TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. NIRE EIN

Transcription

1 TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. NIRE EIN / Publicly-held company MINUTES OF BOARD OF DIRECTORS' MEETING HELD ON JANUARY 31, 2018 DATE, TIME AND PLACE: The meeting was held on January 31, 2018 at 10:00 a.m., at the headquarters of Transmissora Aliança de Energia Elétrica S.A. ( TAESA or Company ), at Praça XV de Novembro, nº 20, salas 601 e 602, Centro, Rio de Janeiro- RJ. ATTENDANCE AND CALL NOTICE: Following the formalities for convening, the meeting was attended by the appointed Board Members José Afonso Bicalho Beltrão da Silva, Luiz Felipe da Silva Veloso, Lucas Loureiro Ticle, Paulo de Moura Ramos, Onofre Perez Filho, Bernardo Vargas Gibsone, Hermes Jorge Chipp, Fernando Bunker Gentil, Jorge Raimundo Nahas, Celso Maia de Barros and alternate Board Members César Augusto Ramírez Rojas, João Paulo Dionísio Campos, Virgínia Kirchmeyer Vieira, Luiz Antonio Vicentini Jorente, Gustavo Carlos Marin Garat, Fernando Augusto Rojas Pinto, Stênio Petrovich Pereira and Robert Patrick Panero. The meeting was also attended by the Company's Directors, Messrs. Raul Lycurgo Leite, Marco Antônio Resende Faria, Marcus Pereira Aucélio and José Aloise Ragone Filho, and Ms. Bárbara da Cunha Xavier, representing the Corporate Governance area ofthe Company. TABLE: The Board Member José Alfonso Bicalho Beltrão da Silva presided over the meeting as Chairman, and invited me, Ms. Bárbara da Cunha Xavier, to serve as Secretary. Once the meeting was installed, all members were present and the meeting was properly installed, the Board Members unanimously approved the drawing up of these minutes in a summary format. MEETING AGENDA: (1) Declaration of vote at the Special Shareholders Meetings of Mariana Transmissora de Energia S.A. that decided on Company s capital increase due to the amendment in Bylaws, as well as realization by the Company of the corresponding capital contributions; (2) Declaration of vote at the Meeting of the Board of Directors of the Empresa de Transmissão do Alto Uruguai S.A. ( ETAU ) that will decide on the execution of a third addendum to the service agreement between the Company and ETAU; (3) Renewal of the lease agreement of the Company's headquarters in Rio de Janeiro; (4) Declaration of vote at the Meeting of the Board of Directors of the Empresa Serrana de Transmissão S.A. ( ETSE ) that will decide on the execution of the agreement for the rendering of predictive monitoring services with the company Cemig Geração e Transmissão S.A.; (5) Declaration of vote at the Meetings of

2 the Board of Directors of the companies of the TBE Group that will decide on the goals of the 2018 Profit Sharing ("PLR") for employees and managers, and at the General Meetings of associated companies that will decide on the PLR goals for their directors; (6) Declaration of vote at the Special Shareholders Meeting of Brasnorte Transmissora de Energia S.A. ("Brasnorte ) for the election of the board member to be part of Board of Directors; (7) Declaration of vote at the Special Shareholders Meetings of the Companies Transudeste de Transmissão ( Transudeste ), Transleste de Transmissão ( Transleste ) and Transirapé de Transmissão ( Transirapé ) that will decide on the election of members for the Board of Directors composition; (8) Declaration of vote in Special Shareholders Meeting of Interligação Elétrica Aimorés S.A. ( Aimorés ), Interligação Elétrica Paraguaçu S.A. ( Paraguaçu ), ERB1 Elétricas Reunidas do Brasil S.A. ( ERB1 ) which will decide on the election of members which will be part of the respective Boards of Directors; (9) Declaration of vote at the Special Shareholders Meetings of the Companies São Gotardo Transmissora de Energia S.A. ( São Gotardo ), Mariana Transmissora de Energia S.A. ( Mariana ), Miracema Transmissora de Energia Elétrica S.A. ( Miracema ) and Janaúba Transmissora de Energia Elétrica S.A ( Janaúba ) that will decide on the election of the director for the respective Executive Board composition; (10) Declaration of vote at the Meetings of the Board of Directors of the Empresa Catarinense de Transmissão de Energia ( ECTE ), Empresa Regional de Transmissão S.A. ( ERTE ), Empresa do Norte de Transmissão de Energia S.A. ( ENTE ) and Empresa Santos Dummont de Energia Elétrica S.A. ( ESDE ) that will decide on the election of members of the Executive Board for a new term of office; (11) Information: Post-mortem analysis of Auction 002/17; and (12) Information: Status of Mariana project. RESOLUTIONS TAKEN: Members of the Board of Directors entitled to vote resolved, have approved, unanimously: (1) Declare a favorable vote at the Extraordinary General Meetings of Mariana Transmissora de Energia S.A ( Mariana ) that decided on capital increases in the sum of up to R$ 62,000, (sixty-two million reais). The Executive Board is authorized to contribute up to R$ 62,000, (sixty-two million reais) in the company Mariana in accordance with the proposal presented. It should be noted that after the contribution authorized on this date, Mariana's capital stock will be in the sum of up to R$ 122,000, (one hundred twenty-two million reais); (2) Authorize the execution by the Company and the Empresa de Transmissão do Alto Uruguai S.A. ( ETAU ) of the third amendment to the service agreement ("back-office agreement") entered into between TAESA and ETAU on February 24, January 2013, in order to extend the duration of said agreement by ten (10) years, that is, until January 24, 2023, after approval by the National Electric Energy Agency (ANEEL), in addition

3 to directing the favorable vote of Board members appointed vy the Company at the Meeting of the Board of Directors of ETAU to decide on the execution of said addendum; (3) Approve the proposal to renew the lease agreement of TAESA's headquarters, extending the contractual term to 2028 and reducing the value of the square meter of the rent (from R$140 per square meter to R$110 per square meter), generating annual savings of R$ 504, (five hundred and four thousand, seven hundred and eight reais) during three (3) years, in accordance with the proposal presented, except for the annual correction index, which will in any case be the IGP-M and, if this index is negative, no readjustment will apply; (4) Direct the favorable vote of the Board members of the Empresa Serrana de Transmissão de Energia S.A. ( ETSE ), appointed by TAESA, at the ETSE Board Meeting that will decide on the execution of the agreement for the rendering of predictive monitoring services with the company Cemig Generation and Transmission S.A. - CEMIG GT, according to the conditions set out in the supporting material, which will be filed at the Company's headquarters. Also authorize the Executive Board of ETSE to negotiate and execute the respective contractual instrument; (5) Withdraw from the agenda the item on 2018 Profit Sharing (PLR) goals for the employees and managers of the companies of the TBE Group. The proposal will be analyzed after TAESA has defined its own long-term remuneration model, which may be suitable for the subsidiaries and associated companies of the Group, including the companies of the TBE Group; (6) Declare a favorable vote at the Special Shareholders Meetings of Brasnorte Transmissora de Energia S.A. ( Brasnorte ) that will decide on the election of Mr. Túlio Neiva Rizzo for the Board of Directors of Brasnorte, in replacement of Mr. Valter Roma Júnior, with a term of office until the 2018 Annual General Meeting; (7) Declare a favorable vote at the Special Shareholders Meetings of the Companies Transudeste de Transmissão ( Transudeste ), Transirapé de Transmissão ( Transirapé ) and Transleste de Transmissão ( Transleste ), the latter with a term of office from December 2017, that will decide on the election of Mr. José Aloise Ragone Filho, Brazilian, married, electrical engineer, bearer of ID card M issued by SSP/MG and SSN , with business address at Praça XV de Novembro, nº 20, 6 andar, Centro, Rio de Janeiro, RJ, CEP , as a full member of the Board of Directors of the respective companies to serve the remaining term of office, in accordance with the proposal presented to the members of the Board of Directors;

4 (8) Declare a favorable vote at the Special Shareholders Meetings of Interligação Elétrica Aimorés S.A. ( Aimorés ), Interligação Elétrica Paraguaçu S.A. ( Paraguaçu ) and ERB1 Elétricas Reunidas do Brasil S.A. ( ERB1 ) that will decide on the election of Mr. José Aloise Ragone Filho, Brazilian, married, electrical engineer, bearer of ID card M issued by SSP/MG and SSN , with business address at Praça XV de Novembro, nº 20, 6 andar, Centro, Rio de Janeiro, RJ, CEP , in replacement of Mr. Marco Antônio Resende Faria, Brazilian, married, electrical engineer, bearer of ID card M , issued by SSP/MG and SSN , CREA/MG /0, with business address at Praça XV de Novembro nº 20, 6 andar, Centro, Rio de Janeiro, RJ, CEP , who tendered a letter resigning from the position of Board director of said companies. Mr. José Aloise Ragone Filho will be elected as a full member of the Board of Directors of the respective companies to serve the remaining term of office, scheduled to be end when the 2019 Annual General Meeting will be held, in accordance with the proposal presented to the members of the Board of Directors; (9) Declare a favorable vote at the Special Shareholders Meetings of São Gotardo Transmissora de Energia S.A. ( São Gotardo ), Mariana Transmissora de Energia S.A. ( Mariana ), Miracema Transmissora de Energia Elétrica S.A. ( Miracema ) and Janaúba Transmissora de Energia Elétrica S.A ( Janaúba ) that will decide on the election of Mr. Raul Lycurgo Leite, Brazilian, married, lawyer, domiciled at Praça XV de Novembro, n 20, salas 601 e 602, Centro - RJ, bearer of ID card , issued by SSP/DF, SSN as Director of the respective companies for the Executive Board composition; (10) Declare a favorable vote at the Meetings of the Boards of Directors of Empresa Catarinense de Transmissão de Energia ( ECTE ) for the election of Mr. Marcelo Tosto de Oliveira Carvalho for the position of Chief Financial Officer, Mr. Paulo Augusto Nepomuceno Garcia for the position of Technical Commercial Director and Mr. Luiz Antonio Ramos for the position of Director of Planning and Regulation; and at the Meetings of the Boards of Directors of Empresa Regional de Transmissão S.A. ( ERTE ), Empresa do Norte de Transmissão de Energia S.A. ( ENTE ) and Empresa Santos Dummont de Energia Elétrica S.A. ( ESDE ) for the election of Mr. Marcelo Tosto de Oliveira Carvalho for the position of Chief Financial Officer and Mr. Paulo Augusto Nepomuceno Garcia for the position of Technical Commercial Director, all of them will serve a new term of office, according to the respective bylaws; (11) Note: The Company's New Business Advisor made a brief presentation, on an informative basis, on the post-mortem analysis of Auction 002/17;

5 (12) Note: The topic was presented on an informative basis by the Management Area of Projects Under Construction, to report to the Board members on the current stage of implementation of the Project; and (13) The Chairman of the Board of Directors, Mr. José Afonso Bicalho Beltrão da Silva, as well as the other members, expressed their appreciation for all the contribution made by Mr. Andrés Baracaldo Sarmiento during the time he acted as alternate member of the Board of Directors of the Company, considering his request to resign from said position presented on December 18, CLOSING: There being no further issues to be discussed, the meeting of the Board of Directors was adjourned, and these minutes were drawn up, read and found to be in conformity, and approved and signed by all members of the Board of Directors which voted in such meeting. Bárbara da Cunha Xavier Secretary José Afonso Bicalho Beltrão da Silva Chairman of the Board and Regular Member Luiz Felipe da Silva Veloso Lucas Loureiro Ticle _ Paulo de Moura Ramos Onofre Perez Filho _ Hermes Jorge Chipp Jorge Raimundo Nahas _ Celso Maia de Barros Fernando Bunker Gentil _ Bernardo Vargas Gibsone (This page comprises the minutes of the Meeting of the Board of Directors of Transmissora Aliança de Energia Elétrica S.A. held on January 31, 2018).