The Annual General Meeting of Shareholders of Novabase – Sociedade Gestora de Participações Sociais, S.A. (hereinafter referred to as “Novabase”) was held today. The following proposals submitted under the items on the agenda were approved:1. Approval of the Management Report (which includes the Corporate Governance Report as attachment) and Accounts for the 2011 financial year.2. Application of the 2011 net individual profit of € 10,749,501.24 (ten million, seven hundred and forty nine thousand, five hundred and one euros and twenty four cents), as follows:- Transfer of € 537,475.06 (five hundred and thirty seven thousand, four hundred and seventy five euros and six cents), to the legal reserve account;- Payment to the shareholders of a dividend in the overall amount of € 942,041.82 (nine hundred and forty two thousand and forty one euros and eighty two cents), corresponding to € 0.03 (three euro cents) per share, as related to the total number of shares issued;- Transfer of the remaining amount of € 9,269,984.36 (nine million, two hundred and sixty nine thousand, nine hundred and eighty four euros and thirty six cents), to the retained earnings account. 3. Approval of a general appraisal and confidence vote to the Board of Directors and to the Audit Committee and all its members, as well as to the Chartered Accountant.
4. Renewal of the powers conferred to the Board of Directors under article 4, number 2, of the company’s articles of Association, which provides authority to increase the Company’s share capital as provided for in Portuguese law.5. Election of the corporate bodies and of the Remuneration Committee for the 2010-2014 term of office with the following composition:- Board of the General Meeting:President: António Manuel de Carvalho Ferreira Vitorino;Secretary: Maria José Santana.- Board of Directors:Chairman: Rogério dos Santos Carapuça;Member: Luís Paulo Cardoso Salvado;Member: João Nuno da Silva Bento;Member: Álvaro José da Silva Ferreira;Member: Nuno Carlos Dias dos Santos Fórneas;Member: Francisco Paulo Figueiredo Morais Antunes;Member: Paulo Jorge de Barros Pires Trigo;Member: José Afonso Oom Ferreira de Sousa;Member: Pedro Miguel Quinteiro Marques de Carvalho;Member: Luís Mira Amaral;Member: Manuel Alves Monteiro;Member: João Luís Correia Duque;Member: Joaquim Sérvulo Rodrigues.
It was also resolved to grant the right to exercise a deciding vote in the event of a tie to the Member of the Board of Directors Luís Paulo Cardoso Salvado whenever the Chairman of the Board of Directors is absent or prevented from acting.- Audit Committee:Chairman: Luís Mira Amaral;Member: Manuel Alves Monteiro;Member: João Luís Correia Duque.- Remuneration Committee:Chairman: Francisco Luís Murteira Nabo;Member: Pedro Rebelo de Sousa;Member: João Quadros Saldanha.6. Election of the effective and alternate Chartered Accountant for the 2012-2014 term of office:• Effective: Pricewaterhouse Coopers & Associados – SROC, represented by Jorge Manuel Santos Costa;• Alternate: César Abel Rodrigues Gonçalves.7. Approval of the Remunerations Committee report on the remuneration policy for the 2011 financial year and of the same Committee’s statement on the remuneration policy for members of the management and supervisory bodies of the Company pursuant to Law no. 28/2009, of 19 June 2009, and other applicable rules, to be implemented in the 2012-2014 term of office.
8. Approval of the possible implementation of a medium or long-term plan to allocate a variable remuneration to the members of the Board of Directors of the Company and to employees or representatives in leading positions in Novabase or in other companies in the Novabase Group, which shall be based on the performance of Novabase’s shares.9. Approval of the acquisition and disposal of own shares.10. Approval that the members of the Remunerations Committee be remunerated and approval of their remunerations.11. Amendment of number 3 of article 14 of the Articles of Association, to establish that the executive committee may be composed by five to nine directors.