Testata Shareholders' meeting of 26 April 2018

Shareholders' meeting of 26 April 2018

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Banner Shareholders’ Meeting of 26 April 2018

26 /04/ 2018

Hera Shareholders Meeting: 2017 financial statements and dividends rising to 9.5 cent/share approved

Improvement seen in all operating-financial and sustainability indicators, with results exceeding expectations and a renewed commitment to creating shared value. Appointment of Alessandro Melcarne, co-opted last November as member of the Board of Directors, confirmed.


Dear Shareholders, you are called to an Ordinary Shareholders Meeting at the registered office of Hera S.p.A. - Viale C. Berti Pichat n. 2/4, Bologna - in the "Spazio Hera" area - on 26 April 2018 at 10:00 in a single call to discuss and resolve on the following


1. Financial statements for the year ended 31 December 2017, management report, profit allotment proposal and Board of Statutory Auditors and Independent Auditors report: related and consequent resolutions. Presentation of the consolidated financial statements as at 31 December 2017.
Presentation of the Sustainability Report – Consolidated non-financial statement drafted pursuant to legislative decree no. 254/2016.

2. Presentation of the corporate governance report and non-binding resolutions pertaining to remuneration policies.

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

4. Appointment of one member of the Board of Directors.

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), as well as on the authorized storage website 1Info (www.1Info.it) under the legal terms foreseen for each of the subjects treated.

Right to attend and participation by proxy

All those entitled to vote at the end of the accounting day of 17 April 2018 (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, i.e. 23 April 2018, are eligible to attend the Shareholders Meeting. Legitimacy to participate and to vote in any case remains if the communications are received after said term, as long as this occurs before the start of the proceedings of the meeting. Those who only become shareholders following 17 April 2018 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 for this purpose the proxy form available on the Company's website (www.gruppohera.it), where details as to 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, within 25 April 2017, 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 must be conferred using the methods in the dedicated proxy form available on the Company's website (www.gruppohera.it).
The proxy for the appointed representative is not valid 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 23 April 2018 and in accordance with the procedures set forth on the Company's website (www.gruppohera.it).
Shareholders who, even jointly, represent one fortieth of the share capital, can request, within 10 days of the publication of this notice, the inclusion of subjects to be discussed, indicating the further topics proposed in the request, or 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).

Shareholders meeting notice (238 Kb - PDF)
Minutes of the ordinary shareholders meeting (305 Kb - PDF)

Explanatory administrators' report for items 3 on the agenda (287 Kb - PDF)
Explanatory administrators' report for items 4 on the agenda (967 Kb - PDF)

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