EDP's Annual General Shareholders Meeting
EDP – Energias de Portugal, S.A. informs that at the General Shareholders Meeting held on April 17th, 2012 the Shareholders have approved the following resolutions.
EDP – Energias de Portugal, S.A. informs that at the General Shareholders Meeting held on April 17th, 2012 the Shareholders have approved the following resolutions:
1. The 2011 individual and consolidated accounts' reporting documentation, including the sole management report (comprising a chapter referring to corporate governance), the individual and consolidated accounts, the annual report and an opinion issued by the General and Supervisory Board and the legal certification of the individual and consolidated accounts;
2. The allocation of EDP's 2011 individual accounts net profit proposed by the Executive Board of Directors, amounting to €785,804,149.33, as follows:
Legal reserve………………………………………..€ 39,290,207.47
Dividends*……………………………............…..…€676,459,477.28
Contribution to EDP's Foundation….........…..…..€7,200,000.00
Retained earnings…………………….…….…..... €62,854,464.58
(*which corresponds to a gross dividend of €0.185 per share)
3. A vote of confidence and praise to the Executive Board of Directors and to each of its members, to the General and Supervisory Board and to each of its members, and to the Statutory Accountant for the performance of their duties during the year 2011;
4. An authorization for the Executive Board of Directors to purchase and sell treasury stock for a period of 18 months;
5. An authorization for the Executive Board of Directors to purchase and sell own bonds for a period of 18 months;
6. The renewal for a five year period of the authorization granted to the Executive Board of Directors under no. 3 of article 4 of the Articles of Association, which grants to the Executive Board of Directors the power to approve share capital increases up to 10% of the current share capital, under terms and conditions to be defined, subject the previous approval by a majority of two thirds of the General and Supervisory Board;
7. The statement of the Remuneration Committee of the General and Supervisory Board regarding the remuneration policy of the members of the Executive Board of Directors;
8. The statement of the Remuneration Committee elected by the General Shareholders Meeting regarding the remuneration policy of the remaining members of the corporate bodies;
9. Election of the statutory auditor and of its alternate, of the members of the Board of the General Shareholders' Meeting, the members of the Remunerations Committee to be nominated by the General Shareholders' Meeting (including their respective remuneration) and the members of the Environment and Sustainability Board, for the three year period 2012-2014, which shall be composed by the following members:
Statutory Auditor
Permanent: KPMG & Associados, SROC, S.A., represented by Vítor Manuel da Cunha Ribeirinho, ROC;
Deputy: Susana de Macedo Melim de Abreu Lopes, ROC;
Board of the General Meeting
Chairman: Rui Eduardo Ferreira Rodrigues Pena
Vice-Chairman: Rui Pedro Costa Melo Medeiros
Remuneration Committee elected by the General Shareholders Meeting
Chairman: José Manuel Archer Galvão Teles
Members: José de Mello – Sociedade Gestora de Participações Sociais, S.A.
Álvaro João Duarte Pinto Correia
Environment and Sustainability Board
Chairman: Augusto Mateus
Members: Alberto da Ponte
António José Tomás Gomes de Pinho
José Manuel Viegas
Maria da Graça Madeira Martinho
EDP – Energias de Portugal, S.A.
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