/SHAREHOLDERS MEETING
/EXTRAORDINARY GENERAL MEETING 2011
/AGENDA
Agenda
The Members of the Board of Directors unanimously agree to convene an Extraordinary General Meeting of Shareholders of EDP Renováveis, S.A. in the Registered Office, Plaza de la Gesta nº 2, Oviedo, Spain, on June 21, 2011 at 12:00 am on the first call or, if there is no quorum, on a second call, on June 28, 2011, at the same place and time, with the following.
AGENDA
First.- To increase the number of the members of the Board of Directors in one (1) member, so that the Board of Directors will have seventeen (17) members.
Second.- Board of Directors: re-elections and nominations of Directors:
Second A: Re-elect Mr. João Manuel de Mello Franco as Director for the term of three (3) years as set in the Bylaws.
Second B: Re-elect Mr. Jorge Manuel Azevedo Henriques dos Santos as Director for the term of three (3) years as set in the Bylaws.
Second C: Re-elect Mr. José Fernando Maia de Araujo e Silva as Director for the term of three (3) years as set in the Bylaws.
Second D: Re-elect Mr. Rafael Caldeira de Castel-Branco Valverde as Director for the term of three (3) years as set in the Bylaws.
Second E: Re-elect Mr. João José Belard da Fonseca Lopes Raimundo as Director for the term of three (3) years as set in the Bylaws.
Second F: Re-elect Mr. Antonio do Pranto Nogueira Leite as Director for the term of three (3) years as set in the Bylaws.
Second G: Re-elect Mr. Francisco José Queiroz de Barros de Laçerda as Director for the term of three (3) years as set in the Bylaws.
Second H: Re-elect Mr. Manuel Menéndez Menéndez as Director for the term of three (3) years as set in the Bylaws.
Second I: Appoint Mr. João Paulo Nogueira da Sousa Costeira as Director for the term of three (3) years as set in the Bylaws.
Second J: Appoint Mr. Gabriel Alonso Imaz as Director for the term of three (3) years as set in the Bylaws.
Second K: Appoint Mr. Luis de Abreu Castello-Branco Adao da Fonseca as Director for the term of three (3) years as set in the Bylaws.
Third.- Board of Directors: re-election of Directors in order to start all the terms on the same date as the rest of the members of the Board of Directors:
Third A: Re-elect Mr. Antonio Luis Guerra Nunes Mexía as Director for the term of three (3) years as set in the Bylaws.
Third B: Re-elect Mrs. Ana Mª Machado Fernandes as Director for the term of three (3) years as set in the Bylaws.
Third C: Re-elect Mr. Joao Manuel Manso Neto as Director for the term of three (3) years as set in the Bylaws.
Third D: Re-elect Mr. Nuno María Pestana de Almeida Alves as Director for the term of three (3) years as set in the Bylaws.
Third E: Re-elect Mr. Rui Manuel Rodrigues Lopes Teixeira as Director for the term of three (3) years as set in the Bylaws.
Third F: Re-elect Mr. Gilles August as Director for the term of three (3) years as set in the Bylaws.
Forth.- Amendments to the Bylaws:
Forth A: Amendment of Article 12.4 of the Bylaws to adapt the formalities of the General Shareholders’ Meeting Summon to the requirements of the Companies Act (Ley de Sociedades de Capital).
Forth B: Amendment of Article 12.6 of the Bylaws to allow the General Shareholders’ Meeting being held in any city of Spain according to the faculty included in the Companies Act (Ley de Sociedades de Capital).
Forth C: Amendment of Article 26 of the Bylaws to add a new paragraph, 26.4, and the enumeration of the other paragraphs of this article, with the purpose of limiting any kind of remuneration received by the members of the Board of Directors, besides the one described on paragraphs 1 and 2 of the said Article, to a maximum annual amount to be established by the General Shareholders’ Meeting.
Forth D: Amendment of Article 27.3 of the Bylaws with to increase the number of members of the Executive Committee to a minimum of six (6) and maximum of nine (9).
Fifth.- To establish a maximum limit to the Directors remuneration according to Article 26.4 of the Bylaws.
Sixth.- Delegation of powers to the formalization and implementation of all resolutions adopted at the General Shareholders’ Meeting, for the purpose of celebrating the respective public deed and to permit its interpretation, correction, addition or development in order to obtain the appropriate registrations.