minuta - CPFL Renováveis

CPFL ENERGIAS RENOVÁVEIS S.A.
NIRE 3530033581-3 – CVM 20540
CNPJ/MF # 08.439.659/0001-50
Minutes of the Board of Directors’ Meeting
held on September 26, 2013
DATE, TIME AND PLACE: September 26, 2013, at 9:00 a.m. at CPFL Energias Renováveis
S.A. (“Company”) registered office located at Avenida Doutor Cardoso de Melo, 1,184, 7 th floor,
Vila Olímpia, Postal Code 04548-004, in the City of São Paulo, State of São Paulo,
PANEL: Wilson P. Ferreira Júnior, Chairman; Eliana de Faria Frazão, Secretary.
CALL: Call made by email by the Chairman of the Board of Directors, pursuant to Paragraph Two
of Article 17 of the Company’s Bylaws.
ATTENDANCE: Board Members: Messrs. Wilson P. Ferreira Junior; Carlos da Costa Parcias
Junior; Alcides Casado de Oliveira Junior; Gustavo Estrella; Otavio Lopes Castello Branco Neto;
Oderval Esteves Duarte Filho and Edward Misrahi, the latter by teleconference
AGENDA: Deliberate on i) the issue of the letter of guarantee by Bons Ventos Geradora de
Energia S.A., a Company’s subsidiary, in favor of Banco do Nordeste do Brasil, for the renewal of
the guarantee currently in force; (ii) contracting by SPE Macacos Energia S.A., SPE Juremas
Energia S.A., SPE Costa Branca Energia S.A., SPE Pedra Preta Energia S.A. and Campo dos
Ventos II Energias Renováveis S.A., Company’s subsidiaries, of a financing line with BNDES; (iii)
recording the resignation of current members of the Company’s Financial and Operating
Committees; and (iv) election of new members of the Company’s Financial and Operating
Committees.
DECISION UNANIMOUSLY MADE: After examining and discussing the matter on the
Agenda, the board members decided without any exception:
(i) Pursuant to Management Resolution # 087/2013, the renewal of the letter of guarantee to be
issued by Banco Safra S.A., according to the conditions that follow: (a) favored: Banco do
Nordeste do Brasil; (b) contracting company: CPFL Energias Renováveis S.A.; (c) beneficiary
company: Bons Ventos Geradora de Energia S.A., a Company’s subsidiary; (d) term: up to 1 (one)
year; (e) volume: up to R$ 135 million; (f) commission: 0.60% a year; (g) guarantee: corporate
endorsement by CPFL Energias Renováveis S.A.;
(ii) Pursuant to the Management Resolution # 087/2013, approve the contracting by SPE Macacos
Energia S.A., SPE Juremas Energia S.A., SPE Costa Branca Energia S.A., SPE Pedra Preta Energia
S.A. and Campo dos Ventos II Energias Renováveis S.A. (“SPEs”), subsidiaries of the Company,
of a financing line with Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”) for
the construction of their relevant wind projects, upon signing financing agreements in the amount
of up to R$ 395,000,000.00 (three hundred and ninety five million reais), FINEM Subcredit, at the
cost of Long-Term Interest Rate (“LTIR”), plus 2.18% p.a., amounting to some 7.18% p.a., with a
six-month grace period (subsequent to the start of operations, and a16-year term after the end of the
grace period (monthly amortizations), as well as the contracts that are comprised in the guarantee
package that follows: (a) pledge of all shares held currently and in the future by Eólica Holding
(“EOL Holding”), and issued by the beneficiary SPEs and current and future shares held by CPFL
Renováveis and issued by EOL Holding; (b) the fiduciary assignment of credit rights arising from
Energy Purchase Contracts in the Regulated Environment (CCEARs) and the Contract of Purchase
and Sale of Electric Energy under Incentive Scheme (CCEI) executed by the beneficiaries; (c)
fiduciary assignment of machines and equipment associated with the wind projects; (d) pledge of
the rights emerging from the authorization resolutions issued by Agência Nacional de Energia
Elétrica – ANEEL concerning the wind projects; (e) pledge of the rights emerging from the
contracts of supply of material and electromechanical assembly, and the maintenance and service
supply agreements executed by the beneficiaries; (f) fiduciary assignment of the resources of the
centralizing account, debt servicing reserve accounts and the O&M reserve account pursuant to the
conditions set forth in the financing agreements and (g) corporate endorsement by CPFL
Renováveis until the physical and financial conclusion of the relevant wind projects;
(iii) Record the resignation by Messrs. (a) Roberto Sahade as a member of the Company’s
Financial and Operating Committees, elected at the Board of Directors Meeting held on August 30,
2012, who shall cease to perform his activities as a member of the Financial and Operating
Committees from September 26, 2013; and (b) José Ferreira Abdal Neto as a member of the
Company’s Financial and Operating Committees, elected at the Board of Directors Meeting held on
June 28, 2012, who has ceased to perform his activities as a member of the Financial and Operating
Committee since August 19, 2013.
(iv) Elect as new members of the Financial Committee Messrs.: (i) Antonio Carlos Bassalo,
Brazilian citizen, divorced, Accounting Director, bearer of identity Card RG #4.895.828-1 IFP/RJ,
enrolled in the CPF/MF under number 302.680.448-72; (ii) Victor Fagali de Souza, Brazilian
citizen, married, business administrator, bearer of identity Card RG #28.086.120, issued by
SSP/SP, enrolled in the CPF/MF under number 26.0735.068-99; (iii) Carlos Wilson Silva Ribeiro,
Brazilian citizen, married, Corporate Finances Director, bearer of identity Card RG # 06.370.593-3,
enrolled in the CPF/MF under number 992.522.527-20; (iv) Lucas Caulliraux Martinelli,
Brazilian citizen, unmarried, economist, bearer of identity Card RG # 13.083.772-7 issued by
DIC/RJ and enrolled in the CPF/MF under number 094.411.547-09; and (v) Andre Franco Sales,
Brazilian citizen, married, engineer, bearer of identity Card RG # 09.896.814-2-IFP-RJ and
enrolled in the CPF/MF under number 277.990.458-50. Elect as new members of the Company’s
Operating Committee: (i) Alcides Casado de Oliveira Junior, Brazilian citizen, divorced,
economist, bearer of Identity Card RG # 10.176.207, issued by SSP/SP, enrolled in the CPF/MF
under number 065.278.298-17; (ii) Alex de Araujo Germer, Brazilian citizen, married, engineer,
bearer of Identity Card RG # 11.669.038-SSP-SP, enrolled in the CPF/MF under number
058.814.798/23; (iii) Lucas Caulliraux Martinelli, Brazilian citizen, unmarried, economist, bearer
of Identity Card RG # 13.083.772-7 issued by DIC/RJ and enrolled in the CPF/MF under number
094.411.547-09; (iv) Andre Franco Sales, Brazilian citizen, married, engineer, bearer of Identity
Card RG # 09.896.814-2-IFP-RJ and enrolled in the CPF/MF under number 277.990.458-50; and
(v) Peter Eric Volf, Brazilian citizen, living under common law marriage, mechanical engineer,
bearer of Identity Card # 19.729.439-X SSP/SP, enrolled in the CPF/MF under number
071.709.878-80.
CLOSING AND RECORDING OF THE MINUTES: having no further business, the Chairman
offered the floor to whoever wished to speak and, as nobody did, he declared the work completed,
and adjourned the meeting for the time necessary to draw up these minutes, which after resuming
the meeting were read, approved and signed by all those present.
PANEL: Mr. Wilson P. Ferreira Junior, Chairman; and Mrs. Eliana de Faria Frazão, Secretary.
BOARD MEMBERS PRESENT: Board Members: Messrs. Wilson P. Ferreira Junior; Carlos da
Costa Parcias Junior; Alcides Casado de Oliveira Junior; Gustavo Estrella; Otavio Lopes Castello
Branco Neto; Oderval Esteves Duarte Filho and Edward Misrahi, the latter by teleconference.
I hereby certify that this is an identical copy of the Minutes drawn in the appropriate book.
São Paulo, September 26, 2013.
_______________________________________
Eliana de Faria Frazão
Secretary