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 3,965,681,012
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 with the Commercial Registry Office and with the tax authorities 500 697 256, with the share capital of 3,965,681,012 Euros, to meet at the Annual General Shareholders’ Meeting, which will be exclusively held by telematic means, on 14 April 2021, at 10 am.
- In view of the evolution of the Covid-19 pandemic outbreak, and the successive renewals of the state of emergency in Portugal, initially enacted by Presidential Decree no. 51-U/2020, of 6 November (and lastly renewed by Presidential Decree no. 21-A/2021, of 25 February), legislative measures currently in force restrict meetings and limit the movement of people to a set of predetermined and specified circumstances, and it is not anticipated that such restrictions will be lifted until the date of EDP’s Annual General Shareholders’ Meeting.
- As a result, and in compliance with legal provisions for the prevention, containment and mitigation of the transmission of Covid-19, the physical presence of Shareholders and their representatives at EDP’s facilities is prohibited. Accordingly, adjustments to this pandemic context must be promoted regarding the holding of the General Shareholders’ Meeting.
- Notwithstanding the limitations arising from the non-admission of the physical presence of Shareholders or their representatives, EDP has the means to hold the Annual General Shareholders’ Meeting being hereby convened - as was the case with the Annual General Shareholders’ Meeting of 16 April 2020 and the Extraordinary General Shareholders’ Meeting of 19 January 2021 - by enabling Shareholders the possibility to participate in the meeting by telematic means and to exercise their voting rights, as set out below.
Annual General Shareholders’ Meeting of EDP scheduled for 14 April 2021 at 10 am (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.
annual report 2020
Changing Tomorrow Now
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a) Pursuant to Article 14(1) of the Articles of Association, only Shareholders with voting rights, and persons whose presence is deemed justified by the Chairman of the General Shareholders’ Meeting, may attend the General Shareholders’ Meetings.
b) Each share shall correspond to one vote.
c) Shareholders may only participate in the General Shareholders’ Meeting of 14 April 2021 by telematic means, in person or through a representative, and exercise their voting rights by correspondence, either through post or electronic means, if such Shareholders own at least one share at 00:00 (GMT) of the fifth trading day prior to the date of the General Shareholders’ Meeting, i.e. 7 April 2021 (“Registration Date”).
d) The exercise of participation and voting rights at the General Shareholders’ Meeting is not prejudiced by the transfer of shares carried out after the Registration Date, nor is contingent on the blocking of such shares between the Registration Date and the date of the General Shareholders’ Meeting.
e) 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.
f) Financial intermediaries who are informed of their clients’ intention to participate in the General Shareholders’ Meeting must provide the Chairman of the General Shareholders’ Meeting, until 23:59 (GMT) of the Registration Date, i.e., 7 April 2021, with information regarding the number of shares registered on behalf of each one of its clients at 00:00 (GMT) of the Registration Date, using the e-mail address edp.ag@edp.com for that purpose.
g) Shareholders who, in a professional capacity, hold shares in their own name, but on behalf on their clients, may exercise their shares’ voting rights separately as long as, in addition to the participation statement and the provision of information by the respective financial intermediary as set out above, they submit to the Chairman of the General Shareholders’ Meeting, until 23:59 (GMT) of the day before the Registration Date, i.e., 6 April 2021, including sufficient and adequate evidence, (i) the identification of each client (it being understood that the indication of the legal entity number issued by the competent registration authority at the country of origin shall be considered as sufficient and adequate identification evidence), (ii) the number of voting shares held on behalf of each client, and (iii) the voting instructions, specific for each item of the Agenda, provided by each client, which may not be subsequently amended.
h) Shareholders who have so declared their intention to participate in the General Shareholders’ Meeting and subsequently have transferred ownership of their shares between the Registration Date and the end of the General Shareholders’ Meeting must communicate such fact immediately to the Chairman of the General Shareholders’ Meeting and to the Portuguese Securities Market Commission.
i) 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.
j) In case one Shareholder appoints more than one representative regarding shares held in different individual securities accounts, such representatives cannot vote in a different way on the same resolution proposal, under penalty of annulment of all votes cast by said Shareholder. If any of the representatives does not attend the General Shareholders’ Meeting, the votes of the representatives that are present will, however, be considered, as long as all the present representatives vote in the same way.
k) The General Shareholders’ Meeting will take place exclusively by telematic means, pursuant to the terms of Article 377(6)(b) of the Portuguese Companies Code, since such possibility is not excluded by EDP’s Articles of Association.
l) Considering the exceptional circumstances set out above, the exercise of voting rights shall be carried out exclusively by correspondence, either through post or electronically, in accordance with Article 384(8) and (9) of the Portuguese Companies Code, Article 22 of the Portuguese Securities Code, and Article 14(6) and (8) of the Articles of Association.
m) Holding the General Shareholders’ Meeting solely by telematic means shall allow all Shareholders that are registered and duly entitled to participate to access a live video and audio broadcast of the meeting. To that effect, a link shall be sent the day before the meeting takes place, to the e-mail address used by the Shareholder or its representative to state its intention to participate in the General Shareholders’ Meeting, which shall enable access to the streaming platform. In case the Shareholder or the respective representative tries to access through a different e-mail address than the one previously provided, the access to the digital platform will be denied.
n) All participation statements, votes, voting explanations and voting instructions should be submitted in advance to the Chairman of the General Shareholders’ Meeting by post or e-mail, in compliance with the deadlines set forth in this Notice.
o) The constitutive and deliberative quorums will be determined prior to the holding of the General Shareholders’ Meeting, and all Shareholders that have timely and validly transmitted their votes shall be deemed present.
p) Votes cannot be revoked or amended during the General Shareholders’ Meeting.
q) The participation, by telematic means, of Shareholders or their representatives in the General Shareholders’ Meeting shall be allowed, provided that such Shareholder or representative is entitled to participate under the general terms, even if the respective vote by correspondence has not been submitted.
r) Only the Shareholders and their representatives which are duly entitled to participate in the General Shareholders’ Meeting according to the terms above shall be allowed to raise questions regarding the matters included in the Agenda that they would like to see answered during the meeting, to be held by telematic means, pursuant to Article 290 of the Portuguese Companies Code. The above notwithstanding, and in order to help ensure that the meeting takes place in orderly fashion, Shareholders may submit any questions in advance, up to 2 (two) days prior to the General Shareholders’ Meeting date (i.e. until 12 April 2021, at 23:59 (GMT)), by using the e-mail edp.ag@edp.com and identifying the addressee (person or corporate body); the same e-mail address can be used by Shareholders for clarification purposes (edp.ag@edp.com).
s) Considering that the General Shareholders’ Meeting is scheduled for 10:00 (GMT), EDP recommends that all Shareholders intending to participate in the meeting should access the digital platform promptly after receiving the link mentioned in paragraph m) above, in order to allow for timely compliance with all the necessary requirements.
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.
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., April7th, 2021 (“Registration Date”)
Why did I not receive a letter convening for the Meeting?
Considering the current context, it was decided to maintain the solution adopted in the previous General Shareholders’ Meetings of not sending the letter inviting Shareholders to participate at the 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, enabling Shareholders to participate in the meeting by telematic means and to exercise their voting right.
How can I make my registry at EDP’s General Shareholders’ Meeting?
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.
However, Shareholders that wish to vote by electronic must use the abovementioned automatic statement form.
Which is the limit date for the registry?
Up to April 6th, 2021 (23:59h GMT).
May I be physically present at the General Shareholders’ Meeting?
No. In view of the evolution of the Covid-19 pandemic outbreak, and the successive renewals of the state of emergency in Portugal, initially enacted by Presidential Decree no. 51-U/2020, of 6 November (and lastly renewed by Presidential Decree no. 21-A/2021, of 25 February), legislative measures currently in force restrict meetings and limit the movement of people to a set of predetermined and specified circumstances, and it is not anticipated that such restrictions will be lifted until the date of EDP’s Annual General Shareholders’ Meeting. As a result, and in compliance with legal provisions for the prevention, containment and mitigation of the transmission of Covid-19, the physical presence of Shareholders and their representatives at EDP’s facilities is prohibited. Accordingly, adjustments to this pandemic context must be promoted regarding the holding of the General Shareholders’ Meeting
How can I vote in this General Shareholders’ Meeting?
Considering that the meeting will be exclusively held by telematic means, as referred to on the Notice to Convene disclosed on March 12th, 2021, voting right may only be exercised through correspondence, by post or electronically, up to Abril 9th, 2021, 11:59 pm (GMT).
How can I vote by post?
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 April 9th, 2021.
(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,along with the statement of intention to participate in the General Shareholders’ Meeting in accordance with the form available at EDP’s website(www.edp.com), until April 6th, 2021.
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.
(i) 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.
(ii) 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 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.
(iii) In case the Shareholder is a professional shareholder, it will receive an e-mail containing 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?
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 April 9th, 2021.
Which is the reception date of the statements issued by financial intermediaries with the information on the number of shares held by each Shareholder?
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, by financial intermediaries, to the Chairman of the General Shareholders’ Meeting up to 11:59 pm (GMT) of April 7th, 2021. 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?
The date shall be 00:00 (GMT) of April 7th, 2021 (“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?
Yes.
In the capacity of financial intermediary, may I register on behalf of my client at EDP’s website?
Yes.
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 exceptional 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?
Yes, but 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?
Up to 00:00 (GMT) of April 7th, 2021 (“Registration Date”), it is, the fifth negotiation day prior to the date of the General Shareholders’ Meeting.
At which time does the General Shareholders’ Meeting begin?
The meeting will start at 10:00 am (GMT), as 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 sent to the Shareholders, one day prior to the meeting to the electronic mail address provided at the time the Shareholder, or its representative, has expressed his intention to participate in the General Shareholders’ Meeting, including all the necessary information to the proper register 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?
The only Shareholders that may assist 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 who properly informed EDP of the shares held, but I did not send the ballot paper. May I assist to the meeting through the platform?
Yes.
May I modify my vote during the broadcast, by the platform, of the General Shareholders’ Meeting?
No. During the broadcast of the meeting, it will not be possible to modify (or revoke) the vote, as this was already prior exercised by correspondence (by post or electronically).
How far in advance shall I access the platform?
Considering that the General Shareholders’ Meeting is scheduled for 10:00 am (GMT), EDP recommends to Shareholders that intend to participate in the meeting to access the digital platform after receiving the link, in order to allow the timely compliance of all the necessary requirements.
In which consists my participation in the General Shareholders’ Meeting, as a Shareholder, through the platform?
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 April 12nd, 2021, 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?
Portuguese and English.
I have doubts regarding the sending of my ballot paper. To whom should I talk with?
You may send your doubts to the email address edp.ag@edp.com
How does EDP ensure that I am properly informed to vote?
In order to guarantee the full clarification of Shareholders prior to the exercise of the respective voting right, and without prejudice to the timely availability of the documents referring to Items One and Two of the Agenda, EDP grants the Shareholders the possibility to clarify any question under the information right foreseen in article 290 of the Portuguese Companies Code since sent up to 8 (eight) days before the General Shareholders’ Meeting, that is, until April 6th, 2021 to the email address edp.ag@edp.com, so that EDP may endeavor in the provision of the requested clarifications before the deadline for exercising the voting right. The questions raised by Shareholders and the answers given will be available at EDP’s website (www.edp.com).
z) Pursuant to Article 23-A of the Portuguese Securities Code, Shareholders that hold shares corresponding to, at least, 2% of the share capital, may request to add certain items to the Agenda, through the presentation of a written requirement addressed to the Chairman of the General Shareholders’ Meeting, in the 5 (five) days following the publication of this Notice, such requirement to be accompanied by a resolution proposal for each item requested to be included in the Agenda.
aa) Any amendment to this Notice and the resolution proposals for each additional item are disclosed to Shareholders following the same procedure used to disclose this Notice, until 00:00 hours (GMT) of the fifth trading day prior to the date of the General Shareholders’ Meeting, i.e. 7 April 2021.
bb) Pursuant to Article 23-B of the Portuguese Securities Code, Shareholders that hold shares corresponding to, at least, 2% of the share capital, may request the inclusion of resolution proposals regarding the items included in the Agenda or that have been added thereto, through the presentation of a written requirement addressed to the Chairman of the General Shareholders’ Meeting, in the 5 (five) days following the publication of this Notice or of the relevant amendment thereto, along with the information that must accompany the resolution proposals. These resolution proposals and respective information are disclosed to Shareholders as soon as possible, in the same way used to disclose this Notice, until 10 (ten) days before the date of the General Shareholders’ Meeting.
cc) If the requirements for the inclusion of items in the Agenda, or resolution proposals, are not satisfied, the interested parties may judicially request the convening of another 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.
Agenda
Item one - Resolve on the approval of the individual and consolidated accounts’ reporting documents for the 2020 financial year, including the global management report (which incorporates a chapter regarding corporate governance and the remuneration report), 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 audit report on the individual and consolidated financial statements.
Item two - Resolve on the allocation of profits in relation to the 2020 financial year.
Item three - Resolve on the general appraisal of the management and supervision of EDP, 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 EDP’s subsidiaries.
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 - Resolve on the renewal, for a 5-year period, of the authorization granted by article 4 number 3 of the Articles of Association to the Executive Board of Directors to increase the share capital of EDP, on one or more occasions, up to a 10% limit of the current share capital.
Item seven - Resolve on the partial amendment of the Articles of Association of EDP by the addition of a number 4 and a number 5 to Article 4 and the modification of paragraph d) of number 2 of Article 11, of number 2 of Article 27 and of number 3 of Article 23.
Item eight - Assuming that the proposed amendment to the Articles of Association included in the foregoing item (the addition of numbers 4 and 5 to article 4) is approved, to resolve on the waiver of shareholder pre-emption rights in share capital increases to be approved by the Executive Board of Directors under such article 4 number 4.
Item nine - Resolve on the proposal of remuneration policy of the members of the Executive Board of Directors, submitted by the Remuneration Committee of the General and Supervisory Board.
Item ten - Resolve on the proposal of remuneration policy of the members of the remaining corporate bodies, submitted by the Remuneration Committee appointed by the General Shareholders’ Meeting.
Item eleven - Resolve on the appointment of (i) the members of the General and Supervisory Board, (ii) the Statutory Auditor and the Alternate Statutory Auditor, (iii) the members of the Board of the General Shareholders’ Meeting, (iv) the members of the Remuneration Committee to be appointed by the General Shareholders’ Meeting (including their respective remuneration) and (v) the members of the Environment and Sustainability Board, for the 2021-2023 triennium mandate.
Item 1 of the agenda
Resolve on the approval of the individual and consolidated accounts’ reporting documents for the 2020 financial year, including the global management report (which incorporates a chapter regarding corporate governance and the remuneration report), 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 audit report on the individual and consolidated financial statements.
Annual Report 2020 - Corrected version and republished on March 17th, 2021.
Item 2 of the agenda
Resolve on the allocation of profits in relation to the 2020 financial year.
Item 3 of the agenda
Resolve on the general appraisal of the management and supervision of EDP, 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 EDP’s subsidiaries.
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
Resolve on the renewal, for a 5-year period, of the authorization granted by article 4 number 3 of the Articles of Association to the Executive Board of Directors to increase the share capital of EDP, on one or more occasions, up to a 10% limit of the current share capital.
Item 7 of the agenda
Resolve on the partial amendment of the Articles of Association of EDP by the addition of a number 4 and a number 5 to Article 4 and the modification of paragraph d) of number 2 of Article 11, of number 2 of Article 27 and of number 3 of Article 23.
Item 8 of the agenda
Assuming that the proposed amendment to the Articles of Association included in the foregoing item (the addition of numbers 4 and 5 to article 4) is approved, to resolve on the waiver of shareholder pre-emption rights in share capital increases to be approved by the Executive Board of Directors under such article 4 number 4.
Item 9 of the agenda
Resolve on the proposal of remuneration policy of the members of the Executive Board of Directors, submitted by the Remuneration Committee of the General and Supervisory Board.
Item 10 of the agenda
Resolve on the proposal of remuneration policy of the members of the remaining corporate bodies, submitted by the Remuneration Committee appointed by the General Shareholders’ Meeting.
Item 11 of the agenda
Resolve on the appointment of (i) the members of the General and Supervisory Board, (ii) the Statutory Auditor and the Alternate Statutory Auditor, (iii) the members of the Board of the General Shareholders’ Meeting, (iv) the members of the Remuneration Committee to be appointed by the General Shareholders’ Meeting (including their respective remuneration) and (v) the members of the Environment and Sustainability Board, for the 2021-2023 triennium mandate.
Extract of Minutes no. 2/2021 of the General Shareholders' Meeting, held on April 14th, 2021.
