apresentação institucional 4_t10_eng
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1
InstitutionalMarch, 2011
2
AES Brasil Group
• Presence in Brazil since 1997
•
Comprised of seven companies in the sectors of energy generation, distribution, trade and telecommunications
• 7.7 thousand AES Brasil People
• Investments 1998-2009: R$ 5.8 billion
• Good corporate governance practices
• Sustainable practices in businesses
• Safety as a main value
• Strong cash generation capacity
• 25% of minimum pay-out according to bylaws
• Differentiated dividend practice since 2006: –
AES Tietê: 100% pay-out on quarterly basis
–
AES Eletropaulo: 95% pay-out on semi-
annually basis
3
AES Brasil widely recognized in 2009-2010
Environmental concern
Management excellence
Quality and safety
(AES Eletropaulo) (AES Sul) (AES Eletropaulo) (AES Eletropaulo)
(AES Tietê) (AES Eletropaulo) (AES Tietê) (AES Tietê)
(AES Brasil) (AES Tietê)
(AES Eletropaulo)
4
AESInfoenergy
AESUruguaiana
AESCom Rio¹
AESEletropaulo
AESTietê
AES EletropauloTelecom¹AES Sul
AES Corp BNDES
C = Common SharesP = Preferred Shares
T = Total
Shareholding Structure
C 99.99 %T 99.99 %
C 99.99%T 99.99%
C 76.45%P 7.38%T 34.87%
Cia. Brasiliana de Energia
C 50.00% - 1 shareP 100%T 53.85%
C 50.00% + 1 shareP 0.00%T 46.15%
C 71.35%P 32.34%T 52.55%
C 98.25%T 98.25%T 99.70%
C 99.00%T 99.00%
1 –
AES Atimus
5
24.2% 28.3% 39.5% 8.0%
8.5%56.2%19.2%16.1%
Others¹Free Float
Listed Companies Shareholding Composition
1 –
includes Federal Government and Eletrobrás
shares in AES Eletropaulo and AES Tietê, respectively
6CEMIG AES BRASIL NEOENERGIA CPFL TRACTEBEL COPEL CESP EDP LIGHT DUKE
1.9 1.81.6
1.3 1.11.0
0.80.6 0.6
0.2
CEMIG AES BRASIL CPFL NEOENERGIA TRACTEBEL CESP COPEL EDP LIGHT DUKE
4.0
3.22.8 2.6
2.21.8 1.7
1.4 1.2
0.5
AES Brasil is the second largest group in electric sector
Ebitda1 – 2009 (R$ Billion)
Net Income1 – 2009 (R$ Billion)
1 –
excluding Eletrobrás Source: Companies’
financial reports
7
AES TIETÊ DUKE
TRACTEBEL COPEL
PETROBRÁS CEMIG
ITAIPU CESP
ELETRONORTE FURNAS
CHESF OTHERS
2% 2%6%
4%
5%
6%
6%
7%
8%9%
10%
35%
Source: ANEEL (Regulator) –
BIG (October, 2010)
AES Tietê is the 2nd largest among private
generation companies and 10th largest overall
10 largest gencos correspond to 63% of the total
installed capacity
There are three mega hydropower plants under
construction in the North region of Brazil with 18 GW
in installed capacity
–
Santo Antonio and Jirau
(Madeira River): 7GW
–
Belo Monte (Xingu River): 11GW
Generation Installed Capacity (MW) - 2010Privately held companies
112 GW
AES Tietê is an important player among private energy generators
8
13%
13%
10%
7%6%6%
5%
40%
13%
12%
12%
16%6%7%
5%
30%
AES Brasil is the largest distribution group in Brazil
Consumption (GWh) - 2009
Consumers – Dec/2009
•
64 discos in Brazil distributing 388 TWh
•
AES Brasil is the largest electricity distribution group in Brazil:
–
AES Eletropaulo: 41 TWh distributed,
representing 10.6% of the Brazilian
market
–
AES Sul: 8 TWh
distributed,
representing 1.9% of the Brazilian
market
There is a limited opportunity for competition in Brazil as discos are restricted to operate within their concession areas
10
AES Tietê Overview
16 hydroelectric plants within the states of São Paulo and
Minas Gerais
30-year concession valid until 2029; renewable for another
30 years
Installed capacity of 2,657 MW, with physical guarantee1 of
1,280 MW
All amount of energy that AES Tietê can sell in the long
term is contracted to AES Eletropaulo until the end of 2015
As a pure energy generator, AES Tietê can only invest in
its core business
313 employees
Concession Area
1 -
Amount of energy allowed to be long term contracted
11
2010 2019
Total installed capacity is expected to reach 167 GW by 2019
Brazilian energy matrix is not expected to materially change over the next 10 years
1 -
Small Hydro Power Plant Source: EPE (Energetic Research Company)
167 GWAnnual Growth: 4.5% p.a. 112 GW
Energy sector in Brazil: supply perspectives
Installed Energy Capacity in Brazil
Hydro; 74%
Natural gas; 8%
Biomass; 5%
SHPP; 4%
Oil; 3%
Nuclear; 2%
Coal; 1%Diesel; 1%Wind; 1%Steam; 1%
Others; 9%Hydro; 70%
Natural gas; 7%
Biomass; 5%
SHPP; 4%
Oil; 5%
Nuclear; 2%Coal; 2%Diesel; 1%Wind; 4%Steam; 0%
Others; 14%
12
Distribution CompaniesTrading
Companies
Distribution Companies
Free Clients
Auctions
Energy sector in Brazil: contracting environment
Regulated Market Free Market
Spot Market PPAs1
1 –
Power Purchase Agreement
•
Main auctions (reverse auctions):
–
New Energy (A-5): Delivery in 5 years, 15-
30 years regulated PPA1
–
New Energy (A-3): Delivery in 3 years, 15-
30 years regulated PPA
–
Existing Energy (A-1): Delivery in 1 year,
5-15 years PPA
Trading Companies
Free Clients
13
Energy Generation (MW average1) Billed Energy (GWh)
Operational Performance: billed energy growth due to high availability and bilateral contracts
1-
Generated energy divided by the amount of hours 2-
Energy Reallocation Mechanism
121% 118%
130%
125%
Generation/Physical guarantee
2007 2008 2009 2010
1,5451,512
1,6651,599
Generation - MWAvg AES Eletropaulo MRE Spot market Other bilateral contracts2
2007 2008 2009 2010
11,108 11,138 11,108 11,108
1,740 1,680 2,331 1,980573 331
1,150 1340117 30113,421 13,148
14,706 14,729
14
2008 2009 2010 2011 (e)
39 43
70
152
20 13
12
6
59 57
82
158
Investments Breakdown1 (R$ million) 2010 Investments
Investments New SHPPs1 -
Do not include capitalization of interests during the plants modernization and development of projects2 -
Small Hydro Power Plants
Planned modernization at Nova Avanhandava, Ibitinga and Caconde power plants in
2010 and 2011
2
79%
14%
6%
1%
Equipment and Maintenance
New SHPPs
IT projects
Environment
15
Start of the
EIA/RIMA filed at
CETESB
Environmental license
issuanceNew energy auction date
Beginning of the project
presentation to the
community
2010 2011 2012 2015 2016
• Preparation of basic project
•
Land acquisition
Commercial operation
date
Operational license
Environmental license issuance
JAN FEB MAR APR MAY JUN AUGJUL SEP OCT NOV DEC
Instalation license
Thermo SP: Expansion of 550MW in installed capacity
Public hearing
Expected timeline
16
2007 2008 2009 2010
1,4491,605 1,670 1,754
2007 2008 2009 2010
1,0991,254 1,255 1,320
Ebitda (R$ million)Net Revenue (R$ million)
Financial highlights*
CAGR: 7% CAGR: 6%
(*) 2009 and
2010 numbers
in IFRS
17
Net Income and Dividend Pay-out1 (R$ million)
Net income of R$ 737 million, with a pay-out of 117%, in 2010*
1 –
Gross amount (*) 2009 and
2010 numbers
in IFRS
2007 2008 2009 2010
609692 706 737
Net income
100% 100%
110%117%
10%
12%11% 11%
0%
2%
4%
6%
8%
10%
12%
14%
0%
20%
40%
60%
80%
100%
Pay-out Yield PN
18
2007 2008 2009 2010
0.7
0.4 0.4 0.4
Net debt
0.6
0.3 0.3 0.3
Net debt / EBITDA
Debt profileNet Debt (R$ billion) Amortization Schedule – Principal (R$ million)
2013 2014 2015
297299 300
•
December, 2010:–
Average debt cost in 2010 was 114% of CDI1
p.a. or 14% p.a.–
Average debt maturity of 3.3 years–
Net debt: R$ 0.4 billion–
Net debt/EBITDA: 0.3x
1 –
Brazilian
Interbank
Interest
Rate
19
2007 2008 2009 2010
5,531 5,4688,086 9,683
3,566 2,692
2,101
4,2399,096 8,160
10,187
13,922
80
90
100
110
120
130
140
Dec-09 Mar-10 Jun-10 Sep-10 Dec-10
GETI4 IEE IBOV TSR
Capital Markets
1 –
Index: 12/30/2009= 100
AES Tietê X Ibovespa X IEE X TSR² Daily Avg. Volume (R$ thousand)
2010
•
Common shares and preferred shares listed on BM&FBOVESPA under the tickers GETI3 and GETI4
•
ADRs at US OTC Market under the tickers AESAY and AESYY
2 –
Total Shareholder Return –
considers preferred shares price variation and dividends declared in the period
+ 20%
+ 1%
+ 12%
+ 30%
Preferred Common
2
1
21
AES Eletropaulo Overview
Largest electricity distribution company in Latin America
Serving 24 municipalities in the São Paulo Metropolitan area
Concession contract valid until 2028
Concession area with the highest GDP in Brazil
45 thousand kilometers of lines, 1.2 million electricity poles and
6.1 million consumption units in a concession area of 4,526 km2
Total distributed volume of 43 TWh in 2010
As a pure energy distributor, AES Eletropaulo can only invest
within its concession area
5,663 employees
Concession Area
222004 2005 2006 2007 2008 2009 2010 2019
331 346 358 378 393 388420
633
Energy sector in Brazil: demand perspectives
4.4% p.a.
5.0% p.a
Macroeconomic Scenario
Brazilian Consumption Evolution (TWh)
EPE’s1 Assumptions:
•
Global financial sector recovery will not
take longer;
•
Brazilian economic growth will outpace
global average growth, even in an
international context of moderate
expansion;
•
Emerging markets – especially China –
will grow faster than developed
economies, positively affecting industrial
sector in Brazil;
•
Income elasticity of energy demand (2010-
2019): 1.04
•
Households growth: 2.2% p.a
1 -
Source: EPE (Energetic Research Company)
2004-2008 2010-2014 2015-2019
World 4.6 4.2 4.0
Brazil 4.7 5.2 5.0
GDP - Annual growth
23
Reference Company(PMSO)
Investment Remuneration
Depreciation
Energy Purchase
TransmissionSector Charges
Tariff Reset and Readjustment
•
Tariff Reset is applied each 4 years for AES Eletropaulo −
Next Jul/2011−
Parcel A: costs pass trough the tariff−
Parcel B: costs are set by ANEEL
•
Tariff Readjustment: annually −
Parcel A costs pass trough the tariff−
Parcel B cost are adjusted by IGPM +/-
X(1)
Factor
RemunerationAsset Base
X Depreciation
X WACC
Regulatory Ebitda
Parcel A - Non-Manageable Costs
Parcel B - Manageable Costs
•
Remuneration Asset Base:–
Applicable investments used to calculate the Investment Remuneration (applying WACC) and Depreciation
•
Reference Company:–
Efficient cost structure, determined by ANEEL (National Electricity Agency)
•
Parcel A Costs−
Non-manageable costs that totally pass-
through to the tariff−
Losses reduction improve the pass-
through effectiveness
(1) X Factor: index that capture productivity gains
Energy sector in Brazil: regulatory methodology
24
Consumption Evolution
Total Market (GWh1) 2010 Consumption Share (GWh1)
36%
14%
18%
26%
6%CAGR: 2%
1 –
Net of own consumption
2007 2008 2009 2010
32,577 33,860 34,436 35,434
7,355 7,383 6,832 7,911
39,93241,243 41,269 43,345
Captive Market Free Clients
36%
26%
17%
15%
6%
Residential
Commercial
Free Clients
Industrial
Others
25
Investments amounted R$ 682 million in 2010
Investments Breakdown (R$ million) Investments 2010
2008 2009 2010 2011(e)
410 478654 684
4737
28 36
457
516
682 720
Capex Paid by Customers
32%
27%
19%
9%
4%4% 4%
System Expansion Maintenance
Customer Service Losses Recovery
Others IT
Paid by the Clients
26
8.49 8.41 7.87
7.39
1.00
2.00
3.00
4.00
5.00
6.00
7.00
8.00
9.00
SAIFI Aneel Target
0.00
1.00
2.00
3.00
4.00
5.00
6.00
2007 2008 2009 2010
5.64 5.206.17
5.43
SAIFI (times)
2007 2008 2009 2010
8.90 9.2011.86 10.68
SAIDI (hours)
11.34 10.92 10.09
9.32
1.00
3.00
5.00
7.00
9.00
11.00
13.00
15.00
SAIDI Aneel Target
SAIFI - System Average Interruption Frequency Index SAIDI - System Average Interruption Duration Index
SAIDI & SAIFI
8th
Sources: ANEEL, AES Eletropaulo and ABRADEE
ABRADEE ranking position among the 28 utilities with more than 500 thousand customers
►
2011 SAIDI ANEEL Target: 8.68 hours ►
2011 SAIFI ANEEL Target: 6.93 times
5th3rd 7th1st1st
27
2007 2008 2009 2010
6.5 6.5 6.5 6.5
5.0 5.1 5.3 4.4
11.5 11.6 11.8 10.9
Technical Losses¹ Commercial Losses
2007 2008 2009 2010
99.5 98.5101.1
102.4
•
Fraud and Illegal Connections (2010)
– 287 thousand inspections e 41 thousand frauds detected
– 56 thousand illegal connections regularized
•
Disconnections and Reconnections – Monthly Average (2009 X 2010)
–
Disconnections: increase from 80 thousand to 96 thousand
–
Reconnection: increase from 56 thousand to 86 thousand
•
Past due bill credit report (2010 monthly average): 343 thousand
Losses (%)Collection Rate (% over gross revenue)
Operational Indexes
2.9 p.p. -0.6 p.p.
1 –
The previous calculation methodology 2 -
Current technical losses used retroactively as reference
28
2007 2008 2009 2010
1.566 1.696 1.775
2.413
2007 2008 2009 2010
7,193 7,5308,786 9,697
Ebitda (R$ million)Net Revenues (R$ million)
CAGR: 8%
Financial Highlights*
CAGR: 11%
(*) 2009 and
2010 numbers
in IFRS
29
100.3% 101.5% 101.6%114.4%
14.4%20.3% 20.4%
28.6%
0.0%
5.0%
10.0%
15.0%
20.0%
25.0%
30.0%
35.0%
40.0%
45.0%
50.0%
0.0%
20.0%
40.0%
60.0%
80.0%
100.0%
120.0%
140.0%
Pay-out¹ Dividend Yield
2007 2008 2009 2010
7131,027 1,156
1,348
Net Income
1 –
Gross amount
Net Income and Dividend Payout1 (R$ million)
Practice of 95% pay-outon semi-annually basis*
(*) 2009 and
2010 numbers
in IFRS
30
Amortization Schedule – Principal (R$ million)
1-
Brazilian Interbank Interest Rate
•
December, 2010:–
Average debt cost in 2010 was 110% of CDI1
or 12.9% p.a.–
Average debt maturity of 7.2 years–
Net debt: R$ 2.4 billion –
Net debt/EBITDA of 0.9x adjusted with Pension Fund
Debt ProfileNet Debt (R$ billion)
2007 2008 2009 2010
3.0 2.5 2.7 2.4
Net Debt (R$ billion)
1.8x1.5x
1.4x
0.9x
Net Debt/Ebitda Adjusted with Fcesp
2011 2012 2013 2014 2015 2016 2017 2018 2019-2028
253 278 294 526
221 331 222 373 179 83 45 48
51
55 58
62 67
903 336 323 342577
276390 285
440
1,082
Local Currency (ex FCesp) Fcesp¹
31
75
85
95
105
115
125
Dec-09 Feb-10 Apr-10 Jun-10 Aug-10 Oct-10
2010 1
Dec-10
+ 12%
+ 1%
- 7%
+ 18%
15,000.00
17,000.00
19,000.00
21,000.00
23,000.00
25,000.00
27,000.00
2007 2008 2009 2010
26,066 25,677
21,960
24,496
Average Daily Volume (R$ thousand)
Capital Markets
AES Eletropaulo X Ibovespa X IEEX TSR²
•
Common shares and preferred shares listed on BM&FBOVESPA under the tickers ELPL3 and ELPL4
•
ADRs at US OTC Market under the tickers EPUMY and ELPSY
A B
A BEx dividends: 05/01/2010 Ex dividends: 08/06/2010
1 –
Index: 12/30/2009 = 100
2 –
Total Shareholder Return -
considers preferred shares price variation and dividends declared in the period
Ibovespa IEE AES Eletropaulo PN AES Eletropaulo TSR³
Social Responsibility
33
•
300 benefited children between 1 and 6 years old
•
Own investments amounting R$ 1.5 million in 2009
•
Units: Santo Amaro and Guarapiranga
•
Over 6.7 thousand children, teenagers,
and adults have been benefited
•
Own and incentive investments:
approximately R$ 15 million in 2009
•
Activities of acting, dancing, circus arts, visual arts, music, gymnastics, courses of income generation, and education of safe use of electrical power and the right use of natural resources
•
7 operating units
“Casa da Cultura e Cidadania” Project
“Centros Educacionais Infantis Luz e Lápis” - Project
Social Responsibility
34
Social Responsibility
•
Launched in December, 2008;•
Objective: to get the co-workers committed to the transformation of low income communities and development of non-governmental institutions;
•
1,137 volunteers
Volunteering Program
Acting to Transform
Distributing Energy of
Good
Specific social mobilization or emergency campaign.
Winter clothes, Christmas campaign, among others.
Opportunities for volunteering in social organizations, which are
partners of AES Brazil
Co-workers can enroll in volunteer activities available at AES Brazil volunteering portal
since September/09www.energiadobem.com.br
Attachments
36
6.15.2
-0.6
7.55.7
3.6
-2.2
5.65.3
3.1
-2.2
3.9
2007 2008 2009 2010
Brazil Emerging markets (ex Brazil, India and China) OECD
6.1 5.2
(0.6)
7.5
13.9 13.6
(10.3)
25.6
2007 2008 2009 2010
GDP Investment (Gross Fixed Capital Formation)
Brazilian Economy: good performance, fast recovery after financial crisis
1-
OECD (Organization for Economic Co-operation and Development) –
international organization of 31 developed countries.
Brazil - GDP and Investment -
Annual growth -
% (IBGE)
GDP growth - Brazil x Other countries (IBGE, BCB, IMF and OECD)
•
Strong growth was interrupted by the financial crisis
•
The GDP for 2009 was mainly affected by lower investment (reversal of expectations)
•
Brazil´s economic performance during crisis was better than other countries
•
Strong recovery in GDP for 2010, specially investments
1
37
3.1 2.8 6.0
3.1
(7.4)
10.4
2005 2006 2007 2008 2009 2010
-20-15-10-505
10152025
Jan-
07
Apr
-07
Jul-0
7
Oct
-07
Jan-
08
Apr
-08
Jul-0
8
Oct
-08
Jan-
09
Apr
-09
Jul-0
9
Oct
-09
Jan-
10
Apr
-10
Jul-1
0
Oct
-10
Jan-
11
Exports Imports Trade Balance
Brazilian Economy: industry recovery and recent foreign trade expansion
Brazil – Industrial production -
Annual growth -
% (IBGE)
Brazil – Trade Balance –
US$ billion (Funcex)
•
Brazilian industry has reached pre-crisis level since mar/10
• In 2010, industry grew 10.4%
•
Exports limited the recovery in 2009
•
2010: growth of exports (world economy recovery) and imports (capital goods)
38
1.25
9
1.26
1
1.29
1
1.34
8
1.39
5
1.45
0
1.48
5
1.55
0
0.583
0.5720.569
0.563
0.5560.548
0.543
0,52
0,53
0,54
0,55
0,56
0,57
0,58
0,59
1.000
1.100
1.200
1.300
1.400
1.500
1.600
2003 2004 2005 2006 2007 2008 2009 2010
Real average income Gini Index
6.4
56789
1011121314
Jan-
04
Jul-0
4
Jan-
05
Jul-0
5
Jan-
06
Jul-0
6
Jan-
07
Jul-0
7
Jan-
08
Jul-0
8
Jan-
09
Jul-0
9
Jan-
10
Jul-1
0
Jan-
11
Real average income (R$) and income inequality (IBGE and IPEA)
Domestic market is responsible for the good performance
1-
It
measures the degree of income inequality. It may vary from 0 (complete equality) to 1 (complete inequality).
Unemployment rate -
% (IBGE)
•
Brazilian´s good performance
was driven by the expansion of
the domestic market
–
Unemployment rate has been
decreasing over the years
–
Real income has been growing
persistently since 2005
–
There was an improvement in
income distribution
1
39
Brazil – Retail Sales – seasonally adjusted –
2003 = 100 (IBGE)
Brazil – Loans to individuals – R$ million (BCB)
•
Besides the improvement on
labor market, credit expansion
was also responsible for the
good performance
• Retail sales is growing fast:
– 6.0% in 2009 despite
the
crisis
– 7.2% p. a. between
2005 and
2009
– 10.9% in 2010
Domestic market is responsible for the good performance
191 238
318
394
470
537
100
200
300
400
500
600
2005 2006 2007 2008 2009 Oct*
100110120130140150160170180
Jan-
05
Jul-0
5
Jan-
06
Jul-0
6
Jan-
07
Jul-0
7
Jan-
08
Jul-0
8
Jan-
09
Jul-0
9
Jan-
10
Jul-1
0
40
Costs and Expenses
Costs and operational expenses1 (R$ million)
1 –
Do not include depreciation and amortization 2 -
Personnel, Material, Third Party Services and Other Costs and Expenses
2
2007 2008 2009 2010
281 239 214 246
84112 201
187
365 351
415 434
Energy Purchase, Transmission and Connection Charges, and Water Resources
Other Costs and Expenses
41
Costs and Expenses
Costs and operational expenses1 (R$ million)
1 –
Do not include depreciation and amortization 2 -
Personnel, Material, Third Party Services and Other Costs and Expenses
2007 2008 2009 2010
4,097 4,700 5,125 5,490
1,4401,193
1,3061,255
5,537 5,8936,431
6,745
Energy Supply and Transmission Charges PMS² and Others Expenses
42
Expansion Requirement of 15%
Increase installed capacity in Sao Paulo State by 15% (400 MW), either in greenfield
projects or through long term purchase agreement with new plants
The obligation was supposed to be accomplished by December 2007,
however AES Tietê was not able to comply with this requirement due to the following restrictions:
–
Insufficient remaining hydro resources within the State of São Paulo
–
Environmental restrictions
–
Insufficiency of gas supply / timing issue
–
More restricted regulation on energy sale established by the New
Model of Electric Sector (Law # 10,848/2004) which eliminated the self dealing
•
In August 2008, Aneel informed that the issue is not linked to the concession
•
On July 27, 2009, AES Tietê was notified by the State Government
Attorney’s Office to present arguments on compliance with the expansion obligation
–
The Company filed a response on July, 29th, which exhausts the procedure for notification. Possible deployment depends on new manifestation of the Prosecution
•
Popular law action against Federal Government, Aneel, AES Tietê,
and Duke–
2008 –
In October, defense filed on first instance by AES Tietê; In December, the author replied AES Tietê defense
–
2010 –
In September, due to the plaintiffs failure to specify the individuals that should be named as Defendants, a favorable decision was rendered by the 1st Instance Court (but there can be appeals)
43
Eletrobras Lawsuit
Nov/86
Stated-owned Eletropaulo
borrowed money from Eletrobras
Dec/88
State-owned Eletropaulo and
Eletrobras disagreed on how
to calculate interest over that loan and a lawsuit
was started
Sep/03
The 2nd
level of court excluded AES Eletropaulo
from the discussion based
on the spin-off agreement
Jun/06
The SCJ decided to send the
Execution Suit back to the 1st
level of court
May/09
Eletrobras requested the 1st
level of court judge to appoint
an expert
Next Steps:
1-
Eletrobras
will request the
auditing process
2 -
The auditing procedure will be concluded at least
in 6 months
3 -
After conclusion of the
expert work, the 1st
level of court decision will be
released
4 -
Appealing to the 2nd
level of court
5 -
Appealing to the 3rd
level of court
Jan/98 Oct/05
Eletrobras and CTEEP appealed
to the Superior Court of Justice
(SCJ)
Feb/10
The Judge appointed the expert who will
indicate the amount and the debtor
Due to a paperwork issue, Eletrobras will request the expert selection
again
Sep/01
Eletrobras, after winning the
interest calculation
discussion, filed an Execution Suit to collect the due
amount
State-owned Eletropaulo was spun-off into four companies and, according to our understanding based on the
spin-off agreement, the discussion was transferred to
CTEEP
Privatization event . State-
owned Eletropaulo
became AES Eletropaulo
Apr/98
44
Any party with an intention to dispose its shares should first provide the other party the right to buythat participation at the same price offered by a third party
Once the offering party exercises the Drag Along clause, offered party is obligated to dispose of all its shares at the time, if the Right of 1st Refusal is not exercised by offered party
In the case of change in Brasiliana’s
control, tag along rights are triggered for the following companies (only if AES is no longer controlling shareholder):
–
AES Eletropaulo: Tag along of 100% in its common and preferred shares–
AES Tietê: Tag along of 80% in its common shares–
AES Elpa: Tag along of 80% in its common shares
Shareholders AgreementOn Dec 2003 AES and BNDES signed a Shareholders’ Agreement to regulate their relationship as shareholders of Brasiliana and its controlled companies. The Agreement is available at www.aeseletropaulo.com.br/ri
Shareholders can dispose its share at any time, considering the following terms:
Right of 1st refusal
Drag alongrights
Tag alongrights
45
Brazilian Main Taxes
AES Eletropaulo
•
Income Tax / Social Contribution:
– 34% over taxable income
•
ICMS: 22% over Revenue (average rate)
– Residential: 25%
– Industrial and Commercial: 18%
– Public Entities: free
•
PIS/Cofins:
– 9.25% over Revenue minus Costs
AES Tietê
•
Income Tax / Social Contribution:
– 34% over taxable income
•
ICMS (VAT tax)
– deferred tax
•
PIS/Cofins (sales tax):
– Eletropaulo´s
PPA: 3.65% over Revenue
–
Other bilateral contracts: 9.25% over Revenue
minus Costs
The statements contained in this document with regard to the business prospects, projected operating and financial results, and growth potential are merely forecasts based on the expectations of the Company’s Management in relation to its future performance. Such estimates are highly dependent on market behavior and on the conditions affecting Brazil’s macroeconomic performance as well as the electric sector and international market, and they are therefore subject to changes.
Contacts:
ri.aeseletropaulo@aes.com
ri.aestiete@aes.com
+ 55 11 2195 7048
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