Minutes of the Fiscal Council Meeting held on August 20, 2012
Transcrição
TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. COMPANY REGISTRY (NIRE): 33.3.0027843-5 CORPORATE TAXPAYER’S ID (CNPJ/MF): 07.859.971/0001-30 MINUTES OF THE FISCAL BOARD MEETING HELD ON AUGUST 20, 2012 1. DATE, TIME AND VENUE: Held on August 20, 2012, at 11 a.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 João Carlos Lindau, Jorge Khoury Hedaye, Clayton Ferraz de Paiva and José Maria Rabelo attended the Meeting PRESIDING BOARD: Clayton Ferraz de Paiva presided over the meeting and Ari Cesar Paiva de Almeida to act as secretary. 3. 4. AGENDA: The members of the Company's Fiscal Council met to resolve on the increase in the Company’s capital within the limits of authorized capital by issuing common and preferred shares, as a result of the exercise of the stock option granted by the Company to the Bank of America Merrill Lynch Banco Múltiplo S.A. (“BofA Merrill Lynch”), for distribution of a supplementary lot of share deposit certificates s (“Units”), each Unit representing one common share and two preferred shares, all of which non-par, registered, book-entry shares, free and clear of any liens or encumbrances, to meet excess demand during the public issue of Units by the Company (“Offering”), in the context and under the same conditions of the issue. 5. RESOLUTIONS TAKEN: After discussing the matter, the Board members unanimously approved the increase in the Company’s capital, within the limits of the authorized capital through the issue of 9,000,000 shares, all free and clear of any liens or encumbrances, comprising 3,000,000 non-par, registered, book-entry common shares and 6,000,000 non-par, registered, book-entry preferred shares, totaling 3,000,000 Units, each Unit representing one common share and two preferred shares, at an issue price of R$65.00 per Unit, in the amount of R$195,000,000.00 (one hundred and ninety-five million reais), increasing the Company’s capital from R$2,872,535,193.28 (two billion, eight hundred seventy-two million, five hundred and thirty-five thousand, one hundred and ninety-three reais and twenty eight centavos), represented by 335,498,907 shares, of which 227,517,711 common shares and 107,981,196 preferred shares, to R$3,067,535,193.28 (three billion, sixty-seven million, five hundred thirty-five thousand, one hundred and ninety three reais and twenty-eight centavos), represented by 344,498,907 shares, of which 230,517,711 non-par, registered, book-entry common shares and 113,981,196 non-par, registered, book-entry preferred shares, with the exclusion of the preemptive rights of the Company's current shareholders for the subscription of the shares, pursuant to article 172, item I, of the Brazilian Corporation Law and Article 9 of the Company's Bylaws. 1 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, August 20, 2012. ___________________________________ ____________________________________ Clayton Ferraz de Paiva Ari Cesar Paiva de Almeida Chairman Secretary Sitting Member ___________________________________ ____________________________________ João Carlos Lindau Jorge Khoury Hedaye Sitting Member Sitting Member __________________________________ José Maria Rabelo Sitting Member 2
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