
Growth
by Nature
Integrated Annual Report 2022

Greenvolt – Energias Renováveis S.A.
Public limited liability company
Registered in the Commercial Registry Office of Lisbon under the sole number of registration 506 042 715
Registered adress: Rua Manuel Pinto de Azevedo, 818
4100-320 Porto | Portugal
Share capital: €367,094,274.62
Governance Structure
- Bodies of the Shareholders’ General Meeting
- Board of Directors
- Commitees of the board of Directors
- Auditing Bodies
- Support Functions
Board of Directors | Position | Documents |
---|---|---|
Clementina Maria Dâmaso de Jesus Silva Barroso (independent) | Chairwoman | Download |
Paulo Jorge dos Santos Fernandes (non-independent) | Non-Executive Member | Download |
João Manuel Matos Borges de Oliveira (non-independent) | Non-Executive Member | Download |
Domingos José Vieira de Matos (non-independent) | Non-Executive Member | Download |
Pedro Miguel Matos Borges de Oliveira (non-independent) | Non-Executive Member | Download |
Ana Rebelo de Carvalho Menéres de Mendonça (non-independent) | Non-Executive Member | Download |
Maria Joana Dantas Vaz Pais (independent) | Non-Executive Member | Download |
António Jorge Viegas de Vasconcelos (independent) | Non-Executive Member | Download |
Sofia Maria Lopes Portela (independent) | Non-Executive Member | Download |
Sérgio Paulo Lopes da Silva Monteiro (independent) | Non-Executive Member | Download |
João Manuel Manso Neto | Chief Executive Officer (CEO) | Download |
Strategic and Operational Monitoring Committee | Position | Documents |
---|---|---|
Paulo Jorge dos Santos Fernandes | Member | Download |
João Manuel Matos Borges de Oliveira | Member | Download |
Pedro Miguel Matos Borges de Oliveira | Member | Download |
Domingos José Vieira de Matos | Member | Download |
Ana Rebelo de Carvalho Menéres de Mendonça | Member | Download |
João Manuel Manso Neto | Member | Download |
Ethics & Sustainability Committee | Position | Documents |
---|---|---|
Clementina Maria Dâmaso de Jesus Silva Barroso | Chairwoman | Download |
Maria Joana Dantas Vaz Pais | Member | Download |
João Manuel Manso Neto | Member | Download |
Sofia Maria Lopes Portela | Member | Download |
Audit, Risk and Related Parties Committee | Position | Documents |
---|---|---|
Clementina Maria Dâmaso de Jesus Silva Barroso | Chairwoman | Download |
António Jorge Viegas de Vasconcelos | Member | Download |
Maria Joana Dantas Vaz Pais | Member | Download |
Remunerations and Nominations Committee | Position | Documents |
---|---|---|
João Manuel Matos Borges de Oliveira | Member | Download |
Paulo Jorge dos Santos Fernandes | Member | Download |
Sofia Maria Lopes Portela | Member | Download |
Company's Secretary Substitute (in office) | ||
---|---|---|
Raquel Pamplona |
Investor Relations | ||
---|---|---|
Ana Fernandes |
Representative for the Relations with the Market | ||
---|---|---|
Miguel Valente |
Governance Report
Articles of Association
Policies
Regulations
General Meetings
Please select the financial year for more information
Procedures for Habilitation to Participate in the General Meeting
20th April
(until 23:59 GMT)
21st April
(at 00:00 hours GMT)
21st April
(until 23:59 GMT)
Deadline for the Shareholders to send the financial intermediaries their intention to participate at the Shareholders’ General Meeting.
Record date
Deadline for the Shareholders to inform the Chairman of the Board of the Shareholders’ General Meeting of vote at the Shareholders’ General Meeting:
- Voting during the Shareholders’ General Meeting through telematic means (remote attendance);
- Voting in person at the Shareholders’ General Meeting;
- Postal voting;
- Vote by Electronic Means (Electronic Vote).
The information must be sent by email.
21st April
(until 23:59 GMT)
21st April
(until 23:59 GMT)
Deadline for financial intermediaries to inform the Chairman of the Board of the Shareholders’ General Meeting of the Shareholders’ intention to participate at the Shareholders’ General Meeting as well as of the number of shares registered in the name of each Shareholder who has stated his/her/its intention to attend the General Meeting.
The information must be sent by email.
Deadline for receiving information, under the terms of nr. 6 of article 23-C of the Portuguese Securities Code, from Shareholders who, as professionals, hold shares registered in its own name but on behalf of its clients, and wish to vote in different directions with its shares.
The information must be sent by email.
Rules for the Exercise of the Representation Right and the Voting Right Through Electronic Means and by way of Postal Vote
21st April
(until 23:59 GMT)
24th April
(from 15:00 GMT)
26th April
(until 23:59 GMT)
Deadline for the Shareholders to inform the Chairman of the Board of the Shareholders’ General Meeting of their intention to vote through electronic means.
This information must be sent by email.
Date as from which the Shareholders can vote electronically by accessing the link sent to the e-mail provided by the Shareholder in the participation form.
The Shareholder must use the username and password provided with the access link to exercise his/her/it’s right to vote electronically.
Deadline for exercising the vote by electronic means and the postal vote.
Deadline for receiving confirmation of the clients’ voting instructions regarding professional shareholders.
26th April
(until 23:59 GMT)
Deadline for receiving representation letters.
The representation letters can be sent by email.
Preparatory information | |
---|---|
Shareholders' General Meeting Preparatory Information | Download |
Form of participation in the General Meeting | |
---|---|
Letter of Declaration of Participation at the Shareholders' General Meeting | Download |
Proposals | |
---|---|
Item 1 of the Agenda - To resolve on the Management Report, Balance Sheet and Individual and Consolidated Accounts, for the 2022 financial year | Download |
- Appendix to Item 1 – Report and Accounts 2022 | Download |
- Appendix to Item 1 – Announcement Rectification | Download |
Item 2 of the Agenda - To resolve on the proposed allocation of the 2022 financial year net result | Download |
Item 3 of the Agenda - To assess the management and audit of the Company | Download |
Item 4 of the Agenda - To resolve on the reappointment of the Company's Statutory External Auditor for the financial year of 2023 | Download |
Item 5 of the Agenda - To resolve on the ratification of the co-optation made by the Board of Directors up to the date of this General Meeting | Download |
Item 6 of the Agenda - To resolve on the appointment of a new member of the Board of Directors following the resignation of a director | Download |
Item 7 of the Agenda - To resolve on the increase of the number of members of the Board of Directors | Download |
Item 8 of the Agenda - To resolve on the appointment of a new member to the Board of Directors | Download |
- Appendixes to Item 8 – Assessment Report, CV and Independence Questionnaire | Download |
Item 9 of the Agenda - To resolve on the reconfiguration of a bond issue into convertible bonds | Download |
Item 10 of the Agenda - To resolve on the suppression of the pre-emptive right of shareholders with reference to the issuance of convertible bonds referred to under item 9 on this agenda | Download |
Item 11 of the Agenda - To resolve on any capital increases that may be necessary for the conversion processes regarding the issuance of convertible bonds as referred to under item 9 on this agenda | Download |
Item 12 of the Agenda - To resolve to renew the delegated powers of the Board of Directors to increase the Company's share capital, pursuant to article 4, no. 2, of the Company's Articles of Association | Download |
Item 13 of the Agenda - To resolve on the purchase and sale of own shares, up to the legal limit of 10% | Download |
Item 14 of the Agenda - To resolve on the purchase and sale of own bonds, up to the legal limit of 10% | Download |
AGENDA/PROPOSALS
Resolutions Adopted
The Shareholders’ General Meeting of Greenvolt – Energias Renováveis, S.A. was held in person and by telematics means at 3:00 p.m. on 28 April 2023, with Mr. António Lobo Xavier acting as Chairman of the Shareholders’ General Meeting and Ms. Inês Pinto Leite as acting as Secretary. Were present or represented shareholders holding 95,883,392 shares corresponding to 68.897% of the voting rights, who approved the following proposals concerning the items on the agenda:
Agenda / Proposals | In Favour | Against | Abstention | No. of votes cast | % of Share Capital | No. of Shares |
---|---|---|---|---|---|---|
1. To resolve on the Management Report, Balance Sheet and Individual and Consolidated Accounts, for the 2022 financial year | 100% | 0% | 49,310 | 95,834,082 | 68.861% | 95,834,082 |
2. To resolve on the proposed allocation of the 2022 financial year net result | 100% | 0% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
3. To assess the management and audit of the Company | 99.84% | 0.16% | 49,321 | 95,834,071 | 68.861% | 95,834,071 |
4. To resolve on the reappointment of the Company's Statutory External Auditor for the financial year of 2023 | 99.80% | 0.20% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
5. To resolve on the ratification of the co-optation made by the Board of Directors up to the date of this General Meeting | 98.77% | 1.23% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
6. To resolve on the appointment of a new member of the Board of Directors following the resignation of a director | 99.50% | 0.50% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
7. To resolve on the increase of the number of members of the Board of Directors | 99.70% | 0.30% | 2,915 | 95,880,477 | 68.895% | 95,880,477 |
8. To resolve on the appointment of a new member to the Board of Directors | 99.49% | 0.51% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
9. To resolve on the reconfiguration of a bond issue into convertible bonds | 99.51% | 0.49% | 1,967 | 95,881,425 | 68.895%% | 95,881,425 |
10. To resolve on the suppression of the pre-emptive right of shareholders with reference to the issuance of convertible bonds referred to under item 9 on this agenda | 99.49% | 0.51% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
11. To resolve on any capital increases that may be necessary for the conversion processes regarding the issuance of convertible bonds as referred to under item 9 on this agenda | 99.50% | 0.50% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
12. To resolve to renew the delegated powers of the Board of Directors to increase the Company's share capital, pursuant to article 4, no. 2, of the Company's Articles of Association | 99.75% | 0.25% | 2,165 | 95,881,227 | 68.895% | 95,881,227 |
13. To resolve on the purchase and sale of own shares, up to the legal limit of 10% | 99.83% | 0.17% | 4,934 | 95,878,458 | 68.893% | 95,878,458 |
14. To resolve on the purchase and sale of own bonds, up to the legal limit of 10% | 100% | 0% | 1,967 | 95,881,425 | 68.895% | 95,881,425 |
Additionally to the proposals related to the items of the Agenda, to the Shareholders’ Annual General Meeting were made available the Management Report (including the Corporate Governance Report and the individual and consolidated accounts), the Statutory Audit Board Report and the Accounts Legal Certification issued by the Statutory External Auditor, as well as the information required by article 289 of the Portuguese Companies Act and by article 21-J of the Portuguese Securities Code.
Procedures for Habilitation to Participate in the General Meeting
21 April
(until 23:59 GMT)
22 April
(00:00 hours GMT)
22 April
(until 23:59 GMT)
Deadline for receiving shareholders’ declarations regarding their intention to participate in the General Meeting, which must addressed to the Chairman of the Board of the General Meeting and to the financial intermediary.
The declaration addressed to the Chairman of the Board of the Shareholders’ General Meeting shall be sent by email.
Registration date
Are entitled to vote and participate in the General Meeting the persons who, at this date and time, hold shares that, at least, confer the right to one vote.
Deadline for receiving the information provided for in number 6 of Article 23-C of the Portuguese Securities Code to be sent by the shareholders who, on a professional basis, hold shares in their own name but on behalf of clients and who wish to vote differently with their shares.
The information shall be sent by email.
Procedures for the Exercice of the Right of Representation and the Right to Vote by Eletronic Means or Postal Vote
26 April
(until 23:59 GMT)
26 de abril
(until 23:59 GMT)
Deadline for receiving votes by electronic mail (“voto por via eletrónica”) or by post. Postal votes must be sent to the Company’s registered office by registered letter with acknowledgement of receipt addressed to the Chairman of the Board of the General Meeting.
Electronic votes shall be sent by email.
Deadline for receiving representation letters.
Representation letters shall be sent by email.
Preparatory information | |
---|---|
Shareholders' General Meeting Preparatory Information | Download |
Form of participation in the General Meeting | |
---|---|
Letter of Declaration of Participation at the Shareholders' General Meeting | Download |
Proposals | |
---|---|
Item 1 of the Agenda - To resolve on the appointment of the Secretary of the Board of the Shareholders' General Meeting | Download |
Item 2 of the Agenda - To resolve on the Management Report, Balance Sheet and Individual and Consolidated Accounts, for the 2021 financial year | Download |
Item 3 of the Agenda - To resolve on the proposed allocation of the 2021 financial year net result | Download |
Item 4 of the Agenda - To assess the management and audit of the Company | Download |
Item 5 of the Agenda - To resolve on the reappointment of the Company's Statutory External Auditor for the year of 2022 | Download |
Item 6 of the Agenda - To resolve on the amendment of paragraph 2 of Article 4 of the Company’s Articles of Association | Download |
Item 7 of the Agenda - To resolve on the purchase and sale of own shares, up to the legal limit of 10% | Download |
Item 8 of the Agenda - To resolve on the purchase and sale of own bonds, up to the legal limit of 10% | Download |
Item 9 of the Agenda - To resolve on the approval of the Remuneration Policy for the Company's Statutory Governing Bodies | Download |
AGENDA/PROPOSALS
Resolutions Adopted
The Shareholders’ Annual General Meeting of Greenvolt – Energias Renováveis, S.A., met in person at 3pm on the 29th April 2022, acting as Chairman of the Board of the Shareholders’ General Meeting, Mr. António Lobo Xavier, and as Secretary Mrs. Inês Pinto Leite, who was elected for that role by resolution taken under item no. one of the agenda. There were present or represented shareholders holding 94,600,464 shares corresponding to 77.94% of the voting rights, who approved the following proposals submitted on each item on the agenda:
Agenda / Proposals | For | Against | Abstain | No. of Issued Votes | % of Share Capital | No. of Shares |
---|---|---|---|---|---|---|
To resolve on the appointment of the Secretary of the Board of the Shareholders' General Meeting | 100% | 0.00% | 0 | 94,600,464 | 77.94% | 94,600,464 |
To resolve on the Management Report, Balance Sheet and Individual and Consolidated Accounts, for the 2021 financial year | 100% | 0.00% | 28,905 | 94,571,559 | 77.92% | 94,600,464 |
To resolve on the proposed appropriation of the 2021 financial year net result | 100% | 0.00% | 0 | 94,600,464 | 77.94% | 94,600,464 |
To assess the management and audit of the Company | 99.89% | 0.11% | 28,905 | 94,571,559 | 77.92% | 94,600,464 |
To resolve on the reappointment of the Company's Statutory External Auditor for the year of 2022, in compliance with Article 9, paragraph 4, of the Company's Articles of Association and Article 54, paragraph 3, of Law 140/2015, of 7 September | 99.83% | 0.17% | 0 | 94,600,464 | 77.94% | 94,600,464 |
To resolve on the purchase and sale of own shares, up to the legal limit of 10% | 100% | 0.00% | 0 | 94,600,464 | 77.94% | 94,600,464 |
To resolve on the purchase and sale of own bonds, up to the legal limit of 10% | 100% | 0.00% | 0 | 94,600,464 | 77.94% | 94,600,464 |
To resolve on the approval of the Remuneration Policy for the Company's Statutory Governing Bodies | 99.97% | 0.13% | 0 | 94,600,464 | 77.94% | 94,600,464 |