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 3.656.537.715
Notice to Convene Meeting
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. (“EDP”), a listed company, with registered office at Avenida 24 de Julho, no. 12, 1249-300 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 the Auditorium of EDP’s registered office located at Avenida 24 de Julho, no. 12, Lisbon, on April 19th, 2016, at 3 pm.
Shareholders that wish to participate at the General Shareholders’ Meeting must declare their intention in advance and in writing (i) to the Chairman of the General Shareholders’ Meeting, and (ii) to the financial intermediary that is connected to the Interbolsa securities register, with whom the Shareholders have opened the relevant individual securities account, until 23:59 pm (GMT) of the trading day prior to the Registration Date, i.e., 6 April 2021, at the latest. To that effect, Shareholders may use the automatic statement form that will be available at EDP’s website (www.edp.com), or the paper form also available therein, as of the date of disclosure of this Notice. However, Shareholders that wish to vote by electronic means pursuant to paragraphs w) and x) below must use the abovementioned automatic statement form.
Shareholder representation shall be valid if effected by duly executed letter addressed to the Chairman of the General Shareholders’ Meeting and sent by e-mail to edp.ag@edp.com until 17:00 (GMT) of 12 April 2021. A form of proxy letter is available to Shareholders at EDP’s website (www.edp.com). The original should be subsequently sent to EDP’s registered office, located at Avenida 24 de Julho, no. 12, 1249-300 Lisbon.
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.
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.
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 12th, 2016.
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 of the Agenda refer to different subjects, the Shareholders are hereby informed that the votes in relation to the referred Item shall be separately cast at the Annual General Shareholders Meeting. Accordingly, 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.
a) According to article 14/1 of the Articles of Association of EDP, only shareholders with voting right may attend the General Shareholders' Meeting, 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 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 since 00:00 hours (GMT) of the 5th negotiation day prior to the date of General Shareholders' Meeting, ie, the 13th February 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 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, until 23:59 hours (GMT) of the day prior to the Registration Date, ie, 10th February 2012. For this effect, Shareholders may use the automatic formulary of statement available at EDP’s website (www.edp.com) or the formulary available in paper at the referred Internet website and at EDP’s registered seat, 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, 13th February 2012, information regarding the number of shares registered on behalf of each of its clients with reference to the 00:00 hours of the Registration Date, being able, for that effect, of using 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 its shares, as long as, beyond the participating 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, 10th February 2012, sufficient and proportional evidence, of (i) identification of each client and number of shares to vote on its account and (ii) vote instructions, which shall be specific for each different item of the Agenda and shall be 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 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, until 17 hours of the February 17th, 2012 and addressed to the head office located at Praça Marquês de Pombal, no. 12, 1250 - 162 Lisbon. To the Shareholders is disclosed a formulary of representation letter, available at EDP’s website (www.edp.com) and at the company’s registered seat.
j) In case one shareholder designates several representatives regarding shares held in different book-entry registries, and these representatives vote in a different way regarding 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 be considered, as long as all of the representatives vote in the same way.
k) The presence at the General Shareholders' Meeting of a shareholder that has designated one or more representatives revokes the representation powers conferred.
l) Considering that the General Shareholders' Meeting is scheduled for 15.00, 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 necessary requirements.
Item One – Resolve on the approval of the individual and consolidated accounts' reporting documents for 2015, 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 (that integrates the annual report of the Financial Matters Committee/Audit Committee) and the Auditors' Report on the individual and consolidated financial statements.
Item Two – Resolve on the allocation of profits in relation to the 2015 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 remuneration policy of the members of the Executive Board of Directors presented by the Remunerations Committee of the General and Supervisory Board.
Item Seven – Resolve on the remuneration policy of the members of the other corporate bodies presented by the Remunerations Committee elected by the General Shareholders' Meeting.
Item 1 of the Agenda
Proposal of the Executive Board of Directors
Resolve on the approval of the individual and consolidated accounts' reporting documents for 2015, 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 (that integrates the annual report of the Financial Matters Committee/Audit Committee) and the Auditors' Report on the individual and consolidated financial statements
Item 2 of the Agenda
Proposal of the Executive Board of Directors
Resolve on the allocation of profits in relation to the 2015 financial year
Item 3 of the Agenda
Resolve on the general appraisal of the management and supervision of the company, under article 455 of the Portuguese Companies Code
Proposal of the Shareholders
Opinion of the General and Supervisory Board on the vote of confidence to the Executive Board of
Directors regarding 2015 exercise
Item 4 of the Agenda
Proposal of the Executive Board of Directors
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 5 of the Agenda
Proposal of the Executive Board of Directors
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 6 of the Agenda
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 7 of the Agenda
Resolve on the remuneration policy of the other members of the corporate bodies presented by the Remunerations Committee elected by the General Shareholders' Meeting
Extract of Minute no. 1/2016 of the EDP’s General Shareholders’ Meeting, held on April 19, 2016.