Eletrobrás Centrais Elétricas Brasileiras S/A



Baixar 43,14 Kb.
Encontro25.08.2018
Tamanho43,14 Kb.

Eletrobrás – Centrais Elétricas Brasileiras S/A.- 24


CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRÁS – MINUTES OF THE TWENTIETH-FOUR ORDINARY STOCKHOLDERS GENERAL MEETING
On April 17, 1985, at 3:00 p.m., in a second call, the 24th Ordinary Stockholders General Meeting of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS, an open corporation enrolled with the CGC General Taxpayer’s Register under number 00001180/0001-26 was held in the Company’s headquarters, in Setor Autarquia Norte, Rua Dois, PETROBRÁS Building, in Brasília, Distrito Federal, being present the representatives of the totality of the voting capital stock, as verified on page 38 of the “Attendance of Attendance” No. 2. Assuming the chair of the works, as provided in subparagraph “c” of article 30 of the Company’s Bylaws, President MÁRIO PENNA BHERING invited Director ANTONIO CARLOS TATIT HOLTZ to act as Secretary, in the terms of article 35 of that Company’s Bylaws. With the Board constituted in this way, the President declared the 24th Ordinary Stockholders General Meeting convened, also stating that the meeting has been properly called via announcements published in the following newspapers: Federal Official Gazette, on March 06, 07 and 08, 1985, and Correio Braziliense, Jornal de Brasília, O Globo, Jornal do Brasil, e Gazeta Mercantil on March 06, 07 and 08 of the same year and in second call on April 11, 12, 14 and 15, 1985, in the same newspapers and in the Federal Official Gazette, these announcements having the following content: “MINES AND ENERGY MINISTRY. Centrais Elétricas Brasileiras S.A – ELETROBRÁS (Open Company). CALL NOTICE. CGC No. 00001180/0001-26. - Ordinary Stockholders General Meeting. Second Call. The Stockholders are invited to meet in the Ordinary Stockholders General Meeting to be held on April 17, 1984, at 3:00 p.m. in Company’s headquarter, Setor Autarquias Norte, Rua Dois, PETROBRÁS Building – 4 andar, Brasília, Distrito Federal, in order to deliberate about the following matters : 1. Administrative Report, Incomes Statement and Statutory Audit Committee Report related to the fiscal year ended on December 31, 1984; 2. Destination of net profits for the fiscal year and distribution of dividends; 3. Administrative Proposal for Cr$ 9,541,596,465,770, via correction of currency denomination, with consequent change of article 6 of the Company’s Bylaws; 4. Destination of balance of dividends declared to the Federal Government and to the National Bank of Economic and Social Development - BNDES; 5. Homologation of resources donation to the Federal Territory of Fernando de Noronha; 6. Election of the members for the Administrative Council and the Executive Board of Directors; 7. Election of effective members and respective alternates for the Statutory Audit Committee; 8. Establishment of the fees for members of the Administrative Council, Executive Bord of Directors and the Statutory Audit Committee. Brasília, April 10, 1985. (signed) MÁRIO PENNA BHERING – President of the Administrative Council”. The President also informed that the announcements ordered by article 133 of Law number 6.404/76 had been published in the Federal Official Gazette of February 15, 20 and 21, 1985, and in Jornal de Brasilia, Correio Braziliense, Jornal do Brasil, O Globo and Gazeta Mercantil of February 15, 16, 17 and 21 of the current year and that the Board of Directors Report, the Balance Sheet and other Incomes Statement, as well as the respective Explanatory Notes and Statutory audit Committee and Independent Auditors Reports related to the fiscal year of 1984 were published in the Federal Official Gazette, Correio Braziliense, Jornal de Brasília, O Globo, Jornal do Brasil and Gazeta Mercantil newspapers on March 8 and 12, 1985. Next, the President asked me, the Secretary, to read the Administrative Report, the Balance Sheet, the remaining Incomes Statements and the Statutory Audit Committee and Auditors Reports related to the fiscal year of 1984, as well as the proposal of the Administrative Council to the Ordinary Stockholders General Meeting, approved by Resolution No. 031/85 of February 14, 1985, what was done. The content of the proposal is the following: PROPOSAL TO THE ORDINARY STOCKHOLDERS GENERAL MEETING OF ELETROBRÁS – FROM: Administrative Council – TO: 23rd Ordinary General Meeting – Subject: Ordinary General Meeting of 1985. Dear Stockholders: In terms of subparagraphs I, II and IV of Article 132, combined with subparagraph V of Article 142 of Law No. 6404/76 of December 15, 1976 – Corporation Law - and statutory provisions of Centrais Elétricas Brasileiras S.A – ELETROBRÁS, after required analysis of elements and suggestions submitted by the Executive Board of Directors, the Administrative Council submits the following matters to the decision of this Ordinary Stockholders General Meeting: 1. Administrative Report, expressed in the following terms: “ Dear Stockholders: Total consumption of electric energy in Brazil, including auto-producers, has increased 11.1% in the year of 1984, thus exceeding the 1983 level, that was 7,7%. Taking in consideration only the selling of federal and state concessionaires, this rate passes to be 12,2% against the 7,8% of the previous year. In a sectorial way, by classes of consumption, the industrial sector – representing about 54,1% of the market – increased 18,1% in 1984, after an increasing of 6,2% in the previous year. The participation of electrothermy was remarkable, for this result, since the EGTD (Energy Assure for an Indefinite Time) and the ESNG (Seasonal Energy, Not Assured) parcel represented 5,4% of electric energy total consumption, indicating a significant saving of petroleum. In 1984, the raw production of electric energy totalized 176.464 GWh, with 94,2% of these being of hydraulic origin. The total consumption, in the same period, reached 157.128 GWh, representing a 1189 kWh consumption per capita. The number of house connections reached 22.759.000, with a 6,1% growth regarding to the previous year. The owned installed capacity in the Country evolved to 40.262 MW on December 31, 1984. Additionally, 1.400 MW of the ITAIPU Two-Countries Enterprise are already installed. The ongoing works program was highlighted by the starting-up of the two first generating units of Itaipu (2 x 700 MW) and Tucuruí (2 x 330 MW), as well as the inauguration of the first link in direct current, connecting Foz do Iguaçu (PR) substation to São Roque (SP) Substation, in ± 600 kV, with 785 km of extension. Generating stations totalizing 25,000 MW are under construction, complementation or enlargement, with 88,8% of it being of hydraulic origin. In 1984, the electric energy concessionaires continued their efforts towards an improvement of the level of compensation for their investment, which reached a 5,5% rate. ELETROBRÁS was authorized to administrate resources of Cr$ 29,455 billion, applied in all of its totality by the controlled companies, with a great effort towards compatibilizing the budgetary restrictions against its investment needs. The Company has capitalized, in the fiscal year, resources proceeding from the Federal Government, in an amount of Cr$ 760 billion. At the end of the fiscal year, ELETROBRÁS recorded a profit of Cr$ 1,687 billion, with a considerable portion of this result being of strictly economic nature, since originated from the equity accounting raised for investments made in controlled companies and colligated companies considered as relevant. After legal and statutory retentions, dividends in the amount of Cr$ 191 billion will be paid, including integral dividends of Cr$ 2,65 for common and preferred stocks of class “B”, Cr$ 3,54 for preferred stocks of class “A” existing until the Extraordinary General Meting held on June 19, 1984 and Cr$ 1,55 for common and preferred stocks “B”, subscribed in that Meeting. The severe budgetary-financial context in which the Company is inserted obliged the Company to complement once more the distribution with the destination of Cr$ 115 billion to the special reserve of non distributed dividends, legally foreseen for such situations, due to the previously referred fact that a considerable parcel of the result of the Company has a strictly economic nature, and also due to the already mentioned insufficiency of resources with which ELETROBRÁS is counting to take ahead is large program of investments. From February 1984 on, and intensive work was made, in order to develop a program for readjustment of the economic-financial structure of the Electric Energy sector, via a change in the way of participation of the IBRD – International Bank for Reconstruction and Development, for investments program funding and aimed to improve the conditions of the international banks loans, a work which has already counted with the participation of the Planning Secretariat of the Presidency of the Republic – SEPLAN, the National Department of Water and Electric Energy – DNAEE, the International Bank for Reconstruction and Development- IBRD and the Interamerican Bank of Development – IBD. To conclude, I would like to vividly present my thanks to the members of the Administrative Council and the Statutory Audit Committee, the fellows of the Board of Directors and the technical and administrative boards of the Sector, for the valorous collaboration they are providing to ELETROBRÁS. My special thanks to the Honorable Minister of Mines and Energy, Engineer CESAR CALS DE OLIVEIRA FILHO, for his support and orientation. And my respectful recognition to the Honorable President of the Republic, General JOÃO BAPTISTA DE OLIVEIRA FIGUEIREDO, for the high level of confidence with which he has always honored me. Brasília, February 14, 1985. (signed) JOSÉ COSTA CAVALCANTI – President. 1.1 INCOME STATEMENTS: Income Statement for the Fiscal Year ended on December 31, 1984, composed by the following pieces: Balance Sheet, Fiscal Year Incomes Statement, Statement of Changes in Net Worth Position, Funds Sources and Applications Statement, and respective Explanatory Notes with pertinent opinions of Independent Auditors Boucinhas, Campos & Claro S/C Ltda. 2. DESTINATION OF THE NET INCOME OF THE FISCAL YEAR: 2.1. – Based in attained results, also observing the adjustments allowed by the laws in force, as well as deduction of the amount provisioned for income tax, which has reached Cr$ 51.811 million and deducting the amount of Cr$ 85 million foreseen for statutory participation to the employees of the Company admitted until November 30, 1982, who have not opted by the Additional-Decree-Law No. 1971 as and identifiable nominal advantage, complied the policies established by the Administrative Council, we propose the following destination for the net profit of the fiscal year: Million Cr$ - 2.1.1 – Net Income of the Fiscal Year: 1,687,448. Reserves Constitution: a – Legal: (5% of the Net Income): 84,372; b. Statutory: - For Studies and Projects (article 39 – Item I of de Company’s Bylaws): 16,875 - For Investments (article 39 – Item II of Company’s Bylaws): 843,724; c. for Realizable profits: 400,827; GRAND TOTAL: (a + b + c): 1,345,798; 2.1.2 - Dividends Distribution: 25% of the net profit adjusted according to the terms of article 202 of law No. 6404/76, distributed as follows: a. Declared Dividends: Common Stocks: Integral - Cr$ 2,65 per stock: 175,767; Pro Rata – Cr$ 1,55 per stock: 12,754; 188,521; Preferred Stocks “A”: Integral - Cr$ 3,54 per stock : 130; Preferred Stocks “B”: Integral – Cr$ 2,65 per stock: 2,407; Pro rata – Cr$ 1,55 per stock: 182; 2589; 191,240; b – Constitution of Special Reserve: (subparagraphs 4 and 5 of article 202 – Law No. 6404/76): 115,378; 2.1.3 - Utilization of the net profit of the fiscal year, to be used to absorb part of the adjustments of controlled companies: 35,032; 2.2 - With the proposed distribution, dividends to be paid will correspond to 6% for common and preferred stocks “B” and 8% for preferred stocks “A”. This is evidenced in the Statement of changes in the net worth position, as established by paragraph 2 of article 186 of Law 6404/76, presupposing that the presented propositions can be approved by the entities to which they will be submitted, including the Ordinary Stockholders General Meeting. 2.3 – The reduction of percentages applied for dividend payment purposes, regarding to those of the last fiscal year, is a direct consequence of the difficult situation faced by the Company, a situation well evidenced in the funds origin and applications report, which clearly shows the non generation of financial resources to support a higher distribution of dividends. 2.4 – The constitution of a Special Reserve of Non Distributed Dividends is necessary and justifiable as a healthy measure to protect the interests of the stockholders, since the raised results largely proceed from the results of equity adjustments, an essentially economic factor. 3. CAPITAL STOCK INCREASING: No surplus of profit reserves were verified in the fiscal year of 1984, regarding to the capital stock paid-in and corrected until December 31. In this way, the capital increasing to be submitted to the Ordinary Stockholders General Meeting will be restricted to the effect foreseen in article 167 of Law 6404/76. In this way, the next Ordinary Stockholders General Meeting, foreseen for March 18, 1985 shall approve the capital increasing from Cr$ 3,347,581,711,504 to Cr$ 9,541,596,465,770, without changes to the quantity of existing stocks, to capitalize the balance of Cr$ 6,194,014,754,266 recorded in the “Monetary Correction of the Capital” account, on December 31, 1984. With this, the caput of article 6 of the Company’s Bylaws shall also be approved by the Ordinary Stockholders General Meeting, which will pass to be read as follows: “Article 6: The capital stock is nine trillion, five hundred forty-one billion, five hundred ninety-six million, four hundred sixty-five thousand, seven hundred seventy cruzeiros (Cr$ 9,541,596,465,770) divided in seventy-four billion, five hundred fifty-five million, eight hundred two thousand, six hundred seventy-seven (74.555.802.677) common stocks, thirty-six million, seven hundred thirty thousand, eight hundred thirty-five (36.730.835) preferred stocks of class “A” and one billion, twenty-five million, two hundred seventy-one thousand and sixteen (1.025.271.016) preferred stocks of class “B”, all of them with no nominal value”. 4. DESTINATION OF THE BALANCE OF DIVIDENDS ATTRIBUTABLE TO THE FEDERAL GOVERNMENT AND THE BNDES: The balance of dividends of the fiscal year of 1983, declared to the Federal Government (Cr$ 39,773 million), and the fiscal years of 1982 and 1983, attributed to the National Bank for Economic and Social Development – BNDES (Cr$ 2,584 million and Cr$ 30,609 million, respectively), were transferred to the “Advancements for Equity Interests” accounts, in 1984, based in the Statements of Justification EM/SEPLAN No. 083/84 of April 2, 1984 and EM/SEPLAN No. 861/84 of October 22, 1984, both with favorable orders by the Honorable President of the Republic. Regarding to the BNDES dividends, interests of 6% the year, monthly payable until its effective conversion in equity interests in ELETROBRÁS are being applied, additionally to the monetary correction. 5. DONATION OF RESOURCES TO THE FEDERAL TERRITORY OF FERNANDO DE NORONHA. Taking in consideration that the Federal Territory of Fernando de Noronha has not a concessionaire for electricity services, and whereas this territory is a national security area, requiring a reliable electrical energy supply; Taking in consideration that the Honorable Minister of Mines and Energy, during the V Meeting of the Secretaries of Mines and Energy has agreed in grant resources of ELETROBRÁS for enlargement of the power generating park of the Territory; taking in consideration the requests presented by the Honorable Minister of Mines and Energy, by the Governor of the Territory of Fernando de Noronha, via telexes No. 945/84, PR/4.489/ and DNAEE/DG NI 081/84; taking in consideration the Terms of Decision No. 074/84 of June 28, 1984; the Administrative Council proposes to the Stockholders the homologation of resources donation in the amount of Cr$ 200,000,000.00 to the Federal Territory of Fernando de Noronha, destined to cover the expenditures to conclude the installation of three diesel-generating groups with 450 kVA nominal power each. Rio de Janeiro, February 14, 1985 - (undersigned) JOSÉ COSTA CAVALCANTI – President; MASATO YOKOTA – Counselor; MAURO MOREIRA - Counselor; JOSÉ MARCONDES BRITO DE CARVALHO - Counselor; ANTÔNIO CARLOS TATIT HOLTZ – Counselor - EVANDRO MOREIRA DE SOUZA LIMA – Counselor; MÁRIO PENNA BHERING – Counselor; DARIO JOSÉ GONÇALVES GOMES – Counselor; MOACYR TEIXEIRA – Counselor; RUBENS VAZ DA COSTA – Counselor; MANOEL PINTO DE AGUIAR – Counselor; JOSÉ GOLDEMBERG – Counselor”. The opinion of the Statutory Audit Committee is the following: “OPINION OF THE STATUTORY AUDIT COMMITTEE” – The undersigned Members of the Statutory audit Committee of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS, after analyzing the Board of Directors Report, and Incomes Statements related to the Fiscal Year ended on December 31, 1984, composed by the Balance Sheet, Incomes Statement for the Fiscal Year, Equity Changes, Funds Sources and Applications and Explanatory Notes, with the Opinion of Independent Auditors BOUCINHAS, CAMPOS & CLARO S/C, as well as the proposal of results distribution, including dividend retention, in terms of paragraph 4 and 5 of article 202 of Law 6404/76, in the amount of Cr$ 115,377,826 thousand cruzeiros, declare that the above referred pieces faithfully represent the economic-financial position of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS, in that date, being the results of its operations well represented in accounting terms according to the law and general principles regulating the corporations, thus suggesting to the Ordinary Stockholders General Meeting, under such circumstances, the respective approval. Rio de Janeiro, February 14, 1985 . (undersigned) SYLVIO SANTOS CURADO; CARLOS AUGUSTO SCHLABITZ; LUIZ SÁVIO MARQUES ROLIM; MOZART AMARAL; FRANCISCO PEREIRA DA SILVA”. "OPINION OF THE STATUTORY AUDIT COMMITTEE: The undersigned members of the Statutory Audit Committee of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS after examining the proposals of the Executive Board of Directors, regarding to the increasing of its capital stock from Cr$ 3,347,581,711,504 to Cr$ 9,541,596,465,770 agree with the pertinence of that increasing, based in amounts suitably accounted by the Company, as provided in article 167 of Law 6404/76 and, in such circumstances, decide to propose to the competent Ordinary Stockholders General Meeting its approval and consequent change of article 6 of the Company’s Bylaws of the Company. Rio de Janeiro, February 14, 1985. (undersigned) SYLVIO SANTOS CURADO; CARLOS AUGUSTO SCHLABITZ; LUIZ SÁVIO MARQUES ROLIM; MOZART AMARAL; FRANCISCO PEREIRA DA SILVA”. The opinion of the Independent Auditors was written as follows: “AUDITORS’ OPINION. To the Honorable Board of Directors of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS. 1. We have examined the balance sheet of Centrais Elétricas Brasileiras S.A - ELETROBRÁS as raised on December 31, 1984 and the respective incomes statement, the equity changes statement and funds sources and applications corresponding to the fiscal year ended on that date. Our analysis was performed in accordance with the generally accepted auditing standards, and consequently has included proofs in the accounting records and other auditing procedures that we deemed necessary for the circumstances. 2. We have previously examined and issued an opinion about the financial statements found on December 31, 1983, whose amounts are represented here for comparison purposes. 3. In our opinion, the financial statements referred to in the first paragraph suitably represent the equity position and financial position of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS on December 31, 1984 , and the results of its operations, their net equity changes and the sources and applications of their funds, corresponding to the fiscal year ended on that date, according to generally accepted accounting principles, consistently applied to the previous fiscal year. Rio de Janeiro, February 11, 1985. (signed) BOUCINHAS, CAMPOS & CLARO S/C LTDA.: -CRC.SP - 5.528 - S - RJ – NILTON CLARO - Accountant – CRC-RJ-10.316-5”. After the reading, the President submitted the documents related to the first item of the Agenda to the appreciation of the General Meeting, stating that the matter contained in item 5 of the Call Notice is include in the financial statements of the Company. Asking for the floor, the representative of the Federal Government, the majority stockholder, said he would be voting for the approval of the Administrative Report, the Balance Sheet, other Financial Statements of Centrais Elétricas Brasileiras S.A. – ELETROBRÁS, and the respective opinions of the Statutory audit Committee and the Independent Auditors, related to the fiscal year of 1984, in which he was followed by the present representatives of the stockholders, who manifested their agreement to the vote of the majority stockholder. Considering the first and fifth items approved by the Stockholders, as proposed by the Administrative Council, the President submitted the second item of the Agenda to approval, as proposed. Having the floor, the Representative of the Federal Government, with agreement of the present representatives of stockholders, voted for the approval of destination of net profits of the fiscal year and distribution of dividends in the form proposed by the Administrative Council. Considering the second item approved by the Stockholders, the President passed to the third item of the Agenda, submitting to the Stockholders appreciation the same proposal of the Administrative Council of ELETROBRÁS for increasing the capital stock from Cr$ 3347,581,711,504 to Cr$ 9,541,596,465,770, via correction of its currency denomination, with consequent change in article 6 of the Company’s Bylaws. Taking the floor, the Representative of the Union voted in favor of correction of the currency denomination of the capital stock realized by the Company on December 31, 1984, as proposed by the Administrative Council. With this, the “caput” of article 6 of the ELETROBRÁS’ Bylaws is modified, passing to have the following redaction: “Article 6: The capital stock is nine trillion, five hundred forty-one billion, five hundred ninety-six million, four hundred sixty-five thousand, seven hundred seventy cruzeiros (Cr$ 9,541,596,465,770) divided in seventy-four billion, five hundred fifty-five million, eight hundred two thousand, six hundred seventy-seven (74.555.802.677) common stocks, thirty-six million, seven hundred thirty thousand, eight hundred thirty-five (36.730.835) preferred stocks of class “A” and (one billion, twenty-five million, two hundred seventy-one thousand and sixteen (1.025.271.016) preferred stocks of class “B”, all of them with no nominal value”. The representatives of the remaining present stockholders manifested their agreement with the vote of the majority stockholder. Considering the third item approved by the Stockholders, the President submitted the fourth item of the Agenda to their appreciation. Asking for the floor, the representative of the Federal Government voted in favor of the homologation of the transfer of dividends from the fiscal year of 1983, as declared to the Federal Government, in the amount of Cr$ 39.773 million, and from the fiscal years of 1982 and 1983, attributed to the National Bank of Economic and Social Development – BNDES, in the amounts of Cr$ 2,548 million and Cr$ 30,609 million, respectively, for the accounts of equity interests, in 1984, based in the Statements of Justification EM/SEPLAN No. 083/84 of April 2, 1984, and EM/SEPLAN No. 861/84 of October 22, 1984, both with favorable orders by the Honorable President of the Republic. The Representative of the Federal Government also emphasized that regarding to the BNDES dividends, interests of 6% the year, monthly payable until its effective conversion in equity interests in ELETROBRÁS are being applied, additionally to the monetary correction. The representatives of remaining present stockholders agreed with the vote of the majority stockholder and the President considered the fourth and the fifth items approved by the Stockholders. Passing to the sixth item of the Agenda, the President, in accordance to what is provided in article 15 of the Company’s Bylaws and what was deliberated in the 20th Ordinary Stockholders General Meeting held on April 30, 1982, declared terminated in this date the present mandate of the members of the Administrative Council and Directors of ELETROBRÁS, and that new Counselors and Directors should be elected in the present General Meeting. Next, the President granted the floor to the Representative of the Union, who said: “I indicate and vote in the following names for members of the Administrative Council of Eletrobrás: MANOEL PINTO DE AGUIAR, Brazilian, married, lawyer and professor, identity card No. 326, enrollment No. 182 with the Brazilian Bar Association, State of Bahia Section, domiciled and residing at Rua Visconde de Pirajá 592, cobertura, Ipanema, Rio de Janeiro, State of Rio de Janeiro, CPF No. 000.181.715/91 (reelection); JOSÉ GOLDEMBERG, Brazilian, married, physicist, identity card No. 1.614.363 of the Public Security Secretariat of the State of São Paulo, domiciled and residing at Rua Alceu de Assis No. 64, apartmento 162 – Jardim Europa, São Paulo, State of São Paulo, CPF No. 065.477.538/91 (reelection); ANTONIO DIAS LEITE JÚNIOR, Brazilian, married, engineer, identity card No. 304.331 of the Public Security Secretariat of the Federal District, domiciled and residing at Rua Leôncio Correa, 111 – Leblon, Rio de Janeiro, State of Rio de Janeiro, CPF No. 006.972.737/68; JOSÉ COSTA CAVALCANTI, Brazilian, married, military man, identity card No. 1G-156.528 of the Ministry of the Army, domiciled and residing at Rua Afrânio de Mello Franco 17, apartmento 402, Leblon, Rio de Janeiro, State of Rio de Janeiro, CPF No. 000.097.091/34; HENRI PHILIPPE REICHSTUL, naturalized Brazilian, married, economist, identity card No. 3.798.203 of the Public Security Secretariat of the State of São Paulo, domiciled and residing at Rua José de Freitas Guimarães No. 304 – Pacaembu, São Paulo, State of São Paulo, CPF No. 001.072.248/26; NEY AMYNTHAS DE BARROS BRAGA, Braziliam, married, military man, identity card No. 57129-6 of the Public Security Secretariat of the State of Paraná, domiciled and residing at Rua Generoso Borges 336, Bairro Batel, Curitiba, State of Paraná, CPF No. 000.236.049/72; IVAN MACEDO MELLO, Brazilian, married, engineer, identity card No. 2.670.951 of Félix Pacheco Institute, domiciled and residing at Rua Paul Redfern No. 19, apartment 201 – Ipanema; Rio de Janeiro, State of Rio de Janeiro, CPF No. 011.491.137/15; ANTÔNIO CARLOS TATIT HOLTZ, Brazilian, married, engineer, identity card No. 573.161 of the Institute of Identification of Paraná, domiciled and residing at Rua Santa Clara No. 200, apartmento 802, Copacabana, Rio de Janeiro, State of Rio de Janeiro, CPF No. 000.262.719/15 (reelection); CARLOS ALBERTO PÁDUA AMARANTE, Brazilian, married, civil engineer, identity card No. 1.029.455 of Félix Pacheco Institute, domiciled and residing at Rua Corcovado No. 123, apartmento 501, Jardim Botânico, Rio de Janeiro, State of Rio de Janeiro, CPF No. 014.738.087/15; PAULO PROCOPIAK DE AGUIAR, Brazilian, married, engineer, identity card No. 197.913-PR, domiciled and residing at Av. Dr. Vicente Machado No. 2356, Curitiba, State of Paraná, CPF No. 000.287.709/00. With the floor, the President informed that, in the form foreseen in article 15 letter “d” of the Company’s Bylaws, the election of one Administrative Counselor should also be made, separately, by the stockholders composed by natural person and legal entities of private law. Then, Dr. Ruy Coutinho do Nascimento, representative of the Stockholder BNDES asked for the floor to propose and vote in Mr. ANDRÉ FRANCO MONTORO FILHO, Brazilian, married, economist, identity card No. 2.900.222 of the Public Security Secretariat of the State of São Paulo, domiciled and residing at Rua Baiás No. 401 – Bairro City Boaçava, São Paulo, State of São Paulo, CPF No. 002.288.858/68, to compose the Administrative Council of ELETROBRÁS. Asking again for the floor, the representative of the Union said: “I indicate and vote in the following names, for Directors of ELETROBRÁS: ANTÔNIO CARLOS TATIT HOLTZ, Brazilian, married, engineer, identity card No. 573.161 of the Institute of Identification of Paraná, domiciled and residing at Rua Santa Clara No. 200, apartmento 802, Copacabana, Rio de Janeiro, State of Rio de Janeiro, CPF No. 000.262.719/15 (reelection); CARLOS ALBERTO PÁDUA AMARANTE, Brazilian, married, civil engineer, identity card No. 1.029.455 of Félix Pacheco Institute, domiciled and residing at Rua Corcovado No. 123, apartmento 501, Jardim Botânico, Rio de Janeiro, State of Rio de Janeiro, CPF No. 014.738.087/15; PAULO PROCOPIAK DE AGUIAR, Brazilian, married, engineer, identity card No. 197.913-PR, domiciled and residing at Av. Dr. Vicente Machado No. 2356, Curitiba, State of Paraná, CPF No. 000.287.709/00; JOSÉ MARCONDES BRITO DE CARVALHO, Brazilian, married, mechanical and electrician engineer, identity card No. RGI - 293.192-SP of the Public Security Secretariat of the State of São Paulo, domiciled and residing at Rua Padre João Manuel 328, apartment 16-A, São Paulo, State of São Paulo, CPF No. 005.471.588/15 (reelection); MARCOS JOSÉ MARQUES, Brazilian, married, economist, identity card No. M-22786 of the Public Security Secretariat of Minas Gerais, domiciled and residing at Rua Caraça No. 58, apartmento 102 – Bairro da Serra, Belo Horizonte, State of Minas Gerais, CPF No. 008.495.296/20”. With the floor, the President considering elected the members of the new administration, explained that the following composition will be in effect: Administrative Council: MÁRIO PENA BHERING - President, appointed by Presidential Decree of April 9, 1985; MANOEL PINTO DE AGUIAR, JOSÉ GOLDEMBERG, ANTONIO DIAS LEITE JÚNIOR, JOSÉ COSTA CAVALCANTI, HENRI PHILIPPE REICHSTUL, NEY AMYNTHAS DE BARROS BRAGA, IVAN MACEDO MELLO, ANDRE FRANCO MONTORO FILHO, ANTONIO CARLOS TATIT HOLTZ, CARLOS ALBERTO PÁDUA AMARANTE and PAULO PROCOPIAK DE AGUIAR; and Executive Board of Directors: MARIO PENNA BHERING – President and ANTONIO CARLOS TATIT HOLTZ, CARLOS ALBERTO PÁDUA AMARANTE, PAULO PROCOPIAK DE AGUIAR. JOSÉ MARCONDES BRITO DE CARVALHO and MARCOS JOSÉ MARQUES – Directors. Passing to the seventh item of the Agenda, the President informed that according to article 32 of the Company’s Bylaws, and what was deliberated in he 22nd Ordinary Stockholders General Meeting held on April 30, 1984, the mandate of present Fiscal Counselors was terminating in this date, and then granted the floor to the representative of the Union, who said: I appoint and vote in the following names, for effective members of the Statutory Audit Committee: SYLVIO SANTOS CURADO (reelection), Brazilian, married, lawyer, identity card No. 1665 of the Brazilian Bar Association, domiciled and residing at Praia do Flamengo 172, 7 andar, Flamengo, Rio de Janeiro, State of Rio de Janeiro, CPF No. 005.969.497/15, from the Federal Brazilian Bar Association; JOSÉ MARIA ARBEX, Brazilian, married, economist, identity card No. 3.620.364 of the Public Security Secretariat of the State of São Paulo, domiciled and residing at Travessa da rua do Estilo Barroco Alley 431, house 72 – Santo Amaro – São Paulo, State of São Paulo, CPF No. 044.116.178/20, from the Federal Council of Economy; PAULO AUGUSTO LEONELLI, Brazilian, single, engineer, identity card No. 6.641.224 of the Public Security Secretariat of São Paulo, domiciled and residing at Rua Macapá 358, casa 04, Ondina, Salvador, State of Bahia, CPF No. 255.504.808/48, of the Federal Council of Engineering, Architecture and Agronomy; CARLOS EDUARDO MOREIRA FERREIRA, Brazilian, married, lawyer, identity card No. 2.121.199 of the Public Security Secretariat of São Paulo, domiciled and residing at Rua Carlos Norberto de Souza Aranha 641 – São Paulo, State of São Paulo, CPF No. 004.578.928/20, from the National Confederation of the Industry; EVALDO JOSÉ DE OLIVEIRA, Brazilian, married, economist, identity card No. M-121335 of Public Security Secretariat of Minas Gerais, domiciled and residing at SQS 312 bloco J, apartmento 604, Brasília, Distrito Federal, CPF No. 007.306.026/72, indicated by the Preferred Stockholders (Union) and for alternates, respectively, LUIZ CARLOS VALLE NOGUEIRA (reelection) Brazilian, married, lawyer, identity card No. 563 of the Brazilian Bar Association, domiciled and residing at Rua Marquês de Olinda 64-A, apartmento 107, Botafogo, Rio de Janeiro, State of Rio de Janeiro, CPF No. 010.284.217/53, from the Federal Brazilian Bar Association; CRISTIANO ROBERTO TATSCH, Brazilian, single, (illegible), identity card No. 2141 from the Regional Council of Economy - 4th Region, domiciled and residing at Rua Carlos Teim Filho 135/201, Porto Alegre, State of Rio Grande do Sul, CPF No. 145.948.380 – Federal Council of Economy; CARMELITO TORRES, Brazilian, widower, engineer, identity card No. 000.042 of the Public Security Secretariat of the State of Mato Grosso, domiciled and residing at Rua Baltazar Navarro 230 – Cuiabá, State of Mato Grosso, CPF No. 001.734.521/91 of the Federal Council of Engineering, Architecture and Agronomy – CONFEA; GABRIEL PEREIRA, Brazilian, married, administration technician, identity card No. 462.888 of Félix Pacheco Institute, domiciled and residing at Rua Paula Freitas 21, apartmento 1002 – Copacabana, Rio de Janeiro, State of Rio de Janeiro, CPF No. 002.427.487/91 of the National Confederation of the Industry; TITO CARAM GUIMARÃES, Brazilian, married, journalist, identity card No. M-169-562 of the Public Security Secretariat of the State of Minas Gerais, domiciled and residing at SQS 316, bloco F, apartmento 604, Brasília, Distrito Federal, CPF No. 045.079.916/68. indicated by the preferred stockholders (Union), selected from triple lists, according to article 32 of the Company’s Bylaws. Next, the President declared elected the members of the Administrative Council, Directors and members of the Statutory audit Committee of ELETROBRÁS appointed by BNDES and by the Union, whose mandates will last until the date of the Ordinary Stockholders General Meeting of 1988, pursuant to article 15 of Company’s Bylaws, except for the mandates of the members of Statutory audit Committee and respective alternates, which will expire on the next Ordinary Stockholders General Meeting. In consideration to the last item of the Agenda, the President submitted to the Ordinary Stockholders General Meeting approval the establishment of the fees for the Administrative Council, the members of the Executive Board of Directors and members of the Statutory Audit Committee, granting the floor to the Representative of the Union, who said: “The Federal Government proposes and votes for the establishment of an annual amount for compensation of the Executive Board, according to the policies referred in the attachment to EM-029/84 – CDE, of November 10, 1984, or other eventually established by the competent authorities, in an amount estimated in one billion, six hundred ninety-six million cruzeiros (Cr$ 1,696,000,000), and to be adjusted to comply with these same policies; for each member of the Administrative Council, the compensation will correspond to 0,20 (twenty hundredths) of the average of the monthly fees established by the State Minister for the member of Executive Board, according to the criteria established by (illegible) EM-029/84 – CDE; for each Member of the Statutory Audit Committee in effective duty, a fee corresponding to 0,10 (ten tenths) of this same average. The representative of the Federal Government also voted for the rectification of the amount approved by the Ordinary Stockholders General Meeting of April 30, 1984, from Cr$ 294,000,000 to Cr$ 304,829,389, which has been settled for annual compensation of the Executive Board of Directors and members of Administrative Council and Statutory Audit Committee of ELETROBRÁS. Taking the floor again, the President ordered to record the presence of Fiscal Counselor FRANCISCO PEREIRA DA SILVA and the representatives of Independent Auditors Boucinhas, Campos & Claro S/C, Mr. MAURO LIMA SOARES and Mr. LUIZ SALLÉ KARAM. Next, the President declared that the change in article 6 of the Company’s Bylaws approved by the General Meeting would be subordinated to the approval of the Honorable president of the Republic, by means of decree, in accordance to the provisions of article 5 of Law number 3.890-A of April 25, 1961. The Representative of the Union voted by the election of the Administrative Council, the Executive Board of Directors and the Statutory Audit Committee members, as indicated by the Honorable Minister of Mines and Energy, Dr. ANTONIO AURELIANO CHAVES DE MENDONÇA, via instructions of the honorable Chief Minister of the Civil Cabinet of the Presidency of the Republic, Dr. JOSÉ HUGO CASTELLO BRANCO. Nothing else to be discussed, and closed the meeting by the President on page 38 (thirty-eight) of the Book of Attendance No. 2, the session was adjourned for the time required to entering the present minutes in the respective book, which now goes signed by the President, by all the present Stockholders and by me, the Secretary, with an authenticated typewritten copy being provided for legal purposes. (undersigned) MARIO PENNA BHERING – President; CID HERÁCLITO DE QUEIROZ- Representative of the union; RUY COUTINHO DO NASCIMENTO – Representative of the BNDES; SATIRO LAZARO DA CUNHA – Representative of CEF; RENATO FELICIANO DIAS - Representative of the ELETROBRÁS Employees Association; ANTONIO CARLOS TATIT HOLTZ – Secretary.

Acting as President and Director of ELETROBRÁS and as President and Secretary to the 24th Ordinary General Meeting of the Company, we attest that the above text is a lawful transcription of the minutes recorded in the 3rd “Book of Minutes of General Meetings of Centrais Elétricas Brasileiras S.A. ELETROBRÁS, on page 424 and subsequent.


Brasília, April 17, 1985
(signed) (illegible)

MARIO PENNA BHERING

President
(signed) (illegible)

ANTONIO CARLOS TATIT HOLTZ



Secretary




©livred.info 2019
enviar mensagem

    Página principal