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MINISTRY OF MINES AND ENERGY

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

(Publicly company)

CNPJ. No. 00.001.180/0001-26

CALL NOTICE

172^nd Extraordinary General Meeting

 

The company hereby convenes the Shareholders of Centrais Elétricas Brasileiras - Eletrobras S.A. - Eletrobras (“Company”) to meet at the Company’s registered office, in Brasília, Distrito Federal, Setor Comercial Norte, Quadra 06, Conjunto A, Bloco A, 6º e 8º floors, parte, Ed. Venâncio 3000, Asa Norte, CEP 70716-900, on September 24, 2018, at 2 p.m., at the Extraordinary General Meeting to deliberate on the following Agenda:

 

1. To approve the sale of Eletrobras' total shareholding in the Specific Purpose Company - Santa Vitória do Palmar Holding S.A., equivalent to 78.00% (seventy-eight percent) of the capital stock of said company, for a minimum price of R$ 634,564 thousand, provided that the private partner Brave Winds Geradora S.A. carries out the joint sale when the auction is held at B3 S.A. - Brasil, Bolsa, Balcão;

      

2. To approve the sale of Eletrobras' total shareholding in the Specific Purpose Company – Eólica Hermenegildo I S.A., equivalent to 99.99% (ninety-nine and ninety-nine hundredths percent) of the capital stock of said company, at the minimum price of R$ 43,374 thousand;

 

3. To approve the sale of Eletrobras' total shareholding in the Specific Purpose Company - Eólica Hermenegildo II S.A., equivalent to 99.99% (ninety-nine and ninety-nine hundredths percent) of the capital stock of said company, at the minimum price of R$ 43,833 thousand;

 

4. To approve the sale of Eletrobras' total shareholding in the Specific Purpose Company - Eólica Hermenegildo III S.A., equivalent to 99.99% (ninety-nine and ninety-nine hundredths percent) of the capital stock of said company, for the minimum price of R$ 18,877 thousand;

 

5. To approve the sale of Eletrobras' total shareholding in the Specific Purpose Company - Eólica Chuí IX S.A.,  equivalent to 99.99% (ninety-nine and ninety-nine hundredths percent) of the capital stock of said company, at the minimum price of R$ 12,688 thousand; and

 

6. To approve the sale of Eletrobras' total shareholding in the Special Purpose Company - Uirapuru Transmissora de Energia S.A., equivalent to 75.00% (seventy-five percent) of the capital stock of said company for the minimum price of R$ 87,100 thousand.

 

Pursuant to paragraph one of article 126 of the Corporation Law and the decision no. 1 of the CVM Board in CVM case RJ-2014/3578, on November 4, 2014, a shareholder may be represented at the general meeting: (i) if by an individual, by an attorney appointed less than 1 (one) year ago (which is a shareholder, manager of the Company or attorney duly registered under the Brazilian Bar Association); (ii) if by a legal entity, by its legal representatives or by an attorney appointed in accordance with its Corporate Articles and in accordance with the Brazilian Civil Code; and (iii) if by an investment fund, by its administrator and/or manager, or by an attorney appointed in accordance with its corporate documents and in accordance with the Brazilian Civil Code rules.

 

Subject to the procedures set forth in CVM Instruction No. 481, of December 17, 2009, as amended ("CVM Instruction 481"), in the Company's Reference Form and the instructions contained in the Management Proposal for the Extraordinary General Meeting hereby called, the shareholder may exercise the right to vote by completing and delivering the distance voting ballot ("Voting Ballot") made available by the Company at the Company's websites (www.eletrobras.com/ri) and that of the Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br).

 

 

 

 

 

 

 

 

The Shareholder or its legal representative, in order to ensure admission to the Extraordinary General Meeting, pursuant to article 5 of CVM Instruction No. 481, shall submit the following documents:

 

 

·       Official ID card with photo;

 

·       Authenticated photocopy of the updated Articles (Corporate Bylaws or Social Contracts), in the case of a legal entity;

 

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

 

·        Original copy of the extract of shareholder status provided by the depository or custodial institution, identifying its status as a shareholder.

 

Pursuant to the first paragraph of article 19 of the Corporate Bylaws, it is requested that documents evidencing the condition of shareholder and its representation be submitted within 72 (seventy-two) hours before the Extraordinary General Meeting convened at the Investor Relations Superintendence - DFR, Market Relations Department - DFRM, at Avenida Presidente Vargas, no. 409 - 9th Floor, in the city of Rio de Janeiro, State of Rio de Janeiro, during the time from 8 a.m. to 12 p.m. and 2 p.m. to 5 p.m. The shareholders who attend it, presenting the required documentation, shall participate in the Extraordinary General Meeting summoned hereunder.

 

Resolutions at the Extraordinary General Meeting now convened shall be passed by a majority of votes, and each shareholder's vote shall be proportional to its shareholding in the Company's share capital.

 

The shareholders shall have access, at the Investor Relations Superintendence - DFR, Market Relations Department – DFRM, at Av. Presidente Vargas, no. 409 - 9th Floor, in the city of Rio de Janeiro, State of Rio de Janeiro, and at the Company websites (www.eletrobras.com/ri), Brazilian Securities and Exchange Commission - CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (www.bmfbovespa.com.br), to the entire documentation connected to the matter which shall be addressed at the Extraordinary General Meeting, under the terms of the Corporation Law and CVM Instruction 481.

 

 

 

 

Brasília, August 22, 2018.

 

José Guimarães Monforte

Chairman of the Board of Directors

 

 

 

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
By:	/S/ Armando Casado de Araujo
	Armando Casado de Araujo Chief Financial and Investor Relation Officer