Sonae Capital SGPS SA informs about resolutions of the Shareholders' Annual General Meeting

 

 

SONAE CAPITAL, SGPS, S. A.
Sede: Lugar do Espido, Via Norte, Maia
Share Capital: € 250,000,000.00
Maia Commercial Registry and Fiscal Number 508276756
Sociedade Aberta

 

ANNOUNCEMENT OF MATERIAL EVENT


Under the terms and for the purposes of article 249 of the Portuguese Securities Code and of CMVM’s Regulation nr. 5/2008, Sonae Capital, SGPS, SA hereby informs that the following resolutions were taken in the Shareholders’ General Meeting held today:

1- To approve the Report of the Board of Directors, the individual and consolidated financial statements for 2010, as presented by the Board of Directors;

2- To approve that the 2010 net profit, of 2,324,988.08 euro, has the following appropriation:
Legal Reserve: € 116,249.40
Free Reserves: € 2,208,738.68

3- To approve the management and audit of the Company for the year 2010;

4- To approve the following changes to the Articles of Association:
a) to change the wording of number 1 of article 9, to the following:
“One – The Board of Director is made up of an odd or even number of members, with a minimum of three members and a maximum of seven members, elected at the Shareholders’ General Meeting. The Chairman of the Board of Directors has a casting vote.
(…)
b) To change number 1 of article 21, to the following wording:
“One – Shareholders may be present at the Shareholders’ General Meeting under the terms of the law.
(…)”
c) To change numbers 1 and 4 of article 23, to the following wording:
“One – Shareholders may be represented at the Shareholders’ General Meeting under the terms of the law and of the respective notice of meeting.
(…)
Four – Written voting papers shall only be considered valid, if they are received at the company’s registered office at least three days before the date of the Shareholders’ General Meeting. Voting papers must be sent by registered post with acknowledgement of receipt, and addressed to the Chairman of the Board of the Shareholders’ General Meeting, with the necessary proof of shareholder quality as at the record date. Electronic voting papers can be accepted, under the same terms, if that specific option is made available to shareholders and included in the notice of meeting of the respective Shareholders’ General Meeting.”
d) To supress number 2 of article 23;
e) To change current numbers 3, 4, 5, 6, 7, 8, 9, 10 and 11 of article 23 to, respectively, numbers 2, 3, 4, 5, 6, 7, 8, 9 and 10;
f) to change the wording of article 29, to the following:
“The mandate of the members of the statutory bodies shall be for two years, and they may be
reelected one or more times.”

5- To elect the following members for the new mandate 2011/2012:
a) Board of the Shareholders’ General Meeting:
Chairman: António Agostinho Cardoso da Conceição Guedes
Secretary: Maria Daniela Farto Baptista Passos
b) Board of Directors:
Belmiro Mendes de Azevedo
Álvaro Carmona e Costa Portela
Francisco de La Fuente Sánchez
Maria Cláudia Teixeira de Azevedo
Paulo José Jubilado Soares de Pinho
c) Fiscal Board:
Chairman: Manuel Heleno Sismeiro
Member: Armando Luís Vieira Magalhães
Member: Jorge Manuel Felizes Morgado
Substitute: Carlos Manuel Pereira da Silva
d) Remuneration Committee:
Chairman: Efanor Investimentos, SGPS, SA, represented by Belmiro Mendes de Azevedo
Member: José Fernando Oliveira de Almeida Corte Real

6- To propose to the Shareholders’ General Meeting the election of Pricewaterhousecoopers & Associados, SROC, represented by Hermínio António Paulos Afonso or by António Joaquim Brochado Correia, as Statutory Auditor for the new mandate 2011/2012;

7- To set the remuneration of the members of the Remunerations Committee for the new mandate, under the terms of the proposal presented and previously disclosed;

8- To approve the statement of the Remunerations Committee regarding the remuneration and compensation policy for statutory governing bodies, under the terms of the proposal presented and previously disclosed;


9- To grant approval to the Board of Directors to purchase and sell own shares, over the next 18 months and under limits permitted by law, under the terms of the proposal presented by that statutory body and previously disclosed;

10- To grant approval to the Board of Directors to purchase and sell bonds issued by the Company, over the next 18 months and under limits permitted by law, under the terms of the proposal presented by that statutory body and previously disclosed;


11- To grant approval for the acquisition and/or holding of shares issued by the Company by companies controlled, directly or indirectly, by this Company, over the next 18 months, under the terms of the proposal presented by the Board of Directors and previously disclosed.


Maia, 31 March 2011

The Representative for Capital Market Relations