Remote Voting - Guidance - ENGIE Brasil

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: Remote Voting List

The remote voting mechanism was introduced by the Brazilian Securities and Exchange Commission (CVM) in April 2015 through  Instruction 561. The instruction regulates the remote participation and voting in Shareholders’ Meetings, companies being required to make the remote 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 rationale behind this Instruction is to bring shareholders and companies closer together, to encourage a greater participation while not requiring increased costs on the part of shareholders, to promote corporate governance practice and to enhance the Company’s market capitalization.

 

Remote 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.

Remote Voting List

Should the shareholder decide to exercise their remote voting rights pursuant to  Instruction 481, 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 Remote 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 remote 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 Instruction 481, 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 21-L-I (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 21-L-II (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 21-M to CVM Instruction 481 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 21-L to CVM Instruction 481.

Guidance for delivery

In order for the remote voting list to be deemed to have been delivered, shareholders opting for the remote voting procedure should adopt the following alternatives:

 

1. When sending to the custodian:

The shareholder may send instructions for completion of the remote 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 www.itaucorretora.com.br.

 

3. When sending directly to the Company

The shareholder opting to exercise their remote 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 remote voting list duly completed, initialed and signed; and

(ii) certified copy of the following documents (certification of those available in the CVM siteis waived):

 

Natural Person
Legal Entity
Investment Fund
Identity document with photograph of the shareholder or of their legal representative1 x x x
Consolidated and updated Articles of Association or Bylaws2 n/a x x
Corporate documents substantiating powers of representation2 n/a x x
Consolidated and updated fund regulations n/a n/a x

 

1 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.

 

If preferred, the shareholder may also send digitalized copies of the remote voting list and documents to the e-mail  ri.brenergia@engie.comHowever, the original copy of the remote voting list and certified copy of the required documents must be sent to the Company’s head offices.

Once the remote voting list and respective required documentation is received, ENGIE Brasil Energia will notify the shareholders as to receipt and their acceptance pursuant to CVM Instruction 481 to the e-mail address shown on the remote voting list.

Conflicting instructions

It should be pointed out that pursuant to CVM Instruction 481, 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.

Remote Voting List

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Remote Voting Maps

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