edp – energias de portugal, sa edp finance bv €12500000000 - CMVM

5.13. Review existing energy related instruments, including taxation and energy efficiency incentives. In
particular, evaluate the risk of overlapping or inconsistent instruments. [Q3- 2011]
5.14. Based on the results of the review, modify energy policy instruments to ensure that they provide
incentives for rational use, energy savings and emission reductions. [Q4-2011]
5.15. Increase VAT tax rate in electricity and gas (presently at 6%) as well as excises for electricity (presently
below the minimal required by EU legislation). [Q4-2011]
[…]
Competition, public procurement and business environment
[…]
Competition and sectoral regulators
7.19 The Government will eliminate “golden shares” and all other special rights established by law or in the
statutes of publicly quoted companies that give special rights to the state (end-July 2011).”
On 25 August 2011 the Portuguese Republic’s special rights in EDP, i.e. its holding of class B shares not
being subject to the 5% voting rights limitation provided for in EDP’s by-laws, as well as the rights attributed to
the Portuguese Republic in respect of certain decisions to be taken in EDP’s general shareholders meeting
pursuant to Decree-law no. 141/2000 of 15 July, have been eliminated by decision of EDP's General
Shareholders' Meeting.
The detailed terms and conditions of implementation of the remaining measures of the Stabilisation
Programme are as yet unknown, and when implemented they could have a material adverse effect on EDP’s
business, financial condition or results of operations.
RISK FACTORS WHICH ARE MATERIAL FOR THE PURPOSE OF ASSESSING THE MARKET RISKS ASSOCIATED
WITH INSTRUMENTS ISSUED UNDER THE PROGRAMME
The Instruments issued by EDP B.V. are not guaranteed by EDP, and investors do not have any direct rights to
enforce payment on the Instruments against EDP in case of default by EDP B.V. under the Instruments.
The Instruments are obligations of EDP B.V. and not of EDP. EDP has no obligation to pay any amounts
due under the Instruments issued by EDP B.V. EDP has entered into a Keep Well Agreement with EDP B.V.,
which is not a guarantee. Under the Keep Well Agreement, EDP has agreed that, for so long as EDP B.V. has any
Instruments outstanding under the Programme, it will make available to EDP B.V. funds sufficient to meet its
payment obligations or repay borrowings then maturing to the extent that EDP B.V.’s funds or other liquid
assets are insufficient to meet its payment obligations or repay its borrowings. Although under the terms of the
Keep Well Agreement the Trustee may, on behalf of holders of any instruments issued by EDP B.V. under the
Programme, enforce EDP B.V.’s rights under the Keep Well Agreement against EDP, holders do not have any
direct rights against EDP. (See “Relationship of EDP B.V. with EDP S.A.” for more information on the Keep Well
Agreement.)
The Instruments may not be a suitable investment for all investors.
Each potential investor in Instruments must determine the suitability of that investment in light of its
own circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Instruments, the
merits and risks of investing in the Instruments and the information contained or incorporated by
reference in this Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Instruments and the impact the Instruments will have on its
overall investment portfolio;
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Instruments, including Instruments with principal or interest payable in one or more currencies, or where
the currency for principal or interest payments is different from the potential investor’s currency;
(iv) understand thoroughly the terms of the Instruments and be familiar with the behaviour of any relevant
indices and financial markets; and
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