PME INVESTIMENTOS – SOCIEDADE DE INVESTIMENTO, S.A.
Name, registered office and corporate purpose
Corporate name and term
The company has the corporate name PME Investimentos – Sociedade de Investimento, S.A. and is incorporated with no term, as of this date.
1. The company has its registered head-office at Rua Pedro Homem de Melo, nr. 55, 3rd floor, S/309, Aldoar, Oporto.
2. By resolution of the Board of Directors and subject to the applicable legal provisions, the company may change its registered head-office to another location legally admissible, as well as open, in Portugal or abroad, branches, subsidiaries or other forms of representation.
1. The company is engaged in the performance of financial transactions and the provision of ancillary services, which primarily aim at improving the financing of entities which do not belong to the financial sector in order to enhance investment, development and corporate restructuring.
2. In the performance of business, the company will engage especially in the following:
a) Advising companies on capital structure, corporate strategy, business and technology, as well as advising and rendering services related to mergers and purchase of companies and undertakings;
b) Managing closed investment funds, as well as other funds set forth under special law;
c) Managing and acquisition of holdings in companies, promoting the launch of new companies and the recovery and revitalization of others.
Capital, stocks and bonds
1. The share capital, fully paid in cash, is of 27,500,000 Euro (twenty-seven million five hundred thousand Euro), represented by 5.5 million shares, with a nominal value of 5 Euro each.
2. The shares are nominal shares and may be book-entry or certificates of 1, 5, 10, 50, 100, 1000 or 10,000 shares.
3. The company may issue preferred shares without voting rights, redeemable, with the right to a preferential dividend, as legally permitted and in accordance with the conditions which may be determined by the general assembly meeting.
The company may issue bonds of any legally foreseen type, including convertible into shares, in accordance with what is determined by the general assembly meeting, or the board, as legally permitted.
The corporate bodies are the general assembly, the board of directors and the supervisory body.
Representativeness of the general assembly
The general assembly, regularly set up, represents all the shareholders, and the respective resolutions are binding on all of them when taken in accordance with the law and these articles of incorporation.
Set up and functioning of the general assembly
1. The shareholders who hold at least one share registered in their respective names, in the register of the company, or deposited with a credit institution, until eight days before the date set for the meeting, shall belong to the general assembly.
2. Each share corresponds to one vote.
3. The shareholders may be represented at the general assembly meetings, through delegation of powers made by letter addressed to the chairman.
4. Notwithstanding the meetings in which the respective attendance is legally required, the members of the board and the supervisory body who are not shareholders may participate in the other meetings of the general assembly, without voting rights.
5. In the case of joint ownership of shares only one of the co-holders, with powers of representation from all others, may attend in general assembly meetings.
6. Upon shareholders’ resolution, the general assembly may convene and meet using electronic means, including online and videoconference shareholders’ attendance, provided that a regulation with the modus operandi ensuring communications’ authenticity and security is previously approved by the board of directors.
7. The right to vote may be exercised by correspondence, subject to the terms and conditions set forth in the following paragraphs.
8. The vote by correspondence must be issued in the form of a written document containing the signature of the respective shareholder, and be sent by sealed letter addressed to the chairman of the general assembly, which can only be opened during the general assembly meeting to which it pertains and in the presence the other shareholders.
9. In case of vote by correspondence, shareholders can only approve or not the proposals which were duly and timely presented and submitted to the shareholders.
10. In case of amendment to the initial proposal, and with reference to which has been exercised voting by correspondence, or submission of a new proposal, the vote cast in these terms is considered as a negative vote.
11. The vote by correspondence as per preceding paragraphs shall remain valid for a meeting held on second call, whenever it is not affected by changes to the proposals submitted and to which it pertains, in which case it would not be counted.
(Came into force at the end of the term 2007-2009)
The board of the general assembly shall consist of a chairman and a secretary, elected every three years by the general assembly, the respective re-election being permitted.
Convening of meetings
1. The general assembly shall be convened by the chairman, or whoever replaces the chairman, with the minimum legal pre-notice, expressly including the agenda and complying with any legal requirements pertaining to the respective public disclosure.
2. The chairman of the general assembly may elect, as legally foreseen, to replace the public disclosure of the convening notice by sending to all shareholders registered letters with acknowledgment of receipt, or, for shareholders who supply prior consent, by email with read-receipt, provided that between the dispatch of letters or email messages and the meeting date there are at least twenty-one days.
3. In the convening notice, the chairman may set a second date for a second call should the assembly could not meet in the first date, provided that between those dates there are more than 15 and less than 30 days.
4. The general assembly meets, necessarily, by March 31 of each year, and whenever convened at the request of other corporate body, or shareholders with representativeness legally required to do so.
Board of directors
Composition of the board
1. The board of directors is composed of an odd or even number of members, between three and seven, which may or may not be shareholders of the company, elected by the general assembly for a period of three years, renewable one or more times, subject to the maximum renewal legally foreseen.
2. The general assembly meeting electing the board of directors, shall determine previously the number of members that will compose the board of directors, and should it be less than seven members it must be approved by three-fourths majority of the votes cast.
3. The year in which the board of directors is appointed counts as a full calendar year for the purposes of the term of the mandate of its members.
4. The board of directors shall remain in office until a new election.
Powers of the board
1. The board of directors has the broadest powers to manage and represent the company and it is responsible for performing all operations related to the corporate purpose, including:
a) Taking equity stakes in companies;
b) Subscribing and acquiring securities and providing related services;
c) Borrowing and carrying out credit transactions permitted by law;
d) Providing advice, as well as acting as custodian and manager of securities portfolios.
2. The board of directors is also specially empowered to declare the definitive absence and vacancy of a member of the board should such member be absent, without grounds accepted by the board, in five to seven successive or intercalated meetings.
3. For the purposes of the aforementioned, the board of directors shall qualify the absence as duly justified or not, considering as justified the absence which, its grounds being presented by the absent member, is not refused by the end of the second meeting following the one the absence pertains to.
4. The board of directors may, under the applicable legal framework, delegate management powers, including management of corporate business within the scope of the day-to-day running of the Company, in one or more members of the board, as well as in an executive committee, issuing the delegated powers in a minute of the board meeting and, in case of creating an executive committee, also setting forth the composition and functioning thereof.
Meetings of the board
1. The Board of Directors shall meet as convened by the president or two other members of the board, whenever required by the interests of society and at least once a month.
2. The President will have the casting vote where votes are tied and whenever the board of directors is composed of an even number of members.
3. In the absence of the president, the member of the board who is the longest-serving in office shall have the casting vote and, in case of equality between more than one member, the oldest.
4. The vote by correspondence is allowed, at all times, either by post, fax, email, or other more technologically advanced mean with digital signature of the member of the board unable to attend the meeting, as long as the signature is recognized by the majority of members attending.
5. The board of directors may, under the applicable legal framework, meet by electronic means, provided that the authenticity and safety of interventions is guaranteed and their content is fully recorded.
6. The board resolutions shall be taken by majority of the members attending or represented and those voting by correspondence.
Bond of directors
The liability of the members of the board shall be collateralized by a bond to be deposited in accordance with the provisions of article 396 of the Companies Code, except where exempted by the general assembly which elects them.
Binding of the company
The company is bound as follows:
a) By the joint signature of two members of the board;
b) By the signature of a member of the board, when expressly designated by the board;
c) By the signature of a representative duly authorized by proxy or power of attorney to practice certain acts or types of acts.
The supervision of corporate business relies on a supervisory body, with three effective members, one being the president, and one or two substitutes, elected every three years by the general assembly, and which may be re-elected.
Auditing of accounts
1. Without prejudice to the powers of the supervisory body, the general assembly shall mandate an external audit company to audit the accounts of the company.
2. The supervisory body shall, mandatorily, issue a position on the content of the audit performed and submitted by the auditors.
The corporate year concurs with the calendar year and the balance sheet, along with the report of the board of directors and the report of the supervisory body, shall be submitted, annually, for approval by the general assembly.
Remuneration of corporate bodies
Remunerations of corporate bodies are set by the general assembly
Distribution and use of profits
The net profits on the balance sheet shall be applied as the general assembly determines, minus the funds that by law must be allocated to the constitution or increase of reserve and guarantee funds.
Winding-up and liquidation
1. The winding-up of a company is as provided by law or by resolution from the general assembly, expressly convened for the purpose, by a majority of 75 per cent of the share capital.
2. Under extrajudicial liquidation, the liquidators shall be members of the board of directors in office, unless the general assembly determines otherwise, by the aforementioned majority.