6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2018

Commission File Number: 1-15224

 

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

 

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

Form 20-F  ☒                 Form 40-F  ☐

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):  ☐

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):  ☐

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  ☐                No  ☒

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

 

 

 

 

 


INDEX

 

Item

 

Description of Items

1.  

SUMMARY OF MINUTES OF THE 720TH MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 12, 2018

2.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 721TH MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 17, 2018

3.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 722TH MEETING OF THE BOARD OF DIRECTORS HELD ON FEBRUARY 8, 2018

4.  

SUMMARY OF MINUTES OF THE 724TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 7, 2018

5.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 725TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 15, 2018

6.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 726TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 22, 2018

7.  

SUMMARY OF MINUTES OF THE 726TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 7, 2018

8.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 727TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 22, 2018

9.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 729TH MEETING OF THE BOARD OF DIRECTORS HELD ON APRIL 9, 2018

10.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 731TH MEETING OF THE BOARD OF DIRECTORS HELD ON APRIL 25, 2018

11.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 732TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 2, 2018

12.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 733TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 8, 2018

13.  

SUMMARY OF MINUTES OF THE 734TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 24, 2018

14.  

MARKET ANNOUNCEMENT DATED MAY 30, 2018: ACQUISITION OF STOCKHOLDING

15.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 735TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 5, 2018

16.  

MARKET ANNOUNCEMENT DATED JUNE  6, 2018: CEMIG GT: PURCHASE AUCTION – INCENTIVE-BEARING SOLAR AND WIND SUPPLY

17.  

MARKET NOTICE DATED JUNE  11, 2018: ALTERATION TO CORPORATE EVENTS CALENDAR

18.  

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON JUNE 11, 2018

19.  

MARKET ANNOUNCEMENT DATED JUNE 12, 2018: CHANGES TO THE BY-LAWS – ENHANCING CORPORATE GOVERNANCE

20.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 736TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 12, 2018

21.  

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 737TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 19, 2018

22.  

MARKET NOTICE DATED JUNE 19, 2018: REPLY TO CVM INQUIRY LETTER 232/2018/CVM/SEP/GEA-1

23.  

CONVOCATION AND PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 23, 2018 DATED JUNE 19, 2018

24.  

MATERIAL ANNOUNCEMENT DATED JULY  2, 2018: CEMIG D APPEALS ANEEL INFRINGEMENT NOTICE

25.  

MATERIAL ANNOUNCEMENT DATED JULY  9, 2018: CHANGE IN TIMETABLE FOR DISPOSAL OF TELECOM ASSETS

26.  

MATERIAL ANNOUNCEMENT DATED JULY  12, 2018: ADDITIONAL ISSUE OF EUROBONDS BY CEMIG GT

27.  

FIRST QUARTER 2018 RESULTS

28.  

FIRST QUARTER 2018 RESULTS – EARNINGS RELEASE – RESUBMITTED DUE THE INCLUSION OF THE EUROBONDS CONVENANT’S CALCULATION TABLE.

29.  

PRESENTATIONS TO THE XXIII ANNUAL MEETING WITH THE CAPITAL MARKET – SUPPLY AND DEMAND – GUIDANCE

 


 

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.

 

COMPANHIA ENERGÉTICA DE MINAS

GERAIS – CEMIG

By:   /S/    MAURÍCIO FERNANDES LEONARDO JÚNIOR         

Name:

Title:

 

Maurício Fernandes Leonardo Júnior

Chief Finance and Investor Relations Officer

Date: July 13, 2018

 

 

 


 

SUMMARY OF MINUTES OF THE 720TH MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 12, 2018

 

 

1


LOGO

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

BOARD OF DIRECTORS

 

SUMMARY OF MINUTES

OF THE

720TH MEETING

 

 

Date, time and place:    January 12, 2018, at 9.30 a.m., at the Company’s head office, with participation also by telephone conference call.

 

Meeting Committee:   

Chair: José Afonso Bicalho Beltrão da Silva;

Secretary: Anamaria Pugedo Frade Barros

Summary of proceedings:

 

I Conflict of interest: The Board members listed below said they had no conflict of interest in the matters on the agenda of this meeting.

 

II The Board approved:

 

  a) The Budget for 2018, subject to its being monitored monthly and to adjustments by this Board when necessary; and cancelation of the decision on setting of the budget for January 2018.

 

  b) New Internal Regulations on Competitive Bids and Contracts.

 

  c) The proposal, by the Board member Helvécio Miranda Magalhães Junior, that the members of the Board of Directors should authorize their Chair to call an Extraordinary General Meeting of Stockholders to be held on February 28, 2018 at 3 p.m.; and that in the absence of the minimum quorum the Chair should be authorized to make a second convocation of the stockholders within the legal period, to decide on: absorption by Cemig of Cemig Telecomunicações S.A. (‘CemigTelecom’).

 

  d) The minutes of this meeting.

 

III The Board authorized signature, in 2018, of Corporate Surety Letters, as guarantor of Cemig Geração e Transmissão S.A. (Cemig GT).

 

IV The Board nominated Mr. José Maria Rabelo as sitting member of the Board of Directors of Madeira Energia S.A. (‘Mesa’), to serve the remainder of the present period of office, or until a duly elected successor is sworn in.

 

 

  

 

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


LOGO

 

 

 

V The Board ratified the vote in favor of the agenda by representatives of the Company in the Extraordinary General Meeting of Stockholders of:

 

1) Luce Empreendimentos e Participações S.A. (Lepsa), of December 29, 2017, on:

 

  a) reduction of the share capital, the quantity of shares subscribed and paid up being unchanged;

 

  b) consequent alteration of the head paragraph of Clause 5 of the By-laws;

 

  c) alteration of the by-laws to reflect the provisions of Law 13303/2016;

 

  d) consolidation of the bylaws;

 

  e) ratification of signature, with Lepsa as Consenting Party, of the following legal instruments:

 

  Second Amendment to the Contract for Fiduciary Assignment of Shares held in Guarantee, of Light S.A. (‘Light’);

 

  Second Amendment to the Contract for Fiduciary Assignment of Receivables in Guarantee;

 

  Third Amendment to the Contract for Fiduciary Assignment of Shares held in Guarantee (Transmissora Aliança de Energia Elétrica S.A. – Taesa’);

 

  Third Amendment to the Contract for Fiduciary Assignment of Receivables in Guarantee;

 

  Fourth Amendment to the Contract for Fiduciary Assignment of Shares held in Guarantee (‘Taesa’);

 

  the signatories being the Companies and the former stockholders of Lepsa.

 

2) RME – Rio Minas Energia Participações S.A. (‘RME’), of December 29, 2017, on:

 

  a) reduction of the share capital, the quantity of shares subscribed and paid up being unchanged;

 

  b) consequent alteration of the head paragraph of Clause 5 of the By-laws;

 

  c) alteration of the second paragraph of Clause 28 of the by-laws, which deals with representation of RME and granting of powers of attorney;

 

  d) consolidation of the bylaws; and

 

  e) ratification of signature, with RME as Consenting Party, of the following legal instruments:

 

  First Amendment to the Stockholders’ Agreement of RME (principal);

 

  First Amendment to the Stockholders’ Agreement of RME (conditional);

 

  Second Amendment to the Contract for Fiduciary Assignment of Shares held in Guarantee (‘Light’);

 

  Second Amendment to the Contract for Fiduciary Assignment of Receivables in Guarantee;

 

  Third Amendment to the Contract for Fiduciary Assignment of Shares held in Guarantee (‘Taesa’);

 

  Third Amendment to the Contract for Fiduciary Assignment of Receivables in Guarantee; and

 

  Fourth Amendment to the Contract for Fiduciary Assignment of Shares held in Guarantee (‘Taesa’);

 

  the signatories to these documents being the stockholders of RME.

 

  

 

Av. Barbacena 1200

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

 

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

 

3


LOGO

 

 

 

 

VI In relation to CemigTelecom:

 

  a) The Board submitted the following proposal to the EGM:

Approval and authorization of signature of the Protocol of Absorption and Justification, with CemigTelecom, so as to set out the terms and conditions to govern the absorption of CemigTelecom by this Company (Cemig).

Ratification, since this is an absorption of a wholly-owned subsidiary, of the appointment of the three expert witnesses,

Mr. Flávio de Almeida Araújo, CRC/MG 86.861,

Mr. Francisco do Couto, CRC/MG 58.343, and

Mr. Leonardo George de Magalhães, CRC/MG 53.140,

to provide a valuation, under and for the purposes of Article 8 of Law 6404/1976, of the Stockholders’ equity of CemigTelecom.

Approval of the Valuation Opinion on the Stockholders’ equity of CemigTelecom, at book value, prepared by the three experts, in the terms of and for the purposes of Article 8 of Law 6404/1976.

Authorization for absorption of CemigTelecom by Cemig, and subsequently, its extinction.

Authorization for Cemig to be the successor of CemigTelecom, in all its rights and obligations, for all purposes of law and otherwise.

Authorization for transfer to Cemig, by absorption, of all the establishments, tangible and intangible assets and goods, inventories, real estate property, credits, assets, rights, employees, stockholdings, contracts, obligations, liabilities, tax books and tax invoices, controls, records, accounting, documents, systems and information of CemigTelecom, including the shares in Ativas Data Center S.A. (Ativas), which are 19.6% of the share capital of Ativas, and the contracts related to that stockholding interest.

 

  b) The Board oriented the representatives of the Company to vote, at the EGM of CemigTelecom, in favor of this absorption, and on cancellation of the registry of CemigTelecom as a company registered for listing with the Brazilian Securities Commission (CVM).

 

  c) The Board authorized, as the case may be, signature of the documents necessary for amendment of the Private Deed of the Second Issue of Non-convertible Debentures of CemigTelecom, with asset guarantee and additional surety guarantee, in a single series, for public distribution with restricted placement efforts, in the amount of twenty seven million Reais, signed on May 10, 2017 with Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, with the Company as consenting party, or total early redemption of the debentures issued by CemigTelecom on May 10, 2017.

The terms and conditions in these documents shall be the subject of specific analysis and decision by the Executive Board, based on the applicable legislation and on no further burden being placed upon the Company in relation to the original contracting.

 

  d) The Board authorized start of the procedure for disposal of telecommunications assets not appropriate for the Company’s main activity and assignment of the contracts associated with these assets, through administrative proceedings for exemption from tender.

 

 

  

 

Av. Barbacena 1200

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

 

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

 

4


LOGO

 

 

 

VII Votes against:

The Board members Carlos Eduardo Lessa Brandão and Patrícia Gracindo Marques de Assis Bentes voted against approval of the 2018 budget.

 

VIII Conditional vote: The Board member Arlindo Magno de Oliveira gave approval to the 2018 budget conditional upon non-inclusion of disposal of Cemig’s stockholding interest in Light.

 

IX Comments: The following made comments on subjects of interest to the Company:

 

The Chair;      
 
Board members:   

Patrícia Gracindo Marques de Assis Bentes,

Carlos Eduardo Lessa Brandão,

Arlindo Magno de Oliveira,

Arcângelo Eustáquio Torres Queiroz,

  

Hermes Jorge Chipp,

Daniel Alves Ferreira,

Marcelo Gasparino da Silva,

José Pais Rangel;

 
Chief Officers:    Adézio de Almeida Lima,   

Luciano de Araújo Ferraz,

José Maria Rabelo;

 
General managers:    Leonardo George Magalhães,    Tarcísio Albuquerque Queiroz;
 
Manager:    Marcelo Pereira de Carvalho;   
 
Director of CemigTelecom    Fernando Augusto Campos.   
 
The following were present:   
 
Board members:   

José Afonso Bicalho Beltrão da Silva,

Marco Antônio de Rezende Teixeira,

Bernardo Afonso Salomão de Alvarenga,

Antônio Dirceu Araújo Xavier,

Arcângelo Eustáquio Torres Queiroz,

Arlindo Magno de Oliveira,

Carlos Eduardo Lessa Brandão,

Daniel Alves Ferreira,

Helvécio Miranda Magalhães Junior,

Hermes Jorge Chipp,

José Pais Rangel,

Marco Antônio Soares da Cunha Castello Branco,

Patrícia Gracindo Marques de Assis Bentes,

  

Marcelo Gasparino da Silva,

Nelson José Hubner Moreira,

Agostinho Faria Cardoso,

Alexandre Silva Macedo,

Aloísio Macário Ferreira de Souza,

Antônio Carlos de Andrada Tovar,

Geber Soares de Oliveira,

Luiz Guilherme Piva,

Manoel Eduardo Lima Lopes,

Otávio Silva Camargo,

Paulo Sérgio Machado Ribeiro,

Ricardo Wagner Righi de Toledo,

Wieland Silberschneider;

 
Member of the Audit Board:    Edson Moura Soares;   
 
Chief Officers:    Adézio de Almeida Lima,   

Luciano de Araújo Ferraz,

José Maria Rabelo;

 
General Managers:    Leonardo George Magalhães,    Tarcísio Albuquerque Queiroz;
 
Manager:    Marcelo Pereira de Carvalho,   
 
Director of Cemig Telecom:    Fernando Augusto Campos,   
 
Secretary:    Anamaria Pugedo Frade Barros.   
 

Signed by: Anamaria Pugedo Frade Barros.

 

  

 

Av. Barbacena 1200

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

 

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

 

5


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 721TH MEETING OF THE BOARD OF DIRECTORS HELD ON JANUARY 17, 2018

 

6


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of January 17, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 721st meeting, held on January 17, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

Cancellation of the Convocation to an Extraordinary General Meeting of Stockholders scheduled for January 24, 2018 at 3 p.m. at the Company’s head office, Avenida Barbacena 1200, 21st floor, Belo Horizonte, Minas Gerais, Brazil.

The agenda of the meeting was:

 

  (1) Authorization for certain limits in the by-laws to be exceeded; and

 

  (2) Extension of the present period of office of the members 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.

 

7


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 722TH MEETING OF THE BOARD OF DIRECTORS HELD ON FEBRUARY 8, 2018

 

 

8


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of February 8, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 722nd meeting, held on February 8, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Advance against Future Capital Increase, in Cemig D.

 

 

  

 

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.

 

9


 

SUMMARY OF MINUTES OF THE 724TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 7, 2018

 

 

10


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

SUMMARY OF MINUTES

OF THE

724TH MEETING

 

Date, time and place:   March 7, 2018, at 5.45 p.m., at the Company’s head office,
  with participation also by telephone conference call.

 

Meeting Committee:   Chair:   José Afonso Bicalho Beltrão da Silva;
  Secretary:   Anamaria Pugedo Frade Barros.

Summary of proceedings:

 

I Conflict of interest: The Board members listed below stated that they had no conflict of interest with the matters on the agenda of the meeting.

 

II The Board approved:

 

  a) The proposal by the Chair, as follows:

 

  i) Adézio de Almeida Lima no longer to be Chief Finance and Investor Relations Officer;

 

  ii) Mr. José Maria Rabelo no longer to be Chief New Business Officer;

 

  iii) election as Chief Finance and Investor Relations Officer, to serve the rest of the present period of office, that is to say until the first meeting of the Board of Directors after the Annual General Meeting of 2018, of

 

 

Mr. Maurício Fernandes Leonardo Júnior

  

– Brazilian, married, lawyer, resident and domiciled in Belo Horizonte, Minas Gerais, at Rua Guaicuí 596, Luxemburgo, CEP 30380-342, bearer of Identity Card 3801178-2-SSPPR and CPF 558882599-34;

 

  iv) and election as Chief Business Development Officer of

 

 

Mr. Daniel Faria Costa

  

– Brazilian, married, lawyer, domiciled in Uberlândia, Minas Gerais, at Rua Planalto 120/303, Santa Mônica, CEP 38408-064, Identity Card M-3182586-SSPMG, and CPF 504896666-04.

 

  b) The minutes of this meeting.

 

  

 

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.

 

11


LOGO

 

 

 

 

III Vote: The matter in subclause ‘a’ of item II, above, was approved, with the Board members Patrícia Gracindo Marques de Assis Bentes and Carlos Eduardo Lessa Brandão voting against.

 

IV Composition of the Executive Board:

The Chair informed the meeting that the Executive Board is now as follows:

 

  Chief Executive Officer:    Bernardo Afonso Salomão de Alvarenga;
  Deputy CEO:    Bernardo Afonso Salomão de Alvarenga (interim);
  Chief Trading Officer:    Dimas Costa;
  Chief Business Development Officer:    Daniel Faria Costa
  Interim Chief Distribution and Sales Officer:    Ronaldo Gomes de Abreu;
  Chief Finance and Investor Relations Officer:    Maurício Fernandes Leonardo Júnior
  Chief Generation and Transmission Officer:    Franklin Moreira Gonçalves;
  Chief Corporate Management Officer:    José de Araújo Lins Neto;
  Chief Counsel:    Luciano de Araújo Ferraz;
  Chief Officer for Human Relations and Resources:    Maura Galuppo Botelho Martins;
  Chief Institutional Relations and Communication Officer:    Thiago de Azevedo Camargo.

 

V Compliance: The Chief Officers 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 made a solemn commitment to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Professional Conduct of Cemig and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

 

VI Comment: The following spoke on the matter on the agenda:

 

  The Chair;          
  Board members:   

José Pais Rangel,

Patrícia Gracindo Marques de Assis Bentes,

Aloísio Macário Ferreira de Souza,

  

Hermes Jorge Chipp,

Arlindo Magno de Oliveira,

Carlos Eduardo Lessa Brandão;

The following were present:

 

  Board members:   

José Afonso Bicalho Beltrão da Silva,

Marco Antônio de Rezende Teixeira,

Bernardo Afonso Salomão de Alvarenga,

Antônio Dirceu Araújo Xavier,

Arcângelo Eustáquio Torres Queiroz,

Arlindo Magno de Oliveira,

Carlos Eduardo Lessa Brandão,

Helvécio Miranda Magalhães Junior,

José Pais Rangel,

Marco Antônio Soares da Cunha Castello Branco,

Patrícia Gracindo Marques de Assis Bentes,

Aloísio Macário Ferreira de Souza,

  

Hermes Jorge Chipp,

Nelson José Hubner Moreira,

Manoel Eduardo Lima Lopes,

Agostinho Faria Cardoso,

Alexandre Silva Macedo,

Antônio Carlos de Andrada Tovar,

Geber Soares de Oliveira,

Luiz Guilherme Piva,

Otávio Silva Camargo,

Paulo Sérgio Machado Ribeiro,

Ricardo Wagner Righi de Toledo,

Wieland Silberschneider;

  Secretary:    Anamaria Pugedo Frade Barros.     

( Signed by: )     Anamaria Pugedo Frade Barros.

 

  

 

Av. Barbacena 1200

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

 

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

 

12


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 725TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 15, 2018

 

 

13


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of March 15, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 725th meeting, held on March 15, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  2. Constitution of a company; injection of capital; and orientation of vote in Extraordinary General Meeting of Stockholders of Efficientia S.A.

 

  3. Orientation of vote at meetings of Light S.A.

 

  4. Change in the composition of a Committee 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.

 

14


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 726TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 22, 2018

 

 

15


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

1st Meeting of March 22, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 726h meeting, held on March 22, 2018, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Guarantee for issue of Promissory Notes by Cemig D.

 

 

  

 

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.

 

16


 

SUMMARY OF MINUTES OF THE 726TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 7, 2018

 

 

17


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY - CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

SUMMARY OF MINUTES

OF THE

726TH MEETING

 

Date, time and place:    March 22, 2018, at 9 a.m., at the Company’s head office, with participation also by telephone conference call.

 

Meeting Committee:   

Chair: José Afonso Bicalho Beltrão da Silva;

Secretary: Anamaria Pugedo Frade Barros.

Summary of proceedings:

 

I Conflict of interest: The board members listed below said they had no conflict of interest in the matters on the agenda of this meeting.

 

II The Board approved the minutes of this meeting.

 

III The Board authorized, in relation to the guarantee of Promissory Notes issued by Cemig D:

 

  1) Provision of guarantee in the form of surety, to be given on the physical Notes and in accordance with the terms of the applicable regulations, for the ninth issue of promissory Notes by Cemig Distribuição S.A. (‘The Issue’, ‘the Notes’, and ‘the Issuer’, respectively), for public distribution, with restricted placement efforts, under CVM Instruction 476/2009, as amended, and CVM Instruction 566/2015, and other applicable regulations (‘The Restricted Offering’); the target public to be professional investors, as defined in Article 9A of CVM Instruction 539/2013, as amended (‘Professional Investors’) – with the following principal characteristics:

 

Issuer:    Cemig Distribuição S.A.
  
Managers:    Financial institutions that are part of the Brazilian Securities Distribution System (‘the Lead Manager’, and ‘Managers’).
  
Fiduciary Agent:    Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários.
  
Surety guarantee:    The promissory notes (‘the Notes’) and all the obligations resulting from them will have the guarantee of Companhia Energética de Minas Gerais (‘Guarantor’, or ‘Cemig’), written upon each Note (‘the Surety’).
  
Asset guarantee:    Fiduciary assignment of preferred shares owned by Cemig in Companhia de Gás de Minas Gerais (‘Gasmig’), the total valuation of such shares to correspond to the total amount of the Issue.

 

 

  

 

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.

 

18


LOGO

 

 

 

Use of proceeds:

   Replenishment of cash position as a result of the payment of the Third issue of Debentures by the Issuer, and strengthening of working capital.
  

Volume of the Issue:

   Up to four hundred million Reais, on the Issue Date (as defined below).
  

Number of series:

   The issue will have one single series.
  

Nominal Unit Value:

   One million Reais, on the Issue Date.
  

Quantity of Notes:

   Up to four hundred.
  

Placement procedure and regime:

   Public distribution, with restricted placement efforts, in accordance with CVM Instruction 476, under the regime of firm individual (not joint) guarantee of subscription by the Lead Manager and by the other Managers, for the volume of one hundred and eighty million Reais, to be exercised in accordance with the terms and conditions to be specified in the related distribution contract for the Notes; and under the regime of best placement efforts for a volume of up to two hundred and twenty million Reais.
  

Issue Date:

   Date of the actual subscription, and payment of subscription, of the Notes, as specified on the physical Notes.
  

Form of subscription and subscription price:

   Each Note will be paid at sight, for the Nominal Unit Value, on the date of subscription, as per procedures of the São Paulo securities exchange - B3 S.A. (‘the B3’).
  

Maturity period:

   Up to five hundred and forty days from the Issue Date.
  

Monetary updating and remuneratory interest:

  

The Nominal Unit Value of the Notes shall not undergo monetary updating.

The Notes will pay remuneratory interest equal to one hundred and fifty one per cent of the accumulated variation represented by the one-dayover extra-grupo’ Interbank Deposit (Depósitos Interfinanceiros, or DI) Rate, expressed in the form of percentage per year, on the two hundred and fifty-two business days basis, calculated and published daily by B3 in its daily bulletin available at http://www.cetip.com.br (‘the Remuneration’).

The Remuneration will be calculated on an exponential and cumulative basis, pro rata temporis, by business days elapsed, on the Nominal Unit Value of each Note, from the Issue Date up to the Remuneration Payment Date, according to the criteria set out in the Cetip21 Manual of Formulas for Notes and Bonds (Caderno de Fórmulas – Notas Comerciais e Obrigações - ‘Cetip21’) - available for consultation on the above web page.

These criteria will be printed on the physical Notes.

  

Payment of the Remuneration and amortization of the Nominal Unit Value:

   In a single payment, on the Maturity Date, or on the date established in the Early Redemption Offer (as defined below), or the date of optional early redemption, or on the date on which early maturity of the Notes takes place as a result of any of the Default Events described on the printed Notes.

 

  

 

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.

 

19


LOGO

 

 

 

Renegotiation:

   None.

 

Early Redemption Offer:

  

The Issuer may, at its exclusive option and at any time from thirty days after the Issue Date, make an offer for early redemption of the entirety of the Notes (a partial redemption offer not being permitted), addressed to all holders of the Notes, without distinction, and they shall all have equal conditions to accept the offer for early redemption of the notes they hold (‘Early Redemption Offer’), and all the stages of this Early Redemption Offer process shall take place outside the ambit of B3.

Early redemption shall require payment of the Nominal Unit Value, plus the remuneration, calculated pro rata temporis from the Issue Date up to the actual date of the redemption.

The other terms and conditions of the Early Redemption Offer shall be detailed on the printed Notes.

The B3 must be informed of the effective redemption date at least three business days in advance;

 

Optional early redemption:

   The Issuer may, in the terms of Paragraphs 2, 3 and 4 of Article 5 of CVM Instruction 566, at its exclusive option, make early redemption of the totality of the Notes (a partial redemption offer not being permitted), at any time starting from the seventh month from the Issue Date, upon payment of the Nominal Unit Value plus the Remuneration, calculated pro rata temporis from the Issue Date up to the date of actual redemption, in accordance with the applicable legislation, plus payment of a redemption premium equivalent to 1.5% per year, proportional to the period remaining before the Maturity Date, calculated according to a formula to be described on the printed Notes. The other terms and conditions of the Optional Early Redemption shall be detailed on the printed Notes. All Notes redeemed by the Issuer will be canceled; they may not be held in Treasury.
  

Early maturity:

   The holders of the Notes may declare early maturity of all the obligations arising from the notes they hold and demand immediate payment by the Issuer and/or by the Guarantor of the Nominal Unit Value of the Notes plus the remuneration, calculated pro rata temporis, from the Issue Date up to the date of actual payment, and due charges, as applicable, by letter requiring identified proof of delivery or with advice of receipt addressed to the head office of the Issuer and/or of the Guarantor, in any of the early maturity events that are usual in this type of transaction, applicable both to the Issuer and to the Guarantor, agreed jointly between the Issuer and the Managers and stated on the printed Notes, being based on the conditions stated in the Issuer’s previous issues.

 

  

 

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.

 

20


LOGO

 

 

 

Arrears charges:

  

(a)   Arrears interest calculated pro rata temporis, from the date of default until the date of actual payment, of 1% per month; and

(b)   a contractual penalty payment, irreducible and of a non-compensatory nature, of 2% on the amount due and unpaid, without prejudice to the Remuneration.

  

Form and proof of ownership:

   The Notes will be issued in printed form and will be held in custody by the institution contracted to provide physical custody services of the Notes (‘Custodian’). Transfer of ownership shall be by nominal endorsement, without guarantee, stating merely transfer of ownership. For all purposes of law, ownership of the Notes shall be proven by possession of the related physical Note. Additionally, if the Notes are deposited electronically on the B3, their ownership shall be proven by the statement issued by the B3 in the name of the Note holder.
  

Subscription price:

   The Notes shall be subscribed on the Issue Date, at their Nominal Unit Value, and paid in full at sight in the act of subscription in Brazilian currency, exclusively through the Assets Distribution Module (‘MDA’), in accordance with the settlement rules of the B3.

 

Distribution, trading and electronic custody:

   In the primary market the Notes will be deposited for distribution exclusively through the MDA; and for trading in the secondary market through the ‘Cetip21’ (the ‘Cetip-securities’ Module); both are administered and operated by the B3. Financial settlement of both distribution and trading will be in accordance with the procedures of the B3, and the Notes will be held in custody electronically in the B3. The Notes may be traded in regulated securities markets only after 90 days from the date of each subscription or acquisition by Professional Investors, in accordance with Articles 13 and 15 of CVM Instruction 476, and subject to compliance by the Issuer with the obligations stated in Article 17 of that Instruction.
  

Place of payment:

  

(a) For Notes deposited electronically in the B3, payments shall be made in accordance with the procedures of the B3; or

(b) for holders of the Notes that are not deposited electronically with the B3, in accordance the procedures adopted by the Mandated Bank.

  

Extension of periods:

   Any payment date of an obligation that is specified in the printed Notes shall be considered automatically extended until the following business day, without any addition to the amounts to be paid, if that due date falls on a Saturday, Sunday, or declared national holiday.

 

 

  

 

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.

 

21


LOGO

 

 

 

  2) Fiduciary assignment of shares in Gasmig owned by the Company, with value that shall correspond to the total amount of the Issue, in the terms of Article 40 of Law 6404/1976, on the following principal conditions, as well as others to be established in a specific instrument for that purpose:

 

  a) Cemig will place a fiduciary charge on preferred shares in Gasmig in the amount of the issue, and also on any preferred shares arising from a capital increase, or stock splits or bonuses, and also securities and other rights relating to this type of share that are issued as from the date of signature of said charge.

 

  b) Cemig and the Issuer will strengthen or replace this collateral in certain events which shall include but not be limited to the event that it becomes the object of lien, sequester, arrest or any other judicial or arbitration measure or administrative measure with similar effect or is canceled, invalidated or contested, by granting a fiduciary charge on additional PN shares in Gasmig that it owns, subject to the limits of guarantee granted by Cemig to other creditors, in other debt instruments.

 

  c) Cemig shall cause Gasmig to make official filing of the fiduciary charge, constituted as per the terms of the Contract, in the nominal Share Registry Book of Gasmig, in accordance with Article 40 of the Corporate Law. The fiduciary charge will be made by signature of the Contract for Fiduciary assignment of shares in Gasmig between the Issuer, Cemig and the Fiduciary Agent.

 

  (3) Execution of all and any acts necessary to put into effect the decisions approved above.

Comment: The Board member Aloísio Macário Ferreira de Souza expressed his discomfort with the period made available for analysis of the subject and made comments on the cost of this transaction, considering it high, even in the context of the present indebtedness of Cemig D.

 

IV Abstention: The Board members

 

 

Carlos Eduardo Lessa Brandão,                     Marcelo Gasparino da Silva

and     Patrícia Gracindo Marques de Assis Bentes

 

abstained from voting on the matter referred to in Item III above.

 

V Comments: The following spoke on the matter on the agenda:

 

The Chair;          
Board members:    Patrícia Gracindo Marques de Assis Bentes,    Aloísio Macário Ferreira de Souza;

The following were present:

 

Board members:   

José Afonso Bicalho Beltrão da Silva,

Marco Antônio de Rezende Teixeira,

Bernardo Afonso Salomão de Alvarenga,

Antônio Dirceu Araújo Xavier,

Arcângelo Eustáquio Torres Queiroz,

Arlindo Magno de Oliveira,

Carlos Eduardo Lessa Brandão,

Helvécio Miranda Magalhães Junior,

Marcelo Gasparino da Silva,

Marco Antônio Soares da Cunha Castello Branco,

Patrícia Gracindo Marques de Assis Bentes,

Aloísio Macário Ferreira de Souza,

  

José Pais Rangel,

Hermes Jorge Chipp,

Nelson José Hubner Moreira,

Agostinho Faria Cardoso,

Alexandre Silva Macedo,

Antônio Carlos de Andrada Tovar,

Geber Soares de Oliveira,

Luiz Guilherme Piva,

Otávio Silva Camargo,

Paulo Sérgio Machado Ribeiro,

Ricardo Wagner Righi de Toledo,

Wieland Silberschneider;

Chief Officer:    Maurício Fernandes Leonardo Júnior;     
Secretary:    Anamaria Pugedo Frade Barros.   

( Signed by: )     Anamaria Pugedo Frade Barros.

 

  

 

Av. Barbacena 1200

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

 

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

 

22


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 727TH MEETING OF THE BOARD OF DIRECTORS HELD ON MARCH 22, 2018

 

 

23


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

2nd Meeting of March 22, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 727h meeting, held on March 22, 2018, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Contracting of legal action guarantee insurance.

 

  2. Infrastructure macroprojects investment program for the 2018-2022 cycle.

 

  3. Nominations of managers, and the related orientations of vote, in meetings of companies of the “Cemig Group”.

 

  4. Orientation of vote in meetings of Light.

 

  5. Increase in the share capital, and alteration of the by-laws.

 

  6. Convocation of an Extraordinary General Meeting of Stockholders on the capital increase and change in the by-laws.

 

  7. Presentation of a proposal.

 

 

  

 

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.

 

24


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 729TH MEETING OF THE BOARD OF DIRECTORS HELD ON APRIL 9, 2018

 

 

25


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

SUMMARY OF MINUTES

OF THE

729TH MEETING

 

Date, time and place:   April 9, 2018, at 10.45 a.m., at the Company’s head office,
  with participation also by telephone conference call.

 

Meeting Committee:   Chair:   José Afonso Bicalho Beltrão da Silva;
  Secretary:   Anamaria Pugedo Frade Barros.

Summary of proceedings:

 

I Conflict of interest: The Board Members listed below stated that they had no conflict of interest with the matters on the agenda of the meeting.

 

II The Board approved:

 

  a) Alteration of the placement procedure and regime of the Ninth Issue of promissory Notes by Cemig D, the drafting to read as follows:

 

  Public distribution, with restricted efforts, in accordance with CVM Instruction 476/2009, under the regime of firm guarantee of subscription, individually and not jointly, by the Lead Manager and the other Managers, for a volume of two hundred and eighty million Reais, to be exercised in accordance with terms and conditions to be specified in the related distribution contract for the Notes;

and best placement efforts for the volume of up to one hundred and twenty million Reais, the other terms of PD–072/2018 remaining unchanged.

 

  b) The minutes of this meeting.

 

III Vote and abstention: The matter referred to in subclause ‘a’ of item II above was approved, with the abstention of the Board members:

Carlos Eduardo Lessa Brandão    and    Patrícia Gracindo Marques de Assis Bentes.

 

 

  

 

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.

 

26


LOGO

 

 

 

IV Comments: The following made comments on the subject of the agenda:

 

  The Chair;          
  Board Members:   

Bernardo Afonso Salomão de Alvarenga,

Patrícia Gracindo Marques de Assis Bentes,

  

Alexandre Silva Macedo,

Aloísio Macário Ferreira de Souza;

  Chief Officer:    Maurício Fernandes Leonardo Júnior.     
 

 

The following were present:

 

  Board members:   

Marco Antônio Soares da Cunha Castello Branco,

Bernardo Afonso Salomão de Alvarenga,

Antônio Dirceu Araújo Xavier,

Arcângelo Eustáquio Torres Queiroz,

Carlos Eduardo Lessa Brandão,

Daniel Alves Ferreira,

Helvécio Miranda Magalhães Junior,

Hermes Jorge Chipp,

Antônio Carlos de Andrada Tovar,

Patrícia Gracindo Marques de Assis Bentes,

Aloísio Macário Ferreira de Souza,

  

José Afonso Bicalho Beltrão da Silva,

José Pais Rangel,

Marcelo Gasparino da Silva,

Otávio Silva Camargo,

Paulo Sérgio Machado Ribeiro,

Alexandre Silva Macedo,

Geber Soares de Oliveira,

Luiz Guilherme Piva,

Manoel Eduardo Lima Lopes,

Ricardo Wagner Righi de Toledo,

Wieland Silberschneider;

  Chief officers:   

Daniel Faria Costa,

Dimas Costa,

  

Luciano de Araújo Ferraz,

Maurício Fernandes Leonardo Júnior;

  Secretary:    Anamaria Pugedo Frade Barros.     

Signed by: ) Anamaria Pugedo Frade Barros.

 

 

  

 

Av. Barbacena 1200

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

 

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

 

27


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 731TH MEETING OF THE BOARD OF DIRECTORS HELD ON APRIL 25, 2018

 

 

28


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE

BOARD OF DIRECTORS

Meeting of April 25, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 731st meeting, held on April 25, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

    Orientation of vote in meetings of Light.

 

 

  

 

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.

 

29


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 732TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 2, 2018

 

30


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of May 2, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 732nd meeting, held on May 2, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Election of: Mr. Adézio de Almeida Lima as Chair of this Board of Directors, and of: Mr. Marco Antônio Soares da Cunha Castello Branco as Deputy Chair, to serve for the period of office 2018–2020.

 

  2. Reappointment of the incumbent Chief Officers, for a period of office of 3 years, that is to say until the first meeting of the Board of Directors held after the Annual General Meeting of Stockholders of 2021, as follows:

 

Chief Executive Officer:    Bernardo Afonso Salomão de Alvarenga

Deputy CEO (interim):

   Bernardo Afonso Salomão de Alvarenga
Chief Trading Officer:    Dimas Costa
Chief Business Development Officer:    Daniel Faria Costa

Chief Distribution and Sales Officer (interim):

   Ronaldo Gomes de Abreu
Chief Finance and Investor Relations Officer:    Maurício Fernandes Leonardo Júnior
Chief Generation and Transmission Officer:    Franklin Moreira Gonçalves
Chief Corporate Management Officer:    José de Araújo Lins Neto
Chief Officer for Human Relations and Resources:    Maura Galuppo Botelho Martins
Chief Institutional Relations and Communication Officer:    Thiago de Azevedo Camargo
Chief Counsel:    Luciano de Araújo Ferraz

 

  

 

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.

 

31


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 733TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 8, 2018

 

32


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of May 8, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 733rd meeting, held on May 8, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Submission to an Extraordinary General Meeting of Stockholders of a proposal for change in the by-laws.

 

  2. Orientation of vote at Extraordinary General Meetings of Stockholders of Cemig D and Cemig GT on change in the by-laws.

 

  3. Calling of an Extraordinary General Meeting of Stockholders to be held on June 11, 2018 at 11 a.m. for change in the by-laws, and other decisions arising from that change.

 

 

  

 

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.

 

33


 

SUMMARY OF MINUTES OF THE 734TH MEETING OF THE BOARD OF DIRECTORS HELD ON MAY 24, 2018

 

 

34


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

BOARD OF DIRECTORS

Meeting of May 24, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 734th meeting, held on May 24, 2018, the Board of Directors of Companhia Energética de Minas Gerais decided the following:

 

  1. Grant of annual paid leave to the Chief Executive Officer, in accordance with the by-laws.

 

  2. Signature of the Distribution Concession Contract between Cemig D and Aneel, with Cemig as consenting party.

 

  3. Nomination of managers and orientation of vote in a company of the Cemig Group.

 

  4. Increase in the share capital of Light Soluções and consequent orientation of vote in meetings of Light S.A.

 

  5. Changes in composition of the Executive Board:

 

  a) Mr. Bernardo Afonso Salomão de Alvarenga no longer to be Deputy CEO.

 

  b) Election of Mr. Luiz Humberto Fernandes as Deputy CEO, to serve the rest of the current period of office.

The members of the Executive Board are now as follows:

 

Chief Executive Officer:    Bernardo Afonso Salomão de Alvarenga
Deputy CEO:    Luiz Humberto Fernandes
Chief Trading Officer:    Dimas Costa
Chief Business Development Officer:    Daniel Faria Costa
Chief Distribution and Sales Officer:    Ronaldo Gomes de Abreu (interim)
Chief Finance and Investor Relations Officer:    Maurício Fernandes Leonardo Júnior
Chief Generation and Transmission Officer:    Franklin Moreira Gonçalves
Chief Corporate Management Officer:    José de Araújo Lins Neto
Chief Counsel:    Luciano de Araújo Ferraz
Chief Officer for Human Relations and Resources:    Maura Galuppo Botelho Martins
Chief Institutional Relations and Communication Officer:    Thiago de Azevedo Camargo

 

  

 

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.

 

35


 

MARKET ANNOUNCEMENT DATED MAY 30, 2018: ACQUISITION OF STOCKHOLDING

 

 

36


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET ANNOUNCEMENT

Acquisition of stockholding

Cemig (Companhia Energética de Minas Gerais), a listed company with securities traded on the stock exchanges of São Paulo, New York and Madrid, in compliance with Item 12 of CVM Instruction 358 of January 3, 2002 as amended, hereby reports to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3 S.A.—Brasil, Bolsa, Balcão) and the market as follows:

Cemig has received correspondence from Itaú Unibanco S.A. with the following content:

 

  Itaú Unibanco S.A., CNPJ 60.701.190/0001-04 (‘Itaú Unibanco’) hereby advises your Company (‘Cemig’) that on May 28, 2018 the aggregate of shares and other securities and derivative financial instruments related to such shares, as applicable, held by the aggregate of investment funds managed by Itaú Unibanco comprised:

                                           5.009% of the common shares of Cemig (CMIG3),

being a total of                 24,425,575 shares.

Itaú Unibanco further states that this stockholding does not have the objective of changing the composition of Cemig’s stockholding control or management structure.

For clarity, we re-emphasize that this notice refers to positions held by investment funds managed by ltaú Unibanco, in the context of its activity of management of funds for third parties (asset management).    

Belo Horizonte, May 30, 2018

Maurício Fernandes Leonardo Júnior

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.

 

37


 

SUMMARY OF PRINCIPAL DISCUSSIONS OF THE 735TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 5, 2018

 

 

38


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE

BOARD OF DIRECTORS

Meeting of June 5, 2018

SUMMARY OF PRINCIPAL DECISIONS

At its 735th meeting, held on June 5, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Orientation of vote in meeting of Light.

 

 

 

  

 

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.

 

39


 

MARKET ANNOUNCEMENT DATED JUNE 6, 2018: CEMIG GT: PURCHASE AUCTION – INCENTIVE-BEARING SOLAR AND WIND SUPPLY

 

40


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET ANNOUNCEMENT

Cemig GT: purchase auction –

incentive-bearing solar and wind supply

In accordance with CVM Instruction 358 of January 3, 2002, as amended, Cemig (Companhia Energética de Minas Gerais), listed and traded on the stock exchanges of São Paulo, New York and Madrid, and its wholly-owned subsidiary Cemig Geração e Transmissão S.A. (‘Cemig GT’), hereby inform the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3) and the market in general, as follows:

Today Cemig GT held its Purchase Auction LP 03/2018 for Purchase of Incentive-bearing Solar and Wind Power Supply.

Contracts totaling 431.49 MW average were awarded for supply starting January 2022, with 20-year duration.

The projects that were awarded the contracts have total installed capacity of 1,240 MW.

With this contracting, Cemig has improved the terms for renewal of contracts with its clients, and is in a position to expand its market share.

Belo Horizonte, June 6, 2018.

Daniel Faria Costa

Acting 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.

 

41


 

MARKET NOTICE DATED JUNE 11, 2018: ALTERATION TO CORPORATE EVENTS CALENDAR

 

 

42


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET NOTICE

Alteration to Corporate Events Calendar

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 Item 5.5.1 of the Level 1 Corporate Governance Listing Regulations of the São Paulo Stock Exchange (B3) – hereby informs the public as follows:

Cemig has re-presented its Corporate Events Calendar for the following events:

 

    Submission of the Principal Decisions of the Extraordinary General Meeting of Stockholders to the São Paulo Stock Exchange:

 

  From: June 11, 2018
  To: June 12, 2018

 

    Submission of the Minutes of the Extraordinary General Meeting of Stockholders to the São Paulo Stock Exchange:

 

  From: June 11, 2018
  To: June 12, 2018

Belo Horizonte, June 11, 2018.

Maurício Fernandes Leonardo Júnior

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.

 

43


 

MINUTES OF THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS HELD ON JUNE 11, 2018

 

 

44


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 — NIRE 31300040127

MINUTES

OF THE

EXTRAORDINARY

GENERAL MEETING OF STOCKHOLDERS

HELD ON

JUNE 11, 2018

On the eleventh day of June of the year two thousand and eighteen at 11 a.m., at Avenida Barbacena 1,219, 23rd Floor, B Wing, Santo Agostinho, Belo Horizonte, Minas Gerais, Brazil, 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, 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 State Procurator Ms. Ana Paula Muggler Rodarte, for the Office of the General Attorney of the State of Minas Gerais, in accordance with the current legislation.

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

Asking for the floor, the representative of the Stockholder The State of Minas Gerais put forward the name of the representative of the stockholder Carlos Henrique Cordeiro Finholdt, Luciano de Araújo Ferraz, to chair the meeting.

The proposal of the representative of the stockholder The State of Minas Gerais was put to debate, and subsequently to the vote, and approved unanimously, that is to say by 387,300,267 votes.

 

 

  

 

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.

 

45


LOGO

 

 

 

The Chair then declared the Meeting open and invited me, Anamaria Pugedo Frade Barros, to be Secretary of the meeting, asking me to read the convocation notice, published on May 10, 11 and 12 of this year, in the newspapers Minas Gerais, official publication of the Powers of the State, on pages 36, 40 and 54, respectively, and O Tempo, on pages 27, 29 and 24, respectively, the content of which is as follows:

“    COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

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 11, 2018 at 11 a.m., at the Company’s head office, Av. Barbacena 1219, 23rd floor, Belo Horizonte, Minas Gerais, Brazil, to decide on the following matters:

 

  1) Changes to the by-laws, in accordance with Law 13303/2016 and Minas Gerais State Decree 47154/2017, with improvement of the provisions of the by-laws.

 

  2) Election of the Board of Directors, for a new period of office, if the change to the by-laws is approved.

 

  3) Election of the Audit Board, for a new period of office, if the change to the by-laws is approved.

 

  4) Adjustment to the Annual Global Allocation for remuneration of the Managers, members of the Audit Board and of the Audit Committee, if the change to the by-laws is approved.

 

  5) Setting of the compensation of the representatives of the Audit Committee, if the change to the by-laws is approved.

 

  6) Orientation of representatives of Cemig, at the Extraordinary General Meeting of Cemig Distribuição S.A., to vote in favor of the changes to the by-laws and the resulting recomposition of the Board of Directors and of the Audit Board, if changes are made to the by-laws and to the composition of the Board of Directors and the Audit Board of the sole stockholder, Cemig.

 

  7) Orientation of representatives of Cemig, at the Extraordinary General Meeting of Cemig Geração e Transmissão S.A., to vote in favor of the changes to the by-laws and the resulting recomposition of the Board of Directors and of the Audit Board, if changes are made to the by-laws and to the composition of the Board of Directors and the Audit Board of the sole stockholder, Cemig.

Under Article 3 of CVM Instruction 165/1991, as amended by CVM Instruction 282/1998 and subsequent amendments, adoption of the multiple voting system for election of members of the Company’s Board of Directors requires the vote of stockholders representing a minimum of 5% (five per cent) of the voting stock.

Any stockholder who wishes to do so may exercise the right to vote using the remote voting system, under CVM Instruction 481/09, by sending the corresponding Remote Voting Statement (Boletim de Voto à Distância – BVD), through the stockholder’s custodian institution or mandated bank, or directly to the Company.

Any stockholder wishing to be represented by proxy at the said General Meeting of Stockholders should obey the precepts of Article 126 of Law 6406 of 1976, and of §1 of Clause 9 of the Company’s by-laws, by exhibiting at the time, or depositing, preferably by June 7, 2018, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Office (Superintendência da Secretaria Geral), Av. Barbacena, 1219, 23rd Floor, Belo Horizonte, Minas Gerais, Brazil.

Belo Horizonte, May 8, 2018

Adézio de Almeida Lima

Chair of the Board of Directors

 

  

 

Av. Barbacena 1200

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

 

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

 

46


LOGO

 

 

 

The representative of the stockholder The State of Minas Gerais stated that the Office of the General Attorney of the State, as formal representative of the controlling stockholder, would make a statement of position to this Meeting in the terms of Official Letter OF.SEF.GAB.SEC nº 433/2018, and without technical assessment immediately make a copy of this document available.

He also referred to the issuance of Opinion CJ/AGE 15977/2018, on the subject of changes in by-laws.

In accordance with CVM Instruction 481/2009, the Chair then asked the Secretary to read the spreadsheet of summary consolidated voting, recording the votes given by Remote Voting Forms, published to the Market on June 7 of this year, which will be at the disposal of stockholders for any consultation.

The Chair then stated that, under Federal Law 13303 of June 30, 2016 and Minas Gerais State Decree 47154 of February 20, 2017, Cemig is required to adapt its by-laws to the provisions of that legislation, and it is thus appropriate to improve the provisions of the by-laws.

For this purpose he requested me, Secretary, to read the Proposal by the Board of Directors which deals with items 1, 6 and 7 of the agenda, the content of which is as follows:

“ PROPOSAL

BY THE BOARD OF DIRECTORS

TO THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 11, 2018 AT 11 A.M.

Dear Stockholders:

The Board of Directors of Companhia Energética de Minas Gerais – Cemig:

– whereas:

 

  a) Federal Law 13303, in effect from June 30, 2016, makes provisions on the legal form of by-laws of a publicly-owned company, a mixed-economy company and their subsidiaries, whether public ownership is at Federal, State, Federal District, or Municipal level. The State Companies Law, as it is known, regulated Article 173 §1 of the Constitution of 1988, covering subjects such as governance, corporate organization, control, bids/tenders, and contracts, applicable to state-controlled companies;

 

  b) the State Companies Law establishes a series of corporate governance and transparency mechanisms to be obeyed by the state-controlled companies, with the rules for publication of information, risk management practices, codes of conduct, forms of oversight by the State and by society, constitution and functioning of Boards, and minimum requirements for appointment of managers;

 

  c) the State Companies Law orders adaptation of the by-laws of the companies to which it applies, to follow good corporate governance practices, which range from criteria for financial performance to social and environmental responsibility.

 

  d) the strong point of the State Companies Law has been to give detailed rules on oversight and control with a view to greater transparency in corporate governance, to avoid conflicts of interests and to allow timely control by the State company of strategic decisions;

 

  e) Minas Gerais State Decree 47154 came into force on February 20, 2017, governing the legal structure of by-laws of a public company, a mixed-economy company and subsidiaries, at the level of Minas Gerais State, in the terms of Federal Law 13303/2016;

 

  f) the State Decree regulated the State Companies Law, dealing with its provisions to adapt to the context of the Minas Gerais state companies, and for this reason Cemig is required to obey its provisions;

 

 

  

 

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.

 

47


LOGO

 

 

 

  g) the new rules are to be applied after the revision of the by-laws, to take place within 24 (twenty four) months, and this period closes on June 30, 2018 – the transition period was granted to enable the state companies to review their internal rules and corporate management procedures;

 

  h) due to Law 13303/2016 and State Decree 47154/2017, Cemig has to make the necessary adaptation to the by-laws to comply with the said legislation;

 

  i) the proposed drafting not only makes the by-laws compliant with the legislation, but also enhances the provisions therein;

 

  j) under Clause 21, §4, Sub-clause ‘g’ of the by-laws of Cemig, orientation of vote in General Meetings of Stockholders of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. is made by Extraordinary General Meeting of Stockholders of Cemig – the sub-clause states:

 

  §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;” – ; and

 

  k) Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. are wholly-owned subsidiaries of Cemig and will hold Extraordinary Annual General Meetings of Stockholders to change the by-laws.

– do now propose to you:

 

I Approval of change in the Company’s by-laws in their entirety, adapting them to the requirements of Federal Law 13303/2016 and State Decree 47154/2017, providing for best corporate governance practices, and improvement of the drafting, as follows:

CHAPTER I

Name, constitution, objects, head office and duration

 

Clause 1 Companhia Energética de Minas Gerais – Cemig, constituted on May 22, 1952 as a corporation with mixed private and public sector stockholdings, is governed by these Bylaws and by the applicable legislation, and its objects are:

 

  to build, operate and make commercial use of systems for generation, transmission, distribution and sale of electricity, and related services;

 

  to operate in the various fields of energy, from whatever source, with a view to economic and commercial operation;

 

  to provide consultancy services within its field of operation to companies in and outside Brazil; and

 

  to carry out activities directly or indirectly related to its objects, including development and commercial operation of telecommunication and information systems, technological research and development, and innovation.

 

  §1 The activities specified in this Clause may be exercised directly by Cemig or, as intermediary, by companies constituted by it or in which it may hold a majority or minority stockholding interest, upon decision by the Board of Directors, under State Laws 828 of December 14, 1951, 8655 of September 18, 1984, 15290 of August 4, 2004 and 18695 of January 5, 2010.

 

  §2 No subsidiary of Cemig, wholly-owned or otherwise, may take any action or make any decision which might affect the condition of the State of Minas Gerais as controlling stockholder of the Company, in the terms of the Constitution of the State of Minas Gerais and the legislation from time to time in force.

 

 

  

 

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.

 

48


LOGO

 

 

 

  §3 Since the Company’s securities are traded on the special listing section known as Corporate Governance Level 1 on the Sao Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão), the Company, its stockholders, managers and members of the Audit Board are subject to the provisions of the Level 1 Corporate Governance Regulations of the B3 (under this or any name attributed to it in future).

 

Clause 2 The Company shall have its head office and management at Av. Barbacena 1219, Santo Agostinho, 30190-131 Belo Horizonte, Minas Gerais, and may open offices, representations or any other establishment in or outside Brazil upon authorization by the Executive Board.

 

Clause 3 The Company shall have indeterminate duration.

CHAPTER II

Share Capital

 

Clause 4 The share capital of the Company is

 

  R$ 7,293,763,005.00    (seven billion two hundred ninety three million seven hundred sixty three thousand and five Reais),

represented by:

 

 

a)  487,614,213

   (four hundred eighty seven million six hundred fourteen thousand two hundred thirteen)

nominal common shares each with nominal value of R$ 5.00 (five Reais); and

 

 

b)  971,138,388

   (nine hundred seventy one million one hundred thirty eight thousand three hundred eighty eight)

nominal preferred shares each with nominal value of R$ 5.00 (five Reais).

 

  §1 The right to vote is reserved exclusively for the common shares; each common share has the right to one vote in decisions of the General Meeting of Stockholders.

 

Clause 5 The preferred shares have right of preference in the event of reimbursement of shares and shall have the right to a minimum annual dividend of the greater of the following amounts:

 

  a) 10% (ten percent) of their nominal value;

 

  b) 3% (three percent) of the value of the stockholders’ equity corresponding to the shares.

 

Clause 6 The common shares and the preferred shares have equal rights to distribution of bonuses and stock dividends.

 

Clause 7 In business years in which the Company does not make enough profit to pay dividends to its stockholders, the State of Minas Gerais guarantees to the shares issued by the Company up to August 5, 2004 and held by individual persons a minimum dividend of 6% (six percent) per year, under Clause 4 of State Law 15290/2004.

 

Clause 8 The shares subscribed by the State of Minas Gerais shall at all times, obligatorily, be the majority of the shares carrying the right to vote, and shall be subscribed in accordance with the applicable legislation. Payment for subscription of shares by other parties, whether individuals or legal entities, shall be made as specified by the General Meeting of Stockholders which decides on the subject.

 

  §1 The Executive Board may, in order to obey a decision by a General Meeting of Stockholders, suspend the services of transfer and registry of shares, subject to the applicable legislation.

 

  §2 The stockholders shall have the right of preference in subscription of increases of capital and in the issue of the Company’s securities, in accordance with the applicable legislation. There shall, however, be no right of preference when the increase in the registered capital is paid with resources arising from tax incentive systems, subject to the terms of §1 of Article 172 of Law 6404 of December 15, 1976, as amended.

 

  

 

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.

 

49


LOGO

 

 

 

 

Clause 9 The Company’s authorized share capital may be increased by up to 10% (ten per cent) of the Company’s share capital, without the need for any change in the by-laws, upon decision by the Board of Directors, after prior consultation of the Audit Board.

 

  §1 As well as the other conditions relating to the issuance of new shares, the competency to determine the number of shares to be issued, the issue price, and the period and conditions of paying for their subscription shall be held by the of the Board of Directors.

CHAPTER III

The General Meeting of Stockholders

 

Clause 10 The General Meeting of Stockholders shall be held, ordinarily, within the first 4 (four) months of the year, for the purposes specified by the applicable legislation, and extraordinarily whenever necessary, and shall be called with minimum advance notice of 15 (fifteen) days. The relevant provisions of law shall be obeyed in its convocation, opening and decisions.

 

  §1 In the event that a provision of law or regulations alters this minimum period for convocation, it shall prevail.

 

  §2 Stockholders may be represented in General Meetings of Stockholders in the manner specified in Article 126 of Law 6404, as amended, by showing at the time of the meeting, or by previously depositing at the Company’s head office, proof of ownership of the shares, issued by the depositary financial institution, accompanied by the proxy’s identity document and a power of attorney with specific powers.

 

Clause 11 Ordinary or extraordinary General Meetings of Stockholders shall be chaired by a stockholder elected by the Meeting from among those present, who shall choose one or more secretaries.

CHAPTER IV

Management

 

Clause 12 The Company shall be managed by the Board of Directors and the Executive Board.

 

  §1 The structure and composition of the Board of Directors and the Executive Board of the Company shall be identical in the wholly-owned subsidiaries Cemig Distribuição S.A and Cemig Geração e Transmissão S.A., with occasional exceptions if approved by the Board of Directors.

 

  §2 Where filling of appointments to positions on the Board of Directors and/or Executive Board of the Company’s subsidiary or affiliated companies is the competency of the Company, it shall do so in accordance with criteria and a policy of eligibility and assessment approved by the Board of Directors.

 

  §3 Where filling of positions on the support committees to the Boards of Directors of the subsidiaries and affiliated companies is the competency of the Company, it shall do so in accordance with specific regulations, to be approved by the Boards of Directors of the respective subsidiaries or affiliated companies.

 

  §4 In the management of the Company, and of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., and of the other subsidiaries or affiliates, and of the consortia in which any of them have direct or indirect holdings, the Board of Directors and the Executive Board shall obey the provisions of the Company’s Long-term Strategic Plan.

 

  §5 The Long-term Strategy shall contain (i) fundamentals grounds, targets, goals and results to be pursued and achieved in the long term by the Company, and (ii) the Company’s dividend policy; and shall comply with the commitments and prior requirements in §7 of Clause 12 of these by-laws.

 

  §6 The Company’s Multi-year Business Plan shall reflect the assumptions and premises of the Long-term Strategy, and shall contain the targets for 5 (five) years, including the Annual Budget.

 

 

  

 

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.

 

50


LOGO

 

 

 

  §7 The Long-term Strategy, the Multi-year Business Plan and the Annual Budget shall be reviewed annually by the Executive Board and submitted, at the latest, to the last ordinary meeting of the Board of Directors of the prior year, for decision, and the Company must disclose its conclusions, in accordance with the applicable law, subject to secrecy for strategic information whose disclosure might be prejudicial to the Company’s interests.

 

  §8 The Executive Board shall obey and comply with targets and limits established by the Board of Directors, especially in relation to indebtedness, liquidity, rates of return, investment and regulatory compliance.

 

  §9 In companies in which the Company has an interest, whether controlling or otherwise, practices of governance and control must be adopted that are in proportion to the importance, materiality and the risks of the business.

 

  §10 The Long-term Strategy, the Multi-year Business Plan and the Annual Budget shall be reflected in all plans, projections, activities, strategies, investments and expenses of the Company and its wholly-owned or other subsidiaries, affiliated companies or consortia in which it directly or indirectly holds an interest.

 

  §11 The global or individual amount of the compensation of the Board of Directors, the Executive Board and the Audit Committee shall be set by the General Meeting of Stockholders, in accordance with the applicable legislation. Payment of any type of percentage or other participation in the profits of the Company to any member of the Audit Board or the Board of Directors is forbidden, with the exception of the Board member representing the employees.

 

  §12 For the purpose of improving the Company, every year the managers and the members of the committee shall undergo individual and collective performance evaluation, with the following minimal requirements:

 

  a) description of acts of management practiced, as to lawfulness and efficacy of administrative action;

 

  b) contribution to the profit for the period; and

 

  c) pursuit and achievement of the objectives established in the Multi-year Business Plan and compliance with the Long-term Strategy.

 

  §13 The managers of the company may not be sworn in unless they have agreed to and signed the applicable legal and regulatory terms and documents. In all practice of their responsibilities they shall obey the requirements, prohibitions and obligations specified in the applicable legislation and regulations.

Section I

The Board of Directors

 

Clause 13 The Board of Directors of the Company comprises 9 (nine) sitting members and the same number of substitute members. One shall be the Chair, and another shall be the Vice-Chair.

 

  §1 The substitute members shall substitute the respective members of the Board if the latter are absent or impeded from exercising their functions and, in the event of a vacancy, shall do so until the related replacement.

 

  §2 The members of the Board of Directors shall be elected for concurrent periods of office of 2 (two) years, and may be dismissed at any time, by the General Meeting of Stockholders. Re-election for a maximum of 3 (three) consecutive periods of office is permitted, subject to the requirements and prohibitions established in the applicable legislation and regulations.

 

  §3 The composition of the Board of Directors must obey the following rules:

 

  a) The minority holders of common shares, and the holders of preferred shares, have the right to elect, in separate votes, one member each, in accordance with the applicable legislation.

 

  b) At least 25% (twenty five per cent) of the members must be independent; and at least one, in the event that the minority stockholders decide to exercise the option of multiple vote, in the terms of Article 141 of Law 6404/1976.

 

  

 

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.

 

51


LOGO

 

 

 

 

  c) The employees have the right to elect one member, subject to the provisions of Federal Law 12353 of December 28, 2010, as applicable.

 

  d) In any event, the majority of the members shall be elected by the controlling stockholder of the Company.

 

  §4 For election and for holding of office, the member of the Board of Directors representing the employees is subject to all the criteria, requirements, impediments and prohibitions specified in Law 6404/1976, Law 13303 of June 30, 2016, and regulations made under those laws.

 

  §5 Without prejudice to the impediments and prohibitions specified in these by-laws, the member of the Board of Directors representing the employees shall not take part in debate and decisions on subjects that involve union relationships, remuneration, and/or benefits, including matters relating to private pension plans and/or other assistance plans, and/or in any other situation in which a conflict of interest is characterized.

 

  §6 The Boards of Directors of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. shall, be made up of the same members and substitute members elected to the Board of Directors of the Company, for periods running concurrently from start to termination, being remunerated for only one of these positions.

 

  §7 The posts of Chairman of the Board of Directors and Chief Executive Officer of the Company may not be held by the same person.

 

  §8 The members of the Board of Directors shall be allowed to exercise other remunerated activity, as long as there is no incompatibility of time and/or conflict of interests.

 

  §9 Subject to the provisions of these by-laws, the Board of Directors may delegate powers to the Executive Board for approval and signature of legal transactions related to the ordinary acts of management, including sale of electricity.

 

Clause 14 In the event of a vacancy on the Board of Directors, the first subsequent General Meeting of Stockholders shall elect a new member, for the period of office that remained to the previous member.

 

  §1 In this event, if the previous Board member was elected by a minority, the new member shall be elected by the same minority; the same rule shall be obeyed for the member representing the employees.

 

Clause 15 The Board of Directors shall meet, ordinarily, in accordance with its Regulations, at least once a month, to analyze the results of the Company and its subsidiaries and affiliated companies, and to decide on other matters included on the agenda; and shall meet in extraordinary meeting, if called by its Chair or its Vice-Chair, or by one third of its members, or when requested by the Executive Board.

 

  §1 Meetings of the Board of Directors shall be called by its Chair or Vice-Chair, with at least 10 (ten) days’ prior notice in writing or by email, containing the agenda. Convocation is not necessary when all the members of the Board of Directors, or their substitute members, are present. The Chair may call meetings of the Board of Directors on the basis of urgency without their being subject to this period of notice, provided that the other members of the Board are advised of the convocation.

 

  §2 Decisions of the Board of Directors shall be taken by the majority of the votes of the Board Members present, and in the event of a tie the Chair shall have the casting vote.

 

Clause 16 The Chair of the Board of Directors has the competency to grant leave to the Board’s members, and the other members of the Board have the competency to grant leave to the Chair.

 

Clause 17 The Chair and Vice-Chair of the Board of Directors shall be chosen by the members of that Board, at the first meeting of the Board of Directors that takes place after the election of its members, and the Vice-Chair shall take the place of the Chair when the Chair is absent or impeded from exercising his/her functions.

 

Clause 18 The following are functions of the Board of Directors:

 

  a) to set the general orientation of the Company’s business;

 

  b) to elect, dismiss and evaluate the Executive Officers of the Company, in accordance with the applicable legislation, subject to the by-laws;

 

  

 

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.

 

52


LOGO

 

 

 

 

  c) to approve the policy on transactions with the related parties;

 

  d) to decide, upon proposal by the Executive Board, on disposal of, or placement of a charge upon, any of the Company’s property, plant or equipment, and on the Company giving any guarantee to any third party of which the individual value is equal to 1% (one per cent) or more of the Company’s Stockholders’ equity;

 

  e) to decide, upon proposal by the Executive Board, on the Company’s investment projects, signing of contracts and other legal transactions, contracting of loans or financings, or the constitution of any obligations in the name of the Company which, individually or jointly, have value equal to 1% (one per cent) or more of the Company’s Stockholders’ equity, including injections of capital into wholly-owned or other subsidiaries or affiliated companies or the consortia in which the Company participates;

 

  f) to call the General Meeting of Stockholders;

 

  g) to monitor and inspect the management by the Executive Board: the Board of Directors may, at any time, examine the books and papers of the Company, and request information on contracts entered into or in the process of being entered into, and on any other administrative facts or acts which it deems to be of interest to it;

 

  h) to give a prior opinion on the Executive Board’s report of management and accounts of the Company;

 

  i) to choose and to dismiss the Company’s auditors, from among companies with international reputation that are authorized by the Securities Commission (CVM) to audit listed companies, subject to statement of position by the Audit Board;

 

  j) upon proposal by the Executive Board, to authorize commencement of administrative tender proceedings, and proceedings for dispensation from or non-requirement of tender, and the corresponding contracts, for amounts equal to 1% (one per cent) or more of the Company’s Stockholders’ equity;

 

  k) upon proposal by the Executive Board, to authorize filing of legal actions, or administrative proceedings, or entering into court or out-of-court settlements, for amounts equal to 1% (one per cent) or more of the Company’s Stockholders’ equity;

 

  l) to authorize issue of securities, in the domestic or external markets, for the raising of funding, in the form of debentures, promissory notes, medium-term notes and other instruments;

 

  m) to approve the Long-term Strategy, the Multi-year Business Plan and the Annual Budget, and alterations and revisions to them;

 

  n) annually, to set the directives and establish the limits, including financial limits, for spending on personnel, including concession of benefits and collective employment agreements, subject to the competency of the General Meeting of Stockholders and subject to the Annual Budget;

 

  o) to authorize the exercise of the right of preference and rights under stockholders’ agreements or voting agreements in wholly-owned or other subsidiaries, affiliated companies and the consortia in which the Company participates, except in the cases of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the General Meeting of Stockholders has the competency for decision on these matters;

 

  p) to approve participation in the share capital of, and constitution or extinction of, any company, undertaking or consortium;

 

  q) to approve, in accordance with its Internal Regulations, the institution of committees supporting the Board of Directors – the opinions or decisions of which are not a necessary condition for decision on the matters by the Board of Directors;

 

  r) to accompany the activities of internal auditing;

 

  s) to discuss, approve and monitor decisions that involve corporate governance practices, relationship with interested parties, people management policy and code of conduct;

 

  

 

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.

 

53


LOGO

 

 

 

 

  t) to ensure implementation of, and to supervise, the systems for management of risks and internal controls established for the prevention and mitigation of the principal risks to which the Company is exposed, including the risks related to safety and security of accounting and financial information and the occurrence of corruption or fraud;

 

  u) to establish an information disclosure policy to mitigate the risk of contradiction between the various areas and the managers of the Company;

 

  v) to make statements on any increase in number of the Company’s own staff, concession of benefits or advantages, or revision of a salaries and careers plan, including alteration in the amount paid for commissioned posts or free appointments, and compensation of Chief Officers;

 

  w) to appoint, and to dismiss, in both cases with grounds, the head of the Internal Audit Unit, from among the Company’ career employees;

 

  x) to elect the members of the Audit Committee, at the first meeting held after the Annual General Meeting, and to dismiss them, at any time, upon vote given with grounds by absolute majority of the members of the Board of Directors;

 

  y) to analyze, every year, the success in meeting targets and results in execution of the Multi-year Business Plan and the Long-term Strategy, and to publish its conclusions and state them to the Legislative Assembly of Minas Gerais State and to the Minas Gerais State Audit Court; and

 

  z) to approve the complementary policies, including the policy on holdings, in accordance with the terms of these by-laws.

 

  §1 The financial limits relating to decisions by the Board of Directors that are identified by a percentage of the Company’s Stockholders’ equity shall be automatically adopted when the financial statements of each year are approved.

Section II

The Executive Board

 

Clause 19 The Executive Board comprises 11 (eleven) Executive Officers, who may be stockholders, resident in Brazil, elected by the Board of Directors for a period of two years, subject to the requirements of the applicable legislation and regulations. Re-election for a maximum of three consecutive periods of office is permitted.

 

  §1 The Executive Officers shall remain in their posts until their duly elected successors take office.

 

  §2 The Executive Officers shall exercise their positions as full-time occupations in exclusive dedication to the service of the Company. They may at the same time exercise non-remunerated positions in the management of the Company’s wholly-owned or other subsidiaries or affiliated companies, at the option of the Board of Directors. In particular they shall also obligatorily hold the corresponding positions in the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.

 

  §3 Executive Officers who are not employees shall have the right to an annual paid leave of not more than 30 (thirty) days. This leave may not be accumulated, and its remuneration shall be augmented by one-third of the monthly compensation currently in effect.

 

Clause 20 In the event of absence, leave, vacancy, impediment or resignation of the Chief Executive Officer, this post shall be exercised by the Deputy Chief Executive Officer.

 

  §1 In the event of absence, leave, vacancy, impediment or resignation of any of the other members of the Executive Board, the Executive Board may, on approval of the majority of its members, attribute the exercise of the respective functions to another Executive Officer, for as long as the period of absence or leave lasts.

 

  §2 The Chief Executive Officer or member of the Executive Board elected in this way shall hold the position for the remaining time of the period of office of the Executive Officer who is substituted.

 

  

 

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.

 

54


LOGO

 

 

 

 

Clause 21 The Executive Board shall meet, ordinarily, at least two times per month; and, extraordinarily, whenever called by the Chief Executive Officer or by two Executive Officers with at least two days’ prior notice in writing or by email or other digital medium, such notice not being required if all the Executive Officers are present. The decisions of the Executive Board shall be taken by vote of the majority of its members, and in the event of a tie the Chief Executive Officer shall have a casting vote.

 

Clause 22 The Executive Board is responsible for current management of the Company’s business, subject to obedience to the Long-term Strategy, the Multi-year Business Plan, and the Annual Budget, prepared and approved in accordance with these Bylaws.

 

  §1 The Multi-year Business Plan shall comprise plans and projections for the period of five business years, and must be updated at least once a year, and shall deal in detail with the following subjects, among others:

 

  a) the Company’s strategies and actions, including any project related to its objects;

 

  b) new investments and business opportunities, including those of the Company’s wholly-owned and other subsidiaries and affiliated companies, and the consortia in which it participates;

 

  c) the amounts to be invested or in any other way contributed from the Company’s own funds or funds of third parties; and

 

  d) the rates of return and profits to be obtained or generated by the Company.

 

  §2 The Annual Budget shall reflect the Company’s Multi-year Business Plan and, consequently, the Long-term Strategy, and must give details of operational revenue and expenses, costs, capital expenditure, cash flow, the amount to be allocated to the payment of dividends, investments of cash from the Company’s own funds or from funds of third parties, and any other data that the Executive Board considers to be necessary.

 

  §3 The Long-term Strategy, the Multi-year Business Plan, and the Annual Budget shall be:

 

  a) prepared under coordination by the Chief Executive Officer, with participation of all the Chief Officers;

 

  b) prepared and updated annually, by the end of each business year, to take effect in the following business year;

 

  c) submitted to examination by the Executive Board and, subsequently, to approval by the Board of Directors.

 

  §4 The following matters shall require a decision by the Executive Board:

 

  a) approval of the plan of organization of the Company and issuance of the corresponding rules and any changes to them;

 

  b) examination, and submission to the Board of Directors, for approval, of the Long-term Strategy and the Multi-year Business Plan, and revisions of them, including timetables, amount and allocation of the capital expenditure specified in it;

 

  c) examination, and submission to the Board of Directors, for approval, of the Annual Budget, which must reflect the Multi-year Business Plan in force at the time, and revisions of it;

 

  d) decision on reallocation of investments or expenditure specified in the Annual Budget which amount, individually or in aggregate, in a single financial year, to less than 1% (one per cent) of the Company’s Stockholders’ equity, with consequent adaptation of the targets approved, obeying the Multi-year Business Plan, the Long-term Strategy and the Annual Budget;

 

  e) approval of disposal of, or placement of a charge upon, any of the Company’s property, plant or equipment, and/or giving of guarantees to third parties, in amounts less than 1% (one per cent) of the Company’s Stockholders’ equity;

 

  f) authorization of the Company’s capital expenditure projects, or signing of agreements and legal transactions in general, or contracting of loans and financings and the creation of any obligation in the name of the Company, based on the Annual Budget approved, which individually or in aggregate have values less than 1% (one per cent) of the Company’s Stockholders’ equity, including injection of capital into wholly-owned or other subsidiaries, affiliated companies, and the consortia in which the Company participates;

 

  

 

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.

 

55


LOGO

 

 

 

 

  g) authorization to open administrative tender proceedings, and proceedings for dispensation from or non-requirement of tender, and contract, for amounts of up to 1% (one per cent) of the Company’s Stockholders’ equity, limited to R$ 100,000,000.00 (one hundred million Reais), adjusted annually by the IPCA (expanded Consumer Price) index, if it is positive;

 

  h) authorization to file legal actions and administrative proceedings, and to enter into Court and out-of-court settlements, for amounts less than 1% (one per cent) of the Company’s Stockholders’ equity;

 

  i) approval of the nominations of employees to hold management posts in the Company, upon proposal by the Chief Officer concerned, subject to the provisions of Sub-clause ‘h’ of Sub-item I of Clause 23;

 

  j) authorization of expenditure on personnel, and collective agreements and other employment instruments, subject to the competency of the General Meeting of Stockholders, the directives and limits approved by the Board of Directors, and the Annual Budget approved;

 

  k) examination of and decision on contracting of external consultants, when requested by the office of any Chief Officer’s Department, subject to the provisions of Clause 18, Sub-clause ‘j’, and Clause 22, §4, Sub-clause ‘g’;

 

  l) formulation, for decision by the Board of Directors or the General Meeting of Stockholders, of policies complementary to these by-laws, including the policy on stockholding interests.

 

  §5 Acts that are necessary for the regular functioning of the Company, signature of contracts, and other legal transactions, shall be carried out by the Chief Executive Officer, jointly with one Executive Officer, or by two Executive Officers, or by a person holding a valid power of attorney.

 

  §6 Powers of attorney must be granted by the Chief Executive Officer, jointly with one Executive Officer, except for the power described in Sub-clause ‘c’ of Sub-item I of Clause 23, for which only the signature of the Chief Executive Officer is required.

 

  §7 Subject to the provisions of these by-laws the Executive Board may delegate powers to approve and sign legal transactions relating to matters in the remit of the bodies pertaining to each Executive Officer, for ordinary acts of management, including sale of electricity.

 

  §8 The financial limits for decision by the Executive Board that correspond to a percentage of the Company’s Stockholders’ equity shall be automatically adopted upon approval of the financial statements of each year.

 

  §9 At the limits of its competencies and areas of autonomy, the Executive Board may attribute, by formal act, limits of autonomy to lower levels, upon composition of technical committees with decision capacity in specific subjects.

 

Clause 23 Subject to the provisions in the preceding Clauses and good corporate governance practices, it shall be the duty of each member of the Executive Board to comply with these by-laws, the decisions of the General Meeting of Stockholders and of the Board of Directors, the Internal Regulations and the decisions of the Executive Board, and cause others to comply with them. The duties of the members of the Executive Board, among others, are as follows:

 

  I- Duties of the Chief Executive Officer:

 

  a) to coordinate and manage the work of the Company, and all the strategic and institutional activities of the affiliated companies, subsidiaries and consortia in which the Company has an interest;

 

  b) to coordinate preparation, consolidation and implementation of the Company’s Long-term Strategy and Multi-year Business Plan, and those of the affiliated and subsidiary companies – in the latter case, jointly with the Chief Officer responsible, and in both cases with the participation of the other Chief Officers;

 

  c) to represent the Company in the Courts, on the plaintiff or defendant side;

 

  d) to sign, jointly with one Chief Officer, documents which bind the Company;

 

  e) to present the annual report on the Company’s business to the Board of Directors and to the Ordinary General Meeting of Stockholders;

 

  

 

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.

 

56


LOGO

 

 

 

 

  f) to hire and dismiss employees of the Company;

 

  g) to conduct the activities of the Governance Office, Strategic Planning, Compliance, and Corporate Risk Management;

 

  h) jointly with the Chief Officer responsible, to propose to the Executive Board nominations for management positions in the Company; and

 

  i) to propose the nominations for positions of Management and on the Audit Boards of the wholly-owned and other subsidiaries, affiliated companies and consortia in which the Company has an interest, and of the statutory bodies of Fundação Forluminas de Seguridade Social (Forluz) and Cemig Saúde, after consultation of the Chief Officer responsible.

 

  II- Duties of the Deputy CEO:

To substitute the CEO in the event of absence, leave, vacancy, impediment or resignation, and other functions.

 

  III- Duties of the Chief Finance and Investor Relations Officer:

To manage the processes and activities relating to the financial area and relations with investors.

 

  IV- Duties of the Chief Corporate Management Officer:

To plan and arrange the activities relating to supply of materials and services, infrastructure, information technology, telecommunications and transactional services.

 

  V- Duties of the Chief Distribution and Trading Officer:

To manage the processes and activities of distribution and sales of electricity.

 

  VI- Duties of the Chief Generation and Transmission Officer:

To manage the processes and activities of generation and transmission of electricity.

 

  VII- Duties of the Chief Trading Officer:

To manage the processes and activities relating to trading of electricity and the electricity system, market planning, and commercial relationship, in the Free Market for electricity in Brazil.

 

  VIII- Duties of the Chief Officer for Management of Holdings:

To manage the processes and activities relating to accompaniment of the management of the Company’s wholly-owned subsidiaries with the exception of Cemig GT and Cemig D, other subsidiaries, affiliated companies, and negotiation and implementation of partnerships, consortia, associations and special-purpose companies, obeying the Policy on Holdings.

 

  IX- Duties of the Chief Officer for Human Relations:

To coordinate the policy and actions in the management of people of the Company, its wholly owned subsidiaries and other subsidiaries.

 

  X- Duties of the Chief Counsel:

To plan, coordinate and manage the legal activities of the Company and its wholly-owned subsidiaries and subsidiaries.

 

  XI- Duties of the Chief Officer for Institutional Relations and Communication:

To coordinate and administer processes and activities related to communication and institutional relations, externally and internally, in the area related to the Company and its wholly-owned and other subsidiaries.

 

  §1 In relation to the affiliated companies the Executive Officers shall act at all times in obedience to the related by-laws or articles of association and stockholders’ agreements.

 

  

 

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.

 

57


LOGO

 

 

 

 

  §2 The competencies to enter into contracts and other legal transactions and for constitution of any obligation in the name of the Company given to the Chief Officers under this Clause do not exclude the competency of the Executive Board and of the Board of Directors, as the case may be, nor the need for obedience to the provisions in these Bylaws in relation to the financial limits and to prior obtaining of authorizations from the management bodies, when required.

 

  §3 As well as exercise of the duties set for them in these Bylaws, each Chief Officer’s Department has the right to cooperation, assistance and support of the other Chief Officer’s Departments in the areas of its respective competencies, aiming for the Company’s success in its greater objectives and interests.

 

  §4 It is the competency of each Chief Officer, within the area of his/her activity, to arrange for the actions necessary for compliance with and effective implementation of the work safety policies approved by the Company.

 

  §5 The individual attributions of each Chief Officer are set specifically in the Internal Regulations of the Executive Board. Among others, these include the following:

 

  a) to propose to the Executive Board, for approval or submission to the Board of Directors or the General Meeting of Stockholders, approval of legal transactions in the Chief Officer’s area of activity;

 

  b) to propose, implement and manage the work safety policy within the scope of his/her activities;

 

  c) to disclose, at least annually, to the Executive Board, the reports on performance related to the activities which he/she coordinates and monitors; and

 

  d) to represent the Company in relations with the market, the bodies, associations and other related entities of the electricity sector, including those of regulation and inspection.

Section III

The Audit Committee

 

Clause 24 The Audit Committee is an independent, consultative, permanent body, with its own budget allocation. Its objective is to provide advice and support to the Board of Directors, to which it reports. It also has the responsibility of other activities attributed to it by legislation.

 

  §1 The Audit Committee has three members, the majority of them independent, nominated and elected by the Board of Directors, in the first meeting after the Annual General Meeting, for periods of office of three years, not to run concurrently. One re-election is permitted.

 

  §2 Exceptionally, in the first election of the members of the Audit Committee, one member shall be elected for a period of office of two years.

 

  §3 The minutes of the meetings of the Audit Committee, which shall be every two months, must be disclosed, except when the Board of Directors considers that disclosure might put legitimate interest at risk, and in this case only its summary shall be disclosed.

 

  §4 The restriction in §3 may not be used in opposition to the control and/or inspection bodies to which the Company, and its wholly-owned and other subsidiaries, are subject – these shall have total and unrestricted access to the content of the minutes of the Audit Committee, subject to the obligation of secrecy and confidentiality.

 

  §5 The internal control over the Company entrusted to the Office of the General Inspector (‘Controladoria’) of Minas Gerais State shall be of a subsidiary nature, and shall be subject to the principles of motivation, reasonableness, appropriateness and proportionality, and it must make itself compatible with the duties of the Internal Audit Unit and the Audit Committee.

 

  

 

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.

 

58


LOGO

 

 

 

 

Clause 25 The Audit Committee may exercise its duties and responsibilities in relation to such wholly-owned and other subsidiaries of the Company as adopt the regime of sharing of a Common Audit Committee.

 

Clause 26 The following are attributions and duties of the Audit Committee:

 

  a) to state opinion on contracting, and dismissal, of external auditors;

 

  b) to supervise the activities of the independent auditors, evaluating their independence, the quality of the services provided and the appropriateness of such services to the Company’s needs;

 

  c) to supervise the activities carried out in the areas of internal control, internal audit and preparation of the financial statements;

 

  d) to monitor the quality and integrity of the internal control mechanisms, the financial statements and the information and measurements disclosed by the Company;

 

  e) to evaluate and monitor the Company’s exposures to risk – it may requisition, among other matters, detailed information on policies and procedures relating to compensation of the management, utilization of assets, and expenditures incurred in the name of the Company;

 

  f) to evaluate and monitor, jointly with the management and the Internal Audit Unit, the appropriateness of the transactions with related parties;

 

  g) to prepare an annual report with information on its activities, results, conclusions and recommendations, reporting any significant divergence between management, the independent auditors and the Audit Committee in relation to the financial statements;

 

  h) to assess the reasonableness of the parameters on which the actuarial calculations are based, and the actuarial result of the benefit plans maintained by the pension fund, when the Company is sponsor of a closed private pension plan entity;

 

  i) to give opinion, in such a way as to assist the stockholders – in their appointment of managers, members of the Board of Directors’ support committees, and members of the Audit Board – on compliance with the requirements of, and absence of prohibitions for the related elections; and

 

  j) to verify compliance in the process of evaluation of managers, members of the Board of Directors’ support committees, and members of the Audit Board.

 

  §1 If an eligibility and evaluation committee is created, the competencies described in sub-clauses ‘i’ and ‘j’ of this Clause shall be transferred to that body.

 

Clause 27 The Audit Committee has operational autonomy to conduct or decide on carrying out of consultations, evaluations and investigations within the scope of its activities, including contracting and use of independent external specialists.

 

  §1 The Audit Committee must have the means for receiving accusations, including those of a confidential nature, internal and external to the Company, on subjects related to its area of duties.

 

  

 

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.

 

59


LOGO

 

 

 

CHAPTER V

Control Areas

 

Clause  28 The following are Control Areas: Internal Audit, Compliance, and Corporate Risk Management.

 

  §1 The Control Areas operate with independence, and have the prerogative of reporting directly to the Board of Directors, as applicable, in accordance with the applicable legislation.

 

Clause  29 The Internal Audit Unit is linked to the Board of Directors, with a view to preparation of the financial statements, and is responsible for assessing:

 

  a) appropriateness of internal controls, and the effectiveness of risk management and the governance process; and

 

  b) reliability of the process of collection, measurement, classification, accumulation, recording and disclosure of events and transactions.

Clause  30 The Compliance Area, linked to the Chief Executive Officer, is responsible for:

 

  a) managing the Company’s compliance program, exercising prevention, detection of and response to failures in compliance with the internal and external rules and any deviation of conduct; and

 

  b) coordinating and defining the methodology to be used in the management of internal controls.

 

  §1 The officer responsible for the Compliance Area reports directly to the Board of Directors in any situations in which involvement of the Chief Executive Officer in irregularities is suspected or when that Officer, having received a report of a situation, evades the obligation to adopt measures that are necessary in relation to it.

Clause  31 The Corporate Risk Management Area, linked to the CEO and led by a statutory director, is responsible for:

 

  a) coordinating and mapping the management of the portfolio of corporate risks;

 

  b) supporting the other areas of the Company in adoption of the decisions on the corporate risk policy and adoption of the risk appetite parameters decided by the Board of Directors; and

 

  c) deciding the methodology to be used in corporate risk management and supporting the other areas in its implementation.

 

  §1 The risk management area shall periodically send reports to the Audit Committee containing its indications and recommendations.

CHAPTER VI

The Audit Board

 

Clause  32 The Audit Board shall function permanently, and shall comprise five sitting members and their respective substitute members, who shall be elected for a period of office of two years, when a General Meeting of Stockholders is held.

 

  §1 The following rules for appointment must be obeyed in the composition of the Audit Board:

 

  a) The minority holders of common shares, and the holders of preferred shares, both have the right to elect, in separate votes, one member each, in accordance with the applicable legislation.

 

  b) The majority of the members shall be elected by the controlling stockholder of the Company, and at least one shall be a government employee with a permanent link to the Public Administration.

 

  §2 The Audit Board shall elect its Chair from among its members, and the Chair shall call and chair the meetings.

 

 

  

 

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.

 

60


LOGO

 

 

 

  §3 Where appointment of members of the Audit Board of subsidiary and/or affiliated companies is a competency of the Company, this shall be done according to criteria and an eligibility and assessment policy approved by the Board of Directors.

 

Clause  33 In the event of resignation, death or impediment, a member of the Audit Board shall be replaced by his or her respective substitute, until the new member is elected, and such member shall be chosen by the same party that appointed the substitute.

 

Clause  34 The Audit Board shall have the attributions set by the applicable legislation and, to the extent that they do not conflict with Brazilian legislation, those required by the laws of the countries in which the Company’s shares are listed and traded, including the following:

 

  a) to monitor and inspect, through any one of its members, the acts of the managers and to verify compliance with their duties under the law and by-laws;

 

  b) to give opinion on the annual report of management, and to include in such opinion any such complementary information that it deems to be necessary or useful to the decision of the General Meeting of Stockholders;

 

  c) to give opinion on any proposals made by the management bodies, to be submitted to the General Meeting of Stockholders or the Board of Directors, as the case may be, in relation to change in share capital, issue of debentures or warrants, investment plans and/or capital budgets, distribution of dividends, transformation, absorption, merger or split;

 

  d) to report, through the person of any of its members, to the management bodies and, if these do not take the measures necessary for the protection of the Company’s interests, to the General Meeting of Stockholders, any errors, frauds or crimes that they discover, and suggest measures that will be useful to the Company;

 

  e) to call the Annual General Meeting, if the management bodies delay its convocation by more than 1 (one) month, and to call an Extraordinary Meeting of Stockholders whenever there are serious or urgent reasons, and include on the agenda of such Meetings whatever matters they consider to be necessary;

 

  f) to analyze, at least quarterly, a trial balance and other financial statements prepared periodically by the Company;

 

  g) to examine the financial statements for the business year and to give opinion on them; and

 

  h) to carry out these functions during liquidation, having in mind the special provisions that regulate that procedure.

 

Clause  35 The global or individual compensation of the members of the Audit Board shall be set by the General Meeting of Stockholders which elects it, in accordance with the applicable legislation.

CHAPTER VII

The Business Year

 

Clause  36 The business year shall coincide with the calendar year, closing on December 31 of each year, when the Financial Statements shall be prepared, in accordance with the applicable legislation. Financial statements for periods of six months or interim statements for shorter periods may be prepared.

 

Clause  37 Before any sharing of the profit, there shall be deducted from the result for the business year, in this order: retained losses, the provision for income tax, the Social Contribution tax on Net Profit, and then, successively, employees’ and managers’ profit shares.

 

 

  

 

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.

 

61


LOGO

 

 

 

  §1 The net profit ascertained in each business year shall be allocated as follows:

 

  a) 5% (five per cent) to the legal reserve, up to the maximum limit specified by law;

 

  b) 50% (fifty per cent) distributed as mandatory dividend to the stockholders of the Company, subject to the other terms of these Bylaws and the applicable legislation; and

 

  c) the balance, after the retention specified in a capital expenditure and/or investment budget prepared by the Company’s management, in compliance with the Company’s Long-term Strategy and the dividend policy contained therein and duly approved, shall be applied in the constitution of a profit reserve for the purpose of distribution of extraordinary dividends, in accordance with Clause 30 of these by-laws, up to the maximum limit specified by Clause 199 of the Corporate Law.

 

Clause  38 The dividends shall be distributed in the following order:

 

  a) the minimum annual dividend guaranteed to the preferred shares;

 

  b) the dividend for the common shares, up to a percentage equal to that guaranteed to the preferred shares.

 

  §1 Once the dividends specified in Sub-clauses ‘a’ and ‘b’ of the head paragraph of this clause have been distributed, the preferred shares shall have equality of rights with the common shares in any distribution of additional dividends.

 

  §2 The 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 statements of financial position.

 

  §3 The amounts paid or credited as Interest on Equity, in accordance with the relevant legislation, shall be imputed as on account of the amounts of the mandatory dividend or of the dividend payable under the Bylaws to the preferred shares, being for all purposes of law a part of the amount of the dividends distributed by the Company.

 

Clause  39 Without prejudice to the mandatory dividend, every two years, or more frequently if the Company’s availability of cash so permits, the Company shall use the profit reserve specified in Sub-clause ‘c’ of Clause 37 of these by-laws for the distribution of extraordinary dividends, up to the limit of cash available, as determined by the Board of Directors, in obedience to the Company’s Long-term Strategy and the dividend policy contained therein.

 

Clause   40 The dividends declared, mandatory or extraordinary, shall be paid in 2 (two) equal installments, the first by June 30 and the second by December 30 of each year, and the Executive Board shall decide the location and processes of payment, subject to these periods.

 

  §1 Dividends not claimed within a period of 3 (three) years from the date on which they are placed at the disposal of the stockholder shall revert to the benefit of the Company.

 

Clause  41 The employees have the right to a share in the profits or results of the Company, on criteria authorized by the Executive Board based on the guidelines approved by the Board of Directors and limits established by the General Meeting of Stockholders, in accordance with the applicable legislation.

 

 

  

 

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.

 

62


LOGO

 

 

 

CHAPTER VIII

Liability of Management

 

Clause  42 Under the applicable law and regulations, and these by-laws, members of the Company’s management are accountable to the Company and to third parties for actions they take in exercise of their functions.

 

Clause  43 The Company will provide defense, on the plaintiff or defendant side, for members and former members of the Board of Directors, the Audit Board and the Executive Board in Court and/or administrative proceedings, during or after their periods of office, occasioned by events or acts related to the exercise of their specific functions.

 

  §1 This guarantee also extends to employees who legally carry out actions by delegation or acting under authority from members of the Company’s Management.

 

  §2 Upon decision by the Board of Directors, the Company may contract third-party liability insurance to cover procedural expenses, fees of counsel and indemnities arising from legal or administrative actions referred to in the head paragraph of this Clause.

 

  §3 Contracting of insurance may also cover defense of the insured parties in other spheres, provided that the acts in question do not show manifest illegality or abuse of power.

 

  §4 If funding of procedural expenses, fees and/or other expenses is less expensive than contracting or activation of insurance, the Company may contract a specialized external office for defense in relation to the acts being impugned.

 

  §5 Any member of the Board of Directors or the Audit Board, or any Chief Officer or employee, who is convicted of a crime in a final judgment against which there is no further appeal, must reimburse the Company all the costs, expenses and losses caused to it.

CHAPTER IX

Resolution of disputes

 

Clause  44 The Company, its stockholders, managers and members of the Audit Board undertake to resolve through arbitration, preceded by mediation, before the Market Arbitration Chamber (CAM) of the B3 or the FGV Mediation and Arbitration Chamber, all and any dispute or controversy that may arise between them related to or arising from, in particular, the application, validity, efficacy, interpretation or violation of the provisions contained in the applicable legislation and regulations, the by-laws, any stockholders’ agreements filed at the head office, the rules issued by the Brazilian Securities Commission, or the other rules applicable to the functioning of the capital markets in general, as well as those contained in the Level 1 Regulations of the B3.

 

  §1 Without prejudice to the validity of this arbitration clause, application for urgency measures, before the arbitration tribunal has been constituted, should be remitted to the Judiciary, through the courts of the legal distinct of Belo Horizonte, Minas Gerais.

CHAPTER X

General provisions

 

Clause  45 Admission to the permanent staff of employees of the Company shall be by approval in a public competition.

 

  §1 The employees are subject to the applicable employment law and the internal regulations of the Company.

 

Clause  46 In contracts entered into, and other legal transactions, between the Company and its related parties, including the State of Minas Gerais, the Company’s policy of transactions with related parties shall be obeyed.

 

 

  

 

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.

 

63


LOGO

 

 

 

Clause  47 References to the term ‘applicable legislation’ in these by-laws includes reference to the regulatory rules, subject to the prevalence of Law over rules of an infra-legal nature.

 

Clause  48 Financial covenants currently in effect for the Company must obligatorily be mentioned in the Company’s policy on dividends and indebtedness, to be approved by the General Meeting of Stockholders.

 

Clause  49 Policies complementary to these by-laws, required by the applicable legislation, shall be approved by the Board of Directors upon proposal by the Executive Board.

 

Clause  50 Upon being sworn in, and annually, management, members of the Audit Board and members of the Audit Committee, including the representatives of employees and minorities, must take part in specific trainings made available by the Company on the following subjects:

 

  a) corporate law and the capital markets;

 

  b) disclosure of information;

 

  c) internal controls;

 

  d) code of conduct;

 

  e) Federal Law 12846 of August 1, 2013;

 

  f) tenders and contracts;

 

  g) other subjects related to the Company’s activities.

 

  §1 Those who have not participated in annual training made available by the Company in the last two years are prohibited from being re-appointed to their positions.

 

Clause  51 For the purposes of the provisions of Article 17, §2, IV and Article 22, §1, V of Law 13303/2016 and Article 26, IX of State Decree 47154 of February 20, 2017, contracting of Cemig or its wholly-owned subsidiaries for activities carried out under natural monopoly, in the role of consumer, are not considered to be activities preventing appointment as managers, nor as independent managers.

CHAPTER XI

Transitory provisions

Clause 52 The rules relating to the members of the Board of Directors, the Executive Board, the Audit Board and the Audit Committee specified in the by-laws shall be applied as from the first periods of office beginning after the change in these by-laws, reflecting the adaptation specified by Law 13303/2016 and State Law 47154/2017.

 

  §1 Exceptionally, the first period of office of the members of the Board of Directors, the Executive Board and the Audit Board shall begin with the election held immediately after the approval of these by-laws, ending at the Annual General meeting of 2020.

 

  §2 The inter-regnum period between the Annual General Meeting held on April 30, 2018 and the election immediately after the approval of these by-laws shall not be considered as a new period of office for the purposes of Clause 13, §2, Clause 19 and Clause 32 of these by-laws.

 

Clause  53 Until the representative of the employees on the Board of Directors is chosen in accordance with sub-clause ‘c’ of §3 and §4 of Clause 13 of these by-laws, an employee who complies with these specific requirements shall be designated as substitute member, and the unions representing the various groups of employees shall be advised of the designation.

 

  

 

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.

 

64


LOGO

 

 

 

Clause  54 The internal processes, organizational structure, names and terms used in the Company on the date of approval of these by-laws shall remain operative until the Board of Directors lays down the specific new arrangements.

 

Clause  55 Any cases of omission in these by-laws shall be resolved by the General Meeting of Stockholders, subject to the applicable legislation.

 

II. Orientation, of the representatives of Cemig at the Extraordinary General Meetings of Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., to vote in favor of the change to the by-laws and election of the members of the Board of Directors and Audit Board.

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

(a)    Belo Horizonte, May 8, 2018

 

Adézio de Almeida Lima

Luiz Guilherme Piva

Marco Antônio Soares da Cunha Castello Branco

Marcelo Gasparino da Silva

Bernardo Afonso Salomão de Alvarenga

Marco Aurélio Crocco Afonso

Daniel Alves Ferreira

Patrícia Gracindo Marques de Assis Bentes

José Pais Rangel    

The Chair then placed the said Proposal by the Board of Directors to this Meeting in debate.

The representative of the stockholder The State of Minas Gerais then presented adjustments in the version of the by-laws contained in the said Proposal, to:

 

A) change the drafting:

 

  1) of sub-clause ‘c’ of §12 of Clause 12 of the by-laws, to read as follows:

“Clause 12 – [...]

§ 12 [...]    

 

  c) achievement of the objectives established in the Multi-year Business Plan and in accordance with the long-term Strategy and Annual Budget.”

 

  2) of §9 of Clause 13 of the by-laws, to read as follows:

“Clause 13 –

 

  §9 The Board of Directors may confer delegation of powers to the Executive Board for approval and signature of legal transactions related to the ordinary acts of management, including sale of electricity.”

 

  3) of Clause 15 of the by-laws, to read as follows:

“Clause 15 The Board of Directors shall meet ordinarily, in accordance with its Internal regulations, at least once a month, to analyze the results of the Company and its wholly-owned and other subsidiaries and affiliated companies, and to decide on other matters included on the agenda. It shall also meet extraordinarily, on convocation by its Chair, or by its Vice-Chair, or by one-third of its members, or when requested by the Executive Board.”

 

 

  

 

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.

 

65


LOGO

 

 

 

  4) of §3 of Clause 19 of the by-laws, to read as follows:

“Clause 19 – [...]

  §3 – Those members of the Executive Board who are not employees, or those with employment contracts suspended, shall have the right to annual paid leave of not more than 30 (thirty) days, non-cumulative, receiving an additional one-third of the current monthly remuneration.”

 

  5) of Sub-items V and VII of Clause 23, to read as follows:

“Clause 23    [...]

 

  V – To the Chief Officer for Distribution and Sales: To manage the processes and activities of distribution of electricity and sales in the Regulated Market.

 

  [...]

 

  VII – To the Chief Trading Officer: To generate the processes and activities related to trading and sale of electricity and the use of the electricity system, market planning, and commercial relationship in the Free Market.”; and

 

B) to include §6 in Clause 24, with the following drafting:

 

  “§6 – Members of the Board of Directors who are also members of the Audit Committee shall receive only the remuneration of the latter.”

The representative of BNDES Participações S.A. (BNDESPar) also presented adjustments to the version of the by-laws contained in the Proposal by the Board of Directors to this meeting, to alter the drafting as follows:

 

  1. In the head paragraph of clause 9, to provide for a limit to the authorized capital expressed in amount or in number of shares, as per Article 168 of Law 6404/1976, as amended and, if the percentage form is maintained, it should be based on the value of the share capital fixed in the by-laws, so that the authorization is not unlimited.

 

  2. In Clause 12, §3, to provide that the positions on the committees of support to the Board of Directors in the subsidiaries and affiliated companies should be filled by members of the boards of directors of the company, in line with best corporate governance practices.

 

  3. In Clause 12, §5, to specify a minimum period of 5 (five) years as projection for the long-term strategy, not including the dividends policy because, under Clause 48 of the by-laws contained in the Proposal under discussion, that policy must be approved by the General Meeting of Stockholders and not by the Board of Directors.

 

  4. In Clause 12, §7, exclusion of the final part, because what should be published and submitted to the Legislative Assembly and the Audit Court of the State of Minas Gerais is the annual analysis, made by the Board of Directors, in terms of achievement of targets and results in the execution of the long-term strategy and the business plan – and not its approval, which is provided for in Clause 18, Sub-clause ‘y’ of the by-laws under examination.

 

  5. In §9 of Article 13, since the generic delegation by the Board of Directors to the Executive Board for approval of legal transactions should be treated on the basis of restriction or dispensation of the need for prior statement of opinion by the Board of Directors on certain legal transactions, or with increase of the level of autonomy of the body over this type of matter, provided that there is clear specification of the situations in which it is applicable, otherwise a competency that is exclusive to the body specified in the by-laws itself would be violated.

 

  6. In Clauses 18, Sub-clause ‘j’, and 22, §4, Sub-clause ‘g’, to be aligned in terms of the limits of autonomy set for the Executive Board and Board of Directors, as well as making reference to the situations of dispensation or non-requirement of tender, or of the non-applicability of the duty to hold a tender, specified in Law 13303/2016.

 

  7. In Clause 18, Sub-clause ‘l’, to state that the competency of the Board of Directors for issuance of debentures is restricted to those not convertible into shares, under Law 6404/1976.

 

 

  

 

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.

 

66


LOGO

 

 

 

  8. In Clause 18, Sub-clause ‘q’, to provide that the committees of support to the Board of Directors should give their opinion before the decisions of that Board on the matters applicable to them, even if of a non-binding nature, because to the contrary the function of these committees would be null.

 

  9. In Clause 20, §1, of by-laws, which should completely regulate the process of replacement of members of the Executive Board, including new election, and not only in the matter of redistribution of function in the event of a post being vacant; and that body should function with a minimum number of 3 members, under Law 13303/2016.

 

  10. In Clauses 23, I, Sub-clause ‘g’, and 30, of the by-laws, which should specify that the areas of compliance and risk management, separated in the proposal, should be linked to the chief executive officer, but led by a statutory director, as specified in Law 13303/2016.

 

  11. In Clause 23, II, to provide that the Deputy CEO should have functions additional to substitution of the CEO.

 

  12. Exclusion of §5 of Clause 24, since the by-laws do not have the power to regulate or limit the activity of the central body of internal control of the Executive Power, the competences of which arise from Law.

 

  13. Exclusion of §1 of Clause 26, permanently setting the duties specified in Sub-clauses ‘i’ and ‘j’ in the ambit of the Audit Committee, as specified in State Decree 47154/2017, or to create a separate committee with the duties defined in Article 10 of Law 13303/2016, with the status of a body under the by-laws.

 

  14. In Clause 33, to provide for election by the General Meeting of Stockholders to fill the post of a member of the Audit Board in the event of vacancy, in line with the competencies set by Article 161, §3, of Law 6404/1976;

 

  15. Exclusion of Clause 52, since it aims to regulate prior situations unnecessarily, and contrary to statements by the CVM (Securities Commission) on the immediate applicability of the requirements and prohibitions on the members of the bodies under the by-laws as from Law 13303/2016 coming into effect.

 

  16. Clause 54 – to provide for a period for adaptation of processes and internal structures to the new by-laws, in the absence of which its coming into full effect might be suspended indefinitely.

The Chair then stated that, in relation to §5 of Clause 24 of the by-laws, the draft portrays the orientation received from the General Attorney of the State of Minas Gerais which, through Opinion AGE 15964/2018 concludes that the control exercised by the General Comptroller of the State, in relation to state-controlled companies, is subsidiary to the internal control of the company, provided that any act in question obeys the requirements of motive, reasonability, appropriateness and proportionality.

The Proposal by the Board of Directors was submitted to debate and, subsequently, to the vote and was approved by a majority, containing the alterations presented by the representative of the State of Minas Gerais and the alterations presented and referred to in items 1, 3, 4, 6, 7, 9, 10, 11 and 14 above by the representative of BNDESPar, that is to say, by 302,823,138 votes in favor, 10,632,956 against and 69,730,102 votes of abstention; the other alterations suggested by the representative of BNDESPar being rejected, by majority, that is to say, by 259,113,102 votes against, 54,342,992 votes in favor, and 69,730,102 votes of abstention.

The Chair stated that, for the purposes of decision on item 1 of the agenda of this meeting, there were left out of account 4,114,071 shares, since they were cases of decision using remote voting.

On this matter, the Chair requested the transcript of the alterations approved in relation to the Proposal by the Board of Directors to this Meeting arising from the adjustments presented by the representative of BNDESPar and approved, namely the following:

“Clause 9 – The Company’s Share Capital may be increased by up to a limit of 10% (ten percent) of the share capital set in the by-laws, without need for change in the by-laws and upon decision of the Board of Directors, having previously heard statement of opinion by the Audit Board.

 

 

  

 

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.

 

67


LOGO

 

 

 

“Clause 12 – [...]

 

  §5 – The Long-term Strategy shall contain fundamentals, targets, goals and results to be pursued and achieved in the long term by the Company, reflecting its dividend policy, and must obey the commitments and requirements specified in §7 of Clause 12 of these by-laws.

[...]

 

  §7 – The Long-term Strategy, the Multi-year Business Plan and the Annual Budget shall be revised annually by the Executive Board and submitted no later than the last ordinary meeting of the Board of Directors of the prior year, in the terms of the applicable legislation.

[...]”;

“Clause 18 – [...]

 

  j) to authorize, upon proposal by the Executive Board, opening of administrative tender proceedings, or proceedings for dispensation or non-requirement of tender, or of non-applicability of the duty to tender, and the corresponding contractings, when the amount is 1% (one percent) or more of the Company’s Stockholders’ equity, or more than R$ 100,000,000.00 (one hundred million Reais), as adjusted annually by the IPCA Inflation Index, if positive; […];

 

  l) to authorize the issuance of securities in the Brazilian or external market, for raising of funding in the form of non-convertible debentures, promissory notes, commercial papers and other instruments; […]”;

“Clause 20 –

 

  §1 – In the event of any of the other members of the Executive Board being absent, on leave, their seat being vacant, impediment of their position or resignation, that Board may, on approval by the majority of its members, attribute the temporary exercise of the related functions to another member of the Executive Board.

[...]”;

“Clause 23 – [...]

 

  I – To the Chief Executive Officer:

[...]

 

  g) to be responsible for the activities of the Management Units controlling Governance, Strategic Planning, Compliance and Corporate Risk Management; […].

 

  II – To the Deputy Chief Executive Officer: to assist the CEO in the exercise of his functions and substitute him in the event of absence, leave, his position being vacant or impeded, or resignation.

[...].”;

“Clause 30 – The Compliance Management Unit, responsible to the Chief Executive Officer and led by a Chief Officer, is responsible for:

 

  a) managing the Company’s compliance program, with prevention and detection of, and response to, any failings in compliance with internal or external rules and/or inappropriate contact; and

 

  b) to coordinate and define the methodology to be used in the management of internal controls.

 

  §1 – The person responsible for the Compliance Management Unit shall report directly to the Board of Directors in any situation in which it is suspected that the Chief Executive Officer is involved in irregularities, or when the CEO omits to act on his obligation to adopt necessary measures in relation to the situation reported to him.”;

 

 

  

 

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.

 

68


LOGO

 

 

 

“Clause 33 – In the event of resignation, death or impediment, a member of the Audit Board shall be replaced by his or her respective substitute, until the new member is elected, and such member shall be chosen by the same party that appointed the substitute.

In relation to Clauses 12, §3; 13, §9; 18, sub-clause ‘q’; 26, §1 and 52 of the Proposal by the Board of Directors to this Meeting, the representative of BNDESPar presented a statement of opinion contrary to their approval.

The Chair then explained that in functional terms the duties and functions of the Internal Audit Unit are subordinated to the Board of Directors; but that the Internal Audit Unit shall be administratively subordinated to the office of the Chief Executive Officer.

He further stated that, under the recently-approved provision of the by-laws, it would not be a function of this Meeting to orient any vote by the representative(s) of Cemig in the Extraordinary General Meeting of Stockholders of Cemig Distribuição S.A. or Cemig Geração e Transmissão S.A., on changes to the by-laws or election of members of the Board of Directors or the Audit Board, for which reason items 6 and 7 of the Convocation are not successful.

The Chair then stated that, as a result of the change to the by-laws that had just been decided and in accordance with Item 2 of the convocation, it was necessary to elect the members of the Board of Directors, for a new period of office of 2 (two) years, exceptionally to end at the Annual General Meeting of 2020.

Finally, the Chair pointed out that it will be necessary first and in view of §3 of Clause 13 of the by-laws, to elect the sitting member and respective substitute nominated by representatives of the holders of preferred shares, and only then to apply the instrument of Multiple Vote to fill the remaining vacancies on the Board of Directors.

Since there was found not to be the minimum legally required quorum of preferred shares for nomination of a sitting and substitute member of the Board of Directors, the Chair stated that Multiple Vote would be adopted for election of 8 members and their respective substitutes to that Board.

The Chair stated that adoption of Multiple Vote had been requested by the stockholder Fundo de Investimentos em Ações Dinâmica Energia – FIA Dinâmica, as per a letter in the Company’s possession, and that 43,033,363 shares would be necessary for the election of each member of the Board of Directors.

Then, and by adoption of Multiple Vote, the representative of the stockholder BNDESPar, as per the voting spreadsheet, attributed, for sitting member of the Board of Directors, 54,342,998 shares, to:

 

Ms Patrícia Gracindo Marques de Assis Bentes

  

– Brazilian, divorced, company manager, domiciled in Rio de Janeiro, RJ, at Rua Ministro Ramos Monteiro 37/701 B, Leblon, CEP 22430-100, bearer of Identity Card 59879098-6, issued by the Public Safety Department of São Paulo State, and CPF nº 810318827-15;

her substitute member not to be elected at this opportunity.

The representative of the stockholder The State of Minas Gerais, as per the voting spreadsheet, then attributed, per sitting member of the Board of Directors, 43,033,364 shares to complement the Board of Directors, electing the following:

 

 

  

 

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.

 

69


LOGO

 

 

 

Sitting members:

 

Adézio de Almeida Lima

  

– Brazilian, married, economist, domiciled in Brasília, Federal District, at SQN 311, Bloco F, apto. 102, Asa Norte, CEP 70765-100, bearer of Identity Card 2514340, issued by the Public Safety Department of the Federal District, and CPF 342530507-78;

      

Marco Antônio Soares da Cunha Castello Branco

   – Brazilian, married, engineer, domiciled in Belo Horizonte, MG, at Rua Pium-I 1601/401, Cruzeiro, CEP 30310-080, bearer of Identity Card M753845, issued by the Minas Gerais State Public Safety Department, and CPF 371150576-72;
      

Bernardo Afonso Salomão de Alvarenga

   – Brazilian, married, economist, domiciled in Belo Horizonte, Minas Gerais at Av. Barbacena 1,219, 22nd floor, B Wing, CEP 30190-130, bearer of Identity Card MG-899851, issued by the Public Safety Department of Minas Gerais State, and CPF 154691316-53;
      

Luiz Guilherme Piva

   – Brazilian, married, engineer, domiciled in Belo Horizonte, MG, at Rua Professor Estevão Pinto 555/404, Serra, CEP 30220-060, bearer of Identity Card MG2084020, issued by the State Public Safety Department of Minas Gerais State, and CPF 454442936-68; and
      

Marco Aurélio Crocco Afonso

   – Brazilian, in stable union, economist, domiciled in Belo Horizonte, MG, at Rua Cristina 303/301, Sion, CEP 30310-800, bearer of Identity Card M1624401, issued by Minas Gerais Public Safety Department, and CPF 382386166-20;
      

 

– and as substitute members:

 

José Maria Rabelo

   – Brazilian, married, lawyer, resident and domiciled in Brasília, Federal District, at SQN 214, Bloco F, Ap. 207, Asa Norte, CEP 70873-030, bearer of Identity Card 851287 issued by the Minas Gerais State Public Safety Department, and CPF nº 232814566-34;
      

Ricardo Wagner Righi de Toledo

   – Brazilian, widower, manager, domiciled in Belo Horizonte, Minas Gerais, at Rua Arquiteto Rafaello Berti 690, Mangabeiras, CEP 30210-120, bearer of Identity Card MG4172543, issued by the Minas Gerais State Public Safety Department, and CPF 299492466-87;
      

Geber Soares de Oliveira

   – Brazilian, legally separated, accountant, domiciled in Belo Horizonte, MG, at R. Carlos Turner 275/202, Silveira, CEP 31140-520, bearer of Identity Card MG1673562, issued by the Public Safety Department of the State of Minas Gerais, and CPF 373022806-49; and
      

Cristian Regis Duarte Silva

   – Brazilian, married, communications executive, domiciled in Belo Horizonte, MG, at Rua Bolivia 357, Apto. 102, São Pedro, CEP 30330-360, bearer of Identity Card M4414313, issued by the State Public Safety Department of Minas Gerais State, and CPF 583432616-15; and
  

 

  

 

Av. Barbacena 1200

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

 

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

 

70


LOGO

 

 

 

Alcione Maria Martins Comonian

   – Brazilian, married, teacher, resident and domiciled in Belo Horizonte, Minas Gerais at Rua Icaraí 365, Caiçara, CEP 30770-160, bearer of Identity Card MG2511807, issued by the Public Safety Department of Minas Gerais State, and CPF 482072096-15; respectively.
      

Two seats still being vacant, the Chair said that Law 6404/1976 omits to specify the manner of decision in relation to the leftover balance of shares that took part in the composition of the Board of Directors through adoption of Multiple Vote.

On this matter, and considering that the by-laws also have no rule for distribution of these leftover shares, the holders of voting rights present at the meeting decided at this time to adopt, as the criterion for filling the two remaining vacancies on the Board of Directors resulting from the distribution of shares by Multiple Vote, the use of the highest proportion of leftover shares relative to the distribution of the six previously-filled seats.

As candidate for one of the seats on the Board of Directors, Mr. Anderson Carlos Koch, as per the voting spreadsheet, attributed 42,431,983 shares to complement the Board of Directors, electing:

 

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 No. 22191 issued by the Brazilian Bar association of Rio de Janeiro (OAB/RJ), and CPF 239775667-68;
      

 

and as his substitute member,

 

José João Abdalla Filho

   – Brazilian, single, banker, domiciled in Rio de Janeiro, RJ, at Av. Presidente Vargas 463, 13th floor, Centro, CEP 20071-003, bearer of Identity Card 1439471-1, issued by the Public Safety Department of São Paulo State, and CPF 245730788-00.
  

Then, the representative of the State of Minas Gerais, as per the voting spreadsheet, attributed 33,313,326 shares to complement the Board of Directors, electing the following:

 

Marcelo Gasparino da Silva    – Brazilian, married, lawyer, domiciled in Florianópolis, Santa Catarina State, at Rua Esteves Júnior 605/1411, Centro, CEP 88015-130, bearer of Identity Card 2302967, issued by the Santa Catarina State Public Safety Department, and CPF 807383469-34;
      

 

– and as his substitute member:

 

Manoel Eduardo Lima Lopes

   – Brazilian, married, lawyer and accountant, domiciled in Rio de Janeiro, RJ, at Av. Presidente Vargas 463/13th Floor, Centro, CEP 20071-003, bearer of Identity Card 1767127, issued by the Félix Pacheco Institute of Rio de Janeiro State, and CPF 046227237-00.
  

 

 

  

 

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.

 

71


LOGO

 

 

 

Then, and as per Clause 53 of the recently-decided by-laws, the seat as substitute member of the Board of Directors attributed to a representative of the employees was allocated to Mr.

 

Márcio José Peres

   – Brazilian, married, engineer, bearer of Identity Card 12729567-7, issued by SSP/SP, and CPF 713401066-04, domiciled in Belo Horizonte, MG, at Av. Barbacena 1200, 12th Floor, Santo Agostinho, CEP 30190-131;
  

the related seat of a sitting member remaining unfilled, with 249,015,057 votes in favor, 13,006,245 against and 125,278,965 votes of abstention.

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 they made a solemn commitment to become aware of, obey and comply with the principles, ethical values and rules established by the Code of Professional Conduct of Companhia Energética de Minas Gerais – Cemig, and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

The Chair stated that assumption of these posts is conditional on presentation of the statements contained in the relevant federal and state legislation.

He then said that as a result of the new composition of the Board of Directors, and as stated by Clause 12, §1 of the by-laws of Cemig just approved, there was a need to change the composition of the Board of Directors of the wholly-owned subsidiaries Cemig Distribuição S.A. (“Cemig D”) and Cemig Geração e Transmissão S.A. (“Cemig GT”), since the structure and composition of the Boards of Directors of those Companies are required to be identical to those of Cemig.

The Chair then dealt with items 4 and 5 of the agenda, relating to the setting of compensation of the representatives of the Audit Committee, and adjustment of the Annual Global Allocation for compensation of the Managers, Members of the Audit Board, and members of the Audit Committee, and proposed as follows:

 

1) To set the Annual Global allocation for Compensation of the members of the Board of Directors, the Executive Board, the Audit Board and the Audit Committee at the amount of up to R$ 30,766,415.00 (thirty million seven hundred sixty-six thousand four hundred fifteen Reais), the other amounts and criteria remaining the same as those approved by the Ordinary (Annual) and Extraordinary General Meetings of Stockholders of Cemig held, concurrently, on April 30 of this year.

 

2) To establish that the monthly remuneration of each one of the members of the Audit Committee shall be equivalent to R$ 20,590.90 (twenty thousand five hundred ninety Reais and ninety centavos).

 

3) To establish that the members of the Board of Directors that are also members of the Audit Committee shall receive only the compensation of the latter.

The proposal by the representative of the stockholder The State of Minas Gerais being placed in debate, the representative of BNDESPar recorded his view that this item of the agenda should not pass because in the convocation the amounts and the criteria to be considered had not been stated.

The proposal of the representative of the stockholder The State of Minas Gerais was put to vote and approved by majority, as follows:

249,015,057 votes in favor, 13,006,245 against and 125,278,965 votes of abstention.

Then, considering Item 3 of the convocation, the Chair stated that it was necessary to elect the members of the Audit Board, for a new period of office of 2 (two) years, exceptionally ending with the Annual General Meeting to be held in 2020.

 

 

  

 

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.

 

72


LOGO

 

 

 

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 thus placed the election of the sitting and substitute members of the Audit Board in debate.

Asking for the floor, as holder of preferred shares, the representative of the stockholder FIA Dinâmica nominated the following persons to be members of the Board of Directors:

Sitting member:

 

Rodrigo de Mesquita Pereira    – Brazilian, married, lawyer, domiciled in São Paulo, São Paulo State at Rua Dr. Fernandes Coelho 85, 6º Andar, Pinheiros, CEP 05423-040, bearer of Identity Card 8364447-7 issued by the São Paulo State Public Safety Department (SSPSP), and CPF 091622518-64;
      

 

and, as his substitute member,

 

Michele da Silva Gonsales

   – Brazilian, married, lawyer, domiciled in São Paulo, SP, at Rua Sabará 402/42, Higienópolis, CEP 01239-010, bearer of Identity Card 33347425-9, issued by the São Paulo State Public Safety Department, and CPF 324731878-00.
  

The Chair then put the above nominations to debate, and, subsequently, to a vote – separately, i.e. with only holders of the preferred shares participating – and they were approved by a majority of votes, with 77,663,677 votes in favor, 92,860,436 abstentions, and no votes against.

The Chair stated that, for the purposes of composition of the Audit Board, there were left out of account 203,675,889 shares, since candidates for the Audit Board to be elected by the holders of preferred shares, separately, were not included on the remote voting form.

Asking for the floor, the representative of FIA Dinâmica, for the minority of common stockholders with the right to vote, proposed the following names for the Audit Board:

Sitting member:

 

Manuel Jeremias Leite Caldas

  

– Brazilian, married, engineer, domiciled in Rio de Janeiro, RJ, at Av. Lúcio Costa 6700/1103, Barra da Tijuca, CEP 22795-900, bearer of Identity Card 284123 issued by the Air Ministry and CPF 535866207-30;

 

 

and as his substitute member,

 

Ronaldo Dias

   – Brazilian, married, accountant, domiciled in Rio de Janeiro, RJ, at Rua Maxwell 452/704, Vila Isabel, CEP 20541-100, bearer of Identity Card 2201087-0 issued by the Rio de Janeiro State Traffic Department (Detran), and CPF 221285307-68.
  

Asking for the floor, the representative of the stockholder BNDESPar, also for the minority of common stockholders with the right to vote, proposed the following appointments to the Audit Board:

 

 

  

 

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.

 

73


LOGO

 

 

 

As sitting member:

 

Cláudio Morais Machado    – Brazilian, married, accountant, domiciled in Porto Alegre, RS, at Rua General Rondon 411, Assunção, CEP 91900-120, bearer of Identity Card 9002545292, issued by the Public Safety Department of the State of Rio Grande do Sul, and CPF 070068530-87;
      

 

and as his substitute member,

 

Carlos Roberto de Albuquerque Sá

   – Brazilian, divorced, engineer, domiciled in São Paulo, SP, at Alameda Jauaperi 755/132, Moema, CEP 04523-013, bearer of Identity Card 2321952, issued by the Felix Pacheco Institute of Rio de Janeiro and CPF 212107217-91.
      

The above nominations were put to debate, and, subsequently, to a vote, separately, by the minority of holders of voting shares, and the nominations of the representative of the stockholder BNDESPar received 54,342,992 votes in favor, while the nominations of the representative of FIA Dinâmica received 42,431.983 votes, there having been counted in relation to these nominations 37,931,075 abstentions, and no votes against.

The Chair then stated that the nomination by the majority stockholder of members of the Audit Board was at this time not successful, due to the provision in CVM Official Letter 227/2018/CVM/SEP/GEA-1, of June 7, 2018, which states a decision by the CVM that the prohibitions established by Article 17, §2, of Law 13303/2016, are applicable also to candidates to the Audit Board of public companies and mixed-economy companies.

For this reason, the representative of the stockholder The State of Minas Gerais stated that the majority stockholder will proceed to a re-composition of the Audit Board at another time in the future.

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 be aware of, obey and comply with the principles, ethical values and rules established by the Code of Professional Conduct of Companhia Energética de Minas Gerais – Cemig, and the Code of Ethical Conduct of Government Workers and Senior Administration of the State of Minas Gerais.

The Chair noted that their taking office is conditional upon presentation of the statements contained in the relevant federal and state legislation.

The meeting being opened to the floor, since no-one else wished to speak, the Chair ordered the session suspended for the time necessary for the writing of these 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 unanimously, that is to say by 387,300,267 votes, 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.

 

  

 

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.

 

74


 

MARKET ANNOUNCEMENT DATED JUNE 12, 2018: CHANGES TO THE BY-LAWS – ENHANCING CORPORATE GOVERNANCE

 

 

75


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET ANNOUNCEMENT

Changes to the by-laws – enhancing corporate governance

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, the CVM (the Brazilian Securities Commission) and the São Paulo stock exchange (B3) as follows:

The Extraordinary General Meeting of Stockholders of Cemig held on June 11, approved alteration of the Company’s by-laws, to formalize best practices in corporate governance, and provide formal compliance with Law 13306/2016 (the ‘State Companies Law’).

The improvements now formally incorporated in the by-laws include:

 

    Reduction of the number of members of the Board of Directors from 15 to 9 – reflecting the Best Corporate Governance Practices Code of the Brazilian Corporate Governance Institute (Instituto Brasileiro de Governança Corporativa, IBGC), and the Corporate Sustainability Assessment Manual of the Dow Jones Sustainability Index.

 

    Creation of the Audit Committee (Comitê de Auditoria). The Audit Board (Conselho Fiscal) remains in existence.

 

    The Eligibility and Assessment Policy for appointments to the Board of Directors or Executive Board of subsidiaries or affiliated companies.

 

    The Related Party Transactions Policy.

 

    Formal designation for the Board of Directors to ensure implementation of and supervision of the Company’s systems of risks and internal controls.

 

    Optional power for the Executive Board to expand technical committees on which members are career employees and which have autonomy to make decisions on specific subjects.

 

    The CEO to be responsible for directing compliance and corporate risk management.

 

    Greater emphasis on the company’s control functions: internal audit, compliance, and corporate risk management.

 

    Adoption of an arbitration chamber for resolution of any disputes between the company, its stockholders, managers, and/or members of the Audit Board.

These changes to the by-laws show the commitment of the controlling and minority stockholders to enhancement of the process of management and corporate governance practices, as a means of ensuring Cemig’s sustainability and profitability in the long term.

Belo Horizonte, June 12, 2018.

Maurício Fernandes Leonardo Júnior

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.

 

76


 

SUMMARY OF THE PRINCIPAL DISCUSSIONS OF THE 736TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 12, 2018

 

 

77


LOGO

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE

 

BOARD OF DIRECTORS

 

Meeting of June 12, 2018

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 736th meeting, held on June 12, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

1. Reelection of the Chair and Deputy Chair of the Board of Directors:

Mr. Adézio de Almeida Lima reelected as Chair,

and Mr. Marco Antônio Soares da Cunha Castello Branco as Deputy Chair,

to serve the new period of office arising from the changes in the by-laws.

2. Election of the members of the Audit Committee:

Mr. José Pais Rangel,

Mr. Pedro Carlos de Mello,

and Mr. Gilberto José Cardoso.

3. Reelection of the members of the Executive Board to serve the new period of office arising from the changes in the by-laws:

 

CEO:   Bernardo Afonso Salomão de Alvarenga
Deputy CEO:   Luiz Humberto Fernandes
Chief Trading Officer:   Dimas Costa
Chief Officer for Management of Holdings:   Daniel Faria Costa
Chief Distribution and Sales Officer (interim):   Ronaldo Gomes de Abreu
Chief Finance and Investor Relations Officer:   Maurício Fernandes Leonardo Júnior
Chief Generation and Transmission Officer:   Franklin Moreira Gonçalves
Chief Corporate Management Officer:   José de Araújo Lins Neto
Chief Officers for Human Resources and Relations:   Maura Galuppo Botelho Martins
Chief Officer for Institutional Relations and Communications:   Thiago de Azevedo Camargo
Chief Counsel:   Luciano de Araújo Ferraz

 

  

 

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.

 

78


 

SUMMARY OF THE PRINCIPAL DISCUSSIONS OF THE 737TH MEETING OF THE BOARD OF DIRECTORS HELD ON JUNE 19, 2018

 

 

79


LOGO

 

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of June 19, 2018

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 737th meeting, held on June 19, 2018, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

  1. Nomination of Managers for companies of the “Cemig Group”.

 

  2. Orientation of vote in meetings of Taesa.

 

  3. Convocation of an Extraordinary General Meeting of Stockholders, to be held on July 23, 2018 at 10 a.m., on the subject of change in the membership of the Audit Board.

 

  4. Changes in composition of the Executive Board:

 

  a) Change in the Chief Counsel.

 

  b) Election of Ms. Neila Maria Barreto Leal as Chief Counsel, to serve the rest of the current period of office.

The members of the Executive Board are now as follows:

 

Chief Executive Officer:

   Bernardo Afonso Salomão de Alvarenga

Deputy CEO:

   Luiz Humberto Fernandes

Chief Trading Officer:

   Dimas Costa

Chief Distribution and Sales Officer (interim):

   Ronaldo Gomes de Abreu

Chief Finance and Investor Relations Officer:

   Maurício Fernandes Leonardo Júnior

Chief Generation and Transmission Officer:

   Franklin Moreira Gonçalves

Chief Officer for Management of Holdings:

   Daniel Faria Costa

Chief Officer for Human Relations:

   Maura Galuppo Botelho Martins

Chief Corporate Management Officer:

   José de Araújo Lins Neto

Chief Institutional Relations and Communication Officer:

   Thiago de Azevedo Camargo

Chief Counsel:

   Neila Maria Barreto Leal.

 

  

 

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.

 

80


 

MARKET NOTICE DATED JUNE 19, 2018: REPLY TO CVM INQUIRY LETTER 232/2018/CVM/SEP/GEA-1

 

 

81


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MARKET NOTICE

Reply to CVM Inquiry Letter 232/2018/CVM/SEP/GEA-1

Question asked by the Brazilian Securities Commission (CVM)

Rio de Janeiro, Tuesday, June 12, 2018.

Mr. Maurício Fernandes Leonardo Júnior

Investor Relations Director

CIA ENERGETICA DE MINAS GERAIS – CEMIG

Av. Barbacena 1200 – 5th floor, B1 Wing, Santo Agostinho

Belo Horizonte, MG

CEP: 30.190-131

Fax: (31) 3506-5026 /Telephone: (31) 3506-5024

Email: ri@cemig.com.br

cc:                emissores@b3.com.br

 

Subject:    Request for information – Reiteration of requirement
   Official Letter 198/ 2018-CVM/SEP/GEA-1.

 

“Dear Sir,

1     We refer to the Market Announcement published by the Issuer on May 14, 2018, in response to the above-mentioned Official Letter, which requests explanations about a news report in the Estadão Online news medium, under the heading:

“Santo Antônio Hydroelectric Plant declares ‘imminent risk of financial failure’.

2     On this subject, the Issuer alleged in the said correspondence that it did not see any reason for disclosure additional to, or concomitant with, the Material Announcement or Market Announcement, because it considered the explanations published by Santo Antônio Energia S.A. on the subject to be sufficient.

3     However, in view of the significant scale of the investment for the Issuer, bearing in mind that it is larger than the net profit of Cemig in the business year ended December 31, 2017[1], we reiterate the requirements contained in that Official Letter.

4     Thus, we now once again request the need for statement by the company on the reasons why it opted not to publish a Material Announcement in relation to the question under discussion, and also commentaries on other information considered important on the subject, especially in relation to the possible impacts of losses relating to the investments in Santo Antônio Energia S.A. on the Issuer’s position in terms of equity and financial situation.

5.     This statement must be given through the Empresa.NET system, in the category: Market notice; Sub-category: Responses to consultations by CVM/B3; Subject: Media News Report; and should include a transcription of this Official Letter.

 

 

  

 

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.

 

82


LOGO

 

 

 

6     We warn you that, by order of our Company Relations Supervision Management, using its legal powers under Sub-item II of Article 9 of Law No. 6385/1976 and CVM Instruction 452/07, a coercive fine of R$ 1,000 (one thousand Reais) is applicable, without prejudice to other administrative sanctions, for non-compliance with the requirement contained in this Official Letter, which is sent exclusively by e-mail, by June 13, 2018, notwithstanding the provisions of §1 of Article 6 of CVM Instruction 358/02.”

Reply by CEMIG

Dear Ms. Nilza Maria Silva de Oliveira,

In response to Official Letter 232/2018/CVM/SEP/GEA-1, Cemig (Companhia Energética de Minas Gerais) (‘Cemig’ or ‘the Company’) provides the following additional statements in relation to the requirements contained in Official Letter 198/2018-CVM/SEP/GEA-1.

At the time, through our Market Announcement in response to Official Letter 198/2018-CVM/SEP/GEA-1, we informed you that after the responses published by Santo Antônio Energia S.A. (‘SAE’) itself on the media report published by the Estado on May 9, 2018, we saw no reason, under CVM Instruction 358/2002, that would justify disclosure, by the Company, of information concomitant with or additional to the Material Announcement published by SAE.

On this point, it should be noted that the debts of SAE, which are the subject of a Court action in the judiciary, are still under discussion and are susceptible to negotiation and potential agreement for payment by instalments, and that this was stated in the Material Announcement published by SAE on May 10, 2018, which was attached to our previous response:

“Santo Antônio Energia S.A. (‘SAE’ or ‘the Company’), in accordance with CVM Instruction 358 of January 3, 2002 as amended, and in reference to the Material Announcements published on April 17, 20 and 24, 2018, and the report published on May 9 in the O Estado de S. Paulo newspaper (“Santo Antônio Hydroelectric Plant declares ‘imminent risk of financial failure”), hereby advises the market as follows:

As has already been stated in the above-mentioned Material Announcements, the Company has applied to the Courts to re-establish the effects of the interim injunction previously granted by the regional Federal Court of Brasília, in relation to the criteria for calculation of the Availability Factor of the Santo Antônio hydroelectric plant, which was also given in the Higher Appeal Court (‘STJ’), to the case records of which the item in the Estado de S. Paulo refers. Notwithstanding such measures, and in compliance with Aneel Dispatch 946/2018 and based on the decision in favor given by its Board of Directors, the Company, on May 9, 2018, formalized a proposal to Aneel for payment by installments of the debit relating to the calculation of the Availability Factor (Fator de Disponibilidade – FID) of the Santo Antônio Hydroelectric Plant. The Company continues to honor all its financial, legal and contractual obligations. SAE will continue to keep its stockholders and the market duly informed on the progress of and the results arising from these matters.”

In light of these facts, in relation to the Company’s investment in SAE being of an amount higher than Cemig’s net profit in the business year ended December 31, 2017, at the time we did not see a situation of risk capable of impacting the investments made by the Company in SAE, since SAE is taking the necessary, adequate and appropriate judicial and administrative measures to mitigate any risks that may occur.

 

 

  

 

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.

 

83


LOGO

 

 

 

And, indeed, SAE subsequently gave further explanation on the question, in its Market Announcement published on May 11, 2018:

“The media report referred to makes reference to the passage in the writ filed by the Company in the action for Suspension of Mandamus currently before the Higher Appeal Court, which was extracted out of its context and which cannot be interpreted in isolation. This being so, any mention of “risk” in the said writ should be interpreted in the specific context of the related Court action which, because its objective is to obtain an injunction to suspend the Company’s debt, highlighted the urgency and importance of the subject, not dealing with (nor could it) other alternatives for resolution of the debit referred to, such as normal business negotiations, which are in progress, with Aneel. Therefore, the general “risk” of the Company must be analyzed based on the ample and wide-ranging information regularly provided by the Company’s Management, as per the Material Announcements referred to above, and in no event based on partial extracts made from isolated legal proceedings, based on the Media. Finally, the Company notes that it continues to comply with all its financial, legal and contractual obligations, and also awaits developments resulting from the proposal presented to Aneel, and from a legal action currently in progress, to provide the basis of its next decisions on the subject and on the continuing compliance with its obligations.”

We also highlight that there was no atypical movement in the share prices of the Company trading on the exchange in the days subsequent to the publication of the media report and publication of the Material Announcements and Market Announcements by SAE and by the Company.

Solely for the purposes of information, we remind you that in the Company’s financial statements for the first quarter of 2018 the subject was included through Explanatory Note 15 – Investment – at Page 43, as follows:

“ Investment in the Santo Antônio plant through Madeira Energia S.A. (‘Mesa’) and FIP Melbourne The FID (Availability Factor)

On July 31, 2015, the Regional Federal Appeal Court accepted the request by Santo Antônio Energia S.A. (‘SAE’ – a subsidiary of the investee Madeira Energia S.A.) for interim relief on appeal. This relief suspended the application of the Availability Factor (FID) related to the generating units of the Santo Antônio hydroelectric plant not dispatched by the National System Operator (ONS). This decision, which had ordered Aneel and the CCEE to adopt the necessary procedures to make that decision effective in the CCEE’s accounting and settlement, was suspended by the Higher Appeal Court (STJ), and after an unfavorable decision against SAESA in a constitutional appeal to the Supreme Federal Court (STF), the suspension was maintained. On March 31, 2018, SAE had an amount accrued as current liabilities of R$ 691,464, representing the effect of the application of the FID in that claim. SAESA expects and will make its best efforts to re-establish the effects of the interim injunction until final court decision. On April 24, 2018, in an Extraordinary Meeting, Aneel granted interim relief in the administrative application presented by SAE on April 19, 2018, for suspension of the payment of guarantees required by CCEE, and also the related financial settlement, in relation to the calculation of the availability factor (FID) of the Santo Antônio hydroelectric plant, in which the payment expired on that date. After receiving the CCEE notification and recalculation of the debit relating to the FID, SAE will present to Aneel a proposal for resolution of it, which should be previously approved by its Board of Directors.

Finally, we report the following new developments from the discussions in relation to the FID of SAE:

On April 27, 2018, the CCEE advised a new amount for the debit, namely R$ 724,808,282.61.

On May 9, 2018, SAE presented to Aneel a proposal for payment by instalments of the debit relating to the calculation of the FID for the Santo Antônio hydroelectric plant which would be in line with its capacity for payment.

On May 22, 2018, in an Ordinary Public Meeting, Aneel, by its Dispatch 1146/2018, did not accept the proposal for payment of the debit presented by Santo Antônio Energia S.A., and ordered the Company to present a new proposal for payment of the debit directly to the Electricity Trading Exchange (CCEE) by May 28, 2018, and authorized CCEE to analyze and decide on the proposal for payment of the debit by instalment and set the conditions for its operationalization in up to 45 (forty-five) days form publication of the Dispatch.

 

  

 

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.

 

84


LOGO

 

 

 

Complying with the period established, on May 28, 2018 SAE sent a proposal to the CCEE for payment of the debit by instalments, in such a way that the flow of payments would be compatible with the cash flow generated by the Company.

SAE continues to employ its best efforts with CCEE for acceptance of the proposal. The period for reply by CCEE is up to 45 (forty-five) days from publication of the Dispatch.

As to the possible impacts relating to the investments in SAE, we highlight that in its accounting Cemig does not consolidate the results of SAE, which is neither a subsidiary nor an affiliated company under Law 6404/76 and Law 1303/16: these amounts are recorded as gain (loss) by the equity method, and their effects are recognized and published in the Company’s quarterly information.

Any change in the situation that could have influence on the investment made by the Company in SAE will immediately be communicated by Cemig to the market in accordance with CVM Instruction 358/2002.

Please do not hesitate to contact us if you need any further explanation.

Belo Horizonte, June 19, 2018.

Maurício Fernandes Leonardo Júnior

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.

 

85


 

CONVOCATION AND PROPOSAL TO THE EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS TO BE HELD ON JULY 23, 2018 DATED JUNE 19, 2018

 

 

86


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

CNPJ 17.155.730/0001-64 – NIRE 31300040127

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

JULY 23, 2018

CONVOCATION

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on July 23, 2018 at 10 a.m., at the company’s head office, Av. Barbacena 1219, 23rd floor, Belo Horizonte, Minas Gerais, Brazil, to decide on:

 

    Election of members of the Audit Board nominated by the majority stockholder, to serve the rest of the current period of office.

Stockholders may opt to exercise their right to vote through the remote voting system, in accordance with CVM Instruction 481/2009, by sending the related Remote Voting Form via their custody agent, or the mandated bank, or directly to the Company.

Proxy votes

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 §2 of Article 10 of Clause 10 of the by-laws, by exhibiting at the time, or previously depositing at the Company’s head office, preferably by July 19, 2018, the proof of ownership of the shares, issued by the depositary financial institution, an identity document, and a power of attorney with specific powers, at Cemig’s Corporate Executive Office (Superintendência da Secretaria Geral) at Av. Barbacena 1219 – 23rd Floor, Belo Horizonte, Minas Gerais, Brazil.

Belo Horizonte, June 19, 2018.

Adézio de Almeida Lima

Chair of the Board of Directors

 

 

  

 

Av. Barbacena 1200

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

 

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

 

87


LOGO

 

 

 

PROPOSAL

by the Board of Directors

to the

ANNUAL GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON

JULY 23, 2018 AT 10 A.M.

 

    Election of the members of the Audit Board nominated by the majority stockholder, to serve the rest of the current period of office.

 

Sitting members    Substitute members
    
José Afonso Bicalho Beltrão da Silva    Helvécio Miranda Magalhães Júnior
    
Marco Antônio de Rezende Teixeira    Flávia Cristina Mendonça Faria Da Pieve
    
Camila Nunes da Cunha Pereira Paulino    Wieland Silberschneider

12.5. Information about the Member of the Audit Board:

 

Name:

   José Afonso Bicalho Beltrão da Silva

Date of birth:

   05-10-1948

Profession:

   Economist

CPF:

   098044046-72

Position:

   Sitting member

Date of election:

   23-07-2018

Date sworn in:

   23-07-2018

Period of office:

   Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:

   None.

Whether was elected by the controlling stockholder or not:

   Yes.

State whether the candidate will be an independent board member:

If yes, state the criterion used by the issuer to determine independence:

   Not applicable.

Number of consecutive periods of office:

   0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

 

 

  

 

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.

 

88


CEMIG

 

Prefecture of the City of Belo Horizonte: Secretary of Finance

– Jan. 2006 to July 2012.

PBH Ativos S.A.: CEO – March 2009 to July 2014.

Brazilian Industry, Development and Foreign Trade Ministry: Advisor     

– April 2013 to December 2014.

Brazilian Development Bank (BNDES): Advisor    

– April 2013 to December 2014.

Minas Gerais State Government: Finance Secretary

– since January 2015.

Companhia Energética de Minas Gerais, Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.: Member of the Board of Directors

– Jan. 22, 2015 to April 30, 2018.

Transmissora Aliança de Energia Elétrica S.A. (Taesa):

Member of the Board of Directors – since November 2015.

 

  i. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Companhia Energética de Minas Gerais, Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.: Member of the Board of Directors,

– Jan. 22, 2015 to April 30, 2018.

Transmissora Aliança de Energia Elétrica S.A. (Taesa):

Member of the Board of Directors – since November 2015.

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

    No

    Yes     – If yes, describe:

Subject of judgment at first instance, in 2015, given by the 4th Federal Court of Belo Horizonte, in Criminal Action No. 2008.38.00.004809-0. The Appeal lodged is currently before the Regional Federal Court of the First Region, Judicial Section, of Minas Gerais State (Case No. 004711-51.2008.4.01.3800), on the grounds of Article 106 of the Constitution of the State of Minas Gerais, which states that it is the competency of the State Appeal Court (2nd instance) to be the first initial forum of hearing and judgment of Minas Gerais State Secretaries.

 

  ii. Any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

    No

    Yes     - If yes, describe:

 

 

  

 

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.

 

89


CEMIG

 

  iii. Any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

    No.

    Yes     - If yes, describe:

12.6. For each of the people who acted as a member of the Board of Directors or the Audit Board in the last business year, state, in table format, the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.7. Please supply the information mentioned in item 12.5 in relation to the members of the committees formed under the by-laws, and also of the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not created by the Bylaws:

0%

12.8. For each of the people who acted as a member of the committees established under the by-laws, and the audit, risk, financial and remuneration committees, even if such committees are not required to exist under the bylaws, state the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a) Any other manager/s of Cemig:

    No.

    Yes    - If yes, describe the relationship:                

 

  b) Any manager/s of any company/ies directly or indirectly controlled by Cemig:

    No    

    Yes     – If yes, describe the relationship and the controlled company:

 

  c) Any administrator/s of the State of Minas Gerais:

    No    

    Yes     – If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

 

  

 

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.

 

90


CEMIG

 

  b. With the State of Minas Gerais;

    No

    Yes – If yes, describe the relationship:

Minas Gerais State Government: Finance Secretary – since January 2015.

 

  c.– and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

    No

    Yes    – If yes, describe the relationship and the company/ies:

Transmissora Aliança de Energia Elétrica S.A. (Taesa):

Member of the Board of Directors – since November 2015.

Parati S.A. – Participações em Ativos de Energia Elétrica:

Member of the Board of Directors – since March 2015.

12.5. Information about the Member of the Audit Board:

 

Name:

   Marco Antônio de Rezende Teixeira

Date of birth:

   23-09-1956

Profession:

   Lawyer

CPF:

   371.515.926-04

Position:

   Sitting member

Date of election:

   23-07-2018

Date sworn in:

   23-07-2018

Period of office:

   Until the Annual General Meeting to be held in 2020.

Whether elected by the controlling stockholder:

   Yes.

State whether the candidate will be an independent board member:

If yes, state the criterion used by the issuer to determine independence:

   Not applicable.

Number of consecutive periods of office:

   0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

CBTU (Brazilian Urban Trains Company): Counsel

– Since June 1983 (seconded to municipality of Belo Horizonte since 1993).

 

 

  

 

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.

 

91


CEMIG

 

Municipality of Belo Horizonte: Procurator-General

– 1997 to 2012.

Rezende Teixeira Sociedade de Advogados: Managing Partner

– 2012 to 2015.

MOP Assessoria Empresarial Ltda: Managing Partner

– 2012 to 2014.

State Secretary – January 2015.

Cemig, Cemig D and Cemig GT: Member of the Board of Directors

– January 2015 to April 2018.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Cemig, Cemig D and Cemig GT: Member of the Board of Directors

– January 2015 to April 2018.

 

a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

     No

    Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

    No    

    Yes     - If yes, describe:                

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

    No.

    Yes     - If yes, describe:

12.6. For each of the people who acted as a member of the Board of Directors or the Audit Board in the last business year, state, in table format, the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.7. Please supply the information mentioned in item 12.5 in relation to the members of the committees formed under the by-laws, and also of the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not created by the Bylaws:

0%

 

 

  

 

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.

 

92


CEMIG

 

12.8. For each of the people who acted as a member of the committees established under the by-laws, and the audit, risk, financial and remuneration committees, even if such committees are not required to exist under the bylaws, state the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a) Any other manager/s of Cemig:

    No.

    Yes    - If yes, describe the relationship:                

 

  b) Any manager/s of any company/ies directly or indirectly controlled by Cemig:

    No    

    Yes     – If yes, describe the relationship and the controlled company:

 

  c) Any administrator/s of the State of Minas Gerais:

    No    

    Yes     - If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

    No

    Yes    – If yes, describe the relationship:

State Secretary, Minas Gerais    

 

  c.– and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

  

 

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.

 

93


CEMIG

 

12.5. Information about the Member of the Audit Board:

 

Name:

   Camila Nunes da Cunha Pereira Paulino

Date of birth:

   09-08-1982

Profession:

   Public Relations

CPF:

   053.194.916-89

Position:

   Sitting member

Date of election:

   23-07-2018

Date sworn in:

   23-07-2018

Period of office:

   Until the Annual General Meeting to be held in 2020.

Whether was elected by the controlling stockholder or not:

   Yes.

State whether the candidate will be an independent board member:

   Not applicable.

If yes, state the criterion used by the issuer to determine independence:

  

Number of consecutive periods of office:

   0

Please supply:

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are (i) Cemig companies, or (ii) companies of parties directly or indirectly holding at least 5% of the Common (ON) or preferred (PN) shares in Cemig.

Companhia Energética de Minas Gerais, Cemig Distribuição S.A. and

Cemig Geração e Transmissão S.A.: Member, Audit Board

– May 12, 2017 to April 30, 2018.

Copanor, Minas Gerais: Adviser to the CEO’s office – since September 2016:

Activities: Improvement of management processes – SAP; internal communication; planning and structuring of technology projects; analysis of impacts; support and organization of training for improvements in the SAP system.

Copasa, MG: Work via Indra consultancy company

– September 2009 to September 2016.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Copanor, MG: Adviser to the CEO’s office.

Companhia Energética de Minas Gerais, Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.: Member, Audit Board

– May 12, 2017 to April 30, 2018.

 

 

  

 

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.

 

94


CEMIG

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

    No

    Yes     - If yes, describe:                

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

    No    

    Yes     - If yes, describe:                

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

    No

    Yes     - If yes, describe:

12.6. For each of the people who acted as a member of the Board of Directors or the Audit Board in the last business year, state, in table format, the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.7. Please supply the information mentioned in item 12.5 in relation to the members of the committees formed under the by-laws, and also of the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not created by the Bylaws:

0%

12.8. For each of the people who acted as a member of the committees established under the by-laws, and the audit, risk, financial and remuneration committees, even if such committees are not required to exist under the bylaws, state the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

    No

    Yes    - If yes, describe the relationship:

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

    No    

    Yes     – If yes, describe the relationship and the controlled company:

 

  

 

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.

 

95


CEMIG

 

  c. Any administrator/s of the State of Minas Gerais:

    No    

    Yes     – If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company(ies) directly or indirectly controlled by Cemig:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

  b. With the State of Minas Gerais:

    No    

    Yes    – If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

12.5. Information about the Member of the Audit Board:

 

Name:

   Helvécio Miranda Magalhães Júnior

Date of birth:

   28-05-1963

Profession:

   Doctor

CPF:

   561.966.446-53

Position:

   Substitute member

Date of election:

   23-07-2018

Date sworn in:

   23-07-2018

Period of office:

   Until the Annual General Meeting to be held in 2020.

Whether was elected by the controlling stockholder or not:

   Yes.

State whether the candidate will be an independent board member:

   Not applicable.

If yes, state the criterion used by the issuer to determine independence:

  

Number of consecutive periods of office:

   0

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

 

 

  

 

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.

 

96


CEMIG

 

Brazilian Health Ministry: Secretary for Healthcare

– 2011 to 2014.

Minas Gerais State:

State Secretary for Planning and Management;

Prodemge – Chair of the Board of Directors;

BDMG – Chair of the Board of Directors.

Companhia Energética de Minas Gerais, Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.: Member of the Board of Directors

– January 22, 2015 to April 30, 2018.

Parati S.A. – Participações em Ativos de Energia Elétrica (‘Parati’):

Member of the Board of Directors – April 30, 2015 to October 31, 2016.

Rio Minas Energia Participações S.A. (‘RME’):

Member of the Board of Directors – since October 31, 2016.

Luce Empreendimentos e Participações S.A. (Lepsa):

Member of the Board of Directors – October 31, 2016 to December 29, 2017.

Transmissora Aliança de Energia Elétrica S.A. (‘Taesa’): Member, Audit Board

– since April 26, 2018.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Companhia Energética de Minas Gerais, Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.: Member of the Board of Directors

– January 22, 2015 to April 30, 2018.

Transmissora Aliança de Energia Elétrica S.A. (‘Taesa’): Member of Audit Board

– since April 26, 2018.

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

    No

    Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

    No    

    Yes     - If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

    No.

    Yes     - If yes, describe:

 

 

  

 

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.

 

97


CEMIG

 

12.6. For each of the people who acted as a member of the Board of Directors or the Audit Board in the last business year, state, in table format, the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.7. Please supply the information mentioned in item 12.5 in relation to the members of the committees formed under the by-laws, and also of the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not created by the Bylaws:

0%

12.8. For each of the people who acted as a member of the committees established under the by-laws, and the audit, risk, financial and remuneration committees, even if such committees are not required to exist under the bylaws, state the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

    No.

    Yes    - If yes, describe the relationship:

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

    No    

    Yes     – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

    No    

    Yes     - If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

    No

    Yes – If yes, describe the relationship and the company/ies:

Parati S.A. – Member of the Board of Directors.

 

  b. with the State of Minas Gerais;

    No

    Yes     – If yes, describe:

Minas Gerais State – State Secretary for Planning and Management;

Prodemge – Chair of the Board of Directors;

BDMG – Chair of the Board of Directors.

 

 

  

 

Av. Barbacena 1200

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

 

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

 

98


CEMIG

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

12.5. Information about the Member of the Audit Board:

 

Name:

   Flávia Cristina Mendonça Faria Da Pieve

Date of birth:

   26-02-1976

Profession:

   Lawyer

CPF:

   037.964.286-73

Position:

   Substitute member

Date of election:

   23-07-2018

Date sworn in:

   23-07-2018

Period of office:

   Until the Annual General Meeting to be held in 2020.

Other positions or functions held or exercised in the Company:

   None.

Whether was elected by the controlling stockholder or not:

   Yes

Whether was elected by the controlling stockholder or not:

   Yes.

State whether the candidate will be an independent board member:

   Not applicable.

If yes, state the criterion used by the issuer to determine independence:

  

Number of consecutive periods of office:

   0

Please supply:

  a. Summary CV, containing:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are (i) Cemig companies, or (ii) companies of parties directly or indirectly holding at least 5% of the Common (ON) or preferred (PN) shares in Cemig.

Minas Gerais State:

Assistant State Secretary for the Governor’s Political Office – since January 2017;

Cemig, Cemig D and Cemig GT: Member of Audit Board – May 2017 to April 2018;

MGI: Member of the Board of Directors – April 2017 to April 2018;

Copasa: Member of the Audit Board – since April 2018.

Municipality of Belo Horizonte:

Auditor-general; coordinator of auditors – May 2014 to December 2016;

Acting Deputy Procurator-General – December 2012 to October 2013;

Procurator-General’s Office: Manager External Control Activities Office

– July 2012 to May 2014;

Office of the Procurator-General: Legal Adviser – February 2009 to July 2012.

 

  

 

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.

 

99


CEMIG

 

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

Cemig, Cemig D and Cemig GT: Member, Audit Board – May 2017 to April 2018;

MGI: Member of the Audit Board – April 2017 to April 2018.

Copasa: Member of the Audit Board – since April 2018.

 

  b. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

    No

    Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

    No    

    Yes     - If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

    No.

    Yes     - If yes, describe:

12.6. For each of the people who acted as a member of the Board of Directors or the Audit Board in the last business year, state, in table format, the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.7. Please supply the information mentioned in item 12.5 in relation to the members of the committees formed under the by-laws, and also of the audit committee, the risk committee, the finance committee and the remuneration committee, even if such committees or structures are not created by the Bylaws:

0%

12.8. For each of the people who acted as a member of the committees established under the by-laws, and the audit, risk, financial and remuneration committees, even if such committees are not required to exist under the bylaws, state the percentage of participation in meetings held by each body in the period, subsequent to being sworn into the position.

0%

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

    No.

    Yes    - If yes, describe the relationship:

 

  

 

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.

 

100


CEMIG

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

    No    

    Yes     – If yes, describe the relationship and the controlled company:

 

  c. Any administrator/s of the State of Minas Gerais:

    No    

    Yes     - If yes, describe:

12.10. State whether, in 2015, 2016 and/or 2017 the candidate had any relationship of subordination with:

 

  a. Any company(ies) directly or indirectly controlled by Cemig:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

  b. With the State of Minas Gerais:

    No    

    Yes    - If yes, describe the relationship:

 

  c. and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

12.5. Information about the Member of the Audit Board:

 

Name:

   Wieland Silberschneider

Profession:

   Economist

CPF:

   451.960.796-53

Date of birth:

   03-11-1960

Position:

   Substitute member

Date of election:

   23-07-2018

Date sworn in:

   23-07-2018

Period of office:

   Until the Annual General Meeting to be held in 2020.

Whether was elected by the controlling stockholder or not:

   Yes.

State whether the candidate will be an independent board member:

   Not applicable.

If yes, state the criterion used by the issuer to determine independence:

  

Number of consecutive periods of office:

   0

 

 

  

 

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.

 

101


CEMIG

 

Please supply:

 

  i. Principal professional experience in the last 5 years, indicating:

 

    name of company;

 

    positions and functions inherent to the position;

 

    principal activity of the company in which such experiences took place, highlighting the companies or organizations that are part of the same economic group as (i) the Company, or (ii) any of its partners directly or indirectly holding 5% or more of any of the classes or types of shares in the Company.

Minas Gerais State Department of Finance: State Revenue Tax Auditor –

– since January 2005.

Abrinq Foundation for Children’s Rights: Program consultant

– since January 2005.

 

  ii. Indication of all the management posts that the person occupies or has occupied in companies registered with the CVM.

 

  a. Description of any of the following events that have taken place in the last 5 years:

 

  i. any criminal conviction;

    No

    Yes     - If yes, describe:

 

  ii. any guilty judgment in an administrative proceeding of the CVM, and penalties applied:

    No    

    Yes     - If yes, describe:

 

  iii. any court or administrative judgment against which there is no further appeal which has suspended or disqualified the person from carrying out any professional or commercial activity.

    No.

    Yes     - If yes, describe:

12.9. State whether the candidate has a conjugal relationship, stable union or family relationship up to the second degree with:

 

  a. Any other manager/s of Cemig:

    No.

    Yes    - If yes, describe the relationship:

 

  b. Any manager/s of any company/ies directly or indirectly controlled by Cemig:

    No    

    Yes     – If yes, describe the relationship and the controlled company:

 

 

  

 

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.

 

102


CEMIG

 

  c. Any administrator/s of the State of Minas Gerais:

    No    

    Yes     - If yes, describe:

12.10. State whether, in 2013, 2014, and/or 2015 the candidate had any relationship of subordination with:

 

  a. Any company directly or indirectly controlled by Cemig:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

  b. with the State of Minas Gerais;

    No    

    Yes    - If yes, describe the relationship:

 

  c. – and, if material, with any supplier, client, debtor or creditor of Cemig, or of any of its subsidiaries, or of the State of Minas Gerais, or of any parent company or subsidiary of any of these:

    No    

    Yes    – If yes, describe the relationship and the company/ies:

 

103


 

MATERIAL ANNOUNCEMENT DATED JULY 2, 2018: CEMIG D APPEALS ANEEL INFRINGEMENT NOTICE

 

 

104


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MATERIAL ANNOUNCEMENT

Cemig D appeals Aneel infringement notice

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

Today the Brazilian electricity regulator, Aneel, posted on its website its Infringement Notice 0018/2018 – SFE, advising of the opening of administrative proceedings against Cemig Distribuição S.A. (‘Cemig D’), for alleged non-compliance in calculation of the service outage indicators DEC (duration) and FEC (frequency) for the year 2016.

The notice orders Cemig to recalculate these two indicators, and applies a fine totaling R$ 12,495,000.80 (twelve million, four hundred ninety five thousand Reais and eighty centavos), with deadline for compliance 30 days after final judgment in any administrative appeal.

Cemig will lodge an administrative appeal, since it believes that it calculates the DEC and FEC indicators correctly.

Belo Horizonte, July 2, 2018.

Maurício Fernandes Leonardo Júnior

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.

 

105


 

MATERIAL ANNOUNCEMENT DATED JULY 9, 2018: CHANGE IN TIMETABLE FOR DISPOSAL OF TELECOM ASSETS

 

 

106


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MATERIAL ANNOUNCEMENT

Change in timetable for disposal of telecom assets

Complementing the Material Announcement published on May 25, 2018, Cemig (Companhia Energética de Minas Gerais, listed in São Paulo, New York and Madrid), in compliance with CVM Instruction 358 of January 3, 2002 as amended, hereby reports to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3) and the market as follows:

Cemig has changed the timetable specified in Tender Announcement No. 500-Y12121, for the competitive tender offering disposal of telecommunications assets and assignment of the contractual position in the contracts associated with these assets.

The purpose of the change of timetable is to give more time for parties interested in the tender to evaluate the extensive documentation made available in the Data Room, ensuring preparation of the most appropriate and competitive economic proposals.

Among other changes, the date of the Public Session has been changed from July 25, 2018 to August 8, 2018.

The new timetable is on Cemig’s Procurement Site: http://compras.cemig.com.br/.

Belo Horizonte, July 9, 2018.

Maurício Fernandes Leonardo Júnior

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.

 

107


 

 

MATERIAL ANNOUNCEMENT DATED JULY 12, 2018: ADDITIONAL ISSUE OF EUROBONDS BY CEMIG GT

 

 

108


LOGO

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127

MATERIAL ANNOUNCEMENT

Additional issue of Eurobonds by Cemig GT

Cemig (Companhia Energética de Minas Gerais, listed in São Paulo, New York and Madrid), in compliance with CVM Instruction 358 of January 3, 2002 as amended, hereby reports to the Brazilian Securities Commission (CVM), the São Paulo Stock Exchange (B3) and the market as follows:

On today’s date Cemig’s wholly-owned subsidiary Cemig Geração e Transmissão S.A. (“Cemig GT”) completed the pricing of an additional tranche of US$500,000,000.00 (five hundred million dollars) resulting from re-opening of the Eurobond issue originally placed on December 5, 2017.

This additional issue was priced at a yield of 9.14% p.a., with maturity, in 2024, on the same date as the rest of the issue. Settlement will be on July 18, 2018.

This issue is aligned with Cemig’s strategy of lengthening of its debt profile and reduction of financial expenses: the proceeds of this new tranche of this issue will be used for payment of debt maturing in the coming months. Also, Cemig expects that, depending on market conditions on the settlement date, the final cost of this issue, after an exchange rate hedge, will be lower than the average cost of the debts that will be settled with these proceeds.

The initial demand for this additional transaction exceeded US$1 billion, i.e. more than twice the volume offered by the Company. This fact once again demonstrates the confidence of the investor market in Cemig’s management, strategy and fundamentals.

Belo Horizonte, July 12, 2018.

Maurício Fernandes Leonardo Júnior

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.

 

109


 

FIRST QUARTER 2018 RESULTS

 

 

110


LOGO

 

CONTENTS

 

STATEMENTS OF FINANCIAL POSITION

     112  

STATEMENTS OF INCOME

     114  

STATEMENTS OF COMPREHENSIVE INCOME

     115  

STATEMENTS OF CHANGES IN EQUITY

     116  

STATEMENTS OF CASH FLOWS

     118  

STATEMENTS OF ADDED VALUE

     120  

 

 

CONDENSED NOTES TO THE INTERIM FINANCIAL INFORMATION

     121  

1.

 

OPERATING CONTEXT

     121  

2.

 

BASIS OF PREPARATION

     122  

3.

 

PRINCIPLES OF CONSOLIDATION

     127  

4.

 

CONCESSIONS AND AUTHORIZATIONS

     128  

5.

 

CASH AND CASH EQUIVALENTS

     129  

6.

 

SECURITIES

     129  

7.

 

CUSTOMERS, TRADERS AND POWER TRANSPORT CONCESSION HOLDERS

     130  

8.

 

RECOVERABLE TAXES

     132  

9.

 

INCOME AND SOCIAL CONTRIBUTION TAXES

     132  

10.

 

RESTRICTED CASH

     134  

11.

 

ACCOUNTS RECEIVABLE FROM THE STATE OF MINAS GERAIS

     134  

12.

 

ESCROW DEPOSITS

     135  

13.

 

REIMBURSEMENT OF TARIFF SUBSIDIES

     136  

14.

 

CONCESSION FINANCIAL ASSETS AND LIABILITIES

     136  

15.

 

INVESTMENTS

     143  

16.

 

PROPERTY, PLANT AND EQUIPMENT

     152  

17.

 

INTANGIBLE ASSETS

     154  

18.

 

SUPPLIERS

     156  

19.

 

TAXES PAYABLE, INCOME TAX AND SOCIAL CONTRIBUTION TAX AND AMOUNTS TO BE REIMBURSED TO CUSTOMERS

     156  

20.

 

LOANS, FINANCINGS AND DEBENTURES

     158  

21.

 

REGULATORY CHARGES

     163  

22.

 

POST-RETIREMENT OBLIGATION

     163  

23.

 

PROVISIONS

     165  

24.

 

EQUITY AND REMUNERATION TO SHAREHOLDERS

     171  

25.

 

REVENUE

     173  

26.

 

OPERATING COSTS AND EXPENSES

     176  

27.

 

FINANCE INCOME AND EXPENSES

     179  

28.

 

RELATED PARTY TRANSACTIONS

     180  

29.

 

FINANCIAL INSTRUMENTS AND RISK MANAGEMENT

     184  

30.

 

MEASUREMENT AT FAIR VALUE

     195  

31.

 

OPERATING SEGMENTS

     198  

32.

 

NON-CASH TRANSACTIONS

     201  

33.

 

SUBSEQUENT EVENTS

     201  

 

CONSOLIDATED RESULTS

     202  

 

OTHER INFORMATION THAT THE COMPANY BELIEVES TO BE MATERIAL

     208  

 

Report on the review of interim information—ITR

     214  

 

111


LOGO

 

STATEMENTS OF FINANCIAL POSITION

AS OF MARCH 31, 2018 AND DECEMBER 31, 2017

ASSETS

(Thousands of Brazilian Reais)

 

     Note      Consolidated      Holding Company  
      03/31/2018      12/31/2017      03/31/2018      12/31/2017  

CURRENT

              

Cash and cash equivalents

     5        422,328        1,030,257        21,030        38,672  

Securities

     6        438,513        1,058,384        20,256        63,960  

Customers and traders and Concession holders – Transport of electricity

     7        3,399,760        3,885,392        17,809        —    

Concession financial assets

     14        1,020,131        847,877        —          —    

Recoverable taxes

     8        159,070        173,790        6,052        43  

Income and social contribution tax recoverable

     9a        289,289        339,574        23,447        19,722  

Dividends receivable

        68,938        76,893        378,673        603,049  

Restricted cash

     10        108,197        106,227        89,556        87,872  

Inventories

        35,186        38,134        10        10  

Advances to suppliers

     28        127,528        116,050        —          —    

Accounts receivable from the State of Minas Gerais

     11        238,869        235,018        238,869        235,018  

Reimbursement of tariff subsidies

     13        76,731        77,086        —          —    

Low-income subscriber subsidy

        27,043        26,660        —          —    

Derivative financial instruments – Swaps

     29        8,231        —          —          —    

Other

        493,295        525,961        12,226        10,473  
     

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL, CURRENT

        6,913,109        8,537,303        807,928        1,058,819  

NON-CURRENT

              

Securities

     6        9,936        29,753        429        1,737  

Advance to suppliers

     28        47,072        6,870        —          —    

Customers and traders and Concession holders – Transport of electricity

     7        252,278        255,328        11,458        —    

Recoverable taxes

     8        228,597        230,678        1,810        1,810  

Income and Social Contribution taxes recoverable

     9a        15,120        20,617        15,120        20,617  

Deferred income and Social Contribution taxes

     9b        1,939,086        1,871,228        776,723        756,739  

Escrow deposits

     12        2,359,736        2,335,632        284,438        277,791  

Derivative financial instruments – Swaps

     29        64,504        8,649        —          —    

Other

        664,108        628,443        22,376        34,978  

Concession financial assets

     14        6,428,553        6,604,625        —          —    

Investments – Equity method

     15        7,821,362        7,792,225        14,174,491        13,692,183  

Property, plant and equipment

     16        2,725,712        2,762,310        273,487        1,810  

Intangible assets

     17        11,167,780        11,155,928        14,152        2,458  
     

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL, NON-CURRENT

        33,723,844        33,702,286        15,574,484        14,790,123  
     

 

 

    

 

 

    

 

 

    

 

 

 

TOTAL ASSETS

        40,636,953        42,239,589        16,382,412        15,848,942  
     

 

 

    

 

 

    

 

 

    

 

 

 

The condensed notes are an integral part of the interim financial information.

 

112


LOGO

 

STATEMENTS OF FINANCIAL POSITION

AS OF MARCH 31, 2018 AND DECEMBER 31, 2017

LIABILITIES

(Thousands of Brazilian Reais)

 

     Note      Consolidated     Holding Company  
      03/31/2018     12/31/2017     03/31/2018     12/31/2017  

Suppliers

     18        1,623,467       2,342,757       6,632       4,667  

Regulatory charges

     21        426,283       512,673       —         —    

Profit sharing

        27,518       9,089       1,247       348  

Taxes payable

     19a        632,156       704,572       9,758       5,841  

Income and social contribution tax

     19b        46,211       115,296       38       —    

Interest on equity and dividends payable

     24        427,669       427,832       425,833       425,838  

Loans, financings and debentures

     20        2,588,160       2,370,551       20,456       —    

Payroll and related charges

        186,668       207,091       12,066       11,072  

Post-retirement obligation

     22        242,388       231,894       13,426       12,974  

Concessions payable

        2,431       2,987       —         —    

Concession financial liabilities

     14        155,214       414,800       —         —    

Derivative financial Instruments – put options

     29        541,767       507,232       541,767       507,232  

Advances from clients

     7        176,871       232,762       —         —    

Derivative financial instruments – Swaps

     29        497       12,595       —         —    

Other obligations

        470,899       570,153       2,071       6,218  
     

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL, CURRENT

        7,548,199       8,662,284       1,033,294       974,190  

NON-CURRENT

           

Regulatory charges

     21        267,188       249,817       —         —    

Loans, financings and debentures

     20        11,110,656       12,027,146       44,576       —    

Taxes payable

     19a        28,762       28,199       1,060       —    

Deferred income tax and social contribution tax

     9b        724,063       734,689       —         —    

Provisions

     23        687,661       678,113       67,334       63,194  

Post-retirement obligation

     22        3,973,715       3,954,287       453,264       446,523  

Concessions payable

        18,714       18,240       —         —    

Pasep and Cofins taxes to be reimbursed to customers

     19        1,096,460       1,087,230       —         —    

Derivative financial Instruments – put options

     29        312,167       307,792       —         —    

Derivative financial instruments – Swaps

     29        7,183       28,515       —         —    

Other obligations

        122,744       133,141       47,639       39,049  
     

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL, NON-CURRENT

        18,349,313       19,247,169       613,873       548,766  
     

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES

        25,897,512       27,909,453       1,647,167       1,522,956  

EQUITY

     24           

Share capital

        6,294,208       6,294,208       6,294,208       6,294,208  

Capital reserves

        1,924,503       1,924,503       1,924,503       1,924,503  

Profit reserves

        5,729,550       5,728,574       5,729,550       5,728,574  

Equity valuation adjustments

        (826,761     (836,522     (826,761     (836,522

Subscription of shares to be capitalized

        1,324,773       1,215,223       1,324,773       1,215,223  

Retained earnings

        288,972       —         288,972       —    
     

 

 

   

 

 

   

 

 

   

 

 

 

EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT

        14,735,245       14,325,986       14,735,245       14,325,986  

NON-CONTROLLING INTERESTS

        4,196       4,150       —         —    
     

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL EQUITY

        14,739,441       14,330,136       14,735,245       14,325,986  
     

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL LIABILITIES AND EQUITY

        40,636,953       42,239,589       16,382,412       15,848,942  
     

 

 

   

 

 

   

 

 

   

 

 

 

The condensed notes are an integral part of the interim financial information.

 

113


LOGO

 

STATEMENTS OF INCOME

FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2018 AND 2017

(Thousands of Brazilian Reais except earnings per share)

 

     Note      Consolidated     Holding Company  
      03/31/2018     03/31/2017     03/31/2018     03/31/2017  

NET REVENUE

     25        4,935,431       4,812,930       73       94  

OPERATING COSTS

           

COST OF ENERGY AND GAS

     26           

Energy purchased for resale

        (2,263,693     (2,093,088     —         —    

Charges for use of the national grid

        (392,542     (206,497     —         —    

Gas purchased for resale

        (263,233     (222,512     —         —    
     

 

 

   

 

 

   

 

 

   

 

 

 
        (2,919,468     (2,522,097     —         —    

OTHER COSTS

     26           

Personnel and managers

        (240,802     (287,507     —         —    

Materials

        (7,155     (6,259     —         —    

Outsourced services

        (170,770     (146,436     —         —    

Depreciation and amortization

        (194,686     (186,444     —         —    

Operating provisions, net

        (12,779     (78,932     —         —    

Infrastructure construction cost

        (180,669     (200,559     —         —    

Other