Download ELETROBRÁS -Centrais Elétricas Brasileiras S.A. – 135 MINUTES

ELETROBRÁS -Centrais Elétricas Brasileiras S.A. – 135
MINUTES OF THE 135th EXTRAORDINARY STOCKHOLDERS’ GENERAL
MEETING OF CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRÁS
On May 15, 2002, at 3:00 pm, at the head office of the Company, located at Setor de
Autarquias Norte, Rua Dois, PETROBRÁS Building, 4th andar [floor], in Brasília,
Distrito Federal, the One Hundred and Thirty Fifth Extraordinary Stockholders’ General
Meeting of Centrais Elétricas Brasileiras S.A – ELETROBRÁS, was held, an Open
Corporate, registered under NIRE [Company Roll Registration Number] 53300000859
and enrolled in the Corporate Taxpayers’ Roll under number 00001180/0001-26, with the
presence of stockholders holding common stocks in a number sufficient for the legal
enforceability of the present General Stockholders’ Meeting, according to the records set
out on page 31 of the Book of Attendance no. 4. Pursuant to provisions set out in article
35 of the Company’s By-Laws, the Director of ELETROBRÁS, NEREU RAMOS NETO
was appointed President of the meeting in substitution of the President of the Company,
ALTINO VENTURA FILHO, and invited me, AFRÂNIO ALENCAR MATOS FILHO to
act as Secretary to the general meeting, under the approval of all present stockholders.
Thereafter, to act as members of the presiding board, the President invited the
representative of the Federal Union, Mrs. KÁTIA APARECIDA ZANETTI DE LIMA,
the representative of BNDES Participações S.A . BNDESPAR, Mr. RAPHAEL BORGES
LEAL DE SOUZA, Mr. MÁRCIO FERRO CATAPANI, representative of BBA Icatu
Premium Institucional IBX FIA, BBA Icatu Gemini FIA, BBA Icatu Taurus FIA, BBA
Icatu IBX Private FIA, BBA Icatu Ibovespa Private FIA, BBA Icatu IBX Institucional
FIA, BBA Icatu Investprev FIA, BBA Icatu FESC FIA, BBA Icatu Ibovespa Institucional
FIA, BBA Icatu Index Ibovespa FIA, BBA Icatu Aquarius FIA, BBA Icatu Amazonas
FIA, Previd Exxon Soc. Previdência Privada, Fundação Assistencial e Previdenciária da
Extensão Rural do Rio Grande do Sul - Fapers, Icatu Hartford Seguros S/A, Icatu Hartford
Fundo de Pensão (MULTI), BBA Icatu Slabs IBX FIA, BBA Icatu FEF FIA, PGBL Icatu
Hartford Composto 20 B FIF - Exclusivo, PGBL Icatu Hartford Composto 20 C FIF Exclusivo, PGBL Icatu Hartford Composto 20 E FIF - Exclusivo, PGBL Icatu Hartford
Composto 49 C FIF - Exclusivo, PGBL Icatu Hartford Composto 49 B FIF - Exclusivo,
PGBL Icatu Hartford Composto 10 C FIF - Exclusivo, PGBL Icatu Hartford Composto 10
B FIF - Exclusivo, PGBL Icatu Hartford Composto 10 E FIF - Exclusivo, PGBL UBS
Composto I FIF, PGBL Fincor Composto 20 C FIF - Exclusivo, PGBL Icatu Hartford
Composto 49 E FIF - Exclusivo, Mr. GEORGE WASHINGTON T. MARCELINO
representative of Mirante IBX Fundo de Investimentos em ações, Nationwide Maritima
Mix Plus FIF, Ntionwide (sic) Maritima Mix FIF, Ntionwide (sic) Maritima Multi II FIF,
Ntionwide (sic) Maritima Multi I FIF, AGF Premium V35 FIF Exclusivo, CIGNA
Portfolio IV FIF Exclusivo, CAM 14 Fundo de Investimento Financeiro, Private Citicorp
Fundo de Investimentos em Ações, Citiações Renda Mista - FDO de Investimentos em
Ações, Citi Institucional Ações . Fundo de Investimentos em Ações, Portfolio Ações
Fundo de Investimentos em Ações, Alpha CI Fundo de Investimentos em Ações, CISS
IBVAT ECO Ações Fundo de Investimentos em Ações, Citiações Fundo de Investimentos
em Ações, Morgan Stanley Investment Management Emerging Markets Trust, The
Wellcome (sic) Trust Limited, John Hancock Variable Series Trust I . Emerging Markets
Equity Portfolio, Frank Russell Investment Company Emerging Markets Fund, The
Emerging Markets Portfolio of the AMR Investment Services Trust, The State of
Connecticut Combined Investment Funds, State of Minnesota State Employees
Retirement Plan, Templeton Emerging Markets Fund Inc., Templeton Emerging Markets
Fund, Templeton Developing Markets Trust, American Bible Society, Templeton
International Emerging Markets Fund, Templeton Emerging Markets Series, Templeton
Emerging Markets Appreciation Fund, Inc., Templeton Developing Markets Securities
Fund, State Street Emerging Markets, SSGA Emerging Markets Fund, Brazil MSCI
Emerging Markets Index Common Trust, Daily Active Emerging Markets Fund, Frank
Russell Investment Company Emerging Markets Fund, IBM Tax Deferred Savings Plan,
Daily Active Emerging Markets Securities Lending Common T. Fund, Templeton
Emerging Markets Investment Trust PLC, The California State Teachers Retirement
System, Sei Institutional International Trust Emerging Markets Equity Fund, State Street
Bank and Trust Funds for Employee Trusts, Mr. JOSÉ DRUMOND SARAIVA,
representing the Federação Nacional dos Urbanitários, Mr. ALCIMAR THOMÁS DE
FIGUEIREDO, representing the Association of Eletrobrás – AEEL Employees, Mr.
MARCOS HENRIQUE SOUZA DE MAGALHÃES representing the Association of
Furnas Employees - ASEF and Mr. Sr. CLAYTON SALLES RENNÓ representative of
Após Furnas Associação dos Aposentados de Furnas. The President also recorded the
presence of the General Auditor, Mr. Jorge José Teles Rodrigues, of the Legal Counsel,
Mrs. Maria Aparecida Seabra Fagundes and of the President of Após Furnas, Mr.
Sebastião José de Matos. The presiding board of the meeting duly appointed, the President
declared the 135th Extraordinary Stockholders’ General Meeting open and informed that
the meeting had been lawfully called, in compliance with call notices published in the
newspapers O Globo,Gazeta Mercantil, Valor Econômico, Correio Braziliense on April
30 and May 1 and 2, 2002, and in the Federal Official Gazette on April 30 and May 2 and
3, 2002, such publications with the following wording: “MINISTRY OF MINES AND
ENERGY. CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRÁS. (Open
Corporate). CNPJ [Corporate Taxpayers’ Roll] no. 00001180/0001-26. CALL NOTICE 135th Extraordinary Stockholders’ General Meeting. The Stockholders of Centrais
Elétricas Brasileiras S.A - ELETROBRÁS are invited to attend the General Extraordinary
Stockholders’ Meeting to be held on May 15, 2002, on first call at 3:00 pm and on second
call at 3:30 pm , at the head office of the Company, located at Setor de Autarquias Norte,
Rua Dois, PETROBRÁS Building, 4th andar [floor], in Brasília, Distrito Federal, in order
to deliberate upon the following Meeting Agenda: 1. Election of two (2) members of the
Administrative Management Council of Eletrobrás out of which one member to take
office as President. 2. Reform of the by-laws, by virtue of the provision set forth in article
135 of Law 6.404/76 according to the proposal available for the stockholders’
appreciation disposal at the Company’s head office, at the Investors Relations Division, in
Rio de Janeiro, and on the site http://www.eletrobras.gov.br/invest. Pursuant to the Ruling
no. 165, dated December 11, 1991, issued by the Brazilian Securities Commission, the
minimum participation percentage in the Voting Capital necessary to request the adoption
of the multiple voting shall be of five per cent (5%). The participation in the General
Meeting is subject to the proof of delivery to ELETROBRÁS of a declaration issued by
the depositary financial institution identifying the stockholder. The referred to delivery
must be made up to May 9, 2002, at the Funding and Investors Relations Department DFR, Investors Relations Division - DFRM, at Avenida Presidente Vargas, 409 – 9th
andar [floor], in the city of Rio de Janeiro, State of Rio de Janeiro, from 8:00 am to 12:00
pm and from 2:00 pm to 5:00 pm. Brasília, April 29, 2002. (signed) LUIZ GONZAGA
LEITE PERAZZO. President of the Administrative Management Council”. After reading
the Call Notice, the President gave the floor to the representative of the Federal
Government, Mrs. KÁTIA APARECIDA ZANETTI DE LIMA, who proposed and voted
favorable to draw up the Minutes of meeting in summary, pursuant to article 130 of Law
no. 6.404/76, under the approval of all present stockholders. Thereafter, the President put
to vote the 1º item of the Meeting Agenda and informed that by virtue of the resignation
of Counselors LUIZ GONZAGA LEITE PERAZZO – President and ELEAZAR DE
CARVALHO FILHO, the General Meeting should elect new members of the
Administrative Management Council, to take office for the remainder of the respective
mandates. The representative of the Union, majority stockholder, KÁTIA APARECIDA
ZANETTI DE LIMA, in exercise of the powers granted by Ordinance/PGFN [Office of
the Attorney-General of the National Treasury] no. 418, dated September 13, 2000,
published in the Federal Official Gazette on September 15, 2000, took the floor and voted
Messrs. FRANCISCO LUIZ SIBUT GOMIDE (President) and EUCLIDES GIROLAMO
SCALCO, to take office as representatives of the Ministry of Mines and Energy and
President of the Administrative Management Council of Centrais Elétricas Brasileiras
S.A . ELETROBRÁS. The representative of the stockholders Mr. GEORGE
WASHINGTON T. MARCELINO representing Mirante IBX Fundo de Investimentos em
ações, Nationwide Maritima Mix Plus FIF, Ntionwide (sic) Maritima Mix FIF, Ntionwide
(sic) Maritima Multi II FIF, Ntionwide (sic) Maritima Multi I FIF, AGF Premium V35
FIF Exclusivo, CIGNA Portfolio IV FIF Exclusivo, CAM 14 Fundo de Investimento
Financeiro, Private Citicorp Fundo de Investimentos em Ações, Citiações Renda Mista FDO de Investimentos em Ações, Citi Institucional Ações . Fundo de Investimentos em
Ações, Portfolio Ações Fundo de Investimentos em Ações, Alpha CI Fundo de
Investimentos em Ações, CISS IBVAT ECO Ações Fundo de Investimentos em Ações,
Citiações Fundo de Investimentos em Ações Mr. JOSÉ DRUMOND SARAIVA
representing the Federação Nacional dos Urbanitários, Mr. ALCIMAR THOMÁS DE
FIGUEIREDO representing the Associação dos Empregados da Eletrobrás - AEEL, Mr.
MARCOS HENRIQUE SOUZA DE MAGALHÃES representing the Associação de
Empregados de Furnas - ASEF and Mr. CLAYTON SALLES RENNÓ representative of
Após Furnas Associação dos Aposentados de Furnas abstained from voting. The other
stockholders voted in agreement with the Federal Union. The President declared elected as
members of the Administrative Management Council: FRANCISCO LUIZ SIBUT
GOMIDE, Brazilian, married, civil engineer and economist, resident and domiciled in
Brasília – Distrito Federal, at SQS 213, Bloco .H., apt. 601, bearer of the identity card no.
363.119 - SSP/PR [State Department for Public Security – State of Paraná] and enrolled in
the Individual Taxpayers’ Roll under number 016.583.109-00, in substitution to
Counselor LUIZ GONZAGA LEITE PERAZZO, including as President of the
Administrative Management Council, and EUCLIDES GIROLAMO SCALCO, Brazilian,
married, pharmacist, resident and domiciled in Curitiba, Paraná, at Rua Reinaldino S. de
Quadros, 190 . 6º andar [floor], Cristo Rei, bearer of the identity card no. 702.536.0 .
SSP/PR, and enrolled in the Individual Taxpayers’ Roll under number 005.651.139-68, in
substitution to Counselor ELEAZAR DE CARVALHO FILHO. It must be recorded that
the members for the Administrative Management Council elected in this General Meeting
made a statement on their legal status for the performance of their duties. Immediately
thereafter, the President submitted the second item of the meeting agenda to the
stockholders’ appreciation. The representative of the Federal Union, majority stockholder,
KÁTIA APARECIDA ZANETTI DE LIMA, took the floor and voted favorable to the
proposal of the Company’s management for the Reform of ELETROBRÁS By-Laws,
except in respect of the following articles, which shall be enforced under the following
wording: “Article 1 - Centrais Elétricas Brasileiras S.A. – ELETROBRÁS is a mixed
capital corporation, constituted in compliance with the authorization provided by Federal
Law 3.890-A, dated April 25,1961 and organized according to the present By-laws.
Article 3 – “caput” - ELETROBRÁS has its head offices in the Federal Capital and central
office in the City of Rio de Janeiro - RJ, and shall operate directly or through its
subsidiaries or companies to which it may become associated, and aiming to carrying out
its corporate purpose, create offices in Brazil and abroad. Article 3 - 2nd Paragraph - In the
subsidiary companies which ELETROBRÁS may constitute, subject to previous
legislation authorization, the general principles of Law 3890-A, dated April 25, 1961,
shall also be considered when applicable, except in respect of the administrative structure,
which may be adapted to the specific standards and to the importance of the services
provided by each company, as well as to the conditions of participation of the other
partners. Article 9 – Sole Paragraph – Upon the capital increases, the legal entities
governed by internal public law shall be ensured the preemptive right to ELETROBRÁS’
stocks; the Federal Government to subscribe, in common stocks, a number of stocks
sufficient to guarantee the minimum of 50% plus one stock of the voting capital. Article
23 - In each fiscal year, the Administrative Management Council shall submit to the
approval by the Ordinary Stockholders’ General Meeting, the Management Report,
balance sheet, income statements, Statement of profit and loss, statement of changes in
financial position as well as the proposal for the distribution of dividends and use of
excess proceeds, attaching its opinion and the opinion of the Fiscal Council, shortly CFE,
pursuant to subsection “I” of article 26, and the certificate issued by the independent
auditors. Article 33 – Sole Paragraph – The representation of the Federal Union in the
Company’s General Meetings shall be made in compliance with the specific federal law.
Article 40 – The employees of ELETROBRÁS, its subsidiaries, associated and controlled
companies shall be subject, whenever applicable, to the provisions set by the Labor Law,
Law no. 3.890-A, dated April 25, 1961, as amended, and by these By-Laws. 3 – to
postpone to an upcoming general meeting the changes proposed for paragraph 1 of article
8 and paragraph 2 of article 41; 3 – for the inclusion of the following articles: - The Fiscal
Council is responsible for: I - to supervise, by any of its members, the acts taken by the
managers and to check the execution of their legal and statutory duties; II - to issue
opinion on the annual report presented by the management, including the complementary
information considered necessary or useful for the deliberation by the Stockholders
Meeting; III - to issue an opinion on the proposals made by the administrative bodies, to
be presented to the Stockholders’ General Meeting, in respect of the change in the capital
stock, issue of debentures or subscription bonus, investment plans or capital budget,
distribution of dividends, transfer, incorporation, merger or split off; IV - to have any of
its members denounce errors, frauds or crimes found and suggest useful measures,
through by any of its members, to the administrative bodies, and in the event that they do
not take the necessary measures to protect ELETROBRÁS’ interests, to the Stockholders’
General Meeting; V - to call the Ordinary Stockholders’ Meeting, in the event that the
administrative bodies delay said call for more than a month, and the Extraordinary
Stockholders’ Meeting whenever serious or urgent reasons occur, including the subject
considered necessary in the meeting agenda; VI - to analyze, at least quarterly, the interim
balance sheet and other financial statements, produced on a regular basis by
ELETROBRÁS; VII - to examine the financial statements for the fiscal year and to issue
the respective opinion; VIII - to perform its assignments during liquidation, in compliance
with the special governing provisions. 1st Paragraph - The administration bodies are liable
to, through written notice, make available to the members of the Fiscal Council, within ten
(10) days, copies of their minutes of meetings and, within fifteen (15) days after receipt,
copies of interim balance sheet and other financial statements prepared regularly and the
report on the execution of budgets. 2nd Paragraph – The members of the Fiscal Council
shall attend the meetings of the Administrative Management Council or the Executive
Board of Directors which agenda includes subjects requiring their opinion (subsections
“II”, “III” and “VII”, of this article). -- The Fiscal Council shall meet ordinarily once a
month, and extraordinarily, whenever called by the President of the Administrative
Management Council, by the President of ELETROBRÁS, or by any of its members. Sole
Paragraph – The minimum attendance for meeting is of three (3) counselors the approval
of the subjects proposed to its deliberation require favorable vote of at least three (3) of
its members. Mr. RAPHAEL BORGES LEAL DE SOUZA representative of BNDES
Participações S.A . BNDESPAR, Mr. GEORGE WASHINGTON T. MARCELINO
representative of Morgan Stanley Investment Management Emerging Markets Trust, The
Wellcome (sic) Trust Limited, John Hancock Variable Series Trust I . Emerging Markets
Equity Portfolio, Frank Russell Investment Company Emerging Markets Fund, The
Emerging Markets Portfolio of the AMR Investment Services Trust, The State of
Connecticut Combined Investment Funds, State of Minnesota State Employees
Retirement Plan, Templeton Emerging Markets Fund Inc., Templeton Emerging Markets
Fund, Templeton Developing Markets Trust, American Bible Society, Templeton
International Emerging Markets Fund, Templeton Emerging Markets Series, Templeton
Emerging Markets Appreciation Fund, Inc., Templeton Developing Markets Securities
Fund, State Street Emerging Markets, SSGA Emerging Markets Fund, Brazil MSCI
Emerging Markets Index Common Trust, Daily Active Emerging Markets Fund, Frank
Russell Investment Company Emerging Markets Fund, IBM Tax Deferred Savings Plan,
Daily Active Emerging Markets Securities Lending Common T. Fund, Templeton
Emerging Markets Investment Trust PLC, The California State Teachers Retirement
System, Sei Institutional International Trust Emerging Markets Equity Fund, State Street
Bank and Trust Funds for Employee Trusts and Mr. MÁRCIO FERRO CATAPANI
representative of BBA Icatu Premium Institucional IBX FIA, BBA Icatu Gemini FIA,
BBA Icatu Taurus FIA, BBA Icatu IBX Private FIA, BBA Icatu Ibovespa Private FIA,
BBA Icatu IBX Institucional FIA, BBA Icatu Investprev FIA, BBA Icatu FESC FIA,
BBA Icatu Ibovespa Institucional FIA, BBA Icatu Index Ibovespa FIA, BBA Icatu
Aquarius FIA, BBA Icatu Amazonas FIA, Previd Exxon Soc. Previdência Privada,
Fundação Assistencial e Previdenciária da Extensão Rural do Rio Grande do Sul - Fapers,
Icatu Hartford Seguros S/A, Icatu Hartford Fundo de Pensão (MULTI), BBA Icatu Slabs
IBX FIA, BBA Icatu FEF FIA, PGBL Icatu Hartford Composto 20 B FIF - Exclusivo,
PGBL Icatu Hartford Composto 20 C FIF - Exclusivo, PGBL Icatu Hartford Composto 20
E FIF - Exclusivo, PGBL Icatu Hartford Composto 49 C FIF - Exclusivo, PGBL Icatu
Hartford Composto 49 B FIF - Exclusivo, PGBL Icatu Hartford Composto 10 C FIF Exclusivo, PGBL Icatu Hartford Composto 10 B FIF - Exclusivo, PGBL Icatu Hartford
Composto 10 E FIF - Exclusivo, PGBL UBS Composto I FIF, PGBL Fincor Composto 20
C FIF - Exclusivo, PGBL Icatu Hartford Composto 49 E FIF - Exclusivo voted in
agreement with the Federal Union in respect of the proposal presented by the Company’s
management for the Reform of ELETROBRÁS By-Laws and abstained from voting the
changes and inclusions proposed by the Federal Union. Mr. GEORGE WASHINGTON T.
MARCELINO representative of Mirante IBX Fundo de Investimentos em ações,
Nationwide Maritima Mix Plus FIF, Ntionwide (sic) Maritima Mix FIF, Ntionwide (sic)
Maritima Multi II FIF, Ntionwide (sic) Maritima Multi I FIF, AGF Premium V35 FIF
Exclusivo, CIGNA Portfolio IV FIF Exclusivo, CAM 14 Fundo de Investimento
Financeiro, Private Citicorp Fundo de Investimentos em Ações, Citiações Renda Mista FDO de Investimentos em Ações, Citi Institucional Ações . Fundo de Investimentos em
Ações, Portfolio Ações Fundo de Investimentos em Ações, Alpha CI Fundo de
Investimentos em Ações, CISS IBVAT ECO Ações Fundo de Investimentos em Ações,
Citiações Fundo de Investimentos em Ações abstained from voting, and Mr. JOSÉ
DRUMOND SARAIVA, representing the Federação Nacional dos Urbanitários, voted
against the Reform of the By-Laws, presenting a vote statement which is filed, in full,
with the General Secretary Office of the Company, duly numbered subsequent to these
Minutes. The representative of Associação dos Empregados da Eletrobrás - AEEL,
Associação de Empregados de Furnas - ASEF and of Após Furnas Associação dos
Aposentados de Furnas voted in agreement with the Federação Nacional dos Urbanitários.
The President declared the Reform of the Company’s By-Laws approved in compliance
with the Federal Union vote, which shall be consolidated and presented in a new
Extraordinary Stockholders’ General meeting. Mrs. KÁTIA APARECIDA ZANETTI DE
LIMA, representative of the Federal Union, took the floor and voted favorable to draw up
the minutes at a later occasion, and to the signature of stockholders in a number sufficient
for the majority vote necessary to enforce the approved deliberations; the other
stockholders agreed with such proceeding. Nothing else to be deliberated, the President
closed the Extraordinary General Meeting, of which I, AFRÂNIO DE ALENCAR
MATOS Fº, Secretary, caused these Minutes to be drawn up in the Minutes Book, which
is signed by the President, by me, Secretary, by the representative of the Federal Union
and by the representative of BNDES Participações S.A – BNDESPAR, taking a certified
copy of the minutes for legal purposes
Brasília, May 15, 2002
NEREU RAMOS NETO
President
KÁTIA APARECIDA ZANETTI DE LIMA
Representative of the Federal Union
RAPHAEL BORGES LEAL DE SOUZA
Representative of BNDES Participações
S.A . - BNDESPAR
AFRÂNIO DE ALENCAR MATOS FILHO
Secretary