In accordance with articles 376 and 377 of the Portuguese Commercial Companies Code, it is hereby convened the Annual General Meeting of Shareholders of EDP – Energias de Portugal, S.A., a listed public company with headquarters at Praça Marquês de Pombal, nr 12, 1250-162 Lisboa, VAT identification number 500697256, registered with number 1805 at the Commercial Property Registry of Lisbon. The meeting is scheduled to take place at Auditório I - Centro de Reuniões da FIL, Rua do Bojador, Parque das Nações, in Lisbon, on the 31st of March 2005, at 10.00 hours.

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    1.  Approval of the Annual Report for the year ended December 31, 2004 including the Report of Management and Accounting, the Opinion of the Sole Supervisor and the Statutory Audit Certification;
 
2.  Approval of the Consolidated Report of Management and Accounting, for the year ended December 31, 2004, the Annual Report and Opinion of the Sole Supervisor and the Statutory Audit Certification;
 
3.  Approval of the allocation of profits;
 
4.  Approval of the performance of the company’s management and supervising, under the provisions laid down in article 455 of the Portuguese Commercial Companies Code;
 
5.  Approval of the authorization to the Board of Directors of EDP and its subsidiaries to purchase or sell shares of the Company;
 
6.  Approval of the authorization to the Board of Directors of EDP and its subsidiaries to purchase or sell bonds of the Company.
   

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Calls Requirements

a)  In compliance with the provisions laid down in article 12 of the Articles of Association, only shareholders entitled to vote or using the right of grouping pursuant to the law can attend the general meeting; 
 
b)  One vote is allocated to each 100 shares; 
 
c)  Shareholders can only participate in the general meeting, in person or by representation, or exercise their voting right by way of a letter sent by mail or through electronic mail, provided that they have held shares at least since the fifteenth day before the general meeting takes place and also provided that such capacity continues to exist until the date of the meeting; 
 
d)  Representation is made by signed letter addressed to the chairman of the general meeting committee to the headquarters of the company at Praça Marquês de Pombal, nr 12, 1250-162 Lisboa; 
 
e)  Proof of title of the shares shall me made by sending to the chairman of the general meeting committee, to the headquarters of the company, at least eight days before the meeting takes place, a declaration issued and authenticated by the financial trustee responsible for the registration of the shares in account, that must refer that the shares under consideration have been registered in the relevant account since at least the fifteenth day before the date scheduled for the general meeting and that the said shares have been blocked in the same account until the date of the same meeting.

In compliance with the provisions laid down both in article 22 of the Securities Market Code and article 12 of the Articles of Association, shareholders qualified to participate in the general meeting may exercise their voting right on each item of the agenda by way of a registered letter with acknowledge of receipt, signed as per the respective Identity Card, addressed to the chairman of the general meeting committee and mailed to the headquarters of the company until the 23rd of March 2005. The same mail should enclose a well legible copy of the Identity Card of the person who signs the letter.

In compliance with the recommendations by the Portuguese Securities Market Commission, shareholders qualified to participate in the general meeting may exercise their voting right through electronic mail; they shall have to inform the chairman of the general meeting committee, either at the headquarters of the company or through EDP?s web page (www.edp.pt) until the 21st of March 2005; after that, they shall receive a registered letter, at the same address as in the declaration of the financial trustee, informing of the e-mail address and the password to be mentioned in the e-mail message through which the shareholder shall exercise his voting right, until the 29th of March 2005.

From the next 16th of March, at the headquarters of the company, all shareholders can request to consult any document and be provided with information with regards to this meeting.

Lisbon, the 17th of February 2005 

THE CHAIRMAN OF THE GENERAL MEETING COMMITTEE


Signed by JOSÉ MANUEL ARCHER GALVÃO TELES
 

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Item 3 of the Agenda - Allocation of Profits for the 2004 Financial Year

Pursuant to Article 27 of the Articles of Association of the Company, the Board of Directors hereby submits for approval that the net income of € 440,152,407.14 be allocated as follows:

Legal Reserve:                     € 22 007 620.36
Dividends*:                          € 338 000 000.00
Profit or loss forwarded :     € 80 144 786.78

* 0.09243 euros per share

Lisbon, the 1st of March 2005

THE BOARD OF DIRECTORS

Item 5 of the Agenda – Authorization for the Board of Directors to buy or to sell own shares

Whereas: 

a) The legal regulations applying to the acquisition and selling of own shares by public limited companies set forth in the Portuguese Commercial Companies Code;

b) The permission by the Articles of Association to acquire and hold own shares, in compliance with the law and within the limits fixed thereunder, as well as to carry out operations permitted by law involving own marketable securities;

c) The provisions laid down in Regulation (EC) 2273/2003 of the European Commission of December 22, 2003, that define special conditions contemplating, namely, requirements to exempt certain programs of reacquisition of own shares from the general conditions of market abuse, programs that should be taken into consideration even if they do not involve integrated acquisitions into the programs concerned;

d) The authorization conferred to the Board of Directors to buy and sell own shares by resolution of the General Meeting of Shareholders of March 31, 2004 which renewed previous identical resolutions of the General Meeting of Shareholders of May 11, 1999, May 12, 2000, May 10, 2001 and May 11, 2002 by virtue of which EDP carried out stock operations on own shares and presently holds 13.994.018 shares of the Company; 

e) The acquisition or selling of own shares cannot take place beyond eighteen months from the date of the respective resolution, consequently the authorization in force expires in November 2005; 

f) From the Company’s point of view it is deemed convenient for EDP and its subsidiaries to hold an authorization to buy or to sell own bonds, either for carrying out stock-options programs previously approved or for any actions deemed necessary or appropriate from the company’s point of view; 

The Board of Directors proposes that the General Meeting of Shareholders: 1) Approves the issue of a new authorization for the Board of Directors of EDP and for the management bodies of EDP’s subsidiaries buying or selling own shares;

2) Approves the acquisition by EDP, or by any of its current or future subsidiaries, of own shares, including rights to its acquisition or attribution, subject to a decision by the board of directors of the buying entity and under the following terms and conditions:  

a) Maximum number of shares to buy: up to a number not exceeding the corresponding to 10% of the share capital of EDP, deducing any selling that might have ocurred, regardless of the number of shares required in order that the buying entity fullfils the commitments imposed by the law or contract or by securities issuance or contractual binding regarding stock-options programs for the purchase of shares by Board members and other collaborators of EDP Group, subject to subsequent selling, if appropriate and under legal conditions, of the shares exceeding the limit above and regardless of the acquisition of own shares aiming at a share capital reduction, approved by resolution of a general meeting of shareholders, in which case specific limits referred to in the corresponding resolution shall apply. 

  b) Period during which shares can be acquired: eighteen months from the date of this resolution; 

  c) Forms of acquisition: acquisition of shares or rights of acquisition or attribution of shares, against payment, under the terms and limits peremptorily determined by law, either in regulated markets where EDP shares are listed or out of the Stock Exchange, respecting the principle of shareholders equity, namely the financial institution that will have entered into an equity swap agreement or similar with EDP, or any acquisition meant for the fulfillment of a legal or contractual commitment or convertion or exchange of convertible securities issued by the company or a subsidiary, under the terms of the respective issuance conditions or agreements executed for such convertion or exchange. 

  d) Minimum and maximum counterparts of the acquisition: the maximum and minimum buying price shall be, respectively, 115% and 85% of the weighted average of the closing price of EDP shares in the last 10 sessions of the Euronext Lisbon prior to the date of acquisition or to the date of constitution of the right of acquisition or attribution of shares or will correspond to the acquisition price resulting from contractual financial tools or conditions for issuance by the company or any subsidiary of securities convertible into or exchangeable by shares or any agreement executed with respect to such conversions or exchanges. 

  e) Opportunity for the acquisition: to be determined by the managing body of the buying entity, considering the situation of the bond market and the conveniences or commitements of the buying entity or any of its subsidiaries. Acquisitions may take place one or more times depending on what the Board deems more appropriate from the Company’s point of view. 

3)  Approves the selling of own shares that had been purchased before, subject to a decision by the board of directors of the selling entity and under the following terms and conditions: 

  a) Minimum number of shares to sell: the number of selling operations and the number of shares to sell shall be determined by the Board of Directors of EDP and/or by the managing bodies of EDP’s subsidiaries, whenever it is deemed necessary or convenient from the Company’s point of view. The selling includes the number of shares required to exercise the stock-options program;  

  b) Period during which shares can be sold: eighteen months from the date of this resolution; 

  c) Forms of selling: the shares should be sold, against payment, under the terms and limits peremptorily determined by law, namely by sale or exchange, either in regulated markets where EDP shares are listed or out of the Stock Exchange in the case of specific entities appointed by the managing body of the selling entity, respecting the legal principle of shareholders equity, namely financial institutions that take part in contracts of derivative instruments, or yet for the purpose of meeting any commitment required to exercise the stock-options programs expressly approved by the General Meeting of Shareholders; 

  d) Minimum price: The minimum selling price shall be either 90% of the weighted average of the closing price of EDP shares in the last 10 sessions of Euronext Lisbon prior to the selling date, except when such selling is meant to carry out the stock-options program for the purchase of shares expressly approved by the General Meeting of Shareholders or the price that was set or will result from the terms and conditions covering the issuance of other securities, namely convertible or exchangeable securities or from a contract executed for that issuance, convertion or exchange; 

  e) Opportunity for the selling: the managing body of the selling entity shall determine the timing of each operation in view of the market conditions and provided it is convenient to the selling entity or its subsidiary. Sellings may take place one or more times depending on what the Board deems more appropriate from the Company’s point of view. 

4)  Approves to inform the Board of Directors that, irrespective of its freedom to decide and to act as far as paragraphs 1 to 3 are concerned, under the terms and relevant circumstances (particularly in what concerns acquisitions integrated into rebuying programs meant for meeting the convertion rights of bonds or other securities, or stock-options programs for the purchase of shares or similar rights or other programs that may be the object of the Regulation mentioned in Paragraph E)), it should consider, not only the recommendations of the Securities Market Commission in force, but also the procedures hereinafter as regards the buying and selling of own shares in accordance with the authorizations granted as per the previous paragraphs: 

  a) To disclose to the public, before the buying and selling operations begin, the contents of the authorization, in particular, its objective, the maximum countervalue of the acquisition, the maximum number of shares to buy and the authorized timing for the stock operations to take place; 

  b) to record each stock operation carried out as per the preceeding authorizations; 

  c) the public disclosure of stock operations carried out until the end of the seventh day of the negotiation session subsequent to the date on which such operations took place;  

  d) to carry out stock operations in such a manner that no disturbances will affect the regular running of the market, trying to avoid sensitive moments of the negotiation, in particular the opening and closure of the session or when relevant facts are announced or results are being disclosed; 

  e) to buy at a price not higher than the highest price between the price of the latest independent operation and the price of the highest independent offer, at the time of the acquisition in the official stock market of Euronext Lisbon; 

  f) to restrict the acquisitions to 25% of the average daily amount of negotiation, or to 50% of that amount through communication to the proper entity and disclosure to the market; 

  g) to refrain from selling when rebuying stock operations are taking place as per the Regulation mentioned in Paragraph C).

Should acquisitions be integrated in rebuying programs, the Board of Directors may separate acquitisions and their conditions in accordance with the respective program and provide information of such separation in case public disclosure occurs.

Lisbon, the 1st of March 2005

THE BOARD OF DIRECTORS

 Item 6 of the Agenda – Authorization for the Board of Directors to buy or to sell own bonds

Whereas:
 
a) The legal regime applying to the acquisition and selling of own bonds by public limited companies set forth in the Portuguese Commercial Companies Code;

b) The Articles of Association contemplate the carrying out of operations permitted by law involving own marketable securities as well as to buy and hold own bonds and shares in compliance with the law and within the limits fixed thereunder ;

c) The authorization conferred to the Board of Directors to buy and sell own bonds by resolution of the General Meeting of Shareholders of March 31, 2004; 

d) The acquisition or selling of own bonds cannot take place beyond eighteen months from the date of the respective resolution, consequently the authorization in force expires in November 2005; 

e) From the Company’s point of view it is deemed convenient to hold an authorization to buy or to sell own bonds, 

The Board of Directors proposes that the General Meeting of Shareholders:
 
1)  Approves the issue of a new authorization for the Board of Directors of EDP and for the management bodies of EDP’s subsidiaries to buy or to sell own bonds;

2)  Approves the acquisition by EDP or any of its present or future subsidiaries of own bonds including the rights to its acquisition or attribution, subject to a decision by the Board of Directors and under the following terms and conditions:  

 a) Maximum number of bonds to buy: up to the limit of the total number of bonds of each issuance;  

 b) Period during which bonds can be acquired: eighteen months from the date of this resolution; 

 c) Forms of acquisition: acquisition under any business conditions, either out of the Stock Exchange or within national or international regulated markets, applying or not to a financial trustee, through direct transaction or by means of derivative instruments;  

 d) Minimum and maximum counterparts of the acquisition:  

  (i)  the maximum and minimum buying price shall be, respectively, 115% of the weighted average and 85% of the minimum value of the prices published in the last 10 days prior to the date of acquisition;
  (ii)  the maximum and minimum buying price regarding issuances not listed in the Euronext Lisbon, irrespective of being listed or not in other markets, is the value published by an entity internationally well known in the bond market;
  (iii)  for issuances not complying with the previous paragraph, the limit price is the value indicated by an independent and qualified consultant or by a financial trustee appointed by the Board of Directors; 
  (iv)  in the case where the operation results from or has to do with contractual conditions contemplated in another bond issuance, the price shall be the value that results from the said contractual conditions; 

 e) Opportunity for the acquisition: the Board of Directors shall determine the timing of each operation and acquisitions may take place one or more times depending on what the Board deems more appropriate from the Company’s point of view. 

3)  Approves the selling of own bonds by EDP or by any of its present or future subsidiaries, including rights to its acquisition or attribution, subject to a resolution by the Board of Directors and under the following terms and conditions: 

 a) Maximum number of bonds to sell: up to the limit of the total number of bonds hold, in view of the Company’s responsibilities and the market conditions;  

 b) Period during which bonds can be sold: eighteen months from tha date of this resolution; 

 c) Forms of selling: selling under any business conditions, either out of the Stock Exchange or within national or international regulated markets, applying or not to financial intermediaries, through direct transaction or by means of derivative instruments;  

 d) Minimum counterpart of the selling:  

  (i)  The minimum selling price shall be 85% of the weighted average of the prices published in the last 10 days prior to the date of selling;  
  (ii)  for issuances not listed in the Euronext Lisbon, irrespective of being listed or not in other markets, the limit price is the average buying and selling price published by an entity internationally well known in the bond market; 
  (iii)  for issuances not complying with the previous paragraph, the limit price is the value indicated by an independent and qualified consultant or by a financial trustee appointed by the Board of Directors;  
  (iv) in the case where the operation results from or has to do with contractual conditions contemplated in another bond issuance, the price shall be the value that results from the said contractual conditions; 

 e) Opportunity for the selling: the Board of Directors shall determine the timing of each operation and sellings may take place one or more times depending on what the Board deems more appropriate from the Company’s point of view. 

Lisbon, the 1st of March 2005

THE BOARD OF DIRECTORS

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In accordance with article 244 of the Portuguese Securities Market Code, EDP – Energias de Portugal, S.A. makes the following legal notice:

At the Annual General Shareholders Meeting held this morning, with 52.66% of the share capital represented, the shareholders decided on the following:

(1) the items 1 and 2 of the agenda, regarding the 2004 individual and consolidated accounts, were approved by a majority of 99.75% and 99.85% of the issued votes, respectively;

(2) the item 3 on the agenda, concerning the allocation of 2004 net profit, amounting to €440,152,407.14, was approved by a majority of 99.99% of the issued votes, as follows:

(i) Legal Reserve: €22,007,620.36;

(ii) Retained Earnings: €80,144,786.78;

(iii) Dividends: €338,000,000.00, or €0.09243 per share (this dividend corresponds to a payout ratio of 77%).

(3) the item 4 on the agenda, approved by a majority of 99.99% of the issued votes, respected to a vote of confidence to the Board of Directors and to each of its members as well as to the Sole Supervisor.

(4) the items 5 and 6 on the agenda, regarding the authorization to the Board of Directors to purchase and sell treasury stock and own bonds, for a period of 18 months, were approved by a majority of 99.99% of the issued votes.

In relation to the purchase and sale of treasury stock certain limits were defined regarding the number of shares affected (up to 10% of the share capital for the purchase), the purchase price (maximum and minimum limits respectively of 115% and 85% of the weighted average rate of the final daily price of the last 10 sessions of Euronext Lisbon) and the sale price (not lower than 90% of the weighted average rate of the final daily price of the last 10 sessions of Euronext Lisbon, except in respect of stock option plans) and the types of purchase and sale (in the market or off-market in accordance with the shareholders’ equal treatment principle).

Finally, and considering Regulation (CE) no. 2273/2003 of the Commission, of December 22, 2003, certain indications were given regarding good practices in relation to the purchase and sale of treasury stock, such as keeping a record of each operation, performing operations in terms (time, form and volume) that do not disturb the normal operations of the market, limiting the purchase to 25% of the daily average trade volume or to 50% of such volume after communication to the relevant authority and public disclosure and abstaining from selling treasury stock during the eventual execution of a share buy back included under such Regulation.

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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:
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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.
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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.
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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.
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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.
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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.
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Lisbon, 31 March 2005

The Company Secretary
António Pedro Balançuela Alfaia de Carvalho

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