CEMIG DISTRIBUIÇÃO S/A
Listed company
CNPJ 06.981.180/0001-16
NIRE 3130002056-8
SUMMARY OF MINUTES OF THE 41ST MEETING OF THE BOARD OF DIRECTORS.
Date, time and place: November 30, 2006 at 11 a.m., at the company’s head office, Av.
Barbacena 1200, 17th Floor, A1 wing, Belo Horizonte, Minas Gerais,
Brazil.
Meeting committee:
Chairman:
Secretary:
Djalma Bastos de Morais;
Anamaria Pugedo Frade Barros.
Summary of proceedings:
I-
The Board approved:
a) payment to stockholders of Interest on Equity, on account of the minimum obligatory
dividend, in the amount of forty one million, nine hundred and sixty eight thousand
Reais, to be paid in two equal parts, by June 30 and December 30, 2007, to
stockholders whose names are on the Nominal Share Registry on November 30, 2006,
the Executive Board being responsible for obeying these periods and deciding the
locations and processes of payment; and
b) the Minutes of this meeting.
II -
The Board authorized:
a) Signing of the Contract for the Use of the Distribution System (CUSD), with Companhia
Vale do Rio Doce, Cemig Capim Branco Energia S.A., Comercial e Agrícola Paineiras
Ltda and Votorantim Metais Zinco S.A., with Cemig as consenting party, to take effect
as from signature for a period of five years, able to be automatically extended for a
further five years, and thereafter successively for the same period up to the termination
of the concession of Cemig D or of the Capim Branco Energia Consortium, with the
objective of establishing the conditions, procedures and responsibilities regulating the
use of the distribution system.
b) Signing of the Contract for Connection to the Distribution System (CCD) with the Capim
Branco Energia Consortium, with Cemig as consenting party, to take effect from
signature, for a period of five years, able to be automatically extended for a further five
years and successively for further periods up to the termination of the concession of
Cemig D or of the Capim Branco Energia Consortium, with the objective of establishing
the conditions, procedures and responsibilities which will regulate the connection to the
distribution system.
c) Signing of the individual Contract for Constitution of Guarantee to the CUSD, without
any financial burden on Cemig D, having as security the receivables of Cemig Capim
Branco Energia S.A., arising from its portion of the sale of electricity in the project, and
with Banco do Brasil S.A. as manager, to take effect from signature, remaining in effect
until settlement of the last invoices arising from Clause 7a of the CUSD, subject to the
period of validity of Clause 3a of that Contract.
d) Receipt of an amount for Capim Branco II, to be paid by Cemig Capim Branco Energia
S.A., pursuant to item 1.1.4 of the Letter Agreement of November 14, 2000.
e) Signing of the technical and financial cooperation agreement with the Minas Gerais
State planning and management department, the Minas Gerais State Transport and
Public Works Department, and the Minas Gerais State Highways Department, for
execution of works of illumination of the MG-10 and LMG-800 highways, linked to the
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brasil - Fax (0XX31)299-4691 - Tel.: (0XX31)32994524
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Linha Verde program, in the municipalities of Belo Horizonte, Vespasiano, Lagoa Santa
and Confins for a period of one year, the cost of which shall be entirely borne by funds
from the Minas Gerais State Transport and Public Works Department, with the
incorporation of the goods and installations to the company’s equity, as applicable, in
accordance with legislation from time to time in force.
f) Opening of Administrative Tender Proceedings, in the Competition Mode, and also the
contracting of corporate digital cellular phone services, in GSM/GPRS technology, in
voice and data mode, to meet the demands of Cemig D and Cemig GT, for a period of
24 months, able to be extended, on signature of amendments, for up to 36 months, with
a maximum limit of 60 months, the price of which shall be shared between those
companies.
g) Opening of Administrative Tender Proceedings, and also the contracting of three
advertising agencies for the provision of services of advertising, creation, production,
distribution, placement in media, supervision, evaluation and monitoring of promotional
advertising campaigns, events, disclosure materials and other services necessary for
corporate communication actions, for Cemig, Cemig GT, Cemig D and Gasmig, for a
period of 48 months, the price of which shall be shared between those companies.
h) Opening of Administrative Proceedings for exemption from tender, and contracting with
the company SAP Brasil Ltda., of the services of maintenance and support SAP R/3,
MYSAP, for the R/3 products, including the delivery of releases, versions, correction
levels and software correction packages, support by telephone, remote support/updating
and online software services of SAP, for a period of 24 months, with validation of actions
taken since April 1, 2006.
i) Opening of Administrative Tender Proceedings, and also contracting, for all the area of
operation of the Chief Distribution and Sales Officer’s Department, of services of
construction,
maintenance,
disconnection/reconnection
of
consumer
units,
installation/replacement of airborne service networks, tree pruning, services of mapping
and registry, planning of projects and topography, in an estimated total of 11 lots, for a
period of 36 months, able to be extended upon signing of amendments, for up to 24
months, with a maximum limit of 60 months; and
j) In the event of the Administrative Tender Proceeding mentioned in Clause “i” of item II
above not being successful, that is to say if a proposal with an amount less than or
equal to the amount set by the tender document is not obtained, opening of
Administrative Tender Proceedings, and the contracting of services of construction,
maintenance, disconnection/reconnection of consumer units, installation/replacement of
a local airborne service network, planning, topography, mapping and registry for all the
area of operation of the Chief Distribution and Sales Officer’s Department, in an
estimated total of 42 contracts, for a period of 12 months, able to be extended, upon
signature of amendments, for a further six months, with a maximum limit of 18 months.
III -
The following board members voted against the proposal to contract the services and
maintenance and support for the SAP R/3 and MYSAP products:
Andréa Paula Fernandes Pansa, Carlos Augusto Leite Brandão,
Evandro Veiga Negrão de Lima, Haroldo Guimarães Brasil and José
Augusto Pimentel Pessôa.
IV-
The following board members voted against the proposal to contract, jointly, the
services of construction, maintenance of distribution networks, connection/disconnection
of consumer units, installation/replacement of local airborne service networks, tree
pruning, mapping and registry, planning and topography, mentioned in sub-items “i” and “j”
of item II, above:
Andréa Paula Fernandes Pansa, Carlos Augusto Leite Brandão, Evandro
Veiga Negrão de Lima, Haroldo Guimarães Brasil, José Augusto Pimentel
Pessôa e Wilton de Medeiros Daher.
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brasil - Fax (0XX31)299-4691 - Tel.: (0XX31)32994524
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V-
The calendar for probable meetings of this Board for the year 2007 was decided.
VI-
The following spoke on general matters and business of interest to the company:
The Chairman;
Board Members:
Superintendent:
Andréa Paula Fernandes Pansa, Carlos Augusto Leite Brandão, Evandro
Veiga Negrão de Lima, Haroldo Guimarães Brasil, José Augusto Pimentel
Pessôa, Luiz Henrique de Castro Carvalho, Aécio Ferreira da Cunha e
Alexandre Heringer Lisboa.
José Aloíse Ragone Filho.
The following were present:
Board Members:
Djalma Bastos de Morais, Aécio Ferreira da Cunha, Andréa Paula
Fernandes Pansa, Alexandre Heringer Lisboa, Carlos Augusto Leite
Brandão, Evandro Veiga Negrão de Lima, Francelino Pereira dos Santos,
Haroldo Guimarães Brasil, José Augusto Pimentel Pessôa, Maria Estela
Kubitschek Lopes, Wilton de Medeiros Daher, Fernando Lage de Melo,
Guilherme Horta Gonçalves Júnior and Luiz Henrique de Castro Carvalho;
Audit board member: Aristóteles Luiz Menezes Vasconcellos Drummond.
Superintendent:
José Aloíse Ragone Filho;
Secretary:
Anamaria Pugedo Frade Barros.
Anamaria Pugedo Frade Barros
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brasil - Fax (0XX31)299-4691 - Tel.: (0XX31)32994524
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