Statutes of ENATUR - Empresa Nacional de Turismo, SA
CHAPTER I
Name, duration, location and purpose
Article 1
Name and duration
1. The company adopts the form of limited company and the name of ENATUR - Empresa Nacional de Turismo, SA
Article 2
Headquarters
1. The company has its headquarters in Lisbon, Avenida Santa Joana Princesa, 12 D-2, which may be transferred within the same county or to another district, by mere resolution of the board of directors.
2. By resolution of the board, with the assent of the Supervisory Board, the company may establish, either in domestic or foreign branches, agencies, delegations or any other form of representation.
Article 3
Subject
1. The society is aimed at giving the private sector and overseeing the operation of hotels of this hotel chain in Portugal, as defined in legislation as well as:
a) the conservation and restoration of monuments and other buildings of historical and cultural value to facilitate its use for tourism, if they are integrated or for integration into such a network;
b) exploration and recommendation for tourist in the context of this hotel chain in Portugal of available spaces belonging to the State.
2. Incidentally, the company may assume the direct operation of hotels of this hotel chain in Portugal, since the transitional effect of the termination, albeit untimely, the transfer of the operation and until a new assignment is awarded in pursuing the subject principal.
3. The company may also participate in consortia or group of complementary businesses, as well as in societies other than their subject, since limited liability.
CHAPTER II
Share capital, shares and bonds
Article 4
Capital
1. The capital stock fully subscribed and paid, is of 8,000,000 euros (eight million).
2. The share capital is represented by 1,600,000 shares with a nominal value of 5.00 euros (five euros) each and represented by securities of 1, 10, 50, 100 and 5,000 or more shares.
Article 5
Stocks
1. The securities representing shares shall be signed by two directors, one of which may be stamped.
2. The bonds may be divided or concentrated at the request of any interested shareholder.
CHAPTER III
Bodies
SECTION I
General provision
Article 6
Organs
1. The company has as its governing bodies the general meeting, the board of directors and the auditor, with the powers determined by law and these statutes.
2. The board members perform their duties for periods of four years, renewable.
3. The board members take up office as soon as they have been elected and continue to exercise their functions until the election to replace them.
4. The remuneration to be drawn by members of the general meeting of the board and the auditor shall be fixed by the General Assembly or by a committee of three persons elected by it for that purpose.
SECTION II
General Assembly
Article 7
General Assembly
The general meeting represents the totality of the shareholders and its resolutions are binding on all shareholders.
Article 8
The general meeting
1. Can only participate in general meetings the shareholders who have at least 100 registered shares or deposited in their name until 10 days before the date scheduled for the general meeting.
2. Every 100 shares one vote.
3. Shareholders who do not have the number of shares provided for in paragraph 1 of this article may be grouped in order to complete this paragraph, shall deposit in the office, until 10 days before the scheduled for the general meeting, the document showing the grouping , which shall contain, to be valid, a statement of the representative of shareholders grouped.
4. The members of the board and the auditor shall be present at general meetings and may participate in its work, but will not, as such entitled to vote.
Article 9
Bureau of the General Assembly
1. The board of the general assembly is composed of a chairman, a vice president and secretary, elected by the general meeting of shareholders or among other people.
2. The misconduct of members of the board will be provided under commercial law.
Article 10
General meeting of
1. The General Assembly is convened and led by the chairman of its bureau or whoever replaces him in accordance with commercial law.
2. Invitations to the general meeting must be made with at least, advertising and other requirements imposed by law, and the first call, can immediately be checked a second time to gather where the assembly can not work the first date.
3. The chairman of the General Assembly, or his substitute, it convene the Assembly to meet in the 1st quarter of each year, to deliberate on matters under the law and also to deal with any matters of interest to society specifically indicated in their invitation.
4. The General Assembly also meet when requested by members of the convocation of the board or supervisor or by shareholders representing at least the 5% of capital.
Article 11
Quorum deliberative
The General Assembly decides by simple majority of votes cast, not counting abstentions, except where the law requires a qualified majority and also the following cases in which any resolution requires two-thirds of the votes attaching to share capital:
a) development of any activity included in the object but not yet exercised;
b) Increase or reduction of capital or any security now or hereafter convertible into equity;
c) the granting of options and other rights of subscription or conversion of any securities into shares of the company, or any change in the classification of any part of the capital of the company;
d) processing, division, merger or dissolution of the company;
e) Amendment to the society resulting in reduction of shareholders' rights;
f) Application or a resolution for appointment of court administrator, or submission to the bankruptcy proceedings for reconstruction companies or any other resolutions with similar effects;
g) Application of results from exercise.
SECTION III
Board of directors
Article 12
Composition of the Board
1. The directors of the company will compete with a management board consisting of three or five members, one of whom shall be appointed chairman by resolution of the meeting.
2. The chairman of the board has a casting vote.
3. In the final impediment or absence of any director, other administrators shall co-opt a replacement within 60 days, whose term will end at the end of the period for which the other directors were elected.
4. Administrators may be required to post bail by the general assembly that elects them.
5. The board may delegate the daily management of the company in one or more directors or an executive committee composed of an odd number of members.
6. The board will meet at least once a quarter and even when its president, calling upon its own initiative or at the request of any administrator.
Article 13
Powers of board
1. It is for the board to deliberate on any matter of administration of the company, unless otherwise becomes available here.
2. Notwithstanding the provisions of paragraph three, the deliberations of the board are taken by simple majority vote of directors present or represented by letter or fax signed by them directed to the board with reference to the meeting.
3. The deliberations of the Board on the matters identified below require a qualified majority of two thirds or four fifths of the total number of members of the board, depending on the composition of either three or five members:
a) Disposal or encumbrance of real estate;
b) Any kind of guarantee provided by the company for the benefit of others, or the assumption of obligations by the company of others;
c) Dismissal of the company's auditors;
d) Any significant change in accounting practice or criteria for preparing reports and accounts of the company;
e) acquisition of any shares in other companies, either by subscription or by transfer or acquisition of any assets of another person or entity;
f) any capital increase to be decided by the Board and the approval of any proposed amendment to the contract of society, including inter alia, increase or reduction of capital, merger, division, transformation, dissolution or liquidation;
g) Appointment of the executive committee or the chief executive and his delegation of specified powers;
h) Hiring of Director General and Director of Administration and Finance.
4. The acts listed in subparagraphs (a) and (e) of the three require prior resolution of the General Assembly when they involve amounts exceeding twenty percent of the capital.
Artigo 13 A
(Prior authorisation by the holder of the shareholder position)
In addition to other matters for which it is empowered by law or the articles of association, prior authorisation shall be required from Turismo de Portugal, IP, which shall take the form of a resolution of the General Assembly
a) The provision of guarantees for the benefit of another entity.
b) Signing all legal acts or transactions from which the company has actual or contingent financial liabilities exceeding the annual budget or not included in the approved investment plan
Article 14
Representation of society
1. The Company undertakes:
a) the signature of two members of the board;
b) the signature of a trustee when there is an express delegation of the board for the practice of an act -
c) the signature of an appointed agent, within the powers granted to it.
2. On matters of mere expediency sufficient signature of a trustee or agent authorized to do so.
SECTION IV
Auditor
Article 15
Supervision of the affairs of society
The supervision of the affairs of the corporation is incumbent upon an auditor, which must be approved auditor. The auditor will also be an alternate statutory auditor.
CHAPTER IV
Final Provisions
Article 16
Application of results
The positive results of each financial year, duly approved, will be applied as follows:
a) Coverage of losses from previous years;
b) at least five percent for the reinstatement of the constitution or legal reserve;
c) Other reserves, if so decided by the General Assembly;
d) For distribution to shareholders by way of profits.
Article 17
Dissolution of society
1. The company is dissolved under the law.
2. The settlement will be under the law and the resolutions of the General Assembly.