EDP - ENERGIAS DO BRASIL S.A. Publicly

EDP - ENERGIAS DO BRASIL S.A.
Publicly-held Company
NIRE 35.300.179.731
CNPJ/MF nº 03.983.431/0001-03
EXTRACT OF THE MINUTES OF THE 134TH MEETING OF THE BOARD OF DIRECTOR
1.
DATE, TIME AND PLACE: Held on March 04, 2009 at 9 AM at Company headquarters at
Rua Bandeira Paulista, no. 530 - 14th floor, Itaim Bibi, São Paulo - SP.
2.
ATTENDANCE: The meeting began with the attendance of the Chairman of the Board of
Directors Mr. António Luis Guerra Nunes Mexia through a video conference call, of the Vice
Chairman of the Board of Directors Mr. António Manuel Barreto Pita de Abreu; and of Board
members Mr. Nuno Maria Pestana de Almeida Alves and of Mr. Ana Maria Machado Fernandes,
both through a video conference call, Francisco Carlos Coutinho Pitella, Francisco Roberto André
Gros, Modesto Souza Barros Carvalhosa, and Pedro Sampaio Malan. The following were also
invited to attend: Drs. Miguel Dias Amaro - Vice President for Management Control and Finance,
and Investor Relations; Miguel Nuno Simões Nunes Ferreira Setas - Vice President for Sales; João
José Gomes de Aguiar - Vice President for Distribution; Luiz Otavio Assis Henriques - Vice
President for Generation; and José Luiz Ribeiro de Carvalho - KPMG Auditores Independentes.
3.
BOARD: The president of the meeting, Mr. António Luis Guerra Nunes Mexia, appointed
Mrs. Andréa Mazzaro Carlos De Vincenti to be the secretary.
4.
RESOLUTION. Among the topics of corporate interest, the Board of Directors' members
resolved on the following
4.1 Approval the Company's financial statements in connection with the year ended on December
31, 2008, jointly with the external independent auditors' report, considering that they reflect
faithfully the Company's economic and financial condition.
4.1.1 The unanimous approval of the capital budget proposal in the amount of
R$ 2,208,046,000.00 (two billion, two hundred and eight million, and forty-six thousand Brazilian
reais) for the 2009 and 2010 years pursuant to article 196, paragraph 2, of the Brazilian Corporate
Law, as amended.
4.1.2 The unanimous approval of the sum of R$ 388,328,945.32 (three hundred and eighty-eight
million, three hundred and twenty-eight thousand, nine hundred and forty-five Brazilian reais, and
thirty-two centavos), which adjusted pursuant to Law no. 11,638/07 by the sum of
R$ 18,066,370.58 (eighteen million, sixty-six thousand, three hundred and seventy Brazilian reais
and fifty-eight centavos) results in the amount of R$ 370,262,574.74 (three hundred and seventy
million, two hundred and sixty-two thousand, five hundred and seventy-four Brazilian reais, and
seventy-four centavos) to be allocated in the following manner:
(a) Creation of a Legal Reserve equal to 5% of the year's adjusted net profit, pursuant to the
Brazilian Corporate Law's Article 193, as amended, totaling R$ 18,513,128.74 (eighteen
million, five hundred and thirteen thousand, one hundred and twenty-eight Brazilian reais,
and seventy-four centavos);
(b) Paying out of dividends totaling R$ 237,270,563.00 (two hundred and thirty-seven million,
two hundred and seventy thousand, and five hundred and sixty-three Brazilian reais),
equal to 67.45% of adjusted net profits, of which: (i) R$ 103,061,000.00 (one hundred and
three million, and sixty-one thousand Brazilian reais), equal to R$ 0.72058042 per
common share as interest on capital and ascribed to dividends, which was subject to a
resolution and the approval at the 131stBoard of Directors' Meeting held on December 23,
2008, "ad referendum" by the General Shareholders' Meeting, payable unadjusted to
holders of Company common shares on the base date of December 30, 2008; and
(ii) R$ 134,209,563.00 (one hundred and thirty-four million, two hundred and nine
thousand, and five hundred and sixty-three Brazilian reais), equal to R$ 0.9383650 per
common share as dividends, payable unadjusted to holders of Company common shares
on the base date of the General Shareholders' Meeting scheduled to be held on April 8,
2009; and
(c)
Allocation of the remaining balance in the amount of R$ 114,478,883.00 (one hundred
and fourteen million, four hundred and seventy-eight thousand, eight hundred and eightythree Brazilian reais), to Retained Earnings for investment purposes pursuant to the
capital budget approved as per item 4.1.1 above.
4.1.2.1 The dividends mentioned in item "b", above shall be paid to the shareholders within
sixty (60) days counted as from the date of the General Shareholders' Meeting.
4.1.3Then, the proposal was for approval of this topic by the Shareholders.
4.2Finally, the members of the Board of Directors unanimously approved the contracting of KPMG
Auditores Independentes, as Independent Auditors for the year 2009.
Andréa Mazzaro Carlos De Vincenti
Secretary of the Board