Base Prospectus Edp – Energias De Portugal, S.A

BASE PROSPECTUS EDP – ENERGIAS DE PORTUGAL, S.A. (incorporated with limited liability in the Portuguese Republic) EDP FINANCE B.V. (incorporated with limited liability in The Netherlands and having its statutory seat in Amsterdam) €13,500,000,000 Programme for the Issuance of Debt Instruments Under this €13,500,000,000 Programme for the Issuance of Debt Instruments (the "Programme"), EDP – Energias de Portugal, S.A. ("EDP") and EDP Finance B.V. ("EDP B.V." and together with EDP, the "Issuers" and each an "Issuer") may from time to time issue instruments (the "Instruments") as agreed between the relevant Issuer and the relevant Dealer (as defined below). The Instruments issued by EDP B.V. will not be guaranteed by EDP but EDP B.V. has the benefit of the Keep Well Agreement executed by EDP as more fully described herein under "Relationship of EDP B.V. With EDP". The maximum aggregate nominal amount of all Instruments from time to time outstanding under the Programme will not exceed €13,500,000,000 (or its equivalent in other currencies calculated as described in the Dealership Agreement described herein), subject to increase as described herein. The Instruments may be issued on a continuing basis to one or more of the Dealers party to the amended and restated Dealership Agreement dated 5 September 2018 and any additional Dealer appointed under the Programme from time to time by the Issuers (each a "Dealer" and together the "Dealers"), which appointment may be for a specific issue or on an ongoing basis. References in this Base Prospectus to the "relevant Dealer" shall, in the case of an issue of Instruments being (or intended to be) subscribed by more than one Dealer, be to all Dealers agreeing to subscribe such Instruments. An investment in Instruments issued under the Programme involves certain risks. For a discussion of these risks see "Risk Factors". The Base Prospectus has been approved by the Central Bank of Ireland (the "Central Bank"), as competent authority under the Prospectus Directive. When used in this Base Prospectus, "Prospectus Directive" means Directive 2003/71/EC (as amended, including by Directive 2010/73/EU), and, where the context so requires in this Base Prospectus, includes any relevant implementing measure in a relevant Member State of the European Economic Area. The Central Bank only approves this Base Prospectus as meeting the requirements imposed under Irish and European Union law pursuant to the Prospectus Directive. Application will be made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for Instruments issued under the Programme within 12 months of this Base Prospectus to be admitted to the official list of Euronext Dublin (the "Official List") and trading on its regulated market (the "Main Securities Market"). Such approval relates only to the Instruments which are to be admitted to trading on the Main Securities Market or on another regulated market for the purposes of Directive 2014/65/EU as amended. References in this Base Prospectus to the Instruments being "listed" (and all related references) shall mean that the Instruments have been admitted to the Official List and to trading on the Main Securities Market. The Programme also permits Instruments to be issued on the basis that they will not be admitted to listing, trading and/or quotation by any competent authority, stock exchange and/or quotation system or will be admitted to listing, trading and/or quotation by such other or further competent authorities, stock exchanges and/or quotation systems as may be agreed with the Issuer, including, without limitation, Euronext Lisbon. Euronext Dublin's Main Securities Market and Euronext Lisbon's regulated market are regulated markets for the purposes of Directive 2014/65/EU (as amended “MiFiD II”). Notice of the aggregate nominal amount of Instruments, interest (if any) payable in respect of Instruments, the issue price of Instruments and certain other information which is applicable to each Tranche (as defined under "Terms and Conditions of the Instruments") of Instruments will be set out in the final terms (the "Final Terms") which, with respect to all Instruments to be admitted to the Official List, will be filed with the Central Bank. Copies of Final Terms in relation to Instruments to be admitted to the Official List and admitted to trading on Euronext Dublin will also be published on the website of Euronext Dublin (www.ise.ie) and Central Bank (www.centralbank.ie). Any websites referred to herein do not form part of this Base Prospectus. The Instruments have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or any U.S. State securities laws and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons as defined in Regulation S under the Securities Act unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States and any other jurisdiction. Instruments issued under the Programme may be rated or unrated by any one or more of the ratings agencies referred to below. The rating of a particular Tranche of Instruments to be issued under the Programme may be specified in the applicable Final Terms. Each of EDP and EDP B.V. is rated Baa3 by Moody's Investors Service Limited ("Moody's"), BBB- by Fitch Ratings Ltd. ("Fitch") and BBB- by Standard & Poor's Global Ratings acting through Standard & Poor’s Credit Market Services France SAS ("Standard & Poor's"). Instruments issued under the Programme with a maturity of more than one year are expected to be rated Baa3 by Moody's, BBB- by Fitch and BBB- by Standard & Poor's. A brief explanation of the meanings of these ratings is set out in "General Information". Where an issue of Instruments is rated, its rating will not necessarily be the same as the rating applicable to the Programme. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. Each of Moody's, Fitch and Standard & Poor's is established in the European Union and is registered under Regulation (EC) No. 1060/2009 (as amended) (the "CRA Regulation"). As such, each of Moody's, Fitch and Standard & Poor's is included in the list of credit rating agencies published by the European Securities and Markets Authority on its website in accordance with the CRA Regulation. Interest and/or other amounts payable under the Instruments may be calculated by reference to certain reference rates (the “Programme Benchmarks”). Any such reference rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the Final Terms will indicate whether or not the benchmark is provided by an administrator included in the register of administrators and benchmarks established and maintained by the European Securities and Markets Authority (“ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may have the result that the administrator of a particular benchmark is not required to appear in the register of administrators and benchmarks at the date of the Final Terms. The registration status of any administrator under the Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change in the registration status of the administrator. Arranger for the Programme MORGAN STANLEY Dealers Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander Totta, S.A. Barclays BNP PARIBAS Caixa - Banco de Investimento, S.A. CaixaBank Citigroup Deutsche Bank Haitong Bank, S.A. HSBC ING J.P. Morgan Millennium Investment Banking Mizuho Securities Morgan Stanley MUFG NatWest Markets Société Générale Corporate and Investment Banking 5 September 2018 2 IMPORTANT INFORMATION This Base Prospectus comprises a base prospectus for the purposes of Article 5.4 of the Prospectus Directive. EDP B.V. as Issuer and EDP in its capacity as Issuer and as Keep Well Provider accept responsibility for the information contained in this Base Prospectus and the Final Terms for each Tranche of Instruments issued under the Programme. To the best of the knowledge and belief of EDP and EDP B.V. (each of which has taken all reasonable care to ensure that such is the case), the information contained in this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. This Base Prospectus should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference (see "Documents Incorporated by Reference") and, in relation to any Tranche of Instruments which is the subject of Final Terms, such Final Terms should be read and construed on the basis that those documents are incorporated in and form part of this Base Prospectus. The language of the Base Prospectus is English. Certain legislative references and technical terms have been cited in their original language in order that the correct technical meaning may be ascribed to them under applicable law. Each Issuer has confirmed to the Dealers and Deutsche Trustee Company Limited (the "Trustee") that this Base Prospectus is true, accurate and complete in all material respects and is not misleading; that the opinions and intentions expressed herein are honestly held and based on reasonable assumptions; that there are no other facts in relation to the information contained or incorporated by reference in this Base Prospectus the omission of which would, in the context of the Programme or the issue of Instruments, make any statement herein or opinions or intentions expressed herein misleading in any material respect; and that all reasonable enquiries have been made to verify the foregoing.

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