CHAPTER I

Name, duration, head office and object

Article 1

Name and duration

1. The company adopts the form of a joint-stock company of exclusively public capital and is named APDL - Administração dos Portos do Douro, Leixões e Viana do Castelo, SA, henceforth abbreviated to APDL, SA.
2. The company has unlimited duration.

Article 2

Head Office

1. The company has its head office in Avenida da Liberdade, Leça da Palmeira, Matosinhos.
2. The board of directors has deemed that the company can move its head office and also establish other forms of representation considered necessary for the prosecution of its statutory aims anywhere in Portugal or abroad.

Article 3

Object

The mission of APDL, SA is to manage the Douro, Leixões and Viana do Castelo ports and the inland waterway of Douro river, undertaking their economic exploitation, conservation and development, includes the powers assigned to the port authority.

CHAPTER II

Share capital, shares and bonds

Article 4

Share capital

1. The share capital, fully subscribed and realised, is € 51 035 000 and is divided into 10 207 000 shares, each of a nominal value of €5.
2. The shares are nominative and are in the form of deeds.
3. The shares representing the share capital belong exclusively to the state, publicly registered companies, public companies or companies of exclusively public capital.
4. The rises in share capital are always decided through general assembly, notwithstanding that outlined in the previous point.
5. The company may issue bonds and other securities, both in the domestic and the foreign markets, under the terms of the legislation in force.

CHAPTER III

Governing bodies

SECTION I

General stipulations

Article 5

Governing bodies

1. The governing bodies of the company are the general assembly, the board of directors, the statutory audit board and the chartered accountant or the company chartered accountant, whose powers are conferred by the law and these statutes.
2. The members of the governing bodies take up their duties immediately after being elected and remain in their function until other members are named to replace them.

SECTION II

General Assembly

Article 6

Participation in the general assembly

1. The General Assembly is made up of the shareholders with the right to vote.
2. Every 100 shares corresponds to one vote. Shareholders who have a lower number of shares may group together and nominate a representative from one of the group to exercise their right to vote.
3. The state is represented in the general assembly by the person designated in the joint dispatch from the members of the government responsible for finance and for the port sector.
4. Shareholders who are companies shall indicate who will represent them in the general assembly in a letter addressed to the chair of the general assembly.
5. No shareholder may be represented by more than one person in the same general assembly.
6. The members of the board of directors and the audit committee must attend the general assembly meetings and can take part in the tasks on the agenda and the official chartered accounts or official auditing company that has examined the accounts must attend the annual general assembly,but do not have the right to vote.
7. Voting by correspondence is not allowed.

Article 7

Meetings and decisions of the general assembly

1. The general assembly shall be meet once a year to assess the documents making up the report and accounts and annexed statements or when convened upon request from a shareholder or shareholders that have shares corresponding to at least 5% of the share capital or whenever the board of directors or statutory auditor deems it necessary.
2. The board of the general assembly is made up of a chair and a secretary, elected by the general assembly for a period of three years.
3. The general assembly shall be convened at least 30 days in advance, by registered letter, outlining the subjects to be discussed.
4. The general assembly may not elect the social bodies without shareholders or shareholders' representatives present representing at least 51% of the share capital.

Article 8

Powers of the general assembly

1. The general assembly will make decisions on all the subjects in accordance with the powers it is bestowed by law or these statutes.
2. The general assembly especially has powers to:
   a) To decide on the management report and accounts, as well as on the proposal for the application of results and to proceed to the general assessment of the company's management and supervision;
   b) Approve the annual and multi-annual plans for maritime, river and land works and also for ports equipment under APDL, SA jurisdiction and the inland waterway of Douro river;
   c) Approve the operating budget and the annual investments;
   d) Elect and dismiss the members of the general assembly board, the board of directors and the audit committee, the official chartered accounts or official auditing company;
   e) Decide on any changes to the statutes and increases in capital;
   f) Decide on the remunerations of the members of the social bodies, designating, for the purpose, a fixation salaries committee;
   g) Authorise the purchase and transfer of assets and the undertaking of investments, when the respective value exceeds 10% of the share capital;
   h) Issue bonds or other securities;
   i) Issue or convert shares or other securities in the form of deeds.

SECTION III

Board of directors

Article 9

Members of the board of directors

1. The board of directors comprises a chairman and up to three members, one of them designated or proposed by the government member responsible for finance, which must expressly approve any matter whose financial impact on the company exceeds 1% of the net assets.
2. The members of the board of directors have three-year mandates, which may be renewed up to a maximum of three consecutive renewals.
3. When unable to attend or carry out his functions, the chairman of the board of directors is replaced by the member he designates for the purpose.

Article 10

Powers of the board of directors

The board of directors manages the company affairs and carries out all the acts and operations relative to the company mission that are not the responsibility of the other social bodies. It is in charge of:

a) Drawing up annual and multi-annual plans for maritime, river and land works and acquisition of port facilities under APDL, S.A. jurisdiction and the inland waterway of Douro river, to be submitted to the general assembly for approval;

b) Building, acquiring, conserving and inspecting the maritime, river and land works, the floating and land port facilities under APDL, S.A. jurisdiction and the inland waterway of Douro river, as well as conserving the depths and the port accesses;

c) Drawing up the regulations needed for the port operation under APDL, S.A. jurisdiction and the inland waterway of Douro river;

d) Exercising, authorising and regulating port activities under APDL, S.A. jurisdiction and those related to the inland waterway of Douro river or directly related activities regarding the movement of ships and commodities, storage and other service provision, such as supplying water, electricity, fuel and renting equipment, and applying fines stipulated by law without encroaching on the powers conferred to other entities;

e) Drawing up the budget and its changes;

f) Drawing up and submitting the management report and accounts to the general assembly for approval, as well as the proposal for the application of results;

g) Defining the structure and general organisation of APDL, SA.;

h) Nominating and releasing managers of the services, and recruiting, contracting and releasing the necessary staff in line with the needs of APDL, SA, and exercising the respective disciplinary measures, in accordance with the legal rules and regulations;

i) Contracting loans or other financial operations;

j) Authorising the granting subsidies to official or private bodies whose activities are directly or indirectly of interest to APDL, SA, and to social and cultural initiatives;

l) Creating duty-free zones or general duty-free warehouses at the Port of Douro, Leixões and Viana do Castelo and the inland waterway of Douro river and presenting the respective proposals to the relevant government members;

m) Managing the public domain in its area of jurisdiction, attributing licences and concessions for its usage and defining the public interest of the respective private use for the purposes of concession;

n) Attributing concessions for provision of services or activities at the port and setting aside areas for premises of closely related industrial or business activities;

o) Requesting users of the ports under APDL, S.A. jurisdiction and the inland waterway of Douro river for statistical data or forecasts referring to the activities undertaken in their area of jurisdiction, which is of interest for assessment of the general throughput of the ports and those inland waterway or for any other statistical purpose related to the activity of APDL, SA;

p) Guaranteeing the safety of port facilities under APDL, S.A. jurisdiction and the inland waterway of Douro river, implementing the necessary regulations and using suitable facilities and devices;

q) Contracting personal or property insurance or any other insurance policy that is necessary;

r) Acquiring and leasing property and selling property that is not part of the public domain, located inside or outside APDL area of jurisdiction  under the terms of the applicable legislation;

s) Charging and collecting revenue from the operation of the ports under APDL, S.A. jurisdiction and the inland waterway of Douro river and all other fees that are legally enforceable and authorising the refund of sums improperly charged;

t) Expropriating property for public use and for creating administrative and port thoroughfares;

u) Approving the internal regulations for the execution of these statutes, which are needed for the good functioning of the services and ensuring they are complied with;

v) Representing the company, whether legally bound or not, actively and passively, in so doing bringing, ceasing or declaring in any lawsuit and signing arbitration conventions;

w) Constituting powers of attorney for the company, granted the powers deemed appropriate;

z) Exercising other powers that the company is attributed by law or at its general assembly.

Article 11

Delegation of powers

Notwithstanding that stipulated in no. 2 of Article 407 of business law, the board of directors may delegate any of its members some of its powers, defining the limits and conditions of any such delegation in minutes.

Article 12

Legally binding the company

1. The company is legally bound through:
   a) The signature of two members of the board of directors, one of which shall be the chairman or the chairman's substitute;
   b) The signature of one director, when he has express delegation from the council for practising a given act;
   c) The signature of the power of attorney, in line with his corresponding mandate.
2. In merely expedient matters the signature of a member of the Board of Directors is sufficient.

Article 13

Powers of the chairman of the board of directors

1. The chairman of the board of directors is responsible for the coordination and general guidance of the activities of the board, and especially:
   a) Convening of the board of directors, establishing the agenda and chairing the respective meetings; 
   b) Representing the board, whether legally bound or not, without encroaching on the powers of other representatives or agents who may have been designated for the purpose.
2. Whenever exceptional and urgent circumstances make it necessary and it is not possible to convene the board, the chairman may carry out any acts in the name of the board, but such acts shall be subject to ratification at the first subsequent meeting.

Article 14

Functioning of the board of directors

1. The board of directors will usually meet once a week and will hold extraordinary meetings when convened by the chairman, on his own initiative or upon request from two of the other members.
2. The board of directors may only make decisions when the majority of its members are present.
3. The decisions of the board of directors are taken through absolute majority of votes expressed, with the chairman, or his substitute, having the casting vote.
4. The decisions of the board of directors are recorded in minutes, signed by the members present at the meeting.
5. The absence of one member of the board of directors from more than two meetings per year, followed or not, without an accepted justification of the board of directors will lead  to an effective absence of the director, which must be followed by his replacement in accordance with the stipulations of business law.

SECTION IV

Statutory auditor

Article 15

Inspection

1. Inspection of the company shall be exercised by an audit committee and by an official chartered accountant or official auditing company, which is not a member of that body, elected by the general assembly for a period of three years.
2. The audit committee is made-up of a chairman, two permanent members and an alternate.

Article 16

Powers

In addition to the powers stipulated in general law, the supervising bodies are especially responsible for:

a) Attending the meetings of the board of directors in accordance with the law or whenever deemed necessary;

b) Issuing statements on any subject that is submitted to it by the board of directors;

c) Issuing statements on the budget, balance sheet, inventory and annual accounts;

d) Submitting to the board of directors any subject that it deems should be analysed.

CHAPTER IV

Financial and patrimonial regime

Article 17

Financial and patrimonial management

 

In its financial and patrimonial management, APDL, S.A. must comply with the legal and regulatory rules and apply the principles of good business management in order to ensure its economic viability and its financial stability.

Article 18

Revenue

 

1. The revenues of APDL, S.A. are the following:

a) Contributions, subsidies and financial compensation from the state or any entity, public or private, domestic or foreign, including those resulting from access to European structural and investment funds;

b) Fees and other revenues from licenses, approvals and similar acts and services in its activity under APDL, S.A. jurisdiction and the inland waterway of Douro river;

c) Fees and other revenue related to the exploration, allocation and licensing of port activity under APDL, S.A. jurisdiction and the inland waterway of Douro river, and other patrimonial areas;

d) Revenue from management of the fixed and movable heritage, and pursuant to the respective revenue is allocated, the management of property in the public or private domain of the state entrusted to his administration;

e) Income from the assets and the proceeds of its sale and rights of establishment on them;

f) Income from financial investments, subject to the principle of treasury unit, if applicable;

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

h) Legal amounts resulting from the imposition of fines and other penalties;

i) Sales of publications and patented processes, in particular, for the purposes of award of projects and works;

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

l) Any income which, by law, contract or other evidence may be assigned.

2. The coercive collection of revenue is made through tax enforcement, in accordance with the law.

 

Article 19

Expenses

 

1.  Expenditure under the jurisdiction of the APDL, S.A. and the operation and management of Douro, Leixões and Viana do Castelo ports and the inland waterway of Douro river, any and all charges resulting from the operation, the performance of the tasks and exercise of powers relating to them and shared in necessary operations.

 

2. Are also expenditure under the jurisdiction of the APDL, S.A., the operation and management of the Douro, Leixões and Viana do Castelo ports and the inland waterway of Douro river, the interest and amortization of loans that may be incurred, under the law, to direct or indirectly ensure that operation and management.

CHAPTER V

Final stipulations

Article 20

Application of results

1. Positive results of each financial year, duly approved, should be applied as follows:
   a) A minimum of 10% to constitute or integrate the legal reserve, until achieving the legally required sum;
   b) Other applications imposed by law;
   c) A percentage distributed among the shareholders, as a dividend, to be defined by the general assembly through majority of votes expressed;
   d) For other ends that the general assembly will decide on in the best interest of the company.
2. Whenever the volume of the income justifies so, the general assembly may decide to attribute the staff and the members of the board of directors a percentage of the profits in accordance with criteria defined by the Board, up to a maximum of 10% of the profits.

Article 21

Dissolution and liquidation

1. The company shall be dissolved in the cases and terms outlined by law.
2. The liquidation of the company is governed by the legal stipulations and by the decisions of the general assembly.