Minutes of Meeting no. 38
On the thirtieth day of November two thousand and seven, at seventeen hours, the
Extraordinary Shareholders Meeting was held of SAG GEST – Soluções
Automóvel Globais, SGPS, SA, a listed company, with a share capital of one
hundred and sixty nine million seven hundred and sixty four thousand three
hundred and ninety eight euros, registered at the Amadora Registrar of Companies
under the single registration and tax payer number 503 219 886. -----------------------The proceedings were presided over by the Chairman of the Shareholders
Meeting, Mr. Lopo Roque de Pinho Cancella de Abreu, and Mrs. Maria do Carmo
de Almeida Janela Gomes Teixeira was called upon to serve as Secretary. Maria
do Carmo de Almeida Janela Gomes Teixeira as Secretary. -----------------------------The Chairman of the Shareholders Meeting called the roll and confirmed that four
shareholders were represented who held 128,623,202 (one hundred and twenty
eight million, six hundred and twenty three thousand two hundred and two) shares
representing 75.77% (seventy five point seventy seven per cent) of the share
capital, corresponding to 80.47% (eighty point forty seven percent) of the voting
rights. ----------------------------------------------------------------------------------------------------Also present were the following Board Directors: Esmeralda da Silva Santos
Dourado, Carlos Alexandre Antão Valente Coutinho, Manuel Ferro da Silva
Meneses, Rui Eduardo Ferreira Rodrigues Pena, José Maria Cabral Vozone and
Pedro Roque de Pinho de Almeida, and apologies were received from the
remaining Directors who were travelling abroad on business. Also present were
members of the Audit Committee, Mr. Duarte Manuel da Palma Leal Garcia and
Mr. Martinho Lobo de Almeida Melo de Castro and the Chartered Public
Accountant, Mr. João Carlos Miguel Alves, representing Ernst & Young Audit &
Associados - SROC, SA. -----------------------------------------------------------------------------------
The legal announcements of the notice, namely online publication of the same at
the Ministry of Justice Portal on 29 October 2008 and on the Stock Price Bulletin
no. 19155 dated 26 October 2007, the attendance list, evidence of shareholder
status and relevant proxy letters, as well as the proposal that was submitted to the
Shareholders Meeting are deposited in the folder pertaining to this Meeting which
is deemed to be appended to these minutes, under the terms of Article 63 of the
Commercial Company Act. -------------------------------------------------------------------------After declaring that the meeting had been legally convened in accordance with the
legal and statutory provisions and that the shareholders represented had
presented the credentials that proved ownership of the said shares, the Chairman
of the Shareholders Meeting confirmed that a quorum existed under the terms of
article 6, paragraph one of the Company's Statutes and declared the session open
with the following agenda: --------------------------------------------------------------------------Sole item - Deliberating on the interim distribution of dividends using retained
earnings.-------------------------------------------------------------------------------------------------Dealing with the single item on the agenda, the Chairman of the Shareholders
Meeting advised that a proposal had been made by the Board of Directors
concerning the payment of an interim dividend which reads as follows: “The Board
of Directors proposes to the Shareholders Meeting the approval of a payment of an
interim dividend in the gross amount of Eur 0,0314 (three cents and fourteen
hundredths of a cent) per share, using the balance of the Retained Earnings
account, in the total gross amount of Eur 5,330,602.10 (five million, three hundred
and thirty thousand, six hundred and two euros and ten cents). -------------------------Since it is not possible to accurately determine the number of treasury stock held
on dividend payment date, it is proposed that the amount of the dividends that
correspond to the shares which, on the first day of the dividend payment period
belong to the Company, be applied to Retained Earnings.”. ------------------------------The Chairman of the Shareholders Meeting then gave the floor to the Board of
Directors for presentation of the said proposal. The Chairman of the Executive
Committee, Mrs. Esmeralda da Silva Santos Dourado made a brief presentation of
the same. Since no further explanation was requested by the shareholders, the
proposal was put to vote and was approved unanimously by the represented
shareholders. ------------------------------------------------------------------------------------------With no further business to be discussed, the meeting adjourned at seventeen
hours and ten minutes. ------------------------------------------------------------------------------The following minutes were drawn up for the record and will be signed by the
Chairman of the Shareholders Meeting and by the Company Secretary. --------------Maria do Carmo Gomes Teixeira, Company Secretary of SAG GEST – Soluções Automóvel
Globais, SGPS, SA, certifies, under the terms of paragraph 1f) of Article 446-B of the
Company Act that this transcription of Minutes no. 38 of the Shareholders Meeting of SAG
GEST – Soluções Automóvel Globais, SGPS, SA, is accurate, complete and up-to-date. -------The Company Secretary
Maria do Carmo Gomes Teixeira