Extract of minute no. 2/2005 of the Annual General Meeting of EDP - Energias de Portugal, S.A., held on 31 March 2005, where pertaining to the present statutory publication:
The duly organised list of attendance showing that shareholders were present or duly represented holding one billion nine hundred and twenty-five million five hundred and forty-nine thousand nine hundred and thirty-two shares, corresponding to fifty-two point sixty-six per cent of shareholders’ equity, abiding by all of the conditions pertaining to decisions concerning the matters set forth on the agenda, and it also being ascertained that the relevant statutory publications of the Annual General Meeting’s convening had been duly made, the Chairman of the General Meeting thanked the large number of participating shareholders, noting in particular the increase in the number of participants, either in person or represented by postal vote, including e-mail, and declared the Meeting legally constituted and with quorum to make valid decisions on all points of the agenda, in consequence of which he deemed the meeting to be open.
Having discussed the first two points on the agenda together, Point One was put to the vote, this relating to the Company’s individual financial statements for two thousand and four, which were approved with seventeen million twenty-seven thousand and sixty-six (99.76%) votes for, no votes against, and forty-one thousand two hundred and twenty-two abstentions.
Point Two of the agenda was then put to the vote, this relating to the consolidated financial statements for two thousand and four, and this was also approved, with seventeen million forty-two thousand seven hundred and seventy-two (99.85%) votes for, no votes against, and twenty-five thousand five hundred and sixteen abstentions.
Discussion then moved on to Point Three of the agenda, wherein the Chairman opened the debate on the proposed appropriation of net profits submitted by the Board of Directors, as follows: net profit for the year: EUR 440,152,407.14; legal reserve: EUR 22,007,620.36; dividends: EUR 338,000,000.00; and retained earnings: EUR 80,144,786.78.
(...) The Board of Director’s proposal was passed with seventeen million sixty-seven thousand six hundred and thirty-five (99.99%) votes for, one vote against, and six hundred and fifty-two abstentions.
The proposal relating to Point Four, concerning the directors’ and supervisors’ reports on the Company, being put to the vote, a vote of confidence in the Board of Directors, each of its members and the sole supervisor, was passed, with seventeen million sixty-seven thousand eight hundred and twenty-seven (99.99%) votes for, one vote against, and four hundred and sixty abstentions.
Discussion of Point Five of the agenda was opened by the Chairman of the General Meeting, this relating to the request for authorisation to trade in the Company’s treasury stock. Following clarifications given on the reasons, and full observation by the Company of the Stock Market Commission’s (CMVM) recommendations on this subject, the Board’s proposal was put to the vote. The General Meeting decided to authorise the Board of Directors in accordance with the proposed terms, seventeen million fifty-eight thousand and thirty-nine (99.94%) votes being in favour, one thousand and fifty-one votes against, and nine thousand one hundred and ninety-eight abstentions.
Finally, the discussion moved on to Point Six, concerning a request for authorisation for the Company to acquire and dispose of its own bonds. The Board of Directors’ proposal was put to the vote, and the General Meeting voted to approve it under the terms submitted, seventeen million sixty-six thousand sixty hundred and eighty-five (99.99%) votes being in favour, one thousand and fifty-one votes against, and five hundred and fifty-two abstentions.
Lisbon, 31 March 2005
The Company Secretary
António Pedro Balançuela Alfaia de Carvalho