Shareholders’ Meeting of 27 April 2017
PDFHera Shareholders Meeting: corporate offices renewed and 9 cent dividend approved
Number of directors passes from 14 to 15, with an additional member representing minority shareholders. Increased presence of women in the Board of Directors and the Board of Statutory Auditors.
The Ordinary Shareholders Meeting took place at the registered office of Hera S.p.A. - Viale C. Berti Pichat n. 2/4, Bologna, on 27 April 2017 at 10:00 in a single call. The following items were discuss and resolve:
Agenda
1. Financial statements for the year ended 31 December 2016, management report, profit allotment proposal and Board of Statutory Auditors and Independent Auditors report: related and consequent resolutions. Presentation of the consolidated financial statements as at 31 December 2016.
2. Presentation of the corporate governance report and non-binding resolutions pertaining to remuneration policies.
3. Renewal of authorisation to purchase treasury shares and procedures for arrangement of the same: related and consequent resolutions.
4. Appointment of the members of the Board of Directors: related and consequent resolutions.
5. Quantification of compensation for members of the Board of Directors: related and consequent resolutions.
6. Appointment of the members and the Chairman of the Board of Statutory Auditors: related and consequent resolutions.
7. Quantification of compensation for members of the Board of Statutory Auditors: related and consequent resolutions.
The full text of the proposed resolutions, together with the related reports and the documents which will be put to the meeting, are available to the public at the company headquarters and on the Company website (www.gruppohera.it), as well as on the authorized storage website 1Info (www.1Info.it) under the legal terms foreseen for each of the subjects treated.
Appointment of the Board of Directors and the Boad of Statutory Auditors
In appointing the Board of Directors, reference is made to Article 17 of the Articles of Association, as amended by the Transitional Provision contained in said Articles:
1) shareholders representing at least 1% of the share capital in an Ordinary Shareholders Meeting are authorized to submit lists aimed at appointing fifteen members of the Board of Directors. Each list must contain a number of candidates of the least represented gender that ensures compliance with the principle of balance between the sexes at least to the extent required by current legislation;
2) said lists, in which candidates must be identified by progressive numbers, must contain a number of candidates not exceeding the number of members to be elected, and must be filed at the registered office, under penalty of cancellation, at least twenty-five days prior to the date of the meeting. Considering that this deadline would fall on a holiday (Sunday 2 April 2017), the date within which the lists must be submitted has been postponed to the first working day following that date, i.e. 3 April 2017. The lists may be filed in the following ways: i) delivery to the registered office at Viale C. Berti Pichat no. 2/4, Bologna, addressed to the Direzione Centrale Legale e Societario during regular office hours (from 9:00 to 17:00); ii) via fax to the number +39 051 287244; or iii) via email to the address societario@gruppohera.it, provided that it is possible to identify the persons responsible for filing. The lists shall be made available to the public at the Company's registered office, on its website and on the authorised storage site 1Info within the following 6 April 2017. From the list obtaining the highest number of votes, in the sequential order in which they were found in the list itself, eleven members of the Board of Directors will be chosen, at least four of which belonging to the least represented gender. For the appointment of the remaining four members, the votes obtained by each of the lists other than the most-voted list, and which were neither presented nor voted for by shareholders associated – in accordance with the current regulations in force – with the shareholders who presented or voted for this list, are divided subsequently by one, two, three, and four. The resulting numbers are assigned progressively to the candidates of each list, in the order set forth in the lists. The candidates are then placed in a single list, organized according to the number of votes assigned to each candidate, in decreasing order. The candidates elected are those obtaining the greatest number of votes up to the number of remaining members to be elected, at least one of which must be of the least-represented gender. In the case of an equal number of votes received by candidates on different lists, for the last member elected, preference will be given to the candidate from the list that obtained the most votes or, in the case of a further tie, the oldest candidate, in compliance with the principles of gender balance set forth in existing legislation.
If the minimum number of directors belonging to the least-represented gender are not elected, the candidate of the most-represented gender located in last place in the ranking of candidates elected from most-voted list will be replaced by the candidate of the least-represented gender located in first place among non-elected candidates from the same list, and so on until reaching the minimum number of directors belonging to the least-represented gender. If, despite the application of this criterion, the minimum number of directors belonging to the least-represented gender still has not been reached, the replacement scheme indicated above will be applied to minority lists, starting with the one which received the most votes;
3) together with the lists, presenters must also file:
- a description of the candidates' professional curriculum;
- the irrevocable acceptance of the office on the part of the candidates (on condition of their appointment);
- a certification that no grounds subsist for ineligibility and/or forfeiture;
- a certification that they possess the requisites of honour as mandated by article 147-quinquies of Italian Legislative Decree no. 58/1998;
- if necessary, a declaration stating they have the independence requisites established by article 147-ter, paragraph 4 of Italian Legislative Decree no. 58/1998 and those provided for by the Code of Conduct drawn up by the Corporate Governance Committee of Borsa Italiana S.p.A.;
4) at least two candidates on each list must be in possession of the above-mentioned independence requirements;
5) any lists for which the above provisions are not observed or which do not include candidates of different genders in conformity with the provisions of existing regulations, shall be considered as not presented;
6) no one may be nominated in more than one list, and anyone accepting nominations in more than one list will be held to be ineligible;
7) each Shareholder may present, or contribute to presenting, and vote for, one single list; any adhesions and votes expressed that run counter to this prohibition will not be conferred to any list.
In appointing the Board of Statutory Auditors, reference is made to Article 26 of the Articles of Association:
1) shareholders who either singly or along with other represent at least 1% of the share capital in the Ordinary Shareholders Meeting are authorized to submit lists aimed at appointing the members of the Board of Statutory Auditors. In particular:
- i) the Municipalities, Provinces or Consortia established pursuant to article 31 of Legislative Decree no. 267/2000, or other public bodies or authorities as well as consortia or limited companies controlled directly or indirectly by the latter, may contribute to presenting one single list;
- ii) other Shareholders have the right to present lists for the appointment of one standing auditor and one alternate auditor.
Each list must contain a number of candidates of the least represented gender that ensures compliance with the principle of balance between the sexes at least to the extent required by current legislation. Lists presenting fewer than three candidates are exempt from compliance with this requirement.
Two standing auditors and one alternate auditor shall be taken from the list obtaining the highest number of shareholders' votes, in the sequential order with which they are listed on the list. Of these, at least one must be a Standing Auditor of the least-represented gender. The third standing auditor and the other alternate auditor will be taken from the other lists, electing the first and second candidate, respectively, of the list that has the second-highest number of votes, which must include at least one alternate auditor of the least-represented gender. The position of Chairman of the Board of Statutory Auditors is given to the candidate ranking first in the list that has the second-highest number of votes;
2) the lists must contain a number of candidates no greater than the number of members to be elected, ranked according to a progressive number; each candidate can be presented in only one list at the risk of being deemed ineligible;
3) each shareholder may present, or take part in presenting, one list only;
4) in case of violation of this rule, no account is taken of the vote of the shareholder for any of the lists presented;
5) said lists be filed at the registered office, under penalty of cancellation, at least twenty-five days prior to the date of the meeting. Considering that this deadline would fall on a holiday (Sunday 2 April 2017), the date within which the lists must be submitted has been postponed to the first working day following that date, i.e. 3 April 2017. The lists may be filed in the following ways: i) delivery to the registered office at Viale C. Berti Pichat no. 2/4, Bologna, addressed to the Direzione Centrale Legale e Societario during regular office hours (from 9:00 to 17:00); ii) via fax to the number +39 051 287244; or iii) via email to the address societario@gruppohera.it, provided that it is possible to identify the persons responsible for filing the lists. The latter shall be made available to the public at the Company's registered office, on its website and on the authorised storage site, within 6 April 2017;
6) the lists filed must be accompanied by:
- a declaration certifying the absence of agreements or any other kind of connections with other shareholders who have presented other lists;
- a comprehensive description of the nominees' personal and professional characteristics;
- declarations in which the individual candidates accept their candidacies and, under their own responsibility, declare that causes of ineligibility, forfeiture and incompatibility provided for by the law do not exist and that they meet the requisites of integrity and professionalism required by law for the members of the Board of Statutory Auditors, and provide a list of the administrative and control offices they hold in other companies;
7) any list for which the above provisions are not observed or which do not include candidates of different genders in conformity with the provisions of existing regulations, shall be considered as not presented;
8) each party entitled to vote will be able to vote for one single list.
Every list filed for the appointment of the members of the Board of Directors and the Board of Statutory Auditors must be accompanied by an indication of the identity of the shareholders presenting it and the overall percentage of equity held. The intermediary's communication certifying ownership of the equity held at the date of filing may be submitted after the list is filed, provided this occurs by the deadline for the publication of the list, and therefore within 17:00 of 6 April 2017, at the email address hera@pecserviziotitoli.it.
Pursuant to article 144-sexies p. 5 of the Consob Issuers Regulation, if by the end of 3 April 2017 only one list for the appointment of the Board of Statutory Auditors has been filed, or only lists displaying links with other lists have been filed, filing can take place up to 14:00 of 6 April 2017 and the percentage of shares held required for submission shall be reduced to 0.5% of the share capital.
Right to attend and participation by proxy
All those entitled to vote at the end of the accounting day of 18 April 2017 (record date), and those from whom the Company has received the relevant notification from an authorised intermediary by the end of the third day the market is open prior to the date set for the meeting, i.e. 24 April 2017, are eligible to attend the Shareholders Meeting. Legitimacy to participate and to vote in any case remains if the communications are received after said term, as long as this occurs before the start of the proceedings of the meeting. Those who only become shareholders following 18 April 2017 will not have the right to take part in and vote at the Meeting.
Each person entitled to take part can nominate a representative to attend the Shareholders' Meeting, pursuant to the law, with the right to use for this purpose the proxy form available on the Company's website (www.gruppohera.it), where details as to how the company can be notified electronically about proxies are also available.
The Company has appointed Computershare S.p.A. as a representative whom shareholders with voting rights can, within 25 April 2017, nominate as a proxy with instructions for voting on all or some of the proposals on the agenda. The proxy for the above-mentioned representative must be conferred using the methods in the dedicated proxy form available on the Company's website(www.gruppohera.it).
The proxy for the appointed representative is not valid with regard to proposals for which voting instructions have not been given.
Other shareholders' rights
Shareholders may also submit questions on agenda items before the date of the meeting, provided this is done by 24 April 2017 and in accordance with the procedures set forth on the Company's website (www.gruppohera.it).
Shareholders who, even jointly, represent one fortieth of the share capital, can request, within 10 days of the publication of this notice, the inclusion of subjects to be discussed, indicating the further topics proposed in the request, or can submit proposals for approval on the items already on the agenda. Requests should be submitted in writing through the methods indicated on the Company's website (www.gruppohera.it).
Shareholders meeting notice (296 Kb - PDF)
Minutes of the ordinary shareholders meeting (355 Kb - PDF)
Summary statement on voting for the items on the agenda at the meeting (250 Kb - PDF)
DOCUMENTS
Explanatory administrators' report on the subject matter listed at point 2 of the agenda (3467 Kb - PDF)
Explanatory administrators' report on the subject matter listed at point 3 of the agenda (283 Kb - PDF)
Explanatory administrators' report for items 4, 5, 6 and 7 on the agenda (171 Kb - PDF)
Lists of BoD candidates
- List n. 1 MAJORITY LIST - Public Bodies (1,71 Mb - PDF)
- List n. 2 MINORITY LIST - Private funds (4 Mb - PDF)
- List n. 3 MINORITY LIST - GSGR S.p.A. (1,15 Mb - PDF)
Lists of Board of Statutory Auditors candidates:
- List n. 1 MAJORITY LIST - Public Bodies (732 Kb - PDF)
- List n. 2 MINORITY LIST - Private funds (2,86 Mb - PDF)
- List n. 3 MINORITY LIST - GSGR S.p.A. (476 Kb - PDF)
Each legitimate participant can opt to be represented at the Shareholders Meeting, as established by the law, by conferring a mandate either:
- to a proxy chosen by the legitimate participant, possibly using the proxy form provided below (General proxy form);
- to Computershare S.p.A. with offices in Turin, Via Nizza 262/73 (www.computershare.com) as the Company’s Appointed Representative pursuant to Article 135-undecies of Legislative Decree 58/98 (TUF). The dedicated proxy form should be used for this purpose, prepared by Computershare S.p.A. in agreement with the Company, available below:
- Computershare S.p.A. proxy form
- guide for completing and submitting via internet the Computershare S.p.A. proxy form
The mandate can be conferred to Computershare S.p.A. within 26 April 2019 and will be valid only for resolutions submitted to the Shareholders Meeting for which the delegating shareholder has conferred voting instructions through said form.
If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be transmitted following a simple request by telephone to 011.0923200.
For notification of the proxies, whether in electronic format or otherwise, the instructions provided on the form itself must be followed.
Pursuant to Article 127-ter of the TUF, shareholders can ask questions about subjects on the agenda prior to the meeting.
Requests must be sent to the Company within 27 April 2019 in writing via fax to 051.287244 or by completing the dedicated form. Each request must be accompanied by the personal details of the inquiring shareholder (first and last name or denomination of an institution or company, place and date of birth and tax code).
Those who have certified their share ownership as of 17 April 2019 (record date) will be entitled to receive a reply. For this purpose the depositary intermediary will be asked for the specific communication certifying the ownership of the shares pertaining to the actual applicant valid until the above-mentioned date. This communication must be sent by the intermediary by electronic post to the address hera@pecserviziotitoli.it. If the shareholder has requested a certificate of legitimacy from the depositary intermediary to participate at the Shareholders Meeting, it will suffice to include in the request the references of this communication or, at least, the name of the intermediary.
A reply will be given to the requests received, pursuant to Article 127-ter of the TUF, after verifying their relevance and the legitimacy of the inquirer, though the dedicated section of this website or, alternatively, during the proceedings of the meeting.
Pursuant to Article 126-bis of the TUF, shareholders who represent one fortieth of the share capital, whether alone or collectively, are entitled to request additions to the items on the agenda and submit proposals for approval on items already on the agenda, within 7 April 2019, indicating in their request the additional items and/or resolutions proposed. No additions may be made to items on which the Shareholders Meeting deliberates following a proposal from the directors, or based on a project or report prepared by the directors, other than those specified in Article 125-ter, paragraph 1 of the TUF.
Requests must be submitted to the Company in writing by registered letter with return receipt, addressed to HERA S.p.A., Viale C. Berti Pichat no. 2/4, Bologna, or by certified email to heraspa@pec.gruppohera.it and must be accompanied by a report on the issues or further resolutions proposed for discussion.
Certification of the ownership of shares and the necessary stakeholding required by shareholders to exercise the right pursuant to Article 126-bis of the TUF must be expressed in a dedicated communication effective as of the request date, sent by the depositary intermediary to hera@pecserviziotitoli.it.
The share capital is currently represented by 1,489,538,745 ordinary shares, each with a nominal value of Euro 1, of which 1,468,147,654 currently enjoy voting rights. Any change in treasury shares with suspended voting rights will be announced at the opening of the meeting.