1. What is the General Shareholders’ Meeting?
The General Shareholders’ Meeting is the corporate body composed by all the shareholders of the company, which must, notably: (i) appreciate the management of the board of directors, discuss and vote the balance sheet, the accounts and the opinions of the auditing committee and of the chartered accountant to resolve on the allocation of the income statement; (ii) elect the members of the General Shareholders’ Meeting Board, the directors and the chartered accountant; (iii) resolve on any amendments to the by-laws; (iv) resolve on the remuneration of the members of the corporate bodies, including, designate a remuneration committee for this purpose; or (v) resolve on any other subject which is included on its powers and for which the General Shareholders’ Meeting has been convened.
2. Who is competent to direct the works of the General Shareholders’ Meeting?
The works of the General Shareholders’ Meeting are directed by the General Shareholders’ Meeting Board, which is composed of its Chairman and Vice-Chairman, elected by the General Shareholders’ Meeting itself, being assisted by the Secretary of the company.
3. Who can attend and vote in the General Shareholders’ Meeting?
Only have the right to attend and vote in the General Shareholders’ Meetings the shareholders with voting rights.
Pursuant to the by-laws, for purposes of attending the General Shareholders’ Meetings, only are deemed as shareholders those who have addressed to the Chairman of the Shareholders’ Meeting Board, as of the fifth business day prior to the date of the meeting, a statement issued and certified by the financial intermediary responsible for the individualized registration of the shares. Such document must state that the shares representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are registered on behalf of the shareholder and blocked, with, at least, five business days in advance of the date of the meeting.
Each share corresponds to one vote, therefore any shareholder who addresses to the Chairman of the General Shareholders Meeting Board a statement issued and certified by the financial intermediary responsible for the individualized registration of the shares, declaring that, at least, one share representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. is registered on behalf of the shareholder and blocked as of the date of the Annual General Shareholders’ Meeting may attend to such meeting.
Shareholders without voting rights and bondholders may not attend the General Shareholders’ Meetings.
4. Are there any limitations to the exercise of the voting rights?
Although the by-laws do not establish a limit to the exercise of the voting rights, the Law provided for restrictions to the ownership of shares representing more than 5% or 10% of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A., respectively, in case the holders are entities with activities or interests in the energy business or not.
Therefore, the by-laws establish that, while the invalidity of cases of ownership which do not comply with the provisions of paragraphs e) and f) of number 2 of article 25 of Decree-Law nr. 29/2006, of February 15, and paragraphs e) and f) of number4 of article 21 of Decree-Law nr. 30/2006, of February 15, is not declared, the votes concerning class A shares issued by any shareholder, on his/her/its behalf or as representative of another shareholder, which exceed 10%, or in case of entities with activities or interests in the energy business, 5% of the votes corresponding to the share capital are not counted.
5. May I bring another person with me to the General Shareholders’ Meeting?
Pursuant to the law and the by-laws, the conditions to attend the General Shareholders’ Meeting are exclusively set forth with reference to the ownership of the shares which grant voting rights in accordance to the by-laws.
Article 379, nr. 6 of the Portuguese Companies Code sets forth that the presence of persons who do not hold the capacity of shareholders depends on the prior authorization of the Chairman of the General Shareholders Meeting Board. In any case, the General Shareholders’ Meeting may contest such presence. In the event there is no prior determination by the General Shareholders’ Meeting Board, it becomes impossible for persons who are not shareholders to attend to such meeting.
6. Which are the modalities of attending or exercise of voting rights in the General Shareholders’ Meeting?
There are 3 modalities at the disposal of the shareholders to attend or exercise the respective voting rights in the General Shareholders’ Meeting, namely: (i) to attend personally; (ii) to attend through a representative; (iii) through the exercise of the postal vote.
7. What shall I do to attend personally the General Shareholders’ Meeting:
The shareholders who intend to attend personally in the Annual General Shareholders’ Meeting shall:
(i) address to the head-offices of REN – Redes Energéticas Nacionais, SGPS, S.A. a statement issued and certified by the financial intermediary responsible for the individualized registration of the shares, declaring that such shares representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are registered on behalf of the shareholder and blocked with five business days in advance as of the date of the respective meeting.
(ii) hold the respective identity card; and
(iii) appear on General Shareholders’ Meeting place being advisable to appear about one hour before the time set forth for the beginning of the meeting, in order to allow the compliance with the previous procedures for the purpose of the meeting.
8. How can I obtain the statement concerning the registration of the ownership and block of shares?
The shareholders who intend to personally attend or be represented by a third party in the General Shareholders’ Meeting or exercise their voting rights by postal must require to the financial intermediary where the shares are registered, the issuance of a certified statement which confirms that the shares representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are registered on behalf of the shareholder and blocked, with five business days in advance as of the date of the respective meeting.
The requirement may be addressed to the financial intermediary by using the form that, for this purpose, is available for the shareholders on the site of the company in www.ren.pt.
9. How can I (or my representative) exercise the vote personally in the General Shareholders’ Meeting?
When you arrive to the site you shall go towards the existing clearance tables to comply with the previous procedures and where the documentation relative to the General Shareholders’ Meeting and the ballot papers will be delivered to you.
During the General Shareholders’ Meeting, the voting will be executed through the fulfilment of the ballot paper in respect of the item of the agenda proposed to voting. In such ballot paper the vote shall be indicated through the use of the sign X by the shareholder or his/her/its representative. After its fulfilment the ballot paper shall be delivered to the collaborators of the General Shareholders’ Meeting Board, who will keep them for optical reading.
10. What is necessary to attend the General Shareholders’ Meeting through a representative?
The shareholders may be represented by persons with full legal capacity, to the extent that they inform the Chairman of the General Shareholders’ Meeting Board about the appointment of the representative, until 17 p.m. on the last but one business day before the date of the General Shareholders’ Meeting.
In the cases in which the beneficial of the shares uses a proxy company for representation and management of the voting in the General Shareholders’ Meeting, an additional statement issued by the beneficial shall be addressed to the Chairman of the General Shareholders’ Meeting Board 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 Power of Attorneys, regarding representation at REN Redes Energéticas Nacionais, SGPS, S.A..”
11. How can I exercise the postal vote?
The shareholders with voting rights may exercise them by postal, in relation to each of the items of the agenda, through the fulfilment of the ballot paper, with signature identical to the one included in the identity card, addresses to the Chairman of the General Shareholders’ Meeting Board, sent by registered mail with acknowledgement receipt to the head-offices of the company.
The shareholders may request to the Chairman of the General Shareholders’ Meeting Board postal ballot papers, by sending a notice to the head-offices of the Company, including the address where the ballot papers must be sent back. Alternatively, the shareholders may access to the internet site www.ren.pt and download the ballot papers. In this case, there is no need for the above referred notice.
The letter including the voting statement shall also include a readable copy of the identity card of the shareholder or, in the event that the shareholder is a company, the voting statement shall be signed by the person who legally represents the company, and also include a copy of the legal document evidencing the respective powers.
The dispatch of this letter does not exempt the shareholders of sending, as of April 18, 2008, the respective statement of registration and block of shares, issued by the financial intermediary responsible for the registration in account of the shares held by the shareholder, in order to, in accordance to the provisions of article 12, nr. 8 of the by-laws of REN – Redes Energéticas Nacionais, SGPS, S.A., evidence the ownership of such shares and that the block of such shares has been executed, since, at least, the fifth business day in advance as of the date of the General Shareholders’ Meeting.
The letters including the voting statements will be opened by the Chairman of the General Shareholders’ Meeting Board in the beginning of the meeting and after verifying that the quorum to hold the meeting is established, the result of the postal votes in relation to each item of the agenda being disclosed in the respective item.
The voting rights exercised by postal are deemed negative (i.e. votes against) in relation to proposals of resolutions presented after the date of the issuance of such votes, under the terms set forth in article 12, nr. 6 of the by-laws of REN – Redes Energéticas Nacionais, SGPS, S.A..
12. May I cancel my postal vote?
Yes, provided that the vote is cancelled until the term of the period established for the exercise of the postal votes.
13. If I exercise my voting rights by postal may I, afterwards, attend the General Shareholders’ Meeting?
Yes. However, if you or your representative attends the General Shareholders’ Meeting, that fact determines the revocation of the exercise of the postal vote.
14. How can I include new items on the agenda of the General Shareholders’ Meeting?
The shareholder or group of shareholders owner of shares corresponding to, at least, 5% of the share capital, during the 5 days after the last disclosure of the agenda, may request, in writing, to the Chairman of the General Shareholders’ Meeting Board to provide for the inclusion of new items.
15. How can I include new proposals in the context of the existing agenda of the General Shareholders’ Meeting?
New proposals may be presented in relation to each item of the agenda by any shareholder with voting rights, prior to the voting of the respective proposals.
16. Which is and how is calculated the quorum to hold the General Shareholders’ Meeting and to resolve on such meeting?
The General Shareholders’ Meeting only may be held and resolve, after the first notice to convene, to the extent that the shareholders who own shares representing 51% of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are present or represented.
The resolutions on amendments to the by-laws are only deemed approved by two thirds of the voting rights issued in the General Shareholders’ Meeting.
The quorum to hold the meeting is calculated by the sum of the shares owned by the shareholders who have voted by postal and of the shares held by the shareholders who are present or represented in the General Shareholders’ Meeting. The quorum to resolve on the meeting is calculated through the same formula for each item of the agenda.
17. How can I acknowledge the resolutions approved in the General Shareholders’ Meeting?
When the General Shareholders Meeting is closed, REN – Redes Energéticas Nacionais, SGPS, S.A., discloses the resolutions approved by the shareholders, through the internet site www.ren.pt and through the information disclosing system of the Securities Market Commission (“Comissão do Mercado de Valores Mobiliários”) at www.cmvm.pt.
In addition, the shareholders attending the General Shareholders’ Meeting or who have voted by postal may require to the Chairman of the General Shareholders’ Meeting Board a copy of the minutes of the referred meeting. Such minutes will be provided as soon as it is possible to disclose it.