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Voting and Representation

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Voting and Representation

1. What is General Assembly?

The General Shareholders' Meeting is a corporate body comprising all the company's shareholders and its responsibilities are (i) to appraise the Board of Director's report, discuss and vote on the balance sheet, accounts and opinions of the Audit Committee and statutory auditor and decide on the appropriation of profits for the year, (ii) elect the officers of the General Shareholders' Meeting, directors and statutory auditor, (iii) decide on any amendments to the Articles of Association, (iv) decide on the remuneration of the members of the corporate bodies, with the power to appoint a remunerations committee and (v) decide on any other matter falling within its powers and for which it has been summoned.

2. Who is responsible for the conduct of the General Assembly?

The proceedings of the General Shareholders' Meeting are presided over by its officers, who are its Chairman and Vice-Chairman, elected by the meeting, with the Company Secretary talking the minutes.

3. Who can participate and vote in the Annual General Shareholders' Meeting?

Only shareholders with voting rights are entitled to participate and vote in the General Shareholders' Meeting.

 

According to the Articles of Association, shareholders are only entitled to participate in the General Shareholders' Meeting if they have sent to the Chairman of the Meeting by the fifth day prior to the meeting a declaration issued and authenticated by the financial intermediary responsible for the individual registration of the shares attesting that the shares representing the share capital of REN - Redes Energéticas Nacionais, SGPS, S.A. have been registered in the shareholder's name and blocked, at least five business days before the date of the meeting in question.

 

Each share corresponds to one vote and so any shareholder sending the Chairman of the General Shareholders' Meeting a declaration issued and authenticated by the financial intermediary responsible for the individual registration of the shares attesting that the shares representing the share capital of REN - Redes Energéticas Nacionais, SGPS, S.A. have been registered in the shareholder's name and blocked by the date of the AGM may participate in said meeting. Shareholders with no voting rights and bondholders may not participate in General Shareholders' Meetings.

4. Is there any kind of limit on voting rights?

Although the Articles of Association do not stipulate any limit on the exercise of voting rights, the law places restrictions on ownership of shares representing more than 25% of the share capital of REN - Redes Energéticas Nacionais, SGPS, S.A.

 

Therefore, the Articles of Association estabilish that while the invalidity of cases of share ownership in breach of the provisions of paragraph i) of number 2 of Article 25 of Decree Law 29/2006 of 15 February and paragraph b) of number 3 of article 20-A and paragraph h) of number 3 of Article 21 of Decree Law 30/2006 of 15 February, both as amended, is not declared, the votes from category A shares cast by any shareholders on their own behalf or in representation of third parties exceeding 25% of all the votes representing the share capital are not counted.

5. Can I bring someone else to the General Shareholders' Meeting?

Under the law and Articles of Association, participation in the General Shareholders' Meeting is exclusively for owners of shares with voting rights pursuant to the Articles of Association.

 

Article 379 (6) of the Companies Code sets out that the presence of persons who are not shareholders requires prior authorisation from the Chairman of the General Shareholders' Meeting. In any case, the General Shareholders' Meeting may object to this presence. In the absence of a prior decision by the officers of the General Shareholders' Meeting, the presence of persons who are not shareholders is not allowed at the meeting.

6. What forms of participation or exercise of voting rights are there?

There are three forms available for shareholders to participate or vote in the General Shareholders' Meeting. They are (i) attendance in person, (ii) through a representative or (iii) by postal vote.

7. What do I have to do to participate in the General Shareholders' Meeting in person?

Shareholders wishing to participate in a General Shareholders' Meeting in person must:

 

(i) send to REN's registered office a declaration issued and authenticated by the financial intermediary responsible for the individual registration of the shares attesting that the shares representing the share capital of REN - Redes Energéticas Nacionais, SGPS, S.A. have been registered in the shareholder's name and blocked, at least five business days before the date of the meeting in question,

 

(ii) bring their identity card, and

 

(iii) attend at the venue of the General Shareholders' Meeting, preferably around one hour before the time set for the start of proceedings to allow time for the necessary formalities.

8. How can I obtain a declaration of registration of ownership and blocking of the shares?

Shareholders wishing to participate in person or be represented by a third party at the General Shareholders' Meeting or cast a postal vote must ask the financial intermediary at which his or her shares are registered to issue an authenticated declaration attesting that the shares representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. have been registered in the shareholder's name and blocked, at least five business days prior to the date of the meeting in question.

 

The request must be sent to the financial intermediary on an application form that is available to shareholders on the company's website, www.ren.pt.

9. How do I (or my representative) cast my vote in person at the General Shareholders' Meeting?

When you arrive, go to the accreditation desks to complete the formalities and receive the General Shareholders' Meeting documentation and voting slips.

 

During the General Shareholders' Meeting votes will be cast by filling in the voting slip for the agenda item, indicating with an X the choice of the shareholder or his or her representative. The completed voting slip is then handed to the General Shareholders' Meeting personnel who will collect it for scanning. The voting procedures will be explained in more detail on the day of the General Shareholders' Meeting and the officers of the meeting will answer any queries.

10. What do I have to do to send a representative to the General Shareholders' Meeting?

Shareholders may be represented by persons with full legal capacity by informing the Chairman of the General Shareholders' Meeting of their representative's name by 5 p.m. on the penultimate business day before the General Shareholders' Meeting. If shareholders use a proxy company to represent them and manage votes at the General Shareholders' Meeting, the Chairman of the meeting must be sent an additional declaration from the shareholder as follows:

 

"We (name of entity) hereby declare that we authorise (proxy) to issue and sign on our behalf any type of documentation, including Powers of Attorney, regarding representation at the General Meeting of REN Redes Energéticas Nacionais, SGPS, S.A."

11. How can I cast a postal vote?

Shareholders with voting rights may exercise them by post on each of the points on the agenda by filling in a voting slip with a signature identical to that of their identity card addressed to the Chairman of the General Shareholders' Meeting sent by registered post with recorded delivery to the company's registered office. Shareholders may request postal voting slips from the Chairman of the General Shareholders' Meeting in a communication addressed to the company's registered office, indicating the address to which the voting slips should be sent. Alternatively, shareholders may access the website, www.ren.pt to obtain voting slips. In this case it is not necessary to send the above-mentioned communication.

 

The letter containing the voting slip must be accompanied by a legible photocopy of the shareholder's identity card or, in the case of a legal person the voting slip must be signed by its legal representative with a photocopy of the legal document attesting to his or her powers.

 

In addition to sending this letter, the shareholder must also send the declaration of registration and blocking of shares issued by the financial intermediary responsible for registering the shares that s/he owns in order to prove, pursuant to Article 12 (8) of the Articles of Association of REN - Redes Energéticas Nacionais, SGPS, S.A. ownership and blocking of the shares since at least the fifth business day prior to the date of the General Shareholders' Meeting.

 

The letters containing voting slips will be opened by the Chairman of the General Shareholders' Meeting at the start of the proceedings after he has checked that there is a constitutive quorum. The result of the postal votes on each item on the agenda will be disclosed at the item to which they refer.

 

Postal votes shall be considered negative votes (against) in relation to proposals of resolutions presented after the date of the issue of these votes, pursuant to Article 12 (6) of the Articles of Association of REN - Redes Energéticas Nacionais, SGPS, S.A.

12. Can I cancel my postal vote?

Yes, provided that you do so within the deadline set for the exercise of postal votes.

13. If I submit a postal vote, can I then attend the General Shareholders' Meeting?

You can. However the presence of you or your representative and the exercise of your voting rights at the General Shareholders' Meeting means revocation of your postal vote.

14. How can I include new points on the agenda of the General Shareholders' Meeting?

A shareholder or group of shareholders owning shares corresponding to at least 5% of the share capital may, in the five days following the latest publication of the agenda, send a written request to the Chairman of the General Shareholders' Meeting for new points to be included.

15. How can I include new proposals for the agenda of the General Shareholders' Meeting?

On the other hand, new proposals may be submitted for each item on the agenda by any shareholder with voting rights prior to the vote on the proposals in question.

16. What are the constitutive and deliberative quorums of the General Shareholders' Meeting and how are they calculated?

The General Shareholders' Meeting may only meet and make decisions when first called to order provided that shareholders owning shares representing at least 51% of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are present or represented.

 

Decisions on the amendment of the Articles of Association are only considered approved by two-thirds of the votes cast at a General Shareholders' Meeting.

 

A constitutive quorum is calculated by the sum of shares owned by shareholders who have postal votes and shares owned by shareholders who are present or represented at the General Shareholders' Meeting, while a deliberative quorum is calculated in the same way for each item on the agenda.

17. How can I find out the decisions made at a General Shareholders' Meeting?

After the General Shareholders' Meeting has been adjourned, REN – Redes Energéticas Nacionais, SGPS, S.A. publishes the decisions approved by the shareholders on www.ren.pt and in the information disclosure system of the Portuguese Securities Market Commission on www.cmvm.pt.

 

In addition, shareholders who participated in the General Shareholders' Meeting or cast a postal vote may ask the Chairman of the meeting for a copy of the minutes of said meeting, which will be sent to them as soon as possible.

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