AGM Information • May 3, 2010
AGM Information
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(Translated from the two Portuguese original announcements on this matter)
CIMPOR – Cimentos de Portugal, SGPS, S.A. (CIMPOR), hereby informs that yesterdays General Meeting approved, the Annual Reports of 2009 and all the other proposals submitted by the Board of Directors, namely the proposal for the appropriation of 2009 profits, according to which a gross dividend of 0.20 Euros per share will be paid.
CIMPOR hereby also informs, within the terms and for the purpose of paragraph a) of article 3 of Regulation 5/2008 of CMVM (Portuguese Securities Market Commission) that the General Meeting has decided:
As proposed by shareholders Camargo Corrêa, S.A., Votorantim Cimentos, S.A., Investifino, SGPS, S.A. and Caixa Geral de Depósitos, S.A., given the recent change of CIMPOR's shareholding structure, to dismiss the Director Luís Eduardo da Silva Barbosa, expressing gratitude for all the cooperation with this Company during his period as a member of the Board of Directors and,
In order to fulfill the vacant Board of Directors positions for the present mandate (2009/2012), to elect the new members:
Chairman António José de Castro Guerra
Francisco José Queiroz de Barros de Lacerda; João José Belard da Fonseca Lopes Raimundo; José Édison Barros Franco; Albrecht Curt Reuter Domenech; José Neves Adelino; Walter Schalka; Álvaro Luís Veloso;
The following members continue in office:
António Sarmento Gomes Mota; José Manuel Baptista Fino; Jorge Humberto Correia Tomé; Luís Filipe Sequeira Martins; Manuel Luís Barata de Faria Blanc; António Carlos Custódio de Morais Varela; Luís Miguel da Silveira Ribeiro Vaz.
The General Meeting also approved a proposal by the shareholders Camargo Corrêa, S.A. and Votorantim, S.A. for the purpose of numbers 3 and 4 of article 398 of the Portuguese Commercial Code.
Following the proposals presented by the Board of Directors and shareholders Camargo Corrêa, S.A., Votorantim, S.A. and Invesifino, SGPS, S.A., a new wording as follows was approved for articles of CIMPOR Articles of Association of CIMPOR:
"THREE – A shareholder with voting rights whose shares are registered in their name in a securities registration account on the fifth business day prior to the date on which the General Meeting is to be held, and who submits proof of such registration to the chairman of the General Meeting, by 5.00 p.m. on the third business day prior to the date on which the meeting is to be held, by means of a letter issued by the corresponding registration entity certifying that registration and the blocking of the shares until the end of the General Meeting, may attend the General Meeting.
FOUR – In the event of suspension of the General Meeting for a period of more than five business days, even if they are not required to maintain the blocking of their shares, only shareholders who comply with the requirements provided for in the preceding paragraph in respect to the date of the new session may attend and vote at such new session."
"SEVEN – Unless otherwise imperatively provided for in the law or regulations, when information is requested by a shareholder legally entitled thereto due to holding of shares corresponding to a percentage minimum of the share capital, this information shall only be provided at the registered office."
"ONE – The General Meeting shall be held at the company's registered office or at another location chosen by the chairman of the board of the meeting under the terms of the law, and may not be conducted by electronic means.
TWO - The General Meeting Board consists of a chairman and a vice-chairman, elected by the General Meeting, who shall be assisted by the company secretary.
THREE – The remuneration of the chairman and the vice-chairman of the General Meeting is established by the General Meeting or by the Committee referred to in paragraph two of article sixteen."
"TWO – Shareholders may be represented by persons designated for this purpose in the proxy instrument referred to in the preceding paragraph."
"SIX – Should any director miss three consecutive or five dispersed ordinary meetings during the term in office, without a justification accepted by the managing body, the director's definitive absence shall be ascertained and shall be declared by such corporate body."
"TWO – The remuneration policy, the amounts and forms of fixed and/or variable remunerations and the amounts to be paid to the members of the corporate bodies as compensation or indemnity for the termination of their legal relationships, shall be established, once heard the Board of Directors or a specialized committee for such purpose, if any, by the General Meeting or by a Remuneration Committee elected by the latter for three-year periods."
"SEVEN – The rules on the share and/or share option plans for company directors shall be approved by the General Meeting, following a proposal by the Board of Directors, without prejudice to the granting by the General Meeting of powers in this context to the Committee referred to in paragraph two of this article.
EIGHT – The members of the company's Remuneration Committee, unless another remuneration is established by the General Meeting, may receive a remuneration determined by a committee composed by the three shareholders holding the highest percentage of the company's share capital attending or represented at the last ordinary General Meeting."
"TWO - The Audit Committee shall consist of three members in office and an alternate member, elected at the General Meeting.
THREE - The Chartered Accountant or Firm of Chartered Accountants is elected at the General Meeting following a proposal from the Audit Committee."
Lisbon, April 30, 2010
The Investor Relations Officer
Filipa Saraiva Mendes
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