Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____.
CPFL ENERGIA S.A.
Publicly Held Company
Corporate Taxpayer ID. (CNPJ). 02.429.144/0001-93 – Company Registry (NIRE)
353.001.861-33
MINUTES OF THE 258TH MEETING OF THE BOARD OF DIRECTORS
HELD ON DECEMBER 23, 2014
1. DATE, TIME AND PLACE: On December 23, 2014, at 2:00 p.m., the meeting was held via conference call, pursuant to paragraph 1, article 17 of the Bylaws of CPFL Energia S.A. (“CPFL Energia” or “Company”), located at Rua Gomes de Carvalho, nº 1510º, 14o andar, conjunto 142, in the city and state of São Paulo.
2. CALL NOTICE: The meeting was called pursuant to paragraph 3, article 17 of the Company’s Bylaws.
3. ATTENDANCE: All the members of the Board of Directors (“Board”).
4. PRESIDING BOARD: Chairman – Murilo Cesar L. S. Passos and Secretary – Gisélia Silva.
5. AGENDA: To decide and vote on increasing the capital stock of the subsidiary CPFL Eficiência Energética S.A. (“CPFL ESCO”).
6. DECISION TAKEN BY UNANIMOUS VOTE:
The reading of the Agenda was waived since all those present were aware of its contents. The directors also resolved that these minutes be drawn up in summary form, with the right to submit opinions and dissensions, which will be filed at the head office of the Company, and the publication of these minutes as an extract without the signatures of the directors.
After examining and discussing the item on the Agenda, the Board took the following resolution:
Approved, pursuant to item “r” of Article 17 of the Bylaws of the Company and Executive Board Resolution no. 2014135-E, (i) increasing the capital stock of CPFL ESCO by three hundred sixty million reais (R$ 360,000,000.00) through the issue of three hundred sixty million (360,000,000) registered, book-entry common shares with no par value, to be subscribed to and paid by CPFL Energia; and (ii) amending Article 5 of the Bylaws of CPFL ESCO to reflect the new capital amount, which will increase from forty-eight million, one hundred sixty-three thousand, five hundred ten reais and sixty-five centavos (R$ 48,163,510.65), divided into forty-eight million, one hundred sixty-three thousand, five hundred ten (48,163,510) registered, book-entry common shares with no par value, to four hundred eight million, one hundred sixty-three thousand, five hundred ten reais and sixty-five centavos (R$ 408,163,510.65), divided into four hundred eight million, one hundred sixty-three thousand, five hundred ten (408,163,510) registered, book-entry common shares with no par value, recommending to the Company’s representatives at the Annual Shareholders Meeting of CPFL ESCO to vote in favor of the resolution to increase the capital stock and subsequent amendment to the Bylaws.
CPFL ENERGIA S.A.
Publicly Held Company
Corporate Taxpayer ID. (CNPJ). 02.429.144/0001-93 – Company Registry (NIRE)
353.001.861-33
7. CLOSURE: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up, read, approved and signed by the Directors present and by the Secretary. Murilo Cesar L. S. Passos – Chairman, Renê Sanda, Claudio B. Guedes Palaia, Francisco Caprino Neto, Deli Soares Pereira, Carlos Alberto Cardoso Moreira, Maria Helena S. F. de Santana and Gisélia Silva – Secretary.
I certify that this is an extract from the original minutes recorded in the minutes book.
Gisélia Silva
Secretary
CPFL ENERGIA S.A. | ||
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By: |
/S/ GUSTAVO ESTRELLA
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Name: Title: |
Gustavo Estrella Chief Financial Officer and Head of Investor Relations |
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