Annual / Quarterly Financial Statement • Mar 1, 2010
Annual / Quarterly Financial Statement
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Financial Statements & Notes,
Management Report
EDP Renováveis S.A.
EDP Renováveis Group – 2009 Management Report 1 / 2
December 2009

ATTACHED – EDP RENOVÁVEIS, S.A. INDIVIDUAL FINANCIAL STATEMENTS AS OF 31/DEC/2009
Made in Madrid, February 26th of 2010
| Assets | Note | 2009 | 2008 |
|---|---|---|---|
| Intangible assets | 5 | 3,889 | 58 |
| Property, plant and equipment | 6 | 527 | 238 |
| Non-current investments in Group companies | 7,382,998 | 6,256,959 | |
| Equity instruments | 8 | 3,724,936 | 3,648,347 |
| Loans to Group companies | 10.a | 3,658,062 | 2,608,612 |
| Non-current investments | 117 | 2 | |
| Deferred tax assets | 16 | 1,349 | 160 |
| Total non-current assets | 7,388,880 | 6,257,417 | |
| Trade and other receivables | 10.c | 3,294 | 16,204 |
| Trade receivables from Group companies and associates – current | 2,158 | 1,679 | |
| Other receivables | 146 | 170 | |
| Personnel | 2 | - | |
| Public entities, other | 988 | 14,355 | |
| Current investments in Group companies and associates | 10.a | 239,353 | 302,355 |
| Debt securities | 202,546 | 194,978 | |
| Derivatives | 612 | 1,527 | |
| Other financial assets | - | 83,025 | |
| Other investments | 36,195 | 22,825 | |
| Prepayments for current assets | 202 | 91 | |
| Cash and cash equivalents | 12 | 257,552 | 16,610 |
| Cash | 257,552 | 16,610 | |
| Total current assets | 500,401 | 335,260 | |
| Total assets | 7,889,281 | 6,592,677 |
| Equity and Liabilities | Note | 2009 | 2008 | |
|---|---|---|---|---|
| Capital and reserves | ||||
| Share capital | 13.a | 4,361,541 | 4,361,541 | |
| Share premium | 1,228,451 | 1,228,451 | ||
| Reserves | 40,268 | (34,526) | ||
| Profit for the year | 68,012 | 74,794 | ||
| Total equity | 5,698,272 | 5,630,260 | ||
| Non-current provisions | 384 | - | ||
| Long-term employee benefits | 384 | - | ||
| Non-current payables | 1,268 | 65,480 | ||
| Derivatives | 11 | 1,268 | 65,478 | |
| Other financial liabilities | 15.c | - | 2 | |
| Group companies and associates – non-current | 15.a | 2,131,042 | 862,817 | |
| Deferred tax liabilities | 16 | 21,872 | 13,123 | |
| Total non-current liabilities | 2,154,566 | 941,420 | ||
| Current payables | 11 | 612 | 1,527 | |
| Group companies and associates – current | 15.a | 14,079 | 4,813 | |
| Trade and other payables | 21,752 | 14,657 | ||
| Current suppliers | 15.c | 3,306 | 8,069 | |
| Suppliers, Group companies and associates – current | 15.c | 16,695 | 5,307 | |
| Personnel (salaries payable) | 15.c | 1,357 | 1,061 | |
| Public entities, other | 16 | 394 | 220 | |
| Total current liabilities | 36,443 | 20,997 | ||
| Total equity and liabilities | 7,889,281 | 6,592,677 |
| Note | 2009 | 2008 | |
|---|---|---|---|
| CONTINUING OPERATIONS Revenues |
9 and 19.a | 196,697 | 126,936 |
| Work performed by the entity and capitalised | 66 | - | |
| Other operating income | 803 | 1,679 | |
| Non-trading and other administrative income | 803 | 1,679 | |
| Personnel expense | (7,544) | (1,723) | |
| Wages and salaries | (6,773) | (1,676) | |
| Employee benefits expense | 19.b | (771) | (47) |
| Other operating expenses | (14,809) | (7,205) | |
| External services | 19.c | (14,681) | (7,205) |
| Local taxes | (1) | - | |
| Other administrative expenses | (127) | - | |
| Amortisation and depreciation | 5 and 6 | (269) | - |
| Results from operating activities | 174,944 | 119,687 | |
| Finance income | 9 | 13 | 607 |
| Other investment income | 13 | 607 | |
| Other | 13 | 607 | |
| Finance expenses | 14.a | (79,312) | (13,256) |
| Group companies and associates | (79,299) | (13,249) | |
| Other | (13) | (7) | |
| Exchange gains/(losses) | 1,504 | (219) | |
| Net finance expense | (77,795) | (12,868) | |
| Profit before income tax | 97,149 | 106,819 | |
| Income taxes | 16 | (29,137) | (32,025) |
| Profit from continuing operations | 68,012 | 74,794 | |
| DISCONTINUED OPERATIONS | - | ||
| Profit for the year | 68,012 | 74,794 |
The accompanying notes form an integral part of the annual accounts for 2009.
| Note | 2009 | 2008 | |
|---|---|---|---|
| Profit for the year | 68,012 | 74,794 | |
| Total income and expense recognised directly in equity | - | - | |
| Total income and expense recognised in the income statement | - | - | |
| Total adjustments to non-financial assets and non-financial liabilities |
- | - | |
| Total recognised income and expense | 68,012 | 74,794 |
| Entity | Share capital | Share premium |
Reserves | Costs on share capital increases |
Profit for the year |
Total |
|---|---|---|---|---|---|---|
| Balance at 31 December 2008 |
4,361,541 | 1,228,451 | 44 | (34,570) | 74,794 | 5,630,260 |
| Recognised income and expense Operations with equity holders or owners Distribution of profit for the year Reserves |
- - |
- - |
- 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 |
| Entity | Share capital | Share premium |
Reserves | Costs on share capital increases |
Profit/(loss) for the year |
Total |
|---|---|---|---|---|---|---|
| Balance at 31 December 2007 Adjustments for changes in criteria |
18,873 | 1,882,338 | - | - | (23,520) | 1,877,691 |
| 2007 and prior years |
- | - | - | - | 23,564 | 23,564 |
| Adjusted balance at 1 January 2008 |
18,873 | 1,882,338 | - | - | 44 | 1,901,255 |
| Recognised income and expense Operations with equity holders or owners |
- | - | - | - | 74,794 | 74,794 |
| Share capital increases Distribution of profit for the year Reserves |
4,342,668 - |
(653,887) - |
- 44 |
(34,570) - |
- (44) |
3,654,211 - |
| Balance at 31 | ||||||
| December 2008 | 4,361,541 | 1,228,451 | 44 | (34,570) | 74,794 | 5,630,260 |
| Note | 2009 | 2008 | |
|---|---|---|---|
| Cash flows from operating activities | |||
| Profit for the year before tax | 97,149 | 106,819 | |
| Adjustments for: | (118,633) | (114,068) | |
| Amortisation and depreciation (+) | 9 | 269 | - |
| Finance income | 9 | (196,710) | (127,543) |
| Finance expenses | 14 | 79,312 | 13,256 |
| Exchange gains/losses (+/-) | (1,504) | 219 | |
| Changes in operating assets and liabilities | 6,378 | 4,883 | |
| Trade and other receivables (+/-) | (220) | (1,942) | |
| Other current assets | (111) | - | |
| Trade and other payables (+/-) | 6,535 | 7,365 | |
| Other current liabilities (+/-) | 174 | (540) | |
| Other cash flows used in operating activities | (1,227,245) | (2,387,529) | |
| Interest paid (-) | (29,468) | (13,318) | |
| Interest received (+) | 94,747 | 111,505 | |
| Payments on loans extended to subsidiaries (-) | (1,304,945) | (2,453,023) | |
| Income tax paid (received) (-/+) | 12,421 | (32,693) | |
| Cash flows from operating activities | (1,242,351) | (2,389,895) | |
| Cash flows used in investing activities | |||
| Payments for investments (-) | (198,741) | (98) | |
| Group companies and associates | 5 | (194,738) | (58) |
| Intangible assets | 5 | (3,671) | (58) |
| Property, plant and equipment | 6 and 15.c | (332) | (43) |
| Other assets | - | 3 | |
| Cash flows from investing activities | (198,741) | (98) | |
| Cash flows from financing activities | |||
| Proceeds from and payments for equity instruments | - | 1,538,958 | |
| Issue of equity instruments | 13 | - | 1,538,958 |
| Proceeds from and payments for financial liability instruments Issue |
1,682,939 | 867,630 | |
| Group companies and associates (+) | 1,682,939 | 1,024,420 | |
| Redemption and repayment of | |||
| Group companies and associates (-) | - | (156,790) | |
| Cash flows from financing activities | 1,682,939 | 2,406,588 | |
| Effect of exchange rate fluctuations | (905) | - | |
| Net increase/decrease in cash and cash equivalents | 240,942 | 16,595 | |
| Cash and cash equivalents at beginning of year | 16,610 | 15 | |
| Cash and cash equivalents at year end | 12 | 257,552 | 16,610 |
The directors consider that the annual accounts for 2009 prepared on 24 February 2010 will be approved without significant changes.
| Thousands of Euros | ||
|---|---|---|
| Debit Credit |
||
| Revenues | - | (126,936) |
| Finance income | 126,936 | - |
| 126,936 | (126,936) |
The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's functional and presentation currency.
The proposed distribution of 2009 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 |
68,012,381.59 |
| Distribution | |
| Legal reserve | 6,801,238.16 |
| Voluntary reserve | 61,211,143.43 |
| Total | 68,012,381.59 |
The distribution of the Company's profits and reserves for the year ended 31 December 2008, approved by the shareholders at their general meeting on 14 April 2009 has been as follows:
| Euros | |
|---|---|
| Basis of allocation Profit for the year |
74,793,901.42 |
| Distribution Legal reserve Voluntary reserve |
7,479,390.14 67,314,511.28 |
| Total | 74,793,901.42 |
At 31 December non-distributable reserves are as follows:
| 2009 | 2008 | |
|---|---|---|
| Non-distributable reserves: | ||
| Legal reserve | 7,479 | - |
| 7,479 | - |
Profit recognised directly in equity cannot be distributed, either directly or indirectly.
Software is measured at cost of acquisition and carried at cost, less any accumulated amortisation and accumulated impairment valuation allowances. Software is amortised by allocating the amortisable amount on a systematic basis over its useful life, which has been estimated at five years from the asset entering normal use.
Software maintenance costs are charged as expenses when incurred.
Property, plant and equipment are depreciated using the following criteria:
| Depreciation | Years of | |
|---|---|---|
| method | useful life | |
| Other installations | Straight line | 10 |
| Information technology equipment | Straight line | 4 |
This category also includes the derivative financial instruments described in note 11.
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 are subsequently measured at amortised cost using the effective interest method.
Interest is recognised using the effective interest method.
An asset is impaired when its carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset's value in use or fair value less costs to sell.
A financial liability, or part of it, is derecognised when the Company either discharges the liability by paying the creditor, or is legally released from primary responsibility for the liability either by process of law or by the creditor.
Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.
The income tax expense and tax income for the year comprises current tax and deferred tax.
Taxable temporary differences are recognised in all cases except where:
They arise from the initial recognition of goodwill or an asset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
They are associated with investments in subsidiaries, associates, jointly controlled entities and interests in joint ventures over which the Company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will reverse in the foreseeable future.
Deductible temporary differences are recognised provided that:
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted. The tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities.
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.
The Company classifies assets and liabilities in the balance sheet as current and noncurrent. Current assets and liabilities are determined as follows:
Long-term 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.
(j) Hedge accounting
Derivative financial instruments which qualify for hedge accounting are initially measured at fair value, plus any transaction costs that are directly attributable to the acquisition, or less any transaction costs directly attributable to the issue of the financial instruments.
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 losses 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 are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Balance at | |||||
| 31.12.08 | Additions | 31.12.09 | |||
| Cost | |||||
| Software | - | 2,253 | 2,253 | ||
| Software under development | 58 | 1,803 | 1,861 | ||
| 58 | 4,056 | 4,114 | |||
| Amortisation | |||||
| Software | - | (225) | (225) | ||
| - | (225) | (225) | |||
| Carrying amount | 58 | 3,831 | 3,889 |
The only movement in 2008 relates to additions to software under development totalling Euros 58 thousand.
Software mainly includes the wind farm management application and software licences.
At the end of the year there are not totally depreciated items in intangible assets.
Details of property, plant and equipment and movement are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| Balance at 31.12.08 |
Additions | Transfers | Balance at 31.12.09 |
||
| Cost | |||||
| Other installations | - | 210 | 153 | 363 | |
| Information technology equipment |
- | 123 | 85 | 208 | |
| Property, plant and equipment 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 only movements in 2008 are additions to property, plant and equipment under construction totalling Euros 238 thousand.
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 the end of the year there are not totally depreciated items in property, plant and equipment.
(7) Risk Management Policy
All operations involving derivative financial instruments are subject to prior approval from the board of directors, which sets the parameters of each operation and approves the formal documents describing the objectives of the operation.
(ii) Credit risk
The Company is not significantly exposed to credit risk as the majority of its balances and transactions are with Group companies. As the counterparties of derivative financial instruments are Group companies, and the counterparties of their derivative financial instruments are highly solvent banks, the Company is not subject to significant counterparty default risk. Guarantees or other derivatives are therefore not requested in this type of operation.
Details of financial assets exposed to credit risk are provided in note 10.
Details of equity instruments of Group companies are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2009 | 2008 | ||
| EDP Renováveis Brasil | 9,383 | - | |
| Nuevas Energías de Occidente, S.L. | 884,352 | 884,352 | |
| Horizon Wind Energy, LLC | 2,831,201 | 2,763,995 | |
| 3,724,936 | 3,648,347 | ||
| (Note 10 a) | (Note 10 a) |
No impairment valuation allowances have been recognised as a result of the tests carried out.
Details of investments, the fair value of which is hedged against currency risk, are as follows at 31 December 2009 and 2008:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2009 | 2008 | |||
| Horizon Wind Energy, LLC. (HWE) | 2,831,201 | 2,763,995 | ||
| 2,831,201 | 2,763,995 |
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:
| 2009 Thousands of Euros |
|||||||
|---|---|---|---|---|---|---|---|
| Non-current | Current | ||||||
| At amortised cost or | At amortised cost or | ||||||
| cost | 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 | |||||||
| Fixed-rate loans | 3,658,062 | 3,843,920 | 3,658,062 | 188,216 | 188,216 | - | 188,216 |
| Variable interest loans | - | - | - | 14,330 | 14,330 | - | 14,330 |
| Guarantee deposits | 108 | 108 | 108 | - | - | - | - |
| Other financial assets | 9 | 9 | 9 | 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 |
| 2008 | ||||||
|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||
| Non-current | ||||||
| At amortised cost or | ||||||
| Carrying amount |
Fair value | Total | Carrying amount |
Fair value | At fair value |
Total |
| - | - | - | - | - | 1,527 | 1,527 |
| - | - | - | - | - | 1,527 | 1,527 |
| 2,608,612 | 2,802,884 | 2,608,612 | 194,978 | 194,978 | - | 194,978 |
| 2 | 2 | 2 | 83,025 | 83,010 | - | 83,025 |
| - | - | - | 22,825 | 22,825 | - | 22,825 |
| - | - | - | 1,849 | 1,849 | - | 1,849 |
| 2,608,614 | 2,802,886 | 2,608,614 | 302,677 | 302,662 | - | 302,677 |
| 2,608,614 | 2,802,886 | 2,608,614 | 302,677 | 302,662 | 1,527 | 304,204 |
| cost | At amortised cost or cost |
Current |
Net losses and gains by category of financial asset are as follows:
| 2009 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Group loans and receivables |
Non-group loans and receivables |
Total | |||
| Finance income at amortised cost | 196,697 | 13 | 196,710 | ||
| Net gains/losses in profit and loss | 196,697 | 13 | 196,710 |
| 2008 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Group loans and receivables |
Non-group loans and receivables |
Total | |||
| Finance income at amortised cost | 126,936 | 607 | 127,543 | ||
| Net gains/losses in profit and loss | 126,936 | 607 | 127,543 |
Details of investments in Group companies are as follows:
| Thousands of Euros | |||||||
|---|---|---|---|---|---|---|---|
| 2009 | 2008 | ||||||
| Non-current | Current | Non current |
Current | ||||
| Group | |||||||
| Equity instruments (note 8) | 3,724,936 | - | 3,648,347 | - | |||
| Loans | 3,658,062 | 195,214 | 2,608,612 | 178,940 | |||
| Interest | 7,332 | - | 16,038 | ||||
| Deposits | - | - | - | 83,025 | |||
| Derivative financial instruments | |||||||
| (note 11) | - | 612 | - | 1,527 | |||
| Other financial assets | 36,195 | - | 22,825 | ||||
| 7,382,998 | 239,353 | 6,256,959 | 302,355 |
Details of the main characteristics of loans are as follows.
| 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Carrying amount | ||||||||
| Effective | Nominal | Nominal | Non | |||||
| Type | Currency | rate | rate | Maturity | amount | Current | current | |
| Group | EUR | 5.11% | 5.11% | 2018 | 886,691 | - | 886,691 | |
| Group | EUR | 5.15% | 5.15% | 2023 | 543,594 | 40,266 | 503,328 | |
| Group | EUR | 10.22% | 10.22% | 2014 | 97 | - | 97 | |
| Group | EUR | 5.56% | 5.56% | 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 | EUR | 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 | EUR | 4.78% | 4.78% | 2021 | 222,857 | 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 | EUR | 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% | 5.65% | 2014 | 2,892 | - | 2,892 | |
| Group | EUR | 6.72% | 6.72% | 2014 | 408 | - | 408 | |
| Group | EUR | 5.65% | 5.65% | 2014 | 500 | - | 500 | |
| 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 | PLN | 10.23% | 10.23% | 2014 | 365 | - | 365 | |
| Group | PLN | 9.00% | 9.00% | 2014 | 171 | - | 171 | |
| Group | PLN | 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
| 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Carrying amount | ||||||||
| Type | Currency | Effective rate |
Nominal rate |
Maturity | Nominal amount |
Current | Non current |
|
| Group | EUR | 5.46% | 5.46% | 2027 | 405,414 | 21,338 | 384,076 | |
| Group | EUR | 5.11% | 5.11% | 2018 | 122,086 | - | 122,086 | |
| Group | EUR | 5.78% | 5.78% | 2020 | 12,000 | - | 12,000 | |
| Group | EUR | 4.80% | 4.80% | 2016 | 95,059 | 11,882 | 83,177 | |
| Group | EUR | 5.15% | 5.15% | 2023 | 560,652 | 38,666 | 521,986 | |
| Group | EUR | 4.81% | 4.81% | 2022 | 209,737 | 15,536 | 194,201 | |
| Group | EUR | 4.78% | 4.78% | 2021 | 443,857 | 34,143 | 409,714 | |
| Group | EUR | 6.34% | 6.34% | 2023 | 269,242 | 9,284 | 259,958 | |
| Group | EUR | 5.01% | 5.01% | 2022 | 269,854 | 19,989 | 249,865 | |
| Group | EUR | 5.57% | 5.57% | 2023 | 347,644 | 23,975 | 323,669 | |
| Group | EUR | 5.68% | 5.68% | 2023 | 52,007 | 4,127 | 47,880 | |
| Total Group | 2,787,552 | 178,940 | 2,608,612 | |||||
| Total | 2,787,552 | 178,940 | 2,608,612 |
All these loans have been extended to Nuevas Energías de Occidente, S.L. and its subsidiaries at fixed interest rates, except a loan which accrues interest at a variable rate, wich nominal amount at the end of the year amounts Euros 14,330 thousands.
The classification of financial assets by maturity is as follows:
| 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 | |||
| Variable rate | 14,330 | - | - | - | - | - | (14,330) | - |
| Guarantee deposits | - | - | - | - | - | 9 | - | 9 |
| Other financial assets Derivative financial |
36,195 | - | - | - | - | 108 | (36,195) | 108 |
| 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 | |||
| 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| 2009 | 2010 | 2011 | 2012 | 2013 | Subsequent years |
Less current portion |
Total non current |
|
| Loans and receivables Loans |
||||||||
| Fixed rate | 178,940 187,518 | 187,518 | 187,518 | 187,518 | 1,858,540 (178,940) 2,608,612 | |||
| Guarantee deposits | 83,025 | - | - | - | - | 2 | (83,025) | 2 |
| Other financial assets | 22,825 | - | - | - | - | - | (22,825) | - |
| Derivative financial | ||||||||
| instruments | 1,527 | - | - | - | - | - | (1,527) | - |
| Trade receivables | 1,849 | - | - | - | - | - | (1,849) | - |
| Total | 288,166 187,518 | 187,518 | 187,518 | 187,518 | 1,858,542 (288,166) 2,608,614 |
Details of exchange differences recognised in profit or loss of financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2009 | 2008 | |||
| Settled | Outstanding | Settled | Outstanding | |
| Non-current investments in group companies and associates |
(363) | 66,355 | 27,753 | (103,517) |
| Loans to companies Hedges of net investments in |
(363) | 2,144 | 27,753 | (45) |
| foreign operations | - | 64,211 | - | (103,472) |
| Cash and cash equivalents | - | (905) | - | - |
| Cash equivalents | - | (905) | - | - |
| Total financial assets | (363) | 65,450 | 27,753 | (103,517) |
Details of derivative financial instruments are as follows:
| 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 | - | |
| Total | - | - | 1,268 | - | |
| Derivatives held for trading and at fair value through profit and loss |
|||||
| b) Foreign currency derivatives | |||||
| Forward exchange contracts | - | 612 | - | 612 | |
| Total | - | 612 | - | 612 | |
| Total hedging derivatives | - | 612 | 1,268 | 612 | |
| (note 10 a) |
| 2008 | |||||
|---|---|---|---|---|---|
| Thousands of Euros | |||||
| Assets | Liabilities | ||||
| Non-current | Current | Non-current | Current | ||
| Hedging derivatives | |||||
| a) Fair value hedges | |||||
| Net investment hedging swaps (note 8) | - | - | 65,478 | - | |
| Total | - | - | 65,478 | - | |
| Derivatives held for trading and at fair value through profit and loss |
|||||
| b) Foreign currency derivatives | |||||
| Forward exchange contracts | - | 1,527 | - | 1,527 | |
| Total | - | 1,527 | - | 1,527 | |
| Total hedging derivatives | - | 1,527 | 65,478 | 1,527 |
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) | |||
| 2009 | 2008 | ||
| Forward foreign currency contracts - Swap hedging instruments for net investments (note 8) Investments in Group companies |
64,211 | 103,472 | |
| (note 8) | (64,211) | (103,314) | |
| - | 158 |
To eliminate the currency risk of a Group subsidiary, in 2009 and 2008 the Company has contracted a cross deal whereby it forward sells Polish Zloty to Neo Polska at a fixed price in Euros and simultaneously forward purchases Polish Zloty from EDP-Energías de Portugal, S.A. Sucursal en España. The nominal amount of these forward contracts is Euros 88 million (Euros 99 million in 2008). The Company has contracted this cross deal to hedge the exchange rate risk in the purchases of wind turbines which are payable in Polish Zloty by its subsidiary Neolica Polska SP Z.O.O.
Details of cash and cash equivalents are as follows:
| Thousands of Euros | ||||
|---|---|---|---|---|
| 2009 | 2008 | |||
| Cash in hand and at banks Current bank deposits |
246 257,306 |
16,610 - |
||
| 257,552 | 16,610 |
Current bank deposits are US Dollar deposits made to the group company EDP Finance BV which fall due in less than three months and earn interest of between 0.2% and 0.3%.
Details of equity and movement during 2009 and 2008 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 2009 and 2008 are as follows:
| 2008 and 2009 | |||
|---|---|---|---|
| Number of | Percentage | ||
| Company | shares | ownership | |
| EDP - Energías de Portugal, S.A. Sucursal en España | 541,027,156 | 62.02% | |
| Hidroeléctrica del Cantábrico, S.A. | 135,256,700 | 15.51% | |
| Others (*) | 196,024,306 | 22.47% | |
| 872,308,162 | 100.00% |
(*) Shares quoted at the Lisbon stock exchange
The final share premium arising from this public offering totalled Euros 586,604 thousand.
This reserve is freely distributable.
(c) Reserves
Details of reserves and profits and movement reflect the proposed distribution of profit approved by the shareholders (see note 3).
These reserves are freely distributable.
(b)Share premium
A classification of financial liabilities by category and class, and a comparison of the fair value with the carrying amount are as follows:
| 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Non-current | Current | |||||||
| At amortised cost or cost |
At amortised cost or 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 |
| Debits and payables | ||||||||
| Fixed-rate payables to group companies |
2,131,042 | 2,100,868 | - | 2,131,042 | 595 | 595 | - | 595 |
| Other financial liabilities |
- | - | - | - | 13,484 | 13,484 | - | 13,484 |
| Trade and other payables |
- | - | - | - | 21,358 | 21,358 | - | 21,358 |
| Total | 2,131,042 | 2,100,868 | - | 2,131,042 | 34,842 | 34,842 | - | 34,842 |
| Hedging derivatives Contracted in 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 |
| 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Non-current Current |
||||||||
| At amortised cost or cost |
At amortised cost or cost |
|||||||
| Carrying amount |
Fair value | At fair value |
Total | Carrying amount |
Fair value | At fair value |
Total | |
| Liabilities held for trading | ||||||||
| Derivative financial instruments |
- | - | - | - | - | - | 1,527 | 1,527 |
| Total | - | - | - | - | - | - | 1,527 | 1,527 |
| Debits and payables | ||||||||
| Fixed-rate payables to group companies |
862,817 | 901,553 | - | 862,817 | - | - | - | - |
| Other financial liabilities |
2 | 2 | - | 2 | 4,813 | 4,813 | - | 4,813 |
| Trade and other payables |
- | - | - | - | 14,438 | 14,438 | - | 14,438 |
| Total | 862,819 | 901,555 | - | 862,819 | 19,251 | 19,251 | - | 19,251 |
| Hedging derivatives Contracted in OTC markets |
- | - | 65,478 | 65,478 | - | - | - | - |
| Total | - | - | 65,478 | 65,478 | - | - | - | - |
| Total financial liabilities | 862,819 | 901,555 | 65,478 | 928,297 | 19,251 | 19,251 | 1,527 | 20,778 |
Net gains and losses by financial liability category are as follows:
| 2009 | ||||
|---|---|---|---|---|
| Thousands of Euros | ||||
| Group debits and |
Non-Group debits and |
|||
| payables | payables | Total | ||
| 79,299 | 13 | 79,312 | ||
| 79,299 | 13 | 79,312 | ||
Notes to the annual accounts
| 2008 | ||||||
|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||
| Group debits and payables |
Non-Group debits and payables |
Total | ||||
| Finance expenses at amortised cost | 13,249 | 7 | 13,256 | |||
| Total | 13,249 | 7 | 13,256 |
(a) Group companies
Details of Group companies are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | |||||
| Non | Non | |||||
| current | Current | current | Current | |||
| Group | ||||||
| Group companies | 2,131,042 | 595 | 862,817 | - | ||
| Current account with Group companies | - | 13,484 | - | 4,813 | ||
| Total | 2,131,042 | 14,079 | 862,817 | 4,813 |
Group companies reflect six fixed-interest loans obtained from EDP Finance BV.
Current accounts with Group companies accrue daily interest which is settled or collected on a monthly basis. Interest receivable is at Euribor at 1 month plus 0.5% and interest payable is at Euribor at 1 month.
The terms and conditions of loans and payables are as follows:
| 2009 | |||||||
|---|---|---|---|---|---|---|---|
| Thousands of Euros | |||||||
| Carrying amount | |||||||
| Effectiv | Nomina | Nominal | Non | ||||
| e rate | l rate | Maturity | amount | current | |||
| 807,767 | |||||||
| 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 | |
| 2,131,042 | - | 2,131,042 | |||||
| Carrying amount | |||||||
| Non | |||||||
| Currency | e rate | l rate | Maturity | amount | Current | current | |
| USD | 4.41% | 4.41% | 2018 | 862,817 | - | 862,817 | |
| 862,817 | |||||||
| Currency EUR EUR |
4.66% 6.93% Effectiv |
4.66% 6.93% Nomina |
2018 2019 2008 |
807,767 15,152 Nominal 862,817 |
Current - - Thousands of Euros - |
Details of trade and other payables are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | |||||
| Non current |
Current | Non current |
Current | |||
| Group | ||||||
| Suppliers | - | 14,955 | - | 3,759 | ||
| - | 14,955 | - | 3,759 | |||
| Related companies | ||||||
| Trade payables | - | 1,740 | - | 1,548 | ||
| - | 1,740 | - | 1,548 | |||
| Non-related companies | ||||||
| Fixed asset suppliers | 580 | - | 195 | |||
| Trade payables | 2,726 | - | 7,874 | |||
| Others | 1,357 | 2 | 1,061 | |||
| Public entities, other (note 16) | - | 394 | - | 220 | ||
| - | 5,057 | 2 | 9,350 | |||
| Total | - | 21,752 | 2 | 14,657 |
Payables to group companies and associates mainly relate to expenses invoiced by EDP Energías de Portugal, S.A. primarily for management services, secondment of personnel and use of the trademark.
The classification of financial liabilities by maturity is as follows:
| 2009 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| Less | Total | |||||||
| Subsequen | current | non | ||||||
| 2010 | 2011 | 2012 | 2013 | 2014 | t years | portion | current | |
| Group companies | - | - | - | - | - | 2,131,042 | - 2,131,042 | |
| Derivative financial instruments |
612 | - | - | - | - | 1,268 | (612) | 1,268 |
| Group companies and associates |
14,079 | - | - | - | - | - | (14,079) | - |
| Trade and other payables | 21,358 | - | - | - | - | - | (21,358) | - |
| Total financial liabilities | 36,049 | - | - | - | - | 2,132,310 | (36,049) 2,132,310 |
| 2008 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Thousands of Euros | ||||||||
| 2009 | 2010 | 2011 | 2012 | 2013 | Subsequen t years |
Less current portion |
Total non current |
|
| Group companies | - | - | - | - | - | 862,817 | - | 862,817 |
| Derivative financial instruments |
1,527 | - | - | - | - | 65,478 | (1,527) | 65,478 |
| Group companies and associates |
4,813 | - | - | - | - | - | (4,813) | - |
| Trade and other payables | 14,657 | - | - | - | - | - | (14,657) | - |
| Total financial liabilities | 20,997 | - | - | - | - | 928,295 | (20,997) | 928,295 |
Details of exchange differences recognised in profit or loss of financial instruments, distinguishing between settled and outstanding transactions, are as follows:
| Thousands of Euros | |||||
|---|---|---|---|---|---|
| 2009 | 2008 | ||||
| Settled | Outstanding | Settled | Outstanding | ||
| Group companies and associates – non-current | 48,104 | 6,461 | (122,847) | - | |
| Total financial liabilities | 48,104 | 6,461 | (122,847) | - |
Details of balances payable to public entities are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| 2009 | 2008 | |||||
| Non | Non | |||||
| current | Current | current | Current | |||
| Assets | ||||||
| Deferred tax assets | 1,349 | - | 160 | - | ||
| Current tax assets | - | - | - | 13,582 | ||
| Non-current tax assets | - | 988 | - | - | ||
| 1,349 | 988 | 160 | 14,355 | |||
| Liabilities | ||||||
| Deferred tax liabilities | 21,872 | - | 13,123 | - | ||
| Value added tax and similar taxes | - | 394 | - | 220 | ||
| 21,872 | 394 | 13,123 | 220 |
| Tax | Years open to inspection |
|---|---|
| Income tax | 2007 – 08 - 09 |
| Value added tax | 2007 – 08 - 09 |
| Personal income tax | 2007 – 08 - 09 |
| Capital gains tax | 2007 – 08 - 09 |
| Business activities tax | 2007 – 08 - 09 |
| Social Security | 2007 – 08 - 09 |
| Non-residents | 2007 – 08 - 09 |
(a) Income taxes
The Company files consolidated tax returns as part of the tax group headed by EDP Energías de Portugal, S.A. Sucursal en España and includes Hidroeléctrica del Cantábrico, S.A., Hidrocantábrico Distribución Eléctrica, S.A., Solanar Distribuidora Eléctrica, S.L., Instalaciones Eléctricas Río Isabena, S.L., Hidrocantábrico Energía, S.A., Hidrocantábrico Soluciones Comerciales, S.A., Hidrocantábrico Servicios, S.A., Hidrocantábrico Explotación de Redes, S.A., Hidrocantábrico Explotación de Centrales, S.A., Hidrocantábrico Gestión de Energía, S.L., Hidrocantábrico Cogeneración, S.L., Fuerzas Eléctricas de Valencia, S.A., Fuerzas Eléctricas de Castellón, S.A., Energía e Industria de Toledo, S.A., Mazarrón Cogeneración, S.A., Cerámica Técnica de Illescas Cogeneración, S.A., Tratamientos Ambientales Sierra de la Tercia, S.A., Sinova Medioambiental, S.A., Iniciativas Tecnológicas de Valoración Energética de Residuos, S.A., Nuevas Energías de Occidente, S.L., NEO Energía Aragón, S.L., NEO Catalunya, S.L., CEASA Promociones Eólicas, S.L., Agrupación Eólica, S.L., P.E. Plana de Artajona, S.L., P.E. Montes de Castejón, S.L., P.E. Los Cantales, S.L., Iberia Aprovechamientos Eólicos, S.A., Corporación Empresarial de Renovables Alternativas, S.L., Compañía Eléctrica de Energías Renovables Alternativas, S.L., Acampo Arias, S.L., Bont Vent de Corbera, S.L., Bont Vent de Vilalba, S.L. and Agrupación Eólica Francia, S.L.U.
| 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 |
| 2008 | ||||
|---|---|---|---|---|
| Thousands of Euros | ||||
| Income statement | ||||
| Increases | Decreases | Net | ||
| Profit for the year | 74,794 | 74,794 | ||
| Income tax | 32,025 | - | 32,025 | |
| Profit before income tax | 106,819 | - | 106,819 | |
| Permanent differences | 23,612 | 49,386 | (25,774) | |
| Temporary differences: | - | 29,768 | (29,768) | |
| Originating in current year | 534 | 29,163 | (28,629) | |
| Originating in prior years | - | 1,139 | (1,139) | |
| Offset of tax loss carryforwards | 36,964 | (36,964) | ||
| Taxable income | 14,314 |
In the increases column, permanent differences in 2008 reflect adjustments arising from conversion to the new Spanish General Chart of Accounts, mainly in relation to provisions for impairment of investments in Group companies. All permanent differences in the decreases column are derived from the costs of the public offering.
All tax loss carryforwards were offset in 2008.
Details of the income tax expense related to profit for the year are as follows:
| 2009 | ||||
|---|---|---|---|---|
| Thousands of Euros | ||||
| Profit and loss |
Equity | Total | ||
| Profit for the year | 97,149 | - | 97,149 | |
| Tax at 30% | 29,145 | - | 29,145 | |
| Effect of differences in tax rates | ||||
| Deductions and credits for the current year | (8) | - | (8) | |
| Income tax expense | 29,137 | - | 29,137 |
| 2008 | |||
|---|---|---|---|
| Thousands of Euros | |||
| Profit and loss |
Equity | Total | |
| Profit for the year | 106,819 | - | 106,819 |
| Tax at 30% | 32,046 | - | 32,046 |
| Effect of differences in tax rates | |||
| Previously unrecognised tax credits applied | (11,090) | (11,090) | |
| Prior years' adjustments for deferred tax liabilities Adjustment for conversion to new General Chart of Accounts that use tax credits not recognised in prior |
4,374 | 4,374 | |
| years | 7,084 | - | 7,084 |
| Prior years' adjustments for deferred tax assets | (389) | - | (389) |
| Income tax expense | 32,025 | - | 32,025 |
Details of the income tax expense are as follows:
| Thousands of Euros | |||
|---|---|---|---|
| 2009 | 2008 | ||
| Current tax for the year | 21,406 | 19,062 | |
| 21,406 | 19,062 | ||
| Deferred tax liabilities | |||
| Source and reversal of temporary differences | |||
| Tax amortisation of HWE goodwill | 8,749 | 13,123 | |
| Salaries payable | (1,018) | (160) | |
| 7,731 | 12,963 | ||
| 29,137 | 32,025 |
Details of deferred tax assets and liabilities by type of asset and liability are as follows:
| Thousands of Euros | ||||||
|---|---|---|---|---|---|---|
| Assets | Liabilities | Net | ||||
| 2009 | 2008 | 2009 | 2008 | 2009 | 2008 | |
| Tax amortisation of HWE goodwill |
- | - | (21,872) | (13,123) (21,872) | (13,123) | |
| Personnel expenses and other | 1,349 | 160 | - | - | 1,349 | 160 |
| Total assets/liabilities | 1,349 | 160 | (21,872) | (13,123) (20,523) | (12,963) |
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 | ||||
|---|---|---|---|---|
| 2009 | 2008 | |||
| Tax amortisation of HWE goodwill | (21,872) | (13,123) | ||
| Net | (21,872) | (13,123) |
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 current annual accounts do not include any environmental costs.
The directors consider that no significant environmental contingencies exist.
Details of balances receivable from and payable to Group companies and related parties, including members of senior management and directors, and the main characteristics are disclosed in notes 10 and 15.
| 2009 Thousands of Euros |
||||
|---|---|---|---|---|
| Parent company |
Group companies |
Directors | Total | |
| Non-current investments in Group companies | - | 3,724,936 | - 3,724,936 |
|
| Non-current investments | - | 3,658,062 | - 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 | 460,286 | - 496,138 |
|
| Total current assets | 35,852 | 462,244 | - 498,096 |
|
| Total assets | 35,852 | 7,845,242 | - 7,881,094 |
|
| Group companies – non-current | - | 2,131,042 | - 2,131,042 |
|
| Total non-current liabilities | - | 2,131,042 | - 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 |
| 2008 Thousands of Euros |
||||
|---|---|---|---|---|
| Parent company |
Group companies |
Directors | Total | |
| Non-current investments in Group companies | - | 3,648,347 | - | 3,648,347 |
| Non-current investments | - | 2,608,612 | - | 2,608,612 |
| Total non-current assets | - | 6,256,959 | - | 6,256,959 |
| Trade and other receivables | - | 1,679 | - | 1,679 |
| Current investments | - | 302,355 | - | 302,355 |
| Total current assets | - | 304,034 | - | 304,034 |
| Total assets | - | 6,560,993 | - | 6,560,993 |
| Group companies – non-current | 862,817 | - | - | 862,817 |
| Total non-current liabilities | 862,817 | - | - | 862,817 |
| Current accounts with Group companies | - | 4,813 | - | 4,813 |
| Current payables | - | 5,307 | 30 | 5,337 |
| Total current liabilities | - | 10,120 | 30 | 10,150 |
| Total liabilities | 862,817 | 10,120 | 30 | 872,967 |
The Company's transactions with related parties are as follows:
| 2009 | |||
|---|---|---|---|
| Thousands of Euros | |||
| Group companies |
Directors | Total | |
| Revenue | |||
| Other services rendered | 803 | - | 803 |
| Finance income | 196,697 | - | 196,697 |
| 197,500 | - | 197,500 | |
| Expenses | |||
| Operating lease expenses | (1,969) | - | (1,969) |
| Other services received | (5,732) | - | (5,732) |
| Personnel expense | |||
| Salaries | - | (756) | (756) |
| Finance expenses | (79,299) | - | (79,299) |
| (87,000) | (756) | (87,756) | |
| 110,500 | (756) | 109,744 |
| 2008 | |||
|---|---|---|---|
| Thousands of Euros | |||
| Group | |||
| companies | Directors | Total | |
| Revenue | |||
| Other services rendered | 1,679 | - | 1,679 |
| Finance income | 126,936 | - | 126,936 |
| 128,615 | - | 128,615 | |
| Expenses | |||
| Operating lease expenses | (1,500) | - | (1,500) |
| Other services received | (2,555) | - | (2,555) |
| Personnel expense | |||
| Salaries | - | (277) | (277) |
| Finance expenses | (13,249) | - | (13,249) |
| (17,304) | (277) | (17,581) | |
| 111,311 | (277) | 111,034 |
During 2009 and 2008 the directors have not carried out any transactions other than ordinary business with the Company or applying terms that differ from market conditions.
Details of revenues by category of activity and geographical market are as follows:
| Domestic Rest of Europe United States Total |
|
|---|---|
| 2009 2008 2009 2008 2009 2008 2009 |
2008 |
| Finance income 193,709 108,827 2,988 8,758 - 9,351 196,697 |
126,936 |
Details of revenue and expenses denominated in foreign currencies are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2009 | 2008 | |
| Revenue Financial instruments |
2,200 | 9,353 |
| Finance income | 2,200 | 9,353 |
| Expenses Financial instruments |
(57,664) | (12,958) |
| Finance expense | (57,664) | (12,958) |
| Net | (55,464) | (3,605) |
The Company's main foreign currency transactions are carried out in US Dollars and Polish Zlotys.
Details are as follows:
| Thousands of Euros | ||
|---|---|---|
| 2009 | 2008 | |
| Leases | 533 | 191 |
| Royalties | 1,500 | 1,500 |
| Independent professional services | 3,548 | 4,876 |
| Advertising and publicity | 1,145 | 489 |
| Other services | 7,955 | 149 |
| 14,681 | 7,205 |
Leases mainly include the rental of the Company's offices. There are no noncancellable payments at 31 December 2009.
Other services primarily include management support expenses and board meeting expenses charged by the parent company, as well as travel expenses.
The average headcount of the Company during 2009 and 2008, distributed by category, is as follows.
| Number | ||
|---|---|---|
| 2009 | 2008 | |
| Management | 12 | 2 |
| Senior technicians | 24 | 3 |
| Technicians | 1 | - |
| Administration clerks | 1 | - |
| 38 | 5 |
At year end the distribution by gender of Company personnel and the members of the board of directors is as follows:
| Number 2009 |
Number 2008 |
|||
|---|---|---|---|---|
| Male | Female | Male | Female | |
| Management | 11 | 1 | 9 | 2 |
| Senior technicians | 17 | 12 | 11 | 6 |
| Technicians | 1 | 1 | ||
| Administration clerks | 1 | 1 | 1 | 1 |
| 30 | 15 | 21 | 9 |
In 2009 and 2008 one of the fifteen members of the board of directors is female.
KPMG Auditores, S.L., the auditors of the individual and consolidated annual accounts of the Company, and other individuals and companies related to the auditors as defined by Audit Law 19 of 12 July 1988 have invoiced the Company the following net fees for professional services during the years ended 31 December 2009 and 2008:
| Thousands of Euros | |||
|---|---|---|---|
| 2009 | 2008 | ||
| Audit services individual and consolidated annual | |||
| accounts | 141 | 157 | |
| Audit-related services linked to the public offering | - | 121 | |
| 141 | 278 |
Audit services detailed in the above table include the total fees for services rendered in 2009 and 2008.
Other companies related to KPMG International have invoiced the Company as follows:
| Thousands of Euros | ||
|---|---|---|
| 2009 | 2008 | |
| Audit-related services | 30 | - |
| Audit-related services linked to the public offering | - | 344 |
| 30 | 344 |
At 31 December 2009 the Company has extended guarantees to suppliers of wind turbines on behalf of group companies totalling US Dollars 1.5 million. The Company has also extended guarantees to banks on behalf of group companies totalling Euros 267 million and US Dollars 115 million.
The directors do not expect any significant liabilities to arise from these guarantees.
No events have occurred subsequent to year end which could affect these annual accounts.
| Th nd of Eu ou nsa ro |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| He ad O ffic e |
Ot he r |
Ne t P rof it |
|||||||||
| Su bsi dia rie s C nie om pa s |
% Di t rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
Sh are Ca ita l p |
Re ser ves |
Ac nts cou fro m Eq uit y |
Co nti ed nu |
To tal |
To tal Eq uit y |
|
| ÍA NU EV AS EN ER G S D E |
|||||||||||
| OC CI DE NT E, S.L |
Ov ied Sp ain o, |
100 00 % , |
KP MG |
Ho ldi ng |
30 .00 0 |
166 .52 1 |
- | ( 20 .00 8) |
( 20 .00 8) |
176 .51 3 |
|
| Ge aci Es ial I, S.L ner on es pec es |
Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
28 .56 2 |
165 .25 6 |
- | 8.6 00 |
8.6 00 |
20 2.4 18 |
| Ne oli Po lsk Sp ca a, .z.o .o. |
Po lan d |
- | 100 00 % , |
No dit ed t au |
Wi nd |
12 1.2 28 |
( 3.3 67) |
1.0 97 |
6.2 29 |
6.2 29 |
125 .18 6 |
| Ta B.V rca n, |
Ne the rla nd s |
- | 100 00 % , |
KP MG |
Oth Ac tiv itie er s |
20 | ( 65 3) |
- | 5.2 83 |
5.2 83 |
4.6 50 |
| Gr wi nd S.A een , |
Be lg ica |
- | 70 00 % , |
No dit ed t au |
Wi nd |
24 .92 4 |
( 1.2 48 ) |
- | 1.1 66 |
1.1 66 |
24 .84 3 |
| Ne o E ía A ón S.L ner g rag , Ne o E ías de O cci den te ner g |
Sp ain |
- | 100 00 % , |
No dit ed t au |
Wi nd |
10 | ( 2) |
- | - | - | 9 |
| Ca tal S. L. un ya, |
Sp ain |
- | 100 00 % , |
dit ed No t au |
Wi nd |
10 | ( 314 ) |
- | ( 59 6) |
( 59 6) |
( 90 0) |
| Ag aci ón Eó lic S.L .U rup a, |
Sp ain |
- | 100 00 % , |
MG KP |
Oth Ac tiv itie er s |
650 | 32 .76 9 |
- | 1.6 82 |
1.6 82 |
35 .10 1 |
| S.A En ern ov a, |
Sp ain |
- | 100 00 % , |
MG KP |
Wi nd |
7.5 00 |
43 .57 4 |
4.8 70 |
35 .43 8 |
35 .43 8 |
91 .38 2 |
| Ce oci Eó lic S. Pr L.U asa om on es os, |
S in pa |
- | 100 00 % , |
MG KP |
Wi nd |
1.2 05 |
( 1.1 52 ) |
- | 5.0 18 |
5.0 18 |
5.0 71 |
| O G ali SA S NE a, |
Fra nce |
- | 100 00 % , |
dit ed No t au |
ldi Ho ng |
48 .52 7 |
( 1.4 ) 76 |
- | ( 4.5 87) |
( 4.5 87) |
42 .46 4 |
| io Re Po vat no we r |
nia Ru ma |
- | 85 00 % , |
dit ed No t au |
Wi nd |
- | ( 41 2) |
20 | ( 51 7) |
( 51 7) |
( 91 0) |
| Ce da Po rna vo we r |
nia Ru ma |
- | 85 00 % , |
dit ed No t au |
Wi nd |
- | ( 55 0) |
27 | ( 28 1) |
( 28 1) |
( 80 3) |
| Ag aci ón eól ica S.L rup , |
Fra nce |
- | 100 00 % , |
MG KP |
ldi Ho ng |
90 0 |
42 .32 8 |
- | 18 | 18 | 43 .24 6 |
| k l im ite d Ep r u De rol los Eó lic de Ga lic ia, sar os |
UK | - | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - |
| S.A De rol los Eó lic de Ta rifa sar os , |
ain Co ruñ Sp a, |
- | 80 00 % , |
KP MG |
Wi nd |
6.1 30 |
3.4 93 |
564 | 1.1 53 |
1.1 53 |
11. 340 |
| S.A .U rol los Eó lic de Co De sar os rm e, |
Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
5.8 00 |
2.0 23 |
- | 1.7 78 |
1.7 78 |
9.6 00 |
| S.A rol los lic vis De Eó Bu ta, sar os ena |
Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
3.6 66 |
3.1 07 |
- | 1.6 77 |
1.6 77 |
8.4 50 |
| S.A .U De rol los Eó lic de Lu sar os |
Sev illa Sp ain , |
- | 80 00 % , |
MG KP |
Wi nd |
1.7 12 |
1.5 27 |
53 1 |
687 | 687 | 4.4 57 |
| go , S.A .U. De rol los Eó lic de Ra bo |
Co Sp ain ruñ a, |
- | 80 00 % , |
MG KP |
Wi nd |
61 7.7 |
3.3 38 |
( 1.2 93 ) |
5.6 83 |
5.6 83 |
15. 49 0 |
| sar os ser a, S.A Al |
Za Sp ain rag oza , |
- | 76 00 % , |
KP MG |
Wi nd |
7.5 61 |
1.7 87 |
( 54 1) |
2.4 55 |
2.4 55 |
11. 26 1 |
| rol los Eó lic rch al De sar os ma S.A .U. |
Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
2.0 61 |
1.1 78 |
( 322 ) |
49 0 |
49 0 |
3.4 06 |
| De rol los Eó lic Du mb ría sar os S.A .U. |
Co Sp ain ruñ a, |
- | 80 00 % |
KP MG |
Wi nd |
61 | 7.4 61 |
- | 2.9 14 |
2.9 14 |
10. 43 6 |
| óli San Qu ite ria S.L Pa e E ta co |
Sp ain Za oza |
, 46 66 % |
MG KP |
Wi nd |
63 | 9.9 68 |
( 32 8) |
2.0 51 |
2.0 51 |
11. 75 4 |
|
| rqu , Eó lic a L a J and SL a, |
rag , Ma dri d, Sp ain |
- - |
, 80 00 % , |
No dit ed t au |
Wi nd |
2.0 50 |
13 | - | 1.0 95 |
1.0 95 |
3.1 58 |
| Th nd of Eu ou nsa ro |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ot he r |
Ne t P rof it |
||||||||||
| Sh are |
Ac nts cou fro m |
To tal |
|||||||||
| Su bsi dia rie s C nie om pa s |
He ad O ffic e |
% Di t rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
Ca ita l p |
Re ser ves |
Eq uit y |
Co nti ed nu |
To tal |
Eq uit y |
| Eó lic a G uad alte ba S.L , |
Sev illa Sp ain , |
- | 80 00 % , |
No dit ed t au |
Wi nd |
10 | ( 1) |
- | 79 1 |
79 1 |
800 |
| Eó lic a M ia, S.L .U. ux |
Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
10 | - | - | ( 1) |
( 1) |
9 |
| Eó lic a F esi lva S.L .U. ont , |
Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
10 | - | - | ( 1) |
( 1) |
9 |
| En liv S.A .U ero a, |
Sev illa Sp ain , |
- | 80 00 % , |
No dit ed t au |
Wi nd |
30 1 |
( 7) |
- | - | - | 294 |
| Eó lic a C uri o P S. A.U sca um ar, |
Ma dri d, Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
60 | 13 | - | 2.2 71 |
2.2 71 |
2.3 45 |
| Eó lic a L a B rúj ula S. A. |
Ma dri d, Sp ain |
- | 67 92 % , |
KP MG |
Wi nd |
3.2 94 |
3.0 98 |
( 1.3 50 ) |
2.4 29 |
2.4 29 |
7.4 71 |
| Eó lic a A rla nzó n S .A. |
dri d, Sp ain Ma |
- | 62 00 % , |
KP MG |
Wi nd |
4.5 09 |
2.2 25 |
( 52 7) |
1.3 22 |
1.3 22 |
7.5 28 |
| Eo lic a C lla S. A. am po no |
dri d, Sp ain Ma |
- | 60 00 % , |
KP MG |
Wi nd |
6.5 60 |
9.4 40 |
( 1.7 99 ) |
5.6 75 |
5.6 75 |
19. 87 6 |
| Pa e E óli Be lch ite S.L .U. rqu co |
Za Sp ain rag oza , |
- | 80 00 % , |
KP MG |
Wi nd |
3.6 00 |
3.2 20 |
- | 1.5 32 |
1.5 32 |
8.3 52 |
| Pa e E óli La So S. L. ton rqu co era |
Za Sp ain rag oza , |
- | 51 88 % , |
KP MG |
Wi nd |
2.0 00 |
1.5 66 |
( 24 7) |
1.2 10 |
1.2 10 |
4.5 30 |
| Sie Re vab les Ca ias S. L. sa no nar |
La s P alm Sp ain as, |
- | 80 00 % , |
No dit ed t au |
Wi nd |
3 | ( 3) |
- | - | - | - |
| Pa e E óli Be lm S.A ont rqu co e, |
Ma dri d, Sp ain |
- | 23 92 % , |
KP MG |
Wi nd |
120 | 3.8 10 |
- | 57 6 |
57 6 |
4.5 06 |
| Eó lic a D Qu ijo S.L te, on |
Ma dri d, Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
3 | 1 | - | 2.5 25 |
2.5 25 |
2.5 29 |
| Eó lic a D ulc ine S.L a, |
Ma dri d, Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
10 | 17 1 |
- | 1.0 02 |
1.0 02 |
1.1 83 |
| Eó lic a S ier de Av ila S.L ra , |
Ma dri d S in pa |
- | 71 99 % , |
KP MG |
Wi nd |
10 | - | - | - | - | 10 |
| Eó lic a d e R ado S. L.U na, |
Ma dri d, Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
10 | - | - | ( 104 ) |
( 104 ) |
( 94 ) |
| Eo lic a A lfo S.L z, |
Ma dri d, Sp ain |
- | 67 98 % , |
KP MG |
Wi nd |
10 | - | - | - | - | 10 |
| Eó lic a L a N avi SL ca, |
Ma dri d, Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
10 | 1.1 70 |
- | 852 | 852 | 2.0 33 |
| iga ci' des oll o d Inv est on y arr e |
|||||||||||
| En ías Re vab les ( Ide r), erg no |
|||||||||||
| S.L | Le ón Sp ain , |
- | 47 67 % , |
KP MG |
Wi nd |
15. 71 8 |
( 2.4 76 ) |
- | ( 2.5 13) |
( 2.5 13) |
10. 72 8 |
| Ra al C ión S.A sac og ene rac , Hi dro elé ica ehe Fu ctr ent rm osa |
Ma dri d, Sp ain |
- | 48 00 % , |
No dit ed t au |
Co tio gen era n |
60 | ( 47 6) |
- | - | - | ( 41 6) |
| , S.L |
Ov ied Sp ain o, |
- | 80 00 % , |
No dit ed t au |
Mi nih dra uli y c |
77 | 184 | 2 | 8 | 8 | 27 1 |
| Hi dro elé ica G S. A. ctr orm az, |
Sal Sp ain am anc a, |
- | 60 00 % , |
No dit ed t au |
Mi nih dra uli y c |
61 | ( 96 ) |
- | ( 20 ) |
( 20 ) |
( 55 ) |
| Hi dro elé ica d el R bla S.L ctr um r, |
Ma dri d, Sp ain |
- | 64 00 % , |
No dit ed t au |
Mi nih dra uli y c |
27 6 |
( 234 ) |
- | 33 | 33 | 75 |
| SIN AE In sio Eó lic S. A. ver nes as, |
Ma dri d, Sp ain |
- | 80 00 % , |
KP MG |
Wi nd |
6.0 10 |
7.8 26 |
- | 17. 87 1 |
17. 87 1 |
31 .70 7 |
| lic del bri Pa Eó Ca ntá rqu es os co, |
|||||||||||
| S.A | Ov ied Sp ain o, |
- | 80 00 % , |
KP MG |
Wi nd |
9.0 80 |
14. 837 |
( 839 ) |
899 | 899 | 23 .97 7 |
| Ind ria s M edi bie les Rí ust nta oam o Ca rrió S.A |
dri d, Sp ain Ma |
72 00 % |
dit ed No t au |
Wa ste |
60 | ( 610 ) |
- | ( 55 0) |
|||
| n, Tra ien M edi bie sle s d el tam tos nta am |
- | , | - | - | |||||||
| No S.A rte , |
Ma dri d, Sp ain |
- | 64 00 % , |
No dit ed t au |
Wa ste |
60 | ( 43 ) |
- | - | - | 17 |
| So l, S.A tro ma |
So ria Sp ain , |
- | 72 00 % , |
No dit ed t au |
Wa ste |
45 1 |
( 28 9) |
- | - | - | 162 |
| vab les Ca stil la L ha Re a M no anc , |
|||||||||||
| S.A | Ma dri d, Sp ain |
- | 72 00 % , |
KP MG |
Wi nd |
60 | 76 1 |
- | 1.4 02 |
1.4 02 |
2.2 23 |
| of Th nd Eu ou nsa ro |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ot he r |
Ne t P rof it |
||||||||||
| Ac nts cou |
|||||||||||
| Su bsi dia rie s C nie om pa s |
He ad O ffic e |
% Di t rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
Sh are Ca ita l p |
Re ser ves |
fro m Eq uit y |
Co nti ed nu |
To tal |
To tal Eq uit y |
| Eó lic a L a M hu ela S.A anc , |
Alb Sp ain te, ace |
- | 80 00 % , |
KP MG |
Wi nd |
1.1 42 |
944 | - | 1.2 17 |
1.2 17 |
3.3 03 |
| De rol los Eó lic S.A sar oas , |
Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
1.0 56 |
16. 55 0 |
- | 51 9 |
51 9 |
18. 125 |
| rol los Eó lic ció De Pro aar os mo n, |
|||||||||||
| S.A | Sev illa Sp ain , |
- | 80 00 % , |
KP MG |
Wi nd |
8.0 61 |
30 .34 1 |
- | 16. 55 5 |
16. 55 5 |
54 .95 6 |
| Ce A.I .E. stu pra r, |
Ov ied Sp ain o, |
- | 45 40 % , |
No dit ed t au |
Mi nih dra uli y c |
36 1 |
57 | - | ( 3) |
( 3) |
41 5 |
| Va lle del eb Ing eni eri ro a y |
|||||||||||
| sul ia SL tor con |
Sp ain |
- | 80 00 % , |
dit ed No t au |
188 | 3.7 99 |
- | 833 | 833 | 4.8 21 |
|
| inc ia L im ia S.L Ve o e ner g p |
Sp ain |
- | 80 00 % , |
dit ed No t au |
3 | 40 5 |
- | 157 | 157 | 56 5 |
|
| Ac Ar ias SL am po , |
Sp ain |
- | 98 19% , |
MG KP |
Wi nd |
3.3 14 |
- | - | ( 32 6) |
( 32 6) |
2.9 89 |
| SO CP Sau SA E RL vag eon s, |
Fra nce |
- | 49 00 % , |
dit ed No t au |
Wi nd |
1 | ( 19) |
- | ( 13) |
( 13) |
( 32) |
| SO CP SA E Le M RL ee, |
Fra nce |
- | 49 00 % , |
MG KP |
Wi nd |
1 | ( 34) |
- | ( 9) |
( 9) |
( 42 ) |
| SO CP etit iec SA E P e P RL e, |
Fra nce |
- | 49 00 % , |
dit ed No t au |
Wi nd |
1 | ( 4) |
- | ( 72 ) |
( 72 ) |
( 75 ) |
| Plo ien S.A .S uv , |
Fra nce |
- | 100 00 % , |
dit ed No t au |
Wi nd |
40 | ( 1.2 31) |
- | ( 38 2) |
( 38 2) |
( 1.5 73 ) |
| CE SA S Pa tay , |
Fra nce |
- | 100 00 % , |
MG KP |
Wi nd |
1.6 40 |
3 96 |
( 40 5) |
44 7 |
44 7 |
2.6 45 |
| lax ind rk Sp Re W Pa III .z.o .o. , |
lan d Po |
- | 100 00 % , |
dit ed No t au |
Wi nd |
117 | ( 20 ) |
( 16) |
( 54 ) |
( 54 ) |
27 |
| lax ind rk Sp Re W Pa I, .z.o .o. |
lan d Po |
- | 40 96 % , |
MG KP |
Wi nd |
59 7 |
( 40 6) |
( 40 ) |
( 26 0) |
( 26 0) |
( 110 ) |
| lax ind rk Sp Re W Pa IV .z.o .o. , |
lan d Po |
- | 51 00 % , |
dit ed No t au |
Wi nd |
109 | ( 188 ) |
13 | 49 | 49 | ( 18) |
| lax ind rk Sp Re W Pa II, .z.o .o. |
lan d Po |
- | 51 00 % , |
dit ed No t au |
Wi nd |
123 | ( 42 ) |
( 10) |
( 2) |
( 2) |
69 |
| C.E vab les alt ativ lu .Re no ern a s |
Sp ain |
- | 100 00 % , |
dit ed No t au |
Wi nd |
86 | ( 2) |
- | - | - | 84 |
| CIA .E d e ias lter iva nat nrg re no v a s |
|||||||||||
| .2 sau |
ain Sp |
- | 100 00 % , |
loi De tte |
Wi nd |
69 | ( 14) |
- | - | - | 55 |
| Eo lic a.G im uñ SL arc oz Co añí óli Ca o d orj a E e B ca |
Sp ain |
- | 80 00 % , |
No dit ed t au |
Wi nd |
10 | - | - | - | - | 10 |
| mp mp a, SA |
Sp ain |
- | 75 83 % , |
KP MG |
Wi nd |
85 8 |
127 | - | 157 | 157 | 1.1 42 |
| De rol los Ca tal s d el sar ane |
Sp ain |
- | 60 00 % , |
KP MG |
Wi nd |
5.9 93 |
15. 49 0 |
- | 26 | 26 | 21 .50 9 |
| Ibe ria Ap ech ien tos rov am |
Sp ain |
- | 100 00 % |
KP MG |
Wi nd |
1.9 19 |
164 | - | ( 142 ) |
( 142 ) |
1.9 40 |
| Mo lin o d e C üel les S.L ara g |
Sp ain |
- | , 80 00 % |
KP MG |
Wi nd |
180 | ( 33) |
- | 30 | 30 | 176 |
| , | , | Pri ce |
|||||||||
| Ne ai I ion om nv ers es |
Sp ain |
- | 100 00 % , |
Wa ho ter use |
Oth Ac tiv itie er s |
33 .35 8 |
5.1 44 |
- | 1.3 55 |
1.3 55 |
39 .85 7 |
| Pa e E óli Pla de rqu co na |
Sp ain |
- | 100 00 % , |
KP MG |
Wi nd |
12 | ( 3) |
- | - | - | 9 |
| Pa e E óli Lo s C ale SL U ant rqu co s, Par e E óli Mo s d nte qu co e |
Sp ain |
- | 100 00 % , |
KP MG |
Wi nd |
1.9 63 |
98 8 |
- | 1.7 00 |
1.7 00 |
4.6 50 |
| Ca j ón S.L ste , |
Sp ain |
- | 100 00 % , |
MG KP |
Wi nd |
12 | ( 3) |
- | - | - | 9 |
| de Ge aci ón Eó lic SL Pa rqu es ner a, |
Sp ain |
- | 60 00 % , |
MG KP |
Wi nd |
1.9 24 |
3 76 |
( 38 ) |
41 1 |
41 1 |
3.0 59 |
| CE Sa int bé SA S Be rna , |
Fra nce |
- | 100 00 % , |
MG KP |
Wi nd |
1.6 00 |
41 7 |
( 43 7) |
144 | 144 | 1.7 24 |
| CE Se SA S gur , |
Fra nce |
- | 100 00 % , |
MG KP |
Wi nd |
1.6 15 |
394 | ( 44 2) |
23 8 |
23 8 |
1.8 05 |
| Th nd of Eu ou nsa ro |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Su bsi dia rie s C nie om pa s |
Ot he r Ac nts cou |
Ne t P |
rof it |
||||||||
| O ffic He ad e |
% Di t rec |
% ire Ind ct |
Au dit or |
Ac tiv ity |
Sh are Ca ita l p |
Re ser ves |
fro m uit Eq y |
Co nti ed nu |
To tal |
To tal uit Eq y |
|
| Eo lie e d Bo SA Rl nn es cag es, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 16 1) |
- | ( 1) |
( 1) |
( 16 1) |
| Eo lie e D ´Et alo nd SA Rl nn es, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 26 ) |
- | ( 2) |
( 2) |
( 27 ) |
| Eo lie e d e S SA RL nn aug ueu se, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 25 ) |
- | ( 2) |
( 2) |
( 26 ) |
| Pa Eo lie n D 'Ar den rc nes |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 122 ) |
- | ( 1) |
( 1) |
( 122 ) |
| Eo lie e d Bo SA RL nn es cag es, Pa Eo lie n d Lo s C ham rc es ng ps, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 27 ) |
- | ( 1) |
( 1) |
( 27 ) |
| SA RL Par c E oli de Ma nch evi lle en , |
Fra nce |
- | 100 00 % , |
dit ed No t au |
Wi nd |
1 | ( 67) |
- | ( 3) |
( 3) |
( 68) |
| SA RL |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 36) |
- | ( 4) |
( 4) |
( 39) |
| Pa Eo lie n d e R SA RL rc om an, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 95 ) |
- | ( 7) |
( 7) |
( 10 1) |
| Pa Eo lie n d Va tin SA S rc es es, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
37 | ( 1.3 77 ) |
( 53 8) |
196 | 196 | ( 1.1 44 ) |
| Pa Eo lie n d e L a H SA S etr rc oy e, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
37 | ( 23 ) |
- | ( 5) |
( 5) |
9 |
| Eo lie e d e C alle evi lle SA S nn ng , |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
37 | ( 23 ) |
- | 3 | 3 | 17 |
| Pa Eo lie n d e V ari SA S rc mp re, |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
37 | ( 1.5 10) |
( 607 ) |
52 7 |
52 7 |
( 94 6) |
| Par c E oli du Clo s B ille SA S ata en , |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
37 | ( 99 0) |
( 47 2) |
28 6 |
28 6 |
( 667 ) |
| Eó lic a d e S a d Al S.A tur err as as, En ltiu s-P rod o d e E ia era uca ner g |
Po l rtu ga |
- | 50 10% , |
KP MG |
Wi nd |
50 | 1.1 76 |
- | 66 8 |
66 8 |
1.8 94 |
| Elé ica SA ctr , |
Po l rtu ga |
- | 100 00 % , |
KP MG |
Wi nd |
1.5 05 |
2.3 15 |
1.0 98 |
2.1 87 |
2.1 87 |
7.6 02 |
| Ma lha diz En ia E óli SA es- erg ca, |
Po l rtu ga |
- | 100 00 % , |
KP MG |
Wi nd |
50 | 100 | - | 195 | 195 | 34 5 |
| Eó lic a d e M lo, LD A ont ene gre |
Po l rtu ga |
- | 50 10% , |
KP MG Pri ce |
Wi nd |
50 | 2.0 90 |
- | 1.4 42 |
1.4 42 |
3.5 82 |
| Eó lic a d a A lag SA oa, Ap rof ita D´ En ies nt me erg vab les d e la Ti a A lta Re no err |
Po l rtu ga |
- | 59 99 % , |
Wa ho ter use |
Wi nd |
50 | 1.7 29 |
884 | 78 4 |
78 4 |
3.4 47 |
| S.A | Sp ain |
- | 48 69 % , |
KP MG |
Wi nd |
1.9 94 |
( 33 2) |
- | ( 214 ) |
( 214 ) |
1.4 48 |
| Bo Ve de L´E bre S. .L. U nt n Par c E óli c C oll de la Ga nta rga |
Sp ain |
- | 100 00 % , |
KP MG |
Wi nd |
90 | ( 35) |
- | - | - | 55 |
| S.L | Sp ain |
- | 100 00 % , |
KP MG |
Wi nd |
3 | - | - | - | - | 3 |
| Eó lic Ser lto a S .l Pa Vo rc ra rer Ele ktr nia W iatr a K I sp ow ow res y |
Sp ain |
- | 100 00 % , |
MG KP |
Wi nd |
3 | - | - | - | - | 3 |
| zoo Mo Of fsh abl ray ore re new es |
lan d Po |
- | 100 00 % , |
dit ed No t au |
Wi nd |
20 | ( 1) |
( 3) |
( 10) |
( 10) |
6 |
| lim ite d Ce ale lie e C de Eo Po ntr t – nt nn ane |
UK | - | 75 00 % , |
No dit ed t au |
Wi nd |
113 | - | - | - | - | 113 |
| Sal s S .A. S ara Ce ale Eo lie e d e G uel ntr tas nn |
Fra nce |
- | 100 00 % , |
KP MG |
Wi nd |
125 | ( 157 ) |
( 397 ) |
( 7) |
( 7) |
( 43 5) |
| l – nti S. A. S No Po ya v y |
Fra nce |
- | 100 00 % , |
MG KP |
Wi nd |
2.2 61 |
1.0 09 |
31 | 344 | 344 | 3.6 45 |
| of Th nd Eu ou nsa ro |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ot he r |
Ne t P |
rof it |
|||||||||
| Sh | Ac nts cou fro |
To tal |
|||||||||
| Su bsi dia rie s C nie om pa s |
He ad O ffic e |
% Di t rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
are Ca ita l p |
Re ser ves |
m Eq uit y |
Co nti ed nu |
To tal |
Eq uit y |
| ale lie c d Ce Eo e N Tru ntr nn eo e |
|||||||||||
| L´H S.A .S om me , |
Fra nce |
- | 100 00 % , |
KP MG |
Wi nd |
38 | ( 6) |
- | ( 3) |
( 3) |
29 |
| Va lle e d e M lin SA RL ou |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 3) |
- | ( 13) |
( 13) |
( 16) |
| Ma rde lle SA RL |
Fra nce |
- | 100 00 % , |
No dit ed t au |
Wi nd |
1 | ( 3) |
- | ( 1) |
( 1) |
( 3) |
| Qu inz e M ine s S AR L |
Fra nce |
- | 49 00 % , |
No dit ed t au |
Wi nd |
1 | ( 3) |
- | ( 15) |
( 15) |
( 17) |
| De rol los Eó lic de Te l S L sar os rue |
Sp ain |
- | 40 80 % , |
No dit ed t au |
Wi nd |
60 | - | - | ( 79 ) |
( 79 ) |
( 19) |
| Pa r E óli c d e C oll de M S. L. oro |
Sp ain |
- | 60 00 % , |
KP MG |
Wi nd |
3 | 5 | - | - | - | 8 |
| Pa r E óli c d e T e M adr ina S. L. orr Par c E oli c d e V ila lba de ls A rcs |
Sp ain |
- | 60 00 % , |
KP MG |
Wi nd |
3 | 4 | - | - | - | 7 |
| S.L | Sp ain |
- | 60 00 % , |
MG KP |
Wi nd |
3 | - | - | - | - | 3 |
| lic lin S. Pa Eo Mo L. rc ars |
Sp ain |
- | 54 00 % , |
MG KP |
Wi nd |
3 | - | - | - | - | 3 |
| de Vi lalb SL Bo n V ent a, |
Sp ain |
- | 100 00 % , |
MG KP |
Wi nd |
90 | ( 4) |
- | ( 71 5) |
( 71 5) |
( 629 ) |
| de Co rbe SL Bo n V ent ra, |
Sp ain |
- | 100 00 % , |
MG KP |
Wi nd |
90 | ( 4) |
- | - | - | 86 |
| riz Wi nd C Ho En LL on erg y |
Te xas |
100 00 % , |
- | MG KP |
ldi Ho ng |
2.8 18. 48 3 |
( 61 .30 6) |
( 42 ) |
( 31 .93 8) |
( 31 .93 8) |
2.6 93 .25 9 |
| Wi nd rbi the Tu Pro LP ne me us, |
Ca lifo rni a |
- | 100 00 % , |
MG KP |
Wi nd |
( 394 ) |
( 4) |
- | - | - | ( 39 8) |
| ake ind C Lo st L s W Fa LL rm , |
Mi ta nn eso |
- | 100 00 % , |
MG KP |
Wi nd |
14 1.3 84 |
( 67) |
- | ( 71 ) |
( 71 ) |
14 1.1 75 |
| rlin ind C Da W Fa LL ton g rm , |
Mi ta nn eso |
- | 100 00 % , |
MG KP |
Wi nd |
- | ( 5) |
- | ( 8) |
( 8) |
( 21 ) |
| Clo ud Co Wi nd Fa ty un rm Wh ite Wi nd Pu rch asi sto ne ng , |
Ka nsa s |
- | 100 00 % , |
MG KP |
Wi nd |
24 2.4 59 |
97 | - | 1.8 50 |
1.8 50 |
24 6.2 56 |
| LL C |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
- | 10. 37 1 |
- | ( 11. 09 0) |
( 11. 09 0) |
( 11. 809 ) |
| Blu Wi nd e C r II LL C any on po we |
Ok lah om a |
- | 100 00 % , |
KP MG |
Wi nd |
123 .25 9 |
5.5 24 |
- | 1.8 31 |
1.8 31 |
132 .44 5 |
| Blu e C Wi nd r V LL C any on po we , |
Ok lah om a |
- | 100 00 % , |
KP MG |
Wi nd |
138 .31 5 |
( 18) |
- | 52 9 |
52 9 |
139 .35 5 |
| HO ZO RG RI N W IN D E NE Y |
|||||||||||
| IN TE RN AT IO NA L |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
3.9 51 |
180 | - | ( 2) |
( 2) |
4.1 27 |
| Pio r P rai rie W ind Fa I, LL C nee rm |
Iow a |
- | 100 00 % , |
KP MG |
Wi nd |
43 4.0 78 |
594 | 8.5 81 |
( 11. 09 2) |
( 11. 09 2) |
42 1.0 69 |
| Sag ebr ush Po r P LL C art we ner s, loc ind Te t W Po r P art ase we ner s, |
Wa shi ton ng |
- | 100 00 % , |
KP MG |
Wi nd |
- | ( 13) |
- | ( 13) |
( 13) |
( 39 ) |
| LL C |
Or ego n |
- | 100 00 % , |
KP MG |
Wi nd |
102 .38 3 |
4.7 56 |
33 8 |
3.8 56 |
3.8 56 |
115 .18 9 |
| Hi h T rai l W ind Fa LL C g rm , |
Illi ois on |
- | 100 00 % , |
KP MG |
Wi nd |
28 6.7 78 |
3.9 87 |
- | 1.7 01 |
1.7 01 |
294 .16 7 |
| Ma rbl e R ive LL C r, |
Ne w Y ork |
- | 100 00 % , |
KP MG |
Wi nd |
12. 96 1 |
( 74 ) |
- | ( 40 ) |
( 40 ) |
12. 807 |
| Ra il S litt p er |
Illi ois on |
- | 100 00 % , |
KP MG |
Wi nd |
175 .03 1 |
( 166 ) |
- | ( 1.3 23 ) |
( 1.3 23 ) |
172 .21 9 |
| Bla cks e W ind Fa LL C ton rm , |
Illi ois on |
- | 100 00 % , |
KP MG |
Wi nd |
- | ( 3) |
- | ( 94 7) |
( 94 7) |
( 1.8 97 ) |
| Ar ok Wi nd En LL C sto oo erg y |
Ma ine |
- | 100 00 % , |
KP MG |
Wi nd |
87 3 |
( 56 ) |
- | ( 17) |
( 17) |
78 3 |
| Jer ich o R ise W ind Fa LL C rm |
Ne w Y ork |
- | 100 00 % , |
KP MG |
Wi nd |
1.1 11 |
( 24 ) |
- | ( 6) |
( 6) |
1.0 75 |
| % Ind ire ct |
Au dit or |
Th nd of Eu ou nsa ro |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Su bsi dia rie s C nie om pa s |
Ot he r |
rof it Ne t P |
||||||||||
| Sh | Ac nts cou fro |
To tal |
||||||||||
| He ad O ffic e |
% Di t rec |
Ac tiv ity |
are Ca ita l p |
Re ser ves |
m Eq uit y |
Co nti ed nu |
To tal |
Eq uit y |
||||
| Ma dis Wi nd r L LC on po we |
Ne w Y ork |
- | 100 00 % , |
KP MG |
Wi nd |
7.0 57 |
( 147 ) |
- | ( 96 3) |
( 96 3) |
4.9 84 |
|
| Me ite W ind LL C squ , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
187 .69 2 |
7.1 05 |
- | 6.7 24 |
6.7 24 |
20 8.2 45 |
|
| Ma rtin sda le W ind Fa LL C rm |
Co lor ado |
- | 100 00 % , |
KP MG |
Wi nd |
2.2 19 |
( 2) |
- | ( 2) |
( 2) |
2.2 13 |
|
| Po st O ak Wi nd LL C , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
214 .54 2 |
5.0 44 |
- | 5.3 77 |
5.3 77 |
23 0.3 40 |
|
| BC M le R idg e W ind LL C ap |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - | |
| Hi h P rai rie W ind Fa II, LL C g rm Ar lin W ind Po r P roj ton ect g we |
Mi ta nn eso |
- | 100 00 % , |
KP MG |
Wi nd |
112 .73 3 |
1.0 67 |
46 7 |
( 1.1 42 ) |
( 1.1 42 ) |
11 1.9 83 |
|
| C LL Sig nal Hi ll W ind Po r P roj ect we |
Or ego n |
- | 100 00 % , |
MG KP |
Wi nd |
137 .92 1 |
274 | - | 1.9 99 |
1.9 99 |
142 .19 3 |
|
| LL C Tu mb lew eed W ind Po r P roj ect we |
lor ado Co |
- | 100 00 % , |
KP MG |
Wi nd |
( 17) |
( 2) |
- | - | - | ( 19) |
|
| LL C |
Co lor ado |
- | 100 00 % , |
KP MG |
Wi nd |
( 1) |
( 2) |
- | - | - | ( 3) |
|
| Ol d T rai l W ind Fa LL C rm , |
Illi ois on |
- | 100 00 % , |
KP MG |
Wi nd |
29 9.9 89 |
( 2.4 31 ) |
2.6 75 |
( 2.9 69) |
( 2.9 69) |
294 .29 5 |
|
| Sti n M ills W ind Fa LL C nso rm , |
Co lor ado |
- | 100 00 % , |
KP MG |
Wi nd |
59 8 |
( 66) |
- | ( 2) |
( 2) |
52 8 |
|
| OP Q Pro LL C ty per |
Illi ois on |
- | 100 00 % , |
KP MG |
Wi nd |
12 | 20 | - | 72 | 72 | 176 | |
| Me ado w L ake W ind Fa LL C rm , Wh fie ld Wi nd roj Po r P eat ect we , |
Ind ian a |
- | 100 00 % , |
KP MG |
Wi nd |
- | ( 21 3) |
- | ( 1.1 58 ) |
( 1.1 58 ) |
( 2.5 29 ) |
|
| LL C |
Or ego n |
- | 100 00 % , |
KP MG |
Wi nd |
- | 65 | - | 2.9 56 |
2.9 56 |
5.9 77 |
|
| 00 7 V o I LL C ent |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
839 .11 6 |
1.2 13 |
- | 1.1 73 |
1.1 73 |
842 .67 5 |
|
| 00 7 V o I I ent |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
73 7.3 73 |
( 63 1) |
- | ( 73 1) |
( 73 1) |
73 5.2 80 |
|
| 00 8 V o I II ent |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
819 .74 3 |
- | - | ( 622 ) |
( 622 ) |
81 8.4 99 |
|
| Ho riz Wi nd Ve I L LC ntu on res |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
1.2 24 .61 6 |
10. 04 9 |
- | 15. 27 6 |
15. 27 6 |
1.2 65 .21 7 |
|
| Ho riz Wi nd Ve II, LL C ntu on res |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
2.2 94 |
7.2 60 |
- | 11. 06 0 |
11. 06 0 |
31 .67 4 |
|
| Ho riz Wi nd Ve III LL C ntu on res , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
3.8 16 |
- | - | ( 42 2) |
( 42 2) |
2.9 72 |
|
| Cli n C Wi nd Fa LL C nto ty oun rm , |
Ne w Y ork |
- | 100 00 % , |
KP MG |
Wi nd |
10. 41 9 |
( 5) |
- | - | - | 10. 41 4 |
|
| BC 2 M le R idg e H old ing s L LC ap |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Clo ud W W ind Pr oje LL C est ct, |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Fiv e-S LL C t, po Ho riz Wi nd Ch lat e B u I on oco ayo |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| C LL |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| Al aba dg ind C Le e W Fa LL ma rm An tel e R idg e W ind Po op we r |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| jec Pro t L LC Ar kw rig ht Su it W ind Fa mm rm |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| LL C |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| As hfo rd Wi nd Fa LL C rm |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - |
| Ot he Ne t P rof it r Ac nts cou Sh fro are m Su bsi dia rie s C nie He ad O ffic % Di % Ind ire Au dit Ac tiv ity Ca ita l Re Eq uit Co nti ed To tal t ct om pa s e rec or p ser ves y nu hen Wi nd At a-W Po est on we r Pro jec t L LC Te 100 00 No dit ed Wi nd % t au xas - - - - - - , |
To tal Eq uit y |
|---|---|
| - | |
| Bla ck Pra irie W ind Fa LL C Te 100 00 KP MG Wi nd % rm xas - - - - - - , |
- |
| Bla cks e W ind Fa II LL C Te 100 00 KP MG Wi nd ( 1) ( 1) % ton rm xas - - - - , |
( 2) |
| Bla cks e W ind Fa III LL C Te 100 00 No dit ed Wi nd % ton t au rm xas - - - - - - , |
- |
| Bla cks e W ind Fa IV LL C Te 100 00 No dit ed Wi nd % ton t au rm xas - - - - - - , |
- |
| Bla cks e W ind Fa V LL C Te 100 00 No dit ed Wi nd % ton t au rm xas - - - - - - , |
- |
| Blu e C Wi nd r II I L LC Te 100 00 No dit ed Wi nd % t au any on po we xas - - - - - - , |
- |
| Blu e C Wi nd r IV LL C Te 100 00 No dit ed Wi nd % t au any on po we xas - - - - - - , |
- |
| Blu e C Wi nd r V I L LC Te 100 00 % No dit ed Wi nd t au any on po we xas - - - - - - , |
- |
| Br oad lan ds Wi nd Fa II LL C Te 100 00 No dit ed Wi nd % t au rm xas - - - - - - |
- |
| , Br oad lan ds Wi nd Fa III LL C Te 100 00 % No dit ed Wi nd t au rm xas - - - - - - |
- |
| , Br oad lan ds Wi nd Fa LL C Te 100 00 No dit ed Wi nd % t au rm xas - - - - - - |
- |
| , Ch Riv Wi nd Fa ate aug ay er rm |
|
| C 100 00 dit ed Wi nd LL Te % No t au xas - - - - - - , |
- |
| Cr Ri dg ind C 100 00 dit ed Wi nd e W Fa LL Te % No t au op sey rm xas - - - - - - , Cr ing Tr ail s W ind Po oss we r |
- |
| , Pro jec t L LC Te 100 00 % No dit ed Wi nd t au xas - - - - - - |
- |
| , iry Hi lls Wi nd dit ed Wi nd Da Fa LL C Te 100 00 % No t au rm xas - - - - - - |
- |
| , Di d P Pa LL C Te 100 00 % No dit ed Wi nd rtn t au am on ow er ers xas - - - - - - |
- |
| , rd Wi nd dit ed Wi nd Fo Fa LL C Te 100 00 % No t au rm xas - - - - - - |
- |
| , Fre rt W ind r I, LP Te 100 00 % No dit ed Wi nd t au we xas - - |
|
| epo po - - - - , Gu lf C ind t W oas po we r |
- |
| Ma Co LL C Te 100 00 % No dit ed Wi nd ent t au nag em mp any xas - - - - - - , , |
- |
| Ho ad Wi nd Fa LL C Te 100 00 % No dit ed Wi nd ste t au me rm xas - - - - - - , |
- |
| riz Wi nd rth Ho En No st on erg y we |
|
| VI I L LC Te 100 00 No dit ed Wi nd % t au xas - - - - - - , |
- |
| Ho riz Wi nd En No rth st on erg we y LC 100 00 dit ed Wi nd X L Te No |
|
| % t au xas - - - - - - , Ho riz Wi nd En No rth st on we |
- |
| erg y XI LL C Te 100 00 % No dit ed Wi nd t au xas - - - - - - , |
- |
| Ho riz Wi nd En Pa nh and le I on erg y |
|
| LL C Te 100 00 % No dit ed Wi nd t au xas - - - - - - , |
- |
| riz Wi nd uth Ho En So st I on erg y we |
|
| LL C Te 100 00 No dit ed Wi nd % t au xas - - - - - - , Ho riz Wi nd En So uth st |
- |
| on erg we y LC 100 00 dit ed Wi nd II L Te % No t au xas - - - - - - , |
- |
| ad O ffic % Di t e rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
of Th nd Eu ou nsa ro |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Su bsi dia rie s C nie om pa s |
He | Ot he r |
Ne t P rof it |
|||||||||
| Sh are Ca ita l p |
Re ser ves |
Ac nts cou fro m Eq uit y |
Co nti ed nu |
To tal |
To tal Eq uit y |
|||||||
| riz Wi nd uth Ho En So st on erg y we III LL C |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Ho riz Wi nd En So uth st on erg we y C IV LL |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| Ho riz Wi nd En Va lle I on erg y y LL C |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| riz Wi nd EC Ho MR Io on wa Pa LL C rtn ers riz Wi nd Ho Fre |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| rt on epo , Wi nd r I LL C po we Jun ipe r W ind Po r P art we ner |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| s, C LL Le xin Ch a W ind Fa ton g eno rm |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| LL C |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| Ma chi Wi nd Fa LL C as rm |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| ado ake ind Me w L W Fa II LL C rm |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | ( 1) |
( 1) |
( 2) |
|
| Ne w T rai l W ind Fa LL C rm |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| rth Sl ind No e W Fa LL C op rm |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| Nu mb Ni Wi nd Fa LL C er ne rm cif ic So uth ind Pa st W Fa we rm |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| LL C |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Pio r P rai rie W ind Fa II LL C nee rm |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Rim Ro ck Po r P s L LC art we ner Sad dle bac k W ind roj Po r P ect we |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| LL C |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | ( 3) |
( 3) |
( 6) |
|
| Sar din ia W ind r L LC po we |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Tu rtle Cr eek W ind Fa LL C rm |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| We Tra il W ind Pr oje ct I LL C ste rn Wh istl ing W ind W I E ner gy |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Ce C LL nte r, |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| Sim idg ind C n R e W Fa LL pso rm Co Cu W ind Po r P roj ect os rry we |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| LL C riz Wi nd Mi dw Ho En IX est on erg y |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - | |
| LL C riz Wi nd rth Ho En No st I on erg y we |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| LL C |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - | |
| Pe Po r P s L LC ter art son we ner |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - |
| of Th nd Eu ou nsa ro |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Su bsi dia rie s C nie om pa s |
Ot he r |
Ne t P rof it |
|||||||||
| Sh are |
Ac nts cou fro m |
To tal |
|||||||||
| He ad O ffic e |
% Di t rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
Ca ita l p |
Re ser ves |
Eq uit y |
Co nti ed nu |
To tal |
Eq uit y |
|
| Pio rai rie tio r P In ter nee con nec n |
|||||||||||
| LL C |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - |
| Th e N ook W ind Po r P roj ect we |
|||||||||||
| C LL |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - |
| Hi ll W ind LC Tu r L g po we Wh isk Rid Po r P art ey ge we ner s |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - |
| LL C |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - |
| Wi lso n C k P Pa LL C rtn ree ow er ers |
Te xas |
- | 100 00 % , |
No dit ed t au |
Wi nd |
- | - | - | - | - | - |
| WT P M Co LL C ent ana gem mp any |
Te xas |
- | 100 00 % , |
dit ed No t au |
Wi nd |
- | - | - | - | - | - |
| Me ado w L ake W ind Fa IV LL C rm |
Ind ian a |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| ado ake ind far Me w L W III LL C m |
Ind ian a |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| 20 09 Ve IV LL C nto , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
175 .05 4 |
- | - | ( 69) |
( 69) |
174 .91 6 |
| 20 09 Ve V LL C nto , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
138 .31 5 |
- | - | ( 5) |
( 5) |
138 .30 5 |
| 20 09 Ve VI LL C nto , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
140 .89 2 |
- | - | ( 69) |
( 69) |
140 .75 4 |
| riz Wi nd Ho Ve II LL C ntu on res |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Ho riz Wi nd Ve III LL C ntu on res , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
3.8 16 |
- | - | ( 42 2) |
( 42 2) |
2.9 72 |
| riz Wi nd Ho Ve VI LL C ntu on res , |
Te xas |
- | 100 00 % , |
KP MG |
Wi nd |
78 .34 5 |
- | - | ( 1) |
( 1) |
78 .34 3 |
| xin Ch ind Le a W Fa II ton g eno rm |
|||||||||||
| LL C |
Illi is no |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| xin Ch ind Le a W Fa III ton g eno rm |
|||||||||||
| LL C Ea st K lick ita t W ind Po r P roj ect we |
Illi is no |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| C LL |
shi Wa ton ng |
- | 100 00 % , |
MG KP |
Wi nd |
- | - | - | - | - | - |
| Ho riz Wi nd En No rth st on erg y we |
|||||||||||
| IV LL C |
Or ego n |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Blu e C Wi nd Po r V II any on we LL C |
Ok lah |
100 00 |
KP MG |
Wi nd |
|||||||
| riz ing mi ssi Ho Wy Tr on om ans on |
om a |
- | % , |
- | - | - | - | - | - | ||
| LL C |
Wy ing om |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| AZ So lar LL C |
Ar izo na |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Bla ck Pra irie W ind Fa II LL C rm |
Illi is no |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Bla ck Pra irie W ind Fa III LL C rm |
Illi is no |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Pa uld ing W ind Fa LL C rm |
Oh io |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Pa uld ing W ind Fa II LL C rm |
Oh io |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Pa uld ing W ind Fa III LL C rm |
Oh io |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Sim n R idg e W ind Fa II LL C pso rm |
Wy ing om |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Sim n R idg e W ind Fa III pso rm |
Wy ing om |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - |
| Th nd of Eu ou nsa ro |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ot he r |
rof it Ne t P |
|||||||||||
| Su bsi dia rie s C nie om pa s |
He ad O ffic e |
% Di t rec |
% Ind ire ct |
Au dit or |
Ac tiv ity |
Sh are Ca ita l p |
Re ser ves |
Ac nts cou fro m Eq uit y |
Co nti ed nu |
To tal |
To tal Eq uit y |
|
| LL C |
||||||||||||
| Sim n R idg e W ind Fa IV pso rm C LL |
ing Wy om |
- | 100 00 % , |
MG KP |
Wi nd |
- | - | - | - | - | - | |
| Sim n R idg e W ind Fa V pso rm |
||||||||||||
| LL C |
Wy ing om |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - | |
| At hen Wi nd roj a-W Po r P est ect on we II, LL C |
Or ón eg |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - | |
| Me ado w L ake W ind Fa V LL C rm , |
Ind ian a |
- | 100 00 % , |
KP MG |
Wi nd |
- | - | - | - | - | - | |
| ÁV ED P R EN OV EI S B RA SIL , |
||||||||||||
| S.A | Sa o P aul o |
55 00 % , |
- | KP MG |
Wi nd |
8.7 74 |
( 52 5) |
- | 647 | 647 | 8.8 96 |
|
| Ce al N aci al d e E ia ntr on ner g |
||||||||||||
| Eó lic S.A . ( Ce el) a, nae |
Sa aul o P o |
- | 55 00 % , |
MG KP |
Wi nd |
19. 694 |
- | - | ( 1.5 41 ) |
( 1.5 41 ) |
18. 153 |
|
| Ele brá roj da s P Lt ect os, |
Sao ulo Pa |
- | 55 00 % , |
dit ed No t au |
Wi nd |
52 8 |
( 35 2) |
- | ( 6) |
( 6) |
17 1 |
| Th nd of Eu ou nsa ro |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| int Co titi Jo ly ntr oll ed En es |
O ffic He ad e |
ire %D ct |
ire % Ind ct |
Au dit or |
Ac tiv ity |
Sh are Ca ita l p |
Re ser ves |
Ot he r Ac nts cou fro m uit Eq y |
Ne t P Co nti ed nu |
rof it To tal |
To tal uit Eq y |
|
| Te bar Eo lic S.A a, |
Cu enc a |
- | 40 00 % , |
No t A ud ite d |
Wi nd |
2.3 60 |
2.1 45 |
( 150 ) |
60 6 |
60 6 |
4.9 61 |
|
| rci l S ola Mu aso r |
Al ría me |
- | 40 00 % , |
t A ud ite d No |
So lar |
2 | - | - | - | - | 2 | |
| Ev olu ció 20 00 S.L n , |
Ma dri d |
- | 39 32 % , |
KP MG |
Wi nd |
58 | 4.7 74 |
( 62 1) |
1.5 08 |
1.5 08 |
5.7 18 |
|
| rol los Eó lic de Ca ias S.A De sar os nar , |
alm La s P as |
- | 35 80 % , |
t A ud ite d No |
Wi nd |
4.2 91 |
5.2 22 |
- | 1.1 15 |
1.1 15 |
10. 62 8 |
|
| Co añi a E óli Ar a S .A. mp ca ago nes |
Za rag oza |
- | 50 00 % , |
De loi tte |
Wi nd |
3.3 51 |
13. 69 5 |
( 812 ) |
4.4 65 |
4.4 65 |
20 .69 9 |
|
| Fla ock ind LC t R W r L po we |
ork Ne w Y |
- | 50 00 % , |
E& Y |
Wi nd |
36 5 |
( 15. 41 3) |
- | ( 2.0 33) |
( 2.0 33) |
( 17. 08 1) |
|
| Fla t R ock W ind r II LL C po we |
Ne w Y ork |
- | 50 00 % , |
E& Y |
Wi nd |
144 | ( 5.9 79 ) |
- | ( 1.6 44 ) |
( 1.6 44 ) |
( 7.4 79 ) |
| Th nd of Eu ou nsa ro |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Sh are |
Ot he r Ac nts cou fro m |
Ne t P |
rof it |
To tal |
||||||||
| As iat Co ies so c e mp an |
He ad O ffic e |
%D ire ct |
% Ind ire ct |
Au dit or |
Ac tiv ity |
Ca ita l p |
Re ser ves |
Eq uit y |
Co nti ed nu |
To tal |
Eq uit y |
|
| Ap rof ita D´ En ies Re vab le nt me erg no |
||||||||||||
| de l´E bre S. l |
Es ña pa |
- | 18, 97 % |
No t A ud ite d |
Wi nd |
4 | 3.8 65 |
- | ( 36 6) |
( 36 6) |
3.5 03 |
|
| Hi dro S. A. ast ur, |
Ov ied o |
- | 20 00 % , |
Ce nti um |
Mi nih dra uli c y |
4.8 08 |
2.9 41 |
- | - | - | 7.7 49 |
|
| So dec S.L oan , |
Sev illa |
- | 40 00 % , |
No t A ud ite d |
Wi nd |
6 | ( 9) |
- | - | - | ( 3) |
|
| Bio de l P irin S. A. ma sas eo, |
Hu esc a |
- | 24 00 % , |
No Au dit ada |
Wa ste |
45 5 |
( 21 7) |
- | - | - | 23 8 |
|
| Cu litv En éti de Ca stil la, S.A os erg cos |
Bu rgo s |
- | 24 00 % , |
No Au dit ada |
Wa ste |
300 | ( 48 ) |
- | - | - | 25 2 |
|
| óli Sie de l M ade Pa e E rqu co rra ro, S.A rol los éti ios De En Ca sar erg cos nar , |
So ria |
- | 33 60 % , |
Ern st & Y ou ng |
Wi nd |
7.1 94 |
2.0 22 |
- | 3.8 43 |
3.8 43 |
13. 05 9 |
|
| S.A | alm La s P as |
- | 39 92 % , |
Au dit ada No |
Wi nd |
30 | ( 12) |
- | - | - | 18 |
| of Th ds Eu ou san ros |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ne rof it t p |
||||||||||||
| % Di t rec |
% Ind ire ct |
Sh are |
Re ser |
Ex tra or. |
||||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
||
| ÍA AS G S D NU EV EN ER E |
||||||||||||
| OC CI DE NT E, S.L |
Ov ied Sp ain o, |
100 .00 % |
- | KP MG |
Ho ldi ng Wi nd ene rgy |
30 00 0 , |
195 42 6 , |
- | ( 31 94 9) , |
193 47 6 , |
||
| Ac Ar ias S.L am po , |
Za Sp ain rag oza , |
- | 98 .19 % |
KP MG |
d. pro Wi nd ene rgy |
3, 314 |
0 | - | 0 | 3, 31 5 |
||
| Ag aci ón Eó lic S.L .U. rup a, Par e E óli Pla de Ar |
Sp ain Za rag oza , |
- | 100 .00 % |
MG KP |
d. pro Wi nd |
2 77 |
44 39 8 , |
- | 20 0 |
45 37 1 , |
||
| taj qu co na on a, S.L .U. |
ain Za Sp rag oza , |
- | 100 .00 % |
aud ite d Un |
ene rgy d. pro |
12 | ( 3) |
- | 0 | 9 | ||
| C.E .Bo urb ria SA S c, |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
Wi nd ene rgy d. pro |
50 | ( 4) |
- | 4 | 50 | ||
| Co añí óli Ca o d a E mp ca mp e Bo rja S.A |
Za Sp ain rag oza |
- | 75 .83 % |
KP MG |
Wi nd ene rgy d. pro |
85 8 |
99 | - | 28 1 |
1, 23 8 |
||
| , Cía . E léc tric a d e E ías ner g |
, | |||||||||||
| Re vab les Al iva ter nat no s, |
Wi nd ene rgy |
|||||||||||
| S.A .L. |
Za Sp ain rag oza , |
- | 100 .00 % |
De loi tte |
d. pro Mi ni |
69 | ( 14) |
- | 0 | 55 | ||
| hy dro ele i ctr c e ner gy |
||||||||||||
| Ce r A IE stu pra Co ión Em ial de rpo rac pre sar |
Ov ied Sp ain o, |
- | 45 .41 % |
aud ite d Un |
d. pro |
36 1 |
50 | - | 8 | 41 8 |
||
| Re vab les Al iva ter nat no s, |
Wi nd ene rgy |
|||||||||||
| S.L .U. |
Sp ain Za rag oza , |
- | 100 .00 % |
aud ite d Un |
d. pro |
86 | ( 2) |
- | ( 0) |
84 | ||
| òli c d oll de Par c E e C M S.L oro |
lon ain Ba Sp rce a, |
60 .00 % |
aud ite d Un |
Wi nd ene rgy d. |
3 | 5 | 0 | 8 | ||||
| , De rol los Eó lic Al rch al sar os ma |
- | pro Wi nd ene rgy |
- | |||||||||
| S.A .U. |
Sev ille Sp ain , |
- | 80 .00 % |
KP MG |
d. pro |
2, 06 1 |
( 33 ) |
- | 1, 09 3 |
3, 12 1 |
||
| rol los Eó lic vis De Bu ta, sar os ena S.A .U. |
Sev ille Sp ain |
80 .00 % |
KP MG |
Wi nd ene rgy d. |
1, 71 2 |
1, 44 9 |
1, 08 0 |
4, 24 2 |
||||
| De rol los Ca tal s D el sar ane |
, | - | pro Wi nd ene rgy |
- | ||||||||
| Vi S.L ent o, |
lon Sp ain Ba rce a, |
- | 60 .00 % |
MG KP |
d. pro |
4 79 |
( 3) |
- | ( 102 ) |
68 8 |
||
| De rol los Eó lic de Co sar os rm e, |
Wi nd ene rgy |
|||||||||||
| S.A | ille ain Sev Sp , |
- | 80 .00 % |
KP MG |
d. pro |
3, 66 6 |
3, 00 9 |
- | 97 9 |
65 5 7, |
||
| De rol los Eó lic Du mb ría sar os , S.A .U. |
La Co ruñ Sp ain |
80 .00 % |
KP MG |
Wi nd ene rgy d. |
61 | 2, 197 |
5, 264 |
7, 52 2 |
||||
| rol los Eó lic de Ga lic ia, De sar os |
a, | - | pro Wi nd ene rgy |
- | ||||||||
| S.A | La Co Sp ain ruñ a, |
- | 77 .33 % |
KP MG |
d. pro |
6, 130 |
1, 885 |
- | 1, 607 |
9, 62 3 |
||
| De rol los Eó lic de Lu sar os go , |
Wi nd ene rgy |
|||||||||||
| S.A .U. |
Co Sp ain La ruñ a, |
- | 80 .00 % |
MG KP |
d. pro |
1 7, 76 |
2, 03 1 |
- | 8, 183 |
17, 97 5 |
||
| De rol los Eó lic Pro ció sar os mo n |
Sev ille Sp ain , |
- | 80 .00 % |
KP MG |
Wi nd ene rgy |
8, 06 1 |
17, 97 7 |
- | 12, 362 |
38 40 0 , |
| Ne t p |
rof it |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
| S.A .U. |
d. pro |
|||||||||
| De rol los Eó lic de Ra bo sar os ser a, |
Wi nd ene rgy |
|||||||||
| S.A | Sp ain Za rag oza , |
- | .00 76 % |
MG KP |
d. pro |
56 1 7, |
1, 147 |
- | 3, 654 |
12, 36 2 |
| Wi nd ene rgy |
||||||||||
| rol los lic De Eó S. A. sar os, |
ille ain Sev Sp , |
- | 80 .00 % |
KP MG |
d. pro |
1, 05 6 |
17, 76 9 |
- | ( 1, 21 9) |
17, 60 6 |
| rol los Eó lic de rifa De Ta sar os , |
Wi nd ene rgy |
|||||||||
| S.A .U. |
Sev ille Sp ain , |
- | 80 .00 % |
KP MG |
d. pro |
5, 800 |
1, 77 2 |
- | 2, 51 1 |
10, 08 3 |
| Wi nd ene rgy |
||||||||||
| Eó lic a D Qu ijo S.L te, on |
Ma dri d, Sp ain |
- | 80 .00 % |
KP MG |
d. pro |
3 | 1 | - | 5, 36 3 |
5, 367 |
| Wi nd ene rgy |
||||||||||
| Eó lic ulc ine S.L a D a, |
dri d, Sp ain Ma |
- | 80 .00 % |
MG KP |
d. pro |
10 | 0 | - | 1, 892 |
1, 90 2 |
| Wi nd ene rgy |
||||||||||
| Eo lic a A lfo S.L z, |
Ma dri d, Sp ain |
- | 67 .98 % |
KP MG |
d. pro |
10 | 0 | - | 0 | 10 |
| Wi nd ene rgy |
||||||||||
| Eó lic a A rla nzó S.A n, |
Ma dri d, Sp ain |
- | 62 .00 % |
KP MG |
d. pro |
4, 50 9 |
1, 153 |
- | 2, 82 1 |
8, 48 3 |
| Wi nd ene rgy |
||||||||||
| Eó lic a C lla S.A am po no , |
Ma dri d, Sp ain |
- | 60 .00 % |
KP MG |
d. pro |
6, 56 0 |
2, 51 1 |
- | 9, 35 1 |
18, 42 2 |
| Wi nd ene rgy |
||||||||||
| Eó lic S. A. a M N ost are rum |
len cia Sp ain Va , |
- | 48 .00 % |
aud ite d Un |
d. pro |
60 | ( 102 ) |
- | ( 0) |
( 43 ) |
| Wi nd ene rgy |
||||||||||
| lic rúj ula Eó a L a B S.A , |
dri d, ain Ma Sp |
- | 67 .92 % |
KP MG |
d. pro |
3, 294 |
93 8 |
- | 3, 148 |
7, 380 |
| ías Eó lic hu ela En La M erg as anc , |
Wi nd ene rgy |
|||||||||
| S.L .U. |
Alb Sp ain te, ace |
- | 80 .00 % |
KP MG |
d. pro Wi nd |
1, 142 |
22 8 |
- | 1, 91 6 |
3, 28 6 |
| En liv S.A .U. |
Sev ille ain |
80 .00 % |
Un aud ite d |
ene rgy d. |
75 | 0 | 68 | |||
| ero a, |
Sp , |
- | pro Wi nd ene |
( 7) |
- | |||||
| Eó lic esi lva S.L a F .U. ont |
Sev ille Sp ain |
80 .00 % |
aud ite d Un |
rgy d. |
10 | ( 0) |
( 0) |
10 | ||
| , | , | - | pro Wi nd ene |
- | ||||||
| Hi dro elé ica Fu S. L. ctr ent erm osa |
Ov ied Sp ain o, |
- | 71 .96 % |
Un aud ite d |
rgy d. pro |
77 | 172 | - | 12 | 26 1 |
| Par de Ge aci ón Eó lic qu es ner a, |
Wi nd ene rgy |
|||||||||
| S.L | Bu Sp ain rgo s, |
- | 60 .00 % |
KP MG |
d. pro |
1, 924 |
344 | - | 41 8 |
2, 687 |
| Ge aci ial S.L Es I, ner on es pec es |
Ov ied Sp ain o, |
- | 80 .00 % |
MG KP |
ldi Ho ng |
28 56 2 , |
156 58 1 , |
- | 3, 34 3 |
188 48 7 , |
| Ce Pr oci Eó lic asa om on es as S.L |
Za ain |
100 .00 |
Ern st& Yo |
Ho ldi |
20 5 |
60 | 544 | 53 | ||
| .U. lle del Eb eni erí Va |
Sp rag oza , |
- | % | un g |
ng | 1, | ( 8) |
- | ( ) |
|
| Ing ro a y Co lto ría SL |
Za ain |
80 .00 % |
Un aud ite d |
Ho ldi |
188 | 3, 07 7 |
72 2 |
3, 98 7 |
||
| nsu | Sp rag oza , |
- | ng Wi nd |
- | ||||||
| Eó lic a G uad alte ba S.L |
Sev ille Sp ain |
80 .00 % |
Un aud ite d |
ene rgy d. |
10 | ( 0) |
( 1) |
9 | ||
| , | , | - | pro Mi ni |
- | ||||||
| hy dro ele i ctr |
||||||||||
| Hi dro elé ica G S.A ctr orm az |
Ma dri d, Sp ain |
- | 60 .00 % |
Un aud ite d |
c e ner gy |
61 | ( 37) |
- | ( 59 ) |
( 36) |
| Th ds of Eu ou san ros |
||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Ne rof it t p |
||||||||||||
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
||||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
||
| d. pro |
||||||||||||
| Ibe ria Ap ech ien tos rov am Eó lic S. A.U os, |
Za Sp ain rag oza , |
- | 100 .00 % |
KP MG |
Wi nd ene rgy d. pro |
1, 91 9 |
62 | - | 1, 01 4 |
2, 99 5 |
||
| iga ció llo de Inv D est n y esa rro En ías Re vab les S.L erg no , |
Le ón Sp ain , |
- | 47 .67 % |
KP MG |
Wi nd ene rgy d. pro |
15, 71 8 |
( 25 9) |
- | ( 2, 21 7) |
13, 24 2 |
||
| Ind ria s M edi bie les Rí ust nta oam o rrió Ca S.A n, |
dri d, ain Ma Sp |
- | 72 .00 % |
aud ite d Un |
Wa ste ent ma nag em Wi nd |
15 | ( 610 ) |
- | ( 0) |
59 5) ( |
||
| Eó lic a L a ja nd S.L a, |
Ma dri d, Sp ain |
- | 80 .00 % |
Un aud ite d |
ene rgy d. pro Wi nd ene rgy |
10 | ( 1) |
- | 14 | 23 | ||
| Eó lic a L a N avi S. L. ca, Par e E óli Lo s C ale ant qu co s, |
Ma dri d, Sp ain |
- | 80 .00 % |
KP MG |
d. pro Wi nd ene rgy |
10 | 0 | - | 1, 170 |
1, 180 |
||
| S.L .U. |
Sp ain Za rag oza , |
- | 100 .00 % |
MG KP |
d. pro Wi nd ene rgy |
1, 96 3 |
( 11) |
- | 2, 49 8 |
4, 45 1 |
||
| lic lin Pa Eo Mo S. L. rc ars |
Gir Es ña on a, pa |
- | 54 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
3 | 0 | - | 0 | 3 | ||
| Mo lin o d e C S. L. üey ara g es, óli s d Par e E Mo nte qu co e |
Za Sp ain rag oza , |
- | 80 .00 % |
KP MG |
d. pro Wi nd ene rgy |
180 | ( 43 ) |
- | 10 | 147 | ||
| Ca j ón S.L ste , |
Za Sp ain rag oza , |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
12 | ( 3) |
- | 0 | 9 | ||
| Eó lic ia, S.L a M ux |
Co Sp ain La ruñ a, |
- | 80 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
10 | ( 0) |
- | ( 0) |
10 | ||
| ia A ón NE O E S.L ner g rag |
dri d, ain Ma Sp |
- | 100 .00 % |
KP MG |
d. pro Wi nd ene rgy |
10 | ( 0) |
- | ( 1) |
8 | ||
| NE O C lun S.L ata ya ai I ion SIC AV Ne om nv ers es |
Ba lon Sp ain rce a, |
- | 100 .00 % |
KP MG Pri rho ceW ate |
d. pro Wi nd ene rgy |
10 | 0 | - | ( 314 ) |
( 304 ) |
||
| , S.A Pa e E óli San Qu ite ria ta co |
Ma dri d, Sp ain |
- | 100 .00 % |
Co use op ers |
d. pro Wi nd ene |
33 35 8 , |
6, 44 8 |
- | ( 1, 304 ) |
38 50 3 , |
||
| rqu , S.L |
Sp ain Za rag oza , |
- | 46 .66 % |
MG KP |
rgy d. pro Wi nd ene |
63 | 8, 62 1 |
- | 3, 39 9 |
12, 08 3 |
||
| óli lch ite Pa e E Be S.L .U. rqu co , Pa Eó lic del Ca ntá bri es os |
ain Za Sp rag oza , |
- | 80 .00 % |
KP MG |
rgy d. pro Wi nd ene |
3, 600 |
72 0 |
- | 3, 21 1 |
7, 53 1 |
||
| rqu co, S.A |
Ov ied Sp ain o, |
- | 80 .00 % |
KP MG |
rgy d. pro Wi nd |
9, 08 0 |
10, 148 |
- | 4, 127 |
23 35 5 , |
||
| Pa e E óli So S.L ton rqu co era , |
Za Sp ain rag oza , |
- | 51 .88 % |
KP MG |
ene rgy d. pro Wi nd |
2, 00 0 |
31 1 |
- | 2, 195 |
4, 50 6 |
||
| lic a d ado S. Eo e R L.U na, |
dri d, Sp ain Ma |
- | 80 .00 % |
aud ite d Un |
ene rgy d. pro |
10 | 0 | - | 0 | 10 | ||
| Ra al C ión S.A sac og ene rac , |
Ma dri d, Sp ain |
- | 48 .00 % |
Un aud ite d |
Co tio gen era n |
60 | ( 47 6) |
- | 0 | ( 41 6) |
||
| Sie Re vab les Ca ias S.L sa no nar , |
Gr Ca ia, an nar Sp ain |
- | 80 .00 % |
Un aud ite d |
Wi nd ene rgy d. pro |
3 | ( 2) |
- | ( 1) |
0 |
| of Th ds Eu ou san ros |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gr nie |
Ne rof it t p |
||||||||||
| % Di t rec |
% Ind ire ct |
Sh are |
Re ser |
Ex tra or. |
|||||||
| ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
|
| vab les stil la L ha Re Ca a M no anc , S.A |
Alb Sp ain te, ace |
- | 72 .00 % |
KP MG |
Wi nd ene rgy d. pro Mi ni hy dro ele i ctr |
15 | ( 0) |
- | 2, 150 |
2, 165 |
|
| Hi dro elé ica de l R bla r S .L. ctr um |
Ma dri d, Sp ain |
- | 64 .00 % |
Un aud ite d |
c e ner gy d. pro Wi nd ene |
27 6 |
( 149 ) |
- | ( 85) |
42 | |
| Áv Eó lic a S ier de ila S.L ra , |
Ma dri d, Sp ain |
- | 71 .99 % |
KP MG |
rgy d. pro Wi nd ene rgy |
10 | 0 | - | 0 | 10 | |
| Sin ion Eó lic S. A. Inv ae ers es as, |
dri d, Sp ain Ma |
- | 80 .00 % |
MG KP |
d. pro Wa ste |
01 0 6, |
670 7, |
- | 5, 56 7 |
19, 24 7 |
|
| So l, S.A tro ma òli c d adr ina Par c E e T e M orr , |
So ria Sp ain , |
- | 72 .00 % |
Un aud ite d |
ent ma nag em Wi nd ene rgy |
113 | ( 27 9) |
- | ( 10) |
( 176 ) |
|
| S.L | Ba lon Sp ain rce a, |
- | 60 .00 % |
Un aud ite d |
d. pro |
3 | 4 | - | 0 | 7 | |
| ien edi bie les Tra M tam tos nta oam del N S.A ort e, |
Ma dri d, Sp ain |
- | 64 .00 % |
Un aud ite d |
Wa ste ent ma nag em |
60 | 4 | - | ( 47 ) |
17 | |
| ien edi bie les Tra M tam tos nta oam |
Wa ste |
||||||||||
| Río So tón S.A , |
Ma dri d, Sp ain |
- | 80 .00 % |
KP MG |
ent ma nag em Wi nd ene rgy |
60 | 13 | - | 2, 36 2 |
2, 43 5 |
|
| inc ia L im ia S.L Ve o E ner g p |
Sp ain Za rag oza , |
- | 80 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
3 | 340 | - | 65 | 40 8 |
|
| de rbe Bo n V Co S. L. ent ra, |
lon ain Ba Sp rce a, |
- | 100 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
90 | ( 4) |
- | 0 | 86 | |
| Bo n V de Vi lalb S.L ent a, òli c d ila lba de ls A Par c E e V rcs |
Ba lon Sp ain rce a, |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
90 | ( 4) |
- | 0 | 86 | |
| , S.L |
Ba lon Sp ain rce a, |
- | 60 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
3 | 0 | - | 0 | 3 | |
| lie 'Ar den Pa Eo n D rc nes |
Elb euf Fra nce , |
- | 100 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
1 | ( 119 ) |
- | ( 3) |
( 12 1) |
|
| C.E . A s-L e T l, SA S yss ene rue Par c E oli du Clo s B ille ata en |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
d. pro Wi nd ene |
150 | ( 6) |
- | ( 12) |
132 | |
| , SA S |
Elb euf Fra nce , |
- | 100 .00 % |
Ca bin et E xco |
rgy d. pro Wi nd ene |
37 | ( 894 ) |
- | ( 39 8) |
( 1, 254 ) |
|
| C.E . B oir SA S eau rev , |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
rgy d. pro Wi nd |
50 | 17 | - | ( 4) |
63 | |
| lie e d SA Eo Bo RL nn es cag es, |
Elb euf Fra nce , |
- | 100 .00 % |
aud ite d Un |
ene rgy d. pro Wi nd |
1 | ( 23 ) |
- | ( 3) |
( 26 ) |
|
| C.E . C ala nh el L ohu SA S ec, |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
ene rgy d. pro Wi nd |
80 | ( 8) |
- | ( 6) |
66 | |
| Eo lie e d e C alle evi lle SA S nn ng , |
Elb euf Fra nce , |
- | 100 .00 % |
Ca bin et E xco |
ene rgy d. pro |
37 | ( 17) |
- | ( 6) |
14 |
| Th ds of Eu ou san ros |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ne t p |
rof it |
||||||||||
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
|||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
|
| Wi nd ene rgy |
|||||||||||
| CE Ca -Po de Sal SA S net nt ars , |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
d. pro |
125 | ( 28 0) |
- | ( 50 ) |
( 20 5) |
|
| lie n d s C ham Pa Eo Lo rc es ng ps, |
Wi nd ene rgy |
||||||||||
| SA RL |
Elb euf Fra nce , |
- | 100 .00 % |
Un aud ite d |
d. pro |
1 | ( 60 ) |
- | ( 6) |
( 66 ) |
|
| le Ser vic SA Eo RL |
Elb euf Fra nce |
100 .00 % |
aud ite d Un |
Wi nd ene rgy d. |
10 | 25 | 4 | 40 | |||
| e, | , | - | pro Wi nd ene rgy |
- | |||||||
| le 7 lop Eo 6 D SA RL ent eve pem , |
Elb euf Fra nce , |
- | 100 .00 % |
aud ite d Un |
d. pro |
50 | ( 34 ) |
- | ( 156 ) |
( 140 ) |
|
| Wi nd ene rgy |
|||||||||||
| Eo lie e D 'Et alo nd SA RL nn es, |
Elb euf Fra nce , |
- | 100 .00 % |
Un aud ite d |
d. pro |
1 | ( 22 ) |
- | ( 4) |
( 25 ) |
|
| Jea n-Y ves |
Wi nd ene rgy |
||||||||||
| Le G oll SA S ot |
Ca rha ix, Fr anc e |
- | 100 .00 % |
Mo ris set |
d. pro |
37 | ( 82) |
- | ( 40 4) |
( 44 9) |
|
| Wi nd ene rgy |
|||||||||||
| CE Gu elt l-P ivy SA S No ont as ya , |
ris Pa Fra nce , |
- | 100 .00 % |
MG KP |
d. pro |
2, 26 1 |
84 3 |
- | 20 5 |
3, 30 9 |
|
| Wi nd ene rgy |
|||||||||||
| Pa Eo lie n d e L a H SA S etr rc oy e, |
Elb euf Fra nce , |
- | 100 .00 % |
Ca bin et E xco |
d. pro |
37 | ( 18) |
- | ( 5) |
14 | |
| Ho lly ll I Li mi ted est nts we nv me , |
Wi nd ene rgy |
||||||||||
| SA RL |
Lu bo xem urg |
- | 100 .00 % |
Un aud ite d |
d. pro |
13 | ( 34 1) |
- | ( 55 1) |
( 880 ) |
|
| Jea n-Y ves |
Wi nd ene rgy |
||||||||||
| Ke fou ler SA S ran |
Ca rha ix, Fr anc e |
- | 100 .00 % |
Mo ris set |
d. pro |
37 | ( 15) |
- | ( 22 2) |
( 199 ) |
|
| Wi nd ene rgy |
|||||||||||
| SO CP S.A E L e M .R. L ee |
ulo To Fra use nce |
- | 49 .00 % |
MG KP |
d. pro |
1 | 0 | - | ( 34 ) |
( 33 ) |
|
| Par c E oli Le s B les D 'Or en |
, | Wi nd ene rgy |
|||||||||
| S.A .R. L. |
ulo To Fra use nce |
- | 100 .00 % |
aud ite d Un |
d. pro |
1 | ( 7) |
- | ( 63 ) |
( 69 ) |
|
| , | Wi nd ene rgy |
||||||||||
| C.E . L Vi ell SA S es es, |
Pa ris Fra nce |
- | 100 .00 % |
KP MG |
d. pro |
50 0 |
( 26 3) |
- | ( 4) |
23 3 |
|
| oli de nch evi lle Par c E Ma en |
, | Wi nd ene rgy |
|||||||||
| , SA RL |
Elb euf Fra nce |
- | 100 .00 % |
Un aud ite d |
d. pro |
1 | ( 34 ) |
- | ( 3) |
( 35 ) |
|
| , | Wi nd ene rgy |
||||||||||
| le F lou e 1 SA S Eo r M utu ont |
Elb euf Fra nce |
- | 100 .00 % |
Ca bin et E xco |
d. pro |
37 | ( 47 ) |
- | ( 88) |
( 97 ) |
|
| , | , | Wi nd ene rgy |
|||||||||
| ali Ne o G SA S a , |
ris Pa Fra nce |
- | 100 .00 % |
KP MG |
d. pro |
7, 03 7 |
0 | - | ( 1, 42 7) |
5, 610 |
|
| , | Wi nd ene rgy |
||||||||||
| C.E . P SA S ata y, |
Pa ris Fra nce |
- | 100 .00 % |
KP MG |
d. pro |
1, 640 |
92 | - | 54 7 |
2, 27 9 |
|
| , | Wi nd ene |
||||||||||
| Pa Eo lie n d Bo SA RL rc es es, |
Elb euf Fra nce |
100 .00 % |
Un aud ite d |
rgy d. |
1 | ( 157 ) |
( 4) |
( 160 ) |
|||
| cag | , | - | pro Wi nd ene |
- | |||||||
| SO CP etit iec e S .A. E P e P R.L |
ulo To Fra |
49 .00 % |
MG KP |
rgy d. |
1 | 0 | ( 4) |
( 3) |
|||
| SO CP E P iec de Vi |
use nce , |
- | pro Wi nd |
- | |||||||
| es gn e S.A .R. L. |
ulo To Fra |
100 .00 % |
aud ite d Un |
ene rgy d. |
1 | ||||||
| use nce , |
- | Jea n-Y |
pro Wi nd |
( 6) |
- | ( 5) |
( 10) |
||||
| Plo ien Br eiz SA S |
Ca rha Fr |
100 .00 |
ves ris |
ene rgy d. |
40 | 78 | 44 | ||||
| uv | ix, anc e |
- | % | Mo set |
pro | ( 5) |
- | ( 6) |
( 1, 19 1) |
| ire % Ind ct int st ere |
Au dit or |
Th ds of Eu ou san ros |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
Ac tiv ity |
Ne rof it t p |
||||||||
| Di % t rec int st ere |
Sh are ita l cap |
Re ser ves |
Ex tra or. pr ofi t |
To tal |
Eq uit y |
||||||
| CE Po d´Y SA S nt eu, |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
Wi nd ene rgy d. pro |
20 0 |
( 142 ) |
- | ( 4) |
54 | |
| C.E . P vil le, S.A .S rou |
Par is, Fra nce |
- | 100 .00 % |
KP MG |
Wi nd ene rgy d. pro |
38 | ( 4) |
- | 5 | 39 | |
| Éo ch éve l. lie Re D . et nn es |
ris Pa Fra nce , |
- | 100 .00 % |
MG KP |
Wi nd ene rgy d. pro |
75 0 |
53 6 |
- | ( 92 0) |
36 6 |
|
| Rid ide In s L im ite d, tm ent ges ves SA RL |
bo Lu xem urg |
- | 100 .00 % |
aud ite d Un |
Wi nd ene rgy d. pro |
13 | ( 20 0) |
- | ( 34 3) |
( 53 0) |
|
| Pa Eo lie n d e R SA RL rc om an, |
Elb euf Fra nce , |
- | 100 .00 % |
Un aud ite d |
Wi nd ene rgy d. pro Wi nd |
1 | ( 92 ) |
- | ( 3) |
( 94 ) |
|
| CE Sa int Al ban -H nal SA S ena , |
Pa ris Fra nce , |
- | 100 .00 % |
KP MG |
ene rgy d. pro Wi nd ene |
50 | 0 | - | ( 2) |
48 | |
| C.E . S ain abe SA S t B arn , |
ris Pa Fra nce , |
- | 100 .00 % |
MG KP |
rgy d. pro Wi nd ene rgy |
1, 600 |
( 22 6) |
- | 29 6 |
1, 670 |
|
| SO CP E S ain t Ja S.A .R. L. cqu es |
To ulo Fra use nce , |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
1 | ( 3) |
- | ( 44 ) |
( 46 ) |
|
| Eo lie e d e S SA RL nn aug ueu se, |
Elb euf Fra nce , |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
1 | ( 23 ) |
- | ( 2) |
( 24 ) |
|
| SO CP E S s S .A. R.L auv age on |
To ulo Fra use nce , |
- | 49 .00 % |
KP MG |
d. pro Wi nd ene rgy |
1 | ( 4) |
- | ( 16) |
( 18) |
|
| C.E . S S.A .S. egu r, |
ris Pa Fra nce , |
- | 100 .00 % |
MG KP |
d. pro Wi nd ene rgy |
1, 61 5 |
( 134 ) |
- | 177 | 1, 65 8 |
|
| 'ho Tru c L mm e |
ris Pa Fra nce , |
- | 100 .00 % |
KP MG |
d. pro Wi nd ene rgy |
38 | ( 3) |
- | ( 3) |
32 | |
| Pa Eo lie n d e V ari SA S rc mp re, |
Elb euf Fra nce , |
- | 100 .00 % |
Ca bin et E xco |
d. pro Wi nd ene rgy |
37 | ( 1, 133 ) |
- | ( 75 3) |
( 1, 849 ) |
|
| Pa Eo lie n d Va tin SA S rc es es, |
Elb euf Fra nce , |
- | 100 .00 % |
Ca bin et E xco |
d. pro Wi nd ene rgy |
37 | ( 1, 08 3) |
- | ( 670 ) |
( 1, 71 7) |
|
| Ch od ind rk SP .ZO .O. W Pa ow |
lan d Wa Po rsa w, |
- | 100 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
14 | ( 2) |
- | ( 16) |
( 3) |
|
| ind rk KI P W Pa I S P.Z O.O |
lan d Wa Po rsa w, |
- | 100 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
14 | ( 2) |
- | ( 13) |
( 1) |
|
| KI P W ind Pa rk II S P.Z O.O |
Wa Po lan d rsa w, |
- | 100 .00 % |
Un aud ite d |
d. pro |
22 | ( 8) |
- | 13 1 |
145 | |
| oli lsk a S .O. O. Ne Po P Z ca |
lan d Wa Po rsa w, |
- | 100 .00 % |
aud ite d Un |
ldi Ho ng Wi nd ene rgy |
139 | 1, 21 6 |
- | 53 | 1, 40 8 |
|
| Re lax W ind Pa rk I S P.Z O.O |
Wa Po lan d rsa w, |
- | 93 .29 % |
Un aud ite d |
d. pro Wi nd ene rgy |
31 2 |
( 183 ) |
- | ( 21 2) |
( 82) |
|
| Re lax W ind Pa rk II S p. zoo |
Wa rsa w |
- | 51 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
123 | ( 32 ) |
- | ( 21 ) |
70 | |
| Re lax W ind Pa rk III SP .ZO .O. |
Wa Po lan d rsa w, |
- | 100 .00 % |
Un aud ite d |
d. pro |
117 | ( 18) |
- | ( 16) |
84 |
| ire % Ind ct int st ere |
Th ds of Eu ou san ros |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
Di % t rec int st ere |
Au dit or |
Ac tiv ity |
Ne rof it t p |
||||||
| Sh are ita l cap |
Re ser ves |
Ex tra or. pr ofi t |
To tal |
Eq uit y |
|||||||
| Re lax W ind Pa rk IV Sp . zo o |
Wa Po lan d rsa w, |
- | 51 .00 % |
Un aud ite d |
Wi nd ene rgy d. pro |
109 | ( 35 ) |
- | ( 142 ) |
( 69 ) |
|
| Re lax W ind Pa rk V SP .ZO .O. |
Wa Po lan d rsa w, |
- | 100 .00 % |
Un aud ite d |
Wi nd ene rgy d. pro Wi nd ene |
142 | ( 21 ) |
- | ( 14) |
108 | |
| lax ind rk SP .ZO .O. Re W Pa VI |
lan d Wa Po rsa w, |
- | 100 .00 % |
aud ite d Un |
rgy d. pro Wi nd ene |
14 | ( 1) |
- | ( 18) |
( 6) |
|
| ind rk SK W Pa SP .ZO .O. |
lan d Wa Po rsa w, |
- | 100 .00 % |
aud ite d Un |
rgy d. pro Wi nd ene rgy |
14 | ( 2) |
- | ( 12) |
0 | |
| So ko low o W ind Pa rk SP .ZO .O. |
Wa Po lan d rsa w, |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
56 | ( 38 ) |
- | ( 11) |
7 | |
| Zu law Wi nd Pa rk I S P.Z O.O y En ltiu s-P rod o d e E ía era uça ner g |
Wa Po lan d rsa w, |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
14 | ( 4) |
- | ( 6) |
4 | |
| Elé ica S.A ctr , |
Lis bo l Po rtu n, ga |
- | 100 .00 % |
MG KP |
d. pro Wi nd ene rgy |
1, 50 5 |
2, 23 0 |
- | 1, 644 |
5, 37 9 |
|
| En a-N En ías S.A ern ov ov as erg , |
Lis bo Po l rtu n, ga Ar V ald cos eve z, |
- | 100 .00 % |
KP MG |
d. pro Wi nd ene rgy |
7, 50 0 |
35 344 , |
- | 20 75 4 , |
63 59 8 , |
|
| Eó lic a d e A lag S. A. oa, |
Po l rtu ga Vi la P de ou ca |
- | 59 .99 % |
KP MG |
d. pro |
50 | 1, 72 6 |
- | 35 3 |
2, 129 |
|
| Eó lic a d e M lo, Ld ont ene gre a |
Ag uia r, Po l rtu ga |
- | 50 .10 % |
KP MG |
Wi nd ene rgy d. pro Wi nd |
50 | 1, 397 |
- | ( 25 9) |
1, 188 |
|
| Eó lic a d a S a d Al tur err as as |
Po Po l rto rtu ga , |
- | 50 .10 % |
KP MG |
ene rgy d. pro |
50 | 78 2 |
- | ( 136 ) |
69 6 |
|
| ía E óli Le En te- van erg ca, Un ipe nal Ld rso a |
Po Po l rto rtu ga , |
- | 100 .00 % |
KP MG |
Wi nd ene rgy d. pro Wi nd ene rgy |
5 | 34 8 |
- | 95 5 |
1, 30 8 |
|
| lha diz ía e óli S. A. Ma En es- eg ca, |
l Po Po rto rtu ga , Lo ain -la uv |
- | 100 .00 % |
MG KP |
d. pro |
50 | 24 | - | 47 6 |
55 0 |
|
| Gr wi nd S.A een |
Ne uv e, Be lg ium |
- | 70 .00 % |
Un aud ite d |
Wi nd ene rgy d. pro |
24 99 6 , |
( 73 8) |
- | ( 51 0) |
23 74 8 , |
|
| Ta n B V rca |
Am rda ste m, Ho lla nd Bu cha |
- | 100 .00 % |
KP MG |
Ho ldi ng Wi nd |
20 | 106 | - | ( 75 8) |
( 63 3) |
|
| da Ce Po r S RL rna vo we |
t, res nia Ru ma Bu cha |
- | 85 .00 % |
aud ite d Un |
ene rgy d. pro Wi nd |
0 | ( 4) |
- | ( 54 6) |
( 55 0) |
|
| Re io Po r S RL vat no we |
t, res Ru nia ma |
- | 85 .00 % |
Un aud ite d |
ene rgy d. pro |
0 | ( 3) |
- | ( 40 9) |
( 41 2) |
|
| HO RI ZO N W IN D E NE RG Y, LL C |
Te US A xas |
100 00 % |
KP MG |
Ho ldi ng |
2, 75 1, 277 |
( 11, 57 8) |
- | ( 51 71 1) |
2, 687 98 8 |
||
| Wi nd Tu rbi Pro the LP ne me |
, Ca lifo rni US A |
, | 100 .00 % |
KP MG |
Wi nd ene |
( 40 8) |
( 3) |
, ( 1) |
, ( 41 2) |
||
| us, | a, | - | rgy | - |
| ire % Ind ct |
Th ds of Eu ou san ros |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ne rof it t p |
|||||||||||
| Di % t rec |
Sh are |
Re ser |
Ex tra or. |
||||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
|
| d. pro |
|||||||||||
| Di cki n C Wi nd Fa ty nso oun rm |
Wi nd ene rgy |
||||||||||
| C LL |
Mi ES A ta, nn eso |
- | 100 .00 % |
MG KP |
d. pro |
0 | 0 | - | ( 70 ) |
( 70 ) |
|
| Wi nd ene rgy |
|||||||||||
| rlin ind Da W Fa LL C ton g rm , |
Mi ES A ta, nn eso |
- | 100 .00 % |
KP MG |
d. pro |
0 | 0 | - | ( 5) |
( 5) |
|
| Wi nd ene rgy |
|||||||||||
| Clo ud Co Wi nd Fa ty un rm |
Ka US A nsa s, |
- | 100 .00 % |
KP MG |
d. pro |
23 5, 72 5 |
( 0) |
- | 79 | 23 5, 804 |
|
| Wh ite Wi nd rch asi Pu sto ne ng , |
Wi nd ene rgy |
||||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
KP MG |
d. pro |
0 | 0 | - | 10, 73 5 |
10, 73 5 |
|
| Wi nd ene rgy |
|||||||||||
| Blu e C Wi nd C r II LL any on po we |
Ok lah US A om a, |
- | 100 .00 % |
MG KP |
d. pro |
163 140 , |
1, 304 |
- | 4, 41 4 |
168 85 8 , |
|
| Blu e C Wi nd r V any on po we , |
Wi nd ene rgy |
||||||||||
| LL C |
Ok lah US A om a, |
- | 100 .00 % |
KP MG |
d. pro |
0 | 0 | - | ( 19) |
( 19) |
|
| Ho riz Wi nd En on erg y Int ati al |
Te US A |
100 .00 % |
KP MG |
Wi nd ene rgy d. |
08 9 |
98 | 89 | 27 6 |
|||
| ern on Pio rai rie ind r P W Fa I, nee rm |
xas , |
- | pro Wi nd ene |
4, | - | 4, | |||||
| LL C |
Iow US A a, |
- | 100 .00 % |
KP MG |
rgy d. pro |
39 6, 570 |
8, 96 1 |
- | 59 5 |
40 6, 126 |
|
| Wi nd ene rgy |
|||||||||||
| Sag ebr ush C Po r P LL art we ner s, |
shi US A Wa ton ng , |
- | 100 .00 % |
MG KP |
d. pro |
0 | 0 | - | ( 13) |
( 13) |
|
| Te loc t W ind Po r P art ase we ner s, |
Wi nd ene rgy |
||||||||||
| LL C |
Or US A ego n, |
- | 100 .00 % |
KP MG |
d. pro |
90 854 , |
1, 31 9 |
- | 3, 93 8 |
96 11 1 , |
|
| Wi nd ene rgy |
|||||||||||
| Hi h T rai l W ind Fa LL C g rm , |
Illi is, US A no |
- | 100 .00 % |
KP MG |
d. pro |
330 107 , |
( 165 ) |
- | 4, 29 2 |
334 234 , |
|
| Ch lat ind e B u W r I, oco ayo po we |
Wi nd ene rgy |
||||||||||
| LP | Te US A xas , |
- | 100 .00 % |
KP MG |
d. pro |
2, 47 1 |
0 | - | ( 17 1) |
2, 300 |
|
| Wi nd ene rgy |
|||||||||||
| rbl ive C Ma e R LL r, |
ork US A Ne w Y , |
- | 100 .00 % |
MG KP |
d. pro |
13, 41 7 |
( 1) |
- | ( ) 76 |
13, 340 |
|
| Wi nd ene rgy |
|||||||||||
| Ra il S litt p er |
Illi is, US A no |
- | 100 .00 % |
KP MG |
d. pro |
0 | 0 | - | ( 172 ) |
( 172 ) |
|
| Bla cks e W ind Fa LL C ton |
Illi US A |
100 .00 % |
KP MG |
Wi nd ene rgy d. |
0 | 0 | |||||
| rm , |
is, no |
- | pro Wi nd ene |
- | ( 3) |
( 3) |
|||||
| Ar ok Wi nd En LL C sto oo erg y |
Ma ine EU A |
- | 100 .00 % |
KP MG |
rgy d. pro |
904 | ( 4) |
- | ( 55 ) |
845 | |
| , | Wi nd ene rgy |
||||||||||
| ich ise ind C Jer o R W Fa LL rm |
ork US A Ne w Y , |
- | 100 .00 % |
MG KP |
d. pro |
1, 150 |
( 2) |
- | ( 23 ) |
1, 125 |
|
| Wi nd ene rgy |
|||||||||||
| Ma dis Wi nd r L LC on po we |
Ne w Y ork US A , |
- | 100 .00 % |
KP MG |
d. pro |
7, 59 1 |
31 | - | ( 183 ) |
7, 43 9 |
|
| Wi nd ene rgy |
|||||||||||
| Me ite W ind LL C squ , |
Te US A xas , |
- | 100 .00 % |
KP MG |
d. pro |
20 1, 193 |
1, 06 5 |
- | 5, 97 2 |
20 8, 23 1 |
|
| Wi nd ene rgy |
|||||||||||
| Ma rtin sda le W ind Fa LL C rm |
Co lor ado US A , |
- | 100 .00 % |
KP MG |
d. pro |
2, 29 7 |
( 0) |
- | ( 2) |
2, 29 5 |
| Th ds of Eu ou san ros |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ne rof it t p |
|||||||||||
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
|||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
|
| Wi nd ene rgy |
|||||||||||
| Po st O ak Wi nd LL C , |
Te US A xas , |
- | 100 .00 % |
KP MG |
d. pro |
25 0, 97 5 |
99 | - | 4, 93 2 |
25 6, 00 5 |
|
| Wi nd ene rgy |
|||||||||||
| BC M le R idg e W ind LL C ap |
Te US A xas , |
- | 100 .00 % |
KP MG |
d. pro |
34 9, 610 |
9, 72 1 |
- | ( 3, 162 ) |
35 6, 169 |
|
| Wi nd ene rgy |
|||||||||||
| Hi h P rai rie ind C W Fa II, LL g rm |
Mi A EU ta, nn eso |
- | 100 .00 % |
MG KP |
d. pro |
91 304 , |
8 76 |
- | 79 3 |
92 865 , |
|
| Ar lin W ind Po r P roj ton ect g we |
Wi nd ene rgy |
||||||||||
| LL C |
Or US A ego n, |
- | 100 .00 % |
KP MG |
d. pro |
133 78 7 , |
( 5) |
- | 28 9 |
134 07 1 , |
|
| Sig nal Hi ll W ind Po r P roj ect we |
Wi nd ene rgy |
||||||||||
| LL C |
Co lor ado US A , |
- | 100 .00 % |
KP MG |
d. pro |
( 17) |
( 0) |
- | ( 2) |
( 19) |
|
| mb lew eed ind Tu W Po we r |
Wi nd ene rgy |
||||||||||
| Pro jec t L LC |
Co lor ado US A , |
- | 100 .00 % |
KP MG |
d. pro |
( 1) |
( 1) |
- | ( 1) |
( 4) |
|
| Wi nd ene rgy |
|||||||||||
| Ol d T rai l W ind C Fa LL rm , |
Illi is, US A no |
- | 100 .00 % |
MG KP |
d. pro |
20 8, 79 9 |
3, 107 |
- | ( 2, 889 ) |
20 01 9, 7 |
|
| Vi o G de Wi nd Po ent ran we r |
Wi nd ene rgy |
||||||||||
| Pro jec t L LC |
Co lor ado US A , |
- | 100 .00 % |
KP MG |
d. pro |
61 9 |
0 | - | ( 68 ) |
55 0 |
|
| Wi nd ene rgy |
|||||||||||
| OP Q Pro LL C ty per |
Illi is, US A no |
- | 100 .00 % |
KP MG |
d. pro |
13 | 11 | - | 10 | 33 | |
| Wi nd ene rgy |
|||||||||||
| Me ado w L ake W ind Fa LL C rm , |
Ind ian EU A a, |
- | 100 .00 % |
KP MG |
d. pro |
0 | 0 | - | ( 22 0) |
( 22 0) |
|
| Wh fie ld Wi nd Po r P roj eat ect we , |
Wi nd ene rgy |
||||||||||
| C LL |
Or US A ego n, |
- | 100 .00 % |
MG KP |
d. pro |
0 | 0 | - | 67 | 67 | |
| Wi nd ene rgy |
|||||||||||
| 00 7 V o I LL C ent |
Te US A xas , |
- | 100 .00 % |
KP MG |
d. pro |
95 9, 98 2 |
( 23 2) |
- | 1, 48 8 |
96 1, 237 |
|
| Wi nd ene rgy |
|||||||||||
| 00 7 V o I I ent |
Te US A xas |
- | 100 .00 % |
KP MG |
d. pro |
64 1, 93 1 |
( 0) |
- | ( 65 3) |
64 1, 27 8 |
|
| , | Wi nd ene rgy |
||||||||||
| 00 8 V o I II ent |
Te US A xas |
- | 100 .00 % |
KP MG |
d. pro |
76 6, 08 2 |
0 | - | 0 | 76 6, 08 2 |
|
| , | Wi nd ene rgy |
||||||||||
| riz Wi nd LC Ho Ve I L ntu on res |
US A Te xas |
100 .00 % |
MG KP |
d. | 58 1, 96 0 |
11, 60 8 |
10, 41 8 |
60 3, 98 5 |
|||
| , | - | pro Wi nd ene |
- | ||||||||
| riz Wi nd Ho Ve II, LL C ntu on res |
Te US A xas |
100 .00 % |
KP MG |
rgy d. |
64 1, 93 1 |
25 3 |
7, 26 2 |
64 9, 44 6 |
|||
| , | - | pro Wi nd |
- | ||||||||
| Ho riz Wi nd Ve III LL C |
Te US A |
100 .00 % |
KP MG |
ene rgy d. |
76 08 2 |
0 | 0 | 76 08 2 |
|||
| ntu on res , |
xas , |
- | pro | 6, | - | 6, | |||||
| Wi nd ene rgy |
|||||||||||
| Cli n C Wi nd Fa LL C nto ty oun rm , |
Ne w Y ork US A , |
- | 100 .00 % |
KP MG |
d. pro |
10, 78 5 |
( 5) |
- | 0 | 10, 78 0 |
|
| Wi nd ene rgy |
|||||||||||
| BC 2 M le R idg old ing LC e H s L ap |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Wi nd ene rgy |
|||||||||||
| Clo ud ind oje W W Pr LL C est ct, |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Wi nd ene rgy |
|||||||||||
| Fiv e-S LL C t, po |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Eu ros |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ne t p |
rof it |
|||||||||
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
| Ho riz Wi nd Ch lat e B u I on oco ayo |
Wi nd ene rgy |
|||||||||
| LL C |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| , | Wi nd ene rgy |
|||||||||
| Al aba Le dg e W ind Fa LL C ma rm |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| , | ||||||||||
| tel idg ind An e R e W Po op we r |
Wi nd ene rgy |
|||||||||
| Pro jec t L LC |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Ar kw rig ht Su it W ind Fa mm rm |
Wi nd ene rgy |
|||||||||
| C LL |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| As hfo rd Wi nd Fa LL C rm |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| At hen a-W Wi nd Po est on we r |
Wi nd ene rgy |
|||||||||
| Pro jec t L LC |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Bla ck Pra irie W ind Fa LL C rm |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Bla cks ind C e W Fa II LL ton rm |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Bla cks ind e W Fa III LL C ton rm |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Bla cks e W ind Fa IV LL C ton rm |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Bla cks e W ind Fa V LL C |
Te US A |
100 .00 |
Un aud ite d |
Wi nd ene rgy d. |
||||||
| ton rm Blu e C Wi nd r II I |
xas , |
- | % | pro Wi nd |
- | - | - | - | - | |
| any on po we C LL |
US A Te |
100 .00 % |
aud ite d Un |
ene rgy d. |
||||||
| Blu e C Wi nd r IV |
xas , |
- | pro Wi nd |
- | - | - | - | - | ||
| any on po we LL C |
Te US A |
100 .00 % |
Un aud ite d |
ene rgy d. |
||||||
| Blu e C Wi nd r V I on we |
xas , |
- | pro Wi nd ene |
- | - | - | - | - | ||
| any po LL C |
Te US A xas |
100 .00 % |
Un aud ite d |
rgy d. |
- | |||||
| , | - | pro Wi nd ene |
- | - | - | - | ||||
| Br oad lan ds Wi nd Fa II LL C rm |
Te US A xas |
100 .00 % |
Un aud ite d |
rgy d. |
- | |||||
| , | - | pro Wi nd ene |
- | - | - | - | ||||
| oad lan ds Wi nd C Br Fa III LL rm |
US A Te xas |
100 .00 % |
aud ite d Un |
rgy d. |
- | |||||
| , | - | pro Wi nd ene |
- | - | - | - | ||||
| oad lan ds Wi nd Br Fa LL C rm |
Te US A xas |
100 .00 % |
aud ite d Un |
rgy d. |
- | |||||
| Ch Riv Wi nd Fa ate aug ay er rm |
, | - | pro Wi nd ene rgy |
- | - | - | - | |||
| LL C |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| , | Wi nd ene rgy |
|||||||||
| Cr Ri dg e W ind Fa LL C op sey rm |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| , | ||||||||||
| ing ail ind Cr Tr s W Po oss we r , |
Wi nd ene rgy |
|||||||||
| Pro jec t L LC |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Th ds of Eu ou san ros |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Ne rof it t p |
|||||||||||
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
|||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
|
| Wi nd ene rgy |
|||||||||||
| Da iry Hi lls Wi nd Fa LL C rm |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| Wi nd ene rgy |
|||||||||||
| Di d P Pa LL C rtn am on ow er ers |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| Ea st C lick ita t W ind Po we r |
Wi nd ene rgy |
||||||||||
| jec LC Pro t L |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Wi nd ene rgy |
|||||||||||
| rd Wi nd Fo Fa LL C rm |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Wi nd ene rgy |
|||||||||||
| Fre rt W ind r I, LP epo po we |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| Gu lf C ind t W oas po we r |
Wi nd ene rgy |
||||||||||
| Ma Co LL C ent nag em mp any |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| , | , | Wi nd ene rgy |
|||||||||
| Ho ad Wi nd Fa LL C ste me rm |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| Ho riz Wi nd En No rth st on erg we y |
Wi nd ene rgy |
||||||||||
| LC VI I L |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Ho riz Wi nd En No rth st on erg y we |
Wi nd ene rgy |
||||||||||
| X L LC |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Ho riz Wi nd En No rth st on erg y we |
Wi nd ene rgy |
||||||||||
| XI LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| riz Wi nd nh and le Ho En Pa on erg y |
Wi nd ene rgy |
||||||||||
| I L LC |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| riz Wi nd uth Ho En So st on erg y we |
Wi nd ene rgy |
||||||||||
| I L LC |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| Ho riz Wi nd En So uth st on erg y we |
Wi nd ene rgy |
||||||||||
| LC II L |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - | |
| Ho riz Wi nd En So uth st on we |
Wi nd ene |
||||||||||
| erg y III LL C |
Te US A xas |
- | 100 .00 % |
aud ite d Un |
rgy d. pro |
- | - | - | - | - | |
| , | |||||||||||
| Ho riz Wi nd En So uth st on erg y we |
Wi nd ene rgy |
||||||||||
| IV LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| riz Wi nd lle Ho En Va I on erg y y |
Wi nd ene rgy |
||||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| riz Wi nd EC Ho MR Io |
Wi nd |
||||||||||
| on wa Pa LL C rtn |
Te US A |
100 .00 % |
Un aud ite d |
ene rgy d. |
|||||||
| ers | xas , |
- | pro | - | - | - | - | - | |||
| riz Wi nd Ho Fre rt on epo , |
Wi nd ene rgy |
||||||||||
| Wi nd r I LL C po we |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - | |
| Jun ipe r W ind Po r P art we ner s, |
Wi nd ene rgy |
||||||||||
| C LL |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Th ds of Eu ou san ros |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ne rof it t p |
||||||||||
| Di % t rec |
ire % Ind ct |
Sh are |
Re ser |
Ex tra or. |
||||||
| Gr nie ou p c om pa s |
Re ist d o ffic g ere es |
int st ere |
int st ere |
Au dit or |
Ac tiv ity |
ita l cap |
ves | pr ofi t |
To tal |
Eq uit y |
| Le xin Ch a W ind Fa ton g eno rm |
Wi nd ene rgy |
|||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Ma chi Wi nd Fa LL C as rm |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Me ado w L ake W ind Fa II rm |
Wi nd ene rgy |
|||||||||
| C LL |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| rai l W ind Ne w T Fa LL C rm |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| No rth S. L.o Wi nd Fa LL C pe rm |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| , | Wi nd ene rgy |
|||||||||
| Nu mb Ni Wi nd Fa LL C er ne rm |
Te US A xas |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Pa cif ic So uth st W ind Fa we rm |
, | Wi nd ene |
||||||||
| C LL |
US A Te xas |
100 .00 % |
aud ite d Un |
rgy d. |
- | |||||
| Pio r P rai rie W ind Fa II nee rm |
, | - | pro Wi nd ene |
- | - | - | - | |||
| LL C |
Te US A |
100 .00 % |
Un aud ite d |
rgy d. |
||||||
| xas , |
- | pro Wi nd |
- | - | - | - | - | |||
| Rim Ro ck Po r P s L LC |
Te US A |
100 .00 % |
Un aud ite d |
ene rgy d. |
||||||
| art we ner |
xas , |
- | pro | - | - | - | - | - | ||
| Sad dle bac k W ind roj Po r P ect we |
Wi nd ene rgy |
|||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Sar din ia W ind LC r L po we |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| rtle eek ind Tu Cr W Fa LL C rm |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| il W ind oje We Tra Pr ct I ste rn |
Wi nd ene rgy |
|||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Wh istl ing ind W W I E ner gy |
Wi nd ene rgy |
|||||||||
| Ce LL C nte r, |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Sim idg ind C n R e W Fa LL pso rm |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Co Cu W ind Po r P roj ect os rry we |
Wi nd ene rgy |
|||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Ho riz Wi nd En Mi dw est on erg y |
Wi nd ene rgy |
|||||||||
| IX LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| riz Wi nd rth Ho En No st on erg y we |
Wi nd ene rgy |
|||||||||
| I L LC |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Ho riz Wi nd En No rth st on erg we y |
Wi nd ene rgy |
|||||||||
| C XV LL |
US A Te xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Wi nd ene rgy |
||||||||||
| Pe Po r P s L LC ter art son we ner |
Te US A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro |
- | - | - | - | - |
| Pio r P rai rie In tio ter nee con nec n |
Wi nd ene rgy |
|||||||||
| LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| Th ds of Eu ou san ros |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Re ist d o ffic g ere es |
Di % t rec int st ere |
ire % Ind ct int st ere |
Au dit or |
Ac tiv ity |
||||||
| Gr nie ou p c om pa s |
Sh are ita l cap |
Re ser ves |
Ex tra or. pr ofi t |
To tal |
Eq uit y |
|||||
| Th e N ook W ind Po r P roj ect we LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
Wi nd ene rgy d. pro Wi nd ene rgy |
- | - | - | - | - |
| Tu Hi ll W ind r L LC g po we Wh isk Rid Po r P art ey ge we ner s |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
- | - | - | - | - |
| LL C Wi lso n C k P Pa rtn ree ow er ers |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro Wi nd ene rgy |
- | - | - | - | - |
| C LL WT P M Co ent ana gem mp any |
US Te A xas , |
- | 100 .00 % |
aud ite d Un |
d. pro Wi nd ene rgy |
- | - | - | - | - |
| LL C |
Te US A xas , |
- | 100 .00 % |
Un aud ite d |
d. pro |
- | - | - | - | - |
| ÁV ED P R EN OV EI S B RA SIL |
São Pa ulo Br azi l , |
55 .00 % |
- | Un aud ite d |
Ho ldi ng |
- | - | - | ( 61) |
( 61) |
| of Th ds Eu ou san ros |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Ne t p |
rof it |
|||||||||
| Jo int ly- lle d c nie tro con om pa s |
ist Re d g ere off ice s |
dir % ect int st ere |
ire % Ind ct int st ere |
Au dit or |
Ac tiv ity |
Sh are ita l cap |
Re ser ves |
Ex ord tra . pr ofi t |
To tal |
Eq uit y |
| Fla ock ind LC t R W r L po we |
Wi nd ene rgy |
|||||||||
| Ne w Y ork US A , |
- | 50 .00 % |
E& Y |
d. pro |
377 58 1 , |
( 31 118 ) , |
- | 5, 06 1 |
35 1, 524 |
|
| Fla ock ind t R W r II LL C po we |
Ne w Y ork US A , |
- | 50 .00 % |
E& Y |
Wi nd ene rgy d. pro |
149 06 0 , |
( 13, 155 ) |
- | 2, 96 8 |
138 874 , |
| Co añí a E óli Ar mp ca ago nes a, S.A |
Sp ain Za rag oza , |
- | 50 .00 % |
loi De tte |
Wi nd ene rgy d. pro |
70 1 6, |
28 20 1 , |
- | 14, 234 |
49 136 , |
| De rol los En eti Ca ios sar erg cos nar S.A |
La s P alm Sp ain as, |
- | 39 .92 % |
KP MG |
Wi nd ene rgy d. pro |
15 | ( 25 ) |
- | 0 | ( 10) |
| olu ció n 2 00 0, S.L Ev |
Alb Sp ain te, ace |
- | 39 .32 % |
KP MG |
Wi nd ene rgy d. pro |
118 | 8, 28 1 |
- | 4, 06 6 |
12, 46 5 |
| edi bie l, Ho M S.A rta nta oam |
Ma dri d, Sp ain |
- | 40 .00 % |
Un aud ite d |
Wa ste ent ma nag em |
60 | ( 173 ) |
- | ( 0) |
( 113 ) |
| Ibe l E . S ola r Ib éri rso ca |
So lar en erg y |
|||||||||
| Mu rci l-1 So lar Té ica aso rm |
Al ría Sp ain me , |
- | 40 .00 % |
MG KP |
d. pro |
65 | 0 | - | 0 | 65 |
| Al ría Sp ain me , |
- | 40 .00 % |
MG KP |
So lar en erg y d. pro |
3 | 0 | - | 0 | 3 | |
| Te bar Eó lic S.A a, |
Cu Sp ain enc a, |
- | 40 .00 % |
Au dit S.L , |
Wi nd ene rgy d. pro |
4, 72 0 |
1, 69 5 |
- | 3, 657 |
10, 07 2 |
| Au dit or |
Ac tiv ity |
of Th ds Eu ou san ros |
||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| As iat soc es |
ist ffic Re d o g ere es |
% dir ect int st ere |
% ind ire ct int st ere |
Ne rof it t p |
||||||
| Sh are ita l cap |
Re ser v es |
Ex tra or. ofi t pr |
To ta |
uit Eq |
||||||
| Bio de l P irin S. A. ma sas eo, Cu ltiv En éti de Ca stil la, os erg cos |
Sp ain Hu esc a, |
- | 24 .00 |
aud ite d Un |
Bio -m ass |
45 5 |
( 48 ) |
- | ( 169 ) |
23 8 |
| S.A De rol los Eó lic de Ca ias sar os nar , |
ain Bu Sp rgo s, |
- | 24 .00 |
aud ite d Un |
Bio -m ass Wi nd ene rgy |
300 | ( 23 8) |
- | 19 1 |
25 2 |
| S.A | La s P alm Sp ain as, |
- | 35 .80 |
KP MG |
d. pro Mi ni hy dro ele ic ctr |
4, 29 1 |
3, 83 3 |
- | 1, 38 8 |
9, 51 2 |
| Hi dro S. A. ast ur, |
Ov ied Sp ain o, |
- | 20 .00 |
Ce nti um |
od ene rgy pr Wi nd ene rgy |
4, 80 8 |
3, 27 5 |
- | 367 | 8, 44 9 |
| Na En ía, S.L tur neo erg |
Bil bao Sp ain , |
- | 49 .01 |
Un aud ite d |
d. pro Wi nd ene rgy |
3 | 0 | - | ( 1) |
2 |
| Pa e E óli Be lm S.A ont rqu co e, Pa e E óli Sie de l rqu co rra |
Ma dri d, Sp ain |
- | 23 .92 |
KP MG |
d. pro Wi nd ene rgy |
120 | 2, 41 3 |
- | 2, 54 1 |
5, 07 5 |
| der S.A Ma o, Par e E óli Al de l V olt tos qu co oy a, |
So ria Sp ain , |
- | 33 .60 |
st& Ern Yo un g |
d. pro Wi nd ene rgy |
194 7, |
1, 812 |
- | 3, 98 0 |
12, 98 6 |
| S.A | Ma dri d, Sp ain |
- | 24 .80 |
KP MG |
d. pro Wi nd ene rgy |
6, 44 5 |
3, 00 9 |
- | 2, 45 1 |
11, 90 5 |
| So dec S.L oan , |
Sev ille Sp ain , |
- | 40 .00 |
Un aud ite d |
d. pro |
6 | ( 9) |
- | - | ( 3) |
| So lar Si lo XX I, S.A g |
Ciu dad al, Re Sp ain |
- | 20 .00 |
Un aud ite d |
Wi nd ene rgy d. pro |
80 | ( 11) |
- | ( 7) |
62 |
| ÉO EN EO P - LIC AS DE PO RT UG AL S.A , |
Lis bo Po l rtu n, ga |
- | 19. 60 |
Ma zar s |
Wi nd ene rgy d. pro |
5, 00 0 |
28 347 , |
- | ( 25 8) |
33 08 9 , |
| Name of the Board member | Name of the company | Position | ||
|---|---|---|---|---|
| Antonio Luís Guerra Nunes Mexía | EDP Energías de Portugal, S.A. | Chairman of the Board of Directors | ||
| Energías do Brasil, S.A. | Chairman of the Board of Directors | |||
| EDP Energías de Portugal, S.A. Sucursal en España |
Representative | |||
| EDP Finance, B.V. | Representative | |||
| Ana María Machado Fernandes | EDP Energías de Portugal, S.A. | Member of the Board of Directors | ||
| Energías do Brasil, S.A. | Member of the Board of Directors | |||
| Nuevas Energías de Occidente, S.L. | Chairman of the Board of Directors | |||
| Horizon Wind Energy, LLC | Member of the Board of Directors | |||
| EDP Energías de Portugal, S.A. Sucursal en España |
Representative | |||
| Hidroeléctrica del Cantábrico, S.A. | Member of the Board of Directors | |||
| ENEOP – Eólicas de Portugal, S.A. |
Chairman of the Board of Directors | |||
| Antonio Fernando Melo Martins da Costa | EDP Energías de Portugal, S.A. | Member of the Board of Directors | ||
| Horizon Wind Energy, LLC | Chairman of the Board of Directors | |||
| EDP Internacional, S.A. | President | |||
| EDP Energías de Portugal, S.A. Sucursal en España |
Representative | |||
| EDP Asia Invest e Consultoria Lda | President | |||
| EDP Finance, B.V. | Representative | |||
| EDP Soluçoes Comerciais, S.A. | President | |||
| Nuno María Pestana de Almeida Alves | Balwerk – Consultadoria Económica e Participaçoes, S.U. Lda. |
Managing Director | ||
| Electricidade de Portugal Finance Company Ireland, Lt. |
Director | |||
| EDP – Energias de Portugal, S.A. | Member of the Board of Directors and Chief Financial Officer |
|||
| EDP Energías de Portugal, S.A. Sucursal en España |
Representative | |||
| EDP Energias do Brasil, S.A. | Member of the Board of Directors | |||
| EDP Imobiliária e Participaçoes, S.A. | Chairman of the Board of Directors | |||
| Sávida Medicina Apoiada, S.A. | Chairman of the Board of Directors | |||
| SCS Servicios Complementares de Saúde, S.A. |
Chairman of the Board of Directors | |||
| EDP Valor – Gestao Integrada de Serviços, S.A. |
Chairman of the Board of Directors | |||
| Energia RE, S.A. | Chairman of the Board of Directors |
| Name of the Board member | Name of the company | Position | |||
|---|---|---|---|---|---|
| EDP Finance, B.V. | Representative | ||||
| Hidroeléctrica del Cantábrico, S.A. | Member of the Board of Directors | ||||
| Horizon Wind Energy, LLC | Member of the Board of Directors | ||||
| EDP Estudos e Consultoria, S.A. | Chairman of the Board of Directors | ||||
| João Manuel Manso Neto | Naturgas Energía Grupo, S.A* | ViceChairman of the Board of Directors |
|||
| Eléctrica de la Ribera del Ebro, S.A.* | Chairman of the Board of Directors | ||||
| HidroCantábrico Energía, S.A.U.* | Chairman of the Board of Directors | ||||
| HidroCantábrico Gestión de Energía, S.A.U.* | Board of Directors Sole member | ||||
| EDP Energías de Portugal, S.A. | Member of the Board of Directors | ||||
| EDP Gestao da Produçaco de Energía, S.A. | Chairman of the Board of Directors | ||||
| EDP Gás S.G.P.S., S.A. | Chairman of the Board of Directors | ||||
| EDP Gás II S.G.P.S., S.A. | Chairman of the Board of Directors | ||||
| EDP Gás III S.G.P.S., S.A. | Chairman of the Board of Directors | ||||
| EDP Investimentos S.G.P.S., S.A. | Chairman of the Board of Directors | ||||
| EDP Finance, B.V. | Representative | ||||
| Hidroeléctrica del Cantábrico, S.A. | Chief Executive Officer and ViceChairman of the Board of Directors |
||||
| EDP Energías de Portugal, S.A. Sucursal en España |
Representative | ||||
| EDP Energia Iberica, S.A. | Member of the Board of Directors | ||||
| EDP Gás.Com Comércio de Gas Natural, S.A. |
Member of the Board of Directors | ||||
| Empresa Hidroelectrica do Guadiana, S.A. | Chairman of the Board of Directors | ||||
| Manuel Menéndez Menéndez | Naturgas Energía Grupo, S.A.* | Chairman of the Board of Directors | |||
| Nuevas Energías de Occidente, S.L.* | Member of the Board of Directors | ||||
| Hidroeléctrica del Cantábrico, S.A. | Chairman of the Board of Directors | ||||
| Enagas, S.A. | Representative of an entity in the Board of Directors |
||||
| João José Belard da Fonseca Lopes Raimundo | Fomentinvest, SGPS, S.A. | Member of the Board of Directors | |||
| Daniel M. Kammen | Enphase Energy | Technology Advisor | |||
| Miasole, Inc. | Advisory Board | ||||
| Greenwala | Technology Advisor | ||||
| Wilder Shares | Advisory Board |
Appendix II Page 3 of 3
| Name of the Board member | Name of the company | Nº Shares |
|---|---|---|
| Antonio Luís Guerra Nunes Mexía | EDP Energías de Portugal, S.A. | 1,000 |
| EDP Renovaveis, S.A. | 4,200 | |
| Antonio Fernando Melo Martins da Costa | EDP Energías de Portugal, S.A. | 13,299 |
| EDP Renovaveis, S.A. | 1,480 | |
| EDP Energias do Brasil, S.A. | 11 | |
| João Manuel Manso Neto | EDP Energías de Portugal, S.A. | 1,268 |
| João José Belard da Fonseca Lopes Raimundo | REN Redes Energéticas Nacionais, SGPS, S.A. | 780 |
| EDP Renovaveis, S.A. | 840 | |
| Nuno María Pestana de Almeida Alves | EDP Energías de Portugal, S.A. | 50,000 |
| EDP Renovaveis, S.A. | 5,000 | |
| Daniel M. Kammen | Renewable Funding LLC. | 227,000 |
| Jorge Manuel Azevedo Henriques dos Santos | EDP Energías de Portugal, S.A. | 2,379 |
| EDP Renovaveis, S.A. | 200 | |
| João Manuel de Mello Franco | EDP Energías de Portugal, S.A. | 4,550 |
| EDP Renovaveis, S.A. | 380 | |
| REN - Redes Energéticas Nacionais, SGPS, S.A. | 980 | |
| Ana Maria Machado Fernandes | EDP Renovaveis, S.A. | 1,510 |
| Francisco Jose Queiroz de Barros de Lacerda | EDP Renovaveis, S.A. | 620 |
| Jose Silva Lopes | EDP Renovaveis, S.A. | 760 |
| Jose Fernando Maia de Arujo e Silva | EDP Renovaveis, S.A. | 80 |


EDP Renováveis, S.A.
Management Report
December 2009
EDP Renováveis Group – 2009 Management Report 1 / 60
| 0. | INTRODUCTION 4 |
|---|---|
| 1. | MAIN EVENTS OF THE PERIOD 4 |
| 2. | PERFORMANCE OF 2009 9 |
| 3. | REGULATORY ENVIRONMENT 14 |
| 4. | KEY RISKS AND UNCERTAINTIES 23 |
| 5. | FINANCIAL HEDGING DERIVATIVE INSTRUMENTS 31 |
| 6. | TREASURY STOCK (OWN SHARES) 33 |
| 7. | ENVIRONMENT 33 |
| 8. | HUMAN CAPITAL 42 |
| 9. | RESEARCH AND DEVELOPMENT (R&D)48 |
| 10. | RELEVANT EVENTS AFTER CLOSING OF THE PERIOD 48 |
| 11. | CORPORATE GOVERNANCE OVERVIEW 50 |
This report has been prepared by EDP Renováveis, S.A. (the "Company") to support the presentation of 2009 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.
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 cannot 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 2009 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.
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 (Nuevas Energias do Ocidente S.L.), EDPR North America (Horizon Wind Energy, LLC) and EDPR South America (EDP Renováveis Brasil). This management report will focus on financials and 2009 activity of "EDPR Holding" as well as its subsidiaries in each of the supramentioned platforms. Therefore, the report describes both the Holding and EDPR Group' business and activity during the year of 2009. 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 both EDPR Holding and EDPR Group.
EDP Renováveis, fully commissioned in December of 2008 the 201 MW Meridian Way Wind Farm, located in Kansas, the 102.9 MW Rattlesnake Road Wind Farm located in Oregon, and the first phase (201.3 MW) of the Pionner Prairie Wind Farm, located in Iowa.
EDP Renováveis installed 1,413 MW in 2008 and accomplished its target for the year. Electricity output reached 7,807 GWh, more 78% than in 2007. Load factor in Europe was 26% and in the US 34%.
EDPR entered into a 20-year Power Purchase Agreement with the Public Service Company of Oklahoma, for the renewable wind energy produced by the 99 MW wind farm of the Blue Canyon V.
The President of the US has signed today the American Recovery and Reinvestment Act of 2009, which includes a number of energy-related tax and policy provisions to benefit the development of wind energy generation in the country: Three year extension of the Production Tax Credit (PTC); Option to elect a 30% Investment Tax Credit (ITC) in lieu of the PTC; and, a cash grant provided by the Secretary of Treasury in lieu of the ITC.
Gross Profit reached €581 million (+82% YoY) and EBITDA €438 million (+91% YoY), with an EBITDA margin of 75.3%. Net income increased more than 25 times to €104 million.
EDP Renováveis Brasil has signed an agreement with innoVent, for the acquisition of the total share capital of its subsidiary Elebrás Projects.
EDP Renováveis has contracted for a total of 76 wind generators for wind energy projects in Romania. The wind generators will be installed from late 2009 and throughout 2010.

Capacity increased by 113 MW and electricity output reached 2,837 GWh, more 40% than in 1st quarter of 2008. Load factor in Europe was 28% and in the US 40%.

Gross Profit amounted to €198.1 million in the quarter (+27% YoY), EBITDA totalled €154.4 million (+23% YoY), reaching an EBITDA margin of 77.9%. Net income was €49.8 million (+87% YoY).
Horizon Wind Energy has entered into a 15-year Power Purchase Agreement with AmerenUE to sell renewable wind energy from the 102.3 MW second phase of its Pioneer Prairie Wind Farm,which has a total installed capacity of 300 MW already in operation.
Capacity increased 249 MW (35 MW in Europe, 200 MW in US, being the remaining 14 MW installed in Brazil) and electricity output totalled 5,253 GWh, meaning a 33% increase comparing with the 1st half of 2008. Load factor in Europe was 23% and in the US 32%.
Gross Profit was €355.9 million (+24% YoY) and EBITDA €270.8 million (+19% YoY), with an EBITDA margin of 76.1%. Net income reached €65.6 million, having increased 32% YoY.
Horizon Wind Energy has closed \$101.9 million of institutional equity financing from JPM Capital Corporation in exchange for an economic interest in its 100.5 MW Rail Splitter project in Illinois.
The US Department of Treasury approved the cash grant in the amount of \$48 million, applicable to the Wheat Field wind farm with an installed capacity of 97MW.
Capacity increased by 525 MW (139 MW in Europe and 372 MW in the US) and electricity output reached 7,295 MW, more 36% than in 9M2008. Load factor was 21% both in Europe and in the US.
EDP Renováveis put into operation one of the largest wind farms in Poland, with an installed capacity of 120 MW. Investment figures amount to €166 million.
The Government of Asturias provisionally awarded 246 MW to EDP Renováveis, corresponding to circa 36% of the total capacity to be attributed in this tender.
Gross Profit reached €495.5 million (+23% YoY) and EBITDA €368.5 million (+20% YoY) with an EBITDA margin of 70.1%. Net income grew 19% YoY to €70.1 million.
Horizon Energy has signed two institutional partnership structures with GE Energy Financial Services in the amount of \$228 million. This deal refers to a sale in a stake at Vento III portfolio and to a partnership structure at the Blue Canyon V wind farm.
Out of the total 6,389 MW of wind power capacity assigned by the Spanish Government, EDP Renováveis obtained 840 gross MW, corresponding to 31 wind farms and to 13% of the total allocated capacity.
EDPR by choosing, for each wind farm, the best tax credit monetization instrument available, for its 2009 projects, raised \$525 million of which: i) \$216 million through cash grants in lieu of PTC, related to 398 MW; ii) \$192 million through institutional partnership structures incorporating the MACRS and the cash grant in lieu of PTC, related to 202 MW; and iii) \$117 million through institutional partnership structures incorporating the MACRS and the PTC, related to 99 MW.
EDPR Holding closed the year of 2009 with €7.9 billion in assets, mainly due to investments in its associates of €3.7 billion and loans to affiliated and group companies of €3.7 billion.
Total equity reached €5.7 billion providing evidence of the robust EDPR Holding capital structure with Equity over Total Assets surpassing 72%.
Total Liabilities amounted, by year-end, to €2.2 billion (for the great part a result of €2.1 billion in group companies (EDP Finance BV).
The Operating Results totalled €175 millions driven by €197 millions in interest income from financial assets resulting from loans to group companies.
Financial Expenses totalled (€79) million, leading to a EBT (Earnings before Taxes) of € 97 millions. Effective tax rate was 30%, resulting in (€29) million in Taxes and a 2009 full year Net Income of €68 million.
During 2009, EDPR added 1.175 MW of gross installed capacity, of which 700 MW in North America, 461 MW in Europe and 14 MW in Brazil. In terms of total output, EDPR recorded a significant growth in electricity generation, with 10,9 TWh generated in 2009 (40% or 1.4 times increase vs. 2008), mainly a result of increased installed capacity.
On top of the 1.175 MW of new installed capacity, EDPR ended 2009 with 739 MW under construction (of which 640 MW in Europe and 99 MW in North America), providing confidence and credibility on the organization's ability to achieve the 1,2 GW added capacity target for 2009.
1 Prepared according to IFRS accounting standards. EDPR consolidated accounts are considered for the purpose of this Management Report. EDPR S.A. individual accounts are therefore reflected as part of consolidation and by itself in isolation do not contain substantial additional information considered of relevance.
By the end of December 2009, EDPR had 6.2 GW of gross installed capacity whereas, 3.4 GW are located in Europe, (Spain, Portugal, France, Belgium and Poland) and 2.9 GW in the United States of America.
| Installed Capacity (Gross MW) | 2009 | 2008 | ∆ MW |
|---|---|---|---|
| Spain | 2,278 | 2,109 | +169 |
| Portugal | 680 | 553 | +127 |
| Rest of Europe | 397 | 232 | +165 |
| France | 220 | 185 | +35 |
| Belgium | 57 | 47 | +10 |
| Poland | 120 | 0 | +120 |
| Europe | 3,355 | 2,894 | +461 |
| US | 2,859 | 2,158 | +700 |
| Brazil | 14 | +14 | |
| Total | 6,227 | 5,052 | +1,175 |
Total Balance Sheet assets reached by the end of the year €11,294 million with c. 20% increase (or €1,897 million) when compared to prior year (2008). Of this, €8,635 million relate to net Fixed Assets (PPE) which year-on-year increased by €1,582 million.
Total equity amounted to €5,328 million by 2009, driven by the €103 million increase in Reserves and leading to a solid Equity / Total Assets ratio in excess of 47%. Total Liabilities summed by the end of 2009 to €5,967 million, with an increase of c. 42% (or €1,760 million) used to fuel growth of fixed assets.
Total Revenues reached €648 million and Gross Margin2 to €725 million driven by higher installed capacity and represented a 25% growth comparing to 2008. 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. 2.0 TWh of output and therefore reducing its exposure to the variability of the Spanish pool price. This hedging coverage had a positive impact of €19 million in 2009 revenues, or c. €5.9 / MWh of electricity hedged.
2 Defined as Revenues of €648 million + Revenues from Tax Equity Partners of €83 million – Cost of Used Goods of €6 million = €725 million
Focus on operational efficiency, with Total Operating Costs3 amounting to (€182) million, lead to an EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) of €543 million and a sound EBITDA Margin (EBITDA / Gross Margin) of 75%.
Provisions and net Depreciation & Amortization in 2009 were of (€312) million and net Financial Results of (€72) million, benefiting from lower net interest expenses than in 2008, resulting in a Profit before Taxes of €163 million and a Income Tax Expense of €45 million.
Net Income totalled €118 million, of which €3 million belong to minority interest and €114 million is attributable to EDPR equity holders. This compares 1.1x favourably with the €104 million of Net Income attributable to EDPR equity holders in 2008.
EDPR 2009 production totalled 10.9 TWh, which represents a +40% growth (+51% for US operations) when compared to 2008 electricity output. This year EDPR reached once again load factors above market average, underlining the quality of its wind farms.
Nevertheless, load factors were slightly lower than in 2008, particularly given the volatility of the wind resource during the second quarter. In Europe the load factor reached 26% 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 Spanish market.
| Electricity Generated (GWh) | Load Factors (%) | |||
|---|---|---|---|---|
| Region | 2009 | ∆ 09/08 | 2009 | 2008 |
| Europe | 4,975 | +28% | 26% | 26% |
| US | 5,905 | +51% | 32% | 34% |
| Brazil | 26 | - | 22% | - |
| Total Generation | 10,907 | +40% | 29% | 30% |
Throughout 2009, EDPR invested about €1,846 million as capital expenditures (excluding M&A and financial investments) and mainly used EDP shareholder loans to fund growth, reaching a Net Debt of approx. €2.1 billion by the end of December 2009.
The table below summarizes 2009-200 capital investment plan:
| Capex (€ m) | 2009 | 2008 |
|---|---|---|
| Spain | 561 | 684 |
| Portugal | 102 | 85 |
| RoE & other | 351 | 123 |
| Europe | 1,014 | 893 |
| USA | 826 | 1,198 |
| Other | 6 | - |
| Total Capex | 1,846 | 2,091 |
By the end of December 2009 and 2008, Net Debt was as follows:
| Net Debt (€ m) | 2009 | 2008 |
|---|---|---|
| External Debt | 2,673 | 1,462 |
| Loans to Related Companies |
(59) | (128) |
| Cash & Equivalents |
(481) | (266) |
| Net Debt | 2,134 | 1,069 |
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 current favourable renewable energy market conditions will continue to drive further support for and 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 and new opportunities within the markets we currently operate within. This strategy provides 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 gross installed capacity through the successful development of Greenfield and pipeline acquisition. 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 platforms to foster growth and diversify the existing portfolio.
For that, by the end of 2009, EDPR has crafted a robust, visible and geographically diverse pipeline of nearly 30.3 GW worldwide (varying from projects in a variety of European countries, several US states, and various regions in Brazil).
| Gross MW | Under Constr. |
Pipeline | |||||
|---|---|---|---|---|---|---|---|
| Tier 1 | Tier 2 | Tier 3 | Total | Prospects | Total | ||
| Spain | 308 | 320 | 485 | 1.822 | 2.626 | 2.341 | 5.275 |
| Portugal | 53 | 344 | 18 | 9 | 371 | 200 | 624 |
| Rest of Europe |
280 | 106 | 526 | 792 | 1.424 | 1.855 | 3.558 |
| - France | 39 | 49 | 70 | 294 | 412 | 726 | 1.177 |
| - Belgium | 13 | - | - | 37 | 37 | 25 | 74 |
| - Poland | - | - | 456 | 406 | 862 | 604 | 1.466 |
| - Romania | 228 | 57 | - | 56 | 113 | 500 | 841 |
| Europe | 640 | 769 | 1.029 | 2.623 | 4.420 | 4.396 | 9.456 |
| US | 99 | 748 | 5.634 | 8.710 | 15.092 | 4.154 | 19.345 |
| Brazil | - | 70 | 234 | 336 | 640 | 869 | 1.509 |
| Total | 739 | 1.587 | 6.897 | 11.669 | 20.152 | 9.419 | 30.310 |
This aggressive medium term targets will reinforce EDPR's position as a leading player in the renewable industry and underlines management's commitment to create shareholder value.
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 growth targets.

In recent years, global attention has been increasingly focused on climate change and its effect on world populations, economies and, consequently, strategies for generating energy from renewable sources.
At a global level, an important milestone was reached in December 11th, 1997 when a majority of countries that are party to the UNFCCC (United Nations' Framework Convention on Climate Change) signed the "Kyoto Protocol".
The 2009 United Nations Climate Change Conference, commonly known as the Copenhagen Summit, was held in Copenhagen, between December 7th and December 18th. On December 18th, it was announced that a "meaningful agreement" had been reached between the United States, China, India, South Africa, and Brazil. The negotiations ended without a binding treaty to reduce greenhouse gas emissions. Despite this, The Copenhagen Accord recognises the scientific case for keeping temperature rises below 2°C.
At the European level, in December 2008 the EU Climate Package was approved. This package focuses on three areas: emissions cuts, renewables and energy efficiency. This deal is aimed at helping Europe to become a low-carbon economy and increasing energy security. Fully in line with the Commission's proposals in January 2008, agreement has been reached on legally binding targets, by 2020, to cut greenhouse gas emissions by 20%, to establish a 20% share for renewable energy, and to improve energy efficiency by 20%.
In April 2009, the Renewables Directive, as part of the EU Climate Package, was published. The directive requires member countries to produce a pre-agreed proportion of energy consumption from renewable sources such that the EU as a whole shall obtain at least 20% of total energy from renewables by 2020.
To ensure that the goals are reached, the directive set "indicative trajectories" - intermediate targets - for each member state. Countries are obliged to draw up national renewable energy action plans by the end of June 2010, setting out measures on how they intend to keep up with their trajectories.
Also, as a part of the Climate Package, a revised EU ETS Directive for Phase III (2013-2020) was agreed in December 2008. The Directive introduces auctioning as the basic principle for the distribution of allowances to ETS operators, a major change as in Phase II, approximately 96% of allowances were distributed for free by EU governments through National Allocations Plans.
According to Royal Decree 661/2007, Spanish Special Regime generators may choose among (i) selling the electricity they produce to the system at a regulated tariff, (ii) selling the electricity they produce on the "pool," or (iii) entering into bilateral contracts under the same conditions as generator market agents under the Spanish Ordinary Regime.
In May 2009, Royal Decree 6/2009 was approved, aimed at eliminating the tariff deficit gradually. Among other measures, it introduced a central pre-allocation register for new renewable energy capacity for renewable-energy installations, necessary to obtain the entitlements set it in Royal Decree 661/2007. Installations were registered in chronological and new remuneration scheme should be approved for following projects.
The decision on November 19th, 2009 allowed in the register around 6 GW in wind projects and 2,4 GW in solar thermal generation capacity in one go. The entire 8,4 GW in projects registered will receive the remuneration set in RD 661/2007. Under this decision, around 1.700 MW of wind and 500MW of solar thermal generation will be allowed each year until 2012. The 15th of December the Spanish Government released the list of wind facilities included in the administrative register, in which, 6.389 MW of wind capacity were allowed. New facilities that haven´t been allowed in the register will be ruled by a new regulation.
During 2009 there were no significant changes in Portuguese remuneration scheme.
Wind farms already licensed by February 2006 sell their electricity at a set price dependent on production hours, as well as on the dimension of the wind farm and consumer price index. The tariff is indexed to inflation for 15 years and, thereafter, electricity from those wind farms will be
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sold at the then-existing market price plus the price received from the sale of green certificates.
Wind farms licensed after February 2006 sell their first 33 GWh of electricity or the electricity generated in the first 15 years, whatever come first, at a price based on a formula set out in the Decree-Law no. 33-A/2005 of 16th February.
Act 2000 provides that operators of wind facilities may enter into long-term agreements for the purchase and sale of energy with Electricité de France ("EDF"), which requires obtaining a certificate from the local government. The tariffs for the long-term agreements with EDF are set by Order of July 10th, 2006, which establishes three stages of determining the tariff. During first ten years of the EDF Agreement, EDF pays a fixed annual tariff, then, during years 11 to 15, the tariff is based on the annual average percentage of energy produced during the wind facility's first ten years of operation. Finally, after year 16 of the Agreement there is no specific support structure and the wind energy generators sell their electricity at the market price.
In July 2009 came into law "La Grenelle de l´Environnement I", a large renewable energy plan that sets out a broad policy and confirms France´s European commitment that by 2020 should account 23% of its final energy consumption from renewable resources. To achieve this target, around 25 GW of wind installed capacity are required, of which 6 GW should be offshore.
La Grenelle de l´Environnement also confirmed that each region of France must draw up a "renewable energy plan" by July 2010, identifying its potential and establishing where wind power plants can be located.
New Decree approved on December 15th set the following wind target: 11.500 MW in 2012 and 25.000 MW in 2020. These targets include also wave and tidal energy.
The Belgian regulatory system promotes the generation of electricity from renewable sources with a system of green certificates.
Each of the three Belgian regions (Flanders, Wallonia and Brussels capital) has their quota system with obligatory regional renewable energy targets. Green Certificates are due for a period of at least 10 years up to 15, and have a minimum guaranteed price system at a federal level (obligations imposed on the transmission system operation) and at a regional level. Minimum guaranteed price is 80€/GC in Flanders and 65€/GC in Wallonia, and, at a federal level, the minimum guaranteed price is 50€/GC.
Green certificates can be traded through bilateral contracts or at the exchange market (Belpex) launched in March 2009.
New quotas of renewable generation are in a late stage of approval in Wallonia. New quotas proposed by the Government are: 11,25% in 2011, 13,50% in 2012 and 15,75% in 2013. New quotas to be approved are considerably higher than previous ones (11%, 12% and 13% for 2011, 2012 and 2013).

The legislation applicable to renewable energy in Poland is primarily contained in an Energy Act passed on April 10th, 1997, which has been amended by Act April 2th, 2004.
The Energy Act sets up a regulatory scheme to promote renewable energies. To this purpose, the law introduces a system of green certificates.
The minimum limit of electricity that must be generated from renewable sources in the total annual volume of electricity is specified in the ordinance of Ministry of Economy adopted under the Energy Act. In 2008, this minimum limit was 7% and will increase each year up to 12,9% in 2017. These quotas were originally fixed until 2014 but a new regulation approved in August 2008 fixed the quotas for years 2015-2017 and increased the quota for 2013 and 2014.
The promotion of electricity generated from renewable energy sources in Romania was set with the Electricity Law 318/2003.
In 2005 a Green Certificate mechanism was introduced with mandatory quotas for suppliers, in order to comply with their EU renewable requirements.
In 2009, a 6,2% of total electricity supplied was required to come from renewables , an the obligation rises to 8,3% in 2010-2012 and gradually heads toward 16,8% in 2020.
Law 220/2008 doubles the volume of green certificates to be issued to wind producers. Wind producers will receive two green certificates per MWh until 2015 and one onwards. It also increases the trading value of green certificates, increasing the floor of 27 €/MWh and a cap of 55 €/MWh, both indexed to Romanian inflation (from previous levels of 24-42 €/MWh).
The main policy instrument to promote electricity generated from renewable energy sources is the Renewables Obligation (RO). The RO, and the associated ROS for Scotland an NIRO for Northern Ireland, requires that UK electricity suppliers ensure that a specified percentage of the electricity they supply to customers comes from eligible renewable sources.
The level of the obligation in England, Wales and Scotland is currently set to increase in yearly increments from 7,9% in 2007/08 to 15,4% in 2015/2016, being 9,1% in 2009-2010. In April 2009 the government introduced a headroom approach to allow the obligation size to be set before the beginning of each financial year at a percentage above (currently 8% above) the expected number of ROCs to be issued that year.
Electricity suppliers are given Renewables Obligation Certificates (ROCs) for every MWh generated from eligible renewable sources. When suppliers do not meet the obligation, they must pay a penalty sum into a buyout fund, which was of 35,76 GBP per ROC in shortfall in 2009. This buyout price is linked to the retail price index. At the end of each financial year, the buyout fund is shared proportionally between the suppliers that have presented ROCs.
In April 2009 the RO was banded to offer different levels of support to different renewable technologies. Onshore wind farms still receive 1 ROC per MWh. Offshore wind is entitled to receive 2 ROCs for projects commissioned in 2009-2010, 1,75 for projects in 2010-2011 and 1,5 ROCs onwards. However, the Government has announced that the new Renewables Order to be approved in early 2010 will allow offshore projects to qualify for 2 ROCs until March 2014.
In a consultation document published in July 2009, the UK government proposed, among others, the following changes to the RO:
These amendments are likely to be finally approved in early 2010 in order to come into effect on April 2010.
Additionally, wind energy generators receive Levy Exemption Certificates (LECs) that can be sold to industrial and commercial users subject to the Climate Change Levy. LECs can be traded separately from the underlying energy and represent an additional source of remuneration for wind energy generators. Therefore revenues come from the sales of energy, ROCs and LECs.
Despite continued market turmoil due to the recession and decreased attention to energy legislation, the U.S. regulatory environment nevertheless continued to improve for wind development. The inauguration of the Obama Administration in early 2009 put a wind advocate in the White House.
While climate change legislation continues to be debated in the United States Congress, states continued to lead the way in the US. California took a step toward joining the Northeast's Regional Greenhouse Gas Initiative (RGGI) in regulating carbon emissions by drafting Cap and Trade draft regulations designed to allow emissions to be cut to 1990 levels by 2020. While federal level climate change policy seems to be difficult to design and pass, state and regional initiatives, such as these, continue to put pressure on emitters to assist in designing a cap and trade program.
Following the formal appointment of the New Administration in January 20th of 2009, the "American Recovery and Reinvestment Act of 2009 (ARRA)" was signed into law on February 17th. This plan included several provisions to stimulate investment in renewable energy, with the following ones more applicable to the wind business:
On December 14th, the first ever wind-only auction took place in Brazil. As a result, 71 new wind farms, totalling 1.806 MW of installed capacity are scheduled to deliver energy from July 1st, 2012, providing an energy volume of 6,6 TWh per year, at an average price of BRL 148,39 MWh (approximately 57 €/MWh).
The results of the wind-only auction, summed up with the first biomass-only energy auction that was held in 2008 (2,379 MW and 31 thermal plants using sugarcane and napier grass), have headed the government to study a new renewable-only energy auction in 2010. At this time, the energy demand will be supplied by a mix of the traditional renewable sources: wind, biomass and small hydro power plants.

Operational revenue sources come from the sale of the energy as well as Renewable Energy Certificates (RECs) which act as "green tags". Renewable Energy Certificates (''RECs'') are typically used in RPS programs as tradable certificates demonstrating that a certain number of kilowatt-hours have been generated by a renewable resource.
Various State Governments have taken an active role in the development of renewable infrastructure through the implementation of an RPS program. Generally, RPS programs are developed to implement State laws requiring that a certain percentage of obligated load serving entities' energy supplied to consumers within the state come from renewable sources, and, in certain cases, provide for various penalties for non-compliance.
Amid a global financial crisis, historic and pervasive state budget crises, and federal bailouts and stimuli, state-level policy developments continued to be an important force for advancing renewables markets. In 2009, three new RPS policies (and one new renewables goal) were adopted; six existing RPS policies were increased or modified in a significant way; and five others underwent more minor changes; bringing the total number of states with RPS policies to thirty-two.

In 2009, the PTC rate applicable to wind generation was 21 \$/MWh; however, it is reduced for any project that receives government-assisted financing related to capital costs or other federal income tax credits. The PTC is applicable for a ten-year period from the time a power production facility is placed into service.
In February 2009, through the American Recover and Reinvestment Act, the U.S. Congress acted to provide a three-year extension of the PTC applicable to wind capacity added through December 31th, 2012.

The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:
Remuneration for electricity sold by EDP Renováveis wind farms depends, in part, on 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, the technological mix of installed generation capacity and user demand. Therefore, a decline in market prices below anticipated levels could have a material adverse effect on EDP Renováveis' business, financial condition or results of operations. 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 the company may face other difficulties in executing the hedging strategy.
As of December 31st, 2009, 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 the remaining countries, prices are mainly determined through regulated tariffs (France and Portugal) or managed through long-term power purchase agreements (Brazil, Poland, and Belgium).
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 of selling this electricity through regulated tariffs, guaranteeing minimum prices. In 2009 the company closed a hedge in order to mitigate the effect of pool price fluctuations.
The development and profitability of renewable energy projects is dependent on policies and regulatory frameworks that support such development. The jurisdictions in which EDP Renováveis operates provide various 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 U.S. federal and state bodies have regularly reaffirmed their desire 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, agreed in December 2008, requires each member state to increase its share of renewable energy in the bloc's energy mix to raise the overall share from 5.5% level in 2005 to 20% in 2020. Additionally EU countries have interim targets in order to ensure a steady progress towards it 2020 target. For these reason they must present national action plans (NAPs) based on the indicative trajectories to the European Commission by June 30th, 2010, followed by progress reports submitted every two years. Therefore, EU countries must have short and long term renewables strategies which will be monitored and tracked by the EU authorities.
US, on the contrary, has not mandatory energy targets at a federal level. However, under the Obama Administration, renewables 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.
Nevertheless, it cannot be guaranteed that support will be maintained or than the electricity produced by future renewable energy projects will benefit from statutory purchase obligations, tax incentives, or other support measures for the generation of electricity from renewable energy sources.
EDP Renováveis belongs to the most prestigious wind energy associations, both at national and international level. EDP Renováveis is member of "La Asociación Empresarial Eólica" (Spain), "APREN" - Associação Portuguesa de Produtores de Energia Eléctrica de Fontes Renováveis- (Portugal), Le Syndicat des Energies Renouvelables (France), ANEV (Italy), BWEA (UK) and PIGEO (Poland). In the US, EDP Renováveis participates in the following wind associations: AWEA (American Wind Energy Association), Wind on the Wires (Mid West) and CEERT (California). At an international level, EDP Renováveis belongs to the EWEA (European Wind Energy Association), which is today the biggest wind energy network.
Being an active member in all these associations allows EDP Renováveis to keep abreast of any regulatory change, and represent wind energy sector's interests when required by the governments.
EDP Renováveis business is focused on the production of electricity from renewable energy sources. The amount of energy generated by, and the profitability of wind farms is dependent on climatic conditions, which vary across the locations of the wind farms, the seasons and years. Because turbines will only operate when wind speeds fall within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside or towards the lower end of these ranges, energy output at wind farms would decline.
Variation 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 results of operations. Furthermore, a sustained decline in wind conditions could lead to reductions in operational efficiency, energy production and profitability.
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 farm in each country. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady.
Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.
EDP Renováveis is not highly exposed to this risk as its large volume limits the availability risk as economies of scale protect the company against unforeseen events. Nevertheless, EDP Renováveis mitigates the wind turbine performance risk by implementing the following measures.
Firstly, EDP Renováveis mitigates wind turbine performance 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 guarantee.
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 guarantee 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 mitigated with an adequate 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 signed with the turbine supplier.
Finally, EDP Renováveis has in place a LEAN Project. LEAN is a continuous improvement program that aims to achieve the following:
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.
Wind farms are subject to strict international, national, state, regional and local regulations relating to the development, construction, licensing and operation of power plants. Among other things, these 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 possibility of obtaining such permits. If authorities do not grant these permits or they do so with delays or with restrictions, such actions could have a material adverse effect on the business.
Permitting risk is mitigated by the fact that EDP Renováveis in present in different countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US and Brazil. Additionally, the company has a large pipeline of projects that provide a "buffer" to overcome potential problems in the development of other projects, ensuring the growth targets.
Finally, EDP Renováveis mitigates development risk creating partnerships with local partners.
Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:
Last 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 creating a more favourable scenario for EDP Renováveis. The company is exploring the possibility to contract part of its expected turbine supply needs in this favourable situation.
EDP Renováveis uses a large mix of turbine supplier in order to reduce its dependency on any one supplier. At present EDP Renováveis is one of the generators with a more diversify portfolio, being Vestas and Gamesa the most important suppliers. 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.
EDP Renováveis has traditionally been securing its wind turbines by establishing long-term flexible agreements with several major turbine vendors. Frame agreements enabled EDP Renováveis to have available turbine when needed, but in the current context, they could prevent the company to capture the drop in turbine prices. For this reason EDP Renováveis is renegotiating frame agreements as well as negotiating more flexible agreements for the next years. By monitoring market trends, EDP Renováveis can reach these agreements with suppliers when market conditions are favourable. Additionally, when contracting large volumes, EDP Renováveis can obtain better prices and conditions that mitigate the effect of general increases in assets prices.
EDP Renováveis is exposed to fluctuations in interest rates as result of financing, operations in particular, financing by means shareholder loans from the EDP Group and financing from institutional investors in connection with its Partnerships Structures in the case of the US operations, as well as, project financing and third party loan financing from entities outside the EDP Group. This risk can be mitigated using hedging instruments, including interest rate swaps, but it cannot be guaranteed that the hedging efforts will operate successfully.
Finally, 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 with the EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rates and foreign exchange rates risks on its financial performance.
The execution of financial risks management of EDP Renováveis Group is undertaken by the Financial Department of EDP, in accordance with the policies approved by the Board of Directors of EDP Renováveis. The Financial Department identifies, evaluates and submits to the Board for approval, 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.
The Group'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, the Group contracts 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.
The EDP Renováveis Group has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. The EDP Group's Financial Department undertakes sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations.
The Group 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.
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 the Group consists of undertaking derivative financial instruments for the purpose of hedging foreign exchange risks with characteristics similar to those of the hedged item. The operations are revalued and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that gave rise to them is evaluated.
Counterparty risk is the risk that the other party in an agreement will default, either due to temporary liquidity issues or longer term systemic issues.

The EDP Renováveis Group 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, therefore, it cannot be considered that there is 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 limited average collection 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 terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account 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 the Group will not be able to meet its financial obligations as they fall due.
The Group 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 unacceptable losses or risking damage to the Group's reputation.
Given the current condition of the debt market, it could be difficult to cover the financial requirements needed to carry out the Group'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.


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 mitigate fluctuations of earnings.
These derivative instruments are explained in detail as part of the notes to the Corporate Governance Report.
Due to the net investment in EDPR NA, the company and Group accounts of EDP Renováveis and the accounts of EDP Sucursal, 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 Euros, between EDP Sucursal and EDP Renováveis for a total amount of USD 2,632,613.00.
EDP Energias de Portugal Sociedade Anónima, sucursal en España and EDP Renovaveis 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 31st December 2009, a total amount of EUR 87,660,918.51 remained outstanding.
EDP and EDPR EU entered into several hedge agreements related with the expected sales of energy in the Spanish market and due between March 2009 and December 2010 for a total volume of 3,357 MWh (1,991 MWh regard 2009 hedged generation and for 1,366 MWh regard 2010 hedged generation) at market forward prices in each contract.

During the 2009 exercise, EDP Holding and EDPR do not hold (or have bought) any treasury stocks (own shares).
EDP Renováveis has made environmental stewardship a core value. The Company is dedicated to providing clean renewable energy through the development, construction and operation of wind farms.
Even though all human activity has an impact on the environment, the Company is committed to identifying and assessing these impacts at all stages of its business cycle and incorporating them into its decision-making process.
For this reason, all its activities are based on a Corporate Environmental Policy that seeks to protect and enhance the environment with the aim of achieving sustainable development.

EDP Renováveis believes that protecting our environment and community is fundamental to achieving its business objectives. In 2009, the Company spent a total of €8,5 millions on environmental protection measures and allocated internal resources dedicated to managing environmental protection activities, throughout the full project life cycle, including development, construction and operations.
| Total Environmental Investment | 2008 | 2009 |
|---|---|---|
| Total | 4,500 | 9,548 |
The development of an Environmental Management System (EMS) was started in 2008. The purpose of the EMS is to stimulate good environmental practices focused on protecting natural resources and waste and spill management, with a commitment to continuous improvement of environmental performance.
In Europe, EDP Renováveis renewed certification obtained for five of its wind farms in operation under the ISO 14001, and five new wind farms were certified, reaching a total of 289.5 MW certified. It is the intent for 2010 that 20 new wind farms, 650 MW, will be certified.
| Wind farm | Location | Power (MW) | Certification date |
|---|---|---|---|
| Valsagueiro | A Coruña (Spain) | 32,5 | 2008 |
| Ponte Rebordelo | A Coruña (Spain) | 40,3 | 2008 |
| Los Cantales | Zaragoza (Spain) | 24 | 2008 |
| La Navica | Albacete (Spain) | 30 | 2008 |
| La Dehesica | Albacete (Spain) | 28,5 | 2008 |
| Virgen de la Peña | Zaragoza (Spain) | 30 | 2009 |
| Munera I | Albacete (Spain) | 39,6 | 2009 |
| Munera II | Albacete (Spain) | 30,6 | 2009 |
| Villamiel | Burgos (Spain) | 17,85 | 2009 |
| Villoruebo | Burgos (Spain) | 16,15 | 2009 |
| TOTAL | 289,5 |

In the U.S., the EMS is under development. Currently, it includes EDPR NA's Corporate Environmental Policy, adopted in 2009, and Environmental Standards for Development. The Development Standards that have been developed include:

Environmental standards for operations were drafted in 2009. The Environmental Operations Standards have been sent for internal review with the intent of finalizing them in 2010.
EDP Renováveis is dedicated to the development of renewable energy. Therefore, the Company plays a significant role in the transition towards a more sustainable energy model that is less dependent on fossil fuels.
Renewable energy has significant advantages over traditional energy sources:
Technological progress in recent years has contributed to making renewable energy cheaper and more efficient in generating electricity.
In 2009, EDP Renováveis produced almost 11 GWh of wind energy, enough to meet the average demand of more than 2 million households and displace the emission of approximately 5.0 kilotons of CO2.

The generation of wind energy does not produce greenhouse gas emissions, water pollution, nor does it consume significant amounts of water or produce significant level of waste, compare to other energy sources.
Employee and contractor travel as well as offices' electricity use are the only primary sources of indirect emissions, which can be considered not material in the context of the company main activity.
During the construction phase, it is the wind farm contractor who carries out the management of hazardous and not hazardous wastes, supervised by the environmental surveillance in each site.
During operation phase, the production of hazardous waste is very low. All wind farm substations stores the wastes generated up to the retreat by authorized manager.
In 2010, several initiatives will be launched to support the management and reduction of wastes generated and its reporting, including the proper handling, accumulation, storage, manifesting, transportation and disposal and recycling activities.
Due to the nature of its activity, the major "raw material" of EDP Renováveis needed to produce energy is wind.
Therefore, with the exception of the construction phase, the consumption of resources and materials is mainly attributed to the company offices and on-site facilities that directly support the operation and maintenance of EDP Renováveis wind farms.
Nevertheless, the promotion of responsible use of resources among its employees and contractors is a priority for the Company.
As a way to promote good practices among its employees, EDP Renováveis has published in Europe a Guide of Good Environmental Practices with guidelines to reduce the consumption of water, electric power, paper and toner, as well as to correctly manage and dispose of both hazardous and non-hazardous waste.

EDP Renováveis has taken measures to reduce the consumption of resources in its facilities:
• The utilization of energy efficient lamps;
In some wind farms, the Company promotes the reutilization of rain water gathered in the substations for use in the bathrooms of local facilities.
In the U.S., EDP Renováveis started pursuing a design for its facilities which would meet guidelines to earn Certification in Leadership in Energy and Environmental Design (LEED) for the Rail Splitter Operation and Maintenance building. It is anticipated that Rail Splitter will receive its certification in 2010.
EDP Renováveis' corporate office in Houston also has Silver LEED certification. As a component of this certification, low-flowing faucets and toilets were installed in the office bathrooms.
As a way to reduce its carbon footprint, EDP Renováveis implemented policies to promote the use of video conference and the use of "cleaner" transportation. In the U.S., ongoing initiatives include providing employees with bike storage and showers to encourage employees to ride bikes to work, and providing employees with bus and rail cards to encourage the use of mass transportation.
EDP Renováveis believes that harnessing wind and other renewable sources is fundamental to produce energy in a manner that respects the integrity of our planet.
In the U.S., EDP Renováveis does not operate on land owned, leased, managed, or adjacent to protected areas or areas of high biodiversity value outside protected areas. Wind project development typically occurs in rural areas where wind resources are abundant and the operation of wind farms is compatible with existing land use.
In Spain, there are only 10 wind farms in protected areas, 9 in Portugal and 3 in France.
Only a small percent of land utilized by wind farms is taken out of permanent use. Once construction is complete, the actual land taken out of permanent use is typically less than two percent of the total project area. The majority of the land is still used for its original purpose. The main use of the permanently affected land is for access roads to the wind turbine locations, a small area for the wind turbine and electrical transformer, and a gravel pad area for a crane for construction and maintenance activities.
EDP Renováveis conducts environmental studies starting early in the development phase of all new projects or when significant modifications of existing wind farms are required. The Company's goal is always to avoid, minimize, or mitigate any impact to the environment. These environmental studies identify wildlife use, threatened or endangered plants and animals, habitats, wetlands, protected areas, and cultural resources.
During the construction phase, EDP Renováveis performs Environmental Construction Monitoring to ensure that environmental laws and regulations and any permit conditions are met and potential environmental impacts of construction are addressed for the entire project area.
Although not always obliged by law, EDP Renováveis promotes environmental excellence during the whole life cycle of its operating wind farms by providing training, developing waste management plans and performing environmental site audits to ensure continuous improvement. In decommissioning, EDP Renováveis will implement a restoration plan to restore the wind farm area as close to its original state as reasonably practicable.
Early in the process of development, EDP Renováveis collects information about threatened, endangered, and sensitive species; migratory birds; and other potential wildlife impacts.
The company has also promoted and developed several habitat enhancement projects and performed thorough field studies of various animal and plant species.
In 2009, the following major projects were developed:
EDP Renováveis conducts post-construction wildlife studies, including mortality monitoring. In 2009, mortality studies were conducted at Rattlesnake Road, Wheatfield and Twin Groves I&II wind farms (U.S.). In addition, a post-construction big game study was conducted at Elkhorn Valley Wind Farm.
EDP Renováveis is a member of the Wind Turbine Guidelines Advisory Committee. The scope and objective of this Federal Advisory Committee is to provide advice and recommendations to the Secretary of the Interior on developing effective measures to avoid or minimize impacts to the wildlife and their habitats related to land-based wind energy facilities.
The Company is a founding member of American Wind & Wildlife Institute (AWWI), whose mission is to facilitate timely and responsible development of wind energy while protecting wildlife and wildlife habitat.

EDP Renováveis develops internal programs for environmental awareness training to ensure that its employees recognize:
As a major player in a very dynamic sector, the management of the human capital is a major concern of EDP Renováveis
The company policy is based on the following principals:
In 2009, EDP Renováveis established a global compensation strategy policy, while respecting the local markets for each platform. The new policy promotes a system in which all positions are evaluated and graded according to a defined methodology of job evaluation and ensure internal fairness.
At the end of 2009, EDP Renováveis had a total headcount of 721, a 14% increase vs. 2008. EDPR EU accounts for 50% of the total workforce, EDPR NA 42%, EDPR BR 1% and the Holding the remaining 6%.


During the year, 156 people were admitted while 65 left the company, standing for a turnover ratio of 15%. Of the total workforce, 68% are male.
EDP Renováveis has a very young team, with 70% of its workforce with less than 40 years old, and a high level of qualification, with 75% of the employees with university degrees.
The EDP Renováveis compensation model defines the approved salary band for each position within the organization's matrix. The salaries paid are based on market benchmarks and are contingent on defined position and are therefore paid accordingly to the appropriate salary band, regardless of gender.
EDP Renováveis understands the value of developing its employees through continuous education and training activities.
Training has a particular strategic importance for EDP Renováveis. It is crucial to achieve comprehensive development of employees by improving their skills, knowledge and abilities in order to bring them into line with the current and future demands of the organization and with their own individual professional development expectations.
EDP Renováveis offers professional development programs to all employees, regardless of professional category.
In 2009, EDP Renováveis almost duplicated the number of hours of training, to 14,500 hours. Total investment reached €302 thousands, a 28% increase vs. 2008.
The performance and potential evaluation process is used to better understand where development programs are needed and to what degree.
In 2009, EDP Renováveis has implemented a talent management model. Although currently a 270 degree, the goal is to progress towards a 360 degree evaluation model.
The global model collects information from four data points to evaluate employee performance: self, two peers, and the manager. Extensive training is provided to employees and managers to fully understand the competencies, how to approach performance appraisal generally, and how to utilize newly developed talent management software called Cezanne.
Performance and potential evaluations are based on strategic competencies, key performance indicators and a Global Assessment. By defining and evaluating gaps that become apparent, continuous feedback interviews are encouraged and employees are also asked to develop an Individual Development Plan.
As EDP Renováveis grows its business in new geographies, mobility is more and more a crucial factor in the success of the Company strategy and employee's career development.
In 2009, along with EDP, EDP Renováveis performed a review of the International Work Regulations. New categories of assignment were created in order to improve and promote international mobility.
International mobility will be important factor for professional development of the Company's employees.
In 2009, EDP Renováveis performed it first global employee satisfaction Survey. All Company employees were asked to participate through a web based survey and the total response rate was 78%.
The macro indicators average resulting from the study is high, showing a global satisfaction of 78%.
The results of this study will be very important for the Management of EDP Renováveis to develop an action plan in 2010 in order to improve the areas that impacted the most the employee's motivation, abilities and performance.
EDP Renováveis is committed to offering a competitive benefits package to recognize the contributions and talent of its employees.
The Company does not differentiate benefits between full time and part time employees.
In addition to legal requirements per country, competitive benefits are offered in the various regions (adjusted in accordance to local specificities) and entail important benefits such as:
The Company offers participation opportunities in either a pension plan or defined contribution plan, depending on home country. The guaranteed contributions are supplemental to and independent of those established under the Social Security System.
In North America, EDPR NA sponsors the Horizon Wind Energy Defined Contribution Retirement Plan (the "Retirement Plan"), a plan qualified under Section 401(k) of the Internal Revenue Code, for the benefit of eligible employees. Contributions are made to accounts held by Fidelity Investments. Matching contributions are made on behalf of eligible employees who elect employee deferrals from any given date and an employee may enter the plan at any time. Employees are vested in the retirement plan on both the employee and EDPR NA contributions immediately. EDPR NA contributes to each individual account up to 6% as a matching contribution so long as the employee has elected a salary deferral.
Of EDP Renováveis 721 employees at the end of 2009, 28% were covered by collective bargaining agreements.
Among the countries where EDP Renováveis has operations, the ones which are not covered by collective bargaining agreements are Poland, Romania, and North America.
Generally, collective bargaining agreements apply to all employees working under an employment relationship with and for the account of the respective companies, regardless of the type of contract, the professional group into which they are classified, their occupation or job. However, matters relating to the corporate organization itself, the laws of each country or even usage and custom in each country result in certain groups being expressly excluded from the scope of collective bargaining agreements.
Per country case law, EDP Renováveis may have a minimum period that the Company must comply with for giving formal notice of organizational changes at the companies in the Group with impact on employees.
However, it is customary to communicate significant events to the affected groups in advance.
As an employer in the United States, EDPR NA complies with the Worker Adjustment and Retraining Notification (WARN) Act Guide to Advance Notice of Closings and Layoffs. Employees who have worked more than six months for more than 20 hours a week are required to receive 60 days notice in the event of closings and layoffs.
All employees of the Group have been informed of the Code of Ethics Policy, as well as other Policies approved by the Board of Directors that contain specific clauses on respect for human rights. Employees are required to manually or electronically acknowledge that the policy(ies) has been read and understood.
The business culture in the countries in which the EDP Renováveis operates is entirely respectful of human rights.
In compliance with the Code of Ethics, EDP Renováveis expresses its total opposition to forced or compulsory labour. Its general contracting conditions include a clause to eliminate any form or kind of forced or compulsory labour.
In 2009, EDP Renováveis had one complaint filed for discrimination with the US Equal Employment Opportunity Commission for gender discrimination. The Company has formally responded to the complaint and expects the charge to be dismissed.
EDP Renováveis has no knowledge of any activity carried out that could jeopardize the right of freedom of association or the right to adhere to collective bargaining agreements.
| 2008 | 2009 | Growth | |
|---|---|---|---|
| EDPR EU | 324 | 365 | 13% |
| EDPR NA | 276 | 303 | 10% |
| EDPR SA | 0 | 8 | - |
| EDPR Holding | 30 | 45 | 50% |
| Total | 630 | 721 | 14% |
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.
On January 8th EDP Renováveis and SeaEnergy, through a joint-venture designated Moray Renewables, have been awarded exclusive rights to develop offshore wind farm sites in the North East of Scotland, with an approximated target capacity of 1.3 GW.
On January 25th EDP Renováveis, has just entered into a 15-year agreement with Energa to sell the green certificates generated from its 120 MW Margonin wind farm in Poland.
On January 27th EDP Renováveis acquires 85% of Italian Wind, adding to its portfolio several wind projects in Italy totalling 520 MW in different stages of maturity and in prime locations. The amount paid for the above mentioned stake is €12 million and additional success fees will be paid as the wind projects reach certain predefined milestones.
On February 3rd EDP Renováveis installed 1,175 MW and achieved an electricity output 10,907 GWh, +40% than in 2008. Load factor in Europe was 26% and in the US 32%.

On February 17th EDP Renováveis 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 Iowa.
This Topic provides a Corporate Governance Overview faced by EDPR. You can find the complete Corporate Governance in a separate section at the end of this chapter.
EDP Renováveis, 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 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 following are the most important bodies in the management and supervision model at EDP Renováveis:
The purpose of the adoption of this model by EDP Renováveis is to adapt the Company's corporate governance to the Portuguese legislation, due to the fact that Spanish law is its personal law. The governance model adopted by EDP Renováveis therefore seeks, insofar as it is compatible with its personal law, to correspond to the Anglo-Saxon model set forth in the Código das Sociedades Comerciais, in which the management body is a Board of Directors, and the supervision and control duties are the responsibility of an Audit 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.
Although EDP Renováveis shares were only admitted to trading on Eurolist by Euronext Lisbon in mid-2008, 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 of Shareholders is the Company's highest governing body. It is a meeting of shareholders that, 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 is responsible for organising its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of the Board of Directors, or his 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. The Board of Directors currently consists of the following sixteen (16) members:
| Name | Position | Date of appointment |
End of term |
|---|---|---|---|
| Ana Maria Fernandes | CEO and Vice Chairperson |
18/03/2008 | 18/03/2011 |
| Antonio Martins da Costa | Director Chairperson and |
18/03/2008 | 18/03/2011 |
| Antonio Mexia | Director | 18/03/2008 | 18/03/2011 |
| António Nogueira Leite* | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Daniel M. Kammen* Francisco José Queiroz de Barros de |
Director (Independent) | 04/06/2008 | 04/06/2011 |
| 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 Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| 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 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| Rafael Caldeira Valverde* | Director (Independent) | 04/06/2008 | 04/06/2011 |
* Appointed in agreements adopted by the General Meeting of EDP Renováveis, S.A. on 14 May 2008, to take office as members of the Board of Directors on 4 June 2008


The EDP Renováveis share capital of EUR 4,361,540,810 is fully subscribed by 872.308.162 shares with a face value of EUR 5 each.
All EDP Renováveis shares are of the same category. Under the Spanish Ley de Sociedades Anónimas, approved by Royal Decree 1564/1989 of 22 December 1989 (hereinafter Public Company Law) and the Articles of Association of EDP Renováveis, the owner of a share becomes a shareholder with all the inherent rights and obligations established by the Public Company Law and articles of association of EDP Renováveis. The most important rights inherent in shares are the right to receive dividends, the right to obtain general information on any matters to be discussed in the General Meetings, general rights to attend, voting rights, the right to object to company decisions, pre-emptive rights in share capital increases and the right to participate in the distribution of assets if EDP Renováveis is dissolved.
Shareho older Structu ure – 31 Dec cember 200 09

In Dec shareho States a cember 200 olders in ov and Rest of E 09, EDP R ver 50 coun Europe. ntries, with had more special foc e than 70 cus on Por 0,000 institu rtugal, Unite utional and ed Kingdom d private m, United
| Portug gal |
Free Float t by geogra aphy |
||
|---|---|---|---|
| 30% 16% |
Europ e |
Portugal Europe |
34% 30% |
| 17% | US | US UK |
16% 17% |
| 3% 34% |
UK | Rest of W orld |
3% |
| Total | 19 96.024.306 |
Qualifying shareholdings in EDP Renováveis are subject to Spanish law, which regulates the criteria and thresholds of shareholders' holdings. As at 31 December 2009 no qualifying shareholdings in EDP Renováveis with the exception of EDP and Hidrocantábrico 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.
As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.
The shares representing the EDP Renováveis share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on the 4 June 2008, in the largest Initial Public Offering launched in Western Europe of the year 2008.
EDP Renováveis has 872,308,162 ordinary shares, with a face value of EUR5.00 representing 100% of the share capital, admitted to trading in the NYSE Euronext Lisbon market. The free float since the IPO is 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 ISIN |
EDPR.LS EDPR PL ES0127797019 |
During 2009, EDP Renováveis' share price rose by 33%, closing the year at EUR6.63 each. In the same period, the PSI20 and the Euronext 100 increased by 33% and 25%, respectively, while the Dow Jones Eurostoxx Utilities felt 1%.

During the year 256,979,419 EDP Renováveis shares were traded, corresponding to a turnover of approximately EUR1,676 billion. On average, at Euronext Lisbon, EDP Renováveis daily trade volume was around 1 million shares per day.
EDP Renováveis ended the year with a market capitalization of EUR5.8 billion, making it the fourth largest listed company in Portugal.

| Capital Market Indicators | ||
|---|---|---|
| EDP Renováveis Shares in NYSE Euronext Lisbon (EUR) | 2009 | 2008 |
| Opening price* | 5.00 | 8.00 |
| Closing price | 6.63 | 5.00 |
| Peak price | 7.75 | 8.00 |
| Minimum price | 5.00 | 3.45 |
| Variation in Share Price and Reference Indices | 2009 | 2008 |
| EDP Renováveis | 33% | -37% |
| PSI20 | 33% | -51% |
| Dow Jones Eurostoxx Utilities | -1% | -38% |
| Euronext 100 | 25% | -45% |
| Liquidity of EDP Renováveis Shares in the Market | 2009 | 2008 |
| Volume in NYSE Euronext (€ million) | 1,676.0 | 1,646.0 |
| Daily average volume (€ million) | 6.4 | 11.0 |
| Number of shares traded | 256,979,419 | 215,951,049 |
| Average number of shares traded | 984,595 | 1,459,129 |
| Total shares issued | 872,308,162 | 872,308,162 |
| Number of own shares | 0 | 0 |
| EDP Renováveis Marker Value (€ million) | 2009 | 2008 |
| Market capitalization at end of period | EUR 5,783 | EUR 4,364 |
(*) January 1st, 2009 and June 4th, 2008,respectively
The graph below shows the evolution in EDP Renováveis prices over the year and all announcements and relevant events that may had impact on them.


The distribution of dividends is proposed by the Board of Directors or EDP Renováveis and authorized by decision of the company's General Meeting of Shareholders. As set forth in the Spanish Public Company Law, a dividend declared in each financial year may only be distributed from EDP Renováveis profits for that year or from distributable reserves and this distribution must not cause the assets of EDP Renováveis to fall below the value of the company's share capital.
As of 2011, EDP Renováveis expects to declare and pay dividends representing at least 20% of the profits for the year and to begin to do so for the financial year ending on 31 December 2010. The Board of Directors of EDP Renováveis may, if necessary, adjust this dividend policy in order to reflect changes in business strategy and capital needs, among other aspects. Any future dividends will depend on conditions at the time, including individual and consolidated net profits, earnings, the company's financial situation, availability of legally distributable funds and future prospects. As a result, no guarantee can be given that dividends will be proposed and declared in any particular year. Any dividends paid in the future may be subject to withholding of tax at source.


EDP Renováveis Corporate Governance Report
December 2009

Corporate Governance Report for EDP Renováveis Group (EDPR)
EXTRACT OF MINUTES OF GENERAL SHAREHOLDERS MEETING
EDP Renováveis, S.A. (hereinafter referred to as EDP Renováveis or the Company) is a listed company that was admitted to trading on the regulated market of NYSE Euronext Lisbon (Eurolist by Euronext Lisbon) following an initial public offering in May 2008. In view of its status as a company with shares listed on a regulated market in Portugal, EDP Renováveis' corporate organization is subject to the recommendations contained in the corporate governance code called "Código de Governo das Sociedades" approved by the CMVM (Portuguese Securities Market Commission) in September 2007. This governance code is available to the public at the CMVM website, www.cmvm.pt.
EDP Renováveis states that it has adopted in full the CMVM recommendations on the governance of listed companies provided in the "Código de Governo das Sociedades", with the exception of Recommendations I.4.1. and II.2.2. of the code, which have 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 EDP Renováveis 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 |
||
| I.1 Board of the General Meeting | ||
| I.1.1 The Chairperson of the General Meeting shall have access to human and logistical resources appropriate to his/her needs, taking into account the company's financial position. |
Adopted | 4.6 |
| I.1.2 The remuneration of the Chairperson of the Board of the General Meeting shall be disclosed in the annual corporate governance report. |
Adopted | 4.6 |
| I.2.1 The time limit imposed by the Articles of Association for depositing or blocking shares for the purpose of participating in the meeting shall not exceed five working days. |
Adopted | 4.2 |
|---|---|---|
| I.2.2 Should the General Meeting be suspended, the company shall not compel share blocking during that period until the meeting is resumed and shall then apply the same time limit as for the first session. |
Adopted | 4.2 |
| I.3 Voting and voting rights | ||
| I.3.1 Company's Articles of Association shall not impose any restrictions on votes by mail. |
Adopted | 4.4 |
| I.3.2 The time limit imposed by the Articles of Association on receipt of votes by mail shall not exceed three working days. |
Adopted | 4.4 |
| I.3.3 Company Articles of Association shall provide for one vote per share. |
Adopted | 4.3 |
I.4.1 Companies shall not fix a constitutive or deliberative quorum higher than that prescribed by law.
Not adopted ("Under Spanish Law, the constitutive quorums on first and second call to order are 25% and 0% for ordinary and extraordinary general meetings and 50% and 25% for ordinary and extraordinary general meetings in which valid decisions may be made on the issue of bonds, increases or reductions in share capital, transformation, mergers or spin off of the company and, in general, any amendments to the Articles of Association. The company's Articles of Association establish a slightly higher constitutive quorum in order to reinforce shareholder support for approval of decisions. On the 24th of February 2010, the Board of Directors approved to propose to the next General Meeting a modification of the Article 17 of the Articles of Association so as to adopt the quorums provided by Law.")
I.5.1. The minutes of general meetings shall be made available to Adopted 4.7 shareholders on the company's website within five days, even if they do not constitute privileged information under the law. A collection of attendance lists, agendas and decisions passed during meetings shall be kept on file on the company's website for at least three years.
I.6.1. Measures to prevent successful takeover bids shall respect the interests of the company and its shareholders. Adopted 4.8
I.6.2 Company's Articles of Association that, in compliance with the previous sub-paragraph, limit the number of votes that may be held or cast by a sole shareholder, either individually or jointly with other shareholders, shall also provide for the General Meeting to decide, at least every five years, on whether this provision is to be maintained, without higher quorum requirements than those established by law, and for all votes cast to be counted in said decision without the limitation being imposed.
I.6.3 There shall be no defensive measures intended to automatically cause a serious depletion of the company's assets in the event of transfer of control or a change of membership of the Board of Directors thereby affecting the free transferability of shares and free appreciation by shareholders of the
Not applicable
Adopted 4.8

Board member's performance.
II.1.1.1. The Board of Directors shall, in its governance report, assess the model adopted, identify any constraints on its functioning and recommend appropriate measures to overcome them. Adopted 1.1
II.1.1.2. Companies shall set up inhouse control systems for the effective detection of risks associated with their activity in order to safeguard their assets and ensure the transparency of their corporate governance. Adopted 3.7
II.1.1.3. Management and supervisory bodies shall have their own regulations which shall be posted on the company's website. Adopted 3.1.3/3.3.3/7.4
II.1.2.1 The Board of Directors shall include a number of non-executive members to guarantee its effective ability to supervise, audit and assess the work of the executive members. Adopted 1.2.2/1.2.6.1/3.1.3
II.1.2.2. The non-executive directors must include a suitable number of independent directors, taking into account the size of the company and its shareholder structure. This number shall be no less than one quarter of the total number of Adopted 1.2.2/1.2.6.1

directors.
II.1.3.1 Depending on the applicable model, the Chairperson of the Audit Board, the Audit Committee or the Financial Committee shall be independent and be adequately capable to carry out their duties. Adopted 1.2.2/1.3/3.3
II.1.4.1 The company shall adopt a whistle-blowing policy for reporting irregularities occurring in it, indicating the following information: i) means by which irregularities can be reported within the company, including the names of the people qualified to receive reports, ii) the treatment to be given to reports, including confidentiality if the whistle-blower so wishes. Adopted 3.9
II.1.4.2 The general lines of this policy shall be set forth in the corporate governance report. Adopted 3.9
II.1.5.1 The remuneration of the members of the Board of Directors shall be structured in such a way as to ensure that their interests are in line with that of the company. In this context: i) The remuneration of executive directors shall include a performance-based component and a performance evaluation conducted by the competent body shall therefore be taken into account. ii) The variable component shall be such as to maximise the
Adopted 5.1/5.2/5.3

company's long-term performance and shall depend on the sustainability of the performance variables adopted. iii) When not otherwise required by law, the remuneration of the non-executive members of the Board of Directors shall consist exclusively of a fixed amount.
II.1.5.2 The Remuneration Committee and the Board of Directors shall submit to the Annual General Meeting a statement on pay policy of the members of the managing and supervisory bodies and other managers, as set forth in Article 248- B(3) of the Securities Code. In this context, the shareholders shall be informed of the criteria and main parameters used to evaluate performance for the purpose of calculating the variable component, whether it is in the form of rewards in shares, share options or other components.
II.1.5.3 At least one representative of the Remuneration Committee shall attend annual general meetings.
Adopted 5.6
Adopted 5.4

II.1.5.4 A proposal to approve share distribution or share option plans or plans based on variations in share price to members of the managing and supervisory bodies and other managers, as defined in Article 248- B(3) of the Securities Code shall be submitted to the general meeting. The proposal shall mention all the necessary information for its correct assessment. The proposal shall .be accompanied by the regulations of the plan or, if they have not yet been drawn up, the general conditions with which they must comply. The main characteristics of the retirement benefit system for members of the managing and supervisory bodies and other managers, as set forth in Article 248- B(3) of the Securities Code shall be approved by the general meeting.
II.1.5.5 The remuneration of each member of the managing and supervisory bodies shall be disclosed annually on an individual basis and, distinguishing, whenever appropriate, between fixed and variable remuneration and between remuneration received from other group companies controlled by shareholders owning qualifying holdings.
II.2.1 Within the limits established by law for each managing and supervisory body, and unless the company is small in size, the Board
Not applicable 5.3
5.7
Adopted 5.3
Adopted 3.1/3.2.1/3.3
of Directors shall delegate the dayto-day running of the company. The duties delegated shall be identified in the annual corporate governance report.
II.2.2 The Board of Directors shall ensure that the company acts in accordance with its goals and shall not delegate its powers namely in what concerns: i) the definition of the company's general strategy and policies; ii) the definition of the group's corporate structure; iii) the adoption of decisions that should be considered strategic due to their amount, risk or special characteristics.
II.2.3 If the chairperson of the Board of Directors has executive functions, the Board of Directors shall find efficient mechanisms for coordinating the work of the nonexecutive members to ensure that they can make independent, informed decisions. These mechanisms shall be explained to the shareholders in the annual corporate governance report.
II.2.4 The company's annual report shall include a description of the work done by the non-executive directors and mention any constraints arising.
II.2.5. The Board of Directors shall rotate the financial director at least at the end of every two terms.
Not Adopted ("Under Spanish Law, the matters referred to in this recommendation can be delegated to the Executive Committee. It is common practice in Spanish listed companies for the delegation of powers to be far-reaching, with the exception of matters related to the preparation of accounts").
Not applicable ("The Board of Directors only took office in the first half of 2008).
Adopted 3.1.3

II.3.1 When asked to do so by other members of the corporate bodies, executive directors shall provide the appropriate information in good time. Adopted 3.2.1.3
II.3.2 The Chairperson of the Executive Committee shall send to the Chairperson of the Board of Directors and, as applicable, to the Chairperson of the Audit Board or Audit Committee, the respective invitations to and minutes of its meetings. Adopted 3.2.1.3.
II.3.3 The Chairperson of the Executive Board of Directors shall send to the Chairperson of the General and Supervisory Board and the Chairperson of the Financial Committee the respective invitations to and minutes of its meetings. Not applicable
Not applicable
II.4.1 In addition to its supervisory duties, the General and Supervisory Board shall advise, monitor and constantly assess the company's management by the Executive Board of Directors. The matters on which the General and Supervisory Board shall give opinions include: i) the company's general strategy and policies, ii) the group's corporate structure and iii) decisions that are considered strategic due to their amount, risk or special characteristics.
II.4.2 The annual reports on the work of the General and Supervisory Board, Financial Committee, the Audit Committee and the Audit Board shall be published on the company's website together with the financial statements. Adopted 3.3.4./7.3
II.4.3 The annual reports on the work of the General and Supervisory Board, Financial Committee, the Audit Committee and the Audit Board shall include a description of their supervision and mention, in particular, any constraints found.
II.4.4 The Financial Committee, Audit Committee and Audit Board, depending on the model adopted, shall represent the company for all purposes in relations with the external auditor, and shall notably, propose a person to render these services, his/her/its fees, ensure that the company offers all the right conditions for the provision of these services, act as an interlocutor for the company and be first recipient of the auditor's reports. Adopted 3.3.2
II.4.5 Every year, the Financial Committee, Audit Committee and Audit Board, depending on the model adopted, shall evaluate the external auditor and propose his/her/its discharge to the general meeting, if there is due cause.
Adopted 3.3.4/7.3
Adopted 3.3.2/3.8

II.5.1 Unless the company is small in size, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall set up any necessary committees to: i) conduct a competent, independent evaluation of the performance of the executive directors and assess their own overall performance and that of the different committees, ii) reflect on the company's governance system, check its effectiveness and suggest measures for improving it to the competent bodies.
II.5.2 The members of the Remuneration Committee or equivalent shall be independent from the members of the Board of Directors.
Not applicable ("The members of the Nomination and Remuneration Committee are members of the Board of Directors. However, its members are considered independent members and do not therefore belong to the Executive Committee. In accordance with Articles 9 and 130 of the Spanish Public Company Law, the remuneration scheme for directors should be fixed in the articles of association. It is normal practice in Spanish companies for this remuneration to be decided upon by the General Meeting of Shareholders and for its allocation to the different members of the
Adopted 1.1/2.2.2/3.3.2
1.2.6.2/3.2.2.1

| Board of Directors to be decided on by the Board itself."). |
||
|---|---|---|
| II.5.3 All committees shall draft |
Adopted | 3.2.1.3 / 3.2.2.3 |
| minutes of their meetings. | / 3.2.3.3./ 3.3.3 | |
| III. DISCLOSURE AND AUDITS | ||
| III.1 GENERAL DISCLOSURE | ||
| OBLIGATIONS |
III.1.2 Companies shall ensure permanent contact with the capital market, abide by the principle of equality between shareholders and prevent asymmetries in access to information by investors. The company shall maintain an investor relations office for the purpose. Adopted 7.1 / 7.2 III.1.3 The following information shall be posted on the company's website in English: a. Its name, status as a listed company, registered office and other information mentioned in Article 171 of the Portuguese Companies Code; b. Its Articles of Association; c. The names of the members of the corporate bodies and 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 Adopted 7.3

and voting at general meetings;
h. Invitation to general meetings.
Article 20.2 of the EDP Renováveis Articles of Association defines as independent members of the Board of Directors those 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 EDP Renováveis 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)) and 414 (5) both of the Portuguese Companies Code ("Código das Sociedades Comerciais"), and so the Board of Directors of EDP Renováveis 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:
| Date of | |||
|---|---|---|---|
| Name | Position | appointment | End of Term |
| Director | |||
| (Independent) | |||
| Member of the | |||
| José Silva Lopes | Audit Committee | 04-06-2008 | 04-06-2011 |
| António Nogueira | Director | ||
| Leite | (Independent) | 04-06-2008 | 04-06-2011 |
| Rafael Caldeira | Director | ||
| Valverde | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| José Araújo e Silva | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| Jorge Santos | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| Francisco José | (Independent) | ||
| Queiroz de Barros de | Member of Audit | ||
| Lacerda | Committee | 04-06-2008 | 04-06-2011 |
| Director | |||
| (Independent) | |||
| João Manuel de | Chairperson of Audit | ||
| Mello Franco | Committee | 04-06-2008 | 04-06-2011 |
| Director | |||
| João Lopes Raimundo | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| Daniel M. Kammen | (Independent) | 04-06-2008 | 04-06-2011 |
EDP Renováveis, 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 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 EDP Renováveis is designed to ensure the transparent, meticulous separation of duties and the specialisation of supervision. The following are the most important bodies in the management and supervision model at EDP Renováveis:
The purpose of the adoption of this model by EDP Renováveis is to adapt the Company's corporate governance to the Portuguese legislation, due to the fact that Spanish law is its personal law. The governance model adopted by EDP Renováveis therefore seeks, insofar as it is compatible with its personal law, to correspond to the Anglo-Saxon model set forth in the Código das Sociedades Comerciais, in which the management body is a Board of Directors, and the supervision and control duties are the responsibility of an Audit 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.
Although EDP Renováveis shares were only admitted to trading on Eurolist by Euronext Lisbon in mid-2008, 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 of Shareholders is the Company's highest governing body. It is a meeting of shareholders that, 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 is responsible for organising its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of the Board of Directors, or his 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.
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 |
|---|---|---|---|
| Chairman and | |||
| António Mexia | Director | 18/03/2008 | 18/03/2011 |
| Ana Maria | Vice-Chairman, | ||
| Fernandes | CEO | 18/03/2008 | 18/03/2011 |
| António Martins da | |||
| Costa | Director | 18/03/2008 | 18/03/2011 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| João Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| Director | |||
| José Silva Lopes* | (Independent) | 04/06/2008 | 04/06/2011 |
| António Nogueira | Director | ||
| Leite* | (Independent) | 04/06/2008 | 04/06/2011 |
| Rafael Caldeira | Director | ||
| Valverde* | (Independent) | 04/06/2008 | 04/06/2011 |
| Director | |||
| José Araújo e Silva* | (Independent) | 04/06/2008 | 04/06/2011 |
| Manuel Menéndez | |||
| Menéndez* | Director | 04/06/2008 | 04/06/2011 |
| Director | |||
| Jorge Santos* | (Independent) | 04/06/2008 | 04/06/2011 |
| Francisco José | |||
| Queiroz de Barros de | Director | ||
| Lacerda* | (Independent) | 04/06/2008 | 04/06/2011 |
| João Manuel de | Director | ||
| Mello Franco* | (Independent) | 04/06/2008 | 04/06/2011 |
| João Lopes | Director | ||
| Raimundo* | (Independent) | 04/06/2008 | 04/06/2011 |
| Director | |||
| Daniel M. Kammen* | (Independent) | 04/06/2008 | 04/06/2011 |
| Director | |||
| Gilles August | (Independent) | 14/04/2009 | 14/04/2012 |
*Appointed in Agreement adopted by the General Meeting of EDP Renováveis, S.A. on the 14th of May 2008, to take office as member of the Board of Directors on the 4th of June 2008. 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 Board members' professional and academic careers.
Finally, the shares of EDP Renováveis owned by each Board member are described in the table in Annex V.
The Chairperson of the Board 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 18 March 2008.

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 18 March 2008.

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 Board members.
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 4 June 2008 with competences including coordination of the implementation of Board and Executive Committee decisions, monitoring, leading and coordinating the management team, representing the company in dealings with third parties and other related duties.
| CEO | |
|---|---|
| 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 EDP Renováveis, was appointed on 4 December 2007.

Company Secretary Emilio García-Conde Noriega
The structure, competences and operation of the Executive Committee, Nomination and Remuneration 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 i) election of the Chairperson of the Board of Directors, ii) appointment of directors by cooption, iii) requests 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 committee currently consists of five (5) members, who were appointed on 4 June 2008, plus the Secretary.

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 Nomination and Remuneration Committee is a permanent body of a merely informative and advisory nature and its recommendations and reports are not binding.
The Nomination and Remuneration Committee currently consists of three (3) independent members, who were appointed on 4 June 2008, plus the Secretary.

| Nomination and Remuneration Committee | ||
|---|---|---|
| Chairperson | Jorge Santos | |
| João Lopes Raimundo | ||
| Rafael Caldeira Valverde | ||
| Secretary | Emilio García-Conde 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 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 4 June 2008, plus the Secretary.

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 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 4 June 2008, plus the Secretary.
| Audit and Control Committee | ||
|---|---|---|
| Chairperson | Joâo Manuel de Mello Franco | |
| José Silva Lopes | ||
| Francisco José Queiroz de Barros de Lacerda | ||
| Secretary | 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 may resign said positions while still remaining Company directors.
The structure, competences and functioning of the Audit and Control Committee are described in point 3.3.
EDP Renováveis has adopted the following organization chart for its management:

The EDP Renováveis management team consists of the Chief Executive Officer, four areas of responsibility (Chief Financial Officer, Chief Business Development Officer, and Chief Operating Officer for Europe and Chief Operating Officer for North America) and Company Secretary and Legal Counsel. The functions and competences of the management team, with the exception of the Chief Executive Officer, whose functions have already been described and who runs the management team, are as follows:
It is the Chief Financial Officer's job:
The job of the Chief Business Development Officer is to promote, direct and approve the development of EDP Renováveis business. In line with the strategic plan and in coordination with the other members of the management team, he must increase the value of the group's business portfolio, while watching the potential and risks 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.
It is the job of the Chief Operating Officer for Europe to coordinate the EDP Renováveis European platform in establishing, developing and implementing the EDP Renováveis group's strategic plan for the renewable energies business, drafting and implementing the strategic plan for Europe in accordance with the guidelines set by the Board of Directors of EDP Renováveis, 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 EDP Renováveis a leader in the renewable energy sector in Europe.
The Chief Operating Officer for North America is responsible for coordinating the North American platform of EDP Renováveis in establishing, developing and implementing the EDP Renováveis group's strategic plan for the renewable energies business, drafting and implementing the strategic plan for the United States, in accordance with the guidelines set by the Board of Directors of EDP Renováveis, 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 EDP Renováveis a leader in the renewable energy sector in the United States.
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 team meetings, including the circulation of its decisions.

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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.
As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.
Pursuant to Articles 10 and 19 et seq of the Articles of Association of EDP Renováveis, the Company's managing body is a Board of Directors, and there are four committees stemming from it. They are the Executive Committee, the Audit and Control Committee, the Nomination and Remuneration 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 fewer 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 Meetings in the Company's Articles of Association or applicable law. The Board is therefore expressly empowered to:
processes, judgments and proceedings, to consent to settlements, lodge all classes of appeal, including cassation and other extraordinary actions, to drop cases or settle, make concessions, submit disputes to arbitration, make all kinds of notifications and applications and grant powers to attorneys and other representatives to settle cases, with the authority for the case and those usual in general for lawsuits and special authority to grant and revoke these powers;
Regarding 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 or dates 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 13 May 2008. The regulations on the functioning of the Board are available to Company shareholders on 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 in the Company's interest. The Board of Directors held five (5) meetings during the year ended on 31 December 2009.
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. On exception, 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 writing to another Board member. 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:
Secretary of the Board of Directors, who shall be subject to the approval of the Board of Directors.
Thanks to the mechanisms set forth in the regulations, non-executive directors have encountered no difficulties in performing their duties.
In 2009, the non-executive directors were involved in the governance of EDP Renováveis 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 Nomination and Remuneration Committee, Committee on Related-Party Transactions and Audit and Control Committee, where all the members are non-executive, with the exception of the Committee on Related-Party Transactions, which has one executive director.
Pursuant to Article 27 of the Company's Articles of Association, the Executive Committee shall consist of no fewer 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 creation, 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. It has currently been delegated all the Board of Directors' powers that are delegable under the law and the articles of association legal, with the exception of: i) election of the Chairperson of the Board of Directors, ii) appointment of directors by cooption, iii) requests 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 4 June 2008 and also by the Board Regulations. The committee's regulations are available to 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 31 December 2009.
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 said meetings.
Meetings of the Executive Committee shall be 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 Nomination and Remunerations Committee shall consist of no fewer 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 and are all independent directors.
The Nomination and Remunerations Committee is made up of independent members of the Board of Directors, in compliance with Recommendation 44 of the Unified 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 27 December, which lays down that the Nomination 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 II.5.2 of the Portuguese Code of Corporate Governance.
The Nomination and Remunerations Committee is a permanent body of a merely informative and advisory nature and its recommendations and reports are not binding.
The Nomination and Remunerations Committee has no executive functions. The main functions of the Nomination and Remunerations Committee are to assist and report to the Board of Directors about appointments (including by cooption), re-elections, dismissals and remunerations of the Board and its positions, about the composition of the Board and the appointment, remuneration and dismissal of senior management personnel. The Nomination and Remunerations Committee shall also inform the Board of Directors on general remuneration policy and incentives to them and senior management. These functions include the following:
In addition to the articles of association, the Nomination and Remunerations Committee is governed by the Regulations approved on 4 June 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 2009 the main proposals made by the Nomination and Remunerations Committee were:
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.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDP Renováveis, 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:
Should the Related Party Transactions Committee not ratify business or legal relations between EDP or its related parties and EDP Renováveis 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 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 EDP Renováveis or its related parties that have standard conditions and these conditions are applied in the same way in trasactions with parties not related to EDP and EDP Renováveis nor their respective related parties.
In addition to the Articles of Association, the Related Party Transactions Committee is governed by the regulations approved on 4 June 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 2009, the Related Party Transactions Committee revised, approved and proposed to the Board of Directors the approval of all agreements and contracts between related parties submitted for 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 EDP Renováveis business.
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 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 as follows:
In addition to the Articles of Association and the law, this committee is governed by the regulations approved on 4 June 2008 and also by the Board regulations. The committee's regulations are at the shareholders' disposal on www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit. In 2009, 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 and disclosure of financial information, internal audit, internal control and risk management activities.
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 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 2009, the Audit 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, (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, (v) supervision of the quality, integrity and efficacy of the internal control system, risk management and internal auditing, (vi) reflection on the corporate governance system adopted by EDP Renováveis, (vii) analysis of the evolution of the SCIRF project, (viii) information about the whistle-blowing.
The Audit and Control Committee found no constraints during its control and supervision activities.
A report on the activities of the Audit Committee in the year ended on 31 December 2009 is available to shareholders at www.edprenovaveis.com.
Following the recommendations of the CMVM, Article 12 of the Board regulations requires at least twenty-five percent (25%) of the Board members 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:
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 137 of the Public Company 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 Board members 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 137 of the Public Company Law, the Board of Directors may co-opt people from the shareholders, who will occupy the position until the first General Meeting, which shall ratify the co-opted director. Pursuant to Article 139 of the Public Company 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 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.
EDP Renováveis has signed no contracts with the members of the corporate bodies at the close of 2009.
Regarding related party transactions, EDP Renováveis 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 EDP Renováveis subgroup.
The framework agreement was signed by EDP and EDP Renováveis on 7 May 2008 and 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 EDP Renováveis and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDP Renováveis. EDP Renováveis 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 EDP Renováveis 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 or indirectly owns more than 50% of the share capital of EDP Renováveis or appoints more than 50% of its directors.
On 4 November 2008 EDP and EDP Renováveis signed an Executive Management Services Agreement.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-to-day running of the Company. Under this agreement EDP appoints four people to form EDPR's Executive Committee, for which EDP Renováveis pays EDP an amount for the services rendered. Until 30 of April of 2009 the CEO remuneration was also covered by this contract.
Under this contract, EDP Renováveis is due to pay an amount of EUR 1,453,441.23 for management services rendered by EDP through 2009.
The initial term of the contract is 18 March 2011.
The finance agreements between EDP Group companies and EDP Renovaveis Group companies were established under the above described Framework Agreement and currently include the following:
EDP Renovaveis (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 both in EUR and USD, usually have a 10-year tenor and are remunerated at rates set on arm's length basis. As at 31st December 2009, such loan agreements totalled EUR 822,918,847.72 and USD 1,884,481,823.97.
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 EDP Renovaveis, Nuevas Energias de Ocidente 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.
EDP Renováveis will be jointly liable for compliance by EDPR EU and EDPR NA.
The subsidiaries of EDP Renováveis 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 arm'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 say subsidiary.
EDP Sucursal and EDP Renovaveis signed an agreement through which EDP Sucursal manages EDP Renovaveis`s cash accounts. The agreement also regulates a current account between both companies, remunerated on arm's length basis. As at 31st December 2009, the current account had a balance of EUR 35,042,724.62 in favour of EDP Renováveis.
The agreement is valid for one year as of date of signing and is automatically renewable for equal periods.
In order to manage its US\$ cash surplus, at 31st December 2009 EDP Renováveis had two short term deposits placed with EDP Finance BV in the total amount of US\$ 370,675,000.00. The two short term deposits mature on January 2010.
Due to the net investment in EDPR NA, the company and Group accounts of EDP Renováveis and the accounts of EDP Sucursal, 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 Euros, between EDP Sucursal and EDP Renováveis for a total amount of USD 2,632,613.00.
EDP Sucursal and EDP Renováveis 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 31, 2009, a total amount of EUR 87,660,918.51 remained outstanding.
EDP and EDPR EU entered into several hedge agreements related with the expected sales of energy in the Spanish market and due between March 2009 and December 2010 for a total volume of 3,357 MWh (1,991 MWh regard 2009 hedged generation and for 1,366 MWh regard 2010 hedged generation) at market forward prices in each contract.
On May 14, 2008, EDP and EDP Renováveis 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, EDP Renováveis 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 2009 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 EDP Renováveis. EDP may also terminate the agreement in case of non-payment or breach of contract.
The licensing agreement is restricted by the terms of the framework agreement.
On June 4, 2008, EDP and EDP Renováveis 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 2009 the estimated cost of these services is EUR 2,781,506.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
On May 13, 2008, EDP Inovação, S.A. (hereinafter EDP Inovação), an EDP Group company, and EDP Renováveis signed an 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 exchange of knowledge between companies and the establishment 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 EDP exercises its option to undertake them.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or appoints the majority of the members of the Board and Executive Committee of the parties to the agreement.
On January 1, 2003, Enernova – Novas Energias, S.A. (hereinafter Enernova), leader of the EDP Renováveis 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 Enernova 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 Enernova and its subsidiaries for the services provided in 2009 totaled EUR 748,634.81.
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 1, 2008.
Either party may renounce the contract with one (1) year's notice.
Along with the maintenance of the traditional mechanisms related to the control process of preparing financial information (based in the definition of functions and responsibilities, implementation of support systems, decision workflows and communication of accounting
criteria, internal supervision, supervision by the Audit and Control Committee and in the execution of financial audits by an external and independent firm), EDP Renováveis Group decided to implement an Internal Control System over Financial Reporting (ICSFR) following the COSO (Committee of Sponsoring Organizations) framework, international reference in this subject.
This system, implemented in the European platform and in process of implementation in the American platform, includes description, detailed documentation and evaluation of control at a process level relevant for the financial reporting and at Entity Level Control's level.
In line with this decision, during 2009 were developed the inherent activities for the updating of the scope, extension to new geographies and to the organization in general, as well as the activities related to the executive level responsibilities in terms of maintenance, controls execution and global conformity certification by means of an auto-certification.
With respect to the American platform, the implementation of the Internal Control System started in 2009, and its documentation and systematization will be revised in 2010, after SAP software implementation in the financial areas.
In 2009, the Executive Committee approved the Model of Responsibilities of the Internal Control System, applicable to the group. The Model describes the main functions and responsibility levels to guarantee the commitment of the organization and an adequate effectiveness of the system.
The Audit and Control Committee supervises the whole process and makes a continuous follow-up of its development and of the evolution of the items in need for remedy identified during the evaluation.
The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:
Remuneration for electricity sold by EDP Renováveis wind farms depends, in part, on 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, the technological mix of installed generation capacity and user demand. Therefore, a decline in market prices below anticipated levels could have a material adverse effect on EDP Renováveis' business, financial condition or results of operations. 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 the company may face other difficulties in executing the hedging strategy.
As of December 31, 2009, 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 the remaining countries, prices are mainly determined through regulated tariffs (France and Portugal) or managed through long-term power purchase agreements (Brazil, Poland, and Belgium).
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 of selling this electricity through regulated tariffs, guaranteeing minimum prices. In 2009 the company closed a hedge in order to mitigate the effect of pool price fluctuations.
The development and profitability of renewable energy projects is dependent on policies and regulatory frameworks that support such development. The jurisdictions in which EDP Renováveis operates provide various 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 U.S. federal and state bodies have regularly reaffirmed their desire 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, agreed in December 2008, requires each member state to increase its share of renewable energy in the bloc's energy mix to raise the overall share from 5.5% level in 2005 to 20% in 2020. Additionally EU countries have interim targets in order to ensure a steady progress towards it 2020 target. For these reason they must present national action plans (NAPs) based on the indicative trajectories to the European Commission by 30 June 2010, followed by progress reports submitted every two years. Therefore, EU countries must have short and long term renewables strategies which will be monitored and tracked by the EU authorities.
US, on the contrary, has not mandatory energy targets at a federal level. However, under the Obama Administration, renewables 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.
Nevertheless, it cannot be guaranteed that support will be maintained or than the electricity produced by future renewable energy projects will benefit from statutory purchase obligations, tax incentives, or other support measures for the generation of electricity from renewable energy sources
EDP Renováveis belongs to the most prestigious wind energy associations, both at national and international level. EDP Renováveis is member of "La Asociación Empresarial Eólica" (Spain), "APREN" -Associação Portuguesa de Produtores de Energia Eléctrica de Fontes Renováveis- (Portugal), Le Syndicat des Energies Renouvelables (France), ANEV (Italy), BWEA (UK) and PIGEO (Poland). In the US, EDP Renováveis participates in the following wind associations: AWEA (American Wind Energy Association), Wind on the Wires (Mid West) and CEERT (California). At an international level, EDP Renováveis belongs to the EWEA (European Wind Energy Association), which is today the biggest wind energy network.
Being an active member in all these associations allows EDP Renováveis to keep abreast of any regulatory change, and represent wind energy sector's interests when required by the governments.
EDP Renováveis business is focused on the production of electricity from renewable energy sources. The amount of energy generated by, and the profitability of wind farms is dependent on climatic conditions, which vary across the locations of the wind farms, the seasons and years. Because turbines will only operate when wind speeds fall within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside or towards the lower end of these ranges, energy output at wind farms would decline.
Variation 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 results of operations. Furthermore, a sustained decline in wind conditions could lead to reductions in operational efficiency, energy production and profitability.
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 farm in each country. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady.
Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.
EDP Renováveis is not highly exposed to this risk as its large volume limits the availability risk as economies of scale protect the company against unforeseen events. Nevertheless, EDP Renováveis mitigates the wind turbine performance risk by implementing the following measures.
Firstly, EDP Renováveis mitigates wind turbine performance 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 guarantee.
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 guarantee 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 mitigated with an adequate 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 signed with the turbine supplier.
Finally, EDP Renováveis has in place a LEAN Project. LEAN is a continuous improvement program that aims to achieve the following:
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.
Wind farms are subject to strict international, national, state, regional and local regulations relating to the development, construction, licensing and operation of power plants. Among other things, these 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 possibility of obtaining such permits. If authorities do not grant these permits or they do so with delays or with restrictions, such actions could have a material adverse effect on the business
Permitting risk is mitigated by the fact that EDP Renováveis in present in different countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, US and Brazil. Additionally, the company has a large pipeline of projects that provide a "buffer" to overcome potential problems in the development of other projects, ensuring the growth targets.
Finally, EDP Renováveis mitigates development risk creating partnerships with local partners.
Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:
Last 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 creating a more favourable scenario for EDP Renováveis. The company is exploring the possibility to contract part of its expected turbine supply needs in this favourable situation.
EDP Renováveis uses a large mix of turbine supplier in order to reduce its dependency on any one supplier. At present EDP Renováveis is one of the generators with a more diversify portfolio, being Vestas and Gamesa the most important suppliers. 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. The next chart represents the share of EDP Renováveis current installed turbines plus contracted ones until 2010.
EDP Renováveis has traditionally been securing its wind turbines by establishing long-term flexible agreements with several major turbine vendors. Frame agreements enabled EDP Renováveis to have available turbine when needed, but in the current context, they could prevent the company to capture the drop in turbine prices. For this reason EDP Renováveis is renegotiating frame agreements as well as negotiating more flexible agreements for the next years. By monitoring market trends, EDP Renováveis can reach these agreements with suppliers when market conditions are favourable. Additionally, when contracting large volumes, EDP Renováveis can obtain better prices and conditions that mitigate the effect of general increases in assets prices.
EDP Renováveis is exposed to fluctuations in interest rates as result of financing, operations in particular, financing by means shareholder loans from the EDP Group and financing from institutional investors in connection with its Partnerships Structures in the case of the US operations, as well as, project financing and third party loan financing from entities outside the EDP Group. This risk can be mitigated using hedging instruments, including interest rate swaps, but it cannot be guaranteed that the hedging efforts will operate successfully.
Finally, 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 with the EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rates and foreign exchange rates risks on its financial performance.
The execution of financial risks management of EDP Renováveis Group is undertaken by the Financial Department of EDP, in accordance with the policies approved by the Board of Directors of EDP Renováveis. The Financial Department identifies, evaluates and submits to the Board for approval, 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.
The Group'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, the Group contracts interest-rate derivative financial instruments to hedge cash flows
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associated with future interest payments, which have the effect of converting floating-interest rate loans into fixed-interest rate loans.
The EDP Renováveis Group has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. The EDP Group's Financial Department undertakes sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations.
The Group 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.
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 the Group consists of undertaking derivative financial instruments for the purpose of hedging foreign exchange risks with characteristics similar to those of the hedged item. The operations are revalued and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that gave rise to them is evaluated.
Counterparty risk is the risk that the other party in an agreement will default, either due to temporary liquidity issues or longer term systemic issues.
The EDP Renováveis Group 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, therefore, it cannot be considered that there is 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 limited average collection 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 terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account 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 the Group will not be able to meet its financial obligations as they fall due.
The Group 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 unacceptable losses or risking damage to the Group's reputation.
Given the current condition of the debt market, it could be difficult to cover the financial requirements needed to carry out the Group'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.
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.
The Audit and Control Committee remains in contact with the auditors 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 for in legislation on audits and in auditing standards in effect at any time.
The auditor appointed by EDP Renováveis at the moment is KPMG Auditores S.L.
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 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.
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 EDP Renováveis 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.
EDP Renováveis creation of this channel for whistle-blowing on irregularities in financial and accounting practices is essentially intended:
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. S/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 Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2009 there were no communications regarding any irregularity in EDP Renováveis.
The General Meeting of Shareholders is the Company's highest governing body and is a meeting of shareholders 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 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.
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. EDP Renováveis therefore does not even establish the need to block shares as a requirement for shareholders to participate in 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, EDP Renováveis plans to adopt Recommendation I.2.2 of the 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 EDP Renováveis 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 on www.edprenovaveis.com.
Both ordinary and extraordinary General Meetings are validly constituted when first called to order if the shareholders present or represented own at least thirty-three percent (33%) of the subscribed capital with voting rights and when called to order a second time if the shareholders present or represented own at least twenty-five (25%) of the subscribed capital with voting rights.
Nonetheless, for ordinary or extraordinary General Meetings to be able to pass valid decisions on the issue of bonds, increases or reductions in share capital, conversion, merger or split of the Company and, in general, any amendments to the Articles of Association, shareholders representing fifty percent (50%) of the subscribed capital with voting rights must be present or represented when the meeting is first called to order and thirty-three percent (33%) of the subscribed capital with voting rights when the meeting is called to order a second time.
An ordinary or extraordinary General Meeting shall adopt its decisions by simple majority of votes of shares with voting rights present or represented. Nonetheless, for the decisions referred to in the previous paragraph, when shareholders representing less than fifty percent (50%) the subscribed capital with voting rights are present or represented, decisions may only be validly adopted with a vote in favor of two-thirds (2/3) of the capital with voting rights present or represented at the meeting.
On the 24th of February 2010, the Board of Directors approved to propose to the next General Meeting a modification of the Article 17 of the Articles of Association to establish the quorums require by Law.
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 s/he 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 Luso-American Development Foundation, Rua do Sacramento à Lapa, 21, 1249-090 Lisbon.
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 EDP Renováveis has the appropriate human and logistical resources for his needs, considering the economic situation of EDP Renováveis, in that, in addition to the resources from the Company Secretary and the legal support provided for the purpose, the Company hires a specialised entity to collect, process and count votes.
In 2009, the remuneration of the Chairperson of the General Meeting of EDP Renováveis was EUR 15,000
Given that EDP Renováveis has been a listed company since 4 June 2008 with its shares admitted to trading on Eurolist by Euronext Lisbon, shareholders have access to corporate governance information on 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. The publishing of the minutes will begin after the first General Meeting held after the Company's admission to trading.
Given the personal nature of the information involved, the history does not include attendance lists at general meetings, although, in accordance with CMVM Circular no. 156/EMIT/DMEI/2009/515, when General Meetings are held, EDP Renováveis plans to replace them by statistical information indicating the number of shareholders present and distinguishing between the number of physical presences by mail.
EDP Renováveis considers that materially relevant information to investors does not include all the content of the minutes. Indeed, their publication in full could be used for purposes unrelated to the interest of the company, shareholders, investors and the market in general.
EDP Renováveis 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 EDP Renováveis 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 EDP Renováveis. 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 I.6.1 of the CMVM Code of Corporate Governance.
On the other hand, EDP Renováveis 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 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 a change in control of the Company.
Pursuant to Article 26 of the Company's Articles of Association, the remuneration of the members of its Board of Directors shall consist of a fixed amount to be determined by the General Meeting for the whole Board 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 Nomination and Remunerations Committee is responsible for proposing to the Board of Directors, albeit 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 also may 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 Nomination and Remunerations Committee.
The maximum remuneration approved by the General Meeting of Shareholders for 2009 for all the members of the Board of Directors is EUR 2,500,000.
Although 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 activity of EDP Renováveis) are not remunerated and so in 2009 the remuneration paid directly by EDP Renováveis to these directors was zero.
This corporate governance practice for remuneration is in line with the model adopted by the EDP Group, in which 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, EDP Renováveis has signed an Executive Management Services Agreement with EDP, under which the Company bears a cost for the provision of said services corresponding to the remuneration defined for the executive members of the Board of Directors.
The fees in the management service contract are divided into a fixed and a variable component. The variable component is divided into an annual and a multi-annual dimension, each of which is calculated on the basis of shareholders' return, ability to create value, increases in installed capacity (MW), growth in net profits and EBITDA.
The remuneration of the CEO has a fixed and a variable component. The variable part is divided into an annual and a multi-annual dimension, each of which is calculated on the basis of shareholders' return, ability to create value, increases in installed capacity (MW), growth in net profits and EBITDA.
On the other hand, the non-executive directors only receive fixed remuneration, which is calculated on the basis of their work exclusively as directors or cumulatively with their membership of the Nomination and Remunerations Committee, Related Party Transactions Committee and the Audit and Control Committee.
EDP Renováveis has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its directors.
The remuneration of the members of the Board of Directors for the year ended on 31 December 2009 was as follows:
| Euros | ||||
|---|---|---|---|---|
| Variable | ||||
| Remuneration | Fixed | Annual | Multi-annual | Total |
| Executive Directors | ||||
| António Mexia* | 0 | 0 | 0 | 0 |
| Ana Maria Fernandes (CEO)* * | 246,857 | 0 | 0 | 246,857 |
| Antonio Martins da Costa* | 0 | 0 | 0 | 0 |
| Nuno Alves* | 0 | 0 | 0 | 0 |
| João Manso Neto* | 0 | 0 | 0 | 0 |
| Non- Executive Directors | ||||
| José Silv a Lopes | 60,000 | 0 | 0 | 60,000 |
| António Nogueira Leite | 60,000 | 0 | 0 | 60,000 |
| Rafael Caldeira Valv erde | 55,000 | 0 | 0 | 55,000 |
| José Araújo e Silva | 0 | 0 | 0 | 0 |
| Manuel Menéndez | ||||
| Menéndez | 0 | 0 | 0 | 0 |
| Jorge Santos | 60,000 | 0 | 0 | 60,000 |
| Francisco José Queiroz de | ||||
| Barros de Lacerda | 60,000 | 0 | 0 | 60,000 |
| João Manuel de Mello | ||||
| Franco | 80,000 | 0 | 0 | 80,000 |
| João Lopes Raimundo | 55,000 | 0 | 0 | 55,000 |
| Daniel M. Kammen | 45,000 | 0 | 0 | 45,000 |
| Gilles August | 33,750 | 0 | 0 | 33,750 |
| Total | 755,607 | 0 | 0 | 755,607 |
* With exception of the CEO, the members of the Executive Committee have not received any remuneration from EDP Renováveis. Nonetheless EDP Renováveis has entered in an Executive Management Services Agreement with EDP pursuant to which EDP Renováveis is due to pay to EDP an amount of EUR 884,481 for the services rendered by EDP in 2009.
** The amount refers to the period between May and December 2009. Through the Executive Management Services Agreement, EDP Renováveis is due to pay EDP an additional amount of EUR 568,960 that includes fixed remuneration related to the period from January to April and variable remuneration related with 2008.
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 | ||||
|---|---|---|---|---|
| Variable | ||||
| Remuneration | Fixed | Annual | Multi-annual | Total |
| Management Team | ||||
| Management Team | 928,315 | 550,000 | 163,359 | 1,641,674 |
The Nomination and Remuneration Committee appointed by the Board of Directors is responsible for defining the draft remuneration policy for the members of the Board of Directors. This committee defined the directors' remuneration and sought to ensure that it reflected the performance of all members in each year (variable annual remuneration) and their performance throughout their terms of office by means of a variable component consistent with the maximization of the Company's long-term performance (multi-annual variable remuneration). This is intended to ensure alignment of the Board of Directors' behaviour with the shareholders' interests. A statement on remuneration policy will be submitted to the next General Meeting, for appreciation as a separate point on the agenda of a consultative nature. It is currently in force (with no alterations), on the following terms:
Fixed remuneration for the CEO is EUR 384,000 gross annual salary and will be determined for the remaining members on terms fixed by the EDP Group.
Variable annual remuneration for each Executive Committee member may vary between 0% and 100% of their gross, fixed, annual remuneration. It only comes into effect if at least 90% of the strategic goals have been met. The amount is determined on the basis of the following indicators on each year of their term: relative performance of total shareholder return of EDP Renováveis vs. Eurostoxx Utilities, PSI-20 and Iberdrola Renováveis 2009, real capacity to generate shareholder value at EDP Renováveis, increase in installed capacity (MW), growth in net profits and EDP Renováveis EBITDA in 2009.
Multi-annual variable remuneration for all members of the Executive Committee may total from 0% to 100% of their gross tri-annual remuneration and is based on an accumulated annual evaluation of the directors' performance in achieving economic sustainability for the EDP Renováveis Group. Although this multi-annual remuneration is calculated annually, it only comes into effect at the end of their term of office if at least 90% of the strategic goals have been met. This is assessed on the basis of performance and a comparison with strategic benchmarks. In fact, the factors used to calculate the remuneration component are the relative performance of the EDP Renováveis Group's market capitalisation vs. Eurostoxx Utilities and PSI-20 during the term, the EDP Renováveis Group's capacity to create value, the performance of the Sustainability Index applied to EDP Renováveis (DJSI method), the EDP Renováveis Group's image in the national and international markets (through brand audit and surveys), its capacity to change and adapt to new market requirements (through surveys), fulfilment of strategic national and international targets and the EDP Renováveis Group's EBITDA margin vs. Eurostoxx Utilities during their term.
The time period considered for determining the multi-annual dimension of the component of their remuneration (3 years), the use of qualitative criteria aimed at a strategic, medium-term perspective in the Company's development, the existence of a cap on variable remuneration and the relative weight of this component on total remuneration are decisive factors in fostering management performance that does not focus solely on short-term objectives but includes the medium and long term interests of the Company and its shareholders.
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 substantial non-monetary benefits as remuneration.
The Board of Directors is responsible for fixing managers' remuneration policy (as understood in Article 248-B(3) of the Securities Code) who do not belong to the governing or supervisory bodies.
The Board will therefore submit the managers' remuneration policy to the next General Meeting for appreciation. It is based on the following factors:
The General Meeting is responsible for appointing the Board of Directors, which appoints the Nomination and Remuneration Committee, which is responsible for submitting the statement on remuneration policy for the Company's corporate bodies.
The General Meeting's duties include appraising the above mentioned statement.
Pursuant to Article 95 of the Public Company Law, the General Meeting is also required to evaluate the performance of the corporate public bodies and make an annual decision as whether to maintain confidence in their members.
All the members of the Nomination and Remuneration Committee will be present or represented at the first General Meeting of Shareholders of EDP Renováveis.
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 31 December 2009, the fees to KPMG Auditores, S.L. for auditing of the annual accounts, guarantee and reliability services, tax advisory and other services unrelated to audits are as follows:
| € | |||||
|---|---|---|---|---|---|
| Countries | Auditing and Legal Revision of accounts |
Relaiability guarantee services |
Tax consultancy services |
Other services different from Auditing and Legal Revision of Accounts |
Total |
| PORTUGAL | 166,200 | - | - | - | 166,200 |
| ESPANHA | 687,597 | 99,813 | 331,491 | - | 1,118,901 |
| BRASIL | 35,824 | 35,824 | |||
| BRL 99.700 | - | - | - | ||
| EUA | 694,403 | 208,680 | 659,214 | 1,562,297 | |
| USD 965.000 | USD 290.000 | USD 916.098 | |||
| OUTROS | 217,909 | 13,900 | 6,000 | 237,809 | |
| EUR 151.750 | |||||
| PLN 188.250 | PLN 28.090 | ||||
| RON 130.000 | |||||
| TOTAL | 1,801,933 | 322,393 | 996,705 | 0 | 3,121,031 |
The accounts audit services are those necessary for the issue of a legal opinion on the individual and consolidated annual accounts of the company and its subsidiaries in Spain and abroad.
The shares representing the EDP Renováveis share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on the 4 June 2008, in the largest Initial Public Offering launched in Western Europe of the year 2008.
EDP Renováveis has 872,308,162 ordinary shares, with a face value of EUR5.00 representing 100% of the share capital, admitted to trading in the NYSE Euronext Lisbon market. The free float since the IPO is 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 ISIN |
EDPR.LS EDPR PL ES0127797019 |
In 2009, EDP Renováveis' share price rose by 33%, closing the year at EUR6.63 each. In the same period, the PSI20 and the Euronext 100 increased by 33% and 25%, respectively, while the Dow Jones Eurostoxx Utilities fell 1%.


During the year 256,979,419 EDP Renováveis shares, corresponding to a turnover of approximately EUR1,676 billion were traded. On average, at Euronext Lisbon, EDP Renováveis daily trade volume was around 1 million shares per day.
EDP Renováveis ended the year with a market capitalization of EUR5.8 billion, making it the fourth largest listed company in Portugal.

2009 EDP Renováveis share price and transactions
| Capital Market Indicators | ||
|---|---|---|
| EDP Renováveis Shares in NYSE Euronext Lisbon (EUR) | 2009 | 2008 |
| Opening price* | 5.00 | 8.00 |
| Closing price | 6.63 | 5.00 |
| Peak price | 7.75 | 8.00 |
| Minimum price | 5.00 | 3.45 |
| Variation in Share Price and Reference Indices | 2009 | 2008 |
| EDP Renováveis | 33% | -37% |
| PSI20 | 33% | -51% |
| Dow Jones Eurostoxx Utilities | -1% | -38% |
| Euronext 100 | 25% | -45% |
| Liquidity of EDP Renováveis Shares in the Market | 2009 | 2008 |
| Volume in NYSE Euronext (€ million) | 1,676.0 | 1,646.0 |
| Daily average volume (€ million) | 6.4 | 11.0 |
| Number of shares traded | 256,979,419 | 215,951,049 |
| Average number of shares traded | 984,595 | 1,459,129 |
| Total shares issued | 872,308,162 | 872,308,162 |
| Number of own shares | 0 | 0 |
| EDP Renováveis Marker Value (€ million) | 2009 | 2008 |
| Market capitalization at end of period | EUR 5,783 | EUR 4,364 |
The graph below shows the evolution in EDP Renováveis prices over the year and all announcements and relevant events that may had impact on them.

Jan/09 Jan/09 Feb/09 Mar/09 Apr/09 May/09 May/09 Jun/09 Jul/09 Aug/09 Sep/09 Oct/09 Oct/09 Nov/09 Dec/09
1 20-Jan 2 17-Feb 3 26-Feb 4 18-Mar 5 14-Apr 6 22-Apr 7 6-May 8 16-Jul 9 29-Jul 10 1-Sep 11 1-Sep EDPR announces the financial results for the 1st-quarter 2009 EDPR announces provisional operating data for the 1st half 2009 EDPR announces provisional 2008 operating data EDPR announces provisional 2008 results EDPR announces provisional operating data for the 1st quarter 2009 US treasury approves EDPR's first cash grant EDPR announces the financial results for the 1st half 2009 EDPR establishes a new type of institutional partnership structure for 101 MW in the US Date Descripton Approval of key energy-related incentives in the US applicable to EDPR NA EDPR increases its presence in the Brazilian market EDPR annual shareholder meeting
The distribution of dividends is proposed by the Board of Directors or EDP Renováveis and authorized by decision of the company's General Meeting of Shareholders. As set forth in the Spanish Public Company Law, a dividend declared in each financial year may only be distributed from EDP Renováveis profits for that year or from distributable reserves and this distribution must not cause the assets of EDP Renováveis to fall below the value of the company's share capital.
As of 2011, EDP Renováveis expects to declare and pay dividends representing at least 20% of the profits for the year and to begin to do so for the financial year ending on 31 December 2010. The Board of Directors of EDP Renováveis may, if necessary, adjust this dividend policy in order to reflect changes in business strategy and capital needs, among other aspects. Any future dividends will depend on conditions at the time, including individual and consolidated net profits, earnings, the company's financial situation, availability of legally distributable funds and future prospects. As a result, no guarantee can be given that dividends will be proposed and declared in any particular year. Any dividends paid in the future may be subject to withholding of tax at source.
Provide information to actual and potential investors about the Company is a structural aspect of EDP Renováveis policy and action as a listed company. The promotion of transparent, easily accessible, high-quality information is of fundamental importance to an accurate perception of the company's strategy, financial situation, accounts, assets and significant events.
EDP Renováveis therefore seeks to provide investors with information that will help them make informed, clear, concrete investment (or divestment) decisions.
This Company positioning is demonstrated by the relative frequency with which it publishes privileged information on significant events in its activities each year.
The periodic publication of information on the company, such as the quarterly announcement of results, as required by law, is an important feature of the company's relationship with the market when it comes to the duty to inform.
EDP Renováveis considers its website a fundamental vehicle for circulating information and uses it to ensure that up-to-date information on its activities and results is always available. EDP Renováveis therefore wishes to maintain a close ongoing, transparent relationship with all market agents.
The EDP Renováveis Investor Relations Department (IRD) acts as an intermediary between the EDP Renováveis 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 EDP Renováveis 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:

Calle Serrano Galvache, nº 56 Centro Empresarial Parque Norte Edificio Encinca – 4º Floor 28033 Madrid, Spain Telephone: +34 902 830 700 Fax: +34 914 238 410 E-mail: [email protected]
The IRD reports directly to the EDP Renováveis management team through its Chief Financial Officer (CFO) and its main duties are:
During 2009, EDP Renováveis' IRD pursued its market activities, meeting with more than 450 institutional investors in Europe and the United States, surpassing the meetings held in 2008, in clear evidence of investor's high interest in the company and its strategy.
The IRD of EDP Renováveis held several events, as road shows, presentations to investors and analysts, meetings and conference calls and was as well present in several conferences to present the company and to answer queries about its activities and business environment. Along 2009, the Investor Relations Department carried out road shows in the world's main financial cities (New York, Boston, San Francisco, Chicago, Denver, Miami, London, Frankfurt, Lisbon, Edinburgh, Helsinki, Copenhagen, Paris, Geneva, Zurich, etc) and several meetings and reverse road shows were held in the company's offices in Madrid and Houston.
On each earnings announcement, EDP Renováveis' IRD promoted a conference call with webcast access, where the company's management announces the development of EDP Renováveis activities and updates futures prospects in the different business areas. On these conference calls, shareholders, investors, analysts and all the interested parties had the opportunity to discuss with EDP Renováveis' management the company's results and its future expectation and strategy, and hear from the company's management its point of view of the current issues. The Investor Relations Department also remained in permanent contact with the financial analysts who evaluate the company and with all shareholders and investors by mail, phone or face-to-face meetings.
As required by CMVM regulations, EDP Renováveis provides all legal and corporate governance information on its website (www.edprenovaveis.com). The company website also carries updates on developments in the Group's activity and financial and operational data to ensure that shareholders, financial analysts and others have easy access to information. This online information includes data on reports on accounts, announcements of relevant events, the articles of association with its modifications, internal regulations of corporate bodies, Group's shareholder structure, preparatory documentation for each General Meeting, fluctuations in EDP Renováveis share prices and other information of potential interest on the Group.
This information also includes data on the company, such as its name, status as a listed company, registered office, articles of association, regulations governing the management and supervisory bodies, names of the members of the corporate bodies and the market relations representative. Contact details for the Investor Relations Department, its functions, financial statements and a calendar of company events are also available.
EDP Renováveis posts on its website invitations to the General Meeting and proposals for discussion and voting at the meeting.
EDP Renováveis also publishes online the annual report on the work of the Audit Committee. The table below summarises the information posted on the website and in which languages used.
| Portuguese | English | Spanish | |
|---|---|---|---|
| Identification of the company | √ | √ | √ |
| Financial statements | √ | √ | √ |
| Regulations of the management and supervisory bodies |
√ | √ | √ |
| Audit Committee Annual report | √ | √ | √ |
| Investor Relations Department - functions and contact details |
√ | √ | √ |
| Articles of association | √ | √ | √ |
| Calendar of company events | √ | √ | √ |
| Invitation to General Meeting | √ | √ | √ |
| Proposal submitted for discussion and voting at General Meetings |
√ | √ | √ |
| Minutes of the General Shareholders' Meeting |
√ | √ | √ |
| Name | Positions |
|---|---|
| António Mexia | |
| CEO of EDP-Energias de Portugal, S.A. | |
| Ana Maria Fernandes | |
| Member of the Board of Directors of EDP-Energias de Portugal, SA | |
| António Martins da Costa | |
| CEO and Vice-Chairperson of EDP Energias do Brasil, SA | |
| CEO and Chaiperson of Horizon Wind Energy LLC | |
| Nuno Alves | Member of the Board of EDP-Energias de Portugal, SA |
| Director of the Foreign Exchange and Capital Division of Millennium BCP Investimento | |
| Member of the Executive Board of Directors of EDP-Energias de Portugal, SA (CFO) | |
| João Manso Neto | |
| Chairperson of the Executive Committee of EDP Produção | |
| CEO Vice-Chairperson of Hidroeléctrica del Cantábrico, SA | |
| Member of the Executive Board of Directors of EDP-Energias de Portugal, SA | |
| José Silva Lopes | |
| Chairperson of the Board of Directors Montepio Geral | |
| António Nogueira Leite | Board Member of the Institituto Português de Relações Internacionais, UNL |
| Director of Reditus, SGPS, SA | |
| Managing 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 | |
| Director of Brisa, SA | |
| Director of Efacec Capital, SGPS, SA | |
| Director of Comitur, SGPS, SA | |
| Director of Comitur Imoboiliária, SA | |
| Director of Expocomitur-Promoções e Gestão Imobiliária, SA | |
| Director of Heredade do Vale da Fonte-Sociedade Agricola, Turística e Imobiliária, SA | |
| Director of Sociedade Imobiliária e Turística do Cojo, SA | |
| Director of Sociedade Imobiliária da Rua das Flores, nº 59, SA | |
| Director of José de Mello Saúde, SGPS, SA | |
| Vice-Chairperson of the Advisory Board do Banif Banco de Investimentos | |
| Chairperson of the Board General y de Supervisión de Opex, SA | |
| Member of the Advisory Board of IGCP | |
| Rafael Caldeira Valverde | Vice-Chairperson of Fórum para a Competitividade |
| Vice-Chairperson of the Board of Directors Banco Espirito Santo de Investimento, SA | |
| Member of the Executive Committee of Banco Espirito Santo de Investimento, SA | |
| José Araujo e Silva | |
| Director of Corticeira Amorim, SGPS, SA | |
| Member of the Executive Committee of Corticeira, SGPS, SA | |
| Member of the Board of Directors of Caixa Geral de Depósitos | |
| Manuel Menéndez Menéndez | |
| Member of the Board of Directors of EDP-Energias de Portugal, SA | |
| Chairperson of Cajastur Chairperson of Hidroeléctrica del Cantábrico, SA |
|
| Chairperson of Naturgas Energía, SA | |
| Member of the Board of Directors of Nuevas Energías de Occidente, SL | |
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |
| Member of the Board of Confederación Española de Cajas de Ahorro | |
| Member of the Board of UNESA | |
| Jorge Santos | |
| Full Profesor of Economics at Instituto Superior de Economia e Gestão, da Universidade Técnica | |
| Member of the Assembly of Representatives of Instituto Superior de Económica y Gestión de la | |
| Coordinator of the PhD course in Economics at ISEG Member of the Assembly of Representatives at Instituto Superior de Económica e Gestiao da |
|
| Lacerda | |
| Member of the Board of Banco Comercial Português, SA | |
| Member of the Board Mague-SPGS, SA | |
| João Manuel de Mello Franco | |
| Director of Portugal Telecom SGPS, SA | |
| Chairperson of the Audit Committee of Portugal Telecom SGPS, SA | |
| Member of the Remunerations Committee of Portugal Telecom SGPS, SA | |
| João Lopes Raimundo | Chairperson of the Corporate Governance Committee of Portugal Telecom SGPS, SA |
| Chairperson of the Board of Banque BCP (Luxemburgo) | |
| Chairperson of the Board of Directors of Banque BCP (Francia) | |
| Member of the Board of Banque Orive BCP (Suiza) | |
| Managing Director ofl Banco Comercial Português | |
| Vice-Chairperson of the Board of Millenniun Angola | |
| Member of the Board of Banco Millennium BCP de Investimiento | |
| Daniel M. Kammen | |
| Founding Directors Renewable and Appropiate Energy Laboratory (RAEL) de la Universidad de | |
| Lecturer in Nuclear Energy at the University of California, Berkeley Lecturer in the Energy and Resources Group at University of California, Berkeley |
|
| Lecturer in public policy at Goldman School of Public Policy at University of Calirfornia, Berkeley | |
| Codirector of thel Berkeley Institute of the Environment | |
| Member of the Executive Committee of Energy Biosciences Institute | |
| Gilles August | |
| Co-founder of August & Debouzy . He now manages the firm's corporate department. |
| Nombre | Funciones |
|---|---|
| António Mexia | |
| N/A | |
| Ana Maria Fernandes | |
| N/A | |
| António Martins da Costa | |
| N/A | |
| Nuno Alves | |
| N/A | |
| João Manso Neto | |
| N/A | |
| José Silva Lopes | |
| Chairperson of the Board of Directors of Montepio Geral | |
| António Nogueira Leite | |
| Board Member of the Institituto Português de Relações Internacionais, UNL | |
| Director of Reditus, SGPS, SA | |
| Managing 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 | |
| Director of Brisa, SA | |
| Director of Efacec Capital, SGPS, SA | |
| Director of Comitur, SGPS, SA | |
| Director of Comitur Imoboiliária, SA | |
| Director of Expocomitur-Promoções e Gestão Imobiliária, SA | |
| Director of Heredade do Vale da Fonte-Sociedade Agricola, Turística e Imobiliária, SA | |
| Director of Sociedade Imobiliária e Turística do Cojo, SA | |
| Director of Sociedade Imobiliária da Rua das Flores, nº 59, SA | |
| Director of José de Mello Saúde, SGPS, SA | |
| Vice-Chairperson of the Advisory Board do Banif Banco de Investimentos | |
| Chairperson of the Board General y de Supervisión de Opex, SA | |
| Member of the Advisory Board of IGCP | |
| Vice-Chairperson of Fórum para a Competitividade | |
| Rafael Caldeira Valverde | |
| Vice-Chairperson of the Board of Directors Banco Espírito Santo de Investimento, SA | |
| Member of the Executive Committee of Banco Espírito Santo de Investimento, SA | |
| José Araujo e Silva | |
| Director of Corticeira Amorim, SGPS, SA | |
| Member of the Executive Committee of Corticeira, SGPS, SA | |
| Member of the Board of Directors of Caixa Geral de Depositos | |
| Manuel Menéndez Menéndez | |
| Chairperson of Cajastur | |
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |
| Member of the Board of Confederación Española de Cajas de Ahorro | |
| Member of the Board of UNESA | |
| Jorge Santos | |
| Full Profesor of Economics at Instituto Superior de Economia e Gestão, da Universidade Técnica de Lisboa | |
| Member of the Assembly of Representatives of Instituto Superior de Económica y Gestión de la Universidad Técnica de | |
| Coordinator of the PhD course in Economics at ISEG | |
| Member of the Assembly of Representatives at Instituto Superior de Económica e Gestao da Universidade Técnica de | |
| Francisco José Qeuiroz de Barros de | |
| Lacerda | |
| Miembro del Consejo de Mague-SPGS, SA | |
| João Manuel de Mello Franco | |
| Director of Portugal Telecom SGPS, SA | |
| Chairperson of the Audit Committee of Portugal Telecom SGPS, SA | |
| Member of the Remunerations Committee of Portugal Telecom SGPS, SA | |
| Chairperson of the Corporate Governance Committee of Portugal Telecom SGPS, SA | |
| João Lopes Raimundo | |
| Vice-Chairman and CEO of Banco Millennium BCP, North America | |
| Daniel M. Kammen | |
| Founding Directors Renewable and Appropiate Energy Laboratory (RAEL) de la Universidad de California, Berkeley | |
| Lecturer in Nuclear Energy at the University of California, Berkeley | |
| Lecturer in the Energy and Resources Group at University of California, Berkeley | |
| Lecturer in public policy at Goldman School of Public Policy at University of Calirfornia, Berkeley | |
| Codirector of thel Berkeley Institute of the Environment | |
| Member of the Executive Committee of Energy Biosciences Institute | |
| Gilles August | |
| Co-founder of August & Debouzy . He now manages the firm's corporate department. |
| António Mexia | Nuno Alves | Ana Maria Fernandes |
António Martins da Costa |
João Manso Neto | Manuel Ménendez Menéndez |
|
|---|---|---|---|---|---|---|
| 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 Comerciais, S.A. | Chairperson of the | |||||
| EDP—Imobiliária e Participações, S.A. | Board of Directors | |||||
| Chairperson of the Board of Directors |
||||||
| EDP Valor—Gestão Integrada de Serviços, S.A. | Chairperson of the Board of Directors |
|||||
| Sãvida—Medicina Apoiada, S.A. | Chairperson of the Board of Directors |
|||||
| SCS—Serviços Complementares de Saúde, S.A. | ||||||
| Energia RE S.A. | Chairperson of the Board of Directors |
|||||
| Chairperson of the Board of Directors |
||||||
| Hidroeléctrica del Cantábrico, S.A. | Director | Director | Vice-Chairperson and CEO of the Board of Directors |
Chairperson 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. | Chairperson of the Board of Directors |
|||||
| EDP Gás III, SGPS, S.A. | Chairperson of the | |||||
| EDP Gás II, SGPS, S.A. (ex-NQF Gás, SGPS, S.A.) | Board of Directors | |||||
| Chairperson of the Board of Directors |
||||||
| EDP Gás—SGPS, S.A. | Chairperson of the Board of Directors |
|||||
| EDP Internacional, S.A. | Chairperson of the Board of Directors |
|||||
| Horizon Wind Energy, LLC | ||||||
| Director | Director | Chairperson of the Board of Directors |
||||
| Nuevas Energias de Occidente, S.L. | Chairperson of the Board of Directors |
Director | ||||
| Balwerk - Consultadoria Económica e Participações, Sociedade Unipessoal, Lda. |
Manager | |||||
| EDP Ásia - Investimentos e Consultoria Lda. | Chairperson of the | |||||
| EDP - Energias de Portugal Sociedade Anónima, | Board of Directors | |||||
| Sucursal en España EDP Gás.com - Comércio de Gás Natural, S.A. |
Permanent Representative |
Permanent Representative |
Permanent Representative |
Permanent Representative |
Permanent Representative |
|
| Director | ||||||
| EDP Finance BV | Representative | Representative | Representative | Representative | Representative | |
| Electricidade de Portugal Finance Company Ireland Lt. |
Director | |||||
| ENEOP – Eólicas de Portugal, S.A. | ||||||
| Chairperson of the Board of Directors |
||||||
| EDP Renováveis Brasil, S.A. | Chairperson of the Board of Directors |
|||||
| EDP Ásia - Investimentos e Consultoria Lda. | Chairperson of the Board of Directors |
|||||
| Empresa Hidroeléctrica do Guadiana, S.A. | Chairperson of the Board of Directors |
|||||
| EDP Energia Ibérica S.A. | Director |
He was born on July 12, 1957. He 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-Chairman 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 Chairman of the Board of Directors of Gás de Portugal and Transgás. In 2000 he joined Galp Energia as Vice-Chairman of the Board of Directors. From 2001 to 2004, he was the Executive Chairman of Galp Energia and Chairman of the Board of Directors of Petrogal, Gás de Portugal, Transgás and Transgás-Atlântico. In 2004, he was appointed Minister of Public Works, Transport and Communication for Portugal's 16th Constitutional Government. He also served as Chairman of the Portuguese Energy Association (APE) from 1999 to 2002, member of the Trilateral Commission from 1992 to 1998, Vice-Chairman of the Portuguese Industrial Association (AIP) and Chairman of the General Supervisory Board of Ambelis. He was also a Government representative to the EU working group for the trans-European network development.
She was born on November 1, 1962. She 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 area 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. From 2004 until 2006 she was director of the Board of Galp Energia.
Born in 1954. From 1976 to 1989, he held the position of lecturer at the Superior Engineering Institute of Porto. In 1981 he joined EDP to work in the hydro-power generation sector, a position he held until 1989. From 1989 to 2003, he held various positions in the Banco Comercial Português group, namely as an executive member of the board of directors of its insurance companies and asset management operations, as well as being a general manager of the bank. Between 1999 and 2003, he served as deputy chief executive officer and vice-president of the board of directors of PZU (Poland). In 2003 he rejoined EDP as a general manager and was appointed as chief executive officer and vice-chairman of the board of directors of EDP—Energias do Brasil, a position he held until being appointed as chief executive officer and chairman of the board of directors of Horizon in July 2007, a position he still holds. In March 2006, he was appointed as a member of the Executive Committee of EDP's Board of Directors.
He was President of the Portuguese Association of Investment Pension Funds (2003), President of the Brazilian Association of Electrical Distribution Companies (2006/2007) and Vice-President of the Portuguese Chamber of Commerce in Brazil (2005/2007).
He holds a degree in civil engineering and a master of business administration degree from the University of Oporto, has completed executive education studies at INSEAD (Fontainebleau) and AESE (University of Lisbon), and has completed the Advanced Management Programme at the Wharton School (University of Pennsylvania).
He was born on April 1, 1958. He received an undergraduate degree in Engineering and Naval Construction in 1980 and an MBA in 1985 from the University of Michigan. He began his professional career in 1988 as Supervisor in the Studies and Planning Directorate at Banco Comercial Português, where he took on the role of Sub-Director of Financial Investment in 1990. In 1991, he became Director of Investor Relations. In 1994, he became the Director of Private Retail Coordination. In 1996, he served as Director of Capital Markets for Banco CISF, the investment bank of Banco Comercial Português, and was promoted to Director of Investment Banking in 1997. In 1999, he became Chairman of the Board of Directors of CISF Dealer, where he remained until 2000, when he became Director of Millenium bcp Investimento (formerly Banco CISF), responsible for Capital Markets and Treasury of the BCP Group. He has served as Director-General of BCP from 2000 to 2006.
He was born on April 2nd, 1958. He graduated in Economics from Instituto Superior de Economia (1981) and received a post-graduate 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, member of the Board of Directors of BCP Banco de Investimento and Vice-Chairman of BIG Bank Gdansk. From 2002 to 2003, in Banco Português de Negócios, he was the Chairman of BPN Serviços ACE, Director of BPN SGPS, Director of Sociedade Lusa de Negócios and a member of the Board 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, Chairman of Genesa and Director of Naturgas Energia and OMEL.
Born in 1932. From 1969 to 1974, he was a member of the board 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 to 1975. Between 1975 and 1980, he held the position of Governor of the Bank of Portugal. Since January 2004, he has been chairman of the board of directors of Montepio Geral.
In 2003, he was awarded the Order of Grã 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 Economia e Gestão. He also has a degree in finance from the Instituto Superior de Ciências Económicas e Financeiras.
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, he was general secretary of APRITEL, and between 2000 and 2002 was a member of the board of directors of APRITEL. From 1997 to 1999, he was a director of Soporcel, S.A., between 1998 and 1999, he was a director of Papercel, S.A., and in 1999, was a director of MC Corretagem, S.A. Also in 1999, he was appointed chairman 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, he 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 consultant 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, Brisa, 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, he was Secretary of State for Treasury and Finance and Governor Substitute of the European Bank of Investments. He 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-chairman of the consultative council of Banif-Banco de Investimento, S.A., and chairman of the general and supervision council of OPEX, S.A.
He 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 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 member of the Board of Directors and the Executive Committee. In March 2005, he was appointed as vice-chairman of the board of directors of Banco Espírito Santo de Investimento, S.A. and formed part of the executive committee of the company.
He has an undergraduate degree in economics from the Instituto de Economia da Faculdade Técnica de Lisboa.
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 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-chairman 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.
He 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 1960. He has been a member of the board of directors and a member of the executive committee of each of Cajastur and Hidrocantábrico. He has been a member of the board directors, executive committee and audit and control committee of AIRTEL. He has also been a member of the board of directors of LICO Corporación and ENCE, vice-chairman of the board of SEDES, S.A. and executive chairman of Sociedade de Garantias Recíprocas de Astúrias. Currently, he is chairman of Cajastur, Hidrocantábrico and Naturgas Energia, a member of the board of NEO and Confederación Española de Cajas de Ahorros, a member of the Junta Directiva of 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. He 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 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 chairman of the Unidade de Estudos sobre a Complexidade na Economia and from 1998 to 2002 was chairman 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 co-ordinator of the masters program in economics, and since 2008, he has been a member of the representatives' assembly of Instituto Superior de Economia e Gestão of the Universidade Técnica de Lisboa (ISEG).
He has an undergraduate degree in economics from Instituto Superior de Economia, 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. Hes has been appointed as university professor (catedrático) of Universidade Técnica de Lisboa.
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-chairman of the board of directors, and, over that period, chairman 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 presently a member of the board 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.
Bborn in 1946. Between 1986 and 1989, he was a member of the management council of Tecnologia das Comunicações, Lda. Between 1989 to 1994, he was chairman of the board of directors of Telefones de Lisboa e Porto, S.A., and between 1993 to 1995 he was chairman of Associação Portuguesa para o Desenvolvimento das Comunicações. From 1994 to 1995, he was chairman of the board of directors of Companhia Portuguesa Rádio Marconi and additionally was chairman of the board of directors of Companhia Santomense de Telecomunicações e da Guiné Telecom. From 1995 to 1997, he was vice-chairman of the board of directors and chairman of the executive committee of Lisnave (Estaleiros Navais) S.A. Between 1997 and 2001, he was chairman 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-chairman of José de Mello Imobiliária SGPS, S.A., and was chairman of the boards of directors of IMOPÓLIS, 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., chairman of the audit committee since 2004, and chairman of the corporate governance committee since 2006.
He 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 1960. Between 1982 to 1985 he was senior auditor of BDO—Binder Dijker Otte Co. Between 1987 to 1990, he was director of Banco Manufactures Hanover (Portugal), S.A. and between 1990 to 1993 was a member of the boards 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 member of the board of directors 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 member of the board of BCP Leasing, BCP Factoring and Leasefactor SGPS. From 2000 to 2003, He was appointed chairman of the board of directors of Banque BCP (Luxemburg) and chairman 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 member of the board of directors of Banco Millennium BCP de Investimento, and general director of Banco Comercial Português. Mr. Lopes Raimundo is presently Vice-Chairman and CEO of the general board of Millennium BCP Bank, NA.
He 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 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 post-doctorate 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 Energy 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 to 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 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 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, Berkeley. He is also an author of several studies and has received several awards in the energy sector.
He has an undergraduate degree, a master's degree and a Ph.D. each in physics.
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 lecturersat 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 Ècole Supérieure des Sciences Economiques er Commerciales (ESSEC) in 1983.
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 Plant, 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. He presently serves as general counsel of the Company, as secretary of the Board, and is also director and/or secretary on the boards of directors of a number the Company's subsidiaries in Europe.
He holds a master's degree in law from the University of Oviedo.
| Name | Direct | Indirect | Total |
|---|---|---|---|
| António Luis Guerra Nunes Mexía | 3.880 | 320 | 4.200 |
| Ana Mª Machado Fernandes | 1.510 | 0 | 1.510 |
| Joao Manuel Manso Neto | 0 | 0 | 0 |
| Nuno María 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 |
| Joao 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 Araujo e Silva | 80 | 0 | 80 |
| Rafael Caldeira de Castel-Branco Valverde | 0 | 0 | 0 |
| António do Pranto Nogueira Leite | 0 | 0 | 0 |
| Joao José Belard da Fonseca Lopes Raimundo |
170 | 670 | 840 |
| Daniel M. Kammen | 0 | 0 | 0 |
| Manuel Menéndez Menéndez | 0 | 0 | 0 |
| Gilles August | 0 | 0 | 0 |





Financial Statements & Notes,
Management Report
EDP Renováveis Group
EDP Renováveis Group – 2009 Management Report 1 / 2
December 2009

ATTACHED – EDP RENOVÁVEIS CONSOLIDATED FINANCIAL STATEMENTS AS OF 31/DEC/2009
Made in Madrid, February 26th of 2010
EDP Renováveis, S.A.
Consolidated Annual Accounts 31 December 2009
À
| Notes | 2009 | 2008 | |
|---|---|---|---|
| (Thousands of Euros) | (Thousands of Euros) | ||
| Revenue | 6 | 648,242 | 532,429 |
| Cost of consumed electricity | 6 | -1,522 | -993 |
| Changes in inventories and cost of raw materials | |||
| and consumables used | 6 | -4,713 | -11,251 |
| 642,007 | 520,185 | ||
| Other operating income / (expenses) | |||
| Other operating income | 7 | 125,231 | 89,524 |
| Supplies and services | 8 | -148,304 | -106,947 |
| Personnel costs | 9 | -41,914 | -37,011 |
| Employee benefits expenses | 9 | -633 | -1,090 |
| Other operating expenses | 10 | -33,838 | -26,784 |
| -99,458 | -82,308 | ||
| 542,549 | 437,877 | ||
| Provisions | 183 | 806 | |
| Depreciation and amortisation expense | 11 | -314,350 | -207,764 |
| Amortisation of deferred income / Government grants | 11 | 2,403 | 696 |
| 230,785 | 231,615 | ||
| Gains / (losses) from the sale of financial financial assets |
12 | 268 | 2 363 2,363 |
| Other financial income | 13 | 35,717 | 270,901 |
| Other financial expenses | 13 | -108,151 | -348,120 |
| Share of profit of associates | 3,922 | 4,438 | |
| Profit before tax | 162,541 | 161,197 | |
| Income tax expense | 14 | -44,754 | -48,979 |
| Profit after tax | 117,787 | 112,218 | |
| Profit for the period | 117,787 | 112,218 | |
| Attributable to: | |||
| Equity holders of EDP Renováveis | 27 | 114,349 | 104,364 |
| Non controlling interest | 29 | 3,438 | 7,854 |
| Profit for the period | 117,787 | 112,218 | |
| Earnings per share basic and diluted - Euros | 27 | 0.13 | 0.16 |
| (Thousands of Euros) (Thousands of Euros) Assets Property, plant and equipment 15 8,635,011 Intangible assets 16 17,340 Goodwill 17 1,318,356 Investments in associates 18 47,609 Available for sale financial assets 19 12,630 Deferred tax assets 20 28,066 Debtors and other assets 23 129,447 Total Non-Current Assets 10,188,459 Inventories 21 11,344 Trade receivables 22 106,148 Debtors and other assets 23 337,458 Tax receivable 24 169,670 Financial assets at fair value through profit or loss 25 37,103 Cash and cash equivalents 26 443,633 Assets held for sale - Total Current Assets 1,105,356 Total Assets Total 11 293 815 11,293,815 Equity Share capital 27 4,361,541 Share premium 27 552,035 Reserves 28 25,964 Other reserves and Retained earnings 28 166,173 Consolidated net profit attributable to equity holders of the parent 114,349 Total equity attributable to equity holders of the parent 5,220,062 Non controlling interest 29 107,493 Total Equity 5,327,555 Liabilities Medium / Long term financial debt 30 2,563,171 1,376,108 Employee benefits 31 59 1,162 Provisions 32 67,085 49,698 Deferred tax liabilities 20 342,924 316,920 Trade and other payables 33 1,747,511 Total Non-Current Liabilities 4,720,750 Short term financial debt 30 110,268 86,165 Trade and other payables 33 1,098,105 648,334 Tax payable 34 37,137 Total Current Liabilities 1,245,510 |
Notes | 2009 | 2008 |
|---|---|---|---|
| 7,141,805 | |||
| 22,408 | |||
| 1,305,718 | |||
| 40,782 | |||
| 12,501 | |||
| 21,834 | |||
| 141,540 | |||
| 8,686,588 | |||
| 12,377 | |||
| 82,598 | |||
| 195,813 | |||
| 175,093 | |||
| 35,774 | |||
| 229,680 | |||
| 985 | |||
| 732,320 | |||
| 9 418 908 9,418,908 |
|||
| 4,361,541 | |||
| 552,035 | |||
| 27,595 | |||
| 61,824 | |||
| 104,364 | |||
| 5,107,359 | |||
| 91,514 | |||
| 5,198,873 | |||
| 1,695,387 | |||
| 3,439,275 | |||
| 46,261 | |||
| 780,760 | |||
| Total Liabilities 5,966,260 |
4,220,035 | ||
| Total Equity and Liabilities 11,293,815 |
9,418,908 |
| (Thousands of Euros) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| Total Equity |
Share Capital |
Share Premium |
Reserves and retained earnings |
Consolidation exchange differences reserve |
Hedging reserve |
Fair value reserve |
Equity attributable to equity holders of EDP Renováveis |
Non controlling Interests |
|
| Balance as at 31 December 2007 | 2,245,721 | 18,873 | 1,882,338 | 120,190 | -819 | 11,566 | - | 2,032,148 | 213,573 |
| Comprehensive income for the period | |||||||||
| Fair value reserve (available for sale financial assets) net of tax |
7,747 | - | - | - | - | - | 7,747 | 7,747 | - |
| Fair value reserve (cash flow hedge) net of taxes | 6,117 | - | - | - | - | 7,103 | - | 7,103 | -986 |
| Exchange differences arising on consolidation | 1,998 | - | - | - | 1,998 | - | - | 1,998 | - |
| Profit for the period | 112,218 | - | - | 104,364 | - | - | - | 104,364 | 7,854 |
| Total comprehensive income for the period | 128,080 | - | - | 104,364 | 1,998 | 7,103 | 7,747 | 121,212 | 6,868 |
| Transactions with owners recorded directly in Equity | |||||||||
| Share capital increase in kind | 180,208 | 4,718 | 175,490 | - | - | - | - | 180,208 | - |
| Share capital increase by incorporation of share premium | - | 2,057,828 | -2,057,828 | - | - | - | - | - | - |
| Share capital increase by incorporation of loans | 1,300,000 | 1,300,000 | - | - | - | - | - | 1,300,000 | - |
| Share capital increase by IPO | 1,566,726 | 980,122 | 586,604 | - | - | - | - | 1,566,726 | - |
| Expenses incurred with the IPO | -49,385 | - | -49,385 | - | - | - | - | -49,385 | - |
| Tax effect of expenses incurred with the IPO | 14,816 | - | 14,816 | - | - | - | - | 14,816 | - |
| Dividends attributable to non controlling interests | -2,740 | - | - | - | - | - | - | - | -2,740 |
| Reserves and non controlling interests arising from the acquisition of 40% of NEO |
-205,109 | - | - | -58,431 | - | - | - | -58,431 | -146,678 |
| Share capital increase in NEO Group companies | 11,320 | - | - | - | - | - | - | - | 11,320 |
| Non controliing interests decrease resulting from acquisition of additional 10% of Dessarollos Catalanes del Viento subsidiaries |
-2,479 | - | - | - | - | - | - | - | -2,479 |
| Non controlling interests arising from NEO Group companies power purchase agreements |
8,763 | - | - | - | - | - | - | - | 8,763 |
| Non controlling interests decrease resulting from acquisitions | 3,489 | 3,489 | |||||||
| Other | -537 | - | - | 65 | - | - | - | 65 | -602 |
| Balance as at 31 December 2008 | 5,198,873 | 4,361,541 | 552,035 | 166,188 | 1,179 | 18,669 | 7,747 | 5,107,359 | 91,514 |
| Comprehensive income for the period | |||||||||
| Fair value reserve (cash flow hedge) net of taxes | -2,305 | - | - | - | - | -1,934 | - | -1,934 | -371 |
| Exchange differences arising on consolidation | 249 | - | - | - | -609 | - | - | -609 | 858 |
| Actuarial gains / (losses) | -24 | - | - | -24 | - | - | - | -24 | - |
| Fair value reserve (available for sale financial assets) net of tax |
912 | - | - | - | - | - | 912 | 912 | - |
| Profit for the period | 117,787 | - | - | 114,349 | - | - | - | 114,349 | 3,438 |
| Total comprehensive income for the period | 116,619 | - | - | 114,325 | -609 | -1,934 | 912 | 112,694 | 3,925 |
| Transactions with owners recorded directly in Equity | |||||||||
| Dividends attributable to non controlling interests | -3,491 | - | - | - | - | - | - | - | -3,491 |
| Share capital increase in EDP Renovaveis Brazil | 7,997 | - | - | - | - | - | - | - | 7,997 |
| Share capital increase in NEO Group companies | 9,200 | - | - | - | - | - | - | - | 9,200 |
| Non controlling interests decrease resulting from acquisitions | -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 |
| (Thousands of Euros) | |||||
|---|---|---|---|---|---|
| 2009 | 2008 | ||||
| Equity holders of the parent |
Non controlling Interests |
Equity holders of the parent |
Non controlling Interests |
||
| Profit for the period | 114 349 | 3 438 | 104 364 | 7 854 | |
| Exchange differences arising on consolidation | -609 | 858 | 1,998 | - | |
| Fair value reserve (cash flow hedge) | -2,433 | -530 | 3,928 | -986 | |
| Fair value reserve (available for sale investments) | 912 | - | 7,747 | - | |
| Actuarial gains / (losses) | -24 | - | - | - | |
| Income tax on other comprehensive income | 499 | 159 | 3,175 | - | |
| Other comprehensive income for the period, net of income tax |
-1,655 | 487 | 16,848 | -986 | |
| Total comprehensive income for the period | 112,694 | 3,925 | 121,212 | 6,868 |
The following notes form an integral part of these Consolidated Annual Accounts
| (Thousands of Euros) | ||||
|---|---|---|---|---|
| Group | ||||
| 2009 | 2008 | |||
| Cash flows from operating activities | ||||
| Cash receipts from customers | 646,621 | 506,740 | ||
| Cash paid to suppliers | -154,183 | -114,662 | ||
| Cash paid to employees | -49,366 | -30,582 | ||
| Concession rents paid | -4,153 | -5,692 | ||
| Other receipts / (payments) relating to operating activities | -20,812 | -25,388 | ||
| 418,107 | 330,416 | |||
| Income tax received / (paid) | -25,682 | -36,573 | ||
| Net cash flows from operating activities | 392,425 | 293,843 | ||
| Continuing activities | 392,425 | 293,843 | ||
| Cash flows from investing activities | ||||
| Cash receipts resulting from: | ||||
| Proceeds from sale of financial assets | 1,795 | 16,922 | ||
| Proceeds from sale of property, plant and equipment | 2,047 | 4,512 | ||
| Other proceeds related to fixed assets | - | 6,803 | ||
| Interest received | 5,965 | 44,492 | ||
| Dividends received | 4,122 | 2,651 | ||
| 13,929 | 75,380 | |||
| Cash payments resulting from: | ||||
| Acquisition of subsidiaries (net of cash acquired) and other investments | -118,822 | -85,128 | ||
| Acquisition of property, plant and equipment | -1,729,837 -1,848,659 |
-1,919,762 -2,004,890 |
||
| Net cash flows from investing activities | -1,834,730 | -1,929,510 | ||
| Continuing activities | -1,834,730 | -1,929,510 | ||
| Cash flows from financing activities | ||||
| Receipts/ (payments) of loans | 1,199,634 | -315,854 | ||
| Interest and similar costs | -49,613 | -77,625 | ||
| Governmental cash grants received | 155,946 | |||
| Increases in capital and share premium | 20,743 | 1,538,958 | ||
| Receipts/ (payments) from derivative financial instruments | -6,390 | 13,412 | ||
| Dividends paid | -3,197 | -2,759 | ||
| Receipts from institutional partnership (Horizon) | 333,528 | 319,985 | ||
| Net cash flows from financing activities | 1,650,651 | 1,476,117 | ||
| Continuing activities | 1,650,651 | 1,476,117 | ||
| Net increase / (decrease) in cash and cash equivalents | 208,346 | -159,550 | ||
| Effect of exchange rate fluctuations on cash held | 5,607 | 738 | ||
| Cash and cash equivalents at the beginning of the period (*) | 229,680 | 388,492 | ||
| Cash and cash equivalents at the end of the period (*) | 443,633 | 229,680 |
(*) See Note 26 to the financial statements for a detailed breakdown of Cash and cash equivalents
EDP Renováveis, Sociedad Anónima (hereinafter referred to as "EDP Renováveis") was incorporated on 4 December 2007. Its main corporate objective is to engage in activities related to the electricity sector, namely the planning, construction, operation and maintenance of electricity generating power stations, especially hydroelectric, mini-hydroelectric, wind, solar, thermal solar, photovoltaic, biomass and waste plants, among others. The registered offices of the company are located in Oviedo, Spain. On 18 March 2008 EDP Renováveis was converted into a company incorporated by shares (Sociedad Anónima).
As at 31 December 2009 the share capital is held 62.02% by EDP S.A. - Sucursal en España ("EDP Branch"), 15.51% by Hidroeléctrica del Cantábrico, S.A. and 22.47% of the share capital is free-float in the Euronext Lisbon.
As at 31 December 2009, EDP Renováveis holds a 100% stake in the share capital of Nuevas Energias de Occidente, S.L. ("NEO"), a 100% stake in the share capital of Horizon Wind Energy, LLC ("Horizon") and a 55% stake in the share capital of EDP Renováveis Brasil. The holdings in NEO and Horizon were transferred to EDP Renováveis through several share capital increases in kind subscribed by EDP Branch and Hidroeléctrica del Cantábrico, S.A. The holding in Horizon was acquired by EDP Branch, on 2 July 2007, from Goldman Sachs, and was subsequently transferred to EDP Renováveis on 18 December 2007.
NEO operates through its subsidiaries located in Portugal, Spain, France, Belgium, Poland and Romania. NEO's main subsidiaries are: Enernova (wind farms in Portugal), Genesa (renewable resources electricity generation in Spain), Agrupación Eólica (wind farms in Spain and France), Greenwind (wind farms in Belgium partnership with local investors) and Relax Wind Parks (wind farms in Poland).
Horizon's main activities consist on the development, management and operation of wind farms in the United States of America.
The purpose of EDP Renováveis Brasil is to establish a new business unit to aggregate all the investments in the renewable energy market of South America.
As at 31 December 2009, EDP Renováveis and its subsidiaries ("the Group" or the "EDP Renováveis Group") had a total gross installed capacity of 6,227 MW (5,052 MW as at 31 December 2008), operating in Portugal 680 MW (553 MW as at 31 December 2008), in Spain 2,278 MW (2,109 MW as at 31 December 2008), in France 220 MW (185 MW as at 31 December 2008), in Belgium 57 MW (47 MW as at 31 December 2008), in Poland 120 MW, in the United States 2,859 MW (2,158 MW) and in Brazil 14 MW.
The Electrical Sector in Spain is regulated by Law 54 of 27 November 1997 and subsequent amendments to legislation.
Royal Decree 436 of 12 March 2004 was published on 24 March 2004 and set out the methodology to be used for updating and systematizing the legal and economic regime relating to electrical power production under the special regime, which included the generation of electricity using renewable sources of energy, cogeneration, biomass and waste. This Royal Decree replaced the former Royal Decree 2818/1998 and unified regulations applicable to special regime energies. The g ,y p y g pp p g g Royal Decree also defined a system whereby the owners of the electrical installation arwere entitled to sell the production or surplus electrical power to distributors. A regulated price was fixed for this sale, or production and surplus could be sold directly on the daily market, futures market or through a bilateral agreement, in which case a market-negotiated price would be received, plus an incentive for participation 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 regulates electrical power produced under the special regime. This Royal Decree replaces Royal Decree 436 of 12 March 2004 and updates regulations on electrical power production under the special regime, whilst maintaining the basic structure of the regulation. The economic framework set out in this Royal Decree maintains the same system of payment for power produced under the special regime, whereby the owner of the installations can opt to sell its power at a regulated price, for all the programming periods only, or sell the power directly on the daily market, futures market or through a bilateral agreement, in this case receiving the negotiated price plus a premium.
The main changes to the Royal Decree include a modification to the regulated price and premiums and the introduction of a variable premium system for certain technologies, such as wind power. The owners of wind power installations officially entering into service prior to 1 January 2008 can opt to adhere to the transitory regime established in the first transitory provision, which stipulates that the owners of this installations may maintain the prices and premiums (with some exceptions) established in the aforementioned Royal Decree until 31 December 2012.
RD 6/2009 of May 7 was approved and is aimed at eliminating the tariff deficit from 2013. Among other measures, it introduces a pre-allocation register for new renewable energy capacity for renewable-energy installations to obtain the entittlements set oit in RD 661/2007. Installations will be registered in chronological order until the government 's target is met (20.155MW) and new remuneration scheme should be approved for following projects
The decision on 19 November allowed in the register around 6 GW in wind projects and 2,4 GW in solar thermal generation capacity in one go .The entire 8,4 GW in projects registered will receive the remuneration set in RD 661/2007. Under this decision, around 1.700 MW in wind and 500MW in solar thermal generation will be allowed each year until 2012. The 15th of December the Spanish Government released the list of wind facilities included in the administrative register. Out of the 6.389 MW of wind capacity assigned by the Spanish Government, EDPR obtained 840 gross MW corresponding to 31 wind farms which represents 13% of the total allocalted capacity.
The Portuguese legal provisions applicable to the generation of electrical power based on renewable resources are currently established by Decree-Law No. 189/88 dated 27 May 1998, as amended by Decree-Law No. 168/99 dated 18 May 1999, Decree-Law No. 312/2001 dated 10 December 2001, and Decree-Law No. 339- C/2001 dated 29 December 2001. Also relevant is Decree-Law No. 33-A/2005, dated 16 February 2005 ("DL 33-A/2005"), which establishes the current amounts used in the remuneration formula applicable to energy produced by means of renewable resources and the deadlines for the application of such remuneration formula.
The main feature of the legal framework for renewable energy power generation in Portugal is that the national grid operator or the regional distribution operator must purchase all electricity produced by renewable producers who hold an operating license. The construction and operation of a wind farm depends on the allocation of a grid connection point issued by the State Energy Department (Direcção Geral de Geologia e Energia) ("DGGE"). The issue of the point of connection by the DGGE occurs upon the request of the promoters during limited periods of time set by the DGGE or by means of a public tender procedure. Award by direct negotiation is exceptional.
Decree-Law No. 225/2007 dated 31 May, establishes a set of regulations associated to renewable energies, predicted in National Strategy for Energy, and has reviewed the formula used in estimating the remuneration of electricity supply generated by renewable power stations, and delivered to the grid of National Electric System, as well as the definition of attribution procedures of available power in the same grid and deadlines to obtain the establishment license to renewable power stations.
Since July 1, 2007, the Iberian electricity financial market ("MIBEL") has been fully operational, with daily transactions from both Portugal and Spain, including a forwards market that has operated since July 2006.
Federal, state and local energy laws and regulations regulate the development, ownership, business organization and operation of electric generating facilities and the sale of electricity in the United States. All project companies within the Group in the United States operate as exempt wholesale generators ("EWGs") or qualifying facilities ("QFs") under federal law or are dually certified. In addition, most of the project companies in the United States are regulated by the Federal Energy Regulatory Commission ("FERC") and have market-based rates on file with FERC.
The federal government regulates the wholesale electric energy sale and transmission business in interstate commerce through the Federal Energy Regulatory Commission ("FERC"), which draws its jurisdiction from the Federal Power Act (the "FPA"), and from other federal legislation such as the Public Utility Regulatory Policies Act of 1978 ("PURPA 1978"), the Energy Policy Act of 1992 ("EPACT 1992") and the Energy Policy Act of 2005 ("EPACT 2005"), which, among other things, repealed and replaced the Public Utility Holding Company Act of 1935 with the Public Utility Holding Company Act of 2005 ("PUHCA 2005").
All of our project companies in the United States operate as exempt wholesale generators ("EWGs") under PUHCA 2005 or qualifying facilities under PURPA 1978. In addition, most of the project companies are regulated by FERC under Part II of the FPA and have market-based rates on file with FERC.
EWGs are owners or operators of electric generation (including producers of renewable energy, such as wind projects) that are engaged exclusively in the business of owning and/or operating generating facilities and selling electric energy at wholesale rates. An EWG cannot make retail sales of electric energy and may only own or operate the limited interconnection facilities necessary to connect its generating facility to the grid.
The Energy Policy Act of 2005 amended the FPA to grant FERC jurisdiction over all users, owners, and operators of the bulk power system for purposes of approving and enforcing compliance with certain reliability standards. Reliability standards are requirements to provide for the reliable operation of the bulk power system. Pursuant to its authority under the FPA, FERC certified the North American Electric Reliability Corporation ("NERC") as the entity responsible for developing reliability standards, submitting them to FERC for approval, and overseeing and enforcing compliance with reliability standards, subject to FERC review. FERC also authorized NERC to delegate certain functions to eight regional entities. All users, owners, and operators of the bulk power system that meet certain materiality thresholds are required to register with NERC and comply with numerous FERC-approved reliability standards. Violations of mandatory reliability standards may result in the imposition of civil penalties of up to \$1 million per day per violation. All of our project companies in the United States that meet the relevant materiality thresholds have registered with NERC and are required to comply with applicable FERC-approved reliability standards.
In certain states, approval of the construction of new electricity generating facilities, including renewable energy facilities such as wind farms, is obtained from a state agency, with only limited ministerial approvals required from state and local governments. However, in many states the permit process for power plants (including wind farms) also remains subject to land-use and similar regulations of county and city governments. State-level authorizations may involve a more extensive approval process, possibly including an environmental impact evaluation and opposition by interested parties or utilities.
Both the United States federal government and various state governments have implemented policies designed to promote the growth of renewable energy, including wind power. The primary federal renewable energy incentive program is the Production Tax Credit (PTC), which was established by the U.S. Congress as part of EPACT 1992. As part of the American Recovery and Reinvestment of 2009, which was enacted this spring, the federal government will also encourage renewable energy development through investment tax credits and cash grants from 2009 through 2013. Many states have passed legislation, principally in the form of renewable portfolio standards ("RPS"), which require utilities to purchase a certain percentage of their energy supply from renewable sources, similar to the Renewable Energy Directive in the EU.
American Recovery and Reinvestment Act of 2009 was approved and includes a number of energy related tax and policy provisions to benefit the development of wind energy generation, namely (i) a three year extension of the PTC until 2012 and (ii) an option to elect a 30% Investment Tax Credit ("ITC") that could replace the PTC through the duration of the extension. This ITC allows the companies to receive 30% of the cash invested in projects placed in service or with the beginning of construction in 2009 and 2010.
The electricity industry in France is governed primarily by Act 2000-108 (amended by Acts 2004-803 and 2006-1537) ("Act 2000'), passed on 10 February 2000, which governs the modernization and development of public energy services and is the general legislative framework for the operation of wind facilities in France. The operation of wind facilities in France is also subject to the provisions of the French environmental and construction code. Article 10 of Act 2000-108 requires nonnationalized electric power distributors to enter into purchase obligation contracts to buy electricity produced by: (i) installations that extract energy from household or similar waste or that use such sources to provide heat to a district heating system; and (ii) installations that use renewable energy sources (including mechanical energy from wind, for which special provisions apply).
Installations that use renewable energy sources, with the exception of those using mechanical wind energy that are located in areas connected to the continental metropolitan grid or that implement energy-efficient technology such as cogeneration, do not qualify for the power purchase obligation unless they comply with defined installed capacity limits. These limits are set by a decree of the Conseil d'Etat (Decree 2000-1196 of 6 December 2000) for each category of installation eligible to benefit from the power purchase obligation. With the new regulation, only wind farms operating within a ZDE (zone de développement éolien) can benefit the power purchase obligation and may exceed the former 12MW cap. The power purchase contracts with non-nationalized distributors of electricity are premised on the rates set by ministerial order for each source of renewable energy and according to a model contract approved by the energy minister.
Act 2000 provides that, operator of wind facilities may enter into long-term agreements for the purchase and sale of energy with Electricité de France (EDF). The tariffs are set by Order of July 10, 2006 wich was repealed in August 2008 due to formal defect in its approval, and then republished without any amendment in December 2008. The tariffs are the following: i) during the first ten years of the EDF Agreement, EDF pays a fixed annual tariff, which is €82 per MWh for applications made during 2006 (tariff is amended annualy based, in part, on a inflation-related index) ii) During years 11 to 15 of the EDF Agreement, the tariff is based on the annual average percentage of energy produced during the wind facility' s first ten years. These tariffs are also amenended annually, based, in part, on a inflation-related index. iii) Beginning in the year 16, there is no specific support structure and the wind energy generators will sell their electricity at market price.
New Decree approved on December 15th set the following wind target: 11.500 MW in 2012 and 25.000 MW in 2020. These targets include also wave and tidal energy.
The legislation applicable to renewable energy in Poland is primarily contained in an 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 came into effect in January 2005 (together, the ''Energy Act''). The Energy Act implemented provisions (i) of Directive 2003/54/EC of the European Parliament and of the Council of 26 June 2003 concerning common rules for the internal market in electricity, (ii) of Directive 2003/55/EC of the European Parliament and of the Council of 26 June 2003 concerning common rules for the internal market in natural gas, and (iii) of Directive 2001/77/EC of the European Parliament and of the Council of 27 September 2001 on the promotion of electricity produced from renewable energy sources in the internal electricity market. Detailed regulations regarding the scope of the energy sector are included in the relevant secondary regulations adopted under the Energy Act. On the basis of the Energy Act, the national energy regulatory authority—the president of the Energy Regulatory Authority (the ''ERA President'') — was established.
Pursuant to the Energy Act, power generation from renewable sources is suppoted. The following are forms of such support introduced in Poland: (i) A system of obligatory purchase of certificates of origin by the generation companies and trading companies selling electricity to the end user interconnected to a grid in Poland. These power companies are obliged to: a) obtain a certificate or origin and submit it to the ERA President for cancellation, or b) paya a substitute fee calculated in accordance with the Energy Act. ii) If the power company does not purchase certificates or orgin or doest not pay a substitute fee, the ERA President will penalize such company by the financial penalty calculated in accordance with the Energy Act.
The minimun limit of electricity generated from renewable sources in the total annual volume of electricity delivered to the end users is specified in the ordinance of Ministry of Economy adopted under the Energy Act. In 2008, this minimum limit was 7% and will increase each year up to 12,9% in 2017. These quotas were originally fixed until 2014 but a new regulation approved in August 2008 fixed the quotas for years 2015-2017 and increased the quota for 2013 and 2014.
The regulatory framework for electricity in Belgium is conditioned by the the division of powers between the federal and the three regional entities: Wallonia, Flanders and Brussels-Capital. The federal regulatory field of competence includes electricity transmission (of transmission levels above 70 kV), generation, tariffs, planning and nuclear energy. The relevant federal legislation is the Electricity Act of 29 April 1999 (as modified) (the ''Electricity Act''). The regional regulatory entities are responsible for distribution renewable energy and cogeneration (with the exception of offshore power plants) and energy efficiency The relevant regional legislation respectively distribution, efficiency. legislation, respectively, is: (a) for Flanders, the Electricity Decree of 17 July 2000; (b) for Wallonia, the Regional Electricity Market Decree of 12 April 2001; and (c) for Brussels-Capital, the Order of 19 July 2001 on the Organization of the Electricity Market.
In view of the allocation of responsibilities between the federal government and the regions, there currently exist four energy regulators: (a) the federal Commission for Electricity and Gas Regulation (''CREG''); (b) the Flemish Electricity and Gas Regulatory Body (''VREG''); (c) the Walloon Energy Commission (''CwaPE''); and (d) the Regulatory Commission for Energy in the Brussels-Capital Region (''BRUGEL'').
The Belgian regulatory system promotes the generation of electricity from renewable sources (and cogeneration) by a system of green certificates (each a ''GC''), as described below. The Belgian federal government is responsible for offshore power plants and for imposing obligations on the transmission system operators. The various GC systems are very similar across the three regions and are similar to the GC system for federally-regulated offshore power plants. There are currently differences in terms of quotas, fines and thresholds for granting GCs. However, GCs issued in one region or by the Federal government in respect of offshore plants are not recognized automatically in the other regions.
The GC system aims at creating a market for GC parallel to the market of sale of electricity. In March 2009 an exchange market for GCs has been launched. Besides the GC market, there is a minimum guaranteed price system at the federal level (obligations imposed on the transmission system operator) or at a regional level (the production aid regime in Flanders and Wallonia).
New quotas of renewable generation are in a late stage of approval in Wallonia. New quotas proposed by the Government are: 11,25% in 2011, 13,50% in 2012 and 15,75% in 2013. New quotas to be approved are considerably higher than previous ones (11%, 12% and 13% for 2011,2012 and 2013).
The promotion of electricity generated from renewable energy sources in Romania was set with the Electricity Law 318/2003. In 2005 a Green Certificate mechanism was introduced with mandatory quotas for suppliers, in order to comply with their EU renewable requirements. Romania must comply with its target of 33% of gross electricity consumption from renewable energy in 2010. The regulatory authority establishes a fixed quota of electricity produced from RES which suppliers are obliges to buy, and, annually reviews applications form green generators in order to be awarded green certificates. Law 220/2008 of November, 3 introduced some changes in the green certificates system. Today producers of wind energy receive 1 green certificates for each but law 220 that is likely to come into force in January 2010 (once the European Commission approves it) will allow wind generators to receive 2GC/MWh until 2015 . GC can be sold separately from the physically delivered electricity. From 2016 onwards generators receive 1 green certificate for each MWh . The price of electricity is determined in the electricity market and the price of green certificates is determined on a parallel market.
The trading value of green certificates has a floor of 27 € and a cap of 55€, both indexed to Romanian inflation. Law 220/2008 also guarantees the access to the National Grid for the electricity produced from renewable sources. In 2007 a new Energy Law was approved (Law 13/2007). This new regulation sets July 1st 2007 as deadline for the legal unbundling in Romania and defines the role of Implicit Supplier and of the Supplier of Last Resort.
The Electrical Sector in Brazil is regulated by Federal Law nº 8,987 of 13 February 1995, which generally rules the concession and permission regime of public services; Law nº 9,074 of 7 July 1995, which rules the grant and extension of public services concession or permission contracts; Federal Law nº 10,438 of 26 April 2002, which governs the increase in Emergency Electric Power Supply and creates the 3,300 MW Program of Incentives for Alternative Electricity Sources (PROINFA); Federal Law nº 10,762 of 11 November 2003 and Law nº 10,848 of 15 March 2004, concerning commercial rules for the trade of Electric Power and; Subsequent amendments to the legislation.
The Decree nº 5,025 of 30 March 2004, regulates the Federal Law nº 10,438 and states the "Alternative Energy Sources" economical and legal framework. PROINFA participants have granted a PPA with ELETROBRÁS, and are subject to the regulator (ANEEL) authority. However, the first stage of PROINFA has ended and the second stage is highly uncertain.
The Decree nº 5,163 of 30 July 2004 regulates the Federal Law nº 10,762, establishing the possibility of distribution companies and authorized agents to buy "Distributed Energy" (Local Generation), by observing a limit of 10% of the total demand of each distribution agent. In addition, the Law nº 10,762 establishes the possibility of an Alternative Source Electricity Producer to sell directly to the final consumer(s) (aggregated demand > 500kW), at any voltage level. As part of the regulatory incentive framework, Renewable Energy producers (or buyers) are granted a discount on the Distribution and Transmission System Use Tariff (TUSD and TUST). Public Electricity Auctions are technically lead by the state "Energy Planning and Research Company" (EPE), who registers, analyses and allows potential participants.
In addition, the Law nº 10,438 has also regulated the use of a special sector fund, the Fossil Fuel Consumption Quota (CCC), to low cost financing of Renewable ventures that are able to replace fossil fuel based energy production.
The accompanying consolidated annual accounts have been prepared on the basis of the accounting records of EDP Renováveis, S.A. and consolidated entities. The consolidated annual accounts for 2009 and 2008 have been prepared to present fairly the consolidated equity and consolidated financial position of EDP Renováveis, S.A. and subsidiaries at 31 December 2009 and 2008, the consolidated results of operations, consolidated cash flows and changes in consolidated equity for the years then ended.
In accordance with Regulation (EC) no. 1606/2002 of 19 July 2002, from the European Council and Parliament, the Group's consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRS), as endorsed by the European Union (EU). IFRS comprise accounting standards issued by the International Accounting Standards Board ('IASB') and its predecessor body as well as interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) and its predecessor bodies Interpretations Committee (IFRIC) and its predecessor bodies.
The Board of Directors approved these consolidated annual accounts on 24 February 2010. The annual accounts are presented in thousand of Euros, rounded to the nearest thousand.
The annual accounts have been prepared under the historical cost convention, modified by the application of fair value basis for derivative financial instruments, financial assets and liabilities held for trading and available-for-sale, except those for which a reliable measure of fair value is not available.
The preparation of the annual accounts in accordance with the EU-IFRS requires the Board of Directors to make judgments, estimates and assumptions that affect the application of the accounting policies and of the reported amounts of assets, liabilities, income and expenses. The estimates and related assumptions are based on historical experience and other factors believed to be reasonable under the circumstances. They form the basis for making judgments regarding the values of the assets and liabilities whose valuation is not apparent from other sources. Actual results may differ from these estimates. The areas involving the highest degree of judgment or complexity, or for which the assumptions and estimates are considered significant, are disclosed in Note 3 (Critical accounting estimates and judgments in applying accounting policies).
In accordance with IFRS 3, the adjustments that have resulted from the purchase price allocation carried out in 2009 (Neo Catalunia and Romania subgroups) and 2008 (Relax Wind subgroup) for the goodwill booked in 2008 and 2007, respectively, originate a reclassification of the comparative financial information as if the accounting for this business combination had been completed at the date of acquisition.
The consolidated annual acounts of EDP Renováveis comprise the assets, liabilities and results of EDP Renováveis and its subsidiaries and the results and net equity from its associated companies attributable to the Group. The accounting policies described below have been consistently applied by all Group companies.
Subsidiaries are entities controlled by the Group. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by the Group. Control also exists when the Group has the power, directly or indirectly, to govern the financial and operating policies of the entity, so as to obtain benefits from its activities, even if its shareholding is less than 50%.
Accumulated losses of a subsidiary attributable to non controlling interest, which exceed the equity of the subsidiary attributable to the non controlling interest, are attributed to the Group and charged to the income statement when incurred. If the subsidiary subsequently reports profits, such profits are recognised as profits of the Group until the losses attributable to the non controlling interest previously recognised by the group have been recovered.
The annual accounts or financial statements of consolidated subsidiaries refer to the same date of preparation and the same period as those of the Parent company.
Gains or losses as a consequence of a dilution or a sale of a portion of an interest in a subsidiary without a change in control are recognised in Profit or loss.
Investments in associates are accounted for by the equity method since the date on which significant influence is transferred to the Group until the date it ceases. Associates are entities over which the Group has significant influence, but not control, over its financial and operating policies. Generally when the Group holds more than 20% of the voting rights of the investor it is presumed that it has significant influence. If the Group holds, directly or indirectly, less than 20% of the voting rights of the investor it is presumed that the group does not have significant influence, except when such influence can be clearly demonstrated.
The significant influence by EDP Renováveis Group is normally demonstrated by one or more of the following ways:
Participation in the policy making processes, including participation in decisions over dividends and other distributions;
Existence of material transactions between the Group and the investor;
Interchange of managerial personnel;
The consolidated annual accounts include the Group's attributable share of total reserves and results of associated companies accounted under the equity method.
When the Group's share of losses exceeds its interest in na associate, the Group's carrying amount is reduced to nil and recognition of further losses is descontinued, except to the extent that the Group has a legal or constructive obligation of covering those losses or make payments on behalf of the associate.
Jointly controlled entities, consolidated under the proportionate consolidation method, are entities over whose activities the Group has joint control along with another company, under a contractual agreement. The condensed consolidated financial statements include the Group's proportionate share of the joint ventures' assets, liabilities, revenue and expenses, from the date the joint control begins until it ceases.
Following the transition to International Financial Reporting Standards (IFRS), adopted by the EDP Energias de Portugal Group as of 1 January 2004, and as permitted by IFRS 1 – First-time Adoption, the EDP Group opted to maintain the goodwill resulting from the business combinations that occurred prior to the transition date, calculated according to the previous accounting principles applied by the Group. This accounting policy was maintained when the holdings in NEO and Horizon were transferred to EDP Renováveis Group. As such, the goodwill booked on the EDP Renováveis consolidated financial statements remained as it was on the EDP Energias de Portugal Group consolidated annual accounts on the date of the transfer (18 December 2007).
Business combinations occurring are recorded using the purchase method. According to this method, the acquisition cost is equivalent to the fair value of assets transferred and liabilities incurred or assumed on the purchase date plus any costs directly attributable to the acquisition The total amount of positive goodwill transferredandliabilitiesincurredorassumedonthepurchasedate, plusanycostsdirectlyattributabletotheacquisition. Thetotalamountofpositivegoodwillresulting from acquisitions is recognised as an asset and recorded at cost, not being subject to depreciation.
Goodwill arising on the acquisition of holdings in subsidiaries and associates is defined as the difference between the acquisition cost and the proportion of fair value of the identifiable assets, liabilities and contingent liabilities acquired by the Group.
The value of goodwill recognised as an asset is assessed annually to identify any impairment, regardless of the existence of any indication of impairment. Impairment losses are recognised in the year's income statement. The recoverable amount is determined based on the future cash flows of the assets, which are calculated using valuation methods based on discounted cash flows techniques, considering market conditions, time value of money and business risks.
A liability is recognised for contingent consideration as part of a business combination as soon as payment becomes probable and the amount can be measured reliably. The purchase price subsequently is adjusted against goodwill or negative goodwill as the estimate of the amount payable is revised.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to euro at exchange rates at the reporting date. The income and expenses of foreign operations, are translated to euro at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income in the translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserve is transferred to profit or loss as part of the profit or loss on disposal.
Inter-company balances and transactions, including any unrealised gains and losses on transactions between group companies, are eliminated in preparing the consolidated annual accounts. Unrealised gains and losses arising from transactions with associates and jointly controlled entities are eliminated to the extent of the Group's interest in those entities.
The accounting for transactions among entities under common control is excluded from IFRS 3. Consequently, in the absense of specific guidance, within IFRSs, the EDP Renováveis Group has developed an accounting policy for such transactions, as considered appropriate. According to the Group's policy, business combinations among entities under common control are accounted for in the consolidated annual accounts using the book values of the acquired company (subgroup). The difference between the carrying amount of the net assets received and the consideration paid, is recognised in equity.
EU-IFRS currently do not establish specific accounting treatment for commitments related to written put options related with investments in subsidiaries held by non controlling interests at the date of acquisition of a business combination. Nevertheless, the EDP Renováveis Group records these written put options at the date of acquisition of a business combination or at a subsequent date as an advance acquisition of these interests, recording a financial liability for the present value of the best estimate of the amount payable, irrespective of the estimated probability that the options will be exercised. The difference between this amount and the amount corresponding to the percentage of the interests held in the identifiable net assets acquired is recorded as goodwill. In the event that these written put options are engaged at a date subsequent to the acquisition of the business combination, the same accounting policy would be applied.
In years subsequent to initial recognition, the changes in the liability due to the effect of the financial discount are recognised as a financial expense in the consolidated income statement, and the remaining changes are recognised as an adjustment to the cost of the business combination. Where applicable, dividends paid to minority shareholders up to the date the options are exercised are also recorded as adjustments to the cost of the business combination. In the event that the options are not exercised, the transaction would be recorded as a sale of interests to minority shareholders.
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the period, adjusted for effective interest and payments during the period, and the amortised cost in foreign currency translated at the exchange rate at the end of the reporting period.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined. Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences arising on the retranslation of available-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges, which are recognised in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.
Derivative financial instruments are recognised on the trade date at fair value. Subsequently, the fair value of derivative financial instruments is re-measured on a regular basis, being the gains or losses on re-measurement recognised directly in the income statement, except for derivatives designated as hedging instruments. The recognition of the resulting gains or losses on re-measurement of the derivatives designated as hedging instruments depends on the nature of the risk being hedged and of the hedge model used.
The fair value of derivatives correspond to their quoted market prices if available or in the absence of a market are determined by external entities through the use prices, available, or, market, of valuation techniques, including discounted cash flows models and option pricing models, as appropriate.
The Group uses financial instruments to hedge interest and foreign exchange risks resulting from its operational and financing activities. The derivate financial instruments that do not qualify for hedge accounting are recorded as for trading.
The derivatives that are designated as hedging instruments are recorded at fair value, being the gains and losses recognised in accordance with the hedge accounting model adopted by the Group. Hedge accounting is used when:
(i) At the inception of the hedge, the hedge relationship is identified and documented;
Derivatives are recognised initially at fair value; attributable transaction costs are recognised in profit or loss as incurred. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.
Changes in the fair value of the derivative financial instruments that are designated as hedging instruments are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the risk being hedged. If the hedge no longer meets the criteria for hedge accounting, the accumulated gains or losses concerning the fair value of the risk being hedged are amortised over the period to maturity.
The effective portion of the changes in the fair value of the derivative financial instruments that are designated as hedging instruments in a cash flow hedge model is recognised in equity. The gains or losses relating to the ineffective portion of the hedging relationship are recognised in the income statement in the moment they occur.
The cumulative gains or losses recognised in equity are also reclassified to the income statement over the periods in which the hedged item will affect the income statement. When the forecast transaction hedge results in the recognition of a non-financial asset, the gains or losses recorded in equity are included in the acquisition cost of the asset.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss recognised in equity at that time stays recognised in equity until the hedged transaction also affects the income statement. When the forecasted transaction is no longer expected to occur, the cumulative gains or losses recognized in equity are recorded in the income statement.
The net investment hedge is applied on a consolidated basis to investments in subsidiaries in foreign currencies. The exchange differences recorded against exchange differences arising on consolidation are offset by the exchange differences arising from the foreign currency borrowings used for the acquisition of those subsidiaries. If the hedging instrument is a derivative, the gains or losses arising from fair value changes are also recorded agianst exchange differences arising on consolidation. The ineffective portion of the hedging relation is recognised in the income statement.
The Group classifies its other financial assets at acquisition date in the following categories:
Accounts receivable are initially recognised at their fair value and subsequently are measured at amortised cost less impairment losses.
Impairment losses are recorded based on the valuation of estimated losses from non-collection of accounts receivable at the balance sheet date. Impairment losses are recognised in the income statement, and can be reversed if the estimated losses decrease in a later period.
This category includes: (i) financial assets held for trading, which are those acquired principally for the purpose of being sold in the short term and (ii) financial assets that are designated at fair value through profit or loss at inception.
Available-for-sale financial assets are non-derivative financial assets that are designated as available-for-sale and that are not classified in any of the other categories. The Group's investments in equity securities are classified as available-for-sale financial assets.
Purchases and sales of: (i) financial assets at fair value through profit or loss and (ii) available for sale investments, are recognised on trade date, the date on which the Group commits to purchase or sell the assets.
Financial assets are initially recognised at fair value plus transaction costs except for financial assets at fair value through profit or loss, in which case these transaction costs are directly recognised in the income statement.
Financial assets are derecognised when (i) the contractual rights to receive their cash flows have expired, (ii) the Group has transferred substantially all risks and rewards of ownership or (iii) although retaining some, but not substantially all of the risks and rewards of ownership, the Group has transferred the control over the assets.
After initial recognition, financial assets at fair value through profit or loss are subsequently carried at fair value and gains and losses arising from changes in their fair value are included in the income statement in the period in which they arise.
Available for sale financial assets are also subsequently carried at fair value, however, gains and losses arising from changes in their fair value are recognised directly in equity, until the financial assets are derecognised or impaired, being the cumulative gains or losses previously recognised in equity recognised in the income statement. Foreign exchange differences arising from equity investments classified as available for sale are also recognised in equity. Interest calculated using the effective interest rate method and dividends, are recognised in the income statement.
The fair values on quoted investments in active markets are based on current bid prices. For unlisted securities the Group determines the fair value through (i) valuation techniques, including the use of recent arm's length transactions or discounted cash flow analysis and (ii) valuation assumptions based on market information.
Financial instruments whose fair value cannot be reliably measured are carried at cost.
The Group does not reclassify, after initial recognition, a financial instrument into or out of the fair value through profit or loss category.
At each balance sheet date, an assessment is performed as to whether there is objective evidence that a financial asset or group of financial assets is impaired, namely when losses may occur in future estimated cash-flows of the financial asset or group of financial assets, and it can be reliably measured.
If there is objective evidence of impairment, the recoverable amount of the financial assets is determined, the impairment losses being recognised through the income statement.
A financial asset or a group of financial assets is impaired if there is objective evidence of loss as a result of one or more events that occurred after their initial recognition, such as: (i) for listed securities, a significant or prolonged decline in the fair value of the security below its cost, and (ii) for unlisted securities, when that event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets, that can be reliably estimated.
If there is objective evidence that an impairment loss on available for sale financial assets has been incurred, the cumulative loss recognised in equity, measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in the income statement, is taken to the income statement.
An instrument is classified as a financial liability when it contains a contractual obligation to transfer cash or another financial asset, independently from its legal form. These financial liabilities are recognised (i) initially at fair value less transaction costs and (ii) subsequently at amortised cost, using the effective interest rate method.
The Group derecognises the whole or part of a financial liability when the obligations included in the contract have been satisfied or the Group is legally released of the fundamental obligation related to this liability either through a legal process or by the creditor.
The Group considers that the terms are substantially different if the current value of cash flows discounted under the new terms, including any commission paid net of any commission received, and using the original effective interest rate to make the discount, differs by at least 10% of the current discounted value of cash flows remaining from the original financial liability.
If the exchange is recognised as a cancellation of the original financial liability, costs or commissions are taken to the consolidated income statement. Otherwise, costs or commissions adjust the book value of the liability and are amortised following the amortised cost method over the remaining term of the modified liability.
The Group recognises the difference between the carrying amount of a financial liability (or part of a financial liability which has been cancelled or transferred to a third party) and the consideration paid, which includes any asset transferred other than cash or the liability assumed, with a debit or credit to the consolidated income statement.
Borrowing costs that are directly attributable to the acquisition or construction of assets are capitalised as part of the cost of the assets. A qualifying asset is an asset that necessarily takes a substantial period of time to get ready for its intended use or sale. To the extent that funds are borrowed generally, the amount of borrowing costs eligible for capitalisation are determined by applying a capitalisation rate to the expenditures on these assets. The capitalisation rate corresponds to the weighted average of the borrowing costs applicable to the borrowings of the enterprise that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs capitalised during a period does not exceed the amount of borrowing costs incurred during the period.
The capitalisation of borrowing costs commences when expenditures for the asset are being incurred, borrowing costs have been incurred and activities necessary to prepare all or part of the assets for their intended use or sale are in progress. Capitalisation ceases when substantially all the activities necessary to prepare the qualifying assets for their intended use or sale are completed. Capitalisation of borrowing costs shall be suspended during extended periods in which active development is interrupted.
Property, plant and equipment are stated at acquisition cost less accumulated depreciation and impairment losses.
Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. Cost also may include transfers from equity of any gain or loss on qualifying cash flow hedges of foreign currency purchases of property, plant and equipment. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
The cost of acquisition includes interest on external financing and personnel costs and other internal expenses directly or indirectly related to work in progress accrued solely during the period of construction. The cost of production is capitalised by charging costs attributable to the asset as own work capitalised under other operating income and personnel costs and employee benefit expense in the consolidated income statement.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment.
Subsequent costs are recognised as separate assets only when it is probable that future economic benefits associated with the item will flow to the Group. All repair and maintenance costs are charged to the income statement during the financial period in which they are incurred.
The Group assesses assets impairment, whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable amount, the impairment being recognised in the income statement.
The recoverable amount is determined by the highest value between the net selling price and its fair value in use, this being calculated by the present value of estimated future cash-flows obtained from the asset and after its disposal at the end of its economic useful life.
Land is not depreciated. Depreciation on the other assets is calculated using the straight-line method over their estimated useful lives, as follows:
| Number of years |
|
|---|---|
| Buildings and other constructions Plant and machinery |
20 to 33 |
| Wind farm generation | 20 |
| Hydroelectric generation | 20 to 30 |
| Other plant and machinery | 15 to 40 |
| Transport equipment | 3 to 10 |
| Office equipment and tools | 3 to 10 |
| Other tangible fixed assets | 4 to 10 |
The other intangible assets of the Group are booked at acquisition cost less accumulated amortisation and impairment losses. The Group does not own intangible assets with indefinite lives.
The Group assesses for impairment, whenever events or circumstances may indicate that the book value of the asset exceeds its recoverable amount, the impairment being recognised in the income statement. The recoverable value is determined by the highest amount between its net selling price and its value in use, this being calculated by the present value of the estimated future cash-flows obtained from the asset and sale price at the end of its economic useful life.
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised on the basis of their expected useful lives.
Costs that are directly associated with the development of identifiable specific software applications by the Group, and that will probably generate economic benefits beyond one year, are recognised as intangible assets. These costs include employee costs directly associated with the development of the referred software and are amortised using the straight-line method during their expected useful lives.
Maintenance costs of software are charged to the income statement when incurred.
The amortisation of industrial property and other rights is calculated using the straight-line method for an expected useful live expected of less than 6 years.
The carrying amounts of the Group's non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is then estimated. For goodwill the recoverable amount is estimated at each reporting date.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units which are expected to benefit from the synergies of the combination.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its estimated recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in circumstances that caused the impairment. An impairment loss is reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
The Group classifies its lease agreements as finance leases or operating leases taking into consideration the substance of the transaction rather than its legal form. A lease is classified as a finance lease if it transfers to the lessee substantially all the risks and rewards incidental to ownership. All other leases are classified as operating leases.
Lease payments are recognised as an expense and charged to the income statement in the period to which they relate.
Inventories are stated at the lower of the acquisition cost and net realisable value. The cost of inventories includes purchases, conversion and other costs incurred in bringing the inventories to their present location and condition. The net realisable value is the estimated selling price in the ordinary course of business less the estimated selling costs.
The cost of inventories is assigned by using the weighted average method.
The Group classifies assets and liabilities in the consolidated balance sheet as current and non-current. Current assets and liabilities are determined as follows:
Assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Group's normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised within twelve months of the balance sheet date or are cash or a cash equivalent, unless the assets may not be exchanged or used to settle a liability for at least twelve months from the balance sheet date.
Liabilities are classified as current when they are expected to be settled in the Group's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within twelve months of the balance sheet date or the Group does not have an unconditional right to defer settlement of the liability for at least twelve months after the reporting period.
Financial liabilities are classified as current when they are due to be settled within twelve months after the reporting period, even if the original term was for a period longer than twelve months, and an agreement to refinance, or to reschedule payments, on a long-term basis is completed after the reporting period and before the consolidated financial statements are authorised for issue.
Enernova, one of the portuguese companies of EDP Renováveis Group attribute post-retirement plans to their employees under defined benefit plans and defined contribution plans, namely, pension plans that pay complementary old-age, disability and surviving-relative pension complements, as well as early retirement pensions.
In Portugal, the defined benefits plan is financed through a restricted Pension Fund complemented by a specific provision. This Pension Fund covers liabilities for retirement pension complements as well as liabilities for early retirement.
The pension plans of the Group companies in Portugal are classified as defined benefit plans, since the criteria to determine the pension benefit to be received by employees on retirement is predefined and usually depend on factors such as age, years of service and level of salary at the age of retirement.
The liability of the Group with pensions is calculated annually, at the balance sheet date for each plan individually, by qualified actuaries using the projected unit credit method. The discount rate used in this calculation is determined by reference to interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid and that have terms to maturity approximating to the terms of the related pension liabilities.
Actuarial gains and losses determined annually and resulting from (i) the differences between financial and actuarial assumptions used and real values obtained and (ii) changes in the actuarial assumptions are recognised against equity, in accordance with the alternative method defined by IAS 19, revised on 16 December 2004.
The increase in past service costs arising from early retirements (retirements before the normal age of retirement) is recognised in the income statement when incurred.
Annually the Group recognises as cost in the income statement the net amount of, (i) the current service cost, (ii) the interest cost, (iii) the estimated return of the fund assets and (iv) the cost arising from early retirements.
In Spain and Portugal, some Group Companies have social benefit plans of defined contribution that complement those granted by the social welfare system to the companies employees, under which they pay a contribution to these plans each year, calculated in accordance with the rules established in each plan. The cost related to defined contribution plans is recognised in the results in the period in which the contribution is made.
In Portugal some Group companies provide medical care during the period of retirement and early retirement, through complementary benefits to those provided by the Social Welfare System. These medical care plans are classified as defined benefit plans. The present value of the defined benefit obligation at the balance sheet date is recognised as a defined benefit liability. Measurement and recognition of the liability with healthcare benefits is similar to the measurement and recognition of the pension liability for the defined benefit plans, described above.
In accordance with the by-laws of certain Group entities, annually the shareholders approve in the annual general meeting a percentage of profits to be paid to the employees (variable remuneration), following a proposal made by the Board of Directors. Payments to employees are recognised in the income statement in the period to which they relate.
Provisions are recognised when: (i) the Group has a present legal or constructive obligation, (ii) it is probable that settlement will be required in the future and (iii) a reliable estimate of the obligation can be made.
The Group recognises dismantling and decommissioning provisions for property, plant and equipment when a legal or contractual obligation is setlled to dismantling and decommissioning those assets at the end of their useful life. Consequently, the Group has booked provisions for property, plant and equipment related with wind turbines, for the expected cost of restoring sites and land to its original condition. The provisions correspond to the present value of the expenditure expected to be required to settle the obligation and are recognised as part of the initial cost or an adjustment to the cost of the respective asset, being depreciated on a straight-line basis over the asset useful life.
Decommissioning and dismantling provisions are remeasured on an annual basis based on the best estimate of the settlement amount. The unwinding of the discount at each balance sheet date is charged to the income statement.
Costs and revenues are recorded in the year to which they refer regardless of when paid or received, in accordance with the accrual concept. Differences between amounts received and paid and the corresponding revenue and expenditure are recorded under other assets and other liabilities.
Revenue comprises the amounts invoiced on the sale of products or of services rendered, net of value added tax, rebates and discounts, after elimination of intragroup sales.
Revenue from electricity sales is recognised in the period that electricity is generated and transferred to customers.
Engeneering revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and incentive payments to the extent that it is probable that they will result in revenue and can be measured reliably. As soon as the outcome of a construction contract can be estimated reliably, contract revenue and expenses are recognised in profit or loss in proportion to the stage of completion of the contract.
Differences between estimated and actual amounts, which are normally not significant, are recorded during the subsequent periods.
Financial results include interest payable on borrowings, interest receivable on funds invested, dividend income, unwinding of the discount of provisions and written put options to non controlling interest, foreign exchange gains and losses and gains and losses on financial instruments.
Interest income is recognised in the income statement based on the effective interest note method. Dividend income is recognised in the income statement on the date the entity's right to receive payments is established.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Basic earnings per share are calculated by dividing net profit attributable to equity holders of the parent company by the weighted average number of ordinary shares outstanding during the year, excluding the average number of ordinary shares purchased by the Group and held as treasury stock.
Non-current assets or disposal groups (groups of assets and related liabilities that include at least a non-current asset) are classified as held for sale when their carrying amounts will be recovered principally through sale and the assets or disposal groups are available for immediate sale and its sale is highly probable.
The Group also classifies as non-current assets held for sale those non-current assets or disposal groups acquired exclusively with a view to its subsequent disposal, that are available for immediate sale and its sale is highly probable.
Immediately before classification as held for sale, the measurement of the non-current assets or all assets and liabilities in a disposal group, is adjusted in accordance with the applicable IFRS. Subsequently, these assets or disposal groups are measured at the lower of their carrying amount at fair value less costs to sell.
Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition.
Government grants are recognised initially as deferred income under non-current liabilities when there is reasonable assurance that they will be received and that the Group will comply with the conditions associated with the grant. Grants that compensate the Group for expenses incurred are recognised in profit or loss on a systematic basis in the same periods in which the expenses are recognised. Grants that compensate the Group for the cost of an asset are recognised in profit or loss on a systematic basis over the useful life of the asset.
The Group takes measures to prevent, reduce or repair the damage caused to the environment by its activities.
Expenses derived from environmental activities are recognised as other operating expenses in the period in which they are incurred.
The IFRSs set forth a range of accounting treatments and require the Board of Directors to apply judgment and make estimates in deciding which treatment is most appropriate.
The main accounting estimates and judgements used in applying the accounting policies are discussed in this note in order to improve the understanding of how their application affects the Group's reported results and disclosures. A broader description of the accounting policies employed by the Group is disclosed in Note 2 to the Consolidated Annual Accounts.
Considering that in many cases there are alternatives to the accounting treatment adopted by EDP Renováveis, the Group's reported results could differ if a different treatment was chosen. EDP Renováveis believes that the choices made are appropriate and that the annual accounts are presented fairly, in all material respects, the Group's financial position and results. The alternative outcomes discussed below are presented solely to assist the reader in understanding the annual accounts and are not intended to suggest that other alternatives or estimates would be more appropriate.
The Group determines that available for sale investments are impaired when there has been a significant or prolonged decline in the fair value below its cost.
This determination of what is significant or prolonged requires judgment. In making this judgment, the Group evaluates among other factors, the normal volatility in share price. In addition, valuations are generally obtained through listed market prices or valuation models that may require assumptions or judgment in making estimates of fair value.
Alternative methodologies and the use of different assumptions and estimates could result in a higher level of impairment losses recognised with a consequent impact in the income statement of the Group.
Fair values are based on listed market prices, if available, otherwise fair value is determined either by dealer prices (both for that transaction or for similar instruments traded) or by pricing models, based on net present value of estimated future cash flows which take into account market conditions for the underlying instruments, time value, yield curves and volatility factors. These pricing models may require assumptions or judgments in estimating fair values.
Consequently, the use of a different model or of different assumptions or judgments in applying a particular model may have produced different financial results for a particular period.
The Group regularly reviews the useful life of its electrical generation installations in order to bring it into line with the technical and economic measurements of the installations, taking into consideration their technological capacity and prevailing regulatory restrictions.
Impairment test are performed whenever there is an indication that the recoverable amount of property, plant, equipment and intangible assets is less than the corresponding net book value of assets.
Considering that estimated recoverable amounts related to property, plant and equipment, intangible assets and goodwill are based on the best information available, changes in the estimates and judgments could change the impairment test results which could affects the Group's reported results.
The Group is subject to income taxes in numerous jurisdictions. Significant interpretations and estimates are required in determining the global amount for income taxes.
There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. Different interpretations and estimates would result in a different level of income taxes, current and deferred, recognised in the period.
Tax Authorities are entitled to review the EDP Renováveis, and its subsidiaries' determination of its annual taxable earnings, for a determined period that may be extended in case there are tax losses carried forward. Therefore, it is possible that some additional taxes may be assessed, mainly as a result of differences in interpretation of the tax law. However EDP Renováveis and those of its subsidiaries, are confident that there will be no material tax assessments within the context of the annual accounts.
The Board of Directors considers that Group has contractual obligations with the dismantling and decommissioning of property, plant and equipment related to wind electricity generation. For these responsibilities the Group has recorded provisions for the expected cost of restoring sites and land to its original condition. The provisions correspond to the present value of the expenditure expected to be required to settle the obligation.
The use of different assumptions in estimates and judgments referred may have produced different results from those that have been considered.
The businesses of EDP Renováveis Group are exposed to a variety of financial risks, including the effects of changes in market prices, foreign exchange and interest rates. The main financial risks lie essentially in its debt portfolio, arising from interest-rate and the exchange-rate exposures. The unpredictability of the financial markets is analysed on an on-going basis in accordance with the EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rates and foreign exchange rates risks on EDP Renováveis financial performance.
The Board of Directors of EDP Renováveis is responsible for the definition of general risk-management principles and the establishment of exposure limits. The operational management of financial risks of EDP Renováveis Group is outsourced to the Finance Department of EDP - Energias de Portugal, S.A., in accordance with the policies approved by the Board of Directors. The outsourcing service includes identification and evaluation of hedging mechanisms appropriate to each exposure.
All transactions undertaken using derivative financial instruments require the prior approval of the Board of Directors, which defines the parameters of each transaction and approves the formal documents describing their objectives.
The risk management policy implemented by the Group accomodated the adverse environment in capital markets allowing EDP Renováveis to follow its strategy and investment plan without significative changes.
EDP Renováveis Group operates internationally and is exposed to the exchange-rate risk resulting, mainly, from investments in subsidiaries whichfunctional currency is the US Dollar (USD), Poland Zloty (PLN) and Romanian Lei (RON). Currently, the main exposure to the exchange-rate risk is the USD/EUR currency fluctuation risk, which results mainly from the shareholding in Horizon.
EDP Group's Finance Department is responsible for monitoring the evolution of the USD, seeking to mitigate the impact of currency fluctuations on the financial results and/or equity of the Group, using exchange-rate derivatives and/or other hedging structures.
The policy implemented by the EDP Renováveis Group consists of undertaking derivative financial instruments for the purpose of hedging foreign exchange risks with characteristics similar to those of the hedged item. The operations are revalued and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that gave rise to them is evaluated.
As a consequence a depreciation/appreciation of 10% in the foreign currency exchange rate, with reference to 31 December 2009 and 2008, would originate an increase/(decrease) in EDP Renováveis Group income statement and equity, as follows (amounts in thousands of Euros):
| +10% | -10% | +10% | -10% |
|---|---|---|---|
| - | |||
| -9,759 | |||
| 6,415 | -7,841 | 7,984 | -9,759 |
| Equity | |||
| +10% | -10% | +10% | -10% |
| - | |||
| -8,942 | |||
| 4,432 | -5,416 | 7,316 | -8,942 |
| 6,415 - 4,432 - |
Profit or loss -7,841 - Profit or loss -5,416 - |
31 Dec 2009 Equity - 7,984 31 Dec 2008 - 7,316 |
This analysis assumes that all other variables, namely interest rates, remain unchangeable.
As at 31 December 2009 and 2008, EDP Renováveis Group has no significant exposure to exchange rate risks related essentially with the Horizon activity. To hedge these risks, EDP Renováveis Group entered into a CIRS in USD and EUR with EDP Branch.
The Group'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 exposure of debt cash flows to market fluctuations. As such, whenever considered necessary and in accordance to the Group's policy, the Group contracts derivative financial instruments to hedge interest rate risks.
In the floating-rate financing context, the Group contracts 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.
All these operations are undertaken on liabilities in the Group's debt portfolio and are mainly perfect hedges with a high correlation between changes in fair value of the hedging instrument and changes in fair value of the interest-rate risk or upcoming cash flows.
The EDP Renováveis Group has a portfolio of interest-rate derivatives with maturities between 1 and 12 years. The Financial Department of EDP Group undertakes sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations or up-coming cash flows.
The management of interest rate risk associated to activities developed by the Group is outsourced to the Financial Department of EDP Group, contracting derivative financial instruments to mitigate this risk.
Based on the debt portfolio of the NEO Group and the related derivative financial instruments used to hedge associated interest rate risk, as well as on the shareholder loans received by EDP Renováveis, a change of 100 basis points in the interest rates with reference to 31 December 2009 and 2008 would increase / (decrease) equity and results of EDP Renováveis Group in the following amounts (in thousands of Euros):
| 31 Dec 2009 | |||||||
|---|---|---|---|---|---|---|---|
| Profit or loss | Equity | ||||||
| 100 bp increase |
100 bp decrease |
100 bp increase |
100 bp decrease |
||||
| Cash flow hedge derivatives | - | - | 9,822 | -10,455 | |||
| Unhedged debt (variable interest rates) | -985 | 985 | - | - | |||
| -985 | 985 | 9,822 | -10,455 | ||||
| 31 Dec 2008 | |||||||
| Profit or loss | |||||||
| 100 bp increase |
100 bp decrease |
100 bp increase |
100 bp decrease |
||||
| Cash flow hedge derivatives C h fl h d d i ti |
- | - | 10 621 10,621 |
-11,109 11 109 |
|||
| Unhedged debt (variable interest rates) | -1,433 | 1,433 | - | - | |||
| -1,433 | 1,433 | 10,621 | -11,109 |
This analysis assumes that all other variables, namely foreign exchange rates, remain unchangeable.
As at 31 December 2009 and 2008, Horizon has no significant exposure to interest rate risks.
The EDP Renováveis Group policy in terms of the counterparty risk on financial transactions with companies outside EDP Group is managed by an analysis of the technical capacity, competitiveness, credit rating and exposure to each counter-party. Counterparties in derivatives and financial transactions are restricted to highquality credit institutions or to the EDP Group.
The EDP Renováveis Group documents financial operations according to international standards. Most derivative financial instruments contracted with credit institutions are engaged under ISDA Master Agreements, to assure a greater flexibility in the transfer of the instruments in the market.
In the specific case of the NEO Group, credit risk is not significant due to the limited average collection period for customer balances and the quality of its debtors. The Group's main customers are operators and distributors in the energy market of their respective countries (OMEL and MEFF in the case of the Spanish market).
In the specific case of Horizon Group, credit risk is not significant due to the limited average collection period for customer balances and the quality of its debtors. The Group's main customers are regulated utility companies and regional market agents in the U.S.
EDP Renováveis believes that the amount that best represents the Group's exposure to credit risk corresponds to the carrying amount of Trade receivables and Other debtors, net of the impairment losses recognised. The Group believes that the credit quality of these receivables is adequate and that no significant impaired credits exist that have not been recognised as such and provided for.
Liquidity risk is the possibility that the Group will not be able to meet its financial obligations as they fall due. The Group 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 unaceptable losses or risking damage to the Group's reputation.
The liquidity policy followed ensures compliance with payment obligations acquired, through maintaining sufficient credit facilities and having access to the EDP Group facilities (see note 2 (a)).
As at 31 December 2009, market price risk affecting the EDP Renovavéis Group is not significant. In the case of Horizon, prices are fixed and mainly determined by power purchase agreements. In the case of NEO the electricity is sold in Spain directly on the daily market at spot prices plus a pre-defined premium (regulated). Nevertheless, NEO has an option of selling the power through regulated tariffs, granting minimum prices. In the remaining countries, prices are mainly determined through regulated tariffs.
Neo and Horizon have electricity sales swaps that qualify for hedge accounting (cash flow hedge) that are related to electricity sales for the year 2009 and 2008 (see note 35).The purpose of EDP Renováveis Group is to hedge a volume of energy generated to reduce its exposure to the energy price volatility.
The Group's goal in managing equity, in accordance with the policies established by its main shareholder, is to safeguard the Group's capacity to continue operating as a going concern, grow steadily to meet established growth targets and maintain an optimum equity structure to reduce equity cost.
In conformity with other sector groups, the Group controls its financing structure based on the leverage ratio. This ratio is calculated as net financial borrowings divided by total equity and net borrowings. Net financial borrowings are determined as the sum of financial debt, institutional equity liabilities corrected for non-current deferred revenues, less cash and cash equivalents.
During the year ended in 31 December 2009, the changes in the consolidation perimeter of the EDP Renováveis Group were:
During 2008, the changes in the consolidation perimeter of the EDP Renováveis Group were:
The companies included in the consolidation perimeter as at 31 December 2009 and 2008 are listed in the Annex 1 to these consolidated annual accounts.
Revenue is analysed by sector as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Revenue by sector of activity/business: | |||
| Electricity | 632,726 | 514,039 | |
| Other | 10,791 | 12,738 | |
| 643,517 | 526,777 | ||
| Services rendered by sector of activity: | |||
| Other | 4,725 | 5,652 | |
| 648,242 | 532,429 | ||
| Total Revenue: | |||
| Electricity | 632,726 | 514,039 | |
| Other | 15,516 | 18,390 | |
| 648,242 | 532,429 |
The breakdown of Revenue for the Group, by geographic market, is presented in the Segmental reporting (see note 43).
Cost of consumed electricity and Changes in inventories and cost of raw material and consumables used is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Cost of consumed electricity | 1,522 | 993 | |
| Changes in inventories and cost of raw material and consumables used: | |||
| Cost of consumables used | 2,803 | 17,160 | |
| Changes in inventories | 1,910 | -5,909 | |
| 6,235 | 12,244 |
Other operating income is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Supplementary income | 1,303 | 1,503 | |
| Gains on fixed assets | 51 | 823 | |
| Turbine availability income | 12,692 | 2,390 | |
| Income from sale of interests in institutional partnerships - Horizon | 82,671 | 61,238 | |
| Amortization of deferred income related to power purchase agreements | 17,654 | 18,272 | |
| Operating indemnities | 3,319 | 1,004 | |
| Other income | 7,541 | 4,294 | |
| 125,231 | 89,524 |
Income from sale of interests in institutional partnerships - Horizon, includes revenue recognition related to production tax credits (PTC) and tax depreciations, related to projects Vento I, II, III, IV and V (see note 33).
The power purchase agreements between Horizon and its customers were valued, at the acquisition date, using discounted cash flow techniques. At that date, these agreements were valued based on market assumptions by approximately 120 million Euros (USD 190.4 million) and recorded as a non-current liability (note 33). This liability is amortised over the period of the agreements against other operating income. As at 31 December 2009, the amortization for the year amounts to 17,654 thousands of Euros (31 December 2008: 18,272 thousands of Euros).
Turbine availability income refers to compensation received from turbines suppliers when the measured average availability of turbines in activity is less than 93% in the first six months and/or less than 97% in any of the subsequent periods of six months during the warranty period.
Operating indemnities refer to amounts received from insurance companies related with accidents in tangible fixed assets accidents and/or losses on the operational activity.
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 Euro'000 |
||
| Euro'000 | |||
| Supplies and services: | |||
| Water, electricity and fuel | 1,876 | 1,808 | |
| Tools and office material | 1,692 | 1,628 | |
| Leases and rents | 22,310 | 17,696 | |
| Communications | 2,679 | 1,686 | |
| Insurance | 8,244 | 6,009 | |
| Transportation, travelling and representation | 7,499 | 6,258 | |
| Commissions and fees | 813 | 574 | |
| Maintenance and repairs | 70,823 | 40,251 | |
| Advertising | 1,848 | 2,223 | |
| Specialised works | |||
| - IT services | 3,457 | 3,274 | |
| - Legal fees | 3,411 | 2,068 | |
| - Advisory fees | 8,707 | 11,935 | |
| - Shared services | 5,931 | 4,338 | |
| - Other services | 4,319 | 3,566 | |
| Royalties | 1,500 | 1,500 | |
| Other supplies and services | 3,195 | 2,133 | |
| 148,304 | 106,947 |
Personnel costs is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Remunerations | 41,135 | 32,840 | |
| Social charges on remunerations | 5,718 | 5,095 | |
| Employee's variable remuneration | 11,563 | 14,257 | |
| Employee's benefits | 1,773 | 1,501 | |
| Other costs | 5,580 | 2,823 | |
| Own work capitalised | -23,855 | -19,505 | |
| 41,914 | 37,011 |
The average breakdown by management positions and professional category of the permanent staff (annual average) as of 31 December 2009 and 2008 is as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Board members | 16 | 14 | |
| Senior management / Senior officers | 52 | 51 | |
| Middle management | 381 | 320 | |
| Highly-skilled and skilled employees | 180 | 143 | |
| Semi-skilled workers | 108 | 116 | |
| 737 | 644 |
The number of employees includes Management and all the employees of all the subsidiaries and associates.
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|||
| Costs with pension plans | 614 | 1,085 | ||
| Costs with medical care plan and other benefits | 19 | 5 | ||
| 633 | 1,090 |
As at 31 December 2009, Costs with pension plans relates to defined contribution plans (596 thousands of Euros) and defined benefit plans (18 thousands of Euros), see also note 31.
Cost with pension plans includes 979 thousands of Euros related to a reversal of the provisions, due to a transfer of responsibilities to other EDP group companies.
Other operating expenses are analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|||
| Direct operating taxes | 11,958 | 8,574 | ||
| Indirect taxes | 6,466 | 4,047 | ||
| Losses on fixed assets | 1,970 | 2,289 | ||
| Lease costs related to the electricity generating centres | 4,995 | 4,343 | ||
| Donations | 285 | 1,988 | ||
| Amortizations of Deferred O&M cost | 872 | 1,629 | ||
| Turbine availability bonus | 661 | 255 | ||
| Other costs and losses | 6,631 | 3,659 | ||
| 33,838 | 26,784 |
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Property, plant and equipment: | |||
| Buildings and other constructions | 594 | 489 | |
| Plant and machinery: | |||
| Hydroelectric generation | 83 | 83 | |
| Thermoelectric generation | 192 | 460 | |
| Wind generation | 306,733 | 201,500 | |
| Other | 349 | 23 | |
| Transport equipment | 142 | 140 | |
| Office equipment | 3,180 | 1,600 | |
| Other | 860 | 344 | |
| 312,133 | 204,639 | ||
| Other intangible assets: Other intangible assets: |
|||
| Industrial property, other rights and other intangibles | 2,217 | 3,125 | |
| 2,217 | 3,125 | ||
| 314,350 | 207,764 | ||
| Amortisation of deferred income (Government grants): | |||
| Investment grants | -2,403 | -696 | |
| -2,403 | -696 | ||
| 311,947 | 207,068 |
Gains / (losses) from the sale of financial assets, for the Group, are analysed as follows:
| 31 Dec 2009 | 31 Dec 2008 | |||
|---|---|---|---|---|
| Disposal % |
Value Euro'000 |
Disposal % |
Value Euro'000 |
|
| Investments in subsidiaries and associates | ||||
| Ibersol Solar Ibérica, S.A. | 50% | 268 | - | - |
| Marquesado del Solar, S.A. | - | - | 50% | 2,378 |
| Investigación y Desarollo de Energias Renovables, S.L. ("IDER") | - | - | 20% | -15 |
| 268 | 2,363 |
Generaciones Especiales I, SL, sold its 50% shareholding in IBERSOL Solar Ibérica, SA to Solar Millennium AG, for 300 thousands of Euros, generating an accounting gain of 268 thousands of Euros.
Other financial income and financial expenses are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Other financial income: | |||
| Interest income | 7,865 | 19,271 | |
| Derivative financial instruments | |||
| Interest | 9,108 | 25,978 | |
| Fair value | 5,983 | 1,692 | |
| Foreign exchange gains | 12,747 | 223,960 | |
| Other financial Income | 14 | - | |
| 35,717 | 270,901 | ||
| Other financial expenses: | |||
| Interest expense | 103,745 | 93,851 | |
| Derivative financial instruments | |||
| Fair value | 4,579 | 5,663 | |
| Foreign exchange losses | 5,629 | 227,272 | |
| Own work capitalised (financial interests) | -74,691 | -39,176 | |
| Unwinding | 65,901 | 57,922 | |
| Other financial expenses | 2,988 | 2,588 | |
| 108,151 | 348,120 | ||
| Financial income / (expenses) | -72,434 | -77,219 | |
Derivative financial instruments - Interest, relates to the interest liquidations on the derivative financial instrument established between EDP Renováveis and EDP Branch (see notes 33 and 35).
Foreign exchange gains (13,274 thousands of Euros) as at 31 December 2009 are essentially related with the appreciation of the Zloty against the Euro ( 8,487 thousands of Euros) and with the financings granted by EDP Branch to EDP Renováveis (2,150 thousands of Euros).
In acordance with the accounting policy described on note 2g), of the 31 December 2009 consolidated financial statetments the borrowing costs (interest) capitalised in tangible fixed assets in progress as at 31 December 2009 amounted to 74,691 thousands of Euros (39,176 thousands of Euros as at 31 December 2008) and are g p g , ( , ) included under Own work capitalised (financial interest). The implicit interest rates used for this capitalisation vary in accordance with the related loans, between 1.839% and 10.250%.
Interest expense refers to interest on loans bearing interest at market rates.
Unwinding expenses refers to the financial update of provisions for dismantling and decommissioning of wind farms 3,134 thousands of Euros, 2008 : 2,157 thousands of Euros (see note 32), to the financial update of the liability related with put option Genesa and Desa 8,620 thousands of Euros, 2008:12,134 thousands of Euros (see note 33) and the implied return in institutional partnerships in US wind farms 54,147 thousands of Euros, 2008: 43,631 thousands of Euros (see note 33).
In accordance with prevailing legislation, tax returns are subject to review and correction by the tax authorities during subsequent years. In Portugal and Spain this period is four years, and 2005 is the last year considered to be definitively reviewed by the tax authorities. In the United States of America, generally, the statute to the issuance by tax authorities (IRS) of a tax additional liquidation is three years from the date of settlement of the annual tax declaration of a company.
Tax losses generated in each year, also subject to inspection and adjustment, may be deductible from taxable profits during subsequent years (6 years in Portugal, 15 years in Spain and 20 years in the EUA). The breakdown of tax losses carried forward and the respective expiration date are presented in Note 20. The companies of the EDP Renováveis Group are taxed, whenever possible, on a consolidated basis allowed by the tax law of the respective countries.
Nuevas Energías de Occidente, S.L. and its subsidiary companies file individual tax declarations in accordance with prevailing tax legislation. Nevertheless, the main Group companies pay income tax following the specific principles of the Special Tax Consolidation Regime, contained in articles 64 and 82 of Royal Legislative Decree 4/2004 whereby the revised corporate income tax law was approved.
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Current tax | -34,112 | -55,047 | |
| Deferred tax | -10,642 | 6,068 | |
| -44,754 | -48,979 | ||
The effective income tax rate as at 31 December 2009 and 2008 is analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|
| Profit before tax | 162,541 | 161,197 |
| Income tax | -44,754 | -48,979 |
| Efective Income Tax Rate | 27.53% | 30.38% |
The reconciliation between the nominal and the effective income tax rate for the Group during the years ended 31 December 2009 and 31 December 2008 is analysed as follows:
| Group | Group | |
|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |
| Euro'000 | Euro'000 | |
| Profit before taxes | 162,541 | 161,197 |
| Nominal income tax rate | 30.00% | 30.00% |
| Expected income taxes | -48,762 | -48,359 |
| Income taxes for the period | -44,754 | -48,979 |
| Difference | 4,008 | -620 |
| Tax effect of operations with institutional partnerships | 22,013 | 37,929 |
| Depreciation and amortization | -4,656 | 24,274 |
| Unrecognised deferred tax assets related to tax losses generated in the period | -31,447 | -51,881 |
| Production tax credits | 14,702 | 815 |
| Fair value of financial instruments and financial investments | -2,587 | -10,062 |
| Financial investments in associates | 1,263 | 1,333 |
| Difference between gains and accounting gains and losses | 727 | -1,225 |
| Autonomous Tax | -493 | -237 |
| Tax exempt dividends | - | -2,084 |
| Tax benefits | 2,666 | -970 |
| Effect of tax rates in foreign jurisdictions | 1,674 | 409 |
| Other | 146 | 1,079 |
| 4,008 | -620 |
The income tax rates in the countries in which the EDP Renováveis Group operates are as follows:
| Tax rate | |||||
|---|---|---|---|---|---|
| Country | Subgroup | 2009 and 2008 |
Subsequent years |
||
| Spain | NEO | 30.00% | 30.00% | ||
| Portugal | NEO | 26.50% | 26.50% | ||
| France | NEO | 33.33% | 33.33% | ||
| Poland | NEO | 19.00% | 19.00% | ||
| Belgium | NEO | 33.99% | 33.99% | ||
| Romania | NEO | 16.00% | 16.00% | ||
| United States | Horizon | 37.63% | 37.63% | ||
| Brazil | EDPR Brazil | 34.00% | 34.00% |
This balance is analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |||
| Euro'000 | Euro'000 | |||
| Cost: | ||||
| Land and natural resources | 13,119 | 11,739 | ||
| Buildings and other constructions | 11,041 | 10,855 | ||
| Plant and machinery: | ||||
| Hydroelectric generation | 2,619 | 2,619 | ||
| Thermoelectric cogeneration | 6,008 | 6,008 | ||
| Wind generation | 7,354,463 | 5,227,721 | ||
| Other plant and machinery | 255 | 247 | ||
| Transport equipment | 1,063 | 686 | ||
| Office equipment and tools | 21,492 | 9,378 | ||
| Other tangible fixed assets | 8,829 | 7,334 | ||
| Assets under construction | 2,038,064 | 2,382,901 | ||
| 9,456,953 | 7,659,488 | |||
| Accumulated depreciation: | ||||
| Depreciation and amortisation expense for the period | -312,133 | -204,639 | ||
| Accumulated depreciation | -509,809 | -313,044 | ||
| -821,942 | -517,683 | |||
| Carrying amount | 8,635,011 | 7,141,805 | ||
The balance of Assets under construction as at 31 December 2008 has been adjusted 89,022 thousands of Euros as a result of the final reclassified due to Neo Catalunya and Romania purchase price allocation carried out in 2009 (see note 17).
The movement in Property, plant and equipment from 31 December 2008 to 31 December 2009, is analysed as follows:
| Balance 1 January Euro'000 |
Acquisitions / Increases Euro'000 |
Disposals Euro'000 |
Transfers Euro'000 |
Exchange Differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Land and natural resources Buildings and other constructions Plant and machinery: |
11,739 10,855 |
1,591 2,802 |
-4 - |
128 - |
-423 -147 |
88 -2,469 |
13,119 11,041 |
| Hydroelectric generation Thermoelectric cogeneration Wind generation |
2,619 6,008 5,227,721 |
- - 49,155 |
- - -974 |
- - 2,189,644 |
- - -130,206 |
- - 19,123 |
2,619 6,008 7,354,463 |
| Other plant and machinery | 247 | - | - | 8 | - | - | 255 |
| Transport equipment Office equipment and tools Other |
686 9,378 7,334 |
527 9,354 478 |
-84 -23 -34 |
- 3,391 1,111 |
-32 -356 -60 |
-34 -252 - |
1,063 21,492 8,829 |
| Assets under construction | 2,382,901 | 1,831,280 | -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 |
Impairment Losses / Reverses Euro'000 |
Disposals Euro'000 |
Exchange Differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance 31 December Euro'000 |
|
| Accumulated depreciation and impairment losses |
|||||||
| Buildings and other constructions Plant and machinery: |
1,736 | 594 | - | - | -16 | -27 | 2,287 |
| Hydroelectric generation Thermoelectric cogeneration |
1,443 5,817 |
83 192 |
- - |
- - |
- - |
- - |
1,526 6,009 |
| Wind generation | 499,925 | 306,733 | - | -180 | -8,893 | 1,791 | 799,376 |
| Other plant and machinery Transport equipment Office equipment and tools |
214 266 4,256 |
349 142 3,180 |
- - - |
- -34 -25 |
- -9 -90 |
-336 2 -271 |
227 367 7,050 |
| Other | 4,026 | 860 | - | -28 | -28 | 270 | 5,100 |
Plant and Machinery includes the cost of the wind farms under operation.
Perimeter variations/regularisations include, among others, the effect of the acquisition of the wind power companies CENAEEL and Elebrás, Brazilian subsidiaries, and other companies of NEO Group, mainly Mardelle, Quinze Mines, Vallée du Moulin, Bon Vent de L'Ebre, Elektrownia Wiatrowa Kresy and Aprofitament D'Energies Renovables de la Terra Alta, totalling 40,032 thousands of Euros.
Aquisitions / Increases of assets under construction include 35,756 thousands of Euros related to the purchase price allocation performed in 2009 for the companies acquired during the year (see note 17).
The movement in Property, plant and equipment from 31 December 2007 to 31 December 2008, is analysed as follows:
| Balance 1 January Euro'000 |
Acquisitions Euro'000 |
Disposals Euro'000 |
Transfers Euro'000 |
Exchange Differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Land and natural resources | 4,589 | - | -2,886 | 6 | -781 | 10,811 | 11,739 |
| Buildings and other constructions Plant and machinery: |
241,920 | 2,898 | - | -233,333 | -630 | - | 10,855 |
| Hydroelectric generation | 2,619 | - | - | - | - | - | 2,619 |
| Thermoelectric cogeneration | 6,008 | - | - | - | - | - | 6,008 |
| Wind generation | 2,640,479 | 13,427 | -8,524 | 2,353,325 | 152,953 | 76,061 | 5,227,721 |
| Other plant and machinery | 247 | - | - | - | - | - | 247 |
| Transport equipment | 332 | 308 | - | - | 33 | 13 | 686 |
| Office equipment and tools | 5,091 | 1,971 | -3 | 1,470 | 222 | 627 | 9,378 |
| Other | 27,754 | 47,236 | -109 | 629 | 38 | -68,214 | 7,334 |
| Assets under construction | 2,303,822 | 2,156,430 | -4,600 | -2,122,097 | 47,461 | 1,885 | 2,382,901 |
| 5,232,861 | 2,222,270 | -16,122 | - | 199,296 | 21,183 | 7,659,488 |
| Balance 1 January Euro'000 |
Charge for the period Euro'000 |
Impairment Losses / Reverses Euro'000 |
Disposals Euro'000 |
Exchange Differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Accumulated depreciation and impairment losses: |
|||||||
| 3,780 | 489 | - | - | 5 | -2,538 | 1,736 | |
| Plant and machinery: | |||||||
| Hydroelectric generation | 1,360 | 83 | - | - | - | - | 1,443 |
| Thermoelectric cogeneration | 5,357 | 460 | - | - | - | - | 5,817 |
| Wind generation | 286,419 | 201,500 | -278 | -27 | 6,817 | 5,494 | 499,925 |
| Other plant and machinery | 191 | 23 | - | - | - | - | 214 |
| 114 | 140 | 10 | 2 | 266 | |||
| 2,822 | 1,600 | -1 | 59 | -224 | 4,256 | ||
| 6,518 | 344 | -41 | -21 | 18 | -2,792 | 4,026 | |
| 306,561 | 204,639 | -320 | -48 | 6,909 | -58 | 517,683 |
Assets under construction as at 31 December 2009 and 2008 are analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|||
| Electricity business: | ||||
| Horizon Wind Energy Group | 438,274 | 891,131 | ||
| NEO Group | 1,595,787 | 1,491,410 | ||
| EDP Renováveis | 1,861 | 296 | ||
| EDP Renováveis Brasil | 2,142 | 64 | ||
| 2,038,064 | 2,382,901 |
Assets under construction as at 31 December 2009 and 2008 for NEO and Horizon Group are essentially related to wind farms under construction and development.
Financial interests capitalised amount to 74,691 thousands of Euros as at 31 December 2009 and 39,176 thousands of Euros as at 31 December 2008 (see note 13).
Personnel costs capitalised amount to 23,855 thousands of Euros as at 31 December 2009 (31 December 2008: 19,505 thousands of Euros) (see note 9).
The EDP Renováveis Group has lease and purchase obligations as disclosed in Note 36 - Commitments below.
This balance is analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|
| Cost: | ||
| Industrial property, other rights and other intangible assets | 30,378 | 33,521 |
| Intangible assets under development | 2,844 | 2,840 |
| 33,222 | 36,361 | |
| Accumulated amortisation: | ||
| Depreciation and amortisation expense for the period | -2,217 | -3,125 |
| Accumulated depreciation | -13,665 | -10,828 |
| -15,882 | -13,953 | |
| Carrying amount | 17,340 | 22,408 |
Industrial property, other rights and other intangible assets include 14,035 thousands of Euros and 13,920 thousands of Euros related to wind generation licenses of Portuguese companies (31 December 2008: 18,022 thousands of Euros) and Horizon Group (31 December 2008: 14,408 thousands of Euros), respectively.
Intangible assets under development are essentially related to advances for the acquisition of electricity wind generation licenses.
The movement in Intangible assets from 31 December 2008 to 31 December 2009, is analysed as follows:
| Balance at 1 January Euro'000 |
Acquisitions Euro'000 |
Disposals Euro'000 |
Transfers Euro'000 |
Exchange differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Industrial property, other rights and | |||||||
| other intangible assets | 33,521 | 39 | - | -2,773 | -409 | - | 30,378 |
| Intangible assets under development | 2,840 | 4 | - | - | - | - | 2,844 |
| 36,361 | 43 | - | -2,773 | -409 | - | 33,222 | |
| Perimeter | |||||||
| Balance at 1 January Euro'000 |
Charge for the year Euro'000 |
Impairment Euro'000 |
Disposals Euro'000 |
Exchange differences Euro'000 |
Variations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
| Accumulated amortisation: | |||||||
| Industrial property, other rights and | |||||||
| other intangible assets | 13,953 | 2,217 | -105 | -183 | 15,882 |
The movement in Intangible assets during 2008, is analysed as follows:
| Balance at 1 January Euro'000 |
Acquisitions Euro'000 |
Disposals Euro'000 |
Transfers Euro'000 |
Exchange differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Industrial property, other rights and other intangible assets Intangible assets under development |
29,677 3,781 |
295 - |
- -941 |
2,744 - |
795 - |
10 - |
33,521 2,840 |
| 33,458 | 295 | -941 | 2,744 | 795 | 10 | 36,361 | |
| Balance at 1 January Euro'000 |
Charge for the year Euro'000 |
Disposals Euro'000 |
Transfers Euro'000 |
Exchange differences Euro'000 |
Perimeter Variations / Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
| Accumulated amortisation: | |||||||
| Industrial property, other rights and other intangible assets |
10,500 | 3,125 | - | 205 | 110 | 13 | 13,953 |
| 10,500 | 3,125 | - | 205 | 110 | 13 | 13,953 |
For the Group, the breakdown of Goodwill resulting from the difference between the cost of the investments and the corresponding share of the fair value of the net assets acquired, is analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|||
| Electricity business: | ||||
| Goodwill booked in NEO Group | 765,987 | 735,941 | ||
| Goodwill booked in Horizon Wind Energy Group | 550,868 | 569,777 | ||
| Goodwill booked in EDP Renováveis Brazil Group | 1,501 | - | ||
| 1,318,356 | 1,305,718 |
EDP Renováveis Group goodwill as at 31 December 2009 and 31 December 2008 is analysed as follows:
| Group | ||||
|---|---|---|---|---|
| Functional Currency |
31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Horizon group | US Dollar | 550,868 | 569,777 | |
| Genesa group | Euro | 477,522 | 441,356 | |
| Ceasa group | Euro | 117,513 | 146,469 | |
| Relax Winds group (Poland) | Zloty | 26,410 | 25,424 | |
| Enernova group | Euro | 42,588 | 43,011 | |
| NEO Galia SAS group | Euro | 83,160 | 45,104 | |
| Hollywell group | Euro | - | 8,007 | |
| Ridgeside group | Euro | - | 4,317 | |
| Romania group | Lei | 10,931 | 14,803 | |
| NEO Catalunia | Euro | 4,689 | 4,187 | |
| EDPR Brazil Group | Brazilian Real | 1,501 | - | |
| Other | Euro | 3,174 | 3,263 | |
| 1,318,356 | 1,305,718 |
In accordance with IFRS 3, following the final purchase price allocation carried out in 2009, the goodwill for NEO Catalunia and Romania subgroups as at 31 December 2008 was reclassified in the amounts of 17,012 thousands of Euros and 49,658 thousands of Euros, respectively (see information disclosed below in this note).
In accordance with IFRS 3, following the final purchase price allocation carried out in 2008, the goodwill for Relax wind subgroup as at 31 December 2007 was reclassified in the amounts of 43,908 thousands of Euros.
During the year 2009, the movements in Goodwill, by subgroup, are analysed as follows:
| Perimeter | |||||||
|---|---|---|---|---|---|---|---|
| Balance at 1 January Euro'000 |
Increases Euro'000 |
Decreases Euro'000 |
Impairment Euro'000 |
Exhange Differences Euro'000 |
Variations/ Regularisations Euro'000 |
Balance at 31 December Euro'000 |
|
| Electricity Business | |||||||
| Horizon 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 |
| Relax Winds group (Poland) | 25,424 | 736 | - | - | 250 | - | 26,410 |
| Enernova group | 43,011 | - | -423 | - | - | - | 42,588 |
| NEO Galia SAS group | 45,104 | 113 | - | - | 37,943 | 83,160 | |
| Hollywell group | 8,007 | - | - | - | - | (8,007) | - |
| Ridgeside group | 4,317 | - | - | - | - | (4,317) | - |
| Romania group | 14,803 | 216 | -4,088 | - | - | - | 10,931 |
| Neo Catalunia | 4,187 | 502 | - | - | - | - | 4,689 |
| EDPR Brazil Group | - | 1,246 | - | - | 255 | - | 1,501 |
| Other | 3,263 | - | - | - | - | (89) | 3,174 |
| 1,305,718 | 39,055 | (8,013) | - | (18,404) | - | 1,318,356 |
During the year 2008, the movements in Goodwill, by subgroup, are analysed as follows:
| Balance at 1 January Euro'000 |
Increases Euro'000 |
Decreases Euro'000 |
Impairment Euro'000 |
Other Euro'000 |
Perimeter Variations/ Regularisations Euro'000 |
Balance at 30 June Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Electricity Business | |||||||
| Horizon group | 539,353 | - | - | - | 30,424 | - | 569,777 |
| Genesa group | 459,812 | 1,674 | -19,116 | - | - | (1,014) | 441,356 |
| Ceasa group | 141,949 | 8,484 | -3,964 | - | - | - | 146,469 |
| Relax Winds group (Poland) | 14,010 | 35,920 | -24,506 | - | - | - | 25,424 |
| Enernova group | 42,971 | 40 | - | - | - | - | 43,011 |
| NEO Galia SAS group | - | 52,472 | -7,368 | - | - | - | 45,104 |
| Hollywell group | - | 8,118 | -111 | - | - | - | 8,007 |
| Ridgeside group | - | 4,368 | -51 | - | - | - | 4,317 |
| Romania group | - | 14,803 | - | - | - | - | 14,803 |
| Neo Catalunia | - | 4,187 | - | - | - | - | 4,187 |
| Other | 3,075 | 188 | - | - | - | - | 3,263 |
| 1,201,170 | 130,254 | (55,116) | - | 30,424 | (1,014) | 1,305,718 |
During 2009, the accounting value of assets, liabilities and contingent liabilities recognised at the date of acquisition for the business combinations carried out (Elektrownia Wiatrowa Kresy I, Vallée du Moulin, Mardelle, Quinze Mines, Coll de la Garganta, Serra Voltorera, Bon Vent de L'Ébre, Bon Vent de Vilalba, Bon Vent de Corbera, Cenaeel and Elebrás) were as follows:
| Book Value |
||
|---|---|---|
| Property, plant and equipment Other assets Non-current assets |
105,210 9,734 114,944 |
|
| Total assets | 114,944 | |
| Other non-current term liabilities Current liabilities Total liabilities |
13,454 45,896 59,350 |
|
| Net assets acquired | 55,594 |
Goodwill arising from the acquisition of the Horizon Wind Energy Group was determined in USD as at 31 December 2009 and amounts to 775,251 thousands of USD, corresponding to 550,868 thousands of Euros (31 December 2008: 569,777 thousands of Euros), including the related transaction costs in the amount of 12,723 thousands of Euros. The decrease in Horizon group goodwill is related with the effect from exchange differences of EUR/USD of 18,909 thousands of Euros (increase of 30,424 thousands of Euros as at 31 December 2008).
The increase in Genesa Group goodwill is related with revaluation of the put options of Caja Madrid over Genesa and Desa amounting aproximately 36,139 thousands of Euros (31 December 2008: approximately 18,000 thousands of Euros) and the acquisition of the subsidiary Hidroelectrica Fuentermosa (27 thousands of Euros).
The increase in Ceasa Group goodwill is related with the acquisition of 48.7% of Aprofitament D'Energies Renovables de la Terra Alta, S.A., with an acquisition cost of 1,083 thousands of Euros.
The decrease in Ceasa Group goodwill results from the decrease of the acquisition price of Parc eolic Coll de Moro, S.L. (1,555 thousands of Euros), Parc eolic Torre Madrina, S.L. (1,555 thousands of Euros) and Parc eolic de Vilalba des Arcs, S.L. (392 thousands of Euros) and from the restructuring process that originated the transfer of French subsidiaries from Ceasa subgroup to Neo Galia subgroup (25,530 thousands of Euros).
In 2007 EDP Renováveis Group has acquired a group of companies in Poland (Relax Wind Group) in order to enter into the wind power sector in this country.
In 2008 EDP Renováveis Group has made an analysis of the MW licensed for construction with the purpose of calculating the payable success fee. As a consequence EDP Renováveis Group has paid an additional amount reflected in goodwill of 19,628 thousands of Euros. Therefore the total increase in goodwill in Relax Winds group has been 35,920 thousands of Euros, during 2008.
In 2009, the increase in Relax Winds Group goodwill is related with the acquisition of 100% of the share capital of subsdiary Elektrownia Wiatrowa Kresy I, S.P. ("Kresy") (736 thousands of Euros) with an acquisition cost of 8.160 thousands of Euros and with the effect from exchange differences of EUR/PLN of 250 thousands of Euros.
The effects of the final PPA of Kresy carried out in 2009 are analysed as follows:
| Book value Kresy |
Assets and Fair value adjustments Kresy |
Assets and Liabilities at fair value Kresy |
|
|---|---|---|---|
| Property, plant and equipment | 382 | 9,066 | 9,448 |
| Other assets (including licenses) | 88 | - | 88 |
| Total assets | 470 | 9,066 | 9,536 |
| 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 cost | 8,160 | ||
| Goodwill | 736 |
The decrease in Enernova Group goodwill is related with an adjustment to the contingent price of the subsidiary Bolores - Energia eólica, S.A..
In 2008, EDP Renováveis acquired in France the NEO Galia SAS subgroup from EOLE 76 and Eurocape, consisting of 3 wind farms in operation in the Normandy region, with a gross installed capacity of 35 MW and an average load factor of 27% and several wind farm projects under development, mostly located in the Normandy and Rhônes-Alpes regions, with an expected average load factor of 28%, representing a total capacity of 560 MW.
The cost of acquisition of the NEO Galia subgroup amounts to 43,088 thousands of Euros, which considering the subgroup's negative net assets of 480 thousands of Euros, originates a goodwill of 43,568 thousands of Euros. This amount includes 8,525 thousands of Euros corresponding to the best estimate of the additional success fees that will be paid for the wind farms that obtain construction licenses until 31 December, 2013. Additionally, during 2008 the interests held by Ridgeside and Hollywell in companies Bataille, Calengeville, Hetroye, Varimpre and Vatines have been transferred to Neo Galia through a share capital increase in kind, originating an increase of goodwill of 8,904 thousands of Euros, totalling 52,472 thousands of Euros of increase in goodwill during 2008.
The cost of acquisition of Hollywell amounts to 7,678 thousands of Euros, which, considering the company's negative assets of 440 thousands of Euros, originates d ll f h d f goodwill of 8,118 thousands of Euros.
In 2009, the increase in Neo Galia SAS Group goodwill results from the acquisition of Valleé du Molin, SARL (44 thousands of Euros), Mardelle, SARL (25 thousands of Euros) and Quinze Mines, SARL (44 thousands of Euros) and from the restructuring process that originated the transfer of French subsidiaries from Ceasa, Hollywell, Ridgeside and Other subgroups to Neo Galia subgroup (37,943 thousands of Euros),
The decrease in Hollywell and Ridgeside Groups goodwill results from the restructuring process that originated the transfer of these two subgroups to Neo Galia subgroup (8,007 thousands of Euros and 4,317 thousands of Euros, respectively).
In 2008, EDP Renováveis group acquired 85% of share capital of Renovatio Power and Cernavoda Power, two romanian companies that own projects for wind power generation with a total capacity of 736 MW.
The acquisition cost was 64,435 thousands of Euros, including a sucess fee of 63,217 thousands of Euros. Considering the companies negative net asset of 26 thousands of Euros, the goodwill originated, amounted to 64,461 thousands of Euros.
In 2009, the increase in Romania Group goodwill is related with an increase in the acquisition contingent price (216 thousands of Euros) of the company Renovatio Power.
In 2009, the decrease in Romania Group goodwill (4,088 thousands of Euros) results from the decrease of the payable success fees as pre-established contractual assumptions were not achieved.
The effects of the final PPA carried out in 2009 is analysed as follows:
| Book value Romania Group |
Assets and Fair value adjustments Romania Group |
Assets and Liabilities at fair value Romania Group |
|
|---|---|---|---|
| Property, plant and equipment | 11,222 | 67,823 | 79,045 |
| Other assets (including licenses) Total assets |
296 11,518 |
- 67,823 |
296 79,341 |
| Non controlling interests | - | 8,763 | 8,763 |
| Deferred tax liabilities | - | 9,402 | 9,402 |
| Other liabilities | 11,551 | - | 11,551 |
| Total non controlling interests and liabilities | 11,551 | 18,165 | 29,716 |
| Net assets at fair value | 49,625 | ||
| Acquisition cost | 60,556 | ||
| Goodwill | 10,931 | ||
In 2008 Neo Catalunya, a 100% subsidiary of NEO, acquired from Copcisa Eléctrica, S.L.U. two companies, Bom Vent Corbera, S.L. and Bom Vent Vilalba, S.L., that own several wind farms in development stage, with an expected installed capacity of 99 MW. The acquisition cost was 21,370 thousands of Euros which resulted in a goodwill of 21,199 thousands of Euros.
In 2009, the increase in Neo Catalunia Group goodwill is related with the acquisition of 100% of the share capital of subsdiary Bom Vent de L'Ébre ("Ébre") (502 thousands of Euros) with na acquisition cost of 7,687 thousands of Euros. The effects of the final PPA carried out in 2009 are analysed as follows:
| Book value Ebre |
Assets and Fair value adjustments Ebre |
Assets and Liabilities at fair value Ebre |
|
|---|---|---|---|
| Property, plant and Property, plant and equipment |
4,113 | 8,995 | 13,108 |
| Other assets (including licenses) | 1,012 | - | 1,012 |
| Total assets | 5,125 | 8,995 | 14,120 |
| Deferred tax liabilities | - | 1,864 | 1,864 |
| Other liabilities | 5,070 | - | 5,070 |
| Total non controlling interests and liabilities | 5,070 | 1,864 | 6,934 |
| Net assets at fair value | 7,186 | ||
| Acquisition cost | 7,688 | ||
| Goodwill | 502 |
The increase in EDPR Brazil Group goodwill is related with the acquisition of 100% of share capital of CENAEEL in the amount of 1,246 thousands of Euros and with the effect from exchange difference of the EUR/BRL of 255 thousands of Euros. In 2009 EDPR Brazil Group also acquired 100% of share capital of Elebrás but the no goodwill was generated in the acquisition. The acquisition price of these two companies was approximately 15,000 thousands of Euros.
The effects of the final PPA of Cenaeel carried out in 2009 are analysed as follows:
| Book value EDPR Brazil Group |
Assets and Fair value adjustments EDPR Brazil Group |
Assets and Liabilities at fair value EDPR Brazil Group |
|
|---|---|---|---|
| Property, plant and equipment | 15,790 | 18,186 | 33,976 |
| Other assets (including licenses) | 4,362 | - | 4,362 |
| Total assets | 20,152 | 18,186 | 38,338 |
| Deferred tax liabilities | - | 5,742 | 5,742 |
| Other liabilities | 10,458 | - | 10,458 |
| Total non controlling interests and liabilities | 10,458 | 5,742 | 16,200 |
| Net assets at fair value | 22,138 | ||
| Acquisition cost | 23,384 | ||
| Goodwill | 1,246 |
During 2009 the EDP Renováveis Group has paid an amount of 74,342 thousands of Euros (31 December 2008: 91,099 thousands of Euros) for business combinations, which includes na amount of 6,250 thousands of Euros of cash and cash equivalents acquired (5,171 thousands of Euros).
During 2008, the accounting value of assets, liabilities and contingent liabilities recognised at the date of acquisition for the business combinations carried out (Neo Galia, Ridgeside, Hollywell, Romania and Neo Catalunia) were as follows:
| Book Value |
|
|---|---|
| Intangible assets | 2 |
| Property, plant and equipment | 55,583 |
| Financial investments | 63,373 |
| Goodwill | - |
| Non-current assets | 118,958 |
| Current assets | 18,741 |
| Total assets | 137,699 |
| Medium and long term financial debt | 112,557 |
| Other non-current term liabilities | 17,073 |
| Current liabilities | 18,294 |
| Total liabilities | 147,924 |
| Net assets acquired | (10,225) |
The details of the combination cost, the net assets acquired and goodwill, for 2008 acquisitions are as follows:
| 2008 Total |
|
|---|---|
| Combination cost Amount paid (or attributed value) Directly attributable costs Contingent purchase price Total combination cost |
64,269 4,689 71,742 140,700 |
| Book value of net assets acquired Goodwill (difference between the value of net |
(10,207) |
| assets acquired and cost of acquisition) | 150,907 |
Relax Wind Group
During 2008 the goodwill assigned to the acquisition of the Relax Wind Group has changed due to a purchase price allocation carried out:
| Book value Relax Winds Group |
2007 Assets and Fair value adjustments Relax Winds Group |
2008 Assets and Fair value adjustments Relax Winds Group |
Assets and Liabilities at fair value Relax Winds Group |
|
|---|---|---|---|---|
| Property, plant and equipment | 2,615 | 86,818 | - | 89,433 |
| Other assets (including licenses) | 1,082 | - | - | 1,082 |
| Total assets | 3,697 | 86,818 | - | 90,515 |
| Non controlling interests | - | 27,986 | (24,502) | 3,484 |
| Deferred tax liabilities | - | 14,924 | - | 14,924 |
| Other liabilities | 3,108 | - | - | 3,108 |
| Total non controlling interests and liabilities | 3,108 | 42,910 | (24,502) | 21,516 |
| Net assets at fair value | 68,999 | |||
| Acquisition cost | 94,423 | |||
| Goodwill | 25,424 | |||
During 2008 the goodwill assigned to the acquisition of the Neo Galia Group has changed due to a purchase price allocation carried out:
| Book value Neo Galia Group |
Assets and Fair value adjustments Neo Galia Group |
Assets and Liabilities at fair value Neo Galia Group |
|
|---|---|---|---|
| Property, plant and equipment | 41,783 | 9,458 | 51,241 |
| Other assets (including licenses) | 55,175 | - | 55,175 |
| Total assets | 96,958 | 9,458 | 106,416 |
| Deferred tax liabilities | - | 2,090 | 2,090 |
| Other liabilities | 106,859 | - | 106,859 |
| Total liabilities | 106,859 | 2,090 | 108,949 |
| Net assets at fair value | (2,533) | ||
| Acquisition cost | 54,895 | ||
| Goodwill | 57,428 | ||
The goodwill of each of the subgroups of the Neo Group are tested for impairment anually. In the case of operational wind farms is performed by determining the recoverable value through the value in use of the different cash generating units (CGUs) comprising each of the subgroups of the Neo Group. In the case of wind farms at different stages of development, the recoverable value is determined using the fair value, less cost of sales.
The EDP Renováveis Group considers as CGUs the subsidiaries or subgroups taking in consideration the transaction that originates the goodwill.
The recoverable value of a CGU is determined based on calculations of the value in use. These calculations use cash flow projections based on financial budgets covering a period of five years approved by management. Cash flows after the five-year period are extrapolated using estimated growth rates. The growth rate does not exceed the average long-term growth rate of renewable energy generating businesses.
The method for determining the fair value of projects under development applied by the Neo Group is similar to that for determining the value in use of a CGU, adjusted for the probability of projects in development being completed and obtaining all the operating permits and licences.
The valuation analysis method used to evaluate the goodwill of NEO was based on a discounted cash flow model using unlevered pre-tax cash flows.
The valuation analysis method used to evaluate the goodwill of Horizon was based on a discounted cash flow model utilizing unlevered pre-tax cash flows generated from existing projects.
The assumptions used for goodwill impairment tests as of 31 December 2009 and 2008 were as follows:
| 31 December 2009 | ||||||
|---|---|---|---|---|---|---|
| Cash Generating Unit |
Activity | Recoverable amount (basis of calculation) (gross of tax effect) |
Cash flows basis of calculation | Cash flows period and Terminal value |
Growth rate for cash flows |
Discount rate used (gross of tax effect) |
| Horizon group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects / power purchase agreements |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution and market sales price |
Discount rate (USA): 5.9% Cash Grant deal 6.8% PTC deal |
| Genesa group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 6.06% |
| Ceasa group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 6.06% |
| Relax Winds group (Poland) |
Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 7.41% |
| Enernova group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 5.83% |
| NEO Galia SAS group |
Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 5.83% |
| Romania group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 7.33% |
| Neo Catalunia | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) 15% of CAPEX |
Estimation of tariffs evolution |
Discount rate (Esp): 6.06% |
| 31 December 2008 | ||||||
| Cash Generating Unit |
Activity | Recoverable amount (basis of calculation) (gross of tax effect) |
Cash flows basis of calculation | Cash flows period and Terminal value |
Growth rate for cash flows |
Discount rate used (gross of tax effect) |
| Horizon group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects / power purchase agreements |
Useful life of equipments (20 years) 15% of CAPEX |
10% | Discount rate: 8% |
| Genesa group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) (a) |
Estimation of tariffs evolution |
Discount rate (Esp): 6.96% |
|---|---|---|---|---|---|---|
| Ceasa group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) (a) |
Estimation of tariffs evolution |
Discount rate (Esp): 6.06% |
| Relax Winds group (Poland) |
Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) (a) |
Estimation of tariffs evolution |
Discount rate (Esp): 8.53% |
| Enernova group | Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) (a) |
Estimation of tariffs evolution |
Discount rate (Esp): 7.66% |
| NEO Galia SAS group |
Wind Generation | Value in use Equity Value (DCF) |
Installed capacity and tariff evolution prospects in the market |
Useful life of equipments (20 years) (a) |
Estimation of tariffs evolution |
Discount rate (Esp): 6.66% |
The EDP Renováveis Group has considered a terminal value, after 20 years of wind farms use, that corresponds to the valuation of (i) the possibility of increasing the generation capacity of the wind farms, (ii) the maintenace of licenses and rights of EDP Renováveis to use wind farms and (iii) the additional value related with the remain useful life of wind farms beyond the period above referred.
During 2009, the EDPR Renováveis Group has carried out the purchase price allocation of Neo Catalunia and Romania subgroups acquired during 2008. In accordance to IFRS 3, the fair value of identifiable assets liabilities or contingent liabilities are adjusted with effect from the date of acquisition. Therefore, the Group has made the following reclassifications of 31 December 2008 balances:
| 31 Dec 2008 Euro'000 |
PPA Reclassifications Euro'000 |
31 Dec 2008 Reclassified Euro'000 |
|
|---|---|---|---|
| Property, plant and equipment | 7,052,783 | 89,022 | 7,141,805 |
| Goodwill | 1,372,388 | -66,670 | 1,305,718 |
| Assets | 8,425,171 | 22,352 | 8,447,523 |
| Non controlling interest | 82,751 | 8,763 | 91,514 |
| Deferred tax liabilities | 303,331 | 13,589 | 316,920 |
| Total non controlling interests and liabilities | 386,082 | 22,352 | 408,434 |
During 2008, the EDPR Renováveis Group has carried out the purchase price allocation of Relax Wind subgroup acquired during 2007. In accordance to IFRS 3, the fair value of identifiable assets liabilities or contingent liabilities are adjusted with effect from the date of acquisition. Therefore, the Group has made the following reclassifications of 31 December 2007 balances:
| 31 Dec 2007 Euro'000 |
PPA Reclassifications Euro'000 |
31 Dec 2007 Reclassified Euro'000 |
|
|---|---|---|---|
| Property, plant and equipment l d |
4,839,482 | 86,818 | 4,926,300 |
| Goodwill | 1,245,078 | -43,908 | 1,201,170 |
| Assets | 6,084,560 | 42,910 | 6,127,470 |
| Non controlling interest | 185,587 | 27,986 | 213,573 |
| Deferred tax liabilities | 278,470 | 14,924 | 293,394 |
| Total non controlling interests and liabilities | 464,057 | 42,910 | 506,967 |
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Investments in associates: | |||
| Equity holdings in associates | 47,609 | 40,782 | |
| Carrying amount | 47,609 | 40,782 | |
For the purpose of annual accounts presentation, goodwill arising from the acquisition of associated companies is presented in this caption, included in the total amount of Equity holdings in associates.
The breakdown of Investments in associates as at 31 December 2009, is analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 | ||
| Investment Euro'000 |
Impairment Euro'000 |
|
| Associated companies: | ||
| Desarrollos Eólicos de Canárias, S.A. | 11,235 | - |
| Parque Eólico altos del Voltoya, S.A. | 9,593 | - |
| ENEOP - Éolicas de Portugal, S.A. | 6,907 | - |
| Parque Eólico Sierra del Madero S.A. | 5,485 | - |
| Veinco Energia Limpia S.L. | 4,154 | - |
| Parque Eólico Belmonte, S.A. | 3,073 | - |
| Associates of Valle del Ebro Ingeniería y Consultoría, S.L. | 2,014 | - |
| Hidroastur S.A. | 1,937 | - |
| Horizon Wind Energy | 1,686 | |
| Other | 1,525 | - |
| 47,609 | - |
The breakdown of Investments in associates as at 31 December 2008, is analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2008 | ||||
| Investment Euro'000 |
Impairment Euro'000 |
|||
| Associated companies: | ||||
| Desarrollos Eólicos de Canárias, S.A. | 10,735 | - | ||
| ENEOP - Éolicas de Portugal, S.A. | 6,486 | - | ||
| Parque Eólico Sierra del Madero S.A. | 5,454 | - | ||
| Veinco Energia Limpia S.L. | 4,154 | - | ||
| Parque Eólico altos del Voltoya, S.A. | 3,481 | - | ||
| Parque Eólico Belmonte, S.A. | 3,243 | - | ||
| Associates of Valle del Ebro Ingeniería y Consultoría, S.L. | 2,241 | - | ||
| Hidroastur S.A. | 2,112 | - | ||
| Horizon Wind Energy | 2,031 | - | ||
| Other | 845 | - | ||
| 40,782 | - |
The movement in Investments in associates, is analysed as follows:
| Group | Group | |
|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|
| Balance as at 1 January | 40,782 | 32,514 |
| Acquisitions | 7,207 | 3,569 |
| Disposals | -137 | -210 |
| Share of profits of associates | 3,939 | 4,369 |
| Dividends received | -4,107 | -2,693 |
| Exchange differences | -75 | 151 |
| Changes in consolidation method | - | 3,436 |
| Changes in perimeter consolidation | - | -201 |
| Transfers/Regularizations | - | - 153 |
| Balance as at 31 December | 47,609 | 40,782 |
Acquisitions of investments in associates are mainly related to Aprofitament D'Energies Renovables de L'Ebre, S.A. (1,507 thousands of Euros) and Parque Eólico del Voltoya, S.A. (5,700 thousands of Euros).
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Sociedad Eólica de Andalucia, S.A. (16.67%) | 11,766 | 10,854 | |
| Aprofitament D'Energies Renovables de la Terra Alta, S.A. | - | 783 | |
| Wind Expert | 500 | 500 | |
| Other | 364 | 364 | |
| 12,630 | 12,501 |
During 2009, EDP Renováveis Group has increased its share capital interest in subsidiary Aprofitament D'Energies Renovables de la Terra Alta, S.A. and started to consolidate the subsidiary under the full consolidated method (see note 5).
The assumptions used in the valuation models of available for sale financial assets are as the same used to the impairment test.
The EDP Renováveis Group records the tax effect arising from temporary differences between the assets and liabilities determined on an accounting basis and on a tax basis, which are analysed as follows:
| Deferred tax assets | Deferred tax liabilities | Net deferred tax | ||||
|---|---|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|
| Tax losses brought forward | 3,593 | 3,008 | - | - | 3,593 | 3,008 |
| Provisions | 2,136 | 2,173 | - | - | 2,136 | 2,173 |
| Derivative financial instruments | 5,543 | 3,581 | 2,743 | 1,374 | 2,800 | 2,207 |
| Property, plant and equipment | 16,082 | 12,142 | 8,052 | 10,542 | 8,030 | 1,600 |
| Allocation of fair value to assets and liabilities | - | - | 330,911 | 304,865 | -330,911 | -304,865 |
| Accounting revaluations | - | - | 21 | 127 | -21 | -127 |
| Other | 712 | 930 | 1,197 | 12 | -485 | 918 |
| 28,066 | 21,834 | 342,924 | 316,920 | -314,858 | -295,086 |
Allocation of fair value to assets and liabilities in 2008 includes the effect of the final purchase price allocation of NEO Cataluña (4,187 thousands of Euros) and Romania (9,402 thousands of Euros), perfomed during 2009.
The movements in deferred tax assets and liabilities during the year are analysed as follows:
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||||
|---|---|---|---|---|---|
| Tax Assets | Tax Liabilities | Tax Assets | Tax Liabilities | ||
| Opening balance | 21,834 | -316,920 | 16,719 | -293,393 | |
| Increases charged to the profit and loss account | 7,548 | -24,886 | 4,456 | -3,500 | |
| Decreases charged to the profit and loss account | -3,489 | 10,106 | -3,352 | 8,464 | |
| Increases charged to reserves | 1,969 | -1,692 | 3,572 | -13,413 | |
| Decreases charged to reserves | - | -63 | - | 1,473 | |
| Change in the applicable tax rate | -14 | 178 | |||
| Other movements | 204 | -9,469 | 453 | -3,140 | |
| 28,066 | -342,924 | 21,834 | -303,331 |
Aas referred above, the opening balance of Tax liabilities as at 1 January 2009 includes the effect of the final purchase price allocation of NEO Cataluña (4,187 thousands of Euros) and Romania (9,402 thousands of Euros), perfomed during 2009.
Other movements of deferred tax liabilities relates mainly to the effect of purchase price allocations ocurring in 2009 related to Poland, Catalunia and France (3,944 thounsands of Euros) and Elebrás and Cenaeel ( 6,452 thousands of Euros).
Details of deferred tax assets and liabilities that will be realised or reversed in over 12 months are as follows:
| Tax Assets | Tax Liabilities 31 Dec 2009 |
||
|---|---|---|---|
| 31 Dec 2009 | |||
| Euro'000 | Euro'000 | ||
| Provisions | 83 | - | |
| Derivative financial instruments | 5,543 | 2,743 | |
| Allocation of acquired assets and liabilities fair values | - | 321,207 | |
| Property, plant and equipement | 14,853 | 3 | |
| Accounting revaluations | - | 21 | |
| Others | 687 | 7 | |
| 21,166 | 323,981 |
The Group tax losses and tax credits carried forward are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Expiration date: | |||
| 2010 | 11 | 11 | |
| 2011 | 232 | 21 | |
| 2012 | 224 | 27 | |
| 2013 | 214 | 105 | |
| 2014 | 151 | 3 | |
| 2015 | 4,509 | 7,462 | |
| 2016 | 2,822 | 3,070 | |
| 2017 to 2029 | 640,833 | 218,029 | |
| Without expiration date | 149,304 | - | |
| 798,300 | 228,728 |
The Group has not recorded deferred tax assets for tax losses carried forward of 798,300 thousands of Euros (2008: 228,728 thousands of Euros) due to uncertainty regarding the future realization of the net deferred tax asset. Most of these losses relate to Horizon Wind Energy (622,113 thousands of Euros).
Group
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Advances on account of purchases | 2,795 | 1,915 | |
| Finished and intermediate products | 8,163 | 10,313 | |
| Raw and subsidiary materials and consumables: | |||
| Other consumables | 386 | 149 | |
| 11,344 | 12,377 |
Trade receivables are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Short term trade receivables - Current: | |||
| Spain | 47,914 | 46,221 | |
| United States of America | 27,434 | 21,130 | |
| Portugal | 17,918 | 11,050 | |
| France | 7,072 | 4,168 | |
| Belgium | 5,301 | - | |
| Brazil | 452 | - | |
| Romania | 57 | - | |
| Poland | - | 29 | |
| 106,148 | 82,598 | ||
| Doubtful debts | 2,345 | 2,347 | |
| Impairment losses | -2,345 | -2,347 | |
| 106,148 | 82,598 |
Debtors and other assets are analysed as follows:
| 31 Dec 2009 | 31 Dec 2008 | |
|---|---|---|
| Euro'000 | Euro'000 | |
| Short-term debtors - Current: | ||
| Loans to related parties | 178,028 | 106,625 |
| Derivative financial instruments | 13,765 | 3,355 |
| Guarantee deposits | 11,962 | 6,853 |
| Tied deposits | 90,505 | 43,016 |
| Other debtors: | ||
| - Amounts related to staff | 32 | 25 |
| - Insurance | 1,979 | 1,059 |
| - Production tax credits (PTC) | 213 | 934 |
| - Horizon warranty claim | 2,678 | 5,179 |
| - Prepaid turbine maintenance | 1,450 | 2,687 |
| - Turbine Availability | 6,680 | 2,288 |
| - Services rendered | 9,110 | 8,513 |
| - Sundry debtors and other operations | 21,056 | 15,279 |
| 337,458 | 195,813 | |
| Medium and long-term debtors - Non-current: | ||
| Loans to related parties | 8,408 | 21,769 |
| Notes receivable (Horizon) | 9,397 | 10,678 |
| Guarantees and tied deposits | 34,961 | 33,666 |
| Derivative financial instruments | 5,443 | 6,081 |
| Other debtors: | ||
| - Deferred costs (Enernova Group) | 46,770 | 42,617 |
| - Deferred PPA costs (High Trail) | 5,388 | 5,748 |
| - O&M contract valuation - Mapple Ridge I (Horizon) | 7,405 | 7,941 |
| - Deferred Tax Equity Costs | 6,384 | 5,002 |
| - Sundry debtors and other operations | 5,291 | 8,038 |
| 129,447 | 141,540 | |
| 466,905 | 337,353 |
Loans to related parties - Current mainly includes 106,800 thousands related to a set of loans granted to ENEOP - Éolicas de Portugal, S.A. and 35,086 thousands of Euros with EDP Branch (31 December 2008: 27,978 thousands of Euros) related to the net investment derivative interests liquidation.
Tied deposits - Current mainly includes financing agreement related to Vento VI (63,603 thousands of Euros), Vento V (19,094 thousands of Euros) and Vento IV (4,110 thousands of Euros). Funds are required to be held in the amount sufficient to pay remaining construction related costs. As at 31 December 2008 Tied deposits are mainly related to Vento III financing agreeement (39,736 thousands of Euros).
Guarantees and tied deposits - Non Current are related to project finance agreements, which of NEO Group companies obliged the companies to hold these amounts in bank accounts in order to ensure its capacity of comply with responsabilities.
Deferred costs (Enernova group) - non current relates to up-front rents and surface rights paid to land owners and up-front network rents paid to EDP Distribuição. These costs are deferred on the balance sheet and are recognised on a straight line basis over the estimated useful life of the assets.
Tax receivable is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| State and other public entities: | |||
| - Income tax | 19,132 | 7,755 | |
| - Value added tax (VAT) | 146,464 | 150,569 | |
| - Other taxes | 4,074 | 16,769 | |
| 169,670 | 175,093 | ||
Financial assets at fair value through profit or loss are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Equity securities: Investment funds |
33,012 | 32,369 | |
| Debt securities: Bonds |
4,091 | 3,405 | |
| 37,103 | 35,774 |
The fair value of the investment funds is calculated based on the quoted market price of the funds.
The effect in income statement of operations with financial assets at fair value through profit or loss was 1,416 thousands of Euros (31 December 2008: 1,204 thousands of Euros).
Cash and cash equivalents are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Cash: | |||
| - Cash in hand | 57 | 2 | |
| Bank deposits: | |||
| - Current deposits | 158,411 | 189,895 | |
| - Other deposits | 285,165 | 39,783 | |
| 443,576 | 229,678 | ||
| Cash and cash equivalents | 443,633 | 229,680 |
The other includes 257,306 thousands of Euros of deposits made in EDP Finance BV in USD, with a maturity until three months, which earn interests from 0.2% to 0.3%.
EDP Renováveis was incorporated on 4 December 2007 with a share capital of 15 thousands of Euros, represented by 1,500 shares with a par value of 10 Euros each. These shares were subscribed entirely by EDP Energias de Portugal, S.A. Sucursal en España, (EDP Branch). On 18 and 21 December 2007, EDP Sucursal increased the share capital of EDP Renováveis through the incorporation of the shares held in its subsidiaries NEO - Nuevas Energias de Occidente, S.L. (corresponding to 60% of this company's share capital) and Horizon Wind Energy LLC, (corresponding to 100% of this company's share capital).
On 25 February 2008, the sole Shareholder of EDP Renováveis, approved a share capital increase of 4,718 thousands of Euros with a share premium of 175,490 thousands of Euros, through the issuance of 471,824 new shares with a par value of 10 Euros each and a share premium of 371.94 Euros per share (175,490 thousands of Euros). This capital increase was fully subscribed by Hidroelectrica del Cantábrico, S.A. through a non-monetary contribution of its 40% interest held in Nuevas Energías de Occidente, S.L., the parent company of the NEO Group, obtaining in exchange an interest of 20% in EDP Renováveis. This agreement was executed on a public deed on 29 February 2008. Since that date, EDP Renováveis holds a 100% interest in Nuevas Energías de Occidente, S.L.
The above referred contributions were made under the Special Regime governing mergers, spin offs, asset contributions and share exchanges established in Chapter VIII, Title deed VII of Royal Decree 4 of 5 March 2004, approving the revised corporate income tax law. In compliance with article 93 of Royal Legislative Decree 4 of 5 March 2004, whereby the revised corporate income tax law was approved.
At the annual general meeting held on 12 March 2008 the shareholders agreed to:
Increase the share capital of EDP Renováveis, S.L. with a charge to share premium through the issuance of 205,782,806 shares with a par value of 10 Euros each. This capital increase was subscribed by the shareholders in proportion of the respective shareholdings in EDP Renováveis, S.A.
Reduce the par value of the shares from Euros 10 to 2 Euros per share by splitting the shares representing the total share capital in a proportion of five new shares for each former share. Share capital remained unchanged.
This operation was raised to public deed on 18 March 2008.
At their annual general meeting held on 18 March 2008 the shareholders agreed to convert EDP Renováveis, S.L. into a corporation under the name EDP Renováveis, S.A. The agreement, which was raised to a public deed on 18 March 2008, considers the Company balance sheet as at 17 March 2008 as the conversion balance sheet, replacing the former stakes by shares with the same number and unit value.
On 7 May 2008, EDP, S.A. and Hidrocantabrico approved (i) a share capital increase of EDP Renováveis to 3,381,419,280 Euros. This increase was fully subscribed by EDP, S.A. and Hidrocantabrico through a non monetary contribution of loans granted amounting to 1,040,000 thousands of Euros and 260,000 thousands of Euros, respectively, and (ii) increase of share nominal value from 2 to 5 Euros. After this share capital increase, EDP, S.A. maintained a hold of 80% and Hidrocantabrico a hold of 20% of EDP Renováveis' share capital.
On 13 May 2008, to allow the Initial Public Offering ("IPO"), the General Assembly of EDP Renováveis decided to increase share capital of the Company in a maximum nominal amount of 1,127,139,760 Euros, by issuing of 225,427,952 new shares.
On 2 June 2008, the IPO occurred through the dilution of the interests held by EDP Renováveis shareholders. The number of new shares admitted to negotiation was 196,024,306 shares, and as a consequence, the interest held by EDP, S.A. through its branch in Spain decreased to 62.02% and the interest held by Hidrocantabrico decreased to 15.51% of the EDP Renováveis share capital. p
As at 31 December 2009 and 2008 the share capital of EDP Renováveis is composed of 872,308,162 shares with a nominal value of Euros 5 per share.
Earning per share attributable to the shareholders of EDP Renováveis are analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |
| Profit attributable to the equity holders of the parent in thousands of Euros | 114,349 | 104,364 |
| Profit from continuing operations attributable to the equity holders of the parent in thousands of Euros |
114,349 | 104,364 |
| Weighted average number of ordinary shares outstanding | 872,308,162 | 662,217,700 |
| Weighted average number of diluted ordinary shares outstanding | 872,308,162 | 662,217,700 |
| Earnings per share (basic) attributable to equity holders of the parent in Euros | 0.13 | 0.16 |
| Earnings per share (diluted) attributable to equity holders of the parent in Euros | 0.13 | 0.16 |
| Earnings per share (basic) from continuing operations attributable to the equity holders of the parent in Euros |
0.13 | 0.16 |
| Earnings per share (diluted) from continuing operations attributable to the equity holders of the parent in Euros |
0.13 | 0.16 |
The EDP Renováveis Group calculates its basic and diluted earnings per share attributable to equity holders of the parent using the weighted average number of ordinary shares outstanding during the period.
The company does not hold any treasury stock as at 31 December 2009.
The average number of shares was determined as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |
| Ordinary shares issued at the beginning of the year | 872,308,162 | 1,887,298 |
| Effect of shares issued during year | - | 660,330,402 |
| Average number of realised shares | 872,308,162 | 662,217,700 |
| Average number of shares during the year | 872,308,162 | 662,217,700 |
| Diluted average number of shares during the year | 872,308,162 | 662,217,700 |
This balance is analysed as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|
| Reserves | ||
| Fair value reserve (cash flow hedge) | 16,735 | 18,669 |
| Fair value reserve (available for sale financial assets) | 8,659 | 7,747 |
| Exchange differences arising on consolidation | 570 | 1,179 |
| 25,964 | 27,595 | |
| Other reserves and retained earnings: | ||
| Retained earnings | 98,028 | 1,158 |
| Additional paid in capital | 60,666 | 60,666 |
| Legal reserve | 7,479 | - |
| 166,173 | 61,824 | |
| 192,137 | 56,348 | |
The accounting for transactions among entities under common control is excluded from IFRS 3. Consequently, in the absence of specific guidance, within IFRSs, the Group EDP Renováveis has adopted an accounting policy for such transactions, as considered appropriate. According to the Group's policy, business combinations among entities under common control are accounted for in the consolidated financial statements using the book values of the acquired company (subgroup) in the EDPR consolidated financial statements. 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 accordance with Article 214 of the Spanish Companies Act whereby companies are obliged to transfer 10% of the profits for the year to a legal reserve until such reserve reaches an amount equal to 20% of the share capital. This reserve is not distributable to shareholders and may only be used to offset losses if no other reserves are available or to increase the share capital.
The EDP Renováveis, S.A. proposal for 2009 profits distribution to be presented in the Annual General Meeting is as follows:
| Euros | |
|---|---|
| Profit for the period | 68,012,381.59 |
| Distribution | |
| Legal reserve | 6,801,238.16 |
| Free reserve | 61,211,143.43 |
| 68,012,381.59 |
The EDP Renováveis, S.A. 2008 profits distribution approved in the Annual General Meeting on 14 April 2009 was as follows:
| Profit for the period | 74,793,901.42 |
|---|---|
| Distribution | |
| Legal reserve | 7,479,390.14 |
| Free reserve | 67,314,511.28 |
| 74,793,901.42 |
Fair value reserve (cash flow hedge)
The Fair value reserve (cash flow hedge) comprises the effective portion of the cumulative net change in the fair value of cash flow hedging instruments.
This reserve includes the accumulated net change in the fair value of available-for-sale financial assets as at the balance sheet date. The changes in this consolidated caption are as follows:
| Group | |||
|---|---|---|---|
| Increases Euro'000 |
Decreases Euro'000 |
||
| Balance as at 1 January 2009 | 7,747 | - | |
| Changes in fair value for Sociedad Eólica de Andalucia | 912 | - | |
| Balance as at 31 December 2009 | 8,659 | - |
This caption reflects the amount arising on the translation of the financial statements of subsidiaries and associated companies from their functional currency into Euros. The exchange rates used in the preparation of the condensed consolidated financial statements are as follows:
| Exchange rates as at 31 December 2009 |
Exchange rates as at 31 December 2008 |
|||||
|---|---|---|---|---|---|---|
| Currency | Closing Rate |
Average Rate |
Closing Rate |
Average Rate |
||
| Dollar | USD | 1.441 | 1.390 | 1.392 | 1.477 | |
| Zloty | PLN | 4.105 | 4.362 | 4.154 | 3.486 | |
| Real | BRL | 2.511 | 2.783 | 3.244 | 2.652 | |
| Lei | RON | 4.236 | 4.245 | 4.023 | 3.762 | |
| Pound Sterling | GBP | 0.888 | 0.890 | - | - |
This balance is analysed as follows: This balance is analysed as
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Non controlling interest in income statement | 3,438 | 7,854 | |
| Non controlling interest in share capital and reserves | 104,055 | 83,660 | |
| 107,493 | 91,514 | ||
Non controlling interest, by subgroup, are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| NEO Group | 98,759 | 91,514 | |
| Horizon Wind Energy Group | - | 27 | |
| EDP Renováveis Brasil | 8,734 | -27 | |
| 107,493 | 91,514 |
Non controlling interests of the NEO Group as at 31 December 2008, have been adjusted by 8,763 thousands of Euros following the final purchase price allocation carried out in 2009 (see note 17).
Non controlling interests of the NEO Group as at 31 December 2007, have been adjusted by 27,986 thousands of Euros following the final purchase price allocation carried out in 2008 (see note 17).
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Short-term financial debt - Current | |||
| Bank loans: | |||
| - NEO Group | 102,500 | 75,950 | |
| - EDP Renováveis Brasil Group | 539 | - | |
| Loans from shareholders of group entities: | |||
| - NEO Group | - | 3,956 | |
| Other loans: | |||
| - NEO Group | 2,982 | 3,277 | |
| - HWE Group | 1,114 | - | |
| Interest payable | 3,133 | 2,982 | |
| 110,268 | 86,165 | ||
| Medium/long-term financial debt - Non-current | |||
| Bank loans: | |||
| - NEO Group | 394,895 | 451,062 | |
| - EDP Renováveis Brasil Group | 7,704 | - | |
| Loans from shareholders of group entities: | |||
| - EDP Renováveis , S.A. | 2,131,042 | 862,817 | |
| - NEO Group | - | 34,394 | |
| Other loans: | |||
| - NEO Group | 25,823 | 27,835 | |
| - HWE Group | 3,707 | - | |
| 2,563,171 | 1,376,108 | ||
| 2,673,439 | 1,462,273 |
Financial debt Non - Current for EDP Renováveis, mainly refers to a set of loans granted by EDP Finance BV (2,131,042 thousands of Euros). These loans have an average maturity of 9.1 years and bear interest at market rates.
The Group has project finance financings that include the usual guarantees on this type of financings, namely the pledge or a promise of pledge of bank accounts and assets of the related projects, and the compliance with some ratios. As at 31 December 2009, these financings amount to 444,212 thousands of Euros (478,904 thousands of Euros as at 31 December 2008), which are already included in the total debt of the Group.
The breakdown of Financial debt by maturity, is as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Bank loans: | |||
| Up to 1 year | 106 172 | 75,950 | |
| 1 to 5 years | 186 423 | 193,750 | |
| Over 5 years | 216 176 | 257,312 | |
| 508,771 | 527,012 | ||
| Loans from shareholders of group entities: | |||
| Up to 1 year | - | 3,956 | |
| 1 to 5 years | - | 34,394 | |
| Over 5 years | 2,131,042 | 862,817 | |
| 2,131,042 | 901,167 | ||
| Other loans: | |||
| Up to 1 year | 4 096 | 6,259 | |
| 1 to 5 years | 17 558 | 7,851 | |
| Over 5 years | 11 972 | 19,984 | |
| 33,626 | 34,094 | ||
| 2,673,439 | 1,462,273 | ||
The fair value of EDP Renováveis Group's debt is analysed as follows:
| 31 Dec 2009 | 31 Dec 2008 | ||||
|---|---|---|---|---|---|
| Carrying Value Euro'000 |
Market Value Euro'000 |
Carrying Value Euro'000 |
Market Value Euro'000 |
||
| Short term financial debt - Current | 110,268 | 110,268 | 86,165 | 86,165 | |
| Medium/Long financial debt - Non current | 2,563,171 | 2,532,998 | 1,376,108 | 1,414,824 | |
| 2,673,439 | 2,643,266 | 1,462,273 | 1,500,989 |
The market value of the medium/long-term (non-current) debt and borrowings that bear a fixed interest rate is calculated based on the discounted cash flows at the rates ruling at the balance sheet date. The market value of debt and borrowing that bear a floating interest rate is considered not to differ from its book value as these loans bear interest 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 2009, the scheduled repayments of Group's debt are as follows:
| Total Euro'000 |
2010 Euro'000 |
2011 Euro'000 |
2012 Euro'000 |
2013 Euro'000 |
2014 Euro'000 |
Subsequent years Euro'000 |
|
|---|---|---|---|---|---|---|---|
| Short term debt and borrowings | 110,268 | 110,268 | - | - | - | - | - |
| Medium/long-term debt and borrowings | 2,563,171 | - | 50,271 | 51,090 | 49,993 | 52,627 | 2,359,190 |
| 2,673,439 | 110,268 | 50,271 | 51,090 | 49,993 | 52,627 | 2,359,190 |
The breakdown of guarantees is presented in Note 36 to the condensed consolidated financial statements.
The breakdown of Finance debt, by currency, is as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Loans denominated in Euros | 1,352,252 | 599,456 | |
| Loans denominated in USD | 1,312,944 | 862,817 | |
| Loans denominated in other currencies | 8,243 | - | |
| 2,673,439 2 673 439 |
1,462,273 1 462 273 |
||
Employee benefits balance are analysed as follows:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|||
| Provisions for social liabilities and benefits | 6 | 780 | ||
| Provisions for healthcare liabilities | 53 | 382 | ||
| 59 | 1,162 |
As at 31 December 2009 and 31 December 2008, "Provisions for liabilities and social benefits" refers exclusively to defined benefit plans.
The variation in the provisions for social liabilities and benefits and healthcare liabilities derives from the transfer of part of the obligations to other companies of the EDP Group.
The liabilities arising from pension and healthcare plans are fully covered, either by plan assets or provisions.
The responsabilities and the assets from pension and healthcare pension plans have no significant amounts.
Some EDP Renováveis Group companies grant post-retirement benefits to employees, under defined benefit plans, namely pension plans that ensure retirement complements to age, disability and surviving pensions, as well as retirement pensions. In some cases healthcare care is provided during retirement and early retirement, through mechanisms complementary to those provided by the National Health Service.
The existing plans are presented hereunder, with a brief description of each and of the companies covered by them, as well as of the economic and financial data:
The EDP Renováveis Group companies in Portugal have a social benefits plan funded by a restricted Pension Fund, complemented by a specific provision. The EDP Pension Fund is managed by Pensõesgere being the management of the assets subcontracted to external asset management entities.
This Pension Fund covers the liability for retirement pension complements (age, disability and survivor pension) as well as the liability for early retirement.
The following financial and actuarial assumptions were used to calculate the liability of the EDP Renováveis Group pension plans:
| Group | ||||
|---|---|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |||
| Assumptions | ||||
| Expected return of plan assets | 6.34% | 6.00% | ||
| Discount rate | 5.20% | 5.75% | ||
| Salary increase rate | 3.70% | 3.70% | ||
| Pension increase rate | 2.70% | 2.90% | ||
| Social Security salary appreciation | 1.90% | 2.10% | ||
| Inflation rate | 2.00% | 2.20% | ||
| Mortality table | Age >60 - TV88/90 / Age<=60 years -TV99/01 |
TV 88/90 | ||
| Disability table | 50%EKV 80 | 50.00% | ||
| Expected % of eligible employees accepting early retirement |
40 | 40 |
NEO in Spain, has social benefit plans of defined contribution that complement those granted by the Social Welfare System to the companies' 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 Portugal 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 to calculate the liability for Medical Care Plans are as follows:
| Group | ||
|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |
| Assumptions | ||
| Discount rate | 5.20% | 5.75% |
| Annual increase rate of medical service costs | 4.00% | 4.00% |
| Estimated administrative expenses per beneficiary per year (Euros) | 150 | 150 |
| Age >60 Age >60 - |
||
| TV88/90 | ||
| Mortality table | / Age<=60 | TV 88/90 |
| years -TV99/01 | ||
| Disability table | 50%EKV 80 | 50.00% |
| Expected % of subscription of early retirement 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 follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Dismantling and decommission provisions | 63,956 | 47,311 | |
| Provision for other liabilities and charges | 3,129 67,085 |
2,387 49,698 |
Dismantling and decommission provisions refer to the costs to be incurred with dismantling wind farms and restoring of sites and land to their original condition, in accordance with the accounting policy described in Note 2 o). The above amount includes essentially 41,609 thousands of Euros for wind farms in the United States of America (31 December 2008: 31,240 thousands of Euros), 15,053 thousands of Euros for wind farms in Spain (31 December 2008: 6,086 thousands of Euros), 5,348 thousands of Euros for wind farms in Portugal (31 December 2008: 1,577 thousands of Euros), 1,738 thousands of Euros for wind farms in France (31 December 2008: 408 thousands of Euros), 25 thousands for wind farms in Belgium and 183 thousands of Euros for wind farms in Brazil
EDP Renováveis believes that the provisions booked on the consolidated balance sheet adequately cover the risks described in this note. Therefore, it is not expected that they will give rise to liabilities in addition to those recorded.
As at 31 December 2009 and 2008, the EDP Renováveis Group does not have any significant tax-related contingent liabilities or contingent assets related to unresolved disputes with the tax authorities.
The movements in Provisions for dismantling and decommission provisions are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Balance at the beginning of the year | 47,311 | 20,280 | |
| Capitalised amount for the year | 14,951 | 26,490 | |
| Charge off for the year | - | -3,830 | |
| Unwinding | 3,134 | 2,157 | |
| Other and exchange differences | -1,440 | 2,214 | |
| Balance at the end of the year | 63,956 | 47,311 | |
The movements in Provision for other liabilities and charges are analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Balance at the beginning of the year | 2,387 | 2,317 | |
| Charge for the year | 1,140 | 516 | |
| Write back for the year | -420 | -446 | |
| Other and exchange differences | 22 | - | |
| Balance at the end of the year | 3,129 | 2,387 | |
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Short-term trade and other payables - Current: | |||
| Derivative financial instruments (Hedging) | 854 | - | |
| Liabilities arising from options with non controlling interests | 303 722 | - | |
| Other payables | |||
| - Suppliers | 42,765 | 78,141 | |
| p p - Other operations with related parties |
, 15,425 |
, 8,837 |
|
| - Property and equipment suppliers | 652,236 | 424,920 | |
| - Advances from customers | 55 | 22 | |
| - Deferred income | 505 | 857 | |
| - Amounts payable for the acquisition of subsidiaries | 10,356 | - | |
| - Success fees payable for the acquisition of subsidiaries | 7,327 | - | |
| - Variable remuneration to employees | 11,128 | 19,662 | |
| - Other supplies and services | 22,841 | 68,821 | |
| - Management fees | - | 5,181 | |
| - Other creditors and sundry operations | 30,891 | 41,893 | |
| 1,098,105 | 648,334 | ||
| Group | |||
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Medium/long-term trade and other payables – Non-current: | |||
| Payables - Group companies | 40,009 | - | |
| Derivative financial instruments (Hedging) | 18,848 | 77,022 | |
| Liabilities arising from options with non controlling interests | 61 | 258,925 | |
| Liabilities arising from institutional partnerships in US wind farms Other payables |
1,353,612 | 1,096,668 | |
| - Property and equipment suppliers | - | 131 | |
| - Government grants / subsidies for investments in fixed assets | 162,486 | 15,034 | |
| - Electricity sale contracts - Horizon | 97,951 | 119,655 | |
| - Amounts payable for the acquisition of subsidiaries | 21,230 | 31,247 | |
| - Success fees payable for the acquisition of subsidiaries | 53,034 | 85,145 | |
| - Other creditors and sundry operations | 280 | 11,560 | |
As referred in note 2b) the EDP Renováveis Group records written put options related with investments in subsidiaries held by non controlling interest at the date of acquisition of a business combination or at a subsequent date as an advance acquisition of these interests, recording a financial liability for the present value of the best estimate of the amount payable, irrespective of the estimated probability that the options will be exercised. As at 31 December 2009 the Liabilities arising from written put options with non controlling interests - Current includes the liability for the put option contracted in 2005 with Caja Madrid for a 20% interest in the Desa Group and the written put option contracted in 2007 with Caja Madrid for 20% of the Genesa Group in the amount of 303,722 thousands of Euros (31 December 2008: 258,925 thousands of Euros). The option conditions (both for Desa and Genesa) are as follows:
1,747,511 1,695,387
• The timeframe is from 1 January 2010 to 2011, inclusive.
• The contract is for the total shares in Neo Group companies held by Caja Madrid, 20% in Genesa Group and 20% in Desa Group.
• The strike price will be the market value determined by valuations from prestigious banks.
During 2009, and as a consequence of the option conditions described above, the liability was reclassified from non current to current.
Amounts payable for the acquisition of subsidiaries Current and Non - Current includes the outstanding amounts related with the acquisition of Relax Wind Group, Greenwind,Vent Corbera, Parque Eólico Altos del Voltoya, Vent Vilalba and Bom Vent de L'Ébre.
Success fees payable for the acquisition of subsidiaries Current and Non - Current includes the amounts related to the contingent prices of the acquisitions of the Relax Wind Group, Renovatio Group, Greenwind, Elektrownia Wiatrowa Kresy and Elebrás.
Derivative financial instruments (Hedging) - Non Current includes 1,268 thousands of Euros (on 31 December 2008 65,478 thousands of Euros) related to a hedge instrument of USD and Euros with EDP Branch, which was formalised in order to hedge the foreign exchange risk of the net investment held in Horizon, expressed in USD (see Note 35). In the Group accounts, EDP Renováveis Group has applied the net investment hedge model to state this transaction.
The subsidiary Horizon books the receipts from equity investors associated to wind farms projects as non current liabilities under Liability to institutional investors incorporate partnership in wind farms in USA. This liability is reduced by the amount of tax benefits provided and payments made to the equity investors during the period (31 December 2009: 441,605 thousands of Euros and 31 December 2008: 207,851 thousands of Euros). The amount of tax benefits provided is booked as a non current deferred income, recognised over the useful life of 20 years of the related projects (see note 7). Additionally this liability is increased by the estimated interest calculated based on the liability amount and the expected return rate of the equity investors (see note 13).
Horizon's relationship with the institutional investors is established through a limited liability company operating agreement that apportions the cash flows generated by the wind farms between the investors and the Company and allocates the tax benefits, which include Production Tax Credits (PTC), Investment Tax Credits (ITC) and accelerated depreciation, largely to the investor.
The institutional investors purchase their partnership interests for an upfront cash payment with an agreed targeted internal rate of return over the period that the tax credits are generated. This anticipated return is computed based on the total anticipated benefit that the institutional investors will receive and includes the value of PTC's / ITC's, allocated taxable income or loss and cash distributions received.
Under these structures, all operating cash flow is allocated to Horizon until the earlier of a fixed date, or when the investors recover the amount of invested capital that remains after deducting the amount of the payment received from the institutional investors from the total amount previously invested. This "cash flip" is expected to occur approximately seven to eight years from the initial closing date. Thereafter, all operating cash flow is allocated to the institutional investors until they receive the targeted internal rate of return (the "Flip Date").
Prior to the Flip Date, a significant part of the tax income and benefits generated by the partnerships are allocated to the institutional investor, with any remaining benefits allocated to Horizon.
After the Flip Date, the institutional investor retains a small non controlling interest for the duration of its membership in the structure. Horizon also has an option to purchase the institutional investor's residual interests at fair market value on the Flip Date.
| Cash | ||
|---|---|---|
| Interest | ||
| Wind Farm | Date Created | Ownership |
| Blue Canyon I | Dec. 2003 | 25% |
| Maple Ridge I(1) Maple Ridge II(1) Madison Blue Canyon II Mesquite High Trail |
July 2007 | 100% |
| Twin Groves II Elkhorn Valley Prairie Star Lone Star II (2) |
December 2007 | 100% |
| Pioneer Prairie I Rattlesnake Meridian Way |
December 2008 | 100% |
| Rail Splitter | August 2009 | 100% |
| Blue Canyon V | December 2009 | 100% |
| Lost Lakes | December 2009 | 100% |
(1) Horizon's 50% interest
(2) Post Oak contributed in 2008 upon completion of construction
(3) Pioneer Prairie II was contributed in the first quarter of 2009 in exchange for additional investment. At 31 December 2008, Horizon had retained 50% of the Vento III shares available for institutional investors. In December 2009, General Electric purchased 21.85 % of Vento III's Class B membership interest.
This liability is reduced by the value of tax attributes provided and cash distributions made to the institutional investors during the period. The value of the tax attributes delivered, primarily accelerated depreciation and ITC / investments grants, is recorded as non-current deferred income and is recognized to income on a pro rata basis over the 20 year useful life of the underlying projects.
The liability to the institutional investors is increased by an interest accrual that is a function of the outstanding liability balance and the targeted internal rate of return.
Government grants for investments in fixed assets are essentially related to grants received by Horizon subgroup under the American Recovery and Reinvestment Act promoted by the United States of America Government.
Electricity sales contracts - Horizon relates to the fair value of the contracts entered into by Horizon with its customers, determined under the Purchase Price Allocation (see note 6).
This balance is analysed as follows:
| Group | |||
|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| State and other public entities: | |||
| - Income tax | 15,930 | 18,153 | |
| - Withholding tax | 15,743 | 19,832 | |
| - Value added tax (VAT) | 4,021 | 6,380 | |
| - Other taxes | 1,443 | 1,896 | |
| 37,137 | 46,261 | ||
In accordance with IAS 39, the Group classifies the derivative financial instruments as a fair value hedge of an asset or liability recognised, as a cash flow hedge of recorded liabilities and forecast transactions considered highly probable or net investment hedged in foreign operations.
As of 31 December 2009, the fair value and maturity of derivatives is analysed as follows:
| Fair Value | Notional | ||||||
|---|---|---|---|---|---|---|---|
| Assets Euro'000 |
Liabilities Euro'000 |
Until 1 year Euro'000 |
From 1 to 5 years Euro'000 |
More than 5 years Euro'000 |
Total 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 hedge | |||||||
| 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 |
As of 31 December 2008, the fair value and maturity of derivatives is analysed as follows:
| Fair Value | Notional | |||||
|---|---|---|---|---|---|---|
| From 1 | More than | |||||
| Assets Euro'000 |
Liabilities Euro'000 |
Until 1 year Euro'000 |
to 5 years Euro'000 |
5 years Euro'000 |
Total Euro'000 |
|
| Net investment hedge | ||||||
| Currency swaps | - | -65,478 | - | - | 1,826,174 | 1,826,174 |
| - | -65,478 | - | - | 1,826,174 | 1,826,174 | |
| Cash flow hedge | ||||||
| Power price swaps | 7,807 | - | 1,616 | 2,628 | - | 4,244 |
| Interest rate swaps | 44 | -10,525 | 4,815 | 36,359 | 303,573 | 344,747 |
| Currency forwards | 1,527 | - | 99,463 | - | - | 99,463 |
| Options purchase and sold | 58 | -1,019 | 464 | 59,383 | 6,199 | 66,046 |
| 9,436 | -11,544 | 106,358 | 98,370 | 309,772 | 514,500 | |
| 9,436 | -77,022 | 106,358 | 98,370 | 2,135,946 | 2,340,674 |
The fair value of derivative financial instruments is recorded under Debtors and other assets (note 23) or Trade and other payables (note 33), if the fair value is positive or negative, respectively.
The net investment derivatives are related to the Group CIRS in USD and EUR with EDP Branch as referred in the notes 37 and 38. The fair value is based on internal valuation models, as described in note 38.
Cash flow hedge currency forwards are related to exchange rate risk in Neólica Polska, derived from the supplying contracts defined in Euros, for which will be necessary financings in Polish Zlotis.
Cash flow hedge power price swaps are related to the hedging of the sales price, congestion and line loss. Horizon has entered into a power price swap to hedge the variability in the spot market prices received for a portion of the production of Maple Ridge I project and NEO for the production of some of its wind farms. In certain US power markets, Horizon is exposed to congestion and line loss risks which typically have a negative impact on the price received for power generated in these markets. To hedge these risk exposures, Horizon entered into Financial Transmission Rights ("FTR") and a three year fixed for floating Locational Marginal Price (LMP) swap .
Interest rate swaps are related to the project finances and intend to convert variable to fixed interest rates .
Fair value of cash flow hedge derivatives is based on quotes indicated by external entities (investment banks). These entities use discount cash flows techniques usually accepted and data from public markets.
The trading derivative financial instruments are derivatives contrated for economic hegding that are not eligible for hedge accounting.
The changes in the fair value of hedging instruments and risks being hedged are as follows:
| 2009 2008 Changes in fair value |
||||||
|---|---|---|---|---|---|---|
| Type of hedge | Hedging instrument |
Hedged item |
Changes in fair value | |||
| Instrument Euro'000 |
Risk Euro'000 |
Instrument Euro'000 |
Risk Euro'000 |
|||
| - Net Investment hedge | Interest and exchange rate swap |
Subsidiary accounts denominated in USD |
64,211 | -64,211 | -103,472 | 103,314 |
| - Cashflow hedge | Interest rate swap | Interest rate | -7,013 | - | -14,926 | - |
| - Cashflow hedge | Interest rate caps and floors | Interest rate | 961 | - | -994 | - |
| - Cashflow hedge Cashflow |
Power price swaps Power price |
Power price Power |
9 684 9,684 |
- | 7 807 7,807 |
- |
| - Cashflow hedge | Currency forward | Exchange rate | -2,139 | - | 1,527 | - |
| - Cashflow hedge | Currency swap | Exchange rate | - | - | -7,189 | - |
| 65,704 | -64,211 | -117,247 | 103,314 |
The movements in cash flow hedge reserve have been as follows:
| 2009 | 2008 | ||
|---|---|---|---|
| Euro'000 | Euro'000 | ||
| Balance at the beginning of the year | 16,526 | 12,598 | |
| Fair value changes | |||
| Interest rate swaps | -7,013 | -14,926 | |
| Interest rate caps and floors | 961 | -994 | |
| Power price swaps | 9,985 | 7,807 | |
| Currency forward | -2,139 | 1,527 | |
| Currency swaps | - | -7,189 | |
| Fair value changes reflected in income statement before the hedge designation of the Power price swap in Horizon | - | 5,266 | |
| Settlements of exchange rate swaps waiting for the hedge item to hit P&L | - | 12,020 | |
| Transfers to results | -4,562 | -548 | |
| Inefectiveness | -35 | -387 | |
| Non controlling interests included in fair value changes | 371 | 1,351 | |
| Balance at the end of the year | 14,094 | 16,525 |
The gains and losses on the financial instruments portfolio booked in the income statement are as follows:
| 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
|
|---|---|---|
| Net investment hedge - inefectiveness | - | -158 |
| Cash-flow hedge | ||
| Fair value changes reflected in income statement before the hedge designation of the Power swap in Horizon | - | -5,266 |
| Transfers to results | 4,562 | 548 |
| Inefectiveness | 35 | 387 |
| Non elegible for hedge accounting derivatives | -3,193 | 518 |
| 1,404 | -3,971 |
During the year the NEO subgroup has liquidated several power price swaps and interest rate swaps and recognised in the income statement gains of 19,270 thousands of Euros and 4,579 thousands of Euros.
The effective interest rates for derivative financial instruments associated with financing operations during 2009, were as follows:
| Group | |||||
|---|---|---|---|---|---|
| Currency | EDP Renováveis Pays | EDP Renováveis Receives | |||
| Interest rate contracts: | |||||
| Interest rate swaps | EUR | [ 3.00% - 5.01%] |
[ 0.71% - 3.00%] |
The effective interest rates for derivative financial instruments associated with financing operations during 2008, were as follows:
| Group | ||||||
|---|---|---|---|---|---|---|
| Currency | EDP Renováveis Pays | EDP Renováveis Receives | ||||
| Interest rate contracts: Interest rate swaps |
EUR | [ 3.00% - 5.10%] |
[ 3.00% - 5.14%] |
|||
| Notional value Euro'000 |
Group | |||||
| Interest rate contracts: | ||||||
| Options purchased on interest rates (CAP purchases) | 37,425 | [ 5.75% - 3.89%] |
||||
| Options sold on interest rates (Floor sale) | 28,611 | [ 4.27% - 3.06%] |
As at 31 December 2009 and 31 December 2008, the financial commitments not included in the balance sheet in respect of financial and real guarantees provided, are analysed as follows:
| Group | ||||
|---|---|---|---|---|
| Type | 31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
||
| Guarantees of a financial nature | ||||
| - NEO Energia Group | 6,341 | 6,341 | ||
| - Horizon Wind Energy Group | 3,124 | 3,233 | ||
| 9,465 | 9,574 | |||
| Guarantees of an operational nature | ||||
| - EDP Renováveis | 330,227 | - | ||
| - NEO Energia Group | 190,322 | 401,647 | ||
| - Horizon Wind Energy Group | 1,093,336 | 907,363 | ||
| 1,613,885 | 1,309,010 | |||
| Total | 1,623,350 | 1,318,584 | ||
| Real guarantees | 6,284 | 719 |
The EDP Renováveis Group financial debt, lease and purchase obligations by maturity date are as follows:
| 31 Dec 2009 | ||||||
|---|---|---|---|---|---|---|
| Debt capital by period | ||||||
| Total Euro'000 |
Up to 1 year Euro'000 |
1 to 3 years Euro'000 |
3 to 5 years 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 not yet due | 460,432 | 28,498 | 56,165 | 53,713 | 322,056 | |
| Purchase obligations | 1,480,277 | 1,100,036 | 376,902 | 3,339 | - | |
| 5,656,652 | 1,353,912 | 768,112 | 393,358 | 3,141,270 | ||
| 31 Dec 2008 Debt capital by period |
||||||
|---|---|---|---|---|---|---|
| Total Euro'000 |
Up to 1 year Euro'000 |
1 to 3 years Euro'000 |
3 to 5 years Euro'000 |
More than 5 years Euro'000 |
||
| Financial debt (including interests) Operating lease rents not yet due |
1,966,109 485,485 |
153,302 28,774 |
219,729 59,248 |
208,100 54,858 |
1,384,978 342,606 |
|
| Purchase obligations | 1,856,876 | 1,311,393 | 347,409 | 172,068 | 26,005 | |
| 4,308,470 | 1,493,469 | 626,386 | 435,026 | 1,753,589 |
Purchase obligations include debts related with long-term agreements of product and services supply related to the Group operational activity. When prices are defined under "forward" contracts, these are used in estimating the amounts of the contractual commitments.
The Operating lease rents not yet due are essentially related with the land where the wind farms are built. Usually the leasing period cover the useful life of the wind farms.
The Group has purchase commitments for the acquisition of property plant and equipment and for maintenance contracts obligations amounting to 1 666 003 property, 1,666,003thousands of Euros related to the acquisition of wind turbines for projects currently in the construction and development stages, which have been contracted with different suppliers of this type of installations. The breakdown per years is as follows:
| NEO | Horizon | Group | NEO | Horizon | Group | |
|---|---|---|---|---|---|---|
| 31 Dec 2009 Euro'000 |
31 Dec 2009 Euro'000 |
31 Dec 2009 Euro'000 |
31 Dec 2008 Euro'000 |
31 Dec 2008 Euro'000 |
31 Dec 2008 Euro'000 |
|
| Up to 1 year | 694,776 | 405,790 | 1,100,566 | 900,112 | 407,723 | 1,307,835 |
| 1 to 5 years | 228,602 | 180,133 | 408,735 | 333,366 | 213,252 | 546,619 |
| Over 5 years | - | 156,732 | 156,732 | 26,005 | 116,162 | 142,167 |
| 923,378 | 742,655 | 1,666,033 | 1,259,483 | 737,138 | 1,996,621 |
As at 31 December 2009 and 2008 the Group has the following contingent liabilities/rights related with call and put options on investments:
EDP Renováveis, through its subsidiary NEO, holds a call option over Caja Madrid for all the shares held by Caja Madrid on companies of the NEO sub-group (20% of Genesa). Caja Madrid holds an equivalent put option on these shares over EDP Renováveis. The price of exercising these options will be determined under an investment bank valuation process. The options can be exercised between 1 January 2010 and 1 January 2011, inclusively (see note 33).
EDP Renováveis, through its subsidiary NEO, holds a call option over Cajastur for all the shares held by Cajastur on company "Quinze Mines" (51% of share capital). Cajastur holds an equivalent put option on these shares over EDP Renováveis. The price of exercising these options will be determined under an investment bank valuation process. The options can be exercised between 1 January 2012 and 1 January 2013, inclusively.
EDP Renováveis, through its subsidiary Veinco Energía Limpia, S.L., holds a call option over Jorge, S.L. for 8.5% of interest held by Jorge, S.L. on company "Apineli Aplicaciones industriales de energías limpias, SL". The price of exercising these options is 900 thousands of Euros. The option can be exercised when Jorge, S.L. obtain the licenses to amplify the windfarms "Dehesa del Coscojar" and "El Águila", until 30 days after the notification of the suspensive condition with a limit date of 18 April 2014.
EDP Renováveis, through its subsidiary NEO, holds a call option over Copcisa for all the shares held by Copcisa on companies Corbera and Vilalba" (49% of share capital).
EDP Renováveis, through its subsidiary NEO, holds a call option over Cajastur for 51% of interest held by Cajastur in the companies Sauvageons, Le Mee and Petite Pièce. Cajastur holds an equivalent put option on these shares over EDP Renováveis. The price of exercising these options will be determined under an investment bank valuation process. The options can be exercised between 1 January 2014 and 31 December 2014.
EDP Renováveis, S.A..'s shareholder structure as at 31 December 2009 and 2008 is analysed as follows:
| N.º of Shares | % Capital | % Voting rights | |
|---|---|---|---|
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | 541,027,156 | 62.02% | 62.02% |
| Hidroeléctrica del Cantábrico, S.A. | 135,256,700 | 15.51% | 15.51% |
| Other shareholders | 196,024,306 | 22.47% | 22.47% |
| 872,308,162 | 100.00% | 100.00% | |
| The number of shares held by company officers as at 31 December 2009 are as follows: | |||
| 2009 | 2008 | ||
| N.º of shares | N.º of shares | ||
| Executive Board of Directors | |||
| Antonio Luis Guerra Nunes Mexía | 4,200 | 4,200 | |
| Ana Mª Machado Fernandes | 1,510 | 1,510 | |
| Joao Manuel Manso Neto | - | - | |
| Nuno María Pestana de Almeida Alves | 5,000 | 5,000 | |
| Antonio Fernando Melo Martins da Costa | 1,480 | 1,480 | |
| Francisco José Queiroz de Barros de Lacerda | 620 | 620 | |
| Joao Manuel de Mello Franco | 380 | 380 | |
| Jorge Manuel Azevedo Henriques dos Santos | 200 | 200 | |
| José Silva Lopes | 760 | 760 | |
| José Fernando Maia de Araujo e Silva | 80 | 80 | |
| Rafael Caldeira de Castel-Branco Valverde | - | - | |
| Antonio do Pranto Nogueira Leite | - | - | |
| Joao José Belard da Fonseca Lopes Raimundo | 840 | 840 | |
| Daniel M. Kammen | - | - | |
| Manuel Menéndez Menéndez | - | - | |
| Gilles August | - | - | |
| 15,070 | 15,070 |
The members of Board of Directors of EDP Renováveis have not comunicated and the parent company does not have knowledge of any conflict of interests included in p p yg y the article 127.º, 4.º of "Ley de Sociedades Anónimas" (Spanish Companies' Law).
The board members of parent company, complying with the article 127.º, 4.º of the "Ley de Sociedades Anónimas", declared that they have not exercised positions of responsability in companies with the same, similar or complementar activity of EDP Renováveis Group parent company, and they do not have exercised by their own or through third entities any activity in companies with the same, similar or complementar activity of EDP Renováveis Group parent company, with the following exceptions (includes information about external and Group EDP entities):
| Name of Board member | Company | Position |
|---|---|---|
| António Luis Guerra Nunes Mexia | EDP - Energias de Portugal, S.A. | Chairman of Board of Directors |
| Energias do Brasil, S.A. | Chairman of Board of Directors | |
| EDP Energías de Portugal, S.A. Sucursal en España | Permanent representative | |
| EDP Finance BV | Representative | |
| Ana Maria Machado Fernandes | EDP - Energias de Portugal, S.A. | Board of Directors member |
| Energias do Brasil, S.A. | Board of Directors member | |
| Nuevas Energías de Occidente, S.L. | Chairman of Board of Directors | |
| Horizon Wind Energy, LLC | Board of Directors member | |
| EDP Energías de Portugal, S.A. Sucursal en España | Representative | |
| Hidroeléctrica del Cantábrico, S.A. | Board of Directors member | |
| ENEOP - Eólicas de Portugal, S.A. | Chairman of Board of Directors | |
| António Fernando Melo Martins da Costa | EDP - Energias de Portugal, S.A. | Board of Directors member |
| EDP - Soluções Comerciais, S.A. | Chairman of Board of Directors | |
| EDP Internacional, S.A. | Chairman of Board of Directors | |
| Horizon Wind Energy, LLC | Chairman of Board of Directors |
Hidrocantábrico Gestión de Energia , S.A.U.
Sole Director
<-- PDF CHUNK SEPARATOR -->
| Name of Board member | Company | Position |
|---|---|---|
| Empresa Hidroeléctrica do Guadiana, S.A. EDP Energia Ibérica S.A. |
Chairman of Board of Directors Board of Directors member |
|
| EDP Energías de Portugal, S.A. Sucursal en España | Permanent representative | |
| João José Belard da Fonseca Lopes Raimundo | Fomentinvest, SGPS, S.A. | Board of Directors member |
| Daniel M. Kammen | Enphase Energy | Technology Advisor |
| Miasole, Inc. | Advisory board | |
| Greenwala | Technology Advisor | |
| Wilder Shares | Advisory board |
Additionally the board members have comunicated that do not own any interest in the share capital of other company with the same, similar or complementar activity of EDP Renováveis Group, with the following exceptions:
| Name of Board member | Company | Number of shares |
|---|---|---|
| António Luis Guerra Nunes Mexia | EDP - Energias de Portugal, S.A. | 1,000 |
| João Manuel Manso Neto | EDP - Energias de Portugal, S.A. | 1,268 |
| João José Belard da Fonseca Lopes Raimundo | REN - Redes Energéticas Nacionais, SGPS, S.A. | 780 |
| Jorge Manuel Azevedo Henriques dos Santos | EDP - Energias de Portugal, S.A. | 2,379 |
| Nuno Maria Pestana de Almeida Alves | EDP - Energias de Portugal, S.A. | 50,000 |
| António Fernando Melo Martins da Costa | EDP - Energias de Portugal, S.A. | 13,299 |
| João Manuel de Mello Franco | EDP - Energias de Portugal, S.A. | 4,550 |
| João Manuel de Mello Franco | REN - Redes Energéticas Nacionais, SGPS, S.A. | 980 |
| Daniel M. Kammen | Renewable Funding LLC | 227,000 |
In accordance with the Company's by-laws, the remuneration of the members of the Board of Directors is proposed by the Nomination and Remuneration Committee to the Board of Directors on the basis of the overall amount of remuneration authorized by the General Meeting. The Board of Directors approves the distribution and exact amount paid to each director on the basis of this proposal.
The remuneration attributed to the members of the Executive Board of Directors (EBD) in 2009 and 2008 were as follows:
| 31 Dec 2009 | 31 Dec 2008 | |
|---|---|---|
| Euros | Euros | |
| CEO* | 246,857 | 235,200 |
| Board members | 508,750 | 277,083 |
| 755,607 | 512,283 | |
On 4 November 2008 EDP and EDP Renováveis signed an Executive Management Services Agreement.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-to-day running of the Company. Under this agreement EDP appoints four people to form EDPR's Executive Committee, for which EDP Renováveis pays EDP an amount defined by the Board of Directors. Until 30 of April of 2009 the CEO remuneration was also covered by this contract.
Under this contract, EDP Renováveis is due to pay an amount of EUR 1,453 thousands of Euros for management services rendered by EDP through 2009.
* From May to December 2008 and 2009
Additionally, the remuneration of the members of the Management Team (defined as Key Management and excluding the Chief Executive Officer), was 1,642 thousands of Euros (31 December 2008: 1,158 thousands of Euros).
As at 31 December 2009 and 2008 there are no outstanding loans and advances with company officers and key management.
As at 31 December 2009, assets and liabilities with related parties, are analysed as follows:
| Assets Euro'000 |
Liabilities Euro'000 |
Net Euro'000 |
|
|---|---|---|---|
| EDP Energias de Portugal, S.A. | 11,375 | 5,475 | 5,900 |
| EDP Energias de Portugal, S.A. Sucursal en España (EDP Branch) | 59,294 | 13,662 | 45,632 |
| EDP Group companies | 47,872 | 2,137,046 | -2,089,174 |
| Hidrocantábrico Group companies | 18,894 | 1,493 | 17,401 |
| Associated companies | 111,277 | - | 111,277 |
| Jointly controlled entities | 7,742 | 840 | 6,902 |
| Other | - | 239 | -239 |
| 256,454 | 2,158,755 | -1,902,301 |
Liabilities includes essentially loans obtained by EDP Renováveis from EDP Finance BV in the amount of 2,131,142 thousands of Euros.
As at 31 December 2008, assets and liabilities with related parties, are analysed as follows:
| Assets Euro'000 |
Liabilities Euro'000 |
Net Euro'000 |
|
|---|---|---|---|
| EDP Energias de Portugal, S.A. | 6,684 | 10,965 | -4,281 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | 24,416 | 931,140 | -906,724 |
| Group EDP companies | 120,943 | 2,000 | 118,943 |
| Hidrocantábrico Group companies | 21,464 | 6,154 | 15,310 |
| Associated companies | 14,018 | - | 14,018 |
| Jointly controlled entities | 8,344 | 840 | 7,504 |
| Other | - | 185 | -185 |
| 195,869 | 951,284 | -755,415 |
Transactions with related parties for the year ended 31 December 2009 are analysed as follows:
| Operating income Euro'000 |
Financial income Euro'000 |
Operating expenses Euro'000 |
Financial expenses Euro'000 |
|
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | 23,292 | - | -3,500 | -700 |
| EDP Energias de Portugal, 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 companies | 158,148 | - | -4,804 | -51 |
| Associated companies | 1,094 | 2,191 | -449 | - |
| Jointly controlled entities | 615 | 3,898 | - | - |
| 303,598 | 17,693 | -21,839 | -81,901 |
Transactions with related parties for the year ended 31 December 2008 are analysed as follows:
| Operating income Euro'000 |
Financial income Euro'000 |
Operating expenses Euro'000 |
Financial expenses Euro'000 |
|
|---|---|---|---|---|
| EDP Energias de Portugal, S.A. | 3,905 | 340 | -3,327 | -1,257 |
| EDP - Energias de Portugal, S.A. Sucursal en España (EDP Branch) | - | 26,791 | -2,880 | -55,309 |
| Group EDP companies | 93,118 | - | -4,290 | -525 |
| Hidrocantábrico Group companies | 96,968 | 8,755 | -3,973 | - |
| Associates | 1,239 | 198 | -24 | - |
| Jointly controlled entities | 707 | 471 | - | - |
| 195,937 | 36,555 | -14,494 | -57,091 |
With the purpose of hedging the foreign exchange risk existing in the company and Group accounts of EDP Renováveis and in the company accounts of EDP Branch, the EDP Group settled a CIRS in USD and Euros between EDP Branch and EDP Renováveis. At each reporting date, this CIRS is revalued to its market value, which corresponds to a spot foreign exchange revaluation, resulting in a perfect hedge (revaluation of the investment in Horizon and of the USD external financing). As at 31 December 2009, the amount payable by EDP Renováveis to EDP Branch related to this CIRS amounts to 1,268 thousands of Euros (31 December 2008: 65,478 thousands of Euros) (see note 33 and 35).
As part of its operational activities, the EDP Renováveis Group must present guarantees in favour of certain suppliers. Usually, these guarantees are granted by EDP, S.A., through EDP Branch. As at 31 December 2009, EDP, S.A. and Hidrocantábrico granted financial (31,114 thousands of Euros, 31 December 2008: 61,654 thousands of Euros) and operational (588, 860 thousands of Euros, 31 December 2008: 765,510 thousands of Euros) guarantees to suppliers in favour of NEO and Horizon. The operational guarantees are issued following the commitments assumed by NEO and Horizon in relation to the acquisition of property, plant and equipment, namely turbines (see note 36).
As part of its operational activities, the EDP Renováveis Group must present guarantees in favour of certain suppliers. Usually, these guarantees are granted by EDP, S.A., through EDP Branch. As at 31 December 2009, EDP, S.A. and Hidrocantábrico granted financial (31,114 thousands of Euros, 31 December 2008: 61,654 thousands of Euros) and operational (588, 860 thousands of Euros, 31 December 2008: 765,510 thousands of Euros) guarantees to suppliers in favour of NEO and Horizon. The operational guarantees are issued following the commitments assumed by NEO and Horizon in relation to the acquisition of property, plant and equipment, namely turbines (see note 36).
In the normal course of its activity, EDP Renováveis performs business transactions and operations based on normal market conditions with related parties.
Fair value of financial instruments is based, whenever available, on quoted market prices. Otherwise, fair value is determined through internal models, which are based on generally accepted cash flow discounting techniques and option valuation models or through quotations supplied by third parties.
Non-standard instruments may require alternative techniques, which consider their characteristics and the generally accepted market practices applicable to such instruments. These models are developed considering the market variables that affect the underlying instrument, namely yield curves, exchange rates and volatility factors.
Market data is obtained from generally accepted suppliers of financial data (Bloomberg and Reuters).
As at 31 December 2009 and 31 December 2008, the following table presents the interest rate curves of the major currencies to which the Group is exposed. These interest rates were used as the base for the fair value calculations made through internal models referred above:
| 31 Dec 2009 Currencies |
31 Dec 2008 | ||||
|---|---|---|---|---|---|
| Currencies | |||||
| EUR | USD | BRL | EUR | USD | |
| 3 months | 0.70% | 0.25% | 8.74% | 2.89% | 1.44% |
| 6 months | 0.99% | 0.43% | 9.22% | 2.97% | 1.78% |
| 9 months | 1.13% | 0.71% | 9.87% | 3.02% | 1.92% |
| 1 year | 1.25% | 0.98% | 10.50% | 3.05% | 2.03% |
| 2 years | 1.88% | 1.35% | 11.86% | 2.76% | 1.48% |
| 3 years | 2.28% | 2.00% | 12.43% | 2.91% | 1.82% |
| 5 years | 2.81% | 2.92% | 12.79% | 3.71% | 2.11% |
| 7 years | 3.22% | 3.48% | 13.10% | 3.93% | 2.36% |
| 10 years | 3.59% | 3.93% | 13.31% | 3.74% | 2.57% |
Non-listed equity instruments, for which a reliable and consistent fair value estimate is not available either by internal models or external providers, are recognized at their historical cost.
Listed financial instruments are recognized at fair value based on market prices. The financial instruments for which reliable fair value estimates are not available, are recorded in the balance sheet at their historical costs (note 19).
These financial instruments include mainly short term financial assets and liabilities. Given their short term nature at the reporting date, their book values are not significantly different from their fair values.
The fair value of the financial debt is estimated through internal models, which are based on generally accepted cash flow discounting techniques. At the reporting date, the carrying amount of floating rate loans is approximately their fair value. In case of fixed rate loans, mainly the intercompany loans granted by EDP Group, their fair value is obtained through internal models based on generally accepted discounting techniques. The discount rates and forward interest rates were based on the market interest rate curves and on the exchange rates disclosed on note 28.
All derivatives are accounted at their fair value. For those which are quoted in organized markets, the respective market price is used. For over-the-counter derivatives, fair value is estimated through the use of internal models based on cash flow discounting techniques and option valuation models generally accepted by the market, or by dealer price quotations.
With the purpose of hedging the foreign exchange risk resulting from the net investment in Horizon, the Group entered into a CIRS in USD and EUR with EDP Branch. This financial derivative is presented on the balance sheet at its fair value, which is estimated by discounting the projected USD and EUR cash flows. The discount rates and forward interest rates were based on the interest rate curves referred to above and the USD/EUR exchange rate is disclosed on note 28. See also notes 13, 23 and 27.
The fair values of assets and liabilities as at 31 December 2009 and 31 December 2008 is analysed as follows:
| 31 December 2009 Group | 31 December 2008 Group | |||||
|---|---|---|---|---|---|---|
| Carrying amount |
Fair value | Difference | Carrying amount |
Fair value | Difference | |
| Euro'000 | Euro'000 | Euro'000 | Euro'000 | Euro'000 | Euro'000 | |
| Financial assets | ||||||
| Available for sale investments | 12,630 | 12,630 | - | 12,501 | 12,501 | - |
| Trade receivables | 106,148 | 106,148 | - | 82,598 | 82,598 | - |
| Debtor and other assets | 466,905 | 466,905 | - | 337,353 | 337,353 | - |
| Derivative financial instruments | 19,208 | 19,208 | - | 3,355 | 3,355 | - |
| Financial assets at fair value through profit or loss | 37,103 | 37,103 | - | 35,774 | 35,774 | - |
| Cash and cash equivalents (assets) | 443,633 | 443,633 | - | 229,680 | 229,680 | - |
| 1,085,627 | 1,085,627 | - | 701,261 | 701,261 | - | |
| Financial liabilities | ||||||
| Financial debt | 2,673,439 | 2,643,266 | -30,173 | 1,462,273 | 1,500,989 | 38,716 |
| Suppliers | 695,001 | 695,001 | - | 503,192 | 503,192 | - |
| Trade and other payables | 1,747,511 | 1,747,511 | - | 1,695,387 | 1,695,387 | - |
| Derivative financial instruments | 19,702 | 19,702 | - | 77,022 | 77,022 | - |
| 5,135,653 | 5,105,480 | -30,173 | 3,737,874 | 3,776,590 | 38,716 |
The fair value levels used to valuate EDP Renováveis Group financial assets and liabilities are defined as follows:
Level 1 - Quoted prices (unaudjusted) in active market for identical assets and liabilities;
Level 2 - Inputs other that quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e., derived from prices);
Level 3 - Inputs for the assets or liability that are not based on observable market data (unobservable inputs).
| 31 December 2008 Group | |||||
|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 |
| 12,501 | |||||
| - | |||||
| - | |||||
| - | |||||
| - | |||||
| - | |||||
| 33,012 | 1,039,985 | 12,630 | 32,369 | 656,391 | 12,501 |
| - | |||||
| - | |||||
| - | |||||
| - | 5,105,480 | - | - | 3,776,590 | - |
| - - - - 33,012 - - - - - |
- 106,148 466 905 466,905 19,208 4,091 443,633 2,643,266 1,747,511 695,001 19,702 |
31 December 2009 Group 12,630 - - - - - - - - - |
- - - - 32,369 - - - - - |
- 82,598 337 353 337,353 3,355 3,405 229,680 1,500,989 1,695,387 503,192 77,022 |
The movement in 2009 and 2008 of the financial assets and liabilities within Level 3 are analyzed was as follows:
| Available for sale investments |
||||
|---|---|---|---|---|
| 31 Dec 2009 | 31 Dec 2008 | |||
| Balance at the beggining of the year | 12,501 | 7,951 | ||
| Gains / (Losses) in other comprehensive income | 912 | 7,747 | ||
| Purchases | - | 1,509 | ||
| Sales | - | -1,246 | ||
| Issues | - | |||
| Setllements | - | |||
| Transfers into / (out of) Level 3 | -783 | -3,460 | ||
| Balance at the end of the year | 12,630 | 12,501 |
The transfer out of Level 3 fair value is related with the subsidiary Aprofitament D'Energies Renovables de la Terra Alta, S.A., that during 2009 has been included in the consolidation scope of EDP Renováveis Group.
On 8 January 2010, EDP Renováveis has announced that has been selected by the Crown Estate as a Zone Partner in the third offshore wind farm leasing round in the UK. EDP Renováveis and SeaEnergy Renewable Limited, through a joint venture designated by Moray Offshore Renewables Limited, have been awarded exclusive rights to develop offshore wind farm sites in Zone 1 with an approximated target capacity of 1.3 GW. The share capital of Moray Offshore Renewables Limited is held on 75% by EDP Renováveis and on 25% by SeaEnergy Renewable Limited.
On January 25 2010, EDP Renováveis has announced that has entered into a 15-year agreement with Energia - Obrót SA to sell the green certificates generated from its 120 MW Margonin wind farm in Poland
On 27 January 2010, EDP Renováveis has announced the acquisition of 85% of Italian Wind Srl, from Co-Ver Group, ading to its portfolio several wind projects in Italy totalling 520 MW in diferent 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 new standards and interpretation that have been issued that are already effective and that the EDP Renováveis Group has applied on its Consolidated Financial Statements can be analyzed as follows:
The Group has adopted this amendment and the impact was exclusively related to the presentation of consolidated financial statements.
The Group did not obtain any significant impact 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 any significant impact from the adoption of this amendment.
The Group did not obtain any significant impact from the adoption of this amendment.
The Group has adopted this amendment and the impact was exclusively related to the presentation of consolidated financial statements.
The Group has adopted this standard and the impact was exclusively related to the presentation of consolidated financial statements.
The Group did not obtain any significant impact from the adoption of this interpretation.
The Group did not obtain any significant impact from the adoption of this interpretation.
The Group did not obtain any significant impact from the adoption of this interpretation.
The IASB publicated the Annual Improvement Project that changed the following standards:
The Group did not obtain any significant impact from the adoption of these amendments.
The Group has also decided against early application of the following standards and interpretations, which have been endorsed by the European Union in 2009:
The Group is evaluating the impact from the adoption of these standards and interpretations.
The Group has also decided against early application of the following standards and interpretations, which have not been endorsed by the European Union in 2009:
Expenses of environmental nature are the expenses that were identified and incurred to avoid, reduce or repair damages of an environmental nature that result from the Group's normal activity.
These expenses are booked in the income statement of the year, except if they qualify to be recognised as an asset, as according to IAS 16.
During the period, the environmental expenses recognised in the income statement refer to costs with the environmental management plan are analysed as follows:
| Group 31 Dec 2009 Euro'000 |
Group 31 Dec 2008 Euro'000 |
|
|---|---|---|
| Environmental Investment | 4,500 | 9,548 |
| 4,500 | 9,548 |
The development of an Environmental Management System (EMS) was started in 2008 The purpose of the EMS is to stimulate good environmental practices focused The development of an Environmental Management System (EMS) was started in 2008. The purpose of the EMS is to stimulate good environmental practices focused on protecting natural resources and waste and spill management, with a commitment to continuous improvement of environmental performance.
In Europe, EDP Renováveis renewed certification obtained for five of its wind farms in operation under the ISO 14001, and five new wind farms were certified, reaching a total of 289.5 MW certified. It is the intent for 2010 that 20 new wind farms, 650MW, will be certified.
As referred in accounting policy 2n, the Group has established provisions for dismantling and decommissioning of property, plant and equipment when a legal or contractual obligation exists to dismantle and decommission those assets at the end of their useful lifes. Consequently, the Group has booked provisions for property, plant and equipment related to electricity wind generation for the responsibilities of restoring sites and land to its original condition, in the amount of 63,956 thousands of Euros as at 31 December 2009 (47,311 thousands of Euros on 31 December 2008) (see note 32).
During 2009, the land acquired by the subsidiary Horizon and classified as assets held for sale was sold (985 thousands of Euros as at 31 December 2008).
The Group generates energy from renewable resources and has four reportable segments which are the Group's strategic business units, Portugal, Spain, Rest of Europe and USA. The strategic business units have operations in different geographic zones, and are managed separately because their characteristics are quite different mainly as a consequence of different regulations in each zone. For each of the strategic business units, the Group's CEO reviews internal management reports on at least a quarterly basis.
Other operations includes the EDP Renováveis Brasil subgroup companies, the financial investments and remain activities (Biomass and mini-hydric generation plants) not included in the reportable segments. None of these segments meets any of the quantitative thresholds for determining reportable segments in 2009 or 2008.
The accounting policies of the reportable segments are the same as described in note 3. Information regarding the results of each reportable segment is included in Appendix 2. Performance is measured based on segment profit , as included in the internal management reports that are reviewed by the Group's CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Inter-segment pricing is determined on an arm's length basis.
This change should be made eliminating to comply with the new definitions established in IFRS 8. Please check it carefully in order to be precised:
A business segment is an identifiable component of the Group, aimed at providing a single product or service, or a group of related products or services, and it is subject to risks and returns that can be distinguished from those of other business segments.
A geographical segment is an identifiable component of the Group, aimed at providing a single product or service, or a group of related products or services, within a specific economic environment, and it is subject to risks and returns that can be differentiated from those that operate in other economic environments.
The Group generates energy from renewable resources in several locations and its activity is managed based on the following business segments:
The segment "Adjustments" corresponds to the adjustments related to the anullation of financial investments in subsidiaries of EDPR Group and to the other consolidation and intra-segment adjustments.
The reported amounts for each business reportable result from the aggregation of the subsidiaries and business units defined in each segment perimeter and the elimination of the intra-segment transactions.
The statement of financial position of each subsidiary and business unit is determined based in the amounts booked directly in the subsidiaries that compose the segment, including the intra-segment anullations, without any inter-segment allocation adjustment.
The income statement for each segment is determined based on the amounts booked directly in the subsidiaries financial statements and business units, adjusted by the intra-segments anullations.
For comparative purposes the assumptions used in the preparation of segment reporting of 31 December 2009 have also been used to reexpress the 31 December 2008 amounts.
KPMG has audited the consolidated annual accounts of EDP Renováveis Group for 2009 and 2008. This company and the other related entities and persons in accordance with Law 19/188 of 12 July, have invoiced for the year ended in 31 December 2009 and 2008, fees and expenses for professional services, acording to the following detail (amounts in thousands of Euros):
| 31 December 2009 | ||||||
|---|---|---|---|---|---|---|
| Portugal | Spain | Brazil | United States of America |
Other | Total | |
| Audit and statutory audit of accounts Assurance and reliability services |
74 - |
780 100 |
36 - |
694 202 |
218 14 |
1,802 316 |
| 74 | 880 | 36 | 896 | 232 | 2,118 | |
| Tax consultancy services Other services unrelated to statutory |
12 | 337 | - | 666 | 6 | 1,021 |
| auditing | - | - | - | - | - | - |
| 12 | 337 | - | 666 | 6 | 1,021 | |
| Total | 86 | 1,217 | 36 | 1,562 | 238 | 3,139 |
| 31 December 2008 | ||||||
|---|---|---|---|---|---|---|
| Portugal | Spain | Brazil | United States of America |
Other | Total | |
| Audit and statutory audit of accounts Assurance and reliability services |
85 344 |
636 345 |
- - |
562 411 |
124 11 |
1,407 1,111 |
| 429 | 981 | - | 973 | 135 | 2,518 | |
| Tax consultancy services Other services unrelated to statutory |
8 | 120 | - | 687 | 41 | 856 |
| auditing | - | 30 | - | - | - | 30 |
| 8 | 150 | - | 687 | 41 | 886 | |
| Total | 437 | 1,131 | - | 1,660 | 176 | 3,404 |
The Subsidiary Companies consolidated under the full consolidated method, as at 31 December 2009, are as follows:
| Subsidiaries Companies | Head Office |
% Indirect |
% Direct |
Auditor |
|---|---|---|---|---|
| Group's parent holding company: | ||||
| EDP Renováveis, Sociedade Limitada | Oviedo | 100.00% | 100.00% | KPMG |
| Parent Company: | ||||
| Nuevas Energías de Occidente, S.L. | Oviedo | 100.00% | 100.00% | KPMG |
| Electricity business Portugal | ||||
| Eneraltius- Produção de Energia Eléctrica, S.A. | Lisboa | 100.00% | - | KPMG |
| Enernova - Novas Energias, S.A. | Lisboa | 100.00% | - | KPMG |
| Eólica da Alagoa | Arcos Valdevez | 59.99% | - | KPMG |
| Eólica de Montenegrelo, Lda | Vila Pouca de Aguiar | 50.10% | - | KPMG |
| Eólica da Serra das Alturas | Porto | 50.10% | - | KPMG |
| Malhadizes | Porto Salvo | 100.00% | - | KPMG |
| Electricity business Spain | ||||
| Acampo Arias,S.L. | Zaragoza | 98.19% | - | KPMG |
| Agrupación Eólica SLU | Zaragoza | 100.00% | - | KPMG |
| Parque Eólico Plana de Artajona, SLU | Zaragoza | 100.00% | - | Not audited |
| Compañía Eólica Campo de Borja, S.A. | Zaragoza | 75.83% | - | KPMG |
| Cía. Eléctrica de Energías Renovables Alternativas, SAL | Zaragoza | 100.00% | - | Deloitte |
| Ceprastur AIE * | Oviedo | 45.41% | - | Not audited |
| Corporación Empresarial de Renovables Alternativas, SLU Parc Eòlic de Coll de Moro, S.L. |
Zaragoza Barcelona |
100.00% 60.00% |
- - |
Not audited KPMG |
| D.E. Almarchal, SAL * | Cádiz | 80.00% | - | KPMG |
| D.E. Buenavista, SAL * | Cádiz | 80.00% | - | KPMG |
| Desarrollos Catalanes Del Viento,S.L. | Barcelona | 60.00% | - | KPMG |
| D.E. de Corme, S.A. * | La Coruña | 80.00% | - | KPMG |
| D.E. Dumbria, SAL * | La Coruña | 80.00% | - | KPMG |
| Desarrollos Eólicos de Galicia, S.A. * | La Coruña | 80.00% | - | KPMG |
| D.E. de Lugo, SAL * | Lugo | 80.00% | - | KPMG |
| Desarrollos Eólicos Promoción S.A.U. * | Sevilla | 80.00% | - | KPMG |
| D.E. Rabosera, S.A. * | Huesca | 76.00% | - | KPMG |
| Desarrollos Eólicos, S.A. * | Sevilla | 80.00% | - | KPMG |
| D.E. de Tarifa, SAL * | Cádiz | 80.00% | - | KPMG |
| Eólica Don Quijote, S.L. * Eólica Dulcinea, S.L. * |
Albacete Albacete |
80.00% 80.00% |
- - |
KPMG KPMG |
| Eolica Alfoz, S.L. * | Madrid | 67.98% | - | KPMG |
| Eólica Arlanzón, S.A. * | Madrid | 62.00% | - | KPMG |
| Eólica Campollano, S.A. * | Madrid | 60.00% | - | KPMG |
| Eneroliva, S.A. * | Sevilla | 80.00% | - | Not audited |
| Fontesilva * | Coruña | 80.00% | - | KPMG |
| Hidroeléctrica Fuentermosa S.L. * | Oviedo | 80.00% | - | Not audited |
| Parques de Generación Eólica, S.L | Burgos | 60.00% | - | KPMG |
| Generaciones Especiales I, S.L. | Madrid | 80.00% | - | KPMG |
| Ceasa Promociones Eólicas SLU | Zaragoza | 100.00% | - | KPMG |
| Subgrupo Veinco | Zaragoza | 80.00% | - | Not audited |
| Guadalteba Hidroeléctrica Gormaz S.A. * |
Sevilla Salamanca |
80.00% 60.00% |
- - |
KPMG Not audited |
| Iberia Aprovechamientos Eólicos, SAL | Zaragoza | 100.00% | - | KPMG |
| Investigación y Desarrollo de Energías Renovables, S. L. | León | 47.67% | - | KPMG |
| Industrias Medioambientales Río Carrión, S.A. * | Madrid | 72.00% | - | Not audited |
| La Janda * | Madrid | 80.00% | - | KPMG |
| Lanavica | Madrid | 80.00% | - | KPMG |
| Parque Eólico Los Cantales, SLU | Zaragoza | 100.00% | - | KPMG |
| Parc Eolic Molinars SL | GIRONA | 54.00% | - | Not audited |
| Molino de Caragüeyes,S.L. | Zaragoza | 80.00% | - | KPMG |
| Parque Eólico Montes de Castejón, S.L. | Zaragoza | 100.00% | - | Not audited |
| Muxia I e II * | Coruña | 80.00% | - | Not audited |
| NEO Energia Aragón SL | Madrid | 100.00% | - | KPMG |
| NEO Catalunya SL Neomai Inversiones SICAV, SA |
Barcelona Madrid |
100.00% 100.00% |
- - |
KPMG PwC |
| Parque Eólico Santa Quiteria, S.L. * | Huesca | 46.66% | - | KPMG |
| Parque Eólico Belchite, S.L. * | Zaragoza | 80.00% | - | KPMG |
| Parques Eólicos del Cantábrico, S.A. * | Oviedo | 80.00% | - | KPMG |
| Parque Eólico La Sotonera, SL * | Zaragoza | 51.87% | - | KPMG |
| Eolica de Radona SL * | Madrid | 80.00% | - | KPMG |
| Rasacal Cogeneración S.A. * | Madrid | 48.00% | - | Not audited |
| Siesa Renovables Canarias, S.L. * | Gran Canaria | 80.00% | - | Not audited |
| Renovables Castilla La Mancha S.A. * | Albacete | 72.00% | - | KPMG |
| Subsidiaries Companies | Head Office |
% Indirect |
% Direct |
Auditor |
|---|---|---|---|---|
| Hidroeléctrica del Rumblar S.L. * | Madrid | 64.00% | - | Not audited |
| Sierra Avila * | Madrid | 71.99% | - | KPMG |
| Sinae Inversiones Eólicas S.A. * | Madrid | 80.00% | - | KPMG |
| Sotromal, S.A. * | Soria | 72.00% | - | Not audited |
| Parc Eòlic de Torre Madrina, S.L. | Barcelona | 60.00% | - | KPMG |
| Tratanuebtis Medioambientales del Norte, S.A. | Madrid | 64.00% | - | Not audited |
| Veinco Energia Limpia SL * | Zaragoza | 80.00% | - | Not audited |
| Bon Vent de Corbera, SL | Barcelona | 100.00% | - | KPMG |
| Bon Vent de Vilalba, SL | Barcelona | 100.00% | - | KPMG |
| Parc Eòlic de Vilalba dels Arcs, S.L. | Barcelona | 60.00% | - | KPMG |
| Aprofitament D'Energies Renovables de la Terra Alta, S.A. Agrupación Eólica Francia SL |
Barcelona Madrid |
48.70% 100.00% |
- - |
KPMG KPMG |
| Coll de la Garganta | Barcelona | 100.00% | - | KPMG |
| Eólica Curiscao Pumar, S.A. | Madrid | 80.00% | - | KPMG |
| Desarrollos Eólicos de Teruel, S.L. | Zaragoza | 40.80% | - | Not audited |
| Eólica Garcimuñoz, SL | Madrid | 80.00% | - | Not audited |
| Energías Eólicas La Manchuela, S.L.U. * | Madrid | 80.00% | - | KPMG |
| Sierra de la Peña, S.A. | Madrid | 67.92% | - | KPMG |
| Bon Vent de L'Ebre, S.L. | Barcelona | 100.00% | - | KPMG |
| Serra Voltorera | Barcelona | 100.00% | - | KPMG |
| Electricity business France | ||||
| Parc Eolien D'Ardennes | Elbeuf | 100.00% | - | Not audited |
| Parc Eolien du Clos Bataille, SAS | Elbeuf | 100.00% | - | Not audited |
| Eolienne des Bocages, SARL | Elbeuf | 100.00% | - | Not audited |
| Eolienne de Callengeville, SAS | Elbeuf | 100.00% | - | Not audited |
| CE Canet-Pont de Salars | Paris | 100.00% | - | KPMG |
| Parc Eolien des Longs Champs, SARL | Elbeuf | 100.00% | - | Not audited |
| Eolienne D'Etalondes, SARL | Elbeuf | 100.00% | - | Not audited |
| CE Gueltas Noyal-Pontivy | Paris | 100.00% | - | KPMG |
| Parc Eolien de La Hetroye, SAS SOCPE Le Mee SARL |
Elbeuf Toulouse |
100.00% 49.00% |
- - |
Not audited KPMG |
| Parc Eolien de Mancheville, SARL | Elbeuf | 100.00% | - | Not audited |
| Neo Galia , SAS Neo Galia , SAS |
Paris Paris |
100.00% 100.00% |
- | KPMG |
| C.E. Patay, SAS | Paris | 100.00% | - | KPMG |
| Parc Eolien des Bocages, SARL | Elbeuf | 100.00% | - | Not audited |
| SOCPE Petite Piece SARL | Toulouse | 49.00% | - | KPMG |
| Plouvien Breiz SAS | Carhaix | 100.00% | - | Jean-Yves Morisset |
| Parc Eolien de Roman, SARL | Elbeuf | 100.00% | - | Not audited |
| C.E. Saint Barnabe, SAS | Paris | 100.00% | - | KPMG |
| Eolienne de Saugueuse, SARL | Elbeuf | 100.00% | - | Not audited |
| SOCPE Sauvageons SARL | Toulouse | 49.00% | - | KPMG |
| C.E. Segur, SAS | Paris | 100.00% | - | KPMG |
| Truc L'homme Parc Eolien de Varimpre, SAS |
Paris Elbeuf |
100.00% 100.00% |
- - |
KPMG Not audited |
| Parc Eolien des Vatines, SAS | Elbeuf | 100.00% | - | Not audited |
| Mardelle, SARL | Toulouse | 100.00% | - | Not audited |
| Quinze Mines, SARL | Toulouse | 49.00% | - | Not audited |
| Vallée du Moulin, SARL | Toulouse | 100.00% | - | Not audited |
| Electricity business Poland | ||||
| Elektrownia Wiatrowa Kresy I | Warsaw | 100.00% | - | Not audited |
| Neolica Polska | Warsaw | 100.00% | - | KPMG |
| Relax Wind Park I | Warsaw | 96.43% | - | KPMG |
| Relax Wind Park II | Warsaw | 51.00% | - | Not audited |
| Relax Wind Park III Relax Wind Park IV |
Warsaw Warsaw |
100.00% 51.00% |
- - |
Not audited Not audited |
| Electricity business Belgium | ||||
| Greenwind S.A. | Louvain-la-Neuve | 70.00% | - | Not audited |
| Electricity business Brazil | ||||
| EDP Renováveis Brasil, S.A. | São Paulo | 55.00% | 55.00% | KPMG |
| Central Nacional de Energia Eólica, S.A. (Cenaeel) | São Paulo | 55.00% | - | KPMG |
| Elebrás Projectos, Ltda | São Paulo | 55.00% | - | Not audited |
| Electricity business Romania | ||||
| Cernavoda Power SRL | Bucharest | 85.00% | - | KPMG |
| Renovatio Power SRL | Bucharest | 85.00% | - | KPMG |
| Head | % | % | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Indirect | Direct | Auditor |
| Electricity business - Holland: | ||||
| Tarcan BV | Amsterdam | 100.00% | - | Not audited |
| Electricity business - Great Britain: | ||||
| EDPR UK Limited | Cardiff | 100.00% | - | Not audited |
| Moray Offshore Renewables Limited | Cardiff | 75.00% | - | Not audited |
| Parent Company: | ||||
| Horizon Wind Energy LLC | Texas | 100.00% | 100.00% | KPMG |
| Electricity business USA | ||||
| Wind Turbine Prometheus, LP | California | 100.00% | - | KPMG |
| Dickinson County Wind Farm LLC | Minnesota | 100.00% | - | KPMG |
| Darlington Wind Farm, LLC | Minnesota | 100.00% | - | KPMG |
| Cloud County Wind Farm | Kansas | 100.00% | - | KPMG |
| Whitestone Wind Purchasing, LLC | Texas | 100.00% | - | KPMG |
| Blue Canyon Windpower II LLC | Oklahoma | 100.00% | - | KPMG |
| Blue Canyon Windpower V, LLC | Oklahoma | 100.00% | - | KPMG |
| Horizon Wind Energy International | Texas | 100.00% | - | KPMG |
| Pioneer Prairie Wind Farm I, LLC | Iowa | 100.00% | - | KPMG |
| Sagebrush Power Partners, LLC | Washington | 100.00% | - | KPMG |
| Telocaset Wind Power Partners, LLC | Oregon | 100.00% | - | KPMG |
| High Trail Wind Farm, LLC | Illionois | 100.00% | - | KPMG |
| Marble River, LLC | New York | 100.00% | - | KPMG |
| Rail Splitter | Illionois | 100.00% | - | KPMG |
| Blackstone Wind Farm, LLC | Illionois | 100.00% | - | KPMG |
| Aroostook Wind Energy LLC | Maine | 100.00% | - | KPMG |
| Jericho Rise Wind Farm LLC | New York | 100.00% | - | KPMG |
| Madison Windpower LLC | New York | 100.00% | - | KPMG |
| Mesquite Wind, LLC | Texas | 100.00% | - | KPMG |
| Martinsdale Wind Farm LLC | Colorado | 100.00% | - | KPMG |
| Post Oak Wind, LLC | Texas | 100.00% | - | KPMG |
| BC Maple Ridge Wind LLC Wind |
Texas | 100.00% | - | KPMG |
| High Prairie Wind Farm II, LLC | Minnesota | 100.00% | - | KPMG |
| Arlington Wind Power Project LLC | Oregon | 100.00% | - | KPMG |
| Signal Hill Wind Power Project LLC | Colorado | 100.00% | - | KPMG |
| Tumbleweed Wind Power Project LLC | Colorado | 100.00% | - | KPMG |
| Old Trail Wind Farm, LLC | Illionois | 100.00% | - | KPMG |
| Viento Grande Wind Power Project LLC | Colorado | 100.00% | - | KPMG |
| OPQ Property LLC | Illionois | 100.00% | - | KPMG |
| Meadow Lake Wind Farm, LLC | Indiana | 100.00% | - | KPMG |
| Wheatfield Wind Power Project, LLC | Oregon | 100.00% | - | KPMG |
| 007 Vento I LLC | Texas | 100.00% | - | KPMG |
| 007 Vento II | Texas | 100.00% | - | KPMG |
| 008 Vento III | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures I LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures II, LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures III, LLC | Texas | 100.00% | - | KPMG |
| Clinton County Wind Farm, LLC | New York | 100.00% | - | KPMG |
| BC2 Maple Ridge Holdings LLC | Texas | 100.00% | - | Not audited |
| Cloud West Wind Project, LLC | Texas | 100.00% | - | Not audited |
| Five-Spot, LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Chocolate Bayou I LLC | Texas | 100.00% | - | Not audited |
| Alabama Ledge Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Antelope Ridge Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Arkwright Summit Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Ashford Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Athena-Weston Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Black Prairie Wind Farm LLC | Texas | 100.00% | - | KPMG |
| Blackstone Wind Farm II LLC | Texas | 100.00% | - | KPMG |
| Blackstone Wind Farm III LLC | Texas | 100.00% | - | Not audited |
| Blackstone Wind Farm IV LLC | Texas | 100.00% | - | Not audited |
| Blackstone Wind Farm V LLC | Texas | 100.00% | - | Not audited |
| Blue Canyon Windpower III LLC | Texas | 100.00% | - | Not audited |
| Blue Canyon Windpower IV LLC | Texas | 100.00% | - | Not audited |
| Blue Canyon Windpower VI LLC | Texas | 100.00% | - | Not audited |
| Broadlands Wind Farm II LLC | Texas | 100.00% | - | Not audited |
| Broadlands Wind Farm III LLC | Texas | 100.00% | - | Not audited |
| Broadlands Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Chateaugay River Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Cropsey Ridge Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Crossing Trails Wind, Power Project LLC | Texas | 100.00% | - | Not audited |
| Dairy Hills Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Diamond Power Partners LLC | Texas | 100.00% | - | Not audited |
| Ford Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Head | % | % | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Indirect | Direct | Auditor |
| Freeport Windpower I, LP | Texas | 100.00% | - | Not audited |
| Gulf Coast Windpower Management Company, LLC | Texas | 100.00% | - | Not audited |
| Homestead Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest VII LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest X LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest XI LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Panhandle I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest II LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest III LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest IV LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Valley I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind MREC Iowa Partners LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind, Freeport Windpower I LLC | Texas | 100.00% | - | Not audited |
| Juniper Wind Power Partners, LLC | Texas | 100.00% | - | Not audited |
| Lexington Chenoa Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Machias Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Meadow Lake Wind Farm II LLC | Texas | 100.00% | - | KPMG |
| New Trail Wind Farm LLC | Texas | 100.00% | - | Not audited |
| North Slope Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Number Nine Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Pacific Southwest Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Pioneer Prairie Wind Farm II LLC | Texas | 100.00% | - | Not audited |
| Rim Rock Power Partners LLC | Texas | 100.00% | - | Not audited |
| Saddleback Wind Power Project LLC | Texas | 100.00% | - | KPMG |
| Sardinia Windpower LLC | Texas | 100.00% | - | Not audited |
| Turtle Creek Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Western Trail Wind Project I LLC | Texas | 100.00% | - | Not audited |
| Whistling Wind WI Energy Center, LLC | Texas | 100.00% | - | Not audited |
| Simpson Ridge Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Coos Curry Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Midwest IX LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest I LLC | Texas | 100.00% | - | Not audited |
| Peterson Power Partners LLC | Texas | 100.00% | - | Not audited |
| Pioneer Prairie Interconnection LLC | Texas | 100.00% | - | Not audited |
| The Nook Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Tug Hill Windpower LLC Windpower |
Texas | 100.00% | - | Not audited |
| Whiskey Ridge Power Partners LLC | Texas | 100.00% | - | Not audited |
| Wilson Creek Power Partners LLC | Texas | 100.00% | - | Not audited |
| WTP Management Company LLC | Texas | 100.00% | - | Not audited |
| Meadow Lake Wind Farm IV LLC | Indiana | 100.00% | - | KPMG |
| Meadow Lake Windfarm III LLC | Indiana | 100.00% | - | KPMG |
| 2009 Vento IV, LLC | Texas | 100.00% | - | KPMG |
| 2009 Vento V, LLC | Texas | 100.00% | - | KPMG |
| 2009 Vento VI, LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures II LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures III, LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures VI, LLC | Texas | 100.00% | - | KPMG |
| Lexington Chenoa Wind Farm II LLC | Illinois | 100.00% | - | KPMG |
| Lexington Chenoa Wind Farm III LLC | Illinois | 100.00% | - | KPMG |
| East Klickitat Wind Power Project LLC | Washington | 100.00% | - | KPMG |
| Horizon Wind Energy Northwest IV LLC | Oregon | 100.00% | - | KPMG |
| Blue Canyon Wind Power VII LLC | Oklahoma | 100.00% | - | KPMG |
| Horizon Wyoming Transmission LLC | Wyoming | 100.00% | - | KPMG |
| AZ Solar LLC | Arizona | 100.00% | - | KPMG |
| Black Prairie Wind Farm II LLC | Illinois | 100.00% | - | KPMG |
| Black Prairie Wind Farm III LLC | Illinois | 100.00% | - | KPMG |
| Paulding Wind Farm LLC | Ohio | 100.00% | - | KPMG |
| Paulding Wind Farm II LLC | Ohio | 100.00% | - | KPMG |
| Paulding Wind Farm III LLC | Ohio | 100.00% | - | KPMG |
| Simpson Ridge Wind Farm II LLC | Wyoming | 100.00% | - | KPMG |
| Simpson Ridge Wind Farm III LLC | Wyoming | 100.00% | - | KPMG |
| Simpson Ridge Wind Farm IV LLC | Wyoming | 100.00% | - | KPMG |
| Simpson Ridge Wind Farm V LLC | Wyoming | 100.00% | - | KPMG |
| Athena-Weston Wind Power Project II, LLC | Oregon | 100.00% | - | KPMG |
| Meadow Lake Wind Farm V, LLC | Indiana | 100.00% | - | KPMG |
The main financial indicators of the jointly controlled companies included in the consolidation under the proportionate consolidation method as at 31 December 2009, are as follows:
| J ointly C ontrolled Companies | Head Office |
S hare C apital / Currency E UR |
Non Current Assets 31 -Dec-09 E uro'000 |
C urrent Asset s 31 -Dec -09 E uro'000 |
Non C urrent L iabilities 31 -Dec-09 E uro'000 |
Current L iabilities E uro'000 |
T otal E quity E uro'000 |
T otal Inc omes 31 -Dec-09 31 -Dec-09 31 -Dec-09 31 -Dec -09 31 -Dec-09 Indirect E uro'000 |
T otal C osts E uro'000 |
Net R esults E uro'000 |
% | % Direct |
Auditor | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| E lectricity business | ||||||||||||||
| F lat R ock W indpower L L C F lat R ock W indpower II L L C |
New Y ork New Y ork |
364,764 US D 1 44,001 US D |
-1 9,659 -7,899 |
3,694 849 |
1 ,049 387 |
66 43 |
-1 7,081 -7,479 |
1 1 ,353 2,743 |
-1 3,386 -4,387 |
-2,033 50.00% -1 ,644 50.00% |
50.00% E &Y 50.00% E &Y |
|||
| Compañía E ólica Aragonesa, S .A. | Zaragosa | 6,701 E UR | 1 05,01 4 | 9,088 | 44,31 3 | 1 3,357 | 56,433 | 1 4,805 | -1 1 ,946 | 2,859 50.00% | 50.00% Deloitte | |||
| Desarrollos E nergeticos C anarios S .A. E volución 2000, S .L . Murciasol-1 S olar T érmica, S .L . |
L as P almas Albacete Madrid |
1 1 8 E UR | 1 5 E UR 3 E UR |
-8 22,690 84 |
4 5,694 1 6 |
0 23,366 0 |
9 3,895 1 00 |
-1 3 1 ,1 24 0 |
0 5,273 0 |
0 -3,955 0 |
0 39.92% 1 ,31 8 39.32% 0 40.00% |
49.90% KP MG 49.1 5% KP MG |
50.00% Not audited | |
| T ebar E ólica, S .A. | C uenca | 4,720 E UR | 1 5,436 | 4,992 | 1 4,981 | 2,845 | 2,601 | 4,054 | -3,449 | 606 40.00% | 50.00% Abante Audit Auditores, |
The Associated Companies included in the consolidation under the equity method as at 31 December 2009, are as follows:
| Head | % | % | ||
|---|---|---|---|---|
| Associates | Office | Indirect | Direct | Auditor |
| Aprofitament D'Energies Renovables de L'Ebre, S.A. | Barcelona | 48.70% | Not audited | |
| Biomasas del Pirineo S.A. | Huesca | 24.00% | - | PwC |
| Cultivos Energéticos de Castilla S.A. | Burgos | 24.00% | - | Not audited |
| D.E. DE CANARIAS, S.A. | Gran Canaria | 35.80% | - | Not audited |
| Hidroastur S.A. | Oviedo | 19.60% | - | KPMG |
| Naturneo Energía, S.L. | Bilbau | 20.00% | - | Mazars |
| Parque Eólico Belmonte, S.A. | Asturias | 49.01% | - | Centium |
| Parque Eólico Sierra del Madero S.A. | Soria | 23.92% | - | Not audited |
| Parque Eólico Altos del Voltoya, S.A. | Madrid | 33.60% | - | KPMG |
| Sodecoan, S.L. | Sevilla | 39.20% | - | Ernst & Young |
| Solar Siglo XXI, S.A. | Ciudad Real | 40.00% | - | KPMG |
| ENEOP - Éolicas de Portugal, S.A. | Lisboa | 20.00% | - | Mazars |
The Subsidiary Companies consolidated under the full consolidated method, as at 31 December 2008, are as follows:
| Subsidiaries Companies | Head Office |
% Indirect |
% Direct |
Auditor |
|---|---|---|---|---|
| Group's parent holding company: | ||||
| EDP Renováveis, Sociedad Anónima | Oviedo | 100.00% | 100.00% | KPMG |
| Parent Company: | ||||
| Nuevas Energías de Occdiente,S.L. | Oviedo | 100.00% | 100.00% | KPMG |
| Electricity business Portugal | ||||
| Eneraltius-Prodrução de Energia Eléctrica, S.A. | Lisboa | 100.00% | - | KPMG |
| Enernova -Novas Energias, S.A. | Lisboa | 100.00% | - | KPMG |
| Eólica da Alagoa | Arcos Valdevez | 59.99% | - | PwC |
| Eólica de Montenegrelo, LDA | Vila Pouca de Aguiar | 50.10% | - | KPMG |
| Eólica da Serra das Alturas | Porto | 50.10% | - | PWC |
| Levante - Energia Eólica, Unipessoal, LDA | Porto Salvo | 100.00% | - | KPMG |
| Malhadizes | Porto Salvo | 100.00% | - | KPMG |
| Electricity business Spain | ||||
| Acampo Arias,S.L. | Zaragoza | 98.19% | - | KPMG |
| Agrupación Eólica SLU | Zaragoza | 100.00% | - | KPMG |
| Parque Eólico Plana de Artajona, SLU | Zaragoza | 100.00% | - | Not audited |
| Bourbriac | Paris | 100.00% | - | KPMG |
| Compañía Eólica Campo de Borja, S.A. | Zaragoza | 75.83% | - | KPMG |
| Cía. Eléctrica de Energías Renovables Alternativas, SAL | Zaragoza | 100.00% | - | Not audited |
| Ceprastur AIE * | Oviedo | 45.41% | - | Not audited |
| Corporación Empresarial de Renovables Alternativas, SLU | Zaragoza | 100.00% | - | Not audited |
| Parc Eòlic de Coll de Moro, S.L. | BARCELONA | 60.00% | - | Not audited |
| D.E. Almarchal, SAL * | Cádiz | 80.00% | - | KPMG |
| D.E. Buenavista, SAL * | Cádiz | 80.00% | - | KPMG |
| Desarrollos Catalanes Del Viento,S.L. | Barcelona | 60.00% | - | KPMG |
| D.E. de Corme, S.A. * | La Coruña | 80.00% | - | KPMG |
| D.E. Dumbria, SAL * | La Coruña | 80.00% | - | KPMG |
| Desarrollos Eólicos de Galicia, S.A. * | La Coruña | 77.33% | - | KPMG |
| D.E. de Lugo, SAL * | Lugo | 80.00% | - | KPMG |
| Desarrollos Eólicos Promoción S.A.U. * | Sevilla | 80.00% | - | KPMG |
| D.E. Rabosera, S.A. * | Huesca | 76.00% | - | KPMG |
| Desarrollos Eólicos, S.A. * | Sevilla | 80.00% | - | KPMG |
| D.E. de Tarifa, SAL * | Cádiz | 80.00% | - | KPMG |
| Subsidiaries Companies | Head Office |
% Indirect |
% Direct |
Auditor |
|---|---|---|---|---|
| Eólica Don Quijote, S.L. * Eólica Dulcinea, S.L. * |
Albacete Albacete |
80.00% 80.00% |
- - |
KPMG KPMG |
| Eolica Alfoz, S.L. * | Madrid | 67.98% | - | KPMG |
| Eólica Arlanzón, S.A. * | Madrid | 62.00% | - | KPMG |
| Eólica Campollano, S.A. * | Madrid | 60.00% | - | KPMG |
| Eólica Mare Nostrum S.A. * | Valencia | 48.00% | - | Not audited |
| Eólica La Brújula, S.A. * | Madrid | 67.92% | - | KPMG |
| Energías Eólicas La Manchuela, S.L.U. * | Albacete | 80.00% | - | KPMG |
| Eneroliva, S.A. * | Sevilla | 80.00% | - | Not audited |
| Fontesilva * | Coruña | 80.00% | - | Not audited |
| Hidroeléctrica Fuentermosa S.L. * | Oviedo | 71.96% | - | Not audited |
| Parques de Generación Eólica, S.L Generaciones Especiales I, S.L. |
Burgos Madrid |
60.00% 80.00% |
- - |
KPMG KPMG |
| Ceasa Promociones Eólicas SLU | Zaragoza | 100.00% | - | Ernst & Young |
| Subgrupo Veinco* | Zaragoza | 80.00% | - | Not audited |
| Guadalteba* | Sevilla | 80.00% | - | Not audited |
| Hidroeléctrica Gormaz S.A. * | Salamanca | 60.00% | - | Not audited |
| Iberia Aprovechamientos Eólicos, SAL | Zaragoza | 100.00% | - | KPMG |
| Investigación Y Desarrollo de Energías Renovables, S. L. | León | 47.67% | - | KPMG |
| Industrias Medioambientales Río Carrión, S.A. * | Madrid | 72.00% | - | Not audited |
| La Janda * | Madrid | 80.00% | - | Not audited |
| Lanavica | Madrid | 80.00% | - | KPMG |
| Parque Eólico Los Cantales, SLU | Zaragoza | 100.00% | - | KPMG |
| Parc Eolic Molinars SL | GIRONA | 54.00% | - | Not audited |
| Molino de Caragüeyes,S.L. | Zaragoza | 80.00% | - | KPMG |
| Parque Eólico Montes de Castejón, S.L. | Zaragoza | 100.00% | - | Not audited |
| Muxia I e II * | Coruña | 80.00% | - | Not audited |
| NEO Energia Aragón SL | Madrid | 100.00% | - | KPMG |
| NEO Catalunya SL | Barcelona | 100.00% | - | KPMG |
| Neomai Inversiones SICAV, SA | Madrid | 100.00% | - | PwC |
| Parque Eólico Santa Quiteria, S.L. * Parque Eólico Belchite, SL * |
Huesca Zaragoza |
46.66% 80.00% |
- - |
KPMG KPMG |
| Parques Eólicos del Cantábrico, S.A. * | Oviedo | 80.00% | - | KPMG |
| Parque Eólico La Sotonera, SL * | Zaragoza | 51.88% | - | KPMG |
| Eolica de Radona SL * SL |
Madrid | 80.00% | - | Not audited |
| Rasacal Cogeneración S.A. * | Madrid | 48.00% | - | Not audited |
| Siesa Renovables Canarias, S.L. * | Gran Canaria | 80.00% | - | Not audited |
| Renovables Castilla La Mancha S.A. * | Albacete | 72.00% | - | KPMG |
| Hidroeléctrica del Rumblar S.L. * | Madrid | 64.00% | - | Not audited |
| Sierra Avila * | Madrid | 71.99% | - | KPMG |
| Sinae Inversiones Eólicas S.A. * | Madrid | 80.00% | - | KPMG |
| Sotromal, S.A. * | Soria | 72.00% | - | Not audited |
| Parc Eòlic de Torre Madrina, S.L. | Barcelona | 60.00% | - | Not audited |
| Tratamientos Medioambientales del Norte, S.A. * | Madrid | 64.00% | - | Not audited |
| Tratamientos Medioambientales Río Sotón, S.A. | Madrid | 80.00% | - | KPMG |
| Veinco Energia Limpia SL * | Zaragoza | 80.00% | - | Not audited |
| Bon Vent de Corbera, SL | Barcelona | 100.00% | - | Not audited |
| Bon Vent de Vilalba, SL | Barcelona | 100.00% | - | Not audited |
| Parc Eòlic de Vilalba dels Arcs, S.L. | Barcelona | 60.00% | - | Not audited |
| Electricity business France | ||||
| Parc Eolien D'Ardennes | Elbeuf | 100.00% | - | Not audited |
| C.E. Ayssenes-Le Truel | Paris | 100.00% | - | KPMG |
| Parc Eolien du Clos Bataille, SAS | Elbeuf | 100.00% | - | Cabinet Exco |
| C.E. Beaurevoir, SAS | Paris | 100.00% | - | KPMG |
| Eolienne des Bocages, SARL | Elbeuf | 100.00% | - | Not audited |
| C.E. Calanhel Lohuec, SAS | Paris | 100.00% | - | Not audited |
| Eolienne de Callengeville, SAS | Elbeuf | 100.00% | - | Cabinet Exco |
| CE Canet-Pont de Salars | Paris | 100.00% | - | KPMG |
| Parc Eolien des Longs Champs, SARL | Elbeuf | 100.00% | - | Not audited |
| Eole Service, SARL | Elbeuf | 100.00% | - | Not audited |
| Eole 76 Developpement, SARL | Elbeuf | 100.00% | - | Not audited |
| Eolienne D'Etalondes, SARL | Elbeuf | 100.00% | - | Not audited |
| Le Gollot SAS | Carhaix | 100.00% | - | Jean-Yves Morisset |
| CE Gueltas Noyal-Pontivy | Paris | 100.00% | - | KPMG |
| Parc Eolien de La Hetroye, SAS | Elbeuf | 100.00% | - | Cabinet Exco |
| Hollywell Investments Limited, SARL Keranfouler SAS |
Luxembourg Carhaix |
100.00% 100.00% |
- - |
Not audited Jean-Yves Morisset |
| SOCPE Le Mee SARL | Toulouse | 49.00% | - | KPMG |
| Parc Eolien Les Bles D'Or SARL | Toulouse | 100.00% | - | Not audited |
| C.E. Les Vielles, SAS | Paris | 100.00% | - | KPMG |
| Parc Eolien de Mancheville, SARL | Elbeuf | 100.00% | - | Not audited |
| Eole Futur Montloue 1, SAS | Elbeuf | 100.00% | - | Cabinet Exco |
| Neo Galia , SAS | Paris | 100.00% | - | KPMG |
| Head | % | % | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Indirect | Direct | Auditor |
| C.E. Patay, SAS | Paris | 100.00% | - | KPMG |
| Parc Eolien des Bocages, SARL | Elbeuf | 100.00% | - | Not audited |
| SOCPE Petite Piece SARL | Toulouse | 49.00% | - | KPMG |
| SOCPE Pieces de Vigne SARL | Toulouse | 100.00% | - | Not audited |
| Plouvien Breiz SAS | Carhaix | 100.00% | - | Jean-Yves Morisset |
| CE Pont d´Yeu, SAS | Paris | 100.00% | - | KPMG |
| PROUVILLE | Paris | 100.00% | - | KPMG |
| Rech. et Dével. Éoliennes | Paris | 100.00% | - | Not audited |
| Ridgeside Investments Limited, SARL | Luxembourg | 100.00% | - | Not audited |
| Parc Eolien de Roman, SARL | Elbeuf | 100.00% | - | Not audited |
| CE Saint Alban-Henansal | Paris | 100.00% | - | KPMG |
| C.E. Saint Barnabe, SAS | Paris | 100.00% | - | KPMG |
| SOCPE Saint Jacques SARL | Toulouse | 100.00% | - | Not audited |
| Eolienne de Saugueuse, SARL | Elbeuf | 100.00% | - | Not audited |
| SOCPE Sauvageons SARL | Toulouse | 49.00% | - | KPMG |
| C.E. Segur, SAS | Paris | 100.00% | - | KPMG |
| Truc L'homme | Paris | 100.00% | - | KPMG |
| Parc Eolien de Varimpre, SAS | Elbeuf | 100.00% | - | Cabinet Exco |
| Parc Eolien des Vatines, SAS | Elbeuf | 100.00% | - | Cabinet Exco |
| Electricity business Poland | ||||
| Chodow Wind Park SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| KIP Wind Park I SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| KIP Wind Park II SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| Neolica Polska SP Z.O.O. | Warsaw | 100.00% | - | Not audited |
| Relax Wind Park I SP.ZO.O. | Varsóvia | 93.29% | - | Not audited |
| Relax Wind Park II Sp. zoo | Warsaw | 51.00% | - | Not audited |
| Relax Wind Park III SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| Relax Wind Park IV Sp. zoo | Warsaw | 51.00% | - | Not audited |
| Relax Wind Park V SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| Relax Wind Park VI SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| SK Wind Park SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| Sokolowo Wind Park SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| Zulawy Wind Park I SP.ZO.O. | Varsóvia | 100.00% | - | Not audited |
| Electricity business Belgium | ||||
| Greenwind S.A. | Louvain-la-Neuve | 70.00% | - | Not audited |
| Electricity business Brazil | ||||
| EDP Renováveis Brasil, S.A. | São Paulo | 55.00% | 55.00% | Not audited |
| Electricity business Romania | ||||
| Cernavoda Power SRL | Bucharest | 85.00% | - | Not audited |
| Renovatio Power SRL | Bucharest | 85.00% | - | Not audited |
| Electricity business - Holland: | ||||
| Tarcan BV | Amsterdam | 100.00% | - | KPMG |
| Parent Company: | ||||
| Horizon Wind Energy LLC | Texas | 100.00% | 100.00% | KPMG |
| Electricity business USA | ||||
| Wind Turbine Prometheus, LP | California | 100.00% | - | KPMG |
| Dickinson County Wind Farm LLC | Minnesota | 100.00% | - | KPMG |
| Darlington Wind Farm, LLC | Minnesota | 100.00% | - | KPMG |
| Cloud County Wind Farm | Kansas | 100.00% | - | KPMG |
| Whitestone Wind Purchasing, LLC | Texas | 100.00% | - | KPMG |
| Blue Canyon Windpower II LLC | Oklahoma | 100.00% | - | KPMG |
| Blue Canyon Windpower V, LLC | Oklahoma | 100.00% | - | KPMG |
| Horizon Wind Energy International | Texas | 100.00% | - | KPMG |
| Pioneer Prairie Wind Farm I, LLC | Iowa | 100.00% | - | KPMG |
| Sagebrush Power Partners, LLC | Washington | 100.00% | - | KPMG |
| Telocaset Wind Power Partners, LLC | Oregon | 100.00% | - | KPMG |
| High Trail Wind Farm, LLC | Illionois | 100.00% | - | KPMG |
| Chocolate Bayou Windpower I, LP | Texas | 100.00% | - | KPMG |
| Marble River, LLC | New York | 100.00% | - | KPMG |
| Rail Splitter | Illionois | 100.00% | - | KPMG |
| Blackstone Wind Farm, LLC | Illionois | 100.00% | - | KPMG |
| Aroostook Wind Energy LLC | Maine | 100.00% | - | KPMG |
| Jericho Rise Wind Farm LLC | New York | 100.00% | - | KPMG |
| Head | % | % | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Indirect | Direct | Auditor |
| Madison Windpower LLC | New York | 100.00% | - | KPMG |
| Mesquite Wind, LLC | Texas | 100.00% | - | KPMG |
| Martinsdale Wind Farm LLC | Colorado | 100.00% | - | KPMG |
| Post Oak Wind, LLC | Texas | 100.00% | - | KPMG |
| BC Maple Ridge Wind LLC | Texas | 100.00% | - | KPMG |
| High Prairie Wind Farm II, LLC | Minnesota | 100.00% | - | KPMG |
| Arlington Wind Power Project LLC | Oregon | 100.00% | - | KPMG |
| Signal Hill Wind Power Project LLC | Colorado | 100.00% | - | KPMG |
| Tumbleweed Wind Power Project LLC | Colorado | 100.00% | - | KPMG |
| Old Trail Wind Farm, LLC | Illionois | 100.00% | - | KPMG |
| Viento Grande Wind Power Project LLC | Colorado | 100.00% | - | KPMG |
| OPQ Property LLC | Illionois | 100.00% | - | KPMG |
| Meadow Lake Wind Farm, LLC | Indiana | 100.00% | - | KPMG |
| Wheatfield Wind Power Project, LLC | Oregon | 100.00% | - | KPMG |
| 007 Vento I LLC | Texas | 100.00% | - | KPMG |
| 007 Vento II | Texas | 100.00% | - | KPMG |
| 008 Vento III | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures I LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures II, LLC | Texas | 100.00% | - | KPMG |
| Horizon Wind Ventures III, LLC | Texas | 100.00% | - | KPMG |
| Clinton County Wind Farm, LLC | New York | 100.00% | - | KPMG |
| Electricity business USA (a) | ||||
| BC2 Maple Ridge Holdings LLC | Texas | 100.00% | - | Not audited |
| Cloud West Wind Project, LLC | Texas | 100.00% | - | Not audited |
| Five-Spot, LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Chocolate Bayou I LLC | Texas | 100.00% | - | Not audited |
| Alabama Ledge Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Antelope Ridge Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Arkwright Summit Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Ashford Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Athena-Weston Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Black Prairie Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Blackstone Wind Farm II LLC | Texas | 100.00% | - | Not audited |
| Blackstone Wind Farm III LLC | Texas | 100.00% | - | Not audited |
| Blackstone Wind Farm IV LLC IV |
Texas | 100.00% | - | Not audited |
| Blackstone Wind Farm V LLC | Texas | 100.00% | - | Not audited |
| Blue Canyon Windpower III LLC | Texas | 100.00% | - | Not audited |
| Blue Canyon Windpower IV LLC | Texas | 100.00% | - | Not audited |
| Blue Canyon Windpower VI LLC | Texas | 100.00% | - | Not audited |
| Broadlands Wind Farm II LLC | Texas | 100.00% | - | Not audited |
| Broadlands Wind Farm III LLC | Texas | 100.00% | - | Not audited |
| Broadlands Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Chateaugay River Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Cropsey Ridge Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Crossing Trails Wind, Power Project LLC | Texas | 100.00% | - | Not audited |
| Dairy Hills Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Diamond Power Partners LLC | Texas | 100.00% | - | Not audited |
| East Clickitat Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Ford Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Freeport Windpower I, LP | Texas | 100.00% | - | Not audited |
| Gulf Coast Windpower Management Company, LLC | Texas | 100.00% | - | Not audited |
| Homestead Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest VII LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest X LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest XI LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Panhandle I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest II LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest III LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Southwest IV LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Valley I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind MREC Iowa Partners LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind, Freeport Windpower I LLC | Texas | 100.00% | - | Not audited |
| Juniper Wind Power Partners, LLC | Texas | 100.00% | - | Not audited |
| Lexington Chenoa Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Machias Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Meadow Lake Wind Farm II LLC | Texas | 100.00% | - | Not audited |
| New Trail Wind Farm LLC | Texas | 100.00% | - | Not audited |
| North Slope Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Number Nine Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Pacific Southwest Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Pioneer Prairie Wind Farm II LLC | Texas | 100.00% | - | Not audited |
| Rim Rock Power Partners LLC | Texas | 100.00% | - | Not audited |
| Saddleback Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Sardinia Windpower LLC | Texas | 100.00% | - | Not audited |
| Turtle Creek Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Western Trail Wind Project I LLC | Texas | 100.00% | - | Not audited |
| Head | % | % | ||
|---|---|---|---|---|
| Subsidiaries Companies | Office | Indirect | Direct | Auditor |
| Whistling Wind WI Energy Center, LLC | Texas | 100.00% | - | Not audited |
| Simpson Ridge Wind Farm LLC | Texas | 100.00% | - | Not audited |
| Coos Curry Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Midwest IX LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest I LLC | Texas | 100.00% | - | Not audited |
| Horizon Wind Energy Northwest XV LLC | Texas | 100.00% | - | Not audited |
| Peterson Power Partners LLC | Texas | 100.00% | - | Not audited |
| Pioneer Prairie Interconnection LLC | Texas | 100.00% | - | Not audited |
| The Nook Wind Power Project LLC | Texas | 100.00% | - | Not audited |
| Tug Hill Windpower LLC | Texas | 100.00% | - | Not audited |
| Whiskey Ridge Power Partners LLC | Texas | 100.00% | - | Not audited |
| Wilson Creek Power Partners LLC | Texas | 100.00% | - | Not audited |
| WTP Management Company LLC | Texas | 100.00% | - | Not audited |
The Associated Companies included in the consolidation under the equity method as at 31 December 2008, are as follows:
| Head | % | % | ||
|---|---|---|---|---|
| Associates | Office | Indirect | Direct | Auditor |
| Biomasas del Pirineo S.A. | Huesca | 24.00% | - | Not audited |
| Cultivos Energéticos de Castilla S.A. | Burgos | 24.00% | - | Not audited |
| D.E. de Canarias, S.A. | Gran Canaria | 35.80% | - | KPMG |
| Hidroastur S.A. | Oviedo | 20.00% | - | Centium |
| Naturneo Energía, S.L. | Bilbau | 49.01% | - | Not audited |
| PARQUE Eólico Belmonte, S.A. | Asturias | 23.92% | - | KPMG |
| Parque Eólico Sierra del Madero S.A. | Soria | 33.60% | - | Ernst & Young |
| Parque Eólico Altos del Voltoya, S.A. | Madrid | 24.80% | - | KPMG |
| Sodecoan, S.L. | Sevilla | 40.00% | - | Not audited |
| Solar Siglo XXI, S.A. | Ciudad Real | 20.00% | - | Not audited |
| Eneop - Éolicas de Portugal, S.A. | Lisboa | 19.60% | - | Mazars |
The main financial indicators of the jointly controlled companies included in the consolidation under the proportionate consolidation method as at 31 December 2008, are as follows:
| J ointly C ontrolled C ompanies E lectricity business |
Head Office |
S hare C apital / Currency E UR |
Non Current Assets 31 -Dec-09 E uro'000 uro 000 |
Current Assets 31 -Dec-09 E uro'000 uro 000 |
Non Current L iabilities 31 -Dec-09 E uro'000 uro 000 |
Current L iabilities E uro'000 uro 000 |
T otal E quity 31 -Dec-09 31 -Dec-09 31 -Dec-09 31 -Dec-09 31 -Dec-09 Indirect E uro'000 uro 000 |
T otal Incomes E uro'000 uro 000 |
T otal Costs E uro'000 uro 000 |
Net R esults E uro'000 uro 000 |
% | % Direct |
Auditor | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| F lat R ock W indpower L L C F lat R ock W indpower II L L C |
New Y ork New Y ork |
377 581 US D 1 49,060 US D |
-1 2,354 -5,080 |
4,431 1 ,1 76 |
1 ,003 370 |
21 2 88 |
-9,1 37 -4,362 |
1 5,642 5,407 |
-1 3,257 -4,008 |
2,385 50.00% 1 ,399 50.00% |
50.00% E &Y 50.00% E &Y |
|||
| C ompañía E ólica Aragonesa, S .A. | Zaragosa | 6,701 E UR | 1 09,753 | 1 6,231 | 51 ,1 84 | 1 5,073 | 59,728 | 20,579 | -1 4,574 | 6,005 50.00% | 50.00% Deloitte | |||
| Desarrollos E nergeticos C anarios S .A. |
L as P almas | 1 5 E UR | -8 | 4 | 0 | 9 | -1 3 | 0 | 0 | 0 39.92% | 49.90% K P MG | |||
| E volución 2000, S .L . | Albacete | 1 1 8 E UR | 23,989 | 5,692 | 22,566 | 5,392 | 1 ,723 | 6,61 9 | -4,81 1 | 1 ,808 39.32% | 49.1 5% K P MG | |||
| Horta Medioambiente, S .A. | Madrid | 60 E UR | -30 | 0 | 0 | 56 | -86 | 0 | 0 | 0 40.00% | 50.00% Not audited | |||
| Ibersol E S olar Ibér | Madrid | 65 E UR | 1 ,035 | 28 | 50 | 1 ,01 3 | 0 | 0 | 0 | 0 40.00% | 50.00% K P MG | |||
| Murciasol-1 S olar T érmica, S .L . | Madrid | 3 E UR | 74 | 25 | 0 | 99 | 0 | 0 | 0 | 0 40.00% | 50.00% K P MG | |||
| T ebar E ólica, S .A. | C uenca | 4,720 E UR | 1 6,532 | 5,369 | 1 6,1 76 | 3,049 | 2,676 | 6,082 | -4,253 | 1 ,829 40.00% | 50.00% Abante Audit Auditores |
* These companies have been consolidated considering that EDP Renováveis, through its subsidiary NEO, hold 100% of Genesa share capital, taking in consideration the put option over Caja Madrid (as described in note 36).
(Thousands of Euros)
| WIN | D EN ERG Y O PERA |
TION S |
|||||||
|---|---|---|---|---|---|---|---|---|---|
| EUR OPE |
|||||||||
| l Port uga |
Spa in |
of Euro Rest pe |
Oth ers |
Adju stm ents |
l Tota |
U. S . A. |
Oth nd er a Adju stm ents |
EDP Ren ová veis Gro up |
|
| Reve nue |
123, 336 |
260 ,534 |
38,3 55 |
6,64 5 |
12,5 67 |
441, 437 |
204 ,649 |
2,15 6 |
648 ,242 |
| al c Ex tern usto mer s ther O ratin nts |
123, 336 |
258 ,590 4 |
38,3 55 |
287 8 |
19,2 70 03 |
439 ,838 9 |
204 ,649 |
2,28 6 -130 |
646 ,773 9 |
| ope g se gme Cos t of ed e lectr icity con sum |
- -23 6 |
1,94 -10 |
- - |
6,35 - |
-6,7 - |
1,59 -24 6 |
- -1,19 8 |
-78 | 1,46 22 -1,5 |
| Cha nd c of ra ials and s in inve ntor ies a ost ater w m |
|||||||||
| nge able ed con sum s us |
19 | -6,4 93 |
745 | -18 | 943 | -4,8 04 |
- | 91 | -4,7 13 |
| 123, 119 |
254 ,031 |
39,1 00 |
6,62 7 |
13,5 10 |
436 ,387 |
203 ,451 |
2,16 9 |
642 ,007 |
|
| Oth ting inc / (e s) er o pera ome xpe nse |
|||||||||
| her Ot ratin g in ope com e |
2,63 2 |
6,38 5 |
756 | 1,02 6 |
-94 6 |
9,85 3 |
115, 318 |
60 | 125, 231 |
| ppli nd s Su ervi es a ces |
-17, 633 |
-41, 295 |
-7,5 73 |
-8,8 46 |
6,64 8 |
-68, 699 |
-65, 418 |
-14, 187 |
-148 ,304 |
| nel Pe cost rson s |
-2,2 32 |
-7,0 29 |
-1,5 49 |
-3,8 55 |
- | -14, 665 |
-19, 641 |
-7,6 08 |
-41, 914 |
| ploy ee b fits e Em ene xpe nse s |
968 | -21 | -1 | -133 | - | 813 | -1,3 46 |
-100 | -633 |
| Ot her ratin ope g ex pen ses |
-5,2 04 |
-6,3 34 |
-3,7 61 |
-84 | 61 | -15, 322 |
-17, 926 |
-590 | -33, 838 |
| -21, 469 |
-48, 294 |
-12, 128 |
-11,8 92 |
5,76 3 |
-88, 020 |
10,9 87 |
-22, 425 |
-99, 458 |
|
| 101, 650 |
205 ,737 |
26,9 72 |
-5,2 65 |
19,2 73 |
348 ,367 |
214, 438 |
-20, 256 |
542 ,549 |
|
| Pr ovis ions |
170 | 12 | - | - | - | 182 | - | 1 | 183 |
| d am De iatio ortis atio prec n an n ex pen se Am ortis atio n of def d in e / G ent nts erre com ove rnm gra |
-31, 151 658 |
-106 ,745 154 |
-14, 809 - |
-1,3 87 1 |
- - |
-154 ,092 813 |
-158 ,982 1,58 9 |
-1,2 76 1 |
-314 ,350 2,40 3 |
| from the sal e of fina l ass Gai ns / ncia ets |
71,3 27 |
99,1 58 268 |
12,1 63 |
-6,6 51 |
19,2 73 |
195, 270 268 |
57,0 45 |
-21, 530 |
230 ,785 268 |
| (los ses) Oth er fi cial inco |
- | -44 | - 70 |
- 56 |
- 200 |
82 | - 8 |
- 4 |
44 |
| nan me Inte rest inc |
- 2,84 6 |
4,92 3 |
10,3 54 |
10,2 130, 161 |
-10, -130 ,145 |
10,3 7,83 9 |
6,21 692 |
2,14 8,44 2 |
18,7 16,9 73 |
| ome Oth er fi cial nan ens es |
-32 | -5,6 31 |
-4,5 24 |
-273 | -8,6 55 |
-19, 115 |
-59, 590 |
-39 2 |
-79, 097 |
| exp Inte rest ens e |
-25, 711 |
-68, 351 |
-17,3 70 |
-185 ,737 |
130, 180 |
-166 ,989 |
2,47 7 |
135, 458 |
-29, 054 |
| exp Sha f pro fit o f as iate re o soc s |
421 | 3,78 8 |
- | - | - | 4,20 9 |
-287 | - | 3,92 2 |
| rofit bef P tax ore |
48,8 51 |
34,1 11 |
693 | -52, 244 |
453 | 31,8 64 |
6,55 5 |
124, 122 |
162, 541 |
| Inco tax me exp ens e |
-9,9 85 |
-7,8 04 |
-833 | 11,2 98 |
- | -7,3 24 |
- | -37, 430 |
-44, 754 |
| Prof it (lo ss) f or th riod e pe |
38,8 66 |
26,3 07 |
-140 | -40, 946 |
453 | 24,5 40 |
6,55 5 |
86,6 92 |
117,7 87 |
| Attr ibut able to: Equ ity h olde f ED P Re áve is rs o nov |
37,4 99 |
19,9 31 |
-319 | -36, 545 |
453 | 21,0 19 |
6,55 5 |
86,7 75 |
114, 349 |
| Min ority inte rest |
1,36 7 |
6,37 6 |
179 | -4,4 01 |
- | 3,52 1 |
- | -83 | 3,43 8 |
| Prof it (lo ss) f or th riod e pe |
38,8 66 |
26,3 07 |
-140 | -40, 946 |
453 | 24,5 40 |
6,55 5 |
86,6 92 |
117,7 87 |
| Ass ets , pla nd e Prop erty nt a quip t men |
574 ,592 |
3,08 1,90 0 |
877 ,979 |
55,8 10 |
- | 4,59 0,28 1 |
3,97 8,84 5 |
65,8 85 |
8,63 5,01 1 |
| ngib le a d G ood will Inta sset s an |
43,9 20 |
107, 048 |
49,5 50 |
75 | 571, 751 |
772 ,344 |
549 ,122 |
14,2 30 |
1,33 5,69 6 |
| Inve stm ents in a iate ssoc s |
- | 20,2 38 |
- | -23, 835 |
49,5 21 |
45,9 24 |
1,68 6 |
-1 | 47,6 09 |
| Cur rent ets ass |
159, 152 |
442 ,570 |
57,2 73 |
792 ,842 |
-83 9,57 0 |
612, 267 |
208 ,581 |
284 ,508 |
1,10 5,35 6 |
| Equ ity a nd L iabi lities nd M |
|||||||||
| Equ ity a inor ity In tere st Liab ilitie Cur rent s |
81,5 82 99,8 65 |
864 ,882 953 ,159 |
190, 378 259 ,080 |
6,07 9 379 ,776 |
-697 ,366 -545 ,615 |
445 ,555 1,14 6,26 5 |
2,85 8,68 1 274 ,160 |
2,02 3,31 9 -174 ,915 |
5,32 7,55 5 1,24 5,51 0 |
| Oth form er in atio n: |
|||||||||
| Incr e of the iod eas per |
|||||||||
| Pr plan d eq uipm rty, t an ent ope |
105, 400 |
535 ,294 |
381, 463 |
19,9 73 |
- | 1,04 2,13 0 |
828 ,519 |
24,5 38 |
1,89 5,18 7 |
| ible and odw ill In tang ets Go ass |
- | 36,7 17 |
1,10 6 |
24 | - | 37,8 47 |
- | 1,25 1 |
39,0 98 |
The following notes form an integral part of these Consolidated Annual Accounts
(Thousands of Euros)
| WIN D EN ERG Y O PERA TION S |
|||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| EUR OPE |
|||||||||||
| l Port uga |
Spa in |
of Euro Rest pe |
Oth ers |
Adju stm ents |
l Tota |
U. S . A. |
Oth nd er a Adju stm ents |
EDP Ren ová veis Gro up |
|||
| Reve nue |
97,1 08 |
281, 277 |
18,7 66 |
5,29 0 |
-1,8 26 |
400 ,615 |
131, 814 |
- | 532 ,429 |
||
| al c Ex tern usto mer s |
97,1 08 |
274 ,731 |
18,7 66 |
124 | 3,72 2 |
394 ,451 |
131, 814 |
- | 526 ,265 |
||
| ther O ratin nts ope g se gme |
- | 6,54 6 |
- | 5,16 6 |
-5,5 48 |
6,16 4 |
- | - | 6,16 4 |
||
| t of ed e lectr Cos icity con sum |
-22 2 |
-265 | - | - | - | -487 | -50 6 |
- | -993 | ||
| Cha nd c of ra ials and s in inve ntor ies a ost ater nge w m able ed |
|||||||||||
| con sum s us |
43 | -10, 652 |
-1,5 63 |
-5 | 926 | -11,2 51 |
- | - | -11,2 51 |
||
| 96,9 29 |
270 ,360 |
17,2 03 |
5,28 5 |
-900 | 388 ,877 |
131, 308 |
- | 520 ,185 |
|||
| Oth ting inc / (e s) er o pera ome xpe nse |
|||||||||||
| her Ot ratin g in ope com e |
864 | 2,67 3 |
801 | 1,33 0 |
-85 | 5,58 3 |
84,6 01 |
-660 | 89,5 24 |
||
| ppli nd s Su ervi es a ces |
-11,4 37 |
-32, 935 |
-4,3 68 |
-11,6 70 |
4,63 3 |
-55, 777 |
-45, 381 |
-5,7 89 |
-106 ,947 |
||
| nel Pe cost rson s |
-3,7 96 |
-9,3 38 |
-63 9 |
-4,7 59 |
- | -18, 532 |
-17,0 98 |
-1,3 81 |
-37, 011 |
||
| ploy ee b fits e Em ene xpe nse s Ot her ratin |
-11 82 |
-22 63 |
- 03 |
-129 -43 |
- 74 |
-162 217 |
-92 8 034 |
- 467 |
-1,0 90 784 |
||
| ope g ex pen ses |
-6,0 | -4,7 | -2,4 | -13, | -14, | -26, | |||||
| -20, 462 |
-44, 385 |
-6,6 09 |
-15, 271 |
4,62 2 |
-82, 105 |
7,16 0 |
-7,3 63 |
-82, 308 |
|||
| 76,4 67 |
225 ,975 |
10,5 94 |
-9,9 86 |
3,72 2 |
306 ,772 |
138, 468 |
-7,3 63 |
437 ,877 |
|||
| Pr ovis ions d am De iatio ortis atio n an n ex se |
166 -25, 940 |
641 -85, 963 |
- -7,8 17 |
- -35 8 |
- - |
807 -120 ,078 |
-1 -87, 686 |
- - |
806 -207 ,764 |
||
| prec pen Am ortis atio n of def d in e / G ent nts erre com ove rnm gra |
540 | 155 | - | 1 | - | 696 | - | - | 696 | ||
| 51,2 33 |
140, 808 |
2,77 7 |
-10, 343 |
3,72 2 |
188, 197 |
50,7 81 |
-7,3 63 |
231, 615 |
|||
| (los from the sal e of fina l ass Gai ns / ses) ncia ets |
- | 2,36 3 |
- | - | - | 2,36 3 |
- | - | 2,36 3 |
||
| Oth er fi cial inco nan me |
- | 1,47 5 |
299 | 39 | - | 1,81 3 |
1,31 7 |
222 ,522 |
225 ,652 |
||
| Inte rest inc ome |
1,15 1 |
8,03 6 |
212 | 77,5 74 |
-79, 750 |
7,22 3 |
1,87 2 |
36,1 54 |
45,2 49 |
||
| Oth er fi cial nan exp ens es |
-50 | -815 | -1,15 8 |
-813 | 59 | -2,7 77 |
-56, 568 |
-221 ,966 |
-281 ,311 |
||
| Inte rest exp ens e |
-21, 757 |
-68, 029 |
-10, 392 |
-122 ,505 |
67,5 42 |
,141 -155 |
10,9 74 |
77,3 58 |
-66, 809 |
||
| Sha f pro fit o f as iate re o soc s |
-74 | 4,42 3 |
- | 95 | - | 4,44 4 |
-6 | - | 4,43 8 |
||
| rofit bef P tax ore |
30,5 03 |
88,2 61 |
-8,2 62 |
-55, 953 |
-8,4 27 |
46,1 22 |
8,37 0 |
106, 705 |
161, 197 |
||
| Inco tax me exp ens e |
-8,0 38 |
-27, 996 |
-378 | 19,1 30 |
290 | -16, 992 |
- | -31, 987 |
-48, 979 |
||
| Prof it (lo ss) f or th riod e pe |
22,4 65 |
60,2 65 |
-8,6 40 |
-36, 823 |
-8,1 37 |
29,1 30 |
8,37 0 |
74,7 18 |
112, 218 |
||
| Attr ibut able to: |
|||||||||||
| Equ ity h olde f ED P Re áve is rs o nov |
22,4 69 |
45,5 24 |
-8,2 50 |
-26, 717 |
-8,1 37 |
24,8 89 |
8,37 0 |
71,10 5 |
104, 364 |
||
| Min ority inte rest |
-4 | 14,7 41 |
-390 | -10, 106 |
- | 4,24 1 |
- | 3,61 3 |
7,85 4 |
||
| Prof it (lo ss) f or th riod e pe |
22,4 65 |
60,2 65 |
-8,6 40 |
-36, 823 |
-8,1 37 |
29,1 30 |
8,37 0 |
74,7 18 |
112, 218 |
||
| Ass ets |
|||||||||||
| , pla nd e Prop erty nt a quip t men |
497 ,926 |
2,60 7,31 6 |
483 ,192 |
74,9 35 |
- | 3,66 3,36 9 |
3,47 8,07 7 |
359 | 7,14 1,80 5 |
||
| ngib le a d G ood will Inta sset s an |
49,2 24 |
110, 014 |
-4,2 82 |
77 | 590 ,857 |
745 ,890 |
569 ,513 |
12,7 23 |
1,32 8,12 6 |
||
| Inve stm ents in a iate ssoc s |
- | 16,6 59 |
- | 12 | 22,0 80 |
38,7 51 |
2,03 1 |
- | 40,7 82 |
||
| Cur rent ets ass |
58,2 09 |
385 ,771 |
49,3 28 |
410, 809 |
-430 ,602 |
473 ,515 |
126, 338 |
132, 467 |
732 ,320 |
||
| Equ ity a nd L iabi lities |
|||||||||||
| nd M Equ ity a inor ity In tere st |
52,5 60 |
844 ,480 |
133, 785 |
34,5 34 |
-647 ,618 |
417, 741 |
2,78 6,53 2 |
1,99 4,60 0 |
5,19 8,87 3 |
||
| Liab ilitie Cur rent s |
58,2 08 |
652 ,185 |
99,3 51 |
281, 617 |
-297 ,890 |
793 ,471 |
175, 002 |
-187 ,713 |
780 ,760 |
||
| Oth form er in atio n: |
|||||||||||
| Incr e of the iod eas per |
|||||||||||
| Pr plan d eq uipm rty, t an ent ope |
81,9 50 |
713, 174 |
205 ,248 |
8,92 1 |
- | 1,00 9,29 3 |
1,21 2,60 3 |
374 | 2,22 2,27 0 |
||
| ible and odw In tang ets Go ill ass |
40 | 31,3 58 |
99,1 51 |
- | - | 130, 549 |
- | - | 130, 549 |
The following notes form an integral part of these Consolidated Annual Accounts


EDP Renováveis Group
December 2009

| 0. | EDP RENOVÁVEIS ORGANIZATION CHART 4 |
|---|---|
| 1. | MAIN EVENTS OF THE PERIOD 5 |
| 2. | PERFORMANCE OF 2009 10 |
| 3. | REGULATORY ENVIRONMENT 15 |
| 4. | KEY RISKS AND UNCERTAINTIES 24 |
| 5. | FINANCIAL HEDGING DERIVATIVE INSTRUMENTS 32 |
| 6. | TREASURY STOCK (OWN SHARES) 34 |
| 7. | ENVIRONMENT 34 |
| 8. | HUMAN CAPITAL 43 |
| 9. | RESEARCH AND DEVELOPMENT (R&D)49 |
| 10. | RELEVANT EVENTS AFTER CLOSING OF THE PERIOD 49 |
| 11. | CORPORATE GOVERNANCE OVERVIEW 51 |
This report has been prepared by EDP Renováveis, S.A. (the "Company") to support the presentation of 2009 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.
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 cannot 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 2009 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.

1 Non-exhaustive Organization Chart, illustrating key business companies rather than a comprehensive list of legal entities. For simplification purposes, country holdings are shown representing individual wind farm entities.
2 Subsequent event (transaction closed on January 27th, 2010)
EDP Renováveis, fully commissioned in December of 2008 the 201 MW Meridian Way Wind Farm, located in Kansas, the 102.9 MW Rattlesnake Road Wind Farm located in Oregon, and the first phase (201.3 MW) of the Pionner Prairie Wind Farm, located in Iowa.
EDP Renováveis installed 1,413 MW in 2008 and accomplished its target for the year. Electricity output reached 7,807 GWh, more 78% than in 2007. Load factor in Europe was 26% and in the US 34%.
EDPR entered into a 20-year Power Purchase Agreement with the Public Service Company of Oklahoma, for the renewable wind energy produced by the 99 MW wind farm of the Blue Canyon V.
The President of the US has signed today the American Recovery and Reinvestment Act of 2009, which includes a number of energy-related tax and policy provisions to benefit the development of wind energy generation in the country: Three year extension of the Production Tax Credit (PTC); Option to elect a 30% Investment Tax Credit (ITC) in lieu of the PTC; and, a cash grant provided by the Secretary of Treasury in lieu of the ITC.
Gross Profit reached €581 million (+82% YoY) and EBITDA €438 million (+91% YoY), with an EBITDA margin of 75.3%. Net income increased more than 25 times to €104 million.
EDP Renováveis Brasil has signed an agreement with innoVent, for the acquisition of the total share capital of its subsidiary Elebrás Projects.
EDP Renováveis has contracted for a total of 76 wind generators for wind energy projects in Romania. The wind generators will be installed from late 2009 and throughout 2010.
Capacity increased by 113 MW and electricity output reached 2,837 GWh, more 40% than in 1st quarter of 2008. Load factor in Europe was 28% and in the US 40%.


Gross Profit amounted to €198.1 million in the quarter (+27% YoY), EBITDA totalled €154.4 million (+23% YoY), reaching an EBITDA margin of 77.9%. Net income was €49.8 million (+87% YoY).
Horizon Wind Energy has entered into a 15-year Power Purchase Agreement with AmerenUE to sell renewable wind energy from the 102.3 MW second phase of its Pioneer Prairie Wind Farm,which has a total installed capacity of 300 MW already in operation.
Capacity increased 249 MW (35 MW in Europe, 200 MW in US, being the remaining 14 MW installed in Brazil) and electricity output totalled 5,253 GWh, meaning a 33% increase comparing with the 1st half of 2008. Load factor in Europe was 23% and in the US 32%.
Gross Profit was €355.9 million (+24% YoY) and EBITDA €270.8 million (+19% YoY), with an EBITDA margin of 76.1%. Net income reached €65.6 million, having increased 32% YoY.
Horizon Wind Energy has closed \$101.9 million of institutional equity financing from JPM Capital Corporation in exchange for an economic interest in its 100.5 MW Rail Splitter project in Illinois.
The US Department of Treasury approved the cash grant in the amount of \$48 million, applicable to the Wheat Field wind farm with an installed capacity of 97MW.
Capacity increased by 525 MW (139 MW in Europe and 372 MW in the US) and electricity output reached 7,295 MW, more 36% than in 9M2008. Load factor was 21% both in Europe and in the US.
EDP Renováveis put into operation one of the largest wind farms in Poland, with an installed capacity of 120 MW. Investment figures amount to €166 million.
The Government of Asturias provisionally awarded 246 MW to EDP Renováveis, corresponding to circa 36% of the total capacity to be attributed in this tender.
Gross Profit reached €495.5 million (+23% YoY) and EBITDA €368.5 million (+20% YoY) with an EBITDA margin of 70.1%. Net income grew 19% YoY to €70.1 million.
Horizon Energy has signed two institutional partnership structures with GE Energy Financial Services in the amount of \$228 million. This deal refers to a sale in a stake at Vento III portfolio and to a partnership structure at the Blue Canyon V wind farm.
Out of the total 6,389 MW of wind power capacity assigned by the Spanish Government, EDP Renováveis obtained 840 gross MW, corresponding to 31 wind farms and to 13% of the total allocated capacity.
EDPR by choosing, for each wind farm, the best tax credit monetization instrument available, for its 2009 projects, raised \$525 million of which: i) \$216 million through cash grants in lieu of PTC, related to 398 MW; ii) \$192 million through institutional partnership structures incorporating the MACRS and the cash grant in lieu of PTC, related to 202 MW; and iii) \$117 million through institutional partnership structures incorporating the MACRS and the PTC, related to 99 MW.
During 2009, EDPR added 1.175 MW of gross installed capacity, of which 700 MW in North America, 461 MW in Europe and 14 MW in Brazil. In terms of total output, EDPR recorded a significant growth in electricity generation, with 10,9 TWh generated in 2009 (40% or 1.4 times increase vs. 2008), mainly a result of increased installed capacity.
On top of the 1.175 MW of new installed capacity, EDPR ended 2009 with 739 MW under construction (of which 640 MW in Europe and 99 MW in North America), providing confidence and credibility on the organization's ability to achieve the 1,2 GW added capacity target for 2009.
By the end of December 2009, EDPR had 6.2 GW of gross installed capacity whereas, 3.4 GW are located in Europe, (Spain, Portugal, France, Belgium and Poland) and 2.9 GW in the United States of America.
| Installed Capacity (Gross MW) | 2009 | 2008 | ∆ MW |
|---|---|---|---|
| Spain | 2,278 | 2,109 | +169 |
| Portugal | 680 | 553 | +127 |
| Rest of Europe | 397 | 232 | +165 |
| France | 220 | 185 | +35 |
| Belgium | 57 | 47 | +10 |
| Poland | 120 | 0 | +120 |
| Europe | 3,355 | 2,894 | +461 |
| US | 2,859 | 2,158 | +700 |
| Brazil | 14 | +14 | |
| Total | 6,227 | 5,052 | +1,175 |
1 Prepared according to IFRS accounting standards. EDPR consolidated accounts are considered for the purpose of this Management Report. EDPR S.A. individual accounts are therefore reflected as part of consolidation and by itself in isolation do not contain substantial additional information considered of relevance.
Total Balance Sheet assets reached by the end of the year €11,294 million with c. 20% increase (or €1,897 million) when compared to prior year (2008). Of this, €8,635 million relate to net Fixed Assets (PPE) which year-on-year increased by €1,582 million.
Total equity amounted to €5,328 million by 2009, driven by the €103 million increase in Reserves and leading to a solid Equity / Total Assets ratio in excess of 47%. Total Liabilities summed by the end of 2009 to €5,967 million, with an increase of c. 42% (or €1,760 million) used to fuel growth of fixed assets.
Total Revenues reached €648 million and Gross Margin2 to €725 million driven by higher installed capacity and represented a 25% growth comparing to 2008. 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. 2.0 TWh of output and therefore reducing its exposure to the variability of the Spanish pool price. This hedging coverage had a positive impact of €19 million in 2009 revenues, or c. €5.9 / MWh of electricity hedged.
Focus on operational efficiency, with Total Operating Costs3 amounting to (€182) million, lead to an EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization) of €543 million and a sound EBITDA Margin (EBITDA / Gross Margin) of 75%.
Provisions and net Depreciation & Amortization in 2009 were of (€312) million and net Financial Results of (€72) million, benefiting from lower net interest expenses than in 2008, resulting in a Profit before Taxes of €163 million and a Income Tax Expense of €45 million.
Net Income totalled €118 million, of which €3 million belong to minority interest and €114 million is attributable to EDPR equity holders. This compares 1.1x favourably with the €104 million of Net Income attributable to EDPR equity holders in 2008.
EDPR 2009 production totalled 10.9 TWh, which represents a +40% growth (+51% for US operations) when compared to 2008 electricity output. This year EDPR reached once again load factors above market average, underlining the quality of its wind farms.
Nevertheless, load factors were slightly lower than in 2008, particularly given the volatility of the wind resource during the second quarter. In Europe the load factor reached 26% 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 Spanish market.
2 Defined as Revenues of €648 million + Revenues from Tax Equity Partners of €83 million – Cost of Used Goods of €6 million = €725 million
| Electricity Generated (GWh) | Load Factors (%) | |||
|---|---|---|---|---|
| Region | 2009 | ∆ 09/08 | 2009 | 2008 |
| Europe | 4,975 | +28% | 26% | 26% |
| US | 5,905 | +51% | 32% | 34% |
| Brazil | 26 | - | 22% | - |
| Total Generation | 10,907 | +40% | 29% | 30% |
Throughout 2009, EDPR invested about €1,846 million as capital expenditures (excluding M&A and financial investments) and mainly used EDP shareholder loans to fund growth, reaching a Net Debt of approx. €2.1 billion by the end of December 2009.
The table below summarizes 2009-200 capital investment plan:
| Capex (€ m) | 2009 | 2008 |
|---|---|---|
| Spain | 561 | 684 |
| Portugal | 102 | 85 |
| RoE & other | 351 | 123 |
| Europe | 1,014 | 893 |
| USA | 826 | 1,198 |
| Other | 6 | - |
| Total Capex | 1,846 | 2,091 |
By the end of December 2009 and 2008, Net Debt was as follows:
| Net Debt (€ m) | 2009 | 2008 |
|---|---|---|
| External Debt | 2,673 | 1,462 |
| Loans to Related Companies |
(59) | (128) |
| Cash & Equivalents |
(481) | (266) |
| Net Debt | 2,134 | 1,069 |
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 current favourable renewable energy market conditions will continue to drive further support for and 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 and new opportunities within the markets we currently operate within. This strategy provides 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 gross installed capacity through the successful development of Greenfield and pipeline acquisition. 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 platforms to foster growth and diversify the existing portfolio.
For that, by the end of 2009, EDPR has crafted a robust, visible and geographically diverse pipeline of nearly 30.3 GW worldwide (varying from projects in a variety of European countries, several US states, and various regions in Brazil).
| Under | Pipeline | ||||||
|---|---|---|---|---|---|---|---|
| Gross MW | Constr. | Tier 1 | Tier 2 | Tier 3 | Total | Prospects | Total |
| Spain | 308 | 320 | 485 | 1.822 | 2.626 | 2.341 | 5.275 |
| Portugal | 53 | 344 | 18 | 9 | 371 | 200 | 624 |
| Rest of Europe |
280 | 106 | 526 | 792 | 1.424 | 1.855 | 3.558 |
| - France | 39 | 49 | 70 | 294 | 412 | 726 | 1.177 |
| - Belgium | 13 | - | - | 37 | 37 | 25 | 74 |
| - Poland | - | - | 456 | 406 | 862 | 604 | 1.466 |
| - Romania | 228 | 57 | - | 56 | 113 | 500 | 841 |
| Europe | 640 | 769 | 1.029 | 2.623 | 4.420 | 4.396 | 9.456 |
| US | 99 | 748 | 5.634 | 8.710 | 15.092 | 4.154 | 19.345 |
| Brazil | - | 70 | 234 | 336 | 640 | 869 | 1.509 |
| Total | 739 | 1.587 | 6.897 | 11.669 | 20.152 | 9.419 | 30.310 |
This aggressive medium term targets will reinforce EDPR's position as a leading player in the renewable industry and underlines management's commitment to create shareholder value.
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 growth targets.

In recent years, global attention has been increasingly focused on climate change and its effect on world populations, economies and, consequently, strategies for generating energy from renewable sources.
At a global level, an important milestone was reached in December 11th, 1997 when a majority of countries that are party to the UNFCCC (United Nations' Framework Convention on Climate Change) signed the "Kyoto Protocol".
The 2009 United Nations Climate Change Conference, commonly known as the Copenhagen Summit, was held in Copenhagen, between December 7th and December 18th. On December 18th, it was announced that a "meaningful agreement" had been reached between the United States, China, India, South Africa, and Brazil. The negotiations ended without a binding treaty to reduce greenhouse gas emissions. Despite this, The Copenhagen Accord recognises the scientific case for keeping temperature rises below 2°C.
At the European level, in December 2008 the EU Climate Package was approved. This package focuses on three areas: emissions cuts, renewables and energy efficiency. This deal is aimed at helping Europe to become a low-carbon economy and increasing energy security. Fully in line with the Commission's proposals in January 2008, agreement has been reached on legally binding targets, by 2020, to cut greenhouse gas emissions by 20%, to establish a 20% share for renewable energy, and to improve energy efficiency by 20%.
In April 2009, the Renewables Directive, as part of the EU Climate Package, was published. The directive requires member countries to produce a pre-agreed proportion of energy consumption from renewable sources such that the EU as a whole shall obtain at least 20% of total energy from renewables by 2020.
To ensure that the goals are reached, the directive set "indicative trajectories" - intermediate targets - for each member state. Countries are obliged to draw up national renewable energy action plans by the end of June 2010, setting out measures on how they intend to keep up with their trajectories.
Also, as a part of the Climate Package, a revised EU ETS Directive for Phase III (2013-2020) was agreed in December 2008. The Directive introduces auctioning as the basic principle for the distribution of allowances to ETS operators, a major change as in Phase II, approximately 96% of allowances were distributed for free by EU governments through National Allocations Plans.
According to Royal Decree 661/2007, Spanish Special Regime generators may choose among (i) selling the electricity they produce to the system at a regulated tariff, (ii) selling the electricity they produce on the "pool," or (iii) entering into bilateral contracts under the same conditions as generator market agents under the Spanish Ordinary Regime.
In May 2009, Royal Decree 6/2009 was approved, aimed at eliminating the tariff deficit gradually. Among other measures, it introduced a central pre-allocation register for new renewable energy capacity for renewable-energy installations, necessary to obtain the entitlements set it in Royal Decree 661/2007. Installations were registered in chronological and new remuneration scheme should be approved for following projects.
The decision on November 19th, 2009 allowed in the register around 6 GW in wind projects and 2,4 GW in solar thermal generation capacity in one go. The entire 8,4 GW in projects registered will receive the remuneration set in RD 661/2007. Under this decision, around 1.700 MW of wind and 500MW of solar thermal generation will be allowed each year until 2012. The 15th of December the Spanish Government released the list of wind facilities included in the administrative register, in which, 6.389 MW of wind capacity were allowed. New facilities that haven´t been allowed in the register will be ruled by a new regulation.
During 2009 there were no significant changes in Portuguese remuneration scheme.
Wind farms already licensed by February 2006 sell their electricity at a set price dependent on production hours, as well as on the dimension of the wind farm and consumer price index. The tariff is indexed to inflation for 15 years and, thereafter, electricity from those wind farms will be sold at the then-existing market price plus the price received from the sale of green certificates.
Wind farms licensed after February 2006 sell their first 33 GWh of electricity or the electricity generated in the first 15 years, whatever come first, at a price based on a formula set out in the Decree-Law no. 33-A/2005 of 16th February.
Act 2000 provides that operators of wind facilities may enter into long-term agreements for the purchase and sale of energy with Electricité de France ("EDF"), which requires obtaining a certificate from the local government. The tariffs for the long-term agreements with EDF are set by Order of July 10th, 2006, which establishes three stages of determining the tariff. During first ten years of the EDF Agreement, EDF pays a fixed annual tariff, then, during years 11 to 15, the tariff is based on the annual average percentage of energy produced during the wind facility's first ten years of operation. Finally, after year 16 of the Agreement there is no specific support structure and the wind energy generators sell their electricity at the market price.
In July 2009 came into law "La Grenelle de l´Environnement I", a large renewable energy plan that sets out a broad policy and confirms France´s European commitment that by 2020 should account 23% of its final energy consumption from renewable resources. To achieve this target, around 25 GW of wind installed capacity are required, of which 6 GW should be offshore.
La Grenelle de l´Environnement also confirmed that each region of France must draw up a "renewable energy plan" by July 2010, identifying its potential and establishing where wind power plants can be located.
New Decree approved on December 15th set the following wind target: 11.500 MW in 2012 and 25.000 MW in 2020. These targets include also wave and tidal energy.
The Belgian regulatory system promotes the generation of electricity from renewable sources with a system of green certificates.
Each of the three Belgian regions (Flanders, Wallonia and Brussels capital) has their quota system with obligatory regional renewable energy targets. Green Certificates are due for a period of at least 10 years up to 15, and have a minimum guaranteed price system at a federal level (obligations imposed on the transmission system operation) and at a regional level. Minimum guaranteed price is 80€/GC in Flanders and 65€/GC in Wallonia, and, at a federal level, the minimum guaranteed price is 50€/GC.
Green certificates can be traded through bilateral contracts or at the exchange market (Belpex) launched in March 2009.
New quotas of renewable generation are in a late stage of approval in Wallonia. New quotas proposed by the Government are: 11,25% in 2011, 13,50% in 2012 and 15,75% in 2013. New quotas to be approved are considerably higher than previous ones (11%, 12% and 13% for 2011, 2012 and 2013).

The legislation applicable to renewable energy in Poland is primarily contained in an Energy Act passed on April 10th, 1997, which has been amended by Act April 2th, 2004.
The Energy Act sets up a regulatory scheme to promote renewable energies. To this purpose, the law introduces a system of green certificates.
The minimum limit of electricity that must be generated from renewable sources in the total annual volume of electricity is specified in the ordinance of Ministry of Economy adopted under the Energy Act. In 2008, this minimum limit was 7% and will increase each year up to 12,9% in 2017. These quotas were originally fixed until 2014 but a new regulation approved in August 2008 fixed the quotas for years 2015-2017 and increased the quota for 2013 and 2014.
The promotion of electricity generated from renewable energy sources in Romania was set with the Electricity Law 318/2003.
In 2005 a Green Certificate mechanism was introduced with mandatory quotas for suppliers, in order to comply with their EU renewable requirements.
In 2009, a 6,2% of total electricity supplied was required to come from renewables , an the obligation rises to 8,3% in 2010-2012 and gradually heads toward 16,8% in 2020.
Law 220/2008 doubles the volume of green certificates to be issued to wind producers. Wind producers will receive two green certificates per MWh until 2015 and one onwards. It also increases the trading value of green certificates, increasing the floor of 27 €/MWh and a cap of 55 €/MWh, both indexed to Romanian inflation (from previous levels of 24-42 €/MWh).
The main policy instrument to promote electricity generated from renewable energy sources is the Renewables Obligation (RO). The RO, and the associated ROS for Scotland an NIRO for Northern Ireland, requires that UK electricity suppliers ensure that a specified percentage of the electricity they supply to customers comes from eligible renewable sources.
The level of the obligation in England, Wales and Scotland is currently set to increase in yearly increments from 7,9% in 2007/08 to 15,4% in 2015/2016, being 9,1% in 2009-2010. In April 2009 the government introduced a headroom approach to allow the obligation size to be set before the beginning of each financial year at a percentage above (currently 8% above) the expected number of ROCs to be issued that year.
Electricity suppliers are given Renewables Obligation Certificates (ROCs) for every MWh generated from eligible renewable sources. When suppliers do not meet the obligation, they must pay a penalty sum into a buyout fund, which was of 35,76 GBP per ROC in shortfall in 2009. This buyout price is linked to the retail price index. At the end of each financial year, the buyout fund is shared proportionally between the suppliers that have presented ROCs.
In April 2009 the RO was banded to offer different levels of support to different renewable technologies. Onshore wind farms still receive 1 ROC per MWh. Offshore wind is entitled to receive 2 ROCs for projects commissioned in 2009-2010, 1,75 for projects in 2010-2011 and 1,5 ROCs onwards. However, the Government has announced that the new Renewables Order to be approved in early 2010 will allow offshore projects to qualify for 2 ROCs until March 2014.
In a consultation document published in July 2009, the UK government proposed, among others, the following changes to the RO:
These amendments are likely to be finally approved in early 2010 in order to come into effect on April 2010.
Additionally, wind energy generators receive Levy Exemption Certificates (LECs) that can be sold to industrial and commercial users subject to the Climate Change Levy. LECs can be traded separately from the underlying energy and represent an additional source of remuneration for wind energy generators. Therefore revenues come from the sales of energy, ROCs and LECs.
Despite continued market turmoil due to the recession and decreased attention to energy legislation, the U.S. regulatory environment nevertheless continued to improve for wind development. The inauguration of the Obama Administration in early 2009 put a wind advocate in the White House.
While climate change legislation continues to be debated in the United States Congress, states continued to lead the way in the US. California took a step toward joining the Northeast's Regional Greenhouse Gas Initiative (RGGI) in regulating carbon emissions by drafting Cap and Trade draft regulations designed to allow emissions to be cut to 1990 levels by 2020. While federal level climate change policy seems to be difficult to design and pass, state and regional initiatives, such as these, continue to put pressure on emitters to assist in designing a cap and trade program.
Following the formal appointment of the New Administration in January 20th of 2009, the "American Recovery and Reinvestment Act of 2009 (ARRA)" was signed into law on February 17th. This plan included several provisions to stimulate investment in renewable energy, with the following ones more applicable to the wind business:
On December 14th, the first ever wind-only auction took place in Brazil. As a result, 71 new wind farms, totalling 1.806 MW of installed capacity are scheduled to deliver energy from July 1st, 2012, providing an energy volume of 6,6 TWh per year, at an average price of BRL 148,39 MWh (approximately 57 €/MWh).
The results of the wind-only auction, summed up with the first biomass-only energy auction that was held in 2008 (2,379 MW and 31 thermal plants using sugarcane and napier grass), have headed the government to study a new renewable-only energy auction in 2010. At this time, the energy demand will be supplied by a mix of the traditional renewable sources: wind, biomass and small hydro power plants.

Operational revenue sources come from the sale of the energy as well as Renewable Energy Certificates (RECs) which act as "green tags". Renewable Energy Certificates (''RECs'') are typically used in RPS programs as tradable certificates demonstrating that a certain number of kilowatt-hours have been generated by a renewable resource.
Various State Governments have taken an active role in the development of renewable infrastructure through the implementation of an RPS program. Generally, RPS programs are developed to implement State laws requiring that a certain percentage of obligated load serving entities' energy supplied to consumers within the state come from renewable sources, and, in certain cases, provide for various penalties for non-compliance.
Amid a global financial crisis, historic and pervasive state budget crises, and federal bailouts and stimuli, state-level policy developments continued to be an important force for advancing renewables markets. In 2009, three new RPS policies (and one new renewables goal) were adopted; six existing RPS policies were increased or modified in a significant way; and five others underwent more minor changes; bringing the total number of states with RPS policies to thirty-two.

In 2009, the PTC rate applicable to wind generation was 21 \$/MWh; however, it is reduced for any project that receives government-assisted financing related to capital costs or other federal income tax credits. The PTC is applicable for a ten-year period from the time a power production facility is placed into service.
In February 2009, through the American Recover and Reinvestment Act, the U.S. Congress acted to provide a three-year extension of the PTC applicable to wind capacity added through December 31th, 2012.

The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:
Remuneration for electricity sold by EDP Renováveis wind farms depends, in part, on 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, the technological mix of installed generation capacity and user demand. Therefore, a decline in market prices below anticipated levels could have a material adverse effect on EDP Renováveis' business, financial condition or results of operations. 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 the company may face other difficulties in executing the hedging strategy.
As of December 31st, 2009, 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 the remaining countries, prices are mainly determined through regulated tariffs (France and Portugal) or managed through long-term power purchase agreements (Brazil, Poland, and Belgium).
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 of selling this electricity through regulated tariffs, guaranteeing minimum prices. In 2009 the company closed a hedge in order to mitigate the effect of pool price fluctuations.
The development and profitability of renewable energy projects is dependent on policies and regulatory frameworks that support such development. The jurisdictions in which EDP Renováveis operates provide various 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 U.S. federal and state bodies have regularly reaffirmed their desire 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, agreed in December 2008, requires each member state to increase its share of renewable energy in the bloc's energy mix to raise the overall share from 5.5% level in 2005 to 20% in 2020. Additionally EU countries have interim targets in order to ensure a steady progress towards it 2020 target. For these reason they must present national action plans (NAPs) based on the indicative trajectories to the European Commission by June 30th, 2010, followed by progress reports submitted every two years. Therefore, EU countries must have short and long term renewables strategies which will be monitored and tracked by the EU authorities.
US, on the contrary, has not mandatory energy targets at a federal level. However, under the Obama Administration, renewables 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.
Nevertheless, it cannot be guaranteed that support will be maintained or than the electricity produced by future renewable energy projects will benefit from statutory purchase obligations, tax incentives, or other support measures for the generation of electricity from renewable energy sources.
EDP Renováveis belongs to the most prestigious wind energy associations, both at national and international level. EDP Renováveis is member of "La Asociación Empresarial Eólica" (Spain), "APREN" -Associação Portuguesa de Produtores de Energia Eléctrica de Fontes Renováveis- (Portugal), Le Syndicat des Energies Renouvelables (France), ANEV (Italy), BWEA (UK) and PIGEO (Poland). In the US, EDP Renováveis participates in the following wind associations: AWEA (American Wind Energy Association), Wind on the Wires (Mid West) and CEERT (California). At an international level, EDP Renováveis belongs to the EWEA (European Wind Energy Association), which is today the biggest wind energy network.
Being an active member in all these associations allows EDP Renováveis to keep abreast of any regulatory change, and represent wind energy sector's interests when required by the governments.
EDP Renováveis business is focused on the production of electricity from renewable energy sources. The amount of energy generated by, and the profitability of wind farms is dependent on climatic conditions, which vary across the locations of the wind farms, the seasons and years. Because turbines will only operate when wind speeds fall within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside or towards the lower end of these ranges, energy output at wind farms would decline.
Variation 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 results of operations. Furthermore, a sustained decline in wind conditions could lead to reductions in operational efficiency, energy production and profitability.
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 farm in each country. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady.
Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.
EDP Renováveis is not highly exposed to this risk as its large volume limits the availability risk as economies of scale protect the company against unforeseen events. Nevertheless, EDP Renováveis mitigates the wind turbine performance risk by implementing the following measures.
Firstly, EDP Renováveis mitigates wind turbine performance 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 guarantee.
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 guarantee 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 mitigated with an adequate 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 signed with the turbine supplier.
Finally, EDP Renováveis has in place a LEAN Project. LEAN is a continuous improvement program that aims to achieve the following:
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.
Wind farms are subject to strict international, national, state, regional and local regulations relating to the development, construction, licensing and operation of power plants. Among other things, these 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 possibility of obtaining such permits. If authorities do not grant these permits or they do so with delays or with restrictions, such actions could have a material adverse effect on the business.
Permitting risk is mitigated by the fact that EDP Renováveis in present in different countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, US and Brazil. Additionally, the company has a large pipeline of projects that provide a "buffer" to overcome potential problems in the development of other projects, ensuring the growth targets.
Finally, EDP Renováveis mitigates development risk creating partnerships with local partners.
Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:
Last 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 creating a more favourable scenario for EDP Renováveis. The company is exploring the possibility to contract part of its expected turbine supply needs in this favourable situation.
EDP Renováveis uses a large mix of turbine supplier in order to reduce its dependency on any one supplier. At present EDP Renováveis is one of the generators with a more diversify portfolio, being Vestas and Gamesa the most important suppliers. 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.
EDP Renováveis has traditionally been securing its wind turbines by establishing long-term flexible agreements with several major turbine vendors. Frame agreements enabled EDP Renováveis to have available turbine when needed, but in the current context, they could prevent the company to capture the drop in turbine prices. For this reason EDP Renováveis is renegotiating frame agreements as well as negotiating more flexible agreements for the next years. By monitoring market trends, EDP Renováveis can reach these agreements with suppliers when market conditions are favourable. Additionally, when contracting large volumes, EDP Renováveis can obtain better prices and conditions that mitigate the effect of general increases in assets prices.
EDP Renováveis is exposed to fluctuations in interest rates as result of financing, operations in particular, financing by means shareholder loans from the EDP Group and financing from institutional investors in connection with its Partnerships Structures in the case of the US operations, as well as, project financing and third party loan financing from entities outside the EDP Group. This risk can be mitigated using hedging instruments, including interest rate swaps, but it cannot be guaranteed that the hedging efforts will operate successfully.
Finally, 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 with the EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rates and foreign exchange rates risks on its financial performance.
The execution of financial risks management of EDP Renováveis Group is undertaken by the Financial Department of EDP, in accordance with the policies approved by the Board of Directors of EDP Renováveis. The Financial Department identifies, evaluates and submits to the Board for approval, 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.
The Group'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, the Group contracts 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.
The EDP Renováveis Group has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. The EDP Group's Financial Department undertakes sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations.
The Group 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.
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 the Group consists of undertaking derivative financial instruments for the purpose of hedging foreign exchange risks with characteristics similar to those of the hedged item. The operations are revalued and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that gave rise to them is evaluated.
Counterparty risk is the risk that the other party in an agreement will default, either due to temporary liquidity issues or longer term systemic issues.
The EDP Renováveis Group 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, therefore, it cannot be considered that there is 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 limited average collection 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 terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account 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 the Group will not be able to meet its financial obligations as they fall due.
The Group 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 unacceptable losses or risking damage to the Group's reputation.
Given the current condition of the debt market, it could be difficult to cover the financial requirements needed to carry out the Group'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.

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 mitigate fluctuations of earnings.
These derivative instruments are explained in detail as part of the notes to the Corporate Governance Report.
Due to the net investment in EDPR NA, the company and Group accounts of EDP Renováveis and the accounts of EDP Sucursal, 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 Euros, between EDP Sucursal and EDP Renováveis for a total amount of USD 2,632,613.00.
EDP Energias de Portugal Sociedade Anónima, sucursal en España and EDP Renovaveis 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 31st December 2009, a total amount of EUR 87,660,918.51 remained outstanding.
EDP and EDPR EU entered into several hedge agreements related with the expected sales of energy in the Spanish market and due between March 2009 and December 2010 for a total volume of 3,357 MWh (1,991 MWh regard 2009 hedged generation and for 1,366 MWh regard 2010 hedged generation) at market forward prices in each contract.

During the 2009 exercise, EDP Holding and EDPR do not hold (or have bought) any treasury stocks (own shares).
EDP Renováveis has made environmental stewardship a core value. The Company is dedicated to providing clean renewable energy through the development, construction and operation of wind farms.
Even though all human activity has an impact on the environment, the Company is committed to identifying and assessing these impacts at all stages of its business cycle and incorporating them into its decision-making process.
For this reason, all its activities are based on a Corporate Environmental Policy that seeks to protect and enhance the environment with the aim of achieving sustainable development.

EDP Renováveis believes that protecting our environment and community is fundamental to achieving its business objectives. In 2009, the Company spent a total of €8,5 millions on environmental protection measures and allocated internal resources dedicated to managing environmental protection activities, throughout the full project life cycle, including development, construction and operations.
| Total Environmental Investment | 2008 | 2009 |
|---|---|---|
| Total | 4,500 | 9,548 |
The development of an Environmental Management System (EMS) was started in 2008. The purpose of the EMS is to stimulate good environmental practices focused on protecting natural resources and waste and spill management, with a commitment to continuous improvement of environmental performance.
In Europe, EDP Renováveis renewed certification obtained for five of its wind farms in operation under the ISO 14001, and five new wind farms were certified, reaching a total of 289.5 MW certified. It is the intent for 2010 that 20 new wind farms, 650 MW, will be certified.
| Wind farm | Location | Power (MW) | Certification date |
|---|---|---|---|
| Valsagueiro | A Coruña (Spain) | 32,5 | 2008 |
| Ponte Rebordelo | A Coruña (Spain) | 40,3 | 2008 |
| Los Cantales | Zaragoza (Spain) | 24 | 2008 |
| La Navica | Albacete (Spain) | 30 | 2008 |
| La Dehesica | Albacete (Spain) | 28,5 | 2008 |
| Virgen de la Peña | Zaragoza (Spain) | 30 | 2009 |
| Munera I | Albacete (Spain) | 39,6 | 2009 |
| Munera II | Albacete (Spain) | 30,6 | 2009 |
| Villamiel | Burgos (Spain) | 17,85 | 2009 |
| Villoruebo | Burgos (Spain) | 16,15 | 2009 |
| TOTAL | 289,5 |

In the U.S., the EMS is under development. Currently, it includes EDPR NA's Corporate Environmental Policy, adopted in 2009, and Environmental Standards for Development. The Development Standards that have been developed include:

Environmental standards for operations were drafted in 2009. The Environmental Operations Standards have been sent for internal review with the intent of finalizing them in 2010.
EDP Renováveis is dedicated to the development of renewable energy. Therefore, the Company plays a significant role in the transition towards a more sustainable energy model that is less dependent on fossil fuels.
Renewable energy has significant advantages over traditional energy sources:
Technological progress in recent years has contributed to making renewable energy cheaper and more efficient in generating electricity.
In 2009, EDP Renováveis produced almost 11 GWh of wind energy, enough to meet the average demand of more than 2 million households and displace the emission of approximately 5.0 kilotons of CO2.

The generation of wind energy does not produce greenhouse gas emissions, water pollution, nor does it consume significant amounts of water or produce significant level of waste, compare to other energy sources.
Employee and contractor travel as well as offices' electricity use are the only primary sources of indirect emissions, which can be considered not material in the context of the company main activity.
During the construction phase, it is the wind farm contractor who carries out the management of hazardous and not hazardous wastes, supervised by the environmental surveillance in each site.
During operation phase, the production of hazardous waste is very low. All wind farm substations stores the wastes generated up to the retreat by authorized manager.
In 2010, several initiatives will be launched to support the management and reduction of wastes generated and its reporting, including the proper handling, accumulation, storage, manifesting, transportation and disposal and recycling activities.
Due to the nature of its activity, the major "raw material" of EDP Renováveis needed to produce energy is wind.
Therefore, with the exception of the construction phase, the consumption of resources and materials is mainly attributed to the company offices and on-site facilities that directly support the operation and maintenance of EDP Renováveis wind farms.
Nevertheless, the promotion of responsible use of resources among its employees and contractors is a priority for the Company.
As a way to promote good practices among its employees, EDP Renováveis has published in Europe a Guide of Good Environmental Practices with guidelines to reduce the consumption of water, electric power, paper and toner, as well as to correctly manage and dispose of both hazardous and non-hazardous waste.

EDP Renováveis has taken measures to reduce the consumption of resources in its facilities:
• The utilization of energy efficient lamps;
In some wind farms, the Company promotes the reutilization of rain water gathered in the substations for use in the bathrooms of local facilities.
In the U.S., EDP Renováveis started pursuing a design for its facilities which would meet guidelines to earn Certification in Leadership in Energy and Environmental Design (LEED) for the Rail Splitter Operation and Maintenance building. It is anticipated that Rail Splitter will receive its certification in 2010.
EDP Renováveis' corporate office in Houston also has Silver LEED certification. As a component of this certification, low-flowing faucets and toilets were installed in the office bathrooms.
As a way to reduce its carbon footprint, EDP Renováveis implemented policies to promote the use of video conference and the use of "cleaner" transportation. In the U.S., ongoing initiatives include providing employees with bike storage and showers to encourage employees to ride bikes to work, and providing employees with bus and rail cards to encourage the use of mass transportation.
EDP Renováveis believes that harnessing wind and other renewable sources is fundamental to produce energy in a manner that respects the integrity of our planet.
In the U.S., EDP Renováveis does not operate on land owned, leased, managed, or adjacent to protected areas or areas of high biodiversity value outside protected areas. Wind project development typically occurs in rural areas where wind resources are abundant and the operation of wind farms is compatible with existing land use.
In Spain, there are only 10 wind farms in protected areas, 9 in Portugal and 3 in France.
Only a small percent of land utilized by wind farms is taken out of permanent use. Once construction is complete, the actual land taken out of permanent use is typically less than two percent of the total project area. The majority of the land is still used for its original purpose. The main use of the permanently affected land is for access roads to the wind turbine locations, a small area for the wind turbine and electrical transformer, and a gravel pad area for a crane for construction and maintenance activities.
EDP Renováveis conducts environmental studies starting early in the development phase of all new projects or when significant modifications of existing wind farms are required. The Company's goal is always to avoid, minimize, or mitigate any impact to the environment. These environmental studies identify wildlife use, threatened or endangered plants and animals, habitats, wetlands, protected areas, and cultural resources.
During the construction phase, EDP Renováveis performs Environmental Construction Monitoring to ensure that environmental laws and regulations and any permit conditions are met and potential environmental impacts of construction are addressed for the entire project area.
Although not always obliged by law, EDP Renováveis promotes environmental excellence during the whole life cycle of its operating wind farms by providing training, developing waste management plans and performing environmental site audits to ensure continuous improvement. In decommissioning, EDP Renováveis will implement a restoration plan to restore the wind farm area as close to its original state as reasonably practicable.
Early in the process of development, EDP Renováveis collects information about threatened, endangered, and sensitive species; migratory birds; and other potential wildlife impacts.
The company has also promoted and developed several habitat enhancement projects and performed thorough field studies of various animal and plant species.
In 2009, the following major projects were developed:
EDP Renováveis conducts post-construction wildlife studies, including mortality monitoring. In 2009, mortality studies were conducted at Rattlesnake Road, Wheatfield and Twin Groves I&II wind farms (U.S.). In addition, a post-construction big game study was conducted at Elkhorn Valley Wind Farm.
EDP Renováveis is a member of the Wind Turbine Guidelines Advisory Committee. The scope and objective of this Federal Advisory Committee is to provide advice and recommendations to the Secretary of the Interior on developing effective measures to avoid or minimize impacts to the wildlife and their habitats related to land-based wind energy facilities.
The Company is a founding member of American Wind & Wildlife Institute (AWWI), whose mission is to facilitate timely and responsible development of wind energy while protecting wildlife and wildlife habitat.

EDP Renováveis develops internal programs for environmental awareness training to ensure that its employees recognize:
As a major player in a very dynamic sector, the management of the human capital is a major concern of EDP Renováveis
The company policy is based on the following principals:
In 2009, EDP Renováveis established a global compensation strategy policy, while respecting the local markets for each platform. The new policy promotes a system in which all positions are evaluated and graded according to a defined methodology of job evaluation and ensure internal fairness.
At the end of 2009, EDP Renováveis had a total headcount of 721, a 14% increase vs. 2008. EDPR EU accounts for 50% of the total workforce, EDPR NA 42%, EDPR BR 1% and the Holding the remaining 6%.


During the year, 156 people were admitted while 65 left the company, standing for a turnover ratio of 15%. Of the total workforce, 68% are male.
EDP Renováveis has a very young team, with 70% of its workforce with less than 40 years old, and a high level of qualification, with 75% of the employees with university degrees.
The EDP Renováveis compensation model defines the approved salary band for each position within the organization's matrix. The salaries paid are based on market benchmarks and are contingent on defined position and are therefore paid accordingly to the appropriate salary band, regardless of gender.
EDP Renováveis understands the value of developing its employees through continuous education and training activities.
Training has a particular strategic importance for EDP Renováveis. It is crucial to achieve comprehensive development of employees by improving their skills, knowledge and abilities in order to bring them into line with the current and future demands of the organization and with their own individual professional development expectations.
EDP Renováveis offers professional development programs to all employees, regardless of professional category.
In 2009, EDP Renováveis almost duplicated the number of hours of training, to 14,500 hours. Total investment reached €302 thousands, a 28% increase vs. 2008.
The performance and potential evaluation process is used to better understand where development programs are needed and to what degree.
In 2009, EDP Renováveis has implemented a talent management model. Although currently a 270 degree, the goal is to progress towards a 360 degree evaluation model.
The global model collects information from four data points to evaluate employee performance: self, two peers, and the manager. Extensive training is provided to employees and managers to fully understand the competencies, how to approach performance appraisal generally, and how to utilize newly developed talent management software called Cezanne.
Performance and potential evaluations are based on strategic competencies, key performance indicators and a Global Assessment. By defining and evaluating gaps that become apparent, continuous feedback interviews are encouraged and employees are also asked to develop an Individual Development Plan.
As EDP Renováveis grows its business in new geographies, mobility is more and more a crucial factor in the success of the Company strategy and employee's career development.
In 2009, along with EDP, EDP Renováveis performed a review of the International Work Regulations. New categories of assignment were created in order to improve and promote international mobility.
International mobility will be important factor for professional development of the Company's employees.
In 2009, EDP Renováveis performed it first global employee satisfaction Survey. All Company employees were asked to participate through a web based survey and the total response rate was 78%.
The macro indicators average resulting from the study is high, showing a global satisfaction of 78%.
The results of this study will be very important for the Management of EDP Renováveis to develop an action plan in 2010 in order to improve the areas that impacted the most the employee's motivation, abilities and performance.
EDP Renováveis is committed to offering a competitive benefits package to recognize the contributions and talent of its employees.
The Company does not differentiate benefits between full time and part time employees.
In addition to legal requirements per country, competitive benefits are offered in the various regions (adjusted in accordance to local specificities) and entail important benefits such as:
The Company offers participation opportunities in either a pension plan or defined contribution plan, depending on home country. The guaranteed contributions are supplemental to and independent of those established under the Social Security System.
In North America, EDPR NA sponsors the Horizon Wind Energy Defined Contribution Retirement Plan (the "Retirement Plan"), a plan qualified under Section 401(k) of the Internal Revenue Code, for the benefit of eligible employees. Contributions are made to accounts held by Fidelity Investments. Matching contributions are made on behalf of eligible employees who elect employee deferrals from any given date and an employee may enter the plan at any time. Employees are vested in the retirement plan on both the employee and EDPR NA contributions immediately. EDPR NA contributes to each individual account up to 6% as a matching contribution so long as the employee has elected a salary deferral.
Of EDP Renováveis 721 employees at the end of 2009, 28% were covered by collective bargaining agreements.
Among the countries where EDP Renováveis has operations, the ones which are not covered by collective bargaining agreements are Poland, Romania, and North America.
Generally, collective bargaining agreements apply to all employees working under an employment relationship with and for the account of the respective companies, regardless of the type of contract, the professional group into which they are classified, their occupation or job. However, matters relating to the corporate organization itself, the laws of each country or even usage and custom in each country result in certain groups being expressly excluded from the scope of collective bargaining agreements.
Per country case law, EDP Renováveis may have a minimum period that the Company must comply with for giving formal notice of organizational changes at the companies in the Group with impact on employees.
However, it is customary to communicate significant events to the affected groups in advance.
As an employer in the United States, EDPR NA complies with the Worker Adjustment and Retraining Notification (WARN) Act Guide to Advance Notice of Closings and Layoffs. Employees who have worked more than six months for more than 20 hours a week are required to receive 60 days notice in the event of closings and layoffs.
All employees of the Group have been informed of the Code of Ethics Policy, as well as other Policies approved by the Board of Directors that contain specific clauses on respect for human rights. Employees are required to manually or electronically acknowledge that the policy(ies) has been read and understood.
The business culture in the countries in which the EDP Renováveis operates is entirely respectful of human rights.
In compliance with the Code of Ethics, EDP Renováveis expresses its total opposition to forced or compulsory labour. Its general contracting conditions include a clause to eliminate any form or kind of forced or compulsory labour.
In 2009, EDP Renováveis had one complaint filed for discrimination with the US Equal Employment Opportunity Commission for gender discrimination. The Company has formally responded to the complaint and expects the charge to be dismissed.
EDP Renováveis has no knowledge of any activity carried out that could jeopardize the right of freedom of association or the right to adhere to collective bargaining agreements.
| 2008 | 2009 | Growth | |
|---|---|---|---|
| EDPR EU | 324 | 365 | 13% |
| EDPR NA | 276 | 303 | 10% |
| EDPR SA | 0 | 8 | - |
| EDPR Holding | 30 | 45 | 50% |
| Total | 630 | 721 | 14% |
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.
On January 8th EDP Renováveis and SeaEnergy, through a joint-venture designated Moray Renewables, have been awarded exclusive rights to develop offshore wind farm sites in the North East of Scotland, with an approximated target capacity of 1.3 GW.
On January 25th EDP Renováveis, has just entered into a 15-year agreement with Energa to sell the green certificates generated from its 120 MW Margonin wind farm in Poland.
On January 27th EDP Renováveis acquires 85% of Italian Wind, adding to its portfolio several wind projects in Italy totalling 520 MW in different stages of maturity and in prime locations. The amount paid for the above mentioned stake is €12 million and additional success fees will be paid as the wind projects reach certain predefined milestones.
On February 3rd EDP Renováveis installed 1,175 MW and achieved an electricity output 10,907 GWh, +40% than in 2008. Load factor in Europe was 26% and in the US 32%.

On February 17th EDP Renováveis 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 Iowa.
This Topic provides a Corporate Governance Overview faced by EDPR. You can find the complete Corporate Governance in a separate section, immediately after this section.
EDP Renováveis, 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 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 following are the most important bodies in the management and supervision model at EDP Renováveis:
The purpose of the adoption of this model by EDP Renováveis is to adapt the Company's corporate governance to the Portuguese legislation, due to the fact that Spanish law is its personal law. The governance model adopted by EDP Renováveis therefore seeks, insofar as it is compatible with its personal law, to correspond to the Anglo-Saxon model set forth in the Código das Sociedades Comerciais, in which the management body is a Board of Directors, and the supervision and control duties are the responsibility of an Audit 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.
Although EDP Renováveis shares were only admitted to trading on Eurolist by Euronext Lisbon in mid-2008, 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 of Shareholders is the Company's highest governing body. It is a meeting of shareholders that, 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 is responsible for organising its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of the Board of Directors, or his 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. The Board of Directors currently consists of the following sixteen (16) members:
| Name | Position | Date of appointment |
End of term |
|---|---|---|---|
| Ana Maria Fernandes | CEO and Vice Chairperson |
18/03/2008 | 18/03/2011 |
| Antonio Martins da Costa | Director Chairperson and |
18/03/2008 | 18/03/2011 |
| Antonio Mexia | Director | 18/03/2008 | 18/03/2011 |
| António Nogueira Leite* | Director (Independent) | 04/06/2008 | 04/06/2011 |
| Daniel M. Kammen* Francisco José Queiroz de Barros de |
Director (Independent) | 04/06/2008 | 04/06/2011 |
| 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 Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| 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 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| Rafael Caldeira Valverde* | Director (Independent) | 04/06/2008 | 04/06/2011 |
* Appointed in agreements adopted by the General Meeting of EDP Renováveis, S.A. on 14 May 2008, to take office as members of the Board of Directors on 4 June 2008


The EDP Renováveis share capital of EUR 4,361,540,810 is fully subscribed by 872.308.162 shares with a face value of EUR 5 each.
All EDP Renováveis shares are of the same category. Under the Spanish Ley de Sociedades Anónimas, approved by Royal Decree 1564/1989 of 22 December 1989 (hereinafter Public Company Law) and the Articles of Association of EDP Renováveis, the owner of a share becomes a shareholder with all the inherent rights and obligations established by the Public Company Law and articles of association of EDP Renováveis. The most important rights inherent in shares are the right to receive dividends, the right to obtain general information on any matters to be discussed in the General Meetings, general rights to attend, voting rights, the right to object to company decisions, pre-emptive rights in share capital increases and the right to participate in the distribution of assets if EDP Renováveis is dissolved.
Shareho older Structu ure – 31 Dec cember 200 09

In Dec shareho States a cember 200 olders in ov and Rest of E 09, EDP R ver 50 coun Europe. ntries, with had more special foc e than 70 cus on Por 0,000 institu rtugal, Unite utional and ed Kingdom d private m, United
| Portug gal |
Free Float t by geogra aphy |
||
|---|---|---|---|
| 30% 16% |
Europ e |
Portugal Europe |
34% 30% |
| 17% | US | US UK |
16% 17% |
| 3% 34% |
UK | Rest of W orld |
3% |
| Total | 19 96.024.306 |
Qualifying shareholdings in EDP Renováveis are subject to Spanish law, which regulates the criteria and thresholds of shareholders' holdings. As at 31 December 2009 no qualifying shareholdings in EDP Renováveis with the exception of EDP and Hidrocantábrico 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.
As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.
The shares representing the EDP Renováveis share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on the 4 June 2008, in the largest Initial Public Offering launched in Western Europe of the year 2008.
EDP Renováveis has 872,308,162 ordinary shares, with a face value of EUR5.00 representing 100% of the share capital, admitted to trading in the NYSE Euronext Lisbon market. The free float since the IPO is 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 ISIN |
EDPR.LS EDPR PL ES0127797019 |
During 2009, EDP Renováveis' share price rose by 33%, closing the year at EUR6.63 each. In the same period, the PSI20 and the Euronext 100 increased by 33% and 25%, respectively, while the Dow Jones Eurostoxx Utilities felt 1%.

During the year 256,979,419 EDP Renováveis shares were traded, corresponding to a turnover of approximately EUR1,676 billion. On average, at Euronext Lisbon, EDP Renováveis daily trade volume was around 1 million shares per day.
EDP Renováveis ended the year with a market capitalization of EUR5.8 billion, making it the fourth largest listed company in Portugal.

| Capital Market Indicators | ||
|---|---|---|
| EDP Renováveis Shares in NYSE Euronext Lisbon (EUR) | 2009 | 2008 |
| Opening price* | 5.00 | 8.00 |
| Closing price | 6.63 | 5.00 |
| Peak price | 7.75 | 8.00 |
| Minimum price | 5.00 | 3.45 |
| Variation in Share Price and Reference Indices | 2009 | 2008 |
| EDP Renováveis | 33% | -37% |
| PSI20 | 33% | -51% |
| Dow Jones Eurostoxx Utilities | -1% | -38% |
| Euronext 100 | 25% | -45% |
| Liquidity of EDP Renováveis Shares in the Market | 2009 | 2008 |
| Volume in NYSE Euronext (€ million) | 1,676.0 | 1,646.0 |
| Daily average volume (€ million) | 6.4 | 11.0 |
| Number of shares traded | 256,979,419 | 215,951,049 |
| Average number of shares traded | 984,595 | 1,459,129 |
| Total shares issued | 872,308,162 | 872,308,162 |
| Number of own shares | 0 | 0 |
| EDP Renováveis Marker Value (€ million) | 2009 | 2008 |
| Market capitalization at end of period | EUR 5,783 | EUR 4,364 |
(*) January 1st, 2009 and June 4th, 2008,respectively
The graph below shows the evolution in EDP Renováveis prices over the year and all announcements and relevant events that may had impact on them.


The distribution of dividends is proposed by the Board of Directors or EDP Renováveis and authorized by decision of the company's General Meeting of Shareholders. As set forth in the Spanish Public Company Law, a dividend declared in each financial year may only be distributed from EDP Renováveis profits for that year or from distributable reserves and this distribution must not cause the assets of EDP Renováveis to fall below the value of the company's share capital.
As of 2011, EDP Renováveis expects to declare and pay dividends representing at least 20% of the profits for the year and to begin to do so for the financial year ending on 31 December 2010. The Board of Directors of EDP Renováveis may, if necessary, adjust this dividend policy in order to reflect changes in business strategy and capital needs, among other aspects. Any future dividends will depend on conditions at the time, including individual and consolidated net profits, earnings, the company's financial situation, availability of legally distributable funds and future prospects. As a result, no guarantee can be given that dividends will be proposed and declared in any particular year. Any dividends paid in the future may be subject to withholding of tax at source.


EDP Renováveis Corporate Governance Report
December 2009

Corporate Governance Report for EDP Renováveis Group (EDPR)
EXTRACT OF MINUTES OF GENERAL SHAREHOLDERS MEETING
EDP Renováveis, S.A. (hereinafter referred to as EDP Renováveis or the Company) is a listed company that was admitted to trading on the regulated market of NYSE Euronext Lisbon (Eurolist by Euronext Lisbon) following an initial public offering in May 2008. In view of its status as a company with shares listed on a regulated market in Portugal, EDP Renováveis' corporate organization is subject to the recommendations contained in the corporate governance code called "Código de Governo das Sociedades" approved by the CMVM (Portuguese Securities Market Commission) in September 2007. This governance code is available to the public at the CMVM website, www.cmvm.pt.
EDP Renováveis states that it has adopted in full the CMVM recommendations on the governance of listed companies provided in the "Código de Governo das Sociedades", with the exception of Recommendations I.4.1. and II.2.2. of the code, which have 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 EDP Renováveis 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 |
||
| I.1 Board of the General Meeting | ||
| I.1.1 The Chairperson of the General Meeting shall have access to human and logistical resources appropriate to his/her needs, taking into account the company's financial position. |
Adopted | 4.6 |
| I.1.2 The remuneration of the Chairperson of the Board of the General Meeting shall be disclosed in the annual corporate governance report. |
Adopted | 4.6 |
| I.2.1 The time limit imposed by the Articles of Association for depositing or blocking shares for the purpose of participating in the meeting shall not exceed five working days. |
Adopted | 4.2 |
|---|---|---|
| I.2.2 Should the General Meeting be suspended, the company shall not compel share blocking during that period until the meeting is resumed and shall then apply the same time limit as for the first session. |
Adopted | 4.2 |
| I.3 Voting and voting rights | ||
| I.3.1 Company's Articles of Association shall not impose any restrictions on votes by mail. |
Adopted | 4.4 |
| I.3.2 The time limit imposed by the Articles of Association on receipt of votes by mail shall not exceed three working days. |
Adopted | 4.4 |
| I.3.3 Company Articles of Association shall provide for one vote per share. |
Adopted | 4.3 |
I.4.1 Companies shall not fix a constitutive or deliberative quorum higher than that prescribed by law.
Not adopted ("Under Spanish Law, the constitutive quorums on first and second call to order are 25% and 0% for ordinary and extraordinary general meetings and 50% and 25% for ordinary and extraordinary general meetings in which valid decisions may be made on the issue of bonds, increases or reductions in share capital, transformation, mergers or spin off of the company and, in general, any amendments to the Articles of Association. The company's Articles of Association establish a slightly higher constitutive quorum in order to reinforce shareholder support for approval of decisions. On the 24th of February 2010, the Board of Directors approved to propose to the next General Meeting a modification of the Article 17 of the Articles of Association so as to adopt the quorums provided by Law.")
I.5.1. The minutes of general meetings shall be made available to Adopted 4.7 shareholders on the company's website within five days, even if they do not constitute privileged information under the law. A collection of attendance lists, agendas and decisions passed during meetings shall be kept on file on the company's website for at least three years.
I.6.1. Measures to prevent successful takeover bids shall respect the interests of the company and its shareholders. Adopted 4.8
I.6.2 Company's Articles of Association that, in compliance with the previous sub-paragraph, limit the number of votes that may be held or cast by a sole shareholder, either individually or jointly with other shareholders, shall also provide for the General Meeting to decide, at least every five years, on whether this provision is to be maintained, without higher quorum requirements than those established by law, and for all votes cast to be counted in said decision without the limitation being imposed.
I.6.3 There shall be no defensive measures intended to automatically cause a serious depletion of the company's assets in the event of transfer of control or a change of membership of the Board of Directors thereby affecting the free transferability of shares and free appreciation by shareholders of the
Not applicable
Adopted 4.8

Board member's performance.
II.1.1.1. The Board of Directors shall, in its governance report, assess the model adopted, identify any constraints on its functioning and recommend appropriate measures to overcome them. Adopted 1.1
II.1.1.2. Companies shall set up inhouse control systems for the effective detection of risks associated with their activity in order to safeguard their assets and ensure the transparency of their corporate governance. Adopted 3.7
II.1.1.3. Management and supervisory bodies shall have their own regulations which shall be posted on the company's website. Adopted 3.1.3/3.3.3/7.4
II.1.2.1 The Board of Directors shall include a number of non-executive members to guarantee its effective ability to supervise, audit and assess the work of the executive members. Adopted 1.2.2/1.2.6.1/3.1.3
II.1.2.2. The non-executive directors must include a suitable number of independent directors, taking into account the size of the company and its shareholder structure. This number shall be no less than one quarter of the total number of Adopted 1.2.2/1.2.6.1

directors.
II.1.3.1 Depending on the applicable model, the Chairperson of the Audit Board, the Audit Committee or the Financial Committee shall be independent and be adequately capable to carry out their duties. Adopted 1.2.2/1.3/3.3
II.1.4.1 The company shall adopt a whistle-blowing policy for reporting irregularities occurring in it, indicating the following information: i) means by which irregularities can be reported within the company, including the names of the people qualified to receive reports, ii) the treatment to be given to reports, including confidentiality if the whistle-blower so wishes. Adopted 3.9
II.1.4.2 The general lines of this policy shall be set forth in the corporate governance report. Adopted 3.9
II.1.5.1 The remuneration of the members of the Board of Directors shall be structured in such a way as to ensure that their interests are in line with that of the company. In this context: i) The remuneration of executive directors shall include a performance-based component and a performance evaluation conducted by the competent body shall therefore be taken into account. ii) The variable component shall be such as to maximise the
Adopted 5.1/5.2/5.3

company's long-term performance and shall depend on the sustainability of the performance variables adopted. iii) When not otherwise required by law, the remuneration of the non-executive members of the Board of Directors shall consist exclusively of a fixed amount.
II.1.5.2 The Remuneration Committee and the Board of Directors shall submit to the Annual General Meeting a statement on pay policy of the members of the managing and supervisory bodies and other managers, as set forth in Article 248- B(3) of the Securities Code. In this context, the shareholders shall be informed of the criteria and main parameters used to evaluate performance for the purpose of calculating the variable component, whether it is in the form of rewards in shares, share options or other components.
II.1.5.3 At least one representative of the Remuneration Committee shall attend annual general meetings.
Adopted 5.6
Adopted 5.4

II.1.5.4 A proposal to approve share distribution or share option plans or plans based on variations in share price to members of the managing and supervisory bodies and other managers, as defined in Article 248- B(3) of the Securities Code shall be submitted to the general meeting. The proposal shall mention all the necessary information for its correct assessment. The proposal shall .be accompanied by the regulations of the plan or, if they have not yet been drawn up, the general conditions with which they must comply. The main characteristics of the retirement benefit system for members of the managing and supervisory bodies and other managers, as set forth in Article 248- B(3) of the Securities Code shall be approved by the general meeting.
II.1.5.5 The remuneration of each member of the managing and supervisory bodies shall be disclosed annually on an individual basis and, distinguishing, whenever appropriate, between fixed and variable remuneration and between remuneration received from other group companies controlled by shareholders owning qualifying holdings.
II.2.1 Within the limits established by law for each managing and supervisory body, and unless the company is small in size, the Board
Not applicable 5.3
5.7
Adopted 5.3
Adopted 3.1/3.2.1/3.3
of Directors shall delegate the dayto-day running of the company. The duties delegated shall be identified in the annual corporate governance report.
II.2.2 The Board of Directors shall ensure that the company acts in accordance with its goals and shall not delegate its powers namely in what concerns: i) the definition of the company's general strategy and policies; ii) the definition of the group's corporate structure; iii) the adoption of decisions that should be considered strategic due to their amount, risk or special characteristics.
II.2.3 If the chairperson of the Board of Directors has executive functions, the Board of Directors shall find efficient mechanisms for coordinating the work of the nonexecutive members to ensure that they can make independent, informed decisions. These mechanisms shall be explained to the shareholders in the annual corporate governance report.
II.2.4 The company's annual report shall include a description of the work done by the non-executive directors and mention any constraints arising.
II.2.5. The Board of Directors shall rotate the financial director at least at the end of every two terms.
Not Adopted ("Under Spanish Law, the matters referred to in this recommendation can be delegated to the Executive Committee. It is common practice in Spanish listed companies for the delegation of powers to be far-reaching, with the exception of matters related to the preparation of accounts").
Not applicable ("The Board of Directors only took office in the first half of 2008).
Adopted 3.1.3

II.3.1 When asked to do so by other members of the corporate bodies, executive directors shall provide the appropriate information in good time. Adopted 3.2.1.3
II.3.2 The Chairperson of the Executive Committee shall send to the Chairperson of the Board of Directors and, as applicable, to the Chairperson of the Audit Board or Audit Committee, the respective invitations to and minutes of its meetings. Adopted 3.2.1.3.
II.3.3 The Chairperson of the Executive Board of Directors shall send to the Chairperson of the General and Supervisory Board and the Chairperson of the Financial Committee the respective invitations to and minutes of its meetings. Not applicable
Not applicable
II.4.1 In addition to its supervisory duties, the General and Supervisory Board shall advise, monitor and constantly assess the company's management by the Executive Board of Directors. The matters on which the General and Supervisory Board shall give opinions include: i) the company's general strategy and policies, ii) the group's corporate structure and iii) decisions that are considered strategic due to their amount, risk or special characteristics.
II.4.2 The annual reports on the work of the General and Supervisory Board, Financial Committee, the Audit Committee and the Audit Board shall be published on the company's website together with the financial statements. Adopted 3.3.4./7.3
II.4.3 The annual reports on the work of the General and Supervisory Board, Financial Committee, the Audit Committee and the Audit Board shall include a description of their supervision and mention, in particular, any constraints found.
II.4.4 The Financial Committee, Audit Committee and Audit Board, depending on the model adopted, shall represent the company for all purposes in relations with the external auditor, and shall notably, propose a person to render these services, his/her/its fees, ensure that the company offers all the right conditions for the provision of these services, act as an interlocutor for the company and be first recipient of the auditor's reports. Adopted 3.3.2
II.4.5 Every year, the Financial Committee, Audit Committee and Audit Board, depending on the model adopted, shall evaluate the external auditor and propose his/her/its discharge to the general meeting, if there is due cause.
Adopted 3.3.4/7.3
Adopted 3.3.2/3.8

II.5.1 Unless the company is small in size, the Board of Directors and the General and Supervisory Board, depending on the model adopted, shall set up any necessary committees to: i) conduct a competent, independent evaluation of the performance of the executive directors and assess their own overall performance and that of the different committees, ii) reflect on the company's governance system, check its effectiveness and suggest measures for improving it to the competent bodies.
II.5.2 The members of the Remuneration Committee or equivalent shall be independent from the members of the Board of Directors.
Not applicable ("The members of the Nomination and Remuneration Committee are members of the Board of Directors. However, its members are considered independent members and do not therefore belong to the Executive Committee. In accordance with Articles 9 and 130 of the Spanish Public Company Law, the remuneration scheme for directors should be fixed in the articles of association. It is normal practice in Spanish companies for this remuneration to be decided upon by the General Meeting of Shareholders and for its allocation to the different members of the
Adopted 1.1/2.2.2/3.3.2
1.2.6.2/3.2.2.1

| Board of Directors to be decided on by the Board itself."). |
||
|---|---|---|
| II.5.3 All committees shall draft |
Adopted | 3.2.1.3 / 3.2.2.3 |
| minutes of their meetings. | / 3.2.3.3./ 3.3.3 | |
| III. DISCLOSURE AND AUDITS | ||
| III.1 GENERAL DISCLOSURE | ||
| OBLIGATIONS |
III.1.2 Companies shall ensure permanent contact with the capital market, abide by the principle of equality between shareholders and prevent asymmetries in access to information by investors. The company shall maintain an investor relations office for the purpose. Adopted 7.1 / 7.2 III.1.3 The following information shall be posted on the company's website in English: a. Its name, status as a listed company, registered office and other information mentioned in Article 171 of the Portuguese Companies Code; b. Its Articles of Association; c. The names of the members of the corporate bodies and 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 Adopted 7.3

and voting at general meetings;
h. Invitation to general meetings.
Article 20.2 of the EDP Renováveis Articles of Association defines as independent members of the Board of Directors those 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 EDP Renováveis 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)) and 414 (5) both of the Portuguese Companies Code ("Código das Sociedades Comerciais"), and so the Board of Directors of EDP Renováveis 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:
| Date of | |||
|---|---|---|---|
| Name | Position | appointment | End of Term |
| Director | |||
| (Independent) | |||
| Member of the | |||
| José Silva Lopes | Audit Committee | 04-06-2008 | 04-06-2011 |
| António Nogueira | Director | ||
| Leite | (Independent) | 04-06-2008 | 04-06-2011 |
| Rafael Caldeira | Director | ||
| Valverde | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| José Araújo e Silva | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| Jorge Santos | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| Francisco José | (Independent) | ||
| Queiroz de Barros de | Member of Audit | ||
| Lacerda | Committee | 04-06-2008 | 04-06-2011 |
| Director | |||
| (Independent) | |||
| João Manuel de | Chairperson of Audit | ||
| Mello Franco | Committee | 04-06-2008 | 04-06-2011 |
| Director | |||
| João Lopes Raimundo | (Independent) | 04-06-2008 | 04-06-2011 |
| Director | |||
| Daniel M. Kammen | (Independent) | 04-06-2008 | 04-06-2011 |
EDP Renováveis, 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 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 EDP Renováveis is designed to ensure the transparent, meticulous separation of duties and the specialisation of supervision. The following are the most important bodies in the management and supervision model at EDP Renováveis:
The purpose of the adoption of this model by EDP Renováveis is to adapt the Company's corporate governance to the Portuguese legislation, due to the fact that Spanish law is its personal law. The governance model adopted by EDP Renováveis therefore seeks, insofar as it is compatible with its personal law, to correspond to the Anglo-Saxon model set forth in the Código das Sociedades Comerciais, in which the management body is a Board of Directors, and the supervision and control duties are the responsibility of an Audit 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.
Although EDP Renováveis shares were only admitted to trading on Eurolist by Euronext Lisbon in mid-2008, 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 of Shareholders is the Company's highest governing body. It is a meeting of shareholders that, 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 is responsible for organising its proceedings. It is made up of the Chairperson of the Meeting, the Chairperson of the Board of Directors, or his 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.
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 |
|---|---|---|---|
| Chairman and | |||
| António Mexia | Director | 18/03/2008 | 18/03/2011 |
| Ana Maria | Vice-Chairman, | ||
| Fernandes | CEO | 18/03/2008 | 18/03/2011 |
| António Martins da | |||
| Costa | Director | 18/03/2008 | 18/03/2011 |
| Nuno Alves | Director | 18/03/2008 | 18/03/2011 |
| João Manso Neto | Director | 18/03/2008 | 18/03/2011 |
| Director | |||
| José Silva Lopes* | (Independent) | 04/06/2008 | 04/06/2011 |
| António Nogueira | Director | ||
| Leite* | (Independent) | 04/06/2008 | 04/06/2011 |
| Rafael Caldeira | Director | ||
| Valverde* | (Independent) | 04/06/2008 | 04/06/2011 |
| Director | |||
| José Araújo e Silva* | (Independent) | 04/06/2008 | 04/06/2011 |
| Manuel Menéndez | |||
| Menéndez* | Director | 04/06/2008 | 04/06/2011 |
| Director | |||
| Jorge Santos* | (Independent) | 04/06/2008 | 04/06/2011 |
| Francisco José | |||
| Queiroz de Barros de | Director | ||
| Lacerda* | (Independent) | 04/06/2008 | 04/06/2011 |
| João Manuel de | Director | ||
| Mello Franco* | (Independent) | 04/06/2008 | 04/06/2011 |
| João Lopes | Director | ||
| Raimundo* | (Independent) | 04/06/2008 | 04/06/2011 |
| Director | |||
| Daniel M. Kammen* | (Independent) | 04/06/2008 | 04/06/2011 |
| Director | |||
| Gilles August | (Independent) | 14/04/2009 | 14/04/2012 |
*Appointed in Agreement adopted by the General Meeting of EDP Renováveis, S.A. on the 14th of May 2008, to take office as member of the Board of Directors on the 4th of June 2008.
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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 Board members' professional and academic careers.
Finally, the shares of EDP Renováveis owned by each Board member are described in the table in Annex V.
The Chairperson of the Board 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 18 March 2008.

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 18 March 2008.

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 Board members.
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 4 June 2008 with competences including coordination of the implementation of Board and Executive Committee decisions, monitoring, leading and coordinating the management team, representing the company in dealings with third parties and other related duties.
| CEO | |
|---|---|
| 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 EDP Renováveis, was appointed on 4 December 2007.

Company Secretary Emilio García-Conde Noriega
The structure, competences and operation of the Executive Committee, Nomination and Remuneration 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 i) election of the Chairperson of the Board of Directors, ii) appointment of directors by cooption, iii) requests 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 committee currently consists of five (5) members, who were appointed on 4 June 2008, plus the Secretary.

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 Nomination and Remuneration Committee is a permanent body of a merely informative and advisory nature and its recommendations and reports are not binding.
The Nomination and Remuneration Committee currently consists of three (3) independent members, who were appointed on 4 June 2008, plus the Secretary.

| Nomination and Remuneration Committee | ||||
|---|---|---|---|---|
| Chairperson | Jorge Santos | |||
| João Lopes Raimundo | ||||
| Rafael Caldeira Valverde | ||||
| Secretary | Emilio García-Conde 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 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 4 June 2008, plus the Secretary.

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 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 4 June 2008, plus the Secretary.
| Audit and Control Committee | ||||
|---|---|---|---|---|
| Chairperson | Joâo Manuel de Mello Franco | |||
| José Silva Lopes | ||||
| Francisco José Queiroz de Barros de Lacerda | ||||
| Secretary | 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 may resign said positions while still remaining Company directors.
The structure, competences and functioning of the Audit and Control Committee are described in point 3.3.
EDP Renováveis has adopted the following organization chart for its management:

The EDP Renováveis management team consists of the Chief Executive Officer, four areas of responsibility (Chief Financial Officer, Chief Business Development Officer, and Chief Operating Officer for Europe and Chief Operating Officer for North America) and Company Secretary and Legal Counsel. The functions and competences of the management team, with the exception of the Chief Executive Officer, whose functions have already been described and who runs the management team, are as follows:
It is the Chief Financial Officer's job:
The job of the Chief Business Development Officer is to promote, direct and approve the development of EDP Renováveis business. In line with the strategic plan and in coordination with the other members of the management team, he must increase the value of the group's business portfolio, while watching the potential and risks 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.
It is the job of the Chief Operating Officer for Europe to coordinate the EDP Renováveis European platform in establishing, developing and implementing the EDP Renováveis group's strategic plan for the renewable energies business, drafting and implementing the strategic plan for Europe in accordance with the guidelines set by the Board of Directors of EDP Renováveis, 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 EDP Renováveis a leader in the renewable energy sector in Europe.
The Chief Operating Officer for North America is responsible for coordinating the North American platform of EDP Renováveis in establishing, developing and implementing the EDP Renováveis group's strategic plan for the renewable energies business, drafting and implementing the strategic plan for the United States, in accordance with the guidelines set by the Board of Directors of EDP Renováveis, 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 EDP Renováveis a leader in the renewable energy sector in the United States.
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 team meetings, including the circulation of its decisions.

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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.
As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.
Pursuant to Articles 10 and 19 et seq of the Articles of Association of EDP Renováveis, the Company's managing body is a Board of Directors, and there are four committees stemming from it. They are the Executive Committee, the Audit and Control Committee, the Nomination and Remuneration 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 fewer 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 Meetings in the Company's Articles of Association or applicable law. The Board is therefore expressly empowered to:
processes, judgments and proceedings, to consent to settlements, lodge all classes of appeal, including cassation and other extraordinary actions, to drop cases or settle, make concessions, submit disputes to arbitration, make all kinds of notifications and applications and grant powers to attorneys and other representatives to settle cases, with the authority for the case and those usual in general for lawsuits and special authority to grant and revoke these powers;
Regarding 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 or dates 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 13 May 2008. The regulations on the functioning of the Board are available to Company shareholders on 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 in the Company's interest. The Board of Directors held five (5) meetings during the year ended on 31 December 2009.
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. On exception, 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 writing to another Board member. 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:
Secretary of the Board of Directors, who shall be subject to the approval of the Board of Directors.
Thanks to the mechanisms set forth in the regulations, non-executive directors have encountered no difficulties in performing their duties.
In 2009, the non-executive directors were involved in the governance of EDP Renováveis 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 Nomination and Remuneration Committee, Committee on Related-Party Transactions and Audit and Control Committee, where all the members are non-executive, with the exception of the Committee on Related-Party Transactions, which has one executive director.
Pursuant to Article 27 of the Company's Articles of Association, the Executive Committee shall consist of no fewer 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 creation, 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. It has currently been delegated all the Board of Directors' powers that are delegable under the law and the articles of association legal, with the exception of: i) election of the Chairperson of the Board of Directors, ii) appointment of directors by cooption, iii) requests 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 4 June 2008 and also by the Board Regulations. The committee's regulations are available to 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 31 December 2009.
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 said meetings.
Meetings of the Executive Committee shall be 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 Nomination and Remunerations Committee shall consist of no fewer 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 and are all independent directors.
The Nomination and Remunerations Committee is made up of independent members of the Board of Directors, in compliance with Recommendation 44 of the Unified 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 27 December, which lays down that the Nomination 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 II.5.2 of the Portuguese Code of Corporate Governance.
The Nomination and Remunerations Committee is a permanent body of a merely informative and advisory nature and its recommendations and reports are not binding.
The Nomination and Remunerations Committee has no executive functions. The main functions of the Nomination and Remunerations Committee are to assist and report to the Board of Directors about appointments (including by cooption), re-elections, dismissals and remunerations of the Board and its positions, about the composition of the Board and the appointment, remuneration and dismissal of senior management personnel. The Nomination and Remunerations Committee shall also inform the Board of Directors on general remuneration policy and incentives to them and senior management. These functions include the following:
In addition to the articles of association, the Nomination and Remunerations Committee is governed by the Regulations approved on 4 June 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 2009 the main proposals made by the Nomination and Remunerations Committee were:
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.
Members of the Related Party Transactions Committee shall be considered independent if they can perform their duties without being conditioned by relations with EDP Renováveis, 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:
Should the Related Party Transactions Committee not ratify business or legal relations between EDP or its related parties and EDP Renováveis 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 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 EDP Renováveis or its related parties that have standard conditions and these conditions are applied in the same way in trasactions with parties not related to EDP and EDP Renováveis nor their respective related parties.
In addition to the Articles of Association, the Related Party Transactions Committee is governed by the regulations approved on 4 June 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 2009, the Related Party Transactions Committee revised, approved and proposed to the Board of Directors the approval of all agreements and contracts between related parties submitted for 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 EDP Renováveis business.
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 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 as follows:
In addition to the Articles of Association and the law, this committee is governed by the regulations approved on 4 June 2008 and also by the Board regulations. The committee's regulations are at the shareholders' disposal on www.edprenovaveis.com.
The committee shall meet at least once a quarter and additionally whenever its Chairperson sees fit. In 2009, 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 and disclosure of financial information, internal audit, internal control and risk management activities.
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 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 2009, the Audit 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, (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, (v) supervision of the quality, integrity and efficacy of the internal control system, risk management and internal auditing, (vi) reflection on the corporate governance system adopted by EDP Renováveis, (vii) analysis of the evolution of the SCIRF project, (viii) information about the whistle-blowing.
The Audit and Control Committee found no constraints during its control and supervision activities.
A report on the activities of the Audit Committee in the year ended on 31 December 2009 is available to shareholders at www.edprenovaveis.com.
Following the recommendations of the CMVM, Article 12 of the Board regulations requires at least twenty-five percent (25%) of the Board members 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:
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 137 of the Public Company 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 Board members 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 137 of the Public Company Law, the Board of Directors may co-opt people from the shareholders, who will occupy the position until the first General Meeting, which shall ratify the co-opted director. Pursuant to Article 139 of the Public Company 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 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.
EDP Renováveis has signed no contracts with the members of the corporate bodies at the close of 2009.
Regarding related party transactions, EDP Renováveis 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 EDP Renováveis subgroup.
The framework agreement was signed by EDP and EDP Renováveis on 7 May 2008 and 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 EDP Renováveis and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDP Renováveis. EDP Renováveis 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 EDP Renováveis 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 or indirectly owns more than 50% of the share capital of EDP Renováveis or appoints more than 50% of its directors.
On 4 November 2008 EDP and EDP Renováveis signed an Executive Management Services Agreement.
Through this contract, EDP provides management services to EDP Renováveis, including matters related to the day-to-day running of the Company. Under this agreement EDP appoints four people to form EDPR's Executive Committee, for which EDP Renováveis pays EDP an amount for the services rendered. Until 30 of April of 2009 the CEO remuneration was also covered by this contract.
Under this contract, EDP Renováveis is due to pay an amount of EUR 1,453,441.23 for management services rendered by EDP through 2009.
The initial term of the contract is 18 March 2011.
The finance agreements between EDP Group companies and EDP Renovaveis Group companies were established under the above described Framework Agreement and currently include the following:
EDP Renovaveis (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 both in EUR and USD, usually have a 10-year tenor and are remunerated at rates set on arm's length basis. As at 31st December 2009, such loan agreements totalled EUR 822,918,847.72 and USD 1,884,481,823.97.
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 EDP Renovaveis, Nuevas Energias de Ocidente 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.
EDP Renováveis will be jointly liable for compliance by EDPR EU and EDPR NA.
The subsidiaries of EDP Renováveis 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 arm'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 say subsidiary.
EDP Sucursal and EDP Renovaveis signed an agreement through which EDP Sucursal manages EDP Renovaveis`s cash accounts. The agreement also regulates a current account between both companies, remunerated on arm's length basis. As at 31st December 2009, the current account had a balance of EUR 35,042,724.62 in favour of EDP Renováveis.
The agreement is valid for one year as of date of signing and is automatically renewable for equal periods.
In order to manage its US\$ cash surplus, at 31st December 2009 EDP Renováveis had two short term deposits placed with EDP Finance BV in the total amount of US\$ 370,675,000.00. The two short term deposits mature on January 2010.
Due to the net investment in EDPR NA, the company and Group accounts of EDP Renováveis and the accounts of EDP Sucursal, 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 Euros, between EDP Sucursal and EDP Renováveis for a total amount of USD 2,632,613.00.
EDP Sucursal and EDP Renováveis 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 31, 2009, a total amount of EUR 87,660,918.51 remained outstanding.
EDP and EDPR EU entered into several hedge agreements related with the expected sales of energy in the Spanish market and due between March 2009 and December 2010 for a total volume of 3,357 MWh (1,991 MWh regard 2009 hedged generation and for 1,366 MWh regard 2010 hedged generation) at market forward prices in each contract.
On May 14, 2008, EDP and EDP Renováveis 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, EDP Renováveis 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 2009 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 EDP Renováveis. EDP may also terminate the agreement in case of non-payment or breach of contract.
The licensing agreement is restricted by the terms of the framework agreement.
On June 4, 2008, EDP and EDP Renováveis 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 2009 the estimated cost of these services is EUR 2,781,506.
The duration of the agreement is one (1) year tacitly renewable for equal periods.
On May 13, 2008, EDP Inovação, S.A. (hereinafter EDP Inovação), an EDP Group company, and EDP Renováveis signed an 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 exchange of knowledge between companies and the establishment 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 EDP exercises its option to undertake them.
The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or appoints the majority of the members of the Board and Executive Committee of the parties to the agreement.
On January 1, 2003, Enernova – Novas Energias, S.A. (hereinafter Enernova), leader of the EDP Renováveis 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 Enernova 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 Enernova and its subsidiaries for the services provided in 2009 totaled EUR 748,634.81.
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 1, 2008.
Either party may renounce the contract with one (1) year's notice.
Along with the maintenance of the traditional mechanisms related to the control process of preparing financial information (based in the definition of functions and responsibilities, implementation of support systems, decision workflows and communication of accounting
criteria, internal supervision, supervision by the Audit and Control Committee and in the execution of financial audits by an external and independent firm), EDP Renováveis Group decided to implement an Internal Control System over Financial Reporting (ICSFR) following the COSO (Committee of Sponsoring Organizations) framework, international reference in this subject.
This system, implemented in the European platform and in process of implementation in the American platform, includes description, detailed documentation and evaluation of control at a process level relevant for the financial reporting and at Entity Level Control's level.
In line with this decision, during 2009 were developed the inherent activities for the updating of the scope, extension to new geographies and to the organization in general, as well as the activities related to the executive level responsibilities in terms of maintenance, controls execution and global conformity certification by means of an auto-certification.
With respect to the American platform, the implementation of the Internal Control System started in 2009, and its documentation and systematization will be revised in 2010, after SAP software implementation in the financial areas.
In 2009, the Executive Committee approved the Model of Responsibilities of the Internal Control System, applicable to the group. The Model describes the main functions and responsibility levels to guarantee the commitment of the organization and an adequate effectiveness of the system.
The Audit and Control Committee supervises the whole process and makes a continuous follow-up of its development and of the evolution of the items in need for remedy identified during the evaluation.
The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:
Remuneration for electricity sold by EDP Renováveis wind farms depends, in part, on 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, the technological mix of installed generation capacity and user demand. Therefore, a decline in market prices below anticipated levels could have a material adverse effect on EDP Renováveis' business, financial condition or results of operations. 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 the company may face other difficulties in executing the hedging strategy.
As of December 31, 2009, 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 the remaining countries, prices are mainly determined through regulated tariffs (France and Portugal) or managed through long-term power purchase agreements (Brazil, Poland, and Belgium).
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 of selling this electricity through regulated tariffs, guaranteeing minimum prices. In 2009 the company closed a hedge in order to mitigate the effect of pool price fluctuations.
The development and profitability of renewable energy projects is dependent on policies and regulatory frameworks that support such development. The jurisdictions in which EDP Renováveis operates provide various 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 U.S. federal and state bodies have regularly reaffirmed their desire 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, agreed in December 2008, requires each member state to increase its share of renewable energy in the bloc's energy mix to raise the overall share from 5.5% level in 2005 to 20% in 2020. Additionally EU countries have interim targets in order to ensure a steady progress towards it 2020 target. For these reason they must present national action plans (NAPs) based on the indicative trajectories to the European Commission by 30 June 2010, followed by progress reports submitted every two years. Therefore, EU countries must have short and long term renewables strategies which will be monitored and tracked by the EU authorities.
US, on the contrary, has not mandatory energy targets at a federal level. However, under the Obama Administration, renewables 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.
Nevertheless, it cannot be guaranteed that support will be maintained or than the electricity produced by future renewable energy projects will benefit from statutory purchase obligations, tax incentives, or other support measures for the generation of electricity from renewable energy sources
EDP Renováveis belongs to the most prestigious wind energy associations, both at national and international level. EDP Renováveis is member of "La Asociación Empresarial Eólica" (Spain), "APREN" -Associação Portuguesa de Produtores de Energia Eléctrica de Fontes Renováveis- (Portugal), Le Syndicat des Energies Renouvelables (France), ANEV (Italy), BWEA (UK) and PIGEO (Poland). In the US, EDP Renováveis participates in the following wind associations: AWEA (American Wind Energy Association), Wind on the Wires (Mid West) and CEERT (California). At an international level, EDP Renováveis belongs to the EWEA (European Wind Energy Association), which is today the biggest wind energy network.
Being an active member in all these associations allows EDP Renováveis to keep abreast of any regulatory change, and represent wind energy sector's interests when required by the governments.
EDP Renováveis business is focused on the production of electricity from renewable energy sources. The amount of energy generated by, and the profitability of wind farms is dependent on climatic conditions, which vary across the locations of the wind farms, the seasons and years. Because turbines will only operate when wind speeds fall within certain specific ranges that vary by turbine type and manufacturer, if wind speeds fall outside or towards the lower end of these ranges, energy output at wind farms would decline.
Variation 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 results of operations. Furthermore, a sustained decline in wind conditions could lead to reductions in operational efficiency, energy production and profitability.
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 farm in each country. This "portfolio effect" enables to offset wind variations in each area and to keep the total energy generation relatively steady.
Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.
EDP Renováveis is not highly exposed to this risk as its large volume limits the availability risk as economies of scale protect the company against unforeseen events. Nevertheless, EDP Renováveis mitigates the wind turbine performance risk by implementing the following measures.
Firstly, EDP Renováveis mitigates wind turbine performance 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 guarantee.
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 guarantee 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 mitigated with an adequate 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 signed with the turbine supplier.
Finally, EDP Renováveis has in place a LEAN Project. LEAN is a continuous improvement program that aims to achieve the following:
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.
Wind farms are subject to strict international, national, state, regional and local regulations relating to the development, construction, licensing and operation of power plants. Among other things, these 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 possibility of obtaining such permits. If authorities do not grant these permits or they do so with delays or with restrictions, such actions could have a material adverse effect on the business
Permitting risk is mitigated by the fact that EDP Renováveis in present in different countries: Spain, Portugal, France, Belgium, Poland, Romania, UK, US and Brazil. Additionally, the company has a large pipeline of projects that provide a "buffer" to overcome potential problems in the development of other projects, ensuring the growth targets.
Finally, EDP Renováveis mitigates development risk creating partnerships with local partners.
Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:
Last 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 creating a more favourable scenario for EDP Renováveis. The company is exploring the possibility to contract part of its expected turbine supply needs in this favourable situation.
EDP Renováveis uses a large mix of turbine supplier in order to reduce its dependency on any one supplier. At present EDP Renováveis is one of the generators with a more diversify portfolio, being Vestas and Gamesa the most important suppliers. 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. The next chart represents the share of EDP Renováveis current installed turbines plus contracted ones until 2010.
EDP Renováveis has traditionally been securing its wind turbines by establishing long-term flexible agreements with several major turbine vendors. Frame agreements enabled EDP Renováveis to have available turbine when needed, but in the current context, they could prevent the company to capture the drop in turbine prices. For this reason EDP Renováveis is renegotiating frame agreements as well as negotiating more flexible agreements for the next years. By monitoring market trends, EDP Renováveis can reach these agreements with suppliers when market conditions are favourable. Additionally, when contracting large volumes, EDP Renováveis can obtain better prices and conditions that mitigate the effect of general increases in assets prices.
EDP Renováveis is exposed to fluctuations in interest rates as result of financing, operations in particular, financing by means shareholder loans from the EDP Group and financing from institutional investors in connection with its Partnerships Structures in the case of the US operations, as well as, project financing and third party loan financing from entities outside the EDP Group. This risk can be mitigated using hedging instruments, including interest rate swaps, but it cannot be guaranteed that the hedging efforts will operate successfully.
Finally, 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 with the EDP Group's risk management policy. Financial instruments are used to minimize potential adverse effects resulting from the interest rates and foreign exchange rates risks on its financial performance.
The execution of financial risks management of EDP Renováveis Group is undertaken by the Financial Department of EDP, in accordance with the policies approved by the Board of Directors of EDP Renováveis. The Financial Department identifies, evaluates and submits to the Board for approval, 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.
The Group'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, the Group contracts 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.
The EDP Renováveis Group has a portfolio of interest-rate derivatives with maturities between approximately 1 and 10 years. The EDP Group's Financial Department undertakes sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations.
The Group 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.
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 the Group consists of undertaking derivative financial instruments for the purpose of hedging foreign exchange risks with characteristics similar to those of the hedged item. The operations are revalued and monitored throughout their useful lives and, periodically, their effectiveness in controlling and hedging the risk that gave rise to them is evaluated.
Counterparty risk is the risk that the other party in an agreement will default, either due to temporary liquidity issues or longer term systemic issues.
The EDP Renováveis Group 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, therefore, it cannot be considered that there is 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 limited average collection 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 terms of PPA contracts. In the light of this, counterparty risk is carefully evaluated taking into account 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 the Group will not be able to meet its financial obligations as they fall due.
The Group 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 unacceptable losses or risking damage to the Group's reputation.
Given the current condition of the debt market, it could be difficult to cover the financial requirements needed to carry out the Group'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.
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.
The Audit and Control Committee remains in contact with the auditors 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 for in legislation on audits and in auditing standards in effect at any time.
The auditor appointed by EDP Renováveis at the moment is KPMG Auditores S.L.
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 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.
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 EDP Renováveis 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.
EDP Renováveis creation of this channel for whistle-blowing on irregularities in financial and accounting practices is essentially intended:
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. S/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 Committee receives all the communications and presents a quarterly report to the members of the Committee.
In 2009 there were no communications regarding any irregularity in EDP Renováveis.
The General Meeting of Shareholders is the Company's highest governing body and is a meeting of shareholders 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 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.
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. EDP Renováveis therefore does not even establish the need to block shares as a requirement for shareholders to participate in 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, EDP Renováveis plans to adopt Recommendation I.2.2 of the 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 EDP Renováveis 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 on www.edprenovaveis.com.
Both ordinary and extraordinary General Meetings are validly constituted when first called to order if the shareholders present or represented own at least thirty-three percent (33%) of the subscribed capital with voting rights and when called to order a second time if the shareholders present or represented own at least twenty-five (25%) of the subscribed capital with voting rights.
Nonetheless, for ordinary or extraordinary General Meetings to be able to pass valid decisions on the issue of bonds, increases or reductions in share capital, conversion, merger or split of the Company and, in general, any amendments to the Articles of Association, shareholders representing fifty percent (50%) of the subscribed capital with voting rights must be present or represented when the meeting is first called to order and thirty-three percent (33%) of the subscribed capital with voting rights when the meeting is called to order a second time.
An ordinary or extraordinary General Meeting shall adopt its decisions by simple majority of votes of shares with voting rights present or represented. Nonetheless, for the decisions referred to in the previous paragraph, when shareholders representing less than fifty percent (50%) the subscribed capital with voting rights are present or represented, decisions may only be validly adopted with a vote in favor of two-thirds (2/3) of the capital with voting rights present or represented at the meeting.
On the 24th of February 2010, the Board of Directors approved to propose to the next General Meeting a modification of the Article 17 of the Articles of Association to establish the quorums require by Law.
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 s/he 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 Luso-American Development Foundation, Rua do Sacramento à Lapa, 21, 1249-090 Lisbon.
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 EDP Renováveis has the appropriate human and logistical resources for his needs, considering the economic situation of EDP Renováveis, in that, in addition to the resources from the Company Secretary and the legal support provided for the purpose, the Company hires a specialised entity to collect, process and count votes.
In 2009, the remuneration of the Chairperson of the General Meeting of EDP Renováveis was EUR 15,000
Given that EDP Renováveis has been a listed company since 4 June 2008 with its shares admitted to trading on Eurolist by Euronext Lisbon, shareholders have access to corporate governance information on 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. The publishing of the minutes will begin after the first General Meeting held after the Company's admission to trading.
Given the personal nature of the information involved, the history does not include attendance lists at general meetings, although, in accordance with CMVM Circular no. 156/EMIT/DMEI/2009/515, when General Meetings are held, EDP Renováveis plans to replace them by statistical information indicating the number of shareholders present and distinguishing between the number of physical presences by mail.
EDP Renováveis considers that materially relevant information to investors does not include all the content of the minutes. Indeed, their publication in full could be used for purposes unrelated to the interest of the company, shareholders, investors and the market in general.
EDP Renováveis 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 EDP Renováveis 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 EDP Renováveis. 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 I.6.1 of the CMVM Code of Corporate Governance.
On the other hand, EDP Renováveis 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 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 a change in control of the Company.
Pursuant to Article 26 of the Company's Articles of Association, the remuneration of the members of its Board of Directors shall consist of a fixed amount to be determined by the General Meeting for the whole Board 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 Nomination and Remunerations Committee is responsible for proposing to the Board of Directors, albeit 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 also may 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 Nomination and Remunerations Committee.
The maximum remuneration approved by the General Meeting of Shareholders for 2009 for all the members of the Board of Directors is EUR 2,500,000.
Although 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 activity of EDP Renováveis) are not remunerated and so in 2009 the remuneration paid directly by EDP Renováveis to these directors was zero.
This corporate governance practice for remuneration is in line with the model adopted by the EDP Group, in which 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, EDP Renováveis has signed an Executive Management Services Agreement with EDP, under which the Company bears a cost for the provision of said services corresponding to the remuneration defined for the executive members of the Board of Directors.
The fees in the management service contract are divided into a fixed and a variable component. The variable component is divided into an annual and a multi-annual dimension, each of which is calculated on the basis of shareholders' return, ability to create value, increases in installed capacity (MW), growth in net profits and EBITDA.
The remuneration of the CEO has a fixed and a variable component. The variable part is divided into an annual and a multi-annual dimension, each of which is calculated on the basis of shareholders' return, ability to create value, increases in installed capacity (MW), growth in net profits and EBITDA.
On the other hand, the non-executive directors only receive fixed remuneration, which is calculated on the basis of their work exclusively as directors or cumulatively with their membership of the Nomination and Remunerations Committee, Related Party Transactions Committee and the Audit and Control Committee.
EDP Renováveis has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its directors.
The remuneration of the members of the Board of Directors for the year ended on 31 December 2009 was as follows:
| Euros | ||||
|---|---|---|---|---|
| Variable | ||||
| Remuneration | Fixed | Annual | Multi-annual | Total |
| Executive Directors | ||||
| António Mexia* | 0 | 0 | 0 | 0 |
| Ana Maria Fernandes (CEO)* * | 246,857 | 0 | 0 | 246,857 |
| Antonio Martins da Costa* | 0 | 0 | 0 | 0 |
| Nuno Alves* | 0 | 0 | 0 | 0 |
| João Manso Neto* | 0 | 0 | 0 | 0 |
| Non- Executive Directors | ||||
| José Silv a Lopes | 60,000 | 0 | 0 | 60,000 |
| António Nogueira Leite | 60,000 | 0 | 0 | 60,000 |
| Rafael Caldeira Valv erde | 55,000 | 0 | 0 | 55,000 |
| José Araújo e Silva | 0 | 0 | 0 | 0 |
| Manuel Menéndez | ||||
| Menéndez | 0 | 0 | 0 | 0 |
| Jorge Santos | 60,000 | 0 | 0 | 60,000 |
| Francisco José Queiroz de | ||||
| Barros de Lacerda | 60,000 | 0 | 0 | 60,000 |
| João Manuel de Mello | ||||
| Franco | 80,000 | 0 | 0 | 80,000 |
| João Lopes Raimundo | 55,000 | 0 | 0 | 55,000 |
| Daniel M. Kammen | 45,000 | 0 | 0 | 45,000 |
| Gilles August | 33,750 | 0 | 0 | 33,750 |
| Total | 755,607 | 0 | 0 | 755,607 |
* With exception of the CEO, the members of the Executive Committee have not received any remuneration from EDP Renováveis. Nonetheless EDP Renováveis has entered in an Executive Management Services Agreement with EDP pursuant to which EDP Renováveis is due to pay to EDP an amount of EUR 884,481 for the services rendered by EDP in 2009.
** The amount refers to the period between May and December 2009. Through the Executive Management Services Agreement, EDP Renováveis is due to pay EDP an additional amount of EUR 568,960 that includes fixed remuneration related to the period from January to April and variable remuneration related with 2008.
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 | ||||
|---|---|---|---|---|
| Variable | ||||
| Remuneration | Fixed | Annual | Multi-annual | Total |
| Management Team | ||||
| Management Team | 928,315 | 550,000 | 163,359 | 1,641,674 |
The Nomination and Remuneration Committee appointed by the Board of Directors is responsible for defining the draft remuneration policy for the members of the Board of Directors. This committee defined the directors' remuneration and sought to ensure that it reflected the performance of all members in each year (variable annual remuneration) and their performance throughout their terms of office by means of a variable component consistent with the maximization of the Company's long-term performance (multi-annual variable remuneration). This is intended to ensure alignment of the Board of Directors' behaviour with the shareholders' interests. A statement on remuneration policy will be submitted to the next General Meeting, for appreciation as a separate point on the agenda of a consultative nature. It is currently in force (with no alterations), on the following terms:
Fixed remuneration for the CEO is EUR 384,000 gross annual salary and will be determined for the remaining members on terms fixed by the EDP Group.
Variable annual remuneration for each Executive Committee member may vary between 0% and 100% of their gross, fixed, annual remuneration. It only comes into effect if at least 90% of the strategic goals have been met. The amount is determined on the basis of the following indicators on each year of their term: relative performance of total shareholder return of EDP Renováveis vs. Eurostoxx Utilities, PSI-20 and Iberdrola Renováveis 2009, real capacity to generate shareholder value at EDP Renováveis, increase in installed capacity (MW), growth in net profits and EDP Renováveis EBITDA in 2009.
Multi-annual variable remuneration for all members of the Executive Committee may total from 0% to 100% of their gross tri-annual remuneration and is based on an accumulated annual evaluation of the directors' performance in achieving economic sustainability for the EDP Renováveis Group. Although this multi-annual remuneration is calculated annually, it only comes into effect at the end of their term of office if at least 90% of the strategic goals have been met. This is assessed on the basis of performance and a comparison with strategic benchmarks. In fact, the factors used to calculate the remuneration component are the relative performance of the EDP Renováveis Group's market capitalisation vs. Eurostoxx Utilities and PSI-20 during the term, the EDP Renováveis Group's capacity to create value, the performance of the Sustainability Index applied to EDP Renováveis (DJSI method), the EDP Renováveis Group's image in the national and international markets (through brand audit and surveys), its capacity to change and adapt to new market requirements (through surveys), fulfilment of strategic national and international targets and the EDP Renováveis Group's EBITDA margin vs. Eurostoxx Utilities during their term.
The time period considered for determining the multi-annual dimension of the component of their remuneration (3 years), the use of qualitative criteria aimed at a strategic, medium-term perspective in the Company's development, the existence of a cap on variable remuneration and the relative weight of this component on total remuneration are decisive factors in fostering management performance that does not focus solely on short-term objectives but includes the medium and long term interests of the Company and its shareholders.
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 substantial non-monetary benefits as remuneration.
The Board of Directors is responsible for fixing managers' remuneration policy (as understood in Article 248-B(3) of the Securities Code) who do not belong to the governing or supervisory bodies.
The Board will therefore submit the managers' remuneration policy to the next General Meeting for appreciation. It is based on the following factors:
The General Meeting is responsible for appointing the Board of Directors, which appoints the Nomination and Remuneration Committee, which is responsible for submitting the statement on remuneration policy for the Company's corporate bodies.
The General Meeting's duties include appraising the above mentioned statement.
Pursuant to Article 95 of the Public Company Law, the General Meeting is also required to evaluate the performance of the corporate public bodies and make an annual decision as whether to maintain confidence in their members.
All the members of the Nomination and Remuneration Committee will be present or represented at the first General Meeting of Shareholders of EDP Renováveis.
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 31 December 2009, the fees to KPMG Auditores, S.L. for auditing of the annual accounts, guarantee and reliability services, tax advisory and other services unrelated to audits are as follows:
| € | |||||
|---|---|---|---|---|---|
| Countries | Auditing and Legal Revision of accounts |
Relaiability guarantee services |
Tax consultancy services |
Other services different from Auditing and Legal Revision of Accounts |
Total |
| PORTUGAL | 166,200 | - | - | - | 166,200 |
| ESPANHA | 687,597 | 99,813 | 331,491 | - | 1,118,901 |
| BRASIL | 35,824 | 35,824 | |||
| BRL 99.700 | - | - | - | ||
| EUA | 694,403 | 208,680 | 659,214 | 1,562,297 | |
| USD 965.000 | USD 290.000 | USD 916.098 | |||
| OUTROS | 217,909 | 13,900 | 6,000 | 237,809 | |
| EUR 151.750 | |||||
| PLN 188.250 | PLN 28.090 | ||||
| RON 130.000 | |||||
| TOTAL | 1,801,933 | 322,393 | 996,705 | 0 | 3,121,031 |
The accounts audit services are those necessary for the issue of a legal opinion on the individual and consolidated annual accounts of the company and its subsidiaries in Spain and abroad.
The shares representing the EDP Renováveis share capital were initially admitted to trading in the official stock exchange NYSE Euronext Lisbon on the 4 June 2008, in the largest Initial Public Offering launched in Western Europe of the year 2008.
EDP Renováveis has 872,308,162 ordinary shares, with a face value of EUR5.00 representing 100% of the share capital, admitted to trading in the NYSE Euronext Lisbon market. The free float since the IPO is 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 ISIN |
EDPR.LS EDPR PL ES0127797019 |
In 2009, EDP Renováveis' share price rose by 33%, closing the year at EUR6.63 each. In the same period, the PSI20 and the Euronext 100 increased by 33% and 25%, respectively, while the Dow Jones Eurostoxx Utilities fell 1%.


During the year 256,979,419 EDP Renováveis shares, corresponding to a turnover of approximately EUR1,676 billion were traded. On average, at Euronext Lisbon, EDP Renováveis daily trade volume was around 1 million shares per day.
EDP Renováveis ended the year with a market capitalization of EUR5.8 billion, making it the fourth largest listed company in Portugal.

2009 EDP Renováveis share price and transactions
| Capital Market Indicators | |||
|---|---|---|---|
| EDP Renováveis Shares in NYSE Euronext Lisbon (EUR) | 2009 | 2008 | |
| Opening price* | 5.00 | 8.00 | |
| Closing price | 6.63 | 5.00 | |
| Peak price | 7.75 | 8.00 | |
| Minimum price | 5.00 | 3.45 | |
| Variation in Share Price and Reference Indices | 2009 | 2008 | |
| EDP Renováveis | 33% | -37% | |
| PSI20 | 33% | -51% | |
| Dow Jones Eurostoxx Utilities | -1% | -38% | |
| Euronext 100 | 25% | -45% | |
| Liquidity of EDP Renováveis Shares in the Market | 2009 | 2008 | |
| Volume in NYSE Euronext (€ million) | 1,676.0 | 1,646.0 | |
| Daily average volume (€ million) | 6.4 | 11.0 | |
| Number of shares traded | 256,979,419 | 215,951,049 | |
| Average number of shares traded | 984,595 | 1,459,129 | |
| Total shares issued | 872,308,162 | 872,308,162 | |
| Number of own shares | 0 | 0 | |
| EDP Renováveis Marker Value (€ million) | 2009 | 2008 | |
| Market capitalization at end of period | EUR 5,783 | EUR 4,364 |
The graph below shows the evolution in EDP Renováveis prices over the year and all announcements and relevant events that may had impact on them.

Jan/09 Jan/09 Feb/09 Mar/09 Apr/09 May/09 May/09 Jun/09 Jul/09 Aug/09 Sep/09 Oct/09 Oct/09 Nov/09 Dec/09
1 20-Jan 2 17-Feb 3 26-Feb 4 18-Mar 5 14-Apr 6 22-Apr 7 6-May 8 16-Jul 9 29-Jul 10 1-Sep 11 1-Sep EDPR announces the financial results for the 1st-quarter 2009 EDPR announces provisional operating data for the 1st half 2009 EDPR announces provisional 2008 operating data EDPR announces provisional 2008 results EDPR announces provisional operating data for the 1st quarter 2009 US treasury approves EDPR's first cash grant EDPR announces the financial results for the 1st half 2009 EDPR establishes a new type of institutional partnership structure for 101 MW in the US Date Descripton Approval of key energy-related incentives in the US applicable to EDPR NA EDPR increases its presence in the Brazilian market EDPR annual shareholder meeting
The distribution of dividends is proposed by the Board of Directors or EDP Renováveis and authorized by decision of the company's General Meeting of Shareholders. As set forth in the Spanish Public Company Law, a dividend declared in each financial year may only be distributed from EDP Renováveis profits for that year or from distributable reserves and this distribution must not cause the assets of EDP Renováveis to fall below the value of the company's share capital.
As of 2011, EDP Renováveis expects to declare and pay dividends representing at least 20% of the profits for the year and to begin to do so for the financial year ending on 31 December 2010. The Board of Directors of EDP Renováveis may, if necessary, adjust this dividend policy in order to reflect changes in business strategy and capital needs, among other aspects. Any future dividends will depend on conditions at the time, including individual and consolidated net profits, earnings, the company's financial situation, availability of legally distributable funds and future prospects. As a result, no guarantee can be given that dividends will be proposed and declared in any particular year. Any dividends paid in the future may be subject to withholding of tax at source.
Provide information to actual and potential investors about the Company is a structural aspect of EDP Renováveis policy and action as a listed company. The promotion of transparent, easily accessible, high-quality information is of fundamental importance to an accurate perception of the company's strategy, financial situation, accounts, assets and significant events.
EDP Renováveis therefore seeks to provide investors with information that will help them make informed, clear, concrete investment (or divestment) decisions.
This Company positioning is demonstrated by the relative frequency with which it publishes privileged information on significant events in its activities each year.
The periodic publication of information on the company, such as the quarterly announcement of results, as required by law, is an important feature of the company's relationship with the market when it comes to the duty to inform.
EDP Renováveis considers its website a fundamental vehicle for circulating information and uses it to ensure that up-to-date information on its activities and results is always available. EDP Renováveis therefore wishes to maintain a close ongoing, transparent relationship with all market agents.
The EDP Renováveis Investor Relations Department (IRD) acts as an intermediary between the EDP Renováveis 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 EDP Renováveis 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:

Calle Serrano Galvache, nº 56 Centro Empresarial Parque Norte Edificio Encinca – 4º Floor 28033 Madrid, Spain Telephone: +34 902 830 700 Fax: +34 914 238 410 E-mail: [email protected]
The IRD reports directly to the EDP Renováveis management team through its Chief Financial Officer (CFO) and its main duties are:
During 2009, EDP Renováveis' IRD pursued its market activities, meeting with more than 450 institutional investors in Europe and the United States, surpassing the meetings held in 2008, in clear evidence of investor's high interest in the company and its strategy.
The IRD of EDP Renováveis held several events, as road shows, presentations to investors and analysts, meetings and conference calls and was as well present in several conferences to present the company and to answer queries about its activities and business environment. Along 2009, the Investor Relations Department carried out road shows in the world's main financial cities (New York, Boston, San Francisco, Chicago, Denver, Miami, London, Frankfurt, Lisbon, Edinburgh, Helsinki, Copenhagen, Paris, Geneva, Zurich, etc) and several meetings and reverse road shows were held in the company's offices in Madrid and Houston.
On each earnings announcement, EDP Renováveis' IRD promoted a conference call with webcast access, where the company's management announces the development of EDP Renováveis activities and updates futures prospects in the different business areas. On these conference calls, shareholders, investors, analysts and all the interested parties had the opportunity to discuss with EDP Renováveis' management the company's results and its future expectation and strategy, and hear from the company's management its point of view of the current issues. The Investor Relations Department also remained in permanent contact with the financial analysts who evaluate the company and with all shareholders and investors by mail, phone or face-to-face meetings.
As required by CMVM regulations, EDP Renováveis provides all legal and corporate governance information on its website (www.edprenovaveis.com). The company website also carries updates on developments in the Group's activity and financial and operational data to ensure that shareholders, financial analysts and others have easy access to information. This online information includes data on reports on accounts, announcements of relevant events, the articles of association with its modifications, internal regulations of corporate bodies, Group's shareholder structure, preparatory documentation for each General Meeting, fluctuations in EDP Renováveis share prices and other information of potential interest on the Group.
This information also includes data on the company, such as its name, status as a listed company, registered office, articles of association, regulations governing the management and supervisory bodies, names of the members of the corporate bodies and the market relations representative. Contact details for the Investor Relations Department, its functions, financial statements and a calendar of company events are also available.
EDP Renováveis posts on its website invitations to the General Meeting and proposals for discussion and voting at the meeting.
EDP Renováveis also publishes online the annual report on the work of the Audit Committee. The table below summarises the information posted on the website and in which languages used.
| Portuguese | English | Spanish | |
|---|---|---|---|
| Identification of the company | √ | √ | √ |
| Financial statements | √ | √ | √ |
| Regulations of the management and supervisory bodies |
√ | √ | √ |
| Audit Committee Annual report | √ | √ | √ |
| Investor Relations Department - functions and contact details |
√ | √ | √ |
| Articles of association | √ | √ | √ |
| Calendar of company events | √ | √ | √ |
| Invitation to General Meeting | √ | √ | √ |
| Proposal submitted for discussion and voting at General Meetings |
√ | √ | √ |
| Minutes of the General Shareholders' Meeting |
√ | √ | √ |
| Name | Positions |
|---|---|
| António Mexia | |
| CEO of EDP-Energias de Portugal, S.A. | |
| Ana Maria Fernandes | |
| Member of the Board of Directors of EDP-Energias de Portugal, SA | |
| António Martins da Costa | |
| CEO and Vice-Chairperson of EDP Energias do Brasil, SA | |
| CEO and Chaiperson of Horizon Wind Energy LLC | |
| Nuno Alves | Member of the Board of EDP-Energias de Portugal, SA |
| Director of the Foreign Exchange and Capital Division of Millennium BCP Investimento | |
| Member of the Executive Board of Directors of EDP-Energias de Portugal, SA (CFO) | |
| João Manso Neto | |
| Chairperson of the Executive Committee of EDP Produção | |
| CEO Vice-Chairperson of Hidroeléctrica del Cantábrico, SA | |
| Member of the Executive Board of Directors of EDP-Energias de Portugal, SA | |
| José Silva Lopes | |
| Chairperson of the Board of Directors Montepio Geral | |
| António Nogueira Leite | Board Member of the Institituto Português de Relações Internacionais, UNL |
| Director of Reditus, SGPS, SA | |
| Managing 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 | |
| Director of Brisa, SA | |
| Director of Efacec Capital, SGPS, SA | |
| Director of Comitur, SGPS, SA | |
| Director of Comitur Imoboiliária, SA | |
| Director of Expocomitur-Promoções e Gestão Imobiliária, SA | |
| Director of Heredade do Vale da Fonte-Sociedade Agricola, Turística e Imobiliária, SA | |
| Director of Sociedade Imobiliária e Turística do Cojo, SA | |
| Director of Sociedade Imobiliária da Rua das Flores, nº 59, SA | |
| Director of José de Mello Saúde, SGPS, SA | |
| Vice-Chairperson of the Advisory Board do Banif Banco de Investimentos | |
| Chairperson of the Board General y de Supervisión de Opex, SA | |
| Member of the Advisory Board of IGCP | |
| Rafael Caldeira Valverde | Vice-Chairperson of Fórum para a Competitividade |
| Vice-Chairperson of the Board of Directors Banco Espirito Santo de Investimento, SA | |
| Member of the Executive Committee of Banco Espirito Santo de Investimento, SA | |
| José Araujo e Silva | |
| Director of Corticeira Amorim, SGPS, SA | |
| Member of the Executive Committee of Corticeira, SGPS, SA | |
| Member of the Board of Directors of Caixa Geral de Depósitos | |
| Manuel Menéndez Menéndez | |
| Member of the Board of Directors of EDP-Energias de Portugal, SA | |
| Chairperson of Cajastur Chairperson of Hidroeléctrica del Cantábrico, SA |
|
| Chairperson of Naturgas Energía, SA | |
| Member of the Board of Directors of Nuevas Energías de Occidente, SL | |
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |
| Member of the Board of Confederación Española de Cajas de Ahorro | |
| Member of the Board of UNESA | |
| Jorge Santos | |
| Full Profesor of Economics at Instituto Superior de Economia e Gestão, da Universidade Técnica | |
| Member of the Assembly of Representatives of Instituto Superior de Económica y Gestión de la | |
| Coordinator of the PhD course in Economics at ISEG Member of the Assembly of Representatives at Instituto Superior de Económica e Gestiao da |
|
| Lacerda | |
| Member of the Board of Banco Comercial Português, SA | |
| Member of the Board Mague-SPGS, SA | |
| João Manuel de Mello Franco | |
| Director of Portugal Telecom SGPS, SA | |
| Chairperson of the Audit Committee of Portugal Telecom SGPS, SA | |
| Member of the Remunerations Committee of Portugal Telecom SGPS, SA | |
| João Lopes Raimundo | Chairperson of the Corporate Governance Committee of Portugal Telecom SGPS, SA |
| Chairperson of the Board of Banque BCP (Luxemburgo) | |
| Chairperson of the Board of Directors of Banque BCP (Francia) | |
| Member of the Board of Banque Orive BCP (Suiza) | |
| Managing Director ofl Banco Comercial Português | |
| Vice-Chairperson of the Board of Millenniun Angola | |
| Member of the Board of Banco Millennium BCP de Investimiento | |
| Daniel M. Kammen | |
| Founding Directors Renewable and Appropiate Energy Laboratory (RAEL) de la Universidad de | |
| Lecturer in Nuclear Energy at the University of California, Berkeley Lecturer in the Energy and Resources Group at University of California, Berkeley |
|
| Lecturer in public policy at Goldman School of Public Policy at University of Calirfornia, Berkeley | |
| Codirector of thel Berkeley Institute of the Environment | |
| Member of the Executive Committee of Energy Biosciences Institute | |
| Gilles August | |
| Co-founder of August & Debouzy . He now manages the firm's corporate department. |
| Nombre | Funciones |
|---|---|
| António Mexia | |
| N/A | |
| Ana Maria Fernandes | |
| N/A | |
| António Martins da Costa | |
| N/A | |
| Nuno Alves | |
| N/A | |
| João Manso Neto | |
| N/A | |
| José Silva Lopes | |
| Chairperson of the Board of Directors of Montepio Geral | |
| António Nogueira Leite | |
| Board Member of the Institituto Português de Relações Internacionais, UNL | |
| Director of Reditus, SGPS, SA | |
| Managing 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 | |
| Director of Brisa, SA | |
| Director of Efacec Capital, SGPS, SA | |
| Director of Comitur, SGPS, SA | |
| Director of Comitur Imoboiliária, SA | |
| Director of Expocomitur-Promoções e Gestão Imobiliária, SA | |
| Director of Heredade do Vale da Fonte-Sociedade Agricola, Turística e Imobiliária, SA | |
| Director of Sociedade Imobiliária e Turística do Cojo, SA | |
| Director of Sociedade Imobiliária da Rua das Flores, nº 59, SA | |
| Director of José de Mello Saúde, SGPS, SA | |
| Vice-Chairperson of the Advisory Board do Banif Banco de Investimentos | |
| Chairperson of the Board General y de Supervisión de Opex, SA | |
| Member of the Advisory Board of IGCP | |
| Vice-Chairperson of Fórum para a Competitividade | |
| Rafael Caldeira Valverde | |
| Vice-Chairperson of the Board of Directors Banco Espírito Santo de Investimento, SA | |
| Member of the Executive Committee of Banco Espírito Santo de Investimento, SA | |
| José Araujo e Silva | |
| Director of Corticeira Amorim, SGPS, SA | |
| Member of the Executive Committee of Corticeira, SGPS, SA | |
| Member of the Board of Directors of Caixa Geral de Depositos | |
| Manuel Menéndez Menéndez | |
| Chairperson of Cajastur | |
| Representative of Peña Rueda, SL in the Board of Directors of Enagas, SA | |
| Member of the Board of Confederación Española de Cajas de Ahorro | |
| Member of the Board of UNESA | |
| Jorge Santos | |
| Full Profesor of Economics at Instituto Superior de Economia e Gestão, da Universidade Técnica de Lisboa | |
| Member of the Assembly of Representatives of Instituto Superior de Económica y Gestión de la Universidad Técnica de | |
| Coordinator of the PhD course in Economics at ISEG | |
| Member of the Assembly of Representatives at Instituto Superior de Económica e Gestao da Universidade Técnica de | |
| Francisco José Qeuiroz de Barros de | |
| Lacerda | |
| Miembro del Consejo de Mague-SPGS, SA | |
| João Manuel de Mello Franco | |
| Director of Portugal Telecom SGPS, SA | |
| Chairperson of the Audit Committee of Portugal Telecom SGPS, SA | |
| Member of the Remunerations Committee of Portugal Telecom SGPS, SA | |
| Chairperson of the Corporate Governance Committee of Portugal Telecom SGPS, SA | |
| João Lopes Raimundo | |
| Vice-Chairman and CEO of Banco Millennium BCP, North America | |
| Daniel M. Kammen | |
| Founding Directors Renewable and Appropiate Energy Laboratory (RAEL) de la Universidad de California, Berkeley | |
| Lecturer in Nuclear Energy at the University of California, Berkeley | |
| Lecturer in the Energy and Resources Group at University of California, Berkeley | |
| Lecturer in public policy at Goldman School of Public Policy at University of Calirfornia, Berkeley | |
| Codirector of thel Berkeley Institute of the Environment | |
| Member of the Executive Committee of Energy Biosciences Institute | |
| Gilles August | |
| Co-founder of August & Debouzy . He now manages the firm's corporate department. |
| António Mexia | Nuno Alves | Ana Maria Fernandes |
António Martins da Costa |
João Manso Neto | Manuel Ménendez Menéndez |
|
|---|---|---|---|---|---|---|
| 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 Comerciais, S.A. | Chairperson of the | |||||
| EDP—Imobiliária e Participações, S.A. | Board of Directors | |||||
| Chairperson of the Board of Directors |
||||||
| EDP Valor—Gestão Integrada de Serviços, S.A. | Chairperson of the Board of Directors |
|||||
| Sãvida—Medicina Apoiada, S.A. | Chairperson of the Board of Directors |
|||||
| SCS—Serviços Complementares de Saúde, S.A. | ||||||
| Energia RE S.A. | Chairperson of the Board of Directors |
|||||
| Chairperson of the Board of Directors |
||||||
| Hidroeléctrica del Cantábrico, S.A. | Director | Director | Vice-Chairperson and CEO of the Board of Directors |
Chairperson 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. | Chairperson of the Board of Directors |
|||||
| EDP Gás III, SGPS, S.A. | Chairperson of the | |||||
| EDP Gás II, SGPS, S.A. (ex-NQF Gás, SGPS, S.A.) | Board of Directors | |||||
| Chairperson of the Board of Directors |
||||||
| EDP Gás—SGPS, S.A. | Chairperson of the Board of Directors |
|||||
| EDP Internacional, S.A. | Chairperson of the Board of Directors |
|||||
| Horizon Wind Energy, LLC | ||||||
| Director | Director | Chairperson of the Board of Directors |
||||
| Nuevas Energias de Occidente, S.L. | Chairperson of the Board of Directors |
Director | ||||
| Balwerk - Consultadoria Económica e Participações, Sociedade Unipessoal, Lda. |
Manager | |||||
| EDP Ásia - Investimentos e Consultoria Lda. | Chairperson of the | |||||
| EDP - Energias de Portugal Sociedade Anónima, | Board of Directors | |||||
| Sucursal en España EDP Gás.com - Comércio de Gás Natural, S.A. |
Permanent Representative |
Permanent Representative |
Permanent Representative |
Permanent Representative |
Permanent Representative |
|
| Director | ||||||
| EDP Finance BV | Representative | Representative | Representative | Representative | Representative | |
| Electricidade de Portugal Finance Company Ireland Lt. |
Director | |||||
| ENEOP – Eólicas de Portugal, S.A. | ||||||
| Chairperson of the Board of Directors |
||||||
| EDP Renováveis Brasil, S.A. | Chairperson of the Board of Directors |
|||||
| EDP Ásia - Investimentos e Consultoria Lda. | Chairperson of the Board of Directors |
|||||
| Empresa Hidroeléctrica do Guadiana, S.A. | Chairperson of the Board of Directors |
|||||
| EDP Energia Ibérica S.A. | Director |
He was born on July 12, 1957. He 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-Chairman 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 Chairman of the Board of Directors of Gás de Portugal and Transgás. In 2000 he joined Galp Energia as Vice-Chairman of the Board of Directors. From 2001 to 2004, he was the Executive Chairman of Galp Energia and Chairman of the Board of Directors of Petrogal, Gás de Portugal, Transgás and Transgás-Atlântico. In 2004, he was appointed Minister of Public Works, Transport and Communication for Portugal's 16th Constitutional Government. He also served as Chairman of the Portuguese Energy Association (APE) from 1999 to 2002, member of the Trilateral Commission from 1992 to 1998, Vice-Chairman of the Portuguese Industrial Association (AIP) and Chairman of the General Supervisory Board of Ambelis. He was also a Government representative to the EU working group for the trans-European network development.
She was born on November 1, 1962. She 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 area 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. From 2004 until 2006 she was director of the Board of Galp Energia.
Born in 1954. From 1976 to 1989, he held the position of lecturer at the Superior Engineering Institute of Porto. In 1981 he joined EDP to work in the hydro-power generation sector, a position he held until 1989. From 1989 to 2003, he held various positions in the Banco Comercial Português group, namely as an executive member of the board of directors of its insurance companies and asset management operations, as well as being a general manager of the bank. Between 1999 and 2003, he served as deputy chief executive officer and vice-president of the board of directors of PZU (Poland). In 2003 he rejoined EDP as a general manager and was appointed as chief executive officer and vice-chairman of the board of directors of EDP—Energias do Brasil, a position he held until being appointed as chief executive officer and chairman of the board of directors of Horizon in July 2007, a position he still holds. In March 2006, he was appointed as a member of the Executive Committee of EDP's Board of Directors.
He was President of the Portuguese Association of Investment Pension Funds (2003), President of the Brazilian Association of Electrical Distribution Companies (2006/2007) and Vice-President of the Portuguese Chamber of Commerce in Brazil (2005/2007).
He holds a degree in civil engineering and a master of business administration degree from the University of Oporto, has completed executive education studies at INSEAD (Fontainebleau) and AESE (University of Lisbon), and has completed the Advanced Management Programme at the Wharton School (University of Pennsylvania).
He was born on April 1, 1958. He received an undergraduate degree in Engineering and Naval Construction in 1980 and an MBA in 1985 from the University of Michigan. He began his professional career in 1988 as Supervisor in the Studies and Planning Directorate at Banco Comercial Português, where he took on the role of Sub-Director of Financial Investment in 1990. In 1991, he became Director of Investor Relations. In 1994, he became the Director of Private Retail Coordination. In 1996, he served as Director of Capital Markets for Banco CISF, the investment bank of Banco Comercial Português, and was promoted to Director of Investment Banking in 1997. In 1999, he became Chairman of the Board of Directors of CISF Dealer, where he remained until 2000, when he became Director of Millenium bcp Investimento (formerly Banco CISF), responsible for Capital Markets and Treasury of the BCP Group. He has served as Director-General of BCP from 2000 to 2006.
He was born on April 2nd, 1958. He graduated in Economics from Instituto Superior de Economia (1981) and received a post-graduate 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, member of the Board of Directors of BCP Banco de Investimento and Vice-Chairman of BIG Bank Gdansk. From 2002 to 2003, in Banco Português de Negócios, he was the Chairman of BPN Serviços ACE, Director of BPN SGPS, Director of Sociedade Lusa de Negócios and a member of the Board 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, Chairman of Genesa and Director of Naturgas Energia and OMEL.
Born in 1932. From 1969 to 1974, he was a member of the board 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 to 1975. Between 1975 and 1980, he held the position of Governor of the Bank of Portugal. Since January 2004, he has been chairman of the board of directors of Montepio Geral.
In 2003, he was awarded the Order of Grã 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 Economia e Gestão. He also has a degree in finance from the Instituto Superior de Ciências Económicas e Financeiras.
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, he was general secretary of APRITEL, and between 2000 and 2002 was a member of the board of directors of APRITEL. From 1997 to 1999, he was a director of Soporcel, S.A., between 1998 and 1999, he was a director of Papercel, S.A., and in 1999, was a director of MC Corretagem, S.A. Also in 1999, he was appointed chairman 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, he 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 consultant 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, Brisa, 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, he was Secretary of State for Treasury and Finance and Governor Substitute of the European Bank of Investments. He 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-chairman of the consultative council of Banif-Banco de Investimento, S.A., and chairman of the general and supervision council of OPEX, S.A.
He 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 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 member of the Board of Directors and the Executive Committee. In March 2005, he was appointed as vice-chairman of the board of directors of Banco Espírito Santo de Investimento, S.A. and formed part of the executive committee of the company.
He has an undergraduate degree in economics from the Instituto de Economia da Faculdade Técnica de Lisboa.
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 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-chairman 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.
He 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 1960. He has been a member of the board of directors and a member of the executive committee of each of Cajastur and Hidrocantábrico. He has been a member of the board directors, executive committee and audit and control committee of AIRTEL. He has also been a member of the board of directors of LICO Corporación and ENCE, vice-chairman of the board of SEDES, S.A. and executive chairman of Sociedade de Garantias Recíprocas de Astúrias. Currently, he is chairman of Cajastur, Hidrocantábrico and Naturgas Energia, a member of the board of NEO and Confederación Española de Cajas de Ahorros, a member of the Junta Directiva of 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. He 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 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 chairman of the Unidade de Estudos sobre a Complexidade na Economia and from 1998 to 2002 was chairman 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 co-ordinator of the masters program in economics, and since 2008, he has been a member of the representatives' assembly of Instituto Superior de Economia e Gestão of the Universidade Técnica de Lisboa (ISEG).
He has an undergraduate degree in economics from Instituto Superior de Economia, 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. Hes has been appointed as university professor (catedrático) of Universidade Técnica de Lisboa.
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-chairman of the board of directors, and, over that period, chairman 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 presently a member of the board 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.
Bborn in 1946. Between 1986 and 1989, he was a member of the management council of Tecnologia das Comunicações, Lda. Between 1989 to 1994, he was chairman of the board of directors of Telefones de Lisboa e Porto, S.A., and between 1993 to 1995 he was chairman of Associação Portuguesa para o Desenvolvimento das Comunicações. From 1994 to 1995, he was chairman of the board of directors of Companhia Portuguesa Rádio Marconi and additionally was chairman of the board of directors of Companhia Santomense de Telecomunicações e da Guiné Telecom. From 1995 to 1997, he was vice-chairman of the board of directors and chairman of the executive committee of Lisnave (Estaleiros Navais) S.A. Between 1997 and 2001, he was chairman 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-chairman of José de Mello Imobiliária SGPS, S.A., and was chairman of the boards of directors of IMOPÓLIS, 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., chairman of the audit committee since 2004, and chairman of the corporate governance committee since 2006.
He 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 1960. Between 1982 to 1985 he was senior auditor of BDO—Binder Dijker Otte Co. Between 1987 to 1990, he was director of Banco Manufactures Hanover (Portugal), S.A. and between 1990 to 1993 was a member of the boards 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 member of the board of directors 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 member of the board of BCP Leasing, BCP Factoring and Leasefactor SGPS. From 2000 to 2003, He was appointed chairman of the board of directors of Banque BCP (Luxemburg) and chairman 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 member of the board of directors of Banco Millennium BCP de Investimento, and general director of Banco Comercial Português. Mr. Lopes Raimundo is presently Vice-Chairman and CEO of the general board of Millennium BCP Bank, NA.
He 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 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 post-doctorate 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 Energy 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 to 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 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 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, Berkeley. He is also an author of several studies and has received several awards in the energy sector.
He has an undergraduate degree, a master's degree and a Ph.D. each in physics.
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 lecturersat 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 Ècole Supérieure des Sciences Economiques er Commerciales (ESSEC) in 1983.
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 Plant, 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. He presently serves as general counsel of the Company, as secretary of the Board, and is also director and/or secretary on the boards of directors of a number the Company's subsidiaries in Europe.
He holds a master's degree in law from the University of Oviedo.
| Name | Direct | Indirect | Total |
|---|---|---|---|
| António Luis Guerra Nunes Mexía | 3.880 | 320 | 4.200 |
| Ana Mª Machado Fernandes | 1.510 | 0 | 1.510 |
| Joao Manuel Manso Neto | 0 | 0 | 0 |
| Nuno María 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 |
| Joao 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 Araujo e Silva | 80 | 0 | 80 |
| Rafael Caldeira de Castel-Branco Valverde | 0 | 0 | 0 |
| António do Pranto Nogueira Leite | 0 | 0 | 0 |
| Joao José Belard da Fonseca Lopes Raimundo |
170 | 670 | 840 |
| Daniel M. Kammen | 0 | 0 | 0 |
| Manuel Menéndez Menéndez | 0 | 0 | 0 |
| Gilles August | 0 | 0 | 0 |



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