Fundación EDPBylaws

The EDP FOUNDATION is hereby established, which shall be governed by these bylaws, by Act 50/2002, of 26 December, and by the other applicable provisions.

The Foundation shall have its own legal standing and full capacity to act, pursuant to what is established in current legislation.

The purpose of the Foundation is to promote, develop and support sports, environmental, educational, technological, scientific, cultural and social initiatives, and those to defend the heritage and to promote the study, conservation and dissemination of the technological, scientific and cultural heritage related to energy, and other similar purposes, in the sphere of the activities performed by the EDP Group.

The registered office of the Foundation is established at Plaza de la Gesta 2, Oviedo.

The Foundation may have offices or delegations anywhere in Spain or abroad, where the EDP Group operates.

The Foundation shall preferably carry out its activities in Spain, but may do so in other countries, provided that the legal requirements in each case are met and the prior agreement is obtained of its Board of Trustees.

The Foundation is incorporated for an indefinite term.

The capital of the Foundation stands at FOUR HUNDRED FIFTY THOUSAND SEVENTY HUNDRED AND EIGHTY EUROS (450,780), which shall be contributed as follows by the founding partners: EDP Energías de Portugal S.A., Sucursal en España, the sum of ONE HUNDRED AND FIFTY THOUSAND AND SIXTY EUROS (150,260), Hidroeléctrica del Cantábrico, S.A., the sum of ONE HUNDRED AND FIFTY THOUSAND TWO HUNDRED AND SIXTY EUROS (150,260), Naturgas Energía Grupo, S.A., the sum of SEVENTY-FIVE THOUSAND ONE HUNDRED AND THIRTY EUROS (75,130) and EDP Renováveis, S.A., the sum of SEVENTY-FIVE THOUSAND ONE HUNDRED AND THIRTY EUROS (75.130), and it may be expanded with those contributions that the founding parties or any individual or legal entity may make in the future.

Each year, when preparing the budget, the Board of Trustees shall set, according to the circumstances at any given time, the application of the available funds, which shall not be lower than 70 per cent of the revenue or any other net income, that, after deducting taxes, the Foundation obtains. The fund shall always be applied pursuant to the purpose of the foundation, but with the order of priorities agreed by the Board to be the most achievable.

The governing and representative body of the Foundation is the Board of Trustees. It is tasked with complying with the objectives and goals of the Foundation and administer the assets and rights that make up the equity of the Foundation, while fully ensuring their performance and usefulness, and, in general, with performing any administration and management acts deemed relevant for the purposes of the Foundation, without prejudice to the powers granted to the Chair of the Board of Trustees in Article 14.

The Board of Trustees shall establish, with unlimited authority and pursuant to current legislation, the use of its resources to accomplish the purpose of the Foundation and is empowered to carry out any formalities, acts and activities and enter into any activities deemed necessary to comply with its objectives. The members of the Board of Trustees shall receive no fees for performing their functions.

The Board of Trustees is made up of the Chair and by a minimum of nine and a maximum of fifteen Members, appointed to their posts by the Board of Directors of Hidroeléctrica del Cantábrico, S.A., of Naturgas Energía Grupo, S.A. and of EDP Renováveis S.A., and by the Executive Committee of EDP Energías de Portugal S.A., Sucursal en España, for a five-year period. They may be re-elected one or more times for equal terms.

The Board of Trustees may elect a Deputy Chairman from its members and shall appoint the Secretary of the Foundation, who shall not have the status of Board Member.

Any vacancies, as they occur, shall be covered as agreed by the Board of Directors of Hidroeléctrica del Cantábrico, S.A., of Naturgas Energía Grupo, S.A. and of EDP Renováveis S.A., and of the Executive Committee of EDP Energías de Portugal S.A., Sucursal en España, who shall always be responsible for appointing the Chair. The Chair shall be taken, in the case of the Chairman being unable to attend, by the Deputy Chairman, and the Secretary by the Member chosen for that purpose by the Board of Trustees.

The post on the Board of Trustees, should it be held by individuals, shall be exercised in person. Excepted from the above are those persons called upon to carry out that duty, as applicable, due to the posts that they hold, in which case the appropriate substitute may act on their behalf.

The Board of Trustees shall meet as often as deemed necessary, pursuant to current legislation, and when duly convened by the Chair, either on his initiative or at the request of two of its members.

The absolute majority of the members of the Board shall be present for a quorum and the agreements shall be taken by the absolute majority of the members present at the meeting.

The Board of Trustees may establish an Executive Committee from among its members, consisting of the Chair, or any member of the Board of Trustees that the Chair delegates, and the number of Members that he deems appropriate, as the permanent body to which all the powers of the Board of Trustees may be delegated, except for approving the financial statements and the budget, any others that require the authorisation of the Foundations Commission and, in general, those that cannot be delegated by law.

The Chair of the Board of Trustees is tasked with:

1. Convening, chairing and running the extraordinary and ordinary meetings of the Board, by signing its minutes and approving the certifications issued and adopting as many measures as necessary to implement the agreements of the governing board.
2. Opening, using and closing loan and current accounts, savings accounts, term deposits and, any general, any type of banks deposits, signing for that purpose any policies and private or public documents as necessary; receive income, interest, dividends and any type of yields from the assets of the Foundation, deal with payments and receipts, issue, accept, endorse, collect, pay and challenge bills of exchange and bankers’ drafts, cheques and receipts.
3. Representing the Foundation before any type of Tribunal, Court, labour tribunals, entities, corporations, authorities and civil servants of any rank, stages and jurisdictions, and may appear and be party to judicial proceedings, actively or passively filing or bringing actions, claims and exceptions of any type, in all their instances, motions and resources, abandoning, suspending, extinguishing or reaching settlements in them; issuing, receiving and implementing notary and court notifications and summons, and granting general and special powers of attorney, to barristers and solicitors, and revoking them as deemed necessary.
4. Delegating the powers in sections b) and c) above to those people deemed appropriate to the Foundation. The exercising of the aforementioned powers is subject to what is established in Act 50/2002, of 26 December, or any future legislation that replaces it.

The duties of the Secretary are to:

1. Keep the books of the Foundation, whether they are minutes, records or of any other class, except for the accounting records.
2. Dealing with the correspondence of the Foundation, under the guidance of the Chair of the Governing Board, filing said correspondence and the documents of the Foundation.
3. Issuing the minutes of the meetings of the Governing Board of the Board of Trustees and issuing the relevant certificates, with the approval of the Chair.
4. Keeping the inventory of the assets of the Foundation with the relevant acquisitions and disposals.

The Board of Trustees may appoint a Management Committee, with the composition that it freely decides. The Committee shall be tasked with the routine management duties of the Foundation, in order to achieve its objectives.

Its duties shall be to:

1. Ensure the implementation of the plan of activities of the Foundation, in accordance with the established budget.
2. Carry out the acts or other tasks entrusted by the Board of Trustees to the Management Committee.
3. Keep the records and ensure that the services of the Foundation run smoothly.
4. Acquire tangible assets and contract the necessary services for the smooth running of the Foundation, within the limits defined by the Board.
5. Manage the human resources of the Foundation.
6. Represent the Foundation before third parties to carry out the formalities envisaged herein.

The Board of Trustees may appoint, and may revoke, a Director of Foundation, who may attend the meetings of the Board in an advisory capacity but not entitled to vote.

His duties shall be to:

1. Enforce and development the agreements of the Board, in the broadest terms.
2. Prepare the plan of activities of the Foundation, the draft annual budget and oversee its implementation.
3. Keep the accounts and the accounting records of the Foundation.
4. Jointly with any of the members of the Board of Trustees, open and use current accounts, receive income and dividends and any type of yields of the Foundation, make and collect payments and approve settlements.

The replacement, recalling and removal of the Trustees shall be pursuant to Article 18 of Act 50/2002, of 26 December, or any future one that replaces it.

The Foundation may enter into agreements and conventions with other private and public institutions, with similar or the same objectives, to accomplish the best performance of what is envisaged herein.

As regards its accounting, the Foundation shall keep the records envisaged in current legislation.

The financial year shall be annual and shall coincide with the calendar year.

Annually, the Board of Trustees of the Foundation shall produce the inventory, balance sheet and the income statement, which are a true reflection of the equity, financial and economic situation of the Foundation, and shall prepare a report covering the activities of the foundation and the of the economic management, which shall include the Statement of Source and Application of Funds, along with the exact degree of compliance of the purpose of the Foundation. The report shall likewise specify any fluctuations in equity and any changes in its representations, management and governing bodies, along with the degree of compliance of the plan of action. The governing body of the Foundation shall likewise settle the income and expenses budget for the previous year.

The Chair, or, where applicable, the designated Director of the Foundation, shall draw up the Financial Statements, comprising the Balance Sheet, the Profit and Loss Account and the Report, which shall be approved within six months of year end by the Board of Trustees of the Foundation.

The Financial Statements shall be approved by the Board of Trustees of the Foundation and shall be submitted to the Foundations Commission within ten working days of its approval, along with, where applicable, the auditors' report.

The Board shall likewise produce and submit to the Foundations Commission in the last three months of each year the budget for the following year, along with an explanatory report and a plan of action.

The Board of Trustees may amend these Bylaws as it seems fits, in line with what is envisaged in current legislation for those cases, but shall require the prior authorisations of the Boards of Directors of HC, NGE and EDP Renováveis and of the Executive Committee of EDP Sucursal to amend Article 11 of these Bylaws.

The Foundation shall be wound up pursuant to Article 21 of Act Act 50/2002, of 26 December, or any future legislation that replaces it, and the liquidation shall be carried out in accordance with the terms envisaged therein.

The assets and rights resulting from the liquidation shall be allocated to foundations or private non-profits with the same general objectives and whose assets are compromised, even in the case of their liquidation, in order to achieve those.

The Broad of Trustees shall designate those foundations or entities at the time of the liquidation.