EDP - Energias de Portugal, S.A.
Praça Marquês de Pombal, nº 12 - 1250-162 Lisboa
NIPC e Matrícula 1805 CRC de Lisboa nº 500697256
Capital Social: EUR 3.656.537.715 - Sociedade Aberta
In accordance with the law and the Articles of Association, following the request of the General and Supervisory Board and of the Executive Board of Directors, I hereby convene all Shareholders of EDP – Energias de Portugal, S.A., a listed company, with head office at Praça Marquês de Pombal, no. 12, 1250-162 Lisbon, with the sole number of registration with the Commercial Registry Office of Lisbon and with the tax authorities 500 697 256, with the share capital of 3,656,537,715 Euros, to meet at a Annual General Shareholders' Meeting, which will take place at Auditório I of Centro de Reuniões of FIL, at Rua do Bojador, Parque das Nações, Lisbon, on April 17th, 2012, at 15 pm.
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 23:59 hours (GMT) of the negotiation day prior to the Registration Date, ie, April 9th, 2012. For this effect, Shareholders may use the automatic statement form that will be available at EDP’s website (www.edp.pt) 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.
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 17 hours of April 15th, 2012 at the head office located at Praça Marquês de Pombal, no. 12, 1250 – 162 Lisbon. It is made available to Shareholders a representation letter form at EDP’s website (www.edp.pt), which may also be requested at the company’s registered office.
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.
The presence at the General Shareholders' Meeting of a shareholder that has indicated one or more representatives revokes the representation powers conferred.
Specimen Proxy Form
The Shareholders habilitated to attend the General Shareholders' Meeting may also exercise their voting right by correspondence on each item in the Agenda, by letter, bearing a signature similar to the one on the identification card or citizen card, addressed to the Chairman of the General Shareholders' Meeting and sent by registered mail with acknowledgement of receipt and delivered at the head office of the company until April 12th, 2012. The same envelope shall contain a legible copy of the identification card or citizen card of the signer of the letter. To the Shareholders is made available a voting letter form at EDP’s website (www.edp.pt), which may also be requested at EDP’s registered seat.
The Shareholders that may attend the general Shareholders' Meeting may also exercise its voting right 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.pt][1]), in accordance to the formulary available at the referred website or at the company's registered seat, with the necessary prior notice in order to permit its exercise until February 15th, 2012; following this procedure the Shareholders will receive a registered letter, addressed to the address indicated in the declaration of the financial intermediary to which the registry of the shares an account has been entrusted, which contains the electronic address to use for purposes of exercising voting rights and a identifying code (password) mentioning the e-mail with which the Shareholder may exercise, until, February 15th, 2012, its voting rights.
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, ie, April 10th, 2012 (“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 23:59 hours (GMT) of the negotiation day prior to the Registration Date, ie, April 9th, 2012. 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 23:59 hours (GMT) of the Registration Date, ie, April 10th, 2012, 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.pt.
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 23:59 hours (GMT) of the day prior to the Registration Date, ie, April 9th, 2012, sufficient and proportional evidence, of (i) identification of each client and number of shares to vote on its account and (ii) 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.
m) 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 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.
n) 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 5th negotiation day prior to the date of the General Shareholders' Meeting, ie, April 10th, 2012.
o) 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 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 ten days before the date of the General Shareholders' Meeting.
p) 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 the Items 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.pt) and at the Portuguese Securities Market Commission’s website (www.cmvm.pt), from the date this notice to convene meeting is published.
At the General Shareholders' Meeting, Shareholders may require the clarification of some information, in order to allow them to have a founded opinion on the items subject to resolution. The disclosure of information that may cause serious damages to the company or to an associated company or that violates confidential information imposed by law may be declined.
Considering that the matters of the resolutions to be taken under item three and nine of the Agenda refer to different subjects, the Shareholders are hereby informed that the votes in relation to each of them shall be separately cast at the Annual General Shareholders Meeting. Accordingly, in relation to item three in the Agenda the votes shall be separately cast regarding the general appraisal of the Executive Board of Directors, the General and Supervisory Board and the Statutory Auditor.
Concerning the item nine on the Agenda votes shall be separately cast for each of the corporate bodies to which it refers to, as well as for the remuneration of the members of the Remunerations Committee to be elected by the General Shareholders Meeting.
Item One – Resolve on the approval of the individual and consolidated accounts' reporting documents for 2011, including the global management report (which incorporates a chapter regarding corporate governance), the individual and consolidated accounts, the annual report and the opinion of the General and Supervisory Board and the legal certification of the individual and consolidated accounts.
Item Two – Resolve on the allocation of profits in relation to the 2011 financial year.
Item Three – Resolve on the general appraisal of the management and supervision of the company, under article 455 of the Portuguese Companies Code.
Item Four – Resolve on the granting of authorization to the Executive Board of Directors for the acquisition and sale of own shares by EDP and subsidiaries of EDP.
Item Five – Resolve on the granting of authorization to the Executive Board of Directors for the acquisition and sale of own bonds by EDP and subsidiaries of EDP.
Item Six – Resolve on the renewal for a five year period of the authorization granted to the Executive Board of Directors under no. 3 of article 4 of the Articles of Association.
Item Seven – Resolve on the remuneration policy of the members of the Executive Board of Directors presented by the Remunerations Committee of the General and Supervisory Board.
Item Eight – Resolve on the remuneration policy of the other members of the corporate bodies presented by the Remunerations Committee elected by the General Shareholders' Meeting.
Item Nine – Resolve on the election of the statutory auditor and of its alternate, of the members of the Board of the General Shareholders' Meeting, the members of the Remunerations Committee to be nominated by the General Shareholders' Meeting (including their respective remuneration) and the members of the Environment and Sustainability Board, for the three year period 2012-2014.
Proposal of the Executive Board of Directors
Resolve on the individual and consolidated accounts' reporting documents for the 2011 financial year, including the sole management report (which includes a chapter regarding corporate governance), the individual accounts and consolidated accounts, the annual report and the opinion of the General and Supervisory Board and the legal certification of individual and consolidated accounts.
Proposal of the Executive Board of Directors.
Resolve on the proposal for the allocation of profits in relation to the 2011 financial year.
Proposal of the General and Supervisory Board.
Opinion of the General and Supervisory Board on the vote of confidence to the Executive Board of Directors for their work in 2011.
Proposal of the Shareholders
Resolve on the general appraisal of the management and supervision of the company, in accordance with article 455 of the Portuguese Companies Code.
Proposal of the Executive Board of Directors.
Granting of authorization to the Executive Board of Directors for the acquisition and sale of treasury stock by EDP and subsidiaries of EDP.
Proposal of the Executive Board of Directors.
Granting of authorization to the Executive Board of Directors for the acquisition and sale of treasury bonds by EDP and subsidiaries of EDP.
Resolve on the renewal for a five year period of the authorization granted to the Executive Board of Directors under no. 3 of article 4 of the Articles of Association.
Resolve on the members of the Executive Board of Directors remuneration policy presented by the Remuneration Committee of the General and Supervisory Board.
Resolve on the remaining members of corporate bodies remuneration policy presented by the Remuneration Committee elected by the General Shareholders Meeting.
Resolve on the election of the statutory auditor and of its alternate, of the members of the Board of the General Shareholders' Meeting, the members of the Remunerations Committee to be nominated by the General Shareholders' Meeting (including their respective remuneration) and the members of the Environment and Sustainability Board, for the three year period 2012-2014.
Proposal of the General and Supervisory Board.
Statutory auditor and of its alternate.
Proposal of the Shareholders.
Members of the Board of the General Shareholders' Meeting.
Proposal of the Shareholders.
Members of the Remunerations Committee of the General Shareholders' Meeting (including their respective remuneration).
Proposal of the Executive Board of Directors.
Members of the Environment and Sustainability Board.
Extract of Minute no. 2/2012 of the EDP’s General Shareholders’ Meeting, held on April 17, 2012