Annual / Quarterly Financial Statement • Feb 28, 2011
Annual / Quarterly Financial Statement
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Annual Accounts and Directors' Report
31 December 2010
(With Auditors' Report Thereon)

KPMG Auditores S.L. Ventura Rodríguez, 2 33004 Oviedo
To the Shareholders of EDP Renováveis, S.A.
We have audited the annual accounts of EDP Renováveis, S.A. (the "Company") which comprise the balance sheet at 31 December 2010, the income statement of changes in equity, the statement of cash flows for the year then ended and the notes thereto. In accordance with legislation governing financial information applicable to the entity (specified in note 2 to the accompanying annual accounts) and, in particular, with the accounting principles and criteria set forth therein, preparation of the annual accounts is the responsibility of the Company's directors. Our responsibility is to express an opinion on the annual accounts taken as a whole, based on our audit, which was conducted in accordance with prevailing legislation regulating the audit of accounts in Spain, which requires examining, on a test basis, evidence supporting the amounts and disclosures in the annual accounts and evaluating whether their overall presentation, the accounting principles and criteria used and the accounting estimates made comply with the applicable legislation governing financial information.
In our opinion, the accompanying annual accounts for 2010 present fairly, in all material respects, the equity and financial position of the Company at 31 December 2010, and the results of its operations and its cash flows for the year then ended, in accordance with applicable legislation governing financial information and, in particular, with the accounting principles and criteria set forth therein.
The accompanying directors' report for 2010 contains such explanations as the directors the Company consider relevant to the situation of the Company, the evolution of its business and other matters, but is not an integral part of the annual accounts. We have verified that the accounting information contained therein is consistent with that disclosed in the annual accounts for 2010. Our work as auditors is limited to the verification of the directors' report within the scope described in this paragraph and does not include a review of information other than that obtained from the accounting records of the Company.
KPMG Auditores S.
Ana Fernández Poderós Partner
24 February 2011
KPMG Auditores S.L., a limited liability Spanish company the KPMG network of independent member firms attlinted with KPMG International Cooperative !' KPMG International" ! a Swiss entity
Rea Mei Madrid T. 11.961. F.90 Pog 11. M -168.007 Inscrip. 9
Sec. 8, H. M -168.007 Inscrip. 9
N I.F B-78510153
Annual Accounts and Directors' Report
31 December 2010
| Assets | Note | 2010 | 2009 |
|---|---|---|---|
| Intangible assets | 5 | 9,025 | 3,889 |
| Property, plant and equipment | 6 | 1,833 | 527 |
| Non-current investments in group companies and associates Equity instruments Loans to group companies |
8 10.a |
8,126,176 4,004,389 4,121,787 |
7,382,998 3,724,936 3,658,062 |
| Non-current investments | 110 | 117 | |
| Deferred tax assets | 18 | 4,579 | 1,349 |
| Total non-current assets | 8,141,723 | 7,388,880 | |
| Trade and other receivables Trade receivables from group companies and associates - current Other receivables Personnel Public entities, other |
9 9 ರ 18 |
7,288 6.074 225 1 988 |
3,294 2,158 146 2 988 |
| Current investments in group companies and associates Debt securities Derivatives Other investments |
10.a 11 |
483,081 302,813 1,368 178,900 |
239,353 202,546 612 36,195 |
| Prepayments for current assets | 79 | 202 | |
| Cash and cash equivalents Cash Cash equivalents |
12 | 182,767 134 182,633 |
257,552 246 257,306 |
| Total current assets | 673,215 | 500,401 | |
| Total assets | 8,814,938 | 7,889,281 |
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| Equity and Liabilities | Note | 2010 | 2009 |
|---|---|---|---|
| Capital and reserves without valuation adjustments Capital Share premium |
13.a | 4,361,541 1,228,451 |
4,361,541 1,228,451 |
| Reserves Profit for the year |
108,280 44,091 |
40,268 68,012 |
|
| Total equity | 5,742,363 | 5,698,272 | |
| Non-current provisions Long-term employee benefits |
384 384 |
||
| Non-current payables Derivatives |
11 | 144,049 144,049 |
1,268 1,268 |
| Group companies and associates, non-curreut | 16.a | 2,799,548 | 2,131,042 |
| Deferred tax liabilities | 18 | 30,621 | 21,872 |
| Total non-current liabilities | 2,974,218 | 2,154,566 | |
| Current provisions | 14 | 13,766 | |
| Current payables | 16.b | 1,324 | 580 |
| Group companies and associates, current | 16.a | 60,964 | 14,691 |
| Trade and other payables | 16.c | 22,303 | 21,172 |
| Current suppliers | 16.c | 1.689 | 2,726 |
| Suppliers, group companies and associates, current | 16.e | 16,579 | 16,695 |
| Personnel (salaries payable) Public entities, other |
18 | 3.838 197 |
1,357 394 |
| Total current liabilities | 98,357 | 36,443 | |
| Total equity and liabilities | 8,814,938 | 7,889,281 |
| Note | 2010 | 2009 | |
|---|---|---|---|
| CONTINUING OPERATIONS | |||
| Revenues | 9 y 21.a | 246,509 | 196,697 |
| Work carried out by the company for assets | 390 | 66 | |
| Other operating income | 2,059 | 803 | |
| Non-trading and other operating income | 2,059 | 803 | |
| Personnel expenses | (9,834) | (7,544) | |
| Salaries and wages | (8,782) | (6,773) | |
| Employee benefits expense | 21.c | (1,052) | (771) |
| Other operating expenses | (29,692) | (14,809) | |
| External services | 21.d | (15,878) | (14,681) |
| Taxes | (35) | (1) | |
| Other administrative expenses | (13,779) | (127) | |
| Amortisation and depreciation | 5 and 6 | (રેટર) | (269) |
| Impairment and gains on disposal of fixed assets | 12 | ||
| Results from operating activities | 208,891 | 174,944 | |
| Finance income | 9 | 46 | 13 |
| Other investment income | 46 | 13 | |
| Other | 46 | 13 | |
| Finance expenses | ોર્સ | (143,344) | (79,312) |
| Group companies and associates | (143,297) | (79,299) | |
| Other | (47) | (13) | |
| Change in fair value of financial instruments | 15 | (1,164) | |
| 10.d and | |||
| Exchange gains | 16.[ | 476 | 1,504 |
| Net finance expense | (143,986) | (77,795) | |
| Profit before income tax | 64,905 | 97,149 | |
| Income tax expense | 18 | (20,814) | (29,137) |
| Profit from continuing operations | 44,091 | 68,012 | |
| DISCONTINUED OPERATIONS | |||
| Profit for the year | 44,091 | 68,012 |
The accompanying notes form an integral part of the annual accounts for 2010.
Statements of Changes in Equity for the years ended 31 December 2010 and 2009
A) Statements of Recognised Income and Expense for the years ended 31 December 2010 and 2009
(Expressed in thousands of Euros)
| Note | 2010 | 2009 | |
|---|---|---|---|
| Profit for the year | 44,091 | 68,012 | |
| Total income and expense recognised directly in equity | |||
| Total amounts transferred to the income statement | |||
| Total non-financial assets and non-financial liabilities | |||
| Total recognised income and expense | 44,091 | 68,012 |
| Entity | Capital | Share premium |
Reserves | Share capital increase costs |
Profit for the year |
l otal |
|---|---|---|---|---|---|---|
| Balance at 31 December 2009 | 4,361,541 | 1.228.451 | 74.838 | (34,570) | 68.012 | 5.698,272 |
| Recognised income and expense Other changes in equity |
L | 68,012 | 44.091 (68,012) |
44,091 | ||
| Balance at 31 December 2010 | 4,361,541 | 1,228,451 | 142,850 | (34,570) | 44.091 | 5.742.363 |
| Entity | Capital | Share premium |
Reserves | Share capital increase costs |
Profit for the year |
l'otal |
|---|---|---|---|---|---|---|
| Balance at 31 December 2008 | 4,361,541 | 1,228,451 | 44 | (34,570) | 74.794 | 5,630,260 |
| Recognised incomc and expense Other changes in equity |
74,794 | 68.012 (74,794) |
68.012 | |||
| Balance at 31 December 2009 | 4,361,541 | 1,228.451 | 74,838 | (34,570) | 68,012 | 5,698,272 |
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| Note | 2010 | 2009 | |
|---|---|---|---|
| Cash flows used in operating activities | |||
| Profit for the year before tax | 64,905 | 97,149 | |
| Adjustments for: | (88,216) | (118,633) | |
| Amortisation and depreciation (+) | 5 and 6 | રેરેન્ડે | 269 |
| Change in provisions (+/-) | 14 | 13,766 | |
| Proceeds from disposals of fixed assets (+/-) | (12) | ||
| Finance income (-) | 9 | (246,555) | (196,710) |
| Finance expenses (+) | ો રે | 143,344 | 79,312 |
| 10.d and | |||
| Exchange gains/losses (+/-) | 16.f | (476) | (1,504) |
| Change in fair value of financial instruments (+/-) | ો રે | 1,164 | |
| Cbanges in opcrating assets and liabilities | (970) | 6,378 | |
| Trade and other receivables (+/-) | (284) | (220) | |
| Other current assets | 123 | (11) | |
| Trade and other payables (+/-) | 1,328 | 6,535 | |
| Other current liabilities (+/-) | (197) | 174 | |
| Other cash flows used in operating activities | (533,793) | (1,227,245) | |
| Interest paid (-) | (72,225) | (29,468) | |
| Interest received (+) | 229,991 | 94,747 | |
| Payments (proceeds) for loans extended to subsidiaries (-) | (676,313) | (1,304,945) | |
| Income tax paid (received) (-/+) | 18 | (15.246) | 12,421 |
| Cash flows used in operating activities | (556,134) | (1,242,351) | |
| Cash flows used in investing activities | |||
| Payments for investments (-) | (75,608) | (198,741) | |
| Group companies and associates | (65,530) | (194,738) | |
| Intangible assets | (8,585) | (3,671) | |
| Property, plant and equipment | (1,493) | (332) | |
| Proceeds from sale of investments (+) | 97 | ||
| Property, plant and equipment | 6 | 07 | |
| Cash flows used in investing aetivities | (75,511) | (198,741) | |
| Cash flows from financing aetivities | |||
| Proceeds from and payments for financial liability instruments | 529,731 | 1,682,939 | |
| Issue | |||
| Group companies and associates (+) Redemption and repayment of |
529,731 | 1,682,939 | |
| Group companies and associates (-) | |||
| Cash flows from financing activities | 529,731 | 1,682,939 | |
| Effect of exchange rate fluctuations | 27,129 | (તેળર) | |
| Net increase/decrease in cash and cash equivalents | 12 | (74,785) | 240,942 |
| Cash and cash equivalents at beginning of year | 12 | 257,552 | 16,610 |
| Casb and cash equivalents at year end | 182,767 | 257,552 |
The aceompanying notes form an integral part of the annual aecounts for 2010.
The accompanying annual accounts have been prepared on the basis of the accounting records of EDP Renováveis, S.A. The annual accounts for 2010 and 2009 have been prepared in accordance with prevailing legislation and the Spanish General Chart of Accounts to present fairly the equity and financial position at 31 December 2010 and 2009 and results of operations and changes in equity for the years then ended.
The directors consider that the individual annual accounts for 2010 prepared on 23 February 2011 will be approved without significant changes.
The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's funetional and presentation currency.
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The proposed distribution of 2010 profit to be submitted to the shareholders for approval at their annual general meeting is as follows:
| Euros | |
|---|---|
| Basis of allocation Profit for the year |
44.091.046.97 |
| Distribution | |
| Legal reserve | 4.409.104.70 |
| Voluntary reserve | 39.681.942.27 |
| Total | 44.091.046.97 |
The distribution of profit of the Company for the year ended 31 December 2009, approved by the shareholders at their annual general meeting held on 31 April 2010, is as follows:
| Euros | |
|---|---|
| Basis of allocation Profit for the year |
68,012,381.59 |
| Distribution | |
| Legal reserve | 6,801,238.16 |
| Voluntary reserve | 61,211,143.43 |
| Total | 68,012,381.59 |
At 31 December non-distributable reserves are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Non-distributable reserves | ||||
| Legal reserve | 14,280 | 7.479 | ||
| 14,280 | 7.479 |
Profit recognised directly in equity cannot be distributed, either directly or indirectly.
Computer software maintenance costs are charged as expenses when incurred.
Property, plant and equipment are depreciated using the following criteria:
| Depreciation method |
Estimated years of useful life |
|
|---|---|---|
| Other installations | Straight-line | 10 |
| Information technology equipment | Straight-line | 4 |
(d) Financial instruments
Financial instruments are classified on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the economic substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument.
The Company classifies financial instruments into different categories based on the nature of the instruments and management's intentions on initial recognition.
A financial asset and a financial liability are offset only when the Company currently has the legally enforceable right to offset the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
This category also includes the derivative financial instruments described in note 11.
Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred.
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After initial recognition, they are recognised at fair value through profit or loss. Fair value is reduced by transaction costs incurred on sale or disposal. Accrual interest and dividends are recognised separately.
Loans and receivables comprise trade and non-trade receivables with fixed or determinable payments that are not quoted in an active market other than those classified in other financial asset categories. These assets are recognised initially at fair value, including transaction costs, and subsequently measured at amortised cost using the effcctive interest method.
Investments in group companies are initially recognised at cost, which is equivalent to the fair value of the consideration given, excluding transaction costs, and are subsequently measured at cost net of any accumulated impairment. The cost of investments in group companies acquired prior to 1 January 2010 includes transaction costs.
Interest is recognised using the effective interest method.
Based on consultations with the Spanish Institute of Accountants and Auditors Note 2 published in its Official Gazette number 78, for entities whose ordinary activity is the holding of shares in group companies, as well as the financing of subsidiaries, dividends and other income - coupons, interest - earned on financing extended to subsidiaries, as well as profits obtained from the disposal of investments, except those deriving from the disposal of subsidiaries, jointly-controlled entities and associates, constitute revenue in the income statement.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Impairment losses are recognised and reversed in the income statement.
Impairment of an investment is limited to the amount of the investment, except when contractual, legal or constructive obligations have been assumed by the Company or payments have been made on behalf of the companies.
Financial liabilities, including trade and other payables, that are not classified as held for trading or as financial liabilities at fair value through profit or loss are initially recognised at fair value less any transaction costs directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method.
Notes to the Annual Accounts
Deferred tax assets and liabilities are recognised in the balance sheet under non-current assets or liabilities, irrespective of the expected date of recovery or settlement.
Notes to the Annual Accounts
Assets acquired by the Company to minimise the environmental impact of its activity and protect and improve the environment, including the reduction and elimination of future pollution from the Company's activities, are capitalised as property, plant and equipment in the balance sheet at cost of purchase or production and depreciated over their estimated useful lives.
The Company makes an environmental provision when expenses are probable or certain to arise but the amount or timing is unknown. Where necessary, provision is also made for environmental work arising from any legal or contractual commitments and for those commitments acquired for the prevention and repair of environmental damage.
Transactions between group companies are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.
The Company hedges the risk of changes in foreign currency exchange rates derived from investments in group companies denominated in foreign currency. Investments include the monetary items that are accounted for as part of the net investment in accordance with section 4(a). The hedges are classified as fair value hedges. The portion of gains or losses on the hedging instrument or on the changes in the exchange of the monetary item used as the hedging instrument are recognised as exchange gains or losses. Gains or Iosses on investments related with the foreign currency amount of the underlying in the annual accounts are recognised as exchange gains or losses in profit and loss with a valuation adjustment for the effective part of the hedge.
The Company recognises the expected cost of profit-sharing and bonus plans when it has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made.
Details of intangible assets and movement are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Balance at 31.12.09 |
Additions | Disposals | Balance at 31.12.10 |
|
| Cost | ||||
| Computer software | 2,253 | 6 | 2,259 | |
| Computer software under development | 1,861 | 9,321 | (3,739) | 7,443 |
| 4,114 | 9,327 | (3,739) | 9,702 | |
| Amortisation | ||||
| Computer software | (225) | (452) | (677) | |
| (225) | (452) | (677) | ||
| Carrying amount | 3,889 | 8,875 | (3,739) | 9,025 |
| Thousands of Euros | ||||
|---|---|---|---|---|
| Balance at 31.12.08 |
Additions | Disposals | Balance at 31.12.09 |
|
| Cost | ||||
| Computer software | 2.253 | 2,253 | ||
| Computer software under development | 58 | 1.803 | 1,861 | |
| 58 | 4,056 | 4,114 | ||
| Amortisation | ||||
| Computer software | - | (225) | (225) | |
| (225) | (225) | |||
| Carrying amount | રેક | 3.831 | 3,889 |
Additions to computer software mainly comprise wind farm management software acquired during the year. Disposals reflect various wind farm management applications invoiced to the Company's subsidiary HWE.
At year end the Company has no fully amortised intangible assets.
At 31 December 2010, the Company has commitments to purchase intangible assets, namely computer software, amounting to Euros 10,598 thousand (Euros 7,230 thousand within one year, Euros 2,352 thousand in one to three years and Euros 1,016 thousand in three to five years).
Details of property, plant and equipment and movement are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Balance at | Balance at | ||||
| 31.12.09 | Additions | Disposals | 31.12.10 | ||
| Cost | |||||
| Other installations | 363 | 994 | 1,357 | ||
| Information technology | |||||
| equipment | 208 | 32 | (97) | 143 | |
| Under construction | 466 | 466 | |||
| રતા | 1,492 | (97) | 1,966 | ||
| Depreciation | |||||
| Other installations | (18) | (୧୯) | (87) | ||
| Information technology | |||||
| equipment | (26) | (32) | 12 | (46) | |
| (44) | (101) | 12 | (133) | ||
| Carrying amount | 527 | 1,391 | (82) | 1,833 |
(Continued)
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Balance at 31.12.08 |
Additions | Transfers | Balance at 31.12.09 |
||
| Cost | |||||
| Other installations | 210 | । ਦੇ ਤੋ | 363 | ||
| Information technology equipment | 123 | 8 € | 208 | ||
| Under construction | 238 | (238) | |||
| 238 | 333 | 571 | |||
| Depreciation | |||||
| Other installations | (18) | (18) | |||
| Information technology equipment | (26) | (26) | |||
| (44) | (44) | ||||
| Carrying amount | 238 | 289 | 527 |
The Company has contracted insurance policies to cover the risk of damage to its property, plant and equipment. The coverage of these policies is considered sufficient.
At year end the Company has no fully depreciated property, plant and equipment.
Details of financial assets exposed to credit risk are provided in note 10.
Details of the hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11.
Details of equity instruments of group companies are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2010 | 2009 | |
| EDP Renováveis Brasil | 12,383 | 9,383 |
| EDP Renewables Europe, S.L.U. | 884,352 | 884,352 |
| Horizon Wind Energy, LLC | 3,107,654 | 2,831,201 |
| EDP Renewables Canada, Ltd. | ನ | |
| Uncalled equity holdings in EDP Renewables Canada, Ltd. | (3) | |
| 4,004,389 | 3,724,936 | |
| (Nota 10 a) (Nota 10 a) |
No impairment losses have been recognised as a result of the tests performed.
Details of direct and indirect investments in group companies are provided in Appendix I.
| Thousands of Euros | |||
|---|---|---|---|
| 2010 | 2009 | ||
| Horizon Wind Energy, LLC. (HWE) | 3,107,654 | 2,831,201 | |
| 3,107,654 | 2,831,201 |
Notes to the Annual Accounts
The classification of financial assets by category and class, as well as a comparison of the fair value and the carrying amount is as follows:
| 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Non-current | Current | |||||||
| At amortised cost or cost | At amortised eost or cost | |||||||
| Carrying amount |
Fair value | Total | Carrying amount |
Fair value | At fair value |
Total | ||
| Assets held for trading | ||||||||
| Derivative financial instruments |
1 368 | 1,368 | ||||||
| Total | 1,368 | 1,368 | ||||||
| Loans and receivables | ||||||||
| Loans, fixed rate | 4,110,684 | 3,805,591 | 4,110,684 | 200,963 | 200,963 | - | 200,963 | |
| Loans, floating rate | 1,103 | 11,103 | 11,103 | 101 830 | 101,850 | - | 101,850 | |
| Deposits and guarantees | 9 | 9 | 9 | |||||
| Other finaneial assets | 101 | 101 | 101 | 178.900 | 178,900 | - | 178,900 | |
| Trade receivables | 6,300 | 6,300 | 6,300 | |||||
| Total | 4.121,897 | 3,816,804 | 4,121,897 | 488,013 | 488,013 | 488,013 | ||
| Total financial assets | 4,121,897 | 3.816,804 | 4,121,897 | 488,013 | 488,013 | 1,368 | 489,381 |
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| 2009 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||||||
| Non-current | Current | |||||||||||
| At amortised cost or cost | At amortised cost or cost | |||||||||||
| Carrying amount |
Fair value | Total | Carrying amount |
Fair value | At fair value |
Total | ||||||
| Assets held for trading | ||||||||||||
| Derivative financial instruments |
612 | 612 | ||||||||||
| Total | 612 | 612 | ||||||||||
| Loans and receivables | ||||||||||||
| Loans, fixed rate | 3,658,062 | 3,843,920 | 3,658.062 | 188,216 | 188,216 | 188,216 | ||||||
| Loans, floating rate | 14,330 | 14,330 | 14,330 | |||||||||
| Deposits and guarantees | 9 | 9 | 9 | - | ||||||||
| Other finaneial assets | 108 | 108 | 108 | 36,195 | 36.195 | 36,195 | ||||||
| Trade receivables | 2,304 | 2,304 | 2,304 | |||||||||
| Total | 3,658,179 | 3,844,037 | 3,658,179 | 241,045 | 241,045 | 241,045 | ||||||
| Total financial assets | 3,658,179 | 3,844,037 | 3,658,179 | 241,045 | 241,045 | 241,657 |
Net losses and gains by category of financial asset are as follows:
| 2010 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Loans and receivables, group companies |
Loans and receivables, third parties |
Total | |||
| Finance income at amortised cost | 246,509 | 46 | 246,555 | ||
| Net gains in profit and loss | 246,509 | 46 | 246,555 |
| 2009 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Loans and receivables, group companies |
Loans and receivables, third parties |
Total | |||
| Finance income at amortised cost | 196,697 | । ਤੇ | 196,710 | ||
| Net gains in profit and loss | 196,697 | । ਤੇ | 196,710 |
Details of investments in group companies are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2010 | 2009 | ||||
| Non-current | Current | Non-current | Current | ||
| Group | |||||
| Equity instruments (note 8) | 4.004.389 | 3,724,936 | |||
| Loans | 4.121.787 | 282,745 | 3,658,062 | 195,214 | |
| Interest | 20,068 | 7.332 | |||
| Derivative financial instruments (note 11) | 1,368 | 612 | |||
| Other financial assets | 178,900 | 36.195 | |||
| 8,126,176 | 483,081 | 7,382,998 | 239.353 |
Other financial assets comprise current accounts with the group, which earn daily interest that is settled on a monthly basis. The rate applicable to interest receivable is the one-month Euribor plus 0.5% and the rate applicable to interest payable is the one-month Euribor.
Details of the main characteristics of loans are as follows.
| 2010 | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||
| Carrying amount | |||||||
| Currenc | Effectiv | Nomina | Nominal | No | |||
| Type | y | e rate | l rate | Maturity | amount | Current | Current |
| Group | EUR | 2.74% | 2.74% | 2011 | 71,600 | 71,600 | |
| Group | EUR | 5.11% | 5.11% | 2018 | 886,691 | 886,691 | |
| Group | EUR | 5.00% | 5.00% | 2022 | 229,876 | 19,989 | 209,887 |
| Group | EUR | 4.81% | 4.81% | 2022 | 178,665 | 15,536 | 163,129 |
| Group | EUR | 5.14% | 5.14% | 2023 | 503,328 | 40.266 | 463,062 |
| Group | EUR | 5.56% | 5.56% | 2023 | 299,692 | 23,975 | 275,717 |
| Group | EUR | 4.80% | 4.80% | 2016 | 24,796 | 4,133 | 20,663 |
| Group | EUR | 6.98% | 6.98% | 2019 | 69,178 | 69,178 | |
| Group | EUR | 6.93% | 6.93% | 2019 | 297,663 | 297,663 | |
| Group | EUR | 6.80% | 6.80% | 2019 | 184,332 | 184,332 | |
| Group | EUR | 5.04% | 5.04% | 2020 | 136,093 | 136,093 | |
| Group | EUR | 4.63% | 4.63% | 2020 | 158,481 | 158,481 | |
| Group | EUR | 5.56% | 5.56% | 2020 | 76,771 | 76,771 | |
| Group | EUR | 6.33% | 6.33% | 2023 | 241,390 | 18,568 | 22,822 |
| Group | EUR | 5.78% | 5.78% | 2023 | 121,400 | 121,400 | |
| Group | EUR | 4.78% | 4.78% | 2021 | 370,372 | 33,670 | 336,702 |
| Group | EUR | 5.67% | 5.67% | 2023 | 44,460 | 3,420 | 41,040 |
| Group | EUR | 5.45% | 5.45% | 2027 | 362,739 | 21,338 | 341,401 |
| Group | EUR | 5.67% | 5.67% | 2012 | 17,203 | 6.100 | 11,103 |
| Group | EUR | 2.77% | 2.77% | 2011 | 24,150 | 24,150 | |
| Group | EUR | 5.64% | 5.64% | 2014 | 570 | 570 | |
| Group | EUR | 6.71% | 6.71% | 2014 | 2,892 | 2,892 | |
| Group | EUR | 6.31% | 6.31% | 2014 | 408 | 408 | |
| Group | EUR | 6.36% | 6.36% | 2014 | 107 | 107 | |
| Group | PLN | 5.74% | 5.74% | 2024 | 23,899 | 23,899 | |
| Group | PLN | 6.91% | 6.91% | 2015 | 17,436 | 17,436 | |
| Group | PLN | 8.41% | 8.41% | 2014 | 10 | 10 | |
| Group | PLN | 8.44% | 8.44% | 2014 | 29,217 | 29,217 | |
| Group | PLN | 8.79% | 8.79% | 2014 | 1,098 | 1.098 | |
| Group | PLN | 9.47% | 9.47% | 2014 | 13,251 | 13,251 | |
| Group | PLN | 9.76% | 9.76% | 2014 | 3,472 | 3,472 | |
| Group | PLN | 9.93% | 9.93% | 2014 | 1,182 | 1,182 | |
| Group | PLN | 10.23% | 10.23% | 2014 | 428 | 428 | |
| Group | PLN | 10.26% | 10.26% | 2014 | 1,321 | 1,321 | |
| Group | PLN | 10.58% | 10.58% | 2014 | 225 | 225 | |
| Group | PLN | 10.65% | 10.65% | 2014 | 10.136 | 10.136 | |
| Total group | 4,404,532 | 282,745 | 4,121,787 | ||||
| Total | 4,404,532 | 282,745 | 4,121,787 |
(Continued)
All of these loans have been extended to EDP Renewables Europe, S.L.U. and subsidiaries at fixed interest rates, except for three floating-rate loans with a total nominal amount of Euros 112,953 thousand at year end.
| 2009 | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||
| Carrying amount | |||||||
| Effectiv | Nomina | Nominal | Non- | ||||
| Type | Currency | e rate | l rate | Maturity | amount | Current | current |
| Group | EUR | 5.11% | 5.11% | 2018 | 886.691 | 886.691 | |
| Group | EUR | 5.15% | રો નિર્જ | 2023 | 543,594 | 40,266 | 503,328 |
| Group | EUR | 10.22% | 10.22% | 2014 | 97 | 97 | |
| Group | EUR | 5.56% | રે રેલને | 2023 | 323,668 | 23,975 | 299,693 |
| Group | EUR | 5.46% | 5.46% | 2027 | 283,277 | 15.738 | 267,539 |
| Group | EUR | 6.81% | 6.81% | 2019 | 184,332 | 184,332 | |
| Group | ET JR | 5.01% | 5.01% | 2022 | 249,865 | 19,989 | 229,876 |
| Group | EUR | 6.34% | 6.34% | 2023 | 259,958 | 18,568 | 241,390 |
| Group | FI JR | 4.78% | 4.78% | 2021 | 22,857 | 18,571 | 204,286 |
| Group | EUR | 4.81% | 4.81% | 2022 | 194,201 | 15,536 | 178,665 |
| Group | EUR | 4.78% | 4.78% | 2021 | 181.185 | 15,099 | 166,086 |
| Group | El IR | 5.78% | 5.78% | 2023 | 105,400 | 105,400 | |
| Group | EUR | 5.46% | 5.46% | 2027 | 100,799 | 5,600 | 95.199 |
| Group | EUR | 4.80% | 4.80% | 2016 | 28,929 | 4,110 | 24,819 |
| Group | EUR | 5.68% | 5.68% | 2023 | 47,880 | 3,432 | 44,448 |
| Group | EUR | 4.07% | 4.07% | 2010 | 14,330 | 14,330 | |
| Group | EUR | 5.65% | ર રહેરાજ | 2014 | 2,892 | 2,892 | |
| Group | ET JR | 6.72% | 6.72% | 2014 | 408 | 408 | |
| Group | EUR | 5.65% | 5.65% | 2014 | 500 | રે00 | |
| Group | EUR | 5.29% | 5.29% | 2014 | 460 | 460 | |
| Group | EUR | 5.30% | 5.30% | 2014 | 1.785 | 1,785 | |
| Group | EUR | 8.44% | 8.44% | 2014 | 33,978 | 33,978 | |
| Group | PLN | 8.79% | 8.79% | 2014 | 2,682 | 2,682 | |
| Group | PLN | 9 47% | 9.47% | 2014 | 8.673 | 8.673 | |
| Group | PLN | 10.26% | 10.26% | 2014 | 914 | 914 | |
| Group | PI N | 10.23% | 10.23% | 2014 | 365 | 365 | |
| Group | PLN | 9.00% | 9.00% | 2014 | 171 | 171 | |
| Group | PI N | 10.58% | 10 58% | 2014 | 207 | 207 | |
| Group | PLN | 6.99% | 6.99% | 2019 | 173,178 | 173,178 | |
| Total group | 3,853,276 | 195,214 | 3,658,062 | ||||
| Total | 3,853,276 | 195,214 | 3,658,062 |
All of these loans had been extended to EDP Renewables Europe, S.L.U. and subsidiaries at fixed interest rates, with the exception of one floating-interest loan with a nominal amount of Euros 14,330 thousand at year end.
(Continued)
●
The classification of financial assets by maturity is as follows:
| 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| 2011 | 2012 | 2013 | 2014 | 2015 | Subsequent years |
Less current portion |
Total non- current |
|
| Loans and receivables | ||||||||
| Loans | ||||||||
| Fixed rate | 160,125 147,226 147,226 | 228,887 | 182,004 | 3.068.640 | (147,226) | 3,773,983 | ||
| Floating rate | 142,688 | 44.773 | 33,670 | 33,670 | 33,670 | 202,021 | (135,519) | 347,804 |
| Deposits and guarantees | 9 | 9 | ||||||
| Other financial assets | 178,900 | 101 | (178,900) | 101 | ||||
| Derivative financial instruments |
1,368 | (1,368) | ||||||
| Trade receivables | 6,299 | (6,295) | ||||||
| Total | 489,380 191,999 180,896 262,557 215,674 3,270,771 (290,509) 4,121,897 |
| 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| 2010 | 2011 | 2012 | 2013 | 2014 | Subsequent years |
Less current portion |
Total non- current |
|
| Loans and receivables | ||||||||
| Loans | ||||||||
| Fixed rate | 180,884 180,896 | 180,896 189,003 250,244 | 2,857,023 | (180,884) | 3,658,062 | |||
| Floating rate | 14,330 | (14,330) | ||||||
| Deposits and guarantees | 9 | 0 | ||||||
| Other financial assets | 36,195 | 108 | (36,195) | 108 | ||||
| Derivative financial | ||||||||
| instruments | 612 | (612) | ||||||
| Trade receivables | 2,304 | (2,304) | ||||||
| Total | 234,325 180,896 180,896 189,003 250,244 2,857,140 (234,325) 3,658,179 |
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Settled | Outstanding | Settled | Outstanding | |
| Non-current investments in group companies and associates |
805 | (142,499) | (363) | 66,355 |
| Loans to companies Hedges of net investments in |
805 | 283 | (363) | 2,144 |
| foreign operations | (142,782) | 64.211 | ||
| Cash and cash equivalents | 29 454 | (2,325) | (905) | |
| Cash equivalents | 29.454 | (905) | ||
| Total financial assets | 30,259 | (144,824) | (363) | 65,450 |
Details of derivative financial instruments are as follows:
| 2010 Thousands of Euros |
|||||
|---|---|---|---|---|---|
| Assets | Liabilities | ||||
| Non-current | Current | Non-current | Current | ||
| Hedging derivatives | |||||
| a) Fair value hedges | |||||
| Net investment hedging swaps (note 8) | 144,049 | ||||
| Total | 144,049 | ||||
| Derivatives held for trading and at fair value through profit or loss |
|||||
| b) Foreign currency derivatives | |||||
| Forward exchange contracts | 1,368 | 2,540 | |||
| Total | 1,368 | 2,540 | |||
| Total hedging derivatives | 1.368 | 144,049 | 2,540 | ||
| (nota 10 a) | (note 15) |
| 2009 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Assets | Liabilities | ||||
| Non-current | Current | Non-current | Current | ||
| Hedging derivatives | |||||
| a) Fair value hedges | |||||
| Net investment hedging swaps (note 8) | 1,268 | ||||
| Tota | 1,268 | ||||
| Derivatives held for trading and at fair value through profit or loss |
|||||
| b) Foreign currency derivatives | |||||
| Forward exchange contracts | 612 | 612 | |||
| Total | 612 | 612 | |||
| Total hedging derivatives | 612 | 1.268 | 612 | ||
| (nota 10 a) | (note 15) |
C
The total amount of gains and losses on hedging instruments and on items hedged under fair value hedges of net investments in group companies is as follows:
| Thousands of Euros | |||
|---|---|---|---|
| Gains/(losses) | Gains/(losses) | ||
| 2010 | 2009 | ||
| Forward foreign currency contracts | |||
| - Swap hedging instruments for net investments (note 8) | (142,782) | 64,211 | |
| Investments in group companies (note 8) | 142,782 | (64,211 | |
Details of cash and cash equivalents are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2010 | 2009 | |
| Cash in hand and at banks | 34 | 246 |
| Current bank deposits | 182.633 | 257,306 |
| 182.767 | 257.552 |
Current bank deposits reflect US Dollar deposits extended to the group company EDP Finance BV, which fall due in less than three months and carn interest at a rate of between 5% and 5.5% (between 0.2% and 0.3% in 2009).
(13) Capital and Reserves without Valuation Adjustments
Details of equity and movement during 2010 and 2009 are shown in the statement of changes in equity.
| Companies which hold a direct or indirect interest of at least 10% in the share capital of | |
|---|---|
| the Company at 31 December 2010 and 2009 are as follows: |
| 2010 and 2009 | |||
|---|---|---|---|
| Company | Number of shares |
Percentage ownership |
|
| EDP - Energías de Portugal, S.A. Sucursal en España Hidroeléctrica del Cantábrico. S.A. Others (*) |
541,027.156 135,256,700 196.024.306 |
62.02% 15.51% 22.47% |
|
| 872,308,162 | 100.00% |
(*) Shares quoted on the Lisbon stock exchange
This reserve is freely distributable.
Details of reserves and movement during the year reflect the proposed distribution of profit approved by the shareholders (see note 3).
The legal reserve has been appropriated in compliance with the revised Spanish Companies Act, in force since 1 September 2010, which requires that companies transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. Although the legal reserve can be used to increase share capital, until it reaches an amount equal to 20% of share capital, it can only be used to offset losses if no other reserves are available and cannot be used for any other purpose. At 31 December 2010 and 2009, the Company has not appropriated to this reserve the minimum amount required by law.
These reserves are freely distributable.
As a result of the public share offering, the Company has incurred a number of expenses associated with the share capital increase, which have been recognised in this caption net of the tax effect.
Movements in provisions in 2010 are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| Balance at | Balance at | |||
| 31.12.09 | Charge | 31.12.10 | ||
| Current provisions | ||||
| Provisions | 13,766 | 13.766 |
Provisions are recognised with a charge to other administrative expenses. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
The classification of financial liabilities by category and class and a comparison of the fair value with the carrying amount are as follows:
| 2010 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||||
| Non-current | Current | ||||||||
| At amortised cost or | At amortised cost or cost |
||||||||
| cost | |||||||||
| Carrying amount |
Fair value | At fair value |
Total | Carrying amount |
Fair value |
At fair value |
Total | ||
| Liabilities held for trading | |||||||||
| Derivative financial instruments | 2,540 | 2,540 | |||||||
| Total | 2.540 | 2,540 | |||||||
| Debts and payables | |||||||||
| Fixed-rate payables to group companies |
2,799,548 | 2,652,417 | 2,799,548 | 806 | 806 | 806 | |||
| Other liabilities Financial liabilities |
58,942 | 58,942 | 58,942 | ||||||
| Trade and other payables | 22,106 | 22,106 | 22,106 | ||||||
| Total | 2,799,548 | 2,652,417 | 2,799,548 | 81,854 | 81,854 | 81,854 | |||
| Hedging derivatives Traded on OTC markets |
- | 144,049 | 144,049 | ||||||
| Total | 144,049 | 144,049 | |||||||
| Total financial liabilities | 2,799,548 | 2,652,417 | 144,049 | 2,943,597 | 81,854 | 81,854 | 2,540 | 84,394 |
| 2009 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||||
| Non-current | Current | ||||||||
| At amortised cost or | At amortised cost or | ||||||||
| cost | cost | ||||||||
| Carrying amount |
Fair value | At fair value |
Total | Carrying amount |
Fair value |
At fair value |
Total | ||
| Liabilities held for trading | |||||||||
| Derivative financial instruments | 612 | 612 | |||||||
| Total | 612 | 612 | |||||||
| Debts and payables | |||||||||
| Fixed-rate payables to group companies |
2,131,042 | 2,100,868 | 2,131,042 | રેતેર | રતેર | રતેર | |||
| Other financial liabilities | 14,064 | 14,064 | 14,064 | ||||||
| Trade and other payables | 20.778 | 20,778 | - | 20,778 | |||||
| Total | 2,131,042 | 2,100,868 | 2,131,042 | 34.842 | 34,842 | 34,842 | |||
| Hedging derivatives Traded on OTC markets |
1,268 | 1,268 | |||||||
| Total | 1,268 | 1,268 | |||||||
| Total financial liabilities | 2,131,042 | 2,100,868 | 1,268 | 2,132,310 | 35,437 | 35,437 | 612 | 36,049 |
Net gains and losses by financial liability category are as follows:
| 2010 | ||||||
|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||
| Debts and payables, group companies |
Debts and payables, third parties |
Liabilities held for trading |
Total | |||
| Finance expenses at amortised cost Change in fair value |
143.297 | 47 | 1,164 | 143,344 1,164 |
||
| Total | 143,297 | 47 | 1,164 | 144,508 |
| 2009 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Debts and payables, group companies |
Debts and payables, third parties |
Total | |||
| Finance expenses at amortised cost | 79,299 | 13 | 79,312 | ||
| Total | 79,299 | 13 | 79,312 |
Details of payables to group companies are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Non-current Current |
Non-current | Current | ||||
| Group | ||||||
| Group companies | 2,799,548 | 2,131,042 | ||||
| Interest | 806 | રેતેર | ||||
| Suppliers of fixed assets, group | ||||||
| companies | ા રા ત | |||||
| Derivative financial instruments (note 11) |
2,540 | 612 | ||||
| Current account with group companies |
57,467 | 13,484 | ||||
| Total | 2,799,548 | 60,964 | 2,131,042 | 14,691 |
The current account with group companies accrues daily interest which is settled or collected on a monthly basis. The rate applicable to interest receivable is the onemonth Euribor plus 0.5% and the rate applicable to interest payable is the one-month Euribor.
At 31 December 2010, payables to group companies reflect ten fixed-interest loans (six at 31 December 2009) obtained from EDP Finance BV.
Details of payables are as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||||
| Non-current | Current Non-current | Current | ||||||
| Unrelated parties | ||||||||
| Suppliers of fixed assets | 1.324 | 580 | ||||||
| l'otal | 1,324 | 280 |
At 31 December 2010 and 2009, payables to suppliers of fixed assets reflect invoices payable to suppliers of computer software.
The terms and conditions of loans and payables are as follows:
| 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Carrying amount | ||||||||
| l ype | Currency | Effectiv e rate |
Nomin al rate |
Maturity | Nominal amount |
Current | Non- current |
|
| Group | EUR | 4.66% | 4.66% | 2018 | 890,275 | 890,275 | ||
| EUR | 6.93% | 6.93% | 2019 | 186,644 | 186.644 | |||
| EUR | 5.04% | 5.04% | 2020 | 160,776 | 160,776 | |||
| EUR | 4.63% | 4.63% | 2020 | 79,000 | 79,000 | |||
| EUR | 5.56% | 5.56% | 2020 | 35.000 | 35.000 | |||
| USD | 4.57% | 4.57% | 2018 | 1,102,218 | 1,102,218 | |||
| USD | 7.86% | 7.86% | 2019 | 170,749 | 170,749 | |||
| USD | 7.30% | 7.30% | 2019 | 101,603 | 101,603 | |||
| USD | 7.40% | 7.40% | 2020 | 37,524 | 37,524 | |||
| OSD | 8.35% | 8.35% | 2019 | 35,759 | 35,759 | |||
| Total | 2,799,548 | 2,799,548 |
| 2009 | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||
| Carrying amount | |||||||
| Type | Currency | Effectiv e rate |
Nomin al rate |
Maturity | Nominal amount |
Current | Non- current |
| Group | |||||||
| EUR | 4.66% | 4.66% | 2018 | 807,767 | 807,767 | ||
| EUR | 6 93% | 6.93% | 2019 | 15,152 | 15,152 | ||
| USD | 4.57% | 4.57% | 2018 | 1,022,340 | 1.022,340 | ||
| USD | 7.86% | 7.86% | 2019 | 158,375 | 158,375 | ||
| USD | 7 30% | 7 30% | 2019 | 94,240 | 94,240 | ||
| USD | 8.36% | 8.36% | 2019 | 33.168 | 33,168 | ||
| Total | 2,131,042 | 2,131.042 |
Details of trade and other payables are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Non-current | Current | Non-current | Current | |||
| Group | ||||||
| Suppliers | 15,019 | 14,955 | ||||
| 15,019 | 14,955 | |||||
| Related companies | ||||||
| Trade payables | 1,560 | 1,740 | ||||
| 1,560 | 1,740 | |||||
| Unrelated parties | ||||||
| Trade payables | 1,689 | 2,726 | ||||
| Salaries payable | 3,838 | 1,357 | ||||
| Public entities, other (note 16) | 197 | 394 | ||||
| 5,724 | 4,477 | |||||
| Total | 22,303 | 21,172 |
Payables to group companies and associates mainly relate to expenses invoiced by EDP Energías de Portugal, S.A. and EDP Energías de Portugal, S.A. (Sucursal en España) primarily for management and IT services and use of the trademark.
The classification of financial liabilities by maturity is as follows:
| 2010 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| 2011 | 2012 | 2013 | 2014 | 2015 | Subsequen t years |
Less current portion |
Total non- current |
|
| Payables to group companies | 2,799.548 | 2,799,548 | ||||||
| Derivative financial instruments Group companies and |
2.540 | 89.332 | 54.717 | (2,540) | 144,049 | |||
| associates | 58,424 | (58,424) | ||||||
| Current payables | 1,324 | (1,324) | ||||||
| Trade and other payables | 22,303 | (22,303) | ||||||
| Total financial liabilities | 84,591 | 89,332 | 2,854,265 | (84,591) | 2,943.597 |
| 2009 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||||
| 2010 | 2011 | 2012 | 2013 | 2014 | Subsequen t years |
Less current portion |
Total non- current |
||
| Payables to group companies Derivative financial instruments |
612 | 304 | 482 | 2,131.042 482 |
(612) | 2,131,042 1,268 |
|||
| Group companies and associates |
14,079 | - | (14,079) | ||||||
| Trade and other payables | 21,358 | (21,358) | |||||||
| Total financial liabilities | 36,049 | 304 | 482 | 2,131,524 | (36,049) 2,132,310 |
Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Settled | Outstanding | Settled | Outstanding | |||
| Group companies and associates, non- current |
(98,870) | 48,104 | 6.461 | |||
| Trade and other payables | (1) | (112) | ||||
| Total financial liabilities | (1) | (98.982) | 48,104 | 6,461 |
Details of deferred payments to suppliers and creditors are as follows:
| Thousands of Euros |
|
|---|---|
| Amounts payable at |
|
| balance sheet | |
| date | |
| 2010 | |
| Deferred payments exceeding legal maximum payment period | |
| at balance sheet date | 8,101 |
| Total financial liabilities | 8,101 |
Euros 7,752 thousand of the past-due suppliers balance at year end is payable to group companies.
Details of balances with public entities are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2010 | 2009 | ||||
| Non- current |
Current | Non- current |
Current | ||
| Assets | |||||
| Deferred tax assets | 4.579 | 1,349 | |||
| Non-current tax assets | 988 | 988 | |||
| 4,579 | 988 | 1,349 | 988 | ||
| Liabilities | |||||
| Deferred tax liabilities | 30,621 | 21,872 | |||
| Value added tax and similar taxes | 197 | 394 | |||
| 30,621 | 197 | 21.872 | 394 |
The Company files consolidated income tax and value added tax returns. The parent of this consolidated tax group is EDP-Energías de Portugal, S.A. Sucursal en España. At 31 December 2010 the Company has recognised income tax payable of Euros 15,246 thousand (Euros 21,405 thousand in 2009) and recoverable VAT of Euros 696 thousand (Euros 821 thousand in 2009). These balances are recognised in the current account with the Parent company (note 20.a).
The Company has the following main applicable taxes open to inspection by the Spanish taxation authorities:
| Tax | r ears open to inspection |
|---|---|
| Income tax Value added tax Personal income tax Capital gains tax Business activities tax Social Security |
2006 to 2009 2007 to 2010 2007to2010 2007 to 2010 2007 to 2010 2007 to 2010 |
| Non-residents | 2007 to 2010 |
The company is in a tax inspection process of exercises 2007 and 2008.
| 2010 | ||||
|---|---|---|---|---|
| Thousands of Euros Income statement |
||||
| Increases | Decreases | Net | ||
| Profit for the year | 44,091 | 44.091 | ||
| Income tax | 20,814 | 20,814 | ||
| Profit before income tax | 64,905 | 64,905 | ||
| Permanent differences | 4,325 | 4.325 | ||
| Temporary differences: | 10,767 | (29,163) | (18,396) | |
| originating in current year | 10.767 | (29,163) | (18,396) | |
| Taxable income | 50,834 |
| 2009 | ||||
|---|---|---|---|---|
| Thousands of Euros | ||||
| Income statement | ||||
| Increases | Decreases | Net | ||
| Profit for the year | 68.012 | 68,012 | ||
| Income tax | 29,137 | 29,137 | ||
| Profit before income tax | 97,149 | 97,149 | ||
| Permanent differences | ||||
| Temporary differences: | 3.394 | (29,163) | (25,769) | |
| originating in current year | 3.394 | (29,163) | (25,769) | |
| Taxable income | 71,380 |
Details of the income tax expense related to profit for the year are as follows:
| 2010 | |||
|---|---|---|---|
| Thousands of Euros | |||
| Profit and loss |
Equity | Total | |
| Profit for the year | 64,905 | 64,905 | |
| Tax at 30% | 19,471 | 19,471 | |
| Non-deductible expenses Provisions |
1,298 | 1,298 | |
| Prior year adjustments | 47 | 47 | |
| Deductions and credits for the current year | (2) | (2) | |
| Income tax expense | 20,814 | 20,814 |
(Continued)
| 2009 | |||
|---|---|---|---|
| Thousands of Euros | |||
| Profit and loss |
Equity | Total | |
| Profit for the year | 97.149 | 97,149 | |
| Tax at 30% | 29.145 | 29,145 | |
| Deductions and credits for the current year | (8) | (8) | |
| Income tax expense | 29,137 | 29,137 |
Details of the income tax expense are as follows:
C
C
.
| Thousands of Euros | ||
|---|---|---|
| 2010 | 2009 | |
| Current income tax | ||
| Present year | 15,248 | 21.406 |
| Other | 47 | |
| 15,295 | 21,406 | |
| Deferred tax liabilities | ||
| Source and reversal of temporary differences | ||
| Provisions | (2,832) | |
| Tax amortisation of HWE goodwill | 8.749 | 8,749 |
| Salaries payable and other items | (398) | (1,018) |
| 5,519 | 7,731 | |
| 20,814 | 29,137 |
Details of deferred tax assets and liabilities by type of asset and liability are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net | ||||
| 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | |
| Tax amortisation of HWE | ||||||
| goodwill | (30,621) (21,872) (30,621) (21,872) | |||||
| Salaries payable and other items | 4,579 1,349 | 4,579 | 1,349 | |||
| Total assets/liabilities | 4,579 | 1,349 | (30,621) (21,872) (26,042) (20,523) |
Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Tax amortisation of HWE goodwill | (30,621) | (21,872) | ||
| Net | (30,621) | (21,872) |
Given the nature of its activity, the Company does not consider it necessary to make investments to prevent or correct environmental effects of that activity or to make any environmental provisions. However, a number of required environmental studies have been carried out in accordance with prevailing legislation to obtain authorisation for wind farms developed on behalf of group companies. These studies have been recognised as an increase in property, plant and equipment in progress.
The present annual accounts do not include any environmental costs.
The directors consider that no significant environmental contingencies exist.
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| 2010 Thousands of Euros |
||||
|---|---|---|---|---|
| Parent | Group | |||
| company | companies | Directors | Total | |
| Non-current investments in group | ||||
| companies | 4,004,392 | 4,004,392 | ||
| Non-current investments | 4,121,787 | 4,121,787 | ||
| Total non-current assets | 8,126,176 | 8,126,176 | ||
| Trade and other receivables | 6,074 | 6,074 | ||
| Current investments | 171,081 | 312,000 | 483,081 | |
| Cash and cash equivalents | 182,633 | 182,633 | ||
| Total current assets | 171,081 | 500.707 | 671,788 | |
| Total assets | 171,081 | 8,625,515 | 8,796,596 | |
| Payables to group companies, non-current | 2,799,548 | 2,799,548 | ||
| Total non-current liabilities | 2,799,548 | 2,799,548 | ||
| Current accounts with group companies | 57.467 | 57,467 | ||
| Current payables | 3,497 | 3,497 | ||
| Trade and other payables | 1,476 | 5,103 | 16,579 | |
| Total current liabilities | 11,476 | 66,067 | 77,543 | |
| Total liabilities | 11,476 | 2,865,615 | 2,877,091 |
| 2009 | ||||
|---|---|---|---|---|
| Thousands of Euros | ||||
| Parent company |
Group companies |
Directors | Total | |
| Non-current investments in group | ||||
| companies Non-current investments |
3.724.936 3,658,062 |
l | 3,724,936 3,658,062 |
|
| Total non-current assets | - | 7,382,998 | 7,382,998 | |
| Trade and other receivables | 2,158 | 2,158 | ||
| Current investments | 35.852 | 202,980 | 238,832 | |
| Cash and cash equivalents | 257,306 | 257,306 | ||
| Total current assets | 35,852 | 462.444 | 498.296 | |
| Total assets | 35.852 | 7,845,242 | 7,881,094 | |
| Payables to group companies, non-current | 2,131,042 | 2,131,042 | ||
| Total non-current liabilities | - | 2,131,042 | l | 2,131,042 |
| Current accounts with group companies | 13,485 | 13,485 | ||
| Current payables | 10,708 | 6,581 | 17,289 | |
| Total current liabilities | 10,708 | 20,066 | 30,774 | |
| Total liabilities | 10,708 | 2,151,108 | 2,161,816 |
The Company's transactions with related parties are as follows:
| 2010 | ||||
|---|---|---|---|---|
| Thousands of Euros | ||||
| Group companies |
Directors | Total | ||
| Income | ||||
| Other services rendered | 1,712 | 1,712 | ||
| Finance income | 246,509 | 246,509 | ||
| 248,221 | 248,221 | |||
| Expenses | ||||
| Operating lease expenses and royalties | (1,837) | (1,837) | ||
| Other services received | (7,861) | (7,861) | ||
| Personnel expenses | ||||
| Salaries | (1,158) | (1,158) | ||
| Finance expenses | (143,297) | (143,297) | ||
| (152,995) | (1,158) | (144,455) | ||
| 95,226 | (1,158) | 103,766 | ||
| 2009 | |||
|---|---|---|---|
| Thousands of Euros | |||
| Group | |||
| companies | Directors | Total | |
| Income | |||
| Other services rendered | 803 | 803 | |
| Finance income | 196,697 | 196,697 | |
| 197,500 | 197,500 | ||
| Expenses | |||
| Operating lease expenses and royalties | (1,969) | (1,969) | |
| Other services received | (5,732) | (5,732) | |
| Personnel expenses | |||
| Salaries | (756) | (756) | |
| Finance expenses | (79,299) | (79,299) | |
| (87,000) | (756) | (87,756) | |
| 110,500 | (756) | 109,744 |
Other services rendered mainly reflect management support services and various costs passed on to subsidiaries.
Details of revenues by category of activity and geographical market are as follows:
| Thousands of Euros | ||||||||
|---|---|---|---|---|---|---|---|---|
| Domestic | Rest of Europe | Total | ||||||
| 2010 | 2009 | 2010 | 2010 | 2009 | ||||
| Finance income 236,070 193,709 10,439 2,988 | - 246,509 196,697 |
Details of income and expenses denominated in foreign currencies are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Income | ||||
| Financial instruments | 6,628 | 2,200 | ||
| Finance income | 6,628 | 2,200 | ||
| Expenses | ||||
| Financial instruments | (80,295) | (57,664) | ||
| Finance expenses | (80,295) | (57,664) | ||
| Net | (73,667) | (55,464) |
The Company's main foreign currency transactions are carried out in US Dollars and Polish Zlotys.
Details of employee benefits expense are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2010 | 2009 | ||
| Employee benefits expense | |||
| Social Security payable by the Company | રેતે રહે જિલ્લાના એક એવા દિવેલા દિવેલી તાલુકામાં આવેલું એક ગામનાં લોકોનો મુખ્ય વ્યવસાય ખેતી ખેતી કરવામાં આવેલું એક ગામનાં મુખ્યત્વે ખાતે ખાતે ખેતી કરવામાં આવેલું એક ગામન | 356 | |
| Other employee benefits expenses | 461 | 415 | |
| 1,052 | 771 |
Details of external services are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Leases | 464 | ਦੇ ਤੇ ਤੇ | ||
| Royalties | 1,500 | 1,500 | ||
| Independent professional services | 2,963 | 3,548 | ||
| Advertising and publicity | 1.457 | 1.145 | ||
| Other services | 9.494 | 7,955 | ||
| 15.878 | 14,681 |
Leases mainly include the rental of the Company's offices. There are no noncancellable payments at 31 December 2010 and 2009.
The average headcount of the Company in 2010 and 2009, distributed by category, is as follows.
| Number | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Management | ો ર | 12 | ||
| Senior technicians | 37 | 24 | ||
| Technicians | 2 | |||
| Administrative staff | 4 | |||
| ડેવે | 38 |
At year end the distribution by gender of Company personnel and the members of the board of directors is as follows:
| Number | Number | ||||
|---|---|---|---|---|---|
| 2010 | 2009 | ||||
| Male | Female | Male | Female | ||
| Management | 14 | 2 | 11 | - | |
| Senior technicians | 31 | ] ୧ | 17 | 12 | |
| Technicians | 1 | ||||
| Administrative staff | 2 | 2 | |||
| 48 | 21 | 30 | ો ર |
In 2010 and 2009, one of the sixteen members of the board of directors is female.
KPMG Auditores, S.L., the auditors of the annual accounts of the Company, and other individuals and companies related to the auditors as defined by Audit Law 19/1988 of 12 July 1988, have invoiced the Company the following net fees for professional services during the years ended 31 December 2010 and 2009:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2010 | 2009 | |||||
| Audit services, individual and consolidated annual | ||||||
| accounts | 141 | 141 | ||||
| 141 | 141 |
Audit services detailed in the above table include the total fees for services rendered in 2010 and 2009.
Other companies related to KPMG International have invoiced the Company as follows:
| Thousands of Euros | ||
|---|---|---|
| 2010 | 2009 | |
| Audit-related services Audit services, consolidated annual accounts |
235 તેર |
30 |
| 331 | 30 |
The Directors of the Company do not expect any significant liabilities to arise from these guarantees.
No events have occurred subsequent to year end that could affect these annual accounts.
Appendix I
Page 1 of 22
| Miles de euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | |||||||||||
| Subsidiaries Companies | Head Office | 0/0 Direct |
% Indirect |
Auditor | Activity | Share Capital |
Reserves | Other Accounts from Equity |
Continued | Total | Total Equity |
| EDP RENEWABLES EUROPE, S.L. | Oviedo, Spain | 100.00% | KPMG | Holding | 30.000 | 135,111 | (20,674) | (20,674) | 144,437 | ||
| Wind farm installation | |||||||||||
| Generaciones Especiales I, S.L. | Spain | 80.00% | KPMG | and assembly | 28.562 | 168,524 | 740 | 740 | 197.826 | ||
| Edpr Polska Sp.z.o.o. | Poland | 100.00% | KPMG | Wind | 109,395 | 3,796 | (1,889) | (4.168) | (4,168) | 109.023 | |
| Tarcan, B.V | Nether ands | 00.00% | KPMG | Other Activities | 20 | 4.630 | 2,008 | 2,008 | 6.658 | ||
| Greenwind, S.A. | Belgium | 70.00% | KPMG | Wind energy production | 24.924 | (81) | 1,947 | 1,947 | 26,790 | ||
| Neo Energia Aragón, S.L. | Spain | 100.00% | Nol audited | Wind energy production | 10 | (1) | 9 | ||||
| Neo Energias de Occidente Catalunya, S.L. | Spain | 100.00% | Not andiled | Wind energy production | 10 | (910) | (406) | (406) | (1,306) | ||
| Agrupación Eólica, S L U | Spain | 100.00% | K PMG | Other Activities | 650 | 32,726 | 1,209 | 1,209 | 34,585 | ||
| EDP Renovaveis Portugal. S.A. | Spain | 100 00% | KPMG | Wind energy production | 7,500 | 4,120 | 33,908 | 33,908 | 45,528 | ||
| Ceasa Promociones Eólicos | Spain | 100.00% | KPMG | Wind energy production | 1,205 | 3.866 | 812 | 812 | 5,883 | ||
| EDP Renewables France. S.A.S. | France | 100.00% | KPMG | Holding | 48.527 | (6,062) | (4,507) | (4,507) | 37,958 | ||
| EDP Renewables Romania, S R.L. | Rumaria | 85.00% | KPMG | Wind energy production | 6.722 | (905) | (1,088) | (1.088) | 4,729 | ||
| Cernavoda Power, S.R.L. | Rumania | 85.00% | KPMG | Wind energy production | 9,460 | (799) | (2,193) | (2.193) | 6.468 | ||
| EDP Renewables Italia, S.R.L. | Italy | 85,00% | Not audited | Wind energy production | 19,555 | (1,180) | (1,180) | 18,375 | |||
| EDPR Uk Lid | UK | 100.00% | Not audited | Wind energy production | 116 | (743) | (743) | (627) | |||
| Desarrollos Eólicos de Galicia, S.A. | Coruña, Spain | 80.00% | KPMG | Wind energy production | 6. 130 | 3,608 | 1,044 | 1,044 | 10.782 | ||
| Desarrollos Eolicos de Tarifa, S.A U | Scyilla, Spain | 80.00% | KPMG | Wind energy production | 5.800 | 2,201 | 1 953 | 1,953 | 9.954 | ||
| Desarrollos Eólicos de Conne. S.A. | Sevilla, Spain | 80.00% | KPMG | Wind energy production | 3.666 | 3,784 | 1.329 | 1,329 | 8.779 | ||
| Desarrollos Eólicos Buenavista, S.A.U | Sevilla, Spain | 80.00% | KPMG | Wind energy production | 1.712 | 1,527 | 803 | 803 | 4,042 | ||
| Desarrollos Eólicos de Lugo, S.A.U. | Coruña, Spain | 80.00% | KPMG | Wind energy production | 7.761 | 5,022 | (1,246) | 4,834 | 4,834 | 17,617 | |
| Desarrollos Eólicos de Raboscra, S.A. | Zaragoza, Spain | 76.00% | KPMG | Wind energy production | 7,561 | 2,032 | (542) | 2,569 | 2,569 | 12,162 | |
| Desarrollos Eólicos Almarchal S.A.U. | Sevilla, Spain | 80.00% | KPMG | Wind energy production | 2,061 | 1.667 | (399) | 686 | 686 | 4,414 | |
| Desarrollos Eólicos Dumbría S.A.U. | Coruña, Spain | 80.00% | KPMG | Wind energy production | 61 | 10.375 | 4.257 | 4,257 | 14,693 | ||
| Parque Eolico Santa Quiteria, S.L. | Zaragoza. Spain | 46.66% | KPMG | Wind energy production | 63 | 1.263 | (292) | 2.567 | 2.567 | 13.893 | |
| Folica La Janda, SL | Madrid, Spain | 80.00% | KPMG | Wind energy production | 2,050 | 1,108 | 1,441 | 1,441 | 4.599 | ||
| Eólica Guadalteba, S.L. | Sevilla, Spain | 80.00% | KPMG | Wind energy production | 1.460 | 790 | 5,162 | 5,162 | 7.412 | ||
| Eólica Muxia. S.L.U. | Scvilla, Spain | 80.00% | KPMG | Wind energy production | 10 | (1) | (2) | (2) | 7 |
This appendix forms an integral part of note 8.
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Appendix I Pagc 2 of 22 C
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| IY LIGH UC CUILUS | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | |||||||||||
| 0/0 | 0/0 | Share | Other Accounts from |
Total | |||||||
| Subsidiaries Companies | Head Office | Direct | Indirect | Auditor | Activity | Capital | Reserves | Equity | Continued | l'otal | Equity |
| Eolica Fontesilva, S.L.U. | Sevilla, Spain | 80 00% | KPMG | Wind energy production | 470 | (1) | (1,643) | (1.643) | (1,174) | ||
| Eneroliva, S.A.U. | Sevilla. Spain | 80.00% | Not audited | Wind energy production | 301 | (7) | 294 | ||||
| Eclica Curiscao Pumar, S.A.U. | Madrid. Spain | 80.00% | KPMG | Wind energy production | 60 | 14 | 718 | 718 | 793 | ||
| Parque Eólico Altos del Voltoya S.A. | Madrid. Spain | 48 80% | KPMG | Wind energy production | 7.813 | 4,552 | (550) | 2.114 | 2.114 | 14.479 | |
| Sierra de la Peña, S.A. | Madrid. Spain | 6792% | KPMG | Wind energy production | 3.294 | 4,028 | (1,266) | 1.726 | 1.726 | 9,048 | |
| Eolica Arlanzon S.A. | Madrid, Spain | 62.00% | KPMG | Wind energy production | 4,509 | 3,547 | (438) | 1,878 | 1.878 | diala | |
| Eolica Campollano S.A. | Madrid, Spain | 60.00% | KPMG | Wind energy production | 6,560 | 15,115 | (1.015) | 4,737 | 4.737 | 26,412 | |
| Parque Eolico Belchite S.L.U. | Zaragoza, Spain | 80.00% | KPMG | Wind energy production | 3.600 | 3,220 | 2.228 | 2,228 | તે તે તે તે તે પાન કે તે તે તે જે તે તે જે તે તે જે તે તે જે તે તે તે તે પા | ||
| Parque Eólico La Sotonera S.L. | Zaragoza, Spain Las Palmas. |
51.88% | KPMG | Wind energy production Wind energy production |
2.000 | 2,027 | (302) | 1,503 | 1,503 | 5,530 | |
| Siesa Renovables Cannrias S.L. | Spain | 80 00% | Not audited | 3 | (3) | ||||||
| Parque Eólico Belmonte, S.A. | Madrid. Spain | 23.92% | KPMG | Wind energy production | 120 | 4,322 | (69) | (69) | 4,373 | ||
| Eólica Don Quijoto, S.L. | Madrid, Spain | 80 00% | KPMG | Wind energy production | 3 | 1,802 | 1,802 | 1,806 | |||
| Eólica Dulcinca, S.L. | Madrıd, Spain | 80.00% | KPMG | Wind energy production | 10 | 172 | 692 | લ્તેડ | 874 | ||
| Eólica Sierra de Avila, S.L. | Madrid, Spain | 71.99% | KPMG | Wind energy production | 10 | (1.656) | (1,656) | (1,646) | |||
| Eólica de Radona, S.L.U. | Madrid, Spain | 80.00% | KPMG | Wind energy production | 6.888 | (104) | (1,114) | (1.114) | 5.670 | ||
| Eolica Alfoz, S.L. | Madrid, Spain | 67 98% | KPMG | Wind chergy production | 10 | (1.185) | (1.185) | (1.175) | |||
| Eolica La Navica, SL | Madrid, Spain | 80.00% | KPMG | Wind energy production | 10 | 1.311 | 996 | તેત્વર | 2.317 | ||
| Investigación y desarrollo de Energías Renovables (Ider), S.L. |
León, Spain | 47.67% | KPMG | Wiud cnergy production | 15,718 | (4.990) | (2,424) | (2.424) | 8.304 | ||
| Rasacal Cogeneración. S.A. | Madríd. Spain | 48.00% | Not audited | Cogencration | 60 | (476) | |||||
| Hidroelectrica Fuenteliermosa, S.L. | Oviedo, Spain | 80.00% | Not audited | Minihydraulic | 77 | 184 | 13 | 13 | (416) 274 |
||
| Hidroclócinca Gormaz S.A. | Salamanca, Spain | 60.00% | Not audited | Minilydraulic | el | (116) | (30) | (30) | (85 | ||
| Hidroclócinea del Rumblar, S.L. | Madrid. Spain | 64.00% | Not andited | Minilydraulic | 277 | (202) | 170 | 170 | 245 | ||
| SINAE Inversiones Eólicas, S.A. | Madrid. Spain | 80.00% | KPMG | Wind energy production | 6.010 | 25,540 | 10.193 | 10.193 | 41.743 | ||
| Parques Eólicos del Cantábrico, S.A. | Oviedo, Span | 80.00% | KPMG | Wind energy production | 9,080 | 15,736 | (634) | 1,352 | 1.352 | 26.168 | |
| Industrius Medioambicntales Rio Carrión,S.A. | Madrid, Spain | 72.00% | Not andited | Waste | (ਮੇ | (610) | (250) | ||||
| Tratamientos Mediambientasles del Norte, S.A | Madrid, Spain | 64.00% | Not audited | Waste | 60 | (1) | (1) | 16 | |||
| Sotromal, S.A. | Soria, Spain | 72.00% | Not audited | Wastc | 451 | (43) (289) |
162 | ||||
| Renovables Castilla La Mancha, S.A. | Madrid, Spain | 72.00% | KPMG | Wind energy production | 60 | 1,163 | 726 | 726 | 1. તેનતે |
This appendix forms an integral part of note 8.
Appendix I Pagc 3 of 22
| اراليج de euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | |||||||||||
| Subsidiaries Companies | Head Office | 0/0 Direct |
0/0 Indireet |
Auditor | Activity | Share Capital |
Reserves | Other Accounts Irom Equity |
Continued | lotal | Tota Equity |
| Eólica La Manchucla, S.A. | Albaccte, Spain | 80.00% | KPMG | Wind chergy production | 1,142 | 1.16 | 958 | વેરેક | 3,261 | ||
| Desarrollos Eolicos, S.A. | Sevilla, Spain | 80.00% | KPMG | Wind energy production | 1.056 | 17.069 | (1.152) | (1.152) | 16.973 | ||
| Desarrollos Eolicos Promoción. S.A. | Sevilla, Spain | 80.00% | KPMG | Wind energy production | 8.061 | 46.894 | 11.688 | 11,688 | 66.643 | ||
| Ceprastir, A.I.E. | Oviedo, Spain | 45.41% | Not audited | Minihydraulic | 361 | રેર | (4) | (4) | 412 | ||
| Vernco del ebro energía S.L. | Spain | 80.00% | Not audited | 188 | 3,918 | 740 | 740 | 4,846 | |||
| Acampo Arias, SL | Spain | 98.19% | KPMG | Wind energy production | 3,314 | (326) | (270) | (270) | 2,718 | ||
| SOCPE Sauvagcons, SARL | France | 49.00% | KPMG | Wind energy production | - | (33) | (9) | (a) | (41) | ||
| SOCPE Lc Mcc, SARL | France | 49.00% | KPMG | Wind energy production | 1 | (43) | 23 | 23 | (19) | ||
| SOCPE Potite Piccc. SARL | France | 49.00% | KPMG Jean-Yves |
Wind energy production Wind energy production |
- | (76) | (33) | (33) | (108) | ||
| Plouvien S.A.S. | France | 100.00% | Morissel | 40 | (1,613) | (188) | (188) | (1,761) | |||
| CE Patay, SAS | France | 100.00% | KPMG | Wind energy production | 1.640 | 1,410 | (452) | 770 | 770 | 3,820 | |
| Relax Wind Park III, Sp.z.o.o. | Poland | 100.00% | Not audited | Wind energy production | 100 | (77) | (66) | (66) | (37) | ||
| Relax Wind Park 1, Sp.z.o.o. | Poland | 96.40% | KPMG | Wind energy production | 538 | (652) | 198 | 4,786 | 4,786 | 4.672 | |
| Relax Wind Park IV, Sp.z.o.o | Poland | 21.00% | Not audited | Wind energy production | 98 | (116) | 2 | 2 | (16) | ||
| Relax Wind Park II, Sp.z.o.o. | Poland | 51.00% | Not audited | Wind energy production | = | (40) | (17) | (17) | ਟੇ ਕੇ | ||
| C.E.Renovables alternativa su | Spain | 100.00% | Not audited | Wind energy production | 86 | (2) | 84 | ||||
| CIA.E d enrgias renov alternativas sau.2 | Spain | 100.00% | Not audited | Wind energy production | 69 | (14) | રે રે | ||||
| Eolica. Garcimunoz SL | Spain | 80.00% | Not audited | Wind energy prodaction | 10 | 12 | |||||
| Compañía Eólica Campo de Borja, SA | Spain | 75.83% | KPMG | Wind energy production | 858 | 691 | 158 | 158 | 1,707 | ||
| Desarrollos Catalanes del Viento, SL | Spain | 60.00% | KPMG | Wind energy production | 5,993 | 15.517 | 256 | 256 | 21.766 | ||
| Iberia Aprovechamientos Eólicos, SAU | Spain | 100.00% | KPMG | Wind energy production | 1.919 | 22 | 153 | 153 | 2,094 | ||
| Molino de Caragüelles, S.L. | Spain | 80.00% | KPMG | Wind energy production | 180 | 182 | હત | 64 | 426 | ||
| Neomai Inversiones SICAV. S.A. | Spain | 100.00% | PwC | Other Activities | 33.358 | 6,499 | 591 | રેતા | 40.448 | ||
| Parque Eolico Plana de Artajona, SLU | Spain | 100.00% | KPMG | Wind energy production | 12 | (3) | ல் | ||||
| Parque Eólico Los Cantalcs, SLU | Spain | 100.00% | KPMG | Wind energy production | 1.963 | 1,130 | 1,585 | ા રંજર્સર | 4.678 | ||
| Parque Eólico Montes de Castejóu, S.L. | Spain | 100.00% | KPMG | Wind energy production | 12 | (3) | ਰੇ | ||||
| Parques de Generación Eólica, SL | Spain | 60.00% | KPMG | Wind energy production | 1,924 | 3.133 | (565) | ર્ભ્ડરે | 653 | 5.710 | |
| CE Saint Bemabe, SAS | France | 100.00% | KPMG | Wind energy production | 1.600 | રેણા | (501) | 534 | 534 | 2,695 | |
| CE Segur, SAS | France | 100.00% | KPMG | Wind energy production | 1.615 | 632 | (507) | 658 | 658 | 2,905 |
This appendix forms an integral part of note 8.
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Appendix l Page 4 of 22 .
0
| Miles de eurus | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | ||||||||||||
| Subsidiaries Companies | Head Office | 0/0 Direet |
% Indirect |
Auditor | Activity | Share Capital |
Reserves | Other Accounts from Equity |
Continued | Total | Total Equity |
|
| Eolienne D'Etalondes, SARI | France | 100.00% | Not audited | Wind energy production | ] | (28) | (4) | (4) | (31) | |||
| Eolienne de Saugucuse, SARL | France | 100.00% | Not audited | Wind energy production | (27) | (7) | (7) | (33) | ||||
| Parc Eolien D'Ardennes | France | 100.00% | Not audited | Wind energy production | (123) | (19) | (19) | (141) | ||||
| Eolienne des Bocages, SARL | France | 100.00% | Not audited | Wind energy production | (28) | (27) | ||||||
| Pare Eolien des Longs Champs, SARL | France | 100.00% | Not audited | Wind energy production | 1 | (રેઝ) | (2) | (2) | (70) | |||
| Parc Eolien de Mancheville, SARL | France | 100.00% | Not audited | Wind energy production | 1 | (40) | (2) | (2) | (41) | |||
| Parc Eolien de Roman, SARL | France | 100.00% | Not audited | Wind energy production | 1 | (102) | (13) | (13) | (114) | |||
| Parc Eolien des Vatines, SAS | France | 100.00% | Not and ted | Wind energy production | 37 | (1,181) | (600) | (36) | (36) | (1,180) | ||
| Parc Eolien de La Hetroye, SAS | France | 100.00% | Not audited | Wind energy production | 37 | (28) | (4) | (4) | 5 | |||
| Eolienne de Callengeville, SAS | France | 100.00% | Not audited | Wind energy production | 37 | (20) | (5) | (5) | 12 | |||
| Parc Eolien de Varimpre, SAS | France | 100,00% | Not audited | Wind energy production | 37 | (983) | (678) | ਕ ਦੇ | 45 | 901 | ||
| Parc Eolien du Clos Bataille, SAS | France | 100.00% | Not audited | Wind energy production | 37 | (704) | (527) | (92) | (92) | 759 | ||
| Eólica de Serra das Alturas.S.A | Portugal | 50.1 (19% | KPMG | Wind energy production | 50 | 1,842 | 664 | 664 | 2,556 | |||
| Malhadizes- Energía Eólica, SA | Portugal | 100.00% | KPMG | Wind energy production | 50 | 100 | 399 | 3 ਰੇਰੇ | 248 | |||
| Eólica de Montenegrelo, LDA | Portugal | 50. 0% | KPMG | Wind energy production | 50 | 3,532 | । '२।उ | 1,513 | 5,095 | |||
| Eólica da Alagoa SA | Portugal | રેતે જેવે જેવી જ | PuC | Wind energy production | 50 | 1,729 | 1,026 | 1,026 | 2,805 | |||
| Aplica. Indust de Energias limpias S.L. Cia Productora de energia para consumo |
Spain | 36.40% | Not audited | Wind energy production Wind energy production |
131 | 9(12 | 334 | 334 | 1,367 | |||
| interno S.I | Spam | 12.00% | Not audited | 468 | 4,600 | 2,411 | 2,411 | 7,479 | ||||
| Desarrollo Eólico del Valle del Ebro | Spam | 12.00% | Not audited | Wind energy production | (0 | (89) | (23) | (23) | (52) | |||
| Energi E2 Renovalbles Aragon S.1 | Spain | 12,00% | Not auditod | Wind energy production | 240 | 1.708 | 2,429 | 2,429 | 4,377 | |||
| Sincrgia Aragouesa S.L. Aprofitament D'Energies Renovables de la |
Spain | 32.00% | Not audited | Wind energy production Wind energy production |
6 | (34) | (6) | (6) | (34) | |||
| Tierra Alta S.A | Spain | 48 69% | Not audited | 1,994 | (546) | (232) | (232) | 1,216 | ||||
| Bon Vent de L Ebre S.L.U | Spain | 100.00% | Not audited | Wind energy production | 90 | (ਤੇ) | ર રે | |||||
| Parc Eólic Coll de la Garganta S.L | Spain | 100.00% | Not audited | Wind energy production | 1.693 | 1,693 | ||||||
| Parc Eólic Serra Voltorera S.I | Spain | 100.00% | Not audited | Wind energy production | 1,283 | (534) | (534) | 749 | ||||
| Elektrownia Wiatrowa Kresy I sp zoo | Poland | 100.00% | Not andiled | Wind energy production | 18 | (12) | (22) | (52) | (46) | |||
| Moray Offshore renewables limited Contrale Eolienne Canct-Pont de Salaras |
UK | 75.00% | Not audited | Wind energy production Wind energy production |
158 | 158 | 158 | |||||
| S.A S | rance | 00.00% | KPMG | 125 | (164) | (486) | 317 | 317 | 27 |
This appendix forms an integral part of note 8.
Appendix I Page 5 of 22
| Miles de curos | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio nelo | |||||||||||
| Subsidiaries Companies | Head Office | 0/0 Direct |
0/0 Indirect |
Auditor | Activity | Share Capital |
Rescrics | Other Accounts Trom Equity |
Continued | Total | Total Equity |
| Centrale Eolienne de Gueltas Noyal -Pontiv | Wind energy production | ||||||||||
| v S.A.S | France | 100.00% | KPMG | 2.261 | 1.353 | 16 | 494 | 404 | 4.108 | ||
| Centrale Eolienne Neo Truc de L'Homme | Wind energy production | ||||||||||
| S.A.S | France | 100.00% | Not audited | 38 | (ਰੇ) | (2) | (2) | 27 | |||
| Vallec de Moulin SARL | France | 100.00% | Not audited | Wind energy production | - | (17) | (269) | (269) | (285) | ||
| Mardelle SARL | France | 100.00% | Not audited | Wind energy production | 1 | (5) | (199) | (199) | (203) | ||
| Quinze Mines SARL | France | 100.00% | Not audited | Wind energy production | - | (19) | (330) | (330) | (348) | ||
| Desarrollos Eólicos de Teruel SL | Spain | 40.80% | Not audited | Wind energy production | 60 | (79) | 79 | 79 | 60 | ||
| Par Eólic de Coll de Moro S.L. | Spain | 60.00% | Nol. audited | Wind energy production | ﺗﺮ | 5 | 8 | ||||
| Par Eólic de Torre Madrina S.L. | Spain | 60.00% | Nol audited | Wind energy production | 3 | 5 | 8 | ||||
| Parc Eolic de Vila ba dels Ares S.L. | Spain | 60.00% | Not audited | Wind energy production | 3 | 682 | 685 | 685 | |||
| Parc Eolic Molinars S.L. | Spain | 54.00% | Not audited | Wind energy production | 3 | 3 | |||||
| Bon Vent de Vilalba, SL | Spain | 100.00% | Not audited | Wind energy production | 3,600 | (719) | (224) | (224) | 2,657 | ||
| Bon Vent de Corbera, SL | Spain | 100.00% | Not audited | Wind energy production | 3,330 | (4) | (2,617) | (2,617) | 709 | ||
| Farma wiatrowa Bodzanow Sp.z.o.o | Poland | 100.00% | Not audited | Wind energy production | 65 | (4) | (40) | (40) | 21 | ||
| Farma wiatrowa Starozbery Sp.z.o.o | Poland | 100.00% | Not audited | Wind energy production | 117 | (5) | (। 2) | (12) | 97 | ||
| Farma wiatrowa Wyszogrod Sp.2.0.0 | Poland | 100.00% | Not audited | Wind energy production | । ୧୧ | (4) | (16) | (16) | 145 | ||
| Rowy-Karpacka mala Energetyka,sp.z.o.o | Poland | 85.00% | Not audited | Wind energy production | 13 | (8) | (7) | (7) | (2) | ||
| Repano wind S.R.L. | taly | 85.00% | Not audited | Wind energy production | 162 | (8) | (9) | (a) | 145 | ||
| Re plus - Societu a Responsabilita 'limitadu | Italy | 68.0000 | Not audited | Wind energy production | 100 | 1,073 | (60) | (60) | 1,113 | ||
| Telfford Offsorc Windfarm limited | UK | 75.00% | Not audited | Wind energy production | 1 | ||||||
| Maccoll offshore windfarm limited | UK | 75.009% | Not audited | Wind energy production | l | ||||||
| Stevenson offshore windfarma limited | UK | 75.00% | Not audited | Wind energy production | 1 | ||||||
| Parc Eolien des Bocages Sarl | France | 100.00% | Not audited | Wind energy production | 1 | (162) | (18)) | ||||
| Santa quilcria Energia S.L.U | Spain | 80.00% | Not audited | Wind energy productiun | 3 | 398 | 91 | ਰੇ। | 492 | ||
| HORIZON WIND ENERGY LLC | Texas | 100.00% | KPMG | Holding | 3,094,936 | (100,529) | 22,350 | 22,350 | 2,949,706 | ||
| Wind Turbine Prometheus, LP | California | 100.00% | KPMG | Wind energy production | 4 | (4) | |||||
| Lost Lakes Wind Farm LLC | Miunesota | 100,00% | KPMG | Wind energy production | 151,317 | (149) | 6.579 | 6,579 | 138,010 | ||
| Quilt Block Wind Farm, LLC | Minnesota | 100,00% | KPMG | Wind energy production | 3,085 | (14) | 3.072 |
This appendix forms an integral part of note 8.
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Appendix 1 Page 6 of 22 C
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| Miles de euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | ||||||||||||
| Other | ||||||||||||
| Accounts | ||||||||||||
| Head Office | % | 0/0 | Share | from | Total | |||||||
| Subsidiaries Companies | Direct | Indirect | Auditor | Activity | Capital | Reserves | Equity | Continued | lotal | Equity | ||
| Cloud County Wind Fann. LLC | Kansas | - | 100.00% | KPMG | Wind energy production | 242.81 I | 2,099 | 1.208 | 1.208 | 242,494 | ||
| Whitestone Wind Porchasing, LLC | Texas | 100,00% | KPMG | Wind energy production | 1,824 | (775) | 41 | 41 | 668 | |||
| Blue Canyon Windpower II LLC | Oklahoma | 100,00% | KPMG | Wind energy production | 125.109 | 7.929 | 708 | 708 | 134,453 | |||
| Blue Canyon Windpower V. LLC | Oklahoma | 100.00% | KPMG | Wind energy production | 138,567 | રેરે I | 3.671 | 3.671 | 146.460 | |||
| Horizon Wind Energy International | Texas | 100.00% | KPMG | Wind energy production | 4,465 | 192 | 4 | 4 | 4.664 | |||
| Pioneer Prairic Wind Farm I, LLC | lowa | 100,00% | KPMG | Wind energy production | 447,222 | (11.318) | 8.396 | 5,133 | 5.133 | 434.03 | ||
| Sagebrush Power Partners, LLC | Washiugton | 100.00% | KPMG | Wind energy production | 152,574 | (28) | 779 | 779 | 150.988 | |||
| Tolocasel Wind Power Partners, LLC | Oregon | 100,00% | KPMG | Wind energy production | 101,635 | 9,285 | 345.000 | 4.188 | 4.188 | 119.641 | ||
| High Trail Wind Farm, LLC | Illionois | 100.00% | KPMG | Wind energy production | 292,612 | 6.132 | 2,602 | 2.602 | 293,540 | |||
| Marble River, LLC | New York | 100,00% | KPMG | Wind energy production | 45.621 | (123) | = | - | 45.476 | |||
| Rail Splitter | Illionois | 100.00% | KPMG | Wind energy production | 177,974 | (1,605) | 6.036 | 6.036 | 164,297 | |||
| Blackstone Wind Farm, LLC | llionois | 100.00% | KPMG | Wind energy production | 116,763 | (1.025) | 3,047 | 3.047 | 109,644 | |||
| Aroostook Wind Energy LLC | Maine | 100,00% | KPMG | Wind energy production | 8.974 | (79) | 3 | 8.889 | ||||
| Jericho Rise Wind Farm LLC | New York | 100.00% | KPMG | Wind cuergy production | 4.058 | (32) | 2 | 2 | 4.022 | |||
| Madison Wiudpower LLC | New York | 1 00.00% | KPMG | Wind energy production | 7.958 | (1.197) | 1.049 | 1.049 | 4,664 | |||
| Mesquite Wind, LLC | Texas | 100,00% | KPMG | Wind energy production | 194,125 | 14.909 | 2,298 | 2,298 | 213,631 | |||
| Martinsdale Wind Farm LLC | Colorado | 100.00% | KPMG | Wind energy production | 3,257 | (5) | 2,000 | 2,000 | 3,248 | |||
| Post Oak Wind、LLC | Texas | 100.00% | KPMG | Wind energy production | 219,690 | 11,236 | 16,234 | 16,234 | 263,394 | |||
| BC2 Maple Ridge Wind LLC | Texas | 100.00% | KPMG | Wind energy production | 295,123 | 1,600 | 8,130 | 1,024 | 1.024 | 306,901 | ||
| High Prairic Wind Farm II, LLC | Minnesota | 100.00% | KPMG | Wind energy production | 115,020 | (81) | 475,000 | 1,154 | 1,154 | 113,106 | ||
| Arlington Wind Power Project LLC | Oregon | 100,00% | KPMG | Wind energy production | 136,660 | 2.451 | 235 | 235 | 138,641 | |||
| Signal Hil! Wind Power Project LI.C. | Colorado | 100,00% | KPMG | Wind energy production | 1 | (2) | 2,000 | |||||
| Tumbleweed Wind Power Project LLC | Colorado | 100.00% | KPMG | Wind energy production | 3 | (3) | 0,000 | |||||
| Old Trail Wind Farm, LLC | Illionois | 100,00% | KPMG | Wind energy production | 308,103 | (5,821) | 2,724 | 3.101 | 3.101 | 298,804 | ||
| Stinson Mills Wind Farm, LLC | Colorado | 100,00% | KPMG | Wind energy production | 2,291 | (73) | 2 | 2 | 2,214 | |||
| OPQ Property LLC | Illionois | 100,00% | KPMG | Wind energy production | да | 5 | 5 | 108,000 | ||||
| Meadow Lake Wind Farm, LLC | Indiana | 100,00% | KPMG | Wind energy production | 221,086 | (1,478) | 4,072 | 4,072 | 211,464 | |||
| Wheatfield Wind Power Project, LLC | Oregon | 100,00% | KPMG | Wind energy production | 76,248 | 3,257 | 4,142 | 4,142 | 87,789 | |||
| 2007 Vento I, LLC | Texas | 100,00% | KPMG | Wind energy production | 858,893 | 2,572 | 134 | 134 | 861,734 | |||
| 2007 Vento II, LLC | Texas | 100,00% | KPMG | Wind energy production | 754,698 | (1,468) | 800 | 800 | 751,611 | |||
This appendix forms an integral part of note 8.
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Appendix l Page 7 of 22
| Miles de euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | ||||||||||||
| 0/0 | 0/0 | Share | Other Accounts from |
Total | ||||||||
| Subsidiaries Companies | Head Office | Direct | Indirect | Auditor | Activity | Capital | Reserves | Equity | Continued | Total | Equity | |
| 2008 Vento III. LLC | Texas | 100,00% | KPMG | Wind energy production | 835,067 | (670) | 570 | 570 | 833,258 | |||
| Horizon Wind Ventures I LLC | Texas | 100,00% | KPMG | Wind energy production | 1,092,113 | 27,304 | 18.113 | 18.113 | 1.155.642 | |||
| Houzon Wind Ventures II, LLC | Texas | 100.00% | KPMG | Wind energy production | 11:15:404 | (610) | 1.490 | 1.490 | 108.275 | |||
| Horizon Wind Ventures III, LLC | Texas | 100,00% | KPMG | Wind cuergy production | 58,686 | (10) | રેરેમ | 556 | 57.563 | |||
| Clinton County Wind Farm, LLC | New York | 100,00% | KPMG | Wind energy production | 45,664 | (5) | 45.658 | |||||
| BC2 Maple Ridge Holdings LLC | Texas | 100,000 | Not audited | Wind energy production | 295.123 | 1,600 | 8.130 | 1,024 | 1.024 | 306,901 | ||
| Cloud West Wind Project, LLC | Texas | 100,00% | Not audited | Wind energy production | 242,811 | 2,099 | 1,208 | 1,208 | 242,494 | |||
| Five-Spot, LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Chocolate Bayou I LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Alabamu Ledge Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Antolope Ridge Wind Power Project LLC | Texas | 100,00% | Not audited | Wind energy production | 7,901 | 1 | 7,900 | |||||
| Arkwright Summit Wind Farm LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Ashford Wind Fann LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Athena-Weston Wind Power Project LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Black Prairie Wind Farm LLC | Texas | 100,00% | KPMG | Wind energy production | 3,803 | 3.802 | ||||||
| Binckstone Wind Farm II LLC | Texas | 100,00% | KPMG | Wind energy production | 87,404 | (1) | 261,000 | 261,000 | 86,880 | |||
| Blackstone Wind Farm III LLC | Texas | 100,00% | Not audited | Wind energy production | 2,756 | 7 | 7 | 2.741 | ||||
| Blackstone Wind Farm IV LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Blackstone Wind Farm V LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Bluc Canyon Windpower III LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Bluc Canyon Windpower IV LLC | Texas | 100.00% | Not andited | Wind energy production | ||||||||
| Bluc Canyon Windpower VI LLC | Texas | 100.00% | Not andred | Wind energy production | 1,732 | 1,732 | ||||||
| Broudlands Wind Farm II LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Broadlands Wind Farm III LLC | Texas | 100,00% | Not uudited | Wind energy production | ||||||||
| Broadlands Wind Farm LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Chateaugay River Wind Fann LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Cropscy Ridge Wind Farm LLC | Texas | 100,000% | Not andited | Wind energy production | ||||||||
| Crossing Trails Wind, Power Project LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Dairy Hills Wind Farm LLC | Texns | 100,00% | Not audited | Wind energy production | ||||||||
| Dinmond Power Partners LLC | Texas | 100,00% | Not audited | Wind energy production |
This appendix forms an integral part of note 8.
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Appendix I Page 8 of 22 0
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| ATICS CE CULOS | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Beneficio neto | ||||||||||||
| 0/0 | 0/0 | Share | Other Accounts from |
Total | ||||||||
| Subsidiaries Companies | Head Office | Direct | Indirect | Auditor | Activity | Capital | Reserves | Equity | Continued | Total | Equity | |
| Ford Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Gulf Coast Windpower Management | Texas | Wind energy production | ||||||||||
| Company, LLC Rising Tree Wind Farm LLC |
Texas | 100,00% | Not audited Not audited |
Wind energy production | ||||||||
| Horizon Wind Energy Northwest VII LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Northwest X LLC | Texas | 100,00% 100,00% |
Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Northwest XI LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Panhandle I LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Southwest I LLC | lexas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Southwest II LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Southwest III LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Southwest IV LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Valley I LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind MREC lowa Parmers LLC | lexas | 100.00% | Not auducd | Wind cucrgy production | ||||||||
| Horizon Wind, Freeport Windpower I LLC | Texas | 100,00% | Not nudited | Wind cuergy production | ||||||||
| Juniper Wind Power Partners, LLC | lexas | 100,00% | Not audited | Wind energy production | ||||||||
| Lexington Chenoa Wind Farm LLC | Texas | 100.00% | Not audited | Wind energy production | 5,506 | 5.505 | ||||||
| Machias Wiud Farm LLC | Texas | 100.00% | Not audited | Wind energy prodaction | ||||||||
| Meadow Lake Wind Farm II LLC | Texas | 100.00% | KPMG | Wind energy production | 152,363 | (1) | 1,254 | 1.254 | 149.854 | |||
| New Trail Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| North Slope Wind Farm LLC | licxas | 100,00% | Not audited | Wind energy production | ||||||||
| Number Nine Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Pacific Southwest Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Pioncer Prairie Wind Farm II LI.C. | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Baffalo Bluff Wind Farm LLC | Texas | 100,00% | Not nudited | Wind cnergy production | ||||||||
| Saddleback Wind Power Project LLC | lexas | 100,00% | KPMG | Wind energy production | 1,020 | (4) | 1,016 | |||||
| Sardinia Windpower LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Turtle Creck Wind Farm LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Western Trail Wind Project I LLC | lexas | 100.00% | Not audited | Wind energy production | ||||||||
| Whistling Wind WJ Energy Center. LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
This appendix forms an integral part of note 8.
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Appendix l Page 9 of 22
| Miles de euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0/0 Indirect |
Auditor | Activity | Beneficio neto | |||||||||
| Subsidiaries Companies | Head Office | 0/0 Direct |
Share Capital |
Reserves | Other Accounts from Equity |
Continued | Total | Total Equity |
||||
| Simpson Ridge Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Coos Curry Wind Power Project LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Midwest IX LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Horizon Wind Energy Northwest I LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Peterson Power Partners LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Pioneer Prairie Interconnection LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| The Nook Wind Power Project LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Tug Hill Windpower LLC | Texas | 100,00% | Not andited | Wind energy production | ||||||||
| Whiskey Ridge Power Partners LLC | Texas | 100,00% | Not andited | Wind energy production | ||||||||
| Wilson Creek Power Partners LLC | Texas | 100,00% | Not andited | Wind energy production | ||||||||
| WTP Management Company LLC | Texas | 100.00% | Not audited | Wind energy production | ||||||||
| Meadow Lake Wind Farm IV LLC | Indiana | 100.00% | KPMG | Wind energy production | 39,941 | 78 | 78 | 40.096 | ||||
| Meadow Lake Windfarm III LLC | Indiana | 100.00% | KPMG | Wind energy production | 49,311 | 40 | 40 | 49 231 | ||||
| 2009 Vento IV, LLC | Texas | 100.00% | KPMG | Wind energy production | 178.160 | (75) | 80 | 80 | 177.926 | |||
| 2009 Vento V, LLC | Texas | 100.00% | KPMG | Wind energy production | 138.653 | (6) | 113 | 113 | 138.421 | |||
| 2009 Vento VI, LLC | Texas | 100.00% | KPMG | Wind energy production | 151.402 | (75) | 152 | 152 | 121.022 | |||
| Horizon Wind Ventures VI, LLC | Texas | 100.00% | KPMG | Wind energy production | 84.892 | (1) | 1,716 | 1,716 | 81,458 | |||
| Lexington Chenoa Wind Farm II LLC | Illinois | 100,000% | KPMG | Wind energy production | 210 | 210 | ||||||
| Lexington Chenoa Wind Farm III LLC | Illinois | 100,00% | KPMG | Wind energy production | ||||||||
| East Klickitat Wind Power Project LLC | Washington | 100.00% | KPMG | Wind energy production | ||||||||
| Horizon Wind Energy Northwest IV LLC | Oregon | 100,00% | KPMG | Wind energy production | ||||||||
| Blue Canyon Wiud Power VII LLC | Oklahoma | 100,00% | KPMG | Willd energy production | ||||||||
| Horizon Wyoming Transmission LLC | Wyoming | 100,00% | KPMG | Whad coergy production | ||||||||
| AZ Solar LLC | Arizona | 100.00% | KPMG | Wind energy production | ||||||||
| Black Prairie Wind Farm II LLC | llınoıs | 100,00% | KPMG | Wind energy production | ||||||||
| Black Prairie Wind Farm III LLC | Illinois | 100,00% | KPMG | Wind energy production | ||||||||
| Paulding Wind Farm LLC | Ohio | 100,00% | KPMG | Wind energy production | 4,062 | 4,061 | ||||||
| Paulding Wind Farm II LLC | Ohio | 100,00% | KPMG | Wind energy production | 8,242 | 5 | 5 | 8,233 | ||||
| Paulding Wind Farm III LLC | Ohio | 100,00% | KPMG | Wind energy production | ||||||||
| Simpson Ridge Wind Farm II LLC | Wyoming | 100,00% | KPMG | Wind cnergy production | ||||||||
This appendix forms an integral part of note 8.
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Appendɪx I Page 10 of 22 C
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| Miles de euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Head Office | Beneficio neto | |||||||||||
| Subsidiaries Companies | 0/0 Direct |
0/0 Indirect |
Auditor | Activity | Share Capital |
Reserves | Other Accounts Irom Equity |
Continued | Total | Total Equilty |
||
| Simpson Ridge Wind Farm III LLC | Wyoming | 100.00% | KPMG | Wind energy production | ||||||||
| Simpson Ridge Wind Farm IV LLC | Wyoming | 100,00% | KPMG | Wind energy production | ||||||||
| Simpson Ridge Wind Farm V LLC | Wyoming | 100,00% | KPMG | Wind cnergy production | ||||||||
| Athena-Weston Wind Power Project II, LLC | Orcgon | 100,00% | KPMG | Wind energy production | ||||||||
| Mcadow Lake Wind Farm V. LLC | Indiana | 100,00% | KPMG | Wind energy production | િતેર | 696 | ||||||
| Horizon Wind Ventures IB, LLC | Texas | 100,00% | Not andited | Wind cnergy production | 9,602 | 19.752 | 15,798 | 15.798 | 60,949 | |||
| Horizon Wind Ventures IC, LLC | Texas | 100,00% | Not audited | Wind energy production | 5.016 | (455) | 6,385 | 6,385 | 17,331 | |||
| Headwalers Wind Farm LLC | Indiana | 100.00% | Not andited | Wind energy production | ||||||||
| 17th Star Wind Farm LLC | Ohio | 100,00% | Not andited | Wind energy production | ||||||||
| Rio Blanco Wind Fairn LLC | Texas | 100,00% | Not andited | Wind energy production | ||||||||
| Hidalgo Wind Farm LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| Stone Wind Power LLC | New York | 100,00% | Not audited | Wind energy production | ||||||||
| Franklin Wind Farm LLC | New York | 100,00% | Not audited | Wind energy production | ||||||||
| Waverly Wind Farm LLC | Kansas | 100,00% | Not audited | Wind energy production | 1,265 | 1,268 | ||||||
| 2010 Vento VII, LLC | Texas | 100,00% | KPMG | Wind energy production | 152,384 | ા રેણ | 156 | 152,073 | ||||
| 2010 Vento VIII, LLC | Texas | 100,00% | KPMG | Wind energy production | 153,322 | 12 | 12 | 153.299 | ||||
| 2010 Vento IX, LLC | Texas | 100,00% | Not audited | Wind cnergy production | ||||||||
| Horizon Wind Ventures VII, LLC | Texas | 100,00% | Not audited | Wind cucrey production | 89,808 | ર્સા | રેશ | 88,686 | ||||
| Horizon Wind Ventures VIII, LLC | Texas | 100,00% | Not audited | Wind energy production | 83,514 | 373 | 373 | 82,768 | ||||
| Horizon Wind Ventures IX. LLC | Texas | 100,00% | Not audited | Wind energy production | ||||||||
| EDP RENOVAVEIS BRASIL, S.A. Central Nacional de Energia Eólica. S.A. |
Sao Paulo | 55,00% | KPMG | Wind energy production | 28,056 | (407) | 1,841 | 1.841 | 23,966 | |||
| (Ccnacel) | Sao Paulo | 55,00% | KPMG | Wind energy production | 6.329 | (79) | 818 | 818 | 7.886- | |||
| Elebrás Projectos, Ltda | Sao Paulo | 55,00% | Not audited | Wind energy production | 733 | (540) | 292 | 297 | 390 | |||
| EDP RENEWABLES CANADA, LTD | Canada | 100,00% | Not audited | Wind energy production | 101 | 101 | 202 |
This appendix forms an integral part of nute 8.
Appendıx l Page 1 1 of 22
| Miles de euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 0/1 Indireet |
Auditor | Beueficio neto | ||||||||||
| Associate Companies | Head Office | 0/0 Direct |
Activity | Share Capital |
Reserves | Other Accounts from Equity |
Continued | Total | Total Equity |
|||
| Aprofitament D'Energies Renovables de | ||||||||||||
| I Ebrc S.l | Spain | 18.97% | Not audited | Wind energy production | 3,869 | (366) | 3,503 | |||||
| Hidroastur, S.A. | Oviedo, Spain | 20.00% | Centum | Minihydraulic | 4,808 | 2,091 | 6,899 | |||||
| Sodccoan, S.L. | Scvilla, Spain | 40.00% | Not andited | Wind | 6 | (9) | (3 | |||||
| Biomasas del Pirinco, S.A. | Huesca, Spain | 24.00% | Nut audited | Waste | 455 | (217) | 238 | |||||
| Culityos Energéticos de Castilla. S.A. | Burgos, Spain | 24.00% | Nut audited | Waste | 300 | (48) | 252 | |||||
| Parque Eólico Sierra del Madero, S.A. | Soria, Spain Las Palmas de |
33.60% Ernst & Young | Wind energy production Wind energy production |
7.194 | 5,434 | ે રેડિકેટ | 3.23 રે | 16,163 | ||||
| Desarrollos Encrgeticos Cananos, S.A. | Gran Canaria, Spain |
39.92% | No1 auditor | 4.29 | 5,836 | ,242 | 1.242 | 11,369 | ||||
| Solar Siglo XXI, S.A. | Ciudad Real, Spain |
20.00% | Not auditod | Solar | 80 | (18) | 63 | |||||
| Naturneo Energía, S.L. | Spain | 49,00% | Not audited | Holding | 3 | (1) | ||||||
| Eólicas de Portugal,SA | Portugal | 35.96% | Not audited | Wind energy production | 25.248 | 18.836 | (14,215) | 5.917 | 5,917 | 50,001 | ||
| Parque Eolico Belmonte. S.A. | Madrid, Spain | 23.92% | KPMG | Wind energy production | 120 | 4,322 | (ed) | (69) | 4,373 |
This appendix forms an integral part of note 8.
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Appendix 1 Page 12 of 22
| Thousands of Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit/(loss) | ||||||||||||
| Jointly controlled entities | Registered offices |
direct | 0/0 indirect |
Auditor | Activity | Share capital |
Reserves | Other equity itenis |
Continued | Total | Total equity |
|
| Tebar Eolica, S.A. | Tebar Cuenca. | Wind energy production | ||||||||||
| Spain | 40.00% | Not audited | 4,720 | 4.502 | (4(H) | 1.222 | 1,222 | 10.444 | ||||
| Evolución 2000, S.L. | Madrid, Spain | 39 32% | KPMG | Wind energy production | 118 | 12,779 | (1,354) | 3.048 | 3,048 | 15.945 | ||
| Desarrollos Eolicos de Canarias, S.A. | Las Palmas,Spain | 35.80% | KPMG | Wind energy production | 4.291 | 5,836 | 1,242 | 1,242 | 11 369 | |||
| Compañia Eolica Aragonesa S.A. | Spain | 50.00% | De oitte | Wind energy production | 6.701 | 68.188 | (1,168) | 12.722 | 12,722 | 87 61 1 | ||
| Flat Rock Windpower LLC | New York | 50.00% | E&Y | Wind energy production | 195.636 | (27,218) | (3.736) | (3,736) | (160,946) | |||
| Flat Rock Windpower II LLC | New York | 50.00% | E&Y | Wind energy production | 77.626 | (10,017) | (2,207) | (2,207) | 63,195 |
This appendix forms an integral part of note 8.
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| 1 1 1 1 3 2 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit/(loss) | ||||||||||||
| Registered offices |
0% direct interes t |
0/0 indirect interest |
Auditor | Activity | Share capital |
Reserves | Other equity items |
Continuing operations |
lotal | Total equity |
||
| Group companies | 100,00% | KPMG | Holding company | 0.000 | 166,521 | (20.008) | (20.008) | 176,513 | ||||
| NUEVAS ENERGIAS DE OCCIDENTE, S,L Ovicdo, Spain | Wind farm installation | |||||||||||
| Generaciones Especiales I, S,L. | Spain | 80,00% | KPMG | and assembly | 28.562 | 165,256 | 8.600 | 8,600 | 202,418 | |||
| Neolica Polska, Sp.z,o,o, | Poland | - | 100,00% | Unaudited | Wind energy production | 121.228 | (3,367) | 1.097 | 6.229 | 6,229 | 125, 86 | |
| Other economic | ||||||||||||
| Tarcan, B.V | Holland | - | 100,00% | KPMG | activities | 20 | (653) | 5.283 | 5,283 | 4.650 | ||
| Greenwind, S.A., | Belgium | 70.00% | Unandited | Wind energy production | 24,924 | (1,248) | 1,166 | 1.166 | 24,843 | |||
| Noo Energia Arugón, S.L. | Spain | 100.00% | Unaudited | Wind energy production | 10 | (2) | 9 | |||||
| Noo Energías de Occidente Catalunya.S,L, | Spain | 100.00% | Unaudited | Wind energy production | 10 | (314) | (296) | (596) | (900) | |||
| Agrupacion Eólica, S.L.U | Spain | 100,00% | KPMG | Other business acnvilles | 650 | 32,769 | 1,682 | 1.682 | 35,101 | |||
| Enemova, S,A, | Spain | 100.00% | KPMG | Wind energy production | 7.500 | 43,574 | 4.870 | 35,438 | 35,438 | 91,382 | ||
| Ceasa Promociones Eólicos, S.L.U | Spain | 100,00% | KPMG | Wind energy production | 1,205 | (1,152) | 5,018 | 2,018 | 5,071 | |||
| NEO Galia SAS | Frunce | 100.00% | Unaudi1cd | Holding company | 48,527 | (1.476) | (4.587) | (4,587) | 42,464 | |||
| Renovatio Power | Romania | 85.00% | Unaudited | Wind energy production | (412) | 20 | (217) | (217) | (910) | |||
| Cernavodu Power | Romania | 85.00% | Unaudited | Wind energy production | (550) | 27 | (281) | (381) | (803) | |||
| Agrupación colica,S.L. | France | 100,00% | KPMG | Holding company | 900 | 42.328 | 18 | 18 | 43,246 | |||
| United | Holding company | |||||||||||
| Epr uk limited | Kingdom | 100.00% | Unaudited | 113 | 113 | |||||||
| Desarrollos Eólicos de Galicia, S.A. | Coniña. Spain | 80.00% | KPMG | Wind energy production | 6.130 | 3.493 | 564 | 1,153 | 1.153 | 11.340 | ||
| Desarrollos Eólicos de Tarifa, S.A.U | Scville, Spain | 80.00% | KPMG | Wind energy production | 5,800 | 2,023 | 1.778 | 1,778 | 9,600 | |||
| Desarrollos Eólicos de Corme, S.A. | Seville. Spain | 80.00% | KPMG | Wind energy production | 3,666 | 3,107 | 1.677 | 1.677 | 8,450 | |||
| Desarrollos Eólicos Buenavista, S,A,U | Seville, Spain | 80.00% | KPMG | Wind energy production | 1,712 | 1,527 | રેકે I | 687 | 687 | 4,457 | ||
| Desarrollos Eólicos de Lugo. S.A.,U. | Coruña, Spain | 80,00% | KPMG | Wind energy production | 7.761 | 3,338 | (1.293) | 5,683 | 5,683 | 15,490 | ||
| Desarrollos Eólicos de Raboscra, S.A. | Zaragoza, Spain | 76,00% | KPMG | Wind energy production | 7.561 | 1,787 | (541) | 2.455 | 2,455 | 11,261 | ||
| Desarrollos Eólicos Almarchal S, A, U. | Seville, Spain | 80,00% | KPMG | Wind energy production | 2.061 | 1,178 | (322) | 490 | 490 | 3,406 | ||
| Desarrollos Eclicos Dumbria S.A.U. | Coruña, Spain | 80,00% | KPMG | Wind energy production | 61 | 7.461 | 2.914 | 2.914 | 10,436 | |||
| Parque Eólico Santa Quiteria, S,L, | Zaragoza, Spain | 46,66% | KPMG | Wind energy production | 63 | 9,968 | (328) | 2,051 | 2,051 | 1 1 ,7 54 | ||
| Eólica La Janda, SL | Madrid, Spain | 80,00% | Unauditod | Wind energy production | 2.050 | 13 | 1,095 | ા 092 | 3,158 | |||
| Eólica Guadaltcba, S.L. | Seville, Spain | 80,00% | Unaudited | Wind energy production | 10 | (1) | 791 | 791 | 800 | |||
| Edlica Muxia, S.L.U. | Seville, Spain | 80,00% | KPMG | Wind energy production | 10 | (1) | (1) | ਹੈ | ||||
| Eólica Fontcsilva, S.I.U. | Seville, Spain | 80,00% | KPMG | Wind energy production | 10 | (1) | (1) | 0 | ||||
| Encroliva, S.A.U. | Seville, Spain | 80,00% | Unaudited | Wind energy production | 301 | (7) | 294 | |||||
| Eólica Curiscao Pumar, S.A.U. | Madrid, Spain | 80,00%a | KPMG | Wind energy production | 60 | 13 | 2,271 | 2,271 | 2.345 | |||
| Fólica La Bruula S.A. | Madrid. Spain | 67.92% | KPMG | Wind energy production | 3.294 | 3.098 | (1.350) | 2,429 | 2,429 | 7.471 |
This appendix forms an integral part of note 8.
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31 December 2009
Thousands of Euros Net profit/(loss) 0/0 direct 0/0 Other Registered interes indirect Share equity Continuing Total Group companies offices t interest Auditor Activity capital Reserves items operations Total equity Eólíca Arlanzón S,A, Madrid, Spain 62,00% KPMG Wind encrgy production 4,509 2,225 (527) 1.322 1.322 7,528 Eolicii Campollano S.A Madrid, Spain ፉስ ስለሚ KPMG Wind energy production ર રહ્યા 0 440 (1.799) 5.675 5 675 19.876 Parque Eólico Belchite S.L.U. Zaragoza, Spain 80,00% KPMG Wind energy production 3.600 3.220 1.532 1.532 8.352 Parque Eólico La Sotonera S,L. Zaragoza 51,88% KPMG 2,000 1.566 (247) 1.210 1,210 4,530 Wind energy production Sicsa Renovables Canarias S.L. Las Palma 80,00% Unaudıtod Wind cnorgy production 3 (3) Parque Eólico Belmonte, S.A. Madrid 23,92% KPMG Wind energy production 120 3,810 576 576 4.506 Eólica Don Quilotc. S.L. Madrid 80.00% KPMG Wind cnergy production 3 1 2.525 2.525 2,529 Eólica Dulcincu, S.L. Madríd 80,00% KPMG Wind energy production 10 171 1.002 1.002 1.183 Eòlica Sierra de Avila, S.L, Madrid KPMG 71,99% Wind energy production 10 10 Eólica de Radona, S.L.U, Madríd 80,00% KPMG Wind cnergy production 10 (104) (104) (94) Eolica Alfoz S.L. Madrid 67,98% KPMG Wind energy production 10 10 Eólica La Navica, SL Madríd 80.00% KPMG Wind energy production 10 1.170 852 852 2.033 Investigaci'on y desarrollo de Energias Wind energy production (2,476) Renovables (Ider), S.L., Loón, Spain 47,67% KPMG 15,718 (2,513) 10,728 (2,513) Unaudited Cogeneration: Rasacal Cogeneración, S.A. 48.00% Madrid Electricity production 60 (476) (416) Unaudited Mini-hydraulic cnergy Hidrocléctrica Fuentelierinosa, S,L, Ovicdo, Spain 80,00% production 77 184 2 8 8 271 Salamanca, Unaudi1cd Mini-hydraulic energy Hidrocléctrica Gormaz, S.A. 60.00% Spain nmdnetian 61 (96) (20) (20) (55) Madrid, Spain Unaudited Mini-hydraulic cnergy Hidroclóctrica del Rumblar, S.L., 64,00% production 276 (234) 33 33 75 Madrid, Spain Wind power: Wind farm SINAE Inversiones Eólicas, S.A. 80.00% KPMG development 6-010 7-826 17,871 17.871 31,707 Parques Eólicos del Cantábrico, S.A. Wind energy production Ovicdo, Spain 80,00% (839) KPMG 9.080 14.837 899 899 23.977 Industrias Medioambicntales Río Carrión.SA Madrıd, Spain 72,00% Unaudíted Wind energy production (550) 60 (610) Mndrid, Spain Tratamicatos Mediambientasles Unaodited del Norte, S.A. 64.00% Wastc 60 (43) 17 Unaudited Waste treatment and Sotromal, S.A. Soria, Spain 72,00% 451 (289) recycling 162 Ronovables Castilla La Mancha, S.A. Madrid, Spain 72,00% KPMG Wind encrgy production 60 761 402, ا 402, ا 2,223 Eólica La Manchueia, S.A. Albaccte, Spain 80.00% KPMG Wind energy production 1.142 944 1,217 1,217 3,303 Seville, Spain Wind power: Project Desanollos Eólicoas. S.A. 80.00% KPMG 1.056 18,125 development 16,550 519 519 Scrille, Spain Wind power: Project Deaarrollos Eólicos Promoción. S.A. 80.00% KPMG development 8 061 30.341 16.555 16.555 54,956
This appendix forms an integral part of note 8.
Appendix 1 Page 14 of 22
Appendix I
Page I S of 22
| Thousands of Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Group companies | Net profit/(loss) | |||||||||||
| Registered offices |
0/10 direct interes t |
% indirect interest |
Auditor | Activity | Share capital |
Reserves | Other equity items |
Continuing operations |
Total | Total equity |
||
| Unaudited | Mini-hydraulic energy | |||||||||||
| Ceprastur, A.I,E. | Ovicdo. Spain | 45,40% | production | 361 | 57 | (3) | (3) | 415 | ||||
| Valle del ebro Ingenieria y consultoria SL | Spain | 80,00% | Unaudited | Wind energy production | 188 | 3,799 | 833 | 833 | 4,821 | |||
| Veinco energia Limpia S.L. | Spain | 80,00% | Unaudited | Wind energy production | 3 | 405 | 157 | 157 | 565 | |||
| Acampo Arias, SL | Spain | 98.19% | KPMG | Wind energy production | 3,314 | (326) | (326) | 2,989 | ||||
| SOCPE Sauvagcons, SARL | France | 49.00% | Unaudited | Wind energy production | 1 | (19) | (13) | (13) | (32) | |||
| SOCPE Le Moc, SARL | France | 49.00% | KPMG | Wind energy production | 1 | (34) | (9) | (9) | (42) | |||
| SOCPE Petite Piece, SARL | France | 49.00% | Unaudited | Wind energy production | (4) | (72) | (72) | (75) | ||||
| Plouvien, S.A.S | France | 100.00% | Unaudited | Wind energy production | 40 | (1,231) | (382) | (382) | (1,573) | |||
| CE Patay. SAS | France | 100,00% | KPMG | Wind energy production | 1,640 | 963 | (405) | 447 | 447 | 2,645 | ||
| Relax Wind Park 111, Sp,z,0,0, | Poland | 100,00% | Unaudited | Wind energy production | 117 | (20) | (16) | (54) | (54) | 27 | ||
| Relax Wind Park 1, Sp,z.o.o. | Poland | 96.40% | KPMG | Wind energy production | રુજર | (406) | (40) | (260) | (260) | (110) | ||
| Relax Wind Park IV, Sp.z,0.0, | Po and | 51,00% | Unaudited | Wind energy production | 109 | (188) | 13 | 49 | 49 | (18) | ||
| Relax Wind Park II, Sp,z,o,o, | Poland | 51,00% | Unaudited | Wind energy production | 123 | (42) | (10) | (2) | (2) | લ્તે | ||
| C,E,Renovables alternativa slu | Spain | 100,000% | Unaudited | Wind energy production | ક્ષ્ણ | (2) | 84 | |||||
| CIA,E d enrgias renov alternativas sau,2 | Spain | 100,00% | Deloitte | Wind energy production | 69 | (14) | રેર | |||||
| Eolica Garcinunoz SL | Spain | 80.00% | Unaudited | Wind energy production | 10 | 10 | ||||||
| Compañia Eólica Campo de Borja, SA | Spain | 75.83% | KPMG | Wind energy production | 858 | 127 | 157 | 157 | 1.142 | |||
| Desarrollos Catalancs del | Spain | 60,00% | KPMG | Wind energy production | 5,993 | 15.490 | 26 | 26 | 21,509 | |||
| Iberia Aprovechamientos | Spain | 100,00% | KPMG | Wind energy production | 1,919 | 164 | (142) | (142) | 1,940 | |||
| Molino de Caragüclles, S.L. | Spain Spain |
80,00% | KPMG Price |
Wind energy production | 180 | (33) | 30 | 30 | 176 | |||
| Neornai Inversiones | 100,00% | Watcrliouse | Other business activities | 33,358 | 5.144 | 1,355 | 1.355 | 39,857 | ||||
| Parque Eólico Plana de | Spain | 100.00% | KPMG | Wind energy production | 12 | (3) | ್ತಿ | |||||
| Parque Eólico Los Cantales, SLU | Spain | 100.00% | KPMG | Wind energy production | 1,963 | 988 | 1,700 | 1,700 | 4.650 | |||
| Parque Eólico Montes de Castejon, S,L, | Spain | 100.00% | KPMG | Wind energy production | 12 | (3) | ್ತಿ | |||||
| Parques de Generación Eólica. SL | Spain | 60.00% | KPMG | Wind energy production | 1,924 | 763 | (38) | 411 | 411 | 3.059 | ||
| CE Saint Bernabe, SAS | France | 100.00% | KPMG | Wind energy production | 1,600 | 417 | (437) | 144 | 144 | 1,724 | ||
| CE Segur, SAS | France | 100,00% | KPMG | Wind energy production | 1,615 | 394 | (442) | 238 | 238 | 1,805 | ||
| Eolienne des Bocages, SARI | France | 100,00% | Unaudited | Wind energy production | (161) | (1) | (1) | (161) | ||||
| Eolienne D'Etalondes, SARI | France | 100,00% | Unaudited | Wind energy production | 1 | (26) | (2) | (2) | (27) | |||
| Eolienne de Saugueuse, SARL | France | 100,00% | Unaudited | Wind energy production | - | (25) | (2) | (2) | (26) | |||
| Parc Eolicu D'Ardennes | France | 100,00% | Unaudited | Wind energy production | 1 | (122) | (1) | (1) | (122) | |||
| Eolienne des Bocages, SARL | France | 100,000% | Unaudited | Wind energy production | - | (27) | (1) | (1) | (27) | |||
| Parc Eolien des Longs Champs, SARL | France | 100,00% | Unaudited | Wind energy production | - | (67) | (3) | (3) | (68) | |||
| Parc Eolien de Mancheville, SARL | France | 100,00% | Unaudited | Wind energy production | (36) | (4) | (4) | (39) |
This appendix forms an integral part uf note 8.
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| Thousands of Euros | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit/(loss) | ||||||||||||
| Group companies | Registered offices |
0/0 direct interes t |
0/0 indirect interest |
Auditor | Activity | Share capital |
Reserves | Other equity items |
Continuiug operations |
Total | Total equity |
|
| Parc Eolien de Roman, SARL | France | 100.00% | Onaudited | Wind energy production | (તેર) | (7) | (7) | (101) | ||||
| Parc Eolien des Vatines, SAS | France | 100,00% | Unaudited | Wind energy production | 37 | (1,377) | (538) | 196 | ાં તેણ | (1.144) | ||
| Parc Eolien de La Helroye, SAS | France | 100,00% | Unaudited | Wind energy production | 37 | (23) | (5) | (5) | 9 | |||
| Eolienne de Callengeville, SAS | France | 100.00% | Unaudited | Wind energy production | 37 | (23) | 3 | 3 | 17 | |||
| Parc Eolien de Varimpre, SAS | France | ﺎ 00,00% | Unaudited | Wind energy production | 37 | (1,510) | (607) | 527 | 527 | (946) | ||
| Parc Eolien du Clos Batnille, SAS | France | 100,00% | Unaudited | Wind energy production | 37 | (990) | (472) | 286 | 286 | (667) | ||
| Eòlica de Serra dus Alturas,S.A | Portugal | 50,10% | KPMG | Wind energy production | 50 | 1,176 | 668 | 668 | 1,894 | |||
| Encraltius-Producao de Energia Elóctrica SA | Portugal | 100,0000 | KPMG | Wind energy production | ] ,505 | 2,315 | 1.098 | 2.187 | 2.187 | 7.602 | ||
| Malhadizes- Energia Eólica, SA | Portugal | 100,00% | KPMG | Wind energy production | રે() | 100 | ા તેર | ાં જેર | 345 | |||
| Eólica de Montenegrelo. LDA | Portugal | 50.10% | KPMG | Wind energy production | રે0 | 2,090 | 1.442 | 1.442 | 3.582 | |||
| Eólica da Alagoa,SA | Portugal | રવે તેત્વજ | PRICE | Wind encrgy production | 20 | 1,729 | 884 | 784 | 784 | 3,447 | ||
| Aprofitament D'Energies Renovables de la | Wind energy production | |||||||||||
| Ticrra Alta S,A | Spain | 48.69% | KPMG | 1,994 | (332) | (214) | (214) | 1,448 | ||||
| Bon Vent de L'Ebre S., L.L. | Spain | 100,00% | KPMG | Wind energy production | ರಿಗಿ | (32) | રે રે | |||||
| Parc Eólic Coll de la Garganta S,L | Spain | 100,00% | KPMG | Wind energy production | 3 | ﺮﺳﻪ | ||||||
| Pare Eólic Serra Voltorera S.l | Spain | 100.00% | KPMG | Wind energy production | ﺴﺎ | 3 | ||||||
| Elektrownia Wiatrowa Kresy I sp zoo | Poland | 100.00% | Unaudited | Wind energy production | 20 | (1) | (3) | (10) | ( ( ( ( ) | 6 | ||
| Uniled | Onaudited | Wind energy production | ||||||||||
| Moray Offshore renewables limited | Kingdom | 75.00% | 113 | 113 | ||||||||
| Centrale Eolienae Canet -Pont de Salaras | France | Wind energy production | ||||||||||
| S,A,S | 100.00% | KPMG | 125 | (157) | (397) | (7) | (7) | (435) | ||||
| Centrale Eolienne de Gneltas Noyal -Pontiv | Frince | Wind energy production | ||||||||||
| y S.A.S | 1 00% | KPMG | 2.26 | 1,009 | ਰ। | 344 | 344 | 3.645 | ||||
| Centrale Eolienne Neo True de | France | Wind energy production | ||||||||||
| L Homine .S.A.S | 1 (x) 00% | KPMG | 38 | (6) | (3) | (3) | 24 | |||||
| Vallee de Moulin SARL | France | 00.00% | Unaudited | Wind energy production | - | (3) | (13) | (13) | ( 6) | |||
| Mardelle SARL | France | 1 (x).00% | Unaudited | Wind energy production | - | (3) | (1) | (1) | (3) | |||
| Quinze Mines SARL | France | 49.00% | Unaudited | Wind energy production | (3) | (15) | (। 2) | (17) | ||||
| Desarrollos Eólicos de Teruel SL | Spain | 40,80% | Unaudited | Wind energy production | 60 | (79) | (၂၈) | (19) | ||||
| Par Eòlic de Coll de Moro S,L, | Spain | 60.00% | KPMG | Wind energy production | 3 | 5 | 8 | |||||
| Par Folic de Torre Madrina S,L, | Spain | 60,00% | KPMG | 3 | 4 | 7 | ||||||
| Parc Eolic de Vilalba dels Arcs S.L. | Spain | 60,00% | KPMG | Wind energy production Wind energy production |
3 | 3 | ||||||
| KPMG | ﺮ ﺳ | 3 | ||||||||||
| Parc Eolic Molinars S,L, | Spain | 54,00% | Wind energy production | 90 | (629) | |||||||
| Bon Vent de Vilalba, SL | Spam | 100,00% | KPMG | Wind energy production | 90 | (4) | (715) | (715) | ||||
| Bon Vent de Corbera, SL | Spain | 00.0000 | KPMG | Wind energy production | (4) | કેર | ||||||
| HORIZON WIND ENERGY LLC | l exas | 100,00000 | KPMG | Holding company | 2,818,483 | (61,306) | (42) | (31,938) (31,938) | 2,693.259 |
This appendix forms an integral part of note 8.
1
| Thousands of Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Group companies | 0/0 | Net profit/(loss) | |||||||||
| Registered offices |
direct interes t |
0/0 indirect interest |
Auditor | Activity | Share capital |
Reserves | Other equity itenıs |
Continuing operations |
Total | Tota equity |
|
| Wind Turbine Prometheus, LP | California | - | 100,00% | KPMG | Wind energy production | (394) | (4) | (398) | |||
| Lost Lakes Wind Farm, LLC | Minnesota | 100.00% | KPMG | Wind energy production | 141,384 | (67) | (71) | (71) | 141,175 | ||
| Durlington Wind Farm. LLC | Minnesola | 100,00% | KPMG | Wind energy production | (ર) | (8) | (8) | (21) | |||
| Cloud County Wind Farm | Kansas | 100,00% | KPMG | Wind energy production | 242.459 | 97 | 1,850 | ા 'જરેળ | 246,256 | ||
| Whitestone Wind Purchasing, LLC | Texas | 100,00% | KPMG | Wind energy production | 10.371 | (1,090) | (11,090) | (11,809) | |||
| Blue Canyon Windpower II LLC | Oklahoma | 100,00% | KPMG | Wind cucrgy production | 123,259 | 5,524 | 1,831 | 1,831 | 132,445 | ||
| Blue Canyon Windpower V. LLC | Oklahoma | 100.00% | KPMG | Wind energy production | 138.315 | (18) | 229 | 529 | 139,355 | ||
| Horizon Wind Energy International | Texas | 100,00% | KPMG | Wind energy production | 3.951 | 180 | (2) | (2) | 4,127 | ||
| Pioneer Prairie Wind Farm 1, LLC | lowa | 100,00% | KPMG | Wind energy production | 434.078 | 294 | 8.581 | (11.092) | (11,092) | 421,069 | |
| Sngebrush Power Partners, LLC | Washington | - | 100,00% | KPMG | Wind energy production | (13) | (13) | (13) | (39) | ||
| Telocaset Wind Power Partners, LLC | Oregon | 100,00% | KPMG | Wind energy production | 102.383 | 4,756 | 338 | 3.856 | 3,856 | 115,189 | |
| High Trail Wind Farm, LLC | Illionois | 100,00% | KPMG | Wind energy production | 286,778 | 3,987 | 1,701 | 1,701 | 294 167 | ||
| Marble River, LLC | New York | 100,000% | KPMG | Wind energy production | 12,961 | (74) | (40) | (40) | 12,807 | ||
| Rail Splitter | Illionois | 100,00% | KPMG | Wind energy production | 175,031 | (166) | (1,323) | (1.323) | 172.219 | ||
| Blackstone Wind Frim, LLC | Illionois | 100,00% | KPMG | While cuergy production | (3) | (947) | (947) | (1.897) | |||
| Aroostook Wind Encrgy LLC | Mine | 100,00% | KPMG | Wind energy production | 873 | (56) | (17) | (17) | 783 | ||
| Jericho Rise Wind Farm LLC | New York | 100,00% | KPMG | Wind energy production | 1.111 | (24) | (6) | (6) | 1.075 | ||
| Madison Windpower LLC | New York | 100.00% | KPMG | Wind energy production | 7.057 | (147) | (963) | (963) | 4.984 | ||
| Mesquite Wind, LLC | Texas | 100,00% | KPMG | Wind energy production | 187,692 | 7,105 | 6,724 | 6,724 | 208.245 | ||
| Mnrtinsdalc Wind Farm LLC | Colorado | 100.00% | KPMG | Wind energy production | 2,219 | (2) | (2) | (2) | 2.213 | ||
| Post Oak Wind, LLC | Texas | 100.00% | KPMG | Wind energy production | 214,542 | 5,044 | 5,377 | 5,377 | 230.340 | ||
| BC Maple Ridge Wind LLC | Texas | 100.00% | KPMG | Wind energy production | |||||||
| High Prairic Wind Farm II, LLC | Minnesola | 100.00% | KPMG | Wind energy production | 112,733 | 1,067 | 467 | (1.142) | (1,142) | 111,983 | |
| Arlington Wind Power Project LLC | Orcgon | 100.00% | KPMG | Wind energy production | 137.921 | 274 | 1.999 | 1 | 142,193 | ||
| Signal Hill Wind Power Project LLC | Colorado | 100,00% | KPMG | Wind energy production | (17) | (2) | (19) | ||||
| Tumbleweed Wind Power Project LLC | Colorado | 100,00% | KPMG | Wind cuergy production | (1) | (2) | (3) | ||||
| Old Trail Wind Farm, LLC | Illinois | 100,00% | KPMG | Wiud energy production | 299,989 | (2,431) | 2.675 | (2.969) | (2.969) | 294,295 | |
| Stinson Mills Wind Farm, LLC | Colorado | 100,00% | KPMG | Wind cnergy production | 208 | (66) | (2) | (2) | 528 | ||
| OPQ Property LLC | Illinois | 100,00% | KPMG | Wind energy production | 12 | 20 | 72 | 72 | 176 | ||
| Mcadow Lake Wind Farm, LLC | Indiann | 100,00% | KPMG | Wind energy production | (213) | (1,158) | (1.158) | (2,529) | |||
| Wheatfield Wind Power Project, LLC | Orcgon | 100,00% | KPMG | Wind energy production | ર્ણ | 3,956 | 2.956 | 5.977 | |||
| 007 Vento LLC | Icxas | 100,00% | KPMG | Wind energy production | 839,116 | 1.213 | 1,173 | 1.173 | 842,675 | ||
| 007 Vento II | Texas | 1 (x0,00% | KPMG | Wind energy production | 737,373 | (631) | (731) | (731) | 735,280 | ||
| 008 Vento III | Texas | 100,00% | KPMG | Wind energy production | 819,743 | (623) | (622) | 818.499 | |||
| Horizon Wind Ventures I LLC | Texas | - | 100.00% | KPMG | Wind energy production | 1,224,616 | 10.049 | 15,276 | 15.276 | 1,265,217 | |
| Horizon Wind Ventures II, LLC | Texas | 100,00% | KPMG | Wind energy production | 2,294 | 7.260 | 11,060 | 11.060 | 31.674 | ||
This appendix forms an integral part of note 8.
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Appendix I
Page 17 of 22
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| Thousands of Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit/(loss) | |||||||||||
| Group companies | Registered offices |
1/2 direct interes t |
0/ indireet interest |
Auditor | Aetivity | Share capital |
Reserves | Other equity ilems |
Continuing operations |
Total | Total equity |
| Horizon Wind Ventures III. LLC | Texas | 100.00% | KPMG | Wind energy production | 3,816 | (422) | (422) | 2,972 | |||
| Clinton County Wind Farm, LLC | New York | 100,00% | KPMG | Wind energy production | 10,419 | (5) | 10.414 | ||||
| BC2 Maple Ridge Holdings LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Clond West Wind Project. LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Fivc-Spot, LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Chocolate Bayou I LLC | lexas | 100,00% | Unaudited | Wind energy production | |||||||
| Alabama Ledge Wind Farm LLC | 1 cxas | 100,00% | Unaudited | Wind energy production | |||||||
| Antelope Ridge Wind Power Project LLC | Texas | 100,00% | Unaudined | Wind energy production | |||||||
| Arkwright Summit Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Ashford Wind Farm LLC | Texas | 100,000% | Unuvdited | Wind energy production | |||||||
| Athena-Weston Wind Power Project LLC | Texas | 00.00% | Unaudiicd | Wind energy production | |||||||
| Black Prairie Wind Farm LLC | Texas | 100.0000 | KPMG | Wind energy production | |||||||
| Blackstouc Wind Farm II LLC | lexas | 100.00% | KPMG | Wind energy production | (1) | (1) | (21 | ||||
| Blackstouc Wind Farn III LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Blackstone Wind Farm IV LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Blackstone Wind Farm V LLC | Icxas | 100.00% | Unaudited | Wind energy production | |||||||
| Blue Cunyun Windpower III LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Blue Canyon Windpower IV LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Blue Canyon Windpower VI LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Broadlands Wind Farm II LLC | lexas | 100.00% | Unaudited | Wind chergy production | |||||||
| Broadlands Wind Farm III LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Broadlands Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Chateangay River Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Cropscy Ridge Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Crossing Trails Wind. Power Project LLC | lexas | 100.00% | Unaudited | Wind chergy production | |||||||
| Dairy Hills Wind Farm LLC | SEXOF | 100.00% | Unaudited | Wind energy production | |||||||
| Diamond Power Partners LLC | lexas | 100,00% | Unaudited | Wind energy production | |||||||
| Ford Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Freeport Windpower 1, LP | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Gulf Coast Windpower Management | Unaudited | Wind energy production | |||||||||
| Company, LLC | lexns | 100.00% | |||||||||
| Homestead Wind Farm LLC | I cxas | 100,00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Northwest VII LLC | lexas | 100.00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Northwest X LLC | lexas | 100.00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Northwest XI LLC | l cxas | 100,00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Panhandle I LLC | lexas | 100.00% | Unaudited | Wind energy production | |||||||
This appendix forms an integral part of note 8.
●
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Appendix I Page 19 of 22
Thousands of Euros
| Net profit/(loss) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 0/0 direct |
0/0 | Other | |||||||||
| Registered | interes | indirect | Share | equity | Continuing | lota | |||||
| Group companies | offices | 1 | interest | Auditor | Activity | capital | Reserves | items | operations | l otal | equity |
| Horizon Wind Energy Southwest I LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Southwest II LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Southwest III LLC | Texas | 1 00,00% | Unaudited | Wind energy production | |||||||
| Honzon Wind Energy Southwest IV LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Horizon Wind Energy Valley I LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Horizon Wind MREC Towa Partners LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Horizon Wind, Freeport Windpower ] LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Juniper Wind Power Partners, LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Lexington Chenoa Wiud Fartn LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Machias Wind Frim LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Mcadow Lake Wind Farm II LLC | Texas | 100,00% | KPMG | Wind energy production | (1) | (1) | (2) | ||||
| New Trail Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| North Slope Wind Farm LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Number Nine Wind Farm LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Pacific Southwest Wind Farm LUC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Pioneer Prairie Wind Farm II LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Rim Rock Power Partners LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Saddleback Wind Power Project LLC | Texas | 100,00% | KPMG | Wind energy production | (3) | (3) | (6) | ||||
| Sardinja Windpower LLC | Texas | 100,00% | Unnudited | Wind energy production | |||||||
| Turle Crock Wind Farm LLC | 1 cxas | 100,00% | Unaudited | Wind energy production | |||||||
| Western Trail Wind Project I LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Whistling Wind WI Energy Center, LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Sunpson Ridge Wind Farm LLC | Texas | 100,00% | ا | Wind energy production | |||||||
| Coos Curry Wind Power Project LLC | SEXS S | [ 00], 00% | Unandited | Wind energy production | |||||||
| Horizon Wind Energy Midwest IX LLC | Texas | 100,00% Unaudited | Wind energy production | ||||||||
| Horizon Wind Energy Northwest I LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Peterson Power Partners LLC | Texas | 1 00.00% | Unaudited | Wind energy production | |||||||
| Proneer Prairie Interconnection LLC | Icxas | 100.00% | Unaudited | Wind energy production | |||||||
| The Nook Wind Power Project LLC | Texas | 1 (x), 00% | L naudited | Wind energy production | |||||||
| Tug Hill Windpower LLC | Icxas | 100.00% | Unaudited | Wind energy production | |||||||
| Whiskey Ridge Power Partners LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| Wilson Creek Power Partners LLC | Texas | 100.00% | Unaudited | Wind energy production | |||||||
| WTP Management Company LLC | Texas | 100,00% | Unaudited | Wind energy production | |||||||
| Mcadow Lake Wind Farm IV LLC | Indiana | 100,00% | KPMG | Wind energy production | |||||||
| Mcadow Lake Windfartn III LLC | Indiana | 100.00% | KPMG | Wind energy production | |||||||
| 2009 Vento IV, LLC | Texas | 100.00% | KPMG | Wind energy production | 175,054 | (69) | (69) | 174,916 |
This appendix forms an integral part of note 8.
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31 December 2009
| Thousands of Euros | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit/(loss) | |||||||||||
| Group companies | Registered offices |
0/0 direct interes |
0/0 indirect interest |
Auditor | Activity | Shore capital |
Reserves | Other equity items |
Continuing operations |
Total | Total equity |
| 2009 Vento V. LLC | Texas | 100.00% | KPMG | Wind energy production | 138,315 | (2) | (5) | 138,305 | |||
| 2009 Vento VI. LLC | Texas | 100,00% | KPMG | Wind energy production | 140,892 | (୧୨) | (୧୬) | 140,754 | |||
| Horizon Wind Ventures II LLC | CX35 | 100.00% | KPMG | Wind energy production | |||||||
| Horizon Wind Ventures III, LLC | Texas | 100.00% | KPMG | Wind energy production | 3,816 | (422) | (422) | 2,972 | |||
| Horizon Wind Ventures VI. LLC | lexas | 100,00% | KPMG | Wind energy production | 78,345 | (1) | ( ( ) | 78,343 | |||
| Lexington Chenoa Wind Farm II LLC | Illinois | 100.00% | KPMG | Wind energy production | |||||||
| Lexington Chenoa Wind Farm III LLC | 111110015 | 100,00% | KPMG | Wind energy production | |||||||
| East Klickitat Wind Power Project LLC | Washington | 100,00% | KPMG | Wind energy production | |||||||
| Horizon Wind Enorgy Northwest IV LLC | Oregon | 100,00% | KPMG | Wind energy production | |||||||
| Blue Canyon Wind Power VII LLC | Oklahoma | 100,00% | KPMG | Wind energy production | |||||||
| Horizon Wyoming Transmission Ll.C | Wyoming | 100,00% | KPMG | Wind energy production | |||||||
| AZ Solar LLC | Arizona | 100.00% | KPMG | Wind energy production | |||||||
| Black Prairie Wind Farm II LLC | Illinois | 100,00% | KPMG | Wind energy production | |||||||
| Black Prairie Wind Farm III LLC | Illinois | 100,00% | KPMG | Wind energy production | |||||||
| Paulding Wind Farm LLC | Qhio | 100,00% | KPMG | Wind energy production | |||||||
| Paulding Wind Farm II LLC | Ohio | 100,00% | KPMG | Wind energy production | |||||||
| Paulding Wind Farm III LLC | Ohio | 100,00% | KPMG | Wind energy production | |||||||
| Sunpson Ridge Wind Farm II LLC | Wyoming | 100.00% | KPMG | Wind energy production | |||||||
| Simpson Ridge Wind Farm III LLC | Wyoming | 100,00% | KPMG | Wind energy production | |||||||
| Simpson Ridge Wind Farm IV LLC | Wyoming | 100,00% | KPMG | Wind energy production | |||||||
| Simpson Ridge Wiud Farm V LLC | Wyoming | 100.00% | KPMG | Wind energy production | |||||||
| Athena-Weston Wind Power Project II, LLC | Oregon | 100,00% | KPMG | Wind energy production | |||||||
| Meadow Lake Wind Farm V, LLC | Indiana | 100,00% | KPMG | Wind energy production | |||||||
| Wind energy production | |||||||||||
| EDP RENOVAVEIS BRASIL, S.A. | Sao Paulo | 55.00% | KPMG | Wind energy production | 8.774 | (રેડર) | 647 | 647 | 8.896 | ||
| Central Nacional de Energia Edlica, S.A., | Wind energy production | ||||||||||
| (Conacel) | Sao Paulo | 55,00% | KPMG | 19,694 | (1,541) | (1.541) | 18,153 | ||||
| Elebras Projectos, Ltda | Sao Paulo | 55,00% | Unandited | Wind energy production | 528 | (352) | (b) | (6) | 171 |
This appendix forms an integral part of note 8.
œ
Appendix I Page 21 of 22
Thousands of Euros Net profit/(loss) C % Registered % direct indirect Share Other equity Continuing Activity Associates offices interest interest Auditor capital Reserves items operations Tòtal Total equity Wind energy Aprofitament D'Encrgies Renovables 18.97% Uuaudited production 4 (366) de l'Ebre S.l 3.865 (366) 3,503 Spain Mini-bydraulic cncrg Hidroastur, S.A. Ovicodo 20,00% Centium production 4,808 2,941 7,749 Unaudited Promotion of encrgy Seville 40.00% 6 Sodccoan, S,L, development (9) (3) Biomasas del Pirinco, S,A, 24,00% Unaudited 455 (217) Huesca Biomass 238 Culitvos Energóticos de Castilla, S,A, Burgos 24,00% Unaudited Biomass 300 (48) 252 . Wind energy Parque Eólico Sierra del Madcro. S,A. Soria 33.60% Ernst & Young 7.194 2.022 3.843 3.843 13.059 . production Wind power: Project Unaudited Desarrollos Energéticos Canarios, S,A, Las Palmns 39,92% development 30 (12) 18 ﺪ Solar Siglo XXI. S.A. Crudad Rcal 20,00% Unaudited Solar power 80 (18) 62 -Naturneo Energia, S,L, Spain . 49.00% Unauditod Holding company 3 (1) 2 Wind cncrgy Fólicas de Portugal,SA 19,60% KPMG 5,000 28,090 production 2,151 2.151 35.241 Portugal Wind energy Parque Eólico Altos del Voltoya S,A, Madrid 39,20% KPMG production 6,445 3,486 1.066 1,066 10,997 .
This appendix forms an integral part of note 8.
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| Thousands of Euros | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net profit/(loss) | ||||||||||||||||
| Jointly controlled entities | Registered ollices |
% direct interest |
% indirect interest |
Auditor | Activity | Share capital |
Reserves | Other equity items |
Continuing operations |
Total | Equity | |||||
| Tebar Eolica, S,A, | Сислса | 40,00% | Unaudited Unaudited |
Wind production Wind |
cnergy cacrgy |
2,360 | 2, 145 | (1 (1 (0) | (4){ | 606 | 4,961 | |||||
| Murciasol Solar | Almería | 40,00% | production Wind |
cnergy | 2 | 2 | ||||||||||
| Evolución 2000, S,L, | Madrid | 39.32% | KPMG | production Wind |
cnergy | 58 | 4,774 | (62 l ) | 1 "208 | 1,508 | 5.718 | |||||
| Desarrollos Eólicos de Canarias. S.A. | Las Palmas | 35.80%0 | Unauditod | production Wind |
Chergy | 4,291 | 5,222 | 1,115 | 1,115 | 10.628 | ||||||
| Compañia Eólica Aragonesa S.A. | Zaragoza | 20,000% | Deloitte | production Wind |
cncrgy | 3,351 | 13,695 | (812) | 4,465 | 4,465 | 20,699 | |||||
| Flat Rock Windpower LLC | New York | 50,00% | E&Y | production Wind |
cnergy | 365 | (15,413) | (2.033) | (2.033) | (17,081) | ||||||
| Flat Rock Windpower II LLC | New York | 50,00% | E& Y | production | 44 | (5,979) | (1,644) | (1,644) | (7.479) |
This appendix forms an integral part of note 8.
1
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Appendix II
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| EDP Energías de Portugal, S.A. Chairman of the board Energías do Brasil, S.A. Chairman of the board EDP Energías de Portugal, Sociedad Anónima, Sucursal en España Representative EDP Finance, B.V. Representative EDP Energías de Portugal, S.A. Board member EDP Energías de Portugal, Sociedad Anónima, Representative Sucursal en España EDP - Energías do Brasil, S.A. Board member Hidroeléctrica del Cantábrico, S.A. Board member Horizon Wind Energy, LLC Chairman of the board EDP Renewables Europe, S.L. Chairman of the board ENEOP - Eólicas de Portugal, S.A. Chairman of the board EDP Renováveis Brasil, S.A. Chairman of the board EDP Finance, B.V. Representative Antonio Fernando Melo Martins da Costa EDP Energías de Portugal, S.A. Board member EDP Internacional, S.A. Chairman of the company Hidroeléctrica del Cantábrico, S.A. Board member EDP Asia Invest e Consultoria Lda Chairman of the company EDP Asia Soluçoes Energéticas Chairman of the company EDP Soluçoes Comerciais, S.A. Chairman of the company EDP Energías de Portugal, Sociedad Anónima, Sucursal en España Representative EDP Finance, B.V. Representative EDP Projectos, SGPS, S.A. Board member EDP - Encrgias de Portugal, S.A. EDP Energias do Brasil, S.A. Board member Hidroeléctrica del Cantábrico, S.A. Board member Balwerk - Consultadoria Económiea e Board member Participações, S.U., Lda. Electricidade de Portugal Finance Company Board member Ircland, Lt. EDP Imobiliária e Participações, S.A. Chairman of the board EDP Valor - Gestão Integrada de Serviços S.A. Chairman of the board Energia RE, S.A. Chairman of the board EDP Finance, B.V. Representative Sãvida - Medicina Apoiada, S.A. Chairman of the board SCS-Serviços Complementares de Saúde, S.A. Chairman of the board EDP Estudos e Consultoria, S.A. Chairman of the board EDP Energías de Portugal, Sociedad Anónima, Representative Sucursal en España Naturgas Energía Grupo, S.A. Vice-chairman of the board Eléctriea de la Ribera del Ebro, S.A. Chairman of the board HidroCantábrico Encrgía, S.A.U. Chairman of the board HidroCantábrico Gestión de Energía, S.A.U.* Sole director EDP Energías de Portugal, S.A. Board member |
Name or registered name of board member |
Registered name of the entity | Position |
|---|---|---|---|
| Antonio Luis Guerra Nunes Mexia | |||
| Ana María Machado Fernandes | |||
| Nuno María Pestana de Almeida Alves | Board member and Finance controller | ||
| João Manuel Manso Neto | |||
Appendix II Page 2 of 3
EDP Gestao da Produçaco de Energía, S.A. Hidroeléctrica del Cantábrico, S.A.
EDP Energia Iberica, S.A. EDP Gás.Com Comércio de Gás Natural, S.A. Empresa Hidroelectrica do Guadiana, S.A. EDP Gás, S.G.P.S., S.A. EDP Gás II, S.G.P.S., S.A. EDP Gás III, S.G.P.S., S.A. EDP Investimentos S.G.P.S., S.A. EDP Finance, B.V. EDP Energías de Portugal, Sociedad Anónima, Representative Sucursal en España EDP Projectos,SGPS,S.A.
Manuel Menéndez Menéndez
Naturgas Energía Grupo, S.A. EDP Renewables Europe, S.L. Hidroeléctrica del Cantábrico, S.A. Enagas, S.A.
Chairman of the board Managing director and vice-chairman of the board Board member Board member Chairman of the board Chairman of the board Chairman of the board Chairman of the board Chairman of the board Representative
Board member
Chairman of the board Board member Chairman of the board Individual representing the legal entity on the board of directors
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| Name or registered name of director or board member |
Registered name of the entity | Number of shares |
|---|---|---|
| Antonio Luís Guerra Nunes Mexía | EDP Energias de Portugal, S.A. EDP Energias do Brasil, S.A. |
31,000 |
| Antonio Fernando Melo Martins da Costa | EDP Energías de Portugal, S.A. | 13, 299 |
| João Manuel Manso Neto | EDP Energías de Portugal, S.A. | 1, 268 |
| Nuno María Pestana de Almeida Alves | EDP Energías de Portugal, S.A. EDP Energias do Brasil, S.A. |
80, 000 |
| Jorge Manuel Azevedo Henriques dos Santos | EDP Energías de Portugal, S.A. | 2, 379 |
| loão Manuel de Mello Franco | EDP Energías de Portugal, S.A. REN - Redes Energéticas Nacionais, SGPS, S.A. |
4, 550 980 |
| Ana Maria Machado Fernandes | EDP Energias do Brasil, S.A. | 1 |
This appendix forms an integral part of note 18e.

EDP Renováveis, S.A.
December 2010
| 0. | INTRODUCTION |
|---|---|
| 1 . | MAIN EVENTS OF THE PERIOD |
| 2. | PERFORMANCE OF 2010 |
| 3. | REGULATORY ENVIRONMENT |
| র্ব | RISK MANAGEMENT |
| 5. | FINANCIAL HEDGING DERIVATIVE INSTRUMENTS |
| 6. | TREASURY STOCK (OWN SHARES) |
| 7. | ENVIRONMENTAL PERFORMANCE |
| 8. | HUMAN CAPITAL |
| o | RESEARCH AND DEVELOPMENT (R&D) |
| 10. | RELEVANT EVENTS AFTER CLOSING OF THE PERIOD |
| 11. CORPORATE GOVERNANCE OVERVIEW | |
| 12. DISCLAIMER |
ATTACHED - EDP RENOVÁVEIS 2010 NET INCOME APPLICATION PROPOSAL
EDP Renováveis S.A. individual accounts refer to the Holding of EDP Renováveis Group (EDPR), which includes (apart from EDPR Holding) its subsidiaries EDPR Europe (EDP Renewables Europe, S.L.), EDPR North America (Horizon Wind Energy, LLC) and EDPR South America (EDP Renovóveis Brasil). This management report will focus on financials and 2010 activity of "EDPR Holding" as well as its subsidiaries in each of the supra-mentioned platforms. Therefore, the report describes both the Holding and EDPR Group' business and activity during the year of 2010. Financial accounts for EDPR Holding are presented according to Spanish local GAAP ("Plan General de Contabilidad", in all material aspects similar to IFRS), while EDPR Group consolidated financial info were prepared according to IFRS. The current management report addresses bath EDPR Holding and EDPR Group.

EDPR and SeaEnergy Renewable Limited ("SERL"), through a joint-venture designated Moray Offshore Renewables Limited ("MORL"), have been awarded exclusive rights to develop offshore wind farm sites in Zone 1 with an approximated target capacity of 1.3 GW. This partnership, in which EDPR holds a 75% shareholding and SERL the remaining 25%, enabled to leverage the complementary expertise of EDPR in wind and SERL's know-how on offshore construction, thereby enhancing the result obtained in the UK Round 3.
Zone 1 is located on the Smith Bank in the Moray Firth in the North East of Scotland and covers an area of 520 square km. It is approximately 25 km southeast of the Caithness coast and has water depths between 30m and 60m.
MORL will firstly proceed with the study and development of the offshore wind farm projects in Zone 1 for the purpose of obtaining the relevant key consents. Upon successful completion, MORL will be authorized and will hold the option to begin construction and operation of the offshore wind farm project, which is expected to take place between 2015 and 2020.
EDP Renováveis has entered into a 15-year agreement with Energa to sell the green certificates generated from its 120 MW Margonin wind farm in Poland.
EDP Renováveis S.A. acquired 85% of Italian Wind srl, from Co-Ver group (an industrial conglomerate from the north of Italy], adding to its portfolio several wind projects in Italy totalling 520 MW in different stages of maturity and in prime locations: i) 4 wind projects totalling 108 MW classified as Tier 2; ii) 98 MW of projects classified as Tier 3; and iii) 314 MW classified as prospects.
The amount paid for the above mentioned stake is €12 million (Enterprise Value) and additional success fees will be paid as the wind projects reach certain predefined milestones.
In 2009, EDP Renováveis added 1.2 GW to its base of installed capacity, representing a 23% increase vis-à-vis 2008. In the US, EDPR successfully installed 700 MW during the period, while in Europe added 461 MW and in Brazil 14 MW.
The wind output for the full 2009 increased a sound 40% vs. 2008. The US assets continued to be the major contributor to the output increase, while European assets managed to deliver a strong recovery on the last quarter of the year, on the back of a high quality of wind resource.
EDPR's total average load factor in 2009 was 29%, with Europe's strong performance compensating the lower wind resource achieved in the US. Such stability on the total average load factor is the result of a balanced portfolio and a selective geographical diversification in terms of countries and regions.
EDP Renováveis has entered into a 20-year Power Purchase Agreement with Tennessee Valley Authority (TVA) to sell 115 MW of renewable wind energy from the first phase of its Pioneer Prairie Wind Farm located in Mitchell and Howard counties in lowa.
The Pioneer Prairie Wind Farm, which is located in lowa along the Minnesota state line in Howard and Mitchell counties, has an installed capacity of 300 MW - enough to power more than 90,000 American homes annually.
Gross Profit reached €725 million (+25% YoY) and EBITDA €543 million (+24% YoY), with an EBITDA margin of 75%. Net income increased 10% YoY to €114 million.
EDP Renováveis has been awarded a contract by the New York State Energy Research and Development Authority (NYSERDA) in conjunction with the Public Service Commission (PSC) to sell renewable energy credits, the clean environmental attributes of wind power, for a volume equivalent to 171 MW of capacity for ten years from its Marble River Wind Farm, currently under development and located in Clinton county, New York.
The contract award is from NYSERDA's fifth competitive solicitation and will be funded through the New York Renewable Portfolio Standard (RPS), which supports and finances the development of renewable energy resources that will help reduce harmful emissions, increase energy security, and build a clean energy economy.
EDP Renováveis Annual General Shareholder Meeting was held on April 13th and approved the following resolutions:
EDP Renováveis managed a portfolio of 6.3 GW at the 1Q10, having increased its installed capacity by 21%, or 1,094 MW, vis-à-vis 1Q09. From this, 492 MW were installed in Europe and 602 MW in the US. In the first quarter of 2010, EDPR total additions amounted to 32 MW, of which 16 MW were installed in Portugal and the remaining were installed in France. EDPR's construction cycle typically follows a back-end loaded profile on the annual new capacity additions.
In line with the capacity increase (+21% YoY), electricity output was up 28% vs. the 1Q09, with Europe being the main contributor to this increase. EDP Renováveis total average load factor in the 1Q09 was 33%, with Europe delivering a 34% figure and the US 31%.
EDP Renováveis S.A. and Vestas Wind Systems A/S signed a global master supply agreement for the delivery 1,500 MW of wind turbines.
A successful combination of its short-term pipeline optionalities together with a flexible procurement position post-2010 and scale within the industry, were key factors to achieve an agreement of utmost strategic importance reinforcing EDPR's worldwide leadership in the sector.
Gross Profit increased a solid 22% YoY to €242 million resulting in a 20% YoY EBITDA increase to €185 million, with an EBITDA margin of 76%. Net income reached €43 millions (-15% YoY).
EDP Renováveis has secured \$141 million of institutional equity financing from Wells Fargo Wind Holdings LLC in exchange for an interest in the Vento III portfolio.
Vento III is a 604 MW portfolio of wind farms structured in December 2008 and consists af Rattlesnake Road (103 MW), Pioneer Prairie (300 MW), and Meridian Way (201 MW). \$376 million was previously funded by JPM Capital Corporation, New York Life Insurance Co., New York Life Insurance & Annuity Corp. and GE Energy Financial Services.
With this new investment by Wells Fargo Wind Holdings LLC, EDPR has raised a total of \$517 million through Vento III and closed all its funding needs. The transaction accelerates the monetization of tax benefits generated by the wind farms and improves the projects' economics.
The Spanish regional Government of Cantabria has announced the granting of a total of 1,336 MW in its tender to award electricity production licenses through wind energy.
EDP Renováveis was awarded with 220 MW in the region of Cantabria, corresponding to 16% of the total assigned capacity.
The execution of this wind projects are now subjected to the regular process of developing and licensing, in accordance to the law and regulation applicable in Spain.
EDPR expects the awarded projects to reach the ready-to-build phase from 2013 onwards.
The Romanian Parliament's proposal that regulates renewable energy sources was published "today".
The legal framework in place since 2004 comprises a system where renewable generators in addition to the electricity price receive tradable green certificates. The proposal now signed into law reinforces the framework in place and the country's commitment with renewable energy, by:
EDP Renováveis currently has 228 MW under construction (to be commissioned by 2010-year end) and 613 MW of projects in different stages of development. The Romanian commitment regarding renewable energy improves the company's investment visibility and enhances the projects' value creation
Capacity increased 155 MW (63 MW in Europe and 92 MW in US) and electricity output totalled 6,940 GWh, meaning a 32% increase comparing with the 1st half of 2009. Load factor in Europe was 23% and in the US 33%.
Gross Profit was €462.4 million (+30% YoY) and EBITDA €342.9 million (+27% YoY), with an EBITDA margin of 74.2%. Net income reached €42.9 million, having decreased 35% YoY.
EDPR has signed an agreement to secure \$84 million of institutional equity financing from JPM Capital Corporation in exchange for a partial interest in its 99 MW Meadow Lake II wind farm.
EDPR has executed a project finance stucture agreement with a consortium of banks for its fully operating 120 MW Margonin wind farm in Poland. The contracted debt facility amounts to €135 million.
Gross Profit was €662.3 million (+34% YoY) and EBITDA €473.1 million (+28% YoY), with an EBITDA margin of 71.4%. Net income reached €22.2 million, having decreased 68% YoY.
EDPR has signed a 20-year PPA for a 99 MW wind farm in the PJM interconnection area, expected to be fully commissioned in 2011.
EDPR signed a 20-year PPA with Tennessee Valley Authority to sell renewable energy from 83 MW of the Pioneer Prairie wind farm (lowa), at full operation.
The Spanish Government published the Royal Decree 1614/2010, which increases the visibility of the existing assets' returns for its full useful life and provides stability to the investments in the country.
EDPR has signed an agreement to secure \$99 million of financing through Bank of America Public Capital Corp in exchange for a partial interest in its 101 MW Kittitas Valley wind farm.
EDPR signed a 5-year PPA with Constellation Energy Commodities Group, Inc. to sell the renewable energy from its 198 MW Top Crop II, already in operation in the PJM market.
EDPR has secured a 20-year PPA to sell to Ameren Illinois Utilities and Commonwealth Edison Company the equivalent renewable energy produced by 175 MW of wind installed capacity in the US.
The President of the United States of America signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which includes a one-year extension of the ITC cash reimbursement under the Department of Treasury's Section 1603 program, applicable to EDPR's wind projects in the US.
EDPR Holding closed the year of 2010 with €8.8 billion in assets, mainly due to investments in its associates of €4.0 billion and loans to affiliated and group companies of €4.1 billion.
Total equity reached €5.7 billion providing evidence of the robust EDPR Holding capital structure with Equity over Total Assets surpassing 64.7%.
Total Liabilities amounted, by year-end, to €3.1 billion (for the great part a result of €2.8 billion in group companies (EDP Finance BV).
The Financial income totalled €247 millions driven by €246 millions in interest income from financial assets resulting from loans to group companies.
Financial Expenses totalled (€143) million, leading to a EBT (Earnings before Taxes) of €65 millions. Effective tax rate was 32%, resulting in (€21) million in Taxes and a 2010 full year Net Income of €44 million.
During 2010, EDPR added 1,101 EBITDA MW (incl. ENEOP?) of installed capacity, of which 600 MW in North America and 501 MW in Europe.
Prepored according to IFRS occounting standards. EDPR consolidated for the purpose of this Management Report. EDPR S.A. individual accounts are therefore reflected as part of consolidation and by isself in isolotion do not contain substanial additional infarmotion considered af relevance.

On top of the 1,101 EBITDA MW (including ENEOP) of new installed capacity, EDPR ended 2010 with 649 MW under construction (of which 480 MW in Europe, 99 MW in North America and 70 MW in Brazil), providing confidence and credibility on the organization's ability to execute 2011 growth targets.
By the end of 2010, EDPR had 6.7 GW of (EBITDA + ENEOP) installed capacity in Spain, Portugal, France, Belgium, Poland, Romania, a variety of US states and Brazil.
| Installed Capacity (EBITDA MW + ENEOP) | 2010 | 2009 | A MW |
|---|---|---|---|
| Spain | 2.050 | 1.891 | + 189 |
| Portugal | 838 | ୧୫୦ | + 158 |
| of which ENEOP | 239 | 85 | +154 |
| France | 284 | 220 | +64 |
| Belgium | 57 | 57 | +0 |
| Poland | 120 | 120 | +0 |
| Romania | 90 | 0 | +90 |
| Europe | 3.439 | 2.938 | +501 |
| પાર | 3.224 | 2.624 | +600 |
| Brazil | 14 | 14 | |
| Total | 6.676 | 1.75 - 1.7 | +1.101 |
In terms of total output, EDPR recorded a significant growth in electricity generation, with 14.4 TWh generated in 2010 (32% increase vs. 10.9 TWh in 2009). This year EDPR reached once again load factors above market average, underlining the quality of its wind farms.
Overall EDPR load factor was in line with 2009. In Europe the load factor reached 27% and in the US 32%. Excellence in operational performance is best reflected in the sustainable and high availability levels and consistent load factor premiums in major markets.
| Electricity Generated (GWh) | Load Factor (%) | |||
|---|---|---|---|---|
| Region | 2010 | A 10/09 | 2010 | A 10/09 |
| Europe | 6.632 | +33% | 27% | +1 pp |
| EE.UU | 7.689 | +30% | 32% | (0 pp) |
| Brazil | 31 | +17% | 26% | +4 pp |
| Total Generation | 14.352 | +32% | 29% | +0 pp |
Total balance sheet assets reached by the end of the 2010 were €12,835 million with c. 14% increase (or €1,541 million) when compared to prior year. Of this, €9,982 million relate to net Tangible Fixed Assets (PPE) which year-on-year increased by €1,347 million.
Total Equity amounted to €5,394 million by year end, driven by the €82 million increase in Reserves and Retained Earnings leading to a solid Equity / Total Assets ratio of 42.0%. Total Equity and Liabilities summed by the end of 2010 to €7,442 million, with an increase of c. 24.7% (or €1,475 million) used to fuel growth business.
Total revenues reached €845 million driven by higher installed capacity and represented a 30.4% growth comparing to 2009. This growth is of particularly relevance given the current unfavourable pricing environment in the global power markets. EDPR benefited from an active risk management practice, namely by hedging c. 1.8 TWh of output in Spain and therefore reducing its exposure to the variability of the Spanish pool price. This hedging coverage had a positive impact of €12 million in 2010 revenues.
During 2010 EDP Renováveis signed a 15-year agreement with Energa to sell the green certificates generated from its 120 MW Margonin wind farm in Poland, reached Power Purchose Agreements for the sale of electricity of the two wind farms projects in Romania and successfully executed 841MW of PPA (Power Purchase Agreement) contracts in NA:
All in all, 841 MW of PPA's were successfully secured in North America, which summed with the 120 MW of long-term agreement for green certificates in Poland and the signing of Power Purchase Agreements for the sale of electricity of the two wind farms projects in Romania (228 MW) provide a significant source of secure cash flow stream going forward.
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| Financial Indicators (€ m) | 2010 | 2009 | A % |
|---|---|---|---|
| Gross Margin (incl. Tax Equity Revenue) | 948 | 725 | 31% |
| Opex & Other Operating Income | 235 | 182 | 29% |
| EBITDA | 713 | 543 | 31% |
| EBITDA Margin % | 75.2% | 74,9% | |
| EBIT | 290 | 231 | 26% |
| Financial Results | (174) | (72) | 140% |
| Net Income (EDPR Equity holders) | 80 | 114 | -30% |
| Capex | 1.401 | 1.846 | -24% |
| Total Assets (book value) | 12.835 | 11.294 | 14% |
| Equity (market value) | 3.783 | 5.784 | -35% |
| Net Debt (book value) | 2.848 | 2.134 | 34% |
| Enterprise Value | 7.706 | 9.126 | |
| Debt / EV % | 37,0% | 23.4% | |
| Net Debt / EBITDA | 4,0 | 3,9 |
Focus on operational efficiency, with Opex3 amounting to €235 million, lead to an EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) YoY growth of 31.3% of €713 million and an EBITDA Margin (EBITDA / Gross Margin4) to 75.2%.
Gross Margin at 2010YE grew 30.8% YoY to €948 million as a result of the electricity output increase (+32% YoY) and the reduced exposure of EDPR's portfolio to market price volatility, which along with the diversification effect enabled a stable YoY average selling price.

3 Defined as Operating Costs + Revenues from Tax Equity Parlners - Other Operating Results
4 Defined as Revenues + Revenues fram Tax Equity Partners - Cost of Used Gaods
Provisions and net Depreciation & Amortization in 2010 were of (€423) million and net Financial Results of (€169) million (including €5 million in gains from associates) resulting in a Earnings before Taxes of €121 million and a Income Tax Expense of €38 million, corresponding to an effective income tax rate of 31.3%.
Net Income totalled €83.0 million, of which €2.8 million belong to minority interest and €80.2 million is attributable to EDPR equity holders. This represents a reduction vs. the €114 million of Net Income attributable to EDPR equity holders in 2009.
EDP Renováveis decided to propose to the general meeting of Shareholders the allocation of the Net Income for the period of 2010 into reserves as follows:
| Net Income Application Proposal | ||||
|---|---|---|---|---|
| Distribution basis: | Values in Euros: | |||
| Net Income of the Period | 44.091.046.97 | |||
| Total to be allocated | 44,091,046.97 | |||
| Allocation: | ||||
| Legal Reserve (10%) | 4,409.104.70 | |||
| Free Reserve | 39.681.942.27 | |||
| Total Distributed | 44,091,046.97 |
Capex in 2010 was €1,401 million, reflecting the MW added in the period and the under construction capacity. 2010 capex decreased by 24% mainly explained by the capacity growth deceleration seen in 2010. Out of the €1,401 million capex for 2010, €895 million were related to the building of new installed MW, while €406 million assigned to under construction capacity.
| Capex (€ m) | 2010 | 2009 |
|---|---|---|
| Spain | 111 | રેરો |
| Portugal | 8 | 102 |
| ROE | 420 | 351 |
| Europe | 539 | 1.014 |
| USA | 768 | ક ટ્રેર |
| Brazil | 72 | 2 |
| Other | 22 | 4 |
| Total Capex | 1.401 | 1.846 |
In 2010, EDPR's operations generated a cash-flow of €567 million, delivering a solid 45% growth YoY, clearly demonstrating the increased cash generation capabilities of the existing assets. Given the grawth cycle of the company, capex levels remained above the cash-flow generation, leading ta a Net Debt increase of €715 million in the period. But it's important to highlight that the operating cash-flow already covers more than 40% of the growth capex vs. 20% in 2009.
EDP Renováveis' gross financial debt was €3.5 billion in 2010, of which 79% corresponds to loans with EDP Group, while debt with financial institutions is mostly related to project finance with a long-term profile. In 2010, debt with financial institutions increased €191 million related to the Polish and Brazilian projects.
Net debt as of December 2010 amounted to €2.8 billion, increasing from the €2.1 billion at the end of 2009, mainly reflecting the capital expenditures in the period. Net debt related to assets in operation amounted to €2,450 million based on 2010 capacity.
| Net Debt (€ m) | 2010 | 2009 |
|---|---|---|
| Financial Debt | 3.534 | 2 674 |
| Financial Receivables | -226 | -59 |
| Cash & Equivalents | -459 | -481 |
| Net Debt | 2.848 | 2.134 |
Currently, we are a world leader energy company. Our growth has been the result of an extraordinary capacity to implement projects and to smoothly integrate new companies, people and cultures during the period from 2005 to 2010. Our markets provide attractive growth potential, mainly due to their growth prospects and the fact that they possess a stable regulatory structure that allows profitable returns.
EDPR continues to look to the renewable energy sector with a long-term outlook, believing that the environmental, economic and technological trends that have underpinned the currently favourable renewable energy market conditions will continue to drive further support for growth in the markets we are active in.
EDPR is a leading 'pure-play' renewable energy company, having derived the revenue stream from renewable energy activity. EDPR has leading position and "early mover" advantages in attractive high-growth markets, and continues to analyze new markets as well as new opportunities within the markets we currently operate within. This strategy continues to provide the company with a unique combination of size, focus and experience in the sector.
EDPR has a solid history of executing projects and delivering targets. We consistently increased installed capacity through the successful development of pipeline. The company success results from a unique combination of factors: strong track record in execution, first class assets with above average quality wind resources, a well balanced portfolio in terms of geography, stage of development and revenue sources, and a competitive turbine supply strategy.
The combination of diversified operations with a stable revenue base spread across countries with favourable regulatory regimes limits the exposure to market prices of electricity and provides a significant visibility and stability.
Furthermore, EDPR has proven its ability to selectively identify new markets, to enter such markets and successfully integrate new countries.
For that, by the end of 2010, EDPR hos crafted a robust, visible and geographically diverse pipeline of nearly 32 GW worldwide (varying from projects in eight European countries, several US states, Canada and Brazil).
| MW | Under | Pipeline | |||||
|---|---|---|---|---|---|---|---|
| Construction | Ther 1 | Tier 2 | Tier 3 | Total | Prospects | Total | |
| Spain | 201 | 300 | 436 | 2.089 | 2.825 | 2.121 | 5.146 |
| Portugal | ട്ക | 199 | 23 | 74 | 297 | 200 | 555 |
| France | 71 | સ્વ | 1 49 | 280 | 351 | 631 | |
| Belgium | 13 | 13 | |||||
| Poland | 70 | 442 | 738 | 1.180 | ୧୧୦ | 1.910 | |
| Romania | 138 | 57 | 556 | ୧। ଓ | 751 | ||
| ltaly | 20 | 186 | 206 | 785 | 991 | ||
| UK | 1.300 | 1.300 | 1.300 | ||||
| Europe | 480 | 647 | 1.147 | 4.906 | 6.700 | 4.116 | 11.296 |
| NA (incl. Canada) | 99 | 1.075 | 6.508 | 7.245 | 14.828 | 4.237 | 19.164 |
| Brazil | 70 | 81 | 153 | 456 | 690 | 491 | 1.251 |
| Total | 649 | 1.802 | 7.808 | 12.607 | 22 218 | 8.844 | 31.711 |
This pipeline reinforces EDPR's position as a leading player in the renewable energy industry and underlines management's commitment to create shareholder value through selecting the best projects to fuel future growth.
On the core of EDPR's confidence on achieving these targets, is a dynamic, highly qualified and experienced team of world-wide employees with the track record and ambition to deliver upon the superior targets.
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The following tables show a brief summary of the main regulatory events at a worldwide and European level. The information below will be developed in following sections.
| Event | Main implications | |
|---|---|---|
| Global | · Recognition, in a formal UN decision, of the emission- reduction targets that Developed countries listed under the Copenhagen Accord |
|
| United Nations Climate Change Conference, in Cancun (Mexico) Nov-Dec 2010 |
· Agreement for the monitoring, reporting and verification of the emissions processes |
|
| · Establishment of a Green Climate Fund to support policies and activities in developing countries |
||
| · Support to the Clean Development Mechanisms ("CDM") scheme after the expiration of the Kyoto Protocol |
||
| · A post-Kyoto binding treaty is still to be agreed | ||
| Presentation by States Member of its National Renewoble |
· Renewable Energy Directive 2009/28/EC requires State Members to submit it National Renewable Energy Action Plan by June 30th, 2010 |
|
| Europe Energy Action Plans (NREAP) Summer 2010 |
· States have presented their strategies to reach their 2020 target |
|
| · NREAP reflect targets by sector (share of energy from renewable sources consumed in transport, electricity, heating and cooling), as well as the chosen trajectory to achieve them |
||
| North America | Tax relief bill | · One-year extension of the cash grant |
| December 2010 | · An increase of the bonus depreciation | |
| Brazil | 2 tenders held in 2010 | · Both tenders allocated 2,05 GW of wind capacity |
The 2010 United Nations Climate Change Conference was held in Cancun, Mexico, from November 29th to December 10th. Last year's talks in Copenhagen only delivered a weak array of voluntary mitigation and financing pledges that were not endorsed as a COP (Conference of the Parties) decisions. However, in Cancun, the Parties adopted formal decisions in key fields as climate finance, technological transfer and adaptation.
A major achievement was the establishment of a new climate fund under the UN Convention. This new Green Fund will be managed by the World Bank with an aim to allocate funds to developing countries for climate aid.
Another important step forward was the recognition, in a formal UN decision, of the mitigation pledges agreed in Copenhagen (this is, the confirmation of the target of limiting temperature rises to less than 2°C compared to pre-industrial levels). The parties have also agreed to the "Monitoring, Reporting and Verification", which is necessary step to verify the progression of the emission reductions under a transparent process. This is very significant as a global emissions deal has always been stalled by the lack of understanding this topic between US and China. With this agreement, there is groundwork for future negotiations.
The parties also supported the continuation of the Clean Development Mechanism (CDM) after the expiration of the Kyoto Protocol (December 31st 2012) and included for the first time Carbon Capture Storage (CCS) under its reach. Additionally, the agreement includes the framework for REDD+, a mechanism for forestry protection. However, a post-Kyoto agreement has still to be reached, as Japan, Russio and Canada firmly opposed to a second commitment period. Negotiations however will continue in Durban, South Africa, in 2011.
At the European level, following the approval of the Renewable Energy Directive 2009/28/EC, all the Member States were requested to present a "National Renewable Energy Action Plan" (NREAP) by June 30th, 2010. The NREAP are documents in which European Member States present how they intend to reach their binding renewable targets for the year 2020 and the paths towards them. Member States have also been required to provide their sectoral targets (electricity, transport and heating and cooling), the technology mix they expect to use, the transfers between Member States and the specific measures they intend to implement in order to reach the forecasted trajectory. As the Directive indicates, NREAP must conform to the National Action Plan template adopted by the European Commission in June 2009.

SPAIN
| Regulatory change | Description |
|---|---|
| Royal Decree 1614/2010 of 7 December | · Sets a temporary cut of the renewable premium applicable to wind governed by Royal Decree 661/2007 |
| · Provides regulatory stability and visibility to the full useful life of the wind farms to be installed until 2012 |
|
| · Fixes a cap to the annual equivalent hours entitled to receive the premium |
|
| Royal Decree 1565/2010 of 19 November | · Modifies the reactive power regime |
| Decree-Law 14/2010 of 23 December | · Imposes a generation levy of €0,5/MWh applicable to ordinary and special regime generators |
The Spanish government has long struggled to deal with a rising tariff deficit and since mid 2009 has shown concern about the cost of the renewable sector.
Following the agreement reached in July 2010 by the Industry Ministry with two key renewable energy associations (the Spanish Wind Energy Association and Protermosolar), the Royal Decree 1614/2010 of 7 December was approved.
The recently approved regulatory scheme on wind is summarized as follows:
A temporary 35% cut of the reference premium applicable to the wind capacity ruled by RD 661/2007, only during 2011 and 2012. Cap and floor have not been revised and still remain indexed to CPI-"X":
An amendment ta the article 44.3 of the RD 661/2007 clarifying that eventual future revision to the value of the reference premium would anly be applied to the capacity that comes on line after 2012;
A cap to the annual equivalent working hours entitled to receive the premium value set at 2,589 hours (would only be active if the average of the Spanish wind sector equivalent working haurs surpasses the 2,350 in each year). The reference hours are not revisable for the full useful life of the existing and pre-registered wind farms);
Wind capacity pre 2008 (ruled by the RD 436/2004) remains untouched, and will transit to the Royal Decree 661/2007 regime in 2013. The bulk of the Spanish wind assets (those ruled by RD 436/2004) is unaffected by the new regulation.
Apart from Royal Decree 1614/2010, wind energy regime was amended by two other decrees. The first one is Royal Decree 1565/2010 of November 19th that modifies the reactive power regime. With this new decree, reactive premiums are lowered but the requirements to receive the bonus are less restrictive, thus more easily achievable. The second decree is Royal Decreelaw 14/2010 of December 23th that brings in several measures to reduce the tariff deficit. Among the measures, the decree includes a generation levy of €0.5/MWh applicable to ordinary and special regime generators.

| Regulatory change | Description |
|---|---|
| Decree Law 51/2010 | · Simplifies procedure for installing additional equipment in wind farms |
| · Obliges wind generators to have equipment installed in each turbine to aftenuate voltage drops and supply reactive energy |
|
| End of reactive energy premiums | · Wind generators are not entitled to receive reactive energy premiums · The impact on total remuneration will not be meaningful |
On May 20th, Decree Law 51/2010 was approved. This new regulation simplifies the procedure for installing additional equipment in wind farms (overpowering). The decree also obliges wind generators to have equipment installed in each turbine to attenuate voltage drops (fault ride through) and supply reactive energy. Concerning the latter obligation, there is no longer a premium for supplying reactive power, and there will be a penalty if the wind farm does not operate within certain parameters in terms of reactive power.

| Regulatory change Description |
|
|---|---|
| "Grenelle 2" in June 2010 | · Introduces new restrictions and requirements in the permitting process that could hinder the future development of wind farms |
After months of debate, the "Grenelle 2" was finally approved on June 29th, 2010. The origins of this bill date back to 2007, when the "Grenelle de l'Environnement", a national summit to formulate environmental policy was launched. Three years later, the "Grenelle 2" is a toolbox of the "Grenelle de l'Environnement" and establishes a new framework for wind energy.
In order to qualify for the guaranteed purchase price, the "Grenelle 2" introduces a minimum threshold of five turbines for wind energy plants. This measure aims at avoiding wind scattered development. The law also requires wind farms to be erected at least 500 meters from habitation.
Another requirement to benefit from the guaranteed electricity purchase price is, since 2007, to be built in predefined zones: in "ZDEs" (wind development areas) being these specific areas designated by the municipalities hosting the projects. In articulation with the ZDEs, the "Grenelle 2" introduces a new layer requiring wind forms to be also included in the "Regional Development Areas" to be approved by the Regions and currently under preparation.
In addition, wind farms will be subject to "ICPE" (Industries Classified for the Protection of the Environment") regulation which add new permitting requirements, and put wind farms on the same level than industries with a proven potential risk for the environment.
Finally, the "Grenelle 2" stipulates that at least 500 turbines must be installed each year with a review after 3 years, but does not include specific mechanisms to achieve this goal. This requirement aims to achieve the onshore wind energy target of 19 GW in 2020.

Regulatory change
Description
Increase of the quotas of electricity from renewable sources expected to spur renewables
New quotas of renewable generation have been approved in Wallonia. New quotas are considerably higher than previous ones and are: 13.50% in 2011 and 15.75% in 2012. Quotas from 2013 onwards are yet to be decided, although the CWAPE (The Energy Regulator in Wallonia) has recommended the Government to increase them by 2.25 pp a year, up to 33.75% in 2020.
Currently, the Green Certificate Scheme is being reviewed by the Government but no formal documents have been published yet.

| Regulatory change | Description |
|---|---|
| Amendment of the energy law in January 2010 |
· Aims to limit speculative action in the reservation of interconnection rights for wind farms by charging developers with a fee |
| · A local master plan or a planning permit for the real property is also required to obtain grid connection |
The Energy law was amended in January 2010. The main aim was to limit speculative action in the reservation of interconnection rights for wind farms. Pursuant to the new provisions, the obligation to prepare an assessment of the impact of the installations being interconnected on the grid lies with the grid company. Within this new regulation, the entity applying for the conditions of interconnection must pay in advance the grid interconnection fee of PLN 30 per kW of interconnection capacity. This fee is considered as an advanced payment for the connection costs and can be returned if there are no technical possibilities for connection. Moreover, the grid company has an obligation to issue grid connection conditions (or to reject such conditions due to technical constraints) within 150 days from the day of submission of the complete grid connection application.
Another measure aimed at reinforcing the credibility of the obligation to attach to the application for interconnection conditions an excerpt from the local master plan or, if there is no such plan, the planning permit for the real property to which the application relates.

| Regulatory change | Description |
|---|---|
| Amendment of the energy law in July 2010 | · Extends the period in which developers are granted with 2 Green Cerificates |
| · Increases renewable quotas | |
| · Increases the penalty for missing certificate | |
| · Extends the period in which the green certificate scheme is guaranteed |
|
The Romanian Government amended its renewable energy law in order to extend its renewable support. Following the general delays in bringing projects into operation, the Government has decided to extend until 2017 (instead of 2015) the period in which wind generators are entitled to receive two green certificates per MWh. In addition, the 2012 green certificate quota has increased from 8.3% to 12% and will rise by 1 pp every year (except in 2019, in which it will only increase 0.5 pp) up to 20% by 2020.
The amendment also confirmed the minimum trading value per green certificate at €27/MWh and the maximum at €55/MWh and increases the penalty for suppliers who do not comply with their obligation to fulfill the quota from €70 to €110 per missing green certificate.
Lastly, in order to instill more confidence in investors and more visibility to the wind morket, the green certificate scheme has been guaranteed until 2025, far beyond the previous 2014 deadline.
The double green certificate support had been established by law 220/2008 (formally enacted and published) but, as a matter of practice, the law is still not applied, as the new system hos still not been formally notified to the European Commission.

| Regulatory change | Description |
|---|---|
| · The current RO scheme could be replaced by a Feed-in tanff system |
|
| process | : Energy market reform package under consultation of capacity payments have been proposed |
| · Introduction of floor price for carbon emissions · Approval of Emission Performance Standard for new coal-fired power plants |
Following the general election of May, 6th 2010, the new government expressed its willingness to establish a system of feed-in tariffs for electricity produced from renewable sources, while maintaining the renewable obligation certificates (ROCs) at least until 2017. The Government has included this issue in its energy market reform package that was presented in December 2010 and is currently under a consultation process. Under the proposal, the Renewable Obligation (RO) system could be phased out in 2017. The RO scheme will be then replaced by a contract for difference, where the support would be calculated on the difference between the wholesale market price and a "strike price" set under the contract. This system is designed to lower a generator's price risk allowing a steady flow of incomes. Other measures presented in this package are the introduction of capacity payments aimed at fostering the construction of reserve plants and the pledge to approve emission performance standards for new coalfired power plants. To achieve the climate change targets, the Government also announced a floor price for carbon emissions.
The Government has also allocated £ 1 billion for the Green Investment Bank and appointed an independent commission that is working to launch the new institution in the next months. The Green Investment bank was set to form the cornerstone of the energy policy of the Conservative party, outlined in its Manifesto in the general election. The aim of this new institution is to foster renewable projects investment by granting funds to lowcarbon initiatives.

| Regulatory change | Description |
|---|---|
| A new decree regulating the promotion of renewable energies is under approval process |
· Green certificate system could be phased out |
| · A feed-in tariff system for facilities up to 10 MW could be introduced |
|
| · Larger facilities would be bound to participate in |
competitive processes to obtain a tariff
The Bersani Decree of 1999 ushered in a Green Certificate scheme aimed at promoting the production of electricity from renewable energy sources. The scheme is based on the issue of green certificates to producers, who also receive a revenue stream selling the underlying electricity. Since its introduction, the scheme has been modified several times, the last major amendment being the one introduced by the 2008 Budget Law.
The key features of the new green certificate scheme set by the Budget Law were the following:
Renewable energy generators are eligible for the green certificate system for the first 15 years of operation (extending on the former 12-year period)
Increases the mandatory quota from 0.35% to 0.75% per year until 2012
Strengthens the stabilizing role of the GSE ("Gestore dei Servizi Elettrici"), a state energy agency that operates in the Green Certificate market absorbing any imbalances in the market. If there is a deficit, the GSE can sell the Green Certificates in its price equal to €180 minus the average price of electricity sold in the previous year. Alternatively, the GSE can also act os a last resort buyer and acquire green certificates when there is a surplus in the market. When this occurs, the GSE can buy green certificates at a price equal to the average price registered the previous year by the GME ("Gestore dei Mercati Energetici") in its trade platform.
Introduces differentiation by renewable energy source with the use of coefficients applied to net production.
Currently a new renewable energy decree is in a latter phase of approval (it has preliminarily been approved by the Italian Government). If this new regulation is passed, it would represent a massive overhaul of the renewable energy promotion system as the green certificate system
would be phased out. The draft of the regulation envisages a feed-in tariff system for facilities up to 10 MW, and commissioned from the January 1st, 2013 onwards. Larger plants would participate in binding process, in which the incentive would be given to winning projects through a competitive process, though with a floor tariff.

IIS Regulatory change Description One-year extension of the cash grant Tax relief bill · An increase of the bonus depreciation
At the Federal level, climate legislation stalled in 2010. Three prominent proposals for a Federal Renewable Electricity Standard (RES) emerged over the past year but did not garner enough bipartisan support to be submitted for a vote. Additionally, two new proposals to establish climate change legislation through CO2 cap and trade emerged in July but also failed to come to a vote.
The main agent of climate and environmental regulation was the Environmental Profection Agency. The EPA issued a plan for establishing greenhouse gas pollution standards under the Clean Air Act. Additionally, existing coal fired generators are increasingly likely to leave the market due to new and tightened air quality standards through the Clean Air Act. The EPA's tightening of existing clean air pollutant caps (SOx, NOx) is expected to drive retirement of up to 60GW of coal capacity. The agency also announced new strategies to curb mercury emissions from power plants and to curb the use of water for cooling in power plants. EPA also proposed the first-ever national rules to ensure the safe disposal and management of coal ash from coal-fired power plants.
In December 2010 President Obama signed off the "Tax Relief Bill" that includes the extension of many clean energy policies. This regulation is part of a broader tax bill that zeroes in on the extension of expiring tox cuts put in place by the President George W. Bush Administration. In order to spur renewable energies development the law includes:
A one-year extension of the 1603 Treasury grant program, thus entitling projects to receive cash grant equivalent to 30% of the eligible project costs. This regulation had been approved in 2009 as part of the economic stimulus bill. In order to benefit from this extension, projects will need to prove that they started construction in 2011 and will come on line pror to December, 31st 2012.
An increase in the bonus depreciation allowing projects to deduct 100% of the project value in one year (if operations start in 2011). For projects that start operations in 2012, the deduction will be at 50%.
States' governments continue to be the primary driver of implementing legislation to support renewable energy. In 2010, twelve states proposed either creating a new Renewable Porffolio Standard (RPS) or increasing their RPS; these proposals passed successfully in five states. Only one state proposed a reduction in the RPS, a proposal which was ultimately unsuccessful.
The California PUC (Public Utilities Commission) ruled that the state's investor-owned utilities can use tradable renewable energy credits to comply with California's RPS. However, there are short term delays in implementation to legislation and regulatory uncertainty around the enforcement of the ruling.



Regulatory change
Ontario's long-term energy plan
Description
· Increases renewable targets
Canada's decentralized governance gives a leading role to the provinces for the implementation of renewable energy policies.
At a Federal level, in 2007 the ecoEnergy for Renewable Power Program was introduced, replacing the former Wind Power Production Incentive (WPPI). This program provided an incentive on one cent per kilowatt hour to renewable projects starting operations between 2007 and 2011. Although this program was designed to remunerate projects for the first ten years of operation, the ecoEnergy ran out of funds in 2009. The lack of federal policy instilled low confidence in investors and incentivized Canadian provinces to put in place their own renewable energies schemes. At a Federal level, wind farms moy also benefit from tax policies as the accelerated capital depreciation that allows 50% depreciation per year.
Ontario is far and away Canada's wind power leader, being the first to cross the 1 GW of installed capacity mark. The Green Energy Act (GEA) passed by Ontario's Liberal Government in May 2009 put the province at the forefront of wind development.
First and foremost, the GEA introduced a lucrative feed-in tariff system. A wide range of renewable technologies are awarded 20-year contracts with guaranteed electricity prices. The guaranteed price for onshore wind is C\$135/MWh, with an extra cent added on for smallscale community projects. For offshore wind, the tariff rises to C\$190/MWh.
The GEA, apart from being the first feed-in tariff in North America, streamlines the approval process for renewable energy facilities.
In November 2010, the Ontario Ministry of Energy presented its long-term energy plan for the period 2010-2030. Among other measures, the Plan rises Ontario's renewable target from 5,3 GW in 2025 to 10,7 GW by 2018.

Regulatory change 2 tenders held in 2010 Description
· Both tenders allocated 2,05 GW of wind capacity
Brazil since 2009 has had a tendering system to regulate the allocation of wind capacity, leaving behind a feed-in tariff system (PROINFA program) that fostered wind energy in its early days. Tenders allow the government to secure the energy supply at the least cost for consumers, which is paramount for economic development.
In recent years there has been a strong tendency towards developing wind energy in Brazil, mainly because of the complementary seasonal behavior of wind and hydro energies: on average, during the dry season the highest wind speeds are measured. Fostering renewable energy can also strengthen energy supply, mainly avoiding fuel generation. At an industrial level, the development of wind industry is seen as an opportunity to attract infernational turbine manufacturers. Although the local content is not explicitly included in tenders, it is yet a requirement for developers to be eligible to subsidized financing from development banks as BNDES (Banco Nacional do Desenvolvimento) or BNB "(Banco do Nordeste do Brasil").
The tender system has some particularities in Brazil. First of all, the amount to be tendered is decided by the Government, which removes the risk of over capacity. Once the auction is held, the contracts offer 20-year power purchase agreements. There are two types of fenders:
20-year power purchase agreement. The contracts refer to a generation level and any annual unbalance below 90% must be settled at selling price in favor of buyers. Through a real-time generation escrow account, the excess of generation of one year can compensate any lack of generation, since not lower than 90%, within the 4 yearperiod. Any excess of generation leading to a 4-year period balance over 100% is settled in the wholesale market.
In 2010, Brazil conducted two tender processes in August, a reserve and an alternative energy tender, totaling 2.05 GW. The reserve tender allocated 528 MW of wind capacity at an average price of R\$122,7/MWh (\$70.4) and the alternative energy tender 1,519 MW at R\$134,1/MWh (\$76.6). The fierce competition lowered the average prices, which has caused concern among developers and suppliers.
In December 2010 Brazil's Ministry of Mines and Energy approved a new Decennial Plan for Energy Expansion to 2019. The plan calls for a big boost in renewables as no new fossil fuel power plants are expected to be build after 2014. Under this strategy, more than 6 GW of wind installed capacity are expected by 2019 (from its current level of approximately 1.5 GW), although the industry expects a larger figure.
Wind sources will have the opportunity to secure PPAs in 2011 as new tenders will be conducted in the second quarter of 2011 according to Ordinance nº 113 of February 1st. One tender will be an "A-3" (baseload capacity to be delivered in three years time) and the other one a "reserve tender" (reserve capacity). The energy to be auctioned and the celling price have still not being revealed.
This chapter is also included in Corporate Governance Report (attached)
We believe that risk management should not only protect value but also create value.
Therefore, EDPR's risk framework was designed to be not a stand-alone activity separated from the main activities and processes of the company, but to be part of the responsibilities of management and an integrating all organizational processes, including strategic planning.

In EDPR's risk framework, risk process aims to link company general strategy into manager's day-to-day decisions, enabling the company to increase the likelihood of achieving the strategic objectives.
EDPR's general strategy is translated into major strategic questions that are grouped by risk area and then subject to EDPR's risk process. The outcome of the risk process is a set of specific guidelines per risk area that will guide managers in their decisions according to the company's risk profile.
Each strategic question is subject to a core risk process which is composed of four major steps:
· Make sense - the aim of this step is to generate an understanding of all the dynamics behind the issue under analysis in order to assess the severity of the risk and also to
anticipate all possible mitigating actions in the case its exposure is above acceptable limits.
Risk management in EDPR is supported by three distinct organizational functions:

During 2010, EDPR created a Risk Committee to integrate and coordinate all the risk functions and to assure the link between risk strategy and the company's operations.
EDPR's Risk Committee intends to be the forum to discuss how EDPR can optimize its risk-return position according to its risk profile. The key responsibilities of this committee are:
The following table summarizes the main risk areas of EDPR's business and also shows the risk related strategic question. The full description of each risk and how they are managed can be found in the Corporate Governance chapter.
| Risk areas | Risks descriptions | Risk related strategic questions (not |
|---|---|---|
| exhaustive) | ||
| 1 . Countries - Changes in regulations may impact | · What is EDPR's current regulatory | |
| & regulations EDPR's business in a given country ; | risk | |
| · How much should EDPR grow in current markets? |
||
| · Where should EDPR focus entering new markets? |
||
| 2. Revenues - Revenues received by EDPR's projects | · What is the exposure of our | |
| may diverge from what is expected; | revenue stream both in prices and wind variations? |
|
| · What is the impact on EDPR's EBITDA? |
||
| · What should the market strategy | ||
| be to cover market volatility? | ||
| (3. Financing - EDPR may not be able to raise enough · · What should be the risk profile from cash to finance ali its planned capex; |
an investor's point of view? | |
| - EDPR may not be able to fulfil its financial · What is the synthefic rating of the |
obligations;
Projects' leverage may be lower than planned impacting their profitability;
Wind - Changes in turbine prices may impact turbine projects' profitability;
icontracts - Contracts should take into account the pipeline development risk;
company and what measures could be done to improve it?
· What is the probability of a cash flow stress due to market conditions?
· Whot should be the hedging strategy for turbine prices in terms of price structure and quantities?
· What is the trade-off between supplier diversification and rappel discount?
· How many MW can EDPR expect to put in operation with its current pipeline?
· How many projects may die or be delayed over permitting issues?
· What is the actual risk of not achieving the installed capacity targets?
· What is the appropriate buffer to ensure that EDPR delivers the target capacity?
· How should EDPR's pipeline look like in 2012?
significant impact in EDPR?
The development and profitability of renewable energy projects are dependent on policies and regulatory frameworks. The jurisdictions in which EDP Renováveis operates provide numerous types of incentives that support the sale of energy generated from renewable sources.
Support for renewable energy sources has been strong in previous years, and both the European Union and various US federal and state bodies have regularly reaffirmed their wish to continue and strengthen such support.
In Europe, this support has been steady and has to be strengthened as EU countries have renewable and mandatory targets. The new EU directive on renewable energies, published in December 2008, requires each member state to increase its share of renewable energy in the group's energy mix in order to raise the overall share from 5.5% level in 2005 to 20% in 2020. To ensure this goal EU countries have interim periodic targets to ensure a steady progress towards its 2020 target. For this reason they have presented in 2010 their Renewable National Energy Action Plans (RNEAPs). These plans provide detailed information about how each Member State expects to comply with its 2020 binding target, including the technology mix and the forecasted trajectory to reach it.
Regarding US, they do not have mandatory energy targets at a federal level. However, under the Obama Administration, renewable energies have found strong political support. The Stimulus package (American Recovery & Reinvestment Act) approved in February 2009 included a wide range of measures addressed to boost renewable energies. However, in 2010 the Congress failed to pass a national renewable electricity standard, which would have estoblished a mondatory proportion of electricity to be delivered from renewable resources. The result of the mid-term elections on November 2nd threatens to undermine efforts to pass the law, as Democrats, whom traditionally have been supporting wind promotion, have now lost the majority of the House of Representatives, and by that its control in passing laws.
Additionally, it connot be guaranteed that the current support will be maintained or that the electricity produced by future renewable energy projects will benefit from state purchase obligations, tax incentives, or other support measures for the electricity generation from renewable energy sources. This is particularly true in an economic downturn context, as Governments struggle to achieve their budgets and cannot always guarantee a steady support for renewable energies.
EDPR is managing its exposure to regulatory risks in two different ways. The first one is trough diversification (being present in several countries) and the second one is by being an active member in several wind associations. EDP Renováveis belongs to the most prestigious wind energy ossociations, both at national and international level. EDP Renováveis is an active member of the following renewable [specially wind energy] associations.
| EUROPE | EWEA (EUROPEAN WIND ENERGY ASSOCIATION) | ||
|---|---|---|---|
| SPAIN | AEE (ASOCIACION EMPRESARIAL EQLICA) | ||
| PORTUGAL | APREN (ASSOCIAÇÃO PORTUGUESA DE PRODUTORES DE ENERGIA | ||
| ELÉCTRICA DE FONTES RENOVAVEIS] | |||
| FRANCE | SER (SYNDICAT DES ÉNERGIES RENOUVELABLES) | ||
| BELGIUM | (ASSOCIATION POUR LA PROMOTION DES ENERGIES APERE |
||
| RENOUVELABLES) | |||
| EDORA (FÉDÈRATION DE L'ENERGIE D'ORIGINE RENOUVELABLE ET | |||
| ALTERNATIVE) | |||
| POLAND | PIGEO (POLSKA IZBA GOSPODARCZA ENERGII ODNAWIALNEJ) | ||
| PSEW (POLSKIE STOWARZYSZENIE ENERGETYKI WIATROWEJ) | |||
| PTEW (POLSKIE TOWARZYSTWO ENERGETYKI WIATROWEJ) | |||
| ROMANIA | RWEA (ROMANIAN WIND ENERGY ASSOCIATION) | ||
| UNITED KINGDOM | BWEA (BRITISH WIND ENERGY ASSOCIATION) | ||
| RENEWABLE UK | |||
| SCOTTISH RENEWABLES | |||
| ITALY | ANEV (ASSOCIAZIONE NAZIONALE ENERGIA DEL VENTO) | ||
| APER (ASSOCIAZIONE PROMOTORI ENERGIE RINNOVABILI) | |||
| UNITED STATES | AMERICAN WIND ENERGY ASSOCIATION (AWEA) | ||
| IOWA WIND ENERGY ASSOCIATION RENEW WISCONSIN |
|||
| RENEW, INC. | |||
| THE WIND COALITION | |||
| AMERICAN WIND WILDLIFE | |||
| CEERT | |||
| COLORADO INDEPENDENT ENERGY ASSOCIATION | |||
| INTERWEST ENERGY ALLIANCE | |||
| WESTERN POWER TRADING FORUM | |||
| SMART GRID OREGON | |||
| TEXAS RENEWABLE ENERGY | |||
| WEST TEXAS WIND ENERGY | |||
| RENEWABLE NORTHWEST PROJECT | |||
| CANADA | CANWEA (CANADIAN WIND ENERGY ASSOCIATION) | ||
| BRAZIL | ABEEOLICA (ASSOCIAÇÃO BRASILEIRA DE ENERGIA EOLICA) | ||
| CERNE (CENTRO DE ESTRATÉGIAS EM RECURSOS NATURAIS E ENERGIAS) |
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Being an active member in all these associations allows EDP Renováveis to be aware of any regulatory change, and represent wind energy sector's interests when required by the governments.
Remuneration for electricity sold by EDP Renováveis wind farms depends, on the regulatory system. In some of the markets this creates an exposure to market prices for electricity. Market prices may be volatile as they are affected by various factors, including the cost of fuels, average rainfall levels, the cost of power plant construction, technological mix of installed generation capacity and demand. Therefore, a decline in market prices to unexpected levels could have a material adverse effect on EDP Renováveis' business, financial condition or operating income. EDP Renováveis currently uses various financial and commodity hedging instruments in order to reduce the exposure to fluctuating electricity prices. However, it may not be possible to successfully hedge the exposures or it may face other difficulties in executing the hedging strategy.
As of December 31* 2010, EDP Renováveis faced limited market price risk. In the case of EDPR NA, most of its installed capacity has fixed prices determined by long-term purchase agreements.
In most countries where EDPR is present, prices are mainly determined through regulated tariffs (France and Portugal) or managed through long-lerm power purchase agreements (Brazil, Poland -although only for Green Certificates - and Belgium). In Romania EDPR has full market exposure.
In the case of Spain, electricity is sold directly on the daily market at spot prices plus a predefined regulated premium. EDP Renováveis also has an option for selling this electricity through regulated tariffs at fixed prices. In 2010 the company closed a hedge in order to mitigate the effect of pool price fluctuations and as a result, only 38% of the production was market exposed. Considering all of EDPR's production in 2010, 79% of the EBITDA had no market exposure.
EDP Renováveis business is focused on the production of electricity from renewable energy sources. The amount of generated electricity and therefore the profitability of wind farms are dependent on climatic conditions, which vary across the locations of the wind farms, and from season to season and year to year. Because turbines will only operate when wind speeds are within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside of these ranges, energy output at wind farms may decline.
Variations and fluctuations in wind conditions at wind farms may result in seasonal and other fluctuations in the amount of electricity that is generated and consequently the operating results and efficiency.
Variations in wind conditions are due to seasonal fluctuations, and these fluctuations have an impact in the amount of the electricity generated. EDP Renováveis mitigates this risk by the geographical diversification of its wind farms in each country and in different countries. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady. Currently EDP Renováveis is present in 11 countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil.
EDP Renováveis is exposed to fluctuations in interest rates through financing, particularly by shareholder loans from the EDP Group and from institutional investors in connection with its Partnership Structures in the case of the US operations, as well as, project financing and third party loans from entities outside the EDP Group. This risk can be mitigated using hedging instruments, including interest rate swaps, but there is no full guarantee that the hedging efforts will turn out successfully.
Finally, because of its presence in several countries, currency fluctuations may also have a
material adverse effect on the financial condition and results of operations. EDP Renováveis may attempt to hedge against currency fluctuations risks by matching revenue and costs in the same currency, as well as by using various hedging instruments, including forward foreign exchange contracts. However, there can be no assurance that the company efforts to mitigate the effects of currency exchange rate fluctuations will be successful.
The evolution of the financial markets is analyzed on an on-going basis in accordance to EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rate and foreign exchange rate risks on its financial performance.
The execution of financial risks management of EDP Group is undertaken by the Financial Department of EDP, in accordance with the policies approved by the Board of Directors. The Financial Department identifies, evaluates and submits for approval by the Board the hedging mechanisms appropriate to each exposure. The Board of Directors is responsible for the definition of general risk-management principles and the establishment of exposure limits following the recommendation of the risk committee.
EDPR's operating and financial cash flows are substantially independent from the fluctuation in interest rate markets.
The purpose of the interest rate risk management policies is to reduce the financial charges and the exposure of debt cash flows from market fluctuations through the settlement of derivative financial instruments to fix the debt interest rates. In the floating-rate financing context which represents approx. 5% of EDPR's gross debt, EDPR may contract interest-rate derivative financial instruments to hedge cash flows associated with future interest payments, which have the effect of converting floating interest rate loans into fixed interest rate loans.
EDPR has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. Sensitivity analyses are performed of the fair value of financial instruments to interestrate fluctuations.
EDPR operates internationally and is exposed to the exchange-rate risk resulting from investments in subsidiaries. As a general policy, EDP Renováveis matches costs and revenues of its wind farms in the same currency, reducing the effect of currency fluctuations while preserving value. Currently, main currency exposure is the U.S. dollar/euro currency fluctuation risk that results principally from the shareholding in EDPR NA but, with the increasing capacity in others non-euro regions, EDPR will become also exposed to other local currencies (Brazil, Poland and Romania).
EDP Group's Financial Department is responsible for monitoring the evolution of the U.S. dollar, seeking to mitigate the impact of currency fluctuations on the financial results of the Group companies and consequently, on consolidated net profit, using exchange-rate derivatives and/or other hedging structures. The policy implemented by EDP consists on undertaking denvative financial instruments with symmetrical characteristics to those of the hedged item for the purpose of hedging foreign exchange risks. The operations are reassessed and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that driven them is also evaluated.
Counterparty risk is the default risk of the other party in an agreement, either due to temporary liquidity issues or long term systemic issues.
EDP Renováveis policy in terms of the counterparty credit risk on financial transactions is managed by an analysis of the technical capacity, competitiveness, credit notation and exposure to each counterparty. Counterparties in derivatives and financial transactions are restricted to high-quality credit institutions, there cannot be considered any significant risk of counterparty non-compliance and no collateral is demanded for these transactions.
In the specific case of EDPR EU, credit risk is not significant due to the reduced average payment period for customer balances and the quality of its debtors. In Europe, main customers are operators and distributors in the energy market of their respective countries.
In the case of EDPR NA, counterparty risk analysis is more relevant given typical price structure and the contracting terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account the offtakers' credit rating. In many cases, additional credit support is required in line with the exposure of the contract.
Liquidity risk is the risk that EDPR will not be able to meet its financial obligations as they fall due.
EDPR's strategy to manage liquidity is to ensure, as far as possible, that it will always have significant liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to EDPR's reputation.
Given the current condition of the debt market, it can be harder to cover the financial requirements needed to carry out EDPR's activities.
The liquidity policy followed ensures compliance with payment obligations acquired, through maintaining sufficient credit facilities and having access to the EDP Group credit facilities.
Wind turbine is a significant part of a wind farm's CAPEX (around 80%). The main risks associated to wind turbines are:
• Price risk: this occurs when the supply of wind turbines cannot meet the growing demand, and prices rise sharply, impacting profitability of new wind farms;
• Quantity risk: this occurs when no wind turbines are available for the construction of new wind farms.
The last couple of years were marked by the difficulties of the wind turbine industry to catch up with the booming demand. In this high growth environment, wind generators endured difficulties to secure the supply of wind turbines. This trend, however, was reversed in 2008 and 2009 as furbine demand slowed down and new players appeared creating a more favorable scenario for EDP Renováveis. This new scenario is driven by the economic crisis, the reduced power demand, the regulatory uncertainties and the increasing competition, particularly fierce regarding Chinese manufacturers. The company has taken advantage of the possibility of contracting part of its expected turbine supply needs in this favorable situation, by signing a wind turbine procurement contract for the supply of up to 2.100 MW with Vestas. The contract is a Master Supply Agreement that consists of a firm order for supply, installation and commissioning of wind turbines with a total capacity of 1.500 MW to be delivered to North America, South America and Europe in 2011 and 2012 and with the possibility to be extended by an additional 600 MW. Contracting large volumes enables EDP Renováveis to obtain better prices and conditions that mitigate the effect of general increases in asset prices.
Nevertheless, EDP Renováveis uses a large mix of turbines suppliers in order to reduce its dependency on any one supplier. Currently, EDP Renováveis is one of the generators with a more diversified portfolio. The large range of EDP Renováveis suppliers allows the company fo avoid technological risk of each turbine supplier. Additionally, EDP Renováveis has the required size to contract with a large range of suppliers.
Wind farms are subject to strict international, state, regional and local regulations relating to the development, construction, licensing and operation of power plants. Among other things, these laws regulate: land acquisitions, leasing and use; building, transportation and distribution permits; landscape and environmental permits; and regulations on energy transmission and distribution network congestions. Development process of wind farms is subject to the probability of obtaining such permits. If authorities do not grant these permits or they do so with delays or with other restrictions, such actions could have a material adverse effect on the business.
Permitting risk is mitigated by the fact that EDP Renováveis in present is 11 different countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil. Additionally, the company has a large pipeline of provide a "buffer" to overcome potential problems in the development of new projects, ensuring growth targets.
Finally, EDP Renováveis mitigates development risk by creating partnerships with local developers.
Wind turbine performance risk is the risk that the performance of the turbine does not reach its optimum, and therefore, the energy output is not as expected.
EDP Renováveis miligates the wind furbine performance risk by implementing the following measures. Firstly, EDP Renováveis mitigates this risk by using a mix of turbine suppliers which minimizes technological risk. Secondly, wind turbine performance risk is reduced by signing strict and thorough O&M contracts with suppliers, usually for a 5-year period (full-scope maintenance agreement], being the 2 first year-period of full warranty. Additionally, technical warranties are signed with the turbine suppliers, in order to guarantee that the performance of the turbine will be optimum. The availability and the power curve of each turbine is adequately guaranteed with "liquidated damages" clauses that set up penalties to be paid by the supplier when the availability is not met (usually 96 or 97%) or the power curve is not reached. Wind turbine performance risk is also miligated with an adequote preventive and scheduled maintenance and predictive maintenance is being also brought in.
After the first 5-year period, O&M is usually contracted with an external company, but a technical assistance agreement is also signed with the turbine supplier.
Most recently, and following the general trend in the wind sector, EDPR is externalizing the O&M activities in some of its wind farms. This procedure may increase the wind turbine performance risk but reduces turbine manufacturer dependence and enables to decrease O&M costs.
Finally, EDP Renováveis has in place a LEAN Project. LEAN is a continuous improvement program that aims to:
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· Manage Reactive Energy
In order to achieve the objectives listed above, the LEAN team effectively collaborates with all technical areas such os O&M, Wind Assessment, Technology and Dispatch Center.


Topic 4 provides a description of the key financial risks faced by EDPR. According to EDPR risk policy, and in order to manage, control or minimize impact of some of those risks, in liaise with a discipline risk management practice, EDPR uses financial derivatives and enters hedging transactions with the sole intent to protect against risks and as a consequence miligate fluctuations of earnings.
These derivative instruments are explained in detail as part of the financial statements.
On the General Shareholder's meeting of the April 13th, it was approved to authorize the Board of Directors for the acquisition and transmission of own shares by the Company and/or the affiliate companies through their management bodies for a term of five years from the date of the General Shareholders Meeting. Up to date of this report the Company has not executed any acquisition and consequently transmission of own shares.
Terms and requirements are detailed in the Corporate Governance (attached)

Energy is important for life, but the way it is produced is also relevant. EDPR is a leading company in the renewable energy sector - the energy of today.
We produce clean energy, green energy. Energy without limits, without emissions.
At EDPR we strongly believe that sustainable development is possible. Environmental compliance and continual improvement are major concerns of EDPR, believing that prevention is the key to avoid impacts.
Wind farms are environmentally respectful sites. Only a small percentage of the land leased is taken out of permanent use when the wind farms are in operation and the activity is compatible with existing land use.
Although the location of wind farms in protected areas is not a common issue, potential impacts on biodiversity, such as fauna disturbance, vegetation loss, visual intrusion, waste generation... may occur. Even so, the vast majority of the impacts which might take place during the operation of wind farms are temporary and reversible.
Monitoring plans are carried out in order to make sure no significant impacts happen. In this sense, EDPR actively protects all the areas with operating wind farms.
ldentifying potential impacts as soon as possible is imperative in order to obtain satisfactory results, as it is committed in the EDPR Biodiversity and Environmental Policies.
It is clear that, in comparison with other energy generation sources, wind farms' impacts on the environment are much less significant. Renewable energy doesn't cause greenhouse gases emissions and any other emissions. Moreover, it plays a central role in reducing CO2 emissions, and that's a global positive impact itself, because of its influence on all kinds of life.
The main impact of EDPR activity is clean energy, green energy, renewable energy.
EDPR indirect emissions are much reduced and they're limited to the administrative buildings consumption and wind farms' auxiliary consumptions (when self-consumption is not possible).
However, as we acknowledge that this information is requested by some of our stakeholders, we are implementing some initiatives that will allow us to better inform on our performance in this field and its report.
Usually, the energy needed for wind farms' auxiliary consumptions (lights, wind turbine orientation, etc) comes from the energy produced by itself, but if there isn't any operative wind turbine, this energy must be purchased.
EDPR also takes efforts to reduce and eliminate unnecessary indirect emissions very seriously. A number of initiatives regarding reduction of energy consumption and emissions have been developed during 2010.
Wind farms in operation also contribute to the internal commitment of respect for environment implementing measures with the objective of a wise use of resources and waste reduction.
One of the best examples of the environmental performance of the EDPR Environmental Management System (EMS).
The EMS which is being implemented in EDPR according to ISO 14001 standard, turned out to be an excellent tool for several reasons:
Waste generation is one of the main environmental aspects to control at wind farms in operation. In EDPR we pay special attention to enhance monitoring of hazardous and nonhazardous waste. As part of our training plan, EDPR employees as those working on their behalf, are aware of its importance. The training helped increase awareness on waste management requirements, challenges and solutions, and addressed issues such as material storage, labeling, transport and recycling.
EDPR has defined a systematic of environmentol emergency response as part of EMS implementation process. This procedure sets out the guidelines regarding environment for action in case of fire, flood or spill at wind farms. These guidelines are annyally checked through questionnaires, simulacrum, etc. Also, under the EMS, employees at wind farms attend training sessions in which, apart from other things, is explained how to deal with an environmental emergency and what to do once overcome. Any environmental incident is recorded in the Emergency Register which collects information about the event date, location, emergency situation occurred, causes, impacts and corrective measures taken.
The United Nations General Assembly declared 2010 as the International Year of Biodiversity to increose the awareness about the importance of biodiversity conservation throughout the world by highlighting the importance that biodiversity has on our quality of life, to reflect the efforts already undertaken to safeguard biodiversity and to promote and foster initiatives to reduce the loss of biodiversity.
2010 saw the hosting of two significant meetings - the Convention on Biological Diversity in Nagoya, Japan, and the United Nations Climate Change Conference in Cancyn, Mexico, which have both lead to historic decisions on addressing biodiversity loss, deforestation avoidance and climate change.
EDPR wants to contribute their bit in biodiversity conservation and respect for environment, because preserving biological diversity requires action at all levels: government, business and the individual.
EDPR is committed to assess the impact of its activities on biadiversity in all phases of its business. Although we have pledged to apply EDP's Group Environment and Biodiversity Policy, to reinforce this commitment EDPR Executive Committee approved the Environment and Biodiversity Policies in the beginning of 2011. Both are available on EDPR website. EDPR considers these commitments a cornerstone of its business, integrating them into the
decision making process of the company.

We have achieved a top tier position in the renewable energy market thanks to our people commitment and effort. To guarantee the excellence at work of our employees, human capital management plays a key role to support EDPR growth targets maintaining the current operations excellence. Therefore, EDPR is committed to create the most adequate environment to secure employee commitment, empowerment and accountability, while offering them an attractive career development plan with opportunities to grow professionally at the same high pace as the company.
To create the most adequate environment for our employees, the company has developed a Human Resources Policy, approved in 2009, based on the following principles

Ensure internal fairness and evenhandedness through a professional develapment and rewards madel based on criteria ore transporent that and transversal within the group.
Attract, retain and develop talent and skills through a competitive remuneration palicy throughout all geographies for EDPR Group that are in line with specific requirements of each business. considering the importance of the different functions and employee potential
Appraise merit ond performonce in professionol development ond reward employees, ensuring commitment ond responsibility in obtoining both individual ond team results within the organization or the Group.

Our global compensation strategy policy has been implemented to address the needs of every local market, with enough flexibility to adapt to each region where the company is present. The developed system ensures that all positions are evaluated and graded according to a methodology designed to ensure fairness, through an approved salary band for each position within the organization's matrix. The defined salary bands are based on market benchmarks
business strotegy
EDPR workforce has grown at a high pace, to guarantee the staff availability to support the growth of the organization. At the end of 2010 EDPR had a total headcount of 833, corresponding to a 14% increase compared to that of 2009. EDPR EU accounts for 49% of the total workforce, EDPR NA 40%, EDPR BR 2% and Holding the remaining 9%.
| Headcount at year-end | 2010 | 2009 | Var (%) |
|---|---|---|---|
| EDPR EU | 398 | 365 | 9% |
| .EDPR NA (1) | 332 | 303 | 10% |
| EDPR BR | 17 | ದ | 113% |
| Holding (2) | 75 | 45 | 67% |
| Total | 822 | 721 | 14% |
Note: figures include the Board of Directors
(1) EDPR NA headcount includes Executive Committee
(2) In 2010, 8 holding employees were based in North America; 67 in Europe, whereas in 2009, every holding employee was based in Europe. The high increase of holding's headcount resulted from internal transfers.
Throughout the year, 171 new employees joined the company while 70 left, resulting a furnover ratio of 15%, in line with the previous year.
| Employees' Turnover | 2010 | 2009 |
|---|---|---|
| Chart Variation | ||
| Number of hires | 171 | ા રેર |
| Number of dismissals | 70 | 65 |
| Total Turnover | 15% | 15% |
| Turnover by Gender | ||
| Male | 16% | 16% |
| Female | 12% | 1 4% |
| Turnover by Age Range | ||
| Less than 30 years ald | 14% | 20% |
| Between 30 and 39 years old | 1 4% | 14% |
| Over 40 years old | 17% | 13% |
| Turnover by Platform | ||
| TEDPR EU | 11% | 12% |
| EDPR NA | 18% | 18% |
| EDPR BR | 41% | 50% |
| Holding | 13% | 17% |
As announced in 2009 Annual Report, the company was committed to progress in 2010 towards a 360 degree evaluation model and during the last quarter of the year, o global evaluation model of this type has been implemented.
All our employees are covered by our performance evaluation system. This system collects information from seven data sources to evaluate employee performance: oneself, 2 peers, 3 subordinates and the manager.
To guarantee the success of the implementation of the new evaluotion tool, in 2010 the Human Resources department created "The Guide to the Potential and Performance Appraisal" to help our employees to have easy access to all the information they needed as they worked through the appraisal process, and could master the tools, timeframes and procedures that go along with the appraisal of their activity. In order to communicate this guide to all employees, videos were designed and put on our intranet. EDPR launched a contest for all employees in the compony, and the winners were the employees who answered correctly to the questions and did his/her evaluation on time.
Performance and potential evaluations are based on the company strategic competencies, key performance indicators and a Global Assessment. By defining and evaluating gaps, continuous feedback interviews are encouraged and employees are also asked to build up an Individual Development Plan. In EDPR we encourage all the employees to create its own Individual Development Plan as one of the most relevant support tools in all EDPR employees' development.
In 2010, EDPR decided to separate the performance evaluation from the potential evaluation processes. The processes take place at different times, but the period they appraise is the same.
EDPR is committed to offer its employees an attractive career development plan, and olso offers continuous education and training activities.
Moreover, the development of our employees is a strategic objective for EDPR in order to align current and future demands of the organization with employees' capabilities, while fulfilling their professional development expectations and support their continued employability.
In 2010, EDPR almost doubled the number of training hours from 2009 to 26.697. The total investment was increased by 122%, reaching €669,074.
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Beyond the commercial activities, EDP Renováveis supports EDP Inovaçao (EDPI) in developing a pilot project in order to deploy a wind turbine installed on floating structure off the Portuguese coast. Such floating structure is a patented technology named Windfloat owned by Principle Power, whom EDPI has a memorandum of understanding, providing privilege access to the technology.
No relevant subsequent events occurred until 24th February 2011
EDP Renováveis, has adopted the governance structure in effect in Spain. It comprises a General Meeting of Shareholders, that is the sovereign body , and a Board of Directors that represents and manages the company.
The Company's Board of Directors has set up four committees. These are the Executive Committee, the Audit and Control Committee, the Nomination and Remuneration Committee and the Committee on Related-Party Transactions.
The Company's governance structure is shown in the chart below.

The governance model of EDPR is designed to ensure the transparent, meticulous separation of duties and the specialisation of supervision.
The purpose of the choice of this model by EDPR is to adapt the Company's corporate governance structure to the Portuguese legislation. The governance model adopted by EDPR therefore seeks, insofar as it is compatible with its personal law, to correspond to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
The choice of this model is essentially an attempt to establish compatibility between two different systems of company law, which can be considered applicable to the model.
The experience of institutional operating indicates that the governance model adopted by the shareholders is appropriate to the corporate organisation of EDP Renováveis activity, especially because it affords a healthy balance between the management functions of the Executive Committee, the supervisory functions of the Audit and Control Committee and oversight by different specialised Board of Directors committees.
The institutional and functional relationship between the Executive Committee, Audit and Control Committee and the other non-executive members of the Board of Directors has been proved very positive and has fostered internal harmony conducive to the development of the company's businesses.
In order to ensure a better understanding by its shareholders of EDP Renováveis corporate governance, the Company posts its updated Articles of Association on www.edprenovaveis.com.
The General Meeting when properly convened, has the power to decide and adopt majority decisions on matters that the Articles of Association set forth that it should be decided and be submitted for its approval.
The Board of the General Meeting is responsible for organising its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of Directors, or his/her substitute, the other Board members and the Secretary of the Board of Directors.
The Board of Directors has the broadest powers for the management and governance of the Company, with no limitations other than the competences expressly allocated exclusively to the General Meeting of Shareholders by law or the Articles of Association.
| Name | Position | Date of Appointment | End of Term |
|---|---|---|---|
| António Mexia | Chairman and Director |
18/03/2008 | 18/03/2011 |
| Ana Maria Fernandes | Vice- Chairman, CEO |
18/03/2008 | 18/03/2011 |
| António Martins da Costa |
Director | 18/03/2008 | 18/03/2011 |
| João Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| António Nogueira Leite | Director Independent} |
04/06/2008 | 04/06/2011 |
| Daniel M. Kammen | Director (Independent) |
04/06/2008 | 04/06/2011 |
| Francisco José Queiroz de Barros de Lacerda |
Director (Independent) |
04/06/2008 | 04/06/2011 |
| Gilles August | Director (Independent) |
14/04/2009 | 14/04/2012 |
| João Lopes Raimundo | Director (Independent) |
04/06/2008 | 04/06/2011 |
| João Manuel de Mello Franco |
Director (Independent) |
04/06/2008 | 04/06/2011 |
| Jorge Santos | Director {Independent) |
04/06/2008 | 04/06/2011 |
| José Araújo e Silva | Director (Independent) |
04/06/2008 | 04/06/2011 |
| José Silva Lopes | Director (Independent) |
04/06/2008 | 04/06/2011 |
| Manuel Menéndez Menéndez |
Director | 04/06/2008 | 04/06/2011 |
| Rafael Caldeira Valverde |
Director (Independent) |
04/06/2008 | 04/06/2011 |

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The EDPR share capital of EUR 4,361,540,810 is represented by 872,308,162 shares with a face value of EUR 5 each. All shares integrate a single class and are fully issued and paid. There are no holders of special rights.
Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDPR shares.
As far as the Board of Directors of EDPR is aware, there are currently no shareholders' agreements regarding the Company.
The breakdown of the EDPR structure by region and investor type at 31 December 2010 was as follows:

At the end of 2010, EDPR's free float comprises more than 120,000 institutional and private investors in over 50 countries with special focus on Portugal, United Kingdom, United States and Rest of Europe. Institutional investors represented 79% of the free float, with private investors standing for the remaining with 21%.
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Investor Type of Free Float

Shareholder Structure – 31 December 2010
| EDP—Energias de Portugal Sucursal en España, S.A. | 541.027.156 |
|---|---|
| Hidroeléctrica del Cantábrico, S. A. | 135.256.700 |
| Free Float | 196.024.306 |

a EDP - Energias de Portugal, S.A. � Hidroeléctrica del Cantábrico, S.A. W Free Float
Qualifying shareholdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholders' holdings. As of December 31, 2010, no qualifying Shareholdings in EDPR with the exception of EDP - Energias de Portugal, S.A were identified.
EDP Renováveis share are of a single class and series and have been fully paid up. There are no holders of special rights.
Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDP Renováveis shares,
On the General Shareholder's meeting of April 13th, it was approved to authorize the Board of Directors for the acquisition and transmission of own shares by the Company and/or the affiliate companies through their management bodies for a term of five years from the date of the General Shareholders Meeting, in accordance with the terms approved in the meetling that are available on the companies website. Up to date of this report the Company has not executed any acquisition and consequently transmission of own shares.
As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.
The shares representing 100% of the EDPR share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on June 4th 2008. The then the free float level is unchanged at 22.5%.
| EDP Renóvaveis, S.A. | |||
|---|---|---|---|
| Shares Share Capital |
€4,361,540,810 | ||
| Nominal Share Value | €5.00 | ||
| N.º of Shares | 872,308,162 | ||
| Date of IPO | June 4th, 2008 | ||
| NYSE Euronext Lisbon Reuters RIC Bloomberg ાડાંષ |
EDPRIS EDPR PL ES0127797019 |
EDPR's equity market value at December 31* 2010 was EUR 3.8 billion. In 2010 the share price depreciated by 35% to EUR 4.34 per share, underperforming the PSI-20 (the NYSE Euronext Lisbon reference index), the Euronext 100 and the Dow Jones Eurostoxx Utilities ("SX6E"). The year's low was recorded on November 30th (EUR 3.72) and the year's high was reached on January 8th (EUR 7.01).

In 2010 were traded more than 311 million EDPR shares, representing a 21% year-on-year increase in its liquidity, and corresponding to a turnover of approximately EUR 1.5 billian. On average, 1.2 million shares were traded per day. The total number of shares traded represented 36% of the total shares admitted to trading and to 159% of the company's free float, translating in the higher liquidity level since the IPO.


This report has been prepared by EDP Renováveis, S.A. (the "Company") to support the presentation 2010 financial and operational performances. Therefore, the disclosure or publish of this document for any other purpose without the express and prior written consent of the Company is not allowed. EDP Renováveis does not assume any responsibility for this report if it is used for different purposes.
This document has not been audited by any independent third party. Therefore, the information contained in the report was not verified for its impartiality, accuracy, completeness or correctness.
Neither the Company -including any of its subsidiaries, any company of EDP Renováveis Group and any of the companies in which they have a shareholding-, nor their advisors or representatives assume any responsibility whatsoever, including negligence or any other concept, in relation with the damages or losses that may be derived from the use of the present document and its attachments.
Any information regarding the performance of EDP Renováveis share price cannot be used as a guide for future performance.
Neither this document nor any of its parts have a contractual nature, and it can not be used to complement or interpret any contract or any other kind of commitment.
The present document does not constitute an offer or invitation to acquire, subscribe, sell or exchange shares or securities.
The 2010 management report contains forward-looking information and statements about the Company that are not historical facts. Although EDP Renováveis is confident these expectations are reasonable, they are subject to several risks and uncertainties that are not predictable or quantifiable in advance. Therefore, future results and developments may differ from these forward-looking statements. Given this, forward-looking statements are not guarantees of future performance.
The forward-looking information and statements herein contained are based on the information available at the date of the present document. Except when required by applicable law, the Company does not assume any obligation to publicly update or revise said forward-looking information or statements.

December 2010
ANNEXES:
I. Main positions held by members of Board of Directors over the last five years
II. Current positions of the members of the Board of Directors in companies not belonging to the same group as EDP Renovaveis, S.A.
III. Current positions of the members of the Board of Directors in companies belonging to the same group as EDP Renováveis, S.A.
IV. Board of Directors and Secretary of the Board
V. Shares of EDP Renováveis owned by members of the Board of Directors as at 31.12.2010
EXTRACT OF MINUTES OF GENERAL MEETING OF SHAREHOLDERS
EDP Renováveis - 2010 Corporate Governance Report
EDP Renováveis, S.A. (hereinatter referred to as EDP Renováveis, EDPR or the Company) is a Spanish company listed on a regulated market in Portugal. EDP Renaváveis' corporate organization is subject to the recommendations contained in the Portuguese Corporate Governance Code ("Código de Governo das Sociedades") approved by the CMVM (Portuguese Securities Market Commission) in January 2010. This governance code is available to the public at the CMVM website (www.cmvm.pt).
EDPR states that it has adopted in full the CMVM recommendations on the governance of listed companies provided in the Portuguese Corporate Governance Code, with the exception of Recommendation 11.2.2 of the code, which has not been adopted for the reasons indicated below.
The following table shows the CMVM recommendations set forth in the code and indicates whether or not they have been fully adopted by EDPR and the place in this report in which they are described in more detail.
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| I. GENERAL MEETING OF SHAREHOLDERS | ||
| 1.1 GENERAL MEETING BOARD | ||
| 1.1.1 The Presiding Board of the General Meeting shall be equipped with the necessary and adequate humon resaurces and logistic support, taking the financial positian af the company into consideration. |
Adopted | 4.6 |
| 1.1.2 The remuneration of the Presiding Boord af the General Meeting shall be disclosed in the Annual Repart on Corporate Governance. 1.2 PARTICIPATION AT THE MEETING |
Adopted | 4.6 |
| 1.2.1 The requirement for the Board to receive statements for share deposit or blocking for participation of the general meeting shall not exceed 5 working days. |
Adopted | 4.2 |
| 1.2.2 Should the General Meeting be suspended. the campany shall nat compel share blacking during that period until the meeting is resumed and shall then prepare itself in advance as required for the first session. |
Adapted | 4.2 |
EDP Renováveis - 2010 Corporote Governance Report
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| 1.3 Voting and Exercising Voling rights | ||
| 1.3.1 Componies sholl not impose any statutory restriction on postal voting ond whenever adopted or odmissible, on electronic voting. |
Adopled | 4.4 |
| 1.3.2 The statutory deadline for receiving early voting ballots by mail, may not exceed three working days. |
Adopted | 4.4 |
| 1.3.3 Companies shall ensure the level of voting rights ond the shareholder's participation is proportional, ideally through the statutary provision that obliges the one share-one vote principal. The companies that: i) hold shares that do not confer voting right; ii) establish non-costing of voting rights above a certain number, when issued solely by a shareholder or by shareholders related ta former, da not camply with the proportionality principle. |
Adapted | 4.3 |
| 1.4 Resolution Fixing-Quorum | ||
| 1.4.1 Componies shall not set a resolution-fixing quorum that outnumbers what is prescribed by Igw. |
Adopted | 4.5 |
| 1.5 Minutes and Intormation on Resolutions Passed |
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| 1.5.1 Extracts from the minutes of the general meetings ar dacuments with corresponding content must be made available to shareholders on the company's website within five days period after the General Meeting has been held, irrespective of the fact that such informotion may nat be classified as material informotion. The information disclosed shall caver the resolutions possed, the represented capital and the voling results. Said information shall be kept on file on the company's website for no less than 3 year periad. |
Adapted | 4.7 |
| 1.6 Measures on Corporate Control | ||
| 1.6.1 Measures oimed at preventing successful tokeover bids, shall respect both compony's and the shareholders' interests. The company's articles of associatian that by complying with said principal provide for the restriction af the number of votes that may be held or exercised by a sole shoreholder, either individually ar in concert with other sharehalders, shall also foresee for a resolution by the General Assembly |
Adopted | 4.8 |
and the comments of the comments of
.. ... ............
and the comments of the comments of the comments of
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| (5 yeor intervals). on whether that statutory provision is to be amended ar prevoils - without super guorum requirements as ta the one legally in force - and that in said resolution, all votes issued be counted, withaut applying said restriction. |
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| 1.6.2 In cases such os change of control or changes to the composition of the Board of Directors, defensive measures sholl not be adopted that instigate immediate and serious asset erosian in the company, ond further disturb the free tronsmission of shares and voluntary pertormance assessment by the shoreholders of the members of the Board of Directors. |
Not applicoble | |
| II. BOARD OF DIRECTORS AND SUPERVISORY BOARD |
||
| 1.1 General Points | ||
| II.1.1 Structure and Duties II.1.1.1 The Board of Directors shall assess the adopted model in its Annual Report on Corporate Governance and pin-point possible hold-ups to its functioning and shall propose meosures that it deems fit far surpassing such obstacles. |
Adopted | 1.1/1.5 |
| 11.1.1.2 Companies sholl set up intemal contral and risk management systems in order to safeguard the company's worth and which will identify and monage the risk. Said systems shall include of least the fallowing camponents: il setting af the campany's strategic objectives as regards risk assumption; ii] identifying the main risks associated to the company's activity ond any events that might generate risks; iii) analyze and determine the extent af the |
Adopted | 3.7 |
| impoct and the likelihood thot each of said potential risks will occur; iv) risk management aimed at oligning those actual incurred risks with the campany's strategic options for risk assumption; v] control mechonisms for executing measures for adopted risk monagement and its |
vi) adoption of internal mechanisms for informotion ond communication on severol
effectiveness;
| Recommendation | Adoption information | Description In Report |
|---|---|---|
| components of the system and of risk waming; vii) periodic assessment of the implemented system and the adoption of the omendments that are deemed necessary. 11.1.1.3 The Board of Directors sholl ensure the establishment and functioning of the internal control ond risk management systems. The |
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| Supervisory Boord shall be responsible for ossessing the functioning of said systems and proposing the relevant adjustment to the compony's needs. |
Adopted | 3.3.2/3.7 |
| II, 1.4 The companies sholl: i) identify the main economic, finoncial ond legol risk that the company is expased ta during the exercise of its activity; ii) describe the performance and efficiency of the risk monagement system, in its Annual Report on Corporate Governonce. |
Adopted | 3.7.2 |
| II.1.1.5 The Board of Directors and the Supervisory Board shall establish internal regulatians and shall have these disclosed on the company's website. |
Adopted | 3.1 |
| 11.1 .2 Governance Incompatibility and Independence |
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| 11.1.2.1 The Boord of Directors shall include o number of non-executive members that ensure the efficient supervision, auditing ond assessment of the executive members' octivity. |
Adopted | 1.2.2 /3.1 .3/0.1 |
| II.1.2.2 Non-executive members must include an odequote number of independent members. The size af the campany and its shoreholder structure must be token into account when devising this number and may never be less than a fourth of the totol number of Boord of Directors. |
Adopted | 1.2.2/0.1 |
| II.1.2.3 The independency assessment of its nan- executive members carried out by the Baard of Directors sholl toke into account the legal ond regulatary rules in force concerning the requirements and independency the incompatibility fromework opplicoble to members of other carporate baards, which |
Adopted | 0. I |
| ensure orderly ond sequentiol coherence in applying independency criterio to oll the company. An independent executive member sholl not be cansidered as such, if in anather corporate baard and by force of applicable |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| rules, may not be an independent executive member |
||
| II.1.3 Eligibility and Appointment Criteria | ||
| II.1.3.1 Depending on the applicable madel, the Chair of the Supervisory Boord and of the Auditing and Financial Matters Committees shall be independent and adequately competent to cory out his/her dufies. |
Adopted | 3.3.1 |
| 11.1.3.2 The selection process of candidates for non-executive members shall be conjured so as prevent interference by executive members. |
Adopted | 3.5 |
| II. 1.4 Pollcy on the Reporting of Iregularities | ||
| II.1.4.1 The compony shall odopt a policy whereby irregularities occurring within the company are reported. Such reports sholl contain the following informotion: i) the means by which such irregularities may be reported internally, including the persons that are entitled to receive the reports; ii) haw the report is to be handled, including confidential treatment, should it be required by the reporter. |
Adopted | 3.9 |
| II.1.4.2 The generol guidelines on this policy shall be disclosed in the Annual Repart af Corporate Governance. |
Adopted | 3.9 |
| II.1.5 Remuneration | ||
| II.1.5.1 The remuneration of the members of the Board of Directars shall be structured so that the farmers' interests are capoble of being oligned with the long-term interests af the company. Furthermare, the remuneration shall be base on performance assessment and shall discourage taking an extreme risk. Thus, remunerations shall be structured as follows: i) The remunerotion of the Board of Directors carrying out executive duties shall include a variable element which is determined by a performance assessment camed out by the compony's competent bodies occording ta pre- established quantifiable criteria. Said criteria shall take into consideration the company's real growth and the actual growth generated for the sharehalders, its long-ferm sustainability ond the risks taken on, as well as compliance with the rules applicable to the campony's octivity. |
Adopted | 5.1/5.2/5.3 |
ii) The varioble companent of the remunerotian
Adoption Information
Description in Report
shall be reasonoble overall as regard the fixed component of the remuneration and maximum limits shall be set for all components.
iii) A significant part of the variable remuneration shall be deferred for a period not less than three years and its payment shall depend of the compony's steady positive performance during said period;
iv) Members of the Boord of Directors shall nat enter into contracts with the campany or third parties that will have the effect af mitigating the risk inherent in the variability af the remuneration established by the company;
v) The Executive Directors shall hold, up to twice the value of the totol annual remuneration, the company shores thot were allotted by virtue of the variable remuneration schemes, with the exceptian of those shares that are required to be sold for the payment of taxes on the gains of soid shares:
vi) When the variable remuneration includes stack optians, the period for exercising some shall be deferred for a period of not less than three vears:
vii} The appropriate legal instruments shall be established so thot in the event of a Director's dismissal without due cause, the envisaged compensation sholl not be poid out if the dismissal or termination by ogreement is due to the Director's inadequote pertormance;
viii) The remuneration of Non-Executive Directors shall not include ony component the volue of which is subject to the performance or the value of the company.
11.1.5.2 A statement on the remunerotion policy of the Board of Directors and Supervisory Boord referred to in Article 2 of Low No. 28/2009 of June 19th, shall contain, in addition to the content therein stated, odequate information on:
i) which groups of companies the remuneration policy and proctices of which were taken as a baseline for setting the remunerotion;
ii) the payments for the dismissal or termination by agreement of the Director's duties.
II.1.5.3 The remuneration policy stotement referred to in Article 2 of Low No. 28/2009 shall also include the Director's remunerations which contain an important variable component,
Adopted
5.4/5.2
8 / 100
5.4
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| within the meaning af Article 248-B/3 of the Securities Code. The statement shall be detailed and the policy presented shall particularly fake the long-term performance of the company, compliance with the rules applicable to its business and restraint in taking risks into account. |
||
| II.1.5.4 A proposol shall be submitted at the General Meeting on the opproval of plans for the allotment of shares and/or options for share purchase or further yet on the variotions in share process, to members of the Baord of Directors and Supervisory Board and other managers within the context of Article 24B/3/B of the Securities Code. The proposal sholl contoin the regulation plan or in its absence, the plan's conditions. The main characteristics of the retirement benefit plans estoblished for members of the Boord of Directors and Supervisory Board ond other managers within the context of Article 248/3/8 of the Securities Code, sholl also be opproved at the General Meeting. |
Not applicable | 5.1/5.7 |
| 11.1 .5.5 Doesn't exist | ||
| 11.1.5.6 At leost one of the Remuneration Committee's representatives shall be present at the Annuol General Meeting for Shareholders. |
Adopted | 5.6 |
| II.1.5.7 The omount of remuneration received, as a whole and individually, in other companies of the group and the pensian rights acquired during the financial year in question shall be disclosed in the Annual Report on Corporate Governonce. |
Adopted | ર્સ્ડ |
| 11.2 Board of Directors | ||
| 11.2.1 Within the limits established by low for each management and supervisory structure, and unless the company is of a reduced size, the Board of Directors sholl delegate the day-to-day running ond the delegoted dulies shall be identified in the Annual Corporole Governonce Report. |
Adopted | 3.2.1.2 |
| 11.2.2 The Board of Directors must ensure that the company acts in accordance with its goals and |
Not Adopted | |
| concerns: | shall not delegate its duties, nomely in what ("Under Sponish Law, the matters referred to in this recommendation con be delegated by the |
|
strategy ond policies;
this recommendation con be delegated by the i) the definition of the compony's general Board of Directors to the Executive Committee. It is common practice in Spanish listed componies ii) the definition of the group's corporate for the delegation of powers to be far-reaching,
| Recommendation | Adoption information | Description in |
|---|---|---|
| Report | ||
| stucture: ilijaecisions taken that are considered to be preparatian of accaunts"). strategic due to the amaunts, risk and particular characteristics involved. |
with the exceptian of matters related ta the | |
| 11.2.3 Shauld the Chair af the Board of Directors carry out executive duties, the Baard af Directors set up efficient mechanisms for shall coordinating non-executive members that can ensure that these may decide upan, in an independent and infarmed manner, and furthermore shall explain these mechanisms ta the shareholders in the Carporate Governonce Report. |
Adapted | 3.1.3 |
| 11.2.4 The annual management repart shall include a descriptian of the activity carried out by the Nan-Executive Directars and shall mentian any restraints encountered. |
Adapted | 3.1.3 |
| II.2.5 The company sholl expound its palicy af portfolio rotation on the Board of Directors, including the persan respansible far the financial partfolia, and repart an same in the Annual Corporate Governance Report. |
Adapted | 3.5 |
| II.3 CEO, Executive Committee and Executive Board of Directors |
||
| 11.3.1 When manoging Directors that carry aut executive duties are requested by other Directors to supply information, the former must do so in a timely manner and the infarmation supplied must adequately suffice the request made. |
Adopted | 3.2.1.3/3.1.3 |
| 11.3.2 The Chair of the Executive Committee shall send the convening notice and minutes of the meetings to the Chair of the Board of Directars and, as applicoble, to the Chair of the Supervisory Board or the Audifing Committee, respectively. |
Adopted | 3.2.1.3 |
| 11.3.3 The Chair of the Board af Directors sholl send the convening notices and minutes of the meetings to the Choir of the Generol ond Supervisory Board and the Chair of the Financial Matters Committee. |
Not applicable | |
| II.4 General and Supervisory Board, Financial Matters Committee, Audit Committee and Supervisory Board |
||
| II.4.1 Besides carrying out its supervisory dufies, | Not applicable |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| the General and Supervisary Baord sholl odvise, follow-up and carry aut an on-going assessment on the management of the company by the Executive Boord of Directors. Besides other subject matters, the Generol and Supervisory Board sholl decide on: i) the definition of the strategy and general policies of the company; ii) the corporate structure of the group; and iii) decisions taken that are considered to be strategic due to the omounts, risk and particular characteristics involved. |
||
| 11.4.2 The annual reparts and financial information on the octivity corried out by the Generol and Supervisory Committee, the Financial Matters Committee, the Auditing and Supervisory Committee must be disclosed on the company's website. |
Adopted | 3.3.4/6.2.5 |
| 11.4.3 The onnual reports on the octivity corried out by the Generol and Supervisory Board, the Finoncial Matters Committee, the Audit Committee and the Supervisory Board must include a description on the supervisory activity and sholl mention ony restraints that they moy hove come up agoinst. |
Adapted | 3.3.4 |
| 11.4.4 The General and Supervisory Board, the Auditing Committee and the Supervisory Board (depending on the applicable model) sholl represent the company for all purposes at the externol auditor, ond sholl propose the services supplier, the respective remuneration, ensure that adequate conditions for the supply of these services are in ploce within the company, as well os being liaison offer between the company ond the first recipient of the reports. |
Adopted | 3.3.2 |
| 11.4.5 According to the applicoble model, the General ond Supervisory Board, Audit Committee ond Supervisory Board shall assess the external auditor on an annual basis and advise the Generol Meeting thot he/she be discharged whenever justifioble grounds ore present. |
Adopted | 3.3.2/3.8 |
| II.4.6 The internal audit services and those that ensure complionce with the rules opplicable to the compony (complionce services) shall functionally report to the Audit Committee, the Generol and Supervisory Boord or in the cose of |
Adopted | 3.3.2 |
| EDP Renováveis - 2010 Corporate Governonce Report | 11 / 100 |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| companies adopting the Latin model, an independent Director or Supervisory Boord, regardless of the hierorchicol relotionship thot these services have with the executive monagement of the compony. |
||
| 11.5 Special Committees | ||
| II.5.1 Unless the company is of reduced size and depending on the odapted model, the Board of Directors ond the General ond Supervisory Committees, shall set up the necessary Committees in order to: i) ensure thot o competent and independent ossessment of the Executive Director's performance is corried out, os well os its own overall performance and further yet, the performance af all existing committees; ii) study the adopted governance system and verily its efficiency and propose to the competent bodies, meosures to be comed out with a view to its improvements; iii) in due time identify potential condidates with the high profile required for the performance of Director's duties. |
Adopted | 1.1/1.5/3.3.2/3.2.2.2 |
| 11.5.2 Members of the Remunerotion Committee or equivalent shall be independent from the |
Not applicable |
members of the Board of Directors ond include ("The members of the Nominations ond at leost one member with knowledge and Remunerations Committee are members of the experience in matters of remunerolion policy.
11.5.3 Any natural or legal person which provides or has provided, over the post three years, services to any structure subject ta the Board of Directors, to the Boord of Directors of the campany or that has to do with the current cansultant to the compony shall not be recruited to assist the Remuneration Committee. This recommendation also applies to any natural or
Boord of Directors. However, its members are considered independent members and do not therefore belong to the Executive Committee. In accordance with Articles 23 and 217 of the Spanish Componies Law, the remuneration scheme far Directors should be fixed in the articles of association. It is normal practice in Sponish componies for this remunerotion to be decided upan by the General Meeting of Shoreholders and for its allocation to the different members of the Boord of Directors to be decided on by the Boord itself."].
Adopted
3.2.2
1.2.6.2/3.2.2.1
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| legal person who hos an emplayment contract or provides services. |
||
| 11.5.4 All the Committees shall draw up minutes of the meetings held. |
Adopted | 3.2.1.3/3.2.2.3/ 3.2.3.3/3.3.3 |
| JII. INFORMATION AND AUDITING | ||
| III.1 General Disclosure Obligations | ||
| III.1.1 Companies shall maintain permanent contact with the market thus upholding the principle of equality for shoreholders and ensure that investors are able to access infarmation in a uniform fashion. To this end, the company shall create an Investor Assistance Unit. |
Adapted | 6.2.1 / 6.2.2 |
| III.1.2 The following information that is made available on the company's Internet website shall be disclosed in the English language: a) The company, public compony status, headquarters ond remaining data provided for in Article 171 af the Portuguese Commercial Companies Code; |
||
| b) Articles of Association; c) Credentials of the Members of the Baard af Directors and the Morket Liaison Officer; d) Investor Relations Office, its functians and contact information; e) Financial statements: f ) Half-yearly calendar of campany events; g) Proposals submitted far discussion and voting at general meetings; |
Adopted | 6.2.5 |
| h) Invitation to general meetings. III.1.3. Campanies shall advocate the rotation of auditors after two ar three terms in occordance with four or three years respectively. Their confinuance beyond this period must be based an a specific opinion for the Supervisory Baard to formally consider the canditions of ouditor independence ond the benefits and costs of replacement. |
Adopted | 3.8 |
| III.1.4. The external auditor must, within its powers, verify the implementotion af remuneration policies and systems, the efficiency and functioning of internal control mechanisms and report any shortcamings to the company's Supervisary Baard. |
Adapted | 3.8 |
| III.1.5. The company shall not recruit the external | Adapted | 5.8 |
| Recommendation | Adoption information | Description in Report |
|
|---|---|---|---|
| auditor for services other than audit services, nor | |||
| any entily with which same takes part or | |||
| incarparates the some network. Where recruiting | |||
| such services is called for, said services should | |||
| not be greater than 30% of the value of services | |||
| rendered to the company. The hiring of these | |||
| services must be approved by the Supervisory | |||
| Board and must be expounded in the Annual | |||
| Carporate Governance Report. | |||
| IV. CONFLICTS OF INTEREST | |||
| [V.1 Shareholder Relationship | |||
| IV.1.1 Where deals ore concluded between the | |||
| company and shareholders with qualifying | |||
| holdings, ar entities with which same are linked in | |||
| accordance with Article 20 of the Securities | Adopted | 3.6 | |
IV.1.2 Where deals of significant importance ore undertaken with halders of qualifying holdings, ar entities, with which same ore linked in occordance with Article 20 of the Securities Cade, such deals shall be subject to a preliminary opinion from the Supervisory Board. The procedures and criteria required to define the relevant level of significance of these deals and ather conditions shall be established by the Supervisory Board.
Code, such deals shall be carried aut in normal
market conditions.
Adopted
(According to the Sponish law and the governance structure, these functions were 3.2.3.2 / 3.3.2 delegated by the Baard of Directors to the Related-Party Transactions Committee and the Audit and Control Committee)
Article 20.2 of the EDPR's Articles of Assaciation defines as independent members of the Board of Directors that are able to perform their offices without being limited by relations with the company, its shareholders with significant holdings or its Directors and meet the other legal requirements.
For the purpose of this statement of compliance with independence criteria and for the sake of comparison between EDPR and the other companies listed on Eurolist by Euronext Lisbon in matters of compliance with corporate governonce recommendations, we have also considered the criteria for appraising independence and incompatibilities set forth in Articles 414-A (1), (save for paragraph b)), 414 (5) and 423-B nº 4 both of the Portuguese Commercial Companies Code ("Código das Sociedades Comerciais"), and so the Board of Directors of EDPR considers that the following Directors meet cumulatively (i) these criteria of independence required by law and the Articles of Association and (ii) if they were to apply those criteria of incompatibilities as legally defined:
| Position | Date | of End | of | |
|---|---|---|---|---|
| Name | Appointment Term | |||
| António Nogueiro Leite | Director (Independent) Chairperson of the Related-Party Tronsoctions 04-06-2008 Committee |
04-06-2011 | ||
| Doniel M. Kammen | Director (Independent) | 04-06-2008 | 04-06-2011 | |
| Froncisca José Queiroz de Borros de Director (Independent) Lacerda |
Member of Audit and Control Committee | 04-06-2008 | 04-06-2011 | |
| Gilles August | Director (Independent) | 14-04-2009 | 14-04-2012 | |
| João Lopes Roimundo | Director (Independent) Member of the Nominotions and Remunerotions 04-06-2008 Committee |
04-06-2011 | ||
| João Mello Fronco | Director (Independent) Chairperson of Audit and Control Committee And Member of the Related-Party Transactions Committee |
04-06-2008 | 04-06-2011 | |
| Jorge Santos | Director (Independent) Chairperson of the Nominations and Remunerations 04-06-2008 Committee |
04-06-2011 | ||
| José Aroújo e Silva | Director (Independent) | 04-06-200B | 04-06-2011 | |
| José Silva Lopes | Director (independent) Member of the Audit ond Control Committee |
04-06-2008 | 04-06-2011 | |
| Rafael Caldeiro Valverde | Director (Independent) Member of the Nominotions and Remunerations 04-06-2008 Committee |
04-06-2011 |
EDPR hos adopted the governance structure in effect in Spain, It comprises a General Meeting of Shareholders, which expresses corporate wishes, and a Board of Directors that represents and manages the company.
As required by law and the Articles of Association, the Company's Board of Directors has set up four committees. These are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Committee on Related-Party Transactions. The Company's governance structure is shown in the chart below.

The governance model of EDPR is designed to ensure the transparent, meticulous separation of duties and the specialization of supervision. The most important bodies in the management and supervision model at EDPR are the following:
The purpose of the choice of this model by EDPR is to adapt the Company's corporate governance structure to the Portuguese legislation, The governance model adopted by EDPR therefore seeks, insofar as it is compatible with its personal law, to correspond to the so-called "Anglo-Saxon" madel set forth in the Portuguese Commercial Companies Cade, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
The choice of this model is essentially an attempt to establish compatibility between two different systems of company law, which can be considered applicable to this model.
The experience of institutional operating indicates that the governance model adopted by the shareholders is appropriate to the corporate organization of EDPR activity, especially because it affords transparency and an healthy batance between the management functions of the Executive Committee, the supervisory functions of the Audit and Control Committee and oversight by different specialized Board of Directors committees.
The institutional and functional relationship between the Executive Committee, the Audit and Control Committee and the other non-executive members of the Board of Directors has been of internal harmony conducive to the development of the company's business.
In order to ensure a better understanding of EDPR corporate governance by its shareholders, the Company posts its updated Articles of Association at www.edprenovaveis.com.
The General Meeting of Shareholders, when properly convened, has the power to decide and adopt majority decisions on matters that the law and the Articles of Association set forth that it should be decided and be submitted for its approval.
The Board of the General Meeting of Shareholders', through the Chairperson of the General Meeting, is responsible for organizing its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of the Board of Directors, or his substitute, the other Directors and the Secretary of the Board of Directors.
The Ordinary General Meeting shall meet annually within the first six (6) months of the year and shall include the following matters:
· Evaluation of the Company's management and approval of the annual accounts from the previous financial year, management report and decision on the application of the previous fiscal year's income or loss;
The Chairperson of the General Meeting shall:
The Chairperson of the General Meeting was appointed on June 4th 2008.
Chairperson of the General Meeting
Rui Chancerelle de Machete
The Board of Directors has the broadest powers for the management and governance of the Company, with no limitations other than the competences expressly allocated exclusively by the General Meeting of Shareholders, by law or the Articles of Association.
The structure, competences and functioning of the Board of Directors are described in more detail in point 3.1. The Board of Directors currently consists of the following sixteen (16) members:
| Name | Position | Date of Appointment | End of Term |
|---|---|---|---|
| António Mexio | Chairpersan and Director | 18/03/2008 | 18/03/2011 |
| Ana Mario Fernondes | Vice-Chairperson, CEO | 18/03/2008 | 18/03/2011 |
| Antónia Martins da Casta | Director | 18/03/2008 | 18/03/2011 |
| João Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| António Nogueira Leite | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Daniel M. Kammen | Director (Independent) | 04/06/2008 | 04/06/201 |
| Francisco Jasé Queiraz de Barros de Lacerda |
Director (Independent) | 04/06/2008 | 04/06/2011 |
| Gilles August | Director (Independent) | 14/04/2009 | 14/04/2012 |
| João Lopes Raimundo | Director (independent) | 04/06/2008 | 04/06/2011 |
| João Manuel de Mello Franco | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Jorge Santos | Director (Independent) | 04/06/2008 | 04/06/2011 |
| José Araújo e Silva | Director (Independent) | 04/06/2008 | 04/06/2011 |
| José Silva Lopes | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Manuel Menéndez Menéndez | Directar | 04/06/2008 | 04/06/2011 |
| Rafoel Caldeira Valverde | Directar (Independent) | 04/06/2008 | 04/06/2011 |
The positions held by the members of the Board in the last five (5) years, those that they currently hold and positions in Group and non-Group componies are listed in Annexes I, II and III, respectively. Annex IV also gives a brief description of the Directors' professional and academic careers.
Finally, the shares of EDPR owned by each Director are described in the table in Annex V.
The Chairperson of the Boord is the Chairperson of the Company and fully represents it, using the company name, implementing decisions of the General Meeting, Board of Directors and the Executive Committee.
Without prejudice to the powers of the Chairperson under the law and Articles of Association, he also has the following powers:
The Chairperson of the Board is appointed by the members of the Board of Directors, unless this is done by the General Meeting, The current Chairperson was appointed on March 18th 2008.
António Mexia
It is the Vice-Chairperson who replaces the Chairperson when he is unable to attend the meetings. The Board may also delegate executive powers to the Vice-Chairperson.
The Vice-Chairperson is appointed by the Board of Directors on the proposal of the Chairperson. The Vice-Chairperson was appointed on March 18th 2008.
Ana Maria Fernandes
The Board of Directors may appoint one or more Chief Executive Officers. Chief Executive Officers are appointed by a proposal of the Chairperson or two-thirds of the Directors. Chief Executive Officers are appointed with a vote in favor of two-thirds of the Directors and must be chosen from among the Directors.
The competences of each Chief Executive Officer are those deemed appropriate in each case by the Board, with the only requirement being that they are delegable under the law and Articles of Association.
The Chief Executive Officer was appointed on June 4th competences including coordination of the implementation of Board and Executive Committee decisions, monitoring, leading and coordinating the management team appointed by the Executive Committee, representing the company in dealings with third parties and other related duties.
Ana Maria Fernandes
The duties of the Company Secretary are those set forth in current laws, the Articles of Association and Board Regulations. In particular, in accordance with the Board Regulations and in addition to those set forth in the Articles of Association, his competences are:
The Company Secretary, who is also the General Secretary and Director of the Legal Department at EDPR, was appointed on December 4th 2007.
Emilio Gorcío-Conde Noriega
The structure, competences and operation of the Executive Committee, Nominations and Remunerations Committee and the Committee on Related-Party Transactions are described in point 3.2. Nonetheless, the nature of the committees and the names of their members are detailed below.
The Executive Committee is a permanent body to which all competences of the Board of Directors that are delegable under the law and the Articles of Association can be delegated, with the exception of:
The committee currently consists of five (5) members, who were appointed on June 4th 2008, plus the Secretary.

| Executive Committee | |
|---|---|
| Chairperson | Antónia Mexia |
| CEO | Ana Mario Fernandes |
| António Mortins da Costa | |
| João Manso Neto | |
| Nuno Alves | |
| Secretory | Emilio García-Conde Noriega |
The members of the Executive Committee shall maintoin their positions for as long as they are Company Directors. Nonetheless, the Boord may decide to discharge members of the Executive Committee at any time and the members may resign said positions while still remaining Company Directors.
The structure, competences and functioning of the Executive Committee are described in point 3.2.1.
The Nominations and Remunerations Committee is a permanent body with consultive and advisory nature and its recommendations and reports are not binding.
The Nominations and Remunerations Committee currently consists of three (3) independent members, who were appointed on June 4th 2008, plus the Secretary.
| Nominations and Remunerations Committee | ||||
|---|---|---|---|---|
| Chairperson | Jorge Santas | |||
| João Lopes Raimundo | ||||
| Rofael Caldeira Valverde | ||||
| Secretory | Emilio García-Cande Noriega |
None of the committee members are spouses or up to third-degree relatives in direct line of the other members of the Board of Directors.
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while still remaining Company Directors.
The structure, competences and functioning of the Nominations and Remunerations Committee are described in point 3.2.2.
The Committee on Related-Party Transactions is a body of the Board of Directors.
The committee currently consists of three (3) members, who were appointed on June 41º 2008, plus the Secretary.
| Committee on Related-Party Transactions | ||||
|---|---|---|---|---|
| Chairperson | António Nogueira Leite | |||
| João Monso Neto | ||||
| João Manuel de Mello Fronco | ||||
| Secretory | Emilio Garcia-Conde Noriego |
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign soid positions while still remaining Company Directors.
The structure, competences and functioning of the Committee on Related-Party Transactions are described in point 3.2.3.
The Audit and Control Committee is a permanent body and pertorms supervisory tasks independently from the Board of Directors.
The committee currently consists of three (3) members who are independent Directors and were appointed on June 4th 2008, plus the Secretory.
| Audit and Control Committee | |||
|---|---|---|---|
| Choirnerson | João Manuel de Mello Fronco | ||
| たまました時は、いつもあると、いろいろしくなると、その後に、日常さに、日常さしています。しかし、このよう、このよう、このよう、人気です。 1月1日:10時: 1月2日:10時: 1月2日:10時: 10時: Froncisco José Queiroz de Barros de Locerda |
|||
| Joōo Silva Lopes | |||
| Secretary | TOT IN 199 (BE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/RE/ To To To Top Species Comic Lemell Emericanes and MELLE FINEER E ENDIES FINNER SAMILLS FINEER REMEILE FINNER E BREINE LINE SA BREA Emilio García-Conde Noriega |
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members moy resign soid positions while still remaining Company Directors.
The structure, competences and functioning of the Audit and Control Committee are described in point 3.3.
EDPR has adopted the following organization chart for its management:

The EDPR' Management Team was appointed by the Executive Committee on October 14th 2008 to manage the day-to-day running of the company. The Management Team is coordinated by the Chief Executive Officer, comprising four main areas of responsibility assigned to four officers (the Chief Financial Officer, the Chief Business Development Officer, the Chief Operating Officer for Europe and the Chief Operating Officer for North America) and a Company Secretary and Legal Counsel. The functions and competences of the management team are as follows:
The job of the Chief Financial Officer is to propose and ensure the implementation of the Group's financial policy and management, including (i) negotiating, managing and controlling financing, (ii) optimizing cash management and (iii) proposing financial risk management policy; to coordinate and prepare budget and business plan of the Group, with the Group's business platforms; to manage the Group's monthly closing of accounts and financial statements, and to analyze the financial and operational performance of the Group; to manage relations with the Group's shareholders, potential investors and morket analysts to promote the value of its shares on the capital market; and to coordinate the Group's procurement and its relations with main suppliers and ensuring the implementation of the Group's procurement strategy and policy.
Rui Teixeira
The job of the Chief Business Development Officer is to assess investments, promote the development of EDPR business and set out the strategic risk guidelines for the company. In line
with the strategic plan and in coordination with the other members of the management team, he must optimize the value and risk profile of the group's business portfolio, while watching the evolution of markets and new technologies. His teams coordinate and implement new business development initiatives in new countries and are responsible for monitoring and assessing investments in the consolidated business platforms. Additionally he is now responsible within the Management Team for the renewable business in Brazil, a recent upstart within the EDPR portfolia.
Luis Adão da Fonseca
It is the job of the Chief Operating Officer for Europe to coordinate the EDPR European platform in establishing, developing and implementing the EDPR Group's strategic plan for the renewable energies business, drafting ond implementing the strategic plan for Europe in accordance with the guidelines set by the Board of Directors of EDPR, planning, organizing and managing resources, controlling, measuring and improving the management of projects and subsidiary companies and achieving the results expected by the Group to make EDPR a leader in the renewable energy sector in Europe.
João Paulo Casteira
The Chief Operoting Officer for North America is responsible for coordinating the North American platform of EDPR in establishing, developing and implementing the EDPR Group's strategic plan for the renewable energies business, drafting and implementing the strategic plan for North America, in accordance with the guidelines set by the Board of Directors of EDPR, planning, organizing and managing resources, controlling, measuring and improving the monagement of projects and subsidiary companies and achieving the results expected by the Group to make EDPR a leader in the renewable energy sector in North America.
Gabriel Alonso Imoz
He assists the Management Teom in its legal, administrative ond logistics activities to ensure that it functions effectively, provides legal advice to the group in order to guarantee compliance with applicable legislation, and provides legal support at Management meetings, including the circulation of its decisions.
Emilio García-Conde Noriega
In order to comply with the Recommendation II.1.1.1 of the Portuguese Corporate Governance Code and according to the results of the reflection made by the Audit and Control Committee (point 3.3.2) regarding the terms of the Recommendation 11.5.1 part ii), the governance model adopted has been ensuring an effective performance and articulation of EDPR Social Bodies, and proved to be adequate to the company's governance structure without any constraints to the performance of its checks and balances system adopted to justify the changes made in the Governance practices of EDPR.
The EDPR share capital of EUR 4,361,540,810 is represented by 872,308,162 shares with a face value of EUR 5 each. All shares integrate a single class and are fully issued and paid. There are na holders of special rights.
Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDPR shares.
As far as the Board of Directors of EDPR is aware, there are currently no shareholders' agreements regarding the Company.
The breakdown of the EDPR structure by region and investor type at 31 December 2010 was as follows:

At the end of 2010, EDPR's free float comprises more than 120,000 institutional and private investors in over 50 countries with special focus on Portugal, United Kingdom, United States and Rest of Europe. Institutional investors represented 79% of the free float, with private investors standing for the remaining with 21%.

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Qualifying shareholdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholders' holdings. As of December 31, 2010, no qualifying Shareholdings in EDPR with the exception of EDP - Energias de Portugal, S.A were identified.
| Shareholder | Number of shares |
ಳ್ಳಿ Capital Vote |
76 |
|---|---|---|---|
| EDP - Energias de Portugal, SA | |||
| EDP - Energias de Portugal, S.A. Sucursal | |||
| en Espoña | 541.027.156 | 62.0% | 62.0% |
| Hidroeléctrica del Cantábrico, S.A. | 135.256.700 | 15.5% | 15.5% |
| Total | 676,283,856 | 77.5% | 77.5% |
Pursuant to Articles 10 and 19 ef seq of the Articles of Association of EDPR, the Company's managing body is the Board of Directors, and there are four committees stemming from it. They are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Committee on Related-Party Transactions.
Pursuant to Articles 20 and 21 of the Company's Articles of Association, the Board of Directors shall consist of no less than five (5) and no more than seventeen (17) Directors. Their term of office shall be three (3) years, and they may be re-elected once or more times for equal periods. The Board of Directors currently consists of sixteen (16) members, whose particulars were indicated in point 1.2.2 above.
Pursuant to Article 19 of the Company's Articles of Association, the Board of Directors has the broadest powers for the administration, management and governance of the Company, with no limitations other than the responsibilities expressly and exclusively invested in General Meefing of Shareholders in the Company's Articles of Association or in the applicable law. The Board is therefore expressly empowered to:
extraordinary appeals, to discontinue or confess, to agree an early termination of a proceeding, to submit lifigious questions to arbitration judges, and to carry out all sorts of notices and requirements and to grant a power of attorney to Court Representatives and other representatives, with the case-related powers which are usually granted to litigation cases and all the special powers applicable, and to revoke such powers;
Regarding the decisions to increase the share capital, the Board of Directors, by delegation from the General Meeting, may decide to increase the share capital once or several times. This delegation, which may be the subject of replacement, can include the power to demand a pre-emptive right in the issue of shares that are the subject of delegation and with the requirements established by law.
On the other hand, the General Meeting may also delegate to the Board of Directors the power to implement an adopted decision to increase the share capital, indicating the date of its implementation and establishing any other conditions that have not been specified by the General Meeting. This delegation may be the subject of replacement. The Board of Directors may use this delegation wholly or in part and may also decide not to perform it in consideration of the conditions of the Company, the market or any particularly relevant events or circumstances that justify said decision, of which the General Meeting must be informed at the end of the time limit or limits for performing it.
In addition to the Articles of Association and the law, the Board of Directors is governed by the regulations approved on May 3th 2008. The regulations on the functioning of the Board are available to Company shareholders at the website www.edprenovaveis.com.
The Board of Directors must meet at least four (4) times a year, preferably once a quarter. Nonetheless, the Chairperson, on his own initiative or that of three (3) Directors, shall convene a Board meeting whenever he deems it necessary for the Company's interest. The Board of Directors held five [5) meetings during the year ended at December 31st 2010.
Meetings are convened by the Chairperson, who may order the Secretary to send the invitations. Invitations shall be sent at least five (5) days prior to the date of the meeting. Exceptionally, when the circumstances so require, the Chairperson may call a meeting of the Board without respecting the required advance notice.
The meetings of the Board are valid if half of the Directors plus one are present or represented. Directors shall attend Board meetings personally and, on exception, if they are unable to do so, they shall delegate their representation in witting to another Director. Without prejudice to the obove, the Board of Directors shall be deemed to have been validly convened, with no need for an invitation, if all the Directors present or represented agree unanimously to hold the meeting as universal and accept the agenda to be dealt with at it.
Decisions are adopted by absolute majority among those present. Each Director present or represented has one vote and the Chairperson has the casting vote in the event of a tie.
In order for the non-executive Directors to be able to decide independently and be informed, Articles 22, 24 and 25 of the Board regulations established the following mechanisms:
With the mechanisms set forth in the regulations, non-executive Directors have encountered no difficulties in performing their duties.
In 2010, the non-executive Directors were involved in the governance of EDPR not only by participating in meetings of the Board of Directors, where they gave their opinions on different company matters, made any suggestions they saw fit and took decisions on matters submitted to them, but also by working on the Nominations Committee, Committee, Committee on Related-Party Transactions and Audit and Control Committee, where all the members are nonexecutive, with the exception of the Committee on Related-Party Transactions, which has one executive Director, João Manuel Manso Neto.
Pursuant to Article 27 of the Company's Articles of Association, the Executive Committee shall consist of no less than three (3) and no more than six (6) Directors. The committee currently consists of the members indicated in point 1.2.6.1.
Its constitution, the oppointment of its members and the extension of the powers delegated must be approved by two-thirds (2/3) of the members of the Board of Directors.
The Executive Committee is a permanent body that has received all of the Board of Directors' delegable powers under the law and the articles of association, with the exception of: i] election of the Chairperson of the Board of Directors, ii) appointment of Directors by cooption, iii) request to convene or convening of General Meetings, iv) preparation and drafting of the Annual Report and Accounts and submission to the General Meeting, v) change of registered office and vi) drafting and approval of mergers, spin off or transformation of the company.
The Executive Committee members have been delegated all the powers of representation of the Company so that any of its members can act jointly in the name and on behalf of the Company.
In addition to the Articles of Association, this committee is also governed by the regulations approved on June 4th 2008 and also by the Board Regulations. The committee's regulations are available to the shareholders at www.edprenovaveis.com.
The Executive Committee shall meet at least once a month and whenever is deemed appropriate by its Chairperson, who may also suspend or postpone meetings when he sees fit. The Executive Committee shall also meet when requested by at least two (2) of its members. The Executive Committee held thirty-three (33) meetings during the year ended on December 318 2010.
The Executive Committee shall dratt minutes for each of the meetings held and shall inform the Board of Directors of its decisions at the first Board meeting held after each committee meeting.
The Chairperson of the Executive Committee, who is currently also the Chairperson of the Board of Directors, shall send the Chairperson of the Audit and Control Committee invitations to the Executive Committee meetings and the minutes of those meetings.
Meetings of the Executive Committee are valid if half of its members plus one are present or represented. Decisions shall be adopted by simple majority. In the event of a tie, the Chairperson shall have the casting vote.
Executive Directors shall provide any clarifications needed by the other corporate bodies whenever requested to do so.
Pursuant to Article 29 of the Company's Articles of Association, the Nominations and Remunerations Committee shall consist of no less than three (3) and no more than six (6) Directors. At least one of its members must be independent and shall be the Chairperson of the committee.
The members of the committee should also not be members of the Executive Committee. The committee currently consists of the members indicated in point 1.2.6.2 which are all independent Directors.
The Nominations and Remunerations Committee is made up of independent members of the Board of Directors, in compliance with Recommendation 44 of the Unitied Code of Good Governance approved by decision of the Board of the Spanish Securities Committee (hereinafter the CNMV), as amended by CNMV Circular 4/2007 of December 27th, which lays down that the Nominations and Remunerations Committee must be entirely made up of
external Directors numbering no fewer than three (3). As it is made up of independent Directors (in Spain the committee may only be comprised of Directors) it complies as completely as possible with the recommendation indicated in point 11.5.2 of the Portuguese Code of Corporate Governance.
Reviewing and reporting on incentive plans, pension plans and compensation packages. Any other functions assigned to it in the Articles of Association or by the Board of Directors.
In addition to the articles of association, the Nominations and Remunerations Committee is governed by the Regulations approved on June 4th 2008 and also by the Board regulations. The committee's regulations are available at www.edprenovaveis.com.
This committee shall meet at least once every quarter and also whenever its Chairperson sees fit. This committee shall draft minutes of every meeting held and inform the Board of Directors of decisions that it makes at the first Board meeting held after each committee meeting.
The meetings of this committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be adopted by simple majority. The Chairperson shall have the deciding vote in the event of a tie.
In 2010 the main proposals made by the Naminations and Remunerations Committee were:
A report on the activities of the Nominations and Remunerations Committee in the year ended on December 31st 2010 is available to shareholders at www.edprenovaveis.com.
Pursuant to Article 30 of the Articles of Association, the Board may set up other committees, such as the Related Party Transactions Committee. This committee shall consist of no fewer than three (3) members. The majority of the members of the Related Party Transactions Committee shall be independent, although in the case of this committee it has one non-independent Member, João Manuel Manso Neto.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDPR, its majority shareholders or its Directors and, if this is the case, meet the other requirements of applicable legislation.
The committee currently consists of the members indicated in point 1.2.6.3.
The Related Party Transactions Committee is a body belonging to the Board of Directors and performs the following duties, without prejudice to others that the Board may assign to it:
· Periodically reporting to the Board of Directors on the commercial and legal relations
between EDP or related entities and EDPR or related entities.
Should the Related Party Transactions Committee not ratify business or legal relations between EDP or its reloted parties and EDPR and its related parties, said relations shall require the approval of two-thirds (2/3) of the members of the Board of Directors, whenever at least half of the members proposed by entities other than EDP, including independent Directors, vote in favor, unless, before submission for ratification by the Related Party Transoctions Committee, this majority of members has voiced it approval.
The previous paragraphs shall not apply to operations between EDP or its related parties and EDPR or its related parties that have standard conditions and these conditions are applied in the same way in transactions with parties not related to EDP and EDPR or their respective related parties.
In addition to the Articles of Association, the Related Party Transactions Committee is governed by the regulations approved on June 4* 2008 and by the Boord Regulations. The committee's regulations are available at www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit.
This committee shall draft minutes of every meeting held and inform the Board of Directors of decisions that it makes at the first Board meeting held after each committee meeting.
The meetings of this committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be adopted by simple majority. The Chairperson shall have the casting vote in the event of a tie.
In 2010, the Related Party Transactions Committee revised, approved and proposed to the Board of Directors the approval of all agreements and contracts between related porties submitted to its consideration.
Point 3.6 of this report includes a description of the fundamental aspects of the agreements and contracts between related parties, the object of which does not pertain to the ordinary course of EDPR business.
The Related-Party Transactions Committee wos informed that in 2010, the overage value and the maximum value regarding the transactions analyzed by the Committee was EUR 1.617.274,26 and EUR 3.106.692M, respectively.
The total value of the transactions with the EDP Group in 2010 was EUR 14.2M which corresponds to a 5.3% of the total value of S&S, and EUR270M for total operational costs.
A report on the activities of the Related Parly Transactions Committee in the year ended on December 31st 2010 is available to shareholders at www.edprenovaveis.com.
Pursuant to Article 28 of the Articles of Association, the Audit and Control Committee consists of no fewer than three (3) and no more than five (5) Directors. The majority of the members shall be independent Directors. The committee currently consists of the members indicated in point 1.3, the majority of which, as well as the Chairperson, are independent.
The Audit and Control Committee is a permanent body and performs independent supervision of the work of the Board of Directors. The competences of the Audit and Control Committee are mentioned below.
Concerning the new recommendations introduced in 2010 by the Portuguese Code of
Corporate Governance the referred competences were reinforced as mentioned below, with the following changes introduced on the Audit and Control Committee Regulations, to guarantee the compliance of the referred code:
In addition to the Articles of Association and the law, this committee is governed by the regulations approved on June 4th 2008 and also by the Board regulations. The committee's regulations are at the shareholders' disposal at www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit. In 2010, the Audit and Control Committee met eleven (11) times not only to monitor the closure of quarterly accounts in the first half-year but olso to familiarize itself with the preparation and disclosure of financial information, internal audit, internol control and risk management activities.
This committee shall droft minutes of every meeting held and inform the Board of its decisions at the first Board meeting held after each committee meeting.
The meetings of the Audit ond Control Committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions sholl be adopted by simple majority. The Chairperson shall hove the casting vote in the event of a tie.
In 2010, the Audit and Control Committee's activities included the following: [i] analysis of relevant rules to which the committee is subject in Portugal and Spain, (ii) assessment of the external auditor's work, especially concerning with the scope of work in 2010, and approval of all "audit related" and "non audit" services, (iii) supervision of the quality and integrity of the financial information in the financial statements and participation in the Executive Committee meeting at which these documents were analyzed and discussed, (iv) drafting of an opinion in the individual and consolidated annual reports and accounts, in a quarterly and yearly basis (v) pre-approval of the 2010 Internal Audit Action Plon, (VI) supervision of the quality, integrity and efficiency of the internol control system, risk management and internal auditing, (vii) reflection on the corporate governance system adopted by EDPR, (viii) analysis of the evolution of the SCIRF project, (ix) information about the whistle-blowing.
Apart fram its regulor octivity in 2010, the Audit and Control Committee were also involved in the following activities:
Analysis of the competences delegation process of the EDPR Group;
Analysis to the new regulations of the Internal Audit Department of the EDPR Group.
The Audit and Control Committee found no constraints during its control and supervision activities.
A report on the activities of the Audit and Control Committee in the year ended on December 31st 2010 is avoiloble to shareholders at www.edprenovaveis.com.
Following the recommendotions of the CMVM, Article 12 of the Board regulations requires ot least twenty-five percent (25%) of the Directors to be independent Directors, who are considered to be those who can perform their duties without being conditioned by relations with the Company, its significant shareholders or Directors and, if applicable, meet the requirements of applicable laws.
In addition, pursuant to Article 23 of the Articles of Association, the following may not be Directors:
The policy of portfolio rotation in the company comprehends that each Member of the Board of Directors is appointed by majority of the General Meeting for an initial period of three (3) years and may be re-elected once or more times for further periods of three (3) years. Nonetheless, pursuant to Article 23 of the Articles of Association and 243 of the Spanish Companies Law, shareholders so wishing may group their shares until they constitute an amount of capital equal
to or higher than the result of dividing it by the number of Directors and appoint those that, using only whole fractions, are deducted from the corresponding proportion. Those making use of this power cannot intervene in the appointment of the other members of the Board of Directors.
Given that the Directors do nat have to be elected on the same date, if there is a vacancy, pursuant to Article 23 of the Articles of Association and 243 of the Spanish Companies Law, the Board of Directors may co-opt people from the shareholders, who will occupy the position until the next General Meeting, which shall ratify the co-opted Director. Pursuant to Article 247 of the Spanish Companies Law, the co-option of Directors, as for other Board decisions, must be approved by absolute majority of the Directors at the meeting.
Pursuant to Article 28 of the Articles of Association, the members of the Audit and Control Committee are appointed by the Board af Directors. The term of office of the members of the Audit and Control Committee is the same as their term as Directors. The committee members, the majority of whom must be independent, can be reelected and discharged by the Board of Directors at any time. The term of office of the Chairperson of the Audit and Control Committee is three (3) years, after which he may only be re-elected for a new term of three (3) years. Nonetheless, chairpersons leaving the committee may continue as members of the Audit and Control Committee.
EDPR has nat signed any contracts with the members of the corporate bodies during the year 2010.
Regarding related party transactions, EDPR and/or its subsidiaries have signed the contracts detoiled below with EDP - Energias de Portugal, S.A. (hereinafter, EDP) or other members of its group not belonging to the EDPR subgroup.
The framework agreement was signed by EDP and EDPR on May 7th 2008 and came into effect when the latter was admitted to trading. The purpose of the framework agreement is to set aut the principles and rules governing the legal and business relations existing when it came info eftect and those entered into subsequently.
The framework agreement establishes that neither EDP, nor the EDP Group companies other
than EDPR and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDPR. EDPR shall have worldwide exclusivity, with the exception of Brazil, where it shall engage its activities through a joint venture with EDP - Energias do Brasil, S.A., for the development, construction, operation and maintenance of facilities related to wind, solar, wave and/or tidal power and other renewable energy generation technologies that may be developed in the future. Nonetheless, the agreement excludes technologies being developed in hydroelectric power, biomass, cogeneration and waste in Portugal and Spain.
Finally, it lays down the obligation to provide EDP with any information that it may request from EDPR to fulfill its legal obligations and prepare the EDP Group's consolidated accounts.
The framework agreement shall remain in effect for as long as EDP directly owns mare than 50% of the share capital of EDPR or appoints more than 50% of its Directors.
On November 41» 2008 EDP and EDPR signed an Executive Management Services Agreement. Through this contract, EDP provides management services to EDPR, including matters related to the Company. Under this agreement EDP appoints four people to form EDPR's Executive Committee, for which EDPR pays EDP an amount for the services rendered.
Under this contract, EDPR is due to pay an amount of EUR 836,400 for management services rendered by EDP in 2010.
The initial term of the contract is March 18th 2011 .
The finance agreements between EDP Group companies and EDPR Group companies were established under the above described Framework Agreement and currently include the following:
EDPR (os the borrower) has loan agreements with EDP Finance BV (os the lender), a company 100% owned by EDP - Energias de Portugal, S.A.. Such loan agreements can be established both in EUR and USD, usually have a 10-year tenor and are remunerated at rates set on arm's length basis. As at December 31st 2010, such loan agreements totaled EUR 1,351,695,248 and USD 1,934,621,254.
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal Sociedade Anónima, sucursol en España (hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SL (hereinafter EDPR EU) and Horizon Wind Energy LLC (hereinafter EDPR NA) to provide corporate guarantees or request the issue of any guarantees, on the terms and conditions requested by the subsidiaries, which have been approved on a case by case basis by the EDP executive board.
EDPR will be jointly liable for compliance by EDPR EU and EDPR NA. The subsidiaries of EDPR undertake to indemnify the guarantor for any losses or liabilities resulting from the guarantees pravided under the agreement and to pay a fee established in arm's length bosis. Nonetheless, certain guarantees issued prior to the date of approval of these agreements may have different conditions.
The agreement may be terminated (i) by any party at any time, whenever there are no guarantees in effect, or if (ii) any of the subsidiaries ceases to be controlled by the guarantor with regard to the guarantees provided to said subsidiary.
EDP Sucursal and EDPR signed an agreement through which EDP Sucursal manages EDPR' cash accounts. The agreement also regulates a current account between both companies, remunerated on arm's length basis. As at December 31st 2010, the current account had a bolance of EUR 170,111,807 in favor of EDPR,
The agreement is valid for one year as of date af signing and is outamatically renewable for equal periods.
In order to manage its USD cash surplus, at December 31st 2010 EDPR had two short term deposits placed with EDP Finance BV in the total amount of USD 244,033,835.
The two short term deposits mature on January 2010.
Due to the net investment in EDPR NA, the company and Group accounts of EDPR and the accounts of EDP Sucursal España, were exposed to the foreign exchange risk. With the purpose of hedging this foreign exchange risk, EDP Group settled a cross currency interest rate swap (CIRS) in USD and EUR, between EDP Sucursal and EDPR for a total amount of USD 2,632,613. Also a CIRS in PLN and EUR, between EDP Energias de Portugal Sociedade Anánima, sucursal en España and EDPR, S.A. was settled for a total amount of PLN 309,307,188, related with the net investment in polish companies.
EDP Sucursal and EDPR entered into several hedge agreements with the purpose of managing the transaction exposure related with the investment payments to be done in Poland, fixing the exchange rate for EUR/PLN in accordance to the prices in the forward market in each contract date. At December 31st 2010, a total amount of EUR 38,803,000 remained outstanding,
EDP and EDP Renewables Europe SL entered into hedge agreements for a total volume of 1,826 MWh for 2010 at the forward market price at the time of execution related with the expected sales of energy in the Spanish market.
On May 14th 2008, EDP and EDPR signed an agreement under which the former granted to the latter a non-exclusive license for the trademark "EDP Renováveis" for use in the renewable energy market and related activities.
In return for the granting of the trademark license, EDPR will pay to EDP fees calculated on the basis of the proportion of the costs pertaining to the former in the Group's annual budget for image and trademark services, which are subject to annual review. The fee established for 2010 was EUR 1,500,000.
The license is granted indefinitely and shall remain in effect until the expiry of EDP's legal ownership of the trademark or until EDP ceases to hold the majarity of the capital or does not appoint the majority of Directors of EDPR. EDP may also terminate the agreement in case of nonpayment or breach of contract.
The licensing agreement is restricted by the terms of the framework agreement.
On June 4th 2008, EDP and EDPR signed a consultancy service agreement. Through this agreement, and upon request by EDPR, EDP (or through EDP Sucursal) shall provide consultancy
services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation, ond competition, risk management, human resources, informotion technology, brand and communication, energy planning, accounting and consolidation, corporate marketing and organizational develapment.
The price of the agreement is calculated as the cost incurred by EDP plus a margin. For the first year, it was fixed at 8% based on an independent expert on the basis of morket research. For 2010 the estimated cost of these services is EUR 3,106,692.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
On May 13th 2008, EDP Inovação, S.A. (hereinafter EDP Inovação), an EDP Group company, and EDPR signed on agreement regulating relations between the two companies regarding projects in the field of renewoble energies (hereinafter the R&D Agreement).
The object of the R&D Agreement is to prevent conflicts of interest and foster the exchange of knowledge between companies and the estoblishment of legal and business relationships. The agreement forbids EDP Group companies other than EDP Inovação to undertake or invest in companies that undertake the renewable energy projects described in the agreement.
The R&D Agreement establishes an exclusive right on the part of EDP Inovação to project and develop new renewable energy technologies that are already in the pilot or economic and/or commercial feasibility study phase, whenever EDPR exercises its option to undertake them.
The agreement sholl remain in effect for as long as EDP directly mointains control of more than 50% of both companies or appoints the majority of the members of the Boord and Executive Committee of the parties to the agreement.
On January 1st 2003, EDP Renováveis Portugal, S.A., holding company of the EDPR subgroup in Portugal, and EDP Valor - Gestão Integrada de Recursos, S.A. (hereinafter EDP Valor), an EDP Group company, signed a management support service agreement.
The object of the agreement is the provision to EDP Renováveis Portugal by EDP Valor of services
in the areas of procurement, economic and financial management, fleet management, property management and maintenance, insurance, occupational health and safety and human resource management and training.
The remuneration paid to EDP Valor by EDP Renováveis Portugal S.A. and its subsidiaries for the services provided in 2010 totaled EUR 691,445.
The initial duration of the agreement was five (5) years from date of signing and it was tacitly renewed for a new period of five (5) years on January 1st 2008.
Either party may renounce the contract with one (1) year's notice.
On January 1st 2010, EDP Renováveis Portugal, S.A., and EDP - Energias de Portugal S.A. (hereinafter EDP), signed an IT management services agreement.
The object of the agreement is to provide to EDPR the information technology services described on the contract and its attachments by EDP - Energias de Portugal S.A.
The amount to be paid to EDP - Energias de Portugal S.A. for the services provided in 2010 totaled EUR 1,146,251.
The initial duration of the agreement is one (1) year from date of signing and it is tacitly renewed for a new period of one (1) year.
Either party may renounce the contract with one (1) month notice.
EDP Renováveis (EDPR) has an Intemal Control System over Financial Reporting (SCIRF) structured using as a reference in terms of control objectives fulfillment, and controls implementation the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) with regard to business processes and entity level controls, and the COBIT framework (Control Objectives for Information and related Technologies) with regard to controls of information technology systems.
In accordance with EDPR's strategic orientation, SCIRF activities are aimed at strengthening the quality of financial information provided to shareholders and to the markets and at promoting the effectiveness and efficiency of operations, in complicable regulations at all times
The COSO framework emphasizes the aspects related with the risk assessment activities, since there is a growing interest in organizations of all sizes to enhance Enterprise Risk Management. This approach is present throughout SCIRF's methodology and documentation (SCIRF Manual, Responsibilities Model, processes and controls), by means of a set of control and risk objectives, that cover concepts like financial information risk, fraud or unauthorized use.
During the year 2010, SCIRF has been performed through (i) the maintenance and monitoring of the Internal Control Cycle and (ii) the independent review of SCIRF by KPMG.
Under the model adopted at EDPR, the following activities for the maintenance and monitoring of the Internal Control Cycle have been performed:
· Update of the scope: review and identification of relevont risks, accounts and processes, based on materiality and risk criteria, with a top-down and bottom-up methadology, and a coverage level analysis.
· The necessary actions for the consolidation and/or incorporation of new geographies in the scope.
· Maintenance, adaptation and management of the system in line with (i) the implementation of identified improvement opportunities, (ii) the changing structure and (iii) business requirements.
SCIRF presence in different geographies, according to the scope applied in 2010, includes 380 controls in the European platform (including country-specific and transversal controls in some geographies) in Spain, Portugal, France, Belgium and Poland, 384 controls in the North American platform, and 110 controls at group level, as illustrated in the figure below. These controls include entity level controls, process controls and information technology controls).

In order to assess the reliability and strength of the SCIRF (already implemented in the European and American platforms), and in line with the strategic objectives of EDPR, it was decided to undertake an independent review, to be conducted by a prestigious international institution (KPMG). The goal was materialized in 2010, following the International Standard on Assurance Engagements (ISAE) 3000 methodology. In this review no material weakness were identified. The work of the review consisted of:
(i) obtaining an understanding of SCIRF in terms of the consolidated financial reporting;
(ii) evaluation of the risk of material weaknesses;
(iii)test and evaluation of the operational effectiveness of controls based on the evaluation of risk;
(iv) execution of other procedures which were considered as necessary.
It is also important to highlight the following developments that took place in 2010:
· the significant participation of EDPR for the consecution of the Quality Assessment certification of EDP's group internal Audit department by the Institute of Internal Auditors.

The SCIRF activities and their progress have been quarterly reported to the Audit and Control Committee, complying with its supervision and follow-up missions regarding the company's internal control systems and risk management.
At the year-end in accordance with CMVM Recommendation III. 1.4 the external auditors, within the scope of their powers, verified the efficiency and functioning of the Internal Control Systems and reported their conclusions to the Audit and Control Committee. Additionally, KPMG reported the result of their review of SCIRF to the Audit and Control Committee.
With this report and the teamwork of the Internal Audit and Control Committee in accordance with CMVM Recommendation II.1.1.3 made its final assessment report and presented to the Board.
The basic principle behind EDPR's risk management approach is that risk management should not only profect value but also create value. This value creation is obtained by optimizing company's risk-return taking into consideration shareholders risk appelite.
Therefore, EDPR's risk framework was designed to be not a stand-dlone activity separated from the main activities and processes of the company, but to be part of the responsibilities of management as an integrating element of all organizational processes, including strategic planning.
In EDPR's risk framework, risk process aims to link the company's overall strategy into manager's day-to-day decisions, enabling the company to increase the likelihood of achieving its strategic objectives.
EDPR's general strategy is translated into major strategic questions that are grouped by risk area and then subject to EDPR's risk process. The outcome of the risk process is a set of specific guidelines per risk area that will guide managers in their decisions according to the company's risk profile.
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Each strategic question is subject to a core risk process which is composed of four major steps:
Risk management in EDPR is supported by three distinct organizational functions:

During 2010, EDPR created a Risk Committee to integrate and coordinate all the risk functions and to assure the link between risk strategy and the company's operations.
EDPR's Risk Committee intends to be the forum to discuss how EDPR can optimize its risk-return position according to its risk profile. The key responsibilities of this committee are:
This committee meets on a quarterly basis and is composed by all Management Team members, representative directors from corporate functions and from the operational platforms and, depending on the issues under discussion, the respective risk managers.
In 2010 this committee, created in July, met twice to discuss and propose EDPR's general risk management framework and to discuss and recommend energy management risk policies.
In order to assure the alignment of EDPR's risk management decisions with EDP's risk-return profile, representatives from EDP will be part of EDPR's risk committee in 2011.
The following table summarizes the main risk areas of EDPR's business and also describes the risk related strategic questions. The full description of each risk and how they are managed by EDPR can be found in next chapter.
| Risk areas | Risks descriptions | Risk related (not strategic questions |
|---|---|---|
| exhaustive) | ||
| regulations | 1. Countries & - Chonges in regulations may impoct EDPR's business in · What is EDPR's current regulator risk? o given country ; |
· How much should EDPR grow in current markets? · Where should EDPR focus entering new markets? |
| 2. Revenues | - Revenues received by EDPR's projects may diverge · What is the expasure of our revenue stream fram what is expected; |
bath in prices and wind variations? · What is the impact an EDPR's EBITDA? · What should the market strotegy be ta caver market valatility? |
| 3. Financing | - EDPR may not be able to raise enough cash to · What should be the risk prafile from an finonce all its planned capex; - EDPR may not be able to fulfi its financial abligatians; · What is the syntheric rating of the campany |
investor's point af view? and what measures cauld be done to improve itz · What is the probability af a cash flow stress due ta market conditians? |
| contracts | 4. Wind turbine - Changes in turbine prices may impact projects · What should be the hedging strategy for profitability; - Controcts should take into account the pipeline quantities? development risk; |
turbine prices in terms of price structure and · What is the trade-aff between supplier diversificotian ond rappel discount? |
| 5. | Pipeline - EDPR may deliver an installed copacity different fram · How mony MW can EDPR expect ta pur in development its targets or suffers delays and/ar anticipations in its operation with its current pipeline? installation |
· How many prajects may be canceled or be delayed over permitting issues? · What is the octual risk af not achieving the installed capacity targets? · What is the apprapriate buffer to ensure that EDPR delivers the farget capacity? · Haw should EDPR's pipeline laak like in 2012? |
| 6. Operations - Projects may deliver a volume different from · Is there any operating risk with significant expected. |
impact in EDPR? |
The development and profitability of renewable energy projects are subject to policies and regulatory frameworks. The jurisdictions in which EDPR operates provide numerous types of incentives that support the energy generated from renewable sources.
Support for renewable energy sources has been strong in previous years, and both the European Union and various US federal and state bodies have regularly reaffirmed their wish to continue and strengthen such support.
In Europe, each country presented in 2010 their Renewable National Energy Action Plans (RNEAPs). These plans provide detailed information about how each Member State expects to comply with its 2020 binding target, including the technology mix and the forecasted trajectory to reach it.
Regarding US, variaus State Governments have taken an active role in the development af energy generated from renewable saurces through the implementation of RPS (Renewable Portfolio Standard) program.
It cannot be guaranteed that the current support will be maintained or that the electricity produced by future renewable energy projects will benefit from state purchase obligations, tax incentives, or other support measures for the electricity generation from renewable energy sources. This is particularly true in an economic downturn context.
EDPR is managing its expasure to regulatory risks in two different ways. The first one is trough a geographic diversification strategy based on a methodology comprising a positive correlation between country defined targets and gap from current level, technological mix af installed generation, energy demand and supply, regulatory track record stability and incentives mechanism. EDPR also analyses the country wind resource, land and site availability, permitting complexity and interconnection availability.
The second one is by being an active member in several wind associations. EDPR belongs to the most prestigiaus wind energy associations, bath at national and international level. EDPR is an active member of the following renewable (specially wind energy) associations. Being an active member in all these associations allows EDPR to be aware of any regulatory change, and represent wind energy sector's interests when required by the governments.
| EUROPE | EWEA (EUROPEAN WIND ENERGY ASSOCIATION) | ||||
|---|---|---|---|---|---|
| SPAIN | AEE (ASOCIACIÓN EMPRESARIAL EQUICA) | ||||
| PORTUGAL | APREN (ASSOCIAÇÃO PORTUGUESA DE PRODUTORES DE ENERGIA ELÉCTRICA DE FONTES RENOVAVEIS) | ||||
| FRANCE | SER [SYNDICAT DES ÉNERGIES RENOUVELABLES] | ||||
| BE_GIUM | APERE (ASSOCIATION POUR LA PROMOTION DES ENERGIES RENOUVELABLES) | ||||
| EDORA (FEDERATION DE L'ENERGIE D'ORIGINE RENOUVELABLE ET ALTERNATIVE) | |||||
| POLAND | PIGEO (POLSKA IZBA GOSPODARCZA ENERGII ODNAWIALNEJ) | ||||
| PSEW (PO_SKIE STOWARZYSZENIE ENERGETYKI WIATROWEJ) | |||||
| PTEW (POLSKIE TOWARZYSTWO ENERGETYKI WATROWEJ) | |||||
| ROMANIA | RWEA (ROMANIAN WIND ENERGY ASSOCIATION) | ||||
| UNITED KINGDOM | BWEA [BRITISH WIND ENERGY ASSOCIATION] | ||||
| RENEWABLE UK | |||||
| SCOTTISH RENEWABLES | |||||
| ITALY | ANEV (ASSOCIAZIONE NAZIONALE ENERGIA DEL VENTO) | ||||
| APER (ASSOCIAZIONE PROMOTORI ENERGIE RINNOVABILI) | |||||
| UNITED STATES | · AMERICAN WIND ENERGY ASSOCIATION [AWEA) | ||||
| IOWA WIND ENERGY ASSOCIATION | |||||
| JRENEW MISCONSIN | |||||
| RENEW, INC. | |||||
| THE WIND COALITION | |||||
| AMERICAN WIND WILDLIFE | |||||
| CEERT | |||||
| COLORADO INDEPENDENT ENERGY ASSOCIATION | |||||
| INTERWEST ENERGY ALLIANCE | |||||
| WESTERN POWER TRADING FORUM | |||||
| SMART GRID OREGON | |||||
| TEXAS RENEWABLE ENERGY | |||||
| WEST TEXAS WIND ENERGY | |||||
| RENEWABLE NORTHWEST PROJECT | |||||
| CANADA | CANWEA (CANADIAN WIND ENERGY ASSOCIATION) | ||||
| BRAZIL | ABEEOLICA (ASSOCIAÇÃO BRASILEIRA DE ENERGIA EQUICA) | ||||
| CERNE (CENTRO DE ESTRATEGIAS EM RECURSOS NATURAIS E ENERGIAS) |
The electricity sold by EDPR depends in some extent on the incentives schemes for renewable energy in place in each of the countries where EDPR operates. In some of the markets this creates an exposure to market prices for electricity. Market prices may be volatile as they are affected by various factors, including the cost of fuels, average rainfall levels, the cost of power plant construction, technological mix of installed generation capacity and demand. Therefore, a decline in market prices to unexpected levels could have a material adverse effect on EDPR's business, financial condition or operating income.
EDPR faces limited market price risk as it pursues a strategy of being present in countries or regions with long term visibility on revenues. In most countries where EDPR is present, prices are determined through regulated framework mechanisms. On the markets where there is expected short term volotility on market prices, EDPR uses various financial and commodity hedging instruments in order to optimize the exposure to fluctuating electricity prices. However, it may not be possible to successfully hedge the exposures or it may face other difficulties in executing the
hedging strategy.
In Europe, EDPR operates in countries where the selling price is defined by a feed-in-tariff (Spain, Portugal and France) or in markets where on top of the electricity price EDPR receives either a pre-defined regulated premium or a green certificate, whose price is achieved on a regulated market (Spain, Belgium, Poland, Romania). Additionally, EDPR is developing activity in Italy and UK where the mechanism is also through green certificates.
In the case of North America, EDPR focus is developing strategy on the States which by having a RPS pragram in place provides higher revenues visibility, through the REC (Renewable Energy Credit) system and by non-compliance penaties. The North America market does not provide any regulated framework system for the electricity price although it may exist for the RECs in some States. Most of EDPR's copacity in the US has predefined prices determined by long-term contracts with local utilities in line with the Company's policy of signing long-term contracts for the output of its wind farms.
In Brazilian operations, selling price is defined through a public auction which is later transloted into a long-term contract.
Under EDPR's global approach to optimize the exposure to market electricity prices, the Company evaluates on a permanent basis if there are any deviations to the defined limits, assessing in which markets financial hedges may be more effective to correct it. In 2010, to manage this exposure EDPR financially hedged a significant part of its generation in Spain and, in the US closed for the long-term a significant portion of its exposure through several physical and financial deals.
The amount of electricity generated by EDPR on its wind farms, and therefore EDPR's profitability, are dependent on climatic conditions, which vary across the locations of the wind farms, ond from season to season and year to year. Energy output at wind farms may decline if wind speeds falls outside specific ranges, as turbines will only operate when wind speeds are within those ranges.
Variations and fluctuations in wind conditions at wind farms may result in seasonal and other fluctuations in the amount of electricity that is generated and consequently the operating results and efficiency.
EDPR mitigates wind resource volatility and seasonality by having a strong knowledge in the design of its wind farms, and by the geographical diversification - in each country and in different countries - of its asset base. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady. Currently EDPR is present in 11 countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil.
EDPR is exposed to fluctuations in interest rates through financing. This risk can be miligated using fixed rates and hedging instruments, including interest rate swaps.
Also because of its presence in several countries, currency fluctuations may have a material adverse effect on the financial condition and results of operations. EDPR may attempt to hedge against currency fluctuations risks by natural hedging strategies, as well as by using hedging instruments, including forward foreign exchange contracts and Cross Interest Rate Swops.
EDPR hedging efforts will minimize but not eliminate the impact of interest rate and exchange rate volatility.
The evolution of the financial markets is anolyzed on an on-going basis in accordance to EDP Group's risk management policy approved by the EDPR's Board of Directors.
The Board of Directors is responsible for the definition of general risk-management principles and the establishment of exposure limits following the recommendation of the risk committee.
Taking into account the risk management policy and exposure limits previously approved, the Financial Department identifies, evaluates and submits for approval by the Board the financial strategy appropriate to each project/location.
The execution of the approved strategies is also undertaken by the Financial Department, in accordance with the policies previous defined and approved.
Fixed rate, Natural hedging and Financial instruments are used to minimize potential adverse effects resulting from the interest rate and foreign exchange rate risks on its financial performance.
The purpose of the interest rate risk management policies is to reduce the exposure of long term debt cash flows from market fluctuations, mainly by issuing long term debt with a fixed rate, but also through the settlement of derivative financial instruments to swap from floating rate to fixed rate when long term debt is issued with floating rates.
The main potential exposure comes from shareholder loans from the EDP Group and from institutional investors in connection with its Partnership Structures in the US operations, as well as, project financing and third party loans from entities outside the EDP Group.
In the floating-rate financing context which represents approx. 5% of EDPR's gross debt, EDPR may contract interest-rate derivative financial instruments to hedge cash flows associated with future interest payments, which have the effect of exchange floating interest rate.
EDPR has a portfolio of interest-rate derivatives with maturities between approximately 1 ond 10 years. Sensitivity analyses are performed of the fair value of financial instruments to interest-rate fluctuations.
Given the policies adopted by EDPR Group its financial cosh flows ore substantially independent from the fluctuation in interest rate markets.
EDPR operates internationally and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. Currently, main currency exposure is the U.S. dollar/euro currency fluctuation risk that results principally from the shareholding in EDPR NA. With the ongoing increasing capacity in others non-euro regions, EDPR will become also exposed to other local currencies (Brazil, Poland and Romania).
EDPR general policy is the Natural Hedging in order to match currency cash flows, minimizing the impact of exchange rates changes while value is preserved. The essence of this approach is to create financial foreign currency outflows to match equivalent foreign currency inflows. Often the debt is raised in the same foreign currency in which operating cash flows are received. The Financial Department is responsible for monitoring the exchange rates changes, seeking to mitigate the impact of currency fluctuations on the net assets and net profit of the aroup, using natural hedging strategies, as well as, exchange-rate derivatives and/or other hedging structures with symmetrical characteristics to those of the hedged item. The effectiveness of these hedges is reassessed and monitored throughout their lives.
Counterparty risk is the default risk of the other party in an agreement, either due to temporary liquidity issues or long term systemic issues.
EDPR policy in terms of the counterparty credit risk on financial transactions is managed by an analysis of the technical capacity, competitiveness, credit notation and exposure to each counterparty. Counterparties in derivatives and financial transoctions are restricted to highquality credit institutions, there cannot be considered any significant risk of counterparty non-compliance and no collateral is demanded for these transactions.
In the specific case of EDPR EU, credit risk is not significant due to the reduced average payment period for customer balances and the quality of its debtors. In Europe, main customers are operators and distributors in the energy market of their respective countries.
In the case of EDPR NA, counterparty risk analysis is more relevant given typical price structure and the contracting terms of PPA contracts. In the light of this, counterparty risk is corefully evaluated taking into account the offtakers' credit rating. In many cases, additional credit support is required in line with the exposure of the contract.
Liquidity risk is the risk that EDPR will not be able to meet its financial obligations as they fall due.
EDPR's strategy to manage liquidity is to ensure, as far as possible, that it will always have significant liguidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to EDPR's reputation.
The liquidity policy followed by EDPR ensures compliance with the planned payment commitments/obligations, through maintaining sufficient credit facilities and having access to the EDP Group liquidity facilities.
Wind turbine generators (WTG) is a key element in the development of EDPR's wind-related energy projects, as the shortfall or an unexpected sharp increase in WTG prices can create a question mark on new project's development and its profitability. WTG represents the majority of a wind farm capital expenditure (on average, between 70% and 80%).
EDPR faces limited risk to the availability and prices' increase of WTG due to its framework agreements with the major global wind turbines suppliers. The Compony uses a large mix of turbines suppliers in order to reduce its dependency on any one supplier being one of the worldwide wind energy developers with a more diversified and balanced portfolio.
When signing framework agreements with one or more WTG suppliers, EDPR balances the cost, best fit with Company's pipeline and flexibility on time, geography and model/technology.
Pursuing this medium-term framework agreements strategy, EDPR reduces the risk of contracting large amounts of new WTG exposed to the spot market while having long term visibility on the total cost of ownership due to the fix cost structure of the frameworks signed. On the other way, by not contracting all the WTG needed for its growth plan, EDPR increases its short term flexibility pipeline development. Finally, EDPR in these framework agreements ensure additional geographic flexibility to best fit its pipeline development with changes in future conditions in a given market.
Wind farms are subject to strict international, state, regional and local regulations relating to the development, construction, licensing, grid interconnection and operation of power plants. Among other things, these laws regulate: land acquisitions, leasing and use; building, transportation and distribution permits; landscape and environmental permits; and regulations on energy transmission and distribution network congestions. Development process of wind farms is subject to the obtoining such permits. If authorities do not grant these permits or they do so with delays or with other restrictions, such actions could have a material adverse effect on the development of further business.
EDPR mitigates this risk by having development activities in 11 different countries (Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil) with a portfolio of projects in several maturity stages. EDPR has a large pipeline located in the most attractive regions providing a "buffer" to overcome potential delays in the development of new projects, ensuring growth targets. For this high quality pipeline is worth to highlight EDPR's early mover status in the majority of its markets and the partnerships created with strong local expertise in the develapment and constructian of wind farms.
Wind farms output depend upon the availability and operating performance of the equipment necessary to operate it, mainly the components of wind turbines and transformers. Therefore the risk is that the performance of the turbine does not reach its optimum implies that the energy output is not the expected. The best indicator to measure the WTG performance is the availability level - the period of time it was actually available to operate within that period and delivering the agreed power curve.
EDPR mitigates this risk by using a mix of turbine suppliers which minimizes technological risk, by signing a medium-tem full-scope maintenance agreement with the turbine supplier and by an adequate preventive and scheduled maintenance. Additionally, technical waranties are signed with the turbine suppliers, in order to guarantee that the performance of the turbine will be optimum. After this period, O&M is usually contracted with an external company, but a technical assistance agreement is also signed with the turbine supplier.
Most recently, and following the generol trend in the wind sector, EDPR is externalizing some pure technical O&M activities of its wind farms. Through EDPR Dispatch Center, the Company remotely controls all its wind farms reacting on real time to grid requirements and by gathering all the 24-day operating data it is increasing its know-how in managing core O&M activities.
The Audit and Control Committee is responsible for proposing to the Board of Directors for submission to the General Meeting the appointment of the Company auditors and the terms of their contracts, scope of their duties and revocation and renewal of their contracts.
In order to protect the External Auditor independence, the following competences of the Audit and Control Committee were exercised during 2010:
EDPR's External Auditor is, since the year 2007, KPMG Auditores S.L., therefore there is still no need to rotate the auditor according to Recommendation III.1.3 af the Portuguese Corporate Gavernance Code.
In 2010, according to the Audit and Control Cammittee's competences and in line with Recommendations II.4.4 and II.4.5, it was the corporate body in charge of the permanent contact with the external auditor an matters that may pose a risk to their independence and any other matters related to the auditing of accounts. It also receives and stores information on any other matters provided for in legislation on auditing standards in effect at any time.
The Audit and Control Committee assessed the performance of the external auditor in providing the services hired by the Company and made a pasitive evaluation of their quality, considering that they meet applicable standards and that it is advisable to maintain the same auditor.
The work of the external auditor, including reports and audits of its accounts, was supervised and evaluated in accordance with applicable rules and standards, in particular international auditing standards. The external auditor in coordination with the Audit and Control Committee verifies the implementation of remuneration policies and the efficiency and functioning of internal control mechanisms. The external auditor reports to the Audit and Control Committee all the shortcomings.
Since the beginning of trading on the Eurolist by Euronext Lisbon, it has sought to introduce measures to ensure its good governance and that of its companies, including the prevention of improper practices, especially in the fields of accounting and finance.
The Board of Directors of EDPR therefore decided to provide its employees with a direct, confidential communication channel for them to report any presumed unlawful practices or alleged accounting or financial irregularities occurring in their company. These communications go directly to the Audit and Control Committee,
EDPR creation of this channel for whistle-blowing on irregularities in financial and accounting practices is essentially intended:
· To enable any employee to freely report his/her concerns in these areas to the Audit and Control Committee;
· To facilitate early detection of irregularities that, if they occurred, might cause serious losses to the EDPR Group and its employees, customers and shareholders.
Contact with the Company's Audit and Control Committee is only possible by email and post, and access to information received is restricted.
Any complaint addressed to the Audit and Control Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. \$/he will be assured that the Company will not take any retaliatory or disciplinary action as a result of exercising his/her right to blow the whistle on irregularities, provide information or assist in an investigation.
The Secretary of the Audit and Control Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2010 there were no communications regarding any irregularity at EDPR.
EDPR is governed by a strong sense of ethics, whose principles are embodied in the day-to-day activities of its employees, occording to ethical proctices generally considered to be consensual but which, for reasons of appropriote disclosure, tronsparency and impartiality, the compony decided to provide details on.
For that purpose, EDPR developed and approved a global Code of Ethics, to be adopted by all company's employees, without prejudice to other legal or regulating provisions. EDPR Employees' must comply with the Code of Ethics and with the approved corporate policies, which provide those practices ond should follow main principles such as:
The Code of Ethics has been disseminated to oll employees.
A "whistle-blowing" e-mail channel is avoilable at the Company's Intronet. It allows a direct and confidential communicotion of any presumably illegol practice and/or of ony alleged accounting or finoncial iregularity occuring within the compony. A "Code of Ethics" e-mail channel is olso ovailoble for the communication of any breach to the Code articles.
The General Meeting of Shareholders is a meeting of shareholders that, that when properly convened, has the power to deliberate and adopt, by majority, decisions on matters that the law and Articles of Association reserve for its decision and are submitted for its approval. In particular, it is responsible for:
The decisions of the General Meeting are binding on all shareholders, including those voting against and thase who did not participate in the meeting.
A General Meeting may be ordinary or extraordinary. In either case, it is governed by the law and Articles of Association.
An Ordinary General Meeting must be held in the first six (6) months of each year to review of the performance the company management, approve the annual report and accounts for the previous year and the proposal for appropriation of profits and approve the consolidated accounts, if appropriate. The General Meeting also decides on any other matters falling within its powers and included on the agenda;
An Extraordinary General Meeting is any meeting other than that mentioned above.
All shareholders, irrespective of the number of shares that they own, may attend a General Meeting and take part in its deliberations with right to speak and vote.
In order to exercise their right to attend, shareholders must have their shares registered in their name in the Book Entry Account at least five (5) days in advance of the date of the General Meeting.
Moreover, although there is no express provision on the matter in the Articles of Association, in the event of the suspension of a General Meeting, EDPR plans to adopt Recommendation 1.2.2 of the Portuguese Corporate Governance Cade and not require the blocking of shares more than five days in advance.
Any shareholder with the right to attend may send a representative to a General Meeting, even if this person is not a shareholder. Power of attorney is revocable. The Board of Directors may require shareholders' power of attorney to be in the Company's possession at least two (2) days in advance, indicating the name of the representative.
Power of attorney shall be specific to each General Meeting, in writing or by remote means of communication, such as post.
Each share entitles its holder to one vote.
Shares issued without this right do not have voting rights, with the exception of cases set forth by curent legislatian.
There is no employee share-owning system at EDPR and so no relevant control mechanisms on the exercise of voting rights by employees or their representatives have been set up.
Shareholders may vote on points on the agenda, relating to any matters of the Shareholder's competence, by mail or electronic communication. It is essential for their validity that they be received by the company by midnight of the day before the date scheduled for the first calling to order of the General Meeting.
Votes by mail shall be sent in writing to the place indicated on the invitation to the meeting accompanied by the documentation indicated in the Shareholder's Guide.
In order to vote by electronic communication, shareholders must express this intention to the Chairperson of the General Meeting of the in the form indicated in the invitation to the meeting, sufficient time in advance to permit the vote within the established time limit. They will then receive a letter containing a password for voting by electronic communication within the time limit and in the form established in the call of the General Meeting.
Remote votes can be revoked subsequently by the same means used to cast them within the time limit estoblished for the purpose or by personal attendance of the General Meeting by the shareholder who cast the vote or his/her representative.
The Board of Directors has approved a Shareholder's Guide for the first General Meeting, detailing mail and electronic communication voting forms among other matters. It is at shareholders' disposal at www.edprenovaveis.com.
Both ordinary and extraordinary General Meetings are validly constituted when first called if the Sharehalders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. On the second call the General Meeting will be validly constituted regardless of the amount of the capital present in order to comply with the minimum established under the Spanish Companies Law.
Nonetheless, to validly approve the issuance of bonds, the increase or reduction of capital, the transformation, merger or spin-off of the Company, and in general any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders' Meeting will need: on the first call, that the Shareholders, either present or represent at least fifty percent (50%) subscribed voting capital and on the second call, that the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital.
In the event the shareholders attending represent less than fifty percent (50%) of the subscribed voting capital, the resolutions referred to in the previous paragraph will only be validly adopted with the favourable vote of two-thirds(2/3) of the present or represented capital in the General Meeting.
The Chairperson of the General Meeting is appointed by the meeting itself and must be a person who meets the same requirements of independence as for independent Directors. The appointment is for three years and may be re-elected once only.
Since June 4th 2008, the position of Chairperson of the General Meeting has been held by Rui Chancerelle de Machete, whose work address is PLMJ, A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice e Associados, RL, Av. da Liberdade, 224, Editício Eurolex, 1250-148 Lisboa, Portugal.
In addition to the Chairperson, the Boord of the General Meeting is made up of the Chairperson of the Board of Directors, or his replacement, the other Directors and the Secretary of the Board of Directors.
The position of Secretary of the General Meeting is occupied by the non-member Secretary of the Board of Directors, Emilio García-Conde Noriega, whose work address is that of the Company.
The Chairperson of the General Meeting of EDPR has the appropriate human and logistical resources for his needs, considering the economic situation of EDPR, in that, in addition to the resources from the Company Secretary and the legal support provided for the purpose, the Company hires a specialized entity to collect, process and count votes.
In 2010, the remuneration of the Chairperson of the General Meeting of EDPR was EUR 15,000.
Given that EDPR is a listed company on Eurolist by Euronext Lisbon, shareholders have access to corporate governance information at www.edprenovaveis.com. Extracts of General Meeting minutes and the invitation, agenda, motions submitted to the General Meeting and forms of participation shall be placed at shareholders' disposal five (5) days after they are held.
Given the personal nature of the information involved, the history does not include attendance lists at general meetings, although, in accordance with CMVM Circular nr. 156/EMIT/DMEI/2009/515, when General Meetings are held, EDPR plans to replace them by statistical information indicating the number of shareholders present and distinguishing between the number of physical presences by mail.
EDPR therefore publishes on its website an extract of the minutes of General Meetings with all information on the constitution of the General Meeting and decisions made by it, including motions submitted and any explanations of votes.
The website also provides EDPR shareholders with information on: i) requirements for participating in the General Meeting, ii) mail and electronic communication votes iii) information available at the registered office.
The Company has taken no defensive measures that might seriously affect its assets in any of the cases of a change in control in its shareholder structure or the Board of Directors.
The Articles of Association contain no limitations on the transferability of shares or voting rights in any type of decision and no limitations on membership of the governing bodies of EDPR. Neither are there any decisions that come into effect as a result of a takeover bid.
The fact that the Company has not adopted any measures designed to prevent successful takeover bids is therefore in line with Recommendation 1.6.1 of the CMVM Code of Corporate Governance
On the ather hand, EDPR has not entered into any agreements (current or future) subject to the condition of a change in control of the Company, other than in accordance with normal practice in case of financing of certain wind farm projects by some of its group companies.
Finally, there are no agreements between the Company and members of its Board of Directars or managers providing for compensation in the event of resignation of discharge of Directors or in the event of resignation, dismissal without just cause or cessation of the working relationship following a change in control of the Company.
On April 13th 2010, taok place in Oviedo the Ordinary General Meeting of Shareholders of the company "EDP Renováveis, S.A.".
The Meeting's validity was ascertained by the meetings' President, and the definitive quorum of members was:
56 shareholders were present, holding 4,116,370 shares making up for 0,472% of the share capital, and
62 shareholders were represented, holding 695,343,366 shares making up for 79.713% of the share capital.
A total of 118 shareholders attended the General Meeting, including those present and those represented, holding a total of 699,459,736 shares which consitiutes a nominal amount of EUR 3,497,298,680 of the share capital, that is, 80.185% of the mentioned share capital.
The ten proposals submitted to approval at the General Meeting were all approved. Extracts of the 2010 General Meeting minutes and the invitation, agenda, motions submitted to the General Meeting and forms of participation are available at the company's website www.edprenovaveis.com.
Pursuant to Article 26 of the Company's Articles of Association, the remuneration of the members of the Board of Directors shall consist of a fixed amount to be determined by the General Meeting for the whole Directors and expenses for attending Board meetings.
The above article also establishes the possibility of the Directors being remunerated with Company shares, share options or other securities granting the right to obtain shares, or by means of share-indexed remuneration systems. In any case, the system chosen must be approved by the General Meeting and comply with current legal provisions.
The Nominations and Remunerations Committee is responsible for proposing to the Board of Directors, although not bindingly, the system, distribution and amount of remuneration of the Directors on the basis of the overall amount of remuneration authorized by the General Meeting, It can also propose to the Board the terms of contracts with the Directors. The distribution and exact amount paid to each Director and the frequency and other details of the remuneration shall be determined by the Board on the basis of a proposal from the Nominations and Remunerations Committee.
The maximum remuneration approved by the General Meeting of Shareholders for 2010 for all the members of the Board of Directors is EUR 2,500,000.
The remuneration of the Executive Committee is built in three blocks: fixed remuneration, annual and multi-annual bonus.
The annual bonus is defined as a maximum of 80% of the annual salary and is calculated based on the following indicators in each year of their term: {i} relative performance of total shareholder return of EDPR vs. capital market indexes and peer performance; (ii) return on invested capital; (iii) additional installed capacity (MW); (iv) net profits and EBITDA growth in 2010.
The multi-annual bonus is defined as a maximum of 120% of the annual salary and is calculated based on the same drivers as for annual bonus but measured on a multi-year timefrome to be paid at the end of the period ond with additionol environmental and social perspectives including, (i) the performance of the Sustainobility Index applied to EDPR (DJSI method), (ii) EDPR Group's image in the national and international markets (through brand audit and surveys), (lil) its copacity to change and adapt to new market requirements (through surveys), (iv) fulfillment of strategic national and internatianal targets.
The remuneration to the CEO was paid directly by EDPR while for the other members of the Executive Committee there was no direct payment to its members.
Although the remuneration for all the members of the Board of Directors is provided for, the members of the Executive Committee, with the exception of the CEO (who devotes most of his/her work to the octivity of EDPR) are not remuneroted.
This corporate governance practice of remuneration is in line with the model adopted by the EDP Group, in which the executive Directors of EDP do not receive any remuneration directly from the group companies on whose governing bodies they serve, but rother through EDP.
Nonetheless, in line with the above corporate governance practice, EDPR has signed an Executive Management Services Agreement with EDP, under which the Company bears the cost for the render of those services corresponding to the remuneration defined for the executive members of the Board of Directors.
The non-executive Directors only receive a fixed remuneration, which is calculated on the basis of their work exclusively as Directors or cumulatively with their membership on the Nominations ond Remunerations Committee, Related Party Tronsactions Committee and the Audit and Control Committee.
EDPR has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its Directors. No Director has entered into any contract with the company or third parties that have the effect of miligating the risk inherent in the variability of the remuneration established by the company
The remuneration of the members of the Board of Directors for the year ended on December 31st 2010 was as follows:
| Euros | ||||||
|---|---|---|---|---|---|---|
| Remuneration | Variable | |||||
| Fixed | Annual Multi-annual | Total | ||||
| Executive Directors | ||||||
| António Mexio * | ||||||
| Ana Maria Fernondes (CEO)* |
384.000 208.939 - | 592.939 | ||||
| Antonio Morrins 00 Costa* |
||||||
| João Manso Neto* | ||||||
| Nuno Alves* | ||||||
| Non-Executive Directors | ||||||
| António Nagueira Leite 60.000 | 20.000 | |||||
| Daniel M. Kammen | 45.000 | 45.000 | ||||
| Francisco José Queiroz | ||||||
| de Barros de Lacerda | 60.000 | 60.000 | ||||
| Gilles August | 45.000 | 45.000 | ||||
| Joãa Lopes Raimunda 55.000 | 55.000 | |||||
| Jaão Manuel de Mella | ||||||
| Franco | 80.000 | 80.000 | ||||
| Jorge Santos | 60.000 | 60.000 | ||||
| José Araúja e Silva | 0 | 0 | ||||
| José Silva Lopes | 60.000 | 80.000 | ||||
| Menéndez Manuel Menéndez |
45.000 | 45.000 | ||||
| Caldeira Rafael Valverde |
55.000 | 55.000 | ||||
| Total | 949.000 208.939 | 1.157.939 |
* With exception of the CEO, the members of the Executive Committee have not received any remuneration from EDPR. EDPR has entered in an Executive Management Services Agreement with EDP pursuant to which EDPR is due to pay to EDP an amount of EUR 836,400 for the management services rendered by EDP in 2010.
The retirement savings plan for the members of the Executive Committee acts as an effective retirement supplement and corresponds to 5% of their annual salary.
The Directors do not receive any relevant non-monetary benefits as remuneration.
Additionally the remuneration of the members of the Management Team, excluding the Chief Executive Officer, was as follows:
| Euros | |||||
|---|---|---|---|---|---|
| uneration | Fixed | Variable | |||
| Annua | Multi-annual | Total | |||
| Management Team | 954.662 | 297.000 | 1.251.662 |
The Nomination and Remunerations Committee assists and reports to the Board of Directors about the remunerations of the Board and the Management Team, proposing to the Board, within the limits established in the Articles of Association, the remuneration system, distribution method and amounts payable to the Directors that must be submitted to the approval of the General Meeting of Shareholders. This committee defines the remuneration and is sought to ensure that it reflects the performance of all members in each year (variable annual remuneration) and their performance throughout the term of their office by means of a variable component consistent with the maximization of the Company's long-term performance (multiannual variable remuneration). This is intended to ensure the alignment of the Board of Directors' performance with the shareholders' interests. A statement on remuneration policy will be submitted to the next General Meeting of Shareholders, for approval.
The General Meeting is responsible for appointing the Board of Directors, which appoints the Nominations and Remunerations Committee, who is part of the Board and responsible for submitting the statement on remuneration policy for the Company's corporate bodies.
One of the General Meeting's duties includes appraising the above mentioned statement.
Pursuant to Article 164 of the Spanish Companies Law, the General Meeting evaluates the performance of the company's management and makes an annual decision on whether to maintain confidence, or not, in their members.
At least one of the members of the Nominations and Remunerations Committee will be present or represented at the General Meeting of Shareholders of EDPR.
The Company has not approved any plans for share remuneration or share purchase options or plans based on share price fluctuations.
For the year ended on December 31st 2010, the fees paid to KPMG Auditores, S.L. for the audit and statutory audit of accounts and financial statements, other assurance and reliability services, tax consultancy services and other services unrelated to statutory auditing are as follows:
| Values in € | Portugal Spain | Brazil USA USA | Other | Total | ||
|---|---|---|---|---|---|---|
| 193.000 | 689,856 | 69,479 727,908 221,211 1,901,454 | ||||
| 209,500 | 51.790 | - | 174,196 | 12,950 | 448,436 | |
| Sub-tatal audit related services | 402,500 | 741,646 | 69.479 | 902,104 | 234,161 2,349,890 | |
| 17,000 | 481.402 | 498,402 | ||||
| 800 | 800 | |||||
| Sub-total nan-audit related services | 800 | 17.000 | 481.402 | 499,202 | ||
| Total |
(*) the fees regarding the inspection of the Internal Control System (SCIRF) of EDPR EU (EUR 100.000) and of EDPR NA (EUR 100.000) are allocated to Portugal, as their invoices were issued in this country.
In EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection of the External Auditor and any related entity for non-audit services, according to Recommendation III.1.5 of the Portuguese Corporate Governance Code. This policy was stictly followed during 2010.
The shares representing 100% of the EDPR share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on June 4th 2008. The then the free float level is unchanged at 22.5%.
| EDP Renováveis, S.A. | ||||
|---|---|---|---|---|
| Shares | ||||
| Share Capital | € 4,361,540,810 | |||
| Nominol Share Value | € 5 00 | |||
| Number of Shares | 872,308,162 | |||
| Date of IPO | June 4*, 2008 | |||
| NYSE Euronext Usban | ||||
| Reulers RIC | EDPR.LS | |||
| Blaomberg | EDPR PL | |||
| ורואל | E50127797019 |
EDPR's equity market value at December 31st 2010 was EUR 3.8 billion. In 2010 the share price deprecioted by 35% to EUR 4.34 per share, underperforming the PSI-20 (the NYSE Euronext Lisbon reference index), the Euronext 100 and the Dow Jones Eurostoxx Utilities ("SX6E"). The year's low was recorded on November 30″ (EUR 3.72) and the year's high was reached on January 8″ (EUR 7.01).

In 2010 were traded more than 311 million EDPR shares, representing a 21% year-on-year increase in its liquidity, and corresponding to a turnover of approximately EUR 1.5 billion. On average, 1.2 million shares were traded per day. The total number of shores traded represented 36% of the total shares admitted to trading and to 159% of the company's free float, translating in the higher liquidity level since the IPO.

| Capital Market Indicators | 2010 | 2009 | 2008 |
|---|---|---|---|
| EDPR shares In NYSE Euronext Usbon | |||
| Opening price" (€) | 6.63 | 5.00 | 8.00 |
| Closing price (€) | 4.34 | ୧ ୧୧3 | ર 00 |
| Peak price (€) | 7.01 | 775 | 8.00 |
| Minimum pnce (€) | 3.72 | 5.00 | 3.45 |
| Variation in share price and reference Indices | |||
| EDP Renovoveis (%) | -35% | 33% | -37% |
| PS120 (%) | -10% | 33% | -51% |
| Dow Janes Eurastoxx Ulilities [%] | -15% | -1% | -38% |
| Euronext 100 (%) | 1% | 25% | -45% |
| Liquidity of EDPR shares on the morket | |||
| Valume in NYSE Euronex- (€ million) | 1.539 | 1.676 | 1.646 |
| Daily average volume (€ million) | 6.0 | 6.4 | 110 |
| Number of shores traded (millian) | 311 | 257 | 216 |
| Average number of shores traded (thausand) | 1.211 | 885 | 1.459 |
| Tatal shares issued (million) | 1872 | 872 | 872 |
| Number of own shares | 0 | 0 | C |
| Free flaot | 196 | - 196 | 196 |
| Annual rototion of capital (% of fotal shores) | 36% | 29% | 25% |
| Annual rotation of copital (% of Iree-float) | 159% | 131% | 110% |
| EDPR market value | |||
| Market capitalization at end of period (€ million) | 3.783 | 5,783 | 4.364 |
| (*) January 181, 2009 and June 4th, 2008, respectively |
The graph below shows the evolution in EDPR prices over the year and all announcements and relevant events that may hod impact on them.

| Date | Description | Share Price | |
|---|---|---|---|
| 8/100 | EDPR awarded 1.3 GW of wind offshare copocity in the LK | 7.01 | |
| 2 25/Jan EDPR signed a long-term agreement to sell green certificates in Paland | 6.38 | ||
| 3 27/Jan EDPR entered the Ilalian market through the acquisition af 520 MW to be developed | 6.44 | ||
| য | 3/Feb | EDPR disclosed 2009 provisional dota | 6.18 |
| 5 17/Feb EDPR signs a Pawer Purchase Agreement (PPA) with Tennessee Valley Authority in the United States | 5.76 | ||
| ર્દ | 25/Feb EDPR announced 2009 results | 5,97 | |
| 7 | 12/Apr EDPR was awarded a REC contract by NYSERDA | 5.96 | |
| ಹ | 13/Apr EDPR Annual Shareholder Meeting | 5.90 | |
| 9 22/Apr EDPR disclosed 1Q2010 provisionol data | 5,37 | ||
| 10 26/Apr EDPR awarded Vestas a procurement cantract la deliver up to 2.1 GW of wind capacily | 5.12 | ||
| 11 5/May EDPR announced 1Q2010 results | 5.10 | ||
| 12 19/May EDPR holds its first Investar Day in Lisbon | 4,65 | ||
| 13 28/5/1 - EDPR luly clased Ventall institutional partnership structure Inrough the sate anounting to \$14 imilian | 4.98 | ||
| 14 2/Jul | Spanish Gavernment and Spanish wind association reach a long term agreement | 4.80 | |
| 15 6/Jul | Government of Cantabria awards 220 MW Ta EDPR | 5.09 | |
| 16 8/Jul | Romania approves new wind regulation | 5 13 | |
| 17 13/Jul | EDPR discloses relevant short position | 5.02 | |
| 18 14/Jul | EDPR disclosed its IH2010 provisianal data | 5.05 | |
| 19 28/Jul EDPR disclosed its 1H2010 financial results | 4,70 | ||
| 20 27/Sep EDPR establishes new institutional partnership structure incorporating the cash gront in lieu of PC for 9 mw in the US | 4,10 | ||
| 21 30/Sep EDPR executes 535 million Zlotys project finance for 120 MW in Poland | 4,15 | ||
| 22 14/Oct EDPR disclosed its 9M2010 previsional data | 4.06 | ||
| 23 3/Nov EDPR disclosed its 9M2010 financial results | 4.12 | ||
| 24 15/Nov EDPR signs new PPA for 99 MW in the US | 3,97 | ||
| 25 30/Nov EDPR signs new PPA for 83 MW in the Us | 3.72 | ||
| 26 8/Dec Spanish Government publishes new Royal Decree providing regulative to the wind energy sector | 4.24 | ||
| 27 9/Dec EDPR establishes new institutional partners structure incarporating the cash gram in lieu of PC for IDI NW in the US | 4 25 | ||
| 28 13/Dec EDPR signs new PPA tor 198 MW in the US | 4,44 | ||
| 29 16-dic | EDPR secures new PPA for 175 MW in the US | 4.39 | |
| 30 20-dic US approves the extension of the ITC cash reimbursement | 4,43 |
The distribution of dividends must be proposed by EDPR's Board of Directors and authorized by a resolution approved in the Company's Shareholders Meeting.
In keeping with the legal provisions in force, namely the Spanish Companies Law, the EDPR Articles of Association require that profits for a business year consider:
· The amount required to serve legal reserves;
· The amount agreed by the same General Meeting to allocate to dividends of the outstanding shares;
· The amount agreed by the General Meeting to constitute or increase reserve funds or free reserves;
· The remaining amount shall be booked as surplus.
The expected dividend policy of EDPR, as announced in the IPO, is to propose dividends' distribution each year representing at least 20% of EDPR's distributable profit. Also as announced in the IPO, EDPR Board of Directors can adjust this dividend policy as required to reflect, among other things, changes to our business plan and our capital requirements, and there can be no assurance that in any given year a dividend will be proposed or declared.
In view of the current economic and regulatory environment in the countries in which EDPR holds investments, of the net results obtained in fiscal year 2010 and of the revised business plan and capital requirements associated to it in a harder financial environment, the Board of Directors will propose at the Shareholder's Meeting, to be held in 2011, to retain the 2010 results as voluntary reserves.
The Communicotion Policy of EDPR seeks to provide to shareholders, potential investors and stakeholders all the relevant information about the Company and its business environment. The promotion of transparent, consistent, rigorous, easily occessible and high-quality information is of fundamental importance to an accurate perception of the company's strategy, financial situation, accounts, assets, prospects, risks and significant events.
EDPR therefore look for to provide investors with information that can support them make informed, clear, concrete investment decisions.
An Investor Relations Office was created to ensure a direct and permanent contact with all market related agents and stakeholders, to guarantee the equality between shareholders and to prevent imbalances in the information access.
EDPR make use of its corporate website as a major channel to publish all the material information and ensures that all the relevant information on its activities and results is always upto-date and available.
The EDPR Investor Relations Department (IRD) acts as an intermediary between the EDPR management team and a vast universe of shareholders, financial analysts, investors and the market in general. Its main purposes are to guarantee the principle of equality among shareholders, prevent asymmetries in access to information by investors and reduce the gap in the perception of the company's strategy and intrinsic value. This department is responsible for developing and implementing the company's communication strategy and maintaining an appropriate institutional and informative relationship with the financial market, the stock exchange at which EDPR shares are traded and their regulatory and supervisory bodies (CMVM – Comissão do Mercado de Valores Mobiliários in Portugal and CNMV – Comissión Nacional del Mercado de Valores in Spain).
The Investor Relations Department is coordinated by Mr. Rui Antunes and is located at the company's Madrid office. Its contact details are as follows:

In 2010, EDPR has promoted and participated in several events, namely roadshows, presentations, conferences, meetings and conference calls, where apart from reinforcing its relationship with investors had the opportunity to introduce the Company and to answer queries about its strategy, pertormance and business environment. More than 400 meetings were held
with institutional investors in the main financial cities of Europe and of the US as well as in the Company's Offices, being it a strong evidence of investor's high interest in the company and its business environment.
It is also worth highlight the completion of the company's first Investor Day, which was held on May 21st 2010 in Cascais, Portugal, where the company Management Team took the opportunity to update investors and analysts about its strategy, outlook and follow-up of its business areas.
EDPR usually publishes its price sensitive information before the opening of the NYSE Euronext Lisbon stock exchange through CMVM's information system, makes it available on the website investors' section and sends it by e-mail for the department mailing list.
On each earnings announcement, a conference call with webcast access was promoted, at which the Company's management updated on EDPR's activities. On each of these events, shareholders, investors and analysts had the opportunity to directly submit their questions and to discuss EDPR's results as well the company's outlook.
The Department remained in permanent contact with the finoncial andlysts who evaluate the company and with all shareholders and investors by e-mail, phone or face-to-face meetings. In 2010, os far as the company is aware of, were issued by sell-side analysts more than 200 reports evaluating its performance.
As a world leoder in renewable energy and being one of the biggest listed companies in the sector, EDPR is permanently under analysis and valuation.
At the end of the 2010, as far as the company is aware of, there were 29 institutions elaborating research reports and following actively the Company's activity. As of December 315 2010, the average price target of those analysts was of € 6.03 per share with most of them reporting positive recommendations on EDPR's share: 21 Buys, 7 Neutrals and only 1 Sell.
| Company | Analysl | Price Target Recommendation . Date | ||
|---|---|---|---|---|
| Goldman Sachs | Mariano Alarco | રે છે. કે છે | BUY | 16/Dec/10 |
| Margan Stanley | Allen Wells | 6.10 | Overweighl | 15/Dec/10 |
| Caxa BI | Helena Barbasa | ર રેડ | Buy | 14/Dec/10 |
| Société Générole Didier Laurens | 5.80 | Buy | 13/Dec/10 | |
| Fidentiis | Daniel Rodríguez | 600 | Buy | 10/Dec/10 |
| UBS | Alberto Gandolfi | 5.00 | Buy | 7/Dec/10 |
| Deutsche Bank | Virginia Sanz de Madrid | 6.50 | Hold | 26/Nov/10 |
| BP | Bruna Almeida da Silva | 6.35 | Buy | 19/Nov/10 |
| Citigraup | Manuei Palomo | 5.40 | Buy | 18/Nov!10 |
| BCP | Vanda Mesquila | 675 | Buy | 16/Nov/10 |
| RBS | Chris Rogers | 5.90 | Buy | 11/Nov/10 |
| Redbum Partners | Archie Fraser | 7 46 | BUY | 10/Nav/10 |
| Arkean Finance | Alexandre Koller | 4.20 | Sell | 9/Nov/10 |
| JP Morgan | Sarah Laituna | 5.90 | Overweight | 5/Nov/10 |
| BES | Fernando García | 6.30 | Arra | 5/Nov/10 |
| BNP Panbas | José Femandez | 4.90 | Neutral | 4/Nov/10 |
| Berenberg | Benita Barretlo | 5.50 | By | 4/Nov/10 |
| Barclays Capital | Rupesh Madlani | 6.50 | Equalweight | 4/Nov/10 |
| BOAML | Matthew Yales | 6.40 | BJY | 3/Nov/10 |
| Natious | Céline Chérubin | 4.00 | Neutral | 29/Oct/10 |
| Credit Sursse | Mario Eulália Izquierda | 5.30 | Outperform | 29/Oct/10 |
| HSBC | James Magness | 7.25 | Overweight | 18/Oct/10 |
| Santonder | Jaaquin Ferrer | 7.00 | By | 24/Sep/10 |
| Nomura | Roímundo Femandez-Cuesto 5.75 | Neutrol | 6/Sep/10 | |
| Sabadel | Jarge Ganzalez | 6.77 | BUY | 30/Jul/10 |
| Unicredit | Javier Suárez | 5.50 | Hold | 28/Jul/10 |
| Banesta | José Brilo Correig | 6.61 | Overweight | 22/Jun/10 |
| BBVA | Daniel Oriea | 7.90 | Outperform | 10/Jun/10 |
| Mocquarie | Shoi Hill | 5.40 | Neutral | 7/May/10 |
EDPR considers online information a powerful tool in the dissemination of material information updating its website with all the relevant documents. Apart from all the required information by CMVM regulations, the Company website also carries financial and operational updates of EDPR's activities ensuring all an easy access to information.
| Portuguese English Spanish | |||
|---|---|---|---|
| Identificolion of the compony | 2 | V | |
| Financial statements | 1 | ||
| Requlations of the management and supervisory bodies | 1 | 2 | |
| Audit ond Control Commiliee Annual report | |||
| Investor Relations Deportment - functians ond cantact details | 1 | ||
| Arlicles of association | 11 | 1 | |
| Colendar of company events | 1 | 1 | |
| Invitation to General Meeting | |||
| Proposal submitted for discussion and voling at General Meetings i | V | 1 | |
| Minutes of the Generol Meeting af Shareholders | V | V | |

| Name | Position |
|---|---|
| ANTONIO MEXIA | |
| CEO af EDP - Energias de Partugal, S.A. | |
| ANA MARIA FERNANDES | |
| Director of EDP - Energias de Portugal, SA | |
| ANTONIO MARTINS DA COSTA | |
| CEO and Vice-Chairperson of EDP Energias do Brasil, SA | |
| CEO and Chairpersan of Harizon Wind Energy LLC | |
| Director of EDP - Energias de Portugal, SA | |
| JOAO MANSO NETO | |
| Chairperson of the Executive Committee of EDP Produção | |
| CEO and Vice-Chairperson of Hidroeléctrico del Cantábrico, SA | |
| Member of the Executive Board of Directors of EDP - Energias de Portugal, SA | |
| NUNO ALVES | |
| Executive Director of Millennium BCP Investimento, responsible for BCP Group | |
| Treasury and Copitol Markets | |
| Member of the Executive Board of Directors of EDP - Energias de Portugal, SA (CFO) | |
| ANTONIO NOGUEIRA LEITE | |
| Director of the Instituto Português de Relações Internacionais, UNL | |
| Director of Reditus, SGPS, SA | |
| Monoging Director José de Mello, SGPS, SA | |
| Director of Companhia União Fabril CUF, SGPS, SA | |
| Director of Quimigol, SA | |
| Director of CUF - Químicos Industriais,SA | |
| Director of ADP, SA-CUF Adubos | |
| Director of Sociedades de Explosivos Civic, SEC, SA | |
| Director of Brisa, SA | |
| Director of Efacec Copital, SGPS, SA | |
| Director of Comitur, SGPS, SA | |
| Director of Comitur Imobiliária, SA | |
| Director af Expocamitur - Pramoções e Gestão Imobiliaria, SA | |
| Director of Herdade do Vale da Fante - Sociedade Agricola, Turística e Imobiliária, | |
| SA | |
| Director of Sociedade Imobiliária e Turística do Cojo, SA | |
| Director af Sociedade Imobiliária da Rua das Flores, nº 59. SA | |
| Director of José de Mello Soude, SGPS, SA | |
| Vice-Chairperson of the Advisory Board of Banif Banco de Investimentas | |
| Chairpersan of the General Supervisory Board of Opex, SA | |
| Member af the Advisory Board af IGCP | |
| Vice-Chairperson of Fórum paro a Competitividade | |
| lame | Position |
|---|---|
| Director of José de Mello Investimentos, SGPS, SA | |
| Director of Fundaçãa de Aljubarrota | |
| Chairperson of Associação Oceano XXI (cluster da Mor) | |
| DANIEL M. KAMMEN | |
| Faunding Director of Renewable and Appropriate Energy Loboratory (RAEL) of | |
| University of Colifarnia, Berkeley | |
| Lecturer in Nuclear Energy at the University of California, Berkeley | |
| Lecturer in the Energy ond Resources Group at University of California, Berkeley | |
| Lecturer in public policy at Galdman School of Public Policy at University of | |
| Californio, Berkeley | |
| Co-Director of the Berkeley Institute of the Environment | |
| Member of the Executive Committee of Energy Biosciences Institute | |
| FRANCISCO JOSE QUEIROZ DE |
|
| BARROS DE LACERDA | |
| Director of Banco Comercial Português, SA and several subsidiories | |
| Director of Mogue - SPGS, SA | |
| GILLES AUGUST | |
| Co-founder of August & Debouzy. He naw manages the firm's carporate | |
| department. | |
| JOAO LOPES RAIMUNDO | |
| Choirperson of the Board af Banque BCP Luxembourg | |
| Chairperson of the Boord of Directars of Banque BCP France | |
| Director of Banque Orive BCP Switzerland | |
| Managing Director of Banca Camercial Português | |
| Vice-Chairpersan af the Board of Millenniun Angala | |
| Director af Banco Millennium BCP de Investimento | |
| Vice-Chairperson of the Board of Millennium Bank, NA (USA) | |
| JOÃO MANUEL DE MELLO FRANCO | |
| Director of Partugal Telecam SGPS, SA | |
| Choirperson of the Audil Committee of Portugol Telecom SGPS, SA | |
| Member of the Remunerations Committee of Portugal Telecom SGPS, SA | |
| Member of the Evaluation Committee of Partugal Telecom SGPS, S.A. | |
| Member of the Corporate Governance Committee of Portugal Telecam SGPS, SA | |
| JORGE SANTOS | |
| Full Professor of Economics at Instituto Superiar de Economia e Gestão, da | |
| Universidade Técnica de Lisbaa | |
| Member of the Assembly of Representatives of Instituta Superior de Econamio e | |
| Gestão da Universidade Técnica de Lisboa | |
| Coordinatar of the PhD course in Economics at ISEG | |
| JOSÉ ARAÚJO E SILVA | |
| Director of Corticeira Amorim, SGPS, SA | |
| Member of the Executive Committee af Corticeira, SGPS, SA | |
| Director of Caixa Geral de Depósitas | |
| JOSÉ SILVA LOPES | |
EDP Renováveis – 2010 Corporate Governonce Report
| Name | Position |
|---|---|
| Chairperson af the Board of Directors Montepio Geral | |
| MANUEL MENÉNDEZ MENÉNDEZ | |
| Director of EDP - Energios de Portugal, SA | |
| Chairperson of Cajastur | |
| Chairperson of Hidroeléctrica del Cantábrico, SA | |
| Chairperson of Naturgas Energia, SA | |
| Director of EDP Renewables Europe, SL | |
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |
| Member of the Board of Confederación Española de Cojas de Ahorro | |
| Member of the Board of UNESA | |
| RAFAEL CALDEIRA VALVERDE | |
| Vice-Chairperson of the Board af Directars Bonco Espirito Santo de Investimento. SA | |
| Member of the Execulive Committee of Banco Espirito Santo de Investimento. SA |
IN COMPANIES NOT BELONGING TO THE SAME GROUP AS EDP RENOVÁVEIS, S.A.
| Name | Position |
|---|---|
| ANTÓNIO MEXIA | |
| N/A | |
| ANA MARIA FERNANDES | |
| N/A | |
| ANTONIO MARTINS DA COSTA | |
| N/A | |
| JOÃO MANSO NETO | |
| N/A | |
| NUNO ALVES | |
| N/A | |
| ANTÓNIO NOGUEIRA LEITE | |
| Director of the Instituto Português de Relações internocionois, UNL | |
| Director of Reditus, SGPS, SA | |
| Monaging Director José de Mello, SGPS, SA | |
| Director of Companhia União Fabril CUF, SGPS, SA | |
| Director of Quimigal, SA | |
| Director of CUF-Químicos Industriais,SA | |
| Director of ADP, SA-CUF Adubos | |
| Director of Sociedades de Explosivos Civic, SEC, SA | |
| Directar of Briso, SA | |
| Director of Efacec Capital, SGPS, SA | |
| Director af Comitur, SGPS, SA | |
| Director of Comitur Imaboiliária, SA | |
| Director of Expocomitur - Promoções e Gestão Imobiliária, SA | |
| Director of Herdode do Vole do Fonte-Sociedade Agricolo, Turístico e Imobiliária, SA | |
| Director of Sociedade Imobiliária e Turística da Cojo, SA | |
| Directar of Sociedade Imobiliária da Rua dos Flores, nº 59, SA | |
| Directar of José de Mello Saúde, SGPS, SA | |
| Vice-Chairperson of the Advisory Baard of Banif Banco de Investimentos | |
| Chairperson of the General Supervisory Baord of Opex, SA | |
| Member of the Advisory Board af IGCP | |
| Vice-Chairperson of Fórum para a Competitividode | |
| Director of José de Mello Investimentos, SGPS, SA | |
| Director of Fundaçõo de Aljubarrota | |
| Chairperson of Associoção Oceono XXI (cluster do Mar) | |
| DANIEL M. KAMMEN |
| Name | Position |
|---|---|
| Founding Director of Renewable and Appropriate Energy Loboratory (RAEL) at | |
| University of Colifornia, Berkeley | |
| Lecturer in Nucleor Energy at the University of Colifornia, Berkeley | |
| Lecturer in the Energy ond Resources Group at University of Colifornia, Berkeley | |
| Lecturer in public policy of Goldman School of Public Policy at University of | |
| Colifornia, Berkeley | |
| Co-Director of the Berkeley Institute of the Environment | |
| Member of the Executive Committee of Energy Biosciences Institute | |
| Chief Technicol Specialist, Renewoble Energy and Energy Efficiency, The World Bonk | |
| FRANCISCO JOSE QUEIROZ DE BARROS DE LACERDA |
|
| CEO of Cimpor - Cimentos de Portugal, SGPS, SA | |
| Chairperson of Cimpor Inversiones, SA | |
| Chairperson of Sociedode de Investimento Cimpor Macau. SA | |
| Manager of Deal Winds - Sociedade Unipessool. Lda | |
| GILLES AUGUST | |
| Co-lounder of August & Debouzy. He now monoges the firm's corporate department. |
|
| JOAO LOPES RAIMUNDO | |
| Director of CIMPOR - Cimentos de Portugal SGPS, S.A. | |
| Chairperson of the Board of BCP Holdings USA, Inc | |
| Managing Director of Banco Comercial Português | |
| JOAO MANUEL DE MELLO FRANCO | |
| Director of Portugol Telecom SGPS, SA | |
| Choirperson of the Audit Committee of Portugal Telecom SGPS, SA | |
| Member of the Remunerotions Committee of Portugal Telecom SGPS, SA | |
| Member of the Evaluation Committee of Portugal Telecom SGPS, S.A. | |
| Member of the Corporate Governonce Committee of Portugol Telecom SGPS, SA | |
| Full Professor of Ecanomics at Instituta Superior de Economia e Gestão, da | |
| Universidade Técnica de Lisboa | |
| Member of the Assembly of Representatives af Instituto Superior de Econamia e | |
| Gestão da Universidade Técnica de Lisbaa | |
| Coordinator of the PhD caurse in Economics of ISEG | |
| JOSÉ ARAUJO E SILVA | |
| Director af Corticeiro Amorim, SGPS, SA | |
| Member of the Executive Committee of Corticeira, SGPS, SA | |
| Director of Caixa Geral de Depósitos | |
| JOSÉ SILVA LOPES | |
| Chairperson of the Board of Directors of Mantepio Geral | |
| MANUEL MENÉNDEZ MENÉNDEZ | |
| Chairperson of Cajastur | |
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |
| Position | ||||||
|---|---|---|---|---|---|---|
| Member of the Board of Confederación Españolo de Cajas de Ahorro | ||||||
| Member of the Baard of UNESA | ||||||
| RAFAEL CALDEIRA VALVERDE | ||||||
| Vice-Choirperson of the Baard of Directors Banca Espirito Santa de Investimento. SA | ||||||
| Member of the Executive Cammittee of Bonco Espirito Santo de Investimento. SA | ||||||
| CHARLERS MARKETERS MALERSELLERS IN REVERTIES IN RESERVENCIAL SU BE BELAR IN BOLLER IN SELLECT IS SULLED IN SELLECT CONSULTER |
| António Mexia | Ana Maria Fernandes |
António Martins da Costa |
João Manso Neto |
Nuno Alves | Manuel Menendez Menendez |
|
|---|---|---|---|---|---|---|
| EDP - Energias de Portugal, S.A. |
Chairperson of the Executive Boord of Directors |
Director | Director | Director | Director | |
| EDP - Gestão da Produção de Energia, S.A. |
Choirperson of the Board of Directors |
|||||
| EDP - Energias do Brasil, S.A. |
Choirperson of the Boord of Directors |
Director | Director | |||
| EDP - Estudos e Consultoria, S.A. |
Chairperson of the Boord of Directors |
|||||
| EDP · Soluções Comerciais, S.A. |
Choirperson of the Boord of Directors |
|||||
| EDP - Imobiliária e Participações, S.A. |
Chairperson of the Boord of Directors |
|||||
| EDP Valor . Gestão Integrada de Serviços, S.A. |
Chairperson of the Boord of Directors |
|||||
| Sāvida - Medicina Apoioda, S.A. |
Chairperson of the Boord of Directors |
|||||
| SCS - Serviços Complementares de Saúde, S.A. |
Chairperson of the Boord of Directors |
|||||
| Energia RE, S.A. | Chairperson of the Board of Directors |
|||||
| Hidroeléctrica del Cantábrico. S.A. |
Director | Director | Vice- Chairperson of the Boord of Directors |
Director | Chairperson of the Board of Directors |
|
| Naturgás Energia, S.A. |
Vice- Chairperson of the Boord af Directors |
Chairperson of the Boord af Directors |
||||
| EDP Investimentos, SGPS, S.A. |
Chairperson of the Boord of Directors |
|||||
| EDP Gás III, SGPS, S.A. |
Chairperson of the Boord of Directors |
|||||
| EDP Gás II, SGPS, S.A. (ex-NQF Gás, SGPS, S.A.) |
Chairperson of the Boord of Directors |
|||||
| EDP Gás - SGPS, S.A. |
Chairperson of the Boord of Directors |
|||||
| EDP Internacional, S.A. |
Chairperson of the Boord of Directors |
|||||
| Horizan Wind | Chairperson of |

| António Mexia | Ana Maria Fernandes |
António Martins da Costa |
João Manso Neto |
Nuno Alves | Manuel Menéndez Menéndez |
|
|---|---|---|---|---|---|---|
| Energy, LLC | the Board of Directors |
|||||
| EDP Renewables Europe, SL |
Chairperson of the Board of Directors |
Director | ||||
| Balwerk - Consultadoria Económica e Participações, Sociedade Unipessoal, Lda. |
Monager | |||||
| EDP Ásla - Investimentos e Consultoria Lda. |
Chairperson of the Board of Directors |
|||||
| EDP - Energias de Portugal Sociedade Anónima, Sucursal en España |
Permonent Representotive |
Permanent Representotive |
Permonent Representative |
Permanent Representative |
Permanent Representotive |
|
| EDP Gás.com - Comércio de Gas Natural, S.A. |
Director | |||||
| EDP Finance BV | Representotive | Representative ; Representative | Representotive | Representotive | ||
| Electricidade de Portugal Finance Company Ireland Lt. |
Director | |||||
| ENEOP - Eólicas de Portugal, S.A. |
Chairperson of the Board of Directors |
|||||
| EDP Renovávels Brasil, S.A. |
Chairperson of the Board of Directors |
|||||
| EDP - Ásla Soluções Energéticas Limitada |
Choirperson of the Board of Directors |
|||||
| Empresa Hidroeléctrica do Guadiana, S.A. |
Chairperson of the Board of Directors |
|||||
| EDP Projectos, SGPS, S.A. |
Director | Director | ||||
| EDP Energla Ibérica S.A. |
Director | |||||
| Enagás, S.A. | Permanent Representative |
ANNEX IV
Received a degree in Economics from Université de Genève (Switzerland) in 1980, where he was also Assistant Lecturer in the Department of Economics. He was a postgroduate lecturer in European Studies at Universidade Católica. He was also a member of the governing boards of Universidade Nova de Lisboa and of Universidade Catolica, where he was Director from 1982 to 1995. He served as Assistant to the Secretory of Stote for Foreign Trade from 1986 until 1988. From 1988 to 1990 he served as Vice-Chairperson of the Board of Directors of ICEP (Portuguese Institute for Foreign Trade). From 1990 to 1998 he was Director of Bonco Espírito Santo de Investimentos and in 1998 he was appointed Chairperson of the Board of Directors of Gas de Portugal and Transgás. In 2000 he joined Galp Energia as Vice-Chairperson of the Board of Directors. From 2001 to 2004, he was the Executive Chairperson of Galp Energia and Chairperson of the Board of Directors of Petrogal, Gós de Portugal, Transgás and Transgás-Atlântico. In 2004, he was appointed Minister of Public Works, Tronsport and Communication for Portugal's 16th Constitutional Government. He also served as Chairperson of the Portuguese Energy Association (APE) from 1999 to 2002, member of the Trilateral Commission from 1992 to 1998, Vice-Chairperson of the Portuguese Industrial Association (AIP) and Chairperson of the General Supervisory Board of Ambelis. He was olso a Government representative to the EU working group for the trans-European network development. Since March 31%, 2006 Mr. Mexia is the Chief Executive Officer of EDP - Energias de Portugal, S.A.
Graduated in Economics from the Faculty of Economics at Oporto (1986). She received a postgraduate degree in Finance from the Faculty of Economics of Universidade do Porto and an MBA from the Escola de Gestão do Porto (1989). She lectured at the Faculty of Economics of Universidade do Porto from 1989 until 1991. She began her professional career in 1986 at Conselho - Gestão e Investimentos, a company of the Banco Português do Atlântico Group, in the capital markets, investments and business restructuring field. In 1989 she began working at Efisa, Sociedade de Investimentos, in the area of corporate finance, and was later made a Director of Banco Efisa. In 1992 she joined the Grupo Banco de Fomento e Exterior as Director in the areo of investment banking and was Head "Corporate Finance" at BPI between 1996 and 1998. In 1998 she joined Gás de Portugal as Director of Strategic Planning and M&A and in 2000 became Director of Strategy and Portfolio Management of Galp Business. She later became president of Galp Power and Director of Transgás. In 2004 she was appointed a Director of the
Board of Galp Energia. Since March 318, 2006 Mrs. Femandes is a Director of EDP - Energias de Portugal, S.A.
Holds a degree in Civil Engineering and an MBA from the University of Oporto, and has completed executive education studies at INSEAD (Fontainebleau), AESE (Lisbon) and the AMP of the Whatton School (University of Pennsylvania). Mr. António Martins da Costa was the Chairperson and CEO of Horizon Wind Energy and is a Director of EDP Renováveis. From 2003 to 2007, António Martins da Costa was the CEO and Vice-Chairperson of the Board of Directors of Energias do Brasil and Chairperson of the Board of Directors of the Company's subsidiaries in Brazil. He started his professional career in 1976 as a lecturer at the Superior Engineering Institute of Porto, joined EDP in 1981 and In 1989 he moved to the financial sector, assuming the positions of General Manager of banking and Executive Director on the insurance companies, pension funds and asset management operations of Millenium BCP and Director of Eureko BV (Netherlands). Since 1999 he was also Deputy CEO and Vice-President of the Executive Board of PZU (Poland), the biggest insurance company and asset manager in Central and Eastern Europe. Since March 314, 2006 Mr. Martins da Costa is a Director of EDP - Energias de Portugal, SA
Graduated in Economics from Instituto Superior de Economia (1981) and received a postgraduate degree in European Economics from Universidade Católica Portuguesa (1982). He also completed a professional education course through the American Bankers Association (1982), the academic component of the master's degree programme in Economics at the Faculty of Economics, Universidade Nova de Lisboa and, in 1985, the "Advanced Management Program for Overseas Bankers" at the Wharton School in Philadelphia. From 1988 to 1995 he worked at Banco Português do Atlântico, occupying the positions of Supervisor for the International Credit Division, Head of the International Credit Division, Department Director, Deputy Central Director for International Management and Central Director of Finoncial Management ond Retail Commerce South. From 1995 to 2002 he worked at the Banco Comercial Português, where he held the posts of General Director of Financial Management, General Manager of Lorge Institutional Businesses, General Manager of the Treasury, Director of BCP Banco de Investimento and Vice-Chairperson of BIG Bank Gdansk. From 2002 to 2003, in Banco Português de Negócios, he was the Chairperson of BPN Serviços ACE, Director of BPN SGPS, Director of Sociedade Lusa de Negócios and Director of Banco Efisa. He is still a voting Member of the OMEL Board of Directors. From 2003 to 2005 he worked at EDP as Director-General and Administrator of EDP
Produção. In 2005 he was named Appointed Adviser at HC Energía, Chairperson of Genesa and Director of Naturgas Energia and OMEL, Since March 317, 2006 Mr. Manso Neto is a Director of EDP - Energias de Portugal, S.A.
Mr. Nuno Alves holds a degree in Naval Architecture and Marine Engineering (1980) and a Master in Business Administration (1985) by the University of Michigan. In 1988, he joins the Planning and Strategy Department of Millennium BCP and in 1990 becomes an associate Director of the bank's Financial Investments Division. In 1991, Mr. Nuno Alves is appointed as the Investor Relatians Officer for the group and in 1994 he joins the Retail network as Coordinating Manager. In 1996, he becomes Head of the Capital Markets Division of Banco CISF, currently Millennium BCP Investimento, and, in 1997, Co Head of the bank's Investment Banking Division. In 1999, Mr. Nuno Alves is appointed as Chairperson and CEO of CISF Dealer, the brokerage arm of Banco CISF. Since 2000, before his appointment as EDP's Chief Financial Officer in March 2006, Mr. Nuno Alves acted as an Executive Director of Millennium BCP Investimento, responsible for BCP Group Treasury and Capital Markets
Born in 1962. Between 1988 and 1996, he held the position of consultant to several national and international institutions, including the Bank of Portugal, the OECD and the EC. Between 1995 and 1998, was general secretary of APRITEL, and between 2000 and 2002 was a Director of APRITEL. From 1997 to 1999, was a Director of Soporcel, S.A., between 1998 and 1999, was a Director of Papercel, S.A., and in 1999, was a Director of MC Corretagem, S.A. Also in 1999, he was appointed chairperson of the board of directors of Bolsa de Valores de Lisboa and became a member of the executive committee of Associação de Bolsas Ibero Americanas. Since 2000, Mr. Nogueira Leite has been a member of the consultative council of Associação Portuguesa para o Desenvolvimento das Comunicações. Between 2000 and 2002, was a consultant for Vodafone- Telecomunicações Pessoais,\$.A., between 2001 and 2002, he was a consultant of GE Capital, and in 2002 was a member of the consultative council of IGCP. Since 2002, he has held various positions within the José de Mello group and has held Directorships with numerous other entities including Reditus, SGPS, S.A., Quimigal, S.A., ADP, S.A., Comitur, SGPS, S.A., Comitur Imobiliária, S.A., Expocomitur-Promoções e Gestão Imobiliária, S.A., Herdade do Vale da Fonte-Sociedade Agrícola, Turística e Imobiliária, S.A., e SGPS, S.A., Efacec Capital, SGPS, S.A., and Cuf-Químicos Industriais, S.A. He held a further Directorship with Sociedade de Explosivos Civis, SEC, S.A. from 2007 to March 2008. Between Octaber 1999 and August 2000, was Secretary of State for Treasury and Finance and Governor Substitute of the Europeon Bank of Investments. Additionally held positions with the European Bank for Reconstruction and
Development, the International Monetary Fund and was a member of the Financial and Economic Council of the European Union. He was vice-chairperson of the consultative council of Banif Banco de Investimento, S.A., and chairperson of the general and supervision council of OPEX, S.A. He is Chairperson of Associação Oceano XXI (cluster do Mar).
Has an undergraduate degree in economics from the Universidade Católica Portuguesa, a master of science degree in economics, and a Ph.D. in economics from the University of Illinois.
Born in 1962. Between 1988 and 1991, he was a research fellow in the division of engineering and applied science and the division of biology at the California Institute of Technology and a postdoctorate researcher of Weizmann & Bantrell in the engineering and applied science and biology department at California Institute of Technology. Between 1991 and 1993, he was a research collaborator for science and international affairs at the John F. Kennedy School of Government, Harvard University. Between 1991 and 1993, he was a research associate for the northeast regional centre for global environmental change and the department of physics, Harvard University. In 1993, he was appointed a permanent fellow at the African Academy of Sciences. Between 1993 and 1999, he was a member of the research faculty at the Centre for Eneray and Environmental Studies at the School of Engineering and Applied Science at Princeton University. Between 1997 and 1999, he was Class of 1934 Preceptor at the Woodrow Wilson School of Public and International Affairs at Princeton University, and between 1998 and 1999 he was chair of the science, technology and environmental policy program (STEP) of the same institution. Between 1998 and 2001, he was an associate professor of the energy and resource group and between 1999 and 2001 was an associate professor of nuclear engineering at the University of California, Berkeley. In 1999, he was a founding Director of the renewable and appropriate energy laboratory (RAEL) of the University of California, Berkeley, From 2000 to 2001, he jained the core management team of the Commission of Power of California Public Interest Environmental Research-Environmental Area. Between 2004 and 2009, he was the Director of the University of California, Berkeley, and Industrial Technology Research Institute of Taiwan. In 2005, he was appointed co-Director of the Berkeley Institute of the Environment. In 2006, he was appointed a member of the Energy and Resources Group and in 2007 held the position of coordinator of the science and impact sector in the Energy Biosciences Institute. In addition, since 2001, he has been a professor of public policy of the Goldman School of Public Policy, University of California, 8erkeley. He is also an author of several studies and has received several awards in the energy sector. Since 2010 he is the Chief Technical Specialist, Renewable Energy and Energy Efficiency at The World Bank.
He has an undergraduate degree, a masters degree and a Ph.D. each in physics.
Born in 1960. From 1984 to 1985, he was an assistant professor at Universidade Católica Portuguesa. Between 1982 and 1990, he held the position of analyst, manager and Director of Locapor (Leasing), CISF and Hispano Americano Sociedade de Investimentos. Between 1990 and 2000 he developed his main activity at Banco Mello, as managing director since 1990 and as CEO between 1993 and 2000, being after 1997 also vice-chairperson of the Board of Directors, and, over that period, Chairperson or Director of several banks and financial companies' part of the Banco Mello group. He was simultaneously member of the top management team of the José de Mello group as Director of UIF, SGPS, and a non-executive Director of Insurance Company Império. Between 2000 and 2008, he was a member of the Executive Board of Directors of Banco Comercial Português, S.A., and in this capacity was responsible for the activities of the banking group in Central, Eastern & South-eastern Europe and in investment banking. He is a Director of Mague-SPGS, S.A. and business consultant to several companies. He has an undergraduate degree in company administration and management from Universidade Católica Portuguesa.
Born in 1957, between 1984 and 1986, he was a Lawyer at Finley, Kumble, Wagner, Heine, Underberg, Manley & Casey Law Office in Washington DC. Between 1986 and 1991he was an Associate and later became partner at Baudel, Salès, Vincent & Georges Law Firm in Paris. In 1995 he co-founded August & Debouzy Law firm where he is presently working as the manager of the firm's corporate department. He has been a Lecturer at École Supérieur des Sciences Economiqueset Commerciales and at Collège de Polytechnique and is currently giving lecturers at CNAM (Conservatoite National des Arts et Métiers). He is Knight of the Lègion d'Honneur.
He has a Master in Laws from Georgetown University Law Center in Washington DC (1986); a Post-graduate degree in Corporate Law from University of Paris II Phantéon, DEA (1984) and a Master in Private Law from the same University (1981). He graduated from the Ecole Supérieure des Sciences.
Born in 1960. Between 1982 and 1985, he was senior auditor of BDO-Binder Dijker Otte Co. Between 1987 and 1990, he was director of Banco Manufactures Hanover (Portugal), S.A. and between 1990 and 1993 was a member of the board of TOTTAFactor, S.A. (Grupo Banco Totta e Açores) and Valores Ibéricos, SGPS, S.A. In 1993, he held Directorships with Nacional Factoring, da CISF-Imóveis and CISF Equipamentos. Between 1995 and 1997 he was a Director of CISF-
Banco de Investimento and a Director of Nacional Factoring. In 1998, he was appointed to the board of several companies, including Leasing Atlântico, Comercial Leasing, Factoring Atlântico, Nacional Leasing and Nacional Factoring. From 1999 to 2000, he was a Director of BCP Leasing, BCP Factoring and Leasefactor SGPS. From 2000 to 2003, He was appointed Chairperson of the Board of Directors of Banque BCP (Luxemburg) and Chairperson of the Executive Committee of Banque BCP (France). Between 2003 and 2006 he was a member of management of Banque Prive BCP (Switzerland) and was general director of private banking of BCP. Since 2006, he has been a Director of Banco Millennium BCP de Investimento, and general Director of Banco Comercial Português and Vice-Chairperson and CEO of Millenniumbop bank, NA. Mr. Lopes Raimundo is presently Director of CIMPOR - Cimentos de Portugal SGPS, S.A., Chairperson of the Board of BCP Holdings USA, Inc.
Has an undergraduate degree in company management and administration from Universidade Católica Portuguesa de Lisboa, and a master of business administration degree from INSEAD.
Born in 1946. Between 1986 and 1989, he was a member of the management council of Tecnologia das Comunicações, Lda. Between 1989 and 1994, he was chairperson of the board of Directors of Telefones de Lisboa e Porto, S.A., and between 1993 and 1995 he was chairperson of Associação Portuguesa para o Desenvolvimento das Comunicações. From 1994 to 1995, he was chairperson of the board of Directors of Companhia Portuguesa Rádio Marconi and additionally was chairperson of the board of Directors of Companhia Santomense de Telecomunicações e da Guiné Telecom. From 1995 to 1997, he was vice-chairperson of the board of Directors and chairperson of the executive committee of Lisnave (Estaleiros Navais) S.A. Between 1997 and 2001, he was choirperson of the board of Directors of Soponata and was a Director and member of the audit committee of International Shipowners Reinsurance, Co S.A. Between 2001 and 2004, he was vice-chairperson of José de Mello Imobiliária SGPS, S.A., ond was choirperson of the boords of Directors of IMOPOLIS, S.A., José de Mello Residenciais & Serviços, S.A. and Engimais, S.A. Since 1998, he has been a Director of Portugal Telecom SGPS, S.A., choirperson of the audit committee since 2004, and member of the corporate governance committee since 2006.
Has an undergraduate degree in mechanical engineering from Instituto Superior Técnico. He additionally holds a certificate in strategic monagement and company boards and is the holder of a grant of Junta de Energia Nuclear.
Born in 1951. From 1997 to 1998, he coordinated the committee for evaluation of the EC Support Framework II and was a member of the committee for the elaboration of the ex-ante EC Support Framework III. From 1998 to 2000, he was chairperson of the Unidade de Estudos sobre a Complexidade na Economia and from 1998 to 2002 was chairperson of the scientific council of Instituto Superior de Economia e Gestão of the Universidade Técnica de Lisboa. From 2001 to 2002, he coordinated the committee for the elaboration of the Strategic Programme of Economic and Social Development for the Peninsula of Setúbal. Since 2007, he has been coordinator of the masters program in economics, and since 2008, he has been a member of the representatives' assembly of Instituto Superior de Gestão of the Universidade Técnica de Lisboa (ISEG).
Has an undergraduate degree in economics from Instituto Superior de Economia e Gestão, a master degree in economics from the University of Bristol and a Ph.D. in economics from the University of Kent. He additionally has a doctorate degree in economics from the Instituto Superior de Economia e Gestão of Universidade Técnica de Lisboa, and has consequently held the positions of Professor Auxiliar and Professor Associado with Universidade Técnica de Lisboa. He has been appointed as university professor (catedrático) of Universidade Técnica de Libboa and is the President of the Department of Economics at ISEG.
Born in 1951. He began his professional career as an assistant lecturer at Faculdade de Economia do Porto. From 1991 he was invited to be a lecturer at Universidade Católica do Porto and additionally held a part-time position as technician for Comissão de Coordenação da Região Norte. He has since held the position of Director of several companies, including of Banco Espírito Santo e Comercial de Lisboa and Sosefin-----------------------------------------------------------------------------------------------------------------------Financeiros-Oporto group. He has been involved in the finance and management coordination of Sonae Investimentos SGPS, was executive Director of Sonae Participações Financeiras, SGPS, S.A. and was vice-chairperson of Sanae Indústria, SGPS, S.A. He has additionally held Directorships with Tafisa, S.A., Spread SGPS, S.A. and Corticeira Amorim, SGPS. He presently serves on the board of Directors of Caixa Geral de Depósitos, S.A.
Has an undergraduate degree in economics from the Faculdade de Economia do Porto and has obtained certificates from Universidade de Paris IX, Dauphine and the Midland Bank International banker's course in London.
Born in 1932. From 1969 to 1974, he was a Director of Caixa Geral de Depósitos and Director of the Cabinet of Studies and Planning of the Ministry of Finance. In 1972, he held the position of deputy chief of negotiations for the free market agreement of the EC. Between 1974 and 1978, he was Minister of Finance, additionally holding the position of External Markets Minister between 1974 and 1975. Between 1975 and 1980, he held the position of Governor of the Bank of Portugal. From January 2004 till 2010, he was chairperson of the board of Directors of Montepio Geral.
In 2003, he was awarded the Order of Gra Cruz by the President of Portugal for his 48 years of service as an economist predominantly for the Portuguese state. In 2004, he was awarded a degree of doutor honoris causa by Instituto Superior de Gestão. Also has a degree in finance from the Instituto Superior de Ciências Económicas e Financeiras.
Born in 1960. He has been a Director and a member of the executive committee of each of Cajastur and Hidrocantábrico. He has been a member of the board of directors, executive committee and audit and control committee of AIRTEL. He has also been a Director of LICO Corporación and ENCE, vice-chairperson of the board of SEDES, S.A. and executive chairperson of Sociedad de Garantía Recíproca de Asturias. Currently, he is chairperson of Cajastur, Hidrocantábrico and Naturgas Energia, a Director of EDP Renewables Europe, S.L. and Confederación Española de Cajas de Ahorros, a member of the Junta Directiva de UNESA and a member of Registro Oficial de Auditores de Cuentas. He also represents Peña Rueda, S.L. (a subsidiary of Cajastur) on the board of Directors of Enagas.
Has an undergraduate degree in economics and company management and a Ph.D. in economic sciences, each from the University of Oviedo. He has been appointed university professor (catedrático) of company management and accounts at the University of Oviedo.
Born in 1953. In 1987, he joined Banco Espírito Santo de Investimento, S.A. and was the Director responsible for financial services management, client management, structured financing management, capital markets management, and for the department for origination and information; between 1991 and 2005 he was also Director and Member of the Executive Committee. In March 2005, he was appointed as vice-chairperson of the board of Directors of Banco Espírito Santo de Investimento, S.A. and formed part of the executive committee of the
company. He is Vice-Chairperson of the Board of Directors and Member of the Executive Committee of Banco Espírito Santo de Investimento, S.A. Director of BES Investimento do Brasil, S.A.; ESSI, SGPS, S.A.; ESSI COMUNICAÇÕES, SGPS, S.A.; ESSI INVESTIMENTOS, S.A. and Espírito Santo Investment Holdings Limited.
Has an undergraduate degree in economics from the Instituto de Economia da Faculdode Técnica de Lisboa.
Born in 1955. In 1981, he joined Soto de Ribera Power Plant, which was owned by a cansortium comprising Electra de Viesgo, Iberdrola and Hidrocantábrico, as legal counsel. In 1995, he was appointed general counsel of Soto de Ribera Power Plant, and alsa chief of administration and human resources of the consortium. In 1999, he was appointed as legal caunsel at Hidrocantábrico, and in 2003 was appointed general counsel of Hidrocantábrico and also a member of its management committee. Presently serves as general counsel af the Company, as secretary of the Board, and is alsa Director and/or secretary on Boards of Directors af a number the Company's subsidiaries in Europe.
Holds a master's degree in law from the University af Oviedo.
.
SHARES OF EDP RENOVÁVEIS OWNED BY MEMBERS OF THE BOARD OF DIRECTORS AS AT 31.12.2010
| Direct | Indirect | Total |
|---|---|---|
| 3,880 | 320 | 4.200 |
| 1,510 | 0 | 1,510 |
| 0 | 0 | 0 |
| 5,000 | 0 | 5,000 |
| 1,330 | 150 | 1,480 |
| 310 | 310 | 620 |
| 380 | 0 | 380 |
| 200 | 0 | 200 |
| 760 | 0 | 760 |
| 80 | 0 | 80 |
| 0 | 0 | 0 |
| 0 | 0 | 0 |
| 170 | 670 | 840 |
| 0 | 0 | 0 |
| 0 | 0 | 0 |
| 0 | 0 | 0 |
The Members of the Board of Directors of the Company EDP Renováveis, S.A.
To the extent of our knowledge, the information referred to in sub-paragraph a) of paragraph 1 of Arlicle 245 of Decree-Law no. 357-A/2007 of October 31 and other documents relating to the submission of annual accounts required by current regulations have been prepared in accordance with applicable accounting standards, reflecting a true and fair view of the assels, liabilities, financial position and results of EDP Renovaveis, S.A. and the management report falrly presents the evolullon of business performance and position of EDP Renováveis, S.A., contalning a description of the principal risks and uncertainties that it faces.
| Mr. Antóhio Luís Comerra Nunes Mexic | Mrs. Ana María Fernandes Machaido |
|---|---|
| Mr. Antonio Fernando Melo Martins da Costa Mr. Nuno Maria Pestana de Almeida Alves | |
| Mr. João Manuel Manso Neto | Mr. José Silva Lopes |
| Mr. António do Pranto Nogueira Lelte | Mr. Rafael Caldeira de Castel-Branco Valverde |
| Mr. José Fernando Mala de Araújo e Silva Mr. Manuel Menéndez Monéndez | |
| Mír./João Manuel de Mello Franco | Mr. Jorge Manuel Azevedo Henriciues dos Santos |
| Mr. Daniel M. Kammen | Mr. Francisco José Queiroz de Banges de Lacerda |
| Mr. Gilles August | Mr. João José Belard da Fonseca Lopes Raimundo |
C N M V Registro de Auditorias No = Emisores
EDP RENOVÁVEIS, S.A.
Consolidated Annual Accounts and Directors' Report
31 December 2010
(With Auditors' Report Thereon)

KPMG Auditores S.L. Ventura Rodriguez, 2 33004 Oviedo
To the Shareholders of EDP Renováveis, S.A.
We have audited the consolidated annual accounts of EDP Renováveis, S.A. (the "Company") and subsidiaries (the "Group"), which comprise the consolidated balance sheet at 31 December 2010, the consolidated income statement, the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of cash flows for the year then ended and the notes thereto. As mentioned in note 2 to the accompanying consolidated annual accounts, in accordance with International Financial Reporting Standards as adopted by the European Union, and other provisions of financial reporting legislation applicable to the Group, preparation of the Group's annual accounts is the responsibility of the Company's directors. Our responsibility is to express an opinion on the consolidated annual accounts taken as a whole, based on our audit, which was conducted in accordance with prevailing legislation regulating the audit of accounts in Spain, which requires examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated annual accounts and evaluating whether their overall presentation, the accounting principles and criteria used and the accounting estimates made comply with the applicable legislation governing financial information.
In our opinion, the accompanying consolidated annual accounts for 2010 present fairly, in all material respects, the consolidated equity and consolidated financial position of the Company and subsidiaries at 31 December 2010 and the consolidated results of their operations and consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union, and other provisions of applicable legislation governing financial reporting.
The accompanying consolidated directors' report for 2010 contains such explanations as the Directors of EDP Renováveis, S.A. consider relevant to the Group, the evolution of its business and other matters, and is not an integral part of the consolidated annual accounts. We have verified that the accounting information contained therein is consistent with that disclosed in the consolidated annual accounts for 2010. Our work as auditors is limited to the verification of the consolidated directors' report within the scope described in this paragraph and does not include a review of information other than that obtained from the accounting records of EDP Renováveis, S.A. and subsidiaries.
KPMG Auditores S.L.
Ana Fernández Poderós Parther
24 February 2011
KPMG Auditores S.L., a limited liability Spansh company,
is an affiliate of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated ath KPMG International Cooperative ("KPMG Internations") a Swiss antity
Reg Moi Madne, T 11961, F. 90 Sex, 8, 11 M -188.007, Inscrip 9
N.I.F. B-7B510153
31 December 2010
for the years ended 31 December 2010 and 31 December 2009
| Notes | 2010 | 2009 | |
|---|---|---|---|
| Thausands Euros) | (Thousonds Euros) | ||
| Revenue | 6 | 845,056 | 648,242 |
| Cost of consumed electricity | 6 | -2,917 | -1,522 |
| Changes in inventories and cost af raw materials | |||
| and consumables used | ó | -1,497 | -4,713 |
| 840,642 | 642,007 | ||
| Other operating income / (expenses) | |||
| Other operating income | 7 | 180,030 | 125,231 |
| Supplies and services | B | -196,211 | -148,304 |
| Personnel costs and employee benefits expenses | 9 | -54,846 | -42,547 |
| Other aperating expenses | 10 | -28,866 | -33 838 |
| -127,893 | -99,458 | ||
| 712,749 | 542,549 | ||
| Provisions | 155 | 183 | |
| Oepreciation and amortisation expense | II | -434,403 | -314,350 |
| Amortisation of deferred incame / Gavernment grants | ה | 11,406 | 2,403 |
| 289,907 | 230,785 | ||
| Gains / Ilosses from the sole of | |||
| finoncial assels Other financial income |
12 | 268 | |
| Other financial expenses | 13 13 |
44,305 -218,451 |
35,717 -108.151 |
| Share of profit of assaciates | 5,036 | 3,922 | |
| Profil before tax | 120,797 | 162,541 | |
| Income lox expense | 14 | -37,759 | -44.754 |
| Profit atter lax | 83,038 | 117,787 | |
| Profit for the period | 83,038 | 117,787 | |
| Attributable to: | |||
| Equity holders of EDP Renovovers | 27 | 80,203 | 114,349 |
| Non controlling interest | 29 | 2,835 | 3,438 |
| Profil far the period | 83,038 | 117,787 | |
| Earnings per share basic and divied - Euros | 27 | 0.09 | 0.13 |
C
2
The following notes form an Integrat part of these Consolidated Annual Accounts
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| Nates | 2010 | 2009 | ||
|---|---|---|---|---|
| Thousands Euros] | Thousands Eurosi | |||
| Assets | ||||
| Property, plant and equipment | 15 | 9,981,771 | 8,635,011 | |
| Intangible assets | 16 | 22,727 | 17,340 | |
| Gaadwill | 17 | 1,344,006 | 1,318,356 | |
| Investments in associates | 18 | 45,871 | 47,609 | |
| Available for sale financial assets | 19 | 18,380 | 12,630 | |
| Deferred tax assets | 20 | 38,519 | 28,066 | |
| Debtars and other assets | 23 | 123,311 | 129,447 | |
| Total Non-Current Assets | 11,574,585 | 10,188,459 | ||
| Inventories | 21 | 24,162 | 11,344 | |
| Trode receivables | 22 | 143,650 | 106,148 | |
| Debtars and other assels | 23 | 552,259 | 337,458 | |
| Tox receivable | 24 | 81,050 | 169,670 | |
| Financial assets at fair value through profit or loss | 25 | 35,744 | 37,103 | |
| Cash and cash equivalents | 26 | 423,700 | 443,633 | |
| Tatal Current Assets | 1,260,565 | 1,105,356 | ||
| Total Assets | 12,835,150 | 11,293,815 | ||
| Equity | ||||
| 27 | 4,361,541 | |||
| Share capital | 27 | 4,361,541 552,035 |
552,035 | |
| Share premium | 28 | |||
| Reserves | 28 | -9,249 283,440 |
25,964 166,173 |
|
| Other reserves and Retained earnings Consolidated net profit attributable ta equily holders of the parent |
80,203 | 114,349 | ||
| Total equity attributable ta equity holders of the parent | 5,267,970 | 5.220,062 | ||
| Non cantralling interest | 29 | 125,541 | 107.493 | |
| Total Equily | 5,393,511 | 5,327,555 | ||
| Liabilities | ||||
| Medium / Lang term financıal debt | 30 | 3,325,943 | 2,563,171 | |
| Employee benefits | 31 | વેટ | ટેવે | |
| Pravisians | 32 | 53,787 | 67.085 | |
| Deferred 1ax liabilities | 20 | 371,600 | 342,924 | |
| Institutional partnerships in US wind farms | 33 | 1,644,048 | 1,353,612 | |
| Trade and ather payables | 34 | 753,991 | 393,899 | |
| Tatal Nan-Current Liabilities | 6,149,464 | 4,720,750 | ||
| Shart term financial debt | 30 | 207,647 | 110,268 | |
| Trade and other payables | 34 | 1,035,782 | 1,098,105 | |
| Tax payable | 35 | 48,746 | 37,137 | |
| Total Current Liabilities | 1,292,175 | 1,245,510 | ||
| Tatal Liabilihes | 7,441,639 | 5,966,260 | ||
| Total Equity and Liabilities | 12,835,150 | 11,293,815 |
| (Thousand Euros) | ||||
|---|---|---|---|---|
| 2010 | 2009 | |||
| Equity holders of the parent |
Non controlling Interests |
Equity holders of the parent |
Non controlling Interests |
|
| Profil for the period | 80,203 | 2,835 | 114,349 | 3,438 |
| Exchange differences arising on consalidation | -15,886 | -500 | -609 | ક્ષર જિ |
| Fair value reserve (cash flow hedgel | -27,727 | 115 | -2 433 | -530 |
| Tax effect from the fair value reserve (cash flow hedge) | 6.079 | -33 | 499 | 159 |
| Foir value reserve lavailable for sale investments! | 2.321 | 2,082 | 912 | |
| Actuarial gains / (losses) | -24 | |||
| Other comprehensive income for the period, net of Income lax |
-35, 213 | 1 ୧୧୫ | -1,655 | 487 |
| Total comprehensive income for the period | 44.990 | 4,493 | 112,694 | 3,925 |
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4
The following noles form arı integral part of these Consolidated Annual Accounts
Statement of Changes In Consultatied Equity
for the year ended at 31 December 2010 and 2009
{Thousond Euros|
| Total Equity |
Shore Capital |
Share Presmum |
Reserves and relained eamings |
Exchange Differences |
Hedging reserve |
Fair value reserve |
Equity atifibulable to equilty holders of EDP Renovovels |
Minorty Interests |
|
|---|---|---|---|---|---|---|---|---|---|
| Balance as at 31 December 2008 | 5,198,873 | 4,361,541 | રકડી 03 ર | 166,188 | 1,179 | 18,669 | 7,747 | 5,107,359 | 91,514 |
| Recognised income and expense for the period | |||||||||
| For volue reserve (available for sale finoncial assets) nel of laxes |
912 | 912 | 912 | ||||||
| Fair value reserve (cash flow hedge) net of faxes | -2,305 | -1,934 | -1,934 | -371 | |||||
| Actuarial gains / (losses) | -24 | -24 | -24 | ||||||
| Exchange differences arising on consolidation | 249 | -200 | -609 | 858 | |||||
| Profit for the period | 117,787 | 114.349 | 114,349 | 3,438 | |||||
| Tatal recognised income and expense for the period | 116,619 | 114,325 | -609 | -1,934 | 912 | 112,694 | 3,925 | ||
| Dividends attributable lo minority interests | -3,491 | -3,491 | |||||||
| Shore copital increase in EDP Renavavers Brazil | 7,997 | 7.997 | |||||||
| Share copitol increase in EDPR Europe Group companies | 9,200 | 9,200 | |||||||
| Nan controlling interests decrease resulting from ocquisitions | -1,625 | -1,625 | |||||||
| Other | -18 | 9 | 9 | -27 | |||||
| Balance as at 31 December 2009 | 5,327,555 | 4,361,541 | 552,035 | 280,522 | 570 | 16,735 | 8,659 | 5,220,062 | 107,493 |
| Recognised income and expense for the period | |||||||||
| For value reserve (available for sale financial assets) net of loxes |
4,403 | 2.321 | 2,321 | 2,082 | |||||
| For value reserve (cash flow hedge) nel of faxes | -21,566 | -21,648 | -21,648 | 82 | |||||
| Exchange differences orising an consolidation | -16,392 | -12 886 | -15,886 | -206 | |||||
| Profit for the periad | 83,038 | 80,203 | 80,203 | 2,835 | |||||
| Tatal recagnised income and expense for the period | 49,483 | 80,203 | -12,886 | -21,648 | 2,321 | 44,990 | 4,493 | ||
| Dividends attributable la minority interests | -1,363 | -1,363 | |||||||
| Shore capital increase in EDP Renavaveis Brazil | 2,463 | 2,463 | |||||||
| Shore copital increase in EDPR EU campanies | 2,749 | 2,749 | |||||||
| Nan controlling interests orising from Porque Eolico Allos del Voltaya business combination |
9,706 | 9,706 | |||||||
| Other | 2,918 | 2,918 | 2,918 | ||||||
| Balance as at 31 December 2010 | 5,393,511 | 4,361,541 | 552,035 | 363,643 | -15,316 | -4,913 | 10,980 | 5,267,970 | 125,541 |
C
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1
The following nates form an integral part of these Consolidated Annual Accaunts
5
1
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6
Consolidated Cash Flow Statement
for the years ended 31 December 2010 and 2009
| (Thousand Euros) | |||
|---|---|---|---|
| Group | |||
| 2010 | 2009 | ||
| Cash flows from operating adtvilles | |||
| Cash receipts from customers | 812,999 | 646,621 | |
| Cash paid to suppliers | -230,612 | -154,183 | |
| Cash paid to employees | -59.203 | -49,366 | |
| Concession rents paid | -979 | -4,153 | |
| Other receipts / payments relating to operating activities | 95,887 | -20,812 | |
| 618,092 | 418,107 | ||
| income tax received / baid) | -50,645 | -25,682 | |
| Net cash flows from operating activities | 567,447 | 392,425 | |
| Continuing octivities | 567,447 | 392,425 | |
| Cash flows from investing adivilles | |||
| Cash receipts resulting from | |||
| Proceeds from sate of financial assets | 21,671 | 1,795 | |
| Proceeds from sale of property, plant and equipment | 1,996 | 2,047 | |
| Other proceeds related to fixed ossets | 128 | ||
| Interest received | 7,209 | 5.965 | |
| Dividends received | 1,799 | 4,122 | |
| Cash payments resulting from | 32,803 | 13,929 | |
| Acquisition of subsidianes (nel of cash ocquired) and other investments | -59,575 | -118,822 | |
| Acquisition of property, plant and equipment | -1,421,493 | -1,729,837 | |
| -1,481,068 | -1,848,659 | ||
| Net cash flows from Investing activities | -1,448,265 | -1,834,730 | |
| Continuing activities | -1,448,265 | -1,834,730 | |
| Cash flows from financing octivities | |||
| Receipts/ payments) of loans | 537,136 | 1,199,634 | |
| Interest and similar costs | -111,560 | -49,613 | |
| Governmentol cash grants received | 169,304 | 155,946 | |
| Increases in capital and share premium | 4,977 | 20,743 | |
| Receipts/ (payments) from derivative financial instruments | 487 | -6,390 | |
| Dividends paid | -1,361 | -3,197 | |
| Receipts / (Payments) from inslilutional partnership (Horizon) | 228,359 | 33,526 | |
| Net cash flows from financing activities | 827,342 | 1.650,651 | |
| Continuing activities | 827,342 | 1,650,651 | |
| Net Increase / [decrease] in cash and cash equiwalents | -53,476 | 208,346 | |
| Effect of exchange rate fluctuotions on cosh held | 33,543 | 5,607 | |
| Cash and cash equivalents at the beginning of the period (") | 443,633 | 229,680 | |
| Cash and cash equivalents at the end of the period (") | 423,700 | 443,633 |
l*) See Note 26 to the financial statements for a detailed breakdown of Cash and cosh equivalents
EDP Renovares, Sciedad Antina (hereinates) was incorporated on 4 December 2007. Ils main corporated on 4 December in the in engage in achivites relation the election section, construction, operation and mointenonce of electricity penerating power stations, especially hydroelectic, mini-hydroelectic, wind, solar, hermol solor, photoste plants, among others The realstered offices of the company ge located in Dvied. Spain On 18 March 2008 EDP Renaváveis was canverted into o company incorporated by shares Sociedad Anérimal
As at 31 December 2010 the shore capital is held de Espon ("EDP Branch"), 15.5% by Hidroelectico del Cantibirico, 5.A and 22.47% at the share copital is tree-float in the Euranext Lisbon
As at 31 December 2010, EDP Renovices hold of EDP Renewobles Europe, S.L. (EDPR EU) o 100% state in the share capid of Horizon Wind Energy, LC ('EDPR NA') and a 5.5% stake in the share capital of EDP Renovávels Brasil (EDPR BR)
The Company belongs to the EDP Group, at which he parent campany is EDP Energist de Partyage, S.A., with registered offices of Proco Marguês de Parthal. 12 -- 4,
EDPR EU operates thraugh its subsidiaries located in Portugol, Spain, Polonio and Italy. EDPR EU's main subsclibries are EDP Rencyales Parlugal, SA (wind forms in Partygli, Cenesa renewation in Spoin, Agrupación Efica pind froms in Spain and France), Greenwind (Mind larns in Belgium - ogtnership with lacal investars. SP200 tyrns in Polond. EDP Reneyables Romania. SM (wind forms in Romania and EDP Renewables Italy, SRL (wind farms in Italy).
EDPR NA's main octivilies cansist on the development and aperation af wind farms in the United States of America
The purpose of EDP Renováveis Brasil is to establish a new business in the invesments in the renewable energy market of South America
As at 31 December 200, EDP Renavives and its subsidences ("he "EDP Renovers Group") had a hilly consainted institled copcally of 6,437 MN (5,491 MW as at 31 December 2009, operating in Span 2,050 MW as al 31 December 2009, in Porlugal 599 MW (595 MW os at 31 Becember 2009), in France 204 MW (220 MW as at 3) December 2009), in Belgium 57 MW as at 31 December 2009, in Polond 120 MW (120 MW as al 3) December 2009, in Romania 90 MW ho installed copcity of December 2009, in the United Sches 3,24 MW (2,624 MW as at 3) December 2009 (2017) 14 MW as at 31 December 2009) Additionally, through is interest in Editas de Portugal cansolidated - 239 MW (85 MN as at 3) December 2009
The Electrical Sector in 5pain is regulated by Low 54 of 27 Navember 1997 and subsequent omendments to legislation
Royal Decree 4.36 of 12 March 2004 was published on 24 March 2004 and sel and the methodology to be legal and economic regime relating to electical power production which included the generation at electricity using renewable sources of energy, cageneralian, biomass and waste. This Ryd Decree replaced the familied recolicial to special recome energies. The Royal Decree disc defined a system whereby he owners al the election arvere entitled to sell the production or surplos electrical power to distibutirs. A reguled price was fived for this sale, or production ond surplus cased directly on the daily morked or through a bilderal agreement, in which case a markel-negalided price wauld be received, plus an incentive for porticipation in the market and a premium if the installation was entitled to receive it
Royal Decree 661 of 25 May 2007 was published on 26 May 2007 and regulated under the special regime This Rayal Decree replaces Royal Decree 436 of 12 March 2004 and updates regulation under the special regime, whilst mantaining the basic structure of the regulation The economic tramewark set ou in this Royal Decree mainting the same system of oper the special rearne, wherely the owner of the instruling con op to sell its cover al a reculpted price, for all the poster clired your career on the daily market. Mures market or through p bilaterol agreement, in this case receiving the negationed price plus a premium
The man changes to the Royal Decree nclude a modification to the readated price and premiums and the introduction of a variable premium system for cerial lechnologes, such as wind power The owner instellations officially entering in b 1 January 2008 con op to odhere to the transiony regime estoblished in the first transition which sipulates that the owners of this instilations may maintain the prices and premiums (with some exceptions) estobilished in the oforementioned Royal Decree until 31 December 2012
RO 6/2009 of May 2 yas approved and is armed at electifications 2013 Among other measures it intoduces a pre-allacation register for nev regende energy copacity for renewable-energy notallations to at in RD 661/2007 Instillions will be registered in chronological oder unfil the government's target is met (20,155 MW) and new remuneralian scheme should be appraved for following prajects.
The decision on 19 November 2009 ollowed in the regists and 2.4 GW in solar themal pererolian copacity in one ag. The entire 8 4 GW in propects registed will receive the remuneralion set in RD 66/2007 Under this decision, oround 1,700 MW in solor thernol generation will be ollowed each year unil 2012 The 15th of December 2009 the Sportsh Government releosed the list of wind boilities included in the 6,389 MW of wind capority assigned by the Spanish Government, EDPR abrained a 31 wird farms which represents 13% of the Ital diled capacily.
On July 2010, the Industry Will the ley renewable energy associations the Spanish Wind Energy Association ond Prolermosolor to amend the exciting regulation. This agreement means the RD 1614/2010 of 7 December, that defines (i) a cut, for the years 201 ond 2012, at 35% of the renewable premium applicable to the wind capacity ruled by RD 661/2007, (1) an omendreen to the art.cle (1) by revisions to the pernum volue would only be oppied to the copcity that cater 2012 and liji the delintion of o imit of 2,589 hours of instilled copediy gerarion, from which the wind farm has no right to receive any premium
The Decree-Low 14/2010, of 23 December, estobished several neduce the toif delicit, among other, o generation rote af 0.5 €/Wh opplicoble to addinay ond special regime generotors
The Partyguese legal provisions applicable to the gener based on renewable resources are currently established by Decree-Low No. 19918 dated 27 May 199, as amended by Decree Low No. 108/99 dated 18 May 1999, Decree-Law No. 312/2001 dated 10 December 2001, and Decree Low No 339-C/2001 dated 29 Occember 2001. Also relevani is Oecree Jow No. 33-4/2005. Which esphishes the current amounts used in the remover ligh formula applicable to energy produced by means of renewable resources and the deadlines for the application of such remuler formulo
The main teature of the legal fromework for renervior in Portugal is hat the national grd operator or the regional distribution operator musi purchase all electicily produced by renewable production license The construction and operation of a wnd tarm depends on the offection of a gid connection pain) issued by the Slate Ceral de Geologia e Energia (DGGC) The issue of the point of connection by the OGGE accurs upon the request of the promoters during limited on the OGG ar by means of opplic ender procedure Award by direct negations is exceptions is exceptions is exceptions is exc
Decree-Low No 225/2007 dated 31 May establishes a set at registed to renewable energies, predicted in National Straley for Energy and hos reveal the formula used n estimating the remuneraline of enewable power stofions, ond delivered to the grid of Notonol Electric System, as well as the definition of attribution procedures of arthe some ond and deadlines to about the establishment license to renewable pawers stations
Since July 1, 2007, the Iberion electricity Inor been fully operational, with daily transactions from both Portugal and Spain, including a fowards market that has operated since July 2006
Federal, state and local energy lows and regulate the development, ownership, business organization and he sole of electrich in the United States All project componise within the Group in the United States operations ("WG") or qualliying focillies (CIFS 1 under federal bow or are dudly certified in oddition, most of the Uniled States are regulded by the Federal Crengy Regulator Commisson ("FERC") and hove morket-based rates on file with FERC.
The federal government readoles he wholes in interstission business in interstate commerce through the Federal Commission (FERC"), which draws its juisdiction from the Federal legishing such as the Public Uilly Regulation such as the Public Uilling Regulation of 1976 (PURPA 1976"), the Energy Policy Act of 1992 (EPACT 1992") and the Energy Policy Act of 2005", which, among other hings, repeded ond replaced the Public Utility Holding Compony Act of 1935 with the Public Utility Holding Company Act of 2005 (PUHCA 2005 1
All of our orgied companies in the United Sigles perglars (EWGs) under PUHCA 2005 or quality of cliffies under PURPA 1978 In oddition, most of the project companies are regulated by FERC under Porl II of the FPA and have morket-based rates on file with FERC.
ENGs are owners ar operation including producers of renewoble energy, such as wind projects) that are engaged exclusively in the business of awning and/or operating generating focilites and selling election of EWG cannal mate retal sales of electic energy and may only own on operate the limited interconnection facilities necessary to cannect its generating lacility to the grid.
The Energy Policy Act at 2005 amended the PPA to gradicition aver all users, owners, ond aperators of he bulk power system for proving on entoring compliance with centin relability stordards ore requrements to provide for the reliable peration of the bull power system Pursuant to its authants under the FPA FERC certified the Nath Aneralian (NERC) as the entity responsible for developing relibility standards, submiting them to FBC for approval, and procina complonce with relobility stardards, subject to FERC review FERC also authorized NERC In delegate erfor finctions to eight regional entiles. All users, and operaturs of the billy power system that meet certain materially threshells one required to regiser with NEC ond camply with numerous FERC-opproved relebility standary relibility statords may result in the imposition of civil pendlies of up to 51 milian per doy per vialon. All at our project companies in the relevon materially threshals have registered with NEC and ore required to camply with applicable FERC-oppraved reliability standords.
In certain stokes, approval of the castruction of new elections forlilites, including renewable energy focilities such as wind from a slote agency, with only limited ministeriol opprovals required to and local governments. However, in mony sides the permit process to power plants lincluding wind fams) olso remains subject to lond-use and similar se county ond aly governments. State-level outhorizations may involve o more extensive opprovl process, possibly including an environmental impact evoluation and opposition by interested porties or uitilities.
Both the United States federal governments have implemented policies designed to promote the grown of renewoble energy, including wind power The primary federal renewable energy incentive program is the Production Tox Credit PTC), which was established by the U.S. Congress os port of PACT As part of the American Recovery and Reinvestment of 2009, which was enated this spiring, the federal government will also encoyed 1007 development through intestment tox credits toon 2009 firough 2003. Many states have possed legislation, pincipally in the form of renewable portbit stondords (RPS)", which require utilities to purchase of ther energy supply from renewable sources, similar to the Renewable Energy Directive in the
American Recovery and Reinestrent Act of 2009 was approved and includes a number of englicy provisions to benefit the development of wind energy generallion, omeh ill a three vear extension of the PC unit 2012 and ill an cation to clied (11C") that could replace the PTC though the duration of the extension This ITC allows the companies to receive 30% of the cash in sente or with the beganning of consinution in 2009 ond 2010 In December 2010, the Tox Relief, Unemployment, Inc. Job. Creation Ad of 2010 was approved and includes on one vear extension al the ITC, which ollow the companies to received in projects with beggining of construction unil December 2011 os long os placed in service unli December 2012
It was also approved a 100% depection bonus an new equoment placed in service after 8 September 2011, allowing businesses to depreciate the entire cost of the project fless 50% of the ITC) in the year that it is placed in service.
8
The electricity in France is gaverned primarily by Act 2004-03 and 2006-1537 (14ct 2001), passed on 10 Februory 2000, which governs he modernzation and development of publices on is the general legislative framework tor he aperation of wind facilities in France. The operation of wind dacilities in France is also subject to the French environments and canstruction cade Article 10 of Act 2000-108 requires non-aditionalized electric power distributars to entrino purchase abligation contracts to buy electricity produced by ill instilations that extract exercy from household or similar worse of that use such sources to provide head to a district heather shot use renewable energy sources including mechanical energy from wind, for which special provisions apply)
Installitions that use renewable energy sources, with the energy tot one localed in areas connected to the continental mempolitan grid ar that implement energy-eficient technology such as nat qualify for he power purchase obligation unless they comply with defined installed capacity imits These limits on sel by a decree 2000-11% of 6 December 2000 for each category of instillation eligible to benefit tom the power purchase obligation With the new recoling within o ZDE trane de déelappenent édien) con benefit he power purchase obligation and may exceed the former 12 NW cap. The pawer purchase cantracts with non-nationalized distributors of electricity are premised on the rates set by ministerial order far each source of renewable energy and according to a model controcl approved by the energy minister
Ad 2000 provides that, concalor of wind tacilities may enter into long-term agreements for the purchase ond sale of energy with Electricité de France EDP. The tarifts and sel by Drder of July 10, 2006 wich was repealed in August 2008 due lo larmal defect in is aproval, and then republished withour any amerament in December 2008. The torifs are the first in our of the EDF Agreenent, EDF pos a fied annual toill, which is 602 per MWh for applications made during 2006 first li amended annualy based, in part, on o inforion-related in 15 of the EOF Agreement, the toif is based on the annual averge percentage of energy praduced during the wind tacilly s first len years These asso amenended annually, based, in part, on a infation-related index. ii) Beginning in the year 16, there is no specific support structure and the wind energy generators will sell their electricity of market price.
New Decess approved on December 15h, 2009 set the fallowing wind torge: 11,500 MW in 2020. These tagels include also wove and tidd enemy
The legisidion opplicable to renewable energy in Polained in on Energy Act passed on 10 April 1997, which has been amended by the Act of 24 July 2002 and the Energy Act of 2 April 2004, which in Januny 2005 (hggher, the "Energy Act"). The Energy Act implemented provisions () of Directive 2003/54/EC. of the Europeon Parliament and of the 2003 concerning common rules for the intention, II of Directive 2003/55/E of the European Partioment and of he Cauncil of 26 June 2003 concerning common rules for notural gas, and jiji of Directive 200177FE at the European Partament and of the Council of 27 September of electicity produced trom renewable energy sources in the nhemal electrichy madel Detailed regulations regarding the scape of the energy secondary reguldnians adopled under the Energy Act On the basis of the Energy Act, he national energy requlatory autharity-the Energy Requiatary Authan'y the "ERA President" - was established
Pursuan to the Energy Act, power generation from enewable sources is suppor introduced in Polond: in Polond: in A system of obligatory purchose of centificates of argin by the generaling companes selling electicity to the end user intercanneded to a grain Palma. These power componies are chilied to al abliance or picting and submit it to the FRA President for correligion, or blookny for colorial in accordance with the Energy Act. ijl f the payer company does not purchase or orgin or does not pay a subsitive fee, the ERA President will pencice such company by the financid penalty calculated in accordance with the Energy Act
The minimun limit of electicity generated from renewable sources in the end users is specified in the end users is specified in the ordinance of Ministy of Economy odopled under the Energy Act In 2008, this minum linit was 7% and will increase each year up to 12,9% in 2017 These quotos were originaly fixed unili 2014 but a new regulation appraved in August 2008 fixed the quotas for years 2015-2017 and increased the quota for 2013 and 2014
The Energy low has been anned on January 2010. The main was to limit speculative action of inlerconnection power for wind forms in the energy system Pursual to the new prosisions, the obligation of he installations being mercannected on the grod lies with the grid company. Within the new reguldion, the enditions al intercannection must poy in odvance towards he gird interconnection fee of 30 PU per KW of inlercannection capacity
Another measure almed at rehloring the project is the obligation to chach a the application for interconnection conditions an except from the local master plan ar, it there is no such planning permit for the red property to which the new legistation also introduces new obligators far wind generators, among which, the obligation to prepare a forecast for '5 years when the installed capacity is of at least 50 MW.
The regulatory framewark for electioned by the the chision of powers between the lederal ond the hree regaral entitles Wollonia, Flanders and Brussels Capital The lederal regulatory from strission (of from smission (of fronsmisson levels above 70 kW, generation, laiffs, planning on nuclear energy. The relevant folention is fre Electrich Act 29 April 1991 as modified the "fecticity Act", The regional required on also be ristibly the responsible for distribution, renewable energy and copeneration with the except and energy efficiency The relevant resimal lectisting respectively is In Inc. First of the Renders the Electricity Decree of 7 July 2000; by for Walknig, the Regional Electricity Market Decree of 12 April 2010 the Order of 19 July 2001 on the Organization of the Electricity Market.
In view of the allocalon of responsibilies between the regions, there currently exist bur energy requiritions. In the federal Campission for Election and Gos Regulation ("CRG"); Ib) the Femish and Gos Regulator Body ("VEG"); ic) the Walloon Enegulation ("CMPE"), and Id he Regulaty Commission for Energy in the Brussels-Copital Region ("BRUGEL")
The Belgian regulation system pranotes the generalion of election from renewable sources (and copeneration) by a system of great of GC"), as described below The Balgian leded government is respansible for of the imposing obligations on the transmission system operators. The vorious GC systems ore very similar cross the hree similiar to the GC system for lederally-regulated offshore power phonts There are currently differences in terms of quoras, thes and thresholds for graning G.s issued in one realon or by the Federal government in respect of offshare plants are not recognized automatically in the ather regions
g
The GC ystem aims at creating a market for GC parallel in the makel of stee of electricity in March 2009 on exchange market for GC shas been launched. Besides the GC market, here is a minmum guaranteed price system at the fransmission system operation system operator or at a regoral level the producion oid regime in Flanders and Wallonial
New guolas of renewable oenerging are in a latest of approval in Wallania, New guotos traces and the Covernment are: 11 25% in 2012 and 15 75% in 2013 New quotas to be approved are cansiderably higher than presious anes (1%, 12% and 13% for 2011, 2012 and 2013)
The promotion of electicity generated from renewable energy sources in Ramania was set with the Electricity Low 318/2003 In 2005 a Green Centificate mechanism was intraduced with mandatory quatas for suppliers, in art it it it it in enewable requirements Romania must comply with is target of 33% of gross electricity consumplian for renewable energy in 2010 The regulatory authority praduced hom RS which supplers are obligas to buy, and annually reviews applications form green general green cerfficates. Low 220/2008 of November, 3 introduced some charges in the green cenfitcates system Today producers of wind energy rech but low 220 that is iker to come into force in Jarvan 200 price the European Cammission opproves it will allow wind generators to receive 2GC/MM until 2015. GC can be sold separately from the physically delivered electricity, Fram 2016 anwards generators receive I green certiticale for ecch MWh The electricity is delemined in the price of green centificates is determined on o porallet market
The todan value of area certificales has a flag of 55€, both indexed a Ramorion inflation. Law 200/2008 drsq guarantes the access to the National Grid to the election produced from renewable sources. In 2007 a new Energy Low 13/2007, This new regulation sets July 1st 2007 as deadline for he legal unbundling in Ramanio and defines the role af Implicit Supplier and af the Supplier af Last Resort
The Ramanian Parlionents proposal that regulated an July 12, 2000. The proposal that hos been signed inlo low and includes the following: II increases the nandatary quated tom renewable sources which benefit from the green centrates promotion system 2012 quote increases trom 8,3% to 12% of the election praduction by 1% year to reach 20% by 2020 ill extends unil 2017 tpreviously unil 2015 the right to callert two green centicates per NWh genered by wind forms (one 2018 onwards) and fill reaffirms he current green centicale's floar and cap prices at 27€/Wh and 55.6 MM and increases the per-campion to 100 for each musing area centitiatle Current cap, foor ond period on ever in & and moved to evoinflation.
The Election in Brasil is reading by of 8.987 d 13 february 1995, which generally plast he concession and permssion regires of oubles serves; Low n° 9,074 df 7 July 1995, which rules the gran and public services concession ar permission controcts, Federal Law r° 10,438 of 26 April 2002, which govens the increase in Emergency Electic Power Supply and creatives for Atternatives for Atternative Electricity Sources PRONEA; Federal Low of 10,762 di 11 November 2003 and Low nº 10,848 of 15 March 2004, cancerning commerciol rules for the trade of Electric Power and Subsequent omendments to the legislation.
The Decree nº 5,025 of 30 March 2004, readeral Low nº 10,438 and states the "Altemative Energy Sources" economical and legal FranchFA participants have granted o PA with ELETROKAS, and are regulator (ANEE) culturily However, he first stoge of PRONFA has ended and the second sloge is highly uncertain
The Decree nº 5.163 al 30 July 2004 requires the Federal Low nº 10.762, establishing the possiblity of distibution companies and outhorized agents in buy "Distribuled Energy " Local Generitari, by abserving of 10% of the total demand of each distribution agent in addition, the law nº 10,762 establity of an Allemothe Source Electricity Producer to sell directly laggregaed demand > 500WM, al any voltage level As part of the regulatory incentive fromework, Renewable Energy produces (or buyers) are granted a discustion and Transmisson System Use Taril (TUSD and TLST) Public Eectricity Auctions are technically lead by the state "Eneral Planning and Research Company" (EPE). who reasters, and ollows potential portlicipants
In addition, the law nº 10,438 has also requid sectar fund, the Fossil Fuel Consumption Quato (CCC), to low cost financing all Renewable ventures that are able ta replace fossil fuel based energy production
The occarpanying conscilated annual accounts have been prepared an the basis of EDP Renavises, S.A and constilated enfifes. The constituted annual accounts for 2010 and 2009 have been present foily the consoldoted financial passion of EDP Renovives, SA ond subsidiaries at 3 December 2010 and 2009, the consolided cash flows and changes in consolidated equily for the years her ended.
In accordance with Requirience in Jobly 2002, from the European Council and Parkament, the Graup's consolidied financial statements are prepared In accordance with International Reporting Standards (FRS), as endorsed by the European Union (EU) IFS comprise accounty standards ssued by the International Accounting Stordards Board (1458) and is interpretations issued by the Inlemational Finoncial Reporting Interpetitions Committee (IFRIC) and its predecessor bodies
The Board of Directors approved these consoled on 24 February 2011 The onvol accounts are presented in housand Euros, rounded on the neaves thousand.
The onvol occounts have been prepared under in the application of foir volve basis for derivalive financal instruments, financal assets and liabilities held for trading and avoluble-far-sole, except those for which a reliable measure of foir value is not available
The orearation of the consoliation on your accordance with the EU-RS requires the Board of Directors in make industry of the affect he application of the accounting polices and of the reported amounts of assets, The estimates and related ossumplions are based on hidorical experience and other forbrain and one in accordance. They form the bosis for making judgments regarding the values of the assets and lichilites whose valuation is not oppores. Actual results may differ from these estimales. The areas involving the highest tagres of judgment or complexly, or for which the assumplicant, are disclosed in Note 3 (Critical accounting estimates and wagments in applying accaunting policies)
Subsidiaries are entilies controlled by the Group The Included in the consaldored finacial strements from the dre that contra cammences until the date that control ceases
The accounting policies of subsitionies have been necessary o align hem with the policies adopted by the Group Lases applicable the nan-controlling interests in a subsidiary are allacated to the non-controlling so causes the non-controlling interests to have a deficit balance
Associates are thase entilies in which the Group has son to ton to, aver the financial and aperting policies. Significan infrast is presumed to exis when the Group halds between 20 and 50 percent of the valing pawer of anather entity
kwestments in associates are accounted for using the equity method inlinely at cast The cost of the investment notudes iransaction costs
The consolidated financal statements include the profit at lass and other comprehensive income, after adjustments to alga the accounting polcies with those of the Group, from the date that significant influence commences unil the date that signitians influence ceoses
When the Graup's share of losses exceeds is interest in an equity-accounted intested, including any long-term investments, s reduced to zero, and the recognition of further losses is discon to the extent hat the Group has an obligation ar has made payments on behalf of the invested
Joinly controlled entiles, cansolidation method, are enfites over whose activities the Group has joint control and with anather company, under a controctud agreement The cansaliated fine Group's proprimate share of the jont ventures' asses, licitilities, revenue ond expenses, from the date the joint contral begins until it ceases
from 1 Jonury 2010 the Group has applied IFES 3 Business Combinations. The chong in accounting . The chonge in accounting policy has been applied prospectively ond has had no malerial impact on earnings per share
Business combinations are accounted for using the acquisition dote, which is the date on which cantol is ransfered to the Group. Control is the power to govern the finoncial and operating polities of an entity so as to abities In ossessing control, the Group Intes into consideration potential voting rights that currently are exercisoble
For acquistions on ar after 1 Jonuary 2010, the Graup measures goodwill at the acquisition dote as:
When the excess is negative, a bargain purchase gain is recagnised immediately in profit ar loss.
The consideration fronsterred does not include to the settement al presisting relationships Such anounts are generally recognised in paril a rass.
Casts related to the acquisition, ther has e associated with the issue of deb or equity securities, that the Group incurs in cannection with a business combingtion are expensed as incurred
Any cantingent cansideration payable is recagristion date if the contingent consideration is classified as equity, it is not remeasured and settlement is accounted br within equity. Other ware to the tair value of the contingent consideration are recognised in profil or lass
Same business combinations in the periad have and is croup is currently in the process of measuring the for volue of the net assets ocquired. The identificale net asses have there provised at heir provisional value Adjustments during the measurement period have been recorded as f they had been known al the combination and comprove infarmation for the pior year has been restricable. Adustreels lo provisional whees only include information relating a exerts and the acquistion dote ond which, had they been known, would have affected be amounts recognised at that date
After that period, adjustments lo milial measurement ore only made to correct an error
In business combinghans ocheved in stoges, any exception given, plus the interest previously held in the ocquire, and the net ossels ocquired and nel littles assumed is recognised as goodwill. Any shartoll, after measuring the previously held interest and identlying and messuing the nel assets acquired in profit and loss. The Group recognises the difference between the lair volve of he interest previously hed in the ocquiree and its carving ornount in cansiliation of the classification of the interest. The Group also reclossiles anounts defered in ather comprehensive income in relation lo the previously held interest to profit and loss ar consolidated reserves, bosed on their nature.
For acquisitions between I January 200, goodwill represents the excess of the cost of the acquisition over the Group's interest in the recognised anount (generally for value) of the identifies ond contrgent libblilies of the ocquire. When the excess was negative, o borgoin purchase gain was recognised immediately in profit or loss
Transacion costs, other hon those associated with the Group incurred in connection with business cambindions were copitalised os part of the cast of the acquisilian
From 1 Jonuory 2010 the Group has opplied WS 27 Consulting to Separate Francial Statements (2008) in accounting for acquisitions of nen-catrialing interests The change in accounting policy has been opplied prospectively and has had no impact on earnings per shore
Under the new accounting policy, ccquisition interests ore accounted for os transactions with owners and therelor no goodwill is recognised as a result of such transcontalling interests are bosed an a proportionale only of the nel asses of the subsidiory
Previously, goodwill was recognised on the ocquisition interests in a subsidiary, which represented the excess of the cost of the cost of the cost of the cost of the cost of over the carrying omount of the interest in the net assets acquired at the transaction
The assels and liobilities of foreign operations for value adjustments orising on acquisitor, or transided to Euro al exchange rates of he reparting date. The income ond expenses of fareign aperations, are transisted to euro at exchange rotes at the transactions
Forego currency differences are recognised in the lranslation reserve When a fareign operation is disposed of, in par a in full, he relevant amount in the translation reserve is transferred to profit or loss as part of the profit or loss on disposal
When the settement of a manetay tem receivable to foreign operation is neither planed non likely n the foreseable jube, foreign exchange gains ond lasses arisha from such a monetary item part of a ne' investment in a forego operation and are recognised in other comprehensive in come and presented in the Iranslation reserve in equity
Inter-company balances and transactions, including ony unresitions between group componies, are eliminated in preporing the condensed conscipled financial strements. Unrealised and boses arising from tronsociates and joinly controlled in the extent of the Group's interest in those entitlies
The occounting for honsocions ander common control s excluded trom IRS 3 Cansequently, in the absence of specific guidonce, within FRSs, he CP Renovéleis Group has developed on ccountry or such tronschons, os considered oppropriot. According to the Group's policy, busness combinding among entifies under common contral or in the constilided annual occounts using the EDP consolidated book values of the ocquired compony bulgavous). The difference between the corrying amount of the net ossets received and the consideration poid, is recognised in equity
Unil 31 December 2009 EU-FRS did not establish specific a commitments related to written put applions related with mestments in subsidiories held by non contralling interests of the date at acqualition Neverheless, the EDP Renoveis Group records these written pul qohans al the dole of occuisiin of o business combination or at a subsequent date as an advance ocquisition of these intercol libility for the present value of the best esimote of the amount poyable, irespective of the options will be exercised. The difference between his omounl and the announl corresponding to the percentage of the interests held in the identifioble net assets acquired is recorded as goodwill
Unil 31 December 2009, in years subsequent to intential, the changes in the lindicility due to the financial discount or recognised as a financel expense in the consolidated income stremaining changes are recognised os on odjustnent to the business combination Where opplicate, dwidends pold to minority shoreholders yo to the option are exercised as adjustments to the cost of the business combination, in the even that the aplians are not exercised, the transaction would be recarded as a sale of interests to minarity shareholders
As from January 2010, the Group applies IAS 27 (2008) to new put contraling interest and there subsequent changes in the corping annount of he pul liability are recognised in profit or loss
Tronsocions in foreign currencies on transional currences of Group entiles of exchange rates of the forsections. Noneloy osses and libilities denaminaled in farean currences at the functions corrency at the exchange rater at hat date The beign currency on or loss an monelor items is he diffeence between amoritied corrency of the beginning of the period, adjusted for effective interest and poyments during the period, and the amarlised cost in foreign currency ronslated at the exchange role of the reporting period
Nan-monetay assess and liablifies denominaties that are measured of thir volve are reronsitied to the funcianal currency of the exchange pleat the date that he fair value was deternined. Foreign currency differences arising on retransidion are recogned in profit or loss, except for differences anising on the retanslation at are call instruments, a financial including designated as a hedge af the net meetment in o toreign operation, ar quotlifying cash flow hedges, which are recognised in other camprehens hal ore measured in terms at historical cost in a foreign currency are transided using he exchange rate at the date of the transactian
Denvative Inancal instruments are recognised on the fair value. Subsequently, the fair value of denvative financid instruments is re-neasured on a regular basis, being the agins or losses on re-measurement, except by deright, except for derivatives designated as hedong instruments The recagnifion of the resulting goins or lasses on re-mession or helging instruments desends on the nature of the risk being hedged and of the hedge model used
The fol value of deivalies corespond to ther quoted markel price, it analich, or in the obsence of a market, are other through the use of valuatian techniques, including discaynted cash flows models and oplian pricing models, as appropriate
The Group uses financial instruments to helgn exchange risks resulting from its aperational and financing octwiles. The deriver, the decise increation that da nat quality far hedge accaunling are recarded as for trading
The derivalies that are designated os helging in a recorded at for value, being the gains and losses recovnised in accordance with the hedge accounting model adopted by the Graup Hedge accounting is used when
II At the inceptian of the hedge, the hedge relationship is identified and dacumented;
fil The hedge is expected to be highly effective;
fiii) The effectiveness of the hedge can be reliably measured,
fivi The hedge is revalued on a an-going basis and is considered lo be highly effective over the reporting period, and
M The forecast Iransactions hedged are highly probable and represent a risk to chonges in cash flows that could aftect the income statement.
Berivaties are recognised inficily at toir value ransaction costs are recapised in profit ar lass as incurred Subsequent to injilat recognion, develop, develop, develop, deve measured at fair value, ond changes therein are accaunted for as described below.
Changes in the fair value af he deivative inch are desonated as hedging instruments are recorded in the income statement. Ioaether with any changes in the fair volve of the hedged asset or list being hedged It the hedge no longer meets the criteria for hedge occounting, he occumulated gains or losses concerning the fair value al the risk being hedged are amortised over the period to meturity
The effective oorlon of the changes in the designing instruments that are designated as hedging instruments in a cash flow hedge model is recognised in equity The gains or losses relging of the hedging relobionship are recognised in the ncame statement n the noone the occur
The cumulative gains ar lasses recognised in the incame statement over the periods in which the hedged item will after the ncome strement. When the forecast transaction in the recaglion of a nan-fhoncial assel, the goins or lasses recorded in eagling of the coulskon cast of the asset
When a hedging instrument expires or s sold, or when a hedge accounting, any cumulative gain or loss recognised in equily of that time stors recognised in equity unit the hearne statement. When the forecasted fransation is no longer expected to occur the cumulative goins ar lasses recognized in equily are recorded in the income statement.
The net investment hedge is applied an a consolidaries in subsidiaries in foreign currences The exchange differences recroded agains exchange differences anising on conscilidation are offeences orising from the foreign currency barrowings used for the acquisition of health of the hedging instrument is a denvalies the gains than for value changes are also recrosed gaginst exchange differences grismo on consolidation The ineffective portion af the hedging relation is recognised in the incame statement
The Group classifies its ather financial assets at acquisitian date in the fallowing calegories
Accounts receivable and loans
Accaunts receivable are intially recognised at their for value and subsequently are measured at amortsed cast less impairment losses
imporment lasses are recarded based an the valuation of estimated in of accounts receivote of the bolonce sheet dollar in any and recognised in the incame statement, and can be reversed if the estimated losses decrease in o later period.
This calegary includes: (j) inancial assets held for those ocquired principally to the purpose of being sold in the shart lern and fiji financiol assets hol ore designated at fair value through prafit or loss al inception.
Available-for-sale francial assess are non-designated or grailible-or-spee ond find are not classfied in any of the other cated in any of the other cated in the Graup's investments in equity securities are classified as available-for-sale financial assets
Purchoses and sales of if Inancal osses at for valiable for sale mesments, are recognised on frode date, the date on which he Group commits to purchase or sell the assets
Financial osses are initely recognised at for volve ols except or financal assels al loir vale through profit a less, in which asse transaction costs are directly recognised in the income statement
Financial asses are dencognised when (i) the corractived fithe cost flows hove expled, fit the Group hos transfered subscribility all risks ond rewards of ownership or fiji) athough rehining some, but not substantily all of the risks ond rewords of ownership, the Group hos the assets
After initial recognition, hinnicial assets at for volse are subsequently carned al tair value and gains and losses ansing from chonges in their 'air value are included in the income statement in the periad in which they arise.
Available for sole froncial asses are olso subsequently caried and losses arising from changes in their for value ore recognsed direct) in equity, unlil the financial asses are derecognised or ine cumulative gains or losses previously recognised in the income statement Forego exchange differences arising for equiled as available for sole are also recognised in equty interest rote method and dividends, are recognised in the income statement
The for ralves on aucted nyestments in actived by current bid orices for unisied securities the for valuation techniques, including the use of recent arm's length transactions or discounted cosh flow and hij valuation assumptions bosed on markel nformation.
Financial instruments whase fair value cannot be reliably measured are carried at casl
The Group does not reclassify, after intial recognition, o financial instrument into or oul of the foir or lass category
At each balance sheel dole, an assessment is perfective evdence that ofinance that of inancal osset or group of financial osets is impaired, namely when losses may occur in future estimated cash-tiows of the financial asses, and it can be relably measured.
If there is objective exidence of inpairment the financial assess is determined, the impairned the impairned through the income slatement
A financial asset or a group of financial assels is imported it here is objective endence of loss as a result of oncurred atter hills lecognillar, such as (i) for listed securites, a significant or prolee of the security below its cost, ond (i) to unlisted securites, when that even' (ar even' hot on impact on the estimated tuture cash flows of the tinancial assets, that cal assets, that can be reliably estimated
If here is objective exclose that an inancial assess has been incurred, the cumulative loss recognised in equily, measured as the diference between the ocquisiion cast and the current hass on the financial asses previously ecognised in the income stoment, is trken to the incame statement.
An instrument is classilied as of finance a cantractual obligator to transler cost or another financal asset, independenty from is legal form These financial liabilities are recognised (i) initially at has and (i) subsequently at amorised cost, using the effective interest role method.
The Group derecagnises the whole or part of a finalins included in the contoct have been satisfed a the Group is legally released of the fundamental obligation related to this liobility either through o legat process or by the creditor
The Graup considers that the terms ore substantialy of cash hows dacounted under the new terms, including any comrission poild net of are commission received, and using he original efters inde in also on, differs by al least 10% of the current discounted volved of cosh hows remaining trom the original financial hability.
If he exchange is recognised as a concellation of the arcol libility, costs or commissions are toten to the rest, chemise, costs or commissions adjust the book volve of the liobility and are amortsed cost nethod over the remaining term of the modified libility
The Group recognises the difference between the cannount of a financial libbilly which has been carcelled or trassered to a hird porty ond the consideration paid, which includes any asses transfered other than cash or the lability ossumed, with a debit or credit to the cansaliated income statement
Borrowing costs that ore diectly attibutable to he acquoilian ar cansibilitied as part of the cost of the costs A qualifing asset is ar assel that necessarily totas a substantiol period of line in and to the extent that funds are bornwed generally, the amount of bornwar costs eligible lar copidison are determined by applicition rote to the expenditures on these ossets. The copicalisotion rote corresponds to the weighted averge of the borrowing casts applicable to the enterprise that are outstanding during the period, other han borrowings made specifically for the purpose of obtaining a gualifying asset. The amount of borrowing casts capital doring a period does not exceed the amount of borrowing casis nourred during the period.
The copilation af borrowing costs commences when expenditions for the asset on the been incurred and activited and activites necessory to prepare of or parl of the cssels for their intended use ar sole ore in progress Copitalisotion collection in the activities recessor in prepore the qualitying assels for their intended use or sale are completed. Copitoliation of bornewing costs shall be suspended periods in which active development is interrunted
Property, plant and equipment are stated at acquisition cost less accumulated depreciation and impoirment lasses
Cast includes expendition is directly atributable to the asset The cast of self-constructed asses includes the cast of malerials and direct labour, any other costs directly of this bringing the osset to o warking condition for its intended use, and he casts of dismonting the items and restorne the site an which hey are locoled Cast also may include to main an loss on qualifying cash flow hedges of foreign currency purchases of propenty, plant ond equipment Purchased software that is integral to the related equipment is capitalised as part of that equipment
The cost of acquisition includes interest on external costs and other internal expenses diectly or indirectly reloted to work in progess accued soley during the period of cansinon The cost of production by charging costs chilbulable to the assel os awn wark copialing ıncame and personnel costs and employee benefit expense in the consolidoled income slatement.
When parts of an item of proper); plant and equipment hives, Ihey are accounted for as separated for as separate in properly, properly, piont and equipment
Subsequent costs are recognised as separate assess only when it is proboble that hult the item will flow to the Group. All repoir and mointenance casts are charged to the income statement during the financial period in which they are incurred
The Group assesses asses impoirment, whenever even sinces may ndicale that he book vole of the useds is recordide armount, the impairment being recognised in the income statement
The recoverable amount is deternined by the highes whe net selling pice and its for value in use, this beng colculated by the present volue of estimated future cash-flows obtoined from the asset and after its disposal of the end of its economic useful life.
lond is not depreciation an the other assess is calculated using the straight-line methad over their estimated useful lives, as follows:
| Number of | |
|---|---|
| years | |
| uldings and other constructions on and machinery |
20 to 33 |
| Wind form generation | 20 |
| Hydraelectric generation | 20 to 30 |
| Other plant ond mochinery | 15 to 40 |
| tansport equipment | 3 to 10 |
| ffice equipment ond taols | 3 In 10 |
| ther longible fixed assets | 4 In 10 |
The other into gible ossets of the Grup are booked anarisation and impoirment lasses The Group does not own inlongible osses with indelinite lives
The Group ossesses for imparment, whenever events or crumstore that the book value of the ossel exceeds is recoverable ground, the incorment being recognised in the income statement. The recoverable value is determined by the highest is net selling price and its volue in use, this being colculated by the present volue of the estimated future cash-flows obtoined from the asset ond sale proce at the end of its economic useful lite
B P
Ti 0 C
Acquired computer softwore icenses ore costs of the costs ncurred to acquire and bring to use he specific software. These costs ore annartised on he bosis of their expected useful Irves.
Casts that are directly ossociated with the develle software opplications by the Group, and that will probobly generale economic benefits beyond one year, are recagnised as intrase casts include employee costs directly associaled with the development of the refered softwore and ore amortised using the stroight-line methad during their expected useful lives
Maintenance costs of software are charged to the income statement when incurred
The amortisation of industrial property and other the straight-ine methad for an expected useful live expected of less han 6 years
The carying anounts of the Group's non-inventories and deferred tox assets, are revealed al each reporting ade to deterning when here is any indication of indication exis, the assets recoverable annum is then estimated For goodwill the recoverable announ's estimated a econ reporting date.
The recoverable anount of an osset or cash-gener of its value in use and its far value less costs to sell In assessing volve in use, he estimated future cash flows are discounted to their present aliscount rate that reflects current market assessments of the ime volve of money and the risk specific to the osset for the purpose of incoment to the snollest in the snollest group at assess that generates cash intraves from continuing use that are largely independent of the costs or groups af assels the "cosh-generating unil") The goodwill acquired in a business combinding for the purpase of impairment testing, is allacaled to cash-generating units which are expected to benefit from the synerges of the cambination
An imparment lass is recognised if the carrying an assel or its cash-generaling unit exceeds its estimated recoverded ancount impoiment losses are recaptised in profit or losses recognised in respect of cash-generaling unis are carving amount at any godwill allocted to the units and then to reduce the carrying amaunt of the other assets in the unil (graup of units) an a pro rala bossis.
An imporment loss in respect of goodwill is not teves and other asses, imporment losses recognised in prior periods are assessed of each reporting dole lor any indications that he loss becessed or no longer exists. An impairnent loss is reversed if there has coursed the imporment An impairnent loss is reversed any to the assets carrying amount does not exceed the carrying amount that would have been determined, nel of depreciation or amortisotion, if no impairment lass had been recognised
The Group dassifies its lease careements as final into consideration the substance of the ransaction rather than its lead lorn. A lease is classified as o finance lease i it transfers to the risks and rewards incidents lo ownership. All other leases are classified as operaling leases
Lease payments are recognised as on expense and charged to the income statement in the period to which they relate
Inventories are stated at the lower of the redischle valve The cost of inentories includes purchases, conversion and ather costs nroved in bringing the nyentores to heir present localion. The nel realisable value is the estimated selling pice in the ordinated to the estimated selling costs.
The cost of inventories is assigned by using the weighted average method.
The Group classifies assets and labilities in the consolution of early and non-current Current asses ond liabilities are delermined as lollows
Assels ore classified as current when they are expectived or are ntended to sole or consumption in the Group's normal aperating cree, they are held pinorily for the purpose of trading, they are expected to be realised within twelve months of the balance sheet date or are assess may not be exchanged or used to settle a liability for at least twelve months from the balance sheet date.
lidelites are classified as current when the Group's narmal perating cycle, they are held primarily to the purpose of trading, hey ore due to be setted within twelve manths of the Group does not have an unconditions ight to deter settement of the lobility for al least twelve months after the reparting period
Financiol licelines are clossified as current when thin twelve morths after he reparting period, even if the ariginal term was for o period longer than twelve months, and an agreement to reschede payments, an a long-term basis is completed after the constilated finoncial statements are authorised for issue,
EDP Renoviveis Partygel, and the partigues of EDP Renoriveis Group attibute post-reliement plans to their employees under defined beeth plans and defined contibutor plans , ramely personalementary old-age, disability ond surviva-reditie pension complements, as well as early refrement pensions
In Portugal, the defined benefits plan is financed Pension Fund complemented by a specific provision This Pension This Pension Fund covers libilities for etirement pension complements as well as liabilities for early retirement.
The pension plans of the Group componies in Portugal as defined benefit plans, since the citeria to delemine the pension benefit to be received by employees on relirement is predelined ond usually depend on lactors such as age, years of service and level of seller ment
The lightly of the Group with persions is calculate sheel date for each plan individually, by quollified actuaries using the projected with credit method. The discount rate used in this colculation is delemined by releves of high-quality corporate bonds that ore currency in which the benefits will be paid and that have terms to maturity approximoting to the related persion libbilities
Actuarial gains and losses deternined annuolly on ill the differences between financial assumplions used and real values obtained and (il changes in the actuaral assumptions are recognised against equilty, in accordonce with the chemative method delined by MS 19, revised an 16 December 2004
The increase in past service casts arising from ents before the normal age of relirement) is recognised in the incorned
Annugly the Graup recagnises os cost in the increat the net omagn of it the current sence cost, fill the estmoned return of the find opsets and (iv) the cost orising from early relirements.
In Spain, Partugal and U.S., same Group Componis has of defined contribution frat campement those granted by the social welfor system to he companies employees, under which these plans each year, calculated in occordonce with the ryes established in each plan The cost edged to defined contribution plans is recognised in the results in the period in which the cantribution is made.
In Parlugal some Group companies provide medical relirement and edry etirement, through complementary beneils in these provided by the Social Wellare System These medicol or defined benefit plans The present value of the defined benefit obligation at the bolonce sheet date is recognised as a defined benefi lioblify Messurenen and recognition of the liobility with heathcore benefits is similar of the persion liability far the defined benefit plons, described abave
In occordonce with the by-lows of certain Group entities, annual generol meeting a percentrage of profits in be pail In the employees (ariable remuneration), bellowing a propasal mode by the Board of Directors Pyrnents to employees are recagnised in the period to which they relate.
Provisions ore recagnised when: iji the Group has a present legal or canstructive obligoton, (ii) it is proboble thot settlement will be required in the tuture and (ii) o rel estimate of the abligation can be mode.
The Group recognises dismonthing provisions for propent, plant and equipment when o leggl or contraction obligging is settled a disringhing and decommissioning thase assets of the end of the Consequently, the Group has booked provisions for propent, plant ond equipment related with wind tutines, for the expected cost of restaring sites and landlion. The provisions carrespond to the expenditure expected to be required to settle the drigotian and are recognised as par of the initial to the cast of the respective asse; being deprecided on o straight-ine bass over the assel useful lite
| EDPR EU | EDPR NA | ||
|---|---|---|---|
| Avercoge cost per MW (Euros) | 14.000 | 17.961 | |
| Salvage value per MW (Euras) | 25,000 | 17.213 | |
| Discaunt rate | 6.07% | 6.73% | |
| Inflafian rate | 2 00% | 2.50% | |
| Copilalization rate (number of years) | 20 | 20 |
Decommissioning and dismanting provisions are remeasured on the best estimate of the settlement anraunt The unwinding of the dacount al each balance sheet date is charged to the incame statement.
Costs and revenues are recorded in the year regardless al when poid ar receited, n accordance with the occuol concept Differences between omounts received and paid ond the carresponding revenue ond expenditure are recorded under other liobilities
Revenue comprises the emounts involved on the services rendeed, net of volve odded tox, rebotes and discounts, after elimination of inte-aroup soles
Revenue tram electricity sales is recognised in the period that electricity is generated and tronsterred to customers.
Engineering revenue includes the infral anount agreed in the contract work, claims and incentive poyments to the extent that it is probable that they will result in revenue and con be measured in construction cantract can be estmated relight, contract revenue ond expenses are recognised in prafit ar loss in prapartian to the stage of camplelian of the contract.
Differences between estimated ond actual anounts, which ore normally nat significant, are recorded during the subsequent periods
Financial results interest payable on borrowings, interest receivable on funds income, unwinding of the discount of povisions ond witten pub options to non controlling interest, foreign exchonge gains and lasses on financial instruments,
Interest income is recognised in the income stative interest note method Dividend income is ecognised in the income statement on the date he entity's right to receive payments is established.
home lox expense comprises current and defered tox are recognised in profit or loss except to the extent that it relotes to o business cambination, or thems recognised directly in equity or in other comprehensive income
Curent tox is the expected tox payable on the taxoble income or loss for the year, using tax rates enacted ar substantively enacted at the reporting date, and any odjustment to tax payable in respect af previous years.
Deferred laxis recognised in respect af lemparary of anying arrounts of assels and labilities for finoncial reporting purposes and the amounts used for taxation purposes. Deferred lar is not recognised for the lolled recognition of asses or rabilites in a transaction that is nat a business combination and that dfects relher accounting loss, and differences rebing to mestments in subscription in the for the extent hat it is proboble that hey will not reseable trius in addition, deferred to is not recogneed for taxable on the infile recognition of goodwill. Defered to is measured of the lox rates hat ore expected to temporary differences when the Investination in the Indi have been enoced or substantively enoted by the reporting doe Orleal it there is ofted it there is o legally entreadly right to offeel current lox licbilities and assets, ond they relote to income loxes on the some tox outhority on the some toxable entity, or an different love entilies, but they mend la selle current tox liabilities ond ossets on a net basis ar their tax assets and liabilities will be realised smultaneously.
A defered tox assel is recognised for unused tox credits and deductible lemparary differences, to the extent hat it is proble not be ovalable ogains! which they can be uillised Deleved at each reporting date and are reduced to the extent that it is no longer proboble that the related tax benefit will be realised
Bosic earnings per share are calculated by dritibutable to equity holders of the porent company by the weighted overage number of ordnay shores oulslonding during the year, excluding the average number of ordinary shores purchased by the Group and held as treasury slock
Non-curent assets or dasposal groups of assels and related liabilities that include at least a non-current asset, are classified as held har sale when heir carrying amaunts will be recovered principally thraugh sale and the asses ar disposal groups are avoilable for immediate sale ond its sale is hghy probable
The Group dro classifies as non-current assets held to see non-curent assets or disposal groups acquired exclusively with a vew to it subsequent disposal, that are avoilable for immediate sale and its sale is highly probable.
Immediately before clossfilicolion as held for sole, the non-current ossels or all assels god liabilities in a disposal group, is adjusted n accordance wh the opplicable IFRS Subsequently, these ossets or dispass are measured of the lower of their corrying amount at bir volue less casts to sell.
Cash ond cash equivdents nclude cost an hancial instruiors. They also includes ather short-erm, highly liguid investments that are readli canvertible to brown anounts of cash and which are stope in volve An investment normally quolifies as a cash equvalent when it has a maturity of less than three months from the date af acquisition.
Goverment arguits or recognised income under non-current lictilities when there is resomment of the will be received one that he Group will camply with the condition of Grants that compensate the Group for expenses incured are recognised in profil ar lass on a systemati basis in the same periods in which the expenses are recognised.
The Graup tokes measures lo prevent, reduce or repair the domage caused to the enwronment by its activites
Expenses derived from environmental activities are recognised os other operating expenses in the period in which they are incurred
The Group has entered in several partifical in the United Sides, firough limited licbility comparies operating operating operiors he cash flows generaled by the wind to ravestors and the Company and dlocates the tax benefits, which nolve Production Tox Creating Tox Credils IITC) ond occelerated depreciation, lorgely ta the investor
The institutional intestors purchase he interests for an upfrant ash poyment with an ogreed triemal rate al return over the periad that he tor credits are generaled. This antipated relyn is compred based on the hold anticipated beneill that he value of PTC's / ITC's, allacated taxable income or loss and cash distributions received
The cantral and management of these wind farms are a respansibility of EDPR Graup and they are fully cansalidated in these Annual Accounts
The upfrant cash poyment received is recognised under "Lichilities artsing from institutional partnerships" and subsequently measured at amortised cast
This idbility is reduced by the benetts provided and assh distributions mode to the restludional investors during the cantracted The value of the back benefits delivered, primarily accelected depecifical incomed as nan-current deferred income and is recagnized as Revenue an a pracrabasis we the 20 year useful life of the underling projects (see nate 6).Additionally is increased by the estmand interest based on the interest and he expected relurn rate of the instifutianal investars.
The lightly with msthping in enessed by on interest accual that is based an the outstanding lightly balonce and he argest internal rated frelyn oneed
The HRSs sel forth a range of accure the Board of Directors to apply indoment and make estinctes in deciding which treatment is mast appropriate
The man accounting estimates and in applying the accounting polices are discussed in this note in improve the undershilling of how heir application offects the Group's reported results and discription of the accounting policies employed by the Group is disclosed in Nole 2 to the Cansolidated Annual Accounts
Although esimples are calculated by the Company's directure and the best information world 2010 and 2009, hittee events may reguire changes to hese estimales in subsequent years Any effect on the af adjustments to be made in subsequent yeors would be recognized prospectively.
Considering that in many cases there are other a the accounting treatment adopted by EDP Renovisis, the Grown's reported results could differ it a different Irentment was chosen EDP Renovavire believes that the annual accounts and that the annual accounts are presented toily, in all material respect, the Groups than and results The ollern the outcomes discussed below are presertied solely to assist the reoder in understonding the annual occounts and are not intended to suggest that atternalives ar estimates would be more appropriate
The Group deternines that ovaloble for sole inpared when there has been a significan ar prolonged decine in the toir value below its cast.
This deternincian at what is significant or problem in molong his judgment, the Group evaluets arnong other factors, the normal voldility in stare price In addition, valuations are generally obtained pices or voluation models that may require ossumplions or judgment in making estimates of bir value.
Aternative nethodagies and the use of different assumpling a higher level of imporiment losses recognised with a cansequent inpact in the incame statement of the Graup.
For volues are based on listed matel prices, if ordiable is determined either by deder prices (bath for that transaction or for similar instruments rroded or by proing madels, bosed on nel present volue costs flows which loke mto occount market canditors for the underlying instruments, time volue, yeld curves and valatility foctors These pricing madels may require assumptions or judgments in estimating foir volues
Consequently, the use of a different assumptions ar udgments in applying o particulor model may have produced different finoncial results to a particular period
The Group requirity revews the useful life of its election in arder to bring it into ine with the technical ond economic measurements of the instollations, taking into consideration their technological capacity and prevailing regulatory restrictions
Impoiment test are performed where is an indication that the recoverable anoval of propent, plant, equipment and inlangible ossess is less hon the correspanding net boak value of ossets
Considering that estimated recovery, plant ond equipment, intongible osses ond goodwill ore bosed on the best information valiable, changes in the estimates and isdaments could change the imparment test results which could affects the Group's reported results.
The Group is subject to income loves in numerations and estimales and estimales are required in determing the global amount for income loxes
There ore mony tronsactions and cakulding to: determinalion is uncertain during the ardinary course of business and estimates would result in a different level of incame taxes, current and deferred, recognised in the period
Tox Authorilies are entilled to reveas, and its subsidines 'deterningtion of its annual toxoble earnings, for a delemined period that moy be exlended in case here are losses caried forward Therefore, it is passible that some additional toxes may be ossessed, mainly os o result of the tox low However EDP Renovovers and hase of its subsidiares, are canfident that there will be no material on the annual occounts.
The Boord of Directors considers that Group has contracting and decommissioning of propent, plant and equipment relded to wind electicity generolion For these responsibilities the Group hos recorded cast of restring stes and land to is original condition. The pravisons correspond to the present value af the expenditure expected to be required to settle the abligation
The use of different ossumptions in eslimates and judgments results from those that have been considered
The businesses of EDP Renovices Group are exposed to a variety of financial risks, including the ellers of change ond meres) roles The man finonial isks lie essentialy in is debt parting from interest-de ond the exchange-rate exposures. The unpedicted is andysed on on-going bass in accordance with the EDP Group's rsk monogenent policy. Financed instruments are used to minimize orenial adverse efects resulting from the interest rates ond foreign exchonge rotes risks on EDP Renaváveis financial performance
The Board of Directors of EDP Renoveis is responsible for the establishment principles and the establishment of exposure linits The operational management of financial risks of EDP Renovation the Finance Department of EDP - Energios de Portugal, SA, in accadance with the policies appraved by the Board of Directors The outserification and evoluation of hedging mechanisms aparopriate to ecch expsure.
All fransocians undertaken using derivative the prar approval of the Boord of Directors, which defines the prometers af each fransaction and approves the formal documents describing their objectives.
EDP Group's Financial Department is responsible for nathinge exposure af the Group, seeking to miligate the import of exchange rele Ruchans on the net asses and ne profits of the Group, using foreign exchange debt ond or other hedging structures with symment cl exposure characleristics Io those of the hedged tem. The effectiveness at these hedges is reassessed and monitored their lives
EDPR operales internationally and is exchange-role risk resulting from inrestments in foreign subsidiaries With the objective of minnzing the mpoci al exchonge rates flucturions, EDP Renovaveis general policy is to fund each praject in the currency of the popiect
Currently, the main curency exposure is the U.S dollar from the shareholding in EDPR NA. With the increasing capcity in other geographies, EPP. Is also becoming expased to other currencies (Brozilian Real, Polish Zloty and Romanian Leu),
As a consequence a depectation al 10% in the facinge rate, with reference to 31 December 2010 and 2009, would originate an increase/decrease) in EDP Renavaveis Graup income stotement and equity, as follows (aros)
| 31 Dec 2010 | |||||
|---|---|---|---|---|---|
| Profil ar loss | Equilty | ||||
| +10% | -10% | +10% | -10% | ||
| USD / EUR | 9,527 | -11,644 | |||
| PLN / EUR | 3,584 | -4.3B1 | |||
| 9,527 | -11,644 | 3,584 | -4.381 | ||
| 31 Dec 2009 | |||||
| Profit or loss | Equity | ||||
| +10% | -10% | +10% | -10% | ||
| USD / EUR | 6,415 | -7,841 | |||
| PLN / EUR | 7,984 | -9.759 | |||
| 6,415 | -7,841 | 7,984 | -9,759 |
This analysis assumes that all other variables, namely interest rates, remoin unchangeable
As at 31 December 2010 ond 2009, EDP Renovineis Group has no significont expasses rekated essentially with the EDPR NA activity. To hedge these nisks, EDP Renováveis Group entered into a CIRS in USD ond EUR with EDP Branch |see note 36)
The Group's operating and financial cosh flows are substanlıally independent from the fluctuation in interest-rate morkets
The purpose of the nheres)-rate is management pakins to reduce the expasses of debt to market fluctuations As such, whenever cansidered necessary and in occordance to the Group's policy, the Group contracts denvotive financiol instruments to hedge interest rate risks
In he flocing-role inancing carters, the Group cantracting instruments to hedge cash flows ossociated with future nlerest poyments, which have the effect af converting floating-interest rate loons into tixed-interest rate loans
All hese operations are underloken on lightilio ond are mainly pefect hedges with a high correlation between changes in inir value of the hedging instrument ond changes in foir valve of the inlerest-rate risk or upcoming cash flows.
The EDP Renovivels Group has a partiblics with maturities between i and 15 years. The Financial bepartment of EDP Graup undertales sensility analyses of the fair value of financial instruments to interest-rate fluctuations or upcoming cash flows
About 91% at EDP Renováveis Graup financial debt bear interest at fixed rates
The management of nisk associated to activities developed by the Group is outsurced to the Financial Department of EDP Group, can'racting deivative financial instruments to mitigate this risk.
Bosed on the debt portible of the EDPR EU Group and the relative inancial instruments used to heage associated interest rates interest and interest and interest and interest loans received by EDP Renaviseis, a change of 100 basis prily reterence to 31 December 2010 and 2009 wauld increase / decreasel equity and results of EDP Renovavers Group in the fallowing amounts (in thousand Euros):
| 31 Dec 2010 | ||||||
|---|---|---|---|---|---|---|
| Profit or loss | Equity | |||||
| 100 bp | 100 bp | 100 bp | 100 bp | |||
| increase | decrease | Increase | decrease | |||
| Cash flow hedge derivatives | 28,154 | -30,933 | ||||
| Unhedged debt (varioble interest rates) | -2,168 | 2,168 | ||||
| -2,148 | 2,168 | 26,154 | -30,933 | |||
| 31 Dec 2009 | ||||||
| Profit or loss | Equity | |||||
| 100 bp | 100 bp | 100 bp | 100 bp | |||
| Increase | decrease | Increase | decrease | |||
| Cash flow hedge derivatives | 9,822 | -10,455 | ||||
| Unhedged debt (variable interest rates) | -985 | 985 | ||||
| - વેજરી | ਹੈ ਉਦੇ | 9,822 | -10,455 |
This analysis assumes that all ather voriables, namely foreign exchange rates, remain unchongeoble.
As at 31 December 2010 and 2009, EDPR NA has no significant exposure to interest rate nsks.
The EDP Renovation in tems of the counterparty risk on thonced transactions with campanies autside EDP Group is managed by an anglysis of the technical capotity, compelitieness, credit raine on each counterparites in deivoiles ond finoncial transactions are restricted to high-qually credit institutions or to the EDP Graup.
The EDP Renovels Group documents internotional stording to international instruments contracted with creditions or engaged under ISDA Moster Agreements, to assure a greater flexibility in the instruments in the market
In he specific cose of he EPR EJ Group, credit is is not signited areage collection period for customer balances and the quolity of its debtos The Groups main customers are operators on the energy market of their respective counties (DMEL and MEFF in the cose of the Spanish morkel
In he specific case of EDPR NA Group, credit is inted averge collection period for customer balances and the quality of its debts. The Group's main customers are regulated utility companies and regional morkel ogents in the U.S
EDP Renovineis believes that the amount the Group's exposure to credit risk corresponds to the carring anount of Trade receivobes and Cher deblors, ne' of he impoiment losses recognised The credit quotily of these receivables is dequote and hat no significan imporied credits exisl that have not been recognised as such and provided for
iquidity isk is he possibility hat he Group will no be innoncal obligotions as they foll due. The Group strolegy to moroge liquidity is a ensure, os for as possible, that it will always have significan in a loblifies when due, under both normal ond stressed conditions, without incuring unceptable lasses or risking damage to the Group's reputation
The Iroudly policy followed ensures compling with poyment obligations acquired, through maintaining sufficient and hanny access in the EDP Group tocillies.
The EDP Renovines Group undertakes management of ligiddly risk through the engagement ond montenance of credit its main shareholder as well os drectly in the norternational financial institutions, with the best conditions, assuring the necessary funds to perform is activities.
As at 31 December 2010, market price risk affection is not significant in the case of EDPR NA, prices are fixed and mainly delemined by power purchase agreements In the case of EDPR EU the spoin directly on the daily markel at spot prices plus a pre-defined premium lregulated Nevertheless, EDPR EU has an opian of selling the power through exces. In the remaining countes, prices are mainly determined through regulated tariffs
EDPR EU and EDPR NA have electrity soles swaps that qualify for hedge) hat are relded to electricity soles for the year 2010 and 2009 (see note 36) The purpose of EDP Renovaveis Group is to hedge a valume of energy generated to reduce its exposure to the energy price volutility.
The Group's gad in managing equity, in accordaned by its main shareholder, is to salegund the Group's copcity to canline operating as a gaing concern, grow steadly to meet eslablished growth largets and maining equity shuchure to reduce equity cost
In conformity with other sector groups, the Group chucture based on the leverage ratio This ralculated as ne l'incricid berowings sinided by total equily and net borrowings . Net inancial borrowings are sum of finoncol deb, institutional equily libilities corrected for nor-current defered revenues, less cash and cash equivalents
During the year ended in 31 December 2010, the consolidation permeler of the EDP Renovavels Group were
EDP Renewables Evrope acquired 85% of the shore copitol of Repord Wind S.r.). Mormely named as Intilion wind S.r.) The EDPR Group consaldates 100% of these subsidiaries because there is a put option over the remain 15% (see notes 17 and 37),
* EDP Group holds, through EDP Renovision in the United States of America legally incorporated without shore capitol and that as at 31 December 2010 do not have any assets, liabilities, or any operating activity
During the year ended in 31 December 2009, the changes in the cansolidation perimeter of the EDP Renovivels Group weres
· EDPR Group, firough its subsidiary EDPR Brasil, S.A. acquired 100% of CENAEEL - Central Nacional de Energia Edica, Lda "CBNAEE", Jose note 171:
The following companies were merged in Neogália, S.A.S.(cont.):
The following companies were merged In Neolica Polska:
Revenue is analysed by sector as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro1000 |
||
| Revenue by sector of activity/business: | |||
| Electricity | 838,573 | 632,726 | |
| Other | 1,841 | 10,791 | |
| 840,414 | 643,517 | ||
| Services rendered by sector of activity: | |||
| Other | 4,642 | 4,725 | |
| 845,056 | 648,242 | ||
| Total Revenue: | |||
| Electricity | 838,573 | 632,726 | |
| Other | 6.483 | 15,516 | |
| 845,056 | 648,242 | ||
Cost of consumed alectrictly and Chonges in inventorial ond consumables used is onalysed os follows
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
||
| Cost of consumed electricity | 2,917 | 1,522 | |
| Changes in inventories and cost of raw material and consumobiles used: | |||
| Cost of consumables used | 12.684 | 2.803 | |
| Changes in inventories | -11,187 | .910 | |
| 4 414 | 6,235 |
Other operating income is onalysed as follows.
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
|
| Supplementary incame | 1.468 | 1,303 |
| Gains an fixed assets | 283 | 51 |
| Turbine availability income | 962 | 12,692 |
| Income from sale of interests in institutional portnerships - EDPR NA | 107,005 | 82.671 |
| Amortization of deferred incame related to power purchase agreements | 25,776 | 17,654 |
| Operating indemnities | 2.515 | 3.319 |
| Gain related with business cambination de Parque Edico Altos del Valtoya, 5.A | 3,170 | |
| Contract termination indemnily | 15,840 | |
| EDPR Palska | 15,000 | |
| Other income | 8,011 | 7,541 |
| 180 030 | 125 231 |
Income from institutional porherships - EDPR NA, ncluded to production lax credits PTC and tax depreciations, related to projects Vent I, II, II, IV, V, VI, VII ond VIII (see note 33).
Turbine ovalidatity nome relers to compensation turbines suppliers when the measured availability of turbines in activity is less han 9% in he first six months and/or less than 97% in any of the subsequent periods of six months during the warranty period.
The power purchase agreements between EDPR NA and its customers were valued, at the discouned cash flow lechniques. At had date, hese agreements were ralued based on market assumpley 120 million Euros (USD 190 4 million) and recorded as o non-current libility (note 34, This libility is amortised aver the period of the agreements against other aperating income. As at 31 December 2010, the period arnounls to 25,776 thousand Euros (31 December 2009: 17,654 thausand Euros)
Operating ndemnities refer to amounts received from in relams for longible liked assels and or losses an the apertiland activity
During 2001, the EDP Renovises Group ocquired on 12% in the share copted of Parque Eélico Allos del Volfyy, S.A., obtaining the control of his company Based on the lind purchase arce allocation has originated a gain of 3.70 thousand Euras Isee nate 5 and 17
Contract lernination indermily in the amount of 15,840 thousand between the subsidiary Post Ook Wind LLC JEDPR NA subgroup) and its dient J Aron to an eorly retease fram the tast seven years of the power purchase agreement
The amount included in EDPR Polsk from the business combinations of Farno Widrowa Badzonow SP ZOO, Farno Watrowo Strozzeby SP ZOO, Farno Withowa Wyszogrod 5P ZOO and reloved purchase price allocation of the operating asses and liobilities and he recognition of ther operating income omauning to 15,000 thousand Euros (see note 5 related with a purchase opparturity that results from the Group financel capacity
This balance is analysed as follows.
| Group | |||
|---|---|---|---|
| 31 Dec 2010 | 31 Dec 2009 | ||
| Euro'000 | Euro'000 | ||
| Supplies and services: | |||
| Water, electricity and tuel | 2,751 | 1,876 | |
| Taols and office material | 2,132 | 1,692 | |
| Leases and rents | 29,728 | 22,310 | |
| Communications | 3.168 | 2,679 | |
| Insurance | 11,346 | 8,244 | |
| Transportation, fravelling and representation | 7.651 | 7,499 | |
| Cammissians and fees | 1,045 | 813 | |
| Maintenance and repairs | 101,677 | 70,823 | |
| Advertising | 2,230 | 1,848 | |
| Specialised works | |||
| - IT services | 3,487 | 3,457 | |
| - Legol fees | 4,371 | 3.411 | |
| - Advisary fees | 7.964 | 8,707 | |
| - Shared services | ર્બને વિવેટ | 5,931 | |
| - Other services | 5,198 | 4,319 | |
| Royallies | 1,500 | 1,500 | |
| Other supplies and services | 5,468 | 3,195 | |
| 196,211 | 148,304 |
Personnel costs is onalysed as follows:
| orpup | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
||
| Management remuneration | 1,158 | 722 | |
| Remunerations | 49.052 | 40.413 | |
| Social charges on remunerations | 6,874 | 5,718 | |
| Emplayee's varioble remuneration | 14.241 | 11,563 | |
| Emplayee's benefits | 2,292 | 1,773 | |
| Pension, medical care and other plans expenses | 2,240 | 633 | |
| Indernnities | 793 | 555 | |
| Other costs | 2.314 | 5,025 | |
| Own work capitalised | -24,118 | -23 855 | |
| 54.846 | 42.547 |
The overage breakdawn by management positions and professional category of the permanent staff as of 31 December 2010 and 2009 is as follows:
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| Baard members | 16 | 16 |
| Senior monagement / Senior officers | 60 | 52 |
| Middle management | 442 | 381 |
| Highly-skilled and skilled employees | 220 | 180 |
| Semi-skilled workers | 100 | 108 |
| 838 | 737 |
The companes of EDPR Group consolidation method have contributed with 15 employees included in the semi-skilled in
The number of employees includes Monagement and all the subsidiaries and ossociates
Other operating expenses ore anolysed as lollows:
| Oroup | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
|
| Direct operaling taxes | 15,984 | 11,958 |
| Indirect taxes | 7.668 | 6,466 |
| Losses on fixed assets | 1,845 | 1,970 |
| Lease casts related to the electricity generating centres | 7,770 | 4,995 |
| Donations | 451 | 285 |
| Amorlizalions of deferred O&M cast | 1,222 | 872 |
| Turbine availability banus | 1.229 | 661 |
| Other casts and losses | 20,697 | 6.631 |
| 56,866 | 33,838 |
Other cass ond losses includive expenses of 1,766 thousand Euros The omounl recognised is the best estimate of the experied to sate the present obligation of the end of 2010.
This balance is analysed as follows.
| Group | |||
|---|---|---|---|
| 31 Dec 2010 | 31 Dec 2009 | ||
| Euro 000 | Euro'000 | ||
| Property, plant and equipment: | |||
| Buildings and other constructions | 1,473 | 594 | |
| Plant ond machinery | |||
| Hydroelectric generation | 86 | 83 | |
| Thermoelectric generation | 192 | ||
| Wind generation | 422,140 | 306,733 | |
| Other | 15 | 349 | |
| Tronspari equipment | 234 | 142 | |
| Office equipment | 6.451 | 3,180 | |
| Other | 1,764 | ଚିତ୍ର | |
| 432,163 | 312,133 | ||
| Other Intangible assets: | |||
| Industrial praperty, other rights and other intangibles | 2,240 | 2,217 | |
| 2,240 | 2,217 | ||
| 434,403 | 314,350 | ||
| Amartisation of deferred Income (Government grants): | |||
| Investment gronts | -11,406 | -2,403 | |
| -11,406 | -2,403 | ||
| 422,997 | 311,947 |
Gains / Bosses) from the sale of financial assels, for the Group, are analysed as follaws
| 31 Dec 2010 | 31 Dec 2009 | ||||
|---|---|---|---|---|---|
| Disposat S |
Value Euro 000 |
Disposal P |
Value Euro'000 |
||
| rwestments in subsidiarles and associates | |||||
| Ibersol Solar Bérica, S.A | 50% | 268 | |||
| 268 |
In 2009 Generaciones Especiales I, SL, sald to 50% shares SA to Solar Millennium AG, for 300 hausonds of Evas, generating on accounting gain of 268 thousands of Euros
Other financial Income and financial expenses are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
||
| Other financial Income: | |||
| Interest income | 7,355 | 7,865 | |
| Derivative financial instruments | |||
| Interest | 2,576 | 9,108 | |
| Fair value | 8,376 | 5,983 | |
| Foreign exchange gains | 25,984 | 12,747 | |
| Other tinancial Income | 14 | 14 | |
| 44,305 | 35,717 | ||
| Other financial expenses: | |||
| Interest expense | 176,792 | 103,745 | |
| Oerivative financıal instruments | |||
| Fair volue | ર્દ ,356 | 4,579 | |
| Bonking services | 3,874 | 732 | |
| Foreign exchange losses | 26,142 | 5,629 | |
| Own work capitalised (financial interests) | -68,401 | -74,691 | |
| Unwinding | 71,317 | 65,901 | |
| Other financial expenses | 3,371 | 2,256 | |
| 218,451 | 108,151 | ||
| Finoncial income / (expenses) | -174,146 | -72,434 | |
Derwatve financial instruments - Interest liquidotions on the denvative finoncial instrument estoblished belveen EDP Rench (see notes 34 and 36).
In cccrdance with the accaunting policy described on note 2g), of the 31 December the borrowing costs interests copialsed in tangible fixed assets in progress as at 31 December 10,691 thousand Euros (74,691 thousand Euros as at 31 December 2009 ond are included under Own work copialised linerest, The implici interest rates used for this coptaliation vary n accordance with the related hanns, between 1.725% and 13 09% (31 December 2009: 1.839% and 10 250%].
Interest expense refers ta interest an loans bearing interest at market rates
Unwinding experses relers essentially to the incovisors for dismanling and decommissioning of wind farms 2,872 thousand Euros (1) December 2009 : 3,134 thousand Euros) (see nate 32), to the finability reloted with put option of EOPR Italia 1,889 thousand Euros (31 December 2009 - 8,20 thousand Euros reloted with put option of Genesa Grup) (see nate 34) and the implied return in institutional parters (4,830 thousand Euros (31 December 2009 54,147 thousand Euros) (see note 33)
in accardance with prevaling legisten to revear and correction by the lax authorities during subsequent years. In Partygliand Span his period is four years and in 8 razli li is five year considered to be defirlinely reveal by the lox authorities In the United Sides of America, generaly, he statute to the issuance by tox additional iiquidation is three years from the date of sellement of the annual tox declargion of a company
Tox losses generated in each vear, and adjustment, may be deductible from toxable prafis during subsequent years in Portugal since 200, 15 years in 5pan, 20 years in the USA, without an Belgium, France and Brazil, but lintied by 30% of the taxable income of each period, The breakdown af losses caried loward and the respective expiration date are presented in Note 20 The CDP Renoviveis Group are taxed, wherever possible, on a cansolidated basis allawed by the tax law of the respective countnes.
EDP Renewables Europe, S.L. and its subsidial tox decarating in accardance with prevaling tox legistation Nevertheless, the main Goup componies poy income to tollowing the special Tox Consolidition Regime, canloned in articles of and 82 of Royal Legistaries Decree 4/2004 whereby the revised caparate income to low was appraved The Tox Consaldation the Tox consaldation permeler of Genesa Group and EDP, S.A - Sucursal en España (EDP Branch).
This balance is analysed as follaws·
| Group | |||
|---|---|---|---|
| 31 Dec 2010 | 31 Dec 2009 | ||
| Euro'000 | Euro'000 | ||
| Current tox | -28.763 | -34,112 | |
| Deferred tox | -8.996 | -10.642 | |
| -37.759 | -44,754 | ||
| a personale le name for and 13 m --------------------------------------------------------------------------------------------------------------------------------------------- |
The effective incame tax rate as at 3 ? December 2010 and 2009 is analysed as follaws:
| Group | ||
|---|---|---|
| 31 Dec 2010 31 Dec 2009 | ||
| Euro'000 | Euro 000 | |
| Profil before tax | 120,797 | 162,541 |
| Income tax | -37,759 | -44,754 |
| Effective Income Tax Rate | 31.26% | 27 53% |
The reconcliation between the nominal and the effective income tox rate for the years ended 31 December 2010 ond 2009 is analyed as fallows:
| Group | Group | |
|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
|
| Profit before trixes | 120.797 | 162,541 |
| Naminal income tox rate | 30 00% | 30.00% |
| Expected income taxes | -36,239 | -48.762 |
| Incame taxes for the period | -37,759 | -44,754 |
| Oifference | -1,520 | 4,008 |
| Tax effect af operations with institutional partnerships | -1,812 | 22,013 |
| Depreciation, amortization and provisians | -3.727 | -4,656 |
| Unrecognised deferred tax assets related to tox losses generated in the period | 3,206 | -31 447 |
| Production tax credits | -5,330 | 14.702 |
| Fair value of financiol instruments and financial investments | 87 | -2,587 |
| Financial investments in assaciates | 1.426 | 1,263 |
| Difference between gains and accounting gains and lasses | 5,114 | 727 |
| Tox differencial | -558 | |
| Tax benefits | 2,666 | |
| Effect af tox rates in foreign jurisdictions | 1.674 | |
| Other | 74 | -347 |
| -1,520 | 4,008 |
The income tax rates in the countries in which the EDP Renovaveis Group operates are as follows:
| Tax rate | |||||
|---|---|---|---|---|---|
| Country | Subgroup | 2010 and 2009 | Subsequent Asalt |
||
| Spain | FDPR FU | 30.00% | 30.00% | ||
| Portugol | EDPR EU | 26.50% | 26 50% | ||
| France | EOPR EU | 33.33% | 33 33% | ||
| Polond | EDPR EU | 19 00% | 19 00% | ||
| Belgium | FDPR FU | 33.99% | 33 99% | ||
| Romania | EDPR EU | 16.00% | 16 00% | ||
| United States | EDDE NA | 37.63% | 3763% | ||
| Arazil | EDPR BR | 34.00% | 34 00% |
This balance is analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro1000 |
|
| Cost: | ||
| Land and natural resources | 18,867 | 13,119 |
| Buildings and other constructions | 13.886 | 11,041 |
| Planl and machinery: | ||
| Hydroelectric generation | 2,619 | 2,619 |
| Thermaelectric cageneration | 6,008 | 6,008 |
| Wind generation | 9,536,702 | 7,354,463 |
| Other plant and machinery | 290 | 255 |
| Transport equipment | 1,641 | 1,063 |
| Office equipment and tools | 29,186 | 21,492 |
| Other tangible fixed assets | 12,205 | 8,829 |
| Assets under construction | 1,666,957 | 2,038,064 |
| 11,288,371 | 9,456,953 | |
| Accumulated depreciation: | ||
| Depreciation and omortisation expense for the period | -432,163 | -312,133 |
| Accumulated depreciation | -874,437 | -509,809 |
| -1,306,600 | -821,942 | |
| Carrying amount | 9,981,771 | 8,635,011 |
The mavement in Property, plant and equipment fram 31 December 2010, is analysed os fallows
| Balance 1 January Euro'D00 |
Acquisitions / Increases Euro 000 |
Disposals Euro'000 |
Tronsfers Euro'000 |
Exchange Differences Euro'000 |
Penmeter Varlations / Regularisations Euro'000 |
Balance at 31 December Euro 000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Lond ond natural resources | 13.119 | 5,610 | -39 | 74 | 103 | 18,867 | |
| Buildings ond other constructions Plant and machinery |
11,041 | 2,556 | 297 | 13,896 | |||
| Hydroeledric generation | 2.619 | 2,619 | |||||
| Thermoelectric cogeneration | 6,008 | 6.008 | |||||
| Wind generation | 7,354,463 | 21,928 | -1,869 | 1,820,606 | 297,451 | 44,123 | 9,536,702 |
| Dither plant and machinery | 255 | 21 | - ] | 15 | 290 | ||
| Tronsport equipment | 1,063 | 468 | 34 | 76 | 1,641 | ||
| Office equipment and tools Other |
21,492 | 5,018 | -98 -13 |
1,621 ddy |
741 18 |
412 ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |
29,186 |
| 8,829 | 2,376 | 12,205 | |||||
| Assets under construction | 2,038,064 | 1,432,658 | -1,703 | -1,823,329 | 24,718 | -3.45 | 1,666,957 |
| 9,456,953 | 1,470,637 | -3 823 | 323,504 | 41,100 | 11,288,371 | ||
| Impalrment | Penmeter | ||||||
| Balance | Chorge | Losses / | Exchange | Variations / | Balance at | ||
| 1 January | for the period | Reverses | Disposals | Differences | Regularisations | 31 December | |
| Euro 000 | Euro 000 | Euro 000 | Euro'000 | Euro 000 | Euro 000 | Euro 000 | |
| Accumulated depreciation and | |||||||
| Impairment losses | |||||||
| Buildings ond other constructions Plant ond machinery: |
2,287 | 1,473 | 27 | 3,787 | |||
| Hydroelectric generation | 1,526 | 8 ୧ | 1,612 | ||||
| Thermoelective cogeneration | 6,009 | 6,009 | |||||
| Wind generatian | 799,376 | 422,140 | -961 | 20,040 | 33,529 | 1,274,124 | |
| Other plont and mochinery | 227 | 15 | 7 | 249 | |||
| Transport equipment | 367 | 234 | 20 | 621 | |||
| Office equipment and tools | 7,050 | 6.451 | -12 | -119 | 84 | 13,454 | |
| Other | 5,100 | 1,764 | -100 | -20 | 6.744 | ||
| 821,942 | 432.163 | -1.073 | 19.948 | 33,620 | 1,306,600 |
Plant and Machinery includes the cost of the wind farms under operation.
The caption Perimeter Variations / Regulations mode by EDPR EU, dunny the period ended at 31 December 2010, namely EP Renewrobes Italy, S.r.). and Reportion of the integration of the assess (and licbilities) of the subscions Parque Following the ocquisition of an additional 12% interest (see note 5).
In 2009, Perineter vandtons/regularisations in effect of the occusion of the wird power companies CENAEEL and Elebras, Brazilan subsidians, and other companies of NEO Group, many Mardelle, Quinze Mulin, Bon Vent de L'Ebre, Elektrownia Widrowa Kresy and Aprofilment D'Energes Renovables de lo Terra Alta, totalling 40,032 thousonds of Euras.
Aquisitions / hcreases of ossels under cansivition neloted to the purchase pree allocation performed in 2001 for the companies ocquired during the year Isee note 17).
The movement in Property, plant and equipment from 31 December 2009, is analysed as follows
| Balance 1 January Euro'000 |
Acquisitions Euro 000 |
Disposals Euro 000 |
Transfers Euro'000 |
Exchange | Perimeter Variations / |
Balance at | |
|---|---|---|---|---|---|---|---|
| Differences Euro 000 |
Regularisations Euro 000 |
31 December Euro 000 |
|||||
| Cast: | |||||||
| Land ond natural resources | 11,739 | 1,591 | -4 | 128 | -423 | ਉੱਚ | 13.119 |
| Buildings ond other constructions Plant and mochinery: |
10 855 | 2,802 | -147 | -2,469 | 11,041 | ||
| Hydraelectric generation | 2,619 | 2,619 | |||||
| Thermoelectric cogeneration | ୧ ୦୦୫ | 6,000 | |||||
| Wind generation | 5,227,721 | 49,155 | -974 | 2,189,644 | -130,206 | 19,123 | 7,354,463 |
| Qther plont and machinery | 247 | 8 | 255 | ||||
| Transport equipment | ୧୫୧ | 527 | -84 | -32 | -34 | 1.063 | |
| Office equipment and tools | 9,378 | 9,354 | -23 | 3,391 | -356 | -252 | 21,492 |
| Other | 7,334 | 478 | -34 | 1,111 | -60 | 8,829 | |
| Assels under construction | 2,382,901 | 1,831,2BO | -3,580 | -2,195,668 | -3,618 | 26,749 | 2,038,064 |
| 7,659,488 | 1,895,187 | -4.699 | -1,386 | -134,842 | 43,205 | 9,456,953 | |
| Balance 1 January Euro'000 |
Charge for the period Euro 000 |
impalrment losses / Reverses Euro 000 |
Disposals Euro '000 |
Exchange Differences Euro 000 |
Perimeter Variations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
| Accumulated depreciation ond Impairment losses: |
|||||||
| 1,736 | ਟਰੇਬ | -16 | -27 | 2,287 | |||
| Plant ond mochinery. | |||||||
| Hydroelectric generation | 1,443 | 83 | 1,526 | ||||
| Thermaelectric cogeneration | 5,817 | 192 | 6,009 | ||||
| Wind generation | 499,925 | 306,733 | -180 | -8,893 | 1,791 | 799,376 | |
| Other plant and machinery | 214 | 349 | -336 | 227 | |||
| 266 | 142 | -34 | -9 | 2 | 367 | ||
| 4,256 | 3,180 | -25 | -90 | -27 | 7,050 | ||
| 4,026 | 860 | -28 | -28 | 270 | 5,100 |
Assets under construction as at 31 December 2010 and 31 December 2009 ore onalysed os follows
517,683
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
|
|---|---|---|
| Electricity business: | ||
| EDPR NA Group | 288.285 | 438.274 |
| EDPR EU Group | 1,293,304 | 1,595,787 |
| EDP Renováveis | 7.909 | 1 861 |
| EDPR BR | 77.459 | 2,142 |
| 1.666.957 | 2,038,064 |
312,133
-267_
-9,036 - - - -
1,429 - 1,429 821,942
Assets under construction as at 31 December 2010 and EDPR NA Group are essenibly related to wird farms under construction and development
Finonciol interests capilalised amount to 68,401 thousand Euros as at 31 December 2010 and 74,691 housand Euros as at 31 December 2009 (see nole 13).
Personnel costs capitalised ansunt to 24,118 thousand Euros as at 31 December 2009 23,855 thousand Euros) (see note 9)
The EDP Renaváveis Group has lease ond purchose obligotions as disclosed in Note 37 - Commitments
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
||
| Cost: | |||
| Industrial property, ather rights and other intangible assets | 41.069 | 30,378 | |
| intangible assets under develapment | 2,844 | ||
| 41,069 | 33,222 | ||
| Accumulated amortisation: | |||
| Depreciation and amortisatian expense for the period | -2,240 | -2.217 | |
| Accumulated depreciation | -16,102 | -13.665 | |
| -18.342 | -15,882 | ||
| Carrying amount | 22,727 | 17,340 |
Industral propent, other intergible osses include 14,035 thousond Euros and 24,693 thousand Euros reldted to wnrld generalien icenses af Portuguese companies (3) December 2009- 14,035 thousand Euros) and EDPR NA Graup (3) December 2009- 13,920 thousand Euras), respectively,
Intangible assess under development are essentially related to advances for the acquisition of electricity wind generation licenses
The movement in Inlangible assels from 31 December 2009 to 31 December 2010, is analysed as follows
| Balance at 1 January Eura 000 |
Acquisitions Euro 000 |
Disposals Euro'000 |
Transfers Euro 000 |
Exchange differences Euro 000 |
Perimeter Varlations / Regularisations Euro'000 |
Balance at 31 December Euro 000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Industrial property, other rights and other inlangible assets Intangible assets under develapment |
30,378 2,844 |
2,186 314 |
-2 | 2 -2 |
1.062 | 7,441 -3,154 |
41,069 |
| 33,222 | 2,500 | -2 | 1.062 | 4,287 | 41,069 | ||
| Balonce at 1 January Euro 000 |
Charge for the year Euro 000 |
Impalment Euro 000 |
Disposals Euro 000 |
Exchange differences Euro'000 |
Perimeter Variations / Regularisations Euro 000 |
Balance at 31 December Euro'000 |
|
| Accumulated amortisation: | |||||||
| Industrial praperty, other rights and ather intangible assets |
15,882 15,882 |
2,240 2,240 |
220 220 |
18,342 18.342 |
|||
The Peimete Varalians / Regularistians of the caption India rights and other mangble assess mainty ncludes 7,57 thusand Euros reloted with a contractual right of EDPR NA ta move power through the 2009, prar a the signalure al this new contract, EDPR NA was supposed b be efenned far the amaunt of the interconnection upgrades in cash, and has classified this amount as Other deblars.
The Perimeter Variations of the copital intragible asses under development mainly includes 2,400 thousand Euros related with the annulinent of the advanced payments from intongible assets suppliers of EDPR EU subgroup
The movement in Intangible assets from 31 December 2009, is analysed as follows
| Balance at 1 January Euro 000 |
Acquisitions Eura 000 |
Disposals EUro'000 |
Transfers Euro 000 |
Exchange differences Euro 000 |
Perimeter Variations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Industrial praperty, other rights and | |||||||
| other intangible assets | 33,521 | 39 | -2.773 | -409 | 30,378 | ||
| Intangible assets under development | 2,840 | ব | 2,844 | ||||
| 36,361 | 43 | -2,773 | -409 | 33,222 |
| Balance at 1 January Euro'000 |
Charge for the year Euro1000 |
Disposals Euro 000 |
Tronsfers Euro DOO |
Exchange differences Euro 000 |
Perimeter Vanations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Accumulated amartisation: | |||||||
| Industrial praperty, other rights and other intangible assets |
13.953 | 2,217 | -105 | -183 | 15,882 | ||
| 13.953 | 2.217 | -105 | -183 | 15,882 |
For the Group, the breakdown of Goodwill resuling the cast of the investments and the corresponding share of the fair value of the net ossess ocquired, is analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|||
| Electricity business: | ||||
| Goodwill booked in EDPR EU Group | 749 392 | 765.987 | ||
| Goodwill booked in EDPR NA Group | 597 915 | ટ ૨૦ ૪૨૪ | ||
| Goodwill booked in EDPR BR Group | 1 499 | 1,501 | ||
| 1.344.006 | 1,318,356 |
EDP Renewables Group goodwill os at 31 December 2010 and 31 December 2009 is analysed as follows:
| Group | |||
|---|---|---|---|
| Functional Currency |
31 Dec 2010 Euro 000 |
31 Dec 2009 Euro 000 |
|
| EDPR NA group | U5 Dalkar | 592.915 | 550 868 |
| Geneso group | Euro | 408,554 | 477,522 |
| Ceosa group | Euro | 117,637 | 117.513 |
| EDPR Polska | Zlaty | 23,266 | 26.410 |
| EDPR Portugal group | Euro | 42,588 | 42,588 |
| NEO Galia SAS group | Euro | 79,958 | 83.160 |
| Romania group | ല | 9.421 | 10,931 |
| NEO Catalunya | Euro | 7.013 | 4.689 |
| EDPR BR Group | Brosilion Real | 1.699 | 1,501 |
| EDPR Italia Group | Euro | 57,781 | |
| Other | Euro | 3.174 | 3,174 |
| 1.344.006 | 1.318.356 |
During the year 2010, the movements in Goodwill, by subgroup, are anolysed as fallows:
| Balance at 1 Januory Euro 000 |
Increases Euro 000 |
Decreases Eura 000 |
Impalrment Euro 000 |
Exhange Differences Euro 000 |
Perimeter Vorlations/ Requiansations Euro 000 |
Balance at 31 December Euro 000 |
|
|---|---|---|---|---|---|---|---|
| Electricity Business | |||||||
| EDPR NA group | 550,868 | 42,047 | 592,915 | ||||
| Genesa group | 477,522 | -୧୫ ବୃଷ୍ଟି ବିବିଷ | 408,554 | ||||
| Ceasa group | 117,513 | 124 | 117,637 | ||||
| EDPR Polska | 26.410 | -3,144 | 23,266 | ||||
| EOP Renovóveis Porlugol group | 42,588 | 42,588 | |||||
| NEO Galia SAS group | 83.160 | - | -3,202 | 79.958 | |||
| Romanio graup | 10.931 | - | -1,510 | 9,421 | |||
| Neo Cotalunyo | 4,689 | 2,324 | 7,013 | ||||
| EOPR BR Graup | 1,501 | 198 | 1,699 | ||||
| EDPR Italia Graup | 57,781 | 57.781 | |||||
| Other | 3,174 | 3,174 | |||||
| 1,318,356 | 60.229 | -72,170 | 37,591 | 1,344,006 |
œ
The movements in Goadwill, by subgroup, from 31 December 2009, are analysed as fallaws
| Perimeter | ||||||||
|---|---|---|---|---|---|---|---|---|
| Balance at | Exhange | Varlatians/ | Balance at | |||||
| 1 January | Increases | Decreases | Impalment | Differences | Regularisations | 30 June | ||
| Euro 000 | Euro 000 | Euro'000 | Euro 000 | Euro'000 | Euro'000 | Euro 000 | ||
| Electricity Business | ||||||||
| EDPR NA Group | 569,777 | -18,909 | 550,868 | |||||
| Genesa Group | 441.356 | 36,166 | 477,522 | |||||
| Ceasa Group | 146,469 | 76 | -3,502 | -25,530 | 117,513 | |||
| EDPR Polska | 25,424 | 736 | 250 | 26,410 | ||||
| EDP Renováveis Portugal Group | 43,011 | -423 | 42,588 | |||||
| NEO Galia SAS Group | 45,104 | 113 | 37,943 | 83,160 | ||||
| Hallywell Group | 8,007 | -8.007 | ||||||
| Ridgeside Group | 4,317 | -4,317 | ||||||
| Romania Group | 14,803 | 216 | -4,088 | 10.931 | ||||
| NEO Catolunya | 4,187 | 502 | 4,689 | |||||
| EDPR BR Group | 1,246 | 255 | 1,501 | |||||
| Other | 3.263 | -89 | 3,174 | |||||
| 1,305,718 | 39,055 | -8,013 | -18,404 | 1,318,356 |
Goodwill arising Iram the coupisition of the EDPR NA Group was determined in USD as al 31 December 2010 and announts of USD, coresponding to 592,915 housand Euros (31 December 2009 550,666 thousand Euros), including the enount of 12,723 housand Euros The incease n EDPR NA Group goodwill is relot tron exchange differences of EUR CSD of 42,047 housond Euros (decrease of 10,900 thousand Euros as al I December 2009)
The variation in Genesa Group goodwill is readyction in proportion of 20% of the publication of the pul ophons of Capo Madrid over Geness omounting oproximately negative 68,968 thousand Euras (31 December 2009: pasitive 36,139 thousand Euros) (see note 37)
During 2001 the EDPR Group increased its indirect hom 4% in the shore copital of Parque E6lico Albs del Voltoyd, S.A. lsee note 5) ond has corried out he purchase price allocation that originates the recognition of an operating income of 3, 170 thousand Euros (see nate 7),
| Boak value | Provisory PPA |
Assets and at fair value |
||
|---|---|---|---|---|
| Euro 000 | Euro'000 | Euro 000 | ||
| Property, plant ond equipment | 32.257 | 21.671 | 53.928 | |
| Other assets (including licenses) | 7,138 | 7.138 | ||
| Total assets | 39,395 | 21,671 | 61,066 | |
| Non controlling interest | 10.507 | 1,459 | 11,966 | |
| Deferred tox lightines | 3.966 | 3.966 | ||
| Financial debt | 27,344 | 27,344 | ||
| Curent liabilities | 3,040 | 3.040 | ||
| Total liabilities | 30,384 | 3.966 | 34,350 | |
| Net assets acquired | 9,011 | 17.705 | 14,750 | |
| Consideration transferred | 11,580 | 11,580 | ||
| Goodwill | 2,569 | -3,170 |
in 2009 the increase in Ceaso Group goodwill (76 thousand Euros) is related with the acquisiion of 48.7% of Allo, S.A, with on acquisition cast of 1,083 thousands of Euros
in 2009 the decrease in Cesso Group godwill results of the ocquisition price of Parce of Parce of Coll de Maro, S.L. (1,555 thousonds of Euros), Porcedic Tore Madrina, S.I. (1,555 housands of Euros) ond Parc, S. (392 thousands of Euros) ond from the estructuring process that organaled the transter of French subsidiaries from Ceasa subgroup to Neo Golia subgroup (25,530 thousonds of Euros).
in 2010 the increase in Ceoso Group is related with on the contingent prce 124 thousand Euros) of Aprolitement D'Energies Renovables de l Terro Allo, S.A
In 2010, the increase in EDPR Polsond Euros) is relevel with the crauisition of 100% of the shore capital of subsidiary Karpacka SP 200 Additionolly the goodwill has decreased 3,144 thousand Euros related with exchange differences.
In 2010 EDPR Plaska Grup acquired 100% of the shore copial of the campanies farma Watrawa Sarazeby SP ZOO and Frama Withrowd Wyszogrod SP ZOO ond carried aul the lind it a recognifian of an operating income at 15,000 thousand Euros, analysed as follows:
| Bodzanow | Starozreby | Wyszogrod | Book value | Final PPA | Assets and liabilities at fair value |
|
|---|---|---|---|---|---|---|
| Euro'000 | Euro 000 | Euro 000 | Euro'000 | Euro 000 | Euro'000 | |
| Property, plant and equipment | 39 | 54 | 134 | 227 | 38,533 | 38,760 |
| Non current assets | 39 | ਦੇ ਹੋ | 134 | 227 | 38.533 | 38,760 |
| Current assets | 445 | 442 | 375 | 1,262 | 1,262 | |
| Tatal assels | 484 | 496 | 500 | 1.489 | 38,533 | 40,022 |
| Deferred tax lightlies | 421 | 383 | 332 | 1,136 | 7,348 | 8,484 |
| Current ligbilities | 14 | 14 | 14 | |||
| Tatal liabilites | 422 | 382 | 346 | 1,150 | 7,348 | 8,498 |
| Nel assels acquired | 62 | 114 | 163 | 339 | 31,185 | 31,524 |
| Consideration fransferred | 6.132 | 5,513 | 4,879 | 16,524 | 16,524 | |
| Goodwill | 6,070 | 5,399 | 4.716 | 16,185 | -15,000 |
in 2009, the ncease in Neo Golia SAS Group of 113 thousand Euros results for the share copiral al subsidiants Mardelle, SAR on d Valle du Mouin, SARL and 49% of Quinze Mines, SARL and fram the restructuring process hat originated the transper of Fench subsidiaries trom Ceasa, Hollywell, Ridgeside and Other subgroups to Nea Galia group (37,943 thausand Euros)
In 2010 the decrease in Nea Golia Group (3,202 thousand Euros) is related with a reduction of the acquisition of Ede 76
In 2009, the increase in Ramano Group goodwill is relect in acquisition confingent price (216 thousand Euros) of the compony Renovary The decrease of Ramonia group goodwill 4,088 thousand Europ of poyoble success tes. os pre-stablished controched assumplions were not achieved
In 2010 the decrease of 1,510 thousand Euros is related with the effect from exchange differences of EUR/LEJ
In 2009, he increase in Nea Cotalina Group goodwill (2,826 housond Euros) is related with the shore copial of subsidiary 801 (en the l Éber, including the effect of the final PPA corned aut in 2010, analysed as fallows.
| 2009 | 2010 | |||||
|---|---|---|---|---|---|---|
| Assets and | Assets and | |||||
| Book Value | Provisory PPA | Uobillies at fair value |
Final PPA | Liabilities at fair value |
||
| Euro 000 | Euro'000 | Euro'000 | Euro 000 | Euro'000 | ||
| Property, plant and equipment | 4,113 | 8,993 | 13,106 | 4,042 | 17,148 | |
| Other assets (including licenses) | 1,012 | 1,012 | 1,012 | |||
| Total assets | 5,125 | 8,993 | 14,118 | 4,042 | 18,160 | |
| Deferred tax liabilities | 1,864 | 1,864 | 2,045 | 3.909 | ||
| Current liabilities | 5,070 | 5,070 | 5,070 | |||
| Total liabilities | 5,070 | 1,864 | 6.934 | 2,045 | 8,979 | |
| Net assels ocquired | રેર | 7,129 | 7.184 | 1,997 | 9,181 | |
| Consideration transferred | 1.686 | / ୧୫୧ | 12,007 | |||
| Goodwill | 7,631 | 502 | 2,826 |
During the year 2010 the find purchose price allor al subsition al subsidiary Bon Vert de Lifere was caried out and the goodwill of Neo Catalunyo subgroup has increased by 2,324 thousand Euros
In 2009, the increase in EDPR Brazil Group goodwill is relation of 10% of shore copild of CENAEEL in the omound of C.J246 thous ond with the effect from exchange of the EUR/BR of 255 housands of Euros In 2009 EDPR Brazil Group olso ccquired 100% at share capital of Elebris but he no godwill wos generaled in the acqusition The ocqusition price of these two companies was opproximately 15,000 thousands of Euros
In 2010, the increase in EDPR BR Group gocdwill is related with the effect ham exchange differences of EUR/BRL of 198 thousand Euros
In 2010, EDPR Group his subsidiary EDPR EU acquired 85% of the shore capital of EDP Rerewables that,S.r.). Additionally, EDPR EU has a call aplian ond Enego n Natura, Sr I has a pul aption aver the compony's share capital (see nde 37), as a cansequence, as at 31 December 200, the EDPR Group has cansolidated 100% af EDP Renewables Italia, I | , taking cansidering the put aplicition of non cantralling interests.
The talla subgraup goodwill results from the ocuisition Wind, S.r.), Repord, S.r. During 200, the find PPA for the trainin Wird, S.r.), Reparo, S.r.l. acquisitions was carried aut and the tinal gaadwill generated is analysed as fallows:
| Assets and | ||
|---|---|---|
| Book value | PDV | at fair value |
| Euro 000 | Euro 000 | Euro'000 |
| 4,841 | 3.964 | 8,805 |
| 123 | 123 | |
| 15.149 | 15,149 | |
| 20, 113 | 3,964 | 24,077 |
| 20,113 | 3,964 | 24,077 |
| 1.090 | 1.090 | |
| 405 | 405 | |
| 405 | 1.090 | 1,495 |
| 19.708 | 2,874 | 22,582 |
| 65,072 | 65,072 | |
| 45,364 | 42.490 | |
The tata subgroup goathill (57,78) thousand Eural he acquisition of thich includes the goodwill generated from the acquisition (12,444 thousand Euros), the ornail of the gaodwill oready included in the find, S.r. (15,149 thousond Euros) and from the goodwill generated in the acquisition of Report, S. I | 46 thousand Euros) and RePlus, S. I | (42 housand Euros) and RePlus, S. I | (42 housand Euros with an ocquisition price of 1.080 thousond Euros)
Ouring 2010 the EDPR Group has paid an amount of 54,23 thousand Euros) for busness combinations and success fees,which induces an amount of \$,220 thousands af Euros of cash and cash equired (3) December 2009: 6,250 thousand Euros)
Other information for business combinations and purchase price allocation included in 2009
During 2009, the accounting value of cantingent liabilities recognised or the date of acquisition for the business combinations corried out [Elektrownio Wigtraya Kesy J. Vallée du Moulin, Mardelle, Quine la Garagnio, Serra Valtorera, Bon Vent de Villba, Bon Vent de Villba, Bon Vent de Carbera, Cancel and Elebrási were as fallows:
| Book Value |
||
|---|---|---|
| Property, plant ond equipment | 105.210 | |
| Other assets | 9,734 | |
| Non-current ossets | 114,944 | |
| Total assets | 114.944 | |
| Other non-current term liabilities | 13,454 | |
| Current lightlites | 45,896 | |
| Total liabilities | 59,350 | |
| Nel assets acquired | 55,594 |
In 2009, EDPR Polska Group has acquired 100% of the stare capital at subscription in Watrowa Kresy (, S.P. (Kesy) (736 housands of Euros) and has caried ad the pravisory PPA analysed as follows:
| Book value Kresy |
Assets and Fair value adjustments Kresy |
Assets and Llablittes at fair value Kresy |
|
|---|---|---|---|
| Property, plant and equipment | 382 | 9,066 | 9,448 |
| Other assets (including licenses) | 88 | 88 | |
| Total assets | 470 | 9,066 | ઠે રૂડિકે |
| Deferred tax liabilities | 1,660 | 1,660 | |
| Other liabilities | 452 | 452 | |
| Total non controlling interests and liabilities | 452 | 1.660 | 2.112 |
| Net assets at fair value | 7,424 | ||
| Acquisition cast | 8,160 | ||
| Goadwill | 736 | ||
Romania Group
In 2009, the ncrease in Romoria Group goodwill is receisition cortingent price (26 housands of Euros) of the company Ronovalle Power
In 2009, the decreose in Romonia Group godwill (4,088 thousands of the popule success fees as pre-established contraction assumptians were not achieved.
During 2009 Romania Group has carried aut the finol PPA onotysed as fallows
| 11,222 67,823 Praperty, plant and equipment Other assets (including licenses) 296 11,518 Total assets 67,823 8,763 Non cantrolling interests 9,402 Deferred tax liabilities Other ligbilities 11,551 Tatal non cantrolling interests and liabilities 11,551 18,165 Net ossets at fair value Acquisitian cast |
Book value Romania Group |
Assels and Fair value adjustments Romania Group |
Assets and Lightlies at fair value Ramanla Group |
|---|---|---|---|
| 79,045 | |||
| 296 | |||
| 79,341 | |||
| 8,763 | |||
| 9,402 | |||
| 11,551 | |||
| 29,716 | |||
| 49,625 | |||
| ୧୦`25Q | |||
| Goodwill | 10.931 |
The decrease in EDPR Portugal Group goadwill is related with an adjustment to the subsidiary Bolores - Energia eólica, S.A.
The increase in EDPR 8razl Group godwill is relation af 100% of share capital of CENAEEL The effects at the final PPA carred and in 2009 are onalsed as follaws·
| Book value Neo Galia Group |
Assets and Fair value adjustments Neo Galla Group |
Assets and Uablitties at fair value Neo Galla Group |
|
|---|---|---|---|
| Property, plant and equipment | 15,790 | 18,186 | 33,976 |
| Other assets Including licenses) | 4,362 | 4,362 | |
| Tatal assets | 20,152 | 18,186 | 38,338 |
| Deferred tox liabilities | 5,742 | 5.742 | |
| Other liabilities | 10,458 | 10,458 | |
| Total liabilities | 10,458 | 5,742 | 16,200 |
| Net assets of foir value | 22,138 | ||
| Acquisition cast | 23,384 | ||
| Goadwill | 1,246 |
36
The goodwill of the EDPR Group is tesled for importional wind forms, it is perbirned by determing the recoverable value through he volve in use of the different cash general in each al the countries where EDPR Group performs its octivity Each county coincide with subgrays disclassed above with the exception of Spain with thee diferent subgroup, Cesso Group and Nea Catalunya Grap) Goodwill of hese three Spansh subgroups is tested at cauntry level.
To perform this andysis, a Discounted Cash Pow (DCF) method is based on the priviciple that he estimated volue of an entity or business is defined by its copactly to general financial resources in the lusiness and distibuted among the conomy shareholders, without campromising the mainlenance of the octivity
Therefore, for the businesses developed by EDPK : CGUs, the valuation was bosed on free cash flows person of the Weighted Averge Cost of Capital (WACC) rate, that reflects the risk associated to subtracting the net debt associated with such ossers operation
The cash flow projections refect current portblio of included copcity and parements as well os monggenet perspective on business growth, matel and regulatory evolutions.
The cash flows period is the useful life af the assels (20 years) with inflolion growth until year 20 ond discounted to present day
The discount rates (after tox) used range between 5 25% and 9 1%, depending on specific risk foctors of the different countries
This balance is onalysed as follows
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
||
| Investments in associates: | |||
| Equity holdings in associotes | 45.87 | 47.609 | |
| Carrying amount | 45,871 | 47.609 |
For the purpose of annuol accuunts presentation of association of associated componies is presented in this capter, included in the trail oncurn of Equity holdings in assaciates.
Group
The breakdown of Investments in associates as at 31 December 2010, is onalysed as follows
| 31 Dec 2010 | |||
|---|---|---|---|
| Investment | Impalrment | ||
| Euro'000 | Euro 000 | ||
| Associated companies: | |||
| ENEOP - Ealicos de Portugal, S.A. | 12.869 | ||
| Desarrollas Eálicas de Canárias, S.A. | 11,566 | ||
| Parque Eálico Sierra del Madero S.A. | 6,788 | - | |
| Veinco Energia Limpio 5.L. subgroup | 4,790 | ||
| Porque Eólico Belmonte, S.A | 3.033 | ||
| Assaciates of Valle del Ebro Ingenieria y Consultoria, S.L. | 1,756 | ||
| Hidroostur S.A. | 1,725 | ||
| Blue Canyon Windpower, LLC | 1,817 | ||
| Other | 1,527 | ||
| 45.87 |
| છાપ્રધ | ||||
|---|---|---|---|---|
| 31 Dec 2009 | ||||
| Investment Euro 000 |
Impairment Euro'000 |
|||
| Associated companies: | ||||
| Desarrollos Eólicos de Canárias, 5.A | 11,235 | |||
| Parque Eólico altas del Voltayo, 5.A | 9,593 | |||
| ENEOP - Eolicas de Portugal, 5.A. | 6.907 | |||
| Parque Edlico Sierro del Madero S.A. | રે નંદર્ભ ર | |||
| Veinco Energio Limpia subgraup | 4,154 | |||
| Parque Eotica Belmante, S.A | 3.073 | |||
| Assaciates of Valle del Ebro Ingenieria y Consultario, S.L. | 2,014 | |||
| Hidrogstur S.A. | 1.937 | |||
| Blue Conyan Windpower, LLC | 1 ୧୫୧ | |||
| Other | 1,525 | |||
| 47 609 |
The movement in Investments in associates, is analysed as follows:
| Group | Group | ||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
||
| Balance as at 1 January | 47,609 | 40,782 | |
| Acquisitions | 3,834 | 7,207 | |
| Disposols | -137 | ||
| Share af prafits of assaciates | 5,036 | 3.939 | |
| Dividends received | -1.784 | -4,107 | |
| Exchange differences | 131 | -75 | |
| Chonges in consolidation method | -8,955 | ||
| Balance as at 31 December | 45,871 | 47.609 |
Acquisitians af investments in ossociates are mainly related to increase of ENEOP - Editicas de Parlugal, S.A. additional paid in capital (see note S)
Changes in cansolidotan method are relation of an additional interest of 2% in the share copial of Parque Edico Allos del Voltays, S.A., obtaing the cantral at this campany and starting to cansolidate under the full consalidation method isee note 5 and 171
This balance is anolysed as tollows.
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
||
| Sociedad Eólica de Andalucia, S.A. | 10.832 | 11,766 | |
| Parque Eólico Montes de las Navas, 5.L | 6.684 | ||
| Wind Expert | 500 | 500 | |
| Other | 364 | 364 | |
| 18,380 | 12,630 |
Guring 2001 EDP Renovines Group has started to conselled to be the fill carsolidiin method. As a consequence, has recognised as an available for sale financial osset the shareholding of its subsidiary in Parque Eálica Mantes de las Navas, 5.L.
The assumplions used in the valuation madels of available far sale finoncial assets are os the imporment lesl
The interest in share capital, votng rights, net assess and nei incare of the inestments of the investments classified as available for sole financid assets are analysed as follows
| Head office | % of share capital |
Voting rights | Net assets | Net income | ||
|---|---|---|---|---|---|---|
| Sociedad Eálica de Andalucia, S.A. | Sevilla | 16 67% | 16.67% | 11.320 | 1.650 | |
| Parque Eálica Mantes de las Navas, S L | Madrid | 17 00% | 17.00% | 9.976 | 2.128 |
The EDP Renavers Group recards the tax effect arism the assets and loblifies determined an accounting bass ond on accounting bass ond on a lox basis, which are analysed as fallows
| Deferred tox assets | Deferred tax liabilities | Net deferred tax | ||||
|---|---|---|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
31 Der 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| Tax losses braught farward | 4.487 | 3,593 | 4,487 | 3 593 | ||
| Provisions | 6.591 | 2.136 | 6,591 | 2.136 | ||
| Derivative finoncial instruments | 8,401 | 5,543 | 52 | 2.743 | 8,349 | 2,800 |
| Praperty, plant and equipment | 18,563 | 16,082 | 13.038 | 8.052 | 5.525 | 8.030 |
| Allacation of foir value to assets and liabilities | 357,200 | 330.911 | -357,200 | -330.911 | ||
| Accounting revaluations | 146 | 21 | -146 | -21 | ||
| Other | 477 | 712 | 1,164 | 1,197 | -687 | -485 |
| 38.519 | 28,066 | 371.600 | 342,924 | -333,081 | -314.858 |
Alboction of for value to assets and liabilities in 2009 includes the effect of the final purchase price of Born Vent de L'Ébre (1,045 housand Euros) ond Kresy (54) 1hausand Euros), perfamed during 2010
The movements in deterred tax assets and liobilities during the year are analysed as follows:
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro 000 |
||||
|---|---|---|---|---|---|
| Tox Assets | Tax Liabilities | Tox Assets | Tox Unblifies | ||
| Opening balance | 28,066 | -342,924 | 21,834 | -316,920 | |
| Increases charged ta the profit and loss account | 9.741 | -31.582 | 7.548 | -24,886 | |
| Decreases chorged to the profit and loss account | -2,622 | 14.841 | -3.489 | 10.106 | |
| Increases chorged to reserves | 3.221 | -1.457 | 1.969 | -1.692 | |
| Decreoses charged to reserves | -514 | 4.002 | -63 | ||
| Change in the applicable lax rate | |||||
| Other movements | 627 | -14.480 | 204 | -9.469 | |
| 38.519 | -371.600 | 28,066 | -342,924 |
As refered above, the opering balonce of Tox lighting on the effect of the final purchase price allocation of Bon Vent de L'Ébre (2,045 hausand Euros) and Kresy (-54) thousand Euras), performed during 2010
Other mavements of defered tox liobilities relates maily to the effect of purchase price allacations ocuring in 2010 reloted to Neo Colounio, Inth, Perque Editor Altos del Voltaya (12,404 thounsand Euros)
In 2009, other novements of deferred tox liabilites related of purchase price allocations couring in 2009 relded to Polond, Catalunia and France (3,944 thounsands of Euros) and Elebros and Cenaeel ( 6,452 thousands of Euros)
Details of deferred lox assets and liabilities that will be realised ar reversed in over 12 months are as fallows
| Tox Assets | Tax Liabilities 31 Dec 2010 Euro'000 |
|
|---|---|---|
| 31 Dec 2010 | ||
| Euro ODD | ||
| Tax lasses brought forward | 3.567 | |
| Provisions | 3,182 | |
| Derivative financial instruments | 8.401 | 52 |
| Allocotion of ocquired assets and liabilities fair valves | 345.001 | |
| Property, plant and equipement | 17.228 | 254 |
| Accounting revaluations | ||
| Others | 455 | 232 |
| 32,833 | 345,539 |
The Group Iax lasses and tox credits carried forward are analysed as follows
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'DOO |
31 Dec 2009 Euro 000 |
||
| Expiration dale | |||
| 2010 | 11 | ||
| 2011 | 229 | 232 | |
| 2012 | 197 | 224 | |
| 2013 | 164 | 214 | |
| 2014 | 193 | 151 | |
| 2015 | 7,633 | 4,509 | |
| 2016 | 2,822 | 2,822 | |
| 2017 to 2029 | 985,906 | 640,833 | |
| Wilhoul expiration date | 155,987 | 149,304 | |
| 1.153.131 | 798.300 |
The Group has nat recorded defered to assess for howard of 1,153,31 thousand Euros (2009 79,300 thousand Europ doe to uncenting he foture reditablion of the net defered to these lasses relate to EPPR NA (963,360 housand Euros and 31 December 2009 622,113 thousand Euros)
This balance is analysed as follows
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro 000 |
||
| Advances an accaunt of purchases | 3.549 | 2,795 | |
| Finished and intermediate products | 18 ୧୧୪ | 8,163 | |
| Raw and subsidiory malerials and consumables: | |||
| Other cansumables | 1944 | 386 | |
| 24.162 | 11344 |
The Finished and intermediate products ore essentially related with wind farms construction in progress.
| 31 Dec 2010 Euro1000 |
31 Dec 2009 Euro'000 |
||
|---|---|---|---|
| Short lerm trade receivables - Current: | |||
| Spain | 81,619 | 47,914 | |
| United States of America | 27,945 | 27,434 | |
| Portugal | 13.664 | 17,918 | |
| France | 6,262 | 7.072 | |
| Belgium | 3,693 | 5.301 | |
| Brazil | 349 | 452 | |
| Romania | 1,148 | 57 | |
| Polond | 8,967 | - | |
| United Kingdam | 3 | - | |
| 143,650 | 106,148 | ||
| Ooubful debts | 2.339 | 2,345 | |
| impairment losses | -2,339 | -2,345 | |
| 143,650 | 106,148 | ||
Group
Debtors and other assets are analysed as follows:
| ப்படு | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| Debtors - Current: | ||
| Loans to related parties | 358,795 | 178,028 |
| Derivative financial instruments | 5,402 | 13.765 |
| Guarantee depasits | 12,496 | 11,962 |
| Tied deposits | 80.121 | 90,505 |
| Other debtors: | ||
| - Amounts related to staff | 48 | 32 |
| - Insurance | 2,440 | 1,979 |
| - Production 10x credits (PTC) | 864 | 213 |
| - EDPR NA warranty cloim | 682 | 2,678 |
| - Prepaid furbine maintenance | 3,651 | 1,450 |
| - Turbine Availability | 1,376 | 6,680 |
| - Services rendered | 8,103 | 9,110 |
| - Advances to suppliers | 55,917 | 100 |
| - Sundry debtors and other operations | 22,364 | 20,956 |
| 552,259 | 337,458 | |
| Debtors - Non-current: | ||
| Loans lo related parties | ર તેરે ર | 8.406 |
| Notes receivable (EOPR NA) | 908 | 9,397 |
| Guarantees and lied depasits | 35,957 | 34,961 |
| Derivalive financial instruments | 4,068 | 5,443 |
| Other debtors | ||
| - Deferred costs (EDP Renovâveis Partugal Group) | 46,588 | 46,770 |
| - Deferred PPA casts (High Trail) | 5,275 | 5,388 |
| - D&M contract valuation - Mapple Ridge I (EDPR NA) | 6,317 | 7,405 |
| - Deferred Tax Equity Costs | 11,631 | 6,384 |
| - Sundry deblars and alher operations | 5,612 | 5,291 |
| 123,311 | 129,447 | |
| 675,570 | 466,905 |
Loons to related paries - Current mainly 171,081 thousand Euros of loons granted by EDP Renovines, S.A. Io EDP, S.A - Sucursol er Espara (81 December 2009: 37,678 thousand Euros) related to the net interests liquidalion, 129,648 thousand Euras al laans granted by EDP Renoviveis Portugol, S.A. to ENEOP Group (31 December 2009 106,800 thausand Evos relded to loons granted by EDPR EU 10 EDP, SA - Sucursal en Espona (31 December 2009: 21,554 thousand Euros).
Ted deposits - Current maily includes financing agreements required to be held in the amount sufficient in the led costs
Guarantees and fied deposits - Non Current are related to project finance agreements, which of EDPR EU hold these anaums in bank accounts in order to ensure ils capacity of comply with respansabilities
Defered costs (EDP Renováveis Portugal group) - non current rents and suftace rights poid to lond owners and up-front nework rents poid b EDP Dislribuição These casts are deferred on the bolance sheet and are recagnised an a straight line basis over the estimaled useful life of the assess
Tax receivable is analysed as follaws:
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| State and ather public entities. | ||
| - Incame tax | 19.131 | 19,132 |
| - Value added tax NATI | 53.109 | 146,464 |
| - Other laxes | 8.810 | 4.074 |
| 81,050 | 169.670 |
Financial assets at fair value through profit or lass are analysed as follaws:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
||
| Equity securities. | |||
| İnvesiment funds | 35,335 | 33,012 | |
| Debt securities: | |||
| Bands | 409 | 4.091 | |
| 35,744 | 37,103 | ||
The fair value al the investment funds is calculated based an the quoled market price of the funds
The effect in income stolement of operations with insteal ardil or loss was 674 thousand Euros (31 December 2009: 1,146 thousand Euros)
Cash and cash equivalents are analysed as fallaws:
| 31 Dec 2010 31 Dec 2009 |
|
|---|---|
| Euro 000 Euro'000 |
|
| Cash· | |
| - Cash in hand 1 |
57 |
| Bank depasits- | |
| - Current deposits 234.231 |
158.411 |
| - Other deposils 189.465 |
285,165 |
| 423,696 | 443,576 |
| Cash and cash equivalents 423,700 |
443,633 |
The other includes 182,633 thousand Euros (31,396 thousond Evras) of depasts mode in EDP Finance 8V in USD, with a mont, which earn interests from 5% to 5.5%
At 31 December 2010 and 2009, the share capital of the Campany is epresented by 872,306,162 ordinary bearer shores of Euros 5 por value each, all billy poid These shares have the same voting and profil-sharing rights These shares are freely transferable
Camponies which hold a direct or indirect of at least 10% in the share capital of the Company at 31 December 2010 and 2009 are as follaws:
EDP Renováveis, S.A.: s sharehalder structure as at 31 December 2010 is analysed as fallaws
| N.º of Shares | % Capital | % Voting rights | |
|---|---|---|---|
| EDP - Energias de Partugal, S.A. Sucursal en España (EDP 8ranch) | 541,027,156 | 62.02% | 62 02% |
| Hidraelécirica del Cantabrico, S.A. | 135,256,700 | 15 51% | 15.51% |
| Other(*) | 196.024.306 | 22.47% | 22.47% |
| 872,308,162 | 100.00% | 100.00% |
In 2007 and 2008 the Company conied and increases, which were subscribed through non-monetary contibutions comprising 100% of he shares in EDPR NA and EDPR EU
The contibulians are applicoble the special lox treatment for marsers on assess and converson at securities freseen in Chaple VII di Section VII di Secton VII di Royol Decree 4 dated 5 March 2004 which approved the review by previling legisting legisting legisting legislation were included in the annual occounts for 2007 and 2008
Earning per share attributable to the shareholders of EDPR are analysed as follows
| Group | |||
|---|---|---|---|
| 31 Dec 2010 | 31 Dec 2009 | ||
| Profit attributable to the equity holders of the parent in thousand Euros | 80,203 | 114,349 | |
| Profit from continuing operations attributable to the equily holders of the parent in thousond Euros |
80,203 | 114,349 | |
| Weighled averoge number of ordinory shares outstanding | 872,308,162 | 872,308,162 | |
| Weighted averoge number of dilited ordinary shares outstanding | 872,308,162 | 872,308,162 | |
| Earnings per share (basic) attributable to equity holders of the parent in Euros | 0.09 | 0 13 | |
| Eamings per share (diluted) attributable to equity holders of the parent in Euros | 0.09 | 0 13 | |
| Eamings per share (basic) from continuing operations attributable ta the equity holders of the parent in Euros |
0.09 | 0 13 | |
| Eamings per share (diluted) from continuing operations attributable to the equily holders of the parent in Furas |
0.09 | 0.13 |
The EPP Group calculates its bosic and divied earlings per share of the parent using the weighted averge number of ordinory shores outstanding during the period.
Group
The company does not hold ony treasury stack as at 31 December 2010
| 31 Dec 2010 | 31 Dec 2009 | |
|---|---|---|
| Ordinary shares issued at the beginning of the period | 872,308,162 | 872,308,162 |
| Effect of shares issued during the six monts period | ||
| Average number of realised shares | 872.308.162 | 872,308,162 |
| Averoge number of shores during the period | 872,308,162 | 872,308,162 |
| Diluted average number of shares during the period | 872,308,162 | 872,308,162 |
This balonce is onalysed as follows.
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
||
| Reserves | |||
| Fair value reserve (cash flow hedge) | -4,913 | 16,735 | |
| For value reserve (ovailoble for sole finoncial assets) | 10,980 | 8.659 | |
| Exchange differences orising on consolidation | -15,316 | 570 | |
| -9,249 | 25,964 | ||
| Other reserves and retained eamings: | |||
| Retained earnings | 208,493 | 98,028 | |
| Additional paid in capital | ୧୦ ୧୧୧ | ୧୦,୧୧୧ | |
| Legol reserve | 14,281 | 7 479 | |
| 283,440 | 166,173 | ||
| 274,191 | 192,137 |
The accounting for tonscrions annon control is excluded from IFRS 3 Consequently, in the obserce of specific guidance, within iPSs, the Group EDPR hos odopled on accounting policy for such to sunsidered appropriate. According to the Group's policy, business combinations anong enflies under common can'ral are accounted to in the consolidated financial stree ocquired compony subgroup) in the EPR cansalided Innncial storements The difference between the carrying amount of the net assets received and the consideration paid is recognised in equity
The legal reserve has been appropriated in accarded in the Sponish Componies are obligad to transier 10% of the profils for the year lo o legal resene unil such reserve reches on and in 20% of the share capial This reserve is not distributable to stareholders and may only on your be used to offsel losses if no other reserves are availoble or lo increase the share capital
The EDP Renavaveis, S.A. praposal for 2010 profils distribution to be presented in the Annual General Meeting is as follows
| Euros | |
|---|---|
| Prafit for the periad | 44,091,046 97 |
| Distribution | |
| Legal reserve | 4,409,104.70 |
| Free reserve | 39.681,942,27 |
| 44.091.046.97 |
The EDP Renováveis, S.A. 2009 profils distribution approved in the Annual General Meeting an 15 April 2010 was os follows:
| Euros | |
|---|---|
| Profil for the period | 68,012,381.59 |
| Distribution | |
| Legal reserve | 6.801.238 16 |
| Free reserve | 61, 211, 143.43 |
| 68,012,381.59 |
Fair value reserve (cash flow hedge)
The Fair value reserve kash flow hedge) campises the effective partian of the fair volve af cash flow hedging instruments
Far volue reserve (avoitable-for-sale financial assets)
This reserve includes the occumulated net change in the foir volue af avoilable-for-sole finonciol ossels as at the balance sheet dale.
| Group | ||
|---|---|---|
| Euro'000 | ||
| Balance as at 1 Januory 2009 | 7,747 | |
| 5ociedad Eâlica de Andalucia | 912 | |
| Balance as at 31 December 2009 | 8,659 | |
| Sociedad Eálico de Andalucia | -034 | |
| Parque Eálica Montes de las Navas, 5.L. | 3,255 | |
| Balance as at 31 December 2010 | 10,980 |
This capion refects the amount arising of the financial statements of subsidiaries and ossociated componies from the Euros The exchange roles used in the preparation of the condensed consolidated financial stotements ore as follows
| Currency | Exchange rotes as at 31 December 2010 |
Exchange rates as at 31 December 2009 |
||||
|---|---|---|---|---|---|---|
| Closing Rota |
Average Rate |
Clasing Rate |
Average Rate |
|||
| Dollar | ાધ્ય | 1 336 | 1.326 | 1 441 | 1.390 | |
| Zloty | PIN | 3.975 | 3 995 | 4 105 | 4 362 | |
| Real | ક્ષ્ઠા | 7 718 | 7 331 | 7 511 | 2.783 | |
| lei | RON | 4 262 | 4 212 | 4 236 | 4 245 | |
| Paund Sterling | GBP | 0.861 | 0.858 | 0 888 | 0 890 | |
| Canadion Dollar | CAD | 1332 | ) 365 | 1 |
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
||
| Non cantrolling interest in incame statement | 2,835 | 3.438 | |
| Non cantralling interest in share capital and reserves | 122.706 | 104.055 | |
| 125,541 | 107.493 |
Non controlling Interest, by subgroup, are analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
|
| EDPR EU Group | 114.216 | 98,759 |
| EDPR BR | 11,325 | 8,734 |
| 125,541 | 107,493 | |
The movement in nan-cantraling interest of EDP Renoveller opents attributable lo non-controlling interest of 2,835 housand Euros, to voridions resulting from shore capital increases of that interest (EPR 8R ond EDPR EU subsidiaries) inlelling 5,2?2 thoused Eves and the ocquisition of on additional interest in the share capital of Parque Editor Allas del Vallaya, S.A. (9,706 thousand Euras) (see nate S)
This balance is analysed as follows
| Croup | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| Financial debt - Current | ||
| Bank laans | ||
| - EDPR EU Graup | 125,408 | 102,500 |
| - EDPR BR Graup | 72,485 | 539 |
| Other laans. | ||
| - EDPR EU Group | 3,634 | 2,982 |
| - EDPR NA Group | 935 | 1,114 |
| Interest payable | 5,185 | 3.133 |
| 207,647 | 110,268 | |
| Financial debt - Non-current | ||
| Bank loans | ||
| - EDPR EU Graup | 491,588 | 394,895 |
| - EDPR BR Group | 8,052 | 7,704 |
| Loans from sharehalders af graup entities: | ||
| - EDP Renaváveis S.A | 2,799,548 | 2,131,042 |
| Other loans | ||
| - EDPR EU Graup | 23,423 | 25,823 |
| - EDPR NA Group | 3,332 | 3,707 |
| 3,325,943 | 2,563,171 | |
| 3,533,590 | 2,673,439 |
Financial debt Nan - Current for EDP Renavated of set al bons gronted by EDP Finance BV (2,799,548 thousand Euros), These loans hove on overage maturity of 8.8 years and bear interest at fixed market rates.
The Group has project finance financings that include the usual guarantees on this type of frontangs, namely the planks and assets of the related projects, and the complines As of 31 December 200, these financings anount to 624,878 housand Euros as at 31 December 2009), which are already included in the talal debl al the Graup.
The breakdown of Financial debt by motunty, is as follows
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
|||
| Bank loans: | ||||
| Up to 1 year | 202,184 | 106,172 | ||
| 1 to 5 years | 215,135 | 186,423 | ||
| Over 5 years | 284,505 | 216,176 | ||
| 701,824 | 508,771 | |||
| Loans from shareholders of group enlifies: | ||||
| Up to 1 year | 894 | - | ||
| 1 to 5 years | - | |||
| Over 5 years | 2,799,548 | 2,131,042 | ||
| 2,800,442 | 2,131,042 | |||
| Other loans: | ||||
| Up to 1 year | 4,569 | 4,096 | ||
| ] to 5 years | 16,545 | 17,558 | ||
| Over 5 years | 10,210 | 11,972 | ||
| 31,324 | 33,626 | |||
| 3,533,590 | 2,673,439 |
The fair valve of EDP Renováveis Group's debt is analysed as follows·
| 31 Dec 2010 | 31 Dec 2009 | ||||
|---|---|---|---|---|---|
| Carrying Value Euro 000 |
Markel Yalue Euro 000 |
Carrying Value Euro'000 |
Market Value Euro'000 |
||
| Short term financial debt - Current | 207.647 | 207,647 | 110.268 | 110.268 | |
| Medium/long financial debt - Non current | 3.325.943 | 3,178,811 | 2,563,171 | 2,532,998 | |
| 3,533,590 | 3,366,458 | 2.673.439 | 2.643.266 |
The maket value of the medium long-term hon-current debt and beer a fixed interest rate is calculded based on the discovned cosh flows at the rates nling of the balance sheet date The market value of deal a floating interest on to differ from is book value as these loast bear nterest at a rate indexed to Euribor. The book value of the short-term (current) debt and borrowings is considered to be the market value
As at 31 December 2010, the scheduted repayments of Group's debt are as follaws
| Total Euro 000 |
2011 Euro 000 |
2012 Euro 000 |
2013 Euro'000 |
2014 Euro'000 |
2015 Euro 000 |
Subsequent vegrs Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Short term debt and borrowings | 207,647 | 207.647 | |||||
| Medium/long-term debt ond borrowings | 3.325.943 | 57.755 | 60.025 | 67.003 | 46.897 | 3,094,263 | |
| 3.533.590 | 207,647 | 57.755 | 60.025 | 67,003 | 46.897 | 3.094.263 |
The breakdown of guarantees is presented in Nate 37 to the condensed consolidated financial statements.
The breakdawn af Finance debt, by currency, is as fallows:
| ا ماڻها واري واري | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
||
| Loans denominated in Euros | 1,844,113 | 1,352,252 | |
| Loons denominated in U5D | 1,452,120 | 1,312,944 | |
| Loans denominated in other currencies | 237.357 | 8,243 | |
| 3,533,590 | 2,673,439 |
Employee benefits balance are analysed os follows.
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
||
| Provisions for social liabilities and benefits | 36 | 0 | |
| Provisions for heolthcare liabilities | ਟੇਰੇ | ટેરે | |
| ઇ રે | ને તે |
As al 31 December 2010 ond 2009, Provisians for liabilitles and social benefits relers exclusively to defined benefit plans
The liobilities arising from pension ond healthcare plons ore fully covered, either by plan assets or provisions.
The respansabilities and the assets from pension and healthcore pension plons hove no significant amounts.
Some EDP Renovivis Graup companies grant posts to employees, under defined beneili plons, namely pension plans that ensure refrement complements to age, dischilly and surving pensions in some coses hediticale care is provided during retrement and enty relievent, through mechanisms camplementary to those provided by the National Health Service
The exsing plans are presented hereunder, with a brithe componies covered by them, as well as of the ecanomic and financial and financial data:
The EDP Renoveis Group companes in Portugal have a restricted Pension Fund, complemented by o specific provision. The EDP Penson Fund is managed by Pensöesgere being the management of the assets subcantracted to external assel management entillies.
This Pension Fund covers the lability for retrements lage, disability and surivor pension) as well as the liobility for enty etrement.
The follawing financial and actuarial assumplions were used to colculate the liobility of the EDP Renovaveis Group pension plans:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 | 31 Dec 2009 | ||
| Assumptions | |||
| Expected return of plan assets | 6.00% | 6.34% | |
| Discount rote | 5.00% | 5.20% | |
| Salary increase rate | 3.70% | 3.70% | |
| Pension increose rate | 2.70% | 2.70% | |
| Social Security salary appreciation | 1.90% | 190% | |
| inflation rale | 2.00% | 2.00% | |
| Age >60 - 1488/90 |
Age >60 - TV8B/9D |
||
| Mortality table | / Age <= 60 years -1999/01 |
/ Age <= 60 years -TV99/01 |
|
| Disability lable | 50%EKV 80 | 50%EKV 80 | |
| Expected % of eligible employees accepting early retirement |
40 | 40 |
EDPR EU in Social benefit plans of delined contribution hat complement hose gronted by the Social Welliare System to he conpories ' employees, under which they pay a contribution to these plans each year, calculated in accordance with the rules established in each case.
The Group companies in Partygal resulting from the spin-off of EDP in 1994 have a Medical Care Plan which is fully covered by a provision.
The actuarial assumptions used ta cakulate the liability for Medical Care Plans are as follows
| orgup | ||
|---|---|---|
| 31 Dec 2010 | 31 Dec 2009 | |
| Assumptions | ||
| Discount rate | 5.00% | 5.20% |
| Annual increase rate of medical service casts | 4 00% | 4.00% |
| Estimated administrative expenses per beneficiary per year (Euros) | 175 | 150 |
| Age >60 - | Age >60 - | |
| TV86/90 | TV88/90 | |
| Mortality lable | / Age <= 60 | / Age <= 60 |
| years - TV99/01 | years - TV99/01 | |
| Disabılıly lable | 50%EKV 80 | 50%EKV 80 |
| Expected % of subscription of early retrement by employees eligible | 40 | 40 |
The Medical Plan liability is recognised in the Group's accounts through provisions that totally cover the liability.
Provisions are analysed as fallows:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'ODO |
||
| Dismantling and decammission provisions | 53.156 | ୧3 ବୃତ୍ତି ବୃହତ୍ତି । | |
| Provisian for other liabilities and charges | 631 | 3,129 | |
| 53.787 | 67.085 |
Disnanting and decommission provisions relect to be neured with dismanting wind forms and restorng af sites ond land to their argins cardien, in accordance with he accounting palcy described in the des essentially 28,03 housand Euros for wind lorms no he United States of Americ (3) December 2009 4),609 thousand Euros for wind farms in Spain (3) December 2009. IS 053 thousand Euros by wind forms in Partycal (3) December 2009 5,348 thousand Euros for wind hyms in France (3) December 2009: 1738 thousand Euros) 639 thousand Euros for wind fams in Brazil (3) December 2009; 399 thousand Euros in Belgim (3) December 2009; 25 thussnd Euros) and 781 thousand Euros for wind farms in Poland
EDP Renovations beleves that the provisions backed balance sheel odequately caver the risks described in this note. Therefore, it is not expected that they will give rise to liabililies in addition to those recarded.
As of 31 December 2010 and 2009, the EDP Renovation tox-reded conlingen libalities ar contingent libalities ar contrigent ossets related to unresched disputes with the tox authorifies
<-- PDF CHUNK SEPARATOR -->
The movements in Provisions for dismantling and decommission provisions are onalysed os follows:
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| Balance of the beginning of the year | 63,956 | 47,311 |
| Capitalised amount far the year and ather Unwinding |
3.771 2,872 |
14.951 3.134 |
| Other and exchange differences 8alance at the end of the year |
-17.443 53.156 |
-1.440 63.956 |
Capitalised amount for the year and ather includes the impact of dismantling provisions assumptans
The movements in Provision for ather liabilities and charges are analysed as follows:
| Graup | |||
|---|---|---|---|
| 31 Dec 2010 Euro'ODO |
31 Dec 2009 Euro'ODO |
||
| Balance at the beginning of the year | 3,129 | 2.387 | |
| Charge for the year | 1,140 | ||
| Write back for the year | -155 | -420 | |
| Other and exchange differences | -2.343 | 22 | |
| Balance at the end of the year | 631 | 3.129 | |
This balance is analysed os follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
||
| Deferred income related to benefits pravided | 635.271 | 433,763 | |
| Liabilities arising fram institutianal partnerships in US wind farms | 1.008.777 | 919 849 | |
| 1.644.048 | 1.353 612 |
The maverner in institutianal partnerships in US wind farms are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
||
| Balance at the beginning af the year | 1,353,612 | 1,096,668 | |
| Proceeds received from institutional investors | 245,252 | 334,007 | |
| Cash paid to institutianal invesfors | -16.893 | -479 | |
| Other aperaling incame | -107.005 | -82,728 | |
| Univinding | 64,830 | 54.147 | |
| Exchange differences | 104,252 | -48,003 | |
| Balance at the end of the year | 1,644,048 | 1.353,612 |
The Group has entered in several partnerships with in the United States, thraugh limited kidslily campanies sperating agailing the cosh flows generaled by the wind larns between the Company and ollocates the tax benefits, which include Production Tox Creating includion Tox Creating inc Credits (ITC) and accelerated depreciation, largely to the investor
Dunng 2010 EDPR Group, through its subsidian Wird Energy U.C., has secured 141 million of USD (spoximolely 106 million Euros) institutional equily financing from Wells Forgo Wind Haldings LLC (Wells Fargo') n exchange for on interest in the Ventoll portbill, 99 million of USD (approximately 75 million Euros) for an interest in Vento VIII portfoliaand 85 millian USD (appraximately 64 millian Euros) for an interest in Venta VII portfolia.
During 2009 EDPR Group, through its subsidian Wird Energy LLC, has secured 154 million of USD lopproximated 117 million Eurosi institutional equity financing tran in exchange for an interest in the Vento di USD koproximdely 73 million Euros) for an interest in Vento (1 17 million of USD lopproximely 8 million
This balance is analysed as follows:
| Croup | ||
|---|---|---|
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|
| Irade and other payables - Current: | ||
| Derivative financial instruments | 10.673 | 854 |
| Liabilities arising fram aptians with non contralling interests | 234,754 | 303,722 |
| Amaunts poyable for the acquisitian of subsidiaries | 10,356 | |
| Success fees poyoble for the acquisition of subsidianes | 3,630 | 7,327 |
| Other payables | ||
| - Suppliers | 40,453 | 42,765 |
| - Other operotions with related parties | 16,257 | 15,425 |
| - Property and equipment suppliers | ୧15 ୧୧୫ | 652,236 |
| - Advances from customers | 83 | ર્ડ |
| - Variable remuneration ta employees | 16,881 | 11,128 |
| - Other supplies and services | 52,775 | 22,641 |
| - Other creditors and sundry operations | 47,608 | 31,396 |
| 1,035,782 | 1,098, 105 | |
| Group | ||
| 31 Dec 2010 | 31 Dec 2009 | |
| Euro 000 | Euro 000 | |
| Trade and other payables - Non-current: | ||
| Payables - Group companies Derivalive financial instruments |
61,806 | 40,009 |
| 162,042 | 18,848 61 |
|
| Liabilities ansing from options with non controlling inlerests | 36,584 | |
| Amounts payable for the acquisition at subsidiaries | 21,230 | |
| Success fees payable for the acquisition of subsidiaries | 76,621 | 53,034 |
| Government gronts / subsidies for investments in fixed assels | 341,842 | 162,486 |
| Other payobles | ||
| - Praperty and equipment suppliers | 1,673 | |
| - Electricity sole contracts - EDPR NA | 71.991 | 97.951 |
| - Other creditars and sundry operations | 1,432 | 280 |
| 753.991 | 393,899 |
As of 31 December 200 the Liddlilies arising from with non controlling interests - Current includes the libblilly for the pur option controcled with Crip Modrid for a 20% interest in the Ceneso Grup in the sequivolent to 20% of Genescf bill equity raluation (31 December 2009-303,722 thousand Euros). - see note 37 The option was exercised by Caja Madrid within the exercise perrod.
· The timeframe is from 1 January 2010 to 2011, inclusive
• The contract is for the total shares in Neo Group companies held by Coja Madrid, 20% in Genesa Group
• The strike price will be reflected to the market value determined according to the shareholders agreement
As al 31 December 2010 the Libblitties orising from with non controlling interests - Non curent includes essentibly the Idelity for the pur option contracted in 2010 with Energia in Naturo for a 15% inlio group in the omaunt of 36,494 thousand Euros (see note 5 ond 37).
According to Sparish law 15/2010 at 5 July the Group disclose that he bolonce of Spansh suppliers with a maturity dole at 31 December 2010 over 85 doys is 15,66 thousand Euros, from which 1,024 thousand Euras are related with group companies.
Success bees payable for the acquisition of subsidiones Current includes the amounts relded to the contingent prices of the CPP Incess of the CDPR Indy, Relax Wind Group , EDPR Rumania, Greenwind, Bodzanow, Starozreby, Wyszarod, Elektrownia Wiatrowa Kresy and Elebris.
Derivation in the maint (Hedging) - Non Current mainly includes 14,049 housend Euros (1) December 2009 1,266 thousond Euros) releved to a hedge instrument of USD ond Euros with EDP Bronch, which was formalised in order to he oreign exchange risk of the net investment hald in EDPR NA, expressed in USD bee Nob 36) In the Group occounts, EDP Renovávels Group has applied the net investment hedge model to signe lhis Iransaction.
Government grants in fixed assels one essention rebled by Horizon subgroup under the American Recovery and Reinesment ACI promoted by the Unted States of America Government (see not it he recept of 169,004 thousand Euros of Government grants during 2010 (3) December 2009- 148,901 thousond Euros)
Election soles contracts - EDPR NA relate of the contracts entered into by EDPR NA with its customers, delemined under the Power purchase agreement lsee note 7)
This balance is analysed as fallows:
| Group | ||
|---|---|---|
| 31 Dec 2010 Euro 000 |
31 Dec 2009 Euro'000 |
|
| State and other public entities: | ||
| - Income tax | 10.122 | 15,930 |
| - Withholding tax | 22,474 | 15,743 |
| - Value added tax (VAT) | 14.169 | 4.021 |
| - Other taxes | 1.981 | 1.443 |
| 48.746 | 37.137 |
In accardance with IAS 39, the Group classifies the deine in assel of assel or libbilly recognised, as a cash flow hedge of recarded liabilities and farecast transactians considered highly probable or net investment hedged in fareign operations
As of 31 December 2010, the tair value and maturity af derivatives is analysed as follows:
| Fair Value | Notlonal | ||||||
|---|---|---|---|---|---|---|---|
| Assets Euro'000 |
Liabilities Euro 000 |
Unfil 1 year Euro'000 |
From 1 to 5 years Euro'000 |
More than 5 years Euro 000 |
Tota Euro'000 |
||
| Net investment hedge | |||||||
| Currency swops | -145,123 | 59,627 | 1,826,174 | 1,885,801 | |||
| -145,123 | 59,627 | 1,826,174 | 1,885,801 | ||||
| Cash flow hedge | |||||||
| Power price swaps | 7,438 | -7,725 | 74,039 | 3,940 | 77.979 | ||
| Interest rate swaps | 268 | -17.994 | 106,101 | 159,221 | 179,075 | 444,397 | |
| Currency forwards | -1,368 | 38,803 | 38,803 | ||||
| 7,706 | -27,087 | 218,943 | 163,161 | 179,075 | 561,179 | ||
| Trading | |||||||
| Power price swaps | 1,764 | -407 | 2,032 | 269 | 2,301 | ||
| Interest rate swaps | -98 | 17,381 | 17,381 | ||||
| 1,764 | -202 | 2,032 | 17.650 | 19,682 | |||
| 9,470 | -172,715 | 220,975 | 240,438 | 2,005,249 | 2,466,662 |
As of 31 December 2009, the fair value and maturity of derivatives is anolysed as follows:
| Fair Yalue | National | ||||||
|---|---|---|---|---|---|---|---|
| From 1 | More than | ||||||
| Assets | Udbilities | Until 1 year | to 5 years | 5 years | Total | ||
| Euro 000 | Euro'000 | Euro 000 | Euro 000 | Euro'000 | Euro 000 | ||
| Net Investment hedge | |||||||
| Currency swaps | -1,268 | 1,826,174 | 1,826,174 | ||||
| -1,268 | 1,826,174 | 1,826,174 | |||||
| Cash flow hødge | |||||||
| Power price swaps | 17,667 | -176 | 63,294 | 6,120 | 69.414 | ||
| Interest rate swaps | 47 | -17,540 | 35,354 | 199,395 | 101,123 | 335,872 | |
| Currency forwards | -612 | 87,661 | 87,661 | ||||
| 17,714 | -18,328 | 186,309 | 205,515 | 101,123 | 492,947 | ||
| Trading | |||||||
| Power price swaps | 1,494 | -106 | 926 | 426 | 1,352 | ||
| 1,494 | -106 | 926 | 426 | 1,352 | |||
| 19,208 | -19.702 | 187,235 | 205,941 | 1,927,297 | 2,320,473 |
The fair value of deixative linancal instruments is recorded under assets inde 23, or Trade and other poyobles hote 34, it the for volue is positive or negative, respectively
The net investment deinatives are rebed to the Group CRS in USD ond EUR with EDP Bronch os refered in the notes 36 and 39. The foir value is based on internol valuolian models, as described in note 39
Cash foo hedge currency forwords over risk in Neálica Polska, denied from the supplyng contracts defined in Euros, lor which will be necessary finoncings in Polish Zlotis.
Cosh flow hedge power pice swops are related to the sdes price, congestion and line loss EDPR NA has entered into a gover price swop to hedge he varidatility in the spat norter prices received for a project and EDPR EU for the problem at same of its world by and forms in certain US power markels, EDPR NA is exposed to cargestion and line a negative import on the price received for power generated in these markets. To hedge these risk expasures, EDPR NA entered into FFTP) and a three year bed for flaating Lacaliand Margind Price LMP/swap
Interest rate swaps are related to the project finances and intend to canvert varioble to fixed interest rates
For volve of derivatives is based an quotes intities (investment bonks). These entilies use discunt cash flows lectingues usually accepted and data fram public markets
The trading derivative financial instruments are derivatives contrated for ecanomic hegding that are not eligible for hedge accounting
The changes in the fair value of hedging instruments and risks being hedged ore as follows:
| 2010 | 2009 | ||||||
|---|---|---|---|---|---|---|---|
| Hedging Instrument |
Hedged Hem |
Changes In tair value | Changes In fair value | ||||
| Type of heage | Instrument Euro'000 |
Risk Euro'000 |
Instrument Euro'000 |
Risk Euro 000 |
|||
| - Net Investment hedge | Currency swaps |
Subsidiary accounts denaminated in USD and PLN |
-143,855 | 143,855 | 64,211 | -64,211 | |
| - Cashflow hedge | Interest rate swap | Interest rate | -233 | -7,013 | |||
| - Cashflow hedge | Interest rate caps and floars | İnleresi rate | 961 | - | |||
| - Cash How hedge | Power price swaps | Power price | -17,778 | 9,684 | |||
| - Cashflow hedge | Currency forward | Exchange rate | -756 | -2,139 | |||
| -162,622 | 143,855 | 65,704 | -64,211 |
The mavements in cash flow hedge reserve have been as follows
| 31 Dec 2010 | 31 Dec 2009 | |
|---|---|---|
| Euro'000 | Euro 000 | |
| Balonce al the beginning of the year | 14,094 | 16,526 |
| Fair value changes | ||
| Interest rate swaps | -5,186 | -7,013 |
| Interest rate caps and floars | 961 | |
| Power price swaps | -18,448 | ે જેવી રે |
| Currency forward | -756 | -2.139 |
| Transfers la results | -3,222 | -4,562 |
| Inefectiveness | -32 | -35 |
| Non cantralling interests included in fair value changes | -87 | 371 |
| Balance at the end of the year | -13,632 | 14,094 |
The gains and lasses on the financial instruments portblio boaked in the income slotement are as fallows:
| 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro'000 |
|
|---|---|---|
| Cash-flow hedge | ||
| Transfers la results | 3,222 | 4,562 |
| Inefectiveness | 32 | 35 |
| Nan efegible for hedge accaunting derivatives | -234 | -3.193 |
| 3,020 | 1.404 |
The effective interest rates financial instruments assaciated with financing operations during 2010, were as fallows
| Group | ||||
|---|---|---|---|---|
| Currency | EDP Renováveis Polys | EDP Renovaveis Receives | ||
| Interest rate contracts: | ||||
| interest rate swops | EUR | (2,52% - 5,01%) | [0.72% - 1.11% 1 | |
| Interest rate swaps | PIN | 5 41% | 1 00% |
ട്രാ
The effective interest rates for derivative instruments associated with financing aperations during 2009, were as follows:
| Group | |||||
|---|---|---|---|---|---|
| Currency | EDP Renovávels Pays | EDP Renovávels Receives | |||
| interest rate contracts: | |||||
| Interest rate swaps | EUR | [3,00% - 5,01%] | (0,71% - 3,00%) |
As at 31 December 200 and 2009, the financial connect in the balance sheel in respect af financial and real guarageed as follaws:
| Group | |||||
|---|---|---|---|---|---|
| Type | 31 Dec 2010 Euro'000 |
31 Dec 2009 Euro 000 |
|||
| Guarantees of a financial nature | |||||
| - EDP Renaváveis | 19.453 | ||||
| - EDPR EU Group | 2,178 | 6,341 | |||
| - EDPR NA Group | 3,368 | 3,124 | |||
| 24,999 | 9.465 | ||||
| Guarontees of an operational nature | |||||
| - EOP Renováveis | 538.122 | 330.227 | |||
| - EOPR EU Group | 20 008 | 190,322 | |||
| - EDPR NA Group | 1.304.742 | 1.093.336 | |||
| 1,893,862 | 1,613,865 | ||||
| Total | 1.918.861 | 1.623.350 | |||
| Real guarantees | 12,718 | 6,284 |
The EDPR Graup tinancial deb), lease and purchose obligations by maturity date are as fallows:
| 31 Dec 2010 | |||||
|---|---|---|---|---|---|
| Debt capital by period | |||||
| Total Euro 000 |
Up to 1 year Euro'000 |
10 3 years Eura 000 |
3 to 5 years Euro 000 |
More than 5 years Euro'000 |
|
| Financial debt (including interests) Operating lease rents not yet due Purchase obligations |
4.896.942 769,109 2,676,437 8,342,488 |
377,159 42,363 1.063.288 1,482,810 |
442,334 85,458 1,180,820 1,708,612 |
437.899 84.370 429,303 951,572 |
3,639,550 556,918 3,026 4,199,494 |
| 31 Dec 2009 | |||||
|---|---|---|---|---|---|
| Debi capital by period | |||||
| Total Euro 000 |
Up to 1 year Euro'000 |
to 3 18013 Euro 000 |
3 10 5 18012 Euro 000 |
More than 5 years Euro 000 |
|
| Financial debt (including interests) | 3,715,943 | 225,378 | 335,045 | 336,306 | 2,819,214 |
| Operating lease rents nal yet due | 460,432 | 28,498 | 56.165 | 53.713 | 322,056 |
| Purchase abligations | 1,480,277 | 1,100,036 | 376,902 | 3.339 | |
| 5,656,652 | 1,353,912 | 768,112 | 393,358 | 3,141,270 |
Purchose abligations include debts related with long-term of praduct and serices supply related to the Group operational activity When prices ore defined under "forward" cantracts, these are used in estimating the amounts of the contractual cammitments
The Operating lease rents not yet due are essentially reload where the wind forms are but Usually the leasing period cover the useful life of he wind forms
The Graup has purchase commitments for the occusive plont ond for maintenance contracts obligotians anouning to 3,055,587 housad Euros reloted to the acquisition of wind turbines for projects currently in the carstruction and development with different suppliers of this type of installations. The breakdown per years is as follows:
| EDPR EU | EDPR NA | Group | EDPR EU | EDPR NA | Group | |
|---|---|---|---|---|---|---|
| 31 Dec 2010 | 31 Dec 2010 | 31 Dec 2010 | 31 Dec 2009 | 31 Dec 2009 | 31 Dec 2009 | |
| Euro 000 | Euro'000 | Euro 000 | Eura 000 | Euro'000 | Euro '000 | |
| Up to 1 year | 746.606 | 321,694 | 1,068,300 | 694,776 | 405,790 | 1,100,566 |
| 1 ta 5 years | 820,678 | 846.680 | 1.667.358 | 228,602 | 180,133 | 408,735 |
| Over 5 years | 3,026 | 316.903 | 319.929 | 156,732 | 156,732 | |
| 1 570 310 | 1 485 277 | 3.055 587 | 023 378 | 747 655 | 1666 033 |
As at 31 December 2010 the Group has the follawing contingent liobilities/rights related with coll ond put options on investments
EDP Renavives, through its subsidiary EDPR EU, halds o call opton over Cajo Madrid on componies of the EDPR U sub-group (20%) of Cenesa). Caja Madrid holds on equivalent pul oplan on the strike price will be referenced to markel value deternined accarding to the sharehalders agreement The option was exercised by Caja Madrid within the exercise periad (see note 34)
EDP Renovision, through its subsition over Cajaster for all the shares held by Cojastur on company "Quinze Nines" (51% of shore capital) Cajastur holds an equivalent put oplian on these shares over EDPR EU The price of exercising these on inesment book valuation process The optians can be exercised between 1 January 2012 and 1 January 2013, inclusively.
EDP Renovation its subsidiary EDPR EU, holds a call opinn over Copstur for 51% of nterest held by Criastur in the companies Souvageons, Le Mee and Pette Piece Cajastur holds an equivalent put aplies oner EPR EU The price al exercising these oplicas will be determined under an messment bank valuation process The options can be exercised between 1 January 2014 and 31 December 2014
EDP Renovaves, Ihraugh its subsidian Venco S.L, holds a call option over Jorge, S.L. for 8.5% of interest held by Jorge, S.L. on company "Apinel Aplicaciones industrioles de energins lines of exercising hese options is 900 thousond Euros. The option can be exercised when Jorge, S.L abruin the licenses to amplify the windbirms "Dehesa del Cascola" and 130 days after he natification of the suscensive condition with o limil date of 8 April 2014
EDP Renavises, hrough its subsidiary EDR EU, holds a call oplion over Capciso on companes Carbera and Villbo' 149% of share capital).
EDP Renaviseis holds, hrough its subsidian at remoning 15% af the share captal of EDPR Italia, with an exercise price bossed on an independent process evaluation conducted by an independent expert in Nature, Sr.I. hads a put option for 15% of the share capital of EPPR Malla, whose exerces arice over 85% of market value of participation (see nale 34) The exercise period of the options is 2 years after occurence of ane af the following events:
Fifth onniversary of the execution of the shareholders agreement (27 January 2015);
When EDP Renavaveis ttaly able to build, develap and operate 3.50 MW in Italy.
EDP Renovéreis, thraugh is subsition aver the renain stareholders of Re Plus MPG. Gallieg and Gan Partners) for 10% of its share capital The price of exercising these aptions is 7,500 thousand be execcied (i) it a chonge acur in the sharehading stucture of he remain sharehaders of Re Plus and fil always before the last praject starts in operation
EDP Renovéveis, through its subsidiary EDPR EU, halds o pur apital of Row, aver the cher shoreholders The exercuse price is 80% of equily volve with a cap of 5,000 thausond Euros The earlier of il two years tollowing the beggining at construction date or ii) 31 December 2019
The number of shares held by company officers as at 31 December 2010 are as fallows:
| 31 Dec ZVIV | 31 Dec ZUUY | ||
|---|---|---|---|
| N.º of shares | N.º of shores | ||
| Executive Board of Directors | |||
| António Luis Guerra Nunes Mexia | 4.200 | 4,200 | |
| Ana Maria Machado Femandes | 1.510 | 1,510 | |
| Nuno Maria Pestana de Almeida Alves | 5.000 | 5.000 | |
| António Fernanda Melo Martins da Casta | 1.480 | 1,480 | |
| Francisco José Queiraz de Barros de Lacerda | 620 | 620 | |
| Joãa Manuel de Mello Franco | 380 | 380 | |
| Jorge Manuel Azevedo Henrigues das Sanlos | 200 | 200 | |
| José Silva Lopes | 760 | 760 | |
| Jasé Fernando Maia de Araujo e Silva | 80 | 80 | |
| Joãa Jasé Belard do Fanseca Lopes Raimundo | 840 | 840 | |
| 15.070 | 15.070 |
The members of Board of Drechrs of EDP Renovated or the parent company has knowledge of any confici all nieresly included in the article 22° of "Ley de Sociedades Anonimas" (Spanish Public Companies" Law)
The boord members of the parent company, compling with the sparish Companes Act, declared that they and reloted porfes to them have nat exercised positions of respansability in complementary octivity of EDP Renovises Group porent company, and they do not hove ever ced by their own ar through hird entitles any active or complementary of EDP Renoventory of EDP Renovivels Group porent company, with the following exceptions:
| Name of Board member | Company | Position |
|---|---|---|
| Antónia Luis Guerra Nunes Mexia | EDP - Energias de Portugal, S.A | Chairpersan af the Executive Baard af Directors |
| EDP - Energias da Brasil, S.A. | Chairperson of the Board af Directors |
|
| EDP Energias de Portugal, S.A. Sucursal en España | Permanent Representative | |
| EDP Finonce BV | Representative | |
| Ana Maria Mochado Femandes | EDP - Energias de Portugal, S.A. | Director |
| Energias do Brasil, S.A | Director | |
| EDP Renewables Europe, S.L. | Chairperson af the Board of Directors |
|
| Horizon Wind Energy, LLC | Chairpersan of the Board of Directors |
|
| EDP Energías de Portugal, S.A. Sucursal en España | Permanent Representative | |
| EDP Finance BV | Representative | |
| HidroelécInco del Cantábrico, S.A. | Director | |
| ENEOP - Eálicas de Portugal, S.A. | Chairperson of the Board of Directors |
|
| EDP Renováveis Brasil, 5.A | Charperson of the Board of Directars |
|
| António Fernando Mela Martins da Costa | EDP - Energias de Portugal, S.A. | Directar |
| EDP · Soluções Comerciais, S.A | Chairpersan of the Board of Directars |
|
| EDP Internacional, S.A. | Chairpersan af the Board of Directors |
|
| Hidroeléctrica del Cantóbrica, S.A | Directar | |
| EDP Energias de Partugal, S.A. Sucursal en España | Permanent Representolive | |
| EDP Finance BV | Representative | |
| EDP Ásio - Investimentas e Consultoria, S.A. | Choirperson of the Boord of Directors |
|
| EDP- Asia Soluções Energélicas Limitada | Chairpersan af the Baard af Directors |
|
| EDP Projectos, SGPS, S.A | Directar | |
| Jaão Monuel Mansa Neto | Naturgās Energia, S.A. | Vive-Chairperson of the Board of |
| EDP - Energios de Portugal, S.A. | Director | |
| EDP - Gestão da Produção de Energia, S.A. | Choirperson of the Board of | |
| EDP Gás, S.G.P.S., S.A | Chairperson of the Board of | |
| EDP Gos II, S.G.P S., S.A | Chairperson of the Boord af | |
| EDP Gás II), S.G.P.S , S.A. | Chairperson of the Board of | |
| EDP Investimentos S.G.P S., S.A. | Choirperson of the Boord of | |
| EDP Gás GPL - Comércio de Petróleo Liquefeito, S.A. | Chairman of Board of Directors | |
| EDP Gás com - Comércio de Gás Natural SA | Director |
100
1
100
100
| Name of Board member | Company | Position |
|---|---|---|
| Chairperson of the Baard of Directors |
||
| EDP Estudos e Consultaria. S.A. | ||
| EDP Energías de Portugal, S.A. Sucursal en España | Permanent Representative | |
| Manuel Menéndez Menéndez | Chairperson at the Board of | |
| Naturgás Energía, S.A | Directors | |
| Enagas, S.A. | Permanent Representative | |
| EDP Renewables Europe, S.L. | Director | |
| Chairpersan of the Board of | ||
| Hidroeléctrica del Contábrico, S.A. | Directors |
Additionally the board members have camunicated hit the share apital any other company with the some, sinilar a complementay activity af EDP Renaváveis Graup, with the following exceptions
| Name of Board member | Company | Number of shares |
|---|---|---|
| António Luis Guerra Nunes Mexia | EDP - Energias de Portugal, S.A | 31,000 |
| EDP - Energias do Brasil, S.A | 1 | |
| Ana Maria Machado Fernandes | EDP - Energias do Brasil, S.A. | 1 |
| Antonia Femando Mela Martins da Costo | EDP - Energias de Portugal, S.A. | 13,299 |
| Jaão Manuel Mansa Neto | EDP - Energias de Portugal, S.A. | 1.268 |
| Nuna Maria Pestona de Almeida Alves | EDP - Energias de Portugal, S.A. | 80,000 |
| EDP - Energias do Brasil, S.A | 1 | |
| Antánio Fernando Mela Martins da Costa | EDP - Energias de Portugal, S.A. | 13.299 |
| Jaãa Manuel de Mella Franco | EDP - Energias de Portugal, S.A | 4,550 |
| REN - Redes Energéticas Nacionais, SGPS, S.A | 980 | |
| Jorge Manuel Azevedo Henriques dos Santos | EDP - Energias de Portugal, S.A. | 2,379 |
In occordance with the Company's by-laws, the members of the Board of Directors is proposed by the Normindion ond Remuneroion Committee to he Board of Directors on the basis of the averall of remeration culturized by the General Meeting. The Boord of Distibution and exacl amount paid to each director on the basis af this proposal
The remuneration attributed to the Executive Board of Directors in 2010 and 2009 were as follows:
| 31 Dec 2010 | 31 Dec 2009 | |
|---|---|---|
| Euros | FUTOS | |
| CED: | 592,939 | 246.857 * |
| Board members | 565,000 | 508.750 |
| 1.157.939 | 755.607 |
(*) Fram May to December (only tixed component)
On 4 November 2008 EDP and EDP Renovaveis signed an Executive Management Services Agreement
Through his controct, EDP provides management services including matters related to the day-to-day running of the Company Under this agreement EDP appaints four people to form EDPKs Executive Corporais pays EPP an amount defined by the Board of Directors Unit Agril 30th of 2009 the CEO remuneration was also cavered by this contract
Under his cantract, EDP Renavis is due lo pay an amount of 836 thausond Euros for management sences rendered by EDP thousand Euros in 2009)
Additionally, the remulers of the Management Team, delined as Key Management and excluding the Chief Steer, was in 2010 1,252 thausand Euras (2009- 1,642 thousand Euras)
As at 31 December 2010 and 2009 there are na autstonding loans and advances with campany afficers and key management
As at 31 December 2010, assets ond liabilities with related parties, are analysed as follows
| Assets Euro Odo |
Uahllittes Euro 000 |
Nel Euro'000 |
|
|---|---|---|---|
| EDP Energias de Partugal, 5.A | ব | 15.079 | -15.075 |
| EDP Energias de Portugal, 5.A Sucursal en España (EDP Branch) | 226.106 | 156.902 | 69,204 |
| EDP Group companies | 45.169 | 2.803.263 | -2.758.094 |
| Hidrocantábrico Group campanies | 48.498 | 2.017 | 46.481 |
| Associated companies | 132,535 | 2 266 | 130,269 |
| Jointly controlled entifies | 7.239 | 840 | 6.399 |
| Other | 757 | 2,733 | -1,976 |
| 460.308 | 2,983,100 | -2,522,792 |
Lightities includes essemially laans ablained by EDP Renavaveis from EDP Finance BV in the amount of 2,799,548 thausand Euras
As at 31 December 2009, assets and liabilites with related parties, are anolysed as fallows
| Assets Euro'000 |
Uabliftes Euro'000 |
Net Euro 000 |
|
|---|---|---|---|
| EDP Energias de Porlugal, S.A. | 11,375 | 5,475 | 5,900 |
| EDP - Energias de Portugal, S.A. Sucursol en España (EDP Bronch); | 59,294 | 13.662 | 45.632 |
| Graup EDP companies | 47.872 | 2.137.046 | -2,089,174 |
| Hidrocantabrico Group companies | 18.894 | 1.493 | 17,401 |
| Associated companies | 111.277 | 11,277 | |
| Jaintly contralled entilies | 7.742 | 840 | 6.902 |
| Other | 239 | -239 | |
| 256,454 | 2,158,755 | -1.902.301 |
Transactions with related parties for the year ended 31 December 2010 are analysed as follaws
| Operating income Euro'000 |
Financial Income Euro'000 |
Operating expenses Euro'000 |
Anancial expenses Eura'000 |
|
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | 11.664 | 2,332 | -2,929 | -3.053 |
| EOP Energias de Parlugal, S.A. Sucursal en España (EDP Branch) | 3.015 | -୧ ବିବିନ୍ଧି | -1,438 | |
| EDP Group companies | 138,124 | 756 | -3.217 | -140,074 |
| Hidrocantábrico Graup campanies | 249,062 | -4.336 | ||
| Associated companies | 1,226 | 2.971 | ||
| Jointly contralled entities | 644 | 4,710 | ||
| Omer | 5,702 | ୧୧3 | -99 | |
| 406.422 | 14,447 | -17.550 | -144.565 | |
Transactians with related parties for the year ended 31 December 2009 are analysed as fallows.
| Operating Income Euro 000 |
Anandal income Euro 000 |
Operaling expenses Euro'000 |
Financial expenses Euro 000 |
|
|---|---|---|---|---|
| EDP Energias de Partugal, 5.A | 23.292 | -3.500 | -700 | |
| EDP Energias de Partugal, S.A. Sucursal en España (EDP Branch) | 11.503 | -9,233 | -37,558 | |
| EDP Group companies | 120.449 | 101 | -3.853 | -43.592 |
| Hidrocantábrico Group campanies | 158.148 | -4,804 | -51 | |
| Assaciated companies | 1.094 | 2.191 | -449 | |
| Jaintly controlled entifies | 615 | 3.898 | ||
| 303 598 | 17.693 | -21.839 | -81.901 |
With the pyrose of hedging the foreign exchange in the company and Group accounts of EDP Renovéws and in the company accounts of EDP Borch, he EP Group settled a CRS in USD and EDP Renavives, At each reporting date, his CRS is readyed to is market volue which caresponds to a spat toreign exchange revaluation , resultion of the investment in EPDR NA and at the USD external financing. As a 131 December 200, the amount payoble by EDP Renaveis to CDP Branch related to 144,049 thousand Euros (3) December 2009: (268 thousand Euros) (see note 34 and 36)
As par of its operational activities, the EPP Rentyeis in forur at cerain suppliers and in connection with renewable energy contracts Usudly, hese guarantees are aranted by EDP, S.A., hrough EDP 31 December 2010, EDP, S.A. and Harocanbibrio graned financial (57,95) housand Euros, 31 December 2009: 31.14 thausand Eural ond apply 1 thousand Evas, 31 December 2009: 588,660 thousand Euros purcares in tavau of EDR EU ond EDPR NA The operational gurantees are issued by EDPR EU and EDPR NA in relator to the occuisition of propenty, planl and equipment, supply agreements, turbines and energy contracts (Power purchase agreements) (see note 37)
In the narmal course of its acking to business transactions and aperations and aperations based an narmal market conditions with related parlies
The Company has no pension or life insurance obligations with its tormer ar current directors in 2010 or 2009
For value of financiol instruments is based, whenever ories Otherwise, for value is delemined through internal models, which are based on generally accepted cosh flow discounting techniques and option valuation models ar through quations supplied by third parties
Non-stondard natuments may requre aller consider ther characters and the generally accepted mattel procices applicable lo such nshuments. These models are developed consides that affect the underlying instrument, namely jield curves, exchange rates ond volofility to tors.
Market data is obtained tram generally accepled suppliers of financial dato (Blaamberg and Reulers)
As at 31 December 2000 and 2009, the following toble presents the interest and which the Graup is expased These intess were used as the base for the fair value calculations made through internal models referred above
| 31 Dec 2010 Currencies |
||||||
|---|---|---|---|---|---|---|
| EUR | USD | હર્શ | EUR | USD | BRL | |
| 3 months | 1 01% | 0.30% | 10 90% | 0 70% | 0 25% | 8 74% |
| 6 manths | 1 23% | 0.46% | 11.61% | 0 99% | 0.43% | 9 22% |
| 9 months | 1 37% | 0 61% | 11 90% | 1.13% | 0.77% | 9.87% |
| l yegr | 1 51% | 0 78% | 12 04% | 1.25% | 0 98% | 10 50% |
| 2 years | 1.56% | 0 79% | 12.27% | 1.88% | 1.35% | 11 86% |
| 3 years | 189% | 1.26% | 12.15% | 2.28% | 2.00% | 12 43% |
| 5 years | 2 49% | 2.17% | 11 95% | 2,81% | 2.97% | 12.79% |
| 7 years | 2.93% | 2.83% | 11 85% | 3.22% | 3.48% | 13.10% |
| 10 years | 3.32% | 3 41% | 11 90% | 3.59% | 3 93% | 13.31% |
Non-lished equity instruments, far which a relieves is not available elfter by intend models or extend providers, are ecognized of heir historical cost.
Listed financial instruments are recognized at fin value prices. The financial instruments for which relioble for value estinates are not valiable, are recorded in the balance sheet at their fair value inote 191.
These Institutions include mainly shart the mail asses and lightines. Given the reporting dote. Heir bock values are not significantly different from their foir values
The fair value of the financial through intend models, which are bosed on generally occepted cosh flow discounting techniques. At the eparing date, the carying anount of floating rate lanns is approximated to really the intercompany loans granted by EP Group, their in vale is obtained through internal models bosed on generally accepted discount rates ond forward interest rotes were based on the narket interest rate curves and on the exchange rates disclosed on note 28.
All derivatives are accounted of their ralee. For those which argarized morkers, the respective market process used for over, bri value is estimated through the use of internal most flow discounting techniques and opfion madels generally accepted by the markel, or by deater price quatations.
With the pupose of hedging the foreign exchange in the ne' investment in EDPR N4, the Group entered mto a CRS in USD and I This finonciol deivalie is presented on the balon, which is estimaled by discunling the prajected USD and EUR cash flows The discount rotes ond forward interest rates were bosed on the interest a above ond the USD/EUR exchange rate is disclosed an note 28 See also notes 13, 23 and 27.
The fair values of ossets ond liabilities as at 31 December 2010 and 2009 are analysed as follows
| 31 December 2010 | 31 December 2009 | |||||
|---|---|---|---|---|---|---|
| Carrying amount | Fair walue | Oifference | Carrying amount |
Fair value | Difference | |
| Euro 000 | Euro'DOO | Euro DOO | Euro 000 | Euro 000 | Euro 000 | |
| Financial assets | ||||||
| Available for sale investments | 18,380 | 18.380 | 12,630 | 12,630 | - | |
| Trade receivables | 143,650 | 143,650 | - | 106.148 | 106,148 | |
| Debtor and ather assets | 666.100 | 666,100 | - | 447,697 | 447,697 | - |
| Derivative financial instruments | 9,470 | 9,470 | 19,208 | 19,208 | - | |
| Financial assets at fair value through profit ar loss | 35,744 | 35,744 | 37,103 | 37,103 | - | |
| Cash and cash equivalents (assets) | 423,700 | 423,700 | 443,633 | 443,633 | ||
| 1,297,044 | 1,297,044 | 1,066,419 | 1,066,419 | |||
| Financial liabilities | ||||||
| Financial debt | 3,533,590 | 3,386,458 | -147,132 | 2,673,439 | 2,643,266 | -30,173 |
| Suppliers | 654,794 | 654,794 | 695,001 | 695,001 | ||
| Institutianal partnerships in US wind larms | 1,644,048 | 1,644,048 | 1.353,612 | 1,353,612 | - | |
| Trade and ather payables | 962,264 | 962,264 | 1,032,808 | 1,032,808 | - | |
| Derivative financial instruments | 172,715 | 172,715 | 19,702 | 19,702 | ||
| 6,967,411 | 6,820,279 | -147,132 | 5,774,562 | 5,744,389 | -30.173 |
The fair value levels used to valuate EDP Renovávers Group tinancial assets and liabilities are delined as follows
Level 1 - Quoted prices (unaudiusted) in active morket for identical assets and Irabilities;
tevel ? - Inputs ofter that quoted prices ncluded with the assel ar fibelity, either directly i.e as prices) or indirectly (i.e., deried from prices);
Level 3 - Inputs for the ossets or liability that are not based an observable morket doto (unabservable inputs)
| 31 December 2010 | 31 December 2009 | |||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | level 1 | level 2 | Level 3 | |
| Financial assets | ||||||
| Available far sale investments | 18,380 | 12,630 | ||||
| Trade receivables | 143,650 | 106,148 | ||||
| Debtor and other assets | 666,100 | 447,697 | ||||
| Derivative financial instruments | 9,470 | 19,208 | ||||
| Financial assets at fair value through profit or loss | 35,335 | 409 | 33,012 | 4,091 | - | |
| Cash and cash equivalents (assets) | 423,700 | 443,633 | ||||
| 35,335 | 1,243,329 | 18.380 | 33,012 | 1,020,777 | 12,630 | |
| Anancial Ilablitties | ||||||
| Financial debt | 3,386,458 | 2,643,266 | ||||
| Institutional partnerships in US wind farms | 1,644,048 | 1,353,612 | - | |||
| Trade and other payables | 690,926 | 271,338 | 729,025 | 303,783 | ||
| Suppliers | 654,794 | 695,001 | ||||
| Denvalive financial instruments | 172,715 | 19,702 | ||||
| 6,548,941 | 27,33B | 5,440,606 | 303,783 | |||
The movement in 2010 and 2009 of the financial assets and liabilities within tevel 3 are anolyzed was as follows:
| Available | |||||
|---|---|---|---|---|---|
| for sale Investments | Trade and other payables | ||||
| 31 Dec 2010 | 31 Dec 2009 | 31 Dec 2010 | 31 Dec 2009 | ||
| Balance at the beggining of the year | 12,630 | 12,501 | 303,783 | 258,925 | |
| Gains / (Lasses) in other comprehensive income | -034 | 912 | |||
| Purchases | 6.684 | 36.584 | |||
| Fair value changes | -69.029 | 44.858 | |||
| Tronsters inta / out af Level 3 | -783 | ||||
| Balance at the end of the year | 18.380 | 12.630 | 271,338 | 303,783 | |
The trode and other payables with liabilities arising from aplians with non cantolling interests (see nate 34)
No relevant subsequent events occurred until 24 February 2011.
The new standards and interpretion that are alleddy effective and that the EPP Renovers Group has applied an its Cansalidated Financial Statements can be anolyzed as follows.
The Group did not ablain ony significant impact from the adoption of this amendment.
IFFS 1 (amendment) - "First fire adoption of the International Reporting Standards" and JAS 27 (amerations) - "Consolidated and Separate Financial Statements"
The Group did not obtain ony significont impact trom the adoption of this amendment.
The Group does not have any share based payments
The Intending Standards Board (ASB) issued, in January 2008, the revised (PSS 3 - "Business combinations", with on effective does of manufaction for the exercises beagining on or after 1 July 2009, being its early adoption allowed
The moin imports of these stardards correspond if the portial acquisitions, in which the ron controling interests previously denominated by minatiy nteest could be messured at fair relue twhich of the googlill althibutable to the nap controlling interests ar as a garlion athiburable to he non contaling interests of acquired easyly required; fit the step acquisitions the new ples ablice, when the appyll is calculed, to he revolualion popinst newls, of the fair your controlling interest hed are yously in the acquisition that he familian control. (if book the costs directived to to the acquisition of a subsidion in the charges of the shareholdings in subsidiaries that do not result in loss of control. Inch bearns to be recognised as equity movements
Additionally, from the amendment to AS 27 esults the accumulated losses on a suppliary began to be anything interests (regariling of neadie non controlling marests) and in a subsidiary discover is messured at for volved at fair volve delemined in the date of the disposal.
The Group has adopted the revised IAS 27 for the acquisitions mode from 1 January 2010 anwards
The Group did not obtoin any significant impact from the odoption of this amendment
The Group did not ablain any significant impocl from the adoption of this amendment
The Group did not obtain any significant impact from the adoption of this amendment
The Group did not obtain ony significant impoct from the adaption of this amendment
The Group did not obtain any significant impact from the adoptian of this amendment
The IASB publicated the Annual Improvernent Project that changed the following standards
The Group has alsa decided against the early application af the following standards and interpretations
The following stondords and internet his been vel endating he mac of the adaption of the adaption of these standards and interestrans and did not expect any significant impact
· IFRS 9 - "Financial Instruments", [Far exercises beggining after 1 January 2013)
The Group is evaluating the impact from the adoption of these standards and interpretations
Expenses of enviranmental nature are he expensed to avoid, reduce or repair damages of on environmental nature had result from the Graup's normal activity
These expenses are booked in the income stolement of they qualify to be recognised as an asset, as according to US 16
During the period, the environmental expensed in the income statement refer to casts with the environmental management plan are onclused as follows
| Group 31 Dec 2010 Eura'000 |
Group 31 Dec 2009 Eura'ODO |
|
|---|---|---|
| Environmental Investment | 1,802 | 4.500 |
| 1.802 | 4.500 |
The development of an Environment System (EMS) was stated in 2008 The pupose of the EMS is to simulate good entronmental procities focused on pratecting natural resources and spill management, with a commilinent to cantinuous impravement of environmental performance
In Europe, EDP Renavavis renewed certification obloined for thirty three at its wind forms (958 MW) in operation under the ISO 1400)
As releried in occaunting policy 20), the Group has for dismanling and decommissioning of property, plant ond egal ar contractual abligation exists to decommsion those assets at the end of their useful lifes Cansequently, he Group has boxed provisions for propenty, plor ond equipment related to election for the responsibilities of respring sites ond lond to its original condition, in the amount of 53,156 Inausands of Euras as at 31 December 2010 163.956 thousands of Euros on 31 December 2009) Isee nate 321
The Group generates energy from renewoble segments which are the Graup's strategic business units, Portugol, Spain, Res of Europe and USA. The strategy business units have conspit zanes, and are monged separately because heir charcchisits are quie different mainy as a consequence of differen regulations in each of the strategic business units, the Group's CEO reviews internal management eports on of least a quarterly basis
Other operations include the EPR 8R subgroup companies and remain activites (Bomass and mini-hydric generation plants) nat included in the repartable segments. Nane of these segments meets any of the quantitutive thresholds for determining reparable segments in 2010 ar 2009
The accurities of the rearrable seaments are the same as described in note 3 Information the results of each readed in Annex 2 Performance is neasured based an seamer or of the intend management reages that are reviewed by the Gray is crop is croll is used to measure performance as management believes that is the mast relevant in evaluating the results of certing segments relative to ther entiles hat aperate within these industries Inter-segment pricing is defermined on an arm's length basis
A business seppent is an identifiable component of the Group, aimed of service, or a group of elected products or services, one I l s sublect to risks and relurns that con be distinguished from thase of other business seaments
A geogrophical segment is an identifiable component of the Group, aimed at a senice, or a group of related products ar services, whitin a specific ecanomic envronment, and it is subject to risks and returns that operate in other economic environments
The Group generates energy from renewoble sources in several locations and its activity is managed based on the following business segments:
The segment "Adjustments" carespords to the onulation of financial investments in subsitiaries of EDPR Group ond to the consolidation and intra-segment adjustments.
The amounts reported in each business segment result has absidiaries and business units defined in each segment permeter and the elimination at the intro-segment transactions
The statement af firancial position of each subsitions unit is delemined based in the amounls booked directly in the subsidiories that compass the segment, including the intra-segment anullations, withaul any inter-segment allacation adjustment.
The income storent for each segment is determined booked directly in the subsidaties financial strements and business units, adjusted by the intra-seaments anullatians
KPMG has audiled the consaldoted onnual accounts of EDP for 2010 and 2009. This campany and the other related entitles and persons in occadones with Law 19/988 of 12 July, have invoced by the year ended in 31 December 2010 and 2009, fees and expenses for arabesting to the fillewing detal lamounts in thousand Euros)
| 31 December 2010 | |||||
|---|---|---|---|---|---|
| Portugal | Spoin | Brasil | United States of America |
Other | Total |
| 193 | 600 | સ્તે | 728 | 221 | 1,901 |
| 210 | 174 | 449 | |||
| 403 | 742 | જેવી | 234 | 2,350 | |
| 17 | - | 481 | 498 | ||
| 1 | |||||
| 1 | 17 | 481 | 499 | ||
| 404 | 759 | રત | 1,383 | 234 | 2,849 |
| Portugal | Spain | Brosil | United States of America |
Other | Total |
| 74 | 780 | 36 | 694 | 218 | 1,802 |
| 100 | 202 | 316 | |||
| 74 | 880 | રૂર | 866 | 232 | 2,118 |
| 12 | 337 | 666 | 6 | 1,021 | |
| - | - | ||||
| 337 | ୧୧୧ | 1,021 | |||
| 80 | 1,217 | રે રેણ | 1,562 | 238 | 3,139 |
| 12 | 52 | 69 | 31 December 2009 | 13 14 6 |
The Subsidiary Companies consolidated under the full consolidated method, as of 31 December 2010, are as follows
| Subsidiaries Companies | Head Office |
ಳ Cantributed |
ಕ Vollng rights |
Auditor |
|---|---|---|---|---|
| Group's parent holding company: | ||||
| EDP Renovoveis, S.A | Ovedo | 100.00% | 100.00% | KPMG |
| Parent Company: | ||||
| EDP Renewables Eurape, S.L. | Ovieda | 100 00% | 100.00% | KPMG |
| Electricity business Portugal | ||||
| EDP Renaváveis Portugal, S.A. | Parto | 100.00% | 100 00% | KPMG |
| Eblica da Alagoa, S.A. | Arcas Valdevez | ెర్లి రిదిళ | చెరి రెత్తిశ | KPMG |
| Eòlica de Monlenegrela. Lda | Vila Pouca de Aguiar | 50 10% | 50. 10% | KPMG |
| Eálica da Serra das Alturas, S.A. | Boticas | 50 10% | 50.10% | KPMG |
| Malhadizes - Energia Ealıca, 5.A | Parta | 100.00% | 100 00% | KPWG |
| Electricity business Spain | ||||
| Acompo Arias, 5.L | Zaragoza | 98 19% | 98.19% | KPMG |
| Agrupación Eölica SLU | Zaragoza | 100.00% | 100 00% | KPMG |
| Parque Eólico Plana de Artajona, SLU | Zaragoza | 100.00% 75 83% |
100.00% | Nol oudited |
| Compañío Eólica Campo de Borja, S.A | Zoragoza | 75.83% | KPMG | |
| Cio Eléctrica de Energios Renovables Alternativas, SAL Ceprastur AJE · |
Zorogoza Oviedo |
100.00% 56.76% |
100 00% 56 76% |
Deloitte Nol oudited |
| Corporacian Empresarial de Renavables Altemativas, SLU | Zorogoza | 700.00% | 100.00% | Nol oudited |
| Parc Eòlic de Coll de Maro, 5.L | Barcelona | 60.00% | 100.00% | KPMG |
| D.E. Almarchol. SAL . | Códiz | 100.00% | 100.00% | KPMG |
| D E. Buenavista, SAL " | Códiz | 100.00% | 100 00% | KPMG |
| Desarrollos Catalanes Del Viento, S.L. | Barcelona | 6000% | 60.00% | KPMG |
| D E. de Corme, S.A * | La Coruño | 100.00% | 100.00% | KPMG |
| D.E. Dumbria, SAL * | Lo Coruño | 100.00% | 100 00% | KPMG |
| Desartollos Eblicos de Galicia, S.A * | Lo Coruña | 100.00% | 100.00% | KPMG |
| D E. de Luga, SAL · | lugo | 100.00% | 100 00% | KPMG |
| Desarrollos Eólicas Promoción S.A.U * | Sevilla | 100.00% | 100 00% | KPMG |
| D.E. Rabosera, S.A * Desarrallos Eólicos, S.A. 4 |
Huesco Sevilla |
95.00% 100.00% |
95.00% 100 00% |
KPMG KPMG |
| DE de Tarifa, SAL * | Codiz | 100.00% | 100 00% | KPMG |
| Ealica Don Quiple, 5.1 · | Albacete | 100.00% | 100.00% | KPMG |
| Ealica Dulcinea, S.L. * | Albacete | 100.00% | 100.00% | KPMG |
| Eolica Alfoz, S.L. | Modrid | 84 98% | 84.98% | KPMG |
| Eälica Arlonzón, S.A. * | Modrid | 77.50% | 77 50% | KPMG |
| Eólica Compollono, S.A. * | Modrid | 75.00% | 75.00% | KPMG |
| Eneralivo, S.A. * | Sevilla | 100.00% | 100 00% | Nol oudiled |
| Ealica Fantesilva, S.L * | Coruña | 100.00% | 100 00% | KPMG |
| Hidroeléctrica Fuentermasa S.L. * | Oviedo | 100.00% | 100 00% | Nol oudited |
| Porques de Generoción Eólica, S.L. | Burgos | 60 00% | 60.00% | KPMG KPMG |
| Generociones Especioles 1. S.L Ceasa Promociones Eólicos, SLU |
Modrid | 100.00% 100.00% |
80.00% 100.00% |
KPMG |
| Subgrupo Veinco | Zaragoza Zaragoza |
100.00% | 100 00% | Nol oudited |
| Eolica Guadollebo, S.L | Sevilla | 100.00% | 100 00% | KPMG |
| Hidroeléctrica Gormoz S.A * | Salamanca | 75.00% | 75 00% | Nol oudited |
| lberio Aprovechamientos Eolicos, SAL | Zoragoza | 100.00% | 100.00% | KPMG |
| Investigación y Desarrallo de Energios Renavobles, S L. | Leán | ನಿಕೆ ನಿರ್ವಿಸಿ | ನ್ನಾಕಿಕ | KPMG |
| Industrios Medioambientales Rio Cornon, S.A. * | Madrıd | 90.00% | 90.00% | Nol audited |
| Eolica La Jonda. S L * | Modrid | 100.00% | 100 00% | KPMG |
| Eolico La Novica, S.L | Madrid | 100.00% | 100 00% | KPMG |
| Porque Eólico Los Confoles. SLU | Zarogoza | 100.00% | 100 00% | KPMG |
| Porc Eglic Molinors S.L. | Girona | 54.00% 80.00% |
90 00% 80.00% |
Nat audited KPMG |
| Molino de Coragueyes, S.L. Porque Eólico Moniles de Costejón, 5.L |
Zaragozo | 100.00% | 100 00% | Not audited |
| Musia I e Il " | Zaragazo Caruño |
100.00% | 100.00% | Not audited |
| NEO Energia Aragón 5 L | Madrid | 100 00% | 100.00% | KPMG |
| NEO Catolunyo. S L | Barcelona | 100.00% | 100.00% | KPMG |
| Neomoi Inversiones SICAV, S.A. | Madrıd | 100 00% | 100.00% | PWC |
| Parque Eblica Sonta Quiterio, S.L. * | Huesca | 28.33% | 58.33% | KPMG |
| Parque Eblica Belchite, S.L. * | Zorogoza | 100 00% | 100.00% | KPMG |
| Parques Eólicas del Cantábrico, S.A * | Quedo | 100.00% | 100.00% | KPMG |
| Parque Eblica La Sotonero, S.L. * | Zorogoza | 64.84% | 64 84% | KPMG |
| Parque Eòlica Altos del Valloya, 5.A | Madrid | ୧। ୦୦% | 6100% | KPMG |
●
●
œ
| Subsidianes Companies | Head Office |
8 Contributed |
રે | Auditor |
|---|---|---|---|---|
| Voling rights | ||||
| Bectrictly business Spain | ||||
| Ealica de Radana S.L * | Madrid | 100.00% | 100.00% | KPMG |
| Rasacal Cageneracian S.A * | Madrid | 60.00% | 60.00% | Nat audited |
| Siesa Renavables Cananas, 5.L. * | Gran Canaria | 100 00% | 100.00% | Nol qudited |
| Renovables Castilla La Mancha S.A * | Albacete | 90.00% | 90.00% | KPMG |
| Hidraeléctrica del Rumblar S.L * | Madrid | 80.00% | 80.00% | Nat audited |
| Eolica Sierra Avila, S.L. * | Madrid | 89.99% | 89 99% | KPMG |
| Sinae Inversiones Eólicas S.A * | Modrid | 100.00% | 100.00% | KPMG |
| Sotromal, S.A * | Soria | 90.00% | 90.00% | Not audited |
| Parc Eòlic de Torre Modrino, S.L. | Barcelana | ୧୦ ୦୦% | 100.00% | KPMG |
| Trolamientos Medioambientales del Narte, 5.A. | Modrid | 80.00% | 80 00% | Not audited |
| Sonla Quitena Energio, S.L.U. * | Zaragaza | 100.00% | 100.00% | Not audited |
| Bon Vent de Corbero, S.L | Barcelono | 100.00% | 100 00% | KPMG |
| Bon Vent de Vilalba, 5.1 | Borcelono | 100.00% | 100.00% | KPMG |
| Porc Eòlic de Vilalba dels Arcs, S.L | Barcelono | 60.00% | 100.00% | KPMG |
| Aprofitoment D'Energies Renovobles de la Terra Alta, S.A. | Barcelona | 48.70% | 60.63% | KPMG |
| Porc Eolic Coll de la Garganta, 5.L | Borcelona | 100.00% | 100 00% | KPMG |
| Eólica Curiscao Pumor, S.A. | Modrid | 100.00% | 100 00% | KPMG |
| Desarrallas Eólicos de Teruel, S L | Zaragozo | 21.00% | 51.00% | Not oudited |
| Eólica Garcimuñoz, S.L. | Modrid | 100 00% | 100.00% | Nat audited |
| Energías Eólicas Lo Monchuelo, S.L.U. * | Madrıd | 100 00% | 100 00% | KPMG |
| Sierra de la Peña, S.A | Madrid Barcelona |
84 90% 100.00% |
84.90% | KPMG |
| Bon Veni de L'Ebre, S.L. | Barcelono | 100.00% | 100 00% 100.00% |
KPMG KPMG |
| Parc Eolic Serra Valtorero, S.L. | ||||
| Electrictly business France | ||||
| Parc Eolien D'Ardennes, SARL | Elbeuf | 100 00% | 100.00% | Not oudited |
| Parc Eolien du Clas Botaille, SAS | albeul | 100.00% | 100.00% | Nol oudiled |
| Eolienne des Bocoges, SARL | Elbeuf | 100.00% | 100.00% | Nol oudited |
| Ealienne de Callengeville, SAS | Elbeuf | 100.00% | 100.00% | EXCO |
| CE Canel-Pant de Salars, SAS | Paris | 100,00% | 100.00% | KPMG |
| Parc Eolien des Langs Champs, SARL | Elbeul | 100 00% | 100.00% | Nal oudited |
| Ealienne D'Etolondes, SARL | Elbeul | 100.00% | 100.00% | Nol oudited |
| CE Gueltas Nayal-Pontivy, SAS | Polis | 100.00% | 100.00% | KPMG |
| Porc Ealien de Lo Helroye, SAS | Elbeul | 100,00% | 100.00% | EXCO |
| SOCPE Le Mee, SARL | Taulouse | 100 00% | 49 00% | KPMG |
| Porc Eolien de Mancheville, SARL | Elbeul | 100.00% | 100.00% | Nal audited |
| EDP Renewables France, SAS | Parıs | 100.00% | 100.00% | KPMG |
| C.E. Potoy, SAS | Paris | 100.00% | 100.00% | KPMG |
| Porc Eolien des Bocages, SAR | Elbeut | 100.00% | 100.00% | Not audited |
| 50CPE Pelite Piece, SARL | Toulouse | 100.00% | 49 00% | KPMG |
| Plouvien Breiz, SAS | Camore | 100.00% | 100.00% | Deloitte |
| Porc Ealien de Roman, SARL | Elbeut Paris |
100.00% | 100.00% | Not audited KPMG |
| C.E. Sainl Barnobe, SAS | Elbeut | 100.00% 100.00% |
100.00% 100.00% |
Not audited |
| Eolienne de Sougueuse, SARL | Toulouse | 100.00% | 49 00% | KPMG |
| 50CPE Sauvageons, SARL | Paris | 100.00% | 100.00% | KPMG |
| C.E. Segur, SAS Centrale Eolienne Neo Truc L'Homme, SAS |
Paris | 100.00% | 100.00% | KPMG |
| Porc Ealien de Varimpre, SAS | Elbeut | 100.00% | 100.00% | EXCO |
| Porc Eolien des Volines, SAS | Elbeut | 100.00% | 100.00% | EXCO |
| Mardelle, SARL | Toulouse | 100.00% | 100.00% | Not audited |
| Quinze Mines, SARL | Toulouse | 100.00% | 4900% | Not audiled |
| Vallée du Moulin, SARL | Toulause | 100.00% | 100.00% | Not audited |
| Electrictly business Poland | ||||
| Elektrawnia Wiatrowo Kresy I SP ZOO | Warsow | 100.00% | 100.00% | Not audited |
| EDP Renewables Polsko SP ZOO | Warsow | 100.00% | 100.00% | KPMG |
| Relax Wind Park ! 5P ZOO | Warsow | 96.43% | 96 43% | KPMG |
| Relax Wind Park II SP ZOO | Warsow | 51.00% | 51 00% | Not audiled |
| Relax Wind Park III SP ZOO | Warsow | 100.00% | 100.00% | KPMG |
| Relax Wind Park IV SP ZOO | Warsow | 51.00% | 21 00% | Not audited |
| Farma Wiatrowa Bodzanow SP ZOO | Warsow | 100.00% | 100.00% | Nal audited |
| Karpacka Malo Energelyko SP ZOO | Warsow | 100.00% | 100.00% | Not ondiled |
| Forma Włotrowa Starozreby SP ZOO | Worsow | 100.00% | 100.00% | Not audited |
| Forma Motrowa Wyszagrod SP ZOO | Warsow | 100.00% | 100.00% | Not oudiled |
| Electricity business Beiglum | ||||
| Louvain-la-Neuve | 70.00% | 70.00% | KPMG | |
| Greenwind S.A. |
ээ
| Subsidiaries Companies | Haad Office |
8 Contributed |
శా Volling rights |
Auditor |
|---|---|---|---|---|
| Electricity business Bruzil | ||||
| EDP Renováveis Brasil, S.A | São Paulo | 55 00% | 55.00% | KPMG |
| Central Nacional de Energia Eólica, S.A (Cenaeel) | São Paula | 55.00% | 100.00% | KPMG |
| Elebrás Prajectos, Urda | São Paulo | 55 00% | 100.00% | Not audited |
| Electricity business Romania | ||||
| Cemavoda Power SRL | Bucharest | 85.00% | 85.00% | KAMG |
| EDP Renewables Romania, S.R.L. | Bucharest | 85.00% | 85.00% | KPMG |
| Electricity business - Holland | ||||
| Tarcan, B V | Amsterdam | 100.00% | 100.00% | KPMG |
| Electricity business - Great Britain | ||||
| EDPR UK Limited | Carditt | 100.00% | 100.00% | KPMG |
| Moray Offshare Renewables Limited | Carditt | 75.00% | 75.00% | KPMG |
| MacColl Offshore Windfarm Umited | Cardiff | 7500% | 100 00% | KPMG |
| Stevenson Offshore Windform Limited | Carditt | 75.00% | 100.00% | KPMG |
| Telford Offshare Windform Limited | Carditt | 7500% | 100 00% | KPMG |
| Electricity business - Haly | ||||
| EDP Renewables Halia, S.R.U. | Varese | 100.00% | 100 00% | KPMG |
| Repano Wind S.R.L. | Varese | 100.00% | 100 00% | KPMG |
| Re Plus - S.R.L. | Varese | 80.00% | 80.00% | KPMG |
| Electricity business - Canada | ||||
| EDP Renewables Canada, Ltd | Ontoria | 100.00% | 100 00% | Nal audited |
| Parent Company: | ||||
| KPMG | ||||
| Horizan Wind Energy LLC | Texas | 100.00% | 100.00% | |
| Electrictly business USA | ||||
| Wind Turbine Prometheus, LP | Califamia | 100.00% | 100.00% | Nal audited |
| Cloud Caunty Wind Farm, LLC | Kansas | 100.00% | 100.00% | KPMG |
| Whitestone Wind Purchasing, LLC | Texas | 100.00% | 100 00% | Nol audited |
| Blue Canyon Windpawer II, LLC | Oklahama | 100.00% | 100.00% | KPMG |
| Blue Canyon Windpower V, LLC | Oklahama | 100.00% | 100 00% | KPMG |
| Horizan Wind Energy Internotianal, LLC | Texas | 100.00% | 100 00% | Nat audited |
| Proneer Praine Wind Form I, LLC | lowo | 100.00% | 100.00% | KPMG |
| Sagebrush Pawer Partners, LLC | Washington | 100.00% | 100.00% | KPMG |
| Telocase) Wind Power Partners, LLC | Oregan | 100.00% | 100 00% | KPMG |
| High Troil Wind Farm, LLC Morble River, LLC |
Alionois | 100.00% 100.00% |
100.00% 100 00% |
KPMG |
| Rail Splitter, LLC | New York Allianois |
100.00% | 100 00% | Nol oudified KPMG |
| Blackstone Wind Form, LLC | Alionois | 100.00% | 100.00% | Nal audited |
| Araostoak Wind Energy LLC | Moine | 100.00% | 100 00% | Nol audited |
| Jericho Rise Wind Form, LLC | New York | 100.00% | 100 00% | Nal audited |
| Modison Windpower, LLC | New York | 100.00% | 100000% | KPMG |
| Mesquite Wind, II.C. | Texas | 100.00% | 100.00% | KPMG |
| Martinsdole Wind Farm, LLC | Calorado | 100.00% | 100 00% | Nol oudited |
| Post Oak Wind, ILC | Texas | 100.00% | 100.00% | KPMG |
| BC Maple Ridge Wind, LLC | Texas | 100.00% | 100 00% | KPMG |
| High Proirie Wind Farm II, LLC | Minnesala | 100.00% | 100.00% | KPMG |
| Arlinglan Wind Pawer Project, LLC | Oregon | 100.00% | 100 00% | KPMG |
| Signal Hill Wind Power Project, ILC | Calorada | 100.00% | 100 00% | Nal audited |
| Tumbleweed Wind Pawer Project, LLC | Calorado | 100.00% | 100 00% | Nal audited |
| Old Troil Wind Form, LLC | Illionais | 100.00% | 100 00% | KPMG |
| OPQ Property, LLC | Illionars | 100.00% | 100.00% | Nat audited |
| Meadow Lake Wind Farm, LLC | İndiana | 100.00% | 100.00% | Nat audiked |
| Wheatlield Wind Power Project, U.C. | Oregon | 100 00% | 100 00% | Not oudiled |
| 2007 Venta , LLC | Texas | 100 00% | 100 00% | KPMG |
| 2007 Vento II, LLC | Texas | 100.00% | 100.00% | KPMG |
| 2008 Vento III, LLC 2009 Vento IV, LLC |
Texas Texas |
100.00% 100 00% |
100.00% 100 00% |
KPMG KPMG |
| 2009 Vento V. LLC | Texns | 100 00% | 100 00% | KPMG |
64
C
C
●
C
●
œ
œ
| Subsidiaries Companies | Head Office |
ಳಿ Contributed |
ಕ್ಕೆ Voling rights |
Auditor |
|---|---|---|---|---|
| Electrictly business USA | ||||
| 2009 Venla VI, U.C. | Texas | 100.00% | 100.00% | KPMG |
| 2010 Vento VII, LLC | exas | 100.00% | 100.00% | KPMG |
| 2010 Vento VIII, LLC | Texas | 100.00% | 100.00% | KPMG |
| 2010 Venla DX, LUC | Texas | 100.00% | 100 00% | Nal audiled |
| Horizan Wind Ventures I, LLC | Texas | 100.00% | 100.00% | Not audited |
| Harizan Wind Ventures II, LLC | Texas | 100.00% | 100 00% | Nat audiled |
| Horizon Wind Ventures III, LC | Texas | 100.00% | 100 00% | Not oudited |
| Horizon Wind Ventures VI, LC | exas | 100 00% | 100.00% | Not audiled |
| Horizan Wind Ventures VII, LLC | Texas | 100.00% | 100.00% | Not audited |
| Horizon Wind Ventures VIII, LLC Horizon Wind Ventures IX, ILC |
Texas Texas |
100.00% 100.00% |
100.00% 100.00% |
Not audited Not oudited |
| Horizon Wind Ventures IB, LLC | Texas | 100.00% | 100.00% | Not oudited |
| Horizon Wind Ventures IC, LC | Texas | 100.00% | 100.00% | Nal audited |
| Clinton County Wind Farm, LC | New York | 100.00% | 100.00% | Nal audited |
| BC2 Maple Ridge Haldings, LLC | lexas | 700.00% | 100.00% | Not audited |
| Cloud West Wind Project, LLC | lexas | 100.00% | 100.00% | Not audited |
| Five-Spot, LLC | Texas | 100.00% | 100.00% | Not audited |
| Alabama Ledge Wind Farm, LLC | Texas | 100.00% | 100.00% | Not audited |
| Antelape Ridge Wind Power Praject, LLC | Texas | 100.00% | 100.00% | Not audited |
| Arkwright Summit Wind Fam U.C. | Texas | 100.00% | 100.00% | Not audited |
| Ashford Wind Farm, WC | Texas | 100.00% | 100 00% | Nol audited |
| Alhena-Weslan Wind Power Praject, LLC | Texas | 100.00% | 100.00% | Not audited |
| Black Prairie Wind Farm, LLC | Texas | 100.00% | 100 00% | Not audited |
| Blackslane Wind Farm II, LLC | Texas | 100.00% | 100 00% | Not audited |
| Blackstone Wind Farm III, LLC | Texas | 100.00% | 100 00% | Nat audited |
| Blacksfone Wind Farm N, LLC | lexas | 100.00% | 100.00% | Not oudited |
| Blackstone Wind Farm V, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Blue Canyon Windpower III, LLC | Texas | 100 00% | 100.00% | Nat audiled |
| Blue Canyon Windpower IV, LC | Texas Texas |
100 00% 100.00% |
100 00% 100.00% |
Nat audiled Nol audited |
| Blue Canyan Windpawer VI, LLC Broadlonds Wind Form II, LLC |
Texas | 100 00% | 100 00% | Nol oudited |
| Broadlands Wind Form III, LLC | Texas | 100 00% | 100.00% | Nol audited |
| Braadlonds Wind Form, UC | Texas | 100 00% | 100.00% | Not oudited |
| Chaleougoy River Wind Farm, LLC | Texas | 100 00% | 100.00% | Nal oudited |
| Crapsey Ridge Wind Farm, LLC | Texas | 100 00% | 100.00% | Nal audited |
| Crossing Trails Wind, Power Praject, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Dairy Hills Wind Form, LLC | exas | 100 00% | 100.00% | Nal audited |
| Diamand Power Partners, LLC | Texas | 100.00% | 100.00% | Nol audited |
| Ford Wind Form, WC | Texas | 100 00% | 100.00% | Not audited |
| Gulf Coast Windpower Monagement Company, LC | Texas | 100.00% | 100.00% | Not audited |
| Rising Tree Wind Form, LLC | California | 100 00% | 100.00% | Not audited |
| Horizon Wind Energy Northwest VII, LLC | Texas | 100.00% | 100.00% | Not audited |
| Horizon Wind Energy Northwest X, LLC | Texas | 100 00% | 100.00% | Not audiled |
| Horizon Wind Energy Northwest XI, LLC | Texos | 100.00% | 100.00% | Not audited |
| Harizon Wind Energy Panhandle I, LC | Texas Texas |
100.00% | 100.00% | Not audited |
| Horizon Wind Energy Southwest , LLC | Texas | 100.00% 100.00% |
100 00% 100 00% |
Nol audiled Nol audiled |
| Horizon Wind Energy Southwest II, LLC Horizon Wind Energy Southwest III, LLC |
Texas | 100 00% | 100 00% | Not audited |
| Harizan Wind Energy Southwest IV, LLC | Texas | 100.00% | 100.00% | Not audiled |
| Horizan Wind Energy Valley I, LLC | Texas | 100.00% | 100.00% | Not audited |
| Horizan Wind MREC lowa Partners, LLC | Texas | 100.00% | 100 00% | Nat audiled |
| Horizon Wind, Freeport Windpower I, LLC | Texos | 100.00% | 100 00% | Not audited |
| Juniper Wind Power Partners, LLC | Texas | 100.00% | 100.00% | Not oudited |
| Lexington Chenoa Wind Farm, LLC | Texos | 100.00% | 100 00% | Nat audited |
| Mochias Wind Farm, LLC | Texos | 100.00% | 100.00% | Nat audited |
| Meadow Lake Wind Farm II, LLC | Texos | 100.00% | 100 00% | KPMG |
| New Trail Wind Farm, LLC | Texas | 100.00% | 100.00% | Not audited |
| North Slope Wind Farm, LLC | Texas | 100.00% | 100.00% | Not audited |
| Number Nine Wind Farm, LLC | Texas | 100.00% | 100.00% | Not audited |
| Pacific Saufhwest Wind Farm, LLC | Texas | 100.00% | 100 00% | Nol oudited |
| Pioneer Prairie Wind Form II, LLC | Texas | 100.00% | 100 00% | Nol audited |
| Buttalo Bluff Wind Farm, LLC | Wyoming | 100.00% | 100.00% | Not audited |
| Soddleback Wind Power Praject, U.C. | Texas Texas |
100 00% 100.00% |
100 00% 100.00% |
Nol oudited Nol oudited |
| Sordinia Windpower, LLC Turtle Creek Wind Farm, LLC |
Texas | 100.00% | 100.00% | Nol audited |
| Western Trail Wind Project I, U.C. | Texas | 100 00% | 100.00% | Nal oudiled |
| Whistling Wind WI Energy Center, LLC | Texas | 100 00% | 100.00% | Nal oudiled |
| Simpson Ridge Wind Farm, LLC | Texas | 100.00% | 100.00% | Nal audited |
| Caos Curry Wind Pawer Praject, LLC | Texas | 100 00% | 100.00% | Nol audited |
| Horizan Wind Energy Midwest IX, LC | Texas | 100 00% | 100.00% | Nol oudited |
65
| Head | 1 | 1 | |||
|---|---|---|---|---|---|
| Subsidiaries Companies | Опсв | Contributed | Vollng rigits | Auditor | |
| Electricity business USA | |||||
| Horizon Wind Energy Northwest I, LLC | Texas | 100.00% | 100.009 | Not audited | |
| Pelerson Pawer Partners, LC | Texos | 100 00% | 100.00% | Not audited | |
| Pioneer Prairie Interconnection, LC | Texos | 100.00% | 100.00% | Not audited | |
| The Nook Wind Power Project, LLC | Texos | 100,00% | 100.00% | Not audiled | |
| Tug Hill Windpower, LLC | Texas | 100.00% | 100.00% | Not audiled | |
| Whiskey Ridge Power Partners, LLC | Texas | 100,00% | 100.00% | Not audited | |
| Wilson Creek Power Portners, LLC | Texos | 100.00% | 100.00% | Nol audiled | |
| WTP Manogement Company, LC | Texas | 100 00% | 100.00% | Not audiled | |
| Meadow Lake Wind Form, IV LLC | indjana | 100.00% | 100.00% | Nol audited | |
| Meadow Lake Windfarm III, LLC | Indiano | 100.00% | 100.00% | Not audited | |
| Lexington Chenoa Wind Farm II, LLC | Hingis | 100 00% | 100.00% | Not audited | |
| Lexington Chenoa Wind Form III, LLC | Illinois | 100 00% | 100.00% | Not audited | |
| East Klickitat Wind Power Project, LLC | Woshington | 100.00% | 100.00% | Not audiled | |
| Harizon Wind Energy Northwest IV, LC | Oregon | 100.00% | 100.00% | Not audiled | |
| Blue Canyan Wind Pawer VII, LLC | Oklahoma | 100.00% | 100.00% | Not audiled | |
| Horizon Wyoming Transmission, LC | Wyoming | 100.00% | 100 00% | Not audited | |
| AZ Solar, LLC | Arızano | 100 00% | 100 00% | Not audiled | |
| Black Praine Wind Farm , ЩС | IIInois | 100 00% | 100.00% | Nol audiled | |
| Black Proirie Wind Farm LLC | lingis | 100 00% | 100 00% | Not oudiled | |
| Paulding Wind Farm, LLC | Ohio | 100.00% | 100.00% | Nol audiled | |
| Poulding Wind Form II, LLC | Ohlo | 100 00% | 100.00% | Not audited | |
| Paulding Wind Farm III, LLC | Ohio | 100.00% | 100 00% | Nol audiled | |
| Simpson Ridge Wind Farm II, LLC | Wyoming | 100 00% | 100.00% | Not audited | |
| Simpsan Ridge Wind Farm III, LLC | Wyoming | 100.00% | 100.00% | Nol audiled | |
| Simpson Ridge Wind Farm IV, LLC | Wyoming | 100.00% | 100.00% | Nol audiled | |
| Simpson Ridge Wind Farm V, LLC | Wyoming | 100.00% | 100 00% | Not audiled | |
| Alhena-Weston Wind Power Project II, LLC | Oregon | 100.00% | 100 00% | Not audited | |
| Meodow Loke Wind Form V, LLC | ndiana | 100.00% | 100 00% | Not audiled | |
| Headwolers Wind Form, LLC | ndiano | 100 00% | 100.00% | Nol oudiled | |
| 17th Stor Wind Farm, LLC | Ohio | 100.00% | 100 00% | Not audiled | |
| Rio Blanco Wind Farm, LLC | Texas | 100,00% | 100.00% | Not audifed | |
| Hidalgo Wind Form, LLC | Texas | 100.00% | 100.00% | Not audiled | |
| Stone Wind Power, IIC | New York | 100.00% | 100.00% | Not audiled | |
| Fronklin Wind Farm, LLC | New York | 100 00% | 100.00% | Not audited | |
| Waverly Wind Farm, LLC | Kansas | 100.00% | 100.00% | Not audiled | |
| Lost Lakes Wind Farm, LLC | OWO | 100.00% | 100.00% | KPMG | |
| Quill Block Wind Farm, UC | Wisconsin | 100,00% | 100.00% | Nol qualted | |
| Stinson Mills Wind Form IIC | Colorado | 100.00% | 100.00% | Not audited |
The main financial indicators of the pintry controlled in the consolidation under the proportionate consolidation method as at 31 December 2010, are as fallows:
| Head | Shore Copital | Hon Current ASSETS |
Curren ASSETT |
Nos Current Current LiabHiller |
Liabilies | Tatal Equity |
Total Incomes |
Total COSTS |
Not Results |
ﺎﺕ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟﻤﺘﺤﺪﺓ ﺍﻟ | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Jaintly Controlled Companies | Office | / Currency | 31-06-10 | 1-Dec-10 31-Dec-10 31-Dec-10 31-Dec-10 31-Dac-10 31-Dac-10 Contributed Volfing Agrim | Auditor | |||||||||
| EUR DOO | Euro 000 Euro 000 Euro 000 Euro 000 Euro 000 Euro 000 Euro 000 | |||||||||||||
| Elactricity business | ||||||||||||||
| Hal Rock Wirdpower LLC | Now York | 522 819 1150 | 162 186 | 3.686 | 1146 | ਸੰਦੀ | 164.682 | 11 813 | 15 578 | -3 765 | 50.009 | 50,00% E&Y | ||
| Rial Rock Windpower II LLC | New York | 207 447 USD | 64 968 | 1 226 | 437 | ટે રે | 65 402 | 2 908 | -5.132 | 2 224 | 50,00% | 50,00% E&Y | ||
| Campañía Ealica Argoanesa, 5.A | Zaragoso | 8701 EUR | 49 736 | 8 604 | 36 168 | 6 993 | 25 180 | 16.308 | 10.103 | 6.705 | રેણે ઉત્તર | 50.001% Delome | ||
| Desorralos Energelicos Canamos 54 |
l ns Polmos | 15 | EUR | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 49 604 | 49.903. KPMG | ||
| Evolucion 2000, 5 L | Aborete | 118 FUR | 24 435 | 7 102 | 20 203 | 4 073 | 7 172 | 4 988 | -3.490 | 1 498 | 49 15% | 49.15% | KPMG | |
| Tebar Ealica, 5.A | Cuenca | 4 720 EUR | 16 135 | 5 398 | 14.6 1 | 00% Il | 5.022 | 4.044 | -3 433 | 611 | 50,00% | 50,00% | Abonie Audil a se secondor SI |
1
The Associated Companies included in the consolidation under the equity method as at 31 December 2010, are as follows:
| Hood | ಕ್ಕೆ | ಕ್ಕೆ | |||
|---|---|---|---|---|---|
| Associates | Office | Contributed | Voling rights | AUCHOR | |
| Aprofitament D'Energies Renovables de L'Ebre, S.A | Barcelona | 48 70% | 60 63% | Not audited | |
| Biomasas del Pirineo S.A. | Huesca | 30.00% | 30 00% | PMC | |
| Cultivos Energélicas de Castilla S.A. | Burgos | 30 በበ% | 30.00% | Not audited | |
| DE DE CANARIAS, S.A. | Gran Canaria | 44.75% | 44 75% | Not audiled | |
| Hidraastur S.A | Ovieda | 25.00% | 25.00% | KPMG | |
| Notumeo Energia, S.L. | Bilbau | 49 01% | 49.01% | Mazars | |
| Parque Eólico Belmanle, S.A. | Aslunas | 29 90% | 29 90% | KPMG | |
| Parque Eólico Sierra del Modera 5.A | Saria | 42 00% | 42.00% | Not audilad | |
| Sodecoon, S.L. | Sevilla | 50 00% | 50.00% | Ernst & Young | |
| Solar Siglo XXI, 5.A. | Ciudad Real | 2500% | 25.00% | KPMG | |
| ENEOP - Eolicas de Parlugal, 5.A. | Dodsi | 35 96% | 35.96% | Mazars |
The Subsidiary Companies consalidated under the full consolidated method, as at 31 December 2009, are as follows:
| Head | S | S | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Contributed | Voling rights | Auditor |
| Group's parent holding company: | ||||
| EDP Renovavels, S.A. | Ovieda | 100.00% | 100.00% | KPMG |
| Parent Company. | ||||
| EDP Renewables Europe, 5.L | Ovieda | 100 00% | 100.00% | KPMG |
| Bectrictly business Portugal | ||||
| Eneraltius- Produção de Energio Eléctrico, 5.A. | ljsboa | 100.00% | 100.00% | KPMG |
| EDP Renováveis Partugal, S A. | Lisbag | 100.00% | 100.00% | KAMG |
| Edica do Alogon, S.A. | Arcos Valdevez | 59 99% | 59 99% | KPMG |
| Eólica de Montenegrela, Loa | Vila Pouca de Aguiar | 50 10% | 50.10% | KPMG |
| Eólica da Serra das Alturos, S.A. | Baticos | 50 10% | 50 10% | KPMG |
| Malhodizes - Energia Eolico, S.A. | Porla | 100.00% | 100.00% | KPMG |
| Electrictly business Spain | ||||
| Acompo Arios, S.L. | Zaragoza | 98 19% | 98 19% | KPMG |
| Agrupación Eólica 5LU | Zaragozo | 100.00% | 100 00% | KPMG |
| Parque Eálica Plana de Artajona, SLU | Zaragozo | 100.00% | 100.00% | Not oudited |
| Compañía Eólica Campa de Barja, S.A. | Zaragozo | 75 63% | 75,83% | KPMG |
| Cía Eléctrica de Energias Renovables Alternalivas, SAL | Zoragoza | 100.00% | 100 00% | Delgifte |
| Ceprasiur AIE * | Oviedo | 56.76% | 56 76% | Not audited |
| Corparacián Empresarial de Renavables Allernotivos, SLU | Zaragaza | 100.00% | 100 00% | Not oudiled |
| Porc Eòlic de Call de Moro, 5.L | Barcelona | 60 00% | 100 00% | KPMG |
| D E. Almarchal, SAL * | Cádiz | 100.00% | 100 00% | KPMG |
| D.E. Buenovista, SAL * | Cádiz | 100.00% | 100.00% | KPMG |
| Desarrallos Calalones Del Viento, 5.L | Barcelona | 60.00% | 60 00% | KPMG |
| D E. de Corme, 5.A * | La Caroño | 100.00% | 100 00% | KPMG |
| D.E. Dumbrio, SAL * | 10 รัตนทิด | 100.00% | 100.00% | KPMG |
| Desarrallos Eólicos de Galicio, 5.A. * | La Coruño | 100.00% | 100.00% | KPMG |
| D E. de Lugo, SAL * | luga | 100 00% | 100.00% | KPMG |
| Desorrallos Eólicos Promoción S.A.U. * | Sevilla | 100 00% | 100 00% | KPMG |
| D E. Rabosero, S.A * | Huesco | 95.00% | 95.00% | KPMG |
| Desarrallos Edicos, S.A. * | Sevilla | 100.00% | 100.00% | KPMG |
| D.E. de Tarifa, SAL 4 | Cadiz | 100.00% | 100 00% | KPMG |
| Eálica Don Quijate, S.L. " | Albacele | 100.00% | 100.00% | KPMG |
| Eólica Dulcinea, S.L " | Albareto | 100.00% | 100.00% | KPMG |
| Edlico Alfaz S.l. " | Modrid | 84 98% | 84 98% | KPMG |
| Eólica Arlonzón, S.A. * | Madrıd | 77 50% | 77 50% | KPMG |
| Eólica Campollano, 5.A. * | Madrıd | 75.00% | 75.00% | KPMG |
| Eneroliva, 5.A * | Sevilla | 100 00% | 100 00% | Nat audited |
| Eolica Fonlesilvo, S.L * | Сагийа | 100.00% | 100.00% | KPMG |
| Hidroeléctrica Fuentermasa S.L. | Oviedo | 100 00% | 100 00% | Not audited |
| Porques de Generoción Eólica, S.L | Anraas | 20.00% | 60.00% | KPMG |
| Generacianes Especioles I, S.L. | Madrid | 100 00% | 80.00% | KPMG |
| Ceasa Promociones Edlicas, SLU | Zorogazo | 100.00% | 100.00% | KPMG |
| Subgrupo Veinco | Zorogaza | 100.00% | 100.00% | Nol audited |
| Eolica Guadalteba, S.L. | Sevillo | 100.00% | 100.00% | KPMG |
| Hidroeléctrica Gamaz 5.A * | Salomonca | 75.00% | 75.00% | Nol audited |
| lberia Aprovechamientos Eálicas, SAL | Zaragaza | 100 00% | 100000% | KPMG |
| Subsidiaries Companies | Hood Office |
8 Contributed |
8 Voling rigitis |
Auditor |
|---|---|---|---|---|
| Electrictly business Spain | ||||
| Investigación y Desarrollo de Energías Renovables, S. L | león | રેત્વે રેત્વે સ | ਦੇਖੋ ਦੇਖੇ ਦੇਖੇ ਦੇ ਮੈਡ ਦੇ ਮੈਡ ਦੇ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿੱਚ ਇੱਕ ਵਿ | KPMG |
| Industrias Medioambientales Río Carrión, S.A * | Madrid | 90.00% | 90.00% | Not audited |
| Eolíca La Jondo, S.L. * | Madrid | 100.00% | 100.00% | KPMG |
| Eolica La Novica, S.L. | Modrid | 100.00% | 100.00% | KPMG |
| Parque Eálico Los Cantales, SLU | Zoragoza | 100.00% | 100.00% | KPMG |
| Parc Eolic Molinars, S.L. | Girono | 54.00% | 90 00% | Not audited |
| Molino de Caragueyes, S.L. | Zoragoza | 80.00% | 80.00% | KPMG |
| Parque Eálica Monies de Castejón, S L | Zoragoza | 100.00% | 100.00% | Nol audited |
| Muxio I e II * | Coruño | 100 00% | 100.00% | Not audiled |
| NEO Energia Aragán S L | Madrid | 100.00% | 100.00% | KPMG |
| NEO Calalunyo, S.L. | Barcelona | 100.00% | 100 00% | KPMG |
| Neomai Inversiones SICAV, S.A. Parque Eólico Santa Ouiterio, S L * |
Madrid | 100.00% | 100.00% | PAC KPMG |
| Porque Edlico Belchite, S.L " | Huesca Zorogozo |
58.33% 100 00% |
58.33% 100 00% |
KPMG |
| Porques Eólicos del Cantóbrica, S.A. * | Oveda | 100.00% | 100 00% | KPMG |
| Parque Edlico Lo Salonero, S L * | Zaragozo | 84 84% | 64.84% | KPMG |
| Ealica de Radona S.L. * | Madrid | 100.00% | 100 00% | KPMG |
| Rosocal Cogeneración S.A * | Madrıd | లు అంతర్జా | 60.00% | Nol audited |
| Siesa Renovables Canonas, S.L * | Gran Canano | 100.00% | 100.00% | Nol audited |
| Renovables Castillo Lo Moncha S A * | Albocete | 90.00% | 90.00% | KPMG |
| Hidroeléctrico del Rumblor S.L. * | Modrid | 80.00% | 80.00% | Nal oudited |
| Ealica Sierro Avila, S.L. * | Madrid | 89 99% | 89.99% | KPMG |
| Sinae Inversiones Eólicos S.A. * | Madrid | 100.00% | 100 00% | KPMG |
| Satromal, S.A. * | Soria | 90.00% | 90.00% | Not oudlied |
| Porc Eòlic de Torre Modrina, S.L. | Borcelono | 60.00% | 100 00% | KPMG |
| Tratamientos Medioombientales del Norte, S.A. | Madrid | 80.00% | 80.00% | Nol oudited |
| Santo Quiteria Energia, S.L.U | Zaragoza | 80 00% | 100 00% | Nol oudlied |
| Bon Venl de Corbera, S.U. | Barcelana | 100.00% | 100.00% | KPMG |
| Bon Vent de Vilolba, S.L. | Barcelona | 100.00% | 100.00% | KPMG |
| Porc Eòlic de Vilalba dels Arcs, S L | Barcelano | 60 00% | 100 00% | KPMG |
| Aprofitornent D'Energies Renovables de la Terra Alla, S.A | Barcelona | 48.70% | 60.63% | KPMG |
| Agrupocián Eólica Froncio, S.L. | Madrid | 100.00% | 100 00% | KPMG |
| Parc Eolic Coll de la Gargoma, S.L. | Barcelona | 100.00% | 100 00% | KPMG KPMG |
| Eblica Curiscao Pumar, S.A. Desorrollos Edicas de Teruel, S.L. |
Madrid Zarogoza |
100.00% \$1.00% |
100 00% \$1.00% |
Nol oudited |
| Eólica Garcimuñoz, S.L. | Madrid | 100.00% | 100.00% | Not oudited |
| Energias Eólicos Lo Manchuelo, S.L.U. * | Madrid | 100.00% | 100 00% | KPMG |
| Sierra de la Peña, S.A | Madrid | 84 90% | 84 90% | KPMG |
| Bon Veni de L'Ebre, S.U. | Barcelona | 100.00% | 100 00% | KPMG |
| Parc Eolic Serra Voltonero, S L | Barcelona | 100.00% | 100.00% | KPMG |
| Electrictly business france | ||||
| Porc Eolien D'Ardennes, SARL | Abeuf | 100.00% | 100.00% | Nal oudited |
| Porc Ealien du Clos Botaille, SAS | Elbeut | 100.00% | 100 00% | Nol oudited |
| Eolienne des Bocages, SARL | Elbeut | 100.00% | 100 00% | Nol oudited |
| Eolienne de Callengeville, SAS | Elbeut | 100.00% | 100.00% | Nol oudited |
| CE Canel-Pont de Salors, SAS | Poris | 100.00% | 100.00% | KPMG |
| Porc Eolien des Longs Champs, SARL | albeut | 100.00% | 100 00% | Nol oudited |
| Eolienne D'Etolondes, SARL | Elbeut | 100.00% | 100.00% | Nol oudiled |
| CE Guellos Noyal-Pontivy, SAS | Poris | 100.00% | 100.00% | KPMG |
| Porc Ealien de La Hetroye, SAS | Elbeut | 100.00% | 100.00% | Nol oudited |
| SOCPE Le Mee, SARL | Toulouse | 49 00% | 49.00% | KPMG |
| Porc Ealien de Mancheville, SARI | albeul | 100.00% | 100.00% | Nol oudited |
| EDP Renewables Fronce, SAS | Poris | 100.00% | 100 00% | KPMG |
| C.E. Palay, SAS | Poris | 100.00% | 100 00% | KPMG |
| Parc Ealien des Bocages, SARL | Elbeul | 100.00% | 100 00% | Nol oudiled |
| SOCPE Petite Piece, SARL | Taulouse | 49.00% | 49 00% | KPMG |
| Plouvien Breiz, SAS | Corhoix | 100.00% | 100.00% | Jeon-Yves Morisset |
| Porc Eollen de Roman, SARL | Elbeul | 100.00% | 100 00% | Not audited |
| C.E Saint Bornabe, SAS Eolienne de Saugueuse, SARL |
Paris Elbeul |
100.00% 100 00% |
100.00% | KPMG Not oudited |
| SOCPE Sauvageons SARL | Toulause | 49.00% | 100 00% 49 00% |
KPMG |
| C.E. Segur, SAS | Poris | 100 00% | 100 00% | KPMG |
| Centrale Eolienne Nea Truc 17 Homme, SAS | Paris | 100 00% | 100.00% | KPMG |
| Parc Ealien de Vonmpre, SAS | Elbeuf | 100 00% | 100.00% | Not oudited |
| Parc Eolien des Vahnes, SAS | Elbeuf | 100 00% | 100.00% | Not audiled |
| Mordelle, SARL | Toulouse | 100.00% | 100.00% | Nol audiled |
| Quinze Mines, SARI | Toulouse | 49 00% | 49 00% | Nol audiled |
| Vollee du Moulin, SARI | Toulouse | 100.00% | 100.00% | Nol audiled |
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| Subsidiates Companies | Head Office |
ಕ್ಕೆ Contributed |
8 Voling righs |
Auditor |
|---|---|---|---|---|
| Electricity business Poland | ||||
| Elektrownia Wiatrowa Kresy I SP ZOO | Warsaw | 100.00% | 100 00% | Not oudited |
| EDP Renewables Polska SP ZOO | Warsaw | 100.00% | 100 00% | KPMG |
| Relax Wind Park I SP ZOO | Warsaw | 96 43% | 96.43% | KPMG |
| Relax Wind Park II SP ZOO | Warsaw | 51 00% | 51 00% | Not audited |
| Relax Wind Park III SP ZOO | Worsaw | 100 00% | 100000% | Not audited |
| Relax Wind Park N SP ZOO | Warsaw | 51.00% | 51.00% | Nol audited |
| Electricity business Beiglum | ||||
| Greenwind S.A. | Louvain-la-Neuve | 70.00% | 70 00% | Nol oudited |
| Electrictly business Brazil | ||||
| EDP Renovávels Brasil, S.A. | São Paula | 55.00% | રેરે 00% | KPMG |
| Central Nacional de Energia Eólica, 5.A (Cenaeel) | São Paula | 55.00% | 100.00% | KPMG |
| Elebras Projectos, Ltda | São Paulo | 55.00% | 100.00% | Not audited |
| Electricity business Romania | ||||
| Cernavodo Power SRL | Bucharest | 85.00% | 85.00% | KPMG |
| EDP Renewables Romania, S R L | Bucharest | 85 00% | કરે ૦૦% | KPMG |
| Electricity business - Holland: | ||||
| Tarcon. B.V | Amsterdam | 100 00% | 100.00% | Not oudiled |
| Electrictly business - Great Britain: | ||||
| EDPR UK Limited Moray Offshare Renewables Limited |
Cordiff Cordiff |
100 00% 75.00% |
100.00% 75 00% |
Nol audited Nol audited |
| Parent Company. | ||||
| Horizon Wind Energy, LLC | Texas | 100 00% | 100.00% | KPMG |
| Electrictly business USA | ||||
| Wind Turbine Prometheus, LP | Colifornia | 100 00% | 100.00% | KPMG |
| Dickinson County Wind Farm, LLC | Minnesola | 100 00% | 100.00% | KPMG |
| Dorlinglon Wind Farm, LLC | Minnesoto | 700 00% | 100.00% | KPMG |
| Cloud County Wind Farm, LLC | Kansas | 100 00% | 100.00% | KPMG |
| Whitestone Wind Purchasing LLC | Texas | 100.00% | 100.00% | KPMG |
| Blue Canyon Windpower II, LLC | Oklahoma | 100.00% | 100.00% | KPMG |
| Blue Canyon Windpower V, LLC | Oldahama Texas |
100 00% 100.00% |
100.00% 100.00% |
KPMG KPMG |
| Horizon Wind Energy International, LLC Pioneer Prairie Wind Form I, LLC |
OWO | 100.00% | 100.00% | KPMG |
| Sagebrush Power Portners, LLC | Woshington | 100.00% | 100.00% | KPMG |
| Telocosel Wind Power Partners, LLC | Oregon | 100.00% | 100.00% | KPMG |
| High Trail Wind Farm, LLC | Illionois | 100.00% | 100.00% | KPMG |
| Marble River, LLC | New York | 100.00% | 100.00% | KPMG |
| Roil Splitter, LLC | Illionois | 100.00% | 100.00% | KPMG |
| Blockstone Wind Form, LLC | lijonois | 100.00% | 100.00% | KPMG |
| Aroaslook Wind Energy LLC Jericha Rise Wind Form, LLC |
Maine New York |
100.00% 100.00% |
100 00% 100.00% |
KPMG KPMG |
| Madisan Windpower, II.C | New York | 100.00% | 100 00% | KPMG |
| Mesquite Wind, LLC | Texas | 100.00% | 100.00% | KPMG |
| Martinsdale Wind Farm, LLC | Colorada | 100.00% | 100.00% | KPMG |
| Post Ook Wind, LIC | Texas | 100.00% | 100.00% | KPMG |
| BC Maple Ridge Wind, LLC | Texas | 100.00% | 100 00% | KPMG |
| High Proirie Wind Farm II, LLC | Minnesoto | 100.00% | 100 00% | KPMG |
| Arlington Wind Power Project, LLC | Oregon | 100.00% | 100.00% | KPMG |
| Signal Hill Wind Power Project, LLC | Colorado Colorado |
100.00% 100.00% |
100 00% 100 00% |
KPMG KPMG |
| Tumbleweed Wind Power Project, LLC Old Trail Wind Form, LLC |
Ilhonois | 100.00% | 100 00% | KPMG |
| Viento Grande Wind Power Project LLC | Colorado | 100.00% | 100 00% | KPMG |
| OPO Property LLC | Illionois | 100.00% | 100.00% | KPMG |
| Meodow Loke Wind Form, LLC | Indiana | 100.00% | 100.00% | KPMG |
| Wheatfield Wind Power Project, LLC | Oregon | 100.00% | 100 00% | KPMG |
| 2007 Vento I, LLC | Texos | 100.00% | 100.00% | KANG |
| 2007 Vento II, U.C. | Texas | 100.00% | 100 00% | KPMG |
| 2008 Vento III, LLC 2009 Venlo V. LLC |
Texas Texas |
100.00% 100.00% |
100.00% 100.00% |
KPMG KPMG |
| Subsidiates Companies | Head Office |
કર Contributed |
ಳಿ Voling rights |
Auditor |
|---|---|---|---|---|
| Electrictly business USA | ||||
| 2009 Venta V, LLC | Texas | 100 00% | 100.00% | KPMG |
| 2009 Vento VI, U.C. | SOXOS | 100.00% | 100.00% | KPMG |
| Horizon Wind Ventures I, U.C. | Texas | 100.00% | 100.00% | KPMG |
| Horizon Wind Ventures II, LLC | Texas | 100 00% | 100.00% | KPMG |
| Horizon Wind Ventures III, U.C. | Texos | 100,00% | 100,00% | KPMG |
| Horizon Wind Ventures M, ILC | Texas | 100 00% | 100.00% | KPMG |
| Horizon Wind Ventures IB, U.C. | Texos | 100.00% | 100.00% | KPMG |
| Horizon Wind Ventures IC, LCC | Texas | 100 00% | 100.00% | KPMG |
| Clinton County Wind Form, LLC | New York | 100.00% | 100.00% | KPMG |
| BC2 Maple Ridge Holdings LLC | Texos | 100.00% | 100.00% | Nol oudited |
| Cloud West Wind Project, LLC | Texas | 100.00% | 100.00% | Nol oudited |
| Five-Spot, LLC | Texas | 100.00% | 100.00% | Nol audiled |
| Horizon Wind Chocolate Bayou I, LLC | Texas | 100.00% | 100.00% | Nol oudited |
| Alaborna Ledge Wind Form, LLC | Texas | 100 00% | 100.00% | Not oudiled |
| Antelope Ridge Wind Power Project, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Arkwright Summit Wind Farm LLC | Texas | 100.00% | 100.00% | Not audited |
| Ashford Wind Form, U.C. | Texas | 100 00% | 100.00% | Not oudiled |
| Atheno-Weston Wind Power Praject, LLC | Texas | 100.00% | 100.00% | Not oudiled |
| Block Praine Wind Farm, U.C. | Texas | 100.00% | 100.00% | KPMG |
| Blockstone Wind Form II, LLC | Texas | 100 00% | 100.00% | KPMG |
| Blackstone Wind Form III, U.C. | Texas | 100.00% | 100.00% | Not audited |
| Blackstone Wind Form N, LLC | Texas | 100.00% | 100.00% | Not audiled |
| Blackstone Wind Form V, LLC | Texas | 100.00% | 100 00% | Not oudiled |
| Blue Canyon Windpower III, LLC | Texas | 100 00% | 100.00% | Not oudiled |
| Blue Canyon Windpower IV, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Blue Canyon Windpower VI, LLC | Texas | 100 00% | 100.00% | Not oudiled |
| Broodlands Wind Farm II, LLC | Texas | 100.00% | 100.00% | Not oudiled |
| Broodlonds Wind Form III, U.C. | Texas | 100.00% | 100 00% | Not oudiled |
| Braodlands Wind Form, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Choteaugay River Wind Form, LLC | Texas | 100 00% | 100.00% | Not oudiled |
| Cropsey Ridge Wind Farm, LLC | Texas | 100.00% | 100 00% | Nat oudiled |
| Crossing Trails Wind, Power Project, LLC | Texas | 100 00% | 100.00% | Not oudiled |
| Dairy Hills Wind Farm, U.C. | Texas | 100.00% | 100.00% | Nat audiled |
| Diamond Power Portners, LLC | Texas | 100 00% | 100.00% | Not oudiled |
| Ford Wind Farm, LLC | Texas | 100.00% | 100.00% | Not oudiled |
| Freeport Windpower I, LP | Texas | 100 00% | 100 00% | Not oudiled |
| Gulf Caasl Windpower Monagement Company, LC | Texas | 100.00% | 100.00% | Not oudiled |
| Homesteod Wind Form, LLC | SDXBS | 100 00% | 100 00% | Not oudiled |
| Honzon Wind Energy Northwest VII, LLC | Texas | 100 00% | 100 00% | Not oudified |
| Honzan Wind Energy Northwest X, LLC | Texos | 100.00% | 100.00% | Not oudiled |
| Horizon Wind Energy Northwest XI, LLC | Texas | 100.00% | 100 00% | Not oudiled |
| Honzon Wind Energy Ponhandle I, U.C. | Texas | 100.00% | 100.00% | Not audiled |
| Honzon Wind Energy Southwest I, LLC | Texas | 100.00% | 100.00% | Not oudiled |
| Horizon Wind Energy Southwest II, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Honzon Wind Energy Sauthwest III, LLC | Texos | 100 00% | 100.00% | Not oudiled |
| Honzon Wind Energy Southwest IV, LLC | Texos | 100.00% | 100.00% | Not oudiled |
| Horizon Wind Energy Valley I, LLC | Texas | 100.00% | 100.00% | Not oudiled |
| Horizon Wind MREC lowa Partners, LLC | Texos | 100.00% | 100.00% | Not oudited |
| Honzon Wind, Freeport Windpawer I, LC Juniper Wind Pawer Portners, LLC |
Texas Texas |
100 00% 100 00% |
100.00% 100.00% |
Nol audiled Not oudiled |
| Lexington Chenoo Wind Farm, U.C. | Texas | 100 00% | 100.00% | Nol audiled |
| Machias Wind Farm, WC | Texas | 100.00% | 100.00% | Nol oudiled |
| Meadow Lake Wind Form II, LLC | Texas | 100 00% | 100.00% | KPMG |
| New Trail Wind Form, LLC | Texas | 100 00% | 100.00% | Not oudited |
| North Slape Wind Farm, LLC | Texas | 100.00% | 100.00% | Not audited |
| Number Nine Wind Farm, LLC | Texas | 100.00% | 100.00% | Not audited |
| Pacific Southwest Wind Farm, LLC | Texas | 100 00% | 100.00% | Not oudited |
| Proneer Prairie Wind Farm II, LLC | Texas | 100.00% | 100.00% | Not audited |
| Buffalo Bluff Wind Farm, LLC | Wyoming | 100.00% | 100.00% | Not audited |
| Saddleback Wind Power Project, LLC | Texas | 100 00% | 100.00% | KPMG |
| Sardinia Windpower, LLC | Texos | 100.00% | 100 00% | Not audited |
| Turile Creek Wind Farm, U.C. | Texas | 100.00% | 100.00% | Not audited |
| Western Troil Wind Project I, LLC | Texas | 100.00% | 100.00% | Nol oudited |
| Whistling Wind WI Energy Center, U.C. | lexas | 100.00% | 100 00% | Nol oudited |
| Simpson Ridge Wind Form, LLC | lexas | 100.00% | 100 00% | Not oudited |
| Coos Curry Wind Power Project, LLC | Texas | 100.00% | 100 00% | Nol audiled |
| Horizon Wind Energy Midwest (X, LLC | Texas | 100.00% | 100 00% | Nol oudited |
| Horizon Wind Energy Northwest I, LLC | SUMBER | 100.00% | 100.00% | Nol audited |
| Peterson Power Partners, LLC | Texas | 100.00% | 100 00% | Nol oudited |
| Pioneer Prairie Interconnection, LLC | Texas | 100.00% | 100 00% | Nol oudiled |
70
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| Head | 8 | ಕ್ಕೆ | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Contributed | Voling rights | Auditor |
| Electrictly business USA | ||||
| The Nack Wind Power Project, LLC | Texas | 100.00% | 100 00% | Not audiled |
| Tug Hill Windpower, LC | lexas | 100.00% | 100 00% | Not oudited |
| Whiskey Ridge Pawer Partmers, LLC | Texas | 100.00% | 100.00% | Nat oudited |
| Wilson Creek Power Partners, LLC | Texas | 100 00% | 100.00% | Nat audited |
| WTP Management Campany, LLC | SDXBI | 100.00% | 100 00% | Nol oudited |
| Meadow Lake Wind Form, IV LLC | Indiana | 100 00% | 100.00% | KPMG |
| Meadow Loke Windform III. LLC | Indiano | 100.00% | 100.009 | KPMG |
| Lexinglon Chenaa Wind Farm II, LLC | Ilinois | 100.00% | 100.00% | KPMG |
| Lexinglan Chenao Wind Farm III, LLC | sipull | 100 00% | 100.00% | KPMG |
| East Klicknat Wind Power Praject, LLC | Washinglon | 100.00% | 100.00% | KPMG |
| Horizan Wind Energy Northwest IV, LC | Oregon | 100.00% | 100.00% | KPMG |
| Blue Canyon Wind Power VII, LLC | Oklahoma | 100.00% | 100.00% | KPMG |
| Harizon Wyoming Transmission, LC | Wyoming | 100.00% | 100.00% | KPMG |
| AZ Solar, LLC | Arizona | 100.00% | 100.00% | KPMG |
| Black Proirie Wind Farm II, LLC | llinois | 100.00% | 100 00% | KPMG |
| Black Proine Wind Farm III, LLC | llinois | 100.00% | 100.00% | KPMG |
| Poulding Wind Farm, ILC | Ohio | 100.00% | 100 00% | KPMG |
| Poulding Wind Form II, LLC | Ohio | 100.00% | 100 00% | KPMG |
| Poulding Wind Farm :II, LLC | Ohio | 100.00% | 100.00% | KPMG |
| Simpson Ridge Wind Farm I, LLC | byoming | 100.00% | 100.00% | KPMG |
| Simpson Ridge Wind Form III, LLC | Wyoming | 100 00% | 100 00% | KPMG |
| Simpson Ridge Wind Form IV, LLC | Wyoming | 100.00% | 100 00% | KPMG |
| Simpson Ridge Wind Form V, LLC | Wyoming | 100.00% | 100 00% | KPMG |
| Atheno-Weston Wind Power Project II, LLC | Oregon | 100.00% | 100.00% | KPMG |
| Meadow Loke Wind Farm V, LC | Dogona | 100 00% | 100.00% | KPMG |
| Lost Lokes Wind Farm, WC | DAYO | 100 00% | 100.00% | KPMG |
| Quilt Block Wind Form, LLC | Wisconsin | 100 00% | 100.00% | Not oudited |
| Stinson Mills Wind Form, LLC | Calorodo | 100 00% | 100.00% | Not oudited |
The main financial indicolors of the joinly controlled in the consolidation under the proportionate consolvation method as at 31 December 2009, are as follows:
| Head | Share Capilal | Kan Currant ASSESS |
AREA IS | Current Non Current Current Liobellias Llabellias |
Tatal EQUITY |
Total Incomes |
Fotal Costs |
મદા CASURE |
||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| olnity Controlled Companias | Of Ch | / Currancy | 31-Dec-OP 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 31-Dec-09 Contribured Vallag Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha Kotha K | And for | ||||||||||
| Furd 000 | Euro'O-DO | Euro'000 Euro'000 Euro'000 Euro'000 Euro'000 Euro'000 | ||||||||||||
| Electricity business | ||||||||||||||
| Flat Rock Windower LLC. | New York | 525 480 USD | ાર જિલ્લાન | 3.694 | 1049 | ર્સ્ | 16. 542 | 11 353 | -13.386 | -2 033 | 50.00% | 50 00% EBY | ||
| Flor Rock Windpower II LC | New York | 207 447 | USD | 63.394 | 849 | 387 | 43 | 63 874 | 2 743 | 4387 | - 644 | 50.00% | 50.00% EBY | |
| Compania Epilica Aragonesia S.A. | 10800000 | 6.70 | EUR | 50 482 | 880 6 | 31 094 | 7787 | 50 497 | 14 804 | -10 340 | વ વર્ષદર્ | 50,000 | 50,00% Delome | |
| Desarrollos Energelicos Canarios SA |
las Pamos | 15 | FUR | 0 | 0 | 0 | 0 | 0 | 6 | 0 | 0 | 49.90% | 49 90% KPMG | |
| Evolumion 2000 5.1. | Aborele | 18 815 | 25 840 | ર્ટ રિક્વે | 21 921 | 1895 | 5716 | 5.27. | -3 765 | 1500 | 49.15% | 49.15% KPMG | ||
| Mungasol-1 Salar Térmaca S.L. | గ్రామం గ్రామం | 3 | HUR | 85 | 16 | 41 | 58 | 0 | 0 | ਹੈ | રેટ વિભ્તર | 50.00% Not auctified | ||
| Tebor Follog, S.A. | Cuanco | 4.720 EUR | 17 796 | 4,997 | 16.582 | 1.744 | 4 961 | 4044 | -3449 | RDG | 50 00% | 50,000 | Abonie Audi Alaman Cl |
The Associated Companies included in the consolidation under the equity method as at 31 December 2009, are as fallows
| Head | ಕ್ಕೆ | ಕ್ಕೆ | ||
|---|---|---|---|---|
| Associates | Office | Contributed | Voling rights | Auditor |
| Aprofitament D'Energies Renovables de L'Ebre, S.A. | Barcelana | 48.70% | 80,63% | Not oudited |
| Biomosos del Pirineo S.A | Huesco | 30 00% | 30.00% | PWC |
| Cultros Energéticos de Castillo S.A | Burgos | 3000% | 30.00% | Not oudited |
| O.E. DE CANARIAS, S.A. | Gran Congrig | 44 75% | 44 75% | Not audited |
| Hidroastur 5.A | Chredo | 25 00% | 75.00% | KPMG |
| Natumeo Energia, S.L. | Bilbau | 49 01% | 49 01% | Mazars |
| Parque Edico Belmante, S.A. | Ashurios | 29 90% | 29 90% | KPMG |
| Parque Eálica Sierra del Modero S.A. | Sario | 42 00% | 47.00% | Not nudiled |
| Parque Eólico Altos del Volloya, S.A | Modrid | 42 00% | 42.00% | KPMG |
| Sodecoan, S.L | Sevillo | 50 00% | 50,00% | Erns! & Young |
| Solar Siglo XXI, 5.A | Ciudod Real | 25.00% | 25.00% | KPMG |
| ENEOP - Ealicas de Portugol, 5.A. | 00051 | 19 60% | 19 60% | Mazors |
* These compones hove been considering that EDP Renovives, ihrugh is subsidiory EDPR EL, hold 100% of Geneso shore coped, loking in consideration
the pul phon over Cop Modrid
ANNEX II
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C
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0
72
andling Segment information for the year ended 31 December 2010 0
Mhausand Eurosi
| WIND ENERGY OFFERATIONS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ELROPE | Other and Adlustments |
EDP Renovävels Group |
|||||||
| Partugal | Spain | Rest of Europe |
Others | Adjustments | Tatal | U. S.A. | |||
| Prevenue | 140,452 | 337,444 | 75,447 | 19.970 | -8,080 | સ્વર ૧૦ર | 276,494 | 3,559 | BAS 050 |
| Edernal customers | 140 482 | 330 672 | 75,260 | 12.175 | 258 286 | 276,494 | 3.359 | 838,442 | |
| Other operating segments | 6,772 | 137 | 7735 | -8.080 | 6,674 | 6.6.4 | |||
| Cost of consumed electrically | -245 | ·RS3 | -478 | - | 115 | -1.262 | -1,525 | -130 | -2,917 |
| Changes in inventaries and cost of raw moterials and | |||||||||
| consumples used | 14 | -2 280 | 3,489 | -173 | રુજી | -1 709 | 212 | -1,497 | |
| 140,251 | 331,202 | 78,458 | 19,736 | -7,415 | 562,232 | 274,969 | 3,441 | 840,642 | |
| Other operating income / lexpenses | -991 | 12 | 180,030 | ||||||
| Other operating Income | 1,657 | 7,165 | 16,376 | 2,655 | 20,094 | 26,882 | 153,027 | -15,776 | -196,211 |
| Supplies and services Personnel costs |
-18.234 | -PD PBR | -17,851 | -10.732 | -87 409 | -93.026 | 54,846 | ||
| Other operating expenses | -2,702 -5.296 |
-5,568 -6 880 |
-3,120 -2492 |
-8.736 -2.213 |
-23 | -20,126 -19 013 |
-24,333 22,300 |
-10,387 -14.650 |
56,866 |
| -24,575 | -RB del | -7.087 | -19,026 | 19,080 | -100,566 | -3.365 | 40.692 | -127,893 | |
| 1.5.676 | 262,244 | 71,371 | 719 | 11,665 | 461 666 | 288,334 | -37,251 | 712,749 | |
| Provisions | 147 | 155 | 155 | ||||||
| Depredation and omorksation expense | -34.964 | -138.27 | -30 708 | -5,242 | -209,185 | -222,265 | -2.955 | -434,403 | |
| Amartisation of deferred income / Government grants | -100 | 214 | 222 | 1.536 | റ്റ് ആറ്റുക | 11,406 | |||
| 81,820 | 124,334 | 40,885 | -4,532 | 11.665 | 254,172 | 75,940 | -40.205 | 289,907 | |
| Gains / Josses) from the sale of linencial assets | |||||||||
| Oner linandai incame | 290 | ୧୫୫ | 17,144 | 46 B65 | -46 B65 | 18,122 | 6,131 | 10,121 | 34,374 |
| Interest income | 3,160 | 1,949 | 4 ��� | 170,012 | -167,321 | 8,268 | 308 | 1,355 | 9,931 |
| Omer linanca expenses | -306 | -1.680 | -21.546 | -19 960 | 14.969 | -28,523 | -73,355 | -8.082 | 110,060 |
| Interest expense | -32,711 | -98,159 | -30.190 | .233,849 | 167 474 | -227,435 | 3,400 | 115,644 | 108,391 |
| Share of profit of associates | 2,126 | 2,908 | 5.036 | 5.034 | |||||
| Pratil before tax | 54,381 | 30,040 | 6.761 | -41 464 | -20,078 | 29,640 | 12.424 | 78,733 | 120 797 |
| Income lax expense | 15, 116 | -8,306 | 429 | 10,210 | -12.785 | 24,974 | -37 759 | ||
| Profit floss for the period | 34,263 | 21,724 | 7,190 | -37,254 | -20,078 | 16,855 | 12,424 | 53,759 | 83,038 |
| Althuinitie to. | |||||||||
| Equity holoers of EDP Renovavas | 37 766 | 14,015 | 7,092 | 25,875 | -20.078 | 12,920 | 12.424 | ನ್ನಡ ಕಾರ್ವಹ | 80,203 |
| Minonly interest | 1497 | 7.719 | ବିସ | -5,379 | 3.935 | -1,100 | 2,835 | ||
| Profit floss for the period | 39,263 | ય ત્યારેન | 7,190 | -31,254 | -20,078 | 16,855 | 12,424 | 53,769 | 83,039 |
| Associa | |||||||||
| Property plant ond equipment | 544,126 | 3,105,798 | 1,300,198 | 50,159 | 5,000,260 | 4 814 548 | 166,943 | 9,981,771 | |
| Intengible assels and Goodwill | 43,167 | 106,656 | 93,194 | 72 | 500 886 | 751,975 | 600,317 | 14,44 | 1,366,733 |
| Investments in associates | 15.015 | 12 | 28,127 | 44.054 | 1,817 | 45,871 | |||
| Current assels | 161,590 | 410,772 | 148.131 | 1,223,267 | -1 84,134 | 759,626 | 199,503 | 301,436 | 1,260,565 |
| Equity and Liabilities | |||||||||
| Equily and Minority Interest | 74,258 | 660,197 | 253,527 | 48,850 | -794 532 | 442,303 | 3,146,741 | 1,604,467 | 5 393,511 |
| Current Laoilings | 151,655 | 930,649 | 409,258 | 393,605 | -813,227 | 1 071 940 | 428,332 | -208,097 | 1,292,175 |
| Other Information | |||||||||
| Increase of the period | |||||||||
| Property, plant and equipment | 7.859 | 128 435 | 467018 | 4.370 | 607 682 | 783,436 | 79,510 | 1470 637 | |
| Intangible assers and Goodwall | 124 | 60.106 | 60.230 | 2.165 | 314 | 62,729 |
t
(Thousand Euros)
| WIND ENERGY OF SPATIONS | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| EUROPE | |||||||||
| Portugal | Spain | Ress of Europe |
Off and s | Actualiana | Total | U. 5. A | Oher and Adjustments |
EDP Renovdwals Group |
|
| Revenue | 123,334 | 260,534 | 38,355 | છે હતું કે તે ર | 12,567 | 41,437 | 204,649 | 2,158 | 648,242 |
| External customers | 121,336 | 258,590 | રેકે રહેરા | 207 | 19,270 | 439,839 | 200,649 | 2,286 | 646,773 |
| Other operating segments income from sale of interests in institutional partnerships · EDPR NA |
1,944 | 6,358 | -6,703 | . Sad | -130 | 469 | |||
| Cost of consumed electricity | -236 | -10 | -246 | -1.198 | -78 | -1,522 | |||
| Changes in inventanes and cas of raw materials and cansumables used |
19 | -6.493 | 745 | -18 | 943 | -4,804 | 9 | -4,713 | |
| 123,119 | 254,031 | 30,100 | 6,627 | 13,510 | 436,387 | 203,451 | 2,169 | 642,007 | |
| Other operating Income / lemberses! | |||||||||
| Other aperating income | 2,632 | ર 38 ટ | 756 | 1,026 | -946 | 9,853 | 115,318 | હ્વ | 125,231 |
| Supplies and services | -17,633 | -41295 | 7.573 | -8 દિવ્હર | 6,648 | -68.699 | -65,418 | -14.187 | 148,304 |
| Personnel costs | -1,264 | -7,050 | -1,550 | -3 688 | -13,852 | -20,987 | -7,708 | -42,547 | |
| Other operaling expenses | -5,204 | 6,334 | -3.761 | -80 | 61 | -15,322 | -17,926 | -590 | 11,838 |
| -21,460 | -48,294 | -12,128 | -11 892 | 5,769 | ·88.020 | 10,967 | 22,425 | .99.458 | |
| 101,650 | 205,737 | 26,972 | -5,265 | 19.273 | 346,367 | 214,408 | -50 256 | 542 549 | |
| Provisions | 170 | 12 | 132 | 183 | |||||
| Decredition and ornortisation expense | -31,151 | · · 06,745 | 508 bl. | -1,387 | 154,092 | -158,982 | - 276 | -114.350 | |
| Amorisation of defense income / Government granis | રે રેજિ | । ਨੇ ਕ | BIJ | · 289 | 2 400 | ||||
| 71,327 | 99 158 | 2,163 | -6,65 | 19,273 | 195,270 | 57,045 | -21 530 | 230,785 | |
| Gams / (losses) from the sale of financial assets | 268 | 268 | 268 | ||||||
| Other financial income | -44 | 10,370 | 10,256 | -10,200 | 19,382 | 6.218 | 2,144 | 18,744 | |
| Interest income | 2,846 | 4,923 | 54 | 130,161 | 130,145 | 7,839 | 692 | 8 442 | 16,973 |
| Other (inancial expenses | -32 | . 5,631 | -4,524 | -273 | -8,655 | -19,115 | રક રહ્યા | 302 | -79,097 |
| -25.711 | -୧୫'351 | -17,370 | -165,737 | 130 180 | -165,989 | 2,477 | 135 456 | -29,054 | |
| Interest expense Share of profit of associates |
421 | 1,788 | 4,200 | 267 | 3,922 | ||||
| Profil before lox | 693 | -52, 244 | 453 | ર રહેર | 162,541 | ||||
| Incame lax expense | 28,851 ార్యశాల సంఖ |
34,777 -7,802 |
033 | 11,298 | 31,664 -7,324 |
124,122 -37,430 |
44,754 | ||
| Profit floast for the partad | 18,060 | 26,307 | -145 | 40,946 | 453 | 24,540 | રે રહર | 86,497 | 117,757 |
| Altributable to: | 19 931 | -319 | 453 | 6,555 | 86,775 | 114 349 | |||
| Equity holders of EDP Renovavers Minonly inforest |
37,499 1,367 |
6,376 | 179 | -36,545 -4 401 |
21,019 3.521 |
-83 | 3,436 | ||
| Profit likes) for the partod | 32 222 | 26,307 | -146 | 40,946 | 459 | હ્વ્યુક્તિ ક્વિંત્ક નિર્માન કર્યું ક્લેત ક્વિક સિંહ ક્લિક સિંહ ક્લિક સિંહ કર્યું ક્લેત કર્યું ક્લેત કર્યું ક્લે ક્લેત કર્યું કર્યુ કર્યુ કર્યુ ક્લેત કર્યું ક્લેત કર્યું ક્લે | ਉਂ ਵੱਟਵ | 86,682 | 117,767 |
| Assets | 574,592 | 3,081,900 | 877,979 | 55,810 | 4,590,281 | 3,978,845 | 65,885 | 6,635,011 | |
| Property, plant and equipment | 107.048 | 49,550 | 75 | 571,75 | 772,344 | 549,122 | 14,230 | 1,335,696 | |
| intangiale assels and Goodwill | 43,920 | - | |||||||
| surestments in associates Current assets |
159,152 | 20,238 442,570 |
57,273 | 2 702,842 |
25,674 -839 530 |
45,924 612,267 |
1 688 2018 281 |
284,508 | 47,609 1,05,356 |
| Equity and Liabilities | |||||||||
| Equity and Minarily Infarest Current Lobilities |
61,582 దేర్ జిల్ 2 |
862 882 953 159 |
190,378 259,080 |
6,079 379,776 |
·697,366 -545,615 |
જ્વર્સ રહેર 1.146, 265 |
2,858,681 274,160 |
2,023,319 -174 915 |
5,327,555 1,245,510 |
| Other information: | |||||||||
| Increase of the period | |||||||||
| Property, plant and equipment | 105,400 | 535,294 | 381,463 | 19,973 | 042,130 | 828,519 | 24,538 | 1,895 187 | |
| mrangible assets and Goodwill | 36,717 | 1,106 | 24 | 37,847 | 1,251 | 39,098 |
73

Management Report
December 2010
| 0. ORGANZATIÓNAL CHART | |
|---|---|
| 1. | MAIN EVENTS OF THE PERIOD |
| 2. | PERFORMANCE OF 2010 ---------------------------------------------------------------------------------------------------------------------------------------------------------- |
| 3. | REGULATORY ENVIRÓNMENT |
| 4. | RISK MANAGEMENT |
| 5. | FINANCIAL HEDGING DERIVATIVE INSTRUMENTS |
| 6. | TREASURY STOCK (OWN SHARES) |
| 7. | ENVIRONMENTAL PERFORMANCE ---------------------------------------------------------------------------------------------------------------------------------------------------- |
| 8. | HUMAN CAPITAL |
| 9. | RESEARCH AND DEVELOPMENT (R&D) |
| 10. RELEVANT EVENTS AFTER CLOSING OF THE PERIOD | |
| 11. CORPORATE GOVERNANCE OVERVIEW | |
| 12. DISCLAIMES |
ATTACHED - EDP RENOVÁVEIS 2010 NET INCOME APPLICATION PROPOSAL
-- EDP RENOVÁVEIS CONSOLIDATED FINANCIAL STATEMENTS AS OF 31/DEC/2010

' Non-exhaustive Organization Chort, illustrating disaggregated by geography of presence rather than comprehensive list of legal entities. For simplification purpass, country holdings are shown in annex i in the notes to the consolidated financial statements representing in dividuol wind farm entities).
² 100% owned by EDPR, operationally integrated in EDPR NA
EDPR and SeaEnergy Renewable Limited ("SERL"), through a joint-venture designated Moray Offshore Renewables Limited ("MORL"), have been awarded exclusive rights to develop offshore wind farm sites in Zone 1 with an approximated target capacity of 1.3 GW. This partnership, in which EDPR holds a 75% shareholding and SERL the remaining 25%, enabled to leverage the complementary expertise of EDPR in wind and SERL's know-how on offshore construction, thereby enhancing the result obtained in the UK Round 3.
Zone 1 is located on the Smith Bank in the Moray Firth in the North East of Scotland and covers an area of 520 square km. It is approximately 25 km southeast of the Caithness coast and has water depths between 30m and 60m.
MORL will firstly proceed with the study and development of the offshore wind farm projects in Zone 1 for the purpose of obtaining the relevant key consents. Upon successful completion, MORL will be authorized and will hold the option to begin construction and operation of the offshore wind farm project, which is expected to take place between 2015 and 2020.
EDP Renováveis has entered into a 15-year agreement with Energa to sell the green certificates generated from its 120 MW Margonin wind farm in Poland.
EDP Renováveis S.A. acquired 85% of Italian Wind srl, from Co-Ver group (an industrial conglomerate from the north of Italy], adding to its portfolio several wind projects in Italy totalling 520 MW in different stages of maturity and in prime locations: i) 4 wind projects totalling 108 MW classified as Tier 2; ii) 98 MW of projects classified as Tier 3; and iii) 314 MW classified as prospects.
The amount paid for the above mentioned stake is €12 million (Enterprise Value) and additional success fees will be paid as the wind projects reach certain predefined milestones.
In 2009, EDP Renováveis added 1.2 GW to its base of installed capacity, representing a 23% increase vis-à-vis 2008. In the US, EDPR successfully installed 700 MW during the period, while in Europe added 461 MW and in Brazil 14 MW.
The wind output for the full 2009 increased a sound 40% vs. 2008. The US assets continued to be the major contributor to the output increase, while European assets managed to deliver a strong recovery on the last quarter of the year, on the back of a high quality of wind resource.
EDPR's total average load factor in 2009 was 29%, with Europe's strong performance compensating the lower wind resource achieved in the US. Such stability on the total overage load factor is the result of a balanced portfolio and a selective geographical diversification in terms of countries and regions.
EDP Renováveis has entered into a 20-year Power Purchase Agreement with Tennessee Valley Authority (TVA) to sell 115 MW of renewable wind energy from the first phase of its Pioneer Prairie Wind Farm located in Mitchell and Howard counties in lowa.
The Pioneer Prairie Wind Farm, which is located in lowa along the Minnesota state line in Howard and Mitchell counties, has an installed capacity of 300 MW - enough to power more than 90,000 American homes annually.
Gross Profit reached €725 million (+25% YoY) and EBITDA €543 million (+24% YoY), with an EBITDA margin of 75%. Net income increased 10% YoY to €1 14 million.
EDP Renováveis has been awarded a contract by the New York State Energy Research and Development Authority (NYSERDA) in conjunction with the Public Service Commission (PSC) to sell renewable energy credits, the clean environmental attributes of wind power, for a volume equivalent to 171 MW of capacity for ten years from its Marble River Wind Farm, currently under development and located in Clinton county, New York.
The contract award is from NYSERDA's fifth competitive solicitation and will be funded through the New York Renewable Portfolio Standard (RPS), which supports and finances the development of renewable energy resources that will help reduce harmful emissions, increase energy security, and build a clean energy economy.
EDP Renováveis Annual General Shareholder Meeting was held on April 13th and approved the following resolutions:
EDP Renováveis managed a portfolio of 6.3 GW at the 1Q10, having increased its installed capacity by 21%, or 1,094 MW, vis-à-vis 1Q09. From this, 492 MW were installed in Europe and 602 MW in the US. In the first quarter of 2010, EDPR total additions amounted to 32 MW, of which 16 MW were installed in Portugal and the remaining were installed in France. EDPR's construction cycle typically follows a back-end loaded profile on the annual new capacity additions.
In line with the capacity increase (+21% YoY), electricity output was up 28% vs. the 1Q09, with Europe being the main contributor to this increase. EDP Renováveis total average load factor in the 1Q09 was 33%, with Europe delivering a 34% figure and the US 31%.
EDP Renováveis S.A. and Vestas Wind Systems A/S signed a global master supply agreement for the delivery 1,500 MW of wind turbines.
A successful combination of its short-term pipeline optionalities together with a flexible procurement position post-2010 and scale within the industry, were key factors to achieve an agreement of utmost strategic importance reinforcing EDPR's worldwide leadership in the sector.
Gross Profit increased a solid 22% YoY to €242 million resulting in a 20% YoY EBITDA increase to €185 million, with an EBITDA margin of 76%. Net income reached €43 millions (-15% YoY).
EDP Renováveis has secured \$141 million of institutional equity financing from Wells Fargo Wind Holdings LLC in exchange for an interest in the Vento III portfolio.
Vento III is a 604 MW portfolio of wind farms structured in December 2008 and consists of Rattlesnake Road (103 MW), Pioneer Prairie (300 MW), and Meridian Way (201 MW). \$376 million was previously funded by JPM Capital Corporation, New York Life Insurance Co., New York Life Insurance & Annuity Corp. and GE Energy Financial Services.
With this new investment by Wells Fargo Wind Holdings LLC, EDPR has raised a total of \$517 million through Vento III and closed all its funding needs. The transaction accelerates the monetization of tax benefits generated by the wind farms and improves the projects' economics.
The Spanish regional Government of Cantabria has announced the granting of a total of 1,336 MW in its tender to award electricity production licenses through wind energy.
EDP Renováveis was awarded with 220 MW in the region of Cantabria, corresponding to 16% of the total assigned capacity.
The execution of this wind projects are now subjected to the regular process of developing ond licensing, in accordance to the law and regulation applicable in Spain.
EDPR expects the awarded projects to reach the ready-to-build phase from 2013 onwards.
The Romanian Parliament's proposal that regulates renewable energy sources was published "today".
The legal framework in place since 2004 comprises a system where renewable generators in addition to the electricity price receive tradable green certificates. The proposal now signed into law reinforces the framework in place and the country's commitment with renewable energy, by:
EDP Renováveis currently has 228 MW under construction (to be commissioned by 2010-year end) and 613 MW of projects in different stages of development. The Romanian commitment regarding renewable energy improves the company's investment visibility and enhances the projects' value creation.
Capacity increased 155 MW (63 MW in Europe and 92 MW in US) and electricity output totalled 6,940 GWh, meaning a 32% increase comparing with the 1st half of 2009. Load factor in Europe was 23% and in the US 33%.
Gross Profit was €462.4 million (+30% YoY) and EBITDA €342.9 million (+27% YoY), with an EBITDA margin of 74.2%. Net income reached €42.9 million, having decreased 35% YoY.
EDPR has signed an agreement to secure \$84 million of institutional equity financing from JPM Capital Corporation in exchange for a partial interest in its 99 MW Meadow Lake II wind farm.
EDPR has executed a project finance stucture agreement with a consortium of banks for its fully operating 120 MW Margonin wind farm in Poland. The contracted debt facility amounts to €135 million.
Gross Profit was €662.3 million (+34% YoY) and EBITDA €473.1 million (+28% YoY), with an EBITDA margin of 71.4%. Net income reached €22.2 million, having decreased 68% YoY.
EDPR has signed a 20-year PPA for a 99 MW wind farm in the PJM interconnection area, expected to be fully commissioned in 2011.
EDPR signed a 20-year PPA with Tennessee Valley Authority to sell renewable energy from 83 MW of the Pioneer Prairie wind farm (lowa), at full operation.
The Spanish Government published the Royal Decree 1614/2010, which increases the visibility of the existing assets' returns for its full useful life and provides stability to the investments in the country.
EDPR has signed an agreement to secure \$99 million of financing through Bank of America Public Capital Corp in exchange for a partial interest in its 101 MW Kittitas Valley wind farm.
EDPR signed a 5-year PPA with Constellation Energy Commodities Group, Inc. to sell the renewable energy from its 198 MW Top Crop II, already in operation in the PJM market.
EDPR has secured a 20-year PPA to sell to Ameren Illinois Utilities and Commonwealth Edison Company the equivalent renewable energy produced by 175 MW of wind installed capacity in the US.
The President of the United States of America signed the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010, which includes an one-year extension of the ITC cash reimbursement under the Department of Treasury's Section 1603 program, applicable to EDPR's wind projects in the US.
During 2010, EDPR added 1,101 EBITDA MW (incl. ENEOP2) of installed capacity, of which 600 MW in North America and 501 MW in Europe.

On top of the 1,101 EBITDA MW (including ENEOP) of new installed capacity, EDPR ended 2010 with 649 MW under construction (of which 480 MW in Europe, 99 MW in North America and 70 MW in Brazil), providing confidence and credibility on the arganization's ability to execute 2011 growth targets.
By the end of 2010, EDPR had 6.7 GW of (EBITDA + ENEOP) installed capacity in Spain, Portugal, France, Belgium, Poland, Romania, a variety of US states and Brazil.
Prepared according to IFRS occounting standards. EDPR consolidoted for the purpose of this Management Report.
2 ENEOP - Eálicas de Portugal, S.A.
| Installed Capacity (EBITDA MW + ENEOP) | 2010 | 2009 | A MW |
|---|---|---|---|
| Spain | 2.050 | 1.891 | + 189 |
| Portugal | 838 | 680 | + 158 |
| of which ENEOP | 239 | જરૂ | +154 |
| France | 284 | 220 | +64 |
| Belgium | 57 | 57 | +0 |
| Poland | 120 | 120 | +0 |
| Romania | 90 | 0 | +90 |
| Europe | 3.439 | 2.938 | +501 |
| ાદ | 3.224 | 2.624 | +600 |
| Brazil | 14 | 14 | |
| Total | 6.676 | 5.576 | +1.101 |
In terms of total output, EDPR recorded a significant growth in electricity generation, with 14.4 TWh generated in 2010 (32% increase vs. 10.9 TWh in 2009). This year EDPR reached once again load factors above market average, underlining the quality of its wind farms.
Overall EDPR load factor was in line with 2009. In Europe the load factor reached 27% and in the US 32%. Excellence in operational performance is best reflected in the sustainable and high availability levels and consistent load factor premiums in major markets.
| Region | Electricity Generated (GWh) | Load Factor (%) | ||
|---|---|---|---|---|
| 2010 | A 10/09 | 2010 | A 10/09 | |
| Europe | 6.632 | +33% | 27% | + pp |
| EE.UU | 7.689 | +30% | 32% | (0 pp) |
| Brazil | 31 | + 17% | 26% | +4 pp |
| Total Generation | 14.352 | +32% | 29% | +0 pp |
Total balance sheet assets reached by the end of the 2010 were €12,835 million with c. 14% increase (or €1,541 million) when compared to prior year. Of this, €9,982 million relate to net Tangible Fixed Assets (PPE) which year-on-year increased by €1,347 million,
Total Equity amounted to €5,394 million by year end, driven by the €82 million increase in Reserves and Retained Earnings leading to a solid Equity / Total Assets ratio of 42.0%. Total Equity and Liabilities summed by the end of 2010 to €7,442 million, with an increase of c. 24.7% (or €1,475 million) used to fuel growth business.
Total revenues reached €845 million driven by higher installed capacity and represented a 30.4% growth comparing to 2009. This growth is of particularly relevance given the current unfavourable pricing environment in the global power markets. EDPR benefited from an active risk management practice, namely by hedging c. 1.8 TWh of output in Spain and therefore reducing its exposure to the variability of the Spanish pool price. This hedging coverage had a positive impact of €12 million in 2010 revenues.
During 2010 EDP Renováveis signed a 15-year agreement with Energa to sell the green certificates generated from its 120 MW Margonin wind farm in Poland, reached Power Purchase Agreements for the sale of electricity of the two wind farms projects in Romania and successfully executed 841MW of PPA (Power Purchase Agreement) contracts in NA:
All in all, 841 MW of PPA's were successfully secured in North America, which summed with the 120 MW of long-term agreement for green certificates in Poland and the signing of Power Purchase Agreements for the sale of electricity of the two wind farms projects in Romania (228 MW) provide a significant source of secure cash flow stream going forward.
| Financial Indicators (€ m) | 2010 | 2009 | A % |
|---|---|---|---|
| Gross Margin (incl. Tax Equity Revenue) | 948 | 725 | 31% |
| Opex & Other Operating Income | 235 | 182 | 29% |
| EBITDA | 713 | 543 | 31% |
| EBITDA Morgin % | 75.2% | 74,9% | |
| EBIT | 290 | 231 | 26% |
| Financial Results | (174) | (72) | 140% |
| Net Income (EDPR Equity holders) | 80 | 114 | -30% |
| Capex | 1.401 | 1.846 | -24% |
| Total Assets (book value) | 12.835 | 11.294 | 14% |
| Equity (market value) | 3.783 | 5.784 | -35% |
| Net Debt (book value) | 2.848 | 2.134 | 34% |
| Enterprise Value | 7.706 | 9.126 | |
| Debt / EV % | 37.0% | 23,4% | |
| Net Debt / EBITDA | 4.0 | 3,9 |
Focus on operational efficiency, with Opex3 amounting to €235 million, lead to an EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) YoY growth of 31.3% of €713 million and an EBITDA Margin (EBITDA / Gross Margin4) of 75.2%.
Gross Margin at 2010YE grew 30.8% YoY to €948 million as a result of the electricity output increase (+32% YoY) and the reduced exposure of EDPR's portfolio to market price volatility, which along with the diversification effect enabled a stable YoY average selling price.
3 Defined as Operating Costs + Revenues from Tax Equity Partners - Other Operating Results
4 Defined as Revenues + Revenues from Tax Equity Portners - Cost of Used Goods

Provisions and net Depreciation & Amortization in 2010 were of (€423) million and net Financial Results of (€169) million (including €5 million in gains from associates) resulting in a Earnings before Taxes of €121 million and a Income Tax Expense of €38 million, corresponding to an effective income tax rate of 31.3%.
Net Income totalled €83.0 million, of which €2.8 million belong to minority interest and €80.2 million is attributable to EDPR equity holders. This represents a reduction vs. the €114 million of Net Income attributable to EDPR equity holders in 2009.
EDP Renováveis decided to propose to the general meeting of Shareholders the allocation of the Net Income for the period of 2010 into reserves as follows:
| Net Income Application Proposal | |
|---|---|
| Distribution basis: | Values in Euros: |
| Net Income of the Period | 44.091.046.97 |
| Total to be allocated | 44,091,046.97 |
| Allocation: | |
| Legal Reserve (10%) | 4.409.104.70 |
| Free Reserve | 39.681.942.27 |
| Total Distributed | 44,091,046.97 |
Capex in 2010 was €1,401 million, reflecting the MW added in the under construction capacity. 2010 capex decreased by 24% mainly explained by the capacity growth deceleration seen in 2010. Out of the €1,401 million capex for 2010, €895 million were related to the building of new installed MW, while €406 million assigned to under construction capacity.
| Capex (€ m) | 2010 | 2009 |
|---|---|---|
| Spain | 111 | રેશ |
| Portugal | 8 | 102 |
| ROE | 420 | 351 |
| Europe | 539 | 1.014 |
| USA | 768 | 826 |
| Brazil | 72 | 2 |
| Other | માં આવેલું એક ગામના લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપા | ব |
| Total Capex | 1.401 | 1.846 |
In 2010, EDPR's operations generated a cash-flow of €567 million, delivering a solid 45% growth YoY, clearly demonstrating the increased cash generation capabilities of the existing assets. Given the growth cycle of the company, capex levels remained above the cash-flow generation, leading to a Net Debt increase of €715 million in the period. But it's important to highlight that the operating cash-flow already covers more than 40% of the growth capex vs. 20% in 2009.
EDP Renováveis' gross financial debt was €3.5 billion in 2010, of which 79% corresponds to loans with EDP Group, while debt with financial institutions is mostly related to project finance with a long-term profile. In 2010, debt with financial institutions increased €191 million related to the Polish and Brazilian projects.
Net debt as of December 2010 amounted to €2.8 billion, increasing from the €2.1 billion at the end of 2009, mainly reflecting the capital expenditures in the period. Net debtrelated to assets in operation amounted to €2,450 million based on 2010 capacity.
| Net Debt (€ m) | 2010 | 2009 |
|---|---|---|
| Financial Debt | 3.534 | 2.674 |
| Financial Receivables | -226 | -59 |
| Cash & Equivalents | -459 | -481 |
| Net Debt | 2.848 | 2.134 |
Currently, we are a world leader energy company. Our growth has been the result of an extraordinary capacity to implement projects and to smoothly integrate new companies, people and cultures during the period from 2005 to 2010. Our markets provide attractive growth potential, mainly due to their growth prospects and the fact that they possess a stable regulatory structure that allows profitable returns.
EDPR continues to look to the renewable energy sector with a long-term outlook, believing that the environmental, economic and technological trends that have underpinned the currently favourable renewable energy market conditions will continue to drive futher support for growth in the markets we are active in.
EDPR is a leading 'pure-play' renewable energy company, having derived the revenue stream from renewable energy activity. EDPR has leading position and "early mover" advantages in attractive high-growth markets, and continues to analyze new markets as well as new opportunities within the markets we currently operate within. This strategy continues to provide the company with a unique combination of size, focus and experience in the sector.
5 Excludes Institutional Partnership Liability (TEI)
EDPR has a solid history of executing projects and delivering targets. We consistently increased installed capacity through the successful development of pipeline. The company success results from a unique combination of factors: strong track record in execution, first class assets with above average quality wind resources, a well balanced portfolio in terms of geography, stage of development and revenue sources, and a competitive turbine supply strategy.
The combination of diversified operations with a stable revenue base spread across countries with favourable regulatory regimes limits the exposure to market prices of electricity and provides a significant visibility and stability.
Furthermore, EDPR has proven its ability to selectively identify new markets, to enter such markets and successfully integrate new countries.
For that, by the end of 2010, EDPR has crafted a robust, visible and geographically diverse pipeline of nearly 32 GW worldwide (varying from projects in eight European countries, several US states, Canada and Brazil).
| WW | Under | Pipeline | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Construction | Tier 1 | Tier 2 | fier 3 | Total | Prospects | Total | |||
| Spain | 201 | 300 | 436 | 2.089 | 2.825 | 2.121 | 5.146 | ||
| Portugal | ਦਿੱਤੇ | 199 | 23 | 74 | 297 | 200 | રેરિક | ||
| France | 71 | ୧୦ | 149 | 280 | રૂટ | 631 | |||
| Belgium | 13 | 13 | |||||||
| Poland | 70 | 442 | 738 | 1.180 | ୧୧୦ | 1.910 | |||
| Ramania | 138 | 57 | રેરિસ | ୧ । 3 | 751 | ||||
| ltaly | 20 | 186 | 206 | 785 | 991 | ||||
| nk | 1 .300 | 1.300 | 1.300 | ||||||
| Europe | 480 | 647 | 1.147 | 4.906 | 6.700 | 4.116 | 11.296 | ||
| NA (incl. Canada) | 99 | 1.075 | 6.508 | 7.245 | 14.828 | 4.237 | 19.164 | ||
| Brazil | 70 | 81 | 153 | 456 | 690 | 491 | 1.251 | ||
| Total | 649 | 1.802 | 7.808 | 12.607 | 22.218 | 8.844 | 31.711 |
This pipeline reinforces EDPR's position as a leading player in the renewable energy industry and underlines management's commitment to create shareholder value through selecting the best projects to fuel future growth.
On the core of EDPR's confidence on achieving these targets, is a dynamic, highly qualified and experienced team of world-wide employees with the track record and ambition to deliver upon the superior targets.
The following tables show a brief summary of the main regulatory events at a worldwide and European level. The information below will be developed in following sections.
| Event | Main implications | |
|---|---|---|
| · Recognition, in a formal UN decision, of the emission- reduction targets that Developed countries listed under the Copenhagen Accord |
||
| Global | United Nations Climate Change Conference, in Cancun (Mexico) Nov-Dec 2010 |
· Agreement for the monitoring, reporting and verification of the emissions processes |
| · Establishment of a Green Climate Fund to support policies and activities in developing countries |
||
| · Support to the Clean Development Mechanisms ("CDM") scheme after the expiration of the Kyoto Protocol |
||
| · A post-Kyoto binding treaty is still to be agreed | ||
| Europe | Presentation by States Member | · Renewable Energy Directive 2009/28/EC requires State Members to submit it National Renewable Energy Action Plan by June 30th, 2010 |
| of its National Renewable Energy Action Plans (NREAP) |
· States have presented their strategies to reach their 2020 target |
|
| Summer 2010 | · NREAP reflect targets by sector (share of energy from renewable sources consumed in fransport, electricity, heating and cooling), as well as the chosen trajectory to achieve them |
|
| Tax relief bill | · One-year extension of the cash grant | |
| North America | December 2010 | · An increase of the bonus depreciation |
| Brazi | 2 tenders held in 2010 | · Both tenders allocated 2,05 GW of wind capacity |
The 2010 United Nations Climate Change Conference was held in Cancun, Mexico, from November 29th to December 10th. Last year's talks in Copenhagen only delivered a weak array of voluntary mitigation and financing pledges that were not endorsed as a COP (Conference of the Parties) decisions, However, in Cancun, the Parties adopted formal decisions in key fields as climate finance, technological transfer and adaptation.
A major achievement was the establishment of a new climate fund under the UN Convention. This new Green Fund will be managed by the World Bank with an aim to allocate funds to developing countries for climate aid.
Another important step forward was the recognition, in a formal UN decision, of the mitigation pledges agreed in Copenhagen (this is, the confirmation of the target of limiting temperature rises to less than 2°C compored to pre-industrial levels). The parties have also agreed to the "Monitoring, Reporting and Verification", which is necessary step to verify the progression of the emission reductions under a transparent process. This is very significant as a global emissions deal has always been stalled by the lack of understanding regarding this topic between US and China. With this agreement, there is groundwork for future negotiations.
The parties also supported the continuation of the Clean Development Mechanism (CDM) after the expiration of the Kyoto Protocol (December 31st 2012) and included for the first time Carbon Capture Storage (CCS) under its reach. Additionally, the agreement includes the framework for REDD+, a mechanism for forestry protection. However, a post-Kyoto agreement has still to be reached, as Japan, Russia and Canada firmly opposed to a second commitment period. Negotiations however will continue in Durban, South Africa, in 2011.
At the European level, following the approval of the Renewable Energy Directive 2009/28/EC, all the Member States were requested to present a "National Renewable Energy Action Plan" (NREAP) by June 30th, 2010. The NREAP are documents in which European Member States present how they intend to reach their binding renewable fargets for the year 2020 and the paths towards them. Member States have also been required to provide their sectoral targets (electricity, fransport and heating and cooling), the technology mix they expect to use, the transfers between Member States and the specific measures they intend to implement in order to reach the forecasted trajectory. As the Directive indicates, NREAP must conform to the National Action Plan template adopted by the European Commission in June 2009.

SPAIN
| Description |
|---|
| · Sets a temporary cut of the renewable premium applicable to wind governed by Royal Decree 661/2007 |
| · Provides regulatory stability and visibility to the full useful life of the wind farms ta be installed until 2012 |
| : · Fixes a cap to the annual equivalent hours entitled to receive the i premium |
| · Modifies the reactive power regime |
| · Imposes a generation levy of €0,5/MWh applicable to ordinary and special regime generators |
The Spanish government has long stuggled to deal with a rising tariff deficit and since mid 2009 has shown concern about the cost of the renewable sector.
Following the agreement reached in July 2010 by the Industry Ministry with two key renewable energy associations (the Spanish Wind Energy Association and Profermosolar), the Royal Decree 1614/2010 of 7 December was approved.
The recently approved regulatory scheme on wind is summarized as follows:
A temporary 35% cut of the reference premium applicable to the wind capacity ruled by RD 661/2007, only during 2011 and 2012. Cap and floor have not been revised and still remain indexed to CPI-"X":
An amendment to the article 44.3 of the RD 661/2007 clarifying that eventual future revision to the value of the reference premium would only be applied to the capacity that comes on line after 2012;
A cap to the annual equivalent working hours entitled to receive the premium value set at 2,589 hours (would only be active if the average of the Spanish wind sector equivalent working hours surpasses the 2,350 in each year). The reference hours are not revisable for the full useful life of the existing and pre-registered wind farms);
Wind capacity pre 2008 (ruled by the RD 436/2004) remains untouched, and will transit to the Royal Decree 661/2007 regime in 2013. The bulk of the Spanish wind assets (those ruled by RD 436/2004) is unaffected by the new regulation.
Apart from Royal Decree 1614/2010, wind energy regime was amended by two other decrees. The first one is Royal Decree 1565/2010 of November 19th that modifies the reactive power regime. With this new decree, reactive premiums are lowered but the requirements to receive the bonus are less restrictive, thus more easily achievable. The second decree is Royal Decreelaw 14/2010 of December 23th that brings in several measures to reduce the tariff deficit. Among the measures, the decree includes a generation levy of €0.5/MWh applicable to ordinary and special regime generators.

| Regulatory change | Description |
|---|---|
| · Simplifies procedure for installing additional equipment in wind farms | |
| Decree Law 51/2010 | · Obliges wind generators to have equipment installed in each turbine to attenuate voltage drops and supply reactive energy |
| End of reactive energy premiums | · Wind generators are not entitled to receive reactive energy premiums |
| · The impact on total remunerotion will not be meaningful |
On May 20th, Decree Law 51/2010 was approved. This new regulation simplifies the procedure for installing additional equipment in wind farms (overpowering). The decree also obliges wind generators to have equipment installed in eoch turbine to attenuate voltage drops (fault ride through) and supply reactive energy. Concerning the latter obligation, there is no longer a premium for supplying reactive power, and there will be a penalty if the wind farm does not operate within certain parameters in terms of reactive power.

| Regulatory change | Description |
|---|---|
| "Grenelle 2" in June 2010 | · Introduces new restrictions and requirements in the permitting process that could hinder the future development of wind farms |
After months of debate, the "Grenelle 2" was finally approved on June 29th, 2010. The origins of this bill date back to 2007, when the "Grenelle de l'Environnement", a national summit to formulate environmental policy was launched. Three years later, the "Grenelle 2" is a toolbox of the "Grenelle de l'Environnement" and establishes a new framework for wind energy.
In order to qualify for the guaranteed purchase price, the "Grenelle 2" introduces a minimum threshold of five turbines for wind energy plants. This measure aims at avoiding wind scattered development. The law also requires wind farms to be erected at least 500 meters from habitation.
Another requirement to benefit from the guaranteed electricity purchase price is, since 2007, to be built in predefined zones: in "ZDEs" (wind development areas) being these specific areas designated by the municipalities hosting the projects. In articulation with the ZDEs, the "Grenelle 2" introduces a new layer requiring wind farms to be also included in the "Regional Development Areas" to be approved by the Regions and currently under preparation.
In addition, wind farms will be subject to "ICPE" (Industries Classified for the Protection of the Environment") regulation which add new permitting requirements, and put wind farms on the same level than industries with a proven potential risk for the environment.
Finally, the "Grenelle 2" stipulates that at least 500 turbines must be installed each year with a review after 3 years, but does not include specific mechanisms to achieve this goal. This requirement aims to achieve the onshore wind energy target of 19 GW in 2020.

Regulatory change
Description
Increase of the quotas of electricity from renewable · Introduces higher quotas of electricity produced from renewable sources which is sources expected to sour renewables
New quotas of renewable generation have been approved in Wallonia. New quotas are considerably higher than previous ones and are: 13.50% in 2011 and 15.75% in 2012. Quotas from 2013 onwards are yet to be decided, although the CWAPE (The Energy Regulator in
Wallonia) has recommended the Government to increase them by 2.25 pp a year, up to 33.75% in 2020.
Currently, the Green Certificate Scheme is being reviewed by the Government but no formal documents have been published yet.

| Regulatory change | Description |
|---|---|
| Amendment of the energy law in January 2010 |
· Aims to limit speculative action in the reservation of interconnection rights for wind farms by charging developers with o fee |
| · A local master plan or a planning permit for the real property is also required to obtain grid connection |
The Energy law was amended in January 2010. The main aim was to limit speculative action in the reservation of interconnection rights for wind farms. Pursuant to the new provisions, the obligation to prepare an assessment of the impact of the installations being interconnected on the grid lies with the grid company. Within this new regulation, the entity applying for the conditions of interconnection must pay in advance the grid interconnection fee of PLN 30 per kW of interconnection capacity. This fee is considered as an advanced payment for the connection costs and can be returned if there are no technical possibilities for connection. Moreover, the grid company has an obligation to issue grid connection conditions (or to reject such conditions due to technical constroints) within 150 days from the day of submission of the complete grid connection application.
Another measure aimed at reinforcing the credibility of the obligation to attach to the application for interconnection conditions an excerpt from the local master plan or, if there is no such plan, the planning permit for the real property to which the application relates.

| Regulatory change | Description |
|---|---|
| Amendment of the energy law in July 2010 | · Extends the period in which developers are granted with 2 Green Certificates |
| · Increases renewable quotas | |
| · Increases the penalty for missing certificate | |
| · Extends the period in which the green certificate scheme is : guaranteed |
The Romanian Government amended its renewable energy law in order to extend its renewable support. Fallowing the general delays in bringing projects into operation, the Government has decided to extend until 2017 (instead of 2015) the period in which wind generators are entitled to receive two green certificates per MWh. In addition, the 2012 green certificate quota has increased from 8.3% to 12% and will rise by 1 pp every year (except in 2019, in which it will only increase 0.5 pp) up to 20% by 2020.
The amendment also confirmed the minimum trading value per green certificate at €27/MWh and the maximum at €55/MWh and increases the penalty for suppliers who do not comply with their obligation to fulfill the quota from €70 to €110 per missing green certificate.
Lastly, in order to instill more confidence in investors and more visibility to the wind market, the green certificate scheme has been guaranteed until 2025, far beyond the previous 2014 deadline.
The double green certificate support had been established by law 220/2008 (formally enacted and published) but, as a matter of practice, the law is still not applied, as the new system has still not been formally notified to the European Commission.

| Regulatory change | Description |
|---|---|
| process | · The current RO scheme could be replaced by a Feed-in tariff system |
| Energy market reform package under consultation · Introduction of capacity payments have been proposed | |
| · Introduction of floor price for carbon emissions | |
| · Approval of Emission Performance Standard for new coal-fired power plants |
|
Following the general election of May, 6th 2010, the new government expressed its willingness to establish a system of feed-in tariffs for electricity produced from renewable sources, while maintaining the renewable obligation certificates (ROCs) at least until 2017. The Government has included this issue in its energy market reform package that was presented in December 2010 and is currently under a consultation process. Under the proposal, the Renewable Obligation (RO) system could be phased out in 2017. The RO scheme will be then replaced by a contract for difference, where the support would be calculated on the difference between the wholesale market price and a "strike price" set under the contract. This system is designed to lower a generator's price risk allowing a steady flow of incomes. Other measures presented in this package are the introduction of capacity payments aimed at fostering the construction of reserve plants and the pledge to approve emission performance standards for new coalfired power plants. To achieve the climate change targets, the Government also announced a floor price for carbon emissions.
The Government has also allocated £ 1 billion for the Green Investment Bank and appointed an independent commission that is working to launch the new institution in the next months. The Green Investment bank was set to form the comerstone of the energy policy of the Conservative party, outlined in its Manifesto in the general election. The aim of this new institution is to foster renewable projects investment by granting funds to lowcarbon initiatives.
| Regulatory change | Description |
|---|---|
| A new decree regulating the promotion of renewable energies is under approval process |
· Green certificate system could be phased out |
| · A feed-in tariff system for facilities up to 10 MW could be introduced |
|
| · Larger facilities would be bound to participate in competitive processes to obtain a tariff |
The Bersani Decree of 1999 ushered in a Green Certificate scheme aimed at promoting the production of electricity from renewable energy sources. The scheme is based on the issue of green certificates to producers, who also receive a revenue stream selling the underlying electricity. Since its introduction, the scheme has been modified several times, the last major amendment being the one introduced by the 2008 Budget Law.
The key features of the new green certificate scheme set by the Budget Law were the following:
Renewable energy generators are eligible for the green certificate system for the first 15 years of operation (extending on the former 12-year period)
Increases the mandatory quota from 0.35% to 0.75% per year until 2012
Strengthens the stabilizing role of the GSE ("Gestore dei Servizi Elettrici"), a state energy agency that operates in the Green Certificate market absorbing any imbalances in the market. If there is a deficit, the GSE can sell the Green Certificates in its possession at a price equal to €180 minus the average price of electricity sold in the previous year. Alternatively, the GSE can also act as a last resort buyer and acquire green certificates when there is a surplus in the market. When this occurs, the GSE can buy green certificates at a price equal to the average price registered the previous year by the GME ("Gestore dei Mercati Energetici") in its trade platform.
Introduces differentiation by renewable energy source with the use of coefficients applied to net production.
Currently a new renewable energy decree is in a latter phase of approval (it has preliminarily been approved by the Italian Government), If this new regulation is passed, it would represent a massive overhaul of the renewable energy promotion system as the green certificate system
would be phased out. The draft of the regulation envisages a feed-in tariff system for facilities up to 10 MW, and commissioned from the January 1st, 2013 onwards. Larger plants would participate in binding process, in which the incentive would be given to winning projects through a competitive process, though with a floor tariff.

115
| Regulatory change | Description | |
|---|---|---|
| Tax relief bill | · One-year extension of the cash grant | |
| · An increase of the bonus depreciation | ||
At the Federal level, climate legislation stalled in 2010. Three prominent proposals for a Federal Renewable Electricity Standard (RES) emerged over the past year but did not garner enough bipartisan support to be submitted for a vote. Additionally, two new proposals to establish climate change legislation through CO2 cap and trade emerged in July but also failed to come to a vote.
The main agent of climate and environmental regulation was the Environmental Protection Agency. The EPA issued a plan for establishing greenhouse gas pollution standards under the Clean Air Act. Additionally, existing coal fired generators are increasingly likely to leave the market due to new and tightened air quality standards through the Clean Air Act. The EPA's tightening of existing clean air pollutant caps (SOx, NOx) is expected to drive retirement of up to 60GW of coal capacity. The agency also announced new strategies to curb mercury emissions from power plants and to curb the use of water for cooling in power plants. EPA also proposed the first-ever national rules to ensure the safe disposal and management of coal ash from coal-fired power plants.
In December 2010 President Obama signed off the "Tax Relief Bill" that includes the extension of many clean energy policies. This regulation is part of a broader tax bill that zeroes in on the extension of expiring tax cuts put in place by the President George W. Bush Administration. In order to spur renewable energies development the law includes:
A one-year extension of the 1603 Treasury grant program, thus entitling projects to receive cash grant equivalent to 30% of the eligible project costs. This regulation had been approved in 2009 as part of the economic stimulus bill. In order to benefit from this extension, projects will need to prove that they started construction in 2011 and will come on line prior to December, 31st 2012.
An increase in the bonus depreciation allowing projects to deduct 100% of the project value in one year (if operations start in 2011). For projects that start operations in 2012, the deduction will be at 50%.
States' governments continue to be the primary driver of implementing legislation to support renewable energy. In 2010, twelve states proposed either creating a new Renewable Porfolio Standard (RPS) or increasing their RPS; these proposals passed successfully in five states. Only one state proposed a reduction in the RPS, a proposal which was ultimately unsuccessful.
The California PUC (Public Utilities Commission) ruled that the state's investor-owned utilities can use tradable renewable energy credits to comply with California's RPS. However, there are short term delays in implementation to legislation and regulatory uncertainly around the enforcement of the ruling.

Regulatory change Ontario's long-term energy plan Description
· Increases renewable torgets
Canada's decentralized governance gives a leading role to the provinces for the implementation of renewable energy policies.
At a Federal level, in 2007 the ecoEnergy for Renewable Power Program was introduced, replacing the former Wind Power Production Incentive (WPPI). This program provided an incentive on one cent per kilowatt hour to renewable projects starting operations between 2007 and 2011. Although this program was designed to remunerate projects for the first ten years of operation, the ecoEnergy ran out of funds in 2009. The lack of federal policy instilled low confidence in investors and incentivized Canadian provinces to put in place their own renewable energies schemes. At a Federal level, wind farms may also benefit from tax policies as the accelerated capital depreciation that allows 50% depreciation per year.
Ontario is far and away Canada's wind power leader, being the first to cross the 1 GW of installed capacity mark. The Green Energy Act (GEA) passed by Ontario's Liberal Government in May 2009 put the province at the forefront of wind development.
First and foremost, the GEA introduced a lucrative feed-in tariff system. A wide range of renewable technologies are awarded 20-year contracts with guaranteed electricity prices. The guaranteed price for onshore wind is C\$135/MWh, with an extra cent added on for smallscale community projects. For offshore wind, the tariff rises to C\$190/MWh.
The GEA, apart from being the first feed-in tariff in North America, streamlines the approval process for renewable energy facilities.
In November 2010, the Ontario Ministry of Energy presented its long-term energy plan for the period 2010-2030. Among other measures, the Plan rises Ontario's renewable target from 5,3 GW in 2025 to 10,7 GW by 2018.

RRA 711
| Regulatory change | Description |
|---|---|
| : 2 tenders held in 2010 | Both tenders allocated 2,05 GW of wind capacity |
Brazil since 2009 has had a tendering system to regulate the allocation of wind capacity, leaving behind a feed-in tariff system (PROINFA program) that fostered wind energy in its early days. Tenders allow the government to secure the energy supply at the least cost for consumers, which is paramount for economic development.
In recent years there has been a strong tendency fowards developing wind energy in Brazil, mainly because of the complementory seasonal behavior of wind and hydro energies: on average, during the dry season the highest wind speeds are measured. Fostering renewable energy can also strengthen energy supply, mainly avoiding fuel generation. At an industrial level, the development of wind industry is seen as an opportunity to attract international turbine manufacturers. Although the local content is not explicitly included in tenders, it is yet a requirement for developers to be eligible to subsidized financing from development banks as BNDES (Banco Nacional do Desenvolvimento) or BNB "(Banco do Nordeste do Brasil").
The tender system has some particularities in Brazil. First of all, the amount to be tendered is decided by the Government, which removes the risk of over capacity. Once the auction is held, the contracts offer 20-year power purchase agreements. There are two types of tenders:
20-year power purchase agreement. The contracts refer to a generation level and any annual unbalance below 90% must be settled at selling price in favor of buyers. Through a real-time generation escrow account, the excess of generation of one year can compensate any lack of generation, since not lower than 90%, within the 4 yearperiod. Any excess of generation leading to a 4-year period balance over 100% is settled in the wholesale market.
In 2010, Brazil conducted two tender processes in August, a reserve and an alternative energy tender, totaling 2.05 GW. The reserve tender allocated 528 MW of wind capacity at an average price of R\$122,7/MWh (\$70.4) and the alternative energy tender 1,519 MW at R\$134,1/MWh (\$76.6). The fierce competition lowered the average prices, which has caused concern among developers and suppliers.
In December 2010 Brazil's Ministry of Mines and Energy approved a new Decennial Plan for Energy Expansion to 2019. The plan calls for a big boost in renewables as no new fossil fuel power plants are expected to be build after 2014. Under this strategy, more than 6 GW of wind installed capacity are expected by 2019 (from its current level of approximately 1.5 GW1), although the industry expects a larger figure.
Wind sources will have the opportunity to secure PPAs in 2011 as new tenders will be conducted in the second quarter of 2011 according to Ordinance nº 113 of February Ist. One tender will be an "A-3" (baseload capacity to be delivered in three years time) and the other one a "reserve tender" [reserve capacity]. The energy to be auctioned and the ceiling price have still not being revealed.
This chapter is also included in Corporate Governance Report (attached)
We believe that risk management should not only protect value but also create value.
Therefore, EDPR's risk framework was designed to be not a stand-alone activity separated from the main activities and processes of the company, but to be part of the responsibilities of management and an integrating all organizational processes, including strategic planning.

In EDPR's risk framework, risk process aims to link company general strategy into manager's day-to-day decisions, enabling the company to increase the likelihood of achieving the strategic objectives.
EDPR's general strategy is translated into major strategic questions that are grouped by risk area and then subject to EDPR's risk process. The outcome of the risk process is a set of specific guidelines per risk area that will guide managers in their decisions according to the company's risk profile.
Each strategic question is subject to a core risk process which is composed of four major steps:
· Make sense - the aim of this step is to generate an understanding of all the dynamics behind the issue under analysis in order to assess the severity of the risk and also to
anticipate all possible mitigating actions in the case its exposure is above acceptable limits.
Risk management in EDPR is supported by three distinct organizational functions:

During 2010, EDPR created a Risk Committee ta integrate and coordinate all the risk functions and to assure the link between risk strategy and the company's aperations.
EDPR's Risk Committee intends to be the forum to discuss how EDPR can optimize its risk-return position according to its risk profile. The key responsibilities of this committee are:
The following table summarizes the main risk areas of EDPR's business and also shows the risk related strategic question. The full description of each risk and how they are managed can be found in the Corporate Governance chapter.
| Risk areas | Risks descriptions | Risk related strategic questions (not | |
|---|---|---|---|
| exhaustive) | |||
| 1. Countries - Changes in regulations may impact | · What is EDPR's current regulatory | ||
| & regulations EDPR's business in a given country ; | risk ? | ||
| · How much should EDPR grow in | |||
| current markets? | |||
| · Where should EDPR focus entering | |||
| new markets? | |||
| 2. Revenues - Revenues received by EDPR's projects | . What is the exposure of our | ||
| may diverge from what is expected; | revenue stream both in prices and | ||
| wind variations? | |||
| · What is the impact on EDPR's | |||
| EBITDA? | |||
| · What should the market strategy | |||
| be to cover market volatility? | |||
| 3. Financing - EDPR may not be able to raise enough · · What should be the risk profile from ; | |||
| cash to finance all its planned capex; | an investor's point of view? | ||
| - EDPR may not be able to fulfil its financial · What is the synthetic rating of the |
| obligations; - Projects' leverage may be lower than planned impacting their profitability; |
company and what measures could be done to improve it? · What is the probability of a cash flow stress due to market conditions? |
|
|---|---|---|
| 4. Wind turbine contracts |
- Changes in turbine prices may impact projects' profitability; - Contracts should take into account the pipeline development risk; |
· What should be the hedging strategy for turbine prices in terms of price structure and quantities? · What is the trade-off between supplier diversification and rappel discount? |
| 5. Pipeline | - EDPR may deliver an installed capacity development different from its targets or suffers delays and/or anticipations in its installation |
· How many MW can EDPR expect to put in operation with its current pipeline? · How many projects may die or be delayed over permitting issues? · What is the actual risk of not achieving the installed capacity targets? · What is the appropriate buffer to ensure that EDPR delivers the target capacity? · How should EDPR's pipeline look |
| 6. Operations !- Projects may deliver a volume different Is there any operating risk with from expected. |
like in 2012? significant impact in EDPR? |
The development and profitability of renewable energy projects are dependent on policies and regulatory frameworks. The jurisdictions in which EDP Renováveis operates provide numerous types of incentives that support the sale of energy generated from renewable sources.
Support for renewable energy sources has been strong in previous years, and both the European Union and various US federal and state bodies have regularly reaffirmed their wish to continue and strengthen such support.
In Europe, this support has been steady and has to be strengthened as EU countries have renewable and mandatory targets. The new EU directive on renewable energies, published in December 2008, requires each member state to increase its share of renewable energy in the group's energy mix in order to raise the overall share from 5.5% level in 2005 to 20% in 2020. To ensure this goal EU countries have interim periodic targets to ensure a steady progress towards its 2020 target. For this reason they have presented in 2010 their Renewable National Energy Action Plans (RNEAPs). These plans provide detailed information about how each Member State expects to comply with its 2020 binding target, including the technology mix and the forecasted trajectory to reach it.
Regarding US, they do not have mandatory energy targets at a federal level. However, under the Obama Administration, renewable energies have found strong political support. The Stimulus package (American Recovery & Reinvestment Act) approved in February 2009 included a wide range of measures addressed to boost renewable energies. However, in 2010 the Congress failed to pass a national renewable electricity standard, which would have established a mandatory proportion of electricity to be delivered from renewable resources. The result of the mid-term elections on November 2nd threatens to undermine efforts to pass the law, as Democrats, whom traditionally have been supporting wind promotion, have now lost the majority of the House of Representatives, and by that its control in passing laws.
Additionally, it cannot be guaranteed that the current support will be maintained or that the electricity produced by future renewable energy projects will benefit from state purchase obligations, tax incentives, or other support measures for the electricity generation from renewable energy sources. This is particularly true in an economic downturn context, as Governments struggle to achieve their budgets and cannot alwoys guarantee a steady support for renewable energies.
EDPR is managing its exposure to regulatory risks in two different ways. The first one is trough diversification (being present in several countries) and the second one is by being an active member in several wind associations. EDP Renováveis belongs to the most prestigious wind energy associations, both at national and international level. EDP Renováveis is an active member of the following renewable [specially wind energy] associations.
| EUROPE | EWEA [EUROPEAN WIND ENERGY ASSOCIATION] | ||
|---|---|---|---|
| SPAIN | AEE (ASOCIACION EMPRESARIAL EQLICA) | ||
| PORTUGAL | APREN (ASSOCIAÇÃO PORTUGUESA DE PRODUTORES DE ENERGIA | ||
| ELECTRICA DE FONTES RENOVAVEIS) | |||
| FRANCE | SER (SYNDICAT DES ENERGIES RENOUVELABLES) | ||
| BELGIUM | JASSOCIATION POUR LA PROMOTION DES ENERGIES APERE |
||
| RENOUVELABLES) | |||
| EDORA (FEDERATION DE L'ENERGIE D'ORIGINE RENOUVELABLE と |
|||
| ALTERNATIVE) | |||
| POLAND | PIGEO (POLSKA IZBA GOSPODARCZA ENERGII ODNAWIALNEJ) | ||
| PSEW (POLSKIE STOWARZYSZENIE ENERGETYKI WIATROWEJ) | |||
| PTEW (POLSKIE TOWARZYSTWO ENERGETYKI WIATROWEJ) | |||
| ROMANIA | RWEA (ROMANIAN WIND ENERGY ASSOCIATION) | ||
| UNITED KINGDOM | BWEA (BRITISH WIND ENERGY ASSOCIATION) | ||
| RENEWABLE UK | |||
| SCOTTISH RENEWABLES | |||
| ITALY | ANEV (ASSOCIAZIONE NAZIONALE ENERGIA DEL VENTO) | ||
| APER (ASSOCIAZIONE PROMOTORI ENERGIE RINNOVABILI) | |||
| UNITED STATES | AMERICAN WIND ENERGY ASSOCIATION (AWEA) | ||
| IOWA WIND ENERGY ASSOCIATION | |||
| RENEW WISCONSIN | |||
| RENEW, INC. | |||
| THE WIND COALITION | |||
| AMERICAN WIND WILDLIFE | |||
| CEERT | |||
| COLORADO INDEPENDENT ENERGY ASSOCIATION | |||
| INTERWEST ENERGY ALLIANCE | |||
| WESTERN POWER TRADING FORUM | |||
| SMART GRID OREGON | |||
| TEXAS RENEWABLE ENERGY | |||
| WEST TEXAS WIND ENERGY | |||
| RENEWABLE NORTHWEST PROJECT | |||
| CANADA | CANWEA (CANADIAN WIND ENERGY ASSOCIATION) | ||
| BRAZIL | ABEEOLICA (ASSOCIAÇÃO BRASILEIRA DE ENERGIA EQLICA) | ||
| CERNE (CENTRO DE ESTRATEGIAS EM RECURSOS NATURAIS E ENERGIAS) |
Being an active member in all these associations allows EDP Renováveis to be aware of any regulatory change, and represent wind energy sector's interests when required by the governments.
Remuneration for electricity sold by EDP Renováveis wind farms depends, on the regulatory system. In some of the markets this creates an exposure to market prices for electricity. Market prices may be volatile as they are affected by various factors, including the cost of fuels, average rainfall levels, the cost of power plant construction, technological mix of installed generation capacity and demand. Therefore, a decline in market prices to unexpected levels could have a material adverse effect on EDP Renováveis' business, financial condition or operating income. EDP Renováveis currently uses various financial and commodity hedging instruments in order ta reduce the exposure to fluctuating electricity prices. However, it may not be possible to successfully hedge the exposures or it may face other difficulties in executing the hedging strategy.
As of December 31* 2010, EDP Renováveis faced limited market price risk. In the case of EDPR NA, most of its installed capacity has fixed prices determined by long-term purchase agreements.
In most countries where EDPR is present, prices are mainly determined through regulated tariffs (France and Portugal) or managed through long-term power purchase agreements (Brazil, Poland -although only for Green Certificates - and Belgium). In Romania EDPR has full market exposure.
In the case of Spain, electricity is sold directly on the daily market at spot prices plus a predefined regulated premium. EDP Renováveis also has an option for selling this electricity through regulated tariffs at fixed prices. In 2010 the company closed a hedge in order to mitigate the effect of pool price fluctuations and as a result, only 38% of the production was market exposed. Considering all of EDPR's production in 2010, 79% of the EBITDA had no
market exposure.
EDP Renováveis business is focused on the production of electricity from renewable energy sources. The amount of generated electricity and therefore the profitability of wind farms are dependent on climatic conditions, which vary across the locations of the wind farms, and from season to season and year to year. Because turbines will only operate when wind speeds are within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside of these ranges, energy output at wind farms may decline.
Variations and fluctuations in wind conditions at wind farms may result in seasonal and other fluctuations in the amount of electricity that is generated and consequently the operating results and efficiency.
Variations in wind conditions are due to seasonal fluctuations, and these fluctuations have an impact in the amount of the electricity generated. EDP Renováveis miligates this risk by the geographical diversification of its wind farms in each country and in different countries. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady. Currently EDP Renováveis is present in 11 countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil,
EDP Renováveis is exposed to fluctuations in interest rates through financing, particularly by shareholder loans from the EDP Group and from institutional investors in connection with its Partnership Structures in the US operations, as well as, project financing and third party loans from entities outside the EDP Group. This risk can be mitigated using hedging instruments, including interest rate swaps, but there is no full guarantee that the hedging efforts will turn out successfully.
Finally, because of its presence in several countries, currency fluctuations moy also have a
material adverse effect on the financial condition and results of operations. EDP Renováveis may attempt to hedge against currency fluctuations risks by matching revenue and costs in the same currency, as well as by using various hedging instruments, including forward foreign exchange contracts. However, there can be no assurance that the company efforts to mitigate the effects of currency exchange rate fluctuations will be successful.
The evolution of the financial markets is analyzed on an on-going basis in accordance to EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rate and foreign exchange rate risks on its financial performance.
The execution of financial risks management of EDP Group is undertaken by the Financial Department of EDP, in accordance with the policies approved by the Board of Directors. The Financial Department identifies, evaluates and submits for approval by the Board the hedging mechanisms appropriate to each exposure. The Board of Directors is responsible for the definition of general risk-management principles and the establishment of exposure limits following the recommendation of the risk committee.
EDPR's operating and financial cash flows are substantially independent from the fluctuation in interest rate markets.
The purpose of the interest rate risk management policies is to reduce the financial charges and the exposure of debt cash flows from market fluctuations through the settlement of derivative financial instruments to fix the debt interest rates. In the floating-rate financing context which represents approx. 5% of EDPR's gross debt, EDPR may contract interest-rate derivative financial instruments to hedge cash flows associated with future interest payments, which have the effect of converting floating interest rate loans into fixed interest rate loans.
EDPR has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. Sensitivity analyses are performed of the fair value of financial instruments to interestrate fluctuations.
EDPR operates internationally and is exposed to the exchange-rate risk resulting from investments in subsidiaries. As a general policy, EDP Renováveis matches costs and revenues of its wind farms in the same currency, reducing the effect of currency fluctuations while preserving value. Currently, main currency exposure is the U.S. dollar/euro currency fluctuation risk that results principally from the shareholding in EDPR NA but, with the increasing capacity in others non-euro regions, EDPR will become also exposed to other local currencies [Brazil, Poland and Romania).
EDP Group's Financial Department is responsible for monitoring the evolution of the U.S. dollar, seeking to miligate the impact of currency fluctuations on the financial results of the Group companies and consequently, on consolidated net profit, using exchange-rate derivatives and/or other hedging structures. The policy implemented by EDP consists on undertaking derivative financial instruments with symmetrical characteristics to those of the hedged item for the purpose of hedging foreign exchange risks. The operations are reassessed and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that driven them is also evaluated.
Counterparty risk is the default risk of the other party in an agreement, either due to temporary liquidity issues or long term systemic issues.
EDP Renováveis policy in terms of the counterparty credit risk on financial transactions is managed by an analysis of the technical capacity, competitiveness, credit notation and exposure to each counterparty. Counterparties in derivatives and financial transactions are restricted to high-quality credit institutions, there cannot be considered any significant risk of counterparty non-compliance and no collateral is demanded for these transactions.
In the specific case of EDPR EU, credit risk is not significant due to the reduced average payment period for customer balances and the quality of its debtors. In Europe, main customers are operators and distributors in the energy market of their respective countries.
In the case of EDPR NA, counterparty risk analysis is more relevant given typical price structure and the contracting terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account the offtakers' credit rating. In many cases, additional credit support is required in line with the exposure of the contract.
Liquidity risk is the risk that EDPR will not be able to meet its financial obligations as they fall due.
EDPR's strategy to manage liquidity is to ensure, as far as possible, that it will always have significant liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to EDPR's reputation.
Given the current condition of the debt market, it can be harder to cover the financial requirements needed to carry out EDPR's activities.
The liquidity policy followed ensures compliance with payment obligations acquired, through maintaining sufficient credit facilities and having access to the EDP Group credit facilities.
Wind turbine is a significant part of a wind farm's CAPEX (around 80%). The main risks associated to wind turbines are:
The last couple of years were marked by the difficulties of the wind turbine industry to catch up with the booming demand. In this high growth environment, wind generators endured difficulties to secure the supply of wind turbines. This trend, however, was reversed in 2008 and 2009 as turbine demand slowed down and new players appeared creating a more favorable scenario for EDP Renováveis. This new scenario is driven by the economic crisis, the reduced power demand, the regulatory uncertainties and the increasing competition, particularly fierce regarding Chinese manufacturers. The company has taken advantage of the possibility of contracting part of its expected turbine supply needs in this favorable situation, by signing a wind turbine procurement contract for the supply of up to 2.100 MW with Vestas. The contract is a Master Supply Agreement that consists of a firm order for supply, installation and commissioning of wind turbines with a total capacity of 1.500 MW to be delivered to North America, South America and Europe in 2011 and 2012 and with the possibility to be extended by an additional 600 MW. Contracting large volumes enables EDP Renováveis to obtain better prices and conditions that mitigate the effect of general increases in asset prices.
Nevertheless, EDP Renováveis uses a large mix of turbines suppliers in order to reduce its dependency on any one supplier. Currently, EDP Renováveis is one of the generators with a more diversified portfolio. The large range of EDP Renováveis suppliers allows the company to avoid technological risk of each turbine supplier. Additionally, EDP Renováveis has the required size to contract with a large range of suppliers.
Wind farms are subject to strict international, state, regional and local regulations relating to the development, construction, licensing and operation of power plants. Among other things, these laws regulate: land acquisitions, leasing and use; building, transportation and distribution permits; landscape and environmental permits; and regulations on energy transmission and distribution network congestions. Development process of wind farms is subject to the probability of obtaining such permits. If authorities do not grant these permits or they do so with delays or with other restrictions, such actions could have a material adverse effect on the business.
Permitting risk is mitigated by the fact that EDP Renováveis in present is 11 different countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil. Additionally, the company has a large pipeline of projects that provide a "buffer" to overcome potential problems in the development of new projects, ensuring growth targets.
Finally, EDP Renováveis mitigates development risk by creating partnerships with local developers.
Wind turbine performance risk is the risk that the performance of the turbine does not reach its optimum, and therefore, the energy output is not as expected.
EDP Renováveis mitigates the wind turbine performance risk by implementing the following measures. Firstly, EDP Renováveis mitigates this risk by using a mix of turbine suppliers which minimizes technological risk. Secondly, wind turbine performonce risk is reduced by signing strict and thorough O&M contracts with suppliers, usually for a 5-year period (full-scope maintenance agreement), being the 2 first year-period of full warranty. Additionally, technical warranties are signed with the turbine suppliers, in order to guarantee that the performance of the turbine will be optimum. The availability and the power curve of each turbine is adequately guaranteed with "liquidated damages" clauses that set up penalties to be paid by the supplier when the availability is not met (usually 96 or 97%) or the power curve is not reached. Wind turbine performance risk is also miligated with an adequate preventive and scheduled maintenance and predictive maintenance is being also brought in.
After the first 5-year period, O&M is usuolly contracted with an external company, but a technical assistance agreement is also signed with the turbine supplier.
Most recently, and following the general trend in the wind sector, EDPR is externalizing the O&M activities in some of its wind farms. This procedure may increase the wind turbine performance risk but reduces turbine manufacturer dependence and enables to decrease O&M costs.
Finally, EDP Renováveis has in place a LEAN Project. LEAN is a continuous improvement program that aims to:
In order to achieve the objectives listed above, the LEAN team effectively collaborates with all technical areas such as O&M, Wind Assessment, Technology and Dispatch Center.

Topic 4 provides a description of the key financial risks faced by EDPR. According to EDPR risk policy, and in order to manage, control or minimize impact of some of those risks, in liaise with a discipline risk management practice, EDPR uses financial denvatives and enters hedging transactions with the sole intent to protect against risks and as a consequence miligate fluctuations of earnings.
These derivative instruments are explained in detail as part of the note 36 to the financial statements.
On the General Shareholder's meeting of the April 13th, it was approved to authorize the Board of Directors for the acquisition and transmission of own shares by the Company and/or the affiliate companies through their management bodies for a term of five years from the date of the General Shareholders Meeting. Up to date of this report the Company has not executed any acquisition and consequently transmission of own shares.
Terms ond requirements are detailed in the Corporate Governance (aftached)
Energy is important for life, but the way it is produced is also relevant. EDPR is a leading company in the renewable energy sector - the energy of today.
We produce clean energy, green energy. Energy without limits, without emissions.
At EDPR we strongly believe that sustainable development is possible. Environmental compliance and continual improvement are major concerns of EDPR, believing that prevention is the key to avoid impacts.
Wind farms are environmentally respectful sites. Only a small percentage of the land leased is taken out of permanent use when the wind farms are in operation and the activity is compatible with existing land use.
Although the location of wind farms in protected areas is not a common issue, potential impacts on biodiversity, such as fauna disturbance, vegetation loss, visual intrusion, waste generation ... may occur. Even so, the vast majority of the impacts which might take place during the operation of wind farms are temporary and reversible.
Monitoring plans are carried out in order to make sure no significant impacts happen. In this sense, EDPR actively protects all the areas with operating wind farms.
ldentifying potential impacts as soon as possible is imperative in order to obtain satisfactory results, as it is committed in the EDPR Biodiversity and Environmental Policies.
It is clear that, in comparison with other energy generation sources, wind farms' impacts on the environment are much less significant. Renewable energy doesn't cause greenhouse gases emissions and any other emissions. Moreover, it plays a central role in reducing CO2 emissions, and that's a global positive impact itself, because of its influence on all kinds of life.
EDPR indirect emissions are much reduced and they're limited to the administrative buildings consumption and wind farms' auxiliary consumptions (when self-consumption is not possible).
However, as we acknowledge that this information is requested by some of our stakeholders, we are implementing some initiatives that will allow us to better inform on our performance in this field and its report.
Usually, the energy needed for wind farms' auxiliary consumptions (lights, wind turbine orientation, etc) comes from the energy produced by itself, but if there isn't any operative wind turbine, this energy must be purchased.
EDPR also takes efforts to reduce and eliminate unnecessary indirect emissions very seriously. A number of initiatives regarding reduction of energy consumption and emissions have been developed during 2010.
Wind farms in operation also contribute to the internal commitment of respect for environment implementing measures with the objective of a wise use of resources and waste reduction.
One of the best examples of the environmental performance of the company is the EDPR Environmental Management System (EMS).
The EMS which is being implemented in EDPR according to ISO 14001 standard, turned out to be an excellent tool for several reasons:
Waste generation is one of the main environmental aspects to control at wind farms in operation. In EDPR we pay special attention to enhance monitoring of hazardous and nonhazardous waste. As part of our training plan, EDPR employees as those working on their behalf, are aware of its importance. The training helped increase awareness on waste management requirements, challenges and solutions, and addressed issues such as material storage, labeling, transport and recycling.
EDPR has defined a systematic of environmental emergency response as part of EMS implementation process. This procedure sets out the guidelines regarding environment for action in case of fire, flood or spill at wind farms. These guidelines are annually checked through questionnaires, simulacrum, etc. Also, under the EMS, employees at wind farms attend training sessions in which, apart from other things, is explained how to deal with an environmental emergency and what to do once overcome. Any environmental incident is recorded in the Emergency Register which collects information about the event date, location, emergency situation occurred, causes, impacts and corrective measures taken.
The United Nations General Assembly declared 2010 as the International Year of Biodiversity fo increase the awareness about the importance of biodiversity conservation throughout the world by highlighting the importance that biodiversity has on our quality of life, to reflect the efforts already underlaken to safeguard biodiversity and to promote and foster initiatives to reduce the loss of biodiversity.
2010 saw the hasting of two significant meetings - the Convention on Biological Diversity in Nagoya, Japan, and the United Nations Climote Change Conference in Cancun, Mexico, which have both lead to historic decisions on oddressing biodiversity loss, deforestation avoidance and climate change.
EDPR wants to contribute their bit in biodiversity conservation and respect for environment, because preserving biologicol diversity requires action at all levels: government, business and the individual.
EDPR is committed to assess the impact of its activities on biodiversity in all phases of its business. Although we have pledged to apply EDP's Group Environment and Biodiversity Policy, to reinforce this commitment EDPR Executive Committee approved the Environment and Biodiversity Policies in the beginning of 2011. Both are available on EDPR website. EDPR considers these commitments a cornerstone of its business, integroting them into the decision making process of the company.
We have achieved a top tier position in the renewable energy market thanks to our people commitment and effort. To guarantee the excellence at work of our employees, human capital management plays a key role to support EDPR growth targets maintaining the current operations excellence. Therefore, EDPR is committed to create the most adequate environment to secure employee commitment, empowerment and accountability, while offering them an attractive career development plan with opportunities to grow professionally at the same high pace as the company.
To create the most adequate environment for our employees, the company has developed a Human Resources Policy, approved in 2009, based on the following principles

Ensure internal fairness and evenhandedness through 0 professional development and rewards model based on criteria that are transparent and Iransversal within the group.
Attract, retain and develop tolent and skills through a compelitive remuneration palicy thraughout all geographies for EDPR Graup that are in line with specific requirements of each business: considering the importance of the different functions and employee patential.
Appraise merit ond pertormance in prafessional development ond reward employees, ensuring commitment ond responsibility in obtoining both indívíduol and team results within the argonization or the Group

Our global compensation strategy policy has been implemented to address the needs of every local market, with enough flexibility to adapt to each region where the company is present. The developed system ensures that all positions are evaluated and graded accoraing to a methodology designed to ensure fairness, through an approved salary band for each position within the organization's matrix. The defined salary bands are based on market benchmarks.
EDPR workforce has grown at a high pace, to guarantee the staff availability to support the growth of the organization. At the end of 2010 EDPR had a total headcount of 833, corresponding to a 14% increase compared to that of 2009. EDPR EU accounts for 49% of the total workforce, EDPR NA 40%, EDPR BR 2% and Holding the remaining 9%.
| Headcount at year-end | 2010 | 2009 | Var (%) |
|---|---|---|---|
| EDPR EU | 398 | રૂરિટ | 9% |
| EDPR NA (1) | 332 | 303 | 10% |
| EDPR BR | 17 | 8 | 113% |
| Holding 121 | 75 | 45 | 40% |
| Total | 822 | 721 | 14% |
Note: figures don't include the Board of Directors
[1] EDPR NA headcount includes Executive Committee
(2) In 2010, 8 holding employees were based in North America; 67 in Europe, whereas in 2009, every holding employee was based in Europe. The high increase of holding's headcount resulted from internal transfers.
Throughout the year, 171 new employees joined the company while 70 left, resulting a furnover ratio of 15%, in line with the previous year,
| Employees' Tumover | 2010 | 2009 |
|---|---|---|
| Chart Variation | ||
| Number of hires | 171 | ોર્ટર્ |
| Number of dismissals | 70 | ર્સ્ટ |
| Total Turnover | 15% | 15% |
| Turnover by Gender | ||
| Male | 16% | 16% |
| Female |
12% | 14% |
| Turnover by Age Range | ||
| Less than 30 years old | 1 4% | 20% |
| Between 30 and 39 years old | 14% | 14% |
| Over 40 years old | 17% | 13% |
| Turnover by Platform | ||
| EDPR EU | 11% | 12% |
| EDPR NA | 18% | 18% |
| EDPR BR | 41% | 50% |
| Holding | 13% | 17% |
As announced in 2009 Annual Report, the company was committed to progress in 2010 towards a 360 degree evaluation model and during the last quarter of the year, a global evaluation model of this type has been implemented.
All our employees are covered by our performance evaluation system. This system collects information from seven data sources to evaluate employee performance: oneself, 2 peers, 3 subordinates and the manager.
To guarantee the success of the implementation of the new evaluation tool, in 2010 the Human Resources department created "The Guide to the Potential and Performance Appraisal" to help our employees to have easy access to all the information they needed as they worked through the appraisal process, and could master the tools, timeframes and procedures that go along with the appraisal of their activity. In order to communicate this guide to all employees, videos were designed and put on our intranet. EDPR launched a contest for all employees in the company, and the winners were the employees who answered correctly to the questions and did his/her evaluation on time.
Performance and potential evaluations are based on the company strategic competencies, key performance indicators and a Global Assessment. By defining and evaluating gaps, continuous feedback interviews are encouraged and employees are also asked to build up an Individual Development Plan. In EDPR we encourage all the employees to create its own Individual Development Plan as one of the most relevant support tools in all EDPR employees' development.
In 2010, EDPR decided to separate the performance evaluation from the potential evaluation processes. The processes take place at different times, but the period they appraise is the same.
EDPR is committed to offer its employees an attractive career development plan, and also offers continuous education and training activities.
Moreover, the development of our employees is a strategic objective for EDPR in order to align current and future demands of the organization with employees' capabilities, while fulfilling their professional development expectations and support their continued employability.
In 2010, EDPR almost doubled the number of training hours from 2009 to 26.697, The total investment was increased by 122%, reaching €669,074.
Beyond the commercial activities, EDP Renováveis supports EDP Inovação (EDPI) in developing a pilot project in order to deploy a wind turbine installed on floating structure off the Portuguese coast. Such floating structure is a patented technology named Windfloat owned by Principle Power, whom EDPI has a memorandum of understanding, providing privilege access to the technology.
No relevant subsequent events occurred until 24th February 2011
EDP Renováveis, has adopted the governance structure in effect in Spain. It comprises a General Meeting of Shareholders, that is the sovereign body , and a Board of Directors that represents and manages the company.
The Company's Board of Directors has set up four committees. These are the Executive Committee, the Audit and Control Committee, the Nomination and Remuneration Committee and the Committee on Related-Party Transactions.


The governance model of EDPR is designed to ensure the transparent, meticulous separation of duties and the specialisation of supervision.
The purpose of the choice of this model by EDPR is to adapt the Company's corporate governance structure to the Portuguese legislation. The governance model adopted by EDPR therefore seeks, insofar as it is compatible with its personal law, to correspond to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
The choice of this model is essentially an attempt to establish compatibility between two different systems of company law, which can be considered applicable to the model.
The experience of institutional operating indicates that the governance model adopted by the shareholders is appropriote to the corporate organisation of EDP Renováveis activity, especially because it affords a healthy balance between the management functions of the Executive Committee, the supervisory functions of the Audit and Control Committee and oversight by different specialised Board of Directors committees.
The institutional and functional relationship between the Executive Committee, Audit and Control Committee and the other non-executive members of the Board of Directors has been proved very positive and has fostered internal harmony conducive to the development of the company's businesses.
In order to ensure a better understanding by its shareholders of EDP Renováveis corporate governance, the Company posts its updated Articles of Association on www.edprenovaveis.com.
The General Meeting when properly convened, has the power to decide and adopt majority decisions on matters that the Articles of Association set forth that it should be decided and be submitted for its approval.
The Board of the General Meeting is responsible for organising its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of Directors, or his/her subsitivte, the other Board members and the Secretary of the Board of Directors.
The Board of Directors has the broadest powers for the management and governance of the Company, with no limitations other than the competences expressly allocated exclusively to the General Meeting of Shareholders by law or the Articles of Association.
| Position | Date of Appointment | End of Term |
|---|---|---|
| Chairman and Director |
18/03/2008 | 18/03/2011 |
| Vice- Chairman. CFO |
18/03/2008 | 18/03/2011 |
| Director | 18/03/2008 | 18/03/2011 |
| Director | 18/03/2008 | 18/03/2011 |
| Director | 18/03/2008 | 18/03/2011 |
| Director António Nogueira Leite (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
14/04/2009 | 14/04/2012 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |
| Director | 04/06/2008 | 04/06/2011 |
| Director (Independent) |
04/06/2008 | 04/06/2011 |


The EDPR share capital of EUR 4,361,540,810 is represented by 872,308,162 shares with a face value of EUR 5 each. All shares integrate a single class and are fully issued and paid. There are no holders of special rights.
Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDPR shares.
As far as the Board of Directors of EDPR is aware, there are currently no shareholders' agreements regarding the Company.
The breakdown of the EDPR structure by region and investor type at 31 December 2010 was as follows:

At the end of 2010, EDPR's free float comprises more than 120,000 institutional and private investors in over 50 countries with special focus on Portugal, United Kingdom, United States and Rest of Europe. Institutional investors represented 79% of the free float, with private investors standing for the remaining with 21%.
Geographic Breakdown of Free Float

Investor Type of Free Float


�EDP - Energias de Portugal, S.A. a Hidroeléctrica del Cantábrico, S.A. 14 Free Float
Qualifying shareholdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholders' holdings. As of December 31, 2010, no qualifying Shareholdings in EDPR with the exception of EDP – Energias de Portugal, S.A were identified.
| Shareholder | No Shares % Capital % Vote | ||
|---|---|---|---|
| EDP - Energias de Portugal, S.A. | |||
| EDP—Energias de Portugal Sucursal en España, S.A. | 541.027.156 | 62.0% | 62.0% |
| Hidroeléctrica del Cantábrico. S. A. | 135.256.700 | 15.5% | 15,5% |
| Total | 676.283.856 | 77,5% | 77.5% |
EDP Renováveis share are of a single class and series and have been fully paid up. There are no holders of special rights.
Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDP Renováveis shares.
On the General Shareholder's meeting of April 13th, it was approved to authorize the Board of Directors for the acquisition and transmission of own shares by the Company and/or the affiliate companies through their management bodies for a term of five years from the date of the General Shareholders Meeting, in accordance with the terms approved in the meetting that are available on the companies website. Up to date of this report the Company has not executed any acquisition and consequently transmission of own shares.
As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.
The shares representing 100% of the EDPR share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on June 4th 2008. The then the free float level is unchanged at 22.5%.
| EDP Renóvaveis, S.A. | |||
|---|---|---|---|
| Shares Share Capital |
€4.361.540,810 | ||
| Nominal Share Value | €5.00 | ||
| N.º of Shares | 872,308.162 | ||
| Date of IPO | June 4th 2008 | ||
| NYSE Euronext Lisbon Reuters RIC Bloomberg ાડામ |
EDPR.LS EDPR PL FS0127797019 |
EDPR's equity market value at December 31* 2010 was EUR 3.8 billion. In 2010 the share price depreciated by 35% to EUR 4.34 per share, underperforming the PSI-20 {the NYSE Euronext Lisbon reference index), the Euronext 100 and the Dow Jones Eurostoxx Utilities ("SX6E"). The year's low was recorded on November 30™ (EUR 3.72) and the year's high was reached on January 8th (EUR 7.01).

In 2010 were traded more than 311 million EDPR shares, representing a 21% year-on-year increase in its liquidity, and corresponding to a turnover of approximately EUR 1.5 billion. On average, 1.2 million shares were traded per day. The total number of shares traded represented 36% of the total shares admitted to trading and to 159% of the company's free float, translating in the higher liquidity level since the IPO.


This report has been prepared by EDP Renováveis, S.A. (the "Company") to support the presentation 2010 financial and operational performances. Therefore, the disclosure or publish of this document for any other purpose without the express and prior written consent of the Company is not allowed. EDP Renováveis does not assume any responsibility for this report if it is used for different purposes.
This document has not been audited by any independent third porty. Therefore, the information contained in the report was not verified for its impartiality, accuracy, completeness or correctness.
Neither the Company -including any of its subsidiaries, any company of EDP Renováveis Group and any of the companies in which they have a shareholding-, nor their advisors or representatives assume any responsibility whatsoever, including negligence or any other concept, in relation with the damages or losses that may be derived from the use of the present document and its attachments.
Any information regarding the performance of EDP Renováveis share price cannot be used as a guide for future performance.
Neither this document nor any of its parts have a contractual nature, and it can not be used to complement or interpret any contract or any other kind of commitment.
The present document does not constitute an offer or invitation to acquire, subscribe, sell or exchange shares or securities.
The 2010 management report contains forward-looking information and statements about the Company that are not historical facts. Although EDP Renováveis is confident these expectations are reasonable, they are subject to several risks and uncertainties that are not predictable or quantifiable in advance. Therefore, future results and developments may differ from these forward-looking statements. Given this, forward-looking statements are not guarantees of future performance.
The forward-looking information and statements herein contained are based on the information available at the date of the present document. Except when required by applicable law, the Company does not assume any obligation to publicly update or revise said forward-looking information or statements.


Corporate Governance Report December 2010
I. Main positions held by members of Board of Directors over the last five years
II. Current positions of the members of the Board of Directors in companies not belonging to the same group as EDP Renováveis, S.A.
III. Current positions of the members of the Board of Directors in companies belonging to the same group as EDP Renováveis, S.A.
IV. Board of Directors and Secretary of the Board
V. Shares of EDP Renováveis owned by members of the Board of Directors as at 31.12.2010
EXTRACT OF MINUTES OF GENERAL MEETING OF SHAREHOLDERS
EDP Renovaveis - 2010 Corporate Governance Report
EDP Renováveis, S.A. (hereinafter referred to as EDP Renováveis, EDPR or the Company) is a Spanish company listed on a regulated market in Portugal. EDP Renováveis' corporate organization is subject to the recommendations contained in the Portuguese Corporate Governance Code ("Código de Governo das Sociedades") approved by the CMVM (Portuguese Securities Market Commission) in January 2010. This governance code is available to the public at the CMVM website (www.cmvm.pt).
EDPR states that it has adopted in full the CMVM recommendations on the governance of listed companies provided in the Portuguese Corporate Governance Code, with the exception of Recommendation 11.2.2 of the code, which has not been adopted for the reasons indicated below.
The following table shows the CMVM recommendations set forth in the code and indicates whether or not they have been fully adopted by EDPR and the place in this report in which they are described in more detoil.
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| I. GENERAL MEETING OF SHAREHOLDERS 1.1 GENERAL MEETING BOARD |
||
| 1.1.1 The Presiding Board af the General Meeting shall be equipped with the necessary and adequate human resources and logistic support, taking the financial position of the compony into consideration. |
Adopted | 4.6 |
| 1.1.2 The remuneration of the Presiding Board of the General Meeting shall be disclosed in the Annual Report on Corporate Gavernance. |
Adopted | 4.6 |
| 1.2 PARTICIPATION AT THE MEETING | ||
| 1.2.1 The requirement for the Board to receive statements for share deposit or blocking far participation at the general meeting shall not exceed 5 warking days. |
Adapted | 4.2 |
| 1.2.2 Shauld the General Meeting be suspended. the compony shall not compel share blocking during that period until the meeting is resumed and shall then prepore itself in advance as required far the first session. |
Adopted | 4.2 |
| Adoption information | Description in Report |
|---|---|
| Adopled | 4.4 |
| Adopted | 4.4 |
| Adopted | 4.3 |
| Adopted | 4.5 |
| Adopted | 4.7 |
| Adopted | 4.8 |
| (5 year intervals), on whether that statutory provision is to be amended or prevoils - without super quorum requirements as to the one legally in force - and that in said resolution, all votes issued be counted, without opplying said restriction. 1.6.2 In cases such as change at control or chonges to the composition of the Board of Directors, defensive measures shall not be adapted that instigate immediate and serious Not applicoble asset erosion in the compony, and further disturb the free transmission of shares and voluntory performonce ossessment by the shoreholders af the members of the Board of Directors. BOARD OF DIRECTORS AND SUPERVISORY - BOARD II.1 General Points II.1.1 Structure and Dutles II.1.1.1 The Boord of Directors sholl ossess the adopted model in its Annual Report on Carporate Governance and pin-point possible 1.1/1.5 Adopted hold-ups to its functioning and sholl propose meosures that it deems fit for surpassing such obstacles. |
Description in Report |
|---|---|
| II.1.1.2 Companies shall set up internal control and risk monogement systems in order to sofeguard the compony's worth ond which will identify and manoge the risk. Said systems shall include at least the following components: i) setting of the compony's strategic objectives os regards risk assumption; ii) identifying the main risks associoted to the company's activity ond ony events thot might generate risks; Adopted iii) onolyze and determine the extent of the 3.7 impact and the likelihood that each af soid potential risks will occur; iv) risk management aimed of oligning those octual incurred risks with the compony's strategic options for risk assumption; v) control mechanisms for executing measures for adapted risk management ond its effectiveness: vi} adoption of internol mechanisms for information and communicotion on several |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| components of the system and of risk warning; vii) periodic assessment of the implemented system and the adoption of the amendments that are deemed necessary. |
||
| 11.1.1.3 The Board of Directors shall ensure the establishment and functioning of the internal control and risk management systems. The Supervisory Board shall be responsible for assessing the functioning of said systems and proposing the relevant adjustment to the campany's needs. |
Adopted | 3.3.2/3.7 |
| II.1.1.4 The campanies shall: i] identify the main econamic, financial and legal risk that the campany is expased ta during the exercise af its activity; ii) describe the performance and efficiency of the risk management system, in its Annual Repart on Carporate Gavernance. |
Adopted | 3.7.2 |
| II.1.1.5 The Baard at Directors and the Supervisory Board shall establish internal regulatians and shall have these disclosed on the company's website. |
Adopted | 3.1 |
| II. 1 .2 Incompatibility Governance and Independence 11.1.2.1 The Baard of Directors shall include a number of non-executive members that ensure the efficient supervision, auditing and assessment af the executive members' octivity. |
Adopted | 1.2.2 /3.1.3/0.1 |
| II.1.2.2 Nan-executive members must include an adequate number af independent members. The size of the campany ond its shareholder structure must be taken into account when devising this number and may never be less than a fourth of the total number of Baard of Directors. |
Adopted | 1.2.2/0.1 |
| II.1.2.3 The independency assessment at its nan- executive members carried aut by the Baard of Directors shall take into accaunt the legal and regulatory rules in force concerning the independency requirements and the incampatibility framework applicable to members of other carparate baards, which ensure orderly and sequential coherence in applying independency criteria to oll the company. An independent executive member shall nat be cansidered as such, if in another carparate board and by tarce of applicable |
Adapted | 0. |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| rules, may not be an independent executive member. |
||
| II.1.3 Eligibility and Appointment Criteria | ||
| II.1.3.1 Depending on the applicable model, the Chair of the Supervisory Board and of the Auditing and Finoncial Matters Committees shall be independent and adequately competent to cary out his/her duties. |
Adopted | 3.3.1 |
| 11.1.3.2 The selection process of candidates for non-executive members shall be conjured so as prevent interference by executive members. |
Adapted | 3.5 |
| 11.1.4 Policy on the Reporting of Irregularities | ||
| 11.1.4.1 The company shall adopt a palicy whereby irregularifies accuming within the company are reported. Such reports shall contain the following information: i) the means by which such irregularities may be reported internally, including the persons that are entitled to receive the reparts; ii) how the report is to be handled, including confidential treotment, should it be required by the reporter. |
Adopled | 3.9 |
| 11.1.4.2 The general guidelines on this policy shall | ||
| be disclosed in the Annual Report of Corporate Governance. |
Adapted | 3.9 |
| II.1.5 Remuneration | ||
| II,1,5.1 The remunerotion of the members of the Board of Directors shall be structured so that the farmers' interests are capable of being aligned with the long-term interests of the campany. Furthermore, the remuneratian shall be bose on performance assessment and shall discouroge taking on extreme risk. Thus, remunerations shall be structured as follaws: i] The remunerotion of the Board of Directors carrying out executive dufies shall include a variable element which is determined by a perfarmance assessment carried out by the campany's competent badies according ta pre- established quontifiable criteria. Soid criteria shall take into cansideration the company's real growth and the actual growth generated for the sharehalders, its long-ferm sustainability and the risks taken on, as well as campliance with the rules applicable to the company's activity. ii) The variable component of the remunerolion |
Adopted | 5.1/5.2/5.3 |
| Adoption information |
|---|
Description in Report
shall be reasonoble overall as regard the fixed companent of the remuneration and maximum limits shall be set for all components.
Recommendation
iii) A significant part af the varioble remuneratian shall be deferred far a period nat less thon three years and its payment sholl depend of the campony's steody positive performonce during said period;
iv) Members af the Boord of Directors shall not enter into contracts with the company or third porties that will hove the effect of mitigoting the risk inherent in the voriability of the remuneration established by the compony:
v) The Executive Directors shall hold, up to twice the value of the total annual remuneration, the company shares that were ollotted by virtue of the variable remunerotion schemes, with the exception of those shares that ore required to be sold for the payment of taxes on the gains of said shores:
vi) When the varioble remuneration includes stock options, the period for exercising same sholl be deferred for o period of not less than three veors:
vii) The appropriote legol instruments shall be established so thot in the event of a Director's dismissol without due cause, the envisoged compensotion shall not be paid out if the dismissal or termination by agreement is due to the Director's inadequate performonce:
viii| The remuneration of Non-Executive Directors shall not include ony component the value af which is subject to the performance ar the value of the campany.
11.1.5.2 A statement on the remuneration policy of the Board of Directors ond Supervisory Boord referred to in Article 2 of Law No. 28/2009 of June 19th, shall contoin, in oddition to the content therein stoted, adequate information on: i} which groups of companies the remuneration policy and proctices of which were taken as a boseline for setting the remuneration;
ii) the payments for the dismissal or termination by ogreement of the Director's duties,
II.1.5.3 The remuneration policy statement referred to in Article 2 of Law No. 28/2009 shall olso include the Director's remunerotions which contoin an important voriable component,
Adopted 5.4/5.2 Adopted
5.4
<-- PDF CHUNK SEPARATOR -->
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| within the meaning of Article 248-B/3 of the Securities Code. The statement shall be detailed ond the policy presented shall particularly take the long-term performance of the company, compliance with the rules applicable to its business and restraint in taking risks into account. II.1.5.4 A propasal shall be submitted at the General Meeting on the approval of plans for |
||
| the allatment af shares and/ar aptions for share purchase ar further yet an the variatians in share process, to members of the Baard of Directars and Supervisory Baard and other managers within the cantext of Article 248/3/B af the Securities Cade. The prapasal shall cantain the |
Nat applicable | 5.1/5.7 |
| regulatian plan ar in its absence, the plan's conditions. The main charoctenstics af the refirement benefit plans established far members of the Baard af Directors and Supervisary Baard ond other monogers within the cantext of Article 248/3/B of the Securities Code, shall also be approved at the General Meeting. |
||
| 11.1 .5.5 Doesn't exist | ||
| 11.1.5.6 At least one of the Remuneration Committee's representatives shall be present of the Annual General Meeting for Shareholders. |
Adopted | 5.6 |
| II.1.5.7 The amount of remuneration received, as a whole and individually, in other componies of the graup and the pensian rights acquired during the financial year in question shall be disclosed in the Annuol Report on Corparate Governance. |
Adopted | 5.3 |
| 11.2 Board of Directors | ||
| 11.2.1 Within the limits established by law far each management ond supervisary structure. and unless the company is of o reduced size, the Board af Directors shall delegate the day-ta-day running and the delegoted duties shall be |
Adapted | 3.2.1.2 |
| identified in the Annual Corporate Governonce Repart. |
||
| 11.2.2 The Board of Directors must ensure that the compony acts in accordance with its goals and |
Not Adopted | |
| shall not delegate its duties, namely in what ("Under Spanish Law, the matters referred ta in | ||
| concerns: | this recommendation con be delegated by the | |
| strategy and policies: | i) the definition af the company's general Board of Directors to the Executive Committee. It is camman practice in Spanish listed companies |
|
| ii) the definition of the graup's carparate for the delegation af pawers to be far-reaching, |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| structure; iii)decisions token that are considered to be preparation of accounts"). strategic due to the amounts, risk and particular characteristics involved. |
with the exception of matters related to the | |
| 11.2.3 Should the Chair of the Boord of Directors carry out executive duties, the Boord of Directors shall set up efficient mechanisms for coordinating non-executive members that can ensure that these may decide upan, in an independent and informed manner, and furthermare shall explain these mechanisms to the shareholders in the Corparate Gavernance Report. |
Adopted | 3.1 .3 |
| 11.2.4 The annuol management repart shall include a description of the activity corned out by the Nan-Executive Directors and shall mention ony restraints encountered. |
Adopted | 3.1.3 |
| 11.2.5 The company shall expound its policy of portfolio rototion on the Board of Directors, including the person respansible for the financial portfolio, ond report on same in the Annual Corporate Governance Report. |
Adapted | 3.5 |
| II.3 CEO, Executive Committee and Executive Board of Directors |
||
| II.3.1 When managing Directors that carry out execulive duties are requested by other Directors to supply information, the former must do so in a timely manner and the information supplied must adequately suffice the request mode. |
Adopted | 3.2.1.3/3.1.3 |
| 11.3.2 The Chair of the Executive Committee shall send the convening notice and minutes of the meetings to the Choir of the Board of Directors and, as applicoble. to the Chair of the Supervisory Board or the Auditing Committee, respectively. |
Adopted | 3.2.1.3 |
| 11.3.3 The Chair of the Boord of Directors shall send the canvening notices and minutes of the meetings to the Choir of the General and Supervisary Board and the Chair of the Financiol Matters Committee. |
Not applicable | |
| II.4 General and Supervisory Board, Financial Matters Committee, Audit Committee and Supervisory Board |
||
| II.4.1 Besides carrying out its supervisory duties, | Not opplicable |
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| the General and Supervisory Board shall advise, tollow-up and carry out an on-going assessment on the management of the compony by the Executive Board of Directors. Besides other subject matters, the General and Supervisory Boord shall decide on: i) the definition of the strategy and general policies of the company; ii) the corporate structure of the graup; and iii) decisians taken that are considered to be strategic due to the amounts, risk and particular characteristics involved. |
||
| 11.4.2 The onnual reports and tinancial infarmatian on the activity camed aut by the General and Supervisory Committee, the Finonciol Matters Committee, the Auditing and Supervisory Committee must be disclosed on the company's website. |
Adopted | 3.3.4/6.2.5 |
| 11.4.3 The annual reports on the activity carried aut by the General and Supervisory Board, the Finoncial Matters Committee, the Audit Committee and the Supervisory Baard must include a description on the supervisary octivity and shall mention ony restroints that they may have come up against. |
Adopted | 3.3.4 |
| 11.4.4 The General and Supervisory Boord, the Auditing Committee ond the Supervisory Boord (depending an the applicable model) shall represent the campany for all purposes at the external auditor, and shall propose the services supplier, the respective remuneration, ensure thot adequate conditions for the supply of these services are in ploce within the company, as well as being liaisan affer between the company and the first recipient of the reports. |
Adopted | 3.3.2 |
| 11.4.5 Accarding to the applicable model, the Generol and Supervisory Board, Audit Committee and Supervisory Board shall assess the external auditar on an annual basis and advise the General Meeting that he/she be discharged whenever justifiable graunds are present. |
Adapted | 3.3.2/3.8 |
| 11.4.6 The internal audit services and thase that ensure campliance with the rules applicable to the company {complionce services) shall functianally report ta the Audit Committee, the General and Supervisory Board ar in the case of |
Adopted | 3.3.2 |
EDP Renováveis - 2010 Corporate Governance Report
11 / 100
| Recommendation | Adoption information | Description in Report |
|---|---|---|
| companies adopting the Latin model, an | ||
| independent Director ar Supervisory Board, | ||
| regardless af the hierarchical relatianship that | ||
| these services have with the executive | ||
| management of the campany. | ||
| 11.5 Special Committees | ||
| II.5.1 Unless the company is of reduced size and | ||
| depending on the adapted model, the Board of | ||
| Directors and the General and Supervisary | ||
| Committees, shall set up the necessary | ||
| Committees in order to: | ||
| i) ensure that a competent and independent | ||
| ossessment of the Executive Director's |
||
| performonce is corried out, as well os its own | ||
| overall performonce and further yet, the | Adopled | 1.1/1.5/3.3.2/3.2.2.2 |
| performonce of oll existing committees; | ||
| ii) study the adopted gavemonce system and | ||
| venty its efficiency and propose to the | ||
| campetent bodies, measures to be carried out | ||
| with a view to its improvements; | ||
| iii) in due lime identify potential candidotes with | ||
| the high profile required for the performonce of | ||
| Director's duties. | ||
| 11.5.2 Members of the Remunerotion Committee | Not applicoble | |
| or equivalent shall be independent from the | ||
| members of the Boord of Directors ond include ("The members of the Nominations and | ||
| at leost one member with knowledge and Remunerations Committee are members of the | ||
| experience in motters of remuneration policy. Boord of Directors. However, its members are | ||
| considered independent members and do not | ||
| therefore belong to the Executive Committee. In | ||
| occordonce with Articles 23 ond 217 of the | 1.2.6.2/3.2.2.1 | |
| Sponish Componies Low, the remuneration | ||
| scheme for Directors should be fixed in the | ||
| articles of ossociation. It is normal proctice in | ||
| Sponish componies for this remuneration to be | ||
| decided upon by the General Meeting of | ||
| Shareholders and for its allocation to the | ||
| different members of the Board of Directars ta be | ||
| decided on by the Board itself."). | ||
| 11.5.3 Any noturol or legol person which provides | ||
| or has provided, over the post three years, | ||
| services to ony structure subject to the Boord of | ||
| Directors, to the Board of Directors of the | ||
| company or that has to do with the current | Adopted | 3.2.2 |
recommendotion also opplies to ony notural or
..... :
cansultant to the company shall not be recruited to assist the Remunerotion Committee. This
| Recommendation | Adoption information | Description In Report |
|---|---|---|
| legol person who hos on employment contract | ||
| or provides services. | ||
| 11.5.4 All the Committees sholl draw up minutes of | 3.2.1.3/3.2.2.3/ | |
| the meetings held. | Adopted | 3.2.3.3/3.3.3 |
| III. INFORMATION AND AUDITING | ||
| III.1 General Disclosure Obligations | ||
| III.7.1 Companies shall maintain permanent | ||
| contact with the morket thus upholding the | ||
| principle of equality for shoreholders ond ensure | ||
| that investors are able ta access information in a | Adopted | 6.2.1 / 6.2.2 |
| uniform foshion. To this end, the company shall | ||
| create an Investor Assistance Unit. | ||
| III.1.2 The following informotion that is made | ||
| available on the company's Internet website | ||
| sholl be disclosed in the English language: | ||
| o) The campany, public company status, | ||
| headquarters and remaining dato provided for | ||
| in Article 171 af the Partuguese Commercial | ||
| Campanies Cade; | ||
| b) Articles of Association; | ||
| c) Credentials of the Members of the Boord of | Adopted | 6.2.5 |
| Directors and the Market Liaison Officer: | ||
| d) Investor Relations Office, its functions and | ||
| contact information; | ||
| e) Financial statements; | ||
| f ) Half-yearly calendar of company events; | ||
| g) Proposals submitted for discussion and voting | ||
| at general meetings; | ||
| h) Invitotion to generol meetings. | ||
| III.1.3. Companies sholl advocate the rotation of | ||
| auditors after two or three terms in occordance | ||
| with four or three yeors respectively. Their | ||
| continuance beyond this period must be based | ||
| on a specific opinion for the Supervisory Board to | Adopted | 3.8 |
| formally consider the conditions of auditor | ||
| independence and the benefits ond costs of | ||
| replacement. | ||
| III.1.4. The external ouditor must, within its | ||
| verify the implementation of powers. |
||
| remuneration policies ond systems, the efficiency | ||
| and functioning of internal control mechanisms | Adopted | 3.8 |
| and report any shortcomings to the campany's | ||
| Supervisory Board. | ||
| III.1.5. The company sholl not recruit the external | Adapted | 5.8 |
| Description in | ||
|---|---|---|
| Recommendation | Adoption information | Report |
| auditor for services other than audit services, nor any entity with which same takes port or incorporates the same network. Where recruiting such services is called for, soid services should not be greater than 30% of the value of services rendered to the company. The hiring of these services must be approved by the Supervisory Board and must be expounded in the Annual Corporate Governance Report. IV. CONFLICTS OF INTEREST |
||
| IV. 1 Shareholder Relationship | ||
| IV.1.1 Where deals are concluded between the company ond shareholders with qualifying holdings, or entifies with which same are linked in occardance with Article 20 of the Securities Code, such deals sholl be carried out in normal market conditions. |
Adopted | 3.6 |
| IV.1.2 Where deals of significont importance are undertoken with holders of qualitying holdings, or entities, with which same are linked in accordance with Article 20 of the Securities Cade, such deals shall be subject to a |
Adopted (According to the Sponish law and the governonce structure, these functions were 3.2.3.2 / 3.3.2 |
|
| preliminary opinion from the Supervisory Boord. The procedures and criteria required to define the relevont level of significonce of these deals and other conditions shall be estoblished by the Supervices (Road Scard |
delegoted by the Board of Directors to the Reloted-Party Tronsactions Cammittee ond the Audit ond Control Committee) |
Article 20.2 of the EDPR's Articles of Association defines as independent members of the Board of Directors that are able to perform their offices without being limited by relations with the company, its shareholders with significant holdings or its Directors and meet the other legal requirements.
For the purpose of this statement of compliance with independence criteria and for the sake of comparison between EDPR and the other companies listed on Eurolist by Euronext Lisbon in matters of compliance with corporate governance recommendations, we have also considered the criteria for appraising independence and incompatibilities set forth in Articles 414-A (1), (save for paragraph b)), 414 (5) and 423-B nº 4 both of the Portuguese Commercial Companies Code ("Código das Sociedades Comerciais"), and so the Board of Directors of EDPR considers that the following Directors meet cumulatively (i) these criteria of independence required by law and the Articles of Association and (ii) if they were to apply those criteria of incompatibilities as legally defined:
| Name | Position | Date of End of |
|
|---|---|---|---|
| Appointment Term | |||
| António Nogueira Leite | Director (Independent) Chairperson of the Related-Party Transactions 04-06-2008 Committee |
04-06-2011 | |
| Daniel M. Kammen | Director (Independent) | 04-06-2008 | 04-06-2011 |
| Francisco Jasé Queiraz de Barros de Director (Independent) Locerda |
Member af Audit and Cantral Committee | 04-06-2008 | 04-06-2011 |
| Gilles August | Directar (Independent) | 14-04-2009 | 14-04-2012 |
| João Lapes Raimundo | Director (Independent) Member of the Naminations and Remunerations 04-06-2008 Cammittee |
04-06-2011 | |
| Joga Mella Franco | Director (Independent) Choirperson of Audit and Control Committee And Member of the Related-Party Transactions Cammittee |
04-06-2008 | 04-06-2011 |
| Jarge Santos | Director (Independent) Chairpersan af the Nominatians and Remunerations 04-06-2008 Cammittee |
04-06-2011 | |
| José Araúja e Silva | Directar (Independent) | 04-06-2008 | 04-06-2011 |
| José Silva Lapes | Directar (Independent) Member of the Audit and Control Cammittee |
04-06-2008 | 04-06-2011 |
| Rafael Caldeira Valverde | Director (Independent) Member of the Nominations and Remunerations 04-06-2008 Committee |
04-06-2011 |
EDPR has adopted the governance structure in effect in Spain. It comprises a General Meeting of Shareholders, which expresses corporate wishes, and a Board of Directors that represents and manages the company.
As required by law and the Articles of Association, the Company's Board of Directors has set up four committees. These are the Executive Committee, the Audit and Control Committee, the Nominations ond Remunerations Committee and the Committee on Related-Party Transactions. The Company's governance structure is shown in the chart below.

The governance model of EDPR is designed to ensure the transparent, meticulous separation of duties and the specialization of supervision. The most important bodies in the management and supervision model at EDPR are the following:
The purpose of the choice of this model by EDPR is to adapt the Company's corporote governance structure to the Portuguese legislation. The governance model adopted by EDPR therefore seeks, insofar as it is compatible with its personal law, to correspond to the so-called "Anglo-Saxon" model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit and Control Committee.
The choice of this model is essentially an attempt to establish compatibility between two different systems of company law, which can be considered applicable to this model.
The experience of institutional operating indicates that the governance model adopted by the shareholders is appropriate to the corporate organization of EDPR activity, especially because it affords transparency and an healthy balance between the management functions of the Executive Committee, the supervisory functions of the Audit and Control Committee and oversight by different specialized Board of Directors committees.
The institutional and functional relotionship between the Executive Committee, the Audit and Control Committee and the other non-executive members of the Board of Directors has been of internal harmony conducive to the development of the company's business.
In order to ensure a better understanding of EDPR corporate governance by its shareholders, the Company posts its updated Articles of Association at www.edprenovaveis.com.
The General Meeting of Shareholders, when properly convened, has the power to decide and adopt majority decisions on matters that the law and the Articles of Association set forth that it should be decided and be submitted for its approval.
The Board of the General Meeting of Shareholders', through the Chairperson of the General Meeting, is responsible for organizing its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of the Board of Directors, or his substitute, the other Directors and the Secretary of the Board of Directors.
The Ordinary General Meeting shall meet annually within the first six [6] months of the year and shall include the following matters:
· Evaluation of the Company's management and approval of the annual accounts from the previous financial year, management report and decision on the application of the previous fiscal year's income or loss;
The Chairperson of the General Meeting shall:
The Chairperson of the General Meeting was appointed on June 4th 2008.
Chairperson of the General Meeting
Rui Chancerelle de Machete
The Board of Directors has the broadest powers for the management and governance of the Company, with no limitations other than the competences expressly allocated exclusively by the General Meeting of Shareholders, by law or the Articles of Association.
The structure, competences and functioning of the Board of Directors are described in more detail in point 3.1. The Board of Directors currently consists of the following sixteen (16) members:
| Name | Position | Date of Appointment | End of Term |
|---|---|---|---|
| António Mexia | Chairperson and Director | 18/03/2008 | 18/03/2011 |
| Ana Moria Fernandes | Vice-Chairperson, CEO | 18/03/2008 | 18/03/2011 |
| António Martins da Costo | Director | 18/03/2008 | 18/03/2011 |
| João Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| Antónia Nogueira Leite | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Daniel M. Kammen | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Froncisco José Queiroz de Barros de l acerda |
Director (Independent) | 04/06/2008 | 04/06/2011 |
| Gilles August | Director (Independent) | 14/04/2009 | 14/04/2012 |
| João Lopes Raimundo | Director {Independent} | 04/06/2008 | 04/06/2011 |
| João Manuel de Mello Franco | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Jorge Santos | Director (Independent) | 04/06/2008 | 04/06/2011 |
| José Araujo e Silva | Director (Independent) | 04/06/2008 | 04/06/2011 |
| José Silva Lopes | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Manuel Menéndez Menéndez | Director | 04/06/2008 | 04/06/2011 |
| Rafael Caldeira Valverde | Director (Independent) | 04/06/2008 | 04/06/2011 |
The positions held by the members of the Board in the last five (5) years, those that they currently hold and positions in Group and non-Group companies are listed in Annexes I, II and III, respectively. Annex IV also gives a brief description of the Directors' professional and academic careers.
Finally, the shares of EDPR owned by each Director are described in the table in Annex V.
The Chairperson of the Board is the Chairperson of the Compony and fully represents it, using the company name, implementing decisions of the General Meeting, Board of Directors and the Executive Committee.
Without prejudice to the powers of the Chairperson under the law and Articles of Association, he also has the following powers:
The Chairperson of the Board is appointed by the members of the Board of Directors, unless this is done by the General Meeting. The current Chairperson was appointed on March 18th 2008.
António Mexia
It is the Vice-Chairperson who replaces the Chairperson when he is unable to attend the meetings. The Board may also delegate executive powers to the Vice-Chairperson.
The Vice-Chairperson is appointed by the Board of Directors on the proposal of the Chairperson. The Vice-Chairperson was appointed on March 18th 2008.
Ano Maria Fernandes
The Board of Directors may appoint one or more Chief Executive Officers. Chief Executive Officers are appointed by a proposal of the Chairperson or two-thirds of the Directors. Chief Executive Officers are appointed with a vote in favor of two-thirds of the Directors and must be chosen from among the Directors.
The competences of each Chief Executive Officer are those deemed appropriate in each case by the Board, with the only requirement being that they are delegable under the law and Articles of Association.
The Chief Executive Officer was appointed on June 4th 2008 with competences including coordination of the implementation of Board and Executive Committee decisions, monitoring, leading and coordinating the management team appointed by the Executive Committee, representing the company in dealings with third parties and other related duties.
Ana Maria Fernandes
The duties of the Company Secretary are those set forth in current laws, the Articles of Association and Board Regulations. In particular, in accordance with the Board Regulations and in addition to those set forth in the Articles of Association, his competences are:
The Company Secretary, who is also the General Secretary and Director of the Legal Department at EDPR, was appointed on December 4th 2007.
Emilio Garcio-Conde Noriega
The structure, competences and operation of the Executive Committee, Nominations and Remunerations Committee and the Committee on Related-Party Transactions are described in point 3.2. Nonetheless, the nature of the committees and the names of their members are detailed below.
The Executive Committee is a permanent body to which all competences of the Board of Directors that are delegable under the law and the Articles of Association can be delegated, with the exception of;
The committee currently consists of five (5) members, who were appointed on June 4th 2008, plus the Secretary.
| Executive Committee | |
|---|---|
| Chairperson | António Mexia |
| CEO | Ana Maria Fernandes |
| António Mortins do Casta | |
| João Manso Neto | |
| Nuno Alves | |
| Secretary | Emilio Gorcío-Conde Noriega |
The members of the Executive Committee shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the Executive Committee at any time and the members may resign said positions while still remaining Company Directors.
The structure, competences and functioning of the Executive Committee are described in point 3.2.1.
The Nominations and Remunerations Committee is a permanent body with consultive and advisory nature and its recommendations and reports are not binding.
The Nominations and Remunerations Committee currently consists of three (3) independent members, who were appointed on June 4th 2008, plus the Secretary.
| Nominations and Remunerations Committee | ||
|---|---|---|
| Chairperson | Jorge Sontos | |
| João Lopes Roimundo | ||
| Rafael Caldeira Valverde | ||
| Secretary | Emilio Garcia-Conde Noriego |
None of the committee members are spouses or up to third-degree relatives in direct line of the other members of the Board of Directors.
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while still remaining Company Directors.
The structure, competences and functioning of the Nominations and Remunerations Committee are described in point 3.2.2.
The Committee on Related-Party Transactions is a body of the Board of Directors.
The committee currently consists of three (3) members, who were appointed on June 4th 2008, plus the Secretary.
| Committee on Related-Party Transactions | ||
|---|---|---|
| Chairperson | António Nogueira Leite | |
| João Manso Neto | ||
| João Manuel de Mella Franco | ||
| Secretary | Emilio García-Conde Noriego | |
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while still remaining Company Directors.
The structure, competences and functioning of the Committee on Related-Party Transactions are described in point 3.2.3.
The Audit and Control Committee is a permanent body and performs supervisory tasks independently from the Board of Directors.
The committee currently consists of three (3) members who are independent Directors and were appointed on June 4th 2008, plus the Secretary.
| udit and Control Committee | ||
|---|---|---|
| Chairperson | Joãa Monuel de Mella Franca | |
| Francisco José Queiroz de Borros de Locerdo | ||
| João Silva Lopes | ||
| Secretary | Emilia García-Cande Noriego |
The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while still remoining Company Directors.
The structure, competences and functioning of the Audit and Control Committee are described in point 3.3.
EDPR has adopted the following organization chart for its management:

The EDPR' Management Team was appointed by the Executive Committee on October 14th 2008 to manage the day-to-day running of the company. The Management Team is coordinated by the Chief Executive Officer, comprising four main oreas of responsibility assigned to four officers (the Chief Financial Officer, the Chief Business Development Officer, the Chief Operating Officer for Europe and the Chief Operating Officer for North America) and a Company Secretary and Legal Counsel. The functions and competences of the management team are as follows:
The job of the Chief Financial Officer is to propose and ensure the implementation of the Group's financial policy and management, including (i) negotiating, managing and controlling financing, (ii) optimizing cash management and (iii) proposing financial risk management policy; to coordinate and prepare budget and business plan of the Group, with the Group's business platforms; to manage the Group's monthly closing of accounts and financial statements, and ta analyze the financial and operational performance of the Graup; to manage relations with the Group's shareholders, potential investors and market analysts to promote the value of its shares on the capital market; and to coordinate the Group's procurement and its relations with main suppliers and ensuring the implementation of the Group's procurement strategy and policy.
Rui Teixeiro
The job of the Chief Business Development Officer is to assess investments, promote the development of EDPR business and set out the strategic risk guidelines for the company. In line
with the strategic plan and in coordination with the other members of the management team, he must optimize the value and risk profile of the group's business portfolio, while watching the evolution of markets and new technologies. His teams coordinate and implement new business development initiatives in new countries and are responsible for monitoring and assessing investments in the consolidated business platforms. Additionally he is now responsible within the Management Team for the renewable business in Brazil, a recent upstart within the EDPR portfolio.
Luis Adão da Fonseco
It is the job of the Chief Operating Officer for Europe to coordinate the EDPR European platform in establishing, developing and implementing the EDPR Group's strategic plan for the renewable energies business, draffing and implementing the strategic plan for Europe in accordance with the guidelines set by the Board of Directors of EDPR, planning, organizing and managing resources, controlling, measuring and improving the management of projects and subsidiary companies and achieving the results expected by the Group to make EDPR a leader in the renewable energy sector in Europe.
João Paula Costeira
The Chief Operating Officer for North America is responsible for coordinating the North American platform of EDPR in establishing, developing and implementing the EDPR Group's strategic plan for the renewable energies business, drafting and implementing the strategic plan for North America, in accordance with the guidelines set by the Board of Directors of EDPR, planning, organizing and managing resources, controlling, measuring and improving the management of projects and subsidiary companies and achieving the results expected by the Group to make EDPR a leader in the renewable energy sector in North America.
Gabriel Alonsa Imaz
He assists the Management Team in its legal, administrative and logistics activities to ensure that it functions effectively, provides legal advice to the group in order to guarantee compliance with applicable legislation, and provides legal support at Management meetings, including the circulation of its decisions.
Emilio Gorcía-Conde Noriega
In order to comply with the Recommendation II.1.1.1 of the Portuguese Corporate Governance Code and according to the results of the reflection made by the Audit and Control Committee (point 3.3.2) regarding the terms of the Recommendation 11.5.1 part ii), the governance model adopted has been ensuring an effective performance and articulation of EDPR Social Bodies, and proved to be adequate to the company's governance structure without any constraints to the performance of its checks and balances system adopted to justify the changes made in the Governance practices of EDPR.
0
The EDPR share capital of EUR 4,361,540,810 is represented by 872,308,162 shares with a face value of EUR 5 each. All shares integrate a single class and are fully issued and paid. There are no holders of special rights.
Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDPR shares.
As far as the Baard of Directors of EDPR is aware, there are currently no shareholders' agreements regarding the Company.
The breakdown of the EDPR structure by region and investor type at 31 December 2010 was as follows:

At the end of 2010, EDPR's tree float comprises more than 120,000 institutional and private investors in over 50 countries with special focus on Portugal, United Kingdom, United States and Rest of Europe. Institutional investors represented 79% of the free float, with private investors standing for the remaining with 21%.


Qualifying shareholdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholders' holdings. As of December 31, 2010, no qualifying Shareholdings in EDPR with the exception of EDP – Energias de Portugal, S.A were identified.
| Shareholder | Number of shares |
Capital Vote | % |
|---|---|---|---|
| EDP - Energias de Portugal, SA | |||
| EDP ~ Energias de Portugol, S.A. Sucursal | |||
| en España | 541.027.156 | 62.0% | 62.0% |
| Hidroeléctrica del Cantábrica. S.A. | 135.256.700 | 15.5% | 15.5% |
| Total | 676.283.856 | 77.5% | 77.5% |
Pursuant to Articles 10 and 19 et seq of the Articles of Association of EDPR, the Company's managing body is the Board of Directors, and there are faur committees stemming from it. They are the Executive Committee, the Audit and Control Committee, the Nominations and Remunerations Committee and the Committee on Related-Party Transactions.
Pursuant to Articles 20 and 21 of the Company's Articles of Association, the Board of Directors shall consist of no less than five (5) and no more than seventeen (17) Directors. Their term of office shall be three (3) years, and they may be re-elected once or more times for equal periods. The Board of Directors currently consists of sixteen (16) members, whose particulars were indicated in point 1.2.2 above.
Pursuant to Aticle 19 of the Company's Articles of Association, the Board of Directors has the broadest powers for the administration, management and governance of the Company, with no limitations other than the responsibilities expressly and exclusively invested in General Meeting of Shareholders in the Company's Articles of Association or in the applicable Iaw. The Board is therefore expressly empowered to:
extraordinary appeals, to discontinue or confess, to agree an early termination of a proceeding, to submit litigious questions to arbitration judges, and to cary out all sorts of notices and requirements and to grant a power of attorney to Court Representatives and other representatives, with the case-related powers and the powers which are usually granted to litigation cases and all the special powers applicable, and to revoke such powers;
Regarding the decisions to increase the share capital, the Board of Directors, by delegation from the General Meeting, may decide to increase the share capital once or several times. This delegation, which may be the subject of replacement, can include the power to demand a pre-emptive right in the issue of shares that are the subject of delegation and with the requirements established by law.
On the other hand, the General Meeting may also delegate to the Board of Directors the power to implement an adopted decision to increase the share capital, indicating the date of its implementation and establishing any other conditions that have not been specified by the General Meeting. This delegation may be the subject ot replacement. The Board of Directors may use this delegation wholly or in part and may also decide not to perform it in consideration of the conditions of the Company, the market or any particularly relevant events or circumstances that justify said decision, of which the General Meeting must be informed at the end of the time limit or limits for performing it.
In addition to the Articles of Association and the law, the Board of Directors is governed by the regulations approved on May 3th 2008. The regulations on the functioning of the Board are available to Company shareholders at the website www.edprenovaveis.com.
The Board of Directors must meet at least four (4) times a year, preferably once a quarter. Nonetheless, the Chairperson, on his own initiative or that of three (3) Directors, shall convene a Board meeting whenever he deems it necessary for the Company's interest. The Board of Directors held five (5) meetings during the year ended at December 31st 2010.
Meetings are convened by the Chairperson, who may order the Secretary to send the invitations. Invitations shall be sent at least five (5) days prior to the date of the meeting. Exceptionally, when the circumstances so require, the Chairperson may call a meeting of the Board without respecting the required advance notice.
The meetings of the Board are volid if half of the Directors plus one are present or represented. Directors shall attend Board meetings personally and, on exception, if they are unable to do so, they shall delegate their representation in writing to another Director. Without prejudice to the above, the Board of Directors shall be deemed to have been validly convened, with no need for an invitation, if all the Directors present or represented agree unanimously to hold the meeting as universal and accept the agenda to be dealt with at it.
Decisions are adopted by absolute majority among those present. Each Director present or represented has one vote and the Chairperson has the casting vote in the event of a tie.
In order for the non-executive Directors to be able to decide independently and be informed, Articles 22, 24 and 25 of the Board regulations established the following mechanisms:
With the mechanisms set forth in the regulations, non-executive Directors have encountered no difficulties in performing their duties.
In 2010, the non-executive Directors were involved in the governance of EDPR not only by participating in meetings of the Board of Directors, where they gave their opinions on different company matters, made any suggestions they saw fit and took decisions on matters submitted to them, but olso by working on the Nominations and Remunerations Committee on Related-Party Transactions and Audit and Control Committee, where all the members are nonexecutive, with the exception of the Committee on Related-Party Transactions, which has one executive Director. João Manuel Manso Neto.
Pursuant to Article 27 of the Company's Articles of Association, the Executive Committee shall consist of no less than three (3) and no more than six (6) Directors. The committee currently consists of the members indicated in point 1.2.6.1.
Its constitution, the appointment of its members and the extension of the powers delegated must be approved by two-thirds (2/3) of the members of the Board of Directors.
The Executive Committee is a permanent body thot has received all of the Board of Directors' delegable powers under the law and the articles of association, with the exception of: i) election of the Chairperson of the Board of Directors, iij appointment of Directors by cooplion, iiij request to convene or convening of General Meetings, iv) preparation and drafting of the Annual Report and Accounts and submission to the General Meeting, v) change of registered office and vi) draffing and approval of mergers, spin off or transtormation of the company.
The Executive Committee members have been deiegated all the powers of representation of the Company so that any of its members can act jointly in the name and on behalf of the Company.
In addition to the Articles of Association, this committee is also governed by the regulations approved on June 4th 2008 and also by the Board Regulations. The committee's regulations are available to the shareholders at www.edprenovaveis.com.
The Executive Committee shall meet at least once a month and whenever is deemed appropriate by its Chairperson, who may also suspend or postpone meetings when he sees fit. The Executive Committee shall also meet when requested by at least two (2) of its members. The Executive Committee held thirty-three (33) meetings during the year ended on December 31\$1 2010.
The Executive Committee shall draft minutes for each of the meetings held and shall inform the Board of Directors of its decisions at the first Board meeting held after each committee meeting.
The Chairperson of the Executive Committee, who is currently also the Chairperson of the Board of Directors, shall send the Chairperson of the Audit and Control Committee invitations to the Executive Committee meetings and the minutes of those meetings.
Meetings of the Executive Committee are valid if half of its members plus one are present or represented. Decisions shall be adopted by simple majority. In the event of a tie, the Chairperson shall have the casting vote.
Executive Directors shall provide any clarifications needed by the other corporate bodies whenever requested to do so.
Pursuant to Article 29 of the Company's Articles of Association, the Nominations and Remunerations Committee shall consist of no less than three (3) and no more than six (6) Directors. At least one of its members must be independent and shall be the Chairperson of the committee.
The members of the committee should also not be members of the Executive Committee. The committee currently consists of the members indicated in point 1.2.6.2 which are all independent Directors.
The Nominations and Remunerations Committee is made up of independent members of the Board of Directors, in compliance with Recommendation 44 of the Unitied Code of Good Governance approved by decision of the Board of the Spanish Securities Committee (hereinafter the CNMV), as amended by CNMV Circular 4/2007 of December 27th, which lays down that the Nominations and Remunerations Committee must be entirely made up of
external Directors numbering no fewer than three (3). As it is made up of independent Directors (in Spain the committee may only be comprised of Directors) it complies as completely as possible with the recommendation indicated in point 11.5.2 of the Portuguese Code of Corporate Governance.
Reviewing and reporting on incentive plans, pension plans and compensation packages. Any other functions assigned to it in the Articles of Association or by the Board of Directors.
In addition to the articles of association, the Nominations and Remunerations Committee is governed by the Regulations approved on June 4th 2008 and also by the Board regulations. The committee's regulations are available at www.edprenovaveis.com.
This committee shall meet at least once every quarter and also whenever its Chairperson sees fit. This committee shall draft minutes of every meeting held and inform the Boord of Directors of decisions that it makes at the first Board meeting held after each committee meeting.
The meetings of this committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be odopted by simple majority. The Chairperson shall have the deciding vote in the event of a tie.
In 2010 the main proposals made by the Nominations and Remunerotions Committee were:
A report on the activities of the Nominations and Remunerations Committee in the year ended on December 31st 2010 is available to shareholders at www.edprenovaveis.com.
Pursuant to Article 30 of the Articles of Association, the Board may set up other committees, such as the Related Party Transoctions Committee. This committee shall consist of no fewer than three (3) members. The majority of the members of the Related Porty Transactions Committee shall be independent, although in the case of this committee it has one non-independent Member, loão Manuel Manso Neto.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDPR, its majority shareholders or its Directors and, if this is the case, meet the other requirements of applicable legislation.
The committee currently consists of the members indicated in point 1.2.6.3.
The Related Party Transactions Committee is a body belonging to the Board of Directors and performs the following duties, without prejudice to others that the Board may assign to it:
· Periodically reporting to the Board of Directors on the commercial and legol relations
between EDP or related entities and EDPR or related entities.
Should the Related Party Transactions Committee not ratify business or legal relations between EDP or its reloted parties and EDPR ond its related parties, said relations shall require the approval of two-thirds (2/3) of the members of the Board of Directors, whenever at least half of the members proposed by entities other than EDP, including independent Directors, vote in fovor, unless, before submission for ratification by the Related Party Transactions Committee, this majority of members has voiced it approval.
The previous paragraphs shall not apply to operations between EDP or its related parties and EDPR or its related parties that have standard conditions and these conditions are applied in the same way in transactions with porties not related to EDP and EDPR or their respective related parties.
In addition to the Articles of Association, the Related Party Transactions Committee is governed by the regulations approved on June 4™ 2008 and by the Board Regulations. The committee's regulations are available at www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit
This committee shall draft minutes of every meeting held and inform the Board of Directors of decisions that it makes at the first Board meeting held after each committee meeting.
The meetings of this committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be adopted by simple majority. The Chairperson shall have the casting vote in the event of a tie.
In 2010, the Related Party Transactions Committee revised, approved and proposed to the Board of Directors the approval of all agreements and controcts between reloted parties submitted to its considerotion.
Point 3.6 of this report includes a description of the fundamental aspects of the agreements and contracts between related parties, the object of which does not pertain to the ordinary course of EDPR business.
The Related-Porty Transactions Committee was informed that in 2010, the average value and the maximum value regarding the transactions onolyzed by the Committee was EUR 1.617.274,26 and EUR 3.106.692M, respectively.
The total value of the transactions with the EDP Group in 2010 was EUR 14.2M which corresponds to a 5.3% of the total value of S&S, and EUR270M for total operational costs.
A report on the activities of the Related Party Tronsactions Committee in the year ended on December 31st 2010 is available to shareholders at www.edprenovaveis.com.
Pursuant to Article 28 of the Articles of Association, the Audit and Control Committee consists of no fewer than three (3) and no more thon five (5) Directors. The majority of the members shall be independent Directors. The committee currently consists of the members indicated in point 1.3, the majority of which, as well as the Chairperson, are independent.
The Audit and Control Committee is a permanent body and performs independent supervision of the work of the Board of Directors. The competences of the Audit and Control Committee are mentioned below.
Concerning the new recommendations introduced in 2010 by the Portuguese Code of
Corporate Governance the referred competences were reinforced as mentioned below, with the following changes introduced on the Audit and Control Committee Regulations, to guarantee the compliance of the referred code:
In addition to the Articles of Association and the law, this committee is governed by the regulations approved on June 4th 2008 and also by the Board regulotions. The committee's regulations are at the shareholders' disposal at www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit. In 2010, the Audit and Control Committee met eleven (11) times not only to monitor the closure of quarterly accounts in the first half-year but also to familiarize itself with the preparation ond disclosure of financial information, internal control and risk manogement activities.
This committee shall draft minutes of every meeting held and inform the Board of its decisions at the first Board meeting held after each committee meeting.
The meetings of the Audit and Control Committee shall be valid if at least half of the Directors on it plus one are present or represented. Decisions shall be adopted by simple majority. The Chairperson shall have the casting vote in the event of a tie.
In 2010, the Audit and Control Committee's activities included the following: (i) analysis of relevant rules to which the committee is subject in Portugal and Spain, (ii) assessment of the external auditor's work, especially concerning with the scope of work in 2010, and approval ot all "audit related" and "non audit" services, (iii) supervision of the quality and integrity of the financial information in the financial statements and participation in the Executive Committee meeting at which these documents were analyzed and discussed, (iv) drafting of an opinion in the individual and consolidated annual reports and accounts, in a quarterly and yearly basis (v) pre-approval of the 2010 Internal Audit Action Plan, (VI) supervision of the quality, integrity and efficiency of the internal control system, risk management and internal auditing, (vii) reflection on the corporate governance system odopted by EDPR, (viii) analysis of the evolution of the SCIRF project, (ix) information about the whistle-blowing.
Apart from its regular activity in 2010, the Audit and Control Committee were also involved in the following activities:
Analysis of the competences delegation process of the EDPR Group;
Analysis to the new regulations of the Internal Audit Department of the EDPR Group.
The Audit and Control Committee found no constraints during its control and supervision octivities.
A report on the activities of the Audit and Control Committee in the year ended on December 31st 2010 is avoilable to shareholders at www.edprenovaveis.com.
Following the recommendations of the CMVM, Article 12 of the Boord regulations requires at least twenty-five percent (25%) of the Directors to be independent Directors, who are considered to be those who can perform their duties without being conditioned by relations with the Company, its significant shareholders or Directors and, if applicable, meet the requirements of applicable laws.
In addition, pursuant to Article 23 of the Articles of Association, the following may not be Directors:
The policy of portfolio rotation in the company comprehends that each Member of the Board af Directors is appointed by majority of the General Meeting for an initial period of three (3) years and may be re-elected once or more times for further periads of three (3) years. Nonetheless, pursuant to Article 23 of the Articles of Association and 243 of the Spanish Companies Law, shareholders so wishing may group their shares until they constitute an amount of copital equal to or higher than the result of dividing it by the number of Directors and appoint those that, using only whole fractions, are deducted from the corresponding proportion. Those making use of this power cannot intervene in the appointment of the other members of the Board of Directors.
Given that the Directors do not have to be elected on the same date, if there is a vacancy, pursuant to Article 23 of the Articles of Association and 243 of the Spanish Companies Law, the Board of Directors may co-opt people from the shareholders, who will occupy the position until the next General Meeting, which shall ratify the co-opted Director. Pursuant to Article 247 of the Spanish Companies Law, the co-option of Directors, as for other Board decisions, must be approved by absolute majority of the Directors at the meeting.
Pursuant to Article 28 of the Articles of Association, the members of the Audit and Control Committee are appointed by the Board of Directors. The term of office of the members of the Audit and Control Committee is the same as their term as Directors. The committee members, the majority of whom must be independent, can be reelected and discharged by the Board of Directors at any time. The term of office of the Chairperson of the Audit and Control Committee is three (3) years, after which he may only be re-elected for a new term of three (3) years. Nonetheless, chairpersons leaving the committee may continue as members of the Audit and Control Committee.
EDPR has not signed any contracts with the members of the corporate bodies during the year 2010.
Regarding related party transactions, EDPR and/or its subsidiaries have signed the contracts detailed below with EDP -- Energias de Portugal, S.A. (hereinafter, EDP) or other members of its group not belonging to the EDPR subgroup.
The framework agreement was signed by EDP and EDPR on May 7th 2008 ond came into effect when the latter was admitted to trading. The purpose of the framework agreement is to set out the principles and rules governing the legal and business relations existing when it came into effect and those entered into subsequently.
The framework agreement establishes that neither EDP, nor the EDP Group companies other
than EDPR and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDPR. EDPR shall have worldwide exclusivity, with the exception of Brazil, where it shall engage its activities through a joint venture with EDP - Energias do Brasil, S.A., for the development, construction, operation and maintenance of facilities or activities related to wind, solar, wave and/or tidal power and other renewable energy generation technologies that may be developed in the future. Nonetheless, the agreement excludes technologies being developed in hydroelectric power, biomass, cogeneration and waste in Portugal and Spain.
Finally, it lays down the obligation to provide EDP with any information that it may request from EDPR to fulfill its legal obligations and prepare the EDP Group's consolidated accounts.
The framework agreement shall remain in effect for as long as EDP directly owns more than 50% of the share capital of EDPR or appoints more than 50% of its Directors.
On November 4th 2008 EDP and EDPR signed an Executive Management Services Agreement. Through this contract, EDP provides management services to EDPR, including matters related to the Company. Under this agreement EDP appoints four people to form EDPR's Executive Committee, for which EDPR pays EDP an amount for the services rendered.
Under this contract, EDPR is due to pay an amount of EUR 836,400 for management services rendered by EDP in 2010.
The initial term of the contract is March 18th 2011.
The finance agreements between EDP Group companies and EDPR Group companies were established under the above described Framework Agreement and currently include the following:
EDPR (as the borrower) has loan agreements with EDP Finance BV (as the lender), a company 100% owned by EDP - Energias de Portugal, S.A.. Such loan agreements can be established bath in EUR and USD, usually have a 10-year tenor and are remunerated at rates set an arm's length basis. As at December 31st 2010, such loan agreements totaled EUR 1,351,695,248 and USD 1,934,621,254.
A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal Sociedade Anónima, sucursal en España (hereinafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SL (hereinafter EDPR EU) and Horizon Wind Energy LLC (hereinafter EDPR NA) to provide corporate guarantees or request the issue of any guarantees, on the terms and conditions requested by the subsidiaries, which have been approved on a case by case basis by the EDP executive board.
EDPR will be jointly liable for compliance by EDPR EU and EDPR NA. The subsidiaries of EDPR undertake to indemnify the guarantor for any losses or liabilities resulting from the guarantees provided under the agreement and to pay a fee established in orm's length basis. Nonetheless, certain guarantees issued prior to the date of approval of these agreements may have different conditions.
The agreement may be terminated (i) by any party at any time, whenever there are no guarantees in effect, or if (ii) any of the subsidiaries ceases to be controlled by the guarantor with regard to the guarantees provided to said subsidiary.
EDP Sucursal and EDPR signed an agreement through which EDP Sucursal manoges EDPR' cash accounts. The agreement also regulates a current account between both companies, remunerated on arm's length basis. As at December 31st 2010, the current account had a balance of EUR 170,111,807 in favor of EDPR.
The agreement is valid for one year as of date of signing and is automatically renewable for equal periods.
In order to manage its USD cash surplus, at December 31st 2010 EDPR had two short term deposits placed with EDP Finance BV in the total amount of USD 244,033,835.
The two short term deposits mature on January 2010.
Due to the net investment in EDPR NA, the company and Group accounts of EDPR and the accounts of EDP Sucursal España, were exposed to the foreign exchange risk. With the purpose of hedging this foreign exchange risk, EDP Group settled o cross currency interest rate swap (CIRS) in USD and EUR, between EDP Sucursal and EDPR for a total amount of USD 2,632,613. Also a CIRS in PLN and EUR, between EDP Energias de Portugal Sociedade Anónima, sucursal en España and EDPR, S.A. was settled for a total amount of PLN 309,307,188, related with the net investment in polish companies.
EDP Sucursal and EDPR entered into several hedge agreements with the purpose of managing the transaction exposure related with the investment payments to be done in Poland, fixing the exchange rate for EUR/PLN in accordance to the prices in the forward market in each contract date. At December 31st 2010, a total amount of EUR 38,803,000 remained outstanding.
EDP and EDP Renewables Europe SL entered into hedge agreements for a total volume of 1,826 MWh for 2010 at the forward market price at the time of execution related with the expected sales of energy in the Spanish market.
On May 14th 2008, EDP and EDPR signed an agreement under which the former granted to the latter a non-exclusive license for the trademark "EDP Renováveis" for use in the renewable energy market and related activities.
In return for the granting of the trademark license, EDPR will pay to EDP fees calculated on the basis of the proportion of the costs pertaining to the former in the Group's annual budget for image and trademark services, which are subject to annual review. The fee established for 2010 was EUR 1,500,000.
The license is granted indefinitely and shall remain in effect until the expiry of EDP's legal ownership of the trademark or until EDP ceases to hold the majority of the capital or does not appoint the majority of Directors of EDPR. EDP may also terminate the agreement in case of nonpayment or breach of contract.
The licensing agreement is restricted by the terms of the framework agreement.
On June 4th 2008, EDP and EDPR signed a consultancy service agreement. Through this agreement, and upon request by EDPR, EDP (or through EDP Sucursal) shall provide consultancy services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, information technology, brand and communication, energy planning, accounting and consolidation, corporate marketing and organizational development.
The price of the agreement is calculated as the cost incurred by EDP plus a margin. For the first year, it was fixed at 8% based on an independent expert on the basis of market research. For 2010 the estimated cost of these services is EUR 3, 106,692.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
On May 13th 2008, EDP Inovação, S.A. (hereinafter EDP Inovação), an EDP Group company, and EDPR signed on agreement regulating relations between the two companies regarding projects in the field of renewable energies (hereinafter the R&D Agreement).
The object of the R&D Agreement is to prevent conflicts of interest and foster the exchonge of knowledge between companies and the establishment of legal and business relationships. The agreement forbids EDP Group companies other thon EDP Inovação to undertake or invest in companies that undertake the renewable energy projects described in the agreement.
The R&D Agreement establishes an exclusive right on the part of EDP Inovação to project and develop new renewable energy technologies that are already in the pilot or economic and/or commercial feasibility study phase, whenever EDPR exercises its option to undertake them.
The agreement shall remain in effect for as long as EDP directly maintains control of more than 50% of both companies or appoints the members of the Board and Executive Committee of the parties to the agreement.
On January 1st 2003, EDP Renováveis Portugal, S.A., holding company of the EDPR subgroup in Portugal, and EDP Valor - Gestão Integrada de Recursos, S.A. (hereinafter EDP Valor), an EDP Group company, signed a management support service agreement.
The object of the agreement is the provision to EDP Renováveis Portugal by EDP Valor of services
in the areas of procurement, economic and financial management, fleet management, property management and maintenance, insurance, occupational health and safety and human resource management and training.
The remuneration paid to EDP Valor by EDP Renováveis Portugal S.A. and its subsidiaries for the services provided in 2010 totaled EUR 691,445.
The initial duration of the agreement was five (5) years from date of signing and it was tacitly renewed for a new period of five (5) years on January 1st 2008.
Either party may renounce the contract with one (1) year's notice.
On January 1st 2010, EDP Renováveis Portugal, S.A., and EDP - Energias de Portugal S.A. (hereinafter EDP), signed an IT management services agreement.
The object of the agreement is to provide to EDPR the information technology services described on the contract and its attachments by EDP - Energias de Portugal S.A.
The amount to be paid to EDP - Energias de Portugal S.A. for the services provided in 2010 totaled EUR 1,146,251.
The initial duration of the agreement is one (1) year from date of signing and it is tacitly renewed for a new period of one (1) year.
Either party may renounce the contract with one (1) month notice.
EDP Renováveis (EDPR) has an Internal Control System over Financial Reporting (SCIRF) structured using as a reference in terms of control objectives fulfillment, and controls implementation the COSO framework (Committee of Sponsoring Organizations of the Treadway Commission) with regard to business processes and entity level controls, and the COBIT framework (Control Objectives for Information and related Technologies) with regard to controls of information technology systems.
In accordance with EDPR's strategic orientation, SCIRF activities are aimed at strengtheing the quality of financial information provided to shareholders and to the markets and at promoting the effectiveness and efficiency of operations, in compliance with applicable regulations at all times.
The COSO framework emphasizes the aspects related with the risk assessment activities, since there is a growing interest in organizations of all sizes to enhance Enterprise Risk Management. This approach is present throughout SCIRF's methodology and documentation (SCIRF Manual, Responsibilities Model, processes and controls), by means of a set of control and risk objectives, that caver concepts like financial information risk, fraud or unauthorized use.
During the year 2010, SCIRF has been performed through (i) the maintenance and monitoring of the Internal Control Cycle and (ii) the independent review of SCIRF by KPMG.
Under the model adopted at EDPR, the following activities for the maintenance and monitoring of the Internal Control Cycle have been performed:
· Update of the scope: review and identification of relevant risks, accaunts and processes, based on moteriality and risk criteria, with a top-down and bottom-up methodology, and a coverage level analysis.
· The necessary actions for the consolidation and/or incorporation of new geographies in the scope.
· Maintenance, adaptation and management of the system in line with (i) the implementation of identified improvement opportunities, (ii) the changing structure and (iii) business requirements.
SCIRF presence in different geographies, according to the scope applied in 2010, includes 380 controls in the European platform [including country-specific and transversal controls in some geographies) in Spain, Portugal, France, Belgium and Paland, 384 controls in the North American platform, and 110 controls at group level, as illustrated in the figure belaw. These controls include entity level controls, process controls and information technology controls).

In order to assess the reliability and strength of the SCIRF (already implemented in the European and American platforms), and in line with the strategic objectives of EDPR, it was decided to undertake an independent review, to be conducted by a prestigious international institution (KPMG). The goal was materialized in 2010, following the International Standard on Assurance Engagements (ISAE) 3000 methodology. In this review no material weakness were identified. The work of the review consisted of:
(i) obtaining an understanding of SCIRF in terms of the consolidated financial reporting;
(ii) evaluation of the risk ot material weaknesses;
(iii)test and evaluation of the operational effectiveness of controls based on the evaluation of risk:
(iv) execution of other procedures which were considered as necessary.
It is also important to highlight the following developments that took place in 2010:

The SCIRF activities and their progress have been quarterly reported to the Audit and Control Committee, complying with its supervision and follow-up missions regarding the company's internal control systems and risk management.
At the year-end in accordance with CMVM Recommendation III.1.4 the external auditors, within the scope of their powers, verified the efficiency and functioning of the Internal Control Systems and reported their conclusions to the Audit and Control Committee. Additionally, KPMG reported the result of their review of SCIRF to the Audit and Control Committee.
With this report and the teamwark of the Internal Audit and Control Committee in accordance with CMVM Recommendation II.1.1.3 made its final assessment report and presented to the Board.
The basic principle behind EDPR's risk management approach is that risk management should not only protect value but also create value. This value creation is obtained by optimizing company's risk-return taking into consideration shareholders risk appetite.
Therefore, EDPR's risk framework was designed to be not a stand-alone activity separated from the main activities and processes of the company, but to be part of the responsibilities of management as an integrating element of all organizational processes, including strategic planning.
In EDPR's risk framework, risk process aims to link the company's overall strategy into manager's day-to-day decisions, enabling the company to increase the likelihood of achieving its strategic objectives.
EDPR's general strategy is translated into major strategic questions that are grouped by risk area and then subject to EDPR's risk process. The outcome of the risk process is a set of specific guidelines per risk area that will guide managers in their decisions according to the company's risk profile.

Each strategic question is subject to a core risk process which is composed of four major steps:
Risk management in EDPR is supported by three distinct organizational functions:

During 2010, EDPR created a Risk Committee to integrate and coordinate all the risk functions and to assure the link between risk strategy and the company's operations.
EDPR's Risk Committee intends to be the forum to discuss how EDPR can optimize its risk-refurn position according to its risk profile. The key responsibilities of this committee are:
This committee meets on a quarterly basis and is composed by all Management Team members, representative directors trom corporate functions and from the operational platforms and, depending on the issues under discussion, the respective risk managers.
In 2010 this committee, created in July, met twice to discuss and propose EDPR's general risk management framework and to discuss and recommend energy management risk policies.
In order to assure the alignment of EDPR's risk management decisions with EDP's risk-return profile, representatives from EDP will be part of EDPR's risk committee in 2011 .
The following table summarizes the main risk areas of EDPR's business and also describes the risk related strategic questions. The full description of each risk and how they are managed by EDPR can be found in next chapter.
| Risk areas | Risks descriptions | Risk related strategic questions (mot exhaustive) |
|---|---|---|
| regulations | 1. Countries & - Changes in regulations may impoct EDPR's business in · What is EDPR's current regulatory iske a given country : |
· Haw much should EDPR grow in current markets? · Where shauld EDPR focus entering new markets? |
| 2. Revenues | - Revenues received by EDPR's projects may diverge · What is the expasure of aur revenue stream from what is expected; |
both in prices ond wind variations? · What is the impact on EDPR's EBITDA? · Whot should the market strategy be to cover market volatility? |
| 3. Financing | - EDPR may not be oble to raise enough cosh lo · Whot shauld be the risk profile from on finance all its planned capex; - EDPR may not be able to fulfi its financial obligations; · What is the synthetic rating of the company |
investar's point of view? ond what measures could be done ta improve it2 · What is the probability of a cash flow stress que to market conditians? |
| contracts | 4. Wind turbine - Changes in turbine prices . What should be the hedging strategy for profitability; - Contracts should take into account the pipeline quantities? development risk; |
turbine prices in terms of price structure and · Whot is the trade-off between supplier |
| diversification and rappel discount? | ||
| 5. | Pipeline - EDPR may deliver an installed capacity different from · How many MW can EDPR expect to put in development its targets or suffers delays and/ar anticipations in its operation with its current pipeline? installation |
· How many projects may be canceled or be delayed over permitting issues? · What is the actual risk of nat achieving the installed capacity fargets? · What is the appropriate buffer ta ensure that EDPR delivers the target capocity? · How should EDPR's pipeline look like in 2012? |
| 6. Operations - Projects may deliver a volume different from · Is there any operating risk with significant expected. |
impact in EDPR? |
The development and profitability of renewable energy projects are subject to policies and regulatory frameworks. The jurisdictions in which EDPR operates provide numerous types of incentives that support the energy generated from renewable sources.
Support for renewable energy sources has been strong in previous years, and both the European Union and various US federal and state bodies have regularly reaffirmed their wish to continue and strengthen such support.
In Europe, each country presented in 2010 their Renewable National Energy Action Plans (RNEAPs). These plans provide detailed information about how each Member State expects to comply with its 2020 binding target, including the technology mix and the forecasted trajectory to reach it.
Regarding US, various State Governments have taken an active role in the development of energy generated from renewable sources through the implementation of RPS (Renewable Portfolio Standard) program.
It cannot be guaranteed that the current support will be maintained or that the electricity produced by future renewable energy projects will benefit from state purchase obligations, fax incentives, or other support measures for the electricity generation from renewable energy sources. This is particularly true in an economic downturn context.
EDPR is managing its exposure to regulatory risks in two different ways. The first one is trough a geographic diversification strategy based on a methodology comprising a positive correlation between country defined targets and gap from current level, technological mix of installed generation, energy demand and supply, regulatory track record stability and incentives mechanism. EDPR also analyses the country wind resource, land and site availability, permitting complexity and interconnection availability.
The second one is by being an active member in several wind associations. EDPR belongs to the most prestigious wind energy associations, both at national level. EDPR is an active member of the following renewable (specially wind energy) associations. Being an active member in all these associations allows EDPR to be aware of any regulatory change, and represent wind energy sector's interests when required by the governments.
| EUROPE | EWEA [EUROPEAN WIND ENERGY ASSOCIATION) |
|---|---|
| SPAIN | AEE (ASOCIACIÓN EMPRESARIAL EQUICA) |
| PORTUGAL | APREN (ASSOCIACÃO PORTUGUESA DE PRODUTORES DE ENERGIA ELECTRICA DE FONTES RENOVAVEIS) |
| FRANCE | SER (SYNDICAT DES ENERGIES RENOUVELABLES] |
| BELGIUM | APERE (ASSOCIATION POUR LA PROMOTION DES ENERGIES RENOUVELABLES) |
| EDORA (FEDERATION DE LENERGIE D'ORIGINE RENOL VELABLE ET ALTERNATIVE) | |
| POLAND | PIGEO (POLSKA IZBA GOSPODARCZA ENERGII ODNAWIALNEJ) |
| PSEW POLSKIE STOWARZYSZENIE ENERGETYKI WATROWEJI | |
| PTEW (POLSKIE TOWARZYSTWO ENERGETYKI WIATROWEJ) | |
| ROMANIA | RWEA (ROMANIAN WIND ENERGY ASSOCIATION) |
| UNITED KINGDOM | BWEA (BRITISH WIND ENERGY ASSOCIATION) |
| RENEWABLE UK | |
| SCOTTISH RENEWABLES | |
| ITALY | ANEV (ASSOCIAZIONE NAZIONALE ENERGIA DEL VENTO) |
| APER (ASSOCIAZIONE PROMOTORI ENERGIE RINNOVABILI) | |
| UNITED STATES | AMERICAN WIND ENERGY ASSOCIATION (AWEA) |
| IOWA WIND ENERGY ASSOCIATION | |
| RENEW WISCONSIN | |
| RENEW INC | |
| THE WIND COALITION | |
| AMERICAN WIND WILDLIFE | |
| CEERT | |
| COLORADO INDEPENDENT ENERGY ASSOCIATION | |
| INTERWEST ENERGY ALLIANCE | |
| WESTERN POWER TRADING FORUM | |
| SMART GRID OREGON | |
| TEXAS RENEWABLE ENERGY | |
| WEST TEXAS WIND ENERGY | |
| RENEWABLE NORTHWEST PROJECT | |
| CANADA | CANWEA [CANADIAN WIND ENERGY ASSOCIATION] |
| BRAZIL | ABEEQUCA (ASSOCIACAO BRASILEIRA DE ENERGIA ESLICA) |
| CERIE ICENTRA DE ESTO ATÉCIAS ELA DECURSOS NATIJRAIS FENEPOLAS! |
The electricity sold by EDPR depends in some extent on the incentives schemes for renewable energy in place in each of the countries where EDPR operates. In some of the markets this creates an exposure to market prices for electricity. Market prices may be volatile as they are affected by various factors, including the cost of fuels, average rainfall levels, the cost of power plant construction, technological mix of installed generation capacity and demand. Therefore, a decline in market prices to unexpected levels could have a material adverse effect on EDPR's business, financial condition or operating income.
EDPR faces limited market price risk as it pursues a strategy of being present in countries or regions with long term visibility on revenues. In most countries where EDPR is present, prices are determined through regulated framework mechanisms. On the markets where is expected short term volatility on market prices, EDPR uses various financial and commodity hedging instruments in order to optimize the exposure to fluctuating electricity prices. However, it may not be possible to successfully hedge the exposures or it may face other difficulties in executing the
hedging strategy.
In Europe, EDPR operates in countries where the selling price is defined by a feed-in-tariff (Spain, Portugal and France) or in markets where on top of the electricity price EDPR receives either a pre-defined regulated premium or a green certificate, whose price is achieved on a regulated market (Spain, Belgium, Poland, Romania). Additionally, EDPR is developing activity in Italy and UK where the mechanism is also through green certificates.
In the case of North America, EDPR focus is developing strategy on the States which by having a RPS program in place provides higher revenues visibility, through the REC {Renewable Energy Credit) system and by non-compliance penalties. The North America market does not provide ony regulated framework system for the electricity price although it may exist for the RECs in some States. Most of EDPR's capacity in the US hos predefined prices determined by long-term contracts with local utilities in line with the Company's policy of signing long-term contracts for the output of its wind farms.
In Brazilian operations, selling price is defined through a public auction which is later translated into a long-term contract.
Under EDPR's global approach to optimize the exposure to market electricity prices, the Company evaluates on a permanent basis if there are any deviations to the defined limits, assessing in which markets financial hedges may be more effective to correct it. In 2010, to manage this exposure EDPR financially hedged a significant part of its generation in Spain and, in the US closed for the long-term a significant portion of its exposure through several physical and financial deals.
The amount of electricity generated by EDPR on its wind farms, and therefore EDPR's profitability, are dependent on climatic conditions, which vary across the locations of the wind farms, and from season to season and year to year. Energy output at wind farms may decline if wind speeds falls outside specific ranges, as turbines will only operate when wind speeds are within those ranges.
Variations and fluctuations in wind conditions at wind farms may result in seasonal and other fluctuations in the amount of electricity that is generated and consequently the operating results and efficiency.
EDPR mitigates wind resource volatility and seasonality by having a strong knowledge in the design of its wind farms, and by the geographical diversification - in each country and in different countries - of its asset base. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady. Currently EDPR is present in 11 countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil.
EDPR is exposed to fluctuations in interest rates through financing. This risk can be miligated using fixed rates and hedging instruments, including interest rate swaps.
Also because of its presence in several countries, currency fluctuations may have a material adverse effect on the financial condition and results of operations. EDPR may attempt to hedge against currency fluctuations risks by natural hedging strategies, as well as by using hedging instruments, including forward foreign exchange contracts and Cross Interest Rate Swaps.
EDPR hedging efforts will minimize but not eliminate the impact of interest rate and exchange rate volatility.
The evolution of the financial markets is analyzed on an on-going basis in accordance to EDP Group's risk management policy approved by the EDPR`s Board of Directors.
The Board of Directors is responsible for the definition of general risk-management principles and the establishment of exposure limits following the recommendation of the risk committee.
Taking into accaunt the risk management policy and exposure limits previausly approved, the Financial Department identifies, evaluates and submits for approval by the Board the financial strategy appropriate to each project/location.
The execution of the approved strategies is also undertaken by the Financial Department, in accordance with the policies previous defined ond opproved.
Fixed rate, Natural hedging and Financial instruments are used to minimize potential adverse effects resulting from the interest rate and foreign exchange rate risks on its financial performance.
The purpose of the interest rate risk management policies is to reduce the exposure of long term debt cash flows from market fluctuations, mainly by issuing long term debt with a fixed rate, but olso through the settlement of derivative financial instruments to swap from floating rate to fixed rate when long term debt is issued with floating rates.
The main potential exposure comes from shareholder loans from the EDP Group and from institutional investors in connection with its Partnership Structures in the US operations, as well as, project financing and third party loons from entities outside the EDP Group.
In the floating-rate financing context which represents approx. 5% of EDPR's gross debt, EDPR may contract interest-rate derivative financial instruments to hedge cash flows associated with future interest payments, which have the effect of exchange floating interest rate.
EDPR has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. Sensitivity analyses are performed of the fair value of financial instruments to interest-rate fluctuations
Given the policies adopted by EDPR Group its financial cash flows are substantially independent from the fluctuation in interest rate markets.
EDPR operates internationally and is exposed to the exchange-rate risk resulting from investments in foreign subsidiaries. Currently, main currency exposure is the U.S. dollar/euro currency fluctuation risk that results principally from the shareholding in EDPR NA. With the ongoing increasing capacity in others non-euro regions, EDPR will become also exposed to other local currencies (Brazil, Poland and Romania).
EDPR general policy is the Natural Hedging in order to match currency cash flows, minimizing the impoct of exchange rates changes while value is preserved. The essence of this approach is to create financial foreign currency outflows to match equivalent foreign currency inflows. Often the debt is raised in the same foreign currency in which operating cash flows are received. The Financial Department is responsible for monitoring the exchange rates changes, seeking to mitigate the impact of currency fluctuations on the net assets and net profit of the group, using natural hedging strategies, as well as, exchange-rate derivatives and/or other hedging structures with symmetrical characteristics to those of the hedged item. The effectiveness of these hedges is reassessed and monitored throughout their lives.
Counterparty risk is the default risk of the other party in an agreement, either due to temporary liquidity issues or long term systemic issues.
EDPR policy in terms of the counterparty credit risk on financial transactions is managed by an analysis of the technical capacity, competitiveness, credit notation and exposure to each counterparty. Counterparties in derivatives and financial transactions are restricted to highquality credit institutions, there cannot be considered any significant risk of counterparty non-compliance and no collateral is demanded for these transactions.
In the specific case of EDPR EU, credit risk is not significant due to the reduced average payment period for customer balances and the quality of its debtors. In Europe, main customers are operators and distributors in the energy market of their respective countries.
In the case of EDPR NA, counterparty risk analysis is more relevant given typical price stucture and the contracting terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account the offtakers' credit rating. In many cases, additional credit support is required in line with the exposure of the contract.
Liquidity risk is the risk that EDPR will not be able to meet its financial obligations as they fall due.
EDPR's strategy to manage liquidity is to ensure, as far as possible, that it will always have significant liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring in unacceptable losses or risking damage to EDPR's reputation.
The liquidity policy followed by EDPR ensures compliance with the planned payment commitments/obligations, through maintaining sufficient credit facilities and having access to the EDP Group liquidity facilities.
Wind turbine generators (WTG) is a key element in the development of EDPR's wind-related energy projects, as the shortfall or an unexpected sharp increase in WTG prices can create a question mark on new project's development and its profitability. WTG represents the majority of a wind farm capital expenditure (on average, between 70% and 80%).
EDPR faces limited risk to the availability and prices' increase of WTG due to its framework agreements with the major global wind turbines suppliers. The Company uses a large mix of turbines suppliers in order to reduce its dependency on any one supplier being one of the worldwide wind energy developers with a more diversified and balanced portfolio.
When signing framework agreements with one or more WTG suppliers, EDPR balances the cost, best fit with Company's pipeline and flexibility on time, geography and model/technology.
Pursuing this medium-term framework agreements strategy, EDPR reduces the risk of contracting large amounts of new WTG exposed to the spot market while having long term visibility on the total cost of ownership due to the fix cast structure of the frameworks signed. On the other way, by not contracting all the WTG needed for its growth plan, EDPR increases its short term flexibility pipeline development. Finally, EDPR in these framework agreements ensure additional geographic flexibility to best fit its pipeline development with changes in future conditions in a given market.
Wind farms are subject to strict international, state, regional and local regulations relating to the development, construction, licensing, grid interconnection and operation of power plants. Among other things, these laws regulate: land acquisitions, leasing and use; building, transportation and distribution permits; landscape and environmental permits; and regulations on energy transmission and distribution network congestions. Development process of wind farms is subject to the obtaining such permits. If authorities do not grant these permits or they do so with delays or with other restrictions, such actions could have a material adverse effect on the development of further business.
EDPR miligates this risk by having development activities in 11 different countries (Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US, Canada and Brazil) with a portfolio of projects in several maturity stages. EDPR has a large pipeline located in the most attractive regions providing a "buffer" to overcome potential delays in the development of new projects, ensuring growth targets. For this high quality pipeline is worth to highlight EDPR's early mover status in the majority of its markets and the partnerships created with strong local expertise in the development and construction of wind farms.
Wind forms output depend upon the availability and operating performance of the equipment necessary to operate it, mainly the components of wind turbines and transformers. Therefore the risk is that the performance of the turbine does not reach its optimum implies that the energy output is not the expected. The best indicator to measure the WTG performance is the availability level - the period of time it was actually available to operate within that period and delivering the agreed power curve.
EDPR mitigates this risk by using a mix of turbine suppliers which minimizes technological risk, by signing a medium-term full-scope maintenance agreement with the turbine supplier and by an adequate preventive and scheduled maintenance. Additionally, technical warranties are signed with the turbine suppliers, in order to guarantee that the performance of the turbine will be optimum. After this period, O&M is usually contracted with an external company, but a technical assistance agreement is also signed with the turbine supplier.
Most recently, and following the general trend in the wind sector, EDPR is externalizing some pure technical O&M activities of its wind farms. Through EDPR Dispatch Center, the Company remotely controls all its wind farms reacting on real time to grid requirements and by gathering all the 24-day operating data it is increasing its know-how in managing core O&M activities.
The Audit and Control Committee is responsible for proposing to the Board of Directors for submission to the General Meeting the appointment of the Company auditors and the terms of their contracts, scope of their duties and revocation and renewal of their contracts.
In order to protect the External Auditor independence, the following competences of the Audit and Control Committee were exercised during 2010:
EDPR's External Auditor is, since the year 2007, KPMG Auditores S.L., therefore there is still no need to rotate the auditor according to Recommendation III. 1.3 of the Portuguese Corporate Governance Code.
In 2010, according to the Audit and Control Committee's competences and in line with Recommendations II.4.4 and II.4.5, it was the corporate body in charge of the permanent contact with the external auditor on matters that may pose a risk to their independence and any other matters related to the auditing of accounts. It also receives and stores information on any other matters provided far in legislation on audits and in auditing standards in effect at any time
The Audit and Control Committee assessed the performance of the external auditor in providing the services hired by the Company and made a positive evaluation of their quality, considering that they meet applicable standards and that it is advisable to maintain the same auditar.
The work of the externol ouditor, including reports and oudits of its accounts, was supervised and evaluated in accordance with applicable rules and standards, in particular international auditing standards. The external auditor in coordination with the Audit and Control Committee verifies the implementation of remunerotion policies and the efficiency and functioning of internal control mechanisms. The external auditor reports to the Audit and Control Committee all the shortcomings.
Since the beginning of trading on the Eurolist by Euronext Lisbon, it has sought to introduce measures to ensure its good governance and that of its companies, including the prevention of improper practices, especiolly in the fields of accounting and finance.
The Board of Directors of EDPR theretore decided to provide its employees with a direct, confidential communication channel for them to report any presumed unlawful practices or alleged accounting or financial irregularities occurring in their company. These communications go directly to the Audit ond Control Committee.
EDPR creation of this channel for whistle-blowing on irregularities in financial and accounting practices is essentially intended:
· To enoble any employee to freely report his/her concerns in these areas to the Audit and Control Committee:
· To facilitate eorly detection of irregularities that, if they occurred, might cause serious losses to the EDPR Group and its employees, customers and shareholders.
Contact with the Company's Audit and Control Committee is only possible by email and post, and access to information received is restricted.
Any complaint addressed to the Audit and Control Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. \$/he will be assured that the Company will not take any retaliatory or disciplinary action as a result of exercising his/her right to blow the whistle on irregularities, provide information or ossist in an investigation.
The Secretary of the Audit and Control Committee receives all the communications and presents a quarterly report to the members of the Committee.
in 2010 there were no communicatians regarding any irregularity at EDPR.
EDPR is governed by a strong sense of ethics, whose principles are embodied in the day-to-day activities of its employees, according to ethical practices generally considered to be consensual but which, for reasons of appropriate disclosure, transparency and impartiality, the company decided to provide details on.
For that purpose, EDPR developed and approved a global Code of Ethics, to be adopted by all company's employees, without prejudice to other legal or regulating provisions. EDPR Employees' must comply with the Code of Ethics and with the approved corporate policies, which provide those practices and should follow main principles such as:
The Code of Ethics has been disseminated to all employees.
A "whistle-blowing" e-mail channel is available at the Company's Intranet. It allows a direct and confidential communicotion of any presumably illegal practice and/or of any alleged accounting or financial iregularity occuring within the company. A "Code of Ethics" e-mail channel is also available for the communication of any breach to the Code articles.
The General Meeting of Shareholders is a meeting of shareholders that, that when properly convened, has the power to deliberate and odopt, by majority, decisions on matters that the law and Articles of Association reserve for its decision and ore submitted for its approvol. In particular, it is responsible for:
The decisions of the General Meeting are binding on all shareholders, including those voting against and those who did not participate in the meeting.
A General Meeting may be ordinary or extraordinary. In either case, it is governed by the law and Articles of Association.
An Ordinary General Meeting must be held in the first six (6) months of each year to review of the performance the company management, approve the annual report and accounts for the previous year and the proposal for appropriation of profits and approve the consolidated accounts, if appropriate. The General Meeting also decides on any other matters falling within its powers and included on the agenda;
An Extraordinary General Meeting is any meeting other than that mentioned above.
All shareholders, irrespective of the number of shares that they own, may attend a General Meeting and take part in its deliberations with right to speak and vote.
In order to exercise their right to attend, shareholders must have their shares registered in their name in the Book Entry Account at least five (5) days in advance of the General Meeting.
Moreover, although there is no express provision on the matter in the Articles of Association, in the event of the suspension of a General Meeting, EDPR plans to adopt Recommendation 1.2.2 of the Portuguese Corporate Governance Code and not require the blocking of shares more than five days in advance.
Any shareholder with the right to attend may send a representative to a General Meeting, even if this person is not a shareholder. Power of attorney is revocable. The Board of Directors may require shareholders' power of attorney to be in the Company's possession at least two (2) days in advance, indicating the name of the representative.
Power of attorney shall be specific to each General Meeting, in writing or by remote means of communication, such as post.
Each share entitles its holder to one vote.
Shares issued without this right do not have voting rights, with the exception of cases set forth by current legislation.
There is no employee share-owning system at EDPR and so no relevant control mechanisms on the exercise of voting rights by employees or their representatives have been set up.
Shareholders may vote on points on the agenda, relating to any matters of the Shareholder's competence, by mail or electronic communication. It is essential for their validity that they be received by the company by midnight of the day before the date scheduled for the first calling to order of the General Meeting.
Votes by mail shall be sent in writing to the place indicated on the invitation to the meeting accompanied by the documentation indicated in the Shareholder's Guide.
In order to vote by electronic communication, shareholders must express this intention to the Chairperson of the General Meeting of the in the form indicated in the invitation to the meeting, sufficient time in advance to permit the vote within the established time limit. They will then receive a letter containing a password for voting by electronic communication within the time limit and in the form established in the call of the General Meeting.
Remote votes can be revoked subsequently by the same means used to cast them within the time limit established for the purpose or by personal attendance at the General Meeting by the shareholder who cast the vote or his/her representative.
The Board of Directors has approved a Shareholder's Guide for the first General Meeting, detailing mail and electronic communication voting forms among other matters. It is at shareholders' disposal at www.edprenovaveis.com.
Both ordinary and extraordinary General Meetings are validly constituted when first called if the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital. On the second call the General Meeting will be validly constituted regardless of the amount of the capital present in order to comply with the minimum established under the Spanish Companies Law.
Nanetheless, to validly approve the issuance of bonds, the increase or reduction of capital, the transformation, merger or spin-off of the Company, and in general any necessary amendment to the Articles of Association, the Ordinary or Extraordinary Shareholders' Meeting will need: on the first call, that the Shareholders, either present or represent at least fifty percent (50%) subscribed voting capital and on the second call, that the Shareholders, either present or represented by proxy, represent at least twenty five percent (25%) of the subscribed voting capital.
In the event the shareholders attending represent less than fifty percent (50%) of the subscribed voting capital, the resolutions referred to in the previous paragraph will only be validly adopted with the favourable vote of two-thirds(2/3) of the present or represented capital in the General Meeting.
The Chairperson of the General Meeting is appointed by the meeting itself and must be a person who meets the same requirements of independence as for independent Directors. The oppointment is for three years and may be re-elected once only.
Since June 4th 2008, the position of Chairperson of the General Meeting has been held by Rui Chancerelle de Machete, whose work address is PLMJ, A.M. Pereira, Sáragga Leal, Oliveira Martins, Júdice e Associados, RL, Av. da Liberdade, 224, Edifício Eurolex, 1250-148 Lisboa, Portugal.
In addition to the Chairperson, the Board of the General Meeting is made up of the Chairperson of the Board of Directors, or his replacement, the other Directors and the Secretary of the Board of Directors.
The position of Secretary of the General Meeting is occupied by the non-member Secretary of the Board of Directors, Emilio García-Conde Noriega, whose work address is that of the Company.
The Chairperson of the General Meeting of EDPR has the appropriate human and logistical resources for his needs, considering the economic situation of EDPR, in that, in addition to the resources from the Company Secretary and the legal support provided for the purpose, the Company hires a specialized entity to collect, process and count votes.
In 2010, the remuneration of the Chairperson of the General Meeting of EDPR was EUR 15,000.
Given that EDPR is a listed company on Eurolist by Euronext Lisbon, shareholders have access to corporate governance information at www.edprenovaveis.com. Extracts of General Meeting minutes and the invitation, agenda, motions submitted to the General Meeting and forms of participation shall be placed at shareholders' disposal five (5) days after they ore held.
Given the personal nature of the information involved, the history does not include attendance lists at general meetings, although, in accordance with CMVM Circular nr. 156/EMIT/DME/2009/515, when General Meetings are held, EDPR plans to replace them by stotistical information indicating the number of shareholders present and distinguishing between the number of physical presences by mail.
EDPR therefore publishes on its website an extract of the minutes of General Meetings with all information on the constitution of the General Meeting and decisions made by it, including motions submitted and any explanations of votes.
The website also provides EDPR shareholders with information on: i) requirements for participating in the General Meeting, ii) mail and electronic communication votes iii) information available at the registered office.
The Company has taken no defensive measures that might seriously affect its assets in any of the cases of a change in control in its shareholder structure or the Board of Directors.
The Articles of Associotion contoin no limitations on the transferability of shares or voting rights in any type of decision and no limitations on membership of the governing bodies of EDPR. Neither are there any decisions that come into effect as a result of a takeover bid.
The fact that the Company has not adopted any measures designed to prevent successful tokeover bids is therefore in line with Recommendation 1.6.1 of the CMVM Code of Corporate Governance.
On the other hand, EDPR has not entered into any agreements (current or future) subject to the condition of a chonge in control of the Company, other than in accordance with normal practice in case of financing of certain wind farm projects by some of its group companies.
Finally, there are no agreements between the Company and members of its Board of Directors or managers providing for compensation in the event of resignation of discharge of Directors or in the event of resignation, dismissal without just cause or cessation of the working relationship following o change in control of the Company.
On April 13th 2010, took place in Oviedo the Ordinary General Meeting of Shareholders of the company "EDP Renováveis, S.A.".
The Meeting's validity was ascertained by the meetings' President, and the definitive quorum of members was:
56 shareholders were present, holding 4,116,370 shares making up for 0.472% of the share capital, and
62 shareholders were represented, holding 695,343,366 shares making up for 79.713% of the share capital.
A total of 118 shareholders attended the General Meeting, including those present and those represented, holding a total of 699,459,736 shares which constitutes a nominal amount of EUR 3,497,298,680 of the share capital, that is, 80.185% of the mentioned share capital.
The ten proposals submitted to approval at the General Meeting were all approved. Extracts of the 2010 General Meeting minutes and the invitation, agenda, motions submitted to the General Meeting and forms of participation are available at the company's website www.edprenovaveis.com.
Pursuant to Article 26 of the Company's Articles of Association, the remuneration of the members of the Baard of Directors shall consist of a fixed amount to be determined by the General Meeting for the whole Directors and expenses for attending Board meetings.
The above article also establishes the possibility of the Directors being remunerated with Company shares, share options or other securities granting the right to obtain shares, or by means of share-indexed remuneration systems. In any case, the system chosen must be approved by the General Meeting and comply with current legal provisions.
The Nominations and Remunerations Committee is responsible for proposing to the Board of Directors, although not bindingly, the system, distribution and amount of remuneration of the Directors on the basis of the overall amount of remuneration authorized by the General Meeting. It can also propose to the terms of contracts with the Directors. The distribution and exact amount poid to each Director and the frequency and other details of the remuneration shall be determined by the Board on the basis of a proposal from the Nominations and Remunerations Committee.
The maximum remuneration approved by the General Meeting of Shareholders for 2010 for all the members of the Board of Directors is EUR 2,500,000.
The remuneration of the Executive Committee is built in three blocks: fixed remuneration, annual and multi-annual bonus.
The annual bonus is defined as a maximum of 80% of the annual salary and is calculated based on the following indicators in each year of their term: {i} relative performance of total shareholder return of EDPR vs. capital market indexes and peer performance; (ii) return on invested capital; (iii) additional installed capacity (MW); (iv) net profits and EBITDA growth in 2010.
The multi-annual bonus is defined as a maximum of 120% of the annual salary and is calculated based on the same drivers as for annual bonus but measured on a multi-year timeframe to be paid at the end of the period and with additional environmental and social perspectives including, (i) the performance of the Sustainability Index applied to EDPR (DJSI method), (ii) EDPR Group's image in the national and international markets (through brand audit and surveys), (iii) its capacity to change and adapt to new market requirements (through surveys), (iv) fulfillment of strategic national and international targets.
The remuneration to the CEO was paid directly by EDPR while for the other members of the Executive Committee there was no direct payment to its members.
Although the remuneration for all the members of the Board of Directors is provided for, the members of the Executive Committee, with the exception of the CEO (who devotes most ot his/her work to the activity of EDPR) are not remunerated.
This corporate governance practice of remuneration is in line with the model adopted by the EDP Group, in which the executive Directors of EDP do not receive any remuneration directly from the group companies on whose governing bodies they serve, but rather through EDP.
Nonetheless, in line with the above corporate governance practice, EDPR has signed an Executive Management Services Agreement with EDP, under which the Company bears the cost for the render of those services corresponding to the remuneration defined for the executive members of the Board of Directors.
The non-executive Directors only receive a fixed remuneration, which is calculated on the basis of their work exclusively as Directors or cumulatively with their membership on the Nominotions and Remunerations Committee, Related Party Transactions Committee and the Audit and Control Committee.
EDPR has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its Directors. No Director has entered into any contract with the company or third parties that have the effect of mitigating the risk inherent in the variability of the remuneration established by the company
The remuneration of the members of the Board of Directors for the year ended on December 31st 2010 was as follows:
| Euros | ||||||
|---|---|---|---|---|---|---|
| Remuneration | Fixed | Variable | Annual Multi-annual Care Manager of the Career of Children Collection |
Total | ||
| Executive Directors | ||||||
| António Mexia* | ||||||
| Ana Maria Fernandes (CEO)* |
384.000 208.939 - | 592 939 | ||||
| Antonio Martins da Costa* |
||||||
| João Manso Neto* | ||||||
| Nuno Alves* | ||||||
| Non-Executive Directors | ||||||
| António Noqueira Leite 60.000 | 60.000 | |||||
| Daniel M. Kammen | 45.000 | 45.000 | ||||
| Francisco José Queiroz | ||||||
| de Baros de Lacerda | 60.000 | 60.000 | ||||
| Gilles August | 45.000 | 45.000 | ||||
| João Lopes Raimundo 55.000 | 55.000 | |||||
| João Manuel de Mella | ||||||
| Franco | 80.000 | 80.000 | ||||
| Jarge Santas | 60.000 | 60.000 | ||||
José Aroujo e Silva |
0 | 0 | ||||
| at with the new was and any and table the many of the was and José Silva Lopes |
60.000 | 60.000 | ||||
| Manuel Menéndez |
||||||
| Menéndez | 45.000 | 45.000 | ||||
| Rafael Caldeiro |
||||||
| Valverde | 55.000 | 55-000 1.157.939 |
* With exception of the CEO, the members of the Executive Committee have not received any remuneratian from EDPR. EDPR has entered in an Executive Management Services Agreement with EDP pursuant to which EDPR is due to pay to EDP an amount of EUR 836,400 far the management services rendered by EDP in 2010.
The retirement savings plan for the members of the Executive Committee acts as an effective retirement supplement and corresponds to 5% of their annual salary.
The Directors do not receive any relevant non-monetary benefits as remuneration.
Additionally the remuneration of the members of the Management Team, excluding the Chief Executive Officer, was as follows:
| Variable | |||||
|---|---|---|---|---|---|
| Multi-anau | |||||
| Management Team | 954.662 | 297.000 | 0 | 1.251.662 |
The Nomination and Remunerations Committee assists and reports to the Board of Directors about the remunerations of the Board and the Management Team, proposing to the Board, within the limits established in the Articles of Association, the remuneration system, distribution method and amounts payable to the Directors that must be submitted to the approval of the General Meeting of Shareholders. This committee detines the remuneration and is sought to ensure that it reflects the performance of all members in each year (variable annual remuneration) and their performance throughout the term of their office by means of a variable component consistent with the maximization of the Compony's long-term performance (multiannual voriable remuneration]. This is intended to ensure the alignment of the Board of Directors' performance with the shareholders' interests. A statement on remuneration policy will be submitted to the next General Meeting of Shareholders, for approval.
The General Meeting is responsible for appointing the Board of Directors, which appoints the Nominations and Remunerations Committee, who is part of the Board and responsible for submitting the statement on remuneration policy for the Company's corporate bodies.
One of the General Meeting's duties includes appraising the above mentioned statement.
Pursuant to Article 164 of the Spanish Companies Law, the General Meeting evaluates the performance of the company's management and makes an annual decision on whether ta maintain confidence, or not, in their members,
At least one of the members of the Nominations and Remunerations Committee will be present or represented at the General Meeting of Shareholders of EDPR.
The Company has not approved any plans for share remuneration or share purchase options or plans based on share price fluctuations.
For the year ended on December 31st 2010, the fees paid to KPMG Auditores, S.L. for the audit and stotutory oudit of occounts and finoncial statements, other assurance and reliability services, tax consultancy services and other services unrelated to statutory auditing are as follows:
| Values in € | Portugal (Spain Brazil USA | Other | Total | |||
|---|---|---|---|---|---|---|
| 193,000 689,856 69.479. 727,908 221,211 1,901,454 | ||||||
| 209,500 | 51.790 | 174,196 12,950 | 448,436 | |||
| Sub-total audit related services | 402,500 | 741.646 | 69.479 | 902, 104 | 234.161. 2,349.890 | |
| 17.000 | 481,402 | 498.401 | ||||
| 800 | ||||||
| Sub-total non-audit related services | 800 | 17.000 | 481,402 | 499.202 | ||
| Total |
(*) the fees regarding the inspection of the Internal Control System (SCIRF) of EDPR EU (EUR 100.000) and of EDPR NA (EUR 100.000) are allocated to Portugal, as their invoices were issued in this country۔
In EDPR there is a policy of pre-approval by the Audit and Control Committee for the selection of the External Auditor and any related entity for non-audit services, according to Recommendation III.1.5 of the Portuguese Corporate Governance Code. This policy was strictly followed during 2010.
The shares representing 100% of the EDPR share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on June 4th 2008. The then the free float level is unchanged at 22.5%.
| EDP Renováveis, S.A. | |
|---|---|
| Shores | |
| Share Capital | .€ 4,361.540,810 |
| Nominal Share Value | € 5.00 " |
| Number of Shares | 872,308.162 |
| Date of IPO | : June 4tr, 2008 |
| NYSE Euronext Lisbon | |
| Reuters RIC | :EDPR.LS |
| Blaamberg | EDPR PL |
| ISIN | ES0127797019 |
EDPR's equity market value at December 31st 2010 was EUR 3.8 billion. In 2010 the share price depreciated by 35% to EUR 4.34 per share, underperforming the PSI-20 (the NYSE Euronext Lisbon reference index), the Euronext 100 and the Dow Jones Eurostoxx Ultilities ("SX6E"). The year's low was recorded on November 30th (EUR 3.72) and the year's high was reached on January 8th (EUR 7.01).

In 2010 were traded more than 311 million EDPR shares, representing a 21% year-on-year increase in its liquidity, and corresponding to a turnover of approximately EUR 1.5 billion. On average, 1.2 million shares were traded per day. The total number of shares traded represented 36% of the total shares admitted to trading and to 159% of the company's free float, translating in the higher liquidity level since the IPO.

| Capital Markel Indicators | 2010 | 2009 | 2008 |
|---|---|---|---|
| EDPR shares In NYSE Euronext Lisbon | |||
| Opening price* (€) | 6.63 | 5.00 | 8.00 |
| Closing price {€} | 4.34 | ર્ણ વિસ્તારમાં આવેલું એક ગામનાં લોકોનો મુખ્ય વ્યવસાય ખેતી, ખેતમજૂરી તેમ જ પશુપાલન છે. આ ગામમાં પ્રાથમિક શાળા, પંચાયતઘર, આંગણવાડી તેમ જ દૂધની ડેરી જેવી સવલતો પ્રાપ્ય થયેલી છે | 5.00 |
| Peak price (€) | 7 01 | 7.75 | 8.00 |
| Minimum price (€) | 3.72 | 5.00 | :3 45 |
| Variation in share price and reference Indices | |||
| EDP Renovávels (%) | . 35% | 33% | '-37% |
| PS120 (%) | -10% | 33% | .-51% ﺮ |
| Dow Jones Eurostoxx Utilities (%) | -15% | 1% | -38% |
| Euronext 100 (%) | । স্ত | 25% | -45% |
| Liquidity of EDPR shares on the market | |||
| Volume in NYSE Euronext (€ million) | 1,539 | 1.676 | 1.646 |
| Daly average volume (€ million) | جان | 64 | 11 0 |
| Number of shares traded (million) | .311 | 257 | 216 |
| Average number of shores traded (thousand) | . 1.211 | િક્કર | 1.459 |
| = | |||
| Total shares issued (million) | 872 | :872 | 872 |
| Number of own shares | 0 |
io | 0 |
| Free float | 196 | - 196 | 196 |
| Annual ratation of capital (% of total shores) | રેજ | 29% | 25% |
| Annual ratalion of capital (% of tree-floal) | 159% | 131% | 110% |
| EDPR market value | |||
| Market copitalization at end bf period (€ million) | 3 783 | 5,783 | 4.364 |
| {*} Jonuary 1", 2009 and June 4th 2008, respective:v |
The graph below shows the evolution in EDPR prices over the year and all announcements and relevant events that may had impact on them.

Jan.10
| Date | Description | Shore Price |
|---|---|---|
| ,8/Jan | EDPR awarded 1 3 GW of wind offshore capacity in the UK | 7.01 |
| 2 25/Jan EDPR signed a long-term agreement to sell green certificates in Poland | : ୧ 38 | |
3 127/Jan EDPR entered the Irailan market through the acquismon of 520 MW to be developed |
6.44 | |
| 4 3/Feb EDPR disclosed 2009 provisional data | 6.18 | |
| 5 17/Feb EDPR signs a Power Purchase Agreement (PPA) with Tennessee Valley Authorily in the United Stales | 5,76 | |
| 6 25/Feb EDPR announced 2009 results | 5.97 | |
| 7 12/Apr EDPR was awarded a REC canIroc * by NYSERDA | - 5.96 |
|
| 13/Apr EDPR Annual Shareholder Meeting | 15.90 | |
| 9 22/Apr EDPR disclosed 1Q2010 provisional data | 15.37 | |
| IC 26/Apr EDPR awarded Vestos a procurement contract to deliver up lo 2 1 GW of wind capacity | 15 12 | |
| 11 5/Moy EDPR onnounced 102010 results | ·5,10 | |
| 12 19/May EDPR holds its first Investor Day in Lisbon | 4,65 | |
| 13 28/Jun EDPR fully closed Vento II institutional partnership stucture through the sate of the remaming to \$14 million | 4.98 | |
| the successful control and the successful and the successful 14 2/Jul Sparish Government and Spanish wind association reach a lang ferm ogreement |
4.80 | |
| 15 6/Jul | Government of Cantabria awards 220 MW To EDPR | 5.09 |
| 16 8/Jul | Ramania approves new wind regulalıon | 5.13 |
| 17 13/Jul | EDPR discloses relevant short position | 5.02 |
| 18 14/Jul EDPR disclosed its IH2010 provisional data | 5.05 | |
| 19 28/Jul EDPR disclosed its 1H2010 financial results | 4.70 | |
| 20 27/Sep 'EDPR establishes new nstilutional portnersip structure incorporaling the costs grant in her of PC for 99 mw in the US | 4,10 | |
| -------- 21 '30/Sep = EDPR executes 535 million Zlatys project finance for 120 MW in Poland |
4,15 | |
| 22 14/Oct EDPR disclosed its 9M2010 provisional data | 4.06 | |
| 23 3/Nov EDPR disclosed its 9M2010 financial results | 4,12 | |
| 24 15/Nov EDPR signs new PPA lor 99 MW in the US | 3.97 | |
| 25 30/Nov EDPR signs new PPA for 83 MW in the Us | 3.72 | |
| 26 8/Dec Spansh Government publishes new Royal Decree providing regulatory stability to the wind energy seclor | 4.24 | |
| ! 27 9/Dec EDPR establishes new institutional partners structure incorporating the cash gronly n lieu of PIC for 101 MW in the US |
4.25 | |
| 28 13/Dec EDPR signs new PPA for 198 MW in the US | 4.44 | |
| 29 16-dic EDPR secures new PPA far 175 MW in the US | 4.39 | |
| 30 20-dic US approves the extension of the ITC cash reimbursement | 4 43 |
The distribution of dividends must be proposed by EDPR's Board of Directors and authorized by a resolution approved in the Company's Shareholders Meeting.
In keeping with the legal provisions in force, namely the Spanish Companies Law, the EDPR Articles of Association require that profits for a business year consider:
· The amount agreed by the General Meeting to constitute or increase reserve funds of free reserves:
· The remaining amount shall be booked as surplus.
The expected dividend policy of EDPR, as announced in the IPO, is to propose dividends' distribution each year representing at least 20% of EDPR's distributable profit. Also as announced in the IPO. EDPR Board of Directors can adjust this dividend policy as required to reflect, among other things, changes to our business plan and our capital requirements, and there can be no assurance that in any given year a dividend will be proposed or declared.
In view of the current economic and regulatory environment in the countries in which EDPR holds investments, of the net results obtained in fiscal year 2010 and of the revised business plan and capital requirements associated to it in a harder financial environment, the Board of Directors will propose at the Shoreholder's Meeting, to be held in 2011, to retain the 2010 results as voluntary reserves.
The Communication Policy of EDPR seeks to provide to shareholders, potential investors and stakeholders all the relevant information about the Company and its business environment. The promotion of transparent, consistent, rigorous, easily accessible and high-quality information is of fundamental importance to an accurate perception of the company's strategy, financial situation, accounts, assets, prospects, risks and significant events.
EDPR therefore look for to provide investors with information that can support them make informed, clear, concrete investment decisions.
An Investor Relations Office was created to ensure a direct and permanent contact with all market related agents and stakeholders, to guarantee the equality between shareholders and to prevent imbalances in the information access.
EDPR make use of its corporate website as a major channel to publish all the material information and ensures that all the relevant information on its activities and results is always upto-date and available.
The EDPR Investor Relations Department (IRD) acts as an intermediary between the EDPR management team and a vast universe of shareholders, financial analysts, investors and the market in general. Its main purposes are to guarantee the principle of equality among shareholders, prevent asymmetries in access to information by investors and reduce the gap in the perception of the company's strategy and intrinsic value. This department is responsible for developing and implementing the company's communication strategy and maintaining an appropriate institutional and informative relationship with the financial market, the stock exchange at which EDPR shores are traded and their regulatory and supervisory bodies (CMVM - Comissão do Mercado de Valores Mobiliários in Portugal and CNMV - Comissión Nacional del Mercado de Valores in Spain).
The Investor Relations Department is coordinated by Mr. Rui Antunes and is located at the company's Madrid office. Its contact details are as follows:
In 2010, EDPR has promoted and participated in several events, namely roadshows, presentations, conferences, meetings and conference calls, where apart from reinforcing its relationship with investors had the opportunity to introduce the Company and to answer queries about its strategy, performance and business environment. Mare than 400 meetings were held with institutional investors in the main financial cities of Europe ond of the US as well as in the Company's Offices, being it a strong evidence of investor's high interest in the company and its business environment.
It is also worth highlight the completion of the company's first Investor Day, which was held on May 21st 2010 in Cascais, Portugal, where the company Management Team took the opportunity to update investors and analysts about its strategy, outlook and follow-up of its business areas.
EDPR usually publishes its price sensitive information before the opening of the NYSE Euronext Lisbon stock exchange through CMVM's information system, makes it available on the website investors' section and sends it by e-mail for the department mailing list.
On each eornings announcement, a conference call with webcast access was promoted, at which the Company's management updated on EDPR's activities. On each of these events, shareholders, investors ond analysts had the opportunity to directly submit their questions and to discuss EDPR's results as well the company's outlook.
The Department remained in permanent contact with the financial analysts who evaluate the company and with all shareholders and investors by e-mail, phone or face-to-face meetings. In 2010, as far as the compony is aware of, were issued by sell-side analysts more than 200 reports evaluating its performance.
As a world leoder in renewable energy and being one of the biggest listed companies in the sector, EDPR is permanently under analysis and valuation.
At the end of the 2010, as far as the company is aware of, there were 29 institutions elaborating research reports and following actively the Company's activity. As of December 31st 2010, the average price target of those analysts was of € 6.03 per share with most of them reporting positive recommendations on EDPR's share: 21 Buys, 7 Neutrals and only 1 Sell.
| Company | Analyst | Price Target Recommendation Date | ||
|---|---|---|---|---|
| Goldman Sachs | Mariano Alarco | 5.80 | Buy | 16/Dec/10 |
| Morgan Stanley | Allen Wells | 6 10 | Overweight | 15/Dec/10 |
| Cara Bl | Helena Barbasa | 6.65 | Buy | 14/Dec/10 |
| Saciete Générale Didier Laurens | .5.80 | BUY | 13/Dec/103 | |
| Fidentus | Daniel Radriguez | :6.00 | Buy | 10/Dec/10 |
| JBS | Alberto Gandolfi | \$5.00 | BUY | 7/Dec/10 |
| Deutsche Bank | Virginia Sanz de Madrid | 6.50 | Hold | 26/Nov/10 |
| BPI | Bruna Almeido da Silva | 6.35 | :BUY | 19/Nov/10 |
| Ciligroup | Manuel Paloma | 5.40 | BUY | 18/Nov/10 |
| BCP | Vanda Mesquira | 6.75 | Buy | 16/Nov/10 |
| RBS | Chris Rogers | 5.90 | Buy | 11/Nav/10 |
| Redbum Partners | Archie Fraser | 7.46 | Buy | 10/Nov/10 |
| Arkean Finance | Alexandre Koller | 4.20 | Sell | 9/NOV/10 |
| JP Morgan | Saroh Lailung | 5.90 | Overweight | :5/Nov/10 |
| BES | Fernando Gorcía | 16.30 | BUY | 5/Nav/10 |
| BNP Poricas | José Femandez | 4.90 | Neulral | 4/Nov/10 |
| Berenberg | Benta Barello | 5.50 | BUY | 4/Nov/10 |
| Barclays Copital | Rupesh Modlan® | 6.50 | Equalweight | 4/Ncv/10 |
| BOAML | Malthew Yates | 640 | BJY | 3/Nov/10 |
| Natixis | Céline Chérupin | 400 | Neutral | 29/0ct/10 |
| Credit Sursse | Maria Eulólia Izquierdo | 5.30 | Outperform | 29/Oct/10 |
| HSBC | James Magness | 7 25 | Overweight | 18/Oct/10 |
| Santander | Joaquin Ferrer | 7 00 | Buy | 24/Sep/10 |
| Nomuro | Raimundo Fernandez-Cuesta 5.75 | Neutral | 6/Sep/10 | |
| Sabadell | Jorge Gonzalez | 6.77 | Buy | 30/Jul/10 |
| Unicredit | Javier Suárez | 5.50 | Hold | 28/Jul/10 |
| Banesta | José Brito Correig | :6.61 | Overweight | 22/Jun/10 |
| BBVA | Daniel Ortea | .7.90 | Oulperiom | 10/Jun/10 |
| ·Macquarie | Shai Hill | 5 40 | Neulral | 7/May/10 |
EDPR considers online information a powerful tool in the dissemination of material information updating its website with all the relevant dacuments. Apart from all the required information by CMVM regulations, the Company website also carries financial and operational updates af EDPR's activities ensuring all an easy access to infarmation.
| Portuguese English Spanish | |||
|---|---|---|---|
| Identification of the compony | V | V | V |
| Financial statements | V | ||
| Regulations of the manogement ond supervisory bodies | |||
| Audil and Control Cammittee Annual report | 1 | A | |
| Investor Relations Department - functions and contacl defails | 7 | V | V |
| Articles of associalion | 1 | ||
| Calendar of company events | V | ||
| Invitation to General Meeting | V | V | U |
| Proposal submitted for discussion and voling at General Meelings v | |||
| Minutes af the General Meeting of Shoreholders | 1 | V |
| Name | Position |
|---|---|
| ANTONIO MEXIA | |
| CEO of EDP - Energios de Portugal, S.A. | |
| ANA MARIA FERNANDES | |
| Director of EDP - Energias de Portugol, SA | |
| ANTÓNIO MARTINS DA COSTA | |
| CEO ond Vice-Choirperson of EDP Energios do Brosil, SA | |
| CEO and Choirperson of Horizon Wind Energy LLC | |
| Director of EDP - Energios de Portugol. SA | |
| JOÃO MANSO NETO | |
| Choirperson of the Executive Committee of EDP Produção | |
| CEO ond Vice-Choirperson of Hidroeléctrico del Cantábrico, SA | |
| Member of the Executive Board of Directors of EDP - Energios de Portugol, SA | |
| NUNO ALVES | |
| Executive Director of Millennium BCP Investimento, responsible for BCP Group | |
| Treosury ond Copitol Markets | |
| Member of the Executive Boord of Directors of EDP - Energias de Portugal, SA (CFO) | |
| ANTONIO NOGUEIRA LEÍTE | |
| Director of the Instituto Português de Relações Internacionais, UNL | |
| Director of Reditus, SGPS, SA | |
| Monoging Director José de Mello, SGPS, SA | |
| Director of Componhio União Fobril CUF, SGPS, SA | |
| Director of Quimigol, SA | |
| Director of CUF - Químicos Industriais SA | |
| Director of ADP, SA-CUF Adubos | |
| Director of Sociedades de Explosivos Civic, SEC, SA | |
| Director of Briso, SA | |
| Director of Efacec Capital, SGPS, SA | |
| Director of Comitur, SGPS, SA | |
| Director of Comitur Imobiliária, SA | |
| Director of Expocomitur - Promoções e Gestoa Imobillória, SA | |
| Director of Herdode do Vale da Fonte - Sociedade Agricola, Turistica e Imobiliária, | |
| SA | |
| Director of Sociedade Imabiliória e Turística do Cojo, SA | |
| Director of Sociedade Imobiliária da Rua dos Flores, nº 59, SA | |
| Director of José de Mello Saúde, SGPS, SA | |
| Vice-Chairperson of the Advisory Board af Banif Banca de Investimentos | |
| Chairperson af the General Supervisory Board of Opex, SA | |
| Member of the Advisary Board of IGCP | |
| Vice-Choirperson of Fórum para a Competitividade | |
| Name | Position | ||||
|---|---|---|---|---|---|
| Director of José de Mello Investimentos, SGPS, SA | |||||
| Director of Fundação de Aljuborrota | |||||
| Chairperson of Associação Oceano XXI (cluster do Mar) | |||||
| DANIEL M. KAMMEN | |||||
| Founding Director of Renewable and Appropriate Energy Laboratory (RAEL) of | |||||
| University of Colifornia, Berkeley | |||||
| Lecturer in Nucleor Energy at the University of Colifornia. Berkeley | |||||
| Lecturer in the Energy and Resources Group of University of Colitornia, Berkeley | |||||
| Lecturer in public policy at Goldmon School of Public Policy at University of | |||||
| Californio, Berkeley | |||||
| Co-Director of the Berkeley Institute of the Environment | |||||
| Member of the Executive Committee of Energy Biosciences Institute | |||||
| FRANCISCO JOSE QUEIROZ DE | |||||
| BARROS DE LACERDA | |||||
| Director of Bonco Comercial Português, SA and severol subsidiories | |||||
| Director of Mogue - SPGS, SA | |||||
| GILLES AUGUST | |||||
| Co-founder of August & Debouzy. He now monoges the firm's corporate | |||||
| deportment. | |||||
| JOAO LOPES RAIMUNDO | |||||
| Chairperson of the Board of Banque BCP Luxembourg | |||||
| Chairperson of the Boord of Directors of Bonque BCP France | |||||
| Director of Bonque Orive BCP Switzerlond | |||||
| Monaging Director of Bonco Comercial Português | |||||
| Vice-Chairperson of the Boord of Millenniun Angolo | |||||
| Director of Banco Millennium BCP de Investimento | |||||
| Vice-Chairperson of the Board of Millennium Bank, NA (USA) | |||||
| JOAO MANUEL DE MELLO FRANCO | |||||
| Director of Portugol Telecom SGPS, SA | |||||
| Chairperson of the Audit Committee of Portugol Telecom SGPS. SA | |||||
| Member of the Remunerations Committee of Portugol Telecom SGPS, SA | |||||
| Member of the Evaluation Committee of Portugal Telecom SGPS, S.A. | |||||
| Member of the Corporate Governance Committee of Portugal Telecom SGPS, SA | |||||
| JORGE SANTOS | |||||
| Full Professor of Economics at Instituto Superior de Economia e Gestão, da | |||||
| Universidode Técnico de Lisboo | |||||
| Member of the Assembly of Representatives of Instituto Superior de Economia e | |||||
| Gestão do Universidade Técnica de Lisboo | |||||
| Coordinotor af the PhD course in Economics at ISEG | |||||
| JOSÉ ARAÚJO E SILVA | |||||
| Director of Corticeira Amorim, SGPS, SA | |||||
| Member af the Executive Committee of Corticeira, SGPS, SA | |||||
| Director af Caixo Gerol de Depósitos | |||||
| JOSÉ SILVA LOPES | |||||
| Name | Position | |||||
|---|---|---|---|---|---|---|
| Chairperson of the Board af Directors Montepio Geral | ||||||
| MANUEL MENÉNDEZ MENÉNDEZ | ||||||
| Director of EDP - Energias de Partugal, SA | ||||||
| Chairperson of Cajastur | ||||||
| Chairperson of Hidroeléctrica del Cantábrico, SA | ||||||
| Chairpersan af Naturgas Energia, SA | ||||||
| Director of EDP Renewables Europe, SL Representative of Peña Ruedo, SL in the Board of Directars of Enagas, SA |
||||||
| Member of the Board of Confederación Española de Cajas de Ahorra | ||||||
| Member of the Baord of UNESA | ||||||
| RAFAEL CALDEIRA VALVERDE | ||||||
| Vice-Chairperson of the Board of Directors Banco Espirito Sonto de Investimento, SA | ||||||
| Member of the Executive Committee of Banco Espirita Santa de Investimento, SA |
edprenováveis
IN COMPANIES NOT BELONGING TO THE SAME GROUP AS EDP RENOVÁVEIS, S.A.
| N/A N/A ANTONIO MARTINS DA COSTA N/A N/A NUNO ALVES N/A Director of the Instituto Português de Relações Internacionais, UNL Director of Reditus, SGPS, SA Managing Director José de Mello, SGPS, SA Director of Companhia Uniãa Fabril CUF, SGPS, SA Director of Quimigal, SA Director of CUF-Químicos Industriais,SA Director of ADP, SA-CUF Adubos Directar af Sociedades de Explosivos Civic, SEC, SA Director of Briso, SA Director of Efocec Capitol. SGPS, SA Director of Comitur, SGPS, SA Director of Comitur Imoboiliária, SA Director of Expocomitur - Promoções e Gestão Imobiliária, SA Director of Sociedade Imobiliaria e Turistica do Cajo, SA Director of Sociedode Imobiliária da Rua dos Flores, nº 59, SA Director of José de Mello Soude, SGPS, SA Vice-Chairperson of the Advisory Baard of Banif Banco de Investimentos Chairperson of the General Supervisory Board of Opex, SA Member of the Advisory Board of IGCP Vice-Choirperson of Forum poro a Competitividade Director of Jasé de Mello Investimentos, SGPS, SA Director of Fundação de Aljubarroto Chairperson of Associaçãa Oceano XXI {cluster do Mor} |
Name | Position |
|---|---|---|
| ANTONIO MEXIA | ||
| ANA MARIA FERNANDES | ||
| JOAO MANSO NETO | ||
| ANTONIO NOGUEIRA LEITE | ||
| Director of Herdade do Vale da Fonte-Sociedade Agricolo, Turística e Imobiliária, SA | ||
| DANIEL M. KAMMEN |
| Name | Position | ||||||
|---|---|---|---|---|---|---|---|
| Founding Director of Renewable and Appropriote Energy Laborotory (RAEL) of | |||||||
| University of California, Berkeley | |||||||
| Lecturer in Nuclear Energy at the University of Colifornia, Berkeley | |||||||
| Lecturer in the Energy and Resources Group at University of California, Berkeley | |||||||
| Lecturer in public policy of Goldman School of Public Policy at University of | |||||||
| California, Berkeley Co-Director of the Berkeley Institute of the Environment Member of the Executive Committee of Energy Biosciences Institute |
|||||||
| Chief Technicol Speciolist, Renewable Energy and Energy Efficiency, The World Bonk | |||||||
| FRANCISCO JOSE QUEIROZ DE | |||||||
| BARROS DE LACERDA | |||||||
| CEO of Cimpor - Cimentos de Portugal, SGPS, SA | |||||||
| Chairperson of Cimpor Inversiones, SA | |||||||
| Choirperson of Sociedade de Investimento Cimpor Macou, SA | |||||||
| Manager of Deal Winds - Sociedade Unipessool. Lda | |||||||
| GILLES AUGUST | |||||||
| Co-founder of August & Debouzy. He now monoges the firm's corporate | |||||||
| department. | |||||||
| JOAO LOPES RAIMUNDO | |||||||
| Director of CIMPOR - Cimentos de Portugal SGPS, S.A. | |||||||
| Chairperson of the Boord of BCP Holdings USA, Inc | |||||||
| Monaging Director of Banco Comercial Português | |||||||
| JOAO MANUEL DE MELLO FRANCO | |||||||
| Director of Partugal Telecom SGPS, SA | |||||||
| Chairperson of the Audit Committee of Portugal Telecom SGPS, SA | |||||||
| Member of the Remunerotions Committee of Portugal Telecom SGPS, SA | |||||||
| Member of the Evaluation Committee of Parlugal Telecom SGPS, S.A. | |||||||
| Member of the Corporate Governonce Committee of Portugal Telecom SGPS, SA | |||||||
| JOKGE SANIOS | |||||||
| Full Professor of Economics of Instituto Superiar de Ecanomio e Gestão, da | |||||||
| Universidade Técnica de Lisbao | |||||||
| Member of the Assembly of Representatives of Instituto Superior de Economia e | |||||||
| Gestõo da Universidode Técnica de Lisboo | |||||||
| Coordinator of the PhD course in Economics at ISEG | |||||||
| JOSÉ ARAÚJO E SILVA | |||||||
| Director of Corticeiro Amarim, SGPS, SA | |||||||
| Member of the Executive Committee of Carticeiro, SGPS, SA | |||||||
| Director of Coixa Geral de Depósitos | |||||||
| JOSÉ SILVA LOPES | |||||||
| Chairperson of the Board of Directors of Montepio Geral | |||||||
| MANUEL MENÊNDEZ MENÊN DEZ | |||||||
| Chairperson of Cajastur | |||||||
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |||||||
| Position | ||||||
|---|---|---|---|---|---|---|
| Member of the Boord af Confederación Espoñola de Cajas de Ahorro | ||||||
| Member of the Board of UNESA | ||||||
| RAFAFI CALDEIRA VALVERDE | ||||||
| Vice-Chairperson of the Baard of Directars Banco Espirita Santo de Investimento, SA | ||||||
| Member of the Executive Cammittee of Banco Espinto Santo de Investimento, SA | ||||||
| 16-20 191 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 1991 |
| António Mexia | Ana Maria Fernandes |
Antonio Martins da Costa |
João Manso Neto |
Nuno Alves | Manuel Menendez Menendez |
|
|---|---|---|---|---|---|---|
| EDP - Energias de Portugal, S.A. |
Chairperson of the Executive Board of Directors |
Director | Director | Director | Director | |
| EDP - Gestão da Produção de Energia, S.A. |
Chairperson of the Board of Directors |
|||||
| EDP - Energias do Brasil, S.A. |
Chairperson of the Board of Directors |
Director | Director | |||
| EDP - Estudos e Consultoria, S.A. |
Chairperson of the Board of Directors |
|||||
| EDP - Soluções Comercials, S.A. |
Choirperson of the Board of Directors |
|||||
| EDP - Imobiliária e Participações, S.A. |
Chairperson of the Board of Directors |
|||||
| EDP Valor - Gestão Integrada de Serviços, S.A. |
Chairperson of the Board of Directors |
|||||
| Sāvida - Medicina Apoioda, S.A. |
Choirperson of the Board of Directors |
|||||
| SCS - Serviços Complementares de Saúde, S.A. |
Chairperson of the Board of Directors |
|||||
| Energia RE, S.A. | Choirperson of the Boord of Directors |
|||||
| Hidroeléctrica del Cantábrico, S.A. |
Director | Director | Vice- Choirperson of the Board of Directors |
Director | Choirperson of the Board of Directors |
|
| Naturgás Energia, S.A. |
Vice- Chairperson of the Board of Directors |
Chairperson of the Board of Directors |
||||
| EDP Investimentos, SGPS, S.A. |
Choirperson of the Board of Directors |
|||||
| EDP Gos III, SGPS, S.A. |
Choirperson of the Boord of Directors |
|||||
| EDP Gas II, SGPS, S.A. (ex-NQF Gás, SGPS, S.A.) |
Chairperson of the Boord of Directors |
|||||
| EDP Gas - SGPS, S.A. |
Chairperson of ! the Board of Directors |
|||||
| EDP Internacional. S.A. |
Chairperson of the Boord of Directors |
|||||
| Horizon Wind | Chairperson of |
EDP Renováveis - 2010 Corporale Governance Report
| António Mexia | Ana Maria Fernandes |
Antonio Martins da Costa |
João Manso Neto |
Nuno Alves | Manuel Menendez Menendez |
|
|---|---|---|---|---|---|---|
| Energy, LLC | the Board of Directors |
|||||
| EDP Renewables Europe, SL |
Chairperson of the Board of Directors |
Director | ||||
| Balwerk - Consultadoria Económica e Participações, Sociedade Unipessoal, Lda. |
Manager | |||||
| EDP Asia - Investimentos e Consultoria Lda. |
Chairperson of the Baard of Directors |
|||||
| EDP - Energios de Portugal Sociedade Anónima, Sucursal en Espoña |
Permanent Representative |
Permanent Representative |
Permanent Representative |
Permanent Representative |
Permanent Representative |
|
| EDP Gas.com - Comércio de Gas Natural, S.A. |
Directar | |||||
| EDP Finance BV | Representolive | Representative Representative · Representative | Representative | |||
| Electricidode de Portugal Finance Company Ireland Lt. |
Director | |||||
| ENEOP - Eólicas de Portugal, S.A. |
Chairperson af the Baard of Directors |
|||||
| EDP Renovávels Brasil, S.A. |
Chairperson of the Board af Directars |
|||||
| EDP - Ásia Soluções Energélicas Limitada |
Chairperson of the Baard of Directors |
|||||
| Empresa Hidroeléctrica do Guadiana, S.A. |
Chairpersan of the Board of Directors |
|||||
| EDP Projectos, 5GP5, 5.A. |
Director | Director | ||||
| EDP Energio Ibérica S.A. |
Director | |||||
| Enagás, 5.A. | Permanent Representative |
ANNEX IV
Received a degree in Economics from Université de Genève (Switzerland) in 1980, where he was also Assistant Lecturer in the Department of Economics. He was a postgraduate lecturer in European Studies at Universidade Católica. He was also a member of the governing boards of Universidade Nova de Lisboa and of Universidade Católica, where he was Director from 1982 to 1995. He served as Assistant to the Secretary of State for Foreign Trade from 1986 until 1988. From 1988 to 1990 he served as Vice-Chairperson of the Board of Directors of ICEP (Portuguese Institute for Foreign Trade). From 1990 to 1998 he was Director of Banco Espírito Santo de Investimentos and in 1998 he was appointed Chairperson of the Board of Directors of Gás de Portugal and Transgás. In 2000 he joined Galp Energia as Vice-Chairperson of the Board of Directors. From 2001 to 2004, he was the Executive Chairperson of Galp Energia and Chairperson of the Board of Directors of Petrogal, Gás de Portugal, Transgás-Atlântico. In 2004, he was appointed Minister of Public Works, Transport and Communication for Portugal's 16th Constitutional Government. He also served as Chairperson of the Portuguese Energy Association (APE) from 1999 to 2002, member of the Trilateral Commission from 1992 to 1998, Vice-Choirperson of the Portuguese Industrial Association (AIP) and Chairperson of the General Supervisory Board of Ambelis. He wos olso a Government representative to the EU working group for the trons-European network development. Since March 315, 2006 Mr. Mexia is the Chief Executive Officer of EDP - Energias de Portugal, S.A.
Graduated in Economics from the Faculty of Economics at Oporto (1986). She received a postgraduate degree in Finance from the Faculty of Economics of Universidade do Porto and an MBA from the Escola de Gestão do Porto (1989). She lectured at the Faculty of Economics of Universidade do Porto from 1989 until 1991. She began her professional career in 1986 at Conselho - Gestão e Investimentos, a company of the Banco Português do Atlântico Group, in the capital markets, investments and business restructuring field. In 1989 she began working at Efisa, Sociedade de Investimentos, in the area of corporate finance, and was later made a Director of Banco Efisa. In 1992 she joined the Grupo Banco de Famento e Exterior as Director in the area of investment banking and was Head "Corporate Finance" at BP1 between 1996 and 1998. In 1998 she joined Gás de Portugal as Director of Strategic Planning and M&A and in 2000 became Director of Strategy and Portfolio Management of Galp Business. She later became president of Galp Power and Director of Transgás. In 2004 she was appointed a Director of the
Board of Galp Energia. Since March 314, 2006 Mrs. Fernandes is a Director of EDP - Energias de Portugal, S.A.
Holds a degree in Civil Engineering and an MBA from the University of Oporto, and has completed executive education studies at INSEAD (Fontainebleau), AESE (Lisbon) and the AMP of the Wharton School (University of Pennsylvania). Mr. António Martins da Costa was the Chairperson and CEO of Horizon Wind Energy and is a Director of EDP Renováveis. From 2003 to 2007, António Martins da Costa was the CEO and Vice-Chairperson of the Board of Directors of Energias do Brasil and Chairperson of the Board of Directors of the Company's subsidiaries in Brazil. He started his professional career in 1976 as a lecturer at the Superior Engineering Institute of Porto, joined EDP in 1981 and In 1989 he moved to the financial sector, assuming the positions of General Manager of banking and Executive Director on the insurance companies, pension funds and asset management operations of Millenium BCP and Director of Eureko BV (Netherlands). Since 1999 he was also Deputy CEO and Vice-President of the Executive Board of PZU (Poland), the biggest insurance company and asset manager in Central and Eastern Europe. Since March 31st, 2006 Mr. Martins da Costa is a Director of EDP - Energias de Portugal, S.A.
Graduated in Economics from Instituto Superior de Economia (1981) and received a postgraduate degree in European Economics from Universidade Católica Portuguesa (1982). He also completed a professional education course through the American Bankers Association (1982), the academic component of the master's degree programme in Economics at the Faculty of Economics, Universidade Nova de Lisboa and, in 1985, the "Advanced Management Program for Overseas Bankers" at the Wharton School in Philadelphia. From 1988 to 1995 he worked at Banco Português do Atlântico, occupying the positions of Supervisor for the International Credit Division, Head of the International Credit Division, Department Director, Deputy Central Director for International Management and Central Director of Financial Management and Retail Commerce South. From 1995 to 2002 he worked at the Banco Comercial Português, where he held the posts of General Director of Financial Management, General Manager of Large Institutional Businesses, General Manager of the Treasury, Director of BCP Banco de Investimento and Vice-Chairperson of BIG Bank Gdansk. From 2002 to 2003, in Banco Português de Negócios, he was the Chairperson of BPN Servicos ACE, Director of BPN SGPS, Director of Sociedade Lusa de Negócios and Director of Banco Efisa. He is still a voting Member of the OMEL Board of Directors. From 2003 to 2005 he worked at EDP as Director-General and Administrator of EDP
Produção. In 2005 he was named Appointed Adviser at HC Energía, Chairperson of Genesa and Director of Naturgas Energia and OMEL. Since March 31吋, 2006 Mr. Manso Neto is a Director of EDP - Energias de Portugal, S.A.
Mr. Nuno Alves holds a degree in Naval Architecture and Marine Engineering (1980) and o Master in Business Administration (1985) by the University of Michigan. In 1988, he joins the Planning and Strategy Department of Millennium BCP and in 1990 becomes an associate Director of the bank's Financial Investments Division. In 1991, Mr. Nuno Alves is appointed as the Investor Relations Officer for the group and in 1994 he joins the Retail network as Coordinating Manager. In 1996, he becomes Head of the Capital Markets Division of Banco CISF, currently Millennium BCP Investimento, and, in 1997, Co Head of the bank's Investment Banking Division. In 1999, Mr. Nuno Alves is appointed as Chairperson and CEO of CISF Dealer, the brokerage arm of Banco CISF. Since 2000, before his appointment as EDP's Chief Financial Officer in March 2006, Mr. Nuno Alves acted as an Executive Director of Millennium BCP Investimento, responsible for BCP Group Treasury and Capital Markets
Born in 1962. Between 1988 and 1996, he held the position of consultont to several national and international institutions, including the Bank of Portugal, the OECD and the EC. Between 1995 and 1998, was general secretary of APRITEL, and between 2000 and 2002 was a Director of APRITEL. From 1997 to 1999, was a Director of Soporcel, S.A., between 1998 and 1999, was a Director of Papercel, S.A., and in 1999, was a Director of MC Corretagern, S.A. Also in 1999, he was appointed chairperson of the board of directors of Bolsa de Valores de Lisboa and became a member of the executive committee of Associação de Bolsas Ibero Americanas. Since 2000, Mr. Nogueira Leite has been a member of the consultative council of Associação Portuguesa para o Desenvolvimento das Comunicações. Between 2000 and 2002, was a consultant for Vodafone— Telecomunicações Pessoais,S.A., between 2001 and 2002, he was a consultant of GE Capital, and in 2002 was a member of the consultative council of IGCP. Since 2002, he has held various positions within the José de Mello group and has held Directorships with numerous other entities including Reditus, SGPS, S.A., Quimigal, S.A., ADP, S.A., Comitur, SGPS, S.A., Comitur Imobiliária, S.A., Expocomitur-Promoções e Gestão Imobiliária, S.A., Herdade do Vale da Fonte-Sociedade Agrícola, Turística e Imobiliária, S.A., e SGPS, S.A., Efacec Capital, SGPS, S.A., and Cuf-Químicos Industriais, S.A. He held a further Directorship with Sociedade de Explosivos Civis, SEC, S.A. from 2007 to March 2008. Between October 1999 and August 2000, was Secretary of State for Treasury and Finance and Governor Substitute of the European Bank of Investments. Additionally held positions with the European Bank for Reconstruction and
Development, the International Monetary Fund and was a member of the Financial and Economic Council of the European Union. He was vice-chairperson of the consultative council of Banif Banco de Investimento, S.A., and chairperson of the general and supervision council of OPEX, S.A. He is Chairperson of Associoção Oceano XXI (cluster do Mar).
Has an undergraduate degree in economics from the Universidade Católica Portuguesa, a master of science degree in economics, and a Ph.D. in economics from the University of Illinois.
Born in 1962. Between 1988 and 1991, he was a research fellow in the division of engineering and applied science and the division of biology at the California Institute of Technology and a postdoctorate researcher of Weizmann & Bantrell in the engineering and applied science and biology department at Colifornia Institute of Technology. Between 1991 ond 1993, he was a reseorch colloborotor for science and internationol affairs at the John F. Kennedy School of Government, Harvard University. Between 1991 and 1993, he wos a research associate for the northeast regional centre for global environmental change and the department of physics, Horvard University. In 1993, he was oppointed a permanent fellow at the African Acodemy of Sciences. Between 1993 and 1999, he was o member of the research faculty at the Centre for Energy and Environmental Studies of the School of Engineering and Applied Science at Princeton University. Between 1997 and 1999, he was Class of 1934 Preceptor at the Woodrow Wilson School of Public and Internationol Affairs at Princeton University, and between 1998 and 1999 he wos chair of the science, technology and environmental policy progrom (STEP) of the some institution. Between 1998 ond 2001, he was on associate professor of the energy and resource group and between 1999 and 2001 wos an associate professor of nuclear engineering at the University of California, 8erkeley. In 1999, he was a founding Director of the renewable and appropriote energy laboratory (RAEL) of the University of California, Berkeley. From 2000 to 2001, he joined the core management team of the Commission of Power of California Public Interest Environmental Research-Environmental Area. Between 2004 and 2009, he was the Director of the University of California, Berkeley, and Industrial Technology Research Institute of Taiwan. In 2005, he was appointed co-Director of the Berkeley Institute of the Environment. In 2006, he was appointed a member of the Energy and Resources Group and in 2007 held the position of coordinator of the science and impact sectar in the Energy 8iosciences Institute. In addition, since 2001, he has been a professor of public policy of the Goldman School of Public Policy, University of California, Berkeley. He is also an author of several studies and has received several awards in the energy sector. Since 2010 he is the Chief Technical Specialist, Renewable Energy and Energy Efficiency at The World Bank.
He has an undergraduate degree, a masters degree and a Ph.D. each in physics.
Born in 1960. From 1984 to 1985, he was an assistant professor at Universidade Católica Portuguesa. Between 1982 and 1990, he held the position of analyst, manager and Director of Locapor (Leasing), CISF and Hispano Americano Sociedade de Investimentos. Between 1990 and 2000 he developed his main activity at Banco Mello, as managing director since 1990 and as CEO between 1993 and 2000, being after 1997 also vice-chairperson of the Board of Directors, and, over that period, Chairperson or Director of several banks and financial companies' part of the Banco Mello group. He was simultaneously member of the top management team of the José de Mello group as Director of UIF, SGPS, and a non-executive Director of Insurance Company Império. Between 2000 and 2008, he was a member of the Executive Board of Directors of Banco Comercial Português, S.A., and in this capacity was responsible for the activities of the banking group in Central, Eastern & South-eastern Europe and in investment banking. He is a Director of Mague-SPGS, S.A. and business consultant to several companies. He has an undergraduate degree in company administration and management from Universidade Cotólica Portuguesa.
Born in 1957, between 1984 and 1986, he was a Lawyer at Finley, Kumble, Wagner, Heine, Underberg, Manley & Casey Law Office in Washington DC. Between 1986 and 1991he was an Associate and later became partner at Baudel, Salès, Vincent & Georges Law Firm in Paris. In 1995 he co-founded August & Debouzy Law firm where he is presently working as the manager of the firm's corporate department. He has been a Lecturer at École Supérieur des Sciences Economiqueset Commerciales and at Collège de Polytechnique and is currently giving lecturers at CNAM (Conservotoite National des Arts et Métiers). He is Knight of the Lègion d'Honneur.
He has a Master in Laws from Georgetown University Law Center in Washington DC (1986); a Post-graduate degree in Corporate Law from University of Paris II Phantéon, DEA (1984) and a Master in Private Law from the same University (1981). He graduated from the Ecole Supérieure des Sciences
Born in 1960. Between 1982 and 1985, he was senior auditor of BDO-Binder Dijker Otte Co. Between 1987 and 1990, he was director of Banco Manufactures Hanover (Portugal), S.A. and between 1990 and 1993 was o member of the board of TOTTAFactor, S.A. (Grupo Banco Totta e Açores) and Valores Ibéricos, SGPS, S.A. In 1993, he held Directorships with Nacional Factoring, da CISF—Imóveis and CISF Equipamentos. Between 1995 and 1997 he was a Director of CISF—
Banco de Investimento and a Director of Nacional Factoring. In 1998, he was appointed to the board of several companies, including Leasing Atlântico, Comercial Leasing, Factoring Atlântico, Nacional Leasing and Nacional Factoring. From 1999 to 2000, he was a Director of BCP Leasing, BCP Factoring and Leasefactor SGPS. From 2000 to 2003, He was appointed Chairperson of the Board of Directors of Banque BCP (Luxemburg) and Chairperson of the Executive Committee of Banque BCP (France). Between 2003 and 2006 he was a member of management of Banque Prive BCP (Switzerland) and was general director of private banking of BCP. Since 2006, he has been a Director of Banco Millennium BCP de Investimento, and general Director of Banco Comercial Português and Vice-Chairperson and CEO of Millenniumbep bank, NA. Mr. Lopes Raimundo is presently Director of CIMPOR - Cimentos de Portugal SGPS, S.A., Chairperson of the Board of BCP Holdings USA, Inc.
Has an undergraduate degree in company management and administration from Universidade Católica Portuguesa de Lisboa, and a master of business administration degree from INSEAD.
Born in 1946. Between 1986 and 1989, he was a member of the management council of Tecnologia das Comunicações, Lda. Between 1989 and 1994, he was chairperson of the board of Directors of Telefones de Lisboa e Porto, S.A., and between 1993 and 1995 he was chairperson ot Associação Portuguesa para a Desenvolvimento das Comunicações. From 1994 to 1995, he was chairperson of the board of Directors of Companhia Portuguesa Rádio Marconi and additionally was chairperson of the board of Directors of Companhia Santomense de Telecomunicações e da Guiné Telecom. From 1995 to 1997, he was vice-chairperson of the board of Directors and chairperson of the executive committee of Lisnave (Estaleiros Navais) S.A. Between 1997 and 2001, he was chairperson of the board of Directors of Soponata and was a Director and member of the audit committee of International Shipowners Reinsurance, Co S.A. Between 2001 and 2004, he was vice-chairperson of José de Mello Imobiliária SGPS, S.A., and was chairperson of the boards of Directors of IMOPOLIS, S.A., José de Mello Residenciais & Serviços, S.A. and Engimais, S.A. Since 1998, he has been a Director of Portugal Telecom SGPS, S.A., chairperson of the audit committee since 2004, and member of the corporate governance committee since 2006.
Has an undergraduate degree in mechanical engineering from Instituto Superior Técnico. He additionally holds a certificate in strategic management and company boards and is the holder of a grant of Junta de Energia Nuclear.
Born in 1951. From 1997 to 1998, he coordinated the committee for evaluation of the EC Support Framework II and was a member of the committee for the elaboration of the ex-ante EC Support Framework III. From 1998 to 2000, he was chairperson of the Unidade de Estudos sobre a Complexidade na Economia and from 1998 to 2002 was chairperson of the scientific council of Instituto Superior de Economia e Gestão of the Universidade Técnica de Lisboa. From 2001 to 2002, he coordinated the committee for the elaboration of the Strategic Programme of Economic and Social Development for the Peninsula of Setúbal. Since 2007, he has been coordinator of the masters program in economics, and since 2008, he has been a member of the representatives' assembly of Instituto Superior de Gestão of the Universidade Técnica de Lisboa (ISEG).
Has an undergraduate degree in economics from Instituto Superior de Economia e Gestão, a master degree in economics from the University of Bristol and a Ph.D. in economics from the University of Kent. He additionally has a doctorate degree in economics from the Instituto Superior de Economia e Gestão ot Universidade Técnica de Lisboa, and has consequently held the positions of Professor Auxiliar and Professor Associado with Universidade Técnica de Lisboa. He has been appointed as university professor (catedrático) of Universidade Técnica de Lisboa and is the President of the Department of Economics at ISEG.
Born in 1951. He began his professional career as an assistant lecturer at Faculdade de Economia do Porto. From 1991 he was invited to be a lecturer at Universidade Católica do Porto and additionally held a part-time position as technician for Comissão de Coordenação da Região Norte. He has since held the position of Director of several componies, including of Banco Espírito Santo e Comercial de Lisboa and Soserfin—Sociedade Internacional de Serviços Financeiros-Oporto group. He has been involved in the finance and management coordination of Sonae Investimentos SGPS, was executive Director of Sonae Participações Financeiras, SGPS, S.A. and was vice-chairperson of Sonae Indústria, SGPS, S.A. He has additionally held Directorships with Tafisa, S.A., Spread SGPS, S.A. and Corticeira Amorim, SGPS. He presently serves on the board of Directors of Caixa Geral de Depósitos, S.A.
Has an undergraduote degree in economics from the Faculdade de Economia do Porto and has obtained certificates from Universidade de Paris IX, Dauphine and the Midland Bank International bonker's course in London.
Born in 1932. From 1969 to 1974, he was a Director of Caixa Geral de Depósitos and Director of the Cabinet of Studies and Planning of the Ministry of Finance. In 1972, he held the position of deputy chief of negotiations for the free market agreement of the EC. Between 1974 and 1978, he was Minister of Finance, additionally holding the position of External Markets Minister between 1974 and 1975. Between 1975 and 1980, he held the position of Governor of the Bank of Portugal. From January 2004 till 2010, he was chairperson of the board of Directors of Montepio Geral.
In 2003, he was awarded the Order of Gra Cruz by the President of Portugal for his 48 years of service as an economist predominantly for the Portuguese state. In 2004, he was awarded a degree of doutor honoris causa by Instituto Superior de Gestão. Also has a degree in finance from the Instituto Superior de Ciências Económicas e Financeiras.
Born in 1960. He has been a Director and a member of the executive committee of each of Cajastur and Hidrocantábrico. He has been a member of the board of directors, executive committee and audit and control committee of AIRTEL. He has also been a Director of LICO Corporación and ENCE, vice-chairperson of the board of SEDES, S.A. and executive chairperson of Sociedad de Garantía Recípraca de Asturias. Curently, he is chairperson of Cajastur, Hidrocantábrico and Naturgas Energia, a Director of EDP Renewables Europe, S.L. and Confederación Española de Cajas de Ahorros, a member of the Junta Directiva de UNESA and a member of Registro Oficial de Auditores de Cuentas. He also represents Peña Rueda, S.L. (a subsidiary of Cajastur) on the board af Directors of Enagas.
Has an undergraduate degree in economics and company management and a Ph.D. in ecanomic sciences, each from the University of Oviedo. He has been appointed university professar (catedrático) of company management and accounts at the University of Oviedo.
Born in 1953. In 1987, he joined Banco Espírito Santa de Investimento, S.A. and was the Director responsible for financial services management, client management, structured financing management, capital markets management, and for the department far origination and information; between 1991 and 2005 he was also Director and Member of the Executive Committee. In March 2005, he was appointed as vice-chairperson of the board of Directors of Banco Espírita Santo de Investimento, S.A. and formed part of the executive committee of the company. He is Vice-Chairperson of the Board of Directors and Member of the Executive Committee of Banco Espírito Santo de Investimento, S.A. Director of BES Investimento do Brasil, S.A.; ESSI, SGPS, S.A.; ESSI COMUNICAÇÕES, SGPS, S.A.; ESSI INVESTIMENTOS, S.A. and Espírito Santo Investment Holdings Limited.
Has an undergraduate degree in economics from the Instituto de Economia da Faculdade Técnica de Lisboa.
Born in 1955. In 1981, he joined Soto de Ribera Power Plant, which was owned by a consortium comprising Electra de Viesgo, Iberdrola and Hidrocantábrico, as legal counsel. In 1995, he was appointed general counsel of Soto de Ribera Power Plont, and also chief of administration and human resources of the consortium. In 1999, he was appointed as legal counsel at Hidrocantábrico, and in 2003 was appointed general counsel of Hidrocantábrico and also a member of its management committee. Presently serves as general counsel of the Company, as secretary of the Board, and is also Director and/or secretary on Boards of Directors of a number the Company's subsidiaries in Europe.
Holds a master's degree in law from the University of Oviedo.
SHARES OF EDP RENOVÁVEIS OWNED BY MEMBERS OF THE BOARD OF DIRECTORS AS AT 31.12.2010
| Name | Direct | Indirect | Total |
|---|---|---|---|
| António Luis Guerra Nunes Mexia | 3,880 | 320 | 4,200 |
| Ana Maria Machado Femandes | 1,510 | O | 1,510 |
| João Manuel Manso Neto | O | 0 | 0 |
| Nuno Maria Pestana de Almeida Alves | 5,000 | 0 | 5,000 |
| António Fernando Melo Martins da Costa | 1,330 | 150 | 1,480 |
| Francisco José Queiroz de Barros de Lacerda | 310 | 310 | 620 |
| João Manuel de Mello Franco | 380 | 0 | 380 |
| Jorge Manuel Azevedo Henriques dos Santos | 200 | 0 | 200 |
| José Silva Lopes | 760 | 0 | 760 |
| José Fernando Maia de Araújo e Silva | 80 | 0 | 80 |
| Rafael Caldeira de Castel-Branco Valverde | O | O | 0 |
| António do Pranto Nogueira Leite | 0 | 0 | 0 |
| João José Belard da Fonseca Lopes Raimunda | 170 | 670 | 840 |
| Daniel M. Kammen | 0 | 0 | 0 |
| Manuel Menéndez Menendez | 0 | 0 | 0 |
| Gilles August | 0 | 0 | 0 |
Members of the Board of Directors of the Company EDP Renováveis, S.A.
To the extent of our knowledge, the informotion referred to In sub-paragraph a) of paragraph 1 of Article 245 of Decree-Law no. 357-A/2007 of October 31 and other documents relating to the submission of accounts required by current regulations have been prepared in accordance with applicable accounting standards, retlecting a true and fair view of the assets, liablities, financial position and results of EDP Renovávels, S.A. and the companies included in its scope of consolidation and the management report fairly presents the evolution of business performance and position of EDP Renováveis, S.A. and the companies included in its scope of consolidation, containing a description of the principal risks and uncertaintles that they face.
| Lisbon, February 23, 2010. | |
|---|---|
| Mr. Antonio Luls Gyerra Nunes Mexia | |
| Mr. António Fernando Melo Marlins da Costa Mr. Nuno Marla Pestana de Almeida Alves | |
| Mr. João Manuel Manso Neto | Mr. Jósé Silva Lopes |
| Mr. António do Pranto Nogueira Lette | |
| Mr. José Fernando Maia de Araújo e Silva | |
| MixJoão Manuel de Mello Franco | |
| Mr. Daniel M. Kammen | Mr. Francisco José Queiroz de Berros de Lacerda |
| Mr. Gilles August | Mr. João José Belard da Fonseca Lopes Raimundo |
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