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Hera

AGM Information Apr 6, 2023

4260_rns_2023-04-06_0cbd1eca-27b0-490f-bac4-2d1fda23165e.pdf

AGM Information

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List of candidates for the Board of Directors of HERA s.p.a.

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,

SUBMITS

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:

    1. Bruno Tani;
    1. Micaela Dionigi;
    1. Mara Bernardini;
    1. Rodolfo Ortolani.

In accordance with the provisions of Article 17 of the Company's Articles of Association, we attach hereto the following documents:

  • 1) irrevocable acceptance of office by the candidates;
  • 2) certification by the candidates of possession of the requirements for the office, as well as the nonexistence of any causes of ineligibility and/or forfeiture from holding the office of director;
  • 3) certification by the candidates of possession of the requirements of integrity under Article 147 quinquies of Legislative Decree no. 58/1998;
  • 4) certification by the candidates of possession of the requirements of independence established by Article 147-ter, paragraph 4, of Legislative Decree no. 58/1998 and those provided for by the Self-Regulatory Code drawn up by the Corporate Governance Committee of Borsa Italiana s.p.a.;
  • 5) curriculum vitae and identity document of the candidates.

Bologna, 30.03.2023

Gruppo Società Gas Rimini s.p.a.

[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

PROXY FOR THE SUBMISSION OF THE LIST OF CANDIDATES FOR THE OFFICE OF MEMBER OF THE BOARD OF DIRECTORS OF HERA S.P.A.

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

HEREBY AUTHORISES

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

Certification of percentage held in Hera s.p.a.

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,

WHEREAS

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

HEREBY DECLARES

  • that, as of the date of submitting the list of candidates for the Board of Directors, it owns 30,771,269 ordinary shares of Hera s.p.a., equal to 2.065825% of the Company's share capital.

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

Certification of non-existence of agreements or links

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,

WHEREAS

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

HEREBY DECLARES

  • the non-existence of agreements or links of any kind with other shareholders who have submitted other lists;

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

IRREVOCABLE ACCEPTANCE OF THE OFFICE OF DIRECTOR SHAREHOLDERS' MEETING OF 27 APRIL 2023

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,

HEREBY DECLARE

  • that I possess the requirements for the office;
  • that I am not aware of the existence of any causes of ineligibility for and/or forfeiture of the position of director;
  • that I possess the requirements of integrity under Article 147-quinquies of Legislative Decree no. 58/1998;
  • that I possess the independence requirements set forth in Article 147-ter, paragraph 4, of Legislative Decree no. 58/1998 and those provided for by the Corporate Governance Code drawn up by the Corporate Governance Committee of Borsa Italiana s.p.a.;
  • that I accept, should I be appointed pursuant to Article 17 of the Articles of Association, the position of director of Hera s.p.a;
  • that I will not revoke this acceptance of office if I am appointed pursuant to 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)

Curriculum Vitae of Mr BRUNO TANI

PERSONAL DETAILS

  • Date of birth : 18/09/1949
  • Place of birth : Sogliano al Rubicone
  • Nationality : Italian
  • Marital Status
  • Residence
  • Phone
  • Tax Identification Number
  • E-mail

EDUCATION

  • Qualification : Degree in Mechanical Engineering
  • 1973 (November): Faculty of Engineering University of Bologna
  • Linguistic skills: English good
  • Computer skills: Windows Operating System Office

EMPLOYMENT HISTORY

  • From 1/11/1973 to 31/1976 employed at SIR in Milan as a petrochemical plant designer.
  • Since 1/2/1976 employee of Società Gas Rimini S.p.A.
  • From 1/1/1980 General Manager of Società Gas Rimini S.p.a.
  • From November 2006 to October 2017 President of ANIGAS (now PROXIGAS) Associazione Nazionale Industriali Gas

CURRENT POSITION

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.

PROFESSIONAL ACTIVITY

Design of natural gas distribution plants in about 35 Italian municipalities.

PUBLICATIONS AND CONFERENCES

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.

IRREVOCABLE ACCEPTANCE OF THE OFFICE OF DIRECTOR SHAREHOLDERS' MEETING OF 27 APRIL 2023

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,

HEREBY DECLARE

  • that I possess the requirements for the office;
  • that I am not aware of the existence of any causes of ineligibility for and/or forfeiture of the position of director;
  • that I possess the requirements of integrity under Article 147-quinquies of Legislative Decree no. 58/1998;
  • that I possess the requirements of independence established by Article 147-ter, paragraph 4, of Legislative Decree no. 58/1998 and those provided for by the Corporate Governance Code drawn up by the Corporate Governance Committee of Borsa Italiana s.p.a.;
  • that I accept, should I be appointed pursuant to Article 17 of the Articles of Association, the position of director of Hera s.p.a;
  • that I will not revoke this acceptance of office, if I am appointed pursuant to 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)

PERSONAL DETAILS

Date of birth: 19/10/1960
Place of birth: Cesena (FC)
Nationality: Italian
Residence :
Phone :
Tax Identification :
Number
E-mail :

EDUCATION Qualification: High School Diploma in Classics 1979 : Istituto Monti - Cesena (FC) Linguistic skills : English fair

Computer skills : Windows Operating System - Office

EMPLOYMENT HISTORY

  • 1981 -1982 employed at Studio Commerciale Spada Cesena (FC)
  • Since October 1982 employee of Gruppo Società Gas Rimini S.p.A. (formerly Società Gas Rimini S.p.A.)
  • Since 01/01/1989 senior manager of Gruppo Società Gas Rimini S.p.A. (formerly Società Gas Rimini S.p.A.)

CURRENT POSITION

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

OTHER INFORMATION

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.

IRREVOCABLE ACCEPTANCE OF THE OFFICE OF DIRECTOR SHAREHOLDERS' MEETING OF 27 APRIL 2023

I, Mara Bernardini, born in Modena on 09/10/1957

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,

HEREBY DECLARE

  • that I possess the requirements for the office;
  • that I am not aware of the existence of any causes of ineligibility for and/or forfeiture of the position of director;
  • that I possess the requirements of integrity under Article 147-quinquies of Legislative Decree no. 58/1998;
  • that I possess the independence requirements set forth in Article 147-ter, paragraph 4, of Legislative Decree no. 58/1998 and those provided for by the Corporate Governance Code drawn up by the Corporate Governance Committee of Borsa Italiana s.p.a.;
  • that I accept, should I be appointed pursuant to Article 17 of the Articles of Association, the position of director of Hera s.p.a;
  • that I will not revoke this acceptance of office, if I am appointed pursuant to 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

CURRICULUM VITAE

Name MARA BERNARDINI
Address
Phone
Fax
E-mail
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:

  • Sinloc (investee of 10 banking foundations) active in financial arrangement, public-private partnership, urban redevelopment, social housing, technical assistance for PNRR and Structural Funds, energy transition and climate change (since 2013, ongoing) Role: Emilia Romagna/Tuscany and Adriatic Corridor Area Manager of Società Gas Rimini: President of SGR Biomethane and Group consultant (since 2020, ongoing)
  • Toscana Energia Green and Seaside (Italgas Group) now Geoside, the company building the Modena Autodrome (Aerautodromo spa) for partner search, activity development and relations with institutions (since 2010 and still active)
  • CME Consortium, comprising approximately 300 companies in the fields of construction, plant engineering, renovation, urban infrastructure development, renewable energy, global services, partnerships, social housing
  • Gate Rel, a company operating in collaborative space management Member of the Scientific Committee of Ankorgaz;
  • Member of the Scientific Committee of Innovation Laboratories (Fondazione Brodolini) in Emilia Romagna K2Real, a company operating in real estate valuation and due diligence for international operators, banking institutions, AMCs and Funds, investors (since January 2015).
  • Envent spa of Rome and Milan, a company active in mergers, company acquisitions, listings on the Aim market, internationalisation of companies, corporate restructuring, search for partners in the private and public sectors, advisory activities (since 2012)
  • Real estate funds, AMCs and companies for development programmes, construction works, renewable energy plants, social housing urban regeneration, serviced areas
  • Joint enterprises and private companies in the public transport sector (2010/2011/2012)
  • Professionals and law, engineering and financial firms for publicprivate partnerships and public procedures on local public services Tax assessment and collection companies
  • Companies in the energy sector
  • Companies working with businesses for subsidised financing
  • T.I.E (company in the Chamber of Commerce of Modena, Confindustria Modena, Legacoop and trade associations) set up to build the "Scalo Merci" (freight terminal) in Modena (2012, 2013, 2014 ceased in 2015 due to liquidation of the company)
  • Renovo Bioenergy of Mantua: company operating in the biomass energy sector, linked to the Green Star fund, (2011/2016) Seda Spa and Consorzio Kgs of Pesaro (years 2010/2012), companies operating in the tax collection sector and services for local and state authorities, general services for public agencies and companies (global service, cartography, master data management, road censuses and territorial control in general, database control, health service copayment management, global service, canteen services, medical appointment management (years 2011 - 2012)
  • Reti s.p.a. Rome holding company operating in the field of corporate communication, professional training, market surveys, customer surveys, innovation and web marketing, lobbying and public affairs. (2010)
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
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:
-
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.
• 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
• 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.
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.
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:
-
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
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).

PERSONAL SKILLS AND ABILITIES

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;
  • ACANTHO S.p.A. (investee company of the holding company HERA. Company providing services in the field of technological innovation, telephony, TLC, networks for public administrations, WIFI services, hosting, server farms) from April 2007 to 10 May 2011
  • UNIFLOTTE S.r.l. (investee company of the holding company HERA. Company providing services in the maintenance sector) from April 2007 to July 2009
  • HERA Trading S.r.l. (investee company of the holding company HERA. group trading company) from May 2006 to March 2007
  • Meta Service S.r.l., a company that was in charge of the maintenance, management and renewal of the vehicles and containers of META S.p.A.'s environmental service fleet from December 2003 to March 2007
  • META S.p.A.: Member of the Board of Directors from May 2003 to December 2005
  • Carpi Formazione S.r.l., member of the Board of Directors from December 2000 to 31 December 2004.
  • Member of the Remuneration Committee of HERA S.p.A. from July 2009 to May 2011
  • Member of the Internal Control Committee of META S.p.A. from May 2003 to December 2005
  • Member of the Appointment Committee of Meta S.P.A. from May 2003 to December 2005

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.
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.
  • Speaker at the FACILITY MANAGEMENT FORUM on "Publicprivate integration in city management" - Rome 23-24 June 2004. Speaker at the workshop "Il Progetto Alleanza per lo Sviluppo" organised by Atlantis - Cagliari 1-2 October 2004.
  • Speaker at the conference on Federalism (Un federalismo utile al paese. Risorse e poteri per superare lo stallo e rilanciare lo sviluppo), on the topic "Governance in the management of public services and functions: outsourcing and the system of publicly held companies" - Viareggio 8 October 2004.
  • Speaker at the P.A. FORUM on "An alliance for development" Rome 10 May 2005.
  • Speaker at the P.A. FORUM on "Senior public managers between politics and administration: some food for thought" - Rome 11 May 2005. Lecturer on the Master's Degree Course of the School of Advanced Studies of Lecce University on "Public Management and e-Government" - Lecce 20-21 May 2005. Speaker at the Affari e Finanza initiative on "Creating infrastructure to facilitate the movement of goods and people" - Milan 25 May 2005.
  • Speaker at the Seminar on "Public asset companies and facility management" organised by Legautonomie - Viareggio 5 October 2005. Speaker at the initiative "Representative Democracies and government" organised by the Municipality of Cesena - Cesena 11 March 2006.
  • Speaker at the Network for the University Master Course on Public Management (MMP) on "Presentation of company experiences in personnel assessment" organised by SDA Bocconi - Milan 25 November 2006. Speaker at the conference "Local authority planning and service management methods" organised by Confcooperative Federlavoro e Servizi - S. Lazzaro di Savena (BO) 7 December 2006.
  • Speaker at the Affari e Finanza initiative on "La valorizzazione del patrimonio immobiliare pubblico — opportunità per Enti Locali e operatori immobiliari" - Milan 8 March 2007.
  • Speaker at the Salone delle Autonomie Locali (local authorities meeting) Euro P.A. "Mobility Services: Current Legal Profiles and Future Scenarios" on the topic "Tradition and Innovation of Mobility Actors - in particular Mobility Agencies" - Rimini 31 March 2007.
  • Speaker at the Network for the University Master Course on Public Management (MMP) on "Presentation of company experiences in personnel assessment" organised by SDA Bocconi - Milan 2 April 2007.
  • Speaker at the conference "Programming and implementing a work plan. Relations with private parties in implementation and management" organised by the Association of building contractors of the province of Modena - Modena 9 May 2007.
  • Speaker at the ABI (Italian Banks' Association) conference on 18 and 19 February 2010 in Rome on: "public-private partnership and collaboration with banks"
  • Speaker at the Quotidiano Immobiliare conference on 25.2.2010 in Milan "Enhancing public assets"
  • Speaker on the draft law on "pink quotas" ("gender balance") in the boards of directors of listed companies and companies with public shareholdings at the Provincial Conference of Female Elected Officials, Modena 6 June 2011 Coordinator of the seminar day organised by EIRE entitled: "Enhancing the value of public assets" Milan 7 June
  • Speaker at the National Assembly of Asstra, Bari 10 June 2011 on the possibilities and opportunities for raising resources for local public transport companies and mobility agencies through innovative approaches (real estate funds and asset valorisation)
  • Lecturer at a training course held by Promo Pa Florence 20 October 2011 on: "Public and private assets in a dynamic vision of

public administration"

  • Coordinator of a seminar on behalf of the Accademia dello Scoltenna, Fiumalbo (Mo) held on 20/11/2011 on the topic: "Joint management of functions and services. A challenge for the future of local autonomies"
  • Speaker at Potenza on 14/11/2011, organised by Legacoop and local institutions, on the topic: "Innovative tools for the assets of Public Administrations"
  • Speaker in Ripamolisani (CB) on 23 January 2012 for the Patto del Matese on the enhancement of public assets.

Modena 31 March 2023 Maria Bernardini

[signed]

DECLARATION OF IRREVOCABLE ACCEPTANCE OF THE OFFICE OF DIRECTOR SHAREHOLDERS' MEETING OF 27 APRIL 2023

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,

HEREBY DECLARE

  • that I possess the requirements for the office;
  • that I am not aware of the existence of any causes of ineligibility for and/or forfeiture of the position of director;
  • that I possess the requirements of integrity under Article 147-quinquies of Legislative Decree no. 58/1998;
  • that I possess the independence requirements set forth in Article 147-ter, paragraph 4, of Legislative Decree no. 58/1998 and those provided for by the Corporate Governance Code drawn up by the Corporate Governance Committee of Borsa Italiana s.p.a.;
  • that I accept, should I be appointed pursuant to Article 17 of the Articles of Association, the position of director of Hera s.p.a;
  • that I will not revoke this acceptance of office, if I am appointed pursuant to 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
E-mail
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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