Banco Comercial Portugus SA: Portugus, SA, informs about the proposal under item 7 of the agenda of the Annual General Meeting
ANNUAL GENERAL MEETING OF BANCO COMERCIAL PORTUGUÊS,
PROPOSAL IN RELATION TO SECTION 7 OF THE AGENDA
The need to improve and update the statutes of the Bank, the Board of Directors submits to the General Meeting of Shareholders, the following proposal to amend the statutes of Banco Comercial Português, SA
That number 5 of article 5 be deleted, which had the following wording:
“5. Solely with regard to any capital increases likely to be decided by the Board of Directors after having obtained the favorable opinion of the Audit Committee, by a conversion of the credits that the State may hold by virtue of the execution of the guarantees provided for by law no. 60-A/2008, of October 20, which are legally considered capital increases in cash, the authorization provided for in nr. 1 has a maximum, autonomous and additional limit equal to twice the amount of the current share capital of the Bank or of the existing capital on the date of any renewals of this authorization and these possible increases, by conversion of State credits, do not may be considered for the use of the maximum amount established in nr. 1 and the shares to be issued may be preference shares, in accordance with legal provisions and the Bank’s statutes.“
Information note: Due to the successful recapitalization of the Bank process, you do not need this number.
Amendment to its no. 1 and 2, paragraph a) read as follows:
“1. Anyone who, directly or indirectly, acquires or disposes of an equal participation or greater than 5% of the Bank’s share capital, must report thereon to the Board of Directors within four trading days.
2. The provisions of the preceding paragraph apply to: a) Anyone who exceeds or reduces his participation with regard to the limits set the securities code concerning qualifying holdings; »
Concerning number 1, adapt the wording to the limits and methods provided for by the new wording of article 16 of the Securities Code;
Regarding paragraph, a) of number 2, delete the reference to the Legal Framework for Credit Institutions and Financial Companies which no longer contains requirements applicable to the actions that this number aims to regulate.
ARTICLE 9, new CHAPTER XI and new ARTICLE 47
The addition of a new number 3 to Article 9 (moving the current number 3 to number 4), to read as follows:
“3. The Bank appoints a secretary general and a deputy Company Secretary. 4. [Current no.3]”
The addition of a new Chapter XI, called:
“Chapter XI – Company Secretary“, with the consequent renumbering of chapters XI, XII and XIII to XII, XIII and XIV.
The addition of a new article 47 (renumbering of current articles 47 to 56, which will become articles 48 to 57), reading as follows:
Name and skills
“1. The Bank has a Secretary General and an Alternate Secretary Generalholder appointed by the Board of Directors.
2. In addition to the duties provided for by law, the Secretary General and his Deputy are responsible for: a) Certifying and disclosing, internally and externally, the content of the resolutions adopted by the various corporate bodies; b) Promoting, including with the supervisory authorities, all registrations that prove necessary and that the Bank is required to promote;
c) Certify the status and signature of members of corporate bodies, key holders of functions and agents of the Bank; d) Ensure and subscribe to responses to requests for information or clarification from supervisors and external auditors, whenever they are related to the composition, operation or resolutions adopted by corporate bodies or the governance model of the Bank and the Group, or of the respective members .
3. The term of office of the Secretary General and the Deputy Secretary is coincide with that of the Board of Directors.
Information note: The proposed amendment aims, by using the option provided for in Article 446-B of the Companies Code, to be specified in the Bank’s articles of association powers which, currently and by delegation of the Board of Directors and its Executive Committee, are stillexercised by the Secretary General of the Bank, thus making public of such attributions.
ARTICLE 9, CHAPTER X and ARTICLE 46
The amendment of the current no. 3 (new no. 4) of article 9, which will read as follows:
4. For the purposes of these articles of association, in addition to those mentioned in the preceding paragraphs, the Board of the General Meeting of Shareholders, the Board of Remuneration and Welfare and the Strategic Board are considered to be corporate bodies. Plank”;
This Chapter X is worded as follows: “Chapter X – Strategic advice“
This article 46 will read as follows:
“1. The Strategic Council is an advisory body and not– permanent body of the Bank, whose members are the Chairman and the Vice-Chairmen of the Board of Directors, as well as the Chairman of the Management Committee. The Board of Directors may, on a case-by-case basis, appoint up to five ad hoc members, chosen from among the representatives of qualified shareholders and other personalities of recognized value related to the topics which, at a given time, are the subject of an analysis by the Strategic Council and whose functions will cease at the same time as the end of the mandate of the Board of Directors.
2. Strategic Council meetings are chaired by the Chairman of the Board of Directors or, in his absence, by the Chairman of the Executive Committee.
3. The Strategic Council is responsible for evaluating, considering and issuing recommendations submitted to it by the Board of Directors.
4. The Strategic Council meets when convened by its Chairman or at the request of the Board of Directors.
5. The members of the Strategic Council who are not members of the Board of Directors will be remunerated by attendance cards, the value of which will be defined by the Remuneration and Welfare Committee.
Information note: Since it was found that the International Strategy Council, in the manner the same was regulated in the statutes of the Bank did not correspond to the function for which it was created, nor has it satisfied the needs for specialized advice which, in specific situations, the Council lacks, it is projected the respective transformation into an effective body for consultation and support of the Council in decisions specific, given that it only meets when its opinion is requested, in which case the Board may appoint ad hoc experts competent in the matters discussed.
The amendment of n. 3 of Article 15, which will read as follows:
“3. The sum of the variable remuneration elements of several directors, including the part of the long-term variable remuneration attributable to each financial year, which part, for this purpose, will be considered as the amount that can be allocated to each of the financial years to which it refers, starting from the first year and gradually completing the full amount if necessary until the last year to which it refers, must respect the legal limits and cannot exceed 200% of the respective fixed remuneration, nor 2% of the consolidated remuneration net income of the Group for the year to which the variable remuneration refers and the constitution and respective allocation must comply with the applicable rules, namely those relating to the carry forward, the balance between cash and other instruments, mechanisms of reduction and inversion.”
Information note: Clarify the way in which the Long-Term Variable Remuneration, which is calculated taking into account annual earnings but allocated only at the end of the mandate and, in the event of achievement of the objectives set, is calculated for the purposes of compliance with the applicable legal limits.
ARTICLE 37, CHAPTER IX, ARTICLE 44 and ARTICLE 45
The modification of the name of Chapter IX, as well as in all the articles mentioned above, the name of the Corporate Governance Committee,
Ethics and ethics, to the “Corporate Governance, Ethics and Sustainable Development Committee”, in the following terms:
That none. 1 of article 37, will read as follows:
“1. If the general meeting has not created these, the board of directors creates a Risk Assessment Committee, which will control and monitor the strategy and risk appetite, an Appointments and Remuneration Committee, to control and monitor issues related to the selection, evaluation and compensation policy for Corporate Bodies and employees, namely qualified senior managers and a corporate governance, ethics and sustainable development committee to monitor and control issues relating to the adoption of the best rules in terms of good governance, ethics and sustainable development.ability.”
This chapter IX will read as follows:
“Chapter IX – Corporate Governance, Ethics and Sustainable Development Committee“
This article 44 will read as follows:
“The Corporate Governance, Ethics and Sustainability Committee is made up of three to five directors who do not exercise executive functions.”
This paragraph a) of Article 45 shall read as follows: “a) Recommend to the Board of Directors the adoption of ethical policies and principles of social responsibility and best practices in corporate governance and principles of sustainability; »
That a paragraph d) be added to section 45, which shall read as follows: “d) Issue an opinion on the corporate governance report and on the sustainable development report.”
Information note: The proposed changes reflect the latest and best practices in corporate governance, showing the Bank’s relevance to sustainability themes.
The addition of a new digit 3 to Article 38 (renumbering of digits 3 to 8, which will become 4 to 9), reading as follows: