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Shareholders' Meeting of 27 April 2012

Shareholders' meeting

Shareholders are invited to the Annual General Meeting to be held in the Sala Auditorium of the CENTRO CONGRESSI – CNR – Via Gobetti no. 101, Bologna on 27 April 2012 at 10 a.m. (single call) to discuss and resolve on the following Agenda:

  1. Financial statements for the year ended 31 December 2011, Directors' Report, proposed allocation of income and report of the Board of Statutory Auditors: consequent resolutions;
  2. Presentation of the corporate governance report and resolutions concerning the remuneration policy;
  3. Renewal of authorisation to buy and sell treasury shares: consequent provisions.
 
 
  • Each person eligible to participate can opt to be represented at the Shareholders' Meeting, as prescribed by law, by granting a proxy either:

    • to a person chosen by the eligible person, using the proxy form provided below;
      (General Proxy Form - 125kb - PDF)
    • to Servizio Titoli S.p.A. with offices in Turin, at Via Nizza 262/73 (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 will be made available at the same time as the Reports on the matters listed in the Agenda are distributed. The proxy can be granted to Servizio Titoli S.p.A. by 25 April 2012 and will be valid only for resolutions submitted to the Meeting for which the grantor has given voting instructions in that form.

    If, for technical reasons, the proxy forms are not available in electronic format, they will be sent out on request by calling 011.0923200.
    For notification of proxies, whether in electronic format or not, the instructions provided on the form itself should be followed. 

     
     
  • Pursuant to Art. 127-ter of Legislative Decree 58/98 (TUF) shareholders may ask questions about items on the agenda even before the Meeting.
    Questions must be sent to the Company in writing by fax to 051/287244 or by completing the specific form. The question must be accompanied by the personal details of the inquiring shareholder (surname and first name or name of organisation or company, place and date of birth and tax code).
    Persons who confirm that they own shares as at 18 April 2012 (record date) will be entitled to receive a reply. To that end, the intermediary must be asked to issue the specific notification certifying that the inquiring shareholder owns shares and that notification must remain valid until the above-mentioned date. This notification must be sent by electronic mail to the following address: hera@pecserviziotitoli.it. If the shareholder has asked the intermediary for a notification of eligibility to participate in the Meeting, it will suffice to include in the request the references of this notification issued by the intermediary or, at least, the name of the intermediary.
    Replies will be given to questions received by 24 April 2012 after verification of their relevance and the eligibility of the inquirer, by the means requested by the inquirer (fax or email) or, at the latest, during the meeting.

     
     
  • Pursuant to Art. 126-bis of Legislative Decree 58/98 (TUF), shareholders who represent, either individually or jointly, one fortieth of the share capital are entitled to ask for items to be added to the agenda by 5 April 2012, indicating in their request the additional matters proposed. No additions may be made for matters on which the Meeting resolves on the proposal of the directors or on the basis of 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, sent to HERA S.p.A., Viale C. Berti Pichat no. 2/4, Bologna, provided they are delivered to the Company within the time periods stated above, and must be accompanied by a report on the matters proposed for discussion.
    Certification of ownership of shares by inquiring Shareholders and of the shareholding necessary to ask for additions to the agenda must be confirmed in a specific notification produced by the intermediary with effect from the date of the request sent to hera@pecserviziotitoli.it.

     
     
  • The share capital is currently made up of 1,115,013,754 ordinary shares, each with a nominal value of EUR 1, of which 1,103,878,264 currently carry voting rights and any change in treasury shares with suspended voting rights will be indicated at the beginning of the Meeting.

     
     

On 27th April 2012, 223 shareholders attended the shareholders’ meeting in person or by proxy, that represents around 73% of the capital share.
Below are available the resolutions related to each item on the agenda and the meeting minutes.

Resolutions on the agenda 
1. 2011 Financial Results as at 31st December, directors report, profit sharing proposal, report of Statutory Auditors: related resolutionsFile pdf(39 Kb - PDF)
2. Presentation of the corporate governance report and resolutions on remuneration policyFile pdf(38 Kb - PDF)
3. Renewal of authorization for buy back plan and  management of own shares: related measuresFile pdf(33 Kb - PDF)



Minutes: shareholders' meeting of 27 April 2012 (138 Kb - PDF)


Report: Shareholders' meeting - 27 April 2012 (4462 Kb - PDF)


Summary of voting under Article 125-quarter TUF (Consolidated Finance Act) (67 Kb - PDF)


Page updated 18 July 2013

 
 
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