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Shareholders' Meeting of 23 April 2014

Shareholders are called to the Extraordinary and Ordinary Shareholders’ Meeting in the Auditorium of the CNR CONGRESS CENTRE at 101 Via Gobetti, Bologna on 23 April 2014 at 10:00 am, single call, to discuss and resolve on the following items of the

Agenda

Extraordinary Part

1. Amendment of Article 16.1 of the Articles of Association as amended by the Transitory Clause of said Articles of Association: applicable and consequent resolutions.

2. Amendment of Article 17.2 of the Articles of Association as amended by the Transitory Clause of said Articles of Association: applicable and consequent resolutions.

3. Approval of the merger by incorporation of Amga – Azienda Multiservizi S.p.A. 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.

Ordinary Part

1. Financial statements as of 31 December 2013, Directors’ Report, proposal to distribute the profit, and report of the Board of Statutory Auditors: applicable and consequent resolutions.

2. Presentation of the corporate governance report and remuneration policy resolutions.

3. Renewal of the authorisation to purchase treasury shares and procedures for arrangement of the same: applicable and consequent resolutions.

4. Appointment of the members of the Board of Directors: applicable and consequent resolutions.

5. Determination of fees for members of the Board of Directors: applicable and consequent resolutions.

6. Appointment of the members of the Board of Statutory Auditors and of the Chairman: applicable and consequent resolutions.

7. Determination of fees for members of the Board of Statutory Auditors: applicable and consequent resolutions.

8. Appointment of independent auditors for the statutory audit for the years 2015 – 2023:  applicable and consequent resolutions.

 
Resolutions on the agenda 
Extraordinary Part
1. Amendment of Article 16.1 of the Company's Articles of Association as modified by the Transitory Clause thereof: related and consequent resolutionsFile pdf164 Kb - PDF
2. Amendment of Article 17.2 of the Company's Articles of Association, as modified by the Transitory Clause thereof: related and consequent resolutionsFile pdf195 Kb - PDF
3. Approval of the merger by incorporation of Amga – Azienda Multiservizi S.p.A. into Hera S.p.A., pursuant to Article 2501 and following of the Italian Civil Code, and consequent amendment of paragraph 5.1 of the Articles of Association: related and consequent resolutionsFile pdf267 Kb - PDF
Ordinary Part
1. Financial statement as at 31 December 2013, Directors' Report, profit allotment proposal and Board of Statutory Auditors report: related and consequent resolutionsFile pdf216 Kb - PDF
2. Presentation of the corporate governance report and resolutions concerning remuneration policiesFile pdf194 Kb - PDF
3. Renewal of the authorisation to purchase treasury shares and relevant allotment policies: related and consequent resolutionsFile pdf177 Kb - PDF
4. Appointment of the members of the Board of Directors: related and consequent resolutionsFile pdf210 Kb - PDF
5. Definition of the remuneration for the members of the Board of Directors: related and consequent resolutionsFile pdf143 Kb - PDF
6. Appointment of the members and the Chairman of the Board of Statutory Auditors: related and consequent resolutionsFile pdf192 Kb - PDF
7. Definition of the remuneration for the members of the Board of Statutory Auditors: related and consequent resolutionsFile pdf144 Kb - PDF
8. Appointment of the independent auditors for the financial years 2015 – 2023: related and consequent resolutionsFile pdf159 Kb - PDF


Notice of call 23 April 2014 (2,81 Mb - PDF)

Minute: 23 April 2014 shareholders' meeting (588 kb - PDF)

Summary statement of the voting on the meeting's agenda items (269 KB - PDF)

Explanatory administrators' report on the subject matter listed at point 1 of the agenda extraordinary part (25 KB - PDF)

Explanatory administrators' report on the subject matter listed at point 2 of the agenda extraordinary part (32 KB - PDF)

Explanatory administrators' report on the subject matter listed at point 3 of the agenda ordinary part (29 KB - PDF)

Explanatory administrators' report in relation to the subject matter in items 4, 5, 6 and 7 of the agenda (36 KB - PDF)

Board of directors explanatory report regarding the merger by incorporation of amga - azienda multiservizi s.p.a. into hera s.p.a. (534 KB - PDF)

 
 
  • Procedure for participation and voting by proxy

    Each entitled person may opt to be represented at the Shareholders’ Meeting, pursuant to the law, by conferring a mandate alternatively:


    The mandate can be conferred on Computershare S.p.A. by 17 April 2014 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.
    For notification of the proxies, whether in electronic format or otherwise, the instructions provided on the form itself should be followed.

     
     
     
  • Right to ask questions before the Shareholders' Meeting

    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 20 April 2014 in writing via fax to 051.287244 or by completing the special 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 10 April 2014 (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 by electronic post to the address hera@pecserviziotitoli.it. If the shareholder has requested a certificate of entitlement from the depositary intermediary to attend the Shareholders’ Meeting, it will suffice to include in the request the references of this communication or, at least, the name of the intermediary.
    An answer will be given to the questions received, pursuant to Article 127-ter of the TUF, after verifying their relevance and the legitimacy of the inquirer, through the dedicated section of this website or, alternatively during the Shareholders’ Meeting’s proceedings.  

     
     
     
  • Right to include additions in the agenda and to submit proposals

    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 10 March 2014, indicating in their request the additional issues proposed. No additions may be made to items on which the Shareholders’ Meeting resolves 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, or by certified email to heraspa@pec.gruppohera.it and must be accompanied by a report on the agenda items 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.

     
     
     
  • Information about share capital

    The share capital is currently represented by 1,421,342,617 ordinary shares, each with a nominal value of Euro 1, of which 1,413,417,206 currently have voting rights. Any change in treasury shares with suspended voting rights will be announced at the opening of the Shareholders’ Meeting’s proceedings.

     
     
     


Present in person or by proxy 270 shareholders, representing 966,847,905 ordinary shares, equal to 68.023564% of the share capital.

Minute of the 2014 GSM is going to be translated into English and available 21 May 2014.

Page updated 19 May 2014

 
 
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