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 categories of shares, inherent rights and duties and percentage of
capital which each category 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 is represented by 534 000 000
shares with a face value of €1.00, in the form of nominative book-entry shares,
divided as follows:

a) 475 260 000 (four hundred and seventy five million, two hundred and sixty
thousand) class A shares, corresponding to 89% of REN’s share capital;

b) 58 740 000 (fifty eight million, seven hundred and forty thousand) class B
shares, corresponding to 11% of REN’s share capital.


Class A 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.

Class B shares, which are not admitted to trading, are shares to be privatized
(code PTRELXAM0009) - held by Parpública–Participações Públicas (SGPS) S.A.
and the Caixa Geral de Depósitos, S.A. - and the only special entitlement they
have is that they do not subject holders to the voting limitation stipulated in
Article 12(3) of the Articles of Association.

In turn, in accordance with Article 4 of the Articles of Association, the transfer
of Class B shares to non-public entities, pursuant to the conclusion of a phase
of REN’s privatization process, determines the automatic conversion of Class B
shares into Class A shares. This conversion does not require the approval of the
holders or deliberation by any of the company’s bodies.

On 31 December 2013, all of REN’s class A shares, corresponding to code
PTREL0AM0008, were admitted to trading on NYSE Euronext Lisbon (Eurolist
by Euronext), with the exception of 213 600 000 shares held by State Grid
Europe Limited and Mazoon B.V.

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).

There are no limitations and no measures have been taken by REN which
restrict the transferability of shares representing REN capital, which are freely
tradable on the regulated market, without prejudice to the legal limitations (lock
up) established within the scope of the second stage of REN privatization and
applicable to shareholders who acquire their holdings in such a context.

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.

Therefore, limitations on the transferability and ownership of shares are
exclusively due to legal requirements, and the CMVM Corporate Governance
Code does not apply. As such, recommendation I.4. of the CMVM Corporate
Governance Code has been complied with.
With regard to limitations on voting rights, see I.5 below on the limitations
expressed in the Articles of Association arising from the legal system applicable
to the electricity and gas sector.

1 Cf. Article 25(2)(i) of Decree-Law No 29/2006 of 15 February (with its current wording), and Article 20(A) (3)(b) and Article 21(3)(h) of Decree-Law No 30/2006, of 15 February (with its current wording)

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 0.7% of its capital. These shares would correspond to 0.7 % 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 which are typical of such
transactions (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, and 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 the
exercising 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 the exercising by a sole shareholder in an individual manner or jointly
with other shareholders, is Article 12(3).

Therefore, this Article stipulates that the votes attached to class A shares shall
not be counted if issued by any shareholder, on his behalf or as representative of
another shareholder, which exceed 25% of the total votes corresponding to REN
share capital. Considered for this purpose are the rights to vote inherent to Class
A shares which, pursuant to Article 20(1) of the Securities Code, are attributable
to them.

Article 12(3) of the Articles of Association is the result of the legal requirement
set out in I.2. and does 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.
As such, there is no mechanism in the Articles of Association to renew or
repeal this statute, as it exists in compliance with legal requirements, so
recommendation I.4. of the CMVM Corporate Governance Code has been
complied with.
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, 2013, the 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:

List of owners of qualified
ho ldings (at 31.12.2013)
number
of shares
Capital % Voting
Rights (%)
State Grid of China 133.500.000 2 25,0% 25,0%
Oman Oil 80.100.000 3 15,0% 15,0%
Estado Português 4 59.162.307 11,1% 11,1%
EGF, Gestão e Consultoria Financeira, S.A. 5 45.019.666 6 8,4% 8,4%
Gestmin, SGPS, S.A. 31.326.951 7 5,9% 5,9%
EDP - Energias de Portugal, S.A. 26.707.335 8 5,0% 5,0%
Olíren, SGPS, S.A. 26.700.000 5,0% 5,0%
Red Eléctrica Corporación, S.A. 26.700.000 5,0% 5,0%

2  These qualified holdings belong to the companies (i) State Grid Europe limited (SGEl), as a direct owner, (ii) State Grid International development limited (SGId), as the controlling shareholder of SGEl and, finally, (iii) State Grid Corporation of China, as the company which wholly controls SGEl.

3  These qualified holdings belong to the companies (i) mazoon BV, as a direct owner, and to (ii) Oman Oil Company SAOC, which wholly owns the former.

4  These holdings include: (i) the qualified holdings of parpública - participações públicas (SGpS), S.A., equating to 52 871 340 shares, corresponding to 9.9% of REN capital and voting rights; (ii) holdings belonging to Caixa Geral de depósitos, S.A. totalling 6.290.967 shares (equivalent to direct holdings of
5 876 267 shares, 266 625 shares held by fundo pensões pessoal CGd and OEG and 30 000 shares held by CpR – Companhia portuguesa de Resseguros, S.A. and 118 075 shares held by fidelidade - Companhia de Seguros, S.A.).

5  previously called logoplaste Gestão e Consultoria financeira, S.A.

6  The qualified holdings of EGf, Gestão e Consultoria financeira, S.A. (EGf) including (i) 33 999 783 shares held directly by EGf, (ii) 10 933 393 shares held by logo finance, S.A., a company wholly owned by EGf, (iv) 86 000 shares held directly and indirectly by mr. filipe maurício de Botton, Chairman of the EGf Board of directors and (v) 490 shares held directly and indirectly by mr. Alexandre Carlos de mello, member of the EGf Board of directors. The voting rights inherent to the REN shares held by EGf are also attributable to the company Nikky Investments, S.A., holder of the entire EGf capital and to mr. filipe maurício de Botton, holder of the controlling interest in Nikky Investments, S.A..

7  The current qualified holdings of Gestmin, SGpS, S.A. includes (i) 31 046 951 shares held directly and (ii) 280 000 shares held by mr. manuel Carlos de melo Champalimaud, as majority shareholder of that company and Chairman of the Board of directors.

8  Edp - Energias de portugal, S.A. (Edp) holds 18 690 000 shares directly and 8 017 335 shares indirectly through the Edp pension fund, a company in a group relation with Edp.

 

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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 article9,
as well as all their acquisitions, encumbrances or disposals with reference to the
financial year 2013 were as follows:

AUDIT COMMITTEE Acquisitions ENCumbrancES DISPOSALS NO OF SHARES AT 31.12.2013
José Luís Alvim - - - 0 (zero)
José Frederico Jordão - - - 0 (zero)
Emílio Rui Vilar - - - 390

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BOARD OF DIRECTORS Acquisitions Encumbrances Disposals No of Shares AT 31.12.2013
Rui Cartaxo - - - 19.16210
Gonçalo Morais Soares - - - 0 (zero)
João Faria Conceição - - - 500
Guangchao Zhu –
em representação da State Grid
International Development Limited
- - - 133.500.00011
Mengrong Cheng - - - 0 (zero)
Haibin Wan - - - 0 (zero)
Hilal Al-Kharusi - - - 0 (zero)
Aníbal Santos - indicado pela
Parpública - Participações Públicas
(SGPS), SA
- - - 10.25012
Filipe Botto n – indicado pela EGF -
Gestão e Consultoria Financeira, SA
- - - 45.019.66613
Manuel Champalimaud - Indicado pela
Gestmin, SGPS, SA
35.70014 - - 31.326.95115
José Folgado Blanco - indicado pela
Red Eléctrica Corporación, SA
- - - 26.700.00016
José Luís Arnaut - - - 0 (zero)

9 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.

10 Consists of (i) 18 672 directly held shares and (ii) 490 shares held by his spouse.

11 M r. 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.
12 It includes the following shares: (i) 10 000 directly held shares and (ii) 250 shares held by his spouse;

13 Comprises the following attributable shares pursuant to Article 447 of the Portuguese Companies Code: (i) 33 999 783 shares held directly by EGF, (ii) 10
933 393 shares held by Logo Finance, S.A., a company wholly owned by EGF and (iii) 86 000 shares held directly and indirectly by Mr. Filipe Maurício de
Botton, Chairman of the EGF Board of Directors and (iv) 490 shares held directly and indirectly by Mr. Alexandre Carlos de Mello, member of the EGF Board
of Directors.

14 Cf. details of this acquisition (including the number of shares, date and the consideration received) in Annex 2 to this document.

15 Consists of 280 000 shares held directly and 31 046 951 shares held by the shareholder Gestmin SGPS, S.A., 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.

16 Corresponds to shares held by Red Eléctrica Corporación, S.A., which are attributable for purposes of Article 447.Î of the Company Code due to his exercising
of the position of Chairman of the Board of Directors of this company.

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At 31 December 2013, members of the REN management and supervisory bodies
held the following bonds issued by REN:

The Bo ard of Directors Acquisitions encumbrances disposals No of Bonds at 21.12.2013
Rui Cartaxo - - - 1

As of December 31, 2013, 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 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 transactions relating to those securities in 2013, 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 Association17 (see summary of
these competences and powers in B.II.21), and as such the management body
does not have special powers.

Particularly, 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.

The Board of Directors is required to submit significant transactions with related
parties (a concept which, in accordance with those regulations, includes owners
of qualified holdings pursuant to Article 20 of the Securities Market Code) to the
Audit Committee for prior appreciation20. Therefore, transactions 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,
transactions with related parties for sums exceeding €500 000 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 transactions with
related parties and prevention of conflicts of interests – during 2013, only one
significant commercial transaction with related parties was seen, as detailed
below in I.90.

17 Cf. Article 15(1) of the Articles of Association and Article 3(2) and (3) of the Board of Directors Regulations.

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
transactions with related parties18 and prevention of conflict of interests19,
significant transactions 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) require new loans, financing or subscription of financial investments
resulting in an overall annual indebtedness exceeding €100 000 000,
except when referring to 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 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 transactions with related
parties (a concept which, in accordance with those regulations, includes owners
of qualified holdings pursuant to Article 20 of the Securities Market Code) to the
Audit Committee for prior appreciation20. Therefore, transactions 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,
transactions with related parties for sums exceeding €500 000 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 transactions with
related parties and prevention of conflicts of interests – during 2013, only one
significant commercial transaction with related parties was seen, as detailed
below in I.90.

18 The definition of related party in accordance with this regulation includes owners of qualified holdings.
19 Cf. section II, paragraph I., p. 3
20 Cf. section III, p. 3 and section VI, p.5.