|
Title
of Each Class of
Securities
to be Registered
|
Amount
to be
Registered
|
Proposed
Maximum
Aggregate
Price Per Unit*
|
Proposed
Maximum
Aggregate
Offering Price**
|
Amount
of
Registration
Fee
|
|
American
Depositary Shares evidenced by American Depositary Receipts, each
American
Depositary Share representing ten Ordinary Shares of EDP-Energias
de
Portugal, S.A.
|
N/A
|
N/A
|
N/A
|
N/A
|
|
* Each
unit represents one American Depositary Share.
** Estimated
solely for the purpose of calculating the registration fee. Pursuant
to
Rule 457(k), such estimate is computed on the basis of the maximum
aggregate fees or charges to
be imposed in connection with the issuance of receipts evidencing
American
Depositary Shares.
|
||||
|
Item
Number and Caption
|
Location
in Form of American Depositary Receipt
(“Receipt”)
|
|||
|
Filed
Herewith as Prospectus
|
||||
|
1.
|
Name
of depositary and address of its principal executive
office
|
Face
of Receipt, Introductory article and bottom center
|
||
|
2.
|
Title
of Receipts and identity of deposited securities
|
|||
|
Terms
of Deposit:
|
Face
of Receipt, Top center
|
|||
|
(i)
|
The
amount of deposited securities represented by one American Depositary
Share
|
Face
of Receipt, Upper right corner
|
||
|
(ii)
|
The
procedure for voting, if any, the deposited securities
|
Paragraphs
(15) and (16)
|
||
|
(iii)
|
The
collection and distribution of dividends
|
Paragraphs
(7), (10), (11), (14) and (15)
|
||
|
(iv)
|
The
transmission of notices, reports and proxy soliciting
material
|
Paragraphs
(5), (11), (13), (15) and (16)
|
||
|
(v)
|
The
sale or exercise of rights
|
Paragraphs
(6), (7), (9), (14) and (15)
|
||
|
(vi)
|
The
deposit or sale of securities resulting from dividends, splits or
plans of
reorganization
|
Paragraphs
(7), (9), (14) and (17)
|
||
|
(vii)
|
Amendment,
extension or termin-ation of the deposit arrangements
|
Paragraphs
(21) and (22) (no provision for extensions)
|
||
|
(viii)
|
Rights
of holders of Receipts to inspect the transfer books of the depositary
and
the list of holders of Receipts
|
Paragraph
(13)
|
||
|
(ix)
|
Restrictions
upon the right to deposit or withdraw the underlying
securities
|
Paragraphs
(2), (3), (5), (5), (6) and (8)
|
||
|
(x)
|
Limitation
upon the liability of the depositary
|
Paragraphs
(18) and (19)
|
||
|
3.
|
Fees
and charges which may be imposed directly or indirectly against holders
of
Receipts
|
Paragraphs
(7) and (10)
|
||
|
Item
2.
AVAILABLE INFORMATION
|
Paragraph
(13)
|
|
(a)(1)
|
Amended
and Restated Deposit Agreement, dated as of September 18, 2006,
by and
among EDP-Energias de Portugal, S.A., Deutsche Bank Trust Company
Americas, as successor depositary (the “Depositary”),
and all Holders and Beneficial Owners from time to time of American
Depositary Shares evidenced by American Depositary Receipts issued
thereunder. - Previously
filed.
|
|
(a)(2)
|
Form
of Amendment to Amended and Restated Deposit Agreement (including
the form
of American Depositary Receipt to be issued thereunder, attached
as
Exhibit A thereto). Filed herewith as Exhibit (a)(2).
|
|
(b)
|
Any
other agreement to which the Depositary is a party relating to the
issuance of the American Depositary Shares registered hereunder or
the
custody of the deposited securities represented thereby. - Not
Applicable.
|
|
(c)
|
Every
material contract relating to the deposited securities between the
Depositary and the Company in effect at any time within the last
three
years. - Not Applicable.
|
|
(d)
|
Opinion
of counsel to the Depositary as to the legality of the securities
being
registered. - Previously
filed.
|
| (e) |
Certification
under Rule 466. - Filed herewith as Exhibit
(e).
|
|
(f)
|
Powers
of Attorney for certain officers and directors and the authorized
representative of the Company. - Set forth on the signature pages
hereto.
|
|
(a)
|
The
Depositary hereby undertakes to make available at the principal office
of
the Depositary in the United States, for inspection by holders of
the
American Depositary Receipts, any reports and communications received
from
the issuer of the deposited securities which are both (1) received
by the
Depositary as the holder of the deposited securities and (2) made
generally available to the holders of the underlying securities by
the
issuer.
|
|
(b)
|
If
the amounts of fees charged are disclosed in the prospectus, the
Depositary under-takes to prepare a separate document stating the
amount
of any fee charged and describing the service for which it is charged
and
to deliver promptly a copy of such fee schedule without charge to
anyone
upon request. The Depositary under-takes to notify each registered
holder
of an American Depositary Receipt 30 days before any change in the
fee
schedule.
|
|
Legal
entity created by the Deposit Agreement for the issuance of American
Depositary Receipts evidencing American Depositary Shares, each
representing ten Ordinary Shares, each of EDP-Energias de Portugal,
S.A.
|
||
|
Deutsche
Bank Trust Company Americas, solely in its capacity as
Depositary
|
||
|
By:
|
/s/Clare
Benson
|
|
|
Name:
Clare Benson
|
||
|
Title:
Vice President
|
||
|
By:
|
/s/Jane
Taylor
|
|
|
Name:
Jane Taylor
|
||
|
Title:
Vice President
|
||
|
EDP-Energias
de Portugal, S.A.
|
||
|
By:
|
/s/Mr.
António Luís Guerra Nunes Mexia
|
|
|
Name:
Mr. António Luís Guerra Nunes Mexia
|
||
|
Title:
Chief Executive Officer and Executive
Director
|
||
|
Signatures
|
Capacity
|
|
|
/s/Mr.
António Luís Guerra Nunes Mexia
|
Chief
Executive Officer and
|
|
|
Mr.
António Luís Guerra Nunes Mexia
|
Executive
Director
|
|
|
/s/Mrs.
Ana Maria Machado Fernandes*
|
Executive
Director
|
|
|
Mrs.
Ana Maria Machado Fernandes
|
||
|
/s/Mr.
António Martins da Costa*
|
Executive
Director
|
|
|
Mr.
António Martins da Costa
|
||
|
/s/Mr.
António Manuel Barreto Pita de Abreu*
|
Executive
Director
|
|
|
Mr.
António Manuel Barreto Pita de Abreu
|
||
|
/s/
Mr. João Manuel Manso Neto .
|
Executive
Director
|
|
|
Mr.
João Manuel Manso Neto
|
|
/s/Mr.
Jorge Manuel Pragana da Cruz Morais*
|
Executive
Director
|
|
|
Mr.
Jorge Manuel Pragana da Cruz Morais
|
||
|
/s/Mr.
Nuno Maria Pestana de Almeida Alves*
|
Chief
Financial Officer
|
|
|
Mr.
Nuno Maria Pestana de Almeida Alves
|
||
|
/s/Donald
J. Puglisi
|
Authorized
Representative in the United States
|
|
|
Donald
J. Puglisi
|
|
Exhibit
Number
|
|
|
(a)(2)
Form of Amendment to Deposit Agreement
(e)
Rule 466 Certification
|