![Cofina, sgps, sa informs notice convening the shareholders extraordinary general meeting on october 26, 2023, at 11:00 am notice of meeting](https://www.moneycontroller.it/upload/aziende/cofina-sgps-sa_20210408131350.png)
COFINA, SGPS, S.A.
Company issuing shares admitted to trading on a regulated market
Head Office: Rua Manuel Pinto de Azevedo, 818, Oporto
Share Capital: Euro 25,641,459
Registered at the Commercial Registry Office of Oporto
Sole registration and tax number 502 293 225
NOTICE OF MEETING
SHAREHOLDERS' EXTRAORDINARY GENERAL MEETING
(Translation of a document originally issued in Portuguese)
As required by the Portuguese Companies Code and Company's Articles of Association, the Shareholders of COFINA, SGPS, S.A. ("Company") are hereby convened to meet at the Shareholders' Extraordinary General Meeting, to be held at its head office in Rua Manuel Pinto de Azevedo, 818, Oporto, at 11:00 hours, on 26th of October 2023, with the following
AGENDA
Point One - Approval of the sale of all the shares representing the share capital and voting rights of its wholly owned subsidiary, Cofina Media, S.A., under item three or item four or item five of the agenda;
Point Two - Subject to (i) the approval of the proposed resolution under Point One of the Agenda; (ii) the completion of the sale, under the terms of Point Three or Four of the Agenda; and (iii) the conclusion of all relevant legal or arbitration proceedings in progress at Cofina SGPS, S.A.; approval of the dissolution and liquidation of Cofina, SGPS, S.A.;
Point Three - Subject to the approval of the proposed resolution on Point One of the Agenda, approval of the final offer ("best and final offer") submitted by Expressão Livre, SGPS, S.A., which was selected by the Board of Directors in first place;
Point Four - Subject to (i) the approval of the proposed resolution under Point One of the Agenda; and
- non-approvalof the proposed resolution on Point Three of the Agenda; approval of the final offer ("best and final offer") submitted by the Media Capital Group, which was select- ed by the Board of Directors in second place;
Point Five - Subject to (i) the approval of the proposed resolution of Point One of the Agenda; and (ii) the non-approval of any of the proposed resolutions on Points Three and Four of the Agenda; approval of a mandate to the Board of Directors of Cofina SGPS, S.A. to seek alternative proposal for the sale of the shareholdings held in Cofina Media, S.A.;
Point Six - Subject to the approval of one of the proposed resolutions under Point Three or Point Four of the Agenda, definition of the use to be made of the proceeds from the sale of the shareholdings held by Cofina SGPS, S.A. in Cofina Media, S.A., namely whether the shareholders oppose to the Board of Directors of Cofina SGPS, S.A., considering the opportunity and convenience of immediately start the process of actively seeking for alternative investments in the market, the shareholders may postpone the initiation of such process to a later date, particularly in view of the importance that the knowledge of possible decisions in relevant judicial or arbitration proceedings in progress in the sphere of the Cofina SGPS, S:A. may have in conducting and deciding on alternative investments.
Participation in the Shareholders' General Meeting and Exercising the Right to Vote
Shareholders shall be entitled to participate in the Shareholders' General Meeting, discuss and vote if they own at least one share at 00:00 hours of the Record Date, i.e. on the 19th of October 2023 (corresponding to the 5th trade day prior to the meeting). The exercise of voting right shall not be affected by the transfer of shares at any time after the Record Date nor shall it be dependent on their blocking between such date and the date of the Shareholders' General Meeting.
The share capital is divided into 102,565,836 shares without nominal value.
Every shareholder wishing to participate in the Shareholders' General Meeting shall state his/her intention in writing to the financial intermediary where the respective individual securities account is open, at the latest by 23:59 hours of the 18th of October 2023. This may be done by using the form available on the Company's website (www.cofina.pt) from the date of publication of this notice of meeting on.
The financial intermediary that is informed of its client's intention to participate in the Shareholders' General Meeting shall transmit this intention and send written information on the number of shares registered in the name of such shareholder, with reference to the Record Date, to the Chairman of the Shareholders' General Meeting until 23:59 hours of the 19th of October 2023. In order to do so, the financial intermediary may send it to the email address sede@cofina.pt.
Shareholders who, acting as professionals, hold shares in his/her/its own name but on behalf of his/her/its clients and wish to vote in different directions with his/her/its shares shall, apart from submitting the documents mentioned above, present to the Chairman of the Shareholders' General Meeting, until the 23:59 hours of the 19th of October 2023 by using sufficient and adequate means of proof, (i) the identification of each client and the number of shares entitled to vote on such client's behalf, as well as, (ii) the voting instructions given by each client for each point of the agenda.
The shareholders who, having stated their intention to participate in the Shareholders' General Meeting, sell the shares between the Record Date and the end of the Shareholders' General Meeting, shall immediately inform the Chairman of the Shareholders' General Meeting and CMVM (the Portuguese Securities Market Commission). Regarding the information to be sent to the Chairman of the Shareholders' General Meeting, the shareholders may send it to the email address sede@cofina.pt.
Right to apply for inclusion of items in the agenda, to submit proposals and to access information at the Shareholders' General Meeting
Pursuant to article 23-A of the Portuguese Securities Code, only shareholders holding shares corresponding to, at least, 2% of the Company's share capital are entitled to:
- Apply for inclusion of new items in the agenda, under the terms of article 378 of the Portuguese Com- panies Code, provided that this application is accompanied by a proposal to be submitted for each agenda item requested;
- Apply for inclusion of proposals in relation to items included in the notice of the meeting or added to the agenda.
Requests for inclusion of new items, as well as the proposals to be submitted and any accompanying in- formation, shall be addressed, in writing, to the chairman of the Board of the Shareholders' General Meeting in the five days following the publication of the notice, and shall be disclosed as soon as possible to the
shareholders, in the same way used to disclose this notice of meeting, no later than ten days prior to the date of the General Meeting.
Any shareholder has the right to obtain information at a Shareholders' General Meeting, under the terms of article 290 of the Portuguese Companies Code and may request true, complete and clear information to help him/her to form an informed opinion on the matters to be decided. The duty to provide information includes details of relations between the Company and its related companies. Any information included in the previous paragraph shall be given by the qualified statutory body and may only be withheld if its disclosure might cause serious harm to the Company or to a related company or violation of secrecy imposed by law.
Representation at the General Shareholders' Meeting
Shareholders may be represented by means of a written representation sent to the Chairman of the Shareholders ' General Meeting, by e-mail to sede@cofina.pt, or by delivery at the Company's head office latest by 23:59 hours of the 23rd of October 2023. On the date of publication of this notice of meeting, the Company will make available a power of attorney minute on its website (www.cofina.pt) that may be used for such purpose.
A shareholder may appoint different representatives for the shares held in different securities accounts, without prejudice to the principle of unit of voting set forth in article 385 of the Portuguese Companies Code.
Correspondence Voting
Votes by postal and electronic correspondence are allowed, as long as the Company has its shares admitted to trading in a regulated market.
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The vote declaration must be signed by the holder of the shares or by those who legally represent him/her, and the shareholder, if he/she is a natural person, must accompany the vote declaration with a certified copy of his/her identification document and, if it is a legal person, the signature must be recognized (by a notary, lawyer, or solicitor) as being in his/her capacity and with powers for the act.
The written declaration stating the shareholder's request to cast a postal vote must be delivered at the head office of the company, until the third business day before the scheduled date for the Shareholders' General Meeting, i.e. 23rd of October 2023, with the shareholders identification and addressed to the Chairman of the Shareholders' General Meeting, provided that, proof of share- holder quality is given with reference to the Record Date, under the terms and within the period set out above.
Vote declarations must (i) indicate the point or points on the agenda to which it relates, (ii) indicate the specific proposal to which it is addressed, with indication of that of the proposers, as well as (iii) contain the precise and unconditional indication the voting direction for each proposal.
Votes cast by correspondence count for the verification of the constitutive quorum of the Share- holders' General Meeting, and the result of the voting by correspondence in relation to each item on the agenda is disclosed in the point to which it relates.
The postal vote issued shall be deemed to be revoked, in the event of the presence, at the Shareholde rs' General Meeting, of the shareholder who issued it or of a representative designated by him.
If the vote declarations omit the vote in relation to proposals presented before the date on which these same votes were cast, this shareholder will be deemed to abstain from these proposals.
The votes by correspondence are considered as negative votes in relation to deliberation proposals submitted after the date on which these same votes were cast.
It is the responsibility of the Chairman of the Shareholders' General Meeting to check the conformity of the declarations of vote by correspondence, and the votes corresponding to declarations that are not accepted will be deemed as not cast.
It is the Company's responsibility to ensure the confidentiality of votes cast by correspondence until the time of voting.
Ballot papers for points on the agenda are available at the company's website (www.cofina.pt) from the date of the publication of this notice of meeting on.
- Voting by electronic correspondence must be received under conditions equivalent to voting by postal correspondence, regarding intelligibility, guarantee of authenticity, confidentiality and other formalities. For this purpose, shareholders must complete the ballot's papers available on the Company's website (www.cofina.pt) and send it to the email address sede@cofina.pt, with the ac- knowledgments being replaced by a digital signature. Only electronic mail votes received in the above-mentioned email until 23:59 hours of the 23rd of October 2023, will be considered valid. To exercise the right to vote by electronic correspondence, the shareholders must use voting ballots that, in a clear and unequivocal manner, express their voting sense. For this purpose, they must use the templates available on the website, and send them electronically as an attachment to the address sede@cofina.pt.
If this quorum is not reached on the scheduled date, the meeting is rescheduled for the 16th of November 2023, at the same time and place, when no minimum quorum will be required.
Personal data
The personal data of shareholders or their representatives communicated to COFINA will be used exclusively for the execution and management of the Shareholders' General Meeting that will take place on the day and time indicated in this Notice of Meeting.
Personal data will be collected and processed by COFINA for the exclusive purposes of holding the Share- holders' General Meeting in strict compliance with the General Regulation on Data Protection, being kept for a maximum period of 30 (thirty) days after collection or in accordance with a legal obligation that may determine the extension of this period.
It is hereby informed that the data owner will be granted the rights of access, rectification, elimination, limitation and opposition to the treatment and, for this purpose, the request must be addressed to the Compa- ny, through the email address sede@cofina.ptor by postal mail to the address of the company's registered office, located at Rua Manuel Pinto de Azevedo, 818, 4100-320 Porto.
The preparatory documents and information for the General Meeting, namely those provided in article 289(1) of the Portuguese Companies Code and in article 21-J(1) of the Portuguese Securities Code, will be made available to shareholders, as from the date of the publication of this Notice, at the Company's registered office, during office hours, as well on the Company's website - www.cofina.pt,
Chairman of the Shareholders' General Meeting:
Manuel Eugénio Pimentel Cavaleiro Brandão
Address: Rua Manuel Pinto de Azevedo, 818, 4100-320 Porto, Portugal
Phone: (+351) 228 346 500
Fax: (+351) 228 346 509
E-mail: sede@cofina.pt
Oporto, 4th October 2023
Chairman of the Shareholders' General Meeting
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(Manuel Eugénio Pimentel Cavaleiro Brandão)
Attachments
Disclaimer
Cofina SGPS SA published this content on 06 October 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2023 18:10:22 UTC.