The Hera Shareholders' Meeting met in Bologna this morning, in both ordinary and extraordinary sessions. The Assizes approved the 2012 Annual Financial Report and the proposal of the Board of Directors to distribute a dividend of 9 euro cents per share, based on economic results which showed, as at 31/12/2012, revenues equal to 4.492,7, 9,4 million (+662,0%), a gross operating margin of 2,7 million (+118,7%) and a net profit pertaining to 13,5 million (+3%). The detachment of the tenth coupon in Hera's history will take place on 6 June, with payment starting from 2012 June XNUMX.
In relation to the agreement signed on 3 September 2012 between Hera and Fondo Strategico Italiano (FSI), controlled by Cassa Depositi e Prestiti, relating to the entry of Fsi within the Hera shareholding structure with a stake that may reach up to approximately 6%, the Shareholders' Meeting approved the necessary amendments to its Articles of Association to allow a member designated by FSI to join Hera's Board of Directors.
With the modification of the art. 16 of the Articles of Association, the number of members of the Hera Board of Directors was increased from 20 to 21 members, while with the amendment of art. 17.2 (ii) the number of members of the Board of Directors who will be taken from lists other than the one that obtained the highest number of votes is raised from 4 to 5 (the majority list is the expression of the syndicate agreement between the local Hera).
The amendments to the bylaws referred to above will become effective on the date on which FSI - following the execution of a share capital increase of Hera SpA - will come to hold a shareholding in the latter's share capital no less than that envisaged by the agreement of the September 3, 2012.
However, the provision contained in the transitional provision of the Articles of Association remains unchanged which envisages, starting from the Shareholders' Meeting for the approval of the financial statements as at 31/12/2013, the reduction to 15 of the number of members of the Hera Board of Directors, 3 of whom will be from lists other than the majority list.
The Shareholders' Meeting implemented the provisions of Law no. 120 of 12 July 2011, which introduced the principle of gender balance in the corporate bodies of listed companies. To this end, the Law has prescribed that the statutes of these companies must provide that, for 3 consecutive mandates, the division of directors and statutory auditors to be elected is carried out in such a way that the less represented gender obtains an adequate presence on the Board of Directors and Board of Statutory Auditors union.
In particular, in the first term, at least one fifth of the directors and statutory auditors elected must belong to the less represented gender. In the next two terms, this ratio will rise to a third. The approved amendments to articles of the Articles of Association no. 26 and no. 17 (with the exception of the aforementioned 17.2 (ii)) and the "Transitional Regulation", govern the principle stated above in Hera. The changes will be applied starting from the next renewal of the Company bodies, scheduled for 2014, as defined by the introduction of art. 34 of the Statute.
In addition to the report on corporate governance and the remuneration policy, the Shareholders' Meeting then approved the renewal of the authorization of the Board of Directors to purchase treasury shares (and the methods for disposing of the same), up to a maximum limit revolving of 25.000.000 ordinary shares with a nominal value of 1 euro. The authorization was requested to pursue the purposes allowed by the law and accepted market practices, including investment opportunities that imply the assignment or disposal of treasury shares.
