1.1 ›

MESSAGE FROM THE CHAIRMAN

Carrying out a review at the end of the year is a mandatory task that all managers should undertake, regardless of the size, or complexity of their responsibilities.

 

Anyone who follows our company knows that a year without a relevant failure, in any of the integrated services of the national energy transmission concessions, is a good year for REN.

All of our employees understand this priority clearly and see it as their main goal.

With regard to operations, 2015 was a year in which we efficiently and effectively dealt with all demands, whether in the area of new projects, maintenance or in emergency situation response. In general, and particularly in the field of electricity and gas system management, we fully met our domestic and international responsibilities with standards of quality and efficiency, which place us among the best transmission system operators internationally. REN is recognized among its peers for its know-how and last year was no exception. In a year with poor rainfall and less wind than usual, the contribution of renewable energies in the overall energy mix was below that of 2014.

As a result, there was a greater use of fossil fuels and the consumption of natural gas for electricity production increased by 242%.

This, in turn, led to greater use of our gas transmission infrastructure. However, our work is not limited to just the operational side of the business, and without wishing to go into too much detail, I'd like to highlight just a few of the most important events, which will be reviewed in greater detail in this report:

Financial Rating – the consistency of the Company's results and the excellence of our performance have been internationally recognized. This meant that in 2015, REN was the only Portuguese company with an investment rating from the three main international ratings agencies (Standard & Poor's, Moody's and Fitch).

Certification – REN – Rede Eléctrica Nacional, S.A and REN – Gasodutos, S.A. were certified by ERSE as the national electricity transmission system operator and natural gas transmission system operator, respectively, under full ownership unbundling.

Approved PCI Projects – three development projects for the REN Electricity and Natural Gas Transmission System were re-confirmed as Projects of Common Interest (PCI) by the European Commission. In the area of natural gas, the selected project for the 3rd Portugal – Spain interconnection, while the two projects in the area of electricity were in the categories of European energy market development and integration of renewable energies. These projects will be undertaken when the necessary approvals are issued by the competent public authorities.

Natural gas storage caverns – with the conclusion of the acquisition of the Galp Energia concession, REN now owns all of the natural gas underground storage infrastructure currently operated in Portugal.

In 2015, REN net income grew by approximately 3% over the previous year. Other relevant and extraordinary factors in 2015 provided a positive contribution including the lowering of financing costs and the sale of the stake in Enagás. On the negative side, we were affected by the continued Extraordinary Levy on the Energy Sector (CESE).

During 2015, we maintained our commitment to local communities through initiatives of environmental preservation and social support, promoting innovation and development through the work of R&D Nester (an R&D partnership between REN and CEPRI, a subsidiary of our shareholder State Grid). REN Award, on its 20th anniversary, continued to single out the best master's theses on energy produced in Portuguese universities.

In 2015, we reiterated our ongoing commitment to the defence of the principles set out in the United Nations Global Compact.

We foster and believe in a motivating and challenging working environment for everyone at REN. With respect to integration and gender equality, we have made important progress, year after year.

I would like to thank our employees, the Board of Directors and our shareholders for their permanent support and drive, allowing us to continue the work which is of vital importance for our community.

02 ›

APPROACH (TO REPORT)

This report brings together the information required to meet our commitments and legal financial reporting obligations as well as our commitments to sustainability reporting. The aim of the report is to provide transparent information on economic, social and environmental issues which have been identified as most relevant to the company and its stakeholders. It also deals with corporate governance and ethics during 2015. Since 2010, REN has combined financial and sustainability reporting in a single document which is issued every year.

The consolidated and individual financial statements were approved by the Board of Directors at their meeting of 17 of March 2016. The remainder of this report was also generally approved by the Board in 2016. It is the Board of Directors’ opinion that the information in this report accurately reflects the financial position of the Group and its different subsidiary companies and provides a balanced overview of its present situation, policies, organization, practices and operating results in areas of sustainability considered to be most relevant in compliance with the reference Standards and Directives as implemented.

This report is complemented by the following publicly available information:

  • Sustainability Brochure 2015
  • Corporate Website (www.ren.pt)

 

FINANCIAL REPORTING

Consolidated financial statements were drawn up on the assumption of continuity of operations and are based on the accounting books and records of the companies included in the consolidation (Note 6). This accounting information is maintained in accordance with accountancy standards in effect in Portugal, adjusted during the consolidation process so that the consolidated financial statements are in accordance with International Standards on Financial Reporting as implemented throughout the European Union, in effect for financial years starting on 1 January 2014. Both the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) as well as the International Accounting Standards (IAS), issued by the International Accounting Standards Committee (IASC) and respective interpretations – SIC and IFRIC, issued by the International Financial Reporting Interpretation Committee (IFRIC) and Standard Interpretation Committee (SIC), which have been implemented in the EU, should be understood as forming part of the abovementioned standards.

Individual financial statements were drawn up in accordance with Portuguese law, including Decree-Law No 158/2009 of 13 July 2009 and also in accordance with the structural concept, accountancy, financial reporting and other requirements (the accountancy principles generally accepted in Portugal).

For further information on the principles and rules followed for financial information, please see Chapter 6.

The accounts were audited by Deloitte & Associados, SROC S.A.

 

SUSTAINABILITY REPORTING

This report, as with previous reports, was drawn up in accordance with GRI (Global Reporting Initiative) guidelines, the international standard for the development of sustainability models. The G4 version of the guidelines was adopted for the first time and in accordance with the conformity option ‘broad based’. Following GRI guidelines, an analysis was conducted of the materially relevant areas which provided the focus of the report on social, environmental and economic issues.

REN respects the commitment arising from having joined, in 2005, the United Nations Global Compact (UNGC) initiative to provide information on its progress in implementing the ten principles regarding human rights, employment protection, environmental protection and anti-corruption measures This report is also the vehicle for this information and as such, the correspondence table between the content of this report and the GRI and UNGC references is included. Further information on the UNGC initiative can be consulted on the REN website1.

It is REN’s aim to meet the principles set out in Standard AA1000APS (inclusion, materiality and relevance). This report also demonstrates how these principles are incorporated into the management of our business, more specifically with regard to the information in Chapter 5.

In order to verify the sustainability information presented in this report, REN was supported by PricewaterhouseCoopers Associados SROC, Lda (PwC), who conducted an independent check in accordance with the principles of Standard ISAE 3000 (International Standard on Assurance Engagements 3000). PwC also took into consideration Standard AA1000AS (Accountability 1000 Assurance Standard – 2008), GRI G4 and the Standard AA1000APS (Accountability Principles Standard – 2008). This check provides a limited guarantee level of reliability.

 

COVERAGE

This report covers the financial and sustainability performance of all REN Group companies from 1 January 2015 to 31 December 2015.

 

MATERIAL AREAS

In accordance with GRI G4 requirements, this report focuses mainly on the issues identified as relevant in the materiality analysis. In line with GRI recommendations, REN listened to its stakeholders and took into consideration other external and internal factors such as peer sustainability references and reports. This material was used to sample materially relevant topics for purposes of sustainability management. This resulted in a new sustainability strategy for the 2014-2016 period based on three pillars – economic, environmental and social. These pillars provided the basis for determining the areas of sustainability seen as relevant for the purposes of this report.

Material topics were considered to be environmental policy/environmental management systems, safety, reliability, quality and supply security, health and safety at work, impact on communities, prevention of climate change and the management of human capital and diversity. Other topics included were economic performance, respect for human rights – control tools and demand management.

 

Further information on this process is available in the chapter on sustainability and in the GRI Table in this report, where material areas are also duly identified and addressed.

REN MATERIAL AREAS FOR REPORTING PURPOSES WHICH DO NOT CORRESPOND DIRECTLY TO ANY OF THE PRIORITY AREAS OF THE REN SUSTAINABILITY STRATEGY, ALTHOUGH THEY MAY PARTIALLY OVERLAP SOME OF THESE AREAS:

  • Economic Performance
  • Respect for human rights – control tools
  • Demand management


REN MATERIAL AREAS FOR MANAGEMENT PURPOSES (PRIORITY AREAS OF THE REN SUSTAINABILITY STRATEGY):

  • Safety, reliability, quality and supply security
  • Management of human capital and diversity
  • Health and safety at work
  • Environmental policy/Environmental management systems
  • Prevention of climate change
  • Impact on communities


REN MATERIAL AREAS FOR SUSTAINABILITY REPORTING PURPOSES:

  • Safety, reliability, quality and supply security
  • Management of human capital and diversity
  • Health and safety at work • Environmental policy/Environmental management systems
  • Prevention of climate change
  • Impact on communities
  • Economic Performance
  • Respect for human rights – control tools
  • Demand management

 

CONTACTS

For further information, please contact: sustentabilidade@ren.pt and ir@ren.pt  

FINANCIAL INDICATORS

49,0TWh


ELECTRICITY CONSUMPTION

52,2TWh


NATURAL GAS CONSUMPTION

SOCIAL INDICATORS

620


EMPLOYEES

18.644,4


HOURS OF TRAINING

ENVIRONMENTAL INDICATORS

77.000


TREES PLANTED

221


STORK NESTS TRANSFERED

1 www.ren.pt 

3.1 ›

REN PROFILE

REN’S CORE BUSINESS IS THE MANAGEMENT OF ENERGY TRANSMISSION SYSTEMS, BEING PRESENT IN THE ELECTRICITY AND NATURAL GAS MARKETS.

 

REN is one of the few operators in Europe with this characteristics:

  • In electricity, through the transmission of very high voltage and the overall technical management of the national electricity system. REN – Rede Eléctrica, S.A., a company wholly owned by REN, is the public service concessionaire for a period of 50 years, a situation which has been in effect since 2007.
  • In natural gas, through the high pressure transmission and the overall technical management of the national natural gas system, from the reception, storage and regasification of liquefied natural gas to the underground storage of gas. REN Gasodutos, S.A., REN Atlântico – Terminal de GNL, S.A. and REN Armazenagem, S.A., respectively are REN Group companies and have been public service concessionaires since 2006, for a period of 40 years.

Through REN Trading, S.A., REN manages the energy to be acquired from two electrical power producing centres, as part of energy acquisition contracts which were not subject to early termination.

Since 2002, REN has also been present in the telecommunications sector through RENTELECOM – Comunicações, S.A., established with the aim of using the surplus capacity of the telecommunications networks which are vital to electricity and natural gas transmission and particularly with regard to the management and control of electricity and gas systems.

In October 2010, the Portuguese state awarded Enondas, Energia das Ondas, S.A., a company wholly owned by REN, a concession for wave energy production in a pilot area to the north of S. Pedro de Moel. The concession has been granted for a period of 45 years and includes authorization to build the infrastructures required to implement the connection to the public power grid.

Group business functions are conducted by REN Serviços, S.A. (REN Serviços) more specifically, this includes support functions for the concessionaires and back-office functions. In addition to this support work, REN Serviços also operates as a commercial extension of REN, providing consultancy and/or engineering services to third parties within the energy sector.

SINES
Storage tank

CORPORATE HOLDINGS

Further to the agreement between Portugal and Spain on the creation of an Iberian electricity market, REN has:

a) a stake of 40% in the share capital of OMIP – Operador do Mercado Ibérico (Portugal), SGPS, S.A. (which in turn holds 50% of the share capital of OMIP – Operador do Mercado Ibérico de Energia (Pólo Português), Sociedade Gestora de Mercado Regulamentado, S.G.M.R., S.A. (which in turn holds 50% of OMI CLEAR – Sociedade de Compensação de Mercados de Energia, S.G.C.C.C.C., S.A.) and 50% of OMI – Pólo Español S.A. (OMIE)); and

b) a stake of 10% in the share capital of OMEL – Operador del Mercado Ibérico de Energía, Polo Español, S.A., the Spanish law company which is the counterpart of OMIP – Operador do Mercado Ibérico (Portugal), SGPS, S.A. which also holds 50% of the share capital of MIBGAS, S.A.

 

Through these stakes in the share capital of OMIP – Operador do Mercado Ibérico (Portugal), SGPS, S.A. and OMEL – Operador del Mercado Ibérico de Energía, Polo Español, S.A. – whose subsidiaries OMIP – Operador do Mercado Ibérico de Energia (Pólo Português), Sociedade Gestora de Mercado Regulamentado, S.G.M.R., S.A. and OMI – Polo Español S.A. (OMIE) support the Iberian electricity market, REN works in the Iberian Peninsula energy market.

240.4 M€

INVESTMENT

In addition to these stakes, REN also has relevant positions in other companies. This includes stakes in Coreso, SA, a company working in the Regional Security Coordination Initiative (RSCI), which collaborates with different European TSOs and other RSCIs, in which REN – Rede Eléctrica Nacional, S.A. now has a stake of 10%. REN also has participations in Hidroeléctrica de Cahora Bassa, S. A., where REN has a 7.5% stake, Red Eléctrica Corporatión, S.A. where REN Serviços, S.A. holds 1% of the share capital and MEDGRID SAS where REN holds 8% of the share capital.

3.585,8 M.

RAB MÉDIO

0,3%

ANNUAL VARIATION IN ELECTRICITY CONSUMPTION

15,3%

VARIATION IN NATURAL GAS CONSUMPTION

4.1 ›

ECONOMIC

4.1.1 › ENVIRONMENT

WORLD ECONOMY1

The recovery of the global economy continued in 2015, with an expected growth in economic activity of +3.1% (vs. +3.3% in 2014). Underlying this recovery are different rates of growth among developed and emerging economies.

In the case of developed economies, a slight improvement can be seen in the rate of growth, with a forecast of +2.0% in 2015 vs. +1.8% in 2014. Contributing to this performance is the improvement of the European Union growth (+1.9% in 2015 vs. +1.4% in 2014), with special focus on the Euro Zone, where the rate of growth is expected to reach +1.6% in 2015 (vs. +0.9% in 2014). Despite the acceleration seen in most EU countries, these performances are counterbalanced by some situations of slowdown in economic growth, as is the case with the UK (+2.5% in 2015 vs. +2.9% in 2014). Outside the EU, the US shows a slight increase in economic recovery (+2.6% in 2015 vs. +2.4% in 2014), achieved through a solid contribution from domestic demand, investment, public expenditure and continued improvements in the labour market. In the case of Japan, after a year of economic contraction (-0.1% in 2014), modest economic growth returned (+0.7% forecasted in 2015), although severely affected by the drop in private consumption.

The improvement seen in developed economies is not yet sufficient to offset the decreasing rate of growth in emerging economies (+3.9% em 2015 vs. +4.5% in 2014). This fall is especially influenced by a slowdown in Asian countries growth (+5.9% in 2015 vs. +6.3% in 2014, excluding Japan). Also contributing to this fall are the recession in Russia (-3.7% in 2015 vs. +0.6% in 2014), caused by the combined effect of economic sanctions and the drop in oil prices; the stagnation in Latin America (+0.4% in 2015 vs. +1.2% in 2014), strongly influenced by the recession in Brazil (-2.6% in 2015 vs. +0.1% in 2014) and the slowdown in the sub-Saharan markets of Africa (+4.4% in 2015 vs. +4.9% in 2014).

 

EURO ZONE2

The Euro Zone’s economic recovery, which started in 2014, was further strengthened in 2015, with an estimated growth of +1.6%. This figure is still below the average of the European Union and other developed economies.

Growth in the Euro Zone is grounded on factors such as the decrease of oil prices, the drop of the Euro value and expansionist monetary policies by the European Central Bank. Significant increases were seen in the rate of growth of private consumption (+1.7% in 2015 vs. +0.8% in 2014) and investment (+2.3% in 2015 vs. +1.3% in 2014), as well as a stable growth in public consumption (+1.0% in 2015 vs. +0.9% in 2014), the aggregate effect of which is reflected in a significant contribution of domestic demand to GDP growth (+1.4 p.p. in 2015). Imports grew an expected +5.4% in 2015 (vs. +4.5% in 2014) and exports reached +5.2% (vs. +4.1% in 2014), resulting in a slightly positive net exports contribution to GDP growth (+0.1 p.p.). Unemployment continued on its downward trend, standing at an estimated +11.0% in 2015 vs. +11.6% in 2014.

 

INTEREST RATES 3, 4 

During 2015, the European Central Bank reference rate remained at an historic low of +0.05%, a figure going back to September 2014. Euribor rates maintained a downward trend, having reached negative values for some maturities: on 31 December 2015, Euribor rates for 3, 6 and 12 months stood at -0.131% (vs. +0.078% at the end of 2014), -0.040% (vs. +0.171%) and +0.060% (vs. +0.325%), respectively.

Based on signs of improvement in the north American market, the US Federal Reserve raised the Fed Funds Target Rate in December 2015. Thus the reference rate increased to 0.25%-0.5%, replacing a previous range of 0%-0.25%, which had remained unchanged since 2008.

THE PORTUGUESE ECONOMY5

In 2015, Portugal continued to improve the rate of economic recovery seen in the previous year. The domestic economy grew an expected +1.7% in 2015 (vs. +0.9% in 2014), based on greater investment (+5.6% in 2015 vs. +2.8% in 2014) and private consumption (+2.6% in 2015 vs. +2.2% in 2014) and also supported by an inversion in public consumption growth (+0.5% in 2015 vs. -0.5% in 2014). Therefore, domestic demand gave a significant contribution to GDP growth, of around +2.3 p.p.

This drive in domestic demand led to an estimated increase in imports at a slightly lower rate than the preceding year (+6.7% in 2015 vs. +7.2% in 2014), while exports continued to grow (+5.3% in 2015 vs. +3.9% in 2014). The combined effect of these performances reflect an expected net exports contribution of -0.5 p.p. to the GDP growth rate.

With regard to public accounts, consolidation efforts continued to reduce the public deficit to levels allowed by the European Union Stability and Growth Pact (3% or below). The estimated deficit for 2015 is around 3.0% of GDP, a decrease from the 2014 deficit of 4.5%6. The weight of public debt in GDP should reverse its upward trend, dropping from 130.2% in 2014 to an estimated 128.2% in 2015.

The rate of unemployment continued to fall, and is expected to drop to 12.6% in 2015 vs. 14.1% in 2014.

PORTUGAL CONTINUED TO IMPROVE THE RATE OF ECONOMIC RECOVERY

+1,7%

GROWTH IN THE DOMESTIC ECONOMY

+2,6%

GROWTH IN PRIVATE CONSUMPTION

1 Source: European Commission: European Economic Forecast, Autumn 2015
2 Source: European Commission: European Economic Forecast, Autumn 2015 – Euro Zone
3 Source: ECB and FED reference rates (www. ecb.int; www.federalreserve.gov)
4 Source: European Money Markets Institute
5 Source: European Commission: European Economic Forecast, Autumn 2015 – Portugal; IGCP – Presentation to Investors – January 2016
6 The deficit of 4.5% in 2014 and 3.0% in 2015 do not include the extraordinary effects of Novo Banco and Banif banks capitalisation. If these were to be included, expected deficit would be 7.2% in 2014 and 4.2% em 2015.

05 ›

SUSTAINABILITY AT REN

SUSTAINABILITY STRATEGY

REN’s mission is to ensure the uninterrupted supply of energy to the entire country. This commitment has become increasingly more ambitious by associating the development of the company with ongoing and active corporate citizenship featuring significant involvement with the communities in which we work, both from a social as well as environmental point of view. We believe that this harmony contributes to an ever more positive world.

REN’s mission is to ensure the uninterrupted supply of energy to the entire country, thus contributing to improved quality of life for the residents of Portugal.

This is a task requiring ongoing effort and dedication. However, nowadays, our commitment goes beyond our mission. We believe in active corporate citizenship with significant involvement with the communities in which we work, from both a social as well as an environmental perspective.

Taking on this commitment means that all REN activities are guided by principles of sustainability, adhering to stringent and measurable criteria, respecting the standards of excellence we present to the country without ever losing sight of the positive impact we wish to have on communities and ecosystems.

PROMOTING WELL-BEING WITHIN THE COMPANY

Guaranteeing a safe working environment where all our staff are capable of developing their full potential is another of REN’s priorities. Recognizing the importance of human capital is the key to success.

STAKEHOLDER INVOLVEMENT AND SATISFACTION

REN is increasingly active in everyday life. In addition to ensuring improved levels of well-being, this involvement also strengthens the role of communities in company policies.

PROTECTING THE ENVIRONMENT

The protection of nature is one of REN’s main commitments. All our sustainability policies are based on the most rational use of company resources and the reduction of environmental impact.

6.1 ›

CONSOLIDATED FINANCIAL STATEMENTS

ENERGY TO DRIVE THE COUNTRY

With excellent efficiency and the guarantee of a faultless service, REN helps reduce the bills of end consumers. Energy transmitted responsibly allows the country to grow in comfort and provide economic development and an improved standard of living.

1. CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF 31 DECEMBER 2015 AND 2014

(Amounts expressed in thousands of euros – tEuros)
(Translation of Consolidated Statements of Financial Position originally issued in portuguese - Note 37)

 

 

31
December

 

Notes

'15

'14

ASSETS

     
Non-current assets      
Property, plant and equipment 8 695 682
Goodwill 9 3 774 3 774
Intangible assets 8 3 869 085 3 838 228
Investments in associates and joint ventures 10 14 588 12 575
Available-for-sale financial assets 12 and 13 154 862 144 443
Derivative financial instruments 12 and 16 10 157 21 970
Other financial assets 12 7 93 482
Trade and other receivables 12 and 14 133 676 86 182
Deferred tax assets 11 65 838 65 982
    4 252 682 4 267 320
Current assets      
Inventories 15 2 985 1 779
Trade and other receivables 12 and 14 263 766 459 785
Available-for-sale financial assets 12 and 13 - 62 530
Current income tax recoverable 11 and 12 5 358 10 219
Other financial assets 12 1 510 8 864
Cash and cash equivalents 12 and 17 63 652 114 258
    337 271 657 435
       
Total assets 7 4 589 953 4 924 755
       

EQUITY

     
Shareholders' equity      
Share capital 18 534 000 534 000
Own shares 18 (10 728) (10 728)
Reserves 19 325 619 315 621
Retained earnings - 196 253 183 896
Other changes in equity   30 -
Net profit for the year - 116 115 112 777
Total equity   1 161 289 1 135 567

LIABILITIES

     
Non- current liabilities      
Borrowings 12 and 20 1 891 245 2 207 514
Liability for retirement benefits and others 21 129 217 126 617
Derivative financial instruments 12 and 16 8 426 24 581
Provisions 22 5 717 4 947
Trade and other payables 23 332 232 328 228
Deferred tax liabilities 11 88 249 92 270
    2 455 086 2 784 157
Current liabilities      
Borrowings 12 and 20 650 755 396 952
Provisions 22 1 171 2 369
Trade and other payables 23 315 735 605 710
Income tax payable 11 and 12 - -
Derivative financial instruments 12 and 16 5 918 -
    973 579 1 005 031
Total liabilities 7 3 428 664 3 789 188
Total equity and liabilities   4 589 953 4 924 755

 

 

The accompanying notes form an integral part of the consolidated statement of financial position as of 31 December 2015.                                                                                                       

THE ACCOUNTANT                                                                               THE BOARD OF DIRECTORS

 

 

 

CONSOLIDATED STATEMENTS OF PROFIT AND LOSS FOR THE YEARS ENDED 31 DECEMBER 2015 AND 2014

(Amounts expressed in thousands of euros – tEuros)
(Translation of Consolidated Statements of Financial Position originally issued in portuguese - Note 37)


 Year ended

 

Notes

December '15

December '14

Sales 7 and 24 552 575
Services rendered 7 and 24 536 544 570 275
Revenue from construction of concession assets 7 and 25 240 002 163 186
Gains / (loses) from associates and joint ventures 10 768 421
Operating grants   - 10
Other operating income 26 41 279 21 576
Operating income   819 144 756 042
Cost of goods sold   (562) (802)
Cost with construction of concession assets 25 (222 602) (142 794)
External supplies and services 27 (42 636) (40 537)
Personnel costs 28 (51 673) (53 049)
Depreciation and amortizations 8 (209 303) (202 628)
Provisions 22 302 (1 449)
Impairments 14 and 15 (683) (28)
Other expenses 29 (11 893) (11 795)
Operating costs   (539 049) (453 082)
Operating results   280 095 302 960
Financial costs 30 (110 503) (131 735)
Financial income 30 6 339 9 001
Investment income - dividends 13 5 592 8 569
Financial results   (98 572) (114 165)
Profit before income tax   181 523 188 795
Income tax expense 11 (39 963) (50 953)
Energy sector extraordinary contribution (ESEC) 35 (25 445) (25 065)
Net profit for the year   116 115 112 777
Attributable to:      
Equity holders of the Company   116 115 112 777
Non-controlled interest   - -
Consolidated profit for the year   116 115 112 777
Earnings per share (expressed in euro per share) 31 0,22 0,21

 

 

 

 

The accompanying notes form an integral part of the consolidated statement of profit and loss for the year ended 31 December 2015.                                                                                                         

THE ACCOUNTANT                                                                                THE BOARD OF DIRECTORS

 

 

 

CONSOLIDATED STATEMENTS OF OTHER COMPREHENSIVE INCOME FOR THE YEARS ENDED 31 DECEMBER 2015 AND 2014

(Amounts expressed in thousands of euros – tEuros)
(Translation of Consolidated Statements of Financial Position originally issued in portuguese - Note 37)

  

Year ended

 

Notes

December '15

December '14

Consolidated Net Profit for the year   116 115 112 777
Other income and cost recorded in equity:      
Items that will not be reclassified to profit or loss:      
Actuarial gains / (losses) - gross of tax 21 (6 278) (2 652)
Tax effect on actuarial gains / (losses) 11 1 821 (1 658)
Other changes in equity   30 -
Items that are or may not be reclassified to profit or loss:      
Increase / (decrease) in hedging reserves - cash flow derivatives 16 13 302 (1 282)
Tax effect on hedging reserves 11 e 16 (2 793) (198)
Gain/(loss) in fair value reserve - available-for-sale assets 13 11 559 49 987
Tax effect on items recorded directly in equity 11 e 13 (1 266) (10 560)
Changes on tax of items recognized directly in equity 11 - 237
Reclassification adjustments      
Gain / (loss) in fair value reserve - available-for-sale assets 13 (20 083) -
Tax effect on fair value reserve 11 e 13 3 966 -
Comprehensive income for the year   116 372 146 652
Attributable to:      
Equity holders of the company   116 372 146 652
Non-controlled interest   - -
    116 372 146 652

 

The accompanying notes form an integral part of the consolidated statement of other comprehensive income for the period ended 31 December 2015.                                                                                                         

THE ACCOUNTANT                                                                                THE BOARD OF DIRECTORS

 

 

 

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED 31 DECEMBER 2015 AND 2014

(Amounts expressed in thousands of euros – tEuros)
(Translation of Consolidated Statements of Financial Position originally issued in portuguese - Note 37)

  

Attributable to shareholders

 

Changes in the year

Notes

Share capital

Own shares

Legal Reserve

Fair Value reserve (Note 13)

Hedging reserve (Note 16)

Other reserves

Other changes in equity

Retained earnings

Profit for the year

Non-controlling interests

Total

At 1 January 2014   534 000 (10 728) 91 492 20 886 (17 989) 177 245 - 163 356 121 303 - 1 079 566
Net profit of the period and other comprehensive income   - - - 39 427 (1 480) 237 - (4 310) 112 777 - 146 652
Transfer to other reserves   - - 5 804 - - - - 115 500 (121 303) - -
Distribution of dividends 32 - - - - - - - (90 650) - - (90 650)
At 31 December 2014   534 000 (10 728) 97 295 60 313 (19 468) 177 482 - 183 896 112 777 - 1 135 567
At 1 January 2015   534 000 (10 728) 97 295 60 313 (19 468) 177 482 - 183 896 112 777 - 1 135 567
Net profit of the period and other comprehensive income   - - - (5 824) 10 509 - 30 (4 457) 116 115 - 116 372
Transfer to other reserves   - - 5 313 - - - - 107 464 (112 777) - -
Distribution of dividends 32 - - - - - - - (90 650) - - (90 650)
At 31 December 2015   534 000 (10 728) 102 608 54 489 (8 960) 177 482 30 196 253 116 115 - 1 161 288

 

The accompanying notes form an integral part of the consolidated statement of other comprehensive income for the period ended 31 December 2015.                                                                                                         

THE ACCOUNTANT                                                                                THE BOARD OF DIRECTORS

 

 

 

 

CONSOLIDATED STATEMENTS OF CASH FLOW FOR THE YEARS ENDED 31 DECEMBER 2015 AND 2014

(Amounts expressed in thousands of euros – tEuros)
(Translation of Consolidated Statements of Financial Position originally issued in portuguese - Note 37)

   

Year ended

 

Note

December '15

December '14

Cash flow from operating activities:

     
Cash receipts from customers   1 951 951 2 459 521
Cash paid to suppliers   (1 514 879) (1 841 765)
Cash paid to employees   (62 508) (62 993)
Income tax received/paid   (39 229) (98 159)
Other receipts / (payments) relating to operating activities   (95 865) (87 190)
Net flows from operating activities (1)   239 469 369 413

Cash flow from investing activities:

     
Receipts related to:      
   Available-for-sale 13 63 278 -
   Property, plant and equipment   3 -
   Other financial assets 12 100 857 22 728
   Investment grants   10 380 1 154
   Interests and other similar income   174 7 510
   Dividends 13 5 513 8 422
Payments related to:      
   Available-for-sale 13 (208) (100)
   Property, plant and equipment   (2) (8)
   Intangible assets - Concession assets   (225 414) (127 510)
Net cash flow used in investing activities (2)   (45 419) (87 806)

Cash flow from financing activities:

     
Receipts related to:      
Borrowings   3 043 500 4 580 500
   Derivative financial instruments   15 007 -
Interests and other similar income   - 73
Payments related to:      
Borrowings   (3 110 844) (4 700 564)
Interests and other similar expense   (100 122) (125 493)
Dividends 32 (90 650) (90 650)
Net cash from / (used in) financing activities (3)   (243 110) (336 134)
Net (decrease) / increase in cash and cash equivalents (1)+(2)+(3)   (49 060) (54 527)
Cash and cash equivalents at de beginning of the year 17 112 599 167 126
Cash and cash equivalents at the end of the period 17 63 539 112 599

Detail of cash and cash equivalents

     
Bank overdrafts 17 (113) (1 659)
Bank deposits 17 63 652 114 258
    63 539 112 599

a) These amounts include payments and receipts relating to activities in which the Group acts as agent, income and costs being reversed in the consolidated statement of profit and loss.

The accompanying notes form an integral part of the consolidated statement of other comprehensive income for the period ended 31 December 2015.                                                                                                         

THE ACCOUNTANT                                                                                THE BOARD OF DIRECTORS

 



 

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7.1. ›

INFORMATION ON VOTING RIGHTS, ORGANIZATION AND CORPORATE GOVERNANCE ECONOMIC ENVIRONMENT

ENERGY TO INVEST IN NEW MARKETS

Maintaining Portugal as a priority, REN is continuing with its international investment strategy, seeking new business opportunities and strategic partnerships in foreign markets with a view to gradual and sustained growth.

PART I

7.1.1 › A ESTRUTURA ACIONISTA

I. CAPITAL STRUCTURE

I.1. Voting rights (capital, number of shares, distribution of capital among shareholders, etc.), including information on shares not admitted to trading, different classes of shares, inherent rights and duties and percentage of capital which each class represents (Art. 245(A)(1)(a)

The share capital of REN – Redes Energéticas Nacionais, SGPS, S.A. (REN or the company) in the amount of 534,000,000 euros is represented by 534,000,000 ordinary shares with a face value of 1.00 euros, in the form of nominative book-entry shares.

REN shares are ordinary shares that do not grant special rights to their holders, beyond the general rights inherent as a shareholder, under the terms of legislation.

On 31 December 2015, all of REN’s shares, corresponding to code PTREL0AM0008, were admitted to trading on Euronext Lisbon (Eurolist by Euronext), with the exception of 213,600,000 shares held by State Grid Europe Limited and Mazoon B.V., corresponding to code PTRELZAM0007 (see I.2).

 

VOTING RIGHTS AT 31 DECEMBER 2015


I.2. Restrictions on the transferability of shares, such as consent clauses for disposal, or limitations on ownership of shares (Art. 245(A)(1)(b)

No restrictions exist and REN has not implemented any measures which hinder the transferability of shares. REN shares are freely tradable on the regulated market, notwithstanding that set out in this section.

Within the scope of the second phase of REN privatization, legal limitations (lock up) was established and applicable to State Grid International Development Limited (133,500,000 shares acquired by the vehicle company State Grid Europe Limited – SGEL) and to Oman Oil Company (80,100,000 shares acquired by the vehicle company B.V.). These shareholders acquired these holdings as part of the reference direct sale process concluded in 2012. In accordance with Article 5 of Decree-Law No. 106-B/2011 of 3 November, and Council of Ministers Resolutions No. 10/2012 of 19 January and No. 13/2012 of 8 February, the shares acquired by SGEL and Mazoon B.V. were subject to periods of unavailability. In accordance with the abovementioned laws and the legal instruments laid down with regard to shares, these periods of unavailability shall remain in effect until 00:00 on 25 May 2016 (in the case of State Grid International Development Limited and SGEL), and until 23:59 on 24 May 2016 (in the case of Oman Oil Company and Mazoon B.V.). The unavailability of the shares in question includes any situations relating to their transfer or partial or total encumbrance, directly or indirectly (even when coming into effect in the future, more specifically through promissory and options contracts). Other unavailability includes the establishing of legal business with regard to the shares which require the exercising of the respective voting rights in a specific manner or through an intermediary, with certain exceptions set out in the legal instruments established with the acquiring parties.

With respect to ownership limitations on shares, in accordance with legislation, no entity, including entities which conduct business in the respective sector in Portugal or abroad, can have direct or indirect holdings greater than 25% of REN equity capital1.

These limitations on the ownership of REN shares were introduced further to the transposition of community directives applicable to the electricity and natural gas sectors with regard to the legal and ownership separation between the transmission operator using those assets and the operators who conduct other activities in each of the sectors. The aim of these directives is to promote competition in the market and equal access by operators to the transmission infrastructures.

It should be further noted that on 9 September 20142, ERSE – The Energy Services Regulator (“ERSE”) issued a decision on the certification of REN – Rede Eléctrica Nacional, S.A. and REN – Gasodutos, S.A. (both wholly owned by REN) as operators of the National Electricity Transmission System and the National Natural Gas Transmission System (“the ERSE Decision”), respectively, under full ownership unbundling.

In accordance with the ERSE decision, certification was dependent on compliance with a series of conditions intended to ensure the independence of these operators, including, inter alia, (i) restrictions on the exercising of rights related to the REN General Meeting; (ii) restrictions on the exercising of positions on the Board of Directors or Audit Committee of REN or the Transmission System Operators; and (iii) the change to the REN Articles of Association with a view to providing compliance with the restrictions set out in (i) and (ii).

  • The changes to the REN Articles of Association, required to comply with the ERSE decision, were approved at the REN General Meeting which was held on 17 April 2015. With regard to the exercising of rights at the REN General Meeting, the following changes were included: shareholders who, directly or indirectly, exercise control over a company which either produces or sells electricity or natural gas are prohibited from exercising rights at the General Meeting in relation to any of the Company’s actions, except if ERSE has recognized that there is no risk of conflicts of interest;
  • the persons who exercise control or entitlements over companies which either produce or sell electricity or natural gas may not appoint members to the Board of Directors or the statutory auditor, or members of bodies which legally represent it, for themselves or on behalf of others with whom they are connected through para-corporate arrangements, except (i) when ERSE recognizes that there is no risk of conflicts of interest due to the fact that, in particular, the respective electricity or natural gas generation or marketing activity of said shareholder is performed in geographical locations which do not have directly or indirectly connection or interface with the Portuguese grids, and (ii) provided that no variations have occurred regarding the grounds or objective circumstances on which ERSE based its decision.

Therefore, limitations on the transferability and ownership of shares (as well as the exercising of rights) are exclusively due to legal and regulatory requirements or compliance with administrative decisions which the CMVM through the Corporate Governance Code, may not depart from. As such, the non-implementation of recommendation I.4. of the CMVM Corporate Governance Code is fully justified.

With regard to limitations on voting rights, see also I.5 below on the limitations expressed in the Articles of Association arising from the legal system applicable to the electricity and gas sectors.


I.3. Number of own shares, percentage of corresponding capital and percentage of voting rights to which own shares would correspond (Art. 245(A)(1)(a)

REN has 3,881,374 own shares, with a face value of 10,728,000.00 euros, representing 0.73% of its capital. These shares would correspond to 0.73% of voting rights.


I.4. Significant agreements to which REN is a party that would come into force, be amended or terminate in the event of a change in control over the Company, as the result of a takeover bid, as well as the respective effects, except if, due to their nature, the disclosure of which would be seriously prejudicial for the Company, except if the Company is specifically required to disclose this information due to other legal requirements (Art. 245(A)(1)(j)

REN and its subsidiaries are party to a number of financing contracts and debt issues which include clauses on change in control that are typical of such trades (covering, although not expressly stated, changes to control arising from takeover bids) and essential for carrying out such transactions on the market.

However, the practical application of these clauses is limited, considering the legal restrictions on the ownership of REN shares as explained in I.2.

There are no significant agreements to which REN is a party that would come into force, be amended or terminate in the event of a change in control over the Company or as the result of a takeover bid.

In summary, REN has not adopted any measures aimed at requiring payment or the taking on of charges by the Company in the event of changes in control, or to the composition of the Board of Directors and which would be liable to prejudice the free transferability of shares or the free appreciation by shareholders of the performance of members of the Board of Directors. Recommendation CMVM I.5 has thus been complied with.


I.5. System which is subject to renewal or repeal of defensive measures, particularly those which limit the number of votes liable to be held or exercised by a sole shareholder in an individual manner or jointly with other shareholders

The only provision in the REN Articles of Association which limits votes liable to be held or exercised by a sole shareholder or by certain shareholders, (e.g. that exercise control over a company that develops activities of production or commercialization of electricity or natural gas), an individual manner or jointly with other shareholders are described in I.2 above.

Nevertheless, such provisions are the result of legal requirements and the decisions of ERSE, and do not seek to limit voting rights, but rather to ensure the existence of a penalty system for breaching the legal limit on the ownership of the abovementioned shares and the legal limit to the voting rights, respectively. As such, the non-implementation of CMVM Corporate Governance Code recommendation 1.3 is fully justified. As such, there is no mechanism in the Articles of Association to renew or repeal this statute, as it exists in compliance with legal and administrative requirements. Therefore, the non-implementation of CMVM Corporate Governance Code recommendation 1.4 is fully justified

There are no other defensive measurements.

I.6. Shareholder Agreements which the company is aware of and which could lead to restrictions with regard to the transfer of securities or voting rights (Art. 245(A)(1)(g)

The Board of Directors is not aware of any shareholders agreements in relation to REN that may result in any restrictions to the transfer of securities or exercising of voting rights.

 

II. HOLDINGS AND BONDS HELD

II.7. Identification of natural or legal persons which, directly or indirectly, own qualified holdings (Art. 245(A)(1)(c) and (d) and Art. 16 with detailed information on the percentage of capital and attributable votes and the source and causes of such attribution

Taking into account the communications submitted to the Company in accordance with Article 447 of the Portuguese Companies Code, Article 16 of the Portuguese Securities Code and Article 14 of CMVM Regulation No. 5/2008, with reference to December 31, 2015, shareholders holding qualified shareholdings representing at least 2% of REN’s share capital, calculated in accordance with Article 20 of the Portuguese Securities Code, were as follows:

State Grid Corporation of China

No of Shares

% Capital with voting rights

Directly 0 0%
Through State Grid Europe Limited (SGEL), which is controlled by State Grid International Development Limited (SGID), which is controlled by the State Grid Corporation of China 133,500,000 25.0%
Total attributable 133,500,000 25.0%

Oman Oil Company SAOC

No of Shares

% Capital with voting rights

Directly 0 0%
Through Mazoon BV, which is controlled by the Oman Oil Company SAOC 80,100,000 15.0%
Total attributable 80,100,000 15.0%

Gestmin, SGPS, S.A. (Gestmin)3

No of Shares

% Capital with voting rights

Directly 31,760,000 5.95%
Through Manuel Carlos de Melo Champalimaud, as majority shareholder of Gestmin and Chairman of the Board of Directors. 280 0.05%
Total attributable 32,040,000 6.00%

EDP – Energias de Portugal, S.A. (EDP)

No of Shares

% Capital with voting rights

Directly 18,690,000 3.5%
Through the EDP Pension Fund, which is controlled by EDP 8,017,335 1.5%
Total attributable 26,707,335 5.0%

Red Eléctrica Corporación, S.A.

No of Shares

% Capital with voting rights

Directly 26,700,000 5.0%
Total attributable 26,700,000 5.0%

Fidelidade Companhia de Seguros, SA4

No of Shares

% Capital with voting rights

Directly 28,115,216 5265%
Through Via Directa – Companhia de Seguros, S.A., which is controlled by Fidelidade 95,816 0.018%
Through Companhia Portuguesa de Resseguros, S.A., which is controlled by Fidelidade 30 0.006%
Through Fidelidade Assistência – Companhia de Seguros, S.A., which is controlled by the common shareholder Longrun 5 78,907.00 0.015%
Through Multicare – Seguros de Saúde, S.A., which is controlled by the common shareholder Longrun 6 50,726 00 0.009%
Total attributable 28,370,665 5313%

II.8. Information on the number of shares and bonds held by members of management and supervisory bodies

In accordance with and for the purposes of Article 447 of the Portuguese Companies Code, in particular paragraph 5 thereof, the number of shares held by the members of the REN management and supervisory bodies and by the persons related to them pursuant to paragraph 2 of the abovementioned article7, as well as all their acquisitions, encumbrances or disposals with reference to the financial year 2015, were as follows:

Audit Committee

Acquisitions (in 2015)

Encumbrances (in 2015)

Disposals (in 2015)

No of Shares at 31.12.2015

Manuel Ramos de Sousa Sebastião8 4 - - 5
Gonçalo Gil Mata9 - - - 0 (zero)
Maria Estela Barbot10 - - - 0 (zero)
José Luís Alvim11 - - - 0 (zero)
José Frederico Jordão12 - - - 0 (zero)
Aníbal Santos - - - 10,25
- appointed by Parpública
- Participações Públicas (SGPS), S.A.13

 

Board of Directors

Acquisitions (in 2015)

Encumbrances (in 2015)

Disposals (in 2015)

No of Shares at 31.12.2015

Emílio Rui Vilar14 - - - 10,39
Gonçalo Morais Soares15 - - - 0 (zero)
João Faria Conceição16 - - - 500
Guangchao Zhu - - - 133,500,000[4]
- representing SGID
Mengrong Cheng18 - - - 0 (zero)
Longhua Jiang19 - - - 0 (zero)
Hilal Al-Kharusi20 - - - 0 (zero)
Rodrigo Costa21 - - - 0 (zero)
Manuel Champalimaud22 713,049 - - 32,040,000
José Folgado Blanco - - - 26,700,000
- appointed by Red Eléctrica Corporación, S.A.23
José Luís Arnaut24 7,107 - - 7,587
Francisco João Oliveira25 - - 26,700,000 0 (zero)
Omar Al Wahaibi26 - - - 0 (zero)
Jorge Manuel Magalhães Correia27 28,370,66528 - - 28,370,665

At December 31, 2015, the members of the REN management and supervisory bodies and those related to them pursuant to Article 447(2) of the Portuguese Companies Code, did not hold any other bonds issued by REN nor shares or bonds issued by companies in a group or controlling relationship with REN, nor did they carry out any trades relating to those securities in 2014, in both cases pursuant to and for the purposes of the abovementioned Article 447.


II.9 Special powers of the management body with regard to deliberations on increasing capital (Art. 245(A)(1)(i)) with information on the deliberations referring to the data on which they were attributed, time limit until such competence may be exercised, maximum quantitative limit on capital increase, amount already issued under the attribution of such powers and method of applying the powers attributed

The Board of Directors has the competences and powers conferred by the Portuguese Companies Code and the Articles of Association29 (see summary of these competences and powers in II.21), and as such the management body does not have special powers.

In particular, with regard to deliberations on increasing capital, it should be noted that the REN’s Articles of Association do not authorize the Board of Directors to increase the Company’s share capital.


II.10. Information on significant relationships of a commercial nature between the owners of qualified holdings and the Company

In accordance with internal regulations on the appreciation and control of trades with related parties30 and prevention of conflict of interests31, significant trades with related parties are considered to be those which:

a) are based on the purchase and/or sale of assets, provision of services or a contracted project with an economic value greater than one million euros;

b) based on the acquisition or disposal of shareholdings;

c) requiring new loans, financing and subscription of financial investments resulting in an overall annual indebtedness exceeding 100,000,000 euros, except when dealing with a simple renewal of existing circumstances or operations undertaken within the framework of pre-existing contractual conditions.

d) should none of the materiality criteria set out in the subparagraphs above be met, (i) which have a value exceeding 1,000,000 euros or (ii) are considered relevant for this purpose by the management body, by virtue of its nature or its particular susceptibility to giving rise to a conflict of interests.

 

The Board of Directors is required to submit significant trades with related parties to the Audit Committee for prior appraisal32. Therefore, trades considered significant are subject to prior opinion from the Audit Committee, while others are only subject to subsequent appreciation.

Moreover, in accordance with the Board of Directors internal regulations, trades with related parties for sums exceeding 500,000 euros or, regardless of the sum, and transaction which may be considered as not being executed under market conditions are matters which may not be delegated to the Executive Committee.

In light of the abovementioned criteria – set out in Board of Directors regulations and in internal regulations on the appreciation and control of trades with related parties and prevention of conflicts of interests – during 2015, two significant commercial trades with related parties were seen, which were subject to prior control by the Audit Committee, as detailed below in I.90.

1 Cf. Article 25(2)(i) of Decree-Law 29/2006 of 15 February (with its current wording), and Article 20-A(3)(b) and Article 21(3)(h) of Decree-Law 30/2006, of 15 February (with its current wording).
2 ERSE notified REN on 4 August 2015 confirming that the certification conditions determined on 9 September 2014 had been complied with, thus making the certification decision final.
3 The voting rights inherent to REN shares held by Gestmin are equally attributable to Manuel Carlos de Melo Champalimaud, who controls Gestmin..
4 84.9861% of the share capital and voting rights in Fidelidade – Companhia de Seguros, SA, are held by LongRun Portugal, SGPS, SA (Longrun), which is in turn wholly owned by Millennium Gain Limited, which is 100% owned by Fosun Financial Holdings Limited, which is in turn wholly owned by Fosun International Limited, companies to which the abovementioned holdings are attributable. On 11 February 2015, Fidelidade notified REN that it had reached holdings of 5.008% in REN share capital and voting rights, in accordance with that better described at: http://web3.cmvm.pt/ sdi2004/emitentes/emit_part.cfm?num_ ent=%24%21%24%3FT%23%40%20%20%0A
5 Longrun also holds 80% of the capital of Fidelidade Assistência – Companhia de Seguros, SA.
6 Longrun also holds 80% of the capital of Multicare – Seguros de Saúde, SA.
7 This comprises the shares held by members of the REN management and supervisory bodies and, if applicable,(i) of the spouse not judicially separated, regardless of the matrimonial property regime; (ii) of under aged descendants; (iii) of persons in whose name shares are registered, in the event that they have been acquired on behalf of a member of the management or supervisory bodies and of persons referred to in (i) and (ii); and (iv) the shares held by companies of which a member of the management or supervisory bodies and the persons referred to in (i) and (ii) are shareholders with unlimited responsibility, are engaged in the management or exercise any management or supervisory duties or hold, alone or together with the persons referred to in (i) to (iii), at least half of the share capital or corresponding voting rights.
8, 9, 10 Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
11, 12 Duties terminated on 17 April 2015. Therefore, the information available refers to this date.
13 It includes the following shares: (i) 10,000 directly held shares and (ii) 250 shares held by his spouse. Duties terminated on 17 April 2015. Therefore, the information available refers to this date.
14 Duties terminated on 17 April 2015. Therefore, the information available refers to this date.
15, 16 Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
17 Guangchao Zhu is Chairman, CEO and member of the Board of Directors of State Grid International Development Limited and Director of State Grid Europe Limited, which has qualified holdings corresponding to 133,500,000 REN shares. Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
18, 19 Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
20 Duties terminated on 17 April 2015. Therefore, the information available refers to this date.
21 Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
22 Consists of 32,040,000 shares, where 280,000 shares are held directly and the remainder are held by the shareholder Gestmin, which, due to the exercising of the position of Chairman of the management body of that company and the majority holding of the respective capital, are attributable to it. Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
23 Corresponds to the shares held by Red Eléctrica Corporación, SA, which are attributable pursuant to Article 447 of the Portuguese Companies Code, due to the exercising of the duties of Chairman of the management body of this company. Duties terminated on 17 April 2015. Therefore, the information available refers to this date.
24 Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period. Consists of 7,587 shares, where 480 shares are held directly and the remainder are held by the company Platinumdetails – Consultoria e Investimentos, Lda, in which he holds 68% of the share capital.
25 Corresponds to the shares held by Oliren, SGPS, SA, which are attributable pursuant to Article 447 of the Portuguese Companies Code, due to the exercising of the duties of member of the management body of this company. Oliren – SGPS, S.A. (Oliren), a shareholder with qualified holdings and a entity related to Mr. Francisco João Soares de Oliveira, a member of the REN Board of Directors, for purposes of Article 2 of CMVM Regulation No. 5/2008 notified that due to the disposal resulting from the launch of a private share offering, through a process of accelerated bookbuilding, of a total of 26,700,000 ordinary shares in REN – Redes Energéticas Nacionais, SGPS, S.A. (“REN”), representing around 5% of REN capital, which was concluded on 6 November 2015, holdings directly attributable to Oliren in REN were reduced to less than 5% of capital and voting rights. Moreover, on 6 November 2015, after the disposal was concluded through the abovementioned process of accelerated bookbuilding, Oliren now no longer holds any shares in REN. Francisco João Soares de Oliveira communicated his resignation as REN director on 25 November 2015, which produced effects on 31 December 2015.
26,27 Elected at the General Meeting held on 17 April 2015, for the term of office corresponding to the 2015-2017 three-year period.
28 Corresponding to shares attributable to Fidelidade Companhia de Seguros, S.A., which are attributable pursuant to Article 447 of the Portuguese Companies Code, due to the exercising of the duties of member of the management body of this company.
29 Cf. Article 15(1) of the Articles of Association. and Article 3(2) and (3) of the Board of Directors Regulations.
30 The definition of related party in accordance with this regulation includes owners of qualified holdings in accordance with Article 20 of the Securities Code.
31 Cf. section II, paragraph I., p. 3. 32 Cf. section III, p. 3 and section VI, p.5.