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The Hera Shareholders' Meeting: 9 cent dividend approved

The 2012 accounts were approved at the meeting, with last year's dividend confirmed. Changes were made to the composition of the Board of Directors.


The Hera Shareholders' Meeting took place this morning in Bologna, in ordinary session and extraordinary session.

Approval of the 9 cents per share dividend

The 2012 Annual Financial Report was approved by the Meeting and the Board of Director's proposal to distribute a dividend of 9 euro cents per share with reference to the economic results which, as at 31 December 2012, recorded revenues of Euro 4,492.7 million (+9.4%), EBITDA of Euro 662.0 million (+2.7%) and Group net profit of Euro 118.7 million (+13.5%). The detachment of the tenth dividend warrant in Hera's history will take place on 3 June, with payment from 6 June 2013 onwards.

Changes to the composition of the Board of Directors with regard to the fact that FSI will shortly become a Hera shareholder

With reference to the agreement signed on 3 September 2012 between Hera and Fondo Strategico Italiano (FSI), controlled by Cassa Depositi e Prestiti, concerning FSI's acquisition of an equity interest of approximately 6% in Hera, in their General Meeting, the Shareholders approved the amendments to the Company's Articles of Association necessary to allow a designated member of FSI to join Hera's Board of Directors. As a result of the amendment to article 16 of Hera's Articles, the number of Directors rose from 20 to 21. On the other hand, with the amendment to article 17.2 (ii) of the Articles, the number of Directors drawn from slates other than that with the highest number of votes (the slate with the candidates nominated by the members of the shareholder agreement among the local authorities that are majority shareholders of Hera) increased from 4 to 5. The above changes to the Articles of Association will take effect from the date, following the Hera S.p.A. share increase, that FSI comes to hold a stake in the share capital of the latter which is not less than anticipated under the agreement of 3 September 2012.

Board of Directors to decrease to 15 members following the 2014 Shareholders' Meeting

Following the Shareholders' Meeting called to approve the financial statements at 31 December 2013, the provisions in the transitory clause of the Articles of Association requiring the reduction in members on the Hera Board of Directors to 15, three of whom will be considered from the slates other than the majority list, remain unchanged.

Greater female presence on the Board of Directors and Board of Statutory Auditors

The Shareholders' Meeting implemented the provisions of Law 120 of 12 July 2011, which introduced the principle of gender equality for corporate bodies of listed companies. For this purpose, the Law recommended that the Articles of Association of these companies should require, for three consecutive terms of office, that the election of directors and auditors is conducted in a way that ensures an adequate presence of the less-represented gender on the Board of Directors and the Board of Statutory Auditors. Specifically, during the first term of office, at least one fifth of elected
directors and statutory auditors should belong to the less-represented gender. In the two subsequent terms of office, this ratio will increase to one third. The changes approved in Articles 26 and 17 of the Articles of Association (with the exception of the above-mentioned 17.2 (ii)) and to the "Transitory Clause" govern the above-mentioned principle in Hera.
The changes will apply from the next renewal of the corporate bodies, planned for 2014, as defined by the introduction of Article 34 of the Articles of Association.

Other resolutions approved

In addition to the Report on Corporate Governance and Remuneration Policy, the Shareholders' Meeting approved the renewal of the authorisation for the Board of Directors to purchase treasury shares (and the procedures for arrangement of the same), up to a maximum revolving limit of 25,000,000 ordinary shares with a par value of Euro 1. Authorisation has been requested to pursue the objectives allowed under the permitted market regulations and practices, including investment opportunities which involve the allocation or disposal of treasury shares.

Online since 30-04-2013 at 13:47
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