Annual Report - EDP

: corporate governance :CHAPTER III.DISCLOSUREAND AUDITSIII.1. Capital structureEDP’s share capital of 3,656,537,715 euros isrepresented by 3,656,537,715 shares divided intotwo categories.Ordinary (or Category A) shares are not subjectto any limitation on their transferability, giventhat, pursuant to the Portuguese SecuritiesCode, shares traded in the market are freelytransferrable, although EDP’s Articles ofAssociation contain rules on limitations on theexercise of voting rights applicable to ordinary(Category A) shares and Category B shares.Pursuant to Article 4 (4) of EDP’s Articlesof Association, Category B shares are to bereprivatised and are subject to restriction on theirownership. They may only be held by the stateor public sector entities.On 11 May 2012, the special category sharesdivested during the eighth phase of thereprivatisation of EDP’s share capital wereactually transferred. This was when these sharesceased to belong to public bodies, meaning thatthey were automatically converted into CategoryA shares, with no need for approval of theconversion by the share owners or a decisionby any company body.On 14 February, 2013, Parpública - ParticipaçõesPúblicas (SGPS), SA sold in the market, througha private offer via an “accelerated bookbuilding”,151,517,000 Category B shares with a face valueof 1 euro each, equivalent to 4.14% of the sharecapital. As a result of the settlement of thistransaction, since 19 February 2013, Parpública- Participações Públicas (SGPS), SA reducedto 0% its stake in EDP and Category B shareswere extinguished completely by the effect of theautomatic conversion to Category A shares.After this conversion, EDP’s share capital isnow represented exclusively by 3,656,537,715Category A shares, which are ordinary shareswith a face value of one euro each.Pursuant to Article 14 (3) of EDP’s currentArticles of Association, consideration will not begiven to votes cast by a shareholder on his ownor a third party’s behalf exceeding 25% (twentyfivepercent) of the total number of votes in theshare capital. This limit was 20% (twenty percent)until the General Meeting of Shareholders on 20February 2012 decided to change it.Furthermore, shareholders who, pursuant toArticle 20 (1) of the Securities Code or any lawthat may amend or replace it, have a holding of5% (five percent) or more of the voting rights orshare capital, must inform the Executive Board ofDirectors of this fact within five days of the dateon which they became holders thereof. They arenot allowed to exercise their voting rights untilthey have done so (Article 15 (1) of EDP’s Articlesof Association).III.2. Qualifying holdingsSHAREHOLDER STRUCTUREThe distribution of EDP’s shareholder structureby geographical location and type of investoron 31 December 2012 is as follows:28%11%GEOGRAPHICBREAKDOWN OFSHAREHOLDERSTRUCTURE22%25%3%11%PORTUGAL SPAIN UNITED KINGDOMEUROPE10%UNITED STATESOF AMERICA3%BREAKDOWN OFSHAREHOLDERSTRUCTURE BYINVESTOR TYPE87%REST OF WORLDINSTITUTIONAL PRIVATE PERSONS PENSION FUNDSEDP - Annual Report 2012135