Notice to Convene
2023
Notice
Notice to Convene - Inclusion of item on the Agenda
Proposals
Item one: To approve the individual and consolidated Annual Report, Financial Statements and other documents, including the Company’s Corporate Governance Report (which incorporates the remuneration report) and consolidated non-financial statements for the year 2022;
Annual Integrated Report - Non-ESEF Version
Item two: To approve the distribution and allocation of profits relating to the financial year of 2022;
Item three: To assess the Company’s management and supervisory bodies;
Item four: To approve the proposal to amend the remuneration policy for members of the Company's management and supervisory bodies, as presented by the Remuneration Committee;
Item five: To authorise the Board of Directors to acquire and dispose of own shares on behalf of the Company and its subsidiaries;
Item six: To authorise the Board of Directors to acquire and dispose of own bonds on behalf of the Company and its subsidiaries;
Item seven: To elect a member of the Remuneration Committee.
Minute
Consult here the minute.
2022
Notice
Proposals
ITEM ONE: To approve the individual and consolidated Annual Report, Financial Statements and other documents, including the Company’s Corporate Governance Report (which incorporates the remuneration report) and consolidated non-financial statements for the year 2021;
Annual Integrated Report - Non-ESEF Version
ITEM TWO: To approve the distribution and allocation of profits relating to the financial year of 2021;
ITEM THREE: To deliberate the increase of the Company’s total share capital by 850,016,277.00 euros by incorporating the Share Premium Reserves reflected in the Company accounts for 2021, that remains after the allocation of net results for the year. The proposal implies a 1.65 euro increase in the nominal value of all shares to 1.66 euro and, consequently, an amendment of paragraphs (1) and (2) of Article 4 of the Company’s Articles of Association;
ITEM FOUR:To assess the Company’s management and supervisory bodies;
ITEM FIVE: To authorise the Board of Directors to acquire and dispose of own shares on behalf of the Company and its subsidiaries;
ITEM SIX: To authorise the Board of Directors to acquire and dispose of own bonds on behalf of the Company and its subsidiaries;
ITEM SEVEN: To approve the amendment to Article 10 of the Company's Articles of Association, modifying the current number 6, adding two new numbers 7 and 8 and renumbering the current number 7;
ITEM EIGHT: To elect new members for the Board of Directors, the Board of the General Meeting, and the Statutory Audit Board, for the three-year term 2022/2024.
ITEM NINE: To elect the Statutory Auditor, effective and alternate, for the 2022/2023 biennium.
ITEM TEN: To appoint the Remuneration Committee for the three-year period 2022/2024 and to approve remuneration for the members of this committee.
Minute
2021
Notice
Proposals
Item One:To discuss and approve the Company's management report, balance sheet and accounts, individual and consolidated, and the corporate governance report and the consolidated non-financial report, for the 2020 financial year;
Item Two: To approve distribution and allocation of profits relating to the financial year of 2020;
Item Three: To assess the Company’s management and supervisory bodies;
Item Four: To approve the remuneration policy for members of the Company's management and supervisory bodies, as presented by the Remuneration Committee;
Item Five: To authorise the Board of Directors to acquire and dispose of own shares on behalf of the Company and its subsidiaries;
Item Six: To authorise the Board of Directors to acquire and dispose of own bonds on behalf of the Company and its subsidiaries;
Item Seven: To ratify the co-option of members of the Board of Directors for the current term of office (2019 to 2021) Annex;
Minute
Consult here the minute (Portuguese version only).
2020
Notice
Proposals
Item One:To discuss and approve the Company's management report, balance sheet and accounts, individual and consolidated, and the corporate governance report and the concolidated non-financial report, for the 2019 financial year, in accordance with article 376(1)(a) of Portuguese Companies Code;
Item Two: To approve the proposal for application and distribution of profits relating to the 2019 financial year, in accordance with article 376(1)(b) of Portuguese Companies Code;
Item Three: To assess the Company’s management and supervisory bodies, in accordance with article 376(1)(c) and article 455 of the Portuguese Companies Code;
Item Four: To decide on the Remuneration Committee statement on the remuneration policy of the members of the management and supervisory bodies of the Company;
Item Five: To authorize the Board of Directors to acquire and dispose of own shares by the Company and subsidiaries;
Item Six: To authorize the Board of Directors to acquire and dispose of own bonds by the Company and subsidiaries;
Item Seven: To ratify the co-optation of Ana Rita Ferreira Rodrigues Cernadas, Cristina Maria de Jesus Marques and José Carvalho de Freitas as members of the Board of Directors for the current term of office (2019/2021) Annex;
Item Eight: To approve the apointment of the director Ângelo Gabriel Ribeirinho dos Santos Paupério as Chairman of the Board of Directors, for the current term of office (2019/2021);
Item Nine: To approve the election of one member to the Remuneration Committee for the current term of office (2019/2021) Annex.
Minute
Consult here the minute.
2019
Notice
Proposal
Item One:To resolve on the management report, balance sheet and accounts, individual and consolidated, and other accounting documents, including the corporate governance report and non financial statements for the financial year of 2018;
Item Two: To resolve on the proposal for allocation and distribution of profits relating to the financial year of 2018;
Item Three: To resolve on the overall assessment of the Company’s management and supervisory bodies, under the terms and for the purposes of article 455 of the Portuguese Companies Code;
Item Four: To resolve on the Remuneration Committee statement on the remuneration policy of the members of the management and supervisory bodies of the Company;
Item Five: To resolve on granting authorization to the Board of Directors for the acquisition and disposal of own shares by the Company and its subsidiaries;
Item Six: To resolve on granting authorization to the Board of Directors for the acquisition and disposal of own bonds by the Company and its subsidiaries;
Item Seven:To resolve on the election of the members of Board of Directors, Fiscal Board and Board of the General Meeting for the three-year term of office of 2019/2021 (Annex II).
Item Eight:To resolve on the election of the Statutory Auditor and the Alternate Statutory Auditor for the three-year term of office of 2019/2021 (Annex II).
Item Nine:To resolve on the appointment of the Remuneration Committee, for the same period as the term of office of the corporate bodies, corresponding to the three-year period of 2019/2021 and on its respective remuneration.
Minute
Consult here the minute.
2018
Notice
Proposal
Item One:To resolve on the management report, balance sheet and accounts, individual and consolidated, corporate governance report and non financial statements for the financial year of 2017;
Item Two: To resolve on the proposal for application and distribution of profits relating to the financial year of 2017;
Item Three: To resolve on the overall assessment of the Company’s management and supervisory bodies, under the terms and for the purposes of article 455 of the Portuguese Companies Code;
Item Four: To resolve on the Remuneration Committee statement on the remuneration policy of the members of the management and supervisory bodies of the Company;
Item Five: To resolve on the acquisition and disposal of own shares by the Company and subsidiaries;
Item Six: To resolve on the acquisition and disposal of own bonds by the Company and subsidiaries;
Item Seven: To resolve on the ratification of the co-optation of Luís Moutinho do Nascimento as member of the Board of Directors for the current term of office (2016/2018).
Minute
Consult here the minute.
2017
Notice
Proposal
Item One:To resolve on the management report, balance sheet and accounts, individual and consolidated, corporate governance report and non financial statements for the financial year of 2016;
Item Two: To resolve on the proposal for application and distribution of profits relating to the financial year of 2016;
Item Three: To resolve on the overall assessment of the Company’s management and supervisory bodies, under the terms and for the purposes of article 455 of the Portuguese Companies Code;
Item Four: To resolve on the Remuneration Committee statement on the remuneration policy of the members of the management and supervisory bodies of the Company;
Item Five: To resolve on the acquisition and disposal of own shares by the Company and subsidiaries;
Item Six: To resolve on the acquisition and disposal of own bonds by the Company and subsidiaries;
Item Seven: To resolve on the ratification of the co-optation of António Domingues as Non-Executive Board Member for the current term of office (2016/2018).
Minute
2016
Notice
Proposal
Item One: To resolve on the management report, balance sheet and accounts, individual and consolidated, corporate governance report and non financial statements for the financial year of 2015;
Item Two: To resolve on the proposal for application and distribution of profits;
Item Three: To resolve on the overall assessment of the Company’s management and supervisory bodies;
Item Four: To resolve on the Remuneration Committee statement on the remuneration policy of the members of the management and supervisory bodies of the Company;
Item Five: To resolve on the acquisition and disposal of own shares by the Company and subsidiaries;
Item Six: To resolve on the acquisition and disposal of own bonds by the Company and subsidiaries;
Item Seven: To resolve on the election of the corporate bodies for the 2016/2018 triennium
Item Eight: To resolve on the election of the Statutory Auditor, effective and alternate, for the 2016/2018 triennium
Item Nine: to resolve on the appointment of the Remuneration Committee for the period coinciding with the mandate of the corporate bodies, corresponding to the 2016/2018 triennium.
Minute
2015
Notice
Proposal
Sole item - To resolve on the amendment of article 1 of the Company’s Articles of Association; (Proposal) (Annex)
Minute
2014
Notice
Proposals
Item 1 - To resolve on the management report, balance sheet and accounts, individual and consolidated, and the corporate governance report, for the financial year of 2013; (Annex)
Item 2 - To resolve on the proposal for application and distribution of profits; (Proposal)
Item 3 - To resolve on the overall assessment of the Company’s management and supervisory bodies; (Proposal)
Item 4 - To resolve on the election of the Statutory Auditor to conclude the 2013/2015 three year term; (Proposal) and (Annex)
Item 5 - To resolve on the Remuneration Committee statement on the remuneration policy for the members of the management and supervisory bodies; (Proposal)
Item 6 - To resolve on the acquisition and disposal of own shares; (Proposal)
Item 7 - To resolve on the proposal of the Board of Directors for setting a variable remuneration policy of the Company and on the approval of the respective regulation; (Proposal) and (Annex)
Item 8 - To resolve on the appointment of the Compensation Committee. To resolve on the amendment of the following provisions of the Company’s Articles of Association: (i) article 1, article 7(3) and (iii) article 24(1)(b) and renumbering of the sub paragraphs of such paragraph. (Proposal) and (Annex)
Minute
General Meeting Minute
2013
Notice
Proposals
Item 1 - To resolve on the amendment by modification, suppression, and/or addition, of all the articles in the Articles of Association of ZON OPTIMUS, SGPS, S.A. with the exception of articles 1, 5, 6 and 8; (Proposal) and (Annex)
Item 2 - To resolve on the election of the members of the corporate bodies, with the exception of the chartered accountant, for the 2013/2015 three year term; (Proposal) and (Annex)
Item 3 - To resolve on the election of the chartered accountant for the 2013/2015 three year term; (Proposal) and (Annex)
Item 4 - To resolve on the appointment of the Compensation Committee. (Proposal)
Minute
Notice
Proposals
Item 1 - To resolve on the management report, balance sheet and accounts, individual and consolidated, and the corporate governance report, for the year 2012;
Item 2 - To resolve on the proposal for application and distribution of profits; (Proposal)
Item 3 - To resolve on the overall assessment of the company’s board of directors and supervisory bodies; (Proposal)
Item 4 - Deliberar sobre declaração submetida pela Comissão de Vencimentos sobre a política de remunerações dos membros dos órgãos sociais de administração e fiscalização; (Proposal)
Item 5 - To resolve on the acquisition and disposal of own shares; (Proposal)
Item 6 - To resolve on the election of the corporate bodies for the 2013/2015 term of office.
Minute
Notice
Proposals
Item 1 - To resolve on the ratification of the co-optation of Directors (Proposal) and Annex)
Item 2 - To resolve, under the terms and for the purposes of Article 100(2) of the Portuguese Companies Code, on: i) the approval of the Merger Project, and its schedules, regarding the merger by incorporation of Optimus – SGPS, S.A. into ZON Multimédia, dated 21 January 2013, and ii) the increase of the registered share capital of ZON Multimédia, as a result of the merger, from EUR 3.090.968,28 (three million, ninety thousand, nine hundred and sixty-eight euros and twenty-eight cents) to EUR 5.151.613,80 (five million, one hundred and fifty-one thousand, six hundred and thirteen euros and eighty cents), as well as the modification of the corporate name of the Company, and consequent amendment of Article 1 and Article 4(1) and (2), both of the Articles of Association; (Proposal)
Item 3 - To resolve on the granting of powers to any two members of the Executive Committee of the Company to, on behalf and in representation of the same, implement the resolutions adopted in this meeting. (Proposal)
Preparatory Documents
Merger Project
Opinion of the Audit Committee
Report of the Chartered Accountant
Minute
Notice
Proposals
Sole Item - Give an opinion, under the terms and for the purposes of Article 101-C of the Portuguese Companies Code, on the merger by incorporation of Optimus SGPS, S.A. ("Optimus") in ZON Multimédia, as provided for in the merger project approved by the management bodies of such companies on 21 January, 2013, with the consequent extinction of the merged company and the global transfer of the respective assets and liabilities to the merging company (the "Merger"). (Proposal)
Preparatory Documents
Merger Project
Opinion of the Audit Committee
Report of the Chartered Accountant
General Meeting of Bondholder's Minute
Notice
Proposals
Item 1 - Give an opinion, under the terms and for the purposes of Article 101-C of the Portuguese Companies Code, on the merger by incorporation of Optimus SGPS, S.A. (“Optimus”) in ZON Multimédia, as provided for in the merger project approved by the management bodies of such companies on 21 January, 2013, with the consequent extinction of the merged company and the global transfer of the respective assets and liabilities to the merging company (the “Merger”). (Proposal)
Item 2 - Resolve on the modification of the terms and conditions of the “Bonds ZON Multimédia 2010-2014” by amending the wording of paragraph c), deleting the paragraph e) and renumbering the remaining paragraphs, of Point 19.1.13 (Amortization and Early Repayment Options) and of Title "Acceleration" of Point 0.1 (Characteristics of the Issuance) of the respective Prospectus of admission to trading on Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A. Under applicable law, this General Meeting is composed by all holders of bonds of the issuance above identified and it is also attended by representatives of the members of the management and supervision bodies of the Company. (Proposal)
Preparatory Documents
Merger Project
Opinion of the Audit Committee
Report of the Chartered Accountant
General Meeting of Bondholder's Minute
2012
Notice
Proposals
Item 1 - To decide on the individual and consolidated management report, balance sheet and accounts, and corporate governance report for 2011 (Proposal)
Item 2 - To decide on the proposed application and distribution of results (Proposal)
Item 3 - To decide on the overall assessment of the company’s board of directors and supervisory bodies (Proposal)
Item 4 - To decide: (i) to alter article 9 points 2 and 3 of the articles of association; (ii) the elimination of article 11 point 1 paragraph b) of the articles of association and renumber the other paragraphs in that provision (iii) to alter article 11 points 2, 3 and 4 of the articles of association (Proposal)
Item 5 - To decide on the remuneration committee statement about the remuneration policy for board and supervisory body members (Proposal)
Item 6 - To decide on the acquisition and disposal of own shares (Proposal)
Minute
Notice
Proposal
Sole Item - To resolve on the suppression of paragraphs 6, 7 and 8 of article 12 of the Articles of Association and inherent renumbering of paragraphs 9 to 14 of the same article (Proposal)
Minute
2011
Notice
Proposals
Item 1 - Management Report, Balance Sheet and Accounts for the year 2010 (Consolidated)
Item 2 - Application and distribution of profits
Item 3 - General appraisal of the Company's management and supervision
Item 4 - Remuneration policy
Item 5 - Amendment of the articles of the Association (article 2)
Item 6 - Amendment of the articles of the Association (articles 11,12 e 13)
Item 7 - Acquisition and disposal of own shares
Minute
2010
Notice
Proposals
Item 1 - Management Report, Balance sheet and accounts for the year 2009
Item 2 - Application and distribution or profits
Item 3 - General appraisal of the Company's management and supervision
Item 4 - Election of the corporate bodies for the 2010/2012 term of office; (Annex)
Item 5 - Resolve on the appointment of an effective and deputy statutory auditor for the 2010/2012 term of office (Proposal) and (Annex)
Item 6 - Remuneration policy of the members of the Board of Directors and Audit Committee (Proposal I) and (Proposal II)
Item 7 - Election of a new Compensation Committee (Proposal) and (Annex)
Item 8 - Renewal of the plan to distribute shares and the approval of its regulation (Proposal) and (Annex)
Item 9 - Acquisition and disposal of own shares (Proposal)
Minute
2009
Notice
Proposals
Item 1 - To resolve on the management report, balance sheet and accounts, individual and consolidated, and the corporate governance report, for the year 2008; (Proposal)
Item 2 - To resolve on the proposal for application and distribution of profits and reserves; (Proposal)
Item 3 - To resolve on a general appraisal of the Company’s management and supervision; (Proposal)
Item 4 - To resolve on the ratification of the appointment of a member of the Board of Directors; (Proposal) and (Addendum)
Item 5 - To resolve on the acquisition and disposal of own shares; (Proposal)
Item 6 - To appreciate the Compensation Committee statement on the remuneration policy of the members of the Board of Directors and Audit Committee. (Proposal)
Minute
2008
Notice
Proposal
Item 1 - To resolve on the management report, balance sheet and accounts, individual and consolidated, for the year 2007 (Proposal) and (Annex)
Item 2 - Application of profits and distribution of reserves (Proposal)
Item 3 - General appraisal of the Company’s management and supervision (Proposal)
Item 4 - Election of a member of the Board of Directors and of the Audit Committee, following the resignation presented by the former holder of these position (Proposal) and (Annex)
Item 5 - To resolve on the proposal of the Board of Directors for the constitution of a plan to distribute shares and on its regulation, pursuant to paragraph 1, g) of article 16 of the Articles of Association (Proposal)
Item 6 - Acquisition and disposal of own shares (Proposal)
Item 7 - To resolve on an eventual issuance of bonds convertible into shares that may be resolved upon by the Board of Directors (Proposal)
Item 8 - To resolve on the suppression of the pre-emptive right of shareholders in the subscription of any issuance of convertible bonds as referred to under item 7 (Proposal) and (Annex)
Item 9 - To resolve on the election of a new Compensation Committee (Proposal)
Item 10 - To resolve on the election of the Secretary of the General Meeting of Shareholders, following the resignation presented by the former holder of this position (Proposal) and (Annex)
Minute
Notice
Proposals
Item 1 - Amendment to article 1, paragraph 1 of article 15 and to paragraph 1 of article 17 of the Articles of Association (Proposal)
Item 2 - Ratify the appointment of members of the Board of Directors (Proposal) and (Annex)
Item 3 - Deliberate on the change in composition of the Board of Directors (Proposal) and (Annex)
Item 4 - Remuneration of the members of the Compensation Committee (Proposal)