Minutes of the Fiscal Council Meeting held on August 20, 2012

Transcrição

Minutes of the Fiscal Council Meeting held on August 20, 2012
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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