NOTICE OF PUBLIC CALL FOR INVESTORS ANEEL Auction 004/2014 LOTS A and E

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1 NOTICE OF ANEEL Auction 004/2014 LOTS A and E 1. PURPOSE The purpose of this Public Call is the selection of companies that may be interested in establishing a partnership with ELETROSUL for the implementation and operation of electricity transmission projects arising from ANEEL Auction 004/2014, Lots A and E, respectively located in the states of Rio Grande do Sul and Mato Grosso do Sul (hereinafter, the PROJECTS ). 2. BACKGROUND Eletrosul Centrais S.A. (hereinafter, ELETROSUL ) signed, on March 6, 2015, the concession agreements listed below with the Brazilian Electricity Regulatory Agency (ANEEL), whose objects govern the granting of public electricity transmission services for construction, operation and maintenance of transmission facilities resulting from the ANEEL Auction 004/2014, which should go into commercial operation by March 6, Concession Agreement 01/2015 Lot A, signed corporately by ELETROSUL (100%) Concession Agreement 02/2015 Lot E, signed in partnership by SPE Paraíso Transmissora de Energia S.A., formed by the companies Elecnor Transmissão de Energia S.A. (51%), Copel Geração e Transmissão SA (24.5%) and ELETROSUL (24.5%). Elecnor and Copel companies are transferring their shares to Eletrosul, which will retain a 100% stake in SPE. ELETROSUL is promoting this call process for the selection of investors (hereinafter, the COMPANIES ) that are interested in acquiring a 51-75% equity interest in the PROJECTS, individually or in the form of a group of investors (hereinafter, the CONSORTIUM ). The selected companies shall compose distinct SPEs for lots A and E, alongside ELETROSUL for subsequent transfer of concessions by ANEEL. 3. THE PROJECTS LOT A consists of the following facilities in the state of Rio Grande do Sul: 1

2 Sub-lot A1 SE 525/230/138 kv Capivari do Sul LT 525 kv Capivari do Sul Gravataí LT 230 kv Capivari do Sul Viamão 3 LT 525 kv Guaíba 3 Capivari do Sul Sub-lot A2 SE 230 kv Osório3 LT 230 kv Osório 3 Gravataí 3 SE 230/69 kv Porto Alegre 1 (Isolated at SF6) LT 230 kv Porto Alegre 8 Porto Alegre 1 (Underground) LT 230 kv Porto Alegre 12 Porto Alegre 1 (Underground) SE 230/138 kv Vila Maria Sub-lot A3 - SE 230 kv Livramento 3 Comp. Synchronous - SE 230 kv Maçambará 3 - TL 230 kv Livramento 3 Alegrete 2 - TL 230 kv Livramento 3 Santa Maria 3 - TL 230 kv Livramento 3 Cerro Chato - TL 230 kv Livramento 3 Maçambara 3 Sub-lot A4 SE 525/230 kv Guaíba 3 LT 525 kv Guaíba 3 Gravataí LT 230 kv Guaíba 2 Guaíba 3 C1 and C2 LT 525 kv Santa Vitória do Palmar Marmeleiro C2 LT 525 kv Povo Novo Guaíba 3 C2 LT 525 kv Marmeleiro Povo Novo C2 LT 525 kv Nova Santa Rita Guaíba 3 C2 LT 525 kv Candiota 2 Guaíba 3, CD SE 525/230 kv Candiota 2 LOT E consists of the following facilities in the state of Mato Grosso do Sul: LT 230 kv Campo Grande 2 Paraíso 2 C2 LT 230 kv Paraíso 2 Chapadão C2; SE 230/138 kv Paraíso 2 4. PARTICIPATION a) The COMPANIES shall fully meet the conditions established by Eletrosul in this Public Call and by the regulatory agency (ANEEL). b) The COMPANIES, alone or in a CONSORTIUM, shall have the following conditions to fulfill the participation alongside ELETROSUL: I. Presenting General Liquidity (LG) and Current Liquidity (LC) Ratios equal to or greater than 0.5 (five tenths). 2

3 II. The COMPANY/CONSORTIUM shall have a Minimum Paid-In Capital Stock in the amount defined in the table below, which shall be proven by submission of financial statements, pursuant to Act 6,404/1976. LOT A E MINIMUM CAPITAL STOCK R$327,676, (three hundred and twenty-seven million, six hundred and seventy-six thousand, six hundred and ninety-four reais). R$19,609, (nineteen million, six hundred and nine thousand, seven hundred and twenty-three reais). c) The Capital Stock of the foreign COMPANY. d) ELETROSUL may choose to compose the SPEs with more than one COMPANY among those that are interested in this Public Call. e) Foreign COMPANIES shall comply with the Brazilian law regarding the performance of their activities in Brazil and capital inflow. 5. THE PROCEDURE The process associated with this Public Call shall be developed in stages, as shown in the table below. STEP STEPS RESPONSIBILITY 1 REGISTRATION OF INTERESTED COMPANIES AND REFERRAL OF INFORMATION TO ELETROSUL COMPANIES 2 3 PRE-SELECTION, DOCUMENT ANALYSIS AND INTERVIEWS BUSINESS PROPOSITION DELIVERY AND GUARANTEE TRANSFER ELETROSUL COMPANIES 4 PARTNERSHIP DEFINITION ELETROSUL 5 PARTNER ENTRY COMPANIES CLARIFICATIONS ON THE STEPS: STEP 1 REGISTRATION OF INTERESTED COMPANIES AND REFERRAL OF INFORMATION TO ELETROSUL Performed by the COMPANIES by submission of the documents and information contained in the Notice of Public Call available on the Eletrosul website (www.eletrosul.gov.br) in a digitized (non-editable) file to the by November 13, 2015: 3

4 a) REGISTRATION FORM Identification of the COMPANY and indication of contact details for interaction during the Public Call. b) LIST OF QUALIFICATION DOCUMENTS Assessment of economic and financial qualification requirements. c) QUESTIONNAIRE Information aimed at defining the profile of the COMPANY and investment history in Brazil and abroad, among others. By registering, the COMPANY states that it is interested in establishing a partnership with ELETROSUL in accordance with the principles set out in this Public Call process. Companies wishing to appear in CONSORTIUM shall make their registration at the Public Call individually. The CONSORTIUM formation should be demonstrated by a duly notarized Consortium Constitution Agreement. STEP 2 PRE-SELECTION, DOCUMENT ANALYSIS AND INTERVIEWS ELETROSUL, in possession of the information received, shall perform the pre-selection of the interested companies, and may request documents, additional information and clarifications as deemed necessary. The pre-selected COMPANIES may be invited, at the discretion of ELETROSUL, to take part in the meeting/interview and shall hereby sign a CONFIDENTIALITY AGREEMENT as a precondition for the provision of the detailed information of the PROJECTS. STEP 3 BUSINESS PROPOSITION DELIVERY AND GUARANTEE CONTRIBUTION At the discretion of ELETROSUL, the COMPANIES/CONSORTIUMS pre-selected in STEP 2 shall develop and deliver a BUSINESS PROPOSITION to ELETROSUL via to within 25 (twenty-five) days from the communication made by ELETROSUL. The proposition should be presented according to the template to be provided by ELETROSUL and include information and aspects that the interested party deems relevant to the business model being proposed, as well as demonstrating the ability to implement the PROJECT. The COMPANIES pre-selected in STEP 2 shall provide a BID SECURITY contribution amounting to one percent (1%) of the investment amount provided by ANEEL (as shown in the table below), in proportion to the desired participation in the future SPE, at 51-75%. The voucher of the BID SECURITY contribution shall be delivered to ELETROSUL alongside the BUSINESS PROPOSITION. LOT A TOTAL INVESTMENT AMOUNT (ANEEL) R$3,276,000, (three billion, two hundred and seventy-six million reais) 4

5 E R$197,000, (one hundred and ninety-seven million reais) THE BID SECURITY SHALL BE PROVIDED UNDER IN ONE OF THE FOLLOWING MODALITIES: I. Cash Deposit (in reais) II. Performance Guarantee III. Bank Guarantee IV. Public Debt Securities a) The Bid Security shall not be issued by a company of the same economic group or a parent company, subsidiary or affiliate of the COMPANY. b) In case of Cash Deposit, the deposit shall be made to the bank account owned by ELETROSUL at Banco do Brasil, Branch , Checking Account X. c) In case of Insurance Guarantee, it shall be in accordance with SUSEP Circular477, of September 30, d) In case of Bank Guarantee, those that are issued by financial institutions that are not classified between the first and second levels, i.e. between A and B, in the long-term rating scale of one of the credit rating agencies (Fitch Ratings, Moody s or Standard & Poor s) will be rejected. e) In the case of Public Debt Securities, they shall be issued in book-entry form by means of a registration in a centralized settlement and custody system authorized by the Brazilian Central Bank and assessed for their economic values, as defined by the Ministry of Finance. f) The bid security shall not contain any exclusionary clause for any liability incurred by the collateral taker relating to participation in this public call. g) The bid security shall have ELETROSUL as a beneficiary and the COMPANY as a borrower and shall remain effective for a period of 240 days from the date of submission of the proposal, being kept under the conditions set out in this notice and being renewable for a new period of 120 days. h) For COMPANIES participating in a CONSORTIUM, the bid security may be on behalf of one or more consortium companies (borrowers), provided that the sum of the bids submitted is not less than the value indicated in the table above, explicitly indicating the name of the CONSORTIUM and all partners. i) In case of a CONSORTIUM, each member company may choose one of the types of security, notwithstanding the choice of other consortium members for a different modality. 5

6 THE BID SECURITY SHALL BE RETURNED IN THE FOLLOWING CONDITIONS: a) In the event of revocation or cancellation of this public call, all COMPANIES, in a period of 5 (five) business days after said revocation or cancellation. b) To COMPANIES/CONSORTIUMS that are not selected in this public call, within 5 (five) working days after publication of the results on the ELETROSUL website. THE BID SECURITY SHALL BE EXECUTED NOTWITHSTANDING THE PENALTIES PROVIDED BY LAW, IN THE FOLLOWING ASSUMPTIONS: a) In case of withdrawal by the COMPANY/CONSORTIUM in the process of this Public Call. b) In the event that the COMPANY/CONSORTIUM practices any acts aiming to frustrate the objectives of this Public Call. c) If the COMPANY/CONSORTIUM fails to submit the documents required for the grant within the time limit, including SPE incorporation documentation. d) If the COMPANY/CONSORTIUM fails to keep the bid security under the conditions defined in this notice. e) If the selected COMPANY/CONSORTIUM fails to sign the amendment to the Concession Agreement. STEP 4 PARTNERSHIP DEFINITION ELETROSUL, taking into account the minimum requirements in this notice and based on the information and documents received in the steps of this Public Call, shall examine the proposals received and decide for the implementation or non-implementation of the partnership, which shall occur through its own negotiation and legal instruments. STEP 5 ENTRY OF PARTNER COMPANY(IES) After choosing the COMPANY(IES) that will compose the partnership with ELETROSUL, the corporate structure of the SPEs and the Shareholders Agreement shall be created and/or restructured within 45 days from the communication of the result this Public Call by ELETROSUL. Following completion of the above step, the following procedures shall be adopted: a) Request of prior approval from ANEEL to implement the transaction within 5 (five) days. b) Notification to the Administrative Board for Economic Defense (CADE) of the operation within 5 (five) days. c) The COMPANIES selected by Eletrosul shall make the contributions required to pay up their proposed participation in accordance with the following procedure: ELETROSUL shall pay in the capital by allocating all payments already accounted for PROJECTS alongside the SPEs. 6

7 The selected COMPANY shall pay in its contributions in cash, in order to compose the proposed equity interest, having as parameter the resources already accounted for by ELETROSUL. d) Installation of the SPE headquarters within 30 days in the city of Florianópolis (SC). 6. FINAL PROVISIONS a) Any data and/or information generated in the process, considering its strategic importance for ELETROSUL, shall be treated as confidential by the COMPANY and its employees. b) The communication between ELETROSUL and the COMPANIES shall be carried out by , and with an unlimited validity for all purposes and effects of law. Thus, the address provided by the COMPANY in the Contact Details field of the Registration Form shall be considered for this purpose. For ELETROSUL, the address shall be considered. c) The COMPANIES interested in participating in this Public Call shall be aware that participation in this process creates no bond or obligation by ELETROSUL regarding the establishment of partnerships. d) ELETROSUL reserves the right to conduct audits, including compliance audits, for companies that are interested in this public call, requiring them to provide access to their premises and any necessary information. Additional clarification on this Public Call may be obtained by request sent to the Florianopolis, October 5, THE BOARD 7

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