General Meeting

FAQs

General Meeting

Comprising Shareholders entitled to vote, it meets, under the law, at least once a year and also whenever convened by the Chair of the Board of the General Meeting, by the Board of Directors, by the Board of Auditors or by Shareholders representing at least 2% of the share capital.

Pursuant to Article 21-B of the Securities Code ("SC"), notice of general meetings is given at least 21 days in advance via the Ministry of Justice website (http://publicações.mj.pt). The notice is also posted on the Company's website and via the CMVM information disclosure system (www.cmvm.pt) and on the Euronext Lisbon website.

The General Meeting, as the Company's most senior body, passes resolutions on all matters with which it is charged by law and by the ZON OPTIMUS articles of association.

Under the Company's articles of association, the General Meeting may act, on first call, provided shareholders are present or represented who hold shares representing more than fifty per cent of the share capital.

Without prejudice to the qualifying majority, in those cases stipulated by law the General Meeting passes resolutions by a simple majority of votes cast.

How can I include matters in the agenda and table resolutions?

A Shareholder or Shareholders holding shares representing at least 2% of the share capital may request the inclusion of items in the agenda, upon written request addressed to the Chair of the Board of the General Meeting (*), within five days of the date of publication of the Notice, together with a proposed resolution for each matter whose inclusion is requested.

A Shareholder or Shareholders holding shares representing at least 2% of the share capital may also request the inclusion of proposed resolutions relating to matters referred to in the Notice, upon written request addressed to the Chair of the Board of the General Meeting (*), within five days of the date of publication of the Notice, together with the information that has to accompany the proposed resolution.

How can I take part in General Meetings?

Under the company's articles of association, only Shareholders entitled to vote may attend General Meetings, every 100 shares giving entitlement to one vote. Under the law, Shareholders owning a lesser number of shares may group together to complete the required number or a larger number and be represented by one of the group.

Shareholders who, on the registration date, or at 0 hours (GMT) of the 5th trading day next before the General Meeting, are holders of shares conferring, according to the law and the articles of association, at least one vote, are entitled to attend the General Meeting and there discuss and vote.

Exercise of rights to take part in, discuss and vote at the General Meeting is not impaired by the transfer of shares occurring after the date of registration, nor is it dependent on their blocking between that date and the date of the General Meeting. However, Shareholders who have declared their intention to take part in the General Meeting and convey ownership of shares between the registration date and the end of the General Meeting shall so report to the Chair of the Board of the General Meeting and to the Securities Market Commission immediately.

Shareholders wishing to attend the General Meeting must declare this intention in writing to the financial intermediary with which they have opened a relevant individual registration account, by the end of the day preceding the registration date, and may do so by electronic mail, the despatch of this declaration being considered sufficient for the fulfilment of the procedures called for in Article 23-C(3) of the Portuguese Securities Code, thus waiving the need to send any express declaration to the Chair of the Board of the General Meeting on that date.

The financial intermediary referred to in the preceding paragraph sends to the Chair of the Board of the General meeting, by the end of the registration date, information on the number of shares registered in the name of its customer as of that date, information that can be sent by electronic mail.

 

Information available to Shareholders

The proposals submitted by the Board of Directors to the General Meeting as well as those provided for in Articles 289 of the CSC and 21-C Securities Code are made available to Shareholders at the registered office and via the Company's website during the statutory period.

To facilitate access to these documents, especially for foreign Shareholders, the Company shall, upon request, send them by post, fax or electronic mail.

What is required to vote by correspondence or by electronic means?

Votes by correspondence or by electronic means shall be considered at the time of the scrutiny of the votes and are added to the votes cast in person during the General Meeting.

Pursuant to Article 11(8) of the Company's articles of association, votes by correspondence or by electronic means cast in respect of each of the items on the agenda shall be considered revoked if the shareholder or his representative is present at the General Meeting when the votes are cast.

i) Postal voting:

  • Shareholders having voting rights may, in accordance with Article 22 of the Securities Code, exercise them by correspondence by means of a declaration signed by them, stating unequivocally the sense of their vote in respect of each item on the agenda of the Meeting;
  • The ballot paper must be accompanied by a legible photocopy of the Shareholder's identity document. Should the Shareholder be a corporate person, the ballot paper must be signed by the person representing it, the signature to be authenticated in the capacity by a notary;
  • The ballot papers, accompanied by the documents referred to in the preceding paragraph, shall be sent in sealed envelope, addressed to the Chair of the Board of the General Meeting, by registered mail;
  • The Chair of the Board of the General Meeting is charged with ensuring the authenticity and confidentiality of postal ballot papers up to the moment of the ballot.
  • For the purpose of postal voting, the ballot papers may be obtained by shareholders at the Company's registered office, via the Company's website and may also be delivered by hand, by post or by electronic mail.
  • The Company's articles of association do not require a minimum period between the reception of the postal ballot paper and the date of the General Meeting. Nevertheless, it has been the Company's practice to set in the notice of the General Meeting a period of three business days (in accordance with the provisions Article 11(7)(c) of the articles of association), prior to the date of the General Meeting, for postal ballot papers to be received.

ii) Voting by electronic means:

  • Shareholders with voting rights may also choose to exercise their right to vote by electronic means.
  • In keeping with the practice implemented in the Company, Shareholders may also vote through the Company's website in accordance with the requirements established therein, provided that by the time and date specified in the notice convening the General Meeting, they deliver to the Chair of the Board of the General Meeting a communication drawn up in accordance with the template provided on the same website, which communication must contain the notarised signature (or, in the case of natural persons, a simple signature accompanied by a photocopy of the appropriate identity document), and a postal address to which the personal identification number ("PIN") to be provided by the Company is to be sent;
  • These Shareholders may exercise their voting rights during the period fixed in the notice convening the General Meeting.