Significant resolutions at Hera’s 2023 Shareholders Meeting

A new BoD, full of new profiles, but in the wake of solid continuity

The AGM held on 27 April was a major event. Hera was one of the few Italian listed companies that again allowed its shareholders to be physically present at “Spazio Hera”, where the Meeting took place, even though this year, following the measures to avoid the pandemic, it was still possible to adopt a virtual format, with the vote expressed exclusively by proxy.

Promotion of a genuine and direct shareholder participation in the decisions on the Company’s life and future reveals a spirit reflected in all aspects of Hera’s history: from its commitment to the value creation for all stakeholders – trustfully executed, as 2022 results prove – to the way governance takes shape.

This year, shareholders have also appointed a total of 15 Directors, who will lead Hera over the next three years, demonstrating to embrace the previous Board of Directors’ guidance on the composition of the new administrative body. Four new Directors, with high-standing profiles, also came from the two lists presented by minority shareholders, thus showing that Hera can express a synthesis of different interests in the most fruitful way.

Following the Shareholders’ Meeting, the new Board of Directors has also appointed the Executive Chairman, Cristian Fabbri – an executive whose brilliant career in the Group has started in 2006 – and confirmed as CEO Orazio Iacono, who had already held the role since May 2022.

Therefore, Hera enters the next three years with a Board of Directors capable of opening up to the new, while maintaining traits of reassuring continuity.

2022 results confirming a path of solid growth, which also offers a substantial contribution to objectives that are at the centre of European policies

At the Meeting, Shareholders approved the 2022 Financial Statements, which post significant progress in key performance indicators, despite the challenging external scenario. With an EBITDA nearing 1.3 billion euro, up 6.2% vs. 2021, Hera achieved a Net Profit of 322.2 million euro, up 1.4%. With an outside context dominated by the energy crisis, inflation and rising interest rates, the Group continued to execute its growth plans, carrying out 709.5 million euro of operating investments, up 20.5% over 2021. By investing to increase the value and resilience of its assets, in 2022 Hera made an essential contribution to promoting the energy transition, the circular economy and, not least, innovation, in line with the objectives of the Italian and European policies. This effort has been achieved while maintaining a balanced Debt-to-EBITDA ratio of 2.9 times, excluding the value of the gas reserves stored.


A dividend that confirms the ability to create value for shareholders and the reliability of the investment in Hera’s shares even across challenging scenarios

The Shareholders’ Meeting also approved the distribution of a 2022 dividend per share of 12.5 euro cents, up 4.2% compared to the 2021 dividend, notwithstanding the difficult context.

The dividend amount, which will be paid starting from 21 June 2023, indicates that Hera can continue to remunerate shareholders over years with dividends that have proven to succeed in being flat or growing since the time of its foundation, regardless of the events, even unpredictable, which may impact the external context, such as those experienced in the last three years.

The growth in the 2022 dividend also confirms the trajectory envisaged in Hera’s Business Plan, which targets a 2026 dividend of 15 euro cents.


The Guidance given by the previous Board was fully accepted

The resolutions of the 2023 Shareholders’ Meeting were consistent with the indications given by the outgoing Board members, based on their experience over the past three years, as expressed in the document containing the Guidance on the composition of the new Board.

A total of 638 shareholders attended the 2023 Annual Meeting, either in person or by proxy, for a total of 1,125,014,563 ordinary shares, equal to 75.5% of Hera’s share capital.

The total number of members of the Board of Directors has been confirmed at 15: a number considered adequate, both in view of the size and complexity of Hera’s organisational structure, and to ensure that the Board Committees can entrust a decisive role to Non-Executive and Independent Directors, having a large number of Members at their disposal.

The personal and professional characteristics that the outgoing Board hoped to find in the figures who would hold the position of Executive Chairman, Vice-Chairman, Chief Executive Officer and Member of the Board of Directors are also fully reflected in the profile of the appointed persons.


The new BoD is formed by members coming from three different lists, two of which are minority lists

The following Directors were appointed from the majority list, expressed by the shareholders’ agreement of Hera’s public shareholders: Cristian Fabbri, Orazio Iacono, Gabriele Giacobazzi, Fabio Bacchilega, Gianni Bessi, Grazia Ghermandi, Alessandro Melcarne, Lorenzo Minganti, Milvia Mingozzi, Marina Monassi, and Monica Mondardini. A total of 64 shareholders, representing 53.2% of the overall voting rights, voted in favour of this list.

Three directors were appointed from the list presented by a group of institutional investors that together control 1.2% of Hera’s share capital: Francesco Perrini, Paola Gina Maria Schwizer and Alice Vatta. A total of 553 shareholders, representing 18.9% of the overall voting rights, voted in favour of this minority list.

From the list presented by the Gas Rimini Group, which controls 1% of the capital, Director Bruno Tani was appointed. A total of 14 shareholders, representing 6.3% of the overall voting rights, voted in favour.

What happened confirms the ability of Hera’s governance to make room for proposals from shareholders of different nature, thus enriching its Board with highly professional figures committed to make a concrete contribution.


Hera has a new Executive Chairman, who ensures competence and continuity

Following the Shareholders’ Meeting, the new Board appointed Cristian Fabbri as Executive Chairman and confirmed Orazio Iacono in the role of CEO.

Cristian Fabbri – who can boast a long career, of no less than 17 years at Hera, with increasing responsibilities over time, up to the role of CEO of Hera Comm – takes the witness from the former Chairman, Mr. Tomaso Tommasi di Vignano, who successfully led the Group for over 20 years. His in-depth knowledge of Hera’s sector and specificities, as well as the leadership style developed during his internal professional career, are the prerequisites for Cristian Fabbri to ensure continuity in the growth path, while providing new energies.

On the other hand, the appointment of Orazio Iacono, who has joined Hera in May 2022 already in the role of CEO, after an eventful career that also saw him at the helm of Trenitalia.

From the 2023 Shareholders’ Meeting
come resolutions and appointments
that will make a difference in the
coming years, through a process that
confirms the strength of Hera’s
governance and the importance of the vote
of its shareholders, both public and

8 May 2023
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