1. CAPITAL STRUCTURE
EDP Renováveis, S.A. (hereinafter referred to as EDP Renováveis, EDPR or the Company) total share capital is, since its initial public offering (IPO) in June 2008, EUR 4,361,540,810 consisting of issued and fully paid 872,308,162 shares with nominal value of EUR 5.00 each. All the shares are part of a single class and series and are admitted to trading on the NYSE Euronext Lisbon regulated market.
EDPR main shareholder is EDP Group, with 77.5% of share capital and voting rights. Excluding EDP Group holding, EDPR shareholders comprise about 92,000 institutional and private investors spread across more than 21 countries with main focus in United States, Portugal, United Kingdom and Norway. In Rest of Europe, France and Switzerland were the most representative countries.
Institutional Investors represented 82% of Company shareholders (ex-EDP Group), mainly Investment and SRI funds, while Private Investors, mostly Portuguese, stand for the remaining 18%.
2. RESTRICTIONS TO THE TRANSFERABILITY OF SHARES
EDPR’s Articles of Association have no restrictions on the transferability of shares.
3. OWN SHARES
EDPR does not hold own shares.
4. CHANGE OF CONTROL
EDPR has not adopted any measures designed to prevent successful takeover bids.
The Company has taken no defensive measures for cases of a change in control in its shareholder structure.
EDPR has not entered into any agreements subject to the condition of a change in control of the Company, other than in accordance with normal practice in case of financing of certain wind farm projects by some of its group companies and on the case of intra-group agreements.
5. SPECIAL AGREEMENTS REGIME
EDPR does not have a system for the renewal or withdrawal of counter measures particularly to provide for the restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders.
6. SHAREHOLDERS AGREEMENTS
The Company is not aware of any shareholders’ agreement that may result in restrictions on the transfer of securities or voting rights.