Statutes of CPRM
Published in D.R. number 9 (Series III) of 7 January 1999
Increase, redenomination and renominalisation of the share capital and the alteration of arts. 4 and 6 - Filing 26/990923, at the Lisbon Commercial Registry (Awaiting publication in the Diário da República).
Company Name, Registered Office, Objects and Duration
(Company name and registered office)
1. The Company shall be a public limited company and shall have the company name of Companhia Portuguesa Rádio Marconi, S.A..
2. The registered office shall be in Lisbon, at number two, Avenida Álvaro Pais, in the parish of Nossa Senhora de Fátima.
3. The Company may, by decision of the Board of Directors, create, and maintain branch offices, branches or any other form of representation in Portugal and abroad and also, having consulted the Audit Committee, transfer the registered office within the municipality of Lisbon or to a neighbouring municipality.
1. The Company s object is the establishment, management and operation of telecommunications infrastructures and the supply of telecommunications services, as well as the carrying on of any business, which is complementary, subsidiary or ancillary thereto.
2. The Company may, by a decision of the Board of Directors, participate in the formation or in any other way acquire holdings in other companies of any type, with objects which are identical to or differ from those in the preceding number, including companies regulated by a special law, and may further become associated with other juristic persons in incorporated joint ventures, european economic interest groups, consortia and joint ventures.
The Company shall remain in existence for an unlimited period.
Share Capital, Shares and Debentures
(Share capital and shares)
The share capital, which is fully paid up, is 78.000.000 (seventy eight million) Euros represented by 15.600.000 (fifteen million six hundred thousand) shares with a nominal value of 5.00 (five) Euros each.
(Forms of shares)
1. The shares may be represented by share certificates or accounting entries.
2. Shares represented by share certificates, shall be represented by certificates of 1, 5, 10, any multiple of 10 up to 100, 500, 1,000 and 10,000, or any multiple of 10.000 shares, signed by one or more directors. The signatures may be by a signature stamp, authorised by them, or by mandataries of the Company appointed for that effect.
3. The shares may be registered or bearer shares, when represented by a share certificate, and shall comply with one or other of these legal frameworks, when represented by accounting entries.
4. The conversion of registered shares, represented by share certificates, into bearer shares, represented by share certificates, and vice versa, as well the conversion of shares represented by accounting entries, which comply with the provisions affecting registered shares into shares, represented by accounting entries, which comply with provisions affecting bearer shares, and vice versa, shall be permitted.
5. The conversion of shares represented by accounting entries into shares represented by share certificates, and vice versa, may only take place in the circumstances and on the terms established by law.
(Increase of capital)
The share capital may, by decision of the Board of Directors, which shall establish the share price and issue conditions, be increased one or more times by new contributions in cash, up to a maximum of 100.000.000 (one hundred million) Euros, in accordance with the law.
(Non-voting preference shares and redeemable shares)
1. The General Meeting may, acting on the basis of a proposal by the Board of Directors, authorise the issue of non-voting preference shares up to the value of half the Company's share capital, and shall then determine the manner in which the preference dividend is to be fixed.
2. Non-voting preference shares proportional to the existing number of shares in that category, to be allocated solely to the existing shareholders thereof, may, by decision of the General Meeting, be issued in the event of increases of share capital by incorporation of reserves.
3. Non-voting preference shares may, when issued, be subject to redemption on such date as may be decided by the General Meeting.
4. Redeemable shares shall be redeemed at par or with such premium as may be established by the General Meeting.
(Debentures and other securities)
1. The Company may issue debentures or other securities, in accordance with the legislation in force.
2. The issue of debentures or other securities may be decided by the Board of Directors, when the amount thereof does not exceed the amount established annually, for that purpose, by the General Meeting.
3. The Company may, by decision of the General Meeting, acquire its own shares and debentures and deal in them, as it deems appropriate, in accordance with the law.
The governing bodies shall be:
a. The General Meeting;
b. The Board of Directors;
c. The Audit Committee;
d. The Salaries Committee.
The General Meeting
1. The General Meeting shall represent all the shareholders and its decisions, when taken properly, shall bind all shareholders, even those who are absent or who are dissent, according to the law.
2. Only shareholders with voting rights, whose shares have, since at least 10 days prior to the date fixed for the meeting, been registered or deposited, depending on whether they are shares represented by accounting entries or share certificates, with a financial institution, which is legally authorised for that purpose, or, if represented by share certificates, are registered in the Companies share register, no later that the date indicated above.
3. The proof of the registration or deposit at the financial institutions envisaged in the preceding number, shall be effected by the document issued by the said financial institutions, in accordance with the law, received at the company at least 10 days prior to the date fixed for the General Meeting.
4. Juristic persons, companies, undivided inheritances and persons subject to a disability may participate in General Meetings by their legitimate representatives.
5. Usufructuaries of any shares may exercise the voting rights inherent therein, except in the case of a motion to alter the articles of association or to dissolve the company, when the voting rights shall be exercised jointly by the usufructuary and the holder, without prejudice to the right of either of them to delegate the exercise of their voting rights to the other.
6. Of the persons and bodies mentioned in no. 4, only companies may be elected to the governing bodies, and shall then appoint a natural person to hold office in his/her own name and be jointly and severally liable with the person so appointed, for his/her acts.
There shall be one vote for every 100 shares, at the General Meeting.
(Representation of shareholders)
1. Any shareholder, with the right to vote, may be represented at General Meetings, in accordance with the law.
2. Proxies may be granted by ordinary letter signed by the mandator shareholder and addressed to the Chairman of the General Meeting. Such a letter shall be effective for all meetings until revoked, unless the meetings at which it can be used are expressly specified.
3. No shareholder may be represented by more than one person at the same General Meeting.
(Powers and Responsibilities of the General Meeting)
1. The General Meeting shall decide all matters, which fall within its powers and responsibilities, in accordance with the law and these Articles of Association.
2. The General Meeting shall, in particular:
a). Consider the report of the Board of Directors, discuss and vote on the balance sheet, profit and loss accounts and the report and opinion of the Audit Committee;
b). Decide regarding the application of the annual profits;
c). Elect the Officers of the General Meeting and the members of the Board of Directors, the Audit Committee and the Salaries Committee;
d). Decide regarding any alterations of the articles of association or increases of share capital;
e). Decide regarding the issue of debentures and other securities and establish the annual limit within which the Board of Directors may take such decisions;
f). Deal with any other matters for which it has been called, which do not fall within the powers and responsibilities of another governing body of the company, other than in the case matters of management, when at the request of the Board of Directors.
3. Decisions shall be taken by an absolute majority of the shareholders present or represented at the General Meeting, whenever the law or these articles of association establish no other majority.
(The Officers of the General Meeting)
1. The Officers of the General Meeting shall be a Chairman and a Secretary, elected triennially by the General Meeting.
2. The absences and impediments of the Officers of the General Meeting shall be resolved according to the law.
3. The terms of office of the Officers of the General Meeting shall be renewable and they shall remain in office until the Officers replacing them take up office.
1. The General Meeting shall meet at least once a year for the purposes indicated in article 376 of the Commercial Companies Code and whenever a request for the General Meeting to be called is made to the Chairman of the Board of Directors by the Audit Committee or by shareholders representing at least 5% of the share capital.
2. General Meetings shall be called by the Chairman of the General Meeting or, if he is absent or under an impediment, by whoever has replaced him, by notices published at least one month prior thereto.
3. A list of shareholders shall be prepared for each General Meeting, which states the number of shares and votes of each of them.
4. Any duly constituted General Meeting may have such numbers of sessions as is necessary in order to deal with the business for which it was called, without the need for the interval or notice referred to in no. 2 of this article. At the end of such sessions, the Chairman of the General Meeting shall fix the date, time and place at which the General Meeting will reconvene.
1. General Meetings shall be operative as soon as shareholders, whose shares correspond to at least a fifth of the share capital, are present of represented.
2. When a General Meeting has been called to alter the articles of association, to issue debentures or to increase or reduce the share capital, half the share capital shall be represented thereat.
3. When the number of shareholders present when a General Meeting as first called, is less than the quorum required by the preceding numbers, a second call shall be made and the General Meeting may meet with the shareholders present, whatever the share capital represented.
The Board of Directors
(Regarding the Board of Directors)
1. The Board of Directors shall be comprised by an uneven number of no less than five and not more than seven members.
2. The term of office of the members of the Board of Directors shall be three calendar years. The said term shall be renewable and the year in which the term of office commences shall be deemed to be a full calendar year.
3. The Chairman of the Board of Directors, shall be chosen by the General Meeting.
(Regarding the Executive Committee)
1. The Board of Directors shall delegate the routine management of the Company to an Executive Committee, which shall have three or five members according to management requirements and the number of members of the Board.
2. The Chairman and the Members of the Executive Committee shall be chosen by the Board of Directors, on the basis of nominations made by the Chairman of the Board.
3. The Board of Directors shall establish the powers and responsibilities of the Executive Committee in matters of the routine management of the Company and may, when necessary, delegate all powers and responsibilities, other than those expressly excluded by article 407 of the Commercial Companies Code, to it.
4. The Executive Committee shall, in principle, operate in the same way as is defined for the Board of Directors in article 21, without prejudice to such adaptations as the Board of Directors may decide to make to this form of working.
(The Powers and Responsibilities of the Board of Directors)
1. The Board of Directors shall:
a). Manage the Company s business and practise all acts and transactions in connection with the Company's objects, which do not fall within the powers and responsibilities of other governing bodies of the company;
b). Represent the Company in and out of court, with the power to discontinue, settle and make admissions in any legal proceedings and to make arbitration agreements;
c). Establish the technical and administrative organisation of the Company and the internal working rules thereof; d) Appoint mandataries, with such powers as it deems convenient, including the power to subdelegate;
d). Exercise such other powers and responsibilities, as are attributed to it by the General Meeting.
2. The Board of Directors may specially charge one or some of the Directors to be responsible for particular management areas.
(The Powers and Responsibilities of the Chairman of the Board of Directors)
1. The Chairman of the Board of Directors shall, in particular:
a). Represent the Board in and out of court;
b). Co-ordinate the work of the Board and distribute tasks among the directors, when appropriate by reason of management convenience;
c). Call and preside over Board meetings;
d). Have a casting vote.
2. When the Chairman is absent or subject to an impediment he or she shall be replaced by a member of the Board of Directors, who he or she has appointed for that purpose.
1. The Board of Directors shall establish the dates or the regularity of its ordinary meetings and shall meet extraordinarily, whenever called by the Chairman, by two directors or the Audit Committee.
2. The Board of Directors may not conduct business unless a majority of its serving members are present. The Chairman of the Board may, in cases of recognised urgency, dispense with the presence of the said majority, if it is assured by correspondence or proxy votes, in accordance with the provisions of the following number.
3. Votes by correspondence and proxy shall, without prejudice to the provisions of the preceding number, be permitted, although no director may represent more than one other director.
4. Decisions of the Board of Directors shall be taken by a majority of the votes cast.
(Binding of the Company)
1. The Company shall be bound:
a). By the signatures of two directors;
b). By the signature of a single member of the Board of Directors, to whom powers to do so have been delegated;
c). By the signature of mandataries appointed, within the ambit and in accordance with the terms of their mandate.
2. In matters of routine management, the signature of a single director shall suffice.
3. The Board of Directors made decide that certain company documents shall be signed by mechanical processes or stamps, in accordance with the terms and subject to the restrictions in the law.
(Rights of the members of the Board of Directors)
1. Members of the Board of Directors shall be entitled to the same social benefits as the company s employees, i.e. in the areas of medical care, the provision of medicines and retirement, widows and widowers pensions.
2. Time served as officers of the company or as employees thereof shall be counted as relevant service for the purposes of the provisions of the preceding paragraph.
3. Members of the Board of Directors shall receive a retirement supplement on terms to be defined in regulations approved by the General Meeting.
The Audit Committee
1. The Company shall be supervised by an Audit Committee with three serving members and one deputy member, elected triennially by the General Meeting, which shall appoint one of them as Chairman.
2. The General Meeting may, instead of appointing an Audit Committee, entrust the supervisory functions to a single Auditor, in which case, a deputy shall also be elected.
(Powers and Responsibilities)
The Audit Committee shall, in addition to the powers and responsibilities attributed to it by law, assist the Board of Directors with its opinion, whenever requested so to do.
(Meeting of the Audit Committee)
The Audit Committee, if any, shall meet ordinarily once a month in the office at the Company s registered office, and extraordinarily whenever two of its members deem this to be convenient, or when called by the Board of Directors.
The Salaries Committee
The Salaries Committee
1. The Company s officers shall be remunerated as decided by a Salaries Committee with three members, elected triennially by the General Assembly, who may be re-elected without restriction.
2. The Salaries Committee shall, when fixing salaries, take the responsibilities of the offices and the terms and onerousness of the exercise thereof into consideration.
Accounts and Application of Profits
The Company s financial year shall coincide with the calendar year.
(Application of the profits)
1. The General Meeting shall decide how the legally distributable net profits of each financial year, are to be applied. The General Meeting may, by an absolute majority, resolve to apply the net profits to reserves or dividends.
2. The General Meeting may resolve to award a sum, not exceeding 1% of the distributable profits in each financial year, to the members of the Board of Directors.
Dissolution and Liquidation
(Dissolution and liquidation)
1. The Company shall be dissolved when the shareholders so decide or when a fact, which is, by law, a cause of dissolution, occurs.
2. When the Company is dissolved, it shall be liquidated extrajudicially, in accordance with the Law and the decisions of the General Meeting.
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