Minutes of the Extraordinary General Meeting
Transcrição
Minutes of the Extraordinary General Meeting
TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. Corporate Taxpayer’s ID (CNPJ/MF): 07.859.971/0001-30 Company Registry (NIRE): 33.3.0027843-5 MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING HELD ON JUNE 6, 2012 1. DATE, TIME AND VENUE: Held on June 6, 2012, at 8:00 a.m., at the Company's headquarters, located at Praça XV de Novembro nº 20, 10º floor, salas 1002 and 1003, Centro, in the city and state of Rio de Janeiro. 2. ATTENDANCE: Shareholders representing more than two-thirds of the Company’s voting capital, as per the signatures in the Company Shareholders' Attendance Book. 3. CALL NOTICE AND PUBLICATIONS: The Call Notices were published in the Official Gazette of the State of Rio de Janeiro and the Valor Econômico newspaper (national edition) on May 22, 23 and 24, 2012, as per the publications in Attachment I to these Minutes. 4. PRESIDING BOARD: Mrs. Maria Alice Souza Leal, representing the shareholder Fundo de Investimento em Participações Coliseu, chaired the meeting and invited Arnaldo de Mesquita Bittencourt Neto, representing the shareholder Cemig Geração e Transmissão S.A., to act as secretary. 5. AGENDA: To resolve on: (a) the Company’s participation in the Auction 05/2012-ANEEL, severally or as member of a consortium and the Company is authorized to create a Special Purpose Entity (SPE), if it is declared the auction winner. 6. Resolutions: The attending shareholders resolved : (A) To unanimously approve, without any restrictions, the Company’s participation in the Auction 05/2012 to be conducted by the Brazilian Electricity Regulatory Agency ("ANEEL"), and the Company is authorized to make bids for the lots related to this Auction, severally or as member of a consortium, being able to make bids that do not imply an IRR lower than that one defined by its Board of Directors. Likewise, the Company is authorized to create a Special Purpose Entity (SPE) required pursuant to the Auction’s Public Notice, and the Bylaws and any shareholders’ agreement of referred SPE shall be similar to one of the templates of Bylaws and shareholders’ agreement verified in the Entities composing the Company’s Economic Group. Subsequently, shareholders deemed relevant to record in the minutes the understanding that, as provided for by the Company’s Bylaws, it shall be incumbent upon the Board of Directors, as the authority that guides the Company’s business, to resolve on all other matters necessary to the Company’s participation in referred Auction, especially, but not limited to: (a) define how the Company will participate in the Auction (if severally or by means of a consortium); (b) define the IRR which shall be the threshold for the bids to be made by the Company in the Auction; and, (c) grant powers to the Company’s Board of Executive Officers take all the measures necessary to the Company’s participation in the Auction. CLOSURE: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up, read, found in compliance and signed by all attending shareholders. ___________________________________ Maria Alice Souza Leal Chairman ____________________________________ Arnaldo de Mesquita Bittencourt Neto Secretary Shareholders: ___________________________________ Cemig Geração e Transmissão S.A. By Arnaldo de Mesquita Bittencourt Neto ___________________________________ Fundo de Investimento em Participações Coliseu By Maria Alice Souza Leal ATTACHMENT I PUBLICATIONS