Toyota Caetano Portugal, S.A.

Transcription

1 Toyota Caetano Portugal, S.A. Proposal for the Point One of the Agenda for the Ordinary General Meeting of Under the terms of paragraph a) of number 1 of article 376º of the Portuguese Company Code, the Board of Directors has the honor to propose for the consideration of the Shareholders the Management report, individual and consolidated accounts and the respective Notes, concerning the financial year of 2013, in order to take on such documents the deliberations that the law imposes. The Board of Directors

2 Toyota Caetano Portugal, S.A. Proposal for the Point Two of the Agenda for the Ordinary General Meeting of In accordance with the provisions of Article 376 (1-b) of Código das Sociedades Comerciais (Portuguese Companies Code), we propose the results ascertained for the financial year, amounting to ,00 and stated in the individual financial statements of Toyota Caetano Portugal, to be carried forward to the retained earnings account. The Board of Directors

3 Toyota Caetano Portugal, S.A. Proposal for the Point Three of the Agenda for the Ordinary General Meeting of Considering the existence of negative retained earnings at the end of the year, a total of ,00, and regarding the existence of sufficient free reserves to cover such negative retained loss amount, we propose the use of free reserves in the amount of ,00 for covering the above mentioned negative retained losses. The Board of Directors

4 Proposal for the Point four of the Agenda for the Ordinary General Meeting of It is proposed to give a vote of praise and confidence to the activity performed by the Management and Supervision bodies of the Company during the year two thousand and thirteen. GRUPO SALVADOR CAETANO, SGPS, S.A. Av. Vasco da Gama, Vila Nova de Gaia Portugal TEL (351) FAX (351) N.I.P.C C.R.C. de Vila Nova de Gaia Capital Social ,00

5 REMUNERATION COMMITTEE DECLARATION: The Remuneration Committee of Toyota Caetano Portugal, S.A states the following: a) Compliance with the policy set defined for Financial Year of 2013: Analyzed all accounting data and other records of Toyota Caetano Portugal, this Committee verified that there was no change on the remuneration of the Governing Bodies during the year 2013, thus having been complied the proposals of this Committee approved in the General Meeting of Shareholders of April 24, b) Policy of Remuneration applicable during the Financial Year 2014: In view of the current economic climate and given the forecasts of activity and results for the financial year 2014, provided by the Management of the Company, is the understanding of this Committee that should be maintained the amounts of remuneration of the fixed nature for all members of the governing bodies, until the terminus of the current term of office and if they remain in executive functions. However, this Committee considerers the possibility of revise the policy now defined, as strategic measure to adapt to the economic conditions evolution and their impacts on the automotive sector. For the non-executive, this Committee has the opinion that they shall not receive any remuneration, as it is the practice hitherto followed. Regarding the Variable Remuneration of the executive members of the Board of Directors, it has been allocated according to the results obtained by the Company, combining with the distribution policy of dividends to the shareholders and the bonus payable to employees. In 2013, this component of remuneration did not exceed 2% of distributable results as proposed by this Committee. In fact this remuneration did not exist. Therefore and referring to paragraph b) of number 3 of article 2 of Law 28/2009 of 19 June, this Remuneration Committee propose the maintenance of the criteria established for 2014, namely that the variable remuneration of the Executive Members of the Board of Directors does not exceeds 2% of the profits distributable determined in the financial year. The decision to award Variable Remuneration depending on the results obtained has implicit the

6 verification of the alignment of interests of the members of the Board of Directors with the interests of the Company and, therefore, is one of the mechanisms to be integrated in paragraph a) of number 3 of article 2 of Law No. 28/2009 of 19 June and simultaneously responding to paragraph e) of the same number of article 2 of Law No.28/2009, ensuring the limitation of the variable remuneration in the case that the results obtained are of a negative nature. Concerning the information related to paragraph c) of number 3 of article 2 of Law No. 28/2009 of June 19, we certify the absence of any plan of allocation of shares or options to acquire shares by the members of the administration and supervision. This committee proposes to maintain this criterion. The company's practice in the timing of annual payments must, in our opinion, remain, and therefore shall be excluded the possibility stated in paragraph d) of number 3 of article 2 of Law No. 28/2009. The Remuneration Committee Alberto Luis Lema Mandim Dr.ª Maria Conceição Monteiro da Silva Dr. Francelim Costa da Silva Graça

7 Toyota Caetano Portugal, S.A. Proposal for the Point Six of the Agenda for the Ordinary General Meeting of Under the terms and to the effects of item six of the Notice, the Board of Directors proposes the ratification of the appointment, by co-optation, of Mr. Yoichi Sato, taxpayer identification number , married and resident at 120 Rue Thiers Boulogne Billancourt, França, as an alternate member of the Board of Directors for the remaining period of the current term of office, due to the resignation presented by Mr. Shigeki Enami. The Board of Directors

8 Proposal for the Point Seven of the Agenda for the Ordinary General Meeting of Under the terms and for the purposes of the point seven of the Notice, it is proposed the appointment of Mr. Jorge Manuel Coutinho Franco da Quinta, married and resident at Rua Santos Pousada, 357, Vila Nova de Gaia to accomplish the function of Secretary of the General Assembly of this Company, for the remaining period of the current term of office, in view of the death of Mr. António Manuel de Oliveira Saramago Vila Nova de Gaia, 3th April, 2014 GRUPO SALVADOR CAETANO, SGPS, S.A. Av. Vasco da Gama, Vila Nova de Gaia Portugal TEL (351) FAX (351) N.I.P.C C.R.C. de Vila Nova de Gaia Capital Social ,00