PORTUGAL Law and Practice Contributed by: Susana Braz, Jaime Costa and Tomás Simões, Santiago Mediano e Associados, SP, RL
Quorum for shareholders’ meetings • On first call, any number of shareholders pre - sent or represented may deliberate, except when by-laws provide otherwise or when the meeting is to decide on: (a) an amendment to the by-laws; (b) a merger, demerger, transformation, or dissolution of the company; and (c) other matters for which the law requires a qualified majority without specifying its extent. • On second call, there is no minimum quorum requirement. The venue of the meetings • Meetings are held at the registered office or, if space is inadequate, elsewhere in Portugal chosen by the chairperson. • Unless the articles provide otherwise, meet - ings may be held by electronic means. Shareholders may also pass unanimous written resolutions or hold a universal meeting without prior formalities when all are present and agree to meet and resolve. 5.4 Shareholder Claims Shareholders may bring claims against the com - pany or its directors as mentioned in 4.8 Conse- quences and Enforcement of Breach of Direc- tors’ Duties . 5.5 Disclosure by Shareholders in Publicly Traded Companies According to the CVM, shareholders in publicly traded companies must notify the issuer and the CMVM in the event their holding exceeds or falls below the thresholds of 5%, 10%, 15%, 20%, 25%, one-third, 50%, two-thirds and 90% of the voting rights corresponding to the share capital of an issuer admitted to trading on a regulated
• Each cent of nominal share value equals one vote. The articles may grant up to two votes per cent as a special right, provided it applies to quotas totalling no more than 20% of the share capital. Unless otherwise stated by law or the articles, resolutions pass by a majority of votes cast, excluding abstentions. • A shareholder may be represented by a signed written document addressed to the chair of the meeting. Voluntary representation is only allowed to the shareholder’s spouse, ascendants, descendants, or another share - holder, unless the articles of association expressly allow other representatives. For S.A. companies • The convening authority is the chairman of the general meeting board. The articles may provide for the chairman’s election; failing that, the chair is the president of the audit board, audit committee or supervisory board. • A notice must be published. The articles may require additional media (eg, newspapers). Holders of registered shares receive a reg - istered letter or, with consent, an email with read receipt. • At least one month must elapse between publication of the notice and the meeting; letters/emails must be sent at least 21 days in advance of the meeting. • Minutes must be signed by the chairperson and the secretary. • Unless otherwise stated in the articles of association, each share carries one vote. In general, resolutions are approved by a majority of votes cast, regardless of the share capital represented, unless the law or articles state otherwise. Abstentions are not counted. • A shareholder may be represented by a signed written document addressed to the chair of the meeting.
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