TIDM46MR
RNS Number : 1263R
Galp Gas Natural Distribuicao, S.A.
02 November 2021
Galp Gás Natural Distribuição, S.A. ("GGND") informs that an
unanimous written resolution was taken on October 6(th) by its
shareholders to amend the by-laws of GGND, as follows:
Article Twelfth, paragraph 1
1 - The Board of Directors is composed by a fixed number between
6 and 12 Directors, elected by the General Meeting.
2 - (...)
Article Fifteenth
The Board of Directors may delegate the Company's day-to-day
management to an Executive Committee composed of three to five
members, or to one or more Directors.
The consolidated and updated wording of the Company's by-laws is
attached to this release.
BY-LAWS
Galp Gás Natural Distribuição, S.A.
CHAPTER I
NAME, REGISTERED OFFICE AND PURPOSE
ARTICLE 1
Name
The company adopts the name Galp Gás Natural Distribuição,
S.A.
ARTICLE 2
Head Office
1 - The company's head office is located in Lisbon, on Rua
Tomás da Fonseca, Torre C, parish of S. Domingos de Benfica.
2 - The Board of Directors may decide to move the Company's
head office to any other location in Portugal and may also
decide to open or close any of its branches, agencies, delegations,
offices or other forms of representation located in Portugal
or abroad.
ARTICLE 3
Corporate Purpose
1 - The corporate purpose of Galp Gás Natural Distribuição,
S.A. is to pursue activities in the energy sector, particularly
in the distribution of natural gas, including the provision
of business management support services in the fields of business,
administration and logistics, procurement and supplies, and
information systems, comprising:
a) Back office and assistance services;
b) Services necessary for the programming and contracting of
access to natural gas transmission networks and transportation;
c) Services in the fields of engineering, consulting and technical
assistance, construction management, energy training and auditing,
negotiation and contracting of services, supplies, and building
contracts;
d) Management and administration services, notably in the fields
of taxation, financing, risk, investment, marketing and advertising,
quality and environmental systems, health, and social welfare;
e) Any other additional or related activities.
2 - The Company may participate in other companies of whatever
nature or purpose, associations, consortiums, complementary
corporate groups, European economic interest groups, joint
ventures or any other type of entity.
CHAPTER II
SHARE CAPITAL AND SHARES
ARTICLE 4
Share Capital
1 - The Company's share capital is of EUR 89,529,141 (eighty-nine
million, five hundred and twenty-nine thousand, one hundred
and forty-one euros), represented by 89,529,141 (eighty-nine
million, five hundred and twenty-nine thousand, one hundred
and forty-one) shares with a nominal value of EUR 1.00 (one
euro) each. The fully subscribed and paid up portion of the
share capital represents EUR 50,000.86 (fifty thousand euros
and eighty-six cents), whereas the capital in kind represents
EUR 89,479,140.14 (eighty-nine million, four hundred and seventy-nine
thousand, one hundred and forty euros and fourteen cents).
2 - The shares are registered book-entry shares.
ARTICLE 5
Own Shares
The Company may acquire, hold or dispose of its own shares,
as and when permitted by law.
ARTICLE 6
Amortisation of Shares
1 - The Company may redeem shares without reducing its capital
stock, upon decision of the General Meeting.
2 - The General Meeting may also decide to redeem shares with
a reduction in capital in the following cases:
a) When such shares are seized, confiscated, listed, included
in bankrupt or insolvent assets, or are generally at risk of
being legally transferred;
b) When such shares are transferred or encumbered in breach
of the requirements established by these By-laws.
ARTICLE 7
Bonds and other Securities
1 - The Company may issue marketable securities of any type,
including debt securities, in accordance with the Portuguese
or foreign law in force at the time of issuance; it may also
carry out legally permitted transactions using its own securities
and issue securities convertible into shares or with subscription
rights.
2 - The issue of bonds and other marketable securities, including
debt securities, of any type that are, or will become, legally
permitted may be decided by the Board of Directors, who will
determine the amount and other terms of their issuance.
CHAPTER III
CORPORATE BODIES
ARTICLE 8
Corporate Bodies
1 - The Company's corporate bodies are the General Meeting,
the Board of Directors, the Audit Board or the Statutory Auditor
and the Corporate Secretary.
2 - The members of the corporate bodies and of the General
Meeting Board are appointed for three-year terms and may be
reappointed one or more times.
3 - The members of the corporate bodies and of the General
Meeting Board are remunerated in accordance with that determined
by the General Meeting or by a Remuneration Committee appointed
by the General Meeting.
SECTION I
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 9
Composition and Convening of the General Meeting of Shareholders
1 - The General Meeting is composed of all shareholders with
voting rights, one share representing one vote.
2 - The General Meeting is convened under the terms and with
the minimum period of notice required by law.
ARTICLE 10
Quorum
1 - On the first convened date, the General Meeting may not
gather without the presence, or representation, of the majority
shareholders, irrespective of the issues on the agenda.
2 - On the second convened date, the General Meeting may deliberate
irrespective of the number of shareholders present or represented
and the percentage of share capital in attendance.
3 - The General Meeting decides by a majority vote, unless
otherwise provided by law and when the resolution is in respect
of one of the following matters, in which case it is required
the approval of shareholders holding, at least, 80% of the
share capital:
a) Declaration or distribution of dividends that is not in
accordance with the Company's distribution policy, and amortisation
of shares without reduction of the share capital;
b) Modification of the articles of association of the Company,
except for modifications resulting from share capital increases
or reductions necessary to comply with legal or regulatory
obligations or to comply with the dividends distribution policy
of the Company or with the Company's financing mechanisms agreed
between the Shareholders;
c) Company's financial statement approval, when there are reservations
by the auditor;
d) Election of the Statutory Auditor or of the Audit Board,
as applicable.
ARTICLE 11
General Meeting Board
The Board of the General Meeting is composed of a Chairperson
and a Secretary.
SECTION II
BOARD OF DIRECTORS
ARTICLE 12
Composition
1 - The Board of Directors is composed by a fixed number between
6 and 12 Directors, elected by the General Meeting.
2 - The General Meeting elects the Chairman of the Board of
Directors.
ARTICLE 13
Replacement
1 - In cases where the Chairman of the Board of Directors is
absent or prevented from attending, he or she is replaced and
represented by whoever he or she indicates.
2 - When a Director fails to attend three consecutive or five
non-consecutive meetings, without justification deemed acceptable
by the Board of Directors, he or she is declared permanently
absent.
3 - In the event a Director is declared permanently absent,
a replacement Director will be appointed to serve for the remainder
of the term of the person replaced.
ARTICLE 14
Meetings
1 - The Board of Directors should meet at least once every
trimester and, additionally, whenever a meeting is called by
the Chair or by two Directors.
2 - Directors can be convened in writing or by any other appropriate
means permitted by law.
3 - Decisions of the Board of Directors shall be valid only
when a majority of its members are present or represented at
the Board Meeting.
4 - Decisions of the Board of Directors are arrived at by majority
vote of the Directors present or represented, vote by correspondence
being permitted.
5 - Any Director may be represented at Board Meetings by another
Director provided a letter to this effect has been presented
to the Chair; however, each proxy instrument may only be used
once.
ARTICLE 15
Delegation of Powers
The Board of Directors may delegate the Company's day-to-day
management to an Executive Committee composed of three to five
members, or to one or more Directors.
ARTICLE 16
Binding of the company
The Company shall be legally bound before third parties by
the following:
a) The joint signature of any two Directors;
b) If an Executive Committee exists, by the joint signature
of two Directors, at least one of whom must be a member of
said Committee;
c) The signature of only one Director, when the Board of Directors
has expressly delegated the power to perform the act in question;
d) The signature of Company representatives, within the limits
of the power of attorney granted them by the Company.
SECTION III
SUPERVISION OF THE COMPANY
ARTICLE 17
Supervisory Body
1 - The supervision of the Company shall be entrusted to a
Statutory Auditor or a Company of Statutory Auditors, or an
Audit Board, whichever is decided in each election by the General
Meeting.
2 - If there is an Audit Board, it is composed of three or
five effective members and one or two alternates elected in
accordance with the legislation in force, with the chairman
designated by the General Meeting.
SECTION IV
COMPANY SECRETARY
ARTICLE 18
Appointment of the Corporate Secretary
1 - The Board of Directors may decide to appoint a Corporate
Secretary.
2 - The Corporate Secretary is appointed for a term coinciding
with the term of the mandate of the Board of Directors and
he or she may be assigned the duties and responsibilities provided
by law.
SECTION V
INFORMATION RIGHTS
ARTICLE 19
Information to Shareholders and Directors
1- The Board of Directors shall:
a) assure that the financial and accounting documentation of
the Company is maintained complete and accurate, according
to the applicable law;
b) prepare a monthly management report of the Company, which
includes the balance sheet, income statements and cash flows
statements of the Company and its Subsidiaries and deliver
copies of that report to the Shareholders as soon as it is
available and, in any case, within the thirty days following
the end of the month to which the report concerns (without
prejudice to the possibility of, at the request of the shareholders,
and in order to comply with its respective internal policies,
including additional information); and
c) deliver to each shareholder, until the end of March of each
year, audited accounts of the financial year.
2. Subject to the applicable legal limitations, the shareholders
which hold at least 10% of the Company's share capital (without
prejudice of the rights they have under the applicable law)
and Directors will be entitled to, upon reasonably in advance
request:
a) inspect the assets of the Company and Subsidiaries;
b) consult and get copies of documents related with the Company
and Subsidiaries, including corporate documentation and financial
and accounting statements;
c) discuss the activity, financial statements and accounts
of the Company and Subsidiaries with the responsible person
for such matters, any person who is a subordinate of that person
or with the Company's auditor.
CHAPTER IV
ALLOCATION OF INCOME
ARTICLE 20
Financial Year Profits
1 - The profits of the financial year, established in accordance
with the law, are applied towards the constitution or reinforcement
of the legal reserves and the remainder, subject to applicable
law, must be distributed to the Shareholders.
2 - Shareholders may be granted advance payments on profits
during the financial year, provided all legal rules are respected.
CHAPTER V
DISSOLUTION AND LIQUIDATION
ARTICLE 21
Dissolution and Liquidation
1 - The Company shall be dissolved in the cases provided for
by law or upon the decision of the General Meeting, by a two-thirds
majority of votes corresponding to the Company share capital.
2 - Liquidation shall take place in accordance with the applicable
law and the decisions of the General Meeting.
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END
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