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 Chairman of the General Shareholders’ Meeting, the Chairman of the Board of Directors, or his substitute, the other Directors, and the Secretary of the Board of Directors.
The Chairman of the General Shareholders’ meeting is José António de Melo Pinto Ribeiro, who was elected on the General Meeting of April 8th 2014 for a three-year term.
The Chairman of the Board of Directors is António Mexia, who was re-elected on the General Shareholder’s Meeting of April 9th, 2015 for a three-year term.
The Secretary of the General Shareholders’ Meeting is Emilio García-Conde Noriega who was nominated as Secretary of the Board of Directors on December 4th, 2007. The Secretary of the Board of Directors 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.
The Chairman of the General Shareholders’ Meeting of EDPR has the appropriate human and logistical resources for his needs. Therefore, in addition to the resources provided by the Company’ Secretary the Company hires a specialized entity to collect, process and count the votes on each General Shareholders’ Meeting.
EXERCISING THE RIGHT TO VOTE
12. VOTING RIGHTS RESTRICTIONS
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 have 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 at 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 prior to 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 mail post.
Shareholders may vote on the meeting’s 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 that 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) of the day before the scheduled meeting date of first call.
In order to vote by electronic communication, the shareholders who requested it will receive a password within the time limit and in the form established in the Summon 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 (24.00 hours) of the day before the scheduled meeting date of first call.
14. DECISIONS THAT CAN ONLY BE ADOPTED BY A QUALIFIED QUORUM
EDPR has approved on the last General Shareholders Meeting of April 9th 2015, a modification of the Articles
of Association in order to adapt them to the changes introduced by the regulation set by the New Spanish Law, which are more favourable to the shareholders, and more protective of their position. Among others, one of such modifications was related to the qualified quorum and the reinforced majority as described below.
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.
To validly approve the issuance of bonds, the increase or reduction of capital, the transformation, global assignment of assets and liabilities, merger or spin-off of the Company, the transfer of the Registered Office abroad, the elimination of preemptive rights of new shares and in general any necessary amendment to the Articles of Association, in the Ordinary or Extraordinary Shareholders’ Meeting, it is required that on first call, the Shareholders, either present or represented by proxy, represent at least fifty percent (50%) subscribed voting capital and, on second call, at least twenty five percent (25%) of the subscribed voting capital.
In relation to the quorum required to validly approve these matters, in accordance with the Law and the Articles of Association, when the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the above mentioned resolutions will be validly adopted by absolute majority and in the case
the shareholders attending represent between the twenty-five percent (25%) and the fifty percent (50%)- but without reaching it- the favourable vote of two-thirds (2/3) of the present or represented capital in the General Shareholders’ Meeting will be required in order to approve these resolutions.
EDPR has not established any mechanism that may intend 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 by the law.