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Hera's Extraordinary General Meeting

Hera's Extraordinary General Meeting approves capital increase, as a service to November 2010 convertible bond issue. Amendments to Articles of Association also approved for compliance purposes.

The Extraordinary General Meeting of Hera S.p.a., which took place today in Bologna, has ratified with over 73% of share capital votes the proposal for a maximum capital increase of 80 million shares, to service the conversion of the bond issue "€140,000,000 1.75 per cent. Equity-Linked Bonds due 2013" (the “Bonds”). The Bonds, which mature on 1 October 2013, were authorised by Hera’s Board of Directors on 10 November 2010 and admitted to trading on the Euro MTF market in Luxembourg on 21 January.
The price per share (including the nominal value and premium) was 1.834 Euros, except for any conversion price adjustments in accordance with the Bond Regulations.
In the event that the capital increase is not fully subscribed at 1 October 2013, it will be increased by an amount equal to the subscriptions received.
The generated resources, with favourable market conditions and an interest rate of 1.75%, have helped to strengthen the Company's financial structure both immediately and for the medium term, and will enable it to capitalise on future market and industrial opportunities that might arise, even in the near future. The proceeds of this transaction will be used to finance the business and to fund development opportunities within the strategic guidelines set out in the Company's 2010-2014 Business Plan.
Shareholders' Meeting then approved some amendments to the Articles of Association in order to adapt the content to the new legal requirements introduced by Legislative Decree no. 27 of 27 January 2010, transposing Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies, aimed at facilitating shareholders' participation in general meetings (the so-called Shareholders' Rights Directive). Key changes introduced include alterations to the convocation procedures for both ordinary and extraordinary general meetings, adaption of the terms and conditions for the submission and publication of lists for the appointment of the Board of Directors to the new legislative provisions, and the possibility of proxy voting and also voting by electronic means.

Finally the Ordinary General Meeting has also approved, in accordance with the legal requirements, certain amendments to the Rules of Procedure for shareholders' meetings and the revised fees of the independent auditors of Hera S.p.A. up until 2014.

Online since 27-01-2011 at 12:55
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