FAQ's 

 

Of the 829,250,635 shares that make up Galp Energia’s share capital, 771,171,121 shares are admitted to trading in Euronext Lisbon. Shares indirectly held by the Portuguese government through Parpública (40,000,000 shares subject to the privatisation process and 18,079,514 shares subject to the privatisation process) are not admitted to trading and are only registered together on the Eurolist by Euronext Lisbon.

The symbol for shares admitted to trading is GALP with the ISIN PTGA0AM0009; SEDOL B1FW751 and WKN AOLB24.

Galp Energia shares are listed on NYSE Euronext Lisbon in the form of ordinary, registered and book-entry shares. Shares can be bought through any brokerage service provider, normally banks. In order to buy shares, it will be necessary to hold a securities account, in which the shares will be deposited. It is not possible buy shares directly from Galp Energia.

The general meeting board directs its meetings and prepares the necessary minutes, considering the legal provisions regarding the company secretary.

The general meeting:

• Considers the report of the board of directors, discusses and votes on the balance sheet, the accounts and the statutory auditor’s report and deliberates on the application of the yearly earnings;
• Elects the presiding board of the general meeting, the managers and the statutory auditor;
• Deliberates on any changes to bylaws and capital increases;
• Deliberates on compensation of members of company bodies, being able to appoint a salaries commission for this purpose;
• Deliberates on bond issues;
• Deals with any other matter that has been called for.

Only shareholders with voting rights have the right to participate in general meetings. Those with book-entry shares in their name up to five days before the date of the meeting in question are considered shareholders, and can participate in general meetings. Shareholders without voting rights and bond holders cannot participate in general meetings. Each share has one vote.

According to the Law and bylaws of Galp Energia, the conditions for participating in the general meeting are established exclusively with reference to the shareholder owning shares that give him/her voting rights, as per the Bylaws.

• Participation in person;
• Participation by post;
• Participation by representative.

Shareholders that are legal entities may be represented in shareholders’ meetings by any person, this appointment being made by any written means. Shareholders that are legal entities may be represented in shareholders’ meetings by any person, this appointment being made by any written means.

Except with respect to the State, shareholders who wish to be represented must, up to five days before the meeting and as per the law, present the company with the instruments of representation and, in case of legal entities, also indicate who is representing them; the president of the board may, however, authorize shareholders who have not respected the period given in this point to participate in the general meeting on verifying that this does not disrupt the meeting proceedings.

Shareholders with voting rights can exercise these by post, on each of the points on the agenda, through a ballot paper, with a signature identical to that on the identifying document, directed to the president of the board of the general meeting, up to the day before the general meeting, sent be registered post with return receipt to the Company headquarters. The ballot paper must be accompanied by a legible copy of the shareholder’s Identity Document, or in case the shareholder is a legal entity, it must be signed by the legal representative, with a recognized signature in that capacity. The sending of this ballot does not excuse the shareholder from submitting, up to five days before the general meeting, a declaration issued by the broker to whom the service of registering the shares has been assigned.

Only those ballots expressly and unequivocally stating the following will be considered:

• indication of the point or points of the agenda referred to;
• the specific intended proposal;
• the precise and unconditional indication of the vote for each proposal.

Votes exercised by post have value as negative votes with regard to deliberation proposals presented after the date on which these votes were sent. The scrutiny of postal votes will be made by the meeting board, by addition of express votes at the meeting.

You may, although your presence or that of your representative at the general shareholders’ meeting and the corresponding voting right entails a revocation of the vote expressed.

A shareholder or shareholders having shares corresponding to 2% of the share capital can request, in specially defined cases in the Commercial Company Code, that new points be included in the general meeting agenda. On the other hand, the presentation of proposals can be made by any shareholder with voting rights, until the end of the general meeting.

By the total shares retained by shareholders who have voted by mail and the shares retained by shareholders who were present and represented at the general meeting.

Up to 2008, Galp Energia’s dividend distribution policy stipulated a distribution of dividends of 50% of the net earnings adjusted using the replacement cost and bi-annual payment method (in two instalments) The mid-term dividend thus corresponds to 50% of the annual dividend with regard to the previous year, in accordance with the provisions of articles 32, 33 and 297 of the Commercial Companies Code.

On 27 May 2009, Galp Energia informed the capital market of decisions taken by the Board of Directors to ensure the financing of its strategic plan. One of these measures involved a reduction of the dividend to € 0.20/share for the next 5 years.

Only shares held up to the third working day immediately before the ex-dividend date have the right to receive dividends. For example, in 2011, the dividend payment was declared for 28 June, due to which after 23 June, including this day (ex-dividend date), shares would be traded without the right of receiving dividends.

In accordance with the proposal of the board of directors, the general shareholders’ meeting, which met on 7 May 2012, approved the payment of a dividend for the financial year of 2011 of € 0.20/share, in line with the new dividend distribution policy. This dividend corresponds to a payout of 73% on the liquid earnings at cost replacement. This dividend corresponds to a dividend yield of 1.76%, based on the share value on 31 December 2011.

For further information, please refer to the Dividends section.

Galp Energia was created on 22 April 1999 as a state-owned corporation named Galp - Petróleos e Gás de Portugal, SGPS, S.A. and it adopted on 13 September 2000 the current name of Galp Energia, SGPS, S.A.

When it was set up, Galp Energia grouped the state's direct equity holdings in Petrogal, the Portuguese state's holding company for the petroleum business, and Gás de Portugal and Transgás, which operated the gas natural business in Portugal.

As of 31 December 2010, Galp Energia had 7,311 employees, of which 3,462 are service station employees. The distribution of employees by business area is as follows:

In 2010, the net RCA earnings of Galp Energia amounted to € 306 million, an increase of 43% compared to the previous year.

In terms of business areas, the contribution to RCA operating earnings, which increased by 58% to €454 million is as follows:

» Exploration and production: 14%;

» Refining and Distribution: 46%;

» Gas & Power: 40%.

For more details on financial and operating information, please refer to the main indicators section.

Galp Energia is an integrated energy operator with diversified activities across the globe in the oil and gas industry. With its refining and marketing activities centred on the Iberian Peninsula, Galp Energia has a strong presence in the resource-rich South Atlantic exploration and production area that covers Brazil’s pre-salt Santos basin and the Angolan offshore. Galp Energia is present in 13 countries: Portugal, Spain, Brazil, Angola, Venezuela, Mozambique, Cape Verde, Guinea-Bissau, Swaziland, Gambia, East Timor, Uruguay and Equatorial Guinea.

The consolidated financial statement of the Galp Energia group is prepared according to the International Financial Reporting Standards, as adopted by the European Union.

To be considered as part of those standards, are the IFRS – International Financial Reporting Standards, issued by the International Accounting Standard Board (IASB), the International Accounting Standards (IAS), issued by the International Accounting Standards Committee (IASC) and their interpretations – SIC and IFRIC, issued by the International Financial Reporting Interpretation Committee (IFRIC) and Standing Interpretation Committee (SIC), which have been adopted by the European Union.

Galp Energia’s financial statements are prepared based on the IFRS and the cost of the merchandise sold and the raw materials consumed is, since 1 November 2008 valued at averaged weighted cost. The use of this valuation criteria may lead to volatility in earnings at times of price fluctuation of the merchandise and raw material, through stock gains and losses, without this translating into the company’s operating performance, an effect called the stock effect.

Another factor that can affect the Company’s earnings, without being a true performance indicator, is the set of non-recurring events such as gains or losses in share sales, impairment or replacement of assets and environmental or restructuring provisions.

With the aim of evaluating the operating performance of Galp Energia’s business, the operating earnings and the net replacement cost adjusted (RCA) earnings non-recurring events and the stock effect are excluded by being adjusted using the replacement cost method.

Since its entry in the stock market, Galp Energia presents consolidated earnings on a quarterly basis. For access to financial and operational information published quarterly, please refer to Quarterly earnings.

If you wish to know the future dates of presentations of quarterly earnings, please refer to our calendar.