Annual Report - EDP

: corporate governance :III.3. Holdersof special rightsDecree-Law 90/2011 of 25 July revoked the specialrights granted to the state and equivalent public bodiesin EDP, as established by article 13 of Decree-Law141/2000, of 15 July. There are therefore no specialrights associated with EDP’s shares.Category B shares remain in this category as longas they are owned by public entities. However,their transfer to non-public entities will resultin their conversion into Category A shares,without the need for approval by their holdersor a decision by any of EDP’s governing bodies(Article 4 (5) of EDP’s Articles of Association).Following the conclusion of the sale, byParpública, of 4.14% of the sharecapital of EDP,there are no share of category B.III.4. Restrictions ontransfer of sharesPursuant to the Articles of Association (Article4 (4)) Category B shares may only be owned bypublic entities if they are not privatised.There are no restrictions on the transferof Category A shares.III.5. ShareholderagreementsPursuant to Article 7 of EDP’s Articles ofAssociation, full versions of shareholders’agreements relating to the company must beforwarded to the Executive Board of Directorsand the General and Supervisory Board by theshareholders that sign them within 30 (thirty)days of the date on which they were entered into.On the basis of the information provided to theCompany by shareholders, the Executive Boardof Directors is aware of a single shareholders’agreement, which was entered into on 11 April2007 by Parpública - Participações Públicas(SGPS), S.A. (Parpública), Caixa Geral deDepósitos, S.A. (CGD) and Société Nationalepour la Recherche, la Production, le Transport,la Transformation et la Commercialisation desHydrocarbures (Sonatrach).Under the terms of this agreement, which werepublicly announced, Parpública and CGD madethe following commitments:º º To support the continued membership ofSonatrach (or a person appointed by it) of theEDP General and Supervisory Board, providedthat Sonatrach retains a holding of at least 2%(two percent) of EDP’s share capital and theaforementioned strategic partnership remainsin effectº º To refrain from promoting, supporting and/or votingin favour of any amendment to EDP’s Articlesof Association that would prevent the continuedmembership of Sonatrach (or a person appointedby it) of the General and Supervisory Board.III.6. Rules onamendments to thecompany’s Articlesof AssociationIII.7. Controlmechanismsof employees’shareholdingsEDP has no scheme that provides for employees’shareholdings in the company meaning that theirvoting rights are not exercised directly by them.III.8. Factors thatinfluence thecompany’s sharepriceEDP on the capital marketEDP’s shares were initially admitted to tradingon the official stock exchange NYSE EuronextLisbon (then called the Lisbon Stock Exchange) on16 June 1997. Since then, more company shareshave been admitted to trading on NYSE EuronextLisbon in subsequent reprivatisation phases:EDP’s REPRIVATISATION PHASES:Admission phaseDATE1st Privatisation phase/ IPO 16 June 19972nd Privatisation phase 26 May 19983rd Privatisation phase 28 June 19984th Privatisation phase 23 October 20005th Privatisation phase/Capital increase 7 December 20048th Privatisation phase 11 May 2012In December 2007, Parpública issued bondsexchangeable into EDP shares representing4.144% of EDP’s share capital, maturing inDecember 2014, with an exercise price of €6.70.In accordance with the terms and conditions ofthe bond issue, on 18 December 2012 had theoption of early reimbursement of the bonds fortheir face value, subject to prior notice.This option was exercised by holders of20,141 bonds that, considering a conversionratio of 7,462.7888, have underlying assets of150,308,028 shares representing 4.11% of EDP’sshare capital. Parpública paid the face value ofthe bonds to their holders on 18 December 2012.EDP has 2,936,222,980 ordinary shares witha face value of one euro each admitted to tradingat NYSE Euronext Lisbon, representing 80.3% ofits share capital. The free float was 67% in 2012.Following completion of the eighth phase ofthe reprivatisation of EDP’s share capital on11 May 2012, its share capital was representedby 3,505,020,715 Category A (ordinary) sharesand 151,517,000 Category B shares with a facevalue of one euro each. The Category A sharescorrespond to about 95.86% of the share capitaland the Category B shares to 4.14%.SHARESNYSE Euronext LisbonReuters RICBloombergISINSHARESEDP.LSEDP PLPTEDP0AM0009EDP’s shares are also the asset underlyingfutures contracts and warrants traded on theLisbon market.EDP’s Articles of Association do not set out anyspecial rules on amendments to them, and thegeneral rule provided for in Article 386 (3) ofthe Company Code therefore applies, to wit anydecision to amend the Articles of Associationmust be approved by the General Meeting ofShareholders by two-thirds of the votes cast.EDP - Annual Report 2012137