proposals of the board of directors of edp …web3.cmvm.pt/sdi2004/emitentes/docs/conv44015.pdf ·...

PROPOSALS OF THE BOARD OF DIRECTORS OF EDP RENOVÁVEIS S.A.

FOR THE GENERAL SHAREHOLDERS’ MEETING APRIL 23, 2013

This document in English is provided for informative purposes only. In the event of a

discrepancy between the content of the English version and the original Spanish version the

latter will prevail.

FIRST ITEM OF THE AGENDA

Review and approval, where appropriate, of the individual annual accounts of EDP

RENOVÁVEIS, S.A. (balance sheet, profit and loss account, changes to the net assets, cash flow statement and notes), as well as those consolidated with its subsidiaries (balance sheet, profit and losses account, changes to the net assets, cash flows statement and notes), for the fiscal year ended on December 31,2012.

PROPOSED RESOLUTION FOR THE FIRST ITEM OF THE AGENDA

Approve the individual annual accounts of EDP RENOVÁVEIS, S.A. (balance sheet, profit

and loss account, changes to the net assets, cash flow statement and notes) and those consolidated with its subsidiaries (balance sheet, profit and losses account, changes to the net assets, cash flow statement and notes) for the fiscal year ended December 31, 2012, which were formulated by the Board of Directors at its meeting dated February 26, 2013.

THE DOCUMENTS THAT SUPPORT THE FIRST PROPOSAL ARE A VAILABLE AT CMVM AND EDP

RENOVÁVEIS, S.A. WEBSITE




SECOND ITEM OF THE AGENDA

Review and approval, where appropriate, of the proposed application of results and

distribution of dividends for the fiscal year ended on December 31, 2012.

PROPOSED RESOLUTION FOR THE SECOND ITEM OF THE AGENDA

It is proposed to approve the allocation of the profits made by the Board of Directors

with the favourable opinion of the Audit Committee, at its meeting dated February 26, 2013,

which is detailed below.

Base breakdown:

Profit for the year 2012 50.838.439,82 Euros

Distribution:

- To Legal Reserve 5.083.843,98 Euros

-To Dividends 34.892.326,48 Euros

- To Voluntary Reserve 10.862.269,36 Euros

The proposed dividend is 0,04 Euros per share, subject in any case to the provisions of

the tax legislation.

This value contains the total share capital of the EDP Renováveis, S.A.

The payment of the dividends will be effective within 30 days (on May 23, 2013) and

payment will be made through a paying agent.

For information purposes, the shares will begin trading without dividends (ex dividend)

3 trading days prior to the date of the payment according to the rules applicable to the

regulated markets in which the shares are admitted for trading.

EDP Renováveis, S.A. will provide detailed information on the remaining terms and

conditions of payment of the dividends with a minimum 10 days prior to the date of the

payment thereof (on May 13, 2013), all in accordance with the rules that are applicable to

regulated markets in which the shares are admitted for trading.

It is also proposed to empower, to the full extend that is necessary under law, the

Board of Directors and the Executive Committee, with the express power of substitution, to

designate the entity which will acts as paying agent and to decide and implement all actions

necessary or appropriate to achieve the effective implementation of the approved

distribution of dividends.




THIRD ITEM OF THE AGENDA

Review and approval, where appropriate, of the Individual Management Report of

EDP RENOVÁVEIS, S.A., the Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended December 31, 2012.

PROPOSED RESOLUTION FOR THE THIRD ITEM OF THE AGENDA

Approve the Individual Management Report of EDP RENOVÁVEIS, S.A., the

Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended December 31, 2012 proposed by the Board of Directors at its meeting dated February 26, 2013.

THE DOCUMENTS THAT SUPPORT THE THIRD PROPOSAL ARE A VAILABLE AT CMVM AND EDP

RENOVÁVEIS, S.A. WEBSITE




FOURTH ITEM OF THE AGENDA

Review and approval, where appropriate, of the management conducted by the

Board of Directors during the fiscal year ended December 31, 2012.

PROPOSED RESOLUTION FOR THE FOURTH ITEM OF THE AGENDA

Approve the management and performance of the Board of Directors during the fiscal

year ended December 31, 2012, as well as a vote of confidence to its members.




FIFTH ITEM OF THE AGENDA

Board of Directors: ratification of the appointment by cooption of Members of the Board1 :

Fifth.1.- Ratification of the appointment by cooption of the Board Member Mr. João Manuel

Veríssimo Marques da Cruz.

Fifth.2.- Ratification of the appointment by cooption of the Board Member Mr. António do

Pranto Nogueira Leite.

Fifth.3.- Ratification of the appointment by cooption of the Board Member Mr. Acácio Jaime

Liberado Mota Piloto.

Fifth.4.- Ratification of the appointment by cooption of the Board Member Mr. José António

Ferreira Machado

PROPOSED RESOLUTION FOR THE FIFTH ITEM OF THE AGENDA

Fifth 1: Ratification of the appointment of Mr. João Manuel Veríssimo Marques da Cruz as Member of

the Board, appointed by cooption according to the resolution adopted by the Board of Directors at its

meeting held on May 8, 2012, following a previous favorable opinion of the Nominations and

Remunerations Committee, whose office ends on June 21, 2014, as corresponded to the position of the

previous Member of the Board, Mrs. Ana Maria Machado Fernandes, which position he replaces.

Fifth 2: Ratification of the appointment of Mr. António do Pranto Nogueira Leite as Member of the

Board, appointed by cooption according to the resolution adopted by the Board of Directors at its

meeting held on February 26, 2013, following a previous favorable opinion of the Nominations and


previous Member of the Board, Mr. Luis da Abreu Castelo-Branco Adão da Fonseca which position he

replaces.

Fifth 3: Ratification of the appointment of Mr. Acácio Jaime Liberado Mota Piloto as Member of the

Board, appointed by cooption according to the resolution adopted by the Board of Directors at its

meeting held on February 26, 2013, following a previous favorable opinion of the Nominations and


previous Member of the Board, Mr. António do Pranto Nogueira Leite, which position he replaces.

Fifth 4: Ratification of the appointment of Mr. José António Ferreira Machado as Member of the Board,

by cooption according to the resolution adopted by the Board of Directors at its meeting held on

February 26, 2013, following a previous favorable opinion of the Nominations and Remunerations

Committee, whose office ends on June 21, 2014, as corresponded to the position of the previous

Member of the Board, Mr. Francisco José Queiroz de Barros de Lacerda which the position replaces.

The appointed Directors may accept their office by any legal means.

1 Each of the proposals under items 1 to 4 shall be voted separately.

João Manuel Veríssimo Marques da Cruz

Born in 1961, he holds a degree in Management (1984) from Lisbon’s ISE at the Technical University

of Lisbon - Instituto Superior de Economia da Universidade Técnica de Lisboa, an MBA (1989) from

the Technical University of Lisbon - Universidade Técnica de Lisboa, and a Post Graduation in

Marketing and Management of Airlines (1992) from the Bath University /International Air Travel

Association, UK. He began his career at the TAP Group in 1984 (Transportes Aéreos de Portugal)

having had several positions until becoming General Director. Between 1997 and 1999 he was a

Board Member of TAPGER. Between 2000 and 2002, he was a member of the Board of several

companies within CP – Portuguese Railways, namely EMEF. From 2002 and 2005, he became CEO of

AirLuxor, an airline company, and from 2005 to 2007 he was chairman and CEO of ICEP - Instituto do

Comércio Externo de Portugal, a Portuguese state owned agency for international trade and

promotion. Since March 2007, he has been a board member of EDP Internacional S.A. and in 2009 he

was nominated Chairman of the Board of Directors of CEM – Macao Electrical Company. He was

nominated as a member of the Executive Board of Directors on 20th February 2012. On May 8th

,

2012, he was nominated Member of the Board of EDP Renováveis, S.A. by cooption.

António do Pranto Nogueira Leite

He was born in 1962. Between 1988 and 1996, he was a consultant to various national and international

institutions, among which was the Bank of Portugal, the OCDE and the European Commission. Between 1995

and 1998, he was Secretary General of the APRITEL and between 2000 and 2002, he was a member of the

Board of Directors of APRITEL. He was manager of Soporcel, S.A., from 1997 to 1999, manager of Papercel,

S.A., from 1998 to 1999 and the director of MC Corretagem, S.A., also in 1999. The same year, he was

appointed the Chairman of the Board of Directors of the Lisbon Stock Exchange and a member of the Executive

Committee of the Association of Ibero-American Scholarship. António Nogueira Leite is, since 2000, the

member of the Advisory Board of the Portuguese Association for the Development of Communications. He was

a consultant to Vodafone-Telecom Personal S.A. between 2000 and 2002, and GE Capital, between 2001 and

2002. In 2002, he was a member of the Advisory Board of the IGCP. Since 2002, has held various positions

within Grupo José de Mello, and held management position in various organizations, including the Reditus,

SGPS, S.A., Quimigal, S.A., Brisa, S.A., ADP, S.A., Comitur, SGPS, S.A., Comitur Imobiliária, S.A., Expocomitur-

Deals & Real Estate Management, S.A., Valley Farm Supply - Sociedade Agrícola, Turística e Imobiliária, S.A.,

SGPS, S.A., Efacec Capital, SGPS, S.A. and Cuf – Químicos Industriais, S.A. He was director of the Society of Civil

Explosives, SEC, S.A., from 2007 to March 2008. From October 1999 to August 2000 he was Secretary of the

Department of Treasury and Finance and deputy governor of the European Investment Bank. He took the

position at the European Bank for Reconstruction and Development and the International Monetary Fund and

was also a member of the Economic and Financial Council of the European Union. He also held the position of

Vice-President of the Advisory Board of Banif- Banco de Investimentos S.A. and the Chairman of the General

and Supervisory Board of OPEX, S.A. Between 2009 and 2011 he was President of the Association Ocean XXI

(cluster do Mar). Between 2011 and 2013 he was Director and Deputy Chief Executive Officer of CGD, S.A. and

a Director of the Caixa Investment Banking , Caixa Capital, Housing Development, Caixa Leasing & Factoring &

Partang, SGPS, S.A. Since 2008, he is a non-executive Director of the Board of Directors of EDPR and a member

of the Related Party Transactions. António Nogueira Leite has an undergraduate degree in Economics from

Universidade Católica Portuguesa. He also has a master of economics and PhD of economics from the

University of Illinois.

ACÁCIO JAIME LIBERADO MOTA PILOTO

Date of birth: 06.11.1957

Current Positions:

Member of the Board of Directors of INAPA, IPG, S.A.

Member of the Audit Committee of INAPA, IPG, S.A.

Member of the Board of Directors of EDP Renováveis, S.A.

Previous Positions Held:

October 2010/December 2012 – Millennium bcp General Manager, responsible for Asset

Management, having served in the following positions:

- Chief Executive Officer of Millennium Gestão de Activos, Sociedade Gestora de Fundos de

Investimento, S.A.

- Chairman of the Board of Directors of Millennium SICAV, Luxembourg

- Chairman of the Board of Directors of BII, International , Luxembourg

2009/October 2010 – Millennium bcp General Manager in charge of Investment Banking

2000/ 2009 – Executive Board Member of Banco Millennium bcp Investimento, serving in several

positions, namely as: Head of Investment Banking; Millennium bcp Group Treasurer and Head of

Global Markets; Head of Millennium bcp Group ALCO( Asset and Liability Committee)

1998/ 2000 – Member of the Executive Committee of BCP Investimento - Banco Comercial

Português de Investimento, S.A.

1996/ 1998 – Member of the Executive Committee of AF-Investimentos (Banco Comercial Português

Group sub holding for Global Asset Management Business)

- Chairman of the Board of Directors of the following Group companies:

AF Investimentos - Fundos Mobiliários, S.A. ( Mutual Funds)

AF Investimentos - Fundos Imobiliários, S.A. ( REITS)

BPA Investimento- Gestão de Patrimónios, S.A. ( Portfolio Management)

BCP Investimentos- International, S.A. ( SICAVs/FCPs, Luxembourg)

Prime International, S.A. ( Institutional Portfolio Management)

1993/ 2001 – Member of Banco Comercial Português Investment Committee

1993/ 2009 – Member of ALCO (Asset and Liability Committee) of Banco Comercial Português

1991/ 1996 - Head of Treasury; Head of Group Capital Markets - Banco CISF (Investment Bank for

the BCP Group)

1989/ 1991 – Senior Manager in charge of International Corporate Banking, BCP Group

1988 – International and Treasury Division, Area Manager responsible for Europe and North America,

BCP Group

1986/1988 – Banco Pinto e Sotto Mayor,International Division, responsible for managing the

international fixed income portfolio

Other previous positions:

Member of the Supervisory Board of Asterion ACE

Member of the Board of Directors of ELOS – Ligações de Alta Velocidade, S.A.

Member of the Board of Directors of SICIT- Sociedade de Investimento e Consultoria em Infra-

Estruturas de Transportes, S.A.

Member of the Board of Directors of Banco Totta e Sottomayor de Investimento, S.A.

Education and Training :

1) 1983 - Licenciatura in Law( Law and Economics), Lisbon University

2) 1984-85 – Hanns Seidel Stiftung ( Munich) scholar

3) 1984-85 – Post Graduation in Economic Law, University Ludwig Maximilian, Munich

4) 1984-85 – Post Graduation in European Union Competition Law, Max Planck Institut, Munich

5) 1984-85 – Visitor at the Institute for European Patents, Munich

6) 1984-85 – Trainee, International Division, Bayerische Hypoteken und Wechsel Bank ( Hypo

Bank), Munich

7) 1989 - International Banking Summer School , Dublin

8) 1991 - Seminar on Leadership , Dynergie Portugal

9) 1991 - Seminar on Asset and Liability Management, Merrill Lynch International Limited

10) 1992 - Seminar on Personalized Management and Coaching, Dynergie Portugal

11) 1999 - Insead Executive Program, Fontainebleu

José António Ferreira Machado

Professor Machado holds a PhD in Economics by the University of Illinois at Urbana-Champaign,

U.S.A. and an Agregacão (Habilitation) in Statistics and Econometrics by Universidade NOVA de

Lisboa.

Professor Machado is a member of the Editorial Boards of Empirical Economics and the Portuguese

Economic Journal and has published his scientific research in some of the top journals of his field

namely, Journal of the American Statistical Society, Journal of Econometrics, Journal of Economic

Letters. He is consultant of the Bank of Portugal since 1992.

Professor Machado is Dean at Nova School of Business and Economics, Lisbon-Portugal, since 2005

and of Angola Business School, Luanda-Angola, since 2010.




SIXTH ITEM OF THE AGENDA

Amendment of Article 27.3 of the Articles of Association in order to reduce the

number of the members of the Executive Committee to set it in a minimum of four (4) and a

maximum of seven (7).

PROPOSED RESOLUTION FOR THE SIXTH ITEM OF THE AGENDA

According to the Report of the Board of Directors, the following amendment is

proposed in the Articles of Association.

Amendment of the Article 27.3 of the Articles of Association in order to reduce the

numbers of the members of the Executive Committee to set it in a minimum of four (4) and a

maximum of seven (7), is being drafted in the form which is literally transcribed as follows:

27.3: ¨The Executive Committee is made up of at least four (4) Directors and not more than

seven (7). The Board of Directors will be in charge of fixing the exact number of its members.

The Chairman of the Executive Committee will be the Chairman of the Board of Directors or the

Director appointed for such purpose by the Board of Directors, and in his absence, a member of

the Executive Committee appointed for such purpose by the Board of Directors. The Secretary

of the Executive Committee will be the same one of the Board of Directors and, in his absence,

the Vice- Secretary. In the absence of both, the Secretary will be the one appointed by the

Executive Committee for each meeting¨.

Consequently, Article 27 of the Articles of Association is written as transcribed below:

¨ARTICLE 27¨ – EXECUTIVE COMMITTEE

1. The Board of Directors has the authority to, should it deem it appropriate, form from

among its members an Executive Committee, whose composition, object and

operation rules it will establish. The Executive Committee may be delegated all powers

of the Board of Directors that may be delegated according to law and these Articles.

The Executive Committee will be made up of Directors appointed by the Board with

the favourable vote of two thirds of the Directors and their reappointment will be

made in the time, form and number provided in the Executive Committee’s operation

rules.

2. Without prejudice of that provided in the application rule, under no circumstance will

the following powers be delegated by the Board of Directors to the

ExecutiveCommittee:

a. Election of the Chairman of the Board of Directors;

b. Appointment of the Directors by cooptation;

c. Requesting to call or calling General Meetings;

d. Preparation of the Annual Reports and of the Management Reports and their

presentation to the General Meeting;

e. Alteration of the registered office;

f. Preparation and approval of merger, splitting or transformation projects of the

Company.

3. The Executive Committee is made up of at least four (4) Directors and not more than

seven (7). The Board of Directors will be in charge of fixing the exact number of its

members. The Chairman of the Executive Committee will be the Chairman of the Board

of Directors or the Director appointed for such purpose by the Board of Directors, and

in his absence, a member of the Executive Committee appointed for such purpose

by the Board of Directors. The Secretary of the Executive Committee will be the same

ne of the Board of Directors and, in his absence, the Vice- Secretary. In the absence of

both, the Secretary will be the one appointed by the Executive C ommittee for each

meeting.

4. The Executive Committee will meet at least once (1) a month, and whenever the

Chairman deems it appropriate. The Chairman will also be entitled to suspend or

postpone the meetings, as he may deem appropriate. The Executive Committee will

meet as well upon request of at least two (2) of its members. The Executive

Committee, within its authority, shall deal with all the issues that it considers that

should be dealt with without delay, save the preparation of the accounts report, the

presentation of the balances to the General Meeting, the powers granted by the

General Meeting to the Board of Directors without authorisation to delegate and the

non delegable powers of the Board of Directors according to the law or to these

Articles. The Executive Committee shall inform the Board of Directors regarding the

resolutions that it may adopt and this will have to be made in the first Board Meeting

after each Committee’s meeting.

5. The meetings of the Executive Committee shall be valid when at least half of the

Directors that form the Committee plus one attend or are represented at the meeting.

6. Resolutions taken by the majority of the Directors that form the Committee and that

are present or represented. Should there be a draw, then the Chairman will have a

casting vote.

7. The provisions of these Articles relating to the Board of Directors’ operation and, in

particular, those relating to the calling of its meetings, the representation of its

members, the meetings held with universal nature, the adoption of resolutions in

writing and without meeting, the approval of the minutes of the meetings, shall apply

to the Executive Committee, provided that they are not incompatible with their nature

1




REPORT STATING THE REASONS ON THE PROPOSED AMENDMENT TO THE ARTICLES

OF ASSOCIATION OF

EDP RENOVÁVEIS, S.A.

2

1. PROPOSAL

It is proposed by the Board of Directors to the Ordinary General Shareholders´ Meeting

the amendment of the following Article of the Articles of Association of EDP

Renováveis, S.A.:

1.1 Amendment of Article 27.3 of the Articles of Association (“Executive

Committee”), which is written as transcribed below:

27.3: ¨The Executive Committee is made up of at least four (4) Directors and not more

than seven (7). The Board of Directors will be in charge of fixing the exact number of its

members. The Chairman of the Executive Committee will be the Chairman of the Board

of Directors or the Director appointed for such purpose by the Board of Directors, and in

his absence, a member of the Executive Committee appointed for such purpose by the

Board of Directors. The Secretary of the Executive Committee will be the same one of the

Board of Directors and, in his absence, the Vice- Secretary. In the absence of both, the

Secretary will be the one appointed by the Executive Committee for each meeting¨.

2. JUSTFICATION

The amendment of the Article 27.3 of the Articles of Association is proposed to

adjust the number of members of the Executive Committee to the present reality

and according to the proposal of the Nominations and Remunerations Committee

as stated in the minutes of the meeting dated February 22, 2013.

3

In Lisbon (Portugal), on the 26th

of February 2013.

The Board of Directors of “EDP Renováveis, S.A.”

António Luís Guerra Nunes Mexia João Manuel Manso Neto

Nuno Maria Pestana de Almeida Alves João Manuel Veríssimo Marques da Cruz

Rui Manuel Rodrigues Lopes Teixeira João Paulo Nogueira da Sousa Costeira

Gabriel Alonso Imaz Manuel Menéndez Menéndez

José Fernando Maia de Araújo e Silva João Manuel de Mello Franco

João José Belard da Fonseca Lopes Raimundo Jorge Manuel Azevedo Henriques dos Santos

Rafael Caldeira de Castel-Branco Valverde Gilles August

António do Pranto Nogueira Leite Acácio Jaime Liberado Mota Piloto




SEVENTH ITEM OF THE AGENDA

Approval of the remuneration policy for the managers of the company.

PROPOSED RESOLUTION FOR THE SEVENTH ITEM OF THE AGENDA

Approve the statement on the Remuneration Policy for the managers of EDP RENOVÁVEIS, S.A.

This document in English is provided for informative purposes only. In the event of

a discrepancy between the content of the English version and the original Spanish version

the latter will prevail.

DECLARATION ON THE REMUNERATION POLICY

The definition of the proposal of the remuneration policy for the members of the Board is

incumbent on Nominations and Remunerations Committee which is appointed by the Board

of Administration.

This Committee defined the remuneration to be attributed to Directors and members of the

Executive Committee, with the purpose that it reflects the performance of each of the

members in each year of their term of office (variable annual remuneration), and also their

performance during their term of office establishing a variable component which is

consistent with the maximisation of the Company's long term performance (variable multi-

annual remuneration for a three-year period), thereby guaranteeing the alignment of the

performance of the governing bodies with the interests of the shareholders.

The remuneration policy proposed by the Nominations and Remunerations Committee for

the period 2011-2013, and approved by the Shareholders’ Meeting last April 11, 2011,

defines a structure with a fixed remuneration for all members of the Board of Directors and

a variable remuneration, with an annual component and a multi-annual component, for the

members of the Executive Committee.

The policy adopted last year, remains therefore in force and is being applied in accordance

with its terms, which are again summarized in this document.

Fixed remuneration

For the period 2011-2013, fixed remuneration which was approved, is the same as the one

set for the 2009-2010 period.

According to the information previously submitted to the Shareholders, EDP Renováveis has

entered into a Management Services Agreement with EDP pursuant to which EDP

Renováveis is due to pay to EDP the corresponding amount (management fee) for the

management services rendered by it, which since May 2012 and in accordance with the

approved composition of the Board of Directors and the Executive Committee, includes

executive and non-executive services.

The non-executive directors may opt between a fixed remuneration or attendance fees per

meeting, in a value equivalent to the fixed remuneration proposed for a director, taking into

consideration the duties carried out.

The Retirement Savings Plan works as an effective retirement complement and corresponds

(i) for members of the Executive Committee who are not ¨Officers¨, 5% of the value of their

respective annual remuneration and (ii) for the members of the Executive Committee

designated as ¨Officers¨, a percentage between 3% and 6%of their respective annual

remuneration.

The Directors do not get any relevant non-monetary benefit as a form of remuneration.

Variable annual and multi-annual remuneration

Variable annual and multi-annual remuneration applies to the members of the Executive

Committee.

Variable annual and multi-annual remuneration will be a percentage of fixed annual

component, with a superior weight for multiannual vs. annual component (120% vs. 80%).

That is, the value of the variable remuneration may range between 0% and 85% of the 80%

of the annual gross fixed remuneration, in the case of the annual variable, and between 0%

and 85% of the 120% of the annual gross fixed remuneration, in the case of the multi-annual

variable.

The KPIs used to determine the amounts of the annual and multi-annual variable regarding

to each year of the term are aligned with the strategic grounds of the Company: growth, risk

control and efficiency. These are the same for all members of the Executive Committee,

although with specific targets for the platforms in the case of COO’s. Indicators which apply

to the years 2012 and 2013, duly adopted according to the proposal of the Nominations and

Remunerations Committee, are applicable respectively to the year 2011:

• The relative performance of the Total Shareholder Return of EDP Renováveis vs

Benchmark, (PSI-20 and peers);

• EDP Renováveis growth (MW and profitable Ready to Build pipeline);

• The risk – result of EDP Renováveis (ROIC Cash; EBITDA and net profit);

• Efficiency (technical availability, OPEX/MW, CAPEX/MW);

• Additional targets (sustainability, employee satisfaction and appreciation of the

Nominations and Remunerations Committee).

The relative weight assigned to each KPIs to calculate annual or multi-annual variable

remuneration, the relevance associated with the achievement of such KPIs on the platform

in the case of COOs, the three-year term considered for determining the value of variable

multi-annual component of the remuneration, the use of the qualitative criteria focused on

a strategic and medium term perspective of the development of the Company, the existence

of a maximum limit for the variable remuneration and the relative importance of this

component in the total remuneration value are determining elements in maximising that the

management performance of the Company not only focuses on short term objectives but

incorporates the interests of the Company and of shareholders in the medium and long

term.

Lisbon, February 22, 2013,

Jorge Manuel Azevedo Henriques dos Santos

Rafael Caldeira de Castel-Branco Valverde




EIGHT ITEM OF THE AGENDA

Reelection, as Auditors of EDP Renováveis S.A., of KPMG AUDITORES, S.L. recorded

in the Official Register of Auditors under number S0702 and with Tax Identification Number

B-78510153, for the year 2013.

PROPOSED RESOLUTION FOR THE EIGHT ITEM OF THE AGENDA

Given that the term for which it was appointed as Auditor of the Companies’ annual

accounts has expired, according to article 264 of the Companies Law, it is agreed to reelect for

the year 2013 KPMG AUDITORES, S.L., with registered office at Madrid (28046), Paseo de la

Castellana 95, 24º and Tax Identification Number B-78.510.153 and recorded in the Official

Register of Auditors under number S0702 to audit the individual annual accounts of the

Company and the consolidated annual accounts of its group.




NINTH ITEM OF THE AGENDA

Delegation of powers to the formalization and implementation of all resolutions

adopted at the General Shareholders’ Meeting, for the purpose of celebrating the respective

public deed and to permit its interpretation, correction, addition or development in order to

obtain the appropriate registrations.

PROPOSED RESOLUTION FOR THE NINTH ITEM OF THE AGENDA

To jointly and severally grant powers of attorney to the Chairman of the Board of

Directors Mr. Antonio Luis Guerra Nunes Mexia, to the Director Mr. João Manuel Manso Neto,

and to the Secretary of the Board of Directors Mr. Emilio García-Conde Noriega, to the full

extent that is necessary under law, to implement all the resolutions adopted by the General

Shareholders’ Meeting and for that purpose, to develop, clarify, specify, interpret, supplement

and rectify said resolutions or those derived from deeds or documents issued in execution of

the same and, in particular, any omissions, defects or errors of content or form, that could

prevent registration of said resolutions and their implications with the Commercial Register.

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