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Trend of Key Indicators - Efacec

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General Shareholder’s Meeting<br />

The Chairman <strong>of</strong> the Board <strong>of</strong> the General Shareholders’ Meeting shall have the necessary human and logistical<br />

resources at his/her disposal. This effectively consist <strong>of</strong> the support <strong>of</strong> the legal and administrative services to<br />

prepare each General Shareholders’ Meeting, including all the associated logistics<br />

The General Shareholders’ Meeting is made up <strong>of</strong> Shareholders, who, fi ve days prior to the designated date <strong>of</strong> the<br />

meeting, can prove that they are owners <strong>of</strong> at least one hundred shares, registered, and deposited in their name, in<br />

accordance with Portuguese legislation. Pursuant to article 20(5) <strong>of</strong> the articles <strong>of</strong> association, the period in advance<br />

for the blocking <strong>of</strong> shares is fi ve business days when the meeting is suspended.<br />

Each share corresponds to one vote.<br />

The General Shareholders’ Meeting decisions are taken by a majority vote <strong>of</strong> those Shareholders present or<br />

represented, except in cases when the law or the articles <strong>of</strong> association demand a greater number <strong>of</strong> votes.<br />

As a result <strong>of</strong> the takeover bid concluded in 2006, the Company was informed <strong>of</strong> a shareholder’s agreement between<br />

the shareholders participating in that bid, who were already the Company’s majority shareholders. In that agreement<br />

they committed to coordinate the exercise <strong>of</strong> their voting rights in the Company with regard to certain key issues.<br />

Composition <strong>of</strong> the General Shareholders' Meeting<br />

The General Shareholders' Meeting is made up <strong>of</strong> a Chairman and a Secretary:<br />

Miguel Côrte-Real - Chairman<br />

Pedro da Costa Mendes - Secretary<br />

There was one ordinary General Meeting in 2009, at which the entirety <strong>of</strong> the share capital <strong>of</strong> the Company was<br />

represented.<br />

The remuneration <strong>of</strong> the Chairman <strong>of</strong> the Board <strong>of</strong> the General Shareholders’ Meeting during 2009 amounted to<br />

EUR 2,500.<br />

The Company’s Dividend Distribution Policy<br />

The Board <strong>of</strong> Directors <strong>of</strong> EFACEC Capital, S.G.P.S., S.A. has always viewed the dividend distribution as a continuous<br />

and progressive incentive to investment in the group and its competencies.<br />

Thus, dividend distribution proposals were submitted for approval to previous Annual General Shareholders’ Meetings<br />

in the light <strong>of</strong> the following criteria:<br />

i) Future internal capacity to generate cash fl ow;<br />

ii) the investment outlook and fi nancing needs;<br />

iii) the stability and growth <strong>of</strong> the payout ratio.<br />

In accordance with the Company Articles <strong>of</strong> Association, the net pr<strong>of</strong>i ts for the year will be distributed in the following<br />

way:<br />

i) at least 5% to the legal reserve while it has not been completed or whenever it needs to be reincorporated;<br />

and<br />

ii) the remainder in whatever way is decided by a simple majority vote <strong>of</strong> the shareholders at the Annual<br />

General Meeting.<br />

The total dividends distributed by the Company for the 2008 fi nancial year amounted to EUR 17,750,000, with EUR<br />

6,034,000 paid out in the second-half <strong>of</strong> 2008 as interim dividends.<br />

EUR 7,284,000 was paid out in the second-half <strong>of</strong> 2009 as interim dividends for the 2009 fi nancial year.<br />

19<br />

2009 Management Report and<br />

Consolidated and Individual<br />

Financial Statements

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