Remit
The general meeting board conducts the sessions of the general meeting of shareholders and prepares the relevant minutes.
Galp Energia's articles of association stipulate that, on a first call, the general meeting is effectively convened only when the attendance represents shareholders holding at least 51% of the Company's share capital.
Except for the cases when the law or the articles of association require supermajorities, general meeting resolutions are taken by simple majority of the votes cast excluding abstentions.
According to the articles of association, the provisions of Article 386, paragraph 4, of the Companies' Code are not applicable to Galp Energia's general meeting sessions. This means that the resolutions of the general meeting convened after a second call regarding changes to the memorandum of association in respect of a merger, split, transformation or liquidation of the Company or any other matter where the law requires a supermajority even when shareholders representing at least 50% of the share capital are attending, may not be taken by simple majority but require instead a supermajority of two-thirds of the votes cast.
According to Article 12, paragraph 5, of the articles of association, the resolutions of the general meeting regarding the matters listed below require a supermajority of two-thirds of the votes cast:
- Approval of new strategic guidelines
- Allocation of profit for the financial year or distribution of assets to shareholders;
- Issuance of securities beyond the powers of the board of directors;
- Strategic partnerships proposed by the board of directors for approval by the general meeting;
- Approval of the annual consolidated and separate accounts;
- Split, merger or liquidation of the Company.
Workings
Shareholders with voting rights may attend the general meeting, with one share entitling to one vote. For attendance purposes, shareholders must hold shares in their own name as of 00:00 of the fifth trading day prior the date of the general meeting.