EDP Renováveis, S.A. Audit Report Annual Accounts at 31 December 2021 Management Report
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es 1 R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290 Independent auditor's report on the annual accounts To the shareholders of EDP Renováveis, S.A.: Report on the annual accounts Opinion We have audited the annual accounts of EDP Renováveis, S.A. (the Company), which comprise the balance sheet as at 31 December 2021, and the income statement, statement of changes in equity, cash flows statement and related notes for the year then ended. In our opinion, the accompanying annual accounts present fairly, in all material respects, the equity and financial position of the Company as at 31 December 2021, as well as its financial performance and cash flows for the year then ended, in accordance with the applicable financial reporting framework (as identified in note 2.A of the notes to the annual accounts), and in particular, with the accounting principles and criteria included therein. Basis for opinion We conducted our audit in accordance with legislation governing the audit practice in Spain. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the annual accounts section of our report. We are independent of the Company in accordance with the ethical requirements, including those relating to independence, that are relevant to our audit of the annual accounts in Spain, in accordance with legislation governing the audit practice. In this regard, we have not rendered services other than those relating to the audit of the accounts, and situations or circumstances have not arisen that, in accordance with the provisions of the aforementioned legislation, have affected our necessary independence such that it has been compromised. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
EDP Renováveis, S.A. 2 Key audit matter How our audit addressed the key audit matter Assessment of the recovery of the carrying amount of long-term investments in equity instruments in group companies and associates The accompanying annual accounts present long-term investments in equity instruments in group companies and associates, as detailed in note 8, amounting to €8,992,446 thousand as at December 31, 2021. The Company analyses these assets annually for impairment in accordance with the criteria described in note 8, and determines their recoverable amount based on the present value of future cash flows, considering the business plans approved by management. The key assumptions considered are detailed in mentioned. Furthermore, management carried out a sensitivity analysis on the most significant assumptions which, based on earlier experience, may reasonably show variations, as detailed in note 8. As a result of the previous analyses, Company’s management has concluded that there is no need to recognise or reverse impairment in 2021. This area is key due to its significance over the total assets of the Company and because it entails the application of critical judgements and significant estimates by management (note 2.D) concerning the key assumptions used in the calculations performed, which are subject to uncertainty, regarding significant future changes could have a significant impact on the Company’s annual accounts. We started our analysis obtaining an understanding of the process and relevant controls that the Company has in place to analyse the recovery of long-term investments in equity instruments group companies and associates. In addition, we assessed the adequacy of the measurement models employed, the assumptions and estimates used in the calculations, including, among others, estimated performance of electricity prices, consistency with the applicable regulatory framework and the evolution of discount rates. Respect to discount rates, in collaboration with our valuation experts, we verified the methodology used in their estimation and that their value is within a reasonable range. Also, we checked the mathematical accuracy of the calculations and models prepared by management and assessed the sensitivity calculations carried and we have compared the recoverable value calculated by the Company with long-term investments in equity instruments in group companies and associates carrying amount. Finally, we also assessed the sufficiency of the information disclosed in the annual accounts with respect to the assessment of the recoverable amount of these assets. Based on the procedures carried out, we consider that management’s approach and conclusions and the information disclosed in the accompanying annual accounts are consistent with the evidence obtained.
EDP Renováveis, S.A. 3 Key audit matter How our audit addressed the key audit matter Recognition and measurement of derivative financial instruments As indicated in note 7 to the accompanying annual accounts, the Company is exposed to certain financial risks, namely, exchange rate risk and interest rate risk due to the activities performed and the countries where it operates. In order to manage these risks, management has contracted several derivatives financial instruments whose values at December 31,2021 amounted to €23,304 thousand and € 120,103 thousand, of asset and liability, respectively (note 11). The fair value of the derivatives is estimated through valuation techniques that require the application of judgement by management (note 2.D). Due to the significance of the amount associated to these instruments, whose valuation is based on management estimations and the complexity of complying with accounting legislation on the application of hedge accounting, we consider this a key audit matter. We started our analysis by understanding the procedure established by management to identify and measure the derivatives and the relevant controls on this area. For all of derivatives financial instruments, we checked their main characteristics with their respective contracts. Similarly, and with the involvement of our experts in the valuation of derivatives financial instruments, we assessed the valuation methodology used and for all of derivatives financial instruments, we performed a contrast assessment over the management’s valuation. Finally, we analysed the sufficiency of the disclosures included in the accompanying annual accounts regarding financial derivatives. As a result of our tests, we consider that the measurement of financial derivatives and the information disclosed in the accompanying annual accounts are consistent with the information available. Other information: Management report Other information comprises only the management report for the 2021 financial year, the formulation of which is the responsibility of the Company's directors and does not form an integral part of the annual accounts. Our audit opinion on the annual accounts does not cover the management report. Our responsibility regarding the management report, in accordance with legislation governing the audit practice, is to: a) Verify only that the statement of non-financial information and certain information included in the Corporate Governance Report and the Remuneration Report, both prepared according to the Portuguese applicable legislation, as referred to in the Auditing Act, has been provided in the manner required by applicable legislation and, if not, we are obliged to disclose that fact. b) Evaluate and report on the consistency between the rest of the information included in the management report and the annual accounts as a result of our knowledge of the Company obtained during the audit of the aforementioned financial statements, as well as to evaluate and report on whether the content and presentation of this part of the management report is in accordance with applicable regulations. If, based on the work we have performed, we conclude that material misstatements exist, we are required to report that fact.
EDP Renováveis, S.A. 4 On the basis of the work performed, as described above, we have verified that the information mentioned in section a) above is provided in the manner required by applicable legislation and that the rest of the information contained in the management report is consistent with that contained in the annual accounts for the 2021 financial year, and its content and presentation are in accordance with applicable regulations. Responsibility of the directors and the audit, control and related party transactions committee for the annual accounts The directors are responsible for the preparation of the accompanying annual accounts, such that they fairly present the equity, financial position and financial performance of the Company, in accordance with the financial reporting framework applicable to the entity in Spain, and for such internal control as the aforementioned directors determine is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. The audit, control and related party transactions committee is responsible for overseeing the process of preparation and presentation of the annual accounts. Auditor’s responsibilities for the audit of the annual accounts Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with legislation governing the audit practice in Spain will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts. As part of an audit in accordance with legislation governing the audit practice in Spain, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: x Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. x Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. x Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
EDP Renováveis, S.A. 5 x Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. x Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with the entity's audit, control and related party transactions committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the entity's audit, control and related party transactions committee with a statement that we have complied with relevant ethical requirements, including those relating to independence, and we communicate with the aforementioned those matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the entity’s audit, control and related party transactions committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter. Report on other legal and regulatory requirements European single electronic format We have examined the digital file of the European single electronic format (ESEF) of EDP Renováveis, S.A. for the 2021 financial year that comprises an XHTML file of the annual accounts for the financial year, which will form part of the annual financial report. The directors of EDP Renováveis, S.A. are responsible for presenting the annual financial report for 2021 financial year in accordance with the formatting requirements established in the Delegated Regulation (EU) 2019/815 of 17 December 2018 of the European Commission (hereinafter the ESEF Regulation). Our responsibility is to examine the digital file prepared by the Company's directors, in accordance with legislation governing the audit practice in Spain. This legislation requires that we plan and execute our audit procedures in order to verify whether the content of the annual accounts included in the aforementioned file completely agrees with that of the annual accounts that we have audited, and whether the format of these accounts has been affected, in all material respects, in accordance with the requirements established in the ESEF Regulation. In our opinion, the digital file examined completely agrees with the audited annual accounts, and these are presented, in all material respects, in accordance with the requirements established in the ESEF Regulation.
EDP Renováveis, S.A. 6 Report to the audit, control and related party transactions committee The opinion expressed in this report is consistent with the content of our additional report to the audit, control and related party transactions committee of the Company dated 16 February 2022. Appointment period The General Ordinary Shareholders' Meeting held on 12 April 2021 appointed us as auditors for a period of 3 years, as from the year ended 31 December 2021. Previously, we were appointed by resolution of the General Ordinary Shareholders' Meeting for a period of 3 years and we have audited the accounts continuously since the year ended 31 December 2018. Services provided Services provided to the Company for services other than the audit of the accounts, and additional to those indicated in the note 23 of the accompanying annual accounts. For the non-audit services, provided to the Company´s subsidiaries, please see the audit report of 16 February 2022 on the consolidated annual accounts of EDP Renováveis, S.A. and subsidiaries in which they are included. PricewaterhouseCoopers Auditores, S.L. (S0242) Iñaki Goiriena Basualdu (16198) 16 February 2022 2022-02-16 09:23:51 ( UTC +01:00 ) 22725304Q IÑAKI GOIRIENA
CHANGING TOMORROW NOW INDIVIDUAL ANNUAL ACCOUNTS AND INDIVIDUAL MANAGEMENT REPORT 2021
CHANGING TOMORROW NOW We are creating a new energy on the planet. More inclusive. More shared. Greener. Promoting renewable energy on a worldwide scale. Accelerating decarbonization, to achieve carbon neutrality. Investing € 19 billion in the energy transition. Duplicating the capacity in solar and wind power. Betting on new technologies, such as green hydrogen. Leading the way in sustainability indexes. It's in our hands. The only one who change the world, is whoever can change himself, the one who finds the will, the knowledge and the action. Because this is our story: To always discover a new ambition.
3 3 107 107 108 108 110 111 112 112 113 113 113 114 115 115 118 212 223 2021 INDIVIDUAL ANNUAL ACCOUNTS 2021 Individual Annual Accounts 2021 INDIVIDUAL MANAGEMENT REPORT 01 — THE COMPANY 02 — COMPANY BUSINESS Business Environment Strategy Operational performance Financial performance Non-financial information Information on average payment terms to suppliers 03 — FORESEABLE EXECUTION 04 — RESEARCH, DEVELOPMENT & TECHNOLOGICAL INNOVATION 05 — RELEVANT & SUBSEQUENT EVENTS 06 — OWN SHARES 07 — RISK MANAGEMENT ANNEX I: CORPORATE GOVERNANCE ANNEX II: REMUNERATION REPORT ANNEX III: STATEMENT OF COMPLIANCE ON SCIRF ANNEX IV: AUDITOR’S REPORT ON SCIRF 224
2021 INDIVIDUAL ANNUAL ACCOUNTS 2021 INDIVIDUAL ANNUAL ACCOUNTS 3 Balance Sheet 3 Income Sheet 4 Statement of changes in equity 5 Cash flow statement 6 Notes to the individual Annual Accounts 7
3 Balance sheet at 31 December 2021 THOUSAND EUROS NOTE 2021 2020 ASSETS Intangible assets 5 21,684 24,779 Property, plant and equipment 6 2,000 1,779 Non-current investments in Group companies and associates: 9,000,125 8,370,758 Equity instruments 8 8,992,446 8,315,368 Derivatives 11 7,679 55,327 Other financial assets 9 - 63 Non-current investments: 8,696 8,318 Equity instruments 9 8,225 7,628 Other financial assets 9 471 690 Deferred tax assets 18 38,637 23,700 Total non-current assets 9,071,142 8,429,334 Trade and other receivables: 9 92,813 115,700 Customers, Group companies and associates - current 70,430 59,662 Receivables from Group companies and associates 21,936 55,496 Other receivables 446 541 Public entities, other 1 1 Current investments in Group companies and associates: 10.a 18,143 45,355 Derivatives 11 15,625 44,466 Other financial assets 9 2,518 889 Current investments 9 16 16 Prepayments for current assets 265 309 Cash and cash equivalents 12 2,435,609 1,508,882 Cash 2,435,609 1,508,882 Total current assets 2,546,846 1,670,262 Total assets 11,617,988 10,099,596 EQUITY AND LIABILITIES Capital and reserves: Share capital 13.a 4,802,791 4,361,541 Share premium 2,287,451 1,228,451 Reserves 1,649,797 350,091 Prior years' losses -8,789 -8,789 Profit/(loss) for the year -95,471 1,388,573 Total equity 8,635,779 7,319,867 LIABILITIES Non-current provisions: 600 797 Long-term employee benefits 14 600 797 Non-current debt: 48,108 73,678 Derivatives arranged with Group companies 11 5,987 12,014 Other financial liabilities 8 42,121 61,664 Non-current debt with Group companies and associates 16.a 2,309,596 2,447,620 Deferred tax liabilities 18 73,008 65,717 Total non-current liabilities 2,431,312 2,587,812 Current debt: 151,504 7,709 Derivatives arranged with Group companies 11 114,116 2,395 Other financial liabilities 37,388 5,314 Current debt with Group companies and associates 16.a 349,563 162,115 Trade and other payables: 49,830 22,093 Payables, Group companies and associates - current 16.c 19,708 11,716 Other payables 16.c 21,695 4,158 Personnel (salaries payable) 16.c 7,397 5,401 Public entities, other 18 1,030 818 Total current liabilities 550,897 191,917 Total equity and liabilities 11,617,988 10,099,596
4 Income Statement for the year ended 31 December 2021 THOUSAND EUROS NOTE 2021 2020 CONTINUING OPERATIONS Revenues 21 63,250 1,524,964 Self-constructed assets - - Other operating income: 7,096 2,068 Non-trading and other operating income 7,096 2,068 Personnel costs: -33,406 -26,390 Salaries, wages and similar compensation -27,423 -21,384 Employee benefits expense 21.c -5,983 -5,006 Other operating expenses -44,147 -26,959 External services 21.d -43,042 -26,476 Tax -57 -41 Other general expenses -1,048 -442 Amortisation and depreciation 5 & 6 -6,088 -6,009 Impairment and gains/(losses) on disposal - 1,685 Property, plant and equipment - - Investments 8 & 12 - 1,685 Operating results -13,295 1,469,359 Finance income: 9 1 1 From marketable securities and other financial instruments: 1 1 Other 1 1 Finance cost: 15 -111,927 -113,050 Group companies and associates -110,380 -112,914 Other -1,547 -136 Exchange gains and losses 10.d & 16.e -7,965 7,519 Change in fair value of financial instruments 11 3,939 -2,756 Impairment and gains/(losses) on disposal of financial instruments 11 1,999 - Net finance cost/income -113,953 -108,286 Profit/(loss) before tax -127,248 1,361,073 Income tax 18 31,777 27,500 Profit/(loss) for the year from continuing operations -95,471 1,388,573 Profit/(loss) for the year -95,471 1,388,573
5 Statement of changes in equity for the year ended 31 December 2021 a) Statement of recognised income and expense for the year ended 31 December 2021 THOUSAND EUROS NOTE 2021 2020 Net profit/(loss) for the year -95,471 1,388,573 Total income and expense recognised directly in equity - - Grants, donations and bequests - - Tax effect - - Total amounts transferred to the income statement - - Grants, donations and bequests - - Tax effect - - Total recognised income and expense -95,471 1,388,573 b) Statement of total changes in equity for the year ended 31 December 2021 THOUSAND EUROS 2021 ENTITY SHARE CAPITAL SHARE PREMIUM RESERVES PROFIT/(LOSS) IN PRIOR YEARS PROFIT/ (LOSS) FOR THE YEAR TOTAL Balance at 31 December 2020 4,361,541 1,228,451 350,091 -8,789 1,388,573 7,319,867 Recognised income and expense - - - - -95,471 -95,471 Capital contribution 441,250 1,059,000 -12,022 - - 1,488,228 Allocation of profit or loss (note 3): Reserves - - 1.318.788 - -1,318,788 - Dividends - - -7.060 - -69.785 -76,845 Balance at 31 December 2021 4.802,791 2,287,451 1,649,797 -8,789 -95,471 8,635,779 THOUSAND EUROS 2020 ENTITY SHARE CAPITAL SHARE PREMIUM RESERVES PROFIT/(LOSS) IN PRIOR YEARS PROFIT/ (LOSS) FOR THE YEAR TOTAL Balance at 31 December 2019 4,361,541 1,228,451 419,875 - 8,789 6,001,078 Recognised income and expense - - - - 1,388,573 1,388,573 Allocation of profit or loss (note 3): Reserves - - - -8,789 8,789 - Dividends - - -69,784 - - -69,784 Balance at 31 December 2020 4,361,541 1,228,451 350,091 -8,789 1,388,573 7,319,867
6 Cash flow statement for the year ended 31 December 2021 THOUSAND EUROS NOTE 2021 2020 CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES: Profit/(loss) for the year before tax -127,248 1,361,073 Adjusted profit/(loss): 120,041 112,571 Amortisation and depreciation (+) 5 & 6 6,088 6,009 Change in provisions (+/-) 14 - -39 Grains/(losses) from disposals of investments 8 - -1,685 Finance income (-) -1 -1 Finance cost (+) 111,927 113,050 Exchange gains and losses (+/-) 10.d & 16.f 7,852 -7,519 Change in fair value of financial instruments 11 -3,826 2,756 Impairment and gains/(losses) on disposal of financial instruments (+/-) 11 -1,999 - Changes in operating assets and liabilities: 24,677 -43,213 Trade and other receivables (+/-) 9,358 -52,074 Other current assets 44 112 Trade and other payables (+/-) 15,275 8,749 Other cash flows from (used in) operating activities: -55,370 -62,520 Interest paid (-) -102,695 -112,592 Interest received (+) 1 1 Derivative financial instruments received (paid) (+/-) 9,664 -2,680 Income tax received (paid) (+/-) 18 37,660 52,751 Cash flows from (used in) operating activities -37,900 1,367,911 CASH FLOWS FROM (USED IN) INVESTING ACTIVITIES: Payments for investments: (-) -1,639,660 -1,749,610 Group companies and associates -1,612,601 -1,746,050 Intangible assets -25,326 -2,625 Property, plant and equipment -496 - Other financial assets -1,237 -935 Proceeds from sale of investments: (+) 1,321,347 688,496 Group companies and associates 1,321,347 675,147 Other financial assets - 13,349 Cash flows from (used in) investing activities -318,313 -1,061,114 CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES: Proceeds from and payments for equity instruments 1,488,228 - Issue of equity instruments (+) 1,488,228 - Payments made and received for financial liability instruments: -118,968 1,093,431 Debt issues, Group companies (+) 906,251 1,822,226 Redemption and repayment of debts with Group companies (-) -1,025,219 -728,795 Dividends and interest on other equity instruments paid: -76,845 -69,784 Dividends (-) -76,845 -69,784 Cash flows from (used in) financing activities 1,292,415 1,023,647 Effect of exchange rate fluctuations -9,475 2,586 Net increase/decrease in cash and cash equivalents 926,727 1,333,030 Cash and cash equivalents at beginning of year 12 1,508,882 175,852 Cash and cash equivalents at year end 12 2,435,609 1,508,882
NOTES TO THE INDIVIDUAL ANNUAL ACCOUNTS FOR THE YEARS ENDED 31 DECEMBER 2020 AND 2021 Covid-19. Macroeconomic, regulatory, operational, accounting impact and stakeholders 8 01. Nature and activities of the company 02. Basis of presentation 03. Allocation of profit/(loss) 04. Significant accounting policies 05. Intangible assets 06. Property, plant and equipment 07. Risk management policy 08. Investments in equity instruments of group companies and associates 09. Financial assets by category 10. Investments and trade receivables 11. Derivative financial instruments 12. Cash and cash equivalents 13.Capital and reserves 14. Provisions 15. Financial liabilities by category 16. Debt and trade payables 17. Late payments to suppliers 18. Taxation 19. Environmental information 20. Related party balances and transactions 21. Income and expense 22. Employee information 23. Audit fees 24. Commitments 25. Fair value of financial assets and liabilities 26. Events after the reporting period Annex I Annex II 8 10 12 13 24 25 25 27 34 35 37 39 39 40 41 42 45 46 49 50 53 54 55 55 55 57 58 86
8 Covid-19. Macroeconomic, regulatory, operating and accounting impact affecting stakeholders In late 2019, in the Chinese city of Wuhan, a virus, SARS-COV-2, that can cause a serious respiratory infection like pneumo- nia was first identified in humans. During the year 2020, the desease caused by the virus, the COVID-19, was classified by the World Health Organization (WHO) as a pandemic. The COVID-19 has forced the world to change its habits and is having several social, economic, regulatory, operational, accounting and public health impacts. The current global crisis with the COVID-19 pandemic incorporates significant risks to the economy and society, remaining an uncertainty regarding the duration of the epidemic crisis and its long term economic impacts. In global macroeconomic terms, COVID-19 has impacted the EDPR Group's activity in its various geographies and areas of the value chain. However, a prudent strategy to hedge energy and financial market risks, the maintenance of robust liquidity levels as well as an active management of suppliers and critical supplies, have allowed to significantly mitigate the impacts of this crisis. EDPR Group has not applied any different classifications from those normally used in its income statement, as a result of COVID-19. To assess possible accounting impacts arising from COVID-19, the Group reassessed the estimates it considers relevant and which may have been impacted by this fact. Thus, on 31 December 2021, the Group carried out a series of analyses of the relevant estimates and has not determined any materially relevant impacts compared to 31 December 2020. 01. Nature and activities of the company EDP Renováveis, S.A. (hereinafter, "the Company") was incorporated by public deed under Spanish law on 4 December 2007 for an indefinite period of time and commenced operations on the same date. Its registered office is in Oviedo at Plaza del Fresno 2. On 18 March 2008 EDP Renováveis was converted into a company incorporated by shares (Sociedad Anónima). According to the Company's articles of association, the statutory activity of EDP Renováveis, S.A. comprises activities related to the electricity sector, specifically the planning, construction, maintenance and management of electricity production facil- ities, in particular those eligible for the special regime for electricity generation. The Company promotes and develops projects relating to energy resources and electricity production activities as well as managing and administer- ing other companies' equity securities. The Company can engage in its statutory activities directly or indirectly through ownership of shares or investments in com- panies or entities with identical or similar statutory activities. As explained in note 8, the Company holds investments in subsidiaries. Consequently, in accordance with prevailing legisla- tion, the Company is the parent of a group of companies. In accordance with generally accepted accounting principles in Spain, consolidated annual accounts must be prepared to give a true and fair view of the financial position of the Group, the results of operations and changes in its equity and cash flows. Details of investments in Group companies are provided in Appendix I. The Company belongs to the EDP Group, of which the ultimate parent company is EDP Energias de Portugal, S.A., with registered offices at Avenida 24 de Julho, 12, Lisbon. As at 31 December 2021, EDP Energias de Portugal, S.A through its Spanish branch EDP S.A. - Sucursal en España ("EDP Branch") held a qualified shareholding of 74.98 % of the share capital and voting rights of EDPR and 25.02% of the share capital was free floated in the Euronext Lisbon (see note 13). In December 2011, China Three Gorges Corporation (CTG) signed an agreement to acquire 780,633,782 ordinary shares in EDP from Parpública - Participações Públicas SGPS, S.A., representing 21.35% of the share capital and voting rights of EDP Energias de Portugal S.A., a majority shareholder of the Company. This operation was concluded in May 2012. Sub- sequent operations have modified such stake to 19.19% as at December 2021. The terms of the above-mentioned agreement through which CTG became a shareholder of the EDP Group stipulate that CTG would make minority investments totaling 2,000 million of Euros in operating and ready-to-build renewable energy generation projects (including co-funding capex).
9 Within the agreement mentioned above, the following transactions have taken place: • In June 2013, EDPR completed the sale of 49% equity shareholding in EDPR Portugal to CTG through CITIC CWEI Re- newables S.C.A; • In May 2015, EDPR closed the sale of 49% of the following EDPR Brasil subsidiaries to CTG through CWEI Brasil partici- paçoes LTDA: Elebrás Projetos S.A, Central Nacional de Energia Eólica S.A, Central Eólica Baixa do Feijão I S.A, Central Eólica Baixa do Feijão II S.A, Central Eólica Baixa do Feijão III S.A, Central Eólica Baixa do Feijão IV S.A, Central Eólica Jau S.A. and Central Eólica Aventura S.A; • In October 2016, EDPR completed the sale of 49% equity shareholding in EDP Renewables Polska SP.Zo.o. to CTG through ACE Poland S.Á.R.L. and the sale of 49% equity shareholding in EDP Renewables Italia S.r.l. to CTG through ACE Italy S.Á.R.L.; • In June 2017, EDPR Group closed the sale of 49% equity shareholding in EDPR PT - Parques Eólicos, S.A. to CTG through ACE Portugal S.Á.R.L.; • In December 2018, EDPR completed the sale of 10% equity shareholding in the equity consolidated offshore company Moray East Holdings Limited to CTG through China Three Gorges (UK) Limited. As at 31 December 2021, EDP Renováveis S.A. directly holds a 100% stake in the share capital of the following companies: EDP Renewables Europe, S.L. (EDPR EU), EDP Renewables North America, LLC (EDPR NA), EDP Renewables Canada, Ltd. (EDPR Canada), EDP Renováveis Brasil, S.A. (EDPR BR), Colombian companies Eolos Energía S.A.S. E.S.P., Vientos del Norte S.A.S. E.S.P., Solar Power Solutions S.A.S. E.S.P., Vietnamese company EDP Renewables Vietnam Ltd., Singaporean com- pany Trung Son SG Pte. Ltd. and Chilean company EDP Renewables Chile SpA. The Group essentially operates in the European (Spain, Portugal, Poland, Romania, France, Italy, Greece and Belgium), Amer- ican (U.S., Brazil, Canada and Mexico) and Asian (Vietnam) energy sectors. EDPR Group is currently developing wind and solar onshore projects in other countries such as Chile, Colombia, Hungary, UK and South Korea. Further, EDPR Group signed an agreement with ENGIE on January 2020 to establish a co-controlled 50/50 joint venture, OW Offshore S.L., in fixed and floating offshore wind business. This entity will be the exclusive vehicle of in- vestment of EDPR and ENGIE for offshore wind opportunities worldwide. EDP Renováveis Group, through its subsidiaries has an installed capacity, as follows: United States of America 5,908 5,828 Spain 2,194 2,137 Portugal 1,142 1,228 Brazil 795 436 Poland 747 476 Romania 521 521 Mexico 400 400 Italy 384 271 France 181 125 Canada 130 68 Greece 45 0 Vietnam 28 0 Belgium 11 10 United Kingdom 5 0 12,490 11,500 INSTALLED CAPACITY MW 31 DEC 2021 31 DEC 2020
10 Additionally, the EDP Renováveis Group through its equity-consolidated companies has an installed capacity, attributed to EDPR, as follows: INSTALLED CAPACITY MW 31 DEC 2021 31 DEC 2020 United States of America 592 471 Spain 156 167 Portugal 31 20 Offshore 311 10 1,090 668 02. Basis of presentation A) True and fair view The annual accounts for 2021 have been prepared on the basis of the accounting records of EDP Renováveis, S.A., in ac- cordance with prevailing legislation and the Spanish General Chart of Accounts to give a true and fair view of the equity and financial position at 31 December 2021 and results of operations, changes in equity, and cash flows for the year then ended. The directors of the Company have adopted the changes in the accounting policies published in Royal Decree 1/2021 and estimate that there is no significant impact on these annual accounts. The modifications incorporated into Royal Decree 1/2021 enter into force for the years started on after January 1, 2021. The directors consider that the accompanying individual annual accounts for 2021, authorised for issue on 15 February 2022, will be approved with no changes by the shareholders at their annual general meeting. B) Comparative information The balance sheet, income statement, statement of changes in equity, cash flow statement and the notes thereto for 2021 include comparative figures for 2020, which formed part of the 2020 annual accounts approved by shareholders at the annual general meeting held on 12 April 2021. C) Functional and presentation currency The figures disclosed in the annual accounts are expressed in thousands of Euros, the Company's functional and presentation currency. D) Critical issues regarding the valuation and estimation of relevant un- certainties and judgements used when applying accounting principles Relevant accounting estimates and judgements and other estimates and assumptions have to be made when applying the Company's accounting principles to prepare the annual accounts. A summary of the items requiring a greater degree of judgement or which are more complex, or where the assumptions and estimates made are significant to the preparation of the annual accounts, is as follows:
11 Relevant accounting estimates and assumptions The Company tests investments in Group companies for impairment on an annual basis. Impairment is calculated by com- paring the carrying amount of the investment with its recoverable amount. The recoverable amount is the higher of value in use and fair value less costs to sell. The Company generally uses cash flow discounting methods to calculate these values. Cash flow discounting calculations are based on projections in the budgets approved by management. The cash flows take into consideration past experience and represent management's best estimate of future market performance. The key assumptions employed when determining fair value less costs to sell and value in use include growth rates in accordance with best estimates of rises in electricity prices in each country, the weighted average cost of capital and tax rates. The estimates, including the methodology used, could have a significant impact on values and impairment loss. In certain cases, when estimating impairment of such investments, the investee's equity is taken into consideration, corrected for any net unrealised gains existing at the measurement date. The fair value of derivative financial instruments corresponds to their market value, if available, or to quotes indicated by external entities through the use of valuation techniques, which are compared in each date of report to fair values available in common financial information platforms. Recording and recovery of deferred tax assets. The recording and recoverability of deferred tax assets is assessed when they are generated and subsequently at each statement of financial position reporting date in accordance with expected taxable income/tax loss. The Company also takes into account future tax obligations constituting the recovery of such assets. Changes in accounting estimates Although estimates are calculated by the Company's directors based on the best information available at 31 December 2021, future events may require changes to these estimates in subsequent years. Any effect on the annual accounts of adjustments to be made in subsequent years would be recognised prospectively. E) Changes in accounting policies Financial instruments have been classified according to the bussiness model for managing financial assets and the con- tractual terms of their cash flows, as it is indicated in the accounting policies (see note 4D) On the date of initial application of RD 1/2021, of January 1, 2021, the Company has opted for the application of 2 nd Transitory Disposal and include comparative information without re-expressing the reclassification of the items of the year 2020 to show the balances of said year adjusted to the new presentation criteria. Therefore, the Company has applied the new categories of financial instruments in accordance with RD 1/2021 for the year ended December 31, 2021, and has applied the new categories, solely for presentation purposes, for the comparative year ended December 31, 2020. Consequently, the main effects of this reclassification as of January 1, 2021 are as follows:
12 Financial assets THOUSAND EUROS RD 1514/2007 CATEGORIES LOANS AND RE- CEIVABLES AVAILABLE FOR SALE ASSETS ASSETS HELD FOR TRADING INVESTMENTS IN GROUP COMPANIES RD 1/2021 CATEGORIES FINANCIAL ASSETS AT AMORTISED COST FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS FINANCIAL ASSETS AT COST Balance at 31 December 2020 (RD 1514/2007) 117,357 7,628 99,793 8,315,368 Equity instruments - (7,628) - 7,628 Balance at 1 January 2021 (RD 1/2021) 117,357 - 99,793 8,322,996 Financial liabilities THOUSAND EUROS RD 1514/2007 CATEGORIES DEBTS AND PAYABLES LIABILITIES HELD FOR TRADING RD 1/2021 CATEGORIES FINANCIAL LIABILITIES AT AMORTISED COST FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS Balance at 31 December 2020 (RD 1514/2007) 1,668,937 151,916 - - Balance at 1 January 2021 (RD 1/2021) 1,668,937 151,916 These changes have not impact on equity. 03. Allocation of profit/(loss) The proposed allocation of 2021 profit to be submitted to the shareholders for approval at their annual general meeting is as follows: EUROS BASIS OF ALLOCATION: Loss for the year -95,471,089.00 Voluntary reserve 86,450,234.58 DISTRIBUTION: Prior years' losses -95,471,089.00 Dividends 86,450,234.58 Total
13 The distribution of profit and reserves of the Company for the year ended 31 December 2020, approved by the shareholders at their annual general meeting held on 12 April 2021, was as follows: EUROS BASIS OF ALLOCATION: Profit for the year 1,388,573,084.60 Voluntary reserve DISTRIBUTION: Legal reserve 138,857,308.46 Dividends 69,784,652.96 Voluntary reserve 1,179,931,123.18 Total 1,388,573,084.60 At 31 December, non-distributable reserves are as follows: THOUSAND EUROS 2021 2020 NON-DISTRIBUTABLE RESERVES: Legal reserve 214,828 75,971 214,828 75,971 Profit recognised directly in equity cannot be distributed, either directly or indirectly. 04. Significant accounting policies A) Foreign currency transactions, balances and cash flows Foreign currency transactions have been translated into Euros using the exchange rate at the transaction date. Monetary assets and liabilities denominated in foreign currencies have been translated into Euros at the closing rate, while non-monetary assets and liabilities measured at historical cost have been translated at the exchange rate at the transaction date. In the cash flow statement, cash flows from foreign currency transactions have been translated into Euros at the exchange rates at the dates the cash flows occur. The effect of exchange rate fluctuations on cash and cash equivalents denominated in foreign currencies is recognised sep- arately in the cash flows statement as Effect of exchange rate fluctuations. Exchange gains and losses arising on the settlement of foreign currency transactions and the translation into Euros of mon- etary assets and liabilities denominated in foreign currencies are recognised in profit or loss. B) Intangible assets Computer software is measured at purchase price and carried at cost, less any accumulated amortisation and impairment. Computer software is amortised by allocating the depreciable amount on a systematic basis over its useful life, which has been estimated at five years from the asset entering normal use.
14 Capitalised personnel expenses of employees who install computer software are recognised as Self-constructed assets in the income statement. Computer software acquired and produced by the Company, including website costs, is recognised when it meets the fol- lowing conditions: • Payments attributable to the performance of the project can be measured reliably. • The allocation, assignment and timing of costs for each project are clearly defined. • There is evidence of the project's technical success, in terms of direct operation or sale to a third party of the results thereof once completed and if a market exists. • The economic and commercial feasibility of the project is reasonably assured. • Financing to develop the project, the availability of adequate technical and other resources to complete the development and to use or sell the resulting intangible asset are reasonably assured. • There is an intention to complete the intangible asset for its use or sale. Computer software maintenance costs are charged as expenses when incurred. C) Property, plant and equipment Property, plant and equipment are measured at cost of acquisition. Property, plant and equipment are carried at cost less any accumulated depreciation and impairment. Property, plant and equipment are depreciated by allocating the depreciable amount of an asset on a systematic basis over its useful life. The depreciable amount is the cost of an asset, less its residual value. The Company determines the depreciation charge separately for each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset and with a useful life that differs from the remainder of the asset. Property, plant and equipment are depreciated using the following criteria: DEPRECIATION METHOD ESTIMATED YEARS OF USEFUL LIFE Other installations Straight-line 10 Furniture Straight-line 10 Information technology equipment Straight-line 4 D) Financial instruments Financial Assets Financial assets at fair value through changes in profit or loss This category includes equity instruments not held for trading that must not be measured at cost and where, at initial recog- nition, the entity has made an irrevocable election to present subsequent changes in fair value directly in profit or loss. It also includes financial assets irrevocably designated, at initial recognition, as at fair value through profit or loss and that, on the contrary would have been included in another category to eliminate or significantly reduce a measurement incon- sistency or accounting imbalance that would otherwise occur when measuring assets and liabilities using different bases.
15 Initial measurement The financial assets in this category are initially measured at fair value which, unless proven otherwise, is the transaction price (equivalent to fair value of the consideration paid). Directly attributable transaction costs are registered to profit or loss for the reporting period. Subsequent measurement After initial recognition, the entity measures the financial assets in this category at fair value through profit or loss. Financial assets at amortised cost This category includes those financial assets, including any admitted to trading on an organised market, that the Company holds in order to collect contractual cash flows, where the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. Contractual cash flows that are solely payments of principal and interest on the principal outstanding are inherent in an agreement that is classified as a standard or regular loan, irrespective of whether the loan is interest free or at a below- market rate. This category includes trade and non-trade receivables. a) Trade receivables: financial assets deriving from the sale of goods and rendering of services in the normal course of business that are collected as deferred payments; and b) Non-trade receivables: financial assets not arising from normal business activities that are not equity instruments or de- rivatives, have fixed or determinable repayments, and derive from loans or credits granted by the entity. Initial measurement The financial assets in this category are initially recognised at fair value which, unless evidence is available to the contrary, is the transaction price (equivalent to fair value of the consideration paid plus directly attributable transaction costs). However, trade receivables which have no explicit contractual interest rate and mature within one year, as well as personal loans, dividends receivable and called up capital, expected to be received in the short term, are measured at their nominal value when it is considered that the effect of not discounting cash flows is immaterial. Subsequent measurement The financial assets in this category are measured at amortised cost. Interest accrued is taken to profit and loss using the effective interest method. However, receivables which mature in less than a year and, in accordance with that stated in the previous section, are initially measured at their nominal value continue to be measured at that amount, except impaired receivables. When the contractual cash flows deriving from a financial asset change due to the issuer encountering financial difficulties, the entity analyses if it is appropriate to recognise an impairment loss. Impairment At least at the end of each reporting period, valuation adjustments are made provided there is objective evidence that a financial asset or group of financial assets with similar risk characteristics that are measured collectively is impaired, as a result of one or more events after initial recognition that lead to a reduction or delay in estimated future cash flows, that may be the result of the insolvency of a debtor. Impairment losses on financial assets are measured as the difference between the carrying amount and the present value of future cash flows – including, where applicable, any deriving from the enforcement of security interests and personal guarantees – to which they will give rise, discounted at the effective interest rate calculated on initial recognition. In the case of financial assets with floating interest rates, the effective interest rate at the reporting date is used according to the con- tractual terms. Impairment allowances, and the reversal thereof when the value of said impairment decreases due to a subsequent event, are charged or credited, respectively, to profit or loss. Any reversal of impairment is limited to the carrying amount of the asset that would have been recognised at the reversal date had no impairment allowance been recognised.
16 Financial assets at fair value through equity This category includes financial assets whose contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding and are not held for trading and cannot be classified as “Financial assests at amortised cost”. This category also includes equity instruments that have been irrevocably designated as “Financial assets at fair value through equity”. Initial measurement The financial assets included in this category are initially measured at fair value which, as a general rule, is the transaction price, i.e.the fair value of the consideration given plus any directly attributable transaction costs, including the amount of the any preferential subscription rights acquired. Subsequent measurement The financial assets include in this category are measured at their fair value without deducting such costs to sell as might be incurred. Changes in fair value are recognised directly in equity until the financial asset is derecognised or impaired, at which time the amount recognised is reclassified to profit or loss. That said, impairment allowances and exchange gains and losses on monetary financial assets in a foreign currency are recognised to profit or loss. Any interest, calculated using the effective interest rate method, and accrued dividends are also taken to profit or loss. When a value needs to be assigned to these assets due to write-off or for another reason, the weighted average value for each homogeneus groups is applied. In the exceptional circumstances that an equity instrument’s fair value is no longer reliable, previous adjustments recognised in equity are treated the same as impairment of financial assets at cost. When preferential subscription and similar rights are sold our split to be exercised, the amount of the rights in question reduces the carrying amount of the respective assets. This amount equates to the fair value or cost of the rights, measured in the same way as the associated financial assets. Impairment The necessary valuation adjustments are recognised at least at the end of each reporting period whenever there is objective evidence that a financial asset or group of financial assets included in this category with similar risk characteristics that are measured collectively is impaired, as a result of one or more events after initial recognition that lead to: a) In the case of debt instruments acquired, a reduction or delay in estimated future cash flows, possibly due to debtor insolvency; or b) In the case of investments in equity instruments, the asset’s carrying amount not being recoverable, evidenced by a pro- longed or significant decline in its fair value. As a general rule, an instrument is considered to be impaired when there has been a prolonged decrease in its value over a twelve-month period or 40% of its trading price, without its value recovering, notwithstanding that it may be necessary to recognise an impairment loss before the end of this period or before its trading price has fallen by this percentage. The impairment allowance recognised on these financial assets is the difference between their cost, less any impairment allowance previously recognised in profit or loss, and their fair value on the measurement date. Any cumulative fair value losses recognised in equity are reclassified to profit or loss whenever there is objective evidence of financial asset impairment. Any increases in fair value in subsequent reporting periods are credited to profit or loss for the year to reverse the valuation adjustment recognised in previous reporting periods. This is the case, except for increases in the fair value of equity instru- ments recognised directly in equity.
17 Financial assets at cost The following are included in this category for measurement purposes: a) Equity investments in group companies, jointly-controlled entities and associates; b) Other investments in equity instruments whose fair value cannot be determined using a price quoted on an active market for an identical instrument or cannot be reliably estimated, along with the underlying derivatives of these investments; c) Hybrid financial assets whose fair value cannot be reliably estimated, except where the requirements for them to be rec- ognised at amortised cost have been met; d) Contributions made under joint venture or similar arrangements; e) Participating loans whose interest is contingent, either because a fixed interest rate or a floating rate tied to the borrower reaching a specific milestone (e.g. posting a profit) has been agreed or because the interest is calculated solely by referring to the borrower’s business performance; and f) Any other financial asset that should initially be recognised at fair value through profit or loss, but it is not possible to reliably estimate its fair value. Initial measurement Investments included in this category are initially measured at cost, which equates to the fair value of the consideration paid plus any directly attributable transaction costs. The latter are not included in the cost of investments in group companies. Nonetheless, if an investment in a company existed before being classified as an investment in a group company, jointly- controlled entity or associate, the cost of the investment is taken as its carrying amount immediately before the investee being classified as such. The value of any preferential subscription and similar rights acquired is also included in the initial measurement. Subsequent measurement The equity instruments included in this category are measured at cost less any accumulated impairment allowances. When a value needs to be assigned to these assets due to write-off or for another reason, the weighted average cost of homogeneus groups of assets – these being taken as securities conferring the same rights – is applied. When preferential subscription and similar rights are sold our split to be exercised, the cost of the rights in question reduces the carrying amount of the respective assets. Contributions made under a joint venture or similar arrangement are measured at cost, plus or minus, respectively, the profit or loss attributable to the equity as an ivestor not manager, and minus where applicable the cumulative amount of any impairment allowances. The same criteria are followed for participating loans whose interest is contingent, either because a fixed interest rate or a floating rate tied to the borrower reaching a specific milestone (e.g. posting a profit) has been agreed or because the interest is calculated solely by referring to the borrower’s business performance. If an irrevocable fixed interest rate is agreed as well as contingent interest, the contingent interest is booked as finance income on an accruals basis. Transaction costs are taken to profit or loss on a straight-line basis over the term of the participating loan. Impairment At least at the end of each reporting period, the necessary impairment allowances are recognised whenever there is objec- tive evidence that the carrying amount of an investment will not be recoverable. The valuation adjustment is measured as the difference between the asset’s carrying amount and the amount that is expected to be recovered, the latter being the greater of fair value less costs to sell and the present value of the future cash flows derived from the investment. In the case of equity instruments, these cash flows are calculated as those expected to be received in the form of dividends paid out by the investee and from the disposal or derecognition of the equity stake in the investee, by estimating the entity’s share in future expected cash flows from the investee, whether in the ordinary course of business or through its disposal or derec- ognition.
18 Unless there is better evidence of the recoverable value of investments in equity instruments, impairment losses on this type of asset are calculated based on the investee’s equity and any unrealised capital gains at the measurement date, net of the tax effect. Where the investee has also invested in another entity, the recoverable value is calculated based on the equity included in the consolidated annual accounts prepared in accordance with the Code of Commerce and implementing regu- lations. Impairment allowances and any reversals thereof are recognised as an expense or income, respectively, in profit or loss. Reversals are limited to the carrying amount of the investment that would have been recognised at the reversal date had no impairment been recognised. That said, if an investment had been made in an entity before it was classified as a group company, jointly controlled entity or associate and before that classification, valuation adjustments had been recognised directly in the equity deriving from that investment, the adjustments are retained after said classification until the investment is disposed of or derecognised. At this point or once the following circumstances apply, the valuation adjustments are taken to profit or loss: a) In the case of previous valuation adjustments due to increases in value, the impairment allowances are taken to equity, which includes the previously recognised valuation adjustments up to the value of the allowances, while any surplus is taken to profit or loss. Impairment allowances taken directly to equity are not reversed. b) In the case of previous valuation adjustments due to decreases in value, when the recoverable value is subsequently higher than the carrying amount of the investments, the latter is increased up to the level of the aforementioned reduction in value, against the line item which included the previous valuation adjustments and, from that point, the new amount is taken as the cost of the investment. However, when there is objective evidence that the investment is impaired, the losses accumulated directly in equity are taken to profit or loss. Financial Liabilities For measurement purposes, financial liabilities are classified into one of the following categories: Financial liabilities at amortised cost This category generally includes trade and non-trade payables. • Trade payables: financial liabilities deriving from the purchase of goods and services in the normal course of business that are settled as deferred payments; and • Non-trade payables: financial liabilities that are not derivative instruments, and do not arise from normal business activities rather from loans or credit facilities received by the entity. Participating loans that are standard or regular loans are also included in this category, irrespective of the agreed interest rate (zero or below the market rate). Initial measurement The financial liabilities in this category are initially recognised at fair value which is the transaction price (equivalent to fair value of the consideration received adjusted for any directly attributable transaction costs). However, trade payables which mature within one year and have no contractual interest rate, as well as called-up equity holdings, expected to be paid in the short term, are measured at their nominal value when the effect of not discounting cash flows is immaterial. Subsequent measurement The financial liabilities in this category are measured at amortised cost. Accrued interest is taken to profit or loss using the effective interest rate method. However, payables which mature in less than a year and are initially measured at their nominal value continue to be
19 measured at that amount. Financial liabilities at fair value through profit or loss This category includes financial liabilities meeting any of the following conditions: • Liabilities held for trading. • Liabilities irrevocably designated, at initial recognition, as measured at fair value through profit or loss because: - An inconsistency or accounting imbalance is significantly reduced or eliminated with other instruments at fair value through profit or loss; or - A group of financial liabilities, or financial assets and liabilities is managed and its performance is evaluated on a fair-value basis, in accordance with a documented risk management or investment strategy, and information regarding that group is also provided to key management personnel on a fair- value basis. • Hybrid financial liabilities that cannot be separated, included optionally and irrevocably. Initial and subsequent measurement The financial liabilities in this category are initially measured at fair value which is the transaction price (equivalent to fair value of the consideration received). Directly attributable transaction costs are recognised directly in profit or loss for the year. After initial recognition, the financial liabilities in this category are recognised at fair value through profit or loss. In the case of convertible bonds, the fair value of the liability component is calculated using the interest rate for similar non-convertible bonds. This amount is recognised as a liability at amortised cost until it is settled on conversion or expiration. The other income obtained is allocated to the conversion option which is recognised in equity. If existing debt is renegotiated, no substantial changes to the financial liability are deemed to exist when the lender of the new loan is the same as the lender of the initial loan, and the present value of the cash flows, including net commissions, does not differ by more than 10% from the present value of the outstanding cash flows of the original liability calculated using the same method. E) Cash and cash equivalents Cash and cash equivalents include cash on hand and demand deposits in financial institutions. They also include other short- term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignifi- cant risk of changes in value. An investment normally qualifies as a cash equivalent when it has a maturity of less than three months from the date of acquisition. The Company classifies current accounts with Group companies under this heading if they are considered to be cash-pooling accounts when there is a debit balance. If not, they are recorded under current payables with Group companies and associ- ates. The Company recognises cash payments and receipts for financial assets and financial liabilities in which turnover is quick on a net basis in the statement of cash flows. Turnover is considered to be quick when the period between the date of acquisition and maturity does not exceed six months.
20 F) Provisions Provisions are recognised when the Company has a present obligation (legal, contractual, constructive or tacit) as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obli- gation; and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation at the end of the reporting period, taking into account all risks and uncertainties surrounding the amount to be recognised as a provision and, where the time value of money is material, the financial effect of discounting provided that the expenditure to be made each period can be reliably estimated. The discount rate is determined before taxes, taking into consideration the time value of money, as well as the specific risks that have not been included in the future cash flows relating to the provision at each closing date. The financial effect of the provisions is recognised as a financial expense in the income statement. If it is not probable that an outflow of resources will be required to settle an obligation, the provision is reversed. G) Revenue from sales and services rendered The modification of the norm of registration and valuation of income and sales for the provision of services approved in Royal Decree 1/2021, has not had a significant impact on the Company, since the income of the same is not considered within the scope of the regulatory change. Revenue from the sale of goods and the rendering of services is measured at the fair value of the consideration received or receivable. Discounts, as well as the interest added to the nominal amount of the consideration, are recognised as a reduction in the consideration. Revenues associated with the rendering of services are recognised in the income statement by reference to the stage of completion at the reporting date when revenues, the stage of completion, the costs incurred and the costs to complete the transaction can be estimated reliably and it is probable that the economic benefits derived from the transaction will flow to the Company. H) Income tax The income tax expense or tax income for the year comprises current tax and deferred tax. Current tax assets or liabilities are measured at the amount expected to be paid to or recovered from the taxation authorities, using the tax rates and tax laws that have been enacted or substantially enacted at the reporting date. Current and deferred tax are recognised as income or an expense and included in profit or loss for the year, except to the extent that the tax arises from a transaction or event which is recognised, in the same or a different year, directly in equity, or from a business combination. The Company files consolidated tax returns as part of the 385/08 group headed by EDP Energías de Portugal, S.A. Sucursal en España. In addition to the factors to be considered for individual taxation, set out previously, the following factors are taken into account when determining the accrued income tax expense for the companies forming the consolidated tax group:
21 • temporary and permanent differences arising from the elimination of profits and losses on transactions between Group companies, derived from the process of determining consolidated taxable income. • deductions and credits corresponding to each company forming the consolidated tax group. For these purposes, de- ductions and credits are allocated to the company that carried out the activity or obtained the profit necessary to obtain the right to the deduction or tax credit. Temporary differences arising from the elimination of profits and losses on transactions between tax group companies are allocated to the company which recognised the profit/loss and are valued using the tax rate of that company. A reciprocal credit and debit arises between the companies that contribute tax losses to the consolidated Group and the rest of the companies that offset those losses. Where a tax loss cannot be offset by the other consolidated Group companies, these tax credits for loss carryforwards are recognised as deferred tax assets using the applicable recognition criteria, con- sidering the tax group as a taxable entity. The Parent of the Group records the total consolidated income tax payable (recoverable) with a debit (credit) to receivables (payables) from/to Group companies and associates. The amount of the debt (credit) relating to the subsidiaries is recognised with a credit (debit) to payables (receivables) to/from Group companies and associates (see note 18). Taxable temporary differences Taxable temporary differences are recognised in all cases except where they arise from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable income. Deductible temporary differences Deductible temporary differences are recognised provided that it is probable that sufficient taxable income in the consoli- dated tax group will be available against which the deductible temporary difference can be utilised, or when tax legislation envisages the possibility of converting deferred tax assets into a receivable from public entities in the future. The Company recognises the conversion of a deferred tax asset into a receivable from public entities when it becomes en- forceable in accordance with prevailing tax legislation. For this purpose, the deferred tax asset is derecognised with a charge to the deferred tax expense and the receivable is recognised with a credit to current tax. The Company recognises the payment obligation deriving from financial contributions as an operating expense with a credit to payables to public entities when it is accrued in accordance with the Spanish Income Tax Law. Nonetheless, assets arising from the initial recognition of an asset or liability in a transaction that is not a business combi- nation and, at the time of the transaction, affects neither accounting profit nor taxable income, are not recognised. In the absence of evidence to the contrary, it is not considered probable that the Company will have future taxable profit when the deferred tax assets are expected to be recovered in a period of more than ten years from the end of the reporting period, irrespective of the nature of the deferred tax asset; or, in the case of tax credits for deductions and other tax relief that are unused due to an insufficient amount of total tax, when there is reasonable doubt - after the activity or the income giving rise to entitlement to the deduction or tax credit has been rendered or received, respectively - as to whether the re- quirements for their offset will be met. The Company only recognises deferred tax assets arising from tax loss carryforwards when it is probable that future taxable profit in the consolidated tax group will be generated against which they may be offset within the period stipulated in appli- cable tax legislation, up to a maximum period of ten years, unless there is evidence that their recovery in a longer period of time is probable and tax legislation provides for their utilisation in a longer period or stipulates no time limit for their utilisation.
22 Conversely, it is considered probable that the Company will generate sufficient taxable profit to recover deferred tax assets when there are sufficient taxable temporary differences relating to the same taxation authority and the same taxable entity, which are expected to reverse in the same tax period as the expected reversal of the deductible temporary differences or in periods into which a tax loss arising from a deductible temporary difference can be carried back or forward. The Company recognises deferred tax assets not previously recognised because they were not expected to be utilised within the ten-year recovery period, inasmuch as the future reversal period does not exceed ten years from the end of the reporting period or when there are sufficient taxable temporary differences. Tax planning opportunities are only considered when assessing the recoverability of deferred tax assets and if the Company intends to use these opportunities or it is probable that they will be utilised. Measurement Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the years when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantially enacted. The tax consequences that would follow from the manner in which the Company expects to recover or settle the carrying amount of its assets or liabilities are also reflected in the measurement of deferred tax assets and liabilities. For these purposes, the Company has considered the deduction for reversal of the temporary measures provided in transitional provision thirty-seven of Income Tax Law 27/2014 of 27 November 2014 as an adjustment to the tax rate applicable to the deductible temporary difference associated with the non-deductibility of amortisation and depreciation charges in 2013 and 2014. Classification Deferred tax assets and liabilities are recognised in the statement of financial position under non-current assets or liabilities, irrespective of the expected date of recovery or settlement. I) Classification of assets and liabilities as current and non-current The Company classifies assets and liabilities in the statement of financial position as current and non-current. Current assets and liabilities are determined as follows: • assets are classified as current when they are expected to be realised or are intended for sale or consumption in the Company's normal operating cycle, they are held primarily for the purpose of trading, they are expected to be realised within 12 months after the reporting date or are cash or a cash equivalent, unless the assets may not be exchanged or used to settle a liability for at least 12 months after the reporting date. • liabilities are classified as current when they are expected to be settled in the Company's normal operating cycle, they are held primarily for the purpose of trading, they are due to be settled within 12 months after the reporting date or the Company does not have an unconditional right to defer settlement of the liability for at least 12 months after the reporting date. • financial liabilities are classified as current when they are due to be settled within 12 months after the reporting date, even if the original term was for a period longer than 12 months, and an agreement to refinance or to reschedule payments on a long-term basis is completed after the reporting date and before the annual accounts are authorised for issue.
23 J) Environmental issues Environmental assets Non-current assets acquired by the Company to minimise the environmental impact of its activity and to protect and improve the environment, including the reduction and elimination of future pollution from the Company's activities, are recognised as property, plant and equipment in the balance sheet at purchase price or cost of production and depreciated over their esti- mated useful lives. Environmental expenses Environmental expenses are the costs derived from managing the environmental effects of the Company's operations and existing environmental commitments. These include expenses relating to the prevention of pollution caused by ordinary ac- tivities, waste treatment and disposal, decontamination, restoration, environmental management or environmental audit. Expenses derived from environmental activities are recognised as operating expenses in the period in which they are in- curred. Environmental provisions The Company makes an environmental provision when expenses are probable or certain to arise but the amount or timing is unknown. Where necessary, provision is also made for environmental actions arising from any legal or contractual com- mitments and for those commitments acquired for the prevention and repair of environmental damage. K) Related party transactions Transactions between Group companies are recognised at the fair value of the consideration given or received. The difference between this value and the amount agreed is recognised in line with the underlying economic substance of the transaction. All transactions with related parties take place on an arm’s length basis. L) Hedge accounting The Company uses financial instruments to hedge net investments in foreign operations. Derivatives not qualified for hedge accounting are accounted for as trading instruments. Hedging derivatives are recorded at fair value, being the gains and losses recognised in accordance with the hedge account- ing model applied by the Company. Hedge relationship exists when: • The hedging relationship consists only hedging instruments and hedged items that are eligible as per determined in accounting policies. • At the inception of the hedge there is formal documentation of the hedging relationship and the Group's risk manage- ment objective and strategy for the hedge; • There is an economic relationship between the hedged item and the hedging instrument; • The effect of credit risk does not dominate the value changes that result from that economic relationship; • The hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the entity actually hedges and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of hedged item. The Company hedges net investments in foreign operations in relation to its investment in the Group companies EDP Re- newables North America, LLC., EDP Renováveis Brasil S.A., EDP Renewables Canada, Ltd. and Colombian subsidiaries.
24 M) Hedges of a net investment in a foreign operation The Company hedges the foreign currency risk arising from investments in Group companies denominated in foreign cur- rency. The portion of gains or losses on the hedging instrument or on the exchange rate of the monetary item used as the hedging instrument is recognised as exchange gains or losses in the income statement. Gains or losses on investments related to the underlying foreign currency amount in the annual accounts are recognised as exchange gains or losses in profit and loss. N) Grants, donations and bequests Grants, donations and bequests are recorded in recognised income and expense when, where applicable, they have been officially awarded, the conditions attached to them have been met or there is reasonable assurance that they will be received. Monetary grants, donations and bequests are measured at the fair value of the sum received, whilst non-monetary grants, donations and bequests received are accounted for at fair value. In subsequent years, grants, donations and bequests are recognised as income as they are applied. O) Long- and short-term employee benefits The Company recognises the expected cost of profit-sharing and bonus plans when it has a present legal or constructive obligation to make such payments as a result of past events and a reliable estimate of the obligation can be made. 05. Intangible assets Details of intangible assets and movement are as follows: THOUSAND EUROS BALANCE AT 31.12.19 ADDITIONS TRANSFER BALANCE AT 31.12.20 ADDITIONS TRANSFER BALANCE AT 31.12.21 COST: Computer software 11,048 22.327 267 33,642 - 764 34,406 Computer software under development 2,121 858 -267 2,712 2,718 -764 4,666 13,169 23.185 - 36,354 2,718 - 39,072 AMORTISATION: Computer software -5,912 -5.663 - -11,575 -5,813 - -17,388 -5,912 -5.663 - -11,575 -5.813 - -17,388 Carrying amount 7,257 17.522 - 24,779 -3,095 - 21,684 Additions in 2021 and 2020 reflect information management applications purchased or developed during the year. At the 2021 reporting date, the Company had fully amortised intangible assets in use amounting to Euros 5,197 thousand (Euros 5,197 thousand in 2020). During 2011 and 2010 personnel costs have not been capitalized as intangible assets. At 31 December 2021 and 2020 the Company has no commitments to purchase intangible assets.
25 06. Property, plant and equipment Details of property, plant and equipment and movement are as follows: THOUSAND EUROS BALANCE AT 31.12.19 ADDITIONS DISPOSALS BALANCE AT 31.12.20 ADDITIONS BALANCE AT 31.12.21 COST: Other fixtures 3.049 - - 3,049 406 3,455 Information technology equipment and furniture 1,544 - - 1,544 85 1,629 Other fixtures under devel- opment - - - - 5 5 4,593 - - 4,593 496 5,089 DEPRECIATION: Other fixtures -1,701 -236 - -1,937 -161 -2,098 Information technology equipment and furniture -767 -110 - -877 -114 -991 -2,468 -346 -2,814 -275 -3,089 Carrying amount 2,125 -346 - 1,779 221 2,000 Additions in 2021 mainly reflect the work related to Company's headquarters carried out during the year. The Company has taken out insurance policies to cover the risk of damage to its property, plant and equipment. The coverage of these policies is considered sufficient. Fully depreciated property, plant and equipment amount to Euros 2.235 thousand at the 2021 reporting date (Euros 1.953 thousand in 2020) and comprise information technology equipment and furniture. At 31 December 2021 and 2020 the Company has no commitments to purchase property, plant and equipment. 07. Risk management policy A) Financial risk factors The Company's activities are exposed to various financial risks: market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk and cash flow interest rate risk. The Company's global risk management programme fo- cuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The Company uses derivatives to mitigate certain risks. The directors of the Company are responsible for defining general risk management principles and establishing exposure limits and it is carry out by the Finance Department of the Company in accordance with the policies approved by the Board of Directors. The main functions, among other, includes the identification and evaluation of hedging instruments. All operations involving derivative financial instruments are subject to prior approval from the board of directors, which sets the parameters of each operation and approves the formal documents describing the objectives of the operation.
26 Currency risk The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies, especially with regard to the US Dollar, the Brazilian Real, the Canadian Dollar and the Colombian Pesos. Currency risk is associated with recognised assets and liabilities, and net investments in foreign operations. The Company holds investments in group companies that are denominated in foreign currency, which are therefore exposed to exchange-rate risk at year-and when translating those amounts into the Company’s functional currency (euro). Currency risk affecting these investments is mitigated primarily through derivative financial instruments and borrowings in the corre- sponding foreign currencies. Details of hedged financial assets and the derivative financial instruments obtained to mitigate the currency risk are provided in notes 8 and 11. Details of financial assets and liabilities in foreign currencies and transactions in foreign currencies are provided in notes 8, 10, 11, 16 and 21. Credit Risk The Company is not significantly exposed to credit risk as the majority of its balances and transactions are with Group companies. As the counterparties of derivative financial instruments are Group companies, and the counterparties of their derivative financial instruments are highly solvent banks, the Company is not subject to significant counterparty default risk. Guarantees or other derivatives are therefore not requested in this type of operation. The Company has documented its financial operations in accordance with accounting policies. The majority of its operations with derivative financial instruments are therefore contracted under "ISDA Master Agreements", which facilitate the transfer of instruments in the market. The total amount of financial assets subject to credit risk is shown in note 10. Liquidity Risk Liquidity risk is the risk that the Company will be unable to comply with its financial commitments on maturity. The Compa- ny's approach in managing liquidity risk is to guarantee as far as possible that liquidity will always be available to pay its debts before they mature, in normal conditions and during financial difficulties, without incurring unacceptable losses or compromising the Company's reputation. The directors have estimated cash flows which show that the Company will meet existing commitments at 2021 year end and those expected for 2022. Compliance with the liquidity policy ensures that contracted commitments are paid, maintaining sufficient credit facilities. The EDP Renováveis Group manages liquidity risk by arranging and maintaining credit facilities with its majority shareholder, or directly with domestic and international entities in the market, under optimal conditions, to ensure access to the financing required to continue its activities. Details of financial assets and financial liabilities by contractual maturity date are provided in notes 10 and 16. Cash flow and fair value interest rate risks In 2021 and 2020 the Company does not have a considerable amount of interest-bearing assets and as a result, income and cash flows from operating activities are not significantly affected by fluctuations in market interest rates. Interest rate risk arises from non-current borrowings, which are extended by Group companies. The loans have fixed interest rates, mitigating the risk of interest rate volatility. Details of hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11.
27 08. Investments in equity instruments of Group companies and associates Details of direct investments in equity instruments of Group companies and associates are as follows: THOUSAND EUROS 2021 2020 GROUP COMPANIES EDP Renováveis Brasil S.A. 424,471 254,576 EDP Renewables Europe, S.L.U. 3,079,340 3,079,340 EDP Renewables North America, LLC 4,555,090 4,462,403 EDP Renewables Canada, Ltd. 100,672 96,247 EDP Renováveis Servicios Financieros S.A. 274,892 274,892 EDPR România, S.R.L 25 25 Eolos Energias S.A.S E.S.P 63,284 32,668 Vientos del Norte S.A.S E.S.P 39,537 16,014 Solar Power Solutions, S.A.S. E.S.P. 59,768 57,915 Parque Solar Los Cuervos, S. de R.L. de C.V. 21,852 20,169 EDPR Vietnam 254 254 OMA Haedori Co., Ltd. 2,970 - EDP Renewables Chile, SpA 3,783 - Trung Son SG PTE. LTD. 13,867 - Aioliki Oitis Energiaki 246 - Other (See Appendix I) 10 10 Total 8,640,061 8,294,513 ASSOCIATES Solar Works BV 2,227 2,227 OW Offshore S.L. 350,158 18,628 Total 352,385 20,855 Total 8,992,446 8,315,368 (Note 10A) Movement in Group and associate equity instruments during 2021 and 2020 was as follows:
28 2021 THOUSAND EUROS 31.12.2020 ADDITIONS DISPOSALS CHANGES IN EXCHANGE RATES 31.12.2021 GROUP COMPANIES EDP Renováveis Brasil S.A. 254,576 169,708 - 187 424,471 EDP Renewables Europe, S.L 3,079,340 - - - 3,079,340 EDP Renewables North America, LLC 4,462,403 - -255,382 348,069 4,555,090 EDP Renewables Canada, Ltd 96,247 81,917 -85,932 8,440 100,672 EDP Renováveis Servicios Financieros S.A 274,892 - - - 274,892 EDPR România, S.R.L 25 - - - 25 Eolos Energía, S,A,S E.S.P 32,668 30,833 - -217 63,284 Vientos del Norte S.A.S E.S.P 16,014 23,636 - -113 39,537 Solar Power Solutions, S.A.S. E.S.P. 57,915 2,282 - -429 59,768 Parque Solar Los Cuervos, S. de R.L. de C.V. 20,169 - - 1,683 21,852 EDPR Vietnam 254 - - - 254 OMA Haedori Co., Ltd. - 2,970 - - 2,970 EDP Renewables Chile, SpA - 3,783 - - 3,783 Trung Son SG PTE. LTD. - 13,187 - 680 13,867 Aioliki Oitis Energiaki - 246 - - 246 Other (See Appendix I) 10 - - - 10 Total 8,294,513 328,562 -341,314 358,300 8,640,061 ASSOCIATES Solar Works BV 2,227 - - - 2,227 OW Offshore S.L. 18,628 331,530 - - 350,158 Total 20,855 331,530 - - 352,385 Total 8,315,368 660,092 -341,314 358,300 8,992,446 2020 THOUSAND EUROS 31.12.2019 ADDITIONS DISPOSALS CHANGES IN EXCHANGE RATES 31.12.2020 GROUP COMPANIES EDP Renováveis Brasil S.A. 233.113 29.451 - -7.988 254.576 EDP Renewables Europe, S.L 3.079.340 - - - 3.079.340 EDP Renewables North America, LLC 3.875.792 944.749 - -358.138 4.462.403 EDP Renewables Canada, Ltd 46.597 53.209 -3.559 96.247 EDP Renováveis Servicios Financieros S.A 274.892 - - - 274.892 EDPR România, S.R.L (previously EDPR RO PV S.L.R) 25 - - - 25 Eolos Energía, S,A,S E.S.P 27.256 5.290 - 122 32.668 Vientos del Norte S.A.S E.S.P 9.281 6.670 - 63 16.014 Solar Power Solutions, S.A.S. E.S.P. - 57.676 - 239 57.915 Parque Solar Los Cuervos, S. de R.L. de C.V. - 22.600 -134 -2.297 20.169 EDPR Vietnam - 254 - - 254 Other (See Appendix I) 10 - - - 10 Total 7.546.306 1.119.899 -134 -371.558 8.294.513 ASSOCIATES Solar Works BV 2.227 - - - 2.227 OW Offshore S.L. - 18.628 - - 18.628 Total 2.227 18.628 20.855 Total 7.548.533 1.138.527 -134 -371.558 8.315.368
29 A) Investments in Group companies and associates Details of direct and indirect investments in Group companies are provided in Appendix I. In 2021 and 2020 the Company financed its subsidiary EDP Renewables North America, LLC (EDPR NA) by subscribing successive capital increases/reductions for a net amount of Euros 255,382 thousand and Euros 944,749 thousand (US Dollars 267,959 and 1,118,538 thousand) representing a decrease in 2021 and an increase in 2020. In 2021 and 2020, the Company subscribed capital increases in EDP Renováveis Brasil S.A. for Euros 169,708 thousand and Euros 29,451 thousand (Brazilian Reals 1,067,668 and 180,000 thousand), respectively. In 2021 and 2020, the Company subscribed capital increases in EDP Renewables Canada for Euros 81,917 thousand and Euros 53,209 thousand (Canadian Dollars 121,600 and 82,400 thousand), respectively. In addition, a capital reduction was signed in July 2020 for Euros 85,932 thousand (Canadian Dollars 127,102 thousand). In 2021 and 2020, the Company subscribed capital increases in Eolos Energía, S.A.S E.S.P. for Euros 30,833 and Euros 5,290 thousand (Colombian Pesos 139,024 and 23.000 million), respectively. This acquisition entails a success fee of Euros 18,193 thousand (US Dollars 20,605 thousand), which the Company has recognised in other current financial liabilities (see note 16a). In 2021 and 2020, the Company subscribed capital increases in Vientos de Norte, S.A.S E.S.P. for Euros 23,636 and Euros 6,670 thousand (Colombian Pesos 106,567 and 29,000 million), respectively. This acquisition entails a success fee of Euros 6,177 thousand (US Dollars 6,996 thousand), which the Company has recognised in other current financial liabilities (see note 17a). During 2020 the Company entered into the purchase of the Colombian company Solar Power Solution, S.A.S E.S.P. for Euros 57,653 thousand (Colombian Pesos 237,589 million). This acquisition entails a success fee of Euros 46,030 thousand (US Dollars 52,134 thousand), which the Company has recognised in other non-current financial liabilities (Euros 40,022 thousand) and in other current financial liabilities (Euros 6,008 thousand) (see note 16a). In 2021, the Company subscribed a capital increase of Euros 2,282 thousand (Colombian Pesos 10,210 million). During 2021 the Company entered into the purchase of the South Korean company OMA Haedori Co., Ltd. for Euros 2,970 thousand (South Korean Won 4,007 million). This acquisition entailed a success fee of Euros 2,723 thousand (US Dollars 3,084 thousand), which the Company has recognised in other non-current financial liabilities (Euros 2,040 thousand) and in other current financial liabilities (Euros 683 thousand) (see note 16a). During 2021 the Company entered into the purchase of 5% of the Greek company Aioliki Oitis Energiaki E.P.E., for Euros 246 thousand. This acquisition entailed a success fee of Euros 226 thousand, which the Company has recognised in other non- current financial liabilities (Euros 53 thousand) and in other current financial liabilities (Euros 173 thousand) (see note 16a). During 2021 the Company entered into the purchase of the Singapore company Trung Son SG PTE. Ltd. for Euros 13,187 thousand (US dollars 15,705 thousand). This acquisition entailed a success fee of Euros 4,313 thousand (US Dollars 4,885 thousand), which the Company has recognised in other current financial liabilities (see note 16a). During 2021 the Company entered into the purchase of the Chilean companies Los Llanos Solar SpA, Parque Eólico San Andres, SpA and Parque Eolico Victoria, SpA for Euros 899 thousand (Chilean Pesos 792,744 thousand). Subsequently, the Company incorporated the Chilean company EDP Renewables Chile, SpA for Euros 1 thousand (Chilean Pesos 500 thou- sand) and subscribed a capital increases in this company by contributing shares in Chilean companies previously acquired. In addition, the Company subscribed capital increases in EDP Renewables Chile, SpA for Euros 2,883 thousand (Chilean Pesos 2,544 million)
30 During 2020 the Company entered into the purchase of the Mexican company Parque Solar Los Cuervos, S. de R.L. de C.V. for Euros 22,600 thousand (US Dollars 24,750 thousand). This acquisition entailed a success fee of Euros 1,834 thousand (US Dollars 2,078 thousand) at 31 December 2021 (1,693 at 31 December 2020), which the Company recognised in other current financial liabilities (see note 16a). In 2020, the Company incorporated the Vietnamese company EDPR Vietnam for Euros 254 thousand (Vietnamese Dong 7,207 million). During 2020 the Company recorded the 50% interest held in the company Ocean Winds Offshore, S.L. (formerly called EDPR Offshore España, S.L.) in the amount of Euros 18,628 thousand. In 2021, the Company subscribed capital increases in this company for Euros 331,530 thousand. Testing for impairment in investments in equity instruments Testing for impairment in investments in equity instruments is carried out annually. The recoverable amount is determined using the value in use. Shareholder discounted cash flows were used to carry out this analysis. This method is based on the principle that the esti- mated value of an entity or business is defined by its capacity to generate future financial resources, assuming that these resources can be withdrawn from the business and distributed among the Company's shareholders, without compromising the continuation of the activity. The amount was therefore based on free cash flows generated by each company's business, less appropriate discount rates and net debt. The projection period for future cash flows is the useful life of the assets (30 years for Wind and 35 years for Solar), which is in line with the current amortisation method. Cash flows also include long-term operating contracts and long-term estimates of energy prices, provided that the asset carries market prices risk. The following main assumptions are used for testing impairment: • Energy produced: the wind studies carried out are used to determine the net capacity factors used for each farm, which take into account the long-term predictability of wind production and that wind energy production is supported in almost all countries by regulations that allow priority production and supply whenever weather conditions allow. • Electricity remuneration: approved or contracted remuneration has been applied when available with regards the companies that benefit from regulated remuneration or that have signed agreements to sell their predetermined pro- duction over the entire useful life of the asset or a part of it; when this option was not available, prices were calcu- lated using price curves projected by the company using its experience, internal models and external information sources. • New capacity: tests were based on the best information available about the wind farms expected to be built in the coming years, adjusted by the likelihood that the planned projects will be completed successfully and by the compa- ny's growth prospects based on the objectives in the business plan, historical growth and projections of market size. Tests took into account the contracted and expected prices for acquiring turbines from several suppliers. • Operating costs: contracts entered into for land leases and maintenance agreements were used; other operating costs were projected in a manner consistent with the company's internal models and experience. • Residual value: residual value is taken as 15% of the initial investment in each wind farm, taking inflation into consid- eration. • Discount rate: the following discount rates used are after taxes and they reflect the EDPR Group's best estimate of the specific risks:
31 2021 2020 Europe (EUR) 2,9%-5,6% 3.5%-6.0% North America (USD) 4,6% 4.9%-7.1% Brazil (USD) 7,6%-9,3% 8.5%-10.2% Other 4,6%-7,7% 8.2% EDPR has performed the following sensitivity analyses on the results of the affected impairment tests. • 10% reduction in the market prices used in the reference scenario. This sensitivity analysis performed independently for such an assumption does not assume any impairment. • Increase in the discount rate used in the reference scenario of 100 base points. This sensitivity analysis performed independently for such an assumption does not assume any impairment. During 2020 the company reversed the measurement adjustment that it had recorded with respect to its interest in Ocean Winds Offshore, S.L. totalling Euros 3,103 thousand and recorded income under the impairment and profit/(loss) on the dis- posal of shareholdings heading in the income statement. Furthermore, no impairment has been recognised as a result of the tests performed during 2021 and 2020. Foreign currency The functional currencies of foreign operations are the currencies of the countries in which they are domiciled. These are primarily the US Dollar, the Canadian Dollar, the Brazilian Real and Colombian Pesos. Hedged investments Details of investments, the fair value of which is hedged against currency risk, at 31 December 2021 and 2020 are as follows: THOUSAND EUROS INTEREST COVERED INTEREST NOT COVERED TOTAL 2021 EDP Renováveis Brasil S.A. 19,611 404,860 424,471 EDP Renewables North America, LLC. (EDPR NA) 4,513,649 41,441 4,555,090 EDP Renewables Canada, Ltd 100,672 - 100,672 Eolos Energía, S,A,S E.S.P 11,684 51,600 63,284 Vientos del Norte S.A.S E.S.P 6,032 33,505 39,537 Solar Power Solutions, S.A.S. E.S.P. 23,053 36,715 59,768 Parque Solar Los Cuervos, S. de R.L. de C.V. 21,852 - 21,852 Trung Son SG PTE. LTD. 13,867 - 13,867 4,710,420 568,121 5,278,541 THOUSAND EUROS INTEREST COVERED INTEREST NOT COVERED TOTAL 2020 EDP Renováveis Brasil S.A. 19,220 235,356 254,576 EDP Renewables North America, LLC. (EDPR NA) 4,444,951 17,452 4,462,403 EDP Renewables Canada, Ltd 96,247 - 96,247 Eolos Energía, S,A,S E.S.P 1,750 30,918 32,668 Vientos del Norte S.A.S E.S.P 904 15,110 16,014 Solar Power Solutions, S.A.S. E.S.P. 3,454 54,461 57,915 Parque Solar Los Cuervos, S. de R.L. de C.V. 20,169 - 20,169 4,586,695 353,297 4,939,992
32 Management hedges foreign currency risk arising from the Company's investments in EDP Renewables North America, LLC., denominated in foreign currency. The changes in value due to exchange rate fluctuations of equity instruments and the changes in fair value of hedging in- struments are recognised in exchange gains/losses in the income statement. Details for 2021 and 2020 are as follows: THOUSAND EUROS GAINS/(LOSSES) 2021 EDPR NA EDPR BR EDPR CA OTHER TOTAL Investments in Group companies (note 11) 348,069 187 8,440 1,604 358,300 Hedging instruments Foreign currency derivatives (note 11) -172,326 985 -8.537 1,419 -178,459 Current account in foreign currency (note 11) -6,316 - - -2.363 -8,679 Fixed rate debt in foreign currency (note 11) -173,802 - - - -173.802 -4,375 1,172 -97 660 -2,640 THOUSAND EUROS GAINS/(LOSSES) 2020 EDPR NA EDPR BR EDPR CA OTHER TOTAL Investments in Group companies (note 11) -358,138 -7,988 -3,559 -1,873 -371,558 Hedging instruments Foreign currency derivatives (note 11) 223,172 7,717 3,568 -433 234,024 Current account in foreign currency (note 11) 179 - - 2,266 2,445 Fixed rate debt in foreign currency (note 11) 138,342 - - - 138,342 3,555 -271 9 -40 3,253 The hedging instruments used by the Company to hedge foreign currency risk arising from the investments in EDP Renew- ables North America, LLC. comprise: • hedging instrument consisting of EUR/USD swaps taken out with EDP Energias de Portugal, S.A. with a notional amount of USD 1,778,816 thousand. The fair value of the hedging instrument amounts to Euros 76,217 thousand at 31 December 2021 (Euros 31,970 thousand receivable at 31 December 2020) and has been recognised under invest- ments in Group companies and associates in non-current assets (Euros 2,143 thousand) and under current debt in current liabilities (Euros 78,360 thousand) (see note 11). During 2021 agreements of this kind have been settled gen- erating losses of Euros 7,000 thousand, which is recognised in the exchange differences account. At 31 December 2021 the net finance cost incurred on hedging instruments on net investments totalled Euros 15,311 thousand (net cost of Euros 45,561 thousand in 2020) and has been recognised in finance costs on debts with Group companies in the ac- companying income statement; • hedging instrument comprising a EUR/USD cross interest rate swap arranged with EDPR Servicios Financieros, S.A. for a notional amount of US Dollars 348,110 thousand (US Dollars 678,814 thousand in 2020). The fair value of the hedging instrument amounts to Euros 3,063 thousand at 31 December 2021 (Euros 44,208 thousand receivable at 31 December 2020) and has been recognised under non-current debt in non-current liabilities (see note 11). During 2021 this agree- ment has been settled in part, generating revenues of Euros 16,143 thousand, which is recognised in the exchange differences account. At 31 December 2021 the net finance cost incurred on hedging instruments on net investments totalled Euros 2,857 thousand (net cost of Euros 9,580 thousand in 2020) and has been recognised under finance costs on debt with Group companies in the accompanying income statement; • hedging instrument comprising a EUR/USD forwards arranged with EDP Finance, B.V. and EDP Energias de Portugal, SA for a notional amount of US Dollars 971,700 thousand. The fair value of the hedging instrument amounts to Euros 26,011 thousand at 31 December 2021 and has been recognised under Investments in Group companies and associ- ates in current assets (Euros 1,607 thousand) and under current debt in current liabilities (Euros 27,618 thousand) (see note 11).
33 • current account with EDPR Servicios Financieros, S.A. for an amount of US dollars 371,323 thousand at 31 December 2021 (USD 192,195 thousand at 31 December 2020). On 31 December 2021, the fair value of the current account amounts to Euros 327,850 thousand (Euros 156,625 thousand at 31 December 2020) and is recorded in the caption cash and cash equivalents of the attached balance sheet (see note 12). The current account has generated losses on exchange differences in 2021 for Euros 6,316 thousand (revenues of Euros 179 thousand in 2020); • loans received from EDP Finance BV in US Dollars with a notional amount of US Dollars 373,075 thousand (US Dollars 668,588 thousand in 2020). These loans have generated losses from exchange differences in 2021 of Euros 26,744 thousand (revenues of Euros 33,962 thousand in 2020); • loans received from EDP Renovaveis Servicios Financieros, S.A. in US Dollars with a notional amount of US Dollars 1,778,816 thousand (US Dollars 1,367,783 in 2020). These loans have generated losses from exchange differences in 2021 of Euros 147,058 thousand (revenues of Euros 104,380 thousand in 2020). To hedge the currency risk arising from the exposure of the investment in EDP Renováveis Brasil S.A., denominated in Bra- zilian Reals, the Company has arranged a hedging instrument comprising two swaps for a total notional amount of Brazilian Reals 120,500 thousand in 2021 and 2020. The net fair value of the hedging instrument amounts to Euros 10,893 thousand at 31 December 2021 (Euros 9,908 thousand at 31 December 2020) and has been recognised under Investments in Group companies and associates in current and non-current assets (Euros 5,424 thousand and Euros 5,469 thousand respectively) (see note 11). This hedging instrument incurred a net finance cost of Euros 1,145 thousand (cost of Euros 1,047 thousand in 2020), which has been recognised under finance costs on debt with Group companies in the accompanying income state- ment. To hedge the currency risk arising from the exposure of the investment in EDP Renewables Canada, Ltd, denominated in Canadian Dollars, the Company has arranged a hedging instrument comprising ten swaps for a total notional amount of Canadian Dollars 139,148 thousand (ten swaps for a total notional amount of Canadian Dollars 149,650 thousand in 2020). At 31 December 2021 the fair value of the hedging instrument amounts to Euros 5,454 thousand (Euros 1,583 thousand receivable at 31 December 2020) and has been recognised under debt in current and non-current liabilities (Euros 2,530 thousand and Euros 2,924 thousand respectively) (see note 11). During 2021 an agreement of this kind has been settled generating costs of Euros 1,500 thousand, which is recognised in the exchange differences account. These hedging instru- ments incurred a net finance cost of Euros 919 thousand (cost of Euros 935 thousand in 2020), which has been recognised under finance costs on debt with Group companies in the accompanying income statement. In order to avoid the exposure to exchange rate risk of the investment in the Colombian companies Eolos Energía, S.A.S E.S.P., Vientos de Norte, S.A.S E.S.P. and Solar Power Solution, S.A.S E.S.P., which are denominated in COP, the Company maintains a hedge instruments consisting of two swaps and three forwards with a total notional value of Colombian Pesos 184,577 million in 2021 (one swap for a total amount of Colombian Pesos 25,598 million in 2020). The fair value of the hedging instrument at 31 December 2021 totalled Euros 966 thousand (Euros 433 thousand payable at 31 December 2020), and is recognised under Investments in Group companies and associates in current and non-current assets (Euros 899 thou- sand and Euros 67 thousand respectively) (see note 11). During 2021 an agreement of this kind has been settled generating revenue of Euro 20 thousand, which is recognised in the exchange differences account. This hedging instrument incurred a net finance cost of Euros 278 thousand (Euros 30 thousand in 2020), which has been recognised under finance costs on debt with Group companies in the accompanying income statement. The Company financed the US dollar 22,672 thousand investment in the Mexican company Parque Solar Los Cuervos, S. de R.L. de C.V. using its US dollar denominated current account to avoid exposure to exchange-rate risk. On 31 December 2021, the fair value of the current account amounts to Euros 20,018 thousand (Euros 18,476 thousand at 31 December 2020) and is recorded in the caption Cash and cash equivalents on the attached balance sheet (see note 12). The current account has generated losses on exchange differences of Euros 1,683 thousand (income of Euros 2,266 thousand in 2020). The Company financed the US dollar 10,820 thousand investment in the Singapore company Trung Son SG PTE. LTD. using its US dollar denominated current account to avoid exposure to exchange-rate risk. On 31 December 2021, the fair value of the current account amounts to Euros 9,553 thousand and is recorded in the caption Cash and cash equivalents on the attached balance sheet (see note 12). The current account has generated losses on exchange differences of Euros 680 thou- sand.
34 09. Financial assets by category The classification of financial assets by category and class, as well as a comparison of the fair value and the carrying amount is as follows: 2021 THOUSAND EUROS NON-CURRENT CURRENT CARRY- ING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL CARRY- ING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL Financial assets at amor- tised cost: Loans - - - - 2,533 2,533 - 2,533 Other financial assets 471 471 - 471 1 1 - 1 Trade and other receivables - - - - 92,812 92,812 - 92,812 Total 471 471 - 471 95,346 95,346 - 95,346 Financial assets at cost: Equity instrument in Group companies 8,992,446 8,992,446 - 8,992,446 - - - - Other equity instruments 8,225 8,225 - 8,225 - - - - Total 9,000,671 9,000,671 - 9,000,671 - - - - Financial assets at fair value through profit or loss: Hedging derivatives traded on OTC markets - - 7,679 7,679 - - 15,625 15,625 Total - - 7,679 7,679 15,625 15,625 Total financial assets 9,001,142 9,001,142 7,679 9,008,821 95,346 95,346 15,625 110,971 2020 THOUSAND EUROS NON-CURRENT CURRENT CARRYING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL CARRYING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL Financial assets at amor- tised cost: Loans - - - - 904 904 - 904 Other financial assets 753 753 - 753 1 1 - 1 Trade and other receiva- bles - - - - 115,699 115,699 - 115,699 Total 753 753 - 753 116,604 116,604 - 116,604 Financial assets at cost: Equity instruments in Group companies 8,315,368 8,315,368 - 8,315,368 - - - - Other equity instruments 7,628 7,628 - 7,628 - - - - Total 8,322,996 8,322,996 - 8,322,996 - - - - Financial assets at fair value through profit or loss: Hedging derivatives traded on OTC markets - - 55,327 55,327 - - 44,466 44,466 Total - - 55,327 55,327 - - 44,466 44,466 Total financial assets 8,323,749 8,323,749 55,327 8,379,076 116,604 116,604 44,466 161,070
35 Net gains and losses by category of financial assets, except for derivative instruments used to hedge foreign-currency de- nominated shareholdings, are as follows: THOUSAND EUROS 2021 FINANCIAL ASSETS AT AMORTISED COST, GROUP COMPANIES FINANCIAL ASSETS AT AMORTISED COST OTHER ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS TOTAL Finance income - 1 - 1 Change in fair value of financial instruments - - 7,623 7,623 Net gains/(losses) in profit and loss - 1 7,623 7,624 THOUSAND EUROS 2020 FINANCIAL ASSETS AT AMORTISED COST, GROUP COMPANIES FINANCIAL ASSETS AT AMORTISED COST, OTHER ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS TOTAL Finance income - 1 - 1 Dividends (note 20b) 1,472,089 - - 1,472,089 Change in fair value of financial instruments - - 72 72 Net gains/(losses) in profit and loss 1,472,089 1 72 1,472,162 10. Investments and trade receivables A) Investments in Group companies Details of investments in Group companies and associates are as follows: THOUSAND EUROS 2021 2020 NON-CURRENT CURRENT NON-CURRENT CURRENT GROUP Equity instruments (note 8) 8,992,446 - 8,315,368 - Derivative financial instruments (note 11) 7,679 15,625 55,327 44,466 Loans to Group companies and associates - 2,518 - 889 Other financial assets - - 63 - Trade and other receivables - 92,366 - 115,158 9,000,125 110,509 8,370,758 160,513 Current loans to Group companies and associates at 31 December 2021 mainly consist of the US dollar 2,500 thousand (Euros 2,208 thousand) granted to the associate Solar Works. This loan has generated gains on exchange differences in 2021 for Euros 160 thousand (cost in 2020 for Euros 105 thousand).
36 B) Classification by maturity The classification of financial assets by maturity is as follows: 2021 THOUSAND EUROS 2022 2023 2024 2025 SUBSEQUENT YEARS LESS CURRENT PORTION TOTAL NON- CURRENT Loans to companies 2,533 - - - - -2.533 - Derivative financial instruments 15,625 5,536 2,143 - - -15,625 7,679 Other financial assets 1 - - - 471 -1 471 Trade and other receivables 92,812 - - - - -92,812 - Total 110,971 5,536 2,143 - 471 -110,971 8,150 2020 THOUSAND EUROS 2021 2022 2023 2024 SUBSEQUENT YEARS LESS CURRENT PORTION TOTAL NON- CURRENT Loans to companies 904 - - - - -904 - Derivative financial instruments 44,466 5,772 48,846 709 - -44,466 55,327 Other financial assets 1 63 - - 690 -1 753 Trade and other receivables 115,699 - - - - -115,699 - Total 161,070 5,835 48,846 709 690 -161,070 56,080 C) Trade and other receivables Details of trade and other receivables are as follows: CURRENT THOUSAND EUROS 2021 2020 Group (See note 20): 92,366 115,158 Customers 70,430 59,662 Other receivables 21,936 55,496 Unrelated parties: 447 542 Other receivables 446 541 Public entities, other 1 1 Total 92,813 115,700 The book value of these assets does not differ significantly from their fair value does not differ from the fair value. Trade receivables from Group companies in 2021 and 2020 essentially reflect the balance receivable under management support service contracts arranged with EDP Renewables Europe S.L.U and EDP Renewables North America, LLC in 2013 (See note 20 b.). Other Group receivables mainly include corporate income tax totalling Euros 21,936 thousand (Euros 35,465 thousand in 2020) (see note 18) and additionally, in 2020 the dividend receivable from EDP Renovaveis Brasil, S.A. amounted to Euros 20,031 thousand)
37 D) Exchange differences recognised in profit or loss in relation to financial assets Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows: 2021 2020 THOUSAND EUROS SETTLED OUTSTANDING SETTLED OUTSTANDING Hedged investments in Group companies (note 8) - 358,300 - -371,558 Hedging derivatives of net investments in foreign oper- ations 20 6,134 14,076 119,309 Other financial assets 634 757 2,135 -762 Trade and other receivables - - 154 -3,240 Cash and cash equivalents - -9,475 - 2,586 Total financial assets 654 355,716 16,365 -253,665 11. Derivative financial instruments Details of derivative financial instruments are as follows: 2021 ASSETS LIABILITIES THOUSAND EUROS NON-CURRENT CURRENT NON-CURRENT CURRENT HEDGING DERIVATIVES a) Fair value hedges Net investment hedging swaps (note 8) 7,679 5,641 5,987 80,890 Net investment hedging forwards (see note 8) - 2,289 - 27,618 Total 7,679 7,930 5,987 108,508 DERIVATIVES AT FAIR VALUE THROUGH CHANGES IN PROFIT OR LOSS b) Foreign currency derivatives FX forward - 7,695 - 5,608 Total derivatives 7,679 15,625 5,987 114,116 2020 ASSETS LIABILITIES THOUSAND EUROS NON-CURRENT CURRENT NON-CURRENT CURRENT HEDGING DERIVATIVES a) Fair value hedges Net investment hedging swaps (note 8) 55,327 44,394 12,014 471 Total 55,327 44,394 12,014 471 DERIVATIVES AT FAIR VALUE THROUGH CHANGES IN PROFIT OR LOSS b) Foreign currency derivatives FX forward - 72 - 1,924 Total derivatives 55,327 44,466 12,014 2,395
38 Fair value of derivative financial instruments is based on quotes indicated by external entities, which are compared in each date of report to fair values available in common financial information platforms. These entities use discounted cash flows techniques usually accepted and data from public markets. The only exceptions are the CIRS in USD/EUR with EDP SA and EDP Renovaveis Servicios Financieros SA, which fair values are determined by the Financial Departments of EDP and EDPR respectively, using the same above-mentioned discounted cash flows techniques and data. As such, according to accounting policies requirements, the fair value of the derivative financial instruments is classified as of level 2 (see note 25) and no changes of level were made during this period. A) Fair value hedges The total amount of gains and losses on hedging instruments and on items hedged under fair value hedges of net invest- ments in Group companies is as follows: GAINS/(LOSSES) THOUSAND EUROS 2021 2020 FORWARD EXCHANGE CONTRACTS: Investments in Group companies (note 8) 358,300 -371,558 Foreign currency derivatives (note 8) -178,346 234,024 Current account in foreign currency (note 8) -8,679 2,445 Fixed rate debt (note 8) -173,802 138,342 -2,527 3,253 B) Foreign currency derivatives In order to eliminate the exchange rate risk on the success fee recognised as a result of the acquisition of the Colombian companies (see note 8), in 2021 and 2020 the Company has arranged several futures contracts on the US Dollar exchange rate for a notional amount of Euros 68,068 thousand (US Dollars 79,731 thousand). The fair value of those instruments totalling Euros 2,151 thousand is recognised under the heading Current investments in Group companies and associates and Euros 51 thousand is recognieds under the heading Current debt (Euros 72 thousand and Euros 1,924 thousand in 2020 respectively). During 2021 contracts of this type were settled and a profit generated, which was recognised in the income statement under impairment and proceeds on disposals of equity instruments for Euros 1,999 thousand. During 2021, the Company has implemented a strategy to hedge the transactional foreign exchange exposure arising from the Sunseap acquisition arranging several futures contracts on the Singapore Dollar exchange rate for a notional of Euros 1,329,701 thousand (Singapore Dollar 2,051,967 thousand). The fair value of those instruments totalling Euros 5,542 thou- sand is recognised under the heading Current investments in Group companies and associates and Euros 5,557 is recognised under the heading Current debt. In addition, at the end 2021, the Company has also implemented a strategy to hedge the transactional foreign exchange exposure arising from the EaSup acquisition project in Vietnam arranging several futures contracts on the USD Dollar ex- change rate for a notional of Euros 4,041 thousand (US Dollar 4,610 thousand). The fair value of those instruments totalling Euros 2 thousand at 31 December 2021 and is recognised under the heading Current investments in Group companies and associates.
39 12. Cash and cash equivalents Details of cash and cash equivalents are as follows: THOUSAND EUROS 2021 2020 Cash in hand and at banks 62 58 Other cash equivalents 2,435,547 1,508,824 2,435,609 1,508,882 In accordance with the terms of the contract signed by the parties on 1 June 2015, cash and cash equivalents at 31 December 2021 and 2020 include the balance of the US Dollar current account with EDPR Servicios Financieros S.A. of Euros 367,841 thousand and Euros 183,496 thousand, respectively. This item also records the denominated current ac- count balance of Euros 2,067,706 at 31 December 2021 with EDPR Servicios Financieros, S.A. (Euros 1,325,326 thousand in 2020). 13. Capital and reserves Details of equity and movement during 2021 and 2020 are shown in the statement of changes in equity. A) Subscribed capital On April 15, 2021, EDPR made a capital increase by issuing 88,250,000 ordinary shares, with a par value of 5 Euros each and a subscription price of 17 Euros per share, with the exclusion of the pre-emptive subscription rights of the Company´s shareholders. The new shares are fungible with EDPR’s other shares and will confer on their holders, as from the date of the respective issue, the same rights as the other shares existing prior to the capital increase. As such, the share capital of EDPR at 31 December 2021 amounts to 4,802,790,810 euros, represented by 960,558,162 shares of 5 euros par value each, all of a single class and series. The shares are in book-entry bearer form, the company is entitled to request the listing of its shares and all the sharehold- ers are registered in the relevant book-entry records. These shares have the same voting and profit-sharing rights and are freely transferable. EDP Renováveis, S.A. shareholder's structure as at 31 December 2021 is analysed as follows 2021 COMPANY NUMBER OF SHARES PERCENTAGE OF OWNERSHIP EDP - Energías de Portugal, S.A. Sucursal en España 720,191,372 74.98% Others (shares quoted on the Lisbon stock exchange) 240,366,790 25.02% 960,558,162 100.00% EDP Renováveis, S.A. shareholder's structure as at 31 December 2020 is analysed as follows 2020 COMPANY NUMBER OF SHARES PERCENTAGE OF OWNERSHIP EDP - Energías de Portugal, S.A. Sucursal en España 720,191,372 82.56% Others (shares quoted on the Lisbon stock exchange) 152,116,790 17.44% 872,308,162 100.00% B) Share premium This reserve is freely distributable
40 C) Reserves Details of reserves and movement during the year reflect the proposed distribution of profit approved by the shareholders at their annual general meeting (see note 3). At 31 December, reserves are as follows: THOUSAND EUROS 2021 2020 RESERVES: Legal reserve 214,828 75,971 Voluntary reserve 1,481,561 308,690 Negative reserve for costs of the public share offering -46,592 -34,570 1,649,797 350,091 Legal reserve Pursuant to the Revised Spanish Companies Act, in force since 1 September 2010, companies are required to transfer 10% of profits for the year to a legal reserve until this reserve reaches an amount equal to 20% of share capital. The legal reserve may be used to increase capital. Except for this purpose, until the reserve exceeds 20% of share capital it may only be used to offset losses if no other reserves are available. At 31 December 2021 the amount of this reserve is Euros 214,828 thousand (Euros 75,971 thousand in 2020). This reserve has still not been appropriated with the minimum amount required by the Spanish Companies Act. Voluntary reserve These reserves are freely distributable. Negative reserve for costs of the public share offering As a result of the public share offering, the Company incurred a number of expenses associated with the capital increase, which have been recognised in this item net of the tax effect. 14. Provisions Movement in provisions during 2021 and 2020 is as follows: THOUSAND EUROS BALANCE AT 31.12.19 ADDITIONS APPLICATIONS BALANCE AT 31.12.20 ADDITIONS APPLICATIONS BALANCE AT 31.12.21 Personnel ex- pense 836 300 -339 797 300 -497 600 Total 836 300 -339 797 300 -497 600 Additions are recorded under the personnel expense as multi-year remuneration obligations. Provisions applied mainly re- flect the reclassification of salaries payable to current liabilities. In 2021 and 2020, the amount recognised as a provision is the directors' best estimate at the reporting date of the expendi- ture required to settle the present obligation.
41 15. Financial liabilities by category The classification of financial liabilities by category and class and a comparison of the fair value with the carrying amount are as follows: 2021 THOUSAND EUROS NON-CURRENT CURRENT THOUSAND EUROS CARRYING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL CARRYING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL Financial liabilities at amortised cost: Group companies: Fixed rate 2,309,596 2,331,968 - 2,309,596 310,448 310,448 - 310,448 Other financial liabilities (note 8) 42,121 42,121 - 42,121 76,503 76,503 - 76,503 Trade and other paya- bles - - - - 48,800 48,800 - 48,800 Total 2,351,717 2,374,089 - 2,374,717 435,751 435,751 - 435,751 Financial liabilities at fair value through profit or loss: Hedgind derivatives traded on OTC markets - - 5,987 5,987 - - 114,116 114,116 Total - - 5,987 5,987 - - 114,116 114,116 Total financial liabilities 2,351,717 2,374,089 5,987 2,357,704 435,751 435,751 114,116 549,867 2020 THOUSAND EUROS NON-CURRENT CURRENT THOUSAND EUROS CARRYING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL CARRYING AMOUNT FAIR VALUE AT FAIR VALUE TOTAL Financial liabilities at amortised cost: Group companies: Fixed rate 2,447,620 2,553,175 - 2,447,620 116,664 116,664 - 116,664 Other financial liabilities (note 8) 61,664 61,664 - 61,664 50,765 50,765 - 50,765 Trade and other payables - - - - 21,275 21,275 - 21,275 Total 2,509,284 2,614,839 - 2,509,284 188,704 188,704 - 188,704 Financial liabilities at fair value through profit or loss: Hedging derivatives traded on OTC markets - - 12,014 12,014 - - 2,395 2,395 Total - - 12,014 12,014 - - 2,395 2,395 Total financial liabilities 2,509,284 2,614,839 12,014 2,521,298 188,704 188,704 2,395 191,099
42 Net losses and gains by financial liability category are as follows: 2021 THOUSAND EUROS LIABILITIES AT AMORTISED COST, GROUP COMPANIES LIABILITIES AT AMORTISED COST THIRD PARTIES LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS TOTAL Finance cost 110,380 1,547 - 111,927 Change in fair value of financial instruments - - 3,684 3,684 Total 110,380 1,547 3,684 115,611 2020 THOUSAND EUROS LIABILITIES AT AMORTISED COST, GROUP COMPANIES LIABILITIES AT AMORTISED COST THIRD PARTIES LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS TOTAL Finance cost 112,914 136 - 113,050 Change in fair value of financial instruments - - 2,828 2,828 Total 112,914 136 2,828 115,878 16. Debt and trade payables A) Debt with Group companies Details of debt with Group companies are as follows: 2021 2020 THOUSAND EUROS NON-CURRENT CURRENT NON-CURRENT CURRENT Group (note 19) Debt with Group Companies (note 18b) 2,309,596 310,448 2,447,620 116,664 Interest - 32,115 - 22,850 Derivative financial instruments (note 11) 5,987 114,116 12,014 2,395 Suppliers of fixed assets - - - 22,601 Other financial liabilities 7,000 - - Unrelated parties Other financial liabilities 42,121 37,388 61,664 5,283 Total 2,357,704 501,067 2,521,298 169,793 Other non-current and current financial liabilities at 31 December 2021 and 2020 mainly relate to the success fees deriving from the acquisitions of the companies mentioned in Note 8, as follows: 2021 NON-CURRENT CURRENT THOUSAND EUROS EUROS DOLLARS EUROS DOLLARS Eolos Energía, S,A,S E.S.P - - 18,193 20,605 Vientos del Norte S.A.S E.S.P - - 6,177 6,996 Solar Power Solutions, S.A.S. E.S.P. 40,022 45,329 6,008 6,805 Parque Solar Los Cuervos, S. de R.L. de C.V. - - 1,834 2,078 Trung Son SG PTE. LTD. - - 4,313 4,885 OMA Haedori Co., Ltd. 2,040 2,310 683 774 Other financial liabilities* 59 - 174 - Total 42,121 47,639 37,382 42,143
43 2020 NON-CURRENT CURRENT THOUSAND EUROS EUROS DOLLARS EUROS DOLLARS Eolos Energía, S,A,S E.S.P 16,792 20,605 - - Vientos del Norte S.A.S E.S.P 5,701 6,996 - - Solar Power Solutions, S.A.S. E.S.P. 39,164 48,059 3,590 4,405 Parque Solar Los Cuervos, S. de R.L. de C.V. - - 1,693 2,078 Other financial liabilities 7 - 31 - Total 61,664 75,660 5,314 6,483 *Include Aioliki Oitis Energiaki E.P.E. success fee amounting to Euros 226 thousand (see note 8), among others. B) Main characteristics of debt The terms and conditions of loans and debt are as follows: 2021 THOUSAND EUROS CARRYING AMOUNT TYPE CURRENCY EFFECTIVE RATE NOMINAL RATE MATURITY NOMINAL AMOUNT CURRENT NON-CUR- RENT EDP Finance USD 4.99% 4.42% 2023 133,682 98,948 34,734 EDP Finance USD 4.75% 4.75% 2024 195,289 - 195,289 EDPR Servicios Financieros USD 3.13% 3.13% 2025 133,513 - 133,513 EDPR Sercicios Financieros USD 3.13% 3.13% 2025 86,239 - 86,239 EDPR Servicios Financieros USD 3.75% 3.75% 2030 219,753 - 219,753 EDPR Servicios Financieros USD 2.22% 2.22% 2026 185,414 - 185,414 EDPR Servicios Financieros USD 3.02% 3.02% 2030 185,414 - 185,414 EDPR Servicios Financieros USD 3.25% 3.25% 2031 456,251 - 456,251 EDPR Servicios Financieros USD 2.31% 2.31% 2026 245,673 - 245,673 EDPR Servicios Financieros USD 5.18% 5.18% 2023 132,439 - 132,439 EDPR Servicios Financieros USD 4.41% 4.41% 2024 264,877 - 264,877 EDPR Servicios Financieros EUR 2.02% 2.02% 2023 170,000 - 170,000 EDPR Servicios Financieros EUR 1.74% 1.74% 2022 115,000 115,000 - EDPR Servicios Financieros EUR 1.74% 1.74% 2022 96,500 96,500 - Total 2,620,044 310,448 2,309,596 2020 THOUSAND EUROS CARRYING AMOUNT TYPE CURRENCY EFFECTIVE RATE NOMINAL RATE MATURITY NOMINAL AMOUNT CURRENT NON-CUR- RENT EDP Finance USD 4.99% 4.42% 2023 240,019 116,664 123,355 EDP Finance USD 4.75% 4.75% 2024 180,250 - 180,250 EDPR Servicios Financieros USD 3.13% 3.13% 2025 123,231 - 123,231 EDPR Sercicios Financieros USD 3.13% 3.13% 2025 79,598 - 79,598 EDPR Servicios Financieros USD 3.75% 3.75% 2030 202,829 - 202,829 EDPR Servicios Financieros USD 2.22% 2.22% 2026 171,135 - 171,135 EDPR Servicios Financieros USD 3.02% 3.02% 2030 171,135 - 171,135 EDPR Servicios Financieros USD 3.25% 3.25% 2031 421,115 - 421,115 EDPR Servicios Financieros USD 2.31% 2.31% 2026 226,754 - 226,754 EDPR Servicios Financieros USD 5.18% 5.18% 2023 122,239 - 122,239 EDPR Servicios Financieros USD 4.41% 4.41% 2024 244,479 - 244,479 EDPR Servicios Financieros EUR 2.02% 2.02% 2023 170,000 - 170,000 EDPR Servicios Financieros EUR 1.74% 1.74% 2022 115,000 - 115,000 EDPR Servicios Financieros EUR 1.74% 1.74% 2022 96,500 - 96,500 Total 2,564,284 116,664 2,447,620
44 During 2017, the Company and EDP Finance BV agreed to modify certain clauses of the debt contract they had arranged for US Dollars 447,403 thousand. From an accounting perspective, these modifications did not give rise to significant changes in the existing terms and conditions. At 31 December 2021 an amount of Euros 426 thousand (Euros 1,353 thousand at 31 December 2020) is recognised in debt with Group companies and associates on account of commissions for the afore- mentioned modification, of which Euros 927 thousand is recorded as current and will be taken to the income statement in 2021. During 2020, new fixed rate loans in US Dollars were arranged with EDPR Renovaveis Servicios Financieros, S.A. for US Dollars 1,712,783 thousand (Euros 1,395,797 thousand at 31 December 2020). C) Trade and other payables Details of trade and other payables are as follows: THOUSAND EUROS 1CURRENT 2021 2020 GROUP Payables 19,708 11,716 Total 19,708 11,716 UNRELATED PARTIES Payables 21,695 4,158 Salaries payable 7,397 5,401 Public entities, other (note 18) 1,030 818 Total 30,122 10,377 Total 49,830 22,093 The book value of these liabilities does not differ significantly from their fair value does not differ from the fair value. The payables, Group companies balance in 2021 and 2020 mainly comprises expenses invoiced by EDP - Energías de Por- tugal, S.A. and EDP - Energías de Portugal, S.A. (Sucursal en España) for management services. It also records the value added tax payable totalling Euros 6,636 thousand (Euros 5,643 thousand in 2020) resulting from the Company pertaining to the tax consolidation group led by EDP- Energias de Portugal, S.A. Sucursal en España (see Note 18). The payables, Unrelated parties balance in 2021 comprises mainly expenses accruals arising from the Sunseap acquisition amounting to 8,161 Euros thousands and the first installement of a grant received from the European Climate, Infrastructure and Environment Executive Agency (CINEA) for the development and operation of 100 MW electrolyzer, amounting to Euros 10,500 thousand, where the Company acts as coordinator, and which it is pending to refund to the beneficiaries. D) Classification by maturity The classification of financial liabilities by maturity is as follows: 2021 THOUSAND EUROS 2022 2023 2024 2025 SUBSEQUENT YEARS LESS CURRENT PORTION TOTAL NON- CURRENT Derivative financial instru- ments 114,116 4,724 1,263 - - -114,116 5,987 Debt with Group Companies and associates 342,563 337,173 460,166 219,752 1,292,505 -342,563 2,309,596 Other financial liabilities 44,388 42,121 - - - -44,388 42,121 Trade and other payables 48,800 - - - - -48,800 - Total financial liabilities 549,867 384,018 461,429 219,752 1,292,505 -549,867 2,357,704
45 2020 THOUSAND EUROS 2021 2022 2023 2024 SUBSEQUENT YEARS LESS CURRENT PORTION TOTAL NON- CURRENT Derivative financial instru- ments 2,395 12,004 10 - - -2,395 12,014 Debt with Group Companies and associates 162,115 211,500 415,594 424,728 1,395,798 -162,115 2,447,620 Other financial liabilities 5,314 61,664 - - - -5,314 61,664 Trade and other payables 21,275 - - - - -21,275 - Total financial liabilities 191,099 285,168 415,604 424,728 1,395,798 -191,099 2,521,298 E) Exchange differences recognised in profit or loss in relation to financial liabilities Details of exchange differences recognised in profit or loss in relation to financial instruments, distinguishing between settled and outstanding transactions, are as follows: THOUSAND EUROS 2021 2020 SETTLED OUTSTANDING SETTLED OUTSTANDING Non-current debt with Group companies and associates -1,377 -172,425 -4,957 143,299 Hedging derivatives of net investments in foreign operations 7,643 -192,256 -16,756 117,395 Other financial liabilities - -5,895 92 5,741 Trade and other payables -25 - 5 - Total financial liabilities 6,241 -370,576 -21,616 266,435 17. Late payments to suppliers Final provision two of Law 31/2014 of 3 December 2014, amending the Spanish Companies Act to introduce improvements to corporate governance, amends additional provision three of Law 15/2010 of 5 July 2010, amending Law 3/2004 of 29 December 2004 establishing measures to combat late payment, to require that all commercial companies expressly disclose average supplier payment periods in the notes to the annual accounts. The following table shows the average supplier pay- ment period, transactions paid ratio, transactions payable ratio, total payments made and total payments outstanding at the reporting date: 2021 2020 DAYS DAYS Average supplier payment period 31 26 Transactions paid ratio 36 51 Transactions payable ratio 7 4 Total payments made 66,096 26,588 Total payments outstanding 12,808 29,312
46 18. Taxation Details of balances with public entities are as follows: 2021 2020 THOUSAND EUROS NON-CURRENT CURRENT NON-CURRENT CURRENT ASSETS Deferred tax assets 38,637 - 23,700 - Public entities, other - 1 - 1 Total 38,637 1 23,700 1 LIABILITIES Deferred tax liabilities 73,008 - 65,717 - Social Security - 602 - 473 Withholdings - 428 - 345 Total 73,008 1,030 65,717 818 The Company files consolidated income tax and value added tax returns. The parent of this consolidated tax group is EDP- Energías de Portugal, S.A. Sucursal en España. At 31 December 2021 the Company has recognised income tax receivable of Euros 21,936 thousand (Euros 35,464 thousand in 2020) and VAT payable of Euros 6,636 thousand (Euros 5,643 thousand in 2020). These balances have been included in receivables, Group companies and associates and payables, Group compa- nies and associates in the balance sheet (see notes 10c and 16c). In 2020, the taxation authorities concluded the inspection of the consolidated tax group's income taxes for 2013 to 2016, without it having had a significant impact for the Company. In accordance with prevailing legislation, taxes cannot be considered definitive until they have been inspected by the taxation authorities or the inspection period has elapsed. Taking into account the aforementioned inspection period, at 31 December 2021 the Company has the following main applicable taxes open to inspection: TAX YEARS OPEN TO INSPECTION Corporate income tax 2017-2020 Value added tax 2017-2021 Personal income tax 2017-2021 Capital gains tax 2017-2021 Tax on economic activities 2017-2021 Social Security 2017-2021 Non-residents 2017-2021 Due to the treatment permitted by fiscal legislation of certain transactions, additional tax liabilities could arise in the event of an inspection. In any case, the Company's Directors do not consider that any such liabilities that could arise would have a significant effect on the annual accounts. A) Income tax The Company files consolidated tax returns as part of the Group headed by EDP Energías de Portugal, S.A. Sucursal en España.
47 A reconciliation of net income and expenses for the year with taxable income is as follows: 2021 INCOME STATEMENT INCOME AND EXPENSE RECOGNISED IN EQUITY THOUSAND EUROS INCREASES DECREASES NET INCREASES DECREASES NET TOTAL Profit/(loss) for the year -95,471 -95,471 Corporate income tax -31,777 -31,777 Profit before income tax -127,248 -127,248 PERMANENT DIFFERENCES Individual company 140 - 140 - - - 140 Consolidation adjust- ments - - - - - - - TEMPORARY DIFFERENCES: originating in current year 10,099 - 10,099 - - - 10,099 originating in prior years - -29,232 -29,232 - - - -29,232 Taxable income -146,241 -146,241 2020 INCOME STATEMENT INCOME AND EXPENSE RECOGNISED IN EQUITY THOUSAND EUROS INCREASES DECREASES NET INCREASES DECREASES NET TOTAL Profit/(loss) for the year 1,388,573 1,388,573 Corporate income tax -27,500 -27,500 Profit before income tax 1,361,073 1,361,073 PERMANENT DIFFERENCES Individual company 1,492 -3,103 -1,611 - - - -1,611 Consolidation adjust- ments - -1,472,089 -1,472,089 - - - -1,472,089 TEMPORARY DIFFERENCES: originating in current year originating in prior years -29,232 -29,232 - - - -29,232 Taxable income -141,859 -141,859 Decreases in permanent differences in 2020 mainly reflect dividends of Euros 836,704 thousand received from EDP Renew- ables Europe S.L.U.,Euros 10,470 thousand from EDP Renováveis Servicios Financieros S.A., Euros 612,445 thousand from EDP Renewables North America, LLC and Euros 12,470 thousand from EDP Renovaveis Brasil, S.A. Increases under temporary differences in 2021 reflect costs relating to the recognition of the expenses accruals (invoices to be received), which are considered to be non-deductible expenses. Decreases in temporary differences in 2021 and 2020 mainly reflect the tax amortisation of the financial goodwill of EDPR NA (Euros 29,163 thousand) and the reversal of the amortisation limit (Euros 69 thousand).
48 The relationship between tax income and accounting profit for the year is as follows: 2021 THOUSAND EUROS GAINS AND LOSSES EQUITY TOTAL Profit/(loss) for the year before tax -127,248 - -127,248 Tax at 25% -31,812 - -31,812 Non-deductible expenses Provisions 35 - 35 Income tax expense/(income) -31,777 - -31,777 2020 THOUSAND EUROS GAINS AND LOSSES EQUITY TOTAL Profit/(loss) for the year before tax 1,361,073 - 1,361,073 Tax at 25% 340,268 - 340,268 Non-deductible expenses Provisions -403 - -403 Non-taxable income Dividends -368,022 - -368,022 Prior years' adjustments 657 - 657 Income tax expense/(income) -27,500 - -27,500 Details of income tax are as follows: THOUSAND EUROS 2021 2020 CURRENT TAX Present year -36,560 -35,465 Prior years' adjustments -2,195 -8,943 Total -38,755 -44,408 DEFERRED TAX Unrecognised tax credits carried forward - 352 Non-deductible expenses -2,525 - Expense for reduction in deferred tax assets 2,195 9,239 Tax amortisation of EDPR NA goodwill 7,291 7,291 Non-deductible amortisation 17 26 Total 6,978 16,908 Total -31,777 -27,500 Expense for reduction in deferred tax assets in 2021 and 2020 comprises the tax credit adjustment relating to non-deductible finance costs originating in prior years. In 2021, the Company has recognised tax credits amounting to Euro 58,496 thousand (Euros 14,624 thousand tax paid) and has contributed tax credits to the tax group amounting to 87,745 thousand (Euros 21,936 thousand tax paid). In 2020 ,the Company adjusted capitalised tax credits amounting to Euros 1,408 thousand (Euros 352 thousand tax paid) reflecting the best estimate of the Company's tax losses generated in prior years.
49 Details of deferred tax assets and liabilities by type of asset and liability are as follows: ASSETS LIABILITIES NET THOUSAND EUROS 2021 2020 2021 2020 2021 2020 Tax loss carryforwards 36,036 21,413 - - 36,037 21,413 Tax amortisation of EDPR NA goodwill - -73,008 -65,717 -73,008 -65,717 Non-deductible expenses 2,525 - - - 2,525 - Non-deductible amortisation 76 92 - - 75 92 Limited deductibility of finance costs under RD 12/2012 - 2,195 - - - 2,195 Total assets/liabilities 38,637 23,700 -73,008 -65,717 -34,371 -42,017 Movement in deferred tax assets and liabilities in 2021 and 2020 is as follows: THOUSAND EUROS BALANCE AT 31.12.19 ADDITIONS DISPOSALS BALANCE AT 31.12.20 ADDITIONS DISPOSALS BALANCE AT 31.12.21 ASSETS Tax loss carryfor- wards 21,765 - -352 21,413 14,624 - 36,037 Limited deductibil- ity of finance costs under RD 12/2012 11,434 - -9,239 2,195 - -2,195 - Non-deductible expenses - - - - 2,525 - 2,525 Non-deductible amortisation 118 - -26 92 - -17 75 Total 33,317 - -9,617 23,700 17,149 -2,212 38,637 LIABILITIES Tax amortisation of goodwill -58,426 - -7,291 -65,717 - -7,291 -73,008 Total -58,426 - -7,291 -65,717 - -7,291 -73,008 Details of deferred tax assets and liabilities that are expected to be realised or reversed in periods exceeding 12 months are as follows: THOUSAND EUROS 2021 2020 Tax loss carryforwards 36,037 21,413 Non-deductible amortisation 75 92 Tax amortisation of EDPR NA goodwill -73,008 -65,717 Limited deductibility of finance costs under RD 12/2012 - 2,195 Net -36,896 -42,017 19. Environmental information Given that the Company's activities to develop, construct and operate energy production facilities are carried out through Group companies rather than directly, the Company does not consider it necessary to make investments to prevent or correct any impact on the environment or make any environmental provisions. These annual accounts do not include any environmental costs. The directors consider that no significant environmental contingencies exist.
50 20. Related party balances and transactions A) Related party balances Balances receivable from and payable to Group companies and related parties, including key management personnel and directors, and the main details of these balances, are disclosed in notes 10 and 16 (a). Details of balances by category are as follows: 2021 THOUSAND EUROS PARENT GROUP COMPANIES/ ASSOCIATES TOTAL Non-current investments in Group companies - 8,892,446 8,892,446 Other financial assets - - - Derivatives 7,679 - 7,679 Total non-current assets 7,679 8,892,446 8,900,125 Trade and other receivables 506 91,860 92,366 Derivatives 15,625 - 15,625 Other financial assets - 2,518 2,518 Cash - 2,435,547 2,435,547 Total current assets 16,131 2,529,925 2,546,056 Total assets 23,810 11,422,371 11,446,181 Non-current debt (derivatives) 2,923 3,064 5,987 Non-current debt with Group companies - 2,309,596 2,309,596 Total non-current liabilities 2,923 2,312,660 2,315,583 Current debt (derivatives) 86,748 27,368 114,116 Current debt with Group companies 7,115 342,448 349,563 Trade and other payables 15,637 4,071 19,708 Total current liabilities 109,500 373,887 483,387 Total liabilities 112,423 2,686,547 2,798,970 2020 THOUSAND EUROS PARENT GROUP COMPANIES/ ASSOCIATES TOTAL Non-current investments in Group companies - 8,315,368 8,315,368 Other financial assets - 63 63 Derivatives 11,119 44,208 55,327 Total non-current assets 11,119 8,359,639 8,370,758 Trade and other receivables 470 114,688 115,158 Derivatives 44,466 - 44,466 Other financial assets - 889 889 Cash - 1,508,824 1,508,824 Total current assets 44,936 1,624,401 1,669,337 Total assets 56,055 9,984,040 10,040,095 Non-current debt (derivatives) 12,014 - 12,014 Non-current debt with Group companies - 2,447,620 2,447,620 Total non-current liabilities 12,014 2,447,620 2,459,634 Current debt (derivatives) 2,395 - 2,395 Current debt with Group companies 353 161,762 162,115 Trade and other payables 10,134 1,582 11,716 Total current liabilities 12,882 163,344 176,226 Total liabilities 24,896 2,610,964 2,635,860
51 At 31 December 2021 and 2020 all derivative financial instruments held by the Company have been arranged with Group companies. B) Related party transactions The Company's transactions with related parties, at market value, are as follows: 2021 THOUSAND EUROS PARENT GROUP COMPANIES/ ASSOCIATES DIRECTORS TOTAL INCOME Other services rendered (note 21a) 148 62,918 - 63,066 Other income - - - - Dividends (notes 9 and 21a) Finance income (note 9) - 184 - 184 Impairment and gains on disposal of financial instru- ments 1,999 - - 1,999 Change in fair value of financial instruments (note 10) 3,826 - - 3,826 Total 5,973 63,102 - 69,075 EXPENSES Operating lease expenses and royalties -904 -133 - -1,037 Other services received -17,165 -1,875 - -19,040 Salaries -729 - - -729 Finance cost (note 14) -18,944 -92,983 - -111,927 Total 37,742 94,991 - 132,733 2020 THOUSAND EUROS PARENT GROUP COMPANIES/ ASSOCIATES DIRECTORS TOTAL INCOME Other services rendered (note 21a) - 52,020 - 52,020 Other income - 600 - 600 Dividends (notes 9 and 21a) - 1,472,089 - 1,472,089 Finance income (note 9) - 855 - 855 Total - 1,525,564 - 1,525,564 EXPENSES Operating lease expenses and royalties -875 - - -875 Other services received -11,685 -1,624 - -13,309 Salaries - - -569 -569 Finance cost (note 14) -12,835 -100,079 - -112,914 Change in fair value of financial instruments (note 10) -2,756 - - -2,756 Total -28,151 -101,703 -569 -130,423 Other services rendered basically derive from two management support service contracts arranged with EDP Renewables Europe S.L.U and EDP Renewables North America, LLC in 2013.
52 Dividends in 2020 reflect dividends received from EDP Renewables Europe S.L.U., EDP Renováveis Servicios Financieros, S.A., EDP Renováveis Brasil S.A. And EDP Renewables North America LLC. During 2021 the Company has not received dividens from its subsidiaries. Operating lease expenses and royalties essentially reflect the lease payments for the Company's offices. Other services received comprise various management services, specifically for the loan of personnel and other items. All transactions with related parties take place on an arm’s length basis. C) Information on the company's directors and executive committee The Members of the Board of Directors of the Company and its delegated Committees do not own directly or indirectly any shares from EDPR, as of 31 December 2021 or 31 December 2020. In 2021 the Directors of the Company have accrued remuneration of Euros 729 thousand (Euros 569 thousand in 2020) in respect of their position as Directors. The above amount refers to salaries, allowances and other remuneration as members of the Board of Directors and their membership/chairmanship of the Delegated Committees. Further, EDPR signed an Executive Management Services Agree- ment with EDP, under which EDP bears the cost for the services rendered by its Executive and Non-Executive Directors, which are Miguel Stilwell d’Andrade, Rui Teixeira, Miguel Setas , Vera de Morais Pinto Pereira Carneiro and Ana Paula Marques. This corporate governance practice of remuneration is in line with the model adopted by the EDP Group, in which the executive Directors of EDP do not receive any remuneration directly from the group companies on whose governing bodies they serve, but rather through EDP. Under this contract, EDPR is due to pay an amount to EDP, for the services rendered by the Executive Managers and the Non-executive Managers. The amount due under said Agreement for the management services rendered by EDP in 2021 is 831 thousand Euros (1,095 thousand Euros in 2020), of which 707 thousand Euros refers to the management services rendered by the Executive Members and 124 thousand Euros to the management services rendered by the non-executive Members. This amount includes 34 thousand Euros related to retirement saving plans.The retirement savings plan for the members of the Management Team that are also Officers, acts as an effective retirement supplement with a range between 3% to 6% of their annual salary. The percentage is defined according with the retirement savings plan applicable in their home country. In the case of the COOs/CTO which are members of the Management Team (Duarte Bello, COO EU&LatAm; Spyridon Marti- nis, CDO&COO Offshore (until November 2021), Bautista Rodríguez, CTO&Business Offshore (from November 2021), Miguel Ángel Prado Balboa, COO NA (until November 2021), Sandhya Ganapathy, COO NA (from December 2021) and Pedro Vasconcelos, COO APAC (from November 2021), the remuneration is as follows: THOUSAND EUROS 31 DEC 2021 Salaries and other allowances 2,467 Retirement saving plans 37 Life insurance premiums 5 2,509 The above amount includes 63 thousand Euros paid by the EDP Group and not reinvoiced to EDPR Group. The remuneration of the COOs of the Management Team in 2020 amounted to 1,528 thousand Euros. Additionally they received the following non-monetary benefits: retirement savings plan (as described above), company car and Health Insurance in the amount of 268 thousand Euros. The directors and executive committee have not received any loans or advances nor has the Company extended any guar- antees on their behalf.
53 The Company has a civil liability insurance policy that covers its Directors. In 2021, an expense of Euros 96 thousand (Euros 55 thousand in 2020) has been recorded. The Company reported the changes approved by the Board of Directors relating to its composition in January 2022 (see Note 26). D) Transactions other than ordinary business or under terms differing from market conditions carried out by the directors of the Company. In 2021 and 2020 the directors of the Company have not carried out any transactions other than ordinary business with the Company or applied terms that differ from market conditions. E) Investments and positions held by directors The directors of the Company and their related parties have had no conflicts of interest requiring disclosure in accordance with article 229 of the Revised Spanish Companies Act. 21. Income and expense A) Revenues Details of revenues by category of activity and geographical market are as follows: DOMESTIC REST OF EUROPE NORTH AMERICA SOUTH AMERICA ASIA TOTAL THOUSAND EUROS 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 Other services 47,840 36,256 2,208 6,462 7,201 6,975 5,292 2,327 525 - 63,066 52,020 Dividends - 847,174 - - - 612,445 - 12,470 - - - 1,472,089 Finance income - 479 184 376 - - - - - - 184 855 Total 47,840 883,909 2,392 6,838 619,420 5,292 14,797 525 - 63,250 1,524,964 B) Foreign currency transactions Details of income and expenses denominated in foreign currencies are as follows: THOUSAND EUROS 2021 2020 INCOME Revenues 180 59 EXPENSES Finance cost -79,150 -54,544 Total -78,970 -54,485 The Company's main foreign currency transactions are carried out in US Dollars.
54 C) Employee benefits expense Details of the employee benefits expense are as follows: THOUSAND EUROS 2021 2020 EMPLOYEE BENEFITS EXPENSE Social Security payable by the company 5,095 4,125 Other employee benefits expense 888 881 Total 5,983 5,006 D) External services Details of external services are as follows: THOUSAND EUROS 2021 2020 Leases 1,331 1,305 Independent professional services 16,322 7,606 Advertising and publicity 717 730 Other services 24,672 16,835 Total 43,042 26,476 Leases mainly reflect the rental of the Company's offices. There are no non-cancellable payments at 31 December 2021 and 2020. Other services primarily comprise management support, communications and maintenance expenses, as well as travel costs. The increase in 2021 in independet profesional services respect to prior year correspond mainly costs arising from the Sun- seap acquisition. At 31 December 2021 the Company has commitments to purchase external services amounting to Euros 8,389 thousand within one year (Euros 6,802 thousand in 2020). Furthermore, in 2021 the Company has commitments to purchase external services from one to five years amounting to Euros 130 thousand (No commitments from one to five years in 2020). 22. Employee information The average headcount of the Company in 2021 and 2020, distributed by category, is as follows: NUMBER 2021 2020 Senior managers 67 57 Managers 36 28 Specialists 245 198 Technicians 4 5 Total 352 288 At year end the distribution by gender of Company personnel is as follows: 2021 2020 NUMBER MALE FEMALE MALE FEMALE Senior managers 50 26 39 19 Managers 27 15 22 10 Specialists 156 112 122 91 Technicians 1 3 1 5 Total 234 156 184 125
55 Moreover, regarding to Board of Directors, as of December 31, 2021, was composed by twelve members (fifteen members in 2020) of whose they were eight men and four women (twelve men, two women and there was a vacancy in 2020). The Company does not have employees with disabilities equal to or greater than 33% during 2021 and 2020. However, the Company outsources certain services to companies that hold exemption certificates. 23. Audit fees Following the proposal of the Audit, Control and Related Party Transactions Committee presented to the Board of Directors to its submission to the General Shareholders’ Meeting, on its meeting held on April 3rd , 2018, it was approved to appoint PricewaterhouseCoopers Auditores, S.L as EDPR’s External Auditor for the years 2018, 2019 and 2020. The renewal of PricewaterhouseCoopers Auditores, S.L. as External Auditor of EDPR SA for years 2021, 2022 and 2023 was approved by EDPR’s Shareholders Meeting on April 12th, 2021 Details of the fees for professional services accrued by this company for the year ended 31 December 2021 and 2020 are as follows: THOUSAND EUROS 2021 2020 Audit services, individual and consolidated annual accounts 263 309 Other services (1) 161 149 Total services invoiced by PricewaterhouseCoopers Auditores, S.L. 424 458 Total 424 458 (1) Other services includes for 2020 and 2021 the six-monthly limited review, review of the internal control system on financial reporting, the non-financial information assurance report for EDP Renovavéis Group, and the financial information queaterly review reports for the Company’s main shareholder and directors, and for 2021 also includes the access to intenational regulation platform review. 24. Commitments At 31 December 2021 the Company has deposited guarantees on behalf of Group companies amounting to Euros 3,087 million (Euros 2,535 million in 2020), including guarantees of US Dollars 1,178 million (US Dollars 1,534 million in 2020). The Company's directors do not expect any significant liabilities to arise from these guarantees. 25. Fair value of financial assets and liabilities Fair value of financial instruments is based, whenever available, on quoted market prices. Otherwise, fair value is determined through internal models, which are based on generally accepted cash flow discounting techniques and option valuation models or through quotations supplied by third parties. Non-standard instruments may require alternative techniques, which consider their characteristics and the generally ac- cepted market practices applicable to such instruments. These models are developed considering the market variables that affect the underlying instrument, namely yield curves, exchange rates and volatility factors. Market data is obtained from generally accepted suppliers of financial data (Bloomberg and Reuters). Non-listed equity instruments, for which a reliable and consistent fair value estimate is not available either by internal models or external providers, are recognized at their historical cost.
56 Cash and cash equivalents, trade receivables and suppliers These financial instruments include mainly short term financial assets and liabilities. Given their short term nature at the reporting date, their book values are not significantly different from their fair values. Financial debt The fair value of the financial debt is estimated through internal models, which are based on generally accepted cash flow discounting techniques. At the reporting date, the carrying amount of floating rate loans is approximately their fair value. In case of fixed rate loans, mainly the intercompany loans granted by EDP Group, their fair value is obtained through internal models based on generally accepted discounting techniques. Derivative financial instruments All derivatives are accounted at their fair value. For those which are quoted in organized markets, the respective market price is used. For over-the-counter derivatives, fair value is estimated through the use of internal models based on cash flow discounting techniques and option valuation models generally accepted by the market, or by dealer price quotations. The fair values of assets and liabilities as at 31 December 2021 and 31 December 2020 are analysed as follows: 31 DECEMBER 2021 31 DECEMBER 2020 THOUSAND EUROS CARRYING AMOUNT FAIR VALUE DIFFERENCE CARRYING AMOUNT FAIR VALUE DIFFERENCE FINANCIAL ASSETS Trade and other receivables 92,813 92,813 - 115,700 115,700 - Other financial assets 2,989 2,989 - 1,642 1,642 - Derivative financial instruments 23,304 23,304 - 99,793 99,793 - Cash and cash equivalents 2,435,609 2,435,609 - 1,508,882 1,508,882 - 2,554,715 2,554,715 - 1,726,017 1,726,017 - FINANCIAL LIABILITIES Financial debt 2,620,044 2,642,416 22,372 2,564,284 2,669,839 105,555 Trade and other payables 19,708 19,708 - 11,716 11,716 - Other financial liabilities 79,509 79,509 - 66,978 66,978 - Derivative financial instruments 120,103 12,103 - 16,804 16,804 - 2,839,364 2,753,736 22,372 2,659,782 2,765,337 105,555 The fair value levels used to valuate financial assets and liabilities are defined as follows: • level 1 - Quoted prices (unadjusted) in active market for identical assets and liabilities • level 2 - Inputs other than quoted prices included within Level 1 that are observable for assets or liabilities, either directly (i.e. as prices) or indirectly (i.e., derived from prices) • level 3 - Inputs for assets or liabilities that are not based on observable market data (unobservable inputs).
57 26. Events after the reporting period The following are the most relevant subsequent events from the first months of 2022 until the publication of this report: EDPR informs about changes in corporate bodies EDP Renováveis, S.A. (“EDPR”) informs that the Company has received the resignation of Mrs. Joan Avalyn Dempsey as independent member of EDPR's Board of Directors. EDPR would like to thank Mrs. Joan Avalyn Dempsey for all her dedica- tion and contribution to the success of the Company. The Company will start the process to identify and propose the best possible candidates in order to fill this vacancy at EDPR’s Board of Directors. Ocean Winds is awarded with exclusive rights to develop around 1 GW offshore wind project in Scotland EDP Renováveis, S.A. (“EDPR”) is pleased to announce that Ocean Winds, the offshore JV owned by EDPR (50%) and Engie (50%), was awarded with block NE4 by the Crown Estate Scotland (“CES”) in the ScotWind seabed tender. Ocean Winds was awarded exclusive rights to develop a bottom-fixed offshore wind project of around 1 GW in block NE4, the Caledonia Offshore Wind farm (“Caledonia”), and consideration is being given to using part of the output for green hy- drogen production. Caledonia’s 440 km2 seabed area is adjacent to the existing 950 MW Moray East and c.0.9 GW Moray West offshore pro- jects, allowing Ocean Winds to leverage on the experience and operational synergies of developing, building and operating Caledonia in conjunction with Moray East and Moray West. The UK is among the largest offshore wind markets worldwide, having recently raised its offshore target to 40 GW by 2030. Ocean Winds continues to expand its presence and is fully committed to investing in Scotland, with Moray East 950 MW leading the way as the largest offshore wind farm in Scotland, Moray West c.0.9 GW which is shovel-ready, and now Cal- edonia with around 1 GW to be commissioned until the end of the decade, positioning Ocean Winds as a leader in the Scottish Offshore market and actively contributing with around 2.9 GW to reach the UK 40 GW target by 2030. With such announcement, EDPR increases its growth options in offshore wind in an attractive market, thereby enhancing and diversifying the company’s long term profitable growth options while maintaining a balanced risk profile.
58 Annex I (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) EDP Renovaveis, S.A. Details of investments in Group companies as at 31 December 2021 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL EDP Renewables EU- ROPE, S.L.U.* Spain 100% - PWC Holding 249,499 2,252,854 - -805,916 -805,916 1,696,437 EDP Renovables Es- paña, S.L.U.* Spain - 100% PWC Holding, con- struction and wind energy production 46,128 638,392 -18 45,249 45,249 729,751 EDPR Polska, Sp.z.o.o. Poland - 100% PWC Holding and wind energy production 94,587 85,985 434 216 216 181,222 EDPR International Investmets, B.V. Netherlands - 100% PWC Holding 20 3,273 - 7,324 7,324 10,617 EDPR France Holding SAS France - 100% PWC Holding 79,900 31,041 - 5,431 5,431 116,372 EDP Renewables SGPS,SA Portugal - 100% PWC Holding 115,778 - - 328,747 328,747 444,575 EDP Renewables Bel- gium,S.A Belgium 0.17% 99.83% PWC Holding 287 304 - 642 642 1,233 EDPR Portugal , S.A. Portugal - 51% PWC Holding and wind energy production 7,500 113,423 - 46,532 46,532 167,455 EDPR PT-Promocao e Operacao,S.A Portugal - 100% PWC Wind: Wind farm develop- ment 58 5,513 - -5,429 -5,429 141 International Solar Energy,S.R.L Romania - 100% Unaudited Photovoltaic energy pro- duction - - - -1 -1 -1 Solar Phonix,S.R.L. Romania - 100% Unaudited Photovoltaic energy pro- duction 16 -20 - -1 -1 -5 Energopark,S.R.L Romania - 100% Unaudited Wind energy production 27 709 - -553 -553 183 EDPR Romania, S.R.L. Romania 0.01% 99.99% PWC Wind energy production 301,380 158,593 - 43,599 43,599 503,572 Beta Wind,S.R.L Romania - 100% Unaudited Wind energy production 42 5,191 - - - 5,233 EDP Renowables Ita- lia,S.r.l Italy - 51% PWC Holding and wind energy production 34,439 16,602 - 14,546 14,546 65,587 EDP Renovaveis Ser- vicios Financieros. S.A* Spain 70.01% 29.99% PWC Other eco- nomic activi- ties 84,691 332,436 - 37,203 37,203 454,331 Parque Eólico Santa Quiteria, S.L. Spain - 84% PWC Wind energy production 63 11,519 - 3,666 3,666 15,248 Eólica La Janda, S.l.U* Spain - 100% PWC Wind energy production 4,525 21,308 - 18,288 18,288 44,121 Eólica Fontesilva, S.L.U* Spain - 100% PWC Wind energy production 6,860 9,719 - 4,331 4,331 20,910 EDPR Yield S.A.U* Spain - 100% PWC Wind energy production 99,405 89,012 - 26,703 26,703 215,120 Parque Eólico Altos del Voltoya S.A.* Spain - 93% PWC Wind energy production 6,434 12,401 - -2,599 -2,599 16,236 Eólica La Brújula, S.A.U Spain - 100% PWC Wind energy production 3,294 18,947 - 505 505 22,746 Eólica Arlanzón S.A. Spain - 85% PWC Wind energy production 4,509 8,365 - 3,480 3,480 16,354 Eolica Campollano S.A. Spain - 75% PWC Wind energy production 6,560 23,471 - 12,494 12,494 42,525 Parque Eólico La Sotonera S.L. Spain - 70% PWC Wind energy production 2,000 5,585 - 3,139 3,139 10,724 Viesgo Europa,S.L.U* Spain - 100% PWC Wind energy production 1,000 2,453 - 4,883 4,883 8,336 Viesgo Renova- bles,S.L.U* Spain - 100% PWC Wind energy production 12,770 179,357 - 26,177 26,177 218,304 Viesgo Manteni- miento,S.L.U* Spain - 100% Unaudited Wind energy production 3 923 - 528 528 1,454 Northeolic Monte Buño, S.L Spain - 75% Unaudited Wind energy production 4 -155 - -266 -266 -417
59 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Compañia Eolica Aragonesa S.A* Spain - 100% PWC Wind energy production 6,701 34,564 - 14,558 14,558 55,823 Parque Eólico de Abrazadilla, S.L.U* Spain - 100% Unaudited Wind energy production 3 -2 - - - 1 Korsze Wind Farm,SP.z.o.o Poland - 51% PWC Wind energy production 8,448 16,462 - 14,801 14,801 39,711 Radzeijów wind farm SP.z.o.o Poland - 51% PWC Wind energy production 6,002 -3,895 - 1,653 1,653 3,760 Energiaki Arvanikou E.P.E Greece 0.01% 99.99% PWC Wind energy production 1,312 15,947 - -1,601 -1,601 15,658 Wind Park Aerorrachi M.A.E Greece - 100% PWC Wind energy production 496 1,339 - -489 -489 1,346 Edpr Hellas 1 M.A.E Greece - 100% PWC Wind energy production 1,255 683 - -489 -489 1,449 Edpr Hellas 2 M.A.E Greece - 100% PWC Wind energy production 470 1,796 - -358 -358 1,908 Wind Shape,Ltd Greece - 100% Unaudited Wind energy production 18 -52 - -127 -127 -161 Aioliko Parko Fthioti- dos Erimia E.P.E Greece 0.67 99.33% Unaudited Wind energy production 155 1,033 - -476 -476 712 Aioliki Oitis Energiaki Single-Member LLC Greece - 95% Unaudited Wind energy production 5 -88 - -981 -981 1,064 Kadmeios Anemos Energiaki,A.E. Greece - 100% Unaudited Wind energy production 25 -20 - -933 -933 -928 Voiotikos Anemos Energy,A.E Greece - 100% Unaudited Wind energy production 25 -78 - -81 -81 -134 Wincap S.R.L Italy - 100% PWC Wind energy production 2,550 5,861 - 3,354 3,354 11,765 Renovables Castilla La Mancha, S.A. Spain - 90% PWC Wind energy production 60 5,972 - 2,699 2,699 8,730 Monts de la Made- leine Energie,SA.S France - 100% PWC Wind energy production 88 -32 - -13 -13 43 Monts du Forez Ener- gie,SAS France - 100% PWC Wind energy production 200 -77 - -12 -12 111 Sarve,S.R.L Italy - 51% PWC Wind energy production 10 111 - -243 -243 -122 Molen Wind II sp.Z.o.o Poland - 51% PWC Wind energy production 3 12,501 -357 4,925 4,925 17,072 Breva Wind S.R.L Italy - 100% PWC Wind energy production 7,100 -1,154 - -705 -705 5,240 Acampo Arias, SL* Spain - 95% PWC Wind energy production 3,314 3,200 - 8,574 8,574 15,088 Relax Wind Park III, Sp.z.o.o. Poland - 51% PWC Wind energy production 12,959 3,100 158 5,848 5,848 22,065 Relax Wind Park I, Sp.z.o.o. Poland - 51% PWC Wind energy production 10,119 12,076 - 10,590 10,590 32,785 Parque Eólico Los Cantales, S.L.U.* Spain - 100% PWC Wind energy production 1,963 2,424 - 2,148 2,148 6,535 Neo Solar Farm, Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -2,544 2,268 1,864 1,864 1,589 R.Wind,Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -16 - -13 -13 -28 Edp Renewables Pol- ska HOLDCO,S.A Poland - 51% PWC Holding 22 163,561 - 11,031 11,031 174,614 Rampton,Sp z.o.o Poland - 100% Unaudited Wind energy production 2,393 -39 - -23 -23 2,331 Neo Solar Farm, Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -2,544 2,268 1,864 1,864 1,589 R.Wind,Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -16 - -13 -13 -28 Wind Field Wielko- polska,Sp z.o.o Poland - 100% PWC Wind energy production 110 -559 -165 263 263 -350 Gudziki Wind Farm,sp.z.o.o Poland - 51% Unaudited Wind energy production 1 -23 - -22 -22 -44 EW Dobrzyca, sp z.o.o Poland - 100% PWC Wind energy production 147 6,622 -76 109 109 6,802 Winfan,Sp.z.o.o Poland - 100% Unaudited Wind energy production 4 101 -3 -17 -17 85 Ujazd, So.z.o.o Poland - 100% PWC Wind energy production 1,011 -863 62 -394 -394 -185 Kowalewo Wind.Sp z.o.o Poland - 100% PWC Wind energy production 20 370 -4 1,217 1,217 1,601 EWP European Wind Power Krasin,Sp.z.o.o Poland - 100% PWC Wind energy production 1,563 -253 -38 1,510 1,510 2,783 Nowa Energia 1 Sp,z.o.o Poland - 100% PWC Wind energy production 1,518 -90 -125 -419 -419 885
60 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Farma Wiatrowa Bo- goria,Sp z.o.o Poland - 100% PWC Wind energy production 521 2,177 - -324 -324 2,375 Lichnowy Wind- farm,Sp z.o.o Poland - 100% PWC Wind energy production 188 184 - 936 936 1,308 Edpr Polska So- lar,Sp.z.o.o. Poland - 100% Unaudited Wind energy production 1 -201 476 -167 -167 108 Karpacka Mala Ener- getyka, Sp z.o.o Poland - 85% Unaudited Wind energy production 11 -426 - -35 -350 -450 Elektrownia Kamie- nica,Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -9 - -8 -8 -16 Neo Solar Przykona II,Sp.z.o.o Poland - 100% Unaudited Photovoltaic energy pro- duction 1 -39 - -5 -5 -43 Wf Energy III,Sp z.o.o Poland - 100% Unaudited Wind energy production 1 5 - - - 6 Kowalewo Wind.Sp z.o.o Poland - 100% PWC Wind energy production 20 370 -4 1,217 1,217 1,601 EWP European Wind Power Krasin,Sp.z.o.o Poland - 100% PWC Wind energy production 1,563 -253 -38 1,510 1,510 2,783 Farma Fotowolta- iczna Koden,Sp.z.o.o Poland - 100% Unaudited Photovoltaic energy pro- duction 1 - - -7 -7 -6 Neo Solar Chot- kow,Sp.z.o.o Poland - 100% Unaudited Photovoltaic energy pro- duction 1 -18 - -3 -3 -20 Parc Eolien de Dionay,S.A.A France - 100% PWC Wind energy production 215 -83 - -20 -20 112 Parc Éolien d´En- trains-sur-No- hain,S.A.S France - 90% PWC Wind energy production 266 383 - -9 -9 640 Le Chemin deLa Cor- vée,S.A.S France - 100% PWC Wind energy production 215 -142 - -51 -51 22 Eólica de Serra das Alturas,S.A Portugal - 25.55% PWC Wind energy production 50 6,854 - 1,401 1,401 8,305 Malhadizes- Energia Eólica, SA Portugal - 51% PWC Wind energy production 50 8,412 - 2,431 2,431 10,893 Eólica de Montene- grelo, LDA Portugal - 25.55% PWC Wind energy production 50 10,398 - 2,572 2,572 13,020 Parc Eolien de Dionay,S.A.A France - 100% PWC Wind energy production 215 -83 - -20 -20 112 Eólica da Alagoa,SA Portugal - 30.60% PWC Wind energy production 50 3,589 - 806 806 4,445 Fotovoltaica Lott A,S.A Portugal - 100% PWC Wind energy production 50 -46 -17 -54 -54 -67 Aplica.Indust de Energias limpias S.L Spain - 62% Unaudited Wind energy production 131 -55 - 1,299 1,299 1,375 Canerde,S.L.U Spain - 80% Unaudited Wind energy production 4 -1 - -1 -1 2 Parc Eólic Serra Vol- torera S.l.U Spain - 100% PWC Wind energy production 3,458 7,652 - 1,288 1,288 12,398 Elektrownia Wia- trowa Kresy I sp zoo Poland - 51% PWC Wind energy production 15 69,131 - 12,104 12,104 81,251 Edpr Villla Galla,S.R.L Italy - 51% PWC Wind energy production 9,000 51,551 - 15,665 15,665 76,216 Desarrollos Eólicos de Teruel SL Spain - 51% Unaudited Wind energy production 18,890 - - - - 18,890 Custolito,S.r.l Italy - 100% Unaudited Wind energy production 10 25 - -10 -10 25 Aria del Vento Italy - 100% PWC Wind energy production 11 28,336 - 1,892 1,892 30,239 C&C Tre Energy S.r.l Italy - 100% PWC Wind energy production 100 931 - -42 -42 989 EDPR Centro Italia PV,S.r.l. Italy - 100% Unaudited Wind energy production 10 - - - - 10 Edpr Sicilia PV,S.r.l Italy - 100% Unaudited Wind energy production 10 38 - -27 -27 21 Edpr Sicilia Wind,S.r.l Italy - 100% Unaudited Wind energy production 10 45 - -41 -41 14 Tebar Eólica, S.A.U.* Spain - 100% PWC Wind energy production 4,720 5,076 - 6,440 6,440 16,236 Edpr Terral S.L.U Spain - 100% Unaudited Wind energy production 3 -1 - -1 -1 1 IAM Caecius Spain - 100% Unaudited Wind energy production 3 -1 - - - 2 Masovia Wind Farm I s.p. zo.o. Poland - 100% PWC Wind energy production 274 -266 - -32 -32 -24
61 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Farma wiaStarozbery Sp.z.o.o Poland - 100% Unaudited Wind energy production 101 199 - -16 -16 285 Edpr Italia hold- ing,S.r.l Italy - 100% PWC Wind energy production 347 49,285 - 6,769 6,769 56,401 Re plus – Societa ´a Responsabilita ´limi- tada Italy - 100% Unaudited Wind energy production 100 - - -14 -14 86 Iberia Aprove-cha- mientos Eólicos, S.A.U.* Spain - 94% PWC Wind energy production 1,919 3,228 - 2,710 2,710 7,857 Site Sunwind Energy ,S.L Spain - 100% Unaudited Wind energy production 3 -1 - - - 2 Desarrollos Renova- bles de Teruel,S.L Spain - 100% Unaudited Wind energy production 3 - - - - 3 EDPR PT - Parques Eólicos, S.A. Portugal - 51% PWC Wind energy production 50 37,925 - 8,298 8,298 46,273 Eólica do Alto da La- goa, S.A. Portugal - 51% PWC Wind energy production 50 11,611 -137 1,348 1,348 12,872 Eólica das Serras das Beiras, S.A. Portugal - 51% PWC Wind energy production 50 36,651 -953 8,094 8,094 43,842 Eólica da Coutada, S.A. Portugal - 51% PWC Wind energy production 50 52,547 -1,031 9,067 9,067 60,633 Eólica do Espigão, S.A. Portugal - 51% PWC Wind energy production 50 13,604 - 1,837 1,837 15,491 Tebar Eólica, S.A.U.* Spain - 100% PWC Wind energy production 4,720 5,076 - 6,440 6,440 16,236 Eólica do Alto do Mourisco, S.A. Portugal - 51% PWC Wind energy production 50 8,334 -123 1,694 1,694 9,955 Eólica dos Altos dos Salgueiros-Guilhado, S.A. Portugal - 51% PWC Wind energy production 50 3,835 -40 780 780 4,625 Eólica do Alto da Tei- xosa, S.A. Portugal - 51% PWC Wind energy production 50 10,111 -226 1,444 1,444 11,379 Eólica da Terra do Mato, S.A. Portugal - 51% PWC Wind energy production 50 11,139 -264 1,984 1,984 12,909 Parque Eólico do Bar- lovento,S.A Portugal - 90% PWC Wind energy production 60 27,293 - 4,706 4,706 32,059 IE2 Portugal, SGPS, S.A Portugal - 100% PWC Wind energy production 331 1,243 - 147 147 1,721 S.E.E,Sul Energia Eó- lica,S.A Portugal - 100% PWC Wind energy production 150 5,514 - 1,193 1,193 6,857 Eoliser-Servicos de Gestao para Parques Eólicos,Lda Portugal - 100% Unaudited Wind energy production 264 529 - 27 27 820 TACA Wind, S.r.l. Italy - 100% PWC Wind energy production 1,160 6,031 - 2,712 2,712 9,903 Vientos de Coahuila, S.A. de C.V. Mexico 0.01% 99.99% Unaudited Wind energy production 2,209 -591 - -1,330 -1,330 288 Eólica de Coahuila, S.A. de C.V. Mexico - 51% PWC Wind energy production 6,880 26,255 -806 12,059 12,059 44,387 Vanosc Energie,S.A.S France - 100% Unaudited Wind energy production 1 -1 - -2 -2 -2 Transition Euroise Roman II, S.A.S France - 85% Unaudited Wind energy production 603 -5 - -9 -9 589 Tivano,S.R.L Italy - 75% PWC Wind energy production 100 2,146 - 1,760 1,760 4,006 San Mauro, S.R.L Italy - 75% PWC Wind energy production 70 2,421 - 1,827 1,827 4,318 Conza Energia,S.R.L Italy - 100% PWC Wind energy production 456 4,532 - 4,693 4,693 9,681 Energia Emissioni Zero 4,S.r.l Italy - 60% PWC Wind energy production 10 318 - -72 -72 256 VRG Wind 153,S.r.l Italy - 80% PWC Wind energy production 10 470 - -117 -117 363 Wind Energy San Giorgio, S.r.l Italy - 60% PWC Wind energy production 20 713 - -90 -90 643 Tivano,S.R.L Italy - 75% PWC Wind energy production 100 2,146 - 1,760 1,760 4,006 Giglio,S.r.l Italy - 60% Unaudited Wind energy production 20 1,204 - -75 -75 1,149 AW 2,S.r.l Italy - 75% PWC Wind energy production 100 3,111 - 2,374 2,374 5,585 Lucus Power,S.r.l Italy - 100% PWC Wind energy production 10 5,123 - 2,541 2,541 7,674 T Power, S.p.A Italy - 100% Baker. T.R Wind energy production 1,000 1,217 - -30 -30 2,187
62 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Miramit Investments, Sp.z.o.o. Poland - 100% Unaudited Wind energy production 12 156 - -12 -12 156 Budzyn,Sp.z.o.o Poland - 51% Unaudited Wind energy production 1 -3 - -18 -18 -20 FW Warta,Sp.z.o.o Poland - 100% PWC Wind energy production 2 -297 354 5 5 65 Altnabreac Wind Farm Limited UK - 100% PWC Wind energy production - - - -300 -300 -300 Edp Renewables Hungary Hungary - 100% PWC Wind energy production 488 -246 - -1,529 -1,529 -1,287 Sunligt Solar Kft Hungary - 85% PWC Photovoltaic energy pro- duction 531 -242 445 -680 -680 54 EDPR Investment Hungary,Kft Hungary - 100% Unaudited Wind energy production 16 - - -45 -45 -29 Nyirseg Watt,Kft Hungary - 100% PWC Wind energy production 917 -74 -310 303 303 837 Ben Sca Wind Farm Limited UK - 100% PWC Wind energy production - -5 - -310 -310 -315 Moorshield Wind Farm limited UK - 100% PWC Wind energy production - -2 - -300 -300 -302 Drummarnock Wind Farm limited UK - 100% PWC Wind energy production - - - -297 -297 -297 Wind 2 Project 1 Lim- ited UK - 100% PWC Wind energy production - - - -297 -297 -297 Vento Ludens Ltd UK - 100% PWC Wind energy production 10 1,001 - 39 39 1,050 Muirake Wind Farm Ltd UK - 79% PWC Wind energy production - -374 - -220 -220 -595 Lurg Hill Wind Farm Ltd UK - 100% Unaudited Wind energy production - - - -412 -412 -412 EDP Renewables North America, LLC USA 100% - PWC Holding 4,577,890 -666,096 -18,610 84,351 84,351 3,977,715 EDPR Servicios de México, S. de R.L. de C.V. Mexico 1 99% Unaudited Other eco- nomic activi- ties 6,897 -2,202 - 219 219 4,915 Parque Solar Los Cuervos, S de R.L.de C.V Mexico 99% 1% Unaudited Photovoltaic energy pro- duction 4,630 -633 - 1,316 1,316 5,314 Paulding Wind Farm IV LLC USA - 100% Unaudited Wind energy production 174,547 -542 - -3,937 -3,937 170,069 EDPR Solar Ventures II LLC USA - 100% Unaudited Photovoltaic energy pro- duction 46,891 18,126 - 6,268 6,268 71,285 EDPR Solar Ventures IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction 82,123 8,793 - 6,532 6,532 97,448 Rush County Wind Farm LLC USA - 100% Unaudited Wind energy production 2,522 - - - - 2,522 North Slope Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Number Nine Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Pacific Southwest Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind en- ergy Southwest III LLC USA - 100% Unaudited Wind energy production - - - - - - EDPR Northeast Al- len Solar Park LLC USA - 100% Unaudited Photovoltaic energy - - - - - - Peterson Power Part- ners LLC USA - 100% Unaudited Wind energy production - - - - - - Duff Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Horizon Wyoming Transmissin LLC USA - 100% Unaudited Wind energy production - - - - - - Buffalo Bluff Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Sardinia Wind power LLC USA - 100% Unaudited Wind energy production - - - - - - Cameron Solar LLC USA - 100% PWC Photovoltaic energy pro- duction 31,280 273 - 24 24 31,577 2017 Sol II LLC USA - 100% PWC Photovoltaic energy pro- duction 96,572 -134 - -19 -19 96,419
63 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Estill Solar I LLC USA - 100% PWC Photovoltaic energy pro- duction 34,098 73 - -57 -57 34,114 C2 RI Hopkinton LLc USA - 85% Unaudited Photovoltaic energy pro- duction 2,874 14 - -17 -17 2,872 Blissville Road LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,111 -11 - 11 11 2,111 Route 149 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,430 -13 - -11 -11 2,407 RTSW Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park VI LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Timber Road Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Horizon Wind Energy Northwest XI LLC USA - 100% Unaudited Wind energy production - - - - - - Cattlemen Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Rail Splitter Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Timber Road II Stor- age LLC USA - 100% Unaudited Wind energy production - - - - - - Timber Road III Stor- age LLC USA - 100% Unaudited Wind energy production - - - - - - Top Crop I Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Top Crop II Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Twin Groves I Stor- age LLC USA - 100% Unaudited Wind energy production - - - - - - Twin Groves II Stor- age LLC USA - 100% Unaudited Wind energy production - - - - - - Edwardsport Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Azalea Springs Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Crescent Bar Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Esker Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Bluebird Prairie Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Timber Road Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Rosewater Ventures LLC USA - 100% Unaudited Wind energy production - - - - - - RE Scarlet LLC USA - 100% Unaudited Wind energy production 488 - - - - 488 Big River Wind Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Tug Hill Windpower LLC USA - 100% Unaudited Wind energy production - - - - - - Whiskey Ridge Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - -
64 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Wilson Creek Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Black Prairie Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Black Prairie Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm IV LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm V LLC USA - 100% Unaudited Wind energy production - - - - - - Athena-Weston Wind Power Project II LLC USA - 100% Unaudited Wind energy production - - - - - - 17th Star Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Green Country Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Rolling Upland Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind en- ergy Southwest IV LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind energy Valley I LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind MREC Iowa Partners LLC USA - 75% Unaudited Wind energy production - - - - - - Horizon Wind Freeport Windpower I LLC USA - 100% Unaudited Wind energy production - - - - - - Tillman Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Wolf Run Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Clover Creek Solar Project USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Black Prairie Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Rock Dane Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Sawmill Junction So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - BC2 Maple Ridge Holdings LLC USA - 100% Unaudited Holding - - - - - - Black Prairie Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Black Prairie Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Cattlemen Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Crooked lake Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Pearl River Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 2,895 - - - - 2,895 Tillman Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Sailor Springs Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - 10 Point Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Randolph Solar Park LLc USA - 100% Unaudited Photovoltaic energy pro- duction 21,182 - - -32 -32 21,150 Tillman Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - -
65 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Indiana Crossroads Wind Ventures LLC USA - 100% Unaudited Wind energy production - - - - - - EDPR Northeast Al- len Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Riverstart Solar Park VI LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - EDPR NA Shelby So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr Solar Ventures V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - -57,881 - 83,928 83,928 26,046 Juniper Wind Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - - Wildcat Creek Wind Farm LLC USA - 100% Unaudited Wind energy production 221,967 -55 - 237 237 222,149 Machias Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Canyon Windpower VII LLC USA - 100% Unaudited Wind energy production - - - - - - New Trail Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Western Trail Wind Project I LLC USA - 100% Unaudited Wind energy production - - - - - - Whistling Wind WI Energy Center LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Reloj del Sol Wind Farm LLC USA - 100% Unaudited Wind energy production 266,254 -11 - -23,231 -23,231 243,012 Coos Curry Wind Power Project LLCC USA - 100% Unaudited Wind energy production - - - - - - Renville County Wind Farm LLC USA - 100% Unaudited Wind energy production 1,698 - - - - 1,698 EDPR Wind Ventures XXIII LLC USA - 100% Unaudited Wind energy production 17,013 - - - - 17,013 2021 Vento XXIII LLC USA - 100% PWC Wind energy production 142,365 - - - - 142,365 EDPR RS LLC USA - 100% Unaudited Wind energy production - - - - - - EDPR Wind Ventures XVII LLC USA - 100% Unaudited Wind energy production - 32,186 - 328 328 32,513 EDPR Wind Ventures XXII LLC USA - 100% Unaudited Wind energy production 134,402 - - 7,647 7,647 142,049 2020 Vento XXII LLC USA - 100% PWC Wind energy production 711,509 - - 54 54 711,564 Simpson Ridge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Misenheimer Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction 8,267 - - - - 8,267 Headwaters Wind Farm II LLC USA - 100% PWC Photovoltaic energy pro- duction 105,689 -845 - -642 -642 104,202 EDPR NA DG Holding LLC USA - 100% Unaudited Photovoltaic energy pro- duction 56,785 - - -1 -1 56,784 EDPR NA Distributed Generation LLC USA - 85% DHG Photovoltaic energy pro- duction 26,395 52,747 - -4,326 -4,326 74,815 Ford Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Gulf Coast Windpower Manage- ment Company LLC USA - 75% Unaudited Wind energy production - - - - - - Horizaon Wind energy North- west IV LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy North- west VII LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy North- west X LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy Pan- handle I LLC USA - 100% Unaudited Wind energy production - - - - - -
66 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Horizaon Wind energy South- west I LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy South- west II LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind Energy Midwest IX LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind energy North- west I LLC USA - 100% Unaudited Wind energy production - - - - - - Az Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - 2016 Vento XV LLC USA - 100% PWC Wind energy production 379,899 -488 - -104 -104 379,307 Solar Ventures Pur- chasing LLC USA - 100% Unaudited Photovoltaic energy pro- duction 326 -1,073 - -2 -2 -749 2016 Vento XVI LLC USA - 100% PWC Wind energy production 147,869 -455 - -101 -101 147,313 EDPR Wind Ventures XV LLC USA - 100% Unaudited Wind energy production 81,238 50,014 - 9,803 9,803 141,055 EDPR Wind Ventures XVI LLC USA - 100% Unaudited Wind energy production 50,390 6,708 - 2,199 2,199 59,297 Edpr Wind Ventures XIX LLC USA - 100% Unaudited Wind energy production - 25,502 - -1,752 -1,752 23,749 Edpr Wind Ventures XX LLC USA - 100% Unaudited Wind energy production 206,666 -185,866 - - - 20,800 Edpr Wind Ventures XXI LLC USA - 100% Unaudited Wind energy production 95,841 2,350 - 3,719 3,719 101,910 Edpr Solar Ventures III LLC USA - 100% Unaudited Photovoltaic energy pro- duction 69,147 3,921 - 4,628 4,628 77,695 Athena-Weston Wind Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Lexington Chenoa Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Blackstone Wind farm IV LLC USA - 100% Unaudited Wind energy production - - - - - - WTP Management comapny LLC USA - 100% Unaudited Wind energy production - - - - - - Blackstone Wind Farm V LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Canyon Windpower III LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Canyon Windpower IV LLC USA - 100% Unaudited Wind energy production - - - - - - Broadlands Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Broadlands Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Diamond Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - - Broadlands Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Chateaugay River Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Cropsey Ridge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - East Klickitat Wind Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Hidalgo Wind Farm II LLC USA - 100% Unaudited Wind energy production 35,561 907 - 7,704 7,704 44,171 Wind Turbine Prome- theus LP USA - 99% Unaudited Wind energy production 5 -5 - - - - Whitestone Wind Purchasing LLC USA - 100% Unaudited Wind energy production - -132,141 - 33,295 33,295 -98,846 Blue Canyon Windpower V LLC USA - 51% PWC Wind energy production 12,085 80,094 - 7,858 7,858 100,037 Sagebrush Power Partners LLC USA - 100% PWC Wind energy production 107,403 -12,434 - 4,785 4,785 99,755 Marble River LLC USA - 100% Unaudited Wind energy production 172,769 28,037 - 3,727 3,727 204,532 Blackstone Wind Farm LLC USA - 100% Unaudited Wind energy production 77,236 -569 - 2,151 2,151 78,818
67 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Aroostook Wind En- ergy LLC USA - 100% Unaudited Wind energy production 41,361 -4,801 - -4 -4 36,556 Jericho Rise Wind Farm LLC USA - 100% PWC Wind energy production 112,099 9,272 - 250 250 121,622 Martinsdale Wind Farm LLC USA - 100% Unaudited Wind energy production 5,245 -57 - -68 -68 5,120 Signal Hill Wind Power Project LLC USA - 100% Unaudited Wind energy production 4 -4 - - - - Tumbleweed Wind Power Project LLC USA - 100% Unaudited Wind energy production 4 -4 - - - - Stinson Mills Wind Farm LLC USA - 100% Unaudited Wind energy production 4,097 -88 - - - 4,010 OPQ Property LLC USA - 100% Unaudited Wind energy production - - - - - - Meadow Lake Wind Farm LLC USA - 100% Unaudited Wind energy production 159,596 -19,021 - 1,367 1,367 141,942 Wheat Field Wind Power Project LLC USA - 51% PWC Wind energy production - 50,675 - 8,258 8,258 58,933 High Trail Wind Farm LLC USA - 100% PWC Wind energy production 124,838 65,915 - -708 -708 190,044 Madison Windpower LLC USA - 100% PWC Wind energy production 16,306 -12,066 - -1,396 -1,396 2,844 Mesquite Wind LLC USA - 100% PWC Wind energy production 90,908 64,698 - 454 454 156,060 BC2 Maple Ridge Wind LLC USA - 100% PWC Wind energy production 237,339 -126,294 - -7,658 -7,658 103,387 Blue Canyon Windpower II LLC USA - 100% PWC Wind energy production 128,154 -30,190 - -6,589 -6,589 91,375 Telocaset Wind Power Partners LLC USA - 51% PWC Wind energy production - 73,800 225 10,371 10,371 84,396 Post Oak Wind LLC USA - 51% PWC Wind energy production 97,858 73,106 - 2,350 2,350 173,314 High Prairie Wind Farm II LLC USA - 51% PWC Wind energy production 46,740 27,405 272 1,785 1,785 76,202 Old Trail Wind Farm LLC USA - 51% PWC Wind energy production 100,004 87,383 1,775 10,062 10,062 199,224 Cloud County Wind Farm LLC USA - 51% PWC Wind energy production 122,503 38,712 - 4,843 4,843 166,058 Pioneer Prairie Wind Farm I LLC USA - 51% PWC Wind energy production 172,745 114,406 5,601 5,170 5,170 297,923 Arlington Wind Power Project LLC USA - 51% PWC Wind energy production 52,600 30,016 - 5,436 5,436 88,052 Rail Splitter Wind Farm LLC USA - 100% Unaudited Wind energy production 173,304 -55,503 - -2,094 -2,094 115,707 Hampton Solar II LLC USA - 100% Unaudited Photovoltaic energy pro- duction 31,104 1,332 - 83 83 32,519 Meadow Lake Wind Farm II LLC USA - 100% PWC Wind energy production 125,426 -15,239 - -3,791 -3,791 106,397 Black Prairie Wind Farm LLC USA - 100% Unaudited Wind energy production 1,043 -2 - - - 1,040 Saddleback Wind Power Project LLC USA - 100% Unaudited Wind energy production 1,196 -1,192 - - - 4 Meadow Lake Wind Farm IV LLC USA - 100% Unaudited Wind energy production 75,626 -6,420 - -1,909 -1,909 67,297 Meadow Lake Wind Farm III LLC USA - 100% Unaudited Wind energy production 78,833 5,436 - -255 -255 84,014 2007 Vento I LLC USA - 100% PWC Wind energy production 467,223 48,138 - 753 753 516,114 2007 Vento II LLC USA - 51% PWC Wind energy production 246,177 -4,872 - -130 -130 241,175 2008 Vento III LLC USA - 51% PWC Wind energy production 351,997 -6,127 - -10 -10 345,860 2009 Vento V LLC USA - 51% PWC Wind energy production 13,223 -1,170 - -5 -5 12,049 2019 Vento XXI LLC USA - 100% Unaudited Wind energy production 217,559 -50 - -79 -79 217,430 Horizon Wind Ven- tures I LLC USA - 100% Unaudited Wind energy production 58,450 423,204 - -2,693 -2,693 478,961 Horizon Wind Ven- tures III LLC USA - 51% Unaudited Wind energy production - 9,733 - -169 -169 9,563 Clinton County Wind Farm LLC USA - 100% Unaudited Wind energy production 172,757 -7 - - - 172,750
68 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Antelope Ridge Wind Power Project LLC USA - 100% Unaudited Wind energy production 11,327 -11,327 - - - - Lexington Chenoa Wind Farm II LLC USA - 100% Unaudited Wind energy production 1,760 -531 - - - 1,229 Blackstone Wind Farm III LLC USA - 100% Unaudited Wind energy production 5,541 -5,541 - - - - Paulding Wind Farm LLC USA - 100% Unaudited Wind energy production 31 -32 - - - - Paulding Wind Farm II LLC USA - 51% PWC Wind energy production 57,437 50,675 - 5,174 5,174 113,285 Waverly Wind Farm LLC USA - 51% PWC Wind energy production 210,248 22,228 - 6,159 6,159 238,635 Blue Canyon Windpower VI LLC USA - 100% PWC Wind energy production 72,970 18,621 - -1,819 -1,819 89,772 Paulding Wind Farm III LLC USA - 100% PWC Wind energy production 147,248 11,110 - 3,629 3,629 161,987 2011 Vento IX LLC USA - 51% PWC Wind energy production 58,175 -1,043 - -109 -109 57,023 Horizon Wind Ven- tures IX LLC USA - 51% Unaudited Wind energy production 23,945 -3,042 - 1,574 1,574 22,476 EDPR Vento IV Hold- ing LLC USA - 100% Unaudited Wind energy production 118,569 16,369 - 331 331 135,269 Headwaters Wind Farm LLC USA - 51% Unaudited Wind energy production 192,311 50,337 - 14,801 14,801 257,449 Lone Valley Solar Park I LLC USA - 50% PWC Photovoltaic energy pro- duction 20,274 1,389 - 283 283 21,946 Lone Valley Solar Park II LLC USA - 50% PWC Photovoltaic energy pro- duction 34,134 5,333 - 1,190 1,190 40,657 Rising Tree Wind Farm LLC USA - 51% PWC Wind energy production 78,012 33,069 - 9,993 9,993 121,074 Arbuckle Mountain Wind Farm LLC USA - 51% PWC Wind energy production 128,069 -6,638 - -1,625 -1,625 119,806 Hidalgo Wind Farm LLC USA - 100% PWC Wind energy production 274,895 -420 - 21,964 21,964 296,439 Rising Tree Wind Farm III LLC USA - 51% PWC Wind energy production 111,514 29,871 - 12,595 12,595 153,980 Rising Tree Wind Farm II LLC USA - 51% PWC Wind energy production 20,434 5,009 - 1,081 1,081 26,524 Wheat Field Holding LLC USA - 51% PWC Holding - -20,316 - -4 -4 -20,320 EDPR WF LLC USA - 100% Unaudited Wind energy production 43,543 - - - - 43,543 Sustaining Power So- lutions LLC USA - 100% Unaudited Wind energy production 111,824 -76,371 - -28,943 -28,943 6,510 Green Power Offsets LLC USA - 100% Unaudited Wind energy production 9 -9 - - - - Arkwright Summit Wind Farm LLC USA - 100% PWC Wind energy production 161,204 3,445 - 1,471 1,471 166,120 EDPR Vento I Holding LLC USA - 100% Unaudited Wind energy production 229,974 - - - - 229,974 Turtle Creek Wind Farm LLC USA - 100% PWC Wind energy production 236,466 11,395 - 2,295 2,295 250,156 Rio Blanco Wind Farm LLC USA - 100% Unaudited Wind energy production 2,716 -1 - - - 2,715 Plum Nellie Wind Farm LLC USA - 100% Unaudited Wind energy production - - - -6 -6 -6 Five-Spot LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind Choco- late Bayou I LLC USA - 100% Unaudited Wind energy production - - - - - - Alabama Ledge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Ashford Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Alabama Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blackford Country Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Esker Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Greenbow Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - -
69 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Holly Hill Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Pleasantville Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Mineral Springs Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Black Prairie Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 891 - - - - 891 Duff Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Eastmill Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Lowloand Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - EDPR Wind Ventures X LLC USA - 100% Unaudited Wind energy production - 56,254 - 7,944 7,944 64,198 EDPR Wind Ventures XI LLC USA - 51% Unaudited Wind energy production 25,310 45,754 - 7,390 7,390 78,454 EDPR Wind Ventures XII LLC USA - 51% Unaudited Wind energy production 18,682 5,963 - 2,366 2,366 27,011 EDPR Wind Ventures XIII LLC USA - 51% Unaudited Wind energy production 61,802 27,950 - 7,201 7,201 96,953 EDPR Wind Ventures XIV LLC USA - 51% Unaudited Wind energy production 24,101 28,289 - 8,163 8,163 60,553 Crossing Trails Wind Power Project LLC USA - 100% Unaudited Wind energy production 50,703 -18 - -1,206 -1,206 49,479 Moonshine Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Sedge Meadow Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Helena Harbor Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Headwaters Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Loki Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Leprechaun solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Little brook Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Bright Stalk Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Crossing trails Wind Power Project II LLC USA - 100% Unaudited Wind energy production - - - - - - Headwaters Wind Farm IV LLC USA - 100% Unaudited Wind energy production - - - - - - Blackford country Wind farm LLC USA - 100% Unaudited Wind energy production - - - - - - Prospector Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Rye Patch Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Loblolly Hill solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Meadow lake Wind farm VIII LLC USA - 100% Unaudited Wind energy production - - - - - - Loyal Wind Farm LLC USA - 10% Unaudited Wind energy production - - - - - - Marathon wind Farm LLC USA - 100% Unaudited Wind energy production - - - -2 -2 -2 Cielo Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - -
70 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Quilt block Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Shullsburg Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Loma de la Gloria So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Wrangler Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - San clemente Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Indiana Crossroads Wind Farm II LLC USA - 100% Unaudited Wind energy production 23 - - -35 -35 -12 Bayou bend Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Poplar Camp Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Avondale Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Coldwater Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Meadow Lake Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 12,014 - - -431 -431 11,583 Nine kings Transco LLC USA - 100% Unaudited Wind energy production - - - - - - Sweet Stream Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Harvest Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 2,668 - - -19 -19 2,648 Franklin Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Edpr South Table LLC USA - 100% Unaudited Wind energy production - - - - - - Casa Grande Carmel Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Paulding Wind Farm V LLC USA - 100% Unaudited Wind energy production - - - - - - Waverly wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - 2015 Vento XIV LLC USA - 51% PWC Wind energy production 210,856 -533 - -101 -101 210,223 2011 Vento X LLC USA - 100% PWC Wind energy production 73,974 -990 - -106 -106 72,878 Blue Marmot I LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot II LLC USA - 100% Unaudited Wind energy production - - - - - - Drake Peak Solar ParK LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blue Marmot IV LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot V LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot VI LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot VII LLc USA - 100% Unaudited Wind energy production - - - - - - 2014 Vento XI LLC USA - 51% PWC Wind energy production 192,298 -92 - -4 -4 192,201 EDPR Solar Ventures I LLC USA - 50% Unaudited Photovoltaic energy pro- duction 30,942 20,024 - 129 129 51,095 2014 Sol I LLC USA - 50% PWC Photovoltaic energy pro- duction 54,948 -503 - -70 -70 54,375 2014 Vento XII LLC USA - 51% PWC Wind energy production 98,441 -105 - -7 -7 98,329 2015 Vento XIII LLC USA - 51% PWC Wind energy production 240,287 -754 - -103 -103 239,430 2018 Vento XVIII LLC USA - 100% PWC Wind energy production 397,627 -331 - -92 -92 397,203
71 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Blue Marmot IX LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blue Marmot XI LLC USA - 100% Unaudited Wind energy production - - - - - - Horse Mountain Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot II LLC USA - 100% Unaudited Wind energy production - - - - - - EDPR Wind Ventures XVIII LLC USA - 100% Unaudited Wind energy production 163,816 17,113 - 8,801 8,801 189,729 Riverstart Solar Park II LLC USA - 100% Unaudited Wind energy production - - - - - - Long Hollow Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Castle Valley Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - White Stone Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Riverstart Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction 1,080 - - -38 -38 1,043 Dry Creek Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Lost Lakes Wind Farm LLC USA - 100% Unaudited Wind energy production 101,609 3,253 - -5,021 -5,021 99,841 Riverstart Solar Park IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Riverstart Solar Park V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Timber Road Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 2,625 - - -24 -24 2,601 Paulding Wind Farm VI LLC USA - 100% Unaudited Wind energy production - - - - - - Edpr Ca Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 226 -6 - -13 -13 207 Edpr CA Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction 25 - - -61 -61 -36 Edpr CA Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - -8 -8 -8 Edpr CA Solar Park IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr CA Solar Park V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr CA Solar Park VI LLC USA - 100% Unaudited Photovoltaic energy pro- duction 179 -72 - -143 .143 -36 Soteria Solar Services LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3,361 -110 - -123 -123 3,128 C2 O&M Services LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 Alpha Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 MA Managing Member LLC USA - 85% Unaudited Photovoltaic energy pro- duction 18,273 - - - - 18,273 Smart Suncribe LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - 2021 DG CA Agora Ventures I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 283 - - - - 283 C2 WM Phase 3 Sponsor LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - -
72 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 WM Phase 3 Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 Lessee Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,942 - - - - 1,942 C2 NY Brookhaven LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,942 - - -32 -32 1,909 C2 CI Sponsor 2 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 CI Holdings 2 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM 2020 Parent LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM 2020 Hol- dings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - NY CSG 2 Sponsor LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,887 -5 - - - 1,882 NY CSG 2 Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,903 5,307 - -100 -100 7,109 East River Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,694 - - -65 -65 1,629 Cortland-Virgil Road Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 6,413 - - -420 -420 5,993 Mclean Solar 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - -1,300 - - - -1,300 Mclean Solar 2 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 6,236 -18 - -387 -387 5,830 Route 13 Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 6,692 -77 - -337 -337 6,278 C2 CT Fund 1 MM LLC USA - 85% Unaudited Photovoltaic energy pro- duction 16,790 -141 771 -498 -498 16,922 Cortland-Virgil Road Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 6,413 - - -420 -420 5,993 C2 CT Fund 1 Hold- ing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 33,410 11,878 - -326 -326 44,962 C2 WM Arizona 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 968 -2 - -10 -10 956 C2 WM Arizona 2 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,539 4 - -20 -20 1,524 C2 WM Arizona 3 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,252 -4 - -19 -19 2,229 C2 WM Arizona 4 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,777 -3 - -22 -22 1,753 C2 WM Arizona 5 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,506 -3 - -17 -17 1,486 C2 WM Arizona 6 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,912 8 - -29 -29 1,891 C2 WM Arizona 7 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,202 -3 - -20 -20 2,179 C2 WM Arizona 8 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,106 1 - -22 -22 2,084 C2 WM Arizona 9 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,990 -5 - -20 -20 1,965 C2 WM Arizona 10 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 725 1 - -8 -8 717
73 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 WM Laurens Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,058 19 - -79 -79 1,997 C2 WM New Jersey 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 5,209 -23 - 96 96 5,282 C2 RI Hopkinton LLc USA - 85% Unaudited Photovoltaic energy pro- duction 2,874 14 - -17 -17 2,872 Blissville Road LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,111 -11 - 11 11 2,111 Route 149 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,430 -13 - -11 -11 2,407 Shields Drive LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,335 -14 - -23 -23 2,299 Upper Road LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,216 -8 - -4 -4 2,205 C2 Woodbury Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 9,359 - - -19 -19 9,340 MN CSG 2 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 9,308 -68 - -46 -46 9,194 C2 WM DSA Sponsor LLC USA - 85% Unaudited Photovoltaic energy pro- duction - -1,839 95 -415 -415 -2,159 C2 WM Arizona 9 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,990 -5 - -20 -20 1,965 C2 WM Arizona 10 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 725 1 - -8 -8 717 C2 WM Laurens Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,058 19 - -79 -79 1,997 C2 WM New Jersey 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 5,209 -23 - 96 96 5,282 C2 Centrica MT LLC USA - 85% Unaudited Photovoltaic energy pro- duction 736 13,829 - -13 -13 14,552 C2 WM DSA Hold- ings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 12,077 -6,118 - 448 448 6,406 C2 WM Arizona 1549 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,241 7 - 42 42 1,290 C2 WM Arizona 2112 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 855 2 - 26 26 883 C2 WM Arizona 3360 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 882 2 - 22 22 906 C2 WM Arizona 3465 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 857 23 - 28 28 909 C2 WM Arizona 3799 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 983 12 - 31 31 1,026 C2 WM Arizona 3833 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 990 11 - 28 28 1,029 C2 WM Arizona 3861 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,266 11 - 31 31 1,307 C2 WM Arizona 4451 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,018 - - 26 26 1,044 C2 WM California 1789 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 696 6 - 33 33 735 C2 WM California 1988 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 485 1 - 21 21 506 C2 WM California 4202 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 336 - - 2 2 338
74 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 WM California 4317 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 625 - - - - 625 C2 WM California 5890 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 645 2 - 8 8 655 C2 WM Illinois 253 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,169 -9 - 172 172 1,331 C2 WM Illinois 612 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 762 -5 - 5 5 761 C2 WM Illinois 891 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 892 -11 - 165 165 1,045 C2 WM Illinois 1404 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 909 - - 130 130 1,039 C2 WM Illinois 1489 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 703 -3 - 90 90 790 C2 WM Illinois 1548 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 703 -6 - -16 -16 681 C2 WM Illinois 1553 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 690 -5 - 117 117 801 C2 WM Illinois 1761 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 819 -7 - 87 87 899 C2 WM Illinois 1848 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 631 -9 - 140 140 762 C2 WM Illinois 1933 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 702 -9 - 127 127 820 C2 WM Illinois 2215 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 787 -22 - 141 141 906 C2 WM Illinois 2491 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,046 -11 - 185 185 1,219 C2 WM Illinois 5442 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 576 -7 - 83 83 653 C2 WM Lousiana 87 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 529 4 - 3 3 536 C2 WM Lousiana 309 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 218 - - -1 -1 217 C2 WM Lousiana 539 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 219 - - -1 -1 218 C2 Energy Holdings Inc. USA - 85% Unaudited Photovoltaic energy pro- duction - - - -20 -20 -20 C2 Energy Deve- lopment LLC USA - 85% Unaudited Photovoltaic energy pro- duction 42,084 -87 - -262 -262 41,735 Amsterdam 3 Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 MN Hopkins LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3,114 - - -3 -3 3,111 C2 NC Kitty Hawk LLC USA - 85% Unaudited Photovoltaic energy pro- duction 28 - - -28 -28 - C2 NJ Andover I LLC USA - 85% Unaudited Photovoltaic energy pro- duction - 909 - 90 90 999 C2 NY Sentinel Heights Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 928 - - -17 -17 911 C2 OH New Lebanon LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 OH Otsego I LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - -
75 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 OH Otsego II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 39 1,538 - -193 -193 1,384 C2 SH 2019 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,115 - - - - 2,115 EDPR NA DG MN YMCA LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - CA Marinwood Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 50 - - - - 50 CA Olde Thompson Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - -223 - -38 -38 -262 MidCoast C2 Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 7 - - - - 7 NJ GSEB Fal Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2 - - -4 -4 -2 NY Hemlock Hills so- lar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 6 - - -6 -6 - NY Mines Press Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - -3,850 - - - -3,850 NY Morgan Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction -8 - - 1 1 -6 NY OG 1 Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 5,560 - - - - 5,560 Omega CSG 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,496 2,492 49 -533 -533 3,504 Penn Yan Solar I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 7,429 - - -269 -269 7,160 RI Abrava Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 378 - - -77 -77 301 RI Stainless LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - Strawberry Solar Farm LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,307 - - -58 -58 2,249 VT Stone Valley LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 30 - - - - 30 C2 WM Arizona Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM California Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM Illinois Hold- ings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 29 - - 3 3 32 C2 WM Louisiana Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction -2 2 - - - - C2 WM Maryland Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM New Jersey Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - C2 WM Regent Dev Holdings 2020 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - 15 - -14 -14 1 C2 WM Arizona 1512 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 679 - - - - 679 C2 WM Arizona 5768 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 292 - - 1 1 293
76 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 WM Maryland 1715 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 270 -1 - 4 4 273 C2 WM Maryland 2436 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 64 -2 - 10 10 72 C2 WM New Jersey 1807 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 631 - - - - 631 C2 WM New Jersey 1844 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 626 - - - - 626 C2 WM New Jersey 1869 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 642 - - - - 642 C2 WM New Jersey 1977 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 637 - - - - 637 C2 WM New Jersey 2195 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,096 - - 4 4 1,100 C2 WM New Jersey 3795 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,235 - - - - 1,235 C2 Rho LLC USA - 85% Unaudited Photovoltaic energy pro- duction 34,947 1,263 - 893 893 37,104 C2-REA Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 9,211 -736 - -2 -2 8,473 C2 CA 2016 Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,249 153 - -12 -12 1,390 REA-C2 2016 Lessee LLC USA - 85% Unaudited Photovoltaic energy pro- duction 7,064 234 - 4 4 7,302 Camden PV Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 7,249 -500 - -296 -296 6,453 C2 MA Managing Member II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,700 - - 1 1 2,701 C2 MA FKW Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,701 -30 - -67 -67 2,604 RevEnergy C2 Frank- lin LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,702 29 - -61 -61 1,670 C2 MA Kelly Way So- lar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,129 -32 - -4 -4 1,093 C2 MA Lakeville Sponsor LLC USA - 85% Unaudited Photovoltaic energy pro- duction 7,608 - - - - 7,608 C2 MA Lakeville Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 7,608 553 - -28 -28 8,134 C2 MA Lakeville LLC USA - 85% Unaudited Photovoltaic energy pro- duction 8,111 -146 - -26 -26 7,939 C2 MA DEPCOM Sponsor LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3,635 - - - - 3,635 C2 MA DEPCOM 2017 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3,635 1,286 - 38 38 4,960 C2 MA Adams II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,754 46 - -66 -66 1,734 C2 MA New Salem LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,326 32 - -2 -2 1,356 C2 MA Dudley II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,552 -29 - -132 -132 1,391 Norton Solar I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,531 55 - 156 156 1,743 Norton Solar II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,660 19 - 33 33 1,712
77 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 Starrtt Sponsor LLC USA - 85% Unaudited Photovoltaic energy pro- duction 16,975 - - - - 16,975 C2 CB 2017 Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 16,975 997 - -602 -602 17,370 C2 Scripps 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,365 -25 - -65 -65 1,275 C2 Scripps 4 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,257 -11 - -37 -37 1,209 C2 Starratt Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 13,194 -92 - -216 -216 12,886 C2 WM Greenwood Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 360 1 - 4 4 365 C2 WM Powdersville Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 563 -1 - -15 -15 547 C2 WM Simpsonville Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 717 1 - -3 -3 715 C2 MA Owner LLC USA - 85% Unaudited Photovoltaic energy pro- duction 18,273 488 - 1 1 18,761 C2 MA Adams I Hold- ings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 10,203 394 - -205 -205 10,392 C2 MA Adams I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 10,157 -187 - -436 -436 9,534 C2 MA Swansea Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 5,955 260 - -159 -159 6,056 C2 MA Swansea LLC USA - 85% Unaudited Photovoltaic energy pro- duction 6,403 -218 - 198 198 6,383 C2 MA 2016 Hol- dings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,646 62 - 12 12 1,720 RS Holyoke 3 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,661 -51 - -44 -44 1,566 C2 Franklin LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3,127 -5 - - - 3,122 C2 Gamma Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3,127 -2 - -70 -70 3,056 C2 Morin LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,586 -18 - -82 -82 1,486 SLX Project 1080 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,475 30 - 43 43 1,547 C2 WM Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,465 - - - - 1,465 C2 WM Phase I Hold- ings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,418 33 - -3 -3 1,448 C2 WM Chester Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 237 - - -18 -18 219 C2 WM Indian Land Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 497 -2 - -33 -33 462 C2 WM Lake Wylie Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 508 -3 - -30 -30 475 C2 WM Pickens Leasing LLC USA - 85% Unaudited Photovoltaic energy pro- duction 195 -1 - 13 13 207 C2 Bristol I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 387 - - -9 -9 378 C2 CA WMS Red- lands #1693 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - -
78 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL C2 CA WMS Bloom- ington#3459 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 17 - - - - 17 C2 IL WMS Skokie #1998 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 15 - - - - 15 2021 DG Apollo Sol II LLC USA - 85% Unaudited Photovoltaic energy pro- duction - -71 - 71 71 - 2021 DG Apollo Ven- tures II LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - RI Sposato Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 66 - - - - 66 RSBF E470 I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,034 -5 - 87 87 1,117 C2 Bristol II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 331 - - - - 331 C2 Omega Holding Company LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - -8 -8 -8 C2 WM California 2039 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 61 - - -61 -61 - C2 WM California 5884 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 18 - - -18 -18 - Camden PV PSEG Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 102 -10 - -49 -49 43 EDPR NA DG MN SLP LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - Me Dover Foxcroft Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 406 - - -1 -1 405 ME Ellsworth Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 611 - - -1 -1 610 ME Punky Meadows Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - ME Rocky Hill Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 123 - - - - 123 ME Sandy Hill Solar LLC. USA - 85% Unaudited Photovoltaic energy pro- duction 147 - - - - 147 NH Hinsdale Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - New Scotland 5 Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - CA Gettysburg Solar Farm LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1,646 - - - - 1,646 CA Syracuse Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 43 - - - - 43 CA Tours Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - -1 -1 -1 2021 DG CA Apollo Sol II LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - 2021 DG CA Apollo Ventures II LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - 2021 DG Agora Sol I LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - NC Loy Farm Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction -22 - - -25 -25 -47 NV Solar Sparks LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1 - - - - 1
79 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL RSBF Jeffco II LLC USA - 85% Unaudited Photovoltaic energy pro- duction 371 - - -3 -3 368 2021 DG Agora Ven- tures I LLC USA - 85% Unaudited Photovoltaic energy pro- duction 5,071 - - -38 -38 5,033 2021 DG CA Agora Sol I LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - 2021 DG Agora Hol- dings LLC USA - 85% Unaudited Photovoltaic energy pro- duction - -5.258 - - - -5,258 DC-JD Portfolio-818 Michigan USA - 85% Unaudited Photovoltaic energy pro- duction 2 - - -3 -3 -1 DC-JD Portfolio-Bar- ref Roof USA - 85% Unaudited Photovoltaic energy pro- duction 1 - - - - 1 DC-JD Portfolio-Flat Roof USA - 85% Unaudited Photovoltaic energy pro- duction 1 - - - - 1 ME New Vineyard Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 109 - - - - 109 DC-JD Portfolio- Green Roof USA - 85% Unaudited Photovoltaic energy pro- duction 2 - - - - 2 DC-JD Portfolio-Park- ing Deck USA - 85% Unaudited Photovoltaic energy pro- duction 2 - - - - 2 Creed Road Solar 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 3 - - - - 3 German Comunity Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 4,573 - - -82 -82 4,491 Gilpatrick Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 562 - - - - 562 North Coast Highway Solar 1 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 13 - - - - 13 North Coast Highway Solar 2 LLC USA - 85% Unaudited Photovoltaic energy pro- duction 34 - - - - 34 Parkman Solar DG LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - Piscataquis Valley Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 354 - - - - 354 Waterville Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - NY-Postdam I USA - 85% Unaudited Photovoltaic energy pro- duction 2,753 - - -19 -19 2,734 2021 DG CA Agora Holdings LLC USA - 85% Unaudited Photovoltaic energy pro- duction 50 - - - - 50 RI-Comolli USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - RI-Moo Cow USA - 85% Unaudited Photovoltaic energy pro- duction 1,334 - - 3 3 1,337 EDPRNA DG WM Illi- nois 1998 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - SC Heathwood Hall Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1 - - - - 1 SC Southern Wes- leyan Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 1 - - - - 1 VA-Green Acres USA - 85% Unaudited Photovoltaic energy pro- duction 8 - - - - 8 SC Beaufort Jasper Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 5 - - -1 -1 4
80 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL EDPRNA DG WM Illi- nois 3459 LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - MT Plentywood Solar I LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - MT Plentywood Solar II LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - ND Crystal Solar I LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - DC Green Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - DC PD Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - Morgan Road Solar West LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,142 - - -23 -23 2,119 Morgan Road Solar East LLC USA - 85% Unaudited Photovoltaic energy pro- duction 2,359 - - -22 -22 2,337 NY Gomer SAS LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - NY Broadway SAS LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - NY Highlana SAS LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - AZ Mohave Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction 641 - - - - 641 RI Quarry Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - DC Michigan Solar LLC USA - 85% Unaudited Photovoltaic energy pro- duction - - - - - - EDP Renewables Canada LTD. Canada 100% - Unaudited Holding 100,150 -136 32 -2,663 -2,663 97,383 EDP Renewables Sharp Hills Project LP Canada - 100% Unaudited Wind energy production 12,873 -739 1,614 -862 -862 12,886 SBWF GP Inc. Canada - 51% Unaudited Wind energy production - 1 - - - 1 South Dundas Wind Farm LP Canada - 51% PWC Wind energy production 3,368 20,799 -234 3,599 3,599 27,532 Nation Rise Wind Farm LP Canada - 51% Unaudited Wind energy production 50,264 -876 -2,709 1,091 1,091 47,770 Nation Rise Wind Farm GP Inc. Canada - 100% Unaudited Wind energy production 1 -12 - -6 -6 -17 South Branch Wind Farm II GP Inc. Canada - 100% Unaudited Wind energy production - - - - - - South Branch Wind Farm II LP Canada - 100% Unaudited Wind energy production 269 -445 - 7 7 -169 EDP Renewables Sharp Hills Project GP Ltd. Canada - 100% Unaudited Wind energy production - - - - - - Edp Renewables Ca- nada Management Services LTD Canada - 100% Unaudited Holding - -2,644 - - - -2,644 Edp Renewables Sask Se GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Edp Renewables Sask SE Limited Part- nership Canada - 100% Unaudited Wind energy production - -562 - -154 -154 -716 Kennedy Wind farm GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Keneedy Wind farm Limited Partnership Canada - 100% Unaudited Wind energy production - -216 - 2 2 -215 Bromhead Solar Park Gp Ltd Canada - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Bromhead Solar Park Limited Partnership Canada - 100% Unaudited Photovoltaic energy pro- duction - -216 - 2 2 -215
81 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Halbrite Solar Park Gp Ltd Canada - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Halbrite Solar Park Limited Partnership Canada - 100% Unaudited Photovoltaic energy pro- duction - -216 - 2 2 -215 Blue Bridge Solar Park Gp Ltd Canada - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blue bridge Solar Park Limited Partner- ship Canada - 100% Unaudited Photovoltaic energy pro- duction - -216 - 2 2 -215 Edp Renewables Sh II Project GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Edp Renewables Sh II Project GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Eolos Energia,S.A.S E.S.P Colombia 100% - PWC Wind energy production 3,586 32,114 3,346 -4,340 -4,340 34,707 Vientos del Norte,S.A.S, E.S.P Colombia 100% - PWC Wind energy production 3,005 26,998 3,300 -3,633 -3,633 29,670 Solar Power Solu- tions,S.A.S E.S.P Colombia 100% - PWC Photovoltaic energy pro- duction 228 1,659 - -440 -440 1,447 Elipse Energia ,S.A.S E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction 56 90 - -438 -438 -292 Omega Energia S.A.S E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction 56 90 - -436 -436 -291 Kappa Ener- gia,S.A.S.E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction 56 90 - -436 -436 -291 Edpr Vietnam Com- pany Limited Vietman 100% - PWC Holding 279 - - -993 -993 -715 Trun Son Energy De- velopment LLC Vietman - 100% PWC Photovoltaic energy pro- duction 7,620 903 - -350 -350 8,174 Trung Song SG Pte Ltd Singapur 100% - PWC Photovoltaic energy pro- duction 9,425 -68 - -67 -67 9,290 LYS Energy Invest- ment Pte Ltd Vietman - 100% PWC Photovoltaic energy pro- duction 9,425 -1,718 - 120 120 7,827 EDP Renewables Chile,SpA Chile 100% - Unaudited Holding 3,497 - - -315 -315 3,182 Los Llanos Solar,SpA Chile - 100% Unaudited Photovoltaic energy pro- duction 1 - - -450 -450 -449 Parque Eólico Punta de Talca,SpA Chile - 100% Unaudited Wind energy production 317 -272 - -704 -704 -659 Parque Eólico San Andrés, SpA Chile - 100% Unaudited Wind energy production 388 -368 - -333 -333 -313 Parque Eólico Victo- ria,SpA Chile - 100% Unaudited Wind energy production 1,158 -1,107 - -297 -297 -247 OMA Haedori Co,Ltd Korea - 60% Unaudited Wind energy production 370 -9 - -430 -430 -70 EDP Renováveis Bra- sil, S.A. Brazil 100% - PWC Holding 337,470 46,063 1,359 12,349 12,349 397,241 Central Nacional de Energia Eólica, S.A. Brazil - 51% PWC Wind energy production 1,964 52 - 1,276 1,276 3,292 Elebrás Projetos, S.A. Brazil - 51% PWC Wind energy production 16,447 339 - 8,878 8,878 25,664 Central Eólica Baixa do Feijão I, S.A. Brazil - 51% PWC Wind energy production 6,215 1,854 - 264 264 8,333 Central Eólica Baixa do Feijão II, S.A. Brazil - 51% PWC Wind energy production 6,426 1,888 - 420 420 8,734 Central Eólica Baixa do Feijão III, S.A. Brazil - 51% PWC Wind energy production 10,684 359 - -73 -73 10,970 Central Eólica Baixa do Feijão IV, S.A. Brazil - 51% PWC Wind energy production 7,042 1,184 - 145 145 8,370 Central Eólica JAU, S.A. Brazil - 51% PWC Wind energy production 27,583 7,264 - 1,924 1,924 36,771 Central Eólica Aven- tura I, S.A. Brazil - 51% PWC Wind energy production 12,944 555 - 805 805 14,304
82 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Central Eólica Aventura II, S.A. Brazil - 100% PWC Wind energy production 4,948 -585 - 2,248 2,248 6,611 Central Eólica Bo- queirao I,S.A. Brazil - 100% PWC Wind energy production 15,881 -6 - -12 -12 15,864 Central Eólica Bo- queirao II, S.A. Brazil - 100% PWC Wind energy production 11,132 -4 - -8 -8 11,120 Central Eólica Catan- duba I, S.A. Brazil - 100% PWC Wind energy production - -5 - -177 -177 -182 Central Eólica Cata- dunba II, S.A. Brazil - 100% PWC Wind energy production - -5 - -6 -6 -11 Jerusalém Hold- ing,S.A Brazil - 100% PWC Holding 9,067 -76 - -98 -98 8,893 Central Eólica Monte Verde VI,S.A Brazil - 100% PWC Wind energy production 1,935 -10 - -19 -19 1,906 Monte Verde hold- ing,S.A Brazil - 100% PWC Holding 15,343 -64 - -127 -127 15,152 Central Eóílica Aven- tura III,S.A Brazil - 100% PWC Wind energy production 6,299 -688 - 2,770 2,770 8,381 Central Eólica Aven- tura IV,S.A Brazil - 100% PWC Wind energy production 7,802 -725 - 2,891 2,891 9,968 Central Eólica Aven- tura V,S.A Brazil - 100% PWC Wind energy production 6,936 -586 - 2,338 2,338 8,688 Srmn Holding S,A Brazil - 100% PWC Holding 42,959 -376 - 1,039 1,039 43,623 Central Eólica Srmn I,S.A Brazil - 100% PWC Wind energy production 8,576 -38 - -164 -164 8,374 Central Eólica Srmn II,S.A Brazil - 100% PWC Wind energy production 13,216 -296 - 1,151 1,151 14,070 Central Eólica Srmn III,S.A Brazil - 100% PWC Wind energy production 8,591 -31 - -158 -158 8,402 Central Eólica Srmn IV,S.A Brazil - 100% PWC Wind energy production 8,818 -30 - -150 -150 8,638 Central Eólica Srmn V,S.A Brazil - 100% PWC Wind energy production 6,552 -112 - 387 387 6,826 Central Solar Lagoa I, S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction 81 - - -1 -1 80 Central Solar Lagoa II, S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction 81 - - -1 -1 80 Aventura Holding,S.A Brazil - 100% PWC Holding 20,243 -2,585 - 10,224 10,224 27,882 Central Eólica Monte Verde I,S.A Brazil - 100% PWC Wind energy production 3,264 -11 - -20 -20 3,233 Central Eólica Monte Verde II,S.A Brazil - 100% PWC Wind energy production 3,218 -7 - -19 -19 3,193 Central Eólica Monte Verde III,S.A Brazil - 100% PWC Wind energy production 2,928 -10 - -19 -19 2,899 Central Eólica Monte Verde IV,S.A Brazil - 100% PWC Wind energy production 2,302 -9 - -16 -16 2,277 Central Eólica Monte Verde V,S.A Brazil - 100% PWC Wind energy production 1,667 -2 - -15 -15 1,649 Central Solar Pereira Barreto I,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 6,231 -499 - 1,762 1,762 7,494 Central Solar Pereira Barreto II,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 16,259 -580 - 1,734 1,734 17,414 Central Solar Pereira Barreto III,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 5,507 -366 - 1,301 1,301 6,441 Central Solar Pereira Barreto IV,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 8,676 -442 - 1,066 1,066 9,300 Central Solar Pereira Barreto V,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 2,224 -86 - -20 -20 2,119 Central Eólica Jeru- salém I,S.A Brazil - 100% PWC Wind energy production 1,568 -13 - -16 -16 1,539 Central Eólica Jeru- salém II,S.A Brazil - 100% PWC Wind energy production 1,429 -10 - -12 -12 1,406 Central Eólica Jeru- salém III,S.A Brazil - 100% PWC Wind energy production 1,539 -11 - -16 -16 1,512 Central Eólica Jeru- salém IV,S.A Brazil - 100% PWC Wind energy production 1,420 -11 - -12 -12 1,397 Central Eólica Jeru- salém V,S.A Brazil - 100% PWC Wind energy production 1,422 -11 - -12 -12 1,399
83 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Central Eólica Jeru- salém VI,S.A Brazil - 100% PWC Wind energy production 1,667 -11 - -13 -13 1,643 Central Eólica Ama- nhecer I,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Eólica Ama- nhecer II,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Eólica Ama- nhecer III,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Eólica Ama- nhecer IV,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Eólica Ama- nhecer V,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Eólica Ama- nhecer VI,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Eólica Ama- nhecer VII,S.A Brazil - 100% Unaudited Wind energy production - - - - - - Central Solar Novo Oriente I,S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Central Solar Novo Oriente II,S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Central Solar Novo Oriente III,S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Central Solar Novo Oriente IV,S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Central Solar Novo Oriente V,S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Central Solar Novo Oriente VI,S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Central Geradora Fo- tovoltaica Monte Verde Solar II,S.A. Brazil - 100% Unaudited Photovoltaic energy pro- duction - - 149 - - 149 Central Geradora Fo- tovoltaica Monte Verde Solar III,S.A. Brazil - 100% Unaudited Photovoltaic energy pro- duction - - 149 - - 149 Central Geradora Fo- tovoltaica Monte Verde Solar IV,S.A. Brazil - 100% Unaudited Photovoltaic energy pro- duction - - 149 - - 149 Central Geradora Fo- tovoltaica Monte Verde Solar VI,S.A. Brazil - 100% Unaudited Photovoltaic energy pro- duction - - 149 - - 149 Central Geradora Fo- tovoltaica Monte Verde Solar VII,S.A. Brazil - 100% Unaudited Photovoltaic energy pro- duction - - 149 - - 149 *Companies included in the tax group that the Company belongs to (note 18)
84 THOUSAND EUROS JOINTLY CONTROLLED ENTITIES AND ASSOCIATES REGISTERED OFFICE % DIRECT % INDIRECT AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Biomasas del Pirineo, S.A. Huesca, Spain - 30% Unaudited Biomass electricity pro- duction 455 -217 - - - 238 Sistemas Eólicos tres Cruces,S.L Soria, Spain - 25% Unaudited Wind energy production 50 -19 - - - 31 Desarrollos Ener- géticos del Val,S.l Soria, Spain - 25% Unaudited Wind energy production 137 153 - - - 290 Parque Eólico Sie- rra del Madero, S.A. Soria, Spain - 42% Kpmg Wind energy production 7,194 26,218 - 7,766 7,766 41,178 Desarrollos Eóli- cos de Canarios, S.A. Las Palmas de Gran Ca- naria, Spain - 45% PWC Wind: Wind farm develop- ment 1,817 635 - 3,631 3,631 6,083 Solar Siglo XXI, S.A. Ciudad Real, Spain - 25% Unaudited Wind energy production 80 -18 - - - 62 Parque Eólico Bel- monte, S.A. Madrid, Spain - 30% Kpmg Wind energy production 120 8,114 - 1,278 1,278 9,512 OW Offshore,S.L Spain 50% - PWC Wind energy production 57,520 611,659 3,188 34,902 34,902 707,268 Eólica de Sao ju- liao,lda Portugal - 45% Unaudited Wind energy production 500 2,285 -11,987 -2,724 -2,724 -11,927 Evolución 2000,S.L Spain - 49,% PWC Wind energy production 118 19,846 - 3,936 3,936 23,900 Desarrollos ener- géticos Canarias, S.A Spain - 50% Unaudited Wind: Wind farm develop- ment 15 -25 - - - -10 Eox Pax lla,S.L Spain - 48,5% Deloitte Wind energy production 6 434 -3,774 2,872 2,872 462 Geólica Magal- lón,S.L Spain - 36% PWC Wind energy production 2,040 -1,320 - 5,982 5,982 6,702 San Juan de Bar- gas Eólica, S.L Spain - 47% PWC Wind energy production 5,000 1,235 - 5,132 5,132 11,367 Unión Generado- res de Energia,S.l Spain - 50% PWC Wind energy production 23 4,540 - - - 4,563 Evoikos Vo- reas,A.E Greece - 51% Unaudited Wind energy production 66 657 - -38 -38 685 Sofrano A.E.E Greece - 51% Unaudited Wind energy production 700 -22 - -33 -33 645 Solar Works! B.V Netherlands - 20% RSM Global Wind energy production 5,977 -4,739 - -1,238 -1,238 - Goldfinger Ventures LLC USA - 50% PWC Wind energy production 124,067 -825 - 18,569 18,569 141,811 Goldfinger Ventures II LLC USA - 50% PWC Wind energy production 162,629 4,136 - 27,278 27,278 194,044 Biomasas del Pirineo, S.A. Huesca, Spain - 30% Unaudited Biomass electricity pro- duction 455 -217 - - - 238 Nine Kings Wind Farm LLC USA - 50% Unaudited Wind energy production - - - - - - Riverstart Ven- tures LLC USA - 20% PWC Photovoltaic energy pro- duction 130,232 - - - - 130,232 2019 Vento XX LLC USA - 20% PWC Wind energy production - 106,296 - 109,646 109,646 215,942 2017 Vento XVII LLC USA - 20% PWC Wind energy production 155,760 - - 21,455 21,455 177,215 2018 Vento XIX LLC USA - 20% PWC Wind energy production 75,648 43,791 - 14,059 14,059 133,497 Solar Ventures Acquisition LLC USA - 50% Unaudited Photovoltaic energy pro- duction - 3,067 - -2 -2 3,065 Blue Canyon Windpower LLC USA - 25% PWC Wind energy production - - - - - - Riverstart Devel- opment LLC USA - 20% Unaudited Photovoltaic energy pro- duction - - - - - - Flat Rock Windpower II LLC USA - 50% PWC Wind energy production 190,558 -103,366 - -6,458 -6,458 80,735 Flat Rock Windpower LLC USA - 50% PWC Wind energy production 484,142 -271,105 - -15,317 -15,317 197,721 Moray West Hold- ings limited United King- dom - 33.4% PWC Wind energy production 1 -602 - -362 -362 -962 Nine Kings Wind Farm LLC USA - 50% Unaudited Wind energy production - - - - - - Riverstart Ven- tures LLC USA - 20% PWC Photovoltaic energy pro- duction 130,232 - - - - 130,232
85 THOUSAND EUROS JOINTLY CONTROLLED ENTITIES AND ASSOCIATES REGISTERED OFFICE % DIRECT % INDIRECT AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL 2019 Vento XX LLC USA - 20% PWC Wind energy production - 106,296 - 109,646 109,646 215,942
86 Annex II (Free translation from the original in Spanish. In the event of discrepancy, the Spanish-language version prevails.) EDP Renovaveis, S.A. Details of investments in Group companies as at 31 December 2020 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL EDP Renewables EUROPE, S.L.U.* Spain 100% - PWC Holding 249,499 1,613,267 - 639,587 639,587 2,502,353 EDP Renovables España, S.L.U.* Spain - 100% PWC Holding, construction and wind energy pro- duction 46,128 382,565 313 255,819 255,819 684,825 EDPR Polska, Sp.z.o.o. Poland - 100% PWC Holding and wind energy production 94,272 83,358 107 2,604 2,604 180,341 EDPR International Investmets, B.V. Netherlands - 100% PWC Holding 20 -27,259 - 30,531 30,531 3,293 EDPR France Hold- ing SAS France - 100% PWC Holding 19,900 37,926 - -6,764 -6,764 51,063 EDP Renewables SGPS,SA Portugal - 100% PWC Holding 50 116,930 - 9,848 9,848 126,828 EDP Renewables Belgium,S.A Belgium 0.17% 99.83% PWC Holding 287 403 - -99 -99 590 EDPR Portugal , S.A. Portugal - 51% PWC Holding and wind energy production 7,500 97,075 4,074 46,341 46341 154,990 EDPR PT-Promo- cao e Opera- cao,S.A Portugal - 100% PWC Wind: Wind farm devel- opment 58 6,903 788 -1,390 -1,390 5,571 Cernavoda Power,S.A Romania 0.01% 99.99% PWC Wind energy production 68,939 -14,683 - 3,566 3,566 57,822 VS Wind Farm S.A. Romania 0.01% 99.99% PWC Wind energy production 44,394 2,238 - 2,761 2,761 49,392 Pestera Wind Farm, S.A. Romania 0.01% 99.99% PWC Wind energy production 55,439 -15,698 - 2,451 2,451 42,192 EDPR Romania, S.R.L. Romania 0.01% 99.99% PWC Wind energy production 222,119 54,448 - 11,182 11,182 287,749x Sibioara Wind Farm,S.r.L Romania 0.01% 99.99% PWC Wind energy production 16,819 -10,407 - -25 -25 6,388 EDP Renowables Italia,S.r.l Italy - 51% PWC Holding and wind energy production 34,439 15,812 - 11,225 11,225 61,477 EDP Renovaveis Servicios Financie- ros. S.A* Spain 70.01% 29.99% PWC Other eco- nomic activi- ties 84,691 321,750 - 10,687 10,687 417,128 Parque Eólico Santa Quiteria, S.L. Spain - 84% PWC Wind energy production 63 14,019 - 620 620 14,702 Eólica La Janda, S.l.U* Spain - 100% PWC Wind energy production 4,525 10,802 - 10,506 10,506 25,833 Eólica Fontesilva, S.L.U* Spain - 100% PWC Wind energy production 6,860 8,664 - 1,055 1,055 16,579 EDPR Yield S.A.U* Spain - 100% PWC Wind energy production 99,405 59,272 - 29,740 29,740 188,418 Parque Eólico Altos del Voltoya S.A.* Spain - 93% PWC Wind energy production 6,434 12,207 - 195 195 18,836 Eólica La Brújula, S.A.U Spain - 100% PWC Wind energy production 3,294 16,095 - 2,852 2,852 22,241 Eólica Arlanzón S.A. Spain - 85% PWC Wind energy production 4,509 8,365 - 414 414 13,289 Eolica Campollano S.A. Spain - 75% PWC Wind energy production 6,560 20,959 - 2,512 2,512 30.031 Parque Eólico La Sotonera S.L. Spain - 70% PWC Wind energy production 2,000 5,958 - 427 427 8,385 Viesgo Eu- ropa,S.L.U Spain - 100% PWC Wind energy production 1,000 2,453 - - - 3,453 Viesgo Renova- bles,S.L.U Spain - 100% PWC Wind energy production 12,770 179,357 - - - 192,126 Viesgo Manteni- miento,S.L.U Spain - 100% PWC Wind energy production 3 923 - - - 926
87 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Northeolic Monte Buño, S.L Spain - 75% PWC Wind energy production 4 -155 - - - -151 Compañia Eolica Aragonesa S.A Spain - 100% PWC Wind energy production 6,701 34,564 - - - 41,265 Parque Eólico de Abrazadilla, S.L.U Spain - 100% Unaudited Wind energy production 3 -1 - -2 -2 0 Korsze Wind Farm,SP.z.o.o Poland - 51% PWC Wind energy production 8,420 14,829 - 6,283 6,283 29,532 Radzeijów wind farm SP.z.o.o Poland - 51% PWC Wind energy production 5,982 -3,738 - -144 -144 2,100 Energiaki Arvani- kou E.P.E Greece 0.01% 99.99% Unaudited Wind energy production 13,222 860 - -825 -825 13,258 Wind Park Aerorrachi M.A.E Greece - 100% Unaudited Wind energy production 310 735 - -1,061 -1,061 -16 Edpr Hellas 1 M.A.E Greece - 100% Unaudited Wind energy production 1,205 388 - -155 -155 1,438 Edpr Hellas 2 M.A.E Greece - 100% Unaudited Wind energy production 410 1,428 - -173 -173 1,665 Wind Shape,Ltd Greece - 100% Unaudited Wind energy production 18 -52 - - - -34 Aioliko Parko Fthiotidos Erimia E.P.E Greece 0.67 99.33% Unaudited Wind energy production 35 261 - -158 -158 138 Wincap S.R.L Italy - 100% PWC Wind energy production 2,550 4,990 - 870 870 8,411 Renovables Casti- lla La Mancha, S.A. Spain - 90% PWC Wind energy production 60 4,662 - 1,609 1,609 6,332 Monts de la Made- leine Energie,SA.S France - 100% PWC Wind energy production 37 -22 - -10 -10 5 Monts du Forez Energie,SAS France - 100% PWC Wind energy production 37 -69 - -8 -8 -40 Sarve,S.R.L Italy - 51% Unaudited Wind energy production 10 84 - -243 -243 149 Bourbriac II SAS France - 100% PWC Wind energy production 1 -29 - -6 -6 -34 Molen Wind II sp.Z.o.o Poland - 51% PWC Wind energy production 3 10,367 210 2,093 2,093 12,672 Breva Wind S.R.L Italy - 100% PWC Wind energy production 7,100 -824 - -330 -330 5,946 Acampo Arias, SL* Spain - 95% PWC Wind energy production 3,314 3,200 - 609 609 7,123 Relax Wind Park III, Sp.z.o.o. Poland - 51% PWC Wind energy production 12,916 1,648 59 1,207 1,207 15,830 Relax Wind Park I, Sp.z.o.o. Poland - 51% PWC Wind energy production 10,085 7,308 3,125 5,811 5,811 26,330 Parque Eólico Los Cantales, S.L.U.* Spain - 100% PWC Wind energy production 1,963 1,363 - 1,061 1,061 4,387 Gudziki Wind Farm,sp.z.o.o Poland - 51% Unaudited Wind energy production 1 -3 - -20 -20 -22 EW Dobrzyca, sp z.o.o Poland - 100% Unaudited Wind energy production 146 6,833 50 -489 -489 6,541 Ujazd, So.z.o.o Poland - 100% Unaudited Wind energy production 1,007 -825 8 -234 -234 -44 Winfan,Sp.z.o.o Poland - 100% Unaudited Wind energy production 4 162 2 -81 -81 88 Kowalewo Wind.Sp z.o.o Poland - 100% Unaudited Wind energy production 19 485 4 -179 -179 329 EWP European Wind Power Krasin,Sp.z.o.o Poland - 100% Unaudited Wind energy production 1,558 -104 31 -287 -287 1,198 Nowa Energia 1 Sp,z.o.o Poland - 100% Unaudited Wind energy production 18 333 9 -629 -629 -268 Farma Wiatrowa Bogoria,Sp z.o.o Poland - 100% Unaudited Wind energy production 519 1,894 14 -292 -292 2,135 Lichnowy Wind- farm,Sp z.o.o Poland - 100% Unaudited Wind energy production 188 983 18 -8 -8 1,181 Edpr Polska So- lar,Sp.z.o.o. Poland - 100% Unaudited Wind energy production 1 -87 - -113 -113 -2 La Plaine De Nouaille,S.A.S France - 100% PWC Wind energy production 8 -24 - -6 -6 -23 Le Chemin de Saint Druon,S.A.S France - 100% PWC Wind energy production 92 -14 - -4 -4 73 Parc Eolien des Longs Champs, S.A.R.L France - 100% PWC Wind energy production 1,201 86 - 486 486 1,773
88 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Parc Eolien de Mancheville, S.A.R.L France - 100% PWC Wind energy production 1 145 - 189 189 336 Parc Eolien de La Hetroye, SAS France - 100% PWC Wind energy production 37 -56 - -4 -4 -23 Parc Eolien Louvie- res,S.A.R.L France - 100% Unaudited Wind energy production 1 -68 - 185 185 119 Parc Eolien de Dionay,S.A.A France - 100% PWC Wind energy production 37 -78 - -5 -5 -46 Parc Éolien d´En- trains-sur-No- hain,S.A.S France - 90% PWC Wind energy production 451 -17 - -5 -5 429 Parc Éolien de Mar- chéville,S.A.S France - 100% PWC Wind energy production 1 -126 - 497 497 372 Le Chemin deLa Corvée,S.A.S France - 100% PWC Wind energy production 123 -61 - -2 -2 60 Eólica de Serra das Alturas,S.A Portugal - 25.55% PWC Wind energy production 50 6,309 - 1,395 1,395 7,754 Malhadizes- Ener- gia Eólica, SA Portugal - 51% PWC Wind energy production 50 7,657 - 2,255 2,255 9,962 Eólica de Montene- grelo, LDA Portugal - 25.55% PWC Wind energy production 50 9,760 - 2,388 2,388 12,198 Eólica da Ala- goa,SA Portugal - 30.60% PWC Wind energy production 50 3,297 564 1,542 1,542 5,454 Fotovoltaica Lott A,S.A Portugal - 100% PWC Wind energy production 50 -22 - -24 -24 4 Aplica.Indust de Energias limpias S.L Spain - 62% Unaudited Wind energy production 131 855 - 393 393 1,379 Aprofitament D´Energies Reno- vables de la Tierra Alta S.A Spain - 28.35% Unaudited Wind energy production 1,994 -1,966 - -2 -2 27 Parc Eólic Serra Voltorera S.l.U Spain - 100% PWC Wind energy production 3,458 6,806 - 846 846 11,110 Elektrownia Wia- trowa Kresy I sp zoo Poland - 51% PWC Wind energy production 15 68,709 665 6,259 6,259 75,648 Edpr Villla Galla,S.R.L Italy - 51% PWC Wind energy production 9,000 51,208 - 7,515 7,515 67,723 Desarrollos Eólicos de Teruel SL Spain - 51% Unaudited Wind energy production 60 - - - - 60 Custolito,S.r.l Italy - 100% Unaudited Wind energy production 10 35 - -10 -10 35 Edpr Sicilia PV,S.r.l Italy - 100% Unaudited Wind energy production 10 -3 - -9 -9 -2 Edpr Sicilia Wind,S.r.l Italy - 100% Unaudited Wind energy production 10 -3 - -28 -28 -20 Tebar Eólica, S.A.U.* Spain - 100% PWC Wind energy production 4,720 2,561 - 2,515 2,515 9,796 Edpr Terral S.L.U Spain - 100% Unaudited Wind energy production 3 -1 - - - 2 Edpr Suvan, S.L.U Spain - 100% Unaudited Wind energy production 3 -1 - - - 2 Masovia Wind Farm I s.p. zo.o. Poland - 100% PWC Wind energy production 273 -222 - -43 -43 8 Farma wiaSta- rozbery Sp.z.o.o Poland - 100% Unaudited Wind energy production 101 212 - -14 -14 300 Karpacka Mala Energetyka,Sp.z.o.o Poland - 85% Unaudited Wind energy production 11 -392 - -33 -33 -413 Edpr Italia hold- ing,S.r.l Italy - 100% PWC Wind energy production 347 53,221 - -3,936 -3,396 49,632 Re plus – Societa ´a Responsabilita ´li- mitada Italy - 100% Unaudited Wind energy production 100 30 - -30 -30 100 Iberia Aprove-cha- mientos Eólicos, S.A.U.* Spain - 94% PWC Wind energy production 1,919 3,228 - 268 268 5,415 Parc Éolien de boqueho-Pouagat SAS France - 100% PWC Wind energy production 1 1,100 - 598 598 1,699 Parc éolien des 7 Domaines, S.A.S France - 100% PWC Photovoltaic energy pro- duction 5 -15 - -15 -15 -25 EDPR PT - Parques Eólicos, S.A. Portugal - 51% PWC Wind energy production 50 43,925 - 1,141 1,141 45,116
89 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Eólica do Alto da Lagoa, S.A. Portugal - 51% PWC Wind energy production 50 11,136 -298 1,275 1,275 12,163 Eólica das Serras das Beiras, S.A. Portugal - 51% PWC Wind energy production 50 33,248 -1,899 5,248 5,248 36,647 Eólica da Coutada, S.A. Portugal - 51% PWC Wind energy production 50 45,812 -2,021 8,085 8,085 51,926 Eólica do Espigão, S.A. Portugal - 51% PWC Wind energy production 50 13,141 -206 1,799 1,799 14,784 Eólica do Sincelo, S.A. Portugal - 100% PWC Wind energy production 150 3,634 - 886 886 4,671 Eólica da Linha, S.A. Portugal - 100% PWC Wind energy production 100 643 -673 5,129 5,129 5,199 Eólica do Alto do Mourisco, S.A. Portugal - 51% PWC Wind energy production 50 7,718 -251 1,661 1,661 9,178 Eólica dos Altos dos Salgueiros- Guilhado, S.A. Portugal - 51% PWC Wind energy production 50 3,328 -95 712 712 3,995 Eólica do Alto da Teixosa, S.A. Portugal - 51% PWC Wind energy production 50 8,953 -446 1,620 1,620 10,178 Eólica da Terra do Mato, S.A. Portugal - 51% PWC Wind energy production 50 10,234 -570 1,682 1,682 11,396 5 Parque Eólico do Planato,S.A Portugal - 90% PWC Wind energy production 60 30,533 - - - 30,593 IE2 Portugal, SGPS, S.A Portugal - 100% PWC Wind energy production 331 1,243 - - - 1,574 S.E.E,Sul Energia Eólica,S.A Portugal - 100% PWC Wind energy production 150 5,767 - - - 5,917 Eoliser-Servicos de Gestao para Par- ques Eólicos,Lda Portugal - 100% PWC Wind energy production 264 529 - - - 793 TACA Wind, S.r.l. Italy - 100% PWC Wind energy production 1,160 5,639 - 392 392 7,191 Vientos de Coahuila, S.A. de C.V. Mexico 0.01% 99.99% Unaudited Wind energy production 2,039 -189 -9 -241 -241 1,493 Eólica de Coahuila, S.A. de C.V. Mexico - 51% PWC Wind energy production 5,859 15,752 -2,372 20,362 20,362 39,601 Parque Solar Los Cuervos,S de R.L de C.V Mexico 99% - Unaudited Wind energy production 4,274 18 - -602 -602 3,689 Parc Éolien de Fla- vin,S.A.S France - 100% PWC Wind energy production 2,501 1,013 - 277 277 3,791 Parc Éolien de Prouville, S.A.S France - 100% PWC Wind energy production 1 -21 - -10 -10 -30 Vaudrimesnil Ener- gie, S.A.R.L France - 100% Unaudited Wind energy production 7 3 - -10 -10 - Vanosc Ener- gie,S.A.S France - 100% Unaudited Wind energy production 1 - - -1 -1 - Transition Euroise Roman II, S.A.S France - 85% Unaudited Wind energy production 603 - - -5 -5 598 Parc Éolien de la Champagne Berri- chonne, S.A.R.L France - 100% PWC Wind energy production 4 1,734 - 502 502 2,240 Parc Éolien de Paudy, S.A.S. France - 100% PWC Wind energy production 3,537 697 - 1,087 1,087 5,321 Parc Éolien de la Cote du Ceri- sat,S.A.S France - 100% Ern- est&Young Wind energy production 27 -109 - 910 910 829 Tivano,S.R.L Italy - 75% PWC Wind energy production 100 1,942 - 604 604 2,646 San Mauro, S.R.L Italy - 75% PWC Wind energy production 70 2,972 - -51 -51 2,991 Conza Ener- gia,S.R.L Italy - 100% PWC Wind energy production 456 3,592 - 940 940 4,988 Energia Emissioni Zero 4,S.r.l Italy - 60% PWC Wind energy production 10 88 - -41 -41 57 Aliseo,S.r.l Italy - 65% PWC Wind energy production 500 -30 - -11 -11 459 VRG Wind 153,S.r.l Italy - 80% Unaudited Wind energy production 10 448 - -3 -3 455 Wind Energy San Giorgio, S.r.l Italy - 60% Unaudited Wind energy production 20 715 - -2 -2 733
90 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Giglio,S.r.l Italy - 60% Unaudited Wind energy production 20 1,206 - -2 -2 1,224 AW 2,S.r.l Italy - 75% PWC Wind energy production 100 3,699 - 613 613 4,411 Lucus Power,S.r.l Italy - 100% PWC Wind energy production 10 4,457 - 666 666 5,133 T Power, S.p.A Italy - 100% Baker. T.R Wind energy production 1,000 1,865 - -648 -648 2,217 Miramit Invest- ments, Sp.z.o.o. Poland - 100% Unaudited Wind energy production 12 167 - -12 -12 168 Budzyn,Sp.z.o.o Poland - 51% Unaudited Wind energy production 1 - - -3 -3 -2 FW Warta,Sp.z.o.o Poland - 100% PWC Wind energy production 2 -129 69 -172 -172 -230 Wind Field Wielko- polska,Sp z.o.o Poland - 100% PWC Wind energy production 109 -176 3 -508 -508 -572 Neo Solar Farm, Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -1,080 - -1 -1 -1,080 R.Wind,Sp z.o.o Poland - 100% Unaudited Wind energy production 1 -16 - - - -15 Edp Renewables Polska HOLDCO,S.A Poland - 51% PWC Holding 22 155,562 - 7,362 7,362 163,037 Rampton,Sp z.o.o Poland - 100% Unaudited Wind energy production 218 -38 - - - 180 Altnabreac Wind Farm Limited UK - 100% Unaudited Wind energy production - - - - - - Edp Renewables Hungary Hungary - 100% PWC Wind energy production 41 - - -250 -250 -209 Sunligt Solar Kft Hungary - 85% PWC Wind energy production 14 - - -238 -238 -224 Esc Eromu,KFT Hungary - 85% PWC Wind energy production 8 - - -235 -235 -227 Ben Sca Wind Farm Limited UK - 100% Unaudited Wind energy production - -5 - - - -5 Moorshield Wind Farm limited UK - 100% Unaudited Wind energy production - -1 - - - -1 Drummarnock Wind Farm limited UK - 100% Unaudited Wind energy production - - - - - - Wind 2 Project 1 Limited UK - 100% Unaudited Wind energy production - - - - - - EDP Renewables North America, LLC USA - 100% PWC Photovoltaic energy pro- duction 4,443,709 -697,529 5,255 90,963 90,963 3,842,397 EDPR Servicios de México, S. de R.L. de C.V. Mexico - 100% Unaudited Wind energy production 4,821 -1,943 80 -241 -241 2,717 Paulding Wind Farm IV LLC USA - 100% Unaudited Wind energy production 160,750 299 - -798 -798 160,250 EDPR Solar Ventu- res II LLC USA - 100% Unaudited Photovoltaic energy pro- duction 43,740 1,225 - 853 853 45,818 EDPR Solar Ventu- res IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction 79,962 -38 - 1,797 1,797 81,720 Rush County Wind Farm LLC USA - 100% Unaudited Wind energy production 2,293 - - - - 2,293 North Slope Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Number Nine Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Pacific Southwest Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wyoming Transmissin LLC USA - 100% Unaudited Wind energy production - - - - - - Buffalo Bluff Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Sardinia Wind power LLC USA - 100% Unaudited Wind energy production - - - - - - Cameron Solar LLC USA - 100% PWC Photovoltaic energy pro- duction 29,965 219 - 39 39 30,217 2017 Sol II LLC USA - 100% PWC Photovoltaic energy pro- duction 92,116 -78 - -46 -46 91,992 2017 Vento XVII LLC USA - 100% Unaudited Wind energy production
91 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL EDPR Wind Ven- tures XVII, L.L.C. USA - 100% Unaudited Wind energy production - -93,651 - 125,813 125,813 32,163 Estill Solar I LLC USA - 100% Unaudited Photovoltaic energy pro- duction 32,463 64 - 3 3 30,955 Horizaon Wind en- ergy Southwest III LLC USA - 100% Unaudited Wind energy production - - - - - - Peterson Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - - Duff Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - EDPR Northeast Allen Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Indiana Crossroads Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RTSW Solar Park VI LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - 2019 Sol V LLC USA - 100% PWC Photovoltaic energy pro- duction - - - - - - Goldfinger Ven- tures III LLC USA - 100% Unaudited Wind energy production - - - - - - Timber Road Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Horizon Wind En- ergy Northwest XI LLC USA - 100% Unaudited Wind energy production - - - - - - Cattlemen Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Rail Splitter Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Timber Road II Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Timber Road III Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Top Crop I Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Top Crop II Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Twin Groves I Stor- age LLC USA - 100% Unaudited Wind energy production - - - - - - Twin Groves II Storage LLC USA - 100% Unaudited Wind energy production - - - - - - Edwardsport Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Azalea Springs So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Crescent Bar Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Esker Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - -
92 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Bluebird Prairie So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Timber Road Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - EDPR Wind Ven- tures XXII LLC USA - 100% Unaudited Wind energy production - - - - - - TEI Vento XVII USA - 100% Unaudited Wind energy production - - - - - - Riverstart Ventures LLC USA - 20% Unaudited Wind energy production - - - - - - Riverstart Develop- ment LLC USA - 20% Unaudited Wind energy production - - - - - - 2020 Vento XXII LLC USA - 100% Unaudited Wind energy production - - - - - - Rosewater Ventures LLC USA - 100% Unaudited Wind energy production - - - - - - Misenheimer Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - RE Scarlet LLC USA - 100% Unaudited Wind energy production - - - - - - Big River Wind Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Tug Hill Windpower LLC USA - 100% Unaudited Wind energy production - - - - - - Whiskey Ridge Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - - Wilson Creek Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Black Prairie Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Black Prairie Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm IV LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm V LLC USA - 100% Unaudited Wind energy production - - - - - - Athena-Weston Wind Power Pro- ject II LLC USA - 100% Unaudited Wind energy production - - - - - - 17th Star Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Green Country Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Rolling Upland Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind en- ergy Southwest IV LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind en- ergy Valley I LLC USA - 100% Unaudited Wind energy production - - - - - - Headwaters Wind Farm II LLC USA - 100% Unaudited Wind energy production 61,665 - - -780 -780 60,885 Horizon Wind MREC Iowa Part- ners LLC USA - 75% Unaudited Wind energy production - - - - - - Horizon Wind Freeport Windpower I LLC USA - 100% Unaudited Wind energy production - - - - - - 2019 Sol V LLC USA - 100% Unaudited Photovoltaic energy pro- duction Edpr Solar Ventu- res V LLC USA - 100% Unaudited Photovoltaic energy pro- duction 2,239 - - - - 2,239 Goldfinger Ven- tures III LLC USA - 100% Unaudited Wind energy production Juniper Wind Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - - Wildcat Creek Wind Farm LLC USA - 100% PWC Wind energy production -75,568 -50 - - - 75,518
93 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Machias Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Canyon Windpower VII LLC USA - 100% Unaudited Wind energy production - - - - - - New Trail Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Western Trail Wind Project I LLC USA - 100% Unaudited Wind energy production - - - - - - Whistling Wind WI Energy Center LLC USA - 100% Unaudited Wind energy production - - - - - - Simpson Ridge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Reloj del Sol Wind Farm LLC USA - 100% PWC Wind energy production 79,337 -10 - -40 -40 79,327 Coos Curry Wind Power Project LLCC USA - 100% Unaudited Wind energy production - - - - - - Renville County Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Ford Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Gulf Coast Windpower Man- agement Company LLC USA - 75% Unaudited Wind energy production - - - - - - Horizaon Wind energy Northwest IV LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy Northwest VII LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy Northwest X LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy Pan- handle I LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy Southwest I LLC USA - 100% Unaudited Wind energy production - - - - - - Horizaon Wind energy Southwest II LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind En- ergy Midwest IX LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind energy Northwest I LLC USA - 100% Unaudited Wind energy production - - - - - - Az Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - 2016 Vento XV LLC USA - 100% PWC Wind energy production 386,496 -324 - -126 -126 386,046 Solar Ventures Purchasing LLC USA - 100% Unaudited Photovoltaic energy pro- duction - 624 - -1,617 -1,617 -993 2016 Vento XVI LLC USA - 100% PWC Wind energy production 142,601 -299 - -120 -120 142,182 EDPR Wind Ventures XV LLC USA - 100% Unaudited Wind energy production 109,299 36,909 - 9,254 9,254 155,461 EDPR Wind Ventures XVI LLC USA - 100% Unaudited Wind energy production 51,776 4,659 - 1,532 1,532 57,967 Riverstart Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction 2,239 - - -272 -272 1,967 Edpr Wind Ventures XIX LLC USA - 100% Unaudited Wind energy production - 50,693 - -27,080 -27,080 23,613 Edpr Wind Ventures XX LLC USA - 100% Unaudited Wind energy production 170,863 117 - 10,481 10,481 181,461 Edpr Wind Ventures XXI LLC USA - 100% Unaudited Wind energy production 103,879 - - 2,169 2,169 106,048 Edpr Solar Ventures III LLC USA - 100% Unaudited Photovoltaic energy pro- duction 65,385 -57 - -467 -467 64,862 Athena-Weston Wind Power Pro- ject LLC USA - 100% Unaudited Wind energy production - - - - - - Lexington Chenoa Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - -
94 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Blackstone Wind farm IV LLC USA - 100% Unaudited Wind energy production - - - - - - WTP Management comapny LLC USA - 100% Unaudited Wind energy production - - - - - - Blackstone Wind Farm V LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Canyon Windpower III LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Canyon Windpower IV LLC USA - 100% Unaudited Wind energy production - - - - - - Broadlands Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Broadlands Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Chateaugay River Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Cropsey Ridge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Dairy Hills Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Diamond Power Partners LLC USA - 100% Unaudited Wind energy production - - - - - - East Klickitat Wind Power Project LLC USA - 100% Unaudited Wind energy production - - - - - - Hidalgo Wind Farm II LLC USA - 100% PWC Wind energy production 37,741 -3 - 839 839 38,578 Wind Turbine Pro- metheus LP USA - 99la% Unaudited Wind energy production 5 -5 - - - - Whitestone Wind Purchasing LLC USA - 100% Unaudited Wind energy production 6,812 -1,208 - -960 -960 4,643 Blue Canyon Windpower V LLC USA - 51% PWC Wind energy production 22,046 66,700 - 7,226 7,226 95,972 Sagebrush Power Partners LLC USA - 100% Unaudited Wind energy production 106,765 -16,314 276 4,837 4,837 95,564 Marble River LLC USA - 100% Unaudited Wind energy production 172,710 29,116 69,477 -3,239 -3,239 268,064 Blackstone Wind Farm LLC USA - 100% Unaudited Wind energy production 75.562 784 26,243 -1,310 -1,310 101,280 Aroostook Wind Energy LLC USA - 100% Unaudited Wind energy production 37,545 -4,431 - - - 33,114 Jericho Rise Wind Farm LLC USA - 100% PWC Wind energy production 108,817 8,883 - -325 -325 117,375 Martinsdale Wind Farm LLC USA - 100% Unaudited Wind energy production 4,447 -23 - -30 -30 4,394 Signal Hill Wind Power Pro- ject LLC USA - 100% Unaudited Wind energy production 4 -4 - - - - Tumbleweed Wind Power Project LLC USA - 100% Unaudited Wind energy production 3 -3 - - - - Stinson Mills Wind Farm LLC USA - 100% Unaudited Wind energy production 3,750 -81 - - - 3,669 OPQ Property LLC USA - 100% Unaudited Wind energy production - 142 - - - 142 Meadow Lake Wind Farm LLC USA - 100% Unaudited Wind energy production 154,884 -15,462 53,379 -2,094 -2,094 190,716 Wheat Field Wind Power Project LLC USA - 51% PWC Wind energy production - 46,081 - -6,324 -6,324 184,789 High Trail Wind Farm LLC USA - 100% PWC Wind energy production 123,950 67,163 - -6,324 -6,324 184,789 Madison Windpower LLC USA - 100% PWC Wind energy production 14,337 -10,017 - -1,119 -1,119 3,200 Mesquite Wind LLC USA - 100% PWC Wind energy production 91,892 57,077 - 2,638 2,638 151,607 BC2 Maple Ridge Wind LLC USA - 100% PWC Wind energy production 219,062 -33,748 - -82,821 -82,821 102,494 Blue Canyon Windpower II LLC USA - 100% PWC Wind energy production 93,407 4,620 - -32,485 -32,485 65,542 Telocaset Wind Power Part- ners LLC USA - 51% PWC Wind energy production 11,021 63,244 3,216 7,653 7,653 85,133 Post Oak Wind LLC USA - 51% PWC Wind energy production 107,831 64,733 - 2,744 2,744 175,307 High Prairie Wind Farm II LLC USA - 51% PWC Wind energy production 48,708 21,771 267 3,523 3,523 74,269 Old Trail Wind Farm LLC USA - 51% PWC Wind energy production 112,691 69,924 1,740 10,730 10,730 195,085
95 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Cloud County Wind Farm LLC USA - 51% PWC Wind energy production 126,076 29,785 - 5,946 5,946 161,808 Pioneer Prairie Wind Farm I LLC USA - 51% PWC Wind energy production 174,819 93,717 5,475 11,879 11,879 285,890 Arlington Wind Power Pro- ject LLC USA - 51% PWC Wind energy production 57,956 20,844 3,422 6,860 6,860 89,083 Rail Splitter Wind Farm LLC USA - 100% PWC Wind energy production 163,385 -46,838 505 -4,390 -4,390 112,662 Hampton Solar II LLC USA - 100% PWC Photovoltaic energy pro- duction 29,725 1,131 - 99 99 30,955 Meadow Lake Wind Farm II LLC USA - 100% PWC Wind energy production 117,097 -12,409 279 -1,656 -1,656 103,311 Black Prairie Wind Farm LLC USA - 100% Unaudited Wind energy production 961 -2 - - - 959 Meadow Lake Wind Farm IV LLC USA - 100% Unaudited Wind energy production 71,699 -4,502 24,784 -1,424 -1,424 90,558 Blackstone Wind Farm II LLC USA - 100% Unaudited Wind energy production 165,753 855 59,285 134 134 226,028 Saddleback Wind Power Project LLC USA - 100% Unaudited Wind energy production 1,101 -1,100 - - - 1 Meadow Lake Wind Farm III LLC USA - 100% Unaudited Wind energy production 77,614 5,513 30,148 -495 -495 112,779 2007 Vento I LLC USA - 100% PWC Wind energy production 449,800 41,716 - 2,716 2,716 494,231 2007 Vento II LLC USA - 51% PWC Wind energy production 284,547 -4,342 - -155 -155 280,050 2008 Vento III LLC USA - 51% PWC Wind energy production 363,811 -5,610 - -46 -46 358,156 2009 Vento IV LLC USA - 100% PWC Wind energy production 164,509 -1,163 - -117 -117 163,229 2009 Vento V LLC USA - 51% PWC Wind energy production 22,691 -1,055 - -24 -24 21,612 2019 V ento XX LLC USA - 100% Unaudited Wind energy production 507,531 - - -37 -37 507,494 2019 Vento XXI LLC USA - 100% Unaudited Wind energy production 222,418 - - -46 -46 222,372 Horizon Wind Ven- tures I LLC USA - 100% Unaudited Wind energy production 80,741 390,718 - -106 -106 471,354 Horizon Wind Ven- tures II LLC USA - 100% Unaudited Wind energy production 112,863 14,499 - 1,889 1,889 129,251 Horizon Wind Ven- tures III LLC USA - 51% Unaudited Wind energy production - 13,483 - -184 -184 13,299 Clinton County Wind Farm LLC USA - 100% Unaudited Wind energy production 172,716 -6 - - - 172,709 Antelope Ridge Wind Power Pro- ject LLC USA - 100% Unaudited Wind energy production 10 -10 - - - - Lexington Chenoa Wind Farm II LLC USA - 100% Unaudited Wind energy production 1,635 -490 - - - 1,145 Blackstone Wind Farm III LLC USA - 100% Unaudited Wind energy production 5,114 -5,114 - - - - Lexington Chenoa Wind Farm LLC USA - 100% PWC Wind energy production 254,269 267 - -1,829 -1,829 252,708 Paulding Wind Farm LLC USA - 100% Unaudited Wind energy production 29 -24 - -5 -5 - Paulding Wind Farm II LLC USA - 51% PWC Wind energy production 62,580 41,510 300 5,262 5,262 109,651 Waverly Wind Farm LLC USA - 51% PWC Wind energy production 207,060 18,339 - 2,176 2,176 227,576 Blue Canyon Windpower VI LLC USA - 100% PWC Wind energy production 73,207 14,971 - 2,216 2,216 90,393 Paulding Wind Farm III LLC USA - 100% PWC Wind energy production 143,224 8,216 - 2,039 2,039 153,479 2011 Vento IX LLC USA - 51% PWC Wind energy production 63,372 -845 - -117 -117 62,410 Horizon Wind Ven- tures IX LLC USA - 51% Unaudited Wind energy production 31,719 -4,317 - 1,509 1,509 28,911 EDPR Vento IV Holding LLC USA - 100% PWC Wind energy production 56,226 - - - - 56,226 Headwaters Wind Farm LLC USA - 51% Unaudited Wind energy production 197,176 38,766 - 7,695 7,695 243,636 Lone Valley Solar Park I LLC USA - 51% Unaudited Photovoltaic energy pro- duction 19,679 1,071 - 211 211 20,961
96 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Lone Valley Solar Park II LLC USA - 51% Unaudited Photovoltaic energy pro- duction 33,823 4,292 - 629 629 38,745 Rising Tree Wind Farm LLC USA - 51% PWC Wind energy production 85,832 23,875 - 6,647 6,647 116,354 Arbuckle Mountain Wind Farm LLC USA - 51% PWC Wind energy production 122,450 -4,104 - -2,023 -2,023 116,323 Hidalgo Wind Farm LLC USA - 100% PWC Wind energy production 283,178 8,044 - -8,341 -8,341 282,791 Rising Tree Wind Farm III LLC USA - 51% PWC Wind energy production 114,396 22,484 - 5,086 5,086 141,967 Rising Tree Wind Farm II LLC USA - 51% PWC Wind energy production 20,989 3,942 - 682 682 25,612 Wheat Field Holding LLC USA - 51% PWC Wind energy production - -10,090 - -19 -19 -10,108 EDPR WF LLC USA - 100% Unaudited Wind energy production 40,190 - - - - 40,190 Sustaining Power Solutions LLC USA - 100% Unaudited Wind energy production 71,929 -64,675 - -5,184 -5,184 1,439 Green Power Off- sets LLC USA - 100% Unaudited Wind energy production 9 -9 - - - - Arkwright Summit Wind Farm LLC USA - 100% PWC Wind energy production 159,854 3,495 - -315 -315 163,034 EDPR Vento I Holding LLC USA - 100% Unaudited Wind energy production 226,127 - - - - 226,127 Turtle Creek Wind Farm LLC USA - 100% PWC Wind energy production 232,066 4,487 - 6,030 6,030 242,583 Rio Blanco Wind Farm LLC USA - 100% Unaudited Wind energy production 2,490 -1 - - - 2,489 Plum Nellie Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Five-Spot LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind Chocolate Bayou I LLC USA - 100% Unaudited Wind energy production - - - - - - Alabama Ledge Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Ashford Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Alabama Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blackford Country Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Esker Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Greenbow Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Holly Hill Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Pleasantville Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Mineral Springs Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Black Prairie Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Duff Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Broadlands Wind Farm LLC USA - 100% Unaudited Wind energy production 243,288 -16 -5,942 -1,208 -1,208 236,123 Eastmill Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Lowloand Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - EDPR Wind Ventures X LLC USA - 100% Unaudited Wind energy production 8,829 48,172 - 7,688 7,688 64,690 EDPR Wind Ventures XI LLC USA - 51% Unaudited Wind energy production 41,608 33,689 - 8,542 8,542 83,838
97 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL EDPR Wind Ventures XII LLC USA - 51% Unaudited Wind energy production 18,766 4,195 - 1,309 1,309 24,270 EDPR Wind Ventures XIII LLC USA - 51% Unaudited Wind energy production 59,191 19,920 - 5,878 5,878 84,989 EDPR Wind Ventures XIV LLC USA - 51% Unaudited Wind energy production 22,429 20,336 - 5,775 5,775 48,539 Crossing Trails Wind Power Pro- ject LLC USA - 100% PWC Wind energy production 7,421 - - -16 -16 7,405 Moonshine Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Sedge Meadow Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Helena Harbor So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Headwaters Wind Farm III LLC USA - 100% Unaudited Wind energy production - - - - - - Loki Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Leprechaun solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Little brook Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Bright Stalk Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Crossing trails Wind Power Pro- ject II LLC USA - 100% Unaudited Wind energy production - - - - - - Headwaters Wind Farm IV LLC USA - 100% Unaudited Wind energy production - - - - - - Blackford country Wind farm LLC USA - 100% Unaudited Wind energy production - - - - - - Prospector Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Rye Patch Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Loblolly Hill solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Meadow lake Wind farm VIII LLC USA - 100% Unaudited Wind energy production - - - - - - Loyal Wind Farm LLC USA - 10% Unaudited Wind energy production - - - - - - Marathon wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Cielo Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Quilt block Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Shullsburg Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Loma de la Gloria Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Wrangler Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - San clemente Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Indiana Crossroads Wind Farm LLC USA - 100% Unaudited Wind energy production - - - -148 -148 -148 Indiana Crossroads Wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Bayou bend Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Poplar Camp Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - -
98 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Avondale Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Crittenden Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Coldwater Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Meadow Lake So- lar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Nine kings Transco LLC USA - 100% Unaudited Wind energy production - - - - - - Sweet Stream Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Harvest Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Franklin Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Edpr South Table LLC USA - 100% Unaudited Wind energy production - - - - - - Casa Grande Car- mel Solar LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Paulding Wind Farm V LLC USA - 100% Unaudited Wind energy production - - - - - - Waverly wind Farm II LLC USA - 100% Unaudited Wind energy production - - - - - - Spruce Ridge Wind farm LLC USA - 100% Unaudited Wind energy production - - - - - - 2015 Vento XIV LLC USA - 51% PWC Wind energy production 207,497 -384 - -107 -107 207,006 2011 Vento X LLC USA - 100% PWC Wind energy production 73,554 -802 - -112 -112 72,640 Blue Marmot I LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot II LLC USA - 100% Unaudited Wind energy production - - - - - - Drake Peak Solar ParK LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blue Marmot IV LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot V LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot VI LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot VII LLc USA - 100% Unaudited Wind energy production - - - - - - 2014 Vento XI LLC USA - 51% PWC Wind energy production 197,197 -62 - -23 -23 197,112 EDPR Solar Ventu- res I LLC USA - 100% Unaudited Photovoltaic energy pro- duction 31,668 3,034 - -900 -900 33,801 2014 Sol I LLC USA - 51% PWC Photovoltaic energy pro- duction 53,826 -373 - -91 -91 53,362 2014 Vento XII LLC USA - 51% PWC Wind energy production 106,863 -70 - -27 -27 106,766 Blue Marmot VIIII LLC USA - 100% Unaudited Wind energy production - - - - - - 2015 Vento XIII LLC USA - 51% PWC Wind energy production 237,037 -586 - -110 -110 236,341 2018 Vento XVIII LLC USA - 100% PWC Wind energy production 391,152 -196 - -110 -110 390,846 Blue Marmot IX LLC USA - 100% Unaudited Wind energy production - - - - - - Blue Marmot Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blue Marmot XI LLC USA - 100% Unaudited Wind energy production - - - - - - Horse Mountain Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - EDPR Wind Ven- tures XVIII LLC USA - 100% Unaudited Wind energy production 137,068 7,974 - 7,821 7,821 188,863 Riverstart Solar Park II LLC USA - 100% Unaudited Wind energy production - - - - - -
99 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Long Hollow Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - Horizon Wind Ventures IB LLC USA - 51% Unaudited Wind energy production - 74,881 - 2,014 2,014 76,894 Horizon Wind Ventures IC LLC USA - 51% Unaudited Wind energy production 168,752 151,814 - 2,276 2,276 322,842 Castle Valley Wind Farm LLC USA - 100% Unaudited Wind energy production - - - - - - White Stone Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Riverstart Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Dry Creek Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Lost Lakes Wind Farm LLC USA - 100% Unaudited Wind energy production 92,857 810 272 2,192 2,192 96,131 Riverstart Solar Park IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Riverstart Solar Park V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Timber Road Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Paulding Wind Farm VI LLC USA - 100% Unaudited Wind energy production - - - - - - Edpr Ca Solar Park LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - -6 -6 -6 Edpr CA Solar Park II LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr CA Solar Park III LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr CA Solar Park IV LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr CA Solar Park V LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Edpr CA Solar Park VI LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - -67 -67 -67 BC2 Maple Ridge Hold- ings LLC USA - 100% Unaudited Photovoltaic energy pro- duction - - - - - - North river Wind LLC USA - 100% Unaudited Wind energy production EDP Renewables Canada LTD. Canada 100% - Unaudited Holding 95,725 25,873 279 -31,240 -31,240 90,638 EDP Renewables Sharp Hills Project LP Canada - 100% Unaudited Wind energy production 533 -442 - -238 -238 -148 SBWF GP Inc. Canada - 51% Unaudited Wind energy production - 1 - - - 1 South Dundas Wind Farm LP Canada - 51% PWC Wind energy production 9,026 15,547 2,172 3,602 3,602 30,347 Nation Rise Wind Farm LP Canada - 100% PWC Wind energy production 60,780 -544 -6,266 -263 -263 53,707 Nation Rise Wind Farm GP Inc. Canada - 100% Unaudited Wind energy production 3 -2 - - - 1 South Branch Wind Farm II GP Inc. Canada - 100% Unaudited Wind energy production - - - - - - South Branch Wind Farm II LP Canada - 100% Unaudited Wind energy production 265 -374 - -36 -36 -145 EDP Renewables Sharp Hills Project GP Ltd. Canada - 100% Unaudited Wind energy production - - - - - - Edp Renewables Canada Manage- ment Services LTD Canada - 100% Unaudited Wind energy production - -2,435 - - - -2,435
100 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Edp Renewables Sask Se GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Edp Renewables Sask SE Limited Partnership Canada - 100% Unaudited Wind energy production - -347 - -170 -170 -517 Kennedy Wind farm GP Ltd Canada - 100% Unaudited Wind energy production - - - - - Keneedy Wind farm Limited Part- nership Canada - 100% Unaudited Wind energy production - -186 - -13 -13 -199 Bromhead Solar Park Gp Ltd Canada - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Bromhead Solar Park Limited Part- nership Canada - 100% Unaudited Photovoltaic energy pro- duction - -186 - -13 -13 -199 Halbrite Solar Park Gp Ltd Canada - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Halbrite Solar Park Limited Partnership Canada - 100% Unaudited Photovoltaic energy pro- duction - -186 - -13 -13 -199 Blue Bridge Solar Park Gp Ltd Canada - 100% Unaudited Photovoltaic energy pro- duction - - - - - - Blue bridge Solar Park Limited Part- nership Canada - 100% Unaudited Photovoltaic energy pro- duction - -186 - -13 -13 -199 Edp Renewables Sh II Project GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Edp Renewables Sh II Project GP Ltd Canada - 100% Unaudited Wind energy production - - - - - - Nation Rise Wind farm GP II inc Canada - 100% Unaudited Wind energy production - - - - - - Quatro Limited Partnership Canada - 100% Unaudited Wind energy production 34,987 -21,609 - 26,853 26,853 40,230 Eolos Energia,S.A.S Colombia - 100% Unaudited Photovoltaic energy pro- duction 557 4,840 - 5 5 5,402 Vientos del Norte,S.A.S, E.S.P Colombia - 100% Unaudited Wind energy production 703 6,114 - 283 283 7,100 Solar Power Solu- tions,S.A.S E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction - -6 - -415 -415 -421 Elipse Energia ,S.A.S E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction 10 -6 - -419 -419 -416 Omega Energia S.A.S E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction 6 -3 - -419 -419 -416 Kappa Ener- gia,S.A.S.E.S.P Colombia - 100% Unaudited Photovoltaic energy pro- duction 6 -3 - -419 -419 -416 Edpr Vietnam Viestman - 100% Unaudited Holding 254 - - - - 254 EDP Renováveis Brasil, S.A. Brazil 100% - PWC Holding 163,459 43,274 -1,603 2,903 2,903 208,023 Central Nacional de Energia Eólica, S.A. Brazil - 51% PWC Wind energy production 1,945 83 - 933 933 2,961 Elebrás Projetos, S.A. Brazil - 51% PWC Wind energy production 16,283 516 - 6,768 6,768 23,567 Central Eólica Baixa do Feijão I, S.A. Brazil - 51% PWC Wind energy production 6,153 1,729 - 169 169 8,051 Central Eólica Baixa do Feijão II, S.A. Brazil - 51% PWC Wind energy production 6,362 1,857 - 110 110 8,330 Central Eólica Baixa do Feijão III, S.A. Brazil - 51% PWC Wind energy production 10,578 577 - -222 -222 10,933 Central Eólica Baixa do Feijão IV, S.A. Brazil - 51% PWC Wind energy production 6,972 1,274 - -68 -68 8,178 Central Eólica JAU, S.A. Brazil - 51% PWC Wind energy production 27,309 7,175 - 468 468 34,952 Central Eólica Aventura I, S.A. Brazil - 50.99% PWC Wind energy production 12,815 65 - 674 674 13,554 Central Eólica Aventura II, S.A. Brazil - 100% PWC Wind energy production 5,595 -33 - -33 -33 5,529
101 THOUSAND EUROS GROUP COMPANIES REGISTERED OFFICE DIRECT % INDIRECT % AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQUITY ITEMS NET PROFIT TOTAL EQUITY CONTINUING OPERATIONS TOTAL Central Eólica Bo- queirao I,S.A. Brazil - 100% PWC Wind energy production - - - -6 -6 -6 Central Eólica Bo- queirao II, S.A. Brazil - 100% PWC Wind energy production - - - -4 -4 -4 Central Eólica Ca- tanduba I, S.A. Brazil - 100% PWC Wind energy production - - - -5 -5 -5 Central Eólica Ca- tadunba II, S.A. Brazil - 100% PWC Wind energy production - - - -5 -5 -5 Jerusalém Hold- ing,S.A Brazil - 100% PWC Holding 8,977 -8 - -67 -67 8,902 Central Eólica Monte Verde VI,S.A Brazil - 100% PWC Wind energy production 1,916 -2 - -9 -9 1,906 Monte Verde hold- ing,S.A Brazil - 100% PWC Holding 15,190 -8 - -55 -55 15,127 Central Eóílica Aventura III,S.A Brazil - 100% PWC Wind energy production 12,355 -12 - -27 -27 12,317 Central Eólica Aventura IV,S.A Brazil - 100% PWC Wind energy production 7,724 -13 - -37 -37 7,675 Central Eólica Aventura V,S.A Brazil - 100% PWC Wind energy production 7,777 -13 - -27 -27 7,737 Srmn Holding S,A Brazil - 100% PWC Holding 45,329 -74 - -93 -93 45,161 Central Eólica Srmn I,S.A Brazil - 100% PWC Wind energy production 8,491 -19 - -19 -19 8,453 Central Eólica Srmn II,S.A Brazil - 100% PWC Wind energy production 13,084 -13 - -17 -17 13,054 Central Eólica Srmn III,S.A Brazil - 100% PWC Wind energy production 8,506 -14 - -17 -17 8,475 Central Eólica Srmn IV,S.A Brazil - 100% PWC Wind energy production 8,730 -14 - -16 -16 8,700 Central Eólica Srmn V,S.A Brazil - 100% PWC Wind energy production 6,487 -12 - -15 -15 6,460 Central Solar La- goa I, S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction 2 - - - - 2 Central Solar La- goa II, S.A Brazil - 100% Unaudited Photovoltaic energy pro- duction 2 - - - - 2 Aventura Hold- ing,S.A Brazil - 100% PWC Holding 33,424 -69 - -134 -134 33,220 Central Eólica Monte Verde I,S.A Brazil - 100% PWC Wind energy production 3,231 -1 1,840 -9 -9 5,060 Central Eólica Monte Verde II,S.A Brazil - 100% PWC Wind energy production 3,186 -1 1,840 -5 -5 5,019 Central Eólica Monte Verde III,S.A Brazil - 100% PWC Wind energy production 2,898 -1 1,610 -8 -8 4,499 Central Eólica Monte Verde IV,S.A Brazil - 100% PWC Wind energy production 2,279 -1 1,265 -8 -8 3,536 Central Eólica Monte Verde V,S.A Brazil - 100% PWC Wind energy production 1,650 -1 920 -2 -2 2,568 Central Solar Pe- reira Barreto I,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 6,169 -7 169 -97 -97 6,234 Central Solar Pe- reira Barreto II,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 16,097 -7 169 -210 -210 16,049 Central Solar Pe- reira Barreto III,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 5,452 -8 169 -67 -67 5,546 Central Solar Pe- reira Barreto IV,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 8,590 -7 169 -237 -237 8,514 Central Solar Pe- reira Barreto V,LTDA. Brazil - 100% PWC Photovoltaic energy pro- duction 2,202 -6 145 -79 -79 2,262 Central Eólica Jeru- salém I,S.A Brazil - 100% PWC Wind energy production 1,552 -1 805 -12 -12 2,344 Central Eólica Jeru- salém II,S.A Brazil - 100% PWC Wind energy production 1,414 -1 805 -9 -9 2,209 Central Eólica Jeru- salém III,S.A Brazil - 100% PWC Wind energy production 1,523 -1 805 -9 -9 2,318 Central Eólica Jeru- salém IV,S.A Brazil - 100% PWC Wind energy production 1,406 -1 805 -9 -9 2,200 Central Eólica Jeru- salém V,S.A Brazil - 100% PWC Wind energy production 1,408 -1 805 -9 -9 2,202 Central Eólica Jeru- salém VI,S.A Brazil - 100% PWC Wind energy production 1,650 -1 920 -9 -9 2,559 *Companies included in the tax group that the Company belongs to (note 18)
102 THOUSAND EUROS JOINTLY CON- TROLLED ENTI- TIES AND ASSOCI- ATES REGISTERED OFFICE % DIRECT % INDI- RECT AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQ- UITY ITEMS NET PROFIT TOTAL EQ- UITY CONTINUING OPERATIONS TOTAL Biomasas del Pirineo, S.A. Huesca, Spain - 30% Unaudited Biomass electricity pro- duction 136 -65 - - - 71 Sistemas Eólicos tres Cruces,S.L Soria, Spain - 25% Unaudited Wind energy production 13 -5 - - - 8 Desarrollos Ener- géticos del Val,S.l Soria, Spain - 25% Unaudited Wind energy production 34 38 - - - 73 Parque Eólico Sierra del Ma- dero, S.A. Soria, Spain - 42% Kpmg Wind energy production 3,021 9,941 - 1,070 1,070 14,033 Desarrollos Eóli- cos de Canarios, S.A. Las Palmas de Gran Ca- naria, Spain - 45% PWC Wind: Wind farm develop- ment 813 284 - 70 70 1,167 Solar Siglo XXI, S.A. Ciudad Real, Spain - 25% Unaudited Wind energy production 20 -4 - - - 16 Parque Eólico Belmonte, S.A. Madrid, Spain - 30% Kpmg Wind energy production 36 2,071 - 355 355 2,462 OW Offshore,S.L Spain - 50% PWC Wind energy production 3,731 24,665 - -16,813 -16,813 11,583 OW FS Off- shore,S.A Spain - 50% PWC Holding 3,500 3 - 289 289 3,792 MFW Nep- tun,Sp.Z.o.o Poland - 50% PWC Wind energy production 48 -49 - -29 -29 -30 Relax Wind Park IV,Sp.z.o.o Poland - 50% PWC Wind energy production 973 -888 - -35 -35 50 B-Wind Pol- ska,SP z.o.o Poland - 50% PWC Wind energy production 13 -98 - -102 -102 -187 C-Wind Pol- ska,Sp z.o.o Poland - 50% PWC Wind energy production 401 -527 - -175 -175 -301 Ow Japan Godo Kaisha Japan - 50% Unaudited Wind energy production 193 -112 - -336 -336 -255 Ow South Korea Co,Ltd Korea - 50% Unaudited Wind energy production 49 - - -238 -238 -190 Korean Floating Wind Power Co Korea - 30.6% Unaudited Wind energy production 7 -811 - -3,527 -3,527 -4,331 East Blue Power Co,Ltd Korea - 28% Unaudited Wind energy production - - - - - - Ventos do Atlan- tico-Projetos de Energia Eólica Ltda Brazil - 50% Unaudited Wind energy production - - - - - - Ancoris Beheer Nederland B.V Netherlands - 50% Unaudited Wind energy production - - - -2 -2 -2 4THEWIND VIII,b.v Netherlands - 50% Unaudited Wind energy production - - - -2 -2 -2 Ventum Ventures III Holding,B.V Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND I,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND II,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND III,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND IV,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND V,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND VI,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 4THEWIND VII,b.v Netherlands - 50% Unaudited Wind energy production - - - -3 -3 -3 Electrabel Off- shore Energy Belgium - 50% Unaudited Wind energy production 13,606 -45 - - - 13,562 Delphis Holdings Limited UK - 50,20% PWC Wind energy production - 17,860 - 2,157 2,157 20,018 Ocean Winds UK Limited UK - 50% PWC Wind energy production 10,654 -9,098 - -3,298 -3,298 -1,743 Moray Offshore Renewable Power Limited UK - 50% PWC Wind energy production 25,614 25,237 - 1,816 1,816 52,666 Mordel Limited UK - 50% PWC Wind energy production - - - - - - Moray East Hold- ings Limited UK - 28,30% PWC Wind energy production 11,123 -5 - -143 -143 10,976 Moray Offshore Windfarm (west) Limited UK - 64,20% PWC Wind energy production - - - - - -
103 THOUSAND EUROS JOINTLY CON- TROLLED ENTI- TIES AND ASSOCI- ATES REGISTERED OFFICE % DIRECT % INDI- RECT AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQ- UITY ITEMS NET PROFIT TOTAL EQ- UITY CONTINUING OPERATIONS TOTAL Moray Offshore Windfarm (East)Limited UK - 28,30% PWC Wind energy production - - - - - - Windplus,S.A Portugal - 42.63% PWC Wind energy production 1,515 -1,956 - 3,583 3,583 3,142 OW North Amer- ica LLC USA - 50% Unaudited Wind energy production 186,366 -343 - -4,066 -4,066 181,957 North River Wind LLC USA - 50% Unaudited Wind energy production - - - - - - Redwood Coast Offshore Wind LLC USA - 25% Unaudited Wind energy production - - - -251 -251 -251 Mayflower Wind Energy LLC - 25% Unaudited Wind energy production 190,816 799 - -929 -929 190,686 OW France,S.A.S France - 50% PWC Wind energy production 1,308 -149 - -807 -807 352 Les Eoliennes Flottantes du Golfe du Lion,S.A.S France - 40% Ern- est&Young Wind energy production 32 -3,019 - -2,691 -2,691 -5,678 Les Eoliennes en Mer Ser- vices,S.A.S France - 30% Ern- est&Young Wind energy production 24 894 - 197 197 1,116 Éoliennes en Mer Dieppe-le Tre- port,S.A.S France - 30.25% Ern- est&Young Wind energy production 19,019 -2,391 - -497 -497 16,131 Éoliennes en Mer Iles d´Yeu et de Noirmoutier,S.A.S France - 30.25% Ern- est&Young Wind energy production 22,007 -2,437 - -511 -511 19,060 Dunkerque Éo- liennes en Mer, S.A.S France - 32% Unaudited Wind energy production 3 - - - - 3 Ceprastur, A.I.E. Spain - 57% Unaudited Mini-hydroe- lectric: electric- ity production 205 5 - -2 -2 207 Evolución 2000,S.L Spain - 49,% PWC Wind energy production 58 8,776 - 978 978 9,812 Desarrollos ener- géticos Canarias, S.A Spain - 50% Unaudited Wind: Wind farm develop- ment 7 -12 - - - -5 Elecdey Car- celen,S.A Spain - 23% PWC Wind energy production 1,603 -272 - - - 1,331 Eox Pax lla,S.L Spain - 49% PWC Wind energy production 3 1,665 - - - 1,668 Geólica Magal- lón,S.L Spain - 36% PWC Wind energy production 1,232 565 - - - 1,798 San Juan de Bar- gas Eólica, S.L Spain - 47% PWC Wind energy production 2,351 1,398 - - - 3,748 Unión Generado- res de Energia,S.l Spain - 50% PWC Wind energy production 12 3,155 - - - 3,166 Eólica das Serras das Beiras, S.A Portugal - 45% PWC Wind energy production 225 1,028 - - - 1,253 Solar Works! B.V Netherlands - 20% RSM Global Wind energy production 1,113 -474 - -409 -409 231 Goldfinger Ventures LLC USA - 50% Unaudited Wind energy production 146,474 -52 - 1,026 1,026 147,447 Goldfinger Ventures II LLC USA - 50% Unaudited Wind energy production 317,354 -27 - 4,669 4,669 321,996 Nine Kings Wind Farm LLC USA - 50% Unaudited Wind energy production - - - - - - Hog Creek Wind Project LLC USA - 20% PWC Wind energy production - - - - - - Redbed Plains Wind Farm LLC USA - 20% PWC Wind energy production - - - - - - Quilt Block Wind Farm LLC USA - 20% PWC Wind energy production - - - - - - Meadow Lake Wind Farm V LLC USA - 20% PWC Wind energy production - - - - - - 2017 Vento XVII LLC USA - 20% PWC Wind energy production - - - - - - 2018 Vento XIX LLC USA - 20% PWC Wind energy production - - - - - - Meadow Lake Wind Farm VI LLC USA - 20% PWC Wind energy production - - - - - - Prairie Queen Wind Farm LLC USA - 20% PWC Wind energy production - - - - - -
104 THOUSAND EUROS JOINTLY CON- TROLLED ENTI- TIES AND ASSOCI- ATES REGISTERED OFFICE % DIRECT % INDI- RECT AUDITOR ACTIVITY CAPITAL RESERVES OTHER EQ- UITY ITEMS NET PROFIT TOTAL EQ- UITY CONTINUING OPERATIONS TOTAL Solar Ventures Acquisition LLC USA - 50% Unaudited Wind energy production 2,727 - - -1,614 -1,614 1,114 Windhub Solar A LLC USA - 50% PWC Wind energy production - - - - - - Shunshine Valley Solar LLC USA - 50% PWC Photovoltaic energy pro- duction - - - - - - 2019 SOL III LLC USA - 50% PWC Photovoltaic energy pro- duction - - - - - - 2019 SOL IV LLC USA - 50% PWC Photovoltaic energy pro- duction - - - - - - Sun Streams LLC USA - 50% PWC Photovoltaic energy pro- duction - - - - - - Blue Canyon Windpower LLC USA - 25% PWC Wind energy production - - - - - - Flat Rock Windpower II LLC USA - 50% PWC Wind energy production 87,619 -43,945 - -3,721 -3,721 39,952 Flat Rock Windpower LLC USA - 50% PWC Wind energy production 221,497 -115,778 - -9,270 -9,270 96,450 Moray West Holdings limited United King- dom - 33.4% PWC Wind energy production 1 -398 - -122 -122 -519
2021 INDIVIDUAL MANAGEMENT REPORT 01 — THE COMPANY 107 02 — COMPANY BUSINESS 108 Business Environment 108 Strategy 110 Operational performance 111 Financial performance 112 Non-financial information 112 Information on average payment terms to suppliers 113 03 — FORESEABLE EXECUTION 113 04 — RESEARCH, DEVELOPMENT & TECHNOLOGICAL INNOVATION 113 05 — RELEVANT & SUBSEQUENT EVENTS 114 06 — OWN SHARES 115 07 — RISK MANAGEMENT 115 ANNEX I: CORPORATE GOVERNANCE 118 ANNEX II: REMUNERATION REPORT 212 ANNEX III: STATEMENT OF COMPLIANCE ON SCIRF 223 ANNEX IV: AUDITOR’S REPORT ON SCIRF 224
107 Individual Management Report EDP RENOVÁVEIS, S.A. Management Report of December 2021 The Corporate Governance Report and Remuneration Report for the year 2021 are included as Annexes to this Management Report, forming an integral part thereof. The non-financial information required by the regulations has been included in the Consolidated Management Report of the EDP Renováveis Group. 1. The Company EDP Renováveis, S.A. (hereinafter referred to as “EDP Renováveis”, “EDPR” or the “Company”) was incorporated on 4 De- cember 2007. Its main corporate objective is to engage in activities related to the electricity sector, namely the planning, construction, operation and maintenance of electricity generating power stations, using renewable energy sources, mainly wind. The registered offices of the company are located in Oviedo, Spain. Registered at: Plaza de la Gesta, 2, Oviedo, Spain Headquarters: Serrano Galvache 56, Centro Empresarial Parque Norte, Edificio Olmo, 7 th Floor. 28033 Madrid, Spain C.I.F.: Nº A-74219304 EDPR’s total share capital is 4,802,790,810€, since the successful Share capital increase in April 2021, where 88,250,000 new shares were issued at a subscription price of EUR 17.00 per share for a share premium of EUR 12.00. EDPR total share capital is composed of 960,558,162 shares with a nominal value of EUR 5.00 each, fully paid. All these shares are part of a single class and series and are admitted to trading on the Euronext Lisbon regulated market. • ISIN: ES0127797019 • LEI: 529900MUFAH07Q1renfeTAX06 EDP Group – Major Shareholder EDPR’s main shareholder is EDP – Energias de Portugal, S.A., through EDP – Energias de Portugal, S.A. Sucursal en España (hereinafter referred as “EDP”), with 74.98% of share capital and voting rights. For more information on EDPR's capital structure, see chapter 1.3. Organisation of the Consolidated Management Report.
108 2. Company Business Business environment The road to the 1.5 degrees goal The United Nations Conference of Parties met in Glasgow from October 31 to November 13 for its 26 th annual summit (“COP 26”). It resulted in the “Glasgow Climate Pact”, that, if implemented, would make substantial progress toward the Paris Agreement goals. The Agreement resolves “to pursue efforts to limit the temperature increase to 1.5ºC”. Preliminary analysis seems to be showing that the full implementation of current pledges and commitments could prevent temperatures from rising more than 2 degrees. At Glasgow, each participating country also agreed to revisit its emission target for 2030, in order to pursue the 1.5ºC commitment. However, experts also warn that without the appropriate policies, the goal could soon slip out of reach. At COP 26, more than 40 countries also signed the “Global Coal to Clean Power Transition Statement” leading to the “end of coal” by 2030 (for major economies) or 2040 (or “as soon as possible thereafter” for the rest of the world). Although it was seen as a major breakthrough, the pledge is expected to have limited impact on coal retirements as signatories represent less than 15% of total installed coal-fired power. Nevertheless, the pledge marks the first time that countries gather together to discuss the end of unabated coal and inefficient fossil fuel subsidies. Negotiators at the UN Climate Summit also reached a deal on the “rulebook” for a future carbon market, closing the biggest loopholes in particular, in terms of double counting of emission reductions. At the heart of the agreement, parties reached a compromise to enable the use of credits generated under the CDM 1 scheme during the period 2013-2020. Parties also de- cided that 5% of proceeds from carbon offsets from the new global carbon trade will be used to support developing countries in adapting to climate change. In addition, 2% of the offset credits will be cancelled, to ensure an overall win for the atmos- phere. At European level, on June 28 th , the European Council signed off the EU Climate Law, which sets a goal of carbon neutrality by 2050 and provides for a reduction of 55% in greenhouse gas emissions by 2030 (in relation to 1990 levels). The President of the European Commission (EC), Ursula von der Leyen, described as the “law of laws”, crucial for achieving the European Green Deal and making Europe the first carbon-neutral continent. On July 14th, the European Commission adopted the “Fit for 55”, a package of legislative proposals that will align the EU’s climate, energy, land use, transport and taxation policies with the new emission target. Overall, the package contains proposals for strengthening eight existing pieces of legislation as well as five new initiatives. One element of the Fit for 55 package is the revision of the Renewable Energy Directive (RED II), increasing the current renewable target (32% by 2030) up to a 38%-40%, together with new sectoral targets. Another key component of the pack- age is the comprehensive revision of the EU Emissions Trading System (ETS). The goal is to increase the scope of the carbon trading to cover emissions from shipping, buildings and road transport. In addition, along other measures, the EC proposes to lower the overall emission ceiling and to increase the annual rate of emission reductions. On top of that, the EC proposed to include a carbon border adjustment mechanism (CBAM) to tax high-carbon imports, such as steel and cement. Within the Fit for 55 package, the Commission also proposed to revise rules on CO2 emissions for cars and vans, proposing a net target of 100% reduction by 2035. Thus, from 2035 it will no longer be possible to sell cars or vans with an internal combustion engine on the market in the EU. Other existing legislations that will need to be revised are the Effort Sharing Regulation, the Energy efficiency (EED) and the energy taxation directive (ETD). All the proposals included in the package will now be discussed in the European Council and the European Parliament and by Member States’ governments. These negotiations are expected to last more than two years as the ultimate deadline is the May 2024 European Parliament elections. 1 The Clean Development Mechanism is a United Nations-run carbon offset scheme allowing countries with emission-reduction targets under the Kyoto Proto- col to implement an emission-reduction project in a developing country, earning saleable Certified Emission Reductions credits (CERs)
109 The evolution of renewables around the world in 2021 Wind Global wind additions are expected to remain strong in 2021 2 , with analysts 3 forecasting around 81-93 GW of new capacity. If confirmed, total additions would probably slightly drop from the record-breaking installations seen in 2020 (93 GW), but considerably above the average of the last 5 five years. In 2021, the offshore wind sector continued on its astonishing growth trajectory. While analysts were forecasting around 11-14 GW of new installations worldwide, China reported that the country alone had commissioned 16.9 GW of new off- shore capacity, which represents nearly half the world’s total installed capacity in 2020YE. Therefore, worldwide offshore wind installations could amount to more than 20 GW, meaning that around 15-20% of total wind additions could have been offshore (the largest share ever). China remains the largest offshore market, as 16.9 GW were installed in 2021, reaching a cumulative total offshore capacity of around 27 GW. Other large markets include Vietnam (~0.7 GW commissioned), Neth- erlands (~1.1 GW) and Denmark (~0.6 GW). In total, around 55 GW of offshore wind could be operating worldwide. Overall, China has connected 48 GW of wind (and therefore, around 50% of worldwide wind additions), according to the National Energy Administration. It remains the largest onshore wind market and has also become the largest offshore wind market, overtaking the UK. In Europe, 2021 is on track to become a record year in wind installations. According to Wind Europe 4 , new wind facilities could account to 19.5 GW, mainly due to the high amount of projects that had suffered delays from the pandemic. 2021 could also prove to be a good year for offshore wind installations, with around 2-4 GW forecasted. Germany and Sweden are expected to remain the largest onshore markets, while Netherlands, Denmark and the UK could show positive offshore results. In Spain, wind became the leading energy source, overtaking nuclear and covering around 23% of total generation. In the US, renewables dominated new generating capacity additions in 2021. According to the American Clean Power As- sociation, 7,248 MW of wind were installed in the first nine months of 2021. Latest data show that the cumulative wind power capacity amounts to 129 GW. In addition, the wind industry currently has around 40 GW of wind projects in the pipeline, of which 14 GW correspond to offshore wind projects, suggesting that the offshore sector is set to take off. Solar PV 2021 is on course to break a global record for solar PV growth. According to the International Energy Agency (IEA), nearly 160 GW of new solar facilities could have been connected 5 , despite skyrocketing commodity prices and supply chain disrup- tions. With those additions, nearly 900 GW of solar PV could be operating worldwide. The IEA stresses that solar PV, the so-called “new king of the world’s electricity markets”, is becoming increasingly competitive. Other analysts consulted are forecasting 2021 additions ranging 145-183 GW and most of them believe that the 200 GW landmark could be surpassed as soon as in 2022. Utility-scale projects are expected to remain the engine of growth (in 2021, they represented around 60% of total solar PV additions). China remains the largest solar PV market worldwide, with around 53 GW 6 of solar PV installed in 2021, above the previous year one (48.2 GW). The cumulative solar capacity reached 306 GW at the end of 2021, according to the latest data of the National Energy Administration (NEA). Other major markets in Asia include India (11.3 GW expected in 2021), Japan (6.1 GW) and Republic of Korea (4.1 GW). According to preliminary estimations provided by Solar Power Europe, the European Union could have added 25.9 GW of new solar PV capacity, becoming the best year in history. As in 2020, Germany was again Europe’s major solar market in 2021 with 5.3 GW of newly installed capacity, followed by Spain (3.8 GW), the Netherlands (3.3 GW), Poland (3.2 GW) and France (2.5 GW). 2 At the time of preparation of this report, final data from the Global Wind Energy Council (GWEC), the American Clean Power Association (ACP) or Wind Europe, had not been released 3 Experts consulted include: GWEC, IHS markit, Bloomberg New Energy Finance, Wood MacKenzie, IEA, Wind Europe and American Clean Power Association, among others 4 Wind Energy in Europe Statistics, 2020 5 “Renewables 2021”, published in December 2021 6 According to the National Energy Administration
110 In the US, 6.8 GW of solar PV capacity was installed in the first three quarters of the year, 18% more compared to the same period in 2020. With that, total solar installed capacity amounts to more than 54 GW. California is the leading solar State with more than 14 GW of installed capacity. Solar also accounts for the largest share of development activity, with nearly 60 GW of projects in the pipeline. In the American continent, other important markets are: Brazil (4.8 GW), Mexico (2.5 GW) and Chile (1.7 GW), according to IEA preliminary forecasts. Strategy The World is joining forces to face global warming, one of the major challenges that currently threatens the planet, that if not controlled might have irreversible consequences. There is an undeniable new private and social commitment demanding and supporting an unparallel renewables growth to meet the requirements for a decarbonized and electrified world in which a clean, affordable and reliable energy sector is at the centre of the economy. This will inevitably lead to an unparalleled growth of renewable energy that is expected to be supported by a continued decrease in renewable’s costs. EDPR has extensive experience in the sector and a track-record in delivering its targets, often ahead of schedule, and is prepared to deliver on a new and even more ambitious plan. EDPR new Business Plan for the 2021-25 period will be based on a strategy focused on accelerating growth, supported by the value generated by its ongoing Asset rotation strategy and performed by its proven high quality teams and efficient operations based on sustainable excellence across all ESG dimensions. For more information on EDPR, see chapter 2.2 Strategy of the Consolidated Management Report.
111 Operational performance Through its subsidiaries, as of December 2021, EDPR managed a global portfolio of 13.6 GW, of which Europe accounted for 42% (including 2.35 GW in Spain, 1.2 GW in Portugal and 2.2 GW in RoE), North America for 56% (including 6.4 GW in the US, 0.4 GW in Mexico and 130 MW in Canada), Brazil representing 4% of the portfolio accounted 0.8 GW and the re- maining 28 MW for Vietnam. During 2021 EDPR added a total of 2,584 MW, and this does not include the 401 MW of solar that Sunseap had in opera-tion in the APAC region by the end of the year. More specifically, EDPR added 1,769 MW of wind onshore, corresponding to 682 MW in Europe, namely 56 MW in Spain, 135 MW in Portugal, 56 MW in France, 144 MW in Italy, 272 MW in Poland, 45 MW in Greece and 5 MW in the UK, while in North America 932 MW of wind onshore were added, more precisely 870 MW in the United States and 62 MW in Canada, finally, in Latin America, EDPR added 156 MW of wind onshore in Brazi. In terms of solar, 272 MW were added in the US, 204 MW in Brazil, and 28 MW in Vietnam, that marked EDPR entry the APAC region. Meanwhile during the year, EDPR added 311 MW of offshore wind capacity through Ocean Winds, more precisely in Europe. Pursuing its Asset rotation strategy, EDPR successfully concluded several Asset rotation deals. In detail, a 100% stake in a 302 MW wind project, a 80% stake in a 405 MW wind portfolio and a 80% stake in a 200 MWac solar project, all in the US and in Portugal. During the last quarter, EDPR was able to conclude an Asset rotation deal of a 100% stake in a 221 MW wind portfolio. All in all, in the year of 2021, EDPR consolidated portfolio net variation was of +1,411 MW.As of December 2021, EDPR installed capacity was: INSTALLED CAPACITY (MW) VS. 2020 Dec-21 BUILT SOLD YOY EUROPE Spain 2,194 +56 - +56 Portugal 1,142 +135 (221) (86) Rest of Europe 1,894 +491 - +491 France 181 +56 - +56 Belgium 11 +1 - +1 Poland 747 +272 - +272 Romania 521 - - - Italy 384 +114 - +114 Greece 45 +45 - +45 UK 5 +5 - +5 Total 5,230 +682 (221) +461 NORTH AMERICA US 5,908 +1,142 (911) +80 Canada 130 +62 - +62 Mexico 400 - - - Total 6,438 +1,204 (911) +142 LATIN AMERICA Brazil 795 +359 - +359 Total 795 +359 - +359 APAC Vietnam 28 +28 - +28 Total 28 +28 - +28 Total EBITDA MW 12,490 +2,273 (1,131) +990 EUROPE Spain 156 - (11) (11) Portugal 31 - - - Rest of Europe 311 +311 - +311 Total 498 +311 (11) +300 NORTH AMERICA US 592 - +121 +121 Total 592 - +121 +121 Total Equity MW 1,090 +311 +110 +421 Total EBITDA + Equity MW 13,580 +2,584 (1,022) +1,411
112 EDPR produced 30.3 TWh of clean energy in 2021, +6% YoY. The YoY evolution comes in line with a higher average in-stalled capacity YoY following the multiple additions in the period, that more than offset the execution of EDPR’s Asset rotation strategy. In 2021, EDPR achieved a 29% load factor (vs 30% in 2020) reflecting 96% of P50 long term average GCF, following a re- covery of the renewable resource in the 4Q21, where EDPR reached a 97% of P50 long term average GCF, with special emphasis in Europe, where the same metric reached 104%. NCF GWH Dec-21 Dec-20 VAR. Dec-21 Dec-20 YOY EUROPE Spain 26% 25% +0.8pp 4,979 4,346 +15% Portugal 28% 26% +2.3pp 3,049 2,624 +16% Rest of Europe 26% 27% -1.3pp 3,329 3,054 +9% France 24% 31% -7.0pp 314 212 +48% Belgium 25% - - 22 2 +870% Poland 27% 29% -1.8pp 1,176 1,059 +11% Romania 24% 26% -1.5pp 1,116 1,186 (6%) Italy 26% 25% +1.2pp 689 595 +16% Greece - - - 9 - - UK - - - 4 - - Total 26% 26% +0.6pp 11,357 10,024 +13% NORTH AMERICA US 31% 33% -1.9pp 15,814 16,633 (5%) Canada 28% 30% -1.9pp 255 78 +228% Mexico 41% 41% +0.4pp 987 710 +39% Total 31% 33% -1.9pp 17,057 17,421 (2%) LATIN AMERICA Brazil 41% 38% +3.2pp 1,888 1,093 +73% Total 41% 38% +3.2pp 1,888 1,093 +73% APAC Vietnam 20% 20% - 23 - - Total 20% 20% - 23 - - Total EBITDA MW 29% 30% -0.8pp 30,324 28,537 +6% Financial performance EDP Renováveis S.A. net profit in 2021 was, € -95,471 thousand, which has decreased compared to € 1,388,573 thousand in 2020. The revenues for the 2021 fiscal year totalled € 63,250 thousand, which represents a significant decrease with respect to 2020 (€ 1,461,714 thousand), mainly due to the Company has not received dividends from subsidiaries in 2021 (€ 1,524,964 thousand received in 2020). The negative financial result during the financial year 2021 was € 113,953 thousand, which represents a decrease of 5% with respect to 2020, mainly due to the effect of foreign exchange. Non-financial information The non-financial information required by the Spanish regulation has been included in the Consolidated Management report of the EDPR group. During 2021, there were 352 employees at EDPR S.A. on average, +22% versus the 288 employees on average in 2020. For information on EDPR Human Capital approach, please see chapter 3.2. Human Capital of the Consolidated Management Report.
113 Information on average payment terms to suppliers In 2021, total payments made to suppliers amounted to €12,808 thousand with an average payment period of 31 days, below the payment period stipulated by law of 60 days. 3. Foreseeable evolution The Company will continue to control its current holdings in different subsidiaries, not having foreseen any activity different from those currently carried out. 4. Research, development and technological innovation Technical innovation is one of the hallmarks of EDPR. The Company’s history is built on the continuous searching of new trends and solutions in energy production to meet its stakeholders expectations. Accordingly, EDPR develops projects within the framework of its two main strategic pillars for Innovation: Cleaner Energy focused on sustainable power generation, and Energy Storage & Flexibility to ensure a smoother transition to an energy mix system. For more information on EDPR innovation and digitalisation, see chapters 3.6 Digital Capital and 3.7 Innovation Capital of the Consolidated Management Report.
114 5. Relevant & subsequent events Relevant events of the period EDPR’s main events in 2021 1 04-Jan EDPR informs about PPA contracts secured for two solar projects in the US 2 18-Jan EDPR informs about agreement to acquire 85% of a distributed solar platform in the US 3 19-Jan EDPR informs about changes in Corporate Bodies 4 27-Jan EDPR informs about Spanish and Italian renewable energy auctions 5 12-Feb EDPR enters Hungarian market with a 50 MW solar PV project 6 22-Feb EDPR's Extraordinary General Shareholders Meeting 7 24-Feb EDPR informs about FY 2020 results 8 25-Feb EDPR - Strategic Update 2021-25 9 01-Mar EDPR secures PPA for a 204 MW wind project in the US 10 02-Mar EDPR informs about plans for a non-preemptive capital increase of c.1.5bn euros 11 03-Mar EDPR informs about completion of the ABB and approval of a capital increase proposal 12 22-Mar EDPR signs a Build & Transfer Agreement for a 200 MWac solar project in the US 13 09-Apr EDPR informs about Asset rotation transaction in the US 14 12-Apr EDPR informs about resolutions of the Board of Directors meeting 15 16-Apr EDPR informs about conclusion of the capital increase of c.1.5 billion euros 16 16-Apr EDPR informs about the payment of dividends of FY 2020 17 13-May EDPR informs about 1Q21 Results 18 28-May EDPR informs about entry in the Chilean market with a 628 MW portfolio 19 30-Jun EDPR informs about offshore projects secured in Poland 20 30-Jun EDPR informs about entry in Vietnam 21 01-Jul EDPR signs Asset rotation deal of a 68% stake in a 405 MW wind portfolio in the US for an EV of $0.7bn 22 21-Jul EDPR enters the UK onshore market with a 544 MW wind and solar portfolio 23 21-Jul EDPR signs Asset rotation deal of a 221 MW wind portfolio for an EV of €0.53bn 24 27-Jul EDPR secures 25-year PPA for a 200 MWac solar project in the US 25 28-Jul EDPR informs about 1H21 Results 26 04-Aug EDPR signs Asset rotation deal of a 149 MW wind portfolio in Poland for an EV of €303 million 27 07-Sep EDPR is awarded with PPA for 120 MW wind project at the Chilean renewable auction 28 08-Sep EDPR announces upsize to 80% stake of the 405 MW Asset rotation deal in the US 29 16-Sep EDPR secures a PPA for 128 MW of solar and wind capacity in Spain 30 20-Sep EDPR secures a 15-year PPA for a 297 MW wind project in Canada 31 25-Oct EDPR secures a 15-year PPA for a 209 MWac solar project in Brazil 32 03-Nov EDPR establishes growth platform in APAC through the acquisition of Sunseap 33 03-Nov EDPR presents 9M21 Results 34 15-Nov EDPR signs Asset rotation deal of a 181 MW operating wind portfolio in Spain 35 17-Dec EDPR through Ocean Winds secures 20-year PPA for 400 MW in the US 36 30-Dec EDPR completes Asset rotation deal of a 200 Mwac solar project in the US 37 30-Dec EDPR concludes a Build & Transfer agreement for a 302 MW wind farm project in the US
115 Subsequent events EDPR informs about changes in corporate bodies EDP Renováveis, S.A. (“EDPR”) informs that the Company has received the resignation of Mrs. Joan Avalyn Dempsey as independent member of EDPR's Board of Directors. EDPR would like to thank Mrs. Joan Avalyn Dempsey for all her dedica- tion and contribution to the success of the Company. The Company will start the process to identify and propose the best possible candidates in order to fill this vacancy at EDPR’s Board of Directors. Ocean Winds is awarded with exclusive rights to develop around 1 GW offshore wind project in Scotland EDP Renováveis, S.A. (“EDPR”) is pleased to announce that Ocean Winds, the offshore JV owned by EDPR (50%) and Engie (50%), was awarded with block NE4 by the Crown Estate Scotland (“CES”) in the ScotWind seabed tender. Ocean Winds was awarded exclusive rights to develop a bottom-fixed offshore wind project of around 1 GW in block NE4, the Caledonia Offshore Wind farm (“Caledonia”), and consideration is being given to using part of the output for green hy- drogen production. Caledonia’s 440 km 2 seabed area is adjacent to the existing 950 MW Moray East and c.0.9 GW Moray West offshore pro- jects, allowing Ocean Winds to leverage on the experience and operational synergies of developing, building and operating Caledonia in conjunction with Moray East and Moray West. The UK is among the largest offshore wind markets worldwide, having recently raised its offshore target to 40 GW by 2030. Ocean Winds continues to expand its presence and is fully committed to investing in Scotland, with Moray East 950 MW leading the way as the largest offshore wind farm in Scotland, Moray West c.0.9 GW which is shovel-ready, and now Cal- edonia with around 1 GW to be commissioned until the end of the decade, positioning Ocean Winds as a leader in the Scottish Offshore market and actively contributing with around 2.9 GW to reach the UK 40 GW target by 2030. With such announcement, EDPR increases its growth options in offshore wind in an attractive market, thereby enhancing and diversifying the company’s long term profitable growth options while maintaining a balanced risk profile. 6. Own Shares As of December 2021, EDPR did not hold own shares and no transactions were made during the year. 7. Risk Management The Company's activities are exposed to various financial risks: market risk (including currency risk and fair value interest rate risk), credit risk, liquidity risk, and cash flow interest rate risk. The Company's global risk management programme fo- cuses on uncertainty in the financial markets and aims to minimise potential adverse effects on the Company's profits. The Company uses derivatives to mitigate certain risks. The Directors of the Company are responsible for defining general risk management principles and establishing exposure limits. The Company's financial risk management is subcontracted to the Finance Department of EDP - Energias de Portugal, S.A. in accordance with the policies approved by the Board of Directors. The subcontracted service includes the identification and evaluation of hedging instruments. All operations involving derivative financial instruments are subject to prior approval from the Board of Directors, which sets the parameters of each operation and approves the formal documents describing the objectives of the operation.
116 Currency risk The Company operates internationally and is therefore exposed to currency risk when operating with foreign currencies, especially regarding the US Dollar, the Brazilian Real, the Canadian Dollar and the Polish Zloty. Currency risk is associated with recognised assets and liabilities, and net investments in foreign operations. The Company holds investments in Group companies denominated in a foreign currency, which are exposed to exchange rate risk at closing translate such amounts into the company´s functional currency (euro). The exchange rate risk on these investments is managed mainly through derivative financial instruments and through borrowings denominated in the related foreign currencies. Credit Risk The Company is not significantly exposed to credit risk as the majority of its balances and transactions are with Group companies. As the counterparties of derivative financial instruments are Group companies, and the counterparties of their derivative financial instruments are highly solvent banks, the Company is not subject to significant counterparty default risk. Guarantees or other derivatives are therefore not requested in this type of operation. The Company has documented its financial operations in accordance with accounting policies. Most of its operations with derivative financial instruments are therefore contracted under "ISDA Master Agreements", which facilitate the tranfer of instruments in the market. Liquidity Risk Liquidity risk is the risk that the Company will be unable to comply with its financial commitments on maturity. The Compa- ny's approach to liquidity management is to ensure, to the extent possible, that it will always have the liquidity to pay its debts as they fall due, both under normal conditions and in a difficult financial environment, without incurring unacceptable losses or compromising the Company's reputation. The Directors have estimated cash flows that show that the Group will meet the commitments existing at the close of the 2021 financial year and those foreseen for 2022. Compliance with the liquidity policy guarantees the payment of the obligations contracted, maintaining sufficient credit fa- cilities. The EDPR Group manages liquidity risk by arranging and maintaining credit facilities with its majority shareholder, as well as directly in the market with national and international entities, under the best conditions, ensuring access to the financial funds necessary for the continuation of its activities. Cash flow and fair value interest rate risk In 2021 and 2020 the Company does not have a considerable amount of interest-bearing assets and as a result, income and cash flows from operating activities are not significantly affected by fluctuations in market interest rates. Interest rate risk arises from non-current borrowings, which are extended by Group companies. The loans have fixed interest rates, mitigating the risk of interest rate volatility. Details of hedged financial assets and the derivative financial instruments obtained to hedge them are provided in notes 8 and 11. EDPR ESG Risks The commitment to foster a sustainable development has been one of the core values of EDPR’s strategic agenda, with clear and demanding objectives for the future. In this context, EDPR has identified five potential risk factors key to the ESG prac- tices of the Company.
117 The highest standards have been put in place to mitigate these risks: • Environmental Risk: As stated in its Environmental Policy, EDPR seeks to prevent, correct or compensate the potential impact of its activities on the environment through a set of commitments that ensure the implementation and mainte- nance of an effective Environmental Management System (EMS). Following the reference provided by the international standards ISO 14001:2015 and ISO 45001:2018, EDPR merged the Environmental with the H&S management systems for a more global and efficient approach, simplifying processes and managing the potential risks of its activity. The Health, Safety and Environment Management System (HSEMS) was certified by an independent certifying organisa- tion. More information regarding how EDPR addresses and mitigates this risk is available at the Natural Capital section of the report. • Human Resources Risk: At EDPR, it is top priority to promote fair labour practices throughout the employees’ journey in the Company by integrating the human capital aspects in planning and decision-making, optimising employment policies and labour practices and implementing its actions considering an active listening of the employees. Accordingly, EDPR strives to attract and retain talent, bringing in the right skills to address current and future business challenges while guaranteeing non-discrimination during all the selection processes, and has an Onboarding Policy for new hires detailing the process to follow when integrating a new employee in the Company. In addition, EDPR regularly imple- ments measures and campaigns important for the employees professional and personal experience such as providing an individualised value proposition, creating top-class working conditions, supporting their wellbeing and families, fos- tering volunteer activities and promoting diversity and inclusion. Lastly, the growth and development of the EDPR’s business leads it to invest in the employees by improving and emphasising the potential of each mainly through internal mobility, training and development actions. The Human Capital section of the report and the Human Rights & Labour Practices section of the report include further information on how EDPR addresses and mitigates this risk. • Health and Safety Risk: The health, safety and wellbeing of those who contribute to EDPR’s activitiesare a priority for the Company. These commitments are firmly set in the Occupational Health & Safety Policy and implemented through the Health & Safety Management System. Following the reference provided by the international standards ISO 14001:2015 and ISO 45001:2018, EDPR merged the Environmental and H&S management systems for a more global and efficient approach, simplifying processes and managing the potential risks of its activity. The HSEMS was certified by an independent certifying organisation. The Health & Safety section of the report addresses how EDPR mitigates this risk. • Human Rights Risk: EDPR has committed, through its Code of Ethics, to respect and undertake to promote Human Rights internally, in its suppliers, customers and local communities, by guiding its actions according to the Universal Declaration of Human Rights and international conventions, treaties or initiatives, such as the Conventions of the In- ternational Labour Organisation, the United Nations Global Compact and the Human Rights Council’s Guiding Princi- ples for Companies. The Human Rights & Labour Practices section of the report includes further information on how EDPR addresses and mitigates this risk. • Corruption and Fraud Risk: EDPR has implemented a Code of Ethics, an Integrity Policy and a Global Compliance Program (which includes an Integrity Compliance Program, a Criminal Compliance Program for Spain, a Global Data Compliance Program, and local Compliance Program according to regulations). The Code of Ethics, which was updated and then published earlier in the year, has its own regulation that defines a process and channel, open to all stakehold- ers, to report any potential claim or doubt on the application of the Code. The Ethics Ombudsperson is behind this communication channel, and is responsible for analysing and presenting to the Ethics Committee any potential ethical problem. EDPR’s Integrity Policy, which implies a series of procedures regarding the relationships of EDPR employees with external parties, is available at EDPR’s website and intranet, and all new hires must acknowledge the reception of the Policy when they join the Company. Lastly, EDPR has a Compliance Program with the goal of developing a robust set of policies and procedures for the Group. The Compliance Channel is also available to report any questionable practice and wrongdoing. The Integrity and Ethics section of the report includes further information on how EDPR ad- dresses and mitigates this risk. The quantification of the financial impact on the Company’s performance of these five ESG risk factors is included within the Operational Risk analysis. EDPR frequently evaluates the economic impact of its Operational Risk, following the guidelines of Basel III. The analysis includes the identification, estimation and mitigation of individual operational risks belonging to the short, medium and long term in all its geographies. For this purpose, EDPR takes into account present and future relevance of these risks, as well as historical data of their impact, with the help of department heads. The final results of the Operational Risk analysis are then communicated to the Management Team and shared with every department involved. During 2021, the economic valuation of Operational Risk at EDPR was reassessed and none of the five ESG risk factors had a material financial impact on the Company’s performance.
118 Annex I: Corporate Governance PART I - Information on shareholder structure, organisation and corporate governance A. Shareholder structure I. Capital structure 1. Capital structure EDP Renováveis, S.A. (hereinafter referred to as “EDP Renováveis”, “EDPR” or the “Company”) total share capital is 4,802,790,810€, since the Share capital increase in April 2021, where 88,250,000 new shares were issued at a subscription price of EUR 17.00 per share for a share premium of EUR 12.00. EDPR total share capital is composed of 960,558,162 shares with a nominal value of EUR 5.00 each, fully paid. All these shares are part of a single class and series and are admitted to trading on the Euronext Lisbon regulated market. Codes and tickers of EDP Renováveis SA share: ISIN:ES0127797019 LEI:529900MUFAH07Q1TAX06 Bloomberg Ticker (Euronext Lisbon): EDPR PL Reuters RIC:EDPR.LS EDPR main shareholder is EDP – Energias de Portugal, S.A., through EDP – Energias de Portugal, S.A. Sucursal en España (hereinafter referred as “EDP”), with 74.98% of share capital and voting rights. Excluding EDP, EDPR shareholders comprise more than 30,000 institutional and private investors spread across more than 30 countries with main focus in the United States and United Kingdom. Institutional Investors represent about 96% of Company shareholders (ex-EDP Group), mainly investment funds and socially responsible investors (“SRI”), while Private Investors, mostly Portuguese, stand for the remaining. For further information about EDPR shareholder structure please see chapter 1.3 of the Annual Report (“Organisation”). 2. Restrictions to the transferability of shares EDPR’s Articles of Association have no restrictions on the transferability of shares. 3. Own shares EDPR does not hold own shares. 4. Change of control EDPR has not adopted any measures designed to prevent successful takeover bids, nor defensive measures for cases of a change in control in its shareholder structure or agreements subject to the condition of a change in control of the Company, other than in accordance with normal practice, and therefore, has not adopted any mechanisms that imply payments or assumption of fees in the case of the transfer of control or the change in the composition of the managing body, or that could be likely to harm the free transferability of shares or shareholder assessment of the performance of the members of the managing body.
119 Notwithstanding the above, the following are normal market practice related to a potential change of control: • In the case of financing of certain wind farm projects, lenders have the right to approve change in control at the borro wer if the later ceased to be controlled, directly or indirectly by EDPR. • In the case of guarantees provided by EDP Group companies, if EDP directly or indirectly ceases to have the majority of EDPR then EDP is no longer obliged to provide such services or guarantees. The relevant subsidiaries will be obliged to provide for the cancellation or replacement of all outstanding guarantees within approximately sixty (60) days of the change of control event. • In the cases of intra-group services agreements and according to the Framework Agreement signed between EDP Ren- ováveis S.A. and EDP Energias de Portugal S.A., the contracts will maintain their full force as long as (i) EDP maintains its share capital above 50% or the right to exercise directly or indirectly more than 50% of voting rights on EDPR’s share capital, or (ii) even if the share capital of EDP or its voting rights are below 50%, but more than half of the Members of the Board are elected through an EDP proposal. 5. Special agreements regime EDPR does not have a special system for the renewal or withdrawal of counter measures for the restriction on the number of votes capable of being held or exercised by only one shareholder individually or together with other shareholders. 6. Shareholders’ agreements The Company is not aware of any shareholders’ agreement that may result in restrictions on the transfer of securities or voting rights. II. Shareholdings and bonds held 7. Qualified holdings Qualifying holdings in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the shareholder’s ownerships. The table below includes the information about the qualifying holdings of EDPR and their voting rights as of December 31 st , 2021: SHAREHOLDER SHARES %CAPITAL %VOTING RIGHTS EDP – ENERGIAS DE PORTUGAL, S.A. – SUCURSAL EN ESPAÑA 720,191,372 74.98% 74.98% BLACKROCK INC. 35,042,710 3.65% 3.65% Total qualified holdings 755,234,082 78.62% 78.62% EDP detains 74.98% of EDPR capital and voting rights, through EDP – Energias de Portugal, S.A. – Sucursal en España. As of December 31 st , 2021, EDPR’s shareholder structure consisted in a total qualified shareholding of 78.62%, corresponding to EDP Group and Blackrock Inc., with 74.98% and 3.65% of the capital, respectively. 8. Shares held by the Members of the Management and Supervisory Boards As of December 31 st 2021, none of the members of the Board of Directors /Delegated Committees of the Company directly or indirectly own EDPR shares.
120 9. Powers of the Board of Directors The Board of Directors is vested with the broad-ranging powers of administration, management, and governance of the Company, with no other limitations besides the powers which are expressly assigned to the General Shareholders’ Meetings in the Company’s Articles of Association (specifically in article 13) or in the applicable law. In this regard, the powers of the Board include, without limitation 1 to: • Acquire on lucrative or onerous title basis personal and real property, rights, shares and interests that may suit the Com- pany; • Sell and mortgage or charge personal and real property, rights, shares and interests of the Company and cancel mort- gages and other rights in rem; • Negotiate and enter into loans and credit operations that it may deem appropriate; • Negotiate and formalize all sort of acts and contracts with public entities or private persons; • Exercise civil and criminal actions and all further actions to be undertaken by the Company, representing it before gov- ernmental officers, authorities, corporations, governing, administrative, administrative-economic, administrative-litiga- tion and judicial courts, labour courts and the labour sections of the Supreme Court and of the High Courts of the Auton- omous Communities, with no limitations whatsoever, including before the European Court of Justice, and in general before the Government, in all its levels and hierarchies; to intervene or promote, follow and terminate, through all procedures and instances, the processes, court sections or proceedings; to accept decisions, to file any kind of appeal, including the cassation one and other extraordinary appeals, to discontinue or confess, to agree an early termination of a proceeding, to submit litigious questions to arbitration judges, and to carry out all sorts of notices and requirements and to grant a power of attorney to Court Representatives and other representatives, with the case-related powers and the powers which are usually granted to litigation cases and all the special powers applicable, and to revoke such powers; • Agree the allotment of interim dividends; • Call and convene the General Meetings and submit to them the proposals that it deem appropriate; • Direct the Company and organize its operations and exploitations by acknowledging the course of the Company busi- nesses and operations, managing the investment of funds, making extraordinary amortizations of bonds and realizing anything that it is considered appropriate for the best achievement of the Company’s objectives; • Freely appoint and dismiss Directors and other Company’s technical and administrative personnel, defining their respon- sibilities and remuneration; • Agree any changes of the registered office’s address within the same municipal area; • Incorporate legal entities as stipulated under the law; assigning and investing all sorts of assets and rights, as well as entering merger and cooperation agreements, association, grouping and temporary union agreements between compa- nies or business and joint property agreements, and agreeing their alteration, transformation and termination; Likewise, the General Shareholders’ Meeting held in March 26 th , 2020, approved the delegation to the Board of Directors of the power to issue in one or more occasions both: • Fixed income securities or other debt instruments of analogous nature; • Fixed income securities or other type of securities (warrants included) convertible or exchangeable into EDP Renováveis, S.A. shares, or that recognize at the Board of Directors’ discretion the right of subscription or acquisition of shares of EDP Renováveis, S.A. or of other companies, up to a maximum amount of three hundred million Euros (EUR 300,000,000) or its equivalent in other currency. As part of such delegation, the General Shareholder’s Meeting delegated into the Board of Directors the power to increase the share capital up to the necessary amount to execute the related tasks above. Additionally, it was also approved to au- thorize the Board of Directors for the acquisition of own shares by the Company and/or the affiliate companies up to the maximum limit of 10% of the subscribed share capital. These delegations may be exercised by the Board of Directors within a period of five (5) years since the proposal was approved, and within the limits provided under the law and the By-Laws. 1 This list has a merely indicative nature, as the Board of Directors may perform all further powers expressly granted to the Board in the Articles or in the applicable law.
121 The General Shareholders’ Meeting may also delegate to the Board of Directors the power to implement an adopted decision to increase the share capital, indicating the date or dates of its implementation and establishing any other conditions that were not specified by the General Shareholders’ Meeting. The Board of Directors may use this delegation wholly or partially, and may also decide not to perform it in accordance with the situation and conditions of the Company, the market, or any particularly relevant events or circumstances that justify such decision - of which the General Shareholders’ Meeting must be informed at the end of the time limit or limits for adopting and performing the decision. Additionally, in compliance with its personal law and Company’s internal regulations, some functions of the Board of Direc- tors are non- delegable and, as such, have to be performed at this level, which are the following 2 : • Election of the Chairperson of the Board of Directors; • Appointment of Directors by co-option; • The supervision of the effective functioning of any committees that it may have incorporated and of the performance of any delegated bodies or managers it may have designated; • The determination of the company’s general policies and strategies; • The authorization or waiver of the obligations arising from the Directors duty of loyalty; • Its own organization and functioning; • The formulation of the annual accounts and its submission to the General Shareholders’ Meeting; • The preparation of any type of report required from the board by law, when the underlying transaction to which the report refers cannot be delegated; • The appointment and removal of the delegated directors (“Joint Directors”) of the company, as well as the determination of their contract conditions; • The appointment or removal of the members of the Management Team, as well as the determination of their basic con- tract conditions, including remuneration; • Decisions relating to directors’ remuneration, within the statutory framework and, if such is the case, within the remuner- ation policy approved by the General Shareholders’ Meeting; • Calling the General Shareholders’ Meeting and preparing the agenda and proposed resolutions; • The policy relating to own shares; • Any powers that the General Shareholders’ Meeting has vested to the board of directors, unless the board has explicitly authorized that they may be sub- delegated; • The approval of the strategic or business plan, annual management objectives and budget, investment and financing policies, social sustainability policy and the dividends policy; • The determination of the risk control and management policy, including those related to tax matters, and the supervision of the internal information and control systems; • The determination of the company’s corporate governance policy as well as the one applicable to the group of which the company is the parent entity; its organization and functioning and, in particular, the approval and amendment of its own regulations; • The approval of the financial information that the company must disclose periodically; • The definition of the structure of the group of companies of which the company is the parent entity; • The approval of all type of investments and transactions that due to their high amount or special nature are considered as strategic or that may imply a financial risk, unless their approval falls under the General Shareholders’ Meeting. For the purposes of this paragraph, the following transactions shall be considered as included: i. The purchase and sale of assets, rights or shareholdings by EDPR, included in the business plan approved by the Board of Directors (the Business Plan), whenever their [A] (i) book value, or (ii) market value assessed in terms of equity value, or (iii) the transaction price, or (iv) the initial investment value, is over one hundred and 2 This list was updated by approval of the Board of Directors on its session held on July 27 th , 2021, in order to align them the new Spanish Companies Act and the thresholds implemented in EDP Group.
122 fifty million Euros (150,000,000€) 3 (at present value), or [B] initial investment value consumes the total amount foreseen Business Plan for these type of transactions, whenever their (i) book value, or (ii) its market value assessed in terms of equity value, or (iii) the transaction price, or (iv) the initial investment value, is over sev- enty-five million Euros (75,000,000€) (at present value); ii. Agreements regarding (i) bank loans and (ii) credit facilities in an amount above two hundred and fifty million Euros (250.000.000€), provided that, as a result of such agreements, EDPR’s overall indebtedness exceeds the amount set forth in the approved annual budget; iii. Total or partial opening or closure of establishments, as well as extensions or reductions of its activity, provided that, according to a reasonable estimate of the executive directors, they result in a change in the turnover or in the assets of the Company of over seventy-five million Euros (75,000,000€); iv. Other operations and relevant transactions, and in particular, those excluded from the scope of the Business Plan whenever their (i) book value or (ii) market value assessed in terms of equity value, or (iii) the transaction price, or (iv) the initial investment value is above seventy-five million Euros (75,000,000€) 4 (at present value); v. Any operations not directly related to the energy sector which amount is above twenty million Euros (20,000,000€); vi. Setting up or terminating strategic partnerships or any other forms of enduring cooperation, in an amount above twenty million Euros (20,000,000€). 5 • The approval of the creation or acquisition of shares in special purpose entities or registered in countries or territories considered tax havens, as well as any other transaction or operation of a similar nature that, due to its complexity, may undermine the transparency of the company and its group; • The approval of Related Party Transactions, unless: i. its approval corresponds to the Shareholders’ Meeting; or ii. transactions (i) between companies of the same group and that are performed in the ordinary management of the company and under market conditions, or (ii) closed under standardized conditions and wholesale ap- plied to a high number of clients, and at prices or tariffs generally established by the supplier of the good or service, the amount of which does not exceed the 0,5% of the net annual company turnover ; which will be approved by the Audit, Control and Related Party Transactions Committee. • The determination of the company’s fiscal strategy; • The supervision of the elaboration and submission process of the financial information and the management report, that will include as the case may be the required non-financial information; and the submission of the recommendations or proposals presented to the Board aimed to protect its integrity. Should be noted that in case of duly justified urgency situations, or when considered convenient in an interim period between meetings of the Board of Directors, the decisions related to the reserved matters referred above may be adopted by the delegated bodies or individuals, and will be ratified at the first Board meeting to be held after the adoption of the decision. As per the governance model adopted, EDPR has to comply with the regulation established under the Spanish Companies Act, which among others, as mentioned above, stablishes that the approvals of the strategic lines and policies of the com- pany are a reserved matters of the Board of Directors that cannot be delegated, and that shall be necessarily approved at this level. Therefore, in EDPR the assessment and issuance of the opinion regarding the strategic lines and risk policies of the Company is not assigned by a Supervisory Board (as EDPR does not have this governing Body) but in line with its applicable law, is assumed by its Board of Directors. 3 For the purposes of this provision, the amounts of the respective financial guarantees shall be considered in aggregate. 4 For the purposes of this provision, the amounts of the respective financial guarantees shall be considered in aggregate. 5 For the purposes of this provision, partnerships or other forms of cooperation which do not have a strategic and lasting character, namely regarding cases where such partnerships are limited to specific transactions in predominantly commercial and operational matters or which relate to the Company’s core activities.
123 10. Significant business relationships between the holders of qualifying holdings and the Company Information on any significant business relationships between the holders of qualifying holdings and the Company is de- scribed on topic 90 of this Chapter 5 of the Annual Report. B. Corporate Boards and Committees I. General Shareholders’ Meeting A) Composition of the Board of the General Meeting 11. Board of the General Shareholders’ Meeting On the General Meeting of April 8 th , 2014, it was approved to appoint José António de Melo Pinto Ribeiro as the Chairperson of EDPR’s Shareholders’ Meeting for a three-year (3) term; who was re-elected on the General Shareholders’ Meeting held on April 6 th ,2017 for a last mandate of three-year (3) term; being his office extended until the first General Shareholders’ Meeting following of the end of this office term, which was finally held on February 22 nd , 2021. Based on the proposal submitted by the Appointments, Remunerations and Corporate Governance Committee 6 , and given the expiration of the mandate of José António de Melo Pinto Ribeiro as Chairperson of the Shareholders’ Meeting, in 2021 it was decided to adopt the general practice followed under the personal law of the Company (Spanish one) that allows the Shareholders’ Meeting to be chaired by the Chairperson of the Board of Directors. Therefore, at the Board of Directors meet- ing held in January 19 th , it was approved to submit the related Bylaws amendment proposal for the approval of the Extraor- dinary Shareholders’ Meeting held in February 22 nd ,2022, stating that the Chairmanship of the General Meeting will corre- spond to the Chairperson of the Board of Directors and, in the absence thereof, to the Vice-Chairperson (in the absence of both of them, it will be assigned to the oldest director). It was also stated that the Chairperson of the Board of Directors, or whoever substitutes him, together with the remaining members of the Board, shall constitute the Board of the General Share- holders’ Meeting, and its Secretary will be the Secretary of the Board of Directors. Therefore, the Ordinary Shareholders’ Meeting held on April 12 th , 2021, was chaired by the Chairperson of the Board of Directors (who in that moment was Miguel Stilwell d’ Andrade). As such, since April 12 th , 2021, and as of December 31 th , 2021 the role of Chairperson of the Shareholders’ Meeting corre- sponds to António Gomes Mota, who was appointed as member of the Board for a three-year (3) term by the General Share- holders’ Meeting held in April 12 th , 2021, and for the position of Chairperson of the Board of Directors on its meeting subse- quently held on the same date. The Secretary of the Board of Directors since December 2007 and until November 2 nd , 2021 was Emilio García-Conde Nor- iega, and therefore, he assumed also the role of Secretary of the two General Shareholders’ Meetings held in 2021. At the Board of Directors meeting held on November 2 nd 2021, Emilio García-Conde Noriega presented the resignation from his position as Secretary of the Board of Directors of EDP Renováveis S.A., and in order to fill this vacancy, following the proposal of the Appointments, Remunerations and Corporate Governance Committee, the Board of Directors unanimously agreed to appoint María González Rodríguez (Vice-Secretary of the Board of Directors since 2019) as Secretary non-member of the Board of Directors of EDPR, and to appoint Borja Pérez Dapena as new Vice secretary non-member of the Board of Directors of EDPR. The Secretary of the Board of Directors’ mandate does not have an end of term date according to the Spanish Companies Law since is not a Board Director. Should be also highlighted that accordance with article 180 of the Spanish Companies’ Law, all the Board Members are obliged to attend the General Meetings. 6 On February 19 th , 2021, the Board of Directors of EDPR approved to adjust the name of this Committee to refer the assumption of the Corporate Governance functions.
124 The Chairperson of the General Shareholders’ Meeting of EDPR has at his disposal, the necessary human and logistical resources required for the performance of his duties. Therefore, in addition to the resources provided by the Company’s General Secretary, in 2021 the Company hired a specialized entity to give support to the meetings and to collect, process and count the votes submitted by the shareholders on the Extraordinary Shareholders’ Meeting held on February 22 nd and on the Ordinary Shareholders’ meeting held on Abril 12 th . B) Exercising the right to vote 12. Voting rights restrictions Each EDPR share entitles its holder to one vote. EDPR’s Articles of Association have no restrictions regarding voting rights. 13. Voting rights EDPR’s Articles of Association have no reference to a maximum percentage of voting rights that may be exercised by a single shareholder or by shareholders that are in any relationship. All shareholders, regardless the number of shares owned, may attend to the General Shareholders’ Meeting and request the information or explanations that they consider relevant regard- ing the matters included in the Agenda of the convened meeting, and are entitled as shareholders of the Company, to take part in its deliberations and to participate in its voting process. The Board of Directors approves a Shareholder’s Guide for each General Shareholders’ Meeting, detailing among other mat- ters, the procedure and requirements for the submission through mail and electronic communication of voting forms. This Guide was made available at the Company’s website (www.edpr.com). As informed in the related Notice and in the corre- sponding Shareholders’ Guide, in order to exercise their right to attend, the shareholders must have the ownership of their shares duly registered in the Book Entry Account at least five (5) days prior to the date of the General Shareholders’ Meeting. Any shareholder may be represented at the General Shareholders’ Meeting by a third party by means of a revocable Power of Attorney (even if such representative is not a shareholder). The Board of Directors may require shareholders’ Power of Attorney to be in the Company’s possession at least two (2) days in advance, indicating the name of the representative. These Powers of Attorney shall be granted specifically for each General Shareholders’ Meeting and can be evidenced in writing or by remote means of communication such as email or post. According to the applicable law and the Company’s Articles of Association, the notice of EDPR’s General Shareholders’ Meetings is published in the Official Gazette of the Commercial Registry and on the Company’s website at least thirty (30) days prior to the meeting date. Likewise, the Notice of the General Shareholders’ Meeting is published at the website of Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A (“Interbolsa”) and on the website of the Comissão do Mercado de Valores Mobiliários (“CMVM”) – at www.cmvm.pt - and of the Comisión Nacional del Mercado de Valores (“CNMV”) – at www.cnmv.es. Simultaneously with the publication of the meeting Notice, the sup- porting documentation in relation to the General Shareholders’ Meeting is published on the CMVM website. Likewise, as soon as the notice of the meeting is formally published, the following information and documentation related to the General Share- holders’ Meeting is made available at the Company’s website (www.edpr.com): I. the notice of the General Shareholders’ Meeting; II. the total number of shares and voting rights at the date of the Meeting notice; III. the template letter expressing the intention to attend the Meeting, the template of the letter of representation and the template of the ballot to be sent by mail, and also, the links to the electronic platforms that the Company provides for the telematic submission of the intention to attend and the voting on the topics included in the Agenda; IV. the full texts of the proposed resolutions (included when received if such were the case, those proposed by shareholders) and related supporting documentation, that will be submitted to the General Shareholders’ Meet- ing for approval;
125 V. The Shareholders’ Guide; VI. The consolidated texts in force (Articles of Association and the other applicable regulations). In 2021, the Company included the English and Portuguese versions of the information and documents related to the Share- holders´ Meetings on its website (www.edpr.com) with the notice of the meetings, being the Spanish version of the docu- ments the one that prevailed. Shareholders may vote on the topics included on the Shareholders’ Meeting Agenda, in person (including by means of the corresponding representative) at the meeting, by ordinary mail, or by electronic communication (in this latest case, through a telematic vote platform made available at the Company’s website or sending the related filled and signed templates by email), and in any case providing the documentation indicated in the Shareholder’s Guide. Pursuant to the terms of article 15 of the Articles of Association, both electronic and mail-in votes must be received by the Company before midnight (24.00 hours) of the day before the scheduled meeting date of first call. Remote votes can be revoked subsequently by the same means used to cast them, always within the deadlines established for that purpose, or by personal attendance to the General Shareholders’ Meeting of the shareholder who casted the vote to his/her representative. Considering the health emergency resulted from the expansion of the Covid-19 during 2021 at international level, and given the exceptional measures adopted by the Spanish Government aimed to limit the virus spreading - which were particularly referred to restrictions to events with a high number of people - the Board of Directors recommended to EDPR shareholders to exercise their rights for the General Meetings held in 2021 in the safest way, particularly through the representation and vote at a distance. 14. Decisions that can only be adopted by a qualified quorum According to EDPR’s Articles of Association and as established in the law, both ordinary and extraordinary General Share- holders’ Meetings are validly constituted when first called if the shareholders, either present or represented, jointly reach at least twenty-five percent (25%) of the subscribed voting capital. On second call, the General Shareholders’ Meeting will be validly constituted regardless of the amount of the capital present or represented. Notwithstanding the above percentages, to validly approve the issuance of bonds, the increase or reduction of capital, the transformation, global assignment of assets and liabilities, merger or spin-off of the Company, the transfer of the Registered Office abroad, the elimination or limitation of pre-emptive rights of new shares and in general, any necessary amendment to the Articles of Association, in the Ordinary or Extraordinary Shareholders’ Meeting, it is required that on first call, the Share- holders, either present or represented, reach at least fifty percent (50%) of the subscribed voting capital and, on second call, at least twenty-five percent (25%) of the subscribed voting capital. In relation to the quorum required to validly approve these matters, in accordance with the Law and the Articles of Associa- tion, when the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the above mentioned resolutions will be validly adopted by absolute majority, and in the case the shareholders attending represent between the twenty-five percent (25%) and the fifty percent (50%) – but without reaching it - the favorable vote of the two- thirds (2/3) of the present or represented capital in the General Shareholders’ Meeting will be required to approve these resolutions. EDPR has not established any mechanism that may intend to cause mismatching between the rights to receive dividends or the subscription of new securities and the voting right of each common share, and has not adopted mechanisms that hinder the passing of resolutions by shareholders, including fixing a quorum for resolutions greater than that provided by the law.
126 II. Management and supervision A) Composition 15. Corporate Governance model EDPR is a Spanish Company listed in a regulated stock exchange in Portugal. The corporate organization of EDPR is subject to its personal law and to the extent possible, to the recommendations contained in the Corporate Governance Code of the Instituto Português de Corporate Governance (“IPCG”), resulted as of the Protocol signed on October 13 th , 2017 between the Comissão do Mercado de Valores Mobiliários (“CMVM” – Portuguese Securities Market Commission) and the IPCG, which was last reviewed in July 2020. This governance code is available at the IPCG website (https://cam.cgov.pt/). As such, the Company intends to comply with both legal systems but always taking into account that its personal law is the Spanish one, and that in case of discrepancy, the aim is to adopt the law that entails more protectionism for its shareholders. The governance structure of EDPR is the one applicable under its personal law, that comprises a General Shareholders’ Meeting and a Board of Directors that represents and manages the Company. Additionally, parallelly seeks to correspond it to the so-called “Anglo-Saxon” model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit, Control and Related Party Transactions Committee. The organization and functioning of EDPR corporate governance model aims to achieve the highest standards of corporate governance, business conduct and ethics referenced on the best national and international practices. In line with its governance model above referred, and as detailed along topics 15 - 29 of this Chapter 5 of the Annual Report and contemplated in the law and Articles of Association of the Company, as of December 31 st , 2021, EDPR does not have a Supervisory Board, but its Board of Directors has set up two Delegated Committees entirely composed by Members of the Board of Directors: the Audit, Control and Related-Party Transactions Committee and the Appointments, Remunerations and Corporate Governance Committee. This structure and its functioning, enables a fluent workflow between all levels of the governance model, as: i) each of the Delegated Committees shall report the decisions taken to the Board of Directors (drafting the minutes of each of the meetings and also providing whatever further clarification is required by the Board), and ii) as the committees Members are also members of the Board, all of them will also receive the complete information at Board of Directors level (as convening of the meetings, supporting documents and related minutes) in order to take the corresponding decisions; and all in all, thus ensuring in time and manner the access to all the information to the whole Board of Directors in order to appraise the performance, current situation and perspectives for the further development of the Company. The General Secretary constitutes the focal point in charge of the centralization of the reception and management of all the information and documents to be provided to the different Governing Bodies. This information is prepared by the different departments of EDPR, with the support when necessary of external experts, and always managed in a strictly confidential basis. Additionally, the corresponding duties and functioning procedures for the Governing Bodies (including but without limitation, the performance of their functions, their Chairmanship, periodicity of meetings, their functioning and the duties of their members) have been defined at the Articles of Association, and Board of Directors and Delegated Committees Regula- tions (which are published at the website of the Company www.edpr.com), with the aim of ensuring the adequacy in terms of time and manner of the elaboration, management and access to the information in order to procced at each level with the corresponding acknowledgements and decisions. In line with the above, the General Secretary sends the notices and sup- porting documents of the topics to be discussed in each meeting of the Board and of each of its committees to their proper discussion during the meeting. Besides the above, Secretary to the Board of Directors also provides necessary legal advise to the Governing Bodies. Finally, the minutes of all meetings are drawn and also circulated by the General Secretary.
127 The governance model of EDPR was designed to ensure the transparent and meticulous separation of duties, management and the specialization of supervision, through the following governing bodies: • General Shareholders’ Meeting • Board of Directors • Audit, Control and Related Party Transactions Committee • Appointments, Remunerations and Corporate Governance Committee The experience gained operating the Company through this structure indicates that the governance model approved by EDPR shareholders, and adopted in EDPR, is the most appropriate in line with the corporate organization of its activity, especially because it affords transparency and a healthy balance between the management and the supervisory functions. The links of the Company Website that refers to the information of the Governing Bodies and its regulations are indicated in topics 59-65 of this Chapter 5 of the Annual Report. 16. Rules for the nomination and replacement of directors According to Article 29.5 of the Company’s Articles of Association, the Appointments, Remunerations and Corporate Gov- ernance Committee is empowered by the Board of Directors to propose, advise and inform the Board regarding the appoint- ments (including by co- option), re-elections, removals and remuneration of the Board Members, as well as the composition of the committees of the Board. This committee also advises on the appointment, remuneration and dismissal of top man- agement officers. As also referred in the Company Articles of Association (Article 21) the term of office of the Board Members shall be of three (3) years and may be re-elected once or more times for equal periods. The appointment proposals shall be approved by majority. Following the best Corporate Governance practices, EDPR has analyzed and discussed about the possible criteria applicable in the selection of the new members of its Governing Bodies. As a conclusion, the Appointments, Remunerations and Corpo- rate Governance Committee and the Board of Directors resolved at their meetings held on November 2 nd , 2016, and Decem- ber 14 th , 2016 respectively, to take into account the following criteria for the selection of new members of the Governing Bodies: the education, experience in the energy sector, integrity and independence, and the diversity that such candidate may provide to the related body. Likewise, on the Shareholder’s Meeting held on March 26 th , 2020, the Board of Directors made public its particular interest in supporting the gender diversity in accordance with the Lei nº 62/2017 of August 1 st , and specifically committed at the seventh resolution of the agenda, to promote that at the first Elective Shareholders’ Meeting to be held after termination of the current term of office of the Board Members, the percentage of Board Members corresponding to the less represented gender is increased to a 33.3%. Based on the above criteria, after the previous advice of the Appointments, Remunerations and Corporate Governance Com- mittee, in 2021 the Board of Directors submitted the related proposals to the General Shareholders’ Meeting (including for sake of clarity, the curriculum vitae of the candidates, which were be publicly disclosed with the other supporting documents of the meeting in the terms referred in topic 13 above). For more information about the composition of the Board of Directors please check the Sustainability Chapter of the Annual Report at its topic GRI 405-1, and the Annex I of this Chapter 5 of the Annual Report, which includes the curricular details of its Members. Additionally, in case of a vacancy, pursuant to the Articles of Association and the Spanish Companies Law, the Board of Directors may co-opt a new Board Member, who will occupy the position until the next General Shareholders’ Meeting, to which a proposal will be submitted for the ratification of such appointment by co-option. Pursuant to the Spanish Companies Law, the co-option of Directors must be approved by absolute majority of the Directors at the Board meeting. Finally, pursuant to Article 23 of the Articles of Association and article 243 of the Spanish Companies Act, shareholders may group their shares until constituting an amount of capital equal or higher than the result of dividing the company’s capital by the number of Members of the Board, to be entitled to appoint a number of Directors equal to the result of the fraction using only whole amounts. Those shareholders making use of this power, cannot intervene in the nomination of the other members of the Board of Directors.
128 17. Composition of the Board of Directors At the meeting held in January 19 th ,2021, the Board received the resignations to the positions as Directors of Duarte Bello (with effects January 19 th , 2021), Spyridon Martinis (with effects January 19 th 2021) and Miguel Angel Prado (with effects as of the next General Shareholders’ Meeting to be held). Likewise, after the public communication of António Mexia and João Manso Neto about their non - availability to be re-elected for their positions in EDP, following the appointment by EDP’s shareholders of a new Executive Board of Directors team at EDP, and taking in consideration that both informed that they were putting their positions at the disposal of the Board, António Mexia was also ceased as Chairperson of EDPR´s Board, and João Manso Neto as Vice-Chairperson of EDPR´s Board and CEO of EDPR. In order to fulfil the referred vacant positions, (including also the seat of Francisca Guedes the Oliveira, who presented his resignation by the end of 2020), following the proposal of the Appointments, Remunerations and Corporate Governance Committee, the Board of Directors of EDPR also agreed on its meeting held on January 19 th , 2021, to approve the appoint- ment by co-option of Miguel Stilwell d’Andrade (as Executive Director); Ana Paula Marques (as Non-executive Director) and Joan Avalyn Dempsey (as Non-executive and Independent Director). Likewise, Miguel Stilwell de Andrade was appointed as Chairperson of EDPR´s Board and CEO of EDPR and Rui Teixeira, who at that moment was EDPR’s Executive Director and “Consejero Delegado,” as CFO of the company. On the Extraordinary Shareholders’ Meeting held on February 22 nd , 2021, the above-mentioned appointments by co-option were ratified, and it was approved the termination of António Mexia and João Manso Neto as members of the Board of Directors of the Company. The above changes lastly contributed to better maximize EDPR’s Board participation in the management of the company. Consequently the Executive Committee body -which included up to that date the Executive Board members- was dissolved and the remaining members were integrated in a Management Team 7 . Considering the new composition of the Board, and always taking into account the size of EDPR and the complexity of the risks intrinsic to its activity, following the proposal of the Appointments, Remunerations and Corporate Governance Commit- tee, the Board of Directors EDPR submitted to the Extraordinary Shareholders Meeting held on February 22 nd , 2021 the proposal adjust the number of Directors of the Company - that until that date was stablished in fifteen (15) - to a total of twelve (12) members, within the range included in Article 20.1 of the Articles of Association (that stablishes that the Board of Directors shall consist of no less than five (5) and no more than seventeen (17) Directors). On the Board of Directors held on February 23 rd , 2021 the resignations presented by António Nogueira Leite, Conceição Lucas, Francisco Seixas da Costa and Alejandro Fernández de Araoz to their positions as members of the Board of Directors with effects at the date of the Ordinary Shareholders’ Meeting to be held in 2021 were received. In order to fill these vacan- cies, following the proposal of the Appointments, Remunerations and Corporate Governance Committee, the Board of EDPR submitted to the Ordinary Shareholders’ meeting held on April 12 th , 2021 the proposal to approve the appointment for the statutory term of three (3) years of António Gomes Mota (as Non- Executive and Independent Director), of Miguel Nuno Simões Nunes Ferreira Setas (as Dominical Director), of Rosa García García (as Non-Executive and Independent Director) and of José Manuel Félix Morgado (as Non-Executive and Independent Director). Likewise, the Ordinary Shareholders’ Meet- ing approved the reelection for the statutory term of three (3) years of Miguel Stilwell d’Andrade (as Executive Director), Rui Manuel Rodrigues Lopes Teixeira (as Executive Director), Vera de Morais Pinto Pereira Carneiro (as Dominical Director), Ana Paula Garrido de Pina Marques (as Dominical Director), Manuel Menéndez Menéndez (as External Director), Acácio Liberado Mota Piloto (as Non-Executive and Independent Director), Allan J. Katz (as Non- Executive and Independent Director) and Joan Avalyn Dempsey (as Non- Executive and Independent Director). On the Board of Directors held after the Ordinary Shareholders’ Meeting of April 12 th , 2021, it was also approved to appoint António Gomes Mota as independent Chairperson of EDPR’s Board and Miguel Stilwell d’Andrade as Vice-Chairperson; as well as to appoint Miguel Stilwell d’Andrade as CEO and of Mr. Rui Teixeira as CFO of EDPR. 7 Detailed information regarding EDPR’s Management Team functions and composition has been included in topic 21 of this Chapter 5 of the Annual Report.
129 As a result of the above referred resolutions, as of 31 st December 2021, the Board of Directors of EDPR was composed by twelve (12) members, had an independent Chairperson; had only two executive members, had a reinforced presence of independent Directors with 50% of Board representation and had a reinforced presence of women with 33% of Board rep- resentation. Therefore, as of December 31 st , 2021, the Board of Directors was composed by the following Directors: BOARD MEMBER POSITION DATE OF FIRST APPOINTMENT DATE OF RE- ELECTION END OF TERM António Gomes Mota Independent Chairperson 12/04/2021 - 12/04/2024 Miguel Stilwell d’Andrade CEO and Executive Vice-Chairper- son 19/02/2021 12/04/2021 12/04/2024 Rui Teixeira CFO and Executive Director 29/10/2019 12/04/2021 12/04/2024 Vera Pinto Director 26/02/2019 12/04/2021 12/04/2024 Ana Paula Marques Director 19/02/2021 12/04/2021 12/04/2024 Miguel Setas Director 12/04/2021 - 12/04/2024 Manuel Menéndez Director 04/06/2008 12/04/2021 12/04/2024 Acácio Piloto Director 26/02/2013 12/04/2021 12/04/2024 Allan J. Katz Director 09/04/2015 12/04/2021 12/04/2024 Joan Avalyn Dempsey Director 19/02/2021 12/04/2021 12/04/2024 Rosa García García Director 12/04/2021 - 12/04/2024 José Manuel Félix Morgado Director 12/04/2021 - 12/04/2024 António Mexia* Director 18/03/2008 27/06/2018 - João Manso Neto* Director 4/12/2007 27/06/2018 - Duarte Bello** Director 26/09/2017 27/06/2018 - Spyridon Martinis** Director 26/02/2019 - - Miguel Ángel Prado*** Director 26/09/2017 27/06/2018 - António Nogueira Leite**** Director 26/02/2013 27/06/2018 - Francisco Seixas da Costa**** Director 14/04/2016 27/06/2018 - Conceição Lucas**** Director 27/06/2018 - - Alejandro Fernandez de Araoz**** Director 27/06/2018 - - *António Mexia and João Manso Neto, given their public notice of their lack of availability to be members of EDP, were dismissed by the Ordinary Sharehold- ers’ Meeting Held on April 12 th 2021 from their positions as Board Members. **Duarte Bello and Spyridon Martinis presented the resignation to their positions as Board Members with effects January 19 th , 2021 ***Miguel Angel Prado presented the resignation to his position as Board Member with effects February 22 nd , 2021. ****António Nogueira Leite, Conceição Lucas, Francisco Seixas da Costa and Alejandro Fernández de Araoz presented the resignation to their positions as members of the Board of Directors with effects April 12 th ,2021. At the Board of Directors meeting held on November 2 nd , 2021, Emilio García-Conde Noriega, Secretary of the Board of Directors of EDPR since December 2007, presented the resignation from this position, and in order to fill this vacancy, fol- lowing the proposal of the Appointments, Remunerations and Corporate Governance Committee, the Board of Directors of EDPR unanimously agreed to appoint María González Rodríguez (Vice-Secretary of the Board of Directors since 2019) as Secretary non-member of the Board of Directors of EDPR, and to appoint Borja Pérez Dapena as new Vice-Secretary non- member of the Board of Directors of EDPR.
130 18. Executive, Non-Executive and Independent Members of the Board The independence of the Directors is evaluated according to the Company’s personal law, and annually confirmed by each of the corresponding Directors through the signature of an independence declaration. Likewise, EDPR Board of Directors Regulations, and Article 20.2 its Articles of Association, defines independent Directors as those who are able to perform their duties without being limited by relations with the Company, its significant Shareholders, or its management officers and comply with the other legal requirements. Corporate Governance recommendations of the IPCG Code state that the number of non-executive directors should be higher than the number of executive directors, and that at least one third over the total members shall be non-executive members that also comply with the independence criteria. To this extent, and provided that the independence criteria applicable to EDPR Directors are the ones established under its personal law, from a total of fifteen (12) positions that composed of EDPR’s Board of Directors as of December 31 st , 2021, ten (10) were non-executive, being six (6) of them also independent. In ac- cordance with the law and Articles of Association, it has been established that Non- Executive Directors can only be repre- sented in the Board meetings by other Non- Executive Director. As such, it has been concluded that the composition of the Board and its Delegated Committees is suitable for the size of the company and the complexity of the risks intrinsic to its activity mainly considering that enables a separation of duties, man- agement and specialization of supervision at the same time that the non-executive and independent directors take part in all the decisions also at the Board of Directors level. Should be noted to this extend that the Board of Directors is composed by a majority of non-executive members, with a high percentage of independents; and that the Audit, Control and Related Party Transactions Committee and the Appointments, Remunerations and Corporate Governance Committee, are entirely composed by non- executive and independent members. Likewise, the executive line of the Board is centralized in two direc- tors, who are supported in the daily activity of the Company by the Members of a Management Team. Spanish law, Regulations of the Board of Directors and Company Articles of Association regulate the criteria for the incom- patibilities with the position of Director. Specifically, Article 23 of the Articles of Association, establish that the following can not be Directors: • Those who are directors of or are associated with any competitor of EDPR, or have family relations with them. In this respect a Company shall be considered as a competitor of EDPR, whenever it is engaged, if it is directly or indirectly involved in the production, storage, transport, distribution, marketing or supply of electricity or fuel gas; or also if has interests opposed to those of EDPR, or to the ones of any competitor or any of the companies in its group, and the Board members, employees, lawyers, consultants, or representatives of any of them. Under no circumstances shall companies belonging to the same group as EDPR, including abroad, be considered competitors; • Those who are in any other situation of incompatibility or prohibition under the law or EDPR’s Articles of Association. Under Spanish law, among others, are not allowed to be Directors those who are underage – under eighteen (18) years - and were not emancipated, disqualified, competitors, convicted of certain offences, or that hold certain management positions. The prevention and avoidance of the conflict of interest in the performance of the duties of the Directors of EDPR is regulated in line with the terms contained in article 229 of the Spanish Companies Law and implemented in article 28.3 of the Board of Directors Regulations, which is also applicable to the committees under article 12 of their respective regulations. This article states that in case any direct or indirect conflict of interest arose, it shall be communicated to the Board of Directors, being the Director involved obliged to abstain from intervening in the corresponding operation. Additionally, all the Board Members (and hence those of its Delegated Committees, as they are entirely composed by Members of the Board) shall annually sign an statement declaring their compliance with the terms of the requirements stated under article 229 of the Spanish Companies Law, and their commitment to notify any variation in the information declared under the statement as soon as it may occur, in order to fully comply with the loyalty duty and avoid any interference or irregularity in any decision- making process.
131 The following table includes the executive, non-executive and independent members of the Board of Directors as of Decem- ber 31 st , 2021: BOARD MEMBER POSITION António Gomes Mota Chairperson (non-Executive and Independent) Miguel Stilwell d’Andrade CEO and Executive Vice-Chairperson Rui Teixeira CFO and Executive Director Vera Pinto Non-Executive Director Ana Paula Marques Non-Executive Director Miguel Setas Non-Executive Director Manuel Menéndez Non-Executive Director Acácio Piloto Non-Executive Director and independent Director Allan J. Katz Non-Executive Director and independent Director Joan Avalyn Dempsey Non-Executive Director and independent Director Rosa García García Non-Executive Director and independent Director José Manuel Félix Morgado Non-Executive Director and independent Director 19. Professional qualifications and biographies of the Members of the Board of Directors The skills and main positions held by the members of the Board of Directors, as well as those that they currently hold in Group and non-Group companies and other relevant curricular information details are available in the Annex I of this Chapter 5 of the Annual Report. 20. Family, professional and business relationships of the Members of the Board of Directors with qualifying shareholders Qualifying Shareholders in EDPR are subject to the Spanish Law, which regulates the criteria and thresholds of the share- holders’ holdings. As of December 31 st , 2021, and as far as the Company was informed, there are no family or business relationships of Members of the Board of Directors with qualifying shareholders but only professional relationships due to the fact that some of the Members of EDPR’s Board of Directors are currently Members of the Board of Directors in other companies belonging to the same group as EDP Renováveis S.A., which are the following: • Miguel Stilwell d’ Andrade; • Rui Teixeira; • Vera Pinto; • Ana Paula Marques; • Miguel Setas; • Manuel Menéndez Menéndez
132 21. Corporate bodies and management structure As exposed in topic 15 above, the governance model of EDPR was designed to ensure the transparent and meticulous sep- aration of duties and the specialization of supervision through the following governing bodies and management structure: General Shareholders’ Meeting: which is the body in which the shareholders participate. Represents the Company with the full authority corresponding to its legal personality and has the power to deliberate, vote and adopt decisions, particularly on matters that the law and Articles of Association reserve for its decision and that must be submitted for its approval. Board of Directors: that represents and administrates the Company under the broadest powers of management, supervision and governance with no limitations other than the responsibilities expressly and exclusively granted to the jurisdiction of the General Shareholders Meeting in the Company’s Articles of Association or in the applicable law. Executive Directors: EDPR has two Executive Directors who are also Joint Directors, Miguel Stilwell de Andrade (CEO) and Rui Teixeira (CFO), to whom the Board agreed to delegate all the competences that can be delegated as per established under the Company Bylaws and the applicable law. Delegated Committees: as regulated by the applicable Law and pursuant to the best corporate governance recommenda- tions, EDPR has set up two additional specialized internal committees: • The Audit, Control and Related Party Transactions Committee, whose main duties are the supervision of the financial information and internal control, risk management and Compliance systems. It also assumes the functions related to the analysis and, when applicable, the approval of the Related Party Transactions of the Company. • The Appointments, Remunerations and Corporate Governance Committee, whose main duties are the assistance and report to the Board of Directors in the appointments, re-elections, dismissals, evaluation, and remunerations of the mem- bers of the Board of Directors and Management Team members. It also assumes the functions related to the reflection on the Corporate Governance structure of the company and its efficiency.
133 Management Team: On January 2021 the Board of Directors agreed to create this body in order to assume the conduction and supervision of the daily activity and performance of the Company. Considering the growing tendence of EDPR and its presence in new geographies, during 2021 it was analyzed the appro- priate composition of the Management Team in order to ensure the required support to the needs to be covered both in business and technical terms. As conclusion, and in particular considering that the potential completion of the acquisition of Sunseap (Asian Platform) will imply the creation of an Asian-Pacific Platform, and that the need of implementing a stand- ardization of technical process and criteria made also necessary to incorporate a technical profile to the Management Team, following the proposal of the Appointments, Remunerations and Corporate Governance Committee, the Board of Directors agreed to stablish a new structure for the Management Team that would entail the following composition: the CEO and CFO, the representatives of EDPR’s Platforms (Europe, LATAM, APAC and North America), and a member in charge of the coor- dination of the technical functions. On November 2 nd , 2021 the Board of Directors acknowledged the resignation presented by Spyridon Martinis and Miguel Angel Prado as COOs and Members of the Management Team, and following the proposal of the Appointments, Remuner- ations and Corporate Governance Committee, approved to appoint two members for the new Management Team positions considered under the new structure: Pedro Vasconcelos as COO of APAC platform and Bautista Rodriguez as Chief Technical Officer (“CTO”) & Offshore Business. Finally, on December 23 rd , 2021, following the proposal of the Appointments, Remunerations and Corporate Governance Committee, the Board of Directors approved to appoint Sandhya Ganapathy as the COO of North America, and therefore, as new member of the Management Team. As a result of the new structure applicable to the Management Team and the new appointments approved, as of December 31 st , 2021, the composition of the Management Team of EDPR is the following: • Miguel Stilwell d’Andrade (CEO) • Rui Teixeira (CFO) • Duarte Bello (COO Europe&LATAM) • Pedro Vasconcelos (COO APAC) • Sandhya Ganapathy (COO NA) • Bautista Rodríguez (CTO& Business Offshore) B) Functioning 22. Board of Directors regulations EDPR’s Board of Directors Regulations are available at Company’s website (www.edpr.com), and at Company’s headquar- ters at Plaza de la Gesta, 2, Oviedo, Spain. 23. Number of meetings held by the Board of Directors and attendace report According to the Law and its Articles of Association, EDPR’s Board of Directors meetings take place at least once every quarter. During the year ended on December 31 st , 2021, the Board of Directors held nine (9) meetings. The notices and supporting documents of the topics to be discussed in each meeting are sent to the Board members in advance to their proper discussion during the meeting. Additionally, the minutes of all meetings are drawn and also circulated.
134 The table below expresses the attendance percentage of the participation of the Directors to the meetings held during 2021: BOARD MEMBER POSITION ATTENDANCE* António Gomes Mota Chairperson (non-Executive and Independent) 100% Miguel Stilwell d’Andrade CEO and Executive Vice-Chairperson 100% Rui Teixeira CFO and Executive Director 100% Vera Pinto Non-Executive Director 100% Ana Paula Marques Non-Executive Director 100% Miguel Setas Non-Executive Director 100% Manuel Menéndez Non-Executive Director 88,88% Acácio Piloto Non-Executive Director and independent Director 100% Allan J. Katz Non-Executive Director and independent Director 100%** Joan Avalyn Dempsey Non-Executive Director and independent Director 100%** Rosa García García Non-Executive Director and independent Director 100% José Félix Morgado Non-Executive Director and independent Director 100% Duarte Bello Executive Director 100% Spyridon Martinis Executive Director 100% Miguel Ángel Prado Executive Director 100% António Nogueira Leite Non-Executive Director and independent Director 100% Francisco Seixas da Costa Non-Executive Director and independent Director 100% Conceição Lucas Non-Executive Director and independent Director 100% Alejandro Fernandez de Araoz Non-Executive Director 100% * The percentage reflects the meetings attended by the Members of the Board during 2021, provided that: i) Duarte Bello and Spyridon Martinis presented the resignation to their positions as Board Members with effects January 19 th , 2021; Miguel Angel Prado pre- sented the resignation to his position as Board Member with effects January 22 nd , 2021; and António Nogueira Leite, Conceição Lucas, Francisco Seixas da Costa and Alejandro Fernández de Araoz presented the resignation to their positions as members of the Board of Directors with effects April 12th,2021, thus the percentage shown in the table for them reflects the attendance calculated over the meetings celebrated until such date. ii) Miguel Stilwell d’Andrade, Ana Paula Marques and Joan Avalyn Dempsey were appointed by co-option on January 19 th , 2021, and António Gomes Mota, Miguel Nuno Simões Nunes Ferreira Setas, Rosa García García, and José Manuel Félix Morgado were appointed by the Shareholders’ meeting held on April 12 th , 2021, thus the percentage shown in the table for them reflects the attendance calculated over the meetings celebrated since such dates. **Allan J. Katz and Joan Avalyn Dempsey we not able to attend to the Board of Directors meeting held on March 3 rd ,2021 but in line with the Company bylaws and the applicable law, they delegated their representation and votes into other two non-executive members of the Board. 24. Competent body for the performance appraisal of Executive Directors The key performance indicators for the appraisal of the Executive Directors are set in advance and approved by the General Shareholder’s Meeting. Once the corresponding fiscal year is completed, the Appointments, Remunerations and Corporate Governance Committee performs the first assessment about the compliance with such key performance indicators, and submits its recommendation to the Board of Directors, which evaluates the proposal of this committee and makes the final decision. Should be noted that according to the personal law of EDPR, the definitive assessment of this performance is a non-delegable competence of the Board of Directors. 25. Performance evaluation criteria The criteria for assessing the Executive Directors’ performance are described on topics 70, 71 and 72 of this Chapter 5 of the Annual Report.
135 26. Availability of the Members of the Board of Directors The members of Board of Directors of EDPR are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with other positions. Additionally, Executive Directors of EDPR, do not perform any other executive duties outside the Group. The positions held at the same time in other companies within and outside the Group, and other relevant activities undertaken by members of the Board of Directors throughout the financial year are listed in the Annex I of this Chapter 5 of the Annual Report. C) Committees within the Board of Directors or Supervisory Board and Board Delegates 27. Board of Directors’ Committees As previously exposed, in line with Spanish Law and as specifically foreseen in Article 10 of the Company’s Articles of Asso- ciation, the Board of Directors is entitled to create delegated bodies. The Board of Directors of EDPR has set up two commit- tees: • Audit, Control and Related-Party Transactions Committee • Appointments, Remunerations and Corporate Governance Committee Both Committees are composed exclusively by non-executive and independent members. 28. Details of the Board Delegates On January 19 th , 2021, the Board of Directors agreed to disolve the Executive Committee of the Company, and to appoint Miguel Stillwel d’Andrade and Rui Teixeira as Joint Directors, delegating in them all the competences that can be delegated as per established under the Company Bylaws and the applicable law. The reserved matters of the Board of Directors are identified in topic 9 of this Chapter 5 of the Annual Report and article 9 of the Board of Directors Regulations. 29. Committees competencies Audit, Control and Related Party Transactions Committee Composition Pursuant to Article 28 of the Company’s Articles of Association and Article 9 of its Regulations, the Audit, Control and Related Party Transactions Committee consists of no less than three (3) and no more than five (5) members. According to Article 28.5 of the Articles of Association the term of office of the Chairperson of the Audit, Control and Related Party Transactions Committee is a maximum of six (6) years. Following the proposal submitted by the Appointments, Remu- neration and Corporate Governance Committee, its Chairperson, Acacio Piloto, was first elected for this position on June 27 th , 2018, and re-elected on April 12 th , 2021.
136 The Audit, Control and Related Party Transactions Committee consists of three (3) non-executive and independent members, who since April 12 th , 2021 8 and as of December 31 st 2021, are the following: • Acacio Piloto, who is the Chairperson • Rosa García García • José Manuel Félix Morgado Additionally, María González Rodríguez is the Secretary of the Audit, Control and Related Party Transactions Committee since November 2 nd , 2021. The committee members shall maintain their positions for as long as they are Company Directors. Nevertheless, the Board may decide to discharge members of the committee at any time, and also the members may resign of these positions but still maintaining their seat as Members of the Board of Directors. Competences Notwithstanding the other duties that the Board may assign to this committee, it shall perform supervisory functions of Audit and Control independently from the Board of Directors, as well as, by delegation of the Board of Directors, the supervisory functions of the transactions between Related Parties, as follows: A) Audit and Control functions 9 : • Reporting through the Chairperson on questions falling under its jurisdiction to the General Shareholders’ Meetings; • Proposing the appointment of the Company’s auditors to the Board of Directors for subsequent approval by the General Shareholders’ Meeting, as well as the contractual conditions, scope of the work – specially concerning audit services, “audit related” and “non-audit” – annual activity evaluation and revocation or renovation of the auditor appointments; • Supervising the finance reporting and the functioning of the internal risk management and control systems, as well as evaluating those systems and proposing the adequate adjustments according to the Company necessities; • Supervising internal audits; • Establishing a permanent contact with the external auditors to assure the conditions, including independence, that may be adequate for provision of services performed by them acting as the Company speaker for the subjects related to the auditing process, and receiving and maintaining information on any other questions regarding accounting subjects; • Preparing an annual report on its activities, including eventual constraints, and expressing an opinion on the Man- agement Report, the accounts and the proposals presented by the Board of Directors; • Receiving notices of financial and accounting irregularities presented by the Company’s employees, shareholders, or entities that have a direct interest and judicially protected, related with the Company’s social activity; • Engaging the services of experts to collaborate with committee members in the performance of their functions (when engaging the services of such experts and determining their remuneration, it must be taken into account the im- portance of the matters entrusted to them and the economic situation of the Company); • Drafting reports at the request of the Board and its committees; • Approving and supervising, in coordination with the Management Team, the Annual Activity Plan of the Corporate Compliance Department; 8 During the period of 2021 elapsed until April 12 th , the members of this Committee were Acacio Piloto (Chairperson), Antonio Nogueira Leite (vocal) and Fran- cisco Seixas (vocal). Likewise, Emilio García-Conde Noriega was its Secretary until November 2 nd , 2021. 9 In addition to the competences listed in this section, the Audit, Control and Related Party Transactions Committee approved at its meeting held on December 21 st 2021 the amendment of its regulations in order to specifically include: i) the competence to supervise the suitability of the preparation process and the disclosure of financial information including suitable accounting policies, estimates, judgments, relevant disclosure and its consistent application between finan- cial years, in a duly documented and communicated form (which was already being performed in practise by this body but not formally reflected at its regula- tions), and ii) to concrete the supervisory functions of the Committee over internal audit activities in order to comply with the best Governance market practices, in particular referring to approving and supervising in coordination with the CEO, the Annual Internal Audit Plan; approving and reviewing the Internal Audit Rule; and supervising in coordination with the CEO and Management Team the implementation of the recommendations issued by Internal Audit. This amend- ment will be submitted for Board’s approval on the first meeting to be held in 2022.
137 • Appreciating and monitoring the recommendations on measures to be taken in situations of significant non-compli- ance; • Supervising compliance with regulations and alignment of business processes with the requirements of the Compli- ance Management System in order to achieve a sustainable compliance culture throughout the Company. B) Related Party Transactions functions: In 2021 the Spanish Companies Act was amended by the law 5/2021, which among others, sets a new regulation and requirements for Related Party Transactions with regards to the definition of Related Party Transactions, and the ap- proval and disclosure procedures of these type of operations. Consequently, the Audit, Control and Related Party Trans- actions Committee, at its meeting held on June 28 th , 2021, agreed to propose to the Board of Directors an amendment to its Regulations to align its competences with the new applicable law. The Board approved this proposal on July 27 th , 2021, stating the following Related Party Transactions competences at the new version of the Regulations of this Com- mittee: • By delegation of the Board of Directors: analyzing and, where appropriate, approving the (i) (a) intragroup transac- tions or (b) transactions performed between EDPR Group and EDP Group when their amount is below 10% of the total assets at the last annual balance sheet approved by the company, as long as they are in the ordinary man- agement of the company and under market conditions; (ii) transactions executed under contracts with standardized terms that are wholesale applied to a high number of clients under prices or tariffs generally established by the supplier of the goods or services, and which amount does not exceed the 0,5% of the net annual company turnover, and periodically informing the Board of Directors about the transactions approved by this Committee in the exercise of the above referred delegation, stating the fairness and transparency of such transactions, and as the case may be, the compliance with the applicable legal criteria; • Analyzing and informing about any modification of the Framework Agreement signed by EDP and EDP Renováveis on 7 May 2008; • Submitting reports to the Board of Directors of the Company regarding the Related Party Transactions - that shall be approved by the Board of Directors of EDPR SA or by its Shareholder’s Meeting in accordance with the law - and that shall include: (i) the information regarding the nature of the operation and the relation with the Related Party, (ii) the identity of the Related Party, the date and value or amount of the compensation of the transaction, and any other information necessary to appraise if the operation is fair and reasonable for the company and for the non- Related Party shareholders; • Asking EDP for access to the information needed to perform its duties. Functioning In addition to the Articles of Association and the law, this committee is governed by its regulations (that were last amended on July 27 th 2021 10 ), which are available at the Company’s website (www.edpr.com). The committee shall meet at least once a quarter and additionally whenever its Chairperson deems fit. The notices and supporting documents of the topics to be discussed in each meeting of this committee are sent to its members in advance to 10 In 2021 the Board of Directors approved two amendments to the regulations of the Audit, Control and Related Party Transactions Committee (one in May 12 th , in order to formalize the delegation of the compliance supervisory functions, and a second one in July 27 th to align the Related Party concepts, compe- tences and procedures with the new applicable law in Spain). Likewise, at its meeting held on 21 st , December 2021, the Committee agreed a new amendment in order to formally include the competence to supervise the suitability of the preparation process and the disclosure of financial information, and to concrete its supervisory functions over internal audit activities, but this latest amendment is still pending from Board approval.
138 their proper discussion during the meeting. Additionally, this committee shall draft minutes of every meeting held and inform the Board of Directors of its decisions at the first Board held after each committee meeting. Decisions shall be adopted by majority and the Chairperson shall have the casting vote in the event of a tie. 2021 Activity In 2021 the Audit, Control and Related Party Transactions committee’s activities included the following: A)Audit and Control Activities: • Monitor the closure of quarterly accounts, first half-year and year-end accounts; • Information about the proposals of application of results for the fiscal year ended on December 31 st 2020 and the distribution of dividends; • Information about the independence of the External Auditor; • Assessment of the external auditor’s work, especially concerning the scope of work in 2021, approval of all “audit related” and “non- audit” services and analysis of external auditor’s remuneration; • Assessment on the policies and remunerations systems of the Company; • Supervision of the quality and integrity in the preparation and disclosure of the financial information in accordance with the applicable accounting policies, estimates and judgments; • Drafting of an opinion about the individual and consolidated reports (including the Corporate Governance report) and accounts, in a quarterly, half year and yearly basis; • Monitorization of Internal Audit Activity, including the supervision of the execution of the Audit Plan, its Budget and headcount. and pre-approval of the draft prepared for the 2022 Internal Audit Action Plan; • Monitorization of the recommendations issued by Internal Audit and reviewing the Internal Audit Standard; • Follow-up and supervision of the quality, integrity and efficiency of the treasury management (finance and debt), the Internal Control System, Compliance and Risk Management; • Monitorization and evaluation of the risk management performed during 2021, issuing a report including the assess- ment about it; • Information about Whistle-Blowing; • Information about the contingencies affecting to the Group; • Issuance of the report of its activities performed during 2020 and self-assessment about its performance, as well as of specific annual reports regarding the appraisal of the Internal Audit functions and Internal Control activities. • Analysis of best practices and regulations applicable to Corporate Compliance structures, which among others require that the Compliance Officer has enough independency to perform the supervisory role, and analysis regarding the most adequate reporting structure for EDPR Corporate Compliance, proposing to the Board of Directors to update article 8.1.A) of its Regulations in order to expressly attribute to it the necessary competences over Corporate Com- pliance; • Analysis of the new regulation applicable in Spain regarding Related Party Transactions, and revision of its Regula- tions in order to align its definitions and competences under Article 8.1.B) with the new applicable law; • Analysis of the impacts of the climate event occurred in February 2021 in Oklahoma and Texas (supply shortcuts and increase in the demand and prices), approving the necessary adjustments in the budget, and the conclusions and recommendations to be taken into account at these markets; • Following the best Corporate Governance practice, the Committee holds a specific and complementary meeting with the External Auditors twice a year to discuss any remark in the process of the elaboration of the Company 1H and YE accounts; • Celebration of an specific meeting with Ocean Winds to analyze its structure, projects and main challenges and ob- jectives; in particular with regards to: i) its governance, internal organization and Human Resources Policy; ii) Business
139 Plan; iii) Accounting, Consolidation and Tax; iv) Audit, Internal Control, Compliance and Risk Management (including the functional report EDPR/ENGIE). • Considering the conclusions obtained by the Appointments, Remunerations and Corporate Governance Committee regarding the feedback and possible improvements issued by the CEAM for 2020 Corporate Governance Report, in order to fully comply with the suggestions made for recommendation VII.1.1 of the IPCG Code, the Committee ap- proved the amendment of its regulations in order to specifically include under article 8.1.A) the competence to super- vise the suitability of the preparation process and the disclosure of financial information by the Board of Directors, including suitable accounting policies, estimates, judgments, relevant disclosure and its consistent application be- tween financial years, in a duly documented and communicated form (which was already being performed in practice by this body but not formally reflected at its regulations); • In order to comply with the best Governance market practices, the Committee approved to concrete its supervisory functions over Internal Audit activities by amending article 8.1.) of its regulations, in particular referring to approving and supervising in coordination with the CEO, the Annual Internal Audit Plan; approving and reviewing the Internal Audit Rule; and supervising in coordination with the CEO and Management Team the implementation of the recom- mendations issued by Internal Audit. B)Related Party Transactions Activities: In 2021, the Audit, Control and Related Party Transactions Committee revised, approved and submitted to the Board of Directors the transactions between related parties submitted to its consideration in accordance with its competences and the applicable law. Section E – I, topic 90 of Chapter 5 this Annual Report includes a description of the fundamental aspects of the agreements and contracts between related parties. The Audit, Control and Related Party Transactions Committee found no constraints during its control and supervision activ- ities. The information regarding the meetings celebrated by this Committee and the attendance of its related members during the year 2021 is described at topic 35. Appointments, Remunerations and Corporate Governance Committee Composition Pursuant to Article 29 of the Company’s Articles of Association and Article 9 the Appointments, Remunerations and Corpo- rate Governance Committee Regulations, this committee shall consist of no less than three (3) and no more than six (6) members. At least one of its members must be independent and shall be its Chairperson. In accordance with its personal law (Spanish law), with recommendation V.3.3. of the Corporate Governance Code of IPCG, and to the extent possible with recommendation V.2.1. of the Corporate Governance Code of IPCG (as considering that in Spain this committee shall be created by the Board and being entirely comprised by members of its Board of Directors), the Appointments, Remunerations and Corporate Governance Committee of EDPR is entirely integrated by Non-Executive and Independent Directors. The Appointments, Remunerations and Corporate Governance Committee consists of three (3) non-executive an independ- ent, who since April 12 th , 2021 11 and as of December 31 st 2021, are the following : • António Gomes Mota, who is the Chairperson • Rosa García García • José Félix Morgado 11 During the period of 2021 elapsed until April 12 th , the members of this Committee were Antonio Nogueira Leite (Chairperson), Francisco Seixas (vocal) and Conceição Lucas (vocal). Likewise, Emilio García-Conde Noriega was its Secretary until November 2 nd , 2021.
140 Additionally, María González Rodríguez is the Secretary of the Appointments, Remunerations and Corporate Governance Committee since November 2 nd , 2021. None of the committee members are spouses or up to third degree relatives in direct line of the other members of the Board of Directors. The committee members shall maintain their positions for as long as they are Company Directors. Nonetheless, the Board may decide to discharge members of the committee at any time and the members may resign said positions while remaining Company Directors. Competences The Appointments, Remunerations and Corporate Governance Committee is a permanent body belonging to the Board of Directors with an informative and consultative nature and its recommendations and reports are not binding. The Appointments, Remunerations and Corporate Governance Committee has no executive functions. The main functions of this committee are to assist and report to the Board of Directors about appointments (including by co-option), re- elections, removals and remuneration of Directors and members of the Management Team. It also assumes the functions related to the reflection on the Corporate Governance structure and on its efficiency, and informs the Board of Directors on general remuneration and incentive policy and incentives for Board members and executive staff. These functions include the follow- ing: • Defining the standards and principles governing the composition of the Board of Directors and the selection and ap- pointment of its members; • Proposing the appointment and re-election of Directors (including nominations by co-option) for the submission to the General Shareholders’ Meeting by the Board of Directors; • Proposing to the Board of Directors the candidates for the different committees; • Proposing to the Board, within the limits established in the Articles of Association, the remuneration system, distribution method, and amounts payable to the Directors; • Making proposals to the Board of Directors on the conditions of the contracts signed with Directors; • Informing and making proposals to the Board of Directors regarding the appointment and/or removal of executives and the conditions of their contracts and generally defining the hiring and remuneration policies of executive staff; • Reviewing and reporting on incentive plans, pension plans, and compensation packages; • Overseeing and assessing the suitability of the corporate governance model implemented by the Company and their compliance with internationally accepted models of corporate governance, forwarding any appropriate recommenda- tions in this area to the Board of Directors; • Supervising compliance with, and the correct application of, the corporate governance principles and standards in force, promoting and requesting the exchange of information necessary for this purpose; • Any other functions assigned in the Articles of Association or by the Board of Directors. In accordance with the personal law of EDPR, all the Board Members shall attend to the General Shareholder’s Meeting, and as exposed in topic 15 of this Chapter 5 of the Annual Report, all the Delegated Committees are composed Directors. As such, the Chairperson of the Appointments, Remunerations and Corporate Governance Committee shall attend the Share- holder’s Meetings, and in case its agenda includes any topic related to remuneration of the company’s governing bodies, this Director will be most adequate to answer. During 2021 two Shareholders’ Meetings were held (on February 22 nd , 2021 and on April 12 th , 2021) and the Chairperson of the Committee in that moment, Antonio Nogueira Leite, attended.
141 Functioning In addition to the Articles of Association, the Appointments, Remunerations and Corporate Governance Committee is gov- erned by its Regulations (that were last amended on February 23 rd , 2021) 12 , which are available at the Company’s website (www.edpr.com). The notices and supporting documents of the topics to be discussed in each meeting of this committee are sent to its mem- bers in advance to their proper discussion during the meeting. Additionally, this committee shall draft minutes of every meet- ing held and inform the Board of Directors of its decisions at the first Board held after each committee meeting. Decisions shall be adopted by majority and the Chairperson shall have the deciding vote in the event of a tie. 2021 Activity In 2021 the Appointments, Remunerations and Corporate Governance Committee held five (5) meetings, and the main ac- tivities performed were: • Acknowledgement of the resignations to the position as Board Member presented by Francisca Guedes de Oliveira (with effects December 30 th , 2020), Duarte Belo and Spyridon Martins (with effects January 19 th , 2021) and Miguel Angel Prado (with effects February 22 nd , 2021); • Analysis of the most adequate candidates to cover the above referred vacancies, proposing to the Board of Directors the co-option of Miguel Stilwell d’Andrade (as Executive Director), of Ana Paula Marques (as Dominical Director) and of Joan Avalyn Dempsey (as Independent Director); • Analysis of the measures to be adopted in order to fully comply with the applicable regulation on gender diversity at the Board of Directors level, assuming the commitment of ensuring its complete compliance by adopting a balanced compo- sition by the Ordinary shareholders’ Meeting to be held in 2021; • Considering the public communication of António Mexia and João Manso Neto about their no availability to be re-elected for their positions in EDP and following the appointment by EDP’s shareholders of a new Executive Board of Directors team at EDP, taking in consideration that both informed that they were putting their positions at the disposal of the Board, the Committee analyzed the implications of the situation, and agreed to propose to the Board of Directors the dismissal of António Mexia as Chairperson of EDPR’s Board, and of João Manso Neto as Vice-Chairperson of EDPR´s Board and CEO of EDPR, revoking the powers delegated in their favor; • Proposing to the Board of Directors, for its submission to the Extraordinary Shareholders’ Meeting to be held on February 22 nd , 2021: i)the ratification of the co-option of Miguel Stilwell d’Andrade (as Executive Director), of Ana Paula Marques (as Dominical Director) and of Joan Avalyn Dempsey (as Independent Director); ii) the deliberation on the termination of António Mexia and João Manso Neto as members of the Board of Directors; iii) the adjustment of the number of Board Members in twelve (12); and iv) the amendment to the By-Laws to eliminate the role of the Chairperson of the Share- holders’ Meeting, and allow the Shareholders Meeting to be chaired by the Board of Directors Chairperson; • Proposing to the Board of Directors the candidates for the roles of Chairperson, Vice-chairperson, CEO and CFO, as well as the corresponding delegation of competences, to be considered in case of approval of the proposals submitted to the Extraordinary Shareholders’ Meeting of February 22 nd , 2021; • Analysis of the contractual conditions to be considered under the contracts to be executed between EDPR and Miguel Stilwell d’Andrade and Rui Teixeira in compliance with article 249 of the Spanish Companies Act in the case of approval of the delegation of powers in their favor. • Analysis of the amendments to be considered for the Management Services Agreement between EDP and EDPR in case the proposals of appointments and dismissals submitted for the Extraordinary Shareholders’ Meeting of February 22 nd , 2021 were approved; • The development of a screening about the different Governance structures adopted in listed companies, and of an anal- ysis about a possible restructuration of the one adopted in EDPR in order to better maximize the participation of the 12 On its meeting held on December 14 th , 2016, the Board of Directors approved to delegate the functions related to the reflection on the Corporate Governance structure and on its efficiency in this Committee and, since then, in the performance of these functions, revised the Corporate Governance Report prepared for each exercise and annually prepared and issued a report under which the Corporate Governance system adopted by EDP Renováveis, S.A. was analysed. In order to formalize the assignment of these functions, and considering that under recommendation III.7 of the IPCG Code companies should have specialised committees on matters related to Corporate Governance, the Board of Directors of EDPR approved on February 23 rd , 2021 to adjust the name of the committee to refer the assumption of these functions (thereinafter Appointments, Remunerations and Corporate Governance Committee), and to amend its Regulations to specifically include the functions regarding Corporate Governance matters within its competences.
142 Board in the management of the Company, proposing to this extent to eliminate the Executive Committee body, and to set up a Management Team; • Proposing the candidates to integrate the Management Team, as well as their contract and remuneration conditions; • Proposing the applicable adjustments to the Remuneration Policy of EDPR to be considered as per the elimination of the Executive Committee and the creation of a Management Team; • Proposing the appointment of Francisco Seixas (Independent Director) as new member of the Audit, Control and Related Party Transactions Committee in order to cover the vacancy left by Francisca Guedes de Oliveira; • Issuing its opinion regarding the performance evaluation of the Board of Directors and Delegated Committees for year 2020; • Drafting of the Declaration of the Board of Directors Remuneration Policy for 2020-2022 to be proposed to the Board of Directors for its submission to the General Shareholders’ Meeting; • Drafting the report of its activities performed during the year 2020; • Analysis and issuance of a reflection on the Corporate Governance system adopted by EDPR during 2020; • Acknowledgement of the resignations to the position as Board Member presented by Antonio Nogueira Leite, Conceição Lucas, Francisco Seixas da Costa and Alejandro Fernández de Araoz (with effects April 12 th , 2021); • Analysis of candidates to cover the vacancies left by the above referred resignations, proposing to the Board of Directors, for its submission to the Ordinary Shareholders’ Meeting of April 12 th , 2021, the appointment of António Gomes Mota (as Independent Director), Miguel Setas (as Dominical Director), Rosa García (as Independent Director) and José Manuel Felix Morgado (as Independent Director); • Proposing to the Board of Directors, for its submission to the Ordinary Shareholders’ Meeting of April 12 th , 2021, the re- election as Directors of Miguel Stilwell d’Andrade (as Executive Director), Rui Teixeira (as Executive Director), Vera Pinto (as Dominical Director), Ana Paula Marques (as Dominical Director), Manuel Menéndez (as External Director), Acacio Piloto (as Independent Director), Allan Katz (as Independent Director) and Joan Avalyn Dempsey (as Independent Direc- tor); • Analysis of candidates for the positions of Chairperson and Vice-Chairperson of the Board of Directors - considering the best corporate governance practices under which the Chairperson is an Independent Director -, proposing to this extent to the Board of Directors the appointment of António Gomes Mota as Chairperson and Miguel Stilwell de Andrade as Vice-Chairperson; • Proposing to the Board of Directors the re-election of Miguel Stilwell de Andrade as CEO of the Company and of Rui Teixeira as CFO, as well as to approve the related delegation of powers in their favour; • Analysis of candidates to integrate the Audit, Control and Related Party Transactions Committee, proposing to the Board of Directors the appointment of Acacio Piloto as its Chairperson, and of Rosa García and José Manuel Félix Morgado as vocals; • Analysis of candidates to integrate the Appointments, Remunerations and Corporate Governance Committee, propos- ing to the Board of Directors the appointment of António Mota as its Chairperson, and of Rosa García and José Félix Morgado as vocals; • Review and approval of the Remunerations Report related to 2020; • In order to formalize the assignment of the competences related to Corporate Governance - delegated and performed in practice by this Committee since 2016 - and considering that under recommendation III.7 of the IPCG Code companies should have a specialised committee on matters related to Corporate Governance, this Committee proposed to the Board of Directors to adjust its name to refer the assumption of these functions (thereinafter Appointments, Remunerations and Corporate Governance Committee), and to amend its Regulations to specifically include the functions regarding Corpo- rate Governance matters within its competences; • Analysis of the amendments to be considered for the Management Services Agreement between EDP and EDPR in case the proposals of appointments and re-elections submitted to the Ordinary Shareholders’ Meeting of April 12 th , 2021 were approved; • Review of the reserved matters of the Board of Directors considering: i) those that were regulated at the Executive Com- mittee’s Regulations, ii) those applicable as of the amendment of the Spanish Companies Act (which implies that the section for listed companies is now applicable to EDPR) and iii) the alignment with the economic thresholds adopted in
143 EDP; proposing to the Board of Directors the amendment of its Regulations in order to include new list of non-delegable matters of the Board of Directors; • Analysis of the scope, competences, functioning and composition of the Ethics Committees within EDP Group, proposing to the Board of Directors, in line with the initiatives performed at EDP level, the approval of a revised version of its Regu- lations and a new composition of these Committee that would be integrated by: the Chairperson of the Appointments, Remunerations and Corporate Governance Committee (who will be the Chairperson of the Ethics Committee); the Chair- person of the Audit, Control and Related Party Transactions Committee, the Ombudsperson, the Compliance Officer, the Corporate Director of Human Resources, the General Counsel & Regulatory Compliance of EDPR NA and the Secretary of the Board of Directors (who will also act as Secretary of the meetings); • Review of a benchmark and frame reference in the market for the remunerations of Non-Executive Directors, comple- ments for membership or chairmanship of Committees, and of Independent Chairperson, proposing to the Board of Di- rectors the approval of a new Remuneration Policy for Non-Executive Directors; • Proposing to the Board of Directors the approval of a Long Incentive Plan for the COOs; • Analysis of the appropriate composition of the Management Team in order to ensure the required support to the needs to be covered both in business and technical terms, proposing to the Board of Directors to stablish a new structure that would entail the following composition: the CEO and CFO, the representatives of EDPR’s Platforms (Europe, LATAM, APAC and North America), and a member in charge of the coordination of the technical functions. • Analysis of the candidates to assume the position of COO of APAC and Member of the Management Team, proposing to this extent to the Board of Directors the appointment of Pedro Vasconcelos; • Analysis of the candidates to assume the position of Chief Technical Officer & Business Offshore and Member of the Management Team, proposing to this extent to the Board of Directors the appointment of Bautista Rodríguez; • Acknowledgement of the resignments to the positions in the Management Team presented by Spyridon Martinis (with effects November 30 th , 2021) and Miguel Angel Prado (with effects November 19 th , 2021); • Proposing the applicable adjustments to the Remuneration Policy of EDPR to be considered as per the new composition of the Management Team and its alignment with market conditions; • Deliberation about the convenience of including the analysis and definition of a Succession Plan for certain key positions in the Company as well as an analysis of the background and experience of Board members, resolving to adopt the commitment of working on these initiatives during 2022; • Discussing on the convenience of providing a training plan for Non-Executive Directors, including legal developments in Spain and Portugal that may have any impact in the Company: • Analysis of the feedback issued by the CEAM regarding the 2020 Corporate Governance Report, issuing an action plan in order to reach the room of improvement where applicable; • Acknowledgement of the retirement of Emilio Garcia-Conde from his position as Secretary of the Board of Directors, analysing the candidates to cover this vacancy, and proposing to the Board of Directors to appoint María González Rodríguez (Vice-Secretary of the Board of Directors since 2019) as Secretary non-member of the Board of Directors of EDPR, and to appoint Borja Pérez Dapena as new Vice secretary non-member of the Board of Directors of EDPR. • Analysis of the candidates to assume the position of the CEO of EDPR NA/COO of EDPR for North America and Mem- ber of the Management Team, proposing to this extent to the Board of Directors the appointment of Sandhya Ganapa- thy; • Proposing the applicable adjustments to the Remuneration Policy of EDPR to be considered in order to include the con- ditions applicable to the CEO of EDPR NA/COO of EDPR SA for North America.
144 III. Supervision A) Supervision 30. Supervisory Board - model adopted EDPR’s governance model, as long as it is compatible with its personal law (Spanish law), corresponds to the so -called “Anglo- Saxon” model set forth in the Portuguese Commercial Companies Code, in which the management body is a Board of Directors, and the supervision and control duties are of the responsibility of an Audit, Control and Related Party Transac- tions Committee. 31. Composition of the Audit, Control and Related Party Transactions Committee The Audit, Control and Related Party Transactions Committee is comprised only by non-executive and independent mem- bers. The composition of this Committee during the period of 2021 elapsed until April 12 th , 2021, was as follows: MEMBER POSITION DATE OF FIRST APPOINTMENT Acacio Piloto Chairperson 27/06/2018 Antonio Nogueira Leite Vocal 6/11/2018 Francisco Seixas* Vocal 19/01/2021 *Francisca Guedes de Oliveira presented her resignation as Member of the Board with effects 30 th December 2020, and therefore also as member of the Audit, Control, and Related Party Transactions Committee. In order to fill this vacancy at the committee level, the Board of Directors resolved at its meeting held on January 19 th , 2021 to appoint Francisco Seixas as new member of the Audit, Control and Related Party Transactions Committee. The composition of this Committee during the period of 2021 elapsed since April 12 th , 2021, and as of December 31 st , 2021 was as follows: MEMBER POSITION DATE OF FIRST APPOINTMENT Acacio Piloto Chairperson 27/06/2018* Rosa García García Vocal 12/04/2021 José Félix Morgado Vocal 12/04/2021 *Re-elected in April 12 th , 2021. Additionally, María González Rodríguez is the Secretary of the Audit, Control and Related Party Transactions Committee since November 2 nd , 2021. 32. Independence of the Members of the Audit, Control and Related Party Transactions Committee Information concerning the independence of the members of the Audit, Control and Transactions Party Committee is avail- able on the chart of topic 18 of this Chapter 5 of the Annual Report. As mentioned on the first paragraph of topic 18, the independence of the members of the Board and of its committees is evaluated according to the Company’s personal law, the Spanish law. 33. Professional qualifications and biographies of the Members of the Audit, Control and Related Party Transactions Committee Professional qualifications of each member of the Audit, Control and Related Party Transactions Committee and other im- portant curricular information, are available in the Annex I of this Chapter 5 of the Annual Report.
145 B) Functioning 34. Audit, Control and Related Party Transactions Committee Regulations The Audit, Control and Related Party Transactions Committee regulations are available at the Company’s website (www.edpr.com) and at the Company’s Headquarters at Plaza del Fresno, 2, Oviedo, Spain. 35. Number of meetings held by the Audit, Control and Related Party Transactions Committee The Audit, Control and Related Party Transactions Committee regularly meets representatives of the internal specialized departments involved in the areas under committee’s competences in order to discuss the information periodically reported about, among others, work plans and resources of the internal auditing service, Compliance and SCIRF, Company accounts, detection of potential irregularities (whistleblowing), global risk management and audit and non-audit services provided by the External Auditor (including the appraisal about its independence). This relationship provides a wider information to the committee that would be taken into account for the development of its functions and in particular, for the assessments issued under the elaboration of the appraisal report over the functions of Internal Audit, the Internal Control Report and the Risk Management Report, that this committee issues for every fiscal year. During 2021, the Audit, Control and Related Party Transactions Committee held a total of eleven (11) meetings, and as referred in paragraph above, in order to better perform its supervisory functions over the activities reported by the areas within its competences, the committee invited the responsible teams of the related areas to several of these meetings as follows: Internal Audit participated in nine (9), CIC (Compliance and Internal Control) in five (5), Global Risk in four (4), Plan- ning and Control in four (4); Finance in four (4) and Administration, Consolidation and Tax in six (6). Likewise, the committee invited the External Auditors to five (5) of these meetings. The following table reflect the attendance of the members of the Audit, Control and Related Party Transactions Committee to its meetings held during 2021: MEMBER POSITION ATTENDANCE* Acacio Piloto Chairperson 100% Rosa García García Vocal 100% José Manuel Félix Morgado Vocal 100% Antonio Nogueira Leite Vocal 100% Francisco Seixas Vocal 100% (*) The percentage reflects the meetings attended by the Members of the Audit, Control and Related Party Transactions Committee in 2021, provided that: i) António Nogueira Leite and Francisco Seixas da Costa presented the resignation to their positions as members of the Board of Directors (and therefore also as members of the Audit, Control and Related Party Transactions Committee) with effects April 12th,2021, thus the percentage shown in the table for them reflects the attendance calculated over the meetings celebrated until such date. ii) Rosa García García and of José Manuel Félix Morgado were appointed as members of this Committee on April 12th, 2021, thus the percent- age shown in the table for them reflects the attendance calculated over the meetings celebrated since such dates. 36. Availability of the Members of the Audit, Control and Related Party Transactions Committee The members of the Audit, Control and Related Party Transactions Committee are fully available for the performance of their duties having no constraints for the execution of this function simultaneously with positions in other companies. The positions held simultaneously in other companies inside and outside the Group and other relevant activities undertaken by members of this committee throughout the financial year are listed in Annex I of this Chapter 5 of the Annual Report.
146 C) Powers and duties 37. Procedures for hiring additional services to the External Auditor In accordance to the Recommendation VII.2.1. of the IPCG Corporate Governance Code, in EDPR there is a policy of pre- approval by the Audit, Control and Related Party Transactions Committee of the provision of non-audit services to be pro- vided by the External Auditor and any related entity. This policy was strictly followed during 2021. The non–audit services provided by the External Auditor and entities in a holding relationship with or incorporated in the same network as the External Auditor were previously approved by the Audit, Control and Related Party Transactions Com- mittee according to Article 8.A)b) of its Regulations, considering the following aspects: (i) such services having no effect on the independence of the External Auditor and any safeguards used; and (ii) the position of the External Auditor in the provi- sion of such services - notably the External Auditor’s experience and knowledge of the Company. Furthermore, although hiring services other than auditing services to the External Auditor is admissible, it is envisaged as an exception. In 2021 such services reached only around 5.4% of the total amount of services provided to the Company. 38. Other duties of the Audit, Control Related Party Transactions Committee Apart from the competences expressly delegated on the Audit, Control and Related Party Transactions Committee according to Article 8 of its Regulations, and in order to safeguard the independence of the External Auditor, the following additional competences of this committee were exercised during the 2021 financial year and should be highlighted: • Pre-approval of any services to be hired from the External Auditor and perform its direct and exclusive supervision; • Assessment of the qualifications, independence, and performance of the External Auditors, and obtaining, yearly and directly from the External Auditors, written information on all relations existing between the Company and the Auditors or associated persons, including all services rendered and all services in progress. In order to evaluate independence, the Audit Committee, obtained the information regarding External Auditors’ independence in light of the Spanish Law no. 22/2015 of July 20th, 2015 (“Ley de Auditoría de Cuentas”); • Review of the transparency report, signed by the Auditor and disclosed at its website. This report covers the matters provided for under Law no. 22/2015 of July 20th, 2015 (“Ley de Auditoría de Cuentas”); including those regarding the quality control internal system of the audit firm and the quality control procedures carried out by the competent authori- ties; • Review with the External Auditors their scope, planning, and resources to be used in their provision of services; IV-V. STATUTORY AND EXTERNAL AUDITORS 39-41. According to the Spanish law, the External Auditor (“Auditor de Cuentas”) is appointed by the General Shareholders’ Meeting and corresponds to the statutory auditor body (“Revisor Oficial de Contas”) described on the Portuguese Law. The information about the External Auditor is available in topics 42 to 47 of this Chapter 5 of the Annual Report. 42. External Auditor identification The main criteria considered in the selection of the most suitable and competitive firm to be appointed as External Auditor are the following: • Recognized technical and professional track record as External Auditor; • Consolidated Know-How about the business developed by the whole Group;
147 • Tailored and highly prepared working team; • Competitive contractual conditions and working methodology (including but without limitation, the total estimation of hours required for the development of the services- both as a total for the complete provision of services, and per each professional category of the proposed team); • Competitive fee proposal, including the final cap and a breakdown referring the price average per hour, and the remu- neration per hour for each professional category of the proposed team. As a result of a competitive process launched in 2017, during which the above criteria were exhaustively analyzed, Pricewa- terhouseCoopers Auditores, S.L. was appointed as EDPR SA External Auditor by the Shareholder’s Meeting held on April 3 rd , 2018. PricewaterhouseCoopers Auditores, S.L., is a Spanish Company registered at the Spanish Official Register of Auditors under number S0242 with Tax Identification Number B-79031290. The renewal of PricewaterhouseCoopers Auditores, S.L. as External Auditor of EDPR SA for years 2021, 2022 and 2023 was approved by EDPR’s Shareholders Meeting on April 12 th , 2021, and the audit partner in charge of EDPR is Iñaki Goiriena. 43. Number of years of the External Auditor PricewaterhouseCoopers Auditores, S.L. is in charge of the audit of EDPR SA accounts for the years 2021, 2022 and 2023, being 2018 the first year performing these duties. 44. Rotation Policy According to the personal Law of EDPR - the Spanish Law- the maximum term for an audit firm as the External Auditor of a company is established in a 10-year term. Following the proposal of the Audit, Control and Related Party Transactions Committee presented to the Board of Directors to its submission to the General Shareholders’ Meeting, on its meeting held on April 3 rd , 2018, it was approved to appoint PricewaterhouseCoopers Auditores, S.L as EDPR’s External Auditor for the years 2018, 2019 and 2020. The renewal of PricewaterhouseCoopers Auditores, S.L. as External Auditor of EDPR SA for years 2021, 2022 and 2023 was approved by EDPR’s Shareholders Meeting on April 12 th , 2021. 45. External Auditor evaluation The Audit, Control and Related Party Transactions Committee is responsible for the monitorization and annual evaluation of the services provided by the External Auditor according to the competences granted by its Regulations. In order to perform this assessment, this committee periodically includes in the agenda of its meetings a topic regarding the review of the ser- vices provided by the External Auditor (both audit an non-audit) and the fees already incurred and those estimated until year end. Likewise, and as exposed in topic 35 of this Chapter 5 of the Annual Report, the External Auditor attends and partici- pates in some of the meetings held by this committee, mainly in order to analyze the results of their audit reports. As such, the Audit, Control and related Party Transactions Committee acts as the company speaker with the External Auditor, with whom establishes a permanent contact throughout the year to assure the proper conditions for the provision of both the statutory audit services and non-audit services, and being also the body in charge of monitoring its independence along the year. Likewise, the External Auditor shall sign an annual statement declaring its independence. During 2021, according to the Audit, Control and Related Party Transactions Committee’s competences and in line with Recommendation VII.2.2, this committee was the first and direct recipient and the corporate body in charge of the permanent contact with the External Auditor on matters that may pose a risk to their independence as well as any other matters related to the auditing of accounts. Additionally, in compliance with the auditing standards in effect, it also receives and maintains the record of information about other matters as provided in the applicable auditing and accounting legislation. The External Auditor, within the scope of its duties, verified the implementation of the remuneration policies and systems of the corporate bodies as well as the efficiency and effectiveness of the internal control mechanisms and report any shortcomings to the Audit, Control and Re- lated Party Transactions Committee of the Company.
148 46. Non-Audit Services carried out by the External Auditor On March 3 rd , 2016, it was approved the regulation on the provision of services by the Statutory Auditor or Statutory Audit Firm, which defines and promotes criteria and methodologies to safeguard the independence of the audit and non-audit services (SDA). In accordance with such regulation, the Audit, Control and Related Party Transactions Committee closely follows the re- quests of non- audit services, each of which necessarily require the preapproval of this committee before its provision as per exposed in topic 29 of this Chapter 5 of the Annual Report and Article 8.A),b) of its Regulations. The identification of such non- audit services that will eventually be provided by the External Auditors is performed under the rules issued by the European Union on this matter, in particular under Regulation 537/2014 and the Spanish Auditing Law nº 22/2015, of 20 th July, as well as when applicable, in line with the particularities of the local regulations where the service is to be provided. During 2021 the non-audit services provided by the External Auditor of EDP Renováveis S.A (PricewaterhouseCoopers Au- ditores, S.L) consisted mostly on i) limited review as of March 31, 2021, June 30 th , 2021 and September 30, 2021 of the EDPR Consolidated Financial Statements; ii) review of the internal control system on financial reporting for the EDPR Group; iii) review of the non-financial information related to sustainability included in the EDPR Group’s annual report; and iv) access to a repository of international accounting standards as well as to the PwC Accounting Manual in digital version. Other non- audit services provided by the External Auditor or its network to EDPR’s subsidiaries mainly refer to i) agreed-upon proce- dures related to the review of covenants in the context of bank financing agreements; and ii) IFRS adoption for some EDPR subsidiaries. PricewaterhouseCoopers Auditores, was engaged to provide the above-mentioned services due to its in-depth knowledge of the Group’s activities and processes. These engagements did not risk their independence as External Auditors and were pre - approved by the Audit, Control and Related Party Transactions Committee prior to rendering the services. 47. External Auditor remuneration in 2021 for EDP Renováveis S.A. and subsidiaries TYPE OF SERVICE PORTUGAL SPAIN BRAZIL US OTHER TOTAL % Audit and statutory audit of accounts 170,201 623,896 188,719 1,290,216 919,016 3,192,048 94.6% Total audit related services 170,201 623,896 188,719 1,290,216 919,016 3,192,048 94.6% Other non-audit services - 162,307 6,000 - 14,865 183,172 5.4% Total non-audit related ser- vices - 162,307 6,000 - 14,865 183,172 5.4% Total 170,201 786,203 194,719 1,290,216 933,881 3,375,220 100% The amount of Other non-audit services in Spain includes, among others, services that refer to the entire Group such as the review of the internal control system on financial reporting and review of the non-financial information related to sustaina- bility included in the EDPR Group’s annual report, which are invoiced to a Spanish companies. This amount also includes the limited review as of March 31 st , 2021, June 30 th , 2021 and September 30 th , 2021 of the EDPR Consolidated Financial State- ments and other reviews for Group consolidation purposes which are considered non-audit services according to the respec- tive local regulation. Total amount for Spain refers to services provided by PricewaterhouseCoopers Auditores S.L.
149 C. Internal organisation I. Articles of Association 48. Amendmets to the articles of association The amendments of the Articles of Association of the Company are of the responsibility of the General Shareholders’ Meeting. According to Article 17 of the Company’s Articles of Association (“Constitution of the General Shareholders’ Meeting, Adop- tion of resolutions”), to validly approve any amendment to the Articles of Association, the Ordinary or Extraordinary Share- holders’ Meeting will need: • On first call, that the Shareholders either present or represented by proxy, represent at least fifty percent (50%) of the subscribed voting capital. • On second call, that the Shareholders either present or represented by proxy, represent at least twenty-five percent (25%) of the subscribed voting capital. In the event that the shareholders attending represent more than fifty percent (50%) of the subscribed voting capital, the resolutions referred to in the present paragraph will be validly adopted when reached absolute majority. If the shareholders attending represent between twenty-five percent (25%) and fifty percent (50%) – but without reaching it – the favorable vote of two-thirds (2/3) of the present or represented capital in the General Shareholders’ Meeting will be required in order to validly approve these resolutions. In 2021 there were approved two amendments to EDPR Bylaws: • The Extraordinary Shareholders’ Meeting held on February 22 nd , 2021 approved the amendment of articles 12 (“Notice of General Meetings”) and 16 (“Chairman of the General Meetings”), in order to align its contents with the decision of as- signing the Chairmanship of the General Meeting to the Chairperson of the Board of Directors. • The Ordinary Shareholders’ Meeting held on April 12 th , 2021, approved the amendment of article 5 (“Share capital”), in order to align its contents with the resolution of approving a share capital increase for a nominal amount of €441,250,000, being the resulting share capital of the company of €4,802,790,810. II. Reporting of irregularities 49. Irregularities communication channels WHISTLEBLOWING EDPR has always carried out its activity by consistently implementing measures to ensure the good governance of its com- panies, including the prevention of incorrect practices, particularly in the areas of accounting and finance. On this basis, and in compliance with the provisions of IPCG Corporate Governance Code, EDPR provides the Group workers with a channel enabling them to report directly and confidentially to the Audit, Control and Related Party Transactions Com- mittee any practice presumed illicit or any alleged accounting and/or financial irregularity in their Company. The channel is published in the official website so that any person can have easily access to it (https://www.edpr.com/en/edpr/our-com- pany/ethics-compliance).
150 With this channel for reporting irregular accounting and financial practices, EDPR aims to: • Guarantee conditions that allow workers to freely report any concerns they may have in these areas to the Audit, Control, and Related Party Transactions Committee; • Facilitate the early detection of irregular situations, which, if practiced, might cause serious damage to the EDPR Group, its workers, customers and shareholders. • Contact with the Company’s Audit, Control and Related Party Transactions Committee to this extent is only possible by email and post, and access to information received is restricted. Any complaint addressed to the Audit, Control and Related Party Transactions Committee will be kept strictly confidential and the whistle-blower will remain anonymous, provided that this does not prevent the investigation of the complaint. He/she will be assured that the Company will not take any retaliatory or disciplinary action as a result of exercising his/her right to blow the whistle on irregularities, provide information, or assist in an investigation. The process and functioning rules of this channel are explained in the Welcome Presentation organized every year for the new hires of EDPR and also published on the intranet and website of the Company. The bylaws of this channel are available at the intranet of the Company, which includes, among other issues, the regulation of the suitable means and procedure of communication and treatment of irreg- ularities, and the terms of safeguarding the confidentiality of the information transmitted and the identity of its provider. The Secretary of the Audit, Control and Related Party Transactions Committee receives all the communications and presents a quarterly report to the members of the Committee. In 2021 there were no communications through this channel regarding any irregularity at EDPR. CODE OF ETHICS AND ETHICS CHANNEL EDPR has a strong commitment in relation to the dissemination and promotion of compliance with ethic guidelines and principles like transparency, honesty, integrity, non-discrimination, equal opportunity, and sustainability, which is encouraged to all employees. With this goal, a new Code of Ethics was approved in December 2020 which replaces the Code of Ethics of February, 2014 as well as the regulation to the Code of Ethics. The commitments of this new Code are equally applicable to EDPR business partners, representatives and suppliers who are, in any way, entitled to act on behalf of EDPR. Other suppliers are explicitly required to respect this Code, in accordance with the obligations arising from qualification pro- cedures or established contracts. The Code of Ethics is an “action guide” reflecting the way EDPR believes one should work, therefore its enforcement is inev- itably mandatory; and employees who do not comply with this Code should be subject to disciplinary actions under the terms of the applicable regulations. Suppliers are also subject to the fulfilment of the principles of the Code of Ethics. The Code is a privileged tool that frames the reflection on Ethics, but it is essentially a mean of supporting the resolution of ethical issues, since it presents standards and norms of behavior that help sustain our decisions. Both the Code and its regulations are published on its intranet and website (https://www.edpr.com/en/edpr/our-com- pany/ethics-compliance) and annually all employees, including new hires, declare that they have received, read and under- stood the EDPR Code of Ethics, and they agree to comply with its provisions. Likewise, this Code has been widely circulated to the employees of the Group through internal communications and addi- tionally, with the objective that every employee the Company receive an specific training on Ethics the Company periodically, the Company provides an online courses basis on its Code of Ethics to all the employees. In this sense, during 2021 the following Ethic courses were launched: (i) Let’s live our (new) Code of Ethics (May 2021), (ii) To speak is to build (June 2021) and (iii) Say no to Harassment (September 2021). In order to support and achieve its Ethics Code and Ethics commitments and initiatives, and with the aim of minimizing the risk of unethical practices, generating transparency and trust in relationships, EDPR has also approved and implemented the following:
151 • New Ethics Committee: in 2021, EDPR decided to revise organization and functioning of its Ethics Commission, namely to: - Ensure independence from executive management; - Decrease the number of members for more efficient operation; - Allow the analysis and decision on ethical complaints in a more restricted context; - Allow more participatory debates on structuring Ethics themes, as well as on the annual Ethics Plan and its regular follow-up. As a consequence, a new Ethics Commission was created with the following main functions: - To establish guidelines for complying with the Code of Ethics; - To propose to the Board of Directors multi-annual Ethics Programs and the relevant annual Plans prepared by the Compliance Area and the Ethics Ombudsperson; - To appraise the quarterly Reports on the implementation of the Group's annual ethics plans prepared by the Compliance area and the Ethics Ombudsperson or other elements on ethical performance; - To review the cases of infraction of the Code of Ethics instructed by the Ethics Ombudsperson with the support of the teams that manage complaints at EDPR and to issue a binding opinion thereon; - To issue recommendations, when requested by any of the management bodies of the companies that make the EDPR Group, on practices or codes of conduct in the fields of ethics or deontology, developed within the framework of specific, legal, or regulatory needs; - To continuously ensure that the Code of Ethics and the procedures deriving from it are appropriate to the needs of the EDPR Group and to promote reviews of that document, at least every two years, duly sup- ported by a review report to be sent to the Board of Directors for approval. In this sense, the new Ethics Commission is composed by: (i) the Chairperson of the Appointments, Remunerations and Corporate Governance Committee, who shall chair the Committee; (ii) the Chairperson of the Audit, Control, and Related Party Transactions Committee; (iii) the Ethics Ombudsperson; (iv) the Compliance Officer; (v) the Human Resources Director; (vi) the General Counsel & Compliance of EDPR North America LLC.; (vii) the Secretary of the Board of Directors, who shall also perform the duties of the Secretary of the Ethics Committee meetings. • Ethics Ombudsperson: is an external person from the Company that receives complaints and doubts submitted through the Ethics Channel and investigates and documents the procedure for each of them, with guaranteed con- fidentiality in relation to the identity of the claimant. The appointment for this position is made by the Board of Directors. Its main functions are therefore as follows: - To be an independent, impartial listener, respecting confidentiality, and anonymity, at the disposal of those who seek his/her to clarify any situations on allegedly ethical grounds, bearing in mind the framework and the pro- visions of the EDPR Code of Ethics; - To receive communications of an ethical nature and, where appropriate, to instruct, document and submit the respective ethical infraction processes to the Ethics Committee; - To monitor each of the infraction proceedings, until their adjournment, establishing, whenever necessary and appropriate, the liaison with the complainant; - To regularly promote, jointly with the Compliance area, initiatives with the areas of the Group that are the sub- ject of complaints, to improve procedures and practices that will enable future complaints to be avoided and especially, to promote behaviour that is more in line with the EDPR Code of Ethics; - Prepare with the Compliance Area initiatives to be included in the Compliance and Ethics Programmes and Annual Plans; - To advice the Ethics Committee regarding strengthening the consistency of the Group´s Ethic Policy; - To annually report on the activity with the scope of their assigned function; - To annually review and update the procedure for managing all contacts addressed to them. Since January 2019, the Ombudsperson of EDPR is Maria Manuela Casimiro da Silva. • Ethics Channel: is an internal and external channel made available for the submission of claims and doubts about the infringements of the Ethics Code in matters of legislation and ethics, conduct in the work environment, human rights and equal opportunities, integrity, relations with customers and suppliers, environment and sustainability.
152 This channel is available on the intranet and Website of the Company and its existence and functioning is also introduced in Welcome Presentation organized every year for the new hires of EDPR. The procedure and workflow of the claims and queries submitted through this channel is regulated under the Regulations of the Code of Ethics and the regulations of the Ethics Committee, and is as follows: 1. The claimant (internal or external) submits its communication through the Ethics Channel (by email or let- ter through the template available at the Website an intranet), which is received by the Ethics Ombud- sperson. 2. The Ethics Ombudsperson starts the investigation and drafts the related report. 3. The Ethics Ombudsperson submits the summary of the investigation to the Ethics Committee (omitting the identity of the complainant) for its deliberation about the effective infringement of the Ethics Code or not and, to analyses if additional information is needed. If the latest were the case, an investigation will be carried out with the support of internal or external means as appropriate. 4. The final decision about the query or claim is communicated to the claimant. The Ethics Ombudsperson will make further contact with the complainant to report the opinion of the Ethics Commission. In 2021, there were five (5) claims submitted through the Ethics Channel. Four of them were considered un- founded, and there is one still open. Other activities: in October 2021, with the goal of reinforcing the ethics culture, the new following activities were performed at EDPR: (i) launch of Ethics survey (October 13 th ) and (ii) celebration of the Global Ethics Day (October 20 th ). The Ethics survey was launched with an email from the CEO encouraging all employees to participate in the survey in order to learn about the evolution of the ethical environment and to get a closer feel of how employees perceive ethics at EDPR. Regarding the Global Ethics Day, the Ethics ombudsperson published a message in the intranet highlighting that “Doing Good, well” is the only way to achieve EDPR's commitments related to the environment, the creation of social value and improving the quality of life of employees and, in general, populations. III. Internal Control and Risk Management 50. Internal Audit EDPR’s Internal Audit Department (“IAD”) is composed by ten (10) members. Internal auditing is an independent, objective assurance and consulting activity designed to add value and improve an or- ganization's operations. It helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes. The IAD is not an executive body of EDPR, so it has no power in making management decisions in the Group’s activities, nor any hierarchical or functional link with the audited units, thus maintaining a relationship of total independence and objectivity in relation to them. The functions of the Internal Audit Department of EDPR were evaluated by the “Instituto de Auditores Internos” for the first time in 2020, obtaining the highest calification. The detailed information regarding the internal control system implemented in EDPR is included in topic 55 of this Chapter 5 of the Annual Report. 51. Organisational structure of Internal Audit The Internal Audit function in the EDPR Group is a corporate function, carried out by the Internal Audit Department (“IAD”), which has administrative dependence to the CEO of EDPR and functional dependence to the Audit, Control and Related Parties Committee which supervise the activities and to which Internal Audit activities are reported to EDP Internal Audit Director.
153 The articulation between EDPR Internal Audit and EDP Internal Audit is carried out through the Functional Reporting of the EDPR Internal Audit Director to the EDP Internal Audit Corporate Director, in which the associated management function includes the promotion and harmonization of work policies and methodologies, the management of action plans and report- ing activities to EDP Internal Audit Director. 52. Risk Management EDPR’s Enterprise Risk Management Process is an integrated and transversal management model that ensures the minimi- zation of the effects of risk on EDPR's capital and earnings, as well as the implementation of best practices of Corporate Governance and transparency. The process aligns EDPR’s risk exposure with the company’s desired risk profile. The Enterprise Risk Management Framework was approved in 2016, in accordance with the guidelines agreed at its Board of Directors level. Based on this risk framework, the Company develops a Risk Management System through individual risk policies and procedures for most relevant risks, where it is defined the methodology to calculate probability of occurrence and impacts, as well as mitigation measures and thresholds. In addition, these risk policies and procedures establish the process for control, periodic evaluation and eventual adjustments. The approvals necessary to proceed with this system are submitted to the Management Team, which will inform the Board of Directors of the progress. Likewise, the Risk Manage- ment System is closely followed and supervised by the Audit, Control and Related Party Transactions Committee, an inde- pendent supervisory body composed of non-executive members that reports to the Board of Directors, in charge, among others, of the monitorization of the compliance and progresses of the Risk Management Plan and possible improvements to the measures and controls for mitigating potential risks identified within EDPR. Market, counterparty, operational, business and strategic risks are identified and assessed and, following the result of the assessment, Risk Policies are defined and implemented across the company. These policies are aimed to mitigate risks with- out compromising potential opportunities, thus, optimizing return versus risk exposure. The increase in commodity prices during 2021 required additional analyses to assess a balanced market risk position: • Increase in energy prices: EDPR had no benefit for the general increase in energy prices during 2021, as merchant energy was already sold at fixed prices. The relevant rise in prices demonstrated the asymmetry between long and short posi- tions. Given 2021 market evolution, EDPR reassessed the optimal hedged position to account for this asymmetry and adjusted the position within 2021 and in future years. • Increase in commodity prices: Metals and fuel prices significantly increased during 2021, implying an increase in Capex. Most of the projects approved at EDPR with a PPA at a fixed price had already the Capex secured. Nonetheless, EDPR Global Risk defined the methodology for a potential execution of a commodity price hedge in those projects where Capex is not secured at the moment of PPA signing. In 2021 EDPR tested the possibility of using weather derivatives to hedge volatility of wind production at a portfolio level. Once market risk from energy prices is hedged, volume risk concentrates most of the market risk and a great portion of Net Income @Risk, hence, the interest of hedging production volumes. Considering that the Distributed Generation activity was added to EDPR North America within 2021, EDPR performed a backtesting of its Counterparty Risk Policy to assess its effectiveness and to propose some adjustments for this new activity. During 2021, EDPR reassessed the Operational Risk of the company, executing a bottom-up analysis across all departments, as stated in EDPR’s Operational Risk Policy. Following the growth of the installed capacity at EDPR in recent years, together with the planned growth within the new Business Plan 2021-25, the Operational Risk threshold was accordingly adjusted in EDPR’s Operational Risk Policy and Enterprise Risk Management framework. Finally, EDPR updated its view on the sustainability of RES policies in the geographies where the Company is present and in new potential geographies.
154 53. Risk Map Risk Management at EDPR is focused on covering all risks of the company. In order to have a holistic view of risks, they are grouped in Risk Categories, which are Market, Counterparty, Operational, Business and Strategic. The definition of Risk Cat- egories at EDPR is as follows: • Market Risk – It refers to the risk to EDPR resulting from movements in market prices. Due to the relationship between wind production and energy price, production risk is considered within market risk. In particular, market risk are changes in energy prices, production, interest rates, foreign exchange rates, inflation and commodity prices (other than energy); • Counterparty Risk (credit and operational) – Risk that counterparty to a transaction could default before final settlement of the transaction’s cash flows. A direct economic loss would occur if transactions with the counterparty had positive economic value at the time of default. Even in the case of not defaulting, it may not comply with its contract obligations (timing, quality, etc.), implying additional higher costs due to its replacement or to delays in fulfilling the contract; • Operational Risk (other than counterparty) – Defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events (such as an increase in equipment default rates, increasing O&M, or natural disasters), including the effect of a loss created by not being able to ensure business continuity; • Business Risk – Potential loss in the company’s earnings due to adverse changes in business margins. Such losses can result above all from a serious increase in equipment prices or changes in the regulatory environment. Changes in elec- tricity prices and production are considered market risks; • Strategic Risk – It refers to risks coming from macroeconomic, political, social or environmental situation in countries where EDPR is present, as well as those coming from a change in competitive landscape, from technology disruptions, from changes in energy markets or from governance decisions (investment decisions criteria, Corporate Governance and Reputational issues). Within each Risk Category, risks are classified in Risk Groups. 1. Market Risk 1. i) Energy price risk EDPR faces limited electricity price risk as it pursues a strategy of being present in countries or regions with long -term visibility on revenues. In most countries where EDPR is present, prices are determined through regulated framework mech- anisms. In those countries with no regulated tariffs, power purchase agreements are negotiated with different off- takers to eliminate electricity and Green Certificate or Renewable Energy Credit (REC) price risks. Despite EDPR’s strategy of eliminating market price risk, EDPR still has some plants with merchant exposure. In Europe, EDPR operates in countries where the selling price is defined by a feed-in-tariff (Portugal, France and Italy) or in markets where, on top of the electricity price, EDPR receives either a pre-defined regulated premium or a green certificate, whose price is achieved on a regulated market (Spain, Belgium, Poland and Romania). EDPR is also developing projects in the UK and in Greece, under contract for differences remuneration schemes. In countries with a predefined regulated premium or a green certificate scheme, EDPR is exposed to electricity price fluctua- tions. Considering current Power Purchase Agreements (PPAs) in place, EDPR is exposed to electricity price risk in Romania, in Poland, in Belgium and partially in Spain. Additionally, in European countries with a green certificate scheme (Romania, Belgium and Poland), EDPR is exposed to fluctuation on the price of green certificates. The US market does not provide a regulated framework system for the electricity price. Nevertheless, renewable generation is incentivized through PTCs (Production Tax Credits) and regional Renewable Portfolio Standard (RPS) programs that allow receiving RECs for each MWh of renewable generation. REC prices are very volatile and depend on the regional supply/de- mand equilibrium in the relevant market.
155 Most of EDPR’s capacity in the US has predefined prices determined by bundled (electricity + REC) long-term contracts with local utilities in line with the Company’s policy of avoiding electricity price risk. Despite existing long term contracts, some EDPR’s plants in the US do not have PPA and are selling merchant with exposure to electricity and REC prices. Additionally, some plants with existing PPAs do not sell their energy where it is produced and are therefore exposed to basis risk (differ- ence in price between the location where energy is produced and that where energy is sold). In Ontario (Canada), the selling price is defined by a long-term feed-in-tariff, thus, there is no electricity price exposure. In Brazilian and Colombian operations, the selling price is defined through a public auction which is later translated into a long - term contract. Electricity price exposure is almost null, with little exposure for the production above or below the con- tracted production. Under EDPR’s global approach to minimize the exposure to market electricity prices, the Company evaluates on a permanent basis, if there are any deviations to the pre-defined limits (measured through EBITDA at risk, Net Income at risk and total merchant exposure). EDPR intends to eliminate Green Certificates and REC price risk with the signing of bundled PPAs with private off-takers, which include the sale of the electricity and the Green Certificate or REC. In some cases, the off-taker may be interested in contracting only the Green Certificate or the REC, thus a GCPA (Green Certificate Purchase Agreement) or a RECPA (REC Purchase Agreement) is signed. In those geographies with remaining merchant exposure, EDPR uses various commodity-hedging instruments in order to minimize the exposure to fluctuating market prices. In some cases, due to the lack of liquidity of financial derivatives, it may not be possible to successfully hedge all existing merchant exposure, after considering PPAs in place. As aforementioned, some US plants have exposure to REC price risk and/or basis risk (difference in electricity price between locations). EDPR hedges REC prices through forward sales and basis exposures through financial swaps or FTR (Financial Transmission Rights). 1. ii) Energy Production Risk The amount of electricity generated by EDPR’s renewable plants is dependent on weather conditions, which vary across locations, from season to season and from year to year. Variation on the amount of electricity that is generated affects EDPR’s operating results and efficiency. Not only the total wind or solar production in a specific location is relevant, but also the profile of production. Wind usually blows more at night than at daytime, when energy prices are lower and the opposite for solar. Generation profile will affect the discount or add-on in price of a plant versus a baseload generation. Finally, curtailment of a plant will also affect its production. Curtailment occurs when the production of a plant is stopped by the TSO (Transmission System Operators) for external reasons to the Company. Examples of cases of curtailment are up- grades in transmission lines or exceptional congestion (high level of electricity generation for available transmission capac- ity). EDPR mitigates wind and solar resource volatility and seasonality through geographical diversification of its asset base in different countries and regions. EDPR acknowledges the correlation between different plants in its portfolio that allows for this geographical diversification, which enables EDPR to partially offset production variations in each region and to keep the total energy generation relatively steady. Currently, EDPR is present in 17 countries: Spain, Portugal, France, Belgium, Poland, Romania, Italy, UK, Greece , Colombia (no generation), Hungary (no generation), South Korea (no generation), Vientam, US, Canada, Brazil and Mexico. Nevertheless, 2021 was a year with generation below the one initially forecasted. EDPR continues to analyze the potential use of financial products to hedge wind risk and might use this product to mitigate risk in specific cases.
156 Profile risk and curtailment risk are managed ex-ante. For every new investment, EDPR factors the effect that expected generation profile and curtailment will have on the output of the plant. Generation profile and curtailment of EDPR’s plants are constantly monitored by EPDR’s Risk department to detect potential future changes. 1. iii) Risks related to financial markets EDPR finances its plants through project finance or corporate debt. In both cases, a variable interest rate might imply signif- icant fluctuations in interest payments. On the other hand, due to EDPR’s presence in several countries, revenues are denominated in different currencies. Conse- quently, exchange rate fluctuations may have a material adverse effect on financial results or on the value of the foreign investment. 1. iii) a) Interest rate risk Given the policies adopted by EDPR Group, current exposure to variable interest rate is not significant and financial cash flows are substantially independent from the fluctuation of interest rates. The purpose of interest rate risk management policies is to reduce the exposure of long-term debt cash flows to market fluctuations, mainly by contracting long term debt with a fixed rate. When long-term debt is issued with floating rates, EDPR settles derivative financial instruments to swap from floating to fixed rate. EDPR has a portfolio of interest-rate derivatives with maturities of up to 14 years. Sensitivity analyses of the fair value of financial instruments to interest-rate fluctuations are periodically performed. With most of interest rate being fixed, main exposure to interest rates arises at refinancing. To protect against this risk, EDPR intends to maintain a balanced maturity profile for its corporate fixed debt, thus, diversifying the risk of bad timing when refinancing occurs. Repricing calendar of debt is continuously monitored together with interest rates in order to detect good timing for restruc- turing debt. Taking into account risk management policy and approved exposure limits, Global Risk Area supports the Finance team in interest rate hedging decisions and the Finance team submits the financial strategy appropriate to each project/location for Management Team’s approval. 1. iii) b) Exchange rate risk EDPR has international operations and is exposed to the exchange-rate risk resulting from investments in foreign subsidiar- ies. Currency exposure in operating plants is to U.S. dollar, Romanian leu, Polish zloty, Brazilian real, British pound, Canadian dollar and Colombian pesos. In addition, EDPR has a marginal fiscal exposure to MXN due to Mexican assets. EDPR hedges risk against currency fluctuations by financing in the same currency as the revenues of the project. When local financing is not available, EDPR hedges debt cash flows though cross currency interest rate swaps. EDPR also hedges net investment (investment after deducting local debt) in foreign currency through cross currency interest rate swaps. Finally, EDPR contracts foreign exchange forwards to hedge the risk in specific transactions, mainly in payments to suppliers which may be denominated in different currencies. EDPR’s hedging efforts minimize exchange rate volatility, but do not eliminate completely this risk due to high costs associ- ated to hedging FX in certain situations.
157 iii) c) Inflation risk In specific projects, regulated remuneration is linked to inflation. Additionally, O&M costs are considered to be linked to infla- tion in most cases. Exposure to inflation in revenues may be naturally hedged with exposure to interest rates and EDPR regularly analyses inflation exposure and its relationship with interest rates to adjust level of interest rate coverage in project finance structures. Exposure to inflation in O&M costs is managed at the moment of the investment decisions, by executing sensitivity analyses. iii) d) Liquidity risk Liquidity risk is the risk of EDPR not meeting its financial obligations. Liquidity risk is mainly related to extreme market move- ments in electricity prices, interest rates, exchange rates or credit markets, which may change the expected cash flow from revenues, opex, margin calls or funding (due to credit downgrades). EDPR tracks liquidity risk in the short term (margin calls, etc.) and in the long term (financing sources) in order to meet stra- tegic targets previously set (EBITDA, debt ratio and others). EDPR’s strategy to manage liquidity risk is to ensure that its liquidity is sufficient to meet financial liabilities when due, under both normal and stressed conditions, and without incurring unacceptable losses or risking damage to EDPR’s reputation. Different funding sources are used such as Tax Equity investors, commercial banks, multilateral organisations, corporate debt and asset rotation in order to ensure long-term liquidity to finance planned projects and working capital. The Directors have estimated cash flows that show that the Group will meet the commitments existing at the close of the 2021 financial year and those foreseen for 2022. 1.iv) Commodity price risk (other than energy) In projects in which there is a significant number of years between investment decision and start of construction, EDPR may be exposed to the price of the materials used in turbine manufacturing, foundations and interconnection through escalation formulae included in the contracts with suppliers. In order to manage this risk, EDPR may hedge the market exposure in OTC/future commodity markets, considering the risks (potential losses) and the cost of the hedge. 2. Counterparty Risk Counterparty credit risk is the risk that the counterparty to a transaction could default before the final settlement of the transaction’s cash flows. An economic loss could occur, either a direct economic loss if the transaction has a positive value at the moment of default (counterparty credit risk) or a replacement cost due to change of the counterparty (counterparty operational risk). 2. i) Counterparty Credit Risk If the transactions or portfolio of transactions with the counterparty has a positive economic value at the time of default, an economic loss would occur. To control credit risk at EDPR, thresholds of Expected Loss and Unexpected Loss are established at company level as defined under Basel Standards and re-evaluated monthly. If the threshold is surpassed by the company as a whole, mitigation measures are implemented in order to remain within the pre-established limit. Additionally, Expected Loss limits are established for each individual counterparty or Group of counterparties (parent and subsidiaries). 2.ii) Counterparty Operational Risk
158 If the transactions or portfolio of transactions with the counterparty do not have a positive economic value at the time of default, it will impact operations. Despite no direct loss at the time of default, the replacement of the counterparty could imply a cost to EDPR due to potential delays, higher contract value with a new counterparty (replacement costs), etc. Construction and O&M subcontractors are counterparties to which EDPR is exposed from an operational point of view. To minimize the probability of incurring in potential replacement costs with counterparties, EDPR´s policy concerning coun- terparty operational risk is managed by an analysis of the technical capacity, competitiveness, credit quality and replacement cost of the counterparty. 3. Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events (such as an increase in equipment default rates, increasing O&M, or natural disasters). Moreover, it includes the risk of the business being disrupted due to internal or external causes (such as a pandemic, cyberattack or IT systems malfunc- tioning), affecting business continuity. 3. i) Development Risk Renewable plants are subject to strict regulations at different authority levels (international, national, state, regional and local) relating to the development, construction, grid interconnection and operation of power plants. Among other things, these laws regulate landscape and environmental aspects, building licenses, land use and land securing and access to the grid issues. While level of exigency might be different depending on the geographies, EDPR acknowledges a trend for legislations to align towards concentrating the most restrictive rules and development risks on the consenting (environmental and urban permissions) and interconnection (electricity connection of the plant to the national grid). In this context, EDPR’s experience gathered in different countries is useful to anticipate and deal with similar situations in other countries. During the development and design phase, EDPR focuses on the optimization of its projects. By mastering the variables, such as choice of locations, layout, etc., the objective is to make our projects more resilient to permitting risks. Additionally, EDPR mitigates development risk by generating optionality, with development activities in 14 different countries (Spain, Portugal, France, Belgium, Poland, Romania, UK, Italy, Greece, US, Canada, Colombia, Brazil and Mexico) and a port- folio of projects in several stages of maturity. EDPR has a large pipeline of projects that provide a “buffer” to overcome potential delays in the development of prioritized projects, ensuring growth targets and being able to compensate permitting delays in some geographies. ii) Execution Risk During the construction of the foundations, interconnection and substation of a plant, and the installation of the equipment, different events (bad weather, accidents, etc.) might occur that could imply an over cost or a delay in the commercial opera- tion date of the plant: • The delay implies a postponement of cash flows, affecting profitability of the investment. • When a plant has a PPA, a delay of the commercial operation date might imply the payment of LDs, with the consequent loss of revenues and the impact on annual financial results. During the design phase, EDPR engineering teams supervise the engineering and the installation method. Construction is subcontracted to technically capable construction companies. In both cases, a critical path analysis is performed to assess the reliability of construction and installation plan. Also, collat- erals may be required to the counterparty following EDPR’s Counterparty Risk Policy. 3.iii) Operation Risk Damage to Physical Assets Risk
159 Renewable plants in construction and in operation are exposed to weather hazards, natural disasters, etc. These risks de- pend on the location. All plants are insured the physical damage during construction and operation. During operation, any natural disaster, weather hazard or accident will be partially insured to revenue losses due to the event. Equipment Performance Risk (O&M costs) Output from renewable plants depends upon the operating availability of the equipment. EDPR mitigates this risk by using a mix of suppliers which minimizes technological risk, avoiding exposure to a unique man- ufacturer. EDPR also engages suppliers through medium-term full-scope maintenance agreements during the first years of operation to ensure alignment with supplier in minimizing technology risk. Finally, for older plants, EDPR has created an Operation and Maintenance (O&M) program with an adequate preventive and scheduled maintenance program. EDPR externalizes non-core technical O&M activities of its renewable plants, while primary and value added activities continue to be controlled by EDPR. 3. iv) Information Technology Risk IT (Information Technologies) risk may occur in the technical network (information network for plants operation) or in the office network (information network of corporate services: ERP, accounting…) EDPR mitigates this risk creating redundancy of servers and control centers of renewable plants. Redundancy is created in a different location to anticipate potential natural disasters, etc. 3. v) Legal claims Risk (compliance, corruption, fraud) EDPR faces potential claims of third parties, corruption and fraud of its employees. EDPR has implemented an internal “Code of Ethics” and an Anticorruption Policy where the company commits to comply with legal obligations in every community where EDPR is established. Additionally, the company Ombudsperson receives all the complaints sent through the “Code of Ethics” channel and decides the appropriate procedure for each one of them. An anticorruption mailbox is also available to report any questionable prac- tice. 3. vi) Personnel Risk EDPR identifies four main risk factors regarding personnel: turnover, health and safety, human rights, and discrimination, violence or behavior against human dignity. • Turnover: A high turnover implies direct costs of replacement and indirect costs of knowledge loss. EDPR mitigates turn- over through constant reassessment and benchmarking of remuneration schemes in different geographies. Additionally, EDPR offers flexibility to its employees to improve work life balance. In 2021, EDPR was elected as “Top Employer” in Spain by the Top Employers Institute. • Health and safety: EDPR has deployed an H&S management system, complying with OHSAS 18001, pursuing the “zero accidents” target. • Human rights: EDPR has committed, through its “Code of Ethics”, to respect international human rights treaties and best work practices. All counterparties which sign a contract with EDPR are committed to respect EDPR’s “Code of Ethics”. • Discrimination, violence or behavior against human dignity: EDPR forbids any kind of discrimination, violence or be- havior against human dignity, as stated in its “Code of Ethics”. Strict compliance is enforced, not only through the report- ing channel of the Ombudsperson, but also through constant awareness from all employees of the company. vii) Processes Risk
160 Internal processes are subject to potential human errors that may negatively affect the outcome. Internal Audit Department regularly reviews internal processes and recommends the establishment of new controls or the improvement in the imple- mentation of existing procedures. Moreover, business continuity is ensured by a Global Crisis Plan, which defines the procedure to follow for each level of crisis and frames individual emergency plans at activity or asset level. 4. Business Risk 4. i) Regulatory Risk (renewables) The development and profitability of renewable energy projects are subject to policies and regulatory frameworks. The ju- risdictions in which EDPR operates provide different types of incentives supporting energy generated from renewable sources. Remuneration schemes have become less competitive in some countries due to the financial crisis and it cannot be guaran- teed that current support will be maintained in all EDPR’s geographies or that future renewable energy projects will benefit from current support measures. Regulation promoting green energy has been revised or is under revision in some of the countries where EDPR is present. In the US, renewable generation from wind will be incentivized through Production Tax Credits (PTC) at a Federal level for all projects beginning of construction up to 2021. Level of incentives will be progressively fading out. Additionally, wind and solar production is also incentivized through State RPS Programs that allow receiving RECs (Renewable Energy Credit) for each MWh of renewable generation. EDPR is managing its exposure to regulatory risks through diversification, by being present in several countries and through participation as an active member in several wind and solar associations. Regulatory Risk in each of EDPR’s countries is monitored continuously, considering current regulation, potential drafts of new laws, feedback from associations, evolution of installed renewable generation capacity and other inputs. EDPR has devel- oped an internal quantitative assessment of Regulatory Risk that serves as an indicator for changes in supporting schemes. This measure is updated annually in all EDPR´s geographies. Regulatory Risk is also considered ex-ante, at the moment of the investment, through sensitivity analyses that are performed to evaluate its impact in project profitability under different scenarios. 4. ii) Equipment Market Risk Equipment Price Risk Price of equipment is affected, not only by market fluctuations of the materials used, but also by the demand of this equip- ment or a possible increase in trade tariffs and levies. For every new project, EDPR secures the demand risk by engaging in advance with manufacturers, elected through a com- petitive process.
161 5. Equipment Supply Risk The demand for new plants may offset the offer of equipment. Currently, the local component requirement in some geogra- phies (Ex: Brazil) may create this shortfall situation. In the event of a trade war, supply chain of equipment suppliers may be affected, creating further imbalances in local component requirements. EDPR currently faces limited risk to the availability and price increase of equipment due to existing framework agreements with major global suppliers. The Company uses a large mix of suppliers in order to diversify equipment supply risk. For ge- ographies with specific requirements of local component, EDPR does not engage in a project before securing the supply of the equipment. This risk is further explained on EDPR’s annual report due to its current relevance in the business. 6. Strategic Risk 6. i) Country Risk Country Risk is defined as the probability of occurrence of a financial loss in a given country due to macroeconomics, political or natural disasters. EDPR has defined a Country Risk Policy that assesses country risk through an internal scoring based on publicly available data. This internal scoring is compared with external assessments from renowned organisations. Each risk factor affecting country risk is evaluated independently to decide on potential mitigating actions: • Macroeconomic Risk: risks from the country’s economic evolution, affecting revenue or cost time of the investments. • Political Risk: all possible damaging actions or factors for the business of foreign companies that emanate from any po- litical authority, governmental body or social group in the host country. • Natural disaster risk: natural phenomena (seismicity, weather) that may impact negatively in the business conditions Before approving a project in a new geography, EDPR analyses the risk of the new country and compares it to our existing portfolio. Mitigation measures may be decided when this risk is above a certain threshold. In addition, EDPR uses a Security risk index to rank countries from a security and safety standpoint, establishing mitigation measures for employees when above a pre-defined threshold. 6. ii) Competitive landscape In the renewable business, size can be an advantage or disadvantage in specific situations. For example, in development of renewable plants, small and dynamic companies are usually more competitive than larger companies. On the other hand, when participating in tender processes for offshore wind farms, the size of the investment benefits larger companies. Additionally, the consequences of a change in the competitive landscape due to mergers and acquisitions may also be a risk. To mitigate the risks, EDPR has a clear knowledge of its competitive advantages and tries to leverage on them. When EDPR has no advantage versus its competitors, alternatives are considered in order to become competitive. For example, for off- shore wind farms, EDPR has partnered with large companies with previous experience in large electricity generation projects, in order to become a more competitive consortium. 6. iii) Technology disruptions Most renewables are relatively recent technologies, which are continuously evolving and improving efficiency. As such, some initially expensive technologies can become competitive in a relatively short time.
162 EDPR growth focuses in the most competitive renewable technologies at the moment, which are onshore wind, offshore wind and PV solar, but also participates in other innovative projects such as floating offshore wind. 6. iv) Meteorological changes Future estimations of wind and solar production are based on analysis of historical measurements for more than 20 years, and they are considered to be representative of the future. Relevant unexpected meteorological changes could lead to a lower production than the one expected from historical data. When evaluating a new investment, EDPR considers potential changes in the production forecasted, however, the size of the potential deviation in the case of relevant meteorological changes is uncertain. 6. v) Investment decisions criteria Not all projects have the same risk profile. This will depend on merchant exposure of remuneration, construction risk, etc. In order to take proper business decisions, EDPR uses Risk Adjusted Metrics for investment decisions, which take into con- sideration the different risks inherent of each project. 6. vi) Energy Planning Assumptions in future evolution of energy markets affect the profitability of the investments for the period after the fixed remuneration (regulated tariff or PPAs). Structure of electricity markets in most of EDPR geographies (marginal setting price) were not designed to consider a great share of generation from renewable sources with zero marginal price. Thus, the in- crease in renewable generation could lead to lower pool prices in medium term if reforms of electricity markets are not properly undertaken. When investing, EDPR performs sensitivity analyses to stress pool price scenarios for the period without fixed remuneration to understand the robustness of the profitability of the investment. 6. vii) Corporate Organisation and Governance Corporate governance systems should ensure that a company is managed in the interests of its shareholders and other relevant stakeholders. In particular, EDPR has an organisation in place with a special focus on transparency, where the management body (Board of Directors) is separated from the supervision and control duties (Audit, Control and Related Party Transactions Committee). Members of this Committee are invited to the General Risk Committee of EDPR. 6. viii) Reputational risk Companies are exposed to public opinion and today’s social networks are a rapid mean to express particular opinions. A bad reputation could eventually harm financial results of a company in the short and in the long term. Sustainability makes part of the essence of EDPR. EDPR is not only committed in building a better future, but also in doing it well, in an ethical and sustainable manner, consequently limiting reputational risk. 54. Risk functions and framework A corporation can manage risks in two different ways, one risk at a time on a largely and compartmentalized basis, or all risks together within a coordinated and strategic framework. The latter approach is called “Enterprise Risk Management” and is the approach used at EDPR. Risk Management at EDPR is supported by three distinct organisational functions, each on a different role: Strategy (Risk Profiler), Management (Risk Manager) and Controlling (Risk Controller).
163 RISK FUNCTIONS DESCRIPTION Strategy – General risk strategy & policy Global Risk Department provides analytically supported proposals to general strategic issues. Responsible for proposing guidelines and policies for risk management within the company Management – Risk manage- ment & risk business decisions Implement defined policies by Global Risk Responsible for day-to-day operational decisions and for related risk taking and risk Controlling – Risk monitoring Responsible for follow-up of the results of risk taking decisions and for contrasting alignment of operations with general risk policy approved by the board The Risk Committee is the forum where the different Risk Functions discuss the policies to be implemented and control the risk exposure of the company. EDPR’s Risk Committee integrates and coordinates all Risk Functions and assures the link between corporate’s risk appetite and defined strategy and the operations of the company. EDPR created three distinct meetings of the Risk Committee in order to separate discussions on execution of mitigation strategies from those on the definition of new policies: • Restricted Risk Committee: Held every month, it is mainly focused on development risk and market risk from selling energy (electricity price, basis, profile, GCs and RECs). It is the forum to discuss the evolution of projects under develop- ment and construction and the execution of mitigation strategies to reduce merchant exposure. It also monitors compli- ance with risk thresholds defined within risk policies (market risk, counterparty risk, operational risk and country risk). • Financial Risk Committee: Held every quarter, it is held to review main financial markets risks (exchange rates, interest rates and inflation), liquidity risk and credit risk to financial institutions and discuss the execution of mitigation strategies. • Risk Committee: Held every quarter, it is the forum where new strategic analysis is discussed and new policies and procedures are proposed for approval to the Management Team. Additionally, EDPR’s overall risk position is reviewed, together with EBITDA@Risk and Net Income@Risk. 55. Details on the internal control and risk management systems implemented in the company regarding the procedure for reporting financial information With the purpose of not only controlling risks, but also managing them ex-ante, EDPR has created Global Risk policies that are enforceable at a Global Level. These policies are proposed and discussed in the Risk Committee and approved by the Management Team. EDPR’s Enterprise Risk Management Process is inspired on Basel Committee on Banking Supervision’s principles, guidelines and recommendations and is similar to other risk management frameworks. In this respect, performance of risk metrics at EDPR and their compliance with established internal risk limits are assessed on a monthly basis. Additionally, a formal review and update of each Risk Policy, and the adequacy of its limits, is performed every two years INTERNAL CONTROL SYSTEM OVER FINANCIAL REPORTING EDPR has an Internal Control System over Financial Reporting (SCIRF) updated and monitored in line with international standards of Internal Control. This system covers the main aspects of the COSO framework: maintaining a control environment for the preparation of qualified financial information, assessment of the risks of financial reporting, existence of control activities to mitigate risks of error, information and communication and evaluation mechanisms. SCOPE REVISION AND UPDATE The SCIRF Manual includes the annual update of the scope that aims to identify companies, areas and processes that must be included in the scope of SCIRF, according to criteria of materiality and risk, including the risk of error or fraud.
164 The risk analysis included in the scoping process for SCIRF, includes both the different types of risk (operational, economic, financial, technological or legal) and the control objectives of financial reporting (existence and occurrence, completeness, measurement, presentation, disclosure and comparability, and rights and obligations in terms of their potential impact on the financial statements). The results of the updated scope with the methodology outlined are communicated at all levels of the organization involved in the SCIRF and supervised by the Audit, Control and Related Party Transactions Committee. CONTROL ACTIVITIES In documented SCIRF processes and controls, information capture mechanisms are established (including identification of the scope of consolidation) and are specified the steps and checks that are carried out for the preparation of the financial information that will be part of consolidated financial statements. The procedures for the review and approval of financial information are provided by the areas of Planning and Control, and Administration, Consolidation and Tax Financial information is supervised in the scope of its competences by the Audit, Control and Related Party Transactions Committee, prior to the formulation of the accounts by the Board of Directors. The SCIRF includes control activities related to these processes, embodied in Entity Level Controls, Process Controls and General Computer Controls. These processes include review and approval activities of the financial information which are described in the processes of elaboration of individual accounts, preparation of consolidated accounts and processing of consolidated financial statements. EDPR has descriptions of Competency Profiles for the Positions to be carried out in the exercise of the main features of each position that includes a description of the main responsibilities. These include the descriptions of the key positions of those involved in the preparation of financial information. These descriptions include responsibilities in the preparation of financial information and compliance with internal control procedures. The documentation of processes and associated controls designed include among others, the completion of closure activities by completing monthly closing checklists by entity, setting time limits for the closures, the identification of the relevance of the operations in order to be reviewed at the appropriate level, conducting analytical reviews of financial information, the existence of limitations in systems to prevent erroneous records or access by unauthorized persons, analysis of deviations from the budget, the analysis by the Management Team of relevant and significant facts that could cause a significant impact on the accounts, or the allocation of responsibilities for calculating amounts to be provisioned for them to be carried out by authorized personnel with the right skills. In addition to the mentioned processes, major transactional processes resulting from the scope are documented. The de- scription of the activities and controls are designed with the aim of ensuring the registration, evaluation, appropriate presen- tation and disclosure of transactions in financial reporting. Control activities of EDPR’s SCIRF also include those relating to systems and information technology (Computer General Controls) following an international reference, the COBIT framework (Control Objectives for Information and related Tech- nologies). The importance of this area is that information systems are the tools with which financial information is prepared, and is therefore relevant for transactions conducted with them. These control activities include those related to access control to applications and systems, segregation of duties, manage- ment of corrective and preventive maintenance, new projects implementation, administration and management of the sys- tems, facilities and operations (back-ups, security incidents) and their proper monitoring and planning. These activities are developed taking into account the requirements of control and supervision. Among the activities of SCIRF’s scope update, there is a periodic analysis of the existence of service suppliers that perform relevant activities in relation to the processes of preparing financial information. SCIRF SUPERVISION The Audit, Control and Related Party Transactions Committee supervises the SCIRF in the scope of the exercise of their activities through the monitoring and supervision of the developed mechanisms for SCIRF’s implementation, evolution and evaluation, and the results of the scope analysis and the extent of the situation in terms of coverage. To this extent, the Internal Control Area assists the Audit, Control and Related Party Transactions Committee. EDPR has an Internal Control area, integrated in the Compliance and Internal Control Department, which report to the CEO. The Audit, Control and Related Party Transactions Committee supervises the Internal Control area activities. The main functions of the Internal Control area are set out in the SCIRF Manual, which includes, among others, the evaluation of the activities of internal control systems, including the internal control system over financial reporting.
165 Internal Control supports the Audit, Control and Related Party Transactions Committee in supervising the implementation and maintenance of SCIRF and reports the results of the evaluation, improvement actions identified and their evolution. The entity has action plans for improvement actions identified in SCIRF’s assessment processes, which are accompanied and supervised by the Internal Control area, considering their impact on the financial information. Also in the year 2021, as in previous years, a process of self-certification was made by the heads of the various controls and Entity Level Control owners regarding proper documentation update on SCIRF controls and processes in their area of re- sponsibility and the implementation of controls with corresponding evidence. Finally, in 2021 the Internal Audit Department has performed the audit “Review of the SCIRF Model” with the result of an “acceptable evaluation of existing Internal Control”, which is the best evaluation. SCIRF EVALUATION Besides the monitoring and evaluation activities described in the preceding paragraph, in case the auditors identified internal control weaknesses in the scope of their financial audit work, they are expected to communicate these circumstances to the Audit, Control and Related Party Transactions Committee, which regularly monitors the results of the audit work. Additionally, in 2021 the EDPR Group decided to have its SCIRF audited by the external auditor. As a result of its evaluation, the external auditor issued a report with a favorable opinion on the SCIRF of the EDPR Group, according to ISAE 3000 (International Standard on Assurance Engagements 3000), included in Annex II of this Chapter 5 of the Annual Report. CORPORATE COMPLIANCE The implementation of a solid corporate culture of integrity and transparency has always been a priority for EDPR, structuring its supervision and monitoring, through a regulatory compliance conduct basis and through the adoption of ethical values and principles; both consolidated as central elements of its business model. Taking into account the Group's priority, the Compliance Model has evolved over the years: • During 2016 and 2017, the Compliance Officer position and the Criminal and Legal Risk Prevention Model (Specific Compliance Model) were created. • During 2018, the Company completed the first update of the Criminal Compliance Model and started working on the definition of a criminal risk matrix at an international level including an inventory of the potential risks and its controls in each of the geographies where EDPR operates. • In June 2019, the Compliance Area was created to support and provide assistance to the Compliance Officer. In February 2020, with the commitment of strengthening the Compliance culture and to comply with the international standards in Corporate Governance, the area evolved to the Department of Compliance and Internal Control – a new department which reports, directly, to the CEO. Additionally, EDPR has developed a Compliance Channel which allows any employee, supplier, contractor, client or any person or entity outside the Company, who has indications or doubts of behavior contrary to the law and/or that may imply the materialization of a criminal risk, to inform about it (complianceofficer@edpr.com). The bylaws of this Channel are available at the intranet and website of the Com- pany. In 2021, 3 claims were submitted through the Compliance Channel of EDPR; 2 of them are closed (one as non-founded and one as founded) and one is still open. • In 2021, a main objective has been the definition of a Global Compliance Model, which applies to the whole Group, maintaining the idea of establishing Compliance as an strategic part of EDPR's corporate culture. GLOBAL COMPLIANCE MODEL In the definition of the Global Compliance Model, the Global Compliance structure has been defined, and a great effort has been made to develop a robust set of policies and procedures for the Group, which includes the following: • The Compliance Standard, approved by the Board of Directors in November 2021, which establishes the basic prin- ciples, the methodological rules that govern the carrying out of the Compliance function and the specific Compliance functions of all employees.
166 • The Code of Conduct for Top Management and Senior Financial Officers, approved by the Board of Directors in July 2021, that reinforces and complements the Code of Ethics, and reflects the commitment of the people who have been given the responsibility and power to carry out the supervisory and administrative functions of the EDPR Group. The Global Compliance Model integrates specific models depending on the risks affecting the Group: • A specific Integrity Compliance Program focused on the prevention of corruption and bribery risks. EDPR has a zero- tolerance approach to bribery and corruption and is committed to act professionally, fairly and with integrity in all business dealings and relationships wherever we operate. For this reason, the specific Integrity Compliance Program has as its central axis the Integrity Policy, which replaces the previous Anticorruption Policy; it has been approved by the Board of Directors in July 2021. The Integrity Policy has been complemented by other procedures that facili- tate the application of this Policy. Among others: o The Donations and Sponsorships Procedure, approved by the Management Team in June 2021. o The Offers and Events Procedure, approved by the Management Team in June 2021. o The Conflict of Interest Procedure, approved by the Management Team in June 2021. o The Integrity Due Diligence Procedure and the Procedure for relationship with Public Officials and Politically Exposed Persons, approved on 2020 and developed during 2021 through different electronic platforms. The creation of a technological platform for third-party analysis, which can be used by all Group employees, is noteworthy. • A specific Criminal Compliance Program focused on the prevention of criminal risks in Spain taking into considera- tion the regulation in Spain. o During this 2021 the Criminal Compliance Policy has been updated (initially approved in December 2017). o The risk and control matrix has been updated. All the Areas/departments of EDPR Group have reviewed the assigned controls and have validated the applicable controls (self-assessment). o A Control Audit Plan has been established and the controls assigned in the Plan have been audited by an independent third party. o In addition, the Risk Assessment Methodology has been updated in order to have a more objective risk assessment. • A specific Personal Data Protection Program focused on the protection of personal data to which EDPR has access. In this context, EDPR has been strengthening its management system to ensure the adequacy of EDPR Group's entities to the applicable legal requirements regarding Data Protection. The specific Data Protection Compliance Program has as its central axis the Data Protection Policy, approved by the Board of Directors in 2020.To this end and during 2021, a set of methodologies and procedures have been defined: o An Employees Privacy Notice, a Candidates Privacy Notice, a Website Privacy Notice, and a Cookies Man- agement Notice approved by the Management Team in May 2021. o Data Storage and Destruction Procedure, approved by the Management Team in May 2021. o Security breach notification Methodology, approved by the Management Team in June 2021. o Privacy by Design/Default Methodology, approved by the Management Team in November 2021. o Data Processors Management Methodology, approved by the Management Team in November 2021. All this normative development has implied a strong work to make known the new policies and procedures of the Group, having made special focus this year in training and communication in the field of Compliance. TRAINING AND COMMUNICATION Training and communication are fundamental tools to strengthen and disseminate the ethic and integrity culture. In this sense, the following activities have been developed: (i)Training for all the Group employees on Integrity Due Diligence Pro- cedure and Procedure for relationship with Public Officials and Politically Exposed Persons; (ii) a GDPR Global Training; (iii) a Conflict of interest Procedure Training; (iv) a Gifts and Events Procedure Training; (v) a GDPR level 2 training; (vi) an Integrity Policy Training; (vii) a Criminal Compliance training; and viii) a GDPR Roulette.
167 These trainings have been complemented with communication activities. In addition, specific communications have been made on: (i) a welcome day, (ii) a presentation of the department, (iii) a communication about the GDPR Anniversary, (iv) a specific communication of Compliance in the Group magazine, (v) a Speak up culture communication and (vi) a communica- tion for the Anticorruption day, among others. REPORTING SYSTEM Lastly, the reporting system to Top Management and Senior Management has also been improved, establishing reports about the Global Compliance Model to: (i) the CEO (monthly), (ii) the Audit Control and Related Party Transactions Committee (CAUD) (quarterly), (iii) the Management Team (yearly) and (iv) to the Board of Directors (yearly). OPERATION, METHODOLOGY AND CERTIFICATIONS The entire operation and methodology for the management of the Criminal Compliance Program and the Integrity Compli- ance Program has been compiled in an internal departmental document called Integrated Management System for Criminal Compliance and Antibribery Handbook, approved by the Compliance Officer in October 2021. Additional documents, for the support and documentation of this system, have been also drafted. All this development has allowed EDPR to obtain the UNE 19601 and ISO 37001 certifications. IV. Investor Assistance 56. Investor Relations department EDPR seeks to provide to shareholders, investors, financial analysts and other stakeholders and the market in general, all the relevant information about the Company and its business environment, on a regular basis and whenever a relevant fact takes place. The promotion of transparent, consistent, rigorous, easily accessible, and high-quality information is essential to an accurate perception of the Company’s strategy, financial situation, accounts, assets, prospects, risks, and significant events. EDPR, therefore, looks to provide the market with accurate information that can support them in making informed, clear and concrete investment decisions. The Investor Relations Department was created to ensure a direct and permanent contact with all market related agents and stakeholders, to guarantee effective communication, equality between shareholders and to prevent imbalances in the information access. The EDPR Investor Relations Department (IR) is the intermediary between EDPR and its actual and potential shareholders, the financial analysts that follow Company’s activity, all investors and other members of the financial community. The main purpose of the department is to guarantee the principle of equality among shareholders, by preventing asymmetries in the access of the information and reducing the gap between market perception and Company’s strategy and intrinsic value. The Investor Relations department centralizes all relevant and material information that could impact EDPR share price. This information is prepared by the different departments of EDPR, with the support when necessary of external experts, and always managed in a strictly confidential basis. The department responsibility also comprises developing and implementing EDPR’s communication strategy and preserving an appropriate institutional and informative relationship with the financial market, the stock exchange at which EDPR shares trade and the regulatory and supervisory entities (CMVM – Comissão de Mercado de Valores Mobiliários – in Portugal and CNMV – Comisión Nacional del Mercado de Valores – in Spain. EDPR is clearly aware of the importance of detailed and transparent information, delivered on-time to the market. Conse- quently, EDPR publishes Company’s price sensitive information before the opening or following the closing of the Euronext Lisbon stock exchange through CMVM’s information system and, simultaneously, make that same information available on the website investors’ section and through the IR department’s mailing list. In 2021, EDPR made more than 46 market noti- fications, in addition to quarterly, semi-annual and annual results presentations, handouts and operating data statement elaborated by the IR Department. In addition, the IR Department also elaborates key data files and interim presentations which are available on the website investors’ section.
168 On each earnings announcement, EDPR promotes a conference call and webcast, opened to the market in general, at which the Company’s management updates the market on EDPR’s activities. On each of these events, shareholders, investors and analysts had the opportunity to directly submit their questions and to discuss EDPR’s results as well as the Company’s outlook and strategy. EDPR IR Department is coordinated by André Fernandes and is located at the Company’s head offices in Madrid, Spain. The department structure and contacts are as follows: IR Contacts: • André Fernandes, Head of Planning & Control, Investor Relations and Sustainability • Calle Serrano Galvache, 56; Centro Empresarial Parque Norte; Edificio Olmo – 7th floor; 28033 – Madrid – España • Website: www.edpr.com/en/investors • E-Mail: ir@edpr.com • Phone: +34 902 830 700 EDPR IR Department was in continuous contact with capital markets agents, namely shareholder and investors, along with financial analysts who evaluate the Company. In 2021, as far as the Company is aware, sell-side analysts issued more than 89 reports evaluating EDPR’s business and performance. At the end of the 2021, as far as the Company is aware of, there were 23 institutions elaborating research reports and following actively EDPR activity. As of December 31 st 2021, the average price target of those analysts was of Euro 23.00 per share with 12 “Neutral”, 8 “Buy” and 3 “Sell” recommendations. COMPANY ANALYST PRICE TARGET DATE RECOMMENDATION Bank of America Mikel Zabala € 25.00 04-Mar-21 Neutral Barclays Jose Ruiz € 20.10 01-Jul-21 Equalweight Bestinver Daniel Rodríguez € 21.70 13-Apr-21 Buy Berenberg Lawson Steele € 24.50 31-Aug-21 Buy Bernstein Meike Becker € 26.00 02-Jul-21 Outperform BNP Paribas Manuel Palomo € 23.70 03-Nov-21 Neutral CaixaBank BPI Flora Trindade € 27.00 15-Nov-21 Buy Citi Ayesha Khalid € 21.40 29-Jul-21 Neutral Commerzbank Tanja Markloff € 19.00 23-Mar-21 Hold Credit Suisse Christopher Leonard € 22.00 16-Dec-21 Neutral Deutsche Bank Olly Jeffery € 22.50 26-Jul-21 Hold Goldman Sachs Alberto Gandolfi € 27.00 10-Nov-21 Buy HSBC Charles Swabey € 26.00 07-Oct-21 Buy JB Capital Jorge Guimarães € 24.00 19-Oct-21 Neutral JP Morgan Javier Garrido € 24.50 30-Sep-21 Overweight Kepler Cheuvreux Jose Porta € 27.50 01-Sep-21 Buy Morgan Stanley Arthur Sitbon € 24.00 10-Sep-21 Equalweight MedioBanca Sara Piccinini € 22.20 02-Aug-21 Neutral ODDO BHF Philippe Ourpatian € 17.40 03-Nov-21 Sell RBC Fernando Garcia € 19.50 28-Jun-21 Equalweight Santander Bosco Muguiro € 20.45 05-Aug-21 Sell Société Générale Jorge Alonso € 21.00 19-Nov-21 Sell UBS Gonzalo Sanchez-Bordona € 22.45 08-Sep-21 Neutral
169 57. Market Relations Representative EDPR representative for relations with the market at CNMV is Rui Teixeira, Chief Financial Officer; while at CMVM the rep- resentative is Rui Antunes, former Head of Investor Relations. 58. Information Requests During the year, IR Department received more than 250 information requests and interacted more than 300 times with in- stitutional investors. On average, information requests were replied in less than 24 hours, with complex requests being re- plied within one-week time. As of December 31 st 2021 there was no pending information request. V. Website – Online information 59-65. EDPR considers online information a powerful tool in the dissemination of material information, updating its website with all the relevant documents. Apart from all the required information by CMVM and CNMV regulations, EDPR website also carries financial and operational updates of Company’s activities ensuring an easy access to the information. EDPR website: www.edpr.com INFORMATION LINK Company information www.edpr.com/en/who_we_are Corporate by-laws and bodies/committees’ regu- lations www.edpr.com/en/investors/corporate-governance/company-data Members of the corporate bodies and manage- ment structure https://www.edpr.com/en/investors/corporate-governance/governing-bod- ies-and-management-structure Market relations representative, IR department www.edpr.com/en/investors Information channels www.edpr.com/en/edpr Financial statements documents www.edpr.com/en/investors/investors-information/reports-and-results Corporate events Agenda www.edpr.com/en/investors
170 E. Remuneration I. Power to establish 66. Competences to determine the Remuneration of the Corporate Bodies and Executive Staff The Appointments, Remunerations and Corporate Governance Committee is a permanent body belonging to the Board of Directors with an informative and advisory nature. Its recommendations and reports are non-binding. The Appointments, Remunerations and Corporate Governance Committee has no executive functions. The main functions of the Appointments, Remunerations and Corporate Governance Committee are to assist and inform the Board of Directors regarding the appointments (including by co-option), re-elections, dismissals, and the remuneration of the Directors and executive staff. It also assumes the functions related to the reflection on the Corporate Governance structure and on its efficiency and informs the Board of Directors on general remuneration and incentive policies and incentives for Board mem- bers and executive staff. As such, the Appointments and Remunerations Committee is the body responsible for proposing to the Board of Directors the remuneration of the Executive and Non-Executive Directors, the members of the Board Committees and the Executive Staff; the Remuneration Policy; the evaluation and compliance of the KPI’s (Key Performance Indicators); the annual and multi annual variable remuneration, if applicable. The Board of Directors is responsible for the approval of the above-mentioned proposals except the Remuneration Policy which is approved by the General Shareholders’ Meeting. The Board of Directors also evaluates with an annual periodicity its own performance and the performance of its delegated Committees. The evaluation of the performance of the Board of Directors, is then additionally submitted for the approval of the General Shareholders’ Meeting. The proposal on the Remuneration Policy is submitted by the Board of Directors to the approval of the General Shareholders’ Meeting as an independent proposal, which will be in effect for a maximum of a three-year period. According to the Com- pany’s Articles of Association the Board of Directors remuneration is subject to a maximum value that can only be modified by a Shareholders’ agreement. II. Appointments, Remunerations and Corporate Governance Committee 67. Appointments and Remunerations Committee composition. Relevant service providers in 2021. The Composition of the Appointments, Remunerations and Corporate Governance Committee is reflected on topic 29 of the report. The Company has not stablished any restrictions within its Articles of Association, Regulations or internal policies limiting the competence of the Appointments, Remunerations and Corporate Governance Committee to hire any consulting services that may be considered necessary to carry out its duties; additionally in case such services would be hired, it should be noted that they should be rendered independently, ensuring that the service provider do not provide any other services to EDPR or to any company in controlling or group relationship. In 2021 the Committee hired the services of Spencer Stuart for the elaboration of a benchmark of Non-Executive Directors and Independent Chairpersons, and the provision of these services strictly complied with the referred requirements.
171 68. Knowledge and experience regarding Remuneration Policy The members of the Appointments, Remunerations and Corporate Governance Committee have knowledge and experience regarding Remuneration Policy. III. Remuneration structure 69. Remuneration Policy Pursuant to Article 26 of the Company’s Articles of Association the Directors shall be entitled to a remuneration which con- sists of a fixed amount to be determined annually by the General Shareholders’ Meeting for the whole Board of Directors. The above-mentioned article also establishes the possibility of the Directors of receiving attendance fees or being remuner- ated with Company shares, share options, or other securities granting the right to obtain shares or by means of share- indexed remuneration systems. In any case, the system chosen must be approved by the General Shareholders’ Meeting and comply with current legal provisions. The total amount of the remunerations that the Company will pay to its Directors shall not exceed the amount determined by the General Shareholders’ Meeting. The maximum remuneration approved by the General Shareholders’ Meeting for all the members of the Board of Directors is EUR 2,500,000 per year. Pursuant to Article 26.4 of the Company’s Articles of Association, the rights and duties of any kind derived from the condition of Board Member shall be compatible with any other rights and obligations either fixed or variable that could correspond to the Board Members as a consequence of other employment or professional engagements, if any, carried out in the Company. Variable remuneration resulting from said contracts or from any other relationship, including being a Board Member, will be limited to a maximum annual amount to be established by the General Shareholders’ Meeting. The maximum annual amount approved by the General Shareholders’ Meeting for the variable remuneration for all the ex- ecutive members of the Board of Directors is EUR 1,000,000 per year. EDPR, in line with EDP Group corporate governance practices, has signed an Executive Management Services Agreement with EDP, under which the Company bears the cost for such services to some of the members of the Board of Directors to the extent their services are devoted to EDPR. The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work as Directors and a complement as Member or Chairperson of the Appointments, Remunerations and Corporate Governance Committee and/or to the Audit, Control and Related Party Transactions Committee. Such amounts are cumulative, except for the Chair- man of the Board of Directors who does not receive any complement derived from his role at any Committee. EDPR has not incorporated any share remuneration or share purchase options plans as components of the remuneration of its Directors. No Director has entered into any contract with the Company or third parties that have the effect of mitigating the risk inherent in the variability of the remuneration established by the Company. In EDPR there are not any payments for the dismissal or termination of Director's duties. In 2021, the Remuneration Policy for the Directors of the Company was submitted to the General Shareholders’ Meeting for approval.
172 70. Remuneration Structure The Remuneration Policy applicable for 2020-2022 was approved by the General Shareholders’ Meeting (the “Remuneration Policy”). This Remuneration Policy maintains a structure with a fixed remuneration for all members of the Board of Directors, whereas for the Executive Directors also defines a fixed and a variable remuneration, with an annual component and a multi- annual component. 71. Variable Remuneration Variable annual and variable multi-annual remuneration apply to the Executive Directors. The variable annual remuneration may range from 0 to 102% over the annual fixed remuneration and the multi-annual remuneration from 0 to 102% over the annual fixed remuneration for the CEO and CFO. The key performance indicators (KPIs) used to determine the amounts of the annual and multi -annual variable remuneration for each year of the term are proposed by the Appointments, Remunerations and Corporate Governance Committee with the aim of aligning them with the strategic grounds of the Company: growth, risk control and efficiency. For the year 2021 the KPIs were: KEY PERFORMANCE INDICATOR CEO / CFO WEIGHT WEIGHT EDPR RESULTS Total Shareholder re- turn 15% 100% TSR vs. Wind peers & Psi 20 100% 100% Shareholders 80% 60% Operating Cash Flow (€ million) 10% 100% AR/Sell-down + TaxEquity (€ million) 10% 100% EBITDA+ sell downgains (€ million) 10% 100% Net Profit (€ million) 10% 100% Core Opex Adjusted (€ thousand/MW) 10% 100% Projects with FID (% of total ’19-’22 additions in BP) 10% 100% Clients 10% Renewable Capacity Built (in MW) 10% 100% Assets & Operations 10% Technical Energy Availability (%) 5% 100% Capex per MW (€ thousand) 5% 100% Environment & Commnunities 5% Certified MW % 5% 100% Innovation & partners 5% H&S frequency rate (employees + contractors) 5% 100% People Management 10% People Management 10% 100% Remuneration Committee 5% 100% Appreciation Remuneration Committee 100% 100%
173 According to the Remuneration Policy approved by the General Shareholders’ Meeting, the maximum variable remuneration (annual and multi-annual) is applicable if all the above mentioned KPI’s were achieved and the performance evaluation is equal or above 110%. 72. Deferral period applicable to variable Remuneration In line with corporate governance practices, the Remuneration Policy incorporates the deferral for a period of three years of the multi-annual variable remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after the appraisal and which endangers the sustainable performance of the company. The amounts paid in application of such deferral policy during 2021 for the multiannual accrued in 2018 are reflected in topic 78 of this Chapter 5 of the Annual Report. 73. Variable Remuneration based on shares EDPR has not allocated variable remuneration on shares and does not maintain Company shares that the Executive Directors have had access to. 74. Variable Remuneration based on options EDPR has not allocated variable remuneration on options. 75. Annual Bonus and non-monetary benefits The key factors and grounds for any annual bonus scheme are described on topics 71 and 72. No non-monetary benefits are paid by EDPR to its Board Members, except for a company car for the Chairman of the Board of Directors, that in 2021 corresponded to an amount of €93 488,74 and the retirement savings plan for Executive Directors referred in the following section. 76. Retirement Savings Plan The retirement savings plan applicable to 2021, which is included within the Remuneration Policy applicable for 2021 was defined and proposed by the Appointments, Remunerations and Corporate Governance Committee to the Board of Directors for its submission to the General Shareholder’s Meeting, which approved it on its meeting held on April 12 th , 2021. For the Executive Directors of EDPR (Miguel Stilwell d’ Andrade and Rui Teixeira) it was stablished in a 5% of the fixed fee under the Management Services Agreement. For the year 2021, EDPR paid a fee to EDP under the Management Services agreement of 19,200€ corresponding to the retirement saving plan of Miguel Stilwell d’ Andrade, and of 14,500€ corresponding to the retirement saving plan Rui Teixeira. IV. Remuneration disclosure 77. Board of Directors remuneration Below the list of EDPR Directors as of December 31 st 2021, and the amounts paid by EDPR either (i) as remuneration to them or (ii) as fee to EDP under the Management Services Agreement for their services (not remuneration), marked in green. The figures below reflect the period of 2021 in which each relevant Director was member of the Board: Ana Paula Marques and Joan Avalyn Dempsey were appointed by co-option on January 19 th , 2021, and António Gomes Mota, Miguel Nuno Simões Nunes Ferreira Setas, Rosa García García, and José Manuel Félix Morgado were appointed by the Shareholders’ meeting held on April 12 th , 2021.
174 DIRECTOR REMUNERATION FEES MANAGEMENT SERVICES AGREEMENT EDP-EDPR EXECUTIVE DIRECTORS Miguel Stilwell d’Andrade - 384,000€* Rui Teixeira - 290,000€* NON-EXECUTIVE DIRECTORS António Gomes Mota** 172,500€ Vera Pinto - 45.000€* Ana Paula Marques - 45,000€* Miguel Setas - 33,750€* Manuel Menéndez Menéndez 60,000€ Acácio Jaime Liberado Mota Piloto** 60,000€ Allan J.Katz 60,000€ Joan Avalyn Dempsey 56,250€ Rosa García** 48,750€ José Félix Morgado** 48,750€ Sub- Total 506,250€ 797,750€ Total 1,304,000€ *These amounts correspond to the service fee paid by EDPR to EDP under the Management Services Agreement for the services rendered in 2021 by such director. In addition, EDPR pays to EDP a 5% of such service fee which is applied to the retirement savings plan described in topic 76 of this Chapter 5 of the Annual Report. **These Directors also received remuneration for their Chairmanship/membership in the Delegated Committees. The amounts paid by EDPR for the Directors that presented their resignation during 2021 for their functions as Members of the Board were as follows: DIRECTOR TOTAL FIXED (€) EXECUTIVE DIRECTORS João Manso Neto 0 Duarte Bello* 5,150€ Spyridon Martinis* 5,150€ Miguel Ángel Prado* 0 NON-EXECUTIVE DIRECTORS Antonio Mexia 0 António Nogueira Leite** 22,500€ Francisco Seixas da Costa** 22.500€ Conceição Lucas** 22.500€ Alejandro Fernández de Araoz Gómez-Acebo 22.500€ TOTAL 100,300€ *Duarte Bello, Spyridon Martinis and Miguel Angel Prado Martinis, for the relevant period of 2021 corresponding to each of them, received their remuneration as Directors as described on the table above and as Executive Directors, as described on topic 78. **These Directors also received remuneration for their Chairmanship/membership in the Delegated Committees. The total amount paid by EDPR in 2021 either (i) as remuneration and (ii) as fee to EDP under the Management Services Agreement, for the services performed by its Directors as members of its Board was of 1.404.300€, which is below the maximum amount agreed by the Shareholders’ Meeting (2,500,000€).
175 78. Remuneration from other Group Companies The members of the Board of Directors as of end of December 2021 do not receive any payment from any company under EDPR control or subject to EDPR common control. Notwithstanding the above, the following Executive Board Members that resigned during 2021, received the amounts below paid by other Group Companies of EDPR corresponding to the period of 2021 before their resignation: Duarte Bello and Spyridon Martinis up to January 19 th , 2021; and Miguel Angel Prado up to February 22 nd , 2021. DIRECTOR PAYER FIXED VARIABLE ANNUAL VARIABLE MULTI- ANNUAL VARIABLE PLURI- ANNUAL TOTAL Duarte Bello EDP Energías de Portugal, S.A. Sucursal en España 11,878€ 154,534€ 128,975€ 154,425€ 449,812€ Miguel Ángel Prado EDPR North America LLC 67,810$ 191,522$ 263,428$ 217,748$ 740,508$ Spyridon Martinis EDP Energías de Portugal S.A. Sucursal en España 11,878€ 137,791€ - 154,425€ 304,094€ 79. Remuneration paid in form of profit sharing and/or bonus payments In EDPR there is no payment of remuneration in the form of profit sharing and/or bonus payments and the reasons for said bonuses or profit sharing being awarded. 80. Compensation for contract termination of Board Members In EDPR there is no compensation paid or owed to former Executive Directors concerning contract termination during the financial year. 81. Audit, Control And Related Party Transactions Committee Remuneration Except in the case of the Chairperson of the Board of Directors, the directors that are also members/chairperson of the Del- egated Committees receive for these functions a complement to their fixed remuneration as members of the Board. Below the list of members of the Audit, Control and Related Party Transactions Committee as of December 31 st 2021, and the amounts paid by EDPR as remuneration to them for the functions performed at this body. The figures below reflect the period of 2021 in which each relevant Director was member of the Committee, provided that Rosa García García, and José Manuel Félix Morgado were appointed on April 12 th , 2021. COMMITEE MEMBER POSITION REMUNERATION Acacio Piloto Chairman 50,000€ Rosa García García Vocal 18,750€ José Félix Morgado Vocal 18,750€
176 The amounts paid by EDPR to the members of the Audit, Control and Related Party Transactions Committee that presented their resignation during 2021 for their functions at this Committee were as follows: COMMITEE MEMBER POSITION REMUNERATION Antonio Nogueira Leite Vocal 7,500€ Francisco Seixas Vocal 6,250€ 82. Remuneration of the Chairperson of the General Shareholders’ Meeting In 2021, José António de Melo Pinto Ribeiro chaired one meeting (Extraordinary Shareholders’ Meeting held on February 22 nd ) before the definitive expiration of his mandate, and the remuneration paid for the provision of these services as Chairman of the General Shareholders’ Meeting of EDPR was EUR 15,000. Based on the proposal submitted by the Appointments, Remunerations and Corporate Governance Committee, and given the referred expiration of the mandate of the former Chairman of the Shareholders’ Meeting, in 2021 it was decided to adopt the general practice followed under the personal law of the Company (Spanish one) that allows the Shareholders Meeting to be chaired by the Board of Directors Chairman, approving at the Extraordinary Shareholders’ Meeting held in February 22 nd the related amendment to the bylaws. Therefore, the Ordinary Shareholders’ Meeting held on April 12 th , 2021, was chaired by the Chairperson of the Board of Directors (who in that moment was Miguel Stilwell de Andrade). V. Agreements with remuneration implication 83-84. EDPR has no agreements with remuneration implication. For avoidance of doubt, the Company has not adopted any mechanism that imply payments or assumption of fees in the case of change in the composition of the managing body (Board of Directors), and which could be likely to harm the free transferability of shares and a shareholder assessment of the performance of the members of this managing body. VI. Share-allocation and/or Stock Option Plans 85-88. EDPR does not have any Share-Allocation and/or Stock Option Plans.
177 D. Related-Party transactions I. Control mechanisms and procedures 89. Related-Party Transactions Controlling Mechanisms The Spanish Companies Act has been recently amended by the law 5/2021, which among others, sets a new regulation and requirements for Related Party Transactions with regards to the definition of Related Party Transactions, and the approval and disclosure procedures of these type of operations. As such, the new definition of Related Party Transactions under Spanish Law considers those performed by a company or its subsidiaries, with Directors, shareholders holding a 10% or more of the voting rights or represented at the Board of the company, or with whomever that shall be considered as related party under the International Accounting Standards. With regards the competence to approve Related Party transactions, as of such amendment, it has been stablished an assignation of competence to different governing bodies depending on the amount as follows: • The Shareholders Meeting: transactions of an amount equal or above a 10% of the total assets according to the last annual balance sheet. These transactions shall be submitted together with a supporting report issued by the Audit Com- mittee of the Company. • The Board of Directors: transactions of an amount below a 10% of the total assets according to the last annual balance sheet. These transactions shall be also submitted together with a supporting report issued by the Audit Committee of the Company. • Delegated Bodies: the Board of Directors may delegate the approval of: (i) transactions performed between companies of the same group that are performed in the ordinary management of the company and under market conditions, and (ii) that are executed under contracts with standardized terms that are wholesale applied to a high number of clients under prices or tariffs generally established by the supplier of the goods or services, the amount of which does not exceed the 0,5% of the net amount of the annual company business value. The transactions approved by the delegated body will not require the issuance of the Audit Committee report, but the Board shall establish a periodic internal reporting and control procedure involving the Audit committee, which will verify the fairness and transparency of the transactions and the compliance with the applicable legal criteria. Likewise, this new regulation foresees new disclose obligations regarding these type of transactions, stating the obligation to made publicly available the information of certain Related Party Transactions which amount exceeds: i) 5% of the total assets, or ii) 2,5% of the annual company turnover. This disclosure shall be made through the publication at the Company’s website and at the CNMV, latest upon execution. The announcement shall be released together with a report issued by the Audit Committee including: (i) the information regarding the nature of the operation and the relation with the Related Party, (ii) the identity of the Related Party, (iii) the date and value of the transaction, and (iv) any other information necessary to appraise that the operation is fair and reasonable for the company and for the non-Related Party shareholders. In light of the above, on July 27 th , 2021, the Board of Directors approved to implement the necessary adjustments in the process of analysis and approval of Related Party Transactions, and in particular resolved to take the following decisions: i. To approve the delegation in the Audit, Control and Related Party Transactions Committee of the competence to approve Related Party Transactions that are delegable under the law. ii. To approve a procedure for reporting and control of such transactions involving the Audit, Control and Related Party Transactions Committee. iii. To approve a new definition of Related Party Transactions to be regulated under the Audit, Control and Related Party Transactions Committee, considering as Related Party the following:(i) any company of the EDP Group, (ii) any company in which both EDPR SA and a Related Party have a stake, (iii) any shareholder holding a 10%
178 or more of the voting rights or with representation at the Board of the Company, and (iv) any party deemed as Related Party under the International Accounting Standards, including without limitation, Board members, Key Employees 13 and Relatives 14 . iv. In order to formalize the above referred delegations, to amend article 8.B. (“Nature and Competence”) of the Regulations of the Audit, Control and Related Party Transactions Committee including the necessary compe- tences to perform its duties, as follows: - Analise and, where appropriate, approve the (i) (a) intragroup transactions or (b) transactions per- formed between EDPR Group and EDP Group when their amount is below 10% of the total assets at the last annual balance sheet approved by the company, as long as they are in the ordinary manage- ment of the company and under market conditions; (ii) transactions executed under contracts with standardized terms that are wholesale applied to a high number of clients under prices or tariffs gen- erally established by the supplier of the goods or services, and which amount does not exceed the 0,5% of the net annual company turnover, and - Periodically inform the Board of Directors about the transactions approved by this Committee in the exercise of the above referred delegation, stating the fairness and transparency of such transactions, and as the case may be, the compliance with the applicable legal criteria. - Analise and inform about any modification of the Framework Agreement signed by EDP and EDP Ren- ováveis on 7 May 2008. 15 - Submit a report to the Board of Directors of the Company regarding the Related Party Transactions that shall be approved by the Board of Directors of EDPR SA or by its Shareholder’s Meeting in accord- ance with the law, and that shall include: (i) the information regarding the nature of the operation and the relation with the Related Party, (ii) the identity of the Related Party, the date and value or amount of the compensation of the transaction, and any other information necessary to appraise if the opera- tion is fair and reasonable for the company and for the shareholders that are not Related Parties. - Request EDP for access to the information needed to perform its duties. It should be also noted that in accordance with article 13.3 of the Regulations of the Audit, Control and Related Party Trans- actions Committee, the resolutions adopted by this committee are reported to the Board of Directors at the first Board meet- ing held following the meeting of the committee in which such proposals were discussed. That means that in case there are Related Party Transactions, they are reported to the Board of Directors at least every quarter (maximum period elapsed between Board of Directors Meeting in accordance with Article 22 of its Regulations). 90. Transactions subject to control during 2021 During 2021, EDPR has not signed any contracts with the members of its corporate bodies or with holders of qualifying holdings, excluding EDP, as mentioned below. The contracts signed between EDPR and its related parties have been analyzed by the Audit, Control and Related Party Transactions Committee according to its competences, as mentioned on the previous topic, and have been concluded ac- cording to the market conditions. The total amount of supplies and services in 2021 incurred with or charged by the EDP Group was EUR 39,068,467 corre- sponding to 11.64% of the total value of Supplies & Services for the year (EUR 335,673,949) 13 To this extent the following shall be considered as Key Employees: (i) the members of the Management Team of EDP Renováveis, S.A., (ii) the General Secretary of the Company, (iii) the Directors of Internal Audit, Compliance and Internal Control, Global Risk, Finance, ACT, Planning and Control, Investor Relations, Legal, IT, as well as (iv) any other that the Audit, Control, and Related Party Transactions Committee may designate. 14 To this extent the following shall be considered as Relatives: the spouse or assimilated partners of a Board Member and or/ of a Key Employee, the children of a Board Member and/or of a Key Employee, or of his/her spouse or assimilated partner, as well as the dependent individuals of the Board Member and/or Key Employee or of his/her spouses or assimilated partners. 15 This Framework Agreement was signed between EDP and EDPR in order to regulate the transactions closed between companies of EDP Group and EDPR Group, stating that in compliance with the transparency purposes for future investors, such shall continue to be developed in line with the market prices, in an arm’s length basis, and following certain predefined principles and rules (considering criteria as parties involved, scope and amount).
179 The most significant contracts in force during 2021 are the following: FRAMEWORK AGREEMENT The framework agreement was signed by EDP and EDPR on May 7 th 2008 and came into effect when the latter was admitted to trading. The purpose of the framework agreement is to set out the principles and rules governing the legal and business relations existing when it came into effect and those entered into subsequently. The framework agreement establishes that neither EDP nor the EDP Group companies other than EDPR and its subsidiaries can engage in activities in the field of renewable energies without the consent of EDPR. EDPR shall have worldwide exclu- sivity, with the exception of Brazil, where it shall engage its activities through a joint venture with EDP Energias do Brasil S.A., for the development, construction, operation, and maintenance of facilities or activities related to wind, solar, wave and/or tidal power, and other renewable energy generation technologies that may be developed in the future. Nonetheless, the agreement excludes technologies being developed in hydroelectric power, biomass, cogeneration, and waste in Portugal and Spain. It lays down the obligation to provide EDP with any information that it may request from EDPR to fulfil its legal obligations and prepare the EDP Group’s consolidated accounts. The framework agreement shall remain in effect for as long as EDP directly or indirectly owns more than 50% of the share capital of EDPR or appoints more than 50% of its Directors. MANAGEMENT SERVICES AGREEMENT On November 4 th , 2008 EDP and EDPR signed a Management Services Agreement that has been amended during the last years in accordance of the variations in the services rendered by EDP to the Company. Through this contract, EDP provides management services to EDPR, including matters related to the day-to- day running of the Company. As of 31 December 2021, under this agreement EDP renders management services corresponding to five (5) people from EDP which are part of EDPR’s Management: (i) two Executive Directors, who are also the CEO and CFO of EDPR, and (ii) three Non-Executive Directorss, for which EDPR pays EDP an amount defined both by the Appointments, Remuner- ations and Corporate Governance Committee and by the Audit, Control and Related Party Transactions Committee, and approved by the Board of Directors and the Shareholders Meeting. Under this contract, EDPR incurred an amount of EUR 831,450 for the management services rendered in 2021. FINANCE AGREEMENTS AND GUARANTEES The most significant finance agreements between EDP Group companies and EDPR Group companies were established under the above-described Framework Agreement and currently include the following: LOAN AGREEMENTS EDPR and EDPR Servicios Financieros SA (“EDPR SF” as the borrower) have loan agreements with EDP Finance BV and EDP Servicios Financieros España (“EDP SFE” as the lender), companies 100% owned by EDP Energias de Portugal S.A. Such loan agreements can be established both in EUR and USD, up to 10-year tenor and are remunerated at rates set at an arm’s length basis. As of December 31 st 2021, such loan agreements totalled USD 2,963,967,282.26 and EUR 444,587,000. CURRENT ACCOUNT AGREEMENT EDPR SF and EDP SFE signed an agreement through which EDP SFE manages EDPR SF’s cash accounts. The agreement also regulates the current account (cc) scheme on arm’s length basis. As of December 31 st 2021, there are two different current accounts with the following balance and counterparties: • in USD, for a total amount of USD 46,696,790.03 in favour of EDPR SF; • in EUR, for a total amount of 372,108,036.35 in favour of EDPR SF. The agreements in place are valid for one year as of date of signing and are automatically renewed for equal periods.
180 COUNTER-GUARANTEE AGREEMENT A counter-guarantee agreement was signed, under which EDP or EDP Energias de Portugal S.A., Sucursal en España (here- inafter guarantor or EDP Sucursal) undertakes on behalf of EDPR, EDP Renewables Europe SLU (hereinafter EDPR EU), and EDP Renewables North America LLC (hereinafter EDPR NA) to provide corporate guarantees or request the issue of any guarantees, on the terms and conditions requested by the subsidiaries, which have been approved on a case by case basis by the EDP’s Executive Board. EDPR will be jointly liable for compliance by EDPR EU and EDPR NA. The subsidiaries of EDPR undertake to indemnify the guarantor for any losses or liabilities resulting from the guarantees provided under the agreement and to pay a fee estab- lished in arm’s length basis. Nonetheless, certain guarantees issued prior to the date of approval of these agreements may have different conditions. As of December 31 st 2021, such counter-guarantee agreements totalled EUR 339,689,625.56 and USD 468,502,446. A counter-guarantee agreement was signed between EDPR Group and EDP España, under which, EDPR group can request the issue of any guarantee, on the terms and conditions requested by the subsidiaries of EDPR. EDPR group undertake to indemnify the guarantor for any losses or liabilities resulting from the guarantees provided under this agreement and to pay a fee established in arm’s length basis. As of December 31 st 2021, the amount of guarantees issued under this agreement totalled EUR 44,160,107.61. CROSS CURRENCY INTEREST RATE SWAPS Due to the net investments in North America, Canada, Brazil, United Kingdom, Poland, Romania and in Colombian compa- nies, EDPR’s accounts were exposed to the foreign exchange risk. With the purpose of hedging this foreign exchange risk, EDPR Group companies settled the following Cross Currency Interest Rate Swap (CIRS). As of December 31 st 2021 the total amount of CIRS by geography and currency are as following: • in USD/EUR, with EDP Energias de Portugal SA for a total amount of USD 1,778,815,770.00 • in CAD/EUR, with EDP Energias de Portugal SA for a total amount of CAD 139,148,472 • in BRL/EUR, with EDP Energias de Portugal SA for a total amount of BRL 122,500,000 • in GBP/EUR, with EDP Energias de Portugal SA for a total amount of GBP 41,064,430 • In RON/EUR, with EDP Energia de Portugal SA for a total amount of RON 160.000.000 • in PLN/EUR, with EDP Energias de Portugal SA for a total amount of PLN 1,078,489,477 • in COP/EUR with EDP Energias de Portugal SA for a total amount of COP 37,326,000,000 HEDGE AGREEMENTS – EXCHANGE RATE EDPR Group companies entered into several hedge agreements with EDP Energias de Portugal S.A., with the purpose of managing the transactional exposure related to the short term or transitory positions, in Colombian, Canada, Hungary, Ro- mania, Polish and United Kingdom subsidiaries, fixing the exchange rate for USD/EUR, EUR/PLN and GBP/EUR in accordance to the prices in the forward market in each contract date. As of December 31 st 2021, the total amount of Forwards and Non Delivery Forwards by geography and currency are as following: • Colombian operations, for USD/EUR, a total amount of EUR 276.733.634 (FWDs) and, for COP/EUR, a total amount of EUR 31.598.473 (NDFs); • Canada operations, for CAD/USD, a total amount of USD 257.796.000 (FWDs) and EUR/CAD, a total amount of EUR 3.436.741 (FWD) • Hungary operations, for HUF/EUR, a total amount of 15.263.303 (FWDs) and HUF/USD, a total amount of 19.313.279 (FWDs)
181 • Romania operations, for RON/EUR, a total amount of EUR 95.766.829 (FWD) • Polish operations, for EUR/PLN, a total amount of PLN 2,036,642,441(FWDs+NDFs) • United Kingdom operations, for GBP/EUR a total amount of EUR 58,630,094 (FWDs) HEDGE AGREEMENTS – COMMODITIES EDP and EDPR EU entered into hedge agreements for 2021 for a total volume of 3.024.278,52 MWh (sell position) and 703.702,00 MWh (buy position) at the forward market price at the time of execution related with the expected sales of energy in the Spanish market. CONSULTANCY SERVICE AGREEMENT On June 4 th 2008, EDP and EDPR signed a consultancy service agreement. Through this agreement, and upon request by EDPR, EDP (or through EDP Sucursal) shall provide consultancy services in the areas of legal services, internal control sys- tems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, infor- mation technology, brand and communication, energy planning, accounting and consolidation, corporate marketing, and organizational development. The price of the agreement is calculated as the cost incurred by EDP plus a margin. For the first year, it was fixed at 8% based on an independent expert on the basis of market research. For 2021 the estimated cost of these services is EUR 8.675.902,44. This was the total cost of services provided for EDPR, EDPR EU, and EDPR NA. The duration of the agreement is one (1) year tacitly renewable for equal periods. RESEARCH AND DEVELOPMENT AGREEMENT On May 13 th , 2008, EDP Inovação S.A. (hereinafter EDP Inovação), an EDP Group Company, and EDPR signed an agreement regulating relations between the two companies regarding projects in the field of renewable energies (hereinafter the R&D Agreement). The object of the R&D Agreement is to prevent conflicts of interest and foster the exchange of knowledge between compa- nies and the establishment of legal and business relationships. The agreement forbids EDP Group companies other than EDP Inovação to undertake or invest in companies that undertake the renewable energy projects described in the agreement. The R&D Agreement establishes an exclusive right on the part of EDP Inovação to project and develop new renewable energy technologies that are already in the pilot or economic and/or commercial feasibility study phase, whenever EDPR exercises its option to undertake them. The fee corresponding to this agreement in 2021 is EUR 449.265. The agreement shall remain in effect for as long as EDP directly or indirectly maintains control of more than 50% of both companies or appoint the majority of the members of the Board and Executive Committee of the parties to the agreement. MANAGEMENT SUPPORT SERVICES AGREEMENT BETWEEN EDP RENOVÁVEIS PORTUGAL S.A., AND EDP GLOBAL SO- LUTIONS - GESTÃO INTEGRADA DE SERVIÇOS S.A . On January 1 st , 2003, EDPR – Promoção e Operação S.A., and EDP Global Solutions - Gestão Integrada De Serviços S.A. (hereinafter EDP Global Solutions), an EDP Group Company, signed a management support service agreement. The object of the agreement is the provision to EDPR – Promoção e Operação S.A. by EDP Global Solutions of services in the areas of procurement, economic and financial management, fleet management, property management and maintenance, insurance, occupational health and safety, and human resource management and training. The remuneration accrued by EDP Global Solutions by EDPR Promoção e Operação S.A. and its subsidiaries for the services provided in 2021 totaled EUR 2,044,820. The initial duration of the agreement was five (5) years from date of signing on January 1 st 2008, and tacitly renewable for equal periods of one (1) year. Either party may renounce the contract with one (1) year’s notice.
182 INFORMATION TECHONOLOGY MANAGEMENT SERVICES AGREEMENT BETWEEN EDP RENOVÁVEIS S.A. AND EDP EN- ERGIAS DE PORTUGAL S.A. There exists an IT management services agreement effective since January 1 st , 2020, which supersedes the existing IT man- agement services agreement from that date. The object of the agreement is to provide to EDPR the information technology services described on the contract and its attachments by EDP. The amount incurred for the services provided in 2021 totaled EUR 7,319,963. The initial duration of the agreement is one (1) year from date of signing and it is tacitly renewed for a new period of one (1) year. Either party may renounce the contract with one (1) month notice. CONSULTANCY AGREEMENT BETWEEN EDP RENOVÁVEIS BRASIL S.A., AND EDP ENERGIAS DO BRASIL S.A. The object of the agreement is to provide to EDP Renováveis Brasil S.A. (hereinafter EDPR Brasil) the consultancy services described on the contract and its attachments by EDP – Energias do Brasil S.A. (hereinafter EDP Brasil). Through this agreement, and upon request by EDPR Brasil, EDP Brasil shall provide consultancy services in the areas of legal services, internal control systems, financial reporting, taxation, sustainability, regulation and competition, risk management, human resources, information technology, brand and communication, energy planning, accounting and consolidation, cor- porate marketing, and organizational development. The amount incurred by EDP Brasil for the services provided in 2021 totalled BRL 269,575. The initial duration of the agreement is one (1) year from the date of signing and it is tacitly renewed for a new period of one (1) year. 91. description of the procedures applicable to the supervisory body for the assessment of the business deals. The most significant contracts signed between EDPR and its Qualified Shareholders are analyzed by the Audit, Control and Related- Party Transactions Committee according to its competences, as mentioned on topic 89 of the Chapter 5 of this Annual Report. II. Data on business deals 92. Details of the place where the financial statements including information on business dealings with related parties are available, in accordance with IAS 24, or alternatively a copy of said data. The information on business dealings with related parties is available on Note 39 of the Financial Statements.
183 PART II – Corporate Governance Assess- ment I. Details of the Corporate Governance code implemented Following the protocol signed between the CMVM and the Portuguese Institute of Corporate Governance (IPCG) on October 13 th , 2017, the CMVM revoked its Corporate Governance Code (2013), which was replaced by a single applicable code, the new Corporate Governance Code of the IPCG, which entered into force on January 1 st , 2018, and that was reviewed in 2020. For the purposes of the proper preparation of corporate governance reports for the year beginning in 2021, and to be reported in 2022, they should continue to be prepared in accordance with the structure of contents referred the annex to CMVM Regulation No. 4/2013 available at the CMVM website ( www.cmvm.pt). The report template is divided into two parts: • Part I - mandatory information on shareholder structure, organisation and governance of the company. This information shall be referred within points 1 to 92 of this Corporate Governance Report in accordance with the structure included in that Annex. • Part II - Corporate governance assessment: should include a declaration in which they must: (i) identify the ap- plicable code, (ii) state whether or not they adhere to each of the recommendations of this code and, (iii) with respect to recommendations that do not follow, explain reasonably why. The agreement between CMVM and IPCG on the new Corporate Governance Code may be found on the Protocol signed on October 13 th , 2017, which is available at the website of CMVM (http://www.cmvm.pt/). Likewise, the reviewed version Cor- porate Governance Code of the IPCG is published on the website of IPCG and of the Monitoring Committees (https://cam.cgov.pt/) II. Analysis of Compliance with the Corporate Governance code imple- mented The following table shows the recommendations set forth in the Corporate Governance Code of the IPCG and indicates EDPR’s compliance with it and the place in this report in which they are described in more detail. Also in order to comply with the best Corporate Governance recommendations, and according to the results of the reflection made by the Appointments and Remunerations Committee, the governance model that was adopted has been ensuring an effective performance and articulation of EDPR Governing Bodies and proved to be adequate to the Company’s governance structure without any constraints to the performance of its checks and balances system adopted to justify the changes made in the governance practices of EDPR. The explanation of the Corporate Governance Code of the IPCG recommendations that EDPR does not adopt or that the Company deems not applicable, reasoning and other relevant comments as well as reference to the part of the report where the description may be found, are in the table below. In this context, EDPR states that it has adopted the Corporate Governance recommendations on the governance of listed companies provided in the Corporate Governance Code of the IPCG, with the exceptions indicated in the following table.
184 CORPORATE GOVERNANCE RECOMMENDATIONS - STATEMENT OF COMPLIANCE CHAPTER I - GENERAL PROVISIONS 1.1. COMPANY’S RELATIONSHIP WITH INVESTORS AND DISCLOSURE I.1.1 The Company should establish mechanisms to ensure the timely disclosure of information to its governing bodies, share- holders, investors and other stakeholders, financial ana- lysts, and to the markets in general. ADOPTED Section B - II, a) Topic 15 (Page 173); Section C) -III, Topic 55 (Pages 210-212) Section C-IV, Topic 56; and Section C-V, 59 – 65 (Pages 214 - 216) 1.2. DIVERSITY IN THE COMPOSITION AND FUNCTIONING OF THE COMPANY’S GOVERNING BODIES I.2.1 Companies should establish standards and requirements regarding the profile of new members of their governing bodies, which are suitable ac- cording to the roles to be car- ried out. Besides individual at- tributes (such as competence, independence, integrity, availa- bility, and experience), these profiles should take into con- sideration general diversity re- quirements, with particular at- tention to gender diversity, which may contribute to a bet- ter performance of the govern- ing body and to the balance of its composition. ADOPTED Section B-II, a) Topics 16 and 17 (Pages 174 - 176) I.2.2 The company’s managing and supervisory boards, as well as their committees, should have internal regulations — namely regulating the performance of their duties, their Chairman- ship, periodicity of meetings, their functioning and the duties of their members —, disclosed in full on the company’s web- site. Minutes of the meetings of each of these bodies should be drawn out. ADOPTED Section B-II, a) Topic 15 (Page 173 and 174);
185 I.2.3 The composition and the num- ber of annual meetings of the managing and supervisory bodies, as well as of their com- mittees, should be disclosed on the company’s website ADOPTED Section B-II, a) Topic 15 (Page 173 and 174); Section C-V, Topics 59 – 65 (Page 216) I.2.4 A policy for the communication of irregularities (whistleblow- ing) should be adopted that guarantees the suitable means of communication and treat- ment of those irregularities, with the safeguarding of the confidentiality of the infor- mation transmitted and the identity of its provider, when- ever such confidentiality is re- quested. ADOPTED Section C-II, Topic 49 (Pages 196 and 197) 1.3. RELATIONSHIPS BETWEEN THE COMPANY BODIES I.3.1 The bylaws, or other equivalent means adopted by the com- pany, should establish mecha- nisms that, within the limits of applicable laws, permanently ensure the members of the managing and supervisory boards are provided with ac- cess to all the information and company’s collaborators, in or- der to appraise the perfor- mance, current situation and perspectives for further devel- opments of the company, namely including minutes, doc- uments supporting decisions that have been taken, calls for meetings, and the archive of the meetings of the managing board, without impairing the access to any other documents or people that may be re- quested for information. ADOPTED Section B-II, a) Topic 15 (Page 173) I.3.2 Each of the company’s boards and committees should ensure the timely and suitable flow of information, especially regard- ing the respective calls for meetings and minutes, neces- sary for the exercise of the competences, determined by law and the bylaws, of each of the remaining boards and com- mittees. ADOPTED Section B-II, a) Topic 15 (Page 173); Section B-II, c) Topic 29 (Pages 184, 185 and 188)
186 1.4 CONFLICTS OF INTEREST I.4.1 The members of the managing and supervisory boards and the internal committees are bounded, by internal regulation or equivalent, to inform the re- spective board or committee whenever there are facts that may constitute or give rise to a conflict between their interests and the company’s interest. ADOPTED Section B-II, a) Topic 18 (Page 177) I.4.2 Procedures should be adopted to guarantee that the member in conflict does not interfere in the decision- making process, without prejudice to the duty to provide information and other clarifications that the board, the committee or their respective members may request. ADOPTED Section B-II, a) Topic 18 (Page 177) 1.5. RELATED PARTY TRANSACTIONS I.5.1 The managing body should dis- close in the corporate govern- ance report or by other means publicly available the internal procedure for verifying transac- tions with related parties. ADOPTED Section E-I, Topic 89 (Pages 224 and 225) I.5.2 The managing body should re- port to the supervisory body the results of the internal procedure for verifying transactions with related parties, including the transactions under analysis, at least every six months. NOT APPLICABLE This procedure is now regulated by law (art 249ºA, nº1 of the Código dos Valores Mobiliarios) and therefore the rec- ommendation has been surpassed by the Portuguese Law in force. Should be noted that applicable law to EDPR to this ex- tent is the Spanish Law. The procedure implemented by EDPR for the approval of Related Party Transactions is described in topic 89 of this Chapter 5 of the Annual Re- port Section E-I, Topic 89 (Pages 224 and 225)
187 CHAPTER II – SHAREHOLDERS AND GENERAL MEETINGS II.1 The company should not set an excessively high number of shares to confer voting rights, and it should make its choice clear in the corporate govern- ance report every time its choice entails a diversion from the general rule: that each share has a corresponding vote. ADOPTED As per the split of multiple-recommendations, should be clarified that the part of this recommendation correspond- ing to II.1.(2) shall be considered as not applicable as each EDPR share corresponds to one vote Section B-I, b) Topics 12 and 13 (Page 171) II.2 The company should not adopt mechanisms that make deci- sion making by its shareholders (resolutions) more difficult, spe- cifically, by setting a quorum higher than that established by law. ADOPTED Please note EDPR’s personal law is the Spanish one, and as such, the majorities and quorums applicable for the Shareholders’ Meeting resolutions are not the ones set under Portuguese Law, but those established under the Spanish one, with which is completely aligned. Section B-I, b) Topic 14 (Page 172) II.3. The company should imple- ment adequate means for the remote participation by share- holders in the general meeting, which should be proportionate to its size. NOT ADOPTED EDPR has deeply analysed the needs and priorities of its shareholders worldwide, and therefore, since 2009, it is provided the possibility of fulfilling all the requirements necessary to validly exercise their right to vote by dis- tance means (registry of intention to attend, submission of the certificate of titularity of shares, granting of represen- tation proxies, and properly voting). The efficiency and in- terest of our shareholders in these initiatives has been clearly proved, as nearly almost all of the participation is exercised by these means. In the same way, EDPR has also reviewed the track rec- ord of participation in the Shareholders’ Meeting the day of its celebration (when generally all the votes are submit- ted beforehand by distance voting), the shareholding structure of the Company (under which a 78% is qualified shareholding (EDP Energías de Portugal S.A with a 75% and Blackrock with a 3%) and therefore the free float is only of 22%), and its shareholders’ profiles; concluding that the implementation of a streaming system to digitally participate will imply a material cost where the demon- strated preferences of almost all EDPR shareholders is to submit their votes by distance means. Notwithstanding the foregoing, EDPR has deeply ana- lysed the market trends during this year, and also with the aim of improving the compliance commitment with Corpo- rate Governance recommendations, has been considering the possibility of providing this option to its shareholders. Considering that under Spanish law it is required to spe- cifically regulate under the Company’s bylaws the option of celebrating telematic Shareholders’ Meetings, as a first step, EDPR will propose the corresponding bylaws amendment proposal to the General Shareholders’ meet- ing to be held in 2022, so that EDPR would be able to of- fer this option in the next meetings to be held thereinafter Section B-I, b) Topic 13 (Page 172) II.4. The company should also im- plement adequate means for the exercise of remote voting, including by correspondence and electronic means. ADOPTED Section B-I, b) Topic 13 (Page 172)
188 II.5. The bylaws, which specify the limitation of the number of votes that can be held or exer- cised by a sole shareholder, in- dividually or in coordination with other shareholders, should equally provide that, at least every 5 years, the amendment or maintenance of this rule will be subject to a shareholder res- olution — without increased quorum in comparison to the legally established — and in that resolution, all votes cast will be counted without obser- vation of the imposed limits. NOT APPLICABLE Section A-I, Topic 5 (Page 166); Section B-I, b) Topic 12 (Page 171) II.6. The company should not adopt mechanisms that imply pay- ments or assumption of fees in the case of the transfer of con- trol or the change in the com- position of the managing body, and which are likely to harm the free transferability of shares and a shareholder as- sessment of the performance of the members of the managing body. ADOPTED Section A-I, Topic 4 (Pages 165 and 166); Section D - IV, Topic 80 (Page 222); and Section D - V, Topics 83- 84 (Page 223) CHAPTER III – NON-EXECUTIVE MANAGEMENT, MONITORING AND SUPERVISION III.I Without prejudice to the legal powers of the chair of the man- aging body, if he or she is not independent, the independent directors should appoint a coor- dinator from amongst them, namely, to: (i) act, when neces- sary, as an interlocutor near the chair of the board of directors and other directors, (ii) make sure there are the necessary conditions and means to carry out their functions; and (iii) coor- dinate the independent directors in the assessment of the perfor- mance of the managing body, as established in recommenda- tion V.1.1. NOT APPLICABLE On April 12 th , 2021 EDPR appointed an independent Chairperson, António Gomes Mota. Should be noted that during the period of 2021 elapsed until this appointment, EDPR had an interdependent coor- dinator (António Nogueira Leite, who was appointed for this position on February 2019) Section B-II, a) Topic 18 (Page 178).
189 III.2 The number of non- executive members in the managing body, as well as the number of members of the supervisory body and the number of the members of the committee for financial matters should be suitable for the size of the com- pany and the complexity of the risks intrinsic to its activity, but sufficient to ensure, with effi- ciency, the duties which they have been attributed. The for- mation of such suitability judg- ment should be included in the corporate governance report. ADOPTED As per the split of multiple-recommendations, should be clarified that the part of this recommendation correspond- ing to III.2.(3) is not applicable, as EDPR does not have a German Governance Model. Section B-II, a) Topic 18 (Pages 177 and 178) III.3 In any case, the number of non- executive directors should be higher than the number of ex- ecutive directors. ADOPTED Section B-II, a) Topic 18 (Pages 177 and 178) III.4 Each company should include a number of non- executive di- rectors that corresponds to no less than one third, but always plural, who satisfy the legal re- quirements of independence. For the purposes of this recom- mendation, an independent person is one who is not asso- ciated with any specific group of interest of the company, nor under any circumstance likely to affect his/her impartiality of analysis or decision, namely due to: i. having carried out functions in any of the company’s bodies for more than twelve years, either on a consecutive or non- consecutive basis; ii. having been a prior staff member of the company or of a com- pany which is consid- ered to be in a con- trolling or group rela- tionship with the company in the last three years; iii. having, in the last three years, provided services or estab- lished a significant business relationship with the company or a company which is considered to be in a controlling or group relationship, either di- rectly NOT APPLICABLE The independence criteria applicable to EDPR are those stablished under its personal law (Spanish law). Section B-II, a) Topic 18 (Pages 177 and 178)
190 or as a shareholder, director, manager or officer of the legal person; iv. having been a benefi- ciary of remuneration paid by the company or by a company which is considered to be in a controlling or group relationship other than the remu- neration resulting from the exercise of a director’s duties; v. having lived in a non- marital partnership or having been the spouse, relative or any first degree next of kin up to and in- cluding the third de- gree of collateral af- finity of company di- rectors or of natural persons who are di- rect or indirect hold- ers of qualifying hold- ings, or vi. having been a qualified holder or representa- tive of a shareholder of qualifying holding. III.5 The provisions of paragraph (i) of recommendation III.4 does not inhibit the qualification of a new director as independent if, between the termination of his/her functions in any of the company’s bodies and the new appointment, a period of 3 years has elapsed (cooling-off period). NOT APPLICABLE The independence criteria applicable to EDPR are those stablished under its personal law (Spanish law). Section B-II, a) Topic 18 (Pages 177 and 178) III.6 The supervisory body, in ob- servance of the powers con- ferred to it by law, should as- sess and give its opinion on the strategic lines and the risk pol- icy prior to its final approval by the management body. NOT APPLICABLE As per the governance model of EDPR, its supervisory body is the Audit, Control and Related Party Transactions Committee – a Delegated Committee of the Board of Di- rectors. Considering that under the personal law of EDPR (this is the Spanish one): i) the Delegated Committees shall be entirely composed by members of the Board of Directors, and ii) the approval of the strategic lines and policies of the Company is a reserved matter of the Board of Direc- tors; implementing this prior analysis at the Audit, Control and Related Party Transactions Committee level (com- posed by Directors that will vote the related resolution at Board of Directors level) will not add material value to the process. Section A -II, Topic 9 (Page 169)
191 III.7 Companies should have spe- cialised committees, separately or cumulatively, on matters re- lated to corporate governance, appointments, and perfor- mance assessment. In the event that the remuneration committee provided for in arti- cle 399 of the Commercial Companies Code has been cre- ated and should this not be prohibited by law, this recom- mendation may be fulfilled by conferring competence on such committee in the aforemen- tioned matters. ADOPTED Section B - II, a) Topic 15 (Pages 173 and 174) Section B-II, c), Top- ics 27 (Page 182) and 29 (Pages 182 - 190) CHAPTER IV – EXECUTIVE MANAGEMENT IV.I The managing body should ap- prove, by internal regulation or equivalent, the rules regarding the action of the executive di- rectors applicable to their per- formance of executive func- tions in entities outside of the group. ADOPTED Section B-II, b) Topic 26 (Page 182) IV.2 The managing body should en- sure that the company acts consistently with its objects and does not delegate powers, namely, in what regards the definition of the strategy and main policies of the company; the organization and coordina- tion of the business structure; matters that should be consid- ered strategic in virtue of the amounts involved, the risk, or special characteristics. ADOPTED Section A -II, Topic 9 (Pages 168 and 169) IV.3 In the annual report, the man- aging body explains in what terms the strategy and the main policies defined seek to ensure the long-term success of the company and which are the main contributions resulting therein for the community at large. ADOPTED Chapter 2.2. of the Management Report (Pages 47 and 42)
192 CHAPTER V – EVALUATION OF PERFORMANCE, REMUNERATION AND APPOINTMENT V.1 EVALUATION OF PERFORMANCE V.I.I The managing body should an- nually evaluate its performance as well as the performance of its committees and executive directors, taking into account the accomplishment of the company’s strategic plans and budget plans, the risk manage- ment, the internal functioning and the contribution of each member of the body to these objectives, as well as the rela- tionship with the company’s other bodies and committees. ADOPTED Section A -II, Topic 9 (Page 168); Section B-II b), Topic 24 (Page 181); Section D – I Topic 66 (Page 217); Section D – III, Topic 71 (Page 219 - 220) V.2 Remuneration V.2.I The company should create a remuneration committee, the composition of which should ensure its independence from the management, which may be the remuneration committee appointed under the terms of article 399 of the Commercial Companies Code. ADOPTED Section B - II, c) Topic 27 (Page 182); Section B- II, c) Topic 29 (Page 186); Section D - I, Topic 66 (Page 216) V.2.2 The remuneration should be set by the remuneration committee or the general meeting, on a proposal from that committee. ADOPTED Section D – I, Topic 66 (Page 217); Section D – III, Topic 69 (Page 218) V.2.3 For each term of office, the re- muneration committee or the general meeting, on a proposal from that committee, should also approve the maximum amount of all compensations payable to any member of a board or committee of the com- pany due to the respective ter- mination of office. The said sit- uation as well as the amounts should be disclosed in the cor- porate governance report or in the remuneration report. ADOPTED Section D – IV, Topic 80 (Page 222)
193 V.2.4 In order to provide information or clarifications to sharehold- ers, the chair or, in case of his/her impediment, another member of the remuneration committee should be present at the annual general meeting, as well as at any other, whenever the respective agenda includes a matter linked with the remu- neration of the members of the company’s boards and commit- tees or, if such presence has been requested by the share- holders. ADOPTED Section B-I, a) Topic 11 (Page 170); Section B-II, a) Topic 29 (Page 187) V.2.5 Within the company’s budget- ary limitations, the remunera- tion committee should be able to decide, freely, on the hiring, by the company, of necessary or convenient consulting ser- vices to carry out the commit- tee’s duties. ADOPTED Section D – II Topic 67 (Page 217) V.2.6 The remuneration committee should ensure that those ser- vices are provided inde- pendently and that the respec- tive providers do not provide other services to the company, or to others in controlling or group relationship, without the express authorization of the committee. ADOPTED Section D – II Topic 67 (Page 217) V.2.7 Taking into account the align- ment of interests between the company and the executive di- rectors, a part of their remuner- ation should be of a variable nature, reflecting the sustained performance of the company, and not stimulating the as- sumption of excessive risks. ADOPTED Section D – III, Topics 70 -72 (Pages 219 - 220)
194 V.2.8 A significant part of the varia- ble component should be par- tially deferred in time, for a pe- riod of no less than three years, being necessarily connected to the confirmation of the sustain- ability of the performance, in the terms defined by a com- pany’s internal regulation. ADOPTED Section D – III, Topic 72 (Page 220) V.2.9 When variable remuneration includes the allocation of op- tions or other instruments di- rectly or indirectly dependent on the value of shares, the start of the exercise period should be deferred in time for a period of no less than three years. NOT APPLICABLE Section D – III, Topics 73 and 74 (Page 220) V.2.10 The remuneration of non- ex- ecutive directors should not in- clude components dependent on the performance of the com- pany or on its value. ADOPTED Section D – III, Topic 69 (Page 218); Section D – IV, Topic 77 (Page 221) V.3 Appointments V.3.I The company should, in terms that it considers suitable, but in a demonstrable form, promote that proposals for the appoint- ment of the members of the company’s governing bodies are accompanied by a justifica- tion in regard to the suitability of the profile, the skills and the curriculum vitae to the duties to be carried out. ADOPTED Section B-II, a) To- pics 16, 17 (Pages 174 - 176) V.3.2 The overview and support to the appointment of members of senior management should be attributed to a nomination committee unless this is not justified by the company’s size. ADOPTED Section B- II, c) Topic 29 (Page 187) V.3.3 This nomination committee in- cludes a majority of non- exec- utive, independent members. ADOPTED Section B- II, c) Topic 29 (Page 186)
195 V.3.4 The nomination committee should make its terms of refer- ence available, and should fos- ter, to the extent of its powers, transparent selection processes that include effective mecha- nisms of identification of poten- tial candidates, and that those chosen for proposal are those who present a higher degree of merit, who are best suited to the demands of the functions to be carried out, and who will best promote, within the or- ganisation, a suitable diversity, including gender diversity. ADOPTED Section B-II, a) To- pics 16, 17 (Pages 174 -176); CHAPTER VI – INTERNAL CONTROL VI.I The managing body should de- bate and approve the Com- pany’s strategic plan and risk policy, which should include the establishment of limits on risk- taking. ADOPTED . Section A -II, Topic 9 (Pages 168 and 169); Section C) - III, Topic 52 (Page 200) VI.2 The supervisory board should be internally organised, imple- menting mechanisms and pro- cedures of periodic control that seek to guarantee that risks which are effectively incurred by the company are consistent with the company’s objectives, as set by the managing body. ADOPTED Section B -III,b), To- pic 35 (Page 191); Section C– II, Topic 52 (Page 200) VI.3 The internal control systems, comprising the functions of risk management, compliance, and internal audit should be struc- tured in terms adequate to the size of the company and the complexity of the inherent risks of the company’s activity. The supervisory body should evalu- ate them and, within its com- petence to supervise the effec- tiveness of this system, pro- pose adjustments where they are deemed to be necessary. ADOPTED Section B- II, c) Topic 29 (Pages 183-186); Section B- III, Topic 30 (Page 191); Section B -III, b), To- pic 35 (Page 192); Section C– III, Topics 50-55 (Pages 199 - 214)
196 VI.4 The supervisory body should provide its view on the work plans and resources allocated to the services of the internal control system, including the risk management, compliance and internal audit functions, and may propose the adjust- ments deemed to be necessary. ADOPTED Section B- II, c) Topic 29 (Pages 183-186); Section B – III, b) To- pic 35 (Page 192) VI.5 The supervisory body should be the recipient of the reports pre- pared by the internal control services, including the risk management functions, compli- ance and internal audit, at least regarding matters related to the approval of accounts, the identification and resolution of conflicts of interest, and the de- tection of potential irregulari- ties. ADOPTED Section B- II, c) Topic 29 (Pages 183 – 186); Section B – III, b) To- pic 35 (Page 192) VI.6 Based on its risk policy, the company should establish a risk management function, identifying (i) the main risks it is subject to in carrying out its ac- tivity; (ii) the probability of oc- currence of those risks and their respective impact; (iii) the devices and measures to adopt towards their mitigation; and (iv) the monitoring procedures, aiming at their accompaniment. ADOPTED Section C) – III, To- pics 52 – 55 (Pages 200 - 214); Chapter 2 of this An- nual Report (Pages 36-56) VI.7 The company should establish procedures for the supervision, periodic evaluation, and adjust- ment of the internal control system, including an annual evaluation of the level of inter- nal compliance and the perfor- mance of that system, as well as the perspectives for amend- ments of the risk structure pre- viously defined. ADOPTED Section C) -III, Topics 52, 54, 55 (Pages 200, 209 -214)
197 CHAPTER VII – FINANCIAL INFORMATION VII.1 Finantial information VII.1.1 The supervisory body’s internal regulation should impose the obligation to supervise the suit- ability of the preparation pro- cess and the disclosure of fi- nancial information by the managing body, including suit- able accounting policies, esti- mates, judgments, relevant dis- closure and its consistent appli- cation between financial years, in a duly documented and com- municated form. ADOPTED Section B- II, Topic 29 (Page 184 -foot- note); Section B – III, b) Topic 35 (Page 192); VII.2 Statutory Auditor, Accounts and Supervision VII.2.1 By internal regulations, the su- pervisory body should define, according to the applicable le- gal regime, the monitoring pro- cedures aimed at ensuring the independence of the statutory audit. ADOPTED Section B- II, c) Topic 29 (Pages 182 and 183), Section B – III, c) Top- ics 37 and 38 (Page 192); Section B – IV-V, Topics 45, 46 and 47 (Pages 194 and 195) VII.2.2 The supervisory body should be the main interlocutor of the statutory auditor in the com- pany and the first recipient of the respective reports, having the powers, namely, to propose the respective remuneration and to ensure that adequate conditions for the provision of services are ensured within the company. ADOPTED Sections B – II, c) To- pic 29 (Pages 183 - 184); Section B – V, Topics 45, 46 (Pages 194 and 195) VII.2.3 The supervisory body should annually assess the services provided by the statutory audi- tor, their independence and their suitability in carrying out their functions, and propose their dismissal or the termina- tion of their service contract by the competent body when this is justified for due cause. ADOPTED Section B – II, c) To- pic 29 (Pages 185 - 186); Section B – III a), To- pic 30 (Page 191), Section B – III, c) To- pics 37 and 38 (Page 193); Section B- IV- V, To- pic 45 (Page 194)
CHANGING TOMORROW NOW Curriculum vitae of the Board of Directors EDP Renováveis S.A.
199 António Mota CURRENT POSITION Chairman of the Board of Directors - EDP Renováveis, S.A. Chairman of the Appointments, Remu- nerations and Corporate Governance Committee - EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • Non-executive director and Chair of Nominations and Remuneration Commit- tee - CIMPOR • Non-executive director as member of the Supervisory Board and Chair of the Audit Committee - EDP • Non-executive director as Chair of the Audit Committee and then as Chair- man of the Board – CTT • Dean - ISCTE Business School • He has been a consultant for large corporations in the areas of corporate re- structuring and valuation, regulation, corporate governance and remuneration policies • He is the author of several books in the areas of corporate finance, investments and risk management and a regular invited speaker at professional and industry conferences ________________________________________________________________________ • PhD in management – ISCTE, University Institute of Lisbon • MBA - Nova School of Business and Economics • Bachelor’s degree in management – ISCTE, University Institute of Lisbon CURRENT MAIN EXTERNAL APPOINTMENTS • Full Professor of finance - ISCTE Business School • President - Portuguese Institute of Corporate Governance • Chair of the Audit Committee - MYSTICINVEST HOLDING • Chair of the Remuneration Committee - PHAROL, SGPS
200 Miguel Stilwell d’Andrade CURRENT POSITION CEO – EDP - Energias de Portugal, S.A. CEO and Vice-Chairman of the Board of Directors – EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • Interim CEO – EDP - Energias de Portugal, S.A. • CFO – EDP - Energias de Portugal, S.A. • Member of the Executive Board of Directors – EDP - Energias de Portugal, S.A. • CEO – EDP Comercial, EDP Spain & other companies within the EDP Group • Member of the Executive Board – E-Redes and other companies within the EDP Group • Non-executive member of Board of Directors – EDP Inovação • Head of Strategy & Corporate Development/M&A – EDP - Energias de Portu- gal, S.A. • Strategy & Corporate Development/M&A – EDP - Energias de Portugal, S.A. • Mergers and Acquisitions – UBS Investment Bank ___________________________________________________________________________ • MBA – MIT Sloan School of Management • MEng with Distinction – University of Strathclyde CURRENT MAIN EXTERNAL APPOINTMENTS • Member of the General Board – AEM - Association of Listed Companies
201 Rui Teixeira CURRENT POSITION CFO – EDP - Energias de Portugal, S.A. and EDP Renováveis, S.A. CEO – EDP España, S.L.U. Member of the Board of Directors – EDP – Energias do Brasil, S.A. PREVIOUS POSITIONS AND EXPERIENCE • Interim CEO – EDP Renováveis, S.A. • Member of the Executive Committee – EDP Renováveis, S.A. • Member of the Board of Directors – EDP Energias de Portugal, S.A. • CEO – EDP - Gestão de Produção de Energia, S.A. • Director’s assistant at the Commercial Naval department – Gellweiler Socie- dade Equipamentos Marítimos e Industriais, Lda • Project Manager and Ship Surveyor – Det Norske Veritas • Associate consultant on Energy, Shipping, and Retail banking – McKinsey & Company ________________________________________________________________________ • Graduate – Harvard Business School’s Advanced Management Program, AMP184 • MBA – Nova University of Lisbon • Degree in Naval Architecture and Marine Engineering – Instituto Superior Téc- nico de Lisboa
202 Vera Pinto CURRENT POSITION Member of the Executive Board of Di- rectors – EDP - Energias de Portugal, S.A. Member of the Board of Directors – EDP Renováveis, S.A. CEO – EDP Comercial, S.A. Chairman of the Board of Directors – EDP Foundation Member of the Executive Board of Di- rectors – EDP España, S.L.U. Member of the Executive Board of Di- rectors – EDP - Energias do Brasil, S.A. PREVIOUS POSITIONS AND EXPERIENCE • Executive Vice-President and General Manager (Portugal and Spain) – Fox Networks Group • Member of the Board – Pulsa Media • Television Business Director – MEO • Television Business Director – TV Cabo - PT Multimedia • Founder – Innovagency Consulting • Associate – Mercer ________________________________________________________________________ • Executive Education program – Harvard Business School • MBA – INSEAD • Degree in Economics – NOVA University of Lisbon CURRENT MAIN EXTERNAL APPOINTMENTS • Member of the Board – Portuguese Institute of Corporate Governance • Member of the Board – Fundação Alfredo de Sousa • Member of the Board – Charge up Europe • President – Portuguese-Chinese Chamber of Commerce and Industry
203 Ana Paula Marques CURRENT POSITION Member of the Executive Board of Directors – EDP - Energias de Portugal, S.A. Member of the Board of Direc- tors – EDP Renováveis, S.A. CEO – EDP Gestão de Produção de Energia, S.A. CEO – Labelec - Estudos, Desen- volvimentos e Actividades Labo- ratoriais, S.A Member of the Executive Board of Directors – EDP - Energias do Brasil, S.A. Member of the Executive Board of Directors – EDP España, S.L.U. PREVIOUS POSITIONS AND EXPERIENCE • Executive Vice-President – NOS, SGPS, S.A. • Executive Board Member – NOS, SGPS, S.A. • Non-Executive Board Member – SportTV • President – APRITEL (Portuguese Association of Telecom Operators) • Executive Board Member – Optimus • Marketing and Sales Director (Mobile Residential Business Unit) and Brand Director – Optimus • SMEs Business Unit Director – Optimus • Marketing – Procter & Gamble ________________________________________________________________________ • Executive Education Programs – Harvard Business School, IMD, LBS • MBA – INSEAD • Degree in Economics – Faculdade de Economia do Porto CURRENT MAIN EXTERNAL APPOINTMENTS • Member of the Board – Eurelectric • President of the Board – Elecpor • Guest Professor – Porto Business School and Faculdade de Economia do Porto
204 Miguel Setas CURRENT POSITION Member of the Executive Board of Directors – EDP - En- ergias de Portugal, S.A. Member of the Board of Direc- tors – EDP Renováveis, S.A. Risk and Sustainability Officer - EDP – Energias de Portugal, SA Chairman of the Board of Di- rectors - EDP – Energias do Brasil, S.A. Chairman of the Board of Di- rectors – E-Redes España PREVIOUS POSITIONS AND EXPERIENCE • CEO – EDP - Energias do Brasil, S.A. • Chairman of the Board of Directors – EDP - Gestão da Produção de Energia, S.A. • Board Member – EDP Inovação, Portgás and Fundação EDP • Board Member – EDP Comercial • Chief of Staff for the CEO – EDP - Energias de Portugal, S.A. • Executive Board Member – CP - Comboios de Portugal • Strategic Marketing Director – Galp Energia • Executive Board Member – Lisboagás • Corporate Director - GDP – Gás de Portugal • Consultant – McKinsey & Company ________________________________________________________________________ • Executive Education – Harvard, Wharton, IESE (Barcelona) and CEIBS (Shanghai) • MBA – Nova University of Lisbon • Masters in Electrical and Computing Engineering – Instituto Superior Téc- nico • Degree in Physics Engineering – Instituto Superior Técnico
205 Manuel Menén- dez CURRENT POSITION Member of the Board of Direc- tors – EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • Chairman - Liberbank, S.A. • Chairman - Cajastur • Chairman - EDP España, S.A.U. • Chairman - Naturgás Energía Grupo, S.A. • Member of the Board - Confederación Española de Cajas de Ahorro (CECA) • Member of the Board - AELÉC • Member of the Board of Directors - EDP Renewables Europe, S.L.U. • University Professor in the Department of Business Administration and Accounting - University of Oviedo ________________________________________________________________________ • PhD in Economic Sciences - University of Oviedo • Degree in Economics and Business Administration -University of Oviedo CURRENT MAIN EXTERNAL APPOINTMENTS • CEO - Liberbank, S.A.
206 Acácio Piloto CURRENTPOSITION Member of the Board of Directors - EDP Renováveis, S.A. Chairman of the Audit, Control and Related-Party Transactions Commit- tee - EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • International Division - Banco Pinto e Sotto Mayor • International and Treasury Division - Banco Comercial Português • Head - BCP International Corporate Banking • Member of the Executive Committee - AF Investimentos SGPS • Chairman - AF Investimentos SGPS group companies: AF Investimentos, Fundos Mobiliários; AF Investimentos, Fundos Imobiliários; BPA Gestão de Patrimónios; BCP Investimentos International; AF Investimentos International and Prime Inter- national • Member - BCP Investment Committee • Executive Board Member - BCP – Banco de Investimento, in charge of Invest- ment Banking • Treasurer and Head of Capital Markets - Millennium BCP Group • Millennium BCP Chair - Group ALCO • CEO - Millennium Gestão de Ativos SGFIM • Chairman - Millennium SICAV • Chairman - BII International • Member of the Board of Directors and Member of the Audit Committee - IN- APA IPG, S.A. • Member of the Supervisory Board and Chairman of the Risk Committee - Caixa Económica Montepio Geral. • Member of the Nominations and Remunerations Committee - EDP Renováveis, S.A. • Member of the Related-Party Transactions Committee - EDP Renováveis, S.A. ________________________________________________________________________ • Trainee - International Division of Bayerische Hypoteken und Wechsel Bank • Professional education courses mostly in banking, financial and asset manage- ment - International Banking School, the Asset and Liability Management Semi- nar (Merrill Lynch International) and the INSEAD Executive Program (Fon- tainebleau) • Executive Program on Corporate Governance and Leadership of Boards - Nova SBE • Post- Graduate degree in European Community Competition Law - Max Planck Institut • Post-Graduation in Economic Law - Ludwig Maximilian University (Scholar Hanns Seidel Foundation, Munich) • Degree in law - Lisbon University CURRENT MAIN EXTERNAL APPOINTMENTS • Member of the General Board - Instituto Português de Corporate Governance (representing EDP Renováveis, S.A.)
207 Allan Katz CURRENT POSITION Member of the Board of Directors - EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • National Director of the Public Policy practice group -firm of Akerman Senterfitt • Assistant Insurance Commissioner and Assistant State Treasurer - State of Florida • Legislative Counsel - Congressman Bill Gunter and David Obey • General Counsel - Commission on Administrative Review of the US House of Representatives • Member of the Board - Florida Municipal Energy Association • President - Brogan Museum of Art & Science in Tallahassee, Florida • Board member - Junior Museum of Natural History in Tallahassee, Florida City of Tallahassee Commissioner • First Chair - State Neurological Injury Compensation Association • Member - State Taxation and Budget Commission • City of Tallahassee Commissioner • Ambassador of the United States of America to the Republic of Portugal • Distinguished Professor - University of Missouri Kansas City • Board Member - International Relation Council of Kansas City ________________________________________________________________________ • JD - Washington College of Law at American University in Washington DC (1974) • Degree - UMKC (1969) CURRENT MAIN EXTERNAL APPOINTMENTS • Founder - the American Public Square • Executive Committee Chair of the Academic and Corporate Board - ISCTE Business School in Lisbon Portugal • Board Member - WW1 Commission Diplomatic Advisory Board • Creator - Katz, Jacobs and Associates LLC (KJA) • Frequent speaker and moderator on developments in Europe and on American Politics
208 Joan Avalyn Dempsey CURRENT POSITION Member of the Board of Directors - EDP Renováveis S.A. PREVIOUS POSITIONS AND EXPERIENCE • She spent 25 years in the US Government as an active duty US Navy cryptolo- gist US Navy Reserve intelligence officer, a civilian employee of the Office of Naval Intelligence, the Defense Intelligence Agency, the Office of the Secretary of Defense and the Central Intelligence Agency • Deputy Director - Central Intelligence for Community Management • Executive Director - President’s Foreign Intelligence Advisory Board in the White House • Senior partner and Executive Vice President - Booz Allen Hamilton with P&L responsibility in the firm’s homeland security business (2005) ________________________________________________________________________ CURRENT MAIN EXTERNAL APPOINTMENTS • Since 2017, Dempsey has focused on helping small and midsize companies achieve quality growth in the federal and commercial markets, particularly, in the technology sector • She serves on five corporate boards, two proxy boards, and two commercial ad- visory boards • She serves on two government senior advisory boards
209 Rosa García CURRENT POSITION Member of the Board of Directors - EDP Renováveis, S.A. Member of the Audit, Control, and Related Party Transactions Commit- tee - EDP Renováveis, S.A. Member of the Appointments, Remu- nerations and Corporate Governance Committee - EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • She has more than thirty years of international experience in the fields of Infor- mation Technology, Energy, Infrastructure, and Manufacturing. The majority of her career was spent at Microsoft and at Siemens • Director of Corporate Strategy - Microsoft working at the company's head- quarters in Redmond United States (1996-1999) • General Manager - Microsoft Worldwide Partner Group. She directed Mi- crosoft's worldwide strategy for more than 640,000 independently owned- and-operated partner companies (1999-2002) • Executive Chair - Microsoft in Spain (2002-2008) • Consumer & Online Vice-President - Microsoft Western Europe (2008- 2011) • Executive Chair - Siemens in Spain (2011-2018) • Non-Executive Chair - Siemens Gamesa immediately after the merger of Sie- mens Wind Power and Gamesa (2017-2018) • She has more than ten years of experience as a Non-Executive Director of the Board for several IBEX companies including Banesto, Bolsas y Mercados Espa- ñoles, Acerinox and Bankinter. In every company, she has been either a mem- ber of the audit and control committee or of the nominations and remuneration committee • Non-Profit work: Member of the Board at the Asociación para el Progreso de la Direccion (2002-2019). President of the German Chamber of Commerce in Spain (2016-2018). Member of the Advisory Board for the Universidad Europea de Madrid and Vice-president of Consejo Social de la Universidad Carlos III de Madrid (2008-2018) • Awarded by AED (the most prestigious Spanish CEO association) as “Spanish CEO of the Year” • Awarded by the President of Germany the Cross of Merit, one of the highest civilian honor that can be granted in the country ________________________________________________________________________ • Bachelor’s degree in Mathematics - Universidad Autónoma de Madrid CURRENT MAIN EXTERNAL APPOINTMENTS • Member of the Board - Mapfre and Sener and Non-Executive Chair of Exolum
210 José Morgado CURRENT POSITION Member of the Board of Directors of EDP Renováveis S.A: Member of the Audit, Control, and Re- lated Party Transactions Committee of EDP Renováveis S.A: Member of the Appointments, Remuner- ations and Corporate Governance Com- mittee of EDP Renováveis, S.A: PREVIOUS POSITIONS AND EXPERIENCE • Employed in the investment banking arm of Midland Bank and HSBC (1984) • Joined BCP Investimento in Lisbon as an investment banker and within Banco Comercial Português (1997-1999) was in charge of the medium and long-term business of centre and south regions in Portugal • Member of the Board and Chief Financial Officer - Seguros e Pensões SGPS, and member of the board of the insurance companies of the group in Portugal and Mozambique as well as Chairman of the Board of the Spanish subsidiary (2000-2005) • Vice President and Chief Financial Officer - ONI SGPS, a telecoms operator in Portugal and Spain (2005-2007) • CEO- INAPA IPG SGPS (2007-2015) • Chairman - EUGROPA, European Paper Merchant Association in Brussels (2012-2015) • Board Member - REN-Redes Energéticas Nacionais SGPS and Chairman of the Board - OZ Energia SA (2011-2015) • CEO- Banco Montepio • Member of the Board - Associação Portuguesa de Bancos ________________________________________________________________________ • Postgradute degree in Corporate Governance - Universidade de Lisboa – Law Department and the International Directors Programme – IDP Certification Cor- porate Governance at INSEAD in Fontainebleau • Degree in Business and Management - Universidade Católica CURRENT MAIN EXTERNAL APPOINTMENTS • Chairman of the Board - VERLINGUE- Corretores de Seguros since 2018 • Member of the Board - NORFIN – SGOIC since 2021 • Corporate Governance adviser of family-owned groups
211 María González Rodríguez CURRENT POSITION Secretary of the Board of Directors - EDP Renováveis, S.A. PREVIOUS POSITIONS AND EXPERIENCE • Between 1997 and 2000 she worked as Corporate Lawyer at the Madrid office of Squire, Sanders & Dempsey LLP (American law firm) • Between 2000 and 2008 she worked as Senior Lawyer at Duro Felguera, S.A. (Spanish EPC contractor, listed at the Spanish Stock Exchange) being responsi- ble for its international legal area • Joined EDPR in 2008 and has since then worked at the General Secretary area, serving from 2019 as Vice-Secretary of the Board of Directors and Board Committees • Member and/or Secretary of several Boards of Directors of EDPR’s subsidiaries • Executive Director - EDPR Legal Department, in charge of the Legal Business Development area which manages Procurement, Finance and Energy Manage- ment legal activities of EDPR in all its geographies ________________________________________________________________________ • Bachelor of Laws (LL.B.) and Bachelor Degree in Economics - Universidad Pontificia de Comillas (ICADE) • Executive Program - IE Business School • International Directors Program - INSEAD
PricewaterhouseCoopers Auditores, S.L., Torre PwC, Pº de la Castellana 259 B, 28046 Madrid, España Tel.: +34 915 684 400 / +34 902 021 111, Fax: +34 915 685 400, www.pwc.es 1 R. M. Madrid, hoja 87.250-1, folio 75, tomo 9.267, libro 8.054, sección 3ª Inscrita en el R.O.A.C. con el número S0242 - CIF: B-79 031290 Independent reasonable assurance report on the design and effectiveness of the Internal Control System over Financial Reporting (ICSFR) To the Board of Directors of EDP Renováveis, S.A.: We have carried out a reasonable assurance engagement of the design and effectiveness of the Internal Control System over Financial Reporting (hereinafter, ICSFR) and the description of it that is included in the attached Report that forms part of the corresponding section of the Corporate Governance Report of the Directors Report, prepared according to the applicable portuguese regulation, accompanying the consolidated annual accounts of EDP Renováveis, S.A., and its subsidiaries (hereinafter, the EDPR Group) as at December 31, 2021. This system is based on the criteria and policies defined by the EDPR Group in accordance with the guidelines established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its "Internal Control-Integrated Framework" report. An Internal Control System over Financial Reporting is a process designed to provide reasonable assurance over the reliability of financial information in accordance with the applicable financial reporting framework and includes those policies and procedures that: (i) enable the records reflecting the transactions performed to be kept accurately and with a reasonable level of detail; (ii) provide reasonable assurance as to the proper recognition of transactions to make it possible to prepare the financial information in accordance with the accounting principles and standards applicable to it and that they are made only in accordance with established authorizations; and (iii) provide reasonable assurance in relation to the prevention or timely detection of unauthorised acquisitions, use or sales of the Group’s assets that could have material effect on the financial information. Inherent limitations In this regard, it should be borne in mind that, given the inherent limitations of any Internal Control System over Financial Reporting, regardless of the quality of the design and operation of the system, it can only allow reasonable, but not absolute security, in relation to the objectives it pursues, which may lead to errors, irregularities or fraud that may not be detected. On the other hand, the projection to future periods of the evaluation of internal control is subject to risks such that said internal control being inadequate as a result of future changes in the applicable conditions, or that in the future the level of compliance of the established policies or procedures may be reduced. Director's responsibility The Directors of EDP Renováveis, S.A., are responsible for taking the necessary measures to reasonably ensure the implementation, maintenance and supervision of an appropriate Internal Control System over Financial Reporting, as well as the evaluation of its effectiveness, the development of improvements to that system and the preparation and establishment of the content of the information relating to the ICSFR attached. Our responsability Our responsibility is to issue a reasonable assurance report on the design and effectiveness of the EDPR Group Internal Control System over Financial Reporting, based on the work we have performed and on the evidence we have obtained. We have performed our reasonable assurance engagement in accordance with International Standard on Assurance Engagements 3000 (ISAE 3000) (Revised), "Assurance Engagements other than Auditing or Reviews of Historical Financial Information", issued by the International Auditing and Assurance Standards Board (IAASB) of the International Federation of Accountants (IFAC).
2 A reasonable assurance engagement includes the understanding of the Internal Control System over Financial Reporting, assessing the risk of material weaknesses in the internal control, that the controls are not properly designed or they do not operate effectively, the execution of tests and evaluations on the design and effective implementation of this ICSFR, based on our professional judgment, and the performance of such other procedures as may be deemed necessary. We believe that the evidence we have obtained provides a sufficient and adequate basis for our opinion. Our Independence and Quality Control We have complied with the independence requirements and other ethical requirements of the International Accounting Professionals Code of Ethics (including the International Independence Standards) issued by the International Ethics Standards Board for Accountants (Code of IESBA, for its acronym in English), which is based on the fundamental principles of integrity, objectivity, professional competence and diligence, confidentiality and professional behavior. Our firm applies the “International Standard on Quality Control 1 (ISQC 1)” and maintains a qualitative global control system that includes documented policies and procedures regarding compliance with ethical requirements, professional standards, and applicable legal and regulatory provisions. Opinion In our opinion, the EDPR Group maintained, as at December 31, 2021, in all material respects, an effective Internal Control System over Financial Reporting for the period ended at December 31, 2021, which is based on the criteria and the policies defined by the EDP Renováveis Group’s management in accordance with the guidelines established by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its "Internal Control-Integrated Framework" report. In addition, the attached description included in the Corporate Governance Report within the Directors Report of the ICSFR Report as at December 31, 2021 has been prepared, in all material respects, in accordance with the requirements established by the Code of Recommendations of the IPCG and the Appendix I to CMVM Regulation nº 4/2013 for the purposes of the description of the ICSFR in the Reports of Corporate Governance. This work does not constitute an audit nor is it subject to the regulations governing the audit activity in force in Spain, so we do not express any audit opinion in the terms provided in the aforementioned regulations. PricewaterhouseCoopers Auditores, S.L. Iñaki Goiriena Basualdu 16 February 2022 2022-02-16 09:29:04 ( UTC +01:00 ) 22725304Q IÑAKI GOIRIENA
212 Annex II: Remuneration Report In compliance with both the Portuguese Securities Code, and the Spanish Companies Act, EDP Renováveis S.A. ("EDPR" or "Company") issues this Remuneration Report with the aim to provide a comprehensive view of the remuneration received by the members of its Governing Bodies, including all benefits, regardless of their form, attributed or due during the 2021 finan- cial year. The Remuneration Policy of EDPR is defined by its Appointments, Remunerations and Corporate Governance Committee, and presented to its Board of Director for its final approval at the Shareholders’ Meeting level. As a result, at the General Meeting held on April 12 th , 2021, the proposal submitted for the Remuneration Policy applicable in 2021 was approved by EDPR Shareholders’’ Meeting. Approval procedure of the Remunerations Policy of the Board of Directors The definition of the proposal of the remuneration policy for the members of the Board of Directors of EDPR is incumbent on the Appointments, Remunerations and Corporate Governance Committee which is a delegated body of the Board of Direc- tors, that in order to avoid any conflict of interest, is entirely composed by non- executive and independent members. Under such competences this Committee takes the responsibility for proposing to the Board of Directors the determination of the remuneration of the Executive Directors of the Company; the Remuneration Policy, the evaluation and compliance of the KPI’s (Key Performance Indicators); the annual and multi annual variable remuneration, and also proposes the remuneration of the Non-Executive Directors and members of the Board Committees. As such, this Committee prepares a proposal that defines the remuneration to be attributed to Directors, with the purpose that it reflects the performance of each of them, establishing for the Executive Directors a variable component which is consistent with the maximization of the Company's long term performance (variable annual and multi-annual remuneration for a three-year period), for the achievement of the most challenging objectives of the business plan, thereby guaranteeing the alignment of the performance of the governing bodies with the interests of the shareholders. The Board of Directors is responsible for the approval of the above-mentioned proposals except to the extent it concerns the Remuneration Policy which approved by the General Shareholders’ Meeting as an independent item of the agenda. As a Company integrated in a multinational business group, EDPR aims to maintain a solid culture that ensures the man- agement, monitoring, control and supervision of the risks that the Group, its shareholders, employees, customers and, in general, all its stakeholders face, including those arising from the remuneration systems it adopts. EDPR adopts the trans- versal remuneration practices applied in EDP group, consistent and based on common principles that comply with the regu- lations applicable in the jurisdictions where it operates. As such, the remuneration systems applied, including those applicable to the Executive Directors, are defined to promote a culture of merit and high performance that ensures that people and teams are recognized, encouraged and awarded on the basis of responsibility, availability, loyalty and competence placed at Group’s service, ensuring action aligned with the long- term interests of shareholders and promoting sustainable actions The proposal for remuneration policy of the members of the Executive Directors also aimed at simplify, and provide trans- parency and clarity, favoring a complete understanding of the framework of principles and rules that constitute it, and which will be applied and evaluated by the Appointments, Remunerations and Corporate Governance Committee.
213 Definition, revision and renewal of the Policy The definition of the Remuneration Policy of EDPR is submitted for approval by the General Meeting, on a proposal from the Board of Directors, based on the proposal presented by the Appointments, Remunerations and Corporate Governance Com- mittee. Likewise, as in line with EDP Group corporate governance practices, EDPR has signed an Executive Management Services Agreement with EDP under which the Company bears the cost for such services to some of the members of the Board of Directors (Executive and Non-Executive) to the extent their services are devoted to EDPR, the Audit, Control and Related Party Transactions Committee (which is also entirely composed by non-executive and independent members) is involved in any revision and/or amendment of this agreement. The definition and possible proposals for revision of the Remuneration Policy by the Appointments, Remunerations and Cor- porate Governance Committee are based on the articulation of EDPR long-term objectives, measured according to its stra- tegic plan at all times, in the conclusions of comparative remuneration studies with national listed companies and with for- eign sectoral peers and on an articulation of principles with the remuneration plan of other employees of the Group. The Appointments, Remunerations and Corporate Governance Committee may hire the external consultants and support necessary for the performance of comparative remuneration studies and corporate governance best practices within the framework of directors' remuneration policies, assessing their conditions of independence for the provision of the services that may be requested. Regulatory Framework and principles of the Remuneration Policy applied in 2021 EDPR is a Spanish Company listed in a regulated stock exchange in Portugal. The corporate organization of EDPR is sub- ject to its personal law and to the extent possible, to the recommendations contained in the Corporate Governance Code of the Instituto Português de Corporate Governance (“IPCG”). As such, the Company intends to comply with both legal systems but always taking into account that its personal law is the Spanish one, and that in case of discrepancy, the aim is to adopt the law that entails more protectionism for its shareholders. As in 2021 the amendment of the Spanish Companies Act that transposes the Directive No 2017/828 of the European Par- liament was still not approved, EDPR applied a Remuneration Policy that was issued in line with the applicable Portuguese law (that at that moment already had amended its Securities Code to transpose the such directive). As such, the Remuner- ation Policy applied in 2021 (duly approved by its Shareholders’ Meeting) complies comply with Article 26 - C of the Securities Code (as amended by Law No. 50/2020 of 5 August), the IPCG Corporate Governance Code adopted by EDPR and interna- tional good practices, being aligned and consistent with the remuneration policy and remuneration practices applied to all employees of the Group. Total remuneration and the remuneration model in general should be competitive, aligned with the practices of the interna- tional electricity sector and the renewables market, facilitating the attraction and retention of talent, and the commitment to the challenges and ambitions of the company.
214 A. Remuneration structure and disclosure Pursuant to Article 26 of the Company’s Articles of Association the Directors shall be entitled to a remuneration which con- sists of a fixed amount to be determined annually by the General Shareholders’ Meeting for the whole Board of Direc-tors. This article also establishes the possibility of the Directors of receiving attendance fees or being remunerated with Company shares, share options, or other securities granting the right to obtain shares or by means of share-indexed remuneration systems. In any case, the system chosen must be approved by the General Shareholders’ Meeting and comply with current legal provisions. The remuneration policy applicable for 2021 defines a structure with a fixed remuneration for all members of the Board of Directors, whereas for the members of the Executive Directors defines a fixed and a variable remuneration, with an annual component, and a multi-annual component. The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work exclusively as Directors or, if such is the case, considering their membership/chairmanship of the Appointments, Remunerations and Cor- porate Governance Committee, and to the Audit, Control and Related Party Transactions Committee. Except in the case of the Chairperson of the Board of Directors, the directors that are also members/chairperson of the Delegated Committees receive for these functions a complement to their fixed remuneration as members of the Board. As already indicated, EDPR has signed an Executive Management Services Agreement with EDP, under which the Company bears the cost for such services to some of the members of the Board of Directors to the extent their services are devoted to EDPR. In 2021 these Directors were Miguel Stilwell d’Andrade and Rui Teixeira (Executive Directors), and Vera Pinto, Ana Paula Marques and Miguel Setas. Likewise Antonio Mexía and Joao Manso Neto services were considered under the scope of the Management Services Agreement but no amounts were paid to them for their positions held in EDPR in 2021. The total amount of the remunerations that the Company will pay to its Directors shall not exceed the amount determined by the General Shareholders’ Meeting. The maximum remuneration approved by the General Shareholders’ Meeting for all the members of the Board of Directors for fixed remuneration is EUR 2,500,000 per year and the maximum annual amount approved by the General Shareholders’ Meeting for the variable remuneration for all the executive members of the Board of Directors is EUR 1,000,000 per year. i) Remuneration of EDPR Directors for their functions as Members of the Board This section includes the information regarding the remuneration received by EDPR Board members in 2021 provided that: - Given the public notice of the lack of availability of António Mexia and João Manso Neto to be members of EDP, they were dismissed by the Ordinary Shareholders’ Meeting Held on April 12 th 2021 from their positions as Board Members, and no amounts were paid to them for their positions held in EDPR in 2021. - Duarte Bello and Spyridon Martinis presented the resignation to their positions as Board Members with effects January 19 th , 2021; Miguel Angel Prado presented the resignation to his position as Board Members with effects January 22 nd , 2021; and António Nogueira Leite, Conceição Lucas, Francisco Seixas da Costa and Alejandro Fernández de Araoz presented the resignation to their positions as members of the Board of Directors with effects April 12 th ,2021, thus the amounts shown in the tables for them reflect the remuneration received for the functions performed until such date. - Miguel Stilwell d’ Andrade, Ana Paula Marques and Joan Avalyn Dempsey were appointed by co-option on January 19 th , 2021, and António Gomes Mota, Miguel Nuno Simões Nunes Ferreira Setas, Rosa García García, and José Manuel Félix Morgado were appointed by the Shareholders’ meeting held on April 12 th , 2021, thus the amounts shown in the tables for them reflect the remuneration received for the functions performed since such dates.
215 Fixed component – base remuneration Conditions The fixed remuneration of the members of the Board of Directors is aligned with the basic remuneration practiced by a number of companies comparable to EDPR, the national market and the international electricity sector, in terms of size, market capitalization, risk profile, relevance and geographical implementation, while also considering, at all times, the com- plexity of the functions performed, the remuneration conditions of its employees and the non-increase of the average market pay gap between workers and administrators. The Non-Executive Directors only receive a fixed remuneration, which is calculated on the basis of their work as Directors and if such is the case, a complement as Member or Chairperson of the Appointments, Remunerations and Corporate Gov- ernance Committee and/or to the Audit, Control and Related Party Transactions Committee. Such amounts are cumulative, except for the Chairman of the Board of Directors who does not receive any complement derived from his role at any Com- mittee. Figures 2021 Below the list of EDPR Directors as of December 31 st 2021, and the amounts paid by EDPR either (i) as remuneration to them or (ii) as fee to EDP under the Management Services Agreement for their services (not remuneration), marked in green, for their functions performed at the Board of Directors level: DIRECTOR REMUNERATION FEES MANAGEMENT SERVICES AGREEMENT EDP-EDPR EXECUTIVE DIRECTORS Miguel Stilwell d’Andrade - 384,000€* Rui Teixeira - 290,000*€ NON-EXECUTIVE DIRECTORS António Gomes Mota 172,500€ - Vera Pinto - 45,000€* Ana Paula Marques - 45,000€* Miguel Setas - 33,750€* Manuel Menéndez Menéndez 60,000€ - Acácio Jaime Liberado Mota Piloto** 60,000€ - Allan J.Katz 60,000€ - Joan Avalyn Dempsey 56,250€ - Rosa García** 48,750€ - José Félix Morgado** 48,750€ - Sub- Total 506,250€ 797,750€* Total 1,304,000€ *These amounts correspond to the service fee paid by EDPR to EDP under the Management Services Agreement for the services rendered in 2021 by such director. In addition, EDPR pays to EDP a 5% of such service fee which is applied to the retirement savings plan of these Directors . **These Directors also received remuneration for their Chairmanship/membership in the Delegated Committees.
216 The amounts paid by EDPR for the Directors that presented their resignation during 2021 for their functions as Members of the Board were as follows: DIRECTOR TOTAL FIXED (€) EXECUTIVE DIRECTORS João Manso Neto 0 Duarte Bello* 5,150€ Spyridon Martinis* 5,150€ Miguel Ángel Prado* 0 NON-EXECUTIVE DIRECTORS Antonio Mexia 0 António Nogueira Leite** 22,500€ Francisco Seixas da Costa** 22.500€ Conceição Lucas** 22.500€ Alejandro Fernández de Araoz Gómez-Acebo 22.500€ TOTAL 100,300€ *Duarte Bello, Spyridon Martinis and Miguel Angel Prado for the relevant period of 2021 corresponding to each of them, received their remuneration as Directors as described on the table above and as Executive Directors and detailed in Section D. **These Directors also received remuneration for their Chairmanship/membership in the Delegated Committees. The total amount paid by EDPR in 2021 either (i) as remuneration and (ii) as fee to EDP under the Management Services Agreement, for the services performed by its Directors as members of its Board was of 1.404.300€, which is below the maximum amount agreed by the Shareholders’ Meeting (2,500,000€). Variable remuneration Conditions The annual variable remuneration has the nature of incentive/performance premium linked to financial and non-financial objectives (linked to the Business Plan and budget) of short-term, evaluated annually, reflecting in the year under analysis and possible repercussion in the following years, being paid in cash. The amount of the annual performance premium shall be determined within three months of the approval of EDPR's accounts at the ordinary General Meeting in each year, by reference to the previous year/annual performance period. Variable annual and variable multi-annual remuneration apply to the Executive Directors. The variable and multiannual re- muneration may range from 0 to 102% over the annual fixed remuneration. • If performance reaches less than 90% of the targets set, there is no place for the allocation of an annual variable component; • If the performance recorded is between 90% and 95% of the targets set, an amount corresponding to a 10% of the fixed reference remuneration shall be due; • If the performance recorded is between 95% and 100% of the targets set, an amount corresponding to a 30% of the fixed reference remuneration shall be due; • If the performance recorded is between 100% and 105% of the targets set, an amount corresponding to a 50% of the fixed reference remuneration shall be due; • If the performance recorded is between 105% and 110% of the targets set, an amount corresponding to a 70% of the fixed reference remuneration shall be due; • If the recorded performance reaches more than 110% of the targets set, an amount corresponding to a 85% of the fixed reference remuneration shall be due.
217 According to the Remuneration Policy in place, the maximum variable remuneration (annual and multi-annual) is applicable if all the above mentioned KPI’s were achieved and the performance evaluation is equal or above 110%. The key performance indicators (KPIs) used to determine the amounts of the annual and multi -annual variable remuneration for each year of the term are proposed by the Appointments, Remunerations and Corporate Governance Committee with the aim of aligning them with the strategic grounds of the Company: growth, risk control and efficiency. For the year 2021 the KPIs were: KEY PERFORMANCE INDICATOR CEO / CFO WEIGHT WEIGHT EDPR RESULTS Total Shareholder re- turn 15% 100% TSR vs. Wind peers & Psi 20 100% 100% Shareholders 80% 60% Operating Cash Flow (€ million) 10% 100% AR/Sell-down + TaxEquity (€ million) 10% 100% EBITDA+ sell downgains (€ million) 10% 100% Net Profit (€ million) 10% 100% Core Opex Adjusted (€ thousand/MW) 10% 100% Projects with FID (% of total ’19-’22 additions in BP) 10% 100% Clients 10% Renewable Capacity Built (in MW) 10% 100% Assets & Operations 10% Technical Energy Availability (%) 5% 100% Capex per MW (€ thousand) 5% 100% Environment & Commnunities 5% Certified MW % 5% 100% Innovation & partners 5% H&S frequency rate (employees + contractors) 5% 100% People Management 10% People Management 10% 100% Remuneration Committee 5% 100% Appreciation Remuneration Committee 100% 100% In line with corporate governance practices, the Remuneration Policy incorporates the deferral for a period of three years of the multi-annual variable remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after the appraisal and which endangers the sustainable performance of the company.
218 Figures 2021 The variable remuneration only applies to Executive Directors, that as of December 31 st 2021 are Miguel Stilwell d’Andrade and Rui Teixeira. As these Directors were appointment in 2021 no variable remuneration was still paid to them for their functions performed at EDPR. Notwithstanding the above, the Executive Board Members that resigned during 2021, received the amounts related to varible remuneration that are referred in Section D, for their services provided in previous years, that were due before their resignation. Non-Monetary Benefits No non-monetary benefits are paid by EDPR to its Board Members, except for a company car for the Chairman of the Board of Directors, that in 2021 corresponded to an amount of €93 488,74 and the retirement savings plan for Executive Directors referred in the following section. Retirement Savings Plan The retirement savings plan applicable to 2021, which is included within the Remuneration Policy applicable for 2021 was defined and proposed by the Appointments, Remunerations and Corporate Governance Committee to the Board of Directors for its submission to the General Shareholder’s Meeting, which approved it on its meeting held on April 12 th , 2021. For the Executive Directors of EDPR (Miguel Stilwell d’ Andrade and Rui Teixeira) it was stablished in a 5% of the fixed fee under the Management Services Agreement. For the year 2021, EDPR paid a fee to EDP under the Management Services agreement of 19,200€ corresponding to the retirement saving plan of Miguel Stilwell d’ Andrade, and of 14,500€ corresponding to the retirement saving plan Rui Teixeira. ii) Remuneration of EDPR Directors for their functions as Members of the Del- egated Committees Conditions In line with Spanish Law and as specifically foreseen in Article 10 of the Company’s Articles of Association, the Board of Directors of EDPR is entitled to create delegated bodies. The Board of Directors of EDPR has set up two committees that are composed exclusively by non-executive and independent members: • Audit, Control and Related-Party Transactions Committee • Appointments, Remunerations and Corporate Governance Committee Except in the case of the Chairperson of the Board of Directors, the directors that are also members/chairperson of the Del- egated Committees receive for these functions a complement to their fixed remuneration as members of the Board.
219 Figures 2021 – Audit, Control and Related Party Transactions Committee Below the list of members of the Audit, Control and Related Party Transactions Committee as of December 31 st 2021, and the amounts paid by EDPR as remuneration to them for the functions performed at this body. The figures below reflect the period of 2021 in which each relevant Director was member of the Committee, provided that Rosa García García, and José Manuel Félix Morgado were appointed on April 12 th , 2021. COMMITEE MEMBER POSITION REMUNERATION Acacio Piloto Chairman 50,000€ Rosa García García Vocal 18,750€ José Félix Morgado Vocal 18,750€ Regarding the members of the Audit, Control and Related Party Transactions Committee that resigned during 2021: Antonio Nogueira Leite received 7,500€ and Francisco Seixas received 7,083€. Figures 2021 – Appointments, Remunerations and Corporate Governance Committee Below the list of members of the Appointments, Remunerations and Corporate Governance Committee as of December 31 st 2021, and the amounts paid by EDPR as remuneration to them for the functions performed at this body. These figures reflect the period of 2021 in which each relevant Director was member of the Committee, provided that Rosa García García, and José Manuel Félix Morgado were appointed on April 12 th , 2021, and that as indicated at the beginning of this section, the Chairman of this Committee, António Gomes Mota, does not receive a complement to its remuneration as Chairperson of the Board for the functions performed at this Committee: COMMITEE MEMBER POSITION REMUNERATION António Gomes Mota Chairperson 0 Rosa García García Vocal 7,500€ José Félix Morgado Vocal 7,500€ Regarding the members of the Appointments, Remunerations and Corporate Governance Committee that resigned during 2021: Conceição Lucas received 5,000€, and Antonio Nogueira Leite and Francisco Seixas received the remuneration for the services to this committee together with the remuneration paid for the services rendered at the Audit, Control and related Party Transactions Committee.
220 B. Alignment of the application of the remuneration with the Remuner- ation Policy adopted. Contribution of the Remuneration Policy to the long-term performance of the Company and criteria taken into ac- count. The remuneration policy adopted by EDPR for 2021 included key elements to enhance a Company’s management perfor- mance not only focused on short-term objectives, but also incorporate as part of its results the interests of the Company and of shareholders in the medium and long term. These elements are: (i) the definition of the indicators in accordance with the 6 clusters, (ii) the relative weight assigned to each KPIs to calculate annual, multiannual variable remuneration (iii) the rele- vance associated with the achievement of such KPIs (iv) the three-year term considered for determining the value of variable multi-annual component of the remuneration (v) the deferral in three years for the payment of the variable multi-annual as recommended by CMVM as a good corporate governance practices, as well as conditioning its payment to the fact of there has not been unlawful actions known after the performance evaluated that may jeopardize the sustainability of the com- pany’s performance, (vi) the use of the qualitative criteria focused on a strategic and medium term perspective of the devel- opment of the Company, and (vii) the existence of a maximum limit for the variable remuneration. C. Performance of the company and remuneration average of the em- ployees 16% 12% 36% 119% -3% 2017 2018 2019 2020 2021 TOTAL SHAREHOLDER RETURN 101,267 101,574 104,851 102,958 101,623 2017 2018 2019 2020 2021 EMPLOYEE AVERAGE REMUNERATION (€)
221 D. Remuneration from other Group Companies The members of the Board of Directors as of end of December 2021 do not receive any payment from any company under EDPR control or subject to EDPR common control. Notwithstanding the above, the following Executive Board Members that resigned during 2021, received the amounts below paid by other Group Companies of EDPR corresponding to the period of 2021 before their resignation: Duarte Bello and Spyridon Martinis up to January 19 th , 2021; and Miguel Angel Prado up to February 22 nd , 2021. DIRECTOR PAYER FIXED VARIABLE ANNUAL VARIABLE MULTI- ANNUAL VARIABLE PLURI- ANNUAL TOTAL Duarte Bello EDP Energías de Portugal, S.A. Sucursal en España 11,878€ 154,534€ 128,975€ 154,425€ 449,812€ Miguel Ángel Prado EDPR North America LLC 67,810$ 191,522$ 263,428$ 217,748$ 740,508$ Spyridon Martinis EDP Energías de Portugal S.A. Sucursal en España 11,878€ 137,791€ - 154,425€ 304,094€ E. Share-allocation and/or Stock Option Plans EDPR does not have any Share-Allocation and/or Stock Option Plans. F. Refund of a variable remuneration In line with corporate governance practices, the Remuneration Policy of EDPR incorporates the deferral for a period of three years of the multi-annual variable remuneration, being the relevant payment conditioned to the lack of any willful illicit action, known after the appraisal and which endangers the sustainable performance of the company. G. Compliance with the applicable Policy during 2021 The remuneration policy for 2021 was applied without exceptions since its approval.
222 Other remunerations i) Remuneration of the Chairman of the General Shareholders’ Meeting In 2021, José António de Melo Pinto Ribeiro chaired one meeting (Extraordinary Shareholders’ Meeting held on February 22 nd ) before the definitive expiration of his mandate, and the remuneration paid for the provision of this services as Chairman of the General Shareholders’ Meeting of EDPR was EUR 15,000. Based on the proposal submitted by the Appointments, Remunerations and Corporate Governance Committee, and given the referred expiration of the mandate of the former Chairman of the Shareholders’ Meeting, in 2021 it was decided to adopt the general practice followed under the personal law of the Company (Spanish one) that allows the Shareholders Meeting to be chaired by the Board of Directors Chairman, approving at the Extraordinary Shareholders’ Meeting held in February 22 nd the related amendment to the bylaws. Therefore, the Ordinary Shareholders’ Meeting held on April 12 th , 2021, was chaired by the Chairperson of the Board of Directors (who in that moment was Miguel Stilwell de Andrade. ii) External Auditor remuneration in 2021 for EDP Renováveis S.A. and subsidiaries According to the Spanish law, the External Auditor (“Auditor de Cuentas”) is appointed by the General Shareholders’ Meet-ing and corresponds to the statutory auditor body (“Revisor Oficial de Contas”) described on the Portuguese Law. As a result of a competitive process launched in 2017, and following the proposal of the Audit, Control and Related Party Transactions Committee to the Board of Directors, PricewaterhouseCoopers Auditores, S.L. was appointed as EDPR SA External Auditor by the Shareholder’s Meeting held on April 3 rd , 2018. PricewaterhouseCoopers Auditores, S.L., is a Spanish Company registered at the Spanish Official Register of Auditors under number S0242 with Tax Identification Number B- 79031290. The renewal of PricewaterhouseCoopers Auditores, S.L. as External Auditor of EDPR SA for years 2021, 2022 and 2023 was approved by EDPR’s Shareholders Meeting on April 12 th , 2021, and the audit partner in charge of EDPR is Iñaki Goiriena. Figures 2021 TYPE OF SERVICE PORTUGAL SPAIN BRAZIL US OTHER TOTAL % Audit and statutory audit of accounts 170,201€ 623,896€ 188,719€ 1,290,216€ 919,016€ 3,192,048€ 94.6% Total audit related services 170,201€ 623,896€ 188,719€ 1,290,216€ 919,016€ 3,192,048€ 94.6% Other non-audit services - 162,307€ 6,000€ - 14,865€ 183,172€ 5.4% Total non-audit related ser- vices - 162,307€ 6,000€ - 14,865€ 183,172€ 5.4% Total 170,201€ 786,203€ 194,719€ 1,290,216€ 933,881€ 3,375,220€ 100% The amount of Other non-audit services in Spain includes, among others, services that refer to the entire Group such as the review of the internal control system on financial reporting and review of the non-financial information related to sustaina- bility included in the EDPR Group’s annual report, which are invoiced to a Spanish companies. This amount also includes the limited review as of March 31 st , 2021, June 30 th , 2021 and September 30 th , 2021 of the EDPR Consolidated Financial State- ments and other reviews for Group consolidation purposes which are considered non-audit services according to the respec- tive local regulation. Total amount for Spain refers to services provided by PricewaterhouseCoopers Auditores S.L.
The Members of the Board of Directors of the Company EDP Renováveis, S.A. DECLARE To the extent of our knowledge, the information referred to in sub-paragraph a) of paragraph 1 of Article 245 of Decree-Law no. 357-A/2007 of October 31 st , in sub-paragraph a) of paragraph 1 of Article 8 of the Royal Decree 1362/2007 of October 19 th , and other documents relating to the submission of annual accounts required by current regulations (including, among others, article 253 of the Spanish Companies’ Act and article 34 of the Spanish Commercial Code), have been prepared in accordance with applicable accounting standards and principles, reflecting a true, faithful and appropriate view of the equity, assets, liabilities, financial position and results of EDP Renováveis, S.A. and the management report fairly presents the business evolution, the performance, the business results and the position of EDP Renováveis, S.A., containing a description of the principal risks and uncertainties that it faces. That the Individual Annual Financial Statements and the Individual Management Report submitted were drawn up by the Board of Directors following the single electronic reporting format requirements set under the Commission Delegated Regulation (EU) 2019/815 of December 17 th , 2018, at its’ meeting held on February 15 th ,2022. Madrid, February 15 th , 2022. Antonio Sarmento Gomes Mota Chairman Miguel Stilwell de Andrade Vice Chairman Rui Manuel Rodrigues Lopes Teixeira Director Vera de Morais Pinto Pereira Carneiro Director Ana Paula Garrido de Pina Marques Director Miguel Nuno Simões Nunes Ferreira Setas Director Manuel Menéndez Menéndez Director Acácio Jaime Liberado Mota Piloto Director
Allan J. Katz Director Rosa María García García Director José Manuel Félix Morgado Director