transmissora aliança de energia elétrica s

Ata No. 2012/02
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 FISCAL BOARD’S MEETING
HELD ON JULY 19, 2012
1.
DATE, TIME AND VENUE: Held on July 19, 2012, at 5 p.m., at the Company's headquarters located at
Praça XV de Novembro nº 20, 10º andar, salas 1002 e 1003, Centro, in the city and state of Rio de Janeiro
2.
ATTENDANCE AND CALL NOTICE: The call notice formalities were complied with, and
the Fiscal Board members Eduardo Cysneiros de Morais, João Carlos Lindau, Jorge Khoury Hedaye,
Clayton Ferraz de Paiva and José Maria Rabelo attended the Meeting.
3.
PRESIDING BOARD: Eduardo Cysneiros de Morais presided over the meeting and Ari Cesar Paiva de
Almeida to act as secretary.
4.
AGENDA: The members of the Company’s Fiscal Board met to: (1) express an opinion on the
establishment and justification of the issue price of share deposit certificates ("Units"), with each unit
representing one common share and two preferred shares, all registered, book-entry and without par
value, free and clear of any liens or encumbrances, issued by the Company in the primary public
offering of Units issued by the Company ("Offering") to be held in the over-the-counter market, in
Brazil, pursuant to Instruction 400 issued by the Brazilian Securities and Exchange Commission
("CVM") on December 29, 2003, as amended ("CVM Instruction 400") and other applicable
regulations, under the coordination of Banco BTG Pactual S.A. (“Lead Manager”), Bank of America
Merrill Lynch Banco Múltiplo S.A. (“Merrill Lynch”), Goldman Sachs do Brasil Banco Múltiplo
S.A. (“Goldman Sachs”), Banco Santander (Brasil) S.A. (“Santander”) and BB-Banco de
Investimento S.A.(“BB Investimentos” and, together with the Lead Manager, Merrill Lynch,
Goldman Sachs and Santander, "Underwriters"), and with placement efforts abroad, through
investment mechanisms regulated by the National Monetary Council, the Brazilian Central Bank and
the CVM, (a) in the United States, for qualified institutional investors, resident and domiciled in the
United States of America, as defined in Rule 144A, issued by the U.S. Securities and Exchange
Commission ("SEC"), for operations exempt from registration in the United States of America, in
accordance with the U.S. Securities Act of 1933, as amended ("Securities Act"), and (b) for investors
in other countries (except Brazil and the United States of America) who do not reside in the United
States of America or are not incorporated in accordance with the laws of that country (non U.S.
Persons), in accordance with the law of the country of residence of each investor, based on
Regulation S, for operations exempt from registration under the Securities Act; and (2) express an
opinion on the Company’s capital increase, within the authorized capital limits, through the issue of
Ata No. 2012/02
common and preferred shares, represented by Units, and the number of Units to be issued in the
Offering.
5.
RESOLUTIONS TAKEN: After discussing matters, the Fiscal Board members present,
unanimously and without any restrictions, resolved to:
(1) Express an opinion in favor of setting the issue price of the Units based on the Bookbuilding
Process carried out by the Underwriters of the Offering with institutional investors, in
accordance with Article 44 of CVM Instruction 400, justifying the criterion to determine the
Price per Unit, in accordance with item III, paragraph 1 of Article 170 of Brazilian Corporate
Law, given that this price does not unduly dilute the current shareholders of the Company,
and the market value of the Units to be subscribed was measured after the Bookbuilding
Process, which reflects the amounts that institutional investors had in their orders to subscribe
to Units in the context of the Offering.
(2) Express an opinion in favor of the Company’s capital increase within the authorized capital
limits, amounting to R$1,560,000,000.00, from R$1,312,535,193.28 to R$2,872,535,193.28,
by issuing 72,000,000 shares, 24,000,000 of which common and 48,000,000 preferred, all
registered, book-entry and without par value, which will be subject to the Offering,
increasing the Company’s capital from 263,498,907 shares, 203,517,711 of which common
and 59,981,196 preferred, to 335,498,907 shares, 227,517,711 of which common and
107,981,196 preferred, excluding the preferential right of the Company’s current shareholders
in the subscription, in accordance with Article 172, I of Brazilian Corporate Law, and
pursuant to Article 9 of the Company’s Bylaws.
Página de assinaturas da ata da Reunião do Conselho Fiscal da Transmissora Aliança de Energia Elétrica S.A. realizada em 10 de maio de 2012.
6
CLOSURE: There being no further business to discuss, Fiscal Board’s meeting was adjourned and
these minutes were drawn up, read, found to be in compliance and signed by all attending members.
Rio de Janeiro, July 19, 2012.
___________________________________ ____________________________________
Eduardo Cysneiros de Morais
Ari Cesar Paiva de Almeida
Chairman
Secretary
___________________________________ ____________________________________
João Carlos Lindau
Jorge Khoury Hedaye
Sitting Member
Sitting Member
___________________________________ ____________________________________
Clayton Ferraz de Paiva
José Maria Rabelo
Sitting Member
Sitting Member
Página de assinaturas da ata da Reunião do Conselho Fiscal da Transmissora Aliança de Energia Elétrica S.A. realizada em 10 de maio
de 2012.
Fiscal Board members present:
___________________________________ ____________________________________
Eduardo Cysneiros de Morais
Clayton Ferraz de Paiva
Titular
Titular
___________________________________ ____________________________________
José Maria Rabelo
Jorge Khoury Hedaye
Titular
Titular
___________________________________
João Carlos Lindau
Titular