A. COMPOSITION OF THE PRESIDING BOARD OF THE GENERAL MEETING
11. BOARD OF THE GENERAL SHAREHOLDERS’ MEETING
The Members of the Board of the General Shareholders’ Meeting are the Chairperson of the General Shareholders’ Meeting, the Chairperson of the Board of Directors, or his substitute, the other Directors, and the Secretary of the Board of Directors.
The Chairperson of the General Shareholders’ meeting, Rui Chancerelle de Machete, was elected on June 4th, 2008 and re-elected on April 11th, 2011 for a three-year term. However, as a result of having been appointed Foreign Affairs Minister of Portugal, the Chairperson of the General Shareholders’ meeting had to resign on July 2013.
The Chairperson of the Board of Directors, António Mexia, was re-elected on June 21st, 2011 for a three-year term.
The Secretary of the General Shareholders’ Meeting, Emilio García-Conde Noriega, was nominated as Secretary of the Board on December 4th, 2007. The Secretary of the Board mandate does not have a date for the end of the term according to the Spanish Companies Law since he is a non-member of the Board.
Apart from the Board of the General Shareholders’ Meeting, the Chairperson of the General Shareholders’ Meeting of EDPR has the appropriate human and logistical resources for his needs. Therefore in addition to the resources from the Company Secretary and the legal support provided for that purpose, the Company hires a specialized entity to collect, process and count the votes on each General Shareholders’ Meeting.
B. EXERCISING THE RIGHT TO VOTE
12. RESTRICTIONS VOTING RIGHTS
Each share entitles its holder to one vote. EDPR’s Articles of Association have no restrictions regarding voting rights.
13. VOTING RIGHTS
EDPR’s Articles of Association has no reference to a maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any relationship. All shareholders, irrespective of the number of shares that they own, may attend a General Shareholders’ Meeting and take part in its deliberations with right to speak and vote.
In order to exercise their right to attend, the Company informs in its Summon and shareholders guide of the General Shareholders’ Meeting that the shareholders must have their shares registered in their name in the Book Entry Account at least five (5) days in advance of the date of the General Shareholders’ Meeting.
Any shareholder with the right to attend may be represented at the General Shareholders’ Meeting by a third party, even if this person is not a shareholder. Such Power of attorney is revocable. The Board of Directors may require shareholders’ power of attorney to be in the Company’s possession at least two (2) days in advance, indicating the name of the representative.
Said powers of attorney shall be specific to each General Shareholders’ Meeting and can be evidenced, in writing or by remote means of communication, such as post.
Shareholders may vote on chapters on the agenda, relating to any matters of the Shareholder’s competence, by mail or electronic communication.
Remote votes can be revoked subsequently by the same means used to cast them within the time limit established for the purpose or by personal attendance at the General Shareholders’ Meeting by the shareholder who casted the vote to his/her representative.
The Board of Directors approves a Shareholder’s Guide for the General Shareholders’ Meeting, detailing mail and electronic communication voting forms among other matters. It is at the shareholder’s disposal at www.edprenovaveis.com.
Votes by mail shall be sent in writing to the place indicated on the summon of the meeting, accompanied by the documentation indicated in the Shareholder’s Guide. Pursuant to the terms of article 15 of the Articles of Association, mail-in votes must be received by the Company before midnight (24.00 hours) on the day before the scheduled meeting date on first call.
In order to vote by electronic communication, the shareholders will receive a password for voting by electronic communication within the time limit and in the form established in the call of the General Shareholders’ Meeting. Pursuant to the terms of article 15 of the Articles of Association, electronic votes must be received by the Company before midnight of the day before the scheduled meeting date on first call.
14. DECISIONS THAT CAN ONLY BE ADOPTED BY A QUALIFIED MAJORITY
According to EDPR’s Articles of Association and as established on the law, both ordinary and extraordinary General Shareholders’ Meetings are validly constituted when first called if the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. On the second call, the General Shareholders’ Meeting will be validly constituted regardless of the amount of the capital present in order to comply with the minimum established under the Spanish Companies Law.
Nonetheless, to validly approve the issuance of bonds, the increase or reduction of capital, the transformation, merger or spin-off of the Company, and in general any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders’ Meeting will need: on the first call, that the Shareholders, either present or represented by proxy, represent at least fifty percent (50%) subscribed voting capital and, on the second call, that the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. In the event the shareholders attending represent less than fifty percent (50%) of the subscribed voting capital, the above mentioned resolutions will only be validly adopted with the favourable vote of two-thirds(2/3) of the present or represented capital in the General Shareholders’ Meeting.
EDPR has not established any mechanism that may intended to cause mismatching between the right to receive dividends or the subscription of new securities and the voting right of each common share and has not adopted mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided for by law.