CESP – COMPANHIA ENERGÉTICA DE SÃO PAULO
CNPJ Nº 60.933.603/0001-78
NIRE Nº 35.300.011.996
SUMMARY OF PROCEEDINGS OF THE 675th MEETING OF THE BOARD OF DIRECTORS
On March 24 (twenty four), 2015, at 9:30 am, the members of CESP - Companhia Energética de
São Paulo – Board of Directors have held an ordinary meeting, as disposed in Article 13 of the
Company Corporate Bylaws, in the meeting room located at Rua Bela Cintra n° 847, 14º andar São Paulo - SP, whose names are related below and signed. (...)
Proceeding to the meeting, the Board of Directors President advanced to item II of the theme
“Administration Report and Financial statements of 2014 fiscal period” (time 60min), yielding
the floor to the CFO and Investors Relations Officer, Almir Fernando Martins, who has made a
presentation on the matter... (...) considering the convenience of a presentation by CESP to
collegiate the additional information requested; the Chairman of the Board, João Carlos de Souza
Meirelles, has proposed the temporary suspension of the meeting, to be retaken on Friday,
03/27/3015 at this same location and time. The proposal obtained the immediate agreement from
all members of the Board of Directors.
The meeting was suspended.
On March 27 (twenty seven), 2015, at 9:30 am, (...)
Retaking the thene on item II, “Administration Report and Financial statements of 2014 fiscal
period”, (...)
With the matter on the fore for discussion, the following items were unanimously approved by the
Board of Directors: (1) the Administration Report and Financial statements of 2014 fiscal period, in
terms of letter ‘f’ of line I of article 19 of Corporate Bylaws; (2) projection of income tax realization
and deferred social contribution, compliant with Instruction CVM nº 371/2002; (3) Proposal of
results destination of the period amounting to R$ 2,067,108,918,20 in the following way: (a)
Payment of dividends to shareholders amounting to R$ 1,773,195,803,65, from which
remunerations already paid under the form of Interests on Equity Capital will be deducted,
amounting to R$ 193,000,000,00, under the terms of article 31 single paragraph of the Corporate
Bylaws, a net value of R$ 1,580,195,803,65 to be paid under the following conditions: (i) payment
of minimum mandatory dividend balance, amounting to R$ 404,543,345,44 and a portion of
additional dividends of R$ 385,554,556,39 to be paid until May 31, 2015; and (ii) remaining
balance of additional dividends of R$ 790,097,901,84 to be paid until September 30, 2015; (b)
Constitution of Legal Reserve of R$ 28,006,960,34 and Statutory Reserve under the terms of line
IV of article 31 of Corporate Bylaws, amounting to R$ 293,913,114,55. (...)
After that, the Chairman of the Board, Mr. João Carlos de Souza Meirelles, proceeded to item
IV of the agenda, “Call for Ordinary and Extraordinary General Meeting resulting from item
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II, above”. With the matter offered to voting the Call for Ordinary and Extraordinary General
Meeting was approved as transcribed below.
“CESP – COMPANHIA ENERGÉTICA DE SÃO PAULO - CNPJ/MF N 60.933.603/000178 - NIRE N 35.300.011.996 – PUBLICLY TRADED COMPANY
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS – CALL
The Shareholders are called, as disposed in Article 6th of Corporate Bylaws and articles
131 and 132 of Federal Law nº 6.404/76, to meet in this Company Ordinary and
Extraordinary General Meetings, to be carried out on April 27, 2015, at 10 o´clock am, in
its registered office, at Avenida Nossa Senhora do Sabará, 5.312, in this Capital, in order
to deliberate on the following agenda:
ORDINARY GENERAL MEETING
1.
Annual Administration Report and Financial Statements related to 2014 Fiscal Year,
along with Independent Auditors Opinions and Fiscal Board Opinions.
2.
Proposal of results destination and proposal of dividends distribution to
shareholders.
3.
Election of the Board of Directors members and Fiscal Board effective members
and substitutes.
EXTRAORDINARY GENERAL MEETING
1. Fixation of remuneration of Board of Directors and Fiscal Board members
2. Alteration of Corporate Bylaws, in its article 3rd, in virtue of the new composition of
its joint stock, by conversion of shares from one class to another, already effected.
Participation in Meetings
The minimum percent of participation in voting capital required to multiple vote system
requisition for election of members of the Board of Directors is 5% (five percent), compliant
with Instructions CVM nº 165/1991 and nº 481/2009. The proof of shareholder condition
may occur at any time until the opening of works of the meeting, upon presentation of
identity document, voucher issued by the financial institution custodian of the book entry
shares, informing the respective number. Shareholders may be represented in General
Meeting by a Proxy, under the terms of Article 126 of Federal Law nº 6.404/76, who shall
provide one original or certified copy of the Public Instrument and the Proxy shall carry
his/her identity document and the following documents, proving the Proxy validity:
a)
Legal entities: certified copy of the represented legal person contract/corporate
bylaws, proof of administrators election and corresponding Proxy, with notarized signature;
b)
Natural persons: Proxy with notarized signature.
In case of foreign shareholders or shareholders allocated abroad proxies participation,
corresponding proxies shall be granted to representatives in Brazil, with powers to receive
judicial notification, along with their respective translations by a Sworn Translator, filed in
Titles and Documents Registry, and, where applicable, with notarized signature by the
Brazilian Consulate at the respective country. Such proxies shall be presented in original
copy according to Opinion CJ/JUCESP nº 1460 of December 16, 2014. Documents
relevant to matters to be appreciated in Ordinary and Extraordinary General Meetings are
available to Shareholders at the Company seat, or by electronic means on CVM –
Securities Commission – and CESP, on world wide web, according to Instruction CVM nº
481/2009. São Paulo, March 27, 2015. JOÃO CARLOS DE SOUZA MEIRELLES – Board
of Directors President”.
(...)
This minute, after approved, follows signed by the following Board of Directors members: João
Carlos de Souza Meirelles, Andrea Calabi, Adriano José Pires Rodrigues, Carlos Pedro Jens,
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Clovis Luiz Chaves, Fernando Carvalho Braga, Marcos Antonio de Albuquerque, Mauro Rodrigues
da Cunha, Mauro Guilherme Jardim Arce, Renato A. Zagallo Villela dos Santos, Ricardo Achilles
and Valter Nei Ribeiro.
We state that the text, faithful transcription of a portion of the Minute, filed in the Board of Directors
minute book.
São Paulo, April 02, 2015.
José Eduardo Pessini
Board of Directors Executive Secretary
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