TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A.
PUBLICLY-HELD COMPANY
CNPJ [EIN] 07.859.971/0001-30
NIRE 33.3.0027843-5
MINUTES OF BOARD OF DIRECTORS' ORDINARY MEETING
HELD ON JANUARY 26, 2023
DATE, TIME AND PLACE: The meeting was held on January 26, 2023, at 09:30 am, at the Company's headquarters by videoconference.
ATTENDANCE AND CALL NOTICE: The meeting was convened, with the attendance of the
following Board Members of the Company, Messrs.: Reynaldo Passanezi Filho, José Reinaldo Magalhães, Reinaldo Le Grazie, Jaime Leôncio Singer, Maurício Dall'Agnese, Jaime Caballero Uribe (by delegation), César Augusto Ramírez Rojas, Victor Manuel Muñoz Rodriguez, Fernando Bunker Gentil, Rodrigo de Mesquita Pereira, André Fernandes Berenguer (by delegation), Celso Maia de Barros and Hermes Jorge Chipp. Invited by the Board, the meeting was also attended by Ms. Bárbara da Cunha Xavier, executive manager of Corporate Governance area of the Company.
CHAIRMAN AND SECRETARY: Mr. Reynaldo Passanezi Filho presided over the meeting as Chairman, and invited me, Bárbara da Cunha Xavier, to serve as secretary. Once the meeting was installed, all members were present and the meeting was properly installed, the Board Members unanimously approved the drawing up of these minutes in a summary format.
MEETING AGENDA: (1) Information: Reporting of Advisory Committee Coordinators to the Board of Directors; (2) Investment proposal for the implementation of reinforcements provided for in Authorizing Resolutions 12.823 and 12.850; (3) Company's annual budget review for the year 2023 due to the end of Lotes 03 and 05 of ANEEL Auction 02/2022 and Authorization Resolutions 12823 and 12850 upon update of macroeconomic indices, including the declaration of vote for the subsidiaries' general meetings that will resolve on its respective budget for the year 2023; (4) Selection of a Headhunting Firm, pursuant to the Company's bylaws and shareholders' agreement; (5) Proposal of the Profit Sharing targets of the Board of TBE Group's companies for the year 2023 to the Executive Board of TBRE Group's companies and respective required voting guidance; (6) Information: Presentation of TAESA's 2022 retrospective; (7) Information: Presentation of the schedule and indicative conditions of the 13th issue of TAESA's debentures; (8) Information: Progress of Company's projects under construction; (9) Information: Updating of M&A Projects; (10) Information: Summary of ANEEL Auction 002/2022; (11) Information: Presentation on the occurrence of the
shutdown of the 500kV Imperatriz-Colinas C2 transmission line; and (12) Outside the agenda: Election of a member of the Finance Committee pursuant to the Internal Regulations of the Company's Board of Directors.
RESOLUTIONS TAKEN: When the Board Members were asked about having any conflict of interest with the topics on the agenda, they unanimously denied. Then, the members of the Board of Directors resolved the following:
- For information purposes, the Coordinators of the Advisory Committees to the Board of Directors reported on the discussions and recommendations made at the last meetings held.
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Approve the delegation of authority from the Board of Directors to TAESA's Board of Executive Officers for the approval of the contracting necessary for the implementation of Authorizing Resolutions 12.823 and 12.850, under the terms and amounts described in the supporting material filed at the Company's headquarters, as well as providing for that from 2024 the project is included in the annual and multi-annual budget.
• The matter was deliberated by the Company's Executive Board at a meeting on January
03, 2023 and recommended by the Committee on Implementation and New Business at a meeting held on January 12, 2023.
Resolution: The Board members became aware of Authorizing Resolutions 12.823 and 12.850 and the relevant investment, requesting that the necessary hiring follow the Company's normal governance instructions, including calling extraordinary meetings of the Advisory Committees and Board of Directors if necessary.
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Approve, pursuant to the material filed at the Company's headquarters and forwarded to the members of the Board of Directors:
a) the annual budget of the Company and its subsidiaries and the five-yearmulti-year plan;
b) the guidance vote on the budget approval in the respective Meetings of the subsidiaries in line with the fulfillment of TAESA's budget, with the following possible adjustments:
- adaptation of accounting according to IFRS procedures since TAESA makes adjustments to the original financial statements of the subsidiaries;
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inclusion of debts in TBE's budget, increase in the budget and payment of dividends of TBE Group's companies and their respective voting guidance in meetings of the
Board of Directors and Meetings due to negotiations in progress with the other partners; - small adjustments in budgets and their respective voting guidance for the affiliates and subsidiaries due to negotiations with the other partners that do not impact the fulfillment of TAESA's budget, only operationalize the achievement of expected results in a convergent manner with the needs of the other shareholders;
- the budgets of the participating companies were approved pursuant to the support material of the TAESA Board of Directors Meeting held on December 7, 2022.
- the payment of dividends and their respective voting guidance for the subsidiaries and affiliates up to a variation limit of 30% of the amount presented in the budget;
- the capital reduction and its respective voting guidance in the subsidiaries and affiliates up to a variation limit of 20% of the amount presented in the budget; and
- the subscription, contribution, and increase in the authorized capital stock, when necessary, and their respective voting guidance in the subsidiaries and affiliates up to a variation of 10% of the amount presented in the budget;
- the capital contribution provided for in the respective business plan of SPEs holding the lots eventually acquired in auction processes that impact the 2023 budget, as well as the respective expected Capex and Opex and their impacts on the calculation of the goals of the affected areas.
- the budget for Incentive Laws, Special Projects and Legal Contingency are for predictive and cash flow planning purposes and should not impact the calculations of variable compensation objectives;
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response to emergencies are not budgeted, as there are no forms of economic or financial restrictions for the immediate re-establishment of transmission service provision. Any emergency is addressed with full focus on the quality and promptness of the service, mobilizing the necessary resources for the reestablishment of the National Interconnected System (SIN).
• The matter was deliberated by the Company's Executive Board at a meeting on January
19, 2023 and recommended by the Finance Committee at a meeting held on January 23, 2023.
Resolution: Unanimously approved.
- After presenting the options of the best recruitment advisory firms in the market, the firm responsible for hiring the position of Chief Financial and Investor Relations Officer was defined, according to the support material filed at the Company's headquarters.
• The matter was deliberated by the Company's Executive Board at a meeting on
January 10, 2023 and recommended by the Strategy, Governance and Human Resources Committee at a meeting on January 12, 2023.
Resolution: Approved unanimously, being recorded by the members of the Board that it does not prevent Company employees from participating in the selection process for the position of Chief Financial and Investor Relations Officer at TAESA. - Guide the unfavorable vote at the meetings of the Board of Directors and declare the UNFAVORABLE vote in the Ordinary General Meetings of the companies Empresa
Amazonense de Transmissão de Energia SA ("EATE"), Empresa Norte de Transmissão de Energia SA ("ENTE" ), Empresa Paraense de Transmissão de Energia SA ("ETEP"), Empresa Catarinense de Transmissão de Energia SA ("ECTE") and Empresa Regional de
Transmissão de Energia SA ("ERTE") that deliberate on the approval of the proposed targets for the year of 2023 for the Directors of said TBE group companies, if the approved proposal is different from the one approved by TAESA's Board of Executive Officers, according to supporting material filed at the Company's headquarters.
- The matter was deliberated by the Company's Executive Board at a meeting on January
10, 2023 and recommended by the Strategy, Governance and Human Resources Committee at a meeting on January 12, 2023.
Resolution: Unanimously approved.
- For information purposes, the 2022 Company's retrospective was presented, according to the support material filed at the Company's headquarters.
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For information purposes, the schedule and indicative conditions of the 13th issue of
TAESA's debentures were presented, according to the supporting material filed at the Company's headquarters. - For information purposes, the progress of the Company's projects under construction was presented, according to the support material filed at the Company's headquarters.
- For information purposes, the update of M&A projects was presented, according to the support material filed at the Company's headquarters.
- For information purposes, the summary of the ANEEL 002/2022 Auction was presented, according to the support material filed at the Company's head office.
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For information purposes, the shutdown of the transmission line 500kV Imperatriz-
Colinas C2 was carried out according to the support material filed at the Company's headquarters. - Approve the election of Mr. Daniel Isaza Bonnet to compose the Company's Finance Committee for a unified term of office that extends until the Company's Annual Shareholders' Meeting to be held in 2023, due to the resignation of Mrs. Carolina Botero
Londoño presented on September 30, 2022, pursuant to the Internal Regulations of the Board of Directors, with the composition of the Advisory Committees of the Board of Directors being as follows:
Strategy, Governance and Human | Finance Committee | ||||
Resources Committee | |||||
Jaime Leôncio Singer | Reinaldo Le Grazie | ||||
Rodrigo de Mesquita Pereira | José Reinaldo Magalhães | ||||
Maurício Dall'Agnese | Leonardo George de Magalhães | |||
Carlos Humberto Delgado | Daniel Isaza Bonnet | |||
César Augusto Ramírez Rojas | Jaime Caballero Uribe | |||
Celso Maia de Barros | Celso Maia de Barros | |||
Audit Committee | Implementation and New Business | |||
Committee | ||||
José Reinaldo Magalhães | Reinaldo Le Grazie | |||
Rodrigo de Mesquita Pereira | André Fernandes Berenguer | |||
Douglas Heleno Penaforte | Maurício Dall'Agnese | |||
Daniel Isaza Bonnet | Daniel Isaza Bonnet | |||
Carlos Ignacio Mesa | César Augusto Ramírez Rojas | |||
Hermes Jorge Chipp | Celso Maia de Barro | |||
CLOSING: There being no further issues to be discussed, the meeting was adjourned, and these minutes were drawn up, read and found to be in conformity, and approved and signed by all members of the Board of Directors who voted at this meeting.
Rio de Janeiro, January 26, 2023.
_________________________________ | _________________________________ |
Reynaldo Passanezi Filho | José Reinaldo Magalhães |
_________________________________ | _________________________________ |
Reinaldo Le Grazie | Jaime Leôncio Singer |
_________________________________ | ________________________________ |
Maurício Dall'Agnese | Jaime Caballero Uribe |
_________________________________ | _______________________________ |
César Augusto Ramírez Rojas | Victor Manuel Muñoz Rodriguez |
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TAESA - Transmissora Aliança de Energia Elétrica SA published this content on 02 February 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 February 2023 12:50:03 UTC.