AGM Information • May 14, 2018
AGM Information
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Under terms of the 249th article of the Portuguese Securities Code and of CMVM´s Regulation nr. 5/2008, IBERSOL, SGPS, SA. informs it's Shareholders and the Market in general, that in the Company's Annual General Meeting held on 14th May 2018, the Shareholders resolved to approve:
I. Regarding points 1. and 2. of the Agenda, it has been approved: - the Management Report, Individual and Consolidated Accounts, Sustainability Report and respective annexes for the year 2017, as presented by the Board of Directors;
II. Regarding point 3. of the same Agenda, it has been approved the following proposal of application of year-end net Results 2017 in the amount of 9,851,530.49€ :
Dividends: 3,000,000.00€ ;
It was also approved the proposal of dividends distribution in the amount a 3,000,000.00€ corresponding to a gross dividend per share of 0.10€. In case the company holds own shares, the mentioned attribution of 0.10€ per share in circulation will stand and the global amount of the attributed dividends will be reduced.
III. Regarding point 4. of the Agenda, it has been approved a vote of appraisal and confidence to the company's management and supervision bodies by the management of company's exercise in the year 2017.
IV. Regarding point 5. of the Agenda, it has been approved the proposal of a capital increase of the current 30 million euros to 36 million euros by incorporation of free reserves, these ones in the amount of 6 million euros, determining the creation of 6 millions new common titled and registered shares, with the same and equal nominal value of one euro each, which will be distributed free of charge to the shareholders in the proportion of one new share for every group of five shares held by each one, by applying the attribution factor of 1/5 to the shares held, with rounding by default, and will be credited to the respective accounts.
It was also deliberate that no incorporation rights will be detached from the existing shares and, therefore, there will be no negotiation rights, and eventual fractions resulting from the application of the attribution factor will be compensated onerously by Ibersol SGPS, SA.. The compensation will be calculated on basis of the closing price of IBERSOL shares on the day prior to the date of publication of the Notice of capital increase and will correspond to one-sixth of the share price value per each fraction.
The shares to be issued in connection with this capital increase of Ibersol SGPS, SA. will be fungible with the others and will confer the right to profits, reserves or other assets whose distribution is decided subsequently to their issuance.
V. Regarding point 6. of the Agenda, it has been approved the proposal of amendment of Article Four, number one, of the Bylaws, passing this one to the following text:
- "ARTICLE FOUR - One - The share capital is thirty six million euros, is fully subscribed and paid up and is divided into thirty six million common shares, each one with a nominal value of one euro.
Two - ..." ;
VI. Regarding point 7. of the Agenda, it has been approved the Board of Directors proposal upon the purchase and sell of Company's own shares up to the legal limit, and has also been approved the acquisition, by the Company, of fractions resulting from the application of the attribution factor of the capital increase object of resolution taken by the shareholders in the present meeting as mentioned in the terms of the same proposal.
VII. Regarding point 8. of the Agenda, it has been approved the Board of Directors proposal upon the purchase and/or shareholding of representative shares of the Company's capital share, by companies that in the purchase moment are directly or indirectly affiliated to the Company, under nº 2 of article 325-B and article 486 of the Companies Code.
VIII. Regarding point 9. of the Agenda it has been approved the Statutory Audit Committee ( Fiscal Board ) Proposal of the Company´s Statutory Audit nomination to exercise until the end of the current mandate (2017-2020), being approved the nomination of KPMG & ASSOCIADOS, SROC, SA., represented by Adelaide Maria Viegas Clare Neves ( Statutory Auditor) and being nominated as Substitute Vítor Manuel da Cunha Ribeirinho (Statutory Auditor).
IX. Regarding point 10. of the Agenda, it has been approved the Declarations of the Remuneration Committee and the Board of Directors, respectively upon the management and supervision bodies remuneration policy, as well as the appreciation of the remuneration policy of other Directors.
OPorto, 14th May 2018.
( António Carlos Vaz Pinto de Sousa, Dr.) ( António Alberto Guerra Leal Teixeira, Dr.)
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