Galp Energia SGPS SA: informs about the convocation, the points on the agenda and the modalities of the 2022 Annual General Meeting

Galp

Notice to

Participation Information

Convene

at the annual general meeting

annual general meeting

April 29, 2022

Galp

Notice to

Participation Information

Convene

at the annual general meeting

Index

Notice of meeting ___________________________________________________________________ 3

Information on participation in the General Meeting ___________________________________ 5

Motions for resolutions ______________________________________________________________ 10

Notes on motions for resolutions _________________________________________________________________ 10

Proposals ___________________________________________________________________________________________ 13

Corporate governance _______________________________________________________________ 21

Governance model ________________________________________________________________________________ 21

Social organizations _________________________________________________________________________________ 23

Remuneration policy_______________________________________________________________________________ 28

Shareholding structure_______________________________________________________________ 29

Galp

Notice to

Participation Information

Convene

at the annual general meeting

annual general meeting

April 29, 2022 10 a.m. (WEST)

Notice of Meeting

Preamble

This notice of meeting is published on April 5, 2022, at a time when Portugal is still dealing with the public health emergency caused by the disease COVID-19, which the World Health Organization has classified as a global pandemic.

Consequently, it was considered that the holding of a general meeting with the physical presence of the shareholders or their representatives, even if it is not contrary to the legislation in force and to the public health situation, could contradict the duties to protect the health of shareholders, employees and members of corporate bodies given the high level of uncertainty that still exists today. Unless otherwise provided in the Articles of Association, the Annual General Meeting may be held entirely by telematic means, in accordance with Article 377, paragraph 6, point b) of the Portuguese Companies Code, in the same way as the previous year.

Unless otherwise provided by the articles of association, the method of casting votes may be determined by a decision of the chairman of the general meeting and, pursuant to article 384, paragraphs 8 and 9, of the Portuguese Companies Code and article 22 of the Portuguese Securities Code, this can be done by prior electronic correspondence.

In order to ensure the broadest conditions for exercising the right to vote electronically, the deadline for doing so runs until the end of the business day immediately preceding the General Meeting. Shareholders who hold, on a professional basis, shares in Galp’s share in the capital in their own name but on behalf of clients, must ensure that they have the voting instructions of each client to vote electronically. Without prejudice to the foregoing, shareholders who have exercised their voting rights as described above may modify their voting intention at the General Meeting, according to the procedures better described below.

Finally, the shareholders’ right to information during the General Meeting, provided for in article 290 of the Portuguese law Company Code, may also be exercised in this extraordinary situation, electronically from the publication of this notice of meeting until the end of the second business day immediately preceding the annual general meeting.

Galp

Notice to

Participation Information

Convene

at the annual general meeting

Notice of Meeting

The Galp E General Assemblynergia, SGPS, SA (“Company”) is convened, in accordance with applicable law and Internal Regulations, will meet on April 29, 2022, at 10:00 a.m. (WEST), by telematic means only, with the following agenda:

  • 1. Decides to ratify the cooptations of Teresa Alexandra Pires Marques Leitão Abecasis, Javier Cavada Camino and Georgios Papadimitriou as members of the Company’s Board of Directors, to complete the current mandate (2019-2022).

  • 2. Decide on the election of a member of the Company’s Board of Directors, to complete the current term (2019-2022).

  • 3. Resolves on the integrated management report and on the individual and consolidated financial statements for the year 2021 as well as on the other reporting documents, including the report on corporate governance (which includes information on remuneration) and the consolidated non-financial information, as well as the documents for the legal certification of the accounts and the opinion and activity report of the accounts committee.

  • 4. Decide on the proposal for awarding the 2021 results.

  • 5. Carry out a general evaluation of the Board of Directors, the Control Commission and the Auditor, for the year 2021, in accordance with Article 455 of the Portuguese Companies Code.

  • 6. Decide on the proposal relating to the compensation policy for members of the management and supervisory bodies and members of the Board of the General Meeting for 2022, submitted by the Compensation Committee.

  • 7. Decides to authorize the Board of Directors to acquire and sell its own shares and bonds.

  • 8. Solve the reduction of the share capital of the Company up to 9% of its current share capital by cancellation of own shares.

The preparatory information for the Ordinary General Meeting required under Article 289 of the Portuguese Companies Code and Article 21-J of the Portuguese Securities Code is attached hereto and forms an integral part of this notice of meeting. It includes information on the terms and conditions for participating, representing and voting at the General Meeting, adding new items to the agenda and submitting proposals, as well as proposed resolutions and corporate governance information.

The aforementioned preparatory information for the General Meeting, as well as the reporting documents, are available from the date of publication of this notice of meeting on the Company’s website at the address https://www.galp.com/corp/en/investors/information-to-shareholders/general-shareholders-meetings,as well as on the website of the Comissão do Mercado de Valores Mobiliários(www.cmvm.pt). Shareholders can also send an e-mail to [email protected] requesting this information.

Lisbon, April 5, 2022.

Chairman of the Bureau of the General Assembly

Ana Perestrelo de Oliveira

Galp

Notice to

Participation Information

Convene

at the annual general meeting

Information on participation in the Annual General Meeting

1. Key dates

April 29, 2022, 10 a.m. (WEST)

Record date: April 22, 2022

Before April 21, 2022, 11:59 p.m.

(WHERE IS)

Before April 22, 2022, 11:59 p.m.

Before April 28, 2022, 11:59 p.m.

(WHERE IS)

(WHERE IS)

Receipt of declarations issued by shareholders intending to participate or be represented at the General Meeting, sent by e-mail to financial intermediaries

Receipt of declarations issued by financial intermediaries indicating the number of shares registered in the name of each shareholder

Receipt of power of attorney letters by e-mail

Reception by e-mail of declarations issued by shareholders who, in a professional capacity, hold shares in their own name but on behalf of clients and intend to vote differently from theirs

2. Participation in the Annual General Meeting

Receipt of electronic votesGalp shareholders have the right to participate, discuss and vote in advance at the Annual General Meeting of April 29, 2022 at 10 a.m. (WEST), exclusively by telematic means, provided that the following cumulative conditions are met:

  • until 12:00 a.m. (WEST) on April 22, 2022 (the Registration Date), corresponding to 5and trading day preceding the General Meeting, they hold at least one share with voting rights;

  • until April 21, 2022 at 11:59 p.m. (WEST), they have declared by e-mail to the financial intermediary with which the individual registered account is opened, their intention to participate in the General Meeting of April 29, 2022. They may, for this purpose, use the forms available on the Galp website at the address https://www.galp.com/corp/en/investors/information-to-shareholders/general-shareholders-meetings.

  • the relevant financial intermediary, after having been iinformed of his client’its intention to participate in the General Meeting of April 29, 2022, in accordance with paragraph b) above, has sent to the Chairman of the Board of the General Meeting no later than April 22, 2022 at 11:59 p.m. (WEST), information on the number of registered shares at his client name, at 12:00 a.m. (WEST) of the date of record.

The exercise of these rights is not affected by the transfer of the shares after 00:00 (WEST) on the Record Date, nor does it depend on the blocking of the shares between this date and the date of the Annual General Meeting.

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