SONAE INDÚSTRIA, SGPS, S.A. Registered Office: Lugar do Espido, Via Norte, Maia Registered at the Commercial Registry of Maia Registry and Tax no. 506 035 034 Share Capital: € 812,107,574.17 Publicly Traded Company
PRIVILEGED INFORMATION
Resolutions taken by the Shareholders' Annual General Meeting
In accordance with Article 249 of the Portuguese Securities Code and CMVM Regulation no. 5/2008, we hereby announce that, at the Shareholders' Annual General Meeting, held on the present date, the following decisions were taken:
- 1. It was approved the Annual Report, the individual and consolidated Accounts and respective annexes, for the year 2016;
- 2. It was approved that the negative results of 129,563,123.55 euros in the individual accounts are transferred to retained earnings.
It was also approved that the referred to amount of 129,563,123.55 euros and part of the retained earnings of the previous years, in the amount of 139,627,368.09 euros, totalizing the amount of 269,190,491.64 euros, are covered with free reserves in the amount of 20,145,629.80 euros, merger reserves in the amount of 245,913,105.07 euros and legal reserves in the amount of 3,131,756.77 euros, in the total amount of 269,190,491.64 euros.
- 3. It was approved a vote to express appreciation for and confidence in the management and supervision bodies of the Company;
- 4. It was approved the ratification of the co-option of the director Louis Brassard occurred in the Board of Directors, on the 8 th of June 2016;
- 5. It was approved the reduction of the share capital of the Company from the current 812,107,574.17 Euros to 253,319,797.26 Euros, to cover losses in the amount of 558,787,776.91 Euros, without change of the existent number of shares, which do not have nominal value, and, consequent amendment of the wording of number 1 of article 5th of the Company's Articles of Association, which will be the following: "Article Five
One - The share capital is of two hundred and fifty three million three hundred and nineteen thousand and seven hundred and ninety seven euros and twenty six cents, is fully subscribed and paid up."
Media Joana Castro Pereira Phone: (+351) 220 100 403 [email protected]
Relações com Investidores João Mangericão Phone: (+351) 220 100 655 [email protected]
www.sonaeindustria.com
- 6. It was approved to:
- (i) accept the donation of 167 shares representative of Sonae Indústria's share capital and proceed with their cancellation, without share capital reduction;
- (ii) proceed, in the terms set forth in Article 23-E of the Securities Code, to the reverse stock split of the remain 11,350,757,250 shares representative of the share capital of Sonae Indústria, by applying a regrouping quotient of 250, corresponding to each 250 shares 1 new share, with a rounding by default to the nearest whole number, with date of effect of 28th of July, 2017 or a near date, if such date is not feasible for external reasons to the Company;
- (iii) empower Sonae Indústria to promote the sale of the remaining shares to an entity that has undertaken to purchase them, by the value calculated in the terms of article 188 of the Securities Code, with the necessary adaptations; and,
- (iv) the consequent amendment of number 2 of article 5th of the Company's Articles of Association, which will be the following:
"Article Five
Two – The share capital is divided into forty five million four hundred and three thousand and twenty nine ordinary shares without nominal value."
- 7. It was approved the statement on the remuneration policy of the Statutory Governing Bodies and "Persons Discharging Managerial Responsibilities" of the Company;
- 8. It was approved the proposal authorising the Board of Directors to acquire and sell the Company's own shares, for a period of eighteen months under the limits established by Law;
- 9. It was approved the proposal authorising the acquisition and holding of the Company's shares by the Company's direct or indirectly controlled affiliates, over eighteen months under the limits established by Law.
Maia, 9 th May 2017
The Representative for Relations with Capital Markets and CMVM,
______________________________ (Christopher Lawrie)