item 5 pdf

Transcrição

item 5 pdf

ANNUAL GENERAL MEETING OF SHAREHOLDERS
April 29, 2015
NOVABASE - Sociedade Gestora de Participações Sociais, S.A.
Public Company
Registered Office: Av. D. João II, no. 34, Parque das Nações, Lisbon
Share Capital: 15,700,697 Euros
Lisbon Commercial Registry inscription and corporation number 502.280.182
PROPOSAL OF SHAREHOLDER
ITEM 5 ON THE AGENDA:
To resolve on amendments to article 7, paragraph 1, article 8, paragraphs 1 and 3, article
9, paragraph 9, subparagraphs b) and c), articles 11 and 13, article 14, paragraphs 3 and
4, article 15, paragraph d), article 16, paragraph 1, subparagraph d), article 17, the title of
Section IV, articles 18, 19 and 20, article 21, paragraph 2, all of the Articles of
Association, as well as on inserting a new paragraph 4 to article 8 and a subparagraph e)
to article 16 of the Articles of Association.
Whereas:
A) The Company has implemented best practices of corporate governance, developing a
continuous and careful process of analysis and reflection on the various models available;
B) The growing challenges of internationalization and competitiveness that are the context of
the Company's activity advise the an updating the corporate governance system is
implemented;
C) The primary and decisive component of that corporate governance system are the
Company’s Articles of Association;
D) Given the challenges described above, a simplification and flexible adaptation of the bodies
and procedures composing the bylaws’ governance structure is highly convenient, while
ensuring that the corporate governance practices best suited to the size and circumstances
of the Company are maintained;
HNB-SGPS, S.A.
Sede: Rua Sarmento Beires, nº 45, 13B -1900-411 Lisboa
Capital Social 50.000,00- matriculada na C.R.C. Lisboa com o Nº Único de Matrícula e de Pessoa Colectiva 510 697 127
It is proposed that it be resolved:
1)
To amend article 7, paragraph 1, of the Articles of Association, to read as follows:
“Article 7
1. The corporate bodies are the General Meeting of Shareholders, the Board of Directors,
the Audit Board and the Chartered Accountant.
2. (…)”
2)
To amend article 8, paragraphs 1 and 3, of the Articles of Association, and to insert a
paragraph 4 to the same article 8, to read as follows:
“Article 8
1. The members of the board of the General Meeting of Shareholders, of the Board of
Directors, of the Audit Board and the Chartered Accountant are elected for periods of three
years by the General Meeting of Shareholders, and may be re-elected one or more times.
2. (…).
3. The remunerations of the members of the board of the General Meeting of Shareholders,
of the Board of Directors, of the Audit Board and the Chartered Accountant are established
each year by the General Meeting of Shareholders or by a remunerations committee
appointed by the General Meeting of Shareholders.
4. A pension supplement may be attributed to the directors, and the Company may enter
into insurance agreement in their benefit.”
3)
To amend article 9, paragraph 9, subparagraphs b) and c), of the Articles of Association, to
read as follows:
“Article 9
1. (…).
2. (…).
3. (…).
HNB-SGPS, S.A.
4. (…).
5. (…).
6. (…).
7. (…).
8. (…).
9. Postal voting is permitted, and the following shall be observed:
a) (…).
b) A legible photocopy of the shareholder’s identity card or citizen card should accompany
the voting form. If the shareholder is a legal person, the voting form must be signed by one
of its representatives and be notarised.
c) Voting forms, together with the items specified in the preceding subparagraphs, must be
placed in a sealed envelope addressed to the Chairman of the board of the General
Meeting, delivered by hand at the Company’s registered office, or delivered to the
registered office address by registered mail by the third working day preceding the date of
the General Meeting. However, if the shareholder is an individual who submits the voting
form together with a legible photocopy of the shareholder’s identity card or citizen card,
he/she may, as an alternative, use the electronic mail address provided in the call for the
General Meeting for such purpose.
d) (…).
e) (…).
f) (…).”
4)
To amend article 11 of the Articles of Association, to read as follows:
“Article 11
1. The board of the General Meeting is composed of a Chairman and a Secretary.
2. The General Meeting is convened and directed by the Chairman of the board, who is
replaced as provided for by law in case of absence or impediment.”
5)
“Article 13
HNB-SGPS, S.A.
The General Meeting shall meet at least once per year, or whenever a request for a
meeting is submitted to its Chairman by the Board of Directors or the Audit Board, or a
shareholder or shareholders representing at least two percent of the share capital.”
6)
To amend article 14, paragraphs 3 and 4, of the Articles of Association, to read as follows:
“Article 14
1. (…).
2. (…).
3. The Board of Directors can delegate to one director certain specific management
functions, which shall to that effect be inscribed in minutes. The Board of Directors may
also delegate the management of the day-to-day activity of the company to one or more
directors (delegated-directors) or to an executive committee, composed of three to nine
directors.
4. The Board of Directors shall establish the functions of each delegated-director or of the
executive committee, as applicable, with respect to the day-to-day management of the
company. Whenever required, the delegation to an executive committee shall include all
powers that are not restricted under article four hundred and seven of the Commercial
Companies Code.”
7)
To amend article 15, paragraph d) of the Articles of Association, to read as follows:
“Article 15
The Board of Directors is responsible in general for the exercise of the broadest powers to
pursue the interests and business of the company within the limits of the law, the articles of
association and the resolutions of the General Meeting, including:
a) (…);
b) (…);
c) (…);
d) To delegate powers to its members within the terms of paragraphs three and four of
article fourteen;
e) (…);
f) (…);
HNB-SGPS, S.A.
g) (…);
h) (…);
i) (…).”
8)
To amend article 16, paragrah 1, subparagraph d) of the Articles of Association, and to
insert a new subparagraph d) to such paragraph 1, as follows:
“Article 16
1. The company is bound by:
a) (…).
b) (…).
c) (…).
d) the signature of a delegated-director, within the scope of the powers granted to him by
the Board of Directors.
e) the signature of any member of the executive committee, whenever expressly
designated to that effect by that same executive committee, within the scope of powers
granted to the executive committee by the Board of Directors.
2. (…).
3. (…).”
9)
“Article 17
1. The Board of Directors shall meet whenever it is convened by its Chairman or by two
other members, having to meet at least once every quarter of the year.
2. The Board of Directors cannot take resolutions without the majority of its members being
present or represented, and the resolutions of the Board shall be taken by majority voting of
the directors being present or represented and of the directors voting by post. The
Chairman shall have a casting vote.
3. The voting by mail or by power of attorney granted to another director is permitted.
4. Directors who fail to attend to more than one third of the meetings held in a financial
year, without justification approved by the Board of Directors, shall be considered
permanently absent. The same is applicable to members of the executive committee who
HNB-SGPS, S.A.
fail to attend, without justification approved by the Board of Directors, to more than one fifth
of meetings of the executive committee in the same period.”
10) To amend the title of Section IV of the Articles of Association, to read as follows:
“Section IV – Audit Board”
11) To amend article 18 of the Articles of Association, to read as follows:
“Article 18
1. Supervision of the company shall be the responsibility of an Audit Board, elected by the
General Meeting and composed of three effective members, one of whom shall be its
Chairman, and at least a deputy member.
2. The Audit Board is convened by its Chairman or by two members. The Chairman of the
Audit Board shall direct the meetings and shall have a casting vote.
.
3. The Audit Board shall meet in ordinary session at least once every quarter of the year,
and whenever determined by the Chairman or requested by any of the other members.”
“Article 19
Resolutions of the Audit Board are approved with the presence of the majority of the
members in office and by a majority of the votes cast.”
“Article 20
1. A Chartered Account or a firm of Chartered Accountants, appointed by the General
Meeting upon proposal by the Audit Board, shall be responsible for examining the
company’s accounts.
2. There shall be an effective Chartered Accountant, and there may be a deputy Chartered
Accountant.”
HNB-SGPS, S.A.
14) To amend article 21, paragraph 2, of the Articles of Association, to read as follows:
“Article 21
1. (…).
2. The Board of Directors may, in the legal terms and upon favourable opinion obtained
from the Audit Board, decide the distribution of advance payments on profits during the
financial year to the shareholders.
3. (…).
4. (…).”
15) To renumber the articles, paragraphs and subparagraphs of the Articles of Association, as
required following the amendments and insertions to the Articles of Association approved in
this General Meeting of Shareholders.
Lisbon, March 26, 2015
THE SHAREHOLDER
HNB-SGPS, S.A.

item 5 pdf

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