You are here: Home > Investors > ... > General Meeting May 2017 > General Meeting May 2017
     
  close
share
 
close
 

 General Meeting May 2017 

Notice of meeting

Issued on:  11 of april of 2017
Date and Time:  12 of may of 2017 - 10:30 GMT
Place:  Auditório I, Torre A located at Rua Tomás da Fonseca, 1600-209 Lisbon

Items on the agenda:

  1. Ratify the co-optation of Ms. Paula Amorim as Chairman of the Company´s Board of Directors
  2. Ratify the co-optation of Ms. Marta Amorim as member of the Company´s Board of Directors
  3. Resolve on the sole management report and on the individual and consolidated accounts for the year 2016, including the corporate governance report, together with the accounts legal certification documents and the report and opinion of the Audit Board
  4. Resolve on the proposal to allocate the 2016 year result
  5. Perform a general appraisal of the Company’s Board of Directors, under article 455 of the Code of Commercial Companies
  6. Perform a general appraisal of the Company’s Audit Board, under article 455 of the Code of Commercial Companies
  7. Perform a general appraisal of the Company’s Statutory Auditor, under article 455 of the Code of Commercial Companies
  8. Resolve on the statement of the Remunerations’ Committee on the remuneration policy of the Company’s corporate bodies members
  9. Resolve on the granting of authorization to the Board of Directors for the acquisition and sale of treasury shares and own bonds or other own debt securities, by the Company or by its affiliates

Supporting documents

Proposals for General Meeting May 2017

  • 1. Ratify the co-optation of Ms. Paula Amorim as Chairman of the Company´s Board of Directors
  • 2. Ratify the co-optation of Ms. Marta Amorim as member of the Company´s Board of Directors
  • 3. Resolve on the sole management report and on the individual and consolidated accounts for the year 2016, including the corporate governance report, together with the accounts legal certification documents and the report and opinion of the Audit Board
  • 4. Resolve on the proposal to allocate the 2016 year result
  • 5. Perform a general appraisal of the Company’s Board of Directors, under article 455 of the Code of Commercial Companies
  • 6. Perform a general appraisal of the Company’s Audit Board, under article 455 of the Code of Commercial Companies
  • 7. Perform a general appraisal of the Company’s Statutory Auditor, under article 455 of the Code of Commercial Companies
  • 8. Resolve on the statement of the Remunerations’ Committee on the remuneration policy of the Company’s corporate bodies members
  • 9. Resolve on the granting of authorization to the Board of Directors for the acquisition and sale of treasury shares and own bonds or other own debt securities, by the Company or by its affiliates

Participation summary

Represented capital: 649,593,705 shares (78.34%)



Deliberations

Proposal Results
#01 -  Ratify the co-optation of Ms. Paula Amorim as Chairman of the Company´s Board of Directors
  • Decison: Approved
  • In favor: 72.660%
  • Against: 27.340%
  • Abstention: N/A
#02 -  Ratify the co-optation of Ms. Marta Amorim as member of the Company´s Board of Directors
  • Decison: Approved
  • In favor: 71.170%
  • Against: 28.830%
  • Abstention: N/A
#03 -  Resolve on the sole management report and on the individual and consolidated accounts for the year 2016, including the corporate governance report, together with the accounts legal certification documents and the report and opinion of the Audit Board
  • Decison: Approved
  • In favor: 99.960%
  • Against: 0.040%
  • Abstention: N/A
#04 -  Resolve on the proposal to allocate the 2016 year result
  • Decison: Approved
  • In favor: 98.650%
  • Against: 1.350%
  • Abstention: N/A
#05 -  Perform a general appraisal of the Company’s Board of Directors, under article 455 of the Code of Commercial Companies
  • Decison: Approved
  • In favor: 99.520%
  • Against: 0.480%
  • Abstention: N/A
#06 -  Perform a general appraisal of the Company’s Audit Board, under article 455 of the Code of Commercial Companies
  • Decison: Approved
  • In favor: 99.780%
  • Against: 0.220%
  • Abstention: N/A
#07 -  Perform a general appraisal of the Company’s Statutory Auditor, under article 455 of the Code of Commercial Companies
  • Decison: Approved
  • In favor: 98.940%
  • Against: 1.060%
  • Abstention: N/A
#08 -  Resolve on the statement of the Remunerations’ Committee on the remuneration policy of the Company’s corporate bodies members
  • Decison: Approved
  • In favor: 65.200%
  • Against: 34.800%
  • Abstention: N/A
#09 -  Resolve on the granting of authorization to the Board of Directors for the acquisition and sale of treasury shares and own bonds or other own debt securities, by the Company or by its affiliates
  • Decison: Approved
  • In favor: 97.340%
  • Against: 2.660%
  • Abstention: N/A

General Meeting May 2017 minutes

About this content we recommend you to consult:

What are the competences of the General Meeting?

The competences of the board of the general meeting is to conduct its meetings, and to draw up the minutes, in prejudice to the provision of the law concerning the Company secretary.
The general meeting is ought to:

  • Assess the report submitted by the board of directors, discuss and vote the balance sheet, the accounts, and the opinion of the sole supervisor, as well as decide on the profit allocation for the financial year;
  • Elect the board of the general meeting, its directors, and the sole supervisor;
  • Decide on any changes to the statutes and on capital increase;
  • Decide on the remuneration due to management members, being allowed to appoint a remuneration committee for that purpose;
  • Decide on bond issue;
  • Deal with any other subject to which it has been convened.

Who has voting rights and is allowed to participate?

Only shareholders with voting rights are allowed to participate in the general meeting. Shareholders with at least one share registered in their names, by no later than 00:00 (UK time) of the fifth trading day prior the meeting, can participate in the general meetings.

Shareholders without voting rights, and bondholders, cannot participate in the general meetings.

Each share is entitled to one vote. 

Can another person accompany me to the general meeting?

According to the law and the articles of association, requisites to participate in the general meeting refer exclusively to the shareholder with shares registered in his/her name that entitles him/her to vote under the articles of association.

In which ways can I participate in the General Meeting?

  • By Presence
  • By Post
  • By Proxy

How can I participate by Proxy?

Each share is entitled to one vote.  

 

The shareholders (legal persons or natural persons) may be represented at shareholder meetings by any person with full legal capacity, and the designation may be made by any written means, accompanied by a national or foreign identification document.

 

Shareholders who wish to participate or be represented in the general meeting, should state this in writing to the chairman of the board of the general meeting and to the financial intermediary with whom their individual registration account is open, by the end of the sixth day prior to the date of the general meeting and within the terms of the law.

How can I exercise my voting right by post?

Shareholders with voting right can exercise it by post, on any of the items on the agenda, by filling out the ballot paper, with a signature identical to that of the identity card, addressed to the chairman of the board of the general meeting, and be delivered to the company's head office, by registered post with acknowledgment of receipt, by April 24, 2014. The letter containing the ballot paper must be complemented by a readable photocopy of the shareholder's identity card, or, in case of a corporate shareholder, the vote should be signed by who represents him/her legally, with a signature recognising him/her as such. 

 

Deliverance of this ballot paper does not exempt the shareholder from sending the intention to attend the general shareholders meeting, shall state until 11:59 pm (UK time) on April 16 2014 and the share registration and immobilization declaration, issued by the financial intermediary responsible for the registry of shares in a securities account, until the end of the day of the fifth trading day prior to general meeting date.

 

In order to be considered valid, a ballot paper must plain and unequivocally:

 

1. Identify the item or items on the agenda it refers to,

2. Specify the particular proposal it addresses,

3. Set whether the vote on each of the proposals is for or against it, clear and unconditionally.

 

The chairman of the board of the general meeting will open the letters containing the ballot papers at the beginning of the agenda, after having confirmed that there is constitutive quorum, revealing the result of the postal votes regarding each item on the agenda during the respective item. Votes issued by post shall be considered negative vis-à-vis the proposals of deliberation put forward subsequently to the vote issue.

Can I cancel my vote during the postal vote period?

Yes, as long as you meet the deadline defined for that purpose.

If I exercise my postal vote, afterwards, can I participate in the general shareholders meeting?

You can. However, your presence, or that of a representative of yours, at the general shareholders' meeting, and the exercise of your voting right will cancel the vote cast.

How can I include new items and/or new proposals on the agenda of the General Meeting?

Under article 23-A of the Securities Code a shareholder or shareholders possessing shares corresponding to at least 2% of the share capital may request, in the cases specially defined under the Commercial Companies Code, that the agenda of the general meeting includes new items.  under article 23-A of the Securities Code a Shareholders holding at least 2% of share capital may request the inclusion of proposals of resolution regarding items in the agenda of this notice of call or items that will be added to the agenda. This request shall be evidenced by written means in the five days following the publication of this notice of call, along with the information that shall accompany the proposal of resolution. These proposals of resolution and information shall be disclosed, whenever possible, to shareholders by the same means used to disclose this notice of call until 10 days prior to the general meeting.

How is the constitutive quorum of the general shareholders meeting calculated?

By adding up the shares owned by shareholders who voted by post to the shares of the shareholders present or represented at the general shareholders meeting.

Closure of the general shareholders meeting

Once the general shareholders meeting has closed, shareholders who participated in it, or that voted by post or electronically, may request the Chairman of the General Shareholders Meeting Board a copy of the minutes of that meeting, which will be provided to them as soon as it is available.

 

Afterwards, all shareholders wishing further information or clarification on the Company should request it, through the publicised means, namely at the email ag28abril2014@galpenergia.com.

If you need any clarifications on general meeting May 2017 please contact us at:

 

Shareholders' meeting – May 12 2017

Rua Tomás da Fonseca,

Torre A, 11th floor

1600-209 Lisbon


Telephone: +351 21 724 0866
Email: ag@galpenergia.com

Statement of intention to attend the Annual General Shareholders Meeting of April 16, 2015

Please note that the shareholder must also inform its financial intermediary of the intention to attend the General Shareholders Meeting and request a statement with the information regarding the number of shares held by the shareholder in Galp Energia, SGPS, S.A. Pleack click here to obtain the applicable form.

 



Last update: 22 May 2017

Galp Energia share

+ information »
  RSS Updates subscribe »
  Email Alerts subscribe »