Minutes of the Board of Directors´ Meeting held on August
Transcrição
Minutes of the Board of Directors´ Meeting held on August
TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. COMPANY REGISTRY (NIRE): 33.3.0027843-5 CORPORATE TAXPAYER ID (CNPJ/MF): 07.859.971/0001-30 MINUTES OF THE BOARD OF DIRECTORS’ MEETING HELD ON AUGUST 20, 2012 DATE, TIME AND VENUE: Held on August 20, 2012, at 10:00 a.m., at the Company's headquarters located at Praça XV de Novembro nº 20, 10º andar, salas 1002 and 1003, Centro, in the city and state of Rio de Janeiro. ATTENDANCE AND CALL NOTICE: The call notice formalities were complied with, after which the meeting was attended by the sitting Board members Djalma Bastos de Morais, Wilson Pereira dos Santos, Pedro Grossi Junior, John Michael Streithorst, Luiz Carlos da Silva Cantídio Júnior, Antônio de Pádua Barbedo, Carlos Roberto Cafareli, Maurício Luis Luchetti, Ernesto Paulo da Silva Nunes, João Almeida dos Santos, Luiz Ricardo da Câmara Lima. PRESIDING BOARD: Djalma Bastos de Morais presided over the meeting and invited Ari Cesar Paiva de Almeida to act as secretary. AGENDA: (1) To increase the Company’s capital within the limits of authorized capital by issuing common and preferred shares, as a result of exercise of the stock option granted by the Company to the Bank of America Merrill Lynch Banco Múltiplo S.A. (“BofA Merrill Lynch”), for distribution of a supplementary lot of share deposit certificates (“Units”), each Unit representing one common share and two preferred shares, all of which registered, non-par, book-entry shares, free and clear of any liens or encumbrances, to meet excess demand during the public issue of Units by the Company (“Offering”), in the context and under the same conditions of the issue, and (2) To authorize the Company's Board of Executive Officers to take all the necessary steps to implement the decisions taken in relation to item (1) above. RESOLUTIONS TAKEN: Following discussion of the agenda, those Board members present, unanimously and without restrictions, resolved to: (1) Approve the Company’s capital increase, within the limits of authorized capital in the amount of R$195,000,000.00 (one hundred and ninety-five million reais), through the issue of 9,000,000 shares, free and clear of any liens or encumbrances, comprising 3,000,000 non-par, registered, book-entry common shares and 6,000,000 non-par, registered, book-entry preferred shares, totaling 3,000,000 Units, each Unit representing one common share and two preferred shares, at an issue price of R$65.00 per Unit, through the exercise of the stock option granted by the Company to the BofA Merrill Lynch, for the distribution of the supplementary lot of Units to meet excess demand within the scope of and under the same conditions of the issue, with the exclusion of the preemptive SCBF-RJ - 342984v2 rights of the Company's current shareholders for the subscription of the shares, pursuant to article 172, item I, of Brazilian Corporation Law and Article 9 of the Company's Bylaws. Due to the capital increase approved herein, the Company's capital will increase from R$2,872,535,193.28 (two billion, eight hundred seventy-two million, five hundred and thirty-five thousand, one hundred and ninety-three reais and twenty eight centavos), represented by 335,498,907 shares, of which 227,517,711 common shares and 107,981,196 preferred shares, to R$3,067,535,193.28 (three billion, sixty-seven million, five hundred thirty-five thousand, one hundred and ninety three reais and twenty-eight centavos), represented by 344,498,907 shares, of which 230,517,711 common shares and 113,981,196 preferred shares, all non-par, registered, bookentry shares. Also approve that the new shares issued, pursuant to the items above, will have the same rights as those granted to other shares of the Company under the Company's Bylaws and the applicable legislation, and are entitled to receive full dividends and other payments of any nature that may be declared by the Company after the settlement date of the distribution of the supplementary lot of Units and, (2) Authorize the Company’s Board of Executive Officers to take all the necessary steps to implement the aforementioned resolutions. CLOSURE: There being no further business to discuss, the Board of Directors’ meeting was adjourned and these minutes were drawn up, read, found to be in compliance and signed by all attending members ____________________________________ Ari Cesar Paiva de Almeida Secretary ___________________________________ Djalma Bastos de Morais Chairman ____________________________________ Wilson Pereira dos Santos Sitting Member ___________________________________ Pedro Grossi Junior Sitting Member ____________________________________ John Michael Streithorst Sitting Member ___________________________________ Luiz Carlos da Silva Cantidio Júnior Sitting Member ____________________________________ Antônio de Pádua Barbedo Sitting Member ___________________________________ Carlos Roberto Cafareli Sitting Member ____________________________________ Maurício Luís Luchetti Sitting Member ___________________________________ Ernesto Paulo da Silva Nunes Sitting Member ____________________________________ João Almeida dos Santos Sitting Member ____________________________________ Luiz Ricardo da Câmara Lima Sitting Member
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