Table of Contents

 

 

 

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 Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

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

 

Form 20-F x Form 40-F o

 

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

 

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

 

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

 

Yes o No x

 

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

 

 

 



Table of Contents

 

Index

 

Item

 

Description of Item

 

 

 

1.

 

First Quarter 2010 Earnings Release, Companhia Energética de Minas Gerais – CEMIG

 

 

 

2.

 

Summary of Principal Decisions of the 482nd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, April 6, 2010

 

 

 

3.

 

Summary of Principal Decisions of the 110th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 6, 2010

 

 

 

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

 

 

 

5.

 

Summary of Principal Decisions of the 483rd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, April 15, 2010

 

 

 

6.

 

Summary of Principal Decisions of the 111th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 15, 2010

 

 

 

7.

 

Summary of Principal Decisions of the 104th Meeting of the Board of Directors, Cemig Distribuição S.A., April 15, 2010

 

 

 

8.

 

Market Announcement, Notice of Significant Stockholding in CEMIG Shares by Lazard Asset Management LLC, Companhia Energética de Minas Gerais – CEMIG, April 15, 2010

 

 

 

9.

 

Summary of Minutes of the 475th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, January 28, 2010

 

 

 

10.

 

Summary of Minutes of the 105th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., January 28, 2010

 

 

 

11.

 

Summary of Minutes of the 99th Meeting of the Board of Directors, Cemig Distribuição S.A., January 28, 2010

 

 

 

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

 

 

 

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

 

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14.

 

Summary of Minutes of the 476th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, February 23, 2010

 

 

 

15.

 

Summary of Minutes of the 106th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., February 23, 2010

 

 

 

16.

 

Summary of Minutes of the 100th Meeting of the Board of Directors, Cemig Distribuição S.A., February 23, 2010

 

 

 

17.

 

Summary of Minutes of the 477th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, February 25, 2010

 

 

 

18.

 

Summary of Minutes of the 101st Meeting of the Board of Directors, Cemig Distribuição S.A., March 3, 2010

 

 

 

19.

 

Summary of Minutes of the 107th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., March 3, 2010

 

 

 

20.

 

Minutes of the Ordinary General Meeting of Stockholders, Companhia Energética de Minas Gerais – CEMIG, April 29, 2010

 

 

 

21.

 

Minutes of the Ordinary General Meeting of Stockholders, Cemig Geração e Transmissão S.A., April 29, 2010

 

 

 

22.

 

Minutes of the Ordinary General Meeting of Stockholders, Cemig Distribuição S.A., April 29, 2010

 

 

 

23.

 

Summary of Minutes of the 480th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, March 19, 2010

 

 

 

24.

 

Summary of Minutes of the 481st Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, March 23, 2010

 

 

 

25.

 

Summary of Minutes of the 109th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., March 23, 2010

 

 

 

26.

 

Summary of Minutes of the 103rd Meeting of the Board of Directors, Cemig Distribuição S.A., March 23, 2010

 

 

 

27.

 

Summary of Minutes of the 482nd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, April 6, 2010

 

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28.

 

Summary of Minutes of the 110th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 6, 2010

 

 

 

29.

 

Summary of Principal Decisions of the 484th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, May 5, 2010

 

 

 

30.

 

Summary of Principal Decisions of the 105th Meeting of the Board of Directors, Cemig Distribuição S.A., May 5, 2010

 

 

 

31.

 

Summary of Principal Decisions of the 112th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., May 5, 2010

 

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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.

 

 

 

COMPANHIA ENERGETICA DE MINAS GERAIS – CEMIG

 

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

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

 

 

 

 

Date: May 11, 2010

 

 

 

 

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1.   First Quarter 2010 Earnings Release, Companhia Energética de Minas Gerais – CEMIG

 



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Brazil’s Best Electricity

 

 

 

Cemig H

 

1Q 2010

 

EARNINGS RELEASE

 



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Cemig’s CEO, Mr. Djalma Bastos de Morais, makes these comments on Cemig’s 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”.

 

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Cemig’s 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.”

 

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(Figures are in R$ ‘000, except where otherwise stated)

 

1Q10 headlines

 

 

·

EBITDA:

R$ 950 million

 

 

 

 

 

·

Net income:

R$ 419 million

 

 

 

 

 

·

Net revenue:

R$ 3 billion

 

 

 

 

 

·

Cash position:

R$ 4.5 billion

 

 

 

 

 

·

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%

 

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·                  Cemig’s shares and ADRs — appreciation in the 3 months to March 31:

 

 

 

Close of
1Q10

 

Close of
1Q09

 

Appreciation
%

 

CMIG4

 

 

R$29.52

 

 

R$26.10

 

13.10

 

CMIG3

 

 

R$22.70

 

 

R$19.36

 

17.25

 

CIG

 

 

US$16.64

 

 

US$14.17

 

17.43

 

CIG.C

 

 

US$13.21

 

 

US$11.00

 

20.09

 

XCMIG

 

 

€12.39

 

 

€11.15

 

11.12

 

 

— Economic summary

 

R$ million

 

 

 

1Q10

 

1Q09

 

Change
(%)

 

Electricity sold, MWh

 

10,740

 

10,958

 

(2.00

)

Gross revenue

 

4,383,844

 

3,726,863

 

17.63

 

Net revenue

 

2,910,447

 

2,361,534

 

23.24

 

EBITDA

 

949,528

 

780,684

 

21.63

 

Net income

 

419,223

 

336,242

 

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

 

31/03/2010

 

31/03/2009

 

Var %

 

31/03/2009
Adjusted (*)

 

Var %

 

Residential

 

2,350,021

 

2,446,236

 

(3.93

)

2,219,666

 

5.87

 

Industrial

 

5,587,941

 

5,593,627

 

(0.10

)

5,549,219

 

0.70

 

Commercial, services and others

 

1,472,502

 

1,566,568

 

(6.00

)

1,383,432

 

6.44

 

Rural

 

503,200

 

455,518

 

10.47

 

455,126

 

10.56

 

Other

 

826,345

 

896,981

 

(7.87

)

801,915

 

3.05

 

Total

 

10,740,009

 

10,958,930

 

(2.00

)

10,409,358

 

3.18

 

 


(*)Values in MWh considering the interest of 13.03% held by Cemig of Light.

 

This chart shows electricity sales by consumer category:

 

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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 Cemig’s 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 Light’s sales.

 

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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 group’s 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

 

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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 Cemig’s 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%.

 

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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.

 

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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

 

Cemig’s 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%.

 

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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.

 

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This table shows these non-recurring adjustments:

 

EBITDA — R$ ’000

 

31/3/2010

 

31/3/2009

 

Change, %

 

 

 

 

 

 

 

 

 

Net income

 

419,223

 

336,242

 

24.68

 

+ Provision for income tax and Social Contribution tax

 

213,370

 

187.999

 

13.5

 

+ - Financial revenues (expenses)

 

90,642

 

37,757

 

140.07

 

+ Depreciation and amortization

 

190,227

 

171,042

 

11.22

 

+ Profit shares

 

36,066

 

27,424

 

31.51

 

+ Minority interests

 

 

20,220

 

 

= EBITDA

 

949,528

 

780,684

 

21.63

 

Non-recurring items:

 

 

 

 

 

 

 

Write-off of CVA(*) of prior years

 

70,889

 

 

 

Low Income Consumer Subsidy — 2008 and 2009

 

(93,089

)

 

 

Write-off of regulatory assets — Pasep and Cofins taxes

 

46,240

 

 

 

Prior year financial balances to be offset

 

30,573

 

 

 

- Review of Transmission Revenue — Technical Note 214/2009

 

 

 

 

 

 

+ – Tariff review — Net revenue

 

 

213,803

 

 

- + Tariff review — Operational expense

 

 

(20,987

)

 

- + PPD and PDV Voluntary Retirement Programs

 

11,133

 

 

 

= ADJUSTED EBITDA

 

1,015,274

 

973,500

 

4.29

 

 

(Method of calculation not reviewed by our external auditors.)

 


(*) Differences between the sums of non-controllable costs

 

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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 Company’s Tariff Review, which had a negative impact of R$ 127,000 on the 1Q09 result.

 

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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.

 

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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

 

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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.

 

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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

 

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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

 

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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 Company’s 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.

 

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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 Gasmig’s 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.

 

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·                  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 Company’s higher volume of activity regarding the Company’s 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.

 

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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.

 

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·                  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.

 

24



Table of Contents

 

Income tax and Social Contribution

 

Cemig’s 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%. Cemig’s 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.

 

25



Table of Contents

 

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

 

 

         ri@cemig.com.br

 

 

Tel. +55-31-3506-5024

 

 

Fax +55-31-3506-5025

 

 

26



Table of Contents

 

CEMIG GT — I to III

 

Chart I

 

Operating Revenues (consolidated) - CEMIG GT

Values in million of Reais

 

 

 

1st Q. 2010

 

1st Q. 2009

 

chge%

 

Sales to end consumers

 

470

 

412

 

14

%

Supply

 

364

 

357

 

2

%

CCEE

 

232

 

151

 

54

%

Others

 

10

 

5

 

100

%

Subtotal

 

1.076

 

925

 

16

%

Deductions

 

(226

)

(198

)

14

%

Net Revenues

 

850

 

727

 

17

%

 

Chart II

 

Operating Expenses (consolidated) - CEMIG GT

Values in millions of reais

 

 

 

1st Q. 2010

 

 1st Q. 2009

 

chge%

 

Personnel

 

72

 

69

 

4

%

Depreciation and Amortization

 

69

 

56

 

23

%

Charges for Use of Basic Transmission Network

 

64

 

72

 

-11

%

Contracted Services

 

35

 

24

 

46

%

Forluz – Post-Retirement Employee Benefits

 

8

 

7

 

14

%

Materials

 

4

 

3

 

33

%

Royalties

 

35

 

35

 

0

%

Operating Provisions

 

 

 

0

%

Other Expenses

 

 

9

 

0

%

Purchased Energy

 

74

 

27

 

174

%

Raw material for production

 

15

 

 

0

%

Total

 

376

 

302

 

25

%

 

Chart III

 

Statement of Results (Consolidated) - CEMIG GT

Values in millions of reais

 

 

 

1st Q. 2010

 

1st Q. 2009

 

chge%

 

Net Revenue

 

850

 

727

 

17

%

Operating Expenses

 

(376

)

(302

)

25

%

EBIT

 

474

 

425

 

12

%

EBITDA

 

543

 

481

 

13

%

Financial Result

 

(78

)

(50

)

56

%

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(133

)

(137

)

-3

%

Employee Participation

 

(7

)

(6

)

17

%

Net Income

 

256

 

232

 

10

%

 

27



Table of Contents

 

CEMIG D – I to IV

 

Chart I

 

CEMIG D Market

 

 

 

(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD ENERGY(1)

 

T.E.D(2)

 

TUSD PICK(3)

 

1Q08

 

5.179

 

4.082

 

9.261

 

20,5

 

2Q08

 

5.525

 

4.364

 

9.889

 

20,5

 

3Q08

 

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

%

 

28


 


Table of Contents

 

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

%

 

29



Table of Contents

 

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

%

 

30



Table of Contents

 

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

%

 

31



Table of Contents

 

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

 

 

32



Table of Contents

 

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

 

33



Table of Contents

 

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

 

 

34



Table of Contents

 

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

 

 

35



Table of Contents

 

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

 

 

36



Table of Contents

 

2.                                                                                       Summary of Principal Decisions of the 482nd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, April 6, 2010

 


 


Table of Contents

 

 

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.

 

1



Table of Contents

 

3.                                                                                       Summary of Principal Decisions of the 110th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 6, 2010

 


 


Table of Contents

 

GRAPHIC

 

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.

 

1


 


Table of Contents

 

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

 



Table of Contents

 

 

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

 

Question by BM&FBovespa

 

BM&FBovespa requests us to inform whether the inclusion in Cemig’s 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.

 

Reply by CEMIG

 

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 company’s 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.

 

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1 —                         The purpose of inclusion in the scope of the company’s objects of the activities mentioned in State Law 18695/2010 is only to make explicit activities that are indirectly related to the Company’s 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 Cemig’s 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

 

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5.                                                                                      Summary of Principal Decisions of the 483rd Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, April 15, 2010

 


 


Table of Contents

 

 

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.

 

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6.                                                                                      Summary of Principal Decisions of the 111th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., April 15, 2010

 



Table of Contents

 

GRAPHIC

 

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.

 

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7.                                                                                      Summary of Principal Decisions of the 104th Meeting of the Board of Directors, Cemig Distribuição S.A., April 15, 2010

 


 


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GRAPHIC

 

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.

 

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8.                                                                                       Market Announcement, Notice of Significant Stockholding in CEMIG Shares by Lazard Asset Management LLC, Companhia Energética de Minas Gerais – CEMIG, April 15, 2010

 


 


Table of Contents

 

 

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 Company’s 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.

 

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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

 

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9.                                                                                      Summary of Minutes of the 475th Meeting of the Board of Directors, Companhia Energética de Minas Gerais – CEMIG, January 28, 2010

 



Table of Contents

 

 

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 company’s 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.

 

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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:

 

 

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

 

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10.                                                                                Summary of Minutes of the 105th Meeting of the Board of Directors, Cemig Geração e Transmissão S.A., January 28, 2010

 


 


Table of Contents

 

GRAPHIC

 

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 company’s head office,

 

Av. Barbacena 1200, 12th Floor, B1 Wing, 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:

 

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.

 

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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 Brasnorte’s 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:

 

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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:

 

 

 

 

Board members:

 

Evandro Veiga Negrão de Lima,

André Araújo Filho,

 

Guy Maria Villela Paschoal,

João Camilo Penna.

Chief Officer and Board member:

 

Marco Antônio Rodrigues da Cunha.

 

 

Chief Officers:

 

Bernardo Afonso Salomão de Alvarenga,

 

Luiz Fernando Rolla.

 

 

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

 

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11.                                                                                 Summary of Minutes of the 99th Meeting of the Board of Directors, Cemig Distribuição S.A., January 28, 2010

 



Table of Contents

 

GRAPHIC

 

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 company’s head office,

 

Av. Barbacena 1200, 17th Floor, A1 Wing, 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:

 

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:

 

 

 

 

Board members:

 

Evandro Veiga Negrão de Lima,

André Araújo Filho,

 

Guy Maria Villela Paschoal,

João Camilo Penna.

Chief Officer and Board member:

 

Marco Antônio Rodrigues da Cunha.

 

 

Chief Officer:

 

Bernardo Afonso Salomão de Alvarenga.

 

 

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.

Chief Officer:

 

Bernardo Afonso Salomão de Alvarenga.

 

 

Superintendent:

 

Ricardo Luiz Diniz Gomes.

 

 

Secretary:

 

Anamaria Pugedo Frade Barros.

 

 

 

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.

 

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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

 



Table of Contents

 

 

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 company’s 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.

 

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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 company’s 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

 

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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

 



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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 company’s 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 company’s 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.

 

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7                              Alteration of Clause 1 of the Company’s 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 company’s 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 Company’s 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 company’s Board requires the vote of stockholders representing a minimum percentage of 5% (five per cent) of the voting stock.

 

Any stockholder who wishes to be represented by proxy in 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 Company’s 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 Cemig’s 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

 

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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 Cemig’s 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 Company’s 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 Company’s 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;

 

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j)                 Clause 21, §4, sub-clause “g” of Cemig’s 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 Company’s 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 Cemig’s 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,

 

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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 company’s 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 company’s 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 Company’s 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

 

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