REN Redes Energeticas Nacionais : Terms and conditions of capital increase

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

Unofficial Translation

This is an unofficial translation of the proposal indicated below and it has been prepared for information purposes only. In the event of any discrepancy between this translation and the Portuguese version, the Portuguese version will prevail.

COMMUNICATION

REN - REDES ENERGÉTICAS NACIONAIS, SGPS, S.A. ANNOUNCES A CAPITAL INCREASE CORRESPONDING TO PROCEEDS IN THE AMOUNT OF EUR 250 MILLION

REN - Redes Energéticas Nacionais, SGPS, S.A. ("REN") hereby announces, in accordance with the applicable legal terms, for the purposes of the applicable legal effects and pursuant to the authorisation set out in Article 4(3) of REN's by-laws, that the Board of Directors of REN has resolved on 10th November 2017, with the favourable prior opinion of the Audit Committee, to increase the nominal share capital of REN, from EUR 534,000,000.00 to up to EUR 667,191,262, through an offering to existing holders of REN's ordinary shares pursuant to their respective pre-emption rights, and other investors who acquire subscription rights, to subscribe for up to 133,191,262 new ordinary, book-entry and registered shares, with nominal value of EUR 1.00 each (the "Rights Offering"). Assuming successful completion of the Rights Offering, the resulting number of ordinary shares of REN will be 667,191,262.

The subscription price was set at € 1.877 per share. The subscription price represents a discount of approximately 25.0% to the theoretical ex-rights price based on the closing price of REN shares on Euronext Lisbon on 10 November 2017.

REN intends to commence the Rights Offering as soon as practicable after receiving approval from the Portuguese Securities and Exchange Commission (CMVM) and publishing of a notice for the exercise of subscription rights and a prospectus, in accordance with applicable law.

REN has received until this moment irrevocable undertakings from several major shareholders, representing in total approximately 30% of the present share capital of REN, informing they will exercise their preferential subscription rights, in the proportion of their corresponding shareholdings.

In connection with the Rights Offering, REN has entered into an underwriting agreement with Banco Santander, S.A., Caixa-Banco de Investimento, S.A. and J.P. Morgan Securities plc (the "Underwriters") (the "Underwriting Agreement"), pursuant to which the Underwriters (which also act as Joint Global Coordinators and Bookrunners) have agreed, severally and not jointly, and subject to certain conditions, to procure subscribers for, or failing which to subscribe for, up to the total remaining offered shares in the Rights Offering. The Underwriting Agreement is subject to standard terms and conditions for transactions of this nature, including termination events.

REN intends to use the proceeds from the capital increase to partially repay a bridge loan which was used to finance the acquisition by REN of EDP Gás, SGPS, S.A. and its subsidiaries, EDP Gás Distribuição, S.A. and EDP Gás GPL - Comércio de Gás de Petróleo Liquefeito, S.A., which closed on 4 October 2017.

Lisbon, November 13th, 2017

REN - Redes Energéticas Nacionais, SGPS, S.A.

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The information contained herein is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Australia or Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

These written materials do not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States. Any securities referred to herein have not been, and will not be, registered under the Securities Act of 1933, as amended, and may not be offered, exercised or sold in the United States absent registration or an applicable exemption from registration requirements. There is no intention to register any of the securities in the United States or to conduct a public offering of securities in the United States.

The issue, exercise or sale of securities in any potential offering are subject to specific legal or regulatory restrictions in certain jurisdictions. The Company assumes no responsibility in the event there is a violation by any person of such restrictions.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, nor shall there be any sale of the securities referred to herein, in any jurisdiction in which such offer, solicitation or sale would be unlawful. Investors must neither accept any offer for, nor acquire or subscribe for, any securities to which this document refers, unless they do so on the basis of the information contained in the applicable prospectus published or offering circular distributed by the Company.

The Company has not authorized any offer to the public of securities in any Member State of the European Economic Area.

This communication is only being distributed to, and is only directed at (A) persons who are outside the United Kingdom or (B) in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which this communication relates will only be available to and will only be engaged in with, relevant persons. Any person who is not a relevant person must not act or rely on this document or any of its contents.