General meeting

The work of the General Meeting is directed by the Board of the General Meeting, which is composed of the respective Chairperson and Deputy-Chairperson, elected by the General Meeting itself, with the Company Secretary acting as secretary.

Only shareholders with voting rights have the right to attend and vote at General Meetings.

In accordance with the Articles of Association, only those who have sent to the Chairperson of the General Meeting, up to the fifth working day prior to the General Meeting, a declaration issued and authenticated by the financial intermediary responsible for the individual registration of shares, certifying that the shares representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are registered in the name of the shareholder and blocked, at least five working days prior to the respective meeting, are considered to be shareholders for the purpose of participating in the General Meeting.

Each share corresponds to one vote, so that any shareholder who sends to the Chairperson of the General Meeting a declaration issued and authenticated by the financial intermediary responsible for the individual share register, certifying that at least one share representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. is registered in the shareholder’s name and blocked until the date of the Annual General Meeting, may participate in that meeting. Shareholders without voting rights and bondholders cannot participate in General Meetings. 

Although the Articles of Association do not stipulate a limit on the exercise of voting rights, the Law provides for restrictions on the very ownership of shares representing more than 25% of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. 

To that extent, the Articles of Association determine that, while situations of share ownership in contravention of the provisions of article 25(2)(i) of Decree-Law 29/2006 of 15 February, and article 20-A(3)(b) and article 21(3)(h) of Decree-Law 30/2006 of 15 February, both as amended, are not declared invalid, the votes associated with class A shares, cast by any shareholder in their own name or as representatives of another, that exceed 25% of the total votes corresponding to the share capital, shall not be counted.

In accordance with the law and the Articles of Association, the conditions for participation in the General Meeting are established exclusively by reference to the ownership of shares that confer voting rights under the Articles of Association. 

Article 379(6) of the Portuguese Commercial Companies Code makes the presence of persons who are not shareholders conditional on prior authorisation from the Chairperson of the General Meeting, and the General Meeting may, in any case, oppose such presence. In the absence of a prior determination by the Board of the General Meeting, the possibility of persons other than shareholders attending the meeting shall be excluded.

There are three ways available for shareholders to participate or exercise their voting rights at the General Meeting: 

• by personal presence; 
• through a representative; 
• by exercising the right to vote by post. 

Shareholders who wish to attend the Annual General Meeting in person should: 

• send to REN’s registered office a declaration issued and authenticated by the financial intermediary responsible for the individual registration of shares, certifying that the shares representing the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are registered in the name of the shareholder and blocked, at least five working days prior to the date of the meeting;
• hold the corresponding identity card;
• appear at the venue of the General Meeting, and it is recommended that they do so approximately one hour before the time set for the beginning of the works, in order to allow for the timely compliance with the previous formalities for that purpose. 

Shareholders wanting to participate personally or to be represented by a third party in the General Meeting or to exercise their vote by post should request the financial intermediary where their shares are registered to issue a certified statement attesting that the shares representing REN – Redes Energéticas Nacionais, SGPS, S.A. share capital are registered in the shareholder’s name and blocked, at least five working days before the date of the meeting. 

The request may be addressed to the financial intermediary through the use of the application form that, for that purpose, is available to shareholders on the company’s website at www.ren.pt.

When you arrive at the venue, you should go to the existing accreditation desks to complete the previous formalities, where you will be given the documentation relating to the General Meeting and the ballot papers. 

During the course of the General Meeting, voting shall be conducted by completing the ballot paper in respect of the item on the agenda being voted on, in which the voting intention of the shareholder or their representative must be indicated by means of an X. The completed ballot paper should be handed to the employees of the Board of the General Meeting who will collect it for optical reading. Voting procedures will be explained in greater detail on the day of the General Meeting, and any doubts that may arise should be clarified with the Board of the General Meeting. 

Shareholders may be represented by individuals with full legal capacity, by communicating the appointment of the representative to the President of the General Meeting, until 5:00 pm on the penultimate business day before the General Meeting. In situations where the beneficiary of the shares uses a proxy firm for representation and management of votes at the General Meeting, an additional declaration by the beneficiary himself shall be sent to the President of the General Meeting, with the following content:

"We, (nome da entidade) hereby declare that we authorise (entidade de proxy), 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. General Meeting." 

Shareholders with voting rights may exercise them by post, on each of the items on the agenda, by filling in a voting form, with a signature identical to that on their identity card, addressed to the Chairperson of the General Meeting, and sent by registered mail with acknowledgement of receipt to the Company’s Head Office. Shareholders may request voting ballots by post from the Chairperson of the General Meeting, by sending a letter to the Company’s registered office, indicating the address to which the ballot papers should be sent. Alternatively, shareholders may access the website at www.ren.pt and obtain ballot papers. 

In this case, it will not be necessary to send the above-mentioned letter. The letter containing the vote declaration must be accompanied by a legible photocopy of the shareholder’s identity card or, in the case of a shareholder that is a legal entity, the vote declaration must be signed by the legal representative with a photocopy of the legal document attesting their powers. 

 The sending of this letter does not exempt the shareholder from sending the corresponding declaration of registration and blocking of shares, issued by the financial intermediary entrusted with the service of registering in an account the shares held by them, in order to carry out, in accordance with the provisions of article 12(8) of REN – Redes Energéticas Nacionais, SGPS, S.A.’s Articles of Association, the proof of ownership of the shares and that the shares have been blocked since, at least, the fifth working day prior to the date of the General Meeting. 

Letters containing the voting declarations shall be opened by the Chairperson of the General Meeting at the beginning of the meeting and after verifying that a quorum exists, and the result of the vote by post for each item on the agenda shall be disclosed under the item it concerns. 

Votes by post count as negative votes (i.e., votes against) for deliberation proposals presented after the date on which those votes were issued, in accordance with the provisions of article 12(6) of REN – Redes Energéticas Nacionais, SGPS, S.A.’s Articles of Association. 

You may, provided that you do so by the end of the period established for the exercise of postal voting. 

Yes. However, your presence at the General Meeting, or that of your representative and the exercise of the respective voting right implies the revocation of the vote exercised by post. 

A shareholder or group of shareholders holding shares representing at least 5% of the share capital may, within five days following the last publication of the agenda, request in writing, addressed to the Chairperson of the General Meeting, that new items be included.

On the other hand, new proposals may be presented for each item on the agenda, by any shareholder with the right to vote, prior to voting on the corresponding proposals.

The General Meeting can only meet and deliberate, on first convening, provided that shareholders holding shares representing at least 51% of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. are present or represented. 

Decisions to amend the Articles of Association are only deemed approved by two-thirds of the votes cast at a General Meeting. 

The constitutive quorum is calculated by adding the shares held by shareholders who have voted by post and the shares held by shareholders who are present or represented at the General Meeting, with the deliberative quorum being calculated in the same way for each of the items on the agenda.

Once the General Meeting is closed, REN – Redes Energéticas Nacionais, SGPS, S.A. publishes the resolutions approved by shareholders on its website at www.ren.pt and on the information dissemination system of the Portuguese Securities and Exchange Commission at www.cmvm.pt. 

On the other hand, shareholders who attended the General Meeting, or who voted by post, may request a copy of the minutes of that meeting from the Chairperson of the General Meeting, which will be made available to them as soon as possible.