Annual Report - EDP

: corporate governance :Participation in the General Meeting also requiresthat the shareholder expresses its desire toattend the meeting, which must be sent to theChairman of the Board of the General Meetingand to the financial intermediary with which theindividual registration account is opened by theend of the sixth trading day preceding the date ofthe General Meeting. E-mail communication maybe used for this purpose (Article 14 (11) of theArticles of Association).Shareholders who have declared their intentionto attend the General Meeting, pursuant tostatutory requirements, and who have transferredownership of the shares between the fifth tradingday preceding the date of the General Meetingand the end of such meeting, should immediatelynotify the Chairman of the Board of the GeneralMeeting and the CMVM of such (Article 14 (11) ofthe Articles of Association).Shareholders may be represented by personswith full legal capacity. The Chairman of theBoard of the General Meeting must be notifiedof such representation by 5.00 p.m. of the secondlast day prior to the date of the General Meeting,at the latest (Article 14 (15) of EDP’s Articlesof Association).I.5. Suspension ofthe General Meetingof ShareholdersEven before publication of Decree-Law 49/2010,of 19 May, in the event of suspension of the GeneralMeeting, the best interpretation of the law wasunderstood to be the same as the recommendation,i.e. that it should not be compulsory to blockshares until the session was resumed, and thatthe time limit required for the first session shouldbe sufficient. The entry into force of Decree-Law 49/2010 of 19 May meant that the blockingrequirement became prohibited, therefore theadoption of recommendation I.2.2 of the CMVM iscurrently a legal requirement. Hence, participationin EDP’s General Meeting, including when it issuspended, does not require the blocking of sharesin the period preceding the meeting.I.6. Voting rightsPursuant to Article 14 (2) of EDP’s Articlesof Association, each share represents one vote.Holders of rights representing shares underADR programmes are subject to the same legaland statutory provisions, pursuant to and for thepurposes of Article 14 (9) of the Articlesof Association.I.7. Restrictionson voting rightsUp to 20 February 2012, the votes castby a shareholder, on his own behalf or inrepresentation of another, exceeding 20%(twenty percent) of all votes representing theshare capital were not counted. This restrictionapplied to all decisions voted on by the GeneralMeeting, including those for which legislation orEDP’s Articles of Association required a qualifiedmajority of the company’s share capital. At theGeneral Meeting of 20 February 2012, this limitwas raised to 25% (twenty five percent).I.8. Statutory ruleson the exercise ofvoting rightsPursuant to the provisions of Article 14 (4) ofEDP’s Articles of Association, all the voting rightsattributable to a shareholder, pursuant to the96provisions of Article 20 (1) of the PortugueseSecurities Code, or any legal provision that amendsor replaces it, are deemed to have been cast.The EDP shareholders are duty bound to provideto the Executive Board of Directors – in writingand in a complete, objective, clear and truthfulfashion, and in a form that is satisfactory to theBoard – all information that the latter requests onmatters relating to them and related with Article20(1) of the Portuguese Securities Code. Failureto comply with this duty shall result in preventionof the exercise of voting rights relative to theshares held by the defaulting shareholder Article15 (2) and (3) of EDP’s Articles of Association.In the event that the discounting of votesaffects more than one shareholder, the referredrestriction shall apply proportionally to theordinary shares held by each shareholder(Article 14 (5) of the Articles of Association).Article 15 (1) of EDP’s Articles of Associationestablishes that shareholders who, underthe referred Article 20 (1) of the PortugueseSecurities Code, or any legal provision thatamends or replaces it, become the holders of,or have allocated to them, a shareholding equalto or greater than 5% (five per cent) of the votingrights or the share capital, must inform theExecutive Board of Directors of that fact withina period of five business days of the date suchownership takes effect. They cannot exercise therespective voting rights if they have not made thiscommunication.EDP has adopted measures aimed at encouragingthe exercise of voting rights by the shareholders,namely though the elimination of financialobstacles that may affect the exercise of votingrights. These measures include:º º General dissemination of the noticeof the General Meeting, with express referenceto the means available for voting, namely throughpublication on the websites of CMVM(www.cmvm.pt) and EDP (www.edp.pt),the Share Prices Bulletin of NYSE EuronextLisbon, and the sending of mailings toshareholders;º º The payment of the costs associated with theissue of certificates of ownership of shares forall the shareholders taking part in the GeneralMeeting (directly or through distance voting);º º Payment of the costs involved in distancevoting, including postal voting.The decisions of the General Meeting are reachedby a majority of the votes cast, unless there is legalor statutory provision requiring a qualified majority(Article 11 (3) of the Articles of Association).EDP’s Articles of Association do not defineany constitutive quorum for the General Meeting,adopting the rule in the Portuguese CompaniesCode.As regards the decision-making quorum, andpursuant to EDP’s Articles of Association, theGeneral Meeting may take decisions on the firstor second convening, whatever the number ofshareholders present or represented, includingany decisions on amendments to the Articlesof Association, and the merger, demerger ortransformation of the company (Article 11 (4)of the Articles of Association). It should be notedthat, in relation to these subject matters,the deliberative quorum adopted is even lowerthan that provided for in the PortugueseCompanies Code, (see Article 383 (1) of thePortuguese Companies Code) which requires,additionally, that shareholders holding sharescorresponding to at least one-third of the capitalare attending or represented at the meeting.A World Full Of Energy