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 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 at the Commercial Registry Office of Lisbon and at the tax authorities 500 697 256, with the share capital of 3,656,537,715 Euros, to meet at the Annual General Shareholders’ Meeting, which will take place on April 16th, 2020, at 3 pm.
1. In view of the fast evolution of the spread of the Covid-19 pandemic outbreak, on 18 March 2020, Portugal declared the state of emergency, based on the verification of a public calamity situation; consequently, legislative measures have been imposed, which restrict meetings and limit movements of citizens to several pre-determined and specified situations.
2. Given the uncertainty about the duration of the current public health context, EDP understands that the postponement of the Annual General Shareholders’ Meeting should not be promoted.
3. As a result, being the physical presence of Shareholders and their respective representatives at EDP’s facilities prohibited by law, necessary adaptations to this pandemic context should be made regarding the General Shareholders’ Meeting of EDP.
Annual General Shareholders’ Meeting of EDP scheduled for 16 April 2020 at 3 pm (GMT) will take place on the expected date and time exclusively by telematic means, under the terms of article 377, no. 6, paragraph b) of the Portuguese Companies Code, as such possibility is not excluded by EDP’s Articles of Associations.
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 wishing to exercise their voting rights by post should address a letter to the Chairman of the General Shareholders’ Meeting, by registered post with acknowledgment of receipt, to be received at EDP’s registered office until 9 April 2021. In case the Shareholder is an individual, the signature must be identical to that of its identity card, a copy thereof to be sent in the same envelope. In case the Shareholder is a legal entity, the signature of its representative and its capacity must be authenticated. A form of postal voting letter is available to Shareholders at EDP’s website (www.edp.com).
Shareholders entitled to participate in the General Shareholders’ Meeting may also exercise their voting rights using electronic means. To that effect, such intention should be communicated to the Chairman of the General Shareholders’ Meeting simultaneously with the submission of the participation statement through EDP’s website (www.edp.com), in accordance with the form available therein, until 6 April 2021; they will then receive an acknowledgement of receipt via e-mail, confirming the submission of the participation statement and issuing them with a secret identifier code (password) that shall be used to exercise the voting rights electronically; subsequently they shall receive a second e-mail containing the ballot paper, and Shareholders should exercise the respective voting rights until 9 April 2021. The ballot paper should be signed by the Shareholder, its signature identical to the one in its identity card, and sent by electronic means to the e-mail address made available (including, in the subject line, the abovementioned secret identifier code (password)), accompanied with a clear copy of the Shareholder’s identity card; in case the Shareholder is a legal entity, the ballot paper should be signed by a legal representative and accompanied with a document evidencing the representation powers (in case of legal entities incorporated in Portugal, the indication of the access code to the commercial registry certificate of the represented entity will suffice). In case the Shareholder is represented by attorney, a document must be sent attesting the respective powers of representation, as well as a clear copy of the attorney's identification document.
- Who may vote at the General Shareholders’ Meeting?
A: 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., April 7th, 2020 (“Registration Date”)
- Why this year I did not receive a letter convening for the Meeting?
A: Considering the current context, it was decided not to send the letter inviting Shareholders to participate at the General Shareholders’ 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.
- How can I make my registry at EDP’s General Shareholders’ Meeting?
A: 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?
A: Up to 6 April 2020 (23:59h GMT).
- May I be physically present at the General Shareholders’ Meeting?
A: No. In view of the fast evolution of the spread of the Covid-19 pandemic outbreak, on 18 March 2020, Portugal declared the state of emergency, based on the verification of a public calamity situation; consequently, legislative measures have been imposed, which restrict meetings and limit movements of citizens to several pre-determined and specified situations. Consequently, it is prevented the physical presence of Shareholders and respective representatives at EDP facilities.
- How can I vote in this General Shareholders’ Meeting?
A: Considering that the meeting will be exclusively held by telematic means, as referred to on the Complementary Information disclosed on the 3 April 2020, voting right may only be exercised through correspondence, by post or electronically, up to the 13 April 2020, 11:59 pm (GMT).
- How can I vote by post?
A: 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 the 13th of April 2020.
(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, in accordance with the form available at EDP’s website (www.edp.com), with the necessary prior notice in order to allow its exercise until April 13th, 2020.
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.
- 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.
- 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 a professional shareholder, it will receive an e-mail ccontaining 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?
A: 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 13 April 2020.
- Which is the reception date of the statements issued by financial intermediaries with the information on the number of shares held by each Shareholder?
A: 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 7 April 2020. 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?
A: The date shall be 00:00 (GMT) of 7 April 2020 (“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?
A: Yes.
- In the capacity of financial intermediary, may I register on behalf of my client at EDP’s website?
A: Yes.
- I cannot participate at the General Shareholders’ Meeting but I want to be represented: what should I do?
A: 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?
A: Considering the excepcional 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?
A: Yes. Nevertheless, 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?
A: Up to 00:00 (GMT) of 7 April 2020 (“Registration Date”), is, the fifth negotiation day prior to the date of the General Shareholders’ Meeting.
- At which time does the General Shareholders’ Meeting begin?
A: The meeting will start at 3:00 pm (GMT), as initially foreseen in the Notice to Convene Meeting.
- How can I have access to the platform link to assist to EDP’s General Shareholders’ Meeting?
R: The link access to the platform will be made available to the Shareholder, together with a password to the same e-mail address used for the registry at EDP’s website for participation at the General Shareholders’ Meeting.
- Which data shall be disclosed to enter in the platform?
A: After receiving the access link, the Shareholder shall fill in the following information (i) name, (ii) surname, (iii) e-mail address (used for the registry at EDP’s website) and (iv) password – sent upon registration 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?
A: The only Shareholders that may assist to 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, but I did not send the ballot paper. May I assist to the meeting through the platform?
A: Yes.
- May I modify my vote during the broadcast, by the platform, of the General Shareholders’ Meeting?
A: No. During the broadcast of the meeting, it will not be possible to modify the vote, as this was already prior exercised by correspondence (by post or electronically).
- How far in advance shall I access the platform?
A: It is recommended for Shareholders to access the platform 15 (fifteen) minutes in advance, in order to verify if all the conditions are met to allow their participation.
- In which consists my participation in the General Shareholders’ Meeting, as a Shareholder, through the platform?
A: 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 14 April 2020, 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?
A: Portuguese and English.
- I have doubts regarding the sending of my ballot paper. To whom should I talk with?
A: You may send your doubts to the email address edp.ag@edp.com
- How can I obtain the Annual Report and remaining physical documents related to EDP’s General Shareholders’ Meeting?
A: All documents referent to EDP’s General Shareholders’ Meeting will be later on sent by post to all Shareholders that require them or may be picked-up at EDP’s registered office when EDPs facilities are in duly functioning
- Which is the dividend value?
A: The proposal is of € 0.19 cents per share.
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.
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 fifth negotiation day prior to the date of the General Shareholders’ Meeting, i.e., April 7th, 2020.
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 remaining elements foreseen in Article 289(1) of the Portuguese Companies Code and Article 21-C(1) of the Portuguese Securities Code, shall be available to Shareholders for review at EDP’s website (www.edp.com) and at the website of the Portuguese Securities Market Commission (www.cmvm.pt). Shareholders may also request the documentation to be sent via e-mail, to edp.ag@edp.com.
During the course of the General Shareholders’ Meeting, Shareholders that are entitled to participate may request to be provided with further information. Such requests can only be denied to the extent the disclosure of said information may cause serious harm to EDP or an associated company, or if it would be in breach of legal confidentiality obligations, as provided in Article 290 of the Portuguese Companies Code.
Considering that the matters of the resolution to be taken under Item Three of the Agenda refers 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.
Agenda
Item one - Resolve on the approval of the individual and consolidated accounts’ reporting documents for 2019, including the global management report (which incorporates a chapter regarding corporate governance), the individual and consolidated accounts, the sustainability report (containing the non-financial consolidated statement), 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 2019 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.
Item six - Grant authorization to the Executive Board of Directors to increase the share capital of EDP, on one or more occasions, for a 5-year period, up to a 10% limit of the current share capital under the terms of article 4 no. 3 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 members of the other corporate bodies presented by the Remunerations Committee elected by the General Shareholders’ Meeting.
Item 1 of the agenda
Resolve on the approval of the individual and consolidated accounts’ reporting documents for 2019, including the global management report (which incorporates a chapter regarding corporate governance), the individual and consolidated accounts, the sustainability report (containing the non-financial consolidated statement), 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
Resolve on the allocation of profits in relation to the 2019 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.
Item 4 of the agenda
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
Resolve on the granting of authorization to the Executive Board of Directors for the acquisition and sale of own bonds by EDP.
Item 6 of the agenda
Grant authorization to the Executive Board of Directors to increase the share capital of EDP, on one or more occasions, for a 5-year period, up to a 10% limit of the current share capital under the terms of article 4 no. 3 of the Articles of Association.
Item 7 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 8 of the agenda
Resolve on the remuneration policy of the members of the other corporate bodies presented by the Remunerations Committee elected by the General Shareholders’ Meeting.
Extract of Minute no. 1/2020 of the EDP’s General Shareholders’ Meeting, held on April 16th, 2020.
