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 June 2014
Commission File Number 1-15224
Energy Company of Minas Gerais
(Translation of Registrants Name Into English)
Avenida Barbacena, 1200
30190-131 Belo Horizonte, Minas Gerais, Brazil
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Forward-Looking Statements
This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those risk factors set forth in our most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. CEMIG undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG | |||
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By: |
/s/ Luiz Fernando Rolla | ||
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Name: |
Luiz Fernando Rolla | |
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Title: |
Chief Officer for Finance and Investor Relations | |
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Date: June 11, 2014 |
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COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ 17.155.730/0001-64 NIRE 31300040127
BOARD OF DIRECTORS
SUMMARY OF MINUTES
OF THE
587TH MEETING
Date, time and place: |
February 6, 2014, at 9 a.m., at the companys head office, | |
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Meeting Committee: |
Chair: |
Djalma Bastos de Morais; |
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Secretary: |
Anamaria Pugedo Frade Barros. |
Summary of proceedings:
I Conflict of interest: The Chair asked the Board Members present whether any of them had conflict of interest in relation to the matters on the agenda of this meeting, and all stated there was no such conflict of interest.
II The Board approved the minutes of this meeting.
III The Board authorized:
a) Creation of a wholly-owned subsidiary of the Company with head office in Spain, to be named Cemig Overseas S.L.
The objects of this company shall be: to purchase, sign, exchange and sell, on its own behalf, without activities of an intermediary, all types of securities, Brazilian or otherwise, issued by companies, of any legal type, whose activities are related to energy services in their various fields, and in particular to carry out activities of management and administration of securities representing the share capital of entities with head office in Spain or otherwise.
This company shall have initial share capital of three hundred thousand euros, represented by three hundred thousand shares, to be subscribed for one euro each, and fully paid up in cash, for which the foreign exchange transaction shall be made and finalized on the date of constitution of the company.
Appointment of:
Mr. Fernando Henrique Schüffner Neto and Mr. Luiz Fernando Rolla
as directors of Cemig Overseas S.L., for a period of office of two years.
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.
b) Constitution of the CemigEPM Consortium, with Empresas Públicas de Medellín E.S.P. (EPM), through signature by the parties of the following legal instruments:
1) A Consortium Agreement, for the purpose of presenting a joint bid in the Second Phase of the Process of Sale by the government of Colombia of its shares in Isagen S.A. E.S.P. (Isagen).
· In this consortium Cemig will hold an interest of 87.7% and EPM will hold an interest of 12.3%.
· This proportion may be changed by the parties if the offering of shares is less than 57.6624% of the total capital of Isagen.
· Cemig shall be entitled to assign the whole of its interest in the said Consortium to any company in which it has direct or indirect control, provided such assignment has the consent of EPM.
2) A Memorandum of Understanding, for structuring of an economic offer in the Process of Sale, to provide for EPM to own up to 20% of the subscribed and paid-up capital.
· In the event that the consortium wins the bid, Cemig shall exercise either direct or indirect control of Isagen, and shall have the right to assign the whole of its interest to any company in which it has direct or indirect control, provided that such assignment has the consent of EPM.
IV Comments: The Chair spoke on a subject of interest to the Company.
The following were present:
Board members: |
Dorothea Fonseca Furquim Werneck, Djalma Bastos de Morais, Arcângelo Eustáquio Torres Queiroz, Fuad Jorge Noman Filho, Guy Maria Villela Paschoal, João Camilo Penna, Paulo Roberto Reckziegel Guedes, Tadeu Barreto Guimarães,
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Wando Pereira Borges, Adriano Magalhães Chaves, Bruno Magalhães Menicucci, José Augusto Gomes Campos, Newton Brandão Ferraz Ramos, Tarcísio Augusto Carneiro, Christiano Miguel Moysés, Marina Rosenthal Rocha, Paulo Sérgio Machado Ribeiro; |
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Secretary: |
Anamaria Pugedo Frade Barros. |
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(Signed by:) Anamaria Pugedo Frade Barros.
Commercial Board of the State of Minas Gerais
I certify registry on: May 15, 2014
Under the number: 5271986
Filing Receipt number: 14/326.590-3
Marinely de Paula Bomfim
General Secretary
2. Minutes of the Ordinary and Extraordinary General Meetings of Stockholders Held, concurrently, on April 30, 2014
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
CNPJ 17.155.730/0001-64 NIRE 31300040127
MINUTES
OF THE
ORDINARY AND EXTRAORDINARY
GENERAL MEETINGS OF STOCKHOLDERS
HELD, CONCURRENTLY, ON APRIL 30, 2014
At 11 a.m. on April 30, 2014, stockholders representing more than two-thirds of the voting stock of Companhia Energética de Minas Gerais Cemig met in Extraordinary General Meeting on first convocation, at the Companys head office, Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil, as verified in the Stockholders Attendance Book, where all placed their signatures and made the required statements. The stockholder The State of Minas Gerais was represented by the General Attorney of Minas Gerais State, Mr. Roney Luiz Torres Alves da Silva, in accordance with the legislation. Also present were: the Chair of the Audit Board, Mr. Aristóteles Luiz Menezes Vasconcellos Drummond; Deloitte Touche Tohmatsu Auditores Independentes, represented by Mr. José Ricardo Faria Gomez, CRC-SP 218398/O-1 S/MG, and Mr. Leonardo Fonseca de Freitas Maia, CRC-MG 079276/O-7; and the Chief Finance and Investor Relations Officer of Cemig, Mr. Luiz Fernando Rolla.
Initially, Ms. Anamaria Pugedo Frade Barros, General Manager of Cemigs Corporate Executive Office, stated that there was a quorum for an Ordinary and an Extraordinary General Meeting of Stockholders. She further stated that under Clause 10 of the Companys by-laws, the stockholders present should choose the Chair of this Meeting.
Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of the stockholder Luiz Fernando Rolla to chair the Meeting. The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and to the vote, and unanimously approved.
The Chair then declared the Meeting open and invited me, Anamaria Pugedo Frade Barros, a stockholder, to be Secretary of the meeting, asking me to read the convocation notice, published on March 25, 26 and 27 of this year, in the newspapers Minas Gerais, official publication of the Powers of the State, on pages 37, 69 and 69, respectively, and O Tempo, on pages 32, 33 and 33, respectively, the content of which is as follows:
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, 2014 at 11 a.m., at the companys 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, 2013, and their complementary documents.
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.
2 Allocation of the Net profit for the 2013 business year, in the amount of R$ 3,103,855,000, and of the balance of retained earnings, in the amount of R$ 109,056,000.
3 Decision on the form and date of payment of dividends, and Interest on Equity, in the amount of R$ 1,655,602,000.
4 Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office; and setting of their remuneration.
5 Election of the sitting and substitute members of the Board of Directors, due to the completion of their current period of office.
6 Setting of the remuneration of the Companys Managers.
7 Orientation of the vote of the Companys representative(s) in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A. (Cemig D), also to be held on April 30, 2014, as to the following:
a) Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and their complementary documents.
b) Proposal for allocation of the net profit for 2013, in the amount of R$ 490,254,000.
c) Decision on the form and date of payment of dividends and Interest on Equity, in the amount of R$ 263,600,000.
c) Election of the sitting and substitute members of the Board of Directors, if there is alteration in the composition of the Board of Directors of Cemig.
e) Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office.
8 Orientation of the vote(s) of the Companys representative in the Ordinary and Extraordinary General Meetings of Stockholders of Cemig Geração e Transmissão S.A (Cemig GT), also to be held on April 30, 2014 as to the following:
a) Examination, debate and voting on the Report of Management and the Financial Statements for the year ended December 31, 2013, and their complementary documents.
b) Allocation of
· the net profit for the business year 2013, in the amount of R$ 1,811,374,000, and
· the balance of retained earnings in the amount of R$ 94,008,000.
c) Decision on the form and date of payment of
· dividends, and Interest on Equity, in the amount of R$ 986,522,000.
d) Capital increase:
Authorization, verification and approval of an increase in the share capital of Cemig GT:
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· from: |
R$ |
893,192,096.76 |
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· to: |
R$ |
1,700,000,000.00 |
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without issuance of new shares, through capitalization of
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R$ |
806,807,903.24 |
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comprising: |
R$ |
419,870,518.58 |
from the balance of the Legal Reserve; |
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and |
R$ |
386,937,384.66 |
from part of the Earnings Retention Reserve; |
and consequent alteration of the head paragraph of Clause 5 of the by-laws of Cemig GT.
e) Election of the sitting and substitute members of the Board of Directors, if there is any change in the composition of the Board of Directors of Cemig.
f) Election of the sitting and substitute members of the Audit Board, due to the completion of their period of office.
Under Article 3 of CVM Instruction 165 of December 11, 1991, adoption of the multiple voting system for election of members of the Companys Board requires the vote of stockholders representing a minimum percentage of 5% (five per cent) of the voting stock.
Any stockholder who wishes to be represented by proxy at the said General Meetings of Stockholders should obey the terms of Article 126 of Law 6406/1976, as amended, and of the sole paragraph of Clause 9 of the Companys Bylaws, depositing, preferably by April 28, 2014, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemigs Corporate Executive Secretariat Office at Av. Barbacena 1200, 19th floor, B1 Wing, Belo Horizonte, MG, Brazil.
Belo Horizonte March 13, 2014.
Dorothea Fonseca Furquim Werneck
Chair, Board of Directors.
In accordance with Item 1 of the agenda the Chair then placed in debate the Report of Management and the Financial Statements for the year ended December 31, 2013, and the respective complementary documents, explaining that they have been widely disclosed in the press, since they were placed at the disposal of stockholders by a notice published in the newspapers Minas Gerais, the official journal of the Powers of the State, on March 22, 25 and 26 of this year, on pages 87, 37 and 69, respectively, and in O Tempo on March 22, 23 and 24 of this year, on pages 34, 38 and 18, respectively, and published again in the same newspapers on April 12 of this year.
The Chair put to the vote the Report of Management and the Financial Statements for the year ended December 31, 2013, and the respective complementary documents, and they were approved by majority, with the persons legally impeded abstaining.
Continuing the proceedings, the Chair asked the Secretary to read the Proposal by the Board of Directors, which deals with items 2, 3, 7 and 8 of the convocation, and also to read the Opinion of the Audit Board thereon. The contents of these documents are as follows:
PROPOSAL
BY THE BOARD OF DIRECTORS
TO THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
TO BE HELD, CONCURRENTLY, BY
APRIL 30, 2014
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, govern the holding of an annual meeting;
b) the Financial Statements for 2013 present net profit of R$ 3,103,855,000, and a balance of retained earnings of R$ 109,056,000 arising from realization of the Reserve for Adjustments to Stockholders Equity, and it is the duty of the Board of Directors to make a proposal to the Annual General Meeting for allocation of the Companys net profit;
c) Cemig Distribuição S.A. (Cemig D) and Cemig Geração e Transmissão S.A. (Cemig GT) are wholly-owned subsidiaries of Companhia Energética de Minas Gerais (Cemig);
d) Cemig D is scheduled to hold Ordinary and Extraordinary General Meetings of Stockholders, together, on or before April 30, 2014;
e) Cemig G is scheduled to hold Ordinary and Extraordinary General Meetings of Stockholders, together, on or before April 30, 2014;
f) Clause 21, § 4 sub-Clause g, of the by-laws of Cemig states:
g) Clause 21 ...
§4 The following matters shall require a decision by the Executive Board: ...
g) approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, 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 Implementation Plan;
· now proposes to you as follows:
I) Allocation of
· the net profit for the business year 2013, in the amount of R$ 3,103,855, and of
· the balance of retained earnings, in the amount of R$ 109,056,000 as to:
a) R$ 1,655,602,000 as dividends, to the Companys stockholders, comprising:
1) R$ 533,149,000 in the form of Interest on Equity, as per Board Spending Decisions CRCA 099/2013 of October 11, 2013, and CRD 452/2013 of December 6, 2013, to those stockholders whose names were on the companys Nominal Share Register on December 5, 2013;
2) R$ 1,122,453,000 in the form of dividends for 2013, to those stockholders whose names are on the companys Nominal Share Register on the day on which the Ordinary General Meeting of Stockholders is held;
b) R$ 1,557,309,000 to be held in Stockholders equity in the account Reserve under the by-laws, provided for by sub-clause c of the sole sub-paragraph of Clause 28 and by Clause 30 of the said by-laws.
· the payments of dividends to be made in two equal installments, by June 30 and December 30, 2014, 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) That the representative(s) of Cemig in the Ordinary and Extraordinary General Meetings of stockholders of Cemig GT and Cemig D, both to be held by April 30, 2014, 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, 2013, and the respective complementary documents.
b) Allocation of the net profit for 2013, in the amount of R$ 490,254,000.
c) Decision on the form and date of payment of dividends, and of Interest on Equity, in the amount of R$ 263,600,000.
d) Election of the sitting and substitute members of the Board of Directors, if there is a change in the composition of the Board of Directors of Cemig.
e) Election of the sitting and substitute members of the Audit Board, due to the completion of their 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, 2013, and the respective complementary documents.
b) Allocation of
· the net profit for the business year 2013, in the amount of R$ 1,811,374,000, and of
· the balance of retained earnings in the amount of R$ 94,008,000.
c) Decision on the form and date of payment of dividends, and of Interest on Equity, in the amount of R$ 986,522,000.
d) Capital increase:
Authorization, verification and approval of an increase in the share capital of Cemig GT:
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· from: |
R$ |
893,192,096.76 |
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· to: |
R$ |
1,700,000,000.00, |
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without issuance of new shares, through capitalization of | ||||
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R$ |
806,807,903.24, |
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comprising: |
R$ |
419,870,518.58 |
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from the balance of the Legal Reserve; |
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and |
R$ |
386,937,384.66 |
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from part of the Earnings Retention Reserve; |
e) Consequent redrafting of the Head paragraph of Clause 5 of the by-laws of Cemig GT, to the following:
Clause 5 The Companys registered capital is R$ 1,700,000,000.00 (one billion seven hundred million Reais), represented by 2,896,785,358 (two billion, eight hundred ninety six million, seven hundred eighty five thousand, three hundred fifty eight) nominal common shares without par value.
f) Election of the sitting and substitute members of the Board of Directors, if there is a change in the composition of the Board of Directors of Cemig.
g) Election of the sitting and substitute members of the Audit Board, due to the completion of their 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 it will be approved.
Belo Horizonte, March 13, 2014. |
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Dorothea Fonseca Furquim Werneck |
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Paulo Roberto Reckziegel Guedes |
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Djalma Bastos de Morais |
Tadeu Barreto Guimarães |
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Arcângelo Eustáquio Torres Queiroz |
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Wando Pereira Borges |
Eduardo Borges de Andrade |
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Bruno Magalhães Menicucci |
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Guy Maria Villela Paschoal |
José Augusto Gomes Campos |
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Joaquim Francisco de Castro Neto |
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Newton Brandão Ferraz Ramos |
APPENDIX 1
TO THE PROPOSAL BY THE BOARD OF DIRECTORS
TO THE ORDINARY GENERAL MEETING OF STOCKHOLDERS TO BE HELD BY APRIL 30, 2014:
ALLOCATION OF THE NET PROFIT FOR 2013
CALCULATION OF PROPOSED DIVIDENDS COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
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December 31, 2013 |
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Calculation of the Minimum Dividends required by the Bylaws for the preferred shares |
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Nominal value of the preferred shares |
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4,190,385 |
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Percentage applied to the nominal value of the preferred shares |
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10.00 |
% |
Amount of the dividends by the First payment criterion |
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419,038 |
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Stockholders equity |
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12,922,859 |
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Preferred shares as a percentage of Stockholders equity (net of shares held in Treasury) |
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66.58 |
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Portion of Stockholders equity represented by the preferred shares |
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8,604,040 |
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Percentage applied to the portion of Stockholders equity represented by the preferred shares |
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3.00 |
% |
Amount of the dividends by the Second payment criterion |
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258,121 |
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Minimum obligatory dividends required by the by-laws for the Preferred Shares |
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419,038 |
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Obligatory Dividend |
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Net profit for the year |
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3,103,855 |
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Obligatory dividend 50.00% of net profit |
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1,551,928 |
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Net dividends proposed: |
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Interest on Equity |
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533,149 |
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Ordinary dividends |
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1,067,925 |
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1,601,074 |
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Income tax on Interest on Equity |
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(49,146 |
) |
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1,551,928 |
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Additional dividends |
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54,528 |
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1,606,456 |
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Dividend per share, R$ |
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Minimum Dividends required by the by-laws for the preferred shares |
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0.50 |
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Obligatory dividend (net of withholding Income tax on Interest on Equity) |
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1.23 |
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Proposed dividends (net of withholding Income tax on Interest on Equity) |
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1.28 |
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OPINION OF THE AUDIT BOARD
The undersigned members of the Audit Board of Companhia Energética de Minas Gerais Cemig, in the performance of their duties under the law and under the by-laws, have examined the Proposal by the Board of Directors to the Ordinary and Extraordinary General Meetings of Stockholders to be held by April 30, 2014, in relation to the allocation of the net profit for 2013, in the amount of R$ 3,103,855,000, and of the balance of retained earnings arising from realization of the Stockholders Equity Valuation Adjustments Reserve, as follows:
a) R$ 1,655,602,000 to be allocated as dividends to stockholders, as follows:
1) R$ 533,149,000 in the form of Interest on Equity, in accordance with the following Board Spending Decisions:
CRCA 099/2013, of October 11, 2013, and
CRD 452/2013, of December 6, 2013
· to stockholders on the Companys Nominal Share Registry on December 5, 2013; and
2) R$ 1,122,453,000 in the form of dividends for the 2013 business year,
· to stockholders of record on the date on which the Ordinary General Meeting is held;
b) R$ 1,557,309,000 to be held in Stockholders equity in the Reserve Account Under the By-laws, specified in Subclause c of the sole sub-paragraph of Clause 28, and in Clause 30, of the by-laws.
· the payments of the dividends to be made in two installments, by June 30 and December 30, 2014, which dates may be brought forward, in accordance with the availability of cash and at the option of the Executive Board.
After carefully analyzing the said proposals and further taking into account that the applicable rules governing the matters have been complied with, it is opinion of the members of the Audit Board that they should be approved by the said General Meetings of Stockholders.
Belo Horizonte, March 13, 2014.
Signed: |
Aristóteles Luiz Menezes Vasconcellos Drummond, |
Luiz Guaritá Neto, |
Lauro Sander, |
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Thales de Souza Ramos Filho, |
Bruno Gonçalves Siqueira. |
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The Chair then placed the proposal of the Board of Directors relating to items 2, 3, 7 and 8 of the Convocation in debate, and subsequently put it to a vote, and it was approved by a majority of votes.
Continuing with the agenda, the Chairman reported the resignation, on April 7, 2014, of the Board Member Dorothea Fonseca Furquim Werneck, as per a letter in the Companys possession, and also that period of office of the members of the Board of Directors ended with today meeting; hence a new election should thus be held for that Board, with a period of office of 2 (two) years, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 2016 in accordance with the head paragraph of Clause 12 of the by-laws.
Continuing, the Chairman stated that adoption of the Multiple Vote had been requested by the stockholder AGC Energia S.A. and by FIA Dinâmica Energia, as per a letter in the Companys possession, and that 28,132,920 shares would be necessary for the election of each member of the Board of Directors.
Finally, the Chair pointed out that it will be necessary first, in view of Clause 12 of the by-laws, to proceed to election of the sitting member and his respective substitute member put forward by representatives of the holders of the preferred shares, and only then to apply the instrument of Multiple Vote to fill the remaining vacancies on the Board of Directors.
Asking for the floor, as holder of preferred shares, the stockholder Leticia Pedercini Issa nominated the following persons to be members of the Board of Directors:
· as sitting member:
Guy Maria Villela Paschoal |
- Brazilian, married, engineer, resident and domiciled at Belo Horizonte, Minas Gerais, at Rua Jornalista Djalma Andrade 210, Belvedere, CEP 30320-540, bearer of Identity Card M-616, issued by the Public Safety Department of the State of Minas Gerais, and of CPF 000798806-06; |
· and as his substitute member:
Flávio Miarelli Piedade |
- Brazilian, married, company manager, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Maranhão 1418/2401, Funcionários, CEP 30150-331, bearer of Identity Card M-2756875, issued by the Public Safety Department of Minas Gerais State, and CPF 703736396-00; |
The Chair submitted these nominations to debate, and, subsequently to votes separately, with only holders of preferred shares participating, and they were approved by majority vote.
The Chair then explained that, to complete the Board of Directors, the representative of the stockholder FIA Dinâmica Energia could put forward 1 (one) sitting member and a related substitute member; the representative of AGC Energia S.A. could put forward 4 (four) sitting members and respective substitute members; and the representative of the stockholder The State of Minas Gerais could put forward 7 (seven) sitting members, and their respective substitute members. He also noted that due to fractional numbers of common shares held by the stockholders present, a joint nomination of a sitting member and his/her substitute, to the Board of Directors was also possible. The representative of the stockholder FIA Dinâmica Energia then asked for the floor, and proposed the following members for the Board of Directors:
· as sitting member:
José Pais Rangel |
Brazilian, married, lawyer, domiciled in Rio de Janeiro Rio de Janeiro State, at Av. Presidente Vargas 463/13º andar, Centro, CEP 20071-003, bearer of Identity Card 22191, issued by the Brazilian Bar Association OAB/RJ, and CPF 239775667-68; |
· and as his substitute member:
José João Abdalla Filho |
Brazilian, unmarried, banker, domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Presidente Vargas 463/13º andar, Centro, CEP 20071-003, bearer of Identity Card 1439471, issued year the Public Safety Department of São Paulo State, and CPF 245730788-00. |
Asking for the floor, the representative of the stockholder AGC Energia S.A. then proposed the following for the Board of Directors:
· as sitting members:
Eduardo Borges de Andrade |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte-MG, at Alameda das Falcatas 879, São Luiz, CEP 31275-070, bearer of Identity Card M-925419, issued by the Public Safety Department of the State of Minas Gerais, and CPF 000309886-91; |
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Eduardo Otávio Marques de Azevedo |
Brazilian, married, engineer, resident and domiciled in São Paulo, São Paulo State, at Rua Afonso Braz, 115/91, Vila Nova Conceição, CEP 04511-010, bearer of Identity Card MG-479057, issued by the Public Safety Department of the State of Minas Gerais, and CPF 129364566-49; |
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Paulo Roberto Reckziegel Guedes |
Brazilian, married, engineer, resident and domiciled in Nova Lima Minas Gerais, at Alameda do Morro 85, Torre 4, Apt. 1600, Vila da Serra, CEP 34000-000, bearer of Identity Card MG-13975681, issued by the Public Safety Department of the State of Minas Gerais, and CPF 400540200-34; |
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Ricardo Coutinho de Sena |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Rio de Janeiro 2299/1801, Lourdes, CEP 30160-042, bearer of Identity Card M-30172, issued by the Public Safety Department of the State of Minas Gerais, and CPF 090927496-72; |
and as their respective substitute members:
Tarcísio Augusto Carneiro |
Brazilian, legally separated, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Professor Alvino de Paula 27, Estoril, CEP 30450-430, bearer of Identity Card M-1076524, issued by the Public Safety Department of the State of Minas Gerais, and CPF 372404636-72; |
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Bruno Magalhães Menicucci |
Brazilian, single, production engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Nunes Vieira 86/402, Santo Antônio, CEP 30350-120, bearer of Identity Card M-11890035, issued by the Public Safety Department of the State of Minas Gerais, and CPF 081100286-16; |
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Marina Rosenthal Rocha |
Brazilian, married, civil engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Alagoas 904/802, Funcionários, CEP 30130-160, bearer of Identity Card M-11781993, issued by the Public Safety Department of the State of Minas Gerais, and CPF 060.101.836-26. |
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Newton Brandão Ferraz Ramos |
Brazilian, married, accountant, resident and domiciled in Nova Lima, Minas Gerais, at Rua Mares de Montanha 1245, Vale dos Cristais, CEP 34000-000, bearer of Identity Card MG-4019574, issued by the Public Safety Department of Minas Gerais State and CPF 813975696-20; |
The representative of the stockholder FIA Dinâmica Energia and the representative of the stockholder AGC Energia S.A., then asked for the floor and made the following nominations for the Board of Directors:
· as sitting member:
Saulo Alves Pereira Junior |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Ludgero Dolabela 857/701, Gutierrez, CEP 30430-130, bearer of Identity Card M-5345878, issued by the Public Safety Department of the State of Minas Gerais, and CPF 787495906-00; |
· and as his substitute member:
José Augusto Gomes Campos |
Brazilian, married, physicist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Santa Catarina 1466/1602, Lourdes, CEP 30170-081, bearer of Identity Card MG-3059793, issued by the Public Safety Department of Minas Gerais State, and CPF 505516396-87. |
The nominations made by the representative of the stockholders FIA Dinâmica Energia and by the representative of AGC Energia S.A., and the nominations made jointly by the stockholders FIA Dinâmica Energia and AGC Energia S.A., were both approved by a majority of votes.
The Chair then stated that under §7 of Article 141 of the Brazilian Corporate Law (Law 6404 of December 15, 1976), as amended, the majority stockholder, The State of Minas Gerais, could now elect a number of stockholders equal to one more than the number elected by the other stockholders, independently of the number of members of that body specified in the by-laws.
This being so, he continued, since seven sitting members and their respective substitute members had been elected to the Board of Directors, the representative of the majority stockholder, The State of Minas Gerais, could now put forward 8 (eight) sitting members and their respective substitute members for election to the Board of Directors.
The representative of the stockholder State of Minas Gerais then asked for the floor, and proposed the following stockholders as members of the Board of Directors:
· as sitting members:
Danilo de Castro |
Brazilian, married, retired, government employee, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Júlia Nunes Guerra 145/1101, Luxemburgo, CEP 30380-400, bearer of Identity Card 978727, issued by the Public Safety Department of the State of Minas Gerais, and CPF 064.447.416-53; |
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Djalma Bastos de Morais |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais at R. Elza Brandão Rodarte, 81/1201, Belvedere, CEP 30320-630, bearer of Identity Card 1966100268-006633526, issued by the CREA of Rio de January, and CPF 006633526-49; |
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Arcângelo Eustáquio Torres Queiroz |
Brazilian, married, electricity employee, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua da Gameleira 100, Santa Branca, CEP 31565-240, bearer of Identity Card MG3632038, issued by the Public Safety Department of the State of Minas Gerais, and CPF 539109746-00, |
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Fuad Jorge Noman Filho |
Brazilian, married, economist, resident and domiciled at Nova Lima-MG, at Alameda Antibes 157, Condomínio Riviera, CEP 34000-000, bearer of Identity Card 458339, issued by the Public Safety Department of the State of Distrito Federal, and CPF nº 009880816-87; |
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João Camilo Penna |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte-MG, at Rua La Plata 90, Sion, CEP 30315-460, bearer of Identity Card MG-246968, issued by the Public Safety Department of the State of Minas Gerais, and CPF nº 000976836-04; |
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Joaquim Francisco de Castro Neto |
Brazilian, married, company manager, resident and domiciled in São Paulo-SP, at Rua Oscar Freire 74/11, Cerqueira Cesar, CEP 01426-000, bearer of Identity Card 3343795-6, issued by the Public Safety Department of the State of São Paulo, and CPF 026491797-91; |
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Tadeu Barreto Guimarães |
Brazilian, divorced, economist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Passa Tempo 65/700, Anchieta, CEP 30310-760, bearer of Identity Card M754157, issued by the Public Safety Department of Minas Gerais State, and CPF 370853526-04; and |
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Wando Pereira Borges |
Brazilian, stable union, economist, resident and domiciled in Brasília, Federal District, at SHIS, QL 12, Conj. 08, Casa 18, CEP 71630-285, bearer of Identity Card M-896082, issued by the Public Safety Department of Minas Gerais State, and CPF 000289756-3.4 |
and as their respective substitute members:
Paulo Sérgio Machado Ribeiro |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte-MG, at Rua Piauí 1848/503, Funcionários, CEP 30150-321, bearer of Identity Card 34133/D, issued by the Regional Engineering and Architecture Council of Minas Gerais (CREA/Minas Gerais), and CPF nº 428576006-15; |
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Lauro Sérgio Vasconcelos David |
Brazilian, separated, company manager, resident and domiciled in São Paulo-SP, at Rua Pedroso Alvarenga 543/247, Itaim Bibi, CEP 04531-011, bearer of Identity Card M-3373627, issued by the Public Safety Department of the State of Minas Gerais, and CPF 603695316-04. |
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Franklin Moreira Gonçalves |
Brazilian, married, data processing technologist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua João Gualberto Filho 551/302, Sagrada Família, CEP 31030-410, bearer of Identity Card M-5540831, issued by the Public Safety Department of the State of Minas Gerais, and CPF 754988556-72; |
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Luiz Augusto de Barros |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Curitiba 2401/1201, Lourdes, CEP 30170-122, bearer of Identity Card 6350, issued by CREA-MG, and CPF nº 000115841-49; |
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Guilherme Horta Gonçalves Júnior |
Brazilian, legally separated, economist, resident and domiciled in Rio de Janeiro-RJ, at Rua Cupertino Durão, 173/401, Leblon, Rio de Janeiro, CEP 22441-030, bearer of Identity Card 1622046, issued by the Public Safety Department of the State of Distrito Federal and CPF nº 266078757-34; and |
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Custódio Antonio de Mattos |
Brazilian, married, government employee, resident and domiciled in Belo Horizonte Minas Gerais, at Rua Gonçalves Dias 2142, Lourdes, CEP 30140-092, bearer of Identity Card M-258278, issued by the Public Safety Department of Minas Gerais State, and CPF 221.421.507-72; |
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Leonardo Maurício Colombini Lima |
Brazilian, married, accountant, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Gonçalves Dias, 1745/101, Lourdes, CEP 30140-092, bearer of Identity Card 705600, issued by the Public Safety Department of the State of Goiás, and CPF065276716-87; |
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Marco Antonio Rodrigues da Cunha |
Brazilian, married, engineer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Miguel Abras 33/501, Serra, CEP 30220-160, bearer of Identity Card M-281574, issued by the Public Safety Department of the State of Minas Gerais, and CPF 292581976-15; |
The nominations of the representative of the stockholder The State of Minas Gerais were put to debate, and to the vote, and were approved by a majority of votes.
The board members elected declared in advance that they are not subject to any prohibition on exercise of commercial activity, that they do not occupy any post in a company which could be considered to be a competitor of the Company, and that they do not have nor represent any interest conflicting with that of Cemig, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.
The Chair further stated that, as a result of the new composition of the Board of Directors of Cemig, and according to Clause 11, § 1º, of the head paragraph of Clause 12 of the by-laws of Cemig, and Clause 8, §1 of the by-laws of Cemig D and of Cemig GT, there is a need for change in the composition of the Boards of Directors of the wholly-owned subsidiaries Cemig D and Cemig GT, since the structure and composition of the Boards of Directors of those Companies must be identical to those of Cemig.
The Chair, then stating that:
whereas 15 (fifteen) sitting members and their representative substitute members had been elected to the Board of Directors of the Company, under §7 of article 141 of Law 6404, of December 15, 1976 as amended, and considering the following Clauses of the bylaws
a) §1º of Clause 11, which specifies that the structure and composition of the Board of Directors and the Executive Board of the Company shall be identical in Cemig Distribuição S.A. and in Cemig Geração e Transmissão S. A., with the exception of two appointments to the Executive Board;
b) the head paragraph of Clause 12 of the by-laws, which states that that Board shall comprise 14 (fourteen) members and an equal number of substitute members;
c) §4º of Clause 12 of the by-laws, which states that the Boards of Directors of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A. must obligatorily be constituted by the same sitting and substitute members as are elected to the Board of Directors of Cemig;
d) subclause g of §4 of Clause 21 of the by-laws of Cemig, which deals with declaration of vote, by the General Meeting of Stockholders of Cemig, in the General Meetings of Stockholders of Cemig D and Cemig GT; and
e) Clause 8, §1, of the by-laws of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A., which established that, also, the members of the Boards of Directors of those companies must, obligatorily, be the same members of the Board of Directors of the sole stockholder, Cemig;
· proposed convocation of a General Meetings of Stockholders of Cemig, to be held on June 3, 2014 at 11 a.m., to decide on the following proposal:
a) change in the drafting of Clause 12 of the by-laws of Cemig, to the following:
Clause 12 The Companys Board of Directors shall be made up of 15 (fifteen) members and an equal number of substitute members. One of the members shall be its Chairman and another its Vice-Chairman, and all shall be elected for the same concurrent period of office of (two) years, may be dismissed at any time by the General Meeting of Stockholders, and may be reelected.
and
b) that the representatives of the Company should vote in favor of the agenda at the General Meetings of Stockholders of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A. that decide on change of the drafting of the head paragraph of Article 8 of their by-laws, so that those Companies shall also have 15 (fifteen) sitting members and 15 substitute members on their Boards of Directors.
The proposal made by the Chair was placed in discussion, and subsequently, put to the vote, and was approved by a majority of votes.
Continuing with the agenda, the Chair informed the meeting that the period of office of the members of the Audit Board ended with this present meeting, and that a new election should thus be held for that Board, with a period of office of (one) year, that is to say, up to the Ordinary General Meeting of Stockholders to be held in 2015.
The Chair said that this election would be carried out with separate voting, in the case of candidates indicated by holders of preferred shares and by minority stockholders of common shares.
The Chair then placed the election of the sitting and substitute members of the Audit Board in debate.
The floor was the requested by the representative of the following stockholders
Caixa de Previdência dos Funcionários do Banco do Brasil-PREVI, |
BB Ações 22 FI, |
Fundação dos Economiários Federais-FUNCEF, |
BB Ações Institucional IBRX Ativo FI, |
BB Ações Energia FIA, |
BB Brasil Ações Dividendos FI, |
BB Regime próprio ações Governança Previdenciário FI, |
BB Top Ações Dividendos FIA, |
BB RPPS Ações Governança Previdenciário FI, |
BB Top Ações Ibovespa Indexado FI, |
BB Top Ações Ibovespa Ativo FI, |
BB Top Ações IBRX Indexado FI, |
BB Top Ações Índice de Sustentabilidade Empresarial FIA, |
BB Top Multi Balanceado FI, |
BB Top Ações Índice Sust. Empres. FI Ações, |
BB Top Multi C LP FI Multimercado, |
Brasilprev Top A Fundo de Investimento em Ações, |
BB Top Multi Balanceado FI; |
Brasilprev Top Ações Dividendos Fundo de Investimento, |
BB Top Multi Institucional LP FI MM Ativo, |
Brasilprev Top Plus Fundo do Investimento de Ações, |
Brasilprev Top Ações Dividendos FI, |
Brazil MSCI Emerging Markets Index Common Trust Fund, and |
Brazil International LLC, |
who put forward the following names for election to the Audit Board:
· as sitting member:
Lauro Sander |
Brazilian, married, bank employee, resident and domiciled in Rio de Janeiro, RJ, at Av. das Acácias, 280/601 Bl.2, Barra da Tijuca, CEP 22776-000, bearer of Identity Card 7017225744, issued by the Public Safety Department of Rio Grande do Sul, and CPF 130841600-82; |
· and as his substitute member:
Salvador José Cardoso de Siqueira |
Brazilian, divorced, bank employee, domiciled in Rio de Janeiro, Rio de Janeiro State, at R. Barão da Torre, 533/604, Ipanema, CEP 22411-003, bearer of Identity Card 812001931, issued by Instituto Félix Pacheco do Estado do Rio de Janeiro, and CPF 302074607-87. |
The Chair placed the above nominations in debate, and, subsequently, put them to a vote separately, i.e. with only holders of the preferred shares participating and they were approved by a majority of votes.
Asking for the floor, the representative of the stockholder AGC Energia S.A., for the minority common stockholders, proposed, as a Sitting Member of the Audit Board:
Bruno Gonçalves Siqueira |
Brazilian, single, accountant and economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Ceará 1850/500, Funcionários, CEP 30150-311, Bearer of Identity Card MG-13.786.224, issued by the Public Safety Department of Minas Gerais State, and CPF 075851006-39. |
· and as his substitute member:
Rafael Pinto Queiroz Neto |
Brazilian, married, accountant, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Castelo de Amieira 12/104, Castelo, CEP 31330-350, bearer of identity card MG-10324991, issued by the Public Safety Department of Minas Gerais State, and CPF 012372526-79. |
The above nominations were placed in debate, and then put to a vote separately and were approved by a majority of votes.
Asking for the floor, the representative of the stockholder The State of Minas Gerais, as majority stockholder, put forward the following nominations for members of the Audit Board:
· as sitting members:
Aristóteles Luiz Menezes Vasconcellos Drummond |
Brazilian, married, journalist, resident and domiciled in Rio de Janeiro, Rio de Janeiro State, at Av. Rui Barbosa 460/801, Flamengo, CEP 22250-020, bearer of Identity Card 1842888, issued by the Félix Pacheco Institute, and CPF 026939257-20; |
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Luiz Guaritá Neto |
Brazilian, legally separated, engineer and entrepreneur, resident and domiciled in Uberaba, MG State, at Rua dos Andradas 705/1501, Nossa Senhora da Abadia, CEP 38025-200, bearer of Identity Card M-324134, issued by the Public Safety Department of Minas Gerais State, and CPF 289118816-00; |
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Thales de Souza Ramos Filho |
Brazilian, married, doctor, resident and domiciled in Juiz de Fora, Minas Gerais, at Rua Severino Meireles 67, Passos, CEP 36025-040, bearer of Identity Card M-290728, issued by the Public Safety Department of Minas Gerais State, and CPF 003734436-68; |
· and as their respective substitute members:
Marcus Eolo de Lamounier Bicalho |
Brazilian, married, economist, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Adolfo Radice 114, Mangabeiras, CEP 30315-050, bearer of identity card M-1033867, issued by the Public Safety Department of Minas Gerais State, and CPF 001909696-87; |
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Ari Barcelos da Silva |
Brazilian, married, company manager, resident and domiciled in Rio de Janeiro, RJ, at Rua Professor Hermes Lima 735/302, Recreio dos Bandeirantes, CEP 22795-065, bearer of Identity Card 2027107-7, issued by CRA-RJ, and of CPF 006124137-72; and |
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Aliomar Silva Lima |
Brazilian, legally separated, economist, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Aimorés 2441/902, Lourdes, CEP 30140-072, bearer of Identity Card MG-449262, issued by the Public Safety Department of Minas Gerais State, and CPF 131654456-72. |
The nominations of the representative of the stockholder The State of Minas Gerais were put to debate, and to the vote, and approved by a majority of votes.
The Members of the Audit Board elected declared in advance that they are not subject to any prohibition on exercise of commercial activity, and assumed a solemn undertaking to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.
Continuing with the agenda, the Chair placed in debate the remuneration of the Companys Managers and members of its Audit Board.
Asking for the floor, the representative of the Stockholder The State of Minas Gerais asked the Chair to put the following proposal before the stockholders for consideration:
1 - To allocate as Global Annual Remuneration for Management and the Audit Board, comprising the Board of Directors, the Executive Board and the Audit Board, the amount of R$ 21,164,000.00 (twenty one million one hundred and sixty four thousand Reais), including health insurance for the Chief Officers, to be contracted at the same level of the Health Plan as is in effect for the Companys employees; the monthly fees payable to the Chief Executive Officer to be R$ 39,641.35 (thirty nine thousand six hundred forty one Reais and thirty five centavos); and the monthly fees payable to the other Chief Officers, individually, to be R$ 33,978.30 (thirty
three thousand nine hundred and seventy eight Reais and thirty centavos); and the amounts at present paid to the Chief Officers as paid leave, bonuses and other benefits to be adjusted in the same proportion.
2 - To establish that the monthly remuneration of each member of the Board of Directors excluding any sitting or substitute members that hold a post of Chief Officer, and subject to the condition relating to payment of the jeton referred to in Item 3 below shall be equivalent to 20% (twenty per cent) of the average received by a Chief Officer of the Company, that is to say shall be R$ 6,898.62 (six thousand eight hundred ninety eight Reais and sixty two centavos).
3) - To establish that the sitting members of the Board of Directors shall receive 50% (fifty per cent) of the monthly remuneration stipulated, the rest being divided into jetons paid to the sitting or substitute member who replaces that member during meetings. In the event of there being more than one meeting in the month, the jeton will be divided proportionately over the number of meetings held, and received by the sitting Member or by the substitute Member who replaces that Member; in the event of there not being a meeting in the month, the sitting Member shall receive the total amount of the monthly remuneration; in the event of there being a meeting in the month and neither the sitting Member nor his or her substitute Member attending, the portion relating to the jeton shall not be payable, and the sitting Member shall receive the fixed portion.
4 - To establish that the monthly remuneration of each Sitting Member of the Audit Board shall be equivalent to 10% (ten per cent) of the average remuneration of a Chief Officer of the Company, that is to say shall be R$ 3,449.31 (three thousand four hundred forty nine Reais and thirty one centavos); and also that the monthly remuneration of each substitute member of the Audit Board shall be equivalent to 80% (eighty per cent) of the monthly remuneration of the Sitting Member, that is to say shall be R$ 2,759.45 (two thousand seven hundred fifty nine Reais and forty five centavos), in both cases excluding the benefits normally applicable under the Law.
5 - To establish that sitting and substitute Members of the Board of Directors and of the Audit Board who are resident in municipalities other than that of the Companys head office shall be reimbursed such expenses on accommodation and travel between the municipality where they reside and that of the Companys head office as are necessary for their attendance at the meetings or for carrying out their functions, and shall also receive, as cost support, the equivalent of 10% (ten per cent) of the total monthly remuneration of a Member of the Board of Directors, for each journey arising from the performance of their functions.
6 - To establish that the fees of the Executive Board and the remuneration of the members of the Board of Directors and the Audit Board should be paid on the same date as the employees of the Company.
7 - To establish remuneration equivalent to that referred to in Item 2 above for substitute members of the Board of Directors who are members of the Board of Directors Support Committee excluding such members as hold the post of Chief Officer, and subject to the criteria stated in item 3 above.
8 - To establish that the substitute members of the Board of Directors who are members of the Board of Directors Support Committee except those board members who hold positions of Chief Officer should receive only the remuneration relating to Item 7 above, even if they replace Sitting Members in meetings.
9 - To establish that Sitting Members of the Board of Directors who are members of the Board of Directors Support Committee excluding those board members who hold positions of Chief Officer should receive only the remuneration specified in Item 3 above.
Asking for the floor, the stockholder Alexandre Pedercini Issa proposed a change to the proposal made by the representative of the stockholder The State of Minas Gerais, to change the proposed Global Annual Remuneration for Management and the Audit Board, comprising the Board of Directors, the Executive Board and the Audit Board, to the amount of up to R$ 21,643,700.48 (twenty one million six hundred forty three thousand seven hundred Reais and 48 centavos), including health insurance for the Chief Officers, to be contracted at the same level of the Health Plan as is in effect for the Companys employees; the monthly fees payable to the Chief Executive Officer to be R$ 40,810.00 (forty thousand eight hundred ten Reais); and the monthly fees payable to the other Chief Officers, individually, to be R$ 34,980.00 (thirty four thousand nine hundred eighty Reais); and the amounts at present paid to the Chief Officers as paid leave, bonuses and other benefits to be adjusted in the same proportion. Consequently, to establish that the monthly remuneration of each one of the members of the Board of Directors excluding such sitting or substitute members as also hold the post of Chief Officer, and subject to the said condition relating to payment of the jeton shall be R$ 7,102.00 (seven thousand one hundred and two Reais), and that the monthly remuneration of each sitting member of the Audit Board shall be R$ 3,551.00 (three thousand five hundred fifty one Reais) and that the monthly remuneration of each substitute member of the Audit Board shall be R$ 2,840.00 (two thousand eight hundred forty Reais), excluding, in both cases, the benefits established by law.
The proposal by the representative of the stockholder The State of Minas Gerais, with the alterations proposed by the stockholder Alexandre Pedercini Issa, was placed in debate and subsequently put to a vote, and was approved by a majority of votes, subject to a statement of opinion by two bodies of Minas Gerais State: the Corporate Governance Committee of the State, and the States General Coordination, Planning, Management and Finance Chamber.
The proposal of the representative of the stockholder The State of Minas Gerais was placed in debate, then put to the vote, and unanimously approved. The Chair then stated that the publications by Cemig specified in Law 6404 of December 15, 1976, as amended, will be made in the newspapers Minas Gerais, the official publication of the Powers of the State, and the newspaper O Tempo, without prejudice to possible publication in other newspapers.
The meeting being opened to the floor, Mr. George Washington Tenório Marcelino took the opportunity, accompanied by the stockholder Mr. Luiz Fernando Rolla, on behalf of the Chief Officers of the Company, to congratulate Mr. Roney Luiz Torres Alves da Silva on his appointment to the post of General Attorney to the State of Minas Gerais.
The meeting remaining open to the floor, and since no-one else wished to speak, the Chair ordered the session suspended for the time necessary for the writing of the minutes. The session being reopened, the Chair, after putting the said minutes to debate and to the vote and verifying that they had been approved and signed, closed the meeting.
For the record, I, Anamaria Pugedo Frade Barros, Secretary, wrote these minutes and sign them together with all those present.
3. Notice to Stockholders Dated April 30, 2014: Proposal and Convocation of Extraordinary General Meeting of Stockholders to be Held on June 3, 2014
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 June 3, 2014 at 11 a.m., at the companys head office, Av. Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:
1- Change in the Companys by-laws, altering the drafting of the head paragraph of Clause 12, which establishes the composition of the Board of Directors.
2- Orientation of vote by the representatives of the Company in the Extraordinary General Meetings of Stockholders of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., also to be held on June 3, 2014, as to alteration of the drafting of Article 8 of their respective by-laws, which in both cases establishes the Board of Directors.
Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the precepts of Article 126 of Law 6406 of 1976, as amended, and of the sole paragraph of Clause 9 of the Companys by-laws, by exhibiting at the time, or depositing, preferably by May 29, 2014, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemigs Corporate Executive Secretariat Office (Superintendência da Secretaria Geral e Executiva Empresarial) at Av. Barbacena, 1200 19th Floor, B1 Wing, Belo Horizonte, Minas Gerais.
Belo Horizonte, April 30, 2014.
Djalma Bastos de Morais
Vice-Chair of the Board of Directors
Luiz Fernando Rolla
Stockholder, Chair of the Ordinary and Extraordinary
General Meetings of Stockholders of Cemig held on April 30, 2014.
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.
PROPOSAL
BY THE STOCKHOLDERS PRESENT AT THE
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS OF STOCKHOLDERS
HELD, CONCURRENTLY, ON APRIL 30, 2014
FOR
CONVOCATION OF A FURTHER
EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS,
TO BE HELD ON JUNE 2014
Dear Stockholders:
The stockholders present at the Ordinary and Extraordinary General Meetings of Stockholders of Companhia Energética de Minas Gerais Cemig held, concurrently, on April 30, 2014,
· in view of the following facts and considerations
a) at the Ordinary and Extraordinary General Meetings of Stockholders held, concurrently, on April 30, 2014, a total of 15 (fifteen) sitting members and their respective substitute members were elected to the Companys Board of Directors, in accordance with §7 of Article 141 of Law 6404 of December 15, 1976 as amended;
b) §1 of Article 11 of the Companys by-laws specifies that the structure and composition of the Board of Directors and the Executive Board of the Company shall be identical in Cemig Distribuição S.A. Cemig D, and in Cemig Geração e Transmissão S. A. Cemig GT, with the exception of two appointments to the Executive Board;
c) the head paragraph of Clause of the by-laws of Cemig at present states that that Board shall comprise 14 (fourteen) members and an equal number of substitute members;
d) §4 of Clause 12 of the by-laws of Cemig states that the Boards of Directors of Cemig D and of Cemig GT must obligatorily be constituted by the same sitting and substitute members as are elected to the Board of Directors of Cemig;
e) Clause 21, §4, Sub-Clause g, of the by-laws of Cemig states:
Clause 21 - ...
§4 The following decisions shall require a decision by the Executive Board: ... approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, 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 Implementation Plan.;
f) Clause 8, §1, of the by-laws of Cemig D and of Cemig GT, also, establishes that the members of the Boards of Directors of those companies must, obligatorily, be the same members of the Board of Directors of the sole stockholder, Cemig; and
g) Cemig D and Cemig G will hold Extraordinary General Meetings of Stockholders on June 3, 2013, to change their by-laws;
· now proposes to you as follows:
1) Change in the Companys by-laws, for the head paragraph of Clause 12 to read as follows: Clause 12 - The Companys Board of Directors shall be made up of 15 (fifteen) members and an equal number of substitute members. One of the members shall be its Chair and another its Vice-Chair, and all shall be elected for the same concurrent period of office of 2 (two) years, may be dismissed at any time by the General Meeting of Stockholders, and may be reelected.; and
b) that the representatives of the Company should vote in favor of the agenda at the General Meetings of Stockholders of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A. that decide on change of the drafting of the head paragraph of Article 8 of their by-laws, so that those Companies shall also have 15 (fifteen) sitting members and 15 substitute members on their Boards of Directors.
Belo Horizonte, April 30, 2014.
Luiz Fernando Rolla
Stockholder, Chair of the Ordinary and Extraordinary General Meetings of Stockholders of Cemig held on April 30, 2014.
Appendix
II Report giving in detail the origin and justification for the changes proposed to the Bylaws and their legal and economic effects.
Alteration to the head paragraph of Clause 12 of the by-laws:
Justifications:
a) at the Ordinary and Extraordinary General Meetings of Stockholders held, concurrently, on April 30, 2014, a total of 15 (fifteen) sitting members and their respective substitute members were elected to the Companys Board of Directors, in accordance with §7 of Article 141 of Law 6404 of December 15, 1976 as amended;
b) §1 of Article 11 of the Companys by-laws specifies that the structure and membership of the Board of Directors and the Executive Board of the Company shall be reproduced identically in Cemig Distribuição S.A. (Cemig D), and in Cemig Geração e Transmissão S. A. (Cemig GT), with the exception of two appointments to the Executive Board;
c) the head paragraph of Clause 12 of the by-laws of Cemig at present states that that Board shall comprise 14 (fourteen) members and an equal number of substitute members;
d) §4 of Clause 12 of the by-laws of Cemig states that the Boards of Directors of Cemig D and of Cemig GT must obligatorily be constituted by the same sitting and substitute members as are elected to the Board of Directors of Cemig;
e) Clause 21, §4, Sub-Clause g, of the by-laws of Cemig states:
Clause 21 - ...
§4 The following decisions shall require a decision by the Executive Board:
...
(g) approval, upon proposal by the Chief Executive Officer, prepared jointly with the Chief Business Development Officer and the Chief Finance and Investor Relations Officer, 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 Implementation Plan.;
f) Clause 8, §1, of the by-laws of Cemig D and of Cemig GT, also, establish that the members of the Boards of Directors of those companies must, obligatorily, be the same members of the Board of Directors of the sole stockholder, Cemig; and
g) Cemig D and Cemig G will hold Extraordinary General Meetings of Stockholders on June 3, 2014, to change their by-laws.
Economic and legal effects:
None
4. Summary of Principal Decisions of the 595th Meeting of the Board of Directors Held on May 8, 2014
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ 17.155.730/0001-64 NIRE 31300040127
BOARD OF DIRECTORS
Meeting of May 8, 2014
SUMMARY OF PRINCIPAL DECISIONS
At its 595th meeting, held on May 8, 2014, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:
1. Election of Mr. Danilo de Castro as Chairman of the Board of Directors, and confirmation of Mr. Djalma Bastos de Morais as Vice-Chairman of the Board of Directors.
2. Signature, as consenting party, of the agreement to join the Plan B Pension Plan, between Forluz and Indi.
3. Increase in the share capital of, and orientation of vote in Extraordinary General Meeting of Stockholders of, Cemig Capim Branco Energia / Re-ratification of Board Spending Decision (CRCA).
4. Signature of a Termination of Commitment Undertaking, with Gasmig, Petrobras and Gaspetro.
5. Signature, as consenting party, of an amendment to an Agreement Between Unit Holders, governing the rights and obligation of FIP Coliseu in relation to Taesa.
6. Orientation of vote in meetings of Taesa.
7. Changes in the composition of the Committees 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.
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ: 17.155.730/0001-64 NIRE 31300040127
MARKET ANNOUNCEMENT
Judgment suspended in Jaguara Plant mandamus case
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 informs the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (BM&F Bovespa S.A.) and the market in general, as follows:
Judgment was suspended yesterday by Brazils Higher Appeal Court (Superior Tribunal de Justiça STJ) on the application (No. 20.432/DF) by Cemigs generation subsidiary Cemig Geração e Transmissão S.A. (Cemig GT) for an order of mandamus to annul the decision of August 23, 2013 by the Mining and Energy Ministry which had refused the request by Cemig GT for ratification of the extension of its concession contract (No. 007/97) for operation of the Jaguara Hydroelectric Plant.
In the courts session of May 14, 2014, the judgment was adjourned due to the request for study of the full papers in the case by one of the Justice Ministers, resulting in a tied voted two votes in favor of Cemigs application to the extension of the concession and two against. No date has been set for continuation of the judgment.
The interim injunction previously granted, for Cemig to continue to operate the public service of electricity generation by the Jaguara plant under its concession contract, remains in force.
Cemig will keep its stockholders and the market opportunely and appropriately informed on the progress of this case.
Belo Horizonte, May 15, 2014.
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.
6. Market Announcement Dated May 15, 2014: Reply to BM&FBovespa Request for Information GAE 1906/14, of May 14, 2014
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ 17.155.730/0001-64 NIRE 31300040127
MARKET ANNOUNCEMENT
Reply to BM&FBovespa Request for Information GAE 1906/14, of May 14, 2014
Question asked by BM&F BOVESPA
Among other information in a report in Brasil Econômico newspaper of May 14, 2014, there is the statement that the government of Minas Gerais State is preparing a capital increase, with injection of non-Brazilian capital, in the piped gas distributor Gasmig, controlled by Cemig.
We request you to provide, by May 15, 2013, clarification about this report, and any other information considered to be important, especially the form that this injection of capital will take.
Reply by CEMIG
Dear Sirs,
In compliance with the request made by BM&FBovespa in Official Letter GAE 1906/14 of May 15, 2014, on the item published in Brasil Econômico newspaper of May 14, 2015, we reply that, as per clarifications given in Market Announcements, published on March 31, 2011 and January 28, 2014:
· Natural gas has a strategic importance for the State Government of Minas Gerais and for Cemig, due to the potential for its use in industry in Minas Gerais, which has not at present been fulfilled.
· Cemig operates in natural gas distribution, through its subsidiary Gasmig, which is the exclusive distributor of piped gas in the State of Minas Gerais, serving industry, general and home users, the residential market; and also supplies users of compressed natural gas, liquefied natural gas, gas for automotive consumption and gas for use as fuel by thermoelectric power generation plants.
In this context, Cemig is at all times studying economic alternatives able to cause the necessary investment in this area to become a practicable possibility; and that until todays date there has been no decision to this effect, nor indeed does any such investment structure exist, neither in terms of amounts nor in terms of possible partners.
Cemig reaffirms its commitment to seek investment opportunities that meet the requirements of profitability established by its stockholders and to publish all and any material information when it is confirmed and effective.
Belo Horizonte, May 15, 2014.
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.
COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG
LISTED COMPANY CNPJ 17.155.730/0001-64 NIRE 31300040127
MARKET NOTICE
Lazard Management reports holding of 5.14%
In accordance with its commitment to best corporate governance practices, and in compliance with Article 12 of CVM Instruction 358 of January 3, 2002, Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, hereby informs the public as follows:
Cemig has received correspondence from Lazard Asset Management LLC with the following content:
In accordance with Article 12 of Instruction 358 of the Brazilian Securities Commission, Lazard Asset Management LLC informs you that:
(i) On May 13, 2014, its holdings in the shares of Cemig reached 43,114,404 shares, or 5.14% of the total number of shares issued by Cia. Energética de Minas Gerais, in the form of ADRs (US2044096012).
(ii) This number of shares is the aggregate total of all shares held by funds and client accounts managed by Lazard Asset Management LLC.
(iii) Acquisition of this interest is in no way related to acquisition of control of the Company; rather, it is an investment that does not seek to alter the management nor the composition of control of the Company, nor its operation.
Belo Horizonte, May 19, 2014.
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.
CEMIG
PUBLICATION OF FIRST QUARTER 2014 RESULTS
CEMIG REPORTS NET PROFIT OF R$ 1.25 BILLION for 1Q14
Highlights:
· 1Q14 cash flow, measured as Ebitda: R$ 2.1 billion (IRFS)
· 1Q14 net revenue: R$ 4.7 billion
· Equity gain from subsidiaries in 1Q14: R$ 115 million
|
|
31/03/2014 |
|
31/03/2013 |
|
Change % |
|
Electricity sold, GWh (excluding CCEE) |
|
15,827 |
|
14,688 |
|
7.75 |
|
Sales on CCEE |
|
1,326,907 |
|
578,747 |
|
129.27 |
|
Gross revenue |
|
6,043,020 |
|
4,891,177 |
|
23.55 |
|
Net revenue |
|
4,760,722 |
|
3,677,594 |
|
29.45 |
|
Ebitda (IFRS) |
|
2,108,529 |
|
1,590,729 |
|
32.55 |
|
Ebitda adjusted for regulatory items ** |
|
2,240,331 |
|
1,298,468 |
|
72.54 |
|
Net profit |
|
1,250,089 |
|
865,347 |
|
44.46 |
|
Net profit adjusted for non-recurring items* |
|
1,250,089 |
|
821,800 |
|
52.12 |
|
Net profit adjusted for regulatory items** |
|
1,338,265 |
|
689,987 |
|
93.96 |
|
* Adjustment for non-recurring items see Page 11
** Adjusted for regulatory assets and liabilities
Publication of 1Q14 results
Video webcast and conference call
May 19, 2014 (Monday), at 3 PM Brasília time
This transmission on Cemigs results will have simultaneous translation into English and can be seen in Video Webcast, at http://ri.cemig.com.br
or heard by conference call on:
+ 55 (11) 2188-0155 (Option 1) or
+ 55 (11) 2188-0188 (Option 2)
Password: CEMIG
Playback of Video Webcast: |
Playback of conference call: |
|
|
Site: http://ri.cemig.com.br |
Tel.: (11) 2188-0155 |
|
Password: |
Click on the banner and download. |
CEMIG Português |
Available for 90 days |
|
|
Available from May 19 to June 2, 2014 |
http://ri.cemig.com.br/
ri@cemig.com.br
Tel.: (+55 31) 3506 5024
Fax: (+55 31) 3506 - 5025
Cemigs Executive Investor Relations Team
· Chief Finance and Investor Relations Officer
Luiz Fernando Rolla
· General Manager, Investor Relations
Antonio Carlos Vélez Braga
· Manager, Investor Market
Stefano Dutra Vivenza
CONTENTS
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78 |
Certain statements and estimates in this material may represent expectations about future events or results, which are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results will take place as referred to in these expectations.
These expectations are based on the present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, market conditions in the electricity sector, and expected future results, many of which are not under Cemigs control.
Important factors that could lead to significant differences between actual results and the projections about future events or results include Cemigs business strategy, Brazilian and international economic conditions, technology, Cemigs financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and energy markets, uncertainty on our results from future operations, plans and objectives, and other factors. Due to these and other factors, Cemigs results may differ significantly from those indicated in or implied by such statements.
The information and opinions herein should not be understood as a recommendation to potential investors, and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemigs professionals nor any of their related parties or representatives shall have any liability for any losses that may result from use of the content of this material.
To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could originate different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) and in the 20-F Form filed with the U.S. Securities and Exchange Commission (SEC).
Cemigs CEO, Mr. Djalma Bastos de Morais, comments on these results:
Our 1Q14 results are in line with the Companys commercial strategy. The aim of our Long-Term Strategic Plan is to give continuity to our strategy of sustainable growth expanding operations that can add value to our businesses and provide our stockholders with the appropriate and attractive return on their investments. The acquisition of a 49.9% interest in Retiro Baixo Energética, holder of the concession to operate a hydroelectric plant with installed capacity of 83.7MW, is a good recent illustration of this strategy.
As well as growing through mergers and acquisitions, we continue to invest firmly in our own concession area. By doing so we are working to make the strategy fulfill our long-term vision:
To consolidate Cemigs position, over the course of this decade,
as the largest group in the Brazilian electricity sector by market value,
with a presence in the natural gas market, and as a global leader in sustainability,
admired by its clients and recognized for its solidity and performance.
Cemig Chief Finance and Investor Relations Officer, Mr. Luiz Fernando Rolla, comments:
In this first quarter of 2014 Cemig continued to produce robust cash flow. Ebitda an indicator cash flow was R$ 2.109 billion, 32.55% more than in first quarter 2013. We can thus say that our strategy of increasing our operational efficiency and achieving gains from synergy and growth via acquisitions or through participation in new projects has been successful. Net profit in 1Q14 was R$ 1.25 billion, and we have a cash position of R$ 2.04 billion. These two figures are important in that they ensure execution not only of our Long-Term Strategic Plan, but also of our dividend policy and debt management making Cemig an increasingly solid company with efficient corporate management.
In general, the domestic macro fundamentals of Brazils economy continue to deteriorate, in a trend that began toward the end of the last quarter of 2013.
The fiscal situation is under pressure; and while the Central Bank has increased the Selic basic interest rate by 3.75 percentage points since April of last year, to 11% p.a. currently, in an attempt to combat inflation, market analysts forecasts are saying that inflation is still rising.
Brazils macro scenario this year is more challenging, with expectations of a slowdown in activity and inflation still high, close to the ceiling of the governments target range. This range centers on the governments target of 4.5%, with a margin of 2 percentage points either side of that number. In the present pessimistic atmosphere, economists are forecasting that the IPCA (Expanded Consumer Price) inflation index will be 6.5% for the whole of 2014, and 6% for 2015.
In March, Brazils Geography and Statistics Institute (IBGE) reported Brazilian industrial production down 0.5% year-on-year, in the non-seasonally-adjusted series of figures, after being stable in February (0.0%) and up 2.2% YoY in January.
The outlook for inflow of foreign investment to Brazilian fixed income, and funding from foreign sources, continues to sustain the good performance of the Real against the dollar. With the 3.24% depreciation of the dollar against the Real in March, many investors have reduced their bets on a renewed strengthening in the dollar. However, the Central Banks latest Focus survey adjusted expectations for the exchange rate, to R$ 2.45/US$ at year-end 2014, and R$ 2.51/US$ at end-2015.
As a way of maintaining foreign investors interest in the domestic market, and as part of the new phase of the program of daily interventions in the foreign exchange market, which the exchange rate now down 5.61% in the quarter, the Central Bank is maintaining the program of FX swap auctions which it began in August 2013. Its daily offering of 4,000 contracts for auction, with issuance and settlement from Monday to Friday, will continue to take place until June 30.
Economic activity has cooled in the Southeast at the beginning of this year, in a context of lower growth in retailing and retraction in industrial production. The Belo Horizonte Consumer Confidence Index (ICCBH), published by the Minas Gerais Administrative and Accounting Economic Surveys Institute(1), fell back to 45.1 points in March, its lowest level for March since 2006.
According to the Development, Industry and Trade Ministry, the State of Minas Gerais posted a trade surplus in 1Q 2014 of US$ 4.6 billion essentially unchanged (down 0.1%) from 1Q13 on exports of US$ 7.3 billion, 1.8% less than in 1Q13, and imports of US$ 2.6 billion, down 4.6% from 1Q13.
The average unemployment rate in the metropolitan region of Belo Horizonte was 3.7% at the end of February (vs. 4% at the same point of 2013), according to the IBGE, but reflecting a reduction of 1.5% in the number of people in work, and a decline of 1.8% in the economically active population.
Because of the fundamental role of the US economy in global growth, governments and financial markets worldwide closely monitor changes in US GDP, US levels of international trade, US employment figures and US monetary policy. The world FX markets also monitor US economic activity because the dollar operates as a global reserve currency, sustaining the FX market 24 hours a day, and connected to the flow of global investments.
Based on the outlook with signs of moderate improvement in the US economy, the US Federal Reserve continues to gradually reduce the volume of its monthly purchases of federal securities, maintaining its strategy of continually decreasing the stimulus given to the US economy through government interventions. The market also remains cautious in relation to some indicators, for example the most recent monthly US Payroll figures, which showed a reduction in unemployment, while at the same time showing many people leaving the workforce, and wages still stagnated. Concerned with the possibility that the reduction in international liquidity might generate
(1) (Fundação Instituto de Pesquisas Econômicas, Administrativas e Contábeis de Minas Gerais).
turbulence in the financial markets, the central banks of emerging countries are reacting by increasing their interest rates in an attempt to contain capital flight.
We still expect any increase in interest rates by the US Federal Reserve to take some time, even with the positive signals in the US economy. Inflation below 2%, and high unemployment, above 6%, are in our view reasons for interest rates in the US to remain close to zero until 2015. In this context, the US equities market loses strength and the emerging markets have felt an even more accentuated weakness. The use of low interest rates is one of the ways to help the economy of the country recover encouraging companies to expand by hiring more workers and to a certain extent supports stability of prices. Meanwhile Fed Chair Janet Yellen, though offering a positive assessment on the outlook for the US economy, pointed out that optimism does not change the Feds plans to keep the basic interest rate close to zero for the immediate future.
According to the OECD, the Eurozone received some positive impetus from improvements in the outlooks for its three largest economies Germany, France and Italy in spite of the outlooks for GDP growth still being modest in the short term.
At the same time, there is the risk that inflation might continue to fall if growth disappoints or if the euro does not appreciate more. In a scenario which is still one of risk, high unemployment, inflation below target and high levels of public debt, the OECD recommends that monetary policy in its 34 member countries should continue to be accommodative, that is to say, interest rates need to be kept low for some time yet. For other emerging economies, its assessment is that the appropriate monetary policy will depend on developments in inflation and the exchange rate. Concerns on the performance of the American economy have also pressured European indices.
Although the industrial sector in the Eurozone began to gain traction in March, with a performance index at its highest level in the last three months, the unemployment rate was still 11.8% in that month, having been stable at that level since December 2013. A slight improvement was seen in comparison to March of last year, when the unemployment rate was 12%. The figures are from Eurostat.
In the Brazilian electricity sector, a risk of rationing and potential major blackouts has put the country on alert. The governments concern about the situation of the reservoirs in the Southeast and Center-West is greater because these reservoirs, together, are responsible for approximately 70% of the hydroelectric energy generated in Brazil. Also, the present level of storage is lower than at the same time last year (41.6%), when a drought in the middle of the rainy season also generated concern on a possible shortage of electricity. The successive record levels in consumption of electricity at the beginning of this year, caused by higher temperatures especially in the South and Southeast, have contributed to worsening of this picture.
As an option for guaranteeing Brazils electricity supply, the government has the thermal plants, which burn fuels such as oil, gas and biomass. The problem of having recourse to them is that not only are they more pollutant, but the electricity they produce is more expensive, which increases electricity bills.
The mechanism of the Annual Tariff Adjustment aims to re-establish the purchasing power obtained through the rates charged by concession holders. In April the Brazilian electricity regulator (Agência Nacional de Energia Elétrica Aneel) approved an average increase of 14.76% in the charges made by Cemig Distribution (Cemig D) for electricity to its consumers.
The cost of the widespread dispatching of the thermal plants, which influences the costs that the distributors pay for electricity in the short term, is beginning to be felt by residential consumers more strongly following the rate adjustments of this year, since dispatching of the thermal generation plants was adopted more strongly starting last year. The Finance Ministry has authorized a loan of R$ 11.2 billion to the wholesale electricity trading chamber (CCEE), which is advancing this money to distributors to fund the additional costs of electricity bought from thermal sources, and also the distributors forced exposure to the spot market.
Cemig stock prices performance
Security |
|
Ticker |
|
Currency |
|
Close of Dec. |
|
Close of Mar. |
|
Change in the |
|
Cemig PN |
|
CMIG4 |
|
R$ |
|
14.01 |
|
15.25 |
|
8.85 |
% |
Cemig ON |
|
CMIG3 |
|
R$ |
|
14.20 |
|
15.70 |
|
10.56 |
% |
ADR PN |
|
CIG |
|
U$ |
|
5.96 |
|
6.80 |
|
14.09 |
% |
ADR ON |
|
CIG.C |
|
U$ |
|
6.27 |
|
6.92 |
|
10.37 |
% |
Ibovespa |
|
Ibovespa |
|
|
|
51.507 |
|
50.404 |
|
-2.14 |
% |
IEEX |
|
IEEX |
|
|
|
26.250 |
|
24.838 |
|
-5.38 |
% |
Source: Economática.
In the first quarter of 2014 Cemigs preferred shares (CMIG4) traded a total volume of R$ 4.3 billion. At this level of trading, Cemig continues to be one of the most liquid shares in the Brazilian electricity sector, and one of the most traded shares in the Brazilian market.
On the New York Stock Exchange our preferred ADRs (CIG) traded a total volume of US$ 2.1 billion in the first quarter of 2014 reflecting Cemigs recognition by the investor market, and maintaining the stocks status as a global investment option.
The benchmark São Paulo Bovespa index was down 2.14% in 1Q14, closing the quarter at 54,404 points. In our view this negative performance, too, reflects the growing pessimism of investors about the Brazilian economy.
Meanwhile Cemigs shares significantly outperformed the Brazilian stock index: In the quarter, the common shares were up 10.56%, and the preferred shares were up 8.85%.
Securities prices and indices, Year to May 14, 2014 Source: Economática.
The outlook for Cemigs long term credit ratings on the Brazilian scale are unchanged:
Rating |
|
Cemig |
|
Cemig D |
|
Cemig GT |
| ||||||
agency |
|
Rating |
|
Outlook |
|
Rating |
|
Outlook |
|
Rating |
|
Outlook |
|
Fitch |
|
AA(bra) |
|
Negative |
|
AA(bra) |
|
Negative |
|
AA(bra) |
|
Negative |
|
S&P |
|
BrAA+ |
|
Stable |
|
BrAA+ |
|
Stable |
|
BrAA+ |
|
Stable |
|
Moody´s |
|
Aa2.br |
|
Negative |
|
Aa1.br |
|
Negative |
|
Aa1.br |
|
Negative |
|
The financial results presented below are prepared in accordance with the new Brazilian accounting rules, which embody a process of harmonization between Brazilian accounting rules and IFRS (International Financial Reporting Standards).
PROFIT AND LOSS ACCOUNT
Consolidated R$ 000 |
|
03/31/2014 |
|
03/31/2013 |
|
Change % |
|
REVENUE |
|
4,760,772 |
|
3,677,594 |
|
29.45 |
|
|
|
|
|
|
|
|
|
OPERATIONAL COSTS |
|
|
|
|
|
|
|
Electricity bought for resale |
|
(1,628,716 |
) |
(972,787 |
) |
67.43 |
|
Charges for the use of the national grid |
|
(169,542 |
) |
(126,225 |
) |
34.32 |
|
Personnel and managers |
|
(294,781 |
) |
(442,930 |
) |
(33.45 |
) |
Employees and managers profit shares |
|
(57,807 |
) |
(56,001 |
) |
3.22 |
|
Post-retirement liabilities |
|
(52,979 |
) |
(41,957 |
) |
26.27 |
|
Materials |
|
(52,563 |
) |
(55,942 |
) |
(6.04 |
) |
Outsourced services |
|
(205,408 |
) |
(189,701 |
) |
8.28 |
|
Depreciation and amortization |
|
(182,033 |
) |
(202,985 |
) |
(10.32 |
) |
Royalties for use of water resources |
|
(41,135 |
) |
(34,041 |
) |
20.84 |
|
Operational provisions |
|
(4,783 |
) |
(42,238 |
) |
(88.68 |
) |
Infrastructure construction cost |
|
(149,070 |
) |
(204,348 |
) |
(27.05 |
) |
Others |
|
(110,179 |
) |
(86,853 |
) |
26.86 |
|
TOTAL COST |
|
(2,948,996 |
) |
(2,456,008 |
) |
20.07 |
|
|
|
|
|
|
|
|
|
Gain (loss) in subsidiaries by equity method |
|
114,720 |
|
166,158 |
|
(30.96 |
) |
|
|
|
|
|
|
|
|
Profit before Financial revenue (expenses) and taxes |
|
1,926,496 |
|
1,387,744 |
|
38.82 |
|
|
|
|
|
|
|
|
|
Financial revenues |
|
252,923 |
|
139,929 |
|
80.75 |
|
Financial expenses |
|
(350,462 |
) |
(303,465 |
) |
15.49 |
|
Pretax profit |
|
1,828,957 |
|
1,224,208 |
|
49.40 |
|
|
|
|
|
|
|
|
|
Current and deferred income tax and Social Contribution tax |
|
(578,868 |
) |
(358,861 |
) |
61.31 |
|
NET PROFIT FOR THE PERIOD |
|
1,250,089 |
|
865,347 |
|
44.46 |
|
|
|
|
|
|
|
|
|
Non-recurring |
|
|
|
|
|
|
|
Monetary updating on CRC Account |
|
|
|
(43,547 |
) |
|
|
NET PROFIT FOR THE PERIOD |
|
1,250,089 |
|
821,800 |
|
52.12 |
|
Cemigs consolidated electricity market
The Cemig Group(1) sells electricity through its wholly-owned subsidiaries Cemig Distribuição (Cemig Distribution, referred to as Cemig D), Cemig Geração e Transmissão (Cemig Generation and Transmission, or Cemig GT), and the subsidiaries Horizontes Energia, Termelétrica Ipatinga, Sá Carvalho, Termelétrica de Barreiro, Cemig PCH, Rosal Energia and Cemig Capim Branco Energia.
Cemigs consolidated electricity market comprises sales of electricity to:
(I) Captive consumers in Cemigs concession area in the State of Minas Gerais;
(II) Free Consumers both in the State of Minas Gerais and other States of Brazil, in the Free Market (Ambiente de Contratação Livre, or ACL);
(III) other agents of the electricity sector traders, generators and independent power producers, also in the ACL;
(IV) Distributors, in the Regulated Market (Ambiente de Contratação Regulada, or ACR); and
(V) the wholesale trading chamber (Câmara de Comercialização de Energia Elétrica, or CCEE) ( eliminating transactions between companies of the Cemig Group).
Sales of electricity to final consumers totaled 11,963 GWh (including the Cemig Groups own consumption), or 10.72% more than in 1Q13.
The number of clients billed by the Cemig Group in March 2014 was 73,844,255, 3.1% more than in March 2013. This chart shows the breakdown by consumer category:
Total consumption of electricity (MWh) - changes
The volume of electricity sold to final consumers of Cemig in 1Q14 was 7.75% higher than in 1Q13.
|
|
MWh |
|
Change |
|
Average |
|
Average |
| ||
Consolidated |
|
03/31/2014 |
|
03/31/2013 |
|
% |
|
R$ |
|
R$ |
|
Residential |
|
2,567,781 |
|
2,312,569 |
|
11.04 |
|
474,00 |
|
496,77 |
|
Industrial |
|
6,110,066 |
|
5,499,782 |
|
11.10 |
|
175,76 |
|
169,86 |
|
Commercial, Services and Others |
|
1,662,481 |
|
1,528,696 |
|
8.75 |
|
393,44 |
|
390,00 |
|
Rural |
|
743,703 |
|
632,817 |
|
17.52 |
|
249,86 |
|
274,51 |
|
Public authorities |
|
220,672 |
|
208,265 |
|
5.96 |
|
382,01 |
|
388,73 |
|
Public illumination |
|
329,739 |
|
309,813 |
|
6.43 |
|
244,59 |
|
250,32 |
|
Public service |
|
319,227 |
|
304,326 |
|
4.90 |
|
263,68 |
|
261,90 |
|
Subtotal |
|
11,953,699 |
|
10,796,268 |
|
10.72 |
|
282,76 |
|
286,31 |
|
Own consumption |
|
9,769 |
|
8,636 |
|
13.12 |
|
|
|
|
|
Wholesale supply to agents in Free and Regulated Markets (*) |
|
3,863,170 |
|
3,883,530 |
|
(0.52 |
) |
123,87 |
|
120,44 |
|
Total |
|
15,826,608 |
|
14,688,434 |
|
7.75 |
|
247,54 |
|
236,06 |
|
(*) Includes Regulated Market Electricity Sale Contracts (CCEARs) and bilateral contracts with other agents.
These comments describe the main changes between the two years in each consumer category:
Residential:
Residential consumption, at 2,568 GWh, represented 16.22% of the total electricity sold by Cemig in 1Q14, and was 11.04% higher in absolute terms than in 1Q13.
Factors in this change are:
a. Addition of 208,409 new consumers expanding the total in this category by 3.4%.
b. Climatic conditions higher temperatures than in 1Q13.
c. Continuation, though at a more modest level, of the dynamics of private consumption of goods and services, made possible by government policies on employment and income, and stimulation for acquisition of goods associated with the supply of lines of credit.
d. Average monthly consumption per consumer 7.2% higher, at 136.2 kWh/month, than in 1Q13 the highest since the first quarter of 2002.
Industrial:
|
|
MWh |
|
Change |
|
Average |
|
Average |
| ||
|
|
03/31/2014 |
|
03/31/2013 |
|
% |
|
R$ |
|
R$ |
|
Cemig GT |
|
4,887,863 |
|
4,336,814 |
|
12.71 |
|
149,00 |
|
139,51 |
|
Cemig D |
|
980,840 |
|
951,943 |
|
3.04 |
|
331,85 |
|
325,78 |
|
Other subsidiaries |
|
241,363 |
|
211,025 |
|
14.38 |
|
83,46 |
|
90,09 |
|
Total |
|
6,110,066 |
|
5,499,782 |
|
11.10 |
|
175,76 |
|
169,86 |
|
The electricity used by captive clients and the electricity transported to free clients in the industrial category, at 6,110 GWh, was 38.61% of the total of electricity distributed by Cemig in the quarter, and 11.10% higher by volume than in 1Q13.
The behavior of this consumer category is associated with the level of industrial activity in Minas Gerais, which was lower in 1Q14 due to lower domestic demand, reflecting the low level of domestic investment, and more adverse conditions for exports due to the international economic context lower growth in China, and weak economic recovery in the US and some countries of the EU.
Mining accounted for 16.4% of the total of electricity sold to the industrial sector, and its total was 3.2% lower than in 1Q13. Manufacturing was 83.3% of the total, and was 1.5% lower year-on-year.
In manufacturing, year-on-year variations were different: (I) in non-ferrous metals electricity consumption was down 27.3% YoY, and in the auto industry down 5.7%, while (II) it was up 3.4% in ferro alloys, up 6.8% in chemicals, up 3.9% in non-metallic minerals, up 0.3% in steel and up 2.6% in food products.
Commercial:
|
|
MWh |
|
|
|
Average price |
|
Average price |
| ||
|
|
03/31/2014 |
|
03/31/2013 |
|
Change % |
|
R$ |
|
R$ |
|
Cemig G |
|
79,731 |
|
76,854 |
|
3.74 |
|
224.62 |
|
211.15 |
|
Cemig D |
|
1,572,482 |
|
1,441,254 |
|
9.11 |
|
403.10 |
|
401.08 |
|
Other subsidiaries |
|
10,268 |
|
10,588 |
|
(3.02 |
) |
225.56 |
|
179.54 |
|
Total |
|
1,662,481 |
|
1,528,696 |
|
8.75 |
|
393.44 |
|
390.00 |
|
The commercial consumer category accounted for 10.5% of Cemigs electricity sales in 1Q14, totaling 1,662 GWh this was 8.75% higher than in 1Q13. We see these factors:
a. Connection of 17,690 new consumers, expanding the consumer base of this category by 2.5%.
b. Climate higher temperatures than in 1Q13.
c. The dynamics of the tertiary sector provision of services to both private consumers and various economic sectors.
d. Average monthly consumption per consumer 6.2% higher year-on-year, at 735.7 kWh/month, compared to 692.7 kWh/month in 1Q13.
All the economic sectors within the Commercial and Services category had higher consumption in 1Q14 than 1Q13 the strongest growth was in wholesaling (up 12.2%), accommodation and meals (8.2%), and retailing (6.8%).
Rural:
Consumption by the rural consumer category, at 743,703 MWh, was 4.7% of the total electricity sold by Cemig, and 17.52% higher by volume than in 1Q13.
This increase is largely associated with climate factors:
a. Lower rainfall in 1Q14 than the historic average (the expected level for the period of the year; and
b. higher temperatures than in 1Q13, resulting in
c. consumption for irrigation 27.9% higher.
Other user categories:
Total consumption by the other consumer categories Public Authorities, Public Illumination, Public Services, and Cemigs own consumption at 5.56% of the total electricity transacted, was 5.82% higher than in 1Q13.
The electricity market of Cemig D
The concession area of Cemig D (Cemig Distribution Cemig Distribuição S.A.), approximately 97% of the Brazilian state of Minas Gerais, totals an area of 567,478 km². Cemig D has four electricity concessions in the state, under four separate concession contracts (West, East, South, and North).
Electricity billed to captive clients and electricity transported for Free Clients and distributors with access to Cemig Ds networks totaled 11,208 GWh in 1Q14, 4.2% more than in 1Q13.
This quarterly result is a composition of the growth of 9.3% in the captive market, with the highest growth in the Residential, Commercial and Services and Rural categories, and sales in the free market 2.7% lower, due to lower industrial activity.
In March 2014 Cemig D billed 7,844,139 consumers, 3.1% more than in March 2013. Of this total, 7,843,724 are captive consumers, and 415 are Free Clients that use Cemig Ds distribution network, representing year-on-year growth of 5.9%.
The significant growth of 9.3% in the captive market in 1Q14 reflected two transitory factors: (i) high temperatures with low rainfall; and (ii) 3.9 more invoicing days in the billing cycle of low-voltage consumers than in 1Q13.
The electricity market of Cemig GT
The figure for total sales to the market of Cemig GT comprises sales made:
(I) in the Free Market: to Free Clients, either located in Minas Gerais or in other States; and to other generation companies and traders;
(II) in the Regulated Market: to distributors; and
(III) in the wholesale market through the Electricity Trading Chamber (CCEE).
Cemig GT sold a total of 10,715 GWh in 1Q14, 13.4% more than in 1Q13.
The number of clients billed by Cemig GT was 511 in March 2014, 33.1% more than in March 2013. Of this total, 462 are industrial and commercial clients located in Minas Gerais and other states.
Sales of electricity to Free Clients in the Free Market totaled 4,967 GWh in 1Q14, 12.6% more than in 1Q13. We see two factors in this:
a. incorporation of new free clients in Cemig GTs portfolio; and
b. a higher effect from seasonalization of electricity in the contracts of Free Consumers in 1Q14 than in 1Q13.
The total volume of sales of electricity to other agents of the sector in the Free Market was 1,937 GWh, which was 117.6% more than in 1Q13. This reflected Cemig taking commercial opportunities that resulted in signature of new short-term sales contracts.
The level of sales in the Regulated Market being 37.3% lower year-on-year was the result of termination of contracts under the Regulated Market Auction held in 2005, for which supply ran from 2006 through 2013.
Sales in the Wholesale Market (CCEE) were 80.7% higher in 1Q14, due to a higher volume of settlement of availability of Cemig GTs supply in 1Q14 than in 1Q13.
Physical totals of transport and distribution MWh
|
|
MWh |
|
Change |
| ||
|
|
03/31/2014 |
|
03/31/2013 |
|
% |
|
Total energy carried |
|
|
|
|
|
|
|
Electricity transported for distributors |
|
76,500 |
|
65,012 |
|
17.67 |
|
Electricity transported for free clients |
|
4,482,913 |
|
4,570,253 |
|
(1.91 |
) |
Own load |
|
|
|
|
|
|
|
Consumption by captive market |
|
6,744,213 |
|
6,169,623 |
|
9.31 |
|
Losses in distribution network |
|
1,439,738 |
|
1,432,444 |
|
0.51 |
|
Consolidated operational revenue
Gross supply of electricity:
Revenue from total supply of electricity to final consumers was R$ 3.918 billion in 1Q14, 13.00% more than in 1Q13 (R$ 3.467 billion).
Final consumers
Total revenue from electricity sold to final consumers, excluding Cemigs own consumption, in 1Q14 was R$ 3.439 billion, an increase of 14.65% from the figure for 1Q13, R$ 3.000 billion.
The main factors in revenue in 1Q14 were:
· Volume of electricity sold to final consumers 10.72% higher.
· Tariff Adjustment of 2.99% for captive consumers of Cemig D, as from April 8, 2013.
· Adjustment to contracts for sale of electricity to free consumers, most of these being indexed to the IGP-M inflation index.
· Increase of 39.9% in the number of Free Consumers in the industrial market.
|
|
R$ |
|
Change |
|
Average |
|
Average |
|
Change |
| ||
|
|
03/31/2014 |
|
03/31/2013 |
|
% |
|
R$ |
|
R$ |
|
% |
|
Residential |
|
1,217,140 |
|
1,148,808 |
|
5.95 |
|
474.00 |
|
496.77 |
|
(4.58 |
) |
Industrial |
|
1,073,906 |
|
934,178 |
|
14.96 |
|
175.76 |
|
169.86 |
|
3.48 |
|
Commercial, Services and Others |
|
654,088 |
|
596,185 |
|
9.71 |
|
393.44 |
|
390.00 |
|
0.88 |
|
Rural |
|
185,818 |
|
173,715 |
|
6.97 |
|
249.86 |
|
274.51 |
|
(8.98 |
) |
Public authorities |
|
84,299 |
|
80,959 |
|
4.13 |
|
382.01 |
|
388.73 |
|
(1.73 |
) |
Public illumination |
|
80,652 |
|
77,553 |
|
4.00 |
|
244.59 |
|
250.32 |
|
(2.29 |
) |
Public service |
|
84,174 |
|
79,704 |
|
5.61 |
|
263.68 |
|
261.90 |
|
0.68 |
|
Subtotal |
|
3.380.077 |
|
3.091.102 |
|
9.35 |
|
282.76 |
|
286.31 |
|
(1.24 |
) |
Supply not yet invoiced, net |
|
59,146 |
|
(91,425 |
) |
|
|
|
|
|
|
|
|
Wholesale supply to other concession holders (*) |
|
478,524 |
|
467,721 |
|
2.31 |
|
123.87 |
|
120.44 |
|
2.85 |
|
Total |
|
3,917,747 |
|
3,467,398 |
|
12.99 |
|
247.54 |
|
236.06 |
|
4.86 |
|
(*) Includes Regulated Market Electricity Sale Contracts (CCEARs) and bilateral contracts with other agents.
Revenue from use of the distribution systems TUSD
Cemig Ds revenue from the TUSD in 1Q14 was R$ 196 million, 42.22% less than in 1Q13 (R$ 339 million). This mainly reflects the reduction in tariff resulting from the Tariff Review of Cemig D, which reduced the TUSD for Free Consumers by an average of 33.22%, as from April 8, 2013; it is also due to lower industrial consumption by large clients in 2013.
Revenue from transactions in electricity on the CCEE
The revenue from wholesale transactions on the CCEE was R$ 1.327 billion in 1Q14, which is 129.27% higher than in 1Q13 (R$ 578,747 million). This primarily reflects the spot price (Preço de Liquidação de Diferenças, or PLD) being 107.52% higher in 1Q14, at (R$ 669.76/MWh, compared to R$ 322.75/MWh in 1Q13); and also due to the higher availability of electricity for settlement in the CCEE in the period.
Other operational revenues
This line was 50.07% higher in 1Q14, at R$ 299 million, than in 1Q13 (R$ 199 million), mainly on the following factors:
· Funding from the Electricity Development Account (Conta de Desenvolvimento Energético, or CDE) 70.63% higher in 1Q14: This is compensation for the subsidies given in the TUSD (Tarifas de Uso do Sistema de Distribuição) that were not incorporated into the tariff, a total of R$ 136 million in 1Q14, compared to R$ 80 million in 1Q13.
· Permission from the CCEE to omit thermal-sourced electricity purchases from electricity invoices, due to a lower level of generation than specified by the National System Operator (Operador Nacional do Sistema Elétrico, ONS) in 1Q14. The amount was R$ 33 million.
Sector and similar charges on revenue
The sector and related charges applied to revenue totaled R$ 1.282 billion in 1Q14, 5.66% more than in 1Q13 (R$ 1.214 billion). This is mainly due to the taxes that are calculated as a simple percentage of billing, which thus vary in accordance with the variations in revenues.
Operational costs and expenses
Operational costs and expenses, excluding Financial revenue (expenses), totaled R$ 2.949 billion in 1Q14, 20.70% less than in 1Q13 (R$ 2.456 billion).
The following paragraphs comment on the main variations:
Electricity bought for resale
The expense on electricity bought for resale in 1Q14 was R$ 1.629 billion, which compares to R$ 973 billion in 2013, an increase of 67.43%. This mainly reflects: Main factors in the increase:
· Higher purchase of electricity in the Free Market in 1Q14, a variation of R$ 137 million, due to higher sales activity by Cemig GT, and the higher cost of acquisition associated with the increased price of electricity in the market.
· The low level of the reservoirs of the hydroelectric plants, and the consequent increase in prices of supply, significantly affecting the cost of electricity bought by electricity distributors in Brazil.
· Expense on electricity acquired in auctions 72.42% higher, at R$ 579 million in 1Q14, compared to R$ 336 million in 1Q13, arising from availability contracts, due to expenditure on fuel for generation by the thermal plants.
· The Brazilian federal government issued Decree 7945 (of March 7, 2013), which ordered payment of funds from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE), to cover, principally, the costs arising from dispatching of the thermoelectric plants. The Company recorded receipt of a compensatory payment of R$ 836 million in 1Q14 for costs of electricity bought in the spot market.
· Expenses on electricity from Itaipu Binacional were 11.41% lower, at R$ 205 million in 1Q14, vs. R$ 231 million in 1Q13 mainly reflecting the volume of electricity purchased being 24.71% lower, at 1,541,042 MWh, compared to 2,046,848 in 1Q13. These expenses are indexed to the US dollar, and the effect of this volume difference was partly offset by the weakening of the Real against the dollar between the two periods: the average dollar used for billing in 1Q14 was R$ 2.34, compared to R$ 1.99 for 1Q13 an increase of 17.59%.
Charges for use of the transmission network
The Charges for Use of the Transmission Network totaled R$ 169 million in 1Q14, compared to R$ 126 million in 1Q13, a reduction of 34.32%.
Personnel (excluding voluntary retirement programs and costs of personnel transferred to works in progress)
|
|
03/31/2014 |
|
03/31/2014 |
|
Δ % |
|
Remuneration and salary-related charges and expenses |
|
260,790 |
|
252,397 |
|
3.33 |
|
Supplementary pension contributions Defined-contribution plan |
|
17,546 |
|
16,952 |
|
3.50 |
|
Assistance benefits |
|
33,638 |
|
33,854 |
|
(0.64 |
) |
|
|
311,974 |
|
303,203 |
|
2.89 |
|
The total expense on personnel (excluding voluntary retirement programs and costs of personnel transferred to works in progress) was slightly (2.89%) higher than in 1Q13, after the 6.85% employee wage increase agreed in the 201314 Collective Work Agreement in November 2013.
The total number of employees was 5.04% lower, at 7,911, on March 31, 2014 than at the end of March 2013(8,331).
Number of employees
Cemig reports net financial expenses of R$ 98 million in 1Q14, compared to net financial expenses of R$ 164 million in 1Q13. The main factors are:
· Recognition in 1Q13 of monetary updating on Financial Assets representing the Assets Remuneration Base (Base Regulatória de Remuneração, or BRR), in the amount of R$ 113 million. The adjustment indexor used is the IGPM inflation index.
· Income from cash investments was 108.34% higher in 1Q14, at R$ 72 million, compared to R$ 35 million in 1Q13, due to investment of a higher volume of funds in 1Q14.
· Revenue from monetary updating on the CRC contract, in 1Q13, of R$ 44 million, the low amount reflecting its early settlement, at that time after which, in subsequent quarters, this item was zero. There are more details in Explanatory Note 12 to the financial statements at December 31, 2013.
· Expense on monetary updating of loans and financing 77.94% higher, at R$ 116 million, in 1Q14 than in 1Q13 (R$ 65million). This largely reflects the higher average balance of loans indexed to inflation in 1Q14 than in 1Q13, and to a lesser extent reflects higher inflation as measured by the IPCA index (2.18% and 1Q14, vs. 19.94% in 1Q13).
Income tax and Social Contribution tax
In 1Q14 Cemig reported income tax and Social Contribution tax totaling R$ 579 million, on reported pre-tax profit of R$ 1.829 billion, representing a percentage rate of 31.65%. In 1Q13, the expense on income tax and the Social Contribution tax was R$ 359 million, on pre-tax profit of R$ 1.224 billion, an effective rate of 29.31%.
Regulatory assets and liabilities
Following the alignment of Brazilian accounting practices with IFRS, as from 2010 regulatory assets and liabilities are no longer recorded in the Companys financial statements. They are recognized in the profit and loss account of a year only after their actual inclusion in the Companys tariff.
This table shows the effects that regulatory assets and liabilities would have had if they had been recognized in the Companys financial statements:
STATEMENT OF FINANCIAL POSITION |
|
Amounts |
|
Amounts to |
|
03/31/2014 |
|
12/31/2013 |
|
Assets |
|
1,149,079 |
|
644,298 |
|
1,793,377 |
|
1,307,970 |
|
Liabilities |
|
(937,234 |
) |
(353,183 |
) |
(1,290,417 |
) |
(963,869 |
) |
Regulatory gain by the equity method gain |
|
|
|
|
|
70,067 |
|
76,899 |
|
|
|
211,845 |
|
291,115 |
|
573,027 |
|
421,000 |
|
|
|
03/31/2014 |
|
12/31/2013 |
|
Assets |
|
|
|
|
|
Prepaid expenses CVA (1) |
|
1,789,012 |
|
1,257,729 |
|
Reduction of Tariff for Use of Transmission and Distribution Systems |
|
111 |
|
26,096 |
|
Discounts for irrigation clients |
|
|
|
4,913 |
|
Other regulatory assets |
|
4,254 |
|
19,232 |
|
|
|
1,793,377 |
|
1,307,970 |
|
Equity method gains (losses) arising from Regulatory Assets and Liabilities |
|
70,067 |
|
76,899 |
|
Deferred income tax and Social Contribution tax |
|
(192,406 |
) |
(128,556 |
) |
|
|
1,671,038 |
|
1,256,313 |
|
Liabilities |
|
|
|
|
|
Regulatory liabilities CVA (1) |
|
(1,289,441 |
) |
(950,346 |
) |
Other regulatory liabilities |
|
(976 |
) |
(13,523 |
) |
|
|
(1,290,417 |
) |
(963,869 |
) |
|
|
380,621 |
|
292,444 |
|
(1) Portion A Costs Variation Compensation Account (CVA).
The net effects of regulatory assets and liabilities on the Companys Profit and loss account, if they had been recorded, would have been as follows:
|
|
03/31/2014 |
|
12/31/2013 |
|
Profit (loss) for the period |
|
1,250,089 |
|
865,347 |
|
Operational profit arising from regulatory assets and liabilities |
|
138,634 |
|
(315,039 |
) |
Net financial revenue (expenses) arising from regulatory assets and liabilities |
|
5,318 |
|
14,830 |
|
Equity method gains (losses) arising from regulatory assets and liabilities |
|
(6,832 |
) |
22,778 |
|
Income tax and Social Contribution on regulatory assets and liabilities |
|
(48,944 |
) |
102,071 |
|
Net profit for the period taking into account regulatory assets and liabilities |
|
1,338,265 |
|
689,987 |
|
REGULATORY EBITDA R$ million |
|
03/31/2014 |
|
12/31/2013 |
|
Change |
|
Net profit for the period taking into account regulatory assets and liabilities |
|
1,338,265 |
|
689,987 |
|
93.96 |
|
+ Income tax and Social Contribution tax |
|
627,812 |
|
256,790 |
|
144.48 |
|
+ Financial revenue (expenses) |
|
92,221 |
|
148,706 |
|
(37.98 |
) |
+ Amortization |
|
182,033 |
|
202,985 |
|
(10.32 |
) |
= EBITDA |
|
2,240,331 |
|
1,298,468 |
|
72.54 |
|
Cemigs consolidated Ebitda in 1Q14 was 32.55% higher than in 2013:
EBITDA - R$ 000 |
|
03/31/2014 |
|
12/31/2013 |
|
Var. % |
|
Profit (loss) for the period |
|
1,250,089 |
|
865,347 |
|
44.46 |
|
+ Income tax and Social Contribution tax |
|
578,868 |
|
358,861 |
|
61.31 |
|
+ Net financial revenue (expenses) |
|
97,539 |
|
163,536 |
|
(40.36 |
) |
+ Depreciation and amortization |
|
182,033 |
|
202,985 |
|
(10.32 |
) |
= EBITDA |
|
2,108,529 |
|
1,590,729 |
|
32.55 |
|
The significantly higher consolidated Ebitda in 1Q14 than 1Q13 mainly reflects revenue 29.45% higher, partially offset by operational costs and expenses (excluding the effects of depreciation and amortization) 22.781 higher. Ebitda margin increased from 43.26% in 1Q13 to 44.30% in 1Q14.
In Cemig D, the lower Ebitda of Cemig D in 1Q14 than 1Q13 mainly reflects operational costs and expenses (excluding the effects of depreciation and amortization) 24.59% higher, in which the highlight was the expense of Electricity bought for resale 66% higher. In Cemig GT, the higher Ebitda in 1Q14 than 1Q13 was mainly the effect of net revenue 77.67% higher, partly offset by operational costs and expenses (excluding the effects of depreciation and amortization) 17.50% higher.
Cemigs consolidated total debt at March 31, 2014 was R$ 9.435 billion, 0.24% less than at December 31, 2013.
The Joaquina Project
On April 30, 2014, Cemig GT, as purchaser, and Orteng Equipamentos e Sistemas S.A. and Arcadis Logos Energia S.A. as vendors, signed a share purchase agreement governing acquisition of 49.9% of the share capital of Retiro Baixo Energética S.A. (RBE).
RBE is an unlisted corporation and holder of the concession for commercial operation of the Retiro Baixo Hydroelectric Plant, on the Paraopeba River in Minas Gerais State, Brazil, with installed generation capacity of 83.7MW and assured power level of 38.5 MW average.
The price for the acquisition of 49.9% of the total capital of RBE is R$ 146 million, to be updated in accordance with the share purchase agreement. The entry of Cemig GT as a stockholder of RBE replacing the Vendors was approved by the Board of Directors of the company held on todays date.
Conclusion of the transaction is subject to conditions precedent, including approval by the Brazilian monopolies authority, Cade (Conselho Administrativo de Defesa Econômica), and consents from the Brazilian electricity regulator, Aneel, the financing entities, and the remaining partner.
Cemigs dividend policy guarantees that 50% of the net profit will be distributed as obligatory dividend to the Companys stockholders, subject to the other provisions of the By-laws, and the applicable legislation; and the balance, after any retention specified in a capital and/or investment budget prepared by Cemigs management, which complies with the Long-term Strategic Plan and the dividend policy stated in it, and has been duly approved, will be applied to constitute a profit reserve to be used for distribution of extraordinary dividends, up to the maximum limit specified by law.
Without prejudice to the obligatory dividend, every two years Cemig will use this profit reserve for distribution of extraordinary dividends, up to the limit of available cash.
Cemigs Board of Directors may declare interim dividends, in the form of Interest on Equity, on account of retained earnings, profit reserves or profit reported in half-yearly or interim balance sheets.
The table below shows the history of our distribution of stockholder corporate action payments over the last five years.
Date approved |
|
Type |
|
Amount per |
April 30, 2014 |
|
Dividend |
|
0.89 |
December 5, 2013 |
|
Interest on Equity |
|
0.55 |
April 30, 2013 |
|
Dividend |
|
1.43 |
December 20, 2012 |
|
Interest on Equity |
|
1.99 |
December 20, 2012 |
|
Extraordinary dividend |
|
1.88 |
April 27, 2012 |
|
Dividend |
|
1.90 |
December 9, 2011 |
|
Extraordinary dividend |
|
1.25 |
April 29, 2011 |
|
Dividend |
|
1.75 |
December 16, 2010 |
|
Extraordinary dividend |
|
1.32 |
April 29, 2010 |
|
Dividend |
|
1.50 |
April 29, 2009 |
|
Dividend |
|
1.90 |
Cemigs dividend yield, shown below, illustrates its commitment to seek business strategies that ensure an adequate return for stockholders.
Cemig, through its bylaws, assumes the undertaking to distribute a minimum dividend of 50% of the net profit for each year. Additionally, extraordinary dividends can be distributed each two years, or more frequently, if cash availability permits.
The dividends are usually paid in two equal installments: by June 30 and December 30 of the year following the business year on the results of which they are based.
Dividends declared in April 2014 total R$ 1.656 billion, as follows:
· R$ 533 million in the form of Interest on Equity (declared on December 5, 2013) for the 2013 business year, to be on account of the minimum obligatory dividend for the year: this payment was made on December 19, 2013.
· R$ 1.122 billion, in the form of dividends, for the 2013 business year, declared at the Annual General Meeting of April 30, 2014, to stockholders of record on that day.
THE CEMIG GROUPS PORTFOLIO OF GENERATION ASSETS
CEMIG Generation portfolio, MW*
Stage |
|
Hydroelectric |
|
Small |
|
Wind |
|
Solar |
|
Thermal |
|
TOTAL |
|
In operation |
|
6,803 |
|
259 |
|
70 |
|
1 |
|
184 |
|
7,317 |
|
Under construction / contracted |
|
1,083 |
|
29 |
|
153 |
|
1 |
|
|
|
1,267 |
|
In development |
|
7,270 |
|
191 |
|
1,272 |
|
36 |
|
1,500 |
|
10,268 |
|
Total |
|
15,156 |
|
479 |
|
1,495 |
|
38 |
|
1,500 |
|
18,852 |
|
*Os valores referem-se apenas a participação da Cemig direta ou indireta em 31/03/2014
Highlights of 1st quarter 2014:
Santo Antônio hydro plant 6 generation units start operation
The Santo Antônio hydro plant, in the municipality of Porto Velho, in Brazils northern state of Rondônia, comprises 50 generator rotors with total capacity for 3,568 MW. Currently 26 of these units are in commercial operation a total of approximately 1,856 MW. The other 24 generation units are under construction, with completion scheduled for July 2016. Cemigs share in the enterprise is 10%.
Irapé hydro complex in operation
Aneel Authorizing Resolution 4582/2014 approved the proposed 3rd amendment to the Concession Contract of the Irapé Hydroelectric project, to increase its installed capacity by 39 MW. The present generation capacity of the Irapé complex as inspected and registered by is 399 MW. Cemigs stake in the enterprise is 100%.
Brasil PCH acquisition of 13 Small Hydro Plants already in operation
On February 14, 2014, Cemig GT, through Chipley SP Participações S.A. (owned 40 % by Cemig GT, 59% by Renova Energia S.A. and 1% by Renovapar), finalized acquisition of
an equity interest of 51% in Brasil PCH. The remaining interests are held by Petrobras, with 49%, and Jobelpa, with 2%.
Brasil PCH is a holding company wholly owning 13 Small Hydro Plants (Pequenas Centrais Elétricas, or PCHs), in the states of Minas Gerais, Rio de Janeiro, Espírito Santo and Goiás. Their total installed capacity is 291 MW, and their guaranteed power takeoff level is 194 average MW. The entire output of all of them has been sold under the Proinfa program (Programa de Incentivo a Fontes Alternativas de Energia, or Program to encourage alternative energy sources) for a period of 20 years.
Belo Monte Hydroelectric Complex under construction
The Belo Monte hydroelectric complex, in the municipality of Altamira in the Northern Brazilian State of Pará, will have 24 generation rotors, and total capacity of 11,233 MW. Its guaranteed offtake level with be 4,571 average MW. The start dates for the 24 rotors extend over a period from February 2015 to January 2019. Cemig has a direct and an indirect interest in the enterprise, totaling an aggregate 8.12%.
Guanhães Energia: 4 Small Hydro Plants under construction
The holding company Guanhães Energia has the authorization to build 4 small hydro plants (PCHs) in the municipalities of Virginópolis and Dores de Guanhães, in the state of Minas Gerais: Fortuna II (9 MW), Senhora do Porto (12 MW), Jacaré (9 MW) and Dores de Guanhães (14 MW). The total installed CPC is thus 44 MW. The offtake power guarantee level is 25 average MW. Scheduled start dates for the four PCHs range from July 2014 through January 2015. Cemig has a total direct and indirect equity interest of 65.56%.
The Alto Sertão II (High Wilderness II) complexes of wind farms under construction
The Alto Sertão II wind complex comprises a group of 6 and a group of 9 wind farms, built under contracts won, respectively, at the Reserve Auction (Leilão de Reserva, or LER) of 2010 and the A3 Auction of 2011. They are in the Northeastern Brazilian
state of Bahia, with aggregate installed capacity of 386.1 MW, and guaranteed offtake level of 181.6 average MW. In a recent development, the start of the period for the 15 wind farms to start operation was postponed to coincide with the availability of the transmission lines for outflow of their production. The current forecasts for initial operation dates are between June 2014 and June 2015. Cemig owns an equity interest, held indirectly, of 7.10%.
The Alto Sertão III wind complex contracted
Alto Sertão III is a complex of 46 wind farms, which have placed their output on the Free Market or the Regulated Market, at the A5 auction of 2012 and the LER (Reserve) Auction of 2013, in the state of Bahia. They have aggregate installed capacity of 741.5 MW, and physical guarantee offtake level of 363.2 average MW. Scheduled startup dates of the 36 wind farms are over the period April 2015 through January 2017. Cemig has an indirectly held equity stake of 7.10%.
Wind farms contracted at the 2013 A5 auction
A total of 17 wind farms in Bahia were contracted at the 2013 A5 auction, for total installed generation capacity of 355.5 MW, and physical offtake guarantee level of 183.9 average MW. This supply was sold for an average price of R$ 118.75/MWh, undergoing monetary updating from January 2014. The scheduled date for start of commercial operation is May 2018. Cemig has an equity interest, held indirectly, of 7.10%.
Sale of contracted supply by Renova to Cemig GT in the Free Market contracted
On March 21, 2014, Renova Energia placed a contract to sell supply of 295 average MW between 2016 and 2031. The total installed capacity involved is 676.2 MW, and Cemig GT owns an option to acquire a stockholding of up to 50%. Cemig has an equity interest of 7.10%, held indirectly.
Sete Lagoas experimental solar plant under construction
The experimental photovoltaic solar generation plant at Sete Lagoas, Minas Gerais, has installed capacity for 3.3 MWp. Works began in March 2013 and are scheduled for completion in December 2014.
Net profit according to IFRS was R$ 111.5 million. Regulatory Ebitda was R$ 320.9 million, resulting in a Regulatory Ebitda margin of 89.8%. The availability of lines in this period was 99.99%. The related Variable Portion of the remuneration was R$ 5.3 million.
Main financial indicators:
R$ million IFRS |
|
03/31/2014 |
|
03/31/2013 |
|
Change % |
|
Ebitda |
|
211.8 |
|
193.7 |
|
9.3 |
|
Ebitda margin |
|
79.2 |
% |
73.6 |
% |
5.6bp |
|
Net profit |
|
111.5 |
|
171.1 |
|
(34.8 |
) |
Net debt |
|
3,670 |
|
1,949 |
|
883.3 |
|
Stock price: TAEE11 (May 13), R$ |
|
20.35 |
|
19.34 |
|
5.2 |
|
Market value |
|
7.011 |
|
6.662 |
|
5.2 |
|
R$ million Regulatory (without IFRS) |
|
31/03/2014 |
|
31/03/2013 |
|
Var. % |
|
Ebitda |
|
320.9 |
|
291.7 |
|
10.0 |
|
Ebitda margin |
|
89.8 |
% |
88.4 |
% |
1.4bps |
|
Net profit |
|
176.8 |
|
201.7 |
|
(12.3 |
) |
Net debt |
|
3.670 |
|
1.949 |
|
88.3 |
|
Stock price: TAEE11 (May 13), R$ |
|
20.35 |
|
19.34 |
|
5.2 |
|
Market value |
|
7.011 |
|
6.662 |
|
5.2 |
|
http://ri.taesa.com.br/taesa2013/web/conteudo_pt.asp?idioma=0&conta=28&tipo=45599
FINANCIAL STATEMENTS SEPARATED BY COMPANY
FINANCIAL STATEMENTS SEPARATED BY COMPANY ON MARCH 31, 2014
ITEM |
|
HOLDING |
|
CEMIG GT |
|
CEMIG D |
|
CEMIG |
|
SÁ |
|
ROSAL |
|
OTHER SYS |
|
ELIMINATIONS / |
|
TOTAL, |
|
TAESA |
|
LIGHT |
|
MADEIRA |
|
GASMIG |
|
OTHER |
|
ELIMINATIONS / |
|
Total, |
|
ASSETS |
|
15,299,240 |
|
11,642,924 |
|
13,110,657 |
|
327,061 |
|
175,453 |
|
148,544 |
|
595,548 |
|
(9,571,840 |
) |
31,727,587 |
|
4,848,185 |
|
4,389,576 |
|
2,131,969 |
|
1,029,021 |
|
2,361,268 |
|
(6,144,303 |
) |
40,343,303 |
|
Cash and cash equivalents |
|
241,816 |
|
386,240 |
|
374,940 |
|
23,976 |
|
6,234 |
|
7,526 |
|
69,803 |
|
|
|
1,110,535 |
|
212,628 |
|
230,051 |
|
28,725 |
|
39,757 |
|
116,283 |
|
|
|
1,737,979 |
|
Accounts receivable |
|
|
|
1,611,923 |
|
1,607,106 |
|
|
|
5,520 |
|
4,664 |
|
32,956 |
|
(28,926 |
) |
3,233,243 |
|
93,343 |
|
620,373 |
|
21,568 |
|
101,571 |
|
36,728 |
|
(7,026 |
) |
4,099,800 |
|
Securities cash investments |
|
206,631 |
|
224,695 |
|
310,451 |
|
4,460 |
|
17,597 |
|
10,013 |
|
158,592 |
|
|
|
932,439 |
|
171,802 |
|
|
|
|
|
23,449 |
|
47,830 |
|
|
|
1,175,520 |
|
Taxes |
|
478,812 |
|
90,567 |
|
1,523,598 |
|
29,700 |
|
555 |
|
102 |
|
1,772 |
|
|
|
2,125,106 |
|
315,643 |
|
334,294 |
|
7,949 |
|
57,108 |
|
6,180 |
|
|
|
2,846,280 |
|
Other assets |
|
1,391,414 |
|
258,345 |
|
2,167,285 |
|
24,418 |
|
4,035 |
|
399 |
|
35,459 |
|
(1,195,361 |
) |
2,685,994 |
|
102,301 |
|
712,183 |
|
133,517 |
|
165,734 |
|
76,661 |
|
(140,156 |
) |
3,736,234 |
|
Investments / PP&E / Intangible / Financial Assets of Concession |
|
12,980,567 |
|
9,071,154 |
|
7,127,277 |
|
244,507 |
|
141,512 |
|
125,840 |
|
296,966 |
|
(8,347,553 |
) |
21,640,270 |
|
3,952,468 |
|
2,492,675 |
|
1,940,210 |
|
641,402 |
|
2,077,586 |
|
(5,997,121 |
) |
26,747,490 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
15,299,240 |
|
11,642,924 |
|
13,110,657 |
|
327,061 |
|
175,453 |
|
148,544 |
|
595,548 |
|
(9,571,840 |
) |
31,727,587 |
|
4,848,185 |
|
4,389,576 |
|
2,131,969 |
|
1,029,021 |
|
2,361,268 |
|
(6,144,303 |
) |
40,343,303 |
|
Suppliers and supplies |
|
8,104 |
|
223,896 |
|
1,499,439 |
|
15,538 |
|
2,192 |
|
5,183 |
|
5,267 |
|
(43,081 |
) |
1,716,538 |
|
26,368 |
|
661,208 |
|
77,097 |
|
53,484 |
|
21,150 |
|
(7,819 |
) |
2,548,026 |
|
Loans, financings and debentures |
|
|
|
4,066,189 |
|
5,266,208 |
|
30,190 |
|
|
|
|
|
72,062 |
|
|
|
9,434,649 |
|
2,191,464 |
|
1,965,475 |
|
1,201,057 |
|
211,440 |
|
558,033 |
|
|
|
15,562,118 |
|
Interest on Equity, and dividends |
|
1,107,628 |
|
905,687 |
|