Annual Report - EDP

: corporate governance :Capital Market Indicators 2012 2011 2010 2009 2008EDP Shares on Euronext Lisbon (euros)Opening price 2,391 2,491 3,108 2,695 4,470Closing price 2,290 2,391 2,491 3,108 2,695Peak price 2,484 2,920 3,185 3,218 4,760Minimum price 1,628 1,984 2,376 2,340 2,062Variation in share price and reference indicesEDP Shares (4.2%) (4.0%) (19.9%) 15.3% (39.7%)PS120 2.9% (27.6%) (10.3%) 33.5% (51.3%)Dow Jones Eurostoxx Utilities (8.8%) (24.8%) (14.7%) 15.2% (38.1%)Euronext 100 14.8% (14.2%) 1.0% 25.5% (45.2%)Liquidity of EDP shares on the marketsVolume on Euronext Lisbon (EUR million) 2,873.8 4,261.9 6,291.8 4,969.7 9,710.1Mean daily volume (EUR million) 11.2 16.6 24.3 21.8 37.9Number of shares traded (million) 1,389.5 1,712.8 2,367.2 1,722.3 2,761.1Total number of shares issued (million) 3,656.5 3,656.5 3,656.5 3,656.5 3,656.5Privatised shares at the end of the year (million) 3,505.0 2,936.2 2,936.2 2,936.2 2,936.2% of capital already privatised 96% 80% 80% 80% 80%Number of own shares held (treasury stock) as at 31 Dec (million) 31.9 32.4 33.3 34.2 35.7Annual rotation of capital (privatised shares) 39.6% 58.3% 80.6% 58.7% 94.0%EDP Market Value (EUR million)Market appreciation at the end of the financial year 8,373.5 8,742.8 9,108.4 11,364.5 9,854.4Total shareholder profitabilityAnnual variation in share price (0.10) (0.10) (0.62) 0.41 (1.78)Gross dividend distributed per share in the year 0.185 0.170 0.155 0.140 0.125Total shareholder return 3.5% 2.8% (14.9%) 20.5% (36.9%)DividendsDividend per share 0.185 0.185 0.17 0.155 0.14Dividend yield 8.1% 7.7% 6.8% 5.0% 5.2%III.9. Dividenddistribution policySince EDP’s shares were first admitted to tradingon the Lisbon Stock Exchange (now NYSEEuronext Lisbon), every year EDP has performeda judicious, reasoned distribution of dividends inaccordance with rules of prudence and creationof value for its shareholders. Pursuant to theserules, the table below shows the dividendsdistributed by EDP in the last two terms of officeof the corporate bodies:accordance with a programme to be submittedto the General and Supervisory Board as partof the EDP Group’s corporate citizenship andsustainable development policy to the amountof up to 0.1% of consolidated turnover.In accordance with generally accepted accountingprinciples in Portugal, profits to be distributed inthe form of dividends are those calculated afterdeduction of losses brought forward from previousyears and a provision of 5% to increase the legalreserve (until it reaches one fifth of the shareYear Approval Date Payment Date Gross Dividend Net DividendResidentsNon-Resid.2006 12/04/2007 04/05/2007 € 0.110 € 0.099 € 0.0992007 10/04/2008 08/05/2008 € 0.125 € 0.100 € 0.1002008 15/04/2009 14/05/2009 € 0.140 € 0.112 € 0.1122009 16/04/2010 13/05/2010 € 0.155 € 0.124 € 0.1242010 14/04/2011 13/05/2011 € 0.170 € 0.133 € 0.1332011 16/05/2012 11/05/2012 € 0.185 € 0.139 € 0.139For the 2011 financial year, the Executive Boardof Directors of EDP submitted to the approval ofthe General Meeting of Shareholders of 17 April2012 a proposal for the appropriation of the netprofit of 785.8 million euros, 676.5 million eurosof which was for distribution to shareholders inthe form of dividends. The proposal was approvedby a majority of votes (99.9995%) at the GeneralMeeting and a gross dividend of 0.185 euros pershare was paid on 11 May 2012.As required by law, EDP’s Articles of Association(Article 30 (1)) set out that the profits of the yearshould be used for:º º Covering losses from previous yearsº º Setting up or increasing legal reservesor other reserves required by lawº º Setting up or increasing other reservesestablished by the General Meetingof Shareholdersº º Distributing dividends to shareholdersº º Awarding bonuses to company directors andemployees as part of a profit-sharing scheme,in accordance with criteria defined by theGeneral Meeting of Shareholdersº º Making a donation to the EDP Foundationto be used to sponsor worthy initiatives inEDP - Annual Report 2012capital), taking account of all other limitationsunder the law and Articles of Association.Dividend payoutEDP has followed a sustained policy of dividenddistribution that seeks to reconcile strictcompliance with the relevant provisions of the lawand Articles of Association and division amongall its shareholders of a significant portion of thevalue created by the Group, in keeping with thespecific conditions of the company and market.This policy is designed to enable shareholdersto obtain an adequate return on their investmentwithout compromising the company’s value.OutlookEDP believes that a transparent relationship withinvestors and the market involves the definitionof clear criteria and reasonable objectives forthe dividend distribution policy, as the growingdemands of the investor community, faced withthe instability of the capital markets in recentyears, have made clear.On the latest Investor Day held on 23 May 2012with Portuguese and foreign investors andanalysts, the goal of proposing to the GeneralMeeting of Shareholders an annual payout141