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