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Shareholders' Meeting of 30 April 2013

Shareholders’ Meeting of 30 April 2013

 

Shareholders are called to the Combined Extraordinary and Ordinary Shareholders’ Meeting in the Auditorium of the CNR CONGRESS CENTRE at 101 Via Gobetti, Bologna on 30 April 2013 at 10.00 am, on single call, to discuss and resolve the following matters Agenda:

Extraordinary Part

1. Amendment of articles 16 and 26 of the Articles of Association; related and consequent resolutions

2. Amendment of article 17 and the “Transitional Arrangement”, and introduction of article 34, of the Articles of Association; related and consequent resolutions

Ordinary Part

1. Financial statements as at 31 December 2012, Directors’ Report, proposal to distribute the profit, and report of the Board of Statutory Auditors; consequent resolutions

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

3. Renewal of the authorisation to purchase treasury shares and procedures for arrangement of the same; consequent provisions

4. Appointment of a member of the Board of Directors, with deferred effectiveness

 
 
 
  • Each legitimate participant can opt to be represented at the Shareholders’ Meeting, as established by the law, by conferring a mandate alternatively:

    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 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 relevant 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 19 April 2013 (the record date) will be entitled to receive a reply. To this end, a specific certificate must be requested from the depositary intermediary attesting to the applicant’s title to the shares, valid until the above date. The intermediary must send this certificate by e-mail to 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 the certificate issued by the intermediary or, at least, the name of the intermediary.
    Questions will be answered, after verifying their relevance and the questioner’s legitimacy, in the relevant section of the website by 28 April 2013.

     
     
  • 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 by 5 April 2013 and to submit resolutions on items already on the agenda, 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 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 the deadline mentioned above, by registered letter with return receipt addressed to HERA S.p.A., Viale C. Berti Pichat No. 2/4, Bologna, or by certified e-mail addressed to heraspa@pec.gruppohera.it, and must be accompanied by a report on the items or additional resolutions proposed for discussion.
    The certification of title to the shares and of the holding of the necessary number of shares to exercise the voting right mentioned in Art. 126-bis of the TUF by the requesting shareholders must form the subject of a specific communication effective on the date of the request, addressed to the depositary intermediary at hera@pecserviziotitoli.it.

     
     
  • The share capital is currently represented by 1,327,081,442 ordinary shares with a par value of EUR 1.00 each, of which 1,314,506,935 currently carry voting rights. Any change in the number of treasury shares with suspended voting rights will be notified at the start of the proceedings of the Shareholder’s Meeting.

     
     

On 30th April 2013, 233 shareholders attended the shareholders' meeting in person or by proxy, that represents around 76.8% of the capital share.
Available below the resolutions related to each item on the agenda and the meeting minutes.

Resolutions on the agenda 
Extraordinary part
1. Amendment of articles 16 and 26 of the Articles of Association; related and consequent resolutionsFile pdf176 Kb - PDF
2. Amendment of article 17 and the "Transitional Arrangement", and introduction of article 34, of the Articles of Association; related and consequent resolutionsFile pdf188 Kb - PDF
Ordinary part
1. 2012 Financial Results as at 31st December, directors report, profit sharing proposal, report of Statutory Auditors: related resolutionsFile pdf144 Kb - PDF
2. Presentation of the corporate governance report and resolutions on remuneration policyFile pdf140 Kb - PDF
3. Renewal of the authorisation to purchase treasury shares and procedures for arrangement of the same; consequent provisionsFile pdf116 Kb - PDF
4. Appointment of a BoD member, with deferred effectivenessFile pdf100 Kb - PDF


Minute: 30 April 2013 shareholders' meeting (194 kb - PDF)

Report: Shareholders' meeting - 30 April 2013 (19 kb - PDF)


Page updated 15 January 2014

 
 
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