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11/10/2021
Price sensitive
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The BoD of Hera S.p.A. authorises the issue of new notes and the repurchase of certain notes

The Board of Directors of HERA S.p.A. (the “Company”) has authorised the issue of new senior non-convertible notes, under its Euro Medium Term Notes Programme updated on 7 October 2021, up to an aggregate principal amount of Euro 500,000,000, to be placed with qualified investors only (the “Notes”), granting to the Chief Executive Officer the powers to decide on, and give effective execution to, the issue of the Notes, subject to market conditions. The Notes will be issued in the form of “Sustainability-linked bond” pursuant to the “Sustainability-Linked Financing Framework” published by the Company on 6 October 2021. Furthermore, pursuant to the agreements entered into today with the Company, BNP Paribas S.A., in its capacity as offeror (the “Offeror”), is in the process of announcing a cash tender offer addressed to qualified investors only and relating to (i) the €500,000,000 2.375 per cent. Notes due 4 July 2024 (of which €329,390,000 is outstanding as at the date of this announcement) (ISIN: XS1084043451) (the “2024 Notes”), (ii) the Euro 400,000,000 0.875 per cent. Notes due 14 October 2026 (ISIN: XS1504194173) (the “2026 Notes”), (iii) the €500,000,000 0.875 per cent. Notes due 5 July 2027 (ISIN: XS2020608548) (the “2027 Notes”) and (iv) the €700,000,000 5.200 per cent. Fixed Rate Notes due 29 January 2028 (of which €640,530,000 is outstanding as at the date of this announcemement) (ISIN: XS0880764435) (the “2028 Notes” and together with the 2024 Notes, the 2026 Notes and the 2027 Notes, the “Existing Notes”), up to a nominal amount to be determined by the Offeror at its own discretion up to Euro 300,000,000, such amount being subject to the right of the Offeror to increase or decrease it in its sole and absolute discretion (the “Tender Offer”). The purpose of the above transaction is mainly to manage the Company’s liabilities and extend its debt maturity profile. The Tender Offer, whose terms and conditions are set forth in the tender offer memorandum dated 11 October 2021 and available to the noteholders of the Existing Notes (the “Tender Offer Memorandum”), is, inter alia, subject to (i) the pricing of the Notes satisfactory to the Company, (ii) the signing of a subscription agreement for the purchase of the Notes (the “Subscription Agreement”) and (iii) such Subscription Agreement remaining in full force and effect as at the settlement date of the Tender Offer. The Offeror is not under any obligation to accept for purchase any Existing Notes tendered pursuant to the Tender Offer. The acceptance for purchase by the Offeror of Existing Notes is at the sole discretion of the Offeror and tenders may be rejected by the Offeror, in whole or in part, for any reason. The table below sets forth the terms and conditions of the Tender Offer. Notes Call date ISIN Outstanding Principal Amount Benchmark Purchase Spread Amount subject to the Offers / Final-Acceptance Amount €500,000,000 2.375 per cent. Notes due 4 July 2024 (the “2024 Notes”) N/A XS1084043451 €329.390.000 2024 Notes Interpolated Mid-Swap Rate 5 bps Subject as set out in the Tender Offer Memorandum up to a total aggregate principal amount of all Series of Notes validly tendered and accepted for purchase of €300,000,000 such amount being subject to the right of the Offeror to increase or decrease it in its sole and absolute discretion €400,000,000 0.875 per cent. Notes due 14 October 2026 (the “2026 Notes”) N/A XS1504194173 €400.000.000 2026 Notes Interpolated Mid-Swap Rate 5 bps €500,000,000 0.875 per cent. Notes due 5 July 2027 (the “2027 Notes”) 5 April 2027 (the "First Call Date of the 2027 Notes") XS2020608548 €500.000.000 2027 Notes Interpolated Mid-Swap Rate 10 bps1 €700,000,000 5.200 per cent. Notes due 29 January 2028 (the “2028 Notes”) N/A XS0880764435 €640.530.000 2028 Notes Interpolated Mid-Swap Rate 5 bps 1For information purposes only, the purchase price for the 2027 Notes will be based on the First Call Date of the 2027 Notes. If the aggregate principal amount of the Existing Notes validly tendered for purchase pursuant to the Tender Offer is greater than the amount of the Existing Notes that the Offeror intends to purchase, the relevant tenders will be accepted on a pro rata basis. The Tender Offer, which starts today, will expire on 18 October 2021, subject to the right of the Offeror to extend, re-open, amend and/or terminate it. The settlement date for the Tender Offer is expected to fall on 20 October 2021. Further information on the terms and conditions of the Tender Offer are set out in the Tender Offer Memorandum. Simultaneously with, but separately from, the Tender Offer, the Company may also consider, at its sole discretion, to purchase, through the Offeror, in whole or in part, the €68,000,000 3.375 per cent. Fixed Rate Notes due 22 May 2023 (ISIN: XS0935948272) issued by the Company and privately placed to a limited number of investors. This notice does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws and regulations. This notice does not constitute an offer of securities for sale or a solicitation of an offer to purchase or subscribe securities in the United States or any other jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law and regulations. Persons into whose possession this notice comes are required to inform themselves about, and to observe, any such restrictions. Specific restrictions are included in the Tender Offer Memorandum. Press release Launch of new issue.pdf 2021-10-11 09:56:00 Sede Hera Sede Hera 2020-07-02
06/10/2021
Shareholders’ meeting
Price sensitive

Communication of the overall amount of voting rights

Bologna, 6 October 2021 - The following table contains the data concerning the shares outstanding and the number of voting rights representing the share capital as at 30 September 2021. Updated situation Previous situation Number of shares constituting the Share capital Number of voting rights Number of shares constituting the Share capital Number of voting rights Total, of which: 1,489,538,745 2,230,666,054 1,489,538,745 2,230,797,554 Ordinary shares (regular dividend rights: 01.01.2021) - cod. ISIN IT0001250932 Current coupon: n. 20 748,411,436 748,411,436 748,279,936 748,279,936 Ordinary shares with increased voting rights (regular dividend rights: 01.01.2021) - cod. ISIN IT0005159972 Current coupon: n. 20 741,127,309 1,482,254,618 741,258,809 1,482,517,618 Press release Communication overall amount of voting rights art. 85 bis 6 october 2021.pdf 2021-10-06 13:47:00 Communication of the overall amount of voting rights Communication of the overall amount of voting rights 2020-07-02
06/10/2021
Price sensitive
Other press releases

Hera: sustainable finance increasingly at the heart of corporate strategies

Hera is among the first companies in Italy to publish its Sustainability-Linked Financing Framework. An important point of reference also for issuing bonds in the future, its includes objectives linked to reducing greenhouse gas emissions and plastic recycling, in line with the Group’s Business Plan and strategies for energy and environmental transition The Hera Group – which pioneered sustainable finance in 2014, when it issued the first green bond in Italy – has further strengthened its integration between financial strategy and attention towards sustainability, with a focus on carbon neutrality and circular economy projects. The Group has in fact published – among the first companies in Italy to do so – its Sustainability-Linked Financing Framework (SLFF), which sets out the guidelines of its commitment to sustainable finance. This document outlines the metrics applicable to any financial instrument, and in particular provides a reference model for future bonds linked to reducing emissions and encouraging plastic recycling. More specifically, the Hera Group has introduced two key indicators in its SLFF, in line with the strategies outlined in the Business Plan for energy and environmental transition, and representative of Hera’s commitment to achieving the goals on the UN’s 2030 Agenda. The first concerns reducing greenhouse gas emissions: Hera aims to lower these emissions by 37% within 2030 (compared to 2019), thanks to both concrete interventions within the company and the involvement of suppliers and customers in electricity and gas sales. This is one of the most ambitious targets defined by a company in Italy, validated by the prestigious international network Science Based Target initiative (SBTi). The second is linked to the quantity of plastics recycled by the Group, an area in which it already shows leadership, through its subsidiary Aliplast. The only Italian multi-utility to have signed the Ellen MacArthur Foundation’s “New Plastics Economy Global Commitment”, it will extend its commitment in this sector, through means including increasing its plant capacity and extending its range of action to the recovery of rigid plastics. The goal is to increase the amount of plastic recycled by 150% within 2030 (compared to 2017). In the spirit of transparency, which has always been one of Hera’s hallmarks, intermediate Sustainability Performance Targets (SPTs) have also been defined with respect to the 2030 objectives, which will be reported annually. The Hera Group’s published SLFF now stands alongside its Green Financing Framework (GFF) – adopted by the company in 2019 – and responds to the growing attention shown by international investors towards sustainable financial instruments. This is an area in which Hera has always invested: after issuing the first green bond in Italy in 2014, the Group in fact offered a second “green” bond in 2019 and, in 2018, was the first company to launch an ESG-linked revolving credit line in this country. “With the Sustainability-Linked Financing Framework, we have consolidated the link between our financial strategies and the attention to sustainability which has always characterised us, for reasons including the very nature of the businesses we manage”, states Luca Moroni, Group Manager of Administration, Finance and Control. “Green financial instruments and, more generally, ESG criteria are in fact a fundamental lever to create value and support our commitment to an increasingly regenerative and resilient development. In particular, reducing greenhouse gas emissions and recycling plastics are particularly relevant areas for us, where we want to and can make a real difference in order to respond to the many challenges we are currently facing, starting with climate change, and contribute to meeting the goals on the 2030 Agenda”. Sustainalytics, one of the leading ESG rating agencies, has issued a Second Party Opinion certifying the Hera Group’s Sustainability-Linked Financing Framework’s consistency with the main international reference standards, first and foremost the International Capital Market Association’s 2020 Sustainability-Linked Bond Principles. In structuring its SLFF, the Group was supported by BNP Paribas, UniCredit and Mediobanca. Press Release Sustainable Linked Financing Framework.pdf 2021-10-06 09:54 Communication of the overall amount of voting rights 2020-07-02
29/09/2021
Price sensitive

Hera among the world’s top companies for diversity and inclusion

In the international standing provided by Refinitiv’s 2021 “Diversity & Inclusion Index”, the Group ranks 42nd globally, second overall among multi-utilities and third in Italy. Policies promoting diversity, inclusion and people development are increasingly central for investors. Hera has been confirmed among the listed companies most committed to promoting diversity, inclusion and people development worldwide. This emerges from the 2021 edition of the “Diversity & Inclusion Index” published by Refinitiv, which examined approximately 11,000 companies globally and awarded the Hera Group with 42nd place in the world ranking, 2nd best multi-utility in the world and 3rd best among Italian companies. The “Diversity & Inclusion Index” was designed and created by the international financial information giant Refinitiv and analyses the performance of companies on the basis of a wide set of sustainability KPIs. It provides one of the main references to investors who look favourably at companies adopting policies oriented towards Diversity & Inclusion (D&I). These issues are becoming increasingly important worldwide, alongside a growing awareness on the part of companies themselves of the benefits linked to ESG factors from an economic and social point of view, in terms of sustainability and wellbeing. For Hera, this offers further confirmation of the attention the Group has always paid to these issues, focusing on the wellbeing and development of its over 9,000 employees, promoting an inclusive culture both inside and outside the company. The Group was a pioneer in this area, signing the Charter for Equal Opportunities and Equality on the Workplace in 2009 and introducing the position of Diversity Manager in 2011, to promote diversity, equal opportunities and equality on the workplace. One outstanding example of the Group’s personnel policies is its corporate welfare plan, which supports employees and their families, with 4.5 million in services used in 2020 alone. Hera also invests in developing personalised internal career paths, with 32.6% of women in positions of responsibility and, more generally, a 26.7% share of female staff, above the national average for the sector (2020 figures). Investment in training is also crucial, with an average of approximately 26 hours per capita and activities involving 95% of employees last year. Press release Hera Group on 2021 Diversity & Inclusion Index.pdf 2021-09-29 10:58 Communication of the overall amount of voting rights 2020-07-02

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Hera SpA, Viale Carlo Berti Pichat 2/4, 40127 Bologna, Tel.051287111 www.gruppohera.it