Shareholders’ Meeting of 28 April 2015
Dear Shareholders, you are called to an Extraordinary and Ordinary Shareholders' Meeting at the registered office of Hera S.p.A. – Viale C. Berti Pichat n. 2/4, Bologna – at “Spazio Hera” – on 28 April 2015 at 10.00 in a single call to discuss and resolve the following matters:
1. Amendment of articles 6, 21 and 26 of the Articles of Association; related and consequent resolutions.
2. Amendment of articles 7, 14, 16 and 17 of the Articles of Association through the introduction of a transitory clause relating to the amendment of articles 16 and 17; related and consequent resolutions.
1. Financial statements as of 31 December 2014, Directors’ Report, proposal to distribute the profit, and report of the Board of Statutory Auditors and Independent Auditors: related and consequent resolutions; Presentation of the consolidated financial statements at 31 December 2014.
2. Presentation of the corporate governance report and remuneration policy decisions.
3. Renewal of the authorisation to purchase treasury shares and procedures for arrangement of the same: related and consequent resolutions.
The full text of the proposed resolutions, together with the related reports and the documents which will be put to the meeting are available to the public at the company headquarters, and on the Company website (www.gruppohera.it) under the terms of the law for each of the subjects dealt with.
Right to attend and participate by proxy
Those who are eligible to attend the Shareholders' Meeting are those who are entitled to vote at the end of the accounting day of 17 April 2015 (record date) and those from whom the Company has received the relevant notification from an authorised intermediary by the end of the third day the market is open prior to the date set for the meeting, in other words 23 April 2015. Legitimacy to participate and to vote remains if the communications are received after said term as long as it is before the start of the proceedings of the meeting. Those who are only shareholders following 17 April 2015 will not have the right to take part in and vote at the meeting.
Each person entitled to take part can nominate a representative to attend the Shareholders’ Meeting, pursuant to the law, with the right to use the proxy form available on the Company website for this purpose. The details of how the company can be notified electronically about proxies are also available.
The Company has appointed Computershare S.p.A. as a representative whom shareholders with voting rights can, by 24 April 2015, nominate as a proxy with instructions for voting on all or some of the proposals on the agenda. The proxy for the above-mentioned representative should be conferred through methods in the dedicated proxy form available on the Company website www.gruppohera.it.
The proxy for the appointed representative is not effective with regard to proposals for which voting instructions have not been given.
Other shareholders’ rights
Shareholders may also submit questions on agenda items before the date of the meeting, provided this is done by 25 April 2015 and in accordance with the procedures set forth on the Company website www.gruppohera.it.
Shareholders who, even jointly, represent a fortieth of the share capital, can ask, within 10 days of the publication of this notice, for the inclusion of subjects to be discussed indicating the further topics proposed in the question or they can submit proposals for approval on the items already on the agenda. Requests should be submitted in writing through the methods indicated on the Company’s website www.gruppohera.it.
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Each legitimate participant can opt to be represented at the Shareholders Meeting, as established by the law, by conferring a mandate either:
- to a proxy chosen by the legitimate participant, possibly using the proxy form provided below (General proxy form);
- to Computershare S.p.A. with offices in Turin, Via Nizza 262/73 (www.computershare.com) as the Company’s Appointed Representative pursuant to Article 135-undecies of Legislative Decree 58/98 (TUF). The dedicated proxy form should be used for this purpose, prepared by Computershare S.p.A. in agreement with the Company, available below:
- Computershare S.p.A. proxy form
- guide for completing and submitting via internet the Computershare S.p.A. proxy form
The mandate can be conferred to Computershare S.p.A. within 26 April 2019 and will be valid only for resolutions submitted to the Shareholders Meeting for which the delegating shareholder has conferred voting instructions through said form.
If, for technical reasons, the proxy forms cannot be made available in electronic format, they will be transmitted following a simple request by telephone to 011.0923200.
For notification of the proxies, whether in electronic format or otherwise, the instructions provided on the form itself must be followed.
Pursuant to Article 127-ter of the TUF, shareholders can ask questions about subjects on the agenda prior to the meeting.
Requests must be sent to the Company within 27 April 2019 in writing via fax to 051.287244 or by completing the dedicated form. Each request must be accompanied by the personal details of the inquiring shareholder (first and last name or denomination of an institution or company, place and date of birth and tax code).
Those who have certified their share ownership as of 17 April 2019 (record date) will be entitled to receive a reply. For this purpose the depositary intermediary will be asked for the specific communication certifying the ownership of the shares pertaining to the actual applicant valid until the above-mentioned date. This communication must be sent by the intermediary by electronic post to the address firstname.lastname@example.org. If the shareholder has requested a certificate of legitimacy from the depositary intermediary to participate at the Shareholders Meeting, it will suffice to include in the request the references of this communication or, at least, the name of the intermediary.
A reply will be given to the requests received, pursuant to Article 127-ter of the TUF, after verifying their relevance and the legitimacy of the inquirer, though the dedicated section of this website or, alternatively, during the proceedings of the meeting.
Pursuant to Article 126-bis of the TUF, shareholders who represent one fortieth of the share capital, whether alone or collectively, are entitled to request additions to the items on the agenda and submit proposals for approval on items already on the agenda, within 7 April 2019, indicating in their request the additional items and/or resolutions proposed. No additions may be made to items on which the Shareholders Meeting deliberates following a proposal from the directors, or based on a project or report prepared by the directors, other than those specified in Article 125-ter, paragraph 1 of the TUF.
Requests must be submitted to the Company in writing by registered letter with return receipt, addressed to HERA S.p.A., Viale C. Berti Pichat no. 2/4, Bologna, or by certified email to email@example.com and must be accompanied by a report on the issues or further resolutions proposed for discussion.
Certification of the ownership of shares and the necessary stakeholding required by shareholders to exercise the right pursuant to Article 126-bis of the TUF must be expressed in a dedicated communication effective as of the request date, sent by the depositary intermediary to firstname.lastname@example.org.
The share capital is currently represented by 1,489,538,745 ordinary shares, each with a nominal value of Euro 1, of which 1,468,147,654 currently enjoy voting rights. Any change in treasury shares with suspended voting rights will be announced at the opening of the meeting.