News Column

Hera's General Meeting of Shareholders, appointment of new Board of Directors and approval of merger with Amga Udine

April 25, 2014



ENP Newswire - 25 April 2014

Release date- 24042014 - The number of directors reduced from 20 to 14, with a 20% emolument cut.

More women on the boards of directors and statutory auditors.

Dividend unchanged at 9 cents per share, with a yield of around 5.5%.

This morning Hera's held its ordinary and extraordinary General Meetings of Shareholders in Bologna.

The various resolutions adopted included, among others, the approval of the merger of Amga Udine with and into Hera and the appointment of the members of the board of directors and the board of statutory auditors for the next three years. In addition, the Shareholders approved the annual accounts and the sustainability report for 2013 and the consequent distribution of 9 cents per share.

Approval of the merger of Amga Udine with and into Hera

The Shareholders approved the merger of Amga, a company engaging in gas distribution and in the sale of energy products and services in Udine, with and into the Hera Group. The merger, which calls for the transfer of Amga gas distribution operation to AcegasAps, a Hera subsidiary, will result in the birth of a significant multi-service hub in Italy's North-East, in keeping with the Hera Group's business plan.

This hub will be conducive to the development of significant synergies, investment capabilities and know-how, creating shareholder value and improving the services provided to the local communities. Following the merger, which will take effect as of 1 July 2014, the Municipality of Udine, Amga's controlling shareholder (with 58.69%), will hold 2.98% of Hera.

Approval of annual and sustainability reports. Dividend of 9 cents per share

The Shareholders approved the annual and sustainability reports for 2013, together with the board of directors' proposal to distribute a dividend of 9 cents per share (unchanged from the previous year), given revenues of EUR4,579.7 million (up 1.9%), EBITDA of EUR830.7 million (up 25.5%) and net profit attributable to the owners of the Parent Company of EUR164.9 million (up 39%) for the year ended 31 December 2013. The share will go ex-dividend on 2 June, with dividends payable as of 5 June 2014.

Based on Hera's share price at 31 December 2013, the approved dividend reflects an annual yield of 5.46%.

Renewal of the board of directors

The Shareholders appointed a new board of directors for the next three years (term of office expiring on the date of the general meeting of shareholders convened to approve the 2016 annual accounts), with a 30% decrease in the number of directors, from 20 to 14. This was due, on one side, to the implementation of a provisional rule of the articles of association (approved during the general meeting of shareholders held on 15 October 2012), which called for a reduction to 15 members, and on the other, to the approval during today's meeting of amendments to the articles, which reduced further the members from 15 to 14: 11 from the slate with the majority of the vote (majority slate) and 3 from the minority slate.

Concerning to the outcome of the election, the following were elected to the board of directors:

Majority slate (expression of the shareholder agreement signed by Hera's public shareholders): Tomaso Tommasi di Vignano, Stefano Venier, Giovanni Basile, Giorgia Gagliardi, Stefano Manara, Danilo Manfredi, Forte ClO, Tiziana Primori, Luca Mandrioli, Cesare Pillon, Riccardo Illy.

Minority slate (expression of the shareholder agreement signed by Hera's non-controlling shareholders): Mara Bernardini, Massimo Giusti, Bruno Tani.

The CVs of the new directors are available at: www.gruppohera.it/gruppo/corporate_governance/assemblee/pagina7.html

Renewal of the board of statutory auditors

The following were elected to the board of statutory auditors.

Majority slate (expression of the shareholder agreement signed by Hera's public shareholders): Marianna Girolomini, Antonio Gaiani (standing auditors), Valeria Bortolotti (alternate auditor).

Minority slate (expression of the shareholder agreement signed by Hera's non-controlling shareholders): Sergio Santi (Chair), Violetta Frasnedi (alternate auditor)

More women on the boards of directors and statutory auditors

The composition of the governance bodies implements fully law no. 120 of 12 July 2011 (which was transposed into Hera's articles of association in the 2013 general meeting of shareholders), which introduced the principle of gender balance in the governance bodies of listed companies. Accordingly, the law provides that the allocation between directors and statutory auditors to be elected should be such that the less represented gender can reach at least one-fifth of the total members of the boards of directors and statutory auditors in the next election. Today, the board of directors has 3 women out of 14 members while the board of statutory auditors has 1 woman out of 3 standing auditors.

Reduction of directors' emoluments

Upon proposal of the Chairman of the public shareholders' committee, Daniele Manca, the Shareholders approved a 20%reduction of the emoluments for the members of the board of directors, from EUR50,000 to EUR40,000. These emoluments had already been reduced at the general meeting of shareholders of 29 April 2011, from EUR75,000 to EUR50,000.

Contact:

Jens Klint Hansen

Investor Relations

Tel: +39 051287737

Email: jens.hansen@gruppohera.it


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Source: ENP Newswire