FORM 6-K

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13
a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of December, 2005

 

Commission File Number 1-15224

 

Energy Company of Minas Gerais

(Translation of Registrant’s Name Into English)

 

Avenida Barbacena, 1200

30190-131 Belo Horizonte, Minas Gerais, Brazil

(Address of Principal Executive Offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F  ý   Form 40-F  o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):           

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):           

 

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  o   No  ý

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):  N/A

 

 



 

Index

 

Item

 

Description of Item

 

 

 

1.

 

Meeting of the Board of Directors, November 7, 2005

 

 

 

2.

 

Extract from the minutes of the 348th Meeting of the Board of Directors February 2, 2005

 

 

 

3.

 

Meeting of the Board of Directors, November 10, 2005

 

 

 

4.

 

CEMIG’s Electricity Flows – Sources and Uses, September, 2005

 

 

 

5.

 

Calendar of Corporate Events - 2005

 

 

 

6.

 

Extract from the minutes of the 355th Meeting of the Board of Directors June 29, 2005

 

 

 

7.

 

Extract from the minutes of the 358th Meeting of the Board of Directors August 25, 2005

 

 

 

8.

 

Extract from the minutes of the 359th Meeting of the Board of Directors September 5, 2005

 

 

 

9.

 

Analysis of Consolidated Results from January to September 2005, Compared to January to September 2004

 

 

 

10.

 

Material Announcement, December 7, 2005

 

 

 

11.

 

Notice to Stockholders, December 7, 2005

 

1



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

 

Listed company – CNPJ 17.155.730/0001-64

 

Meeting of the Board of Directors

 

November 7, 2005 – 4 p.m.

 

The Board of Directors decided to authorize the company to present to Banco Santander a new binding proposal for the purchase by Cemig, together with White Martins Gases Industriais Ltda., of 100% of the shares of Gás Brasiliano Distribuidora S.A. – GBD.

 

2



 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

Listed Company – Taxpayer No. 17.155.730/0001-64

 

Extract from the minutes of the 348th meeting of the Board of Directors.

 

Date, time and place: Feb. 2, 2005, at 1:00 p.m., at the head offices, at Av. Barbacena, 1.200 – 18th floor, Belo Horizonte-MG.

 

Presiding officers: Chairman - Wilson Nélio Brumer / Secretary – Anamaria Pugedo Frade Barros.

 

Summary of events: I- The Board approved: a) the proposal of the Member of the Board Alexandre Heringer Lisboa, for the members of the Board of Directors to authorize their Chairman to call an Extraordinary GSM to be held on February 18, 2005; and also, if the minimum compulsory quorum was not achieved, the Chairman would be authorized to proceed to the second call of shareholders in the legal period; and, b) the minutes of this meeting. II- The Board authorized: a) the signing of the amendments to the Contracts for the Setting up of the Aimorés, Funil, Porto Estrela, Queimado and Igarapava Hydroelectric Plant Consortia, with the companies comprising same, and with the express consent of Cemig GT, in accordance with Authorizing Resolution no. 407/2004 of the National Electric Power Agency (ANEEL), dealing with the assignment to Cemig GT of Cemig’s rights and obligations resulting therefrom; b) the termination, as of December 31, 2004, of the Operating Agreement existing between Cemig and the companies forming the Guilman-Amorim Hydroelectric Plant consortium, comprising the following: 1- authorization for the signing of the Contracts for Use of Distribution and Transmission Systems, with the companies in the consortium, on the side of the loads, and of the Guilman-Amorim Hydroelectric Plant, according to the legislation in force, canceling for all purposes the Transaction Contract for Electric Power Transmission, signed between Cemig and the companies in the consortium; 2- in the event the National Electric Power Agency (ANEEL) does not give its opinion regarding the request contained in letter UHE-088/2004 or if it is contrary to the transfer to Cemig, via tariff, of the difference between the regulated tariff and the amount paid by same as provided in the Operative Agreement and the Transaction Contracts for Transmission, as from September 10, 2005, Cemig and the companies in the consortium shall submit the matter to a technical appraisal by experts, who shall issue their opinion as to whether there was any loss for Cemig in the period between April 8, 2004 and December 31, 2004. In relation to the period between April 8, 2003 and April 7, 2004, the parties agree to await ANEEL’s position, this period not being the subject of the appraisal. The technical appraisal shall be carried out by three experts, one being appointed by the companies in the consortium, another by Cemig and the third, by the other two experts. Cemig and the companies in the consortium agree to accept the final decision reached by the experts; 3- in the event any reimbursement is owed by said companies to Cemig as the result of the appraisal, limited to the April 8, 2004 to December 31, 2004 period, payment shall be made within thirty days after same is concluded; 4- in the event the experts conclude that the difference in dispute is owed by the companies in the consortium and the latter have already effected reimbursement of the corresponding amount to Cemig, and if ANEEL later issues its opinion in favor

 

3



 

of the transfer requested, CEMIG undertakes to return to the companies in the consortium the amount paid within thirty days after ANEEL issues such opinion; 5- once the obligations described in above item are fulfilled, the parties shall give acquittance, by means of a specific document, for all obligations they had taken on, up to December 31, 2004, within the sphere of the Operative Agreement and the Transaction Contracts for Transmission, excepting only any difference in relation to power transportation and charges in the period between April 7, 2003 and December 31, 2004, in accordance with items 1, 2 and 3;  6- the Contracts for Use and Connection to the Transmission and Distribution Systems, on the side of the loads and the Guilman-Amorim Hydroelectric Plant, with effect from January 1, 2005, shall be formalized by the companies in the consortium, in accordance with the legislation in force. Cemig shall demand payment of the portion referring to charges (relating to self-produced energy) only of the grid system CCC (fuel consumption quotas), in the same manner as is done today, in accordance with SRT/ANEEL notice no. 082/2004. The parties agree that this procedure shall be maintained up to September 10, 2005, when same shall also be examined by the experts, with observance of item 2 above; 7- measures for the transfer of the Guilman-Amorim Hydroelectric Plant assets to the companies in the consortium shall be taken at the Electric Power Trading Chamber (CCEE). Cemig shall wait for the list of the necessary documentation to be sent by the companies in the consortium, to be duly sent on to the CCEE. The documentation relating to the modeling of loads of the consumer units of the companies in the consortium has already been sent; and, 8- the present O&M contract, signed between the Guilman-Amorim Hydroelectric Plant Consortium and Cemig, shall be maintained until the companies in the consortium decide, within the maximum period of six months starting on January 1, 2005, to sign a new contract with third parties; Cemig undertakes, for this period of time, to continue the operation and maintenance of said hydroelectric plant; and, c) the signing by Cemig of the Arbitration Convention of the Electric Power Trading Chamber (CCEE), which is intended to establish the procedures for the solution of any disagreements among CCEE Agents, by an Arbitration Chamber, as provided by Law 9307/1996 and Law 10848/2004. III- The Board granted remunerated annual leave to the Generation and Transmission Director, for the periods from April 25 to 30, 2005, from July 18 to 29, 2005 and from January 2 to 13, 2006; and to the Planning, Project and Construction Director for the periods from March 14 to 23, 2005, from May 30 to June 9, 2005 and from September 8 to 16, 2005. IV- The Board submitted the following proposals to the Extraordinary GSM: 1- to ratify the transfer, from Cemig to Cemig Geração e Transmissão S.A., of the debt referring to the two issues of debentures subscribed by the State of Minas Gerais, whose funds were invested in the construction of the Irapé Hydroelectric Plant;  2- to ratify the maintenance of the counter-guarantee offered by the State of Minas Gerais to the Federal Government for Cemig’s debts under contracts with the KfW (finance for the Vale do Jequitinhonha Transmission Project) and the IBD (contract IBD 176 BR), and for the debt resulting from the restructuring of the foreign debt arising from the Debt Admission and Consolidation Contract signed under Senate Resolution no. 98/1992, transferred to Cemig Geração e Transmissão S.A. and to Cemig Distribuição S.A.; and, 3- to ratify the approval of the transfers which were the object of the Extraordinary GSM held on December 30, 2004, and whose individual amounts are equal to or higher than twenty times the minimum limit established by the by-laws for authorization by this Board. V- The matter regarding the auction referring to the Charrua-Nueva Temuco Transmission Line was

 

4



 

withdrawn from the agenda, the Chairman having informed that the Company intends to participate in the tender offer, together with Furnas and Alusa, for the award of the concession for the construction, operation and maintenance of said transmission line, which is being effected by the Economic Load Dispatch Center for the Central Grid System, in Chile. As a result, the matter shall again be submitted for discussion by this Board of Directors.  VI- The Chairman declared: a) that, at a meeting held at the beginning of this morning, the Board of Directors of Cemig Geração e Transmissão S.A. authorized the inclusion of a clause providing for the reciprocal acquittance of pending commercial matters among the contracting parties, in the First Amendment to the Funil Hydroelectric Utilization Implementation Contract, to be signed between the Funil Consortium and the Funil Hydroelectric Utilization Consortium; the other decisions comprising CRCA-143/2004 remaining unchanged; and, b) that the Board of Directors, at the meeting held on December 13, 2004, had authorized the initiation of a Public Tender Administrative Process, as well as the signing of the respective contract, for group life insurance for active and retired employees and members of the Executive Committee, the Boards of Directors and the Statutory Audit Committees of the Companies belonging to the “Cemig Group”, for a twelve-month period that may be extended up to the maximum of sixty months; as a result of the “deverticalization” process and the allocation of employees in companies of the “Cemig Group”, the public tender will be carried out with distribution of annual costs, but without altering the value approved by this Board, among the companies Cemig, Cemig GT, Cemig D, Sá Carvalho S.A. and Rosal Energia S.A. VII- The Chairman; the Vice-Chairman; the Members of the Board Andréa Paula Fernandes, Antônio Luiz Barros de Salles, Carlos Augusto Leite Brandão, Haroldo Guimarães Brasil and José Augusto Pimentel Pessôa; Director Celso Ferreira, Superintendent Ayres Augusto Álvares da Silva Mascarenhas, Director’s Assistant João Batista Zolini Carneiro and Manager Tarcísio Feichas Cabral, all commented on general matters and business of interest to the Company. Participants: Members of the Board Wilson Nélio Brumer, Djalma Bastos de Morais, Aécio Ferreira da Cunha, Alexandre Heringer Lisboa, Andréa Paula Fernandes, Antônio Luiz Barros Salles, Carlos Augusto Leite Brandão, Francelino Pereira dos Santos, Haroldo Guimarães Brasil, José Augusto Pimentel Pessôa, José Luiz Alquéres, Maria Estela Kubitschek Lopes, Nilo Barroso Neto and Evandro da Veiga Negrão de Lima; Marcus Eolo de Lamounier Bicalho, member of the Statutory Audit Committee; and Anamaria Pugedo Frade Barros, Secretary.

 

Anamaria Pugedo Frade Barros

 

5



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

 

Listed company – CNPJ 17.155.730/0001-64

 

Meeting of the Board of Directors

 

Opened: November 10, 2005, and completed on November 16, 2005.

 

 

The Board of Directors decided as follows:

 

1.               To grant annual paid leave to the Chief Executive Officer (from December 9 to 29, 2005), to the Chief Corporate Management Officer (from December 19, 2005 to January 7, 2006), to the Chief Financial and Investor Relations Officer (from November 16 to 30, 2005) and to the Chief Energy Generation and Transmission Officer (from January 30 to February 10, 2006).

 

2.               To authorize presentation to Goldman, Sachs & Co., of a preliminary and non-binding proposal for the acquisition of up to 100% of the stockholdings held by EDF International S.A. in the companies Light Serviços de Eletricidade S.A. and UTE Norte Fluminense S.A.

 

3.               To authorize signature of a memorandum of understanding in relation to partnerships for the acquisition of the stockholding position held by EDF International S.A. in Light Serviços de Eletricidade S.A.

 

6



 

CEMIG’S ELECTRICITY FLOWS – SOURCES AND USES, SEPTEMBER 2005

 

SUPPLY - CCEE
45.131 GWh

 

Electricity Produced

 

24.639

 

Own Generation

 

23.576

 

Self-Production

 

835

 

Affiliates

 

748

 

Losses (Basic Grid)

 

(520

)

 

Electricity Purchased

 

20.492

 

Itaipu

 

9.066

 

Initial Contracts

 

6.151

 

CCEAR(*)

 

3.463

 

ERM(**)

 

415

 

CCEE(***)

 

1.152

 

Bilateral Contracts

 

197

 

Co – Generation

 

48

 

 

TOTAL including
(CCEE + D
istribution Network
) – 45.496 GWh

 

 

DEMAND - CCEE
45.131 GWh

 

Total Energy 42.168 GWh

 

 

 

 

 

 

 

 

 

Losses (Basic Grid + Distribution Network) 2.963 GWh

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Captive Market

15.175

 GWh

 

 

 

 

 

 

 

Free Market

14.348

 GWh

 

 

 

 

 

 

 

Self-Production

729

 GWh

 

 

 

 

 

 

 

Sales on the CCEE

4.366

 GWh

 

 

 

 

 

 

 

Sales to Related Companies

861

 GWh

 

 

 

 

 

 

 

Sales via MRE

1.377

 GWh

 

 

 

 

 

 

 

Initial Contracts

5.678

 GWh

 

 

 

 

 

Generation Distribution Network 365 GWh

 

 

 

 

 


(*) - Regulated-Environment Electricity Sale Contracts

(**) - Energy Reallocation Mechanism

(***) - The Energy Trading Chamber

 

7



 

 

INVESTORS RELATIONS SUPERINTENDENCE - IR

 

CALENDAR OF CORPORATE EVENTS - 2005

 

Information About the Company

 

Name:

 

Companhia Energética de Minas Gerais – CEMIG

 

 

 

Head office address:

 

Av. Barbacena, 1200 – Bairro Santo Agostinho

 

 

30161-970- Belo Horizonte – MG, Brazil

 

 

 

Web address

 

www.cemig.com.br

 

 

 

Finance, Participations and Investor Relations Director

 

Name: Flávio Decat de Moura

 

 

E-mail: flaviodecat@cemig.com.br

 

 

Telephone: 55-31-3299-4903

 

 

Fax: 55-31-3299-3832

 

 

 

Newspapers and other publications where corporate acts are published

 

Minas Gerais – in Belo Horizonte/MG
O Tempo – in Belo Horizonte/MG
Gazeta Mercantil – in São Paulo/SP

 

Annual Balance Sheets and Consolidated Balance Sheets for year ending on 12/31/2004.

 

Event

 

Date

 

Submission to CVM and the São Paulo Stock Exchange

 

03/10/2005

 

Availability to shareholders

 

03/10/2005

 

Publication

 

04/10/2005

 

 

Standard Balance Sheets for year ending on 12/31/2004

 

Event

 

Date

 

Submission to CVM and the São Paulo Stock Exchange

 

03/10/2005

 

 

Annual Information for year ending on 12/31/2004

 

Event

 

Date

 

Submission to the São Paulo Stock Exchange

 

05/29/2005

 

 

8



 

Quarterly Information

 

Event

 

Date

 

Submission to the São Paulo Stock Exchange

 

 

 

--> for First Quarter

 

05/13/2005

 

--> for Second Quarter

 

07/29/2005

 

--> for Third Quarter

 

11/01/2005

 

 

Annual General Shareholders’ Meeting

 

Event

 

Date

 

Submission of Public Announcement of AGM to the São Paulo Stock Exchange together with the Administration Proposal.

 

04/13/2005

 

Publication of the Public Announcement of AGM

 

04/13/2005

 

Annual General Shareholders’ Meeting date

 

04/29/2005

 

Submission of the primary decisions of the AGM to the São Paulo Stock Exchange

 

04/29/2005

 

Submission of the minutes of the AGM to the São Paulo Stock Exchange

 

05/09/2005

 

 

Extraordinary General Shareholders’ Meeting

 

Event

 

Date

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange together with the Administration Proposal.

 

02/02/2005

 

Publication of the Public Announcement of EGS

 

02/03/2005

 

General Shareholders’ Meeting date

 

02/18/2005

 

Submission of the primary decisions of the EGS to the São Paulo Stock Exchange

 

02/18/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

02/28/2005

 

 

9



 

Extraordinary General Shareholders’ Meeting

 

Event

 

Date

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange together with the Administration Proposal.

 

07/13/2005

 

Publication of the Public Announcement of EGS

 

07/14/2005

 

General Shareholders’ Meeting date

 

07/29/2005

 

Submission of the primary decisions of the EGS to the São Paulo Stock Exchange

 

07/29/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

08/08/2005

 

 

10



 

Public Meeting with Analysts

 

Event

 

Dates/Locations

Presentation of Results 2004

 

03/11/2005

 

CEMIG

Public meeting with analysts, open to other interested parties.

 

03/15/2005
08:00 a.m.

 

APIMEC, Belo
Horizonte – MG

Public meeting with analysts, open to other interested parties.

 

03/15/2005
04:00 p.m.

 

APIMEC, São Paulo – SP

Public meeting with analysts, open to other interested parties.

 

03/16/2005
05:00 p.m.

 

APIMEC, Rio de
Janeiro - RJ

Public meeting with analysts, open to other interested parties.

 

03/17/2005
08:30 a.m.

 

ABAMEC, Rio de
Janeiro - RJ

Public meeting with analysts, open to other interested parties.

 

03/18/2005
08:00 a.m.

 

APIMEC, Brasília – DF

Public meeting with analysts, open to other interested parties.

 

03/22/2005
08:30 a.m.

 

APIMEC,
Florianópolis – SC

Public meeting with analysts, open to other interested parties.

 

03/22/2005
05:00 p.m.

 

APIMEC, Porto
Alegre – RS

Public meeting with analysts, open to other interested parties.

 

03/31/2005
06:00 p.m.

 

APIMEC, Fortaleza - CE

X Public Meeting with analysts - APIMEC

 

May 12th, 2005 at
May 14th, 2005

 

Belo Horizonte – MG
visit to the Capim
Branco Power Plant

Public meeting with analysts, open to other interested parties.

 

04/08/2005
06:00 p.m.

 

APIMEC, Belo
Horizonte – MG

Public meeting with analysts, open to other interested parties.

 

09/08/2005
06:00 p.m.

 

APIMEC, Brasília – DF

Public meeting with analysts, open to other interested parties.

 

10/08/2005
06:00 p.m.

 

APIMEC, Porto
Alegre – RS

Public meeting with analysts, open to other interested parties.

 

11/08/2005
06:00 p.m.

 

APIMEC, Rio de
Janeiro - RJ -

Public meeting with analysts, open to other interested parties.

 

12/08/2005
06:30 p.m.

 

ABAMEC, Rio de
Janeiro- RJ

Public meeting with analysts, open to other interested parties.

 

19/08/2005
08:00 a.m.

 

APIMEC, São Paulo – SP

Public meeting with analysts, open to other interested parties.

 

23/08/2005
Recife – PE – 08:00 a.m.
Fortaleza – CE – 06:00 p.m.

 

APIMEC – NE

Public meeting with analysts, open to other interested parties.

 

21/09/2005
07:00 p.m.

 

APIMEC,
Florianópolis - SC

 

11



 

Meeting of the Board of Directors

 

Subject

 

Date

 

348a Board of Directors Meeting date

 

02/02/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

02/02/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/09/2005

 

 

Decisions:

 

1)              To authorize the signature of amendments to the consortium constitution contracts of the Aimorés, Funil, Porto Estrela, Queimado and Igarapava hydroelectric power plants, assigning Cemig’s rights and obligations in relation to them to Cemig Geração e Transmissão S.A.

 

2)              To submit to the Extraordinary General Meeting of Stockholders to be held on 18 February 2005 the following proposal:

 

a)              To ratify the transfer, from Cemig to the wholly-owned subsidiary Cemig Geração e Transmissão S.A., of the debt relating to the two issues of debentures subscribed by the State of Minas Gerais, the proceeds of which were invested in the construction of the Irapé Hydroelectric power plant.

 

b)             To ratify maintenance of the counter-guarantee offered by the State of Minas Gerais to the Federal Government of Brazil for the debt contracted by Cemig and payable to KfW and the Inter-American Development Bank and for the debt arising from the restructuring of the foreign debt which gave rise to the Contract for Acknowledgment and Consolidation of Debt signed under Resolution 98/1992, of the Brazilian Senate, transferred to the wholly-owned subsidiaries Cemig Geração e Transmissão S.A and Cemig Distribuição S.A.

 

c)              To ratify the approval of the transfers which are the subject of the Extraordinary General Meeting held on 30 December 2004, the individual amounts of which are greater than or equal to 20 (twenty) times the minimum limit established by the bylaws for authorization by the Board of Directors of Cemig.

 

3)              To grant annual leave to the Chief Energy Generation and Transmission Officer.

 

4)              To grant annual leave to the Chief Planning, Projects and Construction Officer.

 

5)              To authorize closure of the Operational Agreement for the Guilman-Amorim hydroelectric power plant.

 

6)              To authorize signing of the Electricity Sale Chamber (CCEE) Arbitration Convention.

 

12



 

Meeting of the Board of Directors

 

Subject

 

Date

 

349a Board of Directors Meeting date

 

03/07/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

03/07/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

09/28/2005

 

 

Decisions:

 

1)              Report of Management and Financial Statements for the business year of 2004.

 

2)              Proposal of the Board of Directors to the Annual General Meeting to be held on or before 30 April 2005.

 

3)              Construction of the Irapé – Montes Claros low voltage transmission line.

 

4)              Advances against future capital increases to the companies Usina Termelétrica Barreiro S.A. (Barreiro Thermo-electric generation plant) and CEMIG PCH S.A. (Cemig Small Hydroelectric Plants).

 

5)              Contracting with Deloitte Touche Thomatsu for the services of auditing of accounts of the Irapé Construction Consortium (re-ratification of the respective CRCA).

 

6)              Signature of Agreement and Amendment relating to the Contract to build the Pai Joaquim PCH (Small Hydroelectric Plant).

 

7)              Construction of the Irapé–Araçuaí low voltage transmission line.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

350a Board of Directors Meeting date

 

03/30/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

03/30/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

09/23/2005

 

 

Decisions:

 

1)              Advance against future capital increase of the Usina Termelétrica Barreiro S.A.

 

2)              Internal staff reassignment agreement between CEMIG/Rosal Energia S.A./Gasmig/Efficientia S.A.

 

13



 

Meeting of the Board of Directors

 

Subject

 

Date

 

351a Board of Directors Meeting date

 

04/15/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

04/15/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

09/23/2005

 

 

Decisions:

 

1)              To grant annual paid leave to the Chief Distribution and Sales Officer.

 

2)              To sign amendments to electricity distribution concession contracts Nºs. 002, 003, 004 and 005/05.

 

3)              To give guarantees in loan contracts entered into by Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. with Banco do Brasil S.A. for refinancing of debt.

 

4)              To give guarantees in loan contracts entered into by Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A. with the banks Credit Suisse First Boston and BNP Paribas for refinancing of debt.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

352a Board of Directors Meeting date

 

04/20/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

04/20/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

09/23/2005

 

 

Decisions:

 

Proposal for acquisition of holdings in transmission companies

 

14



 

Meeting of the Board of Directors

 

Subject

 

Date

 

353a Board of Directors Meeting date

 

05/19/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

05/19/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

09/23/2005

 

 

Decisions:

 

1)              Operational agreement for assignment of personnel between Cemig, Gasmig and Rosal Energia S.A.

 

2)              Cancellation of PRCAs (proposals by the Board of Directors).

 

3)              Early settlement of the contract with UHESC S.A. for purchase and sale of shares in UHE Sá Carvalho S.A.

 

4)              Concession of annual remunerated leave to the Chief Energy Distribution and Sales Officer: Cancellation of PRCA.

 

5)              Signature of Commitment Undertaking with Cia. de Saneamento de Minas Gerais – Copasa.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

354a Board of Directors Meeting date

 

06/02/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

06/02/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/16/2005

 

 

Decisions:

 

1)              Refinancing of the debt of the company and its subsidiaries Cemig Geração e Transmissão S.A. and Cemig Distribuição S.A. becoming due in the period June through December 2005.

 

2)              Authorization to file suit for recovery of undue taxation (PIS, Pasep and Cofins), and contracting – the matter being exempt from the requirement for tender proceedings – of a law firm specialized in tax law.

 

3)              Guarantee in the contracting of the loan for refinancing of the debt.

 

4)              Subcontracting of the services of the Independent Auditors for accounting and tax review of the companies of the Shahin Group.

 

15



 

Meeting of the Board of Directors

 

Subject

 

Date

 

355a Board of Directors Meeting date

 

06/29/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

06/29/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/29/2005

 

 

Decisions:

 

1)              Signature of a Deed of Undertaking with the Minas Gerais Forests Institute (IEF/MG) and the Municipality of Grão Mogol.

 

2)              Advance against future capital increase in Usina Termelétrica Barreiro S.A.

 

3)              Creation of a Public Interest Civil Organization (OSCIP).

 

4)              Payment of Interest on Equity.

 

5)              Signature of a Technical-Scientific Cooperation Agreement for the development of the “Minas Gerais Prize for Conservation and Rational Use of Energy”.

 

6)              Granting of annual paid leave to the Chief Corporate Management Officer.

 

7)              Granting of annual paid leave to the Executive Vice-Chairman.

 

8)              Granting of annual paid leave to the Chief Financial and Investor Relations Officer.

 

9)              Granting of annual paid leave to the Chief Planning, Projects and Construction Officer / Re-ratification of CRCA.

 

10)        Unbundling: Approval of the Valuation Opinions that give valuations of the goods, rights and obligations of the Generation, Transmission and Distribution assets of Cemig; approval of the transfer of these goods, rights and obligations to the wholly-owned subsidiaries Cemig Geração e Transmissão S.A. and Cemig Distribuição S.A.; and approval of increases in the registered capital, and changes in the Bylaws, of Cemig Geração e Transmissão S.A. and Cemig Distribuição S.A.

 

16



 

Meeting of the Board of Directors

 

Subject

 

Date

 

356a Board of Directors Meeting date

 

07/05/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

07/05/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/16/2005

 

 

Decisions:

 

Approved participation by the company in the project for the construction and commercial operation of the 220kV, 200-km, double-circuit Charrua - Nueva Temuco transmission line, in Chile, and the constitution of a special purpose company, in association with Companhia Técnica de Engenharia Alusa.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

357a Board of Directors Meeting date

 

08/03/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

08/03/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

09/20/2005

 

 

Decisions:

 

1)              The granting of an annual leave of absence was authorized for the Executive President, for the period from September 8 to 16, 2005.

 

2)              The initiation of an administrative process for a Public Tender, and the hiring of conventional telephony services in the cities of Belo Horizonte, Contagem, Sete Lagoas, Itabira, Montes Claros, Januária, Juiz de Fora, Governador Valadares, João Monlevade, Caratinga, Três Corações, Pouso Alegre, Patos de Minas, Uberlândia, Uberaba, Juatuba and Santa Vitória, was authorized.

 

3)              The signing of the term of assumption of the debt between CEMIG, CEMIG GT, CEMIG D and FORLUZ, with a view to regulating the sharing of the debt relating to the adjustment of reserves to be amortized of the Benefit and Settled plans among the sponsoring parties, was authorized.

 

4)              The Health Assistance Program for the Members of the Executive Committee was approved.

 

5)              The signing of the First Amendment to the Electric Energy Generation Concession Contract with the Federal Government, with a view to regulating the extension of the term of concession for the Igarapé Thermo-electric Plant, was ratified.

 

17



 

Meeting of the Board of Directors

 

Subject

 

Date

 

358a Board of Directors Meeting date

 

08/25/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

08/25/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/29/2005

 

 

Decisions:

 

Cemig informs that there was no deliberation on the meeting of our Board of Directors.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

359a Board of Directors Meeting date

 

09/05/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

09/19/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/29/2005

 

 

Decisions:

 

Authorization of the procedures necessary for presentation of the documentation for prequalification of Cemig in Auction 001/2005, for grant of a concession to provide public electricity transmission service, including the construction, operation and maintenance of the transmission facilities of the basic grid network, as specified in the Invitation to Bid published on August 15, 2005.

 

18



 

Meeting of the Board of Directors

 

Subject

 

Date

 

360a Board of Directors Meeting date

 

09/29/2005 up to
10/03/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

10/03/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/16/2005

 

 

Decisions:

 

1)              Approval of the revised Budget Proposal for 2005.

 

2)              Authorization for publication of the terms for renegotiation of the first series of Cemig’s first issue of non-convertible debentures and for the signature of the amendment to the private deed of public issuance of debentures.

 

3)              Authorization for advance against future capital increase in Cemig Trading S.A., in the amount of R$ 120,298.00.

 

4)              Authorization for signature of a letter of commitment with White Martins Gazes Industriais to establish the commitment to present, jointly, to Banco Santander a binding proposal for acquisition of the company Gás Brasiliano Distribuidora S.A. and to establish substantially the relationship between the parties, in the event that they are declared joint winners of the acquisition bid; and authorization to present the above-mentioned binding proposal to Banco Santander.

 

5)              Authorization for renegotiation of the debt agreement with Minasfer S.A.

 

6)              Authorization for alteration of the period of vacations of the Chief Corporate Management Officer.

 

19



 

Meeting of the Board of Directors

 

Subject

 

Date

 

361a Board of Directors Meeting date

 

10/21/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

10/21/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/16/2005

 

 

Decisions:

 

The Board authorized direct contracting with Banco Itaú BBA of the financial, technical, environmental, legal, accounting and actuarial advisory services to assist in the process of valuation of the assets of Light Serviços de Eletricidade S.A. and the thermal electricity generation plant Norte Fluminense S.A.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

362a Board of Directors Meeting date

 

10/27/2005 up to
10/31/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

10/27/2005 (part)

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/30/2005

 

 

Decisions:

 

1)              Payment of Interest on Equity;

 

2)              Contracting for the use of corporate credit card services. (Same for Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.);

 

3)              Contracting of services to supply temporary labor to meet needs for transitory substitution of employees or non-routine peaks in workload. (Same for Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.);

 

4)              License Charge for Use or Occupation of Land Areas under Highway Control (TDFR) / Collection of this charge by the State of Minas Gerais / Filing of legal action, if not approved by ANEEL;

 

5)              Binding proposal for acquisition of positions held by Schahin Engenharia Ltda. in transmission companies;

 

6)              Direct contracting with Banco Itaú BBA of the financial, technical, environmental, legal, accounting and actuarial advisory services to assist in the process of valuation of the assets of Light Serviços de Eletricidade S.A. and the thermal electricity generation plant Norte Fluminense S.A.;

 

7)              Contracting of D&O (Directors’ and Officers’ Liability) insurance.

 

20



 

Meeting of the Board of Directors

 

Subject

 

Date

 

363a Board of Directors Meeting date

 

11/07/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

11/07/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/30/2005

 

 

Decisions:

 

Authorize the company to present to Banco Santander a new binding proposal for the purchase by Cemig, together with White Martins Gases Industriais Ltda., of 100% of the shares of Gás Brasiliano Distribuidora S.A. – GBD.

 

Meeting of the Board of Directors

 

Subject

 

Date

 

364a Board of Directors Meeting date

 

11/10/2005 up to
11/16/2005

 

Submission of Public Announcement of EGS to the São Paulo Stock Exchange

 

11/16/2005

 

Submission of the minutes of the EGS to the São Paulo Stock Exchange

 

11/30/2005

 

 

Decisions:

 

1)              To grant annual paid leave to the Chief Executive Officer (from December 9 to 29, 2005), to the Chief Corporate Management Officer (from December 19, 2005 to January 7, 2006), to the Chief Financial and Investor Relations Officer (from November 16 to 30, 2005) and to the Chief Energy Generation and Transmission Officer (from January 30 to February 10, 2006).

 

2)              To authorize presentation to Goldman, Sachs & Co., of a preliminary and non-binding proposal for the acquisition of up to 100% of the stockholdings held by EDF International S.A. in the companies Light Serviços de Eletricidade S.A. and UTE Norte Fluminense S.A.

 

3)              To authorize signature of a memorandum of understanding in relation to partnerships for the acquisition of the stockholding position held by EDF International S.A. in Light Serviços de Eletricidade S.A.

 

Meeting of the Board of Directors – DATE FORECAST

 

Agenda

 

Date

 

Sundry matters

 

11/10/2005

 

Sundry matters

 

12/01/2005

 

Sundry matters

 

12/15/2005

 

 

21



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

Listed Company – Taxpayer No. 17.155.730/0001-64

 

Extract from the minutes of the 355th meeting of the Board of Directors.

 

Date, time and place: June 29, 2005, at 10:00 a.m., at the head offices, at Av. Barbacena, 1.200 – 18th floor, Belo Horizonte-MG.

 

Presiding officers: Chairman - Djalma Bastos de Morals / Secretary - Ary Ferreira Filho.

 

Summary of events: I- The Board approved: - a) the payment to shareholders of interest on equity, to be offset against the minimum compulsory dividend, amounting to R$283 million; the form and date of payment shall be in two equal installments, the first up to June 30, 2006 and the second up to December 30, 2006, the Executive Committee being responsible for complying with these terms and determining the places and payment processes; all shareholders whose names are registered in the Nominative Shares Registration Book as of July 10, 2005 being entitled to the above-mentioned amount; b) the proposal of Member of the Board Alexandre Heringer Lisboa, for the members of the Board of Directors to authorize their Chairman to call an Extraordinary GSM to be held on July 29, 2005, and in the event the minimum obligatory quorum is not reached, the Chairman would also be authorized to proceed to the second call of shareholders within the legal period; and, c) the minutes of this meeting. II- The Board authorized: a) the advance for a future capital increase in Usina Termelètrica Barreiro S.A., in the amount of one million, two hundred and five thousand Reals, in order to honor commitments under the debt contract signed with Toshiba do Brasil S.A. for the installation of the Barreiro Thermoelectric Plant, which shall later be submitted to the Annual GSM to be held in 2006, which will decide upon the allocation of CEMIG’s profits; b) the creation of a Public Interest Civil Corporation Organization (“OSCIP”), a not-for-profit private entity, sponsored and controlled by CEMIG and organized in accordance with the By-laws attached to PRCA-034/2005, to be responsible for the management of research programs and technological development of the “CEMIG Group”, optimization of access to the resources of fostering and financing entities and the use of fiscal benefits provided by law, with a view to reducing costs, exploiting intellectual property effectively, and rendering services in its operating area; c) the signing of a Technical and Scientific Cooperation Agreement with Companhia de Gás de Minas Gerais-GASMlG, Efficientia S.A., Instituto Euvaldo Lodi-IEL, Serviço Nacional da Indústria (“SENAI”) (National Industry Service), the Union of the Electric, Electronic and Similar Appliances Industry for the State of Minas Gerais-SINAEES, the State Secretariat for Economic Development (“SEDE”) and the Federation of Industries in the State of Minas Gerais (“FIEMG”), with a view to fostering conservation and the rational use of electric power, by creating the Minas Gerais Award for Conservation and Rational Use of Energy, without any financial disbursement, with a sixty-month duration starting from the date of signature, which may be extended for an equal period by the signing of an amendment; d) the re-ratification of CRCA-004/2005, altering the periods of annual remunerated leave for the Planning, Projects and Constructions Director, from the period May 30 - June 9, 2005 to the period August 1 - 12, 2005 and

 

22



 

from September 8-16, 2005 to September 12 - 19, 2005; e) the continuation of the Competitive Bid DSG/AS-OS0501, the object of CRCA-044/2000, and the partial ratification of its object and the award, to Consórcio CCS/C, exclusively for a permanent and unalterable license for the non-exclusive use of the software IS-U/CCS, of SAP do Brasil Ltda,, and respective technical support and maintenance services; f) the signing of a licensing contract for the use of said software IS-U/CCS, of SAP do Brasil Ltda.; and g) the signing of an Assignment Act with Cemig D, with a view to transferring to same the rights and obligations relating to the items that were object of the above-mentioned Competitive Bid and were awarded to Consórcio CCS/C. III- The Board granted remunerated annual leave to the Executive Vice-President, for the period from July 1 to 30, 2005; to the Finance, Participations and Investor Relations Director, for the period from July 16 to 30, 2005; and to the Corporate Management Director, for the periods from July 18 to 27, 2005, from September 12 to 16, 2005 and from January 2 to 16, 2005. IV- The Board decided to submit the following proposals to the Extraordinary GSM: 1- approval of the Accounting Appraisal Report on CEMIG’s Permanent Assets under Construction and Inventories – Executive Summary, drawn up by SETAPE-Serviços Técnicos de Avaliaçóes do Patrimnônio e Engenharia Ltda., with taxpayer no. 44.157.543/0001-92, with head office in São Paulo-SP, at R. Henrique Schaumann, 85; and the transfer of these assets of CEMIG’s generation, transmission and distribution establishments, based on the book value as of December 31, 2004, to the fully-owned subsidiary Cemig Geração e Transmissão S.A., for the amount of R$939,534,589.62 (nine hundred and thirty-nine million, five hundred and thirty-four thousand, five hundred and eighty-nine Reals and sixty-two centavos) and to the fully-owned subsidiary Cemig Distribuição S.A., for the amount of R$426,179,214.28 (four hundred and twenty-six million, one hundred and seventy-nine thousand, two hundred and fourteen Reals and twenty-eight centavos); these values having been registered in the accounting item Advance for Future Capital Increase, in accordance with the authorization given by the Extraordinary GSM of December 30, 2004; 2- the approval of the Book Value Appraisal Report (Report on the Assets, Rights and Obligations of Companhia Energética de Minas Gerais-CEMIG), drawn up by the company Deloitte Touche Tohmatsu Auditores Independentes, with head office in São Paulo-SP, at R. José Guerra, 127, and branch in Belo Horizonte-MG, at R. Paraíba, 1122/20th and 21st floors, with taxpayer no. 49.928.567/0001-11, and the transfer of these assets, rights and obligations of CEMIG’s generation, transmission and distribution establishments, based on the book value as of December 31, 2004, to the fully-owned subsidiary Cemig Geração e Transmissão S.A., for the net negative amount of R$317,269,649.70 (three hundred and seventeen million, two hundred and sixty-nine thousand, six hundred and forty-nine Reals and seventy centavos) and to the fully-owned subsidiary Cemig Distribuição S.A., for the positive net amount of R$1,342,766,358.99 (one billion, three hundred and forty-two million, seven hundred and sixty-six thousand, three hundred and fifty-eight Reals and ninety-nine centavos); these amounts having been registered in the accounting item Advance for Future Capital Increase, in accordance with the authorization given by the Extraordinary GSM of December 30, 2004; 3- authorization to pay up to the Capital Stock of the fully-owned subsidiaries Cemig Geração e Transmissão S.A and Cemig Distribuição S.A., the amount of R$622,264,939.92 (six hundred and twenty-two million, two hundred and sixty-four thousand, nine hundred and thirty-nine Reals and ninety-two centavos) and R$1,768,945,573.27 (one billion, seven hundred and sixty-eight million, nine hundred and forty-five thousand, five

 

23



 

hundred and seventy-three Reals and twenty-seven centavos), respectively, by verification of the assets described and valued in the Appraisal Reports submitted to this Extraordinary GSM, as determined by paragraph 1 of article 251 of Law no. 6.404/76; these amounts having been registered in the accounting item Advance for Future Capital Increase; 4- authorization to pay up to the capital stock of the fully-owned subsidiary Cemig Geração e Transmissão S.A. the amount of R$15,491,000.00 (fifteen million, four hundred and ninety-one thousand Reals), by capitalizing the advances for future capital increase effected in national currency on February 1 and 2, 2005; 5-authorization to pay up to the Capital Stock of the fully-owned subsidiary Cemig Distribuição S.A. the amount of R$17,291,000.00 (seventeen million, two hundred and ninety-one thousand Reals), by capitalizing the advance for future capital increase effected in national currency on January 11, 2005; 6- authorization to increase the Capital Stock of the fully-owned subsidiary Cemig Geração e Transmissão S.A. from R$2,259,029,418.98 (two billion, two hundred and fifty-nine million, twenty-nine thousand, four hundred and eighteen Reals and ninety-eight centavos) to R$2,896,785,358.90 (two billion, eight hundred and ninety-six million, seven hundred and eighty-five thousand, three hundred and fifty-eight Reals and ninety centavos); this increase in the amount of R$637,755,939.92 (six hundred and thirty-seven million, seven hundred and fifty-five thousand, nine hundred and thirty-nine Reals and ninety-two centavos) being effected by issuing 637,755,939 (six hundred and thirty-seven million, seven hundred and fifty-five thousand, nine hundred and thirty-nine) new nominative common shares of Cemig Geração e Transmissão S.A., all without nominal value. The issue price of the shares to be issued is R$1.00 (one Real) each. The shares shall be subscribed at sight, by verification of the assets described and valued in the Appraisal Reports approved by this Extraordinary GSM and by capitalization of the advance for future capital increase effected in national currency; 7- authorization to increase the Capital Stock of the fully-owned subsidiary Cemig Distribuição S.A. from R$475,761,214.37 (four hundred and seventy-five million, seven hundred and sixty-one thousand, two hundred and fourteen Reals and thirty-seven centavos) to R$2,261,997,787.64 (two billion, two hundred and sixty-one million, nine hundred and ninety-seven thousand, seven hundred and eighty-seven Reals and sixty-four centavos); this increase in the amount of R$l,786,236,573.27 (one billion, seven hundred and eighty-six million, two hundred and thirty-six thousand, five hundred and seventy-three Reals and twenty-seven centavos), being effected by issuing 1,786,236,573 (one billion, seven hundred and eighty-six million, two hundred and thirty-six thousand, five hundred and seventy-three) new nominative common shares, all without nominal value. The issue price of the shares to be issued is R$1.00 (one Real) each. The shares shall be subscribed at sight, by verification of the assets described and valued in the Appraisal Reports approved by this Extraordinary GSM and capitalization of the advance for future capital increase effected in national currency; 8- authorize the change in the caption of article 5 of the By-laws of Cemig Geração e Transmissão S.A., which shall be in force with the following wording: Art. 5 – The Company’s Capital Stock amounts to R$2,896,785,358.90 (two billion, eight hundred and ninety-six million, seven hundred and eighty-five thousand, three hundred and fifty-eight Reals and ninety centavos), represented by 2,896,785,358 (two billion, eight hundred and ninety-six million, seven hundred and eighty-five thousand, three hundred and fifty-eight) nominative common shares, without nominal value.”; 9- authorize the change in the caption of article 5 of the By-laws of Cemig Distribuição S.A., which shall be in force

 

24



 

with the following wording: Art. 5°- The Company’s Capital Stock amounts to R$2,261,997,787.64 (two billion, two hundred and sixty-one million, nine hundred and ninety-seven thousand, seven hundred and eighty-seven Reals and sixty-four centavos), represented by 2,261,997,787 (two billion, two hundred and sixty-one million, nine hundred and ninety-seven thousand, seven hundred and eighty-seven) nominative common shares, without nominal value.”; V- The matter relating to the Company’s participation in the project for the installation and exploitation of the Charrua/Nueva Temuco transmission line in Chile was withdrawn from the agenda. VI- The Members of the Board Carlos Augusto Leite Brandão, Andréa Paula Fernandes, Antônio Luiz Barros de Salles, José Augusto Pimentel Pessôa and Haroldo Guimarães Brasil made the unanimous approval of the matter referring to the advance for future capital increase of Usina Termelétrica Barreiro S.A., mentioned in item II, sub-item “a” above, conditional on the approval of the National Electric Power Agency (“ANEEL”) with regard to the transfer of the concession. VII- The Chairman and Members of the Board Andréa Paula Fernandes, Antônio Luiz Barros de Salles, Carlos Augusto Leite Brandão, Haroldo Guimarães Brasil and José Augusto Pimentel Pessôa made comments on general matters and business of interest to the Company. Participants: Members of the Board Djalma Bastos de Morais, Aécio Ferreira da Cunha, Alexandre Heringer Lisboa, Andréa Paula Fernandes, Antônio Luiz Barros de Salles, Carlos Augusto Leite Brandão, Francelino Pereira dos Santos, Haroldo Guimarães Brasil, José Augusto Pimentel Pessôa, Maria Estela Kubitschek Lopes, Nilo Barroso Neto, Fernando Lage de Melo and Francisco Sales Dias Horta; Itamaury Teles de Oliveira, member of the Statutory Audit Committee; and Ary Ferreira Filho, Secretary.

 

 

Ary Ferreira Filho

 

25



 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
Listed Company – Taxpayer No. 17.155.730/0001-64

 

Extract from the minutes of the 358th meeting of the Board of Directors.

 

Date, time and place: August 25, 2005, at 9:00 a.m., at the head offices, at Av. Barbacena, 1.200 – 18th floor, Belo Horizonte-MG.

 

Presiding officers: Chairman - Wilson Nélio Brumer / Secretary – Anamaria Pugedo Frade Barros.

 

Summary of events: I- The Board approved the minutes of this meeting. II – The Planning, Projects and Constructions Director presented basic data relating to Aneel Auction 001/2005, highlighting the main events of the public notice and speaking about the work schedule necessary to enable the Company to participate in the Auction. III- The Finance, Participations and Investor Relations Director and the Controller- Superintendent presented the main points on which the study for the revision of the 2005 Budget Proposal was based. IV- The objectives, dimensions and stages of the Seminar for the Development of the Company’s Board of Directors and Executive Committee were presented by a representative of the Dom Cabral Foundation; and Mr. Nelson de Sampaio Bastos and Mr. Oscar de Paula Bernardes Neto gave a talk about Corporate Governance, emphasizing their experiences as managers of various companies in Brazil and abroad.  V- The Vice-Chairman and Members of the Board Andréa Paula Fernandes, Antônio Luiz Barros Salles, Carlos Augusto Leite Brandão, Haroldo Guimarães Brasil and José Augusto Pimentel Pessôa commented on general matters and business of interest to the Company. Participants: Members of the Board Wilson Nélio Brumer, Aécio Ferreira da Cunha, Andréa Paula Fernandes Pansa, Alexandre Heringer Lisboa, Antônio Luiz Barros Salles, Carlos Augusto Leite Brandão, Francelino Pereira dos Santos, Haroldo Guimarães Brasil, José Augusto Pimentel Pessôa, Maria Estela Kubitschek Lopes, Nilo Barroso Neto, Guy Maria Villela Paschoal, Fernando Lage de Melo, Marco Antônio Rodrigues da Cunha, Antônio Renato do Nascimento and Luiz Henrique de Castro Carvalho; Djalma Bastos de Morais and Francisco Sales Dias Horta, Members of the Board and Executive Directors; Celso Ferreira, Elmar de Oliveira Santana, Flávio Decat de Moura, Heleni de Mello Fonseca and José Maria de Macedo, Executive Directors; and Anamaria Pugedo Frade Barros, Secretary.

 

 

Anamaria Pugedo Frade Barros

 

26



 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

Listed Company – Taxpayer No. 17.155.730/0001-64

 

Extract from the minutes of the 359th meeting of the Board of Directors.

 

Date, time and place: September 5, 2005, at 9:00 a.m., at the head offices, at Av. Barbacena, 1.200 — 18th floor, Belo Horizonte-MG.

 

Presiding officers: Chairman - Wilson Nélio Brumer / Secretary – Anamaria Pugedo Frade Barros.

 

Summary of events: I- The Board approved the minutes of this meeting. II - The Board authorized the adoption of the procedures necessary for the presentation of CEMIG’s pre-qualification documents for Auction 001/2005, whose objective is the granting of the concession for the supply of public electric power transmission services, including the construction, operation and maintenance of the transmission installations for the basic network of the grid system, in accordance with the Public Notice published on August 15, 2005. III- The Chairman, the Vice-Chairman and Members of the Board Andréa Paula Fernandes Pansa, Carlos Augusto Leite Brandão, Haroldo Guimarães Brasil, José Augusto Pimentel Pessôa and Andréa Leandro Silva; Executive Directors Celso Ferreira and Flávio Decat de Moura; João Batista Zolini Carneiro, Assistant; Paulo Eduardo Pereira Guimarães, Manager; and representatives of Banco Modal S.A., commented on general matters and business of interest to the Company. Participants: Members of the Board Wilson Nélio Brumer, Djalma Bastos de Morais, Aécio Ferreira da Cunha, Andréa Paula Fernandes Pansa, Alexandre Heringer Lisboa, Antônio Adriano Silva, Carlos Augusto Leite Brandão, Francelino Pereira dos Santos, Haroldo Guimarães Brasil, José Augusto Pimentel Pessôa, Maria Estela Kubitschek Lopes, Nilo Barroso Neto, Andréa Leandro Silva and Fernando Lage de Melo; Celso Ferreira, Executive Director; João Batista Zolini Carneiro, Assistant; Paulo Eduardo Pereira Guimarães, Manager; representatives of Banco Modal S.A.; and Anamaria Pugedo Frade Barros, Secretary.

 

 

Anamaria Pugedo Frade Barros

 

27



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

CNPJ 17.155.730/0001-64

 

ANALYSIS OF CONSOLIDATED RESULTS FROM JANUARY TO SEPTEMBER 2005,

COMPARED TO JANUARY TO SEPTEMBER 2004

 

Belo Horizonte, Brazil, October 31, 2005 – Companhia Energética de Minas Gerais – CEMIG – (BOV: CMIG4, CMIG3; NYSE: CIG and LATIBEX: XCMIG), the leading electricity concessionaire in Brazil and its subsidiaries (“CEMIG Companies”), today announced third-quarter 2005 results, with net income of R$ 1,487 million in the period from January to September 2005, compared to net income of R$ 935 million from January to September 2004, or R$ 9.18 per lot of one thousand shares. In the third quarter of 2005, net income was R$ 446 million, compared to R$ 378 million in the third quarter of 2004, or R$ 2.75 per lot of one thousand shares.

 

The Chairman of the Board of Directors, Dr. Wilson Nélio Brumer, said that “the results for the quarter follow the trend of the last two years, of fast of growth in profitability as a result of the implementation of the Strategic Plan published last year.  Also, we are in the final phase of negotiation of the new CRC contract, which will enable this contract to be securitized, and consequently we will distribute this extraordinary income as dividends to our stockholders. Also, by decision of Governor Aécio Neves, as a way of consolidating the Strategic Plan - which provides the bases that sustain the new CRC contract - we will propose to the General Meeting of Stockholders that the main targets should be included in the bylaws, principally those that refer to debt and financial performance.”

 

The Chief Executive Officer, Dr. Djalma Bastos de Morais, commented: “finally we are concluding the negotiations with Eletrobrás on the funds necessary for continuation of the “Luz Para Todos” program, which will enable us to meet the targets for universalization of service in accordance with a timetable negotiated with ANEEL. Our results are the outcome of measures taken with the objective of serving the long-term interests of our stockholders.”

 

The Chief Financial and Investor Relations Officer, Dr. Flávio Decat de Moura, added: “We have successfully concluded the renegotiation of the debt that had maturities in 2005. The highlights of our negotiations with the creditor banks are the new tenors and the lower cost - which aim to satisfy the basic requirements of our Strategic Plan. We are now seeking to conclude the negotiations for acquisition of assets that will provide us with rapid growth in our profitability over the coming years.”

 

28



 

Income increased a substantial 59%.

 

EBITDA margin was R$2,371 million.

 

 

EBITDA

 

CEMIG’s EBITDA for January to September 2005 was R$ 2,371 million, compared to R$ 1,704 million in the same period of the prior year, a 39% increase.

 

The 16% reduction of EBITDA in the third quarter of 2005 in relation to the second quarter was due to the 19% increase in operating expenses (R$ 1,594 million in the third quarter of 2005 compared to R$ 1,341 million in the second quarter of 2005), which was partially offset by the increase in net operating revenues of 6% (R$ 2,131 million in the third quarter compared to R$ 2,007 million in the second quarter).

 

EBITDA growth was largely due to the tariff adjustments in April 2004 and 2005, and to revenues from the deferred tariff adjustment registered in September 2005. The stronger performance in 2005 was reflected in the EBITDA margin, which rose from 33% at the end of the third quarter in 2004, to 37% in the same period of 2005.

 

Gross electricity supply increased 3.4%.

 

Gross Electricity Supply

 

Revenues from gross electricity supply were R$ 6,698 million from January to September 2005, compared to R$ 6,348 million from January to September 2004, a 6% increase.

 

This result was basically due to the:

 

                  Average tariff adjustment of 14.0% as of April 8, 2004 (full effect in the results of fiscal year 2005);

 

                  Average tariff adjustment of 23.88% as of April 8, 2005.

 

For purposes of comparison, it should be noted that as of January 2005, a large group of large industrial consumers became “free” consumers. Thus the charges that refer to distribution network use (“DNU”) by those free consumers are now charged separately, and registered in the line “Revenues from Network Usage,” with a third-quarter amount of R$ 864 million. In 2004, the DNU values were part of total revenues with energy supply. If we add the DNU values to revenues from electricity supply, revenues grew 19%.

 

The amount of energy sold to final consumers grew 1.2%, or 28,197,612 MWh from January to September 2005, compared to 27,876,126 MWh in the same period of 2004. Among the main consumption classes, residential and commercial showed increases of 0.9% and 6.9%, respectively, while industrial fell 0.4%.

 

29



 

Total gross electricity supply increased 3.4% from January to September 2005 (29,177,354 MWh) in relation to the same period of 2004 (28,224,189 MWh).

 

Revenues from supply (including transactions with free energy on the CCEE/MAE)

 

Due to the higher volume of energy commercialized on the CCEE, revenues from energy supply increased R$ 30 million from January to September 2004, to R$ 160 million from January to September 2005.

 

The 44.41% retroactive readjustment positively impacted results.

 

Deferred Tariff Adjustment

 

In April 2005, the result of CEMIG’s periodic tariff revision was released retroactive to April 2003, indicating a right to a 44.41% recomposition in the tariffs.

 

The average adjustment applied to the tariffs on April 8, 2003, was 31.53%. To compensate CEMIG for the lower revenues billed from April 2003 to April 2005, ANEEL will include an additional percentage in the tariff readjustments through 2007.

 

The difference between the tariff adjustment to which CEMIG has a right and the tariff effectively charged consumers in 2005 was recognized as a regulatory asset of R$ 591 million, offsetting the year’s fiscal result.

 

The amount registered in 2004 is due to the provisory result from CEMIG’s tariff revision, indicating a 37.86% readjustment in the tariffs. As a result, CEMIG recognized revenues of R$ 329 million in the 2004 results.

 

Revenues from DNU in 2005 were R$ 864 million.

 

Revenues from network usage

 

Revenues from network usage rose 528%, or R$ 966 million (R$ 1,149 million in 2005 compared to R$ 183 million in 2004).

 

This increase was basically due to DNU revenues in Cemig Distribuição of R$864 million, arising from the charges to free consumers for energy sold by Cemig Geração and Transmissão.

 

Also forming part of this revenue amount are revenues from use of installations that comprise CEMIG’s basic transmission network by electricity generators and distributors that are part of Brazil’s interconnected system, in conformance with amounts defined through ANEEL Resolution (R$ 285 million in 2005, compared with R$ 183 million in 2004).

 

Fixed costs were the main items responsible for the higher operating costs.

 

Operating Costs and Expenses (excluding financial result)

 

Operating costs and expenses (excluding financial result) were R$4,406 million from January to September 2005, compared to R$ 3,380 million from January to September 2004, an increase of 15%.

 

30



 

This result is mainly due to the variation in fixed costs that were passed through to the tariff as energy purchased for resale, CDE, CCC and network usage charges.

 

As of October 26, 2001, the differences between the sum of fixed costs (also called “CVA”) used as a reference in the calculation of the tariff adjustment and the expenses effectively made, are offset in subsequent tariff adjustments, and registered in Current Assets and Long-Term Assets as anticipated expenses.

 

CONSOLIDATED OPERATING COSTS AND EXPENSES AS OF SEPTEMBER 30, 2005

 

 

 

Amounts in millions of reais

 

 

 

Operating

 

 

 

 

 

 

 

 

 

expenses

 

CVA amounts

 

CVA amounts not

 

Effective expense

 

 

 

without effects

 

transferred to the

 

included in the

 

recognized in the

 

 

 

of CVA

 

period’s results

 

period’s results

 

period’s results

 

 

 

 

 

(*)

 

(**)

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel, Administrators and Board Members

 

632

 

 

 

632

 

Employee Participation

 

62

 

 

 

62

 

Post-Employment Obligations

 

115

 

 

 

115

 

Materials

 

66

 

 

 

66

 

Third-Party Services

 

289

 

 

 

289

 

Electricity Purchased for Resale

 

1,066

 

155

 

(34

)

1,188

 

Depreciation and Amortization

 

444

 

 

 

444

 

Financial Compensation for Use of Hydro Resources

 

85

 

26

 

(1

)

110

 

Operating Provisions

 

116

 

 

 

116

 

Fuel Consumption Account – CCC

 

343

 

(3

)

(34

)

305

 

Charges for Transmission Network Usage

 

470

 

82

 

4

 

557

 

Gas Purchased for Resale

 

116

 

 

 

116

 

Energy Development Account – CDE

 

201

 

22

 

(3

)

220

 

Provision for Losses in the Recovery of RTE Values

 

23

 

 

 

23

 

Other Operating Expenses

 

164

 

 

 

163

 

Total

 

4,192

 

282

 

(68

)

4,406

 

 


( * )                           Refers to the fixed costs that comprise the CVA that were transferred to the results as a function of their inclusion in the calculation of CEMIG’s tariff adjustment.

 

( ** )                    Refers to the variation of fixed costs that comprise the CVA that were not included in the calculations of CEMIG’s tariff adjustment, and thus were excluded from the results.

 

Operating costs and expenses (excluding financial result) – Values in millions of reais – in the last three quarters and in the third quarter of 2004 are shown below.

 

31



 

 

 

2Q

 

3Q

 

3Q

 

 

 

2005

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Personnel, Administrators and Board Members

 

216

 

192

 

181

 

Employee Participation

 

20

 

21

 

15

 

Post-Employment Obligations

 

38

 

38

 

27

 

Materials

 

23

 

24

 

21

 

Third-Party Services

 

107

 

113

 

70

 

Electricity Purchased for Resale

 

302

 

451

 

366

 

Depreciation and Amortization

 

148

 

149

 

145

 

Financial Compensation for Use of Hydro Resources

 

39

 

32

 

32

 

Operating Reversal (Provisions)

 

(24

)

101

 

(6

)

Quota for the Fuel Consumption Account – CCC

 

116

 

109

 

79

 

Charges for Use of the Basic Transmission Network

 

183

 

163

 

161

 

Gas Purchased for Resale

 

40

 

39

 

74

 

Energy Development Account – CDE

 

81

 

73

 

63

 

Provision for Losses in the Recovery of Amounts for Extraordinary Tariff Recomposition Amounts

 

8

 

8

 

2

 

Other Net Expenses

 

44

 

79

 

56

 

 

 

1,341

 

1,594

 

1,286

 

 

As of October 26, 2001, the differences between the sums of fixed costs (also called “CVA”) used as a reference in the calculation of the tariff adjustment and the payments effectively made, are offset in the subsequent tariff adjustments, and registered in Current Assets and Long-Term Assets as anticipated expenses.

 

The increase in operating costs and expenses (excluding financial results) in the third quarter of 2005 compared to the other three quarters is basically due to higher expenses for energy purchased for resale.

 

The amounts for personnel and energy purchased for resale in the last two quarters and in the third quarter of 2004 are detailed below.

 

Personnel Values in millions of reais

 

 

 

2Q

 

3Q

 

3Q

 

 

 

2005

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Payments and Charges

 

196

 

193

 

188

 

Contributions to Supplement Retirement – Defined Contribution Plan

 

10

 

12

 

11

 

Benefits

 

3

 

20

 

18

 

 

 

209

 

225

 

217

 

( - ) Costs for Personnel Transferred to Works in Progress

 

7

 

(33

)

(36

)

 

 

216

 

192

 

181

 

Voluntary Retirement Program – PDI

 

(1

)

 

 

 

 

216

 

192

 

181

 

 

32



 

The increase in the third quarter of 2005 in relation to the third quarter of 2004 was due to the average adjustment of 7% in the salaries of CEMIG employees in November 2004, and to the lower expenses for personnel transferred to cost of works in progress.

 

Electricity Purchased for Resale – Values in millions of reais

 

 

 

2Q

 

3Q

 

3Q

 

 

 

2005

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Energy from Itaipu Binational Dam

 

138

 

221

 

293

 

Short-Term Energy

 

3

 

8

 

9

 

Charges for System Services

 

35

 

(1

)

24

 

Initial Contracts

 

32

 

119

 

29

 

Energy Acquired in Energy Auction

 

93

 

96

 

 

Others

 

1

 

8

 

11

 

 

 

302

 

451

 

366

 

 

Expenses for electricity purchased for resale in the third quarter of 2005 increased 49% compared to the second quarter of 2005. In the second quarter of 2005, CEMIG adjusted the amount of energy purchased for resale that was transferred to the CVA account (retroactive to December 2004), which justifies the lower reported result.

 

The increase in amounts registered in relation to the initial contracts is due to the make-up of the CVA.

 

Below we comment on the main items affecting operating expenses.

 

Operating expenses rose 15% and operating revenues grew 24%.

 

The main variations in expenses are described below:

 

Personnel

 

Personnel expenses from January to September 2005 were R$ 632 million, compared to R$ 604 million from January to September 2004, a 5% increase. This result is mainly due to the average adjustment of 7% in the salaries of CEMIG employees in November 2004, offsetting the reduction in 2005 of expenses for personnel transferred to the cost of work in progress.

 

Electricity Purchased for Resale

 

The expense for energy purchased for resale was R$ 1,188 million from January to September 2005, compared to R$ 1,075 million from January to September 2004, an increase of 11%. This is a fixed cost, and the expense recognized in the results corresponds to the amount effectively passed through to the tariff.

 

Depreciation and Amortization

 

The depreciation and amortization expense did not vary significantly between the periods; R$ 444 million from January to September 2005, compared to R$ 435 million from January to September 2004, a variation of 2% due mainly to the coming on line of new networks and distribution lines, and of the Queimado plant.

 

33



 

Post-Employment Obligations

 

Post-Employment Obligation expenses were R$ 115 million from January to September 2005, compared to R$ 80 million from January to September 2004, an increase of 44%. These expenses essentially represent the interest on CEMIG’s actuarial obligations, net of income expected from the plan assets, which were estimated by an outside actuary. The change on December 31, 2004 of the discount rate of future obligations, of 8% to 6%, resulted in an increase in the present value of actuarial obligations, which justifies the increase in expenses in 2005.

 

Operating Provisions

 

Operating provisions were R$ 116 million from January to September 2005, compared to R$ 90 million from January to September 2004, an increase of 29%. This increase in the provisions is mainly due to the following:

 

                  Reversal of the provisions for worker lawsuits in 2005 in the amount of R$ 5 million, compared to a provision of R$ 15 million in 2004.

                  Provision for legal contingencies – civil suits in 2005 in the amount of R$ 58 million, compared to a R$ 1 million provision in 2004.

 

Fuel Consumption Account – CCC

 

The CCC expense was R$ 305 million from January to September 2005, compared to R$ 219 million from January to September 2004, an increase of 39%. It is related to the operating costs of thermal plants on Brazil’s interconnected and isolated systems, and is doled out among the electricity concessionaires by ANEEL resolution. This is a fixed cost, and the expense recognized in the results corresponds to the amount effectively passed through to the tariff.

 

Charges for Transmission Network Use

 

The expense for charges for transmission network use was R$ 556 million from January to September 2005, compared to R$ 339 million from January to September 2004, a variation of 39%. This expense refers to the charges due by electricity generation and distribution agents for use of the installations and components of the basic network as defined by ANEEL resolution. This is a fixed cost, and the expense recognized in the results corresponds to the amount effectively passed through to the tariff.

 

Gas Purchased for Resale

 

The cost for gas purchased for resale was R$ 116 million from January to September 2005, compared to R$ 216 million from January to September 2004, a 46% decrease. This result is basically due to alteration in GASMIG’s consolidation criteria. Due to the sale of 40% of its capital to Petrobras and signature of the shareholder agreement, CEMIG’s 55% share of GASMIG was consolidated proportionally.

 

34



 

Energy Development Account - CDE

 

The CDE expense was R$ 220 million from January to September 2005, compared to R$ 165 million from January to September 2004, a 33% increase. Payments are defined through an ANEEL resolution. This is a fixed cost, and the expense recognized in the results corresponds to the amount effectively passed through to the tariff.

 

Other Operating Expenses

 

The other operating expenses were R$ 163 million from January to September 2005, compared to R$ 134 million from January to September 2004, a 22% increase. This increase was mainly due to the amount of R$ 26 million registered in the third quarter that referred to the Railway Dominion Tax for 2005.

 

Net financial result in the period was an expense of R$ 20 million.

 

The 16.3% devaluation of the dollar against the real positively impacted the financial result.

 

We had an exchange rate gain of R$ 187 million.

 

Financial Revenues (Expenses)

 

The financial result from January to September 2005 was a net financial expense of R$ 20 million, compared to a net financial expense of R$ 148 million from January to September of 2004. The main factors that impacted the financial result are the following:

 

                  Monetarily updated revenues and interest on accounts receivable from the state of Minas Gerais, net of the loss provision, in the amount of R$ 128 million from January to September 2005, compared to R$ 196 million from January to September 2004, a 35% reduction. This reduction is due to the lower variation in the IGP-DI, the contract’s indexer, (0.2% from January to September 2005 and 10.1% in the same period of 2004).

 

                  Revenues with monetary variation and interest on the Deferred Tariff Adjustment in the amount of R$ 186 million, compared to R$ 62 million from January to September 2004. This result is due to the new tariff revision values of Cemig Distribuição.

 

                  Increase of loan and financing costs in the country due to the criteria of rolling over the Company’s debt, substituting the various debt contracts in foreign currency for domestic currency as of the second half of 2004.

 

                  Fines and ICMS interest on electricity transport paid retroactively from 2000 to 2005, in the amount of R$ 46 million.

 

                  Net gains from exchange rate variations from January to September of 2005, in the amount of R$ 187 million, compared to net gains of R$ 15 million from January to September 2004, basically because of loans and financing in foreign currency. From January to September 2005, the real appreciated 16.3% against the U.S. dollar, compared to a 1.1% appreciation in the same period of 2004.

 

                  Net loss from derivative instruments used in hedge operations from January to September 2005 of R$ 158 million, compared to a net loss of R$ 100 million from January to September 2004. This variation is due to the real’s appreciation against the U.S. dollar mentioned in the previous item.

 

35



 

      The Company recorded the destination of interest on own capital in substitution of the dividend of fiscal year 2005 as a financial expense of R$ 283 million.

 

We reported a fiscal gain of R$ 96 million.

 

Income Tax and Social Contribution

 

From January to September 2005, CEMIG reported expenses for Income Tax and Social Contribution of R$ 665 million in relation to income of R$ 1,868 before taxes of 36%. From January to September 2004, the Company reported expenses for Net Income and Social Contribution in the amount of R$ 474 million in relation to income of R$ 1,108 million, before taxes of 43%.

 

In 2005, CEMIG had a fiscal gain of R$ 96 million due to the destination of interest on own capital to be paid to shareholders in substitution of the minimum obligatory dividend for fiscal year 2005.

 

36



 

Investment Program

 

Our investment program, laid out in the following table, seeks to expand CEMIG’s generation park and its transmission and distribution networks to the limits permitted by the current regulation of the national electricity sector, as established in the Director Plan. In the coming years, we plan to make investments of more than R$ 1 billion per year, in addition to the Light for Everyone Program (Luz para Todos), which forecasts an annual volume of approximately R$ 700 million in 2005 and 2006.

 

Multi-Year Investment Program

 

Business

 

2004

 

2005

 

2005 to
Sept.

 

2006

 

2007

 

1 - Areas to Expand

 

1,093

 

1,281

 

582

 

1,353

 

1,017

 

Generation

 

495

 

469

 

273

 

125

 

106

 

Transmission

 

69

 

71

 

10

 

131

 

160

 

Subtransmission

 

26

 

82

 

14

 

249

 

193

 

Distribution

 

290

 

553

 

249

 

634

 

209

 

Holding

 

48

 

106

 

36

 

214

 

349

 

Subtotal

 

927

 

1,281

 

582

 

1,353

 

1,017

 

Rosal Energia

 

134

 

 

 

 

 

Subtotal

 

1,061

 

1,281

 

582

 

1,353

 

1,017

 

Other Businesses

 

31

 

 

 

 

 

2 - Special Projects

 

 

337

 

124

 

709

 

 

Luz para Todos (2nd phase) *

 

 

260

 

54

 

709

 

 

Complementary MV-LV Program

 

 

77

 

70

 

 

 

TOTAL (1 + 2)

 

1,093

 

1,618

 

706

 

2,062

 

1,017

 

 


* Funds subsidized for the Luz para Todos Program

 

Cash Flow

 

Generation of cash in the third quarter of 2005 was very strong. We finished the third quarter with R$ 1,297 million in cash, as set out in Table IX.

 

Some statements and assumptions herein are projections based on the point of view and the assumptions of management and involve known and unknown risks and uncertainties. The actual results may be significantly different from those expressed or implied in such declarations.

 

Contact:

Luiz Fernando Rolla

 

 

Investor Relations Officer

 

 

Tel. +55-31-3299-3930

 

 

Fax +55-31-3299-3933

 

 

lrolla@cemig.com.br

 

 

37



 

Chart I

 

Statement of Income (consolidated)

Values in million of Reais

 

 

 

Year to date

 

3rd Q. 2005

 

Year to date

 

3rd Q. 2004

 

2004

 

Net Revenue

 

6.333

 

2.131

 

5.100

 

1.704

 

7.141

 

Operating Expenses

 

(4.406

)

(1.594

)

(3.830

)

(1.286

)

(5.459

)

EBIT

 

1.927

 

537

 

1.270

 

418

 

1.682

 

EBITDA

 

2.371

 

686

 

1.704

 

563

 

2.266

 

Financial Result

 

(20

)

147

 

(149

)

49

 

(281

)

Non-Operating Result

 

(39

)

(19

)

(12

)

1

 

74

 

Income tax, social contribution and deferred income tax

 

(665

)

(219

)

(474

)

(190

)

(602

)

Interest on capital reversal

 

283

 

 

300

 

100

 

510

 

Minoritary interest

 

1

 

 

 

 

2

 

Net Income

 

1.487

 

446

 

935

 

378

 

1.385

 

 

Chart II

 

Operating Revenues (consolidated)

Values in million of Reais

 

 

 

Year to date

 

3rd Q. 2005

 

Year to date

 

3rd Q. 2004

 

2004

 

Retail Sales*

 

6.538

 

2.382

 

6.318

 

2.214

 

8.566

 

TUSD

 

864

 

292

 

 

 

 

Subtotal

 

7.402

 

2.674

 

6.318

 

2.214

 

8.566

 

Wholesale

 

159

 

50

 

30

 

11

 

37

 

Transmission Grid Revenue

 

285

 

108

 

183

 

59

 

244

 

Gas Sales

 

195

 

64

 

332

 

114

 

408

 

Others

 

114

 

36

 

94

 

35

 

134

 

Subtotal

 

8.155

 

2.932

 

6.957

 

2.433

 

9.389

 

Defered Rate Revenue

 

591

 

 

330

 

30

 

359

 

Deductions

 

(2.413

)

(801

)

(2.187

)

(759

)

(2.607

)

Net Revenue

 

6.333

 

2.131

 

5.100

 

1.704

 

7.141

 

 


* in 2004 includes TUSD

 

38



 

Chart III

 

Operating Expenses (consolidated)

Values in million of Reais

 

 

 

Year to date

 

3rd Q. 2005

 

Year to date

 

3rd Q. 2004

 

2004

 

Energy purchased

 

1.188

 

451

 

1.075

 

366

 

1.480

 

Personnel, managers, Board, profit shares

 

694

 

213

 

641

 

196

 

919

 

Depreciation and amortization

 

444

 

149

 

435

 

145

 

584

 

Fuel Consumption Account (CCC)

 

305

 

109

 

219

 

78

 

292

 

Energy Development Account (CDE)

 

220

 

74

 

165

 

64

 

238

 

Charges for use of the basic transmission network

 

557

 

164

 

399

 

161

 

586

 

Outsourced services

 

289

 

113

 

237

 

70

 

333

 

Pension fund (Forluz) - employee post-retirement benefits

 

115

 

38

 

80

 

27

 

107

 

Materials

 

66

 

24

 

64

 

21

 

83

 

Royalties

 

110

 

31

 

67

 

32

 

108

 

Gas bought for resale

 

116

 

40

 

217

 

74

 

260

 

Operational provisions

 

116

 

101

 

90

 

(7

)

159

 

Other expenses, and provision for tariff recomposition

 

186

 

87

 

141

 

59

 

310

 

Total

 

4.406

 

1.594

 

3.830

 

1.286

 

5.459

 

 

Chart IV

Breakdown of electricity sales (consolidated)

 

 

 

No. of consumers
September 30th

 

MWh
September 30th

 

R$ thousand
September 30th

 

 

 

2005

 

2004

 

2005

 

2004

 

2005

 

2004

 

Residential

 

4.905.831

 

4.809.393

 

4.927.351

 

4.884.515

 

2.291.627

 

1.967.825

 

Industrial

 

68.968

 

68.324

 

17.157.543

 

17.222.951

 

2.164.400

 

2.648.056

 

Commercial, services and other

 

536.182

 

528.986

 

2.785.454

 

2.606.594

 

1.120.834

 

921.466

 

Rural

 

407.675

 

383.765

 

1.412.153

 

1.307.811

 

347.563

 

281.629

 

Others

 

56.735

 

55.430

 

1.915.111

 

1.854.255

 

518.266

 

435.839

 

Own consumption

 

771

 

1.322

 

21.389

 

40.107

 

 

 

Subvention for low-income consumers

 

 

 

 

 

 

 

 

 

72.635

 

 

 

Unbilled supply, net

 

 

 

 

 

22.801

 

18.513

 

Wholesale

 

9

 

5

 

958.353

 

307.956

 

68.979

 

19.004

 

Transaction on the MAE

 

 

 

 

 

90.525

 

10.990

 

TOTAL

 

5.976.171

 

5.847.225

 

29.177.354

 

28.224.189

 

6.697.630

 

6.348.074

 

 

39



 

Chart V

 

Financial Result Breakdown

Values in million of Reais

 

 

 

Year to date

 

3rd Q. 2005

 

Year to date

 

3rd Q. 2004

 

2004

 

Financial revenues

 

1.100

 

407

 

772

 

334

 

1.076

 

Revenue from cash investments

 

116

 

60

 

92

 

39

 

137

 

Penalty payments on customer bill arrears

 

51

 

20

 

47

 

19

 

63

 

CRC contract with state of Minas Gerais (interest + inflation correction)

 

128

 

27

 

196

 

68

 

254

 

Monetary variation on the extraordinary tariff recomposition and the RTD

 

625

 

235

 

388

 

138

 

406

 

FX variations

 

204

 

56

 

34

 

34

 

110

 

Other

 

(24

)

9

 

15

 

36

 

106

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

 

 

 

 

Costs of loans and financing

 

(403

)

(149

)

(279

)

(99

)

(374

)

Monetary variation on Extraordinary Tariff Recomposition, and suppliers

 

(124

)

(40

)

(62

)

(25

)

(80

)

FX variations

 

(17

)

(4

)

(20

)

103

 

(25

)

Monetary variations on loans and financings owed

 

(6

)

21

 

(102

)

(51

)

(124

)

CPMF tax

 

(48

)

(20

)

(33

)

(12

)

(49

)

Provisions for losses on hedging

 

(163

)

(62

)

(101

)

(98

)

(160

)

Other

 

(76

)

(6

)

(23

)

(3

)

(35

)

Interest on Equity

 

(283

)

 

(300

)

(100

)

(510

)

Financial Result

 

(20

)

147

 

(148

)

49

 

(281

)

 

Chart VI

 

Related party transactions

Values in million of Reais

 

 

 

State of Minas Gerais
Government

 

 

 

9/30/2005

 

6/30/2005

 

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Customers and distributors

 

 

5

 

Tax Recoverable -

 

 

 

 

 

State VAT recoverable

 

67

 

51

 

Noncurrent assets

 

 

 

 

 

Account receivable from Minas Gerais State

 

1.147

 

1.121

 

Government

 

 

 

 

 

Tax Recoverable -

 

 

 

 

 

VAT recoverable

 

144

 

142

 

VAT recoverable - judicial challenge

 

 

 

 

 

Customers and distributors

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Taxes, fees and charges

 

 

 

 

 

VAT - ICMS payable

 

230

 

216

 

Interest on capital and Dividends

 

140

 

77

 

Long-term liabilities

 

 

 

 

 

Debentures

 

80

 

81

 

 

40



 

Chart VII

 

Share ownership

 

 

 

Number of shares as of september 30, 2005

 

Shareholders

 

Common

 

%

 

Preferred

 

%

 

Total

 

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

State of Minas Gerais

 

36.128.357.399

 

51,0

 

2.771.169.109

 

3,0

 

38.899.526.508

 

24,0

 

Southern Electric Brasil Part. Ltda.

 

23.362.956.173

 

33,0

 

 

 

23.362.956.173

 

14,4

 

Other

 

 

 

 

 

 

 

Local

 

7.255.542.261

 

10,2

 

25.079.885.181

 

27,5

 

32.335.427.442

 

19,9

 

Foreigners

 

4.127.312.090

 

5,8

 

63.428.596.812

 

69,5

 

67.555.908.902

 

41,7

 

Total

 

70.874.167.923

 

100,0

 

91.279.651.102

 

100

 

162.153.819.025

 

100,0

 

 

41



 

Chart VIII

 

BALANCE SHEETS

ASSETS

Values in million of Reais

 

 

 

2005

 

 

 

3rd Qtr

 

2nd Qtr

 

CURRENT ASSETS

 

4.824

 

4.457

 

Cash and cash equivalents

 

1.297

 

971

 

Consumers and Distributors

 

1.321

 

1.293

 

Consumers – Rate adjustment

 

283

 

294

 

Dealership - Energy transportation

 

309

 

293

 

Dealers - Transactions on the MAE

 

204

 

404

 

Tax recoverable

 

301

 

258

 

Materials and supplies

 

36

 

30

 

Prepaid expenses - CVA

 

360

 

417

 

Tax credits

 

176

 

131

 

Regulatory Assets

 

41

 

54

 

Deferred tariff adjustment

 

242

 

116

 

Other

 

254

 

196

 

 

 

 

 

 

 

NONCURRENT ASSETS

 

4.467

 

4.499

 

Account receivable from Minas Gerais State Government

 

1.147

 

1.121

 

 

 

 

 

 

 

Consumers – Rate adjustment

 

1.080

 

1.041

 

Regulatory Assets

 

400

 

341

 

Prepaid expenses – CVA

 

51

 

107

 

Tax credits

 

218

 

230

 

Deferred tariff adjustment

 

 

 

 

 

 

 

 

 

Dealers - Transactions on the MAE

 

328

 

260

 

Recoverable taxes

 

144

 

143

 

Escrow account in connection with litigations

 

96

 

91

 

Consumers and Distributors

 

68

 

71

 

Other receivables

 

17

 

35

 

 

 

 

 

 

 

PERMANENT ASSETS

 

9.709

 

9.352

 

Investments

 

1.000

 

990

 

Property, plants and equipment

 

8.692

 

8.345

 

Deferred charges

 

17

 

17

 

 

 

 

 

 

 

TOTAL ASSETS

 

19.000

 

18.308

 

 

42



 

BALANCE SHEETS

LIABILITIES AND SHAREHOLDERS’ EQUITY

Values in million of Reais

 

 

 

2005

 

 

 

3rd Qtr

 

2nd Qtr

 

CURRENT LIABILITIES

 

3.704

 

3.402

 

Suppliers

 

612

 

723

 

Taxes payable

 

694

 

411

 

Loan, Financing and Debentures

 

984

 

969

 

Payroll and related charges

 

233

 

203

 

Interest on capital and dividends

 

589

 

587

 

Employee post-retirement benefits

 

122

 

121

 

Regulatory charges

 

107

 

103

 

Other

 

363

 

285

 

 

 

 

 

 

 

LONG-TERM LIABILITIES

 

6.820

 

6.876

 

Loan, Financing and Debentures

 

3.671

 

3.545

 

Employee post-retirement benefits

 

1.367

 

1.390

 

Suppliers - wholesale

 

339

 

240

 

Taxes and social charges

 

849

 

1.103

 

Reserve for contingencies

 

468

 

423

 

Other

 

94

 

101

 

Prepaid expenses - CVA

 

32

 

74

 

 

 

 

 

PARTICIPATION IN ASSOCIATE COMPANIES

 

20

 

20

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

8.456

 

8.010

 

Paid-in Capital

 

1.622

 

1.622

 

Capital reserves

 

4.059

 

4.059

 

Income reserves

 

2.775

 

2.329

 

Retained earnings (losses)

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

19.000

 

18.308

 

 

43



 

Chart IX

 

Statement of Income (consolidated)

Values in million of Reais

 

 

 

Year to date

 

Year to date

 

2004

 

Cash at start of period

 

896

 

440

 

440

 

Cash from operations

 

976

 

1.199

 

1.694

 

Net income

 

1.487

 

935

 

1.385

 

Depreciation and amortization

 

444

 

435

 

584

 

Suppliers

 

(41

)

(31

)

(65

)

Deferred tariff adjustment

 

(591

)

-329

 

(359

)

Other adjustments

 

(102

)

189

 

149

 

ICMS (IVA) on TUSD

 

(221

)

 

 

Financing activity

 

366

 

(31

)

(187

)

Financings obtained

 

1.032

 

777

 

1.546

 

Payment of loans and financings

 

(350

)

(799

)

(1.424

)

Other

 

(316

)

(9

)

(309

)

Investment activity

 

(941

)

(599

)

(1.051

)

Investments outside the concession area

 

(49

)

(101

)

(141

)

Investments in the concession area

 

(935

)

(599

)

(1.043

)

Special obligations - consumer contributions

 

43

 

101

 

133

 

Other

 

 

 

 

Cash at the end of period

 

1.297

 

1.009

 

896

 

 

44



 

 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

Listed company – CNPJ 17.155.730/0001-64

MATERIAL ANNOUNCEMENT

 

Cemig (Companhia Energética de Minas Gerais), a company holding a public service concession and listed on the stock exchanges of São Paulo, New York and Madrid, in accordance with its commitment to implement the best corporate governance practices, and in accordance with CVM Instructions 358 of 3 January 2002 and 359 of 22 January 2002, hereby informs its stockholders and the public that the meeting of its Board of Directors held on December 7, 2005, decided as follows:

 

1.             To sign the Fourth Amendment to the Contract to Assign the Outstanding Credit Rights Balance on the CRC (“Results Compensation”) Account (“the CRC Contract”), between Cemig and the state of Minas Gerais, in accordance with the company Strategic Plan for the years 2005–/2035.

 

2.             To authorize: (i) the assignment, by Cemig, to the Receivables Investment Fund (FIDC) being structured by Banco ITAU BBA (“the Fund”), of the credits made up of the installments owed by the State of Minas Gerais under the CRC Contract, for an amount to be established by a valuation opinion approved by the auditor contracted by the Fund, such assignment being subject to the agreement of the State of Minas Gerais; and also (ii) subscription by Cemig of the total of the subordinated units of the Fund, for the amount of the difference between the value of the credits and the value of the total of the senior units.

 

3.             To declare extraordinary dividends, in the amount of R$ 897 million, corresponding to R$ 5.534143888 per thousand shares, to be paid on December 29, 2005, to be paid in a single payment to stockholders whose names are in the Nominal Share Registry on December 22, 2005, for the purposes of Clause 205 of Law 6404/76. We draw attention to the fact that the making of this payment is conditional on homologation, by the Extraordinary General Meeting of Stockholders to be held on December 23, 2005, of the Fourth Amendment to the Contract to Assign the Outstanding Credit Rights Balance on the CRC (Results Compensation) Account, between Cemig and the state of Minas Gerais.

 

4.             To call an Extraordinary General Meeting of Stockholders to be held on December 23, 2005, at 10 a.m., to decide on the signature of the Fourth Amendment to the Contract to Assign the Outstanding Credit Rights Balance on the CRC (Results Compensation) Account, between Cemig and the state of Minas Gerais.

 

5.             To call an Extraordinary General Meeting of Stockholders to be held on December 23, 2005, at 5 p.m., to decide on changes to the company’s bylaws.

 

 

Belo Horizonte, December 7, 2005

 

Flavio Decat de Moura

Chief Financial and Investor Relations Officer

 



 

COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG

 

BRAZILIAN LISTED COMPANY

 

CNPJ 17.155.730/0001-64

 

NOTICE TO STOCKHOLDERS

 

We hereby advise our stockholders that the Meeting of the Board of Directors held on 7 December 2005 decided to distribute extraordinary dividends in the amount of R$ 897,000,000.00 (eight hundred and ninety seven million Reais), corresponding to R$ 5.534143888 per thousand shares, to be paid on December 29, 2005.

 

This benefit will be payable to stockholders whose names are in the Nominal Share Registry on December 22, 2005, for the purposes of Clause 205 of Law 6404/76.

 

The shares will trade ex-dividend on December 23, 2005.

 

The payment is conditional upon homologation, by the Extraordinary General Meeting of Stockholders to be held at 10 a.m. on December 23, 2005, of the Fourth Amendment to the Contract to Assign the Outstanding Credit Rights Balance on the CRC (“Results Compensation”) Account, between Cemig and the state of Minas Gerais. This Amendment was approved by the Board of Directors of Cemig today.

 

A further Extraordinary General Meeting of stockholders will be held on December 23, 2005, at 5 p.m., to decide on changes to the company’s bylaws.

 

We remind stockholders of the importance of updating their registration information. This can be done by visiting any branch of Banco Itaú S.A. (the institution which administers Cemig’s system of registered nominal shares), taking their personal documents with them.

 

 

Belo Horizonte, December 7, 2005

 

Flávio Decat de Moura

Chief Financial and Investor Relations Officer

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

COMPANHIA ENERGETICA DE MINAS
GERAIS – CEMIG

 

 

 

 

 

 

 

By:

/s/ Flávio Decat de Moura

 

 

 

Name:

Flávio Decat de Moura

 

 

Title:

Chief Financial Officer and Investor
Relations Officer

 

Date: December 8, 2005