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IMPRESA 2015 Corporate Governance Report

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IMPRESA 2015 Corporate Governance Report IMPRESA 2015 Corporate Governance Report IMPRESA – SGPS, S.A. Publicly Held Company Share Capital Eur 84,000,000 Rua Ribeiro Sanches, 65 1200-787 LISBON Tax Number 502 437 464 Commercial Registry Office of Lisbon 2 CORPORATE GOVERNANCE REPORT – 2015 PART I INFORMATION ON SHAREHOLDER STRUCTURE, ORGANISATION AND CORPORATE GOVERNANCE A. SHAREHOLDER STRUCTURE I Capital structure 1. The capital structure (share capital, number of shares, distribution of capital by shareholders, etc.), including an indication of shares that are not admitted to trading, different classes of shares, rights and duties of same and the capital percentage that each class represents (article 245-A, number 1, subparagraph a)). The share capital, fully subscribed and paid up, is 84,000,000.00 euros, represented by 168,000,000 book-entry shares, of a nominal value of 0.50 euros each. These shares correspond to an equal number of voting rights, under no. 1 of article 8 of the memorandum of association, which establishes that each share corresponds to one vote. There are no different classes of shares and the existing shares have all been admitted to trading. 2. Share transfer restrictions, such as clauses of consent to divestment, or limitations to shareholding (article 245-A, number 1, subparagraph b)). There are no restrictions to the transfer of shares. 3. Number of own shares, the percentage of share capital that it represents and the corresponding percentage of voting rights that corresponded to own shares (article 245-A, number 1, subparagraph a)). The company does not hold any own shares. 4. Significant agreements involving the company and which take effect, are altered or cease in the case of change of control of the company following a takeover bid, as well as the respective effects, unless, due to their nature, their disclosure is severely detrimental to the company, unless the company is specifically obliged to disclose this information, due to other legal impositions (article 245-A, number 1, subparagraph j)). Under the terms of the (i) Loan agreement concluded by Impresa Serviços e Multimédia (in the meantime incorporated by merger into Impresa), in March 2005, with Banco BPI, S.A., of the amount of 152.5 M€ for the acquisition of 49% of the share capital of SIC, (ii) the Loan agreement concluded by SIC, in June 2013, with Banco BPI, SA, of the amount of 17 M€, to support cash flow, (iii) the Commercial Paper Program concluded by the Group with Caixa Geral de Depósitos, SA., in December 2014, of the amount 15 M€, to support cash flow, and (iv) the Agreement for Organisation and Structuring of a Debenture Loan, of the amount 3 of 30 M€, concluded with Novo Banco and BESI, in October 2014, the banks may terminate the agreements or declare the early and immediate maturity of the obligation to repay the borrowed funds, if IMPREGER's holding in IMPRESA falls below 50.01% of the share capital and/or of the voting rights of this company. Apart from these contracts, there are no other agreements to which the company is a party and come into effect, alter or terminate upon change of company control and the effects thereof. 5. A system that is subject to the renewal or withdrawal of countermeasures, particularly those that provide for a restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders. There are no countermeasures, particularly those that provide for a restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders. 6. Shareholders' agreements known to the company and which may lead to restrictions on matters of transfer of securities or voting rights (article 245-A, number 1, subparagraph g)). There are no agreements outside the scope of the memorandum of association known to company and which may lead to restrictions on the transmission of securities or voting rights. II Shareholdings and Bonds Held 7. Identification of natural or legal persons that, directly or indirectly, are qualifying shareholders (article 245-A, number 1, subparagraphs c) and d) and article 16), indicating the percentage share capital and votes imputable and the source and causes of imputation. Number of shares Percentage voting Qualifying shareholder held rights IMPREGER – Sociedade Gestora de Participações Sociais, S.A. * Directly (a) 84,514,588 50.306% * Through the Chairman of the Board of Directors, Dr. Francisco José Pereira Pinto de Balsemão 2,520,000 1.500% * Through the Deputy Chairman of the Board of Directors, Eng. Francisco Maria Supico Pinto Balsemão 8,246 0.005% * Through the Chairman of the Board of Directors, Dr. António Flores de Andrade 160 0.000% Total imputable 87,042,994 51.811% (a) – A IMPREGER – Sociedade Gestora de Participações Sociais, SA is majority held by BALSEGER, Sociedade Gestora de Participações Sociais, SA, which is 99.99% held by Dr. Francisco José Pereira Pinto de Balsemão, hence the corresponding voting rights are also imputable to him. 4 Invesco, Ltd * Through Invesco Advisers Incorporated 570,383 0.339% * Through Invesco Asset Management Dublin 4,560,796 2.715% * Through Invesco Asset Management Japan 22,339 0.013% * Through Invesco Asset Management Limited 817,787 0.487% * Through Invesco Fund Managers Limited 2,627,285 1.564% Total imputable 8,598,590 5.118% Madre – Sociedade Gestora de Participações Sociais, SA * Directly (a) 8,322,412 4.954% Total imputable 8,322,412 4.954% (a) – A Madre -– Sociedade Gestora de Participações Sociais, SA is controlled by Madre Empreendimentos Turísticos, SA, which, in turn, is controlled by António da Silva Parente, hence the corresponding voting rights are also imputable to him. FIL, Limited * Through FII – Fil Investments International 8,240,184 4.905% Total imputable 8,240,184 4.905% BANCO BPI, SA * Directly 6,200,000 3.690% Total imputable 6,200,000 3.690% Santander Asset Management, SA * Through Fundo Santander Ações Portugal 5,694,090 3.390% * Through Fundo Santander PPA 173,580 0.103% Total imputable 5,867,670 3.493% Jefferies International Limited (JIL) * Directly 4,346,942 2.587% Total imputable 4,346,942 2.587% Henderson Global Investors * Directly 4,200,000 2.500% Total imputable 4,200,000 2.500% Newshold, SGPS, S.A. * Directly (a) 4,038,764 2.404% Total imputable 4,038,764 2.404% (a) – Newshold -– SGPS, S.A. is 91.25% held by Pineview Overseas, SA, hence the corresponding voting rights are also imputable to it. 5 8. Indication of the number of shares and bonds held by members of the management and supervisory bodies. Indication of shares: Shares Members of the Board of Directors Held on Held on Acquired Transferred 31.12.14 31.12.15 Francisco José Pereira Pinto de Balsemão 2,520,000 0 0 2,520,000 Pedro Lopo de Carvalho Norton de Matos 0 0 0 0 Francisco Maria Supico Pinto Balsemão 8,246 0 0 8,246 Alexandre de Azeredo Vaz Pinto 140 0 0 140 António Soares Pinto Barbosa 0 0 0 0 Maria Luísa Coutinho Ferreira Leite de Castro 0 0 0 0 Anacoreta Correia José Manuel Archer Galvão Teles 0 0 0 0 João Nuno Lopes de Castro 0 0 0 0 Francisco José Pereira Pinto de Balsemão (Chairman of the Board of Directors) – Held, on 31.12.2014, 2,520,000 IMPRESA shares, position which, since there was no acquisition/divestment in 2015, was maintained on 31.12.2015. In IMPREGER – Sociedade Gestora de Participações Sociais, SA, which is in a relationship of control with IMPRESA, held, through BALSEGER, SGPS, SA, in which he holds a 99.99999% stake, on 31.12.2014, 12,095,376 shares, position which, since there was no acquisition/divestment in 2015, was maintained on 31.12.2015. His wife, Maria Mercedes Aliú Presas Pinto de Balsemão, held, on 31.12.2014, 868 IMPRESA shares, position which, since there was no acquisition/divestment in 2015, was maintained on 31.12.2015. IMPREGER – Sociedade Gestora de Participações Sociais, SA, of whom he is Chairman of the Board of Directors, held, on 31.12.2014, 84,514,588 shares, position which, since there was no acquisition/divestment in 2015, was maintained on 31.12.2015. The company Francisco Pinto Balsemão, Lda., in which he is Manager, held, on 31.12.2014, 140 shares, position which, since there was no acquisition/divestment in 2015, was maintained on 31.12.2015. Pedro Lopo de Carvalho Norton de Matos (Chief Executive Officer) – Made no acquisition/divestment in 2015. Francisco Maria Supico Pinto Balsemão(Deputy Chairman of the Board of Directors) – Held 8,246 IMPRESA shares as at 31.12.14, a position which, since there was no acquisition/divestment in 2015, remained the same as at 31.12.15. Concerning IMPREGER – Sociedade Gestora de Participações Sociais, SA, of which he is a Director, he held 84,514,588 shares as at 31.12.14, a position which, since there was no acquisition/divestment in 2015, remained the same as at 31.12.15. Alexandre de Azeredo Vaz Pinto (Member of the Board of Directors and Chairman of the Audit Committee) – Held 140 IMPRESA shares as at 31.12.14, a position which, since there was no acquisition/divestment in 2015, remained the same as at 31.12.15. 6 António Soares Pinto Barbosa (Member of the Board of Directors and of the Audit Committee) – Made no acquisition/divestment in 2015. Maria Luísa Coutinho Ferreira Leite de Castro Anacoreta Correia (Member of the Board of Directors and Audit Committee) – Made no acquisition/divestment in 2015.
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