19919510 COMMON SHARES EDP – Energias do Brasil SA

accepting delivery of this offering memorandum, agrees to the foregoing and agrees not to make any
photocopies of this offering memorandum, in whole or in part.
The selling shareholder is relying on an exemption from registration under the Securities Act for offers
and sales of securities that do not involve a public offering. The common shares offered through this offering
memorandum are subject to restrictions on transferability and resale and may not be transferred or resold in
the United States, except as permitted under the Securities Act and applicable U.S. state securities laws
pursuant to registration or an exemption from registration. By purchasing these securities, you will be deemed
to have made the acknowledgements, representations and warranties and agreements described under the
heading “Transfer Restrictions” in this offering memorandum. You should be aware that you may be required
to bear the financial risks of this investment for an indefinite period of time. In making an investment decision,
you must rely on your own examination of our business and the terms of this offering, including the merits
and risks involved.
You must comply with all applicable laws and regulations in force in any jurisdiction in which you
purchase, offer or sell our common shares or possess or distribute this offering memorandum and must obtain
any consent, approval or permission required for your purchase, offer or sale of our common shares under the
laws and regulations in force in any jurisdiction to which you are subject or in which you make these
purchases, offers or sales, and none of us or any of the international placement agents will have any
responsibility therefor.
We, the underwriters and the international placement agents reserve the right to reject any offer to
purchase, in whole or in part, and for any reason, our common shares offered hereby. We and the international
placement agents also reserve the right to sell or place less than all of our common shares offered hereby.
Unless otherwise indicated, all information contained in this offering memorandum assumes no exercise
by Banco Morgan Stanley S.A. of its option to purchase up to an additional 1,991,950 common shares
(representing up to 10% of the total number of common shares initially offered in this offering) to cover
over-allotments, if any.
The offering of the common shares by the selling shareholder is simultaneously being made in Brazil by
a prospectus in Portuguese that has been filed with the CVM and that has the same date as this offering
memorandum. The Brazilian prospectus, however, has a different format and contains certain information
generally not included in documents such as this offering memorandum. This offering is made in the United
States and elsewhere outside Brazil solely on the basis of the information contained in this offering
memorandum. Investors should take this into account when making investment decisions.
This document is being distributed to, and is only directed at, persons who (i) are outside the United
Kingdom, or (ii) have professional experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005, or FSMA, or (iii) in
circumstances in which Section 21(1) of FSMA does not apply to us. The common shares are only available
to, and any invitation, offer or agreement to subscribe, purchase or acquire such common shares will only be
engaged in with relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
In any European Economic Area, or EEA, Member State that has implemented Directive 2003/71/EC
(together with any applicable implementing measures in any Member State, the “Prospective Directive”), this
communication is only addressed to and is only directed at qualified investors in that Member State within the
meaning of the Prospective Directive.
This document has not been and will not be approved by the Portuguese Securities Market Commission
(Comissão do Mercado dos Valores Mobiliários) and therefore the offer of the common shares by the Selling
Shareholder is not addressed to non-qualified investors resident and/or located in Portugal and cannot be
made to the public in Portugal or under circumstances which are deemed to be a public offer under the
Portuguese Securities Code (Código dos Valores Mobiliários) and other securities legislation and regulations
applicable in Portugal.
ii