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General Meeting of Hera Shareholders: Dividend of €0.09 Approved

Approved financial statements for 2014, confirming the same dividend as last year, reflecting a yield of 4.6%. Approved certain amendments to the articles of association.

Hera’s ordinary and extraordinary General Meeting of Shareholders was held in Bologna this morning.
Among other resolutions, the Shareholders approved certain amendments to the articles of association, in addition to the financial statements and the sustainability report for 2014 and the consequent distribution of a dividend of €0.09 per share.

Introduction of the prevalence of voting rights of Public-sector Shareholders

The Shareholders approved the amendment to article 7 of the Articles of Association, removing the restriction whereby 51% of the Company had to be held by Public-sector Shareholders.
To ensure public-sector control, however, provisions were made in the same article to attribute the majority of the votes to Public-sector Shareholders. 
Thus, since Hera is a public majority-owned company, despite the removal of the 51% restriction, there will be no changes in the Company’s governance, also in relation to the unchanged restrictions in the articles of association which place a limit on the holdings of private investors.

Introduction of double voting rights

The Shareholders approved the amendment to article 6 of the Articles of Association with the introduction of so-called double voting right, which makes it possible to attribute to each share up to two votes.
In particular, double voting applies to shares held by the same shareholder (public- or private-sector investor) for at least 24 months, as entered in a specific list. Within Hera, double voting will be applied only to votes cast for the appointment and/or termination of the Board of Directors and the Board of Statutory Auditors, for the change to shareholding limits and the amendment of the article that introduced double voting rights. 
The choice to adopt double voting is designed to foster the participation, in certain decisions with medium/long-term consequences, of shareholders that are loyal to the Company, including minority shareholders. This is even more important from the standpoint of a company like Hera, whose strategic objective is to create value and operates in the public utility sector, with service concession arrangements and long-term capital expenditure programmes in place. Accordingly, the Company is interested in developing a shareholder base aligned with its medium- and long-term interests, so as to firm up its ties with local stakeholders and long-term investors.    

An additional seat on the board for minorities

To achieve a better governance balance between the voting rights of Public-sector Shareholders, on one side, and voting rights of private shareholders, on the other, the Shareholders approved the increase, starting in 2017, of the members of the Board of Directors from 14 to 15, with 4 directors (instead of 3) to be elected from the slates submitted by minority shareholders.   

Approval of financial statements and sustainability report. Dividend of €0.09 per hare

The Shareholders approved the financial statements and the sustainability report for 2014, as well as the Board of Directors’ proposal to distribute a dividend of €0.09 per share (unchanged from last year), thanks to operating results which, for the year ended 31 December 2014, showed revenues for €4,189.2 million, EBITDA of €867.8 million and net profit attributable to the owners of the Parent Company of €164.8 million. The share will go ex-dividend on 22 June 2015, with the dividend payment taking place starting 24 June 2015.
The dividend amount, based on the Hera share price at 31 December 2014, reflects a yield of approximately 4.6%. 

The other resolutions adopted

In addition to the report on corporate governance and the compensation policy, the Body of Shareholders approved the extension of the authority granted to the Board of Directors to buy back (and sell) Company shares for up to €150 million for an additional 18 months. The authorization was requested to pursue the activities allowed by the applicable regulations and admitted market practices, including investment opportunities involving the assignment or disposal of treasury shares to create additional value and to carry out any share-based acquisitions.

Online since 28-04-2015 at 14:25
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