REG - Galp Gas SA - Change of Name

Subsea 7 SAAnnouncement

24/10/2022 19:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20221024:nRSX9417Da&default-theme=true

RNS Number : 9417D  Galp Gas Natural Distribuicao, S.A.  24 October 2022

-----

 

 

 

 

 

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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  CANDZLFLLBLFFBE