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PROPOSALS OF THE BOARD OF DIRECTORS OF EDP RENOVÁVEIS S.A.
FOR THE GENERAL SHAREHOLDERS’ MEETING APRIL 23, 2013
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
FIRST ITEM OF THE AGENDA
Review and approval, where appropriate, of the individual annual accounts of EDP
RENOVÁVEIS, S.A. (balance sheet, profit and loss account, changes to the net assets, cash flow statement and notes), as well as those consolidated with its subsidiaries (balance sheet, profit and losses account, changes to the net assets, cash flows statement and notes), for the fiscal year ended on December 31,2012.
PROPOSED RESOLUTION FOR THE FIRST ITEM OF THE AGENDA
Approve the individual annual accounts of EDP RENOVÁVEIS, S.A. (balance sheet, profit
and loss account, changes to the net assets, cash flow statement and notes) and those consolidated with its subsidiaries (balance sheet, profit and losses account, changes to the net assets, cash flow statement and notes) for the fiscal year ended December 31, 2012, which were formulated by the Board of Directors at its meeting dated February 26, 2013.
THE DOCUMENTS THAT SUPPORT THE FIRST PROPOSAL ARE A VAILABLE AT CMVM AND EDP
RENOVÁVEIS, S.A. WEBSITE
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
SECOND ITEM OF THE AGENDA
Review and approval, where appropriate, of the proposed application of results and
distribution of dividends for the fiscal year ended on December 31, 2012.
PROPOSED RESOLUTION FOR THE SECOND ITEM OF THE AGENDA
It is proposed to approve the allocation of the profits made by the Board of Directors
with the favourable opinion of the Audit Committee, at its meeting dated February 26, 2013,
which is detailed below.
Base breakdown:
Profit for the year 2012 50.838.439,82 Euros
Distribution:
- To Legal Reserve 5.083.843,98 Euros
-To Dividends 34.892.326,48 Euros
- To Voluntary Reserve 10.862.269,36 Euros
The proposed dividend is 0,04 Euros per share, subject in any case to the provisions of
the tax legislation.
This value contains the total share capital of the EDP Renováveis, S.A.
The payment of the dividends will be effective within 30 days (on May 23, 2013) and
payment will be made through a paying agent.
For information purposes, the shares will begin trading without dividends (ex dividend)
3 trading days prior to the date of the payment according to the rules applicable to the
regulated markets in which the shares are admitted for trading.
EDP Renováveis, S.A. will provide detailed information on the remaining terms and
conditions of payment of the dividends with a minimum 10 days prior to the date of the
payment thereof (on May 13, 2013), all in accordance with the rules that are applicable to
regulated markets in which the shares are admitted for trading.
It is also proposed to empower, to the full extend that is necessary under law, the
Board of Directors and the Executive Committee, with the express power of substitution, to
designate the entity which will acts as paying agent and to decide and implement all actions
necessary or appropriate to achieve the effective implementation of the approved
distribution of dividends.
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
THIRD ITEM OF THE AGENDA
Review and approval, where appropriate, of the Individual Management Report of
EDP RENOVÁVEIS, S.A., the Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended December 31, 2012.
PROPOSED RESOLUTION FOR THE THIRD ITEM OF THE AGENDA
Approve the Individual Management Report of EDP RENOVÁVEIS, S.A., the
Consolidated Management Report with its subsidiaries, and its Corporate Governance Report, for the fiscal year ended December 31, 2012 proposed by the Board of Directors at its meeting dated February 26, 2013.
THE DOCUMENTS THAT SUPPORT THE THIRD PROPOSAL ARE A VAILABLE AT CMVM AND EDP
RENOVÁVEIS, S.A. WEBSITE
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
FOURTH ITEM OF THE AGENDA
Review and approval, where appropriate, of the management conducted by the
Board of Directors during the fiscal year ended December 31, 2012.
PROPOSED RESOLUTION FOR THE FOURTH ITEM OF THE AGENDA
Approve the management and performance of the Board of Directors during the fiscal
year ended December 31, 2012, as well as a vote of confidence to its members.
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
FIFTH ITEM OF THE AGENDA
Board of Directors: ratification of the appointment by cooption of Members of the Board1 :
Fifth.1.- Ratification of the appointment by cooption of the Board Member Mr. João Manuel
Veríssimo Marques da Cruz.
Fifth.2.- Ratification of the appointment by cooption of the Board Member Mr. António do
Pranto Nogueira Leite.
Fifth.3.- Ratification of the appointment by cooption of the Board Member Mr. Acácio Jaime
Liberado Mota Piloto.
Fifth.4.- Ratification of the appointment by cooption of the Board Member Mr. José António
Ferreira Machado
PROPOSED RESOLUTION FOR THE FIFTH ITEM OF THE AGENDA
Fifth 1: Ratification of the appointment of Mr. João Manuel Veríssimo Marques da Cruz as Member of
the Board, appointed by cooption according to the resolution adopted by the Board of Directors at its
meeting held on May 8, 2012, following a previous favorable opinion of the Nominations and
Remunerations Committee, whose office ends on June 21, 2014, as corresponded to the position of the
previous Member of the Board, Mrs. Ana Maria Machado Fernandes, which position he replaces.
Fifth 2: Ratification of the appointment of Mr. António do Pranto Nogueira Leite as Member of the
Board, appointed by cooption according to the resolution adopted by the Board of Directors at its
meeting held on February 26, 2013, following a previous favorable opinion of the Nominations and
Remunerations Committee, whose office ends on June 21, 2014, as corresponded to the position of the
previous Member of the Board, Mr. Luis da Abreu Castelo-Branco Adão da Fonseca which position he
replaces.
Fifth 3: Ratification of the appointment of Mr. Acácio Jaime Liberado Mota Piloto as Member of the
Board, appointed by cooption according to the resolution adopted by the Board of Directors at its
meeting held on February 26, 2013, following a previous favorable opinion of the Nominations and
Remunerations Committee, whose office ends on June 21, 2014, as corresponded to the position of the
previous Member of the Board, Mr. António do Pranto Nogueira Leite, which position he replaces.
Fifth 4: Ratification of the appointment of Mr. José António Ferreira Machado as Member of the Board,
by cooption according to the resolution adopted by the Board of Directors at its meeting held on
February 26, 2013, following a previous favorable opinion of the Nominations and Remunerations
Committee, whose office ends on June 21, 2014, as corresponded to the position of the previous
Member of the Board, Mr. Francisco José Queiroz de Barros de Lacerda which the position replaces.
The appointed Directors may accept their office by any legal means.
1 Each of the proposals under items 1 to 4 shall be voted separately.
João Manuel Veríssimo Marques da Cruz
Born in 1961, he holds a degree in Management (1984) from Lisbon’s ISE at the Technical University
of Lisbon - Instituto Superior de Economia da Universidade Técnica de Lisboa, an MBA (1989) from
the Technical University of Lisbon - Universidade Técnica de Lisboa, and a Post Graduation in
Marketing and Management of Airlines (1992) from the Bath University /International Air Travel
Association, UK. He began his career at the TAP Group in 1984 (Transportes Aéreos de Portugal)
having had several positions until becoming General Director. Between 1997 and 1999 he was a
Board Member of TAPGER. Between 2000 and 2002, he was a member of the Board of several
companies within CP – Portuguese Railways, namely EMEF. From 2002 and 2005, he became CEO of
AirLuxor, an airline company, and from 2005 to 2007 he was chairman and CEO of ICEP - Instituto do
Comércio Externo de Portugal, a Portuguese state owned agency for international trade and
promotion. Since March 2007, he has been a board member of EDP Internacional S.A. and in 2009 he
was nominated Chairman of the Board of Directors of CEM – Macao Electrical Company. He was
nominated as a member of the Executive Board of Directors on 20th February 2012. On May 8th
,
2012, he was nominated Member of the Board of EDP Renováveis, S.A. by cooption.
António do Pranto Nogueira Leite
He was born in 1962. Between 1988 and 1996, he was a consultant to various national and international
institutions, among which was the Bank of Portugal, the OCDE and the European Commission. Between 1995
and 1998, he was Secretary General of the APRITEL and between 2000 and 2002, he was a member of the
Board of Directors of APRITEL. He was manager of Soporcel, S.A., from 1997 to 1999, manager of Papercel,
S.A., from 1998 to 1999 and the director of MC Corretagem, S.A., also in 1999. The same year, he was
appointed the Chairman of the Board of Directors of the Lisbon Stock Exchange and a member of the Executive
Committee of the Association of Ibero-American Scholarship. António Nogueira Leite is, since 2000, the
member of the Advisory Board of the Portuguese Association for the Development of Communications. He was
a consultant to Vodafone-Telecom Personal S.A. between 2000 and 2002, and GE Capital, between 2001 and
2002. In 2002, he was a member of the Advisory Board of the IGCP. Since 2002, has held various positions
within Grupo José de Mello, and held management position in various organizations, including the Reditus,
SGPS, S.A., Quimigal, S.A., Brisa, S.A., ADP, S.A., Comitur, SGPS, S.A., Comitur Imobiliária, S.A., Expocomitur-
Deals & Real Estate Management, S.A., Valley Farm Supply - Sociedade Agrícola, Turística e Imobiliária, S.A.,
SGPS, S.A., Efacec Capital, SGPS, S.A. and Cuf – Químicos Industriais, S.A. He was director of the Society of Civil
Explosives, SEC, S.A., from 2007 to March 2008. From October 1999 to August 2000 he was Secretary of the
Department of Treasury and Finance and deputy governor of the European Investment Bank. He took the
position at the European Bank for Reconstruction and Development and the International Monetary Fund and
was also a member of the Economic and Financial Council of the European Union. He also held the position of
Vice-President of the Advisory Board of Banif- Banco de Investimentos S.A. and the Chairman of the General
and Supervisory Board of OPEX, S.A. Between 2009 and 2011 he was President of the Association Ocean XXI
(cluster do Mar). Between 2011 and 2013 he was Director and Deputy Chief Executive Officer of CGD, S.A. and
a Director of the Caixa Investment Banking , Caixa Capital, Housing Development, Caixa Leasing & Factoring &
Partang, SGPS, S.A. Since 2008, he is a non-executive Director of the Board of Directors of EDPR and a member
of the Related Party Transactions. António Nogueira Leite has an undergraduate degree in Economics from
Universidade Católica Portuguesa. He also has a master of economics and PhD of economics from the
University of Illinois.
ACÁCIO JAIME LIBERADO MOTA PILOTO
Date of birth: 06.11.1957
Current Positions:
Member of the Board of Directors of INAPA, IPG, S.A.
Member of the Audit Committee of INAPA, IPG, S.A.
Member of the Board of Directors of EDP Renováveis, S.A.
Previous Positions Held:
October 2010/December 2012 – Millennium bcp General Manager, responsible for Asset
Management, having served in the following positions:
- Chief Executive Officer of Millennium Gestão de Activos, Sociedade Gestora de Fundos de
Investimento, S.A.
- Chairman of the Board of Directors of Millennium SICAV, Luxembourg
- Chairman of the Board of Directors of BII, International , Luxembourg
2009/October 2010 – Millennium bcp General Manager in charge of Investment Banking
2000/ 2009 – Executive Board Member of Banco Millennium bcp Investimento, serving in several
positions, namely as: Head of Investment Banking; Millennium bcp Group Treasurer and Head of
Global Markets; Head of Millennium bcp Group ALCO( Asset and Liability Committee)
1998/ 2000 – Member of the Executive Committee of BCP Investimento - Banco Comercial
Português de Investimento, S.A.
1996/ 1998 – Member of the Executive Committee of AF-Investimentos (Banco Comercial Português
Group sub holding for Global Asset Management Business)
- Chairman of the Board of Directors of the following Group companies:
AF Investimentos - Fundos Mobiliários, S.A. ( Mutual Funds)
AF Investimentos - Fundos Imobiliários, S.A. ( REITS)
BPA Investimento- Gestão de Patrimónios, S.A. ( Portfolio Management)
BCP Investimentos- International, S.A. ( SICAVs/FCPs, Luxembourg)
Prime International, S.A. ( Institutional Portfolio Management)
1993/ 2001 – Member of Banco Comercial Português Investment Committee
1993/ 2009 – Member of ALCO (Asset and Liability Committee) of Banco Comercial Português
1991/ 1996 - Head of Treasury; Head of Group Capital Markets - Banco CISF (Investment Bank for
the BCP Group)
1989/ 1991 – Senior Manager in charge of International Corporate Banking, BCP Group
1988 – International and Treasury Division, Area Manager responsible for Europe and North America,
BCP Group
1986/1988 – Banco Pinto e Sotto Mayor,International Division, responsible for managing the
international fixed income portfolio
Other previous positions:
Member of the Supervisory Board of Asterion ACE
Member of the Board of Directors of ELOS – Ligações de Alta Velocidade, S.A.
Member of the Board of Directors of SICIT- Sociedade de Investimento e Consultoria em Infra-
Estruturas de Transportes, S.A.
Member of the Board of Directors of Banco Totta e Sottomayor de Investimento, S.A.
Education and Training :
1) 1983 - Licenciatura in Law( Law and Economics), Lisbon University
2) 1984-85 – Hanns Seidel Stiftung ( Munich) scholar
3) 1984-85 – Post Graduation in Economic Law, University Ludwig Maximilian, Munich
4) 1984-85 – Post Graduation in European Union Competition Law, Max Planck Institut, Munich
5) 1984-85 – Visitor at the Institute for European Patents, Munich
6) 1984-85 – Trainee, International Division, Bayerische Hypoteken und Wechsel Bank ( Hypo
Bank), Munich
7) 1989 - International Banking Summer School , Dublin
8) 1991 - Seminar on Leadership , Dynergie Portugal
9) 1991 - Seminar on Asset and Liability Management, Merrill Lynch International Limited
10) 1992 - Seminar on Personalized Management and Coaching, Dynergie Portugal
11) 1999 - Insead Executive Program, Fontainebleu
José António Ferreira Machado
Professor Machado holds a PhD in Economics by the University of Illinois at Urbana-Champaign,
U.S.A. and an Agregacão (Habilitation) in Statistics and Econometrics by Universidade NOVA de
Lisboa.
Professor Machado is a member of the Editorial Boards of Empirical Economics and the Portuguese
Economic Journal and has published his scientific research in some of the top journals of his field
namely, Journal of the American Statistical Society, Journal of Econometrics, Journal of Economic
Letters. He is consultant of the Bank of Portugal since 1992.
Professor Machado is Dean at Nova School of Business and Economics, Lisbon-Portugal, since 2005
and of Angola Business School, Luanda-Angola, since 2010.
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
SIXTH ITEM OF THE AGENDA
Amendment of Article 27.3 of the Articles of Association in order to reduce the
number of the members of the Executive Committee to set it in a minimum of four (4) and a
maximum of seven (7).
PROPOSED RESOLUTION FOR THE SIXTH ITEM OF THE AGENDA
According to the Report of the Board of Directors, the following amendment is
proposed in the Articles of Association.
Amendment of the Article 27.3 of the Articles of Association in order to reduce the
numbers of the members of the Executive Committee to set it in a minimum of four (4) and a
maximum of seven (7), is being drafted in the form which is literally transcribed as follows:
27.3: ¨The Executive Committee is made up of at least four (4) Directors and not more than
seven (7). The Board of Directors will be in charge of fixing the exact number of its members.
The Chairman of the Executive Committee will be the Chairman of the Board of Directors or the
Director appointed for such purpose by the Board of Directors, and in his absence, a member of
the Executive Committee appointed for such purpose by the Board of Directors. The Secretary
of the Executive Committee will be the same one of the Board of Directors and, in his absence,
the Vice- Secretary. In the absence of both, the Secretary will be the one appointed by the
Executive Committee for each meeting¨.
Consequently, Article 27 of the Articles of Association is written as transcribed below:
¨ARTICLE 27¨ – EXECUTIVE COMMITTEE
1. The Board of Directors has the authority to, should it deem it appropriate, form from
among its members an Executive Committee, whose composition, object and
operation rules it will establish. The Executive Committee may be delegated all powers
of the Board of Directors that may be delegated according to law and these Articles.
The Executive Committee will be made up of Directors appointed by the Board with
the favourable vote of two thirds of the Directors and their reappointment will be
made in the time, form and number provided in the Executive Committee’s operation
rules.
2. Without prejudice of that provided in the application rule, under no circumstance will
the following powers be delegated by the Board of Directors to the
ExecutiveCommittee:
a. Election of the Chairman of the Board of Directors;
b. Appointment of the Directors by cooptation;
c. Requesting to call or calling General Meetings;
d. Preparation of the Annual Reports and of the Management Reports and their
presentation to the General Meeting;
e. Alteration of the registered office;
f. Preparation and approval of merger, splitting or transformation projects of the
Company.
3. The Executive Committee is made up of at least four (4) Directors and not more than
seven (7). The Board of Directors will be in charge of fixing the exact number of its
members. The Chairman of the Executive Committee will be the Chairman of the Board
of Directors or the Director appointed for such purpose by the Board of Directors, and
in his absence, a member of the Executive Committee appointed for such purpose
by the Board of Directors. The Secretary of the Executive Committee will be the same
ne of the Board of Directors and, in his absence, the Vice- Secretary. In the absence of
both, the Secretary will be the one appointed by the Executive C ommittee for each
meeting.
4. The Executive Committee will meet at least once (1) a month, and whenever the
Chairman deems it appropriate. The Chairman will also be entitled to suspend or
postpone the meetings, as he may deem appropriate. The Executive Committee will
meet as well upon request of at least two (2) of its members. The Executive
Committee, within its authority, shall deal with all the issues that it considers that
should be dealt with without delay, save the preparation of the accounts report, the
presentation of the balances to the General Meeting, the powers granted by the
General Meeting to the Board of Directors without authorisation to delegate and the
non delegable powers of the Board of Directors according to the law or to these
Articles. The Executive Committee shall inform the Board of Directors regarding the
resolutions that it may adopt and this will have to be made in the first Board Meeting
after each Committee’s meeting.
5. The meetings of the Executive Committee shall be valid when at least half of the
Directors that form the Committee plus one attend or are represented at the meeting.
6. Resolutions taken by the majority of the Directors that form the Committee and that
are present or represented. Should there be a draw, then the Chairman will have a
casting vote.
7. The provisions of these Articles relating to the Board of Directors’ operation and, in
particular, those relating to the calling of its meetings, the representation of its
members, the meetings held with universal nature, the adoption of resolutions in
writing and without meeting, the approval of the minutes of the meetings, shall apply
to the Executive Committee, provided that they are not incompatible with their nature
1
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
REPORT STATING THE REASONS ON THE PROPOSED AMENDMENT TO THE ARTICLES
OF ASSOCIATION OF
EDP RENOVÁVEIS, S.A.
2
1. PROPOSAL
It is proposed by the Board of Directors to the Ordinary General Shareholders´ Meeting
the amendment of the following Article of the Articles of Association of EDP
Renováveis, S.A.:
1.1 Amendment of Article 27.3 of the Articles of Association (“Executive
Committee”), which is written as transcribed below:
27.3: ¨The Executive Committee is made up of at least four (4) Directors and not more
than seven (7). The Board of Directors will be in charge of fixing the exact number of its
members. The Chairman of the Executive Committee will be the Chairman of the Board
of Directors or the Director appointed for such purpose by the Board of Directors, and in
his absence, a member of the Executive Committee appointed for such purpose by the
Board of Directors. The Secretary of the Executive Committee will be the same one of the
Board of Directors and, in his absence, the Vice- Secretary. In the absence of both, the
Secretary will be the one appointed by the Executive Committee for each meeting¨.
2. JUSTFICATION
The amendment of the Article 27.3 of the Articles of Association is proposed to
adjust the number of members of the Executive Committee to the present reality
and according to the proposal of the Nominations and Remunerations Committee
as stated in the minutes of the meeting dated February 22, 2013.
3
In Lisbon (Portugal), on the 26th
of February 2013.
The Board of Directors of “EDP Renováveis, S.A.”
António Luís Guerra Nunes Mexia João Manuel Manso Neto
Nuno Maria Pestana de Almeida Alves João Manuel Veríssimo Marques da Cruz
Rui Manuel Rodrigues Lopes Teixeira João Paulo Nogueira da Sousa Costeira
Gabriel Alonso Imaz Manuel Menéndez Menéndez
José Fernando Maia de Araújo e Silva João Manuel de Mello Franco
João José Belard da Fonseca Lopes Raimundo Jorge Manuel Azevedo Henriques dos Santos
Rafael Caldeira de Castel-Branco Valverde Gilles August
António do Pranto Nogueira Leite Acácio Jaime Liberado Mota Piloto
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
SEVENTH ITEM OF THE AGENDA
Approval of the remuneration policy for the managers of the company.
PROPOSED RESOLUTION FOR THE SEVENTH ITEM OF THE AGENDA
Approve the statement on the Remuneration Policy for the managers of EDP RENOVÁVEIS, S.A.
This document in English is provided for informative purposes only. In the event of
a discrepancy between the content of the English version and the original Spanish version
the latter will prevail.
DECLARATION ON THE REMUNERATION POLICY
The definition of the proposal of the remuneration policy for the members of the Board is
incumbent on Nominations and Remunerations Committee which is appointed by the Board
of Administration.
This Committee defined the remuneration to be attributed to Directors and members of the
Executive Committee, with the purpose that it reflects the performance of each of the
members in each year of their term of office (variable annual remuneration), and also their
performance during their term of office establishing a variable component which is
consistent with the maximisation of the Company's long term performance (variable multi-
annual remuneration for a three-year period), thereby guaranteeing the alignment of the
performance of the governing bodies with the interests of the shareholders.
The remuneration policy proposed by the Nominations and Remunerations Committee for
the period 2011-2013, and approved by the Shareholders’ Meeting last April 11, 2011,
defines a structure with a fixed remuneration for all members of the Board of Directors and
a variable remuneration, with an annual component and a multi-annual component, for the
members of the Executive Committee.
The policy adopted last year, remains therefore in force and is being applied in accordance
with its terms, which are again summarized in this document.
Fixed remuneration
For the period 2011-2013, fixed remuneration which was approved, is the same as the one
set for the 2009-2010 period.
According to the information previously submitted to the Shareholders, EDP Renováveis has
entered into a Management Services Agreement with EDP pursuant to which EDP
Renováveis is due to pay to EDP the corresponding amount (management fee) for the
management services rendered by it, which since May 2012 and in accordance with the
approved composition of the Board of Directors and the Executive Committee, includes
executive and non-executive services.
The non-executive directors may opt between a fixed remuneration or attendance fees per
meeting, in a value equivalent to the fixed remuneration proposed for a director, taking into
consideration the duties carried out.
The Retirement Savings Plan works as an effective retirement complement and corresponds
(i) for members of the Executive Committee who are not ¨Officers¨, 5% of the value of their
respective annual remuneration and (ii) for the members of the Executive Committee
designated as ¨Officers¨, a percentage between 3% and 6%of their respective annual
remuneration.
The Directors do not get any relevant non-monetary benefit as a form of remuneration.
Variable annual and multi-annual remuneration
Variable annual and multi-annual remuneration applies to the members of the Executive
Committee.
Variable annual and multi-annual remuneration will be a percentage of fixed annual
component, with a superior weight for multiannual vs. annual component (120% vs. 80%).
That is, the value of the variable remuneration may range between 0% and 85% of the 80%
of the annual gross fixed remuneration, in the case of the annual variable, and between 0%
and 85% of the 120% of the annual gross fixed remuneration, in the case of the multi-annual
variable.
The KPIs used to determine the amounts of the annual and multi-annual variable regarding
to each year of the term are aligned with the strategic grounds of the Company: growth, risk
control and efficiency. These are the same for all members of the Executive Committee,
although with specific targets for the platforms in the case of COO’s. Indicators which apply
to the years 2012 and 2013, duly adopted according to the proposal of the Nominations and
Remunerations Committee, are applicable respectively to the year 2011:
• The relative performance of the Total Shareholder Return of EDP Renováveis vs
Benchmark, (PSI-20 and peers);
• EDP Renováveis growth (MW and profitable Ready to Build pipeline);
• The risk – result of EDP Renováveis (ROIC Cash; EBITDA and net profit);
• Efficiency (technical availability, OPEX/MW, CAPEX/MW);
• Additional targets (sustainability, employee satisfaction and appreciation of the
Nominations and Remunerations Committee).
The relative weight assigned to each KPIs to calculate annual or multi-annual variable
remuneration, the relevance associated with the achievement of such KPIs on the platform
in the case of COOs, the three-year term considered for determining the value of variable
multi-annual component of the remuneration, the use of the qualitative criteria focused on
a strategic and medium term perspective of the development of the Company, the existence
of a maximum limit for the variable remuneration and the relative importance of this
component in the total remuneration value are determining elements in maximising that the
management performance of the Company not only focuses on short term objectives but
incorporates the interests of the Company and of shareholders in the medium and long
term.
Lisbon, February 22, 2013,
Jorge Manuel Azevedo Henriques dos Santos
Rafael Caldeira de Castel-Branco Valverde
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
EIGHT ITEM OF THE AGENDA
Reelection, as Auditors of EDP Renováveis S.A., of KPMG AUDITORES, S.L. recorded
in the Official Register of Auditors under number S0702 and with Tax Identification Number
B-78510153, for the year 2013.
PROPOSED RESOLUTION FOR THE EIGHT ITEM OF THE AGENDA
Given that the term for which it was appointed as Auditor of the Companies’ annual
accounts has expired, according to article 264 of the Companies Law, it is agreed to reelect for
the year 2013 KPMG AUDITORES, S.L., with registered office at Madrid (28046), Paseo de la
Castellana 95, 24º and Tax Identification Number B-78.510.153 and recorded in the Official
Register of Auditors under number S0702 to audit the individual annual accounts of the
Company and the consolidated annual accounts of its group.
This document in English is provided for informative purposes only. In the event of a
discrepancy between the content of the English version and the original Spanish version the
latter will prevail.
NINTH ITEM OF THE AGENDA
Delegation of powers to the formalization and implementation of all resolutions
adopted at the General Shareholders’ Meeting, for the purpose of celebrating the respective
public deed and to permit its interpretation, correction, addition or development in order to
obtain the appropriate registrations.
PROPOSED RESOLUTION FOR THE NINTH ITEM OF THE AGENDA
To jointly and severally grant powers of attorney to the Chairman of the Board of
Directors Mr. Antonio Luis Guerra Nunes Mexia, to the Director Mr. João Manuel Manso Neto,
and to the Secretary of the Board of Directors Mr. Emilio García-Conde Noriega, to the full
extent that is necessary under law, to implement all the resolutions adopted by the General
Shareholders’ Meeting and for that purpose, to develop, clarify, specify, interpret, supplement
and rectify said resolutions or those derived from deeds or documents issued in execution of
the same and, in particular, any omissions, defects or errors of content or form, that could
prevent registration of said resolutions and their implications with the Commercial Register.