Lisbon, Portugal, April 28, 2000 – Portugal Telecom (NYSE: PT; BVL: PTCO.IN), the Portuguese telecommunications company, today announced that the following resolutions were approved at the Annual General Shareholders’ Meeting held yesterday:
Portugal Telecom’s management report, and the consolidated and unconsolidated financial statements for 1999.
Appropriation of net income as follows:
- PTE 4,956,754 thousand as legal reserve;
- PTE 41.8 billion as dividends, corresponding to a gross dividend of PTE 40 per share (or ADS1), to be paid on May 26th, 2000;
- PTE 18,155,790 thousand as retained earnings;
- PTE 1.3 billion for profit distribution to Employees;
- PTE 32,922,535 thousand as free reserves.
Authorization for Portugal Telecom to purchase or sell its own shares (up to 5% of the share capital), bonds and other securities.
As part of PT’s Group restructuring, the formation by Portugal Telecom, S.A. of a new company to be known as PT-Comunicações, S.A., to be funded by payments in kind comprising the resources - assets and liabilities - to be used for its activities in managing and operating telecommunications infrastructures, and providing telecommunications services.
Issuance of bonds and other securities up to PTE 290 billion.
Management commented: “With their approval of these resolutions, our shareholders have endorsed the business development strategy of Portugal Telecom, assuring adequate flexibility in management and contributing to two main goals: successfully competing in the liberalized Portuguese market, and consolidating the Group’s international operations.”
Additionally, the election of Governing Bodies for the three-year period 2000/2002 was approved as follows:
- Board of Shareholders’ Meeting
- Chairman – Professor Armando Manuel de Almeida Marques Guedes
- Vice-Chairman - Mr. Miguel António Monteiro Galvão Teles
- Secretary - Mr. José António Martins Moura Calhão
- Board of Directors
- Chairman - Mr. Francisco Luís Murteira Nabo
- Directors - Mr. Miguel António Igrejas Horta e Costa
- Director - Mr. Norberto Veiga de Sousa Fernandes
- Director - Mr. Estanislau José Mata Costa
- Director - Mr. Francisco José de Azevedo Padinha
- Director - Mr. Eduardo Augusto Marques Henriques Martins
- Director - Mr. Carlos Jorge Lemos Antunes
- Director - Mr. Eduardo Perestrelo Correia de Matos
- Director - Mr. Helder Neves Seabra
- Director - Mr. Victor Manuel Pereira Dias
- Director - Mr. Pedro Amadeu de Albuquerque Santos Coelho
- Director - Mr. Manuel António Ribeiro Serzedelo de Almeida
- Director - Mr. Almerindo da Silva Marques
- Director - Mr. João Manuel de Mello Franco
- Director - Mr. Fernando Maria da Costa Duarte Ulrich
- Director - Mr. Zeinal Abedin Mahomed Bava
- Director - Mr. Paulo Jorge da Costa Gonçalves Fernandes
- Director - Mr. António Viana Baptista
- Director - Mr. Hugh Merrill
The elections to the Board of Directors of Mr. Iriarte José de Araújo Esteves, Mr. José Manuel Romão Mateus, Mr. Guilhermo Fernandez Vidal and Mr. Joaquim Aníbal Brito Freixial de Goes were also approved. The elections of these four members to the Board of Directors will be subject to shareholder approval, at a shareholders’ meeting to take place in the near future, of Portugal Telecom, S.A.’s conversion into a holding company and the consequent change of the company’s articles of association.
- Statutory Audit Board
- Chairman - Mr. Manuel Cabeçadas Atayde Ferreira
- Officer - Mr. José António Cordeiro Baptista
- Officer - Ascenção, Gomes, Cruz & Associados, Soc. de Revisores Oficiais de Contas, represented by Mr. Mário João de Matos Gomes
- Deputizing Statutory Officer - Mr. José Vieira dos Reis
Finally, the shareholders approved a vote of confidence in all members of the Board of Directors and the Statutory Audit Board.
Due to the lack of quorum, the change of Portugal Telecom, S.A.’s articles of association in connection with its planned conversion into a holding company - Portugal Telecom, SGPS, S.A. - was not approved. For this purpose, a shareholders’ meeting will be convened in the near future.
Corporate Governance
Following the shareholders’ meeting, the Board of Directors met and by chairman’s proposal elected the new Executive Committee, as follows:
- Chairman – Mr. Francisco Luís Murteira Nabo
- Vice - Chairman - Mr. Miguel António Igrejas Horta e Costa
- Vice - Chairman - Mr. Norberto Veiga de Sousa Fernandes
- Director - Mr. Estanislau José Mata Costa
- Director - Mr. Carlos Jorge Lemos Antunes
- Director - Mr. Paulo Jorge da Costa Gonçalves Fernandes
- Director - Mr. Pedro Amadeu de Albuquerque Santos Coelho
Due to the necessity to separate senior management functions from operational management of the various businesses and in the context of the conversion of Portugal Telecom, S.A. into a holding company, the Board of Directors has also approved the creation of a High Management Committee, comprised of Executive Committee members and the Chief Executive Officers of the PT Group's main companies. This new committee will be closely linked to the Executive Committee, and will serve to reinforce and encourage coordination and cooperation among the operating units of the holding company.
Contacts:
Pedro Dias
Portugal Telecom
Tel.: 011-351-21-500-1701
pedro.m.dias@telecom.pt
Vitor Sequeira
Portugal Telecom
Tel.: 011-351-21-500-2559
vitor.j.sequeira@telecom.pt
James P. Prout
Taylor Rafferty
Tel.: 212-889-4350