Shareholders Meeting
This Extraordinary General Meeting took place on June 21, 2011, in
Oviedo.
Official Notifications
Agenda
First.– To increase the number of the members of the Board ofDirectors in one (1) member, so that the Board of Directors will haveseventeen (17) members.
Second.– Board of Directors: re-elections and nominations of Directors:
Second A: Re-elect Mr. João Manuel de Mello Franco as Director for the term of three (3) years as set in the Bylaws.
Second B: Re-elect Mr. Jorge Manuel Azevedo Henriques dos Santos as Director for the term of three (3) years as set in the Bylaws.
Second C: Re-elect Mr. José Fernando Maia de Araujo e Silva as Director for the term of three (3) years as set in the Bylaws.
Second D: Re-elect Mr. Rafael Caldeira de Castel-Branco Valverde as Director for the term of three (3) years as set in the Bylaws.
Second E: Re-elect Mr. João José Belard da Fonseca Lopes Raimundo as Director for the term of three (3) years as set in the Bylaws.
Second F: Re-elect Mr. Antonio do Pranto Nogueira Leite as Director for the term of three (3) years as set in the Bylaws.
Second G: Re-elect Mr. Francisco José Queiroz de Barros de Laçerda as Director for the term of three (3) years as set in the Bylaws.
Second H: Re-elect Mr. Manuel Menéndez Menéndez as Director for the term of three (3) years as set in the Bylaws.
Second I: Appoint Mr. João Paulo Nogueira da Sousa Costeira as Director for the term of three (3) years as set in the Bylaws.
Second J: Appoint Mr. Gabriel Alonso Imaz as Director for the term of three (3) years as set in the Bylaws.
Second K: Appoint Mr. Luis de Abreu Castello-Branco Adao da Fonseca as Director for the term of three (3) years as set in the Bylaws.
Third.- Board of Directors: re-election of Directors in order to start all the terms on the same date as the rest of the members of theBoard of Directors:
Third A: Re-elect Mr. Antonio Luis Guerra Nunes Mexía as Director for the term of three (3) years as set in the Bylaws.
Third B: Re-elect Mrs. Ana Mª Machado Fernandes as Director for the term of three (3) years as set in the Bylaws.
Third C: Re-elect Mr. Joao Manuel Manso Neto as Director for the term of three (3) years as set in the Bylaws.
Third D: Re-elect Mr. Nuno María Pestana de Almeida Alves as Director for the term of three (3) years as set in the Bylaws.
Third E: Re-elect Mr. Rui Manuel Rodrigues Lopes Teixeira as Director for the term of three (3) years as set in the Bylaws.
Third F: Re-elect Mr. Gilles August as Director for the term of three (3) years as set in the Bylaws.
Forth.- Amendments to the Bylaws:
Forth A: Amendment of Article 12.4 of the Bylaws to adapt theformalities of the General Shareholders’ Meeting Summon to therequirements of the Companies Act (Ley de Sociedades de Capital).
Forth B: Amendment of Article 12.6 of the Bylaws to allow theGeneral Shareholders’ Meeting being held in any city of Spain accordingto the faculty included in the Companies Act (Ley de Sociedades deCapital).
Forth C: Amendment of Article 26 of the Bylaws to add a newparagraph, 26.4, and the enumeration of the other paragraphs of thisarticle, with the purpose of limiting any kind of remuneration receivedby the members of the Board of Directors, besides the one described onparagraphs 1 and 2 of the said Article, to a maximum annual amount to beestablished by the General Shareholders’ Meeting.
Forth D: Amendment of Article 27.3 of the Bylaws with to increasethe number of members of the Executive Committee to a minimum of six (6)and maximum of nine (9).
Fifth.- To establish a maximum limit to the Directors remunerationaccording to Article 26.4 of the Bylaws.
Sixth.- 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 Summon of the Extraordinary General Shareholders’ Meeting thetotal number of shares and voting rights of EDP Renováveis, S.A. is872,308,162.
Attachments
Attendance intention form
All shareholders who own shares with voting rights have the right toattend the General Meeting and to take part in its deliberations andvotes.
To exercise their right to attend, shareholders who intend to participate at the General Meeting are requested to communicate inwriting (i) to the Chairperson of the Board of the General Meeting beingfor 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 beheld, that is, until the end of June 13, 2011.
In order to attend the meeting, shareholders’ shares must be recorded athis name in the share in the sixth (6th) trading day preceding the dayin which the General 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 whichthe General Meeting shall be held , which is requested to be forwarded to the Chairperson of the Board of the General Meeting until the end ofJune 14, 2011 by 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 June 14,2011 (for the date of the meeting on second call, it must refer to the shareholder’s position as at June 21, 2011).
In order to identify the shareholders or their proxies as they access tothe General Meeting, attendees may be asked to present their national IDcards or any other official document generally accepted for these purposes.
Shareholders Meeting
This Extraordinary General Meeting took place on June 21, 2011, in
Oviedo.
Official Notifications
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 fax34 914 238 410. 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 Meeting on first call. Thedocumentation needed to vote by post will be sent to the shareholders athis/her address and will include a ballot and a postage-paid returnenvelope. The shareholder must the corresponding box on the ballot withan X to indicate his/her vote in favour or against the resolutions or toabstain.
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 GeneralMeeting shall be held, that is, June 14, 2011, and it is requested to besubmitted by that date, June 14, 2011, to the Chairperson of the Boardof the General Meeting at the registered office, PO nº 15005ECCampolide, 1074-003, Lisboa, Portugal or to the email addressshareholdersedpr@edprenovaveis.com.
Shareholders who are entitled to attend the General Meeting may voteelectronically. To this end, they must express their intention to do sousing 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 days in advance of the GeneralMeeting (by the june 16, 2011 for the meeting held on first call). Theshareholder will then receive an email with a password and usernamewhich the shareholder must then insert in the appropriate places on thelink contained on the Company’s website in order to vote electronically.
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 GeneralMeeting shall be held, that is, June 14, 2011, and it is requested to besubmitted by that date, June 14, 2011, to the Chairperson of the Boardof the General Meeting at the registered office, PO nº 15005ECCampolide, 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 (2400 hours) on the day before the scheduled meetingdate on first call, i.e., before midnight (2400 hours) on June 20, 2011.
After that time, votes may only be cast in person at the General Meetingby the shareholder or the shareholder’s proxy who has complied with therequirements for participation in the General Meeting.
Attendance at the meeting by shareholders who vote electronically or by post
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