AGM Information • Apr 6, 2023
AGM Information
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In relation to the Shareholders' Meeting of Hera s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Directors of the Company, the shareholder Gruppo Società Gas Rimini s.p.a., TIN and VAT no. 00126550409, with registered office in Rimini, Via Chiabrera no. 34/D, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera s.p.a., in accordance with the provisions of Article 17 of the Company's Articles of Association, as amended by the transitional rule of the same Articles of Association,
this list of candidates for the position of member of the Board of Directors that it intends to propose for appointment by the aforementioned Shareholders' Meeting:
In accordance with the provisions of Article 17 of the Company's Articles of Association, we attach hereto the following documents:
Bologna, 30.03.2023
[Signed] (Micaela Dionigi - Chair)
| [LOGO] | Gruppo Società Gas Rimini S.pA - Via Chiabrera 34/D - 47924 Rimini (RN) | [LOGO] |
|---|---|---|
| Rimini Companies' Register no., TIN and VAT no. 00126550409 - REA RN62970 - Fully paid up share capital € | ||
| 55,000,000 Management and coordination of Gasrimini Holding S.p.A. | ||
| Phone 05413030 - Fax 0541380344 - [email protected] - www.gasrimini.it |
In relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4 in order to resolve, inter alia, on the appointment of the company's Board of Directors, the shareholder Gruppo Società Gas Rimini s.p.a, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera s.p.a., in accordance with the provisions of Article 17 of the Company's Articles of Association, as amended by the transitional rule of the same Articles of Association
Bruno Tani, born in Sogliano al Rubicone (FC), 18.09.1949,
to submit the list of candidates for the office of member of the Board of Directors of Hera s.p.a. proposed by Gruppo Società Gas Rimini s.p.a. to the registered office of Hera s.p.a..
Bologna, 31 March 2023
Yours faithfully,
(Micaela Dionigi - Chair) [signed]
| [LOGO] | Gruppo Società Gas Rimini S.pA - Via Chiabrera 34/D - 47924 Rimini (RN) | [LOGO] |
|---|---|---|
| Rimini Companies' Register no., TIN and VAT no. 00126550409 - REA RN62970 - Fully paid up share capital € | ||
| 55,000,000 Management and coordination of Gasrimini Holding S.p.A. | ||
| Phone 05413030 - Fax 0541380344 - [email protected] - www.gasrimini.it |
In relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Directors of the Company,
the shareholder Gruppo Società Gas Rimini s.p.a., TIN and VAT no. 00126550409, with registered office in Rimini, Via Chiabrera no. 34/D, representing over 1% of the shares with voting rights in the Ordinary Shareholders' Meeting of Hera s.p.a., is submitting a list of candidates for the Board of Directors in accordance with the provisions of Article 17 of the Company's Articles of Association
Rimini, 30 March 2023
[signed] (Micaela Dionigi - Chair)
| [LOGO] | Gruppo Società Gas Rimini S.pA - Via Chiabrera 34/D - 47924 Rimini (RN) | [LOGO] |
|---|---|---|
| Rimini Companies' Register no., TIN and VAT no. 00126550409 - REA RN62970 - Fully paid up share capital € | ||
| 55,000,000 Management and coordination of Gasrimini Holding S.p.A. | ||
| Phone 05413030 - Fax 0541380344 - [email protected] - www.gasrimini.it |
Gruppo Società Gas Rimini s.p.a, with registered office in Rimini, Via Chiabrera no. 34/D, in relation to the Shareholders' Meeting of HERA s.p.a. (the "Company") convened in a single call for 10:00 a.m. on 27 April 2023 in Bologna, at "Spazio Hera" in the Company's registered office, Viale C. Berti Pichat no. 2/4, in order to resolve, inter alia, on the appointment of the Board of Directors of the Company,
The undersigned company, which holds a total of more than 1% of the shares with voting rights at the Ordinary Shareholders' Meeting, is submitting a list of candidates for the Board of Directors of the Company in accordance with Article 17 of the Company's Articles of Association
Rimini, 30 March 2023
[signed] (Micaela Dionigi - Chair)
| [LOGO] | Gruppo Società Gas Rimini S.pA - Via Chiabrera 34/D - 47924 Rimini (RN) | [LOGO] |
|---|---|---|
| Rimini Companies' Register no., TIN and VAT no. 00126550409 - REA RN62970 - Fully paid up share capital | ||
| € 55,000,000 Management and coordination of Gasrimini Holding S.p.A. | ||
| Phone 05413030 - Fax 0541380344 - [email protected] - www.gasrimini.it |
I, Tani Bruno, born in Sogliano al Rubicone, on 18/09/1949, residing in
candidate for appointment as member of the Board of Directors of Hera s.p.a., with registered office in Viale Carlo Berti Pichat 2/4, 40127 Bologna, registered in the Bologna Companies Register under no. 04245520376, pursuant to and for the purposes of Article 17 of the Articles of Association,
Please find enclosed a copy of my CV and photocopy of my identity document.
Rimini, 30 March 2023
Yours faithfully,
[signed] (Bruno Tani)
Vice Chair and CEO of Gruppo Società Gas Rimini S.p.A. - Rimini Member of the Board of Directors of GasRimini Holding S.p.a. - Rimini CEO of City Gas Bulgaria EAD - SOFIA (Bulgaria) CEO of Technoterm Engineering EAD - SOFIA (Bulgaria) Member of the Board of Directors of HERA S.p.A.
Member of the Board of Directors of HERA TRADING S.r.l.
Member of the Board of Directors of HERA COMM S.r.l.
Chair of the Board of Statutory Auditors of D.G. Holding S.p.A.
Design of natural gas distribution plants in about 35 Italian municipalities.
Numerous publications in specialised magazines in the gas sector and speaker in important conferences on local public services. Rimini, 30/03/2023
I authorise the processing of my personal data in accordance with Law 675/96 as subsequently amended.

I, Micaela Dionigi, born in Cesena on 19/10/1960,
as a candidate for appointment as member of the Board of Directors of Hera s.p.a., with registered office in Viale Carlo Berti Pichat 2/4, 40127 Bologna, registered in the Bologna Companies Register under no. 04245520376, pursuant to and for the purposes of Article 17 of the Articles of Association,
Please find enclosed a copy of my CV and photocopy of my identity document.
Rimini, 30 March 2023
Yours faithfully, [signed] (Micaela Dionigi)
| | Date of birth: | 19/10/1960 |
|---|---|---|
| | Place of birth: | Cesena (FC) |
| | Nationality: | Italian |
| | Residence | : |
| | Phone | : |
| | Tax Identification | : |
| Number | ||
| | : |
Computer skills : Windows Operating System - Office
President and CEO of Gruppo Società Gas Rimini S.p.A., the industrial holding company of Gruppo SGR (www.gasrimini.it)
President and CEO of SGR Servizi S.p.A.
CEO of Gasrimini Holding S.p.A.
President and CEO of Utilia S.p.A.
Sole Director of G.S.G.R. S.r.l.
Sole Director of D.G. Holding S.p.A.
Sole Director of Utilia Service S.r.l.
Director of Citygas Bulgaria EAD - Sofia (Bulgaria)
Director of Technoterm Engineering EAD - Sofia (Bulgaria)
President of the agricultural company Tenuta Colombarda S.r.l.
Director of Rinaldini Pastry S.P.A.
Trustee of SGR Solidale Onlus
Numerous social and humanitarian activities through participation in solidarity projects and the promotion of non-profit associations and activities.
Rimini, 30/03/2023
Micaela Dionigi [signed]
I authorise the processing of my personal data in accordance with Law 675/96 as subsequently amended.
as candidate for appointment as member of the Board of Directors of Hera s.p.a., with registered office in Viale Carlo Berti Pichat 2/4, 40127 Bologna, registered in the Bologna Companies Register under no. 04245520376, pursuant to and for the purposes of Article 17 of the Articles of Association,
Please find enclosed a copy of my CV and photocopy of my identity document.
Modena, 30 March 2023
Yours faithfully, [signed] Mara Bernardini
| Name | MARA BERNARDINI |
|---|---|
| Address Phone |
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| Fax |
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| Nationality | Italian |
| Date of birth | 09/10/1957 |
| Education and training | |
| • Dates | November 1976 to July 1980 |
| • Name and type of educational or training institute |
Degree in Law from the University of Modena with grade 110 cum laude. |
| • Main subjects / professional skills covered |
Legal and economic subjects |
| • Qualification obtained | Degree in Law |
| High School Diploma in Classics | |
| Professional experience | |
| Dates | November 1980 - current |
| Dates | February 2010 to current, |
| Name and address of employer | Way@SRLSU, previously Waysas |
| Type of company or sector | A consulting company in the fields of public transport, local public services, urban regeneration, asset enhancement, complex urban development programmes, social housing, real estate and ethical funds, state property concessions, organisation, personnel planning and assessment processes, cooperation with companies working with institutions, property management, facility management, biomethane. |
| • Main tasks and responsibilities Sole Director |
Page 1 Curriculum vitae of Mara BERNARDINI
The company has in place and/or has provided the following collaborations and consultancy services:
| Dates • Name and address of employer Type of company or sector Type of employment • Main tasks and responsibilities |
September 1999 - February 2010 Municipality of Modena Public Administration General Manager Top management of the Authority, responsible for the planning and management of human and financial resources and the implementation of the programme of investments and public works, responsible for trade union negotiations as head of the public-side negotiating team for managers and the sector, coordinator of cross-sectoral processes involving the Authority's sectors and services, Chair of the Assessment Board, responsible for programme agreements with Ministries, the Region, the Province and Foundations, technical advisor to the Municipal Council for the main institutions and associations representing the various economic categories on cross-sectoral matters, manager responsible for the Authority's shareholdings and the 4 districts of Modena. In my capacity as general manager, I signed the Municipality's annual budgets and works and investments plans, I oversaw the Programme Agreements with Ministries, the State Property Agency, Local Health Authorities and Foundations, and oversaw the financial and asset parts in cooperation with the Finance and assets sectors. These complex acts involved establishing high-level relations and negotiations, as well as the subsequent execution and reporting. In this context, as manager of the investee and subsidiary companies of the |
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| Municipality of Modena I conducted important negotiations, such as the sale of important shareholdings in the context of a programme agreement with the company Autostrade (sale of the Municipality of Modena's share in Autobrennero spa) with the associated procedures, implementation of the parts of the agreement and the related financial settlements. I was also: |
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| - Manager in charge of the Investee Companies and Manager of the Procedure for the listing of Meta Spa and for the merger of Meta Spa with Hera Spa - Manager in charge of Investee Companies and Manager of the Procedure for the sale of the minority shareholding in Farmacie Comunali spa, after the establishment of this company and the simultaneous Public Offer of Sale to small shareholders; Manager in charge of the Investee Companies and Manager of the Procedure for the selection of the private partner for the provincial transport company (Atcm Spa) - Manager in charge of all the other procedures for the sale of shares, liquidation, capital increase, etc. of all companies of the Municipality of Modena from October 1999 to January 2010. |
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| • Dates • Name and address of employer |
- These procedures generated significant revenues that enabled the implementation of complex programmes of asset acquisitions/restructuring and management of cross-sectoral procedures of considerable importance which I also coordinated in my role as General Manager. November 1995 to September 1999 ATCM Consortium |
| • Type of company or sector • Type of employment |
Consortium among public authorities (47 members, including municipalities and the Province of Modena) General Manager |
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|---|---|---|
| • Main tasks and responsibilities | Top management of the Consortium, legal representative, responsible for the planning and management of human and financial resources and the implementation of the investment plan, responsible for trade union negotiations, contact person for member institutions as well as for the Emilia Romagna Region, the Ministry of the Environment and Infrastructures, the National Transport Association and the economic and trade associations involved in local public transport. In this context, I supervised the management of programme and service agreements with the Emilia Romagna Region and their implementation and reporting in cooperation with the Finance and Management sectors. |
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| Dates | January 1995 to November 1995 | |
| Name and address of employer | Local Health Authority of Rimini | |
| Type of company or sector | Health | |
| Type of employment | Administrative Manager | |
| Dates | July 1994 to January 1995 | |
| Name and address of employer | Emilia Romagna Region | |
| Type of company or sector | Regional Administration | |
| Type of employment | Head of Department for general medicine, paediatrics, nursing homes, pharmaceuticals, sports medicine, external contract specialists and psychiatry. |
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| Dates | January 1993 to June 1994 | |
| Name and address of employer | Local Health Unit No 16 of Bologna | |
| Type of company or sector | Health | |
| Type of employment | Extraordinary Administrator | |
| Main tasks and responsibilities | The three positions described above, two at healthcare companies and one at the Emilia Romagna Region - Department of Health, in the above-mentioned roles, entailed, in order: |
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| - at Local Health Unit No 16, sole management responsibility in the transition phase from Local Health Units to Local Health Authorities, with the related extraordinary powers conferred by the Regional government on the extraordinary administrators, hence responsibility for the financial and asset resources of the Entity in collaboration with the management offices. - at the Emilia Romagna Region - Department of Health, sector head for outpatient health service planning and management by the Emilia Romagna Region. The role had the direct responsibility, according to the directives of the Regional Health Department and the Regional government, for issuing rules and guidelines to the Local Health Authorities and had direct contact with the regional and provincial representatives of the medical unions, pharmacists, external contracted doctors, nursing homes, etc. and with the General, Administrative and Medical Directors of the Local Health Authorities. The role included participating, for matters within my remit, in the State-Regions Conference, as well as liaising with the Ministry of Health. - At the Rimini Local Health Authority, my role as administrative director included technical, administrative and accounting and human resources responsibilities in support of the general manager |
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| Dates | November 1980 to January 1993 | |
| Name and address of employer | Comunità Montana (Association of Mountain Municipalities) del Frignano - Local | |
| Type of company or sector | Health Unit No 18 - District Committee | |
| Type of employment | Local authorities | |
| Manager - General Secretary |
Main tasks and responsibilities Sole Manager of the Entity - Responsible for managing human and financial resources; coordinating activities in the areas of agriculture, hydraulics, forestry, health, town planning, related plans and programmes and reporting, together with the relevant offices in coordination with the Region and the Province. Responsible for the Entity's public procedures (tenders and contracts).
| MOTHER TONGUE | ITALIAN |
|---|---|
| OTHER LANGUAGES COMMUNICATIVE SKILLS AND ABILITIES |
ENGLISH Internal and external relations, in relation to the roles held, are a fundamental aspect of my profession. |
| ORGANISATIONAL SKILLS AND ABILITIES |
I have therefore acquired excellent interpersonal skills and abilities. The many years spent as senior manager of complex structures and charged with developing various organisational processes of entities or sectors and services, as well as a personal interest in the subject matter, have enabled me to acquire organisational skills and abilities appropriate to sector and general management. Moreover, this capacity and ability has been enriched on the side of human and economic resource management by my experience as an assessor gained by chairing assessment boards, by managing the simplification, innovation, and coordination processes associated with my roles as General Manager and as chair of Assessment Boards, which involve weighing and evaluating objectives/outcomes/performance. |
| TECHNICAL SKILLS AND ABILITIES OTHER SKILLS AND ABILITIES: |
Use of the main computer programmes required to perform the role. I have acquired additional professional skills and knowledge from my past and current experience as a member of the Boards of Directors of the following companies: - Member of the Board of Directors of Banca Popolare dell'Emilia Romagna from 12 April 2014 to 21 April 2021 - Chair of the Remuneration Committee of Bper from 19 April 2016 to 21 April 2021 - Member of the Appointment Committee of Bper from 21 April 2015 to 21 April 2021 - Member of the Remuneration Committee of Bper since 21 April 2015 - Member of the Supervisory Committee of Bper's Pension Fund from |
| July 2015 to 2021 - Chair of Atrikè Spa from October 2013 to April 2021 - HERA S.p.A. Member of the Board of Directors of Hera spa from January 2006 to 27 April 2017 - Member of the Remuneration Committee of Hera spa from 28 April 2014 to 27 April 2017 - Member of the Board of Directors of Heracomm from 28 May 2014 to 16 May 2017 - Chair of the Fondazione Museo Casa Natale Enzo Ferrari from 3 December 2013 to 20 July 2015 - Chair of Hera Comm (trading company of the Hera Spa group) from 10 May 2011 until 28 May 2014; |
Province of Cremona (year 2012)
Member of the tender board for the selection of an AMC to set up a Real Estate Fund for the Province
| Driving licence(s) | Category B | |
|---|---|---|
| Additional information | Selected to be part of the "Ready-for-Board Women" project by PWA Milan for the year 2009. Selected by the "Marisa Bellisario" Foundation as one of 1,000 from 2,500 CVs to be put forward in the election of Boards of Directors from September 2012, in application of the rule to improve gender balance in company boards. Participation as Chair and/or Member of tender committees for the award of works and services, for the selection of private company partners. Participation as Chair and/or Member of committees for the selection of managers and executives, both in public competitions and selections by other means. Speaker at conferences, training courses and institutional or privately organised initiatives on topics within the remit of the public administration. Responsibility for procedures and contact person for municipalities on complex procedures on behalf of the Municipality of Modena and for Modena's public shareholders of Meta S.p.A., Hera S.p.A. and ATCM. |
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| Main Collaborations and Lectures |
■ Speaker at the Affari e Finanza initiative - Milan 30 June 1998 on "Trasporti Pubblici alla luce del Dlgs. 422/97". ■ Collaboration and guest lecturer at the Master's Degree in Public Administration at SDA Bocconi and at the Centre of Excellence of the Università Cattolica del Sacro Cuore - July 2000 - at the Università di Piacenza. ■ Speaker at the conference "Budget Law, Regions and Local Authorities" organised by the Municipality of Spilamberto (MO) - 30 November 2001. ■ Member of the group of private entities and local authorities set up by Consiel-Allaxia that led to the publication of the book "Governing tomorrow: which local authority in 2005?" and presented at the Public AdministrationFORUM - May 2002. ■ Speaker at the Public Administration Forum in Rome on 8 May 2002 on the topic "Women and Management". ■ Speaker on the topic "Quality of relationships between authorities and citizens: the experience of the Municipality of Modena" at the meeting and round table organised by the P.A. FORUM "e-Government: how to optimise internal processes and public services to ensure the satisfaction of citizens and businesses" on 16 September 2002. ■ Speaker at the Conference "New opportunities for local authorities" Dexia Crediop Rome 4 April 2003 - on topics of local public services and their reforms. ■ Speaker at the U.P.I. (Union of Italian Provinces) initiative - Emilia Romagna "New management for local development - Modernity of local authorities - Services and values, opportunities and risks" - 14 March 2003. ■ Speaker at the conference "Sustainable Urban Mobility" - Milan 28 May 2003 for II Sole 24 ore - Affari & Finanza ■ Speaker at the seminar "Women Managers in Public Administrations" - Milan 30 October 2003 - organised by Bocconi University. ■ Speaker at the Salone delle Autonomie Locali (local authorities meeting) Euro P.A. "Overview of some management methods in place or being considered at the Municipality of Modena" - Rimini 26 March 2004. ■ Speaker at the FORUM P.A. "Public Private Partnership in the Governance of Public Administrations" - Rome 10 May 2004. ■ Lecturer in the Master's Degree Course of the Lecce University on "Organisation, communication and innovation in the Municipality of Modena" - Lecce 4-5 June 2004. |
public administration"
Modena 31 March 2023 Maria Bernardini
[signed]
I, RODOLFO ORTOLANI, born in IMOLA on 07/08/1957,
as candidate for appointment as member of the Board of Directors of Hera s.p.a., with registered office in Viale Carlo Berti Pichat 2/4, 40127 Bologna, registered in the Bologna Companies Register under no. 04245520376, pursuant to and for the purposes of Article 17 of the Articles of Association,
Please find enclosed a copy of my CV and photocopy of my identity document.
Imola, 30 March 2023
Yours faithfully, (Rodolfo Ortolani) [signed]
| Curriculum Vitae | |
|---|---|
| PERSONAL DETAILS | |
| Name | Address Rodolfo Ortolani |
| Phone |
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| Date of birth | |
| EMPLOYMENT HISTORY | |
| 29 April 2021 - current | Affide - Custodia e Valori S.P.A Director on the BoD |
| 12 June 2020 - current | Fondazione Cassa di Risparmio Imola Chair |
| 1 October 2018 - 30 September 2019 | Conf. Nazionale Coldiretti Manager |
| 12 June 2016 - 12 June 2020 | Fondazione Cassa di Risparmio Imola Director on the BoD |
| 8 February 2016 - 30 September 2018 | Cordusio Fiduciaria CEO |
| 3 March 2014 - 7 February 2016 | UniCredit S.p.A. Head of Country Development & Value Optimization Italy |
| 12 January 2013 - 2 March 2014 | Unicredit S.p.A. Head of Business Support and Value Optimization |
| 1 November 2010 - 11 January 2013 | Unicredit S.p.A. Head of Identity & Communications Italy |
| 1 November 2008 - 31 October 2010 | UniCredit Banca S.p.A. General Manager |
| October 2007 - 31 October 2008 | Bipop Carire CEO |
| July 2005 - 31 October 2008 | UniCredit Banca S.p.A. Assistant General Manager |
| April 2001 - June 2005 | Banca dell'Umbria 1462 General Manager |
| April 2000 - April 2001 | Banca dell'Umbria 1462 Assistant General Manager |
| January 1996 - April 2000 | Cassa di Risparmio di Imola Head of Business Area From July 1997: Assistant General Manager |
|---|---|
| April 1982 - December 1995 | Credito Romagnolo Various executive, sales and management functions |
| OTHER ROLES | |
| 11 April 2017 - 31 July 2018 | UniCredit (UK) Trust Services Ltd Director and Chair |
| 11 May 2009 - 15 April 2014 | NOMISMA Board Member |
| September 2011 - October 2011 | Ministry of Economic Development General Assembly of Foreign Trade - Chair of the Services Panel |
| 01 April 2006 - 31 October 2010 | UniCredit Bancassurance Management & Administration S.r.l. (formerly UniCredit Assicura). Chair |
| December 2015 - 10 February 2016. | Chamber of Commerce, Industry, Craft Trades and Agriculture of Bologna Chamber Councillor (on behalf of ABI) |
| 3 October 2005 - 1 September 2008 | UNI IT Board Member (on behalf of UniCredit Banca) |
| July 2002 - March 2005 | Interbank Guarantee Fund Chair |
| 16 July 2001 - 25 June 2004 | Chamber of Commerce, Industry, Craft Trades and Agriculture of Perugia Chamber Councillor (on behalf of ABl) |
| 26 October 2001 - 17 November 2005 | SASE S.p.A - Airport Management Company Board Member (on behalf of Banca dell'Umbria) |
| 10 April 2001 - 31 December 2001 | Mediocredito dell'Umbria S.p.A. Board Member (on behalf of Banca dell'Umbria) |
| 2000 - November 2005 | Capitale e Sviluppo S.p.A. Board Member (on behalf of Banca dell'Umbria) |
| August 2000 - June 2002 | Interbank Guarantee Fund Board Member (on behalf of ABI) |
| Education and training | |
| 1982 | Degree in Law University of Bologna (BO) |
| 1976 | High School Diploma in Science Istituto Salesiani of Faenza (RA) |
|---|---|
| Personal skills and abilities | |
| Mother tongue | Italian |
| Other language(s) Grade |
English Good knowledge of the language, written and spoken |
updated 2 December 2022
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