The duties of the general meeting board are to conduct the general shareholders meetings and draft the minutes thereof.
According to Galp Energia's articles of association, the general shareholders meeting can only convene for the first time when shareholders that hold at least 51% of the share capital are present.
Except where the law requires qualified majorities or where this agreement requires a qualified majority, the resolutions of the general shareholders meeting are taken by a majority of the votes cast, not counting abstentions.
According to the Company's articles of association, the article 386, paragraph 4 of the Companies Code is not applicable to Galp Energia's general shareholders meetings. This means the resolutions of the general meeting convened in a second meeting about matters related to change of the Company contract, merger, break-up, transformation, liquidation or other matters for which the law requires a supermajority will not be decided by the majority of votes, although shareholders that hold at least half of the share capital are present. These matters are considered to have been approved only if they attract a supermajority of two-thirds.
According to paragraph 5 of article 12 of the Company’s articles of association, the resolutions by the general sharehodlers meeting of shareholders relating to the matters listed below are considered to have been approved only if they attract a supermajority of two-thirds:
- Approval of new strategic guidelines;
- Allocation of net income for the year or any distribution of assets to shareholders;;
- Issuance of securities outside the scope of powers of the Board of Directors;
- Proposals of strategic partnerships submitted to the general shareholders meeting’s approval by the Board of Directors;
- Approval of the Company’s separate and consolidated annual accounts;
- Transactions involving the breakup,merger or liquidation of the Company.
Only shareholders with voting rights can participate in the general meeting - one vote is attached to each share. Shareholders with at least one share registered in their names, by no later than 00:00 (GMT) of the fifth trading day prior the meeting, can participate in the general shareholders meetings.