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Hera — AGM Information 2020
Apr 8, 2020
4260_rns_2020-04-08_f7a91180-4560-4ade-a8c8-b12e44423787.pdf
AGM Information
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TREVISAN & ASSOCIATI STUDIO LEGALE Viale Majno 45 – 20122 Milan Tel. +39.02.80.51.133 Fax +39.02.86.90.111 [email protected] www.trevisanlaw.it
Hera S.p.A. Viale C. Berti Pichat 2/4 40127 – Bologna
by email: [email protected]
Milan, 2 April 2020
Subject: Filing of the list for the Board of Directors of Hera S.p.A. pursuant to Article 17 of the Articles of Association
To Hera S.p.A.
We hereby inform you that, on behalf of the shareholders: Amundi Luxembourg SA – Amundi European Equity Small Cap; Amundi Asset Management SGR S.p.A. fund manager for: Amundi Dividendo Italia, Amundi Risparmio Italia, Amundi Sviluppo Italia; APG Asset Management N.V., fund manager for Stichting Depositary APG Developed Markets Equity Pool, Stichting Depositary APG Developed Markets Equity Minimum Volatility Pool; ARCA Fondi SGR S.p.A. fund manager for Arca Azioni Italia; Etica SGR S.p.A. fund manager for Etica Rendita Bilanciato, Etica Obbligazionario Misto, Etica Bilanciato, Etica Azionario; Eurizon Capital SGR S.p.A. fund manager for: Eurizon Progetto Italia 70, Eurizon Azioni Italia, Eurizon PIR Italia Azioni, Eurizon Progetto Italia 40; Eurizon Capital S.A. fund manager for Eurizon Fund, Italian Equity Opportunities subfund; Fideuram Asset Management Ireland fund manager for Fonditalia Equity Italy; Fideuram Investimenti SGR S.p.A. fund manager for: Fideuram Italia, Piano Azioni Italia, Piano Bilanciato Italia 50; Interfund Sicav – Interfund Equity Italia; Kairos Partners SGR S.p.A. management company of Kairos International Sicav subfunds: Italia, Target Italy Alpha; Legal & General Assurance (Pensions Management) Limited; Mediolanum Gestione Fondi SGR S.p.A. fund manager for: Mediolanum Flessibile Futuro Italia, Mediolanum Flessibile Sviluppo Italia; Mediolanum International Funds Limited – Challenge Funds – Challenge Italian Equity; Pramerica SGR S.p.A. – Pramerica Sicav subfunds Italian Equity and Clean Water, we are arranging the filing of the joint list for the appointment of the members of the Board of Directors of your Company proposed by the above, which will take place during your Extraordinary and Ordinary Shareholders' Meeting to be held at the registered office – Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call, with the specification that the above named shareholders hold a total percentage of 1.80784% (26,928,425 shares) of the share capital.
Yours sincerely,
Mr. Dario Trevisan (lawyer) Mr. Andrea Ferrero
(lawyer)
(illegible signature) (illegible signature)
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Amundi Luxembourg SA – Amundi European Equity | ||
| Small Cap | 2,136,669 | 0.143445% |
| Amundi Asset Management SGR SpA – Amundi | ||
| Dividendo Italia | 409,492 | 0.027491% |
| Amundi Asset Management SGR SpA – Amundi | ||
| Risparmio Italia | 1,705,441 | 0.114495% |
| Amundi Asset Management SGR SpA – Amundi | ||
| Sviluppo Italia | 2,340,000 | 0.157096% |
| Total | 6,591,602 | 0.442526% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
Amundi Società di Gestione del Risparmio S.p.A. Registered Office: Via Cernaia, 8/10 – 20121 Milan – MI – Italy Tel. (+39) 02 00 651 – Fax (+39) 02 00 655 751 – amundi.it Management and coordination Amundi Asset Management (SAS)
Sole Shareholder – Share Cap. €67,500,000 fully paid-in – Tax Code, VAT No. and Registration in Milan Companies Register 05816060965 Member of the National Guarantee Fund and registered in the Register of Asset Management Companies (no. 40 UCITS Managers Section and no. 105 AIF Managers Section)
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
Amundi Società di Gestione del Risparmio S.p.A. Registered Office: Via Cernaia, 8/10 – 20121 Milan – MI – Italy Tel. (+39) 02 00 651 – Fax (+39) 02 00 655 751 – amundi.it Management and coordination Amundi Asset Management (SAS) Sole Shareholder – Share Cap. €67,500,000 fully paid-in – Tax Code, VAT No. and Registration in Milan Companies Register 05816060965 Member of the National Guarantee Fund and registered in the Register of Asset Management Companies (no. 40 UCITS Managers Section and no. 105 AIF Managers Section)
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Amundi SGRpA The Official Representative Head of Fund Admin Andrea Valenti (illegible signature)
Amundi Società di Gestione del Risparmio S.p.A. Registered Office: Via Cernaia, 8/10 – 20121 Milan – MI – Italy Tel. (+39) 02 00 651 – Fax (+39) 02 00 655 751 – amundi.it Management and coordination Amundi Asset Management (SAS) Sole Shareholder – Share Cap. €67,500,000 fully paid-in – Tax Code, VAT No. and Registration in Milan Companies Register 05816060965 Member of the National Guarantee Fund and registered in the Register of Asset Management Companies (no. 40 UCITS Managers Section and no. 105 AIF Managers Section)
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| APG Asset Management NV fund manager for Stichting Depositary APG Developed Markets Equity Pool |
2,000,000 | 0.13% |
| APG Asset Management NV fund manager for Stichting Depositary APG Developed Markets Equity Minimum Volatility Pool |
7,000,000 | 0.47% |
| Total | 9,000,000 | 0.60% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office – Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125 ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no g rounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
APG, (illegible) (illegible signature)
Signature of shareholders (illegible)
Date, 30 March 2020
(illegible signature) (illegible signature)
Milan, 30 March 2020 Ref. AD/498 UL/dp
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| ARCA Fondi SGR – Arca Azioni Italia | 1,680,300 | 0.11% |
| Total | 1,680,300 | 0.11% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
ARCA FONDI SGR S.p.A. The Managing Director (Ugo Loser) (illegible signature)
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Etica SGR S.p.A. – F.do Etica Bilanciato | 626,521 | 0.04% |
| Etica SGR S.p.A. – F.do Etica Obbligazionario Misto | 136,509 | 0.01% |
| Etica SGR S.p.A. – F.do Etica Azionario | 236,900 | 0.02% |
| Etica SGR S.p.A. – F.do Etica Rendita Bilanciata | 201,266 | 0.01% |
| Total | 1,201,196 | 0.08% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
Via Napo Torriani 29 – 20124 Milan www.eticasgr.com VAT No. and tax code 13285580158 R.E.A. 1634082 tel. +39 02 67071422 – fax +39 02 67382896 [email protected] Milan Comp. Reg. 13285580158 Share Cap. €4,500,000 All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
Page 2 of 3
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
(illegible signature)
Signature of the General Manager
Date 26 March 2020
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Eurizon Fund – Italian Equity Opportunities | 143,144 | 0.0096 |
| Total | 143,144 | 0.0096 |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Wednesday, 25 March 2020
Jérôme Debertolis Marco Bus Conducting Officer General Manager
(illegible signature) (illegible signature)
Member of the National Guarantee Fund
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Eurizon Capital SGR S.p.A.-Eurizon progetto italia 70 | 262,800 | 0.018% |
| Eurizon Capital SGR S.p.A.-Eurizon azioni italia | 433,339 | 0.029% |
| Eurizon Capital SGR S.p.A.-Eurizon pir italia azioni | 38,970 | 0.003% |
| Eurizon Capital SGR S.p.A.-Eurizon progetto italia 40 | 255,960 | 0.017% |
| Total | 991,069 | 0.067% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
Registered Office Piazzetta Giordano Dell'Amore, 3 20121 Milan – Italy Tel. +39 02 88101 Fax +39 02 88106500 Eurizon Capital SGR S.p.A. Share Capital €99,000,000.00 fully paid-in • Tax Code and registration Milan Companies Register 04550250015. Company belonging to the "Intesa Sanpaolo" VAT Group. VAT No. 11991500015 (IT 1199150001) • Registered in the Register of Asset Management Companies at no. 3 in the UCITS Managers Section and no. 2 in the AIF Managers Section • Company subject to management and coordination of Intesa Sanpaolo S.p.A. and member of the Intesa Sanpaolo Banking Group, registered in the Register of Banking Groups • Sole Shareholder: Intesa Sanpaolo S.p.A. •
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of
Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
(illegible signature) Signature of shareholders
Date 26 March 2020
FIDEURAM ASSET MANAGEMENT IRELAND
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| FIDEURAM ASSET MANAGEMENT (Ireland) – (FONDITALIA EQUITY ITALY) |
986,000= | 0.066% |
| Total | 986,000= | 0.066% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
LIST FOR THE BOARD OF DIRECTORS
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
_____________________________________________________________________________________________________________ Fideuram Asset Management (Ireland) dac Regulated by the Central Bank of Ireland. A subsidiary of Fideuram – Intesa Sanpaolo Private Banking S.p.A. (Intesa Sanpaolo Group) Directors: P. O'Connor Chairman R. Mei (Italian) Managing Director V. Parry (British) Director W. Manahan Director G. La Calce (Italian) Director C. Russo (Italian) Director
Registered in UK under No. FC034080, Branch No. BR019168 – VAT No. 654 0421 63
Address: International House, 3 Harbourmaster Place, IFSC, Dublin D01 K8F1 – Ireland
Share Capital €1,000,000 – Registered in Dublin, Ireland, Company's Registration no. 349135 – VAT No. IE 6369135L
Fideuram Asset Management (Ireland) dac London Branch Regulated by the Central Bank of Ireland and Financial Conduct Authority Address: 90 Queen's Street, London EC4N 1SA.
FIDEURAM ASSET MANAGEMENT IRELAND
| 3. | Paola Gina Maria | Schwizer |
|---|---|---|
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
FIDEURAM ASSET MANAGEMENT IRELAND
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Fideuram Asset Management (Ireland)
(illegible signature) Roberto Mei
30 March 2020
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| FIDEURAM INVESTIMENTI SGR S.p.A. (FIDEURAM ITALIA PIANO AZIONI ITALIA-PIANO BILANCIATO ITALIA 50) |
733,000 | 0.049% |
| Total | 733,000 | 0.049% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
LIST FOR THE BOARD OF DIRECTORS
_____________________________________________________________________________________________________________
Fideuram Investimenti Società di Gestione del Risparmio S.p.A. Registered Office: Via Montebello, 18 20121 Milan Share Capital EUR 25,850,000.00 Milan Monza Brianza Lodi Companies Register and Tax Code 07648370588 Company belonging to the Intesa Sanpaolo VAT Group – VAT No. 11991500015 (IT11991500015) Registered in the Register of Asset Management Companies held by the Bank of Italy pursuant to Article 35 of Italian Legislative Decree 58/1998 at no. 12 in the UCITS Managers Section and at no. 144 in the AIF Managers Section Member of the National Guarantee Fund Member of the "Intesa Sanpaolo" Banking Group registered in the Register of Banking Groups Management and Coordination Intesa Sanpaolo S.p.A.
| 4. | Alice | Vatta |
|---|---|---|
| 5. | Manlio | Costantini |
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
FIDEURAM INVESTIMENTI
3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Fideuram Investimenti SGR S.p.A.
(illegible signature) Gianluca La Calce
30 March 2020
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| INTERFUND SICAV (INTERFUND EQUITY ITALY) | 39,000= | 0.003% |
| Total | 39,000= | 0.003% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 4) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 5) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 6) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Interfund SICAV (illegible signature) Massimo Brocca
30 March 2020
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| KAIROS PARTNERS SGR S.p.A. (as Management Company di Kairos International Sicav - subfund ITALIA) |
150,000 | 0.01007% |
| KAIROS PARTNERS SGR S.p.A. (as Management Company di Kairos International Sicav - subfund TARGET ITALY ALPHA) |
14,000 | 0.00094% |
| Total | 164,000 | 0.01101% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
LIST FOR THE BOARD OF DIRECTORS
| 5. | Manlio | Costantini |
|---|---|---|
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
(illegible signature) Signature of the shareholders Date 30 March 2020
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Legal & General Assurance (Pensions Management) Limited |
2,599,114 | 0.17 |
| Total | 2,599,114 | 0.17 |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
LIST FOR THE BOARD OF DIRECTORS
Legal & General INVESTMENT MANAGEMENT
| 4. | Alice | Vatta |
|---|---|---|
| 5. | Manlio | Costantini |
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
Legal & General INVESTMENT MANAGEMENT
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
DocuSigned by: (illegible signature) 38B09982AFCB4D2… Signature of the shareholders
Date 4 January 2020
mediolanum INTERNATIONAL FUNDS
Fax: +353 1 2310805
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Mediolanum International Funds Limited – | 300,000 | 0.0133% |
| Challenge Funds – Challenge Italian Equity | ||
| Total | 300,000 | 0.0133% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname | ||
|---|---|---|---|---|
| Mediolanum International Funds Ltd th Floor, The Exchange 4 |
Registered in Dublin No: 264023 Directors: A. Bates, C. Bocca (Italian), M. Nolan, |
|||
| Georges Dock IFSC |
F. Pietribiasi (Managing) (Italian), P. O'Faherty, G Gessi (Italian), C Jaubert (French), J Corrigan. |
|||
| Dublin 1 | ||||
| Ireland | ||||
| Tel: +353 1 2310800 | Mediolanum International Funds Limited is regulated by the Central Bank of Ireland |
LIST FOR THE BOARD OF DIRECTORS
mediolanum INTERNATIONAL FUNDS
| 1. | Erwin Paul Walter | Rauhe |
|---|---|---|
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
Mediolanum International Funds Ltd 4 th Floor, The Exchange Georges Dock IFSC Dublin 1 Ireland Tel: +353 1 2310800 Fax: +353 1 2310805
Registered in Dublin No: 264023 Directors: A. Bates, C. Bocca (Italian), M. Nolan, F. Pietribiasi (Managing) (Italian), P. O'Faherty, G Gessi (Italian), C Jaubert (French), J Corrigan.
Mediolanum International Funds Limited is regulated by the Central Bank of Ireland
mediolanum INTERNATIONAL FUNDS
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
DocuSigned by:
(illegible signature)
Signature of the shareholders E6E18D043A9342F
Date 25 March 2020 17:57 GMT
Mediolanum International Funds Ltd 4 th Floor, The Exchange Georges Dock IFSC Dublin 1 Ireland Tel: +353 1 2310800 Fax: +353 1 2310805
Registered in Dublin No: 264023 Directors: A. Bates, C. Bocca (Italian), M. Nolan, F. Pietribiasi (Managing) (Italian), P. O'Faherty, G Gessi (Italian), C Jaubert (French), J Corrigan.
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| Mediolanum Gestione Fondi fund manager of Mediolanum Flessibile Futuro Italia |
1,700,000 | 0.12% |
| Mediolanum Gestione Fondi fund manager of Mediolanum Flessibile Sviluppo Italia |
200,000 | 0.01% |
| Total | 1,900,000 | 0.13% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
Registered Office Palazzo Meucci - Via F. Sforza 20080 Basiglio (MI) - T +39 02 9049.1 [email protected]
Mediolanum Gestione Fondi SGR p.A.
Share capital EUR 5,164,600.00 fully paid-in – Tax Code – VAT No. – Milan Companies Register no. 06611990158 – Company belonging to the Mediolanum Group – Company registered in the Register of Asset Management Companies pursuant to Article 35 of Italian Legislative Decree 58/1998 at number 6 in the "UCITS Managers" Section and at number 4 in the "AIF Managers" Section – Member of the National Guarantee Fund – Company subject to the management and coordination of Banca Mediolanum S.p.A. Sole Shareholder Company
www.mediolanumgestionefondi.it
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
mediolanum
GESTIONE FONDI
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Authorised signature (illegible signature)
Milano Tre, 26 March 2020
LIST FOR THE APPOINTMENT OF THE MEMBERS OF THE BOARD OF DIRECTORS OF HERA S.p.A.
The holders of ordinary shares of Hera S.p.A. ("Company" and/or "Issuer") indicated below, representing the following percentages of share capital:
| Shareholder | no. shares | % share capital |
|---|---|---|
| PRAMERICA SICAV (subfund Italian Equity, Clean Water) |
600,000 | 0.04% |
| Total | 600,000 | 0.04% |
considering that
▪ the Company's extraordinary and ordinary shareholders' meeting has been convened and will be held at the registered office –Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. on single call ("Shareholders' Meeting"), during which, inter alia, the members of the Board of Directors will be appointed through a list voting system,
in light of
▪ the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code for listed companies ("Corporate Governance Code") on the submission of lists of candidates for the purpose of the aforesaid appointment, including therein the rules on relationships of association between major shareholders and minority shareholders,
taking into account
▪ the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree no. 58/98 ("TUF" - Consolidated Law on Finance) as published on the Issuer's website,
hereby submit
▪ the following list of candidates, namely the persons in the order indicated for the election of the Board of Directors of the Company:
| No. | Name | Surname |
|---|---|---|
| 1. | Erwin Paul Walter | Rauhe |
| 2. | Gianmarco | Montanari |
| 3. | Paola Gina Maria | Schwizer |
| 4. | Alice | Vatta |
| 5. | Manlio | Costantini |
LIST FOR THE BOARD OF DIRECTORS
Pramerica SGR S.pA.
Register of Asset Management Companies – UCITS Managers Section no. 25, AIF Managers Section no. 179 – Administrative Headquarters Via Monte di Pietà 5,20121 Milan - Tel. +39 02 43024.1, Fax +39 02 57760688, E-mail [email protected]. Member of the UBI Banca VAT Group with VAT no. 04334690163 - UBI Banca Group –Register of Groups no. 3111.2 –Subject to the management and coordination of UBI Banca. Registered Office Pzza Vittorio Veneto 8,24122 Bergamo – Share Capital €19,955,465 fully paid-in –Tax Code / Bergamo Companies Register no. 02805400161
All the candidates have certified that they meet the requirements of independence established by the law, the Articles of Association, the Corporate Governance Code for listed companies and by current legislation.
The undersigned Shareholders
also declare
- the absence of relationships of association and/or of significant relations, also pursuant to CONSOB Communication no. DEM/9017893 of 26 February 2009, with shareholders who – on the basis of the disclosures of significant shareholdings referred to in Article 120 of the TUF or of the publication of shareholders' agreements pursuant to Article 122 of the TUF, as can be seen as of this date on the Issuer's website and on the website of the Italian Companies and Exchange Commission (CONSOB) – individually or jointly hold a controlling or relative majority shareholding as provided for by Articles 147-ter(3) of the TUF and 144-quinquies of the Issuers' Regulations approved by Resolution 11971/99 ("Issuers' Regulations") and more generally by the Articles of Association and by current legislation;
- that, following a reasoned request from the Company, they will undertake to produce suitable documentation to confirm the truthfulness of their declarations,
hereby delegate
Messrs Dario Trevisan (tax code TRVDRA64E04F205I) and Andrea Ferrero (tax code FRRNDR87E05L219F), lawyers with address for service c/o Studio Legale Trevisan & Associati, at Viale Majno 45, Milan, to file, in their name and on their behalf, jointly and/or severally, this list of candidates for the appointment of the Company's Board of Directors, accompanied by the relevant documentation, at the same time authorising them to notify the competent authorities and the Market management companies that the list has been filed, if and so far as necessary.
* * * * *
The list is submitted with the following documentation:
- 1) declaration from each candidate stating their acceptance of the candidacy and satisfaction of the legal requirements, also certifying under their own responsibility that there are no grounds for ineligibility or incompatibility and that they meet the requirements of independence established by legislation and regulations, the Issuer's Articles of Association and the Corporate Governance Code, and more generally by any other provision, in so far as applicable;
- 2) curriculum vitae stating the personal and professional characteristics of each candidate, accompanied by a list of the administration, management and control positions held in other companies and legally relevant,
- 3) copy of an identity document of each candidate.
The communication/certification – concerning ownership of the number of shares registered to those entitled on the date the list is submitted – will be sent to the Company in accordance with current regulations.
* * * * *
Document classified as Internal Use
If your Company should need to contact those who submitted the list, please address your queries to Studio Legale Trevisan & Associati, Viale Majno 45, 20123 Milan, tel. +39 02/877307, fax +39 02/8690111, email [email protected] or [email protected].
Document signed by: ANDREA GHIDONI 27.03.2020 09:45:33 UTC
(illegible signature) Signature of the shareholders
Date
Document classified as Internal Use
DECLARATION OF ACCEPTANCE OF THE CANDIDACY TO MEMBER OF THE BOARD OF DIRECTORS WITH CONFIRMATION OF SATISFACTION OF THE LEGAL AND INDEPENDENCE REQUIREMENTS
The undersigned Erwin Paul Walter RAUHE, born in Castelrotto (Bolzano) on 28 October 1955,
considering that
- A) he was designated by a number of shareholders as a candidate for the purpose of the election of the Board of Directors at the extraordinary and ordinary shareholders' meeting of Hera S.p.A. ("Company") which will be held at the Company's registered office – Viale C. Berti Pichat 2/4, Bologna – at "Spazio Hera", on 29 April 2020, at 10.00 a.m. in a single call ("Shareholders' Meeting"),
- B) he is aware of the provisions of current legislation and regulations, the Company's Articles of Association and the Corporate Governance Code issued by the Corporate Governance Committee ("Corporate Governance code"), on the submission of lists of candidates for the purpose of the aforesaid appointment, including the rules on relationships of association between major shareholders and minority shareholders, as well as the guidelines contained in the Explanatory Report provided by the Company's Board of Directors on the items on the Agenda of the Shareholders' Meeting pursuant to Article 125-ter of Italian Legislative Decree 58/98 (TUF - "Consolidated Law on Finance") as published on the Company's website ("Report"),
now therefore
the undersigned, under his own sole responsibility, in accordance with the law and the Articles of Association, and for the purposes set forth in Article 76 of Italian Presidential Decree no. 445 of 28 December 2000 in the event of document forgery or false statements,
declares
- the non-existence of grounds for ineligibility, forfeiture and incompatibility for fulfilling the office of Member of the Company's Board of Directors (also pursuant to Articles 2382 and 2387 of the Italian Civil Code);
- that he satisfies all the requirements established by and stated in current laws and regulations and in the Company's Articles of Association, including the requirements of professionalism and honourability pursuant to Article 147-quinquies(1) of the TUF (as identified by Italian Ministerial Decree no. 162 of 30 March 2000)
- that he satisfies all the requirements of independence, as required by current legislation (Articles 147 ter(4) and 148(3) TUF) and regulations (Article 114-quinquies of the Issuers' Regulations approved by Resolution 11971/99), and as required and established by the Company's Articles of Association, the Corporate Governance Code and the Report for appointment to the aforesaid office and more generally by any other applicable provision;
- that he does not exercise and/or hold similar offices in management, supervisory and control bodies in companies or groups of companies competing with the Company;
- that he complies with the limit on the maximum number of offices that can be held, as provided for by law and by the Articles of Association and more generally by current legislation;
- that he has submitted his curriculum vitae, accompanied by a list of the administration and control positions held in other companies and of relevance pursuant to current laws and regulations, the Articles of Association and the Corporate Governance Code, as well as a copy of an identity document, hereby authorising their publication;
- that he undertakes to promptly notify the Company and, on its behalf, the Board of Directors, of any change in the information on his personal and professional characteristics provided in the declaration;
- that he undertakes to produce, at the Company's request, the necessary documentation suitable to confirm the truthfulness of the information stated;
- that he is aware, pursuant to and for the purposes of the General Data Protection Regulation Regulation (EU) 2016/679 and in accordance with current prevailing law, that the personal data collected will be processed by the Company, including by computer, exclusively within the scope of the procedure for which this statement is made, authorising the Company to carry out the legally required publications for this purpose.
lastly declares
- that he irrevocably accepts the candidacy to the office of director of the Company and any appointment to the office of director of the Company;
- that he is not a candidate on any other list filed in connection to the election of the body and/or the corporate bodies of the Company to be held at the Shareholders' Meeting
Yours faithfully,
Signature: [Illegible signature] Date: 26 March 2020
I hereby authorise the processing of personal information pursuant to EU Regulation 679/2016 for any purpose related to activities concerning its acceptance.
Erwin P. Walter RAUHE
He is currently an independent director and member of the Control and Risk Committee of HERA SpA and is the Chairman (without legal representation) of HERA Comm. SpA.
He also holds the office of Independent Director of Isagro SpA and is Chairman of the company's Independent Directors Committee.
He also holds the position of independent director of SOL SpA.
He is a director of Eingenmann & Veronelli SpA and a member of the Appointments and Compensation Committee of the same family-owned company.
He is a director and past President of the Italian-German Chamber of Commerce in Milan, a member of the Board of the German Association of the Chambers of Commerce and Industry in Berlin, an Administrator of Executive Advocacy, a company specializing in consultancy for senior management.
In Spain he is adjunct professor at the Chair of Business Strategy of IESE of Barcelona (University of Navarra) and is a member of the Board of Directors of an industrial start-up.
As Senior Advisor he follows the investments in Italy of Deutsche Beteiligung AG of Frankfurt.
From 2009 until the end of 2016 he was Senior Vice President of the German chemical group BASF SE and President of the Southern Europe Region (Portugal, Spain, Italy, Greece, Malta and Israel). He was Vice Chairman of Federchimica until 2017, Vice Chairman of Feique (association of Spanish chemical industries), member of the Assolombarda Council and of various committees of Confindustria.
Previously he held different operational responsibilities in the BASF Group, both globally - based in Germany - and regionally as Country Manager in Switzerland, Spain and Italy. The professional responsibility in Spain was significant, where the Group's main industrial complex is located outside of Germany. Among his previous responsibilities, as Group Vice President, the Group's global activities in the Fine Chemistry sector, a sector that includes the Vitamins, Cosmetics and Pharmaceuticals activities.
Education: Graduated in Economics from the Catholic University of Milan
Master and executive training carried out at INSEAD (Fontainebleau), IMD (Lausanne), IESE (Barcelona), Bocconi (Milan), MIT (New York and Pabble Beach)
Languages: Italian and German (mother tongue) English (excellent) Spanish (excellent) French (basic) Personal data Born in Castelrotto (Bolzano / ltaly) on 28th October 28 1955
Milan, March 2020
Erwin Paul Walter RAUHE
Professional experience
- As of 2017 Board member in different Italian and Spanish companies
- 2009 - 2016 BASF Senior Vice President with responsibility for the Sub-Region of Southern Europe, which includes not only Italy and Spain but also Portugal, Greece and Israel. In Italy and Spain he is the CEO of the parent companies in the country. With approx. 5,000 employees, sales revenues of circa € 3.6 billion and circa € 1.6 billion in production value in 18 production sites it represents BASF's most important European subregion after Germany.
- 2005 - 2009 BASF Group Vice President with responsibility for the country Italy, CEO of the parent company in the country where he led the expansion of the Group with strong commercial and production acquisitions in the country. In the period 200-2016 the BASF Group doubled its sales as well as the number of employees in Italy.
- 2001 - 2005 Assumed the lead of BASF Group's activities in the Iberian Peninsula, a responsibility which also includes the Tarragona plant which represents the Group's largest production site in Europe outside Germany.
- 1997 - 2001 Appointed Group Vice President, he assumes global responsibility for Marketing and Sales for BASF's Fine Chemistry Division. In 1999 his responsibilities were extended to include those of the Vitamins sector (for the human nutrition sector, animal nutrition and for applications in the cosmetic and pharmaceutical sector), a responsibility which also includes all the Division's production plants located outside Germany.
- 1994 - 1997 He moved to Germany at the BASF headquarters in order to assume global responsibility for the commercial area of a sector of the Intermediate Chemical Products Division.
- 1991 -1994 He moved to Switzerland to assume responsibility for sales of the BASF Group in this country as Deputy General Director.
- 1988 -1990 Administrative and Financial Director of BASF Italia SpA
- 1974 -1987 Different experiences in the various functions of the administrative and financial division of BASF Italia's Controlling department.
DECLARATION CONCERNING POSITIONS HELD IN OTHER COMPANIES
The undersigned Erwin Paul Walter RAUHE, born in Castelrotto on 28th October 1955, with reference to the acceptance of the candidacy for the office of Director of the company Hera S.p.A.,
HEREBY DECLARES
to hold the following administration and control positions in the following companies:
-
Independent director of SOL SpA
-
Independent director of Isagro SpA
In witness whereof,
Erwin Paul Walter RAUHE
Place and date
Castelrotto, 30/03/2020
CHAMBERS OF COMMERCE OF ITALY
Registry of Companies -Official Archive of the Chamber of Commerce, Industry,Handicrafts and Agriculture
PERSONAL DATA FILE WITH CURRENT OFFICES
RAUHE ERWIN PAUL WALTER
PERSONAL DATA
Born in CASTELROTTO (BZ) on 28/10/1955
07GM6L
The QR Code allows you to verify the correspondence between this document and the one archived at the time of extraction. For the purposes of verification, use the RI QR Code App or visit the official website of the Registry of Companies.
THE INDIVIDUAL PARTY IN FIGURES
No. of companies in which he/she holds at least one office 7
No. of companies in which he/she is a representative 3
Personal information reported from the most recent declaration submitted to the Registry of Companies and relative to the company SOL S.P.A.
Economic & Administrative number: MB-991655
Footer:
Service generated by InfoCamere on behalf of the Italian Chambers of Commerce
Document no. T 352478748 extracted from the Registry of Companies on 26/03/2020
Header:
Registry of Companies
Official archive of the Chamber of Commerce
Document no. T 352478748 extracted from the Registry of Companies on 26/03/2020
RAUHE ERWIN PAUL WALTER
Tax ID RHARNP55R28C254G
Table of contents
1 Companies in which the partyholds offices and positions 2
1 Companies in which the party holds offices and positions
| Name | Office | |||
|---|---|---|---|---|
| HERA S.P.A. | ||||
| Tax ID 04245520376 |
Director | |||
| HERA COMM S.P.A. | Chairman of the board of directors, director | |||
| Tax ID 02221101203 |
||||
| SOL S.P.A. | ||||
| Tax ID 04127270157 |
Director | |||
| EIGENMANN & VERONELLI S.P.A. | ||||
| Tax ID 08670900151 |
Director | |||
| ISAGRO S.P.A. | ||||
| Tax ID 09497920158 |
Director | |||
| RABOFIN S.R.L. | ||||
| Tax ID 05046270962 |
Sole director | |||
| EXECUTIVE ADVOCACY S.R.L. | ||||
| Tax ID 09866460968 |
Sole director |
HERA S.P.A. JOINT STOCK COMPANY
Registered office: BOLOGNA (BO) VIALE BERTI PICHAT 2/4 ZIP CODE 40127 Certified e-mail: [email protected] Tax Code: 04245520376 Economic & Administrative number: BO- 363550 Activities: Start date of the company's activity: 01/01/1997 ATECORI 2007 classification: Activity: 36 - COLLECTION, TREATMENT AND SUPPLY OF WATER Offices: Director Appointed with deed dated 27/04/2017 Durationof office: until approval of the financial statements as of 31/12/2019
HERA COMM S.P.A. JOINT STOCK COMPANY
Registered office: IMOLA (BO) VIA MOLINO ROSSO 8 ZIP CODE 40026
Certified e-mail: [email protected]
Tax Code: 02221101203
Economic & Administrative number: BO- 421914
Activity: Start date of the company's activity: 01/01/2002
ATECORI 2007 classification:
Activity: 35.23 – Marketing of gas distributed by pipelines
Offices: Chairman of the Board of Directors Appointed with deed dated 16/05/2017 Duration in office: until approval of the financial statements at 31/12/2019 Director Appointed with deed dated 16/05/2017 Duration in office: until approval of the financial statements as of 31/12/2019 SOL S.P.A. JOINT STOCK COMPANY Registered office: MONZA (MB) VIA GEROLAMO BORGAZZI 27 ZIP CODE 20900 Certified e-mail: [email protected] Tax Code: 04127270157 Economic & Administrative number: MB-991655 Activities: Start date of the company's activity: 30/06/1981 ATECORI 2007 classification: Activity: 20.11 - Manufacturing of industrial gases Offices: Director Appointed with deed dated 10/05/2019 Duration of office: until approval of the financial statements as of 31/12/2021 EIGENMANN & VERONELLI S.P.A. JOINT STOCK COMPANY Registered office: RHO (MI) VIA DELLA MOSA 6 ZIP CODE 20017
Certified e-mail: [email protected]
Tax Code: 08670900151
Economic & Administrative number: MI-1238332
Activities: Start date of the company's activity: 09/03/1987
ATECORI 2007 classification:
Activity: 20.59 - Manufacturing of chemical products (not codified elsewhere)
Offices: director
Appointed with deed dated 20/04/2018
Duration of office: until approval of the financial statements as of 31/12/2020
ISAGRO S.P.A. JOINT STOCK COMPANY
Registered office: MILAN (MI) VIA CALDERA 21 ZIP CODE 20153 CALDERA PARK - ORANGE BUILDING
Certified e-mail: [email protected]
Tax Code: 09497920158
Economic & Administrative number: MI-1300947
Activities: Start date of the company's activity: 31/01/1995
ATECORI 2007 classification:
Activity: 46.75 - Wholesale of chemical products
Offices: director
Appointed with deed dated 24/04/2018
Duration of office: until approval of the financial statements as of 31/12/2020
RABOFIN S.R.L. LIMITED LIABILITY COMPANY
Registered office: MILAN (MI) VIALE TUNISIA 48 ZIP CODE 20124
Certified e-mail: [email protected]
Tax Code: 05046270962
Economic & Administrative number: MI-1791938
Activities: Starting date of the company's activity: 02/01/2006
ATECORI 2007 classification:
Activity: 68.1 - Sale and purchase of owned real estate
Offices: Sole director
Appointed with deed dated 30/04/2018
Duration of office: until revocation
EXECUTIVE ADVOCACY S.R.L LIMITED LIABILITY COMPANY
Registered office: MILAN (MI) VIALE TUNISIA 48 ZIP CODE 20124
Certified e-mail: [email protected]
Tax Code: 09866460968
Economic & Administrative number: MI-2118265
Activities: Start date of the company's activity: 21/03/2017
ATECORI 2007 classification:
Activities: 70.22.09 - Other business management consultancy and other administrative-managerial consultancy and business planning activities
Offices: Sole director
Appointed with deed dated 21/03/2017
Duration of office: until revocation
DECLARATION OF ACCEPTANCE OF THE CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH
CERTIFICATION OF THE EXISTENCE OF THE PREREQUISITES OF LAW AND OF INDEPENDENCE
The undersigned Gianmarco Montanari, born in Novara on 20/04/1972,
whereas
A) he has been designated by certain shareholders for appointment to the Board of Directors at the extraordinary and ordinary shareholders' meeting of Hera S.p.A. (the "Company") to be held at the registered office - Viale C. Berti Pichat no. 2 / 4, Bologna – in "Spazio Hera", on 29th April 2020, at 10.00 am in a single call ( the "Meeting"),
B) he is aware of the provisions of the current legislative and regulatory framework as well as of the Company's Articles of Association and the Corporate Governance Code promoted by the Corporate Governance Committee ("Corporate Governance Code") relative to the presentation of the list of candidates for to the aforementioned appointment, including the regulations on relations of connection between reference and minority shareholders as well as the indications contained in the Report of the Board of Directors of the Company on the topics of the agenda of the day of the Shareholders' Meeting pursuant to Article 125.3 of Italian Legislative Decree No. 58 of 24th February 1998 ("TUF") as published on the Company's website (the "Report")
Given the above,
the undersigned, under his own and exclusive responsibility and pursuant to the law and the Articles of Association, as well in accordance with the effects of Art. 76 of the Italian Presidential Decree of 28th December 2000, no. 445 in the case of false deeds and declarations,
hereby declares
- the non-existence of reasons of non-eligibility, forfeiture and incompatibility which would prevent the holding of the position of Director of the Company (also pursuant to Art. 2382 and 2387 of the Italian Civil Code):
- to be in possession of all the prerequisites envisaged and indicated by regulations, including regulatory ones in force, as well as those pursuant to the Articles of Association, including the requirements of professionalism and good standing pursuant to art. 147.5, paragraph 1 of the TUF (also identified by the Ministerial Decree of 30th March 2000. no. 162)
- to be in possession of all independence prerequisites, as required by current legislative provisions (arts. 147.3, paragraph IV, and 148, paragraph III, of the TUF) and regulatory ones (art. 144.5 of the Issuers Regulation approved with resolution 11971/99) in addition to those required and envisaged by the Company's Articles of Association, the Corporate Governance Code and the Report for the appointment to the aforementioned office and, in general, by any further applicable provisions;
- not to exercise and/or hold similar offices in management, supervisory and control bodies in companies or groups of companies competing with the Company;
- to comply with the limit of cumulative offices, as required by law and by the Articles of Association and, more generally, in accordance with current legislation;
- to register the curriculum vitae accompanied by the list of administration and control positions held in other companies, as relevant in accordance with current legislative and regulatory provisions, the Articles of Association and the Corporate Governance Code, as well as a copy of an identity document, authorizing their publication with immediate effectiveness;
- to undertake to promptly notify the Company and, and on its behalf, the Board of Directors of any changes in the information rendered with the declaration and relative to his/her personal and professional characteristics;
- to undertake to produce, at the Company's request, the appropriate documentation required to confirm the truthfulness of the declared data;
- to be informed, in accordance with and by effect of the General Regulations on the Protection of Personal Data - Regulation (EU) 2016/679 as well as currently effective legislation, that the personal data collected will be processed by the Company, even with IT tools, exclusively within the scope of the procedure for which this declaration is made, thereby authorizing it to proceed with the legally required publications for this purpose.
finally declares
- to irrevocably accept the candidacy for the office of director of the Company and any appointment to the office of director of the Company.
- to not to be a candidate on any other list presented in relation with the election of this body and/or corporate bodies of the Company to be held at the time of the Shareholders' Meeting.
In witness whereof,
Signature:
Date: 25/03/2020
I hereby authorize the processing of personal data pursuant to EU Regulation No. 679/2016 for any purpose relative to the activities related to its acceptance.
Gianmarco Montanari
Professional experience
02.2017 — today Fondazione Istituto Italiano di Tecnologia, Director General- Research, Innovation, Start Up 08.2016-01.2017 Equitalia, Central Director, Services Industry 2013-2016 Municipality of Turin, General Director, Public Administration - Holding Company 2009-2013 Equitalia, Central Director, Services Industry 2005-2009 Unicredit Group, Director of Global Services Management (COO + CIO), Banking sector 1998-2005 A&G Management, Senior Manager, Professional services 1997-1998 Rieter Automotive Group, Controller for Italian Division and Assistant CFO and CIO Automotive sector, manufacturing industry Board / Council Membership 2017-present, Board member University of Turin 2017-today, Independent Director and Chairman of the Remuneration Committee and Member of the Risks and Related Parties Committee FinecoBank
2018-present, Board member
Istituti Riuniti Salotto e Fiorito of Rivoli
University Education
2012 Bachelor's Degree in Law and Business Economics Turin Faculty of Law 2011 Bachelor's degree in Administration and Employment Consulting Faculty of Political Sciences of Turin 2007 Specialized degree in Economics and Business Management Turin Faculty of Economics 2005 Bachelor's degree in Business Administration Turin Faculty of Economics 1996 Master's degree in Management Engineering Polytechnic of Turin 1994 Erasmus student at University of Technology of Eindhoven
Advanced Education
2009 OWP, Orchestrating Winning Performance IMD of Geneva 2008 Executive program Bocconi in Milan 2000 Strategy formulation and implementation Columbia University of New York 1999 Young Managers Program INSEAD in Paris 1997 Project Management AMMA of Turin
Publications
Expected 06.2020 Tech Impact. The lights and shadows of technological development
Published by Guerini e Associati
03.2019 Tech Impact. Luci e ombre dello sviluppo tecnologico
Published by Guerini e Associati
09.2016 Marketing del III millennio. Economie emergenti e concept evolutivi di imprese in rete. Prefazione.
Published by Amici d'autore
09.2014 Strategie di Marketing del III millennio. Prefazione
Published by Amici d'autore
03.2014 The Samsung Way
Published by Amici d'autore
Expected 12.2020 World War III. The beginning
TBD Sport business 4.0. The popular shareholding
Professional qualifications
- Qualified to practice the profession of Engineer
- Qualified to exercise the profession of Financial Advisor
- Qualified to practice the profession of journalist
- 6 Sigma BlackBelt certificate
- Completed procedure for the exercise of the profession of Accountant and Auditor
Honors and awards
- Ambassador of Genoa to the world
- Official Order of Merit of the Italian Republic
- Knight, Order of Merit of the Italian Republic
- Noble Protector of the Art of Sant'Olcese
- Testimonial for Ex Alumni of the Polytechnic of Turin
- Graduate Prize of the year from the Faculty of Economics of Turin
I authorize the processing of the personal data contained in my CV, in accordance with Art. 13 of Italian Legislative Decree 196/2003 and Art. 13 of GDPR (EU Reg. 2016/679)
25/03/2020
DECLARATION RELATIVE TO POSITIONS HELD IN OTHER COMPANIES - ENTITIES
The undersigned Gianmarco Montanari, born in Novara on 20/04/1972, with reference to the acceptance of the candidacy for the office of Director of the company Hera S.p.A.,
HEREBY DECLARE
LIST OF POSITIONS COVERED
COMPANY:
FINECO BANK Independent Member of the Board of Directors
ENTITIES:
ITALIAN INSTITUTE OF TECHNOLOGY Director General
TURIN UNIVERSITY Member of the Board of Directors
ISTITUTI RIUNITI SALOTTO E FIORITO Member of the Board of Directors
Milan, 6th March2020
Gianmarco Montanari
DECLARATION OF ACCEPTANCE OF THE CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH CERTIFICATION OF THE EXISTENCE OF THE PREREQUISITES OF LAW AND INDEPENDENCE
The undersigned Paola Gina Maria SCHWIZER, born in Milan on 30th May 1965,
whereas
A) she was appointed by certain shareholders for the purposes of the election of the Board of Directors during the extraordinary and ordinary shareholders' meeting of Hera SpA, (the "Company") to be held at the registered office - Viale C. Berti Pichat No. 2 / 4, Bologna - at "Spazio Hera", on 29th April 2020 at 10.00 am in single call (the "Meeting"),
B) she is aware of the provisions of the current legislative and regulatory framework as well as of the Company's Articles of Association and the Corporate Governance Code promoted by the Corporate Governance Committee ("Corporate Governance Code") relative to the presentation of the list of candidates for to the aforementioned appointment, including the regulations on relations of connection between reference and minority shareholders as well as the indications contained in the Report of the Board of Directors of the Company on the topics of the agenda of the day of the Shareholders' Meeting pursuant to Article 125.3 of Italian Legislative Decree No. 58 of 24th February 1998 ("TUF") as published on the Company's website (the "Report")
Given the above,
the undersigned, under her own and exclusive responsibility and pursuant to the law and the Articles of Association, as well in accordance with the effects of Art. 76 of the Italian Presidential Decree of 28th December 2000, no. 445 in the case of false deeds and declarations,
hereby declares
- the non-existence of reasons of non-eligibility, forfeiture and incompatibility which would prevent the holding of the position of Director of the Company (also pursuant to Art. 2382 and 2387 of the Italian Civil Code):
- to be in possession of all the prerequisites envisaged and indicated by regulations, including regulatory ones in force, as well as those pursuant to the Articles of Association, including the requirements of professionalism and good standing pursuant to art. 147.5, paragraph 1 of the TUF (also identified by the Italian Ministerial Decree of 30th March 2000. no. 162)
- to be in possession of all independence prerequisites, as required by current legislative provisions (arts. 147.3, paragraph IV, and 148, paragraph III, of the TUF) and regulatory ones (art. 144.5 of the Issuers Regulation approved with resolution 11971/99) in addition to those required and envisaged by the Company's Articles of Association, the Corporate Governance Code and the Report for the appointment to the aforementioned office and, in general, by any further applicable provisions;
- not to exercise and/or hold similar offices in management, supervisory and control bodies in companies or groups of companies competing with the Company;
- to comply with the limit of cumulative offices, as required by law and by the Articles of Association and, more generally, in accordance with current legislation;
- to register the curriculum vitae accompanied by the list of administration and control positions held in other companies, as relevant in accordance with current legislative and regulatory provisions, the Articles of Association and the Corporate Governance Code, as well as a copy of an identity document, authorizing their publication with immediate effectiveness;
- to undertake to promptly notify the Company and, and of its behalf, the Board of Directors of any changes in the information rendered with the declaration and relative to her personal and professional characteristics;
- to undertake to produce, at the Company's request, the appropriate documentation required to confirm the truthfulness of the declared data;
- to be informed, in accordance with and by effect of the General Regulations on the Protection of Personal Data - Regulation(EU) 2016/679 as well as currently effective legislation, that the personal data collected will be processed by the Company, even with IT tools, exclusively within the scope of the procedure for which this declaration is made, thereby authorizing it to proceed with the legally required publications for this purpose.
finally declares
- to irrevocably accept the candidacy for the office of director of the Company and any appointment to the office of director of the Company.
- to not to be a candidate on any other list presented in relation with the election of this body and/or corporate bodies of the Company to be held at the time of the Shareholders' Meeting.
In witness whereof,
Signature:
Date: 26/03/2020
I hereby authorize the processing of personal data pursuant to EU Regulation No. 679/2016 for any purpose relative to the activities related to its acceptance.
Paola Schwizer
Curriculum vitae
Personal information
Born on 30th May 1965 in Milan
Italian and Swiss nationality
Languages: German, English, French
Linkedin: https://it.linkedin.com/in/paola-schwizer-17ab7741
Education
1989, Degree in Business Administration, Bocconi University, Milan (score 110 cum laude)
1984 Scientific Swiss School degree from Milan-Cantonal High School of Coira (CH)
Academic curriculum
2003 – today
Full Professor of Economics of Financial Intermediaries, University of Parma. Lecturer of the "Risk management and value creation in banks" course (in English) - Master's degree in Finance and Risk Management and E-banking (Bachelor's degree in Economics and Management)
As of 2018, Vice President of the Board of the Master of Science in Finance and Risk Management.
From 2013 to 2016, President of the Joint Council for the Degree Courses of the Department of Economics.
1990-present
Affiliate Professor, SDA Bocconi School of Management (Milan), Financial Intermediation and Insurance Area. Manager of courses on Management Skills Development in the Banking and Financial sector. Creator and coordinator of the "Board Practice" program, an education & advisory program for corporate governance bodies aimed at stimulating strategic and systemic thinking in addition to promoting the capacity to assess the business implications of regulatory provisions, the enrichment of the professional position of the administrator, both executive and independent.
"Excellence in Innovation 2008" Award
"Best Case & Best Seller" Award 2011
"Excellence in Innovation and Creativity 2011" Award
"Excellence in Innovation 2012" Award
"Innovation - Custom Programs 2016" Award
ITP, International Teachers Program (June 2010), Kellog's School of Management, Chicago.
1998-2003
Associate professor and then extraordinary professor of Economics of financial intermediaries in the University of Lecce.
President of Degree Courses in Business Management as well as in Economics and Legislation for Companies and in Economics of the Environment and Culture of the University of Lecce.
Member of the board of lecturers of the PhD in Banking and Finance of the University of Rome Tor Vergata.
Manager of the e-Mgierre Master in Asset Management for the Lecce office.
1994-1998
Researcher of Securities Market Economics at the Institute of Economics of Financial Intermediaries of L. Bocconi University, Milan.
Academic affiliations
Member of ADEIMF, Italian Association of Professors of Economics of Intermediaries and Financial Markets and Corporate Finance.
Member of AIDEA, Italian Association of Business Economics Professors.
Member of ECGI, European Corporate Governance Institute.
Other scientific assignments and activities
2020 - today
Member of the Advisory Board of "The CG Dialogue" at ecoDa, European Confederation of Directors' Associations, Brussels (B)
2020 - present
Co-Chair of the journal "Journal of Management and Governance"
2019-today
Affiliate Professor, Faculty of Economics, University of Rome 3 (Lecturer for the Master in Governance, Control and Auditing Systems in Public and Private Entities).
2019-today
Member of the Scientific Council of the Doctoral School of Economic and Legal Sciences of the University of Parma.
2013 - today
Member of the lecturing staff for the PhD in Economics and Management of Innovation and Sustainability at the University of Parma and Ferrara.
Member of the Board of Arbitrators of Aifirm, the Italian Financial Industry Risk Manager Association.
2010 - today
Director of the Research Center of Corporate Governance and Internal Controls of Banks - Faculty of Economics, University of Rome Tor Vergata.
Member of the Editorial Board of the "Journal of Management and Governance".
Reviewer for the "Journal of Management and Governance", "Journal of Banking and Finance", "Banking", "Journal of Financial Management, Markets and Institutions".
2014-2015
Member of the Editorial Board of the "Economy & Management" magazine.
2008-2009
Member of the "University Evaluation Unit" of LUM University, Free University of the Mediterranean, Jean Monnet, Bari.
Other professional assignments and activities
2016 - today
Monitoring Trustee on behalf of the European Commission (DG Competition) for UBI Banca as part of the resolution of Banca delle Marche, Banca dell'Etruria e del Lazio, Cassa di Risparmio di Chieti
Monitoring Trustee on behalf of the European Commission (DG Competition) as part of the resolution of Banca delle Marche, Banca dell'Etruria e del Lazio, Cassa di Risparmio di Ferrara, Cassa di Risparmio di Chieti
2010 - today
Legal Party Specialized Consultant in civil and criminal cases
Consulting activities in relation to internal auditing, internal controls and compliance
Member of 231 Supervisory Bodies
Tasks in Administration and Control Bodies
2017-present
Standing Auditor of Crescita SPAC and, following the business combination, of Cellularline (company listed in , STAR segment).
2015-present
Member of the board of directors (independent director) of Servizi Italia S.p.A. (STAR segment). Lead Independent Director. Member of the Control and Risk Committee and of the Appointments and Remuneration Committee.
2012-present
Member (independent director) of the Board of Directors of Credito Emiliano S.p.A. (MTA Segment), Chairman of the Group Risk Committee, Member of the Remuneration Committee, Member of the Committee of Independent Directors (Related Party Transactions Committee).
2010 - today
Member of the Supervisory Committee of IGM SGR in compulsory administrative liquidation following appointment of the Bank of Italy and the Ministry of Economy and Finance.
2014-2019
Member of the Board of Directors of ecoDa, The European Confederation of Directors 'Associations (Brussels).
2014-2019
Member of the Management Board of ARGIS, Research Association for Social Enterprise Governance.
2013-2019
President of Nedcommunity, the Italian association of non-executive and independent directors.
2013-2018
Member of the Supervisory Committee of Reginato Mercante Jelmoni SGR in compulsory administrative liquidation following appointment of the Bank of Italy and the Ministry of Economy and Finance.
2015-2018
Member of the board of directors (independent director) of Inwit S.p.A. (MTA). Lead Independent Director. Chairman of the Control and Risk Committee.
2014-2015
Member of the board of directors (independent director) of Telecom Italia Media S.p.A. (MTA). Lead Independent Director. Chairman of the Control and Risk Committee.
2012-2014
Member of the Board of Directors of the University of Salento.
Primary recent publications
Carretta A., Schwizer P., Fattobene L., Errors and Failures in European Banking. A Cultural Perspective. In Elisabeth Vanderheiden E. and Mayer C.H. (Eds). Mistakes, Errors and Failures across Cultures. Navigating Potentials. Springer, March 2020.
Schwizer P., La sotenibilità nell'agenda dei board: dieci principi guida. TELOS magazine, No. 2. 2019.
Co-author of the CONSOB, Methodos, Nedcommunity report, "Non-financial information as a driver of transformation. Evidence from Italy ", 2018.
Cosma S., Mastroleo S., Schwizer P., Assessing corporate governance quality: substance over form, Journal of Management and Governance, June, 2018, Volume 22, Issue 2, pages 457-493.
Carretta A., Fiordelisi F., Schwizer P., Risk Culture in Banking, ISBN 978-3-319-57591-9 (eBook ISBN 978- 3-319-57592-6), Palgrave Macmillan. Series: Palgrave Macmillan Studies in Banking and Financial Institutions, 2017.
Schwizer P., Gli esami non finiscono mai. Il nuovo Fit & Proper Test per gli amministratori bancari alla prova della fattibilità", Bancaria, 3/2017, pages 2-13.
Carretta A., Schwizer P., Governance 2.0. Stili di vigilanza, nuova governance e cultura dei rischi per la finanza di domani, page 256, Bancaria Editrice, Rome, 2015, ISBN 978-88-449-1024-2.
Carretta A., Farina V., Fiordelisi F., Schwizer P., Saverio Stentella Lopes F., "Don't Stand So Close to Me: The role of supervisory style in banking stability", in Journal of Banking and Finance, JBF - D-13-01225R1, 2014, forthcoming.
Di Battista M.L., Schwizer P., Stefanelli V., Banche e adesione al Codice di autodisciplina sulla corporate governance: forma o sostanza?, in Bancaria, Forum Section, no. 4/2014, pages 40-56.
Fiordelisi F., Soana M.G., Schwizer P., Reputational losses and operational risk in banking, The European Journal of Finance, 2014, Vol. 20, No. 2, 105-124.
Di Battista M.L., Lippi A., Schwizer P., Independent directors and governance ratings: evidence from Italian listed companies, in Bracchi G., Masciandaro D., Reshaping commercial banking in Italy: New challenges from lending to governance, 19th Report on the Italian financial System, Edibank, Bancaria Editrice, Rome, 2014 ISBN 978-88-449-0521-7, pages 241-256.
Schwizer P. (edited by), Internal Governance. Nuove regole, esperienze e best practice per l'organizzazione dei controlli interni nelle banche, EGEA, Milan, 2013, ISBN / EAN: 9788823843677.
Fiordelisi F., Soana M.G., Schwizer P., "The determinants of reputational risk in the banking sector", in Journal of Banking & Finance, Volume 37, Issue 5, May 2013, Pages 1359-1371.
Schwizer P., Soana M.G., Sutter-Rüdisser M.F., "I consiglieri irrazionali: la behavioral corporate governance può spiegare la crisi?", In D.Masciandaro, G.Bracchi, La banca commerciale territoriale nella crisi dei mercati, XVII Rapporto sul Sistema Finanziario Italiano. Fondazione Rosselli", Bancaria Editrice, Rome, 2012, pages 121-136.
Schwizer P., Stefanelli V., Casiraghi R., Enhancing Board Effectiveness: What about Induction and Training Programs for Directors?, in International Journal of Regulation and Governance, Vol. 11, Issue 2, 2011, pages 1-19, ISSN 0972-4907.
Carretta, A., Farina, V., Fiordelisi, F., Martelli D. and Schwizer, P. "The impact of corporate governance press news on stock market return", in European Financial Management, article first published online: 28 JUN 2010 , DOI: 10.1111/j.1468-036X.2010.00548.x -ISI Journal Citation Reports® Ranking: 2009: Business, Finance: 27/52 Impact Factor: 0.892; paper version: European Financial Management, Vol. 17, No. 1, pages 100 to 119, 2011.
I hereby authorize the processing of personal data pursuant to Art. 13 of Italian Legislative Decree No. 196 of 30th June 2003 (Personal data protection code) and Art. 13 of GDPR 679/16 (European regulations on the protection of personal data).
DECLARATION CONCERNING POSITIONS HELD IN OTHER COMPANIES
The undersigned Paola Gina Maria Schwizer, born in Milan, with reference to the acceptance of the candidacy for the office of Director within the company Hera S.p.A.,
HEREBY DECLARES
to currently hold the following administration and control positions:
Credito Emiliano S.p.A. - independent director
Servizi Italia S.p.A. - independent director
Cellularline S.p.A. - Statutory auditor
I.G.M.s.g.r. in administrative compulsory liquidation - member of the Supervisory Committee, appointed by the Bank of Italy and MEF
In witness whereof,
Milan, 26th May 2020
CHAMBERS OF COMMERCE OF ITALY
Registry of Companies -Official Archive of the Chambers of Commerce, Industry,Handicrafts and Agriculture
PERSONAL DATA FILE WITH CURRENT OFFICES
PAOLA GINA MARIA SCHWIZER
PERSONAL DATA
Born in CASTELROTTO (BZ) on 30/05/1965
OXVPQS
The QR Code allows you to verify the correspondence between this document and the one archived at the time of extraction. For the purposes of verification, use the RI QR Code App or visit the official website of the Registry of Companies.
THE INDIVIDUAL PARTY IN FIGURES
No. of companies in which he/she holds at least one office 3
No. of companies in which he/she is a representative 0
Personal information reported from the most recent declaration submitted to the Registry of Companies and relative to the company CELLULARLINE S.P.A.
Economic & Administrative number: 315329
Footer:
Service generated by InfoCamere on behalf of the Italian Chambers of Commerce
Document no. T 352460948 extracted from the Registry of Companies on 26/03/2020
Header: Registry of Companies Official archive of the Chamber of Commerce Document no. T 352460948 extracted from the Registry of Companies on 26/03/2020 PAOLA GINA MARIA SCHWIZER Tax ID SCHPGN65E70F205E
Table of contents
1 Companies in which the partyholds offices and positions 2
1 Companies in which the party holds offices and positions
Name Office
SERVIZI ITALIA S.P.A.
Tax ID 08531760158 - Director
CREDITO EMILIANO S.P.A. ABBREVIABLE IN CREDEMBANCA AND CREDEM
Tax ID 01806740153 - Director
CELLULARLINE S.P.A.
Tax ID 09800730963 - Auditor
SERVIZI ITALIA S.P.A.
JOINT STOCK COMPANY
Registered office: SORAGNA (PR) VIA SAN PIETRO 59 B ZIP CODE 43019 DISTRICT: CASTELLINA
Certified e-mail: [email protected]
Tax Code: 08531760158
Economic & Administrative number: PR-185104
Activities ATECORI 2007 classification:
Activities: 96.01.1 - Activities of industrial laundries
Offices: Director
Appointed with deed dated 20/04/2018
Duration of office: until approval of the financial statements as of 31/12/2020
CREDITO EMILIANO S.P.A. ABBREVIABLE IN CREDEMBANCA AND CREDEM
JOINT STOCK COMPANY
Registered office: REGGIO EMILIA (RE) VIA EMILIA S.PIETRO 4 ZIP CODE 42121
Certified e-mail: [email protected]
Tax ID: 01806740153
Economic & Administrative number: RE-219769
Activities Start date of the company's activity: 11/10/1997
ATECORI 2007 classification:
Activities: 64.19.1 - Monetary intermediation of financial institutions other than central banks
Offices: Director
Appointed with deed dated 27/04/2018
Duration of office: until approval of the financial statements as of 31/12/2020
CELLULARLINE S.P.A.
JOINT STOCK COMPANY
Registered office: REGGIO EMILIA (RE) VIA GRIGORIS LAMBRAKIS 1 / A ZIP CODE 42122
Certified e-mail: [email protected]
Tax Code: 09800730963
Economic & Administrative number: RE-315329
Starting date of the company's activity: 15/02/2017
ATECORI 2007 classification:
Activities: 46.52.01 - Wholesale of telephone equipment and materials
Office: auditor
Appointed with deed dated 02/02/2017
Duration of office: until approval of the financial statements as of 31/12/2019
Footer: Individual person information sheet reporting current offices
DECLARATION OF ACCEPTANCE OF THE CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH
CERTIFICATION OF THE EXISTENCE OF THE PREREQUISITES OF LAW AND OF INDEPENDENCE
The undersigned [Alice Vatta], born in [Torino] on [23/09/1975],
whereas
A) she has been designated by certain shareholders for appointment to the Board of Directors at the extraordinary and ordinary shareholders' meeting of Hera S.p.A. (the "Company") to be held at the registered office - Viale C. Berti Pichat no. 2 / 4, Bologna – in "Spazio Hera", on 29th April 2020, at 10.00 am in a single call (the "Meeting"),
B) she is aware of the provisions of the current legislative and regulatory framework as well as of the Company's Articles of Association and the Corporate Governance Code promoted by the Corporate Governance Committee ("Corporate Governance Code") relative to the presentation of the list of candidates for to the aforementioned appointment, including the regulations on relations of connection between reference and minority shareholders as well as the indications contained in the Report of the Board of Directors of the Company on the topics of the agenda of the day of the Shareholders' Meeting pursuant to Article 125.3 of Italian Legislative Decree No. 58 of 24th February 1998 ("TUF") as published on the Company's website (the "Report")
Given the above,
the undersigned, under her own and exclusive responsibility and pursuant to the law and the Articles of Association, as well in accordance with the effects of Art. 76 of the Italian Presidential Decree of 28th December 2000, no. 445 in the case of false deeds and declarations,
hereby declares
- the non-existence of reasons of non-eligibility, forfeiture and incompatibility which would prevent the holding of the position of Director of the Company (also pursuant to Art. 2382 and 2387 of the Italian Civil Code):
- to be in possession of all the prerequisites envisaged and indicated by regulations, including regulatory ones in force, as well as those pursuant to the Articles of Association, including the requirements of professionalism and integrity pursuant to art. 147.5, paragraph 1 of the TUF (also identified by the ItalianMinisterial Decree of 30th March 2000. no. 162)
- to be in possession of all independence prerequisites, as required by current legislative provisions (arts. 147.3, paragraph IV, and 148, paragraph III, of the TUF) and regulatory ones (art. 144.5 of the Issuers Regulation approved with resolution 11971/99) in addition to those required and envisaged by the Company's Articles of Association, the Corporate Governance Code and the Report for the appointment to the aforementioned office and, in general, by any further applicable provisions;
- not to exercise and/or hold similar offices in management, supervisory and control bodies in companies or groups of companies competing with the Company;
- to comply with the limit of cumulative offices, as required by law and by the Articles of Association and, more generally, in accordance with current legislation;
- to register the curriculum vitae accompanied by the list of administration and control positions held in other companies, as relevant in accordance with current legislative and regulatory provisions, the Articles of Association and the Corporate Governance Code, as well as a copy of an identity document, authorizing their publication with immediate effectiveness;
- to undertake to promptly notify the Company and, and on its behalf, the Board of Directors of any changes in the information rendered with the declaration and relative to his/her personal and professional characteristics;
- to undertake to produce, at the Company's request, the appropriate documentation required to confirm the truthfulness of the declared data;
- to be informed, in accordance with and by effect of the General Regulations on the Protection of Personal Data - Regulation (EU) 2016/679 as well as currently effective legislation, that the personal data collected will be processed by the Company, even with IT tools, exclusively within the scope of the procedure for which this declaration is made, thereby authorizing it to proceed with the legally required publications for this purpose.
finally declares
- to irrevocably accept the candidacy for the office of director of the Company and any appointment to the office of director of the Company.
- to not to be a candidate on any other list presented in relation with the election of this body and/or corporate bodies of the Company to be held at the time of the Shareholders' Meeting.
In witness whereof,
Signature:
Date: 26/03/2020
I hereby authorize the processing of personal data pursuant to EU Regulation No. 679/2016 for any purpose relative to the activities related to its acceptance.
ALICE VATTA
PROFESSIONAL EXPERIENCE
Business Performance Institute -BPI Rome/Turin, 2018-Present
Junior Partner
BPI is a consultancy company which designs and implements programs to increase the skills and leadership abilities relative to managerial resources for the purposes of improving performance in multinational organizations.
I am currently responsible for:
- A portfolio of leadership transformation and development projects for global companies (pharmaceutical and industrial).
- A task force dedicated to business development in the technology sector as well as for start-ups.
- Financial planning and monitoring of the company's economic performance.
Angels4Women Milan 2019-present
Member
Angels4Women is an association of business angels aimed at supporting female entrepreneurship; it is promoted by AXA Italia and Impact Hub Milano.
As a partner, I participate in the main activities of the association, such as networking, mentoring, and selection of startups to invest in. As a business angel, I have invested in a portfolio of startups which are operational in the digital sector (fintech, agritech).
Impact Hub Milan, 2019-present
Investor
Impact Hub is one of the primary international networks dedicated to impact investing.
In 2019 I invested as a business angel in the club deal which selected a pool of early stage start-ups with a high content of innovation and potential social impact.
Global Startup Awards 2019-present
Jury member Italy
The Global Startup Award is the primary independent competition in the world of startups whose mission involves identifying, celebrating and connecting elements with the highest potential of the
digital sector. As a member of the national jury, I evaluated over 100 applications which were received in the various clusters of the digital sector and helped determine the Italian winners.
I hereby authorize the processing of the personal data contained in my CV in accordance with Art. 13 of Italian Legislative Decree 196/2003 and art. 13 of GDPR 679/16
C3.ai Rome, Italy / Redwood City, CA, USA
Vice President Strategic Clients 2014-2018
C3.ai, operating in Italy as C3 Energy Italy, is among the world leaders in the sector of Platform-as-a-Service (PaaS) suppliers. These firms offer technological solutions for the design, development and implementation of software applications (SaaS). The C3.ai platform is designed to allow for rapid development of Big Data, forecasting and loT applications in order to support the digital transformation of data-driven companies.
Responsible for the opening of the Italian branch and the growth of the primary European accounts. My main responsibilities were as follows:
- Contribution to the growth in value of the Enel Group with the launch of numerous loT solutions in the areas of distribution and generation. Estimated impact: more than € 60M from the implementation of forecasting and fraud identification software.
- Management of relations with key players in the national sector for the purposes of developing alliances/partnerships: Accenture, EY, PWC, BiP, Indra, BCG, McKinsey, Deloitte, Power Reply.
- As country manager, I planned multidisciplinary staffing for the new office in Rome, recruiting technicians dedicated to system integration and downstream support for go-lives.
- Use case development for the European business development team, in particular for Southern Europe and UK accounts.
- Participation and development activities in sector meetings: European Utility Week, IDC Manufacturing.
- Management of the complex web of stakeholders involved in the primary accounts during digital transformation (innovation, ICT functions, business lines, strategy and purchases).
- Member of the BoD of the Italian branch (C3 Energy Italy, 2014-2015).
Bain & Company Rome, Italy, 2013-2014
Principal
Leader in "European Energy practices", I supported both Italian utility firms as well as oil & gas companies involved in international expansion operations. The primary projects included the following:
- Drafting of the Industrial Plan for a primary multiutility firm in northern Italy.
- Formulation of an international growth strategy and launch of M&A activities in the Israeli gas extraction market.
- Formulation of the negotiation strategy for the clearing activities for transmission companies.
Associate Principal
Reference member within the European practice "Electric Power and Natural Gas", in particular with regard to issues relative to renewable energies and distribution networks. In McKinsey I worked for both Italian and foreign customers (in Europe, North Africa and South America), with projects aimed at
I hereby authorize the processing of the personal data contained in my CV in accordance with Art. 13 of Italian Legislative Decree 196/2003 and art. 13 of GDPR 679/16
defining market strategies, organizational restructuring and programs to improve operational performance (both in terms of costs and investments). A selection of the implemented studies is as follows:
- "Industry Vision 2020": identification of sector trends as well as the formulation of innovation plans for the future development of Utilities. Assessment of the potential impact on energy services as well as the quantification of scenarios in a publication in the McKinsey Quarterly: "Home of the Future" https://goo.gl/Mv89KA.
- Formulation of a portfolio asset management tool for the optimization of more than € 1B in investments in the distribution network of a leading global operator.
- Performance increase through the implementation of streamlined approaches for distribution and transmission networks of water, electricity and gas for numerous firms: Italy, Germany, Hungary, Russia, Romania, Poland, Belgium, and France. From the time of this experience, I created a benchmark for the performances of the main network operators (more than 50 distribution and transmission companies across Europe and Latin America); it is still a reference for international comparisons of operating performances.
- Entry strategy in the Brazilian small-size solar energy market and design of the recommended business model.
- Definition of the organizational structure of the main players in renewable energies and of the processes of key departments (Engineering and Construction, Purchasing, Business Development).
- Organizational design of multiple operators active in various industrial sectors (energy, telecommunications, logistics, consumer goods).
- Responsible for the "Womens' Initiative" of the Mediterranean offices.
International Finance Corporation -World Bank Group Washington DC, USA, 2003
Intern
As part of the internship carried out at the IFC during the MBA, the marketing strategy of the department dedicated to investments in the "General Industrial and Consumer Products" sector was redesigned.
Optiflow Consulting Marseille, France, 1999
Intern
Co-author of the publication in the "Journal of Wind Engineering" following the fluid dynamics simulation performed for the degree thesis.
I hereby authorize the processing of the personal data contained in my CV in accordance with Art. 13 of Italian Legislative Decree 196/2003 and art. 13 of GDPR 679/16
Bouygues Constructions Marseille, France, 1998
Intern
During the Civil Engineering studies, internship at a petrochemical site (Shell) in support of the manager of the quality control procedures.
EDUCATION
University of California at Berkeley - Walter Haas School of Business
| Master of Business Administration | 2002-2004 |
|---|---|
| Exchange program at the London Business School, 2003 | |
| Polytechnic of Turin | 1994-1999 |
| Degree in Civil Engineering (Summa Cum Laude) | |
| Award winner for best degree thesis | |
| Institut de Recherche of Marseille | |
| Exchange program for completing the Degree Thesis | 1999 |
| Winner of scholarship for the thesis abroad | |
| Languages: Italian (mother tongue), English (fluent), French (intermediate) | |
I hereby authorize the processing of the personal data contained in my CV in accordance with Art. 13 of Italian Legislative Decree 196/2003 and art. 13 of GDPR 679/16
DECLARATION RELATIVE TO POSITIONS HELD IN OTHER COMPANIES
The undersigned [Alice Vatta], born in [Turin], on [23/09/1975],
with reference to the acceptance of the candidacy for the office of Director of the company Hera S.p.A.,
HEREBY DECLARES
not to hold offices of administration and control in other companies.
In witness whereof,
Rome, 26th March 2020
Place and date
DECLARATION OF ACCEPTANCE OF THE CANDIDACY FOR MEMBER OF THE BOARD OF DIRECTORS WITH CERTIFICATION OF THE EXISTENCE OF THE PREREQUISITES OF LAW AND INDEPENDENCE
The undersigned MANLIO COSTANTINI, born in Trento on 04/02/1964.
whereas
A) he was appointed by certain shareholders for the purposes of the election of the Board of Directors during the extraordinary and ordinary shareholders' meeting of Hera SpA, (the "Company") to be held at the registered office - Viale C. Berti Pichat No. 2 / 4, Bologna - at "Spazio Hera", on 29th April 2020 at 10.00 am in single call (the "Meeting"),
B) he is aware of the provisions of the current legislative and regulatory framework as well as of the Company's Articles of Association and the Corporate Governance Code promoted by the Corporate Governance Committee ("Corporate Governance Code") relative to the presentation of the list of candidates for to the aforementioned appointment, including the regulations on relations of connection between reference and minority shareholders as well as the indications contained in the Report of the Board of Directors of the Company on the topics of the agenda of the day of the Shareholders' Meeting pursuant to Article 125.3 of ItalianLegislative Decree No. 58 of 24th February 1998 ("TUF") as published on the Company's website (the "Report")
Given the above,
the undersigned, under his own and exclusive responsibility and pursuant to the law and the Articles of Association, as well in accordance with the effects of Art. 76 of the Italian Presidential Decree of 28th December 2000, no. 445 in the case of false deeds and declarations,
hereby declares
- the non-existence of reasons of non-eligibility, forfeiture and incompatibility which would prevent the holding of the position of Director of the Company (also pursuant to Art. 2382 and 2387 of the Italian Civil Code):
- to be in possession of all the prerequisites envisaged and indicated by regulations, including regulatory ones in force, as well as those pursuant to the Articles of Association, including the requirements of professionalism and good standing pursuant to art. 147.5, paragraph 1 of the TUF (also identified by the Italian Ministerial Decree of 30th March 2000. no. 162)
- to be in possession of all independence prerequisites, as required by current legislative provisions (arts. 147.3, paragraph IV, and 148, paragraph III, of the TUF) and regulatory ones (art. 144.5 of the Issuers Regulation approved with resolution 11971/99) in addition to those required and envisaged by the Company's Articles of Association, the Corporate Governance Code and the Report for the appointment to the aforementioned office and, in general, by any further applicable provisions;
- not to exercise and/or hold similar offices in management, supervisory and control bodies in companies or groups of companies competing with the Company;
- to comply with the limit of cumulative offices, as required by law and by the Articles of Association and, more generally, in accordance with current legislation;
- to register the curriculum vitae accompanied by the list of administration and control positions held in other companies, as relevant in accordance with current legislative and regulatory provisions, the Articles of Association and the Corporate Governance Code, as well as a copy of an identity document, authorizing their publication with immediate effectiveness;
- to undertake to promptly notify the Company and, and on its behalf, the Board of Directors of any changes in the information rendered with the declaration and relative to his/her personal and professional characteristics;
- to undertake to produce, at the Company's request, the appropriate documentation required to confirm the truthfulness of the declared data;
- to be informed, in accordance with and by effect of the General Regulations on the Protection of Personal Data - Regulation (EU) 2016/679 as well as currently effective legislation, that the personal data collected will be processed by the Company, even with IT tools, exclusively within the scope of the procedure for which this declaration is made, thereby authorizing it to proceed with the legally required publications for this purpose.
finally declares
- to irrevocably accept the candidacy for the office of director of the Company and any appointment to the office of director of the Company.
- to not to be a candidate on any other list presented in relation with the election of this body and/or corporate bodies of the Company to be held at the time of the Shareholders' Meeting.
In witness whereof,
Signature:
Date: 27/03/2020
I hereby authorize the processing of personal data pursuant to EU Regulation No. 679/2016 for any purpose relative to the activities related to its acceptance.
CURRICULUM VITAE February 2020
NAME, SURNAME: Manlio Costantini
PLACE AND DATE OF BIRTH: 4th February 1964, Trento
EDUCATIONAL BACKGROUND
- High school diploma (60/60) ("L.DA VINCI" Scientific High School in Trento)
- Degree in Political Economics (110/110 cum laude) (University "L.BOCCONI" in Milan)
FOREIGN LANGUAGES
• English (advanced), French (basic)
HOBBIES
• Motorbikes, Tennis, Diving, Running, Ski & music (Jazz-Rock)
CEO of the Europe Energy Group (until December 2019)
The Europe Energy Group operatesin the sale of electricity and gas in European markets. The Group supplies end customers in Italy, Romania, Slovenia, Croatia and Serbia, while in Electricity and Gas trading it utilises a logistics platform that allows it to exchange electricity and gas in more than 20 countries across Europe, ranging from Spain to Ukraine, Holland to Turkey. With more than 10 years of history, the Europe Energy Group is one of the most dynamic and innovative Italian private companies within the European energy market. Its business development path, as well as its multinational nature, will increasingly focus on the growth of the offer portfolio, thereby becoming a multi-utility firm by developing fiber, mobile and IOT connection services.
I am also a Director(non-executive) of Covercare, a service company specialized in guarantee extension, asset protection and security, buy backs and after-sales management.
Given my professional experiences, my main areas of competence are: Marketing & Sales, Business Development, Operations, Finance.
During the management of relevant tum-around/corporate restructuring projects, I have always managed trade union issues as well. Public communication (both in Italian and English) and team management are two other managerial skills that I have particularly developed during my professional career.
CURRENT POSITION
July 2018 – December 2020 CEO of Europe Energy Group
Primary responsibilities:
- Define and ensure the achievement of the targets of the 2018-2021 industrial plan of the Europe Energy Group which forecastssignificant growth, mainly organic in nature, both within the domestic and foreign market as well as in terms of the expansion of the business from a multiutility perspective
- Define the new brand positioning of Europe Energy as "European Smart Multiutility Company"
- Manage the company in all its facets by ensuring the achievement of economic and financial objectives as well asfull compliance with regulations relative to Accounting, Electricity and Gas Markets Regulation, 231, Workplace Safety
Main performance sectors(objectives):
- Ensure 100% revenue growth in the three-year period Oct. 2018 / Sep. 2021 with a 40% improvement in margins
- Become the best player in the reference market in terms of Customer Satisfaction
- Introduce 1 GB Fiber connectivity services and the creation of the Virtual Mobile operator
- Develop Value Added Services which are based primarily on IOT technology
- Design and implement the Group's organization as well asthe development of corporate skills and talents
- Define and ensure the implementation of the new corporate IT system in order to support the company's digital transformation program
Primary results:
- Revenue growth of 60% in 18 months with a significant improvement in margins(2X) for the core retail business
- Redesigned the business model and developed a new 2020-2024 business plan
- Launch of the new "Withu" Brand Identity: a true multiutility platform
- Significant renewal of the managerial team both in terms of skills and diversity
- The Digital Transformation plan was launched and implemented 80% with respect to a complete model in 18 months
PREVIOUS PROFESSIONAL EXPERIENCE
Oct. 2013-June 2018 Enterprise Business Unit Director (Vodafone Italy)
Primary responsibilities:
• Ensure the achievement of the income statement objectives of the Vodafone ItalyEnterprise Division
Manlio Costantini- Curriculum Vitae
(I hereby authorize the processing of my personal data pursuant to Legislative Decree No. 196 of 30 June 2003)
- Define the strategic and commercial positioning of the division with reference to all segments of corporate clientele: SOHO / SME / CORPORATE (Private and Public Administration)
- Define and implement the new brand positioning of Vodafone business as "Total communication and Smart Company Solutions provider"
- Develop the portfolio of products and solutions to be provided to corporate customers
- Direct management of commercial operations (sales channels/account management)
- Ensure the attainment of sales targets, guarantee customer satisfaction, quality of service, decrease churn
- Define and implement the business development plan, even by means of the creation of strategic commercial and industrial partnerships
Main performance areas (annual data) and KPIs:
- Revenues: 1.6 billion Euros
- Ebitda Margin: 50%
- IT & NETWORK investments: 200 million Euros
- Managed individuals: 600 internal Fte (includes direct sales force) + 4,000 Fte throughexternal partners (mainly sales agencies and outbound sales channels)
- Managed customers: 3.6 million
- Main KPIs: Revenues and Commercial-Operating Costs, Customer Satisfaction Index, Time to market and Capex Efficiency / Intensity, Churn Rate, Employee Satisfaction Level
Primary results:
- P&L target: 100% budget, reaching a full turnaround from -14% yoy with respect to 2013 revenues with a return to positive rates in the last three years. Leadership in NPS
- Market share leadership in Mobile Services, best market performance
- Strong positioning in the fixed services market (second market position) achieved with growth ratesaveraging 15-20% per year
- Increased leadership in the IOT world (7.5 million connected objects) and attainment of strong leadership in the world of solutions (Smart Working and Big Data / Analytics)
- Efficiency target: 40% improvement in the management of technological investments achieved through the implementation of new organizational processes (Agile)
- Vodafone Italy Enterprise bad debt ratio of 3.8%, the best in the TELCO market
Other tasks / organizational responsibilities:
- Member of the Executive Committee of Vodafone Italia
- Member of the Enterprise Leadership team for the Vodafone Group
- Member of the People Management and Development Corporate Board
- Member of the Global Enterprise Product Initiatives Board
March 2012-Oct. 2013 Commercial Operations Director
(Vodafone Italy)
Primary responsibilities:
- Develop the product and service portfolio for all reference markets (mobile consumer, residential and business customers) while ensuring a commercial launch on all sales and service channels
- Define Vodafone's CRM strategy and ensure its implementation
- Direct management of commercial operations (teleselling) and outsourcing centers
- Guarantee customer satisfaction, quality of service, reduction of churn, containment of the unit cost of customer management
- Risk and Fraud management: strategies and operational processes for credit and commercial risk management
- Web Services: define the online strategy of Vodafone and ensure the operational management of company sites
- Responsible for the Business Transformation project with the aim of designing and implementing the new IT systems architecture of Vodafone Italia.
Main performance areas (annual data) and KPIs:
- Revenues: € 200 million
- Operating Costs: € 300 million; Commercial costs (SAC + SRC): € 70 million
- IT investments: € 140 million
- Managed individuals: 4,000 internal Fte + 6,000 Fte in outsourced operations
- Managed customers: 30 million
- Main KPIs: Revenues and Operating Costs, Company Customer Satisfaction Index, Time to market and Capex efficiency / Intensity, Churn Rate, Level of Satisfaction and commitment of employees
Primary results:
- Leadership in Customer Satisfaction in all reference markets (consumer, residential and enterprise)
- Efficiency target: 110% vs budget
- Development of the most advanced M Service suite (mobile e-commerce and care) within the market.
- www.vodafone.it, leading site among Italian Telco Companies
- Vodafone Italy bad debt ratio of 3.4%, the best in the TELCO market
Other tasks / organizational responsibilities:
- Member of the Executive Committee of Vodafone Italia
- Member of the Global Transformation Programme Committee
- Member of the People Management and Development Corporate Board
(I hereby authorize the processing of my personal data pursuant to Legislative Decree No. 196 of 30 June 2003)
Oct. 2006-Feb. 2012 Customer Operations & On line Director
(Vodafone Italy)
- Definition of Vodafone's CRM strategy
- Develop the new commercial network focused on tele-selling and online acquisition channels
- Guarantee customer satisfaction, quality of service, reduction of churn, containment of the unit cost of management
- Direct management of internal call centers (8 centres for a total of 5,000 employees) and outsourced call centers (approximately 2,000 Fte)
- Risk and Fraud management: strategies and operational processes for credit and commercial risk management
- Web Services: creating a new organizational unit dedicated to online services in order to redefine Vodafone's strategic positioning in light of the strong growthof the Internet
As manager of this Department, I designed and implemented in 2007 the largest spin-off operation of human resources by implementing a BPO (Business Process Outsourcing) deal for a total of 914 human resources.
May 2004- Sept. 2006 Head of Consumer Customer Operations
(Vodafone Italy)
• Define customer operations strategies as well assystems, processes, skills, corporate organization and customer care activity plans (in house and outsourcing) while ensuring their implementation at the level of territorial operating units
In Vodafone, in the same period, I was responsible for the following:
- development and implementation project of the Knowledge Management System for Customer Operations, Web and sales point structures
- Customer Operations Restructuring project (reengineering of the organization, management policies and development of 5,000 people)
April 2002- April 2004 Customer Care Director (Region 3, in Rome)
(Vodafone Omnitel)
- Management of CRM area structures (including two Customer Care areas for a total of 1400 employees with offices in Rome and Pisa) with the objectives of customer satisfaction, loyalty, credit management and development of the commercial penetration of services offered to the customer base.
- Management and Development of IT Systems for Central Area operations
Manlio Costantini- Curriculum Vitae
(I hereby authorize the processing of my personal data pursuant to Legislative Decree No. 196 of 30 June 2003)
In the same period and for Vodafone, I was the representative in the Confederation Council of Pisa as CEO of the company Vodafone Servizi Centro.
April 2000 - March 2002 Manager of New Markets
(Vodafone Omnitel)
- Develop Vodafone customer management strategies for innovative "3g Services" (Wireless Internet / Wap, GPRS / UMTS, Mobile Commerce and Financial Payments through Wireless Handsets)
- Develop Multimedia Contact Centers for customer management and VAS services while managing their organization and development (processes-procedures-IT systems and training of Customer Reps)
January 1999 - March 2000 Strategic Planning Manager
(Omnitel - Milan)
- Formulation of Omnitel's strategic and financial plans
- Creation and negotiation of stock option systems for company management based on the value generated for shareholders
- Development of systems for payment and international settlement of financial balances between telephone operators
In the same period and in Vodafone, I was responsible for:
• The project "Development of Managerial IT Systems" (analysis and control systems of business dynamics - operational and financial - through the use of the most advanced IT technologies such as Data Warehouse/Business Intelligence Software, DSS & EIS tools, Intranet/Internet);
Dec. 1991 - Dec. 1998 Financial Planning Manager
(Telecom Italia Group - Turin)
• Various positions and responsibilities in the Finance & Control division, both at the level of operating companies and of the parent company (as of 1997: Group Financial Planning Manager)
In the same period and in Telecom Italia, I was the manager of the:
• Financial analyst team (valuation of businesses and companies for M&A operations) for all corporate operations that resulted in the creation of Nuova Telecom Italia through the merger of SIP, ItalCable, Iritel, Telespazio and Sirmi and the spin-off of the wireless business unit which gave birth to TIM;
• Italian delegation for the drafting of international agreements for the launch of the GSM International Roaming system.
Oct. 1990 – Nov. 1991
Junior Economist, reporting to the Central Director of the first Italian Insurance Company
(Assicurazioni Generali SpA)
****
Specialization courses
- Leading High Performance Team (Hay Group for Senior Executives)
- Managing Complexity (Vodafone)
- Global Management Development Program (IMD Lausanne)
- Advanced Organization Capabilities (Vodafone Academy)
- Customer Commitment Programme (IMD Lausanne)
- Advanced People Management (Vodafone Academy)
- Managerial behavior (BOCCONI - Postgraduate Business School)
- Senior Management Programme: Human Resources and Value Creation (at STOA 'institute)
- A strategies approach to CRM (IRR- London)
- Policies and strategic decision through simulation models (BOCCONI - Postgraduate Business School)
- Corporate Valuation Techniques, Project Finance (IFF LONDON)
- New methods for the financial appraisal of a Business Plan (post graduate seminar of University of Turin)
***
MILAN MONZA BRIANZA LODI Chamber of Commerce
Registry of Companies- Official Archive of the Chamber of Commerce, Industry, Handicrafts and Agriculture
This page contains an extract of the information present in the company identification data search which cannot be considered exhaustive but whose purpose is merely that of synthesis
CORPORATION DATA OVERVIEW
COVERCARE S.R.L.
W963J4
The QR Code allows you to verify the correspondence between this document and the one archived at the time of extraction. For the purposes of verification, use the RI QR Code App or visit the official website of the Registry of Companies.
ACTIVITIES
Activity status: active
Start date of business: 30/01/2012
Primary activity: on the national territory and with reference to the market of specialized distribution of electronic products as well as the design and supply of integrated services relative to: repair, maintenance, verification, control,
ATECO code 95.22.01
NACE code 95.22
Import export activities -
Network contract -
Registers roles and licenses yes
Environmental registers and registers yes
COMPANY DATA
Registered office address: Legnano (MI), Corso Italia 25 Cap 20025
PEC address: [email protected]
Economic & Administrative Index No: MI-1995374
Tax code and registration number to the Registry of Companies: 02427340183
VAT number: 02427340183
Legal form: Limited liability company
Incorporation date: 30/09/2011
Registration date: 29/03/2019
Last protocol date: 29/01/2020
Company being updated
Chairman of the Board of Directors
Delegated Director: ANDREA PESSINA
THE COMPANY IN FIGURES
Share capital 100,000.00
Employees as of 30/09/2019 27
Shareholder 1
Directors 4
Parties holding office: 0
Auditors, control bodies 1
Local units 1
Practices sent in the past 12 months 8
Open protocols 1
Share transfers 2
Registered office transfers 1
Equity investments (1) -
CONSULTABLE DOCUMENTS
Financial statements: 2018-2017-2016-2015-2014 -...
Prospectus: yes
Articles of Association: yes
Other deeds: 28
COMPANY CERTIFICATIONS
SOA Certifications: -
QUALITY certifications: yes
Service created by InfoCamere on behalf of the Italian Chambers of Commerce
Document No. A AWVMBL4TW92D91024297 extracted from the Companies Register on 28/03/2020
MILAN MONZA BRIANZA LODI Chamber of Commerce
Registry of Companies- Official Archive of the Chamber of Commerce, Industry, Handicrafts and Agriculture
(1) Specifies whether the company holds equity investments in other companies, as deduced from shareholder lists or share transfers
Service created by InfoCamere on behalf of the Italian Chambers of Commerce
Document No. A AWVMBL4TW92D91024297 extracted from the Companies Register on 28/03/2020
Registry of Companies - Official Archive of the Chamber of Commerce, Industry, Handicrafts and Agriculture Document No. A AWVMBL4TW92D91024297 extracted from the Companies Register on 28/03/2020
COVERCARE S.R.L. Tax code 02427340183
Table of Contents
1 Registered office 3
2 Information from the Articles of Association / Articles of Incorporation 3
3 Share capital and financial instruments 6
4 Shareholders and parties retaining rights on shares and quotas 6 5 Directors 7 6 Auditors, members of control bodies 9 7 Activities, roles registers and licenses 9 8 Secondary offices and local units 12 9 Company update 12
1 Registered office
Address of registered office: LEGNANO (MI)
CORSO ITALIA 25 ZIP CODE 20025
Certified e-mail [email protected]
VAT number 02427340183
Economic & administrative number MI -1995374
Origin of company:
Province of origin: PAVIA
Economic and administrative directory number: PV - 272533
2 Information from the Articles of Association / Articles of Incorporation
Registry of Companies Tax code and registration number: 02427340183 Registration date: 29/03/2019 Sections: Registered in the ORDINARY section Incorporation details Date of deed of incorporation: 30/09/2011 Administration system:
Board of directors (in office)
Corporate purpose
A) WITH REFERENCE TO THE MARKET OF SPECIALIZED DISTRIBUTION OF PRODUCTS AND HOUSEHOLD APPLIANCES, THE DESIGN AND DELIVERY OF INTEGRATED SERVICES RELATIVE TO:
Other statutory references: Corporate groups
Incorporation details
Registry of Companies registration
Tax code and registration number: 02427340183
Within the Registry of Companies of MILAN MONZA BRIANZA LODI
Registration date: 29/03/2019
Sections: Registered in the ORDINARY section on 04/10/2011
Incorporation information: Date of deed of incorporation: 30/09/2011
Administration and control system
Duration of the company End date: 31/12/2050
End of financial years First year end: 31/12/2011
Days to extend the deadlines for approving the financial statements: 60
Administration and control system:
Administration system adopted: multi-member collegial administration
Party exercising accounting control: regulatory auditor
Administrative forms: Board of directors (in office)
Corporate purpose:
A) WITH REFERENCE TO THE MARKET FOR THE SPECIALIZED DISTRIBUTION OF ELECTRONIC PRODUCTS AND HOME APPLIANCES, THE DESIGN AND SUPPLY OF INTEGRATED SERVICES RELATIVE TO THE:
A1) EXTENSION OF THE LEGAL WARRANTY, REPAIR, MAINTENANCE, VERIFICATION, CONTROL, UPDATE, RENEWAL, RESTORATION, ASSEMBLY AND CONFIGURATION OF ELECTRIC AND ELECTRONIC CONSUMER AND PROFESSIONAL PRODUCTS;
A2) MANAGEMENT OF ACTIVITIES SUPPORTING THE DISTRIBUTION CHANNEL DURING THE MANAGEMENT OF CUSTOMER COMPLAINTS; SUPPLY OF TECHNICAL ASSISTANCE SERVICES, WITH OR WITHOUT A WARRANTY, AND EXTENSION OF THE WARRANTY FOR EVERY TYPE OF PRODUCT AND MACHINERY;
A3) MANAGEMENT AND PLANNING OF TECHNICAL ASSISTANCE ACTIVITIES, LOGISTICS (TRANSPORT, STORAGE, WAREHOUSING AND DISPOSAL MANAGEMENT), TELEPHONE SUPPORT TO THE USER AND TO THE DISTRIBUTION CHANNEL;
A4) INSTALLATION, TESTING AND MAINTENANCE OF ELECTRONIC DEVICES AND HOUSEHOLD APPLIANCES. THESE ACTIVITIES MAY BE IMPLEMENTED BY THE COMPANY BOTH DIRECTLY AND THROUGH THIRD PARTY SERVICES AS WELL AS ON THE BASIS OF AGREEMENTS THAT PROVIDE FOR COMPENSATION OF THE INDIVIDUAL BENEFIT WHICH IS BASED ON OTHER TYPES OF AGREEMENTS, INCLUDING THOSE WITH FIXED DURATION;
B) THE SALE OF ELECTRIC AND ELECTRONIC PRODUCTS AS WELL AS OF THE RELATIVE SPARE PARTS AND ACCESSORIES, BOTH NEW AND USED;
C) THE PROCESSING OF DATA AND THE MANAGEMENT OF TECHNICAL AND ADMINISTRATIVE PRACTICES ON ITS OWN BEHALF AND FOR THIRD PARTIES;
D) INSTALLATION, TECHNICAL ASSISTANCE AND WHOLESALE AND/OR RETAIL MARKETING OF PRODUCTS RELATIVE TO THE FOLLOWING SECTORS:
THERMO-HYDRAULIC, AIR CONDITIONING, HEALTHCARE, ELECTROMECHANICAL, ELECTRONIC, IT SYSTEMS, ALARM AND SECURITY SYSTEMS, HARDWARE, COLORS AND PAINTS, PROMOTIONAL - ADVERTISING MATERIAL;
E) RECRUITMENT OF AGENCY AND / OR PROXY AGREEMENTS, WITH OR WITHOUT A DEPOSIT, ON BEHALF OF MANUFACTURERS AND THE POTENTIAL RECRUITMENT OF AGENTS TO PROMOTE THE SALE OF OWN PRODUCTS, AS LISTED ABOVE;
F) ACCEPTANCE OF TECHNICAL SERVICE MANDATES ON THE PART OF MANUFACTURERS IN ORDER TO GUARANTEE TECHNICAL ASSISTANCE OF THE CITED PRODUCTS IN THE TIME PERIOD PRIOR AND SUBSEQUENT TO THE SALE AND/OR THE ESTABLISHMENT OF OWN TECHNICAL SERVICES;
G) ASSISTANCE AND REPAIR OF HOUSEHOLD APPLIANCES AND SMALL HOME APPLIANCES; ASSEMBLY OF THE LATTER; WARRANTY ASSISTANCE FOR THIRD PARTIES; TRADE OF SPARE PARTS FOR HOUSEHOLD APPLIANCES, SALE, INSTALLATION AND MAINTENANCE OF CASH REGISTERS; REPAIR OF RADIOS, TV AND HOUSEHOLD APPLIANCES, INSTALLATION OF LAND AND SATELLITE AND ELECTRONIC RADIO AND TELEVISION SYSTEMS IN GENERAL, ANTENNAS AND SYSTEMS PROTECTING FROM ATMOSPHERIC
DISCHARGES, ELECTRICIAN, INSTALLATION OF BURGLAR ALARM SYSTEMS, INTERNAL AND EXTERNAL RESIDENTIAL TV MONITORING SYSTEMS, VOICE AND VIDEO INTERCOMS, INSTALLATION OF ELECTRICAL SYSTEMS AND ANTENNAS, SOLAR PHOTOVOLTAIC SYSTEMS, TECHNICAL REPAIR OF FIRST AND SECOND LEVEL MOBILE PHONES, SALE OF SPARE PARTS FOR REPAIRS OF MOBILE PHONES, SALE OF ACCESSORIES FOR MOBILE PHONES, CELLULAR TELEPHONES, REPAIRS OF PC'S, DESKTOPS, AND PORTABLE COMPUTERS, SALE OF ACCESSORIES FOR DESKTOPS, PC'S AND PORTABLE COMPUTERS;
H) INSTALLATION OF INTERNET NETWORKS, HOME AUTOMATION SYSTEMS, AUTOMATION SYSTEMS FOR GATES, STAIRS AND MOBILE WALKWAYS, ELEVATORS, THREE-PHASE INDUSTRIAL ELECTRICAL SYSTEMS, HEATING SYSTEMS FOR DOMESTIC HOT WATER WITH SOLAR PANELS; INSTALLATION OF VIDEO SURVEILLANCE NETWORKS;
I) TECHNICAL TRAINING COURSES, TELEPHONE REPAIRER, ELECTRICIAN AND ANTENNA TECHNICIAN TRAINING COURSES, HARDWARE TECHNICAL TRAINING COURSES;
L) SALE OF RADIO TV EQUIPMENT, COMPUTERS, MOBILE AND LANDLINE TELEPHONES, GAME CONSOLES, PORTABLE NOTEBOOK COMPUTERS, GENERAL SALE OF ELECTRONIC SPARE PARTS FOR REPAIR AND INSTALLATION, SALE OF ELECTRIC SPARE PARTS, SALE OF ELECTRICAL, ANTENNAS AND LIGHTING LIGHTS; SALE OF ELECTRONIC EQUIPMENT IN GENERAL, MISCELLANEOUS CABLING. ANTENNAS AND ELECTRONICS; SALE OF SMALL AND LARGE CONSUMER APPLIANCES; SALE OF SOLAR PANELS, INVERTER BATTERY GROUPS, SALE OF PC SPARE PARTS, SALE OF PROFESSIONAL TOOLS AND ELECTRIC TOOLS FOR ELECTRONICS, SALE OF PRE-PAID CARDS FOR PAY - TV, SALE OF PAY - TV SUBSCRIPTIONS, TELEMATIC TELEPHONE RECHARGE SERVICE.
M) ELECTRONIC COMMERCE (INTERNET SITE) OF IT MATERIAL, BOTH HARDWARE AND SOFTWARE AND RELATED ACCESSORIES; PHOTOGRAPHIC AND PHOTOGRAPHY / OPTICAL MATERIAL; TELEPHONY, GPS SYSTEMS; TV'S, RELATED ACCESSORIES; DVD'S AND DVD RECORDERS; HI-FI AND AUDIO, CAR HI-FI; DOMESTIC APPLIANCES.
THE SERVICES ARE ASSURED BY THE COMPANY ORGANIZATION BOTH THROUGH THE USE OF OWN RESOURCES AS WELL AS BY THE USE OF OTHER QUALIFIED SPECIALIZED PROFESSIONALS WHO WILL WORK IN THEIR OWN NAME, ALL IN FULL COMPLIANCE WITH APPLICABLE NORMS AND THEREFORE WITH THE EXPLICIT EXCLUSION OF ACTIVITIES RESERVED TO PROFESSIONS REGULATED BY ORDERS. FOR THE ACHIEVEMENT OF THE CORPORATE PURPOSE THE COMPANY MAY IMPLEMENT, IN A NON PREVALENT WAY, ALL COMMERCIAL, INDUSTRIAL, SECURITIES, REAL ESTATE AND FINANCIAL OPERATIONS, SO LONG AS THE LATTER ARE NOT WITH RESPECT TO THE PUBLIC AND SOLELY FOR THE PURPOSE OF REALIZING THE COMPANY PURPOSE AND WHICH ARE CONSIDERED BY THE ADMINISTRATION TO BE NECESSARY OR USEFUL; IT MAY ALSO, IN A NON PREVALENT WAY AND NOT WITH RESPECT TO THE PUBLIC, PROVIDE ENDORSEMENTS, SURETIES AND ANY OTHER GUARANTEES, EVEN WITH COLLATERAL AND WITH RESPECT TO THIRD PARTIES; ALWAYS IN A NON PREVALENT MANNER AND NOT WITH RESPECT TO THE PUBLIC, THE COMPANY MAY ASSUME, BOTH DIRECTLY AND INDIRECTLY, INTERESTS AND EQUITY INVESTMENTS IN OTHER COMPANIES OR FIRMS HAVING AN ANALOGOUS OR COMPLEMENTARY COMPANY PURPOSE.
Powers
Powers associated with the position of Board of Directors
THE MANAGEMENT OF THE COMPANY IS ENTRUSTED TO THE ADMINISTRATIVE BODY. FOR THIS PURPOSE, THE ADMINISTRATIVE BODY WILL BE ABLE TO IMPLEMENT ALL DEEDS AND ALL TRANSACTIONS, BOTH OF ORDINARY AND EXTRAORDINARY NATURE AND WITH THE SOLE EXCLUSION OF THOSE DEED AND TRANSACTIONS THAT THE LAW, THESE ARTICLES OF ASSOCIATION OR APPOINTMENT RESOLUTIONS EXPRESSLY RESERVE TO SHAREHOLDERS.
Other references to the Articles of Association
Withdrawal clausesInformation present in the Articles of Association / Articles of Incorporation
Exclusion clausesInformation present in the Articles of Association / Articles of Incorporation
Pre-emption clausesInformation present in the Articles of Association / Articles of Incorporation
Arbitration clausesInformation present in the Articles of Association / Articles of Incorporation
Corporate groups COMPANIES SUBJECT TO MANAGEMENT AND COORDINATION ACTIVITIES ON THE PART OF OTHER ENTITIES, IN ACCORDANCE WITH ART. 2497 BIS OF THE ITALIAN CIVIL CODE
3 Share capital and financial instruments
Share capital in Euro
Deliberated: 100,000.00
Underwritten: 100,000.00
Paid up: 100,000.00
Cash contributions
Contributions and benefits Information present in the Articles of Association / Articles of Incorporation
4 Shareholders and other parties retaining rights on shares and quotas
Summary of the shareholding structure and of other parties retaining rights on shares or quotas as of 26/03/2019
Share capital: Euro 100,000.00 DAROS ANGELS LIMITED, €100,000.00 100%
The graph and the table below are a summary of the company's shareholding structure in relation to only property rights; it does not replace the actual legal disclosure provided by the list of shareholders below, where any restrictions on quotas are also reported.
Shareholder Value % Type of Right DAROS ANGELS LIMITED 100,000.00 100% property 90011810182
List of shareholders and other parties retaining rights on shares or quotas as of 26/03/2019
File with deed dated 21/03/2019
Registration date: 26/03/2019
Protocol date: 26/03/2019
Protocol number: MI-2019-111370
Share capital
Share capital declared on the form with which the list of shareholders was registered: 100,000.00 Euro
Property: Nominal share: 100,000.00 Euro
Of which paid: 100,000.00
DAROS ANGELS LIMITED
Tax number: 90011810182
Citizenship: Ireland
Type of right: property
Domicile of the owner or common representative
DUBLIN FIRST FLOOR EXCHANGE PLACE 10/11 (IRELAND) at IFSC
Note: LIST OF SHAREHOLDERS TRANSFERRED FROM THE PROVINCE OF PV, PROT. 2016/30795
5 Directors
Chairman of the Board of Directors DAROS ANGELS LIMITED
Delegated Director ANDREA PESSINA
Director MANLIO COSTANTINI
Director FERRUCCIO MARIO VARESE
Administrative form adopted
Board of directors, Number of directors in office: 4
List of directors
Chairman of the Board of Directors
DAROS ANGELS LIMITED
Tax Code 90011810182
State of incorporation: IRELAND
Registered office: DUBLIN
EXCHANGE PLACE 1ST FLOOR 10/11 CAP 1 IRELAND
Office Director
Appointed on 10/06/2015
Registration date: 30/06/2015
Duration of office: until revocation
Office start date: 29/06/2015
Sole shareholder
Appointed with a deed dated 15/04/2016
Registration date: 22/04/2016
Powers
*** THE COMPANY "DAROS ANGELS LTD", A LEGAL PERSON APPOINTED CHAIRMAN OF THE BOARD OF DIRECTORS, IS REPRESENTED BY MR. RICCARDO BONINI BORNIN GALLARATE ON 13/07/1963 – TAX ID BNNRCR63L13D869V -RESIDENT IN PORTUGAL, TRAVERSADO ABBARRICAMENTO DE PENICHE 13, 1200-001 LISBON.
*** BY MEANS OF THE BOARD MINUTES OF 10/06/2015, THE POWERS OF ORDINARY AND EXTRAORDINARY ADMINISTRATION WERE ASSIGNED TO THE CHAIRMAN OF THE BOARD, TO BE EXERCISED WITH FREE SIGNING POWERS, AND WITH THE EXCEPTION OF THE FOLLOWING COMPETENCIES:
-
THE POWERS THAT MUST BE EXERCISED BY THE BOARD OF DIRECTORS UNANIMOUSLY;
-
THE FOLLOWING POWERS THAT MUST BE DELIBERATED BY THE BOARD OF DIRECTORS:
MEDIUM-TERM BANKDEBT ASSUMPTION FOR AMOUNTS OVER EURO 1,000,000.00;
CONTRACTS THAT INVOLVE COMMITMENTS EXCEEDING EURO 1,000,000.00 PER YEAR OR LONGER THAN THREE YEARS;
COMMERCIAL AGREEMENTS WITH ANNUAL REVENUES FORECASTED AT OVER EURO 1,500,000.00 PER YEAR;
POWERS OF REPRESENTATION WITH RESPECT TO EVERY PUBLIC ENTITY OR PUBLIC BODY ADMINISTRATION AND THOSE RELATED TO THE FULL MANAGEMENT OF EMPLOYEE PERSONNEL
Office Chairman of the Board of Directors
Appointed on 10/06/2015
Registration date: 30/06/2015
Duration of office: until revocation
Office start date: 29/06/2015
Delegated Director
ANDREA PESSINA
Born in RHO (MI) on 25/04/1972
Tax number: PSSNDR72D25H264I
CERIANO LAGHETTO (MB) VICOLO EDISON 4 ZIP CODE 20816
Office Director
Appointed with deed dated 10/06/2015
Registration date: 30/06/2015
Duration of office: until revocation
Powers:
BY MEANS OF THE BOARD MINUTES OF 03/07/2013, THE POWERS OF ORDINARY AND EXTRAORDINARY ADMINISTRATION WERE ASSIGNED TO THE DELEGATED DIRECTOR, TO BE EXERCISED WITH FREE SIGNING POWERS, AND WITH THE EXCEPTION OF THE FOLLOWING COMPETENCIES:
-
THE POWERS THAT MUST BE EXERCISED BY THE BOARD OF DIRECTORS UNANIMOUSLY;
-
THE FOLLOWING POWERS THAT MUST BE DELIBERATED BY THE BOARD OF DIRECTORS:
MEDIUM-TERM BANK DEBT ASSUMPTION FOR AMOUNTS OVER EURO 1,000,000.00;
CONTRACTS THAT INVOLVE COMMITMENTS EXCEEDING EURO 1,000,000.00 PER YEAR OR LONGER THAN THREE YEARS;
COMMERCIAL AGREEMENTS WITH ANNUAL REVENUES FORECASTED AT OVER EURO 1,500,000.00 PER YEAR;
POWERS OF REPRESENTATION WITH RESPECT TO EVERY PUBLIC ENTITY OR PUBLIC BODY ADMINISTRATION AND THOSE RELATED TO THE FULL MANAGEMENT OF EMPLOYEE PERSONNEL.
BY MEANS OF THE BOARD MINUTES OF 10/06/2015, THE POWERS OF ORDINARY AND EXTRAORDINARY ADMINISTRATION WERE ASSIGNED TO THE DELEGATED DIRECTOR, TO BE EXERCISED WITH FREE SIGNING POWERS, AND WITH THE EXCEPTION OF THE FOLLOWING COMPETENCIES:
-
THE POWERS THAT MUST BE EXERCISED BY THE BOARD OF DIRECTORS UNANIMOUSLY;
-
THE FOLLOWING POWERS THAT MUST BE DELIBERATED BY THE BOARD OF DIRECTORS:
MEDIUM-TERM BANK DEBT ASSUMPTION FOR AMOUNTS OVER EURO 1,000,000.00;
CONTRACTS THAT INVOLVE COMMITMENTS EXCEEDING EURO 1,000,000.00 PER YEAR OR LONGER THAN THREE YEARS;
COMMERCIAL AGREEMENTS WITH ANNUAL REVENUES FORECASTED AT OVER EURO 1,500,000.00 PER YEAR;
POWERS OF REPRESENTATION WITH RESPECT TO EVERY PUBLIC ENTITY OR PUBLIC BODY ADMINISTRATION AND THOSE RELATED TO THE FULL MANAGEMENT OF EMPLOYEE PERSONNEL.
Office Delegated Director
Appointed with deed dated 10/06/2015
Registration date: 30/06/2015
Duration of office: until revocation
Director MANLIO COSTANTINI
Born in TRENTO (TN) ON 04/02/1964
Domicile.
Office Director Appointed with deed dated 25/07/2018 Registration date: 02/08/2018
Duration of office: until revocation
Office start date: 30/07/2018
Director
FERRUCCIO MARIO VARESE
Domicile
Born in IVREA (TO) on 20/06/1957
Tax code: VRSFRC57H20E379D
IVREA (TO) VIA DEI CHIODI 8 / C ZIP CODE 10015
Office: Director
Appointed with deed dated 14/03/2018
Registration date: 03/04/2018
Duration of office: until revocation
Office start date: 30/03/2018
6 Auditors, members of control bodies
Auditor MATTEO NAVARONI
List of auditors, members of control bodies
Auditor: MATTEO NAVARONI
Born in PAVIA (PV) on 17/08/1977
Tax number: NVRMTT77M17G388M
PAVIA (PV) VIA GIACOMO FRANCHI 15 ZIP CODE 27100
Office: Auditor
Appointed with deed dated 30/06/2017
Registration date: 25/07/2017
Term of office: 3 years
Powers: REGULATORY AUDITOR
Registry of regulatory auditors:
Number: 149868
Date: 03/03/2008
Entity: MINISTRY OF ECONOMY AND FINANCE
7 Activities, roles, lists and licenses
Employees 27
Start date of the company's operations: 30/01/2012
Main activity:ON THE NATIONAL TERRITORY AND WITH REFERENCE TO THE MARKET FOR THE SPECIALIZED DISTRIBUTION OF ELECTRONIC PRODUCTS, THE DESIGN AND DELIVERY OF INTEGRATED SERVICES OF: REPAIR, MAINTENANCE, VERIFICATION, CONTROL,
Certifications: Quality
Activities
Start of activities (historical information) Start date of the company's operations: 30/01/2012
Primary activity exercised by the company:
ON THE NATIONAL TERRITORY AND WITH REFERENCE TO THE MARKET FOR THE SPECIALIZED DISTRIBUTION OF ELECTRONIC PRODUCTS, THE DESIGN AND DELIVERY OF INTEGRATED SERVICES OF: REPAIR, MAINTENANCE, VERIFICATION, CONTROL, UPDATING, RENEWAL, RESTORATION, ASSEMBLY AND CONFIGURATION OF ELECTRICAL PRODUCTS AND ELECTRONIC CONSUMER AND PROFESSIONAL PRODUCTS.
ATECORI 2007 classification of the main activity (classification based on declared activity)
Code: 95.22.01 - repair of household appliances and household items
Importance: core business of the company
Valid quality, environmental and other certifications
(source: Accredia, last updated 16/03/2020)
Certificate number: IT289903
Date of first issue: 30/04/2019
Certificate issued by the certification body: BUREAU VERITAS ITALIA S.P.A.
Tax number: 11498640157
Accreditation scheme:
QMS - Certification Of Quality Management Systems
Certified sectors:
35 - Other Services
Activity carried out in the registered office:
ON THE NATIONAL TERRITORY AND WITH REFERENCE TO THE MARKET FOR THE SPECIALIZED DISTRIBUTION OF ELECTRONIC PRODUCTS, THE DESIGN AND DELIVERY OF INTEGRATED SERVICES OF: REPAIR, MAINTENANCE, VERIFICATION, CONTROL, UPDATING, RENEWAL, RESTORATION, ASSEMBLY AND CONFIGURATION OF ELECTRICAL PRODUCTS AND ELECTRONIC CONSUMER AND PROFESSIONAL PRODUCTS.
Secondary activity carried out in the registered office
MANAGEMENT OF ACTIVITIES IN SUPPORT OF THE DISTRIBUTION CHANNEL DURING THE MANAGEMENT OF CUSTOMER COMPLAINTS; MANAGEMENT AND PLANNING OF TECHNICAL ASSISTANCE ACTIVITIES, LOGISTICS (TRANSPORT, WAREHOUSING, STOCK AND DISPOSAL MANAGEMENT), TELEPHONE SUPPORT TO THE USER AND DISTRIBUTION CHANNEL.
INSTALLATION, TESTING AND MAINTENANCE OF ELECTRONIC EQUIPMENT AND DOMESTIC APPLIANCES
ATECORI 2007 classification of activities
(classification based on the declared activity) Code: 95.22.01 - repair of household appliances and household items Importance: primary, Registry of Companies
Start date: 30/01/2012
Code: 43.32.02 - installation of fixtures, furnishings, false ceilings, movable walls and similar items
Importance: secondary, Registry of Companies
Start date: 30/01/2012
Code: 95.21 - repair of consumer audio and video electronic products
Importance: secondary, Registry of Companies
Start date: 30/01/2012
Employees
(processed from INPS source)
Number of employees of the company registered in the year 2019
(Data collected as of 30/09/2019)
1st quarter - 2nd quarter -3rd quarter
Employees 23 26 33 Average: 27
Independent Contractors 0 0 0 Average: 0
Total 23 26 33 Average: 27
1st quarter - 2nd quarter -3rd quarter
Collaborators 0 0 1 Average: 0
Distribution of employees
Distribution by Contract
(Percentage data collected on 30/09/2019)
1st quarter - 2nd quarter -3rd quarter
Fixed term contract: 13% 17% 16%
Indefinite term contract: 87% 83% 84%
Distribution by Working Hours
(Percentage data collected at 30/09/2019)
1st quarter - 2nd quarter -3rd quarter
Full time: 96% 96% 97%
Part time: 4% 4% 3%
Distribution by Qualification
(Percentage data collected at 30/09/2019)
1st quarter - 2nd quarter -3rd quarter
Apprentice: 17% 15% 17%
Worker: 9% 8% 11%
Office employee: 49% 55% 54%
Mid level manager: 21% 18% 15%
Manager: 4% 4% 3%
Employees in the municipality of LEGNANO (MI)
Registered office and local units: 1-2
1st quarter - 2nd quarter -3rd quarter
Employees 23 26 33 Average: 27
Independent Contractors 0 0 0 Average: 0
Total 23 26 33 Average: 27
Roles and Lists
National Register of Environmental Operators
(source Ministry of the Environment)
Registration number: MI / 069698
Registered in the section of: MILAN
Category: 3bis - distributors and installers of electrical and electronic devices (aee), transporters of waste relative to electrical and electronic equipment (Italian Ministerial Decree 3/6/2014 art.8, sub.1, lett. C) •
Class: unique
Start date: 28/01/2020
Expiry date: 28/01/2025
8 Secondary offices and local units
Local Unit no. MI / 2
LEGNANO (MI)
VIA AMICIZIA 8 ZIP CODE 20025
Local Unit no. MI / 2
Depot
Opening date: 01/06/2018
Address:
LEGNANO (MI)
VIA AMICIZIA 8 ZIP CODE 20025
ATECORI 2007 classification of activity
(classification based on declared activity) Code: 95.22.01 - repair of household appliances and household items Importance: core business of the company
9 Company updating
Last protocol date 29/01/2020
Protocol no.415170 / 2019 Protocol date: 01/10/2019
File status: suspended
Disclosure requirement: change
Target entities: Registry of Companies, Italian Internal Revenue Agency
Form U1: single communication forwarded to the one-stop shop for productive activities (suap)
Form S5
Form /field: B2: variations in activities carried out in the registered office
Form C4: single communication submitted for the Registry of Companies and Italian Internal Revenue Agency