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 April 2011

 

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.

 

Market Announcement — Cemig takes part in studies for gas pipeline, Companhia Energética de Minas Gerais — CEMIG, March 17, 2011

 

 

 

2.

 

Presentation — “Cemig’s 2010 Results”, Companhia Energética de Minas Gerais — CEMIG, March 29, 2011

 

 

 

3.

 

Notice to Shareholders, Companhia Energética de Minas Gerais — CEMIG, March 29, 2011

 

 

 

4.

 

Extraordinary General Meeting of Stockholders — CEMIG, March 24, 2011

 

 

 

5.

 

Summary of decisions of the 507th Meeting of the Board of Directors — CEMIG, March 30, 2011

 

 

 

6.

 

Market Announcement — Uberaba Gas Pipeline: Media Release, CEMIG, March 31, 2011

 

 

 

7.

 

Presentation - Earnings Release: CEMIG’s 2010 Results — CEMIG, March 31, 2011

 

 

 

8.

 

Ordinary and Extraordinary General Meeting: Convocation and Proposal — with Appendix — CEMIG, April 29, 2011

 

 

 

9.

 

Summary of decisions of the 506th Meeting of the Board of Directors — CEMIG, March 28, 2011

 

2



Table of Contents

 

SIGNATURES

 

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

 

 

COMPANHIA 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: April 7, 2011

 

 

3



Table of Contents

 

1.               Market Announcement –– Cemig takes part in studies for gas pipeline, Companhia Energética de Minas Gerais –– CEMIG, March 17, 2011

 

4



Table of Contents

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

 

CNPJ 17.155.730/0001-64

 

NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

Feasibility study for São Paulo-Uberaba gas pipeline

 

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, as part of its commitment to best corporate governance practices, and in relation to recent reports in the media, hereby informs the public as follows:

 

·                  Today Cemig, Petrobras and the government of the State of Minas Gerais signed a Letter of Intent to study the construction of a gas pipeline linking São Paulo to Uberaba, with a view, initially, to supplying the Nitrogenated Fertilizer Plant (UFN V) to be built by Petrobras.

 

·                  This letter of intent, which has a period of two years, does not include participation by the company in construction of the fertilizer plant, but only the carrying out of technical and feasibility studies for taking part in the construction of the gas pipeline.

 

Cemig will keep its stockholders and the market opportunely and properly informed on the progress of this project.

 

Belo Horizonte, March 17, 2011

 

Luiz Fernando Rolla

 

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

 

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

 

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

 

5



Table of Contents

 

2.               Presentation –– “Cemig’s 2010 Results,” Companhia Energética de Minas Gerais – CEMIG, March 29, 2011

 

6



 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


 

 


Table of Contents

 

APPENDIX

 

39



Table of Contents

 

Cemig Consolidated charts from I to IX (Values in million of Reais)

 

Charts I

 

Energy Sales (Consolidated)

 

2010

 

2009

 

Change%

 

Residential

 

9.944

 

9.744

 

2

 

Industrial

 

24.826

 

22.638

 

10

 

Commercial

 

6.227

 

6.198

 

0

 

Rural

 

2.466

 

2.220

 

11

 

Others

 

3.663

 

3.635

 

1

 

Subtotal

 

47.127

 

44.435

 

6

 

Own Consumption

 

53

 

52

 

3

 

Supply

 

14.204

 

13.860

 

2

 

Transactions on the CCEE

 

4.785

 

2.542

 

88

 

Sales under the Proinfa program

 

85

 

20

 

 

TOTAL

 

66.255,00

 

60.909

 

9

 

 

Charts II

 

Energy Sales

 

2010

 

2009

 

Change%

 

Residential

 

4.833

 

4.625

 

4

 

Industrial

 

3.936

 

3.856

 

2

 

Commercial

 

2.718

 

2.740

 

(1

)

Rural

 

632

 

572

 

10

 

Others

 

1.171

 

1.173

 

(0

)

Electricity sold to final consumers

 

13.290

 

12.966

 

2

 

Low-Income Consumers Subsidy

 

133

 

265

 

(50

)

Unbilled Supply, Net

 

(71

)

2

 

(3.650

)

Supply

 

1.445

 

1.634

 

(12

)

Transactions on the CCEE

 

133

 

137

 

(3

)

Sales under the Proinfa program

 

24

 

4

 

 

TOTAL

 

14.954

 

15.008

 

(0,4

)

 

40



Table of Contents

 

Charts III

 

Sales per Company

 

Cemig Distribution

 

2010 Sales

 

GWh

 

Industrial

 

4.757

 

Residencial

 

8.134

 

Rural

 

2.455

 

Commercial

 

4.776

 

Others

 

2.979

 

Sub total

 

23.101

 

Wholesale supply

 

1.936

 

Total

 

25.037

 

 

Cemig GT

 

2010 Sales

 

GWh

 

Free Consumers

 

18.700

 

Wholesale supply

 

15.339

 

Wholesale supply others

 

10.144

 

Wholesale supply Cemig Group

 

1.356

 

Wholesale supply bilateral contracts

 

3.839

 

Transactions in the CCEE (PLD)

 

2.401

 

Total

 

36.440

 

 

Independent Generation

 

2010 Sales

 

GWh

 

Horizontes

 

83

 

Ipatinga

 

300

 

Sá Carvalho

 

490

 

Barreiro

 

98

 

CEMIG PCH S.A

 

120

 

Rosal

 

265

 

Capim Branco

 

522

 

Cachoeirão

 

75

 

Vendas CCEE (PLD)

 

103

 

TOTAL

 

2153

 

 

RME (25%)

 

2010 Sales

 

GWh

 

Industrial

 

384

 

Residencial

 

1.810

 

Commercial

 

1.365

 

Rural

 

11

 

Others

 

737

 

Wholesale supply

 

1.068

 

Transactions in the CCEE (PLD)

 

345

 

Total

 

5.720

 

 

Cemig Consolidated by Company

 

2010 Sales 

 

GWh

 

Participação

 

Cemig Distribution

 

25.037

 

38

%

Cemig GT

 

36.440

 

55

%

Wholesale Cemig Group

 

5.720

 

9

%

Wholesale Light Group

 

2.153

 

3

%

Independent Generation

 

(2.784

)

 

RME

 

(311

)

 

Total

 

66.255

 

100

%

 

41



Table of Contents

 

Charts IV

 

Operating Revenues

 

2010

 

2009

 

Change%

 

Sales to end consumers

 

13.351

 

13.233

 

1

 

TUSD

 

1.658

 

1.332

 

24

 

Supply + Transactions in the CCEE

 

1.578

 

1.771

 

(11

)

Revenues from Trans. Network

 

1.555

 

903

 

72

 

Gas Supply

 

398

 

307

 

30

 

Others

 

418

 

349

 

20

 

Subtotal

 

18.958

 

17.895

 

6

 

Deductions

 

(6.095

)

(5.737

)

6

 

Net Revenues

 

12.863

 

12.158

 

6

 

 

Charts V

 

Operating Expenses

 

2010

 

2009

 

Change%

 

Personnel/Administrators/Councillors

 

1.211

 

1.318

 

(8

)

Forluz — Post-Retirement Employee Benefits

 

107

 

150

 

(29

)

Materials

 

134

 

114

 

18

 

Raw material for production

 

 

4

 

(100

)

Contracted Services

 

923

 

819

 

13

 

Purchased Energy

 

3.722

 

3.199

 

16

 

Royalties

 

140

 

154

 

(9

)

Depreciation and Amortization

 

896

 

895

 

0

 

Operating Provisions

 

138

 

124

 

11

 

Charges for Use of Basic Transmission Network

 

728

 

853

 

(15

)

Gas Purchased for Resale

 

225

 

166

 

36

 

Other Expenses

 

466

 

312

 

49

 

Employee Participation

 

325

 

238

 

37

 

Cost from Operation

 

201

 

120

 

68

 

TOTAL

 

9.216

 

8.466

 

9

 

 

42



Table of Contents

 

Charts VI

 

Financial Result Breakdown

 

2010

 

2009

 

Change%

 

Financial revenues

 

849

 

833

 

2

 

Revenue from cash investments

 

392

 

272

 

44

 

Arrears penalty payments on electricity bills

 

137

 

170

 

(19

)

Minas Gerais state government

 

129

 

149

 

(13

)

FX variations

 

51

 

116

 

(56

)

Pasep and Cofins taxes on financial revenues

 

(39

)

(40

)

(1

)

Gains on financial instruments

 

8

 

1

 

530

 

Adjustment to present value

 

17

 

2

 

708

 

Other

 

154

 

163

 

(5

)

Financial expenses

 

(1.674

)

(1.188

)

41

 

Costs of loans and financings

 

(1.075

)

(799

)

35

 

FX variations

 

(37

)

(18

)

107

 

Monetary updating — loans and financings

 

(144

)

(9

)

1.443

 

Monetary updating — paid concessions

 

(42

)

 

 

Losses on financial instruments

 

(14

)

(91

)

(85

)

Charges and monetary updating on Post-employment obligations

 

(142

)

(93

)

53

 

Amortization of goodwill premium /discount on investments

 

(72

)

(34

)

111

 

Other

 

(147

)

(144

)

2

 

Financial revenue (expenses)

 

(825

)

(354

)

133

 

 

Charts VI

 

Statement of Results

 

2010

 

2009

 

Change%

 

Net Revenue

 

12.863

 

12.158

 

6

 

Operating Expenses

 

9.216

 

8.466

 

9

 

EBIT

 

3.647

 

3.692

 

(1

)

EBITDA

 

4.543

 

4.588

 

(1

)

Financial Result

 

(825

)

(354

)

133

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(564

)

(1.131

)

(50

)

Minority Shareholders

 

 

(73

)

(100

)

Net Income

 

2.258

 

2.134

 

6

 

 

43



Table of Contents

 

Charts VII

 

BALANCE SHEETS (CONSOLIDATED) - ASSETS

 

2010

 

2009

 

CURRENT

 

8.086

 

8.617

 

Cash and cash equivalents

 

2.980

 

4.425

 

Securities — cash investments

 

322

 

 

Consumers and Traders

 

2.263

 

2.278

 

Concession holders — transport of energy

 

401

 

367

 

Financial assets of the concession

 

625

 

222

 

Taxes offsetable

 

374

 

357

 

Income tax and Social Contribution recoverable

 

490

 

530

 

Inventories

 

41

 

35

 

Other credits

 

590

 

403

 

NON-CURRENT

 

25.470

 

21.677

 

Accounts receivable from Minas Gerais state government

 

1.837

 

1.824

 

Credit Receivables Investment Fund

 

 

 

Deferred income tax and Social Contribution tax

 

1.801

 

1.108

 

Taxes offsetable

 

140

 

115

 

Income tax and Social Contribution recoverable

 

83

 

118

 

Deposits linked to legal actions

 

1.027

 

693

 

Consumers and Traders

 

96

 

161

 

Other credits

 

114

 

115

 

Financial assets of the concession

 

7.316

 

5.508

 

Investments

 

24

 

26

 

Fixed assets

 

8.229

 

8.303

 

Intangible

 

4.804

 

3.705

 

TOTAL ASSETS

 

33.556

 

30.294

 

 

44



Table of Contents

 

Charts VIII

 

BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS’ EQUITY

 

2010

 

2009

 

CURRENT

 

6.403

 

10.280

 

Suppliers

 

1.121

 

852

 

Regulatory charges

 

384

 

324

 

Profit shares

 

116

 

98

 

Taxes, charges and contributions

 

404

 

419

 

Income tax and Social Contribution tax

 

137

 

127

 

Interest on Equity and dividends payable

 

1.154

 

954

 

Loans and financings

 

1.574

 

5.878

 

Debentures

 

629

 

781

 

Salaries and mandatory charges on payroll

 

243

 

353

 

Post-employment obligations

 

99

 

94

 

Provision for losses on financial instruments

 

69

 

78

 

Other obligations

 

473

 

320

 

NON-CURRENT

 

15.676

 

8.849

 

Regulatory charges

 

142

 

152

 

Loans and financings

 

6.244

 

4.044

 

Debentures

 

4.779

 

590

 

Taxes, charges and contributions

 

693

 

327

 

Income tax and Social Contribution tax

 

1.065

 

989

 

Provisions

 

371

 

562

 

Concessions payable

 

118

 

80

 

Post-employment obligations

 

2.062

 

1.915

 

Other obligations

 

201

 

190

 

STOCKHOLDERS’ EQUITY

 

11.476

 

11.166

 

Registered capital

 

3.412

 

3.102

 

Capital reserves

 

3.954

 

3.969

 

Profit reserves

 

2.873

 

3.177

 

Adjustments to Stockholders’ equity

 

1.209

 

1.343

 

Accumulated Conversion Adjustment

 

1

 

0

 

Funds allocated to increase of capital

 

27

 

27

 

Accumulated losses

 

 

(453

)

TOTAL LIABILITIES

 

33.556

 

30.294

 

 

45



Table of Contents

 

Charts IX

 

Cash Flow Statement

 

2010

 

2009

 

Change%

 

Cash at beginning of period

 

4.425

 

2.284

 

94

 

Cash generated by operations

 

3.457

 

2.570

 

35

 

Net profit

 

2.258

 

2.134

 

6

 

Depreciation and amortization

 

896

 

936

 

(4

)

Suppliers

 

269

 

(40

)

(773

)

Provisions for operational losses

 

(78

)

(168

)

(54

)

Other adjustments

 

112

 

(292

)

(138

)

Financing activities

 

(377

)

3.270

 

(112

)

Financings obtained and capital increase

 

6.227

 

5.223

 

19

 

Payments of loans and financings

 

(4.775

)

(1.016

)

370

 

Interest on Equity, and dividends

 

(1.829

)

(937

)

95

 

Investment activity

 

(4.525

)

(3.699

)

22

 

Investments

 

(1.880

)

(1.390

)

35

 

Fixed and Intangible assets

 

(2.645

)

(2.309

)

15

 

Cash at end of period

 

2.980

 

4.425

 

(33

)

 

46



Table of Contents

 

Cemig GT charts from I to III (Values in million of Reais)

 

Charts I

 

Operating Revenues

 

2010

 

2009

 

Change%

 

Sales to end consumers

 

2.109

 

1.765

 

19

 

Supply

 

1.571

 

1.793

 

(12

)

Revenues from Trans. Network + Transactions in the CCEE

 

1.209

 

789

 

53

 

Others

 

52

 

88

 

(41

)

Subtotal

 

4.941

 

4.435

 

11

 

Deductions

 

(1.026

)

(899

)

14

 

Net Revenues

 

3.915

 

3.536

 

11

 

 

Charts II

 

Operating Expenses

 

2010

 

2009

 

Change%

 

Personnel/Administrators/Councillors

 

307

 

309

 

(1

)

Employee Participation

 

75

 

55

 

 

Depreciation and Amortization

 

374

 

445

 

(16

)

Charges for Use of Basic Transmission Network

 

250

 

275

 

(9

)

Contracted Services

 

149

 

151

 

(1

)

Forluz — Post-Retirement Employee Benefits

 

24

 

30

 

(20

)

Materials

 

24

 

21

 

14

 

Royalties

 

135

 

140

 

(4

)

Operating Provisions

 

(9

)

3

 

 

Other Expenses

 

83

 

52

 

60

 

Purchased Energy

 

371

 

149

 

149

 

Raw material for production

 

 

4

 

(100

)

Construction Cost

 

152

 

89

 

71

 

Total

 

1.935

 

1.723

 

12

 

 

Charts III

 

Statement of Results

 

2010

 

2009

 

Change%

 

Net Revenue

 

3.915

 

3.536

 

11

 

Operating Expenses

 

1.935

 

1.723

 

12

 

EBIT

 

1.980

 

1.813

 

9

 

EBITDA

 

2.353

 

2.258

 

4

 

Financial Result

 

(513

)

(277

)

85

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(383

)

(433

)

(12

)

Net Income

 

1.084

 

1.103

 

(2

)

 

47



Table of Contents

 

Cemig D charts from I to IV (Values in million of Reais)

 

Charts I

 

 

 

CEMIG D Market
(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD ENERGY1

 

T.E.D2

 

TUSD PICK3

 

1Q09

 

5.448

 

3.269

 

8.717

 

21

 

2Q09

 

5.478

 

3.593

 

9.071

 

21

 

3Q09

 

5.666

 

3.915

 

9.581

 

22

 

4Q09

 

5.740

 

4.304

 

10.043

 

22

 

1Q10

 

5.613

 

4.385

 

9.998

 

23

 

2Q10

 

5.710

 

4.914

 

10.625

 

24

 

3Q10

 

5.841

 

5.047

 

10.888

 

25

 

4Q10

 

5.938

 

4.927

 

10.865

 

25

 

 

Charts II

 

Operating Revenues

 

2010

 

2009

 

Change%

 

Sales to end consumers

 

9.344

 

9.223

 

1

 

TUSD

 

1.640

 

1.196

 

37

 

Subtotal

 

10.984

 

10.419

 

5

 

Others

 

91

 

85

 

7

 

Subtotal

 

11.075

 

10.504

 

5

 

Deductions

 

(4.148

)

(3.810

)

9

 

Net Revenues

 

6.927

 

6.694

 

3

 

 

Charts III

 

Operating Expenses

 

2010

 

2009

 

Change%

 

Purchased Energy

 

2.925

 

2.483

 

18

 

Personnel/Administrators/Councillors

 

759

 

880

 

(14

)

Depreciation and Amortization

 

378

 

357

 

6

 

Charges for Use of Basic Transmission Network

 

616

 

553

 

11

 

Contracted Services

 

642

 

523

 

23

 

Forluz — Post-Retirement Employee Benefits

 

78

 

92

 

(15

)

Materials

 

99

 

82

 

21

 

Operating Provisions

 

209

 

66

 

217

 

Other Expenses

 

186

 

217

 

(14

)

Employee Participation

 

236

 

162

 

46

 

Total

 

6.128

 

5.415

 

13

 

 

Charts IV

 

Statement of Results

 

2010

 

2009

 

Change%

 

Net Revenue

 

6.927

 

6.694

 

3

 

Operating Expenses

 

6.128

 

5.415

 

13

 

EBIT

 

799

 

1.279

 

(38

)

EBITDA

 

1.177

 

1.637

 

(28

)

Financial Result

 

(224

)

(87

)

157

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(135

)

(416

)

(68

)

Net Income

 

440

 

776

 

(43

)

 

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3.             Notice to Shareholders, Companhia Energética de Minas Gerais – CEMIG, March 29, 2011

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

BRAZILIAN LISTED COMPANY

CNPJ 17.155.730/0001-64

 

NOTICE TO SHAREHOLDERS

 

We advise our shareholders that the documents referred to in article 133 of Law # 6,404 of December 15, 1976, relating to the year 2010, are available for consultation at the head offices of this Corporation located at Av. Barbacena, 1,200, Belo Horizonte.

 

Belo Horizonte, March 29, 2011

 

Luiz Fernando Rolla

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

 

Av.Barbacena,   1200  —  Santo Agostinho  —  CEP  30190-131

Belo Horizonte - MG - Brasil - Tel.: (31)3506-5024 Fax (31)3506-5025

 

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4.             Extraordinary General Meeting of Stockholders – CEMIG, March 24, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

HELD ON

MARCH 24, 2011

 

MINUTES

 

At 10.30 a.m. on March 24, 2011, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais – Cemig met in Extraordinary General Meeting at its head office, on first convocation, at the Company’s head office, Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders’ Attendance Book, where all placed their signatures and made the required statements.

 

The stockholder The State of Minas Gerais was represented by Dr. Roney Luiz Torres Alves da Silva, Acting General Attorney of the State of Minas Gerais, in accordance with the legislation currently in force.

 

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

 

Asking for the floor, the representative of the stockholder The State of Minas Gerais put forward the name of the stockholder Maria Celeste Morais Guimarães to chair the Meeting.

 

The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and unanimously approved.

 

The Chair then declared the Meeting open, noting the presence of Mr. Vicente de Paulo Barros Pegoraro, a member of the Company’s Audit Board, and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the Meeting, requesting me to proceed to reading of the convocation notice, published in the newspapers Minas Gerais, official publication of the Powers of the State, on February 19, 22 and 23 of this year, O Tempo, on February 19, 20 and 21, and Valor Econômico on February 21, 22 and 23 of this year, the content of which is as follows:

 

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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“ COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

CONVOCATION

 

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on March 24, 2011 at 10.30 a.m. at the company’s head office, Av. Barbacena 1200, 21st floor, in the city of Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

1)             Authorization of the grant, by the Company, to Fundo de Investimento em Participações Redentor — FIP Redentor, of an option to sell to Cemig, at the end of the 60th month from the date of subscription of the shares of Parati S.A. Participações em Ativos de Energia Elétrica (Parati S.A.), the totality of the shares owned by FIP Redentor in Parati S.A., with Cemig having the obligation to buy such shares, or to appoint a third party that shall buy them.

 

2)             Appointment of Banco Bradesco BBI S.A. to prepare the Valuation Opinion valuing Parati S.A. Participações em Ativos de Energia Elétrica, in accordance with Paragraphs 1 and 6 of Article 8 of Law 6404/1976.

 

3)             Approval of the Economic-Financial Valuation Opinion on Parati S.A. Participações em Ativos de Energia Elétrica, prepared by Bradesco BBI S.A. in January 2011, in accordance with the terms of Paragraphs 1 and 6 of Article 8 of Law 6404/1976.

 

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406/1976, as amended, and the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by August 22, 2011, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Secretariat Office at Av. Barbacena, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, or showing them at the time of the meeting.

 

Belo Horizonte, February 17, 2011,

 

Dorothea Fonseca Furquim Werneck

Chairman of the Board of Directors     

 

Continuing the proceedings, the Chairman requested the Secretary to read the Proposal by the Board of Directors, and the Opinion of the Audit Board on it, the contents of which documents are as follows:

 

“     PROPOSAL

BY THE

BOARD OF DIRECTORS

TO THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 24, 2011.

 

Dear Stockholders:

 

We, the Board of Directors of Companhia Energética de Minas Gerais – Cemig,

 

· WHEREAS:

 

1)                          under the Share Purchase Agreement signed on December 30, 2009 between Cemig and Fundo de Investimento em Participações PCP (“FIP PCP”), in which Equatorial Energia S.A. (“Equatorial”) is consenting party, it is agreed that Cemig or a company in which Cemig holds a minimum equity interest of 20% will acquire 55.41% of the voting and total stock held by FIP PCP in Redentor Energia S.A. (“Redentor”), a company listed on the Novo Mercado of the BM&FBovespa, which holds 100% of Rio Minas Energia Participações S.A. (“RME”), which in turn holds 13.03% of the shares of Light S.A. (“Light”), signing of this contract having been authorized by the Board of Directors through CRCA 080/2009, of December 30, 2009;

 

2)                          the minority stockholders of Redentor (44.59% of the registered capital) will have the right to sell their shares to the purchaser for the same amount paid for the shares that are in the controlling stockholding block, through a Public Offering for Acquisition of Shares in a Sale of Control (“the Public Offering”), in the terms of Article 254-A of Law 6404/1976;

 

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3)                          in view of the financial obligations involved in the acquisitions, the analyses made by Cemig have indicated that, as the best alternative, the acquisitions should be made in partnership with a financial partner which would acquire part of the shares and receive, in consideration, an option to sell those shares to Cemig, with a minimum guaranteed remuneration — and this financial partner would be an Equity Investment Fund (FIP), the unit holders of which would be financial institutions interested in participating in projects of low performance risk, that are already being operated by a company with proven operational excellence, and in earning an attractive return;

 

4)                          the alternative of acquisition of assets in partnership with an FIP was recently used by Cemig in the acquisition of Terna Participações S.A., which showed itself to be an attractive investment opportunity for the market and, for Cemig, an efficient instrument of partnership with the private sector;

 

5)                          on February 25, 2010, through CRCA 004/2010, the Board of Directors of Cemig decided to authorize the partnership of Cemig with BTG Alpha Participações Ltda. (“BTG Alpha”), and, subsequently, with its successor, Fundo de Investimento em Participações Redentor (“FIP Redentor”), for acquisition of the equity interest owned by FIP PCP in Light, through the company named Parati S.A. Participações em Ativos de Energia Elétrica (“Parati”);

 

6)                          on March 24, 2010, Cemig signed a Share Purchase Agreement with Enlighted Partners Venture Capital (“Enlighted”), a limited liability company established in Delaware, USA, granting an Option to Sell 100% of the rights of participation in Luce Investment Fund, which holds 75% of the units of Luce Brasil Fundo de Investimento em Participações (“FIP Luce”), which, in turn, is the indirect owner of 13.03% (thirteen point zero three per cent) of the registered capital of Light S.A. — and this Option to Sell could be exercised between October 1 and 6, 2010, and signature of this contract was authorized by the Board of Directors through CRCA 007/2010, of March 19, 2010;

 

7)                          the remaining 25% of the equity in FIP Luce is held by Fundação de Seguridade Social Braslight (“Braslight”), and, with Enlighted exercising the Sell Option, Braslight will have the right to exercise joint sale of the totality of its holding, as specified in an existing Unit Holders’ Agreement governing FIP Luce;

 

8)                          on October 6, 2010, Enlighted exercised the said Sell Option and, consequently, Braslight also stated its desire to exercise its right of joint sale, so that Cemig or a third party indicated by it will have to acquire 100% of the units of FIP Luce, which will represent the acquisition of a further 13.03% of the registered and voting capital of Light;

 

9)                          Cemig intends to assign all the rights and obligations specified in the contracts referred to above to Parati, the purpose of this being to enable continuation of its policy of expansion through other acquisitions, maintaining its indebtedness capacity, and also allowing maintenance of the debts contracted by Light, since that company would not become a company subject to state control and, in addition, neither would it be subject to the rules governing containment of credit to the public sector;

 

10)                    the objects of Parati will be to acquire the shares that represent up to 26.06% of equity participation in the voting and total capital of Light, held, indirectly, by the FIP PCP, and by Enlighted;

 

11)                   FIP Redentor has as its unit holders Banco Santander (Brasil) S.A. (“Santander”), Banco Votorantim S.A. (“Votorantim”), BB Banco de Investimento S.A. (“Banco do Brasil”) and Banco BTG Pactual S.A. (“BTG Pactual”), the latter being the administrator of the Fund;

 

12)                    paying-up by FIP Redentor and by Cemig of their respective holdings in the registered capital of Parati will take place exclusively in Brazilian currency and will be in such a way as results in final ownership by Cemig of up to 25%, and by FIP Redentor of at least 75%, of the total registered capital of Parati, distributed as follows:

 

(i)                         Common shares: up to 50% held by Cemig, and 50% or more held by FIP Redentor; and

 

(ii)                      Preferred shares: 100% held by FIP Redentor;

 

13)                    the estimated amounts of the disbursements necessary for finalization of the transaction, including for the settlement of the Public Offering of shares in Redentor, in proportion to the stockholdings of the respective stockholders in Parati, are R$ 379 million for Cemig, and R$ 1.136 billion for FIP Redentor, at January 2011 prices;

 

14)                    as part of the negotiation the Parties agreed that Cemig shall grant an unconditional and irrevocable option, exclusively to FIP Redentor (and not to any of its unit holders) (“the Sell Option”), under which FIP Redentor will have the right, at the end of the 60th month from the date of subscription of the shares in Parati (“the Exercise Date”), to sell the totality of the shares in Parati belonging to FIP Redentor (“the Acquisition Shares”), and Cemig shall have the obligation to buy them, or to indicate a third party which shall buy them, on payment of the exercise amount (“the Exercise Amount”), equivalent to the amount paid at the time of paying-up of the shares, plus expenses (all expenses that are provenly incurred by FIP Redentor and/or by the Administrator of FIP Redentor, for its constitution and after its constitution, including expenses of auditing, and management and administration fees), less such dividends and Interest on Equity as are received in the period (in the case of Interest on Equity, the amount received shall be multiplied by 0.5721 for the purposes of calculation), all updated by the average rate for Interbank Certificates of Deposit published by Cetip (the Custody and Settlement Chamber) (“the CDI Rate”) plus a rate of 0.9% per year, pro rata tempore, from the date of its actual disbursement / payment to the Exercise Date of the Option to Sell;

 

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15)                    the Option Exercise Date may be brought forward in any one of the following situations:

 

a)              non-compliance, by Cemig, with any obligations contained in the Definitive Documents (Subscription Agreement, Stockholders’ Agreement and Secondary Stockholders’ Agreement), if the said non-compliance is not cured within 30 (thirty) calendar days from receipt of the notice of non-compliance sent by FIP Redentor;

 

b)             disposal, transfer or assignment to third parties by Cemig of the Shares owned by it in Parati or of the rights and obligations arising therefrom, without prior written authorization from FIP Redentor, except (provided that Cemig’s co-obligation in relation to the obligations originally assumed is preserved) between wholly-owned or other subsidiaries of Cemig;

 

c)              decision, by any authority, ordering the carrying out of a public offering of shares for change of the control of Light, unless Cemig bears all the costs and expenses arising from such decision;

 

d)             any termination of concession contracts of Cemig, or of its subsidiaries, that represents an amount of 40% (forty per cent) or more of the consolidated Ebitda generated by Cemig in the 12 (twelve) months prior to the date of this condition being found;

 

e)              termination of Light’s distribution services concession contract;

 

f)                any stockholding reorganization, privatization or merger of Cemig that causes significant reduction of Cemig’s capacity to comply with any obligations assumed in the Definitive Documents, as judged by FIP Redentor, provided that such judgment is made with due grounds;

 

g)             liquidation, intervention, dissolution or extinction of Cemig;

 

h)             application of new taxes on any transactions, payments payable and dividends, in the terms of the Definitive Documents, increase of rates of taxes or of the taxes themselves that already are applicable to any transactions specified in the Definitive Documents, or identification of a tax liability not identified on today’s date, such as make or makes any transactions specified in the Definitive Documents unviable or inadvisable, in the judgment of FIP Redentor, provided that such judgment is made with due grounds;

 

i)                 if the ratio between Net Financial Indebtedness and Ebitda, measured six-monthly, in relation to the prior 12 (twelve) months, based on the revised or audited consolidated balance sheet (as applicable) of Cemig, is greater than 3.50x (three point five times);

 

j)                 non-approval of the Investment by CADE;

 

k)              any of the following events:

 

(k.1)              if, by December 31, 2011, 100% (one hundred per cent) of the unit shares of Luce Investment Fund (“LIF”) have not been acquired, or if such acquisition has been carried out without the following prior conditions all having been met:

 

(i)             that LIF shall hold a minimum of 75% (seventy five per cent) of the unit shares in Luce Brasil Fundo de Investimento em Participações (“FIP Luce”);

 

(ii)          that FIP Luce shall have a stockholding of not less than 100% (one hundred per cent) in the registered capital of Luce Empreendimentos e Participações S.A. (“LEPSA”) and that the latter shall have a stockholding of not less than 13.03% (thirteen point zero three per cent) in the registered capital of Light; and

 

(iii)       that Fundação de Seguridade Social Braslight (“Braslight”) shall not have signed any agreement for sale nor offered the right of purchase of its unit shares of FIP Luce, except in the event of Braslight having given to Parati, through LIF, the right of preference for acquisition of the said unit shares, and of Cemig not indicating a third party to acquire the interest held by BB and by Votorantim in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or such indicated third party not being accepted by BTG or Santander;

 

(k.2)              in the event that Cemig sells, by the date of the Notice of the Option to Sell, the direct stockholding interest of shares that comprise the controlling stockholding block of Light and the parties acquiring such interest are persons that have an interest, on the date of signature of the Stockholders’ Agreement, greater than 21.1% in the units of Fundo de Investimento em Participações PCP (“FIP PCP”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, or have an interest, on the date of signature of the Stockholders’ Agreement, greater than 88.0% in the unit shares of Enlighted Partners Venture Capital (“Enlighted”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, and Cemig does not appoint a third party to acquire the interest held by BB and by Votorantim  in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or if such third party is not accepted by BTG or Santander;

 

16)                    a further item of the negotiation agreed is that, in the event of the Exercise Amount being higher than the amount paid-up by FIP Redentor at the time of the subscription of the shares of Parati, an adjustment factor of (1/(1—0.4279)—1) shall be applied to the difference, to be added to the Exercise Amount;

 

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17)                   the Option to Sell shall be exercised by FIP Redentor, upon written notice to Cemig of its intention to exercise the Option to Sell, given with minimum prior notice of 240 (two hundred and forty) days prior to the last day of the sixtieth month counted from the first injection of capital by FIP Redentor in Parati (“the Exercise Date”);

 

18)                    if Cemig wishes to indicate a third party to acquire the shares of Parati,

 

(i)         such indication must be made by written notice to FIP Redentor and to the Unit Holders, given at least 210 (two hundred and ten) calendar days prior to the Exercise Date, and

 

(ii) Cemig shall continue to have joint liability with this third party, for the acquisition of the Acquisition Shares;

 

19)                    if the Option to Sell is exercised, the payment of the Exercise Amount and the transfer of the shares of Parati are conditional upon prior approval of the transaction by the National Electricity Agency, Aneel;

 

20)                    if the Consent of Aneel is not obtained by the date of transfer of the shares or, at any moment, Aneel expressly refuses to authorize the transfer of the shares, except in the event of negligence or action with malicious intent on the part of FIP Redentor, the latter shall have the right to dispose of the shares either on or outside the securities market, and in the event of disposal outside a securities exchange environment it is agreed that the said sale may take place only if the price set is greater than or equal to the lowest of the prices found in a securities market, by the following three criteria:

 

(i)                     average price of the shares of Light in the last trading session prior to the closing of the sale;

 

(ii)                      daily average of closing prices of the shares of Light for the last 30 (thirty) days; and

 

(iii)                   daily average of closing prices of the shares of Light for the last 90 (ninety) days; and

 

·      if the amount specified for the said disposal:

 

(i)             is less than the Exercise Amount, Cemig shall continue to be obliged to pay the difference; or

 

(ii)          if it is greater than the Exercise Amount, and only in cases of omission of the consent by Aneel or an express negative by Aneel to the transfer of the Acquisition Shares to Cemig, and if Cemig has complied with its contractual obligations, Cemig shall have the right to receive the positive excess difference, multiplied by 1 (the number One) less the Adjustment Factor;

 

· and in any of these events, the expenses incurred by FIP Redentor arising from the process of sale shall be deducted from the financial amount of the disposal, and the penalties specified in Clause 6.5 of the Stockholders’ Agreement shall not be applicable;

 

21)                    grant of the Option to Sell is in line with the Long-term Strategic Plan, which specifies growth of Cemig in all the market segments in which it operates, signaling a positive outlook for the Company’s cash position, with the possibility, also, of increase of the value of dividends distributed, within the terms of its Bylaws;

 

22)                    on October 20, 2010, the Corporate Governance Committee of the State of Minas Gerais issued an opinion in favor of the transaction, as per Official Letter CCGPGF Nº 240/2010, attached;

 

23)                    under Paragraph 1 of Clause 1 of the Bylaws of Cemig it is a competency of Cemig’s Board of Directors to authorize acquisition of interests in the capital of other companies;

 

24)                    it is the competency of the Extraordinary General Meeting to authorize the grant by the Company of the Option to Sell, in view of the provisions of Article 256 of Law 6404/1976, since, in the event that the Option to Sell is exercised by FIP Redentor and if Cemig does not indicate a third party to acquire the shares, Cemig will be obliged to acquire control of Parati, it not being possible to state at the present moment whether in 60 months’ time the acquisition referred to will constitute a significant investment for Cemig, nor indeed to calculate whether the shares will exceed one and a half times any of the amounts specified in Item II of Article 256 of Law 6404/1976;

 

25)                    on December 6, 2010, the Board of Directors of Cemig decided to propose, to the Extraordinary General Meeting of Stockholders, under and for the purposes of Article 256 of Law 6404/1976, authorization of the grant of the Option to Sell;

 

26)                    the grant of the Option to Sell was contained in item “C” of the agenda of the Extraordinary General Meeting of Stockholders scheduled for December 22, 2010, at 11 a.m., as per the Convocation Notice published on December 6, 2010;

 

27)                    on December 21, 2010, the Company received CVM Official Letter CVM/SEP/GEA-3/Nº 1211/10, advising of the decision by the Council of the Securities Commission (“CVM”) to postpone the General Meeting, due to its recognition that, by reason of its complexity, the matter contained in Item “C” of the agenda would require a greater period to be ascertained and analyzed by the stockholders, as per a request filed with the CVM on December 13, 2010, by the stockholder Tempo Capital Principal Fundo de Investimento de Ações, for interruption of the period of prior notice for convocation of the Company’s Extraordinary General Meeting of Stockholders;

 

28)                    in view of the said Official Letter from the CVM, Cemig informed its stockholders and the market in general that, in relation to the Extraordinary General Meeting of Stockholders scheduled for December 22, 2010 at 11 a.m., item “C” of the Convocation Notice published on December 6, 2010 had been withdrawn from the agenda;

 

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29)                    a new convocation of the General Meeting of Stockholders, to decide on the grant of the Option to Sell, now becomes necessary;

 

30)                    the General Meeting of Stockholders will be called to decide on possible acquisition of control of another company, and it is necessary that Cemig should present the information required in Appendix 19 of CVM Instruction 481/2009, specified in the attached document;

 

31)                    approval by the General Meeting of Stockholders is necessary for appointment of a specialized company to prepare the Valuation Opinion on the assets of Parati (“the Opinion”), and for the opinion itself, under Paragraphs 1 and 6 of Clause 8 of Law 6404/1976;

 

32)                    Banco Bradesco BBI S.A. (“Bradesco BBI”), because it has wide experience in operating as financial adviser in mergers and acquisitions, being certified by Anbima (the Brazilian Association of Financial and Capital Market Entities) and because it has presented the best work proposal, has been contracted to prepare the said Opinion;

 

33)                    in accordance with this Opinion, the value of the shares of Parati, when assessed by the Discounted Cash Flow method, is between R$ 0.92 and R$ 1.03 per share, and when assessed by valuation of Stockholders’ Equity at Market Price is R$ 0.89 per share;

 

34)                    if the amount to be paid for the shares of Parati exceeds one and a half times the largest of the three amounts specified in Item II of Article 256 of Law 6404/1976, “any stockholder not agreeing with the decision of the stockholders’ meeting that approves it shall have the right to withdraw from the company, for reimbursement of the value of its shares, in accordance with Article 137, subject to the provisions of its Sub-item II”, as specified by Paragraph 2 of the said Article 256;

 

35)                    since it is not possible to state whether in 60 months’ time the acquisition price referred to will exceed one and a half times any of the amounts specified in Sub-item II of Article 256 of Law 6404/1976, the management of Cemig should, for the purposes of caution, decide to grant the right to withdraw to dissident holders of common shares;

 

36)                    any holders of common shares that disagree with the decision of the General Meeting of Stockholders of Cemig shall have a period of 30 (thirty) calendar days from publication of the respective minutes of the said meeting, to claim from the Company, by notice, reimbursement of their shares (Article 137, IV);

 

37)                    since the Bylaws of Cemig do not establish the amount of reimbursement, their calculation shall be based on the stockholders’ equity of Cemig stated in the last previous balance sheet approved by the Annual General Meeting of Stockholders;

 

38)                    the stockholders’ equity contained in the last balance sheet approved by Cemig, raised on December 31, 2009, is R$ 16.57 per share and represents the value of the stockholders’ equity divided by the number of shares (excluding the shares held in Treasury);

 

39)                    the General Meeting of Stockholders is scheduled for March 2011, and it is possible that dissident stockholders may request the raising of a balance sheet at December 31, 2010 for calculation of the amount of the reimbursement, as specified in Paragraph 2 of Article 45 of Law 6404/1976;

 

40)                    the financial statements of Cemig at December 31, 2010 are being prepared in accordance with the new accounting rules issued by the Accounting Statements Committee, and an increase in the equity value of the shares is expected, resulting in an amount estimated between R$ 18.00 and R$ 19.00 per share, due to the new valuation of the Company’s fixed assets and other effects arising from the harmonization of accounting with international standards;

 

41)                    since the matter to be decided in general meeting of stockholders will give rise to the right to withdraw, Cemig should provide the information indicated in Appendix 20 to CVM Instruction 481/2009, and this document is attached;

 

42)                    the matter was analyzed by the office of Cemig’s Chief Counsel, as per Legal Opinion JR/SC Nº 15,718, of February 10, 2011;

 

· do now propose to you, under and for the purposes of Article 256 of Law 6404/1976:

 

1)             Authorization of the grant by Cemig, to Fundo de Investimento em Participações Redentor (“FIP Redentor), of an unconditional and irrevocable option (“the Option to Sell”), under which FIP Redentor shall have the right, at the end of the 60th month from the date of subscription of the shares in Parati S.A. Participações em Ativos de Energia Elétrica (“the Exercise Date”), to sell the totality of the shares belonging to FIP Redentor, and Companhia Energética de Minas Gerais (Cemig) shall have the obligation to buy them, or to indicate a third party which shall buy them, on payment of the exercise amount (“the Exercise Amount”), equivalent to the amount paid at the time of paying-up of the shares of Parati S. A. Participações em Ativos de Energia Elétrica (“Parati”), plus expenses (all expenses provenly incurred by FIP Redentor and/or by the Administrator of FIP Redentor, for its constitution and after its constitution, including expenses of auditing, and management and administration fees), less such dividends and Interest on Equity as are received in the period (in the case of Interest on Equity, the amount received shall be multiplied by 0.5721 for the purposes of calculation), all updated by the average rate for Interbank Certificates of Deposit published by Cetip (the Custody and Settlement Chamber) (“the CDI Rate”) plus a rate of 0.9% per year, pro rata tempore, from the date of its actual disbursement/payment to the Exercise Date of the Option to Sell;

 

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and the Option Exercise Date may be brought forward in any one of the following situations:

 

a)              non-compliance, by Cemig, with any obligations contained in the Definitive Documents (Subscription Agreement, Stockholders’ Agreement and Secondary Stockholders’ Agreement), if the said non-compliance is not cured within 30 (thirty) calendar days from receipt of the notice of non-compliance sent by FIP Redentor;

 

b)             disposal, transfer or assignment to third parties by Cemig of the Shares owned by it in Parati or of the rights and obligations arising therefrom, without prior written authorization from FIP Redentor, except (provided that Cemig’s co-obligation in relation to the obligations originally assumed is preserved) between wholly-owned or other subsidiaries of Cemig;

 

c)              decision, by any authority, ordering the carrying out of a public offering of shares due to change of the control of Light S.A. (“Light”), unless Cemig bears all the costs and expenses arising from this decision;

 

d)             any termination of concession contracts of Cemig, or of its subsidiaries, that represents an amount of 40% (forty per cent) or more of the consolidated Ebitda generated by Cemig in the 12 (twelve) months prior to the date of this condition being found;

 

e)              termination of Light’s concession contract for distribution services;

 

f)                any stockholding reorganization, privatization or merger of Cemig that causes significant reduction of Cemig’s capacity to comply with any obligations assumed in the Definitive Documents, as judged by FIP Redentor, provided that such judgment is made with due grounds;

 

g)             liquidation, intervention, dissolution or extinction of Cemig;

 

h)             application of new taxes on any transactions, payments payable and dividends, in the terms of the Definitive Documents, increase of rates of taxes or of the taxes themselves that already are applicable to any transactions specified in the Definitive Documents, or identification of a tax liability not identified on today’s date, such as make or makes any transactions specified in the Definitive Documents unviable or inadvisable, in the judgment of FIP Redentor, provided that such judgment is made with due grounds;

 

i)                 if the ratio between Net Financial Indebtedness and Ebitda, measured six-monthly, in relation to the prior 12 (twelve) months, based on the revised or audited consolidated balance sheet (as applicable) of Cemig, is greater than 3.50x (three point five times);

 

j)                 non-approval of the Investment by the Administrative Economic Defense Council — CADE;

 

k)              occurrence of any of the following events:

 

(k.1)             if, by December 31, 2011, 100% (one hundred per cent) of the unit shares of Luce Investment Fund (“LIF”) has not been acquired, or if such acquisition has been carried out without the following prior conditions all having been met:

 

(i)             that LIF shall hold a minimum of 75% (seventy five per cent) of the unit shares in Luce Brasil Fundo de Investimento em Participações (“FIP Luce”);

 

(ii)          that FIP Luce shall have a stockholding of not less than 100% (one hundred per cent) in the registered capital of Luce Empreendimentos e Participações S.A. (“LEPSA”) and that the latter shall have a stockholding of not less than 13.03% (thirteen point zero three per cent) in the registered capital of Light; and

 

(iii) that Fundação de Seguridade Social Braslight (“Braslight”) shall not have signed any agreement for sale nor offered the right of purchase of its unit shares of FIP Luce, except in the event of Braslight having given to the SPC Parati, through LIF, the right of preference for acquisition of the said unit shares, and of Cemig not indicating a third party to acquire the interest held by BB Banco de Investimento S.A. (“Banco do Brasil”) and by Votorantim S. A. (“Votorantim”) in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or such indicated third party not being accepted by BTG Alpha Participações Ltda. (“BTG Alpha”) or Santander (Brasil) S.A. (“Santander”);

 

(k.2) in the event that Cemig sells, by the date of the Notice of the Option to Sell, the direct stockholding interest of shares that comprise the controlling stockholding block of Light and the parties acquiring such interest are persons that have an interest, on the date of signature of the Stockholders’ Agreement, greater than 21.1% in the units of Fundo de Investimento em Participações PCP (“FIP PCP”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, or have an interest, on the date of signature of the Stockholders’ Agreement, greater than 88.0% in the unit shares of Enlighted Partners Venture Capital

 

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(“Enlighted”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, and Cemig does not appoint a third party to acquire the interest held by BB and by Votorantim in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or if such third party is not accepted by BTG or Santander;

 

The payment of the Exercise Amount and the transfer of the shares of Parati are conditional upon prior approval of the transaction by the National Electricity Agency, Aneel.

 

If the Consent of Aneel is not obtained by the date of transfer of the shares or, at any moment, Aneel expressly refuses to authorize the transfer of the shares, except in the event of negligence or action with malicious intent on the part of FIP Redentor, the latter shall have the right to dispose of the shares either in or outside the securities market, and in the event of disposal outside a securities exchange environment it is agreed that the said sale may take place only if the price set is greater than or equal to the lowest of the prices found in a securities market, by the following three criteria:

 

(i)             average price of the shares of Light in the last trading session prior to the closing of the sale;

 

(ii)          daily average of closing prices of the shares of Light for the last 30 (thirty) days; and

 

(ii)          daily average of closing prices of the shares of Light for the last 90 (ninety) days; and

 

·                  if the amount specified for the said disposal:

 

(i)             is less than the Exercise Amount, Cemig shall continue to be obliged to pay the difference; or

 

(ii)          if it is greater than the Exercise Amount, and only in cases of omission of the consent by Aneel or an express negative by Aneel to the transfer of the Acquisition Shares to Cemig, and if Cemig has complied with its contractual obligations, Cemig shall have the right to receive the positive excess difference, multiplied by 1 (the number One) less the Adjustment Factor;

 

·                  and in any of these events, the expenses incurred by FIP Redentor arising from the process of sale shall be deducted from the financial amount of the disposal, and the penalties specified in Clause 6.5 of the Stockholders’ Agreement shall not be applicable;

 

The decision by the Extraordinary General Meeting of Stockholders that authorizes the grant to FIP Redentor of the Option to Sell shall give rise to the possibility of exercise, by such holders of the Company’s common shares as dissent from the said decision, of the right to withdraw. The right to withdraw shall apply in relation only to shares held by holders of common shares in the Company provenly held on February 18, 2011.

 

2)                  Appointment of Banco Bradesco BBI S.A. (“Bradesco BBI”) to prepare the Valuation Opinion on Parati, in accordance with Paragraphs 1 and 6 of Article 8 of Law 6404/1976.;

 

3)                  Approval of the Economic-Financial Valuation Opinion on Parati, prepared by Bradesco BBI S.A. in January 2011, in accordance with the terms of Paragraphs 1 and 6 of Article 8 of Law 6404/1976.

 

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

 

Belo Horizonte, February 17, 2011 —

 

Dorothea Fonseca Furquim Werneck

 

Maria Estela Kubitschek Lopes

Chairman

 

Member

Djalma Bastos de Morais

 

Guy Maria Villela Paschoal

Deputy Chairman

 

Member

Arcângelo Eustáquio Torres Queiroz

 

Eduardo Borges de Andrade

Member

 

Member

Antônio Adriano Silva

 

Renato Torres de Faria

Member

 

Member

Francelino Pereira dos Santos

 

Paulo Roberto Reckziegel Guedes

Member

 

Member

João Camilo Penna

 

Ricardo Coutinho de Sena

Member

 

Member

Luiz Carlos Costeira Urquiza

 

Saulo Alves Pereira Junior

Member

 

Member

 

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“    OPINION OF THE AUDIT BOARD

 

The members of the Audit Board of Companhia Energética de Minas Gerais — Cemig, undersigned, in performance of their functions under the law and under the Bylaws, have examined the Proposal made by the Board of Directors to the Extraordinary General Meeting in relation to:

 

1)              Authorization of the grant by the Company, to Fundo de Investimento em Participações Redentor (“FIP Redentor”), of an unconditional and irrevocable Option to Sell under which FIP Redentor shall have the right, at the end of the 60th month from the date of subscription of the shares in Parati S.A. Participações em Ativos de Energia Elétrica (“the Exercise Date”), to sell the totality of the shares belonging to FIP Redentor and Cemig shall have the obligation to buy them, or to indicate a third party which shall buy them, on payment of the Exercise Amount, equivalent to the amount paid at the time of the subscription of the shares of Parati S.A. Participações em Ativos de Energia Elétrica, plus the expenses (all expenses provenly incurred by FIP Redentor and/or by the Administrator of FIP Redentor, for its constitution and after its constitution, including expenses of auditing, and management and administration fees), less such dividends and Interest on Equity as are received in the period (in the case of Interest on Equity, the amount received shall be multiplied by 0.5721 for the purposes of calculation), all updated by the average rate for Interbank Certificates of Deposit published by Cetip (the Custody and Settlement Chamber) (“the CDI Rate”) plus a rate of 0.9% per year, pro rata tempore, from the date of its actual disbursement/payment to the Exercise Date of the Option to Sell.

 

· In the event of the Exercise Amount being higher than the amount paid-up by FIP Redentor at the time of the subscription of the shares of Parati S.A. Participações em Ativos de Energia Elétrica, an adjustment factor of (1/(1—0.4279) —1) shall be applied to the difference, to be added to the Exercise Amount.

 

· The Option Exercise Date may be brought forward in any one of the following situations:

 

a)              non-compliance, by Cemig, with any obligations contained in the Definitive Documents (Subscription Agreement, Stockholders’ Agreement and Secondary Stockholders’ Agreement), if not cured within 30 (thirty) calendar days from receipt of the notice of non-compliance sent by FIP Redentor;

 

b)             disposal, transfer or assignment to third parties by Cemig of the Shares owned by it in Parati or of the rights and obligations arising therefrom, without prior written authorization from FIP Redentor, except (provided that Cemig’s co-obligation in relation to the obligations originally assumed is preserved) between wholly-owned or other subsidiaries of Cemig;

 

c)              decision, by any authority, ordering the carrying out of a public offering of shares for change of the control of Light S.A. (“Light”), unless Cemig bears all the costs and expenses arising from such decision;

 

d)             any termination of concession contracts of Cemig, or of its subsidiaries, that represents an amount of 40% (forty per cent) or more of the consolidated Ebitda generated by Cemig in the 12 (twelve) months prior to the date of this condition being found;

 

e)              termination of Light’s concession contract for distribution services;

 

f)                any stockholding reorganization, privatization or merger of Cemig that causes significant reduction of Cemig’s capacity to comply with any obligations assumed in the Definitive Documents, as judged by FIP Redentor, provided that such judgment is made with due grounds;

 

g)             liquidation of, intervention in, or dissolution or extinction of Cemig;

 

h)             application of new taxes on any transactions, payments owed or dividends, in the terms of the Definitive Documents, increase of such rates of taxes, or increases of the taxes themselves, as are already applicable to any transactions specified in the Definitive Documents, or identification of a tax liability not identified on today’s date, such as make or makes any transactions specified in the Definitive Documents unviable or inadvisable, in the judgment of FIP Redentor, provided that such judgment is made with due grounds;

 

i)                 if the ratio between Net Financial Indebtedness and Ebitda, measured six-monthly, in relation to the prior 12 (twelve) months, based on the revised or audited consolidated balance sheet (as applicable) of Cemig, is greater than 3.50x (three point five times);

 

j)                 non-approval of the Investment by the Administrative Economic Defense Council — CADE;

 

k)              occurrence of any of the following events:

 

(k.1)              if, by December 31, 2011, 100% (one hundred per cent) of the unit shares of Luce Investment Fund (“LIF”) have not been acquired, or if such acquisition has been carried out without the following prior conditions all having been met:

 

(i)             that LIF shall hold a minimum of 75% (seventy five per cent) of the unit shares in Luce Brasil Fundo de Investimento em Participações (“FIP Luce”);

 

(ii)      that FIP Luce shall have a stockholding interest of not less than 100% in the registered capital of Luce Empreendimentos e Participações S.A. (“Lepsa”) and that the latter shall have a stockholding of not less than 13.03% (thirteen point zero three per cent) in the registered capital of Light; and

 

(iii)       that Fundação de Seguridade Social Braslight (“Braslight”) shall not have signed any agreement for sale nor offered the right of purchase of its units of FIP Luce, except in the event of Braslight having given to SPC Parati, through LIF, the right of preference for acquisition of the said units, while Cemig does not indicate a third party to acquire the interest held by BB Banco de Investimento S.A. (“BB”) and by Votorantim S. A.

 

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(“Votorantim”), in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actualacquisition, or such indicated third party not being accepted by BTG Alpha Participações Ltda. (“BTG Alpha”) or Santander (Brasil) S. A. (“Santander”);

 

(k.2)              in the event that Cemig sells, by the date of the Notification of the Option to Sell, the direct stockholding interest of shares that are part of the controlling stockholding block of Light and the parties acquiring such interest are persons that have an interest, on the date of signature of the Stockholders’ Agreement, greater than 21.1% in the units of Fundo de Investimento em Participações PCP (“FIP PCP”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, or have an interest, on the date of signature of the Stockholders’ Agreement, greater than 88.0% in the unit shares of Enlighted Partners Venture Capital (“Enlighted”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, and Cemig does not appoint a third party to acquire the interest held by BB and by Votorantim in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or if such third party is not accepted by BTG or by Santander; Payment of the Exercise Amount and the transfer of the shares owned by Parati shall be conditional upon prior approval of the transaction by the National Electricity Agency, Aneel. If authorization by Aneel is not obtained by the date of transfer of the shares or, at any moment, Aneel expressly refuses to authorize the transfers of the shares, except in the event of negligence or action with malicious intent on the part of FIP Redentor, the latter shall have the right to dispose of the shares either in or outside the securities market, and in the event of disposal outside a securities exchange environment it is agreed that the said sale may take place only if the price set is greater than or equal to the lowest of the prices found in a securities market, by the following three criteria:

 

i)                 average price of the shares of Light in the last trading session prior to the closing of the sale;

 

ii)              daily average of closing prices of the shares of Light for the last 30 (thirty) days; and

 

iii)           daily average of closing prices of the shares of Light for the last 90 (ninety) days.

 

If the amount calculated for the said disposal:

 

i)                 is less than the Exercise Amount, Cemig shall continue to be obliged to pay the difference; or

 

ii)              if it is greater than the Exercise Amount, and only in the event of omission of the consent by Aneel or an express negative by Aneel to the transfer of the Acquisition Shares to Cemig, and if Cemig has complied with its contractual obligations, Cemig shall have the right to receive the positive excess difference, multiplied by 1 (the number One) less the Adjustment Factor.

 

In any of the events, the expenses incurred by FIP Redentor arising from the process of sale shall be deducted from the financial amount of the disposal, and the penalties specified in Clause 6.5 of the Stockholders’ Agreement shall not be applicable.

 

The decision by the Extraordinary General Meeting of Stockholders that authorizes the grant to FIP Redentor of the Sell Option shall give rise to the possibility of exercise, by such holders of the Company’s common shares as dissent from the said decision, of the right to withdraw. The right to withdraw shall be held only in relation to the shares that the holders of the Company’s common shares provenly held on February 18, 2011.

 

2)              Appointment of Banco Bradesco BBI S.A. to prepare the Evaluation Opinion on Parati.

 

3)              Approval of the Economic and Financial Valuation Opinion on Parati prepared by Bradesco BBI in January 2011.

 

After carefully analyzing the proposal referred to, and considering, further, that the legal rules applicable to the matter have been complied with, the opinion of the members of the Audit Board is in favor of their approval by that Meeting.

 

· Belo Horizonte, February 17, 2011,

 

(Signed by:)

 

Aristóteles Luiz Menezes Vasconcellos Drummond,

 

Helton da Silva Soares,

 

Luiz Guaritá Neto,

Thales de Souza Ramos Filho     and

 

Vicente de Paulo Barros Pegoraro.

 

             ”

 

The Chairman then made available a copy of the said Opinion, prepared by Bradesco BBI S.A. in January 2011, stating that it will be attached to the present minutes as an integral part thereof.

 

She then put the Proposal made to this meeting by the Board of Directors to debate.

 

Asking for the floor, the stockholder Luiz Fernando Rolla proposed a small alteration to the proposal under discussion: a change in the percentage specified for the situation referred to in Subclause “k”, of those that can give rise to bringing forward of the Option Exercise Date, to adjust the drafting, to reflect with precision the object of the negotiation

 

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· from:

 

“ k)     occurrence of any of the following events:

 

(k.1.) …;

 

(k.2)    in the event that Cemig sells, by the date of the Sell Option Notice, the direct stockholding interest of shares that comprise the controlling stockholding block of Light and the parties acquiring such interest are persons that have an interest, on the date of signature of the Stockholders’ Agreement, greater than 21.1% in the units of Fundo de Investimento em Participações PCP (“FIP PCP”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, or have an interest, on the date of signature of the Stockholders’ Agreement, greater than 88.0% in the unit shares of Enlighted Partners Venture Capital (“Enlighted”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, and Cemig does not appoint a third party to acquire the interest held by BB and by Votorantim in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or if such appointed third party is not accepted by BTG or Santander;”

 

to:

 

“ k)     occurrence of any of the following events:

 

(k.1.) …;

 

(k.2)    in the event that Cemig sells, by the date of the Sell Option Notice, the direct stockholding interest of shares that comprise the controlling stockholding block of Light and the parties acquiring such interest are persons that have an interest, on the date of signature of the Stockholders’ Agreement, greater than 21.0% in the units of Fundo de Investimento em Participações PCP (“FIP PCP”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, or have an interest, on the date of signature of the Stockholders’ Agreement, greater than 88.0% in the unit shares of Enlighted Partners Venture Capital (“Enlighted”) and have had administrative judgment given against them against which there is no further appeal for infringements against the National Financial System, inspected by the Brazilian Central Bank, and/or the securities market, inspected by the Brazilian Securities Commission, and Cemig does not appoint a third party to acquire the interest held by BB and by Votorantim in FIP Redentor for an amount equivalent to the Exercise Amount on the date of the actual acquisition, or if such appointed third party is not accepted by BTG or Santander;”.

 

The proposal by the Board of Directors to this Meeting was put to the vote with the alteration suggested by the stockholder Luiz Fernando Rolla, and was approved unanimously.

 

The meeting being opened to the floor, and since no-one wished to make any statement, the Chairman ordered the session suspended for the time necessary for the writing of the minutes. The session being reopened, the Chairman, after putting the said minutes to debate and to the vote and verifying that they had been approved and signed, closed the meeting.

 

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

 

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5.     Summary of decisions of the 507th Meeting of the Board of Directors — CEMIG, March 30, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

Listed company

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

MEETING OF THE BOARD OF DIRECTORS

 

SUMMARY OF PRINCIPAL DECISIONS

 

The Board of Directors of Cemig (Companhia Energética de Minas Gerais), at its 507th meeting, held on March 30, 2011, decided as follows:

 

1- Budget Proposal for 2011: approved.

 

2- Limits of financial covenants in the Bylaws:

 

a)             In accordance with the provisions of Paragraph 9 of Article 11 of the Bylaws, the Board gave authorization for the following targets, mentioned in Paragraph 7 of Clause 11 of the Bylaws, to be exceeded: Consolidated ratio Net debt / (Net debt + Stockholders’ equity) to be : may be up to 46% (forty six per cent);

 

b)            Proposal submitted to the Extraordinary General Meeting of Stockholders to be held on May 12, 2011, for the limit in Subclause (d) of Paragraph 7 of Clause 11 to be exceeded as follows: total funds allocated to capital expenditure and acquisition of any assets, in the year, to be up to 57% (fifty seven per cent) of the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization).

 

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.             Market Announcement — Uberaba Gas Pipeline: Media Release, CEMIG, March 31, 2011

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

 

CNPJ 17.155.730/0001-64

NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

UBERABA GAS PIPELINE: MEDIA RELEASE

 

Cemig (Companhia Energética de Minas Gerais)(“the Company”), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with its commitment to best corporate governance practices, hereby informs the public that today it has published the following media release:

 

In view of media reports on the construction of a gas pipeline to serve Uberaba, in the Minas Triangle region, Cemig states as follows:

 

1 — Cemig is involved in efforts for construction of the gas pipeline, between São Paulo and Minas Gerais, as far as Uberaba, not only because of the need to supply the Ammonia Plant, to be built by Petrobras, but also because of the strategic importance of this fuel for the whole of the Triangle region, the economy of which is expanding firmly.

 

2 — The plans for this pipeline are being developed jointly with the Minas Gerais State Economic Development Department and Petrobras, to decide on the most viable alternative for its immediate construction.

 

3 — Natural gas has a strategic importance for the Government of Minas Gerais and for Cemig, due to the potential for its use in industry in Minas Gerais, which has not been met.

 

4 — Cemig is present in natural gas distribution through its subsidiary Gasmig, which already serves Metropolitan Belo Horizonte, Barbacena, Juiz de Fora, the Steel Valley (Vale do Aço) and the South of Minas; in gas transportation, with the study for the project to serve the Triangle; and in prospecting for reserves, for subsequent commercial exploration, at sites in the North of Minas.

 

5 -   Thus, Cemig, Gasmig and the government of Minas Gerais reaffirm their commitment to bring natural gas to the Minas Triangle.

 

The Executive Board.

 

Belo Horizonte, March 31, 2011.

 

Luiz Fernando Rolla

 

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

 

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.     Presentation - Earnings Release: CEMIG’s 2010 Results — CEMIG, March 31, 2011

 

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IR Contacts

Chief Finance and

Investor Relations Officer

Luiz Fernando Rolla

 

General Manager, Investor Relations

Antônio Carlos Vélez Braga

 

Investment Market Manager

Stefano Dutra Vivenza

 

Tel +55 (31) 3506-5024

Fax +55 (31) 3506-5026

ri@cemig.com.br

http://ri.cemig.com.br/

 

 

EARNINGS RELEASE

Cemig H

 

Mr. Djalma Bastos de Morais, CEO:

“To meet the targets in our Strategic Plan, we have invested, and

grown, in a balanced manner, in electricity generation, distribution and

transmission.”

 

Mr. Luiz Fernando Rolla, CFO:

“In 2010 we have continued to provide consistent and robust cash flow.”

 

Highlights:

 

R$4.5bi

 

Record Ebitda

 

 

 

R$2.3bi

 

Net income

 

 

 

R$12.9bi

 

Net revenue

 

 

 

R$3.0bi

 

Cash position

 

 

 

66,255

 

Total sales, GWh

 

 

 

 

 

 

                     

 

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Summary

 

— SHARE PRICE APPRECIATION

9

 

 

— ECONOMIC SUMMARY

9

 

 

— THE ECONOMIC CONTEXT

9

 

 

— CEMIG’S ELECTRICITY MARKET

13

 

 

— THE ELECTRICITY MARKET OF CEMIG GT

16

 

 

— THE ELECTRICITY MARKET OF CEMIG D

18

 

 

— THE ELECTRICITY MARKET OF LIGHT

18

 

 

— TARIFF REVIEWS OF CEMIG GT AND CEMIG D

19

 

 

— REVENUE FROM SUPPLY OF ELECTRICITY

22

 

 

REVENUE FROM WHOLESALE ELECTRICITY SALES

23

 

 

— REVENUE FROM USE OF THE ELECTRICITY SYSTEMS

23

 

 

REVENUE FROM USE OF THE ELECTRICITY DISTRIBUTION SYSTEMS (TUSD)

23

 

 

— REVENUE FROM USE OF THE TRANSMISSION GRID

24

 

 

— EBITDA

25

 

 

EBITDA FROM THE PRINCIPAL COMPANIES

26

 

 

— PROFIT IN THE PERIOD

26

 

 

— TAXES APPLICABLE TO OPERATIONAL REVENUE

27

 

 

— OPERATIONAL COSTS AND EXPENSES (EXCLUDING FINANCIAL REVENUE/EXPENSES)

29

 

 

— FINANCIAL REVENUES(EXPENSES)

32

 

 

— INCOME TAX AND SOCIAL CONTRIBUTION TAX

34

 

 

— APPENDIX

35

 

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— Disclaimer

 

Certain statements in this material may represent expectations about future events or results that are subject to risks and uncertainties that may be known or unknown. There is no guarantee that events or results referred to in these expectations will in fact take place.

 

These expectations are based on current assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, market conditions in the electricity sector, and expected future results, many of which are not under Cemig’s control.

 

Important factors that can lead to significant differences between actual results and projections about future events or results include: Cemig’s business strategy; Brazilian and international economic conditions; technology; Cemig’s financial strategy; changes in the electricity sector; hydrological conditions; conditions in the financial and electricity markets; uncertainty on our results from future operations; plans; objectives; and other factors. Because of these and other aspects, Cemig’s future results may differ significantly from those indicated in or implied by such statements.

 

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The information and opinions contained herein should not be understood as a recommendation to potential investors, and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemig’s professionals nor any of their related parties or representatives shall have any liability for any losses that may result from the use of the content of this presentation.

 

To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could originate different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) and in the 20-F form filed with the U.S. Securities and Exchange Commission (SEC)

 

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Ms. Dorothea Werneck, Chair of the Board of Directors of Cemig, comments:

 

“ Our 2010 results show the success of our Strategic Plan, which is placing Cemig as a leader in the consolidation of Brazil’s electricity sector.

 

The growth in all our businesses has benefited from the continuing expansion of the economy of Minas Gerais, and also from the acquisitions we have made, which together with our increasingly efficient structure have enabled us to gain speed of action in an increasingly dynamic sector. Serving more than 10 million consumers and with a presence in 20 states of Brazil and in Chile, Cemig is now a world-class company, and its inclusion for the 11th consecutive year in the Dow Jones Sustainability World Index shows that it is possible to grow and add value not only for shareholders, but for all those we serve, with social responsibility and respect for the environment. We reiterate our commitment to invest with profitability and focus in the electricity sector, in the certainty that this is the right strategy for adding value to the investments of our shareholders. ”

 

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

 

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“ 2010 was a year of superior achievement. To meet the targets in our Strategic Plan, we have invested, and grown, in a balanced manner, in electricity generation, distribution and transmission, always with the focus on value accretion for our shareholders.

 

The exceptional results achieved in 2010 reflect the success of our growth model which, by focusing on the long term, enables Cemig to present growing results, with a portfolio of businesses that is balanced and has low risk.

 

After successfully making a series of acquisitions, Cemig is in an excellent position in a context of strong economic growth, as has been shown by the expansion of our consumer market, which reported consolidated sales volume of 66,255 GWh, and of our economic results, which returned a profit of R$ 2.3 billion.

 

We continue to “do our homework”, bringing our management practices into the companies that we have acquired, and helping to improve their results through focus on operational excellence — as is shown by the increases in their margins.

 

Finally, the results show that we are on the right path, and that the decisions taken in the last few years are constantly adding value to our businesses, making Cemig a company that is stronger and more solid every day, with efficient corporate management. ”

 

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Cemig’s Chief Financial Officer, Luiz Fernando Rolla, says:

 

“ In 2010 we continued to provide consistent and robust cash flow, as a result of our operations, which aim to add value for our  shareholders. With our policy of maintaining high levels of operational efficiency, we were able to achieve Ebitda of R$ 4.5 billion.

 

This new level of results reflects the correctness of our strategy of growing through acquisitions and new projects, within the process of consolidation of the sector. Although the Cemig Group now has as many as 58 companies, and has partnerships in 10 consortia, it presents operations that are synergetic, increasingly profitable, positioned with lower risk, and show greater stability — and results that are always growing over the long term.

 

Even after making the payments in 2010 for our acquisitions and for distribution of dividends, we continue to maintain a solid balance sheet, also reflected in our robust cash position of R$ 3 billion — which makes it possible to carry out our Long-term Strategic Plan, maintain our dividend policy, successfully administer our debt, and carry out our planned capital expenditure, including those investments that are associated with opportunities for acquisitions.

 

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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 all our other stakeholders.

 

This release summarizes the key points of our 2010 results.”

 

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— Share price appreciation

 

 

 

 

 

 

 

Close of

 

Close of

 

 

 

Cemig securities

 

Ticker

 

Currency

 

2009

 

2010

 

Change

 

Cemig PN

 

CMIG4

 

R$

 

26.12

 

26.71

 

2

%

Cemig ON

 

CMIG3

 

R$

 

19.60

 

20.75

 

6

%

ADR PN

 

CIG

 

US$

 

15.65

 

16.59

 

6

%

ADR ON

 

CIG.C

 

US$

 

11.86

 

12.44

 

5

%

Cemig PN (Latibex)

 

XCMIG

 

 

12.57

 

12.30

 

–2

%

 

— Economic Summary

 

 

 

2010

 

2009

 

Change, %

 

Electricity sold, GWh

 

66,255

 

60,909

 

9

%

Gross revenue

 

18,958

 

17,895

 

6

%

Net sales revenue

 

12,863

 

12,158

 

6

%

Ebitda

 

4,543

 

4,586

 

-1

%

Net income

 

2,258

 

2,134

 

6

%

 

— The economic context

 

Brazil’s economic growth in 2010 — 7.5% — was higher than the world average and also that of Latin America, reflecting the country’s strong recovery from the recession of 2009. The strong Brazilian GDP was responding to the recovery of the world economy, which in return was mainly

 

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fired by the emerging economies, and also by Brazil’s strong domestic demand.

 

Sources: Brazilian Geography and Statistics Institute (IBGE), Finance Ministry.

 

Chart:

Brazilian annual GDP growth in the years 2003 through 2010, and the Finance Ministry’s forecast estimates for the next 4 years.

 

These are averages for four-year periods:

 

·     2003 – 2006 è 3.5%

·     2007 – 2010 è 4.53%

·                  2011 – 2014 è 5.89%

 

As from the second half of 2009, and for the whole of 2010, the rate of growth of industrial production in Minas Gerais — the source of the greater part of Cemig’s consolidated revenue — was stronger the growth rate of Brazil as a whole.

 

This reflects the voluminous investments announced and in progress in Minas Gerais — led by the auto industry, metalworking industries, mining, consumer goods and construction.

 

Surveys of Minas entrepreneurs show high levels of confidence in the outlook for the state, which is likely to further motivate increasing investments in Minas Gerais in the short and medium term.

 

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Industrial output volume index – Monthly with seasonal adjustment

Base: 2002 average = 100.

 

Source: Brazilian Geography and Statistics Institute (IBGE).

 

Growth in industrial production in Minas Gerais in 2010 (15%) was higher than the figure for all of Brazil (10.5%), and the fourth highest among Brazilian states.

 

In line with the growth in GDP and industrial production, Brazilian electricity consumption expanded by 7.8% in 2010 — one of the largest year-on-year growth rates ever. There has also been a historical trend to high growth in Minas Gerais, with total expansion of 36.5% in the last 8 years, with an annual average of 4.6%.

 

Source: EPE (Energy Research Company).

 

Brazilian electricity consumption in 2010 was its highest in 8 years, at 419,016 GWh

 

The very strong growth in Brazilian domestic demand, of 10.3%, created a mismatch between the growth of

 

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domestic absorption and the capacity for expansion of supply, leading the Central Bank to take some cautionary tightening measures, to favor sustainable growth, and further increase the robustness of the Brazilian financial system. Inflation measured by the IPCA (Expanded Consumer Price) index, was 5.91% over the whole year, within the target range of 2.5% to 6.5% set by the National Monetary Council. The Selic rate (the interest rate adopted by the monetary authority) was 10.75% at the end of the year. The increase in inflation is also a reflection of the great volatility of prices in the food and beverage sector, created by very high rainfall which had a negative effect on that sector’s production. Increases in prices of commodities, from September, in line with the recovery of economic growth worldwide, also contributed to the inflationary pressures.

 

The balance of payments was a surplus, portraying the large historic increase in foreign direct investment (FDI), and the expansion of both exports and imports. In spite of the fall in the trade balance due to the higher proportional increase in imports than in exports, the international reserves — which reached US$310 billion in March 2011 — provide greater security and reliability for foreign investors.

 

The expected benign outlook for Brazil in the coming years calls for careful attention from policymakers to

 

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economic variables, harmony between the governments policies, and investments in physical and human infrastructure.

 

— Cemig’s electricity market

 

We refer to Cemig’s market as the total sales of electricity by Cemig D, Cemig GT consolidated (Cemig GT, plus Cachoeirão, Pipoca and the proportionate holdings in the Parajuru, Morgado and Volta do Rio wind farms); the subsidiaries and affiliates (Horizontes, Ipatinga, Sá Carvalho, Barreiro, Cemig PCH, Rosal and Capim Branco); and Light (in proportion to Cemig’s holding).

 

These include sales both to captive consumers and free clients, in the concession area of Minas Gerais and outside the State, and also the sale of electricity to other agents of the electricity sector in the Free and Regulated Markets, and the sales under the Proinfa program to encourage alternative electricity sources, and on the CCEE (wholesale market) — eliminating transactions between companies of the Cemig group.

 

In 2010, Cemig sold a total of 66,255 GWh, 9% more than in 2009 (60,909).

 

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The figure includes a large volume of electricity sold to industrial consumers, totaling 24,826 GWh — the result of the strong economic growth and of Cemig’s position as leader in the free market in electricity in Brazil. Another highlight is our sales under the Proinfa program, which grew by 319% — to 84 GWh — in 2010, reflecting the startup of the wind farms in Ceará in which Cemig bought stakes in 2009.

 

 

 

MWh

 

Consolidated sales volume

 

2010

 

2009

 

Change

 

Residential

 

9,944,272

 

9,744,437

 

2

%

Industrial

 

24,826,143

 

22,637,786

 

10

%

Commercial, services and others

 

6,227,336

 

6,197,419

 

0

%

Rural

 

2,466,451

 

2,220,658

 

11

%

Public authorities

 

1,082,741

 

1,070,831

 

1

%

Public illumination

 

1,220,491

 

1,226,347

 

0

%

Public service

 

1,360,002

 

1,338,223

 

2

%

Subtotal

 

47,127,436

 

44,435,701

 

6

%

Own consumption

 

53,417

 

51,555

 

4

%

 

 

47,180,853

 

44,487,256

 

6

%

Wholesale supply to other concession holders (*)

 

14,204,530

 

13,859,700

 

2

%

Transactions in energy on the CCEE

 

4,785,039

 

2,541,878

 

88

%

Sales under the Proinfa program

 

84,771

 

20,245

 

319

%

Total

 

66,255,193

 

60,909,079

 

9

%

 


( * ) Includes Regulated Market Electricity Sale Contracts (CCEARs) and “bilateral contracts” with other agents.

 

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Sales to final consumers

 

The total volume of electricity sold to final consumers in 2010 was 47,127 GWh, or 6% more than the 44,487 GWh sold in 2009. Highlights are the industrial consumer category, representing 53% of total sales, which grew by 10% from 2009, and the rural category, which grew 11%.

 

The growth in all the types of final consumer reflects the expansion of the domestic market and the continuing recovery in productive activity.

 

This chart shows the breakdown of the Cemig Groups sales to final consumers:

 

 

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— The electricity market of Cemig GT

 

Cemig GT sold 36,440 GWh in 2010, 6% more than in 2009 (34,268 GWh). This level of sales is the result of Cemig’s sales and business strategy, and its position as the largest wholesale supplier in the Brazilian market.

 

The quantity of electricity sold to other concession holders, and under ‘bilateral contracts’, was 3% lower. This mainly reflects the lower volume of electricity traded in the Regulated Market (CCEAR contracts), due to the completion of some contracts, and redirection of their electricity to industrial clients.

 

 

 

 

 

Consolidated MWh (**)

 

 

 

(Not reviewed by external auditors)

 

Description

 

2010

 

2009

 

Change

 

Industrial

 

18,644,010

 

16,418,684

 

14

%

Commercial

 

56,067

 

4,722

 

1087

%

 

 

18,700,077

 

16,423,406

 

14

%

Wholesale supply to other concession holders (*)

 

15,253,926

 

15,792,446

 

-3

%

Transactions in energy on the CCEE

 

2,401,305

 

2,031,791

 

18

%

Sales under the Proinfa program

 

84,771

 

20,245

 

319

%

Total

 

36,440,079

 

34,267,888

 

6

%

 


( * ) Includes Regulated Market Electricity Sale Contracts (CCEARs) and “bilateral contracts” with other agents.

 

In 2010 Cemig GT traded a total of 167,693 GWh — including both sales and purchases — in electricity auctions. It held 77 auctions, and took part in a further 55 auctions held by other agents.

 

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(Not audited by external auditors)

Electricity (GWh)

 

 

Own — short term

 

322

 

 

 

Own — long term

 

96,572

 

 

 

Total, own energy

 

96,894

 

 

 

 

 

 

 

 

 

Third parties — short term

 

881

 

 

 

Third parties — long term

 

69,918

 

 

 

Total, third parties

 

70,799

 

 

 

Overall total

 

167,693

 

 

 

Cemig GT decides its strategy for activity in the Free Market Auctions based on its own assumptions and premises, including a curve of future price forecasts, and by its Structural Balance Plan, which defines the availability that will be directed to the various agents of this market.

 

All transactions are analyzed considering best corporate governance practices, and the requirement to add value in the planned results, maximizing revenue and net income, as well as minimizing the volatility of operational cash flow.

 

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— The electricity market of Cemig D

 

Cemig D sold 25,037 GWh in 2010, 11% more than in 2009.

 

 

 

Consolidated MWh (**)

 

 

 

(Not reviewed by external auditors)

 

Description

 

2010

 

2009

 

Change

 

Residential

 

8,134,143

 

7,774,466

 

5

%

Industrial

 

4,757,191

 

4,826,009

 

-1

%

Commercial, services and others

 

4,775,770

 

4,642,166

 

3

%

Rural

 

2,455,112

 

2,208,247

 

11

%

Public authorities

 

762,207

 

718,070

 

6

%

Public illumination

 

1,067,876

 

1,057,666

 

1

%

Public service

 

1,113,789

 

1,070,536

 

4

%

Subtotal

 

23,066,088

 

22,297,160

 

3

%

Own consumption

 

35,505

 

34,844

 

2

%

 

 

23,101,593

 

22,332,004

 

3

%

Transactions in energy on the CCEE

 

1,935,630

 

219,494

 

782

%

Total

 

25,037,223

 

22,551,498

 

11

%

 

Consumption by the residential consumer category, at 25,037GWh, was 5% higher than in the previous year. The increase is associated with connection of new consumer units, and growth in private consumption by final consumers, reflecting the favorable conditions of the economy.

 

— The electricity market of Light

 

Light sold 21,492 GWh in 2010, 4% more than in 2009.

 

For more details on Light’s sales in 2010 see:

 

http://www.mzweb.com.br/light/web/arquivos/Light%20SA%20Release%204T10.pdf,

 

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— Tariff Reviews of Cemig GT and Cemig D

 

Tariff Reviews of Cemig GT

 

First Tariff Review

 

The first Review of Cemig GT’s Transmission Tariff, covering all of its asset base, was approved by the Council of Aneel on June 17, 2009. In it Aneel set the percentage for repositioning of the Company’s Permitted Annual Revenue (RAP) at 5.35%, backdated to 2005.

 

On June 1, 2010, Aneel granted and partially approved the Administrative Appeal filed by the Company, ordering a change in the repositioning of its first periodic Tariff Review from 5.35% to 6.96%.

 

Second Tariff Review

 

On June 8, 2010, Aneel homologated the result of the Second Review of Cemig GT’s tariffs, which set the repositioning of the Permitted Annual Revenue (RAP) at -15.88%, backdated to June 2009. This resulted in a requirement for reimbursement of R$ 75,568 to the users of the Transmission System during the July 2010 to June 2011 tariff cycle.

 

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Cemig D — Tariff Adjustment and Review

 

Tariff Adjustment of Cemig D

 

Aneel’s adjustment of the retail supply tariffs and TUSD (Tariff for Use of the Distribution System) of Cemig Distribuição S.A. (Cemig D), effective for April 2010 through March 2011, set different increases for different voltage levels — the average impact being an increase of 1.67%, in effect from April 8, 2010.

 

The resulting tariff adjustment now includes the effect of the improvements in procedures for calculating tariff adjustments put in place by the Third Amendment to the Concession Contracts. This amendment specifies neutrality of the non-controllable cost items of “Portion A” in relation to the sector charges.

 

— Protection of revenue — management of losses

 

Cemig D’s non-technical losses are currently around 2.24% of the amount of electricity injected into the distribution system. This is lower than the reference level set by Aneel in Cemig D’s Tariff Review, and well below the Brazilian national average, which is around 5.8%.

 

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To further improve the company’s capacity to react to the practice of irregularities and electricity losses, various measures have been taken, including measures to improve the tools for selection of targets for inspection in the Client Management System (SGC/SAP); to increase productivity in the process of charging and collection for irregular consumption; “bulletproofing” of revenue of medium- and large-scale consumers; replacement of approximately 80,000 obsolete meters; metering measurements on medium-voltage feeders; and other measures.

 

Operational revenue

 

This is the breakdown of operational revenues:

 

R$ million (R$ mn)

 

2010

 

2009

 

 

 

 

 

 

 

Revenue from supply of electricity (a)

 

14,954

 

15,008

 

Revenue from use of the electricity distribution systems (TUSD)

 

1,658

 

1,332

 

Revenue from use of the transmission grid (b)

 

1,555

 

903

 

Other operational revenues (c)

 

791

 

652

 

Deductions from operational revenues (d)

 

(6,095

)

(5,737

)

Net operational revenue

 

12,863

 

12,158

 

 

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— Revenue from supply of electricity

 

Revenue from supply of electricity in 2010 was R$ 14.953 billion, 0.4% lower than the revenue of R$ 15.008 billion in 2009.

 

Final consumers

 

Revenue from sales of electricity to final consumers (excluding Cemig’s own consumption) was R$ 13.352 billion (bn) in 2010, 0.9% more than in 2009 (R$ 13.233bn).

 

The main items affecting this result are:

 

Increase of 6.06% in the volume of energy invoiced to final consumers (excluding Cemig’s own consumption).

 

Average tariff 3.35% lower in 2010, at R$ 282.01/MWh vs. R$ 291.79/MWh in 2009. This is due to the higher volume of regulatory items included in the tariff in 2009 – for example the Extraordinary Tariff Recomposition (RTE), and non-controllable costs of the distribution company (CVA).

 

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Revenue from wholesale electricity sales

 

The volume of electricity sold to other concession holders was 2.49% higher year-on-year, at 14,204,530 MWh in 2010, compared to 13,859,700 MWh in 2009 – but for a lower average sale price, of R$ 101.72/MWh in 2010, vs. R$ 117.87/MWh in 2009, mainly reflecting the contracts made at adjustment auction sales to distributors, held only in 2009, with an average price of R$ 145.00/MWh. As a result, revenue from wholesale supply to other concession holders was 11.57% lower year-on-year, at R$ 1.444bn in 2010, compared to R$ 1.633bn in 2009.

 

— Revenue from use of the electricity systems

 

Revenue from use of the electricity distribution systems (TUSD)

 

The revenue of Cemig D and Light from the Tariff for Use of the Distribution Systems (TUSD) was 24.47% higher, at R$ 1.658bn, in 2010, than in 2009 (R$ 1.332bn). This revenue comes from charges made to Free Consumers on energy sold by other agents of the electricity sector, and its increase arises from a higher volume of transport of energy for free consumers, a consequence of the recovery of industrial activity and of migration of captive clients to the free market.

 

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Revenue from use of the transmission grid

 

This revenue was 72.20%, or R$ 611 million, higher in 2010, at R$ 1.555bn (compared to R$ 903 million in 2009).

 

This revenue is from the transmission capacity provided to the national grid, and also from the jointly-controlled transmission subsidiaries, among which we highlight the transmission groups known as TBE and Taesa.

 

The increase in this revenue in 2010 is mainly due to acquisition of interests in Taesa, in October 2009, and in May 2010 through a public offer to aqcuire shares, which increased these revenues in 2010.

 

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— Ebitda

 

Ebitda, R$ mn

 

2010

 

2009

 

Change, %

 

Net income

 

2,258

 

2,134

 

5.81

 

+  Provision for income tax and Social Contribution tax

 

564

 

1,131

 

(50.13

)

+  Financial revenues (expenses)

 

825

 

355

 

132.39

 

+  Depreciation and amortization

 

896

 

895

 

 

+  Minority interests

 

 

73

 

 

=  EBITDA

 

4,543

 

4,588

 

(0.98

)

Non-recurring items:

 

 

 

 

 

 

 

+  Settlement of legal action with industrial client

 

178

 

 

 

+  ICMS tax: low-income consumers

 

26

 

 

 

+    PDV Voluntary Retirement Program

 

40

 

206

 

(80.58

)

= ADJUSTED EBITDA

 

4,787

 

4,797

 

(0.15

)

(method of calculation not reviewed by external auditors)

 

Ebitda was not significantly different in 2010 from 2009: a reduction of 0.98%.

 

The main non-recurring items affecting Ebitda are:

 

Recognition of an expense of R$ 179mn in Cemig D, in 2010, arising from the settlement of a legal action brought by an industrial consumer, for reimbursement of the tariff increase introduced by the DNAEE during the Cruzado economic plan (of 1986).

 

Recognition of an ICMS tax expense in 2010 relating to the subsidy for the discount on tariffs for low-income consumers, in the amount of R$ 26mn, resulting from the

 

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decision to subscribe to the Tax Amnesty program put in place by the government of the Minas Gerais State.

 

Provisions, in 2010 and 2009, of R$ 40mn and R$ 206mn, respectively, for the Company’s Voluntary Retirement Program.

 

Ebitda from the principal companies

 

EBITDA PER COMPANY

 

CEMIG GT*

 

2,043

 

CEMIG D

 

1,177

 

LIGHT

 

376

 

GASMIG

 

67

 

TBE

 

194

 

TAESA

 

311

 

OTHERS

 

375

 

CONSOLIDATED

 

4,543

 

 

 

— Profit in the period

 

Cemig reported net incomeof R$ 2.258 billion in 2010, 5.81% more than its 2009 net income of R$ 2.124 billion.

 

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— Taxes applicable to operational revenue

 

The taxes applied to operational revenue in 2010 totaled R$ 6.095bn, compared to R$ 5.737bn in 2009, an increase of 6.24%. The main variations in these deductions from revenue between the two years are as follows:

 

The Fuel Consumption Account – CCC

 

Expenses on the CCC in 2010 were R$ 532mn, 7.91% more than their total of R$ 493mn in 2009. This charge is for the costs of operation of the thermal plants in the national grid and in the isolated systems. It is shared (pro-rated) between electricity concession holders, on a basis set by an Aneel Resolution.

 

This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. For the portion relating to transmission services the Company charges the CCC amount to Free Consumers on their invoices and passes it on to Eletrobrás.

 

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CDE – Energy Development Account

 

Expenses on the CDE in 2010 were R$ 423mn, 3.68% more than their total of R$ 408mn in 2009. These payments are specified by a Resolution issued by the regulator, Aneel. This is a non-controllable cost: in the distribution activity, the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. For the portion relating to transmission services the Company charges the CDE amount to Free Consumers on their invoices for use of the grid, and passes it on to Eletrobrás.

 

The other deductions from revenue are taxes, calculated as a percentage of amounts invoiced. Hence their variations are substantially proportional to the changes in revenue.

 

For a breakdown of the taxes applicable to revenues, please see Explanatory Note 23 to the consolidated financial statements.

 

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— Operational costs and expenses (excluding Financial revenue/expenses)

 

Operational costs and expenses (excluding Financial revenue (expenses)) totaled R$ 9.217bn in 2010, 8.86% more than in 2009 (R$ 8.467bn). This is mainly due to increases in the non-controllable costs of Electricity bought for resale. For more information please see Explanatory Note 24 to the Consolidated Financial Statements.

 

These are the main variations in expenses:

 

Electricity bought for resale

 

The total expense on Electricity bought for resale in 2010 was R$ 3.722bn, 16.35% more than in 2009 (R$ 3.199bn), mainly reflecting greater purchases by the distributors in the Regulated Market. This is a non-controllable cost: the difference between the amounts used as a reference for calculation of tariffs and the cost actually incurred is compensated for in the next tariff adjustment. There is a breakdown of this expense in Explanatory Note 24 to the Consolidated Financial Statements.

 

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Personnel

 

Total personnel expenses in 2010 were R$ 1.211bn, 8.12% less than in 2009 (R$ 853mn). This result is largely due to a much larger expense on the PDV Voluntary Retirement Program in 2009 (when it was put in place), with an expense in that year of R$ 206mn, compared to only R$ 40mn in 2010 (an adjustment of the provision made in 2009). This is associated with reduction of the aggregate number of employees (of the holding company, Cemig D and Cemig GT) from 9,746 at the end of 2009 to 8,859 at the end of 2010.

 

Charges for use of the transmission grid

 

The expense on charges for use of the transmission network in 2010 was R$ 729mn, 14.54% less than in 2009 (R$ 853mn).

 

These charges, set by an Aneel Resolution, are payable by electricity distribution and generation agents for use of the facilities that are components of the national grid. This is a non-controllable cost: the difference between the amounts used as a reference for calculation of tariffs and

 

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the cost actually incurred is compensated for in the next tariff adjustment.

 

Depreciation and amortization

 

The expense on depreciation and amortization was unchanged from 2009 to 2010, at R$ 896mn.

 

Post-employment obligations

 

The expense on post-employment obligations in 2010 was R$ 107mn, compared to R$ 150 million in 2009, a reduction of 28.67%. These expenses basically represent the interest applicable to Cemig’s actuarial obligations, net of the investment yield expected from the assets of the pension plans, estimated by an external actuary. This year the expense was reduced by higher expectation of returns on the assets of the Plan in 2010 in comparison with the obligations.

 

Operational provisions

 

Operational provisions in 2010 totaled R$ 138mn, 11.29% more than in 2009 (R$ 124mn). This mainly arose from settlement of a legal action, brought by an industrial consumer questioning a tariff increase made in 1986 by the

 

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Federal Water Authority (by DNAEE Ministerial Order 045/86). An expense of R$ 178mn was posted for this in 2010. Its effect is partially offset by a reversal in the provision for retirement premiums, of R$ 22mn, in 2010, compared to a provision of R$ 41 milhões em 2009. There is a breakdown on the provisions in Explanatory Note 24 to the consolidated financial statements.

 

Gas purchased for resale

 

Expenses on gas bought for resale in 2010 were R$ 225mn, 35.54% more than their total of R$ 166mn in 2009. This reflects the higher quantity of gas sold, due mainly in turn to greater operation of the thermal generation plants that are clients of Gasmig, in 2010.

 

— Financial revenues (expenses)

 

In 2010 the company posted net financial expenses of R$ 825mn, compared to net financial expenses of R$ 354mn in 2009. The main factors affecting this result were:

 

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Higher revenue from cash investments: R$ 392mn in 2010, 44.12% more than in 2009 (R$ 272mn), due to a higher volume of cash being invested in 2010.

 

Higher expenses on costs of loans and financings: R$ 1.075bn in 2010, compared to R$ 799mn in 2009. The higher figure reflects entry of new financings, one of the most important being the issue of R$ 2.7bn in Promissory Notes by Cemig GT in October 2009, settled in March 2010 wih the proceeds of a debenture issue in March 2010, of the same amount.

 

Increase in the expense on monetary variation on Loans and financings in Brazilian currency: R$ 144mn in 2010, compared to R$ 9mn in 2009. This reflects, substantially, the higher volume of funding raised, and also the change in inflation indices and other indexors of contracts on the company’s loans, financings and debentures — principally the IGP—M inflation index, which was 1.72% negative over the whole of 2009, and 11.32% positive over the whole of 2010.

 

For a breakdown of financial revenues and expenses, please see Explanatory Note 25 to the Financial Statements.

 

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— Income tax and Social Contribution tax