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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 2013

 

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: Aneel Published the Results of the Third Tariff Review of Cemig Distribuição S.A., April 5, 2013

 

 

 

2.

 

Market Announcement: Aneel Approves Transfer of Control of Transmission Companies, April 9, 2013

 

 

 

3.

 

Summary of Decisions of the 564th Meeting of the Board of Directors, April 11, 2013

 

 

 

4.

 

Extraordinary General Meeting of Shareholders - 05/23/13: Convocation and Proposal by the Board of Directors, April 11, 2013

 

 

 

5.

 

Presentation: Results of the Tariff Review of Cemig Distribuição S.A.

 

 

 

6.

 

Market Announcement: New Treatment for CVA Amounts in Cemig Distribuição S.A., April 18, 2013

 

 

 

7.

 

Convocation and Proposal by the Board of Directors to the AGM to be held on April 30, 2013 (with Appendix), dated March 27, 2013

 

 

 

8.

 

Notice to Stockholders: Proposal to the AGM to be held on April 30, 2013, dated April 9, 2013

 

 

 

9.

 

Summary of Decisions of the 565th Meeting of the Board of Directors, April 23, 2013

 

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SIGNATURES

 

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

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

Date: April 24, 2013

 

 

 

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1. Market Announcement: Aneel Published the Results of the Third Tariff Review of Cemig Distribuição S.A., April 5, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

Aneel announces result of Tariff Review of Cemig D

 

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with CVM Instruction 358 of January 3, 2002, as amended, hereby publicly informs the Brazilian Securities Commission (CVM), the São Paulo Stock, Commodities and Futures Exchange (BM&F Bovespa S.A.) and the market in general, as follows:

 

At its public meeting held today the Brazilian electricity sector regulator, Aneel (Agência Nacional de Energia Elétrica), published the results of the Third Tariff Review, which will result in positive repositioning of the tariffs of Cemig Distribuição S.A.

 

These tariffs will take effect as from April, 2013. The average effect for consumers will be an increase of 2.99%. This effect comprises one part reflecting the revision per se, and one part comprising the associated financial components.

 

In this decision, Aneel is applying the effects of Decree 7945/12, which governs the use of the funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE) to attenuate distributors’ costs of acquisition of electricity in the Electricity Trading Chamber (Câmara de Comercialização de Energia Elétrica, or CCEE) as a result of the unfavorable hydrological conditions, which have led to the dispatching of thermal generation plants.

 

The Decree aims to reduce the impact of the adjustment. For Cemig D, it limits the adjustment to 3%. The amount that exceeds this percentage will be passed through in a single payment, within 10 business days from the date of publication of the Homologating Resolution confirming this review. The amount of these funds, coming from the CDE, will be decided by Aneel within this period, and will be reimbursed by consumers over 5 years, updated by the IPCA inflation index.

 

It is noted that the application of the adjustment will not be uniform for all types of consumer, and that consumers’ tariffs will also be affected by the new tariff structure, which is a sub-process of the Tariff Review. Another item established in the Review process is the multiple known as the “X Factor”, which contains the XPd Factor (representing productivity) and the XT (for transition) Factor. These have been calculated to be 1.15% and 0.68%, respectively.

 

According to the statement of calculation received by Cemig after the homologation of the result of the Tariff Review by the meeting of the Council of Aneel, the Net Regulatory Remuneration Base was R$ 5,511,767,731.07, and the Gross Regulatory Remuneration Base was R$ 15,355,842,946.29.

 

Belo Horizonte, April 5, 2013.

 

Luiz Fernando Rolla

Chief Finance and Investor Relations Officer

 

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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2. Market Announcement: Aneel Approves Transfer of Control of Transmission Companies, April 9, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

Aneel approves transfer of control of transmission companies

 

Complementing its Material Announcement of May 17, 2012, Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in accordance with CVM Instruction 358 of January 3, 2002, as amended, hereby publicly informs the Brazilian Securities Commission (CVM), the São Paulo Stock, Commodities and Futures Exchange (BM&F Bovespa S.A.) and the market in general, as follows:

 

On today’s date the regulatory authority of the Brazilian electricity industry, Aneel (National Electricity Agency) approved the transfer of stockholding control, to Transmissora Aliança de Energia Elétrica S.A. (Taesa), of the following companies holding electricity transmission concessions:

 

(1)               Transfer of direct stockholding control:

 

Empresa Catarinense de Transmissão de Energia S.A.

 

 

ECTE,

Empresa Regional de Transmissão de Energia S.A.

 

 

ERTE,

Empresa Norte de Transmissão de Energia S.A.

 

 

ENTE,

Empresa Paraense de Transmissão de Energia S.A.

 

 

ETEP,

Empresa Amazonense de Transmissão de Energia S.A.

 

 

EATE and

Empresa Brasileira de Transmissão de Energia S.A.

 

 

EBTE;

 

(ii)              Transfer of indirect stockholding control (by Cemig and its wholly-owned subsidiary Cemig Geração e Transmissão S.A. Cemig GT.)

 

Sistema de Transmissão Catarinense S.A.

 

 

STC,

Lumitrans — Companhia Transmissora de Energia,

 

 

 

 

Empresa Santos Dumont de Energia S.A.

 

 

ESDE, and

Empresa de Transmissão Serrana

 

 

ETSE,

 

Final conclusion of the transfer of the assets (“the Restructuring”) is still subject to consent from the financing banks, including in particular the Brazilian Development Bank (BNDES).

 

On the date of completion of the Restructuring, Taesa will disburse R$ 1.732 billion, updated by the CDI rate from December 3, 2011, less dividends and/or Interest on Equity already declared, whether already paid or not.

 

Belo Horizonte, April 9, 2013.

 

Luiz Henrique Michalick

Acting Chief Finance and Investor Relations Officer

Companhia Energética de Minas Gerais — Cemig

 

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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3. Summary of Decisions of the 564th Meeting of the Board of Directors, April 11, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY

CNPJ 17155.730/0001-64  —  NIRE: 31300040127

 

BOARD OF DIRECTORS

 

Meeting of April 11, 2013

 

SUMMARY OF PRINCIPAL DECISIONS

 

The Board of Directors of Cemig (Companhia Energética de Minas Gerais), at its 564th meeting, held on April 11, 2013, decided the following:

 

1.                          Limits of financial covenants in the by-laws.

 

2.                          Calling of an Extraordinary General Meeting of Stockholders, to be held on May 23, 2013 at 11 a.m.

 

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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4. Extraordinary General Meeting of Shareholders - 05/23/13: Convocation and Proposal by the Board of Directors, April 11, 2013

 

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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 May 23, 2013 at 11 a.m. at the company’s head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on:

 

Ratification of the target in Subclause ‘d’ of Paragraph 7 of Article 7 of the Company’s by-laws being exceeded in 2012.

 

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 6406/76, as amended, and the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by May 20, 2013, 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 Office at Av. Barbacena 1200, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, or showing them at the time of the meeting.

 

Belo Horizonte, April 11, 2013.

 

 

Dorothea Fonseca Furquim Werneck

Chair of the Board of Directors

 

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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PROPOSAL

BY THE BOARD OF DIRECTORS TO THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 23, 2013.

 

Dear Stockholders:

 

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

 

— whereas:

 

a)             Cemig’s long-term strategic plan contains the long-term strategic planning, fundamentals, targets, objectives and results to be pursued and achieved by the Company, and its dividend policy, and it is the responsibility of the Board of Directors and of the Executive Board faithfully to obey and comply with the targets established in § 7 of Article 11 of the by-laws, notably the target limiting the consolidated amount of funds allocated to capital investment and acquisition of any assets, in a business year, to the equivalent of a maximum of 40% (forty per cent) of the Company’s Ebitda (profit before interest, taxes, depreciation and amortization);

 

b)             the opportunities and needs for investments that became available to the Cemig Group led to a volume of investments in 2012 equivalent to 54% of Ebitda, thus higher than the target limit mentioned in subclause ‘a’ above;

 

b)             exceeding of the limit arose principally from the increase in the Company’s Program of Investments in 2012, among which highlights are:

 

·                  acquisition of a stockholding in Unisa — União de Transmissoras de Energia Elétrica Holding S.A by Transmissora Aliança de Energia Elétrica S.A. — Taesa;

·                  acquisition by Cemig of a stockholding in  Companhia de Gás de Minas Gerais — Gasmig;

·                  updating of and improvements to the generation equipment and transmission system of Cemig Geração e Transmissão S.A., and, further,

·                  the Distribution Development Plan (PDD) of Cemig Distribuição S.A.;

 

— now proposes to you as follows:

 

Ratification of the Company having, in 2012, exceeded the limits specified in subclause “d” of Paragraph 7 of Article 11 of the by-laws, corresponding to: the consolidated amount of funds destined to capital expenditure and acquisition of any assets of the Company being equivalent to a maximum of 54% (fifty four per cent) of the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization).

 

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

 

Belo Horizonte, April 11, 2013.

 

Dorothea Fonseca Furquim Werneck

Joaquim Francisco de Castro Neto

Djalma Bastos de Morais

Paulo Roberto Reckziegel Guedes

Arcângelo Eustáquio Torres Queiroz

Saulo Alves Pereira Junior

Eduardo Borges de Andrade

Wando Pereira Borges

Fuad Jorge Noman Filho

Bruno Magalhães Menicucci

Guy Maria Villela Paschoal

Leonardo Maurício Colombini Lima

João Camilo Penna

Newton Brandão Ferraz Ramos

 

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5. Presentation: Results of the Tariff Review of Cemig Distribuição S.A.

 

13



Results of the Third Cycle Tariff Review for Cemig Distribuição S.A. April 18, 2013

 


Disclaimer Some statements and estimates in this material may represent expectations about future events or results that involve risks and uncertainties known and unknown. There is no guarantee that the events or results referred to in these expectations will occur. These expectations are based on present assumptions and analyses from the viewpoint of our management, based on their experience, the macroeconomic environment, market conditions in the energy sector and our 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 energy sector, hydrological conditions, conditions in the financial markets, uncertainty regarding future results of operations, plans and objectives as well as other factors. Because of these and other factors, our actual results may differ significantly from those indicated in or implied by these statements. 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 truthfulness, or completeness as of the date hereof 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 lead to different results from those estimated by Cemig, please consult the section on Risk Factors included in our Formulário de Referência filed with the Brazilian Securities Commission–CVM, and in Form 20-F filed with the U.S. Securities and ExchangeCommission –SEC. All figures are in BR GAAP. 2

 


Cemig D: 3rd Tariff Review 2.99% TARIFF REPOSITIONING New Structure TARIFF STRUCTURE 1.83% X FACTOR (Pd + T) 3

 


Accumulated Depreciation Assets Depreciated (R$ 9.8 bn) “Special obligations” (R$ 6.3 bn) + Depreciated assets (R$ 3.1 bn) Net Regulatory Remuneration Base (BRR) (R$ 5.5 bn) Gross BRR R$ 15.3 bn Base of total assets R$ 24.7 bn R$ 9.4 bn Reference company R$ 1.714 bn Operational costs R$ 1.9 bn Default R$ 55 mn Other Assets quota R$ 147 mn Remuneration base; OPEX Previous BRR: R$5.1 bn Increase in BRR: R$ 400 mn 4

 


The Luz para Todos Program Cemig D Amounts in R$ Tranche Historic unit vale Unit value updated by IGP–M to Dec. 2012 Number of new users connected Investment by Eletrobrás–historic values Investment by Eletrobrás–updated 2nd 6,100.00 9,265.68 9,405 57,370,500 87,143,740 3rd 7,900.67 9,926.29 65,090 514,254,610 646,101,942 4th 8,970.23 10,608.72 23,519 210,970,839 249,506,409 Sum 98,014 782,595,950 982,752,092 Weighted average 7,984.53 10,026.65 –The “Prudence of investments” Criterion has not yet been regulated. The use of a single criterion to define prudence could generate divergent results. It is essential that the reasonableness of these results should be attested to by other parameters. AMOUNT HOMOLOGATED BY SFF (APRIL 1, 2013): R$ 5,322.04 5

 


Replenishment Quota R$ 590 mn Remuneration of Capital R$ 587 mn Default R$ 55 mn PMSO R$ 1.7 bn R$ 5.2 bn Other Assets quota R$ 147 mn Sector charges R$ 635 mn Purchase of electricity for resale R$ 4.2 bn Cost of transport of electricity R$ 361 mn R$ 3.0 bn X Factor = 1.83% XPd = 1.15% Xt = 0.68% Portion A Portion B Values of Portion A, Portion B and X Factor Delta X (2CRTP) - R$ 90 mn 6

 


Regulatory P/L and Ebitda Regulatory Ebitda (April 2013 to March 2014) R$ 1.379 bn Remuneration of Capital R$ 587 mn + Other Assets quota R$ 147 mn Replenishment Quota R$ 590 mn Inadimplência R$ 55 mn Delta X (2CRTP) (- R$ 90 mn) Ebitda with Delta X: R$ 1.289 BI Tariff reasonableness Other revenues (-R$ 40 mn) * Delta X: Return to consumers for investments not realized in the 2nd Tariff Review. 7

 


Portion A rose 22.3%; Portion B diminished 26.5% R$ million RTE Jan. 2013 RTP Apr. 2013 Change, % 667 R$ 635 R$ -4,8% 355 R$ 361 R$ 1,8% 3.263 R$ 4.245 R$ 30,1% 4.285 R$ 5.241 R$ 22,3% 1.917 R$ 1.769 R$ -7,7% 2.194 R$ 1.324 R$ -39,7% 4.111 R$ 3.093 R$ -24,8% NA 3.003 R$ 4.042 R$ 2.969 R$ -26,5% 8.210 R$ 40 R$ 8.132 R$ TARIFF REPOSITIONING INDEX 0,47% 4. Financial Components 74 R$ 211 R$ REPOSITIONING INDEX WITH FINANCIAL COMPONENTS 3,06% Financial components, previous year 0,91% AVERAGE EFFECT FOR THE CONSUMER 2,99% NA 0,68% 0,14% 1,15% Annual cost of assets (CAA) Portion B (VPB) Portion B with adjustment of 2CRTP (R$ 90MM) Portion B with market adjustment TARIFF REPOSITIONING (million) Cost of Administration, Operation and Maintenance (CAOM) PORTION A CALCULATION SPREADSHEET OF 2013 TARIFF REVIEW PORTION B SECTOR CHARGES (CES) TRANSPORT OF ELECTRICITY (CT) TOTAL ELECTRICITY PURCHASED (CE) PORTION A (VPA) 'T' COMPONENT OF THE X FACTOR 'Pd' COMPONENT OF X FACTOR 1. Revenue Required (RR) 2. Other revenue (OR) 3. Revenue Received (RV) X FACTOR 8

 


Appendix I Fin. Comp + CVA R$ 211 mn Fin. Comp. + CVA R$ 73 mn Actual Revenue R$ 8.132 BI IMPACT FOR CONSUMERS +2.99% Revenue requested R$ 8.170 BI Appendix I (Tariffs actually invoiced) Appendix II The tariffs in Appendix II cover only repositioning of the economic tariff and will constitute the base for subsequent tariff calculations, without taxes (ICMS, Pasep/Cofins). * Pass through via CDE of R$ 355 (Electricity CVA); could be more because the month of January 2012 has yet to be calculated. Period: 10 business days. Consumers will reimburse this passthrough as from 2014 in 5 years, updated by the IPCA index. Repositioning and Impact on Tariffs CVA R$ 343 mn * Decree 7945/2012 APPENDIX II (Repositioning) +0.47% With previous market: R$ 8.332 bn Gaain in revenue: R$ 47mn 9

 


Effect measured by consumer subgroup and type Subgroup and Type Average effect Average effect Free A2 (88 to 138 kV) -37.00% -40.78% A3 (69 kV) -12.80% -22.28% A3a (30 kV to 44 kV) 1.83% -9.86% A4 (2.3 kV to 25 kV) 12.09% -26.29% AS (Underground) 26.62% -26.29% B1 average (Residential and Low Income ) 4.99% B1 Residential, Full 4.87% B1 Residential, Low Income 6.30% B2 (Low voltage Rural) 9.56% B3 (Low voltage Other categories) 9.56% B4 (Low voltage Public Illumination) 9.56% TOTAL 2.99% -33.22% GROUP Change A -4.83% B 6.98% A+B 2.99% 10

 


The coverage of operational costs, given by the Reference Company, in 2008, was R$ 1.209 bn. Updating of Reference Company to 2013 generates a coverage of R$ 1.714 bn. Cemig D has a background of diminishing coverage (R$ 20mn/year)–such that in 2018 the coverage will be R$ 1.634 mn. Custos Operacionais Description - Coverage in 2013 Total Pessoal Materials and Services OPEX 2CRTP - Original 1,209,251,202 OPEX 2CRTP - Adjusted 1,109,874,234 735,881,572 373,992,662 OPEX 2CRTP - Monetary updating by 3CRTP 1,476,198,207 974,729,865 501,468,343 OPEX 2CRTP - With growth of products 1,785,620,582 1,179,040,660 606,579,922 OPEX 3CRTP 1,714,054,099 1,131,785,496 582,268,603 Consumers' Council 183,566 OPEX (Including Consumers' Council) 1,714,237,665 Description - Coverage in 2018 Lower limit Center Upper limit Efficiency 48.23% 58.03% 68.23% OPEX 3CRTP - 2ª Phase (Interval) 1,154,885,763 1,389,550,504 1,633,793,397.80 11 Tenho dúvidas qto a manutenção deste slide

 


Cost of distribution 26.8% Cost of electricity 38.3% Cost of transmission 3.3% Sector charges 5.7% ICMS 21.0% PIS and Cofins 5.0% Taxes 26.0% Composition of revenue from taxes Components in the Consumer Invoice–Cemig D average 12

 


Investor Relations Telefone: (55-31) 3506-5024 Fax: (55-31) 3506-5025 Email: ri@cemig.com.br Website: http://ri.cemig.com.br 13

 

 


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6. Market Announcement: New Treatment for CVA Amounts in Cemig Distribuição S.A., April 18, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

MARKET ANNOUNCEMENT

 

New treatment for CVA amounts in Cemig D

 

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby, in accordance with CVM Instruction 358 of January 3, 2002, as amended, publicly informs the Brazilian Securities Commission (CVM), the São Paulo Stock, Commodities and Futures Exchange (BM&F Bovespa S.A.) and the market in general, as follows:

 

·                 As per the decision given in a public meeting by the Council of Aneel, held on April 5, 2013, the balances of the Portion A Variation Account (CVA) associated with the period of January 2013, relating to the payments made of Regulated Market Electricity Sale Contracts (CCEARs), in the availability mode, will be incorporated into the amounts of the passthrough of the CDE to Cemig’s wholly-owned subsidiary Cemig Distribuição S.A., as determined by Decree 7945/2012.

 

·                 The amount to be added to the R$ 343 million already accounted for is approximately R$ 145 million.

 

Belo Horizonte, April 18, 2013.

 

Luiz Fernando Rolla

Chief Finance and Investor Relations Officer

 

Av. Barbacena 1200      Santo Agostinho      30190-131 Belo Horizonte, MG      Brazil      Tel.: +55 31 3506-5024     Fax +55 31 3506-5026

 

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

 

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7. Convocation and Proposal by the Board of Directors to the AGM to be held on April 30, 2013 (with Appendix), dated March 27, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

LISTED COMPANY

CNPJ 17.155.730/0001-64 - NIRE 31300040127

 

ORDINARY AND EXTRAORDINARY

GENERAL MEETINGS OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Ordinary and an Extraordinary General Meeting of Stockholders, to be held, concurrently, on April 30, 2013 at 11 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)                         Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

2)                         Allocation of the net profit for the year 2012, in the amount of R$ 4,271,685, and of the balance in the Retained Earnings account, in the amount of R$ 120,930,000.

3)                         Decision on the form and date of payment of dividends, in the amount of R$ 2,918,000.

4)                         Authorization, verification and approval of an increase in the Share Capital

from:

 

R$ 4,265,091,140.00

to:

 

R$ 4,813,361,925.00,

through issuance of:

 

R$ 109,654,157

new shares,

on capitalization of:

 

R$ 548,270,785.00, from absorption of the portions paid in 2012 as principal, updated to December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Earnings Compensation (CRC) Account,

·                  a stock dividend being distributed, consequently, to stockholders, of  12.854843355%,  in new shares, of the same type as those held, with nominal unit value of R$ 5.00.

 

5)                         Authorization for the Executive Board to:

·                  take the measures necessary for the stock dividend of 12.854843355%, in new shares, of the same type as those held and with par value of R$ 5.00, to holders of the shares making up the capital of R$ 4,265,091,140.00, whose names are on the company’s Nominal Share Register on the date of this General Meeting of Stockholders;

·                  sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;

·                  establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

·                  pay to the stockholders, proportionately, the result of the sum of the remaining fractions, jointly with the first installment of the dividends for the year 2012.

 

6)                         Changes to the Company’s by-laws, to:

a)             Make the change in drafting of the Head paragraph of Article 4º of the by-laws resulting from the above-mentioned increase in the Share Capital.

b)             Change the drafting of sub-clause ‘g’ of Item I and include sub-clause ‘n’ in Item XI, of the head paragraph of Article 22, to transfer the activity of Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

 

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

 

8)                         Election of the sitting and substitute members of the Board of Directors, due to their resignation.

 

9)                         Setting of the remuneration of the Company’s Managers.

 

Av. Barbacena 1200      Santo Agostinho      30190-131 Belo Horizonte, MG      Brazil      Tel.: +55 31 3506-5024     Fax +55 31 3506-5026

 

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

 

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10)                  Orientation of the vote of the representatives of Companhia Energética de Minas Gerais in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A., also to be held, concurrently, by April 30, 2013, as to the following matters:

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

b)             Proposal for allocation of the net profit for 2012, in the amount of R$ 191,365,000.

c)              Decision on the form and date of payment of dividends, in the amount of R$ 141,114,000.

d)             Change in the bylaws , redrafting sub-clause ‘g’ of Item I, and including a sub-clause ‘n’ in Item XI, of the head paragraph of Article 17, to transfer the activity of Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

e)              Election of the sitting and substitute members of the Board of Directors, due to the ending of their period of office.

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the current period of office.

 

11)                  Orientation of the vote of the representatives of Companhia Energética de Minas Gerais in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Geração e Transmissão S.A., also to be held, concurrently, by April 30, 2013, as to the following matters:

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

b)             Allocation of the net profit for the year 2012, in the amount of R$ 1,919,485,000, and of the balance in the Retained Earnings account, in the amount of R$ 108,309,000.

c)              Decision on the form and date of payment of dividends, in the amount of R$ 992,718,000.

d)             Changes to the by-laws, to change the drafting of sub-clause ‘g’ of Item I, and include sub-clause ‘n’ in Item XI, of the head paragraph of Article 17, to transfer the activity of Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

e)              Election of the sitting and substitute members of the Board of Directors, due to the ending of their period of office.

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the current period of office.

 

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

 

Any stockholder who wishes to be represented by proxy at this General Meeting of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and the sole paragraph of Clause 9 of the Company’s Bylaws, depositing, preferably by April 26, 2013, 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 producing them at the time of the meeting.

 

Belo Horizonte, March 27, 2013.

 

Dorothea Fonseca Furquim Werneck;

Chair of the Board of Directors

 

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PROPOSAL

BY THE

BOARD OF DIRECTORS

TO THE

ORDINARY AND EXTRAORDINARY

GENERAL MEETINGS OF STOCKHOLDERS

TO BE HELD, CONCURRENTLY, BY

APRIL 30, 2013

 

Dear Stockholders:

 

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

 

whereas:

 

a)             Article 192 of Law 6404 of 15-12-1976 as amended, and Clauses 27 to 31 of the by-laws, require the Board of Directors to make a proposal to the Ordinary General Meeting of Stockholders for allocation of the Company’s profit;

b)             the Company wishes to declare an additional dividend of R$ 666 million, further to the extraordinary dividends declared in December 2012;

c)              under an agreement between Cemig and the State of Minas Gerais, Cemig was authorized to retain amounts payable under Legal Action Nº 0024.02.747.991-4, in the amount of R$ 111,599,000, and allocate them as payment of dividends, as per Board Spending Decision (CRCA) 114/2012, of December 14, 2012;

d)             the Financial Statements for 2012 present net profit of R$ 4,271,685,000, and a balance of Retained earnings of R$ 120,930, arising from realization of the Reserve for Adjustments to Stockholders’ Equity;

e)              Clause 5 (“Incorporation to the Registered Capital”) of the Contract for Assignment of the Remaining Balance Receivable on the Earnings Compensation Account (“the CRC Account”), signed on May 31, 1995, between the state of Minas Gerais and Cemig, determines that the amounts in fact paid by the State of Minas Gerais as principal shall be incorporated into the Company’s Registered Capital as “Donations and Subventions for Investments”;

f)               the payments made in 2012 by the state of Minas Gerais in relation to the final installments of amortization of the Principal, adjusted in accordance with the Fifth Amendment to the Contract for Assignment of the Remaining Balance Receivable on the Results Compensation (CRC) Account, total R$ 548,270,785.00 (five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais);

g)              in 2009, a new Cemig Governance and Corporate Management Model was developed, among other objectives, to foster strategic alignment between companies of the “Cemig Group”, and to structure alternatives to strengthen the business vision in management of the holding;

h)             in August 2012 the Board of Directors approved the first Integrated Strategic Plan of the “Cemig group”, and the review of the Long-term Strategic Plan for 2012—2035;

i)                there is a need for the company to restructure its Ombudsman department, to further improve its interaction with its clients;

 

j)                Cemig Geração e Transmissão S.A. (“Cemig GT”) and Cemig Distribuição S.A. (“Cemig D”) are wholly-owned subsidiaries of Companhia Energética de Minas Gerais (“Cemig”) and will hold their Ordinary and Extraordinary Annual General Meetings by April 30, 2010;

 

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k)             Clause 21, § 4 sub-Clause “g”, of the by-laws of Cemig states:

“Clause 21…

§4          The following decisions shall require a vote by the Executive Board:

...

g)              approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Officer for Business Development and the Chief Officer for Finance and Investor Relations, of the statements of vote in the General Meetings of the wholly-owned and other subsidiaries, affiliated companies and in the consortia in which the Company participates, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the competency to decide on these matters shall be that of the General Meeting of Stockholders, and decisions must obey the provisions of these Bylaws, the decisions of the Board of Directors, the Long-term Strategic Plan and the Multi-year Strategic Implement Plan”;

 

now proposes to you as follows:

 

I)                           Distribution of net profit: That the net profit for 2012, in the amount of R$ 4,271,685,000 and the balance of retained earnings, in the amount of R$ 120,930,000, should be allocated as follows:

 

a)             R$ 170,603,000, or 3.99% of the net profit, to the Legal Reserve, in accordance with sub-clause “a” of the sole sub-paragraph of Clause 28 of the Bylaws, but such allocation being limited to the maximum percentage of 20.00% of the balance of the registered Share Capital, as per Article 193 of Law 6404/1976.

b)        R$ 2,918,107,000 should be allocated as dividends to the Company’s stockholders, as follows:

·                  R$ 1,700,000,000 in the form of Interest on Equity, as per Board Spending Decision (CRCA) 116/2012, to those stockholders whose names were on the company’s Nominal Share Register on December 21, 2012 — of this amount, R$ 686,000,000 was paid on March 5, 2013; and

·                  R$ 1,218,107,000 in the form of dividends for 2012, to those stockholders whose names are on the company’s Nominal Share Register on the day on which the Ordinary General Meeting of Stockholders is held.

c)         R$ 1,303,905,000 to be held in Stockholders’ equity in the Reserve under the by-laws account specified in Clause 28, paragraph 1, sub-clause ‘c’, and Clause 30 of the by-laws.

·                  the payments of dividends and Interest on Equity to be made in two installments, by June 30 and December 30, 2013, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.

 

Appendix 1 summarizes the calculation of the dividends proposed by Management, in accordance with the Bylaws.

 

II)                      Capital increase: Authorization, verification and approval of an increase in the share capital,

 

from:

R$4,265,091,140.00

 

(four billion two hundred sixty five million ninety one thousand one hundred forty Reais),

 

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to:                              R$4,813,361,925.00

 

(four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais),

though issuance of                 109,654,157

 

(one hundred nine million six hundred fifty four thousand one hundred fifty seven) new shares, each with

par value of                              R$

 

5.00

(five Reais),

of which                                  47,927,623

 

(forty seven million nine hundred twenty seven thousand six hundred twenty three) are nominal common shares,

and                                          61,726,534

 

(sixty one million seven hundred twenty six thousand five hundred thirty four) are nominal preferred shares,

through capitalization of

 

 

R$                

548,270,785.00

 

(five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais),

from             

 

 

absorption of the portions paid in 2012 as principal, updated to December 1995, in accordance with Clause 5 of the Contract for Assignment of the Outstanding Balance on the Earnings Compensation (CRC) Account,

· with consequent distribution to stockholders of a stock dividend, of

 

12.854843355%,

 

 

in new shares, of the same type as those held and each with

par value of R$

5.00

 

 

 (five Reais).

 

III)                 Consequent redrafting of the by-laws, changing the head paragraph of Clause 4, to the following:

 

“Clause 4              The company’s Share Capital is R$ 4,813,361,925.00 (four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais), represented by:

a)        420,764,708 (four hundred twenty million seven hundred sixty four thousand seven hundred eight) nominal common shares each with par value of R$ 5.00;

b)        541,907,677 (five hundred forty one million nine hundred seven thousand six hundred seventy seven) nominal preferred shares each with par value of R$ 5.00.”

 

IV)                  Stock dividend: Authorization for the Executive Board to take the following measures:

·                  to attribute a stock dividend of 12.854843355%, in new shares, of the same type as those held and with par value of R$ 5.00, to holders of the shares making up the capital of R$ 4,265,091,140.00, whose names are on the company’s Nominal Share Register on the date of the General Meeting of Stockholders that decides on this proposal;

·                  to sell on a securities exchange the whole numbers of nominal shares resulting from the sum of the remaining fractions, arising from the said stock dividend, and to share the net proceeds of the sale, proportionately, among the stockholders;

·                  to establish that all the shares resulting from the said stock dividend shall have the same rights as those shares from which they originate; and

·                  to pay to the stockholders, proportionately, the result of the sum of the remaining fractions, jointly with the first installment of the dividends for the year 2012.

 

V)                       Status of Ombudsman: Change in the by-laws, in sub-clause ‘g’ of Item I, and inclusion of a sub-clause ‘n’ in Item XI, of the head paragraph of Clause 22, to transfer the activity of the

 

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Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication, as follows:

 

“Clause 22:              Subject to the provisions of the previous clauses, the following are the functions and powers attributed to the members of the Executive Board:

 

I          To the Chief Executive Officer:

...

g)              to manage and direct the activities of internal auditing, the Corporate Executive Office, and strategic planning;

...

XI             To the Chief Institutional Relations and Communication Officer:

...

n)                 to carry out the function and activities of the Company’s Ombudsman”.

 

VI)                  Orientation of vote: That the representative of Cemig in the Ordinary and Extraordinary General Meetings of stockholders of Cemig D and Cemig GT, also to be held, concurrently, by April 30, 2013, should vote in favor of the matters on the agenda, that is to say the following:

 

Cemig D:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

b)             Proposal for allocation of the net profit for 2012, in the amount of R$ 191,365,000.

c)              Decision on the form and date of payment of dividends, in the amount of R$ 141,114,000.

d)             Change in the bylaws, redrafting sub-clause ‘g’ of Item I and including a sub-clause ‘n’ in Item XI, of the head paragraph of Clause 17, to transfer the activity of the Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

e)              Election of the sitting and substitute members of the Board of Directors, due to the ending of their period of office.

f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the period of office.

 

Cemig GT:

 

a)             Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2012, and the respective complementary documents.

b)             Allocation of the net profit for the year 2012, in the amount of R$ 1,919,485,000, and of the balance in the Retained Earnings account, in the amount of R$ 108,309,000.

c)              Decision on the form and date of payment of dividends, in the amount of R$ 992,718,000.

d)             Change in the bylaws, redrafting sub-clause ‘g’ of Item I and including a sub-clause ‘n’ in Item XI, of the head paragraph of Clause 17, to transfer the activity of the Ombudsman from the CEO to the Department of the Chief Officer for Institutional Relations and Communication.

e)              Election of the sitting and substitute members of the Board of Directors, due to the completion of their period of office.

 

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f)               Election of the sitting and substitute members of the Audit Board, due to the completion of the current period of office.

 

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

 

Belo Horizonte, March 27, 2013.

 

Dorothea Fonseca Furquim Werneck

 

Joaquim Francisco de Castro Neto

Djalma Bastos de Morais

 

Paulo Roberto Reckziegel Guedes

Arcângelo Eustáquio Torres Queiroz

 

Newton Brandão Ferraz Ramos

Eduardo Borges de Andrade

 

Saulo Alves Pereira Junior

Fuad Jorge Noman Filho

 

Wando Pereira Borges

Guy Maria Villela Paschoal

 

Bruno Magalhães Menicucci

João Camilo Penna

 

Leonardo Maurício Colombini Lima

 

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APPENDIX 1

 

CALCULATION OF PROPOSED DIVIDENDS

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

 

 

31-12-2012
R$ ’000

 

Calculation of the Minimum Dividends required by the Bylaws for the preferred shares

 

 

 

Nominal value of the preferred shares

 

2,399,087

 

Percentage applied to the nominal value of the preferred shares

 

10.00

%

Amount of the dividends by the first payment criterion

 

239,909

 

 

 

 

 

Stockholders’ equity

 

12,044,062

 

Preferred shares as a percentage of Stockholders’ equity (net of shares held in Treasury)

 

56,27

%

Portion of Stockholders’ equity represented by the preferred shares

 

6,777,194

 

Percentage applied to the portion of Stockholders’ equity represented by the preferred shares

 

3.00

%

Amount of the dividends by the second payment criterion

 

203,316

 

 

 

 

 

Minimum obligatory dividends required by the Bylaws for the Preferred Shares

 

239,909

 

 

 

 

 

Obligatory Dividend

 

 

 

Net profit for the year

 

4,271,685

 

Obligatory dividend — 50.00% of net profit

 

2,135,843

 

 

 

 

 

Net dividends proposed:

 

 

 

Interest on Equity

 

1,700,000

 

Extraordinary dividends

 

1,218,107

 

 

 

2,918,107

 

 

 

 

 

Total of the dividend for the preferred shares

 

1,642,117

 

Total of the dividend for the common shares

 

1,275,990

 

 

 

 

 

Dividend per share, R$ 

 

 

 

Minimum Dividends required by the Bylaws for the preferred shares

 

0.50

 

Obligatory Dividend

 

2.50

 

Dividends proposed

 

3.42

 

 

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APPENDIX 2

 

Proposal for allocation of net profit (in accordance with Appendix 9-1 II CVM Instruction 481/2009)

 

1.                                    State the net profit for the business year.

R$ 4,271,685,000.

 

2.                                    State the total amount of dividends and the amount per share, including interim dividends and Interest on Equity already declared.

· Interest on Equity in the amount of R$ 1,700,000,000, equivalent to 1.993773380 per share, declared on December 20, 2012.

· Dividends in the amount of R$ 1,218,107,000, equivalent to R$ 1.428605477 per share, on the basis of the share capital before the stock bonus proposed to the AGM of April 30, 2013.

 

3.                                    State the percentage of the net profit for the business year that was distributed.

68.31%.

 

4.                                    State the global amount of dividends distributed based on the profits of previous business years, and the amount per share.

Not applicable.

 

5.                                    State, after deduction of interim or advance dividends and Interest on Equity already declared:

 

a.             The gross amount of dividends and Interest on Equity, separated, for each type and class of share.

Dividends  — R$ 1,218,107,000, comprising:

R$ 532,637,101.61 for the common (ON) shares; and

R$ 685,469,898.39 for the preferred (PN) shares.

 

b.                                The form and period of payment of the dividends and Interest on Equity.

The dividends and Interest on Equity will be paid in two equal installments, by June 30 and December 30, 2013, and these dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.

The amounts of the installments will be as follows:

By June 30, 2013

ON shares — R$ 0.714302738 per share

PN shares — R$ 0.714302738 per share

By December 30, 2013

ON shares — R$ 0.714302738 per share

PN shares — R$ 0.714302738 per share

 

c.              Any application of monetary updating or interest on the dividends and Interest on Equity.

There is no provision for updating.

 

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d.              Date of declaration of payment of the dividends and Interest on Equity considered for stockholder entitlement.

April 30, 2013.

 

6.                                    In the event that there has been a declaration of dividends for Interest on Equity based on profit ascertained based on 6-monthly or more frequent financial statements:

 

a.                               State the amount of the interim dividends or Interest on Equity already declared.

R$ 1,700,000,000.

 

b.                               State the date of the respective payments.

R$ 686,000,000 paid on March 5, 2013

R$ 164,000,000 by June 28, 2013

R$ 850,000,000 by December 30, 2013

 

7.                                    Give a comparative table indicating the following amounts per share for each type and class:

 

a.             Net profit for the business year and for the 3 (three) previous business years.

 

Business year

 

2012

 

2011

 

2010

 

2009

 

Net profit (R$)

 

3.42

 

3.54

 

3.31

 

3.00

 

 

Remarks: The amount per share is the same for both the preferred and the common shares.

 

b.                                Dividend and Interest on Equity distributed in the 3 (three) previous years

 

Business year

 

2011

 

2010

 

2009

 

Dividends (R$)

 

1.90

 

1.75

 

1.50

 

Interest on Equity (R$)

 

 

 

 

Total (R$)

 

1.90

 

1.75

 

1.50

 

 

Remarks: The amount per share is the same for both the preferred and the common shares.

 

8.                                    In the event that profits were allocated to the legal reserve:

 

a.              State the amount allocated to the legal reserve.

R$ 170,603,000.

 

b.                               Give details of the form of calculation of the legal reserve.

3.99% of the net profit allocated to the Legal Reserve, in accordance with sub-clause ‘a’ of the sole sub-paragraph of Clause 28 of the Bylaws, such allocation being limited to the maximum percentage of 20.00% of the balance of the registered Share Capital, as per Article 193 of Law 6404/1976.

 

9.                                    If the company has preferred shares with the right to fixed or minimum dividends

 

a.             Describe the form of calculation of the fixed or minimum dividends.

Minimum dividends:

10% of the nominal value of the preferred shares, or 3% of the amount of the interest in Stockholders’ Equity represented by the preferred shares, whichever

 

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is greater. Note: In the event of the distribution of dividends decided being greater than the minimum, the larger figure prevails.

 

b.              State whether the profit for the business year is sufficient for full payment of the fixed or minimum dividends.

The profit for the business year is sufficient for the full payment of the minimum dividends.

 

c.              Identify whether any portion unpaid is cumulative.

Not applicable.

 

d.              Identify the global amount of the fixed or minimum dividends to be paid to each class of preferred shares.

Not applicable.

 

e.              Identify the global amount of the fixed or minimum dividends to be paid to each class of preferred shares.

Not applicable.

 

10.                                                             In relation to the obligatory dividend:

 

a.                Describe the form of calculation specified in the bylaws.

50% of the net profit.

 

b.                State whether it is being paid in full.

The obligatory dividend is being paid in full in 2 installments:  the first by June 30, 2013 and the second by December 30, 2013.

 

c.                 State any amount retained.

Not applicable.

 

11.                             In the event that there is retention of the obligatory dividend due to the company’s financial situation:

 

a.             State of the amount of the retention.

Not applicable.

 

b.              Describe, in detail, the financial situation of the company, dealing also with aspects relating to analysis of liquidity, working capital and positive cash flows.

Not applicable.

 

c.              Justify the retention of the dividends.

Not applicable.

 

12.                              In the event that there is allocation of profit to a contingencies:+++

 

a.              State the amount allocated to the reserve.

Not applicable.

 

b.                             Identify the loss considered probable and its cause

Not applicable.

 

c.              Explain why the loss was considered “probable”.

Not applicable.

 

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d.                             Justify the constitution of the reserve.

Not applicable.

 

13.                              In the event that there is allocation of profit to a future earnings reserve:

 

a.              State the amount allocated to the future earnings reserve.

Not applicable.

 

b.                             State the nature of the non-realized profits that gave rise to the reserve

Not applicable.

 

14.                     In the event that there is allocation of profit to reserves specified under the bylaws:

 

a.             Describe the clauses in the bylaws that established the reserve.

Subclause “c” of the sole sub-paragraph of Article 28, and Article 30, of the Bylaws.

 

b.                                Identify the amount allocated to the reserve

R$ 1,303,905,000.

 

c.              Describe how the amount was calculated

Portion of the profit remaining after deduction of the proposed dividend and constitution of the Legal reserve.

 

15.                             In the event that the retention of profits was specified in the capital budget:

 

a.              Identify the amount of the retention.

Not applicable.

 

b.                                Provide copy of the capital budget

Not applicable

 

16.                             If there has been allocation of profits to the tax incentive reserve

 

a.              State the amount allocated to the reserve.

Not applicable.

 

b.                                Explain the nature of the allocation.

Not applicable.

 

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APPENDIX 3

 

II — Report giving in detail the origin and justification for the changes proposed to the Bylaws and their legal and economic effects.

 

Head paragraph of Clause 4 of the by-laws:

 

Justifications:

 

a)        Clause 5 (“Incorporation to the Registered Capital”) of the Contract for Assignment of the Remaining Balance Receivable on the Earnings Compensation Account (“the CRC Account”), signed on May 31, 1995, between the state of Minas Gerais and Cemig, determines that the amounts in fact paid by the State of Minas Gerais as principal shall be incorporated into the Company’s Registered Capital as “Donations and Subventions for Investments”;

 

b)        the payments made in 2012 by the state of Minas Gerais in relation to the final installments of amortization of the Principal, adjusted in accordance with the Fifth Amendment to the Contract for Assignment of the Remaining Balance Receivable on the Results Compensation (CRC) Account, total R$ 548,270,785.00 (five hundred forty eight million two hundred seventy thousand seven hundred eighty five Reais).

 

Economic and legal effects:

 

None

 

Change in sub-clause ‘g’ of Item I and inclusion of sub-clause ‘n’ in Item XI, of the head paragraph of Article 22, of the by-laws:

 

Justifications:

 

c)         In 2009, a new Cemig Governance and Corporate Management Model was developed, among other objectives, to foster strategic alignment between companies of the “Cemig Group”, and to structure alternatives able to strengthen the business vision in management of the equity holdings;

d)

e)         In August 2012 the Board of Directors approved the first Integrated Strategic Plan for the “Cemig group”, and the review of the Long-term Strategic Plan for 2012—2035;

f)

g)         There is a need for the Company to restructure its Ombudsman Department, to further improve its interaction with its clients;

h)

 

Economic and legal effects:

 

None

 

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APPENDIX 4

 

Comments by the directors on the Company’s financial situation, required by Item 10 of the Reference Form, in compliance with Article 9, III of CVM Instruction 481 of December 17, 2009.

 

10.1                                     General conditions of finances, assets and liabilities

 

The Company’s Chief Officers see the year 2012 as one of great changes, complexity and challenges. They believe that the quest for operational efficiency and the discipline of investing in assets that add value certainly contributed significantly to the growth due to the expansion of the various companies in which Cemig holds a significant equity interest and participates significantly in management.

 

In this context, the results that Cemig achieved in 2012 are of considerable repercussion due to their scale: net profit totaled R$ 4.3 billion, or R$ 5.37 per share, representing a price/earnings ratio of 4. Net profit was almost 80% higher than in the previous year.

 

The greatest impact came from the early settlement of the CRC Contract (the Contract to Assign the balance of Credit Receivable by the Company under the former CRC — Earnings Compensation — Account with the Brazilian federal government). The State of Minas Gerais, the majority stockholder, decided to bring forward the payment of this contract, which generated a financial gain of more than R$ 2 billion.

 

The Chief Officers highlight another important event of the year: the share offering by Taesa, which received enormous acceptance by investors and resulted in a significant gain for Taesa —giving rise to a gain of R$ 259 million in Cemig GT’s results. This successful offering, carried out in market conditions that were considered to be unfavorable, is a clear demonstration of investors’ confidence in the Company’s strategies. Taesa is Cemig’s preferred vehicle for operating its investments in the area of electricity transmission.

 

The Brazilian capital market once again showed its capacity to finance significant volumes, providing more than R$ 7 billion funding for various companies of the Group.

 

In the Chief Officers’ opinion, the company has adequate liquidity, in view of its cash position of R$ 2.486 billion on December 31, 2012.  The cash position was R$ 2.862 billion on December 31, 2011, and R$ 2.980 billion on December 31, 2010.

 

The Chief Officers believe that the Company has a balanced capital structure. On December 31, 2012 this was represented by indebtedness of R$ 16.2 billion, 44% of this amount comprising short-term debt and 56% long-term debt. This concentration in the short term arose from recognition of 7% of the debt (26% of the debt of Cemig Distribuição S.A.) in current liabilities, due to not having obtained, before the reporting date, the formal waiver from creditors that they would not exercise their rights of demanding immediate or early maturity of debt due to non-compliance with a covenant. The company expects to obtain the consents, but since this will take place after December 31, 2012, the contract is of which the covenants were not complied with are recognized in Current liabilities. The amount transferred to Current liabilities as a result of the covenant clauses not complied with was R$ 1.206 billion. On December 31, 2011, the Company’s capital structure comprised indebtedness of R$ 15.8 billion, of which 50% was short-term debt and 50% was long-term debt.  In that year, the concentration in the short term arose from recognition of 12% of the debt (23% of the debt of Cemig Geração e Transmissão S.A.) in current liabilities, due to not having obtained, before the reporting date, the formal waiver from creditors that they would not exercise their rights of demanding immediate or early maturity of debt due to non-compliance with a covenant (the waiver was obtained on March 14, 2012). On December 31, 2010, the Company’s capital

 

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structure comprised indebtedness of R$ 13.2 billion, of which 17% was short-term and 83% was long-term.

 

At December 31, 2012 the amortization timetable of the Company’s debt was satisfactorily spread out over the years, with an average tenor of 3.9 years, although there is a concentration of debt maturing in 2013, as shown in the chart below, which has been partially refinanced in March 2013, through an issue of debentures by Cemig Distribuição. In the other years, the payments are of up to R$ 2.4 billion, approximately, reflecting the efforts made by the Company to lengthen its debt profile.

 

Debt amortization timetable

Position at December 2012 (R$ million)

 

 

Currency

 

2013

 

2014

 

2015

 

2016

 

2017

 

2018

 

2019

 

After 2019

 

Total

 

US dollar

 

63,747

 

46,282

 

35,242

 

105,418

 

67,555

 

31,314

 

28,807

 

111,421

 

489,786

 

Euro

 

2,017

 

32,634

 

1,778

 

1,777

 

 

 

 

 

38,206

 

 

 

65,764

 

78,916

 

37,020

 

107,195

 

67,555

 

31,314

 

28,807

 

111,421

 

527,992

 

 

Indexors

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

IPCA = Amplified Consumer Price Index.

 

733,081

 

488,471

 

678,733

 

177,034

 

176,168

 

220,498

 

220,510

 

1,202,140

 

3,896,635

 

UFIR / RGR (Fiscal Reference Unit)

 

69,614

 

75,386

 

61,592

 

50,099

 

40,490

 

35,610

 

23,715

 

35,336

 

391,842

 

Selic rate

 

1,279

 

1,157

 

189

 

 

 

 

 

 

2,625

 

CDI (Interbank CD) Rate

 

3,966,447

 

1,137,130

 

621,673

 

549,165

 

1,146,872

 

17,072

 

26,932

 

101,916

 

7,567,207

 

Eletrobras Internal Index — Finel

 

12,998

 

 

 

 

 

 

 

 

12,998

 

URTJ/TJLP (*)

 

177,287

 

189,135

 

175,006

 

206,911

 

200,220

 

187,050

 

151,591

 

800,368

 

2,087,568

 

IGP-M Inflation Index

 

23,343

 

380,678

 

1,669

 

1,409

 

862

 

832

 

832

 

57,074

 

466,699

 

UMBndes (**)

 

31,835

 

31,822

 

32,014

 

30,921

 

16,629

 

9,423

 

7,101

 

3,176

 

162,921

 

Others (IGP-DI, INPC) (***)

 

2,293

 

 

578

 

732

 

731

 

521

 

 

 

4,855

 

TR Reference Rate

 

1,534

 

382

 

96

 

 

 

 

 

 

2,012

 

No indexor

 

826,867

 

32,649

 

94,748

 

31,253

 

6,076

 

5,961

 

5,843

 

43,559

 

1,046,956

 

 

 

5,846,578

 

2,336,810

 

1,666,298

 

1,047,524

 

1,588,048

 

476,967

 

436,524

 

2,243,569

 

15,642,318

 

 

 

5,912,342

 

2,415,726

 

1,703,318

 

1,154,719

 

1,655,603

 

508,281

 

465,331

 

2,354,990

 

16,170,310

 

 


( * )             URTJ = Interest Rate Reference Unit for adjustment by TJLP.

( ** )           UMBndes = BNDES Monetary Unit.

( *** )         IGP-DI = IGP-DI (General Price Index — Domestic Availability) inflation index.

 

The average cost of the Company’s debt has been maintained at appropriate levels over the years (5.03% per year, at constant prices, on December 31, 2012; 7.21% per year, at constant prices, on December 31, 2011; and 6.76% per year on December 31, 2010), a reflection of the concentration of

 

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the debt in contracts indexed to the DI Interbank Deposit (CDI) rate. The main indexors of the Company’s debt on December 31, 2012 were: CDI (47% of the total); IPCA (24% of the total); and URTJ (13% of total). The debt ratios in the table below indicate the Company’s satisfactory credit quality, highlighting its very comfortable position in relation to the parameters usually practiced in the financial market for those indicators:

 

 

 

 

 

December 31,

 

 

 

2012

 

2011

 

2010

 

Ebitda / Interest

 

3.84

 

4.08

 

4.22

 

Net debt / Ebitda

 

2.73

 

2.41

 

2.26

 

Net debt / (Stockholders’ equity + Net debt)

 

54

%

52

%

47

%

Source: Company.

 

 

 

 

 

 

 

 

b. Capital structure and possibility of redemption of shares or share units, indicating:

 

The pattern of financing of the Company’s operations by its own and third-party capital can be seen, over the years, in the average leverage in terms of the ratio between debt and capitalization (Stockholders’ equity plus net debt). On December 31, 2012 the Company’s stockholders’ equity was R$ 12.044 billion, while net debt was R$ 30.896 billion.

 

On December 31, 2011, stockholders’ equity was R$ 11.745 billion and net debt was R$ 12.917 billion; and on December 31, 2011, these figures were respectively R$ 11.476 billion and R$ 10.247 billion.

 

In the Chief Officers’ opinion the ratio of net debt to the sum of stockholders equity and net debt has been at appropriate levels, namely: 54% on December 31, 2012, 52% on December 31, 2011 and 47% on December 31, 2010.

 

Possible situations of redemption

Formula for calculation of the redemption value

 

There are no specific possibilities for redemption of the shares issued by the company, beyond those normally specified by law.

 

c. Payment capacity in relation to the financial commitments assumed

 

The Chief Officers highlight the Company’s cash generation capacity. In 2012 operational activities generated the substantial sum of R$ 2.734 billion in cash. In the two previous years: cash generated in 2011 was R$ 3.898 billion, and in 2010, R$ 3.376 billion.

 

The cash position was R$ 2.486 billion on December 31, 2012, R$ 2.862 billion on December 31, 2011, and R$ 2.980 billion on December 31, 2010.

 

By comparison net debt was R$ 13.896 billion on December 31, 2012, R$ 12.917 billion on December 31, 2011, and R$ 10.247 billion on December 31, 2010. The ratios for 2012 and 2011 indicate that approximately 2.5 years’ operational cash flow (Ebitda) would be sufficient to settle the debtor balance and indicator of 2010 indicates that approximately 2 years’ Ebitda would be sufficient to settle the debtor balance. These indices provide comfort to Management and investors in relation to the Company’s capacity to honor its financial commitments.

 

In the Chief Officers’ view, the total debt is very satisfactorily spread out over the years, although there is a concentration of debt becoming due in 2013, which does not represent refinancing risk. It should be pointed out that the Company has been successful in accessing the capital markets, both to

 

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finance its investments and to refinance its debt. The following issues of securities are examples of this:

 

By Cemig D (Cemig Distribuição S.A.):

 

First issue of non-convertible debentures, on June 1, 2006, in the amount of R$ 250.5 million, for exchange with the first debenture issue of Cemig.

 

First issue of Promissory Notes, on July 27, 2006, in the amount of R$ 300 million, for replenishment of cash in relation to debts which became due since January 2006 and payment of debts becoming due in the rest of the year.

 

Second issue of Promissory Notes, on January 2, 2007, in the amount of R$ 200 million, for replenishment of the Company’s cash used in payment of debts as from August 2006 up to receipt of the funds, and payment of the debts becoming due by the end of the year.

 

Third issue of Promissory Notes, on June 12, 2007, in the amount of R$ 400 million, proceeds being used for:

 

(i)         replenishment of cash used in payment of principal of the Company’s debts, from January 2007 up to the date of release of the funds, estimated at R$ 297 million, in which a principal component was the second issue Promissory Notes, in the amount of R$ 200 million; and

 

(ii) payment of the principal of the debts becoming due up to the end of the year, limited to R$ 103 million.

 

Second issue of non-convertible debentures, on December 12, 2007, in the amount of R$ 400 million, proceeds used for partial payment of the remaining debtor balance on the promissory notes issued under the Company’s third public issue of Promissory Notes.

 

Fourth issue of Promissory Notes, on December 28, 2011, in the amount of R$ 100 million, proceeds being used to strengthen working capital.

 

Fifth issue of promissory notes, on July 2, 2012, in the amount of R$ 640 million, for financing of investments already made or to be made by the Company, payment of debt contracted by the Company and/or strengthening of the Company’s working capital.

 

Sixth issue of promissory notes, on December 21, 2012, in the amount of R$ 600 million, proceeds used for replenishment of cash following investments and payment of debts made by the Company during 2012.

 

Third issue of non-convertible debentures, on February 15, 2013, in the amount of R$ 2.160 billion, for redemption of the 64 Promissory Notes of the Fifth Issue and the 60 Promissory Notes of the Sixth Issue, and also for investment in works to expand, renew and improve the Company’s electricity distribution structure.

 

By Cemig GT (Cemig Geração e Transmissão S.A.):

 

First issue of Promissory Notes, on July 26, 2006, in the amount of R$ 900 million, for replenishment of cash relating to debts maturing since January 2006 and payment of debts becoming due in the rest of the year, these debts being to banks, Eletrobras and the Forluminas Foundation, and also for partial redemption of the Second Series of the First Issue of debentures by Cemig.

 

First issue of non-convertible debentures, on November 1, 2006, in the amount of R$ 294.7 million, for exchange with the first debenture issue of Cemig.

 

Second issue of Promissory Notes, on December 21, 2007, in the amount of R$ 200 million, for replenishment of cash used in payment of the Company’s debt from January 2007, and payment of the debts to banks and Eletrobras becoming due by the end of the year.

 

Third issue of Promissory Notes, on October 30, 2009, in the amount of R$ 2.700 billion, proceeds being used for injection of capital into companies, replenishment of cash, and investments.

 

Second issue of non-convertible debentures, on January 15, 2010, in the amount of R$ 2.700 billion, for rollover of the third issue of Promissory Notes.

 

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Fourth Issue of Promissory Notes, on January 13, 2012, in the amount of R$ 1.0 billion, for rollover of the first Series of the Company’s Second Issue of nonconvertible debentures.

 

Third issue of non-convertible debentures, on February 15, 2010, in the amount of R$ 1.350 billion, for rollover of the third issue of Promissory Notes and replenishment of working capital.

 

Current liabilities were R$ 14.307 billion on December 31, 2012, R$ 12.169 billion on December 31, 2011, and R$ 6.403 billion on December 31, 2010.  The principal obligations are for loans, financings, suppliers, taxes, dividends and regulatory charges.

 

Thus, the Chief Officers believe that the Company has high payment capacity in relation to its financial commitments, maintaining its track record of complying with its financial commitments assumed to suppliers, government, stockholders and employees and also ensuring funding for its investments and future acquisitions.

 

d. Sources of financing used for working capital and investment in non-current assets

 

On a consolidated basis, the total of funding obtained through loans and financings in 2012 was R$ 7.075 billion, while the total amortized was R$ 6.827 billion.

 

At the end of the year, Cemig contracted a short term loan in the amount of R$ 1.088 billion for redemption of the Fourth Issue of promissory notes.

 

In 2012, Cemig D (Cemig Distribuição) raised R$ 1.470 billion, as follows: R$ 200 million through a Bank Credit Note with Banco do Brasil for refinancing existing debt; R$ 1.240 billion through two issues of commercial promissory notes to finance investments, pay debt and replenish working capital; and R$ 34 million in financings from Eletrobras for the Reluz, Cresce Minas and Luz para Todos Programs. Also, the Company received R$ 175 million from the CDE (Energy Development Fund) and from the State of Minas Gerais, on a sinking-fund basis, for the Light for Everyone Program; and the economic subsidy/support related to the tariff policy applicable to low-income consumers with the funds of Codemig for the Administrative Center.

 

Cemig GT extended the maturity of part of its debt through renewal of lending transactions with Banco do Brasil, as follows:

 

a)         transactions contracted in 2006 with final maturity after 2012: extension of the 2012 maturity portion to 2013, in the global amount of R$ 300 million, the other maturities being unchanged, for financial cost of 104.1% of the CDI rate;

 

b)         operations with final maturity in 2012, in the total amount of R$ 442 million, extending the maturity of the last installment by five years, with payments in 2015, 2016 and 2017: the cost of this debt is 108% of the CDI, from the date of signature of the amendments to the contracts.

 

In both transactions the Cemig holding company remained as guarantor, and Cemig D and GT maintained the option to pre-pay the debt without additional cost.

 

In March 2012, Cemig GT completed its 3rd debenture issue — a total of 1,350,000 non-convertible, unsecured debentures in 3 series, each with nominal unit value of R$ 1,000.00 (one thousand Reais) on the issue date (February 15, 2012), for a total of R$ 1.35 billion. The net proceeds from the issue were used for 100% redemption of the commercial Promissory Notes of the Company’s fourth issue, placed on January 13, 2012, for their total nominal value of R$ 1,000,000, plus remuneratory interest, and to strengthen the Company’s working capital. Four hundred eighty thousand (480,000) Debentures of the First Series, 200,000 (two hundred thousand) Debentures of the Second Series and 670,000 (six hundred seventy thousand) Debentures of the Third Series were issued, with maturities, respectively, of five, seven and 10 years from the issue date. The debentures of the first series carry

 

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remuneratory interest at the rate of CDI + 0.90% p.a., and the debentures of the second and third series will have their nominal unit value adjusted by the IPCA index (published by the IBGE) plus remuneratory interest of 6.00% p.a. and 6.20% p.a., respectively. This third public issue of non-convertible debentures has the surety guarantee of the parent company, Cemig, and was the first debenture issue to be held in the ambit of the Fixed Income Novo Mercado regulated by Anbima, the Brazilian Association of Financial and Capital Market Entities.

 

In 2011, to replenish cash used in investments in 2011, and to finance an acquisition of assets planned for the first half of 2012, Cemig issued Promissory Notes in the amount of R$ 1 billion with tenor of 360 days, confirming the receptiveness that the Company enjoys in the local capital market.

 

Cemig D also had recourse to the capital market at the end of 2011, issuing R$ 100 million in Promissory Notes for strengthening of working capital. Over the year, a further R$ 410 million was raised in loans, and a further R$ 116 million in financings from Eletrobrás for the Reluz, Cresce Minas and Light for Everyone (Luz para Todos) Programs. Also, the Company received R$ 291 million from the CDE (Energy Development Fund) and the State of Minas Gerais on a sinking-fund basis for the Light for Everyone Program, and in economic subsidy/support related to the tariff policy applicable to low-income consumers with the funds of Codemig, for the Administrative Center.

 

Cemig GT, meanwhile, took the opportunity of its comfortable cash position to pay its debt servicing, in the amount of R$ 1.219 billion (R$ 689 million being principal), practically without having recourse to new raising of funds, as a way of optimizing its leverage. However, on a consolidated view, the indebtedness of the Company includes the effect of the financings contracted by its subsidiaries to pay for investments in generation, principally the Santo Antônio Hydroelectric Plant and the Belo Monte Hydroelectric Plant, and in transmission, in which a highlight was the Promissory Notes of Taesa, in the amount of R$ 1.17 billion (affecting the indebtedness of Cemig GT in the amount of R$ 663 million), for acquisition of the assets of Abengoa.

 

In 2010, a total of R$ 904 million was raised by Cemig D: R$ 370 million through loans guaranteed by electricity sale invoices, R$ 279 million through rollover of bank debt; R$ 66 million through financings from Eletrobrás for the Reluz, Cresce Minas and Luz para Todos Programs, and R$ 189 million on a sinking fund basis under the Light for Everyone Program (funds from the CDE), from the agreements for the Citrus-growing Center (Polo de Citricultura) and Planoroeste plans, and from the economic subsidy related to the tariff policy applicable to low-income consumers.

 

Non-consolidated, R$ 2.949 billion was raised by Cemig GT individually, of which R$ 2.700 billion was a debenture issue for settlement of the Promissory Notes in the same amount used in the acquisition of the shares of Terna Participações S.A. and other investments, R$ 242 million through rollover of bank debts and R$ 7 million through contracts signed with Finep for plant inventory studies. A consolidated view of Cemig GT includes the contracting of approximately R$ 1.061 billion in financings by its subsidiaries and affiliates (this being the amount proportional to the stockholding interest of Cemig GT).

 

The holding company, Cemig, also raised R$ 350 million in the capital market with its third issue of Promissory Notes, with tenor of 360 days, using the funds for replenishment of its cash at the end of the year.

 

e. Sources of financing for working capital and investment in non-current assets that it is intended to use for coverage of shortfalls in liquidity

 

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It should be borne in mind that Cemig D is a wholly-owned subsidiary of Cemig, which is a mixed private- and public-sector company, with a majority stockholding held by the State of Minas Gerais, and as such is subject to the rules for containment of lending to the public sector.

 

Since 1989, in the attempt to contain the indebtedness of the public sector, the Brazilian federal government has legislated to prevent financial institutions from granting credit to public companies beyond a certain limit.  In practice, the alternatives for raising funds in the banking market are few.

 

Based on the exceptions in Brazilian Central Bank Resolution 2827 of March 30, 2001, the following options for raising of funds remain for Cemig:

 

Loans from federal banks for rollover of debt.

 

Issuance of securities in the Brazilian and international markets (debentures, promissory notes, Eurobonds, and units of receivables funds).

 

Import financing.

 

Financing from development agencies.

 

Bank loans guaranteed by commercial sales invoices.

 

Guidelines for raising of funding from third parties

 

The Company’s Chief Officers believe that the importance of loans and financings for the Company’s capital structure is in the direct effects of financial leverage, which tends to maximize return on equity. Due to the possibility of deducting the interest expense for the purposes of tax, loans and financings are very desirable in the Company’s capital structure, reducing the cost of capital. Further, they give the Company access to a wider selection of acceptable investment alternatives.

 

The process of raising third-party funds, because of its importance for maximizing wealth of the stockholder and because of the direct impact on the Company’s capital structure and its financial health, is guided by a series of guidelines that are able to preserve the Company’s credit quality.

 

For this purpose, we obey the following orientations:

 

Take advantage of favorable market conditions. Moments of high liquidity in the debt markets, which offer abundant and cheaper funds, should be taken advantage of to leverage the expansion of the Company’s activities, making a greater number of projects with attractive returns possible.

 

Keep the debt amortization timetable lengthened. Avoid concentration of debt maturing in the short term, because it represents pressure on the Company’s cash flow, compromising availability of funds for investment.  A regular amortization timetable over the long term must be an aim.  However, in certain situations the longest possible tenor may not be the ideal ones, since it is occasionally associated with a higher financial cost.

 

Reduce financial cost. Reduction of the average cost of the debt should be sought at all times, because it is a fundamental part of the Company’s weighted average cost of capital, which, along with the stockholders’ expectation of returns, is the minimum reference for return on the investments being considered for implementation.

 

Optimize the exposure to foreign currency. Efforts should be made to optimize the composition of the debt in relation to the indexors of the Company’s assets. Cemig, because it has its remuneration basically linked to the IGP-M inflation index, should place the greatest tranche of the composition of its debt in this indexor. However, the international debt market is the one with the greatest liquidity, and funds in foreign currency are welcome, provided that the part that does not have any hedge protection does not represent a material financial risk for the Company.

 

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Maintain coherence with Cemig’s Long-term Strategic Plan. Cemig has, in its Bylaws, the express obligation to limit certain financial indicators to levels that denote its financial health. These limits were defined as part of Cemig’s long-term Strategic Plan, as a means of ensuring to stockholders that investments for expansion of the Company will be carried out in a way that preserves its sustainability. These include limitation of: Debt/Ebitda, to less than or equal to 2; and [Net debt / (Stockholders’ Equity + Net Debt)], to less than or equal to 40%. The Company makes efforts to maintain the indicators within these limits.

 

Maintain adherence to the parameters of credit quality of the regulatory body, the rating agencies and the creditors. The Company’s Chief Officers believe that the market’s perceptions of risk are important since they define parameters for attesting to the Company’s credit quality and serve as guidelines for its decision on interest rates to be required in making loans/financings. Often, loan or financing contracts include restrictive covenants imposed by the creditors for their protection, which give the creditors the right to break the lending agreement and require immediate reimbursement of the funds when the Company’s financial position appears to be weakened. The Company’s credit quality should thus be preserved at levels that denote “investment grade”, that is to say investment of low risk, to enable it to benefit from financial costs that are compatible with the profitability of the business. The body that regulates the Company’s activities, the National Electricity Agency (Agência Nacional de Eletricidade, or Aneel), also defines an optimal capital structure which is used in calculation of the remuneration of a company’s base of regulatory assets, in the transmission sector.

 

f) Levels of debt and the characteristics of such debts

 

On December 31, 2012, the company’s consolidated debt in financial contracts was R$ 16.2 billion; and its net debt was R$ 13.9 billion. On December 31, 2011, the Company’s consolidated debt under financial contracts was R$ 15.8 billion, and the net debt on that date was R$ 12.9 billion. On December 31, 2010 these balances were, respectively, R$ 13.2 billion for consolidated debt and R$ 10.2 billion for net debt.

 

The indicators in the table below show the Company’s credit quality to be satisfactory. The increase in debt from 2009 to 2010 was due to the financing of the process of acquisition of assets:

 

 

 

 

 

December 31,

 

 

 

2012

 

2011

 

2010

 

Indebtedness of Stockholders equity

 

2.39

 

2.18

 

1.92

 

Net debt / Ebitda

 

2.73

 

2.41

 

2.26

 

Net debt / (Stockholders’ equity + Net debt)

 

54

%

52

%

47

%

 

Source: Company.

 

i. Contracts for significant loans and financings

 

The company entered into various financial contracts with different institutions for financing of its expansion projects, expansion of its activities and rollover of its debt.

 

The table below summarizes the Company’s principal contracts, on a consolidated basis, at December 31, 2012 (in thousands of  Reais):

 

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Principal

 

Annual financial

 

 

 

2012

 

Funding source

 

maturity

 

cost

 

Currency

 

Current

 

Non-current

 

Total

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN Amro Real (3)

 

2013

 

6%

 

US$

 

25,603

 

 

25,603

 

Banco do Brasil — Various bonds (1)

 

2024

 

Various

 

US$

 

5,503

 

21,327

 

26,830

 

BNP Paribas

 

2012

 

5.89%

 

Euro

 

 

 

 

KFW

 

2016

 

4.50%

 

Euro

 

1,778

 

5,333

 

7,111

 

Brazilian Federal Treasury (5)

 

2024

 

Various

 

US$

 

2,734

 

10,472

 

13,206

 

Banco Interamericano del Desarrollo (7)

 

2026

 

2.12%

 

US$

 

1,803

 

34,390

 

36,193

 

BNP — 36mn — Euros

 

2014

 

3.98%

 

Euro

 

239

 

30,856

 

31,095

 

Merrill Lynch — US$50mn

 

2016

 

2.59%

 

US$

 

107

 

33,180

 

33,287

 

Citibank — US$100mn

 

2018

 

2.46%

 

US$

 

405

 

119,451

 

119,856

 

BID (16)

 

2022

 

Libor + 1.7 to 2.2% p.a.

 

US$

 

6,796

 

76,729

 

83,525

 

BID (16)

 

2023

 

Libor + 1.5 to 1.88% p.a.

 

US$

 

13,104

 

129,638

 

142,742

 

Others

 

2019

 

Various

 

Various

 

7,692

 

852

 

8,544

 

DEBT IN FOREIGN CURRENCY

 

 

 

 

 

 

 

65,764

 

462,228

 

527,992

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil

 

2017

 

108.33% of CDI

 

R$

 

206,186

 

 

206,186

 

Banco do Brasil

 

2017

 

108% of CDI

 

R$

 

4,902

 

442,348

 

447,250

 

Banco do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

28,061

 

 

28,061

 

Banco do Brasil

 

2013

 

107.60% of CDI

 

R$

 

132,842

 

 

132,842

 

Banco do Brasil

 

2014

 

104.10% of CDI

 

R$

 

813,973

 

300,000

 

1,113,973

 

Banco do Brasil

 

2013

 

10.83%

 

R$

 

793,153

 

 

793,153

 

Banco do Brasil

 

2014

 

98.5% of CDI

 

R$

 

102,389

 

373,501

 

475,890

 

Banco do Brasil

 

2012

 

106.00 of CDI

 

R$

 

 

 

 

Banco do Brasil

 

2013

 

104.08% of CDI

 

R$

 

664,075

 

 

664,075

 

Banco do Brasil

 

2013

 

105.00% of CDI

 

R$

 

1,083,159

 

 

1,083,159

 

Banco Itaú BBA

 

2013

 

CDI + 1.70

 

R$

 

78,949

 

 

78,949

 

Banco Itaú BBA

 

2014

 

CDI + 1.70

 

R$

 

1,914

 

 

1,914

 

Banco Votorantim

 

2013

 

CDI + 1.70

 

R$

 

26,253

 

 

26,253

 

Brazilian Development Bank (BNDES)

 

2026

 

TJLP+2.34

 

R$

 

7,935

 

96,020

 

103,955

 

Bradesco

 

2014

 

CDI + 1.70

 

R$

 

548

 

455

 

1,003

 

Bradesco

 

2013

 

CDI + 1.70

 

R$

 

97,570

 

 

97,570

 

Bradesco

 

2011

 

105.50 of CDI

 

R$

 

 

 

 

Bradesco

 

2012

 

106.00 of CDI

 

R$

 

 

 

 

Bradesco

 

2013

 

103.00 of CDI

 

R$

 

600,813

 

 

600,813

 

Eletrobras

 

2013

 

FINEL + 7.50 to 8.50

 

R$

 

12,998

 

 

12,998

 

Eletrobras

 

2023

 

UFIR. RGR + 6.00 to 8.00

 

R$

 

69,345

 

320,770

 

390,115

 

Santander do Brasil

 

2013

 

CDI + 1.70%

 

R$

 

20,128

 

 

20,128

 

Unibanco

 

2013

 

CDI + 1.70%

 

R$

 

79,697

 

 

79,697

 

Unibanco (2) 

 

2013

 

CDI + 1.70%

 

R$

 

19,562

 

 

19,562

 

Itaú and Bradesco (4)

 

2015

 

CDI + 1.70%

 

R$

 

 

 

 

Banco do Brasil (8)

 

2020

 

TJLP + 2.55%

 

R$

 

2,733

 

17,303

 

20,036

 

Unibanco (8) 

 

2020

 

TJLP + 2.55%

 

R$

 

705

 

4,368

 

5,073

 

CCB Bradesco S.A (5)

 

2017

 

CDI + 0.85%

 

R$

 

26,198

 

97,420

 

123,618

 

ABN Amro Real (5)

 

2014

 

CDI + 0.95%

 

R$

 

692

 

25,980

 

26,672

 

BNDES (5)

 

2019

 

TLJP

 

R$

 

81,762

 

324,300

 

406,062

 

BNDES — Onlending (11)

 

2033

 

TJLP

 

R$

 

1,762

 

387,475

 

389,237

 

Amazonia — FNO (11)

 

2031

 

10% p.a.

 

R$

 

96

 

57,437

 

57,533

 

BNDES (11)

 

2033

 

TJLP + 2.40%

 

R$

 

1,277

 

377,635

 

378,912

 

BNDES — Principal Subcredit A/B/C/D (16)

 

2015

 

Various

 

R$

 

5,572

 

61,325

 

66,897

 

 

51



Table of Contents

 

BNDES (12)

 

2024

 

TJLP +2.15%

 

R$

 

3,160

 

33,853

 

37,013

 

CEF (13)

 

2022

 

TJLP + 3.50%

 

R$

 

7,404

 

54,297

 

61,701

 

CEF (14)

 

2021

 

TJLP + 3.50%

 

R$

 

6,056

 

43,391

 

49,447

 

CEF (15)

 

2022

 

TJLP + 3.50%

 

R$

 

9,809

 

80,925

 

90,734

 

BNDES (16)

 

2019

 

Various

 

R$

 

43,023

 

188,264

 

231,287

 

Syndicate of banks (16)

 

2015

 

CDI + 0.90%

 

R$

 

7,043

 

 

7,043

 

CEF (16)

 

2016

 

117.5% of CDI

 

R$

 

1,804

 

4,502

 

6,306

 

Promissory notes (Itaú) (16)

 

2012

 

105.50 of CDI

 

R$

 

 

 

 

BNDES — Cemig Telecom (18)

 

2017

 

Various

 

R$

 

9,070

 

34,697

 

43,767

 

BNDES (22)

 

2028

 

URTJ + 1.97%

 

R$

 

4,010

 

57,561

 

61,571

 

Others

 

2025

 

Various

 

R$

 

36,597

 

279,532

 

316,129

 

DEBT IN BRAZILIAN CURRENCY

 

 

 

 

 

 

 

5,093,225

 

3,663,359

 

8,756,584

 

TOTAL OF LOANS AND FINANCINGS

 

 

 

 

 

 

 

5,158,989

 

4,125,587

 

9,284,576

 

 

 

 

Principal

 

Annual financial

 

 

 

2012

 

Funding source

 

maturity

 

cost, %

 

Currency

 

Curremt

 

Non-current

 

Total

 

Debentures — Minas Gerais State Govt. (6) (9)

 

2031

 

IGP-M

 

R$

 

 

52,758

 

52,758

 

Debentures (6)

 

2014

 

IGP-M + 10.50

 

R$

 

401,359

 

 

401,359

 

Debentures (6)

 

2017

 

IPCA + 7.96

 

R$

 

530,287

 

 

530,287

 

Debentures (6)

 

2011

 

104.00 of CDI

 

R$

 

 

 

 

Debentures (6)

 

2012

 

CDI+ 0.90

 

R$

 

 

 

 

Debentures (6)

 

2015

 

IPCA + 7.68

 

R$

 

542,459

 

902,131

 

1,444,590

 

Debentures (6)

 

2017

 

CDI + 0.90

 

R$

 

37,549

 

479,847

 

517,396

 

Debentures (6)

 

2022

 

IPCA + 6.20

 

R$

 

41,035

 

697,850

 

738,885

 

Debentures (6)

 

2019

 

IPCA + 6.00

 

R$

 

11,843

 

208,368

 

220,211

 

Debentures 1st Issue (6) (23)

 

2013

 

106% of CDI

 

R$

 

31,743

 

 

31,743

 

Private Debentures - BNDESPar (6) (17)

 

2016

 

8.62%

 

R$

 

29,548

 

82,709

 

112,257

 

Public debentures - CVM 476/09 (6) (17)

 

2015

 

7.87%

 

R$

 

543

 

59,570

 

60,113

 

Taesa - Debentures (6) (16)

 

2015

 

CDI + 1.30%

 

R$

 

55,546

 

99,642

 

155,188

 

Taesa - Debentures (6) (16)

 

2015

 

IPCA + 7.91%

 

R$

 

46,845

 

84,862

 

131,707

 

Taesa - Debentures (6) (16)

 

2017

 

106.0% of CDI

 

R$

 

663

 

352,567

 

353,230

 

Taesa - Debentures (6) (16)

 

2017

 

CDI + 0.78%

 

R$

 

4,514

 

288,042

 

292,556

 

Taesa - Debentures (6) (16)

 

2020

 

IPCA + 4.85% p.a.

 

R$

 

3,395

 

348,802

 

352,197

 

Taesa - Debentures (6) (16)

 

2024

 

IPCA + 5.10% p.a.

 

R$

 

3,159

 

308,776

 

311,935

 

Debentures (10) (6)

 

2016

 

CDI + 1.30%

 

R$

 

3,332

 

22,224

 

25,556

 

 

52



Table of Contents

 

Debentures (19) (6)

 

2016

 

CDI + 1.30%

 

R$

 

20,813

 

46,535

 

67,348

 

Debentures (20) (6)

 

2016

 

CDI + 1.30%

 

R$

 

44,239

 

159,193

 

203,432

 

Debentures (21) (6)

 

2016

 

112.5% of CDI

 

R$

 

7,176

 

21,035

 

28,211

 

Debentures (6) (11)

 

2013

 

IPCA

 

R$

 

80,613

 

78,905

 

159,518

 

Debentures 3rd Issue - Light Energia (5) (6)

 

2026

 

CDI + 1.18%

 

R$

 

55

 

9,692

 

9,747

 

Debentures - Renova - Light Energia (5) (6)

 

2022

 

CDI + 1.51%

 

R$

 

 

21,449

 

21,449

 

Debentures - Guanhães - Light Energia (5) (6)

 

2013

 

CDI + 0.39%

 

R$

 

10,729

 

 

10,729

 

Debentures I and IV (5) (6)

 

2015

 

TJLP + 4.00%

 

R$

 

6

 

10

 

16

 

Debentures V (5) (6)

 

2014

 

CDI + 1.50%

 

R$

 

29,937

 

36,563

 

66,500

 

Debentures VI (5) (6)

 

2011

 

115% of CDI

 

R$

 

 

 

 

Debentures VI I (5) (6)

 

2016

 

CDI + 1.35%

 

R$

 

2,604

 

210,613

 

213,217

 

Debentures VIII (5) (6)

 

2026

 

Cdi+1.18%

 

R$

 

862

 

152,495

 

153,357

 

Debentures Light Energia (5) (6)

 

2016

 

CDI + 1.45%

 

R$

 

1,044

 

55,608

 

56,652

 

Debentures Light Energia II (5) (6)

 

2019

 

CDI + 1.18%

 

R$

 

4,068

 

137,501

 

141,569

 

ITAÚ — BBA Debentures (6) (24)

 

2017

 

CDI + 0.9875% p.a.

 

R$

 

679

 

10,830

 

11,509

 

ITAÚ — BBA Debentures (6) (25)

 

2017

 

CDI + 0.9875% p.a.

 

R$

 

672

 

9,840

 

10,512

 

Total, Debentures

 

 

 

 

 

 

 

1,947,317

 

4,938,417

 

6,885,734

 

Overall total, Consolidated

 

 

 

 

 

 

 

7,106,306

 

9,064,004

 

16,170,310

 

 

Interest rates vary:       2.00 to 8.00% p.a.; six-month Libor plus spread of 0.81% to 0.88% p.a.

Loan of the holding company.

Swaps for exchange of rates were contracted. The rate for the loans and financings taking the swaps into account is  CDI + 1.50% p.a.;

Refers to the senior units of the credit rights funds. See Explanatory Note 10 to the consolidated financial statements.

Loans, financings and debentures of Light.

Nominal, unsecured, book-entry debentures not convertible into shares, without preference.

Financing of Transchile.

Financing of Cachoeirão.

Contracts adjusted to present value, as per CPC12.

Loan contracted by the jointly-controlled subsidiary Empresa Catarinense de Transmissão de Energia S.A — ECTE.

Loan contracted by the jointly-controlled subsidiary Madeira Energia.

Loan contracted for the jointly-controlled subsidiary Hidrelétrica Pipoca S.A.

Loan contracted by the jointly-controlled subsidiary Praia de Morgado S.A.

Loan contracted by the jointly-controlled subsidiary Praias de Parajuru S.A.;

Loan contracted by the jointly-controlled subsidiary Volta do Rio S.A.

Loan contracted by the jointly-controlled subsidiary Taesa.

Financing of Gasmig.

 

53



Table of Contents

 

Loan contracted by Cemig Telecom.

Loan contracted by the jointly-controlled subsidiary Empresa Norte de Transmissão de Energia S.A — ENTE. Loan contracted by the jointly-controlled subsidiary Empresa Amazonense de Transmissão de Energia S.A — EATE.

Loan contracted by the jointly-controlled subsidiary Empresa Paraense de Transmissão de Energia S.A — ETEP.

Loan contracted by the jointly-controlled subsidiary LightGer.

Loan contracted by the jointly-controlled subsidiary Guanhães Energia.

Loan contracted by the jointly-controlled subsidiary Transudeste.

Loan contracted by the jointly-controlled subsidiary Transirapé.

 

On December 31, 2011 Cemig’s debtor balance, in the consolidated view (considering the proportional equity interest in subsidiaries and affiliates), in relation to financial contracts was R$ 15.8 billion.  This table summarizes the Company’s principal contracts, on a consolidated basis, at December 31, 2011 (in thousands of Reais):

 

 

 

 

 

 

 

 

 

Consolidated

 

 

 

Principal

 

Annual financial

 

 

 

2011

 

Funding source

 

maturity

 

cost (%)

 

Currency

 

Current

 

Non-current

 

Total

 

FOREIGN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

ABN AMRO Real (3)

 

2013

 

6

 

US$

 

23,541

 

23,448

 

46,989

 

Banco do Brasil — Various bonds (1)

 

2024

 

Various

 

US$

 

7,481

 

27,345

 

34,826

 

BNP Paribas

 

2012

 

5.89

 

Euro

 

1,387

 

 

1,387

 

KFW

 

2016

 

4.50

 

Euro

 

1,606

 

6,422

 

8,028

 

Brazilian Federal Treasury (1)

 

2024

 

Various

 

US$

 

3,670

 

13,223

 

16,893

 

Banco Interamericano del Desarrollo (7)

 

2026

 

2.12

 

US$

 

1,448

 

34,081

 

35,529

 

BNP — 36mn — Euros

 

2014

 

0.04

 

Euro

 

217

 

27,665

 

27,882

 

Merrill Lynch — US$50mn

 

2016

 

0.03

 

US$

 

112

 

30,458

 

30,570

 

BID (16)

 

2022

 

Libor + 1.7 to 2.2% p.a.

 

BID (16)

 

2,969

 

49,933

 

52,902

 

BID (16)

 

2023

 

Libor + 1.5 to 1.88% p.a.

 

BID (16)

 

7,061

 

85,500

 

92,561

 

Others

 

2019

 

Various

 

Various

 

8,034

 

3,306

 

11,340

 

Debt in foreign currency

 

 

 

 

 

 

 

57,526

 

301,381

 

358,907

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

BRAZILIAN CURRENCY

 

 

 

 

 

 

 

 

 

 

 

 

 

Banco do Brasil

 

2012

 

109.80 of CDI

 

R$

 

591,951

 

 

591,951

 

Banco do Brasil

 

2013

 

CDI + 1.70

 

R$

 

29,525

 

27,319

 

56,844

 

Banco do Brasil

 

2013

 

107.60 of CDI

 

R$

 

10,566

 

126,000

 

136,566

 

Banco do Brasil

 

2014

 

104.10 of CDI

 

R$

 

1,024,881

 

200,000

 

1,224,881

 

Banco do Brasil

 

2013

 

10.83

 

R$

 

(4,576

)

711,372

 

706,796

 

Banco do Brasil

 

2014

 

98.5% of CDI

 

R$

 

(2,603

)

439,240

 

436,637

 

Banco do Brasil

 

2012

 

106.00 of CDI

 

R$

 

99,779

 

 

99,779

 

Banco Itaú BBA

 

2013

 

CDI + 1.70

 

R$

 

123,331

 

35,506

 

158,837

 

Banco Itaú BBA

 

2014

 

CDI + 1.70

 

R$

 

1,219

 

1,736

 

2,955

 

Banco Votorantim

 

2013

 

CDI + 1.70

 

R$

 

28,086

 

25,329

 

53,415

 

Brazilian Development Bank (BNDES)

 

2026

 

TJLP + 2.34

 

R$

 

8,027

 

103,651

 

111,678

 

Bradesco

 

2014

 

CDI + 1.70

 

R$

 

640

 

910

 

1,550

 

Bradesco

 

2013

 

CDI + 1.70

 

R$

 

103,868

 

94,313

 

198,181

 

Bradesco

 

2012

 

106.00 of CDI

 

R$

 

990,142

 

 

990,142

 

 

54



Table of Contents

 

Debentures (6)

 

2014

 

IGP-M + 10.50

 

R$

 

21,087

 

351,610

 

372,697

 

Debentures — Minas Gerais State Government (6) (9)

 

2031

 

IGP-M

 

R$

 

 

46,896

 

46,896

 

Debentures (6)

 

2017

 

IPCA + 7.96

 

R$

 

1,678

 

500,970

 

502,648

 

Debentures (6)

 

2012

 

CDI+ 0.90

 

R$

 

1,754,714

 

 

1,754,714

 

Debentures (6)

 

2015

 

IPCA + 7.68

 

R$

 

1,367,937

 

 

1,367,937

 

Eletrobras

 

2013

 

FINEL + 7.50 to 8.50

 

R$

 

12,887

 

12,716

 

25,603

 

Eletrobras

 

2023

 

UFIR. RGR + 6.00 to 8.00

 

R$

 

73,506

 

354,732

 

428,238

 

Santander do Brasil

 

2013

 

CDI + 1.70

 

R$

 

20,533

 

19,918

 

40,451

 

Unibanco

 

2013

 

CDI + 1.70

 

R$

 

83,951

 

77,321

 

161,272

 

Unibanco (2) 

 

2013

 

CDI + 1.70

 

R$

 

21,688

 

18,397

 

40,085

 

Itaú and Bradesco (4)

 

2015

 

CDI + 1.70

 

R$

 

199,917

 

620,079

 

819,996

 

Banco do Brasil (8)

 

2020

 

TJLP + 2.55

 

R$

 

2,732

 

20,036

 

22,768

 

Unibanco (8) 

 

2020

 

TJLP + 2.55

 

R$

 

864

 

4,904

 

5,768

 

Debentures I and IV (5) (6)

 

2015

 

TJLP + 4.00

 

R$

 

6

 

16

 

22

 

Debentures V (5) (6)

 

2014

 

CDI + 1.50

 

R$

 

63,799

 

177,960

 

241,759

 

Debentures VII (5) (6)

 

2016

 

CDI + 1.35

 

R$

 

4,022

 

210,378

 

214,400

 

Debentures - Light Energia I (5) (6)

 

2016

 

CDI + 1.45

 

R$

 

1,521

 

55,553

 

57,074

 

Debentures — Light Energia II (5) (6)

 

2019

 

1.18% of CDI

 

R$

 

62

 

137,425

 

137,487

 

CCB Bradesco S.A. (5)

 

2017

 

CDI + 0.85

 

R$

 

28,042

 

121,778

 

149,820

 

ABN Amro Real (5)

 

2014

 

CDI + 0.95

 

R$

 

1,025

 

25,980

 

27,005

 

BNDES (5)

 

2019

 

TLJP

 

R$

 

52,508

 

319,221

 

371,729

 

Debentures (6) (10)

 

2016

 

CDI+1.30%

 

R$

 

3,161

 

10,120

 

13,281

 

Debentures (6) (10)

 

2016

 

CDI+1.30%

 

R$

 

20,992

 

67,156

 

88,148

 

Debentures (6) (10)

 

2016

 

CDI+1.30%

 

R$

 

39,787

 

127,248

 

167,035

 

Debentures (6) (10)

 

2016

 

112.5% of CDI

 

R$

 

6,920

 

28,204

 

35,124

 

BNDES (11)

 

2033

 

TJLP + 2.40

 

R$

 

1,251

 

348,254

 

349,505

 

Debentures (11)

 

2013

 

IPCA

 

R$

 

135,450

 

71,644

 

207,094

 

BNDES — Onlending (11)

 

2033

 

TJLP

 

R$

 

1,686

 

353,097

 

354,783

 

Amazonia — FNO

 

2031

 

10% p.a.

 

R$

 

92

 

54,715

 

54,807

 

BNDES — Principal Subcredits A/B/C/D (10)

 

2015

 

Various

 

R$

 

237

 

66,695

 

66,932

 

BNDES (12)

 

2024

 

TJLP +2.15

 

R$

 

3,054

 

36,907

 

39,961

 

CEF (13)

 

2022

 

TJLP + 3.50

 

R$

 

6,941

 

57,843

 

64,784

 

CEF (14)

 

2021

 

TJLP + 3.50

 

R$

 

5,685

 

46,424

 

52,109

 

CEF (15)

 

2022

 

TJLP + 3.50

 

R$

 

9,294

 

85,973

 

95,267

 

BNDES (16)

 

2019

 

Various

 

R$

 

35,000

 

175,744

 

210,744

 

Syndicate of banks (16)

 

2015

 

CDI + 0.90%

 

R$

 

9,264

 

9,198

 

18,462

 

CEF (16)

 

2016

 

117.5 of CDI

 

R$

 

2,375

 

8,210

 

10,585

 

Debentures (6) (20)

 

2017

 

Various

 

R$

 

17,855

 

814,379

 

832,234

 

Promissory Notes (Itaú)

 

2012

 

Various

 

R$