May 2014 | edp.com

a) According to number 1 of article 14 of the Articles of Association of EDP, only shareholders with voting right may attend the General Shareholders' Meetings, as well as the persons whose presence is considered as justified by the Chairman of the General Shareholders' Meeting.

b) To each share corresponds one vote.

c) Shareholders may only participate and vote at the General Shareholders' Meeting, in person or through a representative, or exercise its voting rights by correspondence, by post or electronically, if such Shareholders own, at least, one share as of 00:00 hours (GMT) of the fifth negotiation day prior to the date of General Shareholders' Meeting, ie, May 5th, 2014 (“Registration Date”).

d) The exercise of participating and voting rights at the General Shareholders' Meeting is not prejudiced by the transfer of shares after the Registration Date, nor is dependent from the respective block between the Registration Date and the date of the General Shareholders' Meeting.

e) Shareholders that intend to participate at the General Shareholders' Meeting must declare previously and in writing such intention, (i) to the Chairman of the General Shareholders' Meeting and (ii) to the financial intermediary to which the book-entry registry of the shares has been entrusted, at the latest, until 23:59 hours (GMT) of the negotiation day prior to the Registration Date, ie, May 2nd, 2014. For this effect, Shareholders may use the automatic statement form that will be available at EDP’s website (www.edp.pt) or the available paper form at the referred Internet website and at EDP’s registered office, from the date this notice to convene meeting is disclosed.

f) Financial intermediaries who are informed of their clients' intention in participating in the General Shareholders' Meeting must send to the Chairman of the General Shareholders' Meeting, until 23:59 hours (GMT) of the Registration Date, ie, May 5th, 2014, information regarding the number of shares registered on behalf of each one of its clients with reference to 00:00 hours of the Registration Date, and may, for that purpose, use the e-mail address edp.ag@edp.pt.

g) Shareholders who, by professional title, own shares on its own name, but on behalf of clients, may vote on a different way with their shares, as long as, in addition to the participation statement and the sending, by the respective financial intermediary, of the information above referred, they present to the Chairman of the General Shareholders' Meeting, until 23:59 hours (GMT) of the day prior to the Registration Date, ie, May 2nd, 2014, sufficient and proportional evidence, of (i) identification of each client (it is understood that the indication of the legal entity number issued by the competent authority at the country of origin will constitute a sufficient and proportional evidence of such identification), (ii) number of shares to vote on each client’s account and (ii) vote instructions, specific for each item of the Agenda, given by each client.

h) Shareholders who have declared their intention to participate in the General Shareholders' Meeting in the terms above referred and transfer ownership of their shares between the Registration Date and the end of the General Shareholders' Meeting must communicate it immediately to the Chairman of the General Shareholders' Meeting and to the Portuguese Securities Market Commission.

i) The representation of a Shareholder is made through letter, duly signed, addressed to the Chairman of the General Shareholders' Meeting, which receipt shall occur until 17 hours of May 10th, 2014 at the head office located at Praça Marquês de Pombal, no. 12, 1250 – 162 Lisbon. It is made available to Shareholders a representation letter form at EDP’s website (www.edp.pt), which may also be requested at the company’s registered office.

j) In case one shareholder designates different representatives regarding shares held in different book-entry registries, and these representatives vote in a different way on the same proposal all the expressed votes may be annulled. If any of the representatives does not attend the General Shareholders' Meeting, the votes of the representatives present will, however, be considered, as long as all these representatives vote in the same way.

k) The presence at the General Shareholders' Meeting of a shareholder that has indicated one or more representatives revokes the representation powers conferred.

l) Considering that the General Shareholders' Meeting is scheduled for 15.00 hours, EDP recommends to the Shareholders who intend to attend the referred meeting to arrive one hour in advance, in order to allow the timely compliance of all the necessary requirements.

m) Under article 23-A of the Portuguese Securities Code, Shareholder(s) that hold shares correspondent to, at least, 2% of the share capital, may request to add certain items to the Agenda, through the presentation of a writing requirement addressed to the Chairman of the General Shareholders' Meeting, in the 5 days following the publication of this notice to convene meeting; which shall be accompanied by a resolution proposal for each item requested to be included in the Agenda.

n) The amendment to the notice to convene meeting and the resolution proposals for each additional item are disclosed to the Shareholders by the same way used to disclose this notice to convene meeting, until 00:00 hours (GMT) of the 5th negotiation day prior to the date of the General Shareholders' Meeting, ie, May, 5th, 2014.

o) In accordance to article 23-B of the Portuguese Securities Code, Shareholder(s) that hold shares correspondent to, at least, 2% of the share capital, may request the inclusion of resolution proposals regarding subjects referred to in the Agenda or in amendments to the Agenda, through the presentation of a written requirement addressed to the Chairman of the General Shareholders' Meeting on the 5 days following the publication of this notice to convene meeting or respective amendment, jointly with the information which shall accompanied the resolution proposal. These resolution proposals and respective information are disclosed to the Shareholders as soon as possible, by the same way used to disclose this notice to convene meeting, until ten days before the date of the General Shareholders' Meeting.

p) If the requirements for the inclusion of items in the Agenda or resolution proposals are not satisfied, the interested may judicially require convening a new general shareholders' meeting to resolve on those items or proposals.

The documents and information concerning the Items of the Agenda, as well as the information foreseen in no. 1 of article 289 of the Portuguese Companies Code and in no. 1 of article 21-C of the Portuguese Securities Code, will be made available to the Shareholders, for consultation at the head office, at EDP’s website (www.edp.pt) and at the Portuguese Securities Market Commission’s website (www.cmvm.pt), from the date this notice to convene meeting is published.

At the General Shareholders' Meeting, Shareholders may require the clarification of some information, in order to allow them to have a founded opinion on the items subject to resolution. The disclosure of information that may cause serious damages to the company or to an associated company or that violates confidential information imposed by law may be declined.

Considering that the matters of the resolutions to be taken under Item Three of the Agenda refer to different subjects, the Shareholders are hereby informed that the votes in relation to the referred Item shall be separately cast at the Annual General Shareholders Meeting. Accordingly, the votes shall be separately cast regarding the general appraisal of the Executive Board of Directors, the General and Supervisory Board and the Statutory Auditor.