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

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The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisors to determine whether and to what extent (i) Instruments are legal investments for it (ii) Instruments can be used as collateral for various types of borrowing and (iii) other restrictions apply to its purchase or pledge of any Instruments. Financial institutions should consult their legal advisors or the appropriate regulators to determine the appropriate treatment of Instruments under any applicable risk-based capital or similar rules. 34
DOCUMENTS INCORPORATED BY REFERENCE The following documents which have previously been published and have been filed with the Financial Services Authority shall be incorporated in, and form part of, this Prospectus. Any information contained in any of the documents specified below which is not incorporated by reference in this Prospectus is either not relevant to investors or is covered elsewhere in this Prospectus.: (a) in respect of EDP, the auditors report and audited consolidated annual financial statements for the financial year ended 31 December 2009; the auditors report and audited consolidated annual financial statements for the financial year ended 31 December 2010; and the auditors limited review report and the interim consolidated financial statements for the six months ended 30 June 2010 and for the six months ended 30 June 2011; (b) in respect of EDP B.V., the auditors report and audited annual financial statements for the financial year ended 31 December 2009; the auditors report and audited annual financial statements for the year ended 31 December 2010; and the interim financial statements for the six months ended 30 June 2011; (c) the memorandum and articles of association of each of the Issuers; and (d) the Terms and Conditions of the Instruments contained in the previous Prospectus dated 14 March 2001, pages 10 to 29 (inclusive), 22 July 2002, pages 10 to 29 (inclusive), 23 December 2004, pages 10 to 29 (inclusive), 10 January 2006, pages 31 to 50 (inclusive), 23 October 2007, pages 39 to 62 (inclusive), 17 October 2008, pages 41 to 64 (inclusive), 7 October 2009, pages 45 to 69 (inclusive) and 24 September 2010, pages 42 to 67 inclusive prepared by the Issuers in connection with the Programme. Following the publication of this Prospectus a supplement may be prepared by the Issuers and approved by the UK Listing Authority in accordance with Article 16 of the Prospectus Directive. Statements contained in any such supplement (or contained in any document incorporated by reference therein) shall, to the extent applicable (whether expressly, by implication or otherwise), be deemed to modify or supersede statements contained in this Prospectus or in a document which is incorporated by reference in this Prospectus. Any statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this Prospectus. Copies of documents incorporated by reference in this Prospectus can be obtained from the registered office of the Issuers and from the specified office of the Paying Agent for the time being in London. Any documents themselves incorporated by reference in the documents incorporated by reference in this Prospectus shall not form part of this Prospectus. The Issuers will, in the event of any significant new factor, material mistake or inaccuracy relating to information included in this Prospectus which is capable of affecting the assessment of any Instruments, prepare a supplement to this Prospectus or publish a new Prospectus for use in connection with any subsequent issue of Instruments. The Issuers have undertaken to the Dealers in the Programme Agreement (as defined in “Subscription and Sale”) that they will comply with section 87G of the Financial Services and Markets Act 2000. 35
Page 1 and 2: PROSPECTUS EDP - ENERGIAS DE PORTUG
Page 3 and 4: This Prospectus comprises a base pr
Page 5 and 6: TABLE OF CONTENTS Summary of the Pr
Page 7 and 8: Registrar: Deutsche Bank Luxembourg
Page 9 and 10: estrictions and any requirements of
Page 11 and 12: Rating: Instruments issued under th
Page 13 and 14: RISK FACTORS Each of the Issuers be
Page 15 and 16: on integrated pollution prevention
Page 17 and 18: years. Variations in wind condition
Page 19 and 20: processes. Although EDP has general
Page 21 and 22: energy projects until 2009. There c
Page 23 and 24: liquidation of EDP’s customers or
Page 25 and 26: increase EDP’s cost of financing
Page 27 and 28: The Government commits to go even f
Page 29 and 30: (v) be able to evaluate (either alo
Page 31 and 32: Inverse Floating Rate Instruments.
Page 33: Change of law. Save, with respect t
Page 37 and 38: these Final Terms and the Prospectu
Page 39 and 40: 7. [(i) Issue Date: [ ] (ii) Intere
Page 41 and 42: (vi) Screen Rate Determination: - R
Page 43 and 44: (iii) Provisions applicable where c
Page 45 and 46: 26. Additional Financial Centre(s)
Page 47 and 48: PART B - OTHER INFORMATION 1. LISTI
Page 49 and 50: 5. YIELD (Fixed Rate Instruments on
Page 51 and 52: [Details of the minimum and/or maxi
Page 53 and 54: 1. Issuer: [EDP - Energias de Portu
Page 55 and 56: (i) Rate[(s)] of Interest: [ ] per
Page 57 and 58: (iv) Day Count Fraction in relation
Page 59 and 60: 23. Final Redemption Amount of each
Page 61 and 62: (ii) Date of Subscription Agreement
Page 63 and 64: 3. INTERESTS OF NATURAL AND LEGAL P
Page 65 and 66: 8. OPERATIONAL INFORMATION (i) ISIN
Page 67 and 68: Copies of the Trust Deed, the Agenc
Page 69 and 70: Coupons appertaining thereto other
Page 71 and 72: (B) in the case of Fixed Rate Instr
Page 73 and 74: Paying Agent were acting as Calcula
Page 75 and 76: (vi) if "30E/360" or "Eurobond Basi
Page 77 and 78: Paying Agent outside the United Sta
Page 79 and 80: 7. Redemption and Purchase 7.1 Rede
Page 81 and 82: (ii) five days after the date on wh
Page 83 and 84: B.V. is the Issuer), EDP or any Mat
Page 85 and 86:
in such place as may be required by
Page 87 and 88:
unless indemnified to its satisfact
Page 89 and 90:
PROVISIONS RELATING TO THE INSTRUME
Page 91 and 92:
(D) Amendment to Conditions deliver
Page 93 and 94:
General BOOK ENTRY INSTRUMENTS HELD
Page 95 and 96:
USE OF PROCEEDS The net proceeds fr
Page 97 and 98:
5. EDP warrants and agrees that its
Page 99 and 100:
1. OVERVIEW EDP GROUP EDP - Energia
Page 101 and 102:
target two years in advance, as the
Page 103 and 104:
generation in Europe, the United St
Page 105 and 106:
In 2008, EDP increased its biomass
Page 107 and 108:
usiness unit). The Energy Services
Page 109 and 110:
EDP Renováveis has a comprehensive
Page 111 and 112:
EDP’s energy business in Brazil G
Page 113 and 114:
change in market structure, increas
Page 115 and 116:
Managing Emissions For the first pe
Page 117 and 118:
Directive 2009/72/EC focuses on com
Page 119 and 120:
farms that were already in operatio
Page 121 and 122:
and include, among others, restrict
Page 123 and 124:
esort supplier), which had been com
Page 125 and 126:
Natural Gas Supply Under the Natura
Page 127 and 128:
· The Tariff Regulation The Tariff
Page 129 and 130:
in 2003 applicable to all economic
Page 131 and 132:
Royal Decree-Law no. 661/2007, esta
Page 133 and 134:
The Spanish gas market has develope
Page 135 and 136:
costs of power supply, transmission
Page 137 and 138:
imposition of civil penalties of up
Page 139 and 140:
Even though it is EDP's understandi
Page 141 and 142:
Nuno Maria Pestana de Almeida Alves
Page 143 and 144:
Coordinator of Contacto@ICEP, an in
Page 145 and 146:
managing positions in a number of P
Page 147 and 148:
The current specialised committees
Page 149 and 150:
The committee currently consists of
Page 151 and 152:
FINANCIAL STATEMENTS OF THE EDP GRO
Page 153 and 154:
Consolidated Statement of Financial
Page 155 and 156:
EDP FINANCE B.V. INCORPORATION, DUR
Page 157 and 158:
TAXATION The following is a general
Page 159 and 160:
The annual positive difference betw
Page 161 and 162:
the relevant date for payment of an
Page 163 and 164:
CERTIFICATE FOR EXEMPTION FROM PORT
Page 165 and 166:
The undersigned beneficiary: STATEM
Page 167 and 168:
STATEMENT FOR EXEMPTION FROM PORTUG
Page 169 and 170:
EU Savings Directive Portugal has i
Page 171 and 172:
Generally, gift and inheritance tax
Page 173 and 174:
epresented and agreed, and each fur
Page 175 and 176:
elation thereto, in any country or
Page 177 and 178:
the Paying Agents for the time bein
Page 179 and 180:
REGISTERED OFFICE OF EDP FINANCE B.
Page 181:
181
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edp – energias de portugal, sa edp finance bv €12500000000 - CMVM

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