Table of Contents

 

 

 

FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December 2013

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

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

 

Form 20-F  x  Form 40-F  o

 

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

 

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

 

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

 

Yes  o  No  x

 

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

 

 

 



Table of Contents

 

Index

 

Item

 

Description of Item

 

 

 

1.

 

Market Announcement — Presentation of Third Quarter 2013 Results

 

 

 

2.

 

Market Announcement — Earnings Release of Third Quarter 2013

 

 

 

3.

 

Summary of the Minutes of the 565th Meeting of the Board of Directors Held on April 23, 2013

 

 

 

4.

 

Summary of the Minutes of the 568th Meeting of the Board of Directors Held on June 6, 2013

 

 

 

5.

 

Summary of Principal Decisions of the 581th Meeting of the Board of Directors Held on November 29, 2013

 

 

 

6.

 

Market Announcement Dated December 2, 2013: For the Ninth Year Running — Cemig Included in the São Paulo Stock Exchange ISE Sustainability Index

 

 

 

7.

 

Notice to Stockholders Dated December 5, 2013: Dividends Payment on December 19 and 27, 2013

 

 

 

8.

 

Market Announcement Dated December 6, 2013: Standard & Poor’s Raises Cemig’s Ratings

 

 

 

9.

 

Market Announcement Dated December 6, 2013: Winner of Abrasca 2013 Best Annual Report Award

 

 

 

10.

 

Summary of Principal Decisions of the 582th Meeting of the Board of Directors Held on December 9, 2013

 

 

 

11.

 

Convocation Notice of the Extraordinary General Meeting of Stockholders to be Held on December 26, 2013

 

2



Table of Contents

 

SIGNATURES

 

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

 

 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

 

 

 

 

By:

/s/ Luiz Fernando Rolla

 

 

Name:

Luiz Fernando Rolla

 

 

Title:

Chief Officer for Finance and Investor Relations

Date: December 10, 2013

 

 

3



Table of Contents

 

1. Market Announcement — Presentation of Third Quarter 2013 Results

 

4



Cemig: Third Quarter 2013 Results

 


Certain statements and estimates in this material may represent expectations about future events or results that are subject to risks and uncertainties that may be known or unknown. There is no guarantee that the events or results will take place as referred to in these expectations. These expectations are based on the present assumptions and analyses from the point of view of our management, in accordance with their experience and other factors such as the macroeconomic environment, market conditions in the electricity sector and expected future results, many of which are not under Cemig’s control. Important factors that could lead to significant differences between actual results and the projections about future events or results include Cemig’s business strategy, Brazilian and international economic conditions, technology, Cemig’s financial strategy, changes in the electricity sector, hydrological conditions, conditions in the financial and electricity markets, uncertainty on our results from future operations, plans, and objectives, and other factors. Because of these and other factors, the real results of Cemig may differ significantly from those indicated in or implied in such statements. The information and opinions herein should not be understood as a recommendation to potential investors and no investment decision should be based on the veracity, currentness or completeness of this information or these opinions. None of Cemig’s professionals nor any of their related parties or representatives shall have any liability for any losses that may result from the use of the content of this presentation. To evaluate the risks and uncertainties as they relate to Cemig, and to obtain additional information about factors that could give rise to different results from those estimated by Cemig, please consult the section on Risk Factors included in the Reference Form filed with the Brazilian Securities Commission (CVM) and on the 20-F form filed with the U.S. Securities and Exchange Commission (SEC). Financial amounts are in R$ million, unless otherwise indicated. Financial data reflect the adoption of IFRS. Disclaimer

 


Cemig maintains its growth path . Strategy of expansion in renewable sources . Enters controlling block of Renova • 51% interest in Brasil PCH . In 3Q13 equity holdings contribute 44% to 3Q13 net income . Selected for leading sustainability indices . Pays 2nd tranche of Interest on Equity: R$ 850mn, R$ 0.9968 per share * . Paid to shareholders in 2013: R$ 4.2bn, R$4.8778 per share* . Dividend yield 22% – Dividends declared in 2012 * For CIG and CIG.C

 


937 766 789 171 1,527 1,268 1,289 259 3,673 3,546 -3.6% +1.7% +3.0% Gain on dilution of equity holding in jointly held subsidiary . Results show robustness of the business portfolio .Adjusted Ebitda shows the growth path .Cemig maintains short term trading and sales strategy .Net revenue 3.6% lower year-on-year: .Renewal of concession transmissions under MP579 (Law 12783/13) .Extraordinary Tariff Review created by MP57 (Law 12783/13) Gain on dilution of equity holding in jointly held subsidiary Adjustment Adjusted Adjustment Adjusted 3Q12 3Q13 3Q12 Adjustment 3Q12 3Q13 3Q12 3Q12 3Q13 Our 3Q results Net revenue Ebitda Net income

 


Sustainability: Our commitment . DJSI – included for 14th year running (every year since DJSI created) . Dow Jones Emerging Markets Index – included for 2nd year running . ISE Corporate Sustainability Index (BM&FBovespa) – 8th year running . ET Carbon Ranking Leader Award – 1st placed in Brics 300 . – ranking for greenhouse gas emissions, transparency and reliability of data* . Included in UN Global Compact 100 Stock Index (GC100) . – includes 100 companies committed to corporate sustainability, also selected for capital market performance, worldwide. * Ranked by Environmental Investment Organisation of the UK.

 


Jaguara hydro power plant . Cemig GT wins injunction in renewed mandamus from Higher Appeal Court (STJ) against decision of Mining and Energy Ministry . Injunction gives Cemig GT control of Jaguara concession until final judgment . Cemig to own revenues from end of 1st concession (Aug 28, 2013) . Santo Antônio hydro power plant: Capacity increase approved . Decision expands generation capacity by 13.2% to 3,568 MW . 80 centimeters increase in reservoir level; installation of six more turbines . Project is now for total of 50 turbines . Itaocara hydro plant: Rescission of concession contract . Cemig’s Board decided to apply to Aneel for rescission of Contract 12/2001 Generation - Cemig plants

 


Renova: Focus on renewables Cemig GT enters at controlling stockholding block of Renova* .Acquisition of 51% of Brasil PCH (subject to approvals) •Investment of R$ 676mn .Brasil PCH has 13 Small Hydro Plants (PCHs), with total installed capacity of 291 MW – firm energy of 194 MW. .All PCH’s have long-term contracts selling to Proinfa (renewables program) .Cemig increasing its base of operational assets and consequent cash flow available to invest in growth 190.2 190.2 190.2 190.2 190.2 294.4 680.5 1,069.2 1,290.9 1,407.6 2014 2015 2016 2017 Renova – installed capacity, MW 484.6 870.7 1,259.4 1,481.1 1,597.8 7 Operational PCH Wind power  * As per published Material announcements: http://ri.cemig.com.br/enu/s-10-enu.html?idioma=enu

 


551 962 1,065 1,323 2009 2010 2011 2012 . 3Q13 gross revenue of R$376 mn, up 8% from 3Q12 .Natural gas volume up 8% from 3Q12 .Natural gas now serving Belo Horizonte hospital network .Mater Dei Hospital has signed 2,700 m³/month natural gas contract .Expansion of natural gas distribution network in Ipatinga 1,484 LTM Gaming: Growing business volume of natural gas sold (million m3)

 


3Q13 RESULTS

 


3,192 3,678 3,463 3,439 3,673 3,546 10,328 10,662 - 0.7% +15.3% +3.2% -3.6% . Commercial strategy yields record net revenue in 9M13 .Higher volume of sales to traders and generators .Gain from high spot market price .Growth in number of Cemig’s clients: .Cemig GT: growth 19% .Cemig D: growth 3% 1Q12 1Q13 2Q12 2Q13 3Q12 3Q13 9M12 9M13 Consolidated net revenue

 


2,795 2,793 21 -20 8 -7 -5 285 -2 -13 18 -87 -234 34 -0.1% 11 .Cost reduction program shows results in the quarter .PMSO 2% down in real terms (IPCA) .Increase in electricity prices in Brazilian market .Significant impact on cost of energy bought by distributors .Volume of electricity brought in Free Market up 88% .Charges for use of national grid down 89% 8,368 7,948 629 209 Development of the employee chart 1,069 subscribed PID voluntary retirement; 565 new employees up to Sep. 2013. Dec.’12 Jun. ’13 3Q13 Sep/13 Consolidated expenses – changes in 3Q13

 


4,764 6,430 6,482 5,865 Guidance 2013 Últimos 12 meses 1,240 1,591 1,214 1,252 1,527 1,289 3,982 4,132 Realized 81% Lower limit of Guidance* *Ebitda: calculated by same criterion used in guidance presented at Cemig/Apimec Investor Meeting of May 2013. +3.2% +28.3% +3.8% 12 -15.6% Ebitda: Guidance vs. Achieved Last 12 months 1Q12 1Q13 2Q12 2Q13 3Q12 3Q13 9M12 9M13 2,162 1,257 495 645 108 97 Cemig GT Guidance GT Cemig D Guidance D Light Taesa Gasmig Outras 1,851 2,137 1,731 2,127 Others Exceeded upper limit of Guidance in September 68% Operational expenses -0.1% 3Q12 3Q13 50% 7% 20% 23% Generation Transmission Distribution Others 631 865 604 617 937 789 2,172 2,271 By segment +2.2% +37.1% +4.6% -15.9% . Sales in spot market at high average prices .Equity holdings make major contribution to results .R$ 349 mn in equity income: 44% of 3Q13 net income .Lower net financial expenses .Cost of loans down 32.4% .Revenue from short term investments up 77.1% 1Q12 1Q13 2Q12 2Q13 3Q12 3Q13 9M12 9M13 Consolidated Ebitda

 


46% 43% 5% 4% 2% IPCA CDI IGP-M UFIR/RGR 1,225 1,684 1,169 1.066 935 1,201 509 2,310 2013 2014 2015 2016 2017 2018 2019 2020 6.2 5.53 5.03 5.33 5.04 5.47 jun/12 sep/12 dec/12 mar/13 jun/13 sep/13 52.4 49.6 49.9 46.3 40.1 36.3 28.7 26.9 Total net debt: R$ 5 billion OTHERS After 2019 Net Debt Stockholders’ Equity + Net debt 2011 1Q12 2Q12 3Q12 2012 1Q13 2Q13 3Q13 Consolidated net income

 


741 574 532 167 1,086 833 809 253 1,143 1,245 3T12 3T13 8,839 8,922 - 2.9% -7.3% +1% Gain on issue of shares Gain on issue of shares 3Q12 3Q13 3Q12 Adjustment 3Q12 3Q13 Adjusted 3Q12 Adjustment 3Q12 3Q13 Adjusted 3Q12 3Q13

 


48% 48% 1% 3% IPCA CDI IGP-M other 845 774 634 157 637 118 117 838 2013 2014 2015 2016 2017 2018 2019 em diante 6.06 5.6 5.14 4.81 5.18 5.64 jun/12 mar/13 jun/13 57.2 53.6 55.2 47.9 40.8 36.3 31.4 27.2 2011 1T12 2T12 3T12 2012 1T13 2T13 3T13 2.4 2.1 2.1 1.7 1.1 1.0 0.8 0.7 Total net debt: R$ 4.1 billion Net Debt Stockholders’ Equity + Net debt Net Debt Ebitda 2011 1Q12 2Q12 3Q12 2012 1Q13 2Q13 3Q13 After 2019 OTHERS sep/12 sep/13 dec/12

 


2,510 2,255 3Q12 3Q13 3Q12 3Q13 6,185 6,477 3Q12 3Q13 -50.1% 127 63 3Q12 3Q13 3Q12 3Q13 351 285 3Q12 3Q13 4.7% -10.2% -18.8%

 


Net Debt St. Eq. + N.debt 45% 39% 8% 7% 1% IPCA CDI IGP-M RGR 18 368 902 529 901 290 447 392 1,472 2013 2014 2015 2016 2017 2018 2019 6.73 5.96 5.41 5.64 4.88 5.26 jun/12 mar/13 jun/13 52.9 51.8 55.3 55.5 66.3 65.5 61.4 61.3 2011 1.9 1.9 2.1 2.3 2.6 3.5 3.7 4.0 OTHERS 2011 1Q12 2Q12 3Q12 2012 1Q13 2Q13 3Q13 After 2019 Net Debt Ebitda sep/12 sep/13 dec/12

 


Total cash available = cash + securities 19 Cash flow

 


Share performance – 2013 to Nov. 4 Shareholders in more than 40 countries .Average daily trading volume: •Bovespa: R$ 80 mn •NYSE: US$ 28 mn .Over 200 meetings/conferences with investors in various countries .Anefac Professional of The Year Award – Accountant, Leonardo George de Magalhães 4.9% 9.2% -7.3% 2.8% 55.9% -11.4% -4.2% CMIG4 CMIG3 LIGT3 TAEE11 RNEW11 IBOV IEE Capital market

 


. IR applications made available by Cemig for tablets and smartphones App Store (iOS) https://itunes.apple.com/us/app/cemig-relacoes-com -investidores/id681193412?mt=8&ls=1 Google Play (Android) https://play.google.com/store/search?q=cemig%20rela %C3%A7%C3%B5es%20com%20Investidore&c=apps Smartphones Tablets Cemig’s Investor Relations Apps

 


[LOGO]

 


Investor Relations Tel.: +55-31 3506 5024 Fax: +55-31 3506 5025

 


 

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

 


Table of Contents

 

2. Market Announcement — Earnings Release of Third Quarter 2013

 

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ANNOUNCEMENT OF THIRD QUARTER 2013 RESULTS

 

3Q 2013 NET PROFIT: R$ 789 MILLION

 

Highlights

 

·                  Cash flow, as measured by Ebitda, of R$ 1.3 billion in 3Q13

 

·                  Net revenue R$ 3.6 billion in 3Q13.

 

·                  CDE support to compensate the subsidies on TUSD (not added on the tariff review) — R$136mn in 3Q13

 

·                  Equity gain in subsidiaries contributed R$ 349mn to 3Q13 profit.

 

 

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Conference Call

 

Publication of 3Q13 results

 

Video webcast and conference call

 

November 14, 2013 (Thursday), at 10 a.m. (Brasília time)

 

The transmission of Cemig’s results will have simultaneous translation into English

and can be seen in real time by Video Webcast, at http://ri.cemig.com.br

— or heard by conference call on:

 

+ 55 (11) 3193 8150

 

Password: CEMIG

 

Cemig Investor Relations

 

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

ri@cemig.com.br

Tel –                     (+55–31) 3506-5024

Fax –                 (+55–31) 3506-5025

 

Cemig’s Executive Investor Relations Team

 

·                  Chief Finance and Investor Relations Officer

Luiz Fernando Rolla

 

·                  General Manager, Investor Relations

Antonio Carlos Vélez Braga

 

·                  Manager, Investor Market

Stefano Dutra Vivenza

 

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Table of Contents

 

Contents

 

CONFERENCE CALL

30

CEMIG INVESTOR RELATIONS

30

CEMIG’S EXECUTIVE INVESTOR RELATIONS TEAM

30

DISCLAIMER

32

FROM THE CEO AND CFO

33

THE ECONOMIC CONTEXT

34

CEMIG: SHARE PERFORMANCE

37

CEMIG: SHARE PERFORMANCE FROM 3Q12 TO 3Q13

38

CEMIG’S LONG-TERM RATINGS

38

ECONOMIC SUMMARY

38

ADOPTION OF INTERNATIONAL ACCOUNTING RULES

38

CEMIG’S CONSOLIDATED ELECTRICITY MARKET

40

THE ELECTRICITY MARKET OF CEMIG D

43

THE ELECTRICITY MARKET OF CEMIG GT

43

BALANCE OF SOURCES AND USES OF ELECTRICITY — MWH

44

CONSOLIDATED OPERATIONAL REVENUE

44

SECTOR / REGULATORY CHARGES — DEDUCTIONS FROM REVENUE

47

OPERATIONAL COSTS AND EXPENSES

47

FINANCIAL REVENUES AND EXPENSES

50

FINANCIAL EXPENSES

50

FINANCIAL REVENUES

50

INCOME TAX AND SOCIAL CONTRIBUTION TAX

51

REGULATORY ASSETS AND LIABILITIES

51

EBITDA

52

DEBT

54

ACQUISITIONS

56

RENEWAL OF CONCESSIONS

57

DIVIDENDS

57

LIGHT — HIGHLIGHTS OF 3Q13

59

PRESS-RELEASE LIGHT 3T13

59

TAESA — HIGHLIGHTS OF 3Q13

60

FINANCIAL STATEMENTS BY COMPANY

61

INFORMATION BY OPERATIONAL SEGMENT

62

PERMITTED ANNUAL REVENUE (RAP)

64

PLANTS

65

APPENDICES

66

ENERGY BOUGHT FOR RESALE, MWH

66

 

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Disclaimer

 

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

 

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

 

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

 

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

 

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

 

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From the CEO and CFO

 

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

 

“The results for 3Q13 are in line with the directives of our Long-term Strategic Plan. We are continuing our strategy of sustainable growth, expanding the operations that can add value to our businesses and provide stockholders with an appropriate and attractive level of return on their investments. The acquisition of Brasil PCH, and our entry into the controlling stockholding block of Renova — two companies that generate electricity from renewable sources — are a practical application of this strategy. As well as growing through mergers and acquisitions, we continue to invest significantly in our concession area. In these initiatives we are working toward the long-term goal of our strategy:

 

To consolidate Cemig’s position, over the course of this decade, as the largest group in the Brazilian electricity sector by market value, with a presence in the natural gas market, and as a global leader in sustainability, admired by its clients and recognized for its solidity and performance”.

 

Cemig’s Chief Finance and Investor Relations Officer, Mr. Luiz Fernando Rolla, says:

 

“In this third quarter of 2013 Cemig continued to produce robust cash flow. Operational cash flow as measured by Ebitda was R$ 1.289 billion, 1.7% more than in the third quarter of 2012 (3Q12). This result is within the level we expected for the period, and in line with our forecasts of Ebitda between R$ 5.8 and R$ 6.4 billion in 2013. We can say that our strategy of expanding operational efficiency and achieving synergy gains and growth — through acquisitions, or through interests in new projects — has been successful. Net profit in the third quarter was R$ 789 million, and the total of cash and cash equivalents at the end of the quarter was R$ 4.67 billion. Both these figures ensure continued execution of the Long-term Strategic Plan and our dividend policy, and successful management of our debt — making Cemig an increasingly solid company, with an efficient corporate management.”

 

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THE ECONOMIC CONTEXT

 

In the third quarter of 2013 the principal factor affecting the markets was the decision of the US Federal Reserve not to withdraw its monetary stimuli in the United States.  Financial agents in general had it as a near-certainty that these stimuli would be reduced, and as a result had priced the dollar exchange rate to reflect reduction of the Fed’s asset buying program (as a result the Real appreciated to R$ 2.45 in August).  In a surprising decision, however, the Fed opted to maintain the expansionist monetary policy, arguing that economic indicators were not yet sufficiently good to withdraw the stimulus.

 

In spite of this, US GDP was growing at an annualized rate of 2.5% in the third quarter, above expectations — though this was largely due to positive variation in inventories.  Private consumption and non-residential investment in fact slowed, and government expenditure also contracted.  Unless demand increases in the near future, we believe a slowing down of the economy is possible.  Also, in the coming quarters the USA will have a major obstacle to overcome: political risk, as concerns are renewed on a possible further fiscal and budget impasse in Congress, and the consequent impact on the behavior of the US economy.

 

The appreciation of the dollar, the resulting volatility of the exchange rate due to speculation on when the stimuli would be withdrawn, and high long-term US interest rates affected international capital flows, principally affecting the emerging economies.  In Europe, confidence indicators signaled that the region is still in a phase of economic recovery, though gradual and irregular. The Purchasing Managers’ Index (PMI) — expressing the stance of services and industry in the euro zone — rose to 52.2 points in September (from 51.5 in August and 50.3 in July), its highest level in 27 months.  And UK GDP was up 0.8% from 2Q to 3Q13, which is the largest quarterly increase since 2010.  However, the unemployment rate in the euro zone remains high at 12.2%; and although its growth is slowing, it has not stopped growing since April 2011. As a result the European Central Bank and the Bank of England opted to keep interest rates unchanged at 0.5% p.a. for a further period, while also signaling the possibility of their adopting additional stimuli.

 

In China GDP was up 7.8% year-on-year in 3Q13 — a higher figure than its 7.5% YoY growth of 2Q13. This tended to reduce concern on a possible slowdown in the Chinese economy, which would be negative for emerging markets. In the third quarter the Chinese government adopted various measures to stimulate the economy, such as

 

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purchase of financial assets (aiming to increase monetary liquidity), and other actions that included reduction and simplification of taxes for small and medium-sized companies and for exports. Based on this, analysts continue to expect that China will reach its growth target of 7.5% for 2013.

 

In Brazil, the Central Bank took some action aiming to give more predictability to the interventions in the FX market, and reduce the Real’s strong depreciation trend, with a program of daily auctions of exchange rate swaps lasting until the end of this year. These measures were relatively successful in 3Q in containing the upward surge in the exchange rate, which closed 3Q13 at approximately R$ 2.20.

 

The Central Bank also increased the basic — Selic — interest rate from 8.0% to 9.0% p.a., during 3Q, continuing efforts to contain the inflation rate, which was 3.79% in the first nine months of the year, and 5.86% in the prior 12 months.

 

The most recent figures on economic activity from the IBGE reported Brazilian GDP growing 1.5% (seasonally adjusted) from 1Q to 2Q13, which was a positive surprise for the market, and 3.3% higher year-on-year (vs. 2Q12).

 

Brazilian industrial GDP was up 2.0% in 2Q13 from 1Q13, after a quarter-on-quarter contraction of 0.2% in the previous quarter — but according to data from the IBGE industry remained weak in the third quarter, contracting 1.4% — signaling weak performance for the economy as a whole in the third quarter.

 

Even so, Brazil’s Industrial Corporate Confidence Index rose in both August and September, reversing a fall in July, when it had nearly touched the dividing line between confidence and lack of confidence. We believe this is an important signal for recovery of the sector.  The consumer confidence index remains low, though stable.

 

In Minas Gerais the João Pinheiro Foundation reported the state’s contribution to GDP as 0.1% lower in 2Q13 than 1Q13, mainly due to farming output 11.1% lower, countered by industrial output 2.1% higher, reversing from a strong contraction in 1Q, while growth in the services sector was stable at 0.6%.

 

For the long term, we see the outlook for the Brazilian economy as positive.  In our view, the large-scale sporting events and investments in the oil and gas sector, among other projects, are unequalled opportunities for the country to improve infrastructure, and in parallel boost its economy — with positive consequences for the electricity sector, since

 

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production and distribution of electricity tend to grow at the same rate as industry as a whole.

 

According to the government’s Energy Research Company (EPE), total consumption in the Brazilian national grid in the first nine months of 2013 was up 3.2% year-on-year, and in the third quarter, up 3.9% (this year-on-year comparison for a single quarter was 3.0% in 2Q13).

 

The largest contribution to consumption growth was in the residential consumer category, up 6.9% YoY in 3Q13, due to (a) expansion of the consumer base — by 3.5%, from the end of 3Q12), and (b) average consumption per home up 2.9% YoY, reflecting growth in ownership and use of household appliances. The growth in appliance ownership partly reflects the “Improve My House” Program (Programa Minha Casa Melhor), launched in June 2013, which promoted acquisition of household appliances.

 

There was also strong growth in consumption by the commerce and services consumer category: up 5.3% YoY in 3Q13 — compared to 4.6% YoY in 2Q13 — although this rate of growth appears to be slowing (since these numbers are lower than those of 2012).

 

Consumption of electricity by the industrial consumer category, on the other hand, was up 1.1% YoY in 3Q13 (the same YoY figure as in 2Q13). On the other hand when seasonally adjusted this group’s consumption in 3Q was 0.3% lower than in 2Q — which is in line with the figures for industry found by the IBGE.

 

In the first nine months of 2013 (9M13) total consumption of electricity supplied by Cemig was only 0.6% higher than in 9M12, negatively affected by industrial consumption 4.5% lower in Minas Gerais State. In spite of this, EPE reported improvements in quarterly industrial electricity consumption in the state, on the modest increase in consumption by steel and mining (although the total was lower than in 2012).  Meanwhile consumption by the residential sector was up 6.8% YoY (reflecting an increase of 3.1% in the total number of Cemig’s consumers, together with average monthly consumption per consumer 3.4% higher); and consumption in the Commercial and Services sector was up 5.0% YoY.

 

Finally, we note that EPE has revised its forecast for electricity consumption in 2013: it now expects consumption through the National Grid system 3.3% higher than in 2012, reflecting a more modest recovery in the industrial sector — although the residential sector outperformed the previous forecast.

 

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Cemig: share performance

 

Security

 

Ticker

 

Currency

 

Close of
3Q12

 

Close of
3Q13

 

Change in
period

 

Cemig PN

 

CMIG4

 

R$

 

17.63

 

19.24

 

9

%

Cemig ON

 

CMIG3

 

R$

 

15.91

 

18.46

 

16

%

ADR PN

 

CIG

 

U$

 

8.61

 

8.64

 

0

%

ADR ON

 

CIG.C

 

U$

 

7.55

 

8.66

 

15

%

Ibovespa

 

Ibovespa

 

 

59,175

 

52,338

 

-12

%

IEEX

 

IEEX

 

 

30,091

 

27,037

 

-10

%

 

Sources: Economática

 

Cemig’s preferred shares (CMIG4) traded R$ 4.1 billion in São Paulo in 3Q13 — making it one of the most liquid stocks in Brazilian electricity and one of the most traded in the Brazilian market.

 

On the NYSE, ADRs for Cemig’s preferred shares (CIG) traded US$ 1.4 billion in 3Q13, reflecting the recognition the stock receives from the investor market, and securely identifying Cemig as a global investment option.

 

The Ibovespa (index of the São Paulo stock exchange) declined 12% over 12 months, closing September at 52,338 points, reflecting, in our view, growing investor pessimism about Brazil’s economy, and other factors including (i) performance of EBX Group shares, and (ii) depreciation of the dollar over much of the period, pressuring shares in oil- and mining-related stocks.  In 3Q13 the Ibovespa rose a little, but was still down in the first nine months of the year.

 

Cemig’s shares rose considerably in value over the 12 months to the end of 3Q13: the common stock by 16% and the preferred stock by 9%. This appreciation was much higher than that of the Ibovespa and the index of the Brazilian electricity sector for the period — reinforcing the perception of Cemig’s shares as a firm investment option.

 

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Cemig: Share performance from 3Q12 to 3Q13

 

 

Cemig’s long-term ratings

 

The leading rating agencies maintained their long-term credit rating outlook for Cemig:

 

 

 

Cemig

 

Cemig D

 

Cemig GT

 

Agency

 

Rating

 

Outlook

 

Rating

 

Outlook

 

Rating

 

Outlook

 

Fitch

 

AA(bra)

 

Negative

 

AA(bra)

 

Negative

 

AA(bra)

 

Negative

 

S&P

 

 

 

brAA

 

Stable

 

brAA-

 

Stable

 

Moody’s

 

Ba1

 

Negative

 

Baa3

 

Negative

 

Baa3

 

Negative

 

 

Economic summary

 

(mn)

 

3Q13

 

3Q12

 

Change %

 

Electricity sold, GWh (excluding CCEE)

 

15,578

 

15,081

 

3.30

 

Gross revenue, R$ million

 

4,708

 

5,185

 

(9.20

)

Net revenue, R$ million

 

3,546

 

3,673

 

(3.46

)

Adjusted Ebitda *

 

1,288,654

 

1,268,751

 

1.57

 

Adjusted Net profit *

 

788,841

 

766,386

 

2.93

 

 


*  Adjusted for non-recurring effect of Gain on dilution of interest in jointly-controlled subsidiaries.

 

Adoption of international accounting rules

 

The results given below are in accordance with the new accounting rules, reflecting the harmonization of Brazilian accounting rules with IFRS.

 

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PROFIT AND LOSS ACCOUNTS

 

FOR THE THIRD QUARTERS OF 2013 AND 2012

 

R$ 000 (except Net profit per share)

 

Consolidated

 

3Q13

 

3Q12

 

Change, %

 

REVENUE

 

3,545,896

 

3,673,146

 

(3.46

)

 

 

 

 

 

 

 

 

OPERATIONAL COSTS

 

 

 

 

 

 

 

Electricity bought for resale

 

(1,452,854

)

(1,168,200

)

24.37

 

Charges for the use of the national grid

 

(142,183

)

(229,268

)

(37.98

)

Personnel and managers

 

(290,789

)

(269,679

)

7.83

 

Employees’ and managers’ profit shares

 

(38,378

)

(58,288

)

(34.16

)

Post-retirement liabilities

 

(41,957

)

(33,498

)

25.25

 

Materials

 

(16,688

)

(24,020

)

(30.52

)

Outsourced services

 

(211,046

)

(216,488

)

(2.51

)

Depreciation and amortization

 

(186,589

)

(188,856

)

(1.20

)

Operational provisions

 

(33,644

)

(15,699

)

114.31

 

Royalties for use of water resources

 

(31,143

)

(44,173

)

(29.50

)

Infrastructure construction cost

 

(232,249

)

(465,924

)

(50.15

)

Others

 

(115,417

)

(81,092

)

42.33

 

TOTAL COST

 

(2,792,937

)

(2,795,185

)

(0.08

)

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

349,106

 

460,639

 

(24.21

)

 

 

 

 

 

 

 

 

Profit before Financial revenue (expenses) and taxes

 

1,102,065

 

1,338,600

 

(17.67

)

 

 

 

 

 

 

 

 

Financial revenues

 

147,412

 

154,029

 

(4.30

)

Financial expenses

 

(266,727

)

(323,860

)

(17.64

)

Pretax profit

 

982,750

 

1,168,769

 

(15.92

)

 

 

 

 

 

 

 

 

Current and deferred income tax and Social Contribution tax

 

(193,909

)

(231,638

)

(16.29

)

NET PROFIT FOR THE PERIOD

 

788,841

 

937,131

 

(15.82

)

Non-recurring

 

 

 

 

 

 

 

Gain on dilution of equity interest in jointly-controlled subsidiaries

 

 

(170,745

)

 

 

ADJUSTED NET PROFIT FOR THE PERIOD

 

788,841

 

766,386

 

(2.93

)

 

 

 

 

 

 

 

 

Ebitda

 

1,288,654

 

1,527,456

 

(15.63

)

Non-recurring

 

 

(258,705

)

 

 

Adjusted Ebitda

 

1,288,654

 

1,268,751

 

(1.57

)

 

 

 

 

 

 

 

 

Basic and diluted profit per preferred share

 

0.82

 

0.97

 

 

 

Basic and diluted profit per common share

 

0.82

 

0.97

 

 

 

 

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Table of Contents

 

Cemig’s consolidated electricity market

 

The figures we report for Cemig’s market comprise the sale of electricity by its distribution company, Cemig Distribuição (“Cemig D”) and its Generation and transmission company, Cemig Geração e Transmissão (“Cemig GT”).

 

This market can be summarized as: sales of electricity to both captive and free consumers, in the concession area of Minas Gerais and outside that state; sales of electricity to other agents of the electricity sector in the Free and Regulated Markets; sales under the Program to Encourage Alternative Electricity Sources (“Proinfa”); and sales on the CCEE (the wholesale market); with elimination of transactions between companies of the Cemig group.

 

This chart shows the breakdown of the Cemig Group’s sales to final consumers:

 

 

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Table of Contents

 

The volume of electricity sold to final consumers in Cemig’s concession area in 3Q13 was 2.26% lower than in 3Q12.

 

 

 

MWh

 

Change

 

Average
price in

3Q13

 

Average
price in

3Q12

 

Consolidated

 

3Q13

 

3Q12

 

%

 

R$

 

R$

 

Residential

 

2,343,749

 

2,210,313

 

6.04

 

467.76

 

554.89

 

Industrial

 

6,002,381

 

6,594,665

 

(8.98

)

172.03

 

171.96

 

Commercial, Services and Others

 

1,436,847

 

1,358,282

 

5.78

 

391.51

 

449.88

 

Rural

 

910,719

 

826,834

 

10.15

 

229.61

 

263.42

 

Public authorities

 

209,886

 

201,149

 

4.34

 

383.17

 

449.49

 

Public illumination

 

317,629

 

313,113

 

1.44

 

244.56

 

277.93

 

Public service

 

316,123

 

299,377

 

5.59

 

254.86

 

306.58

 

Subtotal

 

11,537,334

 

11,803,733

 

(2.26

)

272.09

 

293.01

 

Own consumption

 

8,338

 

8,140

 

2.43

 

 

 

Wholesale supply to other concession holders(*)

 

4,032,768

 

3,268,901

 

23.37

 

157.02

 

139.13

 

Total

 

15,578,440

 

15,080,774

 

3.30

 

247.15

 

260.48

 

 


( * ) Includes Contracts for Sale of Energy in the Regulated Market (CCEARs) and “bilateral contracts” with other agents.

 

The following notes comment on the main consumer categories:

 

Residential:

 

Residential consumption was 15.04% of the total of electricity sold by Cemig in 3Q13.  The increase of 6.04% in relation to 3Q12 is associated with the increase of 3.1% in the number of consumer units.  Cemig D (Distribution) invoiced 205,983 consumers in 3Q13, while average monthly consumption per consumer was up 2.5% year-on-year — at 126.4 kWh/month in 3Q13, compared to 123.4 kWh/month in 3Q12. This reflected the continuing (though recently slower) growth rate of private consumption of goods and services, partly made possible by the federal government’s policy of stimulating consumption.

 

Industrial:

 

 

 

MWh

 

Change

 

Average
price

3Q13

 

Average
price

3Q12

 

 

 

3Q13

 

3Q12

 

%

 

R$

 

R$

 

Cemig GT (Generation and Transmission)

 

4,743,203

 

5,292,054

 

(10.37

)

143.23

 

136.69

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig D (Distribution)

 

1,025,795

 

1,043,940

 

(1.74

)

331.40

 

386.64

 

 

Industrial consumption was 38.53% of the total electricity sold by Cemig in 3Q13.  The total 8.98% lower than in 3Q12 reflects weaker industrial activity in the period.

 

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Commercial:

 

 

 

MWh

 

Change

 

Average
price

 

Average
price

 

 

 

3T13

 

3T12

 

%

 

3Q13

 

3Q12

 

Cemig GT (Generation, Transmission)

 

73,422

 

57,732

 

27.18

 

214.99

 

196.25

 

 

 

 

 

 

 

 

 

 

 

 

 

Cemig Distribuição

 

1,353,431

 

1,290,234

 

4.90

 

402.74

 

463.74

 

 

This category of clients consumed 9.22% of the electricity transacted by Cemig in 3Q13, totaling 5.78% more than in 3Q12, reflecting an increase of 19.25% in the number of consumers (942 new consumers).

 

Rural:

 

Rural consumption was 5.85% of the total volume of electricity sold, the total being 10.15% higher YoY, in 3Q13.  A key factor was the significant demand for electricity for irrigation.

 

Other consumer categories:

 

The other consumer categories — public authorities, public illumination, public service and Cemig’s own consumption — totaled 5.47% of the electricity transacted by Cemig, and 3.67% more than in 3Q12.

 

Supply to other electricity operators in the Free and Regulated Markets:

 

Cemig’s sales to agents of the electricity sector in Brazil’s Free and Regulated Markets totaled 25.89% of the volume of electricity transacted in 3Q13, 23.37% more than in 3Q12. The average price of the electricity energy sold was R$157.02/MWh on the 3Q13, 12.86% more than the 3Q12 (R$139.13/MWh).

 

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Table of Contents

 

The electricity market of Cemig D

 

The concession area of Cemig D (Distribution) covers 567,748 km², approximately 97% of the Brazilian State of Minas Gerais. Cemig D has four electricity distribution concessions in Minas Gerais, under four concession contracts — for the Western, Eastern, Northern and Southern areas of the State.

 

The total sales of electricity by Cemig D (Distribution) to its captive market were 4.7% higher YoY in 3Q12, reflecting an increase in consumption per consumer unit, and 81,459 new consumers connected to Cemig’s distribution network in 3Q13.

 

The total number of consumers invoiced in 3Q13 was 7,712,033, 3.07% more than in 3Q12.  Of this total, 7,711,644 are captive consumers — an increase of 3.07% — and 389 are Free Consumers that use the distribution network of Cemig D — an increase of 20.01%.

 

The electricity market of Cemig GT

 

The consolidated total of electricity sold by Cemig GT means the total of sales made:

 

I.                     in the Free Market, to Free Consumers — in Minas Gerais and other states — and to other generators and traders;

 

II.                in the Regulated Market, to distributors; and

 

III.           in the CCEE (Brazil’s Electricity Trading Chamber).

 

Cemig GT’s electricity market was 0.9% smaller, in aggregate, in 3Q13 than in 3Q12.  This mainly reflects a total of electricity sold to industrial clients 10.37% lower than in 2Q12, due to the slowdown in industrial activity, the effect being mitigated by a volume of electricity sold to other concession holders 17.79% higher.

 

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Table of Contents

 

Balance of sources and uses of electricity — MWh

 

 

 

MWh

 

Change

 

 

 

3Q13

 

3Q12

 

%

 

Total energy carried

 

 

 

 

 

 

 

Electricity transported for distributors

 

88,340

 

82,294

 

7.3

 

Electricity transported for free clients

 

5,051,380

 

5,174,499

 

(2.4

)

Own load

 

 

 

 

 

 

 

Consumption by captive market

 

6,485,671

 

6,193,100

 

4.7

 

Losses in distribution network

 

1,517,430

 

1,555,204

 

(2.4

)

 

Sources: Cemig D — Sources and Uses (PC/AR); Cemig D — Monitoring of Invoiced Market (PC/PM); Pontos de Medição 2005—2011 - CCEE Accounting — ME001 Report.

 

 

The total of Cemig D’s electricity losses in the 12-month period ending September 30, 2012 was 5,840 GWh, or 11.23% of the total of energy carried. In the same 12 months non-technical losses totaled 1,303 GWh — equal to 7.63% of the total electricity billed in the low-voltage market. This was a reduction of 1.04 p.p. in relation to the 12-month period ended on December 31, 2012.

 

Consolidated operational revenue

 

Total revenue from supply of electricity

 

Revenue from total supply of electricity in 3Q13 was R$ 3.85 billion, 1.99% less than the total for 3Q12 of R$ 3.93 billion.

 

The main factors affecting revenue in 3Q13 were:

 

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Table of Contents

 

·                      Annual tariff adjustment for Cemig D, with average effects on consumer tariffs of 3.85%, effective from April 8, 2012 (full effect in 2013).

 

·                      Volume of energy invoiced to final consumers 2.26% lower.

 

·                      For captive consumers, an average reduction in tariffs of 18.14%, as a result of the Extraordinary Tariff Review created by Provisional Measure 579 of September 11, 2012. The tariffs were applied from January 24, 2013 to April 7, 2013, when the Periodic Tariff Review — which happens every 5 years under the concession contract — was completed.

 

·                      Tariff increase for Cemig D, with average effect on consumer tariffs of 2.99%, in effect from April 8, 2013.

 

·                  Adjustment of contracts for sale of electricity to free consumers in 2013 — the greater part of these contracts are indexed to the variation in the IGP-M inflation index.

 

 

 

R$

 

Change

 

Average
price

3Q13

 

Average
price

3Q12

 

Change

 

 

 

3Q13

 

3Q12

 

%

 

R$

 

R$

 

%

 

Residential

 

1,096,310

 

1,226,478

 

(10.61

)

467.76

 

554.89

 

(15.70

)

Industrial

 

1,032,581

 

1,134,035

 

(8.95

)

172.03

 

171.96

 

0.04

 

Commerce, Services and Others

 

562,534

 

611,063

 

(7.94

)

391.51

 

449.88

 

(12.98

)

Rural

 

209,113

 

217,807

 

(3.99

)

229.61

 

263.42

 

(12.83

)

Public authorities

 

80,421

 

90,415

 

(11.05

)

383.17

 

449.49

 

(14.76

)

Public illumination

 

77,680

 

87,025

 

(10.74

)

244.56

 

277.93

 

(12.01

)

Public services

 

80,566

 

91,782

 

(12.22

)

254.86

 

306.58

 

(16.87

)

Subtotal

 

3,139,205

 

3,458,605

 

(9.23

)

272.09

 

293.01

 

(7.14

)

Supply not yet invoiced, net

 

77,772

 

14,778

 

426.27

 

 

 

 

Supply to other concession holders(*)

 

633,218

 

454,786

 

39.23

 

157.02

 

139.13

 

12.86

 

Total

 

3,850,195

 

3,928,169

 

(1.98

)

247.15

 

260.48

 

(5.12

)

 


(*) Includes Contracts for Sale of Electricity in the Regulated Market (CCEARs), and ‘bilateral contracts’ with other agents.

 

Revenue from wholesale electricity sales

 

Revenue from supply to other concession holders was R$ 633mn in 3Q13, compared to R$ 455mn in 3Q12 - an increase of 39.23%.

 

The average price of electricity sold was R$ 157.02/MWh in 3Q13, 12.86% higher than in 3Q12 (R$ 139.13/MWh).

 

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Revenue from Use of Distribution Systems (the TUSD charge)

 

The revenue earned by Cemig D (Distribution) from the Tariff for Use of the Distribution Systems (TUSD) was R$ 205mn in 3Q 2013, a reduction of 55.63% from R$ 463mn in 3Q12. The main reason for the lower figure is the reduction in the tariff, perceived by Free Consumers as an average reduction of 33.22%, as from April 8, 2013.

 

Transmission concession revenue

 

The revenue from the transmission concession in 3Q13 was R$ 117mn, a reduction of 32.82% compared to 3Q12 (R$ 174mn). The change is basically due to renewal of the Company’s older transmission concessions which, as from 2013, began to be remunerated only for operation and maintenance of the infrastructure, under Provisional Measure 579 (converted into Federal Law 12783/13), thus reducing the RAP (Permitted annual revenue) of the transmission company by 65.88% for the period in question.

 

Revenue from transactions in electricity on the CCEE

 

Revenue from transactions on the Electricity Trading Market (CCEE) in 3Q12 was R$ 13.0mn, compared to R$ 46.8mn in 3Q12 — a reduction of 72.15%. This basically reflects a lower availability of electricity for trading.

 

Other operational revenues

 

This total includes charged services, sharing of infrastructure, the subsidy for the low-income electricity tariff, and other services provided under the concession. Operational revenues were R$ 290.9mn in 3Q13, compared to R$ 107.9mn in 3Q12. This difference was an increase of 169.57%, arising from the compensation from the Energy Development Account (Conta de Desenvolvimento Energético, or CDE), under Law 12783/13, to compensate for the subsidies in the Tariffs for Use of the Distribution System (TUSD) that were not incorporated into the tariff, in an amount totaling R$136 million in 3Q13.

 

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Table of Contents

 

Sector / regulatory charges — deductions from revenue

 

The deductions from revenue for sector charges in 3Q13 totaled R$ 1.163 billion, 23.12% less than their total of R$ 1,512mn in 3Q12. This reflects the provisions of Law 12783, of January 2013, which reduced the charge for the Energy Development Account (CDE) (passed on to the consumer) by 71%, and abolished (a) the prorating of the Fuel Consumption Account (CCC), and (b) the charging of the quota for the Global Reversion Reserve (RGR) to holders of concessions and permissions.

 

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

 

Operational costs and expenses

 

Operational Costs and Expenses, excluding Financial revenue (expenses), totaled R$ 2.793 billion in 3Q13, 0.08% less than in 3Q12 (R$ 2.795 billion).

 

 

The following paragraphs outline the main variations in expenses:

 

Electricity bought for resale

 

This expense in 3Q13 was R$ 1.45 billion, 24.37% more than in 3Q12 (R$ 1.168 billion).  The main factors in the difference are:

 

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·                      Purchases of electricity for resale R$ 200 million higher in 3Q13, due to greater selling activity, associated with the higher cost of acquisition due to the higher market price of electricity.

 

·                      Lower net expenses on spot market purchases of electricity in the CCEE, reflecting the reimbursement by the Federal government of a part of the costs, in the amount of R$ 99mn.

 

·                      Allocation, to the distributors of the National Grid system, of physical energy and power guarantee quotas for the plants whose concessions were renewed under Law 12783 (of January 2013).

 

·                      Expenses on electricity from Itaipu 17.97% higher. This expense, linked to the US dollar, was R$ 273mn in 3Q13, compared to R$ 231mn in 3Q12 due, among other factors, to the depreciation of the Real against the dollar in 3Q13, compared to appreciation during 3Q12. The average value of the dollar applied to invoices in 9M13 was R$ 2.12/US$, 14.40% higher than the value of R$ 1.86/US$ applied in 9M12.

 

Charges for the use of the national grid

 

The expense on charges for use of the national grid in 3Q13 was R$ 142mn, 37.98% less than in 3Q12 (R$ 229mn). This is the result of Law 12783 (of January 2013), which reduced the sector charges and also renewed older transmission concessions, at the same time reducing the remuneration of the concession holders, which was reflected in lower transmission charges.

 

Personnel

 

 

 

3T13

 

3T12

 

Δ%

 

 

 

 

 

 

 

 

 

Remuneration and payroll costs/charges

 

246

 

247

 

0,4

 

Pension contributions — Defined contribution plan

 

17

 

14

 

21,4

 

Assistance benefits

 

33

 

31

 

6,5

 

 

 

296

 

292

 

1,4

 

 

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Personnel expenses (excluding the voluntary retirement programs, and the costs of personnel transferred to works in progress) were 4.4% lower in real terms in 3Q13 than 3Q12, after the wage increase of 6% under the annual collective work agreement of November 2012.  This reflected the PID (Retirement Incentive) Program.  The retirements covered by the program did not all take place in the third quarter, since the final deadline is December 2013.   The effects of the PID were partially offset by entry of 565 new employees.

 

Number of employees

Cemig (Holding company), Cemig GT and Cemig D

 

 

Post-retirement obligations

 

Post-retirement liabilities in 3Q13 were R$ 42 million, 25.25% higher than in 3Q12 (R$ 33 million).  The expense basically reflects monetary updating of the obligation and this variation arises, principally, from reduction of the discount rate on the actuarial obligations as from December 31, 2012 (3.66% in 2012, compared to 5.53% in 2011), which had the consequence of increasing the actuarial obligations recorded by the company as from that date.

 

Outsourced services

 

The expense on outsourced services in 3Q13 was R$ 211mn, 2.51% less than in 3Q12 (R$ 216mn).  The main differences were in contracting of outsourced workers (reduction of 47.33%), expenses on communication (reduction of 57.42%), and reduction in costs of disconnection and reconnection (down 57.88%).

 

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Table of Contents

 

Other operational expenses, net

 

The other items of operational costs and expenses totaled R$ 115mn in 3Q13, 42.33% more than in 3Q12 (R$ 81mn).  This mainly reflects the Pasep and Cofins taxes applying to the reimbursement of funds made from the Energy Development Account (CDE) to compensate for the subsidies in the TUSD (Tariff for use of the Distribution System) that were not incorporated into client tariffs.

 

Equity method gains (losses)

 

The total of Equity gains (losses) in subsidiaries in 3Q13 was a gain of R$ 349 million, which is 24.21% less than the gain of R$ 461 million in 3Q12.

This reflects the fact that the figure for the previous year (3Q12) included the equity gain arising from the public offering of shares in Taesa.

 

Financial revenues and expenses

 

Financial revenues

 

 

Financial expenses

 

 

Cemig reports net financial expenses in 3Q13 of R$ 119mn, compared to net financial expenses of R$ 197.3mn in 3Q12.  The main factors in this are:

 

·                      revenue from cash investment 77.06% higher, at R$ 96mn in 3Q13, compared to R$ 54mn in 3Q12, due to a higher volume of cash available for investment in 2013;

 

·                      penalty fees for late payments of electricity bills 22.30% lower, at R$ 34mn in 3Q13, compared to R$ 44mn in 3Q12, reflecting a settlement with a major client in 2012 for non-payment of the TUSD charges in prior periods;

 

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·                      costs of loans and financings 32.41% lower, at R$ 179 million in 3Q13, compared to R$ 265 million in 3Q12, basically due to the reduction in the volume of funds raised indexed to the CDI rate; and

 

·                      monetary updating on loans and financings 34.63% lower, at R$ 30mn in 3Q13, compared to R$ 46mn in 3Q12.  This basically reflects a lower volume of funds raised that were indexed to IPCA inflation.

 

Income tax and Social Contribution tax

 

In 3Q13, Cemig’s expenses on income tax and the Social Contribution tax totaled R$ 194 million, on pre-tax profit of R$ 983 million, a percentage of 19.73%.

In 3Q12, Cemig’s expense on income tax and the Social Contribution tax totaled R$ 232 million, on pre-tax profit of R$ 1.169 billion, a percentage of 19.81%.

 

Regulatory Assets and Liabilities

 

Following the alignment of Brazilian accounting practices with IFRS, as from 2010 regulatory assets and liabilities are no longer recorded in the Company’s financial statements; and amounts relating to regulatory items are recognized in the Profit and loss account only as from the moment they are included in the Company’s tariff.

 

This table shows the effects that regulatory assets and liabilities would have had if they had been recognized in the Company’s Statement of financial position:

 

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Sep. 30, 2013

 

Dec. 31, 2012

 

Jan. 1, 2012

 

Assets

 

 

 

 

 

 

 

Anticipated expenses — CVA (1)

 

1,186,175

 

884,209

 

332,829

 

Review of the Tariff for Use of the Distribution Network (TUSD) (2)

 

 

3,089

 

3,089

 

Low-income subsidy

 

 

335

 

591

 

TUSD discounts — Source with incentive

 

57,312

 

59,627

 

26,620

 

TUSD discounts — Self-producers and Independent Producers

 

(346

)

7,597

 

29,137

 

Reduction of Tariff for use of transmission and distribution systems

 

2,959

 

 

 

Discounts for irrigation operations

 

9,826

 

8,338

 

20,231

 

Other regulatory assets

 

46,972

 

17,735

 

31,198

 

 

 

1,302,897

 

980,931

 

443,785

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

‘Portion A’

 

 

 

(9,646

)

Regulatory liabilities — CVA (1)

 

(821,113

)

(294,474

)

(559,253

)

Low-income subsidy

 

 

(1,493

)

(147,695

)

Other regulatory liabilities

 

(105,908

)

(4,487

)

(35,855

)

Effect on Stockholders’ equity of increase in stake in jointly-controlled subsidiary

 

 

5,248

 

5,248

 

 

 

(927,021

)

(295,206

)

(747,201

)

 


(1) Portion A Costs Variation Compensation Account (CVA).

(2) Tariff for Use of Distribution Systems (TUSD).

 

The net effects of regulatory assets and liabilities on the Company’s Profit and loss account, if they had been recorded, would have been as follows:

 

 

 

Sep. 30, 2013

 

Sep. 30, 2012

 

Net profit for the period

 

2,271,426

 

2,172,751

 

Anticipated expenses and Regulatory liabilities — CVA (1)

 

(385,959

)

261,843

 

Other regulatory items (2)

 

72,261

 

96,232

 

Effects of tax on Regulatory assets and liabilities

 

126,886

 

(148,248

)

Net profit for the period taking into account regulatory assets and liabilities

 

2,084,614

 

2,382,578

 

 


(1) Portion A Costs Variation Compensation Account (CVA).

(2) Tariff for Use of Distribution Systems (TUSD).

 

Ebitda

 

Cemig’s consolidated Ebitda in 3Q13 was 1.57% higher than in 3Q12:

 

Ebitda — R$mn 

 

3Q13

 

3Q12

 

Change
%

 

Net profit for the period

 

788,841

 

937,131

 

(15.82

)

+ Provision for income tax and Social Contribution tax

 

193,909

 

231,638

 

(16.29

)

+ Financial revenue (expenses)

 

119,315

 

169,831

 

(29.74

)

+ Amortization and depreciation

 

186,589

 

188,856

 

(1.20

)

= EBITDA

 

1,288,654

 

1,527,456

 

(15.63

)

— Adjustment for gain on dilution of interest in a jointly-controlled subsidiary

 

 

(258,705

)

 

= ADJUSTED EBITDA

 

1,288,654

 

1,268,751

 

1.57

 

 

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Adjusted consolidated Ebitda was slightly - 1.57% - higher, in line with profit being 2.9% higher than adjusted profit in 3Q12, this factor being partially offset by lower equity gain on subsidiaries (after disposal of the interest in the TBE Group), and by net revenue 3.46% lower. Cemig D’s Ebitda 18.88% lower in 3Q13 than 3Q12 mainly reflected its revenue being 5.61% lower YoY. Cemig GT’s Ebitda being 25.51% lower in 3Q13 than 3Q12 mainly reflected operational costs and expenses 41.45% higher (excluding the effects of depreciation and amortization), partially offset by net revenue 8.96% higher. Adjusting Cemig GT’s Ebitda for the non-recurring effect of the gain on disposal of an equity interest in a jointly-controlled subsidiary, which took place in 3Q12, the reduction would be 2.84%.

 

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Debt

 

 

Cemig’s total consolidated debt at September 30, 2013 was R$ 9.538 billion, 8.42% less than on December 31, 2012. The ratio debt/consolidated stockholders’ equity (equity = R$ 13.198 billion) was 72.27%, and book value per share was R$ 13.71.

 

 

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ACQUISITIONS

 

BRASIL PCH

 

On June 14, 2013 Cemig GT signed a share purchase agreement with Petrobras for acquisition of 49% of the common shares of Brasil PCH.  On August 8, an Investment Agreement was signed between Cemig GT, Renova Energia S.A, RR Participações S.A, Light Energia S.A and Chipley (a special-purpose company), governing entry of Cemig GT into the controlling stockholding block of Renova, and assigning the Share Purchase Agreement for purchase of the interest in Brasil PCH to Chipley.

 

The transaction for acquisition of an interest in Brasil PCH was subject to rights of first refusal, and/or joint sale, held by the other stockholders of Brasil PCH.  At expiry of that right no party exercised a right of purchase, and only the stockholder Jobelpa S.A, holder of 2% of the shares, exercised the right of joint sale. Thus Chipley will acquire 51% of Brasil PCH, for R$ 676 mn, on the base date December 31, 2012, updated by the CDI rate plus 2% p.a. up to the date of payment. Completion is subject to approval by regulators.

 

The acquisition is part of the strategy in Cemig’s Long-Term Strategic Plan to aim for sustainable growth, through transactions that can add value to its present assets and provide its stockholders with the appropriate and attractive return on their investment.

 

For more information please see the Material Announcement at this link:

Brasil PCH Aquisition

 

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RENEWAL OF CONCESSIONS

 

The government passed Law 12783 (initially Provisional Measure 579), aiming to end discussion on the possibility of extension of the electricity concession covered by Articles 17 (Paragraph 5), 19 and 22 of Law 9074 of 1995.

 

Cemig opted not to renew its concessions for 18 hydroelectric plants. Cemig believes that it has the right to extension of its concessions for the Jaguara, São Simão and Miranda plants, whose initial periods have expiration dates in August 2013, January 2015 and December 2016, respectively, under the conditions in force prior to Provisional Measure 579, expressed in clauses of the concession contracts themselves and in Article 19 of Law 9074 of 1995.

 

On August 29, 2013, Cemig GT obtained an injunction from the Brazilian Higher Appeal Court (Superior Tribunal de Justiça, or STJ) in an application for order of mandamus against the decision by the Mining and Energy Ministry not to extend the concession of the Jaguara Hydroelectric Plant.  The Ministry alleges that extension of the concession is a discretionary right of the federal government.  The injunction was given by Justice Ari Pargendler, and ensures that Cemig will continue to operate Jaguara until final judgment of the action.

 

STJ - Jaguara

 

DIVIDENDS

 

Cemig’s dividend policy guarantees (i) distribution of 50% of Net profit as obligatory dividend to the company’s stockholders, subject to the other provisions of the bylaws and the applicable legislation; and (ii) allocation of the balance, after any retention specified in a capital budget and/or investment plan prepared by the management of Cemig, in obedience to the Strategic Plan and the dividend policy therein specified and duly approved, to constitute the earnings reserve for distribution of extraordinary dividends, up to the maximum limit specified by law.

 

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Without prejudice to the obligatory dividend, every two years Cemig will use this earnings reserve for distribution of extraordinary dividends up to the limit of cash available.

 

The Board of Directors may declare interim dividends, in the form of Interest on Equity, on account of accumulated profits, profit reserves, or profits found in the 6-monthly or interim financial statements.

 

This table shows payments made to stockholders over the last five years:

 

Date approved

 

Type of payment

 

Amount per
share, R$

 

April 30, 2013

 

Dividend

 

1.43

 

Dec. 20, 2012

 

Interest on Equity

 

1.99

 

Dec. 20, 2012

 

Extraordinary dividends

 

1.88

 

April 27, 2012

 

Dividend

 

1.90

 

Dec. 9, 2011

 

Extraordinary dividends

 

1.25

 

April 29 2011

 

Dividend

 

1.75

 

Dec. 16, 2010

 

Extraordinary dividends

 

1.32

 

April 29, 2010

 

Dividend

 

1.50

 

April 29 2009

 

Dividend

 

1.90

 

April 25, 2008

 

Dividend

 

1.78

 

 

Cemig’s dividend yield has been growing significantly over the last five years, providing an increasingly higher return to the stockholder:

 

 

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Light — Highlights of 3Q13

 

·                      Total energy sold in 3Q13 was 1.7% higher than in 3Q12, at 5,581 GWh, reflecting increased consumption by the Commercial segment — which was up 2.5% YoY — and the group Others, up 3.8% YoY.

 

·                      Consolidated net revenue in the quarter, excluding construction revenue, was R$ 1.615 billion, up 3.8% from 3Q12.  Revenue increased in all the sectors of the Company’s business, led by trading, in which revenue was up 102.5% YoY.

 

·                      Consolidated Ebitda in the quarter was R$ 722.0mn, 161.1% higher than in 3Q12, boosted by the receipt of cash transferred from the CDE fund totaling R$ 303.4mn, approved by Aneel in the tariff review, reimbursing costs of purchase of electricity incurred in the previous quarters.  Even excluding this effect, Ebitda was a significant 51.4% higher YoY.

 

·                      Net profit in 3Q13 was 282.1% higher than in 3Q12, at R$ 321.5mn in 3Q13, also reflecting the impact of the inflow of funds from the CDE.  Even so, without this effect profit was still up 44.1% YoY.

 

·                      Non-technical losses in the last 12 months were 43.7%, calculated as a percentage of the low-voltage market invoiced (Aneel criterion), representing a reduction of 1.7 percentage points from their level at the end of December 2012.

 

·                      The percentage of total billing collected in the quarter was 97.9%, in line with its level in 3Q12.  Provisions for doubtful receivables were 2.0% of gross revenue from invoicing of electricity, totaling R$ 37.1mn, almost in line with the provision in 3Q12.

 

·                      At the end of September Light had net debt of R$ 4.152 billion, 2.4% higher than at the end of June 2013.  Its leverage as expressed by Net debt/Ebitda was 2.68x.

 

·                     On November 5, 2013 Aneel approved the Tariff Review of Light SESA, with an effective average increase of 3.65% on consumers’ electricity bills, applied from November 7, 2013.

 

For more information please see this link:

Press-release Light 3T13

 

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Taesa — Highlights of 3Q13

 

·                      In 3Q13 Taesa entered a new phase of its development: it accounted the first complete quarter of TBE, insourced the O&M activities of the concessions of ATE, ATEII, ATE III and STE, and completed settlement of the Transmineiras deal, through its affiliated company EATE.

 

·                      Taesa reports consolidated IFRS net profit for 3Q13 of R$ 477.9 million, 59.6% higher than for 3Q12. Regulatory Ebitda (a non-IFRS measure) was R$ 315.8 million, R$ 24.6 million higher than in 3Q12, with Ebitda margin of 87.8%.

 

·                      The processing of insourcing O&M of ATE, ATEII, ATE III and STE — replacement of the outsourced group that previously providing this service with the company’s own internal staff team — was completed in September. The purpose of this was to reduce costs, and optimize the operations of these concessions, using the advantages of Taesa’s own technical expertise, and scale, and the privileged geographical position of its assets.

 

·                      On August 8, through the affiliate EATE, Taesa acquired 10% of the transmission companies Transudeste, Transleste and Transirapé. This purchase was settled on October 17 with a payment of R$ 33.5 million by EATE from its own funds.

 

On the following pages Taesa presents its results for 3Q13.

 

3Q13 Taesa Earnings

 

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FINANCIAL STATEMENTS BY COMPANY

 

FINANCIAL STATEMENTS SEPARATED BY COMPANY — SEPTEMBER 31, 2013

 

ITEM

 

HOLDING

 

CEMIG GT

 

CEMIG D

 

LIGHT

 

TAESA

 

GASMIG

 

CEMIG
TELECOM

 


CARVALHO

 

ROSAL

 

OTHERS

 

ELIMINATIONS/
TRANSFERS

 

TOTAL

 

ASSETS

 

14,835,981

 

12,586,529

 

12,543,353

 

4,975,832

 

4,867,312

 

1,071,575

 

427,251

 

176,385

 

154,770

 

3,874,234

 

(16,417,096

)

39,096,126

 

Cash and equivalents

 

426,884

 

896,246

 

632,464

 

615,617

 

241,878

 

38,888

 

22,459

 

9,499

 

12,176

 

222,760

 

 

3,118,871

 

Securities

 

1,107,621

 

788,388

 

468,687

 

 

82,445

 

46,354

 

40,060

 

11,566

 

10,515

 

158,957

 

 

2,714,593

 

Accounts receivable

 

 

 

610,217

 

1,633,317

 

450,112

 

88,151

 

138,938

 

 

5,727

 

3,912

 

64,607

 

(34,873

)

2,960,108

 

Taxes

 

425,826

 

96,436

 

1,452,490

 

359,148

 

315,868

 

65,869

 

28,581

 

554

 

89

 

16,124

 

 

2,760,985

 

Other assets

 

584,774

 

304,717

 

1,525,699

 

495,492

 

92,072

 

156,247

 

57,896

 

4,010

 

53

 

151,039

 

(532,810

)

2,839,189

 

Investments/ Fixed Intangible/ Financial Assets of Concession

 

12,290,876

 

9,890,525

 

6,830,696

 

3,055,463

 

4,046,898

 

625,279

 

278,255

 

145,029

 

128,025

 

3,260,747

 

(15,849,413

)

24,702,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

14,835,981

 

12,586,529

 

12,543,353

 

4,975,832

 

4,867,312

 

1,071,575

 

427,251

 

176,385

 

154,770

 

3,874,234

 

(16,417,096

)

39,096,126

 

Suppliers and supplies

 

7,485

 

214,792

 

804,163

 

201,240

 

26,196

 

44,028

 

15,995

 

844

 

1,693

 

60,852

 

(52,828

)

1,324,460

 

Loans, financings and debentures

 

 

 

4,121,585

 

5,300,092

 

1,934,679

 

2,107,296

 

209,632

 

139,458

 

 

 

1,632,255

 

 

15,444,997

 

Interest on Equity, and dividends

 

1,169,349

 

172,975

 

119,947

 

30,721

 

5,190

 

21,774

 

 

7,467

 

10,519

 

56,762

 

(425,354

)

1,169,350

 

Post-retirement liabilities

 

212,833

 

611,595

 

1,867,137

 

446,285

 

 

 

756

 

 

 

 

 

3,138,606

 

Taxes

 

20,735

 

403,696

 

925,619

 

234,197

 

675,812

 

66,529

 

19,481

 

43,161

 

1,669

 

46,181

 

 

2,437,080

 

Other liabilities

 

227,653

 

534,603

 

876,983

 

314,372

 

59,060

 

183,249

 

3,413

 

3,667

 

2,079

 

190,929

 

(12,300

)

2,383,708

 

Stockholders’ equity

 

13,197,926

 

6,527,283

 

2,649,412

 

1,814,338

 

1,993,758

 

546,363

 

248,148

 

121,246

 

138,810

 

1,887,255

 

(15,926,614

)

13,197,925

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PROFIT AND LOSS ACCOUNT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

241

 

3,721,617

 

6,799,591

 

1,820,132

 

746,884

 

531,608

 

106,672

 

43,103

 

32,829

 

424,662

 

(315,958

)

13,911,381

 

OPERATIONAL COSTS AND EXPENSES

 

(96,593

)

(2,022,718

)

(5,856,116

)

(1,474,636

)

(118,981

)

(439,963

)

(92,796

)

(10,203

)

(13,926

)

(200,390

)

234,492

 

(10,091,830

)

Electricity bought for resale

 

 

 

(903,049

)

(2,925,655

)

(958,151

)

 

 

 

(1,058

)

(4,149

)

(60,990

)

152,703

 

(4,700,349

)

Charges for use of the national grid

 

 

 

(188,072

)

(275,724

)

 

 

 

 

 

(1,638

)

(23,436

)

112,631

 

(376,239

)

Gas bought for resale

 

 

 

 

 

 

 

 

 

(398,595

)

 

 

 

 

 

(398,595

)

Personnel

 

(38,383

)

(245,980

)

(694,898

)

(75,213

)

(28,666

)

(10,537

)

(31,025

)

(974

)

(1,074

)

(16,911

)

 

(1,143,661

)

Employee profit share

 

(8,948

)

(44,387

)

(54,895

)

 

(3,481

)

 

(1,152

)

(123

)

(150

)

(868

)

 

(114,004

)

Post-retirement liabilities

 

(8,285

)

(28,456

)

(89,130

)

 

 

 

 

 

 

 

 

(125,871

)

Materials

 

(131

)

(59,383

)

(36,121

)

(4,802

)

(14,099

)

(573

)

(155

)

(216

)

(153

)

(693

)

 

(116,326

)

Outsourced services

 

(6,623

)

(99,659

)

(530,848

)

(108,004

)

(33,221

)

(2,650

)

(17,601

)

(1,987

)

(2,200

)

(37,268

)

23,421

 

(816,640

)

Depreciation and Amortization

 

(324

)

(215,971

)

(313,483

)

(95,062

)

(1,494

)

(16,612

)

(28,259

)

(4,160

)

(3,275

)

(42,792

)

(17,042

)

(738,474

)

Royalties for use of water resources

 

 

(90,168

)

 

 

 

 

 

(1,322

)

(965

)

(3,476

)

 

(95,931

)

Operational provisions (reversals)

 

(8,050

)

(8,267

)

(127,185

)

(49,770

)

681

 

 

(32

)

7

 

(7

)

(3,510

)

 

(196,133

)

Infrastructure construction cost

 

 

(80,696

)

(616,958

)

(147,898

)

(30,813

)

 

 

 

 

(822

)

 

(877,187

)

Other expenses, net

 

(25,849

)

(58,630

)

(191,219

)

(35,736

)

(7,888

)

(10,996

)

(14,572

)

(370

)

(315

)

(9,624

)

(37,221

)

(392,420

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity gain (loss) in subsidiaries

 

2,104,917

 

340,794

 

 

54,677

 

15,973

 

 

 

 

 

2,471

 

(2,515,993

)

2,839

 

Net income not performed

 

(80,959

)

 

 

 

 

 

 

 

 

 

 

(80,959

)

Gain (loss) on investment alienation

 

378,378

 

(94,080

)

 

 

 

 

 

 

 

 

 

284,298

 

Financial revenue

 

111,884

 

85,462

 

211,394

 

76,940

 

67,347

 

21,731

 

5,476

 

1,378

 

1,028

 

21,840

 

 

604,480

 

Financial expenses

 

(25,372

)

(365,704

)

(464,331

)

(191,005

)

(193,078

)

(15,632

)

(11,086

)

(261

)

(68

)

(54,993

)

4

 

(1,321,526

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

PRE-TAX PROFIT

 

2,392,496

 

1,665,371

 

690,538

 

286,108

 

518,145

 

97,744

 

8,266

 

34,017

 

19,863

 

193,590

 

(2,597,455

)

3,308,683

 

Income tax and Social Contribution tax

 

(82,918

)

(491,019

)

(201,019

)

(33,964

)

(66,529

)

(32,983

)

(5,788

)

(12,317

)

(1,355

)

(39,214

)

 

(967,106

)

Deferred income tax and Social Contribution tax

 

(38,152

)

46,883

 

(33,886

)

(46,895

)

3,238

 

 

(1,810

)

783

 

(81

)

(227

)

 

(70,147

)

NET INCOME FOR THE PERIOD

 

2,271,426

 

1,221,235

 

455,633

 

205,249

 

454,854

 

64,761

 

668

 

22,483

 

18,427

 

154,149

 

(2,597,455

)

2,271,430

 

 

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Information by operational segment

 

INFORMATION BY OPERATIONAL SEGMENT — SEPTEMBER 31, 2013

 

ITEM

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

TELECOMUNICATIONS

 

GAS

 

OTHERS

 

ELIMINATIONS

 

TOTAL

 

ASSETS

 

9,528,261

 

3,966,158

 

14,216,435

 

337,752

 

570,691

 

2,506,608

 

(411,796

)

30,714,109

 

INVESTMENTS IN THE SEGMENT

 

250,154

 

83,448

 

616,958

 

22,525

 

 

 

 

973,085

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

3,742,207

 

198,000

 

6,799,591

 

84,797

 

 

70,094

 

(232,209

)

10,662,480

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY SERVICE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(935,052

)

 

 

(2,925,655

)

 

 

(9

)

133,152

 

(3,727,564

)

Charges for the use of the national grid

 

(193,218

)

(219

)

(275,725

)

 

 

 

72,887

 

(396,275

)

Total operational costs, Electricity and Gas

 

(1,128,270

)

(219

)

(3,201,380

)

 

 

(9

)

206,039

 

(4,123,839

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(168,877

)

(79,150

)

(694,898

)

(9,770

)

 

(43,826

)

 

(996,521

)

Employees’ and managers’ profit shares

 

(30,102

)

(14,559

)

(54,895

)

(1,021

)

 

(9,384

)

 

(109,961

)

Post-retirement obligations

 

(19,122

)

(9,334

)

(89,130

)

 

 

(8,285

)

 

(125,871

)

Materials

 

(5,019

)

(3,082

)

(36,121

)

(100

)

 

(236

)

 

(44,558

)

Raw Material

 

(51,812

)

 

 

 

 

 

 

(51,812

)

Outsourced Services

 

(96,105

)

(21,804

)

(530,848

)

(15,229

)

 

(9,022

)

22,959

 

(650,049

)

Depreciation and Amortization

 

(232,772

)

 

 

(313,483

)

(22,972

)

 

(343

)

(4,144

)

(573,714

)

Royalties for use of water resources

 

(93,996

)

 

 

 

 

 

 

 

(93,996

)

Operational provisions

 

(5,527

)

(2,712

)

(127,185

)

(17

)

 

(11,359

)

(142

)

(146,942

)

Construction cost

 

 

(80,696

)

(616,958

)

 

 

 

 

(697,654

)

Other

 

(46,081

)

(14,082

)

(191,218

)

(13,637

)

 

(26,881

)

(616

)

(292,515

)

Total cost of operation

 

(749,413

)

(225,419

)

(2,654,736

)

(62,746

)

 

(109,336

)

18,057

 

(3,783,593

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(1,877,683

)

(225,638

)

(5,856,116

)

(62,746

)

 

(109,345

)

224,096

 

(7,907,432

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit before Equity gains (losses) and Financial revenue (expenses)

 

1,864,524

 

(27,638

)

943,475

 

22,051

 

 

(39,251

)

(8,113

)

2,755,048

 

Equity gain (loss) in subsidiaries

 

16,098

 

438,747

 

122,574

 

(14,802

)

62,614

 

(25,543

)

 

599,688

 

Gain ons ale of Investments

 

 

(94,080

)

 

 

 

378,378

 

 

284,298

 

Net income not performed

 

 

 

 

 

 

(80,959

)

 

(80,959

)

Financial revenue

 

74,567

 

24,131

 

211,394

 

4,158

 

 

116,001

 

 

430,251

 

Financial expenses

 

(208,168

)

(163,663

)

(464,331

)

(3,142

)

 

(25,384

)

 

(864,688

)

PRE-TAX PROFIT

 

1,747,021

 

177,497

 

813,112

 

8,265

 

62,614

 

323,242

 

(8,113

)

3,123,638

 

Income tax and Social Contribution tax

 

(567,462

)

87,598

 

(234,905

)

(7,598

)

 

(129,845

)

 

(852,212

)

NET INCOME FOR THE PERIOD

 

1,179,559

 

265,095

 

578,207

 

667

 

62,614

 

193,397

 

(8,113

)

2,271,426

 

 

62



Table of Contents

 

ITEM

 

GENERATION

 

TRANSMISSION

 

DISTRIBUTION

 

TELECOMUNICATIONS

 

GAS

 

OTHERS

 

ELIMINATIONS

 

TOTAL

 

ASSETS

 

9,331,240

 

5,292,865

 

13,470,833

 

378,087

 

520,876

 

3,406,580

 

(642,628

)

31,757,853

 

INVESTMENTS IN THE SEGMENT

 

70,640

 

70,079

 

980,799

 

16,086

 

 

 

 

1,137,604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET OPERATIONAL REVENUE

 

3,152,605

 

343,210

 

6,981,507

 

86,715

 

 

51,781

 

(287,629

)

10,328,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COST OF ELECTRICITY AND GAS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity bought for resale

 

(431,088

)

 

(2,800,406

)

 

 

(17

)

126,493

 

(3,105,018

)

Charges for the use of the national grid

 

(205,127

)

(158

)

(594,585

)

 

 

 

135,213

 

(664,657

)

Total operational costs, Electricity and Gas

 

(636,215

)

(158

)

(3,394,991

)

 

 

(17

)

261,706

 

(3,769,675

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATIONAL COSTS AND EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel and managers

 

(136,907

)

(77,374

)

(568,701

)

(11,391

)

 

(38,699

)

 

(833,072

)

Employees’ and managers’ profit shares

 

(27,985

)

(13,498

)

(117,521

)

(1,543

)

 

(13,586

)

 

(174,133

)

Post-retirement obligations

 

(15,116

)

(7,378

)

(70,416

)

 

 

(7,583

)

 

(100,493

)

Materials

 

(12,264

)

(5,127

)

(34,954

)

(92

)

 

(961

)

 

(53,398

)

Outsourced Services

 

(87,521

)

(24,590

)

(499,535

)

(13,858

)

 

(16,694

)

23,735

 

(618,463

)

Depreciation and Amortization

 

(253,369

)

 

(278,209

)

(24,148

)

 

(300

)

(4,145

)

(560,171

)

Royalties for use of water resources

 

(139,021

)

 

 

 

 

 

 

 

(139,021

)

Operational provisions

 

(1,831

)

(945

)

(67,505

)

(10

)

 

8,886

 

 

 

(61,405

)

Construction cost

 

 

(70,079

)

(980,799

)

 

 

 

 

 

(1,050,878

)

Other

 

(40,265

)

(16,847

)

(145,795

)

(12,512

)

 

(25,992

)

(2,622

)

(244,033

)

Total cost of operation

 

(714,279

)

(215,838

)

(2,763,435

)

(63,554

)

 

(94,929

)

16,968

 

(3,835,067

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TOTAL COST

 

(1,350,494

)

(215,996

)

(6,158,426

)

(63,554

)

 

(94,946

)

278,674

 

(7,604,742

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operational profit before Equity gains (losses) and Financial revenue (expenses)

 

1,802,111

 

127,214

 

823,081

 

23,161

 

 

(43,165

)

(8,955

)

2,723,447

 

Equity gain (loss) in subsidiaries

 

(17,375

)

632,002

 

90,818

 

(14,079

)

41,526

 

(34,567

)

 

698,325

 

Financial revenue

 

86,920

 

25,941

 

227,381

 

7,499

 

 

162,809

 

 

510,550

 

Financial expenses

 

(253,920

)

(185,795

)

(433,250

)

(3,578

)

 

(144,707

)

 

(1,021,250

)

PRE-TAX PROFIT

 

1,617,736

 

599,362

 

708,030

 

13,003

 

41,526

 

(59,630

)

(8,955

)

2,911,072

 

Income tax and Social Contribution tax

 

(531,757

)

10,899

 

(207,901

)

(9,080

)

 

(482

)

 

(738,321

)

NET INCOME FOR THE PERIOD

 

1,085,979

 

610,261

 

500,129

 

3,923

 

41,526

 

(60,112

)

(8,955

)

2,172,751

 

 

63



Table of Contents

 

Permitted Annual Revenue (RAP)

 

Values of RAP (Permitted Annual Revenue)

Specified by Aneel Homologating Resolution NO 1313*

 

 

 

 

 

 

 

Cemig

 

 

 

 

 

 

 

% Cemig

 

Consolidated

 

 

 

Company

 

RAP

 

Interest

 

result

 

Cemig GT

 

Taesa

 

 

 

42.38

%

 

 

834,801,871

 

ETEO

 

138,821,046

 

100.00

%

58,832,359

 

 

 

ETAU

 

34,233,842

 

52.58

%

7,628,465

 

 

 

NOVATRANS

 

410,285,116

 

100.00

%

173,878,832

 

 

 

TSN

 

385,688,466

 

100.00

%

163,454,772

 

 

 

GTESA

 

7,020,998

 

100.00

%

2,975,499

 

 

 

PATESA

 

16,862,257

 

100.00

%

7,146,225

 

 

 

Munirah

 

28,801,740

 

100.00

%

12,206,178

 

 

 

Brasnorte

 

19,815,772

 

38.67

%

3,247,477

 

 

 

Abengoa

 

 

 

 

 

 

 

 

 

NTE

 

120,846,985

 

100.00

%

51,214,952

 

 

 

STE

 

64,484,461

 

100.00

%

27,328,514

 

 

 

ATEI

 

117,617,545

 

100.00

%

49,846,316

 

 

 

ATEII

 

179,036,270

 

100.00

%

75,875,571

 

 

 

ATEIII

 

88,907,345

 

100.00

%

37,678,933

 

 

 

TBE

 

 

 

 

 

 

 

 

 

EATE

 

339,625,778

 

49.98

%

71,937,916

 

 

 

STC

 

32,009,160

 

39.99

%

5,424,836

 

 

 

Lumitrans

 

21,013,276

 

39.99

%

3,561,280

 

 

 

ENTE

 

177,715,565

 

49.99

%

37,650,397

 

 

 

ERTE

 

39,891,971

 

49.99

%

8,451,418

 

 

 

ETEP

 

77,375,558

 

49.98

%

16,389,322

 

 

 

ECTE

 

75,000,117

 

19.09

%

6,067,766

 

 

 

EBTE

 

36,697,741

 

74.49

%

11,585,059

 

 

 

ESDE ***

 

5,396,285

 

49.97

%

1,142,787

 

 

 

ESTE ***

 

15,784,209

 

19.09

%

1,276,996

 

 

 

Cemig GT

 

167,520,066

 

100.00

%

167,520,066

 

167,520,066

 

Cemig Itajuba

 

32,373,715

 

100.00

%

32,373,715

 

32,373,715

 

Centroeste

 

13,735,420

 

51.00

%

7,005,064

 

 

 

Transirapé

 

17,809,759

 

24.50

%

4,363,391

 

 

 

Transleste

 

32,211,700

 

25.00

%

8,052,925

 

 

 

Transudeste

 

19,965,117

 

24.00

%

4,791,628

 

 

 

Light

 

7,058,788

 

32.47

%

2,291,988

 

 

 

Transchile**

 

18,748,407

 

49.00

%

9,186,720

 

 

 

RAP : CEMIG TOTALS

 

 

 

 

 

1,070,387,369

 

1,034,695,652

 

 


*  Permitted Annual Revenue in effect from July 1, 2012 to June 30, 2013.

 

**Transmission revenue of Chile-based Transchile is set in US$, and adjusted annually by Chilean government Decree 163 (http://www.cne.cl/images/stories/normativas/otros%20niveles/electricidad/DOC65_-_decreto163obrasurgentes.pdf).  For the year 2012 (January through December) its budgeted transmission revenue was in the order of US$ 8,314,000.  For the year 2013 the figure currently expected is US$ 8,462,000.00. For conversion into Reais in this table, the exchange rate of November 13, 2012 was used: R$ 2.0614/US$.

 

*** Pre-Operational

 

64



Table of Contents

 

Plants

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year

 

 

 

 

 

 

 

 

 

Installed

 

 

 

 

 

 

 

Concession or

 

 

 

 

 

 

 

Cemig’s

 

Capacit

 

Assured Energy

 

Installed

 

Assured Energy

 

Authorization

 

Plant

 

Type

 

Company

 

Interest

 

(MW)

 

(average MW)

 

Capacit (MW)*

 

(average MW)*

 

Expires

 

Aimorés

 

Hydroelectric

 

Cemig GT

 

49

%

330.00

 

172.00

 

161.70

 

84.28

 

20/12/2035

 

Camargos

 

Hydroelectric

 

Cemig GT

 

100

%

46.00

 

21.00

 

46.00

 

21.00

 

08/07/2015

 

Emborcação

 

Hydroelectric

 

Cemig GT

 

100

%

1,192.00

 

497.00

 

1,192.00

 

497.00

 

23/07/2025

 

Funil

 

Hydroelectric

 

Cemig GT

 

49

%

180.00

 

89.00

 

88.20

 

43.61

 

20/12/2035

 

Igarapava

 

Hydroelectric

 

Cemig GT

 

15

%

210.00

 

136.00

 

30.45

 

19.72

 

30/12/2028

 

Itutinga

 

Hydroelectric

 

Cemig GT

 

100

%

52.00

 

28.00

 

52.00

 

28.00

 

08/07/2015

 

Irapé

 

Hydroelectric

 

Cemig GT

 

100

%

399.00

 

210.70

 

399.00

 

210.70

 

28/02/2035

 

Jaguara

 

Hydroelectric

 

Cemig GT

 

100

%

424.00

 

336.00

 

424.00

 

336.00

 

28/08/2013

 

Miranda

 

Hydroelectric

 

Cemig GT

 

100

%

408.00

 

202.00

 

408.00

 

202.00

 

23/12/2016

 

Nova Ponte

 

Hydroelectric

 

Cemig GT

 

100

%

510.00

 

276.00

 

510.00

 

276.00

 

23/07/2025

 

Porto Estrela

 

Hydroelectric

 

Cemig GT

 

33

%

112.00

 

55.80

 

37.33

 

18.60

 

10/07/2032

 

Queimado

 

Hydroelectric

 

Cemig GT

 

83

%

105.00

 

58.00

 

86.63

 

47.85

 

02/01/2033

 

Salto Grande

 

Hydroelectric

 

Cemig GT

 

100

%

102.00

 

75.00

 

102.00

 

75.00

 

08/07/2015

 

São Simão

 

Hydroelectric

 

Cemig GT

 

100

%

1,710.00

 

1,281.00

 

1,710.00

 

1,281.00

 

11/01/2015

 

Três Marias

 

Hydroelectric

 

Cemig GT

 

100

%

396.00

 

239.00

 

396.00

 

239.00

 

08/07/2015

 

Volta Grande

 

Hydroelectric

 

Cemig GT

 

100

%

380.00

 

229.00

 

380.00

 

229.00

 

23/02/2017

 

Anil

 

PCH

 

Cemig GT

 

100

%

2.08

 

1.16

 

2.08

 

1.16

 

08/07/2015

 

Bom Jesus do Galho

 

PCH

 

Cemig GT

 

100

%

0.36

 

0.13

 

0.36

 

0.13

 

 

Cajuru

 

PCH

 

Cemig GT

 

100

%

7.20

 

3.48

 

7.20

 

3.48

 

08/07/2015

 

Gafanhoto

 

PCH

 

Cemig GT

 

100

%

14.00

 

6.68

 

14.00

 

6.68

 

08/07/2015

 

Jacutinga

 

PCH

 

Cemig GT

 

100

%

0.72

 

0.47

 

0.72

 

0.47

 

 

Joasal

 

PCH

 

Cemig GT

 

100

%

8.40

 

5.20

 

8.40

 

5.20

 

08/07/2015

 

Lages

 

PCH

 

Cemig GT

 

100

%

0.68

 

0.54

 

0.68

 

0.54

 

24/06/2010

 

Luiz Dias

 

PCH

 

Cemig GT

 

100

%

1.62

 

0.94

 

1.62

 

0.94

 

19/08/2025

 

Marmelos

 

PCH

 

Cemig GT

 

100

%

4.00

 

2.88

 

4.00

 

2.88

 

08/07/2015

 

Martins

 

PCH

 

Cemig GT

 

100

%

7.70

 

2.52

 

7.70

 

2.52

 

08/07/2015

 

Paciência

 

PCH

 

Cemig GT

 

100

%

4.08

 

2.36

 

4.08

 

2.36

 

08/07/2015

 

Pandeiros

 

PCH

 

Cemig GT

 

100

%

4.20

 

1.87

 

4.20

 

1.87

 

22/09/2021

 

Paraúna

 

PCH

 

Cemig GT

 

100

%

4.28

 

1.90

 

4.28

 

1.90

 

 

Peti

 

PCH

 

Cemig GT

 

100

%

9.40

 

6.18

 

9.40

 

6.18

 

08/07/2015

 

Pissarrão

 

PCH

 

Cemig GT

 

100

%

0.80

 

0.55

 

0.80

 

0.55

 

19/11/2004

 

Piau

 

PCH

 

Cemig GT

 

100

%

18.01

 

13.53

 

18.01

 

13.53

 

08/07/2015

 

Poço Fundo

 

PCH

 

Cemig GT

 

100

%

9.16

 

5.79

 

9.16

 

5.79

 

19/08/2025

 

Poquim

 

PCH

 

Cemig GT

 

100

%

1.41

 

0.58

 

1.41

 

0.58

 

08/07/2015

 

Rio de Pedra

 

PCH

 

Cemig GT

 

100

%

9.28

 

2.15

 

9.28

 

2.15

 

19/09/2024

 

Salto Morais

 

PCH

 

Cemig GT

 

100

%

2.39

 

0.74

 

2.39

 

0.74

 

01/07/2020

 

Santa Marta

 

PCH

 

Cemig GT

 

100

%

1.00

 

0.58

 

1.00

 

0.58

 

08/07/2015

 

São Bernardo

 

PCH

 

Cemig GT

 

100

%

6.82

 

3.42

 

6.82

 

3.42

 

19/08/2025

 

Sumidouro

 

PCH

 

Cemig GT

 

100

%

2.12

 

0.93

 

2.12

 

0.93

 

08/07/2015

 

Tronqueiras

 

PCH

 

Cemig GT

 

100

%

8.50

 

4.14

 

8.50

 

4.14

 

08/07/2015

 

Xicão

 

PCH

 

Cemig GT

 

100

%

1.81

 

0.61

 

1.81

 

0.61

 

19/08/2025

 

Igarapé

 

Thermal plant

 

Cemig GT

 

100

%

131.00

 

71.30

 

131.00

 

71.30

 

13/08/2024

 

Baguari

 

Hydroelectric

 

Cemig GT affiliate

 

34

%

140.00

 

80.20

 

47.60

 

27.27

 

15/08/2041

 

Santo Antônio

 

Hydroelectric

 

Cemig GT affiliate

 

10

%

981.66

 

996.80

 

98.17

 

99.68

 

12/06/2046

 

Praias de Parajuru

 

Wind Farm

 

Cemig GT affiliate

 

49

%

28.80

 

8.39

 

14.11

 

4.11

 

24/09/2032

 

Praia de Morgado

 

Wind Farm

 

Cemig GT affiliate

 

49

%

28.80

 

13.20

 

14.11

 

6.47

 

26/12/2031

 

Volta do Rio

 

Wind Farm

 

Cemig GT affiliate

 

49

%

42.00

 

18.41

 

20.58

 

9.02

 

26/12/2031

 

Cachoeirão

 

PCH

 

Cemig GT affiliate

 

49

%

27.00

 

16.37

 

13.23

 

8.02

 

25/07/2030

 

Paracambi

 

PCH

 

Cemig GT affiliate

 

49

%

25.00

 

19.53

 

12.25

 

9.57

 

 

Pipoca

 

PCH

 

Cemig GT affiliate

 

49

%

20.00

 

11.90

 

9.80

 

5.83

 

10/09/2031

 

Santa Luzia

 

PCH

 

Cemig GT affiliate

 

100

%

0.70

 

0.23

 

0.70

 

0.23

 

25/02/2026

 

Capim Branco I

 

Hydroelectric

 

Cemig Holding

 

26

%

240.00

 

155.00

 

63.54

 

41.04

 

29/08/2036

 

Capim Branco II

 

Hydroelectric

 

Cemig Holding

 

26

%

210.00

 

131.00

 

55.60

 

34.68

 

29/08/2036

 

Rosal

 

Hydroelectric

 

Cemig Holding

 

100

%

55.00

 

30.00

 

55.00

 

30.00

 

08/05/2032

 

Sá Carvalho

 

Hydroelectric

 

Cemig Holding

 

100

%

78.00

 

58.00

 

78.00

 

58.00

 

01/12/2024

 

Ipatinga

 

Hydroelectric

 

Cemig Holding

 

100

%

40.00

 

40.00

 

40.00

 

40.00

 

13/12/2014

 

Barreiro

 

Hydroelectric

 

Cemig Holding

 

100

%

12.90

 

11.37

 

12.90

 

11.37

 

30/04/2023

 

Machado Mineiro

 

PCH

 

Cemig Holding

 

100

%

1.72

 

1.14

 

1.72

 

1.14

 

08/07/2025

 

Pai Joaquim

 

PCH

 

Cemig Holding

 

100

%

23.00

 

2.41

 

23.00

 

2.41

 

01/04/2032

 

Salto do Paraopeba

 

PCH

 

Cemig Holding

 

100

%

2.46

 

 

2.46

 

 

04/10/2030

 

Salto do Passo Velho

 

PCH

 

Cemig Holding

 

100

%

1.80

 

1.48

 

1.80

 

1.48

 

04/10/2030

 

Salto Voltão

 

PCH

 

Cemig Holding

 

100

%

8.20

 

6.63

 

8.20

 

6.63

 

04/10/2030

 

 


* The installed capacit and the assured energy are already on cemig’s share

 

65



Table of Contents

 

* Installed capacity and physical power guarantee levels are expressed in accordance with Cemig’s proportional interest.

 

Appendices

 

Energy bought for resale, MWh

 

 

 

MWh

 

Source

 

2Q13

 

1Q13

 

‘Bilateral’ contracts

 

2,538,676

 

1,057,369

 

TOTAL ELECTRICITY BOUGHT

 

2,538,676

 

1,057,369

 

 

 

 

MWh

 

Source

 

2Q13

 

1Q13

 

From Itaipu Binacional

 

4,153

 

2,047

 

Bought under Proinfa program (alternative sources)

 

299

 

148

 

Nuclear Energy quota (Angra I and II Power plants

 

549

 

273

 

Physical guarantee quota contracts

 

3,542

 

1,740

 

‘Bilateral contracts’ prior to Law 10848/2004

 

832

 

420

 

Auctions in regulated Market

 

5,632

 

2,797

 

Spot market (CCEE)

 

490

 

274

 

TOTAL ELECTRICITY BOUGHT

 

15,498

 

7,699

 

 

Cemig D — Tables (R$ mn)

 

CEMIG D Market

 

 

 

(GWh)

 

GW

 

Quarter

 

Captive Consumers

 

TUSD ENERGY(1)

 

T.E.D(2)

 

TUSD PICK(3)

 

1Q11

 

5,613

 

4,385

 

9,998

 

23

 

2Q11

 

5,710

 

4,914

 

10,624

 

24

 

3Q11

 

5,841

 

5,047

 

10,888

 

25

 

4Q11

 

5,938

 

4,927

 

10,865

 

25

 

1Q12

 

6,034

 

4,797

 

10,831

 

25

 

2Q12

 

5,969

 

5,127

 

11,096

 

26

 

3Q12

 

6,166

 

5,274

 

11,441

 

24

 

4Q12

 

6,093

 

5,149

 

11,242

 

26

 

1Q13

 

6,170

 

4,586

 

10,756

 

28

 

2Q13

 

6,374

 

4,867

 

11,241

 

28

 

3Q13

 

6,486

 

5,017

 

11,503

 

29

 

 


(1) Refers to the quantity of electricity for calculation of the regulatory charges charged to free consumer clients (“Portion A”)

(2) Total electricity distributed

(3) Sum of the demand on which the TUSD is invoiced, according to demand contracted (“Portion B”).

 

66



Table of Contents

 

Operating Revenues 

 

3Q13

 

3Q12

 

Change%

 

Sept/13

 

Sept/12

 

Change%

 

Sales to end consumers

 

2,459

 

2,719

 

(10

)

7,282

 

7,979

 

(9

)

TUSD

 

214

 

471

 

(54

)

806

 

1,396

 

(42

)

Energy Transactions in the CCEE

 

 

 

 

184

 

 

 

Construction revenue

 

195

 

438

 

(55

)

617

 

981

 

(37

)

Subtotal

 

2,869

 

3,628

 

(21

)

8,890

 

10,356

 

(14

)

Others

 

232

 

52

 

347

 

560

 

205

 

173

 

Subtotal

 

3,101

 

3,680

 

(16

)

9,450

 

10,561

 

(11

)

Deductions

 

(845

)

(1,170

)

(28

)

(2,650

)

(3,580

)

(26

)

Net Revenues

 

2,255

 

2,510

 

(10

)

6,800

 

6,982

 

(3

)

 

Operating Expenses 

 

3Q13

 

3Q12

 

Change%

 

Sept/13

 

Sept/12

 

Change%

 

Personnel/Administrators/Councillors

 

202

 

184

 

10

 

695

 

569

 

22

 

Employee Participation

 

18

 

39

 

(55

)

55

 

118

 

(53

)

Forluz — Post-Retirement Employee Benefits

 

30

 

23

 

27

 

89

 

70

 

27

 

Materials

 

13

 

13

 

0

 

36

 

35

 

3

 

Contracted Services

 

170

 

174

 

(3

)

531

 

500

 

6

 

Purchased Energy

 

1,104

 

1,020

 

8

 

2,926

 

2,800

 

4

 

Depreciation and Amortization

 

100

 

102

 

(1

)

313

 

278

 

13

 

Operating Provisions

 

54

 

13

 

310

 

127

 

68

 

88

 

Charges for Use of Basic Transmission Network

 

104

 

203

 

(49

)

275

 

595

 

(54

)

Cost from Operation

 

195

 

438

 

(55

)

617

 

981

 

(37

)

Other Expenses

 

82

 

52

 

60

 

191

 

146

 

31

 

Total

 

2,071

 

2,260

 

252

 

5,856

 

6,158

 

51

 

 

Statement of Results 

 

3Q13

 

3Q12

 

Change%

 

Sept/13

 

Sept/12

 

Change%

 

Net Revenue

 

2,255

 

2,510

 

(10

)

6,800

 

6,982

 

(3

)

Operating Expenses

 

2,071

 

2,260

 

(8

)

5,856

 

6,158

 

(5

)

EBIT

 

184

 

249

 

(26

)

944

 

823

 

15

 

EBITDA

 

285

 

350

 

(19

)

1,257

 

1,101

 

14

 

Financial Result

 

(88

)

(62

)

43

 

(253

)

(206

)

23

 

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(33

)

(61

)

(46

)

(235

)

(208

)

13

 

Net Income

 

63

 

127

 

(50

)

456

 

409

 

11

 

 

67



Table of Contents

 

Cemig GT— Tables (R$ mn)

 

Operating Revenues

 

3Q13

 

3Q12

 

Change%

 

Sept/13

 

Sept/12

 

Change%

 

Sales to end consumers

 

748

 

746

 

0

 

1,962

 

2,086

 

(6

)

Supply

 

625

 

487

 

28

 

2,162

 

1,466

 

47

 

Revenues from Trans. Network + Transactions in the CCEE

 

122

 

196

 

(37

)

354

 

597

 

(41

)

Construction revenue

 

37

 

28

 

35

 

81

 

70

 

15

 

Others

 

5

 

6

 

(15

)

16

 

18

 

(10

)

Subtotal

 

1,538

 

1,462

 

5

 

4,575

 

4,236

 

8

 

Deductions

 

(293

)

(319

)

(8

)

(853

)

(933

)

(9

)

Net Revenues

 

1,245

 

1,143

 

9

 

3,722

 

3,304

 

13

 

 

Operating Expenses

 

3Q13

 

3Q12

 

Change%

 

Sept/13

 

Sept/12

 

Change%

 

Personnel/Administrators/Councillors

 

71

 

69

 

3

 

246

 

212

 

16

 

Employee Participation

 

17

 

14

 

25

 

44

 

41

 

8

 

Forluz — Post-Retirement Employee Benefits

 

9

 

7

 

27

 

28

 

22

 

27

 

Materials

 

3

 

4

 

(25

)

8

 

11

 

(29

)

Raw Materials and Supplies Energy Production

 

0

 

6

 

 

52

 

6

 

758

 

Contracted Services

 

35

 

34

 

4

 

100

 

94

 

6

 

Depreciation and Amortization

 

71

 

69

 

3

 

216

 

237

 

(9

)

Royalties

 

30

 

43

 

(29

)

90

 

134

 

(33

)

Operating Reserves

 

(1

)

(5

)

 

9

 

3

 

227

 

Charges for Use of Basic Transmission Network

 

63

 

67

 

(6

)

188

 

200

 

(6

)

Purchased Energy

 

374

 

184

 

104

 

903

 

421

 

114

 

Construction Cost

 

37

 

28

 

35

 

81

 

70

 

15

 

Losses on disposal of EBTE

 

 

 

 

94

 

 

 

Other Expenses

 

21

 

17

 

22

 

59

 

55

 

7

 

Total

 

732

 

536

 

37

 

2,118

 

1,507

 

41

 

 

Statement of Results

 

3Q13

 

3Q12

 

Change%

 

Sept/13

 

Sept/12

 

Change%

 

Net Revenue

 

1,245

 

1,143

 

9

 

3,722

 

3,304

 

13

 

Operating Expenses

 

732

 

536

 

37

 

2,118

 

1,507

 

41

 

EBIT

 

513

 

607

 

(15

)

1,604

 

1,797

 

(11

)

Equity equivalence results

 

224

 

410

 

(45

)

341

 

485

 

(30

)

EBITDA

 

809

 

1,086

 

(26

)

2,161

 

2,519

 

(14

)

Financial Result

 

(70

)

(112

)

(38

)

(280

)

(332

)

(16

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(136

)

(163

)

(17

)

(444

)

(488

)

(9

)

Net Income

 

532

 

741

 

(28

)

1,221

 

1,462

 

(16

)

 

68



Table of Contents

 

Cemig Consolidated — Tables (R$ mn)

 

Energy Sales (Consolidated)

 

3Q13

 

3Q12

 

Change%

 

Sept 13

 

Sept 12

 

Change%

 

Residential

 

2,344

 

2,210

 

6

 

7,040

 

6,594

 

7

 

Industrial

 

6,002

 

6,595

 

(9

)

17,186

 

18,954

 

(9

)

Commercial

 

1,437

 

1,358

 

6

 

4,469

 

4,209

 

6

 

Rural

 

911

 

827

 

10

 

2,246

 

2,092

 

7

 

Others

 

844

 

814

 

4

 

2,510

 

2,417

 

4

 

Subtotal

 

11,537

 

11,804

 

(2

)

33,450

 

34,265

 

(2

)

Own Consumption

 

8

 

8

 

2

 

26

 

25

 

2

 

Supply to other Dealers

 

4,033

 

3,269

 

23

 

11,692

 

9,668

 

21

 

TOTAL

 

15,578

 

15,081

 

3

 

45,168

 

43,959

 

3

 

 

Energy Sales

 

3Q13

 

3Q12

 

Δ%

 

3Q13

 

3Q12

 

Δ%

 

Residential

 

1,096

 

1,226

 

(11

)

3,377

 

3,625

 

(7

)

Industrial

 

1,033

 

1,134

 

(9

)

2,946

 

3,258

 

(10

)

Commercial

 

563

 

611

 

(8

)

1,743

 

1,860

 

(6

)

Rural

 

209

 

218

 

(4

)

553

 

572

 

(3

)

Others

 

239

 

269

 

(11

)

717

 

784

 

(9

)

Electricity sold to final consumers

 

3,139

 

3,459

 

(9

)

9,336

 

10,099

 

(8

)

Unbilled Supply, Net

 

78

 

15

 

 

(38

)

14

 

 

Supply

 

633

 

455

 

39

 

1,553

 

1,234

 

26

 

TOTAL

 

3,850

 

3,928

 

(2

)

10,851

 

11,347

 

(4

)

 

Sales per Company

 

Cemig Distribution

 

3Q13 Sales

 

GWh

 

Industrial

 

1,026

 

Residencial

 

2,344

 

Rural

 

911

 

Commercial

 

1,353

 

Others

 

844

 

Total

 

6,477

 

 

Cemig GT

 

3Q13 Sales

 

GWh

 

Free Consumers

 

4,817

 

Wholesale supply

 

4,105

 

Wholesale supply others

 

2,801

 

Wholesale supply Cemig Group

 

138

 

Wholesale supply bilateral contracts

 

1,167

 

Total

 

8,922

 

 

Independent Generation

 

3Q13 Sales

 

GWh

 

Horizontes

 

22

 

Ipatinga

 

67

 

Sá Carvalho

 

126

 

Barreiro

 

9

 

Cemig PCH

 

62

 

Rosal

 

66

 

Capim Branco

 

149

 

 

Subsidiaries

 

3Q13 Sales

 

GWh

 

Free Consumers

 

243

 

Wholesale sales

 

192

 

Free contracts (Trader/Generator)

 

 

‘Bilateral contracts’ (Distributor)

 

65

 

‘Bilateral contracts’ (Cemig D)

 

128

 

TOTAL

 

436

 

 

Operating Revenues

 

3Q13

 

3Q12

 

Change%

 

sep/13

 

sep/12

 

Change%

 

Sales to end consumers

 

3,139

 

3,459

 

(9

)

9,336

 

10,099

 

(8

)

TUSD

 

205

 

463

 

(56

)

777

 

1,367

 

(43

)

Supply + Transactions in the CCEE

 

724

 

516

 

40

 

2,368

 

1,519

 

56

 

Revenues from Trans. Network

 

117

 

174

 

(33

)

322

 

504

 

(36

)

Construction revenue

 

232

 

466

 

(50

)

698

 

1,051

 

(34

)

Others

 

291

 

108

 

170

 

737

 

369

 

100

 

Subtotal

 

4,708

 

5,185

 

(9

)

14,239

 

14,909

 

(4

)

Deductions

 

(1,163

)

(1,512

)

(23

)

(3,576

)

(4,581

)

(22

)

Net Revenues

 

3,546

 

3,673

 

(3

)

10,663

 

10,328

 

3

 

 

69



Table of Contents

 

Operating Expenses

 

3Q13

 

3Q12

 

Change%

 

sep/13

 

sep/12

 

Change%

 

Personnel/Administrators/Councillors

 

291

 

270

 

8

 

997

 

833

 

20

 

Employee Participation

 

38

 

58

 

(34

)

110

 

174

 

(37

)

Forluz — Post-Retirement Employee Benefits

 

42

 

33

 

25

 

126

 

100

 

25

 

Materials

 

17

 

24

 

(31

)

96

 

53

 

80

 

Contracted Services

 

211

 

216

 

(3

)

650

 

618

 

5

 

Purchased Energy

 

1,453

 

1,168

 

24

 

3,728

 

3,105

 

20

 

Depreciation and Amortization

 

187

 

189

 

(1

)

574

 

560

 

2

 

Royalties

 

31

 

44

 

(29

)

94

 

139

 

(32

)

Operating Provisions

 

34

 

16

 

 

147

 

61

 

 

Charges for Use of Basic Transmission Network

 

142

 

229

 

(38

)

396

 

665

 

(40

)

Cost from Operation

 

232

 

466

 

(50

)

698

 

1,051

 

(34

)

Other Expenses

 

115

 

81

 

42

 

293

 

244

 

20

 

TOTAL

 

2,793

 

2,795

 

 

7,907

 

7,605

 

4

 

 

Financial Result Breakdown

 

3Q13

 

3Q12

 

Change%

 

sep/13

 

sep/12

 

Change%

 

Financial revenues

 

147

 

214

 

(31

)

430

 

511

 

(16

)

Revenue from cash investments

 

96

 

54

 

77

 

202

 

153

 

32

 

Arrears penalty payments on electricity bills

 

34

 

44

 

(22

)

121

 

114

 

6

 

Gains on financial instruments

 

 

1

 

(100

)

1

 

20

 

(95

)

Updating to present value

 

(1

)

11

 

(109

)

 

14

 

(100

)

Exchange rate

 

2

 

6

 

(60

)

11

 

15

 

(27

)

Monetary updating of CRC

 

 

44

 

 

44

 

122

 

(64

)

Contractual penalties

 

3

 

12

 

(71

)

16

 

39

 

(60

)

Other

 

12

 

42

 

(71

)

36

 

32

 

11

 

Financial expenses

 

(267

)

(384

)

(31

)

(865

)

(1,021

)

(15

)

Costs of loans and financings

 

(179

)

(265

)

(32

)

(515

)

(680

)

(24

)

Exchange rate

 

(19

)

(3

)

628

 

(29

)

(29

)

3

 

Monetary updating — loans and financings

 

(30

)

(46

)

(35

)

(154

)

(121

)

27

 

Monetary updating — paid concessions

 

(9

)

(17

)

(48

)

(16

)

(29

)

(43

)

Charges and monetary updating on Post-employment obligations

 

(16

)

(20

)

(17

)

(70

)

(67

)

4

 

Other

 

(14

)

(33

)

(59

)

(80

)

(95

)

(16

)

Financial revenue (expenses)

 

(119

)

(170

)

(30

)

(434

)

(511

)

(15

)

 

Statement of Results

 

3Q13

 

3Q12

 

Change%

 

sep/13

 

sep/13

 

Change%

 

Net Revenue

 

3,546

 

3,673

 

(3

)

10,663

 

10,328

 

3

 

Operating Expenses

 

2,793

 

2,795

 

 

7,907

 

7,605

 

4

 

EBIT

 

753

 

878

 

(14

)

2,755

 

2,723

 

1

 

Results of Equity Income

 

349

 

461

 

(24

)

600

 

698

 

(14

)

Unrealized profits on gain on sale of investments

 

 

 

 

(81

)

 

 

Gain on sale of Investments

 

 

 

 

284

 

 

 

EBITDA

 

1,289

 

1,527

 

(16

)

4,132

 

3,982

 

4

 

Financial Result

 

(119

)

(170

)

(30

)

(434

)

(511

)

(15

)

Provision for Income Taxes, Social Cont & Deferred Income Tax

 

(194

)

(232

)

(16

)

(852

)

(738

)

15

 

Net Income

 

789

 

937

 

(16

)

2,272

 

2,172

 

5

 

 

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Cash Flow Statement

 

sep/13

 

sep/12

 

Change%

 

Cash at beginning of period

 

1,919

 

2,103

 

(9

)

Cash generated by operations

 

2,654

 

1,960

 

35

 

Net income

 

2,271

 

2,172

 

5

 

Depreciation and amortization

 

574

 

560

 

2

 

Aquisition of jointly-controlled subsidiary, net of cash acquired

 

(284

)

 

 

Passthrough from CDE

 

(600

)

(698

)

(14

)

Equity gain (loss) in subsidiaries

 

693

 

(74

)

(1,036

)

Other adjustments

 

(3,846

)

(543

)

608

 

Loans, financings and debentures

 

2,467

 

3,231

 

(24

)

Payments of loans and financings

 

(3,375

)

(3,119

)

8

 

Interest on Equity, and dividends

 

(2,938

)

(655

)

349

 

Payments of loans and financings

 

1,384

 

(1,869

)

 

Securities

 

(1,803

)

(925

)

 

Redemption of the CRC account

 

2,466

 

197

 

 

Investments

 

1,330

 

 

 

Fixed and Intangible assets

 

(609

)

(1,141

)

(47

)

Cash at end of period

 

2,111

 

1,651

 

28

 

Total cash available

 

4,670

 

 

 

 

 

 

BALANCE SHEETS (CONSOLIDATED) - ASSETS

 

2Q13

 

2Q12

 

CURRENT

 

7,702

 

8,804

 

Cash and cash equivalents

 

2,111

 

1,919

 

Securities

 

2,438

 

657

 

Consumers and traders

 

1,756

 

1,858

 

Concession holders — Transport of electricity

 

250

 

347

 

Financial assets of the concession

 

2

 

288

 

Tax offsetable

 

170

 

217

 

Income tax and Social Contribution tax recoverable

 

163

 

229

 

Traders — Transactions in “Free Energy”

 

43

 

21

 

Dividends receivable

 

57

 

113

 

Linked funds

 

2

 

132

 

Inventories

 

36

 

41

 

Provision for gains on financial instruments

 

 

20

 

Accounts receivable from Minas Gerais state government

 

 

2,422

 

Transfer of Resource Energy Development Account - CDE

 

39

 

 

National Grid Subsidies

 

227

 

 

Other credits

 

407

 

538

 

NON-CURRENT

 

23,013

 

23,766

 

Securities

 

121

 

99

 

Deferred income tax and Social Contribution tax

 

1,232

 

1,304

 

Tax offsetable

 

379

 

392

 

Income tax and Social Contribution tax recoverable

 

62

 

28

 

Escrow deposits in legal actions

 

1,191

 

1,301

 

Consumers and traders

 

245

 

221

 

Other credits

 

83

 

108

 

Financial assets of the concession

 

5,756

 

5,475

 

Investments

 

6,123

 

6,855

 

PP&E

 

5,881

 

6,109

 

Intangible assets

 

1,940

 

1,874

 

TOTAL ASSETS

 

30,714

 

32,570

 

 

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BALANCE SHEETS

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

3Q13

 

2012

 

CURRENT

 

6,062

 

12,798

 

Suppliers

 

1,009

 

1,306

 

Regulatory charges

 

196

 

317

 

Profit shares

 

111

 

84

 

Taxes

 

423

 

515

 

Income tax and Social Contribution tax

 

30

 

32

 

Interest on Equity, and dividends, payable

 

1,169

 

3,479

 

Loans and financings

 

1,382

 

4,902

 

Debentures

 

1,103

 

1,565

 

Payroll and related charges

 

224

 

227

 

Post-retirement liabilities

 

56

 

51

 

Concessions payable

 

20

 

16

 

Other obligations

 

339

 

305

 

NON-CURRENT

 

11,454

 

8,222

 

Suppliers

 

6

 

4

 

Regulatory charges

 

232

 

169

 

Loans and financings

 

2,276

 

1,609

 

Debentures

 

4,777

 

2,341

 

Taxes

 

717

 

686

 

Income tax and Social Contribution tax

 

260

 

307

 

Provisions

 

290

 

265

 

Concessions payable

 

150

 

171

 

Post-retirement liabilities

 

2,636

 

2,575

 

Other obligations

 

112

 

93

 

STOCKHOLDERS’ EQUITY

 

13,198

 

11,550

 

Share capital

 

4,813

 

4,265

 

Capital reserves

 

3,406

 

3,954

 

Profit reserves

 

2,228

 

2,856

 

Adjustments to Stockholders’ equity

 

385

 

475

 

Retained earnings

 

2,366

 

 

TOTAL LIABILITIES

 

30,714

 

32,570

 

 

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3. Summary of the Minutes of the 565th Meeting of the Board of Directors Held on April 23, 2013

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

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

 

BOARD OF DIRECTORS

 

SUMMARY OF MINUTES

OF THE

565TH MEETING

 

Date, time and place:

April 23, 2013, at 9 a.m., at the company’s head office,

 

Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil.

 

 

 

Meeting Committee:

Chair:

Dorothea Fonseca Furquim Werneck;

 

Secretary:

Anamaria Pugedo Frade Barros

 

Summary of proceedings:

 

I                                          Conflict of interest:

 

The Chairman asked the Board Members present whether they had any conflict of interest in the matters on the agenda of this meeting, and all said there was no such conflict of interest.

 

II                                     The Board approved:

 

a)              The Financial Statements for 2012, in accordance with International Financial Reporting Standards, to be filed when appropriate with the US Securities and Exchange Commission (SEC).

 

b)              On an exceptional basis, the amount for Personnel, Materials, Services and Other (PMSO) expenses for the months of January through May 2013; and authorized all such other transactions of the Company as are necessary for their functioning.

 

c)               The minutes of this meeting.

 

III                                The Board approved, and ratified:

 

Re-presentation, on April 16, 2013, of the Report of Management and the Financial Statements for the business year of 2012 and the related complementary documents, including the new, unqualified, Report by Independent Auditors, to the Brazilian Securities Commission (Comissão de Valores Mobiliários — CVM).

 

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

 

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

 

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IV                                 The Board authorized the participation of Transmissora Aliança de Energia Elétrica S.A. — Taesa in Aneel Auction 01/2013.

 

V                                      The Board canceled and replaced Board Spending Decision (CRCA) 039/2013, relating to the budget for January through April 2013.

 

VI                                 The Board submitted the new version of the documents referred to in Sub-item (a) of Item II above to the Ordinary General Meeting of Stockholders.

 

VII                            The Board oriented vote in favor, by the Company’s representative in the Extraordinary General Meeting of Stockholders and meeting of the Board of Directors of

 

Empresa Amazonense de Transmissão de Energia — EATE

 

· of:            (i)                   that Company’s participation in Aneel Auction 01/2013, and

 

(ii)                constitution by EATE, if necessary, of special-purpose companies the objects of which shall be provision of public electricity transmission services, including construction, operation and maintenance of the transmission facilities included in any lot that is awarded to the company at that Auction.

 

VIII                       Discussion: The following spoke on general matters and subjects of interest to the Company:

 

The Chair;

 

 

Board Members:

Bruno Magalhães Menicucci,

Saulo Alves Pereira Junior;

Chief Officer:

Luiz Fernando Rolla;

 

 

The following were present:

 

Board Members:

Dorothea Fonseca Furquim Werneck,
Djalma Bastos de Morais,
Fuad Jorge Noman Filho,
Guy Maria Villela Paschoal,
João Camilo Penna,
Joaquim Francisco de Castro Neto,
Paulo Roberto Reckziegel Guedes,
 Saulo Alves Pereira Junior,
Wando Pereira Borges,

Bruno Magalhães Menicucci,
Franklin Moreira Gonçalves,
Leonardo Maurício Colombini,
Newton Brandão Ferraz Ramos,
Adriano Magalhães Chaves,
 Christiano Miguel Moysés,
José Augusto Gomes Campos,
Lauro Sérgio Vasconcelos David,
Paulo Sérgio Machado Ribeiro;

Audit Board:

Vicente de Paulo Barros Pegoraro;

 

Chief Officer:

Luiz Fernando Rolla;

 

For           Deloitte Touche Tohmatsu

                             Auditores Independentes:

Leonardo Fonseca de Freitas Maia,

Maurício Pires Resende;

Secretary:

Anamaria Pugedo Frade Barros.

 

 

Anamaria Pugedo Frade Barros

 

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4. Summary of the Minutes of the 568th Meeting of the Board of Directors Held on June 6, 2013

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

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

 

BOARD OF DIRECTORS

 

SUMMARY OF MINUTES

OF THE

568TH MEETING

 

Date, time and place:

June 6, 2013 at 9 a.m., at the company’s head office,

 

Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil.

 

 

 

Meeting Committee:

Chair:

Dorothea Fonseca Furquim Werneck; Djalma Bastos de Morais;

 

Secretary:

Anamaria Pugedo Frade Barros

 

Summary of proceedings:

 

I                               Conflict of interest:

 

The Chairman asked the Board Members present whether they had any conflict of interest in the matters on the agenda of this meeting, and all said there was no such conflict of interest, except for the following members:

 

(i)                          the Chair, and the Board Members Fuad Jorge Noman Filho, Marco Antonio Rodrigues da Cunha, Adriano Magalhães Chaves and Paulo Sérgio Machado Ribeiro,

 

who declared themselves to have conflict of interest in relation to:

 

· signature of an amendment to a mutual cooperation working agreement, with Minas Gerais State through its State Government Secretariat (Segov), for assignment of an employee;

 

and

 

(ii)                   the Board Member Luiz Augusto de Barros,

 

who declared himself to have conflict of interest in relation to:

 

· signature, with the Minas Gerais Economic Development Company (Companhia de Desenvolvimento Econômico de Minas Gerais, or Codemig), of a term of dissolution of a company and signature of amendments to private contracts for constitution of consortia for oil and gas exploration.

 

The above members withdrew from the meeting room while debate and voting on the respective matters were taking place, then returned to continue with the 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.

 

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II                          The Board approved:

 

a)             Acts of Dissolution, to dissolve Exploration Consortium Contract POT-T-603, with:

 

Orteng Equipamentos e Sistemas S.A.,

Sipet Participações Ltda.,

Imetame Energia S.A. and

Codemig;

 

and dissolution of the said Consortium, so that the legal and contractual relationship previously constituted shall be undone, since all its activities have been terminated.

 

b)             The minutes of this meeting.

 

III                     The Board authorized:

 

a)             Signature with Furnas Centrais Elétricas S.A. (Furnas) of a Term of Settlement of Expenses, for complementary reimbursement to that Company of the expenses incurred by it in studies for implementation of the Rio Madeira Hydroelectric Complex.

 

b)             Signature of the following amendments, to update the formal corporate name of Imetame Energia S.A. to Imetame Energia Ltda. and to change the head office address of the respective Consortia:

 

·            The Third Amendment to the Contract for Constitution of the SF-T-114 Exploration Consortium, with Codemig and Imetame Energia Ltda.;

 

·            The Third Amendment to the Contract for Constitution of the SF-T-120 Exploration Consortium, with Codemig, Sipet Participações Ltda., Orteng Equipamentos e Sistemas Ltda., and Imetame Energia Ltda.;

 

·             The Third Amendment to the Contract for Constitution of the REC-T-163 Exploration Consortium, with Codemig and Imetame Energia Ltda.;

 

·             The Third Amendment to the Contract for Constitution of the SF-T-104 Exploration Consortium, with Codemig and Imetame Energia Ltda.

 

c)              Signature of the Second Amendment to the Working Agreement referred to in sub-item “b” of item VI, below, between Cemig, Cemig D and Cemig GT, to change its period of validity.

 

IV                      The Board cancelled Board Spending Decision (CRCA) 122/2012, relating to signature of a Term of Quittance to a contract for reimbursement and prorating of expenses by Cemig GT for implementation of the Rio Madeira Hydroelectric Complex.

 

V                           The Board ratified:

 

a)             Signature of an Amendment to the Mutual Cooperation Working Agreement with the Government of Minas Gerais State, through Segov, to extend the “Ad Nutum” assignment of the employee Sérgio Esser, to be responsible for the Central Advertising and Marketing Management Unit of that Secretariat, for January 1 to December 31, 2013, entirely at the expense of Segov.

 

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b)             Appointment of the Chief Officers Luiz Fernando Rolla and Luiz Henrique de Castro Carvalho, and the employee João Procópio Campos Loures Vale, as sitting members of the Board of Directors of Transchile Charrúa Transmisión S.A., for a period of office of three years, that is to say until the ordinary General Meeting of stockholders of 2016, or until any duly elected successor is sworn in.

 

c)              Signature of the First Amendment, relating to the period from February 2, 2012 to January 31, 2013, and the Second Amendment, to the Technical Cooperation Working Agreement with Copasa for assignment of an employee, to extend the assignment of Ms. Denise Abijaode Abras, to provide services to this company for the period February 1, 2013 to January 31, 2014.

 

VI                      The Board re-ratified:

 

a)             Board Spending Decision (CRCA) 072/2007, to change the limit of funds to be expended by Cemig GT in complying with the obligations assumed, in the Contract for Reimbursement and Prorating of Expenses, for reimbursement to Construtora Norberto Odebrecht S.A.  (CNO) and to Furnas — the other terms of that CRCA remaining unchanged.

 

b)             CRCA 079/2008, to change the provisions as to period of validity in the Cooperation Working Agreement for Mutual, Technological and Scientific Support, from (a) having no provision for extension, to (b) provision for the Agreement to be in effect until such day as the new Aneel Normative Resolution comes into force that will govern the contracting between related parties — the other terms of that CRCA remaining unchanged.

 

VII                             Discussion: The following spoke on general matters and subject of interest to the Company:

 

The Chair;

 

 

The Deputy Chair;

 

 

General Manager:

Leonardo George de Magalhães.

 

 

The following were present:

 

Board Members:

Dorothea Fonseca Furquim Werneck,
Djalma Bastos de Morais,
Arcângelo Eustáquio Torres Queiroz, Eduardo Borges de Andrade,
Fuad Jorge Noman Filho,
Guy Maria Villela Paschoal,
João Camilo Penna,
Joaquim Francisco de Castro Neto,
Tadeu Barreto Guimarães,

Bruno Magalhães Menicucci,
Marco Antonio Rodrigues da Cunha,
Newton Brandão Ferraz Ramos,
Adriano Magalhães Chaves,
Christiano Miguel Moysés,
Franklin Moreira Gonçalves,
Luiz Augusto de Barros,
Paulo Sérgio Machado Ribeiro,
Tarcísio Augusto Carneiro;

General Manager:

Leonardo George de Magalhães;

 

Secretary:

Anamaria Pugedo Frade Barros.

 

 

Anamaria Pugedo Frade Barros

 

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5. Summary of Principal Decisions of the 581th Meeting of the Board of Directors Held on November 29, 2013

 

80



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COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of November 29, 2013

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 581st meeting, held on November 29, 2013, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

1.              Group life insurance — Emergency contracting.

 

2.              Group life insurance — New tender procedure.

 

3.              Additional budget for the Department of Institutional Relations and Communication.

 

4.              The Datacenter Project.

 

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

 

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

 

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6. Market Announcement Dated December 2, 2013: For the Ninth Year Running — Cemig Included in the São Paulo Stock Exchange ISE Sustainability Index

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

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

 

MARKET ANNOUNCEMENT

 

For the ninth year running –

Cemig included in the São Paulo Stock Exchange ISE Sustainability Index

 

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

 

For the ninth consecutive year, Cemig has been selected for inclusion in the ISE Corporate Sustainability Index (Índice de Sustentabilidade Empresarial) of the São Paulo Stock Exchange (BM&FBovespa).

 

Cemig has been included in the ISE since the index was created, in 2005.

 

This year the ISE includes 51 shares of 40 companies, in 18 sectors, with total market valuation (at Nov. 26, 2013) of R$ 1.14 billion, or 47.16% of the total market capitalization of all the shares traded on the BM&FBovespa.

 

The companies in the new portfolio of the ISE were selected from those with the 200 most liquid shares on the exchange, who answered a 400-item questionnaire reflecting the characteristics of their company, its activities in the economic, environmental, and social dimensions, climate change, and corporate governance, and the nature of its products.

 

For more on the ISE, see:

 

http://www.bmfbovespa.com.br/indices/ResumoIndice.aspx?Indice=ISE&Idioma=pt-br

 

Belo Horizonte, December 2, 2013,

 

Arlindo Porto Neto

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.

 

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7. Notice to Stockholders Dated December 5, 2013: Dividends Payment on December 19 and 27, 2013

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

LISTED COMPANY – CNPJ: 17.155.730/0001-64

 

NOTICE TO STOCKHOLDERS

 

Dividend payments on December 19 and 27

 

We advise stockholders that the Executive Board of Cemig, at its meeting of December 5, 2013, decided to pay Interest on Equity in the amount of R$ 533,149,000.00, corresponding to R$ 0.554058049 per share, to be accounted against the minimum obligatory dividend for 2013.

 

Of this amount, income tax at source, of 15%, will be withheld, other than for stockholders exempt from this retention under current legislation.

 

Dates of payment, and ex- dates

 

For shares, traded on the BM&FBovespa:

 

The payment will be made on December 19, 2013, to stockholders of record on December 5, 2013. The shares will trade ‘ex-’ this entitlement on December 6, 2013.

 

For ADRs (American Depositary Receipts), traded on the NYSE:

 

The payment will be made on, approximately, December 27, 2013, to stockholders of record on December 16, 2013. The ADRs will trade ‘ex-’ this entitlement on December 12, 2013.

 

Second installment of dividends for 2012: paid on same dates

 

The remaining amount of the second installment of the ordinary dividends declared on April 30, 2013, in the amount of R$ 359,053,500.00, or R$ 0.421100771 per share, will be paid on the same dates stated above. Stockholders entitled to this payment are all those who held shares (traded on the Bovespa) on April 30, 2013, and/or who held ADRs (traded on the NYSE) on May 6, 2013.

 

Stockholders whose bank details are up-to-date with the Custodian Bank for Cemig’s nominal shares (Banco Itaú Unibanco S.A.) will have their credits posted automatically on the first day of payment. Any stockholder not receiving the credit should visit a branch of Banco Itaú Unibanco S.A. to update his/her registry details. Proceeds from shares deposited in custody at CBLC (Companhia Brasileira de Liquidação e Custódia — the Brazilian Settlement and Custody Company) will be credited to that entity and the Depositary Brokers will be responsible for passing the amounts through to stockholders.

 

Belo Horizonte, December 5, 2013

 

Arlindo Porto Neto

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.

 

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8. Market Announcement Dated December 6, 2013: Standard & Poor’s Raises Cemig’s Ratings

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

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

 

MARKET ANNOUNCEMENT

 

Standard & Poor’s raises Cemig’s ratings

 

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

 

The risk rating agency Standard & Poor’s (“S&P”) has raised its ratings for Cemig:

 

·                  on the global scale: from BB to BB+

 

·                  on the Brazilian scale: from brAA— to brAA+

 

·                 for both, the outlook is stable.

 

S&P also raised the ratings of the subsidiaries

 

Cemig Distribuição S.A. (Cemig D) and

 

Cemig Geração e Transmissão S.A. (Cemig GT),

 

to the following :

 

·                  on the global scale: BB+

 

·                  on the Brazilian scale: brAA+

 

S&P also revised its business risk profile assessment of Cemig

 

·                 from “fair” to “satisfactory”.

 

For the full report, please see:

 

http://cemig.infoinvest.com.br/enu/11024/RatingsReviewReport_SP_11142013.pdf

 

Belo Horizonte, December 6, 2013,

 

Arlindo Porto Neto

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.

 

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9. Market Announcement Dated December 6, 2013: Winner of Abrasca 2013 Best Annual Report Awards

 

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GRAPHIC

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

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

 

MARKET ANNOUNCEMENT

 

Cemig: winner of Abrasca 2013 Best Annual Report Award

 

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

 

Cemig has won first place in the 15th Abrasca Best Annual Report Awards.

 

The Abrasca Best Annual Report Award is given by the Brazilian Listed Companies Association (Associação Brasileira de Companhias Abertas — Abrasca).

 

This year 95 companies competed for the prize in five separate categories. Cemig was awarded first place in the category Listed Companies — Group 1 (for the largest companies — with net revenue over R$ 3 billion), tied with Souza Cruz S.A.

 

The award is an important recognition of Cemig’s effort to offer the market increasingly precise and transparent information.

 

For more details of winners in the Abrasca 2013 Best Annual report Awards, see:

http://www.abrasca.org.br/Eventos/Premio-Abrasca-Relatorio-Anual/2013

 

Belo Horizonte, December 6, 2013,

 

Arlindo Porto Neto

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.

 

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10. Summary of Principal Decisions of the 582th Meeting of the Board of Directors Held on December 9, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

LISTED COMPANY

CNPJ 17.155.730/0001-64  —  NIRE 31300040127

 

BOARD OF DIRECTORS

 

Meeting of December 9, 2013

 

SUMMARY OF PRINCIPAL DECISIONS

 

At its 582nd meeting, held on December 9, 2013, the Board of Directors of Cemig (Companhia Energética de Minas Gerais) decided the following:

 

1.              Approval of a proposal to an Extraordinary General Meeting of Stockholders for alteration of the share capital of Cemig, through a stock dividend in preferred shares.

 

2.              Convocation of an Extraordinary General Meeting of Stockholders, to be held on December 26, 2013 at 3 p.m., to decide on the matter in the previous paragraph.

 

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

 

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

 

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11. Convocation Notice of the Extraordinary General Meeting of Stockholders to be Held on December 26, 2013

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

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

 

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

 

CONVOCATION

 

Stockholders are hereby called to an Extraordinary General Meeting of Stockholders to be held on December 26, 2013 at 3 p.m. at the Company’s head office, Av. Barbacena 1200, 21st Floor, Belo Horizonte, Minas Gerais, Brazil, to decide on the following:

 

1                             Authorization, verification and approval of an increase in the Company’s share capital

 

from

to

with issuance of

by capitalization of

 

distribution of a stock dividend of

each with nominal value

   R$ 4,813,361,925.00

   R$ 6,294,208,270.00,

   296,169,269

   R$ 1,480,846,345.00

 

   30.765323033%,

   R$ 5.00;

 

 

new nominal preferred shares
from the Capital Reserve account,
with, as a consequence,
in new nominal, preferred shares,

 

2                             Alteration of the Company’s by-laws, by such redrafting of the head paragraph of Article 4 of the by-laws as is necessary to reflect the above change in the Registered Capital.

 

3                           Authorization for the Executive Board

 

(a)         to take the necessary measures for the stock dividend of 30.765323033% to be distributed in new nominal preferred shares each with nominal value of R$ 5.00, to holders of common and preferred shares comprising the registered share capital of R$ 4,813,361,925.00 whose names are on the Company’s Nominal Share Registry on the date on which that General Meeting of Stockholders is held;

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

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

d)             to pay to the stockholders, proportionately, the result of the sum of the remaining fractions, simultaneously with the payment of the first installment of the dividends for the year 2013.

 

Any stockholder who wishes to be represented by proxy at the said General Meeting of Stockholders should obey the terms of Article 126 of Law 6406/76, as amended, and the sole sub-paragraph of Clause 9 of the Company’s by-laws, producing at the time of the meeting, or, preferably, depositing by Dec. 23, 2013, proofs of ownership of the shares, issued by a depositary financial institution, and a power of attorney with specific powers, at Cemig’s Corporate Executive Secretariat Office at Av. Barbacena 1200, 19th floor, B1 Wing, Belo Horizonte, Minas Gerais, Brazil.

 

Belo Horizonte, December 9, 2013

 

Dorothea Fonseca Furquim Werneck

Chair of the Board of Directors

 

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

 

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

 

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PROPOSAL

BY THE

BOARD OF DIRECTORS

TO THE

EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS

TO BE HELD ON

DECEMBER 26, 2013

 

Dear Stockholders:

 

The Board of Directors of Companhia Energética de Minas Gerais — Cemig,

 

— WHEREAS:

 

a)        Article 169 of Law 6404/1976, as amended, provides for increase of the registered Share Capital of the Company through capitalization of profits or reserves;

 

b)        on September 30, 2013 the amount of Cemig’s Capital Reserve account was R$3,405,579,000;

 

c)         attribution of a stock dividend, to all stockholders, in the form of preferred shares will result in higher liquidity for the preferred shares, since it will result in holders of common shares becoming also holders of preferred shares;

 

— now proposes to you the following:

 

a)             Authorization, verification and approval of an increase in the Company’s share capital,

 

from

R$  4,813,361,925.00   

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

to

R$  6,294,208,270.00,  

(six billion two hundred ninety four million two hundred eight thousand two hundred seventy Reais)

with issuance of

296,169,269   

(two hundred ninety six million one hundred sixty nine thousand two hundred sixty nine)

 

 

 

new nominal preferred shares, by capitalization of

R$  1,480,846,345.00   

(one billion four hundred eighty million eight hundred forty six thousand three hundred forty five Reais)

 

 

 

from the Capital Reserve account, with consequent distribution,

 

to holders of the shares comprising the registered share capital of R$ 4,813,361,925.00 (four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais)

of a stock dividend of

30.765323033%,  

in new nominal, preferred shares,

each with nominal value of

R$  5.00;  

 

 

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

 

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

 

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b)             Alteration of the by-laws to reflect the increase, redrafting the head paragraph of Clause 4, to the following:

 

“Clause 4                         The share capital of the Company is R$ 6,294,208,270.00, (six billion two hundred ninety four million two hundred eight thousand two hundred seventy Reais), represented by:

 

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

 

·      838,076,946 (eight hundred thirty eight million seventy six thousand nine hundred forty six) nominal preferred shares, each with nominal value of R$ 5.00”.

 

c)              Authorization for the Executive Board, in relation to the stock dividend:

 

(i)                         to attribute the stock dividend, of 30.765323033% in new nominal preferred shares, each with nominal value of R$ 5.00, to holders of common and preferred shares comprising the registered share capital of R$ 4,813,361,925.00 (four billion eight hundred thirteen million three hundred sixty one thousand nine hundred twenty five Reais) whose names are on the Company’s Nominal Share Registry on the date on which the General Meeting of Stockholders that decides on this proposal is held.

 

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

 

(iii)                   to establish that all the shares resulting from this stock dividend shall have the same rights as the preferred shares existing before the said stock dividend; and

 

(iv)                  to pay to the stockholders, proportionately, the result of the sum of the remaining fractions, simultaneously with the payment of the first installment of the dividends for the year 2013.

 

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

 

Belo Horizonte, December 9, 2013,

 

 

 

Dorothea Fonseca Furquim Werneck

Tadeu Barreto Guimarães

Djalma Bastos de Morais

Wando Pereira Borges

Guy Maria Villela Paschoal

Bruno Magalhães Menicucci

João Camilo Penna

Luiz Augusto de Barros

Joaquim Francisco de Castro Neto

Newton Brandão Ferraz Ramos

Paulo Roberto Reckziegel Guedes

Tarcísio Augusto Carneiro

Saulo Alves Pereira Junior

 

 

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COMPANHIA ENERGÉTICA DE MINAS GERAIS — CEMIG

 

CNPJ 17.155.730/0001-64 — NIRE 31300040127

 

B Y L A W S

 

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 commercially operate systems of 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 the development and commercial operation of telecommunication and information systems.

 

§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 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.

 

§ 3                               Since the Company’s securities are traded in the special listing segment referred to as Level 1 Corporate Governance of the BM&FBovespa Stock, Commodities and Futures Exchange, the Company, its stockholders, Managers and members of its Audit Board are subject to the provisions of the BM&FBovespa Level 1 Differentiated Corporate Governance Practice Regulations.

 

Clause 2                                                 The Company shall have its head office and management in Belo Horizonte, capital city of the state of Minas Gerais, Brazil, and may open offices, representations or any other establishments in or outside Brazil, upon authorization by the Executive Board.

 

Clause 3                                                 The Company shall have indeterminate duration.

 

CHAPTER II

 

Capital and shares

 

Clause 4                                                 The share capital of the Company is R$ 6,294,208,270.00, (six billion two hundred ninety four million two hundred eight thousand two hundred seventy

 

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

 

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

 

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Reais), represented by:

 

·                  420 764 708 (four hundred and twenty million seven hundred and sixty-four thousand, seven hundred and eight) common nominative shares of nominal value U.S. $ 5.00 each;

 

·                  838,076,946 (eight hundred thirty eight million seventy six thousand nine hundred forty six) preferred shares, nominative, the nominal value of R $ 5.00 each.

 

§1                                  The right to vote shall be reserved exclusively for the common shares, and each common share shall have the right to one vote in decisions of the General Meeting of Stockholders.

 

Clause 5                                                 The preferred shares shall 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 shall have equal rights to distribution of bonuses and stock dividends.

 

§1                                  Capitalization of monetary adjustment to the value of the registered capital shall require a decision by the General Meeting of Stockholders, but shall be obligatory when the limit specified in Article 297 of Law 6404 of December 15, 1976 is reached.

 

Clause 7                                                 In the business years in which the Company does not obtain sufficient profit to pay dividends to its stockholders, the State of Minas Gerais shall guarantee 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, in accordance with Clause 9 of State Law 828 of December 14, 1951, and State Law 15290 of August 4, 2004.

 

Clause 8                                                 The State of Minas Gerais shall at all times obligatorily be the owner of the majority of the shares carrying the right to vote, and the capital subscribed by it shall be paid in in accordance with the legislation from time to time in force. The capital subscribed by other parties, whether individuals or legal entities, shall be paid in 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 legislation from time to time in force.

 

§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 funds arising from tax incentive systems, subject to the terms of §1 of Article 172 of Law 6404 of December 15, 1976.

 

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CHAPTER III

The General Meeting of Stockholders

 

Clause 9                                               The General Meeting of Stockholders shall be held, ordinarily, within the first 4 (four) months of the year, for the purposes specified by law, and extraordinarily whenever necessary, and shall be called with minimum advance notice of 15 (fifteen) days, and the relevant provisions of law shall be obeyed in its convocation, opening and decisions.

 

§1                                  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 10                                          The ordinary or extraordinary General Meeting of Stockholders shall be chaired by a stockholder elected by the General Meeting from among those present, who shall choose one or more secretaries.

 

CHAPTER IV

Management of the Company

 

Clause 11                                          The management of the Company shall be exercised by a Board of Directors and an 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 the exception that only the wholly-owned subsidiary Cemig Distribuição S.A. shall have a Chief Distribution and Sales Officer, and only the wholly-owned subsidiary Cemig Geração e Transmissão S.A. shall have a Chief Generation and Transmission Officer.

 

§2                                  Appointments to positions on the Boards of Directors of the Company’s subsidiary or affiliated companies, the filling of which is the competency of the Company, shall be made as determined by the Board of Directors.

 

§3                                  Positions on the support committees to the Boards of Directors of the subsidiaries and affiliated companies, the filling of which is the competency of the Company, shall be filled by Members of the Boards of the respective subsidiaries or affiliated companies. The Chief Business Development Officer shall always be appointed as one of the members of such committees, and shall always act in shared activity with the Chief Finance and Investor Relations Officer or any other Chief Officer.

 

§4                                  The Board of Directors and the Executive Board, 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 they have direct or indirect holdings, shall obey the provisions of the Company’s Long-Term Strategic Plan, especially the dividend policy therein contained, as approved by the Board of Directors.

 

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§5                                  The Long-Term Strategic Plan shall contain the long-term strategic planning and fundamentals, and the targets, objectives and results to be pursued and attained by the company and its dividend policy, and shall obey the commitments and requirements specified in § 7 below.

 

§6                                  The Long-Term Strategic Plan shall be revised annually by the Executive Board and approved by the Board of Directors and shall be reflected in all the plans, forecasts, activities, strategies, capital expenditure and expenses of the Company and its subsidiaries and affiliates, and the consortia in which it directly or indirectly participates, including the Company’s Multi-year Strategic Implementation Plan and the Annual Budget, which shall be approved by the Board of Directors.

 

§7                                  In the administration of the Company and in the exercise of the right to vote in subsidiaries, affiliated companies and consortia, the Board of Directors and the Executive Board shall faithfully obey and comply with the following targets:

 

a)             to keep the Company’s consolidated indebtedness equal to or less than 2 (two) times the Company’s Ebitda (earnings before interest, taxes, depreciation and amortization);

 

b)             to keep the consolidated ratio {Net debt / (Net debt + Stockholders’ equity)} equal to or less than 40% (forty per cent);

 

c)              to limit the consolidated balance of funds recognized in Current assets, for the purposes of Clause 30 of these Bylaws or otherwise, to the equivalent of a maximum of 5% (five per cent) of the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization);

 

d)             to limit the consolidated amount of funds destined to capital expenditure and the acquisition of any assets, in each business year, to the equivalent of a maximum of 40% (forty per cent) of the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization);

 

e)              to invest only in distribution, generation and transmission projects which offer real minimum internal rates of return equal to or more than those specified in the Company’s Long-Term Strategic Plan, subject to the legal obligations;

 

f)               to maintain the expenses of the wholly-owned subsidiary Cemig Distribuição S.A. and of any distribution subsidiary at amounts not greater than the amounts recognized in the tariff adjustments and reviews;

 

g)              to maintain the revenues of the wholly-owned subsidiary Cemig Distribuição S.A. and of any subsidiary which operates in distribution at the amounts recognized in the tariff adjustments and reviews.

 

§8                                  The targets specified in §7 above shall be calculated on the consolidated basis, taking into account the Company and its permanent investments in the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., subsidiaries, affiliated companies and consortia.

 

§9                                  The targets established in Sub-clauses “a”, “b”, “c” and “d” of § 7 above may be exceeded for reasons related to temporarily prevailing conditions, upon justification by grounds and prior specific approval by the Board of Directors, up to the following limits:

 

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a)             the Company’s consolidated debt to be less than or equal to 2.5 (two point five) times the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization);

 

b)             the consolidated ratio {Net debt / (Net debt + Stockholders’ equity)} to be limited to 50% (fifty per cent);

 

c)              the consolidated balance of the funds recognized in Current assets, for the purposes of Clause 30 of these Bylaws or otherwise, to be the equivalent of a maximum of 10% (ten per cent) of the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization); and

 

d)             the consolidated amount of the funds allocated to capital expenditure and to the acquisition of any assets, only in the business years of 2006 and 2007, to be limited to maximum values of 65% (sixty-five per cent) and 55% (fifty-five per cent), respectively, of the Company’s Ebitda (Earnings before interest, taxes, depreciation and amortization).

 

Section I

 

The Board of Directors

 

Clause 12                                          The Company’s Board of Directors shall be made up of 14 (fourteen) members and an equal number of substitute members. One of the members shall be its Chairman and another its Vice-Chairman, and all shall be elected for the same concurrent period of office of 2 (two) years, may be dismissed at any time by the General Meeting of Stockholders, and may be reelected.

 

§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 global or individual amounts of the remuneration of the Board of Directors shall be fixed by the General Meeting of Stockholders, in accordance with the legislation from time to time in force.

 

§3                                 The minority holders of common shares, and the holders of preferred shares, each have the right to elect 1 (one) member of the Board of Directors, in a separate vote, in accordance with the law.

 

§4                                 The Boards of Directors of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. shall, obligatorily, be made up of the members and substitute members elected to the Board of Directors of the Company.

 

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

 

§ 6                              The members of the Board of Directors shall not take office unless they have previously signed the Managers’ Consent Undertaking, as specified in the Level 1 Regulations of the BM&FBovespa, and are also compliant with the applicable legal requirements.

 

Clause 13                                         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 which was remaining to the previous member.

 

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§1                                  In this event, if the previous Board member was elected by a minority, the new member shall be elected by the same minority.

 

Clause 14                                          The Board of Directors shall meet ordinarily 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 in accordance with its internal regulations. It shall also meet extraordinarily, on convocation by its Chairman, or its Vice-Chairman, or one-third of its members, or when requested by the Executive Board.

 

§1                                  The meetings of the Board of Directors shall be called by its Chairman or its Vice-Chairman, by written advice sent with 5 (five) business days’ notice, containing the agenda to be discussed. Meetings of the Board of Directors called on the basis of urgency may be called by its Chairman without being subject to the above-mentioned period provided that the other members of the Board are unequivocally aware 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 Chairman shall have the casting vote.

 

Clause 15                                          The Chairman 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 Chairman.

 

Clause 16                                          The Chairman and Vice-Chairman of the Board of Directors shall be chosen by their peers, at the first meeting of the Board of Directors that takes place after the election of its members, and the Vice-Chairman shall take the place of the Chairman when the Chairman is absent or impeded from exercising his functions.

 

Clause 17                                          The Board of Directors shall have the following attributions:

 

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

 

b)             to elect or dismiss the Executive Officers of the Company, subject to these Bylaws;

 

c)            to decide, prior to the Company entering into them, on contracts between the Company and any of its stockholders, or any company that exercises control or joint control of such stockholder;

 

d)             to decide, upon a proposal put forward by the Executive Board, on disposal or placement of a charge upon any of the Company’s property, plant or equipment, and on the giving by the Company of any guarantee to any third party of which the individual value is greater than or equal to R$ 14,000,000.00 (fourteen million Reais);

 

e)              to decide, upon a proposal put forward 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 of R$ 14,000,000.00 (fourteen million Reais) or more, 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;

 

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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 report of management and the accounts of the Executive Board of the Company;

 

i)                 to choose and to dismiss the Company’s auditors, from among companies with international reputation authorized by the Securities Commission (CVM) to audit listed companies;

 

j)     to authorize, upon a proposal by the Executive Board, commencement of administrative tender proceedings, and proceedings for dispensation from or non-requirement of tender, and the corresponding contracts, for amounts of R$ 14,000,000.00 (fourteen million Reais) or more;

 

k)             to authorize, upon a proposal put forward by the Executive Board, filing of legal actions, or administrative proceedings, or entering into court or out-of-court settlements, for amounts of R$ 14,000,000.00 (fourteen million Reais) or more;

 

l)                 to authorize the 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 Company’s Long-Term Strategic Plan, the Multi-year Strategic Implementation 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 the Annual Budget approved;

 

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 the declarations of vote in the General Meetings of Stockholders and the orientations for voting in the meetings of the boards of directors of the subsidiaries, affiliated companies and the consortia in which the Company participates, when participation in the capital of other companies or consortia is involved, and the decisions must, in any event and not only in matters relating to participation in the capital of other companies or consortia, obey the provisions of these Bylaws, the Long-term Strategic Plan and the Multi-year Strategic Implementation Plan;

 

q)             to approve the constitution of, and participation in the equity capital of, any company, undertaking or consortium;

 

r)                to approve the institution of committees, in accordance with its Internal Regulations, and each respective committee shall, prior to the decision by the Board of Directors, give its opinion, which shall not be binding: (i) on the matters over which competence is attributed to it by the Internal Regulations; and (ii) in

 

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relation to any matter whenever requested by at least 2/3 (two thirds) of the members of the Board of Directors, or the whole number of Members of the Board immediately below the number resulting from that quotient in the event that it is not a whole number; and

 

s)               to authorize provisions in the Company’s accounts, in amounts of R$ 14,000,000.00 (fourteen million Reais) or more, upon proposal by the Executive Board.

 

§1                                  The Board of Directors, by specific resolutions, may delegate to the Executive Board the power to authorize entering into contracts for sales of electricity or for provision of distribution or transmission services, in accordance with the legislation.

 

§2                                  The financial limits for decision by the Board of Directors shall be adjusted, in January of each year, by the IGP-M (General Market Price) inflation index, published by the Getúlio Vargas Foundation.

 

Section II

 

The Executive Board

 

Clause 18                                          The Executive Board shall be made up of 11 (eleven) Executive Officers, who may be stockholders, resident in Brazil, elected by the Board of Directors, comprising:

 

Chief Executive Officer;

Deputy Chief Executive Officer;

Chief Finance and Investor Relations Officer;

Chief Corporate Management Officer;

Chief Distribution and Sales Officer;

Chief Generation and Transmission Officer;

Chief Trading Officer;

Chief Business Development Officer;

Chief Officer for the Gas Division;

Chief Counsel; and

Chief Institutional Relations and Communication Officer.

 

§1                                  The period of office of the Executive Officers shall be 3 (three) years, and re-election is permitted. The Executive Officers shall remain in their posts until their duly elected successors take office. No member of the Executive Board may take office without previously signing the Managers’ Consent Undertaking, as specified in the Level 1 Regulations, and being compliant with the applicable legal requirements.

 

§2                                  The global or individual amount of the remuneration of the Executive Board, including benefits of any type, shall be fixed by the General Meeting of Stockholders, in accordance with the legislation from time to time in force.

 

§3                                  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. They shall, however, obligatorily hold and exercise the corresponding

 

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positions in the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.

 

§4                                  Executive Officers who are not employees shall have the right to an annual period of not more than 30 (thirty) days’ remunerated leave. This leave may not be accumulated, and its remuneration shall be augmented by one-third of the monthly remuneration currently in effect. This leave shall be granted to them by the Chief Executive Officer; the leave of the Chief Executive Officer shall be granted by the Board of Directors.

 

Clause 19                                          In the event of absence, leave, resignation or vacancy of the post of the Chief Executive Officer, this post shall be exercised by the Deputy Chief Executive Officer, for whatever period the absence or leave may last, and, in the case of the post being vacant, of prevention of its exercise, or of resignation, until the post is filled by the Board of Directors.

 

§1                                  In the event of absence, leave, resignation or vacancy of the post of any of the other members of the Executive Board, the Executive Board may, by approval of a 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 — or, in the event of vacancy, the impediment or resignation — lasts, until the post is filled by the Board of Directors.

 

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

 

Clause 20                                          The Executive Board shall meet, ordinarily, at least 2 (two) times per month and, extraordinarily, whenever called by the Chief Executive Officer or by 2 (two) Executive Officers with prior notice of at least 2 (two) days, but this notice shall not be necessary if all the Executive Officers are present. Unless stated to the contrary in the Bylaws, the decisions of the Executive Board shall be taken by a vote of the majority of its members, and in the event of a tie the Chief Executive Officer shall have a casting vote and the Board of Directors must be advised that the casting vote has been used.

 

Clause 21                                          The Executive Board is responsible for the current management of the Company’s business, subject to the obligation to obey the Long-Term Strategic Plan, the Multi-year Strategic Implementation Plan and the Annual Budget, prepared and approved in accordance with these Bylaws.

 

§1                                  The Company’s Multi-year Strategic Implementation Plan shall reflect the Company’s Long-Term Strategic Plan and contain the plans and projections for a period of 5 (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 of 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

 

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

 

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

 

§3                                  The Company’s Multi-year Strategic Implementation Plan and the Annual Budget shall be prepared and updated annually, by the end of each business year, to be in effect in the following business year. They shall be prepared in coordination with the Chief Executive Officer and the Chief Finance and Investor Relations Officer, respectively, and, in relation to the affiliates and subsidiaries, jointly with the Chief Business Development Officer, and at all times, in all aspects, with the participation of all the Chief Officers’ Departments. The Multi-Year Strategic Implementation Plan and the Annual Budget shall be submitted to examination by the Executive Board and, subsequently, to approval by the Board of Directors.

 

§4                                  The following decisions 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 Company’s Multi-year Strategic Implementation Plan, and revisions of it, 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 Strategic Implementation Plan at the time in force, 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 R$ 14,000,000.00 (fourteen million Reais), with consequent adaptation of the targets approved, obeying the multi-year Strategic Implementation Plan 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 the giving of guarantees to third parties, in amounts less than R$ 14,000,000.00 (fourteen million Reais);

 

f)               authorization of the Company’s capital expenditure projects, signing of agreements and legal transactions in general, 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 R$ 14,000,000.00 (fourteen million Reais), including injection of capital into wholly-owned or other subsidiaries, affiliated companies, and the consortia in which the Company participates, subject to the provisions of Sub-clause ‘o’ of Sub-item IV of Clause 22;

 

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

 

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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;

 

h)           authorization to open administrative tender proceedings and proceedings for exemption from or non-requirement for tender, and the corresponding contracts, in amounts greater than or equal to R$ 2,800,000.00 (two million eight hundred thousand Reais) and less than R$ 14,000,000.00 (fourteen million Reais);

 

i)               authorization to file legal actions and administrative proceedings, and to enter into Court and out-of-court settlements, for amounts less than R$ 14,000,000.00 (fourteen million Reais);

 

j)              authorization of the provisions in the Company’s accounts of less than R$ 14,000,000 (fourteen million Reais), upon proposal by the Chief Finance and Investor Relations Officer;

 

k)           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 22;

 

l)               authorization of expenditure on personnel expenses and collective employment agreements, 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; and

 

m)         examination and decision on the contracting of external consultants, when requested by the office of any Chief Officer, subject to the provisions of Clause 17, Sub-clause “j”, and Clause 21, §4, Sub-clause “h”.

 

§5                                  Actions necessary for the regular functioning of the Company, entering into contracts, and other legal transactions shall be carried out by the Chief Executive Officer, jointly with one Executive Officer, or by a person holding a valid power of attorney.

 

§6                                  Powers of attorney must be granted by the Chief Executive Officer, jointly with an Executive Officer, except for the power described in Sub-clause “c” of Sub-item I of Clause 22, for which only the signature of the Chief Executive Officer is required.

 

§7                                  The financial limits for decision by the Executive Board shall be adjusted, in January of each year, by the IGP-M (General Market Price) inflation index, published by the Getúlio Vargas Foundation.

 

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

 

I                                            To the Chief Executive Officer:

 

a)             to oversee and direct the work of the Company;

 

b)             to coordinate the preparation, consolidation and implementation of the Company’s Multi-year Strategic Implementation Plan; in the case of the affiliated companies and jointly-controlled subsidiaries, jointly with the Chief Business Development Officer; and in both cases with the participation of the other Chief Officers of the Company;

 

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

 

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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;

 

f)               to hire and dismiss employees of the Company;

 

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

 

h)             to propose to the Executive Board, for approval, jointly with the Chief Officer to whom the employee is linked, nominations for management positions in the Company; and

 

i)                 to propose the appointments to positions of Management and positions on the Audit Boards of the wholly-owned subsidiaries, and of Fundação Forluminas de Seguridade Social — Forluz, after hearing the Chief Finance and Investor Relations Officer, and of the Company’s subsidiaries and affiliated companies and of the consortia in which the Company participates, after hearing the Chief Business Development Officer, except in the case of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the provisions of §4 of Clause 12 and §3 of Clause 18 of these Bylaws prevail.

 

II                                   To the Deputy Chief Executive Officer:

 

a)             to substitute the Chief Executive Officer if he is absent, on leave, temporarily impeded from exercising his functions, or has resigned or his post is vacant;

 

b)             to promote improvement of the Company’s social responsibility and sustainability policies;

 

c)              to set the policies and guidelines for the environment, technological development, alternative energy sources and technical standardization;

 

d)             to co-ordinate the Company’s strategy for operations in relation to social responsibility, the environment, technological processes and strategic management of technology;

 

e)              to coordinate the putting in place and maintenance of the Company’s quality control systems;

 

f)               to promote the implementation of programs for the Company’s technological development; and

 

g)              to monitor the management of the plans for compliance with the guidelines for the environment, technology and improvement of quality.

 

III                              To the Chief Finance and Investor Relations Officer:

 

a)             to make available the financial resources necessary for the operation and expansion of the Company, in accordance with an Annual Budget, conducting the processes of contracting of loans and financing, and the related services;

 

b)             to coordinate the preparation and consolidation of the Company’s Annual Budget, in the case of the affiliated companies and jointly-controlled subsidiaries, jointly with the Chief Business Development Officer, and in both cases with the participation of the other Chief Officers of the Company;

 

c)              to arrange for economic and financial valuation of the Company’s capital expenditure investment projects, except those that are the responsibility of the Chief Business Development Officer;

 

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d)             to accompany the economic-financial performance of investment projects, according to targets and results approved by the Executive Board and the Board of Directors;

 

e)              to carry out the accounting of, monitor and control the economic-financial transactions of the Company, including its wholly-owned and other subsidiaries;

 

f)               to determine the cost of the service and to establish a policy on insurance, as set out in the Company’s Multi-year Strategic Implementation Plan;

 

g)              to prepare the short-, medium- and long-term financial programming in detail, as specified in the Company’s Multi-year Strategic Implementation Plan and Annual Budget;

 

h)             to monitor and control the Company’s registered capital, and to propose to the Executive Board, for decision or for submission to the Board of Directors or the General Meeting of Stockholders, subject to the provisions of these Bylaws, the governance policy in relation to the market, and the dividend policy, of the Company and its subsidiaries, and to suggest the same for the affiliated companies;

 

i)               to coordinate the preparation and negotiation of the tariffs for supply and distribution of electricity, and the revenues from transmission, with the National Electricity Agency, Aneel;

 

j)                to be responsible for the provision of information to the investing public, to the Securities Commission (CVM) and to the Brazilian and international stock exchanges and over-the-counter markets, and the corresponding regulation and inspection entities, and to keep the Company’s registrations with these institutions updated;

 

k)           to represent the Company to the CVM, the stock exchanges and other entities of the capital markets;

 

l)                 to arrange for the financial management of the Company and of its wholly-owned and other subsidiaries, and affiliated companies, and of the consortia in which the company participates, within the criteria of good corporate governance and making continual efforts for compliance with their business plans, subject to the provisions of these Bylaws;

 

m)         to monitor the economic and financial results of the Company’s holdings in the subsidiaries and affiliated companies;

 

n)             to propose to the Executive Board, for approval or submission to the Board of Directors or to the General Meeting of Stockholders, depending on the competency specified in these Bylaws:

 

(i)             injections of capital into the wholly-owned subsidiaries; and

 

(ii)          jointly with the Chief Business Development Officer, injections of capital, exercise of the right of preference, and signing of voting agreements, in the subsidiaries, in the affiliated companies and in the consortia in which the Company participates;

 

o)             to take part in the negotiations that involve constitution or alteration of corporate documents of all the companies in which the Company has any equity holding;

 

p)             to coordinate, jointly with the Chief Business Development Officer, the processes of disposal of stockholding interests held by the Company, subject to the provisions of the legislation and regulations from time to time in force; and

 

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q)             to monitor and evaluate the financial performance of the subsidiaries and affiliates, and of the consortia in which the company participates, and to disseminate it within the Executive Board.

 

IV                               To the Chief Corporate Management Officer:

 

a)             to ensure the provision of appropriate personnel to the Company;

 

b)             to decide the Company’s human resources policy and to orient and promote its application;

 

c)              to orient and conduct the activities related to organizational studies and their documentation;

 

d)             to decide, conduct and supervise the Company’s telecommunications and information technology policy;

 

e)              to plan, put in place and maintain the Company’s telecommunications and information technology systems;

 

f)               to decide policies and rules on support services such as transport, administrative communication, and security guards, and on provision of adequate quality in the workplace for the Company’s personnel;

 

g)              to provide the Company with infrastructure and administrative support resources and services;

 

h)             to coordinate the policies, processes and means of property security, work safety and security guarding approved by the Company;

 

i)                 to carry out the negotiations of collective work agreements, in accordance with the guidelines and limits approved by the Board of Directors, submitting the proposals negotiated for approval by the Executive Board;

 

j)                to administer the process of contracting of works and services and of acquisition and disposal of materials and real estate property;

 

k)             to effect quality control of the material acquired and of the qualification of contracted service providers;

 

l)               to administer and control the stock of material, the separation and recovery of used material, and to carry out sales of excess and unusable material, and scrap;

 

m)         to arrange for and implement programs to increase, develop and continually improve suppliers of materials and services of interest to the company, alone or in cooperation with other Chief Officer’s Departments or development agencies or industry associations, in the ambit of the State of Minas Gerais;

 

n)             to carry out corporate management and environmental action programs within the scope of this Chief Officer’s Department;

 

o)             to authorize opening of administrative tender proceedings and proceedings for exemption from or non-requirement for tender, and the corresponding contracts, in amounts up to R$ 2,800,000.00 (two million eight hundred thousand Reais);

 

p)             to propose to the Chief Executive Officer, for submission to the Executive Board, for approval, from among the employees of the Company, of Cemig Distribuição S.A. and of Cemig Geração e Transmissão S.A., appointments for the positions of sitting and substitute members of the Integrated Pro-Health Administration Committee;

 

q)             to propose to the Chief Executive Officer, for submission to the Executive Board for approval, from among the employees of the Company and of the other

 

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companies involved in the negotiations, appointments of employees to the Union Negotiation Committee, and also the appointment of its coordinator; and

 

r)                to present to the Executive Board the assessments received from a leadership succession development program, put in place by the Company, for the purpose of giving the Executive Board input for its decisions on appointments of employees to management posts.

 

                                  To the Chief Distribution and Sales Officer:

 

a)             to make continuous efforts on behalf of the quality of supply of energy to consumers that are directly linked to the Company’s distribution system;

 

b)             to prepare the planning of the Company’s distribution system;

 

c)              to manage the implementation of the distribution facilities, including preparation and execution of the plan, construction and assembly;

 

d)             to operate and maintain the electricity distribution system and the associated systems of supervision and remote control;

 

e)              to manage the Company’s work safety policy in the ambit of his/her activities;

 

f)               to propose and implement the policies for service to consumers served by this Chief Officer’s Department;

 

g)              to develop programs and actions with captive consumers with demand lower than 500kW, with a view to the most efficient use of electricity;

 

h)             to establish commercial relationships with and coordinate the sale of electricity and services to captive consumers with demand lower than 500 kW;

 

i)                 to carry out environmental programs and actions within the scope of this Chief Officer’s Department; and

 

j)                to represent the Company in the Brazilian Electricity Distributors’ Association (Abradee) and with other entities of the distribution sector;

 

k)           to propose policies and guidelines to ensure the physical security of the distribution facilities, and to manage the asset security of these facilities;

 

l)                 to seek continuous improvement of the processes of operation and maintenance, through the use of new technologies and methods, aiming to improve the quality and reduce the cost of those activities; and

 

m)         to monitor and evaluate the technical and operational performance of the Company’s wholly-owned subsidiaries, and disseminate this information within the Executive Board.

 

VI                               To the Chief Generation and Transmission Officer:

 

a)             to make continuous efforts on behalf of the quality of supply of electricity to consumers that are directly linked to the transmission system;

 

b)             to prepare the planning of generation and transmission;

 

c)              to operate and maintain the generation and transmission systems and the associated systems of supervision and remote control;

 

d)             to carry out environmental programs and actions within the scope of this Chief Officer’s Department;

 

e)              to develop and conduct such hydro-meteorological activities as are of interest to the Company;

 

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f)               to manage the operations arising from interconnection of the Company’s electricity transmission system with those of other companies, and the connection of agents to the Company’s basic network;

 

g)              to represent the Company in relations with the National System Operator (ONS), the Brazilian Electricity Generators’ Association (Abrage) and other entities representing the electricity generation and transmission sector;

 

h)             to manage the Company’s central laboratories and workshops;

 

i)                 to coordinate and put in place projects for refurbishment, modernization, improvement, reactivation and de-activation in the generation and transmission facilities;

 

j)                to propose and implement measures that aim to ensure the connectivity of the various agents of the electricity sector, linked to the Company’s transmission system;

 

k)             to propose and implement the policies and guidelines that aim to ensure the physical security of the generation and transmission facilities, and to manage the industrial safety of those facilities;

 

l)                 to manage and promote the Company’s work safety policy within the scope of his/her activities;

 

m)         to manage and put in place the undertakings for expansion of generation, transmission and co-generation, arranging for planning, construction and assembly, and ensuring the proper physical and financial performance of those undertakings;

 

n)             to supply technical support to negotiations for making possible the projects for expansion of generation, transmission and co-generation, and to take part in the negotiation of documents of the consortia of entrepreneurs and special-purpose companies; and

 

o)             to monitor and evaluate the technical and operational performance of the Company’s wholly-owned subsidiaries, and disseminate this information within the Executive Board.

 

VII                          To the Chief Trading Officer:

 

a)             to carry out research, studies and projections on the markets of interest to the Company;

 

b)             to coordinate the planning and execution of the purchase of electricity to serve the Company’s market and the sale of energy from its own generation sources;

 

c)              to coordinate the purchase and sale of electricity in its different forms and modalities, including importation, exportation and holdings in all the segments of markets specialized in energy;

 

d)             to coordinate the provision of services of intermediation of business transactions related to the sale of electricity to any authorized agent;

 

e)              to represent the Company in the Electricity Trading Chamber (CCEE), taking responsibility for the transactions carried out in the ambit of that chamber, and to represent the Company in relations with the other electricity trading entities;

 

f)               to coordinate the establishment of the prices for purchase and sale of electricity, and to propose them to the Executive Board for approval;

 

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g)              to establish commercial relations with and coordinate the sale of electricity and services to individual consumers, or groups of consumers, served at voltages of 2.3kV or more and contracted demand of 500kW or more, and also business groups;

 

h)             to identify, measure and manage the risks associated with the trading of electricity;

 

i)                 to negotiate and manage the commercial transactions involved in transport and connection of any party accessing the distribution system;

 

j)                to negotiate and manage the Contracts for Use of the Transmission System with the National System Operator (ONS) and for connection to the Distribution System with transmission companies;

 

k)             to manage the trading of the Company’s carbon credits, in coordination with the Office of the Chief Business Development Officer; and

 

l)                 to monitor and evaluate the technical and operational performance of the Company’s wholly-owned subsidiaries, and disseminate this information within the Executive Board.

 

VIII                       To the Chief Business Development Officer:

 

a)             to arrange for search, analysis and development of new business of the Company in the areas of generation, transmission and distribution of electricity, and oil and gas, and in other activities directly or indirectly related to the Company’s objects;

 

b)             to arrange for technical, economic-financial, and environmental feasibility studies of new business for the Company, in coordination with the Chief Officer’s Departments related to those businesses;

 

c)              to coordinate negotiations and implement partnerships, consortia, special-purpose companies and other forms of association with public- or private-sector companies necessary for the development of new business, and also the negotiation of contracts and corporate documents of those projects;

 

d)             to coordinate, jointly with the Chief Executive Officer, the preparation and consolidation of the Company’s Multi-Year Strategic Implementation Plan; and with the Chief Finance and Investor Relations Officer, of the Annual Budget in relation to the affiliated companies and subsidiaries;

 

e)              to coordinate the participation of the Company in tender proceedings for obtaining grant of concessions in all the areas of its activity;

 

f)               to seek, coordinate, evaluate and structure the opportunities for acquisition of new assets in all the sectors and activities directly or indirectly related to the company’s Objects;

 

g)              to coordinate the Company’s participation in the auctions of new business opportunities held by any person or legal entity, under public or private law, including regulatory agencies;

 

h)             to promote the search for, and analysis of, business opportunities related to the use of carbon credits, within the ambit of the company;

 

i)                 to prepare the planning and the Capital Expenditure Program of new business in all the sectors and activities directly or indirectly related to the Company’s objects;

 

j)                to represent the Company in relations with the entities for planning of expansion of the electricity sector in its areas of operation;

 

k)             to accompany Brazil’s energy planning, within the Company;

 

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l)                 to propose to the Executive Board, for approval or submission to the Board of Directors, assumptions for new investments to be made by the Company (IRR, payback, cost of capital, and any other indicators of risk/return that may be necessary);

 

m)         to propose, jointly with the Chief Finance and Investor Relations Officer, to the Executive Board, for approval or for submission to the Board of Directors or to the General Meeting of Stockholders, depending on the competency specified in these Bylaws, matters relating to injections of capital, exercise of the right of preference and making of voting agreements in the subsidiaries and affiliates and in the consortia in which the company participates;

 

n)             to coordinate, within the ambit of the Company, negotiations that involve constitution and alteration of stockholding documents of the subsidiaries and affiliates, and of the consortia in which the Company participates;

 

o)             to monitor and supervise the management and development of the subsidiaries and affiliates, within the criteria of good governance and making efforts at all times for compliance with their business plans, subject to the provisions of these Bylaws;

 

p)             to coordinate, jointly with the Chief Finance and Investor Relations Officer, processes of disposal of equity interests held by the Company, subject to the provisions of the legislation and regulations from time to time in force;

 

q)             to monitor and evaluate the technical-operational performance of the subsidiaries and affiliates and of the consortia in which the company participates, and to disseminate it within the Executive Board;

 

r)                to represent the Company, in the terms of §3 of Clause 11 of these Bylaws, in the support committees to the Boards of Directors of its subsidiaries and affiliates; and

 

s)               to coordinate matters relating to new business and the management of the equity holdings of the Company and of its subsidiaries and affiliates, and of the consortia in which the company participates, in interaction with the other Chief Officers of the Company.

 

IX                              To the Chief Officer for the Gas Division:

 

a)             to coordinate, in the name of the Company and its wholly-owned and other subsidiaries, all the activities related to exploration, acquisition, storage, transport, distribution and sale of oil and gas or oil products and by-products, directly or through third parties;

 

b)             to propose to the Executive Board guidelines and general rules and plans for operation, prospecting, exploration, acquisition, storage, transport, distribution and sale of activities of the oil and gas business;

 

c)              to carry out research, analyses and studies of investments and new technologies related to oil and gas and, jointly with the Chief Business Development Officer, studies and development of business in that sector;

 

d)             to develop standardization for projects in the field of oil and gas;

 

e)              to propose to the Executive Board a multi-year plan for investments and expenses of Gasmig;

 

f)               to propose to the Executive Board, jointly with the Chief Finance and Investor Relations Officer and the Chief Business Development Officer, the multi-year plan for investments and expenses of other special-purpose companies associated with the activities of oil and gas;

 

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g)              to consolidate the management of the work safety policies of Gasmig and of other special-purpose companies, in the ambit of the oil and gas activities, in accordance with the general guidelines laid down by the Company, through the Office of the Chief Corporate Management Officer;

 

h)             to carry out research, studies, analyses and market projections of interest to the Company in the ambit of the oil and gas activities;

 

i)                 to carry out environmental programs and actions within the scope of this Chief Officer’s Department; and

 

j)                to represent the Company in the various entities that bring together the companies of the oil and gas sector.

 

                                 To the Chief Counsel:

 

a)             to coordinate the legal activities of the Company, and of its wholly-owned and other subsidiaries, in accordance with Article 116, Sub-clauses “a” and “b”, of Law 6404/1976, comprising:

 

·                  organization and supervision of the legal services of the companies in the areas of litigation and consultation, in all the areas of law;

 

·                  establishment of directive guidelines, issuance of legal orientations and preventive activity in legal matters in the interest of the Companies;

 

·                  adoption of measures aiming for integration and synergy of the legal areas of the Companies;

 

·                  promotion of the defense of the interests of the companies in the Courts and in the administrative sphere; and

 

·                  decision on strategies in law and in case procedure to be adopted by the companies;

 

b)             to support the other areas of the Company, and of its wholly-owned and other subsidiaries, in accordance with Article 116, Sub-clauses “a” and “b”, of Law 6404/1976, in legal and juridical matters;

 

c)              to propose and implement the directive guidelines for contracting of external legal services, coordinating and supervising their execution; and

 

d)           to coordinate the information relating to the Company’s legal actions, proceedings in the administrative sphere and services of legal consultancy; and of those of the Company’s wholly-owned and other subsidiaries, in accordance with Article 116, Sub-clauses “a” and “b”, of Law 6404/1976; and periodically or when requested, to inform the Executive Board and the Board of Directors on the strategy adopted in terms of proceedings and law, and the progress and development of such proceedings.

 

XI                                To the Chief Institutional Relations and Communication Officer:

 

a)             to coordinate the representation of the Company and of its wholly-owned subsidiaries within the scope of its regulatory attributions in relations with the regulatory agencies, the Mining and Energy Ministry, and forums and associations of the sector;

 

b)           to coordinate the institutional relationships of the Company and of its wholly-owned subsidiaries, including the principal forums of legislation and development of public policies associated with the electricity sector;

 

c)            to coordinate the processes of inspection, and notices, originating from the regulatory agencies related to the Company and its wholly-owned subsidiaries, jointly with the Chief Officers’ Departments involved;

 

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d)           to coordinate, based on the Company’s Strategic Planning, the disclosure of institutional and corporate information about the Company and its wholly-owned subsidiaries;

 

e)            to coordinate the accompaniment of proposals for legislation and regulations, and also the statements of position of the Company and its wholly-owned subsidiaries, jointly with the Chief Officer’s Departments involved;

 

f)             to coordinate analysis and arrangements made for preparation of regulatory scenarios, ensuring that the impacts on the business of the Company’s wholly-owned subsidiaries are evaluated, to provide supporting input for the Company’s strategic corporate planning;

 

g)            to coordinate and align the corporate communication actions of the Company and of its wholly-owned subsidiaries to preserve the Company’s culture and values in relations with stockholders, employees, communities, clients, suppliers, government and opinion-formers, also ensuring alignment with the Company’s Strategic Plan;

 

h)             to coordinate the corporate communication efforts and actions of the Company and of its wholly-owned subsidiaries, aiming to maintain and strengthen the brand and sustain the addition of value in the relationships with the Company’s significant publics in such a way as to ensure a strong and positive reputation;

 

i)                 to coordinate actions on defining and implementing the use of the brands of the Company and of its wholly-owned subsidiaries, to guarantee the value and strengthening of the Company;

 

j)              to coordinate actions in relation to preservation of the Memory Project of the Company and of its wholly-owned subsidiaries, making continuous efforts on behalf of the physical collections of the Company and of its wholly-owned subsidiaries;

 

k)             to coordinate the monitoring, control and disclosure of institutional and corporate information;

 

l)                 to coordinate, in accordance with the directives established by the Board of Directors, the use of funds for cultural projects, especially those of social responsibility, with funds under incentive laws;

 

m)         to coordinate the disclosure of programs for energy efficiency and other programs directed to needy communities; and

 

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

 

§1                                  The competencies of representation before technical and administrative bodies and associations granted to the Chief Officers under this clause do not exclude the Chief Executive Officer’s competency of representation, nor the need for obedience to the provisions in these Bylaws in relation to prior obtaining of authorizations from the management bodies to contract obligations in the name of the Company.

 

§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.

 

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§3                                  As well as the exercise of the attributions set for them in these Bylaws, each Chief Officer’s Department has the competency to ensure the cooperation, assistance and support of the other Chief Officer’s Departments in the areas of their respective competencies, with the aim of success in the greater objectives and interests of the Company.

 

§4                                  The projects developed by the Company in the area of the Office of the Chief Business Development Officer, once structured and constituted, must be assumed by the respective Chief Officer’s Departments responsible for their construction, execution, operation and sales, as defined in these Bylaws.

 

§5                                  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.

 

§6                                  The financial limit set by Sub-clause “o” of Item IV of this clause shall be adjusted, in January of each year, by the IGP-M (General Market Price) inflation index, produced by the Getúlio Vargas Foundation.

 

CHAPTER V

 

The Audit Board

 

Clause 23                                          The Company’s Audit Board shall function permanently and shall be made up of between 3 (three) and 5 (five) members and their respective substitute members, who shall be elected annually, on the occasion of the Annual General Meeting, and may be re-elected.

 

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

 

Clause 24                                          In the event of resignation of the position, 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 25                                          The responsibilities and powers of the Audit Board are those set by the Corporate Law, and also, to the extent that they do not conflict with Brazilian legislation, those required by the laws of the country in which the Company’s shares are listed and traded, in accordance with its Regulations.

 

Clause 26                                          The remuneration of the members of the Audit Board shall be fixed by the General Meeting of Stockholders which elects it, in accordance with the legislation from time to time in force.

 

CHAPTER VI

 

The business year

 

Clause 27                                          The business year shall coincide with the calendar year, closing on 31 December of each year, when the Financial Statements shall be prepared, in accordance with the

 

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relevant legislation. Financial statements for periods of six months or interim statements for shorter periods may be prepared.

 

Clause 28                                          Before any other 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 the profit shares of the employees and the managers.

 

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

 

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

 

b)             50% (fifty percent) distributed as obligatory dividends 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 Strategic Plan 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 Bylaws, up to the maximum limit specified by Clause 199 of the Corporate Law.

 

Clause 29                                          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, to be paid from retained earnings, profit reserves or profits ascertained in six-monthly or interim financial statements.

 

§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 obligatory 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 30                                          Without prejudice to the obligatory dividend, every two years, starting from the business year of 2005, 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 28 of these Bylaws 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 Strategic Plan and the Dividend Policy contained therein.

 

Clause 31                                          The dividends declared, obligatory 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.

 

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§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 32                                          The employees have the right to a share in the profits or results of the Company, upon 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 specific legislation.

 

Clause 33                                          It is the competency of the General Meeting of Stockholders to set, annually, the limits to sharing by the managers in the profits of the Company, subject to the provisions of §1 of Article 190 of Law 6404 of December 15, 1976.

 

CHAPTER VII

 

Liabilities of the Management Officers

 

Clause 34                                          The management officers are liable to the Company and to third parties for the actions which they take in the exercise of their functions, as specified by the law and by these Bylaws.

 

Clause 35                                          The Company guarantees defense of members of the Board of Directors, the Audit Board and the Executive Board in Court and/or administrative proceedings, on the plaintiff or defendant side, during or after their periods of office, occasioned by events or acts related to the exercise of their specific functions which do not violate the provisions of law or of these Bylaws.

 

§1                                  The guarantee given in the head paragraph of this clause extends to employees who legally carry out actions by delegation from the Company’s management officers.

 

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

 

§3                                  Any member of the Board of Directors or the Audit Board, or any Chief Officer or employee against whom a Court judgment subject to no further appeal is given must reimburse the Company all the costs, expenses and losses caused to it.

 

END

 

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II —        Please provide a report giving details of the origin and justification of the changes proposed and analyzing their legal and economic effects.

 

Change to the head paragraph of Clause 4 of the by-laws:

 

Justification:

 

a)                                                  Article 169 of Law 6404/1976, as amended, provides for the possibility of increase in the Company’s registered Share Capital by capitalization of profits or of reserves;

 

b)                                                  on September 30, 2013 the amount of Cemig’s Capital Reserve account was  R$ 3,405,579,000;

 

c)              attribution of a stock dividend, to all stockholders, in the form of preferred shares, will result in higher liquidity for the preferred shares, since it will result in holders of common shares becoming also holders of preferred shares.

 

Economic and legal effects:

 

None.

 

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