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Shareholders' meetings

Shareholders' meeting of 27 January 2011

Shareholders' meeting

The Extraordinary and Ordinary Shareholders' Meeting will be held on 27 January 2011, at 10:00 a.m., in the Sala Auditorium of the CENTRO CONGRESSI - CNR - Via Gobetti no. 101, Bologna, to discuss and make resolutions on the following Agenda:

Extraordinary part:

  1. Capital increase, in one or more tranches, exclusively for the conversion of bonds of a maximum total amount of EUR 140 million, named "EUR 130 million Senior equity linked bonds due 2013" - reserved for qualified investors - resolved by the Board of Directors on 10 November 2010 for a nominal maximum total amount of EUR 80,000,000.00 (eighty million euro), through the issue of a maximum of 80,000,000 (eighty million) ordinary shares, with a waiver of pre-emption rights pursuant to article 2441, paragraph 5, of the Italian Civil Code. Amendment to article 5 of the Articles of Association: resolutions pertaining thereto and resulting therefrom;
  2. Amendment to articles 8, 14 and 17 of the Articles of Association;
  3. Amendment to articles 10, 11, 12, 26 and 27 of the Articles of Association.

Ordinary part:

  1. Amendment to articles 2, 3, 4 and 6 of the Shareholders' Meeting Regulations;
  2. Redetermination of the compensation paid in relation to the external auditing of the accounts: resolutions resulting therefrom.
  • Any party entitled to participate in the Shareholders’ Meeting may elect to be represented pursuant to the law by means of a written proxy granted to Servizio Titoli S.p.A., whose registered office is in Milan, at via Mantegna 6 (www.serviziotitoli.it), as Designated Representative of the Company pursuant to article 135-undecies of Legislative Decree 58/98 (Consolidated Finance Law, or TUF), or granted to another proxy chosen by the voting-right holder.
    For this purpose, proxy forms, can be found at the links above, must be used in accordance with the instructions below.
    The proxy must be granted to Servizio Titoli S.p.A. by 24 January 2011 and shall be valid exclusively for resolutions proposed at the Shareholders' Meeting for which the proxy giver has issued voting instructions via the specific form prepared by Servizio Titoli in agreement with Hera S.p.A. It should be pointed out that, in the event that unknown circumstances occur or an amendment or supplement is made to the proposals presented at the Shareholders' Meeting, Servizio Titoli S.p.A., in its capacity as Designated Representative, also providing the Company with services relating to the verification and counting of votes at the Shareholders' Meeting in question, as a purely precautionary measure does not intend to express a vote that differs from that indicated in the instructions received.
    If, for technical reasons, the proxy forms cannot be made available electronically, they will be sent as requested by telephone by calling 011.0059354.
    The proxy forms, completed with the information required and signed by the proxy giver, must be submitted to Hera S.p.A. by sending to Servizio Titoli S.p.A. using one of the methods listed on the forms.

  • Pursuant to article 127-ter of Legislative Decree 58/98 (TUF), shareholders may ask questions about the items on the agenda prior to the Shareholders' Meeting.
    Questions must be sent to the Company in writing by fax on 051/287244 or by completing the relevant form. The question must be accompanied by the personal details of the shareholder asking the question (surname and forename, or company or entity name, place and date of birth and tax code). Shareholders that provide proof of ownership of their shares as on 17 January 2011 (the record date) are entitled to receive a reply. For this purpose, either prior or subsequent to the question and by the same means permitted for submitting questions, a certificate issued by the broker with which the shares are deposited proving ownership of the shares held by the party in question, valid on the aforementioned date, must be produced. In the event that the shareholder has asked the broker with which the shares are deposited to provide communication of its entitlement to participate in the Shareholders' Meeting, it will be sufficient to provide in the request any details of this communication provided by the broker, or, at the least, the name of the broker. Questions that arrive by 12:00 p.m. on 25 January 2011 will be given a reply, once the pertinence of the questions and the entitlement of the requesting party have been verified, using the method used by the latter (fax or email) or, at the latest, at the Shareholders' Meeting.

  • Pursuant to article 126-bis of Legislative Decree 58/98 (TUF), shareholders which represent one fortieth of the share capital, either individually or jointly, may request, by 31 December 2010, a supplement to the items to be discussed, indicating the additional matters proposed in their request. A supplement is not permitted for matters on which the Shareholders’ Meeting makes resolutions at the proposal of the directors or on the basis of a draft and a report prepared by the directors, other than those referred to in article 125-ter of the TUF.
    Requests must be presented to the Company in writing by recorded-delivery letter with acknowledgement of receipt, addressed to Hera S.p.A., Viale Carlo Berti Pichat 2/4 - 40127 Bologna (BO), and must be accompanied by a report on the matters it is proposed be discussed.
    Together with the request, a certificate issued by the broker proving ownership of the shares held by the requesting shareholders, valid on the date of the request, must be produced.

  • The share capital currently consists of 1,115,013,754 ordinary shares with a nominal value of EUR 1 each.

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