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Shareholders' Meeting of 15 October 2012

Shareholders’ Meeting of 15 October 2012

 
Shareholders' meeting

Shareholders are invited to the Extraordinary and Ordinary Shareholders’ Meeting in the Sala Auditorium of the CNR CONGRESS CENTRE at 101 Via Gobetti, Bologna on 15 October 2012 at 10 a.m., single call, to discuss and resolve on the following matters Agenda:

Extraordinary Part

1 - Approval of the merger by incorporation of Acegas-Aps Holding S.r.l. into Hera S.p.A. pursuant to Article 2501 et seq. of the Italian Civil Code and the consequent amendment of paragraph 5.1 of the Articles of Association: applicable and consequent resolutions.

2 - Amendment of Articles 16, 26 and 17 of the Articles of Association: applicable and consequent resolutions.

3 - Amendment of Articles 7 and 17 of the Articles of Association and introduction of a transitory clause: applicable and consequent resolutions.

4 - Share capital increase, in one or more issues, by payment and in several tranches, of a maximum amount of €84,833,826.00, in addition to any premium, through the issue of a maximum of 84,833,826 ordinary shares, with regular dividends and the same characteristics as outstanding shares at the issue date, with the exception of the option right pursuant to Article 2441, paragraph 4, first period of the Italian Civil Code, servicing any promotion by the Company of a cash and stock tender offering for ordinary shares issued by Acegas-Aps S.p.A. and the consequent amendment of Article 5 of the Articles of Association, through the introduction of paragraph 5.5: applicable and consequent resolutions.

5 – See the supplement to the notice of call

Ordinary Part

1 - The appointment of three members of the Board of Directors, of which two with delayed effectiveness to the effective date of the merger of Acegas-Aps Holding S.r.l. into Hera S.p.A.

2 - Integration of the Board of Statutory Auditors: consequent provisions.

 
 
  • 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 ( General Proxy Form - 15kb -PDF)
    • to Servizio Titoli S.p.A. with offices at Via Nizza 262/73, Turin (www.serviziotitoli.it) as the Company’s Appointed Representative pursuant to Article 135-undecies of Legislative Decree 58/98 (TUF). For this purpose the special proxy form prepared by Servizio Titoli in agreement with the Company must be used, which is available on this website (Proxy Form Servizio Titoli S.p.A.). The proxy can be conferred on Servizio Titoli S.p.A. by 11 October 2012 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.

    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.
    Whether in electronic format or not, for notification of the proxies the instructions provided on the forms 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 by 10 October 2012 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 (full name or institution or company name, place and date of birth and tax code).
    Those who have certified their title to shares as of 4 October 2012 (the 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 should be sent by the intermediary via email to the address hera@pecserviziotitoli.it. 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 this communication, or at least the name of the intermediary.
    After having verified the pertinence and the legitimacy of the applicant, answers will be given to the questions received through the dedicated section of this website by 13 October 2012.

     
     
  • Pursuant to Article 126-bis 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 and submit proposals for approval on items already on the agenda, by 8 September 2012, indicating in their request the additional topics 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 and 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, Italy, or by certified email to heraspa@pec.gruppohera.it, and must be accompanied by a report on the topics or further resolutions proposed for discussion.
    Certification of the ownership of shares and the necessary stake holding required by shareholders to exercise the right pursuant to Article 126-bis of the TUF must be received by the request date, sent by the depositary intermediary to hera@pecserviziotitoli.it.

     
     
  • The share capital is currently 1,115,013,754 ordinary shares with a par value of €1 each, of which 1,100,555,439 currently have voting rights, and any change in treasury shares with suspended voting rights will be announced at the opening of the meeting.

     
     
  • On 15th October 2012, 240 shareholders attended the shareholders’ meeting in person or by proxy, that represents around 77% of the capital share.
    Below are available the resolutions related to each item on the agenda and the meeting minutes.

    Resolutions 
    Extraordinary part
    1. Approval of the merger by incorporation of Acegas-Aps Holding S.r.l. into Hera S.p.A. pursuant to Article 2501 et seq. of the Italian Civil Code and the consequent amendment of paragraph 5.1 of the Articles of Association: applicable and consequent resolutions.File pdf54 Kb - PDF
    2. Amendment of Articles 16, 26 and 17 of the Articles of Association: applicable and consequent resolutions.File pdf35 Kb - PDF
    3. Amendment of Articles 7 and 17 of the Articles of Association and introduction of a transitory clause: applicable and consequent resolutions.File pdf39 Kb - PDF
    4. Share capital increase, in one or more issues, by payment and in several tranches, of a maximum amount of €84,833,826.00, in addition to any premium, through the issue of a maximum of 84,833,826 ordinary shares, with regular dividends and the same characteristics as outstanding shares at the issue date, with the exception of the option right pursuant to Article 2441, paragraph 4, first period of the Italian Civil Code, servicing any promotion by the Company of a cash and stock tender offering for ordinary shares issued by Acegas-Aps S.p.A. and the consequent amendment of Article 5 of the Articles of Association, through the introduction of paragraph 5.5: applicable and consequent resolutions.File pdf37 Kb - PDF
    5. See integration to notice of call.File pdf38 Kb - PDF
    Ordinary part
    1. The appointment of three members of the Board of Directors, of which two with delayed effectiveness to the effective date of the merger of Acegas-Aps Holding S.r.l. into Hera S.p.A.File pdf35 Kb - PDF
    2. Integration of the Board of Statutory Auditors: consequent provisions.File pdf29 Kb - PDF
     
     
  • REPLY TO QUESTION NO.1 FROM SHAREHOLDER DONATO VENA.

    With reference to the question from shareholder Donato Vena in relation to the Hera Shareholders' Meeting on 15/10/2012, the following should be noted, while, at the same time, pointing out that the item was not on the agenda for the Shareholders' Meeting on 15/10/2012.
    As you are aware, the regulation set out by the decree of the Prime Minister of 23/03/2012 does not apply to listed companies such as Hera S.p.A.
    However, the remuneration of Hera Directors was already reduced from € 100,000 gross per annum to € 75,000 gross per annum on 29/04/2011 when the Hera S.p.A. Board of Directors was renewed.
    Specifically, € 50,000 gross per annum is paid as remuneration for being a Member of the Hera Board of Directors and € 25,000 gross per annum is paid for the offices held by Directors on the Board of Directors of other Group companies and/or committees established in accordance with the Code of Conduct of listed companies.
    It should also be noted that when the members of the Board were renewed, the remuneration of the Vice President was reduced from € 120,000 to € 100,000 gross per annum including the € 75,000 mentioned above.
    As far as the executive directors, the Chairman and CEO are concerned, the remuneration established when the corporate bodies were renewed in 2011 has not been increased and has remained the same since 2008 at € 350,000 gross per annum (including the € 75,000 mentioned above).

    REPLY TO QUESTION NO.2 FROM SHAREHOLDER DONATO VENA.

    With reference to the question from shareholder Donato Vena in relation to the Hera S.p.A. Shareholders' Meeting on 15/10/2012, the following should be noted, while, at the same time, pointing out that the item was not on the agenda for the Shareholders' Meeting on 15/10/2012:

    1. The referendum repeal is known to take effect ex nuncfrom the day after the publication of the Official Gazette of the Decree of the President of the Republic declaring the results of the referendum and therefore does not have any effect for the entire period prior to the actual repeal.
    2. The operator will be bound to apply different tariffs from the existing ones when the definition of new tariff rules for the Integrated Water Service by the competent authorities takes effect. In the meantime the temporary regulation pursuant to Article 170, paragraph 3, letter l) of Legislative Decree 152/2006 prevails establishing that until the new tariff system is issued the ministerial decree of 01/08/1996 will remain in force.
    3. The above highlights that the behaviour of the company, which will stick scrupulously to the new regulations when they are issued, has been and will continue to be correct.
     
     

Page updated 18 July 2013

 
 
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