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EDP Renováveis Annual Shareholders’ Meeting

EDP Renováveis Annual Shareholders’ Meeting

Madrid, April 9th 2015: EDP Renováveis, S.A. (“EDPR”) informs that at the Annual General Shareholders’ Meeting held today, the Shareholders have approved the following resolutions:

– Review and approval, of the individual annual accounts of EDP Renováveis, S.A., as well as those consolidated with its subsidiaries, for the fiscal year ended on December 31, 2014.
– Review and approval of the application of results for the fiscal year ended on December 31st, 2014 as proposed by the Board of Directors, as follows:

Legal Reserve ………………………………. €21,270,350.22
Dividends* ………………………………….. €34,892,326.48
Voluntary Reserve ……………………… €156,540,825.46
(*which corresponds to a gross dividend of €0.04 per share)

– Review and approval of the Individual Management Report of EDP Renováveis, S.A., the Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended December 31st, 2014.

– Review and approval of the management and performance by the Board of
Directors and its Executive Committee during the fiscal year ended December
31st, 2014.

– Re-elections and nominations of Directors:

Re-elect Mr. António Luis Guerra Nunes Mexia as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. João Manuel Manso Neto as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Nuno Maria Pestana de Almeida Alves as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Rui Manuel Rodrigues Lopes Teixeira as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. João Paulo Nogueira da Sousa Costeira as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Gabriel Alonso Imaz as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. João Manuel de Mello Franco as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Jorge Manuel Azevedo Henriques dos Santos as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. João José Belard da Fonseca Lopes Raimundo as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. António do Pranto Nogueira Leite as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Manuel Menéndez Menéndez as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Gilles August as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. José Ferreira Machado as Director for the term of three (3) years as set in the Articles of Association;
Re-elect Mr. Acácio Jaime Liberado Mota Piloto as Director for the term of three (3) years as set in the Articles of Association;
Nominate Mrs. Francisca Guedes de Oliveira as Director for the term of three (3) years as set in the Articles of Association;
Nominate Mr. Allan J. Katz as Director for the term of three (3) years as set in the Articles of Association.

-Amendments to the Articles 12,3; 14,1; 14,4; 17,2; 17,4; 24,1; 24,7; 27,2 of Association with the purpose to adapt certain Articles to Ley 31/2014 del 3 de diciembre por la que se modifica la Ley de Sociedades de Capital para la mejora de Gobierno Corporativo, the New Spanish Companies Law.

– Authorization to the Board of Directors for the derivative acquisition and sale of own shares by EDP Renováveis, S.A. and/or by other affiliate companies up to a maximum limit of 10%.

– Delegation of powers to the Board of Directors to issue in one or more occasions any: (i) fixed income securities or other debt instruments of analogous nature (including without limitation bonds and promissory notes) up to the maximum amount permitted by the Law, as well as (ii) fixed income securities or other type of securities (warrants included) convertible or exchangeable, at the Board of Directors’ discretion, into EDP Renováveis, S.A. shares, or that recognize, at the Board of Directors’ discretion, the right of subscription or acquisition of shares of EDP Renováveis, S.A., or of other companies, up to a maximum amount of three hundred million Euros (€ 300,000,000) or its equivalent in other currency.

– Delegation of power with the faculty of substitution, to establish the criteria to determine the bases and methods for the conversion or subscription of shares

EDP Renováveis Annual Shareholders’ Meeting