MINUTES OF THE NINETY-SEVENTH

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CNPJ/MF 02.474.103/0001-19 – NIRE 4230002438-4
A Publicly Listed Company - CVM Registration Number 1732-9
MINUTES OF THE NINETY-SEVENTH MEETING OF THE BOARD OF
DIRECTORS OF TRACTEBEL ENERGIA S.A.
On May 6, 2009 at 10:00 a.m. at Av. Almirante Barroso, 52, 14th floor, room 1401 in the city
and state of Rio de Janeiro, subsequent to its regular convening, a meeting of the Board of
Directors of Tractebel Energia S.A. was held, the following effective board members being
present: Maurício Stolle Bähr, Manoel Arlindo Zaroni Torres, Jan Franciscus Maria Flachet,
Luiz Leonardo Cantidiano Varnieri Ribeiro, José Pais Rangel and Luiz Antonio Barbosa, and
in the justified absence of the effective board member Alain F. M. L. Janssens, the respective
alternate José Carlos Cauduro Minuzzo, representing the majority of the board members. The
meeting was presided by the Director, Maurício Stolle Bähr, who proposed that I, José Moacir
Schmidt, should act as the meeting’s secretary, the proposal being duly seconded by the other
Directors. Welcoming those present, the President called the meeting to order placing the
matters on the Agenda of the Day in discussion as itemized in the Convening Notice CA0004/2009 of April 30, 2009 as follows: Item 1 – to approve the First Quarter 2009’s Results;
Item 2 – to approve the granting of a Corporate Guarantee of Tractebel Energia S.A. and a
Pledge on Shares, the ownership of Gama Participações Ltda., for all the shares issued by
Eólica Pedra do Sal S.A., as guarantees for contracting a credit line from the National
Economic and Social Development Bank - BNDES for the Eólica Pedra do Sal S.A. project;
Item 3 – to approve the signature of Amendment Agreement 3 to the Contract
DGT.NAJL.05.30204 and Amendment Agreement 2 to the Contract DGT.NACH.05.30270
with respect to the supply of coal to the Jorge Lacerda Thermoelectric Complex; and Item 4 –
to deliberate on matters of general interest to the Company. RESOLUTIONS: following
discussion of the items on the agenda of the day, the President put the said items to the vote,
the Directors resolving as follows: Item 1 – to unanimously approve, pursuant to the
presentation made, the respective documentation being filed with the Company, the First
Quarter’s Result for 2009, the Directors understanding that this documentation adequately
represents the Company’s numbers and results during the period; Item 2 – to unanimously
approve, pursuant to DD-384-0001 of May 4, 2009, and the presentation made, the respective
documentation being filed with the Company, the granting of a corporate guarantee in favor
of the BNDES for financing worth R$ 72.3 million for the Eólica Pedra do Sal S.A. Project.
Consequently, the Company’s Management Board is authorized to grant a Corporate
Guarantee for the financing discussed herein and adopt all the necessary measures arising
from this resolution as well as ratify all acts already practiced. Furthermore, the Management
Board of Gama Participações Ltda., owner of 99% of the capital stock of Eólica Pedra do Sal
S.A., is authorized to pledge in favor of the BNDES, the totality of the shares acquired and
share which may be acquired in the future and all the benefits, profits, income, bonuses etc.,
as guarantees for complying with all obligations arising from the contracting of the finance;
Item 3 – to unanimously approve, pursuant to DD-383-0002 and DD-383-0004, both dated
April 14, 2009, and to the presentation effected, the relative documentation filed with the
Company, the signing of Amendment Agreement 3 to Contract DGT.NAJL.05.30204 and
Amendment Agreement 2 to Contract DGT.NACH.05.30270, respectively, relative to the
supply of coal to the Jorge Lacerda Thermoelectric Complex and to the Charqueadas
Thermoelectric Power Plant. The said Amendment Agreements imply no alteration in the
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]
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value of the contracts, but only in the substitution of the parametric readjustment formula for
coal prices. Conclusion: The floor being given to the Directors present and in addition to the
detailed discussions conducted with respect to the resolutions on the matters on the agenda,
and no other issues being raised, the President proceeded to declare the work of the meeting
concluded, requesting that I, as Secretary, 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 President, and by myself as Secretary. Rio de Janeiro RJ,
May, 6 2009.
Maurício Stolle Bähr
Director - President
Manoel Arlindo Zaroni Torres
Director
Luiz Leonardo Cantidiano Varnieri Ribeiro
Director
Jan Franciscus Maria Flachet
Director
Luiz Antonio Barbosa
Director
José Pais Rangel
Director
José Carlos Cauduro Minuzzo
Alternate 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]