GENERAL

MEETING

2023

PROPOSALS

Oliveira de Frades, 28 April 2023

GENERAL MEETING OF MARTIFER - SGPS, S.A.

25 May 2023

PROPOSAL REGARDING ITEM 1

(To resolve on the integrated management report, financial balance and individual and consolidated accounts as well as the remaining reporting documents of the Company for the year 2022, including the corporate governance report (with the remuneration report) and the sustainability report (with the consolidated non-financial information), together with the accounts legal certification documents and the report and opinion of the Audit Board)

It is proposed:

Appraise, discuss, and vote on the integrated management report, financial balance and individual and consolidated accounts as well as the remaining reporting documents for the year 2022, including the corporate governance report (with re remuneration report) and the sustainability report (with the consolidated non-financial information), together with the accounts legal certification documents and the report and opinion of the Audit Board.

Enclosed: Consolidated annual report, financial balance and on the individual and consolidated accounts for the year 2022 and the corporate governance report, remuneration report, the sustainability report, and the report and opinion of the Audit Board with regard to the year of 2022.

THE BOARD OF DIRECTORS,

WWW.MARTIFER.COM

This document in English is provided for informative purposes only. In the event of a discrepancy between the content of the English version and the original Portuguese version the latter shall prevail.

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

GENERAL

MEETING

2023

PROPOSALS

Oliveira de Frades, 28 April 2023

GENERAL MEETING MARTIFER - S.G.P.S., S.A.

25 May 2023

PROPOSAL REGARDING ITEM 2

(To resolve upon the proposal of allocation of the 2022 year-end results)

It is proposed:

The Board of Directors proposes to the General Meeting of Shareholders that the net result calculated in the separate financial statements in the amount of EUR 13,045,983.75 (thirteen million, forty-five thousand, nine hundred and eighty-three euros and seventy-five cents), for the year of 2022, be allocated to Retained Earnings, including to allocate to management and employees an amount of up to EUR 200,000.00 (two hundred thousand euros), as a share in the profits for the year (already included in net result for the year).

THE BOARD OF DIRECTORS,

WWW.MARTIFER.COM

This document in English is provided for informative purposes only. In the event of a discrepancy between the content of the English version and the original Portuguese version the latter shall prevail.

Martifer SGPS, SA | Sociedade Aberta | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

GENERAL

MEETING

2023

PROPOSALS

Oliveira de Frades, 28 Abril 2023

GENERAL MEETING OF MARTIFER - S.G.P.S., S.A.

25 May 2023

PROPOSAL REGARDING ITEM 3

(To carry out the general appraisal of the management and supervision of the Company)

It is proposed:

That the General Meeting congratulates itself with the way the managing and supervising of the company were performed during the year ended on the 31 December 2022, expressing a confidence and regard vote for the activity developed by those corporate bodies and by each of its members.

THE PROPOSING SHAREHOLDERS,

I'M SGPS, S.A.

MOTA ENGIL SGPS, S.A.

WWW.MARTIFER.COM

This document in English is provided for informative purposes only. In the event of a discrepancy between the content of the English version and the original Portuguese version the latter shall prevail.

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

GENERAL

MEETING

2023

PROPOSALS

Oliveira de Frades, 28 April 2023

GENERAL MEETING MARTIFER - S.G.P.S., S.A.

25 May 2023

PROPOSAL REGARDING ITEM 4

(Discuss and decide on the acquisition and disposal by the Company of own shares, as well as mandating the Board of Directors to execute the decisions taken under this point of the Agenda)

Whereas:

  1. The legal framework applicable to commercial companies in respect of acquisition and disposal of own shares pursuant articles 319º and 320º of the Portuguese Commercial Companies Code;
  2. The convenience of the company in being able to continue to make use, under the general terms, of the possibilities that are inherent to such kind of transaction;
  3. The convenience of these possibilities also to subsidiary companies as they may even be obligated to purchase or dispose of company's shares, in particular in the terms of the own issuing of securities, which, without prejudice of article 319º, n.º 3 of the Portuguese Commercial Companies Code, should also be addressed;
  4. Even if acquisition or sale occurs outside the framework of a company buy-back policy, it is considered good practice to comply with the rules set out in Regulation (EU) no. 596/2014 of the European Parliament and of the Council of 16 April 2014, and EU Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016;
  5. Regulation no. 5/2008 of the Portuguese CMVM, as amended, establishes certain duties of communication and disclosure concerning own shares transactions for companies with shares listed in regulated markets in Portugal;

It is proposed:

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

GM2023

  1. To approve the acquisition of own shares, including acquisition of rights or granting, either by the company or by any of its current or future subsidiaries, subject to a decision of the management body of the acquiring company, which may delegate on the executive committee, whenever such committee exists, or in the executive directors, in accordance with its capacity, under the following terms:
    1. Maximum number of shares to be acquired: with deduction of the disposals made, up to the limit of ten percent of the share capital, without prejudice of the amount required for fulfillment of the purchaser's obligations, arising either from law, contract, issuance of securities or contractual link to the fulfillment of the Company's "stock options" program, when it exists, and subject, if needed, to further disposal, within the legal terms, of the shares that exceed such limit;
    2. Term during which the acquisition may be made: eighteen months, as from the date of this resolution;
    3. Form of acquisition: subject to the terms and limits imperatively set forth in law, acquisition of shares as well as acquisition of rights or attribution of shares against payment, of any kind, either on the stock market or OTC, at any title, in particular through exchange, submitted, in accordance with the law, to the principle of equality of shareholders, or acquisition of any securities for, or by effect of, fulfilling an obligation arising either from law, contract, conversion or exchange of convertible or exchangeable securities issued by the Company or by a subsidiary, in accordance with the terms of the respective conditions of issuance or contracts entered into in relation to such conversion or exchange;
    4. Minimum and maximum consideration for the acquisition: the price of the onerous acquisition must be contained within an interval between the price of the best purchase offer (including) and the price of the best offer to sell (including) written in the orders book of the stock exchange where the Company's shares are listed for trade, at the moment of acquisition;
    5. Time of acquisition: to be determined by the management body of the acquiring company, which may delegate on the executive directors or the Executive Committee, whenever such committee exists, taking into consideration the situation of the securities market and the

Martifer - S.G.P.S., S.A. | Zona Industrial de Oliveira de Frades, freguesia e concelho de Oliveira de Frades | Matrícula na Conservatória do Registo Comercial de Oliveira de Frades sob o número único de Matrícula e de Identificação Fiscal 505 127 261 | Capital Social: 50.000.000 Euros

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Martifer SGPS SA published this content on 28 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 May 2023 13:42:11 UTC.