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MINISTRY OF MINES AND ENERGY

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

(Public company)

CNPJ No. 00.001.180/0001-26

CALL NOTICE

59^th Annual Shareholders’ Meeting

 

The company hereby calls the Shareholders of Centrais Elétricas Brasileiras S.A. - Eletrobras (“Company”) to meet at the Company’s headquarters, in Brasília, Distrito Federal, Setor Comercial Norte, Quadra 06, Conjunto A, Bloco A, 6th floor, part, Ed. Venâncio 3000, Asa Norte, Zip Code 70716-900, on April 29, 2019, at 2 p.m., at the Annual Shareholders’ Meeting to deliberate on the following Agenda:

 

1.    To take the Management's accounts, examine, discuss and vote on the Management Report and the Company's Complete Financial Statements, related to the fiscal year ended on December 31, 2018;

2.    To deliberate on the proposal of the Company’s management for distribution of the results related to the year ending on December 31, 2018;

3.    To elect the members of the Board of Directors of the Company and appoint, among the elected members, the Chairman;

4.    To elect the members of the Fiscal Council and their respective alternates; and

5.    To set the global remuneration of the Managers, members of the Company’s Fiscal Council and Audit and Risk Statutory Committee;

 

Pursuant to paragraph one of article 126 of the Brazilian Corporations Law and the decision of I. the CVM Board in CVM case RJ-2014/3578, on November 4, 2014, a shareholder may be represented at the general meeting: (i) if an individual, by a proxy appointed less than 1 (one) year ago (which is a shareholder, manager of the Company or lawyer duly registered under the Brazilian Bar Association); (ii) if a legal entity, by its legal representatives or by a proxy appointed in accordance with its corporate documents and in accordance with the Brazilian Civil Code; and (iii) if an investment fund, by its administrator and/or manager, or by a proxy 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 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 General Meeting hereby called, the shareholder may exercise the voting right by means of the completion and delivery of the Remote Voting Ballot (“Voting Ballot”) made available by the Company on the Company's websites (www.eletrobras.com/ir) and the Brazilian Securities and Exchange Commission – CVM website (www.cvm.gov.br) and the B3 S.A. – Brasil, Bolsa, Balcão (“B3”) website (www.b3.com.br).

 

Pursuant to article 141 of the Brazilian Corporation Law and Articles 1 and 3 of CVM Instruction 165, dated December 11, 1991, as amended, the Shareholders representing at least 5% (five percent) of the capital stock voter of the Company may request the adoption of the multiple vote process for the election of the members of the Company's Board of Directors, provided that the

 

legal deadline of 48 (forty eight) hours prior to the date of the Ordinary General Meeting is observed called.

 

The Shareholder or its legal representative, in order to ensure admission to the General Meeting, pursuant to article 5 of CVM Instruction 481, shall submit the following documents:

 

·       Official ID card with photo;

 

·       Certified photocopy of the latest corporate document (bylaws or articles of association), in the case of a legal entity;

 

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

 

·        The original shareholding position statement, provided by the depositary institution or custody, identifying the condition of shareholder.

 

Pursuant to the first paragraph of article 19 of the Company's Bylaws, it is requested that documents evidencing the condition of shareholder and its representation be submitted within 72 (seventy-two) hours before the Annual Shareholders’ Meeting called, at the Superintendence of Investor Relations - DFR, Market Information Department - DFRM, at Rua da Quitanda, nº. 196 – 9th floorr, 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. It will be admitted at the Annual Shareholders' Meeting called, however, to all shareholders who appear with the necessary documentation to participate in the conclave.

 

The resolutions at the Annual Shareholders’ Meetings 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 Superintendence of Investor Relations - DFR, Market Information Department - DFRM, at Rua da Quitanda, nº. 196 – 9th floor, in the city of Rio de Janeiro, RJ and at the Company websites (www.eletrobras.com/ir), Brazillinan Securities Commission - CVM (www.cvm.gov.br) and B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br), to the entire documentation related to the business which shall be addressed at the Annual Shareholders’ Meeting , under the terms of Article 133, Paragraph 1 of the Brazilian Corporations Law and Article 9 of CVM Instruction 481.

 

 

Brasília, March 27, 2019.

 

José Guimarães Monforte

Chairman of the Board of Directors

 

 

 

 

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
By:	/S/ Elvira Baracuhy Cavalcanti Presta
	Elvira Baracuhy Cavalcanti Presta CFO and Investor Relations Officer