General Shareholders Meeting

Board of the General Shareholders Meeting

The General Shareholders Meeting elects a specific governing body with the purpose of independently conducting and supervising the General Shareholders Meetings - the Board of the General Shareholders Meeting. This body consists of a chairman, vice-chairman and a secretary, elected by the General Shareholders Meeting, pursuant to Article 11(2) of the By-laws.

The current members of the Board of the General Shareholders Meeting were elected at the General Shareholders Meeting on 3 May 2023, for the four-year term (2023-2026), ending 31 December 2026.

Powers

The powers, voting rights and operations of the General Shareholders Meeting are stipulated in Chapter IV, Articles 10 – 15 of the By-laws.

The General Shareholders Meeting is responsible for making decisions on matters assigned to it by law and the By-laws, including matters related to structure and organisation of the Company, amend the by-laws, election of corporate bodies and any other matters requested by the Board of Directors.

Resolutions of the General Shareholders Meeting are passed by simple majority of the votes cast (with absences not counted), except for the matters listed below, that require a qualified majority of two thirds of the votes cast, pursuant to Article 12 of the By-laws:

a) resolutions on Company´s management matters submitted to it by the Board of Directors;

b) amendments to the By-laws, including capital increases, as well as restriction or withdrawal of shareholders’ pre-emption rights;

c) demerger, merger, transformation or winding-up of the Company.

In relation to the resolutions on the matters referred to in b) and c) above or other matters requiring a qualified majority by law, the deliberating quorum of two thirds of the votes is applicable in both the first and the second call, even if shareholders holding at least half of the capital are present or represented, ensuring an adequate representation of shareholders when passing resolutions about strategic for the Company matters.

Voting Rights

Each share equals one vote. Neither By-laws nor any other instruments provide any restrictions on voting rights, such as limitations on exercising the vote depending on the number or percentage of shares held, imposition of time limits for the exercise of voting rights or systems of enhanced equity rights or limitation on the number of votes that can be held or exercised by a shareholder individually or by agreement with other shareholders.

A shareholder who, until 00:00 hours (WEST) of the 5th business day prior to the day of the General Shareholders Meeting (date of registration), holds at least one share is entitled to participate, discuss and vote at the General Shareholders Meeting.

To participate or be represented by proxy at the General Shareholders Meeting, a shareholder shall, until the day preceding the date of registration, declare in writing (including by email) its intention to participate in the General Shareholders Meeting (i) to the Chairman of the General Shareholders Meeting Board and (ii) to the financial intermediary where the book-entry securities account is open.

Until 23:59 hours (WEST) of 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 Shareholders Meeting, shall send to the Chairman of the Board of the General Shareholders Meeting information on the number of shares registered in his/her client’s name.

Operation

The General Shareholders Meeting ordinarily meets annually and extraordinarily meets whenever is called by the Chairman of the Board of the General Shareholders Meeting pursuant to the law and the By-laws.

In 2024, the Annual General Shareholders Meeting was held on 10 May, having 85.09% of share capital represented.

Find here information about the Annual General Shareholders Meetings of the last 10 years.