PROPOSAL
BY THE BOARD OF DIRECTORS
TO THE
EXTRAORDINARY GENERAL MEETING OF STOCKHOLDERS
TO BE HELD ON
OCTOBER 19, 2020
Dear Stockholders:
The Board of Directors of Companhia Energética de Minas Gerais - Cemig submits the following proposals to the Extraordinary General Meeting of Stockholders:
- - Approval and authorization of signature of the Protocol of Absorption and Justification, with Cemig Geração Distribuída S.A . - Cemig GD, to specify the terms and conditions that will govern the absorption of Cemig GD by Cemig;
- authorization for absorption of Cemig GD by Cemig; and subsequently, extinction of the absorbed company; and
- ratification of the appointment of the following three expert analysts:
Andréa de Lourdes Pereira | - Brazilian, married, accountant, holder of Identity Card M- |
4.591.486, CPF 646.074.296-00, and CRC/MG 67.602; | |
Leonardo Felipe Mesquita | - Brazilian, married, accountant, holder of Identity Card |
7.113.448, CPF 027.614.426- 01, and CRC/MG 85.260; and | |
Mário Lúcio Braga | - Brazilian, married, accountant, holder of Identity Card MG- |
3.632.149, CPF 469.088.896- 53, and CRC/MG 47.822, |
to provide a valuation, under and for the purposes of Article 8 of Law 6404/1976, of the Stockholders' equity of Cemig GD; and approval of the Valuation Opinion valuing the stockholders' equity of Cemig GD, carried out in accordance with Law 6404/1976.
- Election of one member of the Audit Board of the Company, since Mr. Marco Aurélio de Barcelos Silva, who had been nominated by the majority stockholder and elected at the Annual General Meeting held on July 31, 2020, has not been sworn in within the legally- required period.
As can be seen, the objective of these proposals is to meet the legitimate interests of the stockholders and of the Company, and for this reason it is the hope of the Board of Directors that it will be approved.
Belo Horizonte, September 18, 2020
Márcio Luiz Simões Utsch
Chair of the Board of Directors
APPENDICES:
- Protocol of Absorption and Justification of Absorption
-
Approval of the Valuation Opinion valuing the Stockholders' Equity of Cemig Geração
Distribuída S.A - Cemig GD
- Opinion of the Audit Board
Av. Barbacena 1200 | Santo Agostinho 30190-131 Belo Horizonte, MG | Brazil | Tel.: +55 31 3506-5024 Fax +55 31 3506-5025 |
Page 2 of 2
This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
PRIVATE INSTRUMENT OF PROTOCOL AND
JUSTIFICATION OF ABSORPTION OF
CEMIG GERAÇÃO DISTRIBUÍDA S.A.
BY COMPANHIA ENERGÉTICA DE MINAS GERAIS
Agreed between
CEMIG GERAÇÃO DISTRIBUÍDA S.A.
as Acquiror
and
COMPANHIA ENERGÉTICA DE MINAS GERAIS
as Acquiree
BELO HORIZONTE, SEPTEMBER 18,
20
Av. Barbacena 1200 | Santo Agostinho 30190-131 Belo Horizonte, MG | Brazil | Tel.: +55 31 3506-5024 Fax +55 31 3506-5025 |
Page 1 of 1 This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF ABSORPTION
OF CEMIG GERAÇÃO DISTRIBUÍDA S.A. BY COMPANHIA ENERGÉTICA DE
MINAS GERAIS - CEMIG
By this private instrument and for the full purposes of law,
- COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG, with head office at Avenida Barbacena 1200, CEP 30190-131 Belo Horizonte, Minas Gerais Brazil, registered in the CNPJ/MF Under Nº 17.155.730/000164, herein represented in accordance with its Articles of Association ('Cemig' or 'the Acquiror'), and
- CEMIG GERAÇÃO DISTRIBUÍDA S.A. - Cemig GD, with head office at Avenida Barbacena Suite 1200, Basement 1, 30190-131 Belo Horizonte, Minas Gerais Brazil, registered in the CNPJ/MF under No. 04.036.939/0001-67-27, herein represented in accordance with its Articles of Association ('Cemig GD' or 'the Acquiree')
(jointly, 'the Companies')
hereby agree, under the terms of Articles 224, 225, 226 and 227 of Law 6404 of December 15, 1976, as amended ('the Brazilian Corporate Law') to enter into this
Private Instrument of Protocol and Justification of Absorption of Cemig Geração
Distribuída S.A. by Companhia Energética de Minas Gerais,
which, subject to the terms and conditions herein, will be submitted to consideration by the respective Extraordinary General Meetings of Stockholders of the Acquiror and Acquiree ('the Protocol and Justification').
The objective of this Instrument of Protocol and Justification is to state the justifications, terms, clauses and conditions governing absorption of Cemig GD by Cemig, such that Cemig GT will cease to exist, and Cemig, continuing to exist, will be successor of the Acquiree for all purposes, and in all the goods, rights, claims, abilities, powers, immunities, actions, exceptions, duties, debts, obligations, subjections, encumbrances, and responsibilities of the Acquiree, in accordance with the terms of Article 227 of the Brazilian Corporate Law ('The Absorption' or 'the Transaction').
Av. Barbacena 1200 | Santo Agostinho 30190-131 Belo Horizonte, MG | Brazil | Tel.: +55 31 3506-5024 Fax +55 31 3506-5025 |
Page 1 of 1 This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.
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CEMIG - Companhia Energética de Minas Gerais published this content on 19 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 October 2020 01:24:04 UTC