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Breakdown

The presence of a widespread shareholder base and the lack of single shareholders with absolute control are the distinctive points that characterise Hera's shareholder structure.
These particular characteristics reflect the history of the Hera Group, formed in November 2002 as a result of the merger and integration of 11 multiutility companies in the Emilia- Romagna Region and contribute towards significantly limiting the risk of governance problems that affect almost all companies in this sector in Italy.
Following listing on the Milan Stock Exchange in the All share segment of the Mercato Telematico Azionario (the electronic equity market) in June 2003, Hera continued its development through additional mergers and integrations with other multi-utilities in the surrounding areas, enlarging the geographic perimeter of activities and including more public institutions in the shareholder structure through the "reserved" issue of new shares (from 155 in 2002 to 187 in 2011).
Hera's share capital grew from 789 million ordinary shares in 2002 to 1,115 million with the latest reserved share capital increase resolved on 21 October 2009.
Hera's shareholder structure consists of public entities, and private and professional investors.
Local Authorities represent the most sizable category among Hera's investors, with 60.1% of the share capital, and they mainly comprise Municipalities of the Emilia-Romagna provinces in which the Group operates. Almost all local authorities holding shares renewed the so-called "Shareholders' Agreement" in December, which binds them to maintain equity investments representing 51% of Hera' share capital, as stipulated in the company's Articles of Association. The so-called "free float" of shares therefore comprises 49% of the share capital, and 80% of it is held by private and professional investors, both Italian and foreign.
Over the year, private and professional shareholders have remained extremely diversified: on the dividend coupon date in June 2011, 29.6% of Hera's shares were held by Italian and foreign professional investors such as insurance companies, banking institutions, banking foundations, pension funds, mainly Anglo-American mutual funds, whilst 9.9% of them were held by mainly Italian private investors.
Since its listing, Hera has had thousands of residents of the areas served, who are therefore, also customers of the Group, among its shareholders.
On the dividend registration date in 2011, Hera held 5.2 million treasury shares in the portfolio, totalling 0.5% of the share capital. Since 2006, Hera has in fact adopted a treasury share buy-back plan providing for a maximum rotating limit of 24 million shares for a total amount of Euro 60 million. The purpose of the plan is to finance possible additional opportunities for integration of small companies and to normalise any anomalous price fluctuations compared to those of the main Italian securities. The Shareholders' Meeting of 29 April 2011 renewed the treasury share buy-back plan for an additional 18-month period, for a total amount of Euro 60 million.

Shareholders
No.200920102011
Municipalities and other public Entities186187187
Professional investors465369401
Private investors21,91621,54620,581
Total22,56722,10221,169

Figures refer to the dividend registration date. Data source: Hera processing of data from Servizio Titoli S.p.A.

 
Shares held (breakdown)
%200920102011
Municipalities and other public Entities58.8%61.3%60.1%
Professional investors30.6%25.2%29.6%
Private investors10.5%13.0%9.9%
Treasury shares0.1%0.5%0.5%
Total100%100%100%
Total shares (million)1,032.71,115.01,115.0

Figures refer to the dividend registration date. Data source: Hera processing of data from Servizio Titoli S.p.A.

The decrease in the share held by private investors coincides with the negative situation of most companies in the energy industry as a result of the macroeconomic recession. At the same time, the share held by professional investors increased in 2011, when, in spite of the macroeconomic recession, the Group maintained its policy of paying dividends, stable or increasing, confirming the approach maintained since the inception of the Group. This dividend policy was deemed sustainable by financial analysts for years to come as well, both in light of the results published in 2011 and of the 2011-2015 Business Plan.
The professional category investors increased their percentage with respect to last year, taking the investment to 2009 levels to the detriment of a reduction in the portion of "non-professional" private investors and, to a lesser extent, that held by minor municipal shareholders. This increase coincided with the satisfactory financial statement results for 2010 and the consequent rise in the divided authorised in 2011.

 
Shareholder breakdown as at 31 December 2011

HSST S.p.A. (Holding Strategie e Sviluppo dei Territori modenesi), is comprised of: Frignano Association of Mountain Communities, Unione terre dei Castelli, Municipality of Castelfranco Emilia, Fiorano Modenese, Formigine, Frassinoro, Guiglia, Lama Mocogno, Maranello, Marano sul Panaro, Modena, Montefiorino, Palagano, Pavullo nel Frignano, Polinago, Riolunato, San Cesario sul Panaro, Sassuolo, Serramazzoni, Sestola, Zocca and Acquedotto Dragone Impianti.
CON.AMI is a consortium comprised of the Municipalities of Conselice, Massa Lombarda, Sant'Agata sul Santerno, Medicina, Castel Guelfo di Bologna, Castel San Pietro Terme, Dozza, Imola, Mordano, Solarolo, Bagnara di Romagna, Castel Bolognese, Faenza, Riolo Terme, Brisighella, Casalfiumanese, Borgo Tossignano, Fontanelice, Castel del Rio, Fiorenzuola, Marradi, Palazzuolo sul Senio, Casola Valsenio.
Ravenna Holding comprises the Municipalities of Cervia, Faenza and Ravenna.
Holding Ferrara Servizi S.r.l. is wholly owned by the Municipality of Ferrara.
Rimini Holding S.p.A. is wholly owned by the Municipality of Rimini.
Livia Tellus Governance S.p.A. is wholly owned by the Municipality of Forlė.


Public shareholders progressively increased their share until they reached 60.9% of the total. This came about due to the Group's constant expansion, which in recent years integrated additional municipal companies. The singularity of Hera's public shareholders consists of the broad and progressive diversification of the shares owned by 187 different municipalities, of which the majority shareholder holds 13.7% of the shares.
The changes over the last three years in the shares of individual public shareholders have been small and they are mainly caused by the fact that the Municipalities that owned the merged companies have become shareholders. The public shareholder component is an element of stability in the shareholder structure and of sound governance.
In 2011, the Municipality of Forlė established a financial holding company to which it transferred nearly all the shares held in Hera, without, therefore, substantially altering the shareholder structure (a number of minor Municipal shareholders slightly reduced their investment in Hera during 2011).
The organisation of road shows for the presentation of the business plan and the shareholders' meeting for the approval of the annual financial statements made it possible to encourage dialogue with these investors. Furthermore, the Sustainability Report was presented to the shareholders' meeting, meeting with positive feedback regarding the sustainable approach of management.

 
No. of local resident private shareholders (as of date of dividend registration)
No.200920102011
Bologna TOS area4,0863,992 3,714
Ferrara TOS area369351 323
Forli-Cesena TOS area1,4851,4471,371
Imola-Faenza TOS area1,4381,456 1,363
Modena TOS area1,1041,141 1,107
Ravenna TOS area1,1631,114 1,043
Rimini TOS area590572 555
Total local resident private shareholders10,23510,0739,476
Total private shareholders21,91621,546 20,581
% of private shareholders resident in areas served46.7%46.8%46.0%

Figures refer to the dividend registration date. Data source: Hera processing of data from Servizio Titoli S.p.A.

Its characteristic as a company that is closely linked to its local area is particular evident in the analysis of Hera's shareholder structure, which shows a significant historical presence of private "non professional" resident investors. Around 9,500 thousand private investors, i.e. 46% of this category (which includes citizens and private companies that are not professionally dedicated to management of savings, both Italian and foreign) resides in the areas served by Hera and holds 62% of the shares held by private investors.
In the past three years, the number of non professional resident and non resident investors in the local areas has stably remained above 20 thousand individuals.
Dialogue with private investors during 2011 was more frequent than in past years, due to the instability of the financial markets, in particular the Italian one, which suffered a sharp adjustment due to the sovereign debt crisis. Relations with investors made it possible to contain concerns, permitting investors to evaluate the investment choice with greater peace of mind. The macro-economic crisis suffered in 2011 in any event coincided with a drop in private savings invested on the market in general, with visible effects also for Hera.
In light of the positive results achieved as a result of relationships established with private investors, Hera decided to commit itself for actively furthering initiative for meeting and dialogue, so as to extend the number of contacts and more fully support consensus with category of investor.