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: dataprotection@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:
i) 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);
ii) 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.
iii) 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 dataprotection@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.
The General Shareholders' Meeting will take place on March 31st, 2022, in Madrid.
Notice
The Board of Directors unanimously agree to convene an Ordinary General Shareholders’ Meeting of EDP Renováveis, S.A. in the city of Madrid, at the offices of the company located at Serrano Galvache nº56 CP 28033, on March 31st, 2022, at 12:00 am on first call or, if there was no quorum, on second call, on April 7th, 2022, at the same place and time.
Number of shares and voting rights
At the date of the Notice of the Ordinary General Shareholders’ Meeting the total number of shares and voting rights of EDP Renováveis, S.A. is 960.558.162.
The Board of Directors unanimously agree to convene an Ordinary General Shareholders’ Meeting of EDP Renováveis, S.A. in the city of Madrid, at the offices of the company located at Serrano Galvache nº56 CP 28033, on March 31st, 2022, at 12:00 am on first call or, if there was no quorum, on second call, on April 7th, 2022, at the same place and time, with the following:
Agenda
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, 2021.
Second. Review and approval, where appropriate, of the proposed application of results for the fiscal year ended on December 31st, 2021.
Third. Review and approval, where appropriate, of the proposal of 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, the Corporate Governance Report and the Remunerations Report, for the fiscal year ended on December 31st, 2021.
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, 2021.
Sixth. Review and approval, where appropriate, of the management and performance by the Board of Directors during the fiscal year ended on December 31st, 2021.
Items relating to general matters
Seventh. Approval of the Regulations of the General Shareholders' Meeting of EDP Renováveis, S.A.
Eighth. Approval of the Remuneration Policy of the Directors of EDP Renováveis, S.A. for the 2023 - 2025 period.
Ninth. Amendment of the Corporate articles of association to comply with the Spanish Companies’ Act: article 1st, article 12nd, article 13rd, article 14th, article 15th, article 22nd, article 23rd, article 26th, article 27th, article 28th, article 29th and article 31st of the articles of association.
Tenth. Approval of the delegation to the Board of Directors of the power to carry out increases of share capital with the exclusion of the pre-emptive subscription right.
Eleventh. Continuation of the existing vacancy on the Board of Directors.
Twelfth. 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 , 2021.
Review and approval, where appropriate, of the proposed application of results for the fiscal year ended on December 31st, 2021.
Review and approval, where appropriate, of the proposal of 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, the Corporate Governance Report and the Remunerations Report, for the fiscal year ended on December 31st, 2021.
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, 2021.
Review and approval, where appropriate, of the management and performance by the Board of Directors during the fiscal year ended on December 31st, 2021.
Amendment of the Corporate articles of association to comply with the Spanish Companies’ Act: article 1st, article 12nd, article 13rd, article 14th, article 15th, article 22nd, article 23rd, article 26th, article 27th, article 28th, article 29th and article 31st of the articles of association.
Continuation of the existing vacancy on the Board of Directors.
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 Report
Proposals and results General Shareholders' Meeting 2022
Intention to participate at the General Shareholders’ Meeting
All shareholders have the right to attend the General Shareholders´ Meeting, to request the information and clarifications that they consider relevant regarding the points included in the Agenda of the General Shareholders’ Meeting and to take part in its deliberations and voting.
To exercise their right to attend, shareholders who intend to participate at the General Shareholders´ Meeting are requested to communicate it in writing to the financial intermediaries 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 23rd, 2022 on first call and until the end of March 30th, 2022 on second call if the necessary quorum is not reached, to 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 24th, 2022 and on second call, March 31st, 2022. This circumstance must be proved by the appropriate ownership certificate issues by the financial intermediaries in accordance with the legal requirements, 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 by the financial intermediaries to the Chairman of the Board of the General Shareholders´ Meeting until the end of March 24th, 2022, on first call and, until the end of March 31st, 2022 on second call, to the Company’s offices at Plaza de la Gesta nº2, 33007, Oviedo, (Spain), 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. The said certificate of ownership must refer to the shareholder’s position as of 0:00 hour, March 24th, 2022. In the event, for the date of the meeting on second call, it must refer to the shareholder’s position as of March 31st, 2022.
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.
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 +34 900 830 004 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 Company’s headquarters at Plaza de la Gesta nº2, Oviedo, (Spain); or the email address shareholdersedpr@edpr.com up to two (2) days before the day scheduled for the General Meeting, that is, before the twenty-four (24:00) hours of March 29th, 2022 on first call, and of April 5th, 2022 on second call.
After that time, the written proxies may only be submitted in person at the shareholder registration desk on the scheduled place and date of the General Shareholders´ Meeting, starting one (1) hour before the meeting is set to begin until the starting of the same.
This form must be completed and signed by the shareholder and the representative, without whose acceptance cannot 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, presenting the original representation document at the shareholder registration desk.
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 by post, shareholders may request the required documentation to exercise such right from the Company to the Investors Relations Department at Serrano Galvache, Centro Empresarial Parque Norte, num. 56, Edificio Olmo, 7th Floor, 28033 Madrid (Spain), or via e-mail at ir@edpr.com. Such request, also could be done by telephone at +34 900 830 004 between 9:00 and 19:00 hours. The request, which must include the shareholder’s address and/or email, 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 mail voting will be sent to the shareholders to his/her address or e-mail address (to shareholder preference) 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 the Company’s website (www.edpr.com).
The completed and signed ballot must be sent to the Company’s offices located at Plaza de la Gesta, nº 2, 33007, Oviedo (Spain) (it is recommended that shareholders residing in Portugal send their votes by email or use the online application).
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 the Company’s website (www.edpr.com). 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 23rd, 2022 for the meeting held on first call, and if such is the case, by March 30th, 2022 on second call). The shareholder will then receive an email with a username and a password which the shareholder must then insert in the appropriate places on the link contained on the Company’s website 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, i.e., before midnight (24:00 hours) on March 30th 2022 on first call, and on April 6th 2022 on second call.
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.
Digital Shareholder Forum
OPERATING RULES
In order to comply with the provisions of Article 539.2, second paragraph of the revised text of the Spanish Companies Act (hereinafter, the "LSC"), EDP RENOVÁVEIS, S.A. (hereinafter, “EDPR” or the “Company”) has set up an DIGITAL SHAREHOLDERS' FORUM (hereinafter, the "Forum") for the Ordinary General Shareholders' Meeting scheduled for the 31st March, 2022, first sitting, and April 7th, 2022, second sitting.
The Forum is set up to facilitate communication between EDPRs shareholders during the run up to the meeting and until the Ordinary General Shareholders' Meeting is held.
Shareholders may send for publication in the Forum, exclusively communications that have as their object:
proposals intended to be presented as a supplement to the agenda announced in the notice of the General Shareholders' Meeting;
requests for adherence to such proposals;
initiatives to reach a sufficient percentage to exercise a minority right provided or by law; and
offers or requests for voluntary representation.
After the conclusion of the EDPR General Meeting, the right is reserved to remove and delete all communications relating to the General Meeting. Communications containing comments that violate the respect for the dignity of persons, that are offensive, xenophobic, racist, violent, and those that are in any way likely to break the law or that, in general, are inappropriate to the nature of the Forum, or exceed its purpose, shall not be published in the Forum. No personal data or information of third parties may be entered without the express and documented consent of the person concerned nor impersonating the identities of others EDPR may refuse to publish in the Forum or remove from it at any time, those communications that it considers not to be in accordance with the law and these operating rules.
No communication made or published in the Forum may be understood, in any case, as a notification to EDPR for the purpose of exercising any right held by the shareholders, individually or collectively (to introduce additional items to the agenda, remote voting, etc.), nor does it supplement the necessary requirements demanded by law, the Company's bylaws and internal regulations of the Company, for the exercise of any of said rights or the development of the initiatives and actions of the shareholders. All rights and powers that shareholders wish to exercise must be exercised through the legally established channels, and under no circumstances shall the Forum be a valid channel for these purposes.
Shareholders who wish to access and use the Forum must register on the Shareholders' Forum platform via the link in this Web page, identifying themselves using a digital certificate issued by a valid entity (e.g. CERES) o using their electronic ID card. To complete the access request the shareholder must prove their shareholder status by sending their shareholders certificate to the email address: shareholdersedpr@edpr.com.
The shareholders, legal persons or entities who do not have a digital certificate and the voluntary associations of shareholders, should request access sending an email to the e-mail address shareholdersedpr@edpr.com, together with documentation proving their identity (ID card or passport) and their status as a shareholder of EDPR (certificate of ownership of shares) or voluntary association of shareholders duly constituted and registered in the corresponding public registry. In the case of legal entities, voluntary associations of shareholders, they must also attach the corresponding document that sufficiently accredits the representation with which the signatory acts on their behalf. Likewise, the email/contact details that will be published/assigned to them in the Forum must also be indicated, so that interested shareholders may contact each other as a result of the Forum's publications.
Once the company verifies the identity and status of shareholder or voluntary association of shareholders of the applicant, and providing the proposal received complies with the provisions of Article 539 of the LSC and the operating rules, it will proceed to activate the users account (for requests made by digital certificate) or create the account (for requests sent by email) and will respond with the access codes to the Forum . All registered shareholders will have access to the Forum and will be able to consult communications made by other shareholders.
All publications made on the Forum shall include the identification (name and surname, in the case of individuals, and corporate name and identification of its representative, in the case of legal entities, as well as, in both cases, the number of shares held) of the requesting shareholder, as well as the date and time of insertion. Likewise, the contact details indicated by the shareholder shall be included, for the purpose of facilitating communication with other interested shareholders. The publication of communications in the Forum is always conditioned to the fact the author maintains their condition of EDPR shareholder or that of a voluntary association of shareholders duly constituted and registered with the corresponding public body.
If EDPR, in its capacity as administrator of the Forum, should at any time have doubts as to the fulfilment of these conditions, it may require accreditation of the condition of shareholder status or equivalent, and may request the provision of such information or documentation as it deems appropriate to verify the points set forth herein. Likewise, the shareholder assumes the obligation to notify the Company, if necessary, and as soon as possible, of the loss of shareholder status.
EDPR is not responsible for the accuracy, veracity, validity, legality or relevance of the communications published in the Forum. Likewise, EDPR also has the power, but not the obligation, to control the content of the communications published in the Forum, which are the sole responsibility of the shareholders who make them.
The personal data provided by the shareholders for the use of the forum will be processed by EDPR as Data Controller, whose purpose is to manage and supervise the operation of the Forum, as well as to manage the general meetings of shareholders of EDPR and to carry out statistical studies of the Company's shareholding.
The personal data of the shareholders may be communicated by EDPR. to the competent Public Bodies and Administrations, in order to comply with their respective legal obligations in accordance with the regulations in force, and, where appropriate, to third parties involved in the development and management of the Forum.
Interested parties may revoke their consent at any time, when possible, without prejudice to the lawfulness of the processing previously carried out. Interested parties may request access to personal data, its rectification, destruction, data portability, limitation of processing and opposition to processing, by contacting the following address: dataprotection@edpr.com proving their identity. Likewise, interested parties may file a complaint before the competent control Authority if they consider that they have had their data protection rights violated.
Acess here: https://accionistas.de/edpr/