INTRODUCTION AND PROCEDURES
FOR THE VOTING RIGHTS
1. Introduction
The General Meeting is the corporate body composed by all the shareholders of the Company, which shall notably: (i) assess the report of the Board of Directors, discuss and vote the balance sheet, the accounts and the opinions of the Audit Committee and of the Chartered Accountant and pass resolutions on the allocation of annual results; (ii) appoint the members of the Board of the General Meeting, the directors and the Chartered Accountant; (iii) pass resolutions on any amendments to the Articles of Association; (iv) pass resolutions on the remuneration of the members of the corporate bodies, with the possibility of nominating a Remuneration Committee for this purpose; or (v) pass resolutions on any other subject that falls within its scope of powers and for which it has been convened.
The shareholders may participate and exercise the respective voting rights at the General Meeting personally, through a representative or through the exercise of the vote by mail.
2. Record Date
Pursuant to article 23-C (1) of the Portuguese Securities Code, shareholders who on the Record Date hold shares granting them at least one vote, shall be entitled to participate and vote at the General Meeting.
3. Necessary formalities to attend the General Meeting
Shareholders who intend to participate in the General Meeting shall declare such intention in written form to the Chairman of the Board of the General Meeting and to the financial intermediary with which they have opened the individual securities account.
The financial intermediary who, under the terms of the last paragraph, has been informed of the Shareholder’s intent to participate in the General Meeting, shall send to the Chairman of the Board of the General Meeting the information regarding the number of shares registered on behalf of the Shareholder, with reference to the Record Date.
The exercise of the rights to participate and to vote at the General Meeting shall not be affected by the transfer of shares at any time after the Record Date and does not depend upon their blocking between the Record Date and the date of the General Meeting.
Shareholders will only be admitted to participate and vote at the General Meeting if (i) the financial intermediary, with which they have opened the relevant individual securities account, has received the declaration expressing the Shareholder’s intent to participate in the General Meeting and (ii) the information provided by the financial intermediary, with which they have opened the relevant individual securities account, regarding the number of shares registered in his client’s name on the Record Date has been sent in such a way as to be received by the Chairman of the Board of the General Meeting in a timely and adequate form in order for the expedite organization of the General Meeting.
4. Attendance at General Meeting
In addition to the formalities mentioned in Number 3 above, shareholders who intend to personally attend the General Meeting shall:
(i) hold their own national identity card or an equivalent identification document; and
(ii) appear on the convene place, being advisable to appear about 11:00, i.e., about half an hour before the time set forth for the beginning of the meeting, in order to allow the timely compliance with the abovementioned formalities for the attendance at the meeting.
5. Voting by mail
The shareholder who intends to exercise the voting right by mail may address a notice to the Chairman of the Board of the General Meeting to the registered office of the Company, which shall include the address where the ballot papers shall be sent to. It is recommended that this notice be given so that the ballot papers can be issued in advance, in order to allow the delivery of such ballot papers. REN cannot guarantee that the notices requesting ballot papers by mail, sent at short notice in relation to the term of the deadline for the exercise of the vote by mail will be answered in due time.
Alternatively, the shareholders may access the website www.ren.pt and download the ballot papers. In this case, there is no need for the delivery of the abovementioned notice.
The shareholders shall address to the Chairman of the Board of the General Meeting, by registered mail with acknowledgement receipt to be delivered until that date at the registered office of the Company, a closed envelope including the ballot paper duly filled out, and signed by the representative of the shareholder together with a copy of the legal document evidencing the respective powers, in case of companies or, in case of natural persons, signed together with the copy of the national identity card or an equivalent identification document.
The letter containing the voting statement shall also include a legible copy of the national identity card or an equivalent identification document of the shareholder or, in the event that the shareholder is a legal person, the voting statement shall be signed by the person who legally represents the legal person, and also include a copy of the legal document evidencing the correspondent powers.
The submission of this letter does not create an exemption from need to previously comply with the formalities laid down in Number 3 above.
The letters containing the voting statements will be opened by the Chairman of the Board of the General Meeting at the beginning of the voting of the respective item on the agenda and after the verification that the quorum to hold the meeting is established. The result of the voting by mail in relation to each item on the agenda is disclosed concerning the respective item.
The voting rights exercised by mail are deemed as negative votes (i.e. dissenting votes) regarding proposals of resolutions submitted after the date on which those votes have been cast, pursuant to article 12 no. 6 of the Articles of Association of REN.
The presence of the shareholder at the General Meeting determines the revocation of the vote cast by mail.
5. Proxy Voting
The shareholders may be represented by persons with full legal capacity, by communicating the appointment of the representative to the Chairman of the Board of the General Meeting.
The presence of the shareholder at the General Meeting determines the revocation of the proxy.
The shareholder may address to the Chairman of the Board of the General Meeting, to the registered office of the Company, a notice signed by the legal representative of the Shareholder together with, a copy of the legal document evidencing the respective powers, in case of legal persons, or, in case of natural persons, a notice signed together with a copy of their national identity card or an equivalent identification document.
In the cases in which the beneficiary of the shares uses a proxy company for voting representation and management at the General Meeting, an additional statement issued by the beneficiary shall be addressed to the Chairman of the Board of the General Meeting and shall have the following content:
“We, (name of the entity) hereby declare that we authorise (proxy entity), to issue and sign on our behalf any type of documentation, including Powers of Attorney, regarding the representation at REN - Redes Energéticas Nacionais, SGPS, S.A.’s General Meeting.”
The submission of this letter does not create an exemption from the need to previously comply with the formalities laid down in Number 3 above.