April 2010
EDP - Energias de Portugal, S.A.
Praça Marquês de Pombal, nr 12 - 1250-162 Lisbon
NIPC 500697256, Registered with nr.1805 at CPR of Lisbon
Share Capital: EUR 3.656.537.715 - Listed Public Company
In accordance with the law and the Articles of Association, following the request of the General and Supervisory Board and of the Executive Board of Directors, I hereby convene all Shareholders of EDP – Energias de Portugal, S.A. (“EDP”), a listed company, with head office at Praça Marquês de Pombal, no. 12, 1250-162 Lisbon, with the sole number of registration with the Commercial Registry Office of Lisbon and with the tax authorities 500.697.256, with the share capital 3,656,537,715 Euros, to meet at the Annual General Shareholders' Meeting, which will take place at Auditório I of Centro de Reuniões of FIL, at Rua do Bojador, Parque das Nações, Lisbon, on April 16th, 2010, at 15 pm.
The representation of a Shareholder is made, through letter, delivered to the Chairman of the General Shareholders' Meeting, until 17 hours of the second last day prior to the meeting and addressed to the head office located at Praça Marquês de Pombal, no. 12, 1250 - 162 Lisbon.
Specimen Proxy Form: Download
Shareholders that may attend to the General Shareholders' Meeting may also exercise their voting right by correspondence in relation to any items in the agenda, by letter, bearing a signature similar to the one on the identification card, addressed to the Chairman of the General Shareholders' Meeting and sent by registered mail with acknowledgement of receipt, which must be received at the head office of the company until April 13th, 2010. The same envelope shall contain a legible copy of the identification card of the signer.
Ballot Paper: Download
The Shareholders that may attend the general Shareholders' Meeting may also exercise its voting right by correspondence; for that purpose the referred Shareholders shall express such intention in the head office to the Chairman of the General Shareholders Meeting or to the latter through EDP’s website (www.edp.pt), with the necessary prior notice in order to permit its exercise until April 13th, 2010; following this procedure the Shareholders will receive a registered letter, addressed to the address indicated in the declaration of the financial intermediary to which the registry of the shares an account has been entrusted, which contains the electronic address to used for purposes of exercising voting rights and a identifying code (password) mentioning the e-mail with which the Shareholder may exercise, until, April 13th, 2010, its voting rights.
a) According to number 1 of article 14 of the Articles of Association of EDP, only shareholders with voting right may attend the General Shareholders' Meetings, as well as the persons whose presence is considered as justified by the Chairman of the General Shareholders' Meeting.
b) To each share corresponds one vote.
c) Shareholders may only participate and vote at the General Shareholders' Meeting, in person or through a representative, or exercise its voting rights by correspondence, by post or electronically, if such Shareholders own, at least, one share as of 00:00 hours (GMT) of the fifth negotiation day prior to the date of General Shareholders' Meeting, ie, April 12th, 2016 (“Registration Date”).
d) The exercise of participating and voting rights at the General Shareholders' Meeting is not prejudiced by the transfer of shares after the Registration Date, nor is dependent from the respective block between the Registration Date and the date of the General Shareholders' Meeting.
e) Shareholders that intend to participate at the General Shareholders' Meeting must declare previously and in writing such intention, (i) to the Chairman of the General Shareholders' Meeting and (ii) to the financial intermediary to which the book-entry registry of the shares has been entrusted, at the latest, until 11:59 pm (GMT) of the negotiation day prior to the Registration Date, ie, April 11th, 2016. For this effect, Shareholders may use the automatic statement form that will be available at EDP’s website (www.edp.pt) or the available paper form at the referred Internet website and at EDP’s registered office, from the date this notice to convene meeting is disclosed.
f) Financial intermediaries who are informed of their clients' intention in participating in the General Shareholders' Meeting must send to the Chairman of the General Shareholders' Meeting, until 11:59 pm (GMT) of the Registration Date, ie, April 12th, 2016, information regarding the number of shares registered on behalf of each one of its clients with reference to 00:00 hours of the Registration Date, and may, for that purpose, use the e-mail address edp.ag@edp.pt.
g) Shareholders who, by professional title, own shares on its own name, but on behalf of clients, may vote on a different way with their shares, as long as, in addition to the participation statement and the sending, by the respective financial intermediary, of the information above referred, they present to the Chairman of the General Shareholders' Meeting, until 11:59 pm (GMT) of the day prior to the Registration Date, ie, April 11th, 2016, sufficient and proportional evidence, of (i) identification of each client (it is understood that the indication of the legal entity number issued by the competent authority at the country of origin will constitute a sufficient and proportional evidence of such identification), (ii) number of shares to vote on each client’s account and (ii) vote instructions, specific for each item of the Agenda, given by each client.
h) Under article 22 of the Portuguese Securities Code and article 14 of the Articles of Association, Shareholders that may attend to the General Shareholders' Meeting may also exercise their voting right by correspondence in relation to any items in the agenda, by letter, bearing a signature similar to the one on the identification card, addressed to the Chairman of the General Shareholders' Meeting and sent by registered mail with acknowledgement of receipt, which must be received at the head office of the company until April 13th, 2010. The same envelope shall contain a legible copy of the identification card of the signer.
i) The Shareholders that may attend the general Shareholders' Meeting may also exercise its voting right by correspondence; for that purpose the referred Shareholders shall express such intention in the head office to the Chairman of the General Shareholders Meeting or to the latter through EDP’s website (www.edp.pt), with the necessary prior notice in order to permit its exercise until April 13th, 2010; following this procedure the Shareholders will receive a registered letter, addressed to the address indicated in the declaration of the financial intermediary to which the registry of the shares an account has been entrusted, which contains the electronic address to used for purposes of exercising voting rights and a identifying code (password) mentioning the e-mail with which the Shareholder may exercise, until, April 13th, 2010, its voting rights.
j) The Chairman of the General Shareholders' Meeting shall verify the authenticity and regularity of the votes issued by correspondence, post or electronically, as well as assure their confidentiality up to the moment of the casting of votes. Those votes are deemed negative votes in relation to proposals of resolutions presented after the date on which those votes have been issued.
The documents and information concerning the items of the Agenda will be made available to the Shareholders, for consultation at the head office and at EDP’s website (www.edp.pt), from April 1st, 2010.
Item One – Resolve on the individual and consolidated accounts' reporting documents for the 2009 financial year, including the sole management report (which includes a chapter regarding corporate governance), the individual accounts and consolidated accounts, the annual report and the opinion of the General and Supervisory Board and the legal certification of individual and consolidated accounts.
Item Two – Resolve on the proposal for the allocation of profits in relation to the 2009 financial year.
Item Three – Resolve on the general appraisal of the management and supervision of the company, in accordance with article 455 of the Portuguese Companies Code.
Item Four – Granting of authorization to the Executive Board of Directors for the acquisition and sale of treasury stock by EDP and subsidiaries of EDP.
Item Five – Granting of authorization to the Executive Board of Directors for the acquisition and sale of treasury bonds by EDP and subsidiaries of EDP.
Item Six – Resolve on the members of the Executive Board of Directors remuneration policy presented by the Remuneration Committee of the General and Supervisory Board.
Item Seven – Resolve on the remaining members of corporate bodies remuneration policy presented by the Remuneration Committee elected by the General Shareholders Meeting.
Item Eight - Resolve on the election of a General and Supervisory Board member.
1. The EDP Supplier Code of Conduct applies to entities that supply or intend to supply goods and services to any of the EDP Group companies (hereafter “Supplier” or “Suppliers”), which is deemed to be the group of companies in a control or group relationship with EDP, regardless of whether their headquarters are in Portugal or another country.
2. Approval and compliance with the Code of Conduct is a contractual obligation. It is a binding annex of the bidding documents for EDP Group procurement as well as in contracts for the supply of services or sale of goods, to be signed by the supplier and any EDP Group company. The contracts to be signed by the EDP Group and Suppliers shall envisage that in case of serious or systematic breach of this code, the EDP Group may terminate the contractual relationship.
3. This Code of Conduct does not establish commitments contrary to existing law, regulations or current contractual provisions, nor does it add or derogate from new rights. Its provisions and standards are supplementary in nature.
4. Suppliers should promote the adoption of sustainability policies in procurement and make the best efforts to ensure that levels of demand equivalent to those of this Code are also respected in their own supply chains.
Suppliers of the EDP Group agree to the following commitments, taking as reference the principle of highest demand:
Compliance commitments
a) Comply with national and international legislation in force that is applicable within the scope of the existing contractual relationship with the EDP Group, namely the laws, regulations, the operational, technical and sectoral rules and regulations, on matters such as: processing and protection of personal data, combating corruption, separation of activities in the sector, anti-trust, environment, health and safety, intellectual property rights, as well as the contractual arrangements established with the EDP Group companies.
b) Not to pursue, permit, consent to or collude with any activity, practice or conduct likely to constitute or appear to be an act of bribery and/or corruption, criminally punishable under applicable law. Also, to institute procedures and implement necessary and appropriate measures aimed at preventing their occurrence.
c) Respect internationally accepted corporate principles, values and best practices in matters concerning human rights, labor rights, workplace safety and health, prevention and combating corruption, and having measures in place to prohibit the practice of anti-trust acts or acts seeking to restrict competition in the market.
Ethical commitments
a) Promote and respect the highest ethical, moral and human integrity standards, in particular the principles enshrined in the EDP Group Code of Ethics.
b) Respect the principles and commitments with customers and communities, whenever acting on behalf of the EDP Group, working in their facilities or using their information.
c) Inform, through the Ethics Ombudsman or other EDP Group Ethics channels, of the existence of potential conflicts of interests in relations with the EDP Group, whether of a business or personal nature.
d) Refrain from offering gifts, goods or free services, or coerce or restrict EDP Group employees in any way to influence their business dealings with the EDP Group.
e) Truthfully and accurately convey information concerning management practices.
Environmental commitments
a) Comply with national legislation and international standards for environmental protection, and obtain the environmental certifications required for their business activities.
b) Identify, monitor and mitigate the environmental risks and impacts of their activities, products, materials and means of transport, promoting continuous improvement and conserving the environment.
c) Promote the continuous streamlining of the consumption of energy and natural resources and the reduction of emissions and waste generated by the business activity.
d) Comply with the EDP Group’s environmental requirements when acting on EDP Group premises or facilities or acting on behalf of the EDP Group.
Labor commitments
a) Respect freedom of association and the collective bargaining of their workers, establishing mechanisms of dialogue free from any reprisals or discrimination.
b) Ensure and promote the respect for free labor, based on fair and transparent contracts for workers, refusing to use and be complicit with forced labor, unjustified restrictions on free movement, misappropriation of documents and remuneration and human trafficking.
c) Respect diversity, promoting equality and non-discrimination based on race, age, gender and sexual or marital orientation, ethnic or national origin, name, disability, pregnancy, religion, politics, cultural or trade union orientation. Respecting also any other conditions that may be defined by contract or protected by applicable law.
d) Ensure adequate remuneration to workers, in accordance with current legislation and collective labor agreements, when applicable, which shall be paid on time, respecting the minimum wages established in each country, paying overtime and other compensation, social security contributions and taxes that are due.
e) Ensure compliance with current labor legislation and collective labor agreements, when applicable, regarding the maximum normal and supplementary working hours, as well as the rest periods and rest days.
f) Prevent any form of child labor, under national regulations and ILO 138 of the International Labor Organization.
g) Establish disciplinary measures and procedures in accordance with the laws and international conventions, publicizing the standards and ensuring the hearing and defence by those accused of disciplinary breaches, and preventing in all cases any intimidation, verbal or physical abuse or aggression, or any other type of moral or physical harassment.
Workplace Safety and Health commitments
a) Comply with national legislation and international standards in force on workplace safety and health, as well as the EDP Safety Policy and the specific certifications required, observing the precautionary principle in all activities, promoting responsibility and the awareness of everyone involved.
b) Identify, monitor and record all risks associated with their activity and specific work tasks, establishing prevention, reduction and continuous improvement measures.
c) Train the workers and equip them with the means and equipment for their personal protection, ensuring they have adequate working conditions.
d) Define accident management and emergency preparation measures appropriate to the type of activity, location and circumstances.
e) Comply with the EDP Group’s Safety and Health requirements when acting on EDP Group premises or facilities or acting on behalf of the EDP Group.
Community and Human Rights commitments
a) Promote the consultation, respect and protection of human rights, the dignity of people and privacy of each individual, of the communities on which the business activities impact in their area of influence.
b) Ensure that all business activities are conducted without recourse to violence or abuse and reject and refuse any complicity with human rights violations.
Management commitments
a) Adopt management procedures that permit compliance with this Code to be monitored. There is an obligation to report any serious breaches to EDP and to provide evidence of compliance when requested by EDP.
b) Ensure that all persons employed, regardless of the nature of the legal relationship, comply with the provisions of this Code of Conduct and are informed, qualified and competent to perform their duties in accordance with its terms.
This code was approved by the Executive Board of Directors (EBD) on May 12th 2017.
Key data
Duration: 30 months
Overall budget: 2M €
Demonstrators: Porto and Hasselt
Goals
AmBIENCe is a project aiming at extending the concept of Energy Performance Contracts (EPCs) to active buildings (with accessible and valorised flexibility) and making it available and appealing to a wider range of buildings (and group of buildings), combining savings from traditional energy efficiency measures with additional earnings coming from the deployment of (implicit and explicit) Demand Response schemes. The active EPC will be deployed with an eye toward favouring:
- the investment in efficient equipment and services for both public bodies and private actors;
- the empowerment of consumers that will better manage their energy consumption;
- the energy efficient renovation of buildings to provide additional comfort and safety features for consumers.
Highlights
- Led by VITO NV
- NEW R&D leads the implementation and validation work package
Demonstrators
- Porto (Portugal): the Active EPC concept will be deployed in two EDP office buildings inaugurated in 2011, with an incorporated set of efficiency measures. The demonstration will focus on collecting knowledge regarding the mixing and combination of energy efficiency measures with other-than-energy services, in a general and multi-functional offering to further assess the applicability and bankability in the future.
- Hasselt (Belgium): the Active EPC concept will be deployed inside the campus buildings of the PXL University College. The demonstration will focus on enhanced energy efficiency and renovation of 15 campus buildings by unlocking the potential of HVAC, regulation and lighting systems. Building specific consumption and flexibility/storage models will be implemented with control algorithms to determine optimal control strategies for given contexts (e.g. specific regulation and tariff structures) and scenarios (evolution of costs etc.). Additionally, specific user behaviour models will be integrated into existing buildings (using sensorization, ICT and IoT).
NEW R&D’s scope
NEW R&D will be the leader of the implementation and validation work package and the responsible for the Portuguese pilot, where, together with EDP Comercial, it will:
- Test and validate the Active Building EPC concept in 2 pilot building sites;
- Deploy and extend measurements and data collection to formulate an Active Building EPC;
- Provide and verify additional complementary non-energy services, thus checking the interaction between energy and non-energy requirements;
- Develop Active Building EPCs that appeal to building owners, and that facilitate new business opportunities for commercial partners;
- Showcase the potential of a transparent offer that relates savings/earnings to parameters people can understand and trust;
- Monitor the impact on energy/savings considering the buildings’ available flexibility (compared with conventional EPC and without EPC).
NEW R&D will also be steering the scenario development and energy system impact calculation of the active control adoption, as well as deliver an exploitation plan for commercial partners, based on the active EPC concept.
Partners
Item 1 of the Agenda
Proposal of the Executive Board of Directors
Resolve on the individual and consolidated accounts' reporting documents for the 2009 financial year, including the sole management report (which includes a chapter regarding corporate governance), the individual accounts and consolidated accounts, the annual report and the opinion of the General and Supervisory Board and the legal certification of individual and consolidated accounts.
Item 2 of the Agenda
Proposal of the Executive Board of Directors
Item 3 of the Agenda
Proposal of the General and Supervisory Board
Opinion of the General and Supervisory Board on the vote of confidence to the Executive Board of Directors for their work in 2009.
Proposal of the Shareholders
Resolve on the general appraisal of the management and supervision of the company, in accordance with article 455 of the Portuguese Companies Code.
Item 4 of the Agenda
Proposal of the Executive Board of Directors
Item 5 of the Agenda
Proposal of the Executive Board of Directors
Item 6 of the Agenda
Item 7 of the Agenda
Item 8 of the Agenda
Proposal of the Shareholders
Orders of the Chairman of the General Shareholders' Meeting
EDP Group's procurement process is developed within the framework of the following Sustainable Procurement Policy
- Compliance with laws and regulations in force and internal governance procedures applicable to the activity of the interested stakeholders;
- Adoption of a responsible environmental policy that respects the environment by mitigating the adverse impact of the business activities;
- Equal, transparent and impartial treatment, ensuring advantageous dialogue and respect for the commitments mutually made;
- Making adequate consultation and communication channels available to all stakeholders;
- Adopting high moral and ethical standards and acting with integrity, based on the EDP Group Code of Ethics, abstaining from any practices of bribery, corruption, extortion or fraud;
- Confidentiality of all shared information, ensuring its non-transmission to others and respect between the parties involved;
- Elimination of conflicts of interest that undermine objectivity and independence in decision-making;
- Promotion of respect for dignity and human rights and rejection of any form of forced labor or child labor, harassment, discrimination, abuse or other types of physical or psychological violence;
- Satisfaction of the requirements concerning occupational safety, hygiene and health;
- Support for the economic development of local communities in which the group operates;
- Foster continuous improvement, innovation and the sharing of best practices in efficiency, quality of goods or services and the proposal of new market solutions / opportunities.
Extract of Minute of the EDP’s General Shareholders’ Meeting