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

Denomination. In such a case a holder who, as a result of trading such amounts, holds an amount which is less
than the minimum Specified Denomination in his account with the relevant clearing system at the relevant
time may not receive a definitive Instrument in respect of such holding (should definitive Instruments be
printed) and would need to purchase a principal amount of Instruments such that its holding amounts to a
Specified Denomination.
If definitive Instruments are issued, holders should be aware that definitive Instruments which have a
denomination that is not an integral multiple of the minimum Specified Denomination may be illiquid and
difficult to trade.
Modification, waivers and substitution.
The conditions of the Instruments contain provisions for calling meetings of Instrumentholders to
consider matters affecting their interests generally. These provisions permit defined majorities to bind all
Instrumentholders including Instrumentholders who did not attend and vote at the relevant meeting and
Instrumentholders who voted in a manner contrary to the majority.
The conditions of the Instruments also provide that the Trustee may, without the consent of Holders (i)
agree to any modification of the Instruments of the Trust Deed which is not, in the opinion of the Trustee,
materially prejudicial to the interests of the Holders; (ii) agree to any modification of the Instruments or the
Trust Deed which is of a formal, minor or technical nature or is made to correct a manifest error or to comply
with mandatory provisions of the law; or (iii) determine that any Event of Default or Potential Event of Default
(as defined in the Trust Deed) shall not be treated as such which, in any such case, is not, in the opinion of the
Trustee, materially prejudicial to the interests of the Holders, in the circumstances described in Condition 16 of
the conditions of the Instruments.
Furthermore, the Trustee may, without the consent of the Instrumentholders, agree with the relevant
Issuer to the substitution in place of such Issuer as the principal debtor under the Instruments and the Trust
Deed of another company, being a Subsidiary of the relevant Issuer, subject to (a) the Instruments being
unconditionally and irrevocably guaranteed by the relevant Issuer or having the benefit of a Keep Well
Agreement by EDP on the same basis as that on which they had such benefit immediately prior to the
substitution or the substitute Issuer is EDP (b) the Trustee being satisfied that the interests of the
Instrumentholders will not be materially prejudiced by the substitution and (c) certain other conditions set out
in the Trust Deed being complied with. See Condition 15 of “Terms and Conditions of the Instruments”.
EU Savings Directive.
Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are required to
provide to the tax authorities of another Member State details of payments of interest (or similar income) paid
by a person within its jurisdiction to, or collected by such a person for, an individual resident in that other
Member State or to certain limited types of entities established in that other Member State. However, for a
transitional period, Luxembourg and Austria are instead required (unless during that period they elect
otherwise) to operate a withholding system in relation to such payments (subject to a procedure whereby, on
meeting certain conditions, the beneficial owner of the interest or other income may request that no tax be
withheld), deducting tax at rates rising over time to 35 per cent. (the ending of such transitional period being
dependent upon the conclusion of certain other agreements relating to information exchange with certain
other countries). A number of non-EU countries and territories including Switzerland have adopted similar
measures (a withholding system in the case of Switzerland). The European Commission has proposed certain
amendments to the Directive, which may, if implemented, amend or broaden the scope of the requirements
described above. Investors who are in any doubt as to their position should consult their professional advisers.
If a payment were to be made or collected through a Member State which has opted for a withholding
system or through another country that has adopted similar measures and an amount of, or in respect of, tax
were to be withheld from that payment pursuant to the Directive, neither the relevant Issuer nor any Paying
Agent nor any other person would be obliged to pay additional amounts with respect to any Instrument as a
result of the imposition of such withholding tax. The Issuers are required to maintain a Paying Agent in a
Member State that is not obliged to withhold or deduct tax pursuant to the Directive.
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