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PR Rua da Quitanda, 196 –24º 20091-005 Rio de Janeiro - RJ Phone #: (21) 2514-6001
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EXCERPT OF THE MINUTES OF THE 2787th MEETING OF THE EXECUTIVE BOARD OF CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS, HELD ON APRIL 27, 2018.
NIRE (Corporate Registration Identification Number) 53300000859/CNPJ (Brazilian Registration of Legal Entities) no. 00001180/0001-26
This is to certify for all due intents and purposes that on April 27, 2018, the Chairman WILSON FERREIRA JR., the Officers LUCIA MARIA MARTINS CASASANTA, HENRIQUE HAMANN, ARMANDO CASADO DE ARAUJO, ANTÔNIO VAREJÃO DE GODOY, JOSÉ ANTONIO MUNIZ LOPES voted, via electronic vote, on the following matter. Resolution: RES-319/2018. Eletrobras’ assumption of debts of its power distribution subsidiaries towards Petrobras, considering the limits defined by resolutions 20/2017 and 28/2017, to implement the decision of shareholders at the 170th AGE of Eletrobras. The Executive Board of Centrais Elétricas Brasileiras SA - Eletrobras, exercising the duties conferred upon it, and based on the terms of the Report to the Executive Board No. DF-033, dated 04.27.2018, after examination and analysis of the matter, RESOLVED to approve and refer the following proposal to the Board of Directors: 1. execution by Eletrobras, as intervening party and guarantor of the instruments that renegotiate the debt of Distribution Companies towards Petrobras and BR Distribuidora - Amendments to CCDs 2014, as per the drafts attached hereto; 2. consent to posting of securities, by Distribution Companies Amazonas Energia and Ceron, from credits to which these companies are entitled under MP 814 (Amazonas D) amounting to BRL 3.5 billion and CCC (Ceron) reimbursements amounting up to BRL 1.7 billion; 3. execution by Eletrobras, as intervening party, of debt confession instruments of distribution companies towards Petrobras and BR Distribuidora – CCD 2018 and guarantor of such instruments until the control of these Distribution Companies is changed, subject their successful privatizations and as per the drafts attached hereto; 4. execution by Eletrobras, as debtor, of instruments of Debt Assumption towards Petrobras and BR Distribuidora, with posting of security interest, namely: Treasury credits amounting to BRL 3.5 billion, CCC credits amounting up to BRL 1.7 billion, receivable from the agreement executed with Eletropaulo of up to BRL 1.4 billion and flow from loan agreements executed with its subsidiaries of up to BRL 5.08 billion, subject to the process of privatization of EDEs, as per the drafts attached hereto; 5. delegate powers to the Executive Board of Eletrobras to approve the definitive security instruments related to this operation, provided that they refer to the securities presented in the item above; 6. consider the activities created by Resolution 656/2017 closed; 7. approve the measures required to request a waiver from Eletrobras’ creditors; 8. determine that the Chairmanship - PR, the Financial and Investor Relations Board - DF, the Distribution Board - DD, the General Office - PRGS and the Governance Office of the Board of Directors - CAAS adopt, within their respective scope of actions, the measures necessary for compliance with this Resolution. Without further issues to consider, the Chairman closed the works, ordering the issuance of this certificate, which after read and approved was signed and issued by me, CLAUDIA LEITE TEIXEIRA CASIUCH, Secretary. The other resolutions that took place at this meeting were omitted in this certificate, since they refer to interests which are merely internal to the Company, which is a legitimate cautionary measure, supported by the duty of secrecy of the Management, according to the head provision under Article 155 of Law No. 6.404 (Corporations Act), thus being out of the scope of the rule set out under Paragraph 1 of Article 142 of said Act. (sign.) Chairman: WILSON FERREIRA JR.; Officers: LUCIA MARIA
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