COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
Listed company – CNPJ 17.155.730/0001-64 – NIRE 31300040127
Summary of minutes of the 412th meeting of the Board of Directors
Date, time and place:
June 28, 2007, at 9.30 a.m. at the company’s head office,
Av. Barbacena 1200, 18th Floor, Belo Horizonte,
Minas Gerais, Brazil.
Summary of proceedings:
I–
The board member Wilson Nélio Brumer resigned from Chairmanship of the Board of
Directors, due to his no longer being Development Secretary of the State of Minas Gerais,
that being the post that carries with it the coordination of Cemig; and considering that an
Extraordinary General Meeting of Stockholders was held on June 22, 2007, which elected
new members of the Board of Directors.
II –
The Board approved:
a)
The proposal by the board member Maria Estela Kubitschek Lopes to elect Mr.
Marcio Araujo de Lacerda – Brazilian, married, company manager, resident and
domiciled in Brumadinho, Minas Gerais at Av. Pinheiros 859, Retiro das Pedras,
CEP 35460-000, bearer of identity card MG-434694-SSPMG and CPF 13173472691 – as Chairman of the Board of Directors, to serve the remaining period of
office, that is to say until the first board meeting after the Annual General Meeting
of Stockholders of 2009; Mr. Djalma Bastos de Morais – Brazilian, married,
engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Av.
Bandeirantes 665/401, Sion, CEP 30315-000, bearer of Identity Card 019112140-9
issued by the Army Ministry, and CPF 006633526-49 – remaining as Vicechairman.
b)
A proposal by the board member Marcio Araujo de Lacerda, to re-compose the
Committees supporting the Board of Directors as follows:
c)
Board of Directors
Support Committee:
Fernando Henrique Schüffner Neto (Coordinator), Aécio Ferreira da
Cunha, Alexandre Heringer Lisboa, Andréa Paula Fernandes Pansa,
Francisco de Assis Soares, Lauro Sérgio Vasconcelos David, Marco
Antonio Rodrigues da Cunha and Wilton de Medeiros Daher
Governance
Committee:
Marcio Araujo de Lacerda (Coordinator), Carlos Augusto Leite
Brandão, Djalma Bastos de Morais and Wilton de Medeiros Daher
Human Resources
Committee:
Wilson Nélio Brumer (Coordinator), Alexandre Heringer Lisboa, José
Augusto Pimentel Pessôa and Lauro Sérgio Vasconcelos David
Strategy Committee:
Andréa Paula Fernandes Pansa (Coordinator), Aécio Ferreira da Cunha,
Evandro Veiga Negrão de Lima, Francisco de Assis Soares, Haroldo
Guimarães Brasil, Lauro Sérgio Vasconcelos David and Wilson Nélio
Brumer
Financial Committee:
Haroldo Guimarães Brasil (Coordinator), Alexandre Heringer Lisboa,
Andréa Paula Fernandes Pansa, Francisco de Assis Soares and Lauro
Sérgio Vasconcelos David
Audit and Risk
Committee:
Evandro Veiga Negrão de Lima (Coordinator), Francelino Pereira dos
Santos, José Augusto Pimentel Pessôa and Lauro Sérgio Vasconcelos
David.
The minutes of this meeting.
III – The Board authorized:
A v Av.Barbacena 1200,
Santo Agostinho,
30190-131 Belo Horizonte, MG,
Brazil.
Tel.: +55-31 3506-5026.
Fax: +55-31 3506-2578
a)
Provision by Cemig of guarantees to the Inter-American Development Bank
(IABD) in relation to the loan contract to be signed between the IADB and
Transchile Charrúa Transmisión S.A. (Transchile), in proportion to its
stockholding interest, by signing of the following documents: Share Pledge
Agreement between Transchile, the IADB, the Trustee, Companhia Técnica de
Engenharia Elétrica and Cemig; Share Retention and Sponsor Support
Agreement between Transchile, the IADB, Companhia Técnica de Engenharia
Elétrica and Cemig; and, as the case may be, Pledge of Subordinated Loan
Agreement between Transchile, the IADB, the Trustee, Companhia Técnica de
Engenharia Elétrica and Cemig.
b)
Signature, within the limit of the obligations assumed in the contracts described
in sub-item “a” of item III above, of any other documents which may be
necessary for complete efficacy of those contracts. Cemig shall be obliged in the
said contracts, at the maximum, up to the “Discharge Date”, that is to say the
date on which IABD gives Transchile notice recognizing that all the amounts
due under the Financing Documents have been duly paid and that it no longer
has any obligation to make any disbursement.
c)
Any additional contributions of capital to meet a contractual obligation specified
in the Share Retention and Sponsor Support Agreement mentioned in sub-clause
“a” of item (iii) above, subject to it being established that when and if necessary
these must be included in the annual budgets and revisions thereto.
d)
Presentation of a new binding bid for acquisition of 100% of the registered
capital of a company holding a generation asset; with assumption of a penalty
payment referring to a transfer of an ICMS tax credit not authorized by the State
Finance Secretary; and also supplementary addition to the 2007 budget of Cemig
GT to make this acquisition.
IV –
The Board canceled CRCAs 029/2007 and 038/2007, which deal with the guarantee
for the long-term financing obtained by Transchile in relation to IADB/Santander,
relating to the Meetings of the Board of Directors held on April 27, 2007 and May 31,
2007, respectively.
V–
The following matters were withdrawn from the agenda:
Assignment of the employee Ayres Augusto Álvares da Silva Mascarenhas to the
Commercial Board of Minas Gerais, through signing of a mutual cooperation working
agreement;
partial assignment to Cemig of Ms. Letícia Vignoli Villela Magalhães, employee of
Empresa de Infovias S.A., through signing of an employee assignment agreement;
payment in kind, to Fundação Forluminas de Seguridade Social (Forluz), of the real
estate property at Av. Barbacena 1219, Belo Horizonte, Minas Gerais, provided that it
is free of any charge or encumbrance, to amortize part of the debt of Cemig to that
entity; and
exercise of an option to purchase generation from Light.
VI –
The board member Wilton de Medeiros Daher abstained from voting on the matter
relating to the new binding bid for acquisition of a generation asset, referred to in subclause “d” of item (iii) above.
VII –
The board member Marcio Araujo de Lacerda declared that he is not subject to
any prohibition on exercise of commercial activity, that he does not occupy any post in
a company which may be considered a competitor of the company, and that he does
not have nor represent any interest conflicting with that of Cemig, and assumed a
A v Av.Barbacena 1200,
Santo Agostinho,
30190-131 Belo Horizonte, MG,
Brazil.
Tel.: +55-31 3506-5026.
Fax: +55-31 3506-2578
solemn undertaking to become aware of, obey and comply with the principles, ethical
values and rules established by the Code of Ethical Conduct of Government Workers
and Senior Administration of the State of Minas Gerais.
VIII –
The following spoke on general matters and business of interest to the Company:
Board Members:
Chief Officers:
Wilson Nélio Brumer, Andréa Paula Fernandes Pansa, Carlos
Augusto Leite Brandão, Evandro Veiga Negrão de Lima, Haroldo
Guimarães Brasil, José Augusto Pimentel Pessôa, Djalma Bastos
de Morais, Marcio Araujo de Lacerda and Wilton de Medeiros
Daher.
Luiz Fernando Rolla and José Carlos de Mattos.
The following were present:
Board Members:
Wilson Nélio Brumer, Djalma Bastos de Morais, Marcio Araujo
de Lacerda, Aécio Ferreira da Cunha, Alexandre Heringer
Lisboa, Andréa Paula Fernandes Pansa, Carlos Augusto Leite
Brandão, Evandro Veiga Negrão de Lima, Francelino Pereira dos
Santos, Haroldo Guimarães Brasil, José Augusto Pimentel
Pessôa, Maria Estela Kubitschek Lopes, Wilton de Medeiros
Daher, Marco Antonio Rodrigues da Cunha and Lauro Sérgio
Vasconcelos David
Chief Officers:
Luiz Fernando Rolla and José Carlos de Mattos.
Anamaria Pugedo Frade Barros
A v Av.Barbacena 1200,
Santo Agostinho,
30190-131 Belo Horizonte, MG,
Brazil.
Tel.: +55-31 3506-5026.
Fax: +55-31 3506-2578