TIDM46MR
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 EUR 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 EUR
1.00 (one euro) each. The fully
subscribed and paid up portion
of the share capital represents
EUR 50,000.86 (fifty thousand
euros and eighty-six cents),
whereas the capital in kind
represents EUR 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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END
CANDZLFLLBLFFBE
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