Qualifying holdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholder’s holdings.
As of December 31st 2013 the following qualified holdings were identified:
As of December 31st, 2013, EDPR’s shareholder structure consisted of a total qualified shareholding of 80.6%, with EDP Group and MFS Investment Management detaining 77.5% and 3.1% of EDPR total capital respectively, free-float represented 19.4% of the shares.
In September 2013, MFS Investment Management notified EDPR of a qualified shareholding of 3.1% of share capital and the respective 3.1% of voting rights. MFS Investment Management is an American based active and global asset manager.
8. SHARES HELD BY THE MEMBERS OF THE MANAGEMENT AND SUPERVISORY BOARDS
The table below reflects the number of EDPR shares owned, directly or indirectly, by the Board Members, as of December 31st of 2013. The transactions of shares by EDPR Board Members are reported to the regulatory and supervisory entities (CMVM – Comissão de Mercado de Valores Mobiliários – in Portugal and CNMV – Comisíon Nacional del Mercado de Valores – in Spain).
As regards to bonds, EDPR has no marketable bonds outstanding.
9. POWERS OF THE BOARD OF DIRECTORS
The Board of Directors is vested with the broadest powers to manage, supervise and govern the Company, with no other limitations besides the powers expressly granted to the exclusive jurisdiction of General Meetings in Article 13 of the Company’s Articles of Association or in the applicable law. Within this context, the Board is empowered to:
- Acquire on a lucrative or onerous title basis personal and real property, rights, shares and interests that may suit the Company;
- Sell and mortgage or charge personal and real property, rights, shares and interests of the Company and cancel mortgages and other rights in rem;
- Negotiate and conclude as many loans and credit operations that it may deem appropriate;
- Enter and formalize all sorts of acts or contracts with public entities or private persons;
- Exercise civil and criminal actions and all further actions to be undertaken by the Company, representing it before governmental officers, authorities, corporations, governing, administrative, administrative-economic, administrative-litigation and judicial courts, labour courts and the labour sections (“Juzgados de lo Social e Salas de lo Social”) of the Supreme Court and of the High Courts of the Autonomous Communities, with no limitations whatsoever, including before the European Court of Justice, and in general before the Government, in all its levels and hierarchies; to intervene or promote, follow and terminate, through all procedures and instances, the processes, court sections or proceedings; to accept decisions, to file any kind of appeal, including the cassation one and other extraordinary appeals, to discontinue or confess, to agree an early termination of a proceeding, to submit litigious questions to arbitration judges, and to carry out all sorts of notices and requirements and to grant a power of attorney to Court Representatives and other representatives, with the case- related powers and the powers which are usually granted to litigation cases and all the special powers applicable, and to revoke such powers;
- Agree the allotment of dividends;
- Call and convene General Meetings and submit to them the proposals that it deem appropriate;
- Direct the Company and organize its operations and exploitations by acknowledging the course of the Company businesses and operations, managing the investment of funds, making extraordinary depreciations of bonds in circulation and realizing anything that it is considered appropriate to obtain maximum gains towards the object of the Company;
- Freely appoint and dismiss Directors and all the Company’s technical and administrative personnel, defining their office and their retribution;
- Agree any changes of the registered office’s address within the same borough;
- Incorporate under the law all sorts of legal persons; contribute and assign all sorts of assets and rights, as well as entering merger and cooperation agreements, association, grouping and temporary union agreements between companies or businesses and joint property agreements and agreeing their alteration, transformation and termination;
- All further powers expressly granted to the Board in these Articles or in the applicable law. This list is without limitations and has a mere indicative nature.
Regarding the decisions to increase the share capital, the Board of Directors does not have this power but, subject to prior delegation from the General Shareholders’ Meeting, would be able to decide the increase of the share capital. This delegation must comply with the law and the By-Laws.
On the other hand, the General Shareholders’ Meeting may also delegate to the Board of Directors the power to implement an adopted decision to increase the share capital, indicating the date or dates of its implementation and establishing any other conditions that have not been specified by the General Shareholders’ Meeting. The Board of Directors may use this delegation wholly or in part and may also decide not to perform it in consideration of the conditions of the Company, the market, or any particularly relevant events or circumstances that justify said decision, of which the General Shareholders’ Meeting must be informed at the end of the time limit or limits for performing it.
As of today this power has never been delegated.
10. SIGNIFICANT BUSINESS RELATIONSHIPS BETWEEN THE HOLDERS OF QUALIFYING HOLDINGS AND THE COMPANY
Information on any significant business relationships between the holders of qualifying holdings and the Company is on topic 90 of this Report.