EDP ENERGIAS DO BRASIL S.A. Publicly-held Company NIRE CNPJ/MF No /

Transcription

1 EDP ENERGIAS DO BRASIL S.A. Publicly-held Company NIRE CNPJ/MF No / MINUTES OF THE 31 st ORDINARY GENERAL MEETING HELD ON APRIL 09, DATE, TIME AND PLACE: Held at 11:00 AM on April 9, 2010 at Company headquarters in the City of São Paulo, State of São Paulo, at Rua Bandeira Paulista, nº º andar, Bairro Itaim Bibi, CEP CALL: The notice of this General Shareholders' Meeting was published in the Official Gazette of the State of São Paulo, issues of March 10, 11 and 12, 2010 an in the Valor Econômico newspaper, issues of March 10, 11, 12, 13, and 14, ATTENDANCE: Shareholders representing the legal quorum, as per the signatures included in the Company's Shareholders Attendance Book, were present. Also present were Mr. Miguel Dias Amaro - Director Vice-President of Finance and Investor Relations and Management Control and Mr. Leonardo Augusto Giusti, representative of KPMG Independent Auditors. 4. BOARD: The meeting was chaired by Mr. Miguel Dias Amaro, Director Vice-President of Finance and Investor Relations and Management Control and Company's shareholder, who selected Ms. Maria Cristina Cescon Avedissian to be his secretary. 5. MANAGEMENT INFORMATION: Mr. Miguel Dias Amaro informed the members in attendance that the subsidiaries Bandeirante Energia S.A. and Espírito Santo Centrais Elétricas S.A. signed an Addendum to the related Concession Agreements, under the terms and conditions of the standard model mentioned in Resolution No. 245/2010 of the National Electric Power Agency (ANEEL), taking into consideration that the determining grounds of the Resolution itself are expressly bound to the preservation of the economic conditions set forth in the related Concession Agreements, the perfect legal acts and the legal security upon the introduction of the neutrality of sector charges in relation to potential future impacts that may occur in the remaining effective period for the performance of the related Concession Agreements. 6. AGENDA: The President of the Meeting clarified that the purpose of this General Meeting was: (i) to take accounts from managers, to examine, discuss and vote the management's report and the financial statements accompanied by the opinion of the independent auditors for the fiscal year ended December 31, 2009; (ii) to approve the capital budget; (iii) to approve the allocation of net profits and dividend pay-outs related to year 2009; (iv) to define the number of

2 Board members, their election, and designation of global compensation for Company's managers; and (v) to approve the journal change for Company 's legal publications. 7. RESOLUTIONS: In continuation of the meeting, shareholders decided as follows: 7.1. With those legally impeded to vote abstaining from voting, they approved, without qualification and based on a majority vote, the Management's Report and the Financial Statements, accompanied by the Independent Auditors' Report, for the fiscal year ended December 31, 2009, which were made available to the shareholders for consultation at the Company's headquarters and sent to the Brazilian Securities Commission (CVM) and to the São Paulo Stock Exchange (Bovespa) and were also published in accordance with the deadlines and applicable provisions of Law No. 6404/76 as amended, in the March 3, 2010 issue of the Official Gazette of the State of São Paulo and of Valor Econômico newspaper Approved, by majority, the proposal for capital budget, in the amount of R$1,858,045, (one billion eight hundred and fifty-eight million, forty-five thousand Brazilian reais, five hundred sixty-two reais and fifteen centavos, for the fiscal years 2010 and 2011 pursuant to article 196, paragraph two of Brazilian Corporate Law, and amendments, which was made available to shareholders for examination at Company headquarters, and remitted to the Brazilian Securities Commission - CVM and the São Paulo Stock Exchange, and one copy of which was certified by the presiding officer and filed away at Company headquarters Approved, by majority, the allocation of net income for the fiscal year ended on December 31, 2009, totaling R$623,827, (six hundred and twenty-three million, eigth hundred and twenty-seven thousand, one hundred and forty-six Brazilian reais), as follows: (a) Creation of a Legal Reserve equivalent to 5% of net income for the year, pursuant to Article 193 of Brazilian Corporate Law, as amended, in the amount of R$31,191, (thirty-one one million one hundred ninety-one thousand, three hundred and fifty-seven Brazilian reais and thirty centavos; (b) A dividend pay-out totaling R$296,317, (two hundred and ninety-six million, three hundred and seventeen thousand, eight hundred and ninety-four Brazilian reais, and thirty-five centavos), equal to 50% of net income, at R$ per common share, payable unadjusted to the holders of common Company shares on the base date of this General Shareholders' Meeting; and (c) Allocation of the remaining balance, in the amount of R$296,317, (two hundred and ninety-six million, three hundred and seventeen thousand, eight hundred and ninetyfour Brazilian reais, and thirty-five centavos) to the Reserve for Profit Retention caption,

3 for investments, in accordance with the capital budget approved pursuant to item 7.2, above The dividends that were the subject of item "b", above will be paid to shareholders within sixty (60) days after the date this Annual General Meeting was held They have established, based on a majority vote, that the total number of directors that will compose the Company's Board of Directors will be eight (8). They next approved, by majority, the re-election of the members of the Board of Directors for a one(1)-year term of office, i.e., they will hold the position until the date of the general meeting that will examine the accounts for the fiscal year ending December 31, 2010: CHAIRMAN OF THE BOARD OF DIRECTORS: Mr. António Luis Guerra Nunes Mexia, Portuguese, married, economist, holder of Passport No. G542748, resident and domiciled at Rua dos Cordoeiros, 24-1º , Lisbon - Portugal; VICE-CHAIRMAN OF THE BOARD OF DIRECTORS: Mr. António Manuel Barreto Pita de Abreu, Portuguese, married, engineer, holder of foreigner's identity card (RNE) No. V , enrolled as an individual federal taxpayer (CPF/MF) under No , resident and domiciled in São Paulo, capital of the state of São Paulo, with a business address at Rua Bandeira Paulista, nº. 530, 14º andar, Itaim Bibi, São Paulo/SP; DIRECTORS: Mr. Nuno Maria Pestana de Almeida Alves, Portuguese, married, engineer, holder of passport No. G754930, resident at Rua Mato dos Longos, 16, Quinta da Beloura, , Sintra - Portugal; Mrs. Ana Maria Machado Fernandes, Portuguese, married, lawyer, holder of passport No. G495481, resident and domiciled at Rua Poço dos Negros, 153-1st floor, Lisbon - Portugal; Mr. Francisco Roberto André Gros, Brazilian, divorced, economist, holder of Identity Card No IFP/RJ, enrolled as an individual federal taxpayer (CPF/MF) under No , resident and domiciled in the city of Rio de Janeiro, capital of the state of Rio de Janeiro, at Avenida Rui Barbosa, 348-4th floor, Flamengo district; Mr. Pedro Sampaio Malan, Brazilian, divorced, economist, holder of identity card (RG) No IFP-RJ, enrolled as an individual federal taxpayer (CPF/MF) under No , resident and domiciled in Rio de Janeiro, capital of the state of Rio de Janeiro, with a business address at Rua Eusébio Matoso, 891-4th floor - Pinheiros district, in São Paulo-SP; Mr. Francisco Carlos Coutinho Pitella, Brazilian, married, engineer, holder of identity card (RG) No IFP/RJ, enrolled as an individual federal taxpayer (CPF/MF) under No , resident and domiciled in Rio de Janeiro, capital of the state of Rio de Janeiro, with a business address at Praia do Flamengo, 66 - Bld B - suite 1509, Post Code , Flamengo District, Rio de Janeiro-RJ; and Mr. Modesto Souza Barros Carvalhosa, Brazilian, married, lawyer, holder of identity card (RG) No SSP/SP, enrolled as an individual federal taxpayer (CPF/MF) No , resident and domiciled in São Paulo, capital of the State of São Paulo, with a business address at Rua José Maria Lisboa, 1139, São Paulo-SP, the last four directors being considered as "independent board members" for the purposes and effects of the New Market Regulation of the São Paulo Stock Exchange (Bovespa).

4 7.4.1 The newly-elected board members, hereby and/or as declared, have been informed about their election and have accepted to be elected, and declare that they have never been charged with any crime that would prevent them from having business activities They have approved, by majority, the establishment of the amount of up to eight hundred and sixty thousand Brazilian reais (R$860,000.00) as the global compensation of the board members and its committees, and the amount of up to three million Brazilian reais (R$3,000,000.00) as the total compensation of the Executive Board for the period from April 2010 to March 2011, including said months, and the individual distribution of said compensation will be decided by the Board of Directors in accordance with article 14 of the Company's bylaws They have approved, by majority, that the newspapers in which the Company should publish its legal notices are: Diário Oficial do Estado de São Paulo (the Official Gazette of the State of São Paulo) and Brasil Econômico 8. CLOSING: The documents submitted to the Shareholders' Meeting, and the explanations of vote and abstentions presented were certified by the presiding officers and filed with the head offices. The floor was made available to anyone wishing to speak, but no one came forward and the work was closed and the meeting was suspended for the time required for drafting these minutes, and the attending shareholders unanimously approved drafting the minutes as a summary as allowed by article 130, paragraph 1, of Law No. 6404/76, and its publication without shareholders' signatures in accordance with paragraph 2 of article 130 of corporate law, printing in loose sheets. After the meeting was reopened the minutes were read and found to be faithful, and was approved and signed by the attending shareholders. President of the Meeting: Miguel Dias Amaro. Secretary: Maria Cristina Cescon Avedissian. Shareholders: ENERGIAS DE PORTUGAL INVESTMENTS AND SERVICES, SOCIEDADE LIMITADA, represented by Mrs. Maria Cristina Cescon Avedissian; EDP ENERGIAS DE PORTUGAL, S.A., represented by Mrs. Maria Cristina Cescon Avedissian; BALWERK CONSULTADORIA ECON. E PART., SOCIEDADE UNIPESSOAL, LDA., represented by Mrs. Maria Cristina Cescon Avedissian; MIGUEL DIAS AMARO; EMPRESA ELÉCTICA PILMAQUEN S.A., represented by Mr. Ramón Cifuentes Ovalle; GTD PARTICIPAÇÕES S.A., represented by the Officer Mrs. Marcela Brito Garcia; MODESTO SOUZA BARROS CARVALHOSA; AMADEU ZAMBONI NETO; ANDRÉA MAZZARO CARLOS DE VINCENTI; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; NORGES BANK; FRANKLIN TEMPLETON INVESTMENT FUNDS; FRANKLIN TEMPLETON CORPORATE CLASS LTD; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS; T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE LATIN AMERICA FUND;T.ROWE PRICE FUNDS SICAV; T.ROWE PRICE INTERNATIONAL GROWTH & INCOME FUND; MFS UTILITIES FUND; T.ROWE PRICE PERSONAL STRATEGY FUNDS, INC. ON BEHALF OF ITS SEPARATE SERIES T.ROWE PRICE - PERSONAL STRATEGY BALANCED FUND; T. ROWE PRICE PERSONAL STRATEGY FUNDS INC ON BEHALF OF ITS SEPARATE SERIES; T.ROWE PRICE -PERSONAL

5 STRATEGY GROWTH FUND;T.ROWE PRICE EQUITY SERIES INC ON BEHALF OF ITS SEPARATE SERIES T.ROWE PRICE PERSONAL STRATEGY BALANCED PORTFOLIO; COMMINGLED PENSION TRUST FUND (EMERGING MARKETS EQUITY) OF JP MORGAN CHASE BANK; T.ROWE PRICE BALANCED FUND, INC.; T.ROWE PRICE OVERSEAS STOCK FUND; T.ROWE PRICE INSTITUTIONAL CORE PLUS FUND; JPMORGAN EMERGING ECONOMIES FUND; BLACKROCK KOREA LATIN AMERICAN FUND-MASTER; JNL/M&G GLOBAL LEADERS FUND; AUSTRALIAN REWARD INVESTMENT ALLIANCE; RIVERSOURCE INTERNATIONAL SERIES, INC. - RIVERSOURCE DISCIPLINED INTERNATIONAL EQUITY FUND; ABU DHABI RETIREMENT PENSION AND BENEFITS FUND; ACADIAN EMERGING MARKETS EQUITY FUND; ADVANCED SERIES TRUST - AST ACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO; ADVANCED SERIES TRUST; AST T.ROWE PRICE ASSET ALLOCATION PORTFOLIO; ASCENSION HEALTH; ASCENSION HEALTH MASTER PENSION TRUST; AT&T UNION WELFARE BENEFIT TRUST; BALENTINE INTERNATIONAL EQUITY FUND SELECT; BGI EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD; BLACKROCK GLOBAL FUNDS; BLACKROCK LATIN AMERICA FUND, INC; BMO GLOBAL INFERASTRUCTURE FUND; C.I. EMERGING MARKETS FUND; CAISSE DE DEPOR ET PLACEMENT DU QUEBEC; CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND; CF MACQUARIE GLOBAL INFRASTRUCTURE SECURITIES FUND; CI EMERGING MARKETS CORPORATE CLASS; COLLEGE RETIREMENT EQUITIES FUND; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES' RETIREMENT SYSTEM; DELAWARE GROUP GLOBAL & INTERNATIONAL FUNDS - DELAWARE MACQUARIE GLOBAL INFRASTRUCTURE FUND; EATON VANCE STRUCTURED EMERGING MARKETS FUND; EATON VANCE TAX- MANAGED EMERGING MARKETS FUND; EMERGING MARKETS EQUITY POOL; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS INDEX NON-LENDABLE FUND B; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; ENVIRONMENT AGENCY ACTIVE PENSION FUND; FIDELITY CANADIAN GROWTH COMPANY FUND; FIDELITY CANADIAN LARGE CAP FUND; FIDELITY FIXED-INCOME TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FIRST AMERICAN INVESTMENT FUNDS, INC. INTERNATIONAL SELECT FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; GLOBAL CURRENTS INVESTMENT TRUST; IBM DIVERSIFIED GLOBAL EQUITY FUND; IBM SAVINGS PLAN; ING MFS UTILITIES PORTFOLIO; ING WISDOMTREE GLOBAL HIGH-YIELDING EQUITY INDEX PORTFOLIO; ISHARES MSCI BRAZIL (FREE) INDEX FUND; JOHN HANCOCK FUNDS II: INTERNATIONAL EQUITY INDEX FUND; JOHN HANCOCK TRUST BALANCED TRUST; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDX TRUST B; -JOHN HANCOCK TRUST UTILITIES TRUST; LAUDUS RESENBERG INTERNATIONAL DISCOVERY FUND; MACQUARIE GLOBAL INFRASTRUCTURE TOTAL RETURN FUND, INC; MANULIFE EMERGING MARKETS FUND; MICROSOFT GLOBAL FINANCE; MONETARY AUTHORITY OF SINGAPORE; MUNICIPAL EMPLOYEES' ANNUITY AND BENEFIT FUND OF CHICAGO; NATIONAL PENSION SERVICE; NOMURA INTERNATIONAL EQUITY UMBRELLA FUND- EMERGING EQUITY SERIES 2; NORTHERN TRUST NON-UCITS COMMON CONTRACTUAL

6 FUND; NORTHERN TRUST QUANTITATIVE FUND PLC; PENSIONSKASSERNES ADMINISTRATION A/S; ROBECO CAPITAL GROWTH FUNDS; SCHWAB EMERGING MARKETS EQUITY ETF; SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX FUND; SELECT INTERNATIONAL EQUITY MANAGED CORPORATE CLASS; SELECT INTERNATIONAL EQUITY MANAGED FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; STATE OF NEW MEXICO EDUCATIONAL RETIREMENT BOARD; STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST; STRATEGIC PARTNERS MUTUAL FUNDS, INC - JENNISON EQUITY INCOME FUND; THE MASTER TRUST BANK OF JAPAN, LTD. RE: MTBC ; THE ROYAL BANK OF SCOTLAND PLC AS DEP OF M&G GLOBAL EM MKTS FD A SUB FD OF M&G INVESTMENT FUNDS (7); THE ROYAL BANK OF SCOTLAND PLC AS DEPOSITARY OF LEGG MASON GLOBAL EQUITY INCOME FUND; TREASURY GROUP INVEST SERV LTD AS RESPONSIBLE ENTITY FOR THE TRILOGY EMERGING MARKETS EQUITIES FUND; UAW RETIREE MEDICAL BENEFITS TRUST; UPS GROUP TRUST; VANGUARD EMERGING MARKETS STOCK INDEX FUND -VANGUARD FTSE ALL-WORD EX-US INDEX FUND, A SERIES OF VANGUAR INTERNARIONAL EQUITY INDEX FUNDS; WELLINGTON MANAGEMENT PORTFOLIOS (DUBLIN) P.l.C.; WILMINGTON MULTI-MANAGER INTERNATIONAL FUND; SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS; ROBECO INSTITUCIONAL ASSET MANAGEMENT BV; OMERS ADMINISTRATION CORPORATION; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; FORTIS L FUND EQUITY LATIN AMERICA; AMUNDI FUNDS (New name of CAAM FUNDS);SPINDRIFT INVESTORS (BERMUDA) L.P.; SPINDRIFT PARTNERS, LPB; CREDIT AGRICOLE INDOSUEZ; UNIBANCO ENERGIA FIA, represented by the attorney-infact Mr. Daniel Alves Ferreira; ÓPERA VALOR FUNDO DE INVESTIMENTO EM AÇÕES, represented by the attorney-in-fact Mr. Miguel Dias Amaro. This is a true and accurate copy of the minutes which are part of the specific register. Maria Cristina Cescon Avedissian Secretary of the Board