CTEEP – COMPANHIA DE TRANSMISSÃO DE ENERGIA ELÉTRICA PAULISTA
A Publicly Held Company
CNPJ/MF 02.998.611/0001-04
NIRE 35300170571
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON JULY 19 2011
Drafted in a summarized form pursuant to Article 130 and its paragraphs of Law
6.404/76
1) Time, date and place: Held at 2:00 p.m. on July 19 (nineteen) 2011 at the
corporate offices of CTEEP – Companhia de Transmissão de Energia Elétrica Paulista
(“Company”) at Rua Casa do Ator 1155 – 9th floor in the city and state of São
Paulo.
2) Convening: Convening Notice published in the “Diário Oficial Empresarial do
Estado de São Paulo”, editions of June 28, 29 and 30 2011, page 57, 46 and 61,
respectively and in the newspaper Valor Econômico, editions June 28, 29 and 30 de
2011, pages E3, E1 and E2, respectively.
Agenda of the Day: (i) Amendment of the following articles of the Bylaws:
Paragraph 1 of Article 17, Article 18, Paragraph 1 of Article 18 and Paragraph 1 of
Article 23, inclusion of the new article and renumbering of the subsequent articles;
and (ii) Removal of an effective member of the Fiscal Council, elected in a separate
vote by the shareholder ELETROBRAS on April 29 2011 and election of a new
Councilor pursuant to the request by the shareholder ELETROBRAS.
4) Attendance: Shareholders representing 99.25% of the voting stock according
to the signatures in the Shareholders Present Register, Representatives of the
Company Messrs César Augusto Ramírez Rojas – CEO, Marcio Lopes Almeida –
Chief Financial and Investor Relations Officer.
5) Chair: Chairman: Fernando Augusto Rojas Pinto. Secretary: Maria Ignez Mendes
de Vinhaes da Costa.
6) Resolutions: The following resolutions were taken by
representing 99.25% of the voting stock of the Company present:
shareholders
(i) Amendment of the following articles of the Bylaws: Paragraph 1 of
Article 17, Article 18, Paragraph 1 of Article 18 and Paragraph 1 of Article
23, inclusion of the new article and renumbering of the subsequent
articles.
The new text of the articles below was approved unanimously by the shareholders
present:
Paragraph 1 of Article 17 - The Board of Directors shall elect from among its
members 1 (one) Chairman and 1 (one) Vice Chairman. The positions of Chairman
of the Board of Directors and the Chief Executive Officer of the Company may not
be accumulated by the same person.
Article 18 - The members of the Board of Directors shall have a unified term of
office of 1 (one) year, members being eligible for reelection.
Paragraph 1 of Article 18 - The vesting of the members of the Board of Directors
in their respective positions shall be conditional on the prior adherence to the
Instrument of Agreement of the Management pursuant to the provisions in the
Level 1 Regulations as well as to the adherence to the applicable legal requirements
and the signature of the instrument of investiture drafted to the minutes register of
Meetings of the Board of Directors.
Paragraph 1 of Article 23 - The vesting of the members of the Executive Board in
their respective positions shall be conditional on the prior adherence to the
Instrument of Agreement of the Management pursuant to the provisions in the
Level 1 Regulations as well as to the adherence to the applicable legal requirements
and the signature of the instrument of investiture drafted to the minutes register of
Meetings of the Executive Board.
Article 38 – With the admission of the Company to the special listing segment
denominated Level 1 Corporate Governance of the BM&FBOVESPA S.A. – Securities,
Commodities and Futures Exchange (“BM&FBOVESPA), the Company, its
shareholders, Members of Management and members of the Fiscal Council, when
installed, are subject to the provisions of Level 1 Corporate Governance Listing
Regulations of BMF&BOVESPA (“Level 1 Regulations).
Articles numbered from 38 to 43 are renumbered from 39 to 44.
(ii) Removal of an effective member of the Fiscal Council, elected in a
separate vote by the shareholder ELETROBRAS on April 29 2011 and
election of a new Councilor pursuant to the request by the shareholder
ELETROBRAS. The shareholders present unanimously approved the removal of the
effective member of the Fiscal Council with the election of a new effective member
to substitute him until the Ordinary General Meeting which shall be held within the
first four months of 2012. Pursuant to Article 161, Paragraph 4, letter “a” of Law
6.404/76, the representative of the shareholder ELETROBRÁS, in the position of
holder of preferred shares, in a separate vote, removed the effective member of the
Fiscal Council, Vladimir Muskatirovic and also in a separate vote, elected Rosângela
da Silva, Brazilian, single, sociologist, bearer of Brazilian ID 3.992.892-2, registered
in the tax register (CPF/MF) under number 610.222.419-15, resident and domiciled
at Rua Guilherme Pugsley, 2538, Apto. 202, Água Verde, Curitiba, state of Paraná
as effective member of the Fiscal Council. Investiture in the position of Fiscal
Councilor shall comply with all the requisites, impediments and procedures
pursuant to Article 162 of the Corporate Law and other regulatory provisions.
7) Conclusion: With no further matters on the agenda, the drafting of these
minutes was authorized in the summarized format and these having been read
and found to be in conformity, were signed by the shareholders present,
authorizing their publication without the respective signatures pursuant to
Article 130, Paragraph 2 of Law 6.404/76.
São Paulo, July 19 2011
Maria Ignez Mendes de Vinhaes da Costa
Secretary