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EDP Renováveis

Annual / Quarterly Financial Statement Mar 1, 2010

6232_10-k_2010-03-01_55e0e671-0338-462f-94e1-aa416fc3e894.pdf

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

FINANCIAL STATEMENTS, NOTES & MANAGEMENT REPORT for EDP Renováveis, S.A.

ATTACHED – EDP RENOVÁVEIS, S.A. INDIVIDUAL FINANCIAL STATEMENTS AS OF 31/DEC/2009

Made in Madrid, February 26th of 2010

Balance sheets at 31 December 2009 and 2008

(Expressed in thousands of Euros)

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

Balance sheets at 31 December 2009 and 2008

(Expressed in thousands of Euros)

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

Income Statements for the years ended 31 December 2009 and 2008

(Expressed in thousands of Euros)

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.

Statement of Changes in Equity for the years ended 31 December 2009 and 2008

A) Statements of Recognised Income and Expense for the years ended 31 December 2009 and 2008

(Expressed in thousands of Euros)

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

Statement of Changes in Equity for the years ended 31 December 2009 and 2008

B) Statement of Total Changes in Equity for the year ended 31 December 2009

(Expressed in thousands of Euros)

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

B) Statement of Total Changes in Equity for the year ended 31 December 2008

(Expressed in thousands of Euros)

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

Statements of Cash Flows for the years ended 31 December 2009 and 2008 (Expressed in thousands of Euros)

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

Notes to the annual accounts

31 December 2009

(1) Nature and Activities of the Company

  • EDP Renováveis, S.A. (hereinafter, "the Company") was incorporated by public deed on 4 December 2007 and commenced operations on the same date. Its registered offices are at Plaza de la Gesta, 2, Oviedo.
  • On 18 March 2008, the shareholders agreed to change the name of the Company from EDP Renováveis, S.L. to EDP Renováveis, S.A.
  • According to the Company's articles of association, the statutory activity of EDP Renováveis S.A., comprises activities related to the electrical sector, specifically the projection, construction, maintenance and management of electricity production facilities, in particular those eligible for the special arrangements for electricity generation. The Company promotes and develops projects relating to energy resources and electricity production activities as well as managing and administering other companies' equity securities.
  • The Company can engage in its statutory activities directly or indirectly through ownership of shares or investments in companies or entities with identical or similar statutory activities.
  • On 28 January 2008, EDP Energías de Portugal, S.A. informed the market and the general public that its directors had decided to launch a public share offering in EDP Renováveis, S.L. The Company completed its initial public offering in June 2008, with 22.5% of shares in the Company quoted on the Lisbon stock exchange.
  • As explained in note 8 the Company holds interests in subsidiaries. Consequently, in accordance with prevailing legislation, the Company is the parent of a group of companies. In accordance with generally accepted accounting principles in Spain, consolidated annual accounts must be prepared to present fairly the financial position of the Group, the results of operations and changes in its equity and cash flows. Details of investments in Group companies are provided in Appendix I.
  • The operating activity of the Group headed by the Company is carried out in Europe, the USA and Brazil through three subgroups headed by Nuevas Energías de Occidente, S.L. (NEO) in Europe, Horizon Wind Energy, LLC (HWE) in the USA and EDP Renováveis in Brazil.
  • The Company belongs to the EDP Group, of which the parent company is EDP Energías de Portugal, S.A., with registered offices at Praça Marquês de Pombal, 12 – 4, Lisbon.
  • The directors have prepared the 2009 consolidated annual accounts of EDP Renováveis, S.A. and subsidiaries on 24 February 2010 (26 February 2009 in 2008), which show consolidated profits of Euros 117,397 thousand and consolidated equity of Euros 5,327,124 thousand (Euros 112,218 thousand and Euros 5,190,110 thousand in 2008).

Notes to the annual accounts

(2) Basis of presentation

  • (a) Fair view
    • The accompanying annual accounts have been prepared on the basis of the accounting records of EDP Renováveis, S.A. The annual accounts for 2009 and 2008 have been prepared in accordance with prevailing legislation and the new Spanish General Chart of Accounts (NPGC) to present fairly the equity and financial position at 31 December 2009 and 2008 and results of operations and changes in equity for the year then ended.

The directors consider that the annual accounts for 2009 prepared on 24 February 2010 will be approved without significant changes.

Comparison of information

  • The balance sheet, income statement, statement of changes in equity, statement of cash flows and the notes thereto for 2009 include comparative figures for 2008, which formed part of the annual accounts approved by shareholders at the annual general meeting held on 14 April 2009.
  • Certain amounts for 2008 have been reclassified in the current annual accounts to make them comparable with those for the current year and facilitate comparison. The most significant reclassification has been as follows:
Thousands of Euros
Debit
Credit
Revenues - (126,936)
Finance income 126,936 -
126,936 (126,936)
  • This reclassification has been made to facilitate comparison with the current year, as, based on consultations with the Spanish Institute of Accountants and Auditors Note 2 published in its Official Gazette number 78, for entities whose ordinary activity is the holding of shares in group companies, as well as the financing of subsidiaries, dividends and other income -coupons, interest- accrued on financing extended to subsidiaries, as well as profits obtained from the disposal of investments, except those deriving from the disposal of subsidiaries, jointly-controlled entities and associates, constitute revenue in the income statement.
  • Therefore, this income has been classified as revenue in the income statement for the current year and the pertinent reclassification has been made for the prior year to facilitate comparison.

Notes to the annual accounts

(b) Functional and presentation currency

The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's functional and presentation currency.

(c) Critical issues regarding the valuation and estimation of relevant uncertainties and judgements used when applying accounting principles

  • Relevant accounting estimates, judgements and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:
  • Relevant accounting estimates and assumptions
  • The Company tests investments in Group companies for impairment on an annual basis. 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. The recoverable amount is the higher of fair value less costs to sell and value in use. The Company generally uses cash flow discounting methods to calculate these values. Cash flow discounting calculations are based on the 20-year projections of the budgets approved by management. The flows take into consideration past experience and represent management's best estimate of future market performance. The key assumptions employed to calculate the fair value less costs to sell and value in use include growth rates in accordance with best estimates of rises in electricity prices in each country, the weighted average capital rate (between 5.30% and 7.41% depending on subgroup and country) and tax rates. The estimates, including the methodology employed, could have a significant impact on the values and the impairment loss.
  • The fair value of financial instruments is based on market quotations when available. Otherwise, fair value is based on prices applied in recent, similar transactions in market conditions or on evaluation methodologies using discounted future cash flow techniques, considering market conditions, time value, profitability curve and volatility factors. These methods may require assumptions or judgements in estimating fair value.

Notes to the annual accounts

(3) Distribution of Profit

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.

Notes to the annual accounts

(4) Significant Accounting Policies

(a) Foreign currency transactions, balances and cash flows

  • Foreign currency transactions have been translated into Euros using the exchange rate prevailing at the transaction date.
  • Monetary assets and liabilities denominated in foreign currencies have been translated into Euros at the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the exchange rate prevailing at the transaction date.
  • Non-monetary assets measured at fair value have been translated into Euros at the exchange rate at the date that the fair value was determined.
  • Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into Euros of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
  • (b) Intangible assets

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.

  • (c) Property, plant and equipment
    • Property, plant and equipment are measured at cost of acquisition. Property, plant and equipment are carried at cost less any accumulated depreciation and any accumulated impairment valuation allowances.
    • Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset, less its residual value. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset.

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

Notes to the annual accounts

(d) Financial instruments

(i) Classification and separation of financial instruments

  • Financial instruments are classified on initial recognition as a financial asset, a financial liability or an equity instrument in accordance with the substance of the contractual arrangement and the definitions of a financial liability, a financial asset and an equity instrument.
  • The Company classifies financial instruments into different categories based on the nature of the instruments and management's intentions on initial recognition.

(ii) Offsetting principles

  • A financial asset and a financial liability are offset only when the Company currently has the legally enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
  • (iii) Financial assets and financial liabilities at fair value through profit or loss
  • Upon initial recognition the Company designates financial assets and financial liabilities at fair value through profit or loss in the income statement only if:
    • it eliminates or significantly reduces the measurement or recognition inconsistency between financial assets and financial liabilities or
    • the performance of a group of financial assets, financial liabilities or both is managed and evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy. Information on these financial assets and financial liabilities provided internally to the Company's key management personnel is evaluated on that basis.

This category also includes the derivative financial instruments described in note 11.

  • Financial assets and financial liabilities at fair value through profit or loss are initially recognised at fair value. Transaction costs directly attributable to the acquisition or issue are recognised as an expense when incurred.
  • After initial recognition, they are recognised at fair value through profit or loss. Fair value is not reduced by transaction costs incurred on sale or disposal. Accrual interest and dividends are recognised separately.

Notes to the annual accounts

(iv) Loans and receivables

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.

(v) Investments in Group companies

  • Investments in Group companies are initially recognised at cost, which is equivalent to the fair value of the consideration paid, including transaction costs, and are subsequently measured at cost net of any accumulated impairment losses.
  • (vi) Interest

Interest is recognised using the effective interest method.

  • (vii) Derecognition of financial assets
  • Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
  • (viii) Impairment of financial assets
  • Impairment of financial assets carried at amortised cost
    • In the case of financial assets carried at amortised cost, the amount of the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset's original effective interest rate. For variable income financial assets, the effective interest rate is used corresponding to the measurement date under the contractual conditions.
    • The amount of an impairment loss is recognised in profit and loss and may be reversed in subsequent periods if the decrease can be objectively related to an event occurring after the impairment has been recognised. Nevertheless, the reversal may not result in a carrying amount that would exceed what the amortised cost would have been had the impairment not been recognised.
  • Investments in Group companies

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.

Notes to the annual accounts

  • Value in use is calculated based on the Company's share of the present value of future cash flows expected to be derived from ordinary activities and from the disposal of the asset.
  • The carrying amount of the investment includes any receivable or payable monetary item, the settlement of which is not contemplated or likely to occur in the foreseeable future, excluding items which are commercial in nature.
  • In subsequent years, reversals in impairment losses in the form of increases in the recoverable amount are recognised, up to the limit of the carrying amount that would have been determined for the investment if no impairment loss had been recognised.
  • The recognition or reversal of an impairment loss is recorded in the income statement.
  • The impairment allowance for an investment is limited to the amount of the investment, except when contractual, legal or implicit obligations have been assumed by the Company or payments have been made on behalf of the companies.
  • (ix) Financial liabilities
  • Financial liabilities, including trade and other payables, which are not classified as held for trading or as financial liabilities at fair value through profit or loss, are initially recognised at fair value less any transaction costs that are directly attributable to the issue of the financial liability. After initial recognition, liabilities classified under this category are measured at amortised cost using the effective interest method.

(x) Derecognition of financial liabilities

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.

(e) Cash and cash equivalents

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.

(f) Income taxes

The income tax expense and tax income for the year comprises current tax and deferred tax.

Notes to the annual accounts

  • Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the balance sheet date.
  • Current and deferred tax are recognised as income or an expense and included in profit or loss for the year, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or a business combination.
  • The Company files consolidated tax returns as part of the 385/08 Group headed by EDP Energías de Portugal, S.A. Sucursal en España.
  • The accrued income tax expense for the companies forming the consolidated tax group is determined taking into account, in addition to the factors to consider in the case of individual taxation set out previously, the following:
    • Temporary and permanent differences arising from the elimination of profits and losses on operations between Group companies, derived from the process of determining consolidated taxable income.
    • Deductions and credits that correspond to each company forming the consolidated tax group; for these purposes, deductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to obtain the right to the deduction or tax credit.
  • A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated Group companies, these tax credits for loss carryforwards are recognised as deferred tax assets under respective recognition criteria, considering the tax group as a taxable entity.
  • The parent company of the Group records the total consolidated income tax payable (recoverable) with a charge (debit) to receivables (payables) with group companies and associates.
  • The amount of the debt (credit) relating to the subsidiaries is recognised with a debit (credit) to payables (receivables) with group companies and associates.

(i) Taxable temporary differences

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.

Notes to the annual accounts

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.

(ii) Deductible temporary differences

Deductible temporary differences are recognised provided that:

  • it is probable that taxable profit will be available against which the deductible temporary difference can be utilised, unless the differences arise from the initial recognition of 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.
  • The temporary differences are associated with investments in subsidiaries and associates to the extent that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilised.
  • Tax planning opportunities are only considered on evaluation of the recoverability of deferred tax assets and if the Company intends to use these opportunities or it is probable that they will be utilised.

(iii) Measurement

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.

(iv) Offset and recognition

Deferred tax assets and liabilities are recognised in the balance sheet under non-current assets or liabilities, irrespective of the expected date of recovery or settlement.

Notes to the annual accounts

(g) Classification of assets and liabilities as current and non-current

The Company classifies assets and liabilities in the balance sheet as current and noncurrent. 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 Company's normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised within twelve months after the reporting period or are cash or a cash equivalent, unless the assets are restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.
  • Liabilities are classified as current when they are expected to be settled in the Company's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within twelve months after the reporting period or the Company 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 financial statements are authorised for issue.
  • (h) Environmental issues

Environmental assets

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.

Environmental expenses

  • Environmental expenses are the amounts derived from managing the environmental effects of the Company's operations and those derived from existing environmental commitments. These include expenses incurred to prevent pollution caused by current ordinary activities and for waste treatment and disposals, decontamination, restoration, environmental management or environmental audit.
  • Expenses derived from environmental activities are recognised as operating expenses in the period in which they are incurred.

Notes to the annual accounts

Environmental provisions

  • The Company makes an environmental provision when expenses are probably or certain to arise but the amount or timing is unknown. Where necessary, a provision is also made for environmental work arising from any legal or contractual commitments and for those commitments acquired for the prevention and repair of environmental damage.
  • (i) Related party transactions
    • Transactions between group companies are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction.
  • (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 undertakes fair value hedges, cash flow hedges and hedges of net investments in foreign operations. The Company has also opted to record hedges of foreign currency risk of a firm commitment as a cash flow hedge.
  • At the inception of the hedge the Company formally designates and documents the hedging relationships and the objective and strategy for undertaking the hedges. Hedge accounting is only applicable when the hedge is expected to be highly effective at the inception of the hedge and in subsequent years in achieving offsetting changes in fair value or cash flows attributable to the hedged risk, throughout the period for which the hedge was designated (prospective analysis) and the actual effectiveness, which can be reliably measured, is within a range of 80%- 125% (retrospective analysis).
  • For cash flow hedges of forecast transactions, the Company assesses whether these transactions are highly probable and if they present an exposure to variations in cash flows that could ultimately affect profit or loss.
  • The company has established an hedge accounting instrument in order to cover the investment in the group company Horizon Wind Energy, LLC.

Notes to the annual accounts

(i) Hedges of a net investment in a foreign operation

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.

(k) Long- and short-term employee benefits

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.

(5) Intangible Assets

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.

Notes to the annual accounts

(6) Property, Plant and Equipment

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

Financial risk factors

  • The Company's activities are exposed to various financial risks: market risk (including currency risk and interest rate risk in fair value), credit risk, liquidity risk and interest rate risk in cash flows. The Company's global risk management programme focuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The Company uses derivatives to mitigate certain risks.
  • The directors of the Company are responsible for defining general risk management principles and establishing exposure limits. The Company's financial risk management is subcontracted to the Finance Department of EDP Energías de Portugal, S.A. in accordance with the policies approved by the directors. The subcontracted service includes the identification and evaluation of hedging instruments.

Notes to the annual accounts

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.

(i) Currency risk

  • The Company operates internationally and is therefore exposed to currency risks when operating with foreign currencies, especially the US Dollar. Currency risk is associated with recognised assets and liabilities and net investments in foreign operations.
  • . Currency risk affecting these investments in US Dollars is mitigated primarily through a derivative financial instrument and borrowings in the corresponding foreign currencies.
  • Details of the hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11.
  • Details of financial assets and liabilities in foreign currencies and transactions in foreign currencies are provided in notes 8, 10, 15 and 19.
  • At 31 December 2009, had the Euro appreciated by 10% against the US Dollar, with all other variables remaining constant, profit after tax would have been approximately Euros 6.7 million higher (Euros 9.3 million in 2008), mainly because of the conversion of debt in foreign currency.
  • (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.

  • The Company has documented its financial operations in accordance with international standards. The majority of its operations with derivative financial instruments are therefore contracted under "ISDA Master Agreements", which facilitate the transfer of instruments in the market.

Details of financial assets exposed to credit risk are provided in note 10.

Notes to the annual accounts

(iii) Liquidity risk

  • Liquidity risk is the risk that the Company is unable to comply with its financial commitments on maturity. The Company's approach in managing liquidity risk is to guarantee as far as possible that liquidity will always be available to pay its debts before they mature, in normal conditions and during financial difficulties, without incurring unacceptable losses or compromising the Company's reputation.
  • The adverse conditions in debt markets could make it difficult to meet the financial requirements necessary to carry out the Company and Group's activities.
  • Compliance with the liquidity policy ensures that contracted commitments are paid, maintaining sufficient credit facilities and providing access to the EDP Group's lines of credit.
  • Details of financial assets and financial liabilities by contracted maturity date are provided in notes 10 and 15.
  • (iv) Cash flow and fair value interest rate risks
  • Given the Company's activity, it has a considerable amount of remunerated assets, and most income and cash flows from operating activities are therefore affected by fluctuations in market interest rates.
  • The Company is subject to interest rate risk derived from loans extended to and longterm borrowings obtained from Group companies. The loans have fixed interest rates, exposing the Company to fair value interest rate risks.
  • Details of the hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11.

(8) Investments in Equity Instruments of Group companies

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)

Notes to the annual accounts

No impairment valuation allowances have been recognised as a result of the tests carried out.

  • (a) Investments in Group companies
    • Details of direct and indirect investments in Group companies are provided in Appendix I.
    • As described in note 13, on 25 February 2008 Hidroeléctrica del Cantábrico, S.A. shareholders subscribed a share capital increase through the non-monetary contribution of 40% of the investment held in Nuevas Energías de Occidente, S.L. for a total amount of Euros 822,054 thousand. This operation made the Company the sole owner of Nuevas Energías de Occidente, S.L.
    • EDP Renováveis Brazil was incorporated in 2008 with share capital of Euros 154. The Company owns 55% of the shares of EDP Renováveis Brazil.
    • At 31 December 2008, management opted to capitalise a loan of Euros 859,619 thousand (US Dollars 1,196,331 thousand) extended to the subsidiary HWE. This amount has therefore been reclassified at 31 December 2008 as an increase in the investment in HWE.
    • On 16 February 2009 and 27 July 2009, EDP Renováveis Brasil carried out two share capital increases of Euros 8,383 thousand (BRL 44,620 thousand) and Euros 1,000 thousand (BRL 4,839 thousand), respectively, subscribed by the shareholders in proportion to their respective interest holding.
    • Following the strategy established by Company management in 2008, the subsidiary HWE has been financed through subscription of successive share capital increases carried out by the subsidiary for a total amount of Euros 185,355 thousand (USD 231,355 thousand).
    • (i) Foreign currency
    • The functional currencies of foreign operations are the currencies of the countries in which they are domiciled. The net investment in these operations coincides with the carrying amount of the investment.
    • (ii) Hedged investments

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

Notes to the annual accounts

  • To cover the exchange rate risk arising from the exposure of this investment denominated in foreign currency, in 2008 Company management contracted a hedging instrument comprising three swaps for a total notional amount of US Dollars 2,632,613 thousand, equivalent to Euros 1,826,175 thousand. The change in fair value of the financial investment in Horizon Wind Energy, LLC totals Euros 64,211 and the change in fair value of the hedging instrument totalled Euros 64,211 thousand (Euros 103,314 thousand and Euros 103,472 thousand, respectively, in 2008). These amounts have been recognised as exchange gains or losses in the accompanying income statement (see note 11). The fair value of the hedging instrument at 31 December 2009 totals Euros 1,268 thousand (Euros 65,478 thousand at 31 December 2008), which has been recognised in non-current payables under non-current liabilities in the accompanying balance sheet (see note 11). At 31 December 2009, the profit relating to the aforementioned net investment hedging operation totalled Euros 9,108 thousand (Euros 25,978 thousand at 31 December 2008, such amounts are pending to charge at 31 December 2009 and included in the current account with related parties (see note 10)).
  • The remaining amount of this investment which is not hedged by the aforementioned operation is covered by hedging operations securing loans of the same currency (see note 15), resulting in currency differences of Euros (53,937) thousand and Euros 94,920 thousand in 2009 and 2008, respectively.

(9) Financial Assets by Category

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

Notes to the annual accounts

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

Notes to the annual accounts

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

(10) Investments and Trade Receivables

(a) Investments in Group companies

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

Notes to the annual accounts

(b) Main characteristics of loans

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

Notes to the annual accounts

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.

(c) Classification by maturity

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

Notes to the annual accounts

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

(d) Exchange differences recognised in profit or loss of financial assets

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)

Notes to the annual accounts

(11) Derivative financial instruments

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

Notes to the annual accounts

(a) Fair value hedges

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

(b) Forward exchange contracts

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.

(12) Cash and Cash Equivalents

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%.

Notes to the annual accounts

(13) Equity

Details of equity and movement during 2009 and 2008 are shown in the statement of changes in equity.

  • (a) Subscribed share capital
    • At 31 December 2009 and 2008, the share capital of the Company is represented by 872,308,162 ordinary bearer shares of Euros 5 par value each, all fully paid. These shares have the same voting and profit-sharing rights. These shares are freely transferable.

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

  • On 25 February 2008 the Company increased its share capital by Euros 4,718 thousand by issuing 471,824 new ordinary registered shares of Euros 10 par value and a share premium of Euros 371.94 per share. This share capital increase was fully subscribed by Hidroeléctrica del Cantábrico, S.A. through a non-monetary contribution comprising 40% of its shares in Nuevas Energías de Occidente, S.L. This agreement was executed in a public deed on 29 February 2008, making the Company the sole owner of Nuevas Energías de Occidente, S.L. However, the investment in Nuevas Energías de Occidente, S.L. and the share premium were recognised at an amount Euros 641,846 thousand higher than the aforementioned share capital increase in order to adjust the value of this contribution to the fair value of the investment when the contribution was made (see note 8). As a result of this operation, Hidroeléctrica del Cantábrico, S.A. obtained a 20% interest in the Company, which was therefore no longer solely owned.
  • The contributions are applicable to the special tax treatment for mergers, spin-offs, transfers of assets and conversion of securities foreseen in Chapter VIII of Section VII of Royal Decree 4 dated 5 March 2004 which approved the revised Spanish tax law. In accordance with article 93 of that Royal Decree, the balance sheet of Hidroeléctrica del Cantábrico, S.A. at 31 December 2007 accompanies these accounts.

Notes to the annual accounts

  • At the extraordinary general meeting held on 12 March 2008, the shareholders agreed to increase share capital by Euros 2,057,828 thousand by issuing 205,782,806 new ordinary registered shares of Euros 10 par value each. The share capital increase was carried out with a charge to the share premium. This agreement was executed in a public deed on 12 March 2008.
  • At the same extraordinary general meeting, the shareholders agreed to reduce the par value of the Company's shares from Euros 10 to Euros 2 each through a share split at a ratio of 5 new shares for each old share, without any variation in share capital.
  • As a result of this agreement the Company's share capital was Euros 2,081,419 thousand, represented by 1,040,709,640 shares of Euros 2 par value each, subscribed and fully paid. The Company subsequently became a limited liability company by converting all of its shares into ordinary registered shares.
  • At the extraordinary general meeting held on 7 May 2008, the shareholders agreed to increase share capital by Euros 1,300,000 thousand by issuing 650,000,000 new ordinary registered shares of Euros 2 par value each. This increase was fully subscribed by the Company's shareholders in proportion to their interest through the following non-monetary contributions:
    • EDP-Energías de Portugal, S.A. Sucursal en España subscribed 520,000,000 shares through the contribution of receivables for loans initially extended by EDP Finance B.V. to Nuevas Energías de Occidente, S.L. and subsequently conveyed to EDP-Energías de Portugal Sucursal en España on 14 December 2007. The characteristics of the contributed loans are as follows:
      • Loan of Euros 289,844 thousand maturing on 30 June 2022.
      • Loan of Euros 225,273 thousand maturing on 30 June 2022.
      • Loan of Euros 218,000 thousand maturing on 31 December 2021.
      • Loan of Euros 306,884 thousand maturing on 31 December 2027.
    • Hidroeléctrica del Cantábrico, S.A. subscribed 130,000,000 shares through a nonmonetary contribution comprising the principal of a loan of Euros 260,000 thousand maturing on 31 December 2021 which was initially extended by EDP Finance BV to Nuevas Energías de Occidente, S.L., the receivable balance of which was subsequently conveyed to EDP-Energías de Portugal, S.A. Sucursal en España on 14 December 2007 and finally to Hidroeléctrica del Cantábrico, S.A. on 24 April 2008.
  • On the same date, shareholders agreed to increase the par value of shares from Euros 2 to Euros 5 each by reducing the number of shares. The share capital of the Company was consequently represented by 676,283,856 shares of Euros 5 par value each.

Notes to the annual accounts

  • At the extraordinary general meetings held on 13 May 2008, 14 May 2008, 31 May 2008 and 3 June 2008, the shareholders agreed to increase share capital by Euros 225,428 thousand by issuing 45,085,590 new ordinary registered shares of Euros 5 par value and share premium of Euros 3 per share, with the exception of shares issued to employees with a share premium of Euros 2.6 per share. These shares were subscribed through a public share offering to EDP Group employees, EDP-Energias de Portugal, S.A. shareholders and the general public.
  • At the extraordinary general meetings held on 13 May 2008, 14 May 2008 and 31 May 2008, the shareholders agreed to increase share capital by Euros 754,694 thousand by issuing 150,938,716 new ordinary registered shares of Euros 5 par value and Euros 3 share premium per share. These shares were subscribed through a public share offering to institutional and qualified investors.

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).

  • (i) Legal reserve
  • The legal reserve has been appropriated in compliance with the revised Spanish Companies Act, in force since 1 January 1990, which requires that companies transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. Although the legal reserve can be used to increase share capital, until it reaches an amount equal to 20% of share capital, it can only be used to offset losses is no other reserves are available and cannot be used for any other purpose. At 31 December 2009 and 2008, the Company has not appropriated to this reserve the minimum amount required by law.
  • (ii) Voluntary reserve

These reserves are freely distributable.

  • (iii) Negative reserve for costs of the public share offering
  • As a consequence of the public share offering, the Company has incurred a number of expenses associated with the share capital increase which have been recognised in this caption net of the tax effect.

(b)Share premium

Notes to the annual accounts

(14) Financial Liabilities by Category

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

Notes to the annual accounts

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

(15) Payables and Trade Payables

(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.

Notes to the annual accounts

(b) Main characteristics of payables

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
-

Notes to the annual accounts

(c) Trade and Other Payables

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.

(d) Classification by maturity

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

Notes to the annual accounts

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

(e) Exchange differences recognised in profit or loss of financial liabilities

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) -

Notes to the annual accounts

(16) Taxation

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
  • The Company files consolidated income tax and VAT returns. The parent of this consolidated tax group is EDP-Energías de Portugal, S.A. Sucursal en España. At 31 December 2009 the Company has recognised income tax payable of Euros 21,405 thousand and recoverable VAT of Euros 821 thousand. These balances are recognised under current account with the parent company (note 18.a).
  • The Company has the following main applicable taxes open to inspection by the Spanish taxation authorities:
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

Notes to the annual accounts

  • Due to the different possible interpretations of prevailing tax legislation, certain additional liabilities could arise in the event of an inspection. In any event, the directors do not consider that any such contingencies that could arise would have significant effect on the annual accounts.
  • (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.

  • A reconciliation of net income and expenses for the year and the taxable income is as follows:
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

Notes to the annual accounts

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

Notes to the annual accounts

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

Notes to the annual accounts

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)

(17) Environmental Information

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.

  • (18) Balances and Transactions with Related Parties
    • (a) Balances with related parties

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.

Notes to the annual accounts

Details of balances by category are as follows:

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

Notes to the annual accounts

(b) Transactions with related parties

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

Notes to the annual accounts

(c) Information on the Company's directors and senior management personnel

  • In 2009 the directors of the Company have accrued remuneration of Euros 756 thousand (Euros 277 thousand in 2008) in respect of their position as directors and executive functions performed in the Company. In 2009 and 2008 remuneration of directors include Euros 569 and 235 thousand on account of EDP Renováveis, S.A. but paid by EDP Energías de Portugal, S.A. to the managing director. This cost is included in transactions with group companies in respect of other services received, described in section b) above.
  • The Company's key management personnel have also earned remuneration of Euros 1,263 thousand in 2009 (Euros 244 thousand in 2008).
  • The directors and senior management have not received any loans or advances and the Company has not extended any guarantees on their behalf. The Company has no pension or life insurance obligations with the Company's former or current directors in 2009 or 2008.
  • (d) Transactions other than ordinary business or under terms differing from market conditions carried out by the directors of the Company

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.

  • (e) Investments and positions held by directors
    • At 31 December 2009 and 2008 details of interests held by the directors of the Company in both the Company and companies with statutory activities identical, similar or complementary to those of the Parent company and positions held as well as functions and activities performed in these companies are shown in Appendix II, which forms an integral part of this note to the annual accounts.

(19) Income and Expenses

(a) Revenues

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

Notes to the annual accounts

(b) Foreign currency transactions

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.

(c) External services

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.

Notes to the annual accounts

(20) Employee information

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.

(21) Audit Fees

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

Notes to the annual accounts

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

(22) Commitments

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.

(23) Subsequent Events

No events have occurred subsequent to year end which could affect these annual accounts.

Information relating to investments in Group companies

Appendix I Page 1 of 26

31 December 2009

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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
,

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

Information relating to investments in Group companies

Appendix I Page 2 of 26

31 December 2009

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

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

lic
a M
ia,
S.L
.U.
ux
Sev
illa
Sp
ain
,
- 80
00
%
,
KP
MG
Wi
nd
10 - - (
1)
(
1)
9

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

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

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

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

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

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

lic
a S
ier
de
Av
ila
S.L
ra
,
Ma
dri
d S
in
pa
- 71
99
%
,
KP
MG
Wi
nd
10 - - - - 10

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

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

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

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

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

Information relating to investments in Group companies

Appendix I Page 3 of 26

31 December 2009

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

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

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

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

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

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

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

Information relating to investments in Group companies

Appendix I Page 4 of 26

31 December 2009

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
)

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

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

lic
a d
a A
lag
SA
oa,
Ap
rof
ita

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

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

Information relating to investments in Group companies

Appendix I Page 5 of 26

31 December 2009

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

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

Information relating to investments in Group companies

Appendix I Page 6 of 26

31 December 2009

%
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
- - - - - -

Information relating to investments in Group companies

Appendix I Page 7 of 26

31 December 2009

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
-
-
-
-
-
-
,
-

Information relating to investments in Group companies

Appendix I Page 8 of 26

31 December 2009

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
- - - - - -

Information relating to investments in Group companies

Appendix I Page 9 of 26

31 December 2009

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
- - - - - -

Information relating to investments in Group companies

Appendix I Page 10 of 26

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

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

Information relating to investments in Group companies

Appendix I Page 11 of 26

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

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
)

Information relating to investments in Group companies

Appendix I Page 12 of 26

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

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

Information relating to investments in Group companies

Appendix I Page 12 of 26

31 December 2008

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

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

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

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

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

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

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

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

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
,

Information relating to investments in Group companies

Appendix I Page 13 of 26

31 December 2008

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

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

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

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

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

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

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

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

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

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

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)
-

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

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

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
-

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)

Information relating to investments in Group companies

Appendix I Page 14 of 26

31 December 2008

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

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

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)
(

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

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

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

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

Information relating to investments in Group companies

Appendix I Page 15 of 26

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

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

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

Information relating to investments in Group companies

Appendix I Page 16 of 26

31 December 2008

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)

Information relating to investments in Group companies

Appendix I Page 17 of 26

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

Information relating to investments in Group companies

Appendix I Page 18 of 26

31 December 2008

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
,

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

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

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 -

Information relating to investments in Group companies

Appendix I Page 19 of 26

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

Information relating to investments in Group companies

Appendix I Page 20 of 26

31 December 2008

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
,
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nd
ene
rgy
C
LL
Or
US
A
ego
n,
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.00
%
MG
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d.
pro
0 0 - 67 67
Wi
nd
ene
rgy
00
7 V
o I
LL
C
ent
Te
US
A
xas
,
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.00
%
KP
MG
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pro
95
9,
98
2
(
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2)
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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
- - - - -

Information relating to investments in Group companies

Appendix I Page 21 of 26

31 December 2008

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
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.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
,
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.00
%
Un
aud
ite
d
d.
pro
- - - - -
Ar
kw
rig
ht
Su
it W
ind
Fa
mm
rm
Wi
nd
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rgy
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LL
US
A
Te
xas
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ite
d
Un
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pro
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Wi
nd
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rgy
As
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rd
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nd
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LL
C
rm
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US
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,
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- - - - -
At
hen
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est
on
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r
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t L
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,
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Wi
nd
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Bla
ck
Pra
irie
W
ind
Fa
LL
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rm
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US
A
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,
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aud
ite
d
d.
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Wi
nd
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rgy
Bla
cks
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C
e W
Fa
II
LL
ton
rm
US
A
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xas
,
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d
Un
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pro
- - - - -
Wi
nd
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rgy
Bla
cks
ind
e W
Fa
III
LL
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ton
rm
Te
US
A
xas
,
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ite
d
Un
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pro
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Wi
nd
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Bla
cks
e W
ind
Fa
IV
LL
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ton
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,
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.00
%
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aud
ite
d
d.
pro
- - - - -
Bla
cks
e W
ind
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V
LL
C
Te
US
A
100
.00
Un
aud
ite
d
Wi
nd
ene
rgy
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ton
rm
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e C
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nd
r II
I
xas
,
- % pro
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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
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on
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Wi
nd
ene
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po
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C
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US
A
xas
100
.00
%
Un
aud
ite
d
rgy
d.
-
, - pro
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nd
ene
- - - -
Br
oad
lan
ds
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nd
Fa
II
LL
C
rm
Te
US
A
xas
100
.00
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Un
aud
ite
d
rgy
d.
-
, - pro
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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
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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
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op
sey
rm
Te
US
A
xas
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.00
%
Un
aud
ite
d
d.
pro
- - - - -
,
ing
ail
ind
Cr
Tr
s W
Po
oss
we
r
,
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nd
ene
rgy
Pro
jec
t L
LC
Te
US
A
xas
,
- 100
.00
%
Un
aud
ite
d
d.
pro
- - - - -

Information relating to investments in Group companies

Appendix I Page 22 of 26

31 December 2008

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
,
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.00
%
aud
ite
d
Un
d.
pro
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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
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po
we
Te
US
A
xas
,
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.00
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Un
aud
ite
d
d.
pro
- - - - -
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lf C
ind
t W
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r
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nd
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ent
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em
mp
any
Te
US
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Un
aud
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d
d.
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, , Wi
nd
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ad
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nd
Fa
LL
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ste
me
rm
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aud
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d
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riz
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nd
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No
rth
st
on
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y
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nd
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d
Un
d.
pro
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No
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st
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pro
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nd
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A
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and
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on
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y
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nd
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A
xas
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aud
ite
d
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pro
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nd
uth
Ho
En
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st
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aud
ite
d
d.
pro
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riz
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So
uth
st
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nd
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US
A
Te
xas
,
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.00
%
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d
Un
d.
pro
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uth
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rgy
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pro
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nd
En
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uth
st
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y
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nd
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A
xas
,
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.00
%
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aud
ite
d
d.
pro
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riz
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nd
lle
Ho
En
Va
I
on
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y
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nd
ene
rgy
LL
C
Te
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A
xas
,
- 100
.00
%
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aud
ite
d
d.
pro
- - - - -
riz
Wi
nd
EC
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MR
Io
Wi
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on
wa
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LL
C
rtn
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100
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%
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aud
ite
d
ene
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d.
ers xas
,
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riz
Wi
nd
Ho
Fre
rt
on
epo
,
Wi
nd
ene
rgy
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nd
r I
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C
po
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Te
US
A
xas
,
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%
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aud
ite
d
d.
pro
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Jun
ipe
r W
ind
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r P
art
we
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nd
ene
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C
LL
US
A
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xas
,
- 100
.00
%
aud
ite
d
Un
d.
pro
- - - - -

Information relating to investments in Group companies

Appendix I Page 23 of 26

31 December 2008

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
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g
ere
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int
st
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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
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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
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as
rm
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US
A
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,
- 100
.00
%
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aud
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pro
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Me
ado
w L
ake
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ind
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II
rm
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nd
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l W
ind
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w T
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rm
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Pr
ct I
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Sim
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n R
e W
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.00
%
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ite
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pro
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Ho
riz
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nd
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dw
est
on
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y
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C
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st
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A
xas
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%
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aud
ite
d
d.
pro
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Ho
riz
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nd
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No
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st
on
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y
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nd
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US
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xas
,
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.00
%
aud
ite
d
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pro
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Wi
nd
ene
rgy
Pe
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r P
s L
LC
ter
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ner
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Information relating to investments in Group companies

Appendix I Page 24 of 26

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Information relating to investments in Group companies

Appendix I Page 25 of 26

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Information relating to investments in Group companies

Appendix I Page 26 of 26

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Appendix II Page 1 of 3

Details of investments and positions held by Company directors in other companies at 31 December 2009

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

Appendix II Page 2 of 3

Details of investments and positions held by Company directors in other companies at 31 December 2009

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

Details of investments and positions held by Company directors in other companies at 31 December 2009

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

DISCLAIMER

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.

0. INTRODUCTION

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.

1. MAIN EVENTS OF THE PERIOD

JANUARY

Jan 8th – EDP Renováveis announces the commercial operation of 3 wind farms with 500 MW in December 2008:

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.

Jan 20th – EDP Renováveis announces YE2008 provisional operating data:

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%.

FEBRUARY

Feb 2nd – EDPR signs a Power Purchase Agreement (PPA) with the Public Service Company of Oklahoma in the United States:

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.

Feb 17th – Approval of key energy-related tax incentives in the US:

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.

Feb 28th – EDP Renováveis announces YE2008 results:

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.

MARCH

Mar 18th – EDP Renováveis increases its presence in the Brazilian wind market:

EDP Renováveis Brasil has signed an agreement with innoVent, for the acquisition of the total share capital of its subsidiary Elebrás Projects.

Mar 21st – EDP Renováveis contracts Vestas for 76 wind generators for two Romanian wind farms:

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.

APRIL

Apr 22nd – EDP Renováveis announces 1Q2009 provisional operating data:

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%.

MAY

May 6th – EDP Renováveis announces 1Q2009 results:

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).

JUNE

June 18th – Horizon Wind Energy signs Power Purchase Agreement with AmerenUE:

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.

JULY

Jul 16th – EDP Renováveis announces 1H2009 provisional operating data:

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%.

Jul 29th – EDP Renováveis announces 1H2009 results:

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.

SEPTEMBER

Sep 1st – EDP Renováveis establishes a new type of institutional partnership structure for 101 MW in the US:

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.

Sep 1st – US Treasury approves EDP Renováveis' first cash grant in an amount of \$48 million:

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.

OCTOBER

Oct 14th – EDP Renováveis announces 3Q2009 provisional operating data:

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.

Oct 20th – EDP Renováveis begins operating one of Poland's largest wind farms:

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.

Oct 20th – Government of Asturias provisionally awards 246 MW to EDP Renováveis:

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.

Oct 28th – EDP Renováveis announces 3Q2009 results:

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.

DECEMBER

Dec 02nd – EDP Renováveis closes two institutional partnership structures in the US amounting to \$228 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.

Dec 16th – EDP Renováveis obtains 840 MW on the Spanish pre-registry for renewable capacity:

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.

Dec 28th - EDP Renováveis monetized \$525 million of tax credits in 2009 related to the 700 MW installed in the period:

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.

2. PERFORMANCE OF 2009

2.1 Financial Results – EDPR Holding

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.

2.2 Financial1 and Operational Performance

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

2.3 Competitive Landscape and Business Plan

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.

3. REGULATORY ENVIRONMENT

3.1 General overview

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.

3.2 Government Support of Renewable Energy in Countries in which EDP Renováveis Operates

1- Spain

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.

2- Portugal

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.

3- France

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.

4- Belgium

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).

5- Poland

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.

6- Romania

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).

7- United Kingdom

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:

  • Extend its lifetime to 2037
  • Include a 20 year limit on support under the RO scheme
  • Increase the level of headroom to 10% and use headroom only to determine the total obligation after 2016.

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.

8‐ US

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:

  • Long-term extension and modification of Renewable Energy Production Tax Credit: extends the placed-in-service date for wind facilities for three years (through December 31th, 2012);
  • Temporary election to claim the Investment Tax Credit in Lieu of the Production Tax Credit: allows wind facilities to elect a 30% investment tax credit in the year that the facility is placed in service, in lieu of the production tax credit;
  • Treasury Department Energy Grants in Lieu of Tax Credits: allows taxpayers to receive a grant from the Treasury Department in lieu of tax credits. This grant will operate like the current-law investment tax credit. The Treasury Department will issue a grant in an amount equal to thirty percent (30%) of the cost of the renewable energy facility within sixty days of the facility being placed in service or, if later, within sixty days of receiving an application for such grant. This provision aims to guarantee the effectiveness of the tax credits, considering the current market conditions and the difficulty in financing projects.

9- Brazil

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.

3.3 Renewable Energy Credits

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.

3.4 Production Tax Credits

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.

4. KEY RISKS AND UNCERTAINTIES

Internal business risk detection system

The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:

4.1 Risks relating to received prices

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.

Management of Electricity Prices Exposure

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.

4.2 Regulatory Risks

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.

Management of Regulatory Risks

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.

4.3 Risks related to energy production

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.

Management of Risks Related to Volatility of Energy Production

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.

4.4 Risks related wind turbine performance

Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.

Management of Wind Turbine Performance Risk

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:

    1. Maximize Availability of Turbines
    1. Improve Efficiency
    1. Manage Reactive Energy

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.

4.5 Permitting risks

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.

Management of Permitting Risk

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.

4.6 Wind turbine supply risks:

Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:

  • Price risk: this occurs when the supply of wind turbines cannot meet the growing demand, and prices rises sharply, impacting profitability of new wind farms
  • Quantity risk: when no wind turbines are available for the construction of new wind farms.

Management of Wind Turbine Supply Risk

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.

4.7 Exposure to financial markets

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.

Management of Financial Risks

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.

1. Interest rate risk

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.

2. Exchange rate risk

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.

4.8 Counterparty credit risk

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.

Management of Counterparty Credit Risk

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.

4.9 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

Management of Liquidity Risk

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.

5. FINANCE HEDGING DERIVATIVE INSTRUMENTS

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.

5.1 Cross Currency Interest Rate Swaps

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.

5.2 Hedge Agreements – exchange rate

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.

5.3 Hedge Agreements – commodities

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.

6. TREASURY STOCK (OWN SHARES)

During the 2009 exercise, EDP Holding and EDPR do not hold (or have bought) any treasury stocks (own shares).

7. ENVIRONMENT

Environmental Commitment

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:

  • Site Characterization Studies;
  • Airspace Constraint Studies;
  • Phase I Environmental Site Assessments;

  • Baseline Wildlife Studies;
  • Wetland Assessments; and
  • Cultural and Historic Resource Assessments.

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.

Climate Change

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:

  • It does not directly produce greenhouse gases. Power delivered to the grid from wind farms will directly offset the generation of energy at existing conventional power plants, having a positive impact on air quality;
  • It is inexhaustible;
  • It increases the energy independence of a country.

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.

Emissions, Effluents and Waste

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.

Efficient Use of Resources

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;

  • The judicious use of air conditioning systems;
  • The configuration of computer settings to save energy;
  • The purchasing of Energy Star office appliances, such as computers and monitors;
  • The use of ambient light in the offices;
  • The recycling of paper, aluminium cans and plastic; and
  • The optimization of water consumption.

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.

Environmental Protection

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.

Biodiversity

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:

  • Funding of rescue campaign and improvement of the goosefoot eaglet in Albacete (Spain);
  • Arrangement of electrical laying in which high mortality of avifauna has been registered;
  • Installation of fire-prevention rafts in Catalonia (Spain); and
  • Three year commitment to support Operation Migration and participation in the Habitat Conversation Plan for Whooping Cranes (U.S.).
  • Support to start a Sage Grouse Collaborative to conduct research on potential wind impact to Sage Grouse (US)
  • Wetland mitigation First year of monitoring of one wetland created during construction of Elkhorn Valley wind farm and fifth year of monitoring of two wetland in Maple Ridge wind farm.

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.

Environmental Education

EDP Renováveis develops internal programs for environmental awareness training to ensure that its employees recognize:

  • The importance of the Corporate Environmental Policy;
  • Their role in the fulfilment of the requirements and procedures of the Environmental Management System, including the requirements for emergency preparation and response;
  • The potential impact of business activities on the environment;
  • The benefits to the environment that come from responsible behaviours; and
  • The potential consequences of non-compliance.

8. HUMAN CAPITAL

8.1 Our Employees

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:

  • Equity Ensure internal fairness and even-handedness through a professional development and rewards model based on criteria that are transparent and transversal within the group.
  • Development Attract, retain and develop talent and skills through a competitive remuneration policy throughout all geographies for EDPR Group that are in line with specific requirements of each business; considering the importance of the different functions and employee potential.
  • Performance Appraise merit and performance in professional development and reward employees, ensuring commitment and responsibility in obtaining both individual and team results within the organization or the Group.

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.

8.2 Profile

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.

8.3 Training and Education

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.

8.4 Evaluation & Performance

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.

8.5 International Mobility

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.

8.6 Satisfaction

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.

8.7 Benefits

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:

  • Medical insurance,
  • Life insurance
  • Accident insurance
  • Business travel insurance
  • work/life balance
  • Pension plans or retirement plans.

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.

8.8 Labour Relations

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.

8.9 Human Rights

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%

9. RESEARCH AND DEVELOPMENT (R&D)

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.

10. RELEVANT EVENTS AFTER CLOSING OF THE PERIOD

10.1 EDP Renováveis awarded 1.3 GW of wind offshore capacity in the UK:

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.

10.2 EDP Renováveis signs long-term agreement to sell green certificates in Poland:

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.

10.3 EDP Renováveis enters the Italian wind market through the acquisition of 520 MW to be developed:

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.

10.4 EDP Renováveis announces YE2009 provisional operating data:

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%.

10.5 EDP Renováveis signs PPA with Tennessee Valley Authority in the US

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.

11. CORPORATE GOVERNANCE OVERVIEW

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.

11.1 Model of Management and Supervision

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:

  • Board of Directors;
  • Executive Committee;
  • Audit and Control Committee;
  • External auditor.

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.

11.2 Corporate Bodies

General Meeting of Shareholders

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.

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

11.3 Summarized Organization Chart

11.4 Capital Structure

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.

11.5 Shar reholder Str ructure

Shareho older Structu ure – 31 Dec cember 200 09

Free Flo oat

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

11.6 Qualifying shareholding

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.

11.7 Holder of special rights

EDP Renováveis share are of a single class and series and have been fully paid up. There are no holders of special rights.

11.8 Restrictions on the transfer of shares

Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDP Renováveis shares.

11.9 Shareholders' agreements

As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.

11.10 EDP Renováveis in the Capital Markets

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

11.11 EDP Renováveis share price

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.

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

(*) January 1st, 2009 and June 4th, 2008,respectively

2009 Main Events on EDP Renováveis share price

1 20-Jan EDPR announces provisional 2008 operating data Date Descripton

  • 2 17-Feb Approval of key energy-related incentives in the US applicable to EDPR NA
  • 3 26-Feb EDPR announces provisional 2008 results
  • 4 18-Mar EDPR increases its presence in the Brazilian market
  • 5 14-Apr EDPR annual shareholder meeting
  • 6 22-Apr EDPR announces provisional operating data for the 1st quarter 2009
  • 7 6-May EDPR announces the financial results for the 1st-quarter 2009
  • 8 16-Jul EDPR announces provisional operating data for the 1st half 2009
  • 9 29-Jul EDPR announces the financial results for the 1st half 2009
  • 10 1-Sep EDPR establishes a new type of institutional partnership structure for 101 MW in the US
  • 11 1-Sep US treasury approves EDPR's first cash grant
  • 12 14-Oct EDPR announces provisional nine-months 2009 operating data
  • 13 20-Oct Government of Asturias provisionally awards 246 MW to EDPR
  • 14 28-Oct EDPR announces nine-months 2009 results
  • 15 2-Dec EDPR closes two institutional partnership strucutures in the US
  • 16 16-Dec EDPR obtains 840 MW in the Spanish pre-registry for renewable capacity
  • 17 28-Dec EDPR establishes its second institutional partnership structure incorporating the cash grant for 101 MW in the US

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

11.12 Dividend policy

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)

TABLE OF CONTENTS

    1. Statement of compliance
    1. Corporate governance structure
    1. Shareholder structure
    1. Management and control system
    1. Exercise of shareholders' rights
    1. Remuneration
    1. Shares and dividend policy
    1. Company's market relations

ANNEX

  • I. Main positions held by members of Board of Directors over the last five years
  • II. Current positions of the members of the Board of Directors in companies not belonging to the same group as EDP Renováveis, S.A.
  • III. Current positions of the members of the Board of Directors in companies belonging to the same group as EDP Renováveis, S.A.
  • IV. Board of Directors
  • V. EDP Renováveis shares owned by members of the Board of Directors as at 31.12.2009

EXTRACT OF MINUTES OF GENERAL SHAREHOLDERS MEETING

0. Statement of Compliance

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 Participation in the meeting

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 Quorum and decisions

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 Minutes and information on decisions

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 Company control measures

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. MANAGEMENT AND SUPERVISORY BODIES

II.1. GENERAL MATTERS

II.1.1. STRUCTURE AND DUTIES

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 INCOMPATIBILITIES AND INDEPENDENCE

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 ELIGIBILITY AND APPOINTMENT

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 WHISTLE-BLOWING POLICY

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 REMUNERATION

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. BOARD OF DIRECTORS

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

Adopted 3.1.3

II.3 CEO, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS

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

II.4. GENERAL AND SUPERVISORY BOARD, FINANCIAL COMMITTEE, AUDIT COMMITTEE AND AUDIT BOARD

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. SPECIALISED COMMITTEES

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.

Statement on compliance with independence criteria

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

1. CORPORATE GOVERNANCE STRUCTURE

1.1. Model of management and supervision

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:

  • Board of Directors;
  • Executive Committee;
  • Audit and Control Committee;
  • External auditor.

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.

1.2. Corporate Bodies

1.2.1. General Meeting of Shareholders

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.

1.2.2. 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.

1.2.3. Chairperson and Vice-Chairperson of the Board

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:

  • Convening and presiding over the meetings of the Board of Directors, establishing their agenda and directing discussions and decisions;
  • Acting as the Company's highest representative dealing with public bodies and any sectorial or employers bodies.

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.

1.2.4. Chief Executive Officer

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

1.2.5. Company secretary

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:

  • Assisting the Chairperson in his/her duties;
  • Ensuring the smooth operation of the Board, assisting and informing it and its members;
  • Safeguarding company documents;
  • Describing in the minutes books the proceedings of Board meetings and bearing witness to its decisions;
  • Ensuring at all times the formal and material legality of the Board's actions so that they comply with the Articles of Association and Board Regulations;
  • Monitoring and guaranteeing compliance with provisions imposed by regulatory bodies and consideration of their recommendations;
  • Acting as secretary to the committees.

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

1.2.6. Committees

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.

1.2.6.1. Executive Committee

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.

1.2.6.2. Nomination and Remuneration Committee

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.

1.2.6.3. Committee on Related-Party Transactions

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.

1.3. Audit and Control Committee

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.

1.4. Organization Chart

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:

1.4.1. Chief Financial Officer (Rui Teixeira)

It is the Chief Financial Officer's job:

  • To propose and ensure the implementation of the Group's financial policy and management, including (i) negotiating, managing and controlling financing, (ii) optimizing cash management and (iii) proposing financial risk management policy;
  • To coordinate and prepare budget and business plan of the Group, with the Group's business platforms.
  • To manage the Group's monthly closing of accounts and financial statements, and to analyze the financial and operational performance of the Group;
  • To manage relations with the Group's shareholders, potential investors and market analysts to promote the value of its shares on the capital market;
  • To coordinate the Group's procurement and its relations with main suppliers and ensuring the implementation of the Group's procurement strategy and policy.

1.4.2. Chief Business Development Officer (Luís Adão da Fonseca)

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.

1.4.3. Chief Operating Officer for Europe (João Paulo Costeira)

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.

1.4.4. Chief Operating Officer for North America (Gabriel Alonso Imaz)

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.

1.4.5. Company secretary and Legal Counsel (Emilio García-Conde Noriega)

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.

2. Share eholder Struc cture

2.1 Cap pital Structur re

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2.4. Holder of special rights

EDP Renováveis share are of a single class and series and have been fully paid up. There are no holders of special rights.

2.5. Restrictions on the transfer of shares

Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDP Renováveis shares.

2.6. Shareholders' agreements

As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.

3. MANAGEMENT AND CONTROL SYSTEM

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.

3.1. Structure, competences and functioning of the Board of Directors

3.1.1. Structure

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.

3.1.2. Competences

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:

  • Acquire, for the purpose of encumbrance or profit, assets and properties, rights, shares and holdings convenient to the Company;
  • Dispose of, mortgage or encumber assets and properties, rights, shares and holdings of the Company and cancel mortgages and other real rights;
  • Negotiate and make as many loans or credit operations as it sees fit;
  • Sign and enter into any acts or contracts with public or private entities;
  • Bring all civil and criminal suits of all kinds pertaining to the Company and represent it in dealings with officials, authorities, corporations and government, administrative, economic, litigant and judicial courts, civil courts and chambers for social and labour matters of the Supreme Court and higher courts of justice of the autonomous communities, with no limitations, including the Court of Justice of the European Communities, and in general in dealings with the public administration at all levels and to intervene or promote, pursue and end by all proceedings and instances any

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;

  • Call General Meetings and submit to their appreciation any proposals that it sees fit;
  • Run the Company's affairs and the organization of its work and operations, be informed of the course of company business and operations, decide on the investment of funds, perform extraordinary amortization of bonds in circulation and do anything it sees fit for the best pursuit of the Company's object;
  • Freely appoint and discharge directors and all technical and administrative personnel at the Company and indicate their duties and remuneration;
  • Agree to changes in registered office within the same municipality;
  • Constitute and endow under the law all kinds of legal person, contribute and transfer all classes of goods and rights and enter into concentration and cooperation agreements, associations, groupings and temporary unions of companies or businesses and community property and agree upon their alteration, conversion and closure;
  • Perform any other acts expressly assigned to it by the Articles of Association or applicable law. This list is not limitative and only indicative in nature.

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.

3.1.3. Functioning

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:

  • Invitations to meetings shall include the agenda, albeit provisional, of the meeting and be accompanied by relevant available information or documentation;
  • The directors have the broadest powers to obtain information on any aspect of the Company, to examine its books, records, documents and other registers of the Company's operations. In order to prevent distortions in the Company management, the exercise of the powers to obtain information shall be channeled through the Chairperson or Secretary of the Board of Directors;
  • Any director may request the hiring, on the Company's account, of legal advisers, accountants, financial or commercial specialists or other experts. The performance of the job must necessarily relate to concrete problems of a certain importance and complexity. Requests to hire experts shall be channeled through the Chairperson or

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.

3.2. Structure, competences and functioning of committees

3.2.1. Executive Committee

3.2.1.1. Structure

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.

3.2.1.2. Competences

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.

3.2.1.3. Functioning

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.

3.2.2. Nomination and Remunerations Committee

3.2.2.1. Structure

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.

3.2.2.2. Competences

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:

  • To define the principles and criteria regarding the membership of the Board of Directors and the selection and appointment of its members;
  • To propose the appointment and re-election of directors when they should be done by co-option or in any case for their submission to the General Meeting by the Board;
  • To propose members of the different committees to the Board of Directors;
  • Within the provisions of the Articles of Association, to propose to the Board the system, distribution and amount of remuneration of the directors and, if applicable, propose to the Board the terms of the directors' contracts;
  • To inform and, if applicable, propose to the Board of Directors the appointment and/or dismissal of senior managers and the terms of their contracts and, in general, define senior management hiring and remuneration policies;
  • To revise and report on incentive plans, pension supplements and remuneration programs;
  • To evaluate the members of the Executive Committee with a view to establishing individual remuneration proposals for each of its members;
  • To evaluate the overall performance of the Board of Directors, on the basis of its own performance and that of its committees;
  • To perform any other functions assigned to it by the Articles of Association or the Board of Directors.

3.2.2.3. Functioning

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.

3.2.2.4. Activity in 2009

In 2009 the main proposals made by the Nomination and Remunerations Committee were:

  • Propose an annual fixed remuneration for the Chairperson of the General Meeting;
  • Fixed remuneration and annual and multi-annual variable remuneration for the year 2009 and 2010;
  • Performance evaluation of the Board of Directors and the Executive Committee.

3.2.3. Related Party Transactions Committee

3.2.3.1. Structure

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.

3.2.3.2. Competences

The Related Party Transactions Committee is a body belonging to the Board of Directors and performs the following duties, without prejudice to others that the Board may assign to it:

  • Periodically informing the Company's Board of Directors of business and legal relations to be established between EDP or related parties and EDP Renováveis or related parties;
  • To submit for annual approval the Company's results in terms of compliance of business and legal relations between the EDP Group and the EDP Renováveis Group and operations between related parties performed during the year in question;
  • Ratifying, within the deadlines of meeting the needs of each particular case, transactions between EDP and/or its related parties with EDP Renováveis, and/or its related parties, whenever the value of an transaction is higher than € 5,000,000 or represents 0.3% of the consolidated annual revenue of the EDP Renováveis Group in the preceding year;
  • Ratifying any amendments to the framework agreement signed by EDP and EDP Renováveis on 7 May 2008;
  • Submitting recommendations to the Company's Board of Directors or the Executive Committee on operations between EDP Renováveis and its related parties and EDP and its related parties;
  • Asking EDP for access to information required to perform its duties.

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.

3.2.3.3. Functioning

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.

3.2.3.4. Activity in 2009

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.

3.3. Audit and Control Committee

3.3.1. Structure

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.

3.3.2. Competences

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:

  • Informing General Meetings, through its Chairperson, on matters regarding its competences;
  • Proposing to the Board of Directors for submission to the General Meeting the appointment of Company Auditors and the terms of their hiring, scope of their work and revocation and renewal of their contracts;
  • Supervising internal auditing activities;
  • Monitoring financial reporting, internal control systems and risk management;
  • Drafting an annual report on its supervisory duties and giving its opinion on the annual report, accounts and proposals submitted by the Board of Directors;
  • Receiving whistle-blowing reports on financial and accounting matters made by Company employees or shareholders;
  • Hiring experts to collaborate with any of the committee members in their duties, in which case contracts and remuneration of said experts shall take into account the importance of the matters assigned to them and the Company's economic situation;
  • Keeping up relations with the auditors on questions that may jeopardize their independence and any others related to the auditing process and receiving and keeping information on any other matters set forth in audit legislation and auditing standards in effect at any given time;
  • Writing reports at the request of the Board and its committees;
  • Reflecting on the governance system adopted by EDP Renováveis in order to identify areas for improvement;
  • Dealing with any other matters assigned to it by the Board of Directors or the Articles of Association.

3.3.3. Functioning

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.

3.3.4. Activity in 2009

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.

3.4. Incompatibility and independence

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:

  • People who are directors of or are associated with any competitor of EDP Renováveis and those who are related to the above. A company shall be considered to be a competitor of EDP Renováveis if it is directly or indirectly involved in the generation, storage, transmission, distribution, sale or supply of electricity or combustible gases and also those that have interests opposed to those of EDP Renováveis, a competitor or any of the companies in its Group, and directors, employees, lawyers, consultants or representatives of any of them. Under no circumstances shall companies belonging to the same group as EDP Renováveis, including abroad, be considered competitors;
  • People who are in any other situation of incompatibility or prohibition under the law or Articles of Association. Under Spanish law, people, among others, who are i) aged under eighteen (18) years, (ii) disqualified, iii) competitors; (iv) convicted of certain offences or (v) hold certain management positions are not allowed to be directors.

3.5. Rules of appointment and discharge of members of the Board of Directors and Audit and Control Committee

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.

3.6. Business between the Company and members of the company's governing bodies or Group companies

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.

3.6.1. Framework agreement

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.

3.6.2. Executive Management Services Agreement

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.

3.6.3. Finance agreements and guarantees

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:

3.6.3.1. Loan Agreements

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.

3.6.3.2. Counter-guarantee agreement

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.

3.6.3.3. Current account agreement

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.

3.6.3.4. Financing agreements

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.

3.6.3.5 Cross Currency Interest Rate Swaps

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.

3.6.3.6. Hedge Agreements – exchange rate

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.

3.6.4. Hedge Agreements – commodities

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.

3.6.5. Trademark licensing agreement

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.

3.6.6. Consultancy service 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.

3.6.7. Research and development agreement

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.

3.6.8. Management support service agreement between Enernova – Novas Energias, S.A. and EDP Valor – Gestão Integrada de Recursos, S.A.

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.

3.7. Internal control systems and risk management

3.7.1. Internal financial information control system

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.

3.7.2. Internal business risk detection system

The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:

3.7.2.1. Risks relating to received prices

Exposure to market electricity prices

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.

Management of electricity prices exposure

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.

3.7.2.2. Regulatory Risks

Exposure to Regulatory risks

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

Management of regulatory risks

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.

3.7.2.3. Risks related to energy production

Risk related to volatility of energy production

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.

Management of risks related to volatility of energy production

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.

3.7.2.4. Risks related wind turbine performance

Wind turbine performance risk

Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.

Management of wind turbine performance risk

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:

  • 1- Maximize Availability of Turbines
  • 2- Improve Efficiency
  • 3- Manage Reactive Energy

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.

3.7.2.5. Permitting risks

Permitting risks

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

Management of permitting risk

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.

3.7.2.6. Wind turbine supply risks:

Wind turbine supply risk

Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:

  • Price risk: this occurs when the supply of wind turbines cannot meet the growing demand, and prices rises sharply, impacting profitability of new wind farms
  • Quantity risk: when no wind turbines are available for the construction of new wind farms.

Management of wind turbine supply risk

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.

3.7.2.7. Exposure to financial markets

Risks related to the exposure to financial markets

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.

Management of financial risks

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.

  1. Interest rate risk

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.

  1. Exchange rate risk

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.

3.7.2.8. Counterparty credit risk

Counterparty credit risk

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.

Management of counterparty credit risk

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.

3.7.2.9. Liquidity risk

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

Management of liquidity risk

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.

3.8. External auditor

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.

3.9. Whistle-blowing policy

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:

  • To enable any employee to freely report his/her concerns in these areas to the Audit and Control Committee;
  • To facilitate early detection of irregularities that, if they occurred, might cause serious losses to the EDP Renováveis Group and its employees, customers and shareholders.

Contact with the Company's Audit and Control Committee is only possible by email and post, and access to information received is restricted.

Any complaint addressed to the Audit and Control Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. 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.

4. EXERCISE OF SHAREHOLDER'S RIGHTS

4.1. Description and competences of the General Meeting of shareholders

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:

  • Appointing and dismissing the directors;
  • Appointing the auditors;
  • Review of the performance the company management, approving, if applicable, the accounts of the previous financial year and deciding on the appropriation of profits;
  • Increasing and reducing the share capital and delegating to the Board of Directors, if applicable, within the legal time limits, the power to set the date or dates, who may use said delegation wholly or in part, or refraining from increasing or reducing the capital in view of the conditions of the market or the Company or any particularly relevant fact or event justifying such a decision in their opinion, reporting it at the first General Meeting of Shareholders held after the end of the time limit for its execution;
  • Delegating to the Board of Directors the power to increase the share capital pursuant to Article 153(1)(b) of Royal Legislative Decree 1564/1989 of 22 December, which approves the Revised Text of the Law on Public Limited Companies (Public Company Law);
  • Issuing bonds;
  • Amending the Articles of Association;
  • Dissolving, merging, spin off and transformation the Company;
  • Deciding on any matter submitted to it for decision by the Board of Directors, which shall be obliged to call a General Meeting of Shareholders as soon as possible to deliberate and decide on concrete decisions included in this article submitted to it, in the event of relevant facts or circumstances that affect the Company, shareholders or corporate bodies.

The decisions of the General Meeting are binding on all shareholders, including those voting against and those who did not participate in the meeting.

A General Meeting may be ordinary or extraordinary. In either case, it is governed by the law and Articles of Association.

  • An Ordinary General Meeting must be held in the first six (6) months of each year to review of the performance the company management, approve the annual report and accounts for the previous year and the proposal for appropriation of profits and approve the consolidated accounts, if appropriate. The General Meeting also decides on any other matters falling within its powers and included on the agenda;
  • An Extraordinary General Meeting is any meeting other than that mentioned above.

4.2. Right to attend

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.

4.3. Voting and voting rights

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.

4.4. Mail and electronic communication votes

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.

4.5. Quorum for constituting and adapting decisions of the General Meeting

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.

4.6. Board of the General Meeting

The Chairperson of the General Meeting is appointed by the meeting itself and must be a person who meets the same requirements of independence as for independent directors. The appointment is for three years and 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

4.7. Minutes and information on decisions

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.

4.8. Measures regarding control and changes of control of the Company

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.

5. REMUNERATION

5.1. Remuneration of the members of the Board of Directors and of the Audit and Control Committee

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.

5.2. Performance-based components, variable component and fixed amount

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.

5.3. Annual remuneration of the Board of Directors and Audit and Control Committee

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

5.4. Statement on remuneration policy

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 policy followed when fixing EDP Renováveis managers' remuneration is the same as that for Company employees in general;
  • The remuneration of the Company's managers therefore consists of fixed remuneration and a variable component;
  • The quality/quantification of the performance is established in accordance with criteria previously defined by the Board of Directors;
  • As a result, when defining any managers' performance bonuses, consideration is given not only to factors all employees' behaviour, taking into account the degree of responsibility their position and their ability to adapt to the Company and its procedures but also the economic and financial performance of their particular business area and of EDP Renováveis as a whole.

5.5. General Meeting's assessment of Company remuneration policy and performance evaluation of its governing bodies

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.

5.6. Attendance at the Ordinary General Meeting of shareholders of a representative of the Nomination and Remuneration Committee

All the members of the Nomination and Remuneration Committee will be present or represented at the first General Meeting of Shareholders of EDP Renováveis.

5.7. Proposal on the approval of plans on share remuneration and/or share purchase options or on the basis of share price fluctuations

The Company has not approved any plans for share remuneration or share purchase options or plans based on share price fluctuations.

5.8. Auditor's Remuneration

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.

6.0 The EDP Renováveis Share and Dividend Policy

6.1 EDP Renováveis in the Capital Markets

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

6.2 EDP Renováveis share price

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.

2009 Main events impact on EDP Renováveis share price

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

  • 12 14-Oct EDPR announces provisional nine-months 2009 operating data
  • 13 20-Oct Government of Asturias provisionally awards 246 MW to EDPR
  • 14 28-Oct EDPR announces nine-months 2009 results
  • 15 2-Dec EDPR closes two institutional partnership strucutures in the US
  • 16 16-Dec EDPR obtains 840 MW in the Spanish pre-registry for renewable capacity
  • 17 28-Dec EDPR establishes its second institutional partnership structure incorporating the cash grant for 101 MW in the US

6.3 Dividend policy

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.

7 Investor Relations

7.1 General obligation to provide information

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.

7.2 EDP Renováveis Investor Relations Department

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:

  • To ensure compliance with all legal obligations arising from the fact that EDP Renováveis is a listed company;
  • To define and implement the company's strategy for communication with analysts and investors, when assisting the management team in drafting EDP Renováveis financial and strategic communication policy and in preparing, processing and publishing information;
  • To coordinate, prepare and conduct information sessions, press conferences and roadshows. This includes disclosing significant events and other communications, to publish quarterly results and periodic financial statements, to give strategic presentations to the market, to organise road-shows with management team members in the main financial markets, to hold and monitor regular meetings and conference calls at the request of investors and analysts and to provide answers to queries on the business environment and activities of EDP Renováveis by email, telephone or in person from analysts and institutional and private investors;
  • To inform the management team of the expectations of financial analysts and benchmark with the competition, to monitor all changes in the stock exchange and financial markets of interest to the company, to filter information into the company when justified and to inform it of the different perceptions that capital market players have of EDP Renováveis activity;
  • To develop and update the investor relations section of the EDP Renováveis website (www.edprenovaveis.com).

7.3 Activity in 2009

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.

7.4 Company information on website

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

Annex I: Main positions held by members of Board of Directors over the last five years

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.

Annex II: Current positions of the members of the Board of Directors in companies not belonging to the same group as EDP Renováveis, S.A.

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.

Annex III: Current positions of the members of the Board of Directors in companies belonging to the same group as EDP Renováveis, S.A.

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

Annex IV:

BOARD OF DIRECTORS

António Mexia (Chairman)

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.

Ana Maria Fernandes (Vice-Chairman and Chief Executive Officer)

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.

António Martins da Costa

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).

Nuno Alves

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.

João Manso Neto

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.

José Silva Lopes

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.

António Nogueira Leite

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.

Rafael Caldeira Valverde

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.

José Fernando Maia de Araújo e Silva

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.

Manuel Menéndez Menéndez

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.

Jorge Santos

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.

Francisco José Queiroz de Barros de Lacerda

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.

João Manuel de Mello Franco

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.

João José Belard da Fonseca Lopes Raimundo

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.

Daniel M. Kammen

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.

Gilles August

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.

SECRETARY OF THE BOARD

Emilio García-Conde Noriega

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.

Annex V: EDP Renováveis shares owned by members of the Board of Directors as at 31.12.2009

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

FINANCIAL STATEMENTS, NOTES & MANAGEMENT REPORT for EDP Renováveis Group (EDPR)

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

Consolidated Income Statement

for the years ended 31 December 2009 and 31 December 2008

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

for the years ended 31 December 2009 and 31 December 2008 Consolidated Balance Sheet

(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

EDP Renováveis, S.A. and subsidiaries Statement of Changes in Consolidated Equity as at 31 December 2009 and 2008

(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

Consolidated statement of comprehensive income for the years ended at 31 December 2009 and 31 December 2008

(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

Consolidated Statement of Cash Flow for the year ended 31 December 2009 and 31 December 2008

(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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

1. The business operations of the EDP Renováveis Group

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.

Regulatory framework for the activities in Spain

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.

Regulatory framework for the activities in Portugal

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Regulatory framework for the activities in the United States of America

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.

Regulatory framework for the activities in France

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Regulatory framework for the activities in Poland

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.

Regulatory framework for the activities in Belgium

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).

Regulatory frameworks for the activities in Romania

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Regulatory frameworks for the activities in Brazil

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.

2. Accounting policies

a) Basis of preparation

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.

b) Basis of consolidation

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

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Associates

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:

  • Representation on the Board of Directors or equivalent management committee;
  • 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;

  • Provision of essential technical information.

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

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.

Business Combinations

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.

Investments in foreign operations

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.

Balances and transactions eliminated on consolidation

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.

Common control transactions

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Put options related to non controlling interests

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.

c) Foreign currency transactions

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.

d) Derivative financial instruments and hedge accounting

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.

Hedge accounting

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;

  • (ii) The hedge is expected to be highly effective;
  • (iii) The effectiveness of the hedge can be reliably measured;
  • (iv) The hedge is revalued on a on-going basis and is considered to be highly effective over the reporting period; and
  • (v) The forecast transactions hedged are highly probable and represent a risk to changes in cash flows that could affect the income statement.

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.

Fair value hedge

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.

Cash flow hedge

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Net investment hedge

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.

e) Non derivative financial assets

The Group classifies its other financial assets at acquisition date in the following categories:

Accounts receivable and loans

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.

Financial assets at fair value through profit or loss

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 investments

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.

Initial recognition, measurement and derecognition

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.

Subsequent measurement

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.

Reclassifications between categories

The Group does not reclassify, after initial recognition, a financial instrument into or out of the fair value through profit or loss category.

Impairment

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

f) Financial liabilities

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.

g) Borrowing costs

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.

h) Property, plant and equipment

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

i) Intangible assets

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.

Acquisition and development of software

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.

Industrial property and other rights

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.

j) Impairment of non financial assets

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.

k) Leases

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.

Operating leases

Lease payments are recognised as an expense and charged to the income statement in the period to which they relate.

l) Inventories

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

The cost of inventories is assigned by using the weighted average method.

m) Classification of assets and liabilities as current and non-current

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.

n) Employee benefits

Pensions

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.

Defined benefit plans

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.

Defined contribution plans

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.

Other benefits

Medical care and other plans

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.

Variable remuneration to employees

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.

o) Provisions

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Dismantling and decommissioning provisions

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.

p) Recognition of costs and revenue

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.

q) Financial results

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.

r) Income tax

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.

s) Earnings per share

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.

t) Non-current assets held for sale and discontinued operations

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

u) Cash and cash equivalents

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.

v) Government grants

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.

x) Environmental issues

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.

3. Critical accounting estimates and judgments in applying accounting policies

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.

Impairment of available for sale investments

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 value of derivatives

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.

Review of the useful life of assets related to production

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 of non financial assets

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.

Income taxes

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Dismantling and decommissioning provisions

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.

4. Financial-risk management policies

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.

Exchange-rate risk management

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.

Sensivity analysis - Foreign exchange rate

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.

Interest rate risk management

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Sensivity analysis - Interest rates

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.

Counter-party credit-rate risk management in financial transactions

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

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)).

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Market price risk

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.

Capital management

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.

5. Changes in consolidation perimeter: Business combinations, Sale of affiliates and Merge of affiliates

During the year ended in 31 December 2009, the changes in the consolidation perimeter of the EDP Renováveis Group were:

Companies sold and liquidated:

  • Generaciones Especiales I, S.L, sold its 50% interest in the subsidiary Ibersol E. Solar Ibérica, S.A.;
  • Generaciones Especiales I, S.L, dissolved and liquidated the subsidiary Horta Medioambiente, S.A.;
  • Generaciones Especiales I, S.L., dissolved and liquidated the subsidiary Eólica Mare Nostrum S.A.;
  • Horizon Wind Energy LLC, dissolved the subsidiary Chocolate Bayou Windpower I, LP;
  • Nuevas Energías de Occidente, S.L., dissolved the Hollywell Investments Limited, SARL;
  • Nuevas Energías de Occidente, S.L., dissolved and liquidated the subsidiary Ridgeside Investments Limited, SARL;

Companies merged during the period:

  • Horizon Wind Energy Company LLC was merged into Horizon Wind Energy LLC;
  • Levante Energia Eólica, Lda was merged into Enernova Novas Energias, S.A.;

C i i d d i th i d Companies acquired during the period:

  • EDPR Group, through its subsidiary EDPR Brasil, S.A. acquired 100% of the share capital of CENAEEL - Central Nacional de Energia Eólica, Lda. ("CENAEEL") (see note 17);
  • EDPR Group, through its subsidiary Nuevas Energías de Occidente,S.L. acquired 100% of the share capital of the companies Mardelle, SARL and Vallée du Moulin, SARL and 49% of the share capital of Quinze Mines, SARL. (see note 17);
  • EDPR Group, through its subsidiary Neo Catalunia, S.A. acquired 100% of the share capital of the companies Parc Eólic Coll de la Garganta, SL., Parc Eólic Serra Voltorera, SL. y Bon Vent de L'Ebre, SL. (see note 17);
  • EDPR Group acquired 100% of the share capital of Elektrownia Wiatrowa Kresy I, S.P. through its subsidiary Neo Polska (see note 17);
  • EDPR Group acquired 100% of the share capital of Elebrás Projectos, Ltda through its subsidiary EDP Renováveis Brasil (see note 17);
  • EDPR Group acquired 60.63% of the share capital of Aprofitament D'Energies Renovables de la Terra Alta, S.A. through its subsidiaries Parc Eòlic de Coll de Moro, S.L. (12.24%), Parc Eòlic de Torre Madrina, S.L. (12.24%), Bon Vent de Corbera, S.L. (10.68%), Bon Vent de Vilalba, S.L. (10.42%), Bon Vent de L'Ebre, S.L. (9.70%) and Parc Eòlic de Vilalba dels Arcs, S.L. (5.35%) (see note 17);
  • EDPR Group acquired 38.96% of the share capital of Aprofitament D'Energies Renovables de L'Ebre, S.A. through its subsidiary Aprofitament D'Energies Renovables de la Terra Alta, S.A. (see note 18).

Companies incorporated during the period:

  • Agrupación Eólica Francia, S.L. was incorporated being 100% held by Nuevas Energias del Occidente, S.A.;
  • Desarrollos Eólicos de Teruel, S.L.. was incoporated being 51% held by Sinae, S.A.;
  • Eólica Garcimuñoz, S.L.. was incoporated being 100% held by Desa, S.A.;
  • Meadow Lake Windfarm III LLC;
  • Meadow Lake Windfarm IV LLC;
  • Meadow Lake Wind Farm V, LLC;
  • Black Prairie Wind Farm II LLC;
  • Black Prairie Wind Farm III LLC;
  • Horizon Wind Energy Northwest IV LLC;
  • Horizon Wyoming Transmission LLC;
  • 2009 Vento IV, LLC;
  • 2009 Vento V, LLC;
  • 2009 Vento VI, LLC;
  • Horizon Wind Ventures II, LLC;
  • Paulding Wind Farm, LLC;
  • Paulding Wind Farm II, LLC;
  • Paulding Wind Farm III, LLC;
  • Simpson Ridge Wind Farm II, LLC;
  • Simpson Ridge Wind Farm III, LLC;
  • Simpson Ridge Wind Farm IV, LLC;
  • Simpson Ridge Wind Farm V, LLC;
  • Horizon Wind Ventures VI, LLC;
  • Lexington Chenoa Wind Farm II, LLC;
  • Lexington Chenoa Wind Farm III, LLC;

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Companies incorporated during the period:

  • Athena-Weston Wind Power Project II, LLC;
  • Blue Canyon Wind Power VII, LLC;
  • EDPR UK Limited was incoporated being 100% held by Nuevas Energías de Occidente, S.L.;
  • Moray Offshore Renewables Limited was incoporated being 75% held by EDPR UK Limited.

The following companies were merged in Neogália, S.A.S.:

  • C.E. Ayssenes-Le Truel, S.A.S.;
  • C.E. Beaurevoir, S.A.S.;
  • C.E. Bourbriac, S.A.S.;
  • C.E. Calanhel Lohuec, S.A.S.;
  • Eole Service, S.A.R.L.;
  • Eole 76 Developpement, S.A.R.L.;
  • Le Gollot, S.A.S.;
  • Keranfouler, S.A.S.;
  • Parc Eolien Les Bles D'Or, S.A.R.L.;
  • C.E. Les Vielles, SAS;
  • Eole Futur Montloue 1, SAS;
  • SOCPE Pieces de Vigne, S.A.R.L.;
  • CE Pont d´Yeu, SAS;
  • C.E. NEO Prouville, S.A.S.;
  • Recherches et Dével. Éoliennes, S.A.R.L.;
  • C.E. Saint Alban-Henansal, S.A.S.;
  • SOCPE Saint Jacques, S.A.R.L..

The following companies were merged in Neolica Polska:

  • Zulawy Wind Park II, Sp.z.o.o.;
  • Kip Wind Park II, Sp. z.o.o.;
  • Relax Wind Park V, Sp. z.o.o.;
  • Relax Wind Park VI, Sp. z.o.o.;
  • Chodow Wind Park, Sp. z o.o.;
  • Sk Wind Park, Sp. z o.o;
  • Kip Wind Park I, Sp. z.o.o.;
  • Sokolowo Wind Park, Sp. z o.o..

Other changes

  • Genesa I S.L. acquired the remaining 10% of the share capital of Hidroeléctrica Fuentermosa, S.L.;
  • Neolica Polska acquired 3,14% of the share capital of Relax Wind Park I SP Z.O.O.;
  • Sinae Inversiones Eólicas S.A. acquired 18% of the share capital of Parque Eólico del Voltoya, S.A. (see note 18);
  • Desarrollos Eólicos Promoción S.A.U. acquired 3,33% of the share capital of Desarrollos Eólicos de Galicia, S.A..

During 2008, the changes in the consolidation perimeter of the EDP Renováveis Group were:

Companies sold during the period:

  • Generaciones Especiales I, S.L, sold its 50% interest in the subsidiary Marquesado Solar, S.A. to Solar Millenium AG;
  • Sinae Inversiones Eólicas, S.A. sold 20% of its interest in IDER, S.L.;
  • Sinae Inversiones Eólicas, S.A. sold an interest of 5% in Eólica Sierra de Avila, S.L. and Eólica del Alfoz, S.L. to Invesducro Eólica, S.L.;
  • Enernova sold its 5% interest in Bioeléctrica, S.L. to EDP Imobiliária.

Companies merged during the period:

  • Horizon Wind Energy Company LLC was merged into Horizon Wind Energy LLC;
  • Bolores Energia Eólica, S.A. and Safra Energia Eólica, S.A. were merged into Enernova Novas Energias, S.A..

Companies incorporated during the period:

  • Eólica de Radona S.L. was incorporated being 100% held by Sinae Inversiones Eólicas, S.A.;
  • Neolica Polska SP Z.O.O. was incorporated and it is 100% held by NEO;
  • The companies Cloud County Wind Farm, Pioneer Prairie Wind Farm I, LLC, Sagebrush Power Partners, LLC, Rail Splitter, Cloud West Wind Project, LLC, Wheatfield Wind Power Project, LLC and Whitestone Wind Purchasing, LLC were incorporated during 2008 and are 100% held by Horizon Wind Energy LLC.

Companies acquired during the period:

  • DEPSA S.A. acquired an additional 5% interest in Desarollos Eólicos del Corme, S.A.;
  • Desarrollos Catalanes Del Viento,S.L. acquired 100% of the companies Parc Eòlic de Coll de Moro, S.L., Parc Eòlic de Torre Madrina, S.L. and Parc Eòlic de Vilalba dels Arcs, S.L. (see note 17);
  • Nuevas Energías de Occidente,S.L. acquired 100% of the subgroups Hollywell and Ridgeside, several companies that are currently included in the Neo Galia subgroup, Bom Vent de Corbera, Bom Vent de Vilalba and Parc Eolic Molinars, S.L. (see note 17);
  • Nuevas Energías de Occidente,S.L. acquired 85% of the companies Renovatio Power and Cernavoda Power (see note 17);
  • Nuevas Energías de Occidente,S.L. acquired 51% of the companies Relax Wind Park IV Sp and Relax Wind Park II Sp;
  • Nuevas Energías de Occidente,S.L. increased the interest from 73.3% to 93.3% in the company Relax Wind Park I Sp and from 51% to 100% in the company Relax Wind Park III, Sp.

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

6. Revenue

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

7. Other operating income

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

8. Supplies and services

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

9. Personnel costs and employee benefits expense

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.

Employee benefits expense is analysed as follows:

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

10. Other operating expenses

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

11. Depreciation and amortisation expense

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

12. Gains / (losses) from the sale of financial assets

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

13. Other financial income and financial expenses

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).

14. Income tax expense

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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%

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

15. Property, plant and equipment

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

16. Intangible assets

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

17. Goodwill

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

Horizon Group

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).

Genesa Group

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).

Ceasa Group

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).

Relax Winds Group

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

Enernova Group

The decrease in Enernova Group goodwill is related with an adjustment to the contingent price of the subsidiary Bolores - Energia eólica, S.A..

Neo Galia SAS Group

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),

Hollywell and Ridgeside Groups

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).

Romania Group

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

Neo Catalunia Group

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

EDPR Brazil Group

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).

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

2008 Goodwill movements

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Neo Galia Group (including Ridgeside and Holywell)

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

Goodwill impairment tests - NEO Group

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.

Goodwill impairment tests - Horizon Group

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Impairment tests - Assumptions

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%

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

(a) Terminal value

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.

Reclassifications due to purchase price allocations carried out during 2009

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

18. Investments in associates

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 -

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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).

19. Available for sale financial assets

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

20. Deferred tax assets and liabilities

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

21. Inventories

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

22. Trade receivables

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

23. Debtors and other assets

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

24. Tax receivable

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

25. Financial assets at fair value through profit or loss

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).

26. Cash and cash equivalents

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%.

27. Capital and Share premium

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).

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

28. Reserves and retained earnings

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

Additional paid in capital

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.

Legal reserve

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.

Profit distribution (parent company)

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Fair value reserve (available-for-sale financial assets)

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 -

Exchange differences arising on consolidation

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 - -

29. Non controlling interest

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).

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

30. Financial debt

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

31. Employee benefits

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.

Employee benefit plans

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:

I. Defined benefit pension plans

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

II. Pension Plans - Defined Contribution Type

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.

III. Liability for Medical Care and Other Benefits Plans - Defined Benefit Type

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.

32. Provisions

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

33. Trade and other payables

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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%

As of 31 December 2009, Horizon had the following institutional equity partnerships:

(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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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).

34. Tax payable

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

35. Derivative financial instruments

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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%]

36. Commitments

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

37. Related parties

Main shareholders and shares held by company officers:

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

EDP Energías de Portugal, S.A. Sucursal en España EDP Finance BV Representative EDP Ásia - Investimentos e Consultoria, S.A. SCS—Serviços Complementares de Saúde,S.A. Hidroeléctrica del Cantábrico, S.A. Name of Board member Company Position António Fernando Melo Martins da Costa Representative Chairman of Board of Directors Board of Directors member Chairman of Board of Directors Nuno Maria Pestana de Almeida Alves Balwerk - Consultadoria Económica e Participações, S.U., Lda. Managing Director EDP Finance BV Representative Board of Directors member Board of Directors member and CFO EDP Imobiliária e Participações, S.A. Chairman of Board of Directors EDP Valor - Gestão Integrada de Serviços S.A. Chairman of Board of Directors EDP - Energias de Portugal, S.A. Sãvida - Medicina Apoiada, S.A. Energias do Brasil, S.A. Horizon Wind Energy, LLC Board of Directors member Chairman of Board of Directors Energia RE, S.A. Chairman of Board of Directors Electricidade de Portugal Finance Company Ireland, Lt. Director , EDP Energías de Portugal, S.A. Sucursal en España EDP Gás.com - Comércio de Gás Natural, S.A. Name of Board member Company Position Chairman of Board of Directors EDP - Energias de Portugal, S.A. Board of Directors member EDP - Gestão da Produção de Energia, S.A. João Manuel Manso Neto Manuel Menéndez Menéndez Naturgás Energía Grupo, S.A. Chairman of Board of Directors Board of Directors member Hidroeléctrica del Cantábrico, S.A. Chairman of Board of Directors Nuevas Energías de Occidente, S.L. Board of Directors member Hidrocantábrico Energia , S.A.U. Chairman of Board of Directors Eléctrica de la Ribera de Ebro, S.L. (Elebro) Chairman of Board of Directors Chairman of Board of Directors EDP Gás, S.G.P.S., S.A. Chairman of Board of Directors EDP Finance, B.V. Representative Hidroeléctrica del Cantábrico, S.A. EDP Gás II, S.G.P.S., S.A. Chairman of Board of Directors Naturgás Energia Grupo, S.A. Representative Second Vice-Chairman of Board of Directors EDP Estudos e Consultoria, S.A. Vice-Chairman of Board of Directors and Chief Executive EDP Gás III, S.G.P.S., S.A. Chairman of Board of Directors EDP Investimentos S.G.P.S., S.A. Chairman of Board of Directors d d l d f b ld d dd l f d f dd d b d f f b l f d

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Hidrocantábrico Gestión de Energia , S.A.U.

Sole Director

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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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

Remuneration of company officers

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

Balances and transactions with related parties

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).

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

38. Fair value of financial assets and liabilities

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.

Available for sale financial instruments and financial assets at fair value through profit or loss

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).

Cash and cash equivalents, trade receivables and suppliers

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.

Financial debt

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.

Derivative financial instruments

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.

CIRS with EDP Branch (note 37)

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

39. Relevant subsequent events

EDP Renováveis awarded 1.3 GW of wind offshore capacity in the UK

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.

EDP Renováveis signs long term agreement to sell green certificates in Poland

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

EDP Renováveis enters in the Italian wind market

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.

40. Recent accounting standards and interpretations used

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:

IAS 1 (amendment) – "Presentation of Financial Statements"

The Group has adopted this amendment and the impact was exclusively related to the presentation of consolidated financial statements.

IAS 23 (amendment) – "Borrowing costs"

The Group did not obtain any significant impact from the adoption of this amendment.

IAS 32 (amendment) - "Financial Instruments: Presentation - Puttable Financial Instruments and obligations arising from liquidation"

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.

IFRS 2 (amendment) - "Share-based payment: Acquisition conditions"

The Group did not obtain any significant impact from the adoption of this amendment.

IFRS 7 (amendment) – "Financial instruments: Disclosures"

The Group has adopted this amendment and the impact was exclusively related to the presentation of consolidated financial statements.

IFRS 8 – "Operational segments"

The Group has adopted this standard and the impact was exclusively related to the presentation of consolidated financial statements.

IFRIC 13 – "Customer Loyalty Programmes"

The Group did not obtain any significant impact from the adoption of this interpretation.

IFRIC 15 - "Agreements for the Construction of Real Estate"

The Group did not obtain any significant impact from the adoption of this interpretation.

IFRIC 16 – "Hedges of a Net Investment in a Foreign Operation"

The Group did not obtain any significant impact from the adoption of this interpretation.

Annual Improvement Project

The IASB publicated the Annual Improvement Project that changed the following standards:

  • IAS 1 "Financial Statements presentation";
  • IAS 16 - "Property, Plant and Equipment";
  • IAS 19 - ";Employee Benefits"
  • IAS 20 - "Accounting for government grants and disclosure of government assistance";
  • IAS 23 - "Borrowing Costs";
  • IAS 27 - "Consolidated and separate financial statements";
  • IAS 28 - "Investments in Associates";
  • IAS 39 - "Financial Instruments: Recognition and Measurement";
  • IAS 40 - "Investment Properties".

The Group did not obtain any significant impact from the adoption of these amendments.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

The Group has also decided against early application of the following standards and interpretations, which have been endorsed by the European Union in 2009:

  • IAS 39 (amendment) - "Financial Instruments: Recognition and measurement – Eligible hedged items"
  • IFRS 1 (amendment) - First time adoption of the International Financial Reporting Standards and IAS 27 - "Consolidated and Separate Financial Statements"
  • IFRS 3 (amendment) - "Business combinations" and IAS 27 (amendment) - "Consolidated and separate Financial statements"
  • IFRS 9 - "Financial instruments"
  • IFRIC 12 – "Service Concession Arrangements"
  • IFRIC 17 – "Distributions of Non-cash Assets to Owners"
  • IFRIC 18 – "Transfers of Assets from Customers"
  • Annual Improvement Project - Changes to IFRS 5 – "Non-current assets held for sale and discontinued operations"

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:

  • IFRS 9 - "Financial instruments"
  • Annual Improvement Project - Changes to IFRS 5 – "Non-current assets held for sale and discontinued operations"

41. Environment issues

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).

42. Assets held for sale

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).

43. Segmental reporting

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.

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

The Group generates energy from renewable resources in several locations and its activity is managed based on the following business segments:

  • Portugal Includes essentially the Enernova Group companies;
  • Spain Includes the Neo subgroup companies that operates in Spain;
  • Rest of Europe Includes the Neo subgroup companies that operate in France, Poland, Belgium and Romania;
  • United States of America includes the Horizon subgroup companies.
  • Other - Includes the EDP Renováveis Brasil subgroup companies, the financial investments and remain activities (Biomass and mini-hydric generation plants) not included in the 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.

Segment definition

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.

44. Audit and non audit fees

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

ANNEX 1

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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

Notes to the Consolidated Annual Accounts for the years ended 31 December 2009 and 31 December 2008

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).

EDP Renováveis, S.A. Group Activity by Operating Segment Operating Segment Information for the year ended 31 December 2009

(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

EDP Renováveis, S.A. Group Activity by Operating Segment Operating Segment Information for the year ended 31 December 2008

(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

Management Report

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

DISCLAIMER

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 RenováveisOrganization1

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)

1. MAIN EVENTS OF THE PERIOD

JANUARY

Jan 8th – EDP Renováveis announces the commercial operation of 3 wind farms with 500 MW in December 2008:

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.

Jan 20th – EDP Renováveis announces YE2008 provisional operating data:

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%.

FEBRUARY

Feb 2nd – EDPR signs a Power Purchase Agreement (PPA) with the Public Service Company of Oklahoma in the United States:

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.

Feb 17th – Approval of key energy-related tax incentives in the US:

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.

Feb 28th – EDP Renováveis announces YE2008 results:

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.

MARCH

Mar 18th – EDP Renováveis increases its presence in the Brazilian wind market:

EDP Renováveis Brasil has signed an agreement with innoVent, for the acquisition of the total share capital of its subsidiary Elebrás Projects.

Mar 21st – EDP Renováveis contracts Vestas for 76 wind generators for two Romanian wind farms:

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.

APRIL

Apr 22nd – EDP Renováveis announces 1Q2009 provisional operating data:

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%.

MAY

May 6th – EDP Renováveis announces 1Q2009 results:

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).

JUNE

June 18th – Horizon Wind Energy signs Power Purchase Agreement with AmerenUE:

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.

JULY

Jul 16th – EDP Renováveis announces 1H2009 provisional operating data:

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%.

Jul 29th – EDP Renováveis announces 1H2009 results:

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.

SEPTEMBER

Sep 1st – EDP Renováveis establishes a new type of institutional partnership structure for 101 MW in the US:

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.

Sep 1st – US Treasury approves EDP Renováveis' first cash grant in an amount of \$48 million:

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.

OCTOBER

Oct 14th – EDP Renováveis announces 3Q2009 provisional operating data:

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.

Oct 20th – EDP Renováveis begins operating one of Poland's largest wind farms:

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.

Oct 20th – Government of Asturias provisionally awards 246 MW to EDP Renováveis:

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.

Oct 28th – EDP Renováveis announces 3Q2009 results:

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.

DECEMBER

Dec 02nd – EDP Renováveis closes two institutional partnership structures in the US amounting to \$228 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.

Dec 16th – EDP Renováveis obtains 840 MW on the Spanish pre-registry for renewable capacity:

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.

Dec 28th - EDP Renováveis monetized \$525 million of tax credits in 2009 related to the 700 MW installed in the period:

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.

2. PERFORMANCE OF 2009

2.1 Financial1 and Operational Performance

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

2.2 Competitive Landscape and Business Plan

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.

3. REGULATORY ENVIRONMENT

3.1 General overview

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.

3.2 Government Support of Renewable Energy in Countries in which EDP Renováveis Operates

1- Spain

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.

2- Portugal

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.

3- France

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.

4- Belgium

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).

5- Poland

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.

6- Romania

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).

7- United Kingdom

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:

  • Extend its lifetime to 2037
  • Include a 20 year limit on support under the RO scheme
  • Increase the level of headroom to 10% and use headroom only to determine the total obligation after 2016.

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.

8‐ US

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:

  • Long-term extension and modification of Renewable Energy Production Tax Credit: extends the placed-in-service date for wind facilities for three years (through December 31th, 2012);
  • Temporary election to claim the Investment Tax Credit in Lieu of the Production Tax Credit: allows wind facilities to elect a 30% investment tax credit in the year that the facility is placed in service, in lieu of the production tax credit;
  • Treasury Department Energy Grants in Lieu of Tax Credits: allows taxpayers to receive a grant from the Treasury Department in lieu of tax credits. This grant will operate like the current-law investment tax credit. The Treasury Department will issue a grant in an amount equal to thirty percent (30%) of the cost of the renewable energy facility within sixty days of the facility being placed in service or, if later, within sixty days of receiving an application for such grant. This provision aims to guarantee the effectiveness of the tax credits, considering the current market conditions and the difficulty in financing projects.

9- Brazil

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.

3.3 Renewable Energy Credits

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.

3.4 Production Tax Credits

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.

4. KEY RISKS AND UNCERTAINTIES

Internal business risk detection system

The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:

4.1 Risks relating to received prices

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.

Management of Electricity Prices Exposure

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.

4.2 Regulatory Risks

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.

Management of Regulatory Risks

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.

4.3 Risks related to energy production

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.

Management of Risks Related to Volatility of Energy Production

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.

4.4 Risks related wind turbine performance

Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.

Management of Wind Turbine Performance Risk

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:

    1. Maximize Availability of Turbines
    1. Improve Efficiency
    1. Manage Reactive Energy

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.

4.5 Permitting risks

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.

Management of Permitting Risk

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.

4.6 Wind turbine supply risks:

Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:

  • Price risk: this occurs when the supply of wind turbines cannot meet the growing demand, and prices rises sharply, impacting profitability of new wind farms
  • Quantity risk: when no wind turbines are available for the construction of new wind farms.

Management of Wind Turbine Supply Risk

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.

4.7 Exposure to financial markets

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.

Management of Financial Risks

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.

1. Interest rate risk

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.

2. Exchange rate risk

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.

4.8 Counterparty credit risk

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.

Management of Counterparty Credit Risk

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.

4.9 Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

Management of Liquidity Risk

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.

5. FINANCE HEDGING DERIVATIVE INSTRUMENTS

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.

5.1 Cross Currency Interest Rate Swaps

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.

5.2 Hedge Agreements – exchange rate

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.

5.3 Hedge Agreements – commodities

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.

6. TREASURY STOCK (OWN SHARES)

During the 2009 exercise, EDP Holding and EDPR do not hold (or have bought) any treasury stocks (own shares).

7. ENVIRONMENT

Environmental Commitment

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:

  • Site Characterization Studies;
  • Airspace Constraint Studies;
  • Phase I Environmental Site Assessments;

  • Baseline Wildlife Studies;
  • Wetland Assessments; and
  • Cultural and Historic Resource Assessments.

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.

Climate Change

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:

  • It does not directly produce greenhouse gases. Power delivered to the grid from wind farms will directly offset the generation of energy at existing conventional power plants, having a positive impact on air quality;
  • It is inexhaustible;
  • It increases the energy independence of a country.

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.

Emissions, Effluents and Waste

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.

Efficient Use of Resources

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;

  • The judicious use of air conditioning systems;
  • The configuration of computer settings to save energy;
  • The purchasing of Energy Star office appliances, such as computers and monitors;
  • The use of ambient light in the offices;
  • The recycling of paper, aluminium cans and plastic; and
  • The optimization of water consumption.

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.

Environmental Protection

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.

Biodiversity

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:

  • Funding of rescue campaign and improvement of the goosefoot eaglet in Albacete (Spain);
  • Arrangement of electrical laying in which high mortality of avifauna has been registered;
  • Installation of fire-prevention rafts in Catalonia (Spain); and
  • Three year commitment to support Operation Migration and participation in the Habitat Conversation Plan for Whooping Cranes (U.S.).
  • Support to start a Sage Grouse Collaborative to conduct research on potential wind impact to Sage Grouse (US)
  • Wetland mitigation First year of monitoring of one wetland created during construction of Elkhorn Valley wind farm and fifth year of monitoring of two wetland in Maple Ridge wind farm.

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.

Environmental Education

EDP Renováveis develops internal programs for environmental awareness training to ensure that its employees recognize:

  • The importance of the Corporate Environmental Policy;
  • Their role in the fulfilment of the requirements and procedures of the Environmental Management System, including the requirements for emergency preparation and response;
  • The potential impact of business activities on the environment;
  • The benefits to the environment that come from responsible behaviours; and
  • The potential consequences of non-compliance.

8. HUMAN CAPITAL

8.1 Our Employees

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:

  • Equity Ensure internal fairness and even-handedness through a professional development and rewards model based on criteria that are transparent and transversal within the group.
  • Development Attract, retain and develop talent and skills through a competitive remuneration policy throughout all geographies for EDPR Group that are in line with specific requirements of each business; considering the importance of the different functions and employee potential.
  • Performance Appraise merit and performance in professional development and reward employees, ensuring commitment and responsibility in obtaining both individual and team results within the organization or the Group.

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.

8.2 Profile

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.

8.3 Training and Education

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.

8.4 Evaluation & Performance

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.

8.5 International Mobility

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.

8.6 Satisfaction

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.

8.7 Benefits

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:

  • Medical insurance,
  • Life insurance
  • Accident insurance
  • Business travel insurance
  • work/life balance
  • Pension plans or retirement plans.

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.

8.8 Labour Relations

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.

8.9 Human Rights

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%

9. RESEARCH AND DEVELOPMENT (R&D)

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.

10. RELEVANT EVENTS AFTER CLOSING OF THE PERIOD

10.1 EDP Renováveis awarded 1.3 GW of wind offshore capacity in the UK:

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.

10.2 EDP Renováveis signs long-term agreement to sell green certificates in Poland:

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.

10.3 EDP Renováveis enters the Italian wind market through the acquisition of 520 MW to be developed:

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.

10.4 EDP Renováveis announces YE2009 provisional operating data:

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%.

10.5 EDP Renováveis signs PPA with Tennessee Valley Authority in the US

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.

11. CORPORATE GOVERNANCE OVERVIEW

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.

11.1 Model of Management and Supervision

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:

  • Board of Directors;
  • Executive Committee;
  • Audit and Control Committee;
  • External auditor.

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.

11.2 Corporate Bodies

General Meeting of Shareholders

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.

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

11.3 Summarized Organization Chart

11.4 Capital Structure

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.

11.5 Shar reholder Str ructure

Shareho older Structu ure – 31 Dec cember 200 09

Free Flo oat

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

11.6 Qualifying shareholding

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.

11.7 Holder of special rights

EDP Renováveis share are of a single class and series and have been fully paid up. There are no holders of special rights.

11.8 Restrictions on the transfer of shares

Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDP Renováveis shares.

11.9 Shareholders' agreements

As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.

11.10 EDP Renováveis in the Capital Markets

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

11.11 EDP Renováveis share price

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.

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

(*) January 1st, 2009 and June 4th, 2008,respectively

2009 Main Events on EDP Renováveis share price

1 20-Jan EDPR announces provisional 2008 operating data Date Descripton

  • 2 17-Feb Approval of key energy-related incentives in the US applicable to EDPR NA
  • 3 26-Feb EDPR announces provisional 2008 results
  • 4 18-Mar EDPR increases its presence in the Brazilian market
  • 5 14-Apr EDPR annual shareholder meeting
  • 6 22-Apr EDPR announces provisional operating data for the 1st quarter 2009
  • 7 6-May EDPR announces the financial results for the 1st-quarter 2009
  • 8 16-Jul EDPR announces provisional operating data for the 1st half 2009
  • 9 29-Jul EDPR announces the financial results for the 1st half 2009
  • 10 1-Sep EDPR establishes a new type of institutional partnership structure for 101 MW in the US
  • 11 1-Sep US treasury approves EDPR's first cash grant
  • 12 14-Oct EDPR announces provisional nine-months 2009 operating data
  • 13 20-Oct Government of Asturias provisionally awards 246 MW to EDPR
  • 14 28-Oct EDPR announces nine-months 2009 results
  • 15 2-Dec EDPR closes two institutional partnership strucutures in the US
  • 16 16-Dec EDPR obtains 840 MW in the Spanish pre-registry for renewable capacity 17 28-Dec EDPR establishes its second institutional partnership structure incorporating the cash grant for 101 MW in the US

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

11.12 Dividend policy

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)

TABLE OF CONTENTS

    1. Statement of compliance
    1. Corporate governance structure
    1. Shareholder structure
    1. Management and control system
    1. Exercise of shareholders' rights
    1. Remuneration
    1. Shares and dividend policy
    1. Company's market relations

ANNEX

  • I. Main positions held by members of Board of Directors over the last five years
  • II. Current positions of the members of the Board of Directors in companies not belonging to the same group as EDP Renováveis, S.A.
  • III. Current positions of the members of the Board of Directors in companies belonging to the same group as EDP Renováveis, S.A.
  • IV. Board of Directors
  • V. EDP Renováveis shares owned by members of the Board of Directors as at 31.12.2009

EXTRACT OF MINUTES OF GENERAL SHAREHOLDERS MEETING

0. Statement of Compliance

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 Participation in the meeting

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 Quorum and decisions

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 Minutes and information on decisions

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 Company control measures

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. MANAGEMENT AND SUPERVISORY BODIES

II.1. GENERAL MATTERS

II.1.1. STRUCTURE AND DUTIES

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 INCOMPATIBILITIES AND INDEPENDENCE

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 ELIGIBILITY AND APPOINTMENT

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 WHISTLE-BLOWING POLICY

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 REMUNERATION

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. BOARD OF DIRECTORS

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

Adopted 3.1.3

II.3 CEO, EXECUTIVE COMMITTEE AND EXECUTIVE BOARD OF DIRECTORS

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

II.4. GENERAL AND SUPERVISORY BOARD, FINANCIAL COMMITTEE, AUDIT COMMITTEE AND AUDIT BOARD

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. SPECIALISED COMMITTEES

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.

Statement on compliance with independence criteria

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

1. CORPORATE GOVERNANCE STRUCTURE

1.1. Model of management and supervision

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:

  • Board of Directors;
  • Executive Committee;
  • Audit and Control Committee;
  • External auditor.

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.

1.2. Corporate Bodies

1.2.1. General Meeting of Shareholders

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.

1.2.2. 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.

1.2.3. Chairperson and Vice-Chairperson of the Board

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:

  • Convening and presiding over the meetings of the Board of Directors, establishing their agenda and directing discussions and decisions;
  • Acting as the Company's highest representative dealing with public bodies and any sectorial or employers bodies.

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.

1.2.4. Chief Executive Officer

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

1.2.5. Company secretary

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:

  • Assisting the Chairperson in his/her duties;
  • Ensuring the smooth operation of the Board, assisting and informing it and its members;
  • Safeguarding company documents;
  • Describing in the minutes books the proceedings of Board meetings and bearing witness to its decisions;
  • Ensuring at all times the formal and material legality of the Board's actions so that they comply with the Articles of Association and Board Regulations;
  • Monitoring and guaranteeing compliance with provisions imposed by regulatory bodies and consideration of their recommendations;
  • Acting as secretary to the committees.

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

1.2.6. Committees

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.

1.2.6.1. Executive Committee

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.

1.2.6.2. Nomination and Remuneration Committee

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.

1.2.6.3. Committee on Related-Party Transactions

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.

1.3. Audit and Control Committee

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.

1.4. Organization Chart

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:

1.4.1. Chief Financial Officer (Rui Teixeira)

It is the Chief Financial Officer's job:

  • To propose and ensure the implementation of the Group's financial policy and management, including (i) negotiating, managing and controlling financing, (ii) optimizing cash management and (iii) proposing financial risk management policy;
  • To coordinate and prepare budget and business plan of the Group, with the Group's business platforms.
  • To manage the Group's monthly closing of accounts and financial statements, and to analyze the financial and operational performance of the Group;
  • To manage relations with the Group's shareholders, potential investors and market analysts to promote the value of its shares on the capital market;
  • To coordinate the Group's procurement and its relations with main suppliers and ensuring the implementation of the Group's procurement strategy and policy.

1.4.2. Chief Business Development Officer (Luís Adão da Fonseca)

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.

1.4.3. Chief Operating Officer for Europe (João Paulo Costeira)

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.

1.4.4. Chief Operating Officer for North America (Gabriel Alonso Imaz)

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.

1.4.5. Company secretary and Legal Counsel (Emilio García-Conde Noriega)

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.

2. Share eholder Struc cture

2.1 Cap pital Structur re

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2.4. Holder of special rights

EDP Renováveis share are of a single class and series and have been fully paid up. There are no holders of special rights.

2.5. Restrictions on the transfer of shares

Pursuant to Article 8 of the Company's Articles of Association, there are no restrictions on the transfer of EDP Renováveis shares.

2.6. Shareholders' agreements

As far as the Board of Directors of EDP Renováveis knows, there are currently no shareholders' agreements regarding the Company.

3. MANAGEMENT AND CONTROL SYSTEM

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.

3.1. Structure, competences and functioning of the Board of Directors

3.1.1. Structure

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.

3.1.2. Competences

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:

  • Acquire, for the purpose of encumbrance or profit, assets and properties, rights, shares and holdings convenient to the Company;
  • Dispose of, mortgage or encumber assets and properties, rights, shares and holdings of the Company and cancel mortgages and other real rights;
  • Negotiate and make as many loans or credit operations as it sees fit;
  • Sign and enter into any acts or contracts with public or private entities;
  • Bring all civil and criminal suits of all kinds pertaining to the Company and represent it in dealings with officials, authorities, corporations and government, administrative, economic, litigant and judicial courts, civil courts and chambers for social and labour matters of the Supreme Court and higher courts of justice of the autonomous communities, with no limitations, including the Court of Justice of the European Communities, and in general in dealings with the public administration at all levels and to intervene or promote, pursue and end by all proceedings and instances any

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;

  • Call General Meetings and submit to their appreciation any proposals that it sees fit;
  • Run the Company's affairs and the organization of its work and operations, be informed of the course of company business and operations, decide on the investment of funds, perform extraordinary amortization of bonds in circulation and do anything it sees fit for the best pursuit of the Company's object;
  • Freely appoint and discharge directors and all technical and administrative personnel at the Company and indicate their duties and remuneration;
  • Agree to changes in registered office within the same municipality;
  • Constitute and endow under the law all kinds of legal person, contribute and transfer all classes of goods and rights and enter into concentration and cooperation agreements, associations, groupings and temporary unions of companies or businesses and community property and agree upon their alteration, conversion and closure;
  • Perform any other acts expressly assigned to it by the Articles of Association or applicable law. This list is not limitative and only indicative in nature.

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.

3.1.3. Functioning

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:

  • Invitations to meetings shall include the agenda, albeit provisional, of the meeting and be accompanied by relevant available information or documentation;
  • The directors have the broadest powers to obtain information on any aspect of the Company, to examine its books, records, documents and other registers of the Company's operations. In order to prevent distortions in the Company management, the exercise of the powers to obtain information shall be channeled through the Chairperson or Secretary of the Board of Directors;
  • Any director may request the hiring, on the Company's account, of legal advisers, accountants, financial or commercial specialists or other experts. The performance of the job must necessarily relate to concrete problems of a certain importance and complexity. Requests to hire experts shall be channeled through the Chairperson or

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.

3.2. Structure, competences and functioning of committees

3.2.1. Executive Committee

3.2.1.1. Structure

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.

3.2.1.2. Competences

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.

3.2.1.3. Functioning

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.

3.2.2. Nomination and Remunerations Committee

3.2.2.1. Structure

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.

3.2.2.2. Competences

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:

  • To define the principles and criteria regarding the membership of the Board of Directors and the selection and appointment of its members;
  • To propose the appointment and re-election of directors when they should be done by co-option or in any case for their submission to the General Meeting by the Board;
  • To propose members of the different committees to the Board of Directors;
  • Within the provisions of the Articles of Association, to propose to the Board the system, distribution and amount of remuneration of the directors and, if applicable, propose to the Board the terms of the directors' contracts;
  • To inform and, if applicable, propose to the Board of Directors the appointment and/or dismissal of senior managers and the terms of their contracts and, in general, define senior management hiring and remuneration policies;
  • To revise and report on incentive plans, pension supplements and remuneration programs;
  • To evaluate the members of the Executive Committee with a view to establishing individual remuneration proposals for each of its members;
  • To evaluate the overall performance of the Board of Directors, on the basis of its own performance and that of its committees;
  • To perform any other functions assigned to it by the Articles of Association or the Board of Directors.

3.2.2.3. Functioning

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.

3.2.2.4. Activity in 2009

In 2009 the main proposals made by the Nomination and Remunerations Committee were:

  • Propose an annual fixed remuneration for the Chairperson of the General Meeting;
  • Fixed remuneration and annual and multi-annual variable remuneration for the year 2009 and 2010;
  • Performance evaluation of the Board of Directors and the Executive Committee.

3.2.3. Related Party Transactions Committee

3.2.3.1. Structure

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.

3.2.3.2. Competences

The Related Party Transactions Committee is a body belonging to the Board of Directors and performs the following duties, without prejudice to others that the Board may assign to it:

  • Periodically informing the Company's Board of Directors of business and legal relations to be established between EDP or related parties and EDP Renováveis or related parties;
  • To submit for annual approval the Company's results in terms of compliance of business and legal relations between the EDP Group and the EDP Renováveis Group and operations between related parties performed during the year in question;
  • Ratifying, within the deadlines of meeting the needs of each particular case, transactions between EDP and/or its related parties with EDP Renováveis, and/or its related parties, whenever the value of an transaction is higher than € 5,000,000 or represents 0.3% of the consolidated annual revenue of the EDP Renováveis Group in the preceding year;
  • Ratifying any amendments to the framework agreement signed by EDP and EDP Renováveis on 7 May 2008;
  • Submitting recommendations to the Company's Board of Directors or the Executive Committee on operations between EDP Renováveis and its related parties and EDP and its related parties;
  • Asking EDP for access to information required to perform its duties.

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.

3.2.3.3. Functioning

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.

3.2.3.4. Activity in 2009

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.

3.3. Audit and Control Committee

3.3.1. Structure

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.

3.3.2. Competences

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:

  • Informing General Meetings, through its Chairperson, on matters regarding its competences;
  • Proposing to the Board of Directors for submission to the General Meeting the appointment of Company Auditors and the terms of their hiring, scope of their work and revocation and renewal of their contracts;
  • Supervising internal auditing activities;
  • Monitoring financial reporting, internal control systems and risk management;
  • Drafting an annual report on its supervisory duties and giving its opinion on the annual report, accounts and proposals submitted by the Board of Directors;
  • Receiving whistle-blowing reports on financial and accounting matters made by Company employees or shareholders;
  • Hiring experts to collaborate with any of the committee members in their duties, in which case contracts and remuneration of said experts shall take into account the importance of the matters assigned to them and the Company's economic situation;
  • Keeping up relations with the auditors on questions that may jeopardize their independence and any others related to the auditing process and receiving and keeping information on any other matters set forth in audit legislation and auditing standards in effect at any given time;
  • Writing reports at the request of the Board and its committees;
  • Reflecting on the governance system adopted by EDP Renováveis in order to identify areas for improvement;
  • Dealing with any other matters assigned to it by the Board of Directors or the Articles of Association.

3.3.3. Functioning

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.

3.3.4. Activity in 2009

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.

3.4. Incompatibility and independence

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:

  • People who are directors of or are associated with any competitor of EDP Renováveis and those who are related to the above. A company shall be considered to be a competitor of EDP Renováveis if it is directly or indirectly involved in the generation, storage, transmission, distribution, sale or supply of electricity or combustible gases and also those that have interests opposed to those of EDP Renováveis, a competitor or any of the companies in its Group, and directors, employees, lawyers, consultants or representatives of any of them. Under no circumstances shall companies belonging to the same group as EDP Renováveis, including abroad, be considered competitors;
  • People who are in any other situation of incompatibility or prohibition under the law or Articles of Association. Under Spanish law, people, among others, who are i) aged under eighteen (18) years, (ii) disqualified, iii) competitors; (iv) convicted of certain offences or (v) hold certain management positions are not allowed to be directors.

3.5. Rules of appointment and discharge of members of the Board of Directors and Audit and Control Committee

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.

3.6. Business between the Company and members of the company's governing bodies or Group companies

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.

3.6.1. Framework agreement

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.

3.6.2. Executive Management Services Agreement

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.

3.6.3. Finance agreements and guarantees

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:

3.6.3.1. Loan Agreements

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.

3.6.3.2. Counter-guarantee agreement

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.

3.6.3.3. Current account agreement

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.

3.6.3.4. Financing agreements

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.

3.6.3.5 Cross Currency Interest Rate Swaps

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.

3.6.3.6. Hedge Agreements – exchange rate

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.

3.6.4. Hedge Agreements – commodities

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.

3.6.5. Trademark licensing agreement

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.

3.6.6. Consultancy service 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.

3.6.7. Research and development agreement

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.

3.6.8. Management support service agreement between Enernova – Novas Energias, S.A. and EDP Valor – Gestão Integrada de Recursos, S.A.

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.

3.7. Internal control systems and risk management

3.7.1. Internal financial information control system

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.

3.7.2. Internal business risk detection system

The main risks and uncertainties that can affect the operation performance of EDP Renováveis are the following:

3.7.2.1. Risks relating to received prices

Exposure to market electricity prices

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.

Management of electricity prices exposure

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.

3.7.2.2. Regulatory Risks

Exposure to Regulatory risks

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

Management of regulatory risks

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.

3.7.2.3. Risks related to energy production

Risk related to volatility of energy production

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.

Management of risks related to volatility of energy production

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.

3.7.2.4. Risks related wind turbine performance

Wind turbine performance risk

Wind turbine performance risk is the risk that the performance of the turbine is not optimum, and therefore, the energy output declines.

Management of wind turbine performance risk

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:

  • 1- Maximize Availability of Turbines
  • 2- Improve Efficiency
  • 3- Manage Reactive Energy

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.

3.7.2.5. Permitting risks

Permitting risks

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

Management of permitting risk

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.

3.7.2.6. Wind turbine supply risks:

Wind turbine supply risk

Wind turbine is a significant part of a wind farm's investment cost (70% to 80%). The main risks associated to wind turbines are:

  • Price risk: this occurs when the supply of wind turbines cannot meet the growing demand, and prices rises sharply, impacting profitability of new wind farms
  • Quantity risk: when no wind turbines are available for the construction of new wind farms.

Management of wind turbine supply risk

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.

3.7.2.7. Exposure to financial markets

Risks related to the exposure to financial markets

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.

Management of financial risks

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.

  1. Interest rate risk

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.

  1. Exchange rate risk

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.

3.7.2.8. Counterparty credit risk

Counterparty credit risk

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.

Management of counterparty credit risk

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.

3.7.2.9. Liquidity risk

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.

Management of liquidity risk

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.

3.8. External auditor

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.

3.9. Whistle-blowing policy

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:

  • To enable any employee to freely report his/her concerns in these areas to the Audit and Control Committee;
  • To facilitate early detection of irregularities that, if they occurred, might cause serious losses to the EDP Renováveis Group and its employees, customers and shareholders.

Contact with the Company's Audit and Control Committee is only possible by email and post, and access to information received is restricted.

Any complaint addressed to the Audit and Control Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. 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.

4. EXERCISE OF SHAREHOLDER'S RIGHTS

4.1. Description and competences of the General Meeting of shareholders

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:

  • Appointing and dismissing the directors;
  • Appointing the auditors;
  • Review of the performance the company management, approving, if applicable, the accounts of the previous financial year and deciding on the appropriation of profits;
  • Increasing and reducing the share capital and delegating to the Board of Directors, if applicable, within the legal time limits, the power to set the date or dates, who may use said delegation wholly or in part, or refraining from increasing or reducing the capital in view of the conditions of the market or the Company or any particularly relevant fact or event justifying such a decision in their opinion, reporting it at the first General Meeting of Shareholders held after the end of the time limit for its execution;
  • Delegating to the Board of Directors the power to increase the share capital pursuant to Article 153(1)(b) of Royal Legislative Decree 1564/1989 of 22 December, which approves the Revised Text of the Law on Public Limited Companies (Public Company Law);
  • Issuing bonds;
  • Amending the Articles of Association;
  • Dissolving, merging, spin off and transformation the Company;
  • Deciding on any matter submitted to it for decision by the Board of Directors, which shall be obliged to call a General Meeting of Shareholders as soon as possible to deliberate and decide on concrete decisions included in this article submitted to it, in the event of relevant facts or circumstances that affect the Company, shareholders or corporate bodies.

The decisions of the General Meeting are binding on all shareholders, including those voting against and those who did not participate in the meeting.

A General Meeting may be ordinary or extraordinary. In either case, it is governed by the law and Articles of Association.

  • An Ordinary General Meeting must be held in the first six (6) months of each year to review of the performance the company management, approve the annual report and accounts for the previous year and the proposal for appropriation of profits and approve the consolidated accounts, if appropriate. The General Meeting also decides on any other matters falling within its powers and included on the agenda;
  • An Extraordinary General Meeting is any meeting other than that mentioned above.

4.2. Right to attend

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.

4.3. Voting and voting rights

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.

4.4. Mail and electronic communication votes

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.

4.5. Quorum for constituting and adapting decisions of the General Meeting

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.

4.6. Board of the General Meeting

The Chairperson of the General Meeting is appointed by the meeting itself and must be a person who meets the same requirements of independence as for independent directors. The appointment is for three years and 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

4.7. Minutes and information on decisions

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.

4.8. Measures regarding control and changes of control of the Company

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.

5. REMUNERATION

5.1. Remuneration of the members of the Board of Directors and of the Audit and Control Committee

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.

5.2. Performance-based components, variable component and fixed amount

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.

5.3. Annual remuneration of the Board of Directors and Audit and Control Committee

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

5.4. Statement on remuneration policy

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 policy followed when fixing EDP Renováveis managers' remuneration is the same as that for Company employees in general;
  • The remuneration of the Company's managers therefore consists of fixed remuneration and a variable component;
  • The quality/quantification of the performance is established in accordance with criteria previously defined by the Board of Directors;
  • As a result, when defining any managers' performance bonuses, consideration is given not only to factors all employees' behaviour, taking into account the degree of responsibility their position and their ability to adapt to the Company and its procedures but also the economic and financial performance of their particular business area and of EDP Renováveis as a whole.

5.5. General Meeting's assessment of Company remuneration policy and performance evaluation of its governing bodies

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.

5.6. Attendance at the Ordinary General Meeting of shareholders of a representative of the Nomination and Remuneration Committee

All the members of the Nomination and Remuneration Committee will be present or represented at the first General Meeting of Shareholders of EDP Renováveis.

5.7. Proposal on the approval of plans on share remuneration and/or share purchase options or on the basis of share price fluctuations

The Company has not approved any plans for share remuneration or share purchase options or plans based on share price fluctuations.

5.8. Auditor's Remuneration

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.

6.0 The EDP Renováveis Share and Dividend Policy

6.1 EDP Renováveis in the Capital Markets

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

6.2 EDP Renováveis share price

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.

2009 Main events impact on EDP Renováveis share price

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

  • 12 14-Oct EDPR announces provisional nine-months 2009 operating data
  • 13 20-Oct Government of Asturias provisionally awards 246 MW to EDPR
  • 14 28-Oct EDPR announces nine-months 2009 results
  • 15 2-Dec EDPR closes two institutional partnership strucutures in the US
  • 16 16-Dec EDPR obtains 840 MW in the Spanish pre-registry for renewable capacity
  • 17 28-Dec EDPR establishes its second institutional partnership structure incorporating the cash grant for 101 MW in the US

6.3 Dividend policy

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.

7 Investor Relations

7.1 General obligation to provide information

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.

7.2 EDP Renováveis Investor Relations Department

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:

  • To ensure compliance with all legal obligations arising from the fact that EDP Renováveis is a listed company;
  • To define and implement the company's strategy for communication with analysts and investors, when assisting the management team in drafting EDP Renováveis financial and strategic communication policy and in preparing, processing and publishing information;
  • To coordinate, prepare and conduct information sessions, press conferences and roadshows. This includes disclosing significant events and other communications, to publish quarterly results and periodic financial statements, to give strategic presentations to the market, to organise road-shows with management team members in the main financial markets, to hold and monitor regular meetings and conference calls at the request of investors and analysts and to provide answers to queries on the business environment and activities of EDP Renováveis by email, telephone or in person from analysts and institutional and private investors;
  • To inform the management team of the expectations of financial analysts and benchmark with the competition, to monitor all changes in the stock exchange and financial markets of interest to the company, to filter information into the company when justified and to inform it of the different perceptions that capital market players have of EDP Renováveis activity;
  • To develop and update the investor relations section of the EDP Renováveis website (www.edprenovaveis.com).

7.3 Activity in 2009

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.

7.4 Company information on website

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

Annex I: Main positions held by members of Board of Directors over the last five years

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.

Annex II: Current positions of the members of the Board of Directors in companies not belonging to the same group as EDP Renováveis, S.A.

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.

Annex III: Current positions of the members of the Board of Directors in companies belonging to the same group as EDP Renováveis, S.A.

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

Annex IV:

BOARD OF DIRECTORS

António Mexia (Chairman)

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.

Ana Maria Fernandes (Vice-Chairman and Chief Executive Officer)

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.

António Martins da Costa

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).

Nuno Alves

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.

João Manso Neto

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.

José Silva Lopes

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.

António Nogueira Leite

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.

Rafael Caldeira Valverde

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.

José Fernando Maia de Araújo e Silva

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.

Manuel Menéndez Menéndez

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.

Jorge Santos

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.

Francisco José Queiroz de Barros de Lacerda

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.

João Manuel de Mello Franco

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.

João José Belard da Fonseca Lopes Raimundo

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.

Daniel M. Kammen

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.

Gilles August

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.

SECRETARY OF THE BOARD

Emilio García-Conde Noriega

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.

Annex V: EDP Renováveis shares owned by members of the Board of Directors as at 31.12.2009

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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