EDP - Energias de Portugal, S.A. Public Company
Head Office Av. 24 de Julho, nº 12 - 1249-300 LISBOA
Registered at the Commercial Registry Office of Lisbon 500697256
Share Capital: EUR 3,965,681,012
Notice to convene meeting
In accordance with the law and the Articles of Association, following the request of Shareholders China Three Gorges (Europe), S.A., Oppidum Capital, S.L., Senfora, BV, Fundo de Pensões do Grupo BCP and Societé Nationale pour la Recherche, la Production, le Transport, la Transformation et la Commercialisation des Hydrocarbures (Sonatrach), I hereby convene all Shareholders of EDP – Energias de Portugal, S.A. (“EDP”), a listed company, with registered office at Avenida 24 de Julho, no. 12, 1249-300 Lisbon, with the sole number of registration at the Commercial Registry Office and at the tax authorities 500 697 256, with the share capital of 3,965,681,012 Euros, to meet at the Extraordinary General Shareholders’ Meeting, which be exclusively held by telematic means, on January 19th, 2021, at 10 am.
- In view of the evolution of the Covid-19 pandemic outbreak, and the enforcement of Decree no. 51-U / 2020, of 6 November (renewed by Decree 66-A / 2020, of 17 December), decreeing the state of emergency in Portugal, on this date, legislative measures are in force that restrict meetings and limit the movement of citizens to a set of situations previously established and specified, not being anticipated that this situation will be overcome until the holding of the EDP General Shareholders’ Meeting.
- As a result, and in compliance with the legal provisions for the prevention, containment and mitigation of the transmission of Covid-19, the physical presence of Shareholders and their representatives at EDP facilities is prohibited, so the necessary adjustments must be promoted to this pandemic context regarding the holding of the EDP General Shareholders’ Meeting.
- Notwithstanding the restrictions as a result of the non-admission of the physical presence of Shareholders or their representatives, EDP has conditions that allow it - as in the case of the Annual General Shareholders’ Meeting of April 16th, 2020 - to hold the Extraordinary General Shareholders’ Meeting now convened, enabling Shareholders the possibility to participate in the meeting by telematic means, exercising their voting right, under the terms set out below.
a) According to number 1 of article 14 of the Articles of Association of EDP, only shareholders with voting right may attend the General Shareholders’ Meetings, as well as the persons whose presence is considered as justified by the Chairman of the General Shareholders’ Meeting.
b) To each share corresponds one vote.
c) Shareholders may only participate and vote at the General Shareholders’ Meeting, in person or through a representative, or exercise its voting rights by correspondence, by post or electronically, if such Shareholders own, at least, one share as of 00:00 hours (GMT) of the fifth negotiation day prior to the date of General Shareholders’ Meeting, i.e., April 15th, 2019 (“Registration Date”).
d) The exercise of participating and voting rights at the General Shareholders’ Meeting is not prejudiced by the transfer of shares after the Registration Date, nor is dependent from the respective block between the Registration Date and the date of the General Shareholders’ Meeting.
e) Shareholders that intend to participate at the General Shareholders’ Meeting must declare previously and in writing such intention, (i) to the Chairman of the General Shareholders’ Meeting and (ii) to the financial intermediary to which the book-entry registry of the shares has been entrusted, at the latest, until 11:59 pm (GMT) of the negotiation day prior to the Registration Date, i.e., April 12th, 2019. For this effect, Shareholders may use the automatic statement form that will be available at EDP’s website (www.edp.com) or the available paper form at the referred Internet website and at EDP’s registered office, from the date this notice to convene meeting is disclosed.
f) Financial intermediaries who are informed of their clients’ intention in participating in the General Shareholders’ Meeting must send to the Chairman of the General Shareholders’ Meeting, until 11:59 pm (GMT) of the Registration Date, i.e., April 15th, 2019, information regarding the number of shares registered on behalf of each one of its clients with reference to 00:00 hours of the Registration Date, and may, for that purpose, use the e-mail address edp.ag@edp.com.
g) Shareholders who, by professional title, own shares on its own name, but on behalf of clients, may vote on a different way with their shares, as long as, in addition to the participation statement and the sending, by the respective financial intermediary, of the information above referred, they present to the Chairman of the General Shareholders’ Meeting, until 11:59 pm (GMT) of the day prior to the Registration Date, i.e., April 12th, 2019, sufficient and proportional evidence, of (i) identification of each client (it is understood that the indication of the legal entity number issued by the competent authority at the country of origin will constitute a sufficient and proportional evidence of such identification), (ii) number of shares to vote on each client’s account and (iii) vote instructions, specific for each item of the Agenda, given by each client.
h) Shareholders who have declared their intention to participate in the General Shareholders’ Meeting in the terms above referred and transfer ownership of their shares between the Registration Date and the end of the General Shareholders’ Meeting must communicate it immediately to the Chairman of the General Shareholders’ Meeting and to the Portuguese Securities Market Commission.
i) The representation of a Shareholder is made through letter, duly signed, addressed to the Chairman of the General Shareholders’ Meeting, which receipt shall occur until 5 pm of April 22nd, 2019 at the registered office located at Avenida 24 de Julho, no. 12, 1249-300 Lisbon. It is made available to Shareholders a representation letter form at EDP’s website (www.edp.com), which may also be requested at the company’s registered office.
j) In case one shareholder designates different representatives regarding shares held in different book-entry registries, and these representatives vote in a different way on the same proposal all the expressed votes may be annulled. If any of the representatives does not attend the General Shareholders’ Meeting, the votes of the representatives present will, however, be considered, as long as all these representatives vote in the same way.
k) The presence at the General Shareholders’ Meeting of a shareholder that has indicated one or more representatives revokes the representation powers conferred.
l) Considering that the General Shareholders’ Meeting is scheduled for 3 pm, EDP recommends to the Shareholders who intend to attend the referred meeting to arrive one hour in advance, in order to allow the timely compliance of all the necessary requirements.
Shareholders that intend to participate at the General Shareholders’ Meeting must declare previously and in writing such intention, (i) to the Chairman of the General Shareholders’ Meeting and (ii) to the financial intermediary to which the book-entry registry of the shares has been entrusted, at the latest, until 11:59 pm (GMT) of the negotiation day prior to the Registration Date, i.e., January 11th, 2021. For this effect, Shareholders may use the automatic statement form that will be available at EDP’s website (www.edp.com) or the available paper form at the referred Internet website, from the date of disclosure of the Notice to Convene meeting.
The representation of a Shareholder is made through letter, duly signed, addressed to the Chairman of the General Shareholders’ Meeting, which should be sent by electronic mail to edp.ag@edp.com until 5 pm of January 17th, 2021. It is made available to Shareholders a representation letter form at EDP’s website (www.edp.com). The original of the letter should be subsequently sent to EDP, for its registered office located at Avenida 24 de Julho, no. 12, 1249-300 Lisbon.
In order to exercise its voting rights by correspondence by post, Shareholders should send a letter addressed to the Chairman of the General Shareholders’ Meeting, by registered letter with acknowledge of receipt to the registered office until the January 14th, 2021. In case the Shareholder is an individual, its signature must be identical to the one of its identity card and a copy of it shall be sent in the same envelope. In case the Shareholder is a legal entity, the signature of its representative shall be recognized on that capacity. To Shareholders is made available a voting letter form at EDP’s website (www.edp.com) for exercising their voting rights by correspondence.
Shareholders habilitated to attend the General Shareholders’ Meeting may also exercise their voting rights by correspondence using electronic means. For that purpose the referred Shareholders shall express such intention to the Chairman of the General Shareholders’ Meeting through EDP’s website (www.edp.com), along with the statement of intention to participate in the General Shareholders’ Meeting in accordance with the form available at the referred website, until January 11th, 2021; following, Shareholders will receive in their electronic address a message confirming the receipt of the intention to participate in the General Shareholders’ Meeting containing also a secret identifying code (password) for the exercise of voting rights by correspondence using electronic means; subsequently, a second electronic mail with the ballot paper will be received, and Shareholders should exercise the respective voting rights until January 14th, 2021. The ballot paper should be signed by the Shareholder, its signature must be identical to the one of its identity card, and send by electronic means for the email address made available (referring in the subject the secret identifying code (password) above referred), accompanied with a legible copy of the identification document of the Shareholder; in case the Shareholder is a legal entity, the ballot paper should be signed by a legal representative, accompanied with a document proving the legitimacy of the representation (in case of legal entities incorporated in Portugal, the reference of the Commercial Certificate code regarding the represented entity will suffice). In case the Shareholder is represented by a proxy, a document must be sent attesting the respective powers of representation as well as a legible copy of the proxy's identification document.
Frequently asked questions
Who may vote at the General Shareholders’ Meeting?
Shareholders that own, at least, one share as of 00:00 hours (GMT) of the fifth negotiation day prior to the date of General Shareholders’ Meeting, i.e., January12th, 2021 (“Registration Date”)
Why did I not receive a letter convening for the Meeting?
Considering the current context, it was decided to maintain the solution adopted in the previous General Shareholders’ Meeting of not sending the letter inviting Shareholders to participate at the Meeting. It is a way of relieving the burden of postal services in this moment and of encouraging a major participation by electronic means. Nevertheless, all procedures regarding disclosure of information inherent to the General Shareholders’ Meeting were duly published under legal required terms, enabling Shareholders to participate in the meeting by telematic means and to exercise their voting right.
How can I make my registry at EDP’s General Shareholders’ Meeting?
The registry shall be made through the filling in of the statement of intention to participate, which template is available at EDP’s website (www.edp.com), and sent for the e-mail address edp.ag@edp.com, or through the filling in of the online application form also available at EDPs’ website.
Which is the limit date for the registry?
Up to January 11th, 2021 (23:59h GMT).
May I be physically present at the General Shareholders’ Meeting?
No. In view of the evolution of the Covid-19 pandemic outbreak, and the enforcement of Decree no. 51-U / 2020, of 6 November (renewed by Decree 66-A / 2020, of 17 December), decreeing the state of emergency in Portugal, on this date, legislative measures are in force that restrict meetings and limit the movement of citizens to a set of situations previously established and specified, not being anticipated that this situation will be overcome until the holding of the EDP General Shareholders’ Meeting. As a result, and in compliance with the legal provisions for the prevention, containment and mitigation of the transmission of Covid-19, the physical presence of Shareholders and their representatives at EDP facilities is prohibited, so the necessary adjustments must be promoted to this pandemic context regarding the holding of the EDP General Shareholders’ Meeting.
How can I vote in this General Shareholders’ Meeting?
Considering that the meeting will be exclusively held by telematic means, as referred to on the Notice to Convene disclosed on December 18th, 2020, voting right may only be exercised through correspondence, by post or electronically, up to January 14th, 2021, 11:59 pm (GMT).
How can I vote by post?
At EDP’s website you will find the ballot paper template, which shall be filled in and duly signed and sent to the Chairman of the Board of the General Shareholders’ Meeting, by registered letter with acknowledge of receipt to the registered office with the necessary antecedence to allow its exercise up to January 14th, 2021.
(i) In case the Shareholder is an individual, its signature must be identical to the one of its identity card and a copy of it shall be sent in the same envelope;
(ii) In case the Shareholder is a corporation, the signature of its representative shall be recognized on that capacity.
How can I vote electronically?
A: It is recommended the exercise of voting right through this alternative. In order to do so, the Shareholder shall primarily express such intention to the Chairman of the Board of the General Shareholders’ Meeting,along with the statement of intention to participate in the General Shareholders’ Meeting in accordance with the form available at EDP’s website(www.edp.com), until January 11th, 2021.
Following, the Shareholder will receive in its electronic address a message confirming the receipt of the intention to participate in the General Shareholders’ Meeting containing also a secret identifying code (password) for the exercise of voting rights by correspondence using electronic means.
Subsequently, a second electronic mail with the ballot paper will be received, which shall be signed by the Shareholder and sent to the e-mail address edp.ag@edp.com, referring in the subject the secret identifying code (password) received.
(i) In case the Shareholder is an individual, he should sign the ballot paper, its signature must be identical to the one of its identity card and a copy of it shall be sent in the same envelope.
(ii) In case the Shareholder is a corporation, the ballot paper should be signed by a legal representative, accompanied with a document proving the legitimacy of the representation (in case of legal entities incorporated in Portugal, the reference of the Commercial Certificate code regarding the represented entity will suffice).In case the Shareholder is represented by a proxy, a document must be sent attesting the respective powers of representation as well as a legible copy of the proxy's identification document.
(iii) In case the Shareholder is a professional shareholder, it will receive an e-mail containing the template table with information on the votes to be exercise on the account of clients, namely the identification of each client, the number of shares voted on their account and the voting instructions, specified for each item of the agenda given by each client. The table should be signed by the legal representative of the professional Shareholder, accompanied with a document proving the legitimacy of the representation (in case of legal entities incorporated in Portugal, the reference to the Commercial Certificate code regarding the represented entity will suffice).
I intend to present a vote statement. When and how can I do it?
The vote statement shall be sent prior to the General Shareholders’ Meeting together with the ballot paper filled in and duly signed, by electronic means, through email address edp.ag@edp.com, and shall be received up to 11:59 pm (GMT) of January 14th, 2021.
Which is the reception date of the statements issued by financial intermediaries with the information on the number of shares held by each Shareholder?
The statements issued by financial intermediaries with the information regarding the number of shares registered on behalf of each one of its clients shall be sent up to 11:59 pm (GMT) of January 12th, 2021. For that purpose, Shareholders that express their intention to participate at EDP’s General Shareholders’ Meeting shall inform the respective financial intermediary of this fact, so that the later issues the titularity statement.
Which is the reference date on the number of shares registered on behalf of each Shareholder?
The date shall be 00:00 (GMT) of January 12th, 2021 (“Registration Date”) of the fifth negotiation day prior to the date of the General Shareholders’ Meeting.
EDP will pay the costs referent to the issuance of the shares titularity statements?
Yes.
In the capacity of financial intermediary, may I register on behalf of my client at EDP’s website?
Yes.
I cannot participate at the General Shareholders’ Meeting but I want to be represented: what should I do?
At EDP’s website, you will find a representation letter template that shall be filled in with the name of the person that will represent the Shareholder and signed by the Shareholder.
I cannot send the original of the representation letter. May I send it by e-mail?
Considering the exceptional situation and the context in which the General Shareholders’ Meeting will be held, a scanned copy of the representation letter may be sent for the e-mail address edp.ag@edp.com, and the respective original shall be later on send to EDP’s registered office.
May I sell my shares after my registry at EDP’s General Shareholders’ Meeting?
Yes, but Shareholders shall inform immediately the Chairman of the Board of the General Shareholders’ Meeting and the Portuguese Securities Market Commission of that fact.
Up to which date shall I buy shares in order to participate?
Up to 00:00 (GMT) of January 12th, 2021 (“Registration Date”), it is, the fifth negotiation day prior to the date of the General Shareholders’ Meeting.
At which time does the General Shareholders’ Meeting begin?
The meeting will start at 10:00 am (GMT), as foreseen in the Notice to Convene Meeting.
How can I have access to the platform link to assist to EDP’s General Shareholders’ Meeting?
The link access to the platform will be sent to the Shareholders, one day prior to the meeting to the electronic mail address provided at the time the Shareholder, or its representative, has expressed his intention to participate in the General Shareholders’ Meeting, including all the necessary information to the proper register in the platform.
I am a Shareholder and I did not send in due time the documents to participate at the General Shareholders’ Meeting; may I assist through the platform?
The only Shareholders that may assist the General Shareholders’ Meeting are the ones who expressed their intention to participate and whose financial intermediaries have sent the respective titularity statements with the shares registered on behalf of those Shareholders.
I am a Shareholder, I sent the intention to participate at the General Shareholders’ Meeting and I expressed that intention to the financial intermediary who properly informed EDP of the shares held, but I did not send the ballot paper. May I assist to the meeting through the platform?
Yes.
May I modify my vote during the broadcast, by the platform, of the General Shareholders’ Meeting?
No. During the broadcast of the meeting, it will not be possible to modify (or revoke) the vote, as this was already prior exercised by correspondence (by post or electronically).
How far in advance shall I access the platform?
Considering that the General Shareholders’ Meeting is scheduled for 10:00 am (GMT), EDP recommends to Shareholders that intend to participate in the meeting to access the digital platform after receiving the link, in order to allow the timely compliance of all the necessary requirements.
In which consists my participation in the General Shareholders’ Meeting, as a Shareholder, through the platform?
The Shareholders duly habilitated to participate at the General Shareholders’ Meeting, or their representatives, even if they did not exercise their voting rights, will have the possibility of, in writing and through the platform, present questions related to the items included in the Agenda.
Nevertheless, in order to ensure the smooth running of the meeting works, it is requested to Shareholders to present their questions in writing until 2 (two) days prior the General Shareholders’ Meeting date (i.e. until the January 17th, 2021, 11:59 pm (GMT)), identifying the addressed corporate body or the responsible person, using for such purpose the following electronic mail address edp.ag@edp.com.
Which languages will be made available for audio through the platform?
Portuguese and English.
I have doubts regarding the sending of my ballot paper. To whom should I talk with?
You may send your doubts to the email address edp.ag@edp.com
How does EDP ensure that I am properly informed to vote?
In order to guarantee the full clarification of Shareholders prior to the exercise of the respective voting right, and without prejudice to the timely availability of the documents referring to Items One and Two of the Agenda, EDP grants the Shareholders the possibility to clarify any question under the information right foreseen in article 290 of the Portuguese Companies Code since sent up to 8 (eight) days before the General Shareholders’ Meeting, that is, until January 11th, 2021 to the email address edp.ag@edp.com, so that EDP may endeavor in the provision of the requested clarifications before the deadline for exercising the voting right. The questions raised by Shareholders and the answers given will be available at EDP’s website (www.edp.com).
z) Under article 23-A of the Portuguese Securities Code, Shareholder(s) that hold shares correspondent to, at least, 2% of the share capital, may request to add certain items to the Agenda, through the presentation of a writing requirement addressed to the Chairman of the General Shareholders’ Meeting, in the 5 (five) days following the publication of this Notice to Convene meeting, which shall be accompanied by a resolution proposal for each item requested to be included in the Agenda.
aa) The amendment to the notice to convene meeting and the resolution proposals for each additional item are disclosed to the Shareholders by the same way used to disclose this Notice to Convene meeting, until 00:00 hours (GMT) of the fifth negotiation day prior to the date of the General Shareholders’ Meeting, i.e., January 12th, 2021.
bb) In accordance to article 23-B of the Portuguese Securities Code, Shareholder(s) that hold shares correspondent to, at least, 2% of the share capital, may request the inclusion of resolution proposals regarding subjects referred to in the Agenda or in amendments to the Agenda, through the presentation of a written requirement addressed to the Chairman of the General Shareholders’ Meeting on the 5 (five) days following the publication of this Notice to Convene meeting or respective amendment, jointly with the information which shall accompanied the resolution proposal. These resolution proposals and respective information are disclosed to the Shareholders as soon as possible, by the same way used to disclose this Notice to Convene meeting, until 10 (ten) days before the date of the General Shareholders’ Meeting.
cc) If the requirements for the inclusion of items in the Agenda or resolution proposals are not satisfied, the interested may judicially require convening a new general shareholders’ meeting to resolve on those items or proposals.
The documents and information concerning Items One and Two of the Agenda, as well as the information foreseen in no. 1 of article 289 of the Portuguese Companies Code and in no. 1 of article 21-C of the Portuguese Securities Code, will be made available to the Shareholders, for consultation at the registered office, at EDP’s website (www.edp.com) and at the Portuguese Securities Market Commission’s website (www.cmvm.pt). Shareholders may also request, in writing to the address edp.ag@edp.com, the sending of such documentation to the respective email address.
During the General Shareholders’ Meeting, Shareholders may require the clarification of some information. The disclosure of information that may cause serious damages to EDP or to an associated company or that infringes confidential information imposed by law, under article 290 of the Portuguese Companies Code, may be declined.
Agenda
Item 1 - Resolve on the transitional extension of the current remuneration policy of the Executive Board of Directors to be applied to the members of this Board to be elected for the 2021-2023 term of office, to be in effect until the 2021 Annual General Shareholders’ Meeting is held.
Item 2 - Resolve on the election of the members of the Executive Board of Directors for the 2021-2023 triennium mandate.
Item 1 of the agenda
Resolve on the transitional extension of the current remuneration policy of the Executive Board of Directors to be applied to the members of this Board to be elected for the 2021-2023 term of office, to be in effect until the 2021 Annual General Shareholders’ Meeting is held.
Item 2 of the agenda
Resolve onthe election of the members of the Executive Board of Directors for the 2021-2023 triennium mandate.
Extract of Minute no. 1/2021 of the EDP’s General Shareholders’ Meeting, held on January 19th, 2021.
