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MINISTRY OF MINES AND ENERGY

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

(Publicly traded company)

CNPJ No. 00001180/0001-26

NOTICE OF MEETING

 

163^rd Extraordinary Shareholders' Meeting

 

 

We hereby invite the shareholders of Centrais Elétricas Brasileiras S.A. (Eletrobras) to meet at the Company's headquarters, in Brasília, Setor Comercial Norte, Quadra 04, Bloco “B”, No. 100, Sala (Room) 203 in Edifício Centro Empresarial VARIG – Brasília – DF, on August 31, 2015, at 10 am, for an Extraordinary Shareholders' Meeting, to discuss the following Agenda:

 

1. Election by the controlling shareholder of a member for the Board of Directors to replace Willamy Moreira Frota, under Section I of Article 17 of the Company’s Bylaws;

 

2. Election of a member for the Fiscal Council to replace Ricardo de Paula Monteiro, and his respective alternate, replacing Mr. Hugo Leonardo Gosmann under Article 36 of the Company's Bylaws.

 

Under the terms of the paragraph of Article 126 of Federal Law No. 6404/1976, as amended ("Corporate Law") and the decision of the I. Collegiate of the CVM in the process CVM RJ2014/3578, issued on November 4, 2014, shareholders may be represented at the Extraordinary Shareholders' Meeting: (i) if an individual, by a proxy appointed less than 1 (one) year ago (whether a shareholder, officer of the Company or attorney registered with the Order of Attorneys of Brazil), (ii) if a legal entity, by its legal representatives or a proxy appointed in accordance with its articles of organization and the rules of the Brazilian Civil Code, (iii) if an investment fund, by its administrator and/or manager, or also by a proxy appointed in accordance with its articles of incorporation and the rules of the Brazilian Civil Code.

 

Each shareholder or their legal representative, in order to ensure their admission to the Meeting (Article 5, heading, of CVM Instruction No. 481, of December 17, 2009), shall present the following documents:

 

• Official identification document with a photo;

• Certified copy of the current Bylaws or articles of incorporation, in the case of legal entities;

• Original or certified copy of the power-of-attorney granted by the shareholder; and

• Original copy of the share position statement provided by the depositary institution or custodian, identifying shareholder status.

 

Under the terms of the paragraph of Article 43 of the Company's Bylaws, documents proving shareholder status and representation must be delivered within 72 (seventy-two) hours of the Extraordinary Shareholders' Meeting to the Departamento de Relações com Investidores (DFR - Department of Investor Relations), Divisão de Atendimento ao Mercado (DFRM - Market Service Division), on Avenida Presidente Vargas, No. 409 - 9th floor, in the city of Rio de Janeiro, State of Rio de Janeiro, from 8 am to 12 noon or 2 pm to 5 pm. Only those shareholders who arrive with all the necessary documents to participate in the meeting will be admitted to the Extraordinary Shareholders' Meeting hereby called.

 

 

The provisions of Article 141 of the Law of Corporations do not apply, since the election of members to the Company's Board of Directors, as listed in the Agenda, is for the purpose of replacing members in positions appointed by the controlling shareholder, as established in the Company's Bylaws.

 

All the documentation pertaining to the subjects that will be discussed in the Extraordinary Shareholders' Meeting, in accordance with Article 135, paragraph 3, of the Law of Corporations and CVM Instruction No. 481, of December 17, 2009, as amended ("CVM Instruction 481") are available to shareholders at the Departamento de Relações com Investidores (DFR - Department of Investor Relations), Divisão de Atendimento ao Mercado (DFRM - Market Service Division), on Presidente Vargas, No. 409 – 9th floor, in the city of Rio de Janeiro, RJ, and on the websites of the Company (http://www.eletrobras.com.br/ri), the Brazilian Securities Commission (CVM) (http://www.cvm.gov.br) and BM&FBovespa (www.bmfbovespa.com.br).

 

 

 

Rio de Janeiro –  July 31, 2015

 

 

 

 

Wagner Bittencourt de Oliveira

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