SHAREHOLDERS ASSEMBLY OF
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
29 May 2017
PROPOSAL CONCERNING ITEM 1 OF THE AGENDA
The Board of Directors proposes to the Shareholders:
To deliberate on the management report and separate financial statements regarding 2016
financial year, and to review the corporate governance report, as submitted.
Alfragide, 11 April 2017
The Board of Directors of
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
SHAREHOLDERS ASSEMBLY OF
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
29 May 2017
PROPOSAL CONCERNING ITEM 2 OF THE AGENDA
The Board of Directors proposes to the Shareholders:
To deliberate on the consolidated management report and consolidated financial statements
for the 2016 financial year, as submitted.
Alfragide, 11 April 2017
The Board of Directors of
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
SHAREHOLDERS ASSEMBLY OF
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
29 May 2017
PROPOSAL CONCERNING ITEM 3 OF THE AGENDA
PROPOSAL FOR PROFIT APPROPRIATION
The Net Profit for the year 2016 was Eur 3,219,895, and it was proposed that it be applied as
follows:
•
To increase Legal Reserve: Eur 160,995, corresponding to 5% of Net Profit
for the year;
•
For Retained Earnings: Eur 3,058,900.
With the approval of this proposal, the Legal Reserve will become Eur 15,077,124, still lower
than the legally established minimum of 20% of the Capital Stock.
The Board of Directors proposes that no dividends be distributed to Shareholders.
Alfragide, 11 April 2017
The Board of Directors of
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
SHAREHOLDERS ASSEMBLY OF
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
29 May 2017
PROPOSAL CONCERNING ITEM 4 OF THE AGENDA
It is hereby proposed that the Shareholders Meeting deliberate on the following:
-
Vote of confidence and praise to the Board of Directors for the activity conducted
during financial year 2016;
-
Vote of confidence and praise to the Audit Board for the activity conducted during
financial year 2016.
Alfragide, 26 April 2017
The Proponent Shareholders
SGC - SGPS, SA
SGC Investimentos, Sociedade Gestora de Participações Sociais, SA
SHAREHOLDERS ASSEMBLY OF
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
29 May 2017
PROPOSAL CONCERNING ITEM 5 OF THE AGENDA
The Salaries Committee hereby proposes to the Shareholders:
To approve the Statement issued by the Salaries Committee relating to the corporate bodies
remuneration policy, in the following terms –
“STATEMENT
The Remuneration Committee was appointed by the general meeting of Shareholders of 29
May 2015. Is composed of three independent members in respect of members of the boards of
administration and supervision of the company and is assigned the function of fixing their
remunerations.
In compliance with the legal and regulatory provisions regarding remuneration policy of the
governing bodies, convinced of the benefits of transparency in the setting of the remuneration
of the members of these bodies, the Commission understands determine, in terms set out
below, the general policy to be followed as regards the remuneration of the governing bodies,
which will be submitted to the approval of the general meeting of Shareholders –
A. - BOARD OF DIRECTORS
I.- Remuneration of directors with executive functions comprises (i) a fixed component that is
payable fourteen times a year and is defined as a function of the nature of duties performed
and of the levels of responsibility of each of the members, of the knowledge and experience
gained in performing such duties, as well as of analyses of external competitiveness, where the
general domestic market is the market of reference; (ii) a variable component paid on the year
following the year that it concerns, up to a maximum of six fixed components, supported by
criteria of individual, corporate and Group performance; at the end of the mandate, there can
be a reinforcement of the variable component, up to a maximum of eight fixed components,
provided the objectives of the mandate have been fulfilled and there has been an increase in
the Company’s value during the period of the mandate.
The fixed component has a maximum amount corresponding, for each position, to the average
remunerations paid, in the previous year, within the group of listed companies trading at
Euronext Lisbon.
The attribution of the variable component is conditioned to developments in the Group’s
economic and financial performance and to performance criteria based on clearly defined
objectives in line with priority areas of activity for each company / business, as well as on
competences in line with the Group’s values and management criteria.
Payment of the remuneration to directors, both in the fixed and variable components, can be
allocated between the Company and affiliated companies or entirely supported by the latter.
Directors shall not enter into any agreements, either with the Company, or with third parties,
the effect of which is to mitigate the risk associated with the variability of the remuneration
determined for them by the Company.
II.- Non-executive directors shall receive a fixed and regular remuneration, payable fourteen
times a year, and no variable remuneration component shall be attributed to them.
III.- There is no express or proposed agreement with each of the directors regarding the
enforceability or unenforceability of payments for the dismissal or termination of appointment
of board members. However, payment for dismissal or agreed termination of service cannot
exceed the amount of the remunerations that would likely be payable until the end of the period
of the mandate for which the director was elected, except in the case where a director’s work
contract is suspended under the applicable legal terms, in which situation the amount resulting
from the application of the relevant legal mechanisms will be paid.
B. - AUDIT BOARD
Members of the Audit Board receive a fixed retribution paid as an attendance ticket, for each
Audit Board meeting attended.
C. - STATUTORY AUDITOR
The Statutory Auditor shall be remunerated in accordance with the accounts review agreement.
The relevant remuneration shall be in line with market practices.
D. - BOARD OF THE GENERAL MEETING
The Chairman of the Shareholders Meeting receives a fixed retribution paid as an attendance
ticket, for each Shareholders Meeting he chairs”.
Alfragide, 1st March 2017
The Salaries Committee of
SAG GEST - Soluções Automóvel Globais, SGPS, SA
SHAREHOLDERS ASSEMBLY OF
SAG GEST – SOLUÇÕES AUTOMÓVEL GLOBAIS, SGPS, SA
Listed Company
29 May 2017
PROPOSAL CONCERNING ITEM 6 OF THE AGENDA
It is hereby proposed that the Shareholders Meeting deliberate on the following:
a) The acquisition of treasury stock, on the market, within the legal limitations provided for in
para. 2 of Art. 317º. of the Company Act, to take place within eighteen months from the relevant
deliberation date by the Shareholders Meeting, with the Board of Directors being mandated to
decide on the timeliness of the investment. The purchase price shall remain whithin a ten per
cent variation above or below the average stock price of the stock traded at Euronext Lisbon
during the week immediately preceding the envisaged acquisition of stock.
b) The sale of treasury stock, on the market, in the minimum amount of fifty shares and with
the maximum limit of shares that, at the time of the sale, are held by the Company, to take
place within eighteen months from the relevant decision by the Shareholders Meeting, the
Board of Directors being mandated to decide on the timeliness of the divestment. The minimum
sales price shall be a price above the average stock price of the stock traded at Euronext Lisbon
during the week immediately preceding the envisaged sale of stock.
Alfragide, 11 April 2017
The Board of Directors of
SAG GEST – Soluções Automóvel Globais, SGPS, SA