Shareholders’ Meeting of 15 October 2012 (*)
Shareholders are invited to the Extraordinary and Ordinary Shareholders’ Meeting in the Sala Auditorium of the CNR CONGRESS CENTRE at 101 Via Gobetti, Bologna on 15 October 2012 at 10 a.m., single call, to discuss and resolve on the following matters Agenda:
1 – Approval of the merger by incorporation of Acegas-Aps Holding S.r.l. into Hera S.p.A. pursuant to Article 2501 et seq. of the Italian Civil Code and the consequent amendment of paragraph 5.1 of the Articles of Association: applicable and consequent resolutions.
2 – Amendment of Articles 16, 26 and 17 of the Articles of Association: applicable and consequent resolutions.
3 – Amendment of Articles 7 and 17 of the Articles of Association and introduction of a transitory clause: applicable and consequent resolutions.
4 – Share capital increase, in one or more issues, by payment and in several tranches, of a maximum amount of €84,833,826.00, in addition to any premium, through the issue of a maximum of 84,833,826 ordinary shares, with regular dividends and the same characteristics as outstanding shares at the issue date, with the exception of the option right pursuant to Article 2441, paragraph 4, first period of the Italian Civil Code, servicing any promotion by the Company of a cash and stock tender offering for ordinary shares issued by Acegas-Aps S.p.A. and the consequent amendment of Article 5 of the Articles of Association, through the introduction of paragraph 5.5: applicable and consequent resolutions.
5 – See the supplement to the notice of call
1 – The appointment of three members of the Board of Directors, of which two with delayed effectiveness to the effective date of the merger of Acegas-Aps Holding S.r.l. into Hera S.p.A.
2 – Integration of the Board of Statutory Auditors: consequent provisions.
(*) Source: Hera Group