Testata Shareholders' Meeting of 23 April 2014

Shareholders' Meeting of 23 April 2014

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Contenuto Shareholders' Meeting of 23 April 2014

Shareholders are called to the Extraordinary and Ordinary Shareholders’ Meeting in the Auditorium of the CNR CONGRESS CENTRE at 101 Via Gobetti, Bologna on 23 April 2014 at 10:00 am, single call, to discuss and resolve on the following items of the

Agenda

Extraordinary Part

1. Amendment of Article 16.1 of the Articles of Association as amended by the Transitory Clause of said Articles of Association: applicable and consequent resolutions.

2. Amendment of Article 17.2 of the Articles of Association as amended by the Transitory Clause of said Articles of Association: applicable and consequent resolutions.

3. Approval of the merger by incorporation of Amga – Azienda Multiservizi S.p.A. into Hera S.p.A. pursuant to Article 2501 et. seq. of the Italian Civil Code and the consequent amendment of paragraph 5.1 of the Articles of Association: applicable and consequent resolutions.

Ordinary Part

1. Financial statements as of 31 December 2013, Directors’ Report, proposal to distribute the profit, and report of the Board of Statutory Auditors: applicable and consequent resolutions.

2. Presentation of the corporate governance report and remuneration policy resolutions.

3. Renewal of the authorisation to purchase treasury shares and procedures for arrangement of the same: applicable and consequent resolutions.

4. Appointment of the members of the Board of Directors: applicable and consequent resolutions.

5. Determination of fees for members of the Board of Directors: applicable and consequent resolutions.

6. Appointment of the members of the Board of Statutory Auditors and of the Chairman: applicable and consequent resolutions.

7. Determination of fees for members of the Board of Statutory Auditors: applicable and consequent resolutions.

8. Appointment of independent auditors for the statutory audit for the years 2015 – 2023:  applicable and consequent resolutions.

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Contenuto 2 shareholders' 2014

RESOLUTIONS ON THE AGENDA  
Extraordinary Part
1. Amendment of Article 16.1 of the Company's Articles of Association as modified by the Transitory Clause thereof: related and consequent resolutions File pdf164 Kb - PDF
2. Amendment of Article 17.2 of the Company's Articles of Association, as modified by the Transitory Clause thereof: related and consequent resolutions File pdf195 Kb - PDF
3. Approval of the merger by incorporation of Amga – Azienda Multiservizi S.p.A. into Hera S.p.A., pursuant to Article 2501 and following of the Italian Civil Code, and consequent amendment of paragraph 5.1 of the Articles of Association: related and consequent resolutions File pdf267 Kb - PDF
Ordinary Part
1. Financial statement as at 31 December 2013, Directors' Report, profit allotment proposal and Board of Statutory Auditors report: related and consequent resolutions File pdf216 Kb - PDF
2. Presentation of the corporate governance report and resolutions concerning remuneration policies File pdf194 Kb - PDF
3. Renewal of the authorisation to purchase treasury shares and relevant allotment policies: related and consequent resolutions File pdf177 Kb - PDF
4. Appointment of the members of the Board of Directors: related and consequent resolutions File pdf210 Kb - PDF
5. Definition of the remuneration for the members of the Board of Directors: related and consequent resolutions File pdf143 Kb - PDF
6. Appointment of the members and the Chairman of the Board of Statutory Auditors: related and consequent resolutions File pdf192 Kb - PDF
7. Definition of the remuneration for the members of the Board of Statutory Auditors: related and consequent resolutions File pdf144 Kb - PDF
8. Appointment of the independent auditors for the financial years 2015 – 2023: related and consequent resolutions File pdf159 Kb - PDF


Notice of call 23 April 2014 (2,81 Mb - PDF)

Minute: 23 April 2014 shareholders' meeting (588 kb - PDF)

Summary statement of the voting on the meeting's agenda items (269 KB - PDF)

Explanatory administrators' report on the subject matter listed at point 1 of the agenda extraordinary part (25 KB - PDF)

Explanatory administrators' report on the subject matter listed at point 2 of the agenda extraordinary part (32 KB - PDF)

Explanatory administrators' report on the subject matter listed at point 3 of the agenda ordinary part (29 KB - PDF)

Explanatory administrators' report in relation to the subject matter in items 4, 5, 6 and 7 of the agenda (36 KB - PDF)

Board of directors explanatory report regarding the merger by incorporation of amga - azienda multiservizi s.p.a. into hera s.p.a. (534 KB - PDF)

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