CEMIG DISTRIBUIÇÃO S.A.
LISTED COMPANY
CNPJ 06.981.180/0001-16 – NIRE 31300020568
BOARD OF DIRECTORS
SUMMARY OF MINUTES
OF THE 145TH MEETING
Date, time and place: February 15, 2012 at 11 a.m. at the Company’s head office,
Av. Barbacena 1200, 17th Floor, A1 Wing, Belo Horizonte, Minas Gerais, Brazil.
Meeting Committee: Chair:
Dorothea Fonseca Furquim Werneck;
Secretary: Anamaria Pugedo Frade Barros.
Summary of proceedings:
I
Compliance: The Chairman asked the Board Members present whether any of them had conflict
of interest in relation to the matters on the agenda of this meeting, and all stated there was no such
conflict of interest, except in relation to the proposal for signature of an amendment to a financing
and payment support agreement with Eletrobras (Centrais Elétricas Brasileiras S.A.), in relation to
which the Board Members Eduardo Borges de Andrade, Paulo Roberto Reckziegel Guedes, Saulo
Alves Pereira Junior, Paulo Márcio de Oliveira Monteiro, Bruno Magalhães Menicucci, José
Augusto Gomes Campos and Tarcísio Augusto Carneiro declared themselves to have conflict of
interest.
II
Scrutiny: The Chair reported that the matters on the agenda had been examined by Committees of
the Board of Directors, and that those committees had recommended that they be approved.
III
The Board approved:
a) The Budget for 2012; and canceled and substituted Board Spending Decision (CRCA) 003/2012.
b) The minutes of this meeting.
IV
The Board authorized signature of the new contract with the Minas Gerais State Highways
Department (DER–MG) for execution of the services of removal and/or relocation of distribution
network on municipal highways included in the Proacesso Program and in the Multi-Year
Government Action Plan (PPAG), for a period of 18 months; and of Letter Agreements with DERMG, for performance of the said services of removal and/or relocation of Cemig’s distribution
network, included in the Proacesso program, with period for conclusion of the works of one
hundred fifty calendar days from the date of receipt of the Letter Agreements by the Company,
duly signed by the legal representative of DER–MG.
Av. Barbacena 1200
Santo Agostinho
30190-131 Belo Horizonte, MG
Brazil
Tel.: +55 31 3506-5024
Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
V
The Board ratified signature of the Third Amendment to Financing and Payment Support
Agreement with Eletrobras Nº ECFS-227/2008, to substitute Appendices I, II and III – respectively
entitled Physical Targets, Sources and Uses, and Physical/Financial Timetable, and alteration of
the following Clauses:
Clause Two – Amount and Purpose of the Financing: altering the amount of the financing;
Clause Four – Availability of the Financing: altering the total of credit made available; and
Clause Seven – Expiry of the Credit: extending the period of the financing.
VI
Conflict of interest: The Board Members Eduardo Borges de Andrade, Paulo Roberto Reckziegel
Guedes, Saulo Alves Pereira Junior, Paulo Márcio de Oliveira Monteiro, Bruno Magalhães
Menicucci, José Augusto Gomes Campos and Tarcísio Augusto Carneiro withdrew from the
meeting room at the time of discussion of the item relating to signature of an amendment to a
financing and payment support agreement with Eletrobras, referred to in Item V above, since they
believed that there was conflict of interest in relation to the matter, and returned only after the
decision on the matter had been taken by the other Board Members.
VII Discussion: Board Members spoke on general matters and business of interest to the Company.
The following were present:
Board members:
Dorothea Fonseca Furquim Werneck,
Djalma Bastos de Morais,
Antônio Adriano Silva,
Arcângelo Eustáquio Torres Queiroz,
Francelino Pereira dos Santos,
Eduardo Borges de Andrade,
Guy Maria Villela Paschoal,
Joaquim Francisco de Castro Neto,
João Camilo Penna,
Maria Estela Kubitschek Lopes,
Secretary:
Anamaria Pugedo Frade Barros.
Av. Barbacena 1200
Santo Agostinho
30190-131 Belo Horizonte, MG
Brazil
Paulo Roberto Reckziegel Guedes,
Saulo Alves Pereira Junior,
Paulo Márcio de Oliveira Monteiro,
Bruno Magalhães Menicucci,
Cezar Manoel de Medeiros,
Fernando Henrique Schüffner Neto,
Franklin Moreira Gonçalves,
José Augusto Gomes Campos,
Lauro Sérgio Vasconcelos David,
Paulo Sérgio Machado Ribeiro,
Tarcísio Augusto Carneiro;
Tel.: +55 31 3506-5024
Fax +55 31 3506-5025
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This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.