General shareholders’ meeting
MEMBERS OF THE GENERAL SHAREHOLDERS MEETING
The Members of the Board of the General Shareholders’ Meeting are the Chairperson of the General Shareholders’ Meeting, the Chairperson of the Board of Directors or his substitute, the other Directors, and the Secretary of the Board of Directors.
Apart from the Board of the General Shareholders’ Meeting and according to Recommendation I.1.1, the Chairperson of the General Shareholders’ Meeting of EDPR has the appropriate human and logistical resources for his needs. Therefore in addition to the resources from the Company Secretary and the legal support provided for that purpose, the Company hires a specialized entity to collect, process and count the votes.
BEGINNING AND END OF THE TERM OF THE CHAIRPERSON AND THE SECRETARY OF THE GENERAL SHAREHOLDERS’ MEETING
The Chairperson of the General Shareholders meeting was elected on June 4th, 2008 and re-elected on April 11th, 2011 for a three-year term. The Secretary of the General Shareholders meeting was nominated as Secretary of the Board on December 4th, 2007. The Secretary of the Board mandate does not have a date for the end of the term according to the Spanish Companies Law since he is a non-member of the Board.
REMUNERATION OF THE CHAIRPERSON OF THE GENERAL SHAREHOLDERS’ MEETING
In 2012, the remuneration of the Chairperson of the General Shareholders’ Meeting of EDPR was EUR 15,000.
PARTICIPATION IN THE GENERAL SHAREHOLDERS’ MEETING
All shareholders, irrespective of the number of shares that they own, may attend a General Shareholders’ Meeting and take part in its deliberations with right to speak and vote.
In order to exercise their right to attend, the company informs in its Summon and shareholders guide of the General Shareholders’ Meeting that the shareholders must have their shares registered in their name in the Book Entry Account at least five (5) working days in advance of the date of the General Shareholders’ Meeting.
Any shareholder with the right to attend may send a representative to a General Shareholders’ Meeting, even if this person is not a shareholder. Power of attorney is revocable. The Board of Directors may require shareholders’ power of attorney to be in the Company’s possession at least two (2) days in advance, indicating the name of the representative.
Power of attorney shall be specific to each General Shareholders’ Meeting, in writing or by remote means of communication, such as post.
SUSPENSION OF THE GENERAL SHAREHOLDERS’ MEETING
There is no express provision on this matter in the Articles of Association of the company. In the event of the suspension of a General Shareholders’ Meeting, EDPR plans to adopt Recommendation I.2.2 of the Portuguese Corporate Governance Code and not require the blocking of shares more than five days in advance.
Each share entitles its holder to one vote.
RESTRICTIONS TO VOTING RIGHTS
EDPR’s Articles of Association have no restrictions regarding voting rights.
EXERCISE OF VOTING RIGHTS AND QUORUM FOR CONSTITUTING AND AD OPTING THE DECISIONS OF THE GENERAL SHAREHOLDERS’ MEETING
Regarding the exercise of voting rights the information is available on chapter I.4.
According to EDPR’s Articles of Association and as established on the law, both ordinary and extraordinary General Shareholders’ Meetings are validly constituted when first called if the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. On the second call, the General Shareholders’ Meeting will be validly constituted regardless of the amount of the capital present in order to comply with the minimum established under the Spanish Companies Law.
Nonetheless, to validly approve the issuance of bonds, the increase or reduction of capital, the transformation, merger or spin-off of the Company, and in general any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders’ Meeting will need: on the first call, that the Shareholders, either present or represented by proxy, represent at least fifty percent (50%) subscribed voting capital and, on the second call, that the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. In the event the shareholders attending represent less than fifty percent (50%) of the subscribed voting capital, the resolutions will only be validly adopted with the favourable vote of two-thirds (2/3) of the present or represented capital in the General Shareholders’ Meeting.
MAIL AND ELECTRONIC COMMUNICATION VOTES
Shareholders may vote on chapters on the agenda, relating to any matters of the Shareholder’s competence, by mail or electronic communication. It is essential for their validity that they be received by the company by midnight of the day before the date scheduled for the first calling to order of the General Shareholders’ Meeting.
Remote votes can be revoked subsequently by the same means used to cast them within the time limit established for the purpose or by personal attendance at the General Shareholders’ Meeting by the shareholder who cast the vote or his/her representative.
FORM USED FOR MAIL VOTING
The Board of Directors approves a Shareholder’s Guide for the first General Shareholders’ Meeting, detailing mail and electronic communication voting forms among other matters. It is at the shareholder’s disposal at www.edprenovaveis.com.
DEADLINE TO RECEI VE THE BALL OT FOR THE MAIL VOTING
Votes by mail shall be sent in writing to the place indicated on the summon of the meeting, accompanied by the documentation indicated in the Shareholder’s Guide. Pursuant to the terms of article 15 of the Articles of Association, mail-in votes must be received by the Company before midnight on the day before the scheduled meeting date on first call.
In order to vote by electronic communication, shareholders must express this intention to the Chairperson of the General Shareholders’ Meeting in the form indicated in the invitation to the meeting, with sufficient time in advance to permit the vote within the established time limit. The shareholders will receive a password for voting by electronic communication within the time limit and in the form established in the call of the General Shareholders’ Meeting. Pursuant to the terms of article 15 of the Articles of Association, electronic votes must be received by the Company before midnight of the day before the scheduled meeting date on first call.
MINU TES AND IN FORMATION ON DECISIONS OF THE GENERAL SHAREHOLDERS’ MEETING
Given that EDPR is a listed company on Eurolist by NYSE Euronext Lisbon, shareholders have access to corporate governance information at EDPR’s website, www.edprenovaveis.com. Extracts of General Shareholders’ Meeting minutes and the invitation, agenda, motions submitted to the General Shareholders’ Meeting, and forms of participation shall be placed at the shareholder’s disposal five (5) days after they are held.
Given the personal nature of the information involved, the record does not include the attendance lists at general Shareholders’ Meetings. However, in accordance with CMVM Circular nr. 156/ EMIT/DMEI/2009/515, when General Shareholders’ Meetings are held, EDPR plans to replace them by statistical information indicating the number of shareholders present and represented. EDPR therefore publishes on its website an extract of the minutes of General Shareholders’ Meetings with all information on the constitution of the General Shareholders’ Meeting and decisions taken on the meeting, including motions submitted and explanations of votes, if any.
The website also provides EDPR shareholders with information on: i) requirements for participating in the General Shareholders’ Meeting, ii) mail and electronic communication votes iii) information available at the registered office.
GENERAL SHAREHOLDERS’ MEETING IN 2012
On April 12th 2012, the Ordinary General Shareholders’ Meeting of EDPR took place in Madrid.
The Meeting’s validity was ascertained by the meeting’s President, and the definitive quorum of members was:
• 154 shareholders were present, holding 25,999,436 shares making up for 2.98% of the share capital, and
• 344 shareholders were represented, holding 737,817,447 shares making up for 84.58% of the share capital.
A total of 498 shareholders attended the General Shareholders’ Meeting, including those present and those represented, holding a total of 763,816,883 shares which constitutes a nominal amount of EUR 3,819,084,415.00 of the share capital, that is, 87.56% of the mentioned share capital.
The seven proposals submitted to approval at the General Shareholders’ Meeting were all approved. Extracts of the 2012 General Shareholders’ Meeting minutes, the summon, agenda, motions submitted to the General Shareholders’ Meeting and forms of participation are available on the company’s website, www.edprenovaveis.com.
RECORD OF THE DECISIONS TAKEN BY THE GENERAL SHAREHOLDERS’ MEETING
EDPR’s website, www.edprenovaveis.com, contains all the information regarding the company’s General Shareholders’ meetings of the last three years.
ATTENDANCE AT THE GENERAL SHAREHOLDERS’ MEETING OF A REPRESENTATIVE OF THE NOMINATIONS AND REMUNERATIONS COMMITTEE
At least one of the members of the Nominations and Remunerations Committee was present or represented at the General Shareholders’ Meeting of EDPR.
INTERVENTION OF THE GENERAL SHAREHOLDE RS’ MEE TING REGA RDING THE REMUNERATION POLICY
The General Shareholders’ Meeting is responsible for approving the statement on remuneration policy for the Company’s corporate bodies submitted by the Nominations and Remunerations Committee through the Board of Directors. Pursuant to Article 164 of the Spanish Companies Law, the General Shareholders’ Meeting evaluates the performance of the company’s management and makes an annual decision on whether to maintain confidence, or not, in their members.
INTERVEN TION OF THE GENERAL SHAREHOLDERS’ MEETING REGARDING SHARES AND /OR STOCK OPTIONPLANS
EDPR has not incorporated any share remuneration or share purchase option plans for the members of the governing bodies.
INTERVENTION OF THE GENERAL SHAREHOLDE RS’ MEETING IN THE APPROVAL OF THE RETIREMENT BENEFIT SYSTEMS
The General Shareholders’ Meeting has mentioned on chapter I.16 approval on the statement on the remuneration policy, in which it is also included the approval of the retirement benefits systems applicable to the officers included in this system.
STATUTORY RULE FOR THE LIMITATION OF THE NUMBER OF VOTES
EDPR’s Articles of Association does not provide any limitation of the number of votes.
The Company has taken no defensive measures that might affect its assets in any of the cases of a change in control in its shareholder structure or the Board of Directors. The Articles of Association contain no limitations on the transferability of shares or voting rights in any type of decision and no limitations on membership of the governing bodies of EDPR. Neither are there any decisions that come into effect as a result of a takeover bid. The fact that the Company has not adopted any measures designed to prevent successful takeover bids is therefore in line with Recommendation I.6.1 of the Portuguese Code of Corporate Governance.
CHANGE OF THE CONTROL OF THE COMPANY
EDPR has not entered into any agreements subject to the condition of a change in control of the Company, other than in accordance with normal practice in case of financing of certain wind farm projects by some of its group companies and on the case of intragroup agreements.
AGREEMENTS WITH BOARD MEMBERS OR SENIOR MANAGERS
There are no agreements between the Company and members of its Board of Directors or managers providing for compensation in the event of resignation of discharge of Directors or in the event of resignation or dismissal without just cause or cessation of the working relationship following a change in control of the Company