InvestorNews

Hera’s Annual General Shareholders Meeting, held in attendance in Bologna on 30 April 2025, saw the full achievement of the purpose of the most important event in a Company’s Financial Calendar.

Proof of this is, firstly, the extensive participation of shareholders

In person or by proxy, 822 shareholders voted, holding approximately 75% of the total shares composing the share capital of Hera. The Shareholders’ Meeting was attended by the articulated base of public shareholders – among whom the largest does not exceed the 10% threshold – as well as a large number of institutional investors, mainly international, and a group of retail shareholders.

Another eloquent signal of success of this Meeting: all resolutions were approved with more than 90% of votes in favour.

While the items on the agenda relating to the Annual Financial Statements and the allocation of profit reached almost 100% approval, equally satisfactory were the percentages of votes in favour of Section I and Section II of the Report on Remuneration Policy, which amounted to 90.2% and 92.2% respectively.

This consensus level proves how effective Hera’s effort was,
especially in the last years,
to improve transparency in remuneration policies

Due to a more open and detailed disclosure of the metrics underlying the management incentive schemes, ISS – one of the largest proxy solicitation agencies in the world, able to influence the voting decisions of a significant number of investment funds – has recommended voting in favour on all remuneration policy items at the last two Hera’s AGMs.

Behind the broad consensus expressed by Shareholders through the vote at the Meeting, is the intense activity conducted by the Company throughout the year.

The work is indeed not limited to the ‘core’ phase of the Shareholders’ Meeting campaign, during which the Investor Relations team and the Legal and Corporate Affairs team work together to meet the demands of activist investors. It is a dialogue with the financial community that Hera nurtures on an ongoing basis, through roadshows touching many financial centres and participation in broker conferences or events with investors focused on the infrastructure and utilities sector. This newsletter itself is an example of Hera’s willingness to provide investors with additional insights that help them fully understand the impact of its strategic evolution and the value of the financial performance achieved from quarter to quarter.

Therefore, shareholders’ engagement is a
process shaped through a proactive and
continuous effort, aimed at creating the
best possible understanding of Hera’s governance,
strategy and results.

Discussions with investors also provide useful insights to enrich and better focus the metrics and content of subsequent corporate disclosure documents.

It is precisely through this process that Hera
was able to build a broader consensus
among its shareholders on remuneration policy.  

Sustainability in Hera confirms itself as a growth engine

In his presentation, the Executive Chairman also wanted to emphasise that the 2024 Financial Statement submitted to the Shareholders for approval contains a significant element of innovation: for the first time, Hera integrated the Sustainability Report in the Annual Report, in line with the Corporate Sustainability Reporting Directive (CSRD).

From the EBITDA performance, measured from the Creating Shared Value (CSV) perspective – which in  2024 reached 856.6 million euro, representing 54% of the total Group EBITDA – clearly emerges how returns benefited from a capital allocation focused on decarbonisation, circularity, innovation and resilience, with a visible strengthening in terms of both growth and competitiveness: results that were beneficial to the Company, customers and communities in which Hera operates.

The Remuneration Policy approved by the Shareholders’ Meeting promotes value creation not only from an economic and financial standpoint but also from a multi-stakeholder perspective, with environmental and social performance indicators accounting for 24% of total management compensation.

2024 Annual Report therefore sees a further
quality step in company disclosure,
making Hera’s performance even more directly
comparable with external benchmarks thanks
to adherence to CSRD standard.

The buyback is increasingly appreciated as a tool for optimising capital allocation

At this last Shareholders’ Meeting, with 99.8% of the voting shares in favour, shareholders showed strong support for the proposal to renew the authorisation for the purchase of treasury shares, up to approximately 4% of the share capital, for a maximum consideration of 60 million euro.

The rationale for maintaining a stock of treasury shares remains primarily to have the option to counterdilute shareholders through extraordinary transactions, while also preserving the flexibility to intervene to mitigate abnormal trading conditions on the stock market.

Convincing 2024 results provide credibility to the increasingly visible growth path outlined in the Plan

Sound results achieved in fiscal year 2024 were welcome by the Shareholders attending the Meeting, who expressed their appreciation for the Company’s performance over the past two years, the strategy executed, and the continued distribution of growing dividends. The Executive Chairman, while answering a question from a shareholder on Group prospects, took the opportunity to reaffirm the strategic guidelines of the 2024–2028 Business Plan. A Plan focused on “resilient growth”, enabled by the rapid replacement of the temporary EBITDA-enhancing opportunities leveraged in 2023–2024 through Ecobonus tax incentives, with new, structurally sound opportunities, already showing significant impact in 2024, but set to define the quality and resilience of growth in both 2025 and 2026. All of this is embedded within a strategic framework aimed at preserving financial flexibility useful to seize additional investment opportunities that may arise along the way, supporting value creation even beyond initial expectations.