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MINISTRY OF MINES AND ENERGY

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRAS

(Publicly traded company)

CNPJ. nº 00.001.180/0001-26

NOTICE TO CONVENE

56th Annual General Meeting

 

 

We hereby invite the Shareholders of Centrais Elétricas Brasileiras S.A  - Eletrobras (“Company”) to meet at the Company’s headquarters, in Brasília, Setor Comercial Norte, Quadra 04, Bloco “B,” No. 100, Room 203 of Edifício Centro Empresarial VARIG – Brasília – FD, on April 29, 2015, at 2:00 p.m., in a Annual General Meeting which shall take place upon first notification with the presence of shareholders representing at least 25% (twenty-five percent) of the voting capital of the Company, to decide on the following Order of the Day:

 

1. Examine, discuss, and vote on the Company’s Complete Financial Statements, for the year ended on December 31, 2015;

 

2. Deliberate on management’s proposal for allocating the result for the year ended on December 31, 2015, with the use of the capital reserve to absorb the amount relating to the account of accumulated losses for the year, that exceeded the profit reserves, as item I of Article 200 of Federal Law 6,404/1976, as amended ("Law of Corporations");

 

3. Elect the members of the Board of Directors and appoint, among the members elected, its Chairman;

 

4. Elect the members of the Fiscal Council and respective alternates; and

 

5. To establish the remuneration of the members of the Board of Directors, Executive Board and Fiscal Council.

 

Under the terms of the paragraph of Article 126 of the Corporate Law and the decision of the CVM in proceeding CVM RJ2014/3578, on  November 04, 2014, shareholders may be represented in the general meeting: (i) if a natural person, by a proxy established at least 1 (one) year in advance (who is a shareholder, director of the Company, or an attorney properly registered in the lists of the Order of Attorneys of Brazil), (ii) if a legal person, through its legal representatives or through a proxy named under the terms of its articles of organization and according to the rules of the Brazilian Civil Code, (iii) if an investment fund, by its director and/or manager, or by a proxy named under the terms of its articles of organization and according to the rules of the Brazilian Civil Code.

 

Shareholders, or his legal representative, shall present the following documents to ensure admission into the Meeting (Art. 5th of CVM Instruction No. 481, of December 17, 2009) as amended (“Instruction CVM 481”),:

 

An official identification document with a photo;

 

An authenticated copy of the updated articles of organization (corporate bylaws or articles of incorporation), in case of a legal person;

 

 

Original or authenticated photocopy of a power of attorney granted by the shareholder; and

 

Original copy of the statement of shareholdings provided by the depositary institution or by the custodian, identifying the status as shareholder.

 

 

Under the terms of the sole paragraph of Article 43 of the Company’s Bylaws, the delivery of the documents proving the status of shareholder and agency is requested at least 72 (seventy-two) hours prior to the time the mentioned Annual General Meeting, at the Investor Relations Department – DFR, Market Information Division – DFRM, at Avenida Presidente Vargas, No. 409 – 9th Floor, in the city of Rio de Janeiro, State of Rio de Janeiro, from 8:00 a.m. to noon and from 2:00 pm to 5:00 pm.  However, all shareholders who appear with the documentation needed to participate in the meeting shall be allowed to attend the Annual General Meeting hereby noticed.

 

As stipulated in Article 141 of the Corporate Law and Articles 1 and 3rd of CVM Instruction No. 165, of  December 11, 1991, as amended, Shareholders representing at least 5% (five percent) of the voting capital of the Company may request the adoption of the cumulative voting process for the election of the members of the Company’s Board of Directors, provided that the legal time frame of 48 (forty-eight) hours in advance of the date the Annual General Meeting hereby noticed is held, is met.

 

Decisions shall be taken in the Annual General Meeting hereby noticed by a majority vote, the vote of each shareholder being proportional to his interest in the capital stock of the Company.

 

The Company clarifies that considering the provisions of Article 11 of CVM Instruction No. 561, of April 7, 2015, as amended by CVM Instruction 570, of November 18, 2015, exercising the option provided for in the mentioned regulation, will not offer to the General Meeting hereby convened mechanism to vote online.

 

Pursuant to Art. 133, § 1 of the Corporate Law and Art. 9th of CVM Instruction No. 481, of  December 17, 2009, as amended, all documentation pertaining to the matters which shall be decided by the Annual General Meeting will be available to shareholders at the Investor Relations Department – DFR, Market Information Division – DFRM, at Avenida Presidente Vargas, No. 409 – 9th Floor, in the city of Rio de Janeiro, State of Rio de Janeiro, and on the websites of the Company (www.eletrobras.com/elb/ir), and the Comissão de Valores Mobiliários – CVM (www.cvm.gov.br).

 

 

Brasília, March 30, 2016.

 

 

Wagner Bittencourt de Oliveira

Chairman of the Board of Directors

 

 

 

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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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