TERNA PARTICIPAÇÕES S.A.
PUBLICLY-HELD COMPANY
CORPORATE TAXPAYER’s ID (CNPJ/MF): 07.859.971/0001-30
CORPORATE REGISTRY (NIRE): 33.3.0027843-5
MINUTES OF THE EXTRAORDINARY GENERAL
MEETING OF FEBRUARY 10, 2009
(drawn up in summary format pursuant to article 130, paragraph 1 of Law 6404/76)
1.
DATE, TIME AND VENUE: February 10, 2009, at 15:00 p.m. at the Company’s
headquarters at Praça XV de Novembro n.º 20 – 10º andar, Sala 1003 (parte), - Centro, in the city
and state of Rio de Janeiro.
2.
ATTENDANCE: Shareholders representing more than 2/3 (two-thirds) of the Company’s
voting capital as per the signatures in the Shareholders’ Attendance Book.
3.
CALL NOTICE AND PUBLICATIONS: The Call Notice was published in the Diário
Oficial do Estado do Rio de Janeiro and the newspaper Gazeta Mercantil on January 26, 27 and 28,
2009.
4.
PRESIDING: Arnaldo de Mesquita Bittencourt Neto, representing the shareholder
TERNA – Rete Elettrica Nazionale Società per Azioni, acted as Chairman and invited Ari Cesar
Paiva de Almeida to act as Secretary.
5.
AGENDA: To decide on: (i) the execution of a loan agreement between the Company and
its subsidiary ETEO – Empresa de Transmissão de Energia do Oeste S.A. (“ETEO”), an electricity
transmission public service concessionaire, in order to meet ETEO’s short-term cash needs; and (ii)
to approve the execution of a loan agreement between the Company and its subsidiary Brasnorte
Transmissora de Energia S.A., an electricity transmission public service concessionaire, in order to
meet Brasnorte’ short-term cash needs.
6.
RESOLUTIONS: Shareholders approved by a unanimous vote and without restrictions:
(i) the execution of a loan agreement between the Company and its subsidiary ETEO – Empresa de
Transmissão de Energia do Oeste S.A. (“ETEO”), an electricity transmission public service
concessionaire, in order to meet ETEO’s short-term cash needs: (a) Lender: Terna Participações
S.A.; (b) Borrower: ETEO – Empresa de Transmissão de Energia do Oeste S.A.; (c) Amount: up to
R$ 123,000,000.00 (one hundred twenty-three million Brazilian reais); (d) Maturity: up to 48
months; and (e) Interest: up to the CDI (interbank rate) + 5% p.a.; and
(ii) the execution of a loan agreement between the Company ans its subsidiary Brasnorte
Transmissora de Energia S.A., an electricity transmission public service concessionaire, in order to
meet Brasnorte’ short-term cash needs: (a) Lender: Terna Participações S.A.; (b) Borrower:
Brasnorte Transmissora de Energia S.A.; (c) Amount: up to R$ 45,000,000.00 (forty-five million
Brazilian reais); (d) Maturity: up to 48 months; and (e) Interest: up to the CDI (interbank rate) +
6.6% p.a.;
As a consequence of said approvals, the Company’s Executive Board is authorized to execute, as
soon as possible, the loan agreements under the conditions approved by the Company’s
shareholders. The Executive Board is authorized to negotiate and approve the other items in the
agreements, provided they are not opposed to the established conditions, as well as to take all the
necessary measures related to said operations.
7.
CLOSURE: There being no further issues to address, the meeting was adjourned for the
drawing up of these present minutes, which after having been read and found to be in compliance,
were signed by all members in attendance. Rio de Janeiro, February 10, 2009. (Chairman) Arnaldo
de Mesquita Bittencourt Neto; (Secretary) Ari Cesar Paiva de Almeida; Shareholders: Terna SpA p.
Arnaldo de Mesquita Bittencourt Neto; Merrill Lynch International Investment Funds; Mellon
Global Funds, PLC; Central States Southeast and Southwest Areas Pension Fund; Eaton Vance
Structured Emerging Markets Fund; Fidelity Advisor Series VIII: Latin America Fund; Fidelity
Latin America Fund; Ford Motor Company Defined Benefit Master Trust; Franklin Templeton
Investment Funds; Genesis Smaller Companies; London Borough of Southwark Pension Fund;
Merrill Lynch Latin America Fund Inc; Merrill Lynch Latin American Investment Trust PLC;
Newton Investment Management Nominees Limited; Norges Bank; NTGI – Quantitative
Management Collective Funds Trust; Public Employee Retirement System of Idaho; Royal Bank of
Scotland as Trustee for Newton Balanced Bridge Fund; Royal Bank of Scotland as Trustee for
Newton Bridge Fund; Royal Bank of Scotland as Trustee for Newton Discovery Fund; Royal Bank
of Scotland as Trustee for Newton Falcon Fund; Royal Bank of Scotland as Trustee for Newton Ilex
Fund; Royal Bank of Scotland as Trustee for Newton Merlin Fund; Royal Bank of Scotland as
Trustee for Newton Securities Fund; State Street Emerging Markets; The Master Trust Bank of
Japan, Ltd., as Trustee of BNY Mellon Global Higher Income Equity Mother Fund; The Master
Trust Bank of Japan, Ltd. RE: MTBC400035147; The Nomura Trust and Banking Co. Ltd. Re:
Fidelity Global Small Cap Mother Fund; The State Teachers Retirement System of Ohio;
TotalFinaElf United Kingdom Pension Plan; Wilmington Multi-Manager International Fund. p.
George Washington T. Marcelino.
This is a free translation of the minutes drawn up and filed in the Company’s Records.
.
Rio de Janeiro, February 10, 2009.
_________________________________
Ari Cesar Paiva de Almeida
Secretary