MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON FEBRUARY 14, 2014

Transcription

1 MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING FEBRUARY 14, 2014 COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA MG PUBLICLY-HELD COMPANY Company Registry (NIRE): Corporate Taxpayer s ID (CNPJ): / MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON FEBRUARY 14, Date, Time and Venue: February 14, 2014, at 3:00 p.m., at the Company s headquarters, located at Rua Mar de Espanha 525, Santo Antônio, CEP , in the city of Belo Horizonte, state of Minas Gerais. 2. Attendance: Shareholders representing sixty-two point zero one percent (62.01%) of the voting capital stock, as per the signatures in the Shareholders Attendance Book. The meeting was also attended by Ricardo Augusto Simões Campo, CHAIRMAN, Vespasiano Álvaro de Souza, Head of the Chief Executive Office, and José Veloso Medrado, the Company's legal representative, as an invitee. 3. Call Notice: Call Notice was published, in compliance with Article 124 of Federal Law 6,404/1976, in the Official Gazette of the State of Minas Gerais on January 30 and 31, 2014 and on February 1, 2014; in the Estado de Minas newspaper on January 30 and 31, 2014 and on February 1, 2014; and in the Valor Econômico newspaper, on January 30 and 31, 2014 and on February 1, 2 and 3, Presiding Board: in compliance with sole paragraph of Article 10 of the Company s Bylaws, Ricardo Augusto Simões Campos presided over the meeting, inviting Vespasiano Álvaro de Souza to act as secretary. 5. Agenda: (i) contracting of a long-term loan; (ii) contracting of a financing line from Caixa Econômica Federal, under the Growth Acceleration Program - PAC 2 - IN 02 Fourth Selection; (iii) proposal of change in the Company s profit reserve related to the fiscal year ended December 31, Resolutions: after discussing the matters on the Agenda, the attending shareholders voted and decided: (i) to approve, by unanimous vote, in compliance with item p of Article 22 of the Company s Bylaws, the contracting of a long-term loan, through the issue of unsecured, simple debentures not convertible into shares, in two series, for public distribution, under the following conditions for cost of debt: a) 1 st series: index: CDI rate; interest rate: % of CDI + spread; volume: one hundred million reais (R$100,000,000.00); term: 5 years; amortization: bullet loan (the amount of the principal is paid upon maturity of the Debentures); interest: quarterly; and b) 2nd series: index: IPCA; interest rate: % of IPCA + spread; volume: one hundred and fifty million reais (R$150,000,000.00); term: 7 years; grace period: 3 years; amortization: half-yearly; interest: halfyearly. End: the proceeds will be used to fund the Investment Program in the 2014/2015 period, as well as to stretch of the debt profile of COPASA MG; (ii) to approve, by unanimous vote, in compliance with item p of Article 22 of the Company s Bylaws, the contracting of a financing line from Caixa Econômica Federal, under the Growth Acceleration Program - PAC 2 - IN 02 Fourth Selection, in the amount of one hundred sixty-eight million, four hundred one thousand, two hundred and fifty reais (R$168,401,250.00), earmarked for the expansion of the water supply system of city of Nova Serrana, in the amount of twenty-five million, eight hundred and thirty thousand reais (R$25,830,000.00), and for the expansion of the sewage systems of the cities: Coronel Fabriciano, in the amount of seventy-four million, four hundred twenty-seven thousand, seven hundred and fifty reais (R$74,427,750.00); Brumadinho, in the amount of twenty-two million, eight hundred and ninety-five thousand reais (R$22,895,000.00); and Ubá, in the amount of forty-five million, two hundred forty-eight thousand and five hundred reais (R$45,248,500.00), under the following conditions: COPASA MG s consideration: ten million, three hundred seventy-three thousand, seven hundred and fifty reais (R$10,373,750.00);

2 financial cost: Interest rate: six percent (6%) per year + management fee: limited to two percent (2%) per year + spread: limited to one percent (1%) per year; index: Referential Interest Rate (TR); amortization period: two hundred and forty (240) months; grace period: twenty-eight (28) to forty (40) months; guarantees: monthly assignment and earmarking of receivables and reserve account; (iii) to approve, by unanimous vote, the proposal of change in the Company s profit reserve related to the fiscal year ended December 31, 2012, with an increase of sixteen million, nine hundred twelve thousand, four hundred twenty-three reais and six centavos (R$16,912,423.06). 7. Closure: there being no further business to discuss, the meeting was adjourned for the time necessary to draw up these minutes, which were read, verified and signed by all, with approval given for publication in summary format and omitting the signature of shareholders, pursuant to Article 130 of Federal Law 6,404/1976. Belo Horizonte, February 14, Chairman: Ricardo Augusto Simões Campos; Secretary: Vespasiano Álvaro de Souza, and the following shareholders: Minas Gerais State, represented by State Attorney Paula Souza Carmo de Miranda; Alexandre Pedercini Issa; Letícia Pedercini Issa; and George Washington Tenório Marcelino, representing by proxy the remaining shareholders: Abu Dhabi Retirement Pensions And Benefits Fund; Acadian Emerging Markets Equity Fund; Acadian Emerging Markets Equity II Fund, Llc; Advanced Series Trust - Ast Parametric Emerging Markets Equity Portfolio; Advisors Inner Circle Fund - Acadian Emerging Markets Portfolio; Agf Investments Inc; Alaska Permanent Fund; Ascension Health Master Pension Trust; At&T Union Welfare Benefit Trust; Axa World Funds; Bell Atlantic Master Trust; Bellsouth Corporation Rfa Veba Trust; Best Investment Corporation; Blackrock Ecosolutions Investment Trust; California Public Employees Retirement System; Cf Dv Emerging Markets Stock Index Fund; Chimco Alpha Fund, Llc; College Retirement Equities Fund; Commonwealth Of Pennsylvania Public School Employees Retirement System; Commonwealth Of Pennsylvania State Employees Retirement System; Connecticut General Life Insurance Company; County Employees Annuity And Benefit Fund Of The Cook County; Cummins Inc. And Affiliates Collective Investment Trust; Db X -Trackers Msci Brazil Hedged Equity Fund; Duke Power Co Employee Retirement Plan; Eaton Vance Corporation; Eaton Vance Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed Emerging Markets Fund; Eaton Vance Trust Co Common Trust Fund - Parametric Structured Emerging Markets Equity Common Trust; Emerging Markets Equity Trust 4; Emerging Markets Plus Series Of Blackrock Quantitative Partners, L.P.; Employees Retirement System Of The State Of Hawaii; Ensign Peak Advisors, Inc; Evangelical Lutheran Church In America Board Of Pensions; Exelon Corporation Pension Master Retirement Trust; Fgp Developing Markets Pooled Fund; Fgp Private Developing Markets Pooled Fund; Fidelity Salem Street Trust: Fidelity Series Global Ex U.S. Index Fund; Fidelity Salem Street Trust: Spartan Global Ex U.S. Index Fund; Fiduciary Trust International Of The South As Trustee Of Templeton Int Smaller Companies Fund; Firefighters Retirement System; First Trust Emerging Markets Small Cap Alphadex Fund; Flexshares Stoxx Global Broad Infrastructure Index Fund; Florida State Board Of Administration; Franciscan Alliance, Inc; Franklin Templeton Investment Funds; Gard Common Contractual Fund; Global High Income Equity Fund; Gmam Group Pension Trust II; Gmo Funds Plc; Gmo Implementation Fund, A Series Of Gmo Trust; Gmo Mean Reversion Fund(Onshore), A Series Of Gmo Master Portfolios(Onshore), L.P.; Gmo Real Return Asset Allocation Fund, L.P.; Gmo Trust On Behalf Of Gmo Emerging Markets Fund, A Series Of Gmo Trust; Government Pension Fund; Hp Invest Common Contractual Fund; Invesco Emerging Markets Equity Fund; Invesco Global Core Equity Fund; Invesco International Core Equity Fund; Ishares II Public Limited Company; Ishares III Public Limited Company; Ishares Public Limited Company; Jnl/Franklin Templeton International Small Cap Growth Fund; Jnl/Mellon Capital Emerging

3 Markets Index Fund; John Hancock Funds II International Small Cap Fund; Lucent Technologies Inc. Master Pension Trust; Lvip Blackrock Emerging Markets Index Rpm Fund; Market Vectors Brazil Small-Cap Etf; Market Vectors Latin America Small-Cap Inedx Etf; Mellon Bank N.A Employee Benefit Collective Investment Fund Plan; Missouri Education Pension Trust; National Council For Social Security Fund; National Pensions Reserve Fund Commission; National Westminster Bank Plc As D Of Premier Global Power & Water F A Sub F Premier Growth F Icvc; Nav Canada Pension Plan; New York State Teachers Retirement System; Nomura Multi Managers Fund V - Global Infrastructure Equity Premium; Norges Bank; Northern Trust Investment Funds Plc; Nuveen Global Infrastructure Fund; Nuveen Global Investors Fund, Plc - Nuveen Global Infrastructure Fund; Nuveen International Select Fund; Nzam Em8 Equity Passive Fund; Pg&E Corporation Retirement Master Trust; Pictet - Emerging Markets Index; Pictet Water; Pictet Funds S.A Re: Pi(Ch)-Emerging Markets Tracker; Public Employees Retirement System Of Ohio; Pyramis Global Ex U.S. Index Fund Lp; Raytheon Company Master Trust; Robeco Portfolio Trust - Sam Sustainable Water Portfolio; Russell Emerging Markets Equity Pool; Russell Institutional Funds, Llc- Russell Global Listed Infrastructure Fund; Stanlib Funds Limited; State Of Connecticut Retirement Plans And Trust Funds; State Of Winsconsin Investment Board Master Trust; Stichting Depositary Apg Emerging Markets Equity Pool; Stichting F&C Wereldwijd Enhanced Aandelenfonds; Stichting Philips Pensioenfonds; Strathclyde Pension Fund; Teacher Retirement System Of Texas; Teachers Retirement System Of Louisiana; Teachers Retirement System Of The State Of Illinois; Templeton Foreign Smaller Companies Fund; Templeton Global Smaller Companies Fund; Templeton Global Smaller Companies Fund (US); Templeton Institutional Funds - Foreign Smaller Companies Series; The Government Of The Province Of Alberta; The Illinois Municipal Employees Retirement Fund; The Master Trust Bank Of Japan, Ltd. As Trustee For Mtbj ; The Master Trust Bank Of Japan, Ltd. As Trustee For Mtbj ; The Monetary Authority Of Singapore; The Nomura Trust And Banking Co., Ltd. Re: Int. Emerging Stock Index Msci Emerging No Hedge Mother; The Pension Reserves Investment Management Board; The Seventh Swedish National Pension Fund - Ap 7 Equity Fund; The State Teachers Retirement System Of Ohio; Tiaa-Cref Funds - Tiaa-Cref Emerging Markets Equity Index Fund; Tma Umbrella Fund - Global Equity Portfolio; Tma Umbrella Fund - Tma Acwi Ex - Japan Portfolio; Treasurer Of The State Of North Carolina Equity Investment Fund Pooled Trust; United Technologies Corporation Master Retirement Trust; Vanguard Ftse All-World Ex-Us Small-Cap Index Fund, A Series Of Vanguard International Equity Index; Vanguard Investment Series, Plc; Vanguard Total International Stock Index Fund, A Series Of Vanguard Star Funds; Vanguard Total World Stock Index Fund, A Series Of Vanguard International Equity Index Funds; Virginia Retirement System; Wells Fargo Advantage Diversified International Fund; Wells Fargo Advantage International Value Portfolio; Whitbread Pension Trustees Limited; Wisdomtree Global Ex-Us Utilities Fund; and Wsib Investments Public Equities Pooled Fund Trust. This is a free translation of the original minutes drawn up in the Company s records. Ricardo Augusto Simões Campos Chairman Vespasiano Álvaro de Souza Secretary

4 Attending Shareholders Shares Votes Estado de Minas Gerais Ricardo Augusto Simões Campos 4 4 Vespasiano Álvaro de Souza Alexandre Pedercini Issa Letícia Pedercini Issa Abu Dhabi Retirement Pensions And Benefits Fund Acadian Emerging Markets Equity Fund Acadian Emerging Markets Equity II Fund, Llc Advanced Series Trust - Ast Parametric Emerging Markets Equity Portfolio Advisors Inner Circle Fund - Acadian Emerging Markets Portfolio Agf Investments Inc Alaska Permanent Fund Ascension Health Master Pension Trust At&T Union Welfare Benefit Trust Axa World Funds Bell Atlantic Master Trust Bellsouth Corporation Rfa Veba Trust Best Investment Corporation Blackrock Ecosolutions Investment Trust California Public Employees Retirement System Cf Dv Emerging Markets Stock Index Fund Chimco Alpha Fund, Llc College Retirement Equities Fund Commonwealth Of Pennsylvania Public School Employees Retirement System Commonwealth Of Pennsylvania State Employees Retirement System Connecticut General Life Insurance Company County Employees Annuity And Benefit Fund Of The Cook County Cummins Inc. And Affiliates Collective Investment Trust Db X -Trackers Msci Brazil Hedged Equity Fund Duke Power Co Employee Retirement Plan Eaton Vance Corporation Eaton Vance Parametric Structured Emerging Markets Fund Eaton Vance Parametric Tax-Managed Emerging Markets Fund Eaton Vance Trust Co Common Trust Fund - Parametric Structured Emerging Markets Equity Common Trust Emerging Markets Equity Trust Emerging Markets Plus Series Of Blackrock Quantitative Partners, L.P Employees Retirement System Of The State Of Hawaii Ensign Peak Advisors, Inc Evangelical Lutheran Church In America Board Of Pensions Exelon Corporation Pension Master Retirement Trust Fgp Developing Markets Pooled Fund Fgp Private Developing Markets Pooled Fund Fidelity Salem Street Trust: Fidelity Series Global Ex U.S. Index Fund Fidelity Salem Street Trust: Spartan Global Ex U.S. Index Fund Fiduciary Trust International Of The South As Trustee Of Templeton Int Smaller Companies Fund Firefighters Retirement System First Trust Emerging Markets Small Cap Alphadex Fund

5 Attending Shareholders Shares Votes Flexshares Stoxx Global Broad Infrastructure Index Fund Florida State Board Of Administration Franciscan Alliance, Inc Franklin Templeton Investment Funds Gard Common Contractual Fund Global High Income Equity Fund Gmam Group Pension Trust Ii Gmo Funds Plc Gmo Implementation Fund, A Series Of Gmo Trust Gmo Mean Reversion Fund(Onshore), A Series Of Gmo Master Portfolios(Onshore), L.P Gmo Real Return Asset Allocation Fund, L.P Gmo Trust On Behalf Of Gmo Emerging Markets Fund, A Series Of Gmo Trust Government Pension Fund Hp Invest Common Contractual Fund Invesco Emerging Markets Equity Fund Invesco Global Core Equity Fund Invesco International Core Equity Fund Ishares II Public Limited Company Ishares III Public Limited Company Ishares Public Limited Company Jnl/Franklin Templeton International Small Cap Growth Fund Jnl/Mellon Capital Emerging Markets Index Fund John Hancock Funds II International Small Cap Fund Lucent Technologies Inc. Master Pension Trust Lvip Blackrock Emerging Markets Index Rpm Fund Market Vectors Brazil Small-Cap Etf Market Vectors Latin America Small-Cap Inedx Etf Mellon Bank N.A Employee Benefit Collective Investment Fund Plan Missouri Education Pension Trust National Council For Social Security Fund National Pensions Reserve Fund Commission National Westminster Bank Plc As D Of Premier Global Power & Water F A Sub F Premier Growth F Icvc Nav Canada Pension Plan New York State Teachers Retirement System Nomura Multi Managers Fund V - Global Infrastructure Equity Premium Norges Bank Northern Trust Investment Funds Plc Nuveen Global Infrastructure Fund Nuveen Global Investors Fund, Plc - Nuveen Global Infrastructure Fund Nuveen International Select Fund Nzam Em8 Equity Passive Fund Pg&E Corporation Retirement Master Trust Pictet - Emerging Markets Index Pictet Water Pictet Funds S.A Re: Pi(Ch)-Emerging Markets Tracker Public Employees Retirement System Of Ohio Pyramis Global Ex U.S. Index Fund Lp

6 Attending Shareholders Shares Votes Raytheon Company Master Trust Robeco Portfolio Trust - Sam Sustainable Water Portfolio Russell Emerging Markets Equity Pool Russell Institutional Funds, Llc- Russell Global Listed Infrastructure Fund Stanlib Funds Limited State Of Connecticut Retirement Plans And Trust Funds State Of Winsconsin Investment Board Master Trust Stichting Depositary Apg Emerging Markets Equity Pool Stichting F&C Wereldwijd Enhanced Aandelenfonds Stichting Philips Pensioenfonds Strathclyde Pension Fund Teacher Retirement System Of Texas Teachers Retirement System Of Louisiana Teachers Retirement System Of The State Of Illinois Templeton Foreign Smaller Companies Fund Templeton Global Smaller Companies Fund Templeton Global Smaller Companies Fund (US) Templeton Institutional Funds - Foreign Smaller Companies Series The Government Of The Province Of Alberta The Illinois Municipal Employees Retirement Fund The Master Trust Bank Of Japan, Ltd. As Trustee For Mtbj The Master Trust Bank Of Japan, Ltd. As Trustee For Mtbj The Monetary Authority Of Singapore The Nomura Trust And Banking Co., Ltd. Re: Int. Emerging Stock Index Msci Emerging No Hedge Mother The Pension Reserves Investment Management Board The Seventh Swedish National Pension Fund - Ap 7 Equity Fund The State Teachers Retirement System Of Ohio Tiaa-Cref Funds - Tiaa-Cref Emerging Markets Equity Index Fund Tma Umbrella Fund - Global Equity Portfolio Tma Umbrella Fund - Tma Acwi Ex - Japan Portfolio Treasurer Of The State Of North Carolina Equity Investment Fund Pooled Trust United Technologies Corporation Master Retirement Trust Vanguard Ftse All-World Ex-Us Small-Cap Index Fund, A Series Of Vanguard International Equity Index Vanguard Investment Series, Plc Vanguard Total International Stock Index Fund, A Series Of Vanguard Star Funds Vanguard Total World Stock Index Fund, A Series Of Vanguard International Equity Index Funds Virginia Retirement System Wells Fargo Advantage Diversified International Fund Wells Fargo Advantage International Value Portfolio Whitbread Pension Trustees Limited Wisdomtree Global Ex-Us Utilities Fund Wsib Investments Public Equities Pooled Fund Trust TOTAL Belo Horizonte, February 14, This is a free translation of the original minutes drawn up in the Company s records. Ricardo Augusto Simões Campos Chairman Vespasiano Álvaro de Souza Secretary