minutes of extraordinary general shareholders' meeting - 09.11.2013

7/29/2019 Minutes of Extraordinary General Shareholders' Meeting - 09.11.2013

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MPX ENERGIA S.A.

CNPJ/MF (Taxpayer Registration Number): 04.423.567/0001-21NIRE (Company Registration Number): 33.3.0028402-8

(Publicly Held Company)

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS´ MEETING HELD ON

SEPTEMBER 11TH, 2013

I. DATE, TIME AND PLACE: On September 11th, 2013, at 05:30 p.m., at Praia do

Flamengo, nº 66, 9th

floor, Rio de Janeiro – RJ.

II. CALL: Call notices published in Diário Oficial do Estado do Rio de Janeiro, on

August 27th, 28th and 29th, 2013 (pages 13, 16 e 12 respectively) and in Diário

Mercantil on August 27th, 28th and 29th, 2013 (pages 02, 09 e 02, respectively), in

accordance with the provisions of Article 124, item II of Law 6.404/76, as amended.

III. ATTENDANCE: Shareholders representing more than 2/3 of the voting capital of

MPX Energia S.A. (“Company”), pursuant to the Shareholders´ Attendance Book, as

well as Mr. Alexandre Americano, Officer of MPX. Once the required quorum was

confirmed, the Meeting was declared to have been legally convened.

IV. CHAIR: In accordance with Article 26, Paragraph One of the Company´s Bylaws

and with Article 128 of Law 6.404/76, the attending shareholders unanimously and

without reservations chose Mr. Alexandre Americano to act as chairman of the Meeting

who, in turn, invited Ms. Julia Caulliraux Martinelli to carry out the duties of Secretary.

V. AGENDA: (i) Approve the amendment of the Bylaws to change the Company’ s

name; and (ii) Elect new member of the Company’s Board of Directors.

VI. RESOLUTIONS: The shareholders resolved to:

(i) By majority, abstentions duly noted, approve, the change on the Company’s name,

from MPX Energia S.A. to ENEVA S.A., and amendment and consolidation of the

Company’s Bylaws, as attached as Annex I hereto.



(ii) By majority, abstentions duly noted, approve the election of Mr. Joel Mendes

Rennó Jr., for a period of two (2) years until the date of the Company’s Ordinary

General Meeting in 2015. The Board of Directors of the Company shall have the

following composition:

- ELIEZER BATISTA DA SILVA, Brazilian, married, engineer, ID card n. 02.314.419-

9 (IFP/RJ), enrolled with the Taxpayers’ Registration under n. 607.460.507-63,

residing and domiciled in the City and State of Rio de Janeiro, with offices at Praça

Mahatma Gandhi 14, 23rd floor, as Member of the Board of Directors;

- LUIZ DO AMARAL DE FRANÇA PEREIRA, Brazilian, married, civil engineer, ID

card n. 02.849.359-1 (IFP/RJ), enrolled with the Taxpayers’ Registration under n.

014.707.017-15, residing and domiciled in the City and State of Rio de Janeiro, with

offices at Praça Mahatma Gandhi 14, 23rd floor, as Member of the Board of Directors;

- JOEL MENDES RENNÓ JR., Brazilian, single, lawyer, ID card n. czo36919, enrolled

with the Taxpayers’ Registration under n. 088.339.217-86, residing and domiciled in

the City and State of Rio de Janeiro, with offices at Praça Mahatma Gandhi 14, 23rd

floor, as Member of the Board of Directors;

- JOSÉ LUIZ ALQUÉRES, Brazilian, married, engineer, ID card nº 1.688.939-IFP/RJ

and enrolled with the Taxpayers’ Registration under nº 027.190.707-00, residing and

domiciled in the City and State of São Paulo, at Alameda Lorena, nº 1160/92, as

Independent Member of the Board of Directors (as such term is defined in the Listing

Regulations of the Novo Mercado of BM&FBovespa);

- RICARDO LUIZ DE SOUZA RAMOS, Brazilian, married, mechanical engineer, ID

card n. 04.414.139-8 (SSP/RJ), enrolled with the Taxpayers’ Registration under n.

804.112.237-04, residing and domiciled in the City and State of Rio de Janeiro, with

offices at Av. Chile 100, 9th floor, Centro, City and State of Rio de Janeiro, as Memberof the Board of Directors;



- STEIN DALE, Norwegian citizen, married, business administrator, passport n.

28605707, domiciled in E.ON Platz 1, 40479, Düsseldorf, as Member of the Board of

Directors;

- JØRGEN KILDAHL, Norwegian citizen, married, economist, passport nº 25045060,

domiciled in E.ON Platz 1, 40479, Düsseldorf, as the Chairman of the Board of

Directors;

- KEITH PLOWMAN, British citizen, married, economist, passport nº 801463073,

domiciled in E.ON Platz 1, 40479, Düsseldorf, as Member of the Board of Directors.

The Chairman of the Shareholders’ Meeting informed that he had obtained from the

member of the Board of Directors herein elected confirmation that he has not incurred

any of the crimes set forth in applicable law, that would prohibit such persons from

carrying out commercial activities, especially those set forth in article 147 da Law

6,404/76, regulated by the CVM.

VII. RECORDING OF THE MINUTES: The recording of these minutes in summary

form was approved, pursuant to paragraphs one and two of article 130 of Law 6,404,

dated December 15, 1976, and publication of the Minutes with omission of the

signatures of the shareholders was authorized.

VIII. CLOSING: As there was nothing further to be discussed, the Meeting was closed

after drafting of these Minutes, which were read, approved and signed by all attending

shareholders. Signatures: Chair: Alexandre Americano, Chairman and Julia Caulliraux

Martinelli, Secretary.

IX.ATTENDING SHAREHOLDERS: CENTENNIAL ASSET MINING FUND LLC (p. p.

Pedro Borba); CENTENNIAL ASSET BRAZILIAN EQUITY FUND LLC (p. p. Pedro Borba);

EIKE FUHRKEN BATISTA (p. p Pedro Borba); DD BRAZIL HOLDINGS S.À.R.L. (p.p.

Érico Lopes Tonussi); DD BRAZIL HOLDINGS SÀRL (p. p. Érico Lopes Tonussi);

ALEXANDRE AMERICANO; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND;

ALASKA PERMANENT FUND; AMUNDI ACTIONS EMERGENTS; AMUNDI FUNDS;



BELLSOUTH CORPORATION RFA VEBA TRUST; BEST INVESTMENT CORPORATION;

BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND;BLACKROCK

INSTITUTIONAL TRUST COMPANY, N.A.; CAISSE DE DEPOT ET PLACEMENT DU

QUEBEC; CF DV EMERGING MARKETS STOCK INDEX FUND; COLLEGE RETIREMENT

EQUITIES FUND;COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES´

RETIREMENT SYSTEM;COMMONWEALTH SUPERANNUATION CORPORATION;

DOMINION RESOURCES, INC. MASTER TRUST; EATON VANCE PARAMETRIC

STRUCTURED EMERGING MARKETS FUND; EATON VANCE PARAMETRIC TAX-

MANAGED EMERGING MARKETS FUND; EATON VANCE TRUST CO COMMON TRUST

FUND - PARAMETRIC STRUCTURED EMERGING MARKETS EQUITY COMMON TRUST;

EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY

INDEX PLUS FUND; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS EX-

CONTROVERSIAL WEAPONS EQUITY INDEX FUND B; EMERGING MARKETS INDEX

NON-LENDABLE FUND; EMERGING MARKETS INDEX NON-LENDABLE FUND B;

EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTNERS, L.P.;

EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND;FDA 21; FIDELITY SALEM

STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FIDELITY SALEM

STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND; FIDELITY SALEM

STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND; FLEXSHARES MORNINGSTAR

EMERGING MARKETS FACTOR TILT INDEX FUND; FORD MOTOR COMPANY DEFINED

BENEFIT MASTER TRUST; GRD21; HAND COMPOSITE EMPLOYEE BENEFIT TRUST;

ILLINOIS STATE BOARD OF INVESTMENT; ISHARES II PUBLIC LIMITED COMPANY;

ISHARES III PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL (FREE) INDEX FUND;

ISHARES MSCI BRIC INDEX FUND; ISHARES MSCI EMERGING MARKETS INDEX FUND;

ISHARES PUBLIC LIMITED COMPANY; JNL/MELLON CAPITAL EMERGING MARKETS

INDEX FUND; JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND;

JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST

B; LVIP BLACKROCK EMERGING MARKETS INDEX RPM FUND;MANAGED PENSION

FUNDS LIMITED; MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT

FUND PLAN; MICROSOFT GLOBAL FINANCE; MINISTRY OF STRATEGY AND

FINANCE;NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL PENSION

SERVICE; NAV CANADA PENSION PLAN; NEW YORK STATE TEACHER`S RETIREMENT

SYSTEM; NEW ZEALAND SUPERANNUATION FUND; NORGES BANK; NORTHERN TRUST

INVESTMENT FUNDS PLC; NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND;

NZAM EM8 EQUITY PASSIVE FUND; PANAGORA GROUP TRUST; PARAMETRIC

STRUCTURED ABSOLUTE RETURN PORTFOLIO; PICTET - EMERGING MARKETS INDEX;PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; PUBLIC EMPLOYEE



RETIREMENT SYSTEM OF IDAHO; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO;

PYRAMIS GLOBAL EX U.S. INDEX FUND LP; RARE EMERGING MARKETS FUND; RARE

INFRASTRUCTURE GLOBAL VALUE FUND L.P.; RARE INFRASTRUCTURE VALUE FUND –

HEDGED; RARE INFRASTRUCTURE VALUE FUND UNHEDGED; REGIME DE RETRAITE

DU PERSONNEL DES CPE ET DES GARDERIES PRIVEES CONVENTIONNEES DU

QUEBEC; RENAISSANCE GLOBAL INFRASTRUCTURE FUND; SBC MASTER PENSION

TRUST; SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND; STATE

OF CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; STATE STREET BANK AND

TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STATE

STREET EMERGING MARKETS; STICHTING DEPOSITARY APG EMERGING MARKETS

EQUITY POOL; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT

SYSTEM OF THE STATE OF ILLINOIS; THE BANK OF KOREA; THE BOEING COMPANY

EMPLOYEE RETIREMENT PLANS MASTER TRUST; THE PENSION RESERVES

INVESTMENT MANAGEMENT BOARD; THE SEVENTH SWEDISH NATIONAL PENSION

FUND - AP 7 EQUITY FUND; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS

EQUITY INDEX FUND; UPS GROUP TRUST; VANGUARD EMERGING MARKETS STOCK

INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF

VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; VANGUARD FUNDS PUBLIC

LIMITED COMPANY; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL

INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS;

VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD

INTERNATIONAL EQUITY INDEX FUNDS; VERIZON MASTER SAVINGS TRUST; WHEELS

COMMON INVESTMENT FUND (p.p. Christiano Marques de Godoy).

-I hereby certify that these Minutes are a true and correct copy of the Minutes of the

Extraordinary Shareholders’ Meeting of MPX Energia S.A.,

held on September 11th, 2013, recorded in the relevant corporate book and signed by

all those in attendance.-

Rio de Janeiro, September 11th, 2013.

____________________________________________

Julia Caulliraux Martinelli

Secretary

minutes of extraordinary general shareholders' meeting - 09.11.2013

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