energias do brasil
EDP – ENERGIAS DO BRASIL S.A.
Publicly-held Company
CNPJ/MF nº 03.983.431/0001 -03
NIRE 35.300.179.731
Call Notice - 27th Special Shareholders' Meeting
All Shareholders of EDP - Energias do Brasil S.A. are hereby given notice to attend the Company's 27th Special
Shareholders' Meeting which will be held at its corporate headquarters in the City of São Paulo, State of São
Paulo, at Rua Bandeira Paulista, no. 530, 1o andar, Itaim Bibi, CEP 04532-001, at 11 AM on July 17, 2008 to
decide on the agenda transcribed below and based on the following:
Relevant Event disclosed on June 18, 2008 through which the market was informed of the execution on that same
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date by EDP - Energias do Brasil S.A. ( Energias do Brasil or Company ), Rede Energia S.A. ( Rede Energia ),
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and Rede Power do Brasil S.A. ( Rede Power ) (Rede Energia, Rede Power and the other group companies are
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referred to herein as Grupo Rede ), of a Private Instrument for Permutation of Shares and other Covenants in
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connection with the transaction described as follows (the Agreement ), which specifies the terms and conditions for
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the transaction involving the irrevocable exchange of assets (the Transaction ), involving an exchange on the other
hand: by Energias do Brasil, of the entire equity interest held in Empresa Energética de Mato Grosso do Sul S.A. "
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Enersul ( Enersul ), a wholly-owned subsidiary of Energias do Brasil, and on the other: by Rede Energia of the
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equity interests held in the companies Rede Lajeado Energia S.A. ( Rede Lajeado ) and Investco S.A. ( Investco ),,
as well as by Rede Power of the respective equity interests held in the companies Rede Lajeado and Tocantins
Energia S.A.. Concluding the Transaction is subject to approval by Agência Nacional de Energia Elétrica - ANEEL
and Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and other measures of a corporate and
contractual resulting from the disposal of the controlling interests involved in the Transaction.
Agenda: To approve the Transaction as well as the appraisal reports for Rede Lajeado, Investco, and Enersul
prepared by BES Investimento do Brasil S.A. - Banco de Investimento, pursuant to article 256, Law no. 6404/1976,
as amended.
Should the Transaction be approved and concluded, the Company's shareholders shall be assured the following
rights:
(a)
preference in the acquisition of Enersul shares in proportion to the shares owned in the equity capital of
Energias do Brasil, pursuant to article 253, I, Law no 6464/76, as amended. In order to exercise this
preference, the parties shall apply the sum specified in the Agreement to their respective assets covered by
the Transaction, based on the appraisal reports prepared by BES Investimento do Brasil S.A. - Banco de
Investimento, made available to shareholders at Company, CVM, and Bovespa sites; and
(b)
the right of withdrawal by shareholders on June 18, 2008 (the date of the Agreement's effectiveness and of
disclosure of the Relevant Event) who may disagree with the resolution to approve the Transaction at the
Special Shareholders' Meeting, should it be approved. For payment purposes by the Company of the refund
of shares held by shareholders who may disagree with the resolution, the book value of the common shares
issued by the Company shall apply, made available to shareholders at the Company, CVM, and Bovespa
sites.
A 30-day term to express the right for preference in the acquisition of Enersul S.A. shares, and if applicable, to
exercise the right of recess due to the possible acquisition of Rede Lajeado's control by the Company, shall begin
as of the publication of the minutes of the Company's 27th Special Shareholders' Meeting, and the effectiveness of
the expression and the actual financial settlement shall occur only if and when the Transaction is concluded, which
fact will be disclosed by a Notice to Shareholders which will then be published.
Shareholders may be represented by attorneys-in-fact, and the powers of attorney should be submitted at
Company headquarters al least two days prior to holding of the Shareholders' Meeting. Shareholders, their legal
representative of attorney-in-fact should attend the Shareholders' Meeting with the appropriate documentation to
identify themselves, in addition to evidence issued by the depositary financial institution for their respective shares
or in safekeeping, pursuant to article 10 in the Company's By-laws.
The documents in connection with the topics listed in the above agenda were made available to shareholders for
examination at Company headquarters, and remitted to the São Paulo Stock Exchange pursuant to article 135, § 3
and 124, § 6, Law no. 6404/76, as amended.
São Paulo, June 30, 2008
António Luis Guerra Nunes Mexia
Chairman of the Board of Directors
energias do brasil
EDP – ENERGIAS DO BRASIL S.A.
Publicly-held Company
CNPJ/MF nº 03.983.431/0001-03
NIRE 35.300.179.731
Call Notice - 27th Special Shareholders' Meeting
All Shareholders of EDP - Energias do Brasil S.A. are hereby given notice to attend the Company's 27th Special
Shareholders' Meeting which will be held at its corporate headquarters in the City of São Paulo, State of São
Paulo, at Rua Bandeira Paulista, nº 530, 1º andar, Bairro Itaim Bibi, at 11 AM on July 17, 2008 to decide on
the agenda transcribed below and based on the following:
Relevant Event disclosed on June 18, 2008 through which the market was informed of the execution on that same
“
”
“
”
“
”
date by EDP - Energias do Brasil S.A. ( Energias do Brasil or Company ), Rede Energia S.A. ( Rede Energia ) ,
“
”
and Rede Power do Brasil S.A.(( Rede Power ) (Rede Energia, Rede Power and the other group companies are
“
”
referred to herein as Grupo Rede ),), of a Private Instrument for Permutation of Shares and other Covenants in
“
”
connection with the transaction described as follows (the Agreement ), which specifies the terms and conditions for
“
”
the transaction involving the irrevocable exchange of assets (the Transaction ), involving an exchange on the
other hand: by Energias do Brasil, of the entire equity interest held in Empresa Energética de Mato Grosso do Sul
“
”
S.A. - Enersul ( Enersul ), a wholly-owned subsidiary of Energias do Brasil, and on the other: by Rede Energia of
“
”
the equity interests held in the companies Rede Lajeado Energia S.A. ( Rede Lajeado ) and Investco S.A.
“
”
( Investco ), as well as by Rede Power of the respective equity interests held in the companies Rede Lajeado and
Tocantins Energia S.A.. Concluding the Transaction is subject to approval by Agência Nacional de Energia Elétrica
- ANEEL and Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and other measures of a
corporate and contractual resulting from the disposal of the controlling interests involved in the Transaction.
Agenda: To approve the Transaction as well as the appraisal reports for Rede Lajeado, Investco, and Enersul
prepared by BES Investimento do Brasil S.A. - Banco de Investimento, pursuant to article 256, Law no. 6404/1976,
as amended.
Should the Transaction be approved and concluded, the Company's shareholders shall be assured the following
rights:
(a)
preference in the acquisition of Enersul shares in proportion to the shares owned in the equity capital of
Energias do Brasil, pursuant to article 253, I, Law no 6464/76, as amended. In order to exercise this
preference, the parties shall apply the sum specified in the Agreement to their respective assets covered by
the Transaction, based on the appraisal reports prepared by BES Investimento do Brasil S.A. - Banco de
Investimento, made available to shareholders at Company, CVM, and Bovespa sites; and
(b)
the right of withdrawal by shareholders on June 18, 2008 (the date of the Agreement's effectiveness and of
disclosure of the Relevant Event) who may disagree with the resolution to approve the Transaction at the
Special Shareholders' Meeting, should it be approved. For payment purposes by the Company of the refund
of shares held by shareholders who may disagree with the resolution, the book value of the common shares
issued by the Company shall apply, made available to shareholders at the Company, CVM, and Bovespa
sites.
A 30-day term to express the right for preference in the acquisition of Enersul S.A. shares, and if applicable, to
exercise the right of recess due to the possible acquisition of Rede Lajeado's control by the Company, shall begin
as of the publication of the minutes of the Company's 27th Special Shareholders' Meeting, and the effectiveness of
the expression and the actual financial settlement shall occur only if and when the Transaction is concluded, which
fact will be disclosed by a Notice to Shareholders which will then be published.
Shareholders may be represented by attorneys-in-fact, and the powers of attorney should be submitted at
Company headquarters al least two days prior to holding of the Shareholders' Meeting. Shareholders, their legal
representative of attorney-in-fact should attend the Shareholders' Meeting with the appropriate documentation to
identify themselves, in addition to evidence issued by the depositary financial institution for their respective shares
or in safekeeping, pursuant to article 10 in the Company's By-laws.
The documents in connection with the topics listed in the above agenda were made available to shareholders for
examination at Company headquarters, and remitted to the São Paulo Stock Exchange pursuant to article 135, § 3
and 124, § 6, Law no. 6404/76, as amended.
São Paulo, June 30, 2008
António Luis Guerra Nunes Mexia
Chairman of the Board of Directors