6-K
Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May, 2018

Commission File Number: 1-15224

 

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒                 Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐                No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

 

 

 

 

 


Table of Contents

INDEX

 

Item

 

Description of Items

1.  

SUMMARY OF MINUTES OF THE 715TH MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 24, 2017

2.  

SUMMARY OF MINUTES OF THE 699TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 28, 2018

3.  

SUMMARY OF THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON APRIL 23, 2018

4.  

NOTICE TO STOCKHOLDERS DATED APRIL  27, 2018 REGARDING THE CREDIT OF THE SUBSCRIBED SHARES RELATED TO THE CAPITAL INCREASE

5.  

NOTICE TO STOCKHOLDERS DATED APRIL  30, 2018 REGARDING THE DIVIDEND DISTRIBUTION FOR THE 2017 BUSINESS YEAR

6.  

MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS HELD ON APRIL 30, 2017

7.  

MARKET ANNOUNCEMENT DATED MAY  2, 2018 REGARDING FITCH RATINGS INCREASE OF CEMIG’S CREDIT RATE

8.  

SUMMARY OF MINUTES OF THE 732TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 2, 2018

9.  

MATERIAL ANNOUNCEMENT DATED MAY  4, 2018: RENOVA REFUSES CEMIG OFFER FOR INTEREST IN CHIPLEY/PCH

10.  

CONVOCATION AND PROPOSAL DATED MAY  8, 2018 TO THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JUNE 11, 2018

11.  

REMOTE VOTING FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JUNE 11, 2018

12.  

MARKET ANNOUNCEMENT DATED MAY 9, 2018 REGARDING THE FILLING OF THE 20-F FORM FOR 2017 WITH THE SEC AND THE CVM

13.  

MATERIAL ANNOUNCEMENT DATED MAY  10, 2018: RENOVA ENDS NEGOTIATIONS WITH BROOKFIELD

14.  

MARKET ANNOUNCEMENT DATED MAY 11, 2018: REPLY TO CVM INQUIRY LETTER 198/2018/CVM/SEP/GEA-1

15.  

MARKET ANNOUNCEMENT DATED MAY  15, 2018: CHANGES TO THE 2018 CORPORATE EVENTS CALENDAR

16.  

MATERIAL ANNOUNCEMENT DATED MAY  16, 2018: SALE OF ABSORBED ASSETS FROM CEMIGTELECOM

17.  

MATERIAL ANNOUNCEMENT DATED MAY  16, 2018: TAESA OFFER FOR INTEREST IN CENTROESTE DE MINAS

18.  

MATERIAL ANNOUNCEMENT DATED MAY  17, 2018: AGREEMENT TO END CROSS HOLDINGS IN CEARÁ WIND FARMS

19.  

MATERIAL ANNOUNCEMENT DATED MAY  23, 2018: PERIODIC TARIFF REVIEW (RTP) FOR CEMIG D

20.  

MARKET ANNOUNCEMENT DATED MAY  24, 2018: ITAÚ ASSET MANAGEMENT HOLDINGS SLIGHTLY BELOW 5% THRESHOLD

21.  

MARKET ANNOUNCEMENT DATED MAY 24, 2018: REPLY TO INQUIRY LETTER 1122/2018-SAE

22.  

SUMMARY OF MINUTES OF THE 734TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 24, 2018

23.  

MARKET ANNOUNCEMENT DATED MAY  25, 2018: DETAILS ON CEO LEAVE OF ABSENCE

24.  

MATERIAL ANNOUNCEMENT DATED MAY  25, 2018: ANNOUNCEMENT OF TENDER FOR TELECOM ASSETS

25.  

MARKET ANNOUNCEMENT: XXIII ANNUAL MEETING WITH THE CAPITAL MARKET

26.  

MARKET ANNOUNCEMENT: FIRST QUARTER OF 2018 RESULTS PRESENTATION SCHEDULE

27.  

FIRST QUARTER 2018 RESULTS IN PORTUGUESE

28.  

FIRST QUARTER 2018 RESULTS – EARNINGS RELEASE

29.  

PRESENTATION OF 2017 RESULTS

30.  

PRESENTATION OF FIRST QUARTER 2018 RESULTS


Table of Contents

 

FORWARD-LOOKING STATEMENTS

This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those risk factors set forth in our most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. CEMIG undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

 

 

 


Table of Contents

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

COMPANHIA ENERGÉTICA DE MINAS

GERAIS – CEMIG

By:   /S/    MAURÍCIO FERNANDES LEONARDO JÚNIOR         

Name:

Title:

 

Maurício Fernandes Leonardo Júnior

Chief Finance and Investor Relations Officer

Date: June 4, 2018

 

 

 


Table of Contents

 

 

SUMMARY OF MINUTES OF THE 715TH MEETING OF THE BOARD OF DIRECTORS HELD ON NOVEMBER 24, 2017

 

 

1


Table of Contents

LOGO

  

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

SUMMARY OF MINUTES

OF THE

715TH MEETING

 

Date, time and place:   November 24, 2017, at 9 a.m., at the Company’s head office, with participation also by telephone conference call.

 

Meeting Committee:   Chair:   José Afonso Bicalho Beltrão da Silva;
  Secretary:   Anamaria Pugedo Frade Barros.

Summary of proceedings:

 

I Conflict of interest: The board members listed below said they had no conflict of interest in the matters on the agenda of this meeting.

 

II The Board approved the minutes of this meeting.

 

III The Board oriented the members of the Board of Directors nominated by the Company in Light S.A., directly or through Rio Minas Energia Participações S.A. (RME) or Luce Empreendimentos e Participações S.A. (Lepsa), to vote in favor of acceptance, by Light Energia S.A., of Proposal BER RJ 1337/2017, of November 10, 2017, presented by Brookfield Energia Renovável S.A. (‘BER’), an indirect affiliate of Brookfield Asset Management, Inc. (‘Brookfield’), which is compatible with the results of the economic and financial valuation of Renova Energia S.A.

 

VI The Board re-ratified CRCA (Board Spending Decision) 033/2017, on provision by the Company of a Surety Guarantee to Cemig Geração e Transmissão S.A. (Cemig GT), with waiver of all benefits of order, and rights and options for exoneration, of any type, specified in Articles: 366; 827; 835; 837; 838 and 839, of Law 10406/2002, as amended, and Articles 794 of Law 13105/2015, as amended, for the issuance of debt securities in the international market (Eurobonds), the proceeds of which will be allocated to refinancing of Cemig GT’s financial obligations, among other associated matters, re-ratified by CRCA 045/2017 and by PD-112/2017, with the following alterations:

 

  a) to include in the conditions of the offer the requirement that if, by February 15, 2018 the re-profiling of the debts of Cemig GT and Cemig D with the principal creditor banks has not been put into effect in the terms of the accords signed on November 17, 2017, the interest rate will automatically be increased by 2% p.a. (“penalty interest”) during the period from February 15, 2018 to the date on which the re-profiling is implemented and made effective; and,

 

  b) to alter the obligation on Cemig not to distribute dividends above the legal minimum set in the by-laws (‘legal minimum’ to include minimum dividends accumulated and unpaid) while the ratio Net debt/Adjusted Ebitda for the covenant is above 2.5x, referred to as the ‘dividend maintenance covenant’, including the exception that accumulated unpaid legal minimum dividends shall be taken into account only if the Brazilian Securities Commission (CVM) notifies Cemig that such payment is required for the Company to be in compliance with Article 202, Paragraph 5, of Law 6404/1976.

– the other terms of the said CRCA remaining unchanged.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

2


Table of Contents

LOGO

  

 

 

 

 

V Abstention

The matter in Item IV, above, was approved with the abstention of the Board members

 

       Daniel Alves Ferreira        Marcelo Gasparino da Silva,
       José Pais Rangel,   and    Patricia Gracindo Marques de Assis Bentes.

 

VI Comment: The Chair spoke on a subject of interest to the Company.

Participants:

 

  Board members:   

José Afonso Bicalho Beltrão da Silva,

Marco Antônio de Rezende Teixeira,

Bernardo Afonso Salomão de Alvarenga,

Antônio Dirceu Araújo Xavier,

Arcângelo Eustáquio Torres Queiroz,

Helvécio Miranda Magalhães Junior,

Marcelo Gasparino da Silva,

Marco Antônio Soares da Cunha Castello Branco,

Patricia Gracindo Marques de Assis Bentes,

Nelson José Hubner Moreira,

  

José Pais Rangel,

Daniel Alves Ferreira,

Agostinho Faria Cardoso,

Aloísio Macário Ferreira de Souza,

Mr. Antônio Carlos de Andrada Tovar,

Geber Soares de Oliveira,

Luiz Guilherme Piva,

Otávio Silva Camargo,

Ricardo Wagner Righi de Toledo,

Wieland Silberschneider;

  Chief Officers:    José Maria Rabelo     
  Secretary:    Anamaria Pugedo Frade Barros.     

(Signed) Anamaria Pugedo Frade Barros

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

3


Table of Contents

 

SUMMARY OF MINUTES OF THE 699TH MEETING OF THE BOARD OF DIRECTORS HELD

ON MARCH 28, 2018

 

 

4


Table of Contents

LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

SUMMARY OF MINUTES

OF THE

699TH MEETING

 

Date, time and place:   July 17, 2017, at 10 a.m., at the head office, with participation also by telephone conference call.

 

Meeting Committee:   Chair:   José Afonso Bicalho Beltrão da Silva;
  Secretary:   Carlos Henrique Cordeiro Finholdt.

Summary of proceedings:

 

I. Conflict of interest: The board members listed below said they had no conflict of interest in the matters on the agenda of this meeting.

 

II. The Board approved:

 

  a) The proposal by the Chair, José Afonso Bicalho Beltrão da Silva, to elect, as Vice-Chair of this Board, to serve the rest of the remaining period of office,

 

 

Marco Antônio de Rezende Teixeira,

  

– Brazilian, married, lawyer, domiciled in Belo Horizonte, MG, at Rua Senhora das Graças 64/801, Cruzeiro, CEP 30310-130, bearer of Identity Card M611582-SSPMG and CPF nº 371515926-04,

and informed the meeting that Mr. Teixeira had declared – in advance – that he is not subject to any prohibition on exercise of commercial activity, does not occupy any post in a company which could be considered to be a competitor of the Company, and does not have nor represent any interest conflicting with that of Cemig; and had made a solemn commitment to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Professional Conduct of Cemig and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

  b) The minutes of this meeting.

 

III. The Board authorized:

 

  a) Periodic declaration by the Executive Board of Interest on Equity,

subject to the legal limit, which is – nine hundred fifty six million forty three thousand Reais, the Executive Board to decide the places and processes of payment and to allocate the amount of the Interest on Equity against the minimum mandatory dividend.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

5


Table of Contents

LOGO

 

 

 

 

  b) Increase in the share capital of

 

  Empresa Brasileira de Transmissão de Energia S.A. (EBTE),    by absorption of the amount arising from the tax benefit
  comprising reduction of income tax, the new share capital to be:    two hundred seventy
  million two hundredeight   

thousand, eight hundred nineteen Reais and 18 centavos,

without issuance of new shares,

and with the related adaptation of the head paragraph of Clause 5 of the by-laws of that company.

 

  c) Increase in the share capital of

Empresa Norte de Transmissão de Energia S.A. – ENTE, by absorption of the amount arising from the tax benefit comprising reduction of income tax, the new share capital

  to be:    two hundred seventy eight million fifty seven
     thousand three hundred eighty nine Reais and 78 centavos,

without issuance of new shares,

and with the related adaptation of the head paragraph of Clause 5 of the by-laws of that company.

 

  d) Increase in the share capital of

 

  Empresa Paraense de Transmissão de Energia S.A. (ETEP),    by absorption of the amount arising from the tax benefit
  comprising reduction of income tax, the new share capital to be    one hundred eleven
  million four hundred eighty   

one thousand two hundred sixty eight Reais and 31 centavos,

without issuance of new shares,

and with the related adaptation of the head paragraph of Clause 5 of the by-laws of that company.

 

  e) Increase in the share capital of

 

  Empresa Amazonense de Transmissão de Energia S.A. (EATE),    by absorption of the amount arising from the tax benefit
  comprising reduction of income tax, the new share capital to be    five hundred fifty nine
  million seven thousand   

seventy four Reais and 64 centavos,

without issuance of new shares,

and with the related adaptation of the head paragraph of Clause 5 of the by-laws of that company.

 

  f) Increase in the share capital of

Light Soluções em Eletricidade Ltda. (Light Soluções), in the amount of up to                     one billion Reais,

 

  through issue of up to    one million new shares,
  increasing the share capital to    two million three hundred fifty thousand
  Reais,   

subscribed and to be paid up by Light S.A. (‘Light’), and

alteration and consolidation of the by-laws with alteration of the head paragraph of Clause 5.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

6


Table of Contents

LOGO

 

 

 

 

  g) Reduction of the share capital of

Usina Termelétrica Barreiro S.A (UTE Barreiro), by                                         fourteen million Reais,

 

  reducing the share capital to   

sixteen million nine hundred two thousand one

hundred forty nine Reais and 99 centavos,

  by reduction of the number of nominal common shares without par value,
  from    thirty million nine hundred two thousand
  to    sixteen million nine hundred two thousand

with consequent alteration of the head paragraph of Clause 5 of the by-laws.

 

  h) Signature of the First Amendment to the Stockholders’ Agreement of

RME – Rio Minas Energia Participações S.A. (‘RME’) and the First Amendment to the Stockholders’ Agreement of

Luce Empreendimentos e Participações S.A. (Lepsa), to reflect granting of a new ‘exercise window’ and new date of partial maturity of the put option governing shares in Lepsa and RME; the final exercise date continuing to be November 23, 2017, with payment on November 30, 2017.

 

  i) Signature of amendments to the contracts, relating to the services referred to in Sub-clause ‘a’ of Item VII below, extending the period of duration to up to October 31, 2017, without any increase in the amount.

 

IV. The Board nominated the Chief Officers:

César Vaz de Melo Fernandes to be

 

  Chief Executive Officer of    Empresa de Serviços e Comercialização de Energia Elétrica S.A. (ESCEE),
  a Director of    Cemig Comercializadora de Energia Incentivada S.A. (CCEI), and a
  Director of    Cemig Trading S.A. (Cemig Trading);

Maura Galuppo Botelho Martins to be

 

  a Director of    ESCEE, CCEI, and Cemig Trading;

Franklin Moreira Gonçalves to be

 

  Chief Executive Officer of    CCEI,
  and a Director of    ESCEE; and

Dimas Costa to be

Chief Executive Officer of Cemig Trading,

  and a Director of    ESCEE, and CCEI;

– all to serve periods of office of three years, from the Annual General Meeting of 2017, or until their duly elected successors have been sworn in.

 

V. The Board oriented:

 

  a) the Board members appointed by the Company, in the meeting of the Board of Directors of Transmissora Aliança de Energia Elétrica S.A. (‘Taesa’)

on a date yet to be set, to vote in favor of orientation of vote in favor, by the representatives of Taesa in the forthcoming Extraordinary General Meeting of Stockholders of EBTE, on the said increase in share capital, and consequent adaptation of the head paragraph of Clause 5 of the by-laws;

 

  b) the Board members appointed by the Company, in the meeting of the Board of Directors of Taesa on a date yet to be set, to vote in favor of orientation of vote in favor, by the representatives of Taesa in the forthcoming EGM of ENTE, on the said increase in the share capital, and consequent adaptation of the head paragraph of Clause 5 of the by-laws;

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

7


Table of Contents

LOGO

 

 

 

 

  c) the Board members appointed by the Company, in the meeting of the Board of Directors of Taesa on a date yet to be set, to vote in favor of orientation of vote in favor, by the representatives of Taesa in the forthcoming EGM of ETEP, on the said increase in the share capital, and consequent adaptation of the head paragraph of Clause 5 of the by-laws;

 

  d) the Board members appointed by the Company, in the meeting of the Board of Directors of Taesa on a date yet to be set, to vote in favor of orientation of vote in favor, by the representatives of Taesa, in the forthcoming EGM of EATE, on the said increase in the share capital, and consequent adaptation of the head paragraph of Clause 5 of the By-laws;

 

  e) the Board members nominated by the Company, directly or by RME and/or Lepsa, in the meeting of the Board of Directors of Light, to vote in favor of:

– approval of the said increase in the share capital;

– injection of funds by Light into Light Soluções of up to one million Reais, and

– consequent alteration and consolidation of the by-laws of Light Soluções;

 

  f) the representatives of the Company in the EGM of UTE Barreiro to vote in favor of the said reduction of the share capital and the consequent alteration in the drafting of the by-laws;

 

  g) the representative(s) of the Company to vote in favor of the agenda, in the meetings of the Boards of Directors and EGMs of Lepsa and RME, to approve the said signature of the said Stockholders’ Agreements, and ratification of the contracting of the legal advisers

– Stocche, Forbes, Padis, Filizzola, Clapis Advogados,

– Pinheiro Neto Advogados,

– Machado Meyer Sendacz Opice and

– Machado Associados;

 

  h) the Board members nominated by the Company in Light, directly or through RME and/or Lepsa, to vote in favor of acceptance, by Light Energia S.A. (Light Energia) and by Renova Energia S.A. (Renova), of the non-binding offer made by Brookfield Energia Renovável S.A. (BER).

 

VI. The Board ratified:

 

  a) Nomination of the Chief Officer César Vaz de Melo Fernandes, as Sitting member of the Board of Directors of RME and Lepsa, to serve a period of office of one year, or until his duly elected successor is sworn in.

 

  b) The vote by the Board members appointed by the Company, directly or through RME and/or Lepsa, in the meeting of the Board of Directors of Light, on ratification of:

 

  1) Orientation of vote in favor by members of the Board of Directors nominated by Light, in the meeting of the Board of Directors of Amazônia, on ratification of the orientation of vote in favor by the representatives of that company, in the 38th Extraordinary General Meeting of Stockholders of Norte Energia S.A. (‘Nesa’), on the capital increase to take place in July 2017,

 

     by up to   one hundred million Reais,
     corresponding to   one hundred million

nominal common shares without par value,

  at unit price of   one Real,

and consequent alteration of Article 5 of the by-laws.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

8


Table of Contents

LOGO

  

 

 

 

 

  2) Orientation of vote in favor, by the representatives of Light in the meeting of the Board of Directors of Amazônia, on approval of the increase in the share capital of Amazônia

 

  by up to   nine million seven hundred and seventy thousand Reais

and the consequent changes in its by-laws and their consolidation.

  3) Increase in the share capital of Amazônia,

 

  by up to   nine million, seven hundred and seventy thousand Reais,
  through issuance of up to   four million eight hundred eight five thousand

nominal common shares without par value,

  for issue price per share of   one Real,
  and up to   four million, eight hundred eighty five thousand

nominal preferred shares without par value,

for issue price per share of one Real,

and consequent subscription and paying up of the total of the shares issued, in proportion to the participation of each one of the stockholders in the share capital of that company, and alteration of the head paragraph of Clause 5 of the by-laws, and their consolidation.

  4) Due to Nesa’s need for funds, injection of capital in cash into Amazônia,

 

  of up to   two million, four hundred ninety one thousand, three hundred fifty Reais,

corresponding to the 25.5% equity interest held by Light in Amazônia.

 

  5) Orientation of vote in favor by the representatives of Light in the meeting of the Board of Directors of Amazônia on the election to the Board of Directors of Nesa of the candidates proposed by Companhia Hidrelétrica do São Francisco – Chesf, to serve the remainder of the period of office of two years or until duly elected successor/s have been sworn in; and election to the Audit Board of Nesa, nominated by Aliança Norte Energia Participações S.A. (‘Aliança Norte’), to serve a period of office of one year or until a duly elected successor is sworn in.

 

  c) Orientation to the members of the Board of Directors nominated by the Company in the meeting of the Board of Directors of Taesa, to vote in favor of:
  acquisition of a 51% equity interest in Integração Transmissora de Energia S.A. (Intesa), held by Fundo de Investimentos em Participação Brasil Energia (FIP Brasil).

 

VII. The Board re-ratified:

 

  a) CRCA-048/2017, governing contracting of services of law offices, to work on litigation in the areas of tax, real estate, employment and social security law; consumer regulations, regulatory and environment matters; third party liability; administrative law; and actions for collection, extending, exceptionally, the period of duration to October 31, 2017,

– the other terms of that CRCA being unchanged;

 

  b) CRCA-052/2017, to exclude authorization for signature of the Second Amendment to the Stockholders’ Agreement of RME, and of the Second Amendment to the Stockholders’ Agreement of Lepsa, and orientation to the representatives of the Company to vote in the EGMS of those companies, on approval of signature of the said Stockholders’ Agreements and on ratification of the contracting of the legal advisers Stocche, Forbes, Padis, Filizzola, Clapis Advogados, Pinheiro Neto Advogados and Machado Meyer Sendacz Opice,

– the other provisions of that CRCA remaining unchanged.

 

VIII. Abstention:

The Board member Ms. Patricia Gracindo Marques de Assis Bentes abstained from voting on:

– the matters referred to in items III and IV, above; and

Sub-clauses ‘a’ to ‘f’ of Item V, above.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

9


Table of Contents

LOGO

 

 

 

 

IX. Comments: The following spoke on subjects of interest to the Company:

 

  The Chair;     
  Chief Officer:   

Adézio de Almeida Lima

  General Manager:   

Leonardo George Magalhães.

The following were present:

 

    Board members:   

José Afonso Bicalho Beltrão da Silva,

Bernardo Afonso Salomão de Alvarenga,

Antônio Dirceu Araújo Xavier,

Arcângelo Eustáquio Torres Queiroz,

Bruno Magalhães Menicucci,

Helvécio Miranda Magalhães Junior,

José Pais Rangel,

Marcelo Gasparino da Silva,

Marco Antônio de Rezende Teixeira,

Nelson José Hubner Moreira,

Patrícia Gracindo Marques de Assis Bentes,

  

Saulo Alves Pereira Junior,

Carolina Alvim Guedes Alcoforado,

Marina Rosenthal Rocha,

Ricardo Wagner Righi de Toledo,

Agostinho Faria Cardoso,

Aloísio Macário Ferreira de Souza,

Antônio Carlos de Andrada Tovar,

Franklin Moreira Gonçalves,

Luiz Guilherme Piva,

Otávio Silva Camargo,

Tarcísio Augusto Carneiro,

Wieland Silberschneider;

    Chief Officers:   

Adézio de Almeida Lima, Dimas Costa,

José de Araújo Lins Neto,

  

Luciano de Araújo Ferraz,

Maura Galuppo Botelho Martins,

Ronaldo Gomes de Abreu;

    Secretary:   

Carlos Henrique Cordeiro Finholdt

    

(Signed by:) Carlos Henrique Cordeiro Finholdt.

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

10


Table of Contents

 

SUMMARY OF THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON APRIL 23, 2018

 

 

11


Table of Contents

LOGO

  

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 — NIRE 31300040127

MINUTES

OF THE

EXTRAORDINARY

GENERAL MEETING OF STOCKHOLDERS

HELD ON

APRIL 23, 2018

On the twenty-third day of April two thousand and eighteen, at 3 p.m. at the Company’s head office, Av. Barbacena 1200, 21st Floor, Santo Agostinho, Belo Horizonte, Minas Gerais, Brazil, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais – Cemig met in Extraordinary General Meeting, on first convocation, as verified in the Stockholders’ Attendance Book, where all placed their signatures and made the required statements.

The stockholder The State of Minas Gerais was represented by Mr. Rodrigo Peres de Lima Netto, Procurator of the State of Minas Gerais, for the office of the Advocate-general of the State, in accordance with the legislation. The Audit Board member Mr. Marcos Túlio de Melo was also present.

Initially, Ms. Anamaria Pugedo Frade Barros, General Manager of Cemig’s Corporate Executive Office, stated that there was a quorum for an Extraordinary General Meeting of Stockholders, and that the stockholders present should choose the Chair of this Meeting, in accordance with Clause 10 of the Company’s by-laws.

Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of Luciano de Araújo Ferraz, representative of the stockholder Carlos Henrique Cordeiro Finholdt, to chair the Meeting. The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and approved unanimously.

The Chair then declared the Meeting open, and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the meeting, asking me to read the convocation notice, published on March 24, 27, 28 and 29 of this year, in Minas Gerais, official publication of the Powers of the State, on pages 25, 70, 101 and 104 respectively, and in the newspaper O Tempo, on March 23, 24 and 25, on pages 29, 20 and 23, respectively.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

12


Table of Contents

LOGO

  

 

 

 

 

The content of the convocation notice is as follows:

“COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 – NIRE 31300040127

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

CONVOCATION

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on April 23, 2018 at 3 p.m., at the Company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on the following matter:

 

Verification and approval of increase in the Company’s share capital,
– to   seven billion two hundred ninety three million seven hundred sixty three thousand five Reais,
 
through issue and subscription of
  one hundred ninety nine million nine hundred ten thousand nine hundred forty seven
new shares, of which   sixty six million eight hundred forty nine thousand five hundred five
are common shares and   one hundred thirty three million sixty one thousand four hundred forty two
are preferred shares;

 

and consequent alteration of the head paragraph of Clause 4 of the by-laws.

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the precepts of Article 126 of Law 6406 of 1976, and of the sole paragraph of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by April 20,2018, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Office (Superintendência da Secretaria Geral) at Av. Barbacena 1200 – 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais, Brazil.

Belo Horizonte, March 22, 2018 – José Afonso Bicalho Beltrão da Silva, Chair of the Board of Directors”

The Chair then asked me to read the Proposal by the Board of Directors to this Meeting, and the opinion of the Audit Board on it. The contents of these documents are as follows:

“PROPOSAL

BY THE BOARD OF DIRECTORS TO THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 23, 2018 AT 3 P.M.

Dear Stockholders:

The Board of Directors of Companhia Energética de Minas Gerais – Cemig, in light of the following information and analysis –

Information:

 

  a) On October 26, 2017 an Extraordinary General Meeting of stockholders decided to increase the Company’s share capital by up to one billion Reais, through issue of up to two hundred million new shares.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

13


Table of Contents

LOGO

  

 

 

 

 

 

  b) The Company’s share capital is R$ 6,294,208,270.00 (six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais), represented by 420,764,708 (four hundred twenty million seven hundred sixty four thousand seven hundred eight) nominal, common shares each with par value of R$ 5.00 and 838,076,946 (eight hundred thirty eight million seventy six thousand nine hundred forty six) nominal preferred shares, each with par value of R$ 5.00.

 

  c) The right to vote in a decision related to the Company’s share capital is reserved exclusively to the common shares, and each share has the right to one vote in decisions of the general meeting of stockholders.

 

  d) The preferred shares have right of preference in the event of reimbursement of shares and shall have the right to a minimum annual dividend of the greater of:

10% (ten percent) of their nominal value, or

3% (three percent) of the value of the stockholders’ equity corresponding to the shares.

 

  e) The common shares and the preferred shares have equal rights to distribution of bonuses.

 

  f) Stockholders have right of preference in subscription of capital increases and issues of the Company’s securities, in accordance with the legislation.

 

  g) Decision on any change in the company’s share capital, and consequent change to the by-laws, is a function of the General Meeting of Stockholders.

 

  h) The capital increase now in progress has the merit of providing the Company with a more robust capital structure, making it possible to reduce financial expenses associated with new financing transactions, and to reduce its financial leverage.

 

  i) The issue price has been set in accordance with the criteria established in Sub-item III of § 1 of Article 170 of Law 6404 of December 15, 1976 as amended, which is based on the weighted average market price of the preferred shares on the São Paulo securities exchange (B3 S.A.) in the period May 4, 2017 to August 31, 2017 (120 days), applying a discount of 20% on R$ 8.22 (eight Reais and twenty two centavos), which is the weighted average quoted price for the preferred shares on the B3 in that period, which results in a price of price per share of R$ 6.57 (six Reais and fifty seven centavos) per share.

 

  j) The discount is justified by the volatility of the Brazilian stock market, and aims to stimulate minority shareholders to take up their rights to the subscription – avoiding any possibility that the capital increase might become impracticable in a situation of price depression or high volatility of the stock market during the subscription preference period.

 

  k) From the economic point of view the discount was practically neutral, since the stockholders were able to subscribe the issue or sell their first refusal right. The practical effect is of dividing the same group of assets between a larger number of shares, causing no adverse effect for the Company, nor for its stockholders, nor for the market, which adjusts automatically.

 

  l) Existing stockholders were given first refusal right to subscribe the new shares in proportion to those they held at that time.

 

  m) The shares subscribed had full rights to all the benefits, including dividends and/or Interest on Equity, to be declared by the Company.

 

  n) With the new share subscription of R$ 999,554,735.00 (nine hundred ninety nine million five hundred fifty four thousand seven hundred thirty five Reais), the share capital of the company will increase from R$ 6,294,208,270.00 (six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais), to R$ 7,293,763,005.00 (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais).

 

  o) This capital increase will provide for subscription of 199,910,947 (one hundred ninety nine million nine hundred ten thousand, nine hundred forty seven) new shares, each with par value of R$ 5.00 (five Reais), of these, 66,849,505 (sixty six million eight hundred forty nine thousand five hundred five) common shares and 133,061,442 (one hundred thirty three million sixty one thousand four hundred forty two) preferred shares, at the price of R$ 6.57 (six Reais and fifty seven centavos) per share.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

14


Table of Contents

LOGO

  

 

 

 

 

 

  p) The capital increase will enable the Company to obtain proceeds of a minimum of R$1,313,414,921.79 (one billion three hundred thirteen million four hundred fourteen thousand nine hundred twenty one Reais and seventy nine centavos). Any amount that exceeds R$ 999,554,735.00 (nine hundred ninety nine million five hundred fifty four thousand seven hundred thirty five Reais) will be allocated to the Capital reserve account.

 

  q) The potential dilution resulting from the issue, for those stockholders who did not subscribe to the issue, was 13.704239283% for the common shares and for the preferred shares.

 

  r) The Company’s stockholders were able to exercise their preference right to subscription in the period from October 30, 2017 to November 29, 2017, in the proportion of 15.887624200% in relation to the shares of the same type that they hold at the close of October 26, 2017, the date of the Extraordinary General Meeting of Stockholders that decided on that subject.

 

  s) Stockholders not wishing to exercise their rights of first refusal for the subscription had the opportunity to assign those rights or trade them on a securities exchange.

 

  t) Stockholders who opted to subscribe shares that were not subscribed in these initial stages (‘the Leftover Shares’) were able to subscribe them, at the same price and on the same conditions, exclusively on the following dates:

1st apportionment:     December 5–7, 2017, in proportion to shares subscribed in the preference period; and

2nd apportionment:    December 14–28, 2017, in proportion to shares subscribed in the preference period.

 

  u) The shares subscribed were paid up simultaneously with their subscription, in cash, and represent an entry of capital into the Company’s cash position, totaling R$1,215,453.26 (one billion two hundred fifteen million two hundred twenty three thousand four hundred fifty-three Reais and twenty six centavos).

 

  v) The Leftover Shares were equivalent by volume to 7.48% of the issue.

Analysis:

 

  a) The shares not subscribed, after the two periods of apportionment initially provided for, are to be sold on a stock exchange to the benefit of the Company, which is optional under Sub-clause ‘b’ of § 7 of Article 171 of Law 6404/1976, transcribed below:

 

  “§7 In a listed company, the body that decides on an issue by private subscription shall decide on leftover shares not subscribed, and may:

 

  a) order them to be sold on a stock exchange, to the Company’s benefit; or

 

  b) share them out, in the proportion of the amounts subscribed, among the stockholders that have requested a reservation of leftover shares, in the subscription bulletin or list; in this event, the condition shall be stated in the subscription bulletins or lists and the balance thus not shared out shall be sold on the stock exchange, in accordance with the prior sub-clause.”

 

  b) Sale of Leftovers in a volume higher than 5% of the issue and less than 1/3 of the shares in circulation on stock exchanges is characterized as a primary public offering of shares and must be preceded by a simplified application for registry to the CVM, under § 1 of Article 6 of CVM Instruction 400.

 

  c) The CVM has up to 20 (twenty) business days from the filing of the request for registry to make statement on the request, and registry shall be obtained automatically if the CVM does not make statement in that period, as per Article 8 of CVM Instruction 400.

 

  d) However, Sub-item II of Article 5 of that instruction states that registry will automatically be dispensed with, without the need for formulation of the Request specified in Article 4, in the event of a public offering for distribution of a single, indivisible, lot of securities.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

15


Table of Contents

LOGO

  

 

 

 

 

 

  e) In this context, and considering the interest of the Company in confirming and ratifying the capital increase as soon as possible, it becomes important to sell all the common and preferred shares not prescribed, in a single and indivisible lot – by a Special Auction on the Stock Exchange (B3) (‘the Auction’).

 

  f) The CVM, by Formal Letter 48/20l8/CVM/SEP/GEA-3, of March 12, 2018, has verified that there is no obstacle to the format of the auction in a single indivisible lot, under the terms of Sub-item II of Article 5 of CVM Instruction 400.

 

  g) The shares not subscribed, that is to say 13,129,679 (thirteen million one hundred twenty nine thousand six hundred seventy nine) common shares and 1,815,750 (one million eight hundred fifteen thousand seven hundred fifty) preferred shares, to be sold on the B3, to the benefit of the Company, are likely to provide an additional inflow of cash to the Company of at least R$ 98,191,468.53 (ninety eight million one hundred ninety one thousand four hundred sixty eight Reais and fifty three centavos).

 

  h) The sale of the Leftover Shares, by the Auction, must follow the rules specified in the Operational Procedures Manual and Regulations of the B3. The minimum price per share must necessarily be R$6.57 (six Reais and fifty seven centavos), that is to say the same price set at the time of the approval of the Company’s capital increase.

 

  i) A securities broker authorized to operate on the B3 must represent the Company in the Auction. Investors who wish to take part in the Auction must find a broker to represent them.

 

  j) The small volume of shares that it is intended to sell by Auction (equal to 7.48% of the issue, 2.77% of the voting stock, 0.19% of the non-voting stock and 1.04% of the total capital) should not influence the market price of Cemig’s shares, since the amount is little above the average daily trading volume of the Company’s shares (R$ 83 million) on the B3 in the last 60 (sixty) days.

 

  k) The shares offered in the Auction will be represented by subscription receipts up to the time of verification and ratification of the capital increase by the General Meeting of Stockholders.

 

  l) During the Auction, third party vendors will not be allow to enter the trading; only purchasers bidding for the entire single lot offered will be allowed to operate.

 

  m) The Company intends to sell the shares not yet subscribed in a single indivisible lot, by Auction, by March 19, 2018.

 

  n) After financial settlement of the Auction, which will take place on the third business day after it is held, the brokerage company shall transfer the proceeds of the sale, net of charges, to a current account in the name of Cemig; and

 

  o) Within up to 4 (four) business days after the date of the Extraordinary General Meeting of Stockholders to be called for the purpose of confirming and approving the said capital increase, the Company will announce the date for credit of the shares subscribed.

– do now propose to you as follows:

 

I Verification and approval of increase in the Company’s share capital, from R$ 6,294,208,270.00 (six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais), to R$ 7,293,763,005.00 (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais), through issue and subscription of 199,910,947 (one hundred ninety nine million nine hundred ten thousand nine hundred forty seven) new shares, each with par value of R$ 5.00 (five Reais), comprising 66,849,505 (sixty six million eight hundred forty nine thousand five hundred five) common shares and 133,061,442 (one hundred thirty three million sixty one thousand four hundred forty two) preferred shares.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

16


Table of Contents

LOGO

  

 

 

 

 

 

II Approval of the consequent alteration of the head paragraph of Clause 4 of the by-laws, which shall now have the following drafting:

“Clause 4    The Company’s share capital is R$ 7,293,763,005.00 (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais), represented by:

 

  a) 487,614,213 (four hundred eighty seven million six hundred fourteen thousand two hundred thirteen) nominal common shares, each with par value of R$ 5.00;

 

  b) 971,138,388 (nine hundred seventy one million one hundred thirty eight thousand three hundred eighty eight) nominal preferred shares, each with par value of R$ 5.00.”

As can be seen, the objective of this proposal is to meet the legitimate interests of the stockholders and of the Company, and for this reason it is the hope of the Board of Directors that it will be approved.

a)    Belo Horizonte, March 22, 2018.

 

José Afonso Bicalho Beltrão da Silva

Marco Antônio de Rezende Teixeira

Bernardo Afonso Salomão de Alvarenga

Antônio Dirceu Araújo Xavier

Arcângelo Eustáquio Torres Queiroz

Arlindo Magno de Oliveira

Helvécio Miranda Magalhães Junior

  

Carlos Eduardo Lessa Brandão

Hermes Jorge Chipp

José Pais Rangel

Marcelo Gasparino da Silva

Marco Antônio Soares da Cunha Castello Branco

Nelson José Hubner Moreira

Patrícia Gracindo Marques de Assis Bentes”.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

17


Table of Contents

LOGO

  

 

 

 

 

“OPINION OF THE AUDIT BOARD

The undersigned members of the Audit Board of Companhia Energética de Minas Gerais – Cemig, in performance of their functions under the law and under the by-laws, have examined the Proposal made by the Board of Directors to the Extraordinary General Meeting of Stockholders to be held on April 23, 2018, for the following:

Verification and approval of increase in the Company’s share capital,

 

from      R$ 6,294,208,270.00      (six billion two hundred ninety four million, two hundred eight thousand two hundred seventy Reais)
to      R$ 7,293,763,005.00      (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais),
through issue of      199,910,947      (one hundred ninety nine million nine hundred ten thousand, nine hundred forty seven) new shares,
each with nominal value of      R$ 5.00      (five Reais);
of these,      66,849,505      (sixty six million eight hundred forty nine thousand five hundred five) to be common shares
and      133.061.442      (one hundred thirty three million sixty one thousand four hundred forty two) to be preferred shares;

with consequent alteration of the head paragraph of Clause 4 of the by-laws, to the following:

 

  “Clause  4 The Company’s share capital is R$ 7,293,763,005.00 (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais), represented by:

 

  a) 487,614,213 (four hundred eighty seven million six hundred fourteen thousand two hundred thirteen) nominal common shares, each with par value of R$ 5.00;

 

  b) 971,138,388 (nine hundred seventy one million one hundred thirty eight thousand three hundred eighty eight) nominal preferred shares, each with par value of R$ 5.00.”

The Board has carefully analyzed the said proposal and found that it has the merit of providing the Company with a more robust capital structure, making it possible to reduce financial expenses associated with new financing transactions, and to reduce its financial leverage; and considering also that the legal rules relating to the subject have been obeyed, the Board is unanimously of the opinion that the proposal should be approved by the Extraordinary General Meeting.

Belo Horizonte, March 22, 2018.

Edson Moura Soares,                 Camila Nunes da Cunha Pereira Paulino,                Manuel Jeremias Leite Caldas,

Rodrigo de Mesquita Pereira,    Marco Antônio Badaró Bianchini.”

The proposal by the Board of Directors to this Meeting was put to debate, and subsequently to a vote, and was approved unanimously.

There being no further business, the Chair opened the meeting to the floor, and since no-one wished to make any statement, ordered the meeting suspended for the time necessary for production of the minutes.

The session being reopened, the Chair, after putting the said minutes to debate and to the vote and verifying that they had been approved and signed, closed the meeting.

For the record, I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and sign them together with all those present.

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

18


Table of Contents

 

NOTICE TO STOCKHOLDERS DATED APRIL 27, 2018 REGARDING THE CREDIT OF THE SUBSCRIBED SHARES RELATED TO THE CAPITAL INCREASE

 

 

19


Table of Contents

LOGO

  

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

NOTICE TO STOCKHOLDERS

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG hereby advises stockholders and the market that the shares subscribed in the Company in the capital increase, approved by the Extraordinary General Meeting of Stockholders of April 23, 2018, have been credited on today’s date.

Belo Horizonte, April 27, 2018

Maurício Fernandes Leonardo Júnior

Chief Finance and Investor Relations Officer

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

20


Table of Contents

 

NOTICE TO STOCKHOLDERS DATED APRIL 30, 2018 REGARDING THE DIVIDEND DISTRIBUTION FOR THE 2017 BUSINESS YEAR

 

 

21


Table of Contents

LOGO

  

 

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64

NOTICE TO STOCKHOLDERS

Dividends – decisions of AGM of April 30, 2018

We hereby advise our stockholders that the Ordinary and Extraordinary General Meetings of Stockholders held, concurrently, on April 30, 2018 decided as follows:

 

(i) DIVIDENDS:

 

  i) The Net profit for the business year 2017, of R$ 1,000,954,000, and the balance of Retained earnings, of R$ 46,981,000, is allocated as follows:

 

  a) R$ 485,569,000 – equal to R$ 0.500288822 per share – to payment of the minimum mandatory dividend to the holders of preferred shares whose names are on the Company’s Nominal Share Registry on the date of the AGM (April 30, 2018); and

 

  b) R$ 14,908,000 – equal to R$ 0.030572902 per share – to payment of the minimum mandatory dividend to the holders of common shares whose names are on the Company’s Nominal Share Registry on the date of the AGM (April 30, 2018).

 

  ii) The shares will trade ‘ex–’ these rights on May 2, 2018.

 

  iii) The dividends will be paid in a single installment, by December 30, 2018. This date may be brought forward, in accordance with availability of cash and at the option of the Executive Board.

For stockholders whose shares are not held for custody by CBLC and whose registration details are not up to date, we recommend visiting any branch of Banco Itaú Unibanco S.A. (the Institution which administers Cemig’s Nominal Share Registry System), with their identification documents, for the necessary updating.

Belo Horizonte, April 30, 2018.

Maurício Fernandes Leonardo Júnior

Chief Finance and Investor Relations Officer

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

22


Table of Contents

 

MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS HELD ON APRIL 30, 2017

 

 

23


Table of Contents

LOGO

  

 

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 – NIRE 31300040127

MINUTES

OF THE

ANNUAL AND EXTRAORDINARY

GENERAL MEETINGS OF STOCKHOLDERS

HELD ON

APRIL 30, 2018

On the thirtieth day of April two thousand and eighteen, at 11 a.m. at the Company’s head office, Av. Barbacena 1200, Belo Horizonte, Minas Gerais, Brazil, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas GeraisCemig met in Ordinary and Extraordinary General Meeting, on first convocation, as verified in the Stockholders’ Attendance Book, where all placed their signatures and made the required statements.

The stockholder The State of Minas Gerais was represented by Mr. Rodrigo Peres de Lima Netto, Procurator of the State of Minas Gerais, for the office of the Advocate-general of the State, in accordance with the legislation. Also present were the member of the Audit Board Mr. Marcos Túlio de Melo; Ernst & Young Auditores Independentes S.S. (‘EY’), represented by Mr. Leonardo Júnio Vilaça, CRC MG-078933/O; and the Chief Finance and Investor Relations Officer, Mr. Maurício Fernandes Leonardo Júnior.

Initially, Ms. Anamaria Pugedo Frade Barros, General Manager of Cemig’s Corporate Executive Office, stated that there was a quorum for an Ordinary (Annual) and an Extraordinary General Meeting of Stockholders, and that the stockholders present should choose the Chair of this Meeting, in accordance with Clause 10 of the Company’s by-laws.

Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of the stockholder Luciano de Araújo Ferraz, representative of the stockholder Carlos Henrique Cordeiro Finholdt, to chair the meeting. The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and approved unanimously, that is to say by:

        377,324,266    votes.

The Chair then declared the Meeting open, and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the meeting, asking me to read the convocation notice, published on March 29 and April 3 and 4 of this year, in Minas Gerais, official publication of the Powers of the State, on pages 104, 22 and 25, respectively, and in the newspaper O Tempo, on March 29, 30 and 31, on pages 38, 25 and 19, respectively.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

24


Table of Contents

LOGO

  

 

 

 

 

The content of the convocation notice is as follows:

“ COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 – NIRE 31300040127

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS

CONVOCATION

Stockholders are hereby called to Ordinary (Annual) and Extraordinary General Meetings of Stockholders of Companhia Energética de Minas Gerais – Cemig, to be held, concurrently, on April 30, 2018 at 11 a.m., at the Company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

1 Examination, discussion and voting on the Report of Management and Financial Statements for the year ended December 31, 2017, and related complementary documents. (AGM – ON Shares)

 

2 Allocation of the Net profit for the business year 2017, in the amount of R$ 1,000,954,000, and the balance of Retained earnings, of R$ 46,981,000. (AGM – ON Shares)

 

3 Decision on the form and date of payment of the minimum mandatory dividend, in the amount of R$ 500,477,000. (AGM – ON Shares)

 

4 Election of the sitting and substitute members of the Board of Directors, due to the completion of the current period of office. (AGM – ON and PN shares)

 

5 Election of the sitting and substitute members of the Audit Board, due to completion of their period of office. (AGM – ON and PN shares)

 

6 Decision on remuneration of Managers and members of the Audit Board. (AGM – ON Shares)

 

7 Orientation of votes of the Company’s representative(s) at the Ordinary (Annual) and Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A. to be held, concurrently, on April 30, 2018 at 1 p.m. (EGM – ON Shares)

 

8 Orientation of votes of the Company’s representative(s) in the Ordinary (Annual) and Extraordinary General Meetings of Stockholders of Cemig Geração e Transmissão S.A., to be held, concurrently, on April 30, 2018 at 5 p.m. (EGM – ON Shares)

Notes:

 

(1) Under Article 3 of CVM Instruction 165 of December 11, 1991, as amended by CVM Instruction 282 of June 26, 1998 and later amendments, adoption of the multiple voting system for election of members of the Company’s Board of Directors requires the vote of stockholders representing a minimum of 5% (five per cent) of the voting stock.

 

(2) Any stockholder wishing to do so may exercise the right to vote using the remote voting system, under CVM Instruction 481/09, by sending the corresponding Remote Voting Statement (Boletim de Voto à Distância, or BVD), through the stockholder’s custodian institution or mandated bank, or directly to the Company.

 

(3) Any stockholder wishing to be represented by proxy at the General Meetings of Stockholders should obey the precepts of Article 126 of Law 6406 of 1976, and of the sole paragraph of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by April 26, 2018, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Office (Superintendência da Secretaria Geral) at Av. Barbacena 1200 – 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais.

Belo Horizonte, March 28, 2018.

(Signed)            José Afonso Bicalho Beltrão da Silva

                           Chair of the Board of Directors ”

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

25


Table of Contents

LOGO

  

 

 

 

 

The representative of the stockholder The State of Minas Gerais stated that the Office of the General Attorney of the State, as formal representative of the controlling stockholder, would make a statement of position to these Meetings in the terms of Official Letter AGE/GAB/ASSGAB Nº 93/2018 and Technical Note SCGP/DCGR Nº 13/2018, and immediately make a copy of those documents available.

Then, in compliance with CVM Instruction 481/2009, the Chair asked the Secretary to read the consolidated voting summary spreadsheet of the votes given by Remote Voting Forms, published to the Market on April 26 of this year, which had been placed at the disposal of stockholders for any consultation.

The Chair then, in accordance with Item 1 of the agenda, placed in debate the Report of Management and the Financial Statements for the year ended December 31, 2017, and the related complementary documents, noting that these had been widely published in the press, since they were placed at the disposal of all stockholders by notice inserted published on March 29 and April 3 and 4 of this year, in Minas Gerais, official publication of the Powers of the State, on pages 104, 22 and 26, respectively, and in the newspaper O Tempo, on March 29, 30 and 31, on pages 35, 25 and 19, respectively, and republished in the same two publications on April 21 of this year, in Minas Gerais on pages 49 to 83, Supplement 1, and in O Tempo on pages 2 to 35, in the Balanço Supplement.

The Chair then put to the vote the Report of Management and the Financial Statements for the year ended December 31, 2017, and the related complementary documents, and they were approved by majority, without any reservations, with the exception of: (i) the stockholder BNDES Participações S.A. (BNDESPar), which abstained from voting, and (ii) one person legally impeded, the voting being:

 

 

376,739,612

  votes in favor,  
 

200

  votes against, and  
 

584,454

  votes of abstention.  

The representative of the stockholder BNDESPar, although approving the proposal, presented reservations in relation to the amount included as gains (losses) by the equity method in the investee Renova Energia S.A. (‘Renova’), recommending to the Company to pay full regard to the investigations in progress in its investees, to undertake proper analysis of and to reflect properly in its accounts and financial statements any effects resulting from conclusion of those investigations, and also to seek and cause its investees to seek reimbursement of any damages caused by third parties should any be proven.

The Chair then asked the Secretary to read the Proposal by the Board of Directors, which deals with items 2, 3, 7 and 8 of the agenda, and also to read the Opinion of the Audit Board thereon. The contents of these documents are as follows:

“ PROPOSAL

BY THE BOARD OF DIRECTORS TO THE

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS

TO BE HELD ON APRIL 30, 2018

Dear Stockholders:

The Board of Directors of Companhia Energética de Minas Gerais—Cemig:

– whereas:

 

  a) under Article 192 of Law 6404/1976, as amended, and Clauses 27 to 31 of the by-laws, and in view of the Financial Statements for 2017, which report Net profit of R$ 1,000,954,000 and a balance of Retained earnings of R$ 46,981,000, arising from realization of the Reserve for Valuation adjustments to Stockholders’ equity, it is the duty of the Board of Directors to make a proposal to the Annual General Meeting for allocation of the Company’s net profit;

 

  b) of the net profit for the business year, under Clause 29 of the by-laws 50% is to be distributed as the mandatory minimum dividend;

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

26


Table of Contents

LOGO

 

 

 

 

 

  c) the preferred shares have preference in the event of reimbursement of capital and participate in profits on the same conditions as the common shares; and under Article 5 of the by-laws have the right to a minimum annual dividend equal to the greater of:
  (a) 10% (ten per cent) of their nominal value, and
  (b) 3% (three percent) of the value of the stockholders’ equity corresponding to the shares;

 

  d) in the capital increase approved by the EGM of October 26, 2017 it was decided that the shares to be subscribed would have full rights to all benefits including any dividends or Interest on Equity that may be declared by the Company; the calculations of the minimum dividends proposed for distribution to the stockholders take into account full subscription of all of the new preferred shares originating from the capital increase, to be calculated finally at the time of the EGM called for ratification of that capital increase;

 

  e) using the above criterion, the preferred shares are entitled to a minimum dividend of R$ 485,569,000;

 

  f) dividends are required to be distributed in the following order:
  1) the minimum annual dividend guaranteed to the preferred shares; and
  2) the dividend for the common shares, up to a percentage equal to that guaranteed to the preferred shares, as per Clause 29 of the by-laws;

 

  g) Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. are wholly-owned subsidiaries of Companhia Energética de Minas Gerais – Cemig and will both also hold Ordinary and Extraordinary General Meetings of Stockholders on April 30, 2018;

 

  h) orientation of votes to be cast by representatives of Cemig in General Meetings of Stockholders of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. is governed by Clause 21, §4, Sub-clause ‘g’ of the by-laws of Cemig:

“ Clause 21 –

 

  §4 The following matters shall require a decision by the Executive Board:
  g) approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, of the statements of vote in the General Meetings of the wholly-owned and other subsidiaries, affiliated companies and in the consortia in which the Company participates, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the competency to decide on these matters shall be that of the General Meeting of Stockholders, and decisions must obey the provisions of these by-laws, the decisions of the Board of Directors, the Long-term Strategic Plan and the Multi-year Strategic Implementation Plan; ”;

– do now propose to you as follows:

I) that the net profit for 2017, in the amount of R$ 1,000,954,000, and the balance of Retained earnings, of R$ 46,981,000, should be allocated as follows:

 

  a) R$ 485,569,000   to payment of the mandatory minimum dividend to holders of preferred shares whose names are on the Company’s Nominal Share registry on the date on which the Ordinary (Annual) General Meeting is held;
  b) R$ 14,908,000   to payment of the mandatory minimum dividend to holders of common shares whose names are on the Company’s Nominal Share registry on the date on which the Ordinary (Annual) General Meeting is held;
  c) R$ 546,746,000   to be held in Stockholders’ equity in the Retained earnings reserve, to guarantee the Company’s consolidated investments planned for the 2018 business year, in accordance with a capital budget; and
  d) R$ 712,000   to be held in Stockholders’ equity in the Tax incentives reserve, in reference to the tax incentive amounts obtained in 2017 as a result of the investments made in the region of Sudene (the Development Authority for the Northeast).

The payment of dividends will be made in a single tranche by December 30, 2018. The payment may be brought forward depending on availability of cash and at the discretion of the Executive Board.

Appendix I to this proposal is a demonstration of the calculation of the proposed dividends, and Appendix II states the capital budget.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

27


Table of Contents

LOGO

  

 

 

 

 

 

II) That the representative(s) of the Company in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A., to be held on April 30, 2018, should vote in favor of the agenda.

As can be seen, the objective of this proposal is to meet the legitimate interests of the stockholders and of the Company, and for this reason it is the hope of the Board of Directors that it will be approved.

I- Belo Horizonte, March 28, 2018.

 

José Afonso Bicalho Beltrão da Silva

   Marco Antônio de Rezende Teixeira

José Pais Rangel

   Antônio Dirceu Araújo Xavier

Marcelo Gasparino da Silva

   Arcângelo Eustáquio Torres Queiroz

Nelson José Hubner Moreira

   Arlindo Magno de Oliveira

Agostinho Faria Cardoso

  

Daniel Alves Ferreira

Ricardo Wagner Righi de Toledo

  

Helvécio Miranda Magalhães Junior

PROPOSAL BY THE BOARD OF DIRECTORS TO THE ANNUAL GENERAL MEETING TO BE HELD BY APRIL 30, 2018 FOR ALLOCATION OF THE NET PROFIT FOR THE YEAR 2017

STATEMENT OF CALCULATION OF PROPOSED DIVIDENDS

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

Calculation of the minimum dividends proposed for distribution to shareholders for the year:

 

R$ ’000

   Holding
company
    Holding
company
 
     2017     2016  

Calculation of Minimum Dividends required by the by-laws for the preferred shares

    

Nominal value of the preferred shares already paid up

     4,190,385       4,190,385  

Nominal value of the preferred shares to be capitalized

     665,307       —    
  

 

 

   

 

 

 
     4,855,692     4,190,385  
  

 

 

   

 

 

 

Percentage applied to the nominal value of the preferred shares

     10.00     10.00
  

 

 

   

 

 

 

Amount of the dividends by the First payment criterion

     485,569       419,039  

Stockholders’ equity

     14,325,986       12,930,281  

Preferred shares as a percentage of Equity (net of shares held in Treasury)

     66.58     66.58
  

 

 

   

 

 

 

Portion of Equity represented by the preferred shares

     9,538,241       8,608,981  
  

 

 

   

 

 

 

Percentage applied to the portion of Equity represented by the shares

     3.00     3.00
  

 

 

   

 

 

 

Amount of the dividends by the Second payment criterion

     286,147       258,269  
  

 

 

   

 

 

 
    
  

 

 

   

 

 

 

Minimum Dividends required by the By-laws for the preferred shares

     485,569       419,039  
  

 

 

   

 

 

 

Calculation of the minimum dividend under the by-laws based on the net profit for the period

 

 

Mandatory dividend

    

Net profit for the year

     1,000,954       334,334  

Mandatory dividend – 50% of net profit

     500,477       167,167  

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

28


Table of Contents

LOGO

 

 

 

 

Calculation of dividends to be distributed

   Holding
company
 
   2017  

Additional dividends to ensure the minimum payment for the preferred shares

     485,569  

Dividends remaining for payment of the common shares

     14,908  
  

 

 

 
     500,477  

Unit value of dividends – R$

  

Minimum dividends required by the by-laws for the preferred shares

     0.50  

Dividends for the common shares

     0.03  

CAPITAL BUDGET

PROPOSAL BY MANAGEMENT TO THE ORDINARY ANNUAL GENERAL MEETING OF STOCKHOLDERS TO BE HELD BY APRIL 30, 2018

In accordance with Article 196 of the Corporate Law and Article 25, §1, Sub-item IV of CVM Instruction 480, we submit, for analysis, and approval of its submission to the Annual General Meeting of Stockholders to be held by April 30, 2018, the proposal for Consolidated Capital Budget for the year 2018, in thousands of Reais:

 

Investments planned for 2018

   R$ ’000  

The Distribution Development Plan (PDD)

     1,051,699  

Electricity generation system

     158,132  

Electricity transmission system

     142,164  

Injection of capital into subsidiaries and affiliates

     167,164  

Infrastructure and other

     95,561  
  

 

 

 
     1,472,556  

Leonardo George de Magalhães – Controller – CR”

– and :

“OPINION OF THE AUDIT BOARD

The undersigned members of the Audit Board of Companhia Energética de Minas Gerais – Cemig, in the performance of their duties under the law and under the by-laws, have examined the Proposal by the Board of Directors to the Ordinary and Extraordinary General Meetings of Stockholders to be held by April 30, 2018, that the net profit for 2017, in the amount of R$ 1,000,954,000, and the balance of Retained earnings, of R$ 46,981,000, should be allocated as follows:

 

  a) R$ 485,569,000 to be allocated to payment of the minimum mandatory dividend to holders of preferred shares whose names are in the Company’s Nominal Share Registry on the date of the AGM;

 

  b) R$ 14,908,000 to payment of the minimum mandatory dividend to holders of common shares whose names are in the Company’s Nominal Share Registry on the date of the AGM;

 

  c) R$ 546,746,000 to be held in Stockholders’ equity in the Retained earnings reserve, to provide funding for the Company’s planned investments for 2018, in accordance with a capital budget; and

 

  d) R$ 712,000 to be held in Stockholders’ equity in the Tax incentives reserve, for tax incentive gains obtained in 2017 as a result of investments in the region of Sudene;

– the payment of dividends to be made in a single tranche by December 30, 2018, and able to be brought forward depending on availability of cash and at the discretion of the Executive Board.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

29


Table of Contents

LOGO

  

 

 

 

 

The members of the Audit Board, after carefully analyzing the said proposal and further taking into account that the applicable rules have been complied with, are of the opinion that the proposal should be approved by the said General Meetings.

Belo Horizonte, March 28, 2018.

Signed:                Edson Moura Soares                       Camila Nunes da Cunha Pereira Paulino

                             Manuel Jeremias Leite Caldas        Rodrigo de Mesquita Pereira ”

The Chair then placed the said Proposal by the Board of Directors in debate.

Asking for the floor, the stockholder Leonardo George de Magalhães proposed an adjustment to the proposal, to:

 

  change the amount of Retained earnings proposed to be used in the allocation of profits for 2017,

from                R$ 46,981,000

to                    R$ 28,242,000,

and the amount to be held in Stockholders’ Equity in the Retained earnings account,

from                R$ 546,746,000

to                     R$ 528,007,000.

The Proposal by the Board of Directors to these Meetings was put to the vote with the alteration proposed by the stockholder Leonardo George Magalhães, and was approved by a majority of votes, as follows:

 

 

in relation to Item 2 of the Convocation:

     290,331,800      votes in favor,
         200      votes against, and
         86,992,266      votes of abstention;

 

 

in relation to Item 3 of the Convocation:

     280,061,474      votes in favor,
         54,343,192      votes against, and
         42,919,600      votes of abstention;

 

 

in relation to Item 7 of the Convocation:

     335,123,509      votes in favor,
         200      votes against, and
         42,200,557      votes of abstention;

 

 

and in relation to Item 8 of the Convocation:

     333,370,888      votes in favor,
         200      votes against, and
         43,953,178      votes of abstention.

The representative of the stockholder BNDESPar abstained from voting on Item 2 of the Convocation, in view of the amendment to the proposal for allocation of Retained earnings at this meeting, not being presented in good time for it to be analyzed.

The stockholder BNDESPar also recommended to the Company that it should prepare and publish its dividend policy, in the terms of Article 8, V, of Law 13303/2016 and Clause 11 of the by-laws, to clarify, in advance, all the rules that should guide and orient the proposal by Management for distribution of these corporate payments.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

30


Table of Contents

LOGO

  

 

 

 

 

Continuing, and in relation to Item 3 of the Convocation, it voted against the proposal, on the grounds of its understanding that there had been violation of the provision in Clause 13 of the by-laws.

Continuing, in relation to Item 7 of the Convocation, the representative of the stockholder BNDESPar voted in favor of the said proposal, with the proviso that it approved this part of the proposal presuming, in good faith, that all the nominations of members to be elected to the Board of Directors and the Audit Board of Cemig had been made while obeying the requirements and prohibitions imposed by Law 13303/2016 and Law 6404/1976, and the position statements by the CVM (Securities Commission) on the subject, such that no liability may be imputed to BNDESPar in the event of any case of non-compliance not now presented becoming known at a later date.

Finally, in relation to Item 8 of the Convocation, it voted in favor of the proposal, with reservations in relation to the amounts included as equity gains (losses) in the investee Renova, indicating that the representative of the Company in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig GT should make recommendation to that Company to pay full regard to the investigations in progress in its investees, to undertake proper analysis of and to reflect properly in its accounts and financial statements any effects resulting from conclusion of those investigations, and also to seek and cause its investees to seek reimbursement of any damages caused by third parties should any be proven.

The representative of the stockholder BNDESPar further stated that its approval of this matter is based on its presuming, in good faith, that all the nominations of members to be elected to the Board of Directors and the Audit Board of Cemig had been made while obeying the requirements and prohibitions imposed by Law 13303/2016 and Law 6404/1976, and the position statements by the CVM (Securities Commission) on the subject, such that no liability may be imputed to BNDESPar in the event of any case of non-compliance not now presented becoming known at a later date.

Continuing with the agenda, the Chair reported, in relation to Item 4 of the Convocation, that the period of office of the present members of the Board of Directors ended with this meeting: thus a new election to that Board should be held, with a period of office of 2 (two) years, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 2020, as per the head paragraph of Clause 12 of the by-laws.

The Chair reported that adoption of the Multiple Vote had been requested by the stockholder Fundo de Investimentos em Ações Dinâmica Energia (FIA Dinâmica), as per letters in the Company’s possession.

Asking for the floor, the representative of the stockholder BNDESPar presented a statement to the Chair of the Meeting Committee, to the effect that BNDESPar judged it to be appropriate to reduce to eleven the number of the members of the Board of Directors to be elected at this moment, considering the provision in Article 13 of Law 13303/2016, when taken together with Articles 21, I, and 63 of Minas Gerais State Decree 47154/2017.

The Chair then, with the consent of the other stockholders present, stated that the election would take place for eleven vacancies on the Board of Directors, and not fifteen as stated in the by-laws.

The Chair then said that of the eleven seats to be filled, one would be occupied by a representative of the employees, as per Article 19 of the Law 13303/2016; and another would be filled, during this meeting, by representatives of holders of preferred shares.

That is to say that the rest, a total of nine vacancies, would be filled by adoption of the multiple vote; and he said 37,732,427 shares were necessary for the election of each member of the Board of Directors.

Finally, the Chair pointed out that it will be necessary first, in view of Clause 12 of the by-laws, to elect the sitting member and his respective substitute member put forward by representatives of the holders of the preferred shares, and only then to apply the instrument of Multiple Vote to fill the remaining vacancies on the Board of Directors.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

31


Table of Contents

LOGO

  

 

 

 

 

Asking for the floor, Mr. Daniel Alves Ferreira, representative of various holders of preferred shares, put forward the following names as candidates for seats on the Board of Directors:

Sitting member:

 

 

Marcelo Gasparino da Silva

  

 

– Brazilian, married, lawyer, domiciled in Florianópolis, Santa Catarina State, at Rua Esteves Júnior 605/1411, Centro, CEP 88015-130, bearer of Identity Card 2302967, issued by the Santa Catarina State Public Safety Department, and CPF 807383469-34;

 

– and as his substitute member:

 

 

Aloísio Macário Ferreira de Souza

  

 

– Brazilian, married, accountant, domiciled in Rio de Janeiro, Rio de Janeiro State, at Rua Homem de Melo 315/101, Tijuca, CEP 20510-180, bearer of Identity Card 04565759-0, issued by the Rio de Janeiro State Traffic Department, and CPF 540678557-53.

 

The above nominations were put to debate, and, subsequently, to the vote, separately, with voting only by holders of preferred shares, and approved by a majority of votes:

 

  

325,283,042

  votes in favor,   
  

31,565,698

  votes of abstention; and   
  

9,943,379

  votes against   

The representative of the stockholder BNDESPar then, as per the voting spreadsheet, made priority allocation of its common shares up to obtaining the number sufficient for election of Ms.

 

 

Patricia Gracindo Marques de Assis Bentes

  

 

– Brazilian, divorced, company manager, domiciled in Rio de Janeiro, RJ, at Rua Ministro Ramos Monteiro 37/701b, Leblon, CEP 22430-100, bearer of Identity Card 59879098-6, issued by the Public Safety Department of São Paulo State, and CPF nº 810318827-15;

 

her substitute member to be elected at a later date.

Then, Mr. Daniel Alves Ferreira, as per the voting spreadsheet, and attributing common shares totaling 38,084,257, elected the following names as members of the Board of Directors:

– as sitting member:

 

 

José Pais Rangel

  

 

– Brazilian, married, lawyer, domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Presidente Vargas 463/13º andar, Centro, CEP 20071-003, bearer of Identity Card No. 22191 issued by the Brazilian Bar association of Rio de Janeiro, and CPF 239775667-68;

 

– and as his substitute member:

 

 

José João Abdalla Filho

  

 

–Brazilian, single, banker, domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Presidente Vargas 463, 13th floor, Centro, CEP 20071-003, bearer of Identity Card 1439471, issued by the Public Safety Department of São Paulo State, and CPF 245730788-00.

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

32


Table of Contents

LOGO

  

 

 

 

 

The representative of the stockholder The State of Minas Gerais, as per the voting spreadsheet, then attributed – per sitting member – 41,414,837 shares, to complement the Board of Directors, electing the following:

Sitting members:

 

Adézio de Almeida Lima   

 

– Brazilian, married, economist, domiciled in Brasília, Federal District, at SQN 311, Bloco F, apto. 102, Asa Norte, CEP 70765-100, bearer of Identity Card 2514340, issued by the Public Safety Department of the Federal District, and CPF 342530507-78;

 

Marco Antonio Soares da Cunha Castello Branco   

 

– Brazilian, married, engineer, domiciled in Belo Horizonte, MG, at Rua Pium-I 1601/401, Cruzeiro, CEP 30310-080, bearer of Identity Card M753845, issued by the Minas Gerais State Public Safety Department, and CPF 371150576-72;

 

Antônio Carlos de Andrada Tovar   

 

– Brazilian, married, engineer, domiciled in Belo Horizonte, Minas Gerais, at Av. Barbacena 1200, 17th floor, Santo Agostinho, CEP 30190-131, bearer of Identity Card 09505528-1, issued by the Felix Pacheco Institute, and CPF 074171737-99;

 

Bernardo Afonso Salomão de Alvarenga   

 

– Brazilian, married, engineer, domiciled in Belo Horizonte, MG, at Rua Pium-I 1601/401, Cruzeiro, CEP 30310-080, bearer of Identity Card M753845, issued by the Minas Gerais State Public Safety Department, and CPF 371150576-72;

 

Luiz Guilherme Piva   

 

– Brazilian, married, engineer, domiciled in Belo Horizonte, MG, at Rua Professor Estevão Pinto 555/404, Serra, CEP 30220-060, bearer of Identity Card MG2084020, issued by the State Public Safety Department of Minas Gerais State, and CPF 454442936-68; and

 

Marco Aurélio Crocco Afonso   

 

– Brazilian, in stable union, economist, domiciled in Belo Horizonte, MG, at Rua Cristina 303/301, Sion, CEP 30310-800, bearer of Identity Card M1624401, issued by Minas Gerais Public Safety Department, and CPF 382386166-20; and

 

– and to be substitute members:

 

Nelson José Hubner Moreira   

 

– Brazilian, married, engineer, domiciled in Brasília, Federal District, at AOS 2, Bloco G, Ap. 203, CEP 70660-027, bearer of Identity Card 1413159, issued by the Félix Pacheco Institute of the State of Rio de Janeiro, and CPF nº 443875207-87; and

 

Hermes Jorge Chipp   

 

– Brazilian, married, engineer, domiciled in Rio de Janeiro, RJ, at Rua Souza Lima 158/1001, Copacabana, CEP 22081-010, bearer of Identity Card 2187859-0, issued by Detran/RJ, and CPF 233128907-72; and

 

Agostinho Faria Cardoso   

 

– Brazilian, married, engineer, domiciled in Belo Horizonte, MG, at Rua Pium-I 1601/401, Cruzeiro, CEP 30310-080, bearer of Identity Card M753845, issued by the Minas Gerais State Public Safety Department, and CPF 371150576-72;

 

explaining that the other substitute members will be elected at a later date.

Continuing with the business of the meeting, and due to there being one seat vacant, the Chair commented that Law 6404/1976 is omiss on the manner of decision in relation to the leftover balance of shares that took part in the composition of the Board of Directors through adoption of the multiple vote.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

33


Table of Contents

LOGO

  

 

 

 

 

Thus, and since the by-laws also do not present a rule for distribution of the remaining shares, the holders of voting shares present decided, as a criterion for filling the last seat on the Board of Directors resulting from the distribution of shares by the multiple vote, at this time:

 

to adopt use of the largest proportion of the leftover amount relating to the distribution of the eight prior seats, without prejudice to the Company subsequently consulting the CVM on the subject of the application of Article 141 of Law 6404/1976, in the case of a seat remaining vacant after voting by the multiple vote system with a leftover amount of shares.

As candidate for the said seat on the Board of Directors: Mr.

 

Daniel Alves Ferreira   

 

– Brazilian, married, lawyer, domiciled in São Paulo, SP, at Rua Marquês de Paranaguá 348/10th floor, Consolação, CEP 01303-905, bearer of Identity Card 10933833, issued by São Paulo State Public Safety Department, and CPF 205862458-04; and

 

nominated himself as sitting Member, and as his substitute member, Mr.

 

Manoel Eduardo Lima Lopes   

 

– Brazilian, married, lawyer and accountant, domiciled in Rio de Janeiro, RJ, at Av. Presidente Vargas 463/13th Floor, Centro, CEP 20071-003, bearer of Identity Card 1767127, issued by Félix Pacheco Institute of Rio de Janeiro State, and CPF 046227237-00

 

The representative of the stockholder BNDESPar put forward, as sitting member, Mr.

 

Carlos Eduardo Lessa Brandão   

 

– Brazilian, divorced, engineer, domiciled in São Paulo, SP, at Av. José Galante 290/181, Vila Suzana, CEP 05642-000, bearer of Identity Card 3951096 issued by the Felix Pacheco Institute of Rio de Janeiro and CPF 797788527-15;

 

explaining that his substitute member would be nominated at a later date.

The representative of the stockholder The State of Minas Gerais then nominated, in the event that his leftover shares prevail, the moving of Mr. Nelson José Hubner Moreira, described above, as sitting member, without his substitute being appointed at this time;

and stating that in this event a new substitute member for the sitting member Mr. Adézio de Almeida Lima would not be nominated.

The Chair then stated that the nominations of Mr. Daniel Alves Ferreira had won, since they had the highest proportion of leftover shares.

Continuing, he stated that the vacancy for representative of the employees will await compliance with the criteria for that election, in the terms of Law 13303/2016.

Finalizing, he said that the Company will consult the CVM for a clear definition of the criterion to be adopted in the event of shares being left over after adoption of the multiple vote, with a possible adjustment in the composition of this Board by a General Meeting of Stockholders which would decide on change in the competition of the Board.

The Chair explained that, for the purposes of recomposition of the Board of Directors, a total of 876,340 shares were not taken into account, since they represented: (i) votes against, (ii) abstentions and (iii) shares used previously in separate voting, while the matter in question deals with attribution of shares to candidates to the Board of Directors.

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

34


Table of Contents

LOGO

 

 

 

 

 

The Board members elected declared – in advance – that they are not subject to any prohibition on exercise of commercial activity, that they do not occupy any post in a company which could be considered to be a competitor of the Company, and that they do not have nor represent any interest conflicting with that of Cemig; and they made a solemn commitment to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Professional Conduct of Companhia Energética de Minas Gerais – Cemig, and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

The Chair then stated that, as a result of the new composition of the Board of Directors of this Company, and in accordance with Article 11 § 1 and the Head Paragraph of Clause 12 of the by-laws of Cemig, and also Clause 8, sole sub-paragraph of the by-laws of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. there is a need to alter the composition of the boards of directors of those two wholly-owned subsidiaries, since the structure and composition of the Boards of Directors of those Companies are required to be identical to those of Cemig.

Continuing with the agenda, the Chair informed the meeting that the period of office of the members of the Audit Board ended with this present meeting, and that a new election should thus be held for that Board, for a period of office of (one) year, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 2018.

The Chair said that this election would be carried out with separate voting, in the case of candidates indicated by holders of preferred shares and by minority stockholders of common shares.

The Chair thus placed the election of the sitting and substitute members of the Audit Board in debate.

Asking for the floor, Mr. Daniel Alves Ferreira, as representative of holders of preferred shares, put forward the following names as members of the Audit Board:

–     as sitting member:

 

 

Rodrigo de Mesquita Pereira

  

 

– Brazilian, married, lawyer, domiciled in São Paulo, SP, at Rua Marquês de Paranaguá 348/10th floor, Consolação, CEP 01303-905, bearer of Identity Card 10933833, issued by São Paulo State Public Safety Department, and CPF 205862458-04; and

 

–     and as his substitute member:

 

 

Michele da Silva Gonsales

  

 

– Brazilian, married, lawyer, domiciled in São Paulo, SP, at Rua Sabará 402/42, Higienópolis, CEP 01239-010, bearer of Identity Card 33347425-9, issued by the São Paulo State Public Safety Department, and CPF 324731878-00. xx

 

The Chair placed the above nominations in debate, and, subsequently, put them to a vote – separately, i.e. with only holders of the preferred shares participating – and they were approved by a majority of votes.

 

     325,283,042      votes in favor,   
     9,943,379      votes against, and   
     31,565,698      votes of abstention;   

Asking for the floor, Mr. Daniel Alves Ferreira, for the minority of common stockholders with the right to vote, proposed the following appointments to the Audit Board:

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

35


Table of Contents

LOGO

 

 

 

–     as sitting member:

 

 

Manuel Jeremias Leite Caldas

  

 

– Brazilian, married, engineer, domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Lúcio Costa 6700/1103, Barra da Tijuca, CEP 22795-900, bearer of identity card 284123 issued by the Air Ministry, and CPF 535866207-30;

 

 

 

–     and as his substitute member:

 

 

Ronaldo Dias

  

 

– Brazilian, married, accountant, domiciled in Rio de Janeiro, RJ at Rua Maxwell 452/704, Vila Isabel, CEP 20541-100, bearer of Identity Card 2201087-0, issued by the Traffic Department of Rio de Janeiro State (Detran-RJ), and CPF 221285307-68.

 

Asking for the floor, the representative of the stockholder BNDESPar, also for the minority of common stockholders with the right to vote, proposed the following appointments to the Audit Board:

Sitting member

 

 

Cláudio Morais Machado

  

 

– Brazilian, married, accountant, domiciled in Porto Alegre, RS, at Rua General Rondon 411, Assunção, CEP 91900-120, bearer of Identity Card 9002545292, issued by the Public Safety Department of the State of Rio Grande do Sul, and CPF 070068530-87;

 

–     and as his substitute member:

 

 

Carlos Roberto de Albuquerque Sá

  

 

– Brazilian, divorced, engineer, domiciled in São Paulo, SP, at Alameda Jauaperi 755/132, Moema, CEP 04523-013, bearer of Identity Card 2321952, issued by the Felix Pacheco Institute of Rio de Janeiro and CPF 212107217-91.

 

The above nominations were put to debate, and, subsequently, to a vote, separately, by the minority of holders of voting shares.

The nominations of Daniel Alves Ferreira received

 

     72,748,070      votes in favor,   
     9,943,379      votes against, and   
     54,343,169      votes of abstention;   

The nominations of the representative of the stockholder BNDESPar received

 

     54,342,992      votes in favor,   
     72,748,270      votes against, and   
     177      votes of abstention;   

the winner thus being the nominations made by Mr. Daniel Alves Ferreira.

Asking for the floor, the representative of the stockholder The State of Minas Gerais, as majority stockholder, put forward the following nominations for members of the Audit Board:

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

36


Table of Contents

LOGO

 

 

 

Sitting members:

 

 

Alcione Maria Martins Comonian

  

 

– Brazilian, married, public relations executive, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Icaraí 365, Caiçara, CEP 30770-160, bearer of Identity Card MG2511807, issued by the Public Safety Department of Minas Gerais State, and CPF 482072096-15;

 

 

Geber Soares de Oliveira

  

 

– Brazilian, legally separated, accountant, domiciled in Belo Horizonte, MG, at R. Carlos Turner 275/202, Silveira, CEP 31140-520, bearer of Identity Card MG1673562, issued by the Public Safety Department of the State of Minas Gerais, and CPF 373022806-49; and

 

 

Ricardo Wagner Righi de Toledo,

  

 

– Brazilian, widower, manager, domiciled in Belo Horizonte, Minas Gerais, at Rua Arquiteto Rafaello Berti 690, Mangabeiras, CEP 30210-120, bearer of Identity Card MG4172543, issued by the Minas Gerais State Public Safety Department, and CPF 299492466-87;

 

–     and said their substitute members would be elected later.

The nominations of the representative of the stockholder The State of Minas Gerais were put to debate, and, subsequently, to the vote, and approved, with 248,480,146 votes.

–     The Members of the Audit Board elected declared – in advance – that they are not subject to any prohibition on exercise of commercial activity, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Professional Conduct of Companhia Energética de Minas Gerais – Cemig, and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

Continuing with the agenda, the Chair placed in debate the remuneration of the Company’s Managers and members of its Audit Board.

Asking for the floor, the representative of the Stockholder The State of Minas Gerais asked the Chair to put the following proposal before the stockholders for consideration:

 

1 To make an annual global allocation for the Remuneration of Management and the members of the Audit Board, comprising the Board of Directors, the Executive Board and the Audit Board, of

 

   up to    R$ 33,000,000.00    (thirty three million Reais,)   

including health insurance for the Executive Officers, to be contracted at the same level of the Health Plan in effect for the employees of the company, and variable remuneration, the following monthly fees to be payable, individually:

 

   to the Chief Executive Officer,    R$ 85,000.00    (eighty five thousand Reais),   

 

   and to the other Chief Officers,    R$ 67,000.00    (sixty seven thousand Reais),   

the amounts currently earned by the Chief Officers for paid leave, bonuses and other benefits to be, in consequence, adjusted in the same proportion.

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

37


Table of Contents

LOGO

 

 

 

2 To establish that the monthly remuneration of each one of the sitting members of the Board of Directors – excluding members that are also Chief Officers, and subject to the condition relating to the payment of the jeton mentioned in item 4 below –shall be,

for the Deputy Chair of the Board of Directors, thirty per cent of the remuneration of the Chief Executive Officer,

 

   i.e. it shall be    R$ 25,500.00    (twenty five thousand five hundred Reais)   

and for the other sitting members, thirty per cent of the average remuneration of a Chief Officer,

 

   i.e. it shall be    R$ 20,590.90    (twenty thousand five hundred ninety Reais 90 centavos).

 

3 To establish that the monthly remuneration of each one of the sitting members of the Board of Directors – excluding members that are also Chief Officers, and subject to the condition relating to the payment of the jeton mentioned in item 4 below – shall be eighty per cent of the monthly remuneration of a sitting member of the Board of Directors who is not its chair,

 

   i.e. it shall be    R$ 16,472.72    (sixteen thousand four hundred seventy two Reais and 72 centavos).

 

4 To establish that the sitting and substitute members of the Board of Directors should receive eighty per cent of the stipulated monthly remuneration, the rest to be divided into jetons to be paid to the sitting and substitute members present at the meetings;

– and if there is more than one meeting in the month, the jeton will be divided proportionately between the number of meetings held in the month; if there is no meeting in the month, the sitting member and the substitute member with receive the total amount of the monthly remuneration.

 

 

 

5 To establish that substitute members of the Board of Directors who take part in meetings of the Board of Directors as replacement for their sitting member – except those board members who hold positions of Chief Officer – should receive only the remuneration relating to Item 3 above, even though they are replacing Sitting Members in meetings.

 

6 To establish that the monthly remuneration of each sitting member of the Audit Board shall be equivalent to twenty per cent of what is on average received by a member of the Executive Board,

 

   i.e. it shall be    R$ 13,727.27    (thirteen thousand seven hundred twenty seven Reais 27 centavos);

and that the monthly remuneration of each substitute member of the Audit Board shall be equivalent to eighty per cent of the monthly remuneration of a sitting member, that is to say,

 

   it shall be    R$ 10,981.81    (ten thousand nine hundred eighty one Reais 81 centavos),

–     excluding, in both cases, such benefits as are added by legislation.

 

7 To establish that sitting and substitute Members of the Board of Directors and of the Audit Board who are resident in municipalities other than that of the Company’s head office shall be reimbursed such expenses on accommodation and travel (within Brazil) as are necessary for their attendance at the meetings of those Boards or for carrying out their functions or when invited by the CEO to a meeting at the Company, and shall also receive, as cost support for travel, R$ 800 for each trip for attendance.

 

8 To establish that the fees of the members of the Executive Board, the Board of Directors and the Audit Board shall be paid on the same date as the Company adopts for its employees.

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

38


Table of Contents

LOGO

 

 

 

9 To establish that the variable remuneration of the Chief Officers and the targets and performance indicators for their calculation shall be stipulated by the Human Resources Committee of the Company’s Board of Directors, limited to the value of the annual global allocation stated above.

The above proposal by the representative of the stockholder The State of Minas Gerais in relation to the Managers and members of the Audit Board was put to debate, and, subsequently, to the vote, and approved by a majority, as follows:

 

     249,860,960      votes in favor,   
     9,051,133      votes against, and   
     118,412,173      votes of abstention;   

The representative of the stockholder BNDESPar abstained from voting in relation to the remuneration of the Managers and Members of the Audit Board of the Company, on affirmation that adequate time had not been given for proper analysis, for taking a decision on a vote, in the proposal of the representative of the stockholder The State of Minas Gerais, as to the annual global allocation amount, of

 

   up to    R$ 33,000,000.00    (thirty three million Reais,)   

being different from the amount stated in the proceedings relating to the calling of this meeting,

 

   which was    R$ 24,537,927.03    (twenty four million five hundred thirty seven thousand nine hundred twenty seven Reais and three centavos).

 

 

Notwithstanding, in view of the structure of the previous proposal, it recommended to the Company:

 

  a) to consider allocation of the global annual amount between fixed and variable remuneration in a way coherent with the objective of stimulating efficiency on the part of the Executive Board;

 

  b) to offer additional remuneration to participants of committees of the Board of Directors, it being recommendable that these should preferentially be made up of independent members;

 

  c) to limit fixed remuneration received by substitute members to actual participation in meetings; and

 

  d) to consider the applicable legislation when proposing the remuneration budget, since the present proposal does not take into account the limit of eleven members for the Board of Directors as imposed by Law 13303/16 and Minas Gerais State Decree 47154/2017.

Publications: The Chair then stated that Cemig’s publication as specified in Law 6404/1976 will be made in the newspaper Minas Gerais, the official publication of the Powers of the State, and in the newspaper O Tempo, without prejudice to any possible publication in other publications.

The meeting being opened to the floor, Mr. Daniel Alves Ferreira took the floor to express his thanks for the stance of the representative of the majority stockholder and of the Chair of this meeting, for their conduct of the business of the meeting.

Since no-one else wished to speak, the Chair ordered the session suspended for the time necessary for writing of the minutes.

The session being reopened, the Chair put the said minutes to debate and to the vote, found that they had been approved unanimously, that is to say, by 377,324,266 votes, and verified that they had been signed, closed the meeting.

For the record, I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and sign them together with all those present.

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

39


Table of Contents

 

MARKET ANNOUNCEMENT DATED MAY 2, 2018 REGARDING FITCH RATINGS INCREASE OF CEMIG’S CREDIT RATE

 

 

40


Table of Contents

LOGO

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG    

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET ANNOUNCEMENT

Fitch upgrades ratings of Cemig

In line with its commitment to best corporate governance practices, Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public, the Brazilian Securities Commission (‘CVM’), the São Paulo Stock Exchange (B3) and the market in general as follows:

 

1 Upgrade by Fitch

Fitch Ratings (‘Fitch’) has raised its credit rating for Cemig and its wholly-owned subsidiaries Cemig Distribuição S.A. (‘Cemig D’) and Cemig Geração e Transmissão S.A. (‘Cemig GT’):

 

   from B–    to    B,    on the global scale,
and    from BB–(bra)    to    BBB–(bra),    thus attributing investment grade, on the Brazilian scale.

Fitch also raised its ratings of the debenture issues

 

   from BB–(bra)    to    BBB–(bra),    (investment grade, on the Brazilian scale),

maintaining the rating of the Eurobond issue at B.

Fitch upgraded the outlook for all these ratings from negative to stable.

Fitch stated that the upgrade reflects Cemig’s competence in refinancing a large part of its short-term debt and improving its liquidity profile, through refinancing of debt of R$ 3.4 billion, its US$1 billion issue of Eurobonds, its R$ 1.3 billion capital increase, and its sale of shares in Taesa for approximately R$ 700 million. Additionally Fitch considers that Cemig now has greater financial flexibility for managing future short-term debt maturities, and that the addition of increased Ebitda, in the order of R$ 400-500 million/year as a result of the tariff review for Cemig D, in its base scenario, sustains Cemig’s process of deleverage.

 

2 Upgrade by S&P

On the same lines Standard&Poors, on March 29, 2018, raised its rating of Cemig and its wholly-owned subsidiaries:

 

   from brBBB–    to    brBBB    – both are investment grade on the Brazilian scale.

S&P maintained its rating on the global scale, and its rating of the Eurobond issue, at B.

It upgraded the outlook for all these ratings from stable to positive.

Cemig believes these agencies’ changes are a recognition of its efforts to increase its credit quality, and reiterates its commitment to improve its liquidity and capital structure through lengthening of its debt profile and sale of assets.

Belo Horizonte, May 2, 2018

Maurício Fernandes Leonardo Júnior

Chief Finance and Investor Relations Officer

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

41


Table of Contents

 

SUMMARY OF MINUTES OF THE 732TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 2, 2018

 

 

42


Table of Contents

LOGO

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of May 2, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 732nd meeting, held on May 2, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Election                 of:            Mr. Adézio de Almeida Lima as                Chair of this Board of Directors,

        and                of:            Mr. Marco Antônio Soares da Cunha Castello Branco as Deputy Chair,

to serve for the period of office 2018–2020.

 

  2. Reappointment of the incumbent Chief Officers, for a period of office of 3 years, that is to say until the first meeting of the Board of Directors held after the Annual General Meeting of Stockholders of 2021, as follows:

 

Chief Executive Officer:

   Bernardo Afonso Salomão de Alvarenga

Deputy CEO (interim):

   Bernardo Afonso Salomão de Alvarenga

Chief Trading Officer:

   Dimas Costa

Chief Business Development Officer:

   Daniel Faria Costa

Chief Distribution and Sales Officer (interim):

   Ronaldo Gomes de Abreu

Chief Finance and Investor Relations Officer:

   Maurício Fernandes Leonardo Júnior

Chief Generation and Transmission Officer:

   Franklin Moreira Gonçalves

Chief Corporate Management Officer:

   José de Araújo Lins Neto

Chief Officer for Human Relations and Resources:

   Maura Galuppo Botelho Martins

Chief Institutional Relations and Communication Officer:

   Thiago de Azevedo Camargo

Chief Counsel:

   Luciano de Araújo Ferraz

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

43


Table of Contents

 

MATERIAL ANNOUNCEMENT DATED MAY 4, 2018: RENOVA REFUSES CEMIG OFFER FOR INTEREST IN CHIPLEY/PCH

 

 

44


Table of Contents

LOGO

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS –CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MATERIAL ANNOUNCEMENT

Renova refuses Cemig offer for interest in Chipley / PCH

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in compliance with CVM Instruction 358 of January 3, 2002 as amended, hereby reports to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3) and the market as follows:

Today (May 4, 2018) Cemig’s affiliated company Renova Energia S.A. (‘Renova’) published the following Material Announcement:

With reference to the Material Announcement published on March 27, 2018, Renova Energia S.A. (RNEW11) (‘Renova’), in accordance with CVM Instruction 358/2002 as amended, hereby informs its stockholders and the market in general as follows:

On May 3, 2018, the Board of Directors of Renova decided not to accept the binding proposal received from Companhia Energética de Minas Gerais (‘Cemig’) for acquisition of either:

 

  (i) Renova’s 100% interest in Chipley SP Participações S.A. (‘Chipley’), or
  (ii) Chipley’s holding of 51% of the shares in Brasil PCH S.A. (‘Brasil PCH’).

Renova’s Executive Board is carrying out studies for a New Restructuring Plan, which will be presented soon to its Board of Directors, aiming to resolve the situation of Renova’s capital structure and honor all the commitments Renova has undertaken.

Renova reiterates its commitment to keeping stockholders and the market in general duly informed in accordance with the applicable legislation.

Cemig emphasizes its confidence that the New Restructuring Plan being prepared by the Executive Board of Renova will provide a definitive solution to Renova’s capital structure.

Belo Horizonte, May 4, 2018

Maurício Fernandes Leonardo Júnior

Chief Finance and Investor Relations Officer

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG   Brazil   Tel.: +55 31 3506-5024   Fax +55 31 3506-5025

 

This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.

 

45


Table of Contents

 

CONVOCATION AND PROPOSAL DATED MAY 8, 2018 TO THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JUNE 11, 2018

 

 

46


Table of Contents

LOGO

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 – NIRE 31300040127

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS CONVOCATION

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on June 11, 2018 at 11 a.m., at the Company’s head office, Av. Barbacena 1219, 23rd floor, Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

  1) Changes to the by-laws, in accordance with Law 13303/2016 and Minas Gerais State Decree 47154/2017, with improvement of the provisions of the by-laws.

 

  2) Election of the Board of Directors, for a new period of office, if the change to the by-laws is approved.

 

  3) Election of the Audit Board, for a new period of office, if the change to the by-laws is approved.

 

  4) Adjustment to the Annual Global Allocation for remuneration of the Managers, members of the Audit Board and of the Audit Committee, if the change to the by-laws is approved.

 

  5) Setting of the compensation of the representatives of the Audit Committee, if the change to the by-laws is approved.

 

  6) Orientation of representatives of Cemig, at the Extraordinary General Meeting of Cemig Distribuição S.A., to vote in favor of the changes to the by-laws and the resulting recomposition of the Board of Directors and of the Audit Board, if changes are made to the by-laws and to the composition of the Board of Directors and the Audit Board of the sole stockholder, Cemig.

 

  7) Orientation of representatives of Cemig, at the Extraordinary General Meeting of Cemig Geração e Transmissão S.A., to vote in favor of the changes to the by-laws and the resulting recomposition of the Board of Directors and of the Audit Board, if changes are made to the by-laws and to the composition of the Board of Directors and the Audit Board of the sole stockholder, Cemig.

Under Article 3 of CVM Instruction 165/1991, as amended by CVM Instruction 282/1998 and subsequent amendments, adoption of the multiple voting system for election of members of the Company’s Board of Directors requires the vote of stockholders representing a minimum of 5% (five per cent) of the voting stock.

Any stockholder who wishes to do so may exercise the right to vote using the remote voting system, under CVM Instruction 481/09, by sending the corresponding Remote Voting Statement (Boletim de Voto à Distância – BVD), through the stockholder’s custodian institution or mandated bank, or directly to the Company.

Any stockholder wishing to be represented by proxy at the said General Meeting of Stockholders should obey the precepts of Article 126 of Law 6406 of 1976, and of §1 of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by June 7, 2018, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Office (Superintendência da Secretaria Geral), Av. Barbacena, 1219, 23rd Floor, Belo Horizonte, Minas Gerais, Brazil.

Belo Horizonte, May 8, 2018

Adézio de Almeida Lima

Chair of the Board of Directors

 

 

47


Table of Contents

LOGO

 

PROPOSAL

BY THE BOARD OF DIRECTORS

TO THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2018 AT 11 A.M.

Dear Stockholders:

The Board of Directors of Companhia Energética de Minas Gerais – Cemig:

– whereas:

 

  a) Federal Law 13303, in effect from June 30, 2016, makes provisions on the legal form of by-laws of a publicly-owned company, a mixed-economy company and their subsidiaries, whether public ownership is at Federal, State, Federal District, or Municipal level. The State Companies Law, as it is known, regulated Article 173 §1 of the Constitution of 1988, covering subjects such as governance, corporate organization, control, bids/tenders, and contracts, applicable to state-controlled companies;

 

  b) the State Companies Law establishes a series of corporate governance and transparency mechanisms to be obeyed by the state-controlled companies, with the rules for publication of information, risk management practices, codes of conduct, forms of oversight by the State and by society, constitution and functioning of Boards, and minimum requirements for appointment of managers;

 

  c) the State Companies Law orders adaptation of the by-laws of the companies to which it applies, to follow good corporate governance practices, which range from criteria for financial performance to social and environmental responsibility.

 

  d) the strong point of the State Companies Law has been to give detailed rules on oversight and control with a view to greater transparency in corporate governance, to avoid conflicts of interests and to allow timely control by the State company of strategic decisions;

 

  e) Minas Gerais State Decree 47154 came into force on February 20, 2017, governing the legal structure of by-laws of a public company, a mixed-economy company and subsidiaries, at the level of Minas Gerais State, in the terms of Federal Law 13303/2016;

 

  f) the State Decree regulated the State Companies Law, dealing with its provisions to adapt to the context of the Minas Gerais state companies, and for this reason Cemig is required to obey its provisions;

 

  g) the new rules are to be applied after the revision of the by-laws, to take place within 24 (twenty four) months, and this period closes on June 30, 2018 – the transition period was granted to enable the state companies to review their internal rules and corporate management procedures;

 

  h) due to Law 13303/2016 and State Decree 47154/2017, Cemig has to make the necessary adaptation to the by-laws to comply with the said legislation;

 

  i) the proposed drafting not only makes the by-laws compliant with the legislation, but also enhances the provisions therein;

 

  j) under Clause 21, §4, Sub-clause ‘g’ of the by-laws of Cemig, orientation of vote in General Meetings of Stockholders of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. is made by Extraordinary General Meeting of Stockholders of Cemig – the sub-clause states:

 

  §4 The following matters shall require a decision by the Executive Board: ...

 

  g) approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, of the statements of vote in the General Meetings of the wholly-owned and other subsidiaries, affiliated companies and in the consortia in which the Company participates, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the competency to decide on these matters shall be that of the General Meeting of Stockholders, and decisions must obey the provisions of these Bylaws, the decisions of the Board of Directors, the Long-term Strategic Plan and the Multi-year Strategic Implementation Plan;” – ; and

 

  k) Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. are wholly-owned subsidiaries of Cemig and will hold Extraordinary Annual General Meetings of Stockholders to change the by-laws.

 

48


Table of Contents

– do now propose to you:

 

I Approval of change in the Company’s by-laws in their entirety, adapting them to the requirements of Federal Law 13303/2016 and State Decree 47154/2017, providing for best corporate governance practices, and improvement of the drafting, as follows:

CHAPTER I

Name, constitution, objects, head office and duration

 

Clause  1 Companhia Energética de Minas Gerais – Cemig, constituted on May 22, 1952 as a corporation with mixed private and public sector stockholdings, is governed by these Bylaws and by the applicable legislation, and its objects are:

 

  to build, operate and make commercial use of systems for generation, transmission, distribution and sale of electricity, and related services;

 

  to operate in the various fields of energy, from whatever source, with a view to economic and commercial operation;

 

  to provide consultancy services within its field of operation to companies in and outside Brazil; and

 

  to carry out activities directly or indirectly related to its objects, including development and commercial operation of telecommunication and information systems, technological research and development, and innovation.

 

  §1 The activities specified in this Clause may be exercised directly by Cemig or, as intermediary, by companies constituted by it or in which it may hold a majority or minority stockholding interest, upon decision by the Board of Directors, under State Laws 828 of December 14, 1951, 8655 of September 18, 1984, 15290 of August 4, 2004 and 18695 of January 5, 2010.

 

  §2 No subsidiary of Cemig, wholly-owned or otherwise, may take any action or make any decision which might affect the condition of the State of Minas Gerais as controlling stockholder of the Company, in the terms of the Constitution of the State of Minas Gerais and the legislation from time to time in force.

 

  §3 Since the Company’s securities are traded on the special listing section known as Corporate Governance Level 1 on the Sao Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão), the Company, its stockholders, managers and members of the Audit Board are subject to the provisions of the Level 1 Corporate Governance Regulations of the B3 (under this or any name attributed to it in future).

 

Clause  2 The Company shall have its head office and management at Av. Barbacena 1219, Santo Agostinho, 30190-131 Belo Horizonte, Minas Gerais, and may open offices, representations or any other establishment in or outside Brazil upon authorization by the Executive Board.

 

Clause  3 The Company shall have indeterminate duration.

CHAPTER II

Share Capital

 

Clause  4 The share capital of the Company is

 

  R$ 7,293,763,005.00    (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais),

represented by:

 

 

a)  487,614,213

   (four hundred eighty seven million six hundred fourteen thousand two hundred thirteen)

nominal common shares each with nominal value of R$ 5.00 (five Reais); and

 

 

b)  971,138,388

   (nine hundred seventy one million one hundred thirty eight thousand three hundred eighty eight)

nominal preferred shares each with nominal value of R$ 5.00 (five Reais).

 

  §1 The right to vote is reserved exclusively for the common shares; each common share has the right to one vote in decisions of the General Meeting of Stockholders.

 

49


Table of Contents
Clause  5 The preferred shares have right of preference in the event of reimbursement of shares and shall have the right to a minimum annual dividend of the greater of the following amounts:

 

  a) 10% (ten percent) of their nominal value;

 

  b) 3% (three percent) of the value of the stockholders’ equity corresponding to the shares.

 

Clause  6 The common shares and the preferred shares have equal rights to distribution of bonuses and stock dividends.

 

Clause  7 In business years in which the Company does not make enough profit to pay dividends to its stockholders, the State of Minas Gerais guarantees to the shares issued by the Company up to August 5, 2004 and held by individual persons a minimum dividend of 6% (six percent) per year, under Clause 4 of State Law 15290/2004.

 

Clause  8 The shares subscribed by the State of Minas Gerais shall at all times, obligatorily, be the majority of the shares carrying the right to vote, and shall be subscribed in accordance with the applicable legislation. Payment for subscription of shares by other parties, whether individuals or legal entities, shall be made as specified by the General Meeting of Stockholders which decides on the subject.

 

  §1 The Executive Board may, in order to obey a decision by a General Meeting of Stockholders, suspend the services of transfer and registry of shares, subject to the applicable legislation.

 

  §2 The stockholders shall have the right of preference in subscription of increases of capital and in the issue of the Company’s securities, in accordance with the applicable legislation. There shall, however, be no right of preference when the increase in the registered capital is paid with resources arising from tax incentive systems, subject to the terms of §1 of Article 172 of Law 6404 of December 15, 1976, as amended.

 

Clause  9 The Company’s authorized share capital may be increased by up to 10% (ten per cent) of the Company’s share capital, without the need for any change in the by-laws, upon decision by the Board of Directors, after prior consultation of the Audit Board.

 

  §1 As well as the other conditions relating to the issuance of new shares, the competency to determine the number of shares to be issued, the issue price, and the period and conditions of paying for their subscription shall be held by the of the Board of Directors.

CHAPTER III

The General Meeting of Stockholders

 

Clause  10 The General Meeting of Stockholders shall be held, ordinarily, within the first 4 (four) months of the year, for the purposes specified by the applicable legislation, and extraordinarily whenever necessary, and shall be called with minimum advance notice of 15 (fifteen) days. The relevant provisions of law shall be obeyed in its convocation, opening and decisions.

 

  §1 In the event that a provision of law or regulations alters this minimum period for convocation, it shall prevail.

 

  §2 Stockholders may be represented in General Meetings of Stockholders in the manner specified in Article 126 of Law 6404, as amended, by showing at the time of the meeting, or by previously depositing at the Company’s head office, proof of ownership of the shares, issued by the depositary financial institution, accompanied by the proxy’s identity document and a power of attorney with specific powers.

 

Clause  11 Ordinary or extraordinary General Meetings of Stockholders shall be chaired by a stockholder elected by the Meeting from among those present, who shall choose one or more secretaries.

 

50


Table of Contents

CHAPTER IV

Management

 

Clause  12 The Company shall be managed by the Board of Directors and the Executive Board.

 

  §1 The structure and composition of the Board of Directors and the Executive Board of the Company shall be identical in the wholly-owned subsidiaries Cemig Distribuição S.A and Cemig Geração e Transmissão S.A., with occasional exceptions if approved by the Board of Directors.

 

  §2 Where filling of appointments to positions on the Board of Directors and/or Executive Board of the Company’s subsidiary or affiliated companies is the competency of the Company, it shall do so in accordance with criteria and a policy of eligibility and assessment approved by the Board of Directors.

 

  §3 Where filling of positions on the support committees to the Boards of Directors of the subsidiaries and affiliated companies is the competency of the Company, it shall do so in accordance with specific regulations, to be approved by the Boards of Directors of the respective subsidiaries or affiliated companies.

 

  §4 In the management of the Company, and of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., and of the other subsidiaries or affiliates, and of the consortia in which any of them have direct or indirect holdings, the Board of Directors and the Executive Board shall obey the provisions of the Company’s Long-term Strategic Plan.

 

  §5 The Long-term Strategy shall contain (i) fundamentals grounds, targets, goals and results to be pursued and achieved in the long term by the Company, and (ii) the Company’s dividend policy; and shall comply with the commitments and prior requirements in §7 of Clause 12 of these by-laws.

 

  §6 The Company’s Multi-year Business Plan shall reflect the assumptions and premises of the Long-term Strategy, and shall contain the targets for 5 (five) years, including the Annual Budget.

 

  §7 The Long-term Strategy, the Multi-year Business Plan and the Annual Budget shall be reviewed annually by the Executive Board and submitted, at the latest, to the last ordinary meeting of the Board of Directors of the prior year, for decision, and the Company must disclose its conclusions, in accordance with the applicable law, subject to secrecy for strategic information whose disclosure might be prejudicial to the Company’s interests.

 

  §8 The Executive Board shall obey and comply with targets and limits established by the Board of Directors, especially in relation to indebtedness, liquidity, rates of return, investment and regulatory compliance.

 

  §9 In companies in which the Company has an interest, whether controlling or otherwise, practices of governance and control must be adopted that are in proportion to the importance, materiality and the risks of the business.

 

  §10 The Long-term Strategy, the Multi-year Business Plan and the Annual Budget shall be reflected in all plans, projections, activities, strategies, investments and expenses of the Company and its wholly-owned or other subsidiaries, affiliated companies or consortia in which it directly or indirectly holds an interest.

 

  §11 The global or individual amount of the compensation of the Board of Directors, the Executive Board and the Audit Committee shall be set by the General Meeting of Stockholders, in accordance with the applicable legislation. Payment of any type of percentage or other participation in the profits of the Company to any member of the Audit Board or the Board of Directors is forbidden, with the exception of the Board member representing the employees.

 

  §12 For the purpose of improving the Company, every year the managers and the members of the committee shall undergo individual and collective performance evaluation, with the following minimal requirements:

 

  a) description of acts of management practiced, as to lawfulness and efficacy of administrative action;

 

  b) contribution to the profit for the period; and

 

  c) pursuit and achievement of the objectives established in the Multi-year Business Plan and compliance with the Long-term Strategy.

 

  §13 The managers of the company may not be sworn in unless they have agreed to and signed the applicable legal and regulatory terms and documents. In all practice of their responsibilities they shall obey the requirements, prohibitions and obligations specified in the applicable legislation and regulations.

 

51


Table of Contents

Section I

The Board of Directors

 

Clause  13 The Board of Directors of the Company comprises 9 (nine) sitting members and the same number of substitute members. One shall be the Chair, and another shall be the Vice-Chair.

 

  §1 The substitute members shall substitute the respective members of the Board if the latter are absent or impeded from exercising their functions and, in the event of a vacancy, shall do so until the related replacement.

 

  §2 The members of the Board of Directors shall be elected for concurrent periods of office of 2 (two) years, and may be dismissed at any time, by the General Meeting of Stockholders. Re-election for a maximum of 3 (three) consecutive periods of office is permitted, subject to the requirements and prohibitions established in the applicable legislation and regulations.

 

  §3 The composition of the Board of Directors must obey the following rules:

 

  a) The minority holders of common shares, and the holders of preferred shares, have the right to elect, in separate votes, one member each, in accordance with the applicable legislation.

 

  b) At least 25% (twenty five per cent) of the members must be independent; and at least one, in the event that the minority stockholders decide to exercise the option of multiple vote, in the terms of Article 141 of Law 6404/1976.

 

  c) The employees have the right to elect one member, subject to the provisions of Federal Law 12353 of December 28, 2010, as applicable.

 

  d) In any event, the majority of the members shall be elected by the controlling stockholder of the Company.

 

  §4 For election and for holding of office, the member of the Board of Directors representing the employees is subject to all the criteria, requirements, impediments and prohibitions specified in Law 6404/1976, Law 13303 of June 30, 2016, and regulations made under those laws.

 

  §5 Without prejudice to the impediments and prohibitions specified in these by-laws, the member of the Board of Directors representing the employees shall not take part in debate and decisions on subjects that involve union relationships, remuneration, and/or benefits, including matters relating to private pension plans and/or other assistance plans, and/or in any other situation in which a conflict of interest is characterized.

 

  §6 The Boards of Directors of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. shall, be made up of the same members and substitute members elected to the Board of Directors of the Company, for periods running concurrently from start to termination, being remunerated for only one of these positions.

 

  §7 The posts of Chairman of the Board of Directors and Chief Executive Officer of the Company may not be held by the same person.

 

  §8 The members of the Board of Directors shall be allowed to exercise other remunerated activity, as long as there is no incompatibility of time and/or conflict of interests.

 

  §9 Subject to the provisions of these by-laws, the Board of Directors may delegate powers to the Executive Board for approval and signature of legal transactions related to the ordinary acts of management, including sale of electricity.

 

Clause  14 In the event of a vacancy on the Board of Directors, the first subsequent General Meeting of Stockholders shall elect a new member, for the period of office that remained to the previous member.

 

  §1 In this event, if the previous Board member was elected by a minority, the new member shall be elected by the same minority; the same rule shall be obeyed for the member representing the employees.

 

Clause  15 The Board of Directors shall meet, ordinarily, in accordance with its Regulations, at least once a month, to analyze the results of the Company and its subsidiaries and affiliated companies, and to decide on other matters included on the agenda; and shall meet in extraordinary meeting, if called by its Chair or its Vice-Chair, or by one third of its members, or when requested by the Executive Board.

 

  §1 Meetings of the Board of Directors shall be called by its Chair or Vice-Chair, with at least 10 (ten) days’ prior notice in writing or by email, containing the agenda. Convocation is not necessary when all the members of the Board of Directors, or their substitute members, are present. The Chair may call meetings of the Board of Directors on the basis of urgency without their being subject to this period of notice, provided that the other members of the Board are advised of the convocation.

 

  §2 Decisions of the Board of Directors shall be taken by the majority of the votes of the Board Members present, and in the event of a tie the Chair shall have the casting vote.

 

52


Table of Contents
Clause  16 The Chair of the Board of Directors has the competency to grant leave to the Board’s members, and the other members of the Board have the competency to grant leave to the Chair.

 

Clause  17 The Chair and Vice-Chair of the Board of Directors shall be chosen by the members of that Board, at the first meeting of the Board of Directors that takes place after the election of its members, and the Vice-Chair shall take the place of the Chair when the Chair is absent or impeded from exercising his/her functions.

 

Clause  18 The following are functions of the Board of Directors:

 

  a) to set the general orientation of the Company’s business;

 

  b) to elect, dismiss and evaluate the Executive Officers of the Company, in accordance with the applicable legislation, subject to the by-laws;

 

  c) to approve the policy on transactions with the related parties;

 

  d) to decide, upon proposal by the Executive Board, on disposal of, or placement of a charge upon, any of the Company’s property, plant or equipment, and on the Company giving any guarantee to any third party of which the individual value is equal to 1% (one per cent) or more of the Company’s Stockholders’ equity;

 

  e) to decide, upon proposal by the Executive Board, on the Company’s investment projects, signing of contracts and other legal transactions, contracting of loans or financings, or the constitution of any obligations in the name of the Company which, individually or jointly, have value equal to 1% (one per cent) or more of the Company’s Stockholders’ equity, including injections of capital into wholly-owned or other subsidiaries or affiliated companies or the consortia in which the Company participates;

 

  f) to call the General Meeting of Stockholders;

 

  g) to monitor and inspect the management by the Executive Board: the Board of Directors may, at any time, examine the books and papers of the Company, and request information on contracts entered into or in the process of being entered into, and on any other administrative facts or acts which it deems to be of interest to it;

 

  h) to give a prior opinion on the Executive Board’s report of management and accounts of the Company;

 

  i) to choose and to dismiss the Company’s auditors, from among companies with international reputation that are authorized by the Securities Commission (CVM) to audit listed companies, subject to statement of position by the Audit Board;

 

  j) upon proposal by the Executive Board, to authorize commencement of administrative tender proceedings, and proceedings for dispensation from or non-requirement of tender, and the corresponding contracts, for amounts equal to 1% (one per cent) or more of the Company’s Stockholders’ equity;

 

  k) upon proposal by the Executive Board, to authorize filing of legal actions, or administrative proceedings, or entering into court or out-of-court settlements, for amounts equal to 1% (one per cent) or more of the Company’s Stockholders’ equity;

 

  l) to authorize issue of securities, in the domestic or external markets, for the raising of funding, in the form of debentures, promissory notes, medium-term notes and other instruments;

 

  m) to approve the Long-term Strategy, the Multi-year Business Plan and the Annual Budget, and alterations and revisions to them;

 

  n) annually, to set the directives and establish the limits, including financial limits, for spending on personnel, including concession of benefits and collective employment agreements, subject to the competency of the General Meeting of Stockholders and subject to the Annual Budget;

 

  o) to authorize the exercise of the right of preference and rights under stockholders’ agreements or voting agreements in wholly-owned or other subsidiaries, affiliated companies and the consortia in which the Company participates, except in the cases of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the General Meeting of Stockholders has the competency for decision on these matters;

 

  p) to approve participation in the share capital of, and constitution or extinction of, any company, undertaking or consortium;

 

  q) to approve, in accordance with its Internal Regulations, the institution of committees supporting the Board of Directors – the opinions or decisions of which are not a necessary condition for decision on the matters by the Board of Directors;

 

53


Table of Contents
  r) to accompany the activities of internal auditing;

 

  s) to discuss, approve and monitor decisions that involve corporate governance practices, relationship with interested parties, people management policy and code of conduct;

 

  t) to ensure implementation of, and to supervise, the systems for management of risks and internal controls established for the prevention and mitigation of the principal risks to which the Company is exposed, including the risks related to safety and security of accounting and financial information and the occurrence of corruption or fraud;

 

  u) to establish an information disclosure policy to mitigate the risk of contradiction between the various areas and the managers of the Company;

 

  v) to make statements on any increase in number of the Company’s own staff, concession of benefits or advantages, or revision of a salaries and careers plan, including alteration in the amount paid for commissioned posts or free appointments, and compensation of Chief Officers;

 

  w) to appoint, and to dismiss, in both cases with grounds, the head of the Internal Audit Unit, from among the Company’ career employees;

 

  x) to elect the members of the Audit Committee, at the first meeting held after the Annual General Meeting, and to dismiss them, at any time, upon vote given with grounds by absolute majority of the members of the Board of Directors;

 

  y) to analyze, every year, the success in meeting targets and results in execution of the Multi-year Business Plan and the Long-term Strategy, and to publish its conclusions and state them to the Legislative Assembly of Minas Gerais State and to the Minas Gerais State Audit Court; and

 

  z) to approve the complementary policies, including the policy on holdings, in accordance with the terms of these by-laws.

 

  §1 The financial limits relating to decisions by the Board of Directors that are identified by a percentage of the Company’s Stockholders’ equity shall be automatically adopted when the financial statements of each year are approved.

Section II

The Executive Board

 

Clause  19 The Executive Board comprises 11 (eleven) Executive Officers, who may be stockholders, resident in Brazil, elected by the Board of Directors for a period of two years, subject to the requirements of the applicable legislation and regulations. Re-election for a maximum of three consecutive periods of office is permitted.

 

  §1 The Executive Officers shall remain in their posts until their duly elected successors take office.

 

  §2 The Executive Officers shall exercise their positions as full-time occupations in exclusive dedication to the service of the Company. They may at the same time exercise non-remunerated positions in the management of the Company’s wholly-owned or other subsidiaries or affiliated companies, at the option of the Board of Directors. In particular they shall also obligatorily hold the corresponding positions in the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.

 

  §3 Executive Officers who are not employees shall have the right to an annual paid leave of not more than 30 (thirty) days. This leave may not be accumulated, and its remuneration shall be augmented by one-third of the monthly compensation currently in effect.

 

Clause  20 In the event of absence, leave, vacancy, impediment or resignation of the Chief Executive Officer, this post shall be exercised by the Deputy Chief Executive Officer.

 

  §1 In the event of absence, leave, vacancy, impediment or resignation of any of the other members of the Executive Board, the Executive Board may, on approval of the majority of its members, attribute the exercise of the respective functions to another Executive Officer, for as long as the period of absence or leave lasts.

 

  §2 The Chief Executive Officer or member of the Executive Board elected in this way shall hold the position for the remaining time of the period of office of the Executive Officer who is substituted.

 

54


Table of Contents
Clause  21 The Executive Board shall meet, ordinarily, at least two times per month; and, extraordinarily, whenever called by the Chief Executive Officer or by two Executive Officers with at least two days’ prior notice in writing or by email or other digital medium, such notice not being required if all the Executive Officers are present. The decisions of the Executive Board shall be taken by vote of the majority of its members, and in the event of a tie the Chief Executive Officer shall have a casting vote.

 

Clause  22 The Executive Board is responsible for current management of the Company’s business, subject to obedience to the Long-term Strategy, the Multi-year Business Plan, and the Annual Budget, prepared and approved in accordance with these Bylaws.

 

  §1 The Multi-year Business Plan shall comprise plans and projections for the period of five business years, and must be updated at least once a year, and shall deal in detail with the following subjects, among others:

 

  a) the Company’s strategies and actions, including any project related to its objects;

 

  b) new investments and business opportunities, including those of the Company’s wholly-owned and other subsidiaries and affiliated companies, and the consortia in which it participates;

 

  c) the amounts to be invested or in any other way contributed from the Company’s own funds or funds of third parties; and

 

  d) the rates of return and profits to be obtained or generated by the Company.

 

  §2 The Annual Budget shall reflect the Company’s Multi-year Business Plan and, consequently, the Long-term Strategy, and must give details of operational revenue and expenses, costs, capital expenditure, cash flow, the amount to be allocated to the payment of dividends, investments of cash from the Company’s own funds or from funds of third parties, and any other data that the Executive Board considers to be necessary.

 

  §3 The Long-term Strategy, the Multi-year Business Plan, and the Annual Budget shall be:

 

  a) prepared under coordination by the Chief Executive Officer, with participation of all the Chief Officers;

 

  b) prepared and updated annually, by the end of each business year, to take effect in the following business year;

 

  c) submitted to examination by the Executive Board and, subsequently, to approval by the Board of Directors.

 

  §4 The following matters shall require a decision by the Executive Board:

 

  a) approval of the plan of organization of the Company and issuance of the corresponding rules and any changes to them;

 

  b) examination, and submission to the Board of Directors, for approval, of the Long-term Strategy and the Multi-year Business Plan, and revisions of them, including timetables, amount and allocation of the capital expenditure specified in it;

 

  c) examination, and submission to the Board of Directors, for approval, of the Annual Budget, which must reflect the Multi-year Business Plan in force at the time, and revisions of it;

 

  d) decision on reallocation of investments or expenditure specified in the Annual Budget which amount, individually or in aggregate, in a single financial year, to less than 1% (one per cent) of the Company’s Stockholders’ equity, with consequent adaptation of the targets approved, obeying the Multi-year Business Plan, the Long-term Strategy and the Annual Budget;

 

  e) approval of disposal of, or placement of a charge upon, any of the Company’s property, plant or equipment, and/or giving of guarantees to third parties, in amounts less than 1% (one per cent) of the Company’s Stockholders’ equity;

 

  f) authorization of the Company’s capital expenditure projects, or signing of agreements and legal transactions in general, or contracting of loans and financings and the creation of any obligation in the name of the Company, based on the Annual Budget approved, which individually or in aggregate have values less than 1% (one per cent) of the Company’s Stockholders’ equity, including injection of capital into wholly-owned or other subsidiaries, affiliated companies, and the consortia in which the Company participates;

 

  g) authorization to open administrative tender proceedings, and proceedings for dispensation from or non-requirement of tender, and contract, for amounts of up to 1% (one per cent) of the Company’s Stockholders’ equity, limited to R$ 100,000,000.00 (one hundred million Reais), adjusted annually by the IPCA (expanded Consumer Price) index, if it is positive;

 

55


Table of Contents
  h) authorization to file legal actions and administrative proceedings, and to enter into Court and out-of-court settlements, for amounts less than 1% (one per cent) of the Company’s Stockholders’ equity;

 

  i) approval of the nominations of employees to hold management posts in the Company, upon proposal by the Chief Officer concerned, subject to the provisions of Sub-clause ‘h’ of Sub-item I of Clause 23;

 

  j) authorization of expenditure on personnel, and collective agreements and other employment instruments, subject to the competency of the General Meeting of Stockholders, the directives and limits approved by the Board of Directors, and the Annual Budget approved;

 

  k) examination of and decision on contracting of external consultants, when requested by the office of any Chief Officer’s Department, subject to the provisions of Clause 18, Sub-clause ‘j’, and Clause 22, §4, Sub-clause ‘g’;

 

  l) formulation, for decision by the Board of Directors or the General Meeting of Stockholders, of policies complementary to these by-laws, including the policy on stockholding interests.

 

  §5 Acts that are necessary for the regular functioning of the Company, signature of contracts, and other legal transactions, shall be carried out by the Chief Executive Officer, jointly with one Executive Officer, or by two Executive Officers, or by a person holding a valid power of attorney.

 

  §6 Powers of attorney must be granted by the Chief Executive Officer, jointly with one Executive Officer, except for the power described in Sub-clause ‘c’ of Sub-item I of Clause 23, for which only the signature of the Chief Executive Officer is required.

 

  §7 Subject to the provisions of these by-laws the Executive Board may delegate powers to approve and sign legal transactions relating to matters in the remit of the bodies pertaining to each Executive Officer, for ordinary acts of management, including sale of electricity.

 

  §8 The financial limits for decision by the Executive Board that correspond to a percentage of the Company’s Stockholders’ equity shall be automatically adopted upon approval of the financial statements of each year.

 

  §9 At the limits of its competencies and areas of autonomy, the Executive Board may attribute, by formal act, limits of autonomy to lower levels, upon composition of technical committees with decision capacity in specific subjects.

 

Clause  23 Subject to the provisions in the preceding Clauses and good corporate governance practices, it shall be the duty of each member of the Executive Board to comply with these by-laws, the decisions of the General Meeting of Stockholders and of the Board of Directors, the Internal Regulations and the decisions of the Executive Board, and cause others to comply with them. The duties of the members of the Executive Board, among others, are as follows:

 

  I– Duties of the Chief Executive Officer:

 

  a) to coordinate and manage the work of the Company, and all the strategic and institutional activities of the affiliated companies, subsidiaries and consortia in which the Company has an interest;

 

  b) to coordinate preparation, consolidation and implementation of the Company’s Long-term Strategy and Multi-year Business Plan, and those of the affiliated and subsidiary companies – in the latter case, jointly with the Chief Officer responsible, and in both cases with the participation of the other Chief Officers;

 

  c) to represent the Company in the Courts, on the plaintiff or defendant side;

 

  d) to sign, jointly with one Chief Officer, documents which bind the Company;

 

  e) to present the annual report on the Company’s business to the Board of Directors and to the Ordinary General Meeting of Stockholders;

 

  f) to hire and dismiss employees of the Company;

 

  g) to conduct the activities of the Governance Office, Strategic Planning, Compliance, and Corporate Risk Management;

 

  h) jointly with the Chief Officer responsible, to propose to the Executive Board nominations for management positions in the Company; and

 

  i) to propose the nominations for positions of Management and on the Audit Boards of the wholly-owned and other subsidiaries, affiliated companies and consortia in which the Company has an interest, and of the statutory bodies of Fundação Forluminas de Seguridade Social (Forluz) and Cemig Saúde, after consultation of the Chief Officer responsible.

 

56


Table of Contents
  II– Duties of the Deputy CEO:

To substitute the CEO in the event of absence, leave, vacancy, impediment or resignation, and other functions.

 

  III– Duties of the Chief Finance and Investor Relations Officer:

To manage the processes and activities relating to the financial area and relations with investors.

 

  IV– Duties of the Chief Corporate Management Officer:

To plan and arrange the activities relating to supply of materials and services, infrastructure, information technology, telecommunications and transactional services.

 

  V– Duties of the Chief Distribution and Trading Officer:

To manage the processes and activities of distribution and sales of electricity.

 

  VI– Duties of the Chief Generation and Transmission Officer:

To manage the processes and activities of generation and transmission of electricity.

 

  VII– Duties of the Chief Trading Officer:

To manage the processes and activities relating to trading of electricity and the electricity system, market planning, and commercial relationship, in the Free Market for electricity in Brazil.

 

  VIII– Duties of the Chief Officer for Management of Holdings:

To manage the processes and activities relating to accompaniment of the management of the Company’s wholly-owned subsidiaries with the exception of Cemig GT and Cemig D, other subsidiaries, affiliated companies, and negotiation and implementation of partnerships, consortia, associations and special-purpose companies, obeying the Policy on Holdings.

 

  IX– Duties of the Chief Officer for Human Relations:

To coordinate the policy and actions in the management of people of the Company, its wholly owned subsidiaries and other subsidiaries.

 

  X– Duties of the Chief Counsel:

To plan, coordinate and manage the legal activities of the Company and its wholly-owned subsidiaries and subsidiaries.

 

  XI– Duties of the Chief Officer for Institutional Relations and Communication:

To coordinate and administer processes and activities related to communication and institutional relations, externally and internally, in the area related to the Company and its wholly-owned and other subsidiaries.

 

  §1 In relation to the affiliated companies the Executive Officers shall act at all times in obedience to the related by-laws or articles of association and stockholders’ agreements.

 

  §2 The competencies to enter into contracts and other legal transactions and for constitution of any obligation in the name of the Company given to the Chief Officers under this Clause do not exclude the competency of the Executive Board and of the Board of Directors, as the case may be, nor the need for obedience to the provisions in these Bylaws in relation to the financial limits and to prior obtaining of authorizations from the management bodies, when required.

 

  §3 As well as exercise of the duties set for them in these Bylaws, each Chief Officer’s Department has the right to cooperation, assistance and support of the other Chief Officer’s Departments in the areas of its respective competencies, aiming for the Company’s success in its greater objectives and interests.

 

  §4 It is the competency of each Chief Officer, within the area of his/her activity, to arrange for the actions necessary for compliance with and effective implementation of the work safety policies approved by the Company.

 

  §5 The individual attributions of each Chief Officer are set specifically in the Internal Regulations of the Executive Board. Among others, these include the following:

 

  a) to propose to the Executive Board, for approval or submission to the Board of Directors or the General Meeting of Stockholders, approval of legal transactions in the Chief Officer’s area of activity;

 

  b) to propose, implement and manage the work safety policy within the scope of his/her activities;

 

  c) to disclose, at least annually, to the Executive Board, the reports on performance related to the activities which he/she coordinates and monitors; and

 

  d) to represent the Company in relations with the market, the bodies, associations and other related entities of the electricity sector, including those of regulation and inspection.

 

57


Table of Contents

Section III

The Audit Committee

 

Clause  24 The Audit Committee is an independent, consultative, permanent body, with its own budget allocation. Its objective is to provide advice and support to the Board of Directors, to which it reports. It also has the responsibility of other activities attributed to it by legislation.

 

  §1 The Audit Committee has three members, the majority of them independent, nominated and elected by the Board of Directors, in the first meeting after the Annual General Meeting, for periods of office of three years, not to run concurrently. One re-election is permitted.

 

  §2 Exceptionally, in the first election of the members of the Audit Committee, one member shall be elected for a period of office of two years.

 

  §3 The minutes of the meetings of the Audit Committee, which shall be every two months, must be disclosed, except when the Board of Directors considers that disclosure might put legitimate interest at risk, and in this case only its summary shall be disclosed.

 

  §4 The restriction in §3 may not be used in opposition to the control and/or inspection bodies to which the Company, and its wholly-owned and other subsidiaries, are subject – these shall have total and unrestricted access to the content of the minutes of the Audit Committee, subject to the obligation of secrecy and confidentiality.

 

  §5 The internal control over the Company entrusted to the Office of the General Inspector (‘Controladoria’) of Minas Gerais State shall be of a subsidiary nature, and shall be subject to the principles of motivation, reasonableness, appropriateness and proportionality, and it must make itself compatible with the duties of the Internal Audit Unit and the Audit Committee.

 

Clause  25 The Audit Committee may exercise its duties and responsibilities in relation to such wholly-owned and other subsidiaries of the Company as adopt the regime of sharing of a Common Audit Committee.

 

Clause  26 The following are attributions and duties of the Audit Committee:

 

  a) to state opinion on contracting, and dismissal, of external auditors;

 

  b) to supervise the activities of the independent auditors, evaluating their independence, the quality of the services provided and the appropriateness of such services to the Company’s needs;

 

  c) to supervise the activities carried out in the areas of internal control, internal audit and preparation of the financial statements;

 

  d) to monitor the quality and integrity of the internal control mechanisms, the financial statements and the information and measurements disclosed by the Company;

 

  e) to evaluate and monitor the Company’s exposures to risk – it may requisition, among other matters, detailed information on policies and procedures relating to compensation of the management, utilization of assets, and expenditures incurred in the name of the Company;

 

  f) to evaluate and monitor, jointly with the management and the Internal Audit Unit, the appropriateness of the transactions with related parties;

 

  g) to prepare an annual report with information on its activities, results, conclusions and recommendations, reporting any significant divergence between management, the independent auditors and the Audit Committee in relation to the financial statements;

 

  h) to assess the reasonableness of the parameters on which the actuarial calculations are based, and the actuarial result of the benefit plans maintained by the pension fund, when the Company is sponsor of a closed private pension plan entity;

 

  i) to give opinion, in such a way as to assist the stockholders – in their appointment of managers, members of the Board of Directors’ support committees, and members of the Audit Board – on compliance with the requirements of, and absence of prohibitions for the related elections; and

 

  j) to verify compliance in the process of evaluation of managers, members of the Board of Directors’ support committees, and members of the Audit Board.

 

  §1 If an eligibility and evaluation committee is created, the competencies described in sub-clauses ‘i’ and ‘j’ of this Clause shall be transferred to that body.

 

58


Table of Contents
Clause  27 The Audit Committee has operational autonomy to conduct or decide on carrying out of consultations, evaluations and investigations within the scope of its activities, including contracting and use of independent external specialists.

 

  §1 The Audit Committee must have the means for receiving accusations, including those of a confidential nature, internal and external to the Company, on subjects related to its area of duties.

CHAPTER V

Control Areas

 

Clause  28 The following are Control Areas: Internal Audit, Compliance, and Corporate Risk Management.

 

  §1 The Control Areas operate with independence, and have the prerogative of reporting directly to the Board of Directors, as applicable, in accordance with the applicable legislation.

 

Clause  29 The Internal Audit Unit is linked to the Board of Directors, with a view to preparation of the financial statements, and is responsible for assessing:

 

  a) appropriateness of internal controls, and the effectiveness of risk management and the governance process; and

 

  b) reliability of the process of collection, measurement, classification, accumulation, recording and disclosure of events and transactions.

 

Clause  30 The Compliance Area, linked to the Chief Executive Officer, is responsible for:

 

  a) managing the Company’s compliance program, exercising prevention, detection of and response to failures in compliance with the internal and external rules and any deviation of conduct; and

 

  b) coordinating and defining the methodology to be used in the management of internal controls.

 

  §1 The officer responsible for the Compliance Area reports directly to the Board of Directors in any situations in which involvement of the Chief Executive Officer in irregularities is suspected or when that Officer, having received a report of a situation, evades the obligation to adopt measures that are necessary in relation to it.

Clause  31 The Corporate Risk Management Area, linked to the CEO and led by a statutory director, is responsible for:

 

  a) coordinating and mapping the management of the portfolio of corporate risks;

 

  b) supporting the other areas of the Company in adoption of the decisions on the corporate risk policy and adoption of the risk appetite parameters decided by the Board of Directors; and

 

  c) deciding the methodology to be used in corporate risk management and supporting the other areas in its implementation.

 

  §1 The risk management area shall periodically send reports to the Audit Committee containing its indications and recommendations.

CHAPTER VI

The Audit Board

 

Clause  32 The Audit Board shall function permanently, and shall comprise five sitting members and their respective substitute members, who shall be elected for a period of office of two years, when a General Meeting of Stockholders is held.

 

  §1 The following rules for appointment must be obeyed in the composition of the Audit Board:

 

  a) The minority holders of common shares, and the holders of preferred shares, both have the right to elect, in separate votes, one member each, in accordance with the applicable legislation.

 

  b) The majority of the members shall be elected by the controlling stockholder of the Company, and at least one shall be a government employee with a permanent link to the Public Administration.

 

  §2 The Audit Board shall elect its Chair from among its members, and the Chair shall call and chair the meetings.

 

  §3 Where appointment of members of the Audit Board of subsidiary and/or affiliated companies is a competency of the Company, this shall be done according to criteria and an eligibility and assessment policy approved by the Board of Directors.

 

59


Table of Contents
Clause  33 In the event of resignation, death or impediment, a member of the Audit Board shall be replaced by his or her respective substitute, until the new member is elected, and such member shall be chosen by the same party that appointed the substitute.

 

Clause  34 The Audit Board shall have the attributions set by the applicable legislation and, to the extent that they do not conflict with Brazilian legislation, those required by the laws of the countries in which the Company’s shares are listed and traded, including the following:

 

  a) to monitor and inspect, through any one of its members, the acts of the managers and to verify compliance with their duties under the law and by-laws;

 

  b) to give opinion on the annual report of management, and to include in such opinion any such complementary information that it deems to be necessary or useful to the decision of the General Meeting of Stockholders;

 

  c) to give opinion on any proposals made by the management bodies, to be submitted to the General Meeting of Stockholders or the Board of Directors, as the case may be, in relation to change in share capital, issue of debentures or warrants, investment plans and/or capital budgets, distribution of dividends, transformation, absorption, merger or split;

 

  d) to report, through the person of any of its members, to the management bodies and, if these do not take the measures necessary for the protection of the Company’s interests, to the General Meeting of Stockholders, any errors, frauds or crimes that they discover, and suggest measures that will be useful to the Company;

 

  e) to call the Annual General Meeting, if the management bodies delay its convocation by more than 1 (one) month, and to call an Extraordinary Meeting of Stockholders whenever there are serious or urgent reasons, and include on the agenda of such Meetings whatever matters they consider to be necessary;

 

  f) to analyze, at least quarterly, a trial balance and other financial statements prepared periodically by the Company;

 

  g) to examine the financial statements for the business year and to give opinion on them; and

 

  h) to carry out these functions during liquidation, having in mind the special provisions that regulate that procedure.

 

Clause  35 The global or individual compensation of the members of the Audit Board shall be set by the General Meeting of Stockholders which elects it, in accordance with the applicable legislation.

CHAPTER VII

The Business Year

 

Clause  36 The business year shall coincide with the calendar year, closing on December 31 of each year, when the Financial Statements shall be prepared, in accordance with the applicable legislation. Financial statements for periods of six months or interim statements for shorter periods may be prepared.

 

Clause  37 Before any sharing of the profit, there shall be deducted from the result for the business year, in this order: retained losses, the provision for income tax, the Social Contribution tax on Net Profit, and then, successively, employees’ and managers’ profit shares.

 

  §1 The net profit ascertained in each business year shall be allocated as follows:

 

  a) 5% (five per cent) to the legal reserve, up to the maximum limit specified by law;

 

  b) 50% (fifty per cent) distributed as mandatory dividend to the stockholders of the Company, subject to the other terms of these Bylaws and the applicable legislation; and

 

  c) the balance, after the retention specified in a capital expenditure and/or investment budget prepared by the Company’s management, in compliance with the Company’s Long-term Strategy and the dividend policy contained therein and duly approved, shall be applied in the constitution of a profit reserve for the purpose of distribution of extraordinary dividends, in accordance with Clause 30 of these by-laws, up to the maximum limit specified by Clause 199 of the Corporate Law.

 

60


Table of Contents
Clause  38 The dividends shall be distributed in the following order:

 

  a) the minimum annual dividend guaranteed to the preferred shares;

 

  b) the dividend for the common shares, up to a percentage equal to that guaranteed to the preferred shares.

 

  §1 Once the dividends specified in Sub-clauses ‘a’ and ‘b’ of the head paragraph of this clause have been distributed, the preferred shares shall have equality of rights with the common shares in any distribution of additional dividends.

 

  §2 The Board of Directors may declare interim dividends, in the form of Interest on Equity, on account of retained earnings, profit reserves or profit reported in half-yearly or interim statements of financial position.

 

  §3 The amounts paid or credited as Interest on Equity, in accordance with the relevant legislation, shall be imputed as on account of the amounts of the mandatory dividend or of the dividend payable under the Bylaws to the preferred shares, being for all purposes of law a part of the amount of the dividends distributed by the Company.

 

Clause  39 Without prejudice to the mandatory dividend, every two years, or more frequently if the Company’s availability of cash so permits, the Company shall use the profit reserve specified in Sub-clause ‘c’ of Clause 37 of these by-laws for the distribution of extraordinary dividends, up to the limit of cash available, as determined by the Board of Directors, in obedience to the Company’s Long-term Strategy and the dividend policy contained therein.

 

Clause  40 The dividends declared, mandatory or extraordinary, shall be paid in 2 (two) equal installments, the first by June 30 and the second by December 30 of each year, and the Executive Board shall decide the location and processes of payment, subject to these periods.

 

  §1 Dividends not claimed within a period of 3 (three) years from the date on which they are placed at the disposal of the stockholder shall revert to the benefit of the Company.

 

Clause  41 The employees have the right to a share in the profits or results of the Company, on criteria authorized by the Executive Board based on the guidelines approved by the Board of Directors and limits established by the General Meeting of Stockholders, in accordance with the applicable legislation.

CHAPTER VIII

Liability of Management

 

Clause  42 Under the applicable law and regulations, and these by-laws, members of the Company’s management are accountable to the Company and to third parties for actions they take in exercise of their functions.

 

Clause  43 The Company will provide defense, on the plaintiff or defendant side, for members and former members of the Board of Directors, the Audit Board and the Executive Board in Court and/or administrative proceedings, during or after their periods of office, occasioned by events or acts related to the exercise of their specific functions.

 

  §1 This guarantee also extends to employees who legally carry out actions by delegation or acting under authority from members of the Company’s Management.

 

  §2 Upon decision by the Board of Directors, the Company may contract third-party liability insurance to cover procedural expenses, fees of counsel and indemnities arising from legal or administrative actions referred to in the head paragraph of this Clause.

 

  §3 Contracting of insurance may also cover defense of the insured parties in other spheres, provided that the acts in question do not show manifest illegality or abuse of power.

 

  §4 If funding of procedural expenses, fees and/or other expenses is less expensive than contracting or activation of insurance, the Company may contract a specialized external office for defense in relation to the acts being impugned.

 

  §5 Any member of the Board of Directors or the Audit Board, or any Chief Officer or employee, who is convicted of a crime in a final judgment against which there is no further appeal, must reimburse the Company all the costs, expenses and losses caused to it.

 

61


Table of Contents

CHAPTER IX

Resolution of disputes

 

Clause  44 The Company, its stockholders, managers and members of the Audit Board undertake to resolve through arbitration, preceded by mediation, before the Market Arbitration Chamber (CAM) of the B3 or the FGV Mediation and Arbitration Chamber, all and any dispute or controversy that may arise between them related to or arising from, in particular, the application, validity, efficacy, interpretation or violation of the provisions contained in the applicable legislation and regulations, the by-laws, any stockholders’ agreements filed at the head office, the rules issued by the Brazilian Securities Commission, or the other rules applicable to the functioning of the capital markets in general, as well as those contained in the Level 1 Regulations of the B3.

 

  §1 Without prejudice to the validity of this arbitration clause, application for urgency measures, before the arbitration tribunal has been constituted, should be remitted to the Judiciary, through the courts of the legal distinct of Belo Horizonte, Minas Gerais.

CHAPTER X

General provisions

 

Clause  45 Admission to the permanent staff of employees of the Company shall be by approval in a public competition.

 

  §1 The employees are subject to the applicable employment law and the internal regulations of the Company.

 

Clause  46 In contracts entered into, and other legal transactions, between the Company and its related parties, including the State of Minas Gerais, the Company’s policy of transactions with related parties shall be obeyed.

 

Clause  47 References to the term ‘applicable legislation’ in these by-laws includes reference to the regulatory rules, subject to the prevalence of Law over rules of an infra-legal nature.

 

Clause  48 Financial covenants currently in effect for the Company must obligatorily be mentioned in the Company’s policy on dividends and indebtedness, to be approved by the General Meeting of Stockholders.

 

Clause  49 Policies complementary to these by-laws, required by the applicable legislation, shall be approved by the Board of Directors upon proposal by the Executive Board.

 

Clause  50 Upon being sworn in, and annually, management, members of the Audit Board and members of the Audit Committee, including the representatives of employees and minorities, must take part in specific trainings made available by the Company on the following subjects:

 

  a) corporate law and the capital markets;
  b) disclosure of information;
  c) internal controls;
  d) code of conduct;
  e) Federal Law 12846 of August 1, 2013;
  f) tenders and contracts;
  g) other subjects related to the Company’s activities.

 

  §1 Those who have not participated in annual training made available by the Company in the last two years are prohibited from being re-appointed to their positions.

 

Clause  51 For the purposes of the provisions of Article 17, §2, IV and Article 22, §1, V of Law 13303/2016 and Article 26, IX of State Decree 47154 of February 20, 2017, contracting of Cemig or its wholly-owned subsidiaries for activities carried out under natural monopoly, in the role of consumer, are not considered to be activities preventing appointment as managers, nor as independent managers.

 

62


Table of Contents

CHAPTER XI

Transitory provisions

 

Clause  52 The rules relating to the members of the Board of Directors, the Executive Board, the Audit Board and the Audit Committee specified in the by-laws shall be applied as from the first periods of office beginning after the change in these by-laws, reflecting the adaptation specified by Law 13303/2016 and State Law 47154/2017.

 

  §1 Exceptionally, the first period of office of the members of the Board of Directors, the Executive Board and the Audit Board shall begin with the election held immediately after the approval of these by-laws, ending at the Annual General meeting of 2020.

 

  §2 The inter-regnum period between the Annual General Meeting held on April 30, 2018 and the election immediately after the approval of these by-laws shall not be considered as a new period of office for the purposes of Clause 13, §2, Clause 19 and Clause 32 of these by-laws.

 

Clause  53 Until the representative of the employees on the Board of Directors is chosen in accordance with sub-clause ‘c’ of §3 and §4 of Clause 13 of these by-laws, an employee who complies with these specific requirements shall be designated as substitute member, and the unions representing the various groups of employees shall be advised of the designation.

 

Clause  54 The internal processes, organizational structure, names and terms used in the Company on the date of approval of these by-laws shall remain operative until the Board of Directors lays down the specific new arrangements.

 

Clause  55 Any cases of omission in these by-laws shall be resolved by the General Meeting of Stockholders, subject to the applicable legislation.

 

II. Orientation, of the representatives of Cemig at the Extraordinary General Meetings of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., to vote in favor of the change to the by-laws and election of the members of the Board of Directors and Audit Board.

As can be seen, the objective of this proposal is to meet the legitimate interests of the stockholders and of the Company, and for this reason it is the hope of the Board of Directors that it will be approved.

 

  (b) Belo Horizonte, May 8, 2018

 

Adézio de Almeida Lima

Marco Antônio Soares da Cunha Castello Branco

Bernardo Afonso Salomão de Alvarenga

Daniel Alves Ferreira

José Pais Rangel

  

Luiz Guilherme Piva

Marcelo Gasparino da Silva

Marco Aurélio Crocco Afonso

Patrícia Gracindo Marques de Assis Bentes

 

63


Table of Contents

INDEX OF APPENDICES

 

Appendix 1 –   

Report detailing the origin and justification of the proposed alterations and analyzing their legal and economic effects.

 

Appendix 2 –   

Election of the Board of Directors to a new period of office, if the change in the by-laws is approved: Information on candidates for election to the Board of Directors as per Items 12.5 to 12.10 of the Reference Form.

 

Appendix 3 –   

Election of the Audit Board, for a new period of office, if the change in the by-laws is approved: Information on candidates for election to the Audit Board as per Items 12.5 to 12.10 of the Reference Form.

 

 

64


Table of Contents

APPENDIX 1

II – Report detailing the origin and justification of the proposed alterations and analyzing their legal and economic effects

Changes to the by-laws:

Justifications:

 

  a) On June 30, 2016 Federal Law 13303 came into force, with provisions on the legal form of by-laws of a publicly-owned company, a mixed-economy company and its subsidiaries, at the federal, state and federal district, and municipal levels. The law on State Companies, as it is known, regulated Article 173 §1 of the Constitution of 1988, covering subjects such as governance, corporate organization, control, bids/tenders and contracts, applicable to state-controlled companies;

 

  b) The State Companies Law establishes a series of corporate governance and transparency mechanisms to be obeyed by the state-controlled companies, with the rules for publication of information, risk management practices, codes of conduct, forms of oversight by the State and by society, constitution and functioning of the Boards, and minimum requirements for appointment of managers;

 

  c) The State Companies Law orders the companies to which it applies to adapt their by-laws, to comply with good corporate governance practices, ranging from criteria for financial performance to social and environmental responsibility.

 

  d) The strong point of the State Companies Law has been to give detailed rules on oversight and control with a view to greater transparency in corporate governance, avoiding conflicts of interests and enabling timely control of the State company when there are strategic decisions to be made.

 

  e) Minas Gerais State Decree 47154, which came into force on February 20, 2017, governs the legal by-laws of a public company, a mixed-economy company and their subsidiaries, at the level of Minas Gerais State, in the terms of Federal Law 13303/2016.

 

  f) This State Decree regulated the State Companies Law, covering the provisions contained in it so as to adapt to the context of the Minas Gerais state companies, and for this reason its provisions must obligatorily be obeyed by Cemig.

 

  g) The new rules are to be applied after the revision of the by-laws, within a maximum of 24 months – this period expires on June 30, 2018. The transition period was granted to enable the state companies to review their internal rules and corporate management procedures.

 

  h) As a result of Law 13303/2016 and State Decree 47154/2017, Cemig has to make the necessary adaptation to the by-laws to comply with the said legislation.

 

  i) The proposed drafting not only results in the by-laws complying with the legislation, but also improves the provisions of the by-laws.

Economic impacts:

 

  a) The reduction in the number of members of the Board of Directors from 15 (fifteen) and their corresponding substitute members, to 9 (nine) sitting members and their corresponding substitutes, reduces the amount spent on fees and other expenses in relation to six members of the Board of Directors;

 

  b) There is institution of fees and other resulting expenses in relation to the three members of the Audit Committee.

Legal effects:

 

  a) Adaptation to Federal Law 13303/2016, and to State Decree 47154/2017

 

65


Table of Contents

APPENDIX 2

Details of candidates for membership of the

Board of Directors

and the

Audit Board

 

 

Candidates for the Board of Directors

 

12.6. Information about the Board Member:

Name:     Adézio de Almeida Lima

Date of birth:    May 15, 1955

Profession:     Economist

CPF:     411.419.546-72

Position proposed:    Sitting member

Date of election:    June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office:    0

 

12.7. Please supply the information mentioned in item 12.6 in relation to the members of the committees formed under the by-laws, and also of the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not created by the Bylaws.

 

12.8. Please supply:

 

  a. Summary CV, containing:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are (i) Cemig companies, or (ii) companies of parties directly or indirectly holding at least 5% of the Common (ON) or preferred (PN) shares in Cemig.

 

66


Table of Contents

Companhia Energética de Minas Gerais – Cemig: Chief Finance and Investor Relations Officer

Member of the Board of Directors of Fras-Le S.A.

Minas Gerais Development Bank (BDMG) – Member of the Board of Directors and Coordinator of the Audit Committee

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

 

  b. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes    – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a) Any other manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b) Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the controlled company:

 

  c) Any administrator/s of the State of Minas Gerais:

No

Yes    – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the company/ies:

 

 

67


Table of Contents
  b. With the State of Minas Gerais and/or AGC Energia S.A. (company of the Andrade Gutierrez Group);

No

Yes    – If yes, describe the relationship:

Minas Gerais Development Bank (BDMG) – Member of the Board of Directors and Coordinator of the Audit Committee

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No

Yes    – If yes, describe the relationship and the company/ies

 

 

68


Table of Contents

 

 

12.5. Information about the Board Member:

Nome:    Agostinho Faria Cardoso

Date of birth:    May. 22, 1959

Profession:    Engineer

CPF:    355.759.566-87

Position proposed:    Substitute member

Date of election:     June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine that status: IBGC.

Number of consecutive periods of office:    1

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

RI Consultoria e Treinamento—RIconsult

Proprietor and Senior Consultant, since 2014;

Companhia Energética de Minas Gerais

General Manager, 2001 to 2013

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Companhia Energética de Minas Gerais

General Manager, 2001 to 2013

 

  c. Description of any of the following events that have taken place in the last 5 years:

 

  a. any criminal conviction;

No

Yes    – If yes, describe:

 

  b. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

 

 

69


Table of Contents
  c. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

☒ No.

Yes    – If yes, describe the relationship:

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No    

Yes    – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

No    

Yes    – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the company(ies): Consultant for relations for Light

 

  b. with the State of Minas Gerais;

No

Yes    – If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No

Yes    – If yes, describe the relationship and the company/ies

 

70


Table of Contents

 

 

12.5. Information about the Board Member:

Name:    Antônio Carlos de Andrada Tovar

Date of birth:    June 7, 1973

Profession:    Engineer

CPF:    074.171.737-99

Position proposed:    Substitute member

Date of election:    June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:     Assistant to the Executive Board.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:    No

Number of consecutive periods of office:    1

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

The Brazilian Development Bank (BNDES)

Unlisted company

From July 2001 to February 2015

Summary description: Before taking over as head of the Department of Alternative Energy Sources in 2010 he was manager of the Transport and Logistics Department and engineer in the Gas and Oil Department. In recent years he has actively taken part in the structuring of financings for numerous infrastructure projects, including wind farms, hydroelectric plants, thermal plants, transmission lines, gas pipelines, navigation, ports, railroads and highways.

The BNDES is a federal public company, currently linked to the Trade and Industry Ministry (MDIC). Today it is the principal instrument of long-term financing for investment in all segments of the economy, in a policy that includes the social, regional and environmental dimensions.

Since its foundation in 1952 the BNDES has made an outstanding contribution with its support for farming, industry, commerce and services, offering special terms for micro-, small and medium-sized companies. It also has put in place lines of social investment, directed toward education and health, family farming, water and sewerage services, and urban transport.

The BNDES has three wholly-owned subsidiaries: FINAME, BNDESPAR and BNDES PLC. Together they constitiute ‘the BNDES System’.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Substitute member of the Board of Directors of Companhia Energética de Minas Gerais—Cemig since May 2017.

Member of the Board of Directors of Energia Paulista S.A.—2003 and 2004

Member of the Audit Board of AES Tietê S.A. for the year 2005.

Transmissora Aliança de Energia Elétrica S.A. (‘Taesa’). 2016-2017

 

71


Table of Contents
  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes    – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a) Any other manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b) Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the controlled company:

 

  c) Any administrator/s of the State of Minas Gerais:

No

Yes    – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the company/ies: Cemig – Adviser to the CEO;

 

  b. With the State of Minas Gerais;

No

Yes    – If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No

Yes    – If yes, describe the relationship and the company/ies

 

 

72


Table of Contents

 

 

12.5. Information about the Board Member:

Nome:    Bernardo Afonso Salomão de Alvarenga

Date of birth:    December 23, 1951

Profession:    Electrical engineer

CPF:    154.691.316-53

Elected office:    Sitting member of Board of Directors

Date of election:    June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    CEO.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:    No

Number of consecutive periods of office:    1

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are (i) Cemig companies, or (ii) companies of parties directly or indirectly holding at least 5% of the Common (ON) or preferred (PN) shares in Cemig.

Ponta Energia Consultores Associados Ltda.

Managing partner – August 2013 to December 2016

Usiminas – Director, Electricity – May 2011 to November 2012

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Engineer in Operational Sales Division – 1980–85

Advisory Engineer, Operational Sales Department, 1985–90;

Advisory Engineer, Pre-operational Sales Department, 1990–92;

Advisory Engineer, Transmission Consumers Sales General Management Unit, 1993–5

Manager, Operational Sales Department, Large Clients – 1995–8;

General Manager, Large Client Sales – 1998–2001;

General Manager, Commercial Relations with Corporate Clients – 2001–5;

Advisor to the Chief Distribution and Sales Officer’s Department – Oct.–Dec., 2005;

Adviser to the Chief Finance and Investor Relations Officer’s Department, Jan.–Feb., 2006;

General Manager, Wholesale Sales and Trading – March 2006 – April 2007;

Chief Trading Officer of Cemig, Cemig D and Cemig GT – April 2007 – January 2011;

CEO of Cemig, Cemig D and Cemig GT, December to date;

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes    – If yes, describe:

 

73


Table of Contents
  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

No

Yes    – If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the company/ies:

 

  b. With the State of Minas Gerais;

No

Yes    – If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No

Yes    – If yes, describe the relationship and the company/ies:

Ponta Energia Consultores Associados Ltda.    – Managing Partner

 

74


Table of Contents

 

12.5. Information about the Board Member:

Name:    Cristian Regis Duarte Silva

Date of birth:    April 30, 1971

Profession:    Media Communication

CPF:    583432616-15

Position proposed:    Substitute member

Date of election:    June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office: 0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

 

    Cristian Regis has a degree in Communication with specialization in Public Relations from UNI-BH and Executive MBA in Management from FGV.

 

    Real estate consultant since 2017.

 

    Tervit Serviços Ltda.

Sales Manager / Executive Manager, from 2006 to 2016.

 

  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

b)    Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes    – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

 

75


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:
  a. Manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No

Yes    – If yes, describe the relationship:

 

  c. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes    – If yes, describe:

 

  d. (i) managers of the Issuer and (ii) managers of direct or indirect controlling stockholders of the Issuer

No

Yes    – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes    – If yes, describe the relationship and the company/ies:

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes    – If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes    – If yes, describe the relationship and the company/ies

 

 

76


Table of Contents

 

12.5. Information about the Board Member:

Name:    José Maria Rabelo

Date of birth:    August 3, 1955

Profession:    Lawyer

CPF:    232814566-34

Position proposed:    Substitute member

Date of election:    June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive perniods of office: 0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

 

    Companhia Energética de Minas Gerais—Cemig – Chief Business Development Officer (october 2017 to March 2018);

 

    Chief Executive Officer of the National Authority for Supplementary Pension Plans (Superintendência Nacional de Previdência Complementar)—PREVIC—March 2011 to June 2014.

 

  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

 

a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes    – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

 

77


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:
  e. Manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  a. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No

Yes    – If yes, describe the relationship:

 

  b. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes    – If yes, describe:

 

  c. (i) managers of the Issuer or (ii) managers of direct or indirect controlling stockholders of the Issuer

No

Yes    – If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes    – If yes, describe the relationship and the company/ies:

Companhia Energética de Minas Gerais—Cemig – Chief Business Development Officer (October 2017 to March 2018);

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes    – If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes    – If yes, describe the relationship and the company/ies:

 

78


Table of Contents

 

 

12.5. Information about the Board Member:

Name:     Luiz Guilherme Piva

Date of birth:     June 2, 1962

Profession:     Economist

CPF:     454.442.936-68

Position proposed:     Sitting member

Date of election:      June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:DJSI

Number of consecutive periods of office: 2

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

LCA Consultores

 

    Chief Investment and Corporate Finance Officer – 2007 to 2012.

Angra Partners

 

    Chief Investment Officer – 2012–2013

Itatiaia Móveis

 

    CEO – Managing Director—industrial company with 2,000 employees and annual sales revenue of R$ 800 million – 2013–2014.

Director of Minas Gerais Development Bank (BDMG).

 

    Responsible for Structured Operations, Capital Markets Product Development; and, currently, Internal Controls.

 

    Adviser to the CEO for Structured Operations and Capital Markets – 2014–15; Coordinator of Private Equity projects and funds, FIDCs and PPPs.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

 

a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes    – If yes, describe:

 

79


Table of Contents

ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes    – If yes, describe:

iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes    – If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

No

Yes    – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No    

Yes    – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

No

Yes – If yes, describe the relationship:

Director of Minas Gerais Development Bank (BDMG).

Adviser to the office of the CEO of BDMG.

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No    

Yes    – If yes, describe the relationship and the company/ies:

 

80


Table of Contents

 

12.5. Information about the Board Member:

Name:     Marco Aurélio Crocco Afonso

Date of birth:     June 29, 1961

Profession:     Economist

CPF:     382386166-20

Position proposed:     Sitting member

Date of election:     June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office: 0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

 

    Marco Crocco has a degree in economics from Universidade Federal de Minas Gerais, master’s degree in industrial economics and technology from UFRJ, and PhD in economics from the University of London, with post-doctorate studies at the University of Cambridge, UK, and Paris-Dauphine (Paris IX), France.

 

    Professor of Economics at UFMG, Level 1 Researcher at the National Science and Technology Development Council (Conselho Nacional de Desenvolvimento Cientifico e Tecnológico, CNPq). He is a specialist in monetary economics and regional development. He has published 39 scientific articles in Brazilian and international publications, edited 4 books and published 32 book chapters. His research has been concentrated in aspects of economic and regional development, with a strong emphasis on industrial policy and innovation. In the last ten years he has specialized in studies on the relationship between the financial system and regional development, in its innumerable dimensions, such as: regional impacts of monetary policy; bank management and regional development; financialization and territory; microcredit; and financial inclusion and education.

 

    In his academic career he has held several administrative positions in the Federal University of Minas Gerais. He was the Head of the Economics Department, coordinator of postgraduation in economics, and vice-rector of the Economics Faculty. From 2010 to 2014 he was CEO of the Research Development Foundation (Fundep) of UFMG. During his tenure Fundep began to support projects of institutions outside UFMG, such as the Brazilian Space Agency, the National Nuclear Energy Commission, INEP, ITA and others. In 2012 he became president of Confies, the National Support Council for Higher Education and Science and Technology Research Institutions (Conselho Nacional das Fundações de Apoio às Instituições de Ensino Superior e de Pesquisa Científica e Tecnológica). In this period he negotiated directly with MEC and MCTI (Brazil’s Education and Trade Ministries), and their new regime of Differentiated Procurement.

 

    Also during his tenure at Fundep he structured the UFMG Spinoffs Support Program, by creating the commercial holding company Fundep Participações S.A., which invests in companies that are born from the technology base of UFMG, thus also strengthening the relationship between the university and companies.

 

    he is currently CEO of Banco de Desenvolvimento de Minas Gerais S.A. (BDMG), Vice-president of the Brazilian Development Association (ABDE), Chair of the Board of Directors of Parque Tecnológico de Minas Gerais (BH-TEC) and the Board of Indi, the Minas Gerais Development Institute/ and a member of the Boards of: Finep (Financiadora de Estudos e Projetos), do SEBRAE-MG and the Brazil Green Finance Council.

 

    He is a coordinator of international research networks, and patron of the Regional Studies Association (RSA) – Latin America Division.

 

81


Table of Contents
  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes     – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes     – If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No

Yes    – If yes, describe the relationship and the subsidiary: Axxiom Soluções Tecnologicas S.A. – stable union

 

  c. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes     – If yes, describe:

 

  d. (i) managers of the Issuer or (ii) managers of direct or indirect controlling stockholders of the Issuer

☒ No.

Yes     – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes    – If yes, describe the relationship and the company/ies:

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes    – If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes    – If yes, describe the relationship and the company/ies

 

82


Table of Contents

 

 

12.5. Information about the Board Member:

Name:     Marco Antonio Soares da Cunha Castello Branco

Date of birth:     August 19, 1960

Profession:     Metallurgical engineer

CPF:     371.150.576-72

Date of birth:     August 19, 1960

Position proposed:     Sitting member

Date of election:     June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:                DJSI

Number of consecutive periods of office: 2

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

Usinas Siderurgicas de Minas Gerais S. A. (Usiminas)

 

    CEO – 2008 to 2010.

HYDAC Tecnologia do Brasil Ltda.

 

    Member of the Advisory Board – since 2010.

Companhia de Saneamento de Minas Gerais – Copasa

 

    Member of the Board of Directors – since 2015.

Helicópteros do Brasil S.A. – Helibras

 

    Member of the Board of Directors – since 2015.

Companhia de Desenvolvimento Econômico de Minas Gerais (Codemig)

 

    Chief Executive Officer – since 2015

 

    Member of the Board of Directors – since 2015.

 

 

83


Table of Contents
  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Usinas Siderurgicas de Minas Gerais S. A. – CEO

Ternium S. A. – Member of the Board of Directors

Vallourec S.A. – Statutory Director

Vallourec S.A. (Boulogne-Billancourt, France) – Member of the Executive Committee

V&M France S.A.S. (Boulogne-Billancourt, France) – CEO

V&M Deutschland (Düsseldorf, Germany) – CEO

V&M do Brasil S.A. (Belo Horizonte, Brasil) – Chair of the Board of Directors

V&M Corporation (Houston/USA) – Member of the Board of Directors

Hüttenwerk Krupp Mannesmann (Düisburg, Germany) – Member of the Board of Directors

Vallourec & Mannesmann do Brasil – CEO and Chair of the Board of Directors

Mannesmann S. A. – Chief Trading Officer

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No    

Yes     – If yes, describe:                

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

☒ No.

Yes     – If yes, describe:

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

No.

Yes    – If yes, describe the relationship:                

b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the subsidiary: Sister of Eliana Soares da Cunha Castelo Branco, Chief Financial Officer of Companhia de Gás de Minas Gerais—Gasmig.

 

  c. Any administrator/s of the State of Minas Gerais:

No    

Yes     – If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No    

Yes    – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

No

Yes – If yes, describe the relationship: Usinas Siderurgicas de Minas Gerais S. A. – CEO

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No    

Yes    – If yes, describe the relationship and the company/ies

 

84


Table of Contents

 

 

12.5. Information about the Board Member:

Name:     Nelson José Hubner Moreira

Date of birth:     March 16, 1954

Profession:     Electrical engineer

CPF:     443.875.207-87

Position proposed:     Substitute member

Date of election:     June 11, 2018

Date of taking office:        June 11, 2018

Period of Office:        Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence: DJSI

Number of consecutive periods of office: 2

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

Aneel (Brazilian Electricity Agency; the Brazilian Electricity Regulator).

 

    Director-General – 2009 to 2013.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Light S.A.

 

    Board of Directors: February 2015 to date.

CEB – Companhia Energética de Brasília

 

    Board of Directors: June 2014 to January 2015

Eletrobras

 

    Board of Directors: September 2005 to February 2008.

 

a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No    

Yes     - If yes, describe:                

 

85


Table of Contents
  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No.

Yes     - If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

No.

Yes    - If yes, describe the relationship:                

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No    

Yes     – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

No    

Yes     - If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No    

Yes    – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

No    

Yes    - If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No    

Yes    – If yes, describe the relationship and the company/ies

 

BOARD OF DIRECTORS

SITTING MEMBERS

  

SUBSTITUTE MEMBERS

Adézio de Almeida Lima – Chair

(for majority stockholder)

  

José Maria Rabelo

(for majority stockholder)

Marco Antônio Soares da Cunha Castello Branco

(for majority stockholder)

  

Antônio Carlos de Andrada Tovar

(for majority stockholder)

Bernardo Afonso Salomão de Alvarenga

(for majority stockholder)

  

Agostinho Faria Cardoso

(for majority stockholder)

Luiz Guilherme Piva

(for majority stockholder)

  

Cristian Regis Duarte Silva

(for majority stockholder)

Marco Aurélio Crocco Afonso

(for majority stockholder)

  

Nelson José Hubner Moreira

(for majority stockholder)

 

86


Table of Contents

Candidates for Audit Board

 

 

 

12.5. Information about the Member of the Audit Board:

Name:     Ricardo Wagner Righi de Toledo

Date of birth:     September 1, 1957

Profession:     Company manager

CPF:     299.492.466-87

Position proposed:     Sitting member

Date of election:     June 11, 2018

Date of taking office:        June 11, 2018

Period of Office:        Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine that status: IBGC and DJSI.

Number of consecutive periods of office: 0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

Companhia de Desenvolvimento Econômico de Minas Gerais (Codemig)

 

    Director – 2015 to date

Innovare Consultoria Ltda. – Economist

 

    Independent Consultant – 2012 to 2014

Usiminas S.A.

 

    Chief Officer for Strategic Planning, M&A and Strategic Alliances – 2008 to 2012

Banco Bonsucesso S.A.

 

    Deputy CEO – 2005 to 2008

Banco Simples S.A.

 

    CEO – 2002–2005

Banco Itaú-Banestado S.A.

 

    Director – 2000 to 2002.

Banco Itaú S.A.

 

    General Manager, 1997–2002.

BEMGE (Bank of the State of Minas Gerais)

 

    General Manager, 1980–1997.

 

87


Table of Contents
  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Vodafone Brasil S.A. – Member of the Board of Directors     

IAS – Indústria Aeronautica e Serviços S.A. – Member of the Board of Directors

Usiminas S.A. – Director

Banco Bonsucesso S.A. – Deputy CEO

Banco Simples S.A. – Chief Executive

Banco Itaú-Banestado S.A. – Director

Banco Itaú S.A. – General Manager

Banco Benge S.A. – General Manager

Mineração Usiminas S.A. – Member of the Board of Directors

Soluções Usiminas S.A. – Member of the Board of Directors

 

b. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No    

Yes     - If yes, describe:                

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No.

Yes     - If yes, describe:

 

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

No.

Yes    - If yes, describe the relationship:                

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No    

Yes     – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

No    

Yes     - If yes, describe:

 

88


Table of Contents
12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No    

Yes     – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

No    

Yes    - If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No

Yes— If yes, describe the relationship and the company(ies): Usiminas is a corporate client of Cemig

 

89


Table of Contents

 

 

12.5. Information about the Member of the Audit Board:

Name:     Geber Soares de Oliveira

Date of birth:     August 16, 1962

Profession:     Accountant

CPF:     373.022.806-49

Position proposed:     Sitting member

Date of election:     June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine that status: IBGC and DJSI.

Number of consecutive periods of office: 0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

Minas Gerais State Department of Finance

General Manager of the Central Financial Management Unit

Activities: Planning, coordination and control of the activities related to financial administration and management of the state’s financial resources; preparation and management of the cash flow of the State’s Treasury; and management of the available cash position of the State of Minas Gerais.

SICOOB COOPSEF

Member of the Board of Directors

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.n

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No    

☐ Yes     – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No    

☐ Yes     – If yes, describe:                

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes     – If yes, describe:

 

90


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

No.

Yes    – If yes, describe the relationship:                

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

No    

Yes     – If yes, describe the relationship and the controlled company:                

 

  c. Any administrator/s of the State of Minas Gerais:

No    

Yes     – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

No

Yes    – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

No

Yes — If yes, describe the relationship: Full-time government employee in the Finance Department of Minas Gerais State

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

No

Yes    – If yes, describe the relationship and the company/ies:

 

91


Table of Contents

12.5. Information on the member of the Audit Board:

Name:     Alcione Maria Martins Comonian

Date of birth:     March 21, 1963

Profession:     Teacher

CPF:     326.112.426-15

Position proposed:     Sitting member

Date of election:     June 11, 2018

Date of taking office:        June 11, 2018

Period of Office:        Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office: 0

Summary CV, containing:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

2015 – Assistant General Secretary to the Government of the State of Minas Gerais

Member of the Board of Prodemge, and MGS;

Member of the Board of Metrominas.

2013 – Manager and administrator of the company MOP.

2009 / 2012 – Cabinet office chief, Prodabel

 

  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

 

  c) Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes     – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes     - If yes, describe:

 

92


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No    

Yes     – If yes, describe the relationship and the controlled company:

 

  c. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes     – If yes, describe:

 

  d. (i) managers of the Issuer and (ii) managers of direct or indirect controlling stockholders of the Issuer

No

Yes     - If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes    – If yes, describe the relationship and the company/ies:

CODEMIG

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes    – If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes    – If yes, describe the relationship and the company/ies:

Deputy General Secretary

 

93


Table of Contents

 

12.5. Information about the Member of the Audit Board:

Name:     Jacques de Oliveira Pena

Date of birth:     May 3, 1955

Profession:     Historian

CPF:     314527876-20

Position proposed:     Substitute member

Date of election:     June 11, 2018

Date of taking office:    June 11, 2018

Period of Office:    Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office:      0

Summary CV, containing:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

Brazilian Mail Service (Empresa Brasileira de Correios e Telégrafos),

Position: Advisor – August 2015 to July 2016

Banco Regional de Brasília – BRB

Position: CEO—February 2012 to Jan. 2013

Economic Development Department of the Federal District,

Position: Secretary for Development – March 2011 to Nov. 2011

Office of the Governor of the Federal District

Position: Secretary of the Government – Jan. 2011 to Mar. 2011

 

  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

 

  d) Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     – If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes     – If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes     – If yes, describe:

 

94


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Manager/s of Cemig:

No

Yes    – If yes, describe the relationship:

 

  b. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No

Yes     – If yes, describe the relationship and the controlled company:

 

  c. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes     – If yes, describe:

 

  d. (i) managers of the Issuer and (ii) managers of direct or indirect controlling stockholders of the Issuer

No

Yes     – If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes    – If yes, describe the relationship and the company/ies:

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes    – If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes    – If yes, describe the relationship and the company/ies:

 

95


Table of Contents

 

 

12.5. Information about the Member of the Audit Board:

Name:     Gilson Martins dos Santos

Date of birth:    October 5, 1956

Profession:     Company Manager

CPF:     197395836-87

Position proposed:     Substitute member

Date of election:     June 11, 2018

Date of taking office:        June 11, 2018

Period of Office:        Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office:      0

Summary CV, containing:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

State Government Employee in the Tax Authority at the Betim Office,

currently at the Contagem Tax Office, as Auditor Fiscal of the State Tax Authority, since 2005.

 

  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

 

e) Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes     - If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes     - If yes, describe:

 

96


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Manager/s of Cemig:

No

Yes                —If yes, describe the relationship:

 

  b. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No

Yes                – If yes, describe the relationship and the controlled company:

 

  c. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes                —If yes, describe:

 

  d. (i) managers of the Issuer and (ii) managers of direct or indirect controlling stockholders of the Issuer

No

Yes                —If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes                – If yes, describe the relationship and the company/ies:

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes                —If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes                – If yes, describe the relationship and the company/ies

 

97


Table of Contents

 

 

12.5. Information on the member of the Audit Board:

Name:     Maurício Alves Torga

Date of birth:      Sep. 25, 1949

Professional:     Accountant

CPF:     114493066-91

Position proposed:     Substitute member

Date of election:     June 11, 2018

Date of taking office:        June 11, 2018

Period of Office:        Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:    None.

Whether was elected by the controlling stockholder or not:    Yes.

State whether the candidate will be an independent board member: If yes, state the criterion used by the issuer to determine independence:

Number of consecutive periods of office:      0

Summary CV, containing:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    Name of company and its sector of activity;

 

    Position;

 

    Whether the company is part of (i) the same economic group as the Issuer, or (ii) is controlled by a stockholder of the Issuer that holds a direct or indirect equity interest of 5% or more in any one class or type of security of the Issuer.

Assistant Chief Accountant at Belo Horizonte City Hall, June 2010 to May 2011.

 

  ii. State all the administrative positions that the candidate occupies in other companies or organizations of the third sector.

 

f) Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

No

Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

No

Yes     - If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

No

Yes     - If yes, describe:

 

98


Table of Contents
12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Manager/s of Cemig:

No

Yes    - If yes, describe the relationship:

 

  b. (i) managers of the Issuer or (ii) managers of direct or indirect subsidiaries of the Issuer

No

Yes     – If yes, describe the relationship and the controlled company

 

  c. (i) managers of the Issuer or of its direct or indirect subsidiaries or (ii) direct or indirect controlling stockholders of the Issuer

No

Yes     - If yes, describe:

 

  d. (i) managers of the Issuer and (ii) managers of direct or indirect controlling stockholders of the Issuer

No

Yes     - If yes, describe:

 

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Direct or indirect subsidiary/ies of the Issuer, except where the Issuer directly or indirectly holds 100% of the share capital

No

Yes    – If yes, describe the relationship and the company/ies:

 

  b. Direct or indirect controlling stockholder of the Issuer

No

Yes    - If yes, describe the relationship:

 

  c. if material, any supplier, client, debtor or creditor of the Issuer, or of any of its subsidiaries, or of the parent companies or subsidiaries of any of these

No

Yes                – If yes, describe the relationship and the company/ies

 

AUDIT BOARD

SITTING MEMBERS

  

SUBSTITUTE MEMBERS

Ricardo Wagner Righi de Toledo – Chair

(for majority stockholder)

  

Jacques de Oliveira Pena

(for majority stockholder)

Geber Soares de Oliveira

(for majority stockholder)

  

Gilson Martins dos Santos

(for majority stockholder)

Alcione Maria Martins Comonian

(for majority stockholder)

  

Maurício Alves Torga

(for majority stockholder)

 

99


Table of Contents

 

REMOTE VOTING FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JUNE 11, 2018

 

 

100


Table of Contents

Information updated on: May 10, 2018

REMOTE VOTING FORM

EGM    –    CIA. ENERGÉTICA DE MINAS GERAIS – CEMIG    –    June 11, 2018

 

 

Name of Stockholder

 

 

Stockholder’s federal tax number

(Legal entity = ‘CNPJ’; Individual = ‘CPF’)

 

 

Email address

 

 

Orientations on filling in the form

 

This remote voting form refers to the Extraordinary General Meeting of Stockholders of Companhia Energética de Minas Gerais – Cemig to be held on June 11, 2018 at 11 a.m., and should be filled in if the stockholder opts to exercise the right to vote remotely, under Article 121, §1, of Law 6404/1976 and CVM Instruction 481/2009.

 

It is an absolute requirement that any stockholder who opts to exercise their right to remote voting must fill in all the fields contained in this document.

 

For this Voting Form to be considered valid and the votes cast in it to be counted, the stockholder (or the stockholder’s legal representative, as the case may be) must initial every page and signed it on the last page.

 

The deadline for delivery of this Voting Form directly to the Company or through a service provider (as per Article 21-B of CVM Instruction 481) is up to seven days before the Meeting is held.

 

 

Orientations on delivery – indicating the options of: (i) sending directly to the company; or (ii) sending instructions on filling the form to the mandated bank or to the custodian:

 

Any stockholder who wishes to do so may opt to exercise their right to vote through the remote voting system, under CVM Instruction 481/2009, sending the corresponding distance voting form through their respective custody agent, or bookkeeping bank, or directly to the Company.

 

 

Postal address and email address for sending of the remote voting form, if the stockholder wishes to deliver the document directly to the company:

 

A stockholder opting to exercise the right to vote by sending the Voting Form directly to the Company should send the following items to:    Superintendência de Relações com Investidores,

 

Avenida Barbacena, 1219 – Santo Agostinho

30190-131 Belo Horizonte,

Minas Gerais, Brazil

 

(i) hard copy (paper) version of this form, duly filled in, signed and with all pages initialed;

 

(ii)  authenticated copies of the following documents:

 

(a)   for private individuals:

•  valid identity document with photo, and number of CPF [personal tax number];

•  when holding a power of attorney (which must have been issued less than a year from the date of the Stockholders’ Meeting in question), send the power of attorney with authenticated signature and identity document of the holder of the power of attorney.

 

(b)   for legal entities:

•  latest consolidated Articles of Association, and corporate documents proving legal representation of the stockholder;

•  CNPJ (the entity’s document proving corporate federal tax registration and number); and

•  identity document with photo of the legal representative.

 

(c)   for investment funds:

•  latest consolidated regulations of the fund, with CNPJ document;

•  Articles of Association of the Fund’s administrator or manager (whichever is specified in the fund’s voting policy), and corporate documents proving the powers of representation; and

•  identity document with photo of the legal representative.

 

The document acknowledging physical receipt by the Company of the form and of the other documents of proof must be dated at least seven days before the date of the General Meeting.

 

 

Institution contracted by the company to provide the service of securities bookkeeping, with name, physical and email address, telephone and name of contact person:

 

Itaú Corretora de Valores S.A.

Avenida Brigadeiro Faria Lima, 3.500, 3o andar, São Paulo, SP

Tel.:    +55 (11) 3003-9285    (for calls from state capital cities and metropolitan regions)

Tel.:    +55 (11) 800 720 9285    (for calls from other locations)

Lines open 9 a.m. to 6 p.m. on business days

Email: atendimentoescrituração@itau-unibanco.com.br

 

101


Table of Contents

REMOTE VOTING FORM

EGM    –    CIA. ENERGÉTICA DE MINAS GERAIS – CEMIG    –    June 11, 2018

 

Decisions / Issues related to the AGM

Simple decision

 

1. Changes to the by-laws, in compliance with Law 13303/2016 and Minas Gerais State Decree 47154/2017 and for enhancement of provisions of the by-laws.

 

[    ] Approve            [    ] Reject            [    ] Abstain

 

Simple decision

 

2. Adjustment to the Annual Global Allocation for compensation of the Managers, members of the Audit Board and members of the audit Committee, if the change to the bylaws is approved.

 

[    ] Approve            [    ] Reject            [    ] Abstain

 

Simple decision

 

3. Setting of the remuneration of the Managers and the members of the Audit Committee, if the change to the by-laws is approved.

 

[    ] Approve            [    ] Reject            [    ] Abstain

 

Simple decision

 

4. Orientation to the representatives of Cemig in the Extraordinary General Meeting of Stockholders of Cemig Distribuição S.A. to vote on the change to the by-laws and the resulting re-composition of the Board of Directors and the Audit Board, if change is made in the by-laws and the composition of the Board of Directors and Audit Board of the sole stockholder, Cemig.

 

[    ] Approve            [    ] Reject            [    ] Abstain

 

Election of the board of directors by candidate – multiple voting only

 

5. Orientation to the representatives of Cemig in the Extraordinary General Meeting of Stockholders of Cemig Geração e Transmissão S.A. to vote on the change to the by-laws and the resulting re-composition of the Board of Directors and the Audit Board, if change is made in the by-laws and the composition of the Board of Directors and the Audit Board of the sole stockholder, Cemig.

 

[    ] Yes            [    ] No            [    ] Abstain

 

(c)   Single issue question

 

6. Do you want to request adoption of the multiple vote procedure for election of the Board of Directors, in the terms of Article 141 of Law 6404/76?

 

[    ] Yes            [    ] No            [    ] Abstain

 

(d)   Single issue question

 

7. Do you want to request separate election to the Board of Directors by minority holders of voting shares, in the terms of Article 141, §4, I, of Law 6404/76?

 

[    ] Yes            [    ] No            [    ] Abstain

 

(e)   Single issue question

 

8. If it is found that neither the holders of voting shares, nor holders of preferred shares with no right to vote or with restricted vote constitute, respectively, the quorum required by Sub-items I and II of Article 141 of Law 6404/76, do you wish to aggregate your vote to the votes of the preferred shares so as to elect to the Board of Directors the candidate with the largest number of votes among those who are on this Voting Form and are running for election on the separate basis?

 

[    ] Yes            [    ] No            [    ] Abstain

 

 

102


Table of Contents

REMOTE VOTING FORM

EGM    –    CIA. ENERGÉTICA DE MINAS GERAIS – CEMIG    –    June 11, 2018

 

 

Election of the Audit Board, by candidate – Seats limited to a total of 5

 

9. Nomination of candidates to the Board of Directors (the stockholder may indicate as many candidates as the number of vacancies to be filled in the election)

 

 

For sitting member – majority stockholder group

 

 

– and for substitute member (majority)

   

 

Adézio de Almeida Lima

 

 

José Maria Rabelo

   

(f)                [    ] Approve            [    ] Reject            [    ] Abstain

 

 

Marco Antonio Soares da Cunha Castello Branco

 

 

Antônio Carlos de Andrada Tovar

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

Bernardo Afonso Salomão de Alvarenga

 

 

Agostinho Faria Cardoso

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

Luiz Guilherme Piva

 

 

Cristian Regis Duarte Silva

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

Marco Aurélio Crocco Afonso

 

 

José Hubner Moreira

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

10. In the event of adoption of the process of election by multiple vote, should the votes corresponding to your shares be distributed in equal percentages to the candidates that you have chosen?

 

[    ] Yes            [    ] No            [    ] Abstain

 

11. Visual presentation of all the candidates, for indication of the percentage of the votes to be attributed:

 

 

For sitting member – majority stockholder group

 

 

– and for substitute member (majority)

 

  %

 

Adézio de Almeida Lima

 

 

José Maria Rabelo

 

   

 

Marco Antonio Soares da Cunha Castello Branco

 

 

 

Antônio Carlos de Andrada Tovar

 

   

 

Bernardo Afonso Salomão de Alvarenga

 

 

 

Agostinho Faria Cardoso

 

   

 

Luiz Guilherme Piva

 

 

 

Cristian Regis Duarte Silva

 

   

 

Marco Aurélio Crocco Afonso

 

 

 

José Hubner Moreira

 

   

 

(g)   Single issue question

 

12. If it is found that neither the holders of voting shares, nor holders of preferred shares with no right to vote or with restricted vote constitute, respectively, the quorum required by Sub-items I and II of Article 141 of Law 6404/76, do you wish to aggregate your vote to the votes of the common shares to elect to the Board of Directors the candidate with the largest number of votes among those who are on this Voting Form and are running for election on the separate basis?

 

[    ] Yes            [    ] No            [    ] Abstain

 

 

103


Table of Contents

REMOTE VOTING FORM

EGM    –    CIA. ENERGÉTICA DE MINAS GERAIS – CEMIG    –    June 11, 2018

 

 

Election of the Audit Board, by candidate – Seats limited to a total of 3

 

(h)

(i) 13. Nomination of candidates to the Audit Board (the stockholder may indicate as many candidates as the number of vacancies to be filled in the election)

 

 

For sitting member of Audit Board (Majority stockholder group

 

 

– and for substitute member

   

 

Ricardo Wagner Righi de Toledo

 

 

Jacques de Oliveiras Pena

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

Geber Soares de Oliveira

 

 

Gilson Martins dos Santos

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

Alcione Maria Martins Comonian

 

 

Maurício Alves Torga

   

[    ] Approve            [    ] Reject            [    ] Abstain

 

 

  City:     
  Date:     
  Signature:     
  Name of Stockholder:     
  Telephone:     

 

104


Table of Contents

 

MARKET ANNOUNCEMENT DATED MAY 9, 2018 REGARDING THE FILLING OF THE 20-F FORM FOR 2017 WITH THE SEC AND THE CVM

 

 

105


Table of Contents

LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET ANNOUNCEMENT

20-F Form for 2017 filed with SEC and CVM

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public as follows:

Today, May 9, 2018, Cemig has filed its 20-F Form for the year ended December 31, 2017 with the U.S. Securities and Exchange Commission (‘SEC’) and the CVM (the Brazilian Securities Commission), in English.

The version of the 2017 20-F Form translated into Portuguese will be filed shortly with the CVM and made available on the Company’s website.

The 2017 20-F Form in English can be accessed on the SEC site (www.sec.gov), or on the Investor Relations site of Cemig (http://ri.cemig.com.br).

Stockholders may receive a printed copy of the report including the financial statements for the business year ended December 31, 2017, free of charge, on request made via our Investor Relations site (http://ri.cemig.com.br), in the section Financial InformationSEC Filings (Informações FinanceirasRelatórios SEC).

For any further information on the 2017 20-F Form, please contact the Investor Relations Department, on +55 31 3506-5024 or by email on ri@cemig.com.br.

Belo Horizonte, May 9, 2018

Maura Galuppo Botelho Martins

Acting Chief Finance and Investor Relations Officer

 

 

  

 

Av. Barbacena 1200

  Santo Agostinho   30190-131 Belo Horizonte, MG</