Shareholders Meeting
This Shareholders Meeting took place on April 8, 2014, 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 thecity of Madrid, in “LASEDE/COAM”, C/ Hortaleza, 63, on April 8, 2014, at12:00 am, on first call or, if there is no quorum, on second call, onApril 15, 2014, at the same place and time.
Agenda
ITEM RELATING TO THE APPOINTMENT OF THE CHAIRPERSON OF THE GENERAL SHAREHOLDERS’ MEETING
First.- Appointment of the Chairperson of the General Shareholders’Meeting.
ITEMS RELATING TO THE ANNUAL ACCOUNTS AND MANAGEMENT
Second.- Review and approval, where appropriate, of the individualannual accounts of EDP RENOVÁVEIS, S.A., as well as those consolidatedwith its subsidiaries, for the fiscal year ended on December 31,2013.
Third.- Review and approval, where appropriate, of the proposedapplication of results and distribution of dividends for the fiscal yearended December 31, 2013.
Fourth.- Review and approval, where appropriate, of the IndividualManagement Report of EDP RENOVÁVEIS, S.A., the Consolidated ManagementReport with its subsidiaries, and its Corporate Governance Report, forthe fiscal year ended December 31,2013.
Fifth.- Review and approval, where appropriate, of the managementconduct by the Board of Directors and its Executive Committee during thefiscal year ended December 31,2013.
ITEMS RELATING TO GENERAL MATTERS
Sixth.- Establish a maximum limit to the Directors’ variableremuneration according to Article 26.4 of the Articles of Association.
Seventh.- Approval of the Remuneration Policy of the members of theBoard of Directors of the company.
Eight.- Reelection, as External Auditor of EDP Renováveis S.A.,KPMG AUDITORES, S.L. registered at the Official Register of Auditorsunder number S0702 and with Tax Identification Number B-78510153, forthe year 2014.
Ninth.- Delegation of powers to the formalization and implementationof all resolutions adopted at the General Shareholders’ Meeting, for thepurpose of celebrating the respective public deed and to permit itsinterpretation, correction, addition or development in order to obtainthe appropriate registrations.
Number of shares and Voting rights
At the date of the Notice of the General Shareholders’ Meeting the total number of shares and voting rights of EDP Renováveis, S.A. is 872,308,162.
Proposals and Supporting Documents
Appointment of the Chairperson of the General Shareholders’ Meeting.
Review and approval, whereappropriate, of the individual annual accounts of EDP RENOVÁVEIS, S.A.,as well as those consolidated with its subsidiaries, for the fiscal yearended on December 31,2013.
Review and approval, whereappropriate, of the Individual Management Report of EDP RENOVÁVEIS,S.A., the Consolidated Management Report with its subsidiaries, and itsCorporate Governance Report, for the fiscal year ended December 31,2013.
Review and approval, whereappropriate, of the Individual Management Report of EDP RENOVÁVEIS,S.A., the Consolidated Management Report with its subsidiaries, and itsCorporate Governance Report, for the fiscal year ended December 31,2013.
Review and approval, where appropriate, of the management conduct by the Board of Directors and its Executive Committee during the fiscal year ended December 31,2013.
Establish a maximum limit to theDirectors’ variable remuneration according to Article 26.4 of theArticles of Association.
Reelection, as External Auditor ofEDP Renováveis S.A., KPMG AUDITORES, S.L. registered at the OfficialRegister of Auditors under number S0702 and with Tax IdentificationNumber B-78510153, for the year 2014.
Delegation of powers to the formalization and implementation of all resolutions adopted at theGeneral 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 toattend the General Shareholder’s Meeting and to take part in itsdeliberations and votes.
To exercise their right to attend, shareholders who intend toparticipate at the General Shareholders’ Meeting are requested toexpressly communicate (i) to the Chairperson of the GeneralShareholders’ Meeting being for such purpose a template available in theweb site (www.edprenovaveis.com)and (ii) the entity or entities incharge of keeping track of the account entries until the end of thesixth (6th) trading day preceding the day in which the GeneralShareholders’ Meeting shall be held, that is, until the end of March 31,2014.
In order to attend the meeting, shareholders’ shares must be recorded athis name in the share in the fifth (5th) trading day preceding the dayin which the General Shareholders’ Meeting shall be held, on first orsecond call. This circumstance must be proved by the appropriateownership certificate indicating the number of shares registered in thename of the shareholder in the fifth (5th) trading day preceding the dayon which the General Shareholders’ Meeting shall be held , which isrequested to be forwarded to the Chairperson of the GeneralShareholders’ Meeting until the end of April 1, 2014 by the entity orentities responsible for keeping track of the account entries, to theregistered office, PO nº 15005EC Campolide, 1074-003, Lisboa, Portugal,or to the email address shareholdersedpr@edprenovaveis.com withoutthe need of prior blockade of the shares until the date of the GeneralShareholders’ Meeting. The said certificate of ownership must refer tothe shareholder’s position as at April 1, 2014 (for the date of themeeting on second call, it must refer to the shareholder’s position asat April 8, 2014).
In order to identify the shareholders or their proxies as they access tothe General Shareholders’ Meeting, attendees may be asked to presenttheir national ID cards or any other official document generallyaccepted for these purposes.
Distance voting
Pursuant to the terms of Article 15 of the Articles of Association,shareholders may vote on the proposals relative to the Agenda itemselectronically or by post.
In order to vote by post, shareholders may request the mail-in votingdocumentation from the Company by telephone at +34 902 830 700 or by fax+34 914 238 429. The request, which must include the shareholder’saddress, must be received by the Company no later than fifteen (15) daysbefore the scheduled date of the General Shareholders’ Meeting on firstcall. The documentation needed to vote by post will be sent to theshareholders at his/her address and will include a ballot and apostage-paid return envelope. The shareholder must the corresponding boxon the ballot with an X to indicate his/her vote in favour or againstthe resolutions or to abstain.
The model ballot is also available to shareholders on the Company’swebsite (www.edprenovaveis.com).
The completed and signed ballot must be sent to the Company (Plaza de laGesta nº 2, 33007 Oviedo, Spain) or to the post office box in Lisbon POBox n.º 15005 EC Campolide, 1074-003 (it is recommended thatshareholders residing in Portugal use the post office box). Thecertificate of ownership shall be issued by the entity or entitiesresponsible for keeping track of the account entries until the end ofthe fifth (5th) trading day preceding the day on which the GeneralShareholders’ Meeting shall be held, that is, April 1, 2014, and it isrequested to be submitted by that date to the Chairperson of the Boardof the General Shareholders’ Meeting at the registered office, PO nº15005EC Campolide, 1074-003, Lisboa, Portugal or to the email addressshareholdersedpr@edprenovaveis.com.
Shareholders who are entitled to attend the General Shareholders’Meeting may vote electronically. To this end, they must express theirintention to do so using the link on the Company’s website(www.edprenovaveis.com). Theshareholder’s notice, which must include an email address, must bereceived by the Company at least five (5) days in advance of the GeneralShareholders’ Meeting(by April 1, 2014 for the meeting held on firstcall). The shareholder will then receive an email with a password andusername which the shareholder must then insert in the appropriateplaces on the link contained on the Company’s website in order to voteelectronically.
The certificate of ownership shall be issued by the entity or entitiesresponsible for keeping track of the account entries until the end ofthe fifth (5th) trading day preceding the day on which the GeneralShareholders’ Meeting shall be held, that is, April 1, 2014, and it isrequested to be submitted by that date to the Chairperson of the Boardof the General Shareholders’ Meeting at the registered office, PO nº15005EC 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 Companybefore midnight (24:00 hours) on the day before the scheduled meetingdate on first call, i.e., before midnight (24:00 hours) on April 7,2014.
After that time, votes may only be cast in person at the GeneralShareholders’ Meeting by the shareholder or the shareholder’s proxy whohas complied with the requirements for participation in the GeneralMeeting.
Shareholders who vote electronically or by mail-in vote will beconsidered present at the meeting for the purposes of constitution ofthe General Meeting.
When shareholders who vote electronically or by post do not mark any ofthe boxes giving instructions on how to vote on the Agenda items, itshall be understood that the shareholder has voted in favour of theproposals put forth by the Board of Directors as included on thepublished Meeting Agenda.
Attachments