EDP - Energias do Brasil S.A. 26th General Shareholders' Meeting. Proposals by Management

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1 EDP - Energias do Brasil S.A. 26th General Shareholders' Meeting Proposals by Management

2 Item (i) in the Call Notice - "to receive the financial statements from management, examine, discuss, and vote the management report and the financial statements, jointly with the external independent auditors' opinion in connection with the year ended on December 31, 2007." The proposal is to approve the Management Report and the Financial Statements jointly with the external independent auditors' opinion in connection with the year ended on December 31, 2006, which were made available to shareholders for examination at Company headquarters, and remitted to the São Paulo Stock Exchange and also published, pursuant to terms and other applicable provisions in Law no. 6404/76, as amended, in the March 1, 2007 editions of the State of São Paulo Official Gazette and Valor Econômico newspaper.

3 Item (ii) in the Call Notice - "approval of the capital budget." The motion is to approve the capital budget proposal in the amount of R$ 1,901,455, (one billion, nine hundred and one million, four hundred and fifty-five thousand Brazilian reais) for the 2008 and 2009 years, for the purposes of article 196, 2, Law no. 6404/76, as amended, and as follows: CAPITAL BUDGET PROPOSAL EDP - Energias do Brasil S.A. plans to invest R$ 915,455, during the two-year period of 2008/2009 in energy generation with the purpose of pursuing its expansion strategy, highlighting the beginning of construction of UTE Pecem in the State of Ceará, refurbishing of the Mascarenhas, Suíça, and Rio Bonito units, construction of PCH Santa Fé, and other improvements. In addition, the Company intends to make investments in new undertakings in the electricity sector, predominantly in generation, thus contributing to achieve its strategic objective and consolidating its presence in the Brazilian electricity sector, besides acquiring an improved balance in its business portfolio in order to create value for its shareholders. To implement the budgeted projects for the period 2008/2009, the Coy will employ its own and third-party funds, in addition to those allocated to Retained Earnings. Hence, with a view to proceeding with the investments in progress as well as to start projects to meet its strategic objectives, the Company proposes to allocate the sum of R$ 207,212, (two hundred and seven million, two hundred and twelve thousand, fifty-one Brazilian reais, and fifty centavos) to Retained Earnings, in accordance with the capital budget, the approval of which is submitted to shareholders pursuant to articles 196, Law no. 6404/76, as amended. Below follows a summary of changes in financial position for the Investment Program (capital budget): USES R$ Investments in electricity generation: Investments in electricity include funding projects in progress, as well as new projects 1,901,455, for expanding installed capacity. SOURCES R$ Retained earnings ,212, Other own and/or third-party funds 1,694,242, Total 1,901,455,000.00

4 Item (iii) in the Call Notice - "to allocate net profits and dividend pay-outs related to year 2007." It is proposed to approve the allocation of adjusted net profits for the year ended on December 31, 2007, totaling R$ 436,235, (four hundred and thirty-six million, two hundred and thirty-five thousand, eight hundred and ninety-eight Brazilian reais, and forty-two centavos) as follows: (a) Creation of a Legal Reserve equal to the year's adjusted net profit, pursuant to the Brazilian Corporate Law's Article 193, as amended, totaling R$ 21,811, (twenty-one million, eight hundred and eleven thousand, seven hundred and ninety-four Brazilian reais, and ninety-two centavos) as follows); (b) Paying out of dividends totaling R$ 207,212, (two hundred and seven million, two hundred and twelve thousand, and fifty-two Brazilian reais), equal to 50% of adjusted net profits, of which: (i) R$ 119,923, (one hundred and nineteen million, nine hundred and twenty-three thousand Brazilian reais), equal to R$ per common share as interest on capital and ascribed to dividends, which was subject to a resolution and the approval at the 118th Board of Directors' Meeting held on December 18, 2007, "ad referendum" by the General Shareholders' Meeting, payable unadjusted to holders of Company common shares on the base date of December 28, 2007; and (ii) R$ 87,289, (eighty-seven million, two hundred and eighty-nine thousand, and fifty-two Brazilian reais), equal to R$ per common share as dividends, payable unadjusted to holders of Company common shares on the base date of the Board of Directors' Meeting held on March 5, 2008; and (c) Allocation of the remaining balance in the amount of R$ 207,212, (two hundred and seven million, two hundred and twelve thousand, fifty-one Brazilian reais, and fifty centavos), to Retained Earnings for investment purposes, pursuant to the above-described capital budget, should it be approved. The dividends as covered in item "b" above, shall be paid to shareholders in no more than sixty days as of the date of this General Shareholders' Meeting.

5 EDP - Energias do Brasil S.A. 26th General Shareholders' Meeting Proposal by the Controlling Shareholders

6 item (iv) in the Call Notice - "definition of the number of Board of Directors' members, their election, and designation of global compensation for managers." It is proposed to maintain the current number of nine members in the Board of Directors and to reelect the current members for a one-year term of office, i.e.: until the date of the Shareholders' Meeting that will examine the financial statements for the year ending on December 31, 2008: Chairman: Mr. António Luis Guerra Nunes Mexia Vice-Chairman: Mr. António Manuel Barreto Pita de Abreu Members of the Board of Directors: Mr. Nuno Maria Pestana de Almeida Alves Ms. Ana Maria Machado Fernandes Mr. Antonio José Sellare Mr. Francisco Roberto André Gros (independent member) Mr. Pedro Sampaio Malan (independent member) Mr. Francisco Carlos Coutinho Pitella (independent member and recommended by minority shareholders) Mr. Modesto Souza Barros Carvalhosa (independent member and recommended by minority shareholders). It is also proposed to designate the sum of R$ 900, as the global compensation for the Board of Directors' members and for its Committees, and R$ 5,100, as the global compensation for Senior Management for the period from April 2008 to March 2009 inclusive, which individual allocation shall be decided by the Board of Directors pursuant article 14 of the Company's By-laws.

7 Professional descriptions of the members proposed for the Board of Directors of EDP - Energias do Brasil S.A. ANTÓNIO LUIS GUERRA NUNES MEXIA Chairman of the Board of Directors of Energias do Brasil since March 2006, is also Chairman of the Board of EDP - Energias de Portugal. In Brazil, also presides the Compensation Committee of company. Having held important positions in the energy sector in Portugal - as chief executive officer of Associação Portuguesa de Energia for ten years, from 1992 to 2002, in addition to being a senior executive in companies such as Galp Energia and Transgás - he also stands out for having headed the Portuguese government's Ministry of Public Works, Transportation, and Communications, from July 2004 to March In the academic field, he is well-known as a post-graduate professor in European Studies in the Catholic University from 1985 to 1989, and as assistant in the Economics Department of the University of Geneva, between 1979 and ANTÓNIO MANUEL BARRETO PITA DE ABREU Board member and chief executive officer as of January 8, An engineer graduated from Universidade Técnica de Lisboa, active in the electricity industry since Also executive manager of EDP S.A. and manager of Hidrocantábrico Energia. In addition, is president of ELECPOR - Associação Portuguesa das Empresas do Sector Eléctrico, vice president of Associação Portuguesa de Energia, and Board member of Union o f the European Electricity Industry (Eurelectric). Formerly, held a number of Senior Management posts in the electricity industry. In particular, President of REN - Rede Electrica Nacional de Portugal, of EDP Geração, Vice president of EDP Distribuição and of EDP Comercial. As Executive Manager of EDP, was in charge of Regulations., Human Resources, and Energy Distribution.

8 NUNO MARIA PESTANA DE ALMEIDA ALVES A board member since March 2006 and member of the Audit and Compensation Committees. Despite being a graduate in Engineering and Shipbuilding from the University of Michigan in 1980, Nuno Alves made a career in the administrative-financial area. In the same university where he graduated in engineering, he obtained a master's degree in business administration in Three years later he launched his professional career as a technician in studies and planning for Banco Comercial Português. Alves built his career in this institution where he held a number of positions until 1999, when he was appointed chairman of the Board of Directors of CISF Dealer (the investment division of Banco Comercial Português), and in 2000 assumed the position of Manager with responsibility over Treasury and Market in what is currently known as Millennium BCP Investimento (formerly Banco CISF). ANA MARIA MACHADO FERNANDES A Board member since March 2006 and member of the Sustainability and Corporate Governance Committee. Graduated in Economics in 1986 at Faculdade de Economia do Porto, she was a senior manager for Strategic Planning and M&A in Gás de Portugal, reporting directly to the company's CEO, was manager at Transgás S.A. and Galp Energia, SGPS SA, and president and CEO in Galp Power, SGPS SA. Counting on a solid academic background, he gained his MBA at Universidade do Porto in 1989, and in the same year concluded the post-graduate course in finance at Faculdade de Economia do Porto, where he was also assistant in the departments of Analytical Accounting and Financial Analysis, from 1989 to 1991.

9 ANTONIO JOSÉ SELLARE A Board member as of September 14, 2005, vice president of Finance and Investor Relations, and also a sitting member of the Boards of Directors of the companies Bandeirante, Escelsa, Enersul, Energest, Enerpeixe, EDP Lajeado, and Enertrade, and alternate Board member of Investco S.A. A Graduate in Business Administration from PUC São Paulo, he gained experience in financial institutions, with activities involving administration and accounting, investment fund management, stock market and derivatives transactions, risk management, treasury transactions, and modeling financial services. FRANCISCO ROBERTO ANDRÉ GROS As of September 14, 2005, independent board member and chairman of the Audit Committee. Also chairs the Board of Directors of Wilson Sons, and is Vice Chairman of the Board of Directors of Globex Utilidades S.A. A member of the Boards of Directors of OGX Petróleo e Gás, of Lojas Renner, Fosfértil, Welstream, AGCO, and The Nature Conservancy (Brasil). A member of the Board of Advisors of the following companies: Scania Latin America Ltda. and Banco Financia S.A. Graduated in Economics from Princeton University (USA), a former CEO of Aracruz Celulose, of Banco Central do Brasil (twice), of Petrobrás, and of BNDES. Was also a sitting member of the Energy Crisis Management Chamber and in charge of the Electricity Industry Upgrading Committee.

10 PEDRO SAMPAIO MALAN Currently holds the office of chairman of the Board of Directors of Unibanco, of chairman of the Board of Globex-Ponto Frio, of member of the Board of Advisors of Alcoa Alumínio S.A., and Board member of Energias do Brasil A professor of the Department of Economics in the Catholic University of Rio de Janeiro, and the author of dozens of papers on the Brazilian and international economy, published locally and overseas. During eight years from 1995 to 2002, Minister of Finance, and president of Banco Central do Brasil between 1993 and Ministry of Finance special consultant and head negotiator for Foreign Debt Matters from 1991 to 1993; World Bank executive director from 1986 to 1990, and 1992 to 1993; Inter-American Development Bank executive director from 1990 to 1992; From 1983 to 1984, director of the UNO's Center of Transnational Companies, in New York; From 1985 to 1986, director of the UNO's Department of International Economics and Social Matters, in New York. A graduate in Electrical Engineering from PUC Rio de Janeiro in 1965, Pedro Malan is a Ph. D. in Economics from the University of California, Berkeley. FRANCISCO CARLOS COUTINHO PITELLA Director of Investor Relations in GTD PARTICIPAÇÕES S.A. A company with equity interests in EDP - Energias do Brasil S.A. President of the Investment Committee of Energia PCH Fundo de Investimento em Participações. Chairman of the Board of Directors and Director-General of JURUENA PARTICIPAÇÕES E INVESTIMENTOS S.A., a company with equity interests in small hydro plants in the state of Mato Grosso. Represent the trading companies MARC RICH INVESTMENT AG, STRATTON METALS LTD E TRAFIGURA AG in imports and exports of ores and metals Former member the Boards of Directors and of Inspectors of ESCELSA and ENERSUL. A former director of Vale do Rio Doce Alumínio S.A., member of the Boards of Directors of the companies Valesul Alumínio S.A. and Mineração Rio do Norte S.A., and of the Boards of Advisors of Albras - Alumínio Brasileiro S.A. and Alunorte - Alumina do Norte do Brasil S.A. He held the office of Director-General for S o u t h America in the trading companies AIOC Corporation and Marc Rich Investment AG. A graduate in Civil Engineering from the Rio de Janeiro Federal University's Escola Nacional de Engenharia.

11 MODESTO SOUZA B ARROS CARVAL HOSA PROFESSIONA L A board member since September 14, 2005 and member of the Sustainability and Governance Committee. Also a member of the Board of Trustees of Universidade Federal de São Carlos and of Furnace Padre Ancient, of the Board of Directors of Companhia Melhoramentos de São Paulo, and of the São Paulo Stock Exchange's Arbitration Chamber.A Law graduate from Universidade de São Paulo and a doctor in Commercial and Economic Law from this same name, he was its professor of Commercial Law, legal advisor for the São Paulo Stock Exchange, president of the Court of Ethics in Ordem dos Advogados do Brasil (OAB) São Paulo Chapter, and a member of its Constitutional Committee.