SONAECOM, SGPS, S.A. Publicly Listed Company
Registered Office: Lugar do Espido - Via Norte - Maia
Tax number 502 028 351
Maia Commercial Registration Office
Share Capital: 230.391.627,38 Euros
Information on Resolutions taken at the Shareholders' Annual
General Meeting
Sonaecom, SGPS, S.A. hereby informs, under the terms and for the purposes of Paragraph 2.g of Article
249 of the Portuguese Securities Code and of Paragraph 3 of Article 8 of CMVM Regulation nr. 5/2008, that the following resolutions were taken at the Shareholders' Annual General Meeting held today:
1. To approve the Company's Annual Report and the Individual and Consolidated Accounts for the year ended 31 December 2014;
2. To approve the Board of Directors proposal to allocate the net income of Sonaecom Individual accounts, in the amount of 5.820.000,19 euros as follows:
i) 291.040,01 euros to legal reserves;
ii) 5.529.760,18 euros is paid to shareholders;
It was also approved that the total amount of 8.449.354,32 euros, from other reserves, is also paid to shareholders. Considering that it will not be possible to determine precisely the number of own shares that will be held by the company on the date of the abovementioned payment, without limiting the company's capacity for intervention, it was highlighted the following:
i) To each share issued will be paid the gross amount of 0,045 euros;
ii) The amount corresponding to the shares that belong to the Company itself on the day of the payment of the abovementioned amount (calculated on said unit amount of 0,045 euros per issued share) will not be paid to shareholders, but will instead be maintained in other reserves;
3. To approve a vote of appreciation and confidence in the work performed by the Board of Directors, Statutory Audit Board and Statutory External Auditor of Sonaecom, SGPS, S.A., during the year ended
31 December 2014;
4. To approve the following amendment and modification of Article 33 of the Company's Articles
of Association, by including a number 2 with the following wording:
"A percentage not higher than 5% of the financial year net result may be destined to directors' remuneration and to the attribution of bonus to Company's employees, under the terms decided by the Shareholders' General Meeting."
As a result of the amendment proposed above, Article 33 of the Company's Articles of
Association will have the following wording:
ARTICLE 33
Number One: The net results shown in the annual financial statements, after deduction of the amounts legally required to create or to add to the legal reserve, will be applied as determined by the Shareholders' General Meeting, which can distribute them totally or partially or transfer them to reserves.
Number Two:A percentage not higher than 5% of the financial year net result may be destined to directors' remuneration and to the attribution of bonus to Company's employees, under the terms decided by the Shareholders' General Meeting."
5. To approve the Remuneration Policy adopted for the members of the Statutory Governing Bodies and for Persons Discharging Managerial Responsibilities ("Dirigentes"), as well as Sonaecom's shares attribution plan, and respective Regulations to be applied by the Remuneration Committee, under the proposal previously disclosed.
6. To authorise the Board of Directors, over the next 18 months, to purchase and sale of own shares up to the legal limit of 10% as per the terms of the proposal presented by that body and previously disclosed.
7. To authorise the Board of Directors, over the next 18 months, and under the terms of Paragraph 2 of Article 325-B of Portuguese Company Law, the purchase and holding of shares of the Company by its controlled companies, as per the terms of the proposal presented by that body and previously disclosed.
Maia, 20 April 2015
The Market Relations Representative
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