EDP Energias do Brasil publishes its information through Market Announcements, Material Facts, Results Releases and quarterly and annual financial statements, among others. This information is submitted to CVM/B3 and automatically made available in our website www.edp.com.br/ir, “Investors” section and sent by e-mail to those registered to receive it. To register, please click here. Complete financial statements are published annually by the newspapers “Valor Econômico” and by the “Diário Oficial do Estado de São Paulo”.
A Material Fact is any decision by the controlling shareholders, resolution of the General Meeting or of the Management, or any act or fact of an administrative, technical, business or economic-financial nature that has occurred or related to the company’s business which materially influence (i) the price of securities issued by the company; (ii) investors’ decisions to buy, sell or hold these securities or any other securities benchmarked to them; (iii) investors’ decisions to exercise any inherent rights as owners of the securities or any other securities benchmarked to them. The company is required by the regulators (in Brazil, by the CVM), to effect immediate disclosure simultaneously in all a markets in which the respective securities are eligible for trading if a fact is deemed as material.
An Announcement is all and any information provided by management for increasing the transparency of corporate policy although having no major impact on the prices of the respective securities or on the decision of investors to buy, sell or hold the respective securities or on the decision of the investors to exercise any rights inherent to the ownership of the respective securities. The disclosure of timely and transparent information to the market is part of good Corporate Governance practice.
The AGM is a meeting for shareholders convened by the Board of Directors for (i) taking cognizance of management accounts and examining and voting the financial statements; (ii) taking a decision on the allocation of the net income for the fiscal period and distribution of dividends; (iii) electing management and the members of the Fiscal Council, as the case may be. Should be held annually in the first four months following the end of the fiscal year.The EGM is a meeting for shareholders convened to discuss and decide on all and any matter which is not restricted to the AGM.
On listing on B3’s Novo Mercado, the company adheres to the Novo Mercado Listing Regulations which provide for enhanced shareholder rights, improvement in the quality of disclosed information and, in determining the resolution of conflicts of interest through the Arbitration Panel, and offers investors the security of a more agile and specialized alternative forum for doing so. In addition, the Board of Directors of EDP Energias do Brasil is made up of 8 members, including 4 independent directors. There are also 4 advisory committees: Audit Committee, Sustainability Committee, Compensation Committee and Corporate Governance & Related Parties Committee.
Finally, we granted tag along rights to all our shareholders, meaning that the same conditions apply to those obtained by controlling shareholders upon the sale of a controlling interest in the company.
EDP Energias do Brasil’s shares are traded on the São Paulo Stock Exchange – B3 under the ENBR3 symbol.
Shareholders shall ensure that their registration data with Banco Itaú (the financial depository for the shares issued by the company) are kept updated to guarantee their rights in full. Updating stale registration data merely entails personally delivering the appropriate documentation to any branch of Itaú. Investors with updated bank registration data, whether as current account holders of Banco Itaú or other banks, shall automatically receive payouts on the starting date stipulated by the company together with notification via the “Book Entry Dividends Credit Notice”, which specifies all credit event data. Should investors have no registered banking data, dividends are held at their disposal, investors being required to contact a branch of Banco Itaú with all identification documents and the “Notice for Receipt of Book Entry Dividends”, received on the occasion by the shareholder in order to take receipt of the credit amount.
Pursuant to Law 6.404/76 (Corporate Law), EDP Energias do Brasil’s bylaws dictate that the minimum of 25% of the net income for the fiscal year shall be distributed to shareholders as a minimum mandatory dividend. However, the dividend shall not be mandatory in the event that this is incompatible with the company’s financial institution. It is EDP’s intention in Brazil to pay dividends and/or interest on shareholders’ equity of at least 50% of the respective adjusted net income reported in the semi-annual balance sheets. The value of these payouts shall be contingent on various factors such as the company’s financial status, future prospects, macro-economic conditions, tariff readjustments and revisions, regulatory changes, growth strategies and other factors deemed as material by EDP do Brasil’s Board of Directors and respective shareholders.
A share which is ex-dividend is one traded after the date for execution of the resolution of the company’s decision on the distribution of dividends. Thus, the dividends shall be credited to the shareholder owning the company’s shares up to the date for execution of the dividend distribution.
A brokerage house is required for buying and selling shares issued by EDP Energias do Brasil. The broker will intermediate the trade with the Stock Exchange by means of a completed registration form approved by the broker.
– Shares may be registered:
With the brokerage institution where they were purchased and which is responsible for the eventual payment of dividends/interest on shareholders’ equity and for holding the necessary information for the restitution of income tax and other related events, or
Through Banco Itaú’s book entry share custody, responsible for notifying information at no additional cost. In this case, the shareholder will have the advantage of automatically receiving dividends in current account at their chosen bank and branch. Before contacting a broker, we suggest you analyze this question in the B3 website – www.b3.com.br.
The broker or other financial intermediaries will arrange the buying/selling process. They have a team of professionals which analyzes the market, sectors and companies and through them you can obtain information on the right moment to buy and sell shares with the best results. A list of brokers making up the São Paulo Stock Exchange (B3) can be found in the website www.b3.com.br.
EDP Energias do Brasil’s capital stock is made up of 606,850,394 shares, all of them common shares.
Currently, EDP Energias do Brasil’s free float is 48.7%.
The presence of the assignor or his correctly constituted proxy is essential, including cases where corporate entities are involved.
The power of attorney must be made specific for the transfer and include the amount and type of shares to be transferred.
Completion of a transfer form is necessary, supplied by the Itaú branch itself. The form shall bear the signature of the assignor and the assignee, the signatures being duly notarized.
NATURAL PERSON – PRESENT
The assignor shall call at the branch of Itaú armed with original identification, CPF tax registration and proof of residence documentation together with notarized copies of the same documents pertaining to the assignee as well as the transfer form.
NATURAL PERSON – BY POWER OF ATTORNEY
The proxy shall call at the branch of Itaú armed with original identification, CPF tax registration and proof of residence together with notarized copies of the same documents pertaining to the assignor and assignee. The proxy must submit the original power of attorney specific for the transfer (containing the amount and type of shares to be transferred), and the transfer form.
CORPORATE ENTITY – PRESENT
The company’s legal representative shall submit the follow documents of the company in original form or as notarized copies:
In the event of a publicly held company – S/A – Bylaws, minutes showing the election of the current management board with Commercial Registry Office certification and the card showing the corporate tax registration number – CNPJ.
If a Brazilian Limitada – Articles of association and the most recent amendment. Should the latest amendment having taken place more than 1 (year) previously, the Simplified Commercial Registry Certification should also be submitted.
The legal representative(s) shall also submit original identification, CPF and proof of residence documentation and notarized copies of the same documents for the assignee as well as the transfer form.
CORPORATE ENTITY – BY POWER OF ATTORNEY
The proxy shall call on the Itaú branch armed with original identification, CPF tax registration and proof of residence together with notarized copies of the same documents pertaining to the assignor (legal representative) and assignee. The proxy shall submit the original version of the power of attorney specific for the transfer (containing the amount and type of shares to be transferred) together with the transfer form. The company documents needed shall be those mentioned in the preceding item.
ESTATE (DECEASED SHAREHOLDER)
For the transfer of shares held in the name of an estate, legal documentation (court order or probate – with the opening of probate proceedings, list of heirs and of assets, apportionment, ratification and closure) that gives powers for such procedure. Also required shall be a notarized copy of an identification document, CPF, proof of residence and banking domicile for due registration of the heirs in the shareholders system. Note: In the case of an estate, completion of the transfer form is not required since the foregoing documentation already ratifies the procedures involved.
The shareholding position may be requested from the Shareholders’ Service Centers or from any Banco Itaú branch. This information shall be supplied exclusively:
- to the shareholder against the presentation of an Identity Card and CPF; or
- to the duly constituted proxy with a Public Power of Attorney, Identity Card and CPF.
The absence of an outstanding position in Itaú’s share register may be due to the shares having been sold or transferred to the stock exchange custody/CBLC. In this event, shareholders should contact their broker.
For more information or clarification on the shareholding position, shareholders should contact EDP Energias do Brasil’s Shareholders’ Sector via e-mail: firstname.lastname@example.org
EDP no Brasil’s share prices may be followed from the first page of the Investor Relations site through the ENBR3 symbol (there is a 15 minute lag in displaying current prices), as well as from the interactive graphs to be found in the “Our Shares” section or from the B3 website itself.
EDP Energias do Brasil is a component part of the Ibovespa, IGC, ITAG, IBrX100, MSCI, IEE and IVBX2 stock indices.
Ibovespa – The Bovespa Index (“Ibovespa”) is one of the main indicators of the Brazilian stock market’s performance. The relevance comes from the facts of Ibovespa portray the behavior of stocks traded on B3 of the listed companies more representative of the Brazilian economy.
IGC Stock Index – Special Corporate Governance Stock Index – measures the performance of a theoretical portfolio made up of shares of companies showing good levels of corporate governance.
ITAG – Special Tag Along Stock Index – measures the performance of a theoretical portfolio made up of shares of companies which offer the best conditions for minority shareholders in the event of the sale of a controlling interest.
IBrX100 Stock Index – price index measuring the return on a theoretical portfolio made up of 100 shares selected from among the most traded on the BM&FBovespa in terms of number trades and trading volume.
MSCI – Morgan Stanley Capital International – The company produces a variety of stock indices covering different classes of assets, countries and regions and widely used by the international investor community.
IEE – the Electric Energy Stock Index – is made up of shares of the most representative companies in the electric energy sector listed on the B3. The component companies have equal weighting in the stock index’s theoretical portfolio, meeting specific criteria as to the volume and number of transactions.
IVBX2 – Valor B3 Index – 2nd Line – is made up of 50 securities chosen in a list of shares classified in declining order by liquidity according to their degree of negotiability (measured over the past twelve months), as from the 11th position, both in terms of market value as well as liquidity.