12. Any Restrictions on the Right to Vote, Such as Restrictions on Voting Rights Subject to Holding a Number or Percentage of Shares, Deadlines for Exercising Voting Rights, or Systems Whereby the Financial Rights Attaching to Securities are Separated from the Holding of Securities (Art. 29.º-H/1/f PSC)
The Company and its Board of Directors particularly value the principles of free transferability of shares and assessment by shareholders of the performance of members of the Board of Directors.
As such Art. 24 of the Articles of Association of the Company establishes the rule that each share has the right to one vote.
Accordingly, the Company has not established mechanisms intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each ordinary share, inter alia, no special rights for shareholders or restraints on the exercise of voting rights are provided for in the Company’s Articles of Association, nor is there any special rule in the Articles of Association regarding systems whereby the financial rights attached to securities are separated from the holding of securities.
Attending the Shareholders’ Meeting is not subject to holding a minimum number of shares.
According to Art. 26 of the Articles of Association of the Company, the Shareholders’ Meeting may take place upon the first convocation, as long as more than 50% of the Company’s capital is present or represented.
Participation in the General Shareholders’ Meeting
Under the provisions of the Portuguese Securities Code and Art. 23 of the Articles of Association, the shareholders that meet the following conditions can participate and vote at the General Meeting:
- On the Record Date, corresponding to 00:00 (GMT) of the fifth trading day prior to the General Shareholder’s Meeting, they held shares of the Company entitling them to at least one vote;
- By the end of the day prior to the day of the Record Date, they had stated in writing, to the respective financial intermediary, their intention to participate in the meeting;
- By the end of the day of the Record Date, the respective financial intermediary has sent to the Chairman of the General Shareholder’s Meeting information on the number of shares registered under that shareholder’s name on the Record Date.
Remote Participation in the General Shareholders’ Meeting
The Company implemented adequate means for the remote participation by its shareholders in the General Meeting. In 2023 a General Meeting of the Company took place, in which shareholders could participate in person or, if they so wished, by telematic means, under the provisions of sub-paragraph b) of paragraph 6 of Art. 377 CCC.
Shareholders who declared they wanted to participate in the General Meeting by telematic means had to indicate an email address, to which the Company sent the link to the telematic session at stake, and an individual shareholder participation code, which served to complement the respective identification at the beginning of the meeting.
Postal Vote
According to paragraph three of Art. 25 of the Articles of Association, postal votes are allowed. Pursuant to the Articles of Association, postal votes count for the formation of a constitutive quorum for the General Shareholders’ Meeting, and it is the responsibility of the Chairman of the Board of the General Shareholders’ Meeting or his substitute to verify their authenticity and full compliance with the procedures, as well as to assure confidentiality when a vote is submitted. In the event that a shareholder or a shareholder’s representative is present at the General Shareholders’ Meeting, the postal vote that was issued is revoked.
Postal votes count as negative votes in relation to deliberative proposals presented subsequent to the date on which those votes were issued.
The Company has provided a form to exercise the right to vote by post on its web page.
As the Company’s Articles of Association do not state anything on this matter, the Company has established a deadline of 48 hours prior to the General Shareholders’ Meeting for receipt of postal votes, thus complying with and, to a certain extent, exceeding the recommendations of the CMVM on this matter.
Vote by Electronic Means
The Company, also recognising that using computerised means encourages shareholders to exercise their right to vote, has adopted, since 2006, adequate mechanisms so that they may vote electronically in General Shareholders’ Meetings, having proceeded in 2020 to some changes in the procedures that, for this purpose, it had been implementing, such procedures having been disclosed ever since in the notices issued and on its institutional website.
Thus, shareholders who wished to exercise their right to vote electronically at the 2023 General Meeting had to express it, in due time, to the Chairman of the Board of the General Shareholders’ Meeting, through the email address assembleiageral@jeronimo-martins.com. In that expression of interest, shareholders had to indicate an email address to which, subsequently, an identifier code was sent, to be used in the electronic mail message by which the shareholder exercised its right to vote.
Election of Members of Corporate Bodies
At the Company’s General Meeting held on 20 April, 2023, the election of members of the Company’s bodies was not carried out. However, shareholders continued to be urged in the respective notice, dated 27 March, 2023 to, in the construction of proposals that may be presented at future General Meetings for the mandate of the corporate bodies, contribute to improving the performance of the bodies and balance in their composition, taking into account, namely, criteria of competence, independence, integrity, availability, experience, and considering also diversity requirements, with particular attention to gender diversity, as legally required. It was further referred that proposals to presented in the future should be substantiated as to the suitability of the profiles, knowledge and curricula to the function(s) to be performed by each candidate.