CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO Corporate Taxpayer s ID (CNPJ-MF) / Corporate Registry ID (NIRE)

Transcription

1 CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO Corporate Taxpayer s ID (CNPJ-MF) / Corporate Registry ID (NIRE) ANNUAL AND EXTRAORDINARY GENERAL MEETINGS DATE AND TIME: On April 30, 2009, at 3:00 p.m. PLACE: At the Company s headquarters, Avenida Nossa Senhora do Sabará, 5312, in the City and State of São Paulo. CALL: Call Notice published on April 10, 14 and 15, 2009 in the Official Gazette of the State of São Paulo, and on April 13, 14 and 15, 2009 in the Gazeta Mercantil newspaper. ATTENDANCE: Shareholders representing more than two-thirds (2/3) of the voting capital stock, as per signatures included in the Shareholders Attendance Book and also, pursuant to paragraph 1, Article 134 of Law 6,404/76, Mr. Guillherme Augusto Cirne de Toledo, the Company s Chief Executive Officer, Mr. Vicente Kazuhiro Okazaki, Chief Financial and Investor Relations Officer, Mr. Ivo Antonio Fuchs, Accountant, attended the meeting, as well as the representative of the Fiscal Council, Mr. Geraldo José Sertório Collet Silva, and Miss Carla Paniagua from Deloitte Touche Tohmatsu Auditores Independentes. PRESIDING BOARD: Chairman Carlos Pedro Jens. Secretary Paulo Enéas Pimentel Braga. ANNUAL GENERAL MEETING Agenda: 1) Annual Management Report and Financial Statements for 2008, and the Reports of the Independent Auditors and the Fiscal Council; 2) The non-payment of dividends to shareholders, referring to 2008, due to accumulated deficit balance; 3) The utilization of a portion of the capital reserves to eliminate the accumulated deficit account balance, pursuant to item I of Article 200, Law 6,404/76; 4) Election of members of the Board of Directors; 5) Election of sitting and alternate members of the Fiscal Council. EXTRAORDINARY GENERAL MEETING Agenda: 1) Ratification of the CODEC Opinion 200/2008 that establishes the annual recess of officers of companies controlled by the government. CLARIFICATIONS: 1) The matters were duly discussed by the State Council for Protection of Capital of the State of São Paulo (Conselho de Defesa de Capitais do Estado de São Paulo-CODEC), by means of Opinion 079/2009 of April 29, 2009; 2) The minutes were drawn up in the summary format, pursuant to paragraph 1, Article 130 of Law 6,404/76. RESOLUTIONS: 1) Annual Management Report and Financial Statements for 2008, and the Reports of the Independent Auditors and the Fiscal Council: The Chairman proposed the discussion of the matters included in the Agenda: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 079/2009, proposed the approval of item 1 taking into account the favorable pronouncements of the Board of Directors and the Fiscal Council and the opinion issued by DELOITTE TOUCHE TOHMATSU Auditores Independentes, concluding that said financial statements fairly present, in all relevant aspects, the equity and financial position of CESP, as of December 31, The Chairman proposed voting on the proposal of the State Treasury, and the matter was approved by unanimous vote. 2) The non-payment of dividends to shareholders, referring to 2008, due to accumulated deficit balance: The Chairman proposed the discussion of item 2 of the Agenda, then the representative of shareholder State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, proposed the approval of the non-payment of dividends to shareholders, related to 2008, due to accumulated deficit balance, and the matter was approved by unanimous vote. 3) The utilization of a portion of the capital reserves to eliminate the accumulated deficit account balance, pursuant to paragraph 1, Article 200 of Law 6,404/76: The Chairman proposed the discussion of item 3 of the Agenda, and the representative of shareholder State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, proposed the approval of the utilization of a portion of capital reserves in the amount of R$4,349,619, to eliminate the accumulated deficit balance in the amount of R$2,420,521,680.26, remaining in the capital reserve account the balance of

2 2 R$1,929,097,473.30, and the matter was approved by unanimous vote. 4) Election of members of the Board of Directors: The Chairman proposed the discussion of item 4 of the Agenda, offering the floor to Attorney-in-fact Olavo José Justo Pezzotti, representative of shareholder São Paulo State Treasury, who proposed the election of the following members to the Board of Directors, with a unified two-year term of office, counted as of the date of this election, pursuant to the Company s Bylaws (therefore, until the Meeting to be held in 2011 for the approval of the 2010 accounts), according to the caput of Article 140 of the Federal Law 6,404/76: DILMA SELI PENA Chairman; ALOYSIO NUNES FERREIRA FILHO FRANCISCO VIDAL LUNA; MAURO RICARDO MACHADO COSTA; CARLOS PEDRO JENS; NELSON VIEIRA BARREIRA; FERNANDO CARVALHO BRAGA; ANDREA SANDRO CALABI; GESNER JOSÉ DE OLIVEIRA FILHO; MARCOS ANTONIO DE ALBUQUERQUE; ANDRÉ LUIS DE LACERDA E SOUSA; FERNANDO DE LIMA GRANATO; GUILHERME AUGUSTO CIRNE DE TOLEDO. The representative of shareholder State Treasury also proposed the determination of the monthly compensation of the members of the Board of Directors and of the Board of Executive Officers, pursuant to CODEC Opinion 001/2007, whose receipt are subject to compliance with the provisions set forth in CODEC Opinion 116/2004. The members of the Board of Directors may be entitled to bonuses, according to provisions set forth in CODEC Opinion 150/2005. Subsequently, shareholders of preferred shares, UNIBANCO União de Bancos Brasileiros S.A. BNY Mellon ARX Investimentos Ltda., Clube de Investimentos dos Empregados da Vale Investvale, BNY Mellon ARX FI Em Ações, BNY Mellon ARX Extrafundo de Investimento Multimercado, Mellon Brasprev FI Multimercado Previdenciário Crédito Privado, BNY Mellon Capibaribe FI em Ações, Mellon Data Equity FI de Ações Previdenciário, Fundo de Investimento em Ações Top Atlas, BNY Mellon ARX Long Short Master FI Multimercado, represented by Miss Beatriz Oliveira Fortunato appointed Mrs. Isabel da Silva Ramos Kemmelmeier, Brazilian, married, engineer, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) no , resident and domiciled at Rua Nascimento Silva, 426/501 - Ipanema, in the City and State of Rio de Janeiro, to comprise the Board of Directors. The proposal was approved by majority vote. Shareholders HSBC Corretora de Títulos e Valores Mobiliários S.A., CITIBANK N.A., CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU, EMG MKT SOCIAL CORE PORT OF DFA INVEST DIMENSIONS GROUP INC, IBM DIVERSIFIED GLOBAL EQUITY FUND, ILLINOIS STATE BOARD OF INVESTMENT, MICROSOFT GLOBAL FINANCE LIMITED, NORTHERN TRUST QUANTITATIVE FUND PLC, SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX FUND, THE DFA INV T CO ON BEH ITS S THE EM SLL CAPS, VANG FTSE ALL-WORLD EX-US INDEX FD, A S OF V INTER E I FDS, VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS, VANGUARD INVESTMENT SERIES, PLC, NORGES BANK, FRANKLIN TEMPLETON INVESTMENT FUNDS, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS, CAPITAL INTERNATIONAL EMERGING MARKETS FUND, EMERGING MARKETS GROWTH FUND INC, CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND FOR TAX-EXEMPT TRUSTS, CAPITAL GUARDIAN EMERGING MARKETS EQUITY DC MASTER FUND, CAPITAL GUARDIAN EMERGING MARKETS EQUITY MASTER FUND CAPITAL GUARDIAN EMERGING MARKETS RESTRICTED EQUITY FUND FOR TAX- EXEMPT TRUSTS, represented by Mr. Alexandre de Freitas Nunes, voted against and shareholder COLLEGE RETIREMENT EQUITIES FUND abstained from voting. Subsequently, Mr. Alexandre Luiz Oliveira de Toledo, representative of the shareholders Fundo de Investimento Fator Balanceado Multimercado, Fundo de Investimento Fator Arbitragem Multimercado, Fundo de Investimento Fator Hedge Absoluto Multimercado, Fundo de Investimento Fator Sigma Institucional Multimercado, Fundo de Investimento Fator Hedge Multimercado, Fundo de Investimento Fator Ações Institucional, Fundo de Investimento Fator Extra Multimercado, Fator Nossa Caixa Multigestão Fundo de Investimento em Ações, Fundo de Investimento Fator Jaguar Ações, Fator Nossa Caixa Mix Fundo de Investimento

3 3 Multimercado, Fator Celpos Calhetas Fundo de Investimento em Ações, Fundo de Investimento Fator Composto 20 Multimercado and Advantage Fator Macro Fundo de Investimento, having abstained from voting, asked the representative of shareholder State Treasury Mr. Olavo José Justo Pezzotti whether it would be possible to elect 2 (two) members to represent the minority shareholders in the Board of Directors, and requested a formal manifestation on the matter. The representative of State Treasury informed that he would submit the request to CODEC for analysis and a further decision. The Board of Directors is comprised as follows: Chairman - Dilma Seli Pena, Brazilian, divorced, geographer and public administrator, Identity Card (RG) DF, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Alameda Campinas, 720, ap. 12, in the City and State of São Paulo; Vice-Chairman - Aloysio Nunes Ferreira Filho, Brazilian, married, attorney, Identity Card (RG) SSP/SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Baronesa de Itu, 788, ap. 71, in the City and State of São Paulo; Francisco Vidal Luna, Brazilian, married, holding bachelor s and Ph.D degrees in economics, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Sampaio Vidal, 440, in the City and State of São Paulo; Mauro Ricardo Machado Costa, Brazilian, married, business administrator, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Bela Cintra, 521, ap. 1205, in the City and State of São Paulo; Carlos Pedro Jens, Brazilian, married, civil engineer, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) no , resident and domiciled at Rua Marcos Melega, 150, ap. G3, in the City and State of São Paulo; Nelson Vieira Barreira, Brazilian, married, industrial engineer, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Itapirapuan, 50, in the City and State of São Paulo; Fernando Carvalho Braga, Brazilian, judicially separated, economist, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) no , resident and domiciled at Rua Itapaiúna, 1800 ap. 201, in the City and State of São Paulo; Andrea Sandro Calabi, Brazilian, consensually separated, economist, Identity Card (RG) SSP/SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Tucumã, 217, ap. 241, in the City and State of São Paulo; Gesner José de Oliveira Filho, Brazilian, married, economist, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Tucumã, 621, ap. 61, in the City and State of São Paulo; Marcos Antonio de Albuquerque, Brazilian, business administrator, Identity Card (RG) X, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Chiquinha Rodrigues, 241, in the City and State of São Paulo; André Luis de Lacerda e Sousa, Brazilian, journalist, Identity Card (RG) M , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Caiowaá, 1060, ap. 35, in the City and State of São Paulo; Fernando de Lima Granato, Brazilian, single, journalist, Identity Card (RG) SSP/SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Padre Eugênio Lopes, 177, ap. 72, in the City and State of São Paulo; Guilherme Augusto Cirne de Toledo, Brazilian, married, business administrator, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Gregório Paes de Almeida, 694, in the City and State of São Paulo; Isabel da Silva Ramos Kemmelmeier, Brazilian, married, engineer, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Nascimento Silva, 426/501 - Ipanema, in the City and State of Rio de Janeiro; and as representative of the employees, Antonio Mardevânio Gonçalves da Rocha, Brazilian, married, business administrator, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Pelotas, 150, in the city of Ilha Solteira, State of São Paulo. As Independent Members, pursuant to paragraph 4, Article 14 of the Company s Bylaws, Messrs. Nelson Vieira Barreira and Carlos Pedro Jens. 5) Election of sitting and alternate members of the Fiscal Council: The Chairman proposed the discussion of item 5 of the Agenda. The representative of shareholder São Paulo State Treasury appointed as sitting members and their respective

4 4 alternate members: José Rubens Gozzo Pereira and Carlos Eduardo Esposel, Pedro Pereira Benvenuto and Atilio Gerson Bertoldi, Geraldo José Sertório Collet Silva and Dirceu Rioji Yamazaki. Mrs. Marcia Regina Arnaldo da Silva, the representative of shareholder Santander, exercising the prerogatives granted by Articles 161, paragraph 4 and 240 of Law 6,404/76, as minority and preferred shareholder of the Company, appointed as sitting members Amâncio Acursio Gouveia and Agnaldo Cesar Breves and as alternate members Roberto Gomez and Anna Paula Dorce Armonia Borenstein. After the proposal for approval of the matter, the Meeting resolved on its approval by majority vote, with vote against by shareholders COLLEGE RETIREMENT EQUITIES FUND, BELL ATLANTIC MASTER TRUST, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC, EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU, EMG MKT SOCIAL CORE PORT OF DFA INVEST DIMENSIONS GROUP INC, IBM DIVERSIFIED GLOBAL EQUITY FUND, ILLINOIS STATE BOARD OF INVESTMENT, MICROSOFT GLOBAL FINANCE LIMITED, NORTHERN TRUST QUANTITATIVE FUND PLC, SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX FUND, THE DFA INV T CO ON BEH ITS S THE EM SLL CAPS, VANG FTSE ALL-WORLD EX-US INDEX FD, A S OF V INTER E I FDS, VANGUARD EMERGING MARKETS STOCK INDEX FUND, VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS, ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND, COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY, FORD MOTOR CO DEFINED BENEF MASTER TRUST, GEUT EMERGING EQUITY PASSIVE 1, IBM SAVINGS PLAN, JOHN HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND, JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST A, JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST A, JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST A, JOHN HANCOCK TRUST INTERN EQUITY INDEX TRUST B, SPDR S&P EEMRGING LATIN AMERICA ETF, STATE ST B AND T C INV F F T E RETIR PLANS, STATE STREET EMERGING MARKETS, THE BRAZIL MSCI EM MKTS INDEX COMMON TRUST FU, THE FUTURE FUND BOARD OF GUARDIANS, THE MASTER T B OF JAPAN LTD RE MTBC , VANGUARD INVESTMENT SERIES, PLC, NORGES BANK, FRANKLIN TEMPLETON INVESTMENT FUNDS, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS, CAPITAL INTERNATIONAL EMERGING MARKETS FUND, EMERGING MARKETS GROWTH FUND INC, CAPITAL GUARDIAN EMERGING MARKETS EQUITY FUND FOR TAX-EXEMPT TRUSTS, CAPITAL GUARDIAN EMERGING MARKETS EQUITY DC MASTER FUND, CAPITAL GUARDIAN EMERGING MARKETS EQUITY MASTER FUND,CAPITAL GUARDIAN EMERGING MARKETS RESTRICTED EQUITY FUND FOR TAX-EXEMPT TRUSTS, with abstention from voting of shareholder COLLEGE RETIREMENT EQUITIES FUND, represented by Mr. Alexandre de Freitas Nunes, the Fiscal Council is comprised as follows: Sitting Members: José Rubens Gozzo Pereira, Brazilian, married, economist, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Professor Picarollo, 103, ap. 7, in the City and State of São Paulo; Pedro Pereira Benvenuto, Brazilian, widowed, electronic engineer, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Arthur de Azevedo, 166, ap. 131C, in the City and State of São Paulo; Geraldo José Sertório Collet Silva, Brazilian, widowed, holding a bachelor s degree in public administration, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Bahia, 70, 6º andar, in the City and State of São Paulo; Amâncio Acursio Gouveia, Brazilian, married, accountant, Identity Card (RG) /IFP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Itapiuna, 1800, ap. 134, in the City and State of São Paulo; Agnaldo Cesar Breves, Brazilian, married, holding a bachelor s degree in accountancy, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Marcelo Tupinambá, 50, casa 40, Jardim Paraventi, in the city of Guarulhos, State of São Paulo; Alternate Members: Carlos Eduardo Esposel, Brazilian, divorced, mechanic engineer, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) ,

5 5 resident and domiciled at Av. Professora Ida Kolb, 225 Bloco 12 ap. 121 Casa Verde, in the City and State of São Paulo; Atilio Gerson Bertoldi, Brazilian, married, economist, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Alameda Rússia, 258, in the city of Barueri, State of São Paulo; Dirceu Rioji Yamazaki, Brazilian, married, agronomist, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Padre Bento Ibanez, 194 Jardim Prudência, in the City and State of São Paulo; Roberto Gomez; Brazilian, married, economist, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Avenida Dona Helena Pereira de Morais, 415, ap. 82A, in the city of Panamby, in the City and State of São Paulo; Anna Paula Dorce Armonia, Brazilian, married, holding a degree in law, business administration and accountancy, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Jesuíno Arruda, 755, ap. 11, in the City and State of São Paulo. The members of the Fiscal Council elected will have a term of office up to the next Annual General Meeting and, if a sitting member is not able to attend it, the respective alternate member shall be called for the meetings. The members of the Fiscal Council shall receive a monthly compensation corresponding to twenty percent (20%) of the monthly compensation of the Company s officers, subject to the attendance of at least one monthly meeting. All members elected to comprise the Board of Directors and the Fiscal Council shall perform their duties according to the Company s bylaws, and the investiture in the position comply with the requirements, impediments and procedures set forth in the Brazilian Corporation Law and other regulatory provisions, including concerning the delivery of statement of assets. The Attorney-infact for the State shall authorize the establishment of the annual bonus, pro-rata temporis, set forth in Article 4 of CODEC Resolution 01/91, to the Members of the Board of Directors and of the Fiscal Council. EXTRAORDINARY GENERAL MEETING - Agenda 1) Ratification of CODEC Opinion 200/2008 that establishes the annual recess of officers of companies controlled by the government. CLARIFICATIONS: 1) The matter was duly discussed by the State Council for Protection of Capital of the State of São Paulo (Conselho de Defesa de Capitais do Estado de São Paulo-CODEC),, by means of Opinion 079/2009 of April 29, 2009; 1) The Chairman brought the matters included in the Agenda to discussion: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 079/2009, proposed to ratify the application, by the Company, of the officers paid annual recess, according to the provisions set forth in CODEC Opinion 200/2008, and the matter was approved by unanimous vote. CLOSURE OF THE MEETING AND SIGNATURE OF THE MINUTES: There being no further business to transact, the Chairman adjourned the Annual and Extraordinary General Meetings and authorized that these minutes should be drawn up, which after being read and found in compliance, were signed by the presiding board and by the attending shareholders comprising the necessary majority to approve the resolutions made. Carlos Pedro Jens Chairman; Paulo Enéas Pimentel Braga Secretary; Olavo José Justo Pezzotti representing São Paulo State Treasury; Marcia Regina Arnaldo da Silva representing Santander; Luiz Antonio Porto - representing Companhia do Metropolitano de São Paulo METRÔ; Amadeu Luiz Palmieri - representing Departamento de Águas e Energia Elétrica DAEE; Alexandre de Freitas Nunes - representing Citibank N.A. HSBC Corretora de Títulos e Valores Mobiliários S.A.; Beatriz Oliveira Fortunato representing UNIBANCO União de Bancos Brasileiros S.A. BNY Mellon ARX Investimentos Ltda., Clube de Investimentos dos Empregados da Vale Investvale, BNY Mellon ARX FI Em Ações, BNY Mellon ARX Extrafundo de Investimento Multimercado, Mellon Brasprev FI Multimercado Previdenciário Crédito Privado, BNY Mellon Capibaribe FI em Ações, Mellon Data Equity FI de Ações Previdenciário, Fundo de Investimento em Ações Top Atlas, BNY Mellon ARX Long Short Master FI Multimercado; Paulo Enéas Pimentel Braga - representing Centrais Elétricas Brasileiras ELETROBRÁS; Geraldo José Sertório Collet Silva - representing the Fiscal Council; Wilson Luiz Fascina - representing DERSA Desenvolvimento Rodoviário S.A.; Alexandre Luiz Oliveira de Toledo representing Banco Fator S.A.; André Kinjo Kubota representing Pragma

6 6 Constellation Fundo de Investimento Multimercado, Fundo FCB de Investimento de ações, Constellation Long Short Fundo de Investimento Multimercado, Constellation Rio Fundo de Investimento Multimercado, BNY Mellon Serviços Financeiros Distribuidora de Títulos e Valores Mobiliários; Maria Aparecida Pinto shareholder. São Paulo, April 30, 2009 Carlos Pedro Jens Chairman Paulo Enéas Pimentel Braga Secretary