logo di stampa inglese
 
 
You are in: The Hera Group » Notice of call of the Shareholders'Meeting

Notice of call of the Shareholders' Meeting

Hera Spa
Registered office in Bologna, Viale C. Berti Pichat no. 2/4
Share Capital Euro 1,032,737,702 fully paid-in
Enrolment number in the Bologna Register of Companies, Tax Code and VAT No. 04245520376



Shareholders are called to Ordinary Shareholders’ Meeting to be held in the Sala Auditorium of the CENTRO CONGRESSI – CNR – Via Gobetti no. 101, Bologna on 28 April 2008 at 2 p.m. in first call and, if necessary, on 29 April 2008 at the same place at 10 a.m. in second call, to discuss and deliberate on the following:

Agenda

  1. Financial statements as at 31 December 2007, Directors’ Report, proposal to divide the profit and report of the Board of Statutory Auditors: consequent resolutions
  2. Acknowledgement of the appointments of the members of the Board of Directors according to art. 2449 of the Italian Civil Code
  3. Appointmentof the members of the Board of Directors not designated pursuant to art. 2449 of the Italian Civil Code;
  4. Appointmentof the members of the Board of Statutory Auditors and the Chairman;
  5. Determination of the remuneration of the members of the Board of Directors;
  6. Determination of the remuneration of the members of the Board of Statutory Auditors;
  7. Renewal of the authorisation to purchase treasury shares andprocedures for arrangement of the same: consequent provisions.

The reports explaining theitems and proposals on the Agenda, including the financial statements and consolidated financial statements as at 31 December 2007, together with the Directors’ Report, are on file at the registered office of the company and the registered office of Borsa Italiana S.p.A., in accordance with law and available to persons who may request a copy.

According to art. 17 of the Articles of Association:

  1. Shareholders, with the exception of Shareholders holding rights pursuant to art. 2449 of the Italian Civil Code, representing at least 1% of the shares with voting rights in an Ordinary Shareholders’ Meeting, are entitled to submit lists for the nomination of four members of the Board of Directors;
  2. The above-mentioned lists, in which the candidates must be listed by sequential number equivalent to the maximum number of members that can be elected for the offices to be held, must be filed with the registered office of the company, under penalty of cancellation, at least 20 days before the meeting and shall be made public by means of an announcement in three daily newspapers having national circulation, of which two are financial, at least ten days before the meeting;
  3. Each Shareholder may present or take part in presenting and voting on one list only;
  4. The agreements and votes expressed in violation of said prohibition can not be attributed to any list whatsoever;
  5. The parties presenting the lists must ensure that they file, together with the lists, a description of the candidates’ professional curriculum, the irrevocable acceptance of the office on the part of the candidates (on condition of their appointment) and certification that there are no grounds for ineligibility/forfeiture, and, if necessary, alsoa declaration stating they have the independence requisites established for the auditors by art. 148, section 3, of Italian Legislative Decree no. 58/1998 and those provided for by the Code of Conduct drawn up by the Corporate Governance Committee of Borsa Italiana S.p.A. The first two candidates of each list must be in possession of the above-stated independence requisites;
  6. No one can be a candidate on more than one list, and acceptance of candidacies on more than one listis cause for ineligibility;

Pursuant to art. 26 of the Articles of Association:

  1. Shareholders who alone or together with others represent at least 3% of the shares with right to vote  at the Ordinary Shareholders’ Meeting, are entitled to present lists for the appointment of the members of the Board of Statutory Auditors. Specifically, the Municipalities, Provinces or Consortiums established according to art. 31 of Italian Legislative Decree no. 267/2000 shall present one sole list, whereas the other Shareholders shall be entitled to present lists for appointing one standing auditor and one alternate auditor. Two standing auditors andone alternate auditor shall be taken from the list obtaining the highest number of Shareholders’ votes, in the sequential order with which they are listed on the list. Chairmanship of the Board of Statutory Auditors is given to the first candidate of the list obtaining the second highest quotient;
  2. The above-mentioned lists contain a number of candidates no higher than the number of members to be elected, listed with sequential numbering; each candidate may appear on only one list, under penalty of ineligibility;
  3. Each shareholder may present, or take part in presenting, one list only;
  4. If this rule is broken, the vote of the Shareholder with respect to any of the presented lists is not taken into account;
  5. Said lists must be filed with the registered office, under penalty of cancellation, at least 20 days before the meeting and shall be made public by means of an announcement published in three daily newspapers having national circulation, of which two are financial, at least 10 days before the meeting.
  6. The filed lists must be accompanied by:
  • a declaration stating there are no agreements or connections of any kind with other shareholders who have presented other lists;
  • declarations with which the individual candidates accept their candidacies and, under their own responsibility, declarethat causes of ineligibility or incompatibility provided by the law do not exist, and also that the requisites of integrity and professionalism required by law for the members of the Board of Statutory Auditors exist

7. Everyone entitled to vote may vote one list only.

Pursuant to art. 11 of the Articles of Association, the Shareholders holding the requirements set forth in legislative provisions in force are entitled to attend the Meeting.

The shareholders or their representatives who attend the Meeting may forward, by post or by fax(to +39 051-287.244) to HERA S.p.A. corporate secretary’s office, copy of the documentation certifying their legitimate right to attend the Meeting, at least three daysprior to the date of the Meeting in first call.

Parties other than shareholders who plan to attend the Meeting must forward their requests with the same procedures and in the terms set forth above.

There is reason to believe that thenecessary constituent quorum may not be reached for the meeting on first call and hence shareholders are informed that the meeting shall be held on second call on 29 April 2008 at 10 a.m. in the Sala Auditorium of the CENTRO CONGRESSI – CNR – Via Gobetti no. 101, Bologna.

Bologna,
The Chairman of the Board of Directors
(Tomaso Tommasi di Vignano)