Notice to convene meeting
In accordance with the provisions of the law and the Articles of Association, at the request of the General and Supervisory Board and the Executive Board of Directors, I call on all the shareholders of EDP – Energias de Portugal, S.A. ("EDP"), an issuer of shares admitted to trading on a regulated market, with its registered office at Avenida 24 de Julho, 12, 1249-300 Lisbon, with single company number and Commercial Register registration 500 697 256, with a share capital of EUR 3,965,681,012, to attend the Annual General Shareholders’ Meeting, to be held remotely and in person in the Auditorium at EDP's registered office at Avenida 24 de Julho, 12, Lisbon on 6 April 2022 at 10:30.
The right to vote may be exercised in one of the following ways:
I. Advance electronic voting; or,
II. Postal voting; or,
III. Voting in person at the General Shareholders’ Meeting.
According to Article 14(1) of the EDP Articles of Association, General Shareholders’ Meetings may only be attended by shareholders with voting rights, as well as by other persons whose presence is deemed to be justified by the Chairman of the General Shareholders’ Meeting.
Shareholders may attend the General Shareholders’ Meeting on 6 April 2022, either in person or remotely, in their own name or by proxy, only if they hold at least one share at 00:00 (GMT) on the fifth trading day preceding the date of the General Shareholders’ Meeting, i.e. 30 March 2022 ('Registration Date').
Shareholders intending to attend and vote at the General Shareholders’ Meeting, either in person or by advance electronic voting, must pre-register by completing the automatic declaration form which will be available on the EDP website (www.edp.com), as from the date of publication of this notice, at the latest by 23:59 (GMT) on the Registration Date, i.e. 30 March 2022.
On the form previous referred, shareholders are required to select the manner in which they intend to attend and vote at the General Shareholders’ Meeting.
Furthermore, shareholders intending to attend the General Shareholders’ Meeting must declare their intention in advance to the financial intermediary enrolled on the Interbolsa-managed systems with which the individual securities registration account is opened, at the latest by 23:59 (GMT) on the trading day preceding the Registration Date, i.e. 29 March 2022.
Financial intermediaries who are informed of their clients' intention to attend the General Shareholders’ Meeting must notify the Chairman of the General Shareholders’ Meeting of such intention and shall forward, by 23:59 (GMT) on the Registration Date, i.e. 30 March 2022, information on the number of shares registered on behalf of each of their clients as at 00:00 hours (GMT) on the Registration Date. For this purpose, they may use the e-mail address edp.ag@edp.com.
Shareholders who have declared to their financial intermediary their intention to attend the General Shareholders’ Meeting as referred to above and who transfer ownership of their shares between the Registration Date and the end of the General Shareholders’ Meeting must immediately notify the Chairman of the General Shareholders’ Meeting and the Securities and Exchange Commission, without prejudice to the exercise of their right to attend and vote at the General Shareholders’ Meeting.
Shareholders may be represented by a letter of proxy, duly signed, addressed to the Chairman of the General Shareholders’ Meeting, which must be sent by post to EDP’s registered office or by e-mail to edp.ag@edp.com by 17:00 (GMT) on 4 April 2022. Shareholders may obtain a letter of proxy form from the EDP website (www.edp.com). The original letter of proxy must always be sent to EDP at its registered office, at Avenida 24 de Julho, 12, 1249-300 Lisbon.
In order to exercise the right to vote by post, shareholders should send a letter addressed to the Chairman of the General Shareholders’ Meeting by registered post with acknowledgement of receipt, which must be received at the registered office by 4 April 2022.If the shareholder is a natural person, its signature must be identical to that on its identification document and a copy thereof must be sent in the same envelope. If the shareholder is a legal person, the signature of its representative must be recognised in that capacity. Shareholders are provided with a ballot form for the exercise of their postal vote, which can be obtained from the EDP website (www.edp.com).
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., 30 March 2022 (“Registration Date”)
How can I make my registry at EDP’s General Shareholders’ Meeting?
Shareholders intending to attend and vote at the General Shareholders’ Meeting, either in person or by advance electronic voting, must pre-register by completing the automatic declaration form which will be available on the EDP website (www.edp.com), as from the date of publication of this notice, at the latest by 23:59 (GMT) on the Registration Date, i.e. 30 March 2022.
Which is the limit date for the pre-registration?
Up to 30 March 2022 (23:59h GMT).
May I be physically present at the General Shareholders’ Meeting?
Yes. Shareholders duly entitled to attend in the General Shareholders’ Meeting may exercise their right to vote in person. To that end, they must pre-register.
Once shareholders have been pre-registered and the statement(s) of ownership of the shares to be sent by the financial intermediary on 30 March 2022 have been received, shareholders will receive written confirmation, at the e-mail address provided at the time of the registration above referred, of their entitlement to attend the General Shareholders’ Meeting in person and exercise their right to vote during the meeting.
Shareholders may attend the General Shareholders’ Meeting on 6 April 2022 only if, cumulatively, they (i) expressly request it at the time of registration, (ii) have not exercised their electronic or postal vote in advance and (iii) have received written confirmation from EDP by 23.59 on 1 April 2022.
As the General Shareholders’ Meeting is scheduled to begin at 10:30 (GMT), shareholders are advised to arrive at least 30 minutes in advance to the EDP headquarters in order to allow the verification of all conditions for attending the meeting.
What happens in case the maximum number of shareholders’ pre-registrations to attend the General Shareholders’ Meeting in person is reached?
Once the maximum number of shareholders registered to attend the General Shareholders’ Meeting has been reached under conditions that ensure compliance with the internal measures in force to contain the SARS-CoV-2 outbreak, EDP reserves the right to restrict access to the premises, and undertakes to inform shareholders in good time so that they can, alternatively, attend the General Shareholders’ Meeting remotely, by access to the live video and audio broadcast of the meeting and exercise their right of advance electronic voting.
How can I vote in this General Shareholders’ Meeting?
The right to vote may be exercised in one of the following ways:
- Advance electronic voting; or,
- Postal voting; or,
- Voting in person at the General Shareholders’ Meeting.
How can I vote by post?
Under Article 22 of the Securities Code and Article 14 of the Articles of Association, shareholders entitled to attend the General Shareholders’ Meeting may exercise their right to vote by post.
In order to exercise the right to vote by post, shareholders should send a letter addressed to the Chairman of the General Shareholders’ Meeting by registered post with acknowledgement of receipt, which must be received at the registered office by 4 April 2022.
If the shareholder is a natural person, its signature must be identical to that on its identification document and a copy thereof must be sent in the same envelope. If the shareholder is a legal person, the signature of its representative must be recognised in that capacity. Shareholders are provided with a ballot form for the exercise of their postal vote, which can be obtained from the EDP website (www.edp.com).
How can I vote electronically?
Shareholders entitled to attend the General Shareholders’ Meeting may exercise their right to vote in advance by electronic means. To that end, they are required to pre-register and access the following link: https://www.shareholders-services.com/voto/v2/gateway/EDP.
Once pre-registration has been completed and the declaration(s) of ownership of the shares sent by the financial intermediary on 30 March 2022 has been received, a message will be sent to the e-mail address provided, with a link, user name and access key to the advance electronic voting platform. The platform will be available to shareholders wishing to vote as from 15:00 (GTM) on 31 March 2021.
Shareholders will be able to exercise their advance electronic voting right until 23:59 (GTM) on 4 April 2022.
If shareholders do not vote 'For' or 'Against' any of the items on the electronic voting form, those items not voted on shall be deemed to be abstentions.
Once shareholders have cast an advance electronic vote, they will receive an automatic confirmation via the platform, sent to the e-mail address provided by them. Shareholders may also obtain confirmation of their vote on the electronic platform.
Shareholders exercising their right to advance electronic voting may only attend the General Shareholders’ Meeting remotely and are prevented from attending the General Shareholders’ Meeting in person.
How does Shareholder participate and attend the General Shareholders’ Meeting by telematic means?
Shareholders who are registered and duly entitled to attend the General Shareholders’ Meeting shall be given access to the live video and audio broadcast of the meeting. To this end, a link giving access the digital platform will be sent on the day before the meeting to the e-mail address provided when the shareholder or their representative registered for the General Shareholders’ Meeting. If shareholders or their representatives attempt to access the digital platform using an e-mail address other than the one previously provided, access will be denied.
Shareholders or their representatives will be allowed to attend the General Shareholders’ Meeting remotely provided that they are duly entitled and authorised in general terms, even if they have not cast their vote, and will be able to ask, in writing and through the digital platform, any questions on the items on the Agenda which they wish to be answered at the meeting, in accordance with Article 290 of the Commercial Companies Code. However, in order to ensure the orderly functioning of the meeting, shareholders may submit their questions in writing no later than 2 (two) days before the date of the General Shareholders’ Meeting (i.e. by 4 April 2022 at 23:59 (GMT)), identifying the body or individual to whom they are addressed. For this purpose they must use the e-mail address edp.ag@edp.com; in case of any queries, shareholders are requested to send them to the same e-mail address (edp.ag@edp.com).
During the General Shareholders’ Meeting, shareholders who have exercised their electronic vote in advance will not be able to revoke or change their votes.
Which is the reception date of the ownership statements issued by financial intermediaries with the information on the number of shares held by each Shareholder?
The ownership 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 30 March 2022 (Registration Date).
Which is the reference date on the number of shares registered on behalf of each Shareholder?
The date shall be 00:00 (GMT) of the fifth negotiation day prior to the date of the General Shareholders’ Meeting, i.e. 30 March 2022.
EDP will pay the costs referent to the issuance of the shares titularity statements?
Yes.
In the capacity of professional shareholder (financial intermediary), may I pre-register on behalf of my client at EDP’s website?
Yes, and you must make one registration for each client you represent.
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 current situation, 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. Nevertheless, Shareholders shall inform immediately the Chairman of the Board of the General Shareholders’ Meeting and the Portuguese Securities Market Commission of that fact.
At which time does the General Shareholders’ Meeting begin?
The meeting will start at 10:30 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?
The link access to the platform will be made available to the Shareholder the day before the meeting to the electronic address provided at the time the Shareholder or his representative pre-registered on the EDP website to participate at the General Shareholders’ Meeting, containing all the information necessary to the appropriate registration at the meeting.
Who can I contact in case of doubt?
You can send your question to the e-mail edp.ag@edp.com
Pursuant to Article 23(B) of the Securities Code, a shareholder or shareholders holding shares representing at least 2% of the share capital may request that certain items be included on the Agenda by means of a written request addressed to the Chairman of the General Shareholders’ Meeting within 5 (five) days following the publication of this Notice of Convene Meeting, accompanied by a draft resolution for each matter for which inclusion is required.
The amended Notice of Convene Meeting and the draft resolutions for each added matter shall be notified to shareholders as soon as possible in the same way as for the publication of this Notice, no later than 10 (ten) days before the date of the General Shareholders’ Meeting, i.e. no later than 00.00 (GMT) on 27 March 2022.
In accordance with Article 23(B) of the Securities Code, a shareholder or shareholders holding shares representing at least 2% of the share capital may request the inclusion of draft resolutions on matters referred to in the Notice of Convene Meeting as amended, on submission of a written request addressed to the Chairman of the General Shareholders’ Meeting within 5 (five) days of the publication of the Notice of Convene Meeting or subsequent amendment together with any information accompanying the draft resolution. The draft resolutions and accompanying information referred to will be notified to shareholders as soon as possible in the same way used for the publication of this Notice of Convene Meeting, no later than 10 (ten) days before the date of the General Shareholders’ Meeting.
If a request for inclusion of a matter on the Agenda or a draft resolution is not complied with, the interested parties may apply to a Court to convene a new general shareholders’ meeting to decide on such matters or resolutions.
Agenda
Item one - To deliberate on the annual and consolidated accounting documents for the financial year 2021, including the single management report (which includes a corporate governance chapter and the remuneration report), the annual report and opinion of the General and Supervisory Board (which integrates the annual report of the Financial Matters Committee/Audit Committee) and the statutory certification of the annual and consolidated accounts as well as the sustainability report (containing the consolidated non-financial statement and the 2030 Climate Change Commitment).
Item two - To deliberate on the proposal for the distribution of the profits for the financial year 2021 and on the proposal for the distribution of dividends.
Item three - To conduct a general assessment of EDP's management and supervision in accordance with Article 455 of the Commercial Companies Code.
Item four - To authorise the Executive Board of Directors to acquire and dispose of own shares by EDP and its subsidiary companies.
Item five - To authorise the Executive Board of Directors to acquire and dispose of EDP-owned bonds.
Item six - To deliberate on the election of the Vice-Chairman of the General Shareholders’ Meeting for the remainder of the current term of office (three-year period 2021-2023).
Item 1 of the agenda
To deliberate on the annual and consolidated accounting documents for the financial year 2021, including the single management report (which includes a corporate governance chapter and the remuneration report), the annual report and opinion of the General and Supervisory Board (which integrates the annual report of the Financial Matters Committee/Audit Committee) and the statutory certification of the annual and consolidated accounts as well as the sustainability report (containing the consolidated non-financial statement and the 2030 Climate Change Commitment).
Item 2 - 6 of the agenda
Extract of Minutes no. 1/2022 of the General Shareholders’ Meeting.
