Under the law and the articles of association, the Shareholders of NOVABASE - Sociedade Gestora de Participações Sociais, S.A. are hereby called to hold a General Meeting of Shareholders, at the company’s registered office, located at Av. D. João II, lote 1.03.2.3., Parque das Nações, Lisbon, at 3:00 p.m. on 3 May 2012, with the following Agenda:
Item 1: To resolve on the Management Report (which includes the Corporate Governance Report as attachment) and Accounts for the 2011 financial year; Consult the Proposal of the Board of Directors; 2011 Annual Report; Corporate Governance Report; Consolidated Financial Statements
Item 2: To resolve on the proposal for allocation of profits; Consult the Proposal of the Board of Directors
Item 3: To make a general appraisal to the Management and Supervision of the Company; Consult the Proposal of Shareholders Item 4: To resolve on the renewal of the powers conferred to the Board of Directors under article 4, number 2, of the company’s articles of Association; Consult the Proposal of the Board of DirectorsItem 5: To resolve on the election of the members of the corporate bodies and of the Remuneration Committee for the 2012-2014 term of office; Consult the Proposal of Shareholders; CV António Vitorino; CV Maria José Santana;
CV Paulo Trigo
Item 6: To resolve on the election of the effective and alternate Chartered Accountant for the 2012-2014 term of office; Consult the Proposal; CV PwC; CV César GonçalvesItem 7: To resolve on the Remuneration Committee report on the remuneration policy for the 2011 financial year, and to approve the declaration of the same 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; Consult the Proposal of the Remunerations Committee
Item 8: To resolve on 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; Consult the Proposal of Shareholders
Item 9: To resolve on the acquisition and disposal of own shares; Consult the Proposal of the Board of DirectorsItem 10: To resolve on the remuneration of the members of the Remuneration Committee; Consult the Proposal of ShareholdersItem 11: To resolve on an amendment to paragraph 3 of article 9 of the Articles of Association; Consult the Proposal of the Shareholders
In the event that it is not possible to hold the general meeting on the abovementioned date due to lack of share capital representation as required by the Law or by the Articles of Association of NOVABASE – Sociedade Gestora de Participações Sociais, S.A., the Shareholders are hereby called to hold a Shareholders’ General Meeting, at the same location, at 3:00 p.m. on 24 May 2012, with the same agenda.
Downloads Representation Letter - Individual PersonsInstructions for voting by postPostal Voting FormRepresentation FormFinancial Intermediary FormShareholder Form
Vote by electronic meansShareholders with voting rights may also vote at Novabase’s institutional site, by means of registration on such site and provided that, from 16 April 2012 to 20 April 2012, Novabase has received their communication (prepared in accordance with the form published at Novabase’s institutional site) addressed to the Chairman of the board of the General Meeting of Shareholders, bearing a
notary certified signature (or, for individuals, a simple signature together with copy of the shareholder’s ID card, in which case the communication may be sent to the electronic mail address email@example.com). After receipt of this communication, Novabase will send its authorisation and instructions for electronic voting to the email address provided by the Shareholder on the registration. Electronic voting may take place from 0:00 a.m. on 24 April 2012 to 6:00 p.m. on 27 April 2012. Additional instructions for electronic voting are available at Novabase’s institutional site.Shareholders’ votes by electronic means will only be considered if information, submitted by the financial intermediary with whom an individual securities account is open, is received as provided for above.Shareholders may exercise their voting rights by electronic means here between 00:00 pm on April 24, 2012 and 18:00 pm on April 27, 2012.
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