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Shareholders' meetings

Shareholders’ Meeting of 29 April 2011

Shareholders' meeting

The Ordinary Shareholders’ Meeting will be convened on the first call on 29 April 2011 at 10.00 a.m. in the Auditorium Hall of the CNR - CONGRESS CENTRE, at Via Gobetti no. 101 in Bologna, to discuss and resolve on the following Agenda:

  1. Financial statements as of 31 December 2010, Directors’ Report, proposed distribution of the profit and report of the Board of Statutory Auditors: consequent resolutions;
  2. Appointment of the members of the Board of Directors;
  3. Determination of the remuneration of the members of the Board of Directors;
  4. Appointment of the members of the Board of Statutory Auditors and the Group Chairman;
  5. Determination of the remuneration of the members of the Board of Statutory Auditors;
  6. Renewal of the authorisation to purchase treasury shares and arrangements for provision of the same: consequent provisions.

Publication of the notice of call (240 Kb - PDF)

Delibere sui punti all'ordine del giorno 
1. Bilancio d'esercizio al 31 dicembre 2010, Relazione sulla Gestione, proposta di ripartizione dell'utile e relazione del Collegio Sindacale: deliberazioni conseguentiFile pdf(24 Kb - PDF)
2. Nomina dei componenti il Consiglio di AmministrazioneFile pdf(26 Kb - PDF)
3. Determinazione dei compensi dei componenti il Consiglio di AmministrazioneFile pdf(16 Kb - PDF)
4. Nomina dei componenti il Collegio Sindacale e del PresidenteFile pdf (22 Kb - PDF)
5. Determinazione dei compensi dei componenti il Collegio SindacaleFile pdf (17 Kb - PDF)
6. Rinnovo autorizzazione all'acquisto di azioni proprie e modalità di disposizione delle medesime: provvedimenti conseguentiFile pdf (20 Kb - PDF)
  • Each legitimate participant can opt to be represented at the Shareholders’ Meeting, as established by the law, by conferring a mandate alternatively:

    • on a proxy chosen by the legitimate participant, using the proxy form provided below;
      (Download generic proxy form - 12kb, PDF)
    • on Servizio Titoli S.p.A. with registered office in Milan, Via Mantegna no. 6 (www.serviziotitoli.it), as the Designated Representative of the Company, pursuant to Article 135-undecies of Legislative Decree 58/98 (“TUF”-Consolidated Finance Act). The dedicated proxy form available below should be used for this purpose. It has been prepared by “Servizio Titoli” in compliance with the Company (Proxy Form for Designated Representative).
      The mandate can be conferred on Servizio Titoli S.p.A. by 27 April 2011 and will be valid only for the resolutions submitted to the Shareholders’ Meeting for which the delegating shareholder has conferred voting instructions through said form.
      In the event of unforeseen circumstances, or amendments or additions to the resolutions submitted during the meeting, Servizio Titoli S.p.A., in its capacity as Designated Representative, does not intend to be authorised to express a vote differing from that indicated in the instructions received.
      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 011.0059356.
      For notification of the proxies, whether in electronic format or not, the instructions provided on the form itself should be followed.
  • Pursuant to Article 127-ter of Legislative Decree 58/98 (TUF), shareholders are entitled to ask questions about the items on the agenda before the Shareholders’ Meeting.
    The questions must be sent to the Company in writing via fax to 051.287244 or by completing the specific form. The question 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 title to shares as of 18 April 2011 (the record date) will be entitled to receive a reply. For this purpose, it will be necessary to submit, including subsequently to the question and via the same means, a certificate issued by the depositary intermediary, valid at the same date, attesting the inquirer’s title to the shares. If the shareholder has requested a certificate of legitimation from the depositary intermediary to participate at the Shareholders’ Meeting, it will suffice to include in the request the references of the certificate issued by the intermediary or, at least, the name of the intermediary.
    Replies will be given to questions received by noon on 28 April 2011 after verification of their pertinence and the legitimation of the inquirer, by the means requested by the inquirer (fax or email) or, at the latest, during the meeting.

  • Pursuant to Article 126-ter of Legislative Decree 58/98 (TUF), shareholders who represent one fortieth of the share capital, including collectively, are entitled to request additions to the items on the agenda by 26 March 2011, indicating in their request the additional issues 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 and report prepared by the directors, other than those specified in Article 125-ter of 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, provided they are delivered to the Company in accordance with the above terms, and must be accompanied by a report on the matters proposed for discussion.
    The certificate issued by the intermediary attesting the title of the inquirers to the shares, valid at the date of the request, must be included with the request.

  • Share capital is currently represented by 1,115,013,754 ordinary shares, each with a nominal value of Euro 1.

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