Sonae Capital, SGPS, S.A.
Lugar do Espido, Via Norte Apartado 3053 4471-907 Maia Portugal
T (+351) 22 012 95 00
(translation from the Portuguese original version)
SONAE CAPITAL - SGPS, S.A. Head Office: Lugar do Espido, Via Norte, Maia Share Capital: 250,000,000.00 Euros Registered at Maia Commercial Registry Sole Registration ant tax number 508 276 756 Public Company
Information on resolutions taken at the Shareholders' Annual General Metting
Under the terms and for the purpose of article 249 of the Portuguese Securities Code and of CMVM's Regulation nr. 5/2008, Sonae Capital, SGPS, SA hereby informs
A) At a meeting of the Annual General Shareholders' Meeting held on this date, the Shareholders resolved to:
- 1- To approve the Management Report, the individual and consolidated financial statements for 2017, as presented by the Board of Directors;
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2- To approve the proposal for the application if the 2017 Net Profit, as follows:
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That the positive results of the financial year, amounting to 5.589.342,17 Euros, is to be transferred, in an amount of 279.467,11 Euros, to legal reserves, and the amount 5.309.875,06 Euros is to be distributed as dividends, thereby paying to the shareholders a gross dividend of 0.06 Euros per share, using Free Reserves up to the amount of 9.690.124,94 Euros to fully achieve that dividend distribution
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3- To approve a vote of confidence and a general appraisal for the work performed by the management and supervision bodies of the Company;
- 4- To decide on the Remuneration Committee Declaration of the remuneration policy of the statutory bodies and senior managers, as well as on the share attribution plan and respective regulation, under the terms of the proposal presented by the Remunerations' Committee and previously disclosed;
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5- Elect the following members to join the governing bodies for a new mandate (2018-2020):
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Board of the Shareholders' General Meeting:
- Manuel Cavaleiro Brandão Chairman - Maria da Conceição Cabaços – Secretary
Lugar do Espido, Via Norte Apartado 3053 4471-907 Maia Portugal
T (+351) 22 012 95 00
- Board of Directors:
- Duarte Paulo Teixeira de Azevedo
- Álvaro Carmona e Costa Portela
- Francisco de La Fuente Sánchez
- Maria Cláudia Teixeira de Azevedo
- Ivone Maria Pinho Teixeira da Silva
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Paulo José Jubilado Soares de Pinho - Miguel Jorge Moreira da Cruz Gil Mata
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Statutory Audit Board:
- António Monteiro de Magalhães Chairman
- Manuel Heleno Sismeiro Efetive Member
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Susana Catarina Iglésias Couto Rodrigues de Jesus Efetive Member - Ana Isabel Príncipe dos Santos da Silva Lourenço - Substitute
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Shareholders' Remuneration Committe:
- Duarte Paulo Teixeira de Azevedo Chairman - José Fernando Oliveira de Almeida Corte Real
- 6- To elect the Statutory External Auditor of the Company for the next term
- (2018-2020): - PricewarterhouseCoopers & Associados, SROC, represented by Joaquim
- Brochado Correia or by Joaquim Miguel de Azevedo Barroso- Efetive - José Miguel Dantas Maio Marques- Substitute
- 7- To approve the remuneration of the Remuneration Committee, in accordance with the previously announced proposal;
- 8- To authorise the Board of Directors, over the next 18 months, to purchase and sell own shares up to the legal limit of 10%, as per the terms of the proposal presented by that body and previously disclosed;
- 9- To authorise the Board of Directors, over the next 18 months, to purchase and sell own bonds issued by the Company up to the legal limit of 10%, as per the terms of the proposal presented by that body and previously
- 10- To authorise over the next 18 months, and in compliance with legal limitations, the purchase and holding of shares of the Company by its subsidiaries, as per the terms of the proposal presented by that body and previously disclosed.
Lugar do Espido, Via Norte Apartado 3053 4471-907 Maia Portugal
T (+351) 22 012 95 00
B) By meeting of the Board of Directors of this Company, also held today, following
- 1- Designate as Chairman of the Board of Directors Duarte Paulo Teixeira de Azevedo and as Vice President of the Board of Directors Álvaro Carmona e
- 2- Constitute an Executive Committee composed of the following members:
- Maria Cláudia Teixeira de Azevedo (Chairman)
- Ivone Maria Pinho Teixeira da Silva (CFO) - Miguel Jorge Moreira da Cruz Gil Mata
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3- Designate the following Specialized Committees, reporting to the Board of
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Board Audit Finance Committee:
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Francisco de La Fuente Sánchez (Chairman) - Paulo José Jubilado Soares de Pinho
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Board Nomination and Remuneration Committee
- Duarte Paulo Teixeira de Azevedo (Chairman)
- Álvaro Carmona e Costa Portela - Francisco de La Fuente Sánchez
- 4- Designate as Company Secretary:
- Anabela Nogueira de Matos (Efetive) - Maria João Ribeiro (Substitute)
- 5- Designate as Representative for Market Relations - Anabela Nogueira de Matos
rd May 2018
The Representative for Market Relations
_____________________________________ Anabela Nogueira de Matos
Sociedade aberta - Capital Social 250.000.000 euros – CRC Maia (matrícula n.º 508 276 756) – Pessoa Colectiva n.º 508 276 756 - Sede Social Lugar do Espido, Via Norte, 4470-177 Maia