edp announcement

EDPR informs about resolutions of the Board of Directors meeting

Lunes, 12 Abril 2021

Madrid, April 12th, 2021: EDP Renováveis, S.A. ("EDPR") informs that at the Board of Directors (“BoD”) meeting held today:

1) Following the proposal from its Appointments, Remunerations and Corporate Governance Committee, the BoD approved:

  • The appointment of Mr. António Gomes Mota as independent Chairman and Mr. Miguel Stilwell de Andrade as Vice-Chairman of EDPR’s BoD;
  • The appointment of Mr. Miguel Stilwell de Andrade as CEO and of Mr. Rui Teixeira as CFO of EDPR;
  • The appointment of the following independent Directors as members of the Audit, Control and Related Parties Committee:
    • Mr. Acácio Jaime Liberado Mota Piloto (Chairman);
    • Mrs. Rosa García García;
    • Mr. José Félix Morgado.
  • The appointment of the following independent Directors as members of the Appointments, Remunerations and Corporate Governance Committee:
    • Mr. António Gomes Mota (Chairman);
    • Mrs. Rosa García García;
    • Mr. José Félix Morgado.

EDPR is a global leader in the renewables sector committed to ESG best practices and focused on the continuous improvement of its corporate governance, with the resolutions approved today contributing to a leaner, more independent and diverse Corporate Governance structure.

As a result of these resolutions, EDPR BoD:

  • Is composed by 12 members;
  • Has an independent Chairman Mr. António Gomes Mota;
  • Has only two executive members, Miguel Stilwell de Andrade and Rui Teixeira;
  • Has a reinforced presence of independent Directors with 50% of Board representation;
  • Has a reinforced presence of women with 33% of Board representation;
  • Continues to have its Committees exclusively composed by independent Directors (Audit, Control and Related Parties Committee and Appointments, Remunerations and Corporate Governance Committee).

In addition, EDPR’s commitment with best practices has also been reinforced by the attribution of Corporate Governance matters to the Appointments, Remunerations and Corporate Governance Committee, strengthening the continuous oversight of Governance best practices.

EDPR would like to welcome all the new members appointed today to the BoD and to the Committees and to thank the resigning members Mr. António Nogueira Leite, Mrs. Conceição Lucas, Mr. Francisco Seixas da Costa and Mr. Alejandro Fernández de Araoz for all their dedication and invaluable contribution to the success of EDPR.

2) Following the share capital increase approved today in EDPR’s Annual General Shareholders Meeting, the BoD approved:

  • The execution of the share capital increase by means of cash contributions and exclusion of the pre-emptive subscription right for an amount of €441.250.000 by issuing and listing 88.250.000 new ordinary shares with a nominal value of €5 per share and a share premium of €12 per share, resulting in an aggregate issue price of €17 per share and cash contributions of €1,500,250,000;
  • The amendment of the Company’s by-laws and application for the listing of the newly issued shares on Euronext Lisbon.
  • The approval of the execution of the share capital increase is within the context of the proposal approved by the BoD on March 3rd, 2021 followed by the approval of EDPR shareholders in the Annual Shareholders’ Meeting held today.
  • The €1.5bn capital increase represents an important milestone for the execution of EDPR Business plan 2021-25 and will partially finance EDPR’s capex plan of c.€19bn to deploy c.20 GW of renewables additions until 2025, as disclosed in the Capital Markets Day held on February 25th, 2021.

     

EDP Renováveis, S.A.