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RNS Number : 9417D Galp Gas Natural Distribuicao, S.A. 24 October 2022
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Information on the change of the Company's corporate name
Lisbon, October 24, 2022
Floene Energias, S.A. ("Floene") informs that, on October 6(th), a
Shareholders Unanimous Written Resolution was approved, changing Galp Gás
Natural Distribuição, S.A.'s corporate name to Floene Energias, S.A. and the
consequential amendment of its by-laws, as follows:
Article One
The company adopts the name Floene Energias, S.A..
The consolidated wording of the new Floene's by-laws is attached to this
release.
This information is also available on the Floene website at: www.floene.pt
Investors Relations
Phone: +351 218 655 428
Email: ir@floene.pt
BY-LAWS
Floene Energias, S.A.
CHAPTER I
NAME, REGISTERED OFFICE AND PURPOSE
ARTICLE 1
Name
The company adopts the name Floene Energias, S.A..
ARTICLE 2
Head Office
1 - The company's head office is located in Lisbon, on Rua Tomás da Fonseca,
Torre C, parish of S. Domingos de Benfica.
2 - The Board of Directors may decide to move the Company's head office to any
other location in Portugal and may also decide to open or close any of its
branches, agencies, delegations, offices or other forms of representation
located in Portugal or abroad.
ARTICLE 3
Corporate Purpose
1 - The corporate purpose is to pursue activities in the energy sector,
particularly in the distribution of natural gas, including the provision of
business management support services in the fields of business, administration
and logistics, procurement and supplies, and information systems, comprising:
a) Back office and assistance services;
b) Services necessary for the programming and contracting of access to natural
gas transmission networks and transportation;
c) Services in the fields of engineering, consulting and technical assistance,
construction management, energy training and auditing, negotiation and
contracting of services, supplies, and building contracts;
d) Management and administration services, notably in the fields of taxation,
financing, risk, investment, marketing and advertising, quality and
environmental systems, health, and social welfare;
e) Any other additional or related activities.
2 - The Company may participate in other companies of whatever nature or
purpose, associations, consortiums, complementary corporate groups, European
economic interest groups, joint ventures or any other type of entity.
CHAPTER II
SHARE CAPITAL AND SHARES
ARTICLE 4
Share Capital
1 - The Company's share capital is of € 89,529,141 (eighty-nine million,
five hundred and twenty-nine thousand, one hundred and forty-one euros),
represented by 89,529,141 (eighty-nine million, five hundred and twenty-nine
thousand, one hundred and forty-one) shares with a nominal value of € 1.00
(one euro) each. The fully subscribed and paid up portion of the share capital
represents € 50,000.86 (fifty thousand euros and eighty-six cents), whereas
the capital in kind represents € 89,479,140.14 (eighty-nine million, four
hundred and seventy-nine thousand, one hundred and forty euros and fourteen
cents).
2 - The shares are registered book-entry shares.
ARTICLE 5
Own Shares
The Company may acquire, hold or dispose of its own shares, as and when
permitted by law.
ARTICLE 6
Amortisation of Shares
1 - The Company may redeem shares without reducing its capital stock, upon
decision of the General Meeting.
2 - The General Meeting may also decide to redeem shares with a reduction in
capital in the following cases:
a) When such shares are seized, confiscated, listed, included in bankrupt or
insolvent assets, or are generally at risk of being legally transferred;
b) When such shares are transferred or encumbered in breach of the
requirements established by these By-laws.
ARTICLE 7
Bonds and other Securities
1 - The Company may issue marketable securities of any type, including debt
securities, in accordance with the Portuguese or foreign law in force at the
time of issuance; it may also carry out legally permitted transactions using
its own securities and issue securities convertible into shares or with
subscription rights.
2 - The issue of bonds and other marketable securities, including debt
securities, of any type that are, or will become, legally permitted may be
decided by the Board of Directors, who will determine the amount and other
terms of their issuance.
CHAPTER III
CORPORATE BODIES
ARTICLE 8
Corporate Bodies
1 - The Company's corporate bodies are the General Meeting, the Board of
Directors, the Audit Board or the Statutory Auditor and the Corporate
Secretary.
2 - The members of the corporate bodies and of the General Meeting Board are
appointed for three-year terms and may be reappointed one or more times.
3 - The members of the corporate bodies and of the General Meeting Board are
remunerated in accordance with that determined by the General Meeting or by a
Remuneration Committee appointed by the General Meeting.
SECTION I
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 9
Composition and Convening of the General Meeting of Shareholders
1 - The General Meeting is composed of all shareholders with voting rights,
one share representing one vote.
2 - The General Meeting is convened under the terms and with the minimum
period of notice required by law.
ARTICLE 10
Quorum
1 - On the first convened date, the General Meeting may not gather without the
presence, or representation, of the majority shareholders, irrespective of the
issues on the agenda.
2 - On the second convened date, the General Meeting may deliberate
irrespective of the number of shareholders present or represented and the
percentage of share capital in attendance.
3 - The General Meeting decides by a majority vote, unless otherwise provided
by law and when the resolution is in respect of one of the following matters,
in which case it is required the approval of shareholders holding, at least,
80% of the share capital:
a) Declaration or distribution of dividends that is not in accordance with the
Company's distribution policy, and amortisation of shares without reduction of
the share capital;
b) Modification of the articles of association of the Company, except for
modifications resulting from share capital increases or reductions necessary
to comply with legal or regulatory obligations or to comply with the dividends
distribution policy of the Company or with the Company's financing mechanisms
agreed between the Shareholders;
c) Company's financial statement approval, when there are reservations by the
auditor;
d) Election of the Statutory Auditor or of the Audit Board, as applicable.
ARTICLE 11
General Meeting Board
The Board of the General Meeting is composed of a Chairperson and a Secretary.
SECTION II
BOARD OF DIRECTORS
ARTICLE 12
Composition
1 - The Board of Directors is composed by a fixed number between 6 and 12
Directors, elected by the General Meeting.
2 - The General Meeting elects the Chairman of the Board of Directors.
ARTICLE 13
Replacement
1 - In cases where the Chairman of the Board of Directors is absent or
prevented from attending, he or she is replaced and represented by whoever he
or she indicates.
2 - When a Director fails to attend three consecutive or five non-consecutive
meetings, without justification deemed acceptable by the Board of Directors,
he or she is declared permanently absent.
3 - In the event a Director is declared permanently absent, a replacement
Director will be appointed to serve for the remainder of the term of the
person replaced.
ARTICLE 14
Meetings
1 - The Board of Directors should meet at least once every trimester and,
additionally, whenever a meeting is called by the Chair or by two Directors.
2 - Directors can be convened in writing or by any other appropriate means
permitted by law.
3 - Decisions of the Board of Directors shall be valid only when a majority of
its members are present or represented at the Board Meeting.
4 - Decisions of the Board of Directors are arrived at by majority vote of the
Directors present or represented, vote by correspondence being permitted.
5 - Any Director may be represented at Board Meetings by another Director
provided a letter to this effect has been presented to the Chair; however,
each proxy instrument may only be used once.
ARTICLE 15
Delegation of Powers
The Board of Directors may delegate the Company's day-to-day management to an
Executive Committee or to one or more Directors.
ARTICLE 16
Binding of the company
The Company shall be legally bound before third parties by the following:
a) The joint signature of any two Directors;
b) If an Executive Committee exists, by the joint signature of two Directors,
at least one of whom must be a member of said Committee;
c) The signature of only one Director, when the Board of Directors has
expressly delegated the power to perform the act in question;
d) The signature of Company representatives, within the limits of the power of
attorney granted them by the Company.
SECTION III
SUPERVISION OF THE COMPANY
ARTICLE 17
Supervisory Body
1 - The supervision of the Company shall be entrusted to a Statutory Auditor
or a Company of Statutory Auditors, or an Audit Board, whichever is decided in
each election by the General Meeting.
2 - If there is an Audit Board, it is composed of three or five effective
members and one or two alternates elected in accordance with the legislation
in force, with the chairman designated by the General Meeting.
SECTION IV
COMPANY SECRETARY
ARTICLE 18
Appointment of the Corporate Secretary
1 - The Board of Directors may decide to appoint a Corporate Secretary.
2 - The Corporate Secretary is appointed for a term coinciding with the term
of the mandate of the Board of Directors and he or she may be assigned the
duties and responsibilities provided by law.
SECTION V
INFORMATION RIGHTS
ARTICLE 19
Information to Shareholders and Directors
1- The Board of Directors shall:
a) assure that the financial and accounting documentation of the Company is
maintained complete and accurate, according to the applicable law;
b) prepare a monthly management report of the Company, which includes the
balance sheet, income statements and cash flows statements of the Company and
its Subsidiaries and deliver copies of that report to the Shareholders as soon
as it is available and, in any case, within the thirty days following the end
of the month to which the report concerns (without prejudice to the
possibility of, at the request of the shareholders, and in order to comply
with its respective internal policies, including additional information); and
c) deliver to each shareholder, until the end of March of each year, audited
accounts of the financial year.
2. Subject to the applicable legal limitations, the shareholders which hold at
least 10% of the Company's share capital (without prejudice of the rights they
have under the applicable law) and Directors will be entitled to, upon
reasonably in advance request:
a) inspect the assets of the Company and Subsidiaries;
b) consult and get copies of documents related with the Company and
Subsidiaries, including corporate documentation and financial and accounting
statements;
c) discuss the activity, financial statements and accounts of the Company and
Subsidiaries with the responsible person for such matters, any person who is a
subordinate of that person or with the Company's auditor.
CHAPTER IV
ALLOCATION OF INCOME
ARTICLE 20
Financial Year Profits
1 - The profits of the financial year, established in accordance with the law,
are applied towards the constitution or reinforcement of the legal reserves
and the remainder, subject to applicable law, must be distributed to the
Shareholders.
2 - Shareholders may be granted advance payments on profits during the
financial year, provided all legal rules are respected.
CHAPTER V
DISSOLUTION AND LIQUIDATION
ARTICLE 21
Dissolution and Liquidation
1 - The Company shall be dissolved in the cases provided for by law or upon
the decision of the General Meeting, by a two-thirds majority of votes
corresponding to the Company share capital.
2 - Liquidation shall take place in accordance with the applicable law and the
decisions of the General Meeting.
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