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 number 500 697 256, with a share capital of EUR 4,184,021,624, 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 12 April 2023 at 10:30 a.m.
The right to vote may be exercised in one of the following ways:
i) Advance electronic voting;
ii) Postal voting;
iii) Electronic voting during the General Shareholders’ Meeting (remote attendance);
iv) Voting in person at the General Shareholders’ Meeting.
According to Article 14(1) of EDP’s 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 12 April 2023, 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. 3 April 2023 (“Registration Date”).
Shareholders intending to attend and vote at the General Shareholders’ Meeting, either in person or by electronic voting, during the General Shareholders’ Meeting or in advance, 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 and until, at the latest, 11:59 p.m. (GMT) of the Registration Date, i.e. 3 April 2023.
On the form referred to in the previous subparagraph, shareholders are required to select the manner in which they intend to attend and vote at the General Shareholders’ Meeting. Shareholders may choose to exercise their right to vote in advance (by electronic means or by post) or to exercise it during the General Shareholders’ Meeting. If they choose to exercise their right to vote during the General Shareholders’ Meeting, the manner of doing so will depend on the way in which they choose to attend, since if they attend remotely, they will have to exercise their right to vote by electronic means, and if they choose to attend in person they will have to cast their vote in person at the meeting.
In addition, 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 11:59 p.m. (GMT) of the day preceding the Registration Date, i.e. 2 April 2023.
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 11:59 p.m. (GMT) of the Registration Date, i.e. 3 April 2023, 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 Portuguese Securities Market 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 5:00 p.m. (GMT) of 10 April 2023. 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.
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 10 April 2023. If the shareholder is a natural person, their signature must be identical to that on their 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
Shareholders who hold at least one share at 00:00 (GMT) on the fifth trading day preceding the date of the General Shareholders’ Meeting, i.e. 3 April 2023 (“Registration Date”).
Shareholders intending to attend and vote at the General Shareholders’ Meeting, either in person or by electronic voting, during the General Shareholders’ Meeting or in advance, 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 and until, at the latest, 11:59 p.m. (GMT) of the Registration Date, i.e. 3 April 2023.
Up to 3 de April de 2023 (11:59 p.m GMT).
Yes.
Shareholders duly entitled to attend the General Shareholders’ Meeting may exercise their right to vote in person. To that end, they must pre-register under the terms foreseen in the Notice of Meeting.
Shareholders should inform their financial intermediary of their intention to attend the EDP General Shareholders’ Meeting, so that the declaration(s) of ownership of the shares, to be sent by the Financial Intermediary, is received by 11:59 p.m. (GMT) of 3 April 2023.
Shareholders may only exercise their voting rights in person at the General Shareholders’ Meeting on 12 April 2023 if, cumulatively, (i) they are duly entitled and (ii) they have not exercised their voting rights by any of the other means: advance electronic voting, postal voting or electronic voting during the General Shareholders’ Meeting - remote attendance.
As the General Shareholders’ Meeting is scheduled to begin at 10:30 a.m. (GMT), shareholders are advised to arrive at least 30 minutes in advance in order to check that they meet all the conditions for attending the meeting.
The right to vote may be exercised in one of the following ways:
I. Advance electronic voting; or,
II. Postal voting; or,
III. Electronic voting during the General Shareholders’ Meeting (remote attendance); or,
IV. Voting in person at the General Shareholders’ Meeting.
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 10 April 2023.
If the shareholder is a natural person, their signature must be identical to that on their 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).
Shareholders entitled to attend the General Shareholders’ Meeting may exercise their right to vote in advance by electronic means. To this end, they shall pre-register.
Once pre-registratation has been completed and the declaration(s) of ownership of the shares sent by the financial intermediary on 3 April 2023 has been received, a message will be sent to the e-mail address provided, with a link, username, and access key for the advance electronic voting platform. The platform will be available to shareholders wishing to vote from 3:00 p.m. of 4 April 2023.
Shareholders will be able to exercise their advance electronic voting right until 11:59 p.m. of 10 April 2023.
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 attend the General Shareholders’ Meeting in person or remotely, but may not revoke or alter the votes already made.
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 to the digital platform will be sent 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 in person or 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 Portuguese 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 10 April 2023 at 11:59 p.m. (GMT)), identifying the governing 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).
Shareholders exercising their right to advance electronic voting may attend the General Shareholders’ Meeting but may not revoke or alter the votes already made.
Shareholders entitled to attend the General Shareholders’ Meeting and who have not voted in advance may exercise their right to vote electronically during the meeting. To this end, they should inform EDP of their intention to attend remotely and to exercise the right to vote electronically during the General Shareholders’ Meeting (remote attendance) by pre-registering, indicating a valid e-mail address.
Once the pre-registration and the declaration(s) of ownership of the shares sent by the financial intermediary on 3 April 2023 have been received, a message will be sent, the day before the General Shareholders’ Meeting, to the e-mail address provided, with the link, username and access key for the electronic voting platform (remote attendance), through which they will also have access to the live video and audio broadcast of the meeting.
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 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 (remote attendance).
The declaration(s) of ownership of the shares registered on behalf of each Shareholder must be sent by the financial intermediary on 3 April 2023 (Registrations Date) until 11:59 p.m. (GMT).
The date shall be 00:00 (GMT) of the fifth negotiation day prior to the date of the General Shareholders’ Meeting, i.e. 3 de April 2023.
Yes.
Yes, and you must make one registration for each client you represent.
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.
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.
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.
The meeting will start at 10:30 pm (GMT), as initially foreseen in the Notice to Convene Meeting. Shareholders are advised to arrive at least 30 minutes in advance in order to check that they meet all the conditions for attending the meeting. Shareholders who participate through telematic means, it is essential connecting the electronic voting platform by 10:30 am (GMT), otherwise it will not be possible to exercise their voting rights at the EDP General Shareholders’ Meeting.
If the Shareholder has already voted in advance, the link giving access to the digital platform will be sent the day before the meeting to the e-mail address provided when the shareholder or their representative registered at EDP’s website for the General Shareholders’ Meeting, also containing all the necessary information for its proper registration.
If the Shareholder chose to exercise their right to vote electronically during the meeting (remote attendance), a message will be sent, the day before the General Shareholders’ Meeting, to the e-mail address provided, with the link, username and access key for the electronic voting platform (remote attendance), through which they will also have access to the live video and audio broadcast of the meeting.
You can send your question to the e-mail edp.ag@edp.com
Inclusion of Items on the Agenda and Tabling of Draft Resolutions
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 Meeting, accompanied by a draft resolution for each matter for which inclusion is required.
The amended Notice of 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) of 2 April 2023.
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 Meeting or 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 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 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 Integrated Report, specifically the individual and consolidated accounting documents for the 2022 financial year, including the single management report (which includes a corporate governance chapter), the individual and consolidated accounts and 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 individual and consolidated accounts, as well as the sustainability information (containing the consolidated non-financial statement), and to consider the Remuneration Report and the 2030 Climate Change Commitment.
Item Two - To deliberate on the proposal for the distribution of the profits for the 2022 financial year and on the proposal for the distribution of dividends.
Item Three - Conduct a general appraisal of EDP's management and supervision in accordance with Article 455 of the Portuguese Companies Code.
Item Four - To authorise the Executive Board of Directors for the acquisition and sale of own shares by EDP and subsidiaries of EDP.
Item Five - To authorise the Executive Board of Directors for the acquisition and sale of own bonds by EDP.
Item Six - To deliberate on renewing the authorisation granted to the Executive Board of Directors to increase the share capital.
Item Seven - To deliberate on suppressing the right of first refusal of shareholders in share capital increases resolved by the Executive Board of Directors under Article 4(4) of EDP’s Articles of Association.
Item Eight - To deliberate on appointment of a new member for the Executive Board of Directors of EDP until the end of the current term of office (2021-2023 triennium).
Item 1 of the agenda:
To deliberate on the Integrated Report, specifically the individual and consolidated accounting documents for the 2022 financial year, including the single management report (which includes a corporate governance chapter), the individual and consolidated accounts and 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 individual and consolidated accounts, as well as the sustainability information (containing the consolidated non-financial statement), and to consider the Remuneration Report and the 2030 Climate Change Commitment.
Items 2 to 8 of the agenda:
Extract of Minutes no. 1/2023 of the General Shareholders’ Meeting