The energy

CHAPTER I

Name, Duration, Registered Office, and Purpose

Chapter 1.º

Name and Duration

1 - The company adopts the form of a public limited company with exclusively public capital and the name of APDL - Administração dos Portos do Douro, Leixões e Viana do Castelo, S.A., abbreviated as APDL, S.A.

2 - The company has an unlimited duration.

Chapter 2.º

Office

1 - The company has its registered office at Avenida da Liberdade, in Leça da Palmeira, Matosinhos.

2 - By resolution of the board of directors, the company may change its registered office and also establish or close the forms of representation it deems necessary to pursue its statutory purposes at any point within the national territory or abroad.

Chapter 3.º

Object

1 - APDL, S.A., has as its object the administration of the ports of Douro, Leixões, and Viana do Castelo, as well as the navigable waterway of the Douro River, aiming at their economic exploitation, conservation, and development, encompassing the exercise of the competences and prerogatives of port authority that are or may be entrusted to it.

2 – APDL, S.A. may also develop ancillary or complementary activities to those referred to in the previous paragraph, including dry ports, intermodal road-rail terminals, and related services and infrastructures under its management, located within or outside its area of jurisdiction.

CHAPTER II

Share Capital, Shares, and Bonds

Artigo 4.º

Share Capital

1 - The share capital, fully subscribed and paid-up, amounts to €51,035,000 and is divided into 10,207,000 shares, with a nominal value of €5 each.

2 - As ações são nominativas e revestem a forma escritural.

3 - The shares representing the share capital must belong exclusively to the State, to legal entities of public law, to public companies, or to companies with exclusively public capital.

4 - Increases in share capital are always decided by the general assembly, without prejudice to the provisions of the preceding paragraph.

5 - The company may issue, both in the domestic and foreign capital markets, bonds and other debt securities, in accordance with current legislation.

CHAPTER III

Corporate Bodies

SECTION I

General Provision

Article 5.º

Corporate Bodies

1 - The company has as its corporate bodies the general assembly, the board of directors, the supervisory board, and the statutory auditor or auditing firm, with competences defined by law and these bylaws.

2 - The members of the corporate bodies are considered vested as soon as they have been elected and remain in office until the appointment of their successors.

SECTION II

General Assembly

Article 6.º

Participation in theGeneral Assembly

1 - The general assembly is composed of shareholders with voting rights.

2 - One vote corresponds to every 100 shares. Shareholders owning a lower number of shares may group together so that, collectively, and represented by one of the group members, they meet the conditions necessary to exercise the voting rights.

3 -The State is represented at the general assembly by the person appointed by order of the government members responsible for the areas of finance and the relevant sector of activity.

4 - Shareholders who are legal entities shall indicate, by letter addressed to the chairman of the board, who represents them at the general meeting.

5 - No shareholder can be represented by more than one person at the same session of the general meeting.

6 - The members of the board of directors and the supervisory board must attend the general meeting and may participate in the proceedings. The statutory auditor or auditing firm that has examined the accounts must be present at the annual general meeting but does not have voting rights in that capacity.

7 - Voting by correspondence is not permitted..

Article 7.º

Meetings and Resolutions of the General Meetinge

1 - The general meeting shall meet once a year to consider the financial statements and accompanying reports and opinions, when its convocation is requested by a shareholder or shareholders holding shares representing at least 5% of the share capital, and whenever the board of directors or the supervisory board deem it necessary.

2 - The general meeting's board consists of a chairman and a secretary, elected at the general meeting for a term of three years.

3 - The general meeting shall be convened at least 30 days in advance by registered letter, indicating explicitly the matters to be addressed.

4 - The general meeting for the election of members of the corporate bodies cannot deliberate unless shareholders representing at least 51% of the share capital are present or represented.

Article 8.º

Competences of the General Meeting

1 - The general meeting deliberates on all matters for which the law or these bylaws grant it competence.

2 - In particular, it is incumbent upon the general meeting to:

a) Deliberate on the management report and the accounts of the financial year, as well as on the proposal for the allocation of results, and to make a general assessment of the administration and supervision of the company;

b) Approve the annual and multi-year plans for maritime, river, and land works and equipment of the ports under the jurisdiction of APDL, S.A., and of the navigable waterway of the Douro River;

c) Approve the annual operating and investment budget;

d) Elect and dismiss the members of the general meeting board, the board of directors, and the supervisory board, the statutory auditor or the auditing firm;

e) Decide on any amendments to the bylaws and increases in capital;

f) Decide on the remuneration of the members of the corporate bodies, and may, for this purpose, appoint a remuneration committee;

g) Authorize the acquisition and disposal of real estate and the realization of investments when their value exceeds 10% of the share capital;

h) Decide on the issuance of bonds or other debt securities;

i) Decide on the issuance or conversion of shares or other securities in book-entry form.

SECTION III

Board of Directors

Article 9.º

Composition of the Board of Directors

1 - The board of directors is composed of a chairman and up to three directors, one of whom is designated or proposed by the government member responsible for the area of finance, who must expressly approve any matter whose financial impact on the company exceeds 1% of the net assets.

2 - The term of office for members of the board of directors is three years, renewable for up to a maximum of three consecutive renewals.

3 - In his absence or impediment, the chairman of the board of directors is replaced by the director appointed by him for that purpose.

Article 10.º

Competences of tyhe Board of Directors

The board of directors manages the company's business and carries out all acts and operations related to the corporate purpose that do not fall within the competence of other corporate bodies. Its responsibilities include:

a) Prepare the annual and multi-year plans for maritime, river, and land works and equipment of the ports under the jurisdiction of APDL, S.A., and of the navigable waterway of the Douro River, as well as a program of activities for the railway infrastructure under its management, which includes investment and financing plans, to be submitted for approval by the general meeting;

b) Construct, acquire, maintain, and supervise maritime, river, and land works, floating and land equipment of the ports under the jurisdiction of APDL, S.A., and the navigable waterway of the Douro River, as well as maintain the depths and their accesses;

c) Ensure the permanent maintenance of infrastructure conditions, conservation, and safety of railway traffic on the railway infrastructure managed by APDL, S.A;

d) Draft the necessary regulations for the operation of the ports under the jurisdiction of APDL, S.A., and the navigable waterway of the Douro River;

e) Exercise, authorize, and regulate port activities under the jurisdiction of APDL, S.A., and those related to the management of the navigability of the Douro River, or activities directly related to them, concerning ship and cargo movement, storage, and other services such as water supply, electricity, and other forms of energy, fuels, and equipment rental, and apply the sanctions provided for by law, without prejudice to the competence conferred on other entities;

f) Operate, or authorize, railway activities on the railway infrastructure managed by APDL, S.A.;

g) Prepare the budget and its amendments;

h) Prepare and submit to the general meeting for approval the management report and the annual accounts, as well as the proposal for the allocation of results;

i) Define the structure and general organization of APDL, S.A.;

j) Appoint and dismiss the heads of services, as well as hire, contract, and dismiss the staff necessary for the performance of APDL, S.A.'s tasks, and exercise disciplinary power over them, in accordance with applicable laws and regulations;

k) Decide on loans or other financial operations;

l) Authorize the granting of subsidies to official or private organizations whose activities directly or indirectly concern APDL, S.A.'s action, as well as to social and cultural projects;

m) Administer the public domain within its jurisdiction, grant licenses and concessions for its use, and define the public interest in its private use for concession purposes;

n) Grant the concession for the operation of port facilities, services, or activities related to them, as well as areas intended for industrial or commercial facilities related to those activities;

o) Grant licenses or concessions, in accordance with applicable legislation, for the exploitation, use, occupation, or exercise of any activities on the lands, buildings, and other infrastructures of the railway public domain under its management;

p) Request from the users of the ports under the jurisdiction of APDL, S.A., and the navigable waterway of the Douro River statistical data, information, or forecasts concerning the activities carried out in the jurisdiction area, the knowledge of which is relevant for the evaluation or determination of the overall port and river traffic or for any other statistical purpose related to the activity of APDL, S.A.;

q) Ensure the safety of the port facilities under the jurisdiction of APDL, S.A., and the navigable waterway of the Douro River, by promoting the necessary regulations and using appropriate means and devices;

r) Ensure the safety of the port facilities and railway infrastructures under the management of APDL, S.A., and the navigable waterway of the Douro River, by promoting the necessary regulations and using appropriate means and devices;

s) Prepare an emergency plan that includes a list of various organizations to be informed in the event of serious incidents or serious disruptions to railway traffic;

t) Take out personal, property, or other insurance as necessary;

u) Acquire and lease or lease out real estate, as well as sell those that do not fall within the public domain, located within or outside the jurisdiction area, in accordance with applicable legislation;

v) Collect and receive the revenues from the operation of the ports under the jurisdiction of APDL, S.A., and the navigable waterway of the Douro River, and all other revenues legally belonging to it, and authorize the refund of improperly collected amounts;

w) Collect and receive the revenues from the operation of ports, other railway infrastructures under its management, and all other revenues legally belonging to it, as well as authorize the refund of improperly collected amounts;

x) Promote expropriation for public utility of real estate and exercise administrative, port, and railway servitudes;

y) Approve internal regulations for the implementation of these bylaws and necessary for the proper functioning of the services and ensure their compliance;

z) Represent the company in and out of court, both actively and passively, with the power to withdraw, settle, and confess in any lawsuits, as well as conclude arbitration agreements;

aa) Appoint proxies for the company with the powers it deems appropriate;

ab) Exercise any other powers conferred on it by law or the general meeting.

Article 11.º

Delegation of Powers

Without prejudice to the provisions of Article 407(2) of the Commercial Companies Code, the board of directors may delegate some or all of its powers to one or more of its members, defining in minutes the limits and conditions of such delegation.

Article 12.º

Binding of the company

1 - The company binds itself:

a) By the signature of two members of the board of directors, one of whom is the president or their substitute;

b) By the signature of one director, when there is express delegation by the board of directors for the performance of a specific act;

c) By the signature of an appointed representative within the scope of their mandate.

2 - For matters of mere routine, the signature of one member of the board of directors is sufficient.

Article 13.º

Responsibilities of the Chairman of the Board of Directors

1 - It is the responsibility of the chairman of the board of directors to coordinate and provide general guidance to the activities of this body, especially:

a) Summon the board of directors, set the agenda, and preside over its meetings;

b) Represent the board, both in and out of court, without prejudice to other representatives or agents being designated for this purpose.

2 - Whenever exceptional and urgent circumstances demand it, and it is not possible to convene the board of directors, the chairman may carry out any acts within the competence of the board. However, such acts are subject to ratification at the first meeting held after their execution.

Article 14.º

Functioning of the Board of Directors

1 - The board of directors meets regularly once a week and, exceptionally, when summoned by the chairman, at his initiative, or upon request of two other members.

2 - The board of directors can only deliberate when the majority of its members are present.

3 - Decisions of the board of directors are made by an absolute majority of the votes cast, with the chairman, or their substitute, having a casting vote if necessary.

4 - Decisions of the board of directors are recorded in minutes, signed by the members present at the meeting.

5 - The absence of a board member from more than two meetings of this body per year, whether consecutive or intermittent, without justification accepted by the board of directors, leads to a permanent absence of the director, necessitating their replacement in accordance with the Commercial Companies Code.

SECTION IV

Fiscal Council

Article 15.º

Supervision

1 - The supervision of the company is the responsibility of a supervisory board and an official auditor or an auditing firm, which is not a member of that body, all elected in a general meeting for a period of three years.

2 - The supervisory board consists of a chairman, two regular members, and one substitute.

Article 16.º

Competencies

In addition to the competencies established by law and these bylaws, it is the responsibility, in particular, of the supervisory bodies:

a) Attend board of directors' meetings, as required by law or whenever deemed appropriate;

b) Provide opinions on any matter presented to it by the board of directors;

c) Issue opinions on the budget, balance sheet, inventory, and annual accounts;

d) Present to the board of directors any matter that should be considered by it.

CHAPTER IV

Financial and Patrimonial Regime

Article 17.º

Gestão financeira e patrimonial

1 - In its financial and patrimonial management, APDL, S.A., must observe legal and regulatory rules and apply the principles of good corporate governance to ensure its economic viability and financial balance.

2 - Throughout financial and patrimonial management, separate accounting must be ensured between the public service activity of managing railway infrastructure and the other activities of APDL, S.A.

Article 18.º

Revenues

1 - The revenues of APDL, S.A. consist of:

a) Contributions, subsidies, and financial compensations from the State or any entities, public or private, national or foreign, including those resulting from access to European Structural and Investment Funds;

b) Proceeds from fees, charges, and other revenues resulting from licenses, approvals, similar acts, and services provided within its activity scope;

c) Proceeds from fees and other revenues resulting from the operation, concession, and licensing of port activities under the jurisdiction of APDL, S.A., and the navigable waters of the Douro River, port areas, and associated real estate areas, as well as the management of railway infrastructure assigned to it and its usage;

d) Income from the management of movable and immovable property, as well as, to the extent that the respective revenue is attributed to it, from the management of State-owned public or private property entrusted to its administration;

e) Income from its own assets and the proceeds from their sale and the establishment of rights over them;

f) Income from financial investments, without prejudice to the principle of treasury unity, where applicable;

g) Due compensations, donations, and legacies granted by public or private entities;

h) Legal amounts resulting from fines and other penalties;

i) Revenue from the sale of publications and patented processes, particularly for the purpose of awarding projects and works;

j) Profits or dividends from companies in which it participates;

k) Compensations from the State for the public service of managing road infrastructure assigned to it;

l) Any revenues assigned to it by law, contract, or other title.

2 - The coercive collection of revenues is carried out through tax enforcement, as provided by law.

Article 19.º

Expenses

1 - Expenses within the jurisdiction of APDL, S.A., concerning the operation and management of the ports of Douro, Leixões, and Viana do Castelo, the navigable waters of the Douro River, and the railway infrastructure under its management, include any and all charges resulting from the operation of the services assigned to it, the pursuit of its assignments, the exercise of related competencies, and participation in necessary operations.

2 - Additionally, expenses within the jurisdiction of APDL, S.A., concerning the operation and management of the ports of Douro, Leixões, and Viana do Castelo, the navigable waters of the Douro River, and the railway infrastructure under its management, include the interest and amortization of loans that may be contracted, in accordance with legal provisions, to directly or indirectly ensure the operation and management of the aforementioned facilities.

CHAPTER V

Disposições finais

Article 20.º

Allocation of Profits

1 - The positive results of each fiscal year, duly approved, are allocated as follows:

a) A minimum of 10% for the constitution or integration of the legal reserve, until reaching the legally required amount;

b) Other applications imposed by law;

c) A percentage to be distributed among the shareholders as dividends, to be defined by the general meeting, by majority vote;

d) For other purposes that the general meeting decides are in the interest of the company.

2 - Whenever the volume of the results justifies it, the general meeting may decide to allocate to the employees and members of the board of directors, as profit-sharing and based on criteria defined by it, a percentage of these results, not exceeding 10%.

Article 21.º

Dissolution abd Liquidation

1 - The company is dissolved in the cases and terms provided by law.

2 - The liquidation of the company is governed by the provisions of the law and the resolutions of the general meeting.