FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2008

 

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   x   Form 40-F   o

 

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): o

 

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): o

 

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    o    No    x

 

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

 

 



 

Index

 

Item

 

Description of Item

 

 

 

1.

 

Material Announcement, April 17, 2008

 

 

 

2.

 

Summary of Minutes of the 430th Meeting of the Board of Directors, April 24, 2008

 

 

 

3.

 

CEMIG Distribuição S.A., Summary of Minutes of the 68th Meeting of the Board of Directors, April 24, 2008

 

 

 

4.

 

CEMIG Geração e Transmissão S.A., Summary of Minutes of the 66th Meeting of the Board of Directors, April 24, 2008

 

 

 

5.

 

Notice to Stockholders, April 25, 2008

 

 

 

6.

 

Minutes of Ordinary and Extraordinary General Stockholders’ Meetings, April 25, 2008

 

 

 

7.

 

CEMIG Distribuição S.A., Minutes of Ordinary and Extraordinary General Stockholders’ Meetings, April 25, 2008

 

 

 

8.

 

CEMIG Geração e Transmissão S.A., Minutes of Ordinary and Extraordinary General Stockholders’ Meetings, April 25, 2008

 

 

 

9.

 

Market Announcement, April 28, 2008

 

 

 

10.

 

Material Announcement, April 28, 2008

 

 

 

11.

 

Market Announcement – 1Q 2008 results

 

 

 

12.

 

Earnings Release – 1Q 2008

 

1



 

1.                                       Material Announcement, April 17, 2008

 

2



 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

 

LISTED COMPANY

 

CNPJ 17.155.730/0001-64

MATERIAL ANNOUNCEMENT

 

Companhia Energética de Minas Gerais – Cemig, a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public, in accordance with CVM Instructions 358 and 359 of 3 and 22 January 2002, and its commitment to best corporate governance practices, that it has signed a 20-year contract (expiring in 2028) for supply of electricity to the industrial plants of the Votorantim Group in the Southeastern and Central-Western Regions of Brazil.

 

Cemig will supply the Votorantim Group with different annual levels of electrical power varying from 145 average MW in the current year to 670 average MW in some of the years. The overall total value of the contract is of the order of R$ 10,5 billion.

 

For the Votorantim Group, the agreement guarantees its present and future supply of electricity, making it possible for it to expand its business in Minas Gerais and Brazil. For Cemig, it is part of the corporate strategy of helping facilitate the industrial growth of its clients.

 

Belo Horizonte, April 17, 2008.

 

Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings

 

Av.Barbacena 1200, Santo Agostinho, 30190-131 Belo Horizonte, MG, Brazil. Tel.: +55-31 3506-5024. Fax: +55-31 3506-5025

 

3



 

2.                                       Summary of Minutes of the 430th Meeting of the Board of Directors, April 24, 2008

 

4



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
Listed company
CNPJ 17.155.730/0001-64
NIRE 31300040127

 

SUMMARY OF THE DECISIONS OF THE 430TH MEETING OF THE BOARD OF DIRECTORS

 

At its meeting held on April 24, 2008 the Board of Directors of Companhia Energética de Minas Gerais approved the following matter:

 

1.     The Jirau Hydroelectric Complex.

 

 

5



 

3.     CEMIG Distribuição S.A., Summary of Minutes of the 68th Meeting of the Board of Directors, April 24, 2008

 

6



 

 

CEMIG DISTRIBUIÇÃO S/A

Listed company

CNPJ  06.981.180/0001-16

Summary of principal decisions

 

At its 68th meeting, held on April 24, 2008, the Board of Directors of Cemig Distribuição S.A. approved the following matter:

 

1.               Until 12/31/2008, delegation of powers to enter into contracts for sale of electricity, retail supply of electricity and reserve of demand, use of the distribution system, use of the transmission system with the National System Operator (ONS), connection to the distribution system, sharing of distribution infrastructure, and other agreements.

 

 

7



 

4.                                       CEMIG Geração e Transmissão S.A., Summary of Minutes of the 66th Meeting of the Board of Directors, April 24, 2008

 

8



 

 

CEMIG GERAÇÃO E TRANSMISSÃO S/A

Listed company – CNPJ 06.981.176/0001-58.

Summary of principal decisions

 

At its 66th meeting, held on April 24, 2008, the Board of Directors of Geração e Transmissão S.A. approved the following matters:

 

1.     Delegation of powers, until 12/31/2008, to sign electricity sale contracts.

 

2.     The Jirau Hydroelectric Complex.

 

9



 

5.   Notice to Stockholders, April 25, 2008

 

10



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

 

CNPJ 17.155.730/0001-64

 

NOTICE TO STOCKHOLDERS

 

We advise our stockholders that the Ordinary and Extraordinary General Meeting of Stockholders held on this date, decide as follows:

 

1.    INCREASE IN REGISTERED CAPITAL AND STOCK BONUS:

 

1.1.      Increase of the registered capital by R$ 2,432,307,280.00, to R$ 2,481,507,565.00, through the issue of 9,840,057 new shares, of which 4,300,891 would be nominal common shares and 5,539,166 would be nominal preferred shares, each with nominal unit value of R$ 5.00 (five Reais), through capitalization of R$ 49,200,285.00 upon the incorporation of the amounts paid as principal under Clause 5 of the Contract for Assignment of Credit of the Outstanding Balance on the CRC (Results Compensation) account. As a consequence, a stock bonus in the proportion of 2.022782458% will be distributed to stockholders in new shares, of the same type as those held, also with nominal unit value of R$ 5.00 (five Reais).

 

1.2.      All stockholders whose names are on the company’s Nominal Share Register on April 25, 2008 will be entitled to this benefit. These shares will trade “ex-” the right to this bonus from the date April 28, 2008.

 

1.3.      Under §1 of Article 25 of Federal Revenue Service Normative Instruction 25/2001, the unit cost of acquisition attributed to shares in the bonus is R$ 5.00.

 

1.4.      According to CVM (Securities Commission) Normative Instruction 168/91, the amount obtained in Reais on sale of any fractions resulting from the calculation of the bonus will be paid to the holders of those fractions jointly with the payment of the first installment of the dividend for the 2007 business year.

 

 

11



 

2.    DIVIDENDS

 

In accordance with sub-clause “b” of the sole sub-paragraph of Article 28 of our bylaws, the amount of
R$ 867,725,000, corresponding to R$ 1.749127683 per share after stock bonus, will be distributed in the form of dividend, in view of the net profit of R$ 1,735,449,000 for 2007, as follows:

 

a.               Stockholders whose names are on the company’s Nominal Share Register on April 25, 2008 will be entitled to this benefit.

The shares will be traded “ex-dividend”, from the date April 28, 2008.

 

We remind stockholders of the importance of updating their details with us, since payment of proceeds of corporate action can be made only to stockholders whose information is up to date or who have a current account, with any bank, registered with Bradesco S.A. (the institution that manages Cemig’s Nominal Share Registry. For this purpose they should visit any branch of Bradesco, with their personal documents.

 

Belo Horizonte, April 25, 2008

 

Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings

 

12



 

6.                                                                                       Minutes of Ordinary and Extraordinary General Stockholders’ Meetings, April 25, 2008

 

13



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

MINUTES OF ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
OF STOCKHOLDERS, HELD ON APRIL 25, 2008.

 

On April 24, 2008 at 10.30 a.m., at the company’s head office, Av. Barbacena, 1200, 18th Floor, Belo Horizonte, Minas Gerais State, Brazil, stockholders of Companhia Energética de Minas Gerais – Cemig, representing more than two-thirds of the registered capital with the right to vote, as recorded in the Stockholders’ Attendance Book, where all signed and made the required statements, met in Ordinary and Extraordinary General Meetings, on first convocation. The stockholder State of Minas Gerais was represented by Mr. José Bonifácio Borges de Andrada, Attorney-General of the State of Minas Gerais, in accordance with the legislation in force. The following were also present: Audit Board Member Aristóteles Luiz Menezes Vasconcelos Drumond, KPMG Auditores Independentes, represented by Marco Túlio Fernandes Ferreira, CRC-MG 058176/O-0, and Gustavo Fernandes Guimarães, CRC-MG 068539/O-1, and the Chief Officers Luiz Fernando Rolla.

 

Initially, Anamaria Pugedo Frade Barros, Superintendent of the Cemig General Secretariat Office, informed the meeting that there was a quorum for holding the Ordinary and Extraordinary General Meetings of Stockholders, and that the stockholders present should choose a Chairman for these meetings, in accordance with Clause 10 of the company’s Bylaws.

 

Taking the floor, the representative of the State of Minas Gerais proposed the name of the stockholder Manoel Bernardino Soares to chair the meeting. The proposal of the representative of the stockholder State of Minas Gerais was put to a vote and approved unanimously.

 

The Chairman then stated the two meetings to be open and invited me, Anamaria Pugedo Frade Barros, stockholder, to be Secretary of the meeting, requesting me to read the Convocation Announcement, published in the newspapers Minas Gerais, the official journal of the powers of the state, O Tempo and Gazeta Mercantil, on March 11, 12 and 13, with the following content:

 

“COMPANHIA ENERGÉTICA DE MINAS GERAIS-CEMIG
LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
CONVOCATION

 

Stockholders are hereby called to the Ordinary and Extraordinary General Meetings of Stockholders to be held on April 25, 2008 at 10.30 a.m. at the company’s head office, Av. Barbacena 1200, 18th floor, B1 wing, in the city of Belo Horizonte, de Minas Gerais, to decide on the following matters:

 

1                  Examination, discussion and voting on the report of management and the financial statements for the year ended December 31, 2007, and the respective complementary documents.

 

2                  Allocation of the net profit for 2007, in the amount of R$ 1,735,449,000, in accordance with Article 192 of Law 6404 of December 15, 1976 as amended.

 

3                  Decision on the form and date of payment of the obligatory dividend, in the amount of R$ 867,725,000.

 

4                  Decision on the allocation to be adopted between the amount capitalized and the amount corresponding to the payments relating to the first to eighth installments of the amortization of the principle of the said Agreement for assignment of credit.

 

5-              Approval of the increase of the registered capital from R$ 2,432,307,280.00 to R$ 2,481,507,565.00 through the issue of 9,840,057 new shares, upon capitalization of the amount of R$ 49,200,285.00 referring to the incorporation of the installments paid as updated principal until December 1995 under Clause 5 of the Contract for Assignment of Credit of the Outstanding Balance on the CRC (Results Compensation) Account, signed between the State of Minas Gerais and the Company,

 

 

14



 

distributing, as a consequence, to the stockholders a stock bonus of 2.022782458% in new shares, of the same type as those held, with nominal unit value of R$ 5.00.

 

6                  Authorization to the Executive Board to take measures relating to the stock bonus of 2.022782458%, in new shares, of the same type as those held, with nominal unit value of R$ 5.00, to stockholders of the shares making up the capital of R$ 2,432,307,280, whose names are in the Nominal Share Registry on the date that these General Meetings of Stockholders are held, including: attribution of this bonus; sale on a securities exchange of amounts of whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said bonus and division of the net proceeds of the sale, proportionately, to the holders of the fractions traded; decision on the date and form of payment of this sale; all the shares resulting from this bonus having the same rights as those shares from which they originate.

 

7                  Subsequent redrafting of the head paragraph of Clause 4 of the bylaws, as a result of the increase of the registered capital mentioned above.

 

8                  Election of sitting members and substitute members of the Audit Board and setting of their remuneration.

 

9                  Alteration in the composition of the board of Directors, as a result of resignation or dismissal of members, as requested by the stockholder Southern Electric Brasil Participações Ltda., in correspondence filed at the company.

 

10            Setting of the remuneration of the managers of the company.

 

11            Authorization for the representative of Companhia Energética de Minas Gerais to vote in favor of the following matters at the Ordinary and Extraordinary General Meetings of Cemig Distribuição S.A. to be held, jointly, on April 5, 2008:

 

a.               Examination, discussion and voting of the report of management and financial statements, for the business year ended December 31, 2007, and the respective complementary documents.

 

b.              Allocation of the net profit for 2007, in the amount of R$ 771,208,000, in accordance with Article 192 of Law 6404 of December 15, 1976, as amended.

 

c.               Decision on the form and date of payment of the Interest on Equity, and complementary dividends, in the amount of R$ 680,648,000.

 

d.              Change in the composition of the Board of Directors as a result of resignation, if there is an alteration in the composition of the Board of Directors of Cemig.

 

e.               Election of sitting members and substitute members of the Audit Board.

 

12            Authorization for the representative of Companhia Energética de Minas Gerais to vote in favor of the following matters at the Ordinary and Extraordinary General Meetings of Cemig Geração e Transmissão S.A. to be held, jointly, on April 25, 2008:

 

a.               Examination, discussion and voting of the report of management and financial statements, for the business year ended December 31, 2007, and the respective complementary documents.

 

b.              Allocation of the net profit for 2007, in the amount of R$ 747,024,000, in accordance with Article 192 of Law 6404 of December 15, 1976, as amended.

 

c.               Decision on the form and date of payment of the Interest on Equity, and complementary dividends, in the amount of R$ 709,673,000.

 

d.              Change in the composition of the Board of Directors as a result of resignation, if there is an alteration in the composition of the Board of Directors of Cemig.

 

e.               Election of sitting members and substitute members of the Audit Board.

 

Under Article 3 of CVM Instruction 165 of December 11, 1991, adoption of the multiple voting system for election of members of the company’s Board requires the vote of stockholders representing a minimum percentage of 5% (five per cent) of the voting stock.

 

Any stockholder who wishes to be represented by proxy in General Meetings of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by April 22, 2008, proofs of ownerships of the shares issued by a depositary financial institution, and a power of attorney with special powers, at the General Secretariat of the Company at Av. Barbacena 1200, 19th floor, B1 wing, Belo Horizonte, Minas Gerais, or showing them at the time of the meeting.

 

Belo Horizonte, Brazil, March 6, 2008.

 

15



 

Marcio Araujo de Lacerda
Chairman of the Board of Directors

 

Before the items on the agenda of this meeting were put to debate and the vote, the representative of the stockholder Southern Electric Brasil Participações Ltda. stated that the changes in the Bylaws made by the Extraordinary General Meeting of Stockholders of October 25, 1999, and also the subsequent meetings, were approved only by virtue of the suspension of the Stockholders’ Agreement, by decision of the Courts, and were thus provisional and precarious.

 

He stated that hence the acts and operations practiced or submitted to approval by the management bodies of Cemig, supported by the said changes in the Bylaws made under the protection of the Court decision in force today, may, at any moment, be reviewed and withdrawn from the world of legal existence.

 

On this question, the representative of the stockholder State of Minas Gerais reminded the meeting that the decision which annulled the Stockholders’ Agreement signed between the State of Minas Gerais and Southern Electric Brasil Participações Ltda. no longer has an interim or provisional character.

 

It is, he said, a decision on the merit and it is thus a case not of suspension but of annulment.

 

He added that there is already in existence a decision on the merit that annuls the Stockholders’ Agreement confirmed by the Appeal Court of the State of Minas Gerais.

 

He further explained that the decisions of these Meetings can only take into account what exists in reality and at the present moment, and that it would be irresponsible not to vote on matters, in expectation of Court decisions, since, in reality, the said Stockholders’ Agreement, by force of Court judgment, cannot produce any effect and the decisions taken are taken within strict compliance with the Court decision.

 

Finally, he noted that the Extraordinary and Special Appeals brought by Southern were not admitted by the Vice-chairman of the Minas Gerais Appeal Court, and that the Higher Appeal Court refused the interlocutory and special appeals brought by Southern, thus underlining and reinforcing the legal situation already stated by the Minas Gerais Appeal Court, that is to say, the inefficacy of the Stockholders’ Agreement subject of the action.

 

Once again taking the floor, the representative of Southern Electric Brasil Participações Ltda. stated that the Interlocutory Appeal brought against the dispatch denying the Extraordinary Appeal is awaiting judgment in proceedings in the Federal Supreme Court.

 

Then, the Chairman, 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, 2007, and the respective complementary documents, explaining that they have been widely disclosed in the press, since they were placed at the disposal of stockholders by a notice published in the newspapers Minas Gerais, the official journal of the powers of the state, O Tempo and Gazeta Mercantil, on March 11, 12 and 13 of this year, and published in the same publications on April 8 of this year.

 

The Chairman then put to the vote the Report of Management and the Financial Statements for the year ended December 31, 2006, and the respective complementary documents, and they were approved, with the persons legally impeded abstaining. The fund Citibank NA also abstained.

 

Continuing the proceedings, the Chairman requested the Secretary to read the proposal by the Board of Directors, which deals with items 2, 3 and 6 to 13 of the agenda, and also the Opinions of the Audit Board thereon, the contents of which documents are as follows:

 

16



 

 

PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, TOGETHER, ON APRIL 25, 2008.

 

To the Stockholders:

The Board of Directors of Companhia Energética de Minas Gerais (Cemig) –

 

· in view of:

 

·

 

Article 192 of Law 6404, of December 15, 1976, as amended, and Clauses 20, 21 and 22 of the Bylaws, and the Financial Statements for 2007, presenting net profit of R$ 1,735,449,000;

 

 

 

·

 

Clause Five – Incorporation of capital – of the Agreement for Assignment of the Outstanding Balance on the CRC (Results Compensation) Account, signed on May 31, 1995, between the State of Minas Gerais and Companhia Energética de Minas Gerais – Cemig, stating that the amounts effectively paid by the State of Minas Gerais as principal shall be incorporated into the Company’s registered capital;

 

 

 

·

 

the payments made by the State of Minas Gerais in relation to installments number 1 to 8 of amortization of the principal, adjusted in accordance with the Fifth Amendment to the Agreement for Assignment of the Outstanding Balance of the CRC (Results Compensation) Account, total R$ 49,200,286.26 (forty nine million, two hundred thousand, two hundred and eighty six Reais and twenty-six centavos), after discounting of the amounts incorporated into the capital in 2002, in the form of a bonus, in new shares, in the amount of R$ 31,543,205.93 (thirty one million, five hundred and forty three thousand, two hundred and five Reais and ninety-three centavos), according to the said Clause Five;

 

 

 

·

 

Sub-clause “g” of paragraph 4 of Clause 21 of the Company’s Bylaws;

 

· now proposes to you the following:

 

I)             That the net profit for 2007, in the amount indicated, should be allocated as follows:

 

1)

 

R$ 86,772,000, or 5% of the net profit, should be allocated to the Legal Reserve, in accordance to sub-clause “a” of the sole sub-paragraph of Clause 28 of the Bylaws.

 

 

 

2)

 

R$ 305,573,00 should be allocated to the Retained Earnings account, for use in investments and payment of expenses, taxes and service of debt, as per the Cash Budget approved CRCA-081/2007, of December 29, 2007.

 

 

 

3)

 

R$ 867,725,000 should be allocated as an obligatory dividend to the stockholders of the company, in accordance with sub-clause “b” of the sole sub-paragraph of Article 28 of the Bylaws and the applicable legislation.

 

 

 

4)

 

R$ 475,379,000 should be kept in Stockholder’s Equity in the account reserved under the Bylaws specified in sub-clause “c”, sole sub-paragraph of Article 28 and Article 30 of the Bylaws.

 

· the payments of dividends to be made in two installments, by June 30 and December 30, 2008, and may be brought forward, depending on the availability of cash and decision by the Executive Board; and the decision on extraordinary dividends may take place over the business year of 2008, after decision on the plan for acquisition of assets specified in the Strategic Plan.

 

Appendix 1 summarizes the cash budget of Cemig for 2008, approved by the Board of Directors, characterizing the inflows of funds and disbursements for compliance with the allocations of the profit for the year.

 

Appendix 2 summarizes the calculation of the dividends proposed by the Management, in accordance with the Bylaws.

 

II)            Approval of the increase of the registered capital from R$ 2,432,307,280.00 (two billion, four hundred and thirty two million, three hundred and seven thousand, two hundred and eighty Reais) to R$ 2,481,507,565.00 (two billion, four hundred and eighty one million, five hundred and seven thousand, five hundred and sixty-five Reais) through the issue of 9,840,057 (nine million, eight hundred and forty thousand and fifty seven) new shares, of which 4,300,891 (four million, three hundred thousand, eight hundred and ninety-one) are common, nominal shares of nominal unit value R$ 5.00 (five Reais) each, and 5,539,166 (five million, five hundred and thirty nine thousand, one hundred and sixty-six) are preferred shares, with nominal value of R$ 5.00 (five Reais) each, upon capitalization of the amount of R$ 49,200,285.00 (forty nine million, two hundred thousand, two hundred and eighty five Reais), referring to the incorporation of the installments paid as updated principal until December 1995 under Clause 5 of the Contract for Assignment of Credit of the Outstanding Balance on the CRC (Results

 

 

17



 

Compensation) Account, signed on May 31, 1995 between the State of Minas Gerais and Companhia Energética de Minas Gerais – Cemig, distributing, as a consequence, to the stockholders a stock bonus in the proportion of 2.022782458% in new shares, of the same type as those held, with nominal unit value of R$ 5.00 (five Reais).

 

·              The difference between the amount capitalized and the amount corresponding to the payments made by the State of Minas Gerais in relation to the installments numbers 1 to 8 of amortization of the principal of the said Contract for Assignment of Credit, adjusted in accordance with the Fifth Amendment to that Contract for Assignment of Credit, that is to say R$ 1.26 (one Real and twenty-six centavos) shall be maintained in the balance for future incorporations in view of the minimum value for incorporation being the nominal value of one share.

 

III)           Consequent redrafting of the head paragraph of Article 4 of the Bylaws, which shall now read as follows:

 

“Clause 4: The company’s registered capital is R$ 2,481,507,565.00 (two billion, four hundred and eighty one million, five hundred and seven thousand, five hundred and sixty-five Reais) represented by:

 

a)

 

216,923,394 (two hundred and sixteen million, nine hundred and twenty three thousand, three hundred and ninety-four) nominal common shares each with nominal value of R$ 5.00 (five Reais);

 

 

 

b)

 

279,378,119 (two hundred and seventy nine million, three hundred and seventy-eight thousand, one hundred and nineteen) nominal preferred shares each with nominal value of R$ 5.00 (five Reais).”

 

 

IV)          That the Executive Board be authorized to take the following measures in relation to the bonus:

 

1)

 

To attribute a bonus of 2.022782458%, in new shares, of the same type as those held, and of nominal value R$ 5.00 (five Reais), to the holders of the shares making up the capital of R$ 2,432,307,280.00 (two billion, four hundred and thirty two million, three hundred and seven thousand, two hundred and eighty Reais), whose names are in the Nominal Share Register on the date that the General Meeting that decides on this proposal is held.

 

 

 

2)

 

To sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the fractions remaining arising from the said bonus, and to divide the net proceeds of the sale proportionately between the stockholders holding the respective fractions traded.

 

 

 

3)

 

To pay to the stockholders, proportionately, the product of the sum of the remaining fractions together with the first installment of the dividends for the business year 2007.

 

 

 

4)

 

To establish that all the shares resulting from the said bonus shall have the same rights as the shares from which they arose.

 

V)            That the representatives of Cemig 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 jointly, on April 25, 2008, vote in favor of the agenda, that is to say:

 

Cemig D:

 

·

 

Examination, discussion and voting on the report of management and the financial statements for the year ended December 31, 2007, and the respective complementary documents.

 

 

 

·

 

Allocation of the net profit for 2007, in the amount of R$ 771,208,000, in accordance with Article 192 of Law 6404 of December 15, 1976 as amended.

 

 

 

·

 

Decision on the form and date of payment of the obligatory dividend, in the amount of R$ 680,648,000.

 

 

 

·

 

Alteration in the composition of the board of Directors, if there is a change in the composition of the Board of Directors of Cemig.

 

 

 

·

 

Election of sitting members and substitute members of the Audit Board.

 

Cemig GT:

 

·

 

Examination, discussion and voting on the report of management and the financial statements for the year ended December 31, 2007, and the respective complementary documents.

 

 

 

·

 

Allocation of the net profit for 2007, in the amount of R$ 747,024,000, in accordance with Article 192 of Law 6404 of December 15, 1976 as amended.

 

 

 

·

 

Decision on the form and date of payment of the obligatory dividend, in the amount of R$ 709,673,000.

 

 

 

·

 

Alteration in the composition of the board of Directors, if there is a change in the composition of the Board of Directors of Cemig.

 

 

 

·

 

Election of sitting members and substitute members of the Audit Board.

 

18



 

Belo Horizonte, Brazil, March 6, 2008.

(Signed by)

 

Marcio Araujo de Lacerda – Chairman

 

Djalma Bastos de Morais – Vice-Chairman

 

Aécio Ferreira da Cunha – Member

 

Alexandre Heringer Lisboa – Member

 

Andréa Paula Fernandes Pansa – Member

 

Antônio Adriano Silva – Member

 

Carlos Augusto Leite Brandão – Member

 

Evandro Veiga Negrão de Lima – Member

 

Francelino Pereira dos Santos – Member

 

Haroldo Guimarães Brasil – Member

 

José Augusto Pimentel Pessôa – Member

 

Maria Estela Kubitschek Lopes – Member

 

Nilo Barroso Neto – Member

 

Wilson Nélio Brumer-Member

 

Wilton de Medeiros Daher – Member

 

APPENDIX 1 TO THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, BY APRIL 30, 2008
CASH BUDGET FOR 2008
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
In current R$ ‘000

 

Item

 

Total 2008(*)

 

AV %

 

 

 

 

 

 

 

A - INITIAL BALANCE

 

15,396

 

 

 

 

 

 

 

 

B - FUNDS

 

1,489,227

 

100.0

 

Raised

 

 

 

Capital resources

 

1,399,270

 

94.0

 

Other (Infovias)

 

89,957

 

6.0

 

 

 

 

 

 

 

C - DISBURSEMENTS

 

1,173,298

 

100.0

 

Capital expenditure program

 

131,581

 

11.2

 

Expenses budget

 

66,893

 

5.7

 

Taxes

 

 

 

Debt servicing

 

107,099

 

9.1

 

Dividends

 

867,725

 

74.0

 

Extraordinary dividends

 

 

 

 

 

 

 

 

 

D - FINAL BALANCE (A+B-C)

 

331,325

 

 

 


(*)         Approved by CRCA-081/2007, of 29-12-20/07, with the following adjustments:

Adjustment to the item Capital resources: Dividends arising from allocation of profit of

 

Cemig GT -

 

R$ 541,718,000,

Cemig D -

 

R$ 675,008,000 and Subsidiaries - R$ 182,544,000.

 

Capital Expenditure Program: First portion of injection of capital into GASMIG of R$ 93,737,000, decided by the Board of Directors on March 6, 2008.

 

APPENDIX 2 TO THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS TO BE

HELD, JOINTLY, BY APRIL 30, 2008

CALCULATION OF PROPOSED MINIMUM DIVIDENDS
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

 

 

31-12-2007

 

 

 

R$ ‘000

 

Minimum dividend for the preferred shares - under the Bylaws:

 

 

 

 

 

 

 

Nominal value of the preferred shares

 

1,369,195

 

Percentage applicable to the above

 

10.00

%

Value of dividends by the first payment criterion

 

136,920

 

 

 

 

 

- as percentage of stockholders’ equity

 

8,390,177

 

Percentage of stockholders’ equity represented by the preferred shares

 

56.27

%

Value of stockholders’ equity represented by the preferred shares

 

4,721,153

 

Percentage applicable to the stockholders’ equity represented by the preferred shares

 

3.00

%

Value of dividends by the second payment criterion

 

141,635

 

 

 

 

 

Minimum dividend for the preferred shares under the Bylaws

 

141,635

 

Obligatory dividend

 

 

 

Net profit for the year

 

1,735,449

 

Obligatory dividend – 50.00% of the net profit

 

867,725

 

Net dividends proposed:

 

867,725

 

 

 

 

 

Total dividend for the preferred shares

 

488,269

 

Total dividend for the common shares

 

379,456

 

 

 

 

 

Dividend per share - R$

 

 

 

Minimum dividend under the bylaws for the preferred shares

 

0.52

 

Obligatory dividend

 

1.78

 

Net dividends proposed

 

1.78

 

19



 

“OPINION OF THE AUDIT BOARD:

 

The members of the Audit Board of Companhia Energética de Minas Gerais (Cemig), undersigned, in the performance of their functions under the law under the Bylaws, have examined the Proposals of the Board of Directors relating to:

 

I)             Allocation of the net profit for the business year 2007, in the amount of R$ 1,735,449,000 as follows:

 

1)

 

R$ 86,772,000, being 5% of the net profit, to be allocated to the account of the Legal Reserve, in accordance with sub-clause ‘a’ of the sole sub-paragraph of Clause 28 of the Bylaws;

 

 

 

2)

 

R$ 305,573,000 to be allocated to the account of Retained Earnings, for application in investments and payment of expenses, taxes and service of debt, as per cash budget approved by CRCA-081/2007, of December 29, 2007;

 

 

 

3)

 

R$ 867,725,000 allocated as obligatory dividend, to the stockholders of the Company, in accordance with sub-clause ‘b’ of the sole sub-paragraph of Article 28 of the Bylaws and the applicable legislations;

 

 

 

4)

 

R$ 475,379,000 to be held in stockholders’ equity in the account of Reserve Under the Bylaws specified in sub-clause ‘c’ of the sole sub-paragraph of Clause 28 and Article 30 of the Bylaws. The payment of dividends shall be made in two parts, by June 30, 2008 and December 30, 2008, and may be brought forward, depending on availability of cash and at the decision of the Executive Board. The declaration of extraordinary dividends may take place during the business year 2008, after decisions on the plan of acquisition of assets specified in the Strategic Plan;

 

II)            Approval of the increase of the registered capital from R$ 2,432,307,280.00 (two billion, four hundred and thirty two million, three hundred and seven thousand, two hundred and eighty Reais) to R$ 2,481,507,565.00 (two billion, four hundred and eighty one million, five hundred and seven thousand, five hundred and sixty-five Reais) through the issue of 9,840,057 (nine million, eight hundred and forty thousand and fifty seven) new shares, of which 4,300,891 (four million, three hundred thousand, eight hundred and ninety-one) are common, nominal shares of nominal unit value R$ 5.00 (five Reais) each, and 5,539,166 (five million, five hundred and thirty nine thousand, one hundred and sixty-six) are nominal preferred shares, each with nominal value R$ 5.00 (five Reais), upon capitalization of the amount of R$ 49,200,285.00 (forty nine million, two hundred thousand, two hundred and eighty five Reais), referring to the incorporation of the installments paid as principal, updated until December 1995, under Clause 5 of the Contract for Assignment of Credit of the Outstanding Balance on the CRC (Results Compensation) Account, signed on May 31, 1995 between the State of Minas Gerais and Companhia Energética de Minas Gerais – Cemig, distributing to the stockholders, as a consequence, a stock bonus in the proportion of 2.022782458% in new shares, of the same type as those held, with nominal unit value of R$ 5.00 (five Reais); –

 

·    the difference between the amount capitalized and the amount corresponding to the payments made by the State of Minas Gerais in relation to the installments numbers 1 to 8 of amortization of the principal of the said Contract for Assignment of Credit, adjusted in

 

20



 

accordance with the Fifth Amendment to that Contract for Assignment of Credit, that is to say R$ 1.26 (one Real and twenty-six centavos), shall be maintained in the balance for future incorporations in view of the minimum value for incorporation being the nominal value of one share.

 

III)           Consequent redrafting of the head paragraph of Article 4 of the Bylaws, which shall now read as follows:

 

“Clause 4: The company’s registered capital is R$ 2,481,507,565.00 (two billion, four hundred and eighty one million, five hundred and seven thousand, five hundred and sixty-five Reais) represented by:

 

a)

 

216,923,394 (two hundred and sixteen million, nine hundred and twenty three thousand, three hundred and ninety-four) nominal common shares each with nominal value of R$ 5.00 (five Reais);

 

 

 

b)

 

279,378,119 (two hundred and seventy nine million, three hundred and seventy-eight thousand, one hundred and nineteen) nominal preferred shares each with nominal value of R$ 5.00 (five Reais).”

 

IV)          That the Executive Board be authorized to take the following measures in relation to the bonus:

 

a)

 

To attribute a bonus of 2.022782458%, in new shares, of the same type as those held, and of nominal value R$ 5.00 (five Reais), to the holders of the shares making up the capital of R$ 2,432,307,280.00 (two billion, four hundred and thirty two million, three hundred and seven thousand, two hundred and eighty Reais) whose names are in the Nominal Share Register on the date that the General Meeting that decides on this proposal is held.

 

 

 

b)

 

To sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the fractions remaining arising from the said bonus, and to divide the net proceeds of the sale proportionately between the stockholders holding the respective fractions traded.

 

 

 

c)

 

To pay to the stockholders, proportionately, the product of the sum of the remaining fractions together with the first installment of the dividends for the business year 2007.

 

 

 

d)

 

To establish that all the shares resulting from the said bonus shall have the same rights as the shares from which they arose.

 

After carefully analyzing the said proposals and considering, further, that the legal rules relating to the matter were obeyed, the members of the Audit Board hereby give their opinion in favor of their approval by the Ordinary and Extraordinary General Meetings of Stockholders to be held, cumulatively, by April 30, 2008.

 

(Signed by:)

 

Aristóteles Luiz Menezes Vasconcellos Drummond, Celene Carvalho de Jesus, Luiz Guaritá Neto, Luiz Otávio Nunes West, Thales de Souza Ramos Filho.

 

The Chairman then placed the Proposal of the Board of Directors relating to items 2-7, 11 and 12 of the agenda, in debate.

 

Asking for the floor, the representative of Previ (Pension Fund of the Employees of Banco Brasil) proposed withdrawal from the agenda of the matters relating to the items 11 and 12 of the convocation announcement, on the argument that such matters are not in the competency of the General Meeting of Stockholders, but of the Board of Directors

 

On this matter, the chairman explained that Clause 21, paragraph 4, sub-item ‘g’, of Cemig’s Bylaws states that it is the attribution of the Executive Board to decide, among other matters, on approval, upon proposal by the CEO, jointly with the Chief Office for Finance, Investor Relations and Control of Holdings, of the declarations of vote in the General Meetings of the wholly-owned subsidiaries, jointly-owned subsidiaries, affiliated companies and 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 competence to decide on these matters is that of the General Meeting of Stockholders, and the decisions should obey the provisions of these Bylaws, the decisions of the Board of Directors, the Strategic Plan and the multi-year Strategic Plan.

 

Put to the vote, the Proposal of the Board of the Directors relating to items 2-7, 11 and 12 of the agenda was approved.

 

Citibank NA abstained from voting on all the matters.

 

21



 

The funds Macro S.A. Sociedade Depositária de Pionero Latam FCI, Templeton Emerging Markets Fund and Templeton Global Investment Trust-Templeton Bric Fund abstained from voting on items 6 and 7, and Norges Bank abstained from voting on item 7.

 

Continuing the business of the meeting, the Chairman stated that, due to the existence of vacancies on the Board of Directors, due to the resignation of the Board Members Wilson Nélio Brumer, Andréa Paula Fernandes Pansa, Carlos Augusto Leite Brandão, Evandro Veiga Negrão de Lima, José Augusto Pimentel Pessôa, Haroldo Guimarães Brasil, Nohad Toufic Harati, Andréa Leandro Silva and Eduardo Leite Hoffmann, according to letters in the Company’s possession, new sitting and substitute members should be appointed to the said Board of Directors.

 

Continuing, he stated that since adoption of the Multiple Vote was requested by the stockholder Southern Electric Brasil Participações Ltda., in a letter in the Company’s possession, 13,064,405 shares would be necessary for the election of each member of the Board of Directors. Thus, the Chairman continued, since the beginning of period of office of the present Board Members took place through adoption of the Multiple Vote, these General Meetings should now elect all the sitting and substitute members of the Board of Directors to carry out the period of office of 3 (three) years which began on April 28, 2006, that is to say, up to the Ordinary General Meeting to be held in 2009.

 

Finally, the Chairman explained that it will be necessary firstly and in view of Clause 12 of the Bylaws, to proceed to election of a sitting member, and 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.

 

Asking for the floor, as owners of preferred shares, the representative of the stockholder Previ (Banco do Brasil Pension Fund), the representative of the Puma Private Pension Plan Investment Fund, and the stockholders represented by Mr. George Washington Tenório Marcelino put forward the following stockholders to be members of the Board of Directors:

 

Sitting member:

 

 

Wilton de Medeiros Daher

 

– Brazilian, married, property manager, resident and Fortaleza-CE, at Rua Barbosa de Freitas 200/1700, Meireles, CEP 60170-020, bearer of Identity Card 2008010074941, issued by the Public Safety Department of the Federal District, and CPF 003534344-34

 

 

 

– and as his substitute member,

 

 

Guy Maria Villela Paschoal

 

Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Jornalista Djalma Andrade 210, Belvedere, CEP 30320-540, bearer of Identity Card M-616, issued by the Public Safety Department of the Estado de Minas Gerais, and CPF 000798806-06.

 

The Chairman then submitted the above mentioned nominations to debate, and, subsequently, to a vote – separately, with only holders of preferred shares participating, and they were approved. Citibank NA abstained.

 

The Chairman explained that, to complete the Board of Directors, the representative of the stockholder Southern Electric Brasil Participações Ltda. should indicate 5 sitting members and respective replacements and the representative of the Stockholder State of Minas Gerais should put forward 8 sitting members and the respective replacements.

 

Asking for the floor, the representative of the stockholder Southern Electric Brasil Participações Ltda. indicated the following stockholders as members of the Board of Directors:

 

Sitting members:

 

 

Britaldo Pedrosa Soares

 

- Brazilian, married, engineer, resident and domiciled at São Paulo-SP, at Rua João Cachoeira 292/143, Vila Nova Conceição, CEP 04535-000, bearer of

 

22



 

 

 

Identity Card MG-228266, issued by the Public Safety Department of the state of Minas Gerais, and CPF 360634796-00;

 

 

 

Evandro Veiga Negrão de Lima

 

- Brazilian, married, entrepreneur, resident and domiciled in Belo Horizonte-MG, at Av. Otacílio Negrão de Lima 5219, Pampulha, CEP 31365-450, bearer of Identity Card M-1342795, issued by the Public Safety Department of the state of Minas Gerais, and CPF 000761126-91;

 

 

 

André Araújo Filho

 

- Brazilian, married, lawyer, resident and domiciled in São Paulo-SP, at Alameda Lorena 427/13th floor, Cerqueira César, CEP 01424-000, bearer of Identity Card 2724073, issued by the Public Safety Department of the state of São Paulo, and CPF 044637908-59;

 

 

 

Roberto Pinto Ferreira Mameri Abdenur

 

- Brazilian, married, retired diplomat, resident and domiciled in Rio de Janeiro-RJ, at Rua Prudente de Morais 1179/1302, Ipanema, CEP 22420-043, bearer of Identity Card 2241672 (MAT IPASE), issued by the Foreign relations Ministry, and CPF 0750172914-72; and

 

 

 

José Castelo Branco da Cruz

 

- Brazilian, married, lawyer, resident and domiciled in Rio de Janeiro-RJ, at Rua Presidente Wilson 113/11th floor, Centro, CEP 20030-020, bearer of Identity Card 43688571, issued by the Felix Pacheco Institute, and CPF 198674503-10;

 

 

 

– and as their substitute members:

 

 

Jeffery Atwood Safford

 

- American citizen, married, entrepreneur, resident and domiciled in São Paulo-SP, at Rua José Maria Lisboa 1096/11, Jardim Paulista, CEP 01423- 001, bearer of Identity Card V365071-H, issued by the Public Safety Department of the state of São Paulo, and CPF 229902218-08;

 

 

 

Maria Amália Delfim de Melo Coutrim

 

- Brazilian, married, economist, resident and domiciled at Rio de Janeiro-RJ, Av. Rui Barbosa 582/12th floor, Flamengo, CEP 22250-020, Bearer of Identity Card 12944, issued by Corecon do Estado do Rio de Janeiro, and CPF 654298507-72;

 

 

 

Andréa Leandro Silva

 

- Brazilian, single, lawyer, resident and domiciled in São Paulo-SP, at Rua Ibiaporã 139, Água Funda, CEP 04157-090, Bearer of Identity Card 24481467-3, issued by the Public Safety Department of the state of São Paulo, and CPF 165779628-04;

 

 

 

Airton Ribeiro de Matos

 

- Brazilian, married, accountant, resident and domiciled at Mogi-Guaçu-SP, at Rua José Rodrigues Filho 90, Jardim Serra Dourada, CEP 13844-162, bearer of Identity Card 13294949, issued by the Public Safety Department of the state of São Paulo, and CPF 03 1093858-99; and

 

 

 

Sérgio Ladeira Furquim Werneck Filho

 

- Brazilian, married, company manager, resident and domiciled at São Paulo-SP, at Av. São Paulo Antigo 500/173B, Real Parque, CEP 05684-011, bearer of Identity Card M-3295169, issued by the Public Safety Department of the state of Minas Gerais, and CPF 653590036-34.

 

The representative of the stockholder State of Minas Gerais then asked for the floor and proposed the following stockholders as Members of the Board of Directors:

 

Sitting members:

 

 

Marcio Araujo de Lacerda

 

- Brazilian, married, company manager, resident and domiciled at Belo Horizonte-MG, at Rua Professor Antônio Aleixo 300/1303, Lourdes, CEP 30180-900, bearer of Identity Card MG-434694, issued by the Public Safety Department of the state of Minas Gerais, and CPF 131734726-91;

 

 

 

Djalma Bastos de Morais

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Av. Bandeirantes 665/401, Sion, CEP 30315-000, bearer of Identity Card 019112140-9, issued by the Army Ministry, and CPF 006633526-49;

 

 

 

Aécio Ferreira da Cunha

 

- Brazilian, married, lawyer, resident and domiciled at Belo Horizonte-MG, at Rua Professor Antônio Aleixo 82/501, Lourdes, CEP 30180-150, bearer of Identity Card M-3773488, issued by the Public Safety Department of the state of Minas Gerais, and CPF 000261231-34;

 

 

 

Alexandre Heringer Lisboa

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Doutor Lucídio Avelar 100/602, Estoril, CEP 30455-790, bearer of Identity Card M-510577, issued by the Public Safety Department of the state

 

23



 

 

 

of Minas Gerais, and CPF 222275206-04;

 

 

 

Antônio Adriano Silva

 

- Brazilian, married, company manager, resident and domiciled at Brasília-DF, no SHS, Quadra 01, Bloco A, apto. 523, Asa Sul, CEP 70322-900, bearer of Identity Card M-1411903, issued by the Public Safety Department of the state of Minas Gerais, and CPF 056346956-00;

 

 

 

Francelino Pereira dos Santos

 

- Brazilian, married, lawyer, resident and domiciled at Belo Horizonte-MG, at Rua Professor Antônio Aleixo 222/902, Lourdes, CEP 30180-150, bearer of Identity Card M-2063564, issued by the Public Safety Department of the state of Minas Gerais, and CPF 000115841-49;

 

 

 

Maria Estela Kubitschek Lopes

 

- Brazilian, married, architect, resident and domiciled at Rio de Janeiro-RJ, at Rua Alberto de Campos 237/101, Ipanema, CEP 22411-030, Bearer of Identity Card 45280-D, issued by CREA-RJ, and CPF 092504987-56; and

 

 

 

João Camilo Penna

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua La Plata 90, Sion, CEP 30315-460, bearer of Identity Card MG- 246968, issued by the Public Safety Department of the state of Minas Gerais, and CPF 000976836-04;

and as their substitute members:

 

 

Paulo Sérgio Machado Ribeiro

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Piauí 1848/503, Funcionários, CEP 30150-321, bearer of Identity Card 34133/D, issued by CREA/MG, and CPF 428576006-15;

 

 

 

Lauro Sérgio Vasconcelos David

 

- Brazilian, married, company manager, resident and domiciled at Belo Horizonte-MG, at Rua Cruz Alta 107/302, João Pinheiro, CEP 30530-150, bearer of Identity Card M-3373627, issued by the Public Safety Department of the state of Minas Gerais, and CPF 603695316-04;

 

 

 

Eduardo Lery Vieira

 

- Brazilian, legally separated, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Aripuanã 80/302, Estoril, CEP 30455-830, bearer of Identity Card M-975155, issued by the Public Safety Department of the state of Minas Gerais, and CPF 079802996-04;

 

 

 

Franklin Moreira Gonçalves

 

- Brazilian, married, data processing technologist, resident and domiciled at Belo Horizonte-MG, at Rua João Gualberto Filho 551/302, Sagrada Família, CEP 31030-410, bearer of Identity Card MG-5540831, issued by the Public Safety Department of the state of Minas Gerais, and CPF 754988556-72;

 

 

 

Marco Antonio Rodrigues da Cunha

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Miguel Abras 33/501, Serra, CEP 30220-160, bearer of Identity Card M-281574, issued by the Public Safety Department of the state of Minas Gerais, and CPF 292581976-15;

 

 

 

Luiz Antônio Athayde Vasconcelos

 

- Brazilian, legally separated, economist, resident and domiciled at Belo Horizonte-MG, at Rua Professor Morais 476/1003, Funcionários, CEP 30150-370, bearer of Identity Card M-4355, issued by the Public Safety Department of the state of Minas Gerais, and CPF 194921896-15;

 

 

 

Fernando Henrique Schüffner Neto

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Martim de Carvalho 395, apto. 700, Santo Agostinho, CEP 30190-090, bearer of Identity Card M-1311632, issued by the Public Safety Department of the state of Minas Gerais, and CPF 320008396-49; and

 

 

 

Guilherme Horta Gonçalves Júnior

 

- Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Engineer Walter Kurrle 51/902, Belvedere, CEP 30320-700, bearer of Identity Card 1622046, issued by the Public Safety Department of the Distrito Federal, and CPF 266078757-34; respectively.

 

The nominations made by the representative of the stockholder Southern Electric Brasil Participações Ltda. and by the representative of the stockholder State of Minas Gerais having been put to the vote, they were approved, the representative of the stockholder Southern Electric Brasil Participações Ltda. voting in favor of the board members which he indicated, and the representative of the stockholders State of Minas Gerais voting for the board members which he had indicated. Citibank NA abstained. The following funds voted against the proposal: Macro S.A. Sociedade Depositária de Pionero Latam FCI, Templeton Emerging Markets Fund, Templeton Global Investment Trust-Templeton Bric Fund.

 

24



 

The members elected declared – in advance – that they are not subject to any prohibition on exercise of commercial activity, and made a solemn undertaking that they are aware of and will obey and comply with the principles, ethical values and rules established by the Code of Ethnical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

Continuing with the business, the Chairman stated that the period of office of the Audit Board terminated with the present meeting, and there should thus be a new election to compose the said Board, with a period of office of 1 (one) year, that is to say up to the Ordinary General Meeting to be held in 2009. The Chairman explained that this election would be carried out by separate voting, in relation to candidates indicated by holders of preferred shares and by minority holders of common shares.

 

The Chairman put to debate the election of sitting and substitute members of the Audit Board. Asking for the floor, as owners of preferred shares, the representative of the Stockholder Previ (Banco do Brasil Pension Fund), the representative of Fundo de Investimento Previdenciário Puma, and the stockholders represented by Mr. George Washington Tenório Marcelino put forward the following names for members of the Audit Board:

 

Sitting member:

 

Celene Carvalho de Jesus

Brazilian, single, bank employee and employee of the CEF, resident and domiciled in Brasília-DF, at SQN 315 / Bloco E / apto 403, Asa Norte, CEP 70774-050, Bearer of Identity Card 332383, issued by the Public Safety Department of the Distrito Federal, and CPF 113674231-04;

 

 

Substitute member:

 

Benedito José Ferreira

- Brazilian, divorced, bank employee and employee of the CEF, resident and domiciled at Antônio Carlos-MG, at Av. Benjamim Cassimiro Ferreira 135/85, Campolide, CEP 36220-000, bearer of Identity Card 22846, issued by OABMG, and CPF 007058886-49.

 

The Chairman then put to debate and, subsequently, to the vote, separately, with only holders of preferred shares participating – the nominations above stated, and they were approved. The following voted against: Capital Guardian Emerging Markets Equity DC Master Fund, Capital Guardian Emerging Markets Equity Master Fund, and Capital Guardian Emerging Markets Restricted Equity Fund For Tax-Exempt Trusts. The following funds abstained: Bell Atlantic Master Trust, Van Kampen Series Fund Inc Van Kampen Emerging Markets Fund, Morgan Stanley Investment Management Active International Allocation Trust, and The California State Teachers Retirement System.

 

Asking for the floor, the representative of the stockholder Southern Electric Brasil Participações Ltda., for the minority holders of common shares, proposed as sitting member of the Audit Board:

 

Luiz Otávio Nunes West

- Brazilian, married, accountant, resident and domiciled in Rio de Janeiro-RJ, at Rua General Ivan Raposo 148/202, Barra da Tijuca, CEP 22621-040, bearer of Identity Card 010926/0-8, issued by the Regional Accountancy Council of Bahia, and CPF 146745485-00;

 

 

– and as his substitute member:

 

Leonardo Guimarães Pinto

- Brazilian, unmarried, accountant, resident and domiciled in Rio de Janeiro-RJ, at Rua Haddock Lobo, 300/1206, Tijuca, CEP 20260-142, bearer of Identity Card RJ-091640/O-8, issued by CRC/RJ, and CPF 082887307-01

 

The above-mentioned nominations having been put to debate and, subsequently to the vote – separately – they were approved. Citibank NA abstained.

 

25



 

Asking for the floor, the representative of the stockholder State of Minas Gerais, as majority stockholder, indicated the following names for members of the Audit Board:

 

Sitting members:

 

Luiz Guaritá Neto

- Brazilian, married, engineer and entrepreneur, resident and domiciled at Uberaba-MG, at Rua dos Andradas 705/1501, Nossa Senhora da Abadia, CEP 38025-200, bearer of Identity Card M-324134, issued by the Public Safety Department of the state of Minas Gerais, and CPF 289118816-00;

 

 

Aristóteles Luiz Menezes Vasconcellos Drummond

- Brazilian, married, journalist, resident and domiciled in Rio de Janeiro-RJ, at Av. Rui Barbosa 460/801, Flamengo, CEP 22250-020, bearer of Identity Card 1842888, issued by the Félix Pacheco Institute, and CPF 026939257-20; and

 

 

Thales de Souza Ramos Filho

- Brazilian, married, doctor, resident and domiciled at Juiz de Fora-MG, at Rua Severino Meireles 67, Passos, CEP 36025-040, bearer of Identity Card M-290728, issued by the Public Safety Department of the state of Minas Gerais, and CPF 003734436-68;

 

26



 

 

– and as substitute members:

 

Ari Barcelos da Silva

– Brazilian, married, company manager, resident and domiciled in Rio de Janeiro-RJ, at Rua Professor Hermes Lima 735/302, Recreio dos Bandeirantes, CEP 22795-065, bearer of Identity Card 2027107-7, issued by CRA-RJ, and CPF 006124137-72;

 

 

Marcus Eolo de Lamounier Bicalho -

– Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Adolfo Radice 114, Mangabeiras, CEP 30315-050, bearer of Identity Card M-1033867, issued by the Public Safety Department of the state of Minas Gerais, and CPF 001909696-87; and

 

 

Aliomar Silva Lima -

– Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Aimorés, 2441/902, Lourdes, CEP 30140-072, bearer of Identity Card MG-449262, issued by the Public Safety Department of the state of Minas Gerais, and CPF 131654456-72.

 

The proposals by the representative of the stockholder State of Minas Gerais, having been put to the vote, were approved. Citibank NA abstained.

 

The members elected declared – in advance – that they are not subject to any prohibition on exercise of commercial activity, and made a solemn undertaking that they are aware of and will obey and comply with the principles, ethical values and rules established by the Code of Ethnical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

Continuing with the business of the meeting, the Chairman placed in debate the remuneration of the Company’s Managers and members of the Audit Board

 

Asking for the floor, the representative of the Stockholder State of Minas Gerais requested the Chairman to submit the following proposal to consideration by the stockholders:

 

1-    To allocate the annual Global Allocation for Remuneration of the Management and the Members of the Audit Board, comprising the Board of Directors, the Executive Board and the Audit Board, in the amount of up to R$ 5,788,000.00 (five billion, seven hundred and eighty eight Reais), including health insurance for the Directors to be contracted at the same level as the Health Plan in effect for the employees of the Company, and maintaining unaltered the present amounts received by the Managers as monthly remuneration, remunerated vacations, gratifications and other benefits of any type.

 

2-    To establish that the members of the Board of Directors and the Audit Board, respectively, shall be entitled to monthly remuneration equal to 20% (twenty per cent) and 10% (ten per cent) of the average monthly remuneration of the Directors, subject to the criteria of payment currently in effect

 

3-    To establish that the Members of the Board of Directors and the Audit Board, both sitting and substitute members, resident in other municipalities than the Municipality of the Company’s head office, shall have reimbursed to them the expenses of travel and accommodation necessary for them to attend the meeting and for the performance of their functions, and that they should receive, as cost assistance, the equivalent of approximately 10% (ten per cent) of the total monthly remuneration of a Member of the Board, for each meeting in which they attend.

 

4-    To determine that the fees of the Executive Board shall be paid on the same date as the employees of the Company.

 

The proposal of the stockholder State of Minas Gerais, being put to the vote, was approved. The representative of the stockholder Previ (Banco do Brazil Pension Fund), abstained from voting, due to the Company not making available the necessary data for prior examination of the matter. Citibank NA also abstained.

 

The Chairman then stated that the publications by Cemig specified by Law 6404 of December 15, 1976, as amended, and by CVM Instruction 232 of February 10, 1995, will now be made in Minas Gerais, the official journal of the Powers of the State, and in the newspapers O Tempo and Gazeta Mercantil, without prejudice to occasional publication in other newspapers.

 

27



 

The meeting being opened to the floor, the representative of the stockholder Clube de Investimentos dos Empregados da Cemig (Cemig Employees’ Investment Club) took the floor and expressed gratitude for the appointment of representatives of that Club to memberships of the board of Directors and the Audit Board.

 

The meeting remaining open to the floor, since no one else wished to make any statement, the Chairman ordered the session suspended for a time necessary for production of these minutes.

 

The meeting being re-opened, the Chairman, after putting the said minutes to debate and submitting them to a vote, and verifying that they had been approved and signed, declared the meeting closed.

 

For the record I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and signed jointly with those present.

 

28



 

7.                     CEMIG Distribuição S.A., Minutes of Ordinary and Extraordinary General Stockholders’ Meetings, April 25, 2008

 

29



 

 

Cemig Distribuição S.A.

CNPJ 06.981.180/0001-16 – NIRE 31300020568

 

MINUTES OF ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
HELD JOINTLY ON APRIL 25, 2008.

 

On April 25, 2008, at 4 p.m., at the company’s head office, Av. Barbacena 1200, 17th floor, Al Wing, Belo Horizonte, in the State of Minas Gerais, Brazil, the 100% stockholder Companhia Energética de Minas Gerais, represented by counsel Manoel Bernardino Soares, attended the Ordinary and Extraordinary General Meetings of Stockholders, on first convocation, as witnessed by the stockholders’ attendance book.

 

Also present were the member of the Audit Board Aristóteles Luiz Menezes Vasconcelos Drimond, KPMG Auditores Independentes, represented by Marco Túlio Fernandes Ferreira, CRC-MG 058176/O-0, and Gustavo Fernandes Guimarães, CRC-MG 068539/O-1; and the Chief Officers Luiz Fernando Rolla and Marco Antonio Rodrigues da Cunha..

 

Initially, and in accordance with Clause Six of the Bylaws, the representative of the stockholder Companhia Energética de Minas Gerais proposed the company’s Chief Corporate Management Officer, Marco Antonio Rodrigues da Cunha, to chair the meeting. Put to the vote, this proposal by the representative of the stockholder Companhia Energética de Minas Gerais was approved.

 

The Chairman then declared the meeting open and invited me, Anamaria Pugedo Frade Barros, Superintendent of the General Secretariat of Cemig, to be Secretary of the proceedings, requesting me to proceed to reading of the convocation announcement, published in the newspapers: Minas Gerais, the official journal of the powers of the State of Minas Gerais; O Tempo, on March 11, 12 and 13, 2008, the content of which is as follows:

 

CEMIG DISTRIBUIÇÃO S.A.
CNPJ 06.981.180/0001-16 – NIRE 31300020568
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
CONVOCATION

 

The stockholder Companhia Energética de Minas Gerais is hereby called to the Ordinary and Extraordinary General Meetings of Stockholders to be held jointly on April 25, 2008 at 4 p.m, at Av. Barbacena 1200, 17th floor, Al wing, in the city of Belo Horizonte, Minas Gerais, to decide on the following matters:

 

1              Examination, discussion and voting on the report of management and the financial statements for the year ended December 31, 2007, and the respective complementary documents.

2              Allocation of the net profit for 2007, in the amount of R$ 771,208,000, in accordance with Article 192 of Law 6404 of December 15, 1976 as amended.

3              Decision on the form and date of payment of the obligatory dividend, in the amount of R$ 680,648,000.

4              Election of sitting members and substitute members of the Audit Board.

5              Alteration in the composition of the board of Directors, if there is a change in the composition of the Board of Directors of Cemig.

Belo Horizonte, Brazil, March 6, 2008.

Marcio Araujo de Lacerda
Chairman of the Board of Directors”

 

The Chairman then, in accordance with item one of the agenda, placed in debate the Report of Management and the financial statements for the business year ended December 31,

 

30



 

2007, and the respective complementary documents, explaining that these had been widely disclosed in the press, since they were placed at the disposal of stockholders by an announcement published in the newspapers Minas Gerais, the official journal of the powers of the State, O Tempo and Gazeta Mercantil, on March 11, 12 and 13, and April 8, 2008.

 

The Chairman then put to the vote the Report of Management and the financial statements for the year ended December 31, 2007, and the respective complementary documents, and these were approved.

 

Continuing with the proceedings, the Chairman requested the Secretary to read the proposal of the Board of Directors dealing with items two and three of the agenda, and also the opinion of the Audit board on the same, the contents of which documents are as follows:

 

PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, ON APRIL 25, 2008.

 

To the Stockholder Companhia Energética de Minas Gerais:

The Board of Directors of Cemig Distribuição S.A. –

in accordance with Article 192 of Law 6404, of December 15, 1976 as amended, and Clauses 20, 21 and 22 of the Bylaws, and considering the financial statements for 2007, presenting profit of R$ 771,208,000,

 

· proposes to you that the net profit for 2007, in the amount indicated, should be allocated as follows:

 

1)        R$ 38,560,000, or 5% of the net profit, to the Legal Reserve, in accordance with sub-clause “a” of the sole sub-paragraph of Clause 21 of the Bylaws.

 

2)        R$ 680,648,000 to payment of dividends, as follows:

2.1) R$ 149,809,000 in Interest on Equity:

 R$ 75,172,000, under Board Payment Decision (CRCA) 041/2007, of June 29, 2007;

 R$ 37,035,000, under CRD 535/2007, of September 25, 2007; and

 R$ 37,602,000, under CRD 846/2007, of December 18, 2007;

2.2) R$ 530,839,000 in complementary dividends.

 

3)        R$ 52,000,000 to Retained Earnings, for use in investments, according to the Cash Budget approved by CRCA 098/2007, of December 29, 2007.

 

· the payments of dividends and Interest on Equity to be paid in two installments, 50% by June

30 and 50% by December 30, 2008, and may be brought forward depending on availability of cash as decided by the Executive Board.

 

Appendix 1 summarizes the Cash Budget of Cemig Distribuição S.A. for 2008, approved by the Board of Directors, characterizing inflow of funds and disbursements for compliance with the allocations of the profit for the year.

 

Appendix 2 summarizes the calculation of the dividends proposed by Management, according to the Bylaws.

 

Belo Horizonte, March 6, 2008.

 

Marcio Araujo de Lacerda – Chairman
Djalma Bastos de Morais – Vice-chairman
A
écio
Ferreira da Cunha – Member
Alexandre Heringer Lisboa– Member
Andréa Paula Fernandes Pansa – Member
Antônio Adriano Silva – Member
Carlos Augusto Leite Brandão – Member

Evandro Veiga Negrão de Lima – Member
Francelino Pereira dos Santos – Member
Haroldo Guimarães Brasil – Member

José Augusto Pimentel Pessôa – Member
Maria Estela Kubitschek Lopes – Member
Wilson Nélio Brumer – Member

Wilton de Medeiros Daher – Member

 

31



 

APPENDIX 1 TO THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, BY APRIL 30, 2008

 

CASH BUDGET FOR 2008
CEMIG DISTRIBUI
ÇÃO S.A
In current R$ ‘000

 

Description

 

Total 2008 (*)

 

AV %

 

 

 

 

 

 

 

A – Initial balance

 

571.448

 

 

 

 

 

 

 

 

13 – Funds

 

11.197.570

 

100,0

 

From operations

 

10.510.183

 

 

 

 

 

 

 

93,9

 

Financings / Assistance

 

687.387

 

6,1

 

 

 

 

 

 

 

C – Disbursements

 

11.579.327

 

100,0

 

Capital expenditure program

 

1.421.313

 

12,3

 

Expenses budget

 

4.363.144

 

37,7

 

Expenses

 

1.498.424

 

12,9

 

Bought energy

 

2.317.728

 

20,0

 

Transport of power

 

546.992

 

4,7

 

Taxes

 

4.449.548

 

38,4

 

Debt servicing

 

670.314

 

5,8

 

Dividends / Interest on Equity

 

675.008

 

5,8

 

 

 

 

 

 

 

D –Final balance (A+B-C)

 

189.691

 

 

 


(*) Approved by CRCA-098/2007, of 29-12-20/07, with the following adjustments:

Substitution of the initial cash balance by the actual amount on 31-12-2007;

Substitution of Dividends and Interest on Equity by the amount proposed for payment of dividends to stockholders.

 

32



 

APPENDIX 2 TO THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, BY APRIL 30, 2008

CALCULATION OF PROPOSED MINIMUM DIVIDENDS

CEMIG DISTRIBUIÇÃO S.A.

 

 

 

31-12-2007

 

 

 

R$ ‘000

 

Obligatory dividend

 

 

 

Net profit for the year

 

771.208

 

Obligatory dividend – 50.00% of the net profit

 

385.604

 

 

 

 

 

Dividends proposed

 

 

 

Interest on Equity

 

149.809

 

Complementary dividends

 

530.839

 

Total

 

680.648

 

 

Dividends per thousand shares – R$

 

 

 

Dividends under the Bylaws

 

170,47

 

Dividends proposed

 

300,91”.

 

 

 

“OPINION OF THE AUDIT BOARD:

 

The members of the Audit Board of Cemig Distribuição S.A., undersigned, in the performance of their functions under the law and the Bylaws, have examined the Proposals of the Board of Directors relating to allocation of the net profit for 2007, in the amount of
R$ 771,208,000, as follows:

 

1)            R$ 38,560,000, or 5% of the net profit, to the Legal Reserve, in accordance with sub - clause “a” of the sole sub-paragraph of Clause 21 of the Bylaws,

 

2)            R$ 680,648,000 to payment of dividends, as follows:

 

a)      R$ 149,809,000 in Interest on Equity;

R$ 75,172,000, under Board Payment Decision (CRCA) 041/2007, of June 29, 2007;

R$ 37,035,000, under CRD 535/2007, of September 25, 2007; and

R$ 37,602,000, under CRD 846/2007, of December 18, 2007;

 

b)      R$ 530,839,000 in complementary dividends.

 

3)            R$ 52,000,000 to Retained Earnings, for use in investments, according to the Cash Budget approved by CRCA 098/2007, of December 29, 2007.

 

·                       the payments of dividends and Interest on Equity to be paid in two installments, 50% by June 30 and 50% by December 30, 2008, and may be brought forward depending on availability of cash as decided by the Executive Board.

 

After carefully analyzing the said proposals and considering, further, that the legal rules relating to the matter were obeyed, the members of the Audit Board hereby give their opinion in favor of their approval by the Ordinary and Extraordinary General Meetings of Stockholders to be held, cumulatively, by April 30, 2008.

 

Belo Horizonte, March 6, 2008

 

(Signed by:)

 

Aristóteles Luiz Menezes Vasconcellos Drummond, Celene Carvalho de Jesus,
Luiz Guaritá Neto, Luiz Otátvio Nunes West, Thales de Souza Ramos Filho.”

 

33



 

 

The Chairman then put to debate, and subsequently to the vote, the proposal of the Board of Directors relating to items two and three of the agenda, which was approved.

 

Continuing with the business of the meeting, the Chairman then dealt with item four of the agenda, explaining that with the present Meeting the period of office of the Sitting members and Substitute members of the Audit Board was terminating, and hence there should be a new election of members of that Board, with period of office of 1 (one) year, that is to say up to the Ordinary General Meeting of Stockholders to be held in 2009. The Chairman then explained that in accordance with Clause 18 of the Bylaws the sitting and substitute members of the Audit Board of this company are the members of Audit Board of the sole stockholder, Companhia Energética de Minas Gerais. This being so and in view of the election of the Board of Directors of the sole stockholder in the Ordinary and Extraordinary General Meetings of Stockholders of that Company held together today at 10.30 a.m., the representative of Companhia Energética de Minas Gerais proposed the following names as members of the Audit Board:

 

Sitting members:

 

Celene Carvalho de Jesus

 

Brazilian, single, bank employee and employee of the CEF, resident and domiciled in Brasilia-DF, at SQN 315 / Bloco E/ apto 403, Asa Norte, CEP 70774-050, Bearer of Identity Card 332383, issued by the Public Safety Department of the Distrito Federal, and CPF 113674231-04;

 

 

 

Luiz Otávio Nunes West

 

- Brazilian, married, accountant, resident and domiciled in Rio de Janeiro-RJ, at Rua General Ivan Raposo 148/202, Barra da Tijuca, CEP 22621-040, bearer of Identity Card 010926/0-8, issued by the Regional Accountancy Council of Bahia, and CPF 146745485-00;

 

 

 

Luiz Guaritá Neto

 

- Brazilian, married, engineer and entrepreneur, resident and domiciled at Uberaba-MG, at Rua dos Andradas 705/1501, Nossa Senhora da Abadia, CEP 38025-200, bearer of Identity Card M-324134, issued by the Public Safety Department of the state of Minas Gerais, and CPF 289118816-00;

 

 

 

Aristóteles Luiz Menezes
Vasconcellos Drummond

 

- Brazilian, married, journalist, resident and domiciled in Rio de Janeiro-RJ, at Av. Rui Barbosa 460/801, Flamengo, CEP 22250-020, bearer of Identity Card 1842888, issued by the Félix Pacheco Institute, and CPF 026939257-20; and

 

 

 

Thales de Souza Ramos
Filho

 

- Brazilian, married, doctor, resident and domiciled at Juiz de Fora-MG, at Rua Severino Meireles 67, Passos, CEP 36025-040, bearer of Identity Card M-290728, issued by the Public Safety Department of the state of Minas Gerais, and CPF 003734436-68;

 

 

 

 

– and as substitute members:

 

Benedito José Ferreira

 

- Brazilian, divorced, bank employee and employee of the CEF, resident and domiciled at Antônio Carlos-MG, at Av. Benjamim Cassimiro Ferreira 135/85, Campolide, CEP 36220-000, bearer of Identity Card 22846, issued by OABMG, and CPF 007058886-49.

 

 

 

Leonardo Guimarães Pinto

 

- Brazilian, unmarried, accountant, resident and domiciled in Rio de Janeiro-RJ, at Rua Haddock Lobo, 300/1206, Tijuca, CEP 20260-142, bearer of Identity Card RJ-091640/O-8, issued by CRC/RJ, and CPF 082887307-01

 

 

 

Ari Barcelos da Silva

 

– Brazilian, married, company manager, resident and domiciled in

 

34



 

 

 

Rio de Janeiro-RJ, at Rua Professor Hermes Lima 735/302, Recreio dos Bandeirantes, CEP 22795-065, bearer of Identity Card 2027107-7, issued by CRA-RJ, and CPF 006124137-72;

 

 

 

Marcus Eolo de
Lamounier Bicalho -

 

– Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Adolfo Radice 114, Mangabeiras, CEP 30315-050, bearer of Identity Card M-1033867, issued by the Public Safety Department of the state of Minas Gerais, and CPF 001909696-87; and

 

 

 

Aliomar Silva Lima -

 

– Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Aimorés, 2441/902, Lourdes, CEP 30140-072, bearer of Identity Card MG-449262, issued by the Public Safety Department of the state of Minas Gerais, and CPF 131654456-72.

 

The proposals by the representative of the stockholder State of Minas Gerais for membership of the Audit Board were put to debate, and to a vote, and approved..

 

The members elected declared — in advance — that they are not subject to any prohibition on exercise of commercial activity, and made a solemn undertaking that they are aware of and will obey and comply with the principles, ethical values and rules established by the Code of Ethnical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

Continuing the business of the meeting, the Chairman proceeded to Item 5 of the agenda, and states that it was now time to decide on changes to the composition of the Board of Directors of Cemig D, in view of the facts that:

 

1)                   Under the sole paragraph of Article 8 of the Bylaws, the members of the Board of Directors of this company shall, obligatorily, be the same members of the Board of Directors of the sole stockholder, Companhia Energética de Minas Gerais – Cemig;

 

2)                   Board Members Wilson Nélio Brumer and Eduardo Leite Hoffmann had resigned, according to letters in the company’s possession;

 

3)                   New sitting and substitute members of the board of Directors of Companhia Energética de Minas Gerais – Cemig had been elected today in the Ordinary and Extraordinary General Meetings of Stockholders of that Company held at 10.30 a.m. today;

 

the representative of Cemig asked for the floor and proposed the following decisions in relation to membership of the Board of Directors, with period of office of 3 (three) years, that is to say, up to the Ordinary General Meeting to be held in 2010, of the following:

 

1- Dismissal of the following Board members, since they are no longer Board Members of the sole stockholder:

 

Sitting members:

 

Carlos Augusto Leite Brandão, Haroldo Guimarães Brasil, Andréa Paula Fernandes Pansa e José Augusto Pimentel Pessôa;

 

Substitute members:

 

Nohad Toufic Harati, Antônio Renato do Nascimento e Francisco de Assis Soares;

 

35



 

2-     Election, as susbtitute member for the board member Marcio Araujo de Lacerda, of

 

Paulo Sérgio Machado
Ribeiro

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Piauf 1848/503, Funcionários, CEP 30150- 321, bearer of Identity Card 34133/D, issued by CREA/MG, and CPF 428576006-15;

 

3-     Election, as substitute member for the board member Wilton de Medeiros Daher, of

 

Guy Maria Villela Paschoal

 

Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua Jornalista Djalma Andrade 210, Belvedere, CEP 30320-540, bearer of Identity Card M-616, issued by the Public Safety Department of the Estado de Minas Gerais, and CPF 000798806-06.

 

4-         Election as a sitting member, of

 

João Camilo Penna

 

- Brazilian, married, engineer, resident and domiciled at Belo Horizonte-MG, at Rua La Plata 90, Sion, CEP 30315-460, bearer of Identity Card MG-246968, issued by the Public Safety Department of the state of Minas Gerais, and CPF 000976836-04;

 

– his substitute member being Guilherme Horta Gonçalves Júnior;

 

5- Election, as sitting members, of

 

Britaldo Pedrosa Soares

 

- Brazilian, married, engineer, resident and domiciled at São Paulo-SP, at Rua João Cachoeira 292/143, Vila Nova Conceição, CEP 04535-000, bearer of Identity Card MG-228266, issued by the Public Safety Department of the state of Minas Gerais, and CPF 360634796-00;

 

 

 

Roberto Pinto Ferreira
Mamerl Abdenur

 

- Brazilian, married, retired diplomat, resident and domiciled in Rio de Janeiro-RJ, at Rua Prudente de Morais 1179/1302, Ipanema, CEP 22420-043, bearer of Identity Card 2241672 (MATIPASE), issued by the Foreign relations Ministry, and CPF 0750172914-72; and

 

 

 

José Castelo Branco da Cruz

 

– Brazilian, married, lawyer, resident and domiciled in Rio de Janeiro-RJ, at Rua Presidente Wilson 113/11th floor, Centro, CEP 20030-020, bearer of Identity Card 43688571, issued by the Felix Pacheco Institute, and CPF 198674503-10;

 

— and as Substitute members:

 

Jeffery Atwood Safford

 

- American citizen, married, entrepreneur, resident and domiciled in São Paulo-SP, at Rua José Maria Lisboa 1096/11, Jardim Paulista, CEP 01423-001, bearer of Identity Card V365071-H, issued by the Public Safety Department of the state of São Paulo, and CPF 229902218-08;

 

 

 

Airton Ribeiro de Matos

 

 

- Brazilian, married, accountant, resident and domiciled at Mogi-Guaçu-SP, at Rua José Rodrigues Filho 90, Jardim Serra Dourada, CEP 13844-162, bearer of Identity Card 13294949, issued by the Public Safety Department of the state of São Paulo, and CPF 031093858-99; and

 

 

 

Sérgio Ladeira Furquim Werneck Filho

 

- Brazilian, married, company manager, resident and domiciled at São Paulo-SP, at Av. São Paulo Antigo 500/173B, Real Parque, CEP 05684-011, bearer of Identity Card M-3295169, issued by the Public Safety Department of the state of Minas Gerais, and CPF 653590036-34.

 

6-         Election, as a sitting member, of

 

André Araújo Filho            

 

- Brazilian, married, lawyer, resident and domiciled in São Paulo-

 

36



 

 

 

SP, at Alameda Lorena 427/13th floor, Cerqueira César, CEP 01424-000, bearer of Identity Card 2724073, issued by the Public Safety Department of the state of São Paulo, and CPF 044637908-59;

 

7-           Change of the status of

 

Marla Amãlia Delfim de Melo Coutrim

 

- Brazilian, married, economist, resident and domiciled at Rio de Janeiro-RJ, Av. Rui Barbosa 582/12th floor, Flamengo, CEP 22250-020, Bearer of Identity Card 12944, issued by Corecon do Estado do Rio de Janeiro, and CPF 654298507-72;

 

to that of substitute member for Board Member Evandro Veiga Negrão de Lima;

 

8-           Change of the status of

 

Andréa Leandro Silva

 

- Brazilian, single, lawyer, resident and domiciled in São Paulo-SP, at Rua Ibiaporã 139, Água Funda, CEP 04157-090, Bearer of Identity Card 24481467-3, issued by the Public Safety Department of the state of São Paulo, and CPF 165779628-04;

 

to that of substitute member for Board Member André Araújo Filho; and

 

9-           That the above elections shall be to serve the same period of office that remains to the other existing members , that is to say until the Ordinary General Meeting of Stockholders to be held in 2010.

 

The proposal of the representative of Companhia Energetica de Minas Gerais – Cemig was put to debate, and subsequently to a vote, and was approved.

 

The Chairman then explained that Companhia Energética de Minas Gerais will assign, to each new member of the Board of Directors, as its fiduciary agent, one single share owned by itself, for the period for which such members remain as members of the Board of this company, solely and exclusively to comply with the requirement that the members of the Board of Directors must be shareholders of the company. Finally, he said that, once the Board Members had completed their period of office or if they were dismissed from their positions, the shares granted to them shall be automatically transferred back to Cemig, without there being any need whatsoever for signature by the Board Members in question. The fiduciary nature of the assignment of the shares is based on the legal principle that determines that a person who receives an asset, in this case, the share, has the commitment to restitute it in a certain event, in this case, the end of the term of office, or leaving office, or being dismissed from it.

 

The elected Board Members declared – in advance – that they are not subject to any prohibition on the exercise of commercial activity, that they do not occupy any position in a company that can be considered a competitor of the Company, nor have nor represent any interest conflicting with that of Cemig, and gave a solemn undertaking that they are aware of, and will obey, the principles, ethical values and rules established by the Code of Ethnical Conduct of Government Workers and Senior Administration of the State of Minas Gerais,

 

The Chairman then stated that the Board of Directors was now constituted as follows:
Sitting members:

 

37



 

Marcio Araújo de Lacerda, Djalma Bastos de Morais, Aécio Ferreira da Cunha, Alexandre Heringer Lisboa, Antônio Adriano Silva, Francelino Pereira dos Santos, Maria Estela Kubitschek Lopes, João Camilo Penna, Wilton de Medeiros Daher, Britaldo Pedrosa Soares, Evandro Veiga Negrão de Lima, André Araújo Filho, Roberto Pinto Ferreira Mameri Abdenur and José Castelo Branco da Cruz;

 

- and their Substitute members (– respectively:)

 

Paulo Sérgio Machado Ribeiro, Lauro Sérgio Vasconcelos David, Eduardo Lery Vieira, Franklin Moreira Gonçalves, Marco Antônio Rodrigues da Cunha, Luiz Antônio Athayde Vasconcelos, Fernando Henrique Schuffner Neto, Guilherme Horta Gonçalves Júnior, Guy Maria Villela Paschoal, Jeffery Atwood Safford, Maria Amália Delfim de Melo Coutrim, Andréa Leandro Silva, Airton Ribeiro de Matos and Sérgio Ladeira Furquim Werneck Filho.

 

The Chairman then stated that the publications by Cemig specified by Law 6404 of December 15, 1976, as amended, and by CVM Instruction 232 of February 10, 1995, will now be made in Minas Gerais, the official journal of the Powers of the State, and in the newspapers O Tempo and Gazeta Mercantil, without prejudice to occasional publication in other newspapers.

 

The meeting remaining open to the floor, since no one else wished to make any statement, the Chairman ordered the session suspended for a time necessary for production of these minutes.

 

The meeting being re-opened, the Chairman, after putting the said minutes to debate and submitting them to a vote, and verifying that they had been approved and signed, declared the meeting closed.

 

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

 

38



 

8.       CEMIG Geração e Transmissão S.A., Minutes of Ordinary and Extraordinary General Stockholders’ Meetings, April 25, 2008

 

39



 

 

Cemig Geração e Transmissão S.A.
CNPJ 06.981.176/0001-58 – NIRE 31300020550

 

MINUTES OF ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
HELD JOINTLY ON APRIL 25, 2008.

 

On April 25, 2008, at 5 p.m., at the company’s head office, Av. Barbacena 1200, 12th floor, Al Wing, Belo Horizonte, in the State of Minas Gerais, Brazil, the 100% stockholder Companhia Energetica de Minas Gerais, represented by counsel Manoel Bernardino Soares, attended the Ordinary and Extraordinary General Meetings of Stockholders, on first convocation, as witnessed by the stockholders’ attendance book.

 

Also present were the member of the Audit Board Aristóteles Luiz Menezes Vasconcelos Drumond, KPMG Auditores Independentes, represented by Marco Túlio Fernandes Ferreira, CRC-MG 058176/O-0, and Gustavo Fernandes Guimaräes, CRC-MG 068539/0-1; and the Chief Officers Luiz Fernando Rolla and Marco Antonio Rodrigues da Cunha..

 

Initially, and in accordance with Clause Six of the Bylaws, the representative of the stockholder Companhia Energética de Minas Gerais proposed the company’s Chief Corporate Management Officer, Marco Antonio Rodrigues da Cunha, to chair the meeting. Put to the vote, this proposal by the representative of the stockholder Companhia Energética de Minas Gerais was approved.

 

The Chairman then declared the meeting open and invited me, Anamaria Pugedo Frade Barros, Superintendent of the General Secretariat of Cemig, to be Secretary of the proceedings, requesting me to proceed to reading of the convocation announcement, published in the newspapers: Minas Gerais, the official journal of the powers of the State of Minas Gerais; O Tempo, on March 11, 12 and 13, 2008, the content of which is as follows:

 

CEMIG GERAÇÃO E TRANSMISSÃO S.A.
CNPJ 06.981.176/0001-58 – NIRE 31300020550
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
CONVOCATION

 

The stockholder Companhia Energética de Minas Gerais is hereby called to the Ordinary and Extraordinary General Meetings of Stockholders to be held jointly on April 25, 2008 at 5 p.m. at Av. Barbacena 1200, 12th floor, BI wing, in the city of Belo Horizonte, Minas Gerais, to decide on the following matters:

 

1              Examination, discussion and voting on the report of management and the financial statements for the year ended December 31, 2007, and the respective complementary documents.

 

2              Allocation of the net profit for 2007, in the amount of R$ 747,024,000, in accordance with Article 192 of Law 6404 of December 15, 1976 as amended.

 

3              Decision on the form and date of payment of the obligatory dividend, in the amount of R$ 709,673,000.

 

4              Alteration in the composition of the board of Directors, if there is a change in the composition of the Board of Directors of Cemig.

 

5              Election of sitting members and substitute members of the Audit Board.

 

Belo Horizonte, Brazil, March 6, 2008.

 

Marcio Araujo de Lacerda

Chairman of the Board of Directors”

 

The Chairman then, in accordance with item one of the agenda, placed in debate the Report of Management and the financial statements for the business year ended December 31, 2007, and the respective complementary documents, explaining that these had been widely

 

40



 

disclosed in the press, since they were placed at the disposal of stockholders by an announcement published in the newspapers Minas Gerais, the official journal of the powers of the State, O Tempo and Gazeta Mercantil, on March 11, 12 and 13, and April 8, 2008.

 

The Chairman then put to the vote the Report of Management and the financial statements for the year ended December 31, 2007, and the respective complementary documents, and these were approved.

 

Continuing with the proceedings, the Chairman requested the Secretary to read the proposal of the Board of Directors dealing with items two and three of the agenda, and also the opinion of the Audit board on the same, the contents of which documents are as follows:

 

PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, ON APRIL 25, 2008.

 

To the Stockholder Companhia Energética de Minas Gerais:

The Board of Directors of Cemig Geração e Transmissão S.A. –

in accordance with Article 192 of Law 6404, of December 15, 1976 as amended, and Clauses 20, 21 and 22 of the Bylaws, and considering the financial statements for 2007, presenting profit of R$ 747,024,000,

 

· proposes to you that the net profit for 2007, in the amount indicated, should be allocated as follows:

 

1)

R$ 37,351,000, or 5% of the net profit, to the Legal Reserve, in accordance with sub-clause “a” of the sole sub-paragraph of Clause 21 of the Bylaws.

 

 

2)

R$ 709,673,000 to payment of dividends, as follows:

 

 

 

 

2.1)

R$ 188,118,000 in Interest on Equity;

 

 

 

R$ 94,394,000, under Board Payment Decision (CRCA) 043/2007, of June 29, 2007;

 

 

 

R$ 46,506,000, under CRD 400/2007, of September 26, 2007; and

 

 

 

R$ 47,218,000, under CRD 562/2007, of December 18, 2007;

 

 

 

 

 

 

2.2)

R$ 521,555,000 in complementary dividends.

 

 

 

 

 

·

the payments of dividends and Interest on Equity to be paid in two installments, 50% by June 30 and 50% by December 30, 2008, and may be brought forward depending on availability of cash as decided by the Executive Board.

 

Appendix 1 summarizes the Cash Budget of Cemig Geraçãlo e Transmissão S.A. for 2008, approved by the Board of Directors, characterizing inflow of funds and disbursements for compliance with the allocations of the profit for the year.

 

Appendix 2 summarizes the calculation of the dividends proposed by Management, according to the Bylaws,

 

Belo Horizonte, March 6, 2008.

 

Marcio Araujo de Lacerda – Chairman

Djalma Bastos de Morais – Vice-chairman

Aécio Ferreira da Cunha – Member

Alexandre Heringer Lisboa- – Member

Andréa Paula Fernandes Pansa – Member

Antônio Adriano Silva – Member

Carlos Augusto Leite Brandão – Member

Evandro Veiga Negrão de Lima – Member

Francelino Pereira dos Santos – Member

Haroldo Guimarães Brasil – Member

Jose Augusto Pimentel Pessôa – Member

Maria Estela Kubitschek Lopes – Member

Wilson Nélio Brumer – Member

Wilton de Medeiros Daher – Member

 

41



 

 

APPENDIX 1 TO THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, BY APRIL 30, 2008

 

CASH BUDGET FOR 2008
CEMIG GERAÇÃO E TRANSMISSÃO .A
In current RS ‘000

 

Description

 

Total 2008 (*)

 

AV%

 

 

 

 

 

 

 

 

 

A – Initial balance

 

 

 

846.078

 

 

 

 

 

 

 

 

 

 

B – Funds

 

 

 

3.476.165

 

100,0

 

From operations

 

 

 

3.475.141

 

100,0

 

Financings / Assistance

 

 

 

1.024

 

0,0

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

C – Disbursements

 

3.476,668

 

 

 

100,0

 

Capital expenditure program

 

 

 

337.660

 

9,7

 

Expenses budget

 

 

 

865.080

 

24,9

 

Expenses

 

 

 

625.083

 

18,0

 

Transport of power

 

 

 

239,997

 

6,9

 

Taxes

 

 

 

1.210,524

 

34,8

 

Debt servicing

 

 

 

521.686

 

15,0

 

Dividends / Interest on Equity

 

 

 

541.718

 

15,6

 

 

 

 

 

 

 

 

 

D –Final balance (A+B-C)

 

845.575

 

 

 

 

 


(*) Approved by CRCA-098/2007, of 29-12-20/07, with the following adjustments:

Substitution of the initial cash balance by the actual amount on 31-12-2007;

Substitution of the item “Dividends and Interest on Equity” by the amount proposed for payment of dividends to stockholders.

 

42



 

 

APPENDIX 2 TO THE PROPOSAL BY THE BOARD OF DIRECTORS TO THE

 

ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, JOINTLY, BY APRIL 30, 2008

 

CALCULATION OF PROPOSED MINIMUM DIVIDENDS
CEMIG GERAÇÃ.0 E TRANSMISSÃO S.A.

 

 

 

31-12-2007
R$ ‘000

 

Obligatory dividend

 

 

 

Net profit for the year

 

747.024

 

Obligatory dividend – 50,00% of the net profit

 

373.512

 

 

 

 

 

Dividends proposed

 

 

 

Interest on Equity

 

188.118

 

Complementary dividends

 

521.555

 

Total

 

709.673

 

 

 

 

 

Dividends per thousand shares – R$

 

 

 

Dividends under the Bylaws

 

128,94

 

Dividends proposed

 

244,99”

 

 

“OPINION OF THE AUDIT BOARD:

 

The members of the Audit Board of Cemig Geração e Transmissão S, A., undersigned, in the performance of their functions under the law and the Bylaws, have examined the Proposals of the Board of Directors relating to allocation of the net profit for 2007, in the amount of R$ 7747,024,000, as follows:

 

1)

R$ 37,351,000, or 5% of the net profit, to the Legal Reserve, in accordance with sub-clause “a” of the sole sub-paragraph of Clause 21 of the Bylaws.

 

 

2)

R$ 709,673,000 to payment of dividends, as follows:

 

 

 

a) R$ 188,118,000 in Interest on Equity:

 

R$ 94,394,000, under Board Payment Decision (CRCA) 043/2007, of June 29, 2007;

 

R$ 46,506,000, under CRD 400/2007, of September 26, 2007; and

 

R$ 47,218,000, under CRD 562/2007, of December 18, 2007;

 

 

 

b) R$ 521,555,000 in complementary dividends.

 

 

3)

R$ 52,000,000 to Retained Earnings, for use in investments, according to the Cash Budget approved by CRCA 098/2007, of December 29, 2007.

 

 

 

·

the payments of dividends and Interest on Equity to be paid in two installments, 50% by June 30 and 50% by December 30, 2008, and may be brought forward depending on availability of cash as decided by the Executive Board.

 

After carefully analyzing the said proposals and considering, further, that the legal rules relating to the matter were obeyed, the members of the Audit Board hereby give their opinion in favor of their approval by the Ordinary and Extraordinary General Meetings of Stockholders to be held, cumulatively, by April 30, 2008.

 

Belo Horizonte, March 6, 2008

 

(Signed by:)

 

Aristóteles Luiz Menezes Vasconcellos Drummond, Celene Carvalho de Jesus,
Luiz Guaritiá Neto, Luiz Otávio Nunes West, Thales de Souza Ramos Filho.”

 

43



 

The Chairman then put to debate, and subsequently to the vote, the proposal of the Board of Directors relating to items two and three of the agenda, which was approved.

 

Continuing with the business of the meeting, the Chairman then dealt with item four of the agenda, explaining that with the present Meeting the period of office of the Sitting members and Substitute members of the Audit Board was terminating, and hence there should be a new election of members of that Board, with period of office of 1 (one) year, that is to say up to the Ordinary General Meeting of Stockholders to be held in 2009. The Chairman then explained that in accordance with Clause 18 of the Bylaws the sitting and substitute members of the Audit Board of this company are the members of Audit Board of the sole stockholder, Companhia Energética de Minas Gerais. This being so and in view of the election of the Board of Directors of the sole stockholder in the Ordinary and Extraordinary General Meetings of Stockholders of that Company held together today at 10.30 a.m., the representative of Companhia Energética de Minas Gerais proposed the following names as members of the Audit Board:

Sitting members:

 

Celene Carvalho de Jesus

 

Brazilian, single, bank employee and employee of the CEF, resident and domiciled in Brasilia-DF, at SQN 315 / BIoco E / apto 403, Asa Norte, CEP 70774-050, Bearer of Identity Card 332383, issued by the Public Safety Department of the Distrito Federal, and CPF 113674231-04;

 

 

 

 

 

Luiz Otáivio Nunes West

 

- Brazilian, married, accountant, resident and domiciled in Rio de Janeiro-RJ, at Rua General Ivan Raposo 148/202, Barra da Tijuca, CEP 22621-040, bearer of Identity Card 010926/0-8, issued by the Regional Accountancy Council of Bahia, and CPF 146745485-00;

 

 

 

 

 

Luiz Guaritá Neto

 

- Brazilian, married, engineer and entrepreneur, resident and domiciled at Uberaba-MG, at Rua dos Andradas 705/1501, Nossa Senhora da Abadia, CEP 38025-200, bearer of Identity Card M324134, issued by the Public Safety Department of the state of Minas Gerais, and CPF 289118816-00

 

 

 

 

 

Aristóteles Luiz Menezes

Vasconeellos Drummond

 

- Brazilian, married, journalist, resident and domiciled in Rio de Janeiro-RJ, at Av. Rui Barbosa 460/801, Flamengo, CEP 22250- 020, bearer of Identity Card 1842888, issued by the Félix Pacheco Institute, and CPF 026939257-20; and

 

 

 

 

 

Thales de Souza Ramos

Filho

 

- Brazilian, married, doctor, resident and domiciled at Juiz de Fora-MG, at Rua Severino Meireles 67, Passes, CEP 36025-040, bearer of Identity Card M-290728, issued by the Public Safety Department of the state of Minas Gerais, and CPF 003734436-68;

 

 

- and as substitute members:

 

Benedito Jose Ferreira

 

- Brazilian, divorced, bank employee and employee of the CEF, resident and domiciled at Antonio Carlos-MG, at Av. Benjamim Cassimiro Ferreira 135/85, Campolide, CEP 36220-000, bearer of Identity Card 22846, issued by OABMG, and CPF 007058886-49,

 

 

 

 

 

Leonardo Guimariles Pinto

 

- Brazilian, unmarried, accountant, resident and domiciled in Rio de Janeiro-RJ, at Rua Haddock Lobo, 300/1206, Tijuca, CEP 20260-142, bearer of Identity Card RJ-091640/O-8, issued by CRC/RJ, and CPF 082887307-01

 

 

 

 

 

Ari Barcelos da Silva

 

- Brazilian, married, company manager, resident and domiciled in

 

 

44



 

 

 

Rio de Janeiro-RJ, at Rua Professor Hermes Lima 735/302, Recreio dos Bandeirantes, CEP 22795-065, bearer of Identity Card 2027107-7, issued by CRA-RJ, and CPF 006124137-72;

 

 

 

 

 

Marcus Eolo de

Lamounier Bicalho -

 

Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Adolfo Radice 114, Mangabeiras, CEP 30315-050, bearer of Identity Card M-1033867, issued by the Public Safety Department of the state of Minas Gerais, and CPF 001909696-87; and

 

 

 

 

 

Aliomar Silva Lima -

 

Brazilian, married, economist, resident and domiciled at Belo Horizonte-MG, at Rua Aimors, 2441/902, Lourdes, CEP 30140-072, bearer of Identity Card MG-449262, issued by the Public Safety Department of the state of Minas Gerais, and CPF 131654456-72.

 

 

The proposals by the representative of the stockholder State of Minas Gerais for membership of the Audit Board were put to debate, and to a vote, and approved..

 

The members elected declared – in advance – that they are not subject to any prohibition on exercise of commercial activity, and made a solemn undertaking that they are aware of and will obey and comply with the principles, ethical values and rules established by the Code of Ethnical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

Continuing the business of the meeting, the Chairman proceeded to Item 5 of the agenda, and states that it was now time to decide on changes to the composition of the Board of Directors of Cemig GT, in view of the facts that:

 

1)                                      Under the sole paragraph of Article 8 of the Bylaws, the members of the Board of Directors of this company shall, obligatorily, be the same members of the Board of Directors of the sole stockholder, Companhia Enérgetica de Minas Gerais – Cemigé;

 

2)                                      Board Members Wilson Nélio Brumer and Eduardo Leite Hoffmann had resigned, according to letters in the company’s possession;

 

3)                                      New sitting and substitute members of the board of Directors of Companhia Energética de Minas Gerais – Cemig had been elected today in the Ordinary and Extraordinary General Meetings of Stockholders of that Company held at 10.30 a.m. today;

 

the representative of Cemig asked for the floor and proposed the following decisions in relation to membership of the Board of Directors, with period of office of 3 (three) years, that is to say, up to the Ordinary General Meeting to be held in 2010, of the following:

 

1- Dismissal of the following Board members, since they are no longer Board Members of the sole stockholder:

 

Sitting members:

 

Carlos Augusto Leite Brandão, Haroldo Guimarães Brasil, Andrĕa Paula Fernandes Pansa e José Augusto Pimentel Pessôa;

 

Substitute members:

 

Nohad Toufic Harati, Antônio Renato do Nascimento e Francisco de Assis Soares;

 

45



 

2-Election, as substitute member for the board member Marcio Araujo de Lacerda, of

 

 

 

Paulo Sérgio Machado

 

- Brazilian, married, engineer, resident and domiciled at Belo

 

Ribeiro

 

Horizonte-MG, at Rua Piaui 1848/503, Funcionàrios, CEP 30150-

 

 

 

321, bearer of Identity Card 34133/D, issued by CREA/MG, and

 

 

 

CPF 428576006-15;

 

 

 

 

 

3-Election, as substitute member for the board member Wilton de Medeiros Daher, of

 

 

 

 

 

Guy Maria Villeia Paschoal

 

Brazilian, married, engineer, resident and domiciled at Belo

 

 

 

Horizonte-MG, at Rua Jornalista Djalma Andrade 210, Belvedere,

 

 

 

CEP 30320-540, bearer of Identity Card M-6I6, issued by the

 

 

 

Public Safety Department of the Estado de Minas Gerais, and CPF 000798806-06.

 

 

 

 

 

4-Election as a sitting member, of

 

 

 

 

 

João Camilo Penna

 

- Brazilian, married, engineer, resident and domiciled at Belo

 

 

 

Horizonte-MG, at Rua La Plata 90, Sion, CEP 30315-460, bearer

 

 

 

of Identity Card MG-246968, issued by the Public Safety

 

 

 

Department of the state of Minas Gerais, and CPF 000976836-04;

 

- his substitute member being Guilherme Horta Gonsalves Júnior;

 

 

 

 

 

5-Election, as sitting members, of

 

Britaldo Pedrosa Soares

 

- Brazilian, married, engineer, resident and domiciled at São

 

 

 

Paulo-SP, at Rua João Cachoeira 292/143, Vila Nova Conceicão,

 

 

 

CEP 04535-000, bearer of Identity Card MG-228266, issued by

 

 

 

the Public Safety Department of the state of Minas Gerais, and CPF 360634796-00;

 

 

 

 

 

Roberto Pinto Ferreira

 

- Brazilian, married, retired diplomat, resident and domiciled in

 

Mameri Abdenur

 

Rio de Janeiro-RJ, at Rua Prudente de Morais 1179/1302,

 

 

 

Ipanema, CEP 22420-043, bearer of identity Card 2241672 (MAT

 

 

 

IPASE), issued by the Foreign relations Ministry, and CPF 0750172914-72; and

 

 

 

 

 

José Castelo Branco da Cruz

 

 - Brazilian, married, lawyer, resident and domiciled in Rio de

 

 

 

Janeiro-RJ, at Rua Presidente Wilson 113/11th floor, Centro, CEP

 

 

 

20030-020, bearer of Identity Card 43688571, issued by the Felix

 

 

 

Pacheco Institute, and CPF 198674503-10;

 

- and as Substitute members:

 

 

 

Jeffery Atwood Safford

 

- American citizen, married, entrepreneur, resident and domiciled in São Paulo-SP, at Rua José Maria Lisboa 1096/11, Jardim Paulista, CEP 01423-001, bearer of Identity Card V365071-H, issued by the Public Safety Department of the state of São Paulo, and CPF 229902218-08;

 

 

 

 

 

Airton Ribero de Matos

 

- Brazilian, married, accountant, resident and domiciled at Mogi-Guaçu-SP, at Rua José Rodrigues Filho 90, Jardim Serra

 

 

 

Dourada, CEP 13844-162, bearer of Identity Card 13294949, issued by the Public Safety Department of the state of São

 

 

 

Paulo, and CPF 031093858-99; and

 

 

 

 

 

Sérglo Ladeira Furquim Werneck Fliho

 

- Brazilian, married, company manager, resident and domiciled at São Paulo-SP, at Av. São Paulo Antigo 500/173B, Real

 

 

 

Parque, CEP 05684-011, bearer of identity Card M-3295169, issued by the Public Safety Department of the state of Minas

 

 

 

Gerais, and CPF 653590036-34.

 

 

46



 

6-Election, as a sitting member, of

 

André Araúdjo Filho

 

- Brazilian, married, lawyer, resident and domiciled in São Paulo-

 

 

 

SP, at Alameda Lorena 427/13th floor, Cerqueira César, CEP 01424-000, bearer of Identity Card 2724073, issued by the Public Safety Department of the state of São Paulo, and CPF 044637908-59;

 

7-Change of the status of

 

 

 

 

 

 

 

Maria Amália Delfim de Melo

 

- Brazilian, married, economist, resident and domiciled at Rio de

 

Coutrim

 

Janeiro-RJ, Av. Rui Barbosa 582/12th floor, Flamnengo, CEP

 

 

 

22250-020, Bearer of Identity Card 12944, issued by Corecon do

 

 

 

Estado do Rio de Janeiro, and CPF 654298507-72;

 

to that of substitute member for Board Member Evandro Veiga Negrão de Lima;

 

 

 

 

 

8- Change of the status of

 

Andréa Leandro Silva

 

- Brazilian, single, lawyer, resident and domiciled in São Paulo-

 

 

 

SP, at Rua Ibiaporã 139, Ague Funda, CEP 04157-090, Bearer of Identity Card 24481467-3, issued by the Public Safety Department of the state of São Paulo, and CPF 165779628-04;

 

to that of substitute member for Board Member André Araújo Filho; and

 

 

9-                That the above elections shall be to serve the same period of office that remains to the other existing members, that is to say until the Ordinary General Meeting of Stockholders to be held in 2010.

 

The proposal of the representative of Companhia Energética de Minas Gerais – Cemig was put to debate, and subsequently to a vote, and was approved.

 

The Chairman then explained that Companhia Energética de Minas Gerais will assign, to each new member of the Board of Directors, as its fiduciary agent, one single share owned by itself, for the period for which such members remain as members of the Board of this company, solely and exclusively to comply with the requirement that the members of the Board of Directors must be shareholders of the company. Finally, he said that, once the Board Members had completed their period of office or if they were dismissed from their positions, the shares granted to them shall be automatically transferred back to Cemig, without there being any need whatsoever for signature by the Board Members in question. The fiduciary nature of the assignment of the shares is based on the legal principle that determines that a person who receives an asset, in this case, the share, has the commitment to restitute it in a certain event, in this case, the end of the term of office, or leaving office, or being dismissed from it.

 

The elected Board Members declared – in advance – that they are not subject to any prohibition on the exercise of commercial activity, that they do not occupy any position in a company that can be considered a competitor of the Company, nor have nor represent any interest conflicting with that of Cemig, and gave a solemn undertaking that they are aware of, and will obey, the principles, ethical values and rules established by the Code of Ethnical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

47



 

The Chairman then stated that the Board of Directors was now constituted as follows:

Sitting members;

 

Marcio Araújo de Lacerda, Djalma Bastos de Morais, Aécio Ferreira da Cunha, Alexandre Heringer Lisboa, Antŏnio Adriano Silva, Francelino Pereira dos Santos, Maria Estela Kubitschek Lopes, Joăo Camilo Penna, Wilton de Medeiros Daher, Britaldo Pedrosa Soares, Evandro Veiga Negrăo de Lima, Andrĕ Araújo Filho, Roberto Pinto Ferreira Mameri Abdenur and Josĕ Castelo Branco da Cruz;

 

- and their Substitute members (– respectively:)

 

Paulo Sergio Machado Ribeiro, Lauro Sĕrgio Vasconcelos David, Eduardo Lery Vieira, Franklin Moreira Goncalves, Marco Antŏnio Rodrigues da Cunha, Luiz Antŏnio Athayde Vasconcelos, Fernando Henrique Schüffner Neto, Guilherme Horta Goncalves Júnior, Guy Maria Villela Paschoal, Jeffery Atwood Safford, Maria Arnălia Delfim de Melo Coutrim, Andrĕa Leandro Silva, Airton Ribeiro de Matos and Sĕrgio Ladeira Furquim Werneck Filho.

 

The Chairman then stated that the publications by Cemig specified by Law 6404 of December 15, 1976, as amended, and by CVM Instruction 232 of February 10, 1995, will now be made in Minas Gerais, the official journal of the Powers of the State, and in the newspapers 0 Tempo and Gazeta Mercantil, without prejudice to occasional publication in other newspapers.

 

The meeting remaining open to the floor, since no one else wished to make any statement, the Chairman ordered the session suspended for a time necessary for production of these minutes.

 

The meeting being re-opened, the Chairman, after putting the said minutes to debate and submitting them to a vote, and verifying that they had been approved and signed, declared the meeting closed.

 

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

 

48



 

9.             Market Announcement, April 28, 2008

 

49



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64

 

MARKET ANNOUNCEMENT

 

Companhia Energética de Minas Gerais – Cemig, a listed company holding public service concessions, with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public, in accordance with its commitment to best corporate governance practices, and CVM Instructions 358 and 359 of 3 and 22 January 2002, that:

 

On April 24, 2008 the Board of Directors of Cemig approved the company’s participation in the auction for the Jirau Hydroelectric Plant, through the Madeira Energia Consortium, in which Cemig holds a 10% stake.

 

As in the previous tender auction for the Santo AntÔnio Hydroelectric Plant, Cemig will have 10 days after the auction is held in which to confirm its participation in the Jirau project.

 

Belo Horizonte, 28 de abril de 2008.


Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings

 

50



 

10.                                                                                 Material Announcement, April 28, 2008

 

51



 

 

COMPANHIA ENERGETICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

 

CNPJ 17.155.730/0001-64

 

MATERIAL ANNOUNCEMENT

 

Companhia Energética de Minas Gerais – Cemig, a listed company holding public service concessions with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public, in accordance with its commitment to best corporate governance practices, and CVM Instructions 358 and 359 of 3 and 22 January 2002, that Cemig, through its subsidiary Empresa Amazonense de Transmissão de Energia S.A. – EATE, signed two contracts on April 16, 2008 with Alupar Investimento S.A., for the purchase by EATE from Alupar of shares corresponding to the acquisition by EATE of 80% of the registered capital of Lumitrans Companhia Transmissora de Energia Elétrica and 80% of the registered capital of STC – Sistema de Transmissão Catarinense S.A.

 

Under the contracts EATE agreed to pay R$ 28,069,000.00 (twenty eight million and sixty nine thousand Reais) for the shares in Lumitrans and R$ 49,085,600.00 (forty nine million and eight five thousand Reais) for the shares in STC, the amounts being referenced to July 30, 2007.

 

Conclusion of the transaction, with effective acquisition of the shares by EATE, is subject to compliance with certain conditions established in the contracts, including approval by the Brazilian electricity regulator, Aneel; by the Brazilian Development Bank, BNDES; and by other financing bodies of the transfers of the shares of the above-mentioned companies. The transaction will also be submitted to the Brazilian antitrust authority, CADE, in accordance with Law 8884/94.

 

Belo Horizonte, April 28, 2008

 

Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings

 

52



 

11.                                                                                 Market Announcement – 1Q 2008 results

 

53



 

 

Cemig: 1Q 2008 RESULTS

 

Video webcast and conference call

 

CEMIG

(Bovespa - CMIG3, CMIG4; NYSE - CIG, CIG.C; Latibex - XCMIG)

will announce
1ST QUARTER 2008 RESULTS

after the close of markets on

Wednesday, May 7, 2008.

 

and invites you to its
VIDEO WEBCAST AND CONFERENCE CALL

on

Thursday, May 8, 2008, at 11:30 am

(Brazil time)
In Portuguese and English (simultaneous translation)

 

Take part:

– in the video webcast: use
http://cemig.infoinyest.com.br ;

– in the conference call: phone
+55 11 - 4688-6301

 

Playbacks:

Video webcast: http://cemig.infoinvest.com.br
Click on the banner, download - Available 90 days

 

Conference call: Phone: (55 11) 4688-6312
Password: 286 - Available May 8-14

 

Any questions, please contact Patricia Nobre: +55 31 - 3506-5024.

 

54



 

12.           Earnings Release – 1Q 2008

 

55



 

 

56



 

Marcio Araújo de Lacerda, Chairman of the Board of Cemig, has this to say about Cemig’s first quarter 2008 results:

 

“Our exceptional results in the first quarter of 2008 show not only the success of our Strategic Plan, but also solidity of our fundamentals, which together with our continuous quest for operational excellence place Cemig in a leading position in Brazilian electricity. Through very carefully selected investments, led and guided by discipline and the demand for returns compatible with the level of risk, we add value to our stockholders and investors, while at all times respecting all our stakeholders, and the society that we serve”.

 

Cemig’s CEO, Djalma Bastos de Morais, said:

 

“We have started 2008 with our best foot forward. These results show that Cemig is growing intensely and continuously in all its businesses – generation, transmission, distribution or electricity sales and trading. And this growth is helped by our policy of growing via acquisitions, which has already produced one happy result: acquisition, through EATE (the Amazon Electricity Transmission Company, acquired by Cemig in 2006), of Lumitrans and STC, which both operate in the state of Santa Catarina. We have also signed the largest energy supply contract ever noticed in Brazil, with the Votorantim Group, for a total of R$ 10.5 billion, which is a clear indication of our skill and speed in operating profitably in an increasingly dynamic and competitive sector, positioning Cemig as a National Energy Supplier to the most important industrial players in Brazil. In generation, we have signed various contracts for feasibility studies for new power sources exceeding 2,000 MW, which give Cemig the vanguard position in expansion of the electricity system, while at the same time seeking to put these enterprises into operation with alternative, clean energy – primarily from hydroelectric and wind sources – which is a real concept for a company that has been selected for the Dow Jones Sustainability Index eight times running. What it means is that we continue to do our homework, growing in a balanced fashion in all sectors, with focus on operational excellence, mitigating risks, and taking advantage of all the possible synergies that an integrated company, and a company on the scale of Cemig, can offer”.

 

Luiz Fernando Rolla, Cemig’s Chief Officer for Finance, Investor Relations and Control of Holdings, comments as follows:

 

“In first quarter 2008 our company presented the largest cash flow in the electricity sector, based on consistent, robust operation and results – which arise from our fundamentals, which include our incessant quest to add value and profitability to our operations. Our Ebitda in 1Q08 is R$ 1.1 billion, with Ebitda margin of almost 40%, showing the effects of our policy of reduction and control of operational costs, and maintaining high levels of operational efficiency. These new levels of cash flow are in line with the estimated figures in our guidance, and in the Long Term Strategic Plan, and reflect the correctness of our strategy of growth via acquisitions and new projects, within the process of consolidation in the sector. The 2008 tariff review process, which reduced the tariff of our distribution company, was already expected and included in our projections, and will have a moderated impact on our cash flow, since the Cemig Group is made up of almost 40 companies, 7 consortia and manages a portfolio of operations that have synergy and are increasingly profitable. However, we are prepared to act in a decisive manner to adapt the distribution operation to the regulatory framework, focusing on costs’ reduction and processes reviews, leading to higher operational standards. Our economic and financial indicators are ever stronger, and we are willing and able to participate, in a profitable and rewarding manner, in all the opportunities that the electricity sector has to offer during 2008, whether for acquisitions or new projects, through strategic partnerships. Our investment policy and the principles contained inside the Long Term Strategic Plan, with a incessant pursuit of operational efficiency have succeeded in generating value and returns to our stockholders, in a way that is sustainable while continuing to grow. This release gives the main highlights of our first quarter of 2008:”

 

57



 

Highlights of 1st Quarter 2008

 

·

 

Ebitda: R$1.1 billion

 

22% higher year-on-year

 

 

 

 

 

·

 

Net profit: R$490 million

 

20% higher year-on-year

 

 

 

 

 

·

 

Net sales revenue: R$2.8 billion

 

19% higher year-on-year

 

 

 

 

 

·

 

Cemig signs the largest-ever contract in Brazilian electricity: R$ 10.5 billion

 

Economic summary

 

 

R$ million

 

 

 

1Q 2008

 

1Q 2007

 

Change, %

 

Energy sold, GWh*

 

18,678

 

14,248

 

31.09

 

Gross revenue

 

4,222

 

3,684

 

14.60

 

Net sales revenue

 

2,755

 

2,336

 

18.00

 

Ebitda

 

1,087

 

889

 

22.27

 

Net profit

 

490

 

406

 

20.69

 

Profit per share (R$)

 

1,007

 

0,835

 

20.69

 

N° of consumers*

 

10,380,846

 

10,143,811

 

2.34

 

 


*  Includes figures for Light S.A. 

 

Stock price performance

 

 

 

BOVESPA

 

NYSE

 

Ticker

 

1Q 2008

 

2007

 

Ticker

 

1Q 2008

 

2007

 

CMIG 3

 

(18.61

)%

19.15

%

CIG

 

(2.28

)%

14.89

%

CMIG4

 

(3.07

)%

(0.60

)%

CIG.C

 

(15.08

)%

(4.15

)%

IBOV

 

(4.57

)%

43.65

%

DJIA

 

(7.55

)%

6.44

%

IEE

 

(2.58

)%

23.74

%

 

 

 

 

 

 

 

58



 

Gross revenue from supply of electricity

 

Gross revenue from supply of electricity in 1Q08 was R$ 3,577,677, 17.89% more than the revenue of R$ 3,034,879 in 1Q07.

 

This increase was basically due to the following factors:

 

Tariff adjustment in Cemig Distribuição, with average impact on consumer tariffs of 5.16%, from April 8, 2007 (full effect in 2008).

 

5.73% increase in volume of energy invoiced to final consumers (this excludes Cemig’s own internal consumption).

 

Increase in the average tariff for sales of electricity by Cemig Geração e Transmissão, resulting from the scarcity of electricity offered in 1Q08.

 

Recognition of non-recurring revenue relating to financial items of previous years which were included in the tariff, resulting in the constitution of regulatory assets in the gross amount of R$ 67,194.

 

Cemig Group: sales in 1Q08 (%)

 

 

 

Cemig’s total gross volume of supply of electricity in 1Q08 was 13,878 GWh, 3% less than in 1Q07.

 

This mainly reflects wholesale supply 26% lower, at 2,722 GWh, in 1Q08 than in 1Q07 (3,697 GWh). Excluding wholesale supply, growth in volume of electricity sold was 6%, led by increases in volume sold to rural users (+18%), industrial consumers (+7%) and commercial consumers (+6%).

 

Our stake in the Rio Minas Energia (RME), the controlling stockholder of Light, accounted for 11% (1,508 GWh) of our retail sales volume. Cemig GT provided the largest percentage of our total sales volume, contributing 54%, or 7,473 GWh.

 

59



 

Final consumers

 

Following the seasonal pattern, the total sales volume in GWh was slightly lower than in the fourth quarter, at 11,154 GWh compared to 11,645 GWh in 4Q07. This reduction was a little more than the comparison in previous years, due to weather factors: our concession areas – including both Minas Gerais and Rio de Janeiro (RME) – had a very mild summer.

 

GWh invoiced to final consumers

 

 

The charts above show the continuous growth in our volume of GWh invoiced to final consumers – with total sales volume in 1Q08 nearly 6% higher than in 1Q07, in spite of the items mentioned above.

 

Revenue from wholesale sales of electricity

 

Supply to other concession holders

 

Revenues from energy sold to other concession holders and “bilateral contracts” totaled R$ 296,789 in 1Q08, compared to
R$ 218,251 in 1Q07 – an increase of 35.98%. This was basically due to the increase in the price of electricity, since volume traded was 26.37% lower (2,722,220 MWh in 1Q08, compared to 3,697,304 MWh in 1Q07). As a result of the reduced availability of electricity in the first quarter of 2008, which was a result of the lower rainfall, the price of electricity in the wholesale market increased significantly, to as much as R$ 569.59/MWh in January 2008. The average wholesale tariff was R$ 59.03/MWh in the first quarter of 2007, but R$ 109.02/MWh in the first quarter of 2008 – 84.69% higher.

 

60



 

Revenue from use of the grid

 

Revenue from use of the grid, at R$ 481,592, was 1.18% lower in 1Q08 than in 1Q07 (R$ 475,991), mainly reflecting revenue 2.05% lower year-on-year from the TUSD ( Tariff for Use of the Distribution System) in Cemig Distribuição and Light, at
R$ 309,353 (vs. R$ 315,829 in 1Q07). This revenue comes from charges to free consumers for transport of energy sold by other agents in the electricity sector. The reduction primarily reflects the amount consolidated from RME, which at R$ 31,601 was R$ 5,486 lower than in 1Q07 (R$ 37,087).

 

Also part of this balance is revenue from use of the basic grid, of R$ 155,616 in 1Q08, 14.12% higher than in 1Q07
(R$ 136,367); and the revenue of the connection system totaling R$ 16,623 in 1Q08, 30.1% less than in 1Q07 (R$ 23,795). Please see Explanatory Note 24 to the Consolidated Quarterly Information.

 

Ebitda

 

Cemig’s Ebitda in 1Q08 was R$ 1,087,550, vs. R$ 888,746 in 1Q07, or 22.37% higher year-on-year. Adjusted for non-recurring items, Ebitda was 17.73% higher year-on-year.

 

As part of the tariff review of Cemig Distribuição, Aneel included in the tariff to be applied as from April 8, 2008 certain financial items relating to previous business years which resulted in the recognition of regulatory assets and liabilities which will be received and/or discounted in the tariff to be received from consumers in the period April 8, 2008 to April 7, 2009. The impact on Ebitda of this non-recurring recognition of the financial items was R$ 58,134, as shown in this table:

 

61



 

Ebitda, R$ million

 

1Q08

 

1Q07

 

Change %

 

 

 

 

 

 

 

 

 

Net profit

 

490,280

 

406,632

 

20.57

 

Provision for current and deferred income tax and Social Contribution

 

276,097

 

204,486

 

35.02

 

Employees’ and managers’ shares in results

 

22,058

 

21,046

 

4.81

 

Non-operational revenue (expenses)

 

6,102

 

6,196

 

(1.52

)

Financial revenue (expenses)

 

79,112

 

66,906

 

18.24

 

Amortization and depreciation

 

201,481

 

178,726

 

12.73

 

Minority interests

 

12,420

 

4,754

 

161.25

 

Ebitda

 

1,087,550

 

888,746

 

22.37

 

Non-recurring items:

 

 

 

 

 

 

 

Tariff review – Net revenue

 

(62,464

)

 

 

Tariff review – Operational expense

 

4,330

 

 

 

Adjustment to RGR charge – Homologation by Aneel

 

 

14,899

 

 

Energy CVA

 

 

(29,245

)

 

ADJUSTED EBITDA

 

1,029,416

 

874,400

 

17.73

 

 


( * ) The non-recurring adjustments correspond to the company’s interpretation of events which it deems to be extraordinary, not related to current operations.

 

In the last 5 years our cash flow has increased by almost 127%, making it possible for us to go forward with our programs for investments and acquisitions within the process of consolidation of the Brazilian electricity sector.

 

Net profit

 

Cemig reported 1Q08 consolidated net profit of R$ 490,280, compared to consolidated net profit of R$ 406,632 million in 1Q07, an increase of 20.57%. This primarily reflects net operational revenue 18.74% higher, partly offset by operational costs and expenses 16.09% higher.

 

As show by the table below, the largest contribution to Cemig’s result comes from Cemig Geração e Transmissão (Cemig Generation and Transmission) and Cemig Distribuição (Cemig Distribution):

 

R$ million

 

1Q08 

 

% of total

 

Cemig – holding company

 

(49

)

(10

)%

Cemig Distribuição S.A.

 

270

 

55

%

Cemig Geração e Transmissão S.A.

 

206

 

42

%

Rio Minas Energia

 

15

 

3

%

Gasmig

 

12

 

2

%

TBE

 

7

 

1

%

Others

 

30

 

6

%

 

 

 

 

 

 

Consolidated net profit

 

490

 

100.00

 

 

62



 

Contribution of each business

 

This table shows the contribution of each business to the overall results of the Cemig Group in 1Q08.

 

As can be seen the great majority of the portfolio of businesses, and almost 100% of the results, are in the electricity sector. Our operations are very well balanced, enabling us to dilute risks and maximize return of companies added to the portfolio, also taking advantage of synergy gains.

 

CONTRIBUTION OF EACH BUSINESS

 

BUSINESS

 

SALES REVENUE

 

%

 

PROFIT

 

%

 

EBITDA

 

%

 

GENERATION

 

817.00

 

19

%

202.00

 

41

%

439.00

 

40

%

DISTRIBUTION

 

3,194.00

 

76

%

286.00

 

58

%

597.00

 

55

%

TRANSMISSION

 

144.00

 

3

%

35.00

 

7

%

73.00

 

7

%

GAS DISTRIBUTION

 

92.00

 

2

%

11.00

 

2

%

13.00

 

1

%

HOLDING

 

1.00

 

0

%

(49.00

)

-10

%

(48.00

)

-4

%

OTHERS

 

25.00

 

1

%

5.00

 

1

%

13.00

 

1

%

Elimination

 

(70,46

)

(-2

)%

 

 

 

 

TOTAL

 

4,203.00

 

100

%

490.00

 

100

%

1,087.00

 

100

%

 


* Amounts are in R$ million

 

Capex

 

We are planning capital expenditure of R$ 1.5 billion in 2008, 68.57% more than in 2007.

 

A large proportion of this investment is in Cemig Distribuição, through programs such as Cresce Minas, which will enable us to serve the demand and market that we expect and forecast for the coming years.

 

63



 

 

 

Actual

 

Forecast

 

Business

 

2006

 

2007

 

1Q08

 

2008

 

Cemig Geracao e Transmissao

 

157

 

315

 

30

 

334

 

Generation

 

99

 

281

 

28

 

210

 

Transmission – basic grid

 

58

 

34

 

2

 

124

 

Cemig Distribuição

 

1,229

 

601

 

60

 

1,184

 

Sub-transmission

 

83

 

67

 

13

 

393

 

Distribution

 

1,146

 

534

 

47

 

791

 

Expansion and strengthening of networks

 

217

 

310

 

32

 

381

 

Light For Everyone program

 

884

 

124

 

1

 

276

 

Others

 

45

 

100

 

14

 

134

 

Cemig Holding

 

558

 

10

 

7

 

43

 

Capital injections

 

33

 

6

 

6

 

37

 

Other

 

1

 

4

 

1

 

6

 

Injection – RME 25% – Aquisition of Light

 

175

 

 

 

 

Aquisition of transmission companies – TBE

 

349

 

 

 

 

Total, investment projects

 

1,944

 

926

 

97

 

1,561

 

 

Notes:

1  2005 and 2006 figures exclude inventories and Special Obligations.

 

2  2007 and 2008 figures are estimates based on 2007–11 planning.

 

Non-controllable costs

 

The differences between the sums of non-controllable costs (also referred to as “CVA”) used as a reference in the calculation of the tariff adjustment and the disbursements actually made are offset in the subsequent tariff adjustments, and are registered in Current assets and Long term assets. Complying with the Aneel Chart of Accounts, some items are allocated as Deductions from operational revenue. Please refer to further information in Explanatory Note 2 and Note 8 to the Consolidated Quarterly Information.

 

As from March 2008 the company began to receive, in the tariff, the amounts posted in assets under “Portion A”. Hence the portion of the non-controllable costs which were actually received in the tariff is transferred to Operational expenses

 

64



 

Deductions from operational revenues

 

Deductions from operational revenues, at R$ 1,448,478 in 1Q08, were 7.39% higher than in 1Q08 (R$ 1,348,839). The principal changes in these expenses are as follows:

 

Fuel Consumption Account – CCC

 

The deduction from revenue for the CCC was R$ 77,225 in 1Q08, compared to R$ 147,174 in 1Q07, an increase of 47.53%. This relates to the operational costs of thermal plants in the Brazilian interconnected and isolated systems, split pro-rata (by Aneel Resolution) among electricity concession holders. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge, since the CCC is charged to Free Consumers on the invoice for the use of the basic grid, and passed onto Eletrobrás.

 

Energy Development Account – CDE

 

The deduction from revenue for the CDE was R$ 97,387 in 1Q08, 2.46% higher than in 1Q07 (R$ 95,049). The payments are specified by an Aneel Resolution. This is a non-controllable cost. The amount posted for electricity distribution services corresponds to the amount actually passed through to the tariff. For the amount posted in relation to electricity transmission services the company merely passes through the charge since the CCC is charged to free consumer on the invoice for the use of the grid and passed onto Eletrobrás.

 

RGR – Global Reversion Reserve

 

The deduction from revenue for the RGR was R$ 42,855 in 1Q08, 9.93% lower than in 1Q07 (R$ 47,580). This basically reflects the accounting, in March 2007, of a complement to the expense for 2005, in the amount of R$ 14,899, as homologated by Aneel.

 

The other deductions from revenue are for taxes calculated as a percentage of billing, and their variations thus substantially arise from the changes in revenue.

 

Operational costs and expenses (excluding financial revenue/expenses)

 

Operational costs and expenses (excluding net financial revenue (expenses)) totaled R$ 1,887,800 in 1Q08, 16.09% more than in 1Q08 (R$ 1,626,126). This is basically because purchase of electricity contributed an increase of R$ 125,078 to the expense. For more information, please see Explanatory Note 27 to the Consolidated Quarterly Information.

 

65



 

The principal changes in expenses are:

 

Electricity purchased for resale

 

Expenses on electricity purchased for resale totaled R$ 725,366 in 1Q08, 20.84% higher than in 1Q07 (R$ 600,288). This is a non-controllable cost, with the expense recognized in the income statement corresponding to the value effectively passed through to the tariff. Further information is given in Explanatory Note 27 to the Consolidated Quarterly Information.

 

Personnel expenses

 

Personnel expenses totaled R$ 284,363 in 1Q08, 18.77% higher than in 1Q07 (R$ 239,421). This increase was basically due to the following factors:

 

Salary adjustment of 5.00% given to the employees of holding company, of Cemig Distribuição and Cemig Geração e Transmissão in November 2007.

 

Provision for the new Voluntary Dismissal Program (PDD), in the amount of R$ 6,112, in 1Q08.

 

Lower transfer of costs from personnel expenses to works in progress (R$ 19,194 in 1Q08, vs. R$ 34,762 in 1Q07) due to less capital expenditure activity.

 

Further information on the composition of personnel expenses is given in Explanatory Note 27 to the Consolidated Quarterly Information.

 

Depreciation and amortization

 

The expense on depreciation and amortization was 12.73% higher, at R$ 201,481, in 1Q08, than in 1Q07 (R$ 178,726), basically reflecting the start up of new distribution networks and lines as a consequence of the investments in the Light For Everyone program.

 

Post-employment obligations

 

Expenses on post-employment obligations totaled R$ 61,668 in 1Q08, 101.77% higher than in 1Q07 (R$ 30,563). These expenses basically represent interest on the actuarial liabilities of the Company, net of the expected return on pension plan assets, as estimated by an external actuary. The higher expense in 2008 basically reflects the adjustment in the actuarial assumptions in December 2007, in which the assumed interest rate was reduced, increasing the value of the actuarial obligations.

 

66



 

Operational provisions

 

Operational provisions in 1Q08 totaled R$ 96,353, a reduction of 8.49% in relation to their total of R$ 105,294 in 1Q07. This lower figure basically reflects the provision of R$ 30,000 for administrative proceedings by Aneel, made in March 2007. For more information on this, please see Explanatory Notes 21 and 27 to the Quarterly Information.

 

Charges for Use of the Basic Transmission Grid

 

Charges for use of the transmission network were R$ 191,534 in 1Q08, 5.58% less than in 1Q07 (R$ 181,415).

 

These charges are payable by distribution and generation agents for use of the facilities and components of the basic grid, and are set by Aneel resolution. This is a non-controllable cost, with the deduction from revenue recorded corresponding to the value effectively passed through to the tariff.

 

Gas purchased for resale

 

The cost of gas purchased for resale was R$ 53,420 in 1Q08, 77.92% higher than in 1Q07 (R$ 30,024). This basically is due to a higher quantity of gas purchased, due to more operation by the thermal plants that are clients of Gasmig, in 1Q08.

 

Outsourced services

 

Expenses on outsourced services in 1Q08 were R$ 144,752, 19.90% higher than in 1Q07 (R$ 120,732). This primarily reflects increased spending on maintenance and conservation of electricity facilities, contracted labor and communication.

 

Financial revenues (expenses)

 

The company posted net financial expenses of R$ 79,112 for 2008, which compares with net financial expenses of R$ 66,906 in first quarter 2007. The main factors affecting net financial revenues (expenses) were:

 

Revenue from cash investments was 27.56% higher in 2008, due to a higher average balance of cash invested. This revenue was R$ 53,863 in 1Q08, vs. R$ 42,226 in 2007.

 

The revenue from arrears penalty payments on client electricity bills was R$ 26,281 higher, at R$ 50,708 in 1Q08, vs. R$ 24,427 in 1Q07. A principal component in this difference was reflected in revenue of Cemig Distribuição in 1Q08 of R$ 10,516, when certain large industrial

 

67



 

consumers paid accounts relating to previous year – on which the value of the principal was considerably lower than the amount added as financial charges.

 

Revenue from monetary updating on the General Agreement for the Electricity Sector was 27.50% lower. The revenue was R$ 45,206 in the first quarter of 2008, vs. R$ 62,353 in 1Q 2007 – reflecting the lower value of the regulatory assets in 2008, as part of the regulatory assets previously posted (RTE and Deferred Tariff Adjustment) were amortized.

 

Monetary updating and interest on the Deferred Tariff Adjustment was 24.79% lower, at R$ 25,897, in 1Q08, than in 1Q07 (R$ 34,433) – again due to reduction of the principal value of the asset as a result of parts of it being received in electricity accounts. For further details please see Explanatory Note 11 to the Consolidated Quarterly Information.

 

Servicing on loans and financings 37.64% lower, in the amount of R$ 83,922, mainly reflecting a lower CDI rate (the indexor for the contracts) in 1Q08 than in 1Q07.

 

Net loss of R$ 7,820 on currency variations in 1Q08, compared to net gain of R$ 29,475 in 1Q07, basically reflecting effects on foreign currency loans and financings. The FX loss in 2008 mainly reflects the variation in the Yen (which is indexor of some contracts of Cemig Geração e Transmissão): the Yen appreciated by 10.78% during the first quarter of 2008, but devalued by 3.10% during 1Q 2007. In contrast, the US Dollar devalued in both periods: by 1.25% in 1Q 2008, and by 4.10% in 1Q07 – providing some reduction in the FX loss.

 

Net loss on financial instruments in 1Q08 of R$ 5,00, compared to a net loss of R$ 34,961 in the same period of 2007. This mainly arises from the variation in the US Dollar mentioned in the previous paragraph, since the Company entered swap transactions, for part of its debt in foreign currency, in which the indexor on contracts was swapped from foreign currency to CDI.

 

For a breakdown of financial revenues and expenses, see Explanatory Note 28 to the Consolidated Quarterly Information.

 

Income tax and Social Contribution

 

In 1Q08, Cemig posted expenses on income tax and Social Contribution of R$ 276,097, representing 34.48% of the pre-tax profit of R$ 800,855. In 1Q07, the company posted expenses on income tax and Social Contribution of R$ 204,486, representing 32.11% of the pre-tax profit of R$ 636,918. These effective rates are compared with the nominal rates in Note 10 to the Consolidated Quarterly Information.

 

68



 

Disclaimer

 

Some statements and assumptions contained in this release are forecasts based on the points of view and assumptions of management, and involve known and unknown risks and uncertainties. The actual results may be materially different from those expressed or implicit in such statements.

 

Contact:

 

Investor Relations

 

 

ri@cemig.com.br

 

 

Tel. +55-31-3506-5024

 

 

Fax +55-31-3506-5026

 

69



 

Chart 1

Energy Sales (Consolidated)

 

 

 

Ner. of consumers

 

MWh

 

R$ thousand

 

 

 

1st Q.

 

1st Q.

 

1st Q.

 

 

 

2008

 

2007

 

2008

 

2007

 

2008

 

2007

 

Residential

 

8.815.400

 

8.626.596

 

2.236.580

 

2.208.695

 

1.149.276

 

1.074.350

 

Industrial

 

86.349

 

84.538

 

6.101.503

 

5.690.629

 

891.848

 

734.683

 

Commercial

 

832.761

 

827.087

 

1.477.530

 

1.394.191

 

667.921

 

605.808

 

Rural

 

569.093

 

527.738

 

456.423

 

388.443

 

137.545

 

113.858

 

Others

 

73.496

 

76.664

 

868.874

 

855.181

 

269.672

 

244.435

 

Own Consumption

 

1.151

 

1.138

 

13.106

 

13.538

 

 

 

Low-Income Consumers Subsidy

 

 

 

 

 

 

 

 

 

41.142

 

 

 

Unbilled Supply, Net

 

 

 

 

 

99.190

 

(4.595

)

Supply

 

82

 

50

 

2.722.220

 

3.697.304

 

294.355

 

218.251

 

Transactions on the CCEE

 

 

 

 

 

24.294

 

28.224

 

TOTAL

 

10.378.332

 

10.143.811

 

13.876.236

 

14.247.981

 

3.575.243

 

3.034.879

 

 

Chart II

 

Sales per Company

 

Cemig Distribution

 

1º Quarter 2008 Sales

 

GWh

 

Industrial

 

1,730

 

Residencial

 

1,225

 

Rural

 

453

 

Commercial

 

1,084

 

Others

 

683

 

Sub total

 

5,175

 

Wholesale supply

 

 

Total

 

5,175

 

 

Cemig GT

 

1º Quarter 2008 Sales

 

GWh

 

Free Consumers

 

4,493

 

Wholesale supply

 

2,980

 

Wholesale supply Cemig Group

 

298

 

Wholesale supply bilateral contracts

 

2,682

 

Total

 

7,473

 

 

Independent Generation

 

1º Quarter 2008 Sales

 

GWh

 

Horizontes

 

22

 

Ipatinga

 

84

 

Sá Carvalho

 

118

 

Barreiro

 

25

 

CEMIG PCH S.A

 

32

 

Rosal

 

55

 

Capim Branco

 

131

 

Total

 

467

 

 

RME (25%)

 

1º Quarter 2008 Sales

 

GWh

 

Industrial

 

113

 

Residencial

 

507

 

Rural

 

3

 

Wholesale supply

 

303

 

Commercial

 

383

 

Others

 

199

 

Total

 

1,508

 

 

Cemig Consolidated by Company

 

1º Quarter 2008 Sales

 

GWh

 

Participacão

 

Cemig Distribution

 

5,175

 

37

%

Cemig GT

 

7,473

 

54

%

Wholesale Cemig Group

 

(664

)

-5

%

Wholesale Light Group

 

(83

)

-1

%

Independent Generation

 

467

 

3

%

RME

 

1,508

 

11

%

Total

 

13,876

 

100

%

 

70



 

Chart III

 

Operating Revenues (consolidated)
Values in million of Reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Sales to end consumers

 

3.257

 

2.788

 

12.050

 

TUSD

 

309

 

316

 

1.314

 

Subtotal

 

3.566

 

3.104

 

13.364

 

Supply + Transactions in the CCEE

 

319

 

247

 

1.236

 

Revenues from Trans. Network

 

172

 

160

 

632

 

Gas Supply

 

92

 

64

 

297

 

Others

 

54

 

76

 

261

 

Subtotal

 

4.203

 

3.651

 

15.790

 

Deductions

 

(1.448

)

(1.349

)

(5.544

)

Net Revenues

 

2.755

 

2.302

 

10.246

 

 

Chart IV

 

Operating Expenses (consolidated)

Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Purchased Energy

 

725

 

600

 

2794

 

Personnel/Administrators/Councillors

 

284

 

239

 

968

 

Depreciation and Amortization

 

201

 

179

 

778

 

Charges for Use of Basic Transmission Network

 

173

 

147

 

650

 

Contracted Services

 

145

 

121

 

619

 

Forluz – Post-Retirement Employee Benefits

 

62

 

31

 

123

 

Materials

 

48

 

23

 

94

 

Royalties

 

34

 

38

 

137

 

Gas Purchased for Resale

 

54

 

30

 

154

 

Operating Provisions

 

96

 

105

 

291

 

Other Expenses

 

47

 

79

 

343

 

Total

 

1.869

 

1.592

 

6.951

 

 

71



 

Chart V

 

Financial Result Breakdown
Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Financial Revenues

 

248

 

304

 

1.286

 

Income from Investments

 

54

 

42

 

200

 

Fines on Energy Accounts

 

51

 

24

 

123

 

CRC Contract/State (interest + monetary variation)

 

39

 

38

 

159

 

Monetary variation of Extraordinary Tariff Recomposition and RTD

 

78

 

121

 

581

 

Exchange Rate Variations

 

3

 

32

 

120

 

Others (PIS/PASEP + Derivatives + FIDC Revenue)

 

23

 

47

 

103

 

 

 

 

 

 

 

 

 

Financial Expenses

 

 

 

 

 

 

 

Charges on Loans and Financing

 

-195

 

-371

 

-852

 

Monetary variation of Extraordinary Tariff Recomposition

 

-17

 

-223

 

-176

 

Exchange Rate Variations

 

-10

 

-28

 

-10

 

Monetary Variarion Liabilities - Loans and Financing

 

-24

 

-2

 

-26

 

CPMF

 

-5

 

-7

 

-67

 

Losses from Derivatives

 

-12

 

-17

 

-187

 

Others + Provision for Losses from Tariff Recomposition

 

-64

 

-36

 

-324

 

Financial Result

 

(79

)

(58

)

(356

)

 

72



 

Chart VI

 

Statement of Results (Consolidated)
Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Net Revenue

 

2.755

 

2.302

 

10.246

 

Operating Expenses

 

(1.869

)

(1.592

)

(6.951

)

EBIT

 

886

 

710

 

3.295

 

EBITDA

 

1.088

 

889

 

4.073

 

Financial Result

 

(79

)

(67

)

(356

)

Non-Operating Result

 

(6

)

(6

)

(10

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(276

)

(204

)

(623

)

Employee Participation

 

(22

)

(21

)

(455

)

Minority Shareholders

 

(13

)

(5

)

(116

)

Net Income

 

490

 

407

 

1.735

 

Net Margin

 

18

%

18

%

17

%

 

Chart VIII

 

Adjusted Results
Net Income and Ebitda

 

 

 

1º trim 2008

 

1º trim 2007

 

%

 

Net income

 

490

 

407

 

20

%

(a) tariff revision – effect on net revenue

 

(41

)

 

 

 

 

(b) tariff revision - effect on operation expenses

 

3

 

 

 

 

 

(c) Adjustment on RGR expense

 

 

 

10

 

 

 

(d) CVA – energy purchase

 

 

 

(19

)

 

 

Adjusted net income

 

452

 

398

 

14

%

Ebitda

 

1.088

 

889

 

22

%

(a) tariff revision – effect on net revenue

 

(62

)

 

 

 

 

(b) tariff revision - effect on operation expenses

 

4

 

 

 

 

 

(c) Adjustment on RGR expense

 

 

 

15

 

 

 

(d) CVA – energy purchase

 

 

 

(29

)

 

 

Adjusted Ebitda

 

1.030

 

875

 

18

%

 

73



 

Chart IX

 

Related party transactions
Values in millions of reais

 

 

 

State of Minas Gerais
Government

 

 

 

1st Q. 2008

 

2007

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Customers and distributors

 

2

 

2

 

Tax Recoverable -

 

 

 

State VAT recoverable

 

274

 

167

 

Noncurrent assets

 

 

 

Accounts receivable from Minas Gerais State Government

 

1.739

 

1.763

 

Tax Recoverable -

 

70

 

58

 

VAT recoverable

 

 

 

Customers and distributors

 

34

 

37

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

Taxes, fees and charges

 

 

 

VAT - ICMS payable

 

301

 

268

 

Interest on capital and Dividends

 

 

126

 

Debentures

 

150

 

147

 

Credit Receivables Fund (FDIC)

 

956

 

990

 

Financing

 

20

 

18

 

 

Chart X

 

Share Ownership

 

Number of shares as of march 31, 2008

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

State of Minas Gerais

 

108.348.914

 

51

 

 

 

108.348.914

 

22

 

Southern Electric Brasil Part. Ltda.

 

70.088.868

 

33

 

 

 

70.088.868

 

14

 

Other:

 

 

 

 

 

 

 

Local

 

20.464.380

 

10

 

89.500.738

 

33

 

109.965.118

 

23

 

Foreigners

 

13.720.341

 

6

 

184.338.215

 

67

 

198.058.556

 

41

 

Total

 

212.622.503

 

100

 

273.838.953

 

100

 

486.461.456

 

100

 

 


* Southern Electric Brasil Participações Ltda

 

74



 

Chart XI

 

BALANCE SHEETS (CONSOLIDATED)
ASSETS

Values in millions of reais

 

 

 

1 st Q. 2008

 

2007

 

CURRENT ASSETS

 

7.919

 

7.722

 

Cash and Cash Equivalents

 

2.459

 

2.066

 

Consumers and Distributors

 

2.063

 

2.025

 

Consumers – Rate Adjustment

 

388

 

451

 

Dealership - Energy Transportation

 

524

 

474

 

Dealers - Transactions on the MAE

 

16

 

31

 

Tax Recoverable

 

898

 

810

 

Materials and Supplies

 

37

 

42

 

Prepaid Expenses - CVA

 

147

 

520

 

Tax Credits

 

513

 

490

 

Regulatory Assets

 

62

 

58

 

Deferred Tariff Adjustment

 

433

 

464

 

Other

 

379

 

291

 

NONCURRENT ASSETS

 

4.641

 

4.315

 

Account Receivable from Minas Gerais State Government

 

1.739

 

1.763

 

Consumers – Rate Adjustment

 

715

 

721

 

Regulatory Assets

 

 

61

 

Prepaid Expenses - CVA

 

659

 

178

 

Tax Credits

 

699

 

695

 

Deferred Tariff Adjustment

 

 

 

Dealers - Transactions on the MAE

 

9

 

14

 

Recoverable Taxes

 

379

 

365

 

Escrow Account re: Lawsuits

 

270

 

272

 

Consumers and Distributors

 

115

 

126

 

Other Receivables

 

44

 

38

 

 

 

12.173

 

12.230

 

Investments

 

1.078

 

1.071

 

Property, Plant and Equipment

 

10.500

 

10.563

 

Intangible

 

534

 

532

 

Deferred Charges

 

61

 

64

 

TOTAL ASSETS

 

24.733

 

24.267

 

 

75



 

Chart XIII

Cash Flow Statement (consolidated)

Values in million of Reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

Cash at start of period

 

2.066

 

1.375

 

Cash from operations

 

637

 

728

 

Net income

 

490

 

407

 

Depreciation and amortization

 

201

 

179

 

Suppliers

 

188

 

148

 

Other adjustments

 

(342

)

(136

)

Financing activity

 

-94

 

4

 

Financing obtained

 

21

 

315

 

Payment of loans and financing

 

(115

)

(512

)

Loans and financing

 

 

200

 

Other

 

 

1

 

Investment activity

 

-150

 

-224

 

Investments outside the concession area

 

(12

)

(38

)

Investments in the concession area

 

(107

)

(252

)

Special obligations - consumer contributions

 

(27

)

71

 

Other

 

(4

)

(5

)

Cash at the end of period

 

2.459

 

1.883

 

 

76



 

CHART XIV

STATEMENT RESULTS PER COMPANY

VALUES IN R$’000

ITEM

 

 

 

HOLDING

 

CEMIG - GT

 

CEMIG - D

 

RME Light

 

ETEP,ENTE,

 

ERTE,EATE,

 

GASMIG

 

INFOVIAS

 

SÁ CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATION

 

TOTAL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

10,378,681

 

7,958,279

 

10,311,887

 

2,166,770

 

266,383

 

 

 

395,429

 

282,935

 

143,924

 

122,476

 

512,673

 

(7,805,992

)

24,733,445

 

Cash and cash equivalents

 

62,922

 

976,326

 

928,196

 

99,051

 

29,123

 

 

 

113,517

 

34,701

 

52,088

 

42,191

 

120,660

 

 

2,458,775

 

Accounts receivable

 

2,106,115

 

375,926

 

1,836,738

 

407,215

 

8,627

 

 

 

160,911

 

7,502

 

5,629

 

2,720

 

29,385

 

(500,131

)

4,440,637

 

Regulatory assets

 

 

25,427

 

2,319,667

 

96,855

 

 

 

 

 

 

 

 

 

 

2,441,949

 

Other assets

 

679,174

 

674,743

 

1,241,105

 

543,186

 

3,792

 

 

 

26,974

 

47,849

 

14,503

 

3,723

 

31,432

 

(47,912

)

3,218,569

 

Fixed assets / PP&E / Deferred

 

7,530,470

 

5,905,857

 

3,986,181

 

1,020,463

 

224,841

 

 

 

94,027

 

192,883

 

71,704

 

73,842

 

331,196

 

(7,257,949

)

12,173,515

 

LIABILITIES

 

10,378,681

 

7,958,279

 

10,311,887

 

2,166,770

 

266,383

 

 

 

395,429

 

282,935

 

143,924

 

122,476

 

512,673

 

(7,805,992

)

24,733,445

 

Suppliers, including wholesale electricity

 

9,113

 

99,725

 

841,862

 

116,819

 

649

 

 

 

34,197

 

2,999

 

5,021

 

4,200

 

13,036

 

(26,193

)

1,101,428

 

Loans, financings and debentures

 

81,713

 

3,173,418

 

2,810,987

 

485,884

 

141,526

 

 

 

 

6,110

 

 

 

76,373

 

955,977

 

7,731,988

 

Interest on Equity and dividends

 

881,457

 

535,398

 

646,667

 

 

14,635

 

 

 

11,434

 

7,866

 

20,970

 

17,411

 

68,497

 

(1,322,878

)

881,457

 

Post-employment obligations

 

55,500

 

275,256

 

884,693

 

254,951

 

 

 

 

 

 

 

 

 

 

1,470,400

 

Other liabilities

 

470,441

 

680,491

 

2,416,477

 

612,794

 

7,472

 

 

 

147,825

 

6,351

 

17,359

 

7,271

 

40,116

 

(154,949

)

4,251,648

 

Future earnings

 

 

 

 

85,097

 

 

 

 

 

 

 

 

 

 

85,097

 

Minority interests

 

 

 

 

330,970

 

 

 

 

 

 

 

 

 

 

330,970

 

Stockholders’ equity

 

8,880,457

 

3,193,991

 

2,711,201

 

280,255

 

102,101

 

 

 

201,973

 

259,609

 

100,574

 

93,594

 

314,651

 

(7,257,949

)

8,880,457

 

INCOME STATEMENT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operational revenue

 

97

 

682,773

 

1,647,782

 

330,097

 

17,700

 

 

 

71,719

 

19,246

 

10,691

 

6,612

 

38,408

 

(70,466

)

2,754,659

 

Operational costs and expenses

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel

 

(3,880

)

(64,219

)

(194,660

)

(15,492

)

(540

)

 

 

(3,010

)

(1,527

)

(200

)

(236

)

(599

)

 

(284,363

)

Post-employment obligations

 

(2,796

)

(12,004

)

(37,169

)

(9,699

)

 

 

 

 

 

 

 

 

 

(61,668

)

Materials

 

(34

)

(2,863

)

(22,024

)

(978

)

(24

)

 

 

(292

)

(96

)

(50

)

(58

)

(67

)

 

(26,486

)

Raw materials

 

 

(21,785

)

 

 

 

 

 

 

 

 

 

 

 

(21,785

)

Outsourced services

 

(1,352

)

(16,945

)

(99,953

)

(15,585

)

(1,051

)

 

 

(888

)

(3,732

)

(573

)

(499

)

(4,174

)

 

(144,752

)

Water use royalties

 

 

(31,201

)

(1,048

)

 

 

 

 

 

 

(485

)

(247

)

(805

)

 

(33,786

)

Electricity bought for resale

 

 

 

(577,738

)

(174,670

)

 

 

 

 

 

 

(999

)

(5,145

)

33,186

 

(725,366

)

Charges for use of the basic grid

 

 

(64,437

)

(119,994

)

(21,626

)

 

 

 

 

 

 

(824

)

(2,723

)

37,280

 

(172,324

)

Depreciation and amortization

 

(74

)

(56,345

)

(110,515

)

(20,594

)

(1,874

)

 

 

(1,013

)

(6,644

)

(627

)

(543

)

(3,252

)

 

(201,481

)

Operational provisions

 

(40,822

)

932

 

(36,652

)

(19,035

)

 

 

 

 

 

 

 

(776

)

 

(96,353

)

Gas bought for resale

 

 

 

 

 

 

 

 

(53,420

)

 

 

 

 

 

(53,420

)

Other expenses, net

 

228

 

(8,773

)

(29,261

)

(5,544

)

(229

)

 

 

(1,074

)

(1,399

)

(113

)

(94

)

(547

)

 

(46,806

)

 

 

(48,730

)

(277,640

)

(1,229,014

)

(283,223

)

(3,718

)

 

 

(59,697

)

(13,398

)

(2,048

)

(3,500

)

(18,088

)

70,466

 

(1,868,590

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit before equity income and

 

(48,633

)

405,133

 

418,768

 

46,874

 

13,982

 

 

 

12,022

 

5,848

 

8,643

 

3,112

 

20,320

 

 

886,069

 

Financial revenue (expenses)

 

(4,596

)

(79,686

)

10,541

 

(11,278

)

(3,355

)

 

 

4,360

 

1,083

 

1,307

 

956

 

1,556

 

 

(79,112

)

Operational profit (loss)

 

(53,229

)

325,447

 

429,309

 

35,596

 

10,627

 

 

 

16,382

 

6,931

 

9,950

 

4,068

 

21,876

 

 

806,957

 

Non-operational revenue (expenses)

 

(1,514

)

(7,847

)

(1,464

)

4,469

 

 

 

 

 

254

 

 

 

 

 

(6,102

)

Profit (loss) before income tax and Social Contribution

 

(54,743

)

317,600

 

427,845

 

40,065

 

10,627

 

 

 

16,382

 

7,185

 

9,950

 

4,068

 

21,876

 

 

800,855

 

Income tax and Social Contribution

 

5,930

 

(106,953

)

(141,031

)

(12,945

)

(3,467

)

 

 

(5,211

)

(2,566

)

(3,364

)

(701

)

(5,789

)

 

(276,097

)

Minority interests

 

 

 

 

(12,420

)

 

 

 

 

 

 

 

 

 

(12,420

)

EMPLOYEE PROFIT SHARING

 

(771

)

(4,919

)

(16,155

)

 

 

 

 

 

 

(37

)

(34

)

(142

)

 

(22,058

)

NET PROFIT FOR THE YEAR

 

(49,584

)

205,728

 

270,659

 

14,700

 

7,160

 

 

 

11,171

 

4,619

 

6,549

 

3,333

 

15,945

 

 

490,280

 

 

77



 

Chart XII

 

BALANCE SHEETS (CONSOLIDATED)

LIABILITIES AND SHAREHOLDERS’ EQUITY

Values in millions of reais

 

 

 

1 st Q. 2008

 

2007

 

CURRENT LIABILITIES

 

5,476

 

5,862

 

Suppliers

 

760

 

936

 

Taxes payable

 

1.210

 

1.078

 

Loan, Financing and Debentures

 

1.137

 

1.021

 

Payroll,related charges and employee participation

 

246

 

338

 

Interest on capital and dividends

 

881

 

881

 

Employee post-retirement benefits

 

100

 

107

 

Regulatory charges

 

412

 

396

 

Other Obligations - Provision for losses on financial instruments

 

470

 

556

 

Regulatory Liabilities - CVA

 

260

 

549

 

NON CURRENT LIABILITIES

 

9,961

 

9,610

 

Loan, Financing and Debentures

 

6.595

 

6.619

 

Employee post-retirement benefits

 

1.370

 

1.364

 

Suppliers

 

341

 

341

 

Taxes and social charges

 

326

 

319

 

Reserve for contingencies

 

712

 

635

 

Other

 

140

 

136

 

Prepaid expenses - CVA

 

477

 

196

 

Deferred income

 

85

 

86

 

PARTICIPATION IN ASSOCIATE COMPANIES

 

331

 

319

 

SHAREHOLDERS’ EQUITY

 

8,880

 

8,390

 

Registered Capital

 

2.432

 

2.432

 

Capital reserves

 

4.032

 

4.032

 

Income reserves

 

1.899

 

1.899

 

Funds for capital increase

 

517

 

27

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

24,733

 

24,267

 

 

78



 

CEMIG GT – Tables I to III

 

Chart I

 

Operating Revenues (consolidated) - CEMIG GT

Values in million of Reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Sales to end consumers

 

429

 

349

 

1,663

 

Supply

 

292

 

246

 

1,120

 

Revenues from Trans. Network + Transactions in the CCEE

 

150

 

141

 

550

 

Others

 

7

 

3

 

41

 

Subtotal

 

878

 

739

 

3,374

 

Deductions

 

(195

)

(152

)

(708

)

Net Revenues

 

683

 

587

 

2,666

 

 

Chart II

 

Operating Expenses (consolidated) - CEMIG GT
Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Personnel/Administrators/Councillors

 

64

 

55

 

228

 

Depreciation and Amortization

 

56

 

56

 

223

 

Charges for Use of Basic Transmission Network

 

64

 

62

 

257

 

Contracted Services

 

17

 

18

 

96

 

Forluz – Post-Retirement Employee Benefits

 

12

 

6

 

23

 

Materials

 

3

 

3

 

18

 

Royalties

 

31

 

36

 

130

 

Operating Provisions

 

 

 

6

 

Other Expenses

 

9

 

16

 

78

 

Raw material for production

 

22

 

 

58

 

Total

 

278

 

252

 

1,117

 

 

79



 

Chart III

 

Statement of Results (Consolidated) - CEMIG GT

Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Net Revenue

 

683

 

587

 

2,666

 

Operating Expenses

 

(278

)

(252

)

(1,193

)

EBIT

 

405

 

335

 

1,473

 

EBITDA

 

461

 

391

 

1,696

 

Financial Result

 

(80

)

(69

)

(333

)

Non-Operating Result

 

(7

)

6

 

(3

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(107

)

(91

)

(280

)

Employee Participation

 

(5

)

(5

)

(110

)

Net Income

 

206

 

176

 

747

 

 

CHART IV

Net income Adjusted

 

Values in R$ Million

 

1q08

 

1q07

 

%

 

Net income

 

205,728

 

176,211

 

16.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

 

205,728

 

176,211

 

16.8

 

Employee Profit Sharing

 

3,247

 

3,344

 

(2.9

)

Net Income Adjusted for Employee Profit Sharing

 

208,975

 

179,555

 

16,4

 

Ebitda

 

461,478

 

391,198

 

18.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted Ebitda

 

461,478

 

391,198

 

18.0

 

 

80



 

CEMIG D – Tables I to IV

 

CHART I

 

CEMIG D - MARKET (GWh)

 

 

 

CAPTIVE MARKET

 

TUSD

 

TOTAL ENERGY TRANSPORTED

 

1Q05

 

5,192

 

3,042

 

8,234

 

2Q05

 

5,048

 

3,923

 

8,971

 

3Q05

 

5,004

 

3,063

 

8,067

 

4Q05

 

5,065

 

4,119

 

9,184

 

1Q06

 

5,856

 

4,050

 

9,906

 

2Q06

 

5,986

 

4,207

 

10,193

 

3Q06

 

5,069

 

4,286

 

9,355

 

4Q06

 

5,059

 

4,194

 

9,253

 

1Q07

 

4,912

 

4,128

 

9,040

 

2Q07

 

5,267

 

4,438

 

9,705

 

3Q07

 

5,165

 

4,516

 

9,681

 

4Q07

 

5,350

 

4,457

 

9,807

 

1Q08

 

5,175

 

4,082

 

9,257

 

 

Chart II

 

Operating Revenues (consolidated) - CEMIG D

Values in million of Reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Sales to end consumers

 

2338

 

1921

 

8,488

 

TUSD

 

315

 

313

 

1,321

 

Subtotal

 

2653

 

2234

 

9,809

 

Supply + Transactions in the CCEE

 

5

 

0

 

23

 

Others

 

18

 

14

 

68

 

Subtotal

 

2,676

 

2,248

 

9,900

 

Deductions

 

-1028

 

-951

 

(3,924

)

Net Revenues

 

1,648

 

1,297

 

5,976

 

 

Chart III

 

Operating Expenses (consolidated) - CEMIG D

Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Purchased Energy

 

578

 

440

 

2164

 

Personnel/Administrators/Councillors

 

195

 

157

 

619

 

Depreciation and Amortization

 

110

 

95

 

417

 

Charges for Use of Basic Transmission Network

 

120

 

117

 

447

 

Contracted Services

 

100

 

78

 

396

 

Forluz – Post-Retirement Employee Benefits

 

37

 

18

 

73

 

Materials

 

22

 

17

 

69

 

Operating Provisions

 

37

 

51

 

176

 

Other Expenses

 

30

 

34

 

165

 

Total

 

1,229

 

1,007

 

4,526

 

 

81



 

Chart IV

 

Statement of Results (Consolidated) - CEMIG D

Values in millions of reais

 

 

 

1st Q. 2008

 

1st Q. 2007

 

2007

 

Net Revenue

 

1,648

 

1,297

 

5,976

 

Operating Expenses

 

(1,229

)

(1,007

)

(4,526

)

EBIT

 

419

 

290

 

1,450

 

EBITDA

 

529

 

385

 

1,867

 

Financial Result

 

10

 

11

 

8

 

Non-Operating Result

 

(1

)

(10

)

(43

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(141

)

(95

)

(312

)

Employee Participation

 

(16

)

(16

)

(332

)

Net Income

 

271

 

180

 

771

 

 

CHART V

 

Net Income Adjusted

 

Values in R$ Million

 

1q08

 

1q07

 

%

 

Net Income

 

270,659

 

180,398

 

50.0

 

(a) tariff revision – effect on net revenue

 

(41,226

)

 

 

 

 

(b) tariff revision - effect on operation expenses

 

2,858

 

 

 

 

 

(c) Adjustment on RGR expense

 

 

 

9,833

 

 

 

(d) CVA – energy purchase

 

 

 

(19,302

)

 

 

Net Income Adjusted

 

232,291

 

170,930

 

35.9

 

Employee Profit Sharing

 

10,662

 

10,456

 

2.0

 

Net Income Adjusted for employee profit sharing

 

242,953

 

181,385

 

33.9

 

Ebitda

 

529,283

 

384,805

 

37.5

 

(a) tariff revision – effect on net revenue

 

(62,464

)

 

 

 

 

(b) tariff revision - effect on operation expenses

 

4,330

 

 

 

 

 

(c) Adjustment on RGR expense

 

 

 

14,899

 

 

 

(d) CVA – energy purchase

 

 

 

(29,245

)

 

 

Adjusted Ebitda

 

471,149

 

370,459

 

27.2

 

 

82



 

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 ENERGETICA DE MINAS
GERAIS – CEMIG

 

 

 

 

 

By:

 /s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Financial Officer, Investor
Relations Officer and Control of
Holdings Officer

Date: May 8, 2008

 

 

83