The Investors section contains information about ENGIE Brasil Energia S.A., which is the ENGIE's group company listed in the Brazilian Stock Exchange (B3: EGIE3, ADR: EGIEY).
Procedures
Procedures for Annual General Meetings (AGMs) and Extraordinary General Meetings (EGMs) as from 2017: Proxy Voting List
The proxy voting mechanism was introduced by the Brazilian Securities and Exchange Commission (CVM) in April 2015 through Instruction 561, revoked by Resolution CVM 81/22. The instruction regulates the remote participation and voting in Shareholders’ Meetings, companies being required to make the proxy voting list available on the occasion of the AGMs (Annual General Meetings) and EGMs (Extraordinary General Meetings) in the case of the latter whenever convened to take place on the same date as the AGM and always when there is the election of members of the Board of Directors and Fiscal Council. All component companies of the Ibovespa and IBrX-100, the case of ENGIE Brasil Energia (ENGIE), are obliged to comply with Instruction 561 as from January 1, 2017.
The objective is to bring shareholders and companies closer together, encourage participation without increasing costs to shareholders and promote corporate governance practices and the appreciation of the Company.
Proxy voting procedures will involve those same market entities, which already relate to shareholders in the event of share subscriptions and dividend payouts, such entities include the custodians (brokers or Itaú Corretora de Valores), the central depository and the securities’ registrars.
CUSTODIANS
Shareholders’ custodian may be the brokers engaged by the investors to negotiate assets or Itaú Corretora de Valores (ENGIE’s custodian bank), in the case of book entry shares, with registered custody.
CENTRAL DEPOSITORY
Responsible for the safekeeping of the shares traded on the stock exchange. In the case of ENGIE, the central depository is B3.
SECURITIES REGISTRARS
Financial institutions engaged by the Company for rendering book entry services for securities. In ENGIE’s case, the securities’ registrar is also Itaú Corretora de Valores.
Proxy Voting List
Should the shareholder decide to exercise their proxy voting rights pursuant to CVM Resolution 81/22, they should complete the voting list which shall be made available at least 1 (one) month prior to the date set to hold the Meeting in the following sites: of the Company (on this same page, at Proxy Voting List section), of the respective agents of custody that provide such a service and of the securities’ registrars.
For the voting list to be deemed valid and the votes cast duly computed to make up the General Meeting’s quorum, all the relative fields must be correctly completed, all pages initialed and on the final page, the shareholder or their legal representative(s), as the case may be, shall sign the proxy voting list pursuant to the prevailing legislation.
The proposals will be submitted and the shareholders may approve, reject or abstain from voting. Additionally and pursuant to CVM Resolution 81/22, the shareholders may include in the remote voting list:
(i) candidates to sit on the Board of Directors and the Fiscal Council, contingent upon respecting the limits set out in Attachment N (minimum of 1% of the Company’s shares, currently equivalent to 8,159,277.40 common shares); and
(ii) proposals for deliberation at the Annual General Meeting, contingent upon respecting limits set out in Attachment O (minimum of 2% of the Company’s capital stock).
REQUESTS FOR INCLUSION
A request for inclusion should submit directly to the Company’s head office at Rua Paschoal Apóstolo Pítsica, 5064 – CEP 88025-255 – Florianópolis/SC – Brazil, care of Investor Relations Officer, pursuant to guidance in Article 38 to CVM Resolution 81/22 and in Item 12.2 of the Reference Form available in the Company’s website. Submission should be made within the period stipulated in Paragraph 1, Article 37 to CVM Resolution 81/22.
Guidance for Delivery
In order for the proxy voting list to be deemed to have been delivered, shareholders opting for the proxy voting procedure should adopt the following alternatives:
Channels that allow the ballot paper to pass between the shareholder and the company without the need for additional documentation.
1. When sending to the custodian:
The shareholder may send instructions for completion of the proxy voting list to the custodian of their shares, pursuant to the required procedures and documents. Subsequently, the custodian will submit the vote cast to B3 Central Depository at least 7 (seven) days prior to the Meeting. Ballots delivered after the established date will be deemed invalid. It is recommended to shareholders that they contact their custody agents to check the procedures for the issue of instruction as well as voting powers.
2. When sending to the securities registrar:
The shareholders that have a book entry position with Itaú Corretora de Valores S.A. may transmit voting instructions through the website Assembleia Digital.
3. When sending directly to the Company
The shareholder opting to exercise their proxy voting rights may do so by submission directly to the Company’s head offices at Rua Paschoal Apóstolo Pítsica, 5064 – CEP 88025-255 – Florianópolis/SC – Brazil, care of Assessoria Jurídica, at least 7 (seven) days prior to the Meeting. Ballots delivered after the established date being deemed invalid. Required documents:
(i) original physical copy of the proxy voting list duly completed, initialed and signed; and
(ii) copy of the following documents:
| Individuals | Legal entity | Investment Fund | |
|---|---|---|---|
| Identity document with photo of the shareholder or their legal representative¹ | x | x | x |
| Consolidated and updated Articles of Association or Bylaws² | n/a | x | x |
| Corporate documents proving powers of representation² | n/a | x | x |
| Consolidated and updated fund regulations | n/a | n/a | x |
The following identity documents shall be accepted: RG, RNE, CNH, Passport or officially recognized professional class association membership cards.
2 For investment funds, the documents of the fund manager and/or administrator in accordance with voting policy. ri.brenergia@engie.com. Porém, será necessário enviar a via original do boletim de voto e a cópia dos documentos requeridos para a sede da Companhia.
Once the proxy voting list and respective required documentation is received, ENGIE Brasil Energia will notify the shareholders as to receipt and their acceptance pursuant to CVM Resolution 81/22 to the e-mail address shown on the proxy voting list.
Conflicting instructions
It should be pointed out that pursuant to CVM Resolution 81/22, B3 Central Depository shall ignore, upon receiving voting instructions from the shareholders through their custody agents, any eventual conflicting instructions in relation to the same deliberation and issued by the same CPF or CNPJ tax registration number.
Other instructions
ENGIE Brasil Energia shall not require the sworn translation of documents, which have been originally drafted in the Portuguese, English or Spanish languages or documents accompanied by the respective translation in these same languages.