TERNA PARTICIPAÇÕES S.A. PUBLICLY-HELD COMPANY Corporate Taxpayer s ID (CNPJ/MF) / Corporate Registry ID (NIRE) 33.3.

Transcription

1 TERNA PARTICIPAÇÕES S.A. PUBLICLY-HELD COMPANY Corporate Taxpayer s ID (CNPJ/MF) / Corporate Registry ID (NIRE) MINUTES OF THE ANNUAL SHAREHOLDER S MEETING HELD ON APRIL (drawn up in the summary format, pursuant to article 130, paragraph 1, of Law no. 6,404/76) 1. DATE, TIME AND PLACE: Held on March 10, 2009, at 11:00 am, in the building where the Company s headquarters are located, in the City of Rio de Janeiro, State of Rio de Janeiro, at Praça XV de Novembro, n. º º andar, sala 1003 (parte). 2. ATTENDANCE: Shareholders representing more than 2/3 (two-thirds) of the Company s capital stock with voting rights, as may be verified through the signatures in the Shareholders Attendance Book. 3. CALL AND PUBLICATIONS: Call Notices published in the Official Gazette of the State of Rio de Janeiro on March 31, April 5 and 6 of 2010, and in the Jornal do Commercio on March 31, April 5 and 6 of 2010, as per publications in Exhibit I hereto. PRESIDING BOARD: The meeting was chaired by the shareholder Álvaro Nelson Assis Araújo, who invited Mr. Ari Cesar Paiva de Almeida to be his secretary. Fiscal Council member Eduardo Alexandre Dutra Zimmermann also attended the meeting. 5. AGENDA: (i) (ii) to take the management accounts, examine, discuss and vote on the Management Report and financial statements relative to the year ended December 31, 2009; the allocation of the net income of the year and the dividends distribution;

2 (iii) (iv) (v) the election of the new members of the Company s Board of Directors, considering the termination of the term of office of its current members; the election of the new members of the Fiscal Council, and the global compensation of the members of the Board of Directors, Fiscal Council and Board of Executives of the Company. 6. RESOLUTIONS: The attending shareholders resolved, (i) by a majority of the attending holders of voting shares, with the abstentions of Blackrock Global Funds, Blackrock Latin America Fund, Inc, Emerging Markets Small Capitalization Equity Index Non-Lendable Fund e Emerging Markets Small Capitalization Equity Index Non-Lendable Fund B. and with the abstention of those with legal impediments, to approve, with no restrictions or qualifications, the management report, balance statement and other financial statements relative to the fiscal year ended December 31, 2009; (ii) by a majority of the holders of voting shares present, to approve the destination of the net income in the fiscal year of 2009, in the amount of R$ 287,794, (two hundred eighty-seven million, seven hundred and ninety-four thousand, eight hundred twenty-nine reais and ninety six cents), as follows: 1) R$14,389, (fourteen million, three hundred eighty-nine thousand, seven hundred forty-one reais and fifty cents), relative to 5% of the Net Income, to be allocated to the Legal Reserve, in compliance with Article 31, Paragraph 1, of the Bylaws; 2) R$ 106,330, (one hundred and six million three hundred thirty thousand four hundred and five dollars and five cents) will be allocated to a Special Profit Reserve, aiming to meet obligations undertaken by the Company with holders of promissory notes from the Company s 3 rd Issue of Promissory Notes; 3) R$ 167,074, (one hundred sixty-seven million, seventy-four thousand six hundred and eighty-three reais and forty-one cents) were paid in advance as interim dividends, as approved by the Board of Directors Meeting held on October 16, 2009, pursuant to which the payment of interim dividends to shareholders was approved, based on the net income recorded as of July 31, 2009 and on the profit reserves for expansion for the years 2007 and 2008, totaling R$302,454, (three hundred and two million, four hundred fifty-four thousand, seven hundred sixty-six reais and fifty-eight cents), of which R$167,074, (one hundred sixty-seven million, seventy-four thousand six hundred and eighty-three reais and forty-one

3 cents) represent the retained earnings as of July 31, 2009, net of the legal reserve, and R$135,380, (one hundred thirty-five million, three hundred and eighty thousand, eighty-three reais and seventeen cents) represent the balance of profit reserves for expansion relative to 2007 and 2008; (iii) elect to the Company s Board of Directors eleven members and their alternates, namely: as MEMBERS, Mr. (i) Djalma Bastos de Morais, ) Djalma Bastos de Morais, Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais at Av. Bandeirantes 665/401, Bairro Serra, CEP , bearer of Identity Card no. 01G , issued by the Army Ministry, and inscribed in the individual roll of taxpayers (CPF/MF) under no (ii) Luiz Henrique de Castro Carvalho, Brazilian, married, eletrical engineer, resident and domiciled at Brumadinho, Minas Gerais at Rua Pitangueiras, 261, Bairro Retiro das Pedras, CEP , bearer of Identuty Card (RG) no. MG , issued by the Public Safety Department of Minas Gerais, and inscribed in the individual roll of taxpayers (CPF/MF) under no (iii) Marco Antonio Rodrigues da Cunha, Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Miguel Abras 33/501, Bairro Serra, CEP , bearer of Identity Card (RG) no. M , issued by the Public Safety Department of the State of Minas Gerais, and inscribed in the individual roll of taxpayers (CPF/MF) under no (iv) Isacson Casiuch, Brazilian, economist, married, resident and domiciled in the city and state of Rio de Janeiro at Rua Borges de Medeiros nº 3.607, apto. 203, Lagoa, CEP , bearer of Identity Card no issued by the Regional Economic Council, inscribed in the individual roll of taxpayers (CPF/MF) under no , (v) Luiz Carlos da Silva Cantidio Junior, Brazilian, single, manager, resident and domiciled in the city and State of São Paulo, at Rua Orobó, 928, Alto de Pinheiros, CEP , bearer of Identity Card (RG) no issued by the Public Safety Department of the State of São Paulo and inscribed in the individual roll of taxpayers (CPF/MF) under no ; (vi) Elemar José Heck, Brazilian, married, accountant, resident and domiciled at São Leopoldo, Rio Grande do Sul, at Rua Padre Teobaldo Leopoldo Frantz, nº130, Bairro Cristo Rei, bearer of Identity Card (RG) no and inscribed in the individual roll of taxpayers (CPF/MF) under no (vii) Carlos Roberto Cafareli, Brazilian, married, bank employee and employee of Caixa Econômica Federal, resident and domiciled in Brasília, Federal District, at SHN Qd. 01, Área Especial A, Apto 313, Edifício Biarritz / Brasília DF, CEP , bearer of Identity Card (RG) no SESP/PR, and inscribed in the individual roll of taxpayers (CPF/MF) under no ; (viii) Cristiano Correa de Barros,

4 Brazilian, married, electrician engineer, resident and domiciled at Belvedere, Belo Horizonte, State of Minas Gerais at Rua Vicente Guimarães nº 141, apto. 801, CEP bearer of Identity Card no MG , inscribed in the individual roll of taxpayers (CPF/MF) under no ; (ix) Jarbas Antônio de Biagi, Brazilian, married, lawyer, resident and domiciled at Perdizes, in the city and State of São Paulo at Rua Apiacas nº 62, apto. 192, CEP , bearer of Identity Card no , (SSP/RJ), inscribed in the individual roll of taxpayers (CPF/MF) under no ; (x) INDEPENDENT BOARD MEMBER No. 1 Brazilian, married, manager, resident and domiciled in the city and State of São Paulo, at Rua Joaquim Cândido de Azevedo Marques, 750, Casa 01, Morumbi,, bearer of Identity Card (RG) no , issued by the Public Safety Department of the State of São Paulo and inscribed in the individual roll of taxpayers (CPF/MF) under no and (xi) CONSELHEIRO INDEPENDENTE No. 2 Ernesto Paulo da Silva Nunes, Brazilian, living as steady union for 18 years, mechanical and electrician engineer, resident and domiciled at Praça Santos Dumont, 140, apt.104, Gávea, city and State of Rio de Janeiro, CEP , bearer of Identity Card n (IFP RJ), inscribed in the individual roll of taxpayers (CPF/MF) under no ; and, as ALTERNATE MEMBERS Mrs. (i) Manoel Bernardino Soares, Brazilian, divorced, lawyer, resident and domiciled at Rua Gonçalves Dias nº 2579, 500, CEP , Santo Agostinho, in the city of Belo Horizonte, State of Minas Gerais, bearer of Identity Card n M (SSP MG), inscribed in the individual roll of taxpayers (CPF/MF) under no , to take of as a substitute of Mr. Djalma Bastos de Morais; (ii) Alvaro Nelson Assis Araújo, Brazilian, married electrician engineer, resident and domiciled at Rua Doutor Helvécio Arantes nº 15, apto. 404, CEP , Luxemburgo, in the city of Belo Horizonte, State of Minas Gerais, bearer of Identity Card n MG (SSP MG), inscribed in the individual roll of taxpayers (CPF/MF) under no , to take of as a substitute of Mr. Luiz Henrique de Castro Carvalho; (iii) Eliana Soares da Cunha Castello Branco, Brazilian, married, economist, resident and domiciled at Belo Horizonte, state of Minas Gerais at Rua Monte Alegre, 929 / 201,São Lucas, CEP , bearer of Identity Card (RG) no M , issued by the Public Safety Department of the State of Minas Gerais, and inscribed in the individual roll of taxpayers (CPF/MF) under no , to take of as a substitute of Mr. Pedro Grossi Júnior; (iv) John Michel Pimenta de Moraes Streithorst, Brazilian/American, married, system analyst, resident and domiciled at Rua Duvivier, 56 Cob 02, Rio de Janeiro - RJ, CEP , bearer of Identity Card n , inscribed in the individual roll of taxpayers (CPF/MF) under no , to take of as a substitute of Mr. Isacson Casiush; (v) Marcelo Hudik Furtado de Albuquerque, Brazilian, manager, married, resident and domiciled at São Paulo, State of São Paulo, at Rua André Fernandes nº 205/ 111 A,

5 Itaim Bibi, CEP , bearer of Identity Card (RG) no , issued by IFP/RJ, and inscribed in the individual roll of taxpayers (CPF/MF) under no , to take of as a substitute of Mr. Luiz Carlos da Silva Cantidio Júnior; (vi) Cláudio Grimaldi Pedron, Brazilian, married, electro technician resident and domiciled at São Leopoldo, State of Rio Grande do Sul, at Rua Felipe Matte nº 190, Morro do Espelho, CEP , bearer of Identity Card (RG) no TD, issued by Rio Grande do Sul Engineers Association (CREA/RS), and inscribed in the individual roll of taxpayers (CPF/MF) under no , to take office as a substitute of Mr. Elemar José Heck; (vii) Carlos Massaru Takahashi, Brazilian, married, bank employee, with business address at Praça XV de Novembro, 20, 3º andar, Centro, Rio de Janeiro, CEP: , bearer of Identity Card (RG) no , and inscribed in the individual roll of taxpayers (CPF/MF) under no , to take office as a substitute of Mr. Carlos Roberto Cafareli; (viii) Letícia Vignoli Villela, Brazilian, married, lawyer, resident and domiciled at Belo Horizonte, State of Minas Gerais, at Rua Ramalhete nº 571/101, bearer of Identity Card (RG) no M , issued by the Public Safety Department of the State of Minas Gerais, and inscribed in the individual roll of taxpayers (CPF/MF) under no , to take office as a substitute of Mr. Cristiano Correa de Barros; (ix) Estevão de Almeida AcciolyBrazilian, married, economist, resident and domiciled at Niterói, State of Rio de Janeiro, at Travessa Coronel Luiz Azevedo no 100, São Francisco, CEP , bearer of Identity Card (RG) no , issued by the Regional Economic Council (CORECON) and inscribed in the individual roll of taxpayers (CPF/MF) under no , to take office as a substitute of Mr. Jarbas Antônio de Biagi; (x) Gustavo Pinheiro Guimarães Padilha, Brazilian, married, lawyer, resident and domiciled at Rio de Janeiro, at State of Rio de Janeiro, at Avenida Vieira Souto, 364/ 201, Ipanema, bearer of Identity Card (RG) no , issued by Rio de Janeiro Bar Association (OAB/RJ), and inscribed in the individual roll of taxpayers (CPF/MF) under no , to occupy the position of alternate INDEPENDENT MEMBER to Mr. Maurício Luís Luchetti; and (xi) Thereza Cristina Nogueira de Aquino, Brazilian, married, economist, resident and domiciled at Rio de Janeiro, State of Rio de Janeiro, at Rua Marituba 400, CEP , bearer of Identity Card (RG) no , issued by the IFP/RJ, and inscribed in the individual roll of taxpayers (CPF/MF) under no , to occupy the position of alternate INDEPENDENT MEMBER to Mr. Ernesto Paulo da Silva Nunes. The members of the Board of Directors elected herein shall serve the current unified term of office, which lasts until the 2011 Annual Shareholders Meeting. The investiture of the elected Members is subject to: (i) the signature of the term of investiture, to be filed in the record of the minutes of the Board of Directors Meetings, pursuant to applicable legislation. The Board of Directors members elected for the first time, must sign the Management's Instrument of

6 Agreement, by which they will take personal responsibility to comply with the rules in the Agreement to Adopt Level 2 of Special Corporate Governance Practices, subscribed to by the Company ( Agreement ) and in the Level 2 Special Corporate Governance Listing Regulations ( Listing Regulations ), which govern said special listing segment of the São Paulo Stock, Futures and Commodities Exchange ( BM&FBOVESPA ). The elected Board members have declared in advance that they have not been convicted of any crime that impedes them from carrying out business activities, or hold positions in companies that may be considered the Company s competitors and hence not representing any conflict of interest with the Company. The Board members elected by Cemig Geração e Transmissão S.A. undertook a solemn commitment to learn, abide by and accept the principles, ethical values and norms established by the Code of Ethics for Civil Servants and Top Management in the State of Minas Gerais. (i) by the majority of the shareholders bearing voting rights present at the meeting, to elect the members of the Fiscal Council, namely: (i) as members, Mr. (i) Ronald Gastão Andrade Reis, Brazilian, married, manager, resident and domiciled at Rio de Janeiro, State of Rio de Janeiro, at Av. Nossa Senhora de Copacabana no. 828/902, Copacabana, CEP , bearer of Identity Card (RG) no. M , issued by the Public Safety Department of the State of Minas Gerais, inscribed in the individual roll of taxpayers (CPF/MF) under no ; (ii) Eduardo Alexandre Dutra Zimmermann, Brazilian, married, engineer, resident and domiciled at Porto Alegre, State of Rio Grande do Sul, at Rua Manoel Cabeda Peres 31, CEP , bearer of Identity Card (RG) no , issued by the Public Safety Department of the State of Rio Grande do Sul, inscribed in the individual roll of taxpayers (CPF/MF) under no ; (iii) Clayton Ferraz De Paiva, Brazilian, married, engineer, resident and domiciled at Recife, State of Pernambuco, at Rua João Ramos 285/1401, Graças, CEP , bearer of Identity Card (RG) no , issued by the Public Safety Department of the State of Pernambuco, inscribed in the individual roll of taxpayers (CPF/MF) under no ; and, as ALTERNATE MEMBERS Mr. (i) Mário Lúcio Braga, Brazilian, married, accountant, resident and domiciled at Belo Horizonte, State of Minas Gerais, at Rua Ralph Ledsham no. 105, CEP , Bairro Enseada das Garças, bearer of Identity Card (RG) no. MG , issued by the Public Safety Department of the State of Minas Gerais, inscribed in the individual roll of taxpayers (CPF/MF) under no , to take office as a substitute of Mr. Ronald Gastão Andrade Reis; (ii) Cláudio Canalis Goulart, Brazilian, widower, economist, resident and domiciled at Porto Alegre, State of Rio Grande do Sul, at Rua Mali 881, CEP ,bearer of Identity Card (RG) no , the Public Safety Department of the State of Rio Grande do Sul, inscribed in the individual roll

7 of taxpayers (CPF/MF) under no ; to take office as a substitute of Mr. Eduardo Alexandre Dutra Zimmerman; e, (iii) Pedro Marcelo Luzardo Aguiar, Brazilian, married, bachelor of law, resident and domiciled at Rio de Janeiro, State of Rio de Janeiro, at Av. dos Flamboyants 1020/905, CEP , bearer of Identity Card (RG) no , issued by the IFP/RJ, inscribed in the individual roll of taxpayers (CPF/MF) under no , to take office as a substitute of Mr. Clayton Ferraz de Paiva. The term of office of the members of the Fiscal Council elected herein will last until the 2011 Annual Shareholders Meeting. The investiture of the members of the Fiscal Council elected herein is subject to the the signing of the term of investiture to be drawn up in the minutes book and the opinions of the Company's Fiscal Council, in accordance with governing law and regulations. The members of the Fiscal Council elected herein declared in advance that they are not currently prohibited from exercising commercial activities or from holding positions at companies that could be considered a competitor of the Company, and have not represented any interests conflicting with those of the Company. The Board Members Ronald Gastão Andrade Reis and Mário Lúcio Braga took oaths to learn, observe and obey the principles, ethical values and rules set forth in the Code of Ethical Conduct of the Public Civil Servants and Senior Administration of the State of Minas Gerais; (ii) by the majority of the shareholders bearing voting rights present at the meeting, except for the shareholders Newton Investment Management Nominees Limited, The Master Trust Bank of Japan, LTD, as Trustee Of BNY Mellon Global Higher Income Equity Mother Fund and The Master Trust Bank Of Japan, LTD, who voted against, RE:MTBC , to approve the overall compensation of the Company s management for the period commencing on the date of this Annual General Meeting and ending on the date of the Annual General Meeting of the Company to be held in the total amount of R$ 4,713, (four million, seven hundred and thirteen thousand, seven hundred and seventeen reais and seventy-five cents), all taxes included, which the Board of Directors shall distribute individually to the Company's managers at its own discretion, pursuant to Article 19, Item XII of the Company's Bylaws. Regarding the overall compensation of the members of the Fiscal Council for the period commencing on April 2010 and ending on the date of the Company s Annual Shareholders Meeting to be held in 2011, the shareholders resolved to set the amount at up to R$152, (one hundred and fifty-two thousand, nine hundred and twenty-two reais and sixty cents), all taxes included, with the Board of Directors responsible for the individual allocation of said amount among the members of the Company s Fiscal Council.

8 7. CLOSURE: There being no further issues to address, the meeting was adjourned for the drawing up of these present minutes, which after having been read and found to be in compliance, were signed by all members in attendance. Álvaro Nelson Assis Araújo Chairman _ Ari Cesar Paiva de Almeida Secretary Shareholders: Cemig Geração e Transmissão S.A. p. Anamaria Pugedo Frade Barros Fundo de Investimento em Participações Coliseu p. Micael Amorim Braga Balentine International Equity Fund Select LP; Blackrock Global Funds; Blackrock Latin America Fund, Inc; Eaton Vance Structured Emerging Markets Fund; Newton Investment Management Nominees Limited; The Master Trust Bank of Japan, LTD, as Trustee Of BNY Mellon Global Higher Income Equity Mother Fund; The Master Trust Bank Of Japan, LTD, RE:MTBC ; Emerging Markets Small Capitalization Equity Index Non-Lendable Fund; e Emerging Markets Small Capitalization Equity Index Non-Lendable Fund B. p. Christiano M. Godoy CBLC Álvaro Nelson Assis Araújo _ Anamaria Pugedo Frade Barros Ari César Paiva de Almeida Fiscal Counselor: Eduardo Alexandre Dutra Zimmermann

9 EXHIBIT I TO THE MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING OF TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. HELD ON APRIL PUBLICATIONS