Minutes of the Board of Directors´ Meeting held on August

Transcrição

Minutes of the Board of Directors´ Meeting held on August
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 BOARD OF DIRECTORS’ MEETING
HELD ON AUGUST 20, 2012
DATE, TIME AND VENUE: Held on August 20, 2012, at 10:00 a.m., at the Company's headquarters
located at Praça XV de Novembro nº 20, 10º andar, salas 1002 and 1003, Centro, in the city and
state of Rio de Janeiro.
ATTENDANCE AND CALL NOTICE:
The call notice formalities were complied with, after which the
meeting was attended by the sitting Board members Djalma Bastos de Morais, Wilson Pereira dos
Santos, Pedro Grossi Junior, John Michael Streithorst, Luiz Carlos da Silva Cantídio Júnior,
Antônio de Pádua Barbedo, Carlos Roberto Cafareli, Maurício Luis Luchetti, Ernesto Paulo da
Silva Nunes, João Almeida dos Santos, Luiz Ricardo da Câmara Lima.
PRESIDING BOARD: Djalma Bastos de Morais presided over the meeting and invited Ari Cesar
Paiva de Almeida to act as secretary.
AGENDA: (1) To increase the Company’s capital within the limits of authorized capital by issuing
common and preferred shares, as a result of 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 (“Units”), each Unit representing one common
share and two preferred shares, all of which registered, non-par, 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, and (2) To
authorize the Company's Board of Executive Officers to take all the necessary steps to implement
the decisions taken in relation to item (1) above.
RESOLUTIONS TAKEN: Following discussion of the agenda, those Board members present,
unanimously and without restrictions, resolved to:
(1) Approve the Company’s capital increase, within the limits of authorized capital in the amount of
R$195,000,000.00 (one hundred and ninety-five million reais), through the issue of 9,000,000
shares, 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, through the exercise of the stock option granted by the Company to the
BofA Merrill Lynch, for the distribution of the supplementary lot of Units to meet excess demand
within the scope of and under the same conditions of the issue, with the exclusion of the preemptive
SCBF-RJ - 342984v2
rights of the Company's current shareholders for the subscription of the shares, pursuant to article
172, item I, of Brazilian Corporation Law and Article 9 of the Company's Bylaws.
Due to the capital increase approved herein, the Company's capital will increase 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 common shares and 113,981,196 preferred shares, all non-par, registered, bookentry shares.
Also approve that the new shares issued, pursuant to the items above, will have the same rights as
those granted to other shares of the Company under the Company's Bylaws and the applicable
legislation, and are entitled to receive full dividends and other payments of any nature that may be
declared by the Company after the settlement date of the distribution of the supplementary lot of
Units and,
(2) Authorize the Company’s Board of Executive Officers to take all the necessary steps to
implement the aforementioned resolutions.
CLOSURE: There being no further business to discuss, the Board of Directors’ meeting was
adjourned and these minutes were drawn up, read, found to be in compliance and signed by all
attending members
____________________________________
Ari Cesar Paiva de Almeida
Secretary
___________________________________
Djalma Bastos de Morais
Chairman
____________________________________
Wilson Pereira dos Santos
Sitting Member
___________________________________
Pedro Grossi Junior
Sitting Member
____________________________________
John Michael Streithorst
Sitting Member
___________________________________
Luiz Carlos da Silva Cantidio Júnior
Sitting Member
____________________________________
Antônio de Pádua Barbedo
Sitting Member
___________________________________
Carlos Roberto Cafareli
Sitting Member
____________________________________
Maurício Luís Luchetti
Sitting Member
___________________________________
Ernesto Paulo da Silva Nunes
Sitting Member
____________________________________
João Almeida dos Santos
Sitting Member
____________________________________
Luiz Ricardo da Câmara Lima
Sitting Member

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