SHAREHOLDERS' ANNUAL GENERAL MEETING OF RAMADA INVESTIMENTOS E INDÚSTRIA, S.A.
TO BE HELD IN ITS HEAD OFFICE ON 28TH OF APRIL 2023
AT 11:30 HOURS
PROPOSAL
OF THE
BOARD OF DIRECTORS
CONCERNING
POINT TWO ON THE AGENDA
(translation of a document originally issued in Portuguese)
Ramada Investimentos e Indústria, S.A., as the holding company of the Group, recorded in its Separate Accounts prepared in accordance with the recognition and measurement principles of the International Financial Reporting Standards as adopted by the European Union, a net profit of 24,329,205 Euro, for which, under the legal and statutory terms, the Board of Directors proposes to the General Meeting the following appropriation:
Dividend Distribution | 21,025,996 |
Free reserves | 3,303,209 |
The proposed distribution of profits for the year will entail the payment of a gross dividend of 0.82 Euros per share.
Oporto, 6th of April 2023
The Board of Directors
PROMENDO INVESTIMENTOS, S.A.
SHAREHOLDERS' ANNUAL GENERAL MEETING OF RAMADA INVESTIMENTOS E INDÚSTRIA, S.A.
TO BE HELD IN ITS HEAD OFFICE ON 28TH OF APRIL 2023
AT 11:30 HOURS
PROPOSAL
OF
THE SHAREHOLDER
PROMENDO INVESTIMENTOS, S.A.
CONCERNING
POINT THREE ON THE AGENDA
(translation of a document originally issued in Portuguese)
PROMENDO INVESTIMENTOS, S.A., as shareholder holding 4,845,383 shares representing 18.90% of the share capital and voting rights of RAMADA INVESTIMENTOS E INDÚSTRIA, S.A., proposes to the shareholders that they express their confidence in the management and supervision of the company business in 2022, approving a vote of praise for and confidence in the way that the company business was managed and supervised during the 2022 financial year.
Lisbon, 6th of April 2023
-------------------------------------------------
The Board of Directors
Tax number 508 805 627
Share Capital: 1,001,500.00 €
Head Office: Edifício Ramazzotti, Avenida do Forte, N.º 6,
Piso 0, Porta 1.12, Salas F e G, 2790-072 Carnaxide
SHAREHOLDERS' ANNUAL GENERAL MEETING OF
RAMADA INVESTIMENTOS E INDÚSTRIA, S.A.
TO BE HELD IN ITS HEAD OFFICE ON 28TH OF APRIL 2023
AT 11:30 HOURS
PROPOSAL
OF
THE SHAREHOLDERS
LIVREFLUXO, S.A. AND 1 THING, INVESTMENTS, S.A.
CONCERNING
POINT FOUR ON THE AGENDA
(Translation of a document originally issued in Portuguese)
LIVREFLUXO, S.A., with its registered office in Rua Manuel Pinto de Azevedo, 818, 2nd Floor, Fraction D, Porto, with a share capital of € 55,500.00, corporate tax number 508795630, registered in the Commercial Registry Office of Oporto under the same number in its capacity as a shareholder holding 3,118,408 shares representing 12.162% of the share capital and of the voting rights of RAMADA INVESTIMENTOS E INDÚSTRIA, S.A. and 1 THING, INVESTMENTS, S.A., with its registered office at Rua Manuel Pinto de Azevedo, 818, Porto, with a share capital of € 77,334,456.00, corporate tax number 513782001, registered in the Commercial Registry Office of Oporto under the same number in its capacity as a shareholder holding 2,565,293 shares representing 10.004% of the share capital and of the voting rights of RAMADA INVESTIMENTOS E INDÚSTRIA, S.A., propose to the General Meeting to decide:
On the amendment of the wording of article 22, number 1 and eliminate numbers 2 and 3 of the same article of the Articles of Association of the Company, which will read as follows:
«Article 22
ONE - The mandate of the Statutory Bodies is 3 (three) years, and they may be re-elected once or more.
TWO - eliminated; THREE - eliminated.»
Oporto, 6th of April 2023 | |
The Sole Directors of the Shareholders, | |
By Livrefluxo, S.A. | By 1 Thing, Investments, S.A. |
_________________________________ | __________________________________ |
Domingos Matos | Pedro Borges de Oliveira |
SHAREHOLDERS' ANNUAL GENERAL MEETING OF
RAMADA INVESTIMENTOS E INDÚSTRIA, S.A.
TO BE HELD IN ITS HEAD OFFICE ON 28TH OF APRIL 2023
AT 11:30 HOURS
PROPOSAL
OF
THE SHAREHOLDERS
ACTIUM CAPITAL, S.A. AND CADERNO AZUL, S.A.
CONCERNING
POINT FIVE ON THE AGENDA
(Translation of a document originally issued in Portuguese)
ACTIUM CAPITAL, S.A., with its registered office in Rua Manuel Pinto de Azevedo, 818, Porto, with a share capital of € 50,000.00, corporate tax number 508824508, registered in the Commercial Registry Office of Oporto under the same number in its capacity as a shareholder holding 4,009,402 shares representing 15.64% of the share capital and of the voting rights of RAMADA INVESTIMENTOS E INDÚSTRIA, S.A. and CADERNO AZUL, S.A., with its registered office at Rua Manuel Pinto de Azevedo, 818, Porto, with a share capital of € 100,000.00, corporate tax number 508038596, registered in the Commercial Registry Office of Oporto under the same number in its capacity as a shareholder holding 5,300,000 shares representing 20.67% of the share capital and of the voting rights of RAMADA INVESTIMENTOS E INDÚSTRIA, S.A.,
propose to the Shareholders the approval of the following composition of the Board of the General Meeting, the Board of Directors, the Supervisory Board and the Remuneration Committee for the new mandate 2023 - 2025:
Board of the Shareholders' General Meeting
Chairman: | Manuel Eugénio Pimentel Cavaleiro Brandão |
Secretary: | Maria Conceição Henriques Fernandes Cabaços |
Board of Directors
Chairman: | João Manuel Matos Borges de Oliveira |
Members: | Paulo Jorge dos Santos Fernandes |
Domingos José Vieira de Matos | |
Pedro Miguel Matos Borges de Oliveira | |
Ana Rebelo de Carvalho Menéres de Mendonça | |
Laurentina da Silva Martins |
Supervisory Board | |
Chairman: | Carlos Manuel Portela Enes Epifânio |
Effective members: | Jorge Manuel de Sousa Marrão |
Ana Paula dos Santos Silva e Pinho | |
Substitute: | André Seabra Ferreira Pinto |
Remuneration Committee
Chairman: | João da Silva Natária |
Members: | Pedro Nuno Fernandes de Sá Pessanha da Costa |
André Seabra Ferreira Pinto |
We further propose that members of the Board of Directors and members of the Supervisory Board shall provide a guarantee (stand bond) for their responsibilities up to the amount of 250,000 Euro (two hundred and fifty thousand Euro) by any means permitted by the Portuguese Companies Act, and that members of the Board of Directors be authorised to hold positions on the Board of Directors of companies in which RAMADA holds, directly or indirectly, a controlling interest or in which a company holding a controlling interest in that company holds, directly or indirectly, a controlling interest, under the terms and for the effects of the article 21 of the Portuguese Securities Code, as well as in companies that have in their shareholder structure, at least, two shareholders with qualifying holdings coincident with the shareholders with qualifying holdings in RAMADA, without applying any restriction on their access to information under the terms and for the effects of paragraph 4 of Article 398 of Portuguese Companies Act.
We also proposed that the members of the corporate bodies be remunerated according to the terms established by the Remuneration Committee.
The information required by sub-paragraph d) of number 1 of Article 289 of Portuguese Companies Act, is hereto attached.
Oporto, 6th of April 2023 | |
The Sole Directors of the Shareholders, | |
By Actium Capital, S.A. | By Caderno Azul, S.A. |
_________________________________ | __________________________________ |
Paulo Fernandes | João Borges de Oliveira |
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Ramada Investimentos e Indústria SA published this content on 06 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 April 2023 17:33:08 UTC.