The equity control of the Company is held by Gipar S/A, whose major shareholder is Nova Gipar Holding S/A. One of the major shareholders of this holding companies is Itacatu S/A and Multisetor Comércio, Indústria e Participações S/A, belonging to the Botelho Family, which holds 100,0% of the voting capital for Nova Gipar Holding S/A.
Shareholders can obtained their share positions in Energisa through presentation of ID and CPF at the company head office, in person, or by letter, email or duly authorized representative, as well as via Banco Itaú, the issuing agent of the Energisa S/A book-entry shares. The addresses for services are as follows:
For the Company:
Cataguases (MG) – Praça Rui Barbosa, nº 80 (parte), phone: + 55 32 3429-6327 with Simone de Oliveira Amaral Santos.
Rio de Janeiro (RJ) – Rua Praia de Botafogo, 228, building Argentina, Botafogo, phone: + 55 21 99358-2402, with Pablo Silva Teixeira.
Aracaju (SE) – Rua Ministro Apolônio Sales, 81, Bairro Inácio Barbosa, phone:+ 55 79 2106-1656, with Vera Dulce Brandão.
João Pessoa (PB) – BR 230, Km 25, Bairro Cristo Redentor, phone: + 55 83 2106-7042, with Fernanda Rocha Campos Pogliese.
Campina Grande (PB) – Av. Elpídio de Almeida, 1.111, Bairro Catolé, phone: + 55 83 2106-7042, with Fernanda Rocha Campos Pogliese.
Nova Friburgo (RJ) – Av. Euterpe Friburguense, 111, Centro, phone:+ 55 21 2122-9521, with Deborah Coutinho Gil Nunes.
For Itaú:
São Paulo (SP): Rua Boa Vista, 176 – Subsolo – Phone: + 55 11 3247-3138.
Rio de Janeiro (RJ): Rua 7 de Setembro, 99, subsolo – Centro – Phone: + 55 21 2202-2592.
Curitiba (PR): Rua João Negrão, 65 – Phone: + 55 41 3320-4128.
Porto Alegre (RS): Rua Sete de Setembro, 746 – Phone: + 55 51 3210-9150.
Belo Horizonte (MG): Rua João Pinheiro, 195, subsolo – Phone: + 55 31 3249-3534.
Salvador (BA): Avenida Estados Unidos, 50, 2º andar, Ed. Sesq. – Phone: + 55 71 3319-8010.
Brasília (DF): SC Sul, Quadra 3, Ed. Dona Ângela, sobreloja – Phone: + 55 61 3316-4849.
Notes:
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- If the shares are in the custody of the Stock Exchange the shareholder should verify the share position with their broker.
- At the addresses above the shareholders can also obtain information about the transfer of shares, payment of dividends and/or interest on equity, registration changes (change of name, address, current account for crediting dividends and/or interest etc.), and subscription of shares, bonuses, stock splits and reverse splits.
The dividends and/or interest on equity is paid by Banco Itaú via deposit in the shareholder’s current account or via payment order dispatched via post by Banco Itaú to the addresses informed by the shareholders. In the event of missing or incorrect registration details the corresponding values will remain at the disposal of the shareholders at the service locations cited in item 3 above for a period of 3 (three) years from the start of payments. At the end of this period, the values expire and are transferred to the company.
To buy or sell shares in the Company you should approach a broker, who will conduct your orders on the stock exchange. In the case of sale, you should present a statement of your share position supplied by Banco Itaú and your documents (ID and CPF) to the broker of your choice. If you wish to invest in Company shares but don’t feel secure in doing so for yourself, the best decision is to seek an investment professional. These professionals are generally found at financial institutions, banks, brokers and securities dealers..
When the Company promotes an increase in capital via subscription, which is a chance for the shareholder to buy more shares directly at the Company, a “Shareholder Notification” is sent to the shareholder’s address and published in newspapers with large circulation, informing the manner, term and price for subscription of the shares. To exercise their rights, shareholders should contact the Company personally by letter, email or formally established representative.
In the case of inter vivos transfers, the process is realized at the Banco Itaú or at the Company head office, after identification of the parties involved (personally or by formally established representative) by the transferor and transferee singing the “Declaration of Transfer of Nominative Shares”. In the case of transfer upon death of the shareholder, the process is also realized at the Company head office, after identification of the parties involved and the applicable judicial document (authorization, deed of distribution, letter of adjudication etc.).
The incorporation of Energisa Minas Gerais – Distribuidora de Energia S.A. (the new corporate denomination of Companhia Força e Luz Cataguazes-Leopoldina) shares by Energisa, which became the new controlling company of the Energisa Group, did not cause any loss to the shareholders in the incorporated company Energisa Minas Gerais – Distribuidora de Energia S.A., as shown below:
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- athe shares in Energisa Minas Gerais were incorporated by Energisa S/A. Consequently, from April 9th 2007, shares issued by Energisa were attributed to the holders of shares issued by Energisa Minas Gerais, in the proportion of 8428.45307906018 shares issued by Energisa Minas Gerais for 1 (one) share issued by Energisa. The fractions of the shares issued by Energisa that could not be attributed to Energisa Minas Gerais shareholders in substitution for their shares issued by Energisa Minas Gerais were agglutinated and alienated on the Stock Exchange from April 23rd 2007, proportionally to the shareholders holding such fractions.
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- considering the hypothetical share position of an investor with 1000.00 common shares (FLCL3) and 1000.00 preferred shares (FLCL5) in Energisa Minas Gerais, the new share position of this investor after incorporation would be 118 common shares (ENGI3) and 118 preferred shares (ENGI4) in Energisa S/A, as well as the fractions of shares that could not be attributed Energisa shares and were sold on the Stock Exchange, at a total of around R$ 131.00.
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- in the Shareholders’ Meeting held on 23/04/2007, the share slit in the Energisa capital stock was approved, resulting in the free distribution of 9 (nine) new shares for every 1 (one) share held by the shareholders on this date. Therefore, the investor went on to hold 1180 common shares and 1180 preferred shares in Energisa.
Below is a summary of the value of the investor’s share portfolio, before and after incorporation of Energisa Minas Gerais shares by Energisa and the share split in the Energisa capital stock:
Position of the Investor’s Portfolio before the incorporation:
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- Amount of shares held = 1,000,000 FLCL3 shares and 1,000,000 FLCL5 shares.
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- Bovespa quotation on 05/04/2007 = R$11.50/thousand FLCL3 shares and R$12.50/thousand FLCL5 shares.
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- = (a)x(b) = Value of the investor’s share portfolio = R$24,000.00. Position of the Investor’s Portfolio after incorporation and share splitting:
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- Amount of shares currently held by the investor = 1180 ENGI3 and 1180 ENGI4.
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- Bovespa quotation on 24/04/2007 = R$12.80 per ENGI3 share and R$ 10.80 per ENGI4 share.
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- = (d)x(e) = Value of the investor’s share portfolio = R$27,848.00 + R$131.00 (fractions cited in item 2 above) =R$27,979.00.
- Therefore, in the period from 05/04/2007 (last day of FLCL3 and FLCL5 negotiations) to 24/04/2007 the investor had a gain of around R$ 3979.00.
In the case of transferring shares in the name of an estate, the process is realized at the Banco Itaú or at the Company head office after identification of the parties (executor, heir or authorized representative), request of judicial document (authorization, deed of distribution, letter of adjudication etc.). Requests should be made via the email ri@energisa.com.br, or via post to the address Praça Rui Barbosa, 80 – Cataguases (MG), CEP 36770-901.
WHAT ARE UNITS?
Each Unit simply consists of a share certificate, which in Energisa‘s case establishes ownership of 4 (four) preferred shares and one 1 (one) common share of the Company.
WHY IS ENERGISA FORMING UNITS?
In addition to providing shareholders voting rights by grouping both types of share into a single instrument (Unit), this prevents the uneven trading of common and preferred shares on BM&F Bovespa S/A – Bolsa de Valores, Mercadorias e Futuros (“BM&FBovespa”). Unit holders will therefore continue to own the shares they represent, with the only change being to the title under which they will be traded on BM&F Bovespa.
HOW CAN I JOIN THIS UNITS PROGRAM?
As this Unit Program is voluntary, it requires that interested shareholders previously form share packages in the proportion of 4 (four) preferred shares and 1 (one) common share. To enable all shareholders to obtain Units, the Company will therefore allow a set time period for interested shareholders to voluntarily convert preferred shares into common shares and vice-versa as required to create properly proportioned packages to form Units. Specifically, 5 (five) preferred shares will entitle the holder to convert 1 (one) of these shares into 1 (one) common share, and 5 (five) common shares will entitle the holder to convert 4 (four) of these shares into 4 (four) preferred shares.
HOW CAN I CONVERT COMMON SHARES INTO PREFERRED SHARES AND VICE VERSA?
Shareholders with shares listed in the company share register: during the conversion periods established in advance by the company, shareholders registered in the company share register who wish to convert their common shares into preferred shares and/or preferred into common shares, may do so by submitting a duly signed and notarized form which may be obtained from and delivered to any of the seven agencies of Banco Itaú S.A. specializing in handling securities, as listed below, or directly from and to the company at: Rio de Janeiro (RJ) – Rua Praia de Botafogo, 228, building Argentina, Botafogo, phone: + 55 21 2122-6973, with Olivia de Lima Teixeira
Shareholders with shares in custody at BM&Fbovespa: during the conversion periods established in advance by the company, shareholders wishing to convert common and/or preferred shares held by a broker or custodian may do so by contacting the relevant broker or custodian, which will be responsible for handling the conversion of the shares at BM&FBovespa.
HOW CAN I CONVERT MY SHARES INTO UNITS?
Shareholders with shares listed in the company share register: during the periods established by the company, shareholders registered in the Company’s Share Register wishing to have Units issued may do so by delivering two specific forms, one of which authorizing Banco Itaú S/A to act as registrar of the shares to be used to create the UNITs, to transfer the shares in multiples of 01 common shares and 04 preferred shares, to an account belonging to Banco Itaú S.A., in which they will be registered as shares underlying the UNITs to be issued by Itaú Corretora de Valores S.A. Another form shall be delivered simultaneously authorizing issuance of the UNITs into the account of the shareholder from which the shares have been debited. The shareholder will therefore be simultaneously delivering common shares and preferred shares and receiving the UNITs.
To initiate this procedure the shareholders may obtain the respective forms from and deliver them, duly signed and notarized, to any of the seven agencies of Banco Itaú S.A. listed below specializing in handling securities.
Shareholders with shares in custody at BM&Fbovespa: during the periods established by the company, shareholders wishing to have their shares converted in multiples of 01 common share and 04 preferred shares into UNITs may do so by contacting the broker or custodian in which their shares are held, which will be responsible for handling the conversion of the shares at BM&FBovespa.
HOW CAN I DEPOSIT MY SHARES AT BM&FBOVESPA?
Shareholders registered in the company share register wishing to deposit their shares at a broker for conversion and issuance of Units and which have already registered at a broker or wish to register may request that their shares be deposited in custody and converted and/or packaged into Units, as applicable, directly at their broker of choice, which will be responsible for handling the conversion of the shares and formation of Units at BM&FBovespa.
WHAT HAPPENS IF AN ENERGISA SHAREHOLDER DOES NOT ENTER THE UNITS PROGRAM?
They will remain the owner of the shares, but will not receive the program‘s benefits.
I AM AN ENERGISA SHAREHOLDER AND ALREADY HAVE THE “PACKAGES” OF SHARES (1 COMMON SHARE AND 4 PREFERRED SHARES) REQUIRED TO HAVE UNITS ISSUED. HOW CAN I REQUEST UNITS BE ISSUED FOR THE PACKAGES OF SHARES I HOLD?
Shareholders wishing to have Units issued for their packages of shares (1 common share and 4 preferred shares) may do so by contacting the broker or custodian in which their shares are held. The broker or custodian will be responsible for handling the issuance of the Units at the Stock exchange and the Issuing Agent.
SOU ACIONISTA DA ENERGISA, MAS DETENHO APENAS “PACOTES” DE AÇÕES (1 AÇÃO ORDINÁRIA E 4 AÇÕES PREFERENCIAS) REGISTRADOS NOS LIVROS DA COMPANHIA, SEM QUALQUER RELAÇÃO COM CORRETORAS OU CUSTODIANTES. COMO POSSO SOLICITAR A EMISSÃO DAS UNITS CORRESPONDENTES AOS PACOTES DE AÇÕES POR MIM DETIDOS?
Shareholders holders “packages” of shares (1 common share and 4 preferred shares) recorded in the Company‘s Share Register wishing to have Units issued for their packages of shares may do so by delivering two specific forms authorizing Banco Itaú S/A to: (i) transfer the “packages” of shares to an account belonging to Banco Itaú S/A, in which they will be registered as shares underlying the Units to be issued by the Issuing Agent; and (ii) issue the corresponding Units in the account of the requesting shareholder, from which the shares forming the “packages” of shares had been previously transferred.
To initiate this procedure interested shareholders may obtain and deliver the respective forms, duly signed and notarized, to any of the seven agencies of Banco Itaú S/A specializing in handling securities, as listed in question 10 below at the addresses listed in question 11 below.
WHICH BRANCHES OF ITAÚ ARE SPECIALIZED IN HANDLING SECURITIES?
- Brasília (DF): SCS Quadra 2 – Ed. Palácio do Comércio Bloco B – loja 9 – Térreo
- Belo Horizonte (MG): Av. João Pinheiro, 195 – Subsolo – Centro
- Curitiba (PR): R. João Negrão, 65 – Sobreloja – Centro
- Porto Alegre (RS): R. Sete de Setembro, 1.069 – 3º andar – Centro
- Rio de Janeiro (RJ): Av. Almirante Barroso, 52- 2º andar – Centro
- São Paulo (SP): R. Boa Vista, 176 – 1º Subsolo – Centro
- Salvador (BA): Av. Estados Unidos, 50 – 2º andar – Comércio
Phone Numbers: 3003-9285 (State capitals and metropolitan regions); 0800 7209285 (elsewhere).
