Shareholders Meeting
This Shareholders Meeting took place on April 9, 2015, in Madrid.
Notice
The Board of Directors unanimously agree to convene an Ordinary General Shareholders’ Meeting of EDP Renováveis, S.A. in the city of Madrid, at LASEDE / COAM, Calle Hortaleza, 63, on April 9, 2015, at 12:00 am on first call or, if there is no quorum, on second call, on April 16, 2015, 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., as well as those consolidated with its subsidiaries, for the fiscal year ended on December 31, 2014.
Second. Review and approval, where appropriate, of the proposed application of results and distribution of dividends for the fiscal year ended December 31, 2014.
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, 2014.
Fourth. Review and approval, where appropriate, of the management and performance by the Board of Directors and its Executive Committee during the fiscal year ended December 31, 2014.
Fifth. Board of Directors: re-elections and nominations of Directors
Fifth A. Re-elect Mr. António Luis Guerra Nunes Mexia as Director for the term of three (3) years as set in the Articles of Association.
Fifth B. Re-elect Mr. João Manuel Manso Neto as Director for the term of three (3) years as set in the Articles of Association.
Fifth C. 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.
Fifth D. Re-elect Mr. Rui Manuel Rodrigues Lopes Teixeira as Director for the term of three (3) years as set in the Articles of Association.
Fifth E. 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.
Fifth F. Re-elect Mr. Gabriel Alonso Imaz as Director for the term of three (3) years as set in the Articles of Association.
Fifth G. Re-elect Mr. João Manuel de Mello Franco as Director for the term of three (3) years as set in the Articles of Association.
Fifth H. 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.
Fifth I. 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.
Fifth J. Re-elect Mr. António do Pranto Nogueira Leite as Director for the term of three (3) years as set in the Articles of Association.
Fifth K. Re-elect Mr. Manuel Menéndez Menéndez for the term of three (3) years as set in the Articles of Association.
Fifth L. Re-elect Mr. Gilles August as Director as Director for the term of three (3) years as set in the Articles of Association.
Fifth M. Re-elect Mr. José Ferreira Machado as Director for the term of three (3) years as set in the Articles of Association.
Fifth N. Re-elect Mr. Acácio Jaime Liberado Mota Piloto as Director for the term of three (3) years as set in the Articles of Association.
Fifth O. Nominate Mrs. Francisca Guedes de Oliveira as Director for the term of three (3) years as set in the Articles of Association.
Fifth P. Nominate Mr. Allan J. Katz as Director for the term of three (3) years as set in the Articles of Association
ITEMS RELATING TO AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Sixth. Amendments to the following Articles of Association, with the purpose of being adapted to the new wording of the Spanish Companies Law (Ley 31/2014 del 3 de diciembre por la que se modifica la Ley de Sociedades de Capital para la mejora de Gobierno Corporativo)
Sixth A. Amend article 12.3 of the Articles of Association, in order to grant to Shareholders representing at least 3% of the share capital, the right to request a call for a General Shareholders’ Meeting, instead of the 5% required before.
Sixth B. Amend article 14.1 of the Articles of Association, with the purpose to reduce from 7 to 5 the number of days prior to the General Shareholders’ Meeting until which the Shareholders are entitled to request to the Board of Directors information or clarifications in relation with the items included in the Agenda.
Sixth C. Amend Article 14.4 of the Articles of Association, with the purpose to set in a more detailed form, the cases in which the Directors are entitled not to disclose the information required by a Shareholder.
Sixth D. Amend Article 17.2 of the Articles of Association, with the purpose to include a qualified quorum at the General Shareholder´s Meeting for valid approval of resolutions regarding the global assignment of assets and liabilities, the transfer of the registered office abroad and the elimination or limitation of pre-emptive rights of new shares.
Sixth E. Amend Article 17.4 of the Articles of Association, with the purpose to adapt it to the new reinforced majority regulation set by the New Spanish Companies Law.
Sixth F. Amend Article 24.1 of the Articles of Association, with the purpose to set that a Board of Directors meeting will take place at least once a quarter.
Sixth G. Amend article 24.7 of the Articles of Association, with the purpose to define that the representation of Non-executive Directors can only be delegated in other Non-executive Director.
Sixth H. Amend Article 27.2 of the Articles of Association, to include a wider list of non-delegable powers by the Board of Directors.
ITEMS RELATING TO GENERAL MATTERS
Seventh. 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%.
Eighth. 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 and the power to increase the capital up to the necessary amount, as well as, subject to the applicable legislation, the power to exclude Shareholder’s pre-emptive rights.
Ninth. Approval of the Remuneration Policy of the members of the Board of Directors of the Company.
Tenth. Reelection, as External Auditor of EDP Renováveis S.A., of KPMG AUDITORES, S.L. registered at the Official Register of Auditors under number S0702 and with Tax Identification Number B-78510153, for the year 2015.
Eleventh. Delegation of powers for the formalization and implementation of all resolutions adopted at the General Shareholders’ Meeting, for the execution of any relevant public deed and for its interpretation, correction, addition or development in order to obtain the 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
Review and approval, where appropriate, of the proposed application of results and distribution of dividends for the fiscal year ended December 31, 2014.
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, 2014.
Review and approval, where appropriate, of the management and performance by the Board of Directors and its Executive Committee during the fiscal year ended December 31, 2014.
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 and the power to increase the capital up to the necessary amount, as well as, subject to the applicable legislation, the power to exclude Shareholder’s pre-emptive rights.
Reelection, as External Auditor of EDP Renováveis S.A., of KPMG AUDITORES, S.L. registered at the Official Register of Auditors under number S0702 and with Tax Identification Number B-78510153, for the year 2015.
Delegation of powers for the formalization and implementation of all resolutions adopted at the General Shareholders’ Meeting, for the execution of any relevant public deed and for its interpretation, correction, addition or development in order to obtain the appropriate registrations.
Attachments
Intention to Participate at the General Shareholders' Meeting
All shareholders who own shares with voting rights have the right to attend the General Shareholders´ Meeting and to take part in its deliberations and vote.
To exercise their right to attend, shareholders who intend to participate at the General Shareholders´ Meeting are requested to communicate in writing (i) to the Chairman of the Board of the General Shareholders’ Meeting being for such purpose a template available in the website (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 Shareholders’ Meeting shall be held, that is, until the end of March 30, 2015.
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 Shareholders´ Meeting shall be held, on first or second call. This circumstance must be proved by the appropriate 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 Shareholders’ Meeting shall be held, which is requested to be submitted to the Chairman of the Board of the General Shareholders´ Meeting until the end of March 31, 2015 by the entity or entities responsible for keeping track of the account entries, to the registered office, PO nº 15005 EC 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 Shareholders´ Meeting. The said certificate of ownership must refer to the shareholder’s position as at 0:00 hour, March 31, 2015 (for the date of the meeting on second call, it must refer to the shareholder’s position as at April 9, 2015).
In order to identify the shareholders or their proxies as they access to the General Shareholders´ 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 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 to the Investors Relations Department at Serrano Galvache, nº 56, Edificio Olmo, 7ª planta, Madrid, or at the e-mail address ir@edpr.com. Such request, also could be done by telephone at +34 902 830 700 between 9:00 and 19:00 hours or by fax +34 914 238 429. 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 Shareholders´ Meeting on first call. The documentation for the mail voting will be sent to the shareholders to his/her address and will include a ballot and a postage-paid return envelope. The shareholder must fill in the corresponding box on the ballot with an X to indicate his/her vote in favour or against the resolutions or to abstain.
The template ballot is also available to shareholders on the Company’s website (www.edprenovaveis.com).
The complete 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 nº 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 Shareholders´ Meeting shall be held, that is, March 31, 2015, and it is requested to be submitted until the end of March 31, 2015 to the Chairman of the Board of the General Shareholders´ Meeting until the end of March 31, 2015 by the entity or entities responsible for keeping track of the account entries to the Chairman of the General Meeting 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 Shareholders´ Meeting. Said certificate of ownership must refer to the shareholder’s position as at 00:00 hours on March 31, 2015 (for the date of the meeting on second call, it must refer to the shareholder’s position as at April 9, 2015).
Shareholders who are entitled to attend the General Shareholders’ 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 shareholders’ notice, which must include an email address, must be received by the Company at least five (5) days in advance of the General Shareholders’ Meeting (by March 31, 2015 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 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 Shareholders´ Meeting shall be held, that is, March 31, 2015, and it is requested to be submitted by that date by the entity or entities responsible for keeping track of the account entries to the Chairman of the General Shareholders’ Meeting 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 Shareholders´ Meeting. Said certificate of ownership must refer to the shareholder’s position as at 00:00 hours on March 31, 2015 (for the date of the meeting on second call, it must refer to the shareholder’s position as at April 9, 2015).
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 8, 2015. After that time, votes may only be cast in person at the General Shareholders´ Meeting by the shareholder or the shareholder’s proxy who has complied with the requirements for participation in the General Shareholders´ 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 Shareholders´ 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.