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 2010
Commission File Number 1-15224
Energy Company of Minas Gerais
(Translation of Registrants 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
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Description of Item |
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First Quarter 2010 Earnings Release, Companhia Energética de Minas Gerais CEMIG |
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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.
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COMPANHIA ENERGETICA DE MINAS GERAIS CEMIG |
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By: |
/s/ Luiz Fernando Rolla |
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Name: |
Luiz Fernando Rolla |
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Title: |
Chief Financial Officer, Investor Relations Officer and Control of Holdings Officer |
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Date: May 11, 2010 |
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Cemigs CEO, Mr. Djalma Bastos de Morais, makes these comments on Cemigs results for first quarter 2010:
The exceptional results achieved in the first quarter of 2010 reflect the success of our Long-term Strategic Plan, and the strategy arising from it, which, by focusing on the long term, enable Cemig to present growing results, with a balanced portfolio of businesses of low risk. After successfully making several acquisitions, Cemig now holds an excellent position, in a context of strong economic growth. This is shown by the exceptional growth in the consumer market, which is now back to pre-crisis levels.
We continue to do our homework, growing in all sectors in a balanced fashion, and with focus on operational excellence.
Finally, the results presented show that we are on the right path for the future, and that the decisions that we have taken in recent years are constantly adding value to our businesses making Cemig every day a stronger and more solid company, with efficient business management.
Cemigs Chief Officer for Finance, Investor Relations and Control of Holdings, Luiz Fernando Rolla, comments as follows:
In the first quarter our company continued to provide consistent and robust cash flow, as a result of our operations, which aim to add value for our stockholders. Our EBITDA in the first quarter of 2010 was R$ 950 million, 22% more than in the first quarter of last year, benefiting from our policy of keeping high levels of operational efficiency. This excellence is evidenced by our net income, over R$ 419 million in the first 3 months of this year, 22% more than in the first quarter of 2009.
This new level of results reflects the correctness of our strategy of growth via acquisitions and new projects, within the process of consolidation of the sector.
With a universe now of 59 companies and 10 consortia, the Cemig Group presents operational synergies that are increasingly profitable, in a position of lower risk, with greater stability, and growth of its results in the long term.
Our solid cash position, of R$ 4.5 billion, makes execution of our Long Term Strategic plan possible, guaranteeing our dividend policy and debt management, and the execution of the planned investments, including those associated with acquisition opportunities.
The excellent results that we are presenting today show that we continue to add value, in a continuous and sustainable manner, for all our shareholders and other stakeholders.
The rest of this release gives the highlights of our first quarter figures.
(Figures are in R$ 000, except where otherwise stated)
1Q10 headlines
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EBITDA: |
R$ 950 million |
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Net income: |
R$ 419 million |
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Net revenue: |
R$ 3 billion |
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Cash position: |
R$ 4.5 billion |
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Sales to final consumers: |
10,740 GWh |
Throughout this report the numbers of the 1st quarter of 2009 reflect the consolidation of Light by 25%, 11.97% adjusted in minority shareholdings, to reflect participation of 13.03% in the net income. Due to corporate events that occurred in December 2009, in the 1st quarter of 2010 consolidated numbers reflect Light stake of 13.03%
· Cemigs shares and ADRs appreciation in the 3 months to March 31:
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Close of |
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Close of |
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Appreciation |
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CMIG4 |
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R$29.52 |
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R$26.10 |
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13.10 |
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CMIG3 |
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R$22.70 |
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R$19.36 |
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17.25 |
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CIG |
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US$16.64 |
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US$14.17 |
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17.43 |
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CIG.C |
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US$13.21 |
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US$11.00 |
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20.09 |
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XCMIG |
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12.39 |
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11.15 |
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11.12 |
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Economic summary
R$ million
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1Q10 |
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1Q09 |
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Change |
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Electricity sold, MWh |
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10,740 |
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10,958 |
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(2.00 |
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Gross revenue |
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4,383,844 |
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3,726,863 |
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17.63 |
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Net revenue |
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2,910,447 |
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2,361,534 |
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23.24 |
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EBITDA |
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949,528 |
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780,684 |
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21.63 |
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Net income |
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419,223 |
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336,242 |
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24.68 |
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Consolidated electricity market
Sales to final consumers
The total volume of electricity sold to final consumers in the first quarter of 2010 was 10,740 GWh, or 2.0% lower than in the first quarter of 2009 (10,959 GWh).
Electricity sold to final consumers (MWh)
(Data not audited by external auditors)
Consumption by consumer category |
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31/03/2010 |
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31/03/2009 |
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Var % |
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31/03/2009 |
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Var % |
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Residential |
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2,350,021 |
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2,446,236 |
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(3.93 |
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2,219,666 |
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5.87 |
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Industrial |
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5,587,941 |
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5,593,627 |
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(0.10 |
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5,549,219 |
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0.70 |
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Commercial, services and others |
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1,472,502 |
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1,566,568 |
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(6.00 |
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1,383,432 |
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6.44 |
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Rural |
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503,200 |
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455,518 |
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10.47 |
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455,126 |
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10.56 |
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Other |
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826,345 |
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896,981 |
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(7.87 |
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801,915 |
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3.05 |
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Total |
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10,740,009 |
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10,958,930 |
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(2.00 |
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10,409,358 |
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3.18 |
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(*)Values in MWh considering the interest of 13.03% held by Cemig of Light.
This chart shows electricity sales by consumer category:
In general, sales to industrial consumers were constant at around 52%, followed by the residential category with 22%, and commercial consumers with 14%. With the increase in Cemigs interest in Light announced at the end of 2009, the volume of consumption by the residential category tends to increase slightly, since residential consumers are a substantial percentage of Lights sales.
Consolidated operational revenue
Revenue from supply of electricity
Gross revenue from supply of electricity in the first quarter of 2010 was R$ 3,643,311, 16.16% more than the revenue of R$ 3,136,503 in the first quarter of 2009.
Final consumers
Revenue from electricity sold to final consumers in 1Q10, excluding the groups own consumption, was R$ 3,096,757, compared to R$ 2,936,957 in the first quarter of 2009.
The main items affecting this result are:
· Increase in the average price per MWh charged to Free Consumers of Cemig GT (Cemig Geração e Transmissão) following adjustments in contracts.
· Tariff adjustment in Cemig D, with average impact on captive consumer tariffs of 6.21%, from April 8, 2009 (full effect in the first quarter of 2010).
· Net revenue of R$ 93,089, recognized in the first quarter of 2010, for the low-rental consumers subsidy under a
Technical Note issued by ANEEL, arising from the tariff adjustment of Cemig D in 2010.
· Recognition of regulatory liabilities arising from the adjustment in the Tariff Review of Cemig D, which had a negative impact of R$ 213,803 on gross revenue in 1Q09.
Volume of energy invoiced to final consumers 2.0% lower (this excludes Cemigs own internal consumption). This reduction was mainly due to the effect of the change in the consolidation percentage for Light: the reduction was from 25% to 13.0325%, as a consequence of the partial split of RME in 2009. If the percentage of 13.0325% is applied to the consolidation calculation at March 2009, the year-on-year comparison gives an increase of 3.18% in the volume of electricity invoiced.
Supply to other concession holders
Revenues from energy sold to other concession holders totaled R$ 376,568 in the first quarter of 2010, compared to R$ 359,504 in the first quarter of 2009 an increase of 4.75%.
This is principally due to the volume of electricity sold to other concession holders, and under bilateral contracts, being 17.80% higher year-on-year, at 3,237,078 MWh in 1Q10, compared to 2,748,037 MWh in 3Q08.
Revenue from use of the network Free Consumers
Revenue from use of the grid was 30.27%, or R$ 136,855, higher year-on-year in 1Q10 (at R$ 588,947 in the first quarter of 2010 compared to R$ 452,092 in the first quarter of 2009).
The revenue from the TUSD (Tariff for Use of the Distribution System) received by Cemig D and Light was 9.84% higher in the first quarter of 2010, at R$ 301,031, compared to R$ 274,055 in the first quarter of 2009. This mainly reflects: a higher volume of electricity transported, as a result of the recovery in economic activity; and also migration of captive consumers to the free market.
Also included in this line are revenues from use of the basic grid and the connection system, which were R$ 287,916 in 1Q10, compared to R$ 178,037 in 1Q09.
This change basically reflects the adjustment to the tariff of Cemig GT (Generation and Transmission) arising from the Tariff Review in June 2009, and also the acquisition of the electricity transmission company Taesa in the fourth quarter of 2009.
EBITDA
Cemigs EBITDA in the first quarter of 2010 was 21.63% higher year on year, at R$ 949,528, compared to R$780,684 in the first quarter of 2009. Adjusted for non-recurring items, it was 4.29% higher.
The higher EBITDA in 1Q10 than in 1Q09 mainly reflects Net operational revenue 22.99% higher, partially offset by Operational costs and expenses (excluding effects of depreciation and amortization) 24.04% higher.
EBITDA margin, at 32.65%, was not significantly different from 1Q09 when it was 33.01%.
The main non-recurring effects are:
· Recognition of a net expense of R$ 54,613 from the effects of the Tariff Adjustment of Cemig D in 2010, with the assets that were not included in the basis of the calculation for that adjustment being written off.
· Expenses of R$ 11,133 posted for the PDV Voluntary Retirement Program, as a result of adjustment in the provision.
This table shows these non-recurring adjustments:
EBITDA R$ 000 |
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31/3/2010 |
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31/3/2009 |
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Change, % |
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Net income |
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419,223 |
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336,242 |
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24.68 |
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+ Provision for income tax and Social Contribution tax |
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213,370 |
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187.999 |
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13.5 |
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+ - Financial revenues (expenses) |
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90,642 |
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37,757 |
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140.07 |
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+ Depreciation and amortization |
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190,227 |
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171,042 |
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11.22 |
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+ Profit shares |
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36,066 |
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27,424 |
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31.51 |
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+ Minority interests |
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20,220 |
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= EBITDA |
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949,528 |
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780,684 |
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21.63 |
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Non-recurring items: |
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Write-off of CVA(*) of prior years |
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70,889 |
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Low Income Consumer Subsidy 2008 and 2009 |
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(93,089 |
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Write-off of regulatory assets Pasep and Cofins taxes |
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46,240 |
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Prior year financial balances to be offset |
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30,573 |
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- Review of Transmission Revenue Technical Note 214/2009 |
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+ Tariff review Net revenue |
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213,803 |
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- + Tariff review Operational expense |
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(20,987 |
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- + PPD and PDV Voluntary Retirement Programs |
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11,133 |
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= ADJUSTED EBITDA |
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1,015,274 |
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973,500 |
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4.29 |
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(Method of calculation not reviewed by our external auditors.)
(*) Differences between the sums of non-controllable costs
If we consider the EBITDA of March 31, 2009, adjusted for the new percentage for consolidation applicable to Light after the partial split of RME which reduced that percentage from 25% to 13.0325%, EBITDA for 1Q10 would be R$ 739,297 an increase of 28.44% from 1Q09 to 1Q10.
Net income
Cemig reported 1Q10 consolidated net income of R$ 419,223, compared to consolidated net income of R$ 336,242 in 1Q09, an increase of 24.68%. The higher figure primarily reflects extraordinary adjustments in the first quarter of 2009 as a result of the final value decided by ANEEL for the Companys Tariff Review, which had a negative impact of R$ 127,000 on the 1Q09 result.
Deductions from operational revenues
Deductions from operational revenues in the first quarter of 2010 totaled R$ 1,473,397, 7,92% more than in the first quarter of 2009 (R$ 1,365,329). The main variations between the two years are as follows:
The Fuel Consumption Account CCC
The deduction from revenue for the CCC was R$ 129,740 in 1Q10, compared to R$ 122,620 in 1Q09, or 5.81% higher year-on-year. This is a contribution for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared between electricity concession holders, on a basis set by an ANEEL Resolution. It is a non-controllable cost. The amount passed through to the tariff is the part related to electricity distribution services. For the amount calculated as relating to 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 on to Eletrobrás.
Energy Development Account CDE
The deduction from revenue for the CDE in the first quarter of 2010 was R$ 110,222, 17.93% higher than in the first quarter of 2009 (R$ 93,462). These payments are specified by a Resolution issued by the regulator, ANEEL. This is a non-controllable cost. The amount for electricity distribution is passed through in full to the distribution tariff, and for the amount related to transmission the Company acts as a collection agent: it is charged to Free Consumers on the invoice for the use of the grid, and paid on by the Company to Eletrobrás.
Global Reversion Reserve RGR
The deduction from revenue for the RGR was R$ 44,907 in 1Q10 compared to R$ 43,730 in 1Q09. This is a non-controllable cost: the expense recognized in the income statement is the amount passed on to the tariff.
The other deductions from revenue are taxes calculated as a percentage of invoiced revenue hence their variations
are substantially the same in percentage terms as the changes in revenue.
Non-controllable costs
Differences between the sums of non-controllable costs (known as the CVA Account), used as a reference in calculating the tariff adjustment, and disbursements actually made, are offset in subsequent tariff adjustments. They are recorded in Assets or Liabilities. Complying with the ANEEL Chart of Accounts, some items are allocated as Deductions from operational revenue. Further information is in Explanatory note 9 to the Quarterly Information.
As from March 2008 the Company began to receive, in the tariff, the amounts posted in assets under Portion A. The portion of non-controllable costs actually received in the tariff is transferred to Operational expenses.
Operational costs and expenses (excluding Financial revenue/expenses)
Operational costs and expenses (excluding financial revenue/expenses) totaled R$ 2,151,146 in 1Q10, 22.79% more than in 1Q09 (R$ 1,751,892). This is mainly due to the increases in the costs of electricity bought for resale, and outsourced services, partially offset by the reduction in the amount of operational provisions. Further information is given in Explanatory Note 29 to the Consolidated Quarterly Information.
The main variations in operational expenses were:
Electricity bought for resale
The expense on electricity bought for resale in the first quarter of 2010 was R$ 1,028,336, 53.06% more than in the first quarter of 2009, when it was R$ 671,842. This is a non-controllable cost: the expense recognized in the income statement is the amount passed on to the tariff. Further
information is given in Explanatory Note 29 to the Consolidated Quarterly Information.
Charges for use of the transmission grid
The expense on charges for use of the transmission network was R$ 202,919 in 1Q10, 0.62% lower than in 1Q09 (R$ 204,191).
These expenses, set by an ANEEL Resolution, are payable by electricity distribution and generation agents for use of the facilities that are components of the basic national grid. This is a non-controllable cost: the deduction from revenue recognized in the Income statement corresponds to the value actually passed through to the tariff.
Depreciation and amortization
The expense on depreciation and amortization in the first quarter of 2010 was 11.22% higher, at R$ 190,227, than in the first quarter of 2009 (R$ 171.042 million). This result
arises substantially from the increase in fixed assets due to the ongoing investment in Distribution bussiness, through the Clarear, CresceMinas and Light For Everyone (Luz Para Todos) programs; and also from the amortization of intangible assets represented by the Companys new client invoicing software.
Operational provisions
Operational provisions in the first quarter of 2010 totaled R$ 23,148, 56.72% less than in the first quarter of 2009 (R$ 53,487). The lower provision mainly reflects the exclusion, in 2010, of a provision of R$ 11,042 for a civil court claim relating to a tariff increase, due to finalization of the court proceedings; as well as lower expense on contingencies for litigation in civil actions in 2010 than 2009. For more information please see Explanatory Notes 23 and 29 to the Consolidated Quarterly Information.
Gas purchased for resale
The cost of gas purchased for resale in 1Q10 was R$ 49,734, 26.50% more than in 1Q09 (R$ 39,314). This reflects the larger quantity of gas bought in the first quarter of 2010 than in the first quarter of 2009, due to higher volume of operation, of the gas-fired thermal power generation plants, which are Gasmigs clients.
Outsourced services
The expense on outsourced services in 1Q10 was R$ 183,985, compared to R$ 160,659 in 1Q09, an increase of 14.52% the highest variations being in expenditure on: communication; maintenance and conservation of facilitiesand electrical equipment; and outsourced contract workers, as follows:
· Expenses on communication were 110.89% higher in the first quarter of 2010, at R$ 17,227, than in the first quarter of 2009 (R$ 8,169). This reflects the seasonal effects of renegotiation of contracts which had not been concluded by the end of March.
· The expense on maintenance and conservation of electrical facilities and equipment in 1Q10 was R$ 42,071, an increase of 35.66% from 1Q09 (R$ 31,013). This variation arises principally from the Companys higher volume of activity regarding the Companys Reajustments of contracts as well as the consolidation of the companies acquired by Cemig in the second half of 2009.
· The expenses on contracted workers totaled R$ 12,851 in 1Q10, 52.59 % more than in the first quarter of 2009 (R$ 8,422). The difference arises mainly from seasonal effects of renegotiations and of contractual adjustments made with service providing companies in the first quarter of 2010.
Financial revenues (expenses)
In the first quarter of 2010 the company reported net financial expenses of R$ 90.642 million, compared to net financial expenses of R$ 37.757 million in the first quarter of 2009. The main factors in this difference are:
· Higher revenue from financial investments, at R$ 94,323 in 1Q10, 42.27% more than the revenue of R$ 66,383 in 1Q09, due to a higher volume of cash being invested in this semester.
· Revenue from net monetary adjustment on regulatory assets (CVA, the Deferred Tariff Adjustment, and the General Agreement for the Electricity Sector) 96.68% lower in 2010 than 2009: this revenue was R$ 893 in 1Q10, compared to R$ 26,895 in 1Q09. The change is mainly because the value of the regulatory assets had been reduced in 2010 as they were partially paid off by receipt of amounts in the tariff through clients electricity bills.
· Expenses on charges for loans and financings totaled R$ 234,691 in 1Q10, compared to R$ 199,809 in 1Q09. This reflects entry of new funding, principally the issue of R$ 2.70 billion in commercial papers by Cemig GT in October 2009.
· Higher monetary updating on loans and financings in Brazilian currency, at R$ 31,975, in 1Q10 the comparison is with R$ 3,816 in 1Q09. The increase is mainly due to the different behavior of the IGP-M inflation index in the two quarters: the variation in the IGP-M was 0.9153% negative over the first quarter of 2009, and 2.7798% positive over first quarter 2010.
For a breakdown of financial revenues and expenses, see Explanatory Note 30 to the Consolidated Quarterly Information.
Income tax and Social Contribution
Cemigs expenses on income tax and the Social Contribution tax in the first quarter of 2010 totaled R$ 213,370, on profit of R$ 668,659, before tax effects, a percentage of 31.91%. Cemigs expenses on income tax and the Social Contribution tax in the first quarter of 2009 totaled R$ 187,999, on profit of R$ 571,885, before tax effects, a percentage of 32.87%. These effective rates are compared with the nominal rates in Note 11 to the Consolidated Quarterly Information.
Disclaimer
Some statements and assumptions in this document are projections based on the viewpoint and assumptions of management, and involve risks and uncertainties both known and unknown. Future outcomes may differ materially from those expressed or implicit in such statements.
Contact: |
Investor Relations |
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ri@cemig.com.br |
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Tel. +55-31-3506-5024 |
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Fax +55-31-3506-5025 |
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CEMIG GT I to III
Chart I
Operating Revenues (consolidated) - CEMIG GT
Values in million of Reais
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1st Q. 2010 |
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1st Q. 2009 |
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chge% |
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Sales to end consumers |
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470 |
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412 |
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14 |
% |
Supply |
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364 |
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357 |
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2 |
% |
CCEE |
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232 |
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151 |
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54 |
% |
Others |
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10 |
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5 |
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100 |
% |
Subtotal |
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1.076 |
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925 |
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16 |
% |
Deductions |
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(226 |
) |
(198 |
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14 |
% |
Net Revenues |
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850 |
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727 |
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17 |
% |
Chart II
Operating Expenses (consolidated) - CEMIG GT
Values in millions of reais
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1st Q. 2010 |
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1st Q. 2009 |
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chge% |
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Personnel |
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72 |
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69 |
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4 |
% |
Depreciation and Amortization |
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69 |
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56 |
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23 |
% |
Charges for Use of Basic Transmission Network |
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64 |
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72 |
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-11 |
% |
Contracted Services |
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35 |
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24 |
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46 |
% |
Forluz Post-Retirement Employee Benefits |
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8 |
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7 |
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14 |
% |
Materials |
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4 |
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3 |
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33 |
% |
Royalties |
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35 |
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35 |
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0 |
% |
Operating Provisions |
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0 |
% |
Other Expenses |
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9 |
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0 |
% |
Purchased Energy |
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74 |
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27 |
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174 |
% |
Raw material for production |
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15 |
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0 |
% |
Total |
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376 |
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302 |
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25 |
% |
Chart III
Statement of Results (Consolidated) - CEMIG GT
Values in millions of reais
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1st Q. 2010 |
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1st Q. 2009 |
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chge% |
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Net Revenue |
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850 |
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727 |
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17 |
% |
Operating Expenses |
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(376 |
) |
(302 |
) |
25 |
% |
EBIT |
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474 |
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425 |
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12 |
% |
EBITDA |
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543 |
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481 |
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13 |
% |
Financial Result |
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(78 |
) |
(50 |
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56 |
% |
Provision for Income Taxes, Social Cont & Deferred Income Tax |
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(133 |
) |
(137 |
) |
-3 |
% |
Employee Participation |
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(7 |
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(6 |
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17 |
% |
Net Income |
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256 |
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232 |
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10 |
% |
CEMIG D I to IV
Chart I
CEMIG D Market
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(GWh) |
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GW |
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Quarter |
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Captive Consumers |
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TUSD ENERGY(1) |
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T.E.D(2) |
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TUSD PICK(3) |
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1Q08 |
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5.179 |
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4.082 |
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9.261 |
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20,5 |
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2Q08 |
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5.525 |
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4.364 |
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9.889 |
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20,5 |
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3Q08 |
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5.793 |
|
4.597 |
|
10.390 |
|
21,2 |
|
4Q08 |
|
5.857 |
|
4.368 |
|
10.225 |
|
21,4 |
|
1Q09 |
|
5.448 |
|
3.269 |
|
8.717 |
|
20,6 |
|
2Q09 |
|
5.478 |
|
3.593 |
|
9.071 |
|
20,5 |
|
3Q09 |
|
5.666 |
|
3.915 |
|
9.581 |
|
21,9 |
|
4Q09 |
|
5.740 |
|
4.304 |
|
10.043 |
|
22,4 |
|
1Q10 |
|
5.613 |
|
4.385 |
|
9.998 |
|
23,2 |
|
Chart II
Operating Revenues (consolidated) - CEMIG D
Values in million of Reais
|
|
1st Q. 2010 |
|
1st Q. 2009 |
|
chge% |
|
Sales to end consumers |
|
2.473 |
|
1.803 |
|
37 |
% |
TUSD |
|
328 |
|
262 |
|
25 |
% |
Subtotal |
|
2.801 |
|
2.065 |
|
36 |
% |
Others |
|
29 |
|
32 |
|
-9 |
% |
Subtotal |
|
2.830 |
|
2.097 |
|
35 |
% |
Deductions |
|
(1.089 |
) |
(911 |
) |
20 |
% |
Net Revenues |
|
1.741 |
|
1.186 |
|
47 |
% |
Chart III
Operating Expenses (consolidated) - CEMIG D
Values in millions of reais
|
|
1st Q. 2010 |
|
1st Q. 2009 |
|
chge% |
|
Purchased Energy |
|
877 |
|
506 |
|
73 |
% |
Personnel/Administrators/Councillors |
|
198 |
|
201 |
|
-1 |
% |
Depreciation and Amortization |
|
93 |
|
81 |
|
15 |
% |
Charges for Use of Basic Transmission Network |
|
167 |
|
120 |
|
39 |
% |
Contracted Services |
|
122 |
|
105 |
|
16 |
% |
Forluz Post-Retirement Employee Benefits |
|
26 |
|
23 |
|
13 |
% |
Materials |
|
22 |
|
21 |
|
5 |
% |
Operating Provisions |
|
14 |
|
16 |
|
-13 |
% |
Other Expenses |
|
43 |
|
28 |
|
54 |
% |
Total |
|
1.562 |
|
1.101 |
|
42 |
% |
Chart IV
Statement of Results (Consolidated) - CEMIG D
Values in millions of reais
|
|
1st Q. 2010 |
|
1st Q. 2009 |
|
chge% |
|
Net Revenue |
|
1.741 |
|
1.186 |
|
47 |
% |
Operating Expenses |
|
(1.562 |
) |
(1.101 |
) |
42 |
% |
EBIT |
|
179 |
|
85 |
|
111 |
% |
EBITDA |
|
272 |
|
166 |
|
64 |
% |
Financial Result |
|
(23 |
) |
(8 |
) |
188 |
% |
Provision for Income Taxes, Social Cont & Deferred Income Tax |
|
(45 |
) |
(18 |
) |
150 |
% |
Employee Participation |
|
(28 |
) |
(19 |
) |
47 |
% |
Net Income |
|
83 |
|
40 |
|
108 |
% |
CEMIG Consolidated charge I to XI
Chart I
Statement of Results (Consolidated) - per Company
Values in millions of reais
|
|
Cemig H |
|
Cemig D |
|
Cemig GT |
|
||||||
|
|
1st Q. 2010 |
|
1st Q. 2009 |
|
1st Q. 2010 |
|
1st Q. 2009 |
|
1st Q. 2010 |
|
1st Q. 2009 |
|
Net Revenue |
|
2,910 |
|
2,362 |
|
1,741 |
|
1,186 |
|
850 |
|
727 |
|
Operating Expenses |
|
(2,151 |
) |
(1,752 |
) |
(1,562 |
) |
(1,101 |
) |
(376 |
) |
(302 |
) |
EBIT |
|
759 |
|
610 |
|
179 |
|
85 |
|
474 |
|
425 |
|
EBITDA |
|
949 |
|
781 |
|
272 |
|
166 |
|
542 |
|
481 |
|
Financial Result |
|
(90 |
) |
(38 |
) |
(23 |
) |
(8 |
) |
(78 |
) |
(50 |
) |
Provision for Income Taxes, Social Cont & Deferred Income Tax |
|
(214 |
) |
(189 |
) |
(45 |
) |
(18 |
) |
(132 |
) |
(137 |
) |
Employee Participation |
|
(36 |
) |
(27 |
) |
(28 |
) |
(19 |
) |
|
|
|
|
Minority Shareholders |
|
|
|
(20 |
) |
|
|
|
|
257 |
|
232 |
|
Net Income |
|
419 |
|
336 |
|
83 |
|
40 |
|
257 |
|
232 |
|
Chart II
Sales per Company
Cemig Distribution
1st Quarter 2010 Sales |
|
GWh |
|
Industrial |
|
1,182 |
|
Residencial |
|
1,905 |
|
Rural |
|
452 |
|
Commercial |
|
1,160 |
|
Others |
|
913 |
|
Sub total |
|
5,612 |
|
Wholesale supply |
|
292 |
|
Total |
|
5,904 |
|
Cemig GT
1st Quarter 2010 Sales |
|
GWh |
|
Free Consumers |
|
4,160 |
|
Wholesale supply |
|
3,663 |
|
Wholesale supply Cemig Group |
|
2,681 |
|
Wholesale supply bilateral contracts |
|
328 |
|
Total |
|
654 |
|
Independent Generation
1st Quarter 2010 Sales |
|
GWh |
|
Horizontes |
|
7 |
|
Ipatinga |
|
23 |
|
Sá Carvalho |
|
40 |
|
Barreiro |
|
8 |
|
CEMIG PCH S.A |
|
11 |
|
Rosal |
|
24 |
|
Capim Branco |
|
7 |
|
Total |
|
219 |
|
RME (13,03%)
1st Quarter 2010 Sales |
|
GWh |
|
Industrial |
|
59 |
|
Residencial |
|
315 |
|
Rural |
|
222 |
|
Wholesale supply |
|
2 |
|
Commercial |
|
120 |
|
Others |
|
136 |
|
Total |
|
136 |
|
Cemig Consolidated by Company
1st Quarter 2009 Sales |
|
GWh |
|
Participação |
|
Cemig Distribution |
|
5,904 |
|
38 |
% |
Cemig GT |
|
8,932 |
|
58 |
% |
Wholesale Cemig Group |
|
915 |
|
6 |
% |
Wholesale Light Group |
|
219 |
|
1 |
% |
Independent Generation |
|
(378) |
|
-2 |
% |
RME |
|
(74) |
|
0 |
% |
Total |
|
15,518 |
|
100 |
% |
Chart III
Operating Revenues (consolidated)
Values in million of Reais
|
|
1st Q. 2010 |
|
1st Q. 2009 |
|
chge % |
|
Sales to end consumers |
|
3,192 |
|
3,041 |
|
5 |
% |
TUSD |
|
301 |
|
274 |
|
10 |
% |
|
|
66 |
|
(265 |
) |
-125 |
% |
Subtotal |
|
3,559 |
|
3,050 |
|
17 |
% |
Supply + Transactions in the CCEE |
|
376 |
|
360 |
|
4 |
% |
Revenues from Trans. Network |
|
288 |
|
179 |
|
61 |
% |
Gas Supply |
|
90 |
|
72 |
|
25 |
% |
Others |
|
70 |
|
66 |
|
6 |
% |
Subtotal |
|
4,383 |
|
3,727 |
|
18 |
% |
Deductions |
|
(1,473 |
) |
(1,365 |
) |
8 |
% |
Net Revenues |
|
2,910 |
|
2,362 |
|
23 |
% |
Chart IV
Operating Expenses (consolidated)
Values in R$ million
|
|
1st Q. 2009 |
|
1st Q. 2008 |
|
chge % |
|
Purchased Energy |
|
1,028 |
|
672 |
|
53 |
% |
Personnel/Administrators/Councillors |
|
295 |
|
298 |
|
-1 |
% |
Depreciation and Amortization |
|
190 |
|
171 |
|
11 |
% |
Charges for Use of Basic Transmission Network |
|
203 |
|
204 |
|
0 |
% |
Contracted Services |
|
184 |
|
161 |
|
14 |
% |
Forluz Post-Retirement Employee Benefits |
|
42 |
|
34 |
|
24 |
% |
Materials |
|
28 |
|
26 |
|
8 |
% |
Royalties |
|
42 |
|
36 |
|
17 |
% |
Gas Purchased for Resale |
|
50 |
|
39 |
|
28 |
% |
Operating Provisions |
|
23 |
|
54 |
|
-57 |
% |
Other Expenses |
|
66 |
|
1,752 |
|
16 |
% |
Total |
|
2,151 |
|
951 |
|
23 |
% |
Chart V
Financial Result Breakdown
Values in millions of reais
|
|
1st Q. 2009 |
|
1st Q. 2008 |
|
chge % |
|
Financial Revenues |
|
233 |
|
209 |
|
0.11 |
|
Income from Investments |
|
94 |
|
66 |
|
0.42 |
|
Fines on Energy Accounts |
|
32 |
|
28 |
|
0.14 |
|
CRC Contract/State (interest + monetary variation) |
|
40 |
|
40 |
|
|
|
Monetary variation of Extraordinary Tariff Recomposition and RTD |
|
5 |
|
28 |
|
(0.82 |
) |
Exchange Rate Variations |
|
16 |
|
21 |
|
(0.24 |
) |
PASEP/COFINS |
|
|
|
(1 |
) |
(1.00 |
) |
Adjustment to Present Value |
|
6 |
|
1 |
|
5.00 |
|
Derivatives |
|
1 |
|
1 |
|
|
|
Others |
|
39 |
|
25 |
|
0.56 |
|
Financial Expenses |
|
(323 |
) |
(247 |
) |
0.31 |
|
Charges on Loans and Financing |
|
(235 |
) |
(200 |
) |
0.18 |
|
Monetary variation of Extraordinary Tariff Recomposition |
|
(4 |
) |
(3 |
) |
0.33 |
|
Exchange Rate Variations |
|
(18 |
) |
2 |
|
(10.00 |
) |
Monetary Variarion Liabilities - Loans and Financing |
|
(32 |
) |
(4 |
) |
7.00 |
|
Provision for Losses from Tariff Recomposition |
|
|
|
9 |
|
(1.00 |
) |
Reversal of provision for PIS and Cofins taxes |
|
|
|
(2 |
) |
(1.00 |
) |
Losses from Derivatives |
|
(1 |
) |
(21 |
) |
(0.95 |
) |
Other |
|
(33 |
) |
(28 |
) |
0.18 |
|
Financial Result |
|
(90 |
) |
(38 |
) |
1.37 |
|
Chart VI
Statement of Results (Consolidated)
Values in millions of reais
|
|
1st Q. 2009 |
|
1st Q. 2008 |
|
chge % |
|
Net Revenue |
|
2,910 |
|
2,362 |
|
23 |
% |
Operating Expenses |
|
(2,151 |
) |
(1,752 |
) |
23 |
% |
EBIT |
|
759 |
|
610 |
|
24 |
% |
EBITDA |
|
949 |
|
781 |
|
22 |
% |
Financial Result |
|
(90 |
) |
(38 |
) |
137 |
% |
Provision for Income Taxes, Social Cont & Deferred Income Tax |
|
(214 |
) |
(189 |
) |
13 |
% |
Employee Participation |
|
(36 |
) |
(27 |
) |
33 |
% |
Minority Shareholders |
|
|
|
(20 |
) |
|
|
Net Income |
|
419 |
|
336 |
|
25 |
% |
Chart VIII
Share Ownership
Number of shares as of march 31, 2010
Shareholders |
|
Common |
|
% |
|
Preferred |
|
% |
|
Total |
|
% |
|
State of Minas Gerais |
|
138,175,720 |
|
51 |
|
|
|
|
|
138,175,720 |
|
22 |
|
Southern Electric Brasil Part. Ltda. |
|
89,383,266 |
|
33 |
|
|
|
|
|
89,383,266 |
|
14 |
|
Other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Local |
|
31,238,184 |
|
11 |
|
90,826,345 |
|
26 |
|
122,064,529 |
|
20 |
|
Foreigners |
|
12,357,073 |
|
5 |
|
258,396,304 |
|
74 |
|
270,753,377 |
|
44 |
|
Total |
|
271,154,243 |
|
100 |
|
349,222,649 |
|
100 |
|
620,376,892 |
|
100 |
|
* Southern Electric Brasil Participações Ltda
Chart IX
BALANCE SHEETS (CONSOLIDATED)
ASSETS
Values in millions of reais
|
|
1st Q. 2010 |
|
2009 |
|
CURRENT ASSETS |
|
9,557 |
|
9,444 |
|
Cash and Cash Equivalents |
|
4,495 |
|
4,425 |
|
Consumers and Distributors |
|
2,223 |
|
2,107 |
|
Consumers Rate Adjustment |
|
148 |
|
227 |
|
Dealership - Energy Transportation |
|
406 |
|
396 |
|
Dealers - Transactions on the MAE |
|
45 |
|
46 |
|
Tax Recoverable |
|
1,018 |
|
894 |
|
Materials and Supplies |
|
43 |
|
35 |
|
Prepaid Expenses - CVA |
|
368 |
|
754 |
|
Tax Credits |
|
158 |
|
142 |
|
Regulatory Assets |
|
|
|
|
|
Deferred Tariff Adjustment |
|
78 |
|
83 |
|
Other |
|
575 |
|
335 |
|
NONCURRENT ASSETS |
|
3,784 |
|
3,821 |
|
Account Receivable from Minas Gerais State Government |
|
1,787 |
|
1,824 |
|
Consumers Rate Adjustment |
|
|
|
|
|
Prepaid Expenses - CVA |
|
53 |
|
200 |
|
Tax Credits |
|
647 |
|
572 |
|
Dealers - Transactions on the MAE |
|
|
|
|
|
Recoverable Taxes |
|
226 |
|
228 |
|
Escrow Account re: Lawsuits |
|
717 |
|
628 |
|
Consumers and Distributors |
|
194 |
|
161 |
|
Other Receivables; Regulatory Assets; Deferred Tariff Adjustment |
|
160 |
|
208 |
|
|
|
16,709 |
|
15,601 |
|
Investments |
|
23 |
|
26 |
|
Property, Plant and Equipment |
|
14,575 |
|
13,863 |
|
Intangible |
|
2,111 |
|
1,712 |
|
TOTAL ASSETS |
|
30,050 |
|
28,866 |
|
Chart X
BALANCE SHEETS (CONSOLIDATED)
LIABILITIES AND SHAREHOLDERS EQUITY
Values in millions of reais
|
|
1st Q. 2010 |
|
2008 |
|
CURRENT LIABILITIES |
|
6,162 |
|
8,721 |
|
Suppliers |
|
924 |
|
852 |
|
Taxes payable |
|
718 |
|
617 |
|
Loan, Financing and Debentures |
|
1,701 |
|
4,280 |
|
Payroll, related charges and employee participation |
|
380 |
|
451 |
|
Interest on capital and dividends |
|
950 |
|
954 |
|
Employee post-retirement benefits |
|
107 |
|
94 |
|
Regulatory charges |
|
364 |
|
324 |
|
Other Obligations - Provision for losses on financial instruments |
|
498 |
|
493 |
|
Regulatory Liabilities - CVA |
|
520 |
|
656 |
|
NON CURRENT LIABILITIES |
|
13,157 |
|
9,862 |
|
Loan, Financing and Debentures |
|
10,124 |
|
7,014 |
|
Employee post-retirement benefits |
|
1,278 |
|
1,179 |
|
Taxes and social charges |
|
706 |
|
603 |
|
Reserve for contingencies |
|
559 |
|
495 |
|
Other |
|
419 |
|
343 |
|
Prepaid expenses - CVA |
|
71 |
|
228 |
|
PARTICIPATION IN ASSOCIATE COMPANIES |
|
|
|
7 |
|
SHAREHOLDERS EQUITY |
|
10,731 |
|
10,276 |
|
Registered Capital |
|
3,102 |
|
3,102 |
|
Capital reserves |
|
3,969 |
|
3,969 |
|
Income reserves |
|
3,178 |
|
3,178 |
|
Acumulated Income |
|
455 |
|
|
|
Funds for capital increase |
|
27 |
|
27 |
|
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY |
|
30,050 |
|
28,866 |
|
Chart XI
Cash Flow Statement (consolidated)
Values in million of Reais
|
|
1st Q. 2009 |
|
1st Q. 2008 |
|
Cash at start of period |
|
4,425 |
|
2,284 |
|
Cash from operations |
|
1,287 |
|
638 |
|
Net income |
|
419 |
|
336 |
|
Depreciation and amortization |
|
190 |
|
171 |
|
Suppliers |
|
(77 |
) |
67 |
|
Deferred Tariff Adjustment |
|
|
|
119 |
|
Other adjustments |
|
755 |
|
(55 |
) |
Financing activity |
|
73 |
|
76 |
|
Financing obtained |
|
3,197 |
|
192 |
|
Payment of loans and financing |
|
(3,124 |
) |
(116 |
) |
Investment activity |
|
(1,290 |
) |
(292 |
) |
Investments outside the concession area |
|
39 |
|
22 |
|
Investments in the concession area |
|
(1,329 |
) |
(337 |
) |
Special obligations - consumer contributions |
|
|
|
23 |
|
Cash at the end of period |
|
4,495 |
|
2,706 |
|
2. Summary of Principal Decisions of the 482nd Meeting of the Board of Directors, Companhia Energética de Minas Gerais CEMIG, April 6, 2010
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64 NIRE 31300040127
BOARD OF DIRECTORS
SUMMARY OF PRINCIPAL DECISIONS
At its 482nd meeting, held on April 06, 2010, the Board of Directors of Companhia Energética de Minas Gerais decided the following:
· Substitution of guarantees for the financing contract for the Santo Antônio Power Plant
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
3. Summary of Principal Decisions of the 110th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 6, 2010
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
Listed company
CNPJ 06.981.176/0001-58
NIRE 31300020550
BOARD MEETING
SUMMARY OF PRINCIPAL DECISIONS
At its 110th meeting, held on April 06, 2010, the Board of Directors of Cemig Geração e Transmissão S.A. approved the following:
· Substitution of guarantees for the financing contract for the Santo Antônio Power Plant
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
4. Market Announcement, Explanations in Response to BM&FBovespa Official Letter GAE/CREM-514/10 of April 1, 2010, Companhia Energética de Minas Gerais CEMIG, April 13, 2010
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64
NIRE 33300266003
MARKET ANNOUNCEMENT
Explanations in response to
BM&FBovespa Official Letter GAE/CREM-514/10 of 04/01/2010
BM&FBovespa requests us to inform whether the inclusion in Cemigs scope of the activity of developing and commercially operating telecommunications and information systems, as a result of Minas Gerais State Law 18695 of 01/05/2010, to be decided in the General meeting of Stockholders to be held on 04/29/2010, will give stockholders the right to withdraw from the Company, through reimbursement of their shares, under Article 137 of Law 6404/76, and, if so, to specify:
· Which stockholders will have the right to state a position, that is to say, the stockholders of record on which date will have the right to dissent from the decisions of the said meeting.
· The amount of the reimbursement, in R$/share.
· What procedures stockholders should adopt to state their position to the Company.
They also request information on the amount in R$/share to be distributed as dividends, as per Proposal by the Board of Directors, total and per installment, and also the date foreseen for credit of the shares arising from the stock dividend.
Dear Sirs,
In response to your request, through BM&FBovespa Official Letter GAE/CREM-514/10, of 04/01/2010, we advise you that Cemig, in compliance with Article 237 of Law 6404/76, published the convocation to the General Meeting of Stockholders to be held on 04/29/2010, for the purpose of adapting its Bylaws to the terms of Minas Gerais State Law 18695, of 01/05/2010, which explicitly stated, among its corporate objects, the activities of developing and commercially operating telecoms and information services.
On this question, we point out that that are reasonable justifications for Article 137 of Law 6404/76 not applying that Article specifies the right of stockholders to withdraw from the Company, via reimbursement of their shares, as a result of a change in the companys objects, described in sub-item VI of Article 136, having in mind that:
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
1 The purpose of inclusion in the scope of the companys objects of the activities mentioned in State Law 18695/2010 is only to make explicit activities that are indirectly related to the Companys objects, such as telecommunications, which the Company already was operating, through intermediation of the use of the networks and facilities for the transport and distribution of electricity, through its subsidiary Empresa de Infovias S.A.
2 Cemig will continue to operate in the various fields of energy, from any of its sources, for economic and commercial operation, constructing and operating systems including electricity generation, transmission, distribution and sales systems, and also to carry out activities directly or indirectly related to this Object;
In the present case it is perceived that the activities mentioned may be clearly comprehended as complementary to or an integral part of those of Cemigs Bylaws, and it should be pointed out that the use of the facilities of the electricity distribution facilities as a means of transport for communication of digital or analog signals, through the system known as Power Line Communications PLC, was recently regulated by Aneel through its Normative Resolution 375, of August 25, 2009.
This being so, we believe that the possibility of withdrawal referred to by Law 6414/76 does not apply to the changes in the Bylaws to be decided by the AGM of 04/29/2010.
In relation to the dividends to be distributed, as per the Proposal of the Board of Directors, in the amount of R$ 930,720,000, we inform you as follows:
· Total amount in R$/share (ON/PN) to be distributed: R$ 1.500859536
· Amount in R$/share (ON/PN) of the 1st installment: R$ 0.750429768
· Amount in R$/share (ON/PN) of the 2nd installment: R$ 0.750429768
· Date scheduled for credit of the shares arising from the stock dividend (available for trading): May 5, 2010.
Belo Horizonte, April 13, 2010.
Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings
5. Summary of Principal Decisions of the 483rd Meeting of the Board of Directors, Companhia Energética de Minas Gerais CEMIG, April 15, 2010
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64 NIRE 31300040127
BOARD OF DIRECTORS
SUMMARY OF PRINCIPAL DECISIONS
At its 483rd meeting, held on April 15, 2010, the Board of Directors of Companhia Energética de Minas Gerais decided the following:
1. Software licensing contract with SAP Brasil Ltda.
2. Group life insurance.
3. Appointments of Chief Officers of Cemig to the management of Gasmig (Companhia de Gás de Minas Gerais).
4. Stockholding restructuring for the Public Offer to Purchase Shares in Transmissora Aliança de Energia Elétrica S.A.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
6. Summary of Principal Decisions of the 111th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 15, 2010
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
Listed company
CNPJ 06.981.176/0001-58
NIRE 31300020550
BOARD MEETING
SUMMARY OF PRINCIPAL DECISIONS
At its 111st meeting, held on April 15, 2010, the Board of Directors of Cemig Geração e Transmissão S.A. approved the following:
1. Annual Social and Environmental Responsibility Report for the business year 2009.
2. Signing of an amendment to transmission services contract with the National Electricity System Operator (ONS).
3. Signing of an amendment to contract for use of the transmission system with the National Electricity System Operator (ONS).
4. Donation under tax incentive provisions:
(Vita Vida Project of Servas The Voluntary Social Assistance Service organization).
5. Declaration of Interest on Equity.
6. Decision in favor of the Executive Board, periodically, declaring Interest on Equity.
7. Stockholding restructuring for the Public Offer to Purchase Shares in Transmissora Aliança de Energia Elétrica S.A.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
7. Summary of Principal Decisions of the 104th Meeting of the Board of Directors, Cemig Distribuição S.A., April 15, 2010
CEMIG DISTRIBUIÇÃO S.A.
LISTED COMPANY
CNPJ 06.981.180/0001-16
Meeting of the Board of Directors:
SUMMARY OF PRINCIPAL DECISIONS
At its 104th meeting, held on April 15, 2010, the Board of Directors of Cemig Distribuição S.A. decided the following:
1. Annual Social and Environmental Responsibility Report of Cemig D for the business year 2009.
2. Signing of working agreements: the Cities of the Future Project.
3. Signing of an amendment to a contract with SAP Brasil Ltda.
4. Declaration of Interest on Equity.
5. Decision in favor of the Executive Board, periodically, declaring Interest on correctly.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
8. Market Announcement, Notice of Significant Stockholding in CEMIG Shares by Lazard Asset Management LLC, Companhia Energética de Minas Gerais CEMIG, April 15, 2010
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64 NIRE 33300266003
MARKET ANNOUNCEMENT
ADVICE OF 5% POSITION IN CEMIG SHARES
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, in accordance with Article 12 of CVM Instruction 358 of January 3, 2002, and its commitment to best corporate governance practices, informs the public that it has received correspondence from the stockholder Lazard Asset Management LLC, with the following content:
April 15, 2010
To
CVM Brazilian Securities Commission
Rua Sete de Setembro 111, 33rd Floor
20159-900 Rio de Janeiro, RJ, Brazil
Att: Companies Monitoring Unit
Copies to:
Cia Energética de Minas Gerais
Av Barbacena 1200
Santo Agostinho
30123-970 Belo Horizonte, MG, Brazil
São Paulo Stock Exchange
Rua XV de Novembro 275
01013-001 São Paulo, SP, Brazil
Re: Position in the ADRs of Cia. Energética de Minas Gerais (the Company)
Dear Sir/Madam,
In accordance with Article 12 of CVM Instruction 358, Lazard Asset Management LLC hereby gives notice that: (i) on April 14, 2010 the total holding in shares of the Company was 17,497,213 shares, corresponding to 5.01% of the total of the shares issued by Cia. Energética de Minas Gerais ADR (US2044096012); (ii) the total holding in shares referred to is the aggregate of shares held by funds and client accounts managed by Lazard Asset Management LLC; (iii) the acquisition of the above holding is not a case of acquisition of control of the Company, but of investment, which does not seek to change the Companys management, nor the composition of its stockholding control or functioning.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
Yours,
Michael Pipala
Compliance Office
Lazard Asset Management LLC
Phone: 212-632-6095
Fax: 212-332-5914
We further advise the public that this correspondence is filed at the head office of Cemig, at Avenida Barbacena 1200, 5th Floor, in this city of Belo Horizonte, Minas Gerais State.
Belo Horizonte, April 15, 2010.
Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings
9. Summary of Minutes of the 475th Meeting of the Board of Directors, Companhia Energética de Minas Gerais CEMIG, January 28, 2010
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64 - NIRE 31300040127
BOARD OF DIRECTORS
SUMMARY OF MINUTES OF THE 475th MEETING
Date, time and place: January 28, 2010, at 9.30 a.m., at the companys head office,
Av. Barbacena 1200, 18th Floor, Belo Horizonte, Minas Gerais, Brazil.
Meeting committee: Chairman: Djalma Bastos de Morais;
Secretary: Anamaria Pugedo Frade Barros.
Summary of proceedings:
I The Chairman asked the Board Members present whether any of them had conflict of interest in relation to the matters on the agenda of this meeting, and all stated there was no such conflict of interest.
II The Board approved the minutes of this meeting.
III The Board authorized:
1 Signing, as consenting party, of the following amendments:
a) Fourth Amendment to Concession Contract Nº 042/2001, between Empresa Amazonense de Transmissão de Energia S.A. EATE and the National Electricity Agency Aneel, with Alupar Investimento S.A. (Alupar) also as consenting party;
b) Fourth Amendment to Concession Contract Nº 088/2000, between Empresa Catarinense de Transmissão de Energia S.A. ECTE and Aneel, with Alupar, Centrais Elétricas de Santa Catarina S.A. (Celesc) and MDU Sul Transmissão de Energia Ltda. also as consenting parties;
c) Fourth Amendment to Concession Contract Nº 085/2002, between Empresa Norte de Transmissão de Energia S.A. ENTE and Aneel, with Alupar, Celesc and MDU Sul Transmissão de Energia Ltda. also as consenting parties;
d) Fourth Amendment to Concession Contract Nº 083/2002, between Empresa Regional de Transmissão de Energia S.A. ERTE and Aneel, with Alupar, Celesc and MDU Sul Transmissão de Energia Ltda. also as consenting parties; and
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
e) Fifth Amendment to Concession Contract Nº 043/2001, between Empresa Paraense de Transmissão de Energia S.A. ETEP and Aneel, with Alupar as consenting party;
· to formalize the stockholding restructuring of these companies.
2 Opening of Administrative Tender Proceedings in Competition through Pre-qualification mode, with pre-qualification and subsequent contracting, based on the proposals of lowest cost for the companies, of law offices with renowned specialization in Environmental, Administrative, Employment, Social Security, Corporate Equity Structure, Capital Markets, Regulatory, Third-party Liability and Tax Law, for a period of 5 years, the respective costs to be appropriated and specified, proportionately, in the budgets of Cemig, Cemig D and Cemig GT.
IV The following spoke on general matters and business of interest to the Company:
The Chairman: |
|
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Board members: |
Evandro Veiga Negrão de Lima, |
André Araújo Filho. |
Chief Officers and Board members: |
Marco Antônio Rodrigues da Cunha. |
|
Superintendent: |
Ricardo Luiz Diniz Gomes. |
|
The following were present:
Board members: |
Djalma Bastos de Morais, Adriano Magalhães Chaves, André Araújo Filho, Antônio Adriano Silva, Arcângelo Eustáquio Torres Queiroz, Evandro Veiga Negrão de Lima, Francelino Pereira dos Santos, Guy Maria Villela Paschoal, |
João Camilo Penna, Maria Estela Kubitschek Lopes, Paulo Sérgio Machado Ribeiro, Cezar Manoel de Medeiros, Fernando Henrique Schüffner Neto, Franklin Moreira Gonçalves, Lauro Sergio Vasconcelos David, Marco Antonio Rodrigues da Cunha. |
Secretary: |
Anamaria Pugedo Frade Barros. |
|
Anamaria Pugedo Frade Barros
10. Summary of Minutes of the 105th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., January 28, 2010
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
LISTED COMPANY
CNPJ 06.981.176/0001-58 - NIRE 31300020550
BOARD OF DIRECTORS
SUMMARY OF MINUTES OF THE 105TH MEETING
Date, time and place: |
January 28, 2010, at 3.00 p.m., at the companys head office, |
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Av. Barbacena 1200, 12th Floor, B1 Wing, Belo Horizonte, Minas Gerais, Brazil. |
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Meeting committee: |
Chairman: |
Djalma Bastos de Morais; |
|
Secretary: |
Anamaria Pugedo Frade Barros. |
Summary of proceedings:
I The Chairman asked the Board Members present whether any of them had conflict of interest in relation to the matters on the agenda of this meeting, and all stated there was no such conflict of interest.
II The Board approved the minutes of this meeting.
III The Board authorized:
A) Signing of the First Amendment to the Instrument of Non-remunerated Transfer of the Barão de Cocais 3 Substation, with Vale S.A., to replace Appendices I and II, which are, respectively, a list of the facilities transferred and a list of the spare parts and technical reserve items of the facilities transferred, backdated to and with effect from October 25, 2006; to change the name-reference to Vale S.A., in Item I of the preamble to the Contract; and to grant quittance for all past and present events in relation to the contractual obligations already carried out.
B) Opening of Administrative Tender Proceedings, and contracting of Operational Risk Insurance, directly with the insurance company, for a period of 12 months, able to be extended, upon issuance of endorsements to the policies, for up to 60 months, to transfer the financial risk arising from possible accidents in generators, rotors or power equipment of the principal facilities of the companies Cemig GT, Cemig D, the Cemig CEB Consortium (Queimado Hydroelectric Plant), Rosal Energia S.A., Sá Carvalho S.A. and Cemig PCH S.A.;
C) Signing, as consenting party, of one or more Commitment Undertakings for Injection of Capital and Other Matters, between Banco Itaú BBA S.A. and Empresa Amazonense de Transmissão de Energia S.A. EATE, with Empresa Brasileira de Transmissão de Energia S.A EBTE also as consenting party.
D) Increase of the Registered Capital of EBTE, up to the limit of R$ 93 million, if this becomes necessary to honor payments of interest and/or amortization of the bridge loan, it being the responsibility of Cemig GT to subscribe and pay up 49% of the shares to be issued in any such increase.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
E) Vote by the representative of Cemig GT in the Extraordinary General Meeting of Stockholders of EBTE that decide on any increases of capital referred to in this Item III, sub-clause D.
F) Increase in the registered capital of Brasnorte Transmissora de Energia S.A. Brasnorte up to the limit of two hundred and forty four million, fifty one thousand, nine hundred ninety nine Reais and sixty four centavos; ratifying the vote in favor by the representatives of Cemig GT in the meeting of the Board of Directors of Transmissora Aliança de Energia Elétrica S.A. in relation to the vote in favor at the EGM of Brasnorte relating to:
Maintenance of the original decision of the Board of Directors of Brasnorte, taken on August 27, 2009, not to contract financing with the Amazon Development Agency (ADA), due to formal and material inconsistencies in the project initially delivered for consideration by that Agency and the increase in capital of Brasnorte in September 2009, decided in an Extraordinary General Meeting.
Orientation for Brasnorte to seek the best conditions available on the market from commercial banks, in an amount sufficient to cover its cash needs, with cost of debt servicing (principal plus interest) compatible with its cash availability.
Authorization, in the event of it not been possible to obtain a full amount equal to the cash requirement, for the remaining amount to be injected by the stockholders, maintaining Brasnortes present stockholding structure.
Orientation for efforts to be made, in parallel, to obtain alternative sources of financing with development banks, including the ADA, provided that the application is properly constituted, obeying best legal and market practices.
G) Vote, by the representatives of Cemig GT in the Extraordinary General Meeting of Stockholders of Transmissora Aliança de Energia Elétrica S.A. Aliança, in favor of the following matters:
Approval of the Amendment to the Protocol and Justification of Partial Split of Transmissora do Atlântico de Energia Elétrica S.A. Taesa with transfer of the separated part to Transmissora Alterosa de Energia S.A. Alterosa, followed by the absorption of Taesa by Aliança.
Re-ratification of the approval of the Valuation Opinion on the assets and liabilities of Taesa absorbed by Aliança, made with base date November 30, 2009, taking into account the adjustment of the accounting value of the net assets and liabilities of Taesa.
Ratification of the other matters approved by the EGM held on December 28, 2009.
Authorization for the Chief Officers of the Company to carry out all the other acts necessary for implementation of the absorption.
Authorization for updating of the stated amount of the registered capital of Aliança, to one billion three hundred and twelve million five hundred and thirty five thousand one hundred and ninety three Reais and twenty eight centavos, with consequent change in the head paragraph of Clause 5 of the Bylaws of that Company, to contain the updated value.
H) Vote, by the representatives of Cemig GT in the Extraordinary General Meeting of Stockholders of Transmissora Alterosa de Energia Elétrica S.A. Alterosa, in favor of the following matters:
Approval of the Amendment to the Protocol and Justification of Partial Split of Transmissora do Atlântico de Energia Elétrica S.A. Taesa with transfer of the separated part to the Company, followed by absorption of Taesa by Aliança.
Re-ratification of the approval of the Valuation Opinion on the assets and liabilities of Taesa transferred to Aliança, made with base date November 30, 2009, taking into account the adjustment of the accounting value of the net assets and liabilities of Taesa.
Ratification of the other approvals made by the EGM held on December 28, 2009.
Approval of the increase in the Registered Capital of Alterosa by thirty four million two hundred fifty three thousand five hundred and four Reais and two centavos, through capitalization of the Capital Reserve, with consequent alteration of the Bylaws.
Authorization for the Management of the Company to carry out all the other acts necessary for implementation of the Partial Split and capital increase.
I) Opening of Administrative Tender Proceedings in the Competition through Pre-qualification mode, and pre-qualification and subsequent contracting, based on the proposals of lowest cost for the companies, of law offices with renowned specialization in Environmental, Administrative, Employment, Social Security, Corporate Equity Structure, Capital Markets, Regulatory, Third-party Liability and Tax Law, for a period of five years, the respective costs to be appropriated and specified, proportionately, in the budgets of Cemig, Cemig D and Cemig GT.
IV The Board re-ratified CRCA-038/2009, changing the conditions of financing to be contracted with Finep (Studies and Projects Financing Agency) under the Inova Brasil Program, for the feasibility studies for Hydroelectric Power Sources , the other provisions of that CRCA being unchanged.
V The following spoke on general matters and business of interest to the Company:
The Chairman: |
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Board members: |
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Evandro Veiga Negrão de Lima, André Araújo Filho, |
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Guy Maria Villela Paschoal, João Camilo Penna. |
Chief Officer and Board member: |
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Marco Antônio Rodrigues da Cunha. |
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Chief Officers: |
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Bernardo Afonso Salomão de Alvarenga, |
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Luiz Fernando Rolla. |
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Ricardo Luiz Diniz Gomes. |
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The following were present:
Board members: |
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Djalma Bastos de Morais, Adriano Magalhães Chaves, André Araújo Filho, Antônio Adriano Silva, Arcângelo Eustáquio Torres Queiroz, Evandro Veiga Negrão de Lima, Francelino Pereira dos Santos, Guy Maria Villela Paschoal, |
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João Camilo Penna, Maria Estela Kubitschek Lopes, Paulo Sérgio Machado Ribeiro, Cezar Manoel de Medeiros, Fernando Henrique Schüffner Neto, Franklin Moreira Gonçalves, Lauro Sergio Vasconcelos David, Marco Antonio Rodrigues da Cunha. |
Secretary: |
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Anamaria Pugedo Frade Barros. |
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Anamaria Pugedo Frade Barros
11. Summary of Minutes of the 99th Meeting of the Board of Directors, Cemig Distribuição S.A., January 28, 2010
Cemig Distribuição S.A.
LISTED COMPANY
CNPJ 06.981.180/0001-16 - NIRE 31300020568
BOARD OF DIRECTORS
SUMMARY OF MINUTES OF THE 99th MEETING
Date, time and place: |
January 28, 2010, at 2.00 p.m., at the companys head office, |
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Av. Barbacena 1200, 17th Floor, A1 Wing, Belo Horizonte, Minas Gerais, Brazil. |
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Meeting committee: |
Chairman: |
Djalma Bastos de Morais; |
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Secretary: |
Anamaria Pugedo Frade Barros. |
Summary of proceedings:
I The Chairman asked the Board Members present whether any of them had conflict of interest in relation to the matters on the agenda of this meeting, and all stated there was no such conflict of interest.
II The Board approved:
a) Participation in the tender for contracting to renew Operational Risk Insurance, directly with the insurance company, to be carried out by Cemig GT, to transfer the financial risks arising from possible accidents in the power equipment of the principal facilities of Cemig D, for a period of 12 months, renewable up to a maximum period of 60 months.
b) the minutes of this meeting.
III The Board authorized opening of Administrative Tender Proceedings in the Competition through Pre-qualification mode, and pre-qualification and subsequent contracting, based on the proposals of lowest cost for the companies, of law offices with renowned specialization in Environmental, Administrative, Employment, Social Security, Corporate Equity Structure, Capital Markets, Regulatory, Third-party Liability and Tax Law, for a period of 5 years, the respective costs to be appropriated and specified, proportionately, in the budgets of Cemig, Cemig D and Cemig GT.
IV The following spoke on general matters and business of interest to the Company:
The Chairman: |
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Board members: |
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Evandro Veiga Negrão de Lima, André Araújo Filho, |
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Guy Maria Villela Paschoal, João Camilo Penna. |
Chief Officer and Board member: |
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Marco Antônio Rodrigues da Cunha. |
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Chief Officer: |
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Bernardo Afonso Salomão de Alvarenga. |
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Superintendent: |
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Ricardo Luiz Diniz Gomes. |
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The following were present:
Board members: |
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Djalma Bastos de Morais, Adriano Magalhães Chaves, André Araújo Filho, Antônio Adriano Silva, Arcângelo Eustáquio Torres Queiroz, Evandro Veiga Negrão de Lima, Francelino Pereira dos Santos, Guy Maria Villela Paschoal, |
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João Camilo Penna, Maria Estela Kubitschek Lopes, Paulo Sérgio Machado Ribeiro, Cezar Manoel de Medeiros, Fernando Henrique Schüffner Neto, Franklin Moreira Gonçalves, Lauro Sergio Vasconcelos David, Marco Antonio Rodrigues da Cunha. |
Chief Officer: |
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Bernardo Afonso Salomão de Alvarenga. |
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Superintendent: |
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Ricardo Luiz Diniz Gomes. |
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Secretary: |
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Anamaria Pugedo Frade Barros. |
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Anamaria Pugedo Frade Barros
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
12. Market Announcement, Information on CVM Official Letter CVM/SEP/GEA-1/Nº 166/2010, of April 22, 2010 Regarding Re-presentation of Convocation and Proposal, Companhia Energética de Minas Gerais CEMIG, April 23, 2010
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY
CNPJ 17.155.730/0001-64 NIRE 33300266003
MARKET ANNOUNCEMENT
Information on CVM Official Letter
CVM/SEP/GEA-1/Nº 166/2010, of April 22, 2010
Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with CVM Instruction 358 of January 3, 2002, as amended, hereby publicly informs the Brazilian Securities Commission (CVM), the São Paulo Stock, Commodities and Futures Exchange (BM&F Bovespa S.A.) and the market in general, that:
In compliance with CVM Official Letter CVM/SEP/GEA-1/Nº 166/2010 of April 22, 2010, it has re-presented the Proposal by the Board of Directors to the Ordinary and Extraordinary General Meetings of Stockholders to be held, concurrently, on April 29, 2010.
That Official Letter ordered re-presentation of the said proposal, with the following requirements:
Art. 9, Sub-item III of CVM Instruction 481/09
Comment by the Managers on the companys financial situation, in the terms of Item 10 of the Reference Form:
Item 10.6, sub-clause a The Company must complement the information with the Chief Officers comments on the efficiency of the internal controls, in view of the certification in 2009.
Art. 9º, § 1º, Sub-item II of CVM Instruction 481/09
Proposal for allocation of the net profit:
The Company must present the proposal for allocation of the net profit in the terms of Appendix 9-1-II of CVM Instruction 481/09.
Article 10 of CVM Instruction 481/09
Election of the members of the Board of Directors or of the Audit Board, Items 12.6 to 12.10 of the Reference Form:
Item 12.6, sub-clause h The Company must correct the period of office of the candidates for the Audit Board Mr. Arcângelo Queiroz and Mr. Djalma Bastos de Morais it should be until the next AGM, and not 3 years as indicated.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
Art. 11 of CVM Instruction 481/09
Changes to the Bylaws:
The Company must supply a copy of the Bylaws containing, highlighted, the proposed changes, as specified by Sub-item I of the Article above referred to.
Art. 12 of CVM Instruction 481/09
Remuneration of the managers, in accordance with Item 13 of the Reference Form:
1. Item 13.1, sub-clauses a to e the Company must give the required information
2. Item 13.2 The Company must correct (the PDF has amounts cut off at the edges) and complement the information provided, including identifying the business year of 2009 and the remuneration expected for the current business year. The Company must also specify what is included in the item others of the fixed annual remuneration.
3. Item 13.3 The Company must give the information that is requested with the relevant degree of detail.
4. The Company must give the information that is requested with the relevant degree of detail, and also make clear whether the plan includes contributions by the sponsor, and if so, state separately the amount for the managers in 13.2.
5. Item 13.11 The Company must revise the information and fill in the table on an annual basis for the last 3 business years.
6. Item 13.15 The Company should revise the table and give the information that is required.
Art. 14 of CVM Instruction 481/09
Decision on increase of capital:
The Company must present the proposal for increase in capital in the terms of Appendix 14 of CVM Instruction 481/09.
In relation to the Proposal for authorization to the companys representative, in the AGM of Cemig Distribuição S.A. and the AGM of Cemig Geração e Transmissão, to vote in favor of approval of the accounts, allocation of profit, decision on the form and date of payment of Interest on Equity and election of the members of the Audit Board and Board of Directors of those subsidiaries, the Proposals by the Managements of the said Companies should similarly obey the provisions of Article 6 of CVM Instruction 481/09, in particular, those of Sub-item II, making available the documents related to the matters to be decided in the AGMs.
The Proposal by Management with the changes requested is available on the Investor Relations site of Cemig at the address http://ri.cemig.com.br.
Belo Horizonte, April 23, 2010.
Luiz Fernando Rolla
Chief Officer for Finance, Investor Relations and Control of Holdings
13. Replaced Convocation and Proposal by the Board of Directors to The Ordinary and Extraordinary General Meeting of Stockholders to be held on April 29, 2010, Companhia Energética de Minas Gerais CEMIG, April 23, 2010
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 an Ordinary and an Extraordinary General Meeting of Stockholders, to be held concurrently, on April 29, 2010 at 11 a.m. at the companys head office, Av. Barbacena 1200, 18th floor, in the city of Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:
1 Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2009, and the respective complementary documents.
2 Allocation of the net profit for the year 2009, in the amount of R$ 1,861,403,000, 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$ 930,702,000.
4 Authorization, verification and approval of the increase in the Registered Capital from R$ 3,101,884,460.00 to R$ 3,412,072,910.00 with issuance of 62,037,690 new shares, upon capitalization of R$ 310,188,450.00, of which R$ 294,940,290.26 shall come from part of the Retained Earnings Reserve and R$ 15,248,159.74 from incorporation of portions paid as principal, updated until December 1995, under the Contract for Assignment of the Outstanding Balance on the Results Compensation (CRC) Account, a stock dividend being distributed, consequently, to stockholders, of 10.000000128%, in new shares, of the same type as those held and each with nominal value of R$ 5.00.
5 Authorization for the Executive Board:
· to take measures in relation to the stock dividend of 10.000000128 per cent, in new shares, of the same type as those held, each with nominal value of R$ 5.00, receivable by holders of the shares in the Registered Capital of R$ 3,101,884,460.00 whose names are in the companys Nominal Share Registry on the date on which this General Meeting of Stockholders is held;
· to sell sale on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;
· to establish that all the shares resulting from the said bonus shall have the same rights as those shares from which they originate; and
· to pay to the stockholders, proportionately, the result of the sum of the fractions remaining jointly with the first installment of the dividends for the year 2009.
6 Consequent redrafting of the Head paragraph of Article 4º of the Bylaws, as a result of the above-mentioned increase in the Registered Capital.
Av. Barbacena 1200 Santo Agostinho 30190-131 Belo Horizonte, MG Brazil Tel.: +55 31 3506-5024 Fax +55 31 3506-5025
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
7 Alteration of Clause 1 of the Companys Bylaws, and also of its first Paragraph, as a consequence of Law 18695, of January 5, 2010, which includes development and commercial operation of telecommunications and information systems within the scope of the companys activities.
8 Change in the composition of the Board of Directors, as a result of resignation.
9 Election of the sitting and substitute members of the Audit Board and setting of their remuneration.
10 Setting of the remuneration of the Companys Managers.
11 Authorization for the representative of the Company in the Ordinary General Meeting of stockholders of Cemig Distribuição S.A., also to be held on April 29, 2010, to vote in favor of the following matters:
a) Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2009, and the respective complementary documents.
b) Allocation of the net profit for the year 2009, in the amount of R$ 338,226,000, 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 the complementary dividends, in the amount of R$ 169,113,000.
d) Election of the members of the Audit Board and the Board of Directors, due to the ending of their period of office.
12 Authorization for the representative of the Company in the Ordinary General Meeting of stockholders of Cemig Geração e Transmissão S.A., also to be held on April 29, 2010, to vote in favor of the following matters:
a) Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2009, and the respective complementary documents.
b) Allocation of the net profit for the year 2009, in the amount of R$ 1,309,466,000, 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 interim and complementary dividends, in the amount of R$ 1,227,708,000.
d) Election of the members of the Audit Board and the Board of Directors, due to the ending of their period of office.
Under Article 3 of CVM Instruction 165 of December 11, 1991, adoption of the multiple voting system for election of members of the companys 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 the said General Meetings of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and of the sole paragraph of Clause 9 of the Companys Bylaws, depositing, preferably by April 27, 2010, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with special powers, at Cemigs Corporate Executive Secretariat Office at Av. Barbacena, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, or showing them at the time of the meeting.
Belo Horizonte, March 23, 2010.
Sérgio Alair Barroso
Chairman of the Board of Directors
PROPOSAL
BY THE BOARD OF DIRECTORS
TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
OF STOCKHOLDERS
TO BE HELD, CONCURRENTLY, ON
APRIL 29, 2010
Dear Stockholders:
The Board of Directors of Companhia Energética de Minas Gerais Cemig,
whereas:
a) the financial statements for 2009 report net profit of R$ 1,861,403,000, and Article 192 of Law 6404, of December 15, 1976 as amended, and Clauses 27 to 31 of the Bylaws make provisions for this Board to present a proposal for allocation of that profit;
b) Article 199 of that Law requires that the balance of Profit Reserves may not exceed the Registered Capital and that when it does reach that limit, a General Meeting of Stockholders shall decide on the application of the excess as an increase in capital or in distribution of dividends;
c) on December 31, 2009, the amount of Cemigs Profit Reserves totaled R$ 3,177,248,000, after deduction of the amounts allocated to pay the obligatory dividends and extraordinary dividends for 2009, resulting in an excess balance of R$ 75,364,000 in relation to the Registered Capital of R$ 3,101,884,000;
d) to comply with the said Law, the Company should increase its Registered Capital using the balance on the Profit Reserve account;
e) Clause 5 Incorporation to the Registered Capital of the Contract for Assignment of the Remaining Balance Receivable on the Results Compensation (CRC) Account, signed on May 31, 1995, between the State of Minas Gerais and Companhia Energética de Minas Gerais Cemig, determines that the amounts in fact paid by the State of Minas Gerais as principal shall be incorporated into the Companys Registered Capital under Donations and Subventions for Investments;
f) the payments made in 2009 by the State of Minas Gerais in relation to installments numbers 9 and 10 of amortization of the Principal, adjusted in accordance with the Fifth Amendment to the Contract for Assignment of the Remaining Balance Receivable on the Results Compensation (CRC) Account, total R$ 15,248,159.74 (fifteen million two hundred and forty eight thousand one hundred and fifty nine Reais and seventy four centavos);
g) Law 18695, of January 5, 2010, gave new drafting to Sub-item II of Paragraph 2 of Law 8655 of September 18, 1984, which governs the change in the name of Centrais Elétricas de Minas Gerais S.A.-Cemig to Companhia Energética de Minas Gerais Cemig and expanded in its corporate objects, among other matters;
h) Law 18695/2010 includes development and commercial operation of telecommunications and information systems within the Companys corporate objects;
I) Cemig Geração e Transmissão S.A. (Cemig GT) and Cemig Distribuição S.A. (Cemig D) are wholly-owned subsidiaries of Companhia Energética de Minas Gerais (Cemig) and will hold their Annual General Meetings by April 30, 2010;
j) Clause 21, §4, sub-clause g of Cemigs Bylaws states as follows:
Clause 21
§4 The following decisions shall require a vote by the Executive Board: ...
g) approval, upon a proposal by the CEO, jointly with the Chief Officer for Finance, Investor Relations and Control of Holdings, of declarations of vote in General Meetings of Stockholders of the wholly-owned subsidiaries, jointly-controlled companies, affiliated companies and consortia in which the Company has holdings or participation, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the competency to decide on these matters is that of General Meeting of Stockholders, and the decisions should obey these Bylaws, the decisions of the Board of Directors, the Long-term Strategic Plan and the Multi-year Strategic Implementation Plan;
now proposes to you the following:
I) Allocation of the net profit for 2009, in the amount indicated above, as follows:
1) R$ 93,070,000, being 5% of the net profit, to be allocated to the Legal Reserve, in accordance with sub-clause a of the Sole sub-paragraph of Clause 28 of the Bylaws;
2) R$ 818,797,000 should be allocated to the Profit Retention Reserves account, for use in investments specified in the Cash Budget for 2010, approved by the meeting of the Board of Directors held on December 23, 2009, in CRCA 077/2009;
3) R$ 6,825,000 should be allocated to the Profit Retention Reserves Account, corresponding to US$3,920,000 on December 31, 2009, for injection of capital into Transchile Charrúa Transmisión S.A., as per CRCA-047/2009, of August 14, 2009, and CRCA-075/2009, of February17, 2009;
3) R$ 5,090,000 should be allocated to the Profit Retention Reserves Account for injection of capital into Cemig Serviços S.A., as per CRCA-050/2009, of August 28, 2009, and CRCA-074/2009, of December 17, 2009;
5) R$ 930,702,000 to be allocated as obligatory dividends to the Companys stockholders, in accordance with sub-clause b of the Sole sub-paragraph of Clause 28 of the Bylaws and the applicable legislation;
6) R$ 6,919,000 should be allocated for offsetting of a prior year adjustment in a subsidiary.
the payments of dividends to be made in two equal installments, by June 30 and December 30, 2010, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.
Appendix 1 gives a summary of Cemigs Cash Budget for 2010, approved by the Board of Directors, characterizing the 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 the Management, in accordance with the Bylaws.
II) Authorization, verification and approval of the increase in the Registered Capital:
from: R$ 3,101,884,460.00 (three billion one hundred and one million eight hundred and eighty-four thousand four hundred and sixty Reais)
to: R$ 3,412,072,910.00 (three billion four hundred and twelve million seventy-two thousand nine hundred and ten Reais)
with issuance of: 62,037,690 (sixty-two million thirty-seven thousand six hundred and ninety) new shares,
of which 27,115,425 (twenty-seven million one hundred and fifteen thousand four hundred and twenty-five) will be nominal shares each with par value of R$ 5.00 (five Reais)
and 34,922,265 (thirty-four million nine hundred and twenty-two thousand two hundred and sixty-five) will be nominal preferred shares each with par value of R$ 5.00 (five Reais),
upon capitalization of
R$ 310,188,450.00 (three hundred and ten million one hundred and eighty-eight thousand four hundred fifty Reais),
of which R$ 294,940,290.26 (two hundred and ninety-four million nine hundred and forty thousand two hundred and ninety Reais and twenty-six centavos) shall come from part of the Retained Profits Reserve
and R$ 15,248,159.74 (fifteen million two hundred forty-eight thousand one hundred and fifty-nine Reais and seventy-four centavos) from incorporation of portions paid in 2009 as principal updated until December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Results Compensation (CRC) Account;
a stock dividend being distributed, consequently, to stockholders, of 10.000000128%, in new shares, of the same type as those held and each with nominal value of R$ 5.00.
III) Consequent redrafting of the Head paragraph of Clause 4 of the Bylaws, to the following:
Clause 4 The companys registered capital is R$ 3,412,072,910.00 (three billion, four hundred and twelve million, seventy two thousand, nine hundred and ten Reais), represented by:
a) 298,269,668 (two hundred and ninety eight million two hundred and sixty nine thousand six hundred and sixty eight) nominal common shares each with par value of R$ 5.00 (five Reais);
b) 384,144,914 (three hundred and eighty four million one hundred and forty four thousand nine hundred and fourteen) nominal preferred shares each with par value of R$ 5.00..
IV) Authorization for the Executive Board to take the following measures in relation to the stock dividend:
1) to attribute a stock dividend of 10.000000128 per cent, in new shares, of the same type as those held, each with par value of R$ 5.00, to holders of the shares in the Registered Capital of R$ 3,101,884,460.00 (three billion one hundred one million eight hundred and eighty-four thousand four hundred and sixty Reais) whose names are in the companys Nominal Share Registry on the date on which this General Meeting of Stockholders which decided on this proposal is held;
2) to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;
3) to establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and
4) to pay to the stockholders, proportionately, the result of the sum of the remaining fractions together with the first installment of the dividends for the year 2009.
V) Alteration of the drafting of Article 1, and its Paragraph One, of the Companys bylaws, to the following:
Clause 1: Companhia Energética de Minas Gerais Cemig, constituted on May 22, 1952 as a corporation with mixed private and public sector stockholdings, is governed by these Bylaws and by the applicable legislation, and its objects are: to build, operate