Management

Organization
Corporate structure
Shareholders assembly
Ownership structure

Odinary shareholders assembly of CGES AD:

 

V ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

IV ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

III ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

II ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

I ORDINARY SHAREHOLDERS ASSEMBLY OF CGES AD

Any person who owns at least one share issued by CGES (the Company) is a shareholder of CGES. According to the Company’s Statute, each shareholder bears the business risk of the Company up to the value of the shares they hold, but also has property and non-property rights, such as

The Shareholders Assembly is the highest body of the Company, under which exclusive competence is the following:

  • Adopts the Company’s Statute and makes its amendments and supplements;

  • Elects and dismisses members of the Board of Directors;

  • Appoints and dismisses the Company’s Auditor;

  • Appoints and dismisses the Company’s liquidator;

  • Adopts decisions regarding the disposal of the Company’s assets (purchase, sale, lease, exchange, acquisition, or other forms of disposition) whose value exceeds 10% of the Company’s book value of assets (significant assets);

  • Adopts decisions on the issuance of bonds, options, or other securities or instruments that grant the right to subscribe for and/or ownership of shares in the Company or any entity it controls, or on the granting of rights to acquire shares in the Company or any entity it controls;

  • Adopts decisions on the distribution of profit (dividends), reserves, or Company assets to shareholders, on dividend policy, on the repurchase of the Company’s equity securities, and on covering losses;

  • Adopts decisions on the increase or decrease of the Company’s share capital and on the exchange of shares of one class for shares of another class;

  • Approves the annual financial statement and the Company’s business report;

  • Adopts decisions on the establishment of new companies in which the Company’s founding contribution exceeds 1% of its share capital.

  • Adopts decisions on the restructuring of the Company;

  • Adopts decisions on the voluntary liquidation of the Company, on submitting proposals to initiate bankruptcy proceedings, or on initiating any other proceedings in accordance with the law governing bankruptcy procedures;

  • Decides on the compensation policy and on the remuneration of the members of the Board of Directors;

  • Decides on the restriction or removal of shareholders’ preemptive rights to subscribe for shares or acquire convertible bonds;

  • Approves the conclusion of agreements regarding the purchase of assets from the founder or majority shareholder of the Company, in all cases where the payment exceeds 10% of the Company’s book value of assets;

  • Disposes of the Company’s operations or any part thereof, or otherwise manages any part of the Company, or establishes encumbrances on any part of the Company’s assets exceeding 10% of the assets of the Company or any entity controlled by the Company, as shown in the most recent balance sheet of the Company or the controlled entity, certified by the Auditor;

  • Makes investment decisions with a value exceeding 10% of the Company’s book value of assets;

  • Decides on the delisting of the Company’s shares from the stock exchange;

  • At the request of the Board of Directors, considers matters within its competence relating to the Company’s operations.

Ordinary Shareholders’ Assembly is a meeting convened once a year, no later than three months after the end of the financial year, and must be held no later than six months after the end of the financial year.
The quorum for holding the Ordinary Shareholders’ Meeting consists of shareholders who own at least ½ (50%) + 1 of the total number of shares with voting rights, either present in person or represented by a proxy, except in cases where the law or the Statute requires a different quorum, without affecting the voting majority required for the Meeting to adopt certain decisions, as established by the law and the Statute.

Extraordinary Shareholders’ Asembly is any meeting other than the Ordinary Annual Shareholders’ Meeting.