Vitória SC members face a disputed vote on V Sports’ SAD stake

On 3 March 2023, about 1,400 Vitória SC members gathered at Pavilhão Desportivo Unidade Vimaranense for an extraordinary general meeting. They were asked to approve a preliminary agreement under which V Sports would acquire 46 per cent of the club’s SAD. The proposal passed: 966 members voted in favour and 136 against, while the rest abstained. That vote set a precedent for members weighing a major proposal involving V Sports.

This time, the decision concerns a transfer of 17 per cent of Vitória SC’s SAD to V Sports, scheduled for a vote on 30 October. Former general-meeting chair Belmiro Pinto dos Santos says the meeting’s notice is irregular and breaches the club’s statutes; no ruling on his challenge has been reported. He also says members have not been told the price or which articles of the SAD’s statutes would change. That leaves them without clear grounds to assess the deal’s value or its effect on governance. The board has arranged three members-only sessions before the vote, where members can consult documents and ask questions.

The proposal before members on 30 October would transfer 17 per cent of Vitória’s SAD shares to V Sports, restoring the investor’s holding to the 46 per cent approved in March 2023. The agenda also asks members to authorise the board to decide on a proposed amendment to the SAD’s articles of association, Record reports. The transfer is therefore tied to a second decision about the company’s rules.

The original agreement set out a €5.5 million price for 46 per cent of the SAD, alongside a €2 million infrastructure donation and a credit line of up to €20 million at 5.5 per cent interest, O Jogo and SIC Notícias reported. Those were the terms of the 2023 agreement, not terms disclosed for the 17 per cent now proposed. The current notice, Belmiro says, does not state what V Sports would pay.

V Sports’ holding did not remain at 46 per cent for long. In June 2023, it was reduced to 29 per cent so Vitória and Aston Villa could both compete in the Conference League under UEFA rules, according to O Jogo and Público. V Sports’ two allocated seats on the SAD board then fell vacant: Wesley Edens and Nassef Sawiris left them. The October proposal would reverse that reduction, but members are also being asked to consider a change to the company’s articles.

Belmiro’s concern is not only that members have no figure to assess. He says the agenda does not name the SAD articles V Sports wants changed or set out the wording of the amendments. Without those specifics, members cannot tell what governance powers might shift, he says; the item instead risks giving the board a broad mandate to decide later.

Neither point one of the agenda nor any other document states the value or price V Sports would pay for the shares; it appears foreseeable that the transfer will be free. More importantly, point two does not expressly refer to the articles of the SAD that V Sports requires to be changed.

The suggestion of a free transfer is Belmiro’s suspicion, not a confirmed term. The notice, as he describes it, leaves members unable to establish whether the stake has a price or what the proposed articles changes would permit. Those gaps matter because the vote would authorise the board to decide on an amendment whose substance is not identified in the agenda, according to his account.

The dispute also concerns the date of Vitória’s ordinary general meeting, which is scheduled for 6 November to consider the club’s report and accounts. Belmiro says the statutes require members to consider and vote on those accounts by 31 October, making the scheduled date too late, Record and A Bola report. No ruling on that interpretation has been reported.

His proposed solution is to use 30 October for the accounts and move the extraordinary meeting on the SAD proposal to 6 November. In his statement, he called for the notice to be revised and the two meetings rearranged.

The extraordinary meeting should be moved to 6 November, with 30 October used for the obligations arising from consideration and approval of the report and accounts.

The timetable has drawn concern beyond Belmiro. Associação Vitória Sempre also questioned the scheduling and the fact that the accounts meeting falls after the statutory deadline, A Bola reports. But the association did not challenge the relevance of the extraordinary meeting or the subject it is meant to address; it asked for an explanation of the missed deadline. Its position is narrower than Belmiro’s claim that the process itself is irregular.

Belmiro’s concerns extend beyond procedure. He alleges the proposal serves V Sports’ undisclosed interests and could turn Vitória into a vehicle for Aston Villa. V Sports has not publicly responded to those allegations. He warns that the club’s power, independence and identity are at stake; these are his claims, not established findings.

Before any decision, members must be able to make an informed choice. They need to know in detail which matters will change and what changes are proposed, because in the detail, an institution can lose its power, independence and identity for ever.

The board’s answer so far is an opportunity to ask questions in person. It has scheduled three members-only sessions, at 21:30 on 16, 22 and 26 October, in the auditorium at Estádio D. Afonso Henriques, according to the club. Members can consult relevant documents there, but must enter through the Press Gate with a membership card; access is limited by venue capacity. The board has not publicly addressed Belmiro’s specific objections about the terms.

The ownership figures after the 2023 vote show why the shareholding alone does not tell the whole story. Vitória held 50.84 per cent of the SAD’s capital, while shareholders other than V Sports held 3.16 per cent, according to O Jogo and SIC Notícias. When the SAD was established in 2013, the club owned 40 per cent and Mário Ferreira was its majority shareholder. The club also had special rights, including a veto over changes to the company’s articles.

A German example separates ownership from control more explicitly. Eckner says restrictions on controlling votes can make clubs less attractive to investors who want to run a team or have substantial influence over it. The Bundesliga’s 50+1 model requires clubs to keep 50 per cent plus one of those votes, even where an investor owns a larger share of a commercial company.

The Pavilhão Desportivo Unidade Vimaranense was where Vitória members last weighed a major V Sports proposal. Before the next ballot, the key test is whether the sessions turn the disputed price and governance wording into terms members can assess, rather than leaving the decision at the level of a mandate.

• 16 October, 21:30: what the documents available to members disclose about the transfer and the proposed articles changes.
• 26 October, 21:30: whether members’ questions receive answers on the terms Belmiro says are missing.
• 30 October, 20:00: the vote on transferring the 17% stake and authorising the board to decide on an articles amendment.