The General Shareholders' Meeting will take place on March 26th, 2020, in Oviedo
Notice
The Board of Directors unanimously agree to convene the Ordinary General Shareholders’ Meeting of EDP Renováveis, S.A. in the city of Oviedo, at EDP Renováveis S.A. offices, Calle Doctor Casal 3-5, on March 26th, 2020, at 12:00 am on first call or, if there was no quorum, on second call, on April 2nd, 2020, at the same place and time.
Number of shares and voting rights
At the date of the Notice of the General Shareholders’ Meeting the total number of shares and voting rights of EDP Renováveis, S.A. is 872,308,162.
The Board of Directors unanimously agree to convene the Ordinary General Shareholders’ Meeting of EDP Renováveis, S.A. in the city of Oviedo, at EDP Renováveis S.A. offices, Calle Doctor Casal 3-5, on March 26th, 2020, at 12:00 am on first call or, if there is no quorum, on second call, on April 2nd, 2020, at the same place and time, with the following:
ITEMS RELATING TO THE ANNUAL ACCOUNTS AND MANAGEMENT:
First. Review and approval, where appropriate, of the individual annual accounts of EDP Renováveis, S.A., as well as those consolidated with its subsidiaries, for the fiscal year ended on December 31st, 2019.
Second. Review and approval, where appropriate, of the proposed application of results for the fiscal year ended on December 31st, 2019.
Third. Review and approval, where appropriate, of the proposal for distribution of dividends.
Fourth. Review and approval, where appropriate, of the Individual Management Report of EDP Renováveis, S.A., the Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended on December 31st, 2019.
Fifth. Review and approval, where appropriate, of the Non – Financial Statement of the Consolidated Group of EDP Renováveis, S.A., for the fiscal year ended on December 31st, 2019.
Sixth. Review and approval, where appropriate, of the management and performance by the Board of Directors and its Executive Committee during the fiscal year ended on December 31st, 2019.
Seventh. Board of Directors: ratification of the appointment by co-option as Dominical Director of Mr. Rui Manuel Rodrigues Lopes Teixeira.
Eighth: Authorization to the Board of Directors for the derivative acquisition and sale of own shares by EDP Renováveis, S.A. and/or by other affiliate companies up to a maximum limit of 10% of the subscribed share capital.
Ninth: Delegation of powers to the Board of Directors to issue in one or more occasions any: (i) fixed income securities or other debt instruments of analogous nature (including without limitation bonds and promissory notes) up to the maximum amount permitted by the Law, as well as (ii) fixed income securities or other type of securities (warrants included) convertible or exchangeable, at the Board of Directors’ discretion, into EDP Renováveis, S.A. shares, or that recognize, at the Board of Directors’ discretion, the right of subscription or acquisition of shares of EDP Renováveis, S.A., or of other companies, up to a maximum amount of three hundred million Euros (€ 300.000.000) or its equivalent in other currency. Delegation of power with the faculty of substitution, to establish the criteria to determine the bases and methods for the conversion or subscription of shares and the power to increase the capital up to the necessary amount, as well as, subject to the applicable legislation, the power to exclude Shareholder’s pre-emptive rights.
ITEMS RELATING TO GENERAL MATTERS
Tenth: Approval of the Remuneration Policy of the members of the Board of Directors of EDP Renováveis S.A.the Company.
Eleventh: Delegation of powers to the formalization and implementation of all resolutions adopted at the General Shareholders’ Meeting, for the execution of any relevant public deed and for its interpretation, correction, addition or development in order to obtain the appropriate registrations.
Proposals and Supporting Documents
Review and approval, where appropriate, of the individual annual accounts of EDP Renováveis, S.A., as well as those consolidated with its subsidiaries, for the fiscal year ended on December 31st, 2019.
Review and approval, where appropriate, of the proposed application of results for the fiscal year ended on December 31st, 2019.
Review and approval, where appropriate, of the proposal for distribution of dividends.
Review and approval, where appropriate, of the Individual Management Report of EDP Renováveis, S.A., the Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended on December 31st, 2019.
Review and approval, where appropriate, of the Non – Financial Statement of the Consolidated Group of EDP Renováveis, S.A., for the fiscal year ended on December 31st, 2019
Review and approval, where appropriate, of the management and performance by the Board of Directors and its Executive Committee during the fiscal year ended on December 31st, 2019.
Authorization to the Board of Directors for the derivative acquisition and sale of own shares by EDP Renováveis, S.A. and/or by other affiliate companies up to a maximum limit of 10% of the subscribed share capital.
Delegation of powers to the Board of Directors to issue in one or more occasions any: (i) fixed income securities or other debt instruments of analogous nature (including without limitation bonds and promissory notes) up to the maximum amount permitted by the Law, as well as (ii) fixed income securities or other type of securities (warrants included) convertible or exchangeable, at the Board of Directors’ discretion, into EDP Renováveis, S.A. shares, or that recognize, at the Board of Directors’ discretion, the right of subscription or acquisition of shares of EDP Renováveis, S.A., or of other companies, up to a maximum amount of three hundred million Euros (€ 300.000.000) or its equivalent in other currency. Delegation of power with the faculty of substitution, to establish the criteria to determine the bases and methods for the conversion or subscription of shares and the power to increase the capital up to the necessary amount, as well as, subject to the applicable legislation, the power to exclude Shareholder’s pre-emptive rights.
Delegation of powers to the formalization and implementation of all resolutions adopted at the General Shareholders’ Meeting, for the execution of any relevant public deed and for its interpretation, correction, addition or development in order to obtain the appropriate registrations.
Annual Accounts and Management Reports
Extract minutes of the General Meeting
Intention to participate at the General Shareholders’ Meeting
To exercise their right to attend, shareholders who intend to participate at the General Shareholders´ Meeting are requested to communicate it in until the end of the sixth (6th) day trading day preceding the day in which the General Shareholders’ Meeting shall be held, until the end of March 18th, 2020 on first call and until the end of March 25th, 2020 if the necessary quorum is not reached, to both:
i. the Chairman of the Shareholders’ Meeting -being for such purpose, a template (that may be sent to the Company’s Headquarters, to PO nº 15005 EC Campolide, 1074-003, Lisbon, Portugal, or to the email address shareholdersedpr@edpr.com) or an online application. Both means are available in this website,
ii. the entity or entities in charge of keeping track of the account entries.
In order to attend the meeting, shareholders’ shares must be recorded at their name in the corresponding account entry record in the fifth (5th) trading day preceding the day in which the General Shareholders´ Meeting shall be held, that is on first call March 19th, 2020 and, on second call, March 26th, 2020. This circumstance must be proved by the appropriate ownership certificate indicating the number of shares registered in the name of the shareholder in the fifth (5th) trading day preceding the day on which the General Shareholders’ Meeting shall be held, which is requested to be submitted, to the Chairman of the Shareholders´ Meeting until the end of March 19th, 2020, if the meeting is held on first call, or at the end March 26th, 2020 if the meeting is held on second call, by the entity or entities responsible for keeping track of the account entries, to the Company’s Headquarters, to PO nº 15005 EC Campolide, 1074-003, Lisbon, Portugal, or to the email address shareholdersedpr@edpr.com without the need of prior blockade of the shares until the date of the General Shareholders´ Meeting. If the General Shareholders´ Meeting is held on first call, the said certificate of ownership must refer to the shareholder’s position as of 0:00 hour, March 19th, 2020. In the event, for the date of the meeting on second call, it must refer to the shareholder’s position as of March 26th, 2020.
In order to identify the shareholders or their proxies as they access to the General Shareholders´ Meeting, attendees may be asked to present their national ID cards or any other official document generally accepted for these purposes, as well as the documentation proving such representation.
Shareholders who would like more detailed information about the instructions and requirements for exercising this right, may consult the Shareholder's Guide available on this website.
For this purposes, Shareholders may find below the template of the Intention to Participate, as well as the link to the telematic application.
- Link to the telematic application
- Template Notification to attend:
Right of Representation
In accordance with the provisions of article 15 of the By-laws, all shareholders may be represented at the General Meeting by another person (even if they are not shareholders).
A model letter of representation is available to shareholders, which may be requested to the Investor Relations Department by telephone +34 902 830 700 between 9:00 and 7:00 p.m., through the email ir@edpr.com, or directly through the form available below for these purposes, as an Annex to this subsection.
Copies of the documents accrediting the representations must be sent to the registered office of the Company (Plaza del Fresno num. 2, 33007, Oviedo, Spain), post office num. 15005EC Campolide, 1074-003, Lisbon, Portugal or the email address shareholdersedpr@edpr.com up to two (2) days before the day scheduled for the General Meeting in first call, that is, before the twenty-four (24:00) hours of March 24th, 2020. The original version must be delivered to the registration tables on the day of the celebration of the Meeting.
After the indicated period, only the representations conferred in writing presented personally at the shareholders entry tables, in the place and on the day set for the General Meeting and from one hour before the scheduled time, and for the start of the meeting until the beginning of it, will be accepted.
This form must be completed and signed by the shareholder and the representative, without whose acceptance can not be exercised. To this end, the representative must also sign the representation document.
The person in whose favor the representation is conferred must exercise it by personally attending the Meeting, delivering the original document of representation at the shareholders entry tables, in the place and on the day designated for the General Shareholders' Meeting and from an hour before the scheduled time for the start of the meeting.
Shareholders who would like more detailed information on the instructions and requirements for exercising this right, may consult the Shareholder's Guide available on this website.
Distance voting
Pursuant to the terms of Article 15 of the Articles of Association, shareholders may vote on the proposals relative to the Agenda items, the day of the General Shareholders' Meeting,electronically or by post.
Mail-in Voting
In order to vote , shareholders may request the required documentation to exercise such right from the Company to the Investors Relations Department at Serrano Galvache, nº 56, Edificio Olmo, 7th Floor, 28033 Madrid, or via e-mail address at ir@edpr.com. Such request, also could be done by telephone at +34 902 830 700 between 9:00 and 19:00 hours. Such request, which must include the shareholder’s address, must be received by the Company no later than fifteen (15) calendar days before the scheduled date of the General Shareholders´ Meeting on first call. The documentation for the remote voting will be sent to the shareholders to his/her address or email if requested, and will include, among others, a ballot and a postage-paid return envelope. The shareholder must fill in the corresponding box on the ballot with an X to indicate his/her vote - in favour or against- the resolutions or to abstain.
The template ballot is also available to shareholders on this website.
The completed and signed ballot must be sent to the Company’s Headquarters (Plaza del Fresno nº 2, 33007 Oviedo, Spain), to the post office box in Lisbon PO Box nº 15005 EC Campolide, 1074-003 (it is recommended that shareholders residing in Portugal use the post office box) , or to the email address shareholdersedpr@edpr.com).
Electronic Voting
Shareholders who are entitled to attend the General Shareholders’ Meeting may vote electronically. To this end, they must express their intention to do so using the link on this website. Such intention, which must include an email address, must be received by the Company at least six (6) trading days in advance of the General Shareholders’ Meeting (by March 18th, 2020 for the meeting held on first call). The shareholder will then receive an email with a password and username which the shareholder must then insert in the appropriate places on the link in order to vote electronically.
Deadline for Receipt by the Company
Pursuant to the terms of Article 15 of the Articles of Association, mail-in votes and electronic votes must be received by the Company before midnight (24:00 hours) on the day before the scheduled meeting date on first call, i.e., before midnight (00:00 hours) on March 25th, 2020.
After that time, votes may only be cast in person at the General Shareholders´ Meeting by the shareholder or the shareholder’s proxy who has complied with the requirements for participation in the General Shareholders´ Meeting.
The EDP Renováveis Group is committed to guaranteeing and respecting the privacy of its shareholders, as data subjects, in accordance with the regulations on personal data protection. Therefore, through this Privacy Policy, you are informed of the conditions under which your personal data will be processed in the context of the General Meeting to be held by this entity.
In addition, the data subject must read this information carefully, as it has been written in clear and simple language to allow it to be easily understood. Furthermore, at the time of providing his/her personal data, the data subject must ensure that these data are truthful, accurate and updated, exempting EDP Renováveis from any damage, direct or indirect, that could be caused as a consequence should this not be the case.
In those cases in which representation or remote voting includes personal data referring to individuals other than the holder, the data subject must inform them of the points contained in this Privacy Policy exempting the Data Controller from any responsibility in this regard.
1. Identification of the data controller
In accordance with Regulation (EU) 2016/679 (General Data Protection Regulation) and Organic Law 3/2018 of 5 December on the protection of personal data, data subjects are informed that their personal data will be processed by EDP RENOVÁVEIS, S.A. ("Data Controller" or the "Company" indistinctly) whose identification data are the following:
- Spanish Tax ID (NIF): A74219304
- Registered office: Plaza de la Gesta nº 2, 33007 Oviedo, España.
- DPO Contact: complianceofficer@edpr.com
2. Purpose of the processing of your personal data
The Data Controller will process the data subject's data, in a clear and transparent way, for the following legal, specific and sole purposes:
- To manage the exercise or delegation of his or her right to attend and vote at the General Shareholders' Meeting, whether data are obtained by the shareholder, or are provided for this purpose by the banks and securities brokers and dealers in which these shareholders have their shares deposited or held (in which case their identification details, contact details and details relating to their shareholding situation will be processed);
- To draw up a list of participants in order to properly manage the various processes arising from their status as shareholders at the General Meeting.
- To manage the proper functioning and development of the existing shareholder relationship with the data subject within the framework of the aforementioned Meeting.
3. Legitimate grounds for the processing of your personal data
The grounds that legitimise the processing of the data subject's personal data for the purposes described above are, mainly, the execution of a contractual relationship between the data subject and the Data Controller, which justifies said processing, together with the fulfilment of legal obligations to which the Data Controller is subject, in accordance with the applicable legislation.
The processing of personal data for these purposes is mandatory, in order to comply with the contractual and legal obligations to which the Data Controller is subject. If this processing is not carried out, these obligations cannot be met.
4. Time limit for the storage of your personal data
The data subject's personal data will be kept for a period of 6 years, until the deadline for any possible actions deriving from them expires, in accordance with the applicable regulations.
5. The recipient of your personal data
The data of the data subjects may be communicated within the context of the General Meeting to notaries, for the purpose of drawing up notarial instruments, or be accessible to the public to the extent that it is contained in the documentation available for consultation or stated at the General Meeting, or to third parties in the exercise of the right to information provided for by law.
6. International data transfers
The personal data of the data subject shall not be transferred internationally to third countries outside the European Economic Area.
7. Rights of the data subject
The data subject has the right to:
- Revoke, where appropriate, the consent granted, notwithstanding the legality of the processing carried out until that time.
- Access his or her personal data.
- Rectify inaccurate or incomplete data.
- Request the deletion of his or her data when, among other reasons, the data are no longer necessary for the purposes for which they were collected.
- Oppose the processing of his or her data by the Data Controller, in accordance with regulations.
- Request from the Data Controller the limitation of data processing when any of the conditions provided for in the applicable regulations are fulfilled.
- Request the portability of his or her personal data.
In this regard, the data subject is informed that his or her personal data will not be subject to automated individual decision-making (including profiling).
For the purposes of exercising the above rights, the data subject may contact, through a written communication at the Departament of Compliance - C/ Serrano Galvache, nº 56, Edificio Olmo, 6ª planta, 28033 Madrid, attaching a photocopy of his or her ID card or passport or by e-mail complianceofficer@edpr.com.
Lastly, when the data subject believes that the Data Controller has infringed the rights that are recognised by the applicable regulations on data protection, he or she will be able to file a complaint before the Spanish Data Protection Agency through its physical address C/ Jorge Juan, 6. 28001 - Madrid or the web page https://www.aepd.es/.
8. Technical and organisational measures
The Data Controller will process the personal data of the data subject, at all times, in an absolutely confidential manner while respecting the mandatory duty of secrecy with regard to them, in accordance with the provisions of the applicable regulations. Thereby adopting for this purpose the necessary technical and organisational measures that guarantee the security of the personal data and avoid their unauthorised alteration, loss, processing or access, taking into account the state of the art, the nature of the data stored and the risks to which they are exposed.