MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING HELD ON AUGUST 20, 2004.

Transcrição

1 COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG Taxpayer Registration No / MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING HELD ON AUGUST 20, On the twentieth day of the month of August, 2004, at 10:30 a.m., at the head offices situated at Av. Barbacena, th floor, in Belo Horizonte, State of Minas Gerais, shareholders of Companhia Energética de Minas Gerais-CEMIG met at first call for an Extraordinary General Shareholders Meeting; said shareholders representing over two-thirds of the capital stock with voting rights, as verified in the Shareholders Attendance Book, in which all signed and made the required declarations; the shareholder State of Minas Gerais was represented by the State Attorney of Minas Gerais, Marco Antônio Rebelo Romanelli, in accordance with Complementary Law no. 30, dated , altered by Complementary Law no. 75, dated Initially, Mrs. Anamaria Pugedo Frade Barros, Manager of CEMIG s General Secretariat, informed that the quorum for the Extraordinary General Shareholders Meeting to be held had been reached. She also informed that it was for the shareholders present to choose the President of the Meeting, in accordance with the provisions of article 10 of the Company s By-Laws. Requesting the right to speak, the representative of shareholder State of Minas Gerais nominated shareholder Manoel Bernardino Soares to preside over the meeting. The proposal made by the representative of shareholder State of Minas Gerais was put to a vote and unanimously approved. Next, the President declared the Shareholders Meeting open and invited me, Anamaria Pugedo Frade Barros, to act as the secretary of the proceedings, asking me to read the public announcement, published in the newspapers Minas Gerais, the Official Organ of the State Powers, O Tempo, and Gazeta Mercantil, on August 4, 5, and 6 of the current year, whose content is as follows: COMPANHIA ENERGÉTICA DE MINAS GERAIS CEMIG LISTED COMPANY Taxpayer Identification No / CALL FOR EXTRAORDINARY GENERAL SHAREHOLDERS MEETING The shareholders are called to meet in an Extraordinary General Shareholders Meeting, to be held on August 20th, 2004, at 10:30 AM, at the head offices, at Avenida Barbacena, 1200, 18th floor, in this city of Belo Horizonte, State of Minas Gerais, so as to decide on the dismissal of the Board of Directors and, consequently, the election of permanent and substitute members of the mentioned Board by multiple vote, as requested by shareholder the State of Minas Gerais. As provided in article 3 of CVM Instruction no. 165, of December 11, 1991, the minimum percentage for a request for the adoption of a multiple vote for the election of the Members of the Company s Board of Directors is 5% (five percent) of the voting capital. The shareholder who wishes to represent himself/herself at the aforementioned General Shareholders Meeting shall fulfill the demands of article 126 of Law 6404/76 and subsequent alterations, and of sole paragraph of article 9 of the Company s By-Laws, by presenting, by , the proofs of shares ownership as issued by the depositary financial institution, and the power of attorney, with special powers, at the General Secretariat Management of CEMIG, at Av. Barbacena, th floor, wing B1, in Belo Horizonte-MG, or by showing them during that meeting. Belo Horizonte, August, 2nd aa.) Wilson Nélio Brumer-Chairman, Djalma Bastos de Morais-Vice-President, Aécio Ferreira da Cunha-Member, Alexandre

2 Heringer Lisboa-Member, Andréa Paula Fernandes-Member, Antônio Adriano Silva- Member, Antônio Luiz Barros de Salles-Member, Carlos Augusto Leite Brandão-Member, Firmino Ferreira Sampaio Neto-Member, Francelino Pereira dos Santos-Member, José Augusto Pimentel Pessoa-Member, Maria Estela Kubitschek Lopes-Member, Nilo Barroso Neto-Member, Oderval Esteves Duarte Filho-Member. Before the item in the agenda of the present meeting was put to discussion and vote, the representative of shareholder Southern Electric Brasil Participações Ltda. declared, to be recorded in the minutes, that the by-laws alterations made by the EGM, as well as all subsequent by-law alterations, were approved only because of the suspension of the Shareholders' Agreement, by a Court decision, being, therefore, temporary and provisional. Thus, it was emphasized that the acts and operations effected or approved by the management bodies, as supported by the by-laws alterations made under the protection of the judicial decision now in force, may at any time be revised and removed from the legal world. About this topic, the representative of shareholder State of Minas Gerais reminded that the decision to void the Shareholders Agreement between the State of Minas Gerais and Southern Electric Brasil Participações Ltda. is no longer of a temporary or provisional nature. It is a decision on the merit and, therefore, it is not a suspension, but a cancellation. He added that a decision on the merit that voids the Shareholders Agreement has already been confirmed by the State of Minas Gerais Court of Law. He explained the decisions of this Shareholders Meeting can only take into consideration what actually exists, declaring it foolhardy not to vote the agenda items so as to wait for the Court decisions, because, in truth, the aforementioned Shareholders Agreement, by force of a judicial declaration, cannot produce any effect and the decisions are being made in observation of the judicial provision. In closing, he pointed out the special and extraordinary recourses petitioned by Southern were not accepted by the Minas Gerais Court of Law Vice-President, being that, more recently, the Supreme Court denied provision of instrument and regimental grievances presented by Southern, reinforcing the legal situation already declared by the MG Court of Law, that is, the inefficacy of the lawsuit object, the Shareholders Agreement. Continuing the meeting, the representative of shareholder State of Minas Gerais communicated the dismissal of Member of the Board Fernando Henrique Schuffner Neto. Thus, the President informed that, considering the mandate of the present Members of the Board has begun by means of Multiple Vote, it was this Meeting s duty to elect all permanent and substitute members of the Board of Directors to fulfill the 3 (three) year mandate that started on April 30, 2003, that is, until the General Shareholders Meeting to be held in However, considering article 12 of the By-Laws, it was required to perform first the election of the permanent member and the corresponding substitute, nominated by representatives of the shareholders of preferential shares so that, then, the multiple vote could be used to fulfill the remaining vacancies in the Board of Directors. Requesting the right to speak, as the holder of preferential shares, the shareholders represented by Mr. Bruno Alexandre Licarião Rocha nominated the following shareholders to make up the Board of Directors: Permanent member: Firmino Ferreira Sampaio Neto Brazilian, married, economist, resident of Salvador-BA, at Av. Princesa Leopoldina, 288/2201, Bairro Graça, CEP , identity card no , issued by the Public Security Secretary of the State of Bahia, and taxpayer identification no ; and for his substitute, Arnaldo José Vollet Brazilian, married, mathematician, resident of Rio de Janeiro-RJ, at Rua Pereira da Silva, 492/801 Bloco A, Bairro Laranjeiras, CEP , identity card no.

3 , issued by Félix Pacheco Institute of Rio de Janeiro, and taxpayer identification no Next, the representative of shareholder Retirement Fund of the Employees of Banco do Brasil-PREVI requested the right to speak and nominated, also as the holder of preferential shares, to make up the Board of Directors, these shareholders: Permanent member: José Ricardo Sasseron - Brazilian, separated, bank employee, resident of São Paulo-SP, at Rua Capitão Fonseca Rosa, 105/83, Bairro Jardim Santo Antônio, CEP , identity card no , issued by the Public Security Secretary of the State of São Paulo, and taxpayer identification no ; and for his substitute Luiz Roberto Alarcão - Brazilian, married, bank employee, resident of Curitiba-PR, at Av. República Argentina, 183/301, Bairro Água Verde, CEP , identity card no , issued by the Public Security Secretary of the State of Paraná, and taxpayer identification no Next, the President submitted these to discussion and, next, to vote - separately, taking part only the holders of preferential shares the nominations made by the shareholders represented by Mr. Bruno Alexandre Licarião Rocha and by the representative of shareholder Retirement Fund of the Employees of Banco do Brasil-PREVI, being then approved by the majority of votes the nominations of the shareholders represented by Mr. Bruno Alexandre Licarião Rocha. Next, the President informed the election of the Board of Directors member would require 4,389,945,087 votes, and explained that, to complete the Board of Directors, the representative of shareholder Southern Electric Brasil Participações Ltda. should indicate 5 permanent members and their corresponding substitutes, and the representative of shareholder State of Minas Gerais, 8 permanent members and their corresponding substitutes. Requesting the right to speak, the representative of shareholder Southern Electric Brasil Participações Ltda. nominated the following shareholders as members of the Board of Directors: Permanent members: Carlos Augusto Leite Brandão - Brazilian, married, engineer, resident of Belo Horizonte-MG, at Rua Oliveira, 341/601, Bairro Cruzeiro, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Oderval Esteves Duarte Filho Brazilian, married, economist, resident of Belo Horizonte MG, at Rua Tomás Gonzaga, 321/1700, Bairro Lourdes, CEP , identity card no. MG , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Andréa Paula Fernandes Brazilian, single, business administrator, resident of São Paulo-SP, at Alameda dos Arapanés, 725/143A, Bairro Moema, CEP , identity card no X, issued by the Public Security Secretary of the State of São Paulo, and taxpayer identification no ; Antonio Luiz Barros de Salles Brazilian, married, lawyer, resident of Barueri-SP, at Alameda Beija Flor, 463, Morada dos Pássaros, CEP , identity card no , issued by the Public Security Secretary of the State of São Paulo, and taxpayer identification no ; and, José Augusto Pimentel Pessôa Brazilian, married, engineer, resident of Belo Horizonte-MG, at Rua Padre Francisco Arantes, 380, Bairro Vila Paris, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; and, their corresponding substitute members: Fernando Teixeira Mendes Filho - Brazilian, single, lawyer, resident of São Paulo-SP, at Rua Mário Ferraz, 135/151, Bairro Jardim Europa, CEP , identity card no , issued by the Public Security Secretary of the State of São Paulo, and taxpayer identification no ; Estácio Gonzaga de Sá, Brazilian, divorced,

4 entrepreneur, resident of São Paulo-SP, at Rua Oscar Freire, 1201/22, Bairro Cerqueira César, CEP , identity card no , issued by the Public Security Secretary of the State of Bahia, and taxpayer identification no ; Andréa Leandro Silva Brazilian, single, lawyer, resident of São Paulo-SP, at Rua Ibiaporá, 139, Bairro Saúde, CEP , identity card no , issued by the Public Security Secretary of the State of São Paulo, and taxpayer identification no ; Carlos Suplicy de Figueiredo Forbes Brazilian, married, lawyer, resident of São Paulo SP, at Rua Itacema, 292/60, Bairro Itaim Bibi, CEP , identity card no , issued by the Brazilian Bar Association São Paulo Chapter, and taxpayer identification no ; and, André Luís Garbuglio Brazilian, single, lawyer, resident of São Paulo SP, at Rua Antônio de Macedo Soares, 1212/51-B, Bairro Campo Belo, CEP , identity card no , issued by the Brazilian Bar Association São Paulo SP Chapter, and taxpayer identification no Requesting the right to speak, the representative of shareholder the State of Minas Gerais nominated to complete the Board of Directors the following shareholders: Permanent members: Wilson Nélio Brumer Brazilian, married, administrator, resident of Nova Lima-MG, at Alameda da Serra, 1214/1000, Bairro Vale do Sereno, CEP , identity card no. MG , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Djalma Bastos de Morais Brazilian, married, engineer, resident of Belo Horizonte-MG, at Av. Bandeirantes, 665/401, Bairro Serra, CEP , identity card no , issued by the Army Ministry, and taxpayer identification no ; Francelino Pereira dos Santos - Brazilian, married, lawyer, resident of Belo Horizonte-MG, at Rua Professor Antônio Aleixo, 222/902, Bairro Lourdes, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Antônio Adriano Silva Brazilian, married, administrator, resident of Belo Horizonte-MG, at Rua Ceará, 1883/801, Bairro Funcionários, CEP , identity card no. MG , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Nilo Barroso Neto - Brazilian, married, adviser and diplomat, resident of Belo Horizonte-MG, at Rua Rio de Janeiro, 2323/11th floor, Bairro Lourdes, CEP , identity card no. 8141, issued by the Foreign Affairs Ministry, and taxpayer identification no ; Maria Estela Kubitschek Lopes Brazilian, married, architect, resident of Rio de Janeiro-RJ, at Rua Alberto de Campos, 237/101, Bairro Ipanema, CEP , identity card no D, issued by CREA-RJ, and taxpayer identification no ; Alexandre Heringer Lisboa Brazilian, married, engineer, resident of Belo Horizonte-MG, at Rua Dr. Lucídio Avelar, 100/602, Bairro Estoril, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; and, Aécio Ferreira da Cunha Brazilian, married, lawyer, resident of Belo Horizonte-MG, at Rua Professor Antônio Aleixo, 82/501, Bairro Lourdes, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; and, the corresponding substitute Members: Fernando Lage de Melo Brazilian, married, engineer, resident of Belo Horizonte-MG, at Praça das Constelações, 79/301, Bairro Santa Lúcia, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Luiz Antônio Athayde Vasconcelos Brazilian, married,

5 economist, resident of Belo Horizonte-MG, at Rua Rio de Janeiro, 2251/601, Bairro Lourdes, CEP , identity card no. M-4355, issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Marco Antônio Rodrigues da Cunha - Brazilian, married, engineer, resident of Belo Horizonte-MG, at Rua Miguel Abras, 33/501, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Francisco Sales Dias Horta Brazilian, separated, industrialist, resident of Belo Horizonte-MG, at Rua Manoel Couto, 388, Bairro Cidade Jardim, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Guilherme Horta Gonçalves Júnior Brazilian, married, economist, resident of Belo Horizonte-MG, at Rua Engenheiro Walter Kurrle, 51/902, Bairro Belvedere, CEP , identity card no , issued by the Public Security Secretary of the Federal District, and taxpayer identification no ; Luiz Henrique de Castro Carvalho Brazilian, married, engineer, resident of Brumadinho-MG, at Rua Pitangueiras, 261, Bairro Condomínio Retiro das Pedras, CEP , identity card no. MG , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; Franklin Moreira Gonçalves Brazilian, married, data processing technician, resident of Belo Horizonte-MG, at Rua Soldado Ronaldo de Seixas, 30/202, Bairro Jardim Europa, CEP , identity card no. MG , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no ; and, Eduardo Lery Vieira Brazilian, married, engineer, resident of Belo Horizonte-MG, at Rua Chile, 233/01, Bairro Sion, CEP , identity card no. M , issued by the Public Security Secretary of the State of Minas Gerais, and taxpayer identification no The nominations made by the representative of shareholder Southern Electric Brasil Participações Ltda. and the representative of shareholder State of Minas Gerais were approved, being that the representative of shareholder Southern Electric Brasil Participações Ltda. voted for the members he nominated, and the representative of shareholder State of Minas Gerais voted for the members he nominated. The nominated Board Members declared in advance that they do not incur in any kind of prohibition to carry out sales activities and that they do not work at a society that shall be considered as a competitor of the Company, not having nor representing a conflict of interests with those of CEMIG. The floor being opened to all who wished to speak, the representative of shareholder Cemig Employees Investment Club-CLIC expressed gratitude to shareholder State of Minas Gerais for the nomination of the Club s representative to the Company s Board of Directors, emphasizing that this participation is already taking place over the last few years. The floor remaining open and as no-one else wished to speak, the Chairman ordered the session to be suspended for the time necessary for the minutes to be written. When the session was resumed, the Chairman, after placing said minutes under discussion and submitting it to a vote, and after verifying that same had been approved and signed, closed the meeting.. For the records, I, Anamaria Pugedo Frade Barros, Secretary, wrote and now sign said minutes, together with all present.