MATERIAL INFORMATION | Porto | May 30, 2013
Soares da Costa Group informs on Resolutions of the Annual
General Meeting of Shareholders, Board of Directors and
Extension of Term of Capitalization Operation
Grupo Soares da Costa, SGPS, S.A., public company, informs that:
I. At today’s general meeting of shareholders were present or represented shareholders holding
133,051,397 ordinary shares, corresponding to 83,1571% of the share capital and 83,16% of the voting
rights.
In this meeting the following proposals were approved:
1. The management report, individual accounts and consolidated accounts of 2012;
2. The individual net earnings of – 11,407,369.00 Euros transfer to Retained Earnings;
3. A vote of positive assessment on the company’s board of directors and supervisory body’s;
4. The ratification the replacement of two members of the board;
5. The election for the period 2013-2015 of the following members of the corporate bodies:
Board of the General Meeting of Shareholders
Chairman: Júlio de Lemos de Castro Caldas
Secretary: João Pessoa e Costa
Board of Directors
Chairman: António Sarmento Gomes Mota
Members: Investifino SGPS Ltd., NIPC MT 20993621, appointing to hold office in his own
name José Manuel Baptista Fino
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Parinama – Participações e Investimentos, S.A. NIPC 509016987, appointing to hold office in
his own name Jorge Armindo de Carvalho Teixeira
António Manuel Pereira Caldas Castro Henriques
Pedro Gonçalo de Sotto-Mayor de Andrade Santos
Jorge Domingues Grade Mendes
Manuel Fernando de Macedo Alves Monteiro
Supervisor Board
Chairman: António Pereira da Silva Neves
Members: Carlos Pedro Machado de Sousa Góis
Jorge Bento Martins Ledo
Chartered Accountant
Effective: Deloitte & Associados, SROC S.A., NIPC 501 776 311, number 43 of OROC,
represented by António Manuel Martins Amaral, Chartered Accountant number 1,130
Alternate: Paulo Alexandre Rocha Silva Gaspar, Chartered Accountant number 1,300
Remuneration Committee
Chairman: João Vieira de Almeida
Members: Martim Salema de Sande e Castro Fino
João Pessoa e Costa
6.
a) The amendment to paragraph 3 of Article 4 of the Articles of Association, which is
replaced by the following wording:
“Article no. 4
1.
2.
3.
The share capital is represented by one hundred and sixty million registered book
bearer shares, without nominal value, and is divided into two categories of shares, reciprocally
convertible by resolution of the Shareholders General Meeting, which are:
a) One hundred and fifty-nine million nine hundred and ninety-four thousand and four hundred
and eighty-two ordinary shares; and
b) Five thousand five hundred and eighteen preference shares carrying no vote, and which carry
the right to a preferential dividend and to the reimbursement of the respective emission value on
the liquidation of the company.”
b) That the powers granted to the board of directors regarding capital increases’
deliberations are renewed for 5 (five) years, from this date onwards, according to the number 2
of the article 4 of the Company’s articles of association.
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7. The statement on the remuneration policy of the management and audit bodies of the
Company prepared by the Remuneration Committee;
8. The authorization for the acquisition and sale of own shares for an 18-month period.
All resolutions were taken unanimously, except for the item 4, which was approved by majority with
86.772% of the votes present and one abstention.
II. The Board of Directors, which met after the General Assembly adopted the following resolutions:
1. Appoint an Executive Committee, with the following composition:
Chairman: António de Castro Henriques
Members: Gonçalo Andrade Santos e Jorge Grade Mendes
2. Appoint a Secretary of the Company and an Alternate Secretary:
Secretary of the Company: Jorge Alves
Alternate Secretary of the Company: Pedro Falcão Queirós
The new Chairman of the Board of Directors wished to emphasize that assumes the presidency of this
prestigious Group with great confidence and with the compromise to give it its best contribution at a
particularly difficult time for companies in the construction sector. Grupo Soares da Costa, one of the
largest in this sector in Portugal, exhibits the characteristics of a Global Group, with strong experience
and strong presence in various geographies, a determining factor for its future sustainability.
III. The deadline for the completion of the capitalization operation, announced on November 27, 2012,
under the Financial Programme, was extended with consent of the banks involved, to August 31, 2013.
Grupo Soares da Costa, S.G.P.S., S.A.
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