MINUTES OF THE 31st ORDINARY GENERAL MEETING

EDP – ENERGIAS DO BRASIL S.A.
Publicly-held Company
NIRE 35.300.179.731
CNPJ/MF No. 03.983.431/0001-03
MINUTES OF THE 31st ORDINARY GENERAL MEETING
HELD ON APRIL 09, 2010
1.
DATE, TIME AND PLACE: Held at 11:00 AM on April 9, 2010 at Company headquarters in
the City of São Paulo, State of São Paulo, at Rua Bandeira Paulista, nº. 530 – 1º andar, Bairro
Itaim Bibi, CEP 04532-001.
2.
CALL: The notice of this General Shareholders' Meeting was published in the Official
Gazette of the State of São Paulo, issues of March 10, 11 and 12, 2010 an in the Valor
Econômico newspaper, issues of March 10, 11, 12, 13, and 14, 2010.
3.
ATTENDANCE: Shareholders representing the legal quorum, as per the signatures
included in the Company's Shareholders Attendance Book, were present. Also present were Mr.
Miguel Dias Amaro - Director Vice-President of Finance and Investor Relations and
Management Control and Mr. Leonardo Augusto Giusti, representative of KPMG Independent
Auditors.
4.
BOARD: The meeting was chaired by Mr. Miguel Dias Amaro, Director Vice-President of
Finance and Investor Relations and Management Control and Company's shareholder, who
selected Ms. Maria Cristina Cescon Avedissian to be his secretary.
5.
MANAGEMENT INFORMATION: Mr. Miguel Dias Amaro informed the members in attendance
that the subsidiaries Bandeirante Energia S.A. and Espírito Santo Centrais Elétricas S.A. signed
an Addendum to the related Concession Agreements, under the terms and conditions of the
“standard model” mentioned in Resolution No. 245/2010 of the National Electric Power Agency
(ANEEL), taking into consideration that the determining grounds of the Resolution itself are
expressly bound to the preservation of the economic conditions set forth in the related
Concession Agreements, the perfect legal acts and the legal security upon the introduction of
the neutrality of sector charges in relation to potential future impacts that may occur in the
remaining effective period for the performance of the related Concession Agreements.
6.
AGENDA: The President of the Meeting clarified that the purpose of this General Meeting
was: (i) to take accounts from managers, to examine, discuss and vote the management's report
and the financial statements accompanied by the opinion of the independent auditors for the
fiscal year ended December 31, 2009; (ii) to approve the capital budget; (iii) to approve the
allocation of net profits and dividend pay-outs related to year 2009; (iv) to define the number of
Board members, their election, and designation of global compensation for Company's
managers; and (v) to approve the journal change for Company 's legal publications.
7.
RESOLUTIONS: In continuation of the meeting, shareholders decided as follows:
7.1.
With those legally impeded to vote abstaining from voting, they approved, without
qualification and based on a majority vote, the Management's Report and the Financial
Statements, accompanied by the Independent Auditors' Report, for the fiscal year ended
December 31, 2009, which were made available to the shareholders for consultation at the
Company's headquarters and sent to the Brazilian Securities Commission (CVM) and to the São
Paulo Stock Exchange (Bovespa) and were also published in accordance with the deadlines and
applicable provisions of Law No. 6404/76 as amended, in the March 3 , 2010 issue of the Official
Gazette of the State of São Paulo and of Valor Econômico newspaper.
7.2.
Approved, by majority,
the proposal for capital budget, in the amount of
R$1,858,045,562.15 (one billion eight hundred and fifty-eight million, forty-five thousand
Brazilian reais, five hundred sixty-two reais and fifteen centavos, for the fiscal years 2010 and
2011 pursuant to article 196, paragraph two of Brazilian Corporate Law, and amendments,
which was made available to shareholders for examination at Company headquarters, and
remitted to the Brazilian Securities Commission - CVM and the São Paulo Stock Exchange, and
one copy of which was certified by the presiding officer and filed away at Company
headquarters.
7.3.
Approved, by majority, the allocation of net income for the fiscal year ended on
December 31, 2009, totaling R$623,827,146.00 (six hundred and twenty-three million, eigth
hundred and twenty-seven thousand, one hundred and forty-six Brazilian reais), as follows:
(a)
Creation of a Legal Reserve equivalent to 5% of net income for the year, pursuant to
Article 193 of Brazilian Corporate Law, as amended, in the amount of R$31,191,357.30
(thirty-one one million one hundred ninety-one thousand, three hundred and fifty-seven
Brazilian reais and thirty centavos;
(b)
A dividend pay-out totaling R$296,317,894.35 (two hundred and ninety-six million, three
hundred and seventeen thousand, eight hundred and ninety-four Brazilian reais, and
thirty-five centavos), equal to 50% of net income, at R$1.86921895 per common share,
payable unadjusted to the holders of common Company shares on the base date of this
General Shareholders' Meeting; and
(c)
Allocation of the remaining balance , in the amount of R$296,317,894.35 (two hundred
and ninety-six million, three hundred and seventeen thousand, eight hundred and ninetyfour Brazilian reais, and thirty-five centavos) to the Reserve for Profit Retention caption,
for investments, in accordance with the capital budget approved pursuant to item 7.2,
above.
7.3.1 The dividends that were the subject of item "b", above will be paid to shareholders within
sixty (60) days after the date this Annual General Meeting was held.
7.4.
They have established, based on a majority vote, that the total number of directors that
will compose the Company's Board of Directors will be eight (8). They next approved, by
majority, the re-election of the members of the Board of Directors for a one(1)-year term of
office, i.e., they will hold the position until the date of the general meeting that will examine the
accounts for the fiscal year ending December 31, 2010: CHAIRMAN OF THE BOARD OF
DIRECTORS: Mr. António Luis Guerra Nunes Mexia, Portuguese, married, economist, holder
of Passport No. G542748, resident and domiciled at Rua dos Cordoeiros, 24-1º - 1200-128,
Lisbon - Portugal; VICE-CHAIRMAN OF THE BOARD OF DIRECTORS: Mr. António Manuel
Barreto Pita de Abreu, Portuguese, married, engineer, holder of foreigner's identity card (RNE)
No. V523306-0, enrolled as an individual federal taxpayer (CPF/MF) under No. 231356918-70,
resident and domiciled in São Paulo, capital of the state of São Paulo, with a business address
at Rua Bandeira Paulista, nº. 530, 14º andar, Itaim Bibi, São Paulo/SP; DIRECTORS: Mr. Nuno
Maria Pestana de Almeida Alves, Portuguese, married, engineer, holder of passport No.
G754930, resident at Rua Mato dos Longos, 16, Quinta da Beloura, 2710-444, Sintra - Portugal;
Mrs. Ana Maria Machado Fernandes, Portuguese, married, lawyer, holder of passport No.
G495481, resident and domiciled at Rua Poço dos Negros, 153 - 1st floor, Lisbon - Portugal; Mr.
Francisco Roberto André Gros, Brazilian, divorced, economist, holder of Identity Card No.
1.978.553-4-IFP/RJ, enrolled as an individual federal taxpayer (CPF/MF) under No.
038.644.137-53, resident and domiciled in the city of Rio de Janeiro, capital of the state of Rio
de Janeiro, at Avenida Rui Barbosa, 348 - 4th floor, Flamengo district; Mr. Pedro Sampaio
Malan, Brazilian, divorced, economist, holder of identity card (RG) No. 1.641.979-IFP-RJ,
enrolled as an individual federal taxpayer (CPF/MF) under No. 028.897.227-91, resident and
domiciled in Rio de Janeiro, capital of the state of Rio de Janeiro, with a business address at
Rua Eusébio Matoso, 891 - 4th floor - Pinheiros district, in São Paulo-SP; Mr. Francisco Carlos
Coutinho Pitella, Brazilian, married, engineer, holder of identity card (RG) No. 2689857-IFP/RJ,
enrolled as an individual federal taxpayer (CPF/MF) under No. 370030977-53, resident and
domiciled in Rio de Janeiro, capital of the state of Rio de Janeiro, with a business address at
Praia do Flamengo, 66 - Bld B - suite 1509, Post Code 22210-903, Flamengo District, Rio de
Janeiro-RJ; and Mr. Modesto Souza Barros Carvalhosa, Brazilian, married, lawyer, holder of
identity card (RG) No. 1.230.568 – SSP/SP, enrolled as an individual federal taxpayer (CPF/MF)
No. 007.192.698-49, resident and domiciled in São Paulo, capital of the State of São Paulo, with
a business address at Rua José Maria Lisboa, 1139, São Paulo-SP, the last four directors being
considered as "independent board members" for the purposes and effects of the New Market
Regulation of the São Paulo Stock Exchange (Bovespa).
7.4.1 The newly-elected board members, hereby and/or as declared, have been informed
about their election and have accepted to be elected, and declare that they have never been
charged with any crime that would prevent them from having business activities.
7.4.2 They have approved, by majority, the establishment of the amount of up to eight hundred
and sixty thousand Brazilian reais (R$860,000.00) as the global compensation of the board
members and its committees, and the amount of up to three million Brazilian reais
(R$3,000,000.00) as the total compensation of the Executive Board for the period from April
2010 to March 2011, including said months, and the individual distribution of said compensation
will be decided by the Board of Directors in accordance with article 14 of the Company's bylaws.
7.5. They have approved, by majority, that the newspapers in which the Company should publish
its legal notices are: “Diário Oficial do Estado de São Paulo” (the Official Gazette of the State of
São Paulo) and “Brasil Econômico”
8.
CLOSING: The documents submitted to the Shareholders' Meeting, and the explanations
of vote and abstentions presented were certified by the presiding officers and filed with the head
offices. The floor was made available to anyone wishing to speak, but no one came forward and
the work was closed and the meeting was suspended for the time required for drafting these
minutes, and the attending shareholders unanimously approved drafting the minutes as a
summary as allowed by article 130, paragraph 1, of Law No. 6404/76, and its publication without
shareholders' signatures in accordance with paragraph 2 of article 130 of corporate law, printing
in loose sheets. After the meeting was reopened the minutes were read and found to be faithful,
and was approved and signed by the attending shareholders. President of the Meeting: Miguel
Dias Amaro. Secretary: Maria Cristina Cescon Avedissian. Shareholders: ENERGIAS DE
PORTUGAL INVESTMENTS AND SERVICES, SOCIEDADE LIMITADA, represented by Mrs.
Maria Cristina Cescon Avedissian; EDP – ENERGIAS DE PORTUGAL, S.A., represented by
Mrs. Maria Cristina Cescon Avedissian; BALWERK – CONSULTADORIA ECON. E PART.,
SOCIEDADE UNIPESSOAL, LDA., represented by Mrs. Maria Cristina Cescon Avedissian;
MIGUEL DIAS AMARO; EMPRESA ELÉCTICA PILMAQUEN S.A., represented by Mr. Ramón
Cifuentes Ovalle; GTD PARTICIPAÇÕES S.A., represented by the Officer Mrs. Marcela Brito
Garcia; MODESTO SOUZA BARROS CARVALHOSA; AMADEU ZAMBONI NETO; ANDRÉA
MAZZARO CARLOS DE VINCENTI; THE BOEING COMPANY EMPLOYEE RETIREMENT
PLANS MASTER TRUST; NORGES BANK; FRANKLIN TEMPLETON INVESTMENT FUNDS;
FRANKLIN TEMPLETON CORPORATE CLASS LTD; VANGUARD INVESTMENT SERIES,
PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF
VANGUARD STAR FUNDS; T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE
LATIN AMERICA FUND;T.ROWE PRICE FUNDS SICAV; T.ROWE PRICE INTERNATIONAL
GROWTH & INCOME FUND; MFS UTILITIES FUND; T.ROWE PRICE PERSONAL
STRATEGY FUNDS, INC. ON BEHALF OF ITS SEPARATE SERIES T.ROWE PRICE PERSONAL STRATEGY BALANCED FUND; T. ROWE PRICE PERSONAL STRATEGY
FUNDS INC ON BEHALF OF ITS SEPARATE SERIES; T.ROWE PRICE -PERSONAL
STRATEGY GROWTH FUND;T.ROWE PRICE EQUITY SERIES INC ON BEHALF OF ITS
SEPARATE SERIES T.ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO;
COMMINGLED PENSION TRUST FUND (EMERGING MARKETS EQUITY) OF JP MORGAN
CHASE BANK; T.ROWE PRICE BALANCED FUND, INC.; T.ROWE PRICE OVERSEAS
STOCK FUND; T.ROWE PRICE INSTITUTIONAL CORE PLUS FUND; JPMORGAN
EMERGING ECONOMIES FUND; BLACKROCK KOREA LATIN AMERICAN FUND-MASTER;
JNL/M&G GLOBAL LEADERS FUND; AUSTRALIAN REWARD INVESTMENT ALLIANCE;
RIVERSOURCE INTERNATIONAL SERIES, INC. - RIVERSOURCE DISCIPLINED
INTERNATIONAL EQUITY FUND; ABU DHABI RETIREMENT PENSION AND BENEFITS
FUND; ACADIAN EMERGING MARKETS EQUITY FUND; ADVANCED SERIES TRUST - AST
ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO; ADVANCED SERIES TRUST;
AST T.ROWE PRICE ASSET ALLOCATION PORTFOLIO; ASCENSION HEALTH;
ASCENSION HEALTH MASTER PENSION TRUST; AT&T UNION WELFARE BENEFIT
TRUST; BALENTINE INTERNATIONAL EQUITY FUND SELECT; BGI EMERGING MARKETS
STRATEGIC INSIGHTS FUND LTD; BLACKROCK GLOBAL FUNDS; BLACKROCK LATIN
AMERICA FUND, INC; BMO GLOBAL INFERASTRUCTURE FUND; C.I. EMERGING
MARKETS FUND; CAISSE DE DEPOR ET PLACEMENT DU QUEBEC; CENTRAL STATES
SOUTHEAST AND SOUTHWEST AREAS PENSION FUND; CF MACQUARIE GLOBAL
INFRASTRUCTURE SECURITIES FUND; CI EMERGING MARKETS CORPORATE CLASS;
COLLEGE RETIREMENT EQUITIES FUND; COMMONWEALTH OF PENNSYLVANIA PUBLIC
SCHOOL EMPLOYEES' RETIREMENT SYSTEM; DELAWARE GROUP GLOBAL &
INTERNATIONAL FUNDS - DELAWARE MACQUARIE GLOBAL INFRASTRUCTURE FUND;
EATON VANCE STRUCTURED EMERGING MARKETS FUND; EATON VANCE TAXMANAGED EMERGING MARKETS FUND; EMERGING MARKETS EQUITY POOL;
EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS INDEX NON-LENDABLE
FUND B; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND;
EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND B; EMERGING
MARKETS SUDAN FREE EQUITY INDEX FUND; ENVIRONMENT AGENCY ACTIVE
PENSION FUND; FIDELITY CANADIAN GROWTH COMPANY FUND; FIDELITY CANADIAN
LARGE CAP FUND; FIDELITY FIXED-INCOME TRUST: FIDELITY SERIES GLOBAL EX U.S.
INDEX FUND; FIRST AMERICAN INVESTMENT FUNDS, INC. INTERNATIONAL SELECT
FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; GLOBAL CURRENTS INVESTMENT
TRUST; IBM DIVERSIFIED GLOBAL EQUITY FUND; IBM SAVINGS PLAN; ING MFS
UTILITIES PORTFOLIO; ING WISDOMTREE GLOBAL HIGH-YIELDING EQUITY INDEX
PORTFOLIO; ISHARES MSCI BRAZIL (FREE) INDEX FUND; JOHN HANCOCK FUNDS II:
INTERNATIONAL EQUITY INDEX FUND; JOHN HANCOCK TRUST BALANCED TRUST;
JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A; JOHN HANCOCK
TRUST INTERNATIONAL EQUITY INDX TRUST B; -JOHN HANCOCK TRUST UTILITIES
TRUST; LAUDUS RESENBERG INTERNATIONAL DISCOVERY FUND; MACQUARIE
GLOBAL INFRASTRUCTURE TOTAL RETURN FUND, INC; MANULIFE EMERGING
MARKETS FUND; MICROSOFT GLOBAL FINANCE; MONETARY AUTHORITY OF
SINGAPORE; MUNICIPAL EMPLOYEES' ANNUITY AND BENEFIT FUND OF CHICAGO;
NATIONAL PENSION SERVICE; NOMURA INTERNATIONAL EQUITY UMBRELLA FUNDEMERGING EQUITY SERIES 2; NORTHERN TRUST NON-UCITS COMMON CONTRACTUAL
FUND; NORTHERN TRUST QUANTITATIVE FUND PLC; PENSIONSKASSERNES
ADMINISTRATION A/S; ROBECO CAPITAL GROWTH FUNDS; SCHWAB EMERGING
MARKETS EQUITY ETF; SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX FUND;
SELECT INTERNATIONAL EQUITY MANAGED CORPORATE CLASS; SELECT
INTERNATIONAL EQUITY MANAGED FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES
RETIREMENT SYSTEM; STATE OF NEW MEXICO EDUCATIONAL RETIREMENT BOARD;
STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST; STRATEGIC PARTNERS
MUTUAL FUNDS, INC - JENNISON EQUITY INCOME FUND; THE MASTER TRUST BANK OF
JAPAN, LTD. RE: MTBC400035147; THE ROYAL BANK OF SCOTLAND PLC AS DEP OF
M&G GLOBAL EM MKTS FD A SUB FD OF M&G INVESTMENT FUNDS (7); THE ROYAL
BANK OF SCOTLAND PLC AS DEPOSITARY OF LEGG MASON GLOBAL EQUITY INCOME
FUND; TREASURY GROUP INVEST SERV LTD AS RESPONSIBLE ENTITY FOR THE
TRILOGY EMERGING MARKETS EQUITIES FUND; UAW RETIREE MEDICAL BENEFITS
TRUST; UPS GROUP TRUST; VANGUARD EMERGING MARKETS STOCK INDEX FUND
-VANGUARD FTSE ALL-WORD EX-US INDEX FUND, A SERIES OF VANGUAR
INTERNARIONAL EQUITY INDEX FUNDS; WELLINGTON MANAGEMENT PORTFOLIOS
(DUBLIN) P.l.C.; WILMINGTON MULTI-MANAGER INTERNATIONAL FUND; SCRI ROBECO
INSTITUTIONEEL EMERGING MARKETS QUANT FONDS; ROBECO INSTITUCIONAL
ASSET MANAGEMENT BV; OMERS ADMINISTRATION CORPORATION; VANGUARD
TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY
INDEX FUNDS; FORTIS L FUND EQUITY LATIN AMERICA; AMUNDI FUNDS (New name of
CAAM FUNDS);SPINDRIFT INVESTORS (BERMUDA) L.P.; SPINDRIFT PARTNERS, LPB;
CREDIT AGRICOLE INDOSUEZ; UNIBANCO ENERGIA FIA, represented by the attorney-infact Mr. Daniel Alves Ferreira; ÓPERA VALOR FUNDO DE INVESTIMENTO EM AÇÕES,
represented by the attorney-in-fact Mr. Miguel Dias Amaro.
This is a true and accurate copy of the minutes which are part of the specific register.
Maria Cristina Cescon Avedissian
Secretary of the Board