NOTICE TO CONVENE General Shareholders Meeting I hereby ...

REN – REDES ENERGÉTICAS NACIONAIS, S.G.P.S., S.A. – Listed Company

Registered Office: Avenida dos Estados Unidos da América, no. 55, Lisbon

Share capital: 534,000,000 Euros

Company and registration number with the Lisbon Commercial Registry Office: 503 264 032

Non-binding translation For Information purposes only

1

NOTICE TO CONVENE

General Shareholders Meeting

I hereby convene all the Shareholders of this Company to meet at the General

Shareholders Meeting, on April 17th, 2015, at 10:30 am (GMT), which will take place

at Rua Cidade de Goa, no. 4, 2685-038, Sacavém (due to the fact that the registered

office does not offer the appropriate conditions for that purpose) with the following

AGENDA

1. Resolve on the approval of the consolidated and individual accounts’ reporting

documents referring to the financial year ended on December, 31st, 2014,

accompanied, notably, by the legal certification of the accounts, the opinion of

the supervisory body, the activity report of the Audit Committee and the

corporate governance report.

2. Resolve on the proposal for the allocation of profits in relation to the financial

year ended on December 31st, 2014.

3. Perform the general appraisal of the management and supervision of the

Company, in accordance with article 455 of the Portuguese Companies Code.

4. Resolve on the granting of authorization to the Board of Directors for the

acquisition and sale of own shares by REN and subsidiaries of REN.

5. Resolve on the granting of authorization to the Board of Directors for the

acquisition and sale of own bonds or other own debt securities by REN and

subsidiaries of REN.






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6. Resolve on a statement of the Remuneration Committee on the remuneration

policy of the members of the management and supervisory bodies and of the

General Shareholders Meeting Board.

7. Resolve on the ratification of the co-optation of the Directors OLIREN, SGPS,

S.A. – who indicated Mr. Francisco João Oliveira to discharge this office in his

own name -, Mr. Rodrigo Costa and Mr. Longhua Jiang, to perform the functions

of Members of the Board of Directors, to complete the term-of-office,

corresponding to the three-year-period 2012-2014;

8. Resolve on the amendment, by modification, partial revocation and/or

addition, of Articles 4, 7-A, 7-B, 10, 12 and 27 of the Articles of Association of

REN.

9. Resolve on the election of the members of the corporate bodies of REN for a

new term-of-office, corresponding to the three-year-period 2015-2017.

SPECIAL INFORMATION TO THE SHAREHOLDERS

ERSE – Entidade Reguladora dos Serviços Energéticos (“ERSE”) issued, on September

9th, 2014, a decision concerning the certification of REN – Rede Eléctrica Nacional

and REN – Gasodutos as operators of the National Electricity Transmission Grid and

the National Natural Gas Transmission Grid, respectively, in a regime of complete

legal and financial segregation (full ownership unbundling). However, the

certification depends upon the compliance with a set of conditions aimed at

safeguarding the independence of said operators, within a deadline of eight months,

i.e. until May 11th, 2015 (the “ERSE Decision”, available here).

In order to comply with said Decision, and by virtue of the necessary amendments

(please see the proposals presented within item 8 of the Agenda) not yet having been

implemented concerning the Articles of Association, the General Shareholders

Meeting hereby convening will be subject to the rules hereinafter described and

http://www.erse.pt/pt/legislacao/Legislacao/Attachments/1825/Decis%C3%A3o%20Certifica%C3%A7%C3%A3o.pdf






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established by the Chairman of the General Shareholders Meeting Board, pursuant to

the exercise of his duties.

The conditions required by the ERSE Decision that shall be already implemented in

the General Shareholders’ Meeting herewith convened include:

1. Restrictions to the exercise of shareholder rights concerning REN - Redes

Energéticas Nacionais, SGPS, S.A.: The shareholders that exercise control

over electricity or natural gas generation or supply undertakings are

prevented from exercising any rights in REN, without prejudice to the right to

receive dividends, except if the certifying entity acknowledges the non-

existence of a risk of a conflict of interests.

2. Restrictions to the exercise of duties in the Board of Directors or the Audit

Committee of REN and of the transmission grid operators: (a) members may

not be appointed by shareholders that exercise control over electricity or

natural gas generation or supply undertakings; and (b) members are

prevented, notably, from forming simultaneously part of corporate bodies in

electricity or natural gas generation or supply undertakings;

3. Amendment to the Articles of Association of REN, in order to comply with the

restrictions mentioned in the previous two numbers (please see item 8 of the

Agenda);

4. Communication to ERSE, in a timely manner, of any change of circumstances

that involves the conditions analysed within the certification proceeding.

The ERSE Decision furthermore defined additional measures of functional separation,

such as in the case of REN Trading S.A., and of supervision of the activities of the

REN group, and also pronounced itself concerning the current shareholders of REN

and regarding the members of the management and supervisory bodies of REN and of

the transmission grid operators.






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In order to comply with the substantive meaning of the ERSE Decision and of the

national and european legal requirements, it is essential to ensure that no

shareholder in the abovementioned conditions is admitted to participate and

exercise the voting right already in the General Shareholders Meeting on April 17th,

2015, even though these requirements are not yet reflected in the Articles of

Association of REN.

Therefore, the attention of the Shareholders is specially drawn to the content of

paragraph l) of “REQUIREMENTS FOR THE PARTICIPATION AND EXERCISE OF THE

VOTING RIGHT” below.

INFORMATION TO THE SHAREHOLDERS AND QUORUM

If on the date set for the meeting, the General Shareholders Meeting may not be

held, by absence of quorum, a second meeting is hereby convened, to be held on

May 4th, 2015 at the same place and at the same time.

In accordance with the provisions of number 1 of Article 11 of the Articles of

Association, in order for the General Shareholders Meeting to be held and adopt

resolutions on the first meeting, Shareholders representing at least 51% of the share

capital must be present or represented.

All the information and preparatory documents regarding the Agenda (including those

required by numbers 1 and 2 of article 289 of the Portuguese Companies Code and by

number 1 of article 21-C of the Portuguese Securities Code) will be made available to

Shareholders for consultation purposes at REN’s registered office, during business

hours, and at REN´s website www.ren.pt, from the date of the publication of the

present Notice to Convene.

The accounts’ reporting documents of the Company regarding the last financial year

may equally be consulted as from the same date, at the Portuguese Securities Market

Commissions’ (“CMVM”) website www.cmvm.pt.

http://www.ren.pt/

file://sacavem03/Local%20Settings/Temporary%20Internet%20Files/OLKD5/www.cmvm.pt






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REQUIREMENTS FOR THE PARTICIPATION AND EXERCISE OF THE VOTING RIGHT

Without prejudice to the applicable mandatory legal provisions, we would like to

stress the following facts to the Shareholders:

a) Only the Shareholders that are holders of voting shares may attend the General

Shareholders Meetings;

b) Each share corresponds to one vote;

c) In accordance with the provisions of number 3 of article 12 of the Articles of

Association and of paragraph (i) of number 2 of article 25 of the Decree-law no.

29/2006, of February 15th, of paragraph (b) of number 3 of article 20-A and of

paragraph (h) of number 3 of article 21, both of Decree-law no. 30/2006, of

February 15th, all as amended, the votes inherent to the category A shares

exceeding 25% of the total number of votes corresponding to the share capital

will not be counted if issued by any Shareholder, on its own behalf or as

representative of another;

d) Voting rights inherent to the category A shares shall be deemed cast by the

same Shareholder, whenever they are attributed to the latter under number 1

of article 20 of the Portuguese Securities Code;

e) For the purposes of numbers 3 and 4 of article 12 of the Articles of Association,

and in accordance with article 13, Shareholders have the duty to provide to the

Board of Directors, in a complete, objective and true manner, all the

information requested that relates to the calculation of the votes which they

are entitled to, under penalty of prevention of the exercise of voting rights with

any shares that exceed the limit applicable under the terms of number 3 of

article 12 of the Articles of Association;

f) In accordance with provisions set forth in number 1 of article 23-C of the

Portuguese Securities Code, Shareholders that at 00:00 hours (GMT) of April

10th, 2015 (“Record Date”) are owners of shares which grant the right to, at






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least, one vote are entitled to participate and vote at the General Shareholders

Meeting (without prejudice of other legal and statutory requirements

demanded, namely the ones referred in the als. g), h), k) and l));

g) In accordance number 3 of article 23-C of the Portuguese Securities Code,

Shareholders that wish to participate in the General Shareholders Meeting must

state such intention in written form to the Chairman of the General

Shareholders Meeting Board (1) and to the financial intermediary with which

they have opened the relevant individual securities account, at the latest until

11:59 pm (GMT) of April 9th, 2015 and may, for such purpose, use the forms

available on REN’s website at www.ren.pt or the e-mail address

[email protected];

h) The financial intermediary that, under the terms of the last paragraph, has

been informed of the Shareholder’s intention to participate in the General

Shareholders Meeting must send to the Chairman of the General Shareholders

Meeting Board (1), at least until 11:59 pm (GMT) of April 10th, 2015,

information regarding the number of shares registered in the Shareholder’s

name, with reference to the Record Date, and may send such information to

the e-mail address [email protected];

i) The exercise of the right to participate and to vote at the General Shareholders

Meeting will not be affected by the transfer of shares at any time after the

Record Date and does not depend upon their blocking between the Record Date

and the date of the General Shareholders Meeting, but the Shareholders who

have declared their intention to participate in the General Shareholders

Meeting, according to paragraph (g) above, shall immediately report such

transfer to the Chairman of the General Shareholders Meeting Board (1) and to

the Portuguese Securities Market Commission;

j) Shareholders that, on a professional basis, hold shares in their own name but on

behalf of their clients, may vote differently with their shares, provided that,

besides the statement of participation and the information to be provided by

http://www.ren.pt/

mailto:[email protected]







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the respective financial intermediary with regards to the number of shares

registered in the Shareholder’s name, pursuant to paragraphs g) and h) above,

such Shareholders submit to the Chairman of the General Shareholder Meeting

Board (1), until 11:59 pm (GMT) of April 9th, 2015, by using sufficient and

proportionate means of proof: (i) the identification of each client and the

number of shares to vote on such client’s behalf; and (ii) the voting instructions

given by each client specifically regarding each item of the Agenda;

k) Shareholders will only be admitted to participate and vote at the General

Shareholders Meeting if the statement expressing their intention to participate

in the General Shareholders Meeting has been received until 11:59 pm (GMT) of

April 9th, 2015, and the information provided by the financial intermediary,

with whom they have opened the relevant individual securities registry

account, regarding the number of shares registered in its client’s name on the

Record Date, has been received until 11:59 pm (GMT) of April 10th, 2015.

l) Shareholders intending to participate, personally or through representative, in

the General Shareholders Meeting on April 17th, 2015, shall state, in a written

document delivered to the Chairman of the General Shareholder Meeting Board

until the day before the Record Date, that:

1. The shareholder does not exercise, directly or indirectly, control over

an undertaking that performs one of the activities from among the

generation and supply of electricity or natural gas; or

2. The shareholder is not prevented from exercising political shareholder

rights inherent to any shares representative of the share capital of

REN, by virtue of the acknowledgement by ERSE of the non-existence

of a risk of conflict of interests concerning the shareholder.






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SHAREHOLDERS RIGHTS

1. Information right in the General Shareholders Meeting

In the course of the General Shareholders Meeting, any Shareholder may request

truthful, complete and elucidating information which enables him/her/it to form a

grounded opinion on the items included in the Agenda.

The requested information will be provided by the competent corporate body, and

may only be refused in case the disclosure may cause serious damage to the Company

or to other company related thereto, or breach of a secrecy duty imposed by law.

2. Right to request the inclusion of items in the Agenda

Shareholders holding shares corresponding to at least 2% (two percent) of the

Company’s share capital have the right to request the inclusion of items in the

Agenda, by way of a written request addressed to the Chairman of the General

Shareholders Meeting Board (1), within 5 days following the publication of the present

Notice to Convene.

The abovementioned written request shall be accompanied by a document proving

ownership of said percentage of the share capital, a proposal of resolution on each

item which inclusion is requested and, furthermore, the statement mentioned in

paragraph l) and concerning the abovementioned requirements for participation and

exercise of voting rights in the General Shareholder Meeting.

3. Right to present resolution proposals

Through a written request addressed to the Chairman of the General Shareholders

Meeting Board (1), presented within 5 days following the publication of the present

Notice to Convene, Shareholders holding shares corresponding to at least 2% (two

percent) of the Company’s share capital have the right to present resolution






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proposals on the items on the Agenda, which will be made public prior to the General

Shareholders Meeting.

The request must be accompanied by a document proving ownership of said

percentage of the share capital and include the information which must be enclosed

with the resolution proposal and, furthermore, accompanied by the statement

mentioned in paragraph l) and concerning the abovementioned requirements for

participation and exercise of voting rights in the General Shareholder Meeting.

REPRESENTATION IN THE GENERAL SHAROLDERS MEETING

a) Any Shareholder may be represented in the General Shareholders Meeting by

any person with full legal capacity, provided that he/she/it notifies the

appointment of the representative to the Chairman of the General Shareholders

Meeting Board (1), through a written document to be received at the Company’s

head office until 5:00 pm (GMT) of the second to last working day prior to the

date of the meeting, i.e. April 15th, 2015, and said notification may be sent by

e-mail to the address [email protected].

b) From the date of publication of the present Notice to Convene, the Company

provides to the Shareholders a representation letter form which may be

obtained directly in the respective website at www.ren.pt, or through request

addressed to the Investors Relation Office.

c) Any Shareholder may appoint different representatives in relation to shares

held in different securities accounts, without prejudice to the principle of

uniform vote, under the terms of article 385 of the Portuguese Companies

Code.

d) The request for a representation document submitted to more than 5

Shareholders shall include the following elements:

1. Specification of the General Shareholders Meeting, indicating venue, date,

time and Agenda;


http://www.ren.pt/






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2. Information on document consultation by Shareholders;

3. Precise details on the person or persons appointed as representatives;

4. The manner in which the representative will exercise the vote if no

instructions are given by the represented Shareholder;

5. Statement according to which, in case of unforeseen circumstances, the

representative shall vote in the manner it deems to best satisfy the

represented Shareholder’s interests;

6. The voting rights that are attributed to the requesting Shareholder

pursuant to number 1 of article 20 of the Portuguese Securities Code; and

7. The grounds for the manner in which the votes are to be exercised by the

requesting person/entity.

EXERCISE OF THE VOTING RIGHT BY CORRESPONDENCE

a) Under article 22 of the Portuguese Securities Code and Article 12, no. 5 and no.

6 of the Articles of Association, Shareholders that may attend the General

Shareholders Meeting may also exercise their voting right by correspondence in

relation to each of the items in the Agenda by letter bearing a signature

identical to the one on the identification card or equivalent identification

document, and accompanied by a legible copy of such card, addressed to the

Chairman of the General Shareholders Meeting Board (1) and sent by registered

mail with acknowledgement of receipt, provided that this letter is received at

the registered office of the Company until the third business day prior to the

date of the meeting, that is, until April 15th, 2015, without prejudice to the

previous statement of the intention to participate and to the information on

the respective financial intermediary referred to in paragraphs g) and h) of

Section “REQUIREMENTS FOR THE PARTICIPATION AND EXERCISE OF THE VOTING

RIGHT” above and the previous statement mentioned in paragraph l) of said

Section.






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b) According with article 12, no. 6 of the Articles of Association, the Chairman of

the General Shareholders Meeting Board (1) shall verify the authenticity and

regularity of the votes issued by correspondence, as well as ensure their

confidentiality up to the moment of the casting of votes. Votes exercised by

correspondence are deemed negative votes in relation to proposals of

resolution proposals presented after the date on which those votes have been

issued.

c) In order to allow the exercise of the vote by correspondence in accordance

with the legal rules and the provisions of the Articles of Association, it is

recommended that the Shareholders intending to use such means of voting

submit the corresponding request to the Company, through letter addressed to

the Chairman of the General Shareholders Meeting Board (1) or through the form

available in the respective web site at www.ren.pt, with the necessary prior

notice, in order to allow the dispatch of the available documentation, without

payment of postal transportation costs, as well as the timely delivery to the

Company of the documentation sent by mail.

(1) Contacts of the Chairman of the General Shareholders Meeting Board:

Address: Avenida dos Estados Unidos da América, no. 55, 1749-061 Lisbon

Telefax: (+351)210013334

E-mail: [email protected]

Lisbon, March 26, 2015

The Chairman of the General Shareholders Meeting Board

(Pedro Maia)

http://www.ren.pt/


REN – REDES ENERGÉTICAS NACIONAIS, S.G.P.S., S.A. – listed company




Non-binding translation

For information purposes only

PROPOSAL OF RESOLUTION

ITEM 2 OF THE AGENDA FOR THE ANNUAL GENERAL SHAREHOLDERS MEETING

OF APRIL 17TH, 2015

According to the annual financial statements of REN – Redes Energéticas Nacionais,

S.G.P.S., S.A. (hereinafter “REN”), in the financial year ended on December 31st,

2014, the amount of 112,777,355.64 Euros (one hundred and twelve million, seven

hundred and seventy seven thousand, three hundred and fifty five euros and sixty

four cents) has been established as net income in the IFRS consolidated accounts,

and the amount of 106,256,906.40 Euros (one hundred and six million, two hundred

and fifty six thousand, nine hundred and six euros and forty cents) has been

established in the individual accounts, in accordance with SNC.

In light of the above, and in accordance with and for the purposes of number 1 of

Article 28 of REN’s Articles of Association and Articles 31 to 33, paragraph f) of

number 5 of Article 66, Articles 294 and 295 and numbers 1 paragraph b) and 2 of

Article 376, all from the Portuguese Companies Code, the Board of Directors hereby

proposes that the net income of the financial year 2014, established in the individual

financial statements, in the abovementioned amount of 106,256,906.40 Euros (one

hundred and six million, two hundred and fifty six thousand, nine hundred and six

euros and forty cents) be distributed as follows:

To the legal reserve: 5,312,845.32 Euros (five million, three hundred and

twelve thousand, eight hundred and forty five euros and thirty two cents);

As dividends: 91,314,000.00 Euros (ninety one million and three hundred and

fourteen thousand euros) corresponding to a distribution of 80.97% of the

consolidated income of REN, SGPS, S.A. in 2014, which amounts to

112,777,355.64 Euros (one hundred and twelve million, seven hundred and







seventy seven thousand, three hundred and fifty five euros and sixty four

cents), equivalent to a gross dividend value per share of 0.171€;

To retained earnings: 9,630,061.08 Euros (nine million, six hundred and thirty

thousand, sixty one euros and eight cents).

As distribution to REN´s and its subsidiaries employees: 2,700.000 Euros

(two million and seven hundred thousand euros). Due to the accounting

rules in force, this amount is already reflected in the net profit of the

financial year ended on 31 December 2014 of REN, S.G.P.S., S.A.

(312,777.68 Euros – three hundred and twelve thousand, seven hundred

and seventy seven euros and sixty eight cents) and of its subsidiaries

(2,387,222.32 Euros – two million, three hundred and eighty seven

thousand, two hundred and twenty two euros and thirty two cents).


By the Board of Directors of

REN – Redes Energéticas Nacionais, S.G.P.S., S.A.







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OF APRIL 17TH, 2015

Whereas:

A) Under paragraph c) of number 1 of Article 376 and number 1 of Article 455 of

the Portuguese Companies Code, the general appraisal by the Annual General

Shareholders Meeting of the management and supervision of REN – Redes

Energéticas Nacionais, S.G.P.S., S.A. (hereinafter referred to as “REN” or “the

Company”) is mandatory;

B) REN’s Board of Directors had a remarkable performance of its functions of

coordination, orientation and pursuit of the businesses and corporate activities

during the financial year 2014;

C) The abovementioned performance is especially praiseworthy and remarkable,

taking into account, namely, the particularly adverse economic and financial

market conditions, which characterized and conditioned the carrying out of the

corporate activity during the financial year 2014;

D) Finally, the diligent, professional and committed performance of functions by

REN’s Audit Committee and Statutory Auditor during 2014 has been equally

remarkable, and has favorably contributed to the acknowledged good

performance.

It is thus proposed that the General Shareholders Meeting of REN approves:







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1. A vote of positive appraisal and praise to the Board of Directors of the Company

for the performance of its management functions during 2014;

2. A vote of positive appraisal and praise to the Audit Committee of the Company

for the performance of its supervisory functions during 2014;

3. A vote of positive appraisal and praise to the Statutory Auditor of the Company

for the performance of its functions during 2014.


The Shareholders,

State Grid Europe Limited

Mazoon BV

Oliren, S.G.P.S., S.A.







1



OF APRIL 17TH, 2015

Whereas:

A) Pursuant to no. 2 of Article 5 of the Articles of Association of REN – Redes

Energéticas Nacionais, S.G.P.S., S.A. (hereinafter “REN” or the “Company”),

“the company may acquire, hold, and sell treasury shares, within the

situations and limitations set by law”;

B) In order to comply with Articles 319 and 320 of the Portuguese Companies

Code, the acquisition and transfer of treasury shares is subject to the approval

of the General Shareholders Meeting;

C) Regulation (CE) no. 2273/2003 of December 22, of the European Commission,

establishes a special framework for certain treasury share repurchase

programs, containing, namely, exemption requirements from the general

framework of market abuse, which is convenient to comply with, even when it

is outside the scope of the acquisitions within the relevant programs;

D) Regulation no. 5/2008 of the Portuguese Securities Market Commission

establishes certain duties of communication and disclosure concerning treasury

share transactions for companies with shares listed in regulated markets;

E) An authorization to acquire, hold and transfer treasury shares was granted to

the Board of Directors by the General Shareholders Meeting on April 3rd, 2014,

and REN currently holds 3.881.374 treasury shares;

F) It is still useful, from the corporate interest point of view, to have an

authorization in order for the Company or its subsidiaries to acquire, hold or

transfer treasury shares, notably in order to undertake actions which are

necessary or convenient to pursue the interest of the Company, under the

appropriate conditions in light of the current circumstances of the capital

markets;







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The Board of Directors hereby proposes to the General Shareholders Meeting of

REN the approval of the following resolutions:

1. To approve the acquisition of treasury shares by REN and/or its subsidiaries,

current and/or future, including rights to its acquisition or allocation , subject

to a decision of the Board of Directors of REN, and in the following terms:

a) Maximum number of shares to be acquired: until the limit

corresponding to 10% (ten per cent) of the respective share capital, with

deduction of any transfers carried out, notwithstanding the exceptions

laid down in no. 3 of article 317 of the Portuguese Companies Code and

the numbers of shares required to comply with the obligations of the

acquirer under the law, contract or terms of issuance of securities or

other instruments, and subject, if applicable , to a subsequent transfer,

pursuant to the legal terms, of the shares which exceed such limit;

b) Deadline within which the acquisition may be carried out: within the

eighteen months subsequent to the date of this resolution;

c) Forms of acquisition: subject to the mandatory terms and conditions laid

down by the law, the acquisition of shares or rights of acquisition or

allocation of shares may be carried out for consideration, in any form, in

a regulated market or outside of a regulated market, through a private

negotiation or through an offer to the public, in compliance with the

legally established principle of equal treatment of shareholders, notably

through (i) transaction carried out with entities appointed by the Board of

Directors of REN, notably strategic partners and financial institutions with

which REN or any of its subsidiaries has entered or may enter into an

share exchange agreement, equity swap agreements or other similar

derivative financial instruments; or (ii) the acquisition, by any means, to

enable, or as a consequence of, compliance with an obligation arising

from law or contract, including the contractual undertaking to the

implementation of the share allocation plan of REN or its subsidiaries,

conversion or exchange of securities or other convertible or exchangeable







3

securities, issued by the relevant company, in accordance with its

respective issuance terms or agreements related to the abovementioned

conversion or exchange;

d) Minimum and maximum consideration for the acquisitions: the price of

acquisition shall have as maximum and minimum limits respectively, 120%

and 80% of the weighted average of the daily closing listing prices of the

Company’s shares, during, at least, the last three sessions and, at most,

the last thirty sessions of Eurolist by Euronext Lisbon immediately prior

to the date of the acquisition or establishment of the share acquisition or

allocation right, or correspond to the acquisition price resulting from the

share exchange agreement, from the financial instruments entered into

by REN or a subsidiary, from the terms of issuance of securities or other

instruments convertible to or exchangeable with REN shares, carried out

by any of the aforementioned entities, or agreements entered into in

relation to such conversions or exchanges, or share allocation plan in

force at any given moment concerning REN;

e) Moment of acquisition: to be determined by the Board of Directors of

REN, especially considering the conditions of the securities market and

the convenience or the obligations of REN, its subsidiaries or the

acquirer(s), to be carried out one or more times and in the proportions

defined by the Board of Directors of REN.

2. To approve the transfer of treasury shares, including the rights to its

acquisition or allocation that have been acquired by REN or any of its

subsidiaries, current or future, through a decision of the Board of Directors of

REN and in the following terms:

a) Minimum number of shares to be transferred: the number of shares to

be transferred shall be defined by the Board of Directors of REN, by

virtue of what, at any given moment, is deemed necessary or convenient

to the pursuit of the corporate interest or in order to comply with







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obligations assumed by REN, arising from the law, contract, or the

issuance of securities or other instruments;

b) Deadline within which the transfer may be concluded: within eighteen

months following the date of this resolution;

c) Forms of transfer: subject to the mandatory legal terms and restrictions,

the transfer of shares or rights of acquisition or allocation of shares may

be undertaken for consideration, in any form, notably through sale or

exchange, through a private negotiation or through an offer to the public,

in compliance with the principle of equal treatment of shareholders in

accordance with the law, in a regulated market or outside of a regulated

market, notably through a transaction carried out with entities appointed

by the Board of Directors of REN, including the financial institution with

which REN or any of its subsidiaries has entered into an equity swap

agreement or other similar derivative financial instruments; or when

resolved within the scope or in connection with a proposal for the

allocation of results or distribution of retained earnings in kind, without

prejudice to , in case of a transfer in compliance with an obligation or

stemming from the issuance of other securities by REN or any of its

subsidiaries, or from agreements related with such issuance, or from a

contractual commitment to the implementation of a share attribution

plan of the Company, the transfer being made in accordance with

applicable terms and conditions;

d) Minimum price: consideration no more than 80% below the weighted

average of the daily closing listing prices for REN’s shares in Eurolist by

Euronext Lisbon during at least the three sessions and at most the thirty

sessions in the regulated market immediately prior to the date of

transfer, or a price which is determined or results from the terms and

conditions of the sale offer to the public of the Company’s shares,

launched by the latter or by its shareholders, the issuance of other

securities, notably securities or other convertible or exchangeable







5

instruments, or from agreement entered into concerning such issuance,

conversion or exchange, whenever the transfer arises from it;

e) Moment of transfer: to be determined by the Board of Directors of REN,

especially taking into account the conditions of the securities market and

the convenience or obligations of REN, of any of its subsidiaries, or the

transferring entity(ies), and to be implemented one or more times and in

the proportions defined by the Board of Directors of REN.

3. To approve that the Board of Directors of REN be informed, in a nonbinding

manner , that, notwithstanding its discretion in deciding and acting within the

framework set by the resolutions of numbers 1 and 2 above, it shall take into

consideration, in light of the circumstances deemed relevant and without

prejudice to the compliance with the legal provisions established in the

Portuguese Securities Code and in the regulations of the Portuguese Securities

Market Commission, the following relevant practices regarding the acquisition

and transfer of treasury shares under the authorizations granted in the

abovementioned numbers:

a) Public disclosure, before the beginning of transactions of acquisition and

transfer of treasury shares, of the content of the authorization

established in numbers 1 and 2 above, especially its purpose, the

maximum and minimum counter value, the total number of shares to be

acquired and the authorized deadline to perform the transaction;

b) Maintenance of the registry of each transaction undertaken pursuant to

the abovementioned authorizations;

c) Implementation of the transactions in such a timing, form and volume

that does not interfere with the regular functioning of the market,

notably avoiding the implementation in sensitive moments of negotiation,

in particular, in the opening and closing of the session, in moments of

market disturbance and in moments that are close to the disclosure of

material information, including the disclosure of financial statements;







6

d) Performance of the acquisitions for a price not exceeding the highest

between the price of the last independent transaction and the price of

the independent offer of highest amount at the time of the acquisition in

the Eurolist by Euronext Lisbon;

e) In case those acquisitions are made through derivative instruments, the

strike price of the latter shall not be higher than the highest between the

price of the last independent transaction and the price of the current

independent offer of highest amount;

f) Limitation of the acquisitions to 25% of the daily average negotiation

volume or 50% of such volume, in case of very scarce liquidity in the

relevant market and subject to communication to the competent

authority and disclosure to the market;

g) Public disclosure of the transactions which are relevant pursuant to the

applicable regulatory terms, until the end of the third working day

counting from the transaction date;

h) Communication to the competent authority, until the end of the third

working day following the date of the transaction, of all the acquisitions

and transfers performed;

i) Abstention from transferring shares during the potential implementation

of the repurchase program encompassed by Regulation (CE) no.

2273/2003 of the Commission, of December 22.










1



OF APRIL 17TH, 2015

Whereas:

A) In accordance with number 1 of Article 6 of the Articles of Association of REN –

Redes Energéticas Nacionais, S.G.P.S., S.A. (hereinafter “REN” or the

“Company”), “the company may issue bonds or other securities within the

categories and under the terms of the applicable legislation at the time of the

issuance, as well as to carry out any legally permitted operations regarding its

own bonds or securities issued by the company”;

B) Pursuant to Articles 319 and 320, applicable by virtue of Article 354, all from

the Portuguese Companies Code, the acquisition and transfer of own bonds is

generally subject to the approval of the General Shareholders Meeting;

C) It is REN’s interest, as well as its subsidiaries’ interest, to have the possibility

to carry out transactions over own bonds, in accordance with the applicable

legal provisions, including transactions of acquisition and transfer of own bonds

or other securities or debt securities issued by the company, under the

conditions deemed appropriate in light of the present circumstances of the

capital markets;

The Board of Directors hereby proposes to the General Shareholders Meeting of

REN the approval of the following resolutions:







2

1. To approve the acquisition of own bonds or other securities or debt securities

issued by REN and/or by its subsidiaries (current and/or future), subject to the

decision of REN’s Board of Directors, in the following terms:

a) Maximum number of bonds or other securities or debt securities to be

acquired: corresponding to the entirety of each issuance, without

prejudice to the limits established by law, deducting any transfers that

may have been carried out;

b) Deadline within which the acquisition may be carried out: within

eighteen months following the date of the present resolution;

c) Forms of acquisition: the acquisition of bonds or other securities or debt

securities may be implemented, for a consideration, in any legally

permitted form, in regulated or non-regulated markets, through private

negotiation or through an offer to the public, through a direct transaction

or via derivatives, with or without the resort to financial intermediaries,

always in compliance with the applicable mandatory legal rules;

d) Minimum and maximum consideration to be paid for the acquisitions:

the price of acquisition shall fall within an interval of 20% less or more,

and measured according to: (i) whenever a market listing price is

available regarding the bonds or other securities or debt securities to be

acquired, the weighted average of the closing listing prices of such bonds

or other securities or debt securities in the market where the acquisition

is carried out, during, at least, the last three sessions and, at most, the

last thirty sessions prior to the date of the acquisition, or corresponding

to the price of purchase resulting from any executed financial

instruments or from the respective terms of issue; (ii) in case a market

listing price is not available regarding the bonds or securities or debt

securities to be acquired, the average purchase price referenced by an

entity with international reputation in the market of debt securities; (iii)







3

when there is no issuance market listing price or reference under the

terms of paragraph (ii), the estimated value calculated by a qualified and

independent consultant appointed by the Board of Directors; (iv) in case

of an acquisition in connection with, or in compliance with, conditions of

issuance of other securities, or an agreement related to such issuance,

the price resulting from the terms of such issuance or agreement;

e) Time of acquisition: to be determined by REN’s Board of Directors,

taking especially into account the situation of the securities market and

the convenience or the obligations of REN, of one of its subsidiaries or of

the acquirer(s), and to be carried out in one or more times and in such

proportions as determined by REN’s Board of Directors.

2. To approve the transfer of own bonds or other securities or debt securities

issued by REN and/or its subsidiaries (current or future) which were acquired,

subject to a decision by REN’s Board of Directors, in the following terms:

a) Minimum number of bonds to be transferred: corresponding to the

minimum lot which, at the time of the transfer, is legally stipulated for

REN’s or its subsidiaries’ bonds, or to a lesser amount which complies

with the obligations assumed, resulting from the law, the agreement or

the issuance of other securities;

b) Deadline within which the transfer may be concluded: within eighteen

months following the date of the present resolution;

c) Forms of transfer: subject to the legally established and mandatory

terms and limits, the transfer of bonds shall be carried out for a

consideration, by any legally permitted means, through private

negotiation or through an offer to the public, in regulated or non-

regulated markets, to entities appointed by REN’s Board of Directors,

always in compliance with the applicable mandatory legal rules, without

prejudice to, in case of a transfer to comply with an obligation or







4

resulting from the issuance of other securities by REN or any of its

subsidiaries, or from any agreements related to such issuance, its

implementation being made pursuant to the applicable terms and

conditions;

d) Minimum price: a consideration no more than 20% below the prices

referred to in paragraph d) of no. 1 of the present resolution, as

applicable, in relation to situations of disposal of bonds, of other

securities or of debt securities;

e) Time of transfer: to be determined by REN’s Board of Directors, taking

especially into account the situation of the securities market and the

convenience or the obligations of REN, one of its subsidiaries or the

transferring entity(ies), and to be carried out one or more times and in

such proportions as REN’s Board of Directors determines.










1


ITEM 6 OF THE AGENDA FOR THE ANNUAL GENERAL SHAREHOLDERS’ MEETING

OF APRIL 17TH, 2015

STATEMENT OF THE REMUNERATION COMMITTEE ON THE REMUNERATION POLICY

FOR THE MEMBERS OF THE CORPORATE BODIES

1. Pursuant to paragraph 1 of article 2 of the Law no. 28/2009, of June 19th, the

management body or the remuneration committee, if any, of a company with

securities admitted to trading on a regulated market shall submit annually to

the approval of the General Shareholders Meeting a statement on the

remuneration policy for the members of the management and supervisory

bodies.

2. In turn, Recommendation II.3.3. of the Code of Corporate Governance approved

by the Portuguese Securities Market Commission (hereinafter referred to as

“CMVM”) in 2013, recommends that the statement referred to in the preceding

paragraph should also contain the additional information described therein,

particularly in relation to (i) the criteria used to fix the remuneration to be

granted to the members of the corporate bodies, (ii) the maximum potential

amount, both in individual and aggregate terms, to be paid to the members of

the corporate bodies as well as the identification of the circumstances under

which such amounts may be become due and (iii) any payments relating to

dismissal or termination of the offices of directors;

3. Pursuant to article 26 of the Articles of Association of REN – Redes Energéticas

Nacionais, SGPS, S.A. (hereinafter referred to as “REN”), the Remuneration

Committee of REN is competent and responsible for determining the fixed and,

if applicable, the variable remunerations of each Director, as well as for

determining the remuneration to be ascribed to the members of the remaining

corporate bodies.







2

4. Under the applicable legal terms, as well as pursuant to the Articles of

Association, the Remuneration Committee was appointed by the General

Meeting on April 3rd, 2014, by virtue of the resignation of the three former

members of the Remuneration Committee, via letter dated November 29th,

2013, being composed by three members who are independent in regard to the

members of the managing and supervisory bodies of REN and with appropriate

experience regarding remuneration issues.

5. Therefore, on the one hand, in the interest of transparency and legitimacy of

the fixing of remuneration according to the say-on-pay principle,

internationally recognized as a best practice in corporate governance and, on

the other hand, for purposes of compliance with the legal and recommendatory

provisions described above, the Remuneration Committee submits to the

appraisal of the annual General Meeting, the following statement on the

remuneration policy of the corporate bodies, which terms were subject to prior

resolutions of this Committee.

I. CONTEXT

1.1. For the term-of-office corresponding to the three-year period 2012-2014, the

Remuneration Committee approved the remuneration policy and conditions

applied to the members of the corporate bodies of REN;

1.2. For such purpose, the Remuneration Committee carried out several activities,

namely the market analysis and the study of the legal requirements and

recommendations regarding the remuneration policy, which were implemented

jointly with specialized and independent advisors;

1.3. In particular, the Commission considered and analyzed, as a comparison

element, the remuneration policies and practices of the following peers: Brisa

(Portugal), Red Elétrica de España (Spain), National Grid (United Kingdom),

Dong (Denmark) and EDP Renováveis (Spain).







3

II. REMUNERATION OF THE EXECUTIVE DIRECTORS

1. Guiding principles

1.1. The remuneration policy regarding the executive directors follows the following

guiding principles:

Be simple, clear, transparent and aligned with REN’s corporate culture;

Be appropriate and adjusted to the size, nature, scope and specificity of

REN’s activity;

Ensure a total remuneration that is competitive and fairly aligned with

the best practices and the latest trends at national and European level, in

particular with REN’s peers;

Incorporate a fixed component adjusted to the directors’ functions and

responsibilities;

Incorporate a reasonable overall variable component in relation to the

fixed remuneration, with a short-term and medium-term component,

both with maximum limits;

Define a variable remuneration indexed to the evaluation of the

individual and organizational performance, according to the achievement

of specific objectives, measurable and aligned with the Company’s and

shareholders’ interests; and

Define a variable medium term remuneration component indexed to the

development in REN’s share price, ensuring the linkage of the executive

directors’ remuneration to the results’ sustainability and to the value

creation to the shareholders.

1.2. Bearing this principles in mind, the remuneration of the members of the

Executive Committee is mainly determined on the basis of four general criteria:

(i) competitiveness, taking into account the practices of the Portuguese

market; (ii) fairness, whereas the remuneration must be based on uniform,

consistent, fair and balanced criteria; (iii) performance evaluation, in

accordance with the functions and level of responsibility of each person and

with the assumption of appropriate levels of risk and compliance with the rules







4

governing the activities of REN; and (iv) the alignment of director’s interests

with the Company’s interests and its sustainability and wealth creation in the

long term.

1.3. Executive directors’ remuneration has a fixed component and a variable

component. The latter is comprised by a short-term performance portion and a

medium-term performance portion.

2. Fixed component

2.1. The fixed component of the remuneration is exclusively composed by the basic

remuneration, as there is no other remuneration.

2.2. This component is monthly paid, in cash.

2.3. The fixed remuneration of executive directors corresponds to an annual gross

amount of 385.000,00 Euros (three hundred and eighty-five thousand euros),

regarding the Chief Executive Director, and of 305.000,00 Euros (three hundred

and five thousand euros), regarding the remaining executive directors. There is

not any fixed remuneration to be added to said amount, without prejudice to

complementary advantages concerning the use of a company vehicle, related

expenses and insurances (considering the costs for 2014, it is estimated that in

2015 said advantages amount to 20.000 Euros (twenty thousand euros) per

director).

2.4. If an executive director obtains remuneration for the performance of any other

professional activity, the fixed remuneration shall be reduced in the same

amount, so that the total fixed remuneration corresponds to the amount

defined by the Remuneration Committee.

3. Variable Component

3.1. The variable component integrates a short-term and a medium-term portion.







5

3.2. Common requirements to both portions:

a) The allocation of the variable remuneration occurs after the approval of

the accounts of each financial year and the evaluation of the

performance concerning the year to which the payment relates, and only

occurs if there is compliance with the pre-defined objectives, measured

using indicators of individual performance and company metrics linked to

the strategic plan of REN.

b) The degree of achievement of defined objectives is measured by means

of the annual performance evaluation, based on a pre-defined matrix.

Accordingly, below the minimum level of performance (i.e. with a level

of compliance with objectives below 80%), there is no payment of

variable remuneration, but if the level of compliance with objectives is

between 80% and 120% or higher, the total variable remuneration

allocated will correspond, gradually, to a percentage between 20% and

120% of the fixed remuneration.

c) The annual performance evaluation is based on the Key Performance

Indicators (KPI) of REN on a consolidated basis (weight of 80%) and on an

individual performance evaluation (weight of 20%), which, should it be

negative, leads to the variable remuneration not being granted.

d) The following Key Performance Indicators will be considered for this

purpose: Average Cost of Debt, Return on Invested Capital, EBITDA

abroad, Earnings per share (compound annual growth rate – CARG), and

EBITDA CARG.

e) Taking into account the goals of the remuneration policy herein

described, the executive directors cannot enter into contracts that

mitigate the risk inherent to the variability of their remuneration.

f) Considering the criteria and requirements applicable to the variability of

the remuneration and the value of the fixed remuneration, as referred on

2.3., the maximum potential amount (annual gross value) of the variable

remuneration may correspond to 462.000,00 Euros (four hundred and







6

sixty-two thousand euros), regarding the Chief Executive Officer, and

366.000,00 Euros (three hundred and sixty-six thousand euros), regarding

the remaining executive directors, without prejudice to the evolution of

the value of the allocated remuneration units (RU), as described infra.

Said amount corresponds to a maximum potential amount, defined

according to maximum performance goals which essentially envisage to

motivate the management team, and which depend on the degree of

completion of said goals for a three-year term of office and on the annual

performance evaluation, and are also subject to immeasurable aspects

inherent to the sector’s and the country’s context, as well as to the

business and commercial specificities.

3.3. Short Term Variable Remuneration

a) The Short Term Variable Remuneration (STVR) is paid in cash and relates

to the annual performance evaluation, and its amount varies according to

the degree of performance of the objectives set forth in the

abovementioned Key Performance Indicators.

b) Therefore, if the annual performance evaluation is below 80% (minimum

level of performance), the payment of the STVR will not occur. But, if the

annual performance evaluation is between 80% and 120% or higher, the

STVR will correspond to between 10% and 60% of the fixed remuneration.

c) The allocation of the STVR shall correspond to an amount up to 50% of the

global variable remuneration granted in relation to each relevant

financial year.

3.4. Medium Term Variable Remuneration

a) The Medium Term Variable Remuneration (MTVR) has the purpose to

strengthen the alignment of interests of REN’s executive directors with

those of REN and its shareholders. Its amount depends on the annual

performance evaluation (i.e. on the requirements already mentioned in

3.2. above) and varies according to the same matrix as STVR. Moreover,







7

the STVR to be allocated shall correspond to between 10% and 60% of the

fixed remuneration.

b) The RVMP is fixed in Remuneration Units (RU), concerning each financial

year of the term of office in which an executive director has performed

his/her duties.

c) The RU will have a value corresponding to the listing price of REN’s shares

on the date of the fixation of the MTVR and said value shall have a

development equal to the Total Shareholder Return (TSR) of REN’s share.

d) The right of each executive director to the conversion of the RU is

established progressively, and it consolidates regarding 1/3 of the total

amount in the end of the respective financial year, and each remaining

1/3 will consolidate in the end of each of the following two financial

years, provided that the director performs executive duties in the

respective financial year. The right of each executive director to the

conversion of the RU will persist even if the termination of functions

occurs due to the change of shareholder control of REN, by virtue of the

director having been effectively in office during the period at stake (and

thus said conversion not having a compensatory nature), as well as the

non-voluntary nature of the termination of functions (contrary to what

occurs, notably, due to resignation).

e) The RU will automatically be converted into cash or, if the General

Shareholders Meeting of REN resolves correspondingly (and pursuant to

the terms and conditions laid down by the same), in part or in whole into

shares representative of REN’s share capital, after a period of 3 years

from the date of its allocation. Therefore, and even though the right to

the conversion of the RU into cash is of progressive formation, according

to the above described terms, its payment is always postponed for three

years from its allocation.







8

3.5. Termination of office

In the event of termination of office of an executive director by resignation or by

dismissal without fair grounds (“justa causa”), no compensation will be paid, other

than the legally due, if the dismissal or resignation is due to inappropriate

performance by the director.

III. REMUNERATION OF NON-EXECUTIVE DIRECTORS

The non-executive directors (including the members of the Audit Committee) will

obtain the fixed remuneration mentioned below, paid monthly and defined in line

with the best practices of large firms in the Portuguese market, being applicable the

established in 3.5. above:

An annual gross amount of 80.000,00 Euros (eighty thousand euros) to the

Vice-Chairman of the Board of Directors;

An annual gross amount of 75.000,00 Euros (seventy-five thousand euros) to

the Chairman of the Audit Committee;

An annual gross amount of 60.000,00 Euros (sixty thousand euros) to the

remaining members of the Audit Committee;

An annual gross amount of 36.000,00 Euros (thirty-six thousand euros) to the

remaining non-executive directors.

IV. REMUNERATION OF THE BOARD OF DIRECTORS INTENDED TO PROMOTE THE

ALIGNMENT OF INTERESTS WITH REN, SUSTAINABILITY AND CREATION OF

WEALTH IN THE LONG TERM

As mentioned above in detail, the remuneration policy of the members of the

Board of Directors shall allow the pursuit of the following objectives:







9

A global remuneration that is competitive and fair and is aligned with

the best practices and recent trends on both national and European

levels;

The motivation of the management team for the pursuit of the

established objectives and the attraction and retention of qualified

staff;

The balance between a fixed remuneration component that is in line

with the directors’ functions and responsibilities and a variable

remuneration component that in globally appropriate in relation to the

fixed remuneration; and

A variable remuneration that is indexed to the performance evaluation,

both individual and organizational, in accordance with specific and

measurable objectives that are in line with the Company’s and the

shareholders’ interests.

Considering the principles of the remuneration policy herein listed, as well as

the abovementioned sections concerning each of its components, the maximum

potential amount (gross annual value) of the global aggregate remuneration of

the members of the Executive Board and the Audit Committee may correspond

to 2.752.000,00 Euros (two million seven hundred and fifty-two thousand

euros), plus the complementary advantages referred to in 2.3. above and

without prejudice to the evolution of the granted RU. Said amount (i)

corresponds, as stated above , to a maximum potential amount, which includes

all members of the Board of Directors (three executive members and twelve

non-executive members) and the members of the Audit Committee (three of

the non-executive members) and all components of the remuneration, including

the variable remuneration of the executive directors, and (ii) will only be fully

paid if the corresponding maximum performance goals are reached, according

to the terms better described above.

Indeed, and regarding the variable remuneration, the latter not be granted if

the compliance with the pre-determined goals is below 80%, and it holds a

gradual character, i.e., the global variable remuneration shall correspond to

between 20% and 120% of the fixed remuneration, in the event that the

completion of the maximum performance goals is between 80% and 120% or







10

higher. The completion of said maximum performance goals intended to

motivate the management team and to align the management interests is,

thus, contingent upon an evaluation process, on the company’s evolution and

on the involving context.

V. REMUNERATION OF THE MEMBERS OF THE GENERAL SHAREHOLDERS MEETING

BOARD

The remuneration of the members of the General Shareholders Meeting Board

corresponds to a fixed annual amount, pursuant to the following terms:

To the Chairman, an amount of 5.000,00 Euros (five thousand euros);

To the Vice-Chairman, an amount of 3.000,00 Euros (three thousand euros);

To the Secretary, an amount of 2.000,00 Euros (two thousand euros).

VI. REMUNERATION POLICY OF THE MEMBERS OF THE CORPORATE BODIES FOR

THE TERM-OF-OFFICE CORRESPONDING THE THREE-YEAR-PERIOD 2015-2017

For the term-of-office corresponding to the three-year-period 2015-2017, the

Remuneration Committee will approve the new remuneration policy and conditions

applicable to the members of the corporate bodies of REN.


THE REMUNERATION COMMITTEE

Paulo Pimenta

Manuel de Lencastre

Fernando Neves de Almeida







1



OF APRIL 17TH, 2015

Whereas:

A) On April 21st, 2014, the company “EGF – Gestão e Consultoria Financeira,

S.A.” and Mr. Filipe de Botton (appointed by said company to discharge this

office in his own name) resigned as member of the Board of Directors of REN –

Redes Energéticas Nacionais, SGPS, S.A. (“REN”);

B) In its turn, on December 16th, 2014, Mr. Luis Amado and Mr. Haibin Wan

presented their resignations as members of the Board of Directors of REN;

C) Pursuant to number 3, paragraph b) of Article 393 of the Portuguese

Companies Code, the definitive absence of a Director, without the existence

of alternates or being the directors in office in sufficient number for the

Board of Directors to adopt resolutions, this corporate body shall proceed

with the replacement of the absent director by co-optation;

D) Thus, on May 8th, 2014, and as disclosed to the market by REN, the Board of

Directors of REN has resolved to appoint, by co-optation, the company

“OLIREN, SGPS, S.A.” as member of the Board of Directors of REN (which

appointed Mr. Francisco João Oliveira to discharge this office in his own

name), to complete the term-of-office corresponding to the three-year-period

2012-2014;

E) Additionally, on December 17th, 2014, and as disclosed to the market by REN,

the Board of Directors of REN has resolved to appoint, by co-optation, Mr.

Rodrigo Costa and Mr. Longhua Jiang as members of the Board of Directors of

REN, to complete the term-of-office corresponding to the three-year-period

2012-2014;







2

F) According to number 4 of Article 393 of the Portuguese Companies Code, the

co-optation shall be submitted to ratification at the following general

shareholders meeting;

The Board of Directors proposes to the General Shareholders Meeting of REN the

approval of the following resolutions:

Ratify the appointment, by co-optation, of the company “OLIREN, SGPS, S.A.”

as member of the Board of Directors of REN (which appointed Mr. Francisco

João Oliveira to discharge this office in his own name), to complete the term-

of-office corresponding to the three-year-period 2012-2014, as resolved by

REN’s Board of Directors on May 8th, 2014.

Ratify the appointment, by co-optation, of Mr. Rodrigo Costa as member of

the Board of Directors of REN, to complete the term-of-office corresponding

to the three-year-period 2012-2014, as resolved by REN’s Board of Directors

on December 17th, 2014.

Ratify the appointment, by co-optation, of Mr. Longhua Jiang as member of

the Board of Directors of REN, to complete the term-of-office corresponding

to the three-year-period 2012-2014, as resolved by REN’s Board of Directors

on December 17th, 2014.












OF APRIL 17TH, 2015

Whereas:

A) ERSE – Entidade Reguladora dos Serviços Energéticos (“ERSE”) issued, on

September 9th, 2014, a decision concerning the certification of REN – Rede

Eléctrica Nacional, S.A. and REN – Gasodutos, S.A. as operators of the National

Electricity Transmission Grid and the National Natural Gas Transmission Grid

(“ERSE Decision”), respectively, in a regime of complete legal and financial

segregation (full ownership unbundling);

B) Pursuant to the ERSE Decision, the certification depends upon the compliance

with a set of conditions aimed at safeguarding the independence of said

operators, within a deadline of eight months, i.e. until May 11th, 2015;

C) The conditions required by the ERSE Decision include (i) restrictions to the

exercise of shareholder rights related to the General Shareholders Meeting of

REN - Redes Energéticas Nacionais, S.G.P.S., S.A. (“REN”); (ii) restrictions to

the performance of functions within the Board of Directors and the Audit

Committee of REN and of the transmission network operators; and the

amendment of the Articles of Association of REN, in order to comply with the

restrictions laid down in (i) and (ii) above;

D) In June 2014, the 2nd reprivatization phase, approved by Decree Law no. 106-

B/2011, of November 3rd, was concluded;

E) With the conclusion of this transaction, REN became a company totally held by

private capital, and its share capital ceased to be comprised by category B

shares (previously held by Parpública – Participações Públicas (SGPS), S.A. and

by Caixa Geral de Depósitos, S.A.), which, by virtue of their transfer to non-

public entities, were automatically converted into category A shares,

corresponding to ordinary shares;







1

F) Thus, it is intended to promote the amendment of the Articles of Association of

REN, in order to (i) reflect the cancellation of category B shares, (ii) adapt the

Articles of Association to the requirements of the ERSE Decision, and (iii) insert

other amendments.

The Board of Directors proposes to the General Shareholders Meeting of REN the

approval of the amendment of the Articles of Association of REN, pursuant to the

draft Articles of Association enclosed to this Proposal, and according to the

following terms:

1. To reflect the cancellation of category B shares, modify and partially revoke

Article 4, and modify Article 12;

2. To adapt to the requirements of the ERSE Decision, add Article 7-B and modify

Articles 7-A, 10 and 12;

3. To insert other amendments, modify Article 12, and partially revoke Article 27.






ANNEX

TO

ITEM 8 OF THE AGENDA FOR

THE GENERAL SHAREHOLDERS MEETING

OF APRIL 17TH 2015

AMENDMENT OF THE ARTICLES OF ASSOCIATION

(COMPARED VERSION WITH THE ARTICLES OF ASSOCIATION CURRENTLY IN FORCE)

REN – REDES ENERGÉTICAS NACIONAIS, SGPS, S.A.



1

ARTICLES OF ASSOCIATION

Chapter I

Name, duration, registered office and purpose

Article 1

The company is incorporated as a limited liability company (sociedade anónima), uses the

name of REN - REDES ENERGÉTICAS NACIONAIS, SGPS, S.A., and its duration is

indefinite.

Article 2

1. The company has its registered office in Lisbon, at Avenida dos Estados Unidos da

América, no. 55.

2. The board of directors may resolve on the relocation of the company’s registered

offices to any place within the national territory, as well as opening or closing of

agencies, branches, delegations or any other form of corporate local representation of

the company, in national and/or foreign territory.

Article 3

The company’s purpose is the management of shareholdings in other companies carrying

out activities in the areas of transmission of electricity, transmission and storage of natural

gas and of reception, storage and re-gasification of liquefied natural gas and other related

activities, as an indirect form of performing an economic activity.

Chapter II

Share capital, shares and bonds

Article 4

1. The share capital amounts to 534 000 000 euros and is fully paid-up.




2

2. The share capital is divided into 534 million shares, corresponding 261.660.000 to

category A shares, which are ordinary, and 272.340.000 to category B shares, with the

nominal value of one Euro each.

3. Category B shares are shares to be re-privatized and have as exclusive special right

the non-applicability to shareholders which hold them, or that represent them, of the

vote limitation established in number 3 of article 12, by reference to the same shares.

4. The transmission to non public entities, as a result of the closing of a phase of the re-

privatization process, of class B shares will determine the automatic conversion of

the re-privatized shares into class A shares, without the need of approval by the

respective holders or of a resolution of any corporate body of the company.

Article 5

1. Shares are nominative and are represented in book entry form.

2. The company may acquire, hold and transfer own shares in the cases provided for in

law and within the limits set out therein.

Article 6

1. The company may issue bonds on any other securities in the modalities and in

accordance with the terms of the law applicable at the time of issue, and may

furthermore, perform transactions with own bonds or securities issued by the

company that are legally permitted.

2. The issue of bonds or of any other instruments or securities, namely representing of

debts, of any type or modality that are or become legally permitted, may be approved

by the Board of Directors which will determine the amount and the further

conditions of the respective issue.




3

Chapter III

Corporate bodies

Article 7

1. The company’s corporate bodies are the general shareholders’ meeting, the board of

directors, which comprises an audit committee and the single auditor.

2. The company has a secretary, as well as a replacement secretary, both elected by the

board of directors.

3. The company has, also, a remuneration committee, elected by the general

shareholders’ meeting.

Incompatibilities

Article 7-A

1. Notwithstanding mandatory legal provisions, the provisions of number five of Article

7-B and not taking into account the provisions in numbers 3 and 4 of this article, the

exercise of functions in any governing body of the company is incompatible with:

a) the status of legal person which is in a situation of potential conflict of

interests with REN or any company in a control or group relationship with the

latter;

b) the status of an individual or legal person related to the legal person in a

situation of potential conflict of interests with REN;

c) the exercise of functions, of any nature or kind, notably by appointment to a

company office, by an employment contract or by a rendering of services

agreement, by a legal person in a situation of potential conflict of interests with

REN or legal person related to the legal person in a situation of potential

conflict of interests REN;




4

d) the appointment, even if not formally, for a member of a governing body of

the company by a legal person in a situation of potential conflict of interests

with REN, or an individual or legal person related to the legal person in a

situation of potential conflict of interests with REN.

2. For these purposes, a legal person is deemed to be a legal person in a situation of

potential conflict of interests with REN whenever it operates, directly or indirectly, in

the energy or natural gas sector, whether in Portugal or abroad.

3. For the abovementioned purposes, a legal person is deemed to be a legal person in a

situation of potential conflict of interests with REN whenever it participates or is

participated, directly or indirectly, in at least 10% of the share capital or voting rights

of a company which operates in the energy or natural gas sector, whether in Portugal

or abroad.

4. For the abovementioned purposes, an entity is deemed to be a person related to a

legal person in a situation of potential conflict of interests with REN:

a) whenever its voting rights are attributed to the latter, in accordance with article

20 of the Securities Code or any provision that may amend it or replace it;

b) whenever it, directly or indirectly, holds in a legal person in a situation of

potential conflict of interests with REN, in a company in a control or group

relationship with the latter, as established in article 21 of the Securities Code,

or in direct or indirect dependence also of the latter, 10% or more of the

voting rights of the participated company.

5. To the extent allowed by the law, the incompatibility set forth in the previous

numbers is not applicable to legal persons in a situation of potential conflict of

interests with REN in which the foregoing holds an interest equal or greater than

50% of the respective share capital or voting rights, or to the individuals which

exercise functions of any nature or kind, or are appointed, even if not formally, in

those legal persons in a situation of potential conflict of interests with REN, when

the appointment in a company office of a legal person in a situation of potential

conflict of interests with REN or the agreement with legal person in a situation of a




5

potential conflict of interests with REN have been made upon instructions of REN

or company under its control.

6. Notwithstanding the provisions in numbers 7 and 8, the incompatibilities alluded to

in the previous numbers may not apply to the exercise of functions as a member of

the board of directors, to the extent allowed by the law, by means of an authorization

given by a resolution taken by:

a) majority of the votes cast in the general meeting that resolves on the

appointment, if the member is related to a legal person in a situation of

potential conflict of interests with REN which holds more than 10% of REN’s

share capital;

b) two thirds of the votes cast in the general meeting that resolves on the

appointment, if the member is related to a legal person in a situation of

potential conflict of interests with REN which holds more than 10% of the

share capital of REN, except when that legal person is, individually, the owner

of shares representing a maximum of 15 % of REN’s share capital, no more

than 15% of the voting rights in the share capital of REN are attributed to it,

directly or through a legal person in a control or group relationship, and enters

into and maintains with any of the former a strategic partnership agreement for

business cooperation, in the medium or long run, in the energy transmission

sector, transport or underground storage of natural gas or the reception,

storage, and regasification of liquefied natural gas, approved in accordance with

applicable law and by laws by the board of directors, in which case it will not

be deemed to be a competing legal person or in a situation of a potential

conflict of interests with REN, being, in such circumstances, exempted to

request the General Meeting’s prior approval.

The situation of a potential conflict of interests with REN must be referred to

expressly and precisely identified in the appointment proposal, and the resolution of

authorization may be subject to conditions, notably the upholding of the limits

established in sections a) and b).




6

7. The member of the board of directors appointed in accordance with number 6 of this

article, unless appointed as per the exceptions in the final part of section b) of the

aforementioned number or number 10, may not attend or participate in meetings, or

parts of meetings, in which matters that are sensitive or pose risk to the company are

discussed, notably matters which focus on markets in which there are potential

conflict of interests with REN, and may not have access to information in the

aforementioned matters. The board of directors shall ensure that this provision is

complied with, and may decide on the qualification of the concept of matters which

are sensitive or pose risk to the company.

8. Besides what is established in these articles of association, rules issued by statutes and

regulations aimed at preventing an intervention in case of a situation of conflict of

interests shall always be applicable.

9. The provision in number 7 of this article shall also be applicable to the members of

special committees created by governing bodies which are not members of the latter,

and relative to which, if they were, an incompatibility set forth in this article would

arise.

10. A shareholder shall not be deemed to be a competitor or in a situation of a potential

conflict of interests, whenever it individually, holds between 24% and 25% of REN’s

share capital and, directly, or through a legal person in a control relationship, enters

into and maintains a strategic partnership agreement for industrial cooperation, in the

medium or long run, in the energy transmission sector, transport or underground

storage of natural gas or the reception, storage, and regasification of liquefied natural

gas, approved in accordance with applicable law and by laws by the board of

directors, being, in such circumstances, exempted to request the General Meeting’s

prior approval.

11. The legal persons encompassed by the carve-out of section b) in number 6 and

number 10 may freely, without the request for prior approval of the General

Meeting, appoint an individual for the exercise of functions as a governing body of a

legal person in a situation of potential conflict of interests with REN, rendering the

incompatibility established in section c) of number 1 of this article inapplicable.




7

Other Incompatibilities

Article 7-B

1. The persons that exercise control or rights over undertakings that perform the

activities of gas or electricity generation or supply , shall not, in any event, appoint

directly or indirectly members of the board of directors or the single auditor of the

company or of bodies that legally represent the latter, on their own or via others with

whom they are connected through shareholder agreements, except if ERSE -

Entidade Reguladora dos Serviços Energéticos, or the subsequent competent entity,

acknowledges the non-existence of risk of a conflict of interests.

2. For the purposes of the previous number, it is understood by:

a) Appoint: obtain the election, on his/her/its own or via third parties connected to

the person/entity at stake through shareholder agreements.

b) Exercise control or rights: (i) the power to exercise voting rights; (ii) the power to

appoint, pursuant to paragraph a) above, members of the board of directors or

the single auditor of the Company; (iii) the ownership of the majority of the share

capital of the company.

3. The person appointed member of the board of directors shall state that it does not

perform, nor will perform during the term-of-office at stake, activities of generation

or supply of electricity or natural gas in Portugal or in geographical areas with

interface or directly or indirectly connected with the Portuguese grids, and that it

does not control or exercise rights, nor will do so during the term-of-office at stake,

concerning entities performing said activities on those areas, either directly or

indirectly.

4. Alternatively to the presentation of the statement laid down in the previous number,

the legal person appointed member of the board of directors and that is in one of the

situations laid down in the previous number shall present a document issued by

ERSE – Entidade Reguladora dos Serviços Energéticos in which the same acknowledges the

non-existence of a conflict of interests.




8

5. A shareholder will not be prevented from exercising its political shareholders rights

as provided in Article 7.º-A or in the present Article. 7.º-B, including the right to

directly or indirectly appoint or indicate members for the Company’s management

body, supervisory body or any other bodies with powers to represent the company,

when (i) ERSE – Entidade Reguladora dos Serviços Energéticos has acknowledged the non-

existence of a risk of a conflict of interests with the transmission grids operators due

to the fact of, particullary, the respective electricity or natural gas generation or

marketing activity of said shareholder is performed in geographical locations which

do not have directly or indirectly connection or interface with the Portuguese grids

and (ii) no variations have been verified regarding the grounds or objective

circumstances in which ERSE – Entidade Reguladora dos Serviços Energéticos based its

acknowledgement of the non-existence of a risk of a conflict of interests with the

Portuguese transmission grids operators.

6. The shareholders shall immediately and, in any event, prior to the exercise of

shareholder political rights, inform REN and ERSE – Entidade Reguladora dos Serviços

Energéticos (or the subsequent competent entity) concerning any and all circumstances,

modifications and/or transactions that may determine the inhibition of their

shareholder political rights and/or the reassessment of the conditions of certification

by ERSE – Entidade Reguladora dos Serviços Energéticos and, furthermore, regarding the

content of any shareholder agreements that they enter into concerning REN.

Section I

General Shareholders’ Meeting

Article 8

1. The general shareholders’ meeting resolves on all subjects to which it is competent in

accordance with the law and these articles of association.

2. The general shareholders’ meeting shall in particular:




9

a) resolve on the management report, discuss and vote the balance sheet, the

accounts and the report of the audit committee and resolve on the allocation

of results;

b) appoint and dismiss the members of the general shareholders’ meeting board,

of the board of directors and of the audit committee.

c) appoint, pursuant the audit committee’s proposal, and dismiss the single

auditor;

d) designate the members of the remuneration committee;

e) resolve on any amendments to the articles of association, including increases of

share capital;

f) authorize the board of directors to acquire or transmit assets, rights or social

participations with an economic value above 10% of the fixed assets of the

Company;

g) authorize the board of directors to acquire and transfer own shares;

h) deal with any other matter to which it has been convened.

Article 9

The board of the general shareholders’ meeting shall comprise a chairman, a vice-chairman,

both elected by the shareholders meeting, and the company secretary.

Article 10

1. The general shareholders’ meetings are convened according with the terms required

by law and in accordance with the minimum and further legal terms.

2. The notices of the meeting shall expressly state the agenda.

3. Should a shareholder intend to request the convening of a general shareholders’

meeting, the addition of items to the agenda and/or the inclusion of proposals of

resolution, besides being obliged fulfill the legal requirements for such purpose, the




10

shareholder shall also submit, jointly with the respective request, the statement laid

down in number 13 of article 12.

Article 11

1. In order for the general shareholders’ meeting to meet and approve, at its first

convening date, it is required the presence or representation of shareholders owning,

at least, 51% of the share capital.

2. Either at the first or second convening date, the resolutions on the amendments to

the articles of association, demerger, merger, transformation or winding-up of the

company, are only considered to be approved by two thirds of the votes cast.

3. The resolutions amending the by laws which pertain to any provision of article 7.º-A

and/or no. 3 of article 12, as well as any provision in this article which may refer to

the foregoing, must be adopted by three quarters of the votes cast.

Article 12

1. Only shareholders with voting right may attend to the general shareholders’

meetings.

2. Each share corresponds to one vote.

3. The votes inherent to A class shares, cast by any shareholder, in its own behalf or

acting as a proxy, which exceed 25% of the votes corresponding to the total share

capital, shall not be counted.

4. For the purpose of the previous number, voting rights inherent to the category A

shares shall be deemed cast by the same shareholder, whenever so considered under

the number 1 of article 20 of the Securities Code (“CVM”), or the legal rule that may

come to modify or replace it.

5. The shareholders may exercise their voting right by mail in relation to each of the

items on the agenda, by means of a letter, in which the signature, where the

shareholder is a natural person, should be identical to the signature evidenced in the




11

respective identification document and to which a legible copy of the latter should be

attached and, where the shareholder is a legal person, the signature of its

representative should be recognized in such capacity. The aforesaid letter should be

addressed to the Chairman of the Board of the General Meeting, by registered mail

with acknowledgment of receipt, and must be received at the registered offices at

least until the third business day preceding the date of the General Meeting, save if a

different period is indicated in the convening notice.

6. In the event that there is an express statement in the notice to convene of the general

shareholders’ meeting for such purpose, the shareholders may exercise their voting

right via electronic communication, pursuant to the terms, deadline and conditions

laid down in the respective notice to convene.

6.7. The chairman of the board of the general shareholders’ meeting shall verify the

authenticity and regularity of the votes by correspondence and the electronic votes, if

applicable, as well as assure their confidentiality up to the moment of casting votes.

Votes exercised by correspondence are deemed negative votes in relation to

proposals of resolutions presented after the date or in which those votes have been

issued.

7.8. The right to participate and vote in the General Meeting is only conferred to the

shareholders that, at zero hours (GMT) of the fifth trading day prior to the General

Meeting (the "Record Date"), are holders of shares granting them the right to, at

least, one vote, and that comply with numbers 12 to 14 of this article.

8.9. The shareholders wishing to participate, personally or through representative, in the

General Meeting shall declare such intention, in writing, to the Chairman of the

Board of the General Meeting and to the financial intermediary with which they have

opened the relevant individual securities account, until the day before the Record

Date. This may be done by e-mail.

9.10. The shareholders referred to in paragraph 7 of this Article shall only be admitted to

participate and vote at the General Meeting where they have have expressed their

intention to participate in such General Meeting pursuant to the terms of the

preceding paragraph and whose financial intermediary, with which they have opened




12

the relevant individual securities account has submitted to the Chairman of the Board

of the General Meeting, until the end of the day corresponding to the Date of

Record, information regarding the number of shares registered in its name, with

reference to said Record Date, which may be sent by e-mail.

10.11. The shareholders may be represented by persons with full legal capacity and must

communicate the appointment of the representative(s) by written document,

addressed to the Chairman of the Board of the General Meeting as provided by law

and the convening notice, which may be done by e-mail.

12. The shareholders that, directly or indirectly, exercise control over an undertaking that

performs one of the activities from among the generation and supply of electricity or

natural gas, are prevented from exercising shareholder political rights in the general

shareholders’ meeting concerning any shares of the Company, except if ERSE -

Entidade Reguladora dos Serviços Energéticos has acknowledged the non-existence of a risk

of a conflict of interests.

13. Any shareholder intending to participate, personally or through representative, in the

general shareholders’ meeting shall state, in a written document delivered to the

chairman of the board of the general meeting until the day before the Record Date,

that he/she/it is not prevented from exercising voting rights pursuant to the

previous number.

14. The shareholders to whom ERSE – Entidade Reguladora dos Serviços Energéticos

has acknowledged the non-existence of a risk of conflict of interests will not be

required to enclose any proof of said acknowledgment with the mentioned

statement, except if meanwhile any changes have been verified regarding the grounds

or objective circumstances in which said acknowledgement was based and when said

changes determine the inhibition of the respective political shareholders’ rights and

/or the re-examination of the certification conditions by said entity.

15. The content of the written statement that, pursuant to number 13 above, is a

condition for the exercise of the voting right in the general shareholders’ meeting,

may be established in standardized terms by the chairman of the board of the general

meeting.




13

16. The shareholders are prevented from casting votes that, pursuant to the Articles of

Association, cannot be issued.

Article 13

For the purposes of numbers 3 and 4 of article 12, shareholders have the duty to provide

to the board of directors, in a complete, objective and true manner, all the information

requested, which relates to the calculation of the votes which it is entitled, otherwise the

exercise of voting rights with any shares that exceed the limit applicable under the terms of

number 3 of article 12 will be prohibited.

Section II

Board of Directors

Article 14

1. The board of directors, which comprises an audit committee, is composed by a

number of members, between a minimum of seven and a maximum of fifteen,

established by the general shareholders’ meeting that elected them.

2. The provisions of numbers 6 and 7 of article 392 of the Portuguese Companies Code

are applicable to the election of directors.

3. The chairman of the board of directors is chosen by the general shareholders’

meeting, among the elected directors, and holds casting vote.

4. The board of directors designates which of its members replaces the chairman, in

case of absence or impairment.

5. The director that acts in replacement of the chairman also holds casting vote.

Article 15

1. The board of directors is in particular:

a) to define the goals and management policies of the company;




14

b) to draw up the activity and financial annual plans;

c) to manage the businesses affairs and to perform all the acts and operations

concerning the corporate purpose that do not fall within the functions assigned

to other corporate bodies;

d) to represent the company in or out of court, as plaintiff or defendant, with the

possibility of withdrawing from, realizing a compromise and confessing in any

legal proceedings, as well as, arbitration agreements;

e) to acquire, sell or by any other mean transfer or create encumbrances over

rights or property, movable or immovable;

f) to incorporate companies and to subscribe for or acquire, create encumbrances

over or transfer shareholdings;

g) to propose to the general shareholders’ meeting the acquisition and transfer of

own shares, to the extent of the permitted legal limits;

h) to establish the administrative and technical organization of the company and

the internal operation regulations, notably concerning personnel and their

remuneration

i) to designate the company secretary and the respective replacement secretary;

j) to appoint attorneys with the conferred powers, including those of sub-

delegation.

k) to exercise other functions deemed necessary by law or by the general

shareholders’ meeting.

2. The board of directors shall submit to the prior approval of the general shareholders

meeting the acquisition and transfer of assets, rights and social participations with an

economic value above 10% of the fixed assets of the Company.




15

Article 16

1. The board of directors may delegate day-to-day management powers to an executive

committee, naming the directors that shall compose such executive committee, and

its respective president.

2. The resolution of the board of directors that creates the executive committee shall

define the matters that are the object of delegation, without prejudice of the board’s

provisions concerning such matters, according to the terms provided for by law.

Article 17

The chairman of the board of directors shall in particular:

a) represent the board of directors;

b) coordinate the activity of the board and convene and preside the respective

meetings;

c) oversee the correct execution of the approved resolutions.

Article 18

1. The company shall be legally bound before third parties with:

a) the joint signatures of two members of the board of directors;

b) the signature of one member of the board of directors within the powers

delegated by the board of directors;

c) the signature of an attorney, under the terms of the corresponding mandate.

2. The board of directors can determine that certain documents of the company shall

be signed by mechanic or digital processes or by rubber-stamping.

Article 19

1. The board of directors shall set the periodicity of its ordinary meetings, being,

although it is mandatory a bimonthly meeting. Extraordinary meetings shall be held




16

whenever convened by its chairman, by two directors, or at the request of the single

auditor.

2. The board of directors cannot approve a resolution without the presence or

representation of the majority of its members.

3. The members of the board of directors, which form part of the audit committee,

shall attend to the meetings of the board, but are restricted from the exercise of any

executive functions.

4. Any director may be represented in a meeting by another director, by letter addressed

to the chairman, which is only valid for such meeting.

5. At each meeting of the board, each director cannot represent more than one director.

6. Neither the directors with executive functions can be represented by members of the

audit committee, nor can the members of the letter be represented by directors with

executive functions.

7. The board of directors can resolve that, when necessary, its meetings are carried out

with resource to telecommunications means, as long as the authenticity and safety of

the interventions is assured and respective content is fully registered.

8. The absence of any Director in more than half of the ordinary meetings of the Board

of Directors during a financial year, whether consecutive or not, and in relation to

which the respective justification is not accepted by the Board of Directors, is

considered as a definitive absence of such Director.

9. The definitive absence, as referred to in the preceding paragraph, shall be declared by

the Board of Directors, and the replacement of the relevant Director in accordance

with the law and this Articles of Association shall be sought.

Article 20

1. The resolutions of the board of directors shall be approved by a simple majority of

votes of its members which are present or represented them.




17

2. In case of urgent resolutions, if one director can not be present at the meeting of the

board, may issue its vote in a letter addressed to the chairman.

SECTION III

Audit Committee and Single Auditor

Article 21

1. The supervision of the company’s business affairs shall be performed by an audit

committee, composed of three effective members and by a single auditor, which shall

have a replacement.

2. The audit committee shall have a chairman, appointed amongst its members by the

general shareholders’ meeting.

Article 22

1. The audit committee has the powers and the duties provided for in law and in these

articles of association.

2. The audit committee shall in particular be responsible:

a) to supervise the management of the company and oversee the compliance with

the law and the articles of association;

b) to verify the accuracy of the accounting documents and auditing the respective

revision;

c) to supervise the preparation and disclosure of financial information;

d) to propose to the general shareholders’ meeting the appointment of the single

auditor;

e) to call the general shareholders’ meeting whenever the chairman of the board

of the general shareholders’ meeting does not do it, despite being its obligation.

3. The audit committee shall prepare annually the activity report and shall give opinion

concerning the board of directors’ report.




18

Article 23

The audit committee shall have at least a bi-monthly meeting.

Article 24

The single auditor has the powers and the functions provided for established in law, and

shall in particular carry out all the necessary exams and verifications to the revision and

legal certification of the accounts.

Section IV

Company Secretary

Article 25

1. The company shall have a company secretary, as well as a replacement secretary,

appointed by the board of the directors, with the functions entrusted by law.

2. The office of the company secretary ceases with the term -of -office of the members

of the board of directors that designated him.

Section V

Remuneration Committee

Article 26

The remuneration committee is composed of three members, appointed by the general

shareholders’ meeting, with the mandate to propose the principles of the remuneration

policy of the corporate bodies, as well as to establish the respective annual remunerations,

including the respective remuneration supplements.




19

Chapter IV

Office of the corporate bodies

Article 27

1. The members of the corporate bodies exercise the respective functions for periods

of three calendar years, which may be renewed, counting as a complete calendar year

that of the appointment.

2. The members of the corporate bodies shall exercise their office until new elected

members initiate the respective offices, without prejudice the rules applicable to

resignation and to temporary or definitive restriction, in the course of the office.

Notwithstanding what is established in the previous numbers, the current mandate,

corresponding to the three period 2010-2012, is deemed terminated and the year

2012 shall serve as the reference for the purposes of counting the next mandate

terms of the governing bodies, the first of which corresponding to the three period

2012-2014.

Chapter V

Allocation of results

Article 28

1. The profits of the year, collected in accordance with the law, shall be allocated as

follows:

a) to cover for the losses of previous years;

b) to constitute, reinforce or reintegrate the legal reserve and other reserves

determined by law;

c) to distribute dividends to the shareholders;

d) to grant bonuses to directors and employees, as participation in the profits,

according with criteria to be defined in the general shareholders’ meetings;




20

e) other purposes according with the general shareholders’ meeting decision.

2. The board of directors can resolve to advance payments on profits during the year,

subject to favorable opinion of the supervision body and under the limits provided

for in law.

Chapter VI

Winding-up and Liquidation

Article 29

1. The company shall be wound up in those cases provided for in law.

2. The liquidation shall occur in those cases provided for in law and by resolution

approved by the general shareholders’ meeting.









OF APRIL 17TH, 2015

Whereas:

A) Pursuant to Article 8, number 2, paragraph b) of the Articles of Association of

REN – Redes Energéticas Nacionais, SGPS, S.A. (REN), the General

Shareholders Meeting shall appoint the members of the General Shareholders

Meeting Board, of the Board of Directors and of the Audit Committee and

pursuant to Article 8, number 2, pararaph d) shall appoint the members of the

Remuneration Committee;

B) Under Article 27, number 1 of the Articles of Association of REN, the members

of the corporate bodies are elected for periods of three years;

C) The term-of-office corresponding to the three-year-period 2012-2014 has

ended;

The Shareholders propose to the General Shareholders Meeting of REN to resolve:

1. To elect the persons identified in the list provided below as members of the

Board of Directors and of the Audit Committee for the term-of-office

corresponding to the three-year-period 2015-2017:

- Rodrigo Costa – Chairman of the Board of Directors;

- State Grid International Development Limited (represented by

Guanchao Zhu) – Vice-Chairman of the Board of Directors;

- João Faria Conceição;

- Gonçalo Morais Soares;

- Mengrong Cheng;

- Longhua Jiang;

- Omar Al Wahaibi;

- Manuel Champalimaud;







- Francisco João Oliveira;

- Jorge Magalhães Correia;

- José Luís Arnaut;

- Manuel Sebastião – Chairman of the Audit Committee;

- Gonçalo Gil Mata – Member of the Audit Committee; and

- Maria Estela Barbot – Member of the Audit Committee

2. To elect the persons identified in the list provided below as members of REN’s

General Shareholders Meeting Board for the term-of-office corresponding to

the three-year-period 2015-2017:

- Pedro Maia – Chairman of the General Shareholders Meeting Board; and

- Francisco Santos Costa – Vice-Chairman of the General Shareholders Meeting

Board.

3. To elect the persons identified in the list provided below as members of REN’s

Remuneration Committee under Article 26 of the articles of association for

the term-of-office corresponding to the three-year-period 2015-2017:

- Paulo Pimenta – Chairman of the Remuneration Committee;

- Manuel de Lancastre – Member of the Remuneration Committee; and

- Fernando Neves de Almeida – Member of the Remuneration

Committee.


The Shareholders,

State Grid Europe Limited

Mazoon BV

Oliren, S.G.P.S., S.A.

Red Eléctrica Corporatión, S.A.









OF APRIL 17TH, 2015

Whereas:

A) Pursuant to Article 446, number 1 of the Portuguese Companies Code and Article

22, number 2, paragraph d) of the Articles of Association of REN – Redes Energéticas

Nacionais, SGPS, S.A. (“REN”), the Audit Committee shall propose to the General

Shareholders Meeting the election of the Statutory Auditor;

B) The term-of-office corresponding to the three-year-period 2012-2014 has ended;

C) The Audit Committee concluded that, during the term-of-office corresponding to

the three-year-period 2012-2014, the Statutory Auditor provided its services in a

satisfactory manner and revealed appropriate technical accuracy in its actions, thus

justifying its re-election for the term-of-office corresponding to the three-year-

period 2015-2017;

The Audit Committee proposes to the General Shareholders Meeting of REN to resolve: To approve the election as Effective and Substitute Statutory Auditor for the term-of-

office corresponding to the three-year-period 2015-2017 of the following persons/entities:

a) Deloitte & Associados, SROC S.A., represented by Jorge Carlos Batalha Duarte

Catulo, in the capacity of Effective Statutory Auditor;

b) Carlos Luis Oliveira de Melo Loureiro, in the capacity of Substitute Statutory

Auditor.


The Audit Committee of


José Luís Alvim (Chairman)

José Frederico Jordão (Member)

Aníbal Durães dos Santos (Member)

ANNEX

TO

ITEM 9 OF THE AGENDA FOR

THE GENERAL SHAREHOLDERS MEETING

OF APRIL 17TH 2015

ELECTION OF THE MEMBERS OF THE CORPORATE BODIES

(THREE-YEAR-PERIOD 2015-2017)

(CVs)


Rodrigo Jorge de Araújo Costa

Currently Chief Executive Officer of REN – Redes Energéticas Nacionais, SGPS, S.A.

2014 Chairman of the Board of Directors and Chief Executive Officer of

Unicre

Non-executive director of NOS SGPS

In December 2014, resigned from positions held at Unicre and was

appointed as REN non-executive director and selected for the position

of Chief Executive Officer, effective as of February 2015

Sep/2007- Sep/2013 Chief Executive Officer at ZON Multimédia - ZON Group

2006-2007 Director and Executive Vice-Chairman of the PT Group

Chief Executive Officer of PTC

1990-2005 Manager at Microsoft Corporation, carrying out different duties over a

period of 15 years: founder and General Director of Microsoft Portugal,

General Manager of Microsoft Brazil and, from 2001 to 2005, Corporate

Vice-President of Microsoft at the main Seattle office.

1979-1990 Participated in the setting up of several technology and retail

companies and was a technological consultant at national and

international companies.

In 2006, awarded the title of Grand Officer of the Order of Infante D. Henrique by the President

of the Portuguese Republic.

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN) Holds no shares representative of REN’s share capital.


Guangchao Zhu

Mr. Guangchao Zhu has a Bachelor in Relay Protection from Shandong University, in China, a

Master in Electric Power System and Automation from Shandong University, in China; and an

MBA from Baylor University, in the United States of America.

Currently, Mr. Guangchao Zhu is vice chairman of the board of directors of REN-Redes

Energéticas Nacionais, SGPS, S.A., President and CEO of State Grid International Development

Limited; Chairman of Board of State Grid Brazil Holding S.A.

From December 2005 to December 2007 was Vice-Director General of Finance Department of

State Grid Corporation of China, from December 2007 to March 2009, Deputy Leader of

preparatory group of National Grid Corporation of the Philippines, from March 2009 to June

2009, was Chief Executive Adviser and member of the Board of National Grid Corporation of

the Philippines, from June 2009 to March 2010, was Director General of International

Cooperation Department of State Grid Corporation of China, from March 2010 to December

2011 Executive Vice President and member of the board of Directors of StateGrid International

Development Limited, since January 2012, has been President and CEO of State Grid

International Development Limited.

Ownership of shares representative of the share capital of REN – Redes Energéticas

Nacionais, SGPS, S.A. (REN)

Holds 133,500,000 shares representing 25% of REN’s share capital, through State Grid Europe

Limited, which is controlled by State Grid International Development Limited, which is

controlled by State Grid Corporation of China, due to his duties of member of the board of

directors of these companies.


João Caetano Carreira Faria Conceição

Mr. João Faria Conceição holds a degree in Aerospace Engineering from Instituto Superior

Técnico (IST, Lisbon) and a Master Degree from Von Karman Institute for Fluid Dynamics in

Brussels. He also attended an MBA at Insead (France) in 2005.

He began his career at JP Morgan in Brussels.

From 2000 to 2007, he was a consultant at the Boston Consulting Group and then worked for

two years at the Ministry of Economy and Innovation on energy policies.

From 2009 to the present date, he is an Executive Member of the Board of Directors of REN –

Redes Energéticas Nacionais, SGPS, S.A., being currently COO (Chief Operating Officer)

responsible for the Electricity and Natural Gas business areas, and for the corporate areas of

Regulation and Support to Concessions.

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN) Holds 500 shares representative of REN’s share capital.


Gonçalo João Figueira Morais Soares Mr. Gonçalo Morais Soares holds a degree in Economics from Universidade Nova de Lisboa,

obtained an MBA from Georgetown University, Washington D.C., and an AMP (Advanced

Management Program) from Kellog Business School (Chicago) and Universidade Católica

Portuguesa.

Currently, Mr. Gonçalo Morais Soares is the Chief Financial Officer of REN-Redes Energéticas

Nacionais, SGPS, S.A.

Between 2007 and 2012, Mr. Gonçalo Morais Soares was an Executive Board Member of ZON

TV Cabo and of ZON Lusomundo Audiovisuais, as well as and Head of Planning, Control and

Corporate Finance of ZON Multimedia SGPS.

From 2003 to 2007, he exercised functions as Head of Planning and Control PT comunicações,

the fixed line business of the PT Group.

Between 2000 and 2003, he was Chief Financial Officer of Jazztel in Portugal. From 1996 to

2000, Mr. Gonçalo Morais Soares was Vice - President of Santander Investment in the

Corporate Finance area.



Mengrong Cheng

Mrs. Mengrong Cheng is graduated in English Literature by the Beijing Second Foreign

Language institute and has a Master in Business Management in the Tsinghua University,

Beijing, in China. Mrs. Mengrong Chen is member of the board of directors of REN-Redes

Energéticas Nacionais, SGPS, S.A.. From 2006 to 2011, Mrs. Mengrong Cheng Deputy General,

Department of International Cooperation, State Grid Corporation of China. Currently, Mrs.

Mengrong Cheng is member of IEC MSB Chinese Committee; Co-head of the Department of

International Cooperation, and member of the Overseas Investment Management Committee,

State Grid Corporation of China.



Longhua Jiang

Personal information

Date of Birth May, 1967

Nationality Chinese Education

Bachelor in Electrical Insulation Technology, Xi’an Jiaotong University, China

Master in Electrical Insulation Technology, Xi’an Jiaotong University, China

Work experience

Currently Deputy Director of European Representative Office of State Grid Corporation of China (SGCC)

Dec/2012 – Nov/2014 Deputy Director of Australia Representative Office of State Grid

Corporation of China (SGCC)

Director of Board of ElectraNet in Australia

May/2011 – Dec/2012 Chief Engineer of Shandong Electric Power Company of SGCC 1999 – Dec/2010 Tianjin Electric Power Company of SGCC



Omar Khalfan Nasser Al-Wahaibi

Date of Birth: 02/10/1965

Education: 01/07/1988: B.Sc. Mechanical Engineer - University Of Manchester Institute Of

Science & Technology (UMIST) - United Kingdom of Great Britain;

Career Summary:

11/2011 to Date: Group CEO at Electricity Holding Group; a Government owned group of companies that includes business in the procurement of electricity and water, generation, transmission, distribution and supply of electricity.

11/2003 to 11/2011: CEO Of Oman Wastewater Services Company (Haya Water); a Government owned company entrusted to build and operate the wastewater collection, treatment and redistribution infrastructure in Muscat the Capital city of the Sultanate of Oman.

08/2001 to 12/2002: Engineering Team Leader and Project Manager for North Oman in Petroleum Development Oman.

04/1998 to 07/2001: Various positions in New Business Development including Portfolio Management and Business Planning in Shell E&P International Ventures based at The Hague in the Netherland.

08/1988 to 03/1998: Various Positions in Petroleum Development Oman.

Board Membership Experience:

2015 to Date: Member of the Board of Oman Broad Band Company

2014 to Date: Member of the Board of Gulf Cooperative Council Interconnection Authority

2014 to Date: Chairman of the Board of Dhofar Generation Company

2012 to 2014: Member of the Board of Dhofar Power Company

2011 to 2014 Chairman of the Board of Mazoon Electricity Company

2010 to 2013: Member of the Board of the Public Authority for Electricity and Water

2005 to 2011: Chairman of the Board of Ghubra Power and Desalination Company



Manuel Carlos Melo Champalimaud

Manuel Champalimaud is member of the Board of Directors of REN – Redes Energéticas

Nacionais, SGPS, S.A., Chairman of the Board of Directors of Gestmin SGPS, S.A., Chairman of

the Board of Directors of Sogestão – Administração e Gerência, S.A., Delegated Manager of

Sogolfe – Empreendimentos Turísticos, Sociedade Unipessoal, Lda., Delegated Manager of the

company Agrícola São Barão – Unipessoal, Lda., Manager of the company Da Praia – Promoção

Imobiliária, Lda., and member of the Board of Directors of Winreason, S.A..

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN) Holds 31,326,951 shares representing 5.81% of REN’s share capital, corresponding to 280,000 shares held directly, and 31,046,951 shares held by GESTMIN, SGPS, S.A., due to his duties of chairman of the board of directors of this company and majority shareholder.


Francisco João Soares de Oliveira Academic Qualifications

B.A. in Business Administration and Marketing (Double Major), from the American College in London, England, 1991.

Proficiency in English- Cambridge Exam, 1986.

St. Clare’s College, Oxford, England 1985.

Secondary School - Nun'Alvares Institute, Caldas da Saúde.

Professional Qualifications

2010 – Real Estate Management Program, Harvard Business School, Boston, EUA.

2001 – Property Evaluation, Ecociência, Lisbon.

1996 – Real Estate Investment and Financing Analysis, Ecociência, Lisbon.

Professional Experience

2002 until present – Director (CEO) at Imorendimento, Sociedade Gestora de Fundos de Investimento Imobiliários, S.A., Portugal.

1994 to 2002 – Deputy Director at Diliva S.A., Sociedade de Investimentos Imobiliários, Porto. Portugal.

1992 to 1993 – Director for Expansion (South American market) at Ameriloan Financial Corp., Florida, USA.

1991 to 1992 – Market Researcher at International Planning and Analyses Center (IPAC), Washington D.C., EUA.

Executive Duties at Associate Companies (Present)

Board of Directors – Real Estate Investment Funds: Natura, Historic Lodges, Prime Value, Continental Retail, Imorent, Gestimo and Imolux.

Board of Directors – Oliren, S.G.P.S., S.A.

Board of Directors – Sociedade de Investimentos Imobiliários (S.I.I.), S.A.

Board of Directors – Cosoli, S.G.P.S.

Manager – MSR, Insurance Brokers.

Board of Directors – TWT, Planificação do Transporte, S.A.

Representation Duties

Board of Directors – E. S. Concessões, S.G.P.S, S.A.

Board of Directors – Quinta da Foz, S.A., Empreendimentos Imobiliários.

Executive Duties at Associate Companies (Past)

Board of Directors – Cibercar, S.A., Comercio e Reparação de Automóveis

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN)

Holds 26,700,000 shares representing 5% of REN’s share capital through OLIREN, SGPS, S.A., as member

of the board of directors of this company.


Jorge Manuel Baptista Magalhães Correia Chairman of the Executive Committee of the Fidelidade, Multicare and Cares insurance

companies and chairman of the Universal Seguros (Angola) board of directors. Chairman of the

Luz Saúde SGPS board of directors. With regard to professionally related associations he is

vice-president of the Portuguese Insurers Association and a member of the Geneva

Association.

He started his career lecturing at the Lisbon Faculty of Law. He was a manager at the

Portuguese Tax Office, served on the Portuguese Securities Market Commission and has

practised as a lawyer. He has undertaken duties at different companies in the field of finance

and insurance, including director and/or chairman of the board of directors at the Mundial-

Confiança, Fidelidade Mundial, Império Bonança and Via Directa insurance companies. In the

area of health, he was a director of USP Hospitales (Barcelona) and director and later chairman

of the board of directors at HPP - Hospitais Privados de Portugal SGPS.



José Luís Fazenda Arnaut Duarte

José Luís Arnaut graduated in Law from the Lisbon Lusíada University and in 1999 was awarded the

D.E.S.S. (Diploma of Higher Specialized Studies) from the Robert Schuman University, in Strasbourg. He

has specialized as a lawyer working mainly in Intellectual Property Law, with special focus on Patent

Law, Trade Marks, Dominium Names, New Technologies and Competition Law. Since 1992, he has been

a European Patent Attorney at the European Patent Office (Munich) and since 1996, European Trade

Mark Attorney at the European Union Office for Harmonization in the Internal Market (Alicante) and

Official Industrial Property Agent at the I.N.P.I. – National Industrial Property Institute.

He first started working as a lawyer in 1989 at the practice of Pena, Machete & Associates. He was a

founding Partner of Rui Pena, Arnaut & Associates, in 2002, where he is currently Managing Partner. In

January 2012, Rui Pena Arnaut & Associates became a member of CMS, the 6th

biggest European law

firm and 19th

internationally, in which he is currently a member of the CMS Legal Executive Commission,

with head office in Frankfurt.

He's a member of the REN – Redes Energéticas Nacionais, SGPS, S.A. Board of Directors; member of the

AON Advisory Board; member of the MOP, S.A. Board of Directors; Chairman of the LIDE Law and Justice

Sub-committee; member of the Conseil des Sages Foundation - Doha Freedom of Information Center;

Chairman of the Portugal-Qatar Friendship Association; member of the Advisory Board of the European

Observatory on Infringements of Intellectual Property Rights (OHIM - Office for Harmonization in the

Internal Market); President of the General Assembly of the Portuguese Football Federation; President

of the General Assembly of ÚNICA – União Cervejeira de Angola (UNICER Group); President of the

General Assembly of ANA - Aeroportos de Portugal (VINCI Airports); President of the General Assembly

of PORTWAY - Handling de Portugal, S.A. (VINCI Airports); Advisor of VINCI Concessions; President of the

General Assembly of SIEMENS Portugal; member of the Board of Directors of Discovery Portugal Real

Estate Fund; member of GOLDMAN SACHS' International Advisory Board.

In 1999, he was elected general secretary of the Social Democratic Party, led by José Manuel Durão

Barroso and became a member of the Portuguese Parliament, where he presided over the Committee

on Foreign Affairs and the National Defence Committee. He was Deputy Prime Minister to the Prime

Minister José Manuel Durão Barroso in the XV Portuguese Constitutional Government. He was Minister

of Cities, Local Administration, Housing and Regional Development in the XVI Portuguese Constitutional

Government. He was Commissioner for LISBOA 94 - European Capital of Culture, representing the

government, having been appointed in November 1993.

Between 2005 and 2007 he was President of the Independent European Sports Review, appointed by

the English Presidency of the European Union. Between 1997 and 2005 he was a member of the Political

Bureau of the EPP (European People's Party). He was a Director of the Francisco Sá Carneiro Institute for

the Development of Democracy between 1996-1998 and 2005-2008.

In 1995, he was awarded the "Commend of Great Officer of Henry the Navigator Order" by the

President of the Portuguese Republic; in 2004, he was conferred with the Grand Cross of the National

Order of the Southern Cross by the President of the Republic of Brazil; in 2005, he was conferred with

the Grand Cross of Henry the Navigator Order, by the President of the Portuguese Republic. In 2006, he

was bestowed with the insignia of “Chevalier de la Legion d´Honneur” by the President of the French

Republic and conferred with the Grand Cross of the Order of Merit by the President of the Lithuanian

Republic.



Manuel Sebastião

Mr. Manuel Sebastião is an advisor to the Board of Directors of Banco de Portugal (the Portuguese central bank) since September 2013 and a visiting professor of economics, Catholic University of Lisbon, since February 2015. Previously, he was the President of the Portuguese Competition Authority, March 2008-September 2013. Prior to this appointment, he was a member of the Board of Directors of Banco de Portugal, February 2000-March 2008, having joined the institution as a staff member in 1986-1988 and later on, in 1996-1998. He was a member of the Board of Directors of the Portuguese Insurance and Pension Funds Supervisory Authority, 1998-2000, a member of the Board of Directors of the state-owned bank Banco de Fomento e Exterior, 1992-1996, and an economist with the International Monetary Fund, 1988-1992. He was also a visiting professor of economics and finance in several phases of his career. Mr. Sebastião has an undergraduate degree from the School of Economics, Technical University of Lisbon in 1973, a Doctorat de 3ème cycle from Université de Paris I, Pantheon-Sorbonne, in 1978, and a Ph.D in economics from Columbia University in the city of New York in 1986. He is a Portuguese national born in Luanda, Angola, in 1949.

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN) Holds 1,000 shares representative of REN’s share capital.


Gonçalo Gil Mata

Date of Birth: 30/08/1970 Citizenship: Portuguese

Education:

1993 - 1994: MBA - Universidade Nova de Lisboa, Lisbon, Portugal; 1988 - 1993: BA Software Engineering - Universidade de Coimbra, Coimbra, Portugal.

Professional Experience:

Capital Criativo - Soc. Capital de Risco (Private Equity I Venture Capital) (Lisbon, Portugal)

2012 - present: Executive Partner I Board Member;

Responsible for fund raising and fund management at one of the leading Portuguese independent VCs (regulated by

the Portuguese Stock Exchange Regulator, CMVM) . Currently managing €80m in two separate funds. Board Member (non-executive) at the following companies:

Isa Oil & Gas, SA (remote gas metering), Arquiled, SA (LED lighting solutions), Gypfor, SA (plasterboardproduction), MVMS, SA (touristic animation), Summer Portugal, SA and Vila Monte, SA (touristic resorts). Previously:

Deutsche Bank AG -Investment Banking (Lisbon, Portugal)

2001- 2012: Director, Head of Corporate Finance Coverage;

Responsible for Corporate Finance deal origination, focusing on M&A, Equity Capital Markets and Structured

Financing.

Selected Transactions:

• Advisory to State Grid of China on the acquisition of 25% of REN. • Advisory to Votorantim on the acquisition of 21 % of Cimpor. • Advisory to the Portuguese Government on the valuation of BPN. • Advisory to EOP on the acquisition of Relax Wind Parks in Poland. • Advisory to CVC on the privatizations of Portucel (Lecta) and Galp Energia. McKinsey & Company (Lisbon, Portugal)

1998 - 2000: Associate;

• Several projects in the financial sector and telecoms, in Portugal and Brazil. Banco Finantia, SA (Lisbon, Portugal)

1995 - 1998: Assistant Director, Corporate Finance;

Involved in several Project Finance assignments in Portugal, Brazil and South Africa, with a special focus on the

energy generation, petrol logistics and toll roads sectors. These projects, ranging between Usd 150 million and Usd

500 million, involved structuring and raising long-term limited-recourse financing from both local and international

commercial banks and multilaterals (EIB, IFC and lOB). Also involved in several M&A and valuation assignments,

namely in the natural gas and electricity sectors.

Languages: Fluent English, Fluent French, Native Portuguese Other Interests: Mountain & road biking.



Maria Estela Rodrigues de Magalhães Barbot

Work Experience:

Jan/2015 - : Instituição Financeira para o Desenvolvimento - Director 2011 - : ALETSE, LDA - Managing Partner (Real estate and Management Consulting) 2011 - : Young network, Marketing e Comunicação, Lda – Senior Advisor (Communication,

Press Relations, Public Relations, Creativity, Digital Advertising, Events and Production) 2012-2014: Eurogroup Consulting Portugal - Consultadoria de Gestao, Lda - Senior Advisor

(Consultancy) 2010-2012: Banco Santander Totta S.A. – Deputy Member of the Board of Directors 2006-2001: AGA – Álcool e Géneros Alimentares, S.A. – Director (Alcohol and Parapharmaceutical

Products) 2005-2010: Banco Santander Negócios Portugal, S.A. – Director 1999-2004: Produtos Sarcol, S.A. – Vice-President (Production and distribution of raw materials

and packaging for the industry) 1994-2006: AGA – Álcool e Géneros Alimentares, S.A. – Vice-President (Alcohol and

Parapharmaceutical Products) 1994-1998: Empresa Industrial União S.A. – Director (Flours for the baking industry) 1988-2008: Sarcol – Sociedade de Gestão e Investimento Imobiliário, S.A. – Director (Real Estate) 1986-2008: SAR – Sociedade de Participações Financeiras S.A. – Vice-President 1986-1987: Empresa Industrial União S.A. – Member of the Audit Board (Flours for the baking

industry) 1981-1999: Produtos Sarcol, S.A. – Manager (Production and distribution of raw materials and

packaging products for the industry) Institutional Activity:

2012 - : Member of the Governing Board of Fundação Centro Cultural de Belém 2012 - : Member of the Management Committee of LlDE - Business Leadership Group 2010 - : Member of the Advisory Committee of Instituto Português de Corporate Governance 2001 - : Member of the Club of Rome 2000 - : Member of the Trilateral Commission 1996 - : Member of the Advisory Committee of ARCO - Centro de Arte e Comunicação Visual 1995 - : Member of the Board of Directors of Fundação Luso-Internacional 1993 - : Secretary of the General Meeting of NOR_RISCO - Capital de Risco, S.A. 1989 - : Member of the Council of Founders of the Modern Art Museum of Fundação de

Serralves 2010-2012: Member of the European Advisory Board of the IMF 2010-2011: Member of the European Advisory Committee of the Trilateral Commission 2006-2012: Member of the General Council of COTEC 2006-2012: Member of the General Council of Fundação da Casa da Música 1991-2003: Secretary of the General Meeting of Banco Português de Investimento - SGPS 1990: Member of the Council of Founders of the Fundação Luso-Internacional Associative Activity:

2014 - : Member of the Jury of FAE - Forum de Administradores de Empresas 2006 - : Member of the General Council of the Forum Portugal Global 2005 - : Vice-President of the Association of Former Students of the Faculty of Economics of

the University of Porto 2004 - : Member of the General Council of FAE - Forum de Administradores de Empresas 2004 - : Serves as a juror for the "Primus Interpares" Award 2002-2003: Member of FREE - Forum de Reflexão Estratégica e Empresarial


2002-2003: Member of the Advisory Board of CIP - Confederação da Indústria Portuguesa 1999: Served as a juror for the "Máxima Mulher de Negócios" Award 1999: Member of the Advisory Committee of the National Evaluation Council for Higher

Education 1996-2008: Member of the General Council of AEP - Associação Empresarial de Portugal

Portuguese Entrepreneurial Association) 1996-1999: Vice-president of the Board of AEP - Associação Empresarial de Portugal (Portuguese

Entrepreneurial Association) 1996: Founder member of ANJE - Associação Nacional de Jovens Empresários (National

Association of Young Entrepreneurs) Diplomatic Activity:

1994-2014: Honorary Consul General of Guatemala in Portugal 1998: Comissioner for Expo’98 Honours and Awards:

2010: Entrepreneurship Award 1999: Businesswoman of the Year Award 1998: D. Antónia Adelaide Ferreira Award Memberships:

Associate of the Câmara dos Técnicos Oficiais de Contas Associação Comercial do Porto AEP - Associação Empresarial de Portugal (Portuguese Entrepreneurial Association) Ordem dos Economistas (Portuguese Economists' Association) FAE - Forum de Administradores de Empresas APGEI - Associação Portuguesa Gestão e Engenharia Industrial

Education and Training: 2007 Senior Executive Program - London Business School 1981 Degree in Economics - University of Porto Languages: English, French, German, Spanish, Italian Skills and competences Time management skills and ability to manage priorities translated into the accomplishment of many tasks simultaneously in the course of professional career. Over 20 years of relevant experience in the business and corporate world in the area of chemical industrial products with consequent in-depth knowledge of the corporate world both nationally and internationally. Responsible for negotiating and for developing partnerships with various multinational companies (Dupont, BP Chemicals, Rhone Poulenc among others) both for raw-material and packaging distribution (namely, Signode Packaging Solutions). Headed the acquisition process of AGA - Alcool e Generos Alimentares, SA which culminated in the purchasing of this Portuguese state-owned company's (1994), in its restructuring and in the development of new areas of business (parapharmaceutical products). In Banking, experience in institutional and business monitoring with corporate / retail/private customers. Extensive experience with associations both nationally (namely as vice-president of AlP) and internationally (member of the European Advisory Board of the IMF and of the Trilateral Commission).



Pedro Canastra de Azevedo Maia Date of birth: 21/09/1967

Nationality: Portuguese

Academic Degrees:

Law Degree from the Faculty of Law of the University of Coimbra (with a final average of 16) (1990);

Master’s Degree in Legal and Business Sciences from the Faculty of Law of the University of Coimbra (dissertation

entitled: Role and operation of the board of directors in a public limited company) (“Very good with distinction”

(18 marks) (1997));

Doctorate in Legal and Business Sciences from the Faculty of Law of the University of Coimbra (dissertation

entitled: Voting and corporate governance – a new paradigm for public limited companies) (unanimously

“approved with distinction and honours”) (2010)).

Professional Qualifications:

Lawyer, enrolled in the Bar Association in 1992 (enrolment currently suspended at his own request).

Professional Activities:

I. EXERCISE OF TEACHING AND ACADEMIC FUNCTIONS

Assistant Professor at the Faculty of Law of the University of Coimbra.

Integrated researcher in the Faculty of Law’s Legal Institute.

Member of the teaching staff

- of several Post-Graduate courses; at the University of Coimbra (at the Institute of Company Law, on the

Registration and Notary Course, at the Centre for the Study of Public Law and Regulation), at the University

of Lisbon (at the Securities Institute and at the Portuguese Association for Industrial Law) and at the Catholic

University of Portugal (Lisbon);.

- on the Master’s Course of the Law School of the Catholic University of Portugal(Porto).

Has been a member of several juries for masters and doctoral exams in the field of commercial law, at the

Faculty of Law of the University of Coimbra, at the Faculty of Law of the New University of Lisbon, at the Faculty

of Law of the University of Lisbon and at the Catholic University of Portugal.

Former and current supervisor of over ten masters and doctoral students from the Faculty of Law of the

University of Coimbra.

II. EXERCISE OF INSTITUTIONAL FUNCTIONS

Vice-President of the Faculty of Law of the University of Coimbra since July 2013.

Elected member of the Scientific Council of the Faculty of Law of the University of Coimbra (since June 2011).

Member of the Coordinating Council of the Legal Institute of the Faculty of Law of the University of Coimbra

(since February 2013).

President of the Managing Board of the CDC – Consumer Law Centre of theFaculty of Law of the University of

Coimbra.

Member of the Managing Board of the IFE-UC – Institute for the Training of Executives at the University of

Coimbra.

Member of the Managing Board of the IPCG – Portuguese Institute of Corporate Governance.

President of the Drafting Committee for the Corporate Governance Code.


Former Coordinator of Masters at the Faculty of Law of the University of Coimbra (2010-2013).

III. OTHER PROFESSIONAL ACTIVITIES

Legal Counsel.

Arbitrator.

Chairman of the Shareholders’ General Meeting of “Grupo Media Capital, SGPS, SA” (company listed on

Euronext/Lisbon).

Chairman of the Shareholders’ General Meeting of “REN, Redes Energéticas Nacionais, SGPS, SA”

(company listed on Euronext/Lisbon)

Chairman of the Shareholders’ General Meeting of “Estoril-Sol, SGPS, SA”

Chairman of the Shareholders’ General Meeting of “NOS, SGPS, SA” (company listed on

Euronext/Lisbon)

Has delivered several conferences on various aspects of Commercial Law.

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS,

S.A. (REN)

Holds no shares representative of REN’s share capital.


Francisco Santos Costa Date of Birth: 15/11/1971

Citizenship: Portuguese

Work Experience:

2011 - Present: Partner at Cuatrecasas, Gonçalves Pereira Law Firm

Advising both foreign and domestic clients on all matters of Energy law in the Iberian market, notably in the electricity (including cogeneration, renewables and waste), hydro and gas sectors, as well as on jurisdictional proceedings arising from related disputes in these sectors;

Member of Cuatrecasas, Gonçalves Pereira Energy Group, which has extensive experience in setting up energy companies, co-generation projects, renewable resources, autoproduction plants, nuclear power stations, adapting structures, supply agreements and access to distribution and transport networks, and taking action and defense before the competent authorities and courts;

Advising of public and private companies, including SMEs and family businesses, on all aspects of corporate law;

Extensive experience representing public and private companies, private equity firms and other investors in both domestic and cross-border M&A transactions in the Energy sector as well as on corporate reorganizations and restructuring;

Member of Cuatrecasas, Gonçalves Pereira Mozambique desk.

2006 - 2011: Senior Associate Lawyer at Cuatrecasas, Gonçalves Pereira Law Firm

2005 - 2006: Senior Associate Lawyer at Garrigues Portugal Law Firm

2004 - 2005: Managing Associate (Head of legal practice) at Mazars Portugal

1996 - 2003: Associate Lawyer at Luiz Gomes & Associados Law Firm

Education and Training:

2009 - 2010: Post-Graduation – EU Competition Law / Energy Law and Regulation – Lisbon Faculty of Law;

1996 - 1997: Post-Graduation – Tax law and international fiscal planning – Lisbon Institute of Business and Administration;

1989 – 1994: Law Degree – Catholic University of Lisbon

Languages: English, Spanish, French Social skills and competences

Good communication skills / capacity to adapt to new work and cultural environments. Ability to establish good workin relations with people of different national and cultural backgrounds. Organizational skills and competences

Leadership / organization / strong expertise in project and team management / capacity to work with people.



Paulo Jorge Pimenta de Araújo Work Experience: Deputy Administrator

Fábrica Têxtil Riopele, Pousada de Saramagos, Vila Nova de Famalicão - 1986 –2007

CEO

Filatex Têxteis, Pousada de Saramagos, Vila Nova de Famalicão -1988 – 2007

Board Member

F. Pimenta, SGPS, SA, Vila Nova de Famalicão - Desde 2008

CEO

F. Pimenta, SGPS, SA

Automóveis Século XXI, SA

Jaguar Automóveis, S.A. (comércio e reparação viaturas da marca Jaguar e importação da marca

Lotus)

Jaguar Automóveis Lisboa, SA (comércio e reparação de viaturas das marcas Jaguar, Land Rover,

Range Rover, Lotus e Maserati)

AML Sport, SA (importador oficial das marcas Aston Martin e Maserati)

Cibercar, S.A. (comércio e reparação de viaturas das marcas Jeep, Abarth, Alfa Romeo e Lancia)

Aurecom, S.A. (comércio e reparação de viaturas da marca Honda)

Education / Qualification:

Business Administration, Richmond College, UK - 1977-1980 CALCOT, Bakersfield, USA - 1993

REFCO, NY, USA - 1995 Other activities:

Board Member, Fundação Cupertino de Miranda, desde 2000

Board Member, Energia Limpia Invest

International Committee Tate Modern

Ownership of shares representative of the share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN) Holds 1,000 shares representative of REN’s share capital.


Manuel Corrêa de Barros Lancastre

Electrotechnical Engineer - Instituto Superior Técnico, Lisbon (1988); with an MBA at INSEAD (1995). Baccalauréat C (Scientifique) at Lycée Français Charles Lepierre in Lisbon. Married, five children.

Board Member of FinSolutia (since 2012); Head of Audit Committee of Tagus-Deutsche Bank Portugal (since 2009); Member of Investment Committee of Espírito Santo Infrastructure Fund (since 2009); Advisor (external) to the Executive Board of La Seda de Barcelona (2010-12); Vice-President of AIP-Portuguese Industrial Association (since 2007).

Director and shareholder of Prio Energy (divested in 2008); and Clean Energy Ventures (USA, 2008-2012); Board Member and shareholder of Patris Investimentos (2008-2011); Board Memberand shareholder of Bluebird (divested in 2011).

Secretary of State of Economic Development (Jul04-Mar05); Head of Portuguese Public Administration Reform (Jul03-Jul04); Vice-President of PSD (Social Democratic Party) for Economy & Public Finances (2006-2007), and Vice-President of Instituto Francisco Sá Carneiro

(2008-2010).

CEO of PT Multimédia (2002-2003) and President of the following affiliated companies: TV Cabo (Portugal’s leading cable TV operator), Lusomundo SGPS (Portugal’s leading cinema operator and video distributor), Lusomundo Media owner of Diário de Notícias, Jornal de Notícias (Two of Portugal’s leading newspapers), and TSF (one of Portugal’s leading radio stations).

Board Member of Banco Best (2002-2003).

Executive Board Member of Portugal Telecom Comunicações (1999-2002), and CEO of PT-SI

Information Systems (2001).

In Brasil, Director of Portugal Telecom for South America (1998), lead the task force that prepared the Telebras auction in Brazil, and bought Telesp Celular (Vivo). Period during which was Member of the Board of CRT-Companhia Riograndense de Telecomunicações, in the state of Rio Grande do Sul, Brasil.

In Brasil, Engagement Manager at McKinsey & Company (1997-1998), lead engagements at Grupo Bunge y Born - Serrana, Varig, Banco Boavista Inter-Atlantico.

As a management consultant at Mckinsey & Company (1992-98), lead engagements at Cimpor and Secil (cement industry); EDP (National Power Company), Portugal Telecom, TAP (National

Airline), BCP (Portugal’s largest private bank), Gás Natural in Spain.

Scientific Researcher (student) in Fraunhofer Institut, Darmstadt, Germany (1987-88). And monitor (Teacher of practical classes) of Linear Algebra and Mathematical Analysis at Instituto Superior Técnico, Portugal’s leading Engineering University (1986-87).

Was a volunteer social worker in São Tomé e Principe (Africa), as member of the NGO Leigos para o Desenvolvimento (1990-92). Period during which worked for UNDP (United Nations Development Program) as a field consultant (1992), and together with CLUSA (Cooperative League of USA). Performed Military Service as 2nd Lieutenant (1989-1990).



Fernando Paulo Abreu Neves de Almeida

He is an International Partner of Boyden Global Executive Search and Country President of the

Lisbon office since 1998.

He has a degree in Hospitality Management from Universidade Internacional, an

undergraduate degree in Human Resource Management and Workplace Psychology from

Universidade Europeia and an MBA and Master’s degree in Management from Universidade

Católica Portuguesa. His professional career has developed in the area of sales, having been a

Salesperson, Sales Manager, Commercial Director and General Manager in various

organizations and industries (electrical equipment, hospitality and IT) until 1993, when he

founded Neves de Almeida Consultores, a Training and Consulting company in Human

Resources, of which he is today Non-Executive President.

He is a University Lecturer and was, until February 2014, Executive Coordinator of the PhD,

Masters and Undergraduate programs in Strategic Management of Human Resources of

Universidade Europeia (Laureate Universities group). He has written over 100 articles for

various economic publications and is author of the books Psychology for Managers and

Performance Evaluation for Managers, both from McGraw Hill, and also author of The

Manager and the Art of Leadership from Presença and co-author of the work Luck is Hard

Work from Almedina.


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