EDP – ENERGIAS DO BRASIL S.A.
CNPJ n° 03.983.431/0001-03
NIRE n° 35.300.179.731
MINUTES OF THE 18TH SPECIAL SHAREHOLDERS' MEETING
HELD ON APRIL 8, 2005
(SUMMARY OF FACTS, ART. 130 § 1 OF LAW 6404/76)
1. DATE, TIME AND PLACE: 4.18.2005, at 10 a.m. at the Company's main office, at Rua Bandeira
Paulista, nº 530 - 14º andar - Bairro Itaim Bibi/SP
2. Board: Chairman: António Fernando Melo Martins da Costa
Secretary: Andréa Mazzaro Carlos De Vincenti
3. Attendance: Shareholders representing all the capital, pursuant to signatures apposed in the
Shareholders' Attendance Book.
4. Call: Waived under the terms of § 4 of article 124 of Law 6404/76 and subsequent modifications.
5. Resolutions: The participants General Meeting, by unanimous decision, resolved the following:
5.1
In order to adapt the number of shares into which the Company's capital is divided to the
number already contemplated in the "Instrument of Justification and Protocol of Partial Spin-off and
of Merger of Companies and of Shares", executed on April 7, 2005, by Company management, and
by the managements of Bandeirante Energia S.A., Iven S.A., Espírito Santo Centrais Elétricas S.A.
- Escelsa, Empresa Energética de Mato Grosso do Sul S.A. - Enersul and Magistra Participações
S.A., approved the grouping of shares into which the Company's capital is divided, in the proportion
of 1 share to every 28.18 shares, with this henceforth divided into fifty-one million, eight hundred
fifty-five thousand, nine hundred sixty-seven (51,855,967) common shares, all nominative and
without par value. The controlling shareholder EDP - Energias de Portugal S.A. will assign to the
other shareholders the shares required to complete the respective fractions up to one (1) share.
The acts practiced by the Board of Executive Officers and by the Board of Directors of the
Company already assuming the grouping approved herein are ratified on this date. Therefore, the
company's shares will henceforth be distributed among the shareholders in the following proportion:
5.1.1 The shareholder EDP - Energias de Portugal S.A. will henceforth own twenty-four million, six
hundred ninety-seven thousand, five hundred fifty-one (24,697,551) common shares.
5.1.2 The shareholder Balwerk - Consult. Econômica e Particip., Soc.Unipessoal Ltda will
henceforth own twenty-three million, five hundred forty-five thousand, eight hundred twenty
(23,545,820) common shares.
5.1.3 The shareholder Electricidade de Portugal Internacional, SGPS, S.A. will henceforth own
three million, five hundred eighty thousand, nine hundred ninety-three (3,580,993) common shares.
5.1.4 The shareholder EDP - Gestão da Produção de Energia S.A. will henceforth own thirty-one
thousand, six hundred (31,600) common shares.
5.1.5 The Shareholders António Fernando Melo Martins da Costa, Joaquim Armando Ferreira da
Silva Filipe and Jorge Manuel de Oliveira Godinho will henceforth each own one (1) common
share.
5.2
In view of the decision made in item 5.1 above, the shareholders approved the modification
of the main provision of Article 5 of the Company's By-laws, which henceforth reads as follows:
"Article 5 - The capital of the Company is one billion, three hundred fifty-two million, seven
hundred sixty-six reais and eighty-eight centavos (R$1,352,839,766.88), fully subscribed,
represented by fifty-one million, eight hundred fifty-five thousand, nine hundred sixty-seven
(51,855,967) common shares, all nominative and without par value."
6. Documents filed at the main office: Powers of Attorney.
7. Closing: The floor was offered to those present, and as nobody came forward, the work was
concluded and the Meeting suspended for the time necessary for the printing of these minutes in a
lot of loose sheets, in the form of a summary, which upon reopening of the session, were read,
found correct, approved and signed by the shareholders present.
António Fernando Melo Martins da Costa
Chairman
Andréa Mazzaro Carlos De Vincenti
Secretary
Shareholders:
Balwerk - Consultadoria Econ. e Part., Sociedade Unipessoal, Lda.
António Fernando Melo Martins da Costa
Attorney-in-fact
EDP – Energias de Portugal, S.A.
António Fernando Melo Martins da Costa
Attorney-in-fact
Electricidade de Portugal Internacional SGSP, S.A.
António Fernando Melo Martins da Costa
Attorney-in-fact
EDP – Gestão da Produção de Energia S.A.
António Fernando Melo Martins da Costa
Attorney-in-fact
Jorge Manuel de Oliveira Godinho
António Fernando Melo Martins da Costa
Attorney-in-fact
António Fernando Melo Martins da Costa
Joaquim Armando Ferreira da Silva Filipe
António Fernando Melo Martins da Costa
Attorney-in-fact