Excerpt of Minutes no On the fourth day of May two thousand and ten,

Transcription

1 Excerpt of Minutes no On the fourth day of May two thousand and ten, at seventeen hours and ten minutes, at the head-office located on Estrada de Alfragide, number sixty seven, Alfragide, Amadora, the Annual Shareholders Meeting was held of SAG GEST Soluções Automóvel Globais, SGPS, SA, a listed company, with a share capital of one hundred and sixty nine million seven hundred and sixty four thousand three hundred and ninety eight euros, registered at the Amadora Registrar of Companies under the single registration and tax payer number The proceedings were presided over by the Chairman of the Shareholders Meeting, Lopo Roque de Pinho Cancella de Abreu, and Maria do Carmo de Almeida Janela Gomes Teixeira as Secretary. Maria do Carmo de Almeida Janela Gomes Teixeira The Chairman of the Shareholders Meeting confirmed through the signatures on the attendance list that three shareholders were represented who held 133,761,569 (one hundred and thirty three million, seven hundred and sixty one thousand five hundred and sixty nine) shares representing 78.79% (seventy eight point seventy nine per cent) of the share capital, corresponding to 87.43% (eighty seven point forty three percent) of the voting rights Also present were the following Board Directors: Esmeralda da Silva Santos Dourado, Carlos Alexandre Antão Valente Coutinho, Fernando Jorge Cardoso Monteiro, Rui Eduardo Ferreira Rodrigues Pena, José Maria Cabral Vozone, the Chairman of the Audit Board, João José Martins da Fonseca George and Voting Member Duarte Manuel Palma Leal Garcia, as well as Paulo Jorge Luís da Silva, representing the Statutory Audit Company Ernst & Young Audit & Associados - SROC, SA, and apologies were received from the remaining Directors and from the voting member of the Audit Board who were traveling on business The Chairman of the Shareholders Meeting then confirmed that the Meeting had been called by publishing of the legal announcement of the notice call, announcements on the Securities Commission s Information Divulgation System

2 (IDS) and on the NYSE Euronext website on 30 March de 2010, as well as on the Company s website since the date of the announcement on the Securities Commission IDS, on online announcements on the Ministry of Justice gateway on 31 March 2010 and on Listings Bulletin no of 1 April It was further announced that the legal call announcements, the attendance list, the evidence of shareholder or representative status, as well as the reporting documents concerning financial year two thousand and ten, and also the proposals and other documents submitted to the Shareholders Meeting were deposited in the folder pertaining to this Meeting which is deemed to be appended to these minutes, under the terms of Article 63 of the Commercial Company Act After declaring that the shareholders represented had presented the credentials that proved ownership of the said shares, the Chairman of the Shareholders Meeting confirmed that a quorum existed under the terms of paragraph one of Article 16 of the Company's By-laws and declared the session open with the following agenda: Deliberation on the management report and accounts regarding financial year 2009, and review of the corporate governance report; Deliberation on the consolidated management report and consolidated accounts for financial year two thousand and nine; Deliberation on the proposed allocation of earnings; General appraisal concerning the management and supervision of the Company; Deliberation on a proposal concerning changes to the memorandum of association under the following terms: amendment to Article 20; amendment to para. 6, Article Deliberation on the number of members of the Board of Directors Election of the Chairman of the Shareholders Meeting and of the Board of Directors for the four-year period Appointment of the Statutory Audit Company on the Audit Board s proposal Deliberation regarding the statement on the remuneration policy for company bodies and management prepared by the Salaries Committee

3 10 Deliberation on the acquisition and sale of treasury stock After the Chairman of the Shareholders Meeting submitted to discussion the first item in the agenda, the Chairperson of the Executive Committee, Esmeralda Dourado took the floor on behalf of the Board of Directors, to present a summary of the activities conducted in the previous year and commented briefly on the individual results of financial year 2009, to complement what was presented in the separate management report and in the corporate governance report, regarding which an additional information was presented under Point II.20 of the Securities Committee Regulation 7/2007, concerning the total sum paid as fixed remuneration during financial year two thousand and nine to members of the Board by Group companies and which totaled EUR 1,013, (one million thirteen thousand six hundred and fifty three euros and ninety eight cents) The Chairman of the Shareholders Meeting opened a period for intervention by shareholders both present or represented as well as by corporate body members, but since no one wanted to take the floor, the Chairman of the Shareholders Meeting submitted the Management Report and the Separate Accounts showing a positive result of 5,211,912 (five million two hundred and eleven thousand nine hundred and twelve euros) to a vote, and both documents were approved unanimously. Going into the second item in the agenda, the Chairman of the Shareholders Meeting gave the floor once again to Esmeralda Dourado, who commented briefly on the consolidated results of the financial year 2009, in addition to what was presented in the consolidated management report Since no one else wished to take the floor, the Chairman of the Shareholders Meeting submitted the Management Report and the Consolidated Accounts showing a negative net result of 6,910,378 (six million nine hundred and ten thousand, three hundred and seventy eight euros) to a vote, and both documents were approved unanimously The Chairman of the Shareholders Meeting then announced to the Shareholders that item three of the agenda concerning the Proposal on Allocation of Earnings which had been presented by the Board of Directors was going to be discussed and voted on, and proceeded to reading it in its entirety:

4 The Net Profit achieved in the financial year two thousand and nine was positive in 5,211,912 (five million, two hundred and eleven thousand, nine hundred and twelve euros), which is proposed to be distributed as follows: (i) Legal Reserve (5%) - EUR 260,600 (two hundred and sixty thousand and six hundred euros); Retained Earnings - EUR 4,951,312 (four million nine hundred and fifty one thousand, three hundred and twelve euros) The proposed allocation of earnings was then submitted to a vote and approved unanimously by the Shareholders Within item four of the agenda, the Chairman of the Shareholders Meeting made and submitted to the Meeting two motions, namely a motion of confidence and praise to the Board of Directors and to each of its members, and a motion of confidence and praise to the Audit Board and to each of its members. Both motions were voted on separately and unanimously approved by the Shareholders The Chairman of the Shareholders Meeting then introduced the fifth item on the agenda stating that a proposal signed by the Board of Directors had been submitted to the Shareholders for changes to the memorandum of association, namely a change to Article 20 and a change to para. 6 of Article 21, after which he read the said proposal in full: It is hereby proposed that shareholders deliberate on a change to the memorandum of association with the aim to alter Article 20 and Article 21, para. 6, to the following terms: Delegation of Management Powers Without prejudice to its legal and statutory rights and within legal limitations, the Board of Directors may delegate the current management of the Company to one or more directors, or to an Executive Committee Article Meetings and Deliberations ( ) Six - Directors who fail to attend more than half of the meetings held in the course of a financial year and who do not provide an acceptable justification to the management body incur in a situation of definitive absence

5 ( ) The Chairman of the Shareholders Meetings then invited a representative of the Board of Directors to present the proposal Since none of those present wished to take the floor, the Meeting moved on to voting on proposal regarding Item 5 of the Agenda, which was unanimously approved by the Shareholders Moving to the sixth item on the agenda, the Chairman of the Shareholders Meeting stated that a proposal signed by shareholders SGC SGPS, SA and SGC Investimentos Sociedade Gestora de Participações Sociais, SA had been submitted to the Shareholders concerning the establishment of the number of members in the Board of Directors for the 4-year term ( ), which read as follows: Under the terms of no. 1 of Article 18 of the By-laws of SAG GEST Soluções Automóvel Globais, SGPS, SA, it is hereby proposed that the Board of Directors comprise eight members during the (two thousand and ten two thousand thirteen) four-year period Since none of those present wished to take the floor, the Meeting moved on to voting on proposal regarding Item 6 of the Agenda, which was unanimously approved by the Shareholders The Chairman of the Shareholders Meeting then introduced item seven of the agenda concerning the Election of the Board of the Shareholders Meeting and the Board of Directors for the (two thousand and ten to two thousand and thirteen) four-year period Under Proposal I of Point 7 of the Agenda, the Chairman of the Shareholders Meeting submitted to discussion the proposal signed by shareholders SGC SGPS, SA and SGC Investimentos Sociedade Gestora de Participações Sociais, SA concerning the election of the Board of the Shareholders Meeting for the (two thousand and ten to two thousand thirteen) 4-year term, appointing as Chairman of the Shareholders Meeting Lopo Roque de Pinho Cancella de Abreu. - Since none of those present wished to take the floor, the Chairman of the Shareholders Meeting then asked the Shareholders attending whether there

6 should be a secret vote. Since the secret vote procedure was waived, the Meeting moved on to voting on Proposal I of Item 7 of the Agenda, which was unanimously approved by the Shareholders present or represented The Chairman of the Shareholders Meeting then submitted to appraisal Proposal II of Item 7 of the Agenda concerning the sole list that was presented, signed by Shareholders SGC SGPS, SA and SGC Investimentos Sociedade Gestora de Participações Sociais, SA, for election of the members of the Board of Directors for the (two thousand and ten to two thousand thirteen) 4-year period, comprising João Manuel de Quevedo Pereira Coutinho, Carlos Alexandre Antão Valente Coutinho, Esmeralda da Silva Santos Dourado, Fernando Jorge Cardoso Monteiro, José Maria Cabral Vozone, Luís Miguel Dias da Silva Santos, Pedro Roque de Pinho de Almeida and Rui Eduardo Ferreira Rodrigues Pena The Chairman of the Shareholders Meeting then asked those present whether there should be a secret vote, and the Meeting expressed their intention to waive that procedure. The proposal under review was submitted to a vote and approved unanimously by the Shareholders who were present or represented Under item eight of the agenda, the Chairman of the Shareholders Meeting submitted to the Shareholders the proposal made by the Audit Board regarding the appointment of Ernst & Young Audit & Associados SROC, SA (SROC no. 178), represented by Paulo Jorge Luís da Silva (CPA no. 1334) as Official Audit Company. Following a review, the said proposal of appointment of Ernst & Young Audit & Associados - SROC, SA, as Audit Company under the terms of Article 25 of the Company s By-laws to perform duties in two thousand and ten was unanimously approved Moving to the ninth item of the agenda, the Chairman of the Shareholders Meeting submitted to the Shareholders appraisal the Statement dated 26 March 2010 and issued by the Salaries Committee concerning the Remuneration Policy of the corporate bodies and management, which reads as follows: STATEMENT

7 Considering the benefits of transparency and of legitimization of the establishment of the remuneration policy for its corporate and managerial bodies, such policy of remuneration and compensation of social bodies and other managers is hereby determined as per the following terms and will be submitted to the approval of the Shareholders Meeting; EXECUTIVE DIRECTORS Remuneration of directors with executive functions comprises (i) a fixed component that is defined as a function of the levels of responsibility of each of the members and 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 and which is defined according to individual, business and Group performance criteria The attribution of the variable component is also 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 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 NON-EXECUTIVE DIRECTORS Non-executive directors shall receive a fixed and regular remuneration, and no variable remuneration component shall be attributed to them, since their intervention on the Board of Directors is based on their vast professional experience which represents a valuable source of knowledge for the Group FIRST LEVEL MANAGEMENT POSITIONS The compensation policy for SAG s managers is based on fixed and variable components In what regards the fixed remuneration, its aim is to duly compensate the responsibility inherent to the functions carried by first level management positions.- For the establishment of fixed compensation thresholds, SAG bases itself on

8 internal fairness analyses and external competitive analyses. The market of reference for the external competitiveness analysis is the general domestic market As for the variable component, it is of short-term nature, i.e., it is on an annual basis and supported by individual, business and Group performance criteria. The attribution of the variable remuneration is always conditioned to the presentation of results and to performance criteria that have been expressly established and defined, as well as to each manager s individual motivation. The limit of the amount of the variable component is the amount of the annual fixed component. The Group has an internal performance management system GPS Global Performance System. GPS is a process of continuous evaluation which involves three stages, namely, (i) establishment of targets, (ii) monitoring of execution and (iii) final evaluation, and it is based on clearly defined objectives and 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 AUDIT BOARD Members of the Audit Board receive a fixed retribution paid as an attendance ticket, for each Audit Board meeting attended BOARD OF THE SHAREHOLDERS MEETING The Chairman of the Shareholders Meeting receives a fixed retribution paid as an attendance ticket, for each Shareholders Meeting he chairs The Chairman of the Shareholders Meeting opened a period for discussion of the above statement by the Company s Salaries Committee concerning remuneration of members of corporate bodies and management which had been prepared by the Salaries Committee, and the representative of shareholder State Street Bank and Trust Company as custodian of the California Public Employees Retirement System fund signaled their disapproval regarding the said statement. The said proposal was then put to a vote and was approved by a majority of the Shareholders that were present or represented (87,32% of voting rights issued were in favor of the proposal, and 0.10% of the voting rights issued were against). -

9 Moving to the tenth item of the agenda, the Chairman of the Shareholders Meeting announced that a proposal had been submitted for review by the Shareholders regarding the acquisition and sale of stock, and invited a member of the Board of Directors to present the said proposal. José Vozone took the floor to present the said proposal which read as follows: a) Acquisition of treasury stock within the legal limits provided for in para. 2 of 2 of Article 317º. of the Company Act, on the market or over the counter, for the minimum unit price of 1.00 (one euro and fifty cents) and the maximum unit price of 2,50 (two euros and fifty cents), to take place within twelve 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 b) The sale of treasury stock, on the market or over the counter, in the minimum amount of 50 (fifty shares) and with the maximum limit of shares that, at the time of the sale, are held by the Company, for the minimum unit price of 1.00 (one euro), to be made within twelve months from the relevant decision by the Shareholders Meeting, the Board of Directors being mandated to decide on the timeliness of the divestment José Vozone briefly described the background of the said proposal, pointing out that the actual acquisition or sale of treasury stock would be decided by the Board of Directors following an evaluation of the relevant timeliness Since none of those present wished to take the floor, the Meeting moved on to voting on proposal regarding Item 10 of the Agenda, which was unanimously approved by the Shareholders ( ) With no further business to be discussed, the meeting adjourned at seventeen hours and thirty-five minutes The following minutes were drawn up for the record and will be signed by the Chairman and by the Company Secretary Maria do Carmo Gomes Teixeira, Company Secretary of SAG GEST Soluções Automóvel Globais, SGPS, SA, certifies, under the terms of paragraph 1f) of Article 446-B of the Company Act that this excerpt of Minutes no. 42 of the Shareholders Meeting of SAG GEST Soluções Automóvel Globais, SGPS, SA, is true and up-

10 to-date and that the remaining part of the said Minutes does not contain anything that could amplify, restrict, alter or condition the herein certified excerpt Company Secretary Maria do Carmo Gomes Teixeira