Minute of Extraordinary Shareholders Meeting at
Transcrição
Minute of Extraordinary Shareholders Meeting at
CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO Corporate Taxpayer’s Id. (CNPJ/MF): 60.933.603/0001-78 Company Registry No. (NIRE): 35300011996 EXTRAORDINARY GENERAL MEETING DATE AND TIME: On March 11, 2010, at 3 p.m. PLACE: At the Company’s head offices located at Avenida Nossa Senhora do Sabará, 5312, in the city and state of São Paulo. CALL NOTICE: Call notice was published in the editions of February 19, 20 and 23, 2010 of the Official Gazette of the State of São Paulo in the Companies Section, and on February 19, 22 and 23, 2010 in the Valor Econômico newspaper. ATTENDANCE: Shareholders representing more than 2/3 (two thirds) of the voting capital, as per signatures in the Company’s Shareholder Attendance Book and, pursuant to paragraph 1, Article 134 of Federal Law 6,404/76, Mr. Vilson Daniel Christofari, the CEO, and Mr. Geraldo José Sertório Collet Silva, Fiscal Council representative. PRESIDING BOARD: Chairman – Carlos Pedro Jens. Secretary – Paulo Enéas Pimentel Braga. EXTRAORDINARY GENERAL MEETING– (Agenda) 1) Amendment to Bylaws with item (ii) of Paragraph 1 of Article 30 of the Bylaws to read as follows: Article 30 – The fiscal year shall coincide with the calendar year, at the end of which the Executive Board shall prepare the financial statements required by law. Paragraph 1 – The company shall, as of the fiscal year to start on January 1, 2009, in addition to the provision in the current legislation: (i) to prepare its financial statements as set forth in the International Accounting Standards Board (IFRS) or according with the United States Generally Accepted Accounting Principles (US GAAP), as determined by the board of directors, in Brazilian reais or in US dollars, which shall be disclosed in full, in English, along with the management report, explanatory notes, which also present the net profit and shareholders´ equity ascertained at the end of the year according to the Brazilian generally accepted accounting principles and the appropriation proposal of net income, and the report of independent auditors; or (ii) starting from the fiscal year beginning on January 1, 2010, to disclose, in English, the financial statements, management report and explanatory notes in full, prepared according to the Brazilian Corporate Law, along with the supplementary explanatory note stating the reconciliation of the year results and shareholders’ equity ascertained according to the Brazilian generally accepted accounting principles and the IFRS or US GAAP, as the case may be, emphasizing the main differences between the accounting practices employed, and the report of independent auditors. CLARIFICATIONS: 1) The matters were duly discussed by the Council of Capital Defense of the State (CODEC), by means of Opinion 016/2010 of March 1, 2010; 2) These Minutes were drawn up in summary form, pursuant to Article 130, Paragraph 1 of Law 6,404/76. RESOLUTIONS: 1) Amendment of Bylaws, with item (ii) of Paragraph 1 of Article 30 of Bylaws to read as follows: Article 30 - The fiscal year shall coincide with the calendar year, at the end of which the Executive Board shall prepare the financial statements required by law. Paragraph 1 – The company shall, as of the fiscal year to start on January 1, 2009, in addition to the provision in the current legislation: (i) to prepare its financial statements as set forth in the International Accounting Standards Board (IFRS) or according with the United States Generally Accepted Accounting Principles (US GAAP), as determined by the board of directors, in Brazilian reais or in US dollars, which shall be disclosed in full, in English, along with the management report, explanatory notes, which also present the net profit and shareholders´ equity ascertained at the end of the year according to the Brazilian generally accepted accounting principles and the appropriation proposal of net income, and the report of independent auditors; or (ii) starting from the fiscal year beginning on January 1, 2010, to disclose, in English, the financial statements, management report and explanatory notes in full, prepared according to the Brazilian Corporate Law, along with the supplementary explanatory note stating the reconciliation of the year results and shareholders’ equity ascertained 2 according to the Brazilian generally accepted accounting principles and the IFRS or US GAAP, as the case may be, emphasizing the main differences between the accounting practices employed, and the report of independent auditors. The Chairman proposed the discussion of the matters on the Agenda: The representative of the shareholder, São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 016/2010, proposed the approval of item 1. The Chairman submitted the São Paulo State Treasury’s proposal to vote, which was approved unanimously. CLOSURE AND DRAWING UP OF THE MINUTES: There being no further pronouncements, the Chairman adjourned the Extraordinary General Meeting, and determined that these Minutes be drawn up which, after being read and approved, were signed by the presiding board and by the attending shareholders comprising the majority necessary to approve the resolutions taken. Carlos Pedro Jens - Chairman; Paulo Enéas Pimentel Braga – Secretary; Olavo José Justo Pezzotti - representing São Paulo State Treasury; Vilson Daniel Christofari – CEO and shareholder; Luiz Antonio Porto – representing Companhia do Metropolitano de São Paulo – METRÔ; Amadeu Luiz Palmieri - representing the Water and Energy Department – DAEE; Geraldo José Sertório Collet Silva - representing the Fiscal Council; Wilson Luiz Fascina – representing DERSA – Desenvolvimento Rodoviário S.A.; Flávia Ewbank Ribeiro Gomes – representing Centrais Elétricas Brasileiras S.A. – ELETROBRÁS; Anderson Carlos Koch – representing Delaware Group Foundation Funds, Delaware Foundation Equity. São Paulo, March 11, 2010 Carlos Pedro Jens Chairman Paulo Enéas Pimentel Braga Secretary