Essential information pursuant to article 130 of the Consob Issuer Regulation
Hera S.p.A.
Pursuant to article 131 of the regulations approved by Consob resolution 19 May 1999 and following amendments and integrations (the "Issuer Regulation"), kindly note that, with respect to the previous communication released on 3 May 2021, the following changes were introduced in the "Voting Syndicate and Share Transfer Rules Agreement" (the "Agreement"), signed on 28 April 2021, effective as of 1 July 2021 and concerning the exercise of voting rights and transfers of shares held in Hera by those adhering to the Agreement:
- a change in the number of Shares (as defined below) belonging to the Shareholders: Municipality of Palagano (- 45,000 Shares), Municipality of Pavullo nel Frignano (- 76,294 Shares), Municipality of Sestola (- 130,000 Shares), Municipality of Serramazzoni (- 131,500 Shares), Municipality of Bagnara di Romagna (- 10,678 Shares) and Ravenna Holding S.p.A. (- 973,455 Shares), ensuing from sales transactions carried out autonomously on the market by the shareholders. Following the changes mentioned above, the Voting Rights Conferred to each single shareholder have been modified to an equal degree.
Therefore, in light of the aforementioned changes:
- the overall number of Shares has decreased from 684,291,785 to 682,924,858, entailing a reduction in the percentage of Share Capital from 45.93984% to 45.84808%;
- the overall number of Conferred Voting Rights has fallen from 1,357,942,762 to 1,355,358,908 and the corresponding percentage of the Total Voting Rights that make up the Share Capital has decreased from 60.53897% to 60.78710%.
Nothing has changed concerning the overall number of Blocked Shares and the respective percentage of the share capital (571,257,152 Blocked Shares, equivalent to 38.35128% of the share capital).
1. The Company whose financial instruments are subject to the Agreement
The company whose financial instruments are subject to the Agreement is Hera S.p.A., a company under Italian legislation with registered office in Bologna at Viale Carlo Berti Pichat 2/4, share capital € 1,489,538,745.00, registered with the Bologna Companies Registry, tax code and VAT number 04245520376 and Group VAT number 03819031208, R.E.A. BO-363550, with shares listed on the electronic stock exchange organised and managed by Borsa Italiana S.p.A.
The Agreement concerns the 682,924,858 Shares (as defined below) conferred to the Voting Syndicate (as defined below), corresponding to 45.84808% of Hera's Shares Capital, 1,355,358,908 Voting Rights Conferred to the Voting Syndicate (as described below), corresponding to 60.78710% of the total Voting Rights that make up the Share Capital and 571,257,152 Blocked Shares (as defined below), corresponding to 38.35128% of the Share Capital.
2. The parties of the Agreement
The parties of the Agreement are the 111 Hera S.p.A. public sector shareholders indicated in the table below (the "Parties" or individually the "Party").
All Hera shares owned at one moment or another by the Parties ("Shares") are bound to the Voting Syndicate (on which, see below). The Parties are obliged to bind to the Voting Syndicate all Hera shares or other rights, which may become due to them from shares covered by the syndicate agreement following operations involving share capital increases, demergers, exchanges, mergers, warrant conversions or other rights connected to convertible bonds, as well as the conversion of savings shares, convertible bonds or warrants, provided that they are a result of exercising the option right due to Hera shares already bound to the Voting Syndicate, as well as any other Hera ordinary shares that they hold, directly or indirectly, at the time the voting rights are exercised.
The Parties are obliged to bind to the Block Syndicate (on which, see below) all Hera shares which may become due to them from the Hera shares transferred to the Block Syndicate and/or from exercising rights pertaining to the same following operations involving share capital increases, demergers, exchanges, mergers, warrant conversions or other rights connected to convertible bonds, as well as the conversion of savings shares, convertible bonds or warrants, provided that they are a result of exercising the option right due to Hera shares already bound to the Block Syndicate.
1
The following table indicates, for each signatory of the Agreement:
- the number of Shares, as well as the percentage represented by the latter within the Company's Share Capital;
- the number of voting rights conferred to the Voting Syndicate (the "Conferred Voting Rights"), along with the percentage represented by the latter of the total number of Voting Rights that make up the Share Capital and the total number of Voting Rights conferred to the Voting Syndicate;
- the number of Blocked Shares, showing the percentage represented by the latter within the Company's Share
Capital and within the total number of Blocked Shares.
% of Voting | % of Voting | Blocked Shares | ||||||
Rights | ||||||||
Rights | ||||||||
Conferred out | ||||||||
% of the | of the total | Conferred out | ||||||
Voting Rights | of the total | |||||||
Adherents | Shares | Shares | amount of | |||||
Conferred | Voting Rights | |||||||
Capital | Voting Rights | Blocked | % of the Share | % of the Block | ||||
Conferred to | ||||||||
that make up | ||||||||
Shares | Capital | Syndicate | ||||||
the Voting | ||||||||
the Share | ||||||||
Syndicate | ||||||||
Capital | ||||||||
MUNICIPALITY OF ALTO RENO TERME | 38,302 | 0.00257% | 38,302 | 0.00172% | 0.00283% | 14,555 | 0.00098% | 0.00255% |
MUNICIPALITY OF ALFONSINE | 872,254 | 0.05856% | 1,744,508 | 0.07824% | 0.12873% | 402,379 | 0.02701% | 0.07044% |
MUNICIPALITY OF ANZOLA DELL'EMILIA | 1,237,858 | 0.08310% | 2,475,716 | 0.11103% | 0.18268% | 904,843 | 0.06075% | 0.15840% |
MUNICIPALITY OF ARGELATO | 1,317,099 | 0.08842% | 2,634,198 | 0.11814% | 0.19438% | 1,007,212 | 0.06762% | 0.17631% |
MUNICIPALITY OF BAGNACAVALLO | 793,509 | 0.05327% | 1,587,018 | 0.07118% | 0.11711% | 503,742 | 0.03382% | 0.08818% |
MUNICIPALITY OF BAGNARA DI ROMAGNA | 29,030 | 0.00195% | 58,060 | 0.00260% | 0.00428% | 29,030 | 0.00195% | 0.00508% |
MUNICIPALITY OF BARICELLA | 695,451 | 0.04669% | 1,390,902 | 0.06238% | 0.10263% | 508,357 | 0.03413% | 0.08899% |
MUNICIPALITY OF BENTIVOGLIO | 783,774 | 0.05262% | 1,567,548 | 0.07030% | 0.11567% | 572,919 | 0.03846% | 0.10029% |
MUNICIPALITY OF BOLOGNA | 125,151,777 | 8.40205% | 250,303,554 | 11.22598% | 18.46974% | 111,377,970 | 7.47735% | 19.49699% |
MUNICIPALITY OF BONDENO | 592,618 | 0.03979% | 1,184,543 | 0.05313% | 0.08741% | 466,369 | 0.03131% | 0.08164% |
MUNICIPALITY OF BORGO TOSSIGNANO | 590 | 0.00004% | 1,180 | 0.00005% | 0.00009% | 432 | 0.00003% | 0.00008% |
MUNICIPALITY OF BRISIGHELLA | 1,510 | 0.00010% | 3,020 | 0.00014% | 0.00022% | 1,104 | 0.00007% | 0.00019% |
MUNICIPALITY OF CALDERARA DI RENO | 2,219,498 | 0.14901% | 2,219,498 | 0.09954% | 0.16378% | 1,622,396 | 0.10892% | 0.28400% |
MUNICIPALITY OF CAMPOGALLIANO | 2,700 | 0.00018% | 5,400 | 0.00024% | 0.00040% | 1,059 | 0.00007% | 0.00019% |
MUNICIPALITY OF CAMUGNANO | 210,118 | 0.01411% | 210,118 | 0.00942% | 0.01550% | 79,845 | 0.00536% | 0.01398% |
MUNICIPALITY OF CASALECCHIO DI RENO | 1,301,490 | 0.08738% | 2,602,980 | 0.11674% | 0.19207% | 1,000,000 | 0.06713% | 0.17505% |
MUNICIPALITY OF CASALFIUMANESE | 580 | 0.00004% | 1,160 | 0.00005% | 0.00009% | 425 | 0.00003% | 0.00007% |
MUNICIPALITY OF CASOLA VALSENIO | 680 | 0.00005% | 1,360 | 0.00006% | 0.00010% | 497 | 0.00003% | 0.00009% |
MUNICIPALITY OF CASTEL BOLOGNESE | 1,300 | 0.00009% | 2,600 | 0.00012% | 0.00019% | 951 | 0.00006% | 0.00017% |
CASTEL D'AIANO | 168,054 | 0.01128% | 168,054 | 0.00754% | 0.01240% | 84,027 | 0.00564% | 0.01471% |
MUNICIPALITY OF CASTEL DEL RIO | 470 | 0.00003% | 940 | 0.00004% | 0.00007% | 344 | 0.00002% | 0.00006% |
MUNICIPALITY OF CASTEL GUELFO | 1,060 | 0.00007% | 2,120 | 0.00010% | 0.00016% | 775 | 0.00005% | 0.00014% |
MUNICIPALITY OF CASTEL MAGGIORE | 2,613,334 | 0.17545% | 5,226,668 | 0.23441% | 0.38567% | 1,636,550 | 0.10987% | 0.28648% |
MUNICIPALITY OF CASTEL SAN PIETRO TERME | 27,488 | 0.00185% | 54,976 | 0.00247% | 0.00406% | 20,096 | 0.00135% | 0.00352% |
MUNICIPALITY OF CASTELFRANCO EMILIA | 4,022,185 | 0.27003% | 8,044,370 | 0.36079% | 0.59359% | 3,022,185 | 0.20289% | 0.52904% |
MUNICIPALITY OF CASTELLO D`ARGILE | 6,050 | 0.00041% | 12,100 | 0.00054% | 0.00089% | 2,372 | 0.00016% | 0.00042% |
MUNICIPALITY OF CASTIGLIONE DEI PEPOLI | 1,423,362 | 0.09556% | 2,817,582 | 0.12637% | 0.20791% | 943,202 | 0.06332% | 0.16511% |
MUNICIPALITY OF CERVIA | 2,399,917 | 0.16112% | 4,638,590 | 0.20804% | 0.34228% | 1,638,673 | 0.11001% | 0.28685% |
MUNICIPALITY OF CESENA | 16,708,216 | 1.12170% | 33,416,432 | 1.49871% | 2.46578% | 16,708,216 | 1.12170% | 2.92482% |
MUNICIPALITY OF CODIGORO | 533,514 | 0.03582% | 1,062,694 | 0.04766% | 0.07842% | 465,888 | 0.03128% | 0.08155% |
MUNICIPALITY OF CONSELICE | 213,531 | 0.01434% | 427,062 | 0.01915% | 0.03151% | 156,106 | 0.01048% | 0.02733% |
MUNICIPALITY OF COPPARO | 1,085,157 | 0.07285% | 2,170,314 | 0.09734% | 0.16015% | 654,620 | 0.04395% | 0.11459% |
MUNICIPALITY OF COTIGNOLA | 396,754 | 0.02664% | 793,508 | 0.03559% | 0.05855% | 51,871 | 0.00348% | 0.00908% |
MUNICIPALITY OF DOZZA | 1,570 | 0.00011% | 1,570 | 0.00007% | 0.00012% | 1,570 | 0.00011% | 0.00027% |
MUNICIPALITY OF FAENZA | 100 | 0.00001% | 200 | 0.00001% | 0.00001% | 51 | 0.00000% | 0.00001% |
MUNICIPALITY OF FERRARA | 1,310,640 | 0.08799% | 2,621,280 | 0.11756% | 0.19342% | 1,007,069 | 0.06761% | 0.17629% |
MUNICIPALITY OF FIORANO MODENESE | 1,169,251 | 0.07850% | 2,338,502 | 0.10488% | 0.17256% | 769,251 | 0.05164% | 0.13466% |
MUNICIPALITY OF FIRENZUOLA | 940 | 0.00006% | 1,880 | 0.00008% | 0.00014% | 687 | 0.00005% | 0.00012% |
MUNICIPALITY OF FONTANELICE | 600 | 0.00004% | 1,200 | 0.00005% | 0.00009% | 438 | 0.00003% | 0.00008% |
MUNICIPALITY OF FORMIGINE | 2,660,487 | 0.17861% | 5,320,974 | 0.23864% | 0.39263% | 1,995,365 | 0.13396% | 0.34929% |
MUNICIPALITY OF FRASSINORO | 228,895 | 0.01537% | 457,790 | 0.02053% | 0.03378% | 164,488 | 0.01104% | 0.02879% |
MUNICIPALITY OF FUSIGNANO | 362,885 | 0.02436% | 725,770 | 0.03255% | 0.05355% | 230,370 | 0.01547% | 0.04033% |
MUNICIPALITY OF GAGGIO MONTANO | 25,175 | 0.00169% | 25,175 | 0.00113% | 0.00186% | 784 | 0.00005% | 0.00014% |
MUNICIPALITY OF GAMBETTOLA | 944,427 | 0.06340% | 1,445,144 | 0.06481% | 0.10664% | 443,519 | 0.02978% | 0.07764% |
MUNICIPALITY OF GRANAROLO DELL`EMILIA | 1,165,182 | 0.07822% | 2,330,364 | 0.10452% | 0.17196% | 851,719 | 0.05718% | 0.14910% |
MUNICIPALITY OF GRIZZANA MORANDI | 1,286,707 | 0.08638% | 1,286,707 | 0.05771% | 0.09495% | 1,100,906 | 0.07391% | 0.19272% |
MUNICIPALITY OF GUIGLIA | 1,399 | 0.00009% | 2,797 | 0.00013% | 0.00021% | 828 | 0.00006% | 0.00014% |
MUNICIPALITY OF IMOLA | 71,480 | 0.00480% | 142,960 | 0.00641% | 0.01055% | 52,258 | 0.00351% | 0.00915% |
MUNICIPALITY OF LAMA MOCOGNO | 677,267 | 0.04547% | 1,354,534 | 0.06075% | 0.09995% | 550,884 | 0.03698% | 0.09643% |
MUNICIPALITY OF LOIANO | 755,613 | 0.05073% | 1,491,532 | 0.06689% | 0.11006% | 288,388 | 0.01936% | 0.05048% |
MUNICIPALITY OF LONGIANO | 170 | 0.00001% | 340 | 0.00002% | 0.00003% | 107 | 0.00001% | 0.00002% |
MUNICIPALITY OF LUGO | 456,907 | 0.03067% | 913,814 | 0.04098% | 0.06743% | 260,603 | 0.01750% | 0.04562% |
MUNICIPALITY OF MARANELLO | 1,592,569 | 0.10692% | 3,185,138 | 0.14285% | 0.23503% | 1,160,177 | 0.07789% | 0.20309% |
2
% of Voting | % of Voting | |||||||
Rights | ||||||||
Rights | ||||||||
Conferred out | ||||||||
Conferred out | ||||||||
% of the | of the total | |||||||
Voting Rights | of the total | |||||||
Adherents | Shares | Shares | amount of | Blocked Shares | ||||
Conferred | Voting Rights | |||||||
Capital | Voting Rights | |||||||
Conferred to | ||||||||
that make up | ||||||||
the Voting | ||||||||
the Share | ||||||||
Syndicate | ||||||||
Capital | ||||||||
MUNICIPALITY OF MARANO SUL PANARO | 353,688 | 0.02374% | 670,572 | 0.03007% | 0.04948% | 212,412 | 0.01426% | 0.03718% |
MUNICIPALITY OF MARRADI | 630 | 0.00004% | 1,260 | 0.00006% | 0.00009% | 461 | 0.00003% | 0.00008% |
MUNICIPALITY OF MARZABOTTO | 2,617,661 | 0.17574% | 5,205,056 | 0.23344% | 0.38408% | 1,805,807 | 0.12123% | 0.31611% |
MUNICIPALITY OF MASSA LOMBARDA | 201,537 | 0.01353% | 403,074 | 0.01808% | 0.02974% | 147,338 | 0.00989% | 0.02579% |
MUNICIPALITY OF MEDICINA | 2,070 | 0.00014% | 4,140 | 0.00019% | 0.00031% | 1,514 | 0.00010% | 0.00027% |
MUNICIPALITY OF MESOLA | 109,111 | 0.00733% | 109,111 | 0.00489% | 0.00805% | 46,817 | 0.00314% | 0.00820% |
MUNICIPALITY OF MINERBIO | 972,622 | 0.06530% | 1,945,244 | 0.08724% | 0.14354% | 710,962 | 0.04773% | 0.12446% |
MUNICIPALITY OF MISANO ADRIATICO | 822,032 | 0.05519% | 1,592,004 | 0.07140% | 0.11747% | 591,631 | 0.03972% | 0.10357% |
MUNICIPALITY OF MODENA | 97,107,948 | 6.51933% | 194,215,896 | 8.71048% | 14.33107% | 80,792,329 | 5.42398% | 14.14290% |
MUNICIPALITY OF MOLINELLA | 6,631 | 0.00045% | 6,631 | 0.00030% | 0.00049% | 2,599 | 0.00017% | 0.00045% |
MUNICIPALITY OF MONGHIDORO | 17,518 | 0.00118% | 17,518 | 0.00079% | 0.00129% | 6,657 | 0.00045% | 0.00117% |
MUNICIPALITY OF MONTE SAN PIETRO | 1,939,634 | 0.13022% | 3,879,268 | 0.17398% | 0.28625% | 1,500,000 | 0.10070% | 0.26258% |
MUNICIPALITY OF MONTEFIORE CONCA | 35,892 | 0.00241% | 71,784 | 0.00322% | 0.00530% | 14,066 | 0.00094% | 0.00246% |
MUNICIPALITY OF MONTEFIORINO | 105,408 | 0.00708% | 192,550 | 0.00864% | 0.01421% | 105,408 | 0.00708% | 0.01845% |
MUNICIPALITY OF MONTIANO | 170 | 0.00001% | 170 | 0.00001% | 0.00001% | 67 | 0.00000% | 0.00001% |
MUNICIPALITY OF MONZUNO | 2,566,706 | 0.17232% | 5,106,864 | 0.22904% | 0.37683% | 1,955,300 | 0.13127% | 0.34228% |
MUNICIPALITY OF MORDANO | 1,800 | 0.00012% | 1,800 | 0.00008% | 0.00013% | 1,316 | 0.00009% | 0.00023% |
MUNICIPALITY OF OZZANO DELL'EMILIA | 1,378,687 | 0.09256% | 2,757,374 | 0.12367% | 0.20346% | 1,378,687 | 0.09256% | 0.24134% |
MUNICIPALITY OF PADOVA | 46,126,176 | 3.09668% | 92,252,352 | 4.13747% | 6.80724% | 46,126,176 | 3.09668% | 8.07450% |
MUNICIPALITY OF PALAGANO | 128,355 | 0.00862% | 256,710 | 0.01151% | 0.01894% | 113,355 | 0.00761% | 0.01984% |
MUNICIPALITY OF PALAZZUOLO SUL SENIO | 480 | 0.00003% | 960 | 0.00004% | 0.00007% | 352 | 0.00002% | 0.00006% |
MUNICIPALITY OF PAVULLO NEL FRIGNANO | 1,471,898 | 0.09882% | 2,943,796 | 0.13203% | 0.21722% | 1,121,898 | 0.07532% | 0.19639% |
MUNICIPALITY OF PIANORO | 2,361,082 | 0.15851% | 2,361,082 | 0.10589% | 0.17422% | 2,361,082 | 0.15851% | 0.41331% |
MUNICIPALITY OF PIEVE DI CENTO | 1,060,415 | 0.07119% | 2,120,830 | 0.09512% | 0.15649% | 775,136 | 0.05204% | 0.13569% |
MUNICIPALITY OF POGGIO TORRIANA | 1,025 | 0.00007% | 2,050 | 0.00009% | 0.00015% | 202 | 0.00001% | 0.00004% |
MUNICIPALITY OF POLINAGO | 392,677 | 0.02636% | 744,497 | 0.03339% | 0.05494% | 235,831 | 0.01583% | 0.04128% |
MUNICIPALITY OF PORTICO - SAN BENEDETTO | 195,131 | 0.01310% | 195,131 | 0.00875% | 0.01440% | 76,467 | 0.00513% | 0.01339% |
MUNICIPALITY OF PORTOMAGGIORE | 5,764 | 0.00039% | 5,764 | 0.00026% | 0.00043% | 5,764 | 0.00039% | 0.00101% |
MUNICIPALITY OF RAVENNA | 1,000 | 0.00007% | 1,000 | 0.00004% | 0.00007% | - | 0.00000% | 0.00000% |
MUNICIPALITY OF RIOLO TERME | 980 | 0.00007% | 1,960 | 0.00009% | 0.00014% | 717 | 0.00005% | 0.00013% |
MUNICIPALITY OF RIOLUNATO | 420 | 0.00003% | 839 | 0.00004% | 0.00006% | 248 | 0.00002% | 0.00004% |
MUNICIPALITY OF RONCOFREDDO | 170 | 0.00001% | 170 | 0.00001% | 0.00001% | 67 | 0.00000% | 0.00001% |
MUNICIPALITY OF SALA BOLOGNESE | 919,309 | 0.06172% | 1,838,618 | 0.08246% | 0.13567% | 671,991 | 0.04511% | 0.11763% |
MUNICIPALITY OF SAN BENEDETTO V. DI SAMBRO | 2,161,687 | 0.14512% | 4,302,144 | 0.19295% | 0.31745% | 1,103,970 | 0.07411% | 0.19325% |
MUNICIPALITY OF SAN CESARIO SUL PANARO | 1,459,048 | 0.09795% | 2,766,267 | 0.12407% | 0.20412% | 876,251 | 0.05883% | 0.15339% |
MUNICIPALITY OF SAN GIORGIO DI PIANO | 694,677 | 0.04664% | 1,389,354 | 0.06231% | 0.10252% | 531,233 | 0.03566% | 0.09299% |
MUNICIPALITY OF SAN MAURO PASCOLI | 1,013,079 | 0.06801% | 2,026,158 | 0.09087% | 0.14951% | 850,077 | 0.05707% | 0.14881% |
MUNICIPALITY OF SAN PIETRO IN CASALE | 1,502,716 | 0.10088% | 3,005,432 | 0.13479% | 0.22177% | 956,996 | 0.06425% | 0.16752% |
MUNICIPALITY OF SANTA SOFIA | 782,945 | 0.05256% | 1,565,890 | 0.07023% | 0.11555% | 511,886 | 0.03437% | 0.08961% |
MUNICIPALITY OF SANTARCANGELO DI ROMAGNA | 1,615,739 | 0.10847% | 3,231,478 | 0.14493% | 0.23845% | 1,181,213 | 0.07930% | 0.20677% |
MUNICIPALITY OF SARSINA | 289 | 0.00002% | 289 | 0.00001% | 0.00002% | 114 | 0.00001% | 0.00002% |
MUNICIPALITY OF SASSO MARCONI | 1,628,500 | 0.10933% | 1,628,500 | 0.07304% | 0.12017% | 1,455,398 | 0.09771% | 0.25477% |
MUNICIPALITY OF SASSUOLO | 3,377,645 | 0.22676% | 6,755,290 | 0.30297% | 0.49847% | 1,533,234 | 0.10293% | 0.26840% |
MUNICIPALITY OF SERRAMAZZONI | 384,833 | 0.02584% | 769,665 | 0.03452% | 0.05679% | 16,333 | 0.00110% | 0.00286% |
MUNICIPALITY OF SESTOLA | 600,222 | 0.04030% | 1,200,444 | 0.05384% | 0.08858% | 600,222 | 0.04030% | 0.10507% |
MUNICIPALITY OF SOGLIANO AL RUBICONE | 170 | 0.00001% | 340 | 0.00002% | 0.00003% | 107 | 0.00001% | 0.00002% |
MUNICIPALITY OF SOLAROLO | 830 | 0.00006% | 1,660 | 0.00007% | 0.00012% | 608 | 0.00004% | 0.00011% |
MUNICIPALITY OF TRIESTE | 55,569,983 | 3.73068% | 111,139,966 | 4.98457% | 8.20095% | 46,305,038 | 3.10868% | 8.10581% |
MUNICIPALITY OF UDINE | 44,134,948 | 2.96299% | 88,269,896 | 3.95886% | 6.51338% | 28,694,103 | 1.92638% | 5.02297% |
MUNICIPALITY OF VALSAMOGGIA | 3,676,173 | 0.24680% | 7,320,653 | 0.32833% | 0.54019% | 2,583,443 | 0.17344% | 0.45224% |
MUNICIPALITY OF VERGATO | 868,793 | 0.05833% | 868,793 | 0.03896% | 0.06411% | 713,870 | 0.04793% | 0.12496% |
MUNICIPALITY OF VERGHERETO | 154 | 0.00001% | 154 | 0.00001% | 0.00001% | 64 | 0.00000% | 0.00001% |
MUNICIPALITY OF ZOLA PREDOSA | 255,201 | 0.01713% | 255,201 | 0.01145% | 0.01883% | 177,886 | 0.01194% | 0.03114% |
CON.AMI | 108,554,164 | 7.28777% | 217,108,328 | 9.73719% | 16.00922% | 83,397,134 | 5.59886% | 14.59888% |
HOLDING FERRARA SERVIZI S.R.L. | 24,235,320 | 1.62704% | 48,470,640 | 2.17388% | 3.57662% | 18,621,923 | 1.25018% | 3.25981% |
RAVENNA HOLDING S.P.A. | 73,226,545 | 4.91606% | 146,453,090 | 6.56834% | 10.80668% | 68,993,125 | 4.63184% | 12.07742% |
RIMINI HOLDING S.P.A. | 18,506,580 | 1.24244% | 37,013,160 | 1.66002% | 2.73118% | 18,506,580 | 1.24244% | 3.23962% |
UNIONE DEI COMUNI DEL FRIGNANO | 208,496 | 0.01400% | 395,295 | 0.01773% | 0.02917% | 125,215 | 0.00841% | 0.02192% |
682,924,858 | 45.84808% | 1,355,208,908 | 60.78710% | 100% | 571,257,152 | 38.35128% | 100% |
3. Content of the Agreement and Agreement bodies
3.1 Voting Syndicate
In order for the decisions of the Voting Syndicate to be reached, the Parties have established a deliberative body of the Voting Syndicate (the "Syndicate Committee"), made up as follows: 1 member appointed by the
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Municipality of Bologna who is assigned 7 votes, 1 member appointed by the minority shareholders of the Province of Bologna who is assigned 2 votes, 1 member appointed by Holding Ferrara Servizi S.r.l., who is assigned 1 vote, 1 member appointed by Ravenna Holding S.p.A. who is assigned 5 votes, 1 member appointed by CON.AMI, who is assigned 6 votes, 1 member appointed by Rimini Holding S.p.A. who is assigned 1 vote, 1 member appointed by the Municipality of Cesena who is assigned 1 vote, 1 member appointed by the Modena shareholders who is assigned 6 votes, 1 member appointed by the Municipality of Padova who is assigned 3 votes, 1 Member appointed by the Municipality of Trieste who is assigned 3 votes and 1 member appointed by the Municipality of Udine who is assigned 2 votes.
The number of votes assigned to each Main Shareholder, by way of the corresponding member of the Committee, is attributed, for the entire duration of the Agreement, on the basis of one vote for each 1% of the Blocked Shares held by the same party, rounded down if and when the remainder is lower than 0.50% and rounded up if and when the remainder is equal to or higher than 0.50% of the Blocked Shares. The percentage of Blocked Shares is calculated as follows:
Number of Blocked Shares of the Main Shareholder
- Blocked Shares = --------------------------------------------------------------- x 100 share capital of HERA
The number of votes pertaining to each main shareholder shall be verified at the opening of the first meeting of the Committee and definitively ascertained by the President of the same Committee.
The Syndicate Committee shall remain in office until the Agreement expires.
Decisions will be reached with the vote in favour of at least 65% of the total votes allocated to the members of the Syndicate Committee present at each meeting, with the exception of decisions for which the Agreement foresees a different majority.
The Syndicate Committee shall meet at least one day prior to:
- every Shareholders' Meeting whose agenda includes one of the following subjects:
- liquidation of the Company;
- merger or demerger of the Company;
- amendment of articles 6 (Shares and majority voting) 7 (Public majority investment), 8 (Limits to share ownership), 14 (Validity of shareholders' meetings and veto rights), 17 (Appointment of the Board of Directors), 21 (Validity of resolutions), 23.4 (Exercise of powers - subjects of the exclusive authority of the Board of Directors) of the Articles of Association.
Parties are obliged to vote at the Shareholders' Meeting in compliance with the resolutions approved by the Syndicate Committee indicated in the present Paragraph (i). If the Syndicate Committee fails to reach a vote in favour of the resolution to be reached pursuant to the present Paragraph (i), each Party in the Agreement is bound to express a vote against the resolution at the Shareholders' Meeting.
- every meeting of the Board of Directors whose agenda includes the following:
- the composition of Hera's Executive Committee, whose powers will be decided by the Board of Directors.
The Executive Committee will be composed of the Chairman, the CEO, the Vice Chairman and a Director jointly appointed by the Municipality of Padova and the Municipality of Trieste;
- within the limits of the applicable law and by-laws, the appointment of (i) the Chairman of the Board of Directors, who will be appointed following indications provided by the Romagna Territorial Area Shareholders; (ii) the CEO, who will be appointed following indications provided by the Bologna Shareholders. The Romagna Territorial Area Shareholders and the Bologna Shareholders will consult one another before proceeding with the appointment of the Chairman and the CEO; (iii) the Vice Chairman of the Board of Directors, who will be appointed - within the limits of the applicable law and by-laws - among the members indicated by the Municipality of Modena;
- the expiry of the deadline for presenting the List of Directors and the List of Auditors.
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The Syndicate Committee shall meet: (i) at least once a year, within the date of the Hera Shareholders' Meeting called to approve the financial statements, in order to check any plans for the sale of Hera Shares not subject to the Block Syndicate foreseen by each Party; (ii) any time one or more members of the same submit a written request to the Chairman of the Syndicate Committee.
In addition, the Syndicate Committee shall be responsible for:
- the collation and preparation of the List of Directors. The number of members of the List of Directors appointed by each group of Contracting parties is assigned based on one member appointed for each 3% of the Blocked Shares of the same group of Contracting parties, and therefore the List of Directors shall be made up as follows: 3 members appointed by the Shareholders of Bologna and the Municipality of Ferrara, representing the interest of the Ferrara Shareholders as well; 4 members appointed by the Romagna Territorial Area Shareholders; 2 members appointed by the Municipality of Modena, representing the interest of the Modena Shareholders as well; 1 member appointed by the Municipality of Padova; and 1 member appointed by the Municipality of Trieste;
- the collation and preparation of the List of Auditors. The List of Auditors will contain the same number of candidates as there are members of the Board of Statutory Auditors to be elected by the majority and will be defined as follows: a) the Shareholders of Bologna and the Municipality of Ferrara, representing the interest of the Ferrara Shareholders as well, who shall have the right to appoint the candidates to be included in second and third place on the list (one Standing Auditor and one Alternate Auditor); b) the Romagna Regional Area Shareholders shall have the right to designate the candidate to be included in first place on the list (one Standing Auditor);
- the resolution to request the payment of a fine by the defaulting Party; the main shareholder challenged over this default cannot take part in the discussion and shall not have the right to vote on the resolution;
- resolutions regarding the coordination and execution of plans for the sale of Shares as well as related preparatory and consequent acts, with all the widest ranging powers of execution, including in the person of the Chairman, individually or jointly with other member of the Syndicate Committee, including, among other things, the power to select, in the name of and on behalf of the transferring parties, consultants, placement agents, and trust companies and to identify, negotiate, sign and, if necessary, change the agreements, undertakings and mandates, as well as execute them, in the name of and on behalf of the selling parties.
3.2 Block Syndicate
The Parties are committed and bound for the entire duration of the Agreement not to transfer the Shares
included in the Block Syndicate ("Blocked Shares"). Under the terms of the Agreement, a "Transfer" or "to Transfer" refers to the completion of any legal trading, including free of charge (including the sale, donation,
exchange, contribution to the company, forced sale, en-bloc sale, merger, demerger) by virtue of which, directly or indirectly, the ownership or bare ownership of the Shares is transferred to third parties, or real rights (pledges and enjoyment) over the Shares, if the voting right is due to the secured creditor or the usufructuary, are established in favour of third parties.
The Parties are bound to keep the Blocked Shares, whose number at the time is to be identified pursuant to the Agreement, recorded in the list established by Hera pursuant to Article 6.4 of the Hera Articles of Association
(the "Special List"). Parties can also record a number of Shares in the Special List greater than the number of
Blocked Shares.
With regard to each Party, the Agreement identifies the number of Blocked Shares for the entire duration of the Agreement.
The Parties have agreed that, in any event, the overall number of Blocked Shares cannot be lesser than 38% of
Hera's share capital until the expiry of the Agreement. If the overall number of Blocked Shares were not to
respect this indispensable condition, to this end the Parties give the Chairman of the Committee the mandate to adjust, without delay and on the basis of the principle of proportionality, the number of Blocked Shares. If the
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HERA S.p.A. - Holding Energia Risorse Ambiente published this content on 04 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 January 2022 17:18:03 UTC.