AES TIETÊ S.A. Publicly-held Company

Transcription

1 AES TIETÊ S.A. Publicly-held Company CNPJ/MF (Brazilian Registry of Legal Entities) no / NIRE (Company Register Identification Number) MINUTES OF THE SPECIAL GENERAL MEETING HELD ON AUGUST 05, DATE, TIME AND PLACE: Held on August 05, 2015, at 14:00 p.m., at Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, no. 939, 6 th floor, part I, Bairro Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP CALL: The call notice was published in accordance with article 124 of Law of Corporations in the Official Gazette of the State of São Paulo, in the issues of July 03, 04 and 7, 2015 on pages 18, 15 and 21, respectively; and in the newspaper Valor Econômico in the issues of July 03, 04, 05, 06 and 7, 2015, on pages B8, B3 and B5. 3. ATTENDANCE: Shareholders representing 78.53% (seventy-eight point fiftythree percent) of the voting capital stock, according to signatures in the attendance book of shareholders. The management representative, Mr. Pedro de Freitas Almeida Bueno Vieira, Officer of Legal Affairs, was also present. 4. BOARD: The chairperson was Mr. Pedro de Freitas Almeida Bueno Vieira, who invited Mrs. Bárbara da Cunha Xavier to serve as secretary. 5. AGENDA: The Company's shareholders met to examine, discuss and vote on the following agenda: (i) replace one (1) permanent member of the board of directors. 6. RESOLUTIONS: Held the Meeting and, having waived the reading of the documents and the proposal of the agenda, the attending shareholders, after examination and discussion and vote on the matters, decided the following:

2 6.1. To approve, by unanimous vote, the drawing up of these minutes as a summary of the facts, pursuant to article 130, 1, of the Law of Corporations, and the publication of these minutes with the omission of shareholders' signatures, pursuant to 2 of article 130 of the Law of Corporations Elect, as indicated by the Controlling Shareholder, by majority vote disregarding abstentions, having the votes numbered in sequence and certified by the board, filed at the Company's headquarters, after examining his resumé and other pertinent information, Mr. Luiz Pinguelli Rosa, Brazilian, divorced, physicist, bearer of Id. Card RG No , issued by SSP / RJ, registered with CPF / MF under No , resident and residing in the City of Rio de Janeiro, State of Rio de Janeiro, with business address on Rua Moniz de Aragão, 360, Cidade Universitária, Ilha do Fundão, CEP , in the City of Rio de Janeiro, State of Rio de Janeiro, for the position of member of the Board of Directors for a term until the date of the annual shareholders' meeting examining the management accounts and the financial statements for the fiscal year ending on December 31, 2016, replacing Mr. Marcelo de Carvalho Lopes, who resigned from that position on June 18, To establish that, based on information received by the management, in accordance with applicable laws, shareholders had been informed that the officer herein elected submitted the clearance declaration provided for in Article 147, 4 of the Law of Corporations As set forth in the items above, the member of the Board of Directors elected herein shall be vested in his office by signing the respective investiture instrument drawn up in the Minutes Book of the Meeting of the Board of Directors within 30 days from this date To establish that after the above informed election, the Board of Directors of the Company with term of office until the date of the annual shareholders' meeting examining the management accounts and the financial statements for the fiscal year ending on December 31, 2016, shall have the following composition: a) Arminio Francisco Borjas Herrera, Venezuelan, married, lawyer, domiciled on 4300 Wilson Blvd. Arlington, VA 22203, United States of America, bearer of Passport no issued by the Bolivarian Republic of Venezuela, as permanent director and Chairman of the Board of Directors;

3 b) Marcelo Antonio de Jesus, Brazilian, married, business administrator, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 6th floor, Neighborhood Sitio Tamboré, Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP , bearer of Id. Card RG No , issued by SSP/SP, registered with CPF/MF under No , as deputy director of Mr. Arminio Francisco Borges Herrera; c) Britaldo Pedrosa Soares, Brazilian, married, engineer, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 7th floor, Neighborhood Sitio Tamboré, Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP , bearer of Id. Card RG No , issued by SSP/MG, registered with CPF/MF under No , as permanent director and Vice-Chairman of the Board of Directors; d) Antonio Carlos de Oliveira, Brazilian, married, business administrator, resident and residing in the City of Porto Alegre, State of Rio Grande do Sul, with business address on Rua Dona Laura, 320, 10th floor, Neighborhood Rio Branco, CEP , bearer of Id. Card RG No , issued by SJS/RS, registered with CPF/MF under No , as deputy director of Mr. Britaldo Pedrosa Soares; e) Francisco Jose Morandi Lopez, Venezuelan, married, engineer, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 7th floor, Neighborhood Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP , bearer of RNE No. V K, issued by CGPI/DIREX/DPF, registered with CPF/MF under No , as permanent director

4 f) Sidney Simonaggio, Brazilian, married, electrical engineer, bearer of Id. Card , issued by SSP/SP, registered with CPF/MF under No , resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 7th floor, Neighborhood Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, CEP , in the City of Barueri, State of São Paulo, as deputy director of Mr. Francisco Jose Morandi Lopez; g) Pedro de Freitas Almeida Bueno Vieira, Brazilian, divorced, lawyer, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 7 th floor, Neighborhood Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP , bearer of Id. Card RG No , issued by SSP/RJ, registered with CPF/MF under No as permanent director; h) Ricardo de Abreu Sampaio Cyrino, Brazilian, married, engineer, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 7 th floor, Neighborhood Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP , bearer of Id. Card RG No , registered with CPF/MF under No , as deputy director of Pedro de Freitas Almeida Bueno Vieira; i) Vincent Winslow Mathis, American, married, lawyer, resident and residing at Birch Leaf Terrace, Bowie, Maryland, 20716, USA bearer of US passport number , issued by USA, as permanent director; j) Krista Sweigart, American, lawyer, single, bearer passport number , bearer of US, resident and residing at 236 N. Cleveland Street, Arlington, VA 22201, as deputy director of Mr. Vincent Winslow Mathis;

5 k) Kazi Kamrul Hasan, American, engineer, married, bearer of US passport number , bearer of US passport number , issued by USA, resident and residing at Hampshire Station Drive, Sterling, Virginia, 22180, USA, as permanent director; l) Teresa Cristina Querino Vernaglia, Brazilian, married, engineer, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 7th floor, Neighborhood Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, CEP , bearer of Id. Card RG No , issued by SSP/SP, registered with CPF/MF under. No , as deputy director of Kazi Kamrul Hasan; m) Evaristo Leonardi Gaytán, Venezuelan, married, engineer, resident and residing at 4300 Wilson Boulevard, Arlington, USA, VA 22203, bearer of passport number , issued by Bolivarian Republic of Venezuela, as permanent director; n) Airton Ribeiro de Matos, Brazilian, married, accountant, resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Dr. Marcos Penteado de Ulhôa Rodrigues, 939, 6 th floor, Neighborhood Sitio Tamboré, Torre II do Condomínio Castelo Branco Office Park, in the City of Barueri, State of São Paulo, CEP , bearer of Id. Card RG No , issued by SSP/SP, registered with CPF/MF under No , as deputy director of Mr. Evaristo Leonardi Gaytán; o) Paulo Roberto Robin Carvalho, Brazilian, married, mechanical technologist, resident and residing in the City of Fernandópolis, State of São Paulo, on Rua Aziz Elias Demian, 95, CEP , bearer of Id. Card RG No , issued by SSP/SP, registered with CPF/MF under No , as permanent director; employees' representative of the Company in accordance with the bylaws;

6 p) João Mauro Fidalgo, Brazilian, married, technologist in buildings, resident and residing in the City of Birigui, State of São Paulo, on Rua Anchieta, 70A, Jardim Perdizes, CEP , bearer of Id. Card RG No , issued by SSP/SP, registered with CPF/MF under No , as deputy director of Mr.Paulo Roberto Robin Carvalho; employees' representative of the Company in accordance with the bylaws; q) Luiz Pinguelli Rosa, Brazilian, divorced, physicist, resident and residing in the City of Rio de Janeiro, State of Rio de Janeiro, with business address on Rua Moniz de Aragão, 360, Cidade Universitária, Ilha do Fundão, CEP , in the City of Rio de Janeiro, State of Rio de Janeiro, bearer of Id. Card RG No , issued by SSP/SP, registered with CPF/MF under No , as permanent director; r) Lucio da Silva Santos, Brazilian, married, business administrator, resident and residing in the City of Rio de Janeiro, State of Rio de Janeiro, with business address on Avenida Cláudio Besserman Viana, 12, bloco 4/501, Barra da Tijuca/RJ, CEP , bearer of Id. Card RG No , issued by IFP/RJ, registered with CPF/MF under No , as deputy director of Luiz Pinguelli Rosa; and

7 s) Sérgio Silva do Amaral, Brazilian, separated, Bachelor of Law and Political Science, bearer of Id. Card RG No. 4207, issued by MRE, registered with CPF/MF under No , resident and residing in the City of São Paulo, State of São Paulo, with business address on Avenida Paulista, 1294, 2 nd floor, Neighborhood Cerqueira César, CEP as permanent director as an independent director, remaining vacant the position of deputy. 7. CLOSING: Having nothing further to discuss, the meeting was closed and adjourned for the time necessary to draft these minutes as a summary of the facts, including dissents and protests, and contain transcription only of the resolutions taken, pursuant to Article 130, 1 of the Law of Corporations. After the meeting, these minutes were read and, once approved, were signed by the attending members. The publication of these minutes is authorized to omit shareholders' signatures, pursuant to 2 of article 130 of the Law of Corporations. Barueri, August 05, Board: Pedro de Freitas Almeida Bueno Vieira Chairman Bárbara da Cunha Xavier Secretary Management: Pedro de Freitas Almeida Bueno Vieira Officer of Legal Affairs Attending Shareholders: COMPANHIA BRASILIANA DE ENERGIA By: Andrea Leandro Valenzuela e Bárbara da Cunha Xavier Attorneys-in-Fact

8 AMUNDI FUNDS BUREAU OF LABOR FUNDS - LABOR PENSION FUND BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND FRANKLIN TEMPLETON CORPORATE CLASS LTD FRANKLIN TEMPLETON INVESTMENT FUNDS JP MORGAN GLOBAL EMERGING MARKETS INCOME TRUST PLC TEMPLETON GLOBAL INVESTMENT TRUST TEMPLETON BRIC FUND THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS ITAU MASTER RETORNO TOTAL FI MULTI BAILLE GIFFORD GLOBAL INCOME GROWTH FUND CALIFORNIA PUBLIC EMPLOYEES` RETIREMENT SYSTEM DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS DELAWARE EMERGING MARKETS FUND DELAWARE VIP TRUST DELAWARE VIP EMERGING MARKETS SERIES FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND GMO EMERGING MARKETS EQUITY FUND, A SUB FUND OF GMO FUNDS PLC GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED LVIP BLACKROCK EMERGING MARKETS RPM FUND MANAGED PENSION FUNDS LIMITED NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF LEGAL AND GENERAL GLOBAL EMERGING MARKETS INDEX FUND NORGES BANK PICTET GLOBAL SELECTION FUND GLOBAL HIGH YIELD EMERGING EQUITIES FUND POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV SSGA ENHANCE EMERGING MARKETS EQUITY FUND STICHTING PGGM DEPOSITARY THE GMO EMERGING MARKETS FUND THE MONETARY AUTHORITY OF SINGAPORE THE SCOTTISH AMERICAN INVESTMENT COMPANY P.L.C. UPS GROUP TRUST UTAH STATE RETIREMENT SYSTEMS VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS

9 VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND By: Paulo Roberto Bellentani Brandão Attorney-in-Fact