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Documentation

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STATUTES

Chapter I

Article 1º.

The company continues to be called SAAGA – Açoreana Gas Storage Company (Sociedade Açoreana de Armazenagem de Gás, S.A.), has an indefinite duration, from the date of its incorporation.

Article 2º.

  1. The head office is in Ponta Delgada, Autonomous Region of the Azores, at Nordela's premises, and the board of directors may transfer it to another location on the island of S. Miguel, as well as to set up branch offices or delegations where and when it is convenient.
  2. The corporate bodies shall meet at the company's head office, but may meet in another location, observing any legal constraints.

Article 3º.

The purpose of the company is the construction and / or operation of one or more filling stations and their storage facilities for liquefied petroleum gas and other fuels in the Autonomous Region of the Azores.

Chapter II


Article 4º.

  1. The share capital is nine hundred and sixty thousand euros, and is fully subscribed and paid.
  2. The capital stock is divided into one hundred and ninety-two thousand shares, with the nominal value of 5 euros.

Article 5º.

The shares are all bearer, covering the book-entry form.

Article 6º.

Shareholders always have the preemptive right in capital increases for contributions in cash.

Article 7º.

The company may acquire and hold its own shares and obligations and carry out operations on them, subject to legal constraints

Chapter III

Article 8º.

  1. The company will be managed by a board of directors that will be composed of three or five shareholders, elected by the general meeting every three years and who may be re-elected.
  2. The filling of any vacancy that in the meantime will be made in accordance with the law.

Article 9º.

  1. The board of directors shall choose from among its members a chairman and a managing director.
  2. The chairman is responsible for guiding the activity of society, convening the council and directing their work.
  3. The managing director is responsible for managing the business of the company, with the powers that the board of directors intends to delegate to him, and may also call the board and, by delegation of the chairman, direct the respective works.

Article 10º.

  1. Within thirty days following the appointment or election, the liability of each director shall be guaranteed by any of the forms permitted by law and by an amount not inferior to that legally established.
  2. The guarantee shall be kept until the end of the calendar year to that in which the administrator ceases to function for any reason.
  3. The guarantee may be waived by express resolution of the general meeting, except in cases where this is not possible by legal imperative.

Article 11º.

  1. The board of directors shall meet whenever it is convened by its chairman or the managing director or by two other directors and shall meet at least once every month.
  2. The board of directors may not act without the presence or representation of a majority of its members.
  3. Any director may be represented at a meeting by another director, by means of a letter addressed to the chairman or the managing director.
  4. The resolutions of the board of directors are taken by a majority of the votes of the managers present or represented, with the chairman having the casting vote in case of a tie.
  5. The casting vote is inerent to the chairman, who cannot be delegated or granted by representation.

Article 12º.

It is the responsibility of the board of directors:

  1. a)manage social affairs with the fullest powers;
    b) perform all the functions assigned by law and by these statutes;
    c)contract loans, agree with debtors and creditors, give up, compromise and confess in any lawsuits and committ themselves to arbitrators;
    d) acquire, dispose of or oblige, in any way, immovable or movable property;
    e) to appoint attorneys-in-fact for the purposes and with the powers that appear in their respective mandates.

Article 13º.

The company is established by the appointment of the Chairman of the Board of Directors, of the Managing Director, or of two Directors, as well as by the appointment of one or more representatives, made up of two Directors, and in accordance with the respective mandates.

Article 14º.

  1. The auditing of the company is the responsibility of a Sole Auditor, a Certified Public Accountant or a Society of Statutory Auditors, or a Statutory Audit Board, depending on what is decided in each election by the general meeting, elected every three years, and which can always be re-elected.
  2. In the case of a Sole Auditor, at the same time as his election, an alternate will be elected, also a Statutory Auditor or a Society of Official Statutory Auditors.
  3. If there is a Supervisory Board, this body will be composed of three effective members and one alternate, and the general assembly shall elects among them the respective chairman.
  4. In the case of a Supervisory Board, it shall meet at least every quarter and whenever its chairman convenes it, and his decisions shall be taken by majority vote, and the members that do not agree with him shall include in the minutes the reasons for their disagreement, the chairman having the casting vote in the event of a tie.

Article 15º.

  1. The board of directors and the supervisory body may meet together whenever any of them requests it.
  2. Meetings of councils and joint meetings shall always record minutes in the respective books which shall be deemed to be valid if signed by all those who have participated in them.

Article 16º.

The remuneration of directors and members of the supervisory body shall be fixed by a three-member committee elected at a general meeting every three years and may be re-elected.

 

Chapter IV

Article 17º.

  1. The exercise of the right to vote depends on the current registration of the shares in the name of the holder, and such registration must be proved before the company up to 10 days before the date appointed for the first appointement of the general meeting.
  2. The Shareholders’ Meeting shall be composed of a chairman and two secretaries, elected every three years, among shareholders.
  3. The individual or legal persons with representatives appointed under the legal and statutory terms shall be represented by them at the general meetings.
  4. Without prejudice to the provisions of the preceding paragraph, any voting shareholder may be represented as a member of the board of directors, the spouse, an ascendant or a descendant, or another shareholder.
  5. In the case of inheritance, the holders of the shares will be represented by the person appointed or elected, among those same holders.

As undivided property, the holders of shares shall be represented by the person appointed or elected from among the same holders.

  1. The instrument of voluntary representation shall be a signed letter addressed to the chairmain of the Shareholders’ Meeting.

Article 18º.

The general meeting shall have an ordinary session in each year, within the first three months.

Article 19º.

When the meeting can not conclude its work in a session, the day, time and place for the new session shall be fixed by resolution of the meeting taken before the interruption.

Article 20º.

The meeting may be set up and operate on first call as soon as they are present, personally or by their attorneys and representatives, holding at least half of the share capital.

Article 21º.

Each twenty shares are entitled to one vote, with no limitation on the number of votes each shareholder has at the meeting, either personally or as attorney-in-fact.

Article 22º.

They shall be taken by at least four-fifths of the votes of the shareholders present or represented:

  1. a)the deliberations on dissolution of the company and any alteration or modification of the statutes or any of its provisions;
  2. b) the deliberations on the distribution or application of annual profits differently from that provided for in paragraphs a)and b)of Article 24 and that referred to in paragraph c) of the same article.

Article 23º.

Minutes shall be taken of all the meetings of the general assembly that, after being approved, shall be duly signed by those who have participated in them as chairman and secretary.

Chapter V

Article 24º.

The annual net profits after deduction of the provision for the payment of the taxes that are levied on them under the terms of the current tax law, will have the following application:

  1. a)five percent to a legal reserve fund, until it reaches and retains one fifth of the share capital;
    b) the surplus will be applied for the first dividend to the shareholders, up to the limit of ten percent of the nominal value of the shares;
    c)the remainder, if any, will have the application that the general meeting decides.

 

Chapter VI

Article 25º.

The present company shall be dissolved in accordance with the law, and it shall be the responsibility of the general meeting to decide the dissolution and to determine how to proceed with the social liquidation, as well as to designate the persons who will execute it.

Chapter VII

Article 26º.

  1. The position of chairman of the board of the general meeting may be performed by a corporate person, who will be represented, as to the exercise of functions, by whoever represents it by law or is expressly designated for that purpose.
  2. If a legal person is appointed administrator, he/she must appoint a natural person to hold office in his/her own name; the collective person shall be jointly and severally liable with the person designated by the acts of him/her.

GENERAL ASSEMBLY

PROPOSAL FOR CORPORATE BODIES - 2013/2015
SAAGA - Açoreana Gas Storage Company (Sociedade Açoreana de Armazenagem de Gás, S.A.) 
GENERAL ASSEMBLY
March 11, 2013 
JOINT PROPOSAL BY SHAREHOLDERS
Galp Açores – Distribution and Commercialization of Fuels and Lubricants, S.A. and Repsol Gás Portugal, S.A.

Within the scope of item 4 of the order of the day - To proceed with the election of the Corporate Bodies for the triennium 2013/2015 - of the Annual General Meeting of SAAGA - Açoreana Gas Storage Company (Sociedade Açoreana de Armazenagem de Gás, SA), of March 11, 2013, the shareholders Galp Açores - Distribution and Commercialization of Fuels and Lubricants, SA and Repsol Gás Portugal, SA propose that the General Assembly decide to approve:
 1. The election of the governing bodies for the triennium 2013-2015, with the following composition:
 Board of the General Meeting:
Chairman: Galp Açores - Distribution and Commercialization of Fuels and Lubricants, S.A. represented by Dr. Maria Helena Claro Goldschmidt
First Secretary: Mr. Luís Filipe Gomes Gambão
Second Secretary: Repsol Gás Portugal, S.A., represented by Dr. Cláudia Chaves Neves
 
Administrative Council:
Chairman: Galp Açores - Distribution and Commercialization of Fuels and Lubricants, S.A., represented by Mr. Pedro Manuel Gonçalves
Members: Mr. Aníbal Duarte Raposo
Repsol Gás de Portugal, S.A. represented by Eng. Manuel Pedro 
Andrade de Almeida Lima
 
Sole Auditor:
Effective – PricewaterhouseCoopers & Associados – Audit Firm, Lda., Located at Palácio Sottomayor, Rua Sousa Martins, 1 - 3º, 1069-316 Lisboa, inscribed in the OROC under no. 183 and inscribed in the CMVM under no. 9077, represented by Dr. António Joaquim Brochado Correia, ROC No. 1076.
Alternate – Dr. José Manuel Henriques Bernardo, ROC No. 903, domiciled at Rua Ilha dos Amores, nº 52, Block A, Appartement 1, 1990-375 Moscavide.
2. The dismissal of the members of the Board of Directors now elected for provision of guarantee.
The Shareholders' Representatives 
Galp Açores – Distribution and Commercialization of Fuels and Lubricants, S.A.
Repsol Gás Portugal, S.A.

PROPOSAL FOR REMUNERATION COMMITTEE - 2013/2015
SAAGA - Açoreana Gas Storage Company (Sociedade Açoreana de Armazenagem de Gás, SA) 
GENERAL ASSEMBLY
March 11, 2013 
JOINT PROPOSAL BY SHAREHOLDERS
Galp Açores – Distribution and Commercialization of Fuels and Lubricants, S.A. and Repsol Gás Portugal, S.A.
Within the scope of item 4 of the order of the day - To proceed to the election of the members of the Remuneration Committee for the triennium 2013/2015 - of the Annual General Meeting of SAAGA - Açoreana Gas Storage Company (Sociedade Açoreana de Armazenagem de Gás, SA), of March 11, 2013, the shareholders Galp Açores - Distribution and Commercialization of Fuels and Lubrificantes, SA and Repsol Gás Portugal, SA propose that the General Meeting approve:
 1. The election of the members of the Remuneration Committee of the company for the three-year period 2013-2015, with the following composition: 
Galp Açores - Distribution and Commercialization of Fuels and Lubricants, S.A., represented by Dr. Vasco Manuel Teixeira Ferreira da Silva
Galp Açores - Distribution and Commercialization of Fuels and Lubricants, S.A., represented by Dr. Pedro Miguel Magiolo Magarreiro
Repsol Gás Portugal, S.A. represented by Mr. Fernando Pereira da Costa
The Shareholders' Representatives
Galp Açores - Distribution and Commercialization of Fuels and Lubricants, S.A.

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ANNUAL REPORT