TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A.
NIRE 33.3.0027843-5
CNPJ [EIN] 07.859.971/0001-30
Publicly-Held Company
MINUTES OF ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON MAY 11, 2022
DATE, TIME AND PLACE: The meeting was held on May 11, 2022, at 03:00 p.m. by videoconferencing.
ATTENDANCE AND CALL NOTICE: The meeting was duly convened, with the attendance
of all the Board Members of the Company, Messrs.: Reynaldo Passanezi Filho, José Reinaldo Magalhães, Reinaldo Le Grazie, Jaime Leôncio Singer, Maurício Dall'Agnese, Jaime Caballero Uribe, César Augusto Ramírez Rojas, Daniel Isaza Bonnet, Fernando Bunker Gentil (by delegation), Rodrigo de Mesquita Pereira, André Fernandes Berenguer, Celso Maia de Barros and Hermes Jorge Chipp. The meeting was also attended (invited by the Board) by the Chief Executive Officer and Legal and Regulatory Officer, Mr. André Augusto Telles Moreira, the Chief Technical, Mr. Marco Antônio Resende Faria, the CFO and Investor Relations Officer, Sr. Erik da Costa Breyer, Chief Business and Ownership Interest Management Officer, Mr. Fabio Antunes Fernandes, the Chief Implementation Officer, Mr. Luis Alessandro Alves, and the manager from the Company's Corporate Governance area, Ms. Bárbara da Cunha Xavier.
CHAIRMAN AND SECRETARY: Mr. Reynaldo Passanezi Filho presided over the meeting as Chairman, and invited me, 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) Election of the Chairman of the Board of Directors, pursuant to the Company's Shareholders' Agreement; (2) Election of the members of Strategy, Governance and Human Resources Committees, Finance Committee, Audit Committee and Implementation and New Business Committee in accordance with the Internal Regulation of the Board of Directors; (3) Distribution of the overall compensation determined by the Annual General Meeting among the members of Company's Board of Directors and Executive Board; (4) Quarterly information report for the Company's 1st quarter of 2022 (1Q22); (5) Proposal for contracting an external audit firm by Interligação Elétrica Ivaí SA ("Ivaí") and the respective required voting guidance; (6) Proposal for the
execution of a contract between the companies Empresa Amazonense de Transmissão de Energia SA ("EATE") and Hitachi-ABB for the modernization of the supervision, control and protection system of the transmission lines and the respective required voting guidance; (7) Proposal for the execution of the 6th amendment to the contract signed between the companies Interligação Elétrica Paraguaçu SA ("Paraguaçu") and Planova Planejamento e Construções SA ("Planova"), and the respective required voting guidance; (8) Proposal for the acquisition of an area for the purpose of meeting the environmental conditions contained in the environmental installation licenses related to the environmental replacement and reallocation of legal reserves resulting from the implementation of the transmission lines of the company Ivaí and the respective required voting guidance; (9) Information: Progress of Company's projects under construction; and (10) Information: Update - Ipanema Project; and (11) Outside the agenda: Update on the 12th issue of debentures.
RESOLUTIONS TAKEN: At the start of the meeting, Mr. Reynaldo Passanezi Filho, Chairman of the Board of Directors, together with the other Company's Board Members and Officers, at the end of the tenure, recorded the recognition and appreciation for the contributions and rich interactions of Mr. Luis Augusto Barcelos Barbosa during the period in which he served on this Board of Directors, and welcomed the elected Board Members.
When the Board Members were asked about having any conflict of interest with the topics on the agenda, they unanimously denied. Then, members of the Board of Directors unanimously resolved to:
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Reelect the Board Member Mr. Reynaldo Passanezi Filho, Brazilian, divorced, economist, bearer of identity card (RG) No. 13282438-3, issued by SSP/SP, enrolled with SSN (CPF) under No. 056.264.178-50, domiciled at Av. Barbacena, 1.200, 18º andar, Bairro Santo Agostinho, Belo Horizonte - MG, CEP 30190-131, to hold the position of
Chairman of the Company's Board of Directors. The President hereby elected shall remain in office for the duration of his current term of office on the Company's Board of Directors, with expiration scheduled for the date of the Annual General Meeting to be held in 2023. - Approve the composition of the Advisory Committees of the Board of Directors, as follows: (i) Strategy, Governance and Human Resources Committees, (ii) Finance Committee, (iii) Audit Committee, and (iv) Implementation and New Business Committee, electing the following named Officers, under the terms of the Board of
Directors' Internal Regulations:
Strategy, Governance and Human | Finance Committee | ||||
Resources Committee | |||||
Jaime Leôncio Singer | Reinaldo Le Grazie | ||||
Rodrigo de Mesquita Pereira | José Reinaldo Magalhães | ||||
Maurício Dall'Agnese | Leonardo George de Magalhães | ||||
Carlos Humberto Delgado | Carolina Botero Londoño | ||||
César Augusto Ramírez Rojas | Jaime Caballero Uribe | ||||
Celso Maia de Barros | Celso Maia de Barros | ||||
Audit Committee | Implementation and New Business | |||
Committee | ||||
José Reinaldo Magalhães | Reinaldo Le Grazie | |||
Rodrigo de Mesquita Pereira | André Fernandes Berenguer | |||
Douglas Heleno Penaforte | Maurício Dall'Agnese | |||
Daniel Isaza Bonnet | Daniel Isaza Bonnet | |||
Carlos Ignacio Mesa | César Augusto Ramírez Rojas | |||
Hermes Jorge Chipp | Celso Maia de Barro | |||
The term of office of the members of the Committees extends until the Annual General Meeting of the Company to be held in 2023, and any member may be replaced at any time. The remuneration of the non-advisory members of the Advisory Committees of the Board of Directors will be equivalent to 1/3 of the remuneration of the Company's Board of Directors, paid on a monthly basis. To declare that, in accordance with the internal policy currently in force of the shareholder CEMIG, which regulates the remuneration of its employees, those appointed by it to form the Advisory Committees of the Board of Directors waive the receipt of said remuneration.
- Approve the segregation of the global management compensation approved at the Annual Shareholders' Meeting held on April 28, 2022, in the total amount of R$ 16,014,415.00, as follows: the amount of R$ 12,906,895.00 to the Statutory Executive Board, as well as the total amount of R$ 3,107,520.00 to the Board of Directors. The support material will be filed at the Company's headquarters.
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As decided by the Company's Executive Board at a meeting held on April 26, 2022 and the recommendation of the Finance Committee at a meeting held on May 4, 2022, with the presence of the members of the Independent Auditors Deloitte Touche Tohmatsu Auditores Independentes Ltda., Messrs. Marcelo Salvador and Evandro Soares, and the members of the Audit Committee, Messrs. Manuel Domingues e Pinho, Murici dos
Santos and Custódio Mattos, approve the Company's quarterly information report for the period ended March 31, 2022, recording the abstention of vote of the Board Member Rodrigo de Mesquita Pereira, without any correction as to the content or amounts presented, but only due to the fact that he recently took office and did not have enough time to follow up on the results presented and did not follow the Company's activities in the first quarter. The support material will be filed at the Company's headquarters. - Pursuant to the resolution of the Company's Executive Board at a meeting held on
April 12, 2022 and the recommendation of the Audit Committee at a meeting held on April 29, 2022, guide the favorable vote of the meeting of the Board of Directors of Ivaí that resolves on engaging Deloitte Touche Tohmatsu Auditores Independentes Ltda. as the external audit firm of the company Ivaí for the year 2022, under the terms and amounts contained in the support material filed at the Company's headquarters. - Pursuant to the resolution of the Company's Executive Board at a meeting held on
April 20, 2022 and the recommendation of the Implementation and New Business Committee at a meeting held on April 29, 2022, guide the favorable vote at the meeting of the Board of Directors of EATE to resolve on the approval of the contracting of the company Hitachi-ABB for the supply of equipment and services for the modernization of the supervision, control and protection system of the 500 kV transmission lines Tucuruí - Marabá C3, Marabá - Açailândia C1, Açailândia - Imperatriz and Açailândia - P. Dutra, under the terms and amounts defined in the support material filed at the Company's headquarters. - Pursuant to the resolution of the Company's Executive Board at a meeting held on
May 3, 2022 and the recommendation of the Implementation and New Business Committee at a meeting held on May 6, 2022, guide the favorable vote at the meeting of the Board of Directors of Paraguaçu to resolve on the signing of the 6th amendment to contract No. 77/2021 to be signed with Planova, under the terms and amounts contained in the support material filed at the Company's headquarters. - The matter was removed from the agenda and will be considered at the next extraordinary meeting of the Board of Directors scheduled to take place on May 13 (Friday).
- For information purposes, the support material on the progress of the Company's projects under construction was made available, as filed at the Company's headquarters.
- For information purposes, the update of the Ipanema Project was presented, according to the support material filed at the Company's headquarters.
- As an extra item, an update on the 12th issue of the Company's debentures was presented to the members of the Board of Directors, also for information purposes.
CLOSING: There being no further issues to be discussed, the meeting 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 who voted at this meeting.
Rio de Janeiro, May 11, 2022.
_________________________________ | _________________________________ |
Reynaldo Passanezi Filho | José Reinaldo Magalhães |
_________________________________ | _________________________________ |
Reinaldo Le Grazie | Jaime Leôncio Singer |
_________________________________ | ________________________________ |
Maurício Dall'Agnese | Jaime Caballero Uribe |
_________________________________ | _______________________________ |
César Augusto Ramírez Rojas | Daniel Isaza Bonnet |
_________________________________ | _________________________________ |
Fernando Bunker Gentil | Rodrigo de Mesquita Pereira |
_________________________________ | _________________________________ |
André Fernandes Berenguer | Celso Maia de Barros |
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TAESA - Transmissora Aliança de Energia Elétrica SA published this content on 24 May 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 24 May 2022 20:41:08 UTC.