The General Meeting is competent to decide on the matters provided for in the law and in the articles of association, relating to structural and organisational matters of the company, and others relating to elections and control, and may also deliberate on management matters at the request of the Board of Directors.
Galp Energia's articles of association require that, on the first call, the General Meeting can only take place in the presence (in person or by proxy) of shareholders holding at least 51% of the share capital. Except in cases where the law requires qualified majority or, when the statutes require a qualified majority, the deliberations of the General Meeting are taken by a majority of votes cast, not counting abstentions.
According to the articles of association, the provisions in paragraph 4 of article 386 of the Commercial Companies Code do not apply to the General Meetings of Galp Energia. To this extent, the deliberations of the General Meeting that has met on a second call, about amendments to the articles of association, namely the merger, demerger, transformation or winding-up of the company or on other matters for which the law requires a qualified majority - whether shareholders are present or represented by proxy- holding at least half of the share capital, must be approved by a qualified majority of two thirds of the votes cast.
In accordance with paragraph 4 of article 12 of the articles of association, resolutions by the General Meeting on the matters listed below will only be considered approved if they obtain a qualified majority of two thirds of the votes cast:
(a) resolutions on matters of corporate management submitted to it by the Board of Directors;
(b) amendments to the articles of association, including capital increases, as well as restriction or withdrawal of shareholders’ pre-emption rights;
(c) demerger, merger, transformation or winding-up of the Company
The General Meeting ordinarily meets annually and extraordinarily meets whenever called by the Chairman of the General Meeting pursuant to the law and articles of association.
All shareholders who, until 00:00 hours (WET) of the fifth business day prior to the day of the General Meeting (date of registration), holde at least one share, equal to one vote are entitled to participate, discuss and vote at the General Meeting. .
To participate or be represented by proxy at the General Meeting, the shareholders shall, until the day preceding the date of registration, declare their intention to participate in the General Meeting, in writing (i) to the Chairman of the General Meeting and (ii) to the financial intermediary where the book-entry securities account is open.
Until the day following the date of registration, the financial intermediary, being informed of the shareholder’s (his/her client) intention to participate in the General Meeting, must send to the Chairman of the General Meeting information on the number of shares registered in his/her client’s name, by 00:00 hours (WET) of that date.
The summoning of the General Meeting shall present in detail the terms and conditions of operation of each meeting.