Energias do Brasil SA and subsidiaries - EDP no Brasil | Investidores

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INVESTMENTS 18 2009 MANAGEMENT REPORT The investments of EDP Energias do Brasil totaled R$ 785.8 million in 2009, 27 below to the funds allocated to the business areas in the previous year. In distribution, there was a reduction mainly on account of the withdrawal of Enersul from the consolidation perimeter of EDP Energias do Brasil. The variations in generation are as follows: (i) the conclusion of the works of PCH Santa Fé; (ii) investments for the repowering of the Energest; (iii) investments for the construction of UTE Porto do Pecém; and (iv) investments in UHE Peixe Angical with the charge transformer and higher amounts invested in the plant reservoir due to environmental reasons. THE CAPITAL MARKET On December 31, 2009, the shares of EDP Energias do Brasil closed at R$ 33.55, presenting an increase of 60.2% in 2009, performance below the Ibovespa (82.7%) and in line with the Electric Energy Index - IEE (59.1%). The market value of the Company upon closing of 2009 was R$ 5.3 billion. The shares were present on all the floors of 2008, with traded volume of 73.7 million and daily average of 299.7 thousand securities. The financial volume totaled R$ 2,053.8 million, representing daily average of R$ 8.3 million. OFFERING OF SHARES Investments* (R$ million) 2009 2008 Chg. Distribution 368,996 478,887 -22.9% Bandeirante 147,565 160,089 -7.8% Escelsa 221,431 224,765 -1.5% Enersul - 94,033 -100.0% Generation 409,307 595,269 -31.2% Enerpeixe 21,080 12,311 71.2% Energest 67,348 92,250 -27.0% Lajeado / Investco 12,368 8,766 41.1% Santa Fé 41,758 74,936 -44.3% Pecém 266,753 407,006 -34.5% Other 7,471 2,217 237.0% Total 785,774 1,076,373 -27.0% On October 28, 2009, the Company's Board of Directors approved the realization of the Secondary Public Distribution of Common Shares. The offering of shares ended on November 24, 2009, with distribution of 15.5 million shares at the price of R$ 28.50 per share. The proceeds from the offering were used to: (i) payment of debt contracted at the time of the swap of assets involving Lajeado/Investco and Enersul in the amount of R$250.0 million in order to acquire 13,110,225 shares of the Company, as result of the withdraw right exercised by minority shareholders; (ii) increase in the financial flexibility and benefit from future investment opportunities, such as new projects of generation of energy and repowering. For further details on the offering, see the definitive offering memorandum at our website www.edpbr.com.br/ri
OWNERSHIP STRUCTURE 19 2009 MANAGEMENT REPORT On December 31, 2009, the Company's capital stock was represented in full by 158,805,204 nominative common shares. Of all the shares, 55,622,847 common shares are free float, pursuant to the definition of the Listing Regulation of the Novo Mercado (New Market) of Bovespa, are in circulation. At the end of the year, 280,225 shares were held in treasury. REMUNERATION OF SHAREHOLDERS EDP Energias do Brasil has the policy of distributing dividends and/or interest on own capital in the minimum amount equivalent to 50% of the Company's adjusted net income, calculated in conformity with article 189 of the Corporation Law, with Brazilian accounting practices and with the rules of CVM (Securities Commission). Notwithstanding the adoption of the dividend distribution policy referred to above, the Company can distribute dividends and/or interest on capital in a sum lower than 50% of its adjusted net income in any year, when required to do so by legal or regulatory provision or, also, when recommendable in view of the financial situation and/or outlook of the company, of the macroeconomic conditions, of reviews and tariff adjustments, of regulatory changes, growth strategy, contractual limitations and other factors considered relevant by the Board of Directors and by the shareholders of EDP Energias do Brasil. In addition, on a date to be defined the Company's Board of Directors will approve in the Ordinary General Meeting (AGO), the payment of a supplementary dividend of R$ 296,318 thousand, corresponding to R$ 1.87 per share. We point out that the shareholder compensation in 2009 will be 13% higher despite the Secondary Public Distribution of Shares, which were not entitled to revenue in 2008 because they were held in treasury. CORPORATE GOVERNANCE The commitment to best practices in the relationship with its audiences leads EDP Energias do Brasil to adopt corporate governance characterized by transparency, extension of shareholders' rights, approval of accounts and ample disclosure of information. To reinforce this mode, the holding company maintains only common shares (voting) listed, since July 2005, in the Novo Mercado of Bovespa - the segment of companies that undertake governance commitments in addition to the determinations of corporation law. EDP Energias do Brasil is bound by arbitration in the Market Arbitration Panel, pursuant to the Arbitration Clause contained in its By-laws. BOARD OF DIRECTORS The Board of Directors is formed by eight members, including an executive director and four independent board members, two of whom are appointed by minority shareholders. They are elected by the General Meeting for a term of office of one year, with possibility of reelection. The board is responsible for establishing the general policies and guidelines of business, including the long-term strategy; elect the members of the Board of Executive Officers and supervise its operations, besides the activities defined by law and in the By-laws of the Company. The Board of Directors of the Company is currently formed by the following members: Chairman: António Luis Guerra Nunes Mexia Vice-Chairman: António Manuel Barreto Pita de Abreu
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Energias do Brasil SA and subsidiaries - EDP no Brasil | Investidores

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