The EDP Renováveis Group is committed to guaranteeing and respecting the privacy of its shareholders, as data subjects, in accordance with the regulations on personal data protection. Therefore, through this Privacy Policy, you are informed of the conditions under which your personal data will be processed in the context of the General Meeting to be held by this entity.
In addition, the data subject must read this information carefully, as it has been written in clear and simple language to allow it to be easily understood. Furthermore, at the time of providing his/her personal data, the data subject must ensure that these data are truthful, accurate and updated, exempting EDP Renováveis from any damage, direct or indirect, that could be caused as a consequence should this not be the case.
In those cases in which representation or remote voting includes personal data referring to individuals other than the holder, the data subject must inform them of the points contained in this Privacy Policy exempting the Data Controller from any responsibility in this regard.
1. Identification of the data controller
In accordance with Regulation (EU) 2016/679 (General Data Protection Regulation) and Organic Law 3/2018 of 5 December on the protection of personal data, data subjects are informed that their personal data will be processed by EDP RENOVÁVEIS, S.A. ("Data Controller" or the "Company" indistinctly) whose identification data are the following:
- Spanish Tax ID (NIF): A74219304
- Registered office: Plaza del Fresno nº 2, 33007 Oviedo, España.
- Data Protection Officer contact: dataprotection@edpr.com
2. Categories and purpose of the processing of your personal data
The Data Controller will process the identification data (name, date of birth, identification number), contact data (telephone number, postal address, e-mail address) and data concerning the shareholder status of the data subject. subject's data, in a clear and transparent way, for the following legal, specific and sole purposes:
i) To manage the exercise or delegation of his or her right to attend and vote at the General Shareholders' Meeting, whether data are obtained by the shareholder, or are provided for this purpose by the banks and securities brokers and dealers in which these shareholders have their shares deposited or held (in which case their identification details, contact details and details relating to their shareholding situation will be processed);
ii) To draw up a list of participants in order to properly manage the various processes arising from their status as shareholders at the General Meeting.
iii) To manage the proper functioning and development of the existing shareholder relationship with the data subject within the framework of the aforementioned Meeting.
iv) Manage your access to and participation in the General Shareholders' Meeting electronically, when you choose to attend the meeting by this means. Your identification, contact and shareholder data will be processed in order to generate your access user name through the Platform set up for this purpose and enable you to connect to the meeting.
v) Broadcast live and record the General Meeting by telematic means, in order to enable all interested parties to attend, guarantee and validate their identity and, where appropriate, exercise any rights they may have to assert their claims, in accordance with the Company's Articles of Association.
vi) Manage its registration and supervise the operation of the Shareholders' Forum set up in accordance with the terms set out in the Forum's Operating Regulations.
3. Legitimate grounds for the processing of your personal data
The grounds that legitimise the processing of the data subject's personal data for the purposes described above are, mainly, the execution of a contractual relationship between the data subject and the Data Controller, which justifies said processing, together with the fulfilment of legal obligations to which the Data Controller is subject, in accordance with the applicable legislation.
Specifically, for the processing of personal data consisting of the retransmission and recording of the General Meeting, the legitimate basis is the execution of the contractual relationship of a shareholder nature with the data subject, pursuant to the provisions of the Company's Articles of Association and article 182 of the Capital Companies Act.
The processing of personal data for these purposes is mandatory, in order to comply with the contractual and legal obligations to which the Data Controller is subject. If this processing is not carried out, these obligations cannot be met.
Likewise, if you choose to attend the General Meeting by telematic means, the personal data necessary to generate your user name and manage your access to the platform will be processed with your express consent, freely expressed when requesting the creation of the access user name through the authorized means.
Likewise, if you decide to participate in the Shareholders' Forum, your data will be processed in order to manage your registration and monitor the operation of the forum. By registering and actively participating in the forum, you consent to the processing of your personal data necessary for this purpose.
4. Time limit for the storage of your personal data
The data subject's personal data will be kept for a period of 6 years, until the deadline for any possible actions deriving from them expires, in accordance with the applicable regulations.
Once the relevant retention period mentioned above has elapsed, the personal data will be stored, duly blocked in a non-accessible file, pursuant to the provisions of article 32 of Organic Law 3/2018, of 5 December, on the protection of personal data, for an additional period of 3 years. Thus, during this blocking period, all the necessary technical and organisational measures shall be taken to prevent further processing of the personal data, including their visualisation, except for making them available to the judges and courts, the Public Prosecutor's Office or the competent Public Administrations, in particular the personal data protection authorities, for the enforcement of any possible liabilities arising from the processing. At the end of the blocking period, the personal data shall be deleted.
5. The recipient of your personal data
The data of the data subjects may be communicated within the context of the General Meeting to notaries, for the purpose of drawing up notarial instruments, or be accessible to the public to the extent that it is contained in the documentation available for consultation or stated at the General Meeting, or to third parties in the exercise of the right to information provided for by law.
6. International data transfers
In general, the data subject's personal data will not be transferred internationally to third countries outside the European Economic Area.
Notwithstanding the foregoing, you are hereby informed that some providers necessary for the conduct of the General Meeting may carry out international transfers of your data. In particular, if you choose to attend and participate telematically in the General Meeting, the provider of the platform, provided for this purpose, foresees the possibility that your data may be processed outside the European Economic Area.
In the case of transfers to countries that are not considered to have an adequate level of protection according to the applicable Data Protection Legislation and/or the competent supervisory authority, EDPR has implemented appropriate and adequate safeguards to protect the personal data of data subjects and to ensure an adequate level of security. Accordingly, personal data of data subjects will be transferred in accordance with the requirements and obligations established by the applicable data protection legislation. In these cases, EDPR guarantees to have subscribed with the recipients, collaborators and/or suppliers accessing the personal data, the corresponding Contractual Clauses and determined the additional guarantees, where necessary, for the best protection of their personal data.
7. Rights of the data subject
The data subject has the right to:
- Revoke, where appropriate, the consent granted, notwithstanding the legality of the processing carried out until that time.
- Access his or her personal data.
- Rectify inaccurate or incomplete data.
- Request the deletion of his or her data when, among other reasons, the data are no longer necessary for the purposes for which they were collected.
- Oppose the processing of his or her data by the Data Controller, in accordance with regulations.
- Request from the Data Controller the limitation of data processing when any of the conditions provided for in the applicable regulations are fulfilled.
- Request the portability of his or her personal data.
In this regard, the data subject is informed that his or her personal data will not be subject to automated individual decision-making (including profiling).
For the purposes of exercising the above rights, the data subject may contact, through a written communication at the Departament of Compliance - Parque Empresarial ADEQUA Avda. de Burgos, 89 EDIF 1 MOD A Madrid, or by e-mail dataprotection@edpr.com.
Lastly, when the data subject believes that the Data Controller has infringed the rights that are recognised by the applicable regulations on data protection, he or she will be able to file a complaint before the Spanish Data Protection Agency through its physical address C/ Jorge Juan, 6. 28001 - Madrid or the web page https://www.aepd.es/.
8. Technical and organisational measures
The Data Controller will process the personal data of the data subject, at all times, in an absolutely confidential manner while respecting the mandatory duty of secrecy with regard to them, in accordance with the provisions of the applicable regulations. Thereby adopting for this purpose the necessary technical and organisational measures that guarantee the security of the personal data and avoid their unauthorised alteration, loss, processing or access, taking into account the state of the art, the nature of the data stored and the risks to which they are exposed.
The General Shareholders' Meeting will take place on April 4th, 2024, in Madrid
Notice
The Board of Directors of EDP Renováveis, S.A. (“EDPR” or the “Company”) has unanimously resolved to convene an Ordinary General Shareholders’ Meeting in the city of Madrid, to be held at the offices of the Company located at Avenida de Burgos, nº 89, Parque Empresarial Adequa, Edificio Adequa 1, módulo A, zip code 28050, Madrid, on April 4th, 2024, at 12:00 am (CET) on first call or, in the event that the required quorum is not met, on second call, on April 15th, 2024, at the same place and time,
Number of shares and voting rigts:
At the date of the Notice of the Ordinary General Shareholders’ Meeting the total number of shares and voting rights of EDP Renováveis, S.A. is 1,023,978,101.
The Board of Directors of EDP Renováveis, S.A. (“EDPR” or the “Company”) has unanimously resolved to convene an Ordinary General Shareholders’ Meeting in the city of Madrid, to be held at the offices of the Company located at Avenida de Burgos, nº 89, Parque Empresarial Adequa, Edificio Adequa 1, módulo A, zip code 28050, Madrid, on April 4th, 2024, at 12:00 am (CET) on first call or, in the event that the required quorum is not met, on second call, on April 15th, 2024, at the same place and time:
Agenda
ITEMS RELATING TO THE ANNUAL ACCOUNTS AND CORPORATE MANAGEMENT:
First. Review and approval, as applicable, of the individual annual accounts of EDP Renováveis, S.A., as well as those consolidated with its subsidiaries, corresponding to the fiscal year ended up on December 31st, 2023.
Second. Review and approval, as applicable, of the proposal of allocation for the results corresponding to the fiscal year ended up on December 31st, 2023.
Third. Shareholders’ remuneration mechanism by means of a scrip dividend to be executed as a share capital increase charged against reserves, in a determinable amount, through the issuance of new ordinary shares of €5 of face value, without share premium, of the same class and series as the ones currently issued, including a provision for the incomplete take-up of the shares to be issued in the share capital increase.
Fourth. Review and approval, as applicable, of the Individual Management Report of EDP Renováveis, S.A., the Consolidated Management Report with its subsidiaries, the Corporate Governance Report and the Directors’ Remunerations Report corresponding to the fiscal year ended up on December 31st, 2023.
Fifth. Review and approval, as applicable, of the Non-Financial Information Statement of the Consolidated Group of EDP Renováveis, S.A., corresponding to the fiscal year ended up on December 31st, 2023.
Sixth. Review and approval, as applicable, of the management and performance of the Board of Directors during the fiscal year ended up on December 31st, 2023.
ITEMS RELATING TO GENERAL MATTERS:
Seventh. Reelection of PricewaterhouseCoopers Auditores, S.L. as External Auditor of EDP Renováveis S.A. for fiscal years 2024, 2025 and 2026.
Eighth. Board of Directors: resignation of Directors, reduction of their number and re-lection and appointment of Directors.
Eighth A. Acknowledgement of the resignation presented by Ms. Vera de Morais Pinto Pereira Carneiro as Dominical Director.
Eighth B. Acknowledgement of the resignation presented by Ms. Ana Paula Garrido de Pina Marques as Dominical Director.
Eighth C. Acknowledgement of the resignation presented by Mr. Acácio Liberado Mota Piloto as Independent Director.
Eighth D. Reduction of the number of members of the Board of Directors to nine (9) Directors.
Eighth E. Re-election of Mr. Miguel Stilwell de Andrade as Executive Director for the for the statutory term of three (3) years.
Eighth F. Re-election of Mr. Rui Manuel Rodrigues Lopes Teixeira as Executive Director for the statutory term of three (3) years.
Eighth G. Re-election of Mr. Manuel Menéndez Menéndez as External Director for the statutory term of three (3) years.
Eighth H. Re-election of Mr. Antonio Sarmento Gomes Mota as Independent Director for the statutory term of three (3) years.
Eighth I. Re-election of Ms. Rosa María García García as Independent Director for the statutory term of three (3) years.
Eighth J. Re-election of Mr. José Manuel Félix Morgado as Independent Director for the statutory term of three (3) years.
Eighth K. Re-election of Mr. Allan J. Katz as Independent Director for the statutory term of three (3) years.
Eighth L. Re-election of Ms. Cynthia Kay McCall as Independent Director for the statutory term of three (3) years.
Eighth M. Appointment of Ms. Ana Paula Serra as Independent Director for the statutory term of three (3) years.
Ninth. Update of the Remuneration Policy of the Directors of EDP Renováveis, S.A. for the period 2023-2025.
Tenth. Delegation of authorities for the formalization and implementation of all resolutions passed by 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.
Proposals and Supporting Documents:
Annual Accounts and Management Report 2023
Intention to participate at the General Shareholders’ Meeting:
In accordance with article 15 of the Articles of Association and article 16 of the General Shareholders’ Meeting Regulations, all shareholders of the Company have the rights to attend the General Shareholders’ Meeting, to request the information and clarifications that they consider relevant regarding the items included in the Agenda of the Meeting, and to take part in their deliberations and voting process.
In order to exercise their right to attend, it is requested to the shareholders who intend to take part in the General Shareholders´ Meeting that they communicate it in writing to the financial intermediaries until the end of the sixth (6th) trading session prior to the day in which the General Shareholders’ Meeting shall be held, this is until the end of March 25th, 2024, on first call, and until the end of April 5th, 2024, on second call.
In order to attend the General Shareholders´ Meeting, shareholders must have their shares recorded under their name at the corresponding book-entry accounting registry on the fifth (5th) trading session prior to the day in which the General Shareholders´ Meeting shall be held, that is March 26th, 2024, on first call, or, if applicable, April 8th, 2024, on second call. This circumstance must be proved by mean of the relevant ownership certificate issued by the financial intermediaries in accordance with the applicable legal requirements, which must refer to the shares’ position at 0:00 a.m. (CET) on the fifth (5th) trading session prior to the day on which the General Shareholders' Meeting shall be held, this is on March 26th, 2024, on first call, or, if applicable, on April 8th, 2024, on second call. Said certificate must be sent by the financial intermediaries to the attention of the Chairman of the General Shareholders' Meeting until the end of March 26th, 2024, on first call, or, as the case may be, until the end of April 8th, 2024, on second call, to the Company's offices located at Calle Plaza del Fresno, nº 2, CP 33007, Oviedo (Spain), or to the e-mail address shareholdersedpr@edpr.com; blocking of the shares prior to the date on which the General Shareholders' Meeting shall be held is not required.
Shareholders who would like more detailed information about the instructions and requirements for exercising this right, may consult the General Shareholder's Meeting Regulations available on this website.
i) Attendance at the meeting place.
In order to exercise the right of participation in person at the meeting place of the General Shareholders’ Meeting, the shareholders interested are requested to communicate it in writing to the financial intermediaries and ensure that the Company receives the related certificate of shares in the terms and deadlines indicated in section above.
For the purposes of confirming shareholders’ identity, or of their valid representatives, it may be requested that attendees prove their identity using national identity card or any other official document generally accepted for this purpose, as well as (if such is the case) the original documentation that certifies its condition as proxy.
ii) Attendance by telematic means.
In accordance with articles 15.6 of the Articles of Association and article 11.3.e) and 16.5 of the General Shareholders' Meeting Regulations, the possibility of attending the General Shareholders' Meeting through the use of telematic means that allow the connection in real time with the place of celebration of the Meeting is made available to those shareholders that have shares registered under their ownership at the corresponding book-entry accounting registry on the fifth (5th) trading session prior to the day on which the General Shareholders’ Meeting shall be held, that is on March 26th, 2024, on first call and, on April 8th, 2024, on second call.
Shareholders interested in attending by this way shall properly proceed with their registration in accordance with the following procedure:
- Registry of shareholders and representatives for telematic attendance.
Shareholders who wish to attend the General Meeting electronically shall:
- Communicate it in writing to the financial intermediaries until the end of the sixth (6th) trading day prior to the day on which the General Shareholders’ Meeting shall be held, that is, until the end of March 25th, 2024, on first call, and until the end of April 5th, 2024, on second call.
- Prove their ownership over the shares by means of the relevant ownership certificate issued by the financial intermediaries in accordance with the applicable legal requirements. This ownership certificate shall refer to the position of the shares at 0:00 hours (CET) on the fifth (5th) trading session prior to the day on which the General Shareholders’ Meeting shall be held, this is on March 26th, 2024, on first call, and on April 8th, 2024, on second call. This certificate shall be sent by the financial intermediaries to the attention of the Chairman of the General Shareholders' Meeting until the end of March 26th, 2024, on first call, and until the end of April 8th, 2024, on second call, to the offices of the Company located at Calle Plaza del Fresno, no. 2, zip code 33007, Oviedo (Spain), or to the email address shareholdersedpr@edpr.com; without blocking of the shares being required prior to the date on which the General Shareholders’ Meeting shall be held.
- Sign up by sending an email to shareholdersedpr@edpr.com requesting telematic attendance no later than 11:00 am (CET) of the day on which the General Shareholder’s Meeting shall be held, that is, on April 4th 2024, on first call, or, if applicable, on April 15th, 2024, on second call. Both the copy of the National Identity Document or Foreigner Identification Number or passport, and the ownership certificate issued by the financial intermediaries indicated in the previous section shall be attached to this email. No registration will be accepted for the exercise of the right of telematic attendance after the date and time indicated.
Notwithstanding the above, in order to allow the representative or proxy of a shareholder (either on behalf of a legal person or a natural person) to sign up and attend the General Shareholders’ Meeting electronically on his/her behalf, he/she must send an email to shareholdersedpr@edpr.com, attaching the representation letter, duly fulfilled and signed (which must include the identification and signature of the shareholder and of the representative), along with a copy of the National Identity Document or Foreigner Identification Number or passport of both the shareholder and the representative or proxy, in addition to having instructed the depositary entity to send the position certificate of the represented shareholders in a timely manner as already indicated in the previous sections.
In the case of a shareholder which is a legal person being represented by a natural person, a copy must be included of the document proving the legal title pursuant to which he/she exercises the representation, whether he/she does it pursuant to authorities granted by power of attorney o to the appointment for the position he/she holds. Such representation shall be presumed not to have been revoked unless the Company is reliably informed to the contrary. The Company may, in cases where it is applicable or deems it necessary, require any other relevant documents proving its representation.
Those shareholders and, if such is the case, their representatives or proxies who have not complied with the requirements of the prior registration requests in the terms and deadlines referred to in the previous sections may not attend the General Shareholders’ Meeting by telematic means, in such way that once the deadline established for the registration request has elapsed, additional registration requests will not be accepted.
By virtue of this procedure for the request of prior registration, once the compliance with the requirements established in the previous paragraphs has been verified, the shareholder or if such is the case, his/her representative or proxy, once completed the application, will receive, through the email address from which they made the request, the credentials ("username and password") that will allow the access to the telematic platform to remotely participate on the day of the General Shareholders’ Meeting, through the link that will be published on the corporate website, where you can attend, intervene and vote at the General Shareholders’ Meeting.
Connection and telematic attendance.
In order to allow the proper management of the telematic attendance systems, the shareholder or, if such is the case, the representative or proxy who has previously been registered to attend the General Shareholders’ Meeting by telematic means, must connect through the corporate website of the Company (www.edpr.com), in the link located in the section related to the General Shareholders' Meeting, between 11:00 a.m. and 12:00 p.m. (CET) of the day on which the General Shareholders’ Meeting shall be held, that is on April 4th, 2024, on first call, or April 15th, 2024, on second call, and identify himself/herself by means of the credentials ("user and password") that will have been previously sent by email.
Rights of intervention, information and proposal.
Interventions, information requests and resolution proposals, where appropriate, may be sent in writing through the link provided for this purpose on the Company's website, in the telematic attendance section, from the moment of access to it and until the round of interventions is closed, which will be indicated in due course by the Secretary of the Board of Directors during the course of the General Shareholders’ Meeting. Written interventions through the platform must have a maximum length of one thousand (1,000) characters. In the event that shareholders and, if such is the case, their representatives or proxies want their interventions to be recorded in the minutes of the meeting, they must clearly and expressly indicate it in the heading of their text. Requests for information or clarifications raised by shareholders, or if such is the case, by its representatives or proxies shall be answered orally during the General Shareholders’ Meeting or in writing within seven (7) days following its conclusion.
Right to vote.
The shareholders and, if such is the case, their representatives or proxies attending the General Shareholders’ Meeting may vote on the proposed resolutions corresponding to the items included in the Agenda through the link enabled for this purpose on the Company's corporate website, in the "Telematic Attendance" section, from the moment of their access and until the moment on which the voting period during the General Shareholders’ Meeting is concluded, which will be indicated in a timely manner by the Secretary of the Board of Directors during the course of the same. The issuance of the vote on the proposed resolutions corresponding to items not included in the Agenda, where appropriate, will be made through the link enabled for this purpose on the Company's corporate website, in the "Telematic Attendance" section, from the moment when they are read in order to proceed with their vote and until the moment on which the voting is concluded, which will also be indicated in due course by the Secretary of the Board of Directors during the course of the General Shareholders’ Meeting.
Priority rules.
The telematic attendance of the shareholder or his/her representative will nullify the vote or delegation previously made by any other procedure established by the Company.
Others.
The Company reserves the right to modify the mechanisms of telematic attendance to the General Shareholders’ Meeting when technical or security reasons make it advisable or require it. In this case, the Company will inform publicly about this circumstance in due form and sufficiently in advance by any means it deems appropriate, informing of any modification that, where appropriate, may be agreed and, in any case, of the other means of distance communication available to the shareholders for the issuance or delegation of the vote. The Company shall not be liable to third parties for any of these decisions, beyond its control, which could modify the telematic attendance as planned. The Company will not be liable for any damages that may be caused by overloads, breakdowns, line drops, connection failures or similar eventualities also beyond its control that temporarily prevent the use of telematic attendance systems.
Right of Representation
In accordance with articles 15 of the Articles of Association and article 15 of the General Shareholders’ Meeting Regulations of the Company, any shareholder entitled to attend the General Shareholders’ Meeting may be represented at it by another person (even if it is not a shareholder) granting the representation in writing. For these purposes, a template of representation letter is made available to the shareholders in the corporate website of the Company (www.edpr.com), which may also be requested to the Investor Relations Department by telephone (+34) 900 830 004 between 9:00 and 19:00 hours (CET), or through the email ir@edpr.com. In any case, the representation letter must be fulfilled and signed both by the shareholder and the representative, whose acceptance is required in order to exercise it.
A copy of the document in proof of the granting of the remote representation must be sent to the Company's offices located in Plaza del Fresno, no. 2, zip code 33007, Oviedo (Spain), or to the email address shareholdersedpr@edpr.com and in any case must be received by the Company two (2) calendar days before the day scheduled for the celebration of the General Shareholders’ Meeting, that is, prior to 0:00 hours of April 2nd, 2024.
After that time, the only representations to be admitted shall be the ones granted in writing and submitted in person at the shareholder registration desk on the scheduled place and date on which the General Shareholders´ Meeting shall be held, starting one (1) hour before the meeting is set to begin and until the starting of the same, this is at 11:00 hours (CET) of April 4th 2024, on first call, or, if such is the case, 11:00 hours (CET) of April 15th 2024, on second call.
The original document of the representation letter duly fulfilled and signed must be kept foe its presentation the day of the General Shareholders’ Meeting at the shareholder registration desk.
The person in whose favour the representation is conferred must exercise it by personally attending the General Shareholders’ Meeting, in the place and day indicated for its celebration and from one hour before the scheduled time for the start of the meeting.
Shareholders who would like more detailed information on the instructions and requirements for exercising this right, may consult the General Shareholder's Meeting Regulations available on this website.
Distance voting
In accordance with articles 15 of the Articles of Association, and article 24 of the General Shareholders’ Meeting Regulations, shareholders may cast their vote on proposals for items included in the Agenda by remote means through post or electronic communication.
Mail-in Voting
In order to vote by post, shareholders may request the documentation required to exercise such right to the Investors Relations Department of the Company located at Avenida de Burgos, nº 89, Parque Empresarial Adequa, Edificio Adequa 1, módulo A, zip code 28050, Madrid, or via e-mail atir@edpr.com. Such request also could be done by telephone at +34 902 830 700 between 9:00 and 19:00 hours (CET). The request, which must include the shareholder’s address and/or email, must be received by the Company no later than fifteen (15) calendar days before the scheduled date of the General Shareholders’ Meeting on first call, this is, until March 20th, 2024. The documentation for the mail voting will be sent to the shareholders to his/her address or to the e-mail address indicated (up to the shareholder’s preference) and will include, among others, 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 completed and signed ballot must be sent to the Company’s offices located at Plaza del Fresno nº2, 33007, Oviedo (Spain). The template ballot is also available to shareholders on the Company’s website (www.edpr.com). It is recommended that shareholders residing out of Spain send their ballots of vote by email.
Electronic Voting
Votes by electronic communication must be sent to the Company through a link available for such purpose in the Company’s website or sending the fulfilled template to the email shareholdersedpr@edpr.com. Such intention, which must include an email address, must be received by the Company at six (6) business days in advance of the General Shareholders’ Meeting , that is, prior to March 26th, 2024, on first call, and if such is the case, April 5th, 2024 on second call). The shareholder will then receive an email with a username and a password which the shareholder must then insert in the appropriate places on the link contained on the Company’s website in order to vote electronically.
In accordance with article 27 of the General Shareholders’ Meeting Regulations of the Company, it reserves the right to modify, suspend, cancel or restrict the electronic voting mechanisms when any technical or security mechanisms so require or dictate, informing the shareholders, and without prejudice to the validity of the votes cast. The Company shall not be liable for any damages that may be caused to the shareholder deriving from malfunctions, overloads, line failures, connection failures or any other eventuality of an identical or similar nature, which are beyond the control of the Company and which prevent the use of the electronic voting mechanisms.
Deadline for Receipt by the Company
All votes, either when sent by post or by electronic means, must be received by the Company before 24 hours (CET) on the day before the scheduled meeting date, i.e., before 24 hours (CET) of April 3rd, 2024, on first call, and of April 14th, 2024, on second call.
For sake of clarity, in order to exercise the right to vote, it is required that the shareholder communicates to the financial intermediaries his/her intention to attend the General Shareholders’ Meeting, and the related issuance of the certificate of ownership of the Company shares, in accordance with section II.1 above; that shall be delivered to the attention of the Chairperson of the General Shareholders’ Meeting, in the terms that are detailed in section above.
Accordingly, these shareholders shall be considered as present for purposes of the valid constitution of the General Shareholders’ Meeting.
DIGITAL SHAREHOLDER FORUM
OPERATING RULES
In order to comply with the provisions of Article 539.2, second paragraph of the revised text of the Spanish Companies Act (hereinafter, the "LSC"), EDP RENOVÁVEIS, S.A. (hereinafter, “EDPR” or the “Company”) has set up an DIGITAL SHAREHOLDERS' FORUM (hereinafter, the "Forum") for the Ordinary General Shareholders' Meeting scheduled for April 4th, 2024, on first call , and April 15th, 2024, on second call.
The Forum is set up to facilitate communication between EDPRs shareholders during the run up to the meeting and until the Ordinary General Shareholders' Meeting is held.
Shareholders may send for publication in the Forum, exclusively communications that have as their object:
proposals intended to be presented as a supplement to the agenda announced in the notice of the General Shareholders' Meeting;
requests for adherence to such proposals;
initiatives to reach a sufficient percentage to exercise a minority right provided or by law; and
offers or requests for voluntary representation.
After the conclusion of the EDPR General Meeting, the right is reserved to remove and delete all communications relating to the General Meeting. Communications containing comments that violate the respect for the dignity of persons, that are offensive, xenophobic, racist, violent, and those that are in any way likely to break the law or that, in general, are inappropriate to the nature of the Forum, or exceed its purpose, shall not be published in the Forum. No personal data or information of third parties may be entered without the express and documented consent of the person concerned nor impersonating the identities of others EDPR may refuse to publish in the Forum or remove from it at any time, those communications that it considers not to be in accordance with the law and these operating rules.
No communication made or published in the Forum may be understood, in any case, as a notification to EDPR for the purpose of exercising any right held by the shareholders, individually or collectively (to introduce additional items to the agenda, remote voting, etc.), nor does it supplement the necessary requirements demanded by law, the Company's bylaws and internal regulations of the Company, for the exercise of any of said rights or the development of the initiatives and actions of the shareholders. All rights and powers that shareholders wish to exercise must be exercised through the legally established channels, and under no circumstances shall the Forum be a valid channel for these purposes.
Shareholders who wish to access and use the Forum must register on the Shareholders' Forum platform via the link in this Web page, identifying themselves using a digital certificate issued by a valid entity (e.g. CERES) o using their electronic ID card. To complete the access request the shareholder must prove their shareholder status by sending their shareholders certificate to the email address: shareholdersedpr@edpr.com.
The shareholders, legal persons or entities who do not have a digital certificate and the voluntary associations of shareholders, should request access sending an email to the e-mail address shareholdersedpr@edpr.com, together with documentation proving their identity (ID card or passport) and their status as a shareholder of EDPR (certificate of ownership of shares) or voluntary association of shareholders duly constituted and registered in the corresponding public registry. In the case of legal entities, voluntary associations of shareholders, they must also attach the corresponding document that sufficiently accredits the representation with which the signatory acts on their behalf. Likewise, the email/contact details that will be published/assigned to them in the Forum must also be indicated, so that interested shareholders may contact each other as a result of the Forum's publications.
Once the company verifies the identity and status of shareholder or voluntary association of shareholders of the applicant, and providing the proposal received complies with the provisions of Article 539 of the LSC and the operating rules, it will proceed to activate the users account (for requests made by digital certificate) or create the account (for requests sent by email) and will respond with the access codes to the Forum . All registered shareholders will have access to the Forum and will be able to consult communications made by other shareholders.
All publications made on the Forum shall include the identification (name and surname, in the case of individuals, and corporate name and identification of its representative, in the case of legal entities, as well as, in both cases, the number of shares held) of the requesting shareholder, as well as the date and time of insertion. Likewise, the contact details indicated by the shareholder shall be included, for the purpose of facilitating communication with other interested shareholders. The publication of communications in the Forum is always conditioned to the fact the author maintains their condition of EDPR shareholder or that of a voluntary association of shareholders duly constituted and registered with the corresponding public body.
If EDPR, in its capacity as administrator of the Forum, should at any time have doubts as to the fulfilment of these conditions, it may require accreditation of the condition of shareholder status or equivalent, and may request the provision of such information or documentation as it deems appropriate to verify the points set forth herein. Likewise, the shareholder assumes the obligation to notify the Company, if necessary, and as soon as possible, of the loss of shareholder status.
EDPR is not responsible for the accuracy, veracity, validity, legality or relevance of the communications published in the Forum. Likewise, EDPR also has the power, but not the obligation, to control the content of the communications published in the Forum, which are the sole responsibility of the shareholders who make them.
The personal data provided by shareholders for the use of the forum will be processed by EDP RENOVÁVEIS, S.A. as Data Controller, in order to allow their registration in this forum and to manage and supervise its operation.
The personal data provided by shareholders for the use of the forum will be processed by EDP RENOVÁVEIS, S.A. as indicated in the Privacy Policy.
Acess here: https://accionistas.de/edpr/