CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO Corporate Taxpayer s ID (CNPJ-MF) / Corporate Registry ID (NIRE)

Transcription

1 CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO Corporate Taxpayer s ID (CNPJ-MF) / Corporate Registry ID (NIRE) ANNUAL AND EXTRAORDINARY GENERAL MEETINGS DATE AND TIME: On April 30, 2010, at 3:00 p.m. PLACE: At the Company s headquarters, Avenida Nossa Senhora do Sabará, 5312, in the City and State of São Paulo. CALL: Call Notice published on April 15, 16 and 17, 2010 in the Diário Oficial do Estado de São Paulo - Caderno Empresarial, and on April 15, 16 and 17, 2010 in the Folha de São Paulo newspaper, and on April 15, 16 and 19, 2010 in the Valor Econômico newspaper. ATTENDANCE: Shareholders representing more than two-thirds (2/3) of the voting capital stock, as per signatures included in the Shareholders Attendance Book and also, pursuant to paragraph 1, Article 134 of Law 6,404/76, Mr. Vilson Daniel Christofari, the Company s Chief Executive Officer, Mr. Ivo Antonio Fuchs, Accountant, as well as the representative of the Fiscal Council, Mr. Geraldo José Sertório Collet Silva, and Miss Carla Paniagua from Deloitte Touche Tohmatsu Auditores Independentes. PRESIDING BOARD: Chairman Carlos Pedro Jens. Secretary Paulo Enéas Pimentel Braga. ANNUAL GENERAL MEETING Agenda: a) Annual Management Report and Financial Statements for 2009, and the Reports of the Independent Auditors and the Fiscal Council; b) Proposal for net income allocation, including the proposal of recording an Unrealized Profits Reserve, in accordance with Article 197, Item II of Law 6,404/76, and the proposal for distribution of dividends to shareholders; c) Election of members to the Board of Directors due to vacancy, for the completion of the remaining mandate. d) Election of the sitting and alternate members of the Fiscal Council. CLARIFICATIONS: 1) The matter was duly discussed by the Council of Defense of Capitals of the State of São Paulo (Conselho de Defesa de Capitais do Estado de São Paulo-CODEC), by means of Opinion 056/2010 of April 28, 2010; 2) The minutes were drawn up in the summary format, pursuant to paragraph 1, Article 130 of Law 6,404/76. RESOLUTIONS: a) Annual Management Report and Financial Statements for 2009, and the Reports of the Independent Auditors and the Fiscal Council. The Chairman proposed the discussion of the matters in item a) included in the Agenda: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 056/2010, proposed the approval of item a) taking into account the favorable pronouncements of the Board of Directors and the Fiscal Council and the opinion issued by DELOITTE TOUCHE TOHMATSU Auditores Independentes, concluding that said financial statements fairly present, in all relevant aspects, the equity and financial position of CESP, as of December 31, The Chairman proposed voting on the proposal of the State Treasury, and the matter was approved by unanimous vote, b) Proposal for net income allocation, including the proposal for the recording of Unrealized Profit Reserve, in accordance with Article 197, Item II of Law 6,404/76, and the proposal of dividends distribution to shareholders. The Chairman of the Board proposed the discussion of item b) of the Agenda: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 056/2010, clarified that, in accordance with the documents presented, the company registered net income of R$ 762,713 thousand. Accordingly, taking into account the favorable pronouncements of the Board of Directors and Fiscal Council s members, as well as explanations/details in the Exhibit 9-1-II, of CVM Resolution 481/2009, the Attorney-in-fact proposed the approval of the net income allocation recorded in 2009, as follows:

2 2 Legal Reserve (5%) R$ 38,136 thousand Shareholders compensation (Dividends/Interest on Equity) R$ 144,618 thousand Unrealized Profits Reserve R$ 579,959 thousand TOTAL R$ 762,713 thousand The Chairman of the Board proposed the voting of the proposal of the State Treasury, which was approved by unanimous vote, c) Election of members to the Board of Directors due to vacancy, for the completion of the remaining mandate. The Chairman of the Board proposed the discussion of maters in item c) of the Agenda: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 056/2010, taking into account the suitable governmental authorization, proposed the election of Mr. PAULO RENATO COSTA SOUZA, Brazilian, legally separated, PhD in Economy, identification card (RG): , individual taxpayers ID (CPF/MF): , resident and domiciled at Rua Pedroso Alvarenga, 260 ap. 81- Itaim Bibi São Paulo/SP, as member of the Board of Directors, replacing Aloysio Nunes Ferreira Filho, which resigned from his position. Accordingly, still in this item, it was proposed the election of Mr. VILSON DANIEL CHRISTOFARI, Brazilian, married, electrical engineer, lawyer and business administrator, identification card (RG): and individual taxpayers ID (CPF/MF): , resident at Avenida Padre Pereira de Andrade, 545 BI-C ap. 51, Alto de Pinheiros São Paulo/SP, as member of the Board of Directors, replacing Guilherme Augusto Cirne de Toledo, in compliance with the first paragraph of article 9, of the Bylaws and in compliance with CODEC Opinion 009/2010. The Chairman of the Board proposed the voting of the São Paulo State of Treasury proposal, which was unanimously approved. The Board of Directors of CESP shall have the following composition, with united mandates until the Meeting that is designated to the approval of the 2010 s accounts, considering the provisions in the caput, of article 140, of Law 6,404/76: DILMA SELI PENA Chairman; PAULO RENATO COSTA SOUZA; FRANCISCO VIDAL LUNA; MAURO RICARDO MACHADO COSTA; CARLOS PEDRO JENS; NELSON VIEIRA BARREIRA; FERNANDO CARVALHO BRAGA; ANDREA SANDRO CALABI; GESNER JOSE DE OLIVEIRA FILHO; MARCOS ANTONIO DE ALBUQUERQUE; ANDRÉ LUIS DE LACERDA SOUSA; FERNANDO DE LIMA GRANATO; VILSON DANIEL CHRISTOFARI; ISABEL DA SILVA RAMOS KEMMELMEIER elected by minority shareholders; ANTONIO MARDEVÂNIO GONÇALVES DA ROCHA elected by employees. The board members then elected shall perform their positions under the terms of the Company s Bylaws and their compensation shall be set in accordance with the orientations of this Joint Committee, as the terms provided for in the CODEC Opinion 001/2007, since the conditions provided in the CODEC Opinion 116/2004 are fulfilled, being also entitled to the possible bonus, as provided for in the CODEC Opinion 150/2005 and pro rata temporis compensation mentioned in the CODEC Opinion 057/2003 and the article 4 of CODEC Resolution 01/91. The investiture in the position shall follow the requirements, impediments and procedures provided in the Brazilian Corporate Law and the other effective provisions. The Board members then elected shall perform their duties under the terms provided for in the Company s Bylaws and their compensation shall be set in accordance with the orientations of this Joint Committee, under the term provided for in the CODEC Opinion 001/2007, since the conditions provided in the CODEC Opinion 116/2004 are fulfilled, being also entitled to the possible bonus, as provided for in the CODEC Opinion 150/2005 and pro rata temporis compensation mentioned in the CODEC Opinion 057/2003 and the article 4 of CODEC Resolution 01/91. The investiture in the position shall follow the requirements, impediments and procedures provided in the Brazilian Corporate Law and the other effective provisions. Regarding the statement of assets, the applicable state regulations shall be complied. d) Election of sitting and alternate members of the Fiscal Council. The Chairman of the Board proposed the discussion of the

3 3 matters in item d) of the Agenda: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 056/2010, proposed the election of the following members to the Fiscal Council composition, sitting members: Geraldo José Sertório Collet Silva, José Rubens Gozzo Pereira, Pedro Pereira Benvenuto, alternate members: Joaldir Reynaldo Machado, Carlos Eduardo Esposel, Dirceu Rioji Yamazaki, Miss Antonia Lopes da Silva, the representative member of Santander Investimentos em Participações S.A., in compliance with the provisions in article 161 paragraph 4 and 240 of Law 6,404/76, as the Company s minority and preferred shareholder, appointed for sitting members: Amâncio Acursio Gouveia and Agnaldo Cesar Breves and for alternates: Fábio Ribeiro and Anna Paula Dorce Armonia. The Chairman of the Board proposed the voting of São Paulo State Treasury proposal, which was approved by unanimous vote, being the Fiscal Council composed by: Sitting Members: José Rubens Gozzo Pereira, Brazilian, married, economist, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Professor Picarollo, 103, ap. 7A, in the City and State of São Paulo; Pedro Pereira Benvenuto, Brazilian, widowed, electronic engineer, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Arthur de Azevedo, 166, ap. 131C, in the City and State of São Paulo; Geraldo José Sertório Collet Silva, Brazilian, widowed, holding a bachelor s degree in public administration, Identity Card (RG) SSP-SP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Bahia, 70, 6º andar, in the City and State of São Paulo, Amâncio Acursio Gouveia, Brazilian, married, accountant, Identity Card (RG) /IFP, Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Itapiuna, 1800, ap. 134, in the City and State of São Paulo; Agnaldo Cesar Breves, Brazilian, married, holding a bachelor s degree in accountancy, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Marcelo Tupinambá, 50, casa 40, Jardim Paraventi, in the city of Guarulhos, State of São Paulo; Alternate Members: Carlos Eduardo Esposel, Brazilian, divorced, mechanic engineer, Identity Card (RG): SSP-SP, Individual Taxpayer s ID (CPF/MF): , resident and domiciled at Av. Professora Ida Kolb, 225 Bloco 12 ap. 121 Casa Verde, in the City and State of São Paulo, Joaldir Reynaldo Machado, Brazilian, married, economist, Identity Card (RG-SSP/SP) , Individual Taxpayer s ID (CPF/MF): , resident and domiciled at Alameda Conselheiro Rodrigues Alves, 948 AP. 54 Vila Mariana São Paulo/SP, Dirceu Rioji Yamazaki, Brazilian, married, agronomist, RG nº , Individual Taxpayer s ID (CPF/MF): , resident and domiciled at Rua Padre Bento Ibanez, 194 Jardim Prudência - São Paulo/SP, Fábio Ribeiro; Brazilian, married, economist, Identity Card (RG): , Individual Taxpayer s ID (CPF/MF): , resident and domiciled at Rua Manuel de Almeida, 527 ap. 32 Vila Guilherme São Paulo/SP, Anna Paula Dorce Armonia, Brazilian, married, holding a degree in law, business administration and accountancy, Identity Card (RG) , Individual Taxpayer s ID (CPF/MF) , resident and domiciled at Rua Jesuíno Arruda, 755, ap. 11, in the City and State of São Paulo. The members of the Fiscal Council elected will have a term of office up to the next Annual General Meeting and, if a sitting member is not able to attend it, the respective alternate member shall be called for the meetings. The members of the Fiscal Council shall receive a monthly compensation corresponding to twenty percent (20%) of the monthly compensation of the Company s officers, subject to the attendance to at least one monthly meeting, also, entitled to a pro rata temporis, paid in December, under the terms provided for in the CODEC Resolution 001/91. The elected Board members shall perform their positions under the terms provided for in the Bylaws and the investiture on the position of member of the fiscal council shall follow the requirements, impediments and procedures provided in the Brazilian Corporate Law and other effective provisions. Regarding the statement of assets, the applicable state regulations shall be complied. EXTRAORDINARY

4 4 GENERAL MEETING Agenda 1) Amendment to the Bylaws for changing and adjusting articles 1, paragraph 2, (regarding the headquarters address); 4, sole paragraph (adjustment of article 38, about the quorum for the Bylaws amendment and wording adjustment); 9, paragraph five (wording correction); 10, paragraph one (representation of employees); 11 caput (wording adjustment), sole paragraph (wording adjustment); 15, item V (wording adjustment); 16 (adjustment to the management needs); 18 (inclusion of paragraph three for the adjustment to paragraph four of article 14); 19, item III, letter a (adjustment to the management s needs), 20, items I, II, III, (adjustment to the management s needs), 21, sole paragraph (adjustment to the management s needs ), 22, inclusion of a sole paragraph (duties of Fiscal Council); 28 (wording adjustment); Chapter VIII Title (wording adjustment); 30, paragraph one (wording adjustment), 31, item II (wording correction). RESOLUTIONS: The Chairman of the Board brought to discussion the item 1) of the Agenda: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on the CODEC Opinion 056/2010, taking into account the justifications presented by the Company, to approve the amendments in the provisions described in the agenda, which shall hereinafter read as follows: ARTICLE 1 - Paragraph 2 The company s headquarters is located in the Capital of the State of São Paulo; ARTICLE 4 Sole Paragraph Preferred are not entitled to voting rights, except as provided for in Article 38, but shall be entitled to: I - Class A preferred shares: a) priority in the redemption of capital, ex-premium in the event of dissolution of the company; b) non-cumulative annual priority dividend of ten percent (10%), calculated on the amount of the paid-up capital stock represented by class A preferred shares, to be apportioned among these shares; c) the right to appoint, jointly with the class B preferred shares, one member to the fiscal council and respective deputy member, selected among shareholders, in separate ballot; d) the right to participate in capital increases resulting from the capitalization of reserves and profits, in equal conditions with the common shares and class B preferred shares; and e) they cannot be redeemed; II - Class B preferred shares: a) the right to receive an amount per share corresponding to one hundred percent (100%) of the amount paid per share to the selling controlling shareholder in the event of sale of company control; b) the right to participate, in equal conditions with the common shares, in the mandatory dividend paid to these shares as provided for in these bylaws; c) right to appoint, jointly with the class A preferred shares, one member to the fiscal council and respective deputy member, selected in separate ballot; d) right to participate in capital increases resulting from the capitalization of reserves and profits, in equal conditions with common shares and class A preferred shares; e) they are not entitled to voting rights and shall not acquire this right even in the event of non-payment of dividends, and; f) they cannot be redeemed. ARTICLE 9 - Paragraph 5 - Whenever the compliance with the percentage referred to in Paragraph 3 of Article 9 herein leads to a fractionated number of board members, the number of members shall be: (i) rounded up to the next largest number, when the fraction is equal or higher than 0.5; or (ii) rounded it down to the next smallest number, when the fraction if lower than 0.5. ARTICLE 10 - Paragraph 1 The board member representing the employees shall be chosen by the vote of the employees, in a direct election, reelection allowed for non-successive periods. ARTICLE 11 - The investiture in the position of member of the Board of Directors is subject to the execution of the Instrument of Commitment before the State, by means of the Council of Defense of the Capitals of the State CODEC. Sole paragraph - The provisions in this article are not applicable to the board member representing the employees, neither to the one has been elected by minority shareholders nor to who, notwithstanding elected by the State, is considered independent pursuant to these bylaws or the specific legislation. ARTICLE 15 V to define the goals and priorities of public policies compatible with the company s operation area and its corporate purpose; ARTICLE 16 - The board of executive officers shall consist of five (5) members, with one chief executive officer, one financial and investor relations officer, one administrative officer, one engineering and construction officer, and one generation officer, with the duties established by the Internal Charter, all with a unified term

5 5 of office of two (2) years. Reelection is allowed. ARTICLE 18 Paragraph 3 Where urgency demands, the chief executive officer may convene extraordinary meetings at whatever prior notice, and the meetings may be held through conference call, videoconference or any other valid means allowing an absent officer to cast his vote. Any vote so cast shall be valid for all legal purposes, without prejudice to the drawing up and signature of the minutes. ARTICLE 19 III a) acts of resignation or in court or out of court transaction, to end disputes and pendency, determining limits of value for the delegation of the practice of such acts; ARTICLE 20 - It is incumbent upon the chief executive officer: I oversee all businesses of the Company; II. the responsibility for enforcing any policy approved by the Board of Directors; III. represent the company, as plaintiff or defendant, in court or out of it, and may be appointed to receive initial summonses and notifications, observing the provisions in Article 21 herein; IV to institutionally represent the company in its relations with public authorities, private entities and third parties in general; V to call and chair the meetings of the board of executive officers; VI to coordinate the activities of the board of executive officers; VII to issue acts and resolutions to consolidate the resolutions of the board of executive officers or resulting from them; VIII to coordinate the company s every-day management, including the implementation of the guidelines and the compliance with the resolutions made by the general meeting, by the board of directors and by the joint board of executive officers; IX coordinate the activities of the other officers. ARTICLE 21 - Sole paragraph The powers of attorney shall be granted with determined term, and shall specify the powers granted; only the powers of attorney for the jurisdiction in general shall have an undetermined term. ARTICLE 22 The Company shall have a permanent fiscal council, with the duties and attributions provided for by the law. Sole paragraph The Audit Committee shall, in addition to any other duties assigned by law thereto, issue an opinion on the proposal for the election or removal of independent auditors prior to be submitted to the Board of Directors, as well as monitor any audit work that may be performed. Compensation and Licenses ARTICLE 28 - The compensation of the members of the statutory bodies shall be determined by the general meeting and there shall be no accumulation of earnings or any advantages due to the substitutions occurring due to vacancy, absences or temporary impediments, pursuant to these bylaws. ARTICLE 30 - Paragraph 1 - The company shall disclose, as of fiscal year beginning on January 1, 2010, in English, the financial statements, management report and the notes thereto in full, prepared according to the Brazilian Corporate Law, along with the supplementary note stating the reconciliation of the year results and shareholders' equity ascertained according to the Brazilian generally accepted accounting principles and the IFRS international standard, emphasizing the main differences between the accounting practices adopted, and the report of independent auditors. ARTICLE 31 II from the balance an amount shall be allocated for the payment of the priority dividend for the class A preferred shares, as set forth in Article 4, subsection I, letter b. The Chairman brought the matters included in item 1) of the Agenda to discussion: The representative of shareholder São Paulo State Treasury, Attorney-in-fact Olavo José Justo Pezzotti, based on CODEC Opinion 056/2010, proposed the approval of item 1), The Chairman proposed the voting of the proposal of the São Paulo State Treasury, which was unanimously approved. CLOSURE OF THE MEETING AND SIGNATURE OF THE MINUTES: There being no further business to transact, the Chairman adjourned the Annual and Extraordinary General Meetings and authorized the drawing up of these minutes, which after being read and found in compliance, were signed by the presiding board and by the attending shareholders comprising the necessary majority to approve the resolutions made. Carlos Pedro Jens Chairman; Paulo Enéas Pimentel Braga Secretary; Olavo José Justo Pezzotti representing São Paulo State Treasury; Vilson Daniel Christofari Chief Executive Officer; Luiz Antonio Porto - representing Companhia do Metropolitano de São Paulo METRÔ; Geraldo José Sertório Collet Silva representing the Fiscal Council; Wilson Luiz Fascina representing DERSA Desenvolvimento Rodoviário S.A.; Antonia Lopes da Silva representing Santander Investimentos e Participações S.A.;

6 6 Maria Aparecida Pinto shareholder; Beatriz Aparecida Trindade Leite Miranda representing CITIBANK N. A, CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; BLACKROCK LATIN AMERICA FUND, INC; BATTERYMARCH GLOBAL EMERGING MARKET FUND; WEST VIRGINIA INVESTMENT MANAGEMENT BOARD; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES RETIREMENT SYSTEM; RUSSELL INVESTMENT COMPANY EMERGING MARKETS FUND; EATON VANCE TAX-MANAGED EMERGING MARKETS FUND; IBM SAVINGS PLAN; T MT TR B OF JPN LTD AS TR O MTBC ; THE MONETARY AUTHORITY OF SINGAPORE; THE MASTER T B OF JAPAN LTD RE MTBC ; KANSAS PUBLIC EMPLOYEES RETIREMENT SYSTEM; CITY OF FRESNO RETIREMENT SYSTEMS; MICROSOFT GLOBAL FINANCE; MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO; POLICEMEN S ANNUITY A B F C OF CHICAGO; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST B; JOHN HANCOCK TRUST INTERNATIONAL EQUITY INDEX TRUST A; PENSIONSKASSERNES ADMINISTRATION A/S; IBM DIVERSIFIED GLOBAL EQUITY FUND; AT&T UNION WELFARE BENEFIT TRUST; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; JOHN HANCOCK FUNDS II INTERNATIONAL EQUITY INDEX FUND; EMERGING MARKETS EQUITY TRUST 4; EATON VANCE STRUCTURED EMERGING MARKETS FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; VANGUARD EMERGING MARKETS STOCK INDEX FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY IN; SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CAPITAL INTERNATIONAL - INTERNATIONAL EQUITY; ILLINOIS STATE BOARD OF INVESTMENT; NORTHERN TRUST QUANTITATIVE FUND PLC; SSM HEALTH CARE PORTFOLIO MANAGEMENT COMPANY; SCHWAB FUNDAMENTAL EMERGING MARKETS INDEX FUND; COLLEGE RETIREMENT EQUITIES FUND; SONOMA COUNTY EMPLOYEES RETIREMENT ASSOCIATION; LINCOLN VARIABLE INSURANCE PRODUCTS TRUST - LVIP SSGA EMERGING MARKETS 100 FUND; STATE OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY IN; NATIONAL PENSION SERVICE; RARE SERIES EMERGING MARKETS FUND; FORTIS L FUND EQUITY BRAZIL; FORTIS L FUND EQUITY LATIN AMERICA; UNIVERSITY OF WASHINGTON; THE FUTURE FUND BOARD OF GUARDIANS; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; ISHARES MSCI BRIC INDEX FUND; ISHARES MSCI BRAZIL (FREE) INDEX FUND; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND B; EMERGING MARKETS STRATEGIC INSIGHTS NON-LENDABLE FUND; BGI EMERGING MARKETS STRATEGIC INSIGHTS FUND LTD; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; SONOMA COUNTY EMPLOYEES RETIREMENT ASSOCIATION; FIDELITY FIXED- INCOME TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; SCHWAB EMERGING MARKETS EQUITY ETF; ISHARES MSCI EMERGING MARKETS INDEX FUND; NORTHERN TRUST NON-UCITS COMMON CONTRACTUAL FUND; LEGG MASON GLOBAL FUNDS PLC; BLACKROCK GLOBAL FUNDS; WILMINGTON MULTI- MANAGER INTERNATIONAL FUND; UAW RETIREE MEDICAL BENEFITS TRUST; EMERGING MARKETS INDEX NON-LENDABLE FUND B; CATHAY UNITED BANK, IN ITS CAPACITY AS MASTER CUSTODIAN OF PCA BRAZIL FUND; COX ENTERPRISES INC MASTER TRUST; EMERGING GLOBAL SHARES INDXX BRAZIL INFRASTRUCTURE INDEX FUND São Paulo, April 30, 2010

7 7 Carlos Pedro Jens Chairman Paulo Enéas Pimentel Braga Secretary