Shareholders Meeting
This Shareholders Meeting took place on April 16, 2010, in Oviedo.
Official Notifications
The Directors agree unanimously to convene an Ordinary General Meeting of Shareholders of EDP Renováveis, S.A. in the city of Oviedo, at Hotel de la Reconquista, C/ Gil de Jaz, 16, on April 13, 2010 at 12:00 am on the first call or, if there is no quorum, on a second call, on April 19, 2010, at the same place and time.
Agenda
Items relating to the annual accounts and management:
First.- Review and approval, where appropriate, of the individual annual accounts of EDP RENOVÁVEIS, S.A. (balance sheet, profit and loss account, changes to the net assets, cash flow statement and notes), as well as those consolidated with its subsidiaries (balance sheet, profit and loss account, changes to the net assets, cash flow statement and notes), for the fiscal year ended on December 31, 2009.
Second.- Review and approval, where appropriate, of the proposed application of results for the fiscal year ended on December 31, 2009.
Third.- Review and approval, where appropriate, 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 on December 31, 2009.
Forth.- Review and approval, where appropriate, of the management conducted by the Board of Directors during the fiscal year ended on December 31, 2009.
Fifth.- Approval of the remuneration policy for the managers of the Company.
Items Relating To Amendments Of The Bylaws
Sixth.- Amendment of paragraphs 1 and 2 of Article 17 of the Articles of Association EDP RENOVÁVEIS, S.A. (“Constitution of the General Meeting. Agreements adoption”), with the purpose to adapt the required quorums for the validly constitution of the General Meeting, to the minimum established under Law.
Items relating to general matters:
Seventh.- Authorization to the Board of Directors for the derivative acquisition and sale of own shares by the Company and/or other affiliate companies to the maximum limit established by the Law and in accordance with its terms.
Eighth.- Reappointment, as Auditors of EDP Renovaveis S.A., of KPMG AUDITORES, S.L. recorded in the Official Register of Auditors under number S0702 and with Tax Identification Number B-78510153, for the year 2010
Ninth.- Option for the Consolidated Tax Regime regulated in Articles 64 et seq of Real Decreto-Legislativo 4 / 2004 of 5 March, which approves the revised text of the Corporate Income Tax Law, as member of the Tax Group whose dominant entity is EDP ENERGIAS DE PORTUGAL, S.A., SUCURSAL EN ESPAÑA, with Tax Identification Number W0104919F.
Tenth.- Delegation of powers to the formalization and implementation of all resolutions adopted at the General Shareholders’ Meeting, for the purpose of celebrating the respective public deed and to permit its interpretation, correction, addition or development in order to obtain the appropriate registrations.
EDP Renováveis, S.A. Board of Directors
Attachment
Attachments
Vote by Correspondence
Pursuant to the terms of article 15 of the Articles of Association, shareholders may vote on the proposals relative to the Agenda items electronically or by post.
In order to vote by post, shareholders may request the mail-in voting documentation from the Company by telephone at 34 902 830 700 or by fax 34 914 238 410. The request, which must include the shareholder’s address, must be received by the Company no later than fifteen (15) days before the scheduled date of the General Meeting on first call. The documentation needed to vote by post will be sent to the shareholders at his/her address and will include a ballot and a postage-paid return envelope. The shareholder must the corresponding box on the ballot with an X to indicate his/her vote in favour or against the resolutions or to abstain.
The model ballot is also available to shareholders on the Company’s website http://www.edprenovaveis.com.
The completed and signed ballot must be sent to the Company (Plaza de la Gesta nº 2, 33007 Oviedo, Spain) or to the post office box in Lisbon PO Box n.º 15005 EC Campolide, 1074-003 (it is recommended that shareholders residing in Portugal use the post office box). The certificate of share ownership should be included along with the ballot or delivered to the Company when it becomes available to the shareholders, but in any case no later than midnight (2400 h) on April 12, 2010.
Shareholders who are entitled to attend the General Meeting may vote electronically. To this end, they must express their intention to do so using the link on the Company’s website (www.edprenovaveis.com). The shareholder’s notice, which must include an email address, must be received by the Company at least five days in advance of the General Meeting (by the April 8, 2010 for the meeting held on first call). The shareholder will then receive an email with a password and username which the shareholder must then insert in the appropriate places on the link contained on the Company’s website in order to vote electronically.
The certificate of share ownership should be sent electronically along with the electronic ballot or delivered to the Company when it becomes available to the shareholder, but in any case no later than midnight (2400 h) on April 12, 2010.
Click here to vote
Pursuant to the terms of article 15 of the Articles of Association, mail-in votes and electronic votes must be received by the Company before midnight (2400 hours) on the day before the scheduled meeting date on first call, i.e., before midnight (2400 hours) on April 12, 2010.
After that time, votes may only be cast in person at the General Meeting by the shareholder or the shareholder’s proxy.
Attendance at the meeting by shareholders who vote electronically or by post
Shareholders who vote electronically or by mail-in vote will be considered present at the meeting for the purposes of constitution of the General Meeting.
When shareholders who vote electronically or by post do not mark any of the boxes giving instructions on how to vote on the Agenda items, it shall be understood that the shareholder has voted in favour of the proposals put forth by the Board of Directors as included on the published Meeting agenda.