RELEVANT FACT
CENTRAIS ELÉTRICAS BRASILEIRAS S/A
CNPJ: 00.001.180/0001-26 | NIRE: 533.0000085-9
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Centrais Elétricas Brasileiras S/A (“Company” or “Eletrobras”) (B3: ELET3, ELET5 & ELET6; NYSE: EBR & EBR.B; LATIBEX: XELT.O & XELT.B) hereby informs its shareholders and the market in general, in addition to the information disclosed by the Company in the Relevant Fact dated on August 31, 2018, as follows:
1. On this date, the compliance with all the conditions set forth in Auction Notice No. 2/2018-PPI/PND and its annexes ("Notice"), related to the bidding procedure in the auction mode ("Auction"), was verified for the granting of public electric energy distribution service concession, associated with the transfer of the shareholding control of Centrais Elétricas de Rondônia (“Ceron”) to Energisa S/A ("Buyer"), as follows:
(a) the prior approval by the Administrative Council for Economic Defense - CADE ("CADE"), on September 25, 2018;
(b) the prior consent by National Electric Energy Agency - ANEEL ("ANEEL"), on September 28, 2018;
(c) the realization by Eletrobras, through Ceron shareholders' general meetings, held on October 23 and 29, 2018, of the conversion of debt into share capital, in the total amount of R$ 1,832.90 million, pursuant to Resolution CPPI No. 20/2017 and subsequent amendments;
(d) the assumption by Eletrobras of Ceron's debts and credits, in the amount of R$ 3,847.3 million, pursuant to CPPI Resolution No. 20/2017 and subsequent amendments;
(e) on this date, the financial settlement by the Buyer of the purchase of shares issued by Ceron, the object of the Transaction, in the amount of R$ 45,500.74 (forty-five thousand, five hundred reais and seventy-four cents) to Eletrobras; and
(f) on this date and by the Buyer, the full payment of the remuneration due to B3, as the body responsible for the operationalization of the auction settlement.
2. In compliance with all the conditions of the Notice, Eletrobras transferred to the Buyer, on this date, its common shares issued by Ceron representing approximately 90.00% of Ceron’s total share capital, pursuant to the Purchase and Sale Agreement of Shares and Other Covenants entered into between the Company and the Buyer ("Stock Purchase Agreement"). In addition to the Share Purchase and Sale Agreement, the Company also entered into, on this date, the Ceron Shareholders' Agreement with Buyer;
3. The Buyer also made, on this date, the contribution of R$ 253.8 million to Ceron, in the price of R$ 0.21633448 per share, pursuant to article 170, paragraph 1, item I, of the Companies Act;
4. Pursuant to the Auction Notice and the Shareholders' Agreement concluded, Eletrobras is also entitled, within a period of six months from the present date, to increase its capital in Ceron in order to increase its shareholding in up to 30% in the total share capital of said distribution company;
5. Considering all the foregoing, the Company informs that the privatization process of Ceron has been completed.
Rio de Janeiro, October 30, 2018.
Armando Casado de Araujo
CFO and Investor Relations Officer
This document may contain estimates and forecasts that are not statements of fact that occurred in the past but reflect our management beliefs and expectations and may constitute future events' forecasts and estimates under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words "believe", "may", "estimate", "continue", "anticipate", "intend", "expect" and related words are intended to identify estimates that necessarily involve risks and uncertainties, known or unknown . Known risks and uncertainties include, but are not limited to: general economic, regulatory, political and commercial conditions in Brazil and abroad, changes in interest rates, inflation and value of the Real, changes in volumes and the pattern of use of electricity by consumer, competitive conditions, our level of indebtedness, the possibility of receiving payments related to our receivables, changes in rainfall and water levels in the reservoirs used to operate our hydroelectric plants, our financing and capital investment plans, existing and future government regulations , and other risks described in our annual report and other documents filed with CVM and SEC. Estimates and forecasts refer only to the date they were expressed and we assume no obligation to update any of these estimates or forecasts due to the occurrence of new information or future events. Future results of the Company's operations and initiatives may differ from current expectations and the investor should not rely solely on the information contained herein. This material contains calculations that may not reflect accurate results due to rounding.