The capital stock of EDP Energias do Brazil S.A. consists solely of common shares, which have the following rights:
- Each of our common shares entitles its holder to one vote in resolutions in General Meetings. Common shares are indivisible. When a share belongs to more than one person, a partnership will be created and the attached rights will be exercised by the representative of the joint-owners. Pursuant to our by-laws and to our listing agreement with BM&F Bovespa in connection with the listing of the common shares on the Novo Mercado , we cannot issue shares without voting rights or with restricted voting rights.
- Holders of our common shares are entitled to dividends or to other distributions made to shareholders in proportion to their ownership of outstanding shares. In the event of our liquidation, the common shares are entitled to a return of capital in proportion to their share of our net worth.
- Holders of our common shares are not required to subscribe in future capital increases.
- 100% Tag along– Our common shares have a right to be included in a public offer for the acquisition of shares as the result of the sale of control of our company, at 100% of the price paid per common share for the controlling shares, in order to assure equal treatment among all our shareholders.
- Pursuant to our by-laws, if the controlling interest in our company is disposed of, either directly or indirectly, through a single or successive transactions, the same terms and conditions of purchase must be extended by the acquirer in an offer to buy all of the shares of our other shareholders within 90 days from the date of acquiring the controlling shares, so as to assure equal treatment among all of our shareholders.
- The same tender offer must also be made if there is a significant assignment of rights to purchase our shares and other instruments or rights related to securities convertible into our shares, which may result in the change of our control.
- In addition, this tender offer to purchase our outstanding shares must also be made if our controlling shareholders sell their controlling shares to a third-party. In this case, the controlling shareholders must declare the value received for our control to the CVM and Bovespa.
- Any shareholder that acquires control of our company through a private contract with our controlling shareholders involving any quantity of shares must (i) make a tender offer according to the terms described above, and (ii) pay to any shareholders from which shares were acquired through the stock exchange, during the six months prior to the date of the sale of control, an amount equal to the difference between the price paid to the selling controlling shareholder and the value paid in the stock exchange for our shares during that period, duly adjusted to account for inflation until the date of actual payment.
- The change of our control, in any case, is subject to the approval of ANEEL.