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]