MINUTES OF THE SEVENTY-SEVENTH MEETING OF THE BOARD
Transcrição
MINUTES OF THE SEVENTY-SEVENTH MEETING OF THE BOARD
0163 CNPJ/MF 02.474.103/0001-19 – NIRE 4230002438-4 MINUTES OF THE SEVENTY-SEVENTH MEETING OF THE BOARD OF DIRECTORS OF TRACTBEL ENERGIA S.A. On May 10, 2007 at 3:00 p.m. at Av. Almirante Barroso, 52, 14th floor, room 1401 in the city and state of Rio de Janeiro, following its regular convening, a meeting of the Board of Directors of Tractebel Energia S.A. was held, the following Directors being present: Maurício Stolle Bähr, Manoel Arlindo Zaroni Torres, Victor-Frank de Paula Rosa Paranhos, Jan Franciscus Maria Flachet, Luiz Antônio Barbosa, José Pais Rangel and Antonio Alberto Gouvêa Vieira. The meeting was presided by the Chairman of the Board of Directors, Maurício Stolle Bähr, who proposed that I, José Moacir Schmidt, should act as secretary, the proposal being duly seconded by the other directors. Welcoming those present, the Chairman called the meeting to order placing the Agenda of the Day in discussion as itemized in the convening notice CA-002/2007 of May 02, 2007 as follows: Item 1 – To approve the Quarterly Information Report – ITR with respect to the First Quarter 2007; Item 2 – To elect the members of the Company’s Board of Executive Officers for a term of office terminating in April 2010; Item 3 – To approve the credit of Interest on Shareholders’ Equity for the period from January 1, 2007 to June 30, 2007; Item 4 – To approve the incorporation of Companhia Energética Meridional-CEM by the Company; Item 5 – To approve the hiring of Deloitte Touche Tohmatsu Auditores Independentes; and Item 6 – General Matters. Following a discussion of the matters in question, the Chairman put the items on the Agenda of the day to the vote, the Directors resolving as follows: RESOLUTIONS: Item 1 – Unanimously approved pursuant to DD-322-0002 of May 7, 2007, and RAD DCO-0006/2007 of May 4, 2007, which are held on file at the Company, the Quarterly Information Report with respect to the First Quarter 2007, the Directors understanding that the said ITR adequately represents the numbers and results of the Company for the period; Item 2 – Approved, by a majority, with the abstention of the director Manoel Arlindo Zaroni Torres specifically in relation to his appointment, justified by his position as Chief Executive Officer of the Company, the proposal for reelection of the current members of the Board of Executive Officers for a term of office terminating in April 2010, as follows: as Chief Executive Officer, MANOEL ARLINDO ZARONI TORRES, Brazilian, married, engineer, ID number M428567 SSP/MG, enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 115.116.056-34; as Planning and Control Officer, MARCO ANTONIO AMARAL SURECK, Brazilian, married, engineer, ID number 993711-0 SSP/PR, enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 200.638.909-25; as Energy Production Officer, JOSÉ CARLOS CAUDURO MINUZZO, Brazilian, married, engineer, ID number 1001904232 SSP/RS, enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 199.412.420-20; as Project Implementation Officer, accumulating the position of Business Development and Commercialization Officer, MIROEL MAKIOLKE WOLOWSKI, Brazilian, married, electrical engineer, ID number 100.911SSI/SC, enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 257.380.46900; as Finance and Investor Relations Officer, MARC JACQUES ZELIE VERSTRAETE, Belgian, married, engineer and economist, enrolled in the Brazilian foreign nationals register with ID number V291716-6 SRE/DPMAF/DPF and enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 009.031.889-70; as Business TRACTEBEL ENERGIA S.A. Rua Antônio Dib Mussi, 366 - CEP 88015-110 - Florianópolis - Santa Catarina - Brasil Fone/Phone: +55 (48) 3221-7000 - Fax: +55 (48) 3221-7001 - www.tractebelenergia.com.br [email protected] 0164 Development and Commercialization Officer, MIROEL MAKIOLKE WOLOWSKI, Brazilian, married, electrical engineer, ID number 100.911-SSI/SC, enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 257.380.469-00; as Administrative Officer, LUCIANO FLÁVIO ANDRIANI, Brazilian, married, administrator, ID number 1/R 374.182 SSI/SC, enrolled in the Brazilian taxpayers’ register (CPF/MF) under number 375.647.309-00, all resident in the city of Florianópolis, capital of the state of Santa Catarina, and with professional domicile, pursuant to Article 72 of the Brazilian Civil Code, at Rua Antônio Dib Mussi, 366, Centro, Florianópolis/SC, CEP 88015-110, where they are available to receive judicial summons and legal notices. The Chairman of the Board thanked the personal endeavor, competence and dedication of the Directors during the term of office that was terminating and wished all a successful new term of office; Item 3 – Unanimously approved, pursuant to DD-322-0001 of May 7, 2007 and RAD PGT-0001/2007 of May 3, 2007 which are held on file at the Company, the proposal of the Board of Executive Officers for credit of interest on shareholders’ equity for the period from January 1 to June 30, 2007 pursuant to Article 9 of Law 9,249/95 and Resolution 207/96 of the Brazilian Securities and Exchange Commission – CVM as follows: a) Value – The gross value of interest on shareholders’ equity shall be R$ 88,000,000.00 (eighty-eight million Reais), corresponding to R$ 0.1348158600 per share; b) Record date – The record date for the entry of interest on shareholders’ equity to the Company’s accounting records shall take place on June 30, 2007 based on the shareholding position of June 11, 2007; c) Trading of the Shares – The Company’s shares shall be traded ex-interest on shareholders’ equity as from June 12, 2007; d) Income Tax Withheld at Source – The value of interest on shareholders’ equity shall be subject to withholding tax at source at a rate of 15% except where shareholders are able to substantiate tax immunity or exemption. In relation to the shareholders resident or domiciled in a country which does not tax income or taxes income at a maximum rate of less than 20%, pursuant to Article 24 of Law 9,430 of December 27 1996, the rate of withholding tax shall be 25%; e) Substantiation of immunity or exemption – Pursuant to the prevailing fiscal legislation, those shareholders that are immune or exempt from withholding tax as at June18, 2007 must present evidence of their fiscal status at the Company’s registered offices at Rua Antônio Dib Mussi, 366 – Centro, Florianópolis – SC, CEP 88015-110, c/o Departamento de Planejamento e Gestão Tributária – PGT; f) Imputation of interest on shareholders’ equity to dividends – The interest on shareholders’ equity, net of income tax at source, shall be imputed to the mandatory dividends pursuant to Article 202 of Law 6.404/76; g) Payment of interest on shareholders’ equity – The interest on shareholders’ equity shall be paid on the basis of existing registration information held at Banco Itaú S.A. on a date to be subsequently established by the Board of Executive Officers and announced through a Notice to Shareholders; Item 4 – Unanimously approved pursuant to DD-322-0003 of May 7, 2007 and RAD DFI-0001/2007 of May 4, 2007, which are held on file at the Company, the incorporation of Companhia Energética Meridional-CEM by the Company pursuant to the draft copy of the document “Protocol for Incorporation of Shares and Corporation and Instrument of Justification between Tractebel Energia and Companhia Energética Meridional”, held on file at the Company. In compliance with the provisions established in sub-section VIII of Article 122 of Law 6,404/76, to submit the documentation relating to this resolution for the further approval of the General Meeting. To authorize the Company’s Board of Executive Officers to adopt all the measures required to implement this resolution; Item 5 – Unanimously approved, pursuant to DD-322-0004 of May 7, 2007 and RAD DCO0005/2007 of May 4, 2007, which are held on file at the Company, the hiring of Deloitte TRACTEBEL ENERGIA S.A. Rua Antônio Dib Mussi, 366 - CEP 88015-110 - Florianópolis - Santa Catarina - Brasil Fone/Phone: +55 (48) 3221-7000 - Fax: +55 (48) 3221-7001 - www.tractebelenergia.com.br [email protected] 0165 Touche Tohmatsu Auditores Independentes for rendering regular independent audit services, replacing Trevisan Auditores Independentes as from April 1, 2007 pursuant to CVM Instruction 308 of May 14, 1999. The floor being given to the Directors present and no point of order being raised, the Chairman proceeded to declare the meeting closed, requesting that I, José Moacir Schmidt, draft these minutes. The said minutes having been subsequently read and found correct were duly signed by the members of the Board of Directors present, including the Chairman, and by myself as Secretary. Rio de Janeiro RJ, May 10, 2007. Maurício Stolle Bähr Chairman Manoel Arlindo Zaroni Torres Director Victor-Frank de Paula Rosa Paranhos Director Jan Franciscus Maria Flachet Director Luiz Antônio Barbosa Director Antonio Alberto Gouvêa Vieira Director José Pais Rangel Director José Moacir Schmidt Secretary TRACTEBEL ENERGIA S.A. Rua Antônio Dib Mussi, 366 - CEP 88015-110 - Florianópolis - Santa Catarina - Brasil Fone/Phone: +55 (48) 3221-7000 - Fax: +55 (48) 3221-7001 - www.tractebelenergia.com.br [email protected]
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