Shareholders’ Meeting of 27 April 2017 The Ordinary Shareholders Meeting took place at the registered office of Hera S.p.A. – Viale C. Berti Pichat n. 2/4, Bologna, on 27 April 2017 at 10:00 in a single call. The following items were discuss and resolve:
1. Financial statements for the year ended 31 December 2016, management report, profit allotment proposal and Board of Statutory Auditors and Independent Auditors report: related and consequent resolutions. Presentation of the consolidated financial statements as at 31 December 2016.
2. Presentation of the corporate governance report and non-binding resolutions pertaining to remuneration policies.
3. Renewal of authorisation to purchase treasury shares and procedures for arrangement of the same: related and consequent resolutions.
4. Appointment of the members of the Board of Directors: related and consequent resolutions.
5. Quantification of compensation for members of the Board of Directors: related and consequent resolutions.
6. Appointment of the members and the Chairman of the Board of Statutory Auditors: related and consequent resolutions.
7. Quantification of compensation for members of the Board of Statutory Auditors: related and consequent resolutions. The full text of the proposed resolutions, together with the related reports and the documents which will be put to the meeting, are available to the public at the company headquarters and on the Company website (, as well as on the authorized storage website 1Info ( under the legal terms foreseen for each of the subjects treated. See more
Considerations on 2016 Financial Statement and Governance Report
1. Financial statement at December 31, 2016, annual report, proposal for profit distribution and report of the Board of Statutory Auditors and the Independent Auditors: resolutions pertaining thereto and financial statements Consolidated financial statement at 31 December 2016.

Good morning dear participants, I am Enrico Nannetti and I would like to share the perspective from the small shareholders who invest a certain amount to use in the real economy, a company that does not produce luxury goods or war choppers, but that offers goods and services of public utility. And it does so not much because of a speech of compulsory sharing profits, but also because it hopes the share capital value to increase and maybe, along with it, the series of blessings follow: has been perceived an economic footprint on territory using, as much as possible, suppliers from the reference area.
2. a status from the goods and services offer is sought by the token of “green economy”.
3. there is a search for competence growth, namely, a vertical integration by acquiring salable know-how as a final success, even in 2016, with Ali Plast. is sough a sharing of choices with the shareholders, receiving a part of it a few years ago, at D.L. 2007/36/CE. Another following step would be to simplify the forms of electronic voting with Computershare partners, to give the possibility to deliberate also for those who cannot attend the meeting, maybe, including this possibility to vote in the agenda of the civic networks of municipalities too. It would also be nice to extend this participation by promoting, throughout the year, pedagogical regional investment meetings at the annual assembly.
5. Finally, this year I saw a tangible commitment in debt reduction.

For this I thank President Tommasi and particularly A. D. Stefano Venier. Even though, I would consider more appropriate to split the agenda, at first, into two distinct ones, separating the deliberation on “Annual Report 2016” from the deliberation on the proposal for profits distribution, for the fact that, if, on the one hand, the management was and is positive, I think it’s fair to save up again and not distribute profits, as the company has faced a series of challenges to invest:
1. Regarding waste, heavily invest on automatic mechanical selection, to get to a “single dumpster” for municipal solid waste, which is 20% of total. The goal is to get it in Italy first, before that which is Waste Management, in U.S., is doing with the “single stream line”, to maximize the amount recycled and not incinerated waste. This would make life easier for citizens and, consequently, to mayors. We have PlasticSort from Imola, we should put more resources there to get ahead of others.
2. Regarding water, invest in research & development to look for alternatives to polyethylene pipes, that presents the biofilm problem, related to bacteria, with antibacterial treatments dissolved in the water we drink.
3. Challenge # 3, invest in Data Network to create an internal team for Acantho, able to serve as a shield against telemetering hacking and data mining on electronic meters, like those of ATMs, that are a threat to be underestimated, especially in terms of image of reliability.
4. Fourth challenge for Hera, the most relevant, to develop and charter a way to find a cleaner burning of methane gas, minimizing the production of NOx and SOx. This innovation is still unsolved at international level. The researches of Prof. Carlo Rubbia, who is working in Germany, would enable to create this first clean source in the world, at a lower cost. So, my proposal for 2017, is to save and reinvest the 50% of dividend proposed in debt reduction (I still see the item of 57 million derivatives, which I personally find out of context), and the other 50% in boosting up investments that would address the challenge 4, mentioned above.

For those things, the property can serve of a great deal help, namely, the public shareholders. If in Italian multiutility the control package is in the hands of public authorities, it means that the ownership is always public, and, therefore, the most logical thing to do is to cooperate at acquired offices level and at research and development level to create scale economies. The public shareholder and then the mayors have another ace in the sleeve, which could help management but it is not used, in the end.

As I bring a new proposal every year, and this year’s new proposal bares an institutional economic innovation, which can be put into practice by the public body, through ANCI and UPI, so, here I mention only, referring to the Positive Currency site, the description of such proposal. Today the State and companies like HERA borrow money from the private banking sector, and we paid interests of 3.1%, in 2016. Spontaneously, a simple question crossed my mind: why does the State won’t independently print the currency instead of borrowing it? No one says that monetary sovereignty is still the boss of the Italian State, within the framework of existing laws. The State can issue currency at no cost, rather than borrow it from the private banking system. You can check the proposal pack online and join us at the Associazione Moneta Positiva website with premises in Casalecchio di Reno, Bologna, directly linked to the European Association Positive Money . The way to create money free of debt is given by the State :
– by issuing 5 euro and 10 euro metallic coins (as already is doing Germany with his 5 euro coins);
– by issuing State Notes at legal circulation
– by issuing fiscal credit to companies;
– by nationalizing the Central Bank ans borrowing money to private banking system at a lower rate of interest.
Therefore, I invite the mayors to take charge in this innovation through a Bill, within the Anci and Union of Italian provinces. Thank you for your patience, and keep up with the excellent work.

Considerations on Board of Directors
5. Determination of the remuneration of members of the Board of Directors: resolutions pertaining thereto.

Also, this year, I’d like to request clarifications that do not address the merits of compensation, nor the activities carried out by Advisors. Facing a price of about 5,000 euros per sessions for a couple of hours each, for about 12 sessions per year, I humbly ask for clarifications on the performance of each director.
Namely this year, I kindly request each Director to keep a sort of logbook, describing his activities throughout the year. If the activities of the Managing Director are of visible and tangible nature in his/her region, that of the other members of the Board of Directors, from the outside the region, remain a mystery.
I take this opportunity to greet the Advisor Forte Clò, who for 4 years I believe has done his duties with dedication and competence, and, from what I could see, in the interests of both the company and the region, in our great province of Bologna. I therefore thank Forte Clò, and wish excellent work to our substitute Advisor, Giovanni Xilo.