---

---

 

MINUTES OF THE SEVEN HUNDRED AND NINETY-THIRD MEETING
OF THE BOARD OF DIRECTORS OF
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

 

1. DATE, TIME AND VENUE: Virtual Meeting, held through the vote gathering from January 8, 2018 to January 15, 2018.

2. CALL: The call and the availability of the full support material occurred on 08.01.2018, observing the deadlines set forth in items 8.3.1 and 8.5.4 of Eletrobras’ Internal Regulations of the Board of Directors.

3. ATTENDEES: The chair of business was Director JOSÉ GUIMARÃES MONFORTE, as Eletrobras’ Chairman of the Board. The board members WILSON FERREIRA JR, VICENTE FALCONI CAMPOS, JOSÉ PAIS RANGEL, EDVALDO LUÍS RISSO, ESTEVES PEDRO COLNAGO JUNIOR and CARLOS EDUARDO RODRIGUES PEREIRA were also present. The Directors’ votes were pronounced by electronic means.

4. HOLDING’S DELIBERATION: Considering the justifications set forth in Executive Summary DFPI-001, dated 01/08/2018, the Chairman of the Board authorized the call of this extraordinary meeting, in a virtual manner, pursuant to item 8.6.2 of the Internal Regulations of the Board of Directors. The aforementioned Directors submitted their votes by electronic means, based on the documentation presented at the call notice, and approved, by majority, the following:

Ø  DEL-001/2018. ENERGISA MATO GROSSO - Adherence of Eletrobras to the OPA. RES-011, dated 01.08.2018. The Board of Directors of Centrais Elétricas Brasileiras S.A. - Eletrobras, in the use of its attributions, endorsing a decision of the Board of Executive Officers, and embodied in the following documents: Report to the Executive Board No. DF-001, dated 01.08.2018, Executive Summary DFPI nº 001, of 08.01.2018; Considering also that Energisa Mato Grosso - Distribuidora de Energia SA: (i) has been performing poorly on its shares; (ii) has been distributing low dividends and interest on capital, so that its average Dividend Yield was 1.16% for the period from 2014 to 2016; (iii) it is promoting a public offering of shares (OPA) to buy its shares of its shareholders at the price of R$ 8.60 per common and preferred share, being Eletrobras' right to join the offer until January 15, DELIBEROU: 1. approve Eletrobras' participation in the OPA, through the sale of Energisa MT shares, which are free and clear of judicial guarantees, equivalent to 1,168,717 common shares (ENMT3) and 30,945,402 preferred shares (ENMT4), totaling one amount to be received by Eletrobras of BRL 276,181,423.40; 2. to approve Eletrobras' participation in the OPA through the sale of Energisa MT shares that are in the process of being released, equivalent to 540,000 common shares (ENMT3) and 10,255,310 preferred shares (ENMT4), totaling an amount to be received by Eletrobras of BRL 92,839,666.00; 3. to determine that the Superintendency of Planning and Control - DFP and the Corporate Finance Superintendency - DFF, the General Secretariat - PRGS and the Secretariat of Governance - CAAS, each within its scope of action, adopt the necessary measures to comply with this Resolution.

 

The Board member CARLOS EDUARDO RODRIGUES PEREIRA registered a dissenting vote in the following terms: "After analyzing the recent economic and financial performance of Energisa Mato Grosso, according to its published financial statements, taking into account the change of its control in April 2014 and the energy crisis of 2015, I could see that the company is in a strong recovery with the improvement of its operational indicators, growth in its revenues and its net income. I understand that at this moment and with the scenario presented, the best decision for Eletrobras is to maintain its position in the company with prospects of future dividends and the trend of appreciation of its equity. "

 

The Chairman of the Board JOSÉ GUIMARÃES MONFORTE registered the following grounds for his vote in favor of approving the resolution proposal: "I follow the recommendation made by the company's board of directors, in order to join the OPA, with the free shares. I base this vote on the following points: (i) This movement is aligned with the company's strategy; (ii) The offer respects the value calculated by EY by the FCD method, which best reflects the value of the company due to the limitations of the other methods; (iii) Finally, the maintenance of this minority and illiquid investment seems to me to be a worse option for Eletrobras. This is my vote."

5. CLOSING AND EXECUTION:

There being no further business to discuss, the Chairman JOSÉ GUIMARÃES MONFORTE adjourned the meeting and determined the drawing up of these minutes, which, after being read and approved, are signed by the attending Directors and by myself, BRUNO KLAPPER LOPES, Board Governance Secretary, which I hereby execute.    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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