CTEEP – COMPANHIA DE TRANSMISSÃO DE ENERGIA ELÉTRICA PAULISTA
A Publicly Held Company
CNPJ/MF 02.998.611/0001-04
NIRE 35300170571
EXTRACT FROM THE MINUTES OF THE 225th MEETING OF THE BOARD OF
DIRECTORS
DATE, TIME AND PLACE: Held on May 6 (six) 2011 at 9:30 a.m. via video
conference as permitted under paragraphs 2 and 3 of Article 21 of the Bylaws of
CTEEP – Companhia de Transmissão de Energia Elétrica Paulista (“Company”).
CONVENING: Pursuant to the meeting’s convening by the Chairman of the Board
of Directors.
ATTENDANCE: The undersigned members of the Company’s Board of Directors.
Pursuant to Paragraph 3 of Article 163 of Law 6.404/76, the representatives of the
Company’s Fiscal Council, Manuel Domingues de Jesus e Pinho, Antonio Luiz de
Campos Gurgel, Vladimir Muskatirovic, Celso Clemente Giacometti and Egídio
Schoenberger were also present at the meeting.
Participating as guests,
representatives of the Company: Messrs César Augusto Ramirez Rojas – Chief
Executive Officer, Pio Adolfo Barcena Villarreal – Chief Administrative Officer, Celso
Sebastião Cerchiari – Chief Operating Officer, Marcio Lopes Almeida – Chief
Financial and Investor Relations Officer, Maurício Augusto Souza Lopes – Manager
of the Internal Audit Department as well as Mesdames Maria Cláudia de Lucca –
Manager of Legal Department, Doralice Fernandes Ferro – Manager of the Strategic
Management Department and Elizabeth Oliveira Pereira Campos – Manager of
Communications Department.
CHAIR: Luis Fernando Alarcón Mantilla – Chairman. Maria Ignez Mendes de
Vinhaes da Costa – Secretary.
RESOLUTIONS:
(1) Re-ratification of the resolutions of the Meeting of the Board of
Directors (“MBD”) held on April 25 2011 with respect to the Increase in
the capital stock arising from a tax break. The Board approved on a
unanimous vote of the meeting’s participants to re-ratify the resolutions of the MBD
of April 25 2011, pursuant to the proposal of the Company’s Executive Board
approved at the Meeting of May 3 2011 in accordance with the following reratifications:
a)
b)
Declaration of the Fiscal Council. The Company’s Fiscal Council in a
meeting held today at 9:00 a.m. opined favorably as to the approval of the
re-ratification of the proposal to increase the capital.
Reserve of Remnant Shares. Shareholders may opt to subscribe remnant
shares in the respective subscription lists in the proportion to the
subscriptions effected under their preemptive right. Terminating the period for
exercising the preemptive right from April 27 2011 to May 26 2011, the
Company shall announce by June 2 2011, eventual remnant shares, pursuant
to the Notice to Shareholders to be published by the Company and, the
shareholders that have opted, in the Subscription List, to subscribe remnant
shares, may make effective subscription to the remnant shares, in the
proportion to the subscriptions made, in the period from June 2 2011 to June
9 2011, at the same price and conditions, to be paid up in cash, upon the act
of subscription. The balance of share remnants unsubscribed after the
c)
d)
apportionment mentioned, shall be sold through auction to be held at the
BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange
(“BM&FBovespa”), to the benefit of the Company, pursuant to the provision in
letter “b” of the seventh Paragraph of Article 171 of Law 6.404/76, pursuant
to the applicable legislation, in compliance with the minimum subscription
price for this capital increase, that is, R$ 51.66 (fifty-one Reais and sixty-six
centavos) for each common share and R$ 50.24 (fifty Reais and twenty-four
centavos) for each preferred share.
Right of reconsideration of the subscription in the event of ratification
of the partial increase of the capital increase. Pursuant to resolution of
the MBD of April 25 2011, the Company’s Board of Directors shall maintain its
decision as to the increase of capital stock conditional on the subscription of
at least 558,113 (five hundred and fifty-eight thousand, one hundred and
thirteen) new common shares, corresponding to an increase of at least R$
28,832,150.88 (twenty-eight million, eight hundred and thirty-two thousand,
one hundred and fifty Reais and eighty-eight centavos). Thus, following the
auction mentioned in item “b” above, should there remain unsubscribed
shares, the subscribers of shares issued within the scope of this increase in
capital, shall have the right to reconsider their decision in relation to the
subscription of shares, totally or partially, during the period of 5 (five)
consecutive days as from the date of publication of the new Notice to
Shareholders informing as to the starting date for this reconsideration period.
Immediately thereafter, this period having elapsed, the Company’s Board of
Directors shall proceed to the ratification of the increase in capital and the
cancellation of eventual unsubscribed remnant shares.
Ratification of the remaining resolutions of the MBD of April 25 2011
and acts of the Executive Board. Ratification of the resolutions not
expressly amended by this meeting was approved and the Executive Board
authorized to take all the necessary measures for the effective increase in
capital, ratifying the acts already practiced to this end.
(2) Analysis of the 1st ITR (Quarterly Information) of 2011. Following the
registration of the voting abstention of the Director Sinval Zaidan Gama, the Board
of Directors approved on a unanimous vote of members present, the Financial
Statements with respect to the 1st Quarter of 2011.
CONCLUSION: With no further matters on the agenda, the meeting was declared
concluded with the drafting of these minutes, which having been read and found to
be in conformity, were signed by the Secretary and by the Directors present. It is
hereby recorded that all material related to the matters presented was duly
analyzed by the Directors and is filed with the Company Secretary. Luiz Fernando
Alarcón Mantilla, Fernando Augusto Rojas Pinto, Isaac Yanovich Farbaiarz, Luisa
Fernanda Lafaurie Rivera, Orlando José Cabrales Martinez, Fernando Maida
Dall’Acqua, Sinval Zaidan Gama e Valdivino Ferreira dos Anjos.
I certify that the above resolutions were extracted from the Minutes drafted to the
Company’s Board of Directors Meetings Minutes Register
Maria Ignez Mendes de Vinhaes da Costa
Secretary