Meeting place: Hotel Ritz, Rua Rodrigo da Fonseca, no. 88, in Lisbon.
Date of the meeting: 29 May 2025.
Hour of the meeting: 3:30 p.m.
Officers of the General Meeting: Rui Pinto Duarte, Chairman; Luís Pessoa Gaspar, Secretary; Rui Gouveia, Company Secretary.
Constitutive quorum: Shareholders owning 73 501 487 shares, corresponding to 73 501 487 votes and 90.4411% of the company's share capital, were present or represented.
Order of Business (PDF):
Item 1: To resolve on the report and accounts at year end 2024, including the management report, the separate and consolidated balance sheet and accounts, the corporate governance report, which includes the remuneration report, and the consolidated non-financial statement (sustainability statement);
Item 2: To resolve on the proposal for allocation of profits;
Item 3: To assess in general terms the work of the Company's directors and auditors;
Item 4: To resolve on the election of the members of the Board of the General Meeting, the Audit Board, the Board of Directors, and the Remuneration Committee for the three-year period 2025-2027;
Item 5: To resolve on the election of the Statutory Auditor for the three-year period 2025-2027;
Item 6: To resolve on the remuneration of the members of the Remuneration Committee;
Item 7: To resolve on the proposal of remuneration policy for company officers; and,
Item 8: To resolve on the acquisition and disposal of own shares and bonds, pursuant to articles 319, 320 and 354 of the Companies Code.
Documents and reports submitted to the General Meeting:
Item 1: Proposal from the Board of Directors on the Management Report, the Financial Statements and other separate and consolidated accounts for the financial year of 2024, the corporate governance report, which includes the remuneration report, and the consolidated non-financial statement (sustainability statement) (PDF);
Item 2: Proposal from the Board of Directors on the allocation of profits (PDF);
Item 3: Proposal submitted by the shareholder Sodim, SGPS, S.A. regarding the performance of the Company's directors and auditors (PDF);
Item 4: Proposal from the Shareholder Sodim, SGPS, S.A. regarding the election of the members of the Board of the General Meeting, the Audit Board, the Board of Directors, and the Remuneration Committee for the three-year period 2025-2027 (PDF);
Item 5: Proposal from the company's Audit Board on the election of the Statutory Auditor
for the three-year period 2025-2027 (PDF);
Item 6: Proposal from the Shareholder Sodim, SGPS, S.A. regarding the remuneration of the members of the Remuneration Committee (PDF);
Item 7: Proposal from the company's Remuneration Committee on the proposal of remuneration policy for company officers (PDF); and,
Item 8: Proposal from the Board of Directors on the acquisition and disposal of own shares and bonds (PDF).
Resolutions adopted and voting results (*):
Item 1: Approval of the Management Report, the Accounts and other separate and consolidated financial statements for the financial year of 2024, the corporate governance report, which includes the remuneration report, and the consolidated nonfinancial statement (sustainability statement), by a majority of 73 478 496 votes in favour, corresponding to 99.969% of the share capital present or represented, with
14 233 votes against, corresponding to 0.019% of the share capital present or represented, and with the abstention of shareholders with shares corresponding to 8 758 votes and 0.012% of the share capital present or represented;
Item 2: Approval of the proposal submitted by the Board of Directors for allocation of profits, by unanimity of the votes of the shareholders present or represented;
Item 3: Approval of the proposal submitted by the shareholder Sodim, SGPS, S.A. regarding the performance of the Company's directors and auditors, by a majority of 73 492 599 votes in favour, corresponding to 99.988% of the share capital present or represented and with the abstention of shareholders with shares corresponding to 8 888 votes and 0.012% of the share capital present or represented;
Item 4: Approval of the proposal from the Shareholder Sodim, SGPS, S.A. regarding the election of the members of the General Meeting, the Audit Board, the Board of Directors and the Remuneration Committee for the three-year period 2025-2027 by a majority of 71 400 544 votes in favour, corresponding to 97.1416% of the share capital present or represented, with 2 100 280 votes against, corresponding to 2.8575% of the share capital present or represented, and with the abstention of shareholders with shares corresponding to 663 votes and 0.0009% of the share capital present or represented;
Item 5: Approval of the proposal from the company's Audit Board on the election of the Statutory Auditor for the three-year period 2025-2027 by unanimity of the votes of the shareholders present or represented;
Item 6: Approval of the proposal from the Shareholder Sodim, SGPS, S.A. regarding the remuneration of the members of the Remuneration Committee by a majority of 73 500 824 votes in favour, corresponding to 99.999% of the share capital present or represented, and with the abstention of shareholders with shares corresponding to 663 votes and 0.001% of the share capital present or represented;
Item 7: Approval of the proposal from the company's Remuneration Committee on the proposal of the remuneration policy for company officers by a majority of 73 484 908 votes in favour, corresponding to 99.977% of the share capital present or represented, and with 16 579 votes against, corresponding to 0.023% of the share capital present or represented; and
Item 8: Approval of the Board of Directors' proposal requesting authorization to acquire and dispose of own shares and bonds, by a majority of 73 499 141 votes in favour, corresponding to 99.997% of the share capital present or represented and with the abstention of shareholders with shares corresponding to 2 346 votes and 0.003% of the share capital present or represented.
(*) The percentage of the share capital present or represented remained unchanged from the start of the meeting until its closing.