Shareholders Meeting
This Shareholders Meeting took place on April 23, 2013, in Madrid.
Official Notification
The Members of the Board of Directors unanimously agree to convene an Ordinary General Shareholders’ Meeting of EDP Renováveis, S.A. in the city of Madrid, in “LASEDE/COAM”, C/ Hortaleza, 63, on April 23, 2013, at 12:00 am on first call or, if there is no quorum, on second call, on April 30, 2013, 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 losses account, changes to the net assets, cash flows statement and notes), for the fiscal year ended on December 31, 2012.
Second.- Review and approval, where appropriate, of the proposed application of results and distribution of dividends for the fiscal year ended December 31, 2012.
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 December 31, 2012.
Fourth.- Review and approval, where appropriate, of the management conducted by the Board of Directors during the fiscal year ended December 31, 2012.
Fifth.- Board of Directors: ratification of the appointment by cooptation of Members of the Board:
Fifth.1.- Ratification of the appointment by cooption of the Board
Member Mr. João Manuel Veríssimo Marques da Cruz.
Fifth.2.- Ratification of the appointment by cooption of the Board
Member Mr. António do Pranto Nogueira Leite.
Fifth.3.- Ratification of the appointment by cooption of the Board
Member Mr. Acácio Jaime Liberado Mota Piloto.
Fifth.4.- Ratification of the appointment by cooption of the Board
Member Mr. José António Ferreira Machado
Sixth.- Amendment of Article 27.3 of the Articles of Association in order to reduce the number of the members of the Executive Committee to set it in a minimum of four (4) and a maximum of seven (7).
ITEMS RELATING TO GENERAL MATTERS:
Seventh.- Approval of the remuneration policies for the managers of the Company.
Eighth.- Reelection, as Auditors of EDP Renováveis 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 2013.
Ninth.- 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.
Number of shares and Voting rights
At the date of Notice of the General Shareholders’ Meeting the total number of shares and voting rights of EDP Renováveis, S.A. is 872,308,162.
First Item of the Agenda Review and approval, where appropriate, 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 31,2012.
Review and approval, where appropriate, of the proposed application of results and distribution of dividends for the fiscal year ended on December 31, 2012.
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 December 31, 2012.
Review and approval, where appropriate, of the management conducted by the Board of Directors during the fiscal year ended December 31, 2012.
Amendment of Article 27.3 of the Articles of Association in order to reduce the number of the members of the Executive Committee to set it in a minimum of four (4) and a maximum of seven (7).
Reelection, as Auditors of EDP Renováveis 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 2013.
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.
Notice of the intention to participate at the General Shareholders' Meeting
All shareholders who own shares with voting rights have the right to attend the General Meeting and to take part in its deliberations and votes.
To exercise their right to attend, shareholders who intend to participate at the General Meeting are requested to communicate in writing (i) to the Chairperson of the Board of the General Meeting being for such purpose a template available in the web site (www.edprenovaveis.com)and (ii) the entity or entities in charge of keeping track of the account entries until the end of the sixth (6th) trading day preceding the day in which the General Meeting shall be held, that is, until the end of April 15, 2013.
In order to attend the meeting, shareholders’ shares must be recorded at his name in the share in the fifth (5th) trading day preceding the day in which the General Meeting shall be held,on first or second call. This circumstance must be proved by the appropiate ownership certificate indicating the number of shares registered in the name of the shareholder in the fifth (5th) trading day preceding the day on which the General Meeting shall be held , which is requested to be forwarded to the Chairperson of the Board of the General Meeting until the end of April 16, 2013by the entity or entities responsible for keeping track of the account entries, to the registered office, PO nº 15005EC Campolide, 1074-003, Lisboa, Portugal, or to the email address shareholdersedpr@edprenovaveis.com without the need of prior blockade of the shares until the date of the General Meeting. The said certificate of ownership must refer to the shareholder’s position as at April 16, 2013 (for the date of the meeting on second call, it must refer to the shareholder’s position as at April 22, 2013).
In order to identify the shareholders or their proxies as they acces to the General Meeting, attendees may be asked to present their national ID cards or any other official document generally accepted for these purposes.
Distance voting
Pursuant to the terms of article 15 of the Articles of Association, shareholders may vote on the proposals related 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 (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 ownership shall be issued by the entity or entities responsible for keeping track of the account entries until the end of the fifth (5th) trading day preceding the day on which the General Meeting shall be held, that is, April 16, 2013, and it is requested to be submitted by that date to the Chairperson of the Board of the General Meeting at the registered office, PO nº 15005EC Campolide, 1074-003, Lisboa, Portugal or to the email address shareholdersedpr@edprenovaveis.com.
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 (5) days in advance of the General Meeting (by April 16, 2013for 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 ownership shall be issued by the entity or entities responsible for keeping track of the account entries until the end of the fifth (5th) trading day preceding the day on which the General Meeting shall be held, that is, April 16, 2013, and it is requested to be submitted by that date to the Chairperson of the Board of the General Meeting at the registered office, PO nº 15005EC Campolide, 1074-003, Lisboa, Portugal or to the email address shareholdersedpr@edprenovaveis.com.
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 (24.00 hours) on the day before the scheduled meeting date on first call, i.e., before midnight (24.00 hours) on April 22, 2013. After that time, votes may only be cast in person at the General Meeting by the shareholder or the shareholder’s proxy who has complied with the requirements for participation in the General Meeting.
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.
Attachments