2. AES Brasil Group
• Presence in Brazil since 1997
• Comprised of four companies in the sectors of
energy generation and distribution
• 7.4 thousand AES Brasil People
• Investments 1998-2011: R$ 8.1 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 practice of dividend distribution
since 2006:
– AES Tietê: 100% of net income on quarterly
basis
– AES Eletropaulo: distribution above the
minimum required (25% of net income) on
semi-annual basis
2
4. Shareholding Structure
AES Corp BNDES
C 50.00% + 1 share C 50.00% - 1 share
P 0.00% P 100%
T 46.15% T 53.85%
Cia. Brasiliana
de Energia
C 71.35% C 76.45%
C 99.99% C 99.00% P 32.34% P 7.38%
T 99.70% T 99.99% T 99.00% T 52.55% T 34.87%
AES AES AES AES
AES Sul
Infoenergy Uruguaiana Tietê Eletropaulo
C = Common Shares
P = Preferred Shares
T = Total
4
5. Listed Companies Shareholding Composition
¹ ¹ Free Float Others² Market Cap³
16.1% 19.2% 56.2% 8.5% R$ 4.8 bi
24.2% 28.3% 39.5% 8.0% R$ 8.5 bi
1 - Parent companies, AES Corp and BNDES, have similar voting capital on each of the Companies: approx 38.2% on AES Eletropaulo and 35.7% on
AES Tietê
2 - Includes Federal Government and Eletrobrás shares in AES Eletropaulo and AES Tietê, respectively
3 - Base: 09/30/2011. Considers preferred shares for AES Eletropaulo and preferred and common shares for AES Tietê
5
6. AES Brasil is the second largest group in
Ebitda1 – 2010 (R$ Billion)
electric sector
4.5
4.2
3.4
3.0
2.6
2.0 1.6
1.6
1.5
0.6
CEMIG AES BRASIL CPFL NEOENERGIA TRACTEBEL CESP EDP LIGHT COPEL DUKE
Net Income1 – 2010 (R$ Billion)
2.3 2.2
1.8
1.6
1.2
1.0
0.6 0.6
0.2
0.1
CEMIG AES BRASIL NEOENERGIA CPFL TRACTEBEL COPEL EDP LIGHT DUKE CESP
6
1 – excluding Eletrobrás Source: Companies’ financial reports
7. AES Tietê is an important player among private
Generation Installed Capacity (MW) - 2012 1
energy generators
Main privately held Companies
AES Tietê is the 3rd largest among private
AES TIETÊ CPFL DUKE
2,3% 2,4% 1,9%
EDP generation companies and 10th largest
1,6%
TRACTEBEL NEOENERGIA
6,1% 1,2% overall
ENDESA
0,8%
LIGHT
0,8% Approximately 78% of country’s
generation installed capacity is state-
DEMAIS CHESF ³ owned2
27% 9%
FURNAS ³ There are three mega hydropower plants
8%
under construction in the North region of
ELETRONORTE ³
8%
Brazil with 18 GW in installed capacity
COPEL ITAIPU ³
4% 6%
– Santo Antonio and Jirau (Madeira River): 7 GW
PETROBRÁS ELETRONUCLEAR ³
5% CEMIG CESP 3%
6% 6% CGTEE ³ – Belo Monte (Xingu River): 11 GW
1%
ELETROSUL ³
0,4% 1- Sources: ANEEL – BIG (March, 2012) and Companies websites 2- Source: Merrill Lynch
Total Installed Capacity: 117 GW 7
3 – Eletrobrás, totaling 35%
8. AES Brasil is the largest distribution group
in Brazil
Consumption (GWh) - 2010
13%
• 63 distribution companies in Brazil
distributing 419 TWh
40% 12%
AES Brasil
AES Brasil
• AES Brasil is the largest electricity
distribution group in Brazil:
CPFL Energia
CPFL Energia
10% – AES Eletropaulo: 43 TWh distributed,
7%
CEMIG
Cemig representing 10.3% of the Brazilian
6% 6% market
6%
Neoenergia
Neo Energia
Consumers – Dec/2010 – AES Sul: 9 TWh distributed,
12% Copel
Copel representing 2.2% of the Brazilian
market
30% Light
Light
12% Distribution companies’ operations are
EDP
EDP
restricted to their concession areas
12%
Outros
Outros Acquisitions must be only performed by
5% the holdings of economic groups
7%
7% 16% 8
10. Energy Sector in Brazil: business segments
Free Clients Distribution Transmission Generation
• Consumption of 113 TWh • 63 companies • 68 companies • 13 groups controlling 76% of
(26% of Brazilian total market) • 430 TWh of energy • 68% private sector total installed capacity
• Conventional sources: distributed in 2011 • 22% private sector
• High voltage transmission
above 3000 kW • 1,862 power plants
• 70 million consumers (>230 kV)
• Alternative sources: • 117 GW of installed capacity
• 67% private sector • 98.648 km in extension
between 500 kW e 3000 kW • 73% hydroelectric
• Annual tariff adjustment lines (SIN¹)
• Large consumers can • 17% thermoelectric
• Tariff reset every four or • Regulated public service
purchase energy directly
five years with free access • 5% biomass
from generators
• Regulated public service • Regulated tariff (annually • 4% SHPP2
• Free contracting
• Regulated contracting adjusted by inflation)
environment • 1% Wind
environment
• Contracting environment –
¹ Interconected National System
free and regulated markets 10
² Small Hydro Power Plants Sources: EPE, Aneel, ONS and Merrill Lynch
11. Energy sector in Brazil:
contracting environment
Regulated Market Free Market
Generators, Independent Power Producers Generators and Independent
(IPPs), Trading companies and Auto producers Power Producers (IPPs)
Auctions: New Energy
Bilateral contracts (PPAs1)
and Existing Energy
Distribution companies Free clients
• 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 PPA1
– Existing Energy (A-1): Delivery in 1 year, 5-15 years regulated PPA1
1 – Power Purchase Agreement 11
12. Energy sector in Brazil:
demand perspectives
Macroeconomic Scenario
GDP - Annual growth (%) EPE’s1 Assumptions:
2004-2008 2010 2011 2012-2015 • Latest EPE’s estimates considers an
3.6 7.2 4.0 5.0 economic activity slowdown in Brazil
(industrial stagnation and higher
inflation).
Brazilian Consumption Evolution (TWh)
5.0% p.a. • For the next years, the good performance
of domestic market and the perspectives
3.6% 515
4.0% p.a. 493 of higher investments are factors
469 indicating that the Brazilian economy will
444
423 recover the growth path observed before
408
369
380 376 the global crisis.
349
• Brazil will also benefit from the growth of
emerging markets, with impact on
exports of primary products.
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015
12
1 - Source: EPE (Energetic Research Company) / ONS (National System Operator) – Second Review – september/11
13. Energy sector in Brazil:
supply perspectives
Installed Energy Capacity in Brazil1
Total installed capacity is expected to reach 171 GW by 2020
Brazilian energy matrix will present higher diversification, but in the next 10 years hydropower plants will
continue to prevail
2011: 115 GW 2020: 171 GW
2
SHPP: 4%
Natural gas: 7%
2
SHPP: 4%
Biomass: 5%
Natural gas: 8%
Biomass: 5% Oil: 5%
Oil: 3% Nuclear: 2%
Nuclear: 2% Others: 17% Coal: 2%
Hydro: 67% Diesel: 1%
Others: 10%
Hydro: 73% Coal: 2%
Diesel: 1%
Wind: 7%
Wind: 1%
Steam: 1% Steam: 0%
1- Source: EPE (Energetic Research Company), Ten-year Energy Plan 2020, May/2011 2 - Small Hydro Power Plant
13
14. Energy sector in Brazil:
regulatory methodology
Tariff Reset and Readjustment
• Tariff Reset is applied each 4 years for AES Eletropaulo
− Base date: Jul/2011 • Parcel A Costs
− Parcel A: costs are largely passed through to the tariff Energy − Non-manageable costs that are largely
Purchase passed through to the tariff
− Parcel B: costs are set by ANEEL Transmission
− Incentives to reduces costs
Sector Charges
• Tariff Readjustment: annually
− Parcel A : costs are largely passed through to the tariff
Regulatory
− Parcel B: cost are adjusted by IGPM +/- X(1) Factor Opex • Regulatory Opex:
(PMSO)
– Efficient operating cost determined by
ANEEL (National Electricity Agency)
X WACC Investment
Remuneration
• Remuneration Asset Base:
Remuneration
Asset Base – Prudent investments used to calculate
the investment remuneration (applying
X Depreciation WACC) and depreciation
Depreciation
Regulatory Parcel A - Non-Manageable Costs
Ebitda
Parcel B - Manageable Costs 14
1 – X Factor: index that captures productivity gains
15. Energy sector in Brazil:
regulatory methodology
3rd Cycle of Tariff Reset – X Factor
X FACTOR Pd Q T
= + +
Distribution Operational expenses
DEFINITION Quality of service
productivity trajectory
To capture To stimulate the To implement operational
OBJECTIVE productivity gains improvement of the expenses trajectory during
with distribution service quality the tariff cycle
Defined at tariff reset,
considering the Defined at each tariff Defined at tariff reset,
average productivity of readjustement, considering the
sector adjusted by the according to the expenses established by
APLICATION market growth and variation of SAIDI and reference company and
variation of consumer SAIFI and comparative benchmarking
units of the distributor performance of discos methodologies 15
since last reset
16.
17. AES Tietê Overview
Generation facilities
17 hydroelectric plants operating within the states of
São Paulo and Minas Gerais
30-year concession valid until 2029; renewable for
another 30 years
Installed capacity of 2,659 MW, with physical guarantee1
of 1,280 MW average
Almost all the amount of energy that AES Tietê can sell
in the long term is contracted to AES Eletropaulo until
the end of 2015
AES Tietê can invest in generation, its main activity, and
operate in energy trading
355 employees
17
1 - Amount of energy allowed to be long term contracted
18. Generated energy shows high
operational availability
Generated energy (MW avarage1) Generated energy by power plant (MW avarage1)
130%
125%
124%
4% Água Vermelha
118% 10%
Bariri
Barra Bonita
8%
Euclides da Cunha
6% 58% Ibitinga
1,665
1,599 3% Nova Avanhandava
1,582
5% Promissão
1,512
6% Other Power Plants*
2008 2009 2010 2011
Generation - Mw avg Generation/Physical guarantee
1 – Generated energy divided by the amount of hours * Caconde, Limoeiro, Mogi and SHPPs 18
19. A significant amount of billed energy and net
revenues comes from the bilateral contract with
AES Eletropaulo
Energy Billed (GWh) Net Revenues (%)
94%
117 94%
14,706 301 14,729 15,122
13,148 554
1,150 117 301
1,340
331
1,680 2,331 1,150 1,980
215
1,340 1,519
346
1,680 2,331 1,980
1,135 1,942
1,188
1,554
1,535
11,138
11,138 11,10811,108 11,108 11,108 11,108
8,578 8,045 1%
1% 3%
2% 2% 3%
AES Eletropaulo
1
2008
2008 2009 2009 2010 2010
9M10 2011
9M11
Other bilateral contracts
2
AES Eletropaulo MRE Spot Market Other bilateral contracts
Spot Market
1 – Leap Year 2 – Energy Reallocation Mechanism MRE 19
20. Investments in the modernization of Nova
Avanhandava, Ibitinga and Caconde
power plants
Investments (R$ million) 2011 Investments
175
19 85%
82
59 56 174
12 156
13 4% 11%
20
70
39 43
2008 2009 2010 2011 2012(e)
Equipment and Modernization
Investments New SHPPs* New SHPPs*
IT Projects
*Small Hydro Power Plants 20
21. Growth opportunities
Perspectives
• Project features
- Combined cycle using natural gas
- Estimated investment of R$ 1.1 billion
- Natural gas consumption: 2.5 million m3/day
- 550 MW of installed capacity
• Updates
- Environmental license obtained on October, 20th 2011
(valid for 5 years)
- Gas unavailability for A-5 in 2011 and A-3 Energy
Auction in 2012
• Next events
- Get the installation license
- Obtain gas supply in order to:
- Participate in the next auctions; or
- Evaluate energy offering in the free market
21
23. Practice of total net income distribution on
quarterly basis*
Net Income and Dividend Pay-out1 (R$ million)
117%
11% 11% 110% 109%
100%
12% 11% 11% 11%
706 737
31
692 816 784 845
(74) (78)
(36)
2008 2009 2010 2011
Pay - out 2010 Pref
Yield Recurring Non- recurring IFRS Effect
1 – Gross value
23
(*) 2009 and 2010 numbers in IFRS
24. Debt profile
Net Debt (R$ billion) Amortization Schedule – Principal (R$ million)
0.3x 0.3x 0.3x 0.3x
300 300 300
0.5
0.4 0.4 0.4
2008 2009 2010 2011 2013 2014 2015
Dívida Líquida Net Debt / EBITDA
• December, 2011:
– Average debt cost in 2011 was 115% of CDI1 p.a. or 15% p.a.
– Average debt maturity of 2.6 years
– Net debt: R$ 0.5 billion
– Net debt/EBITDA: 0.3x
24
1 – Brazilian Interbank Interest Rate
27. AES Eletropaulo overview
Concession Area
Largest electricity distribution company in Latin America
Serving 24 municipalities in the São Paulo Metropolitan area
Concession contract valid until 2028; renewable for another 30
years
Concession area with the highest GDP in Brazil
45 thousand kilometers of lines and 6.3 million consumption
units in a concession area of 4,526 km2
Total distributed volume of 45 TWh in 2011
AES Eletropaulo, as a distribution company, can only invest in
assets within its concession area
5,668 employees
27
28. Consumption evolution
Total Market1 (GWh) 2011 Consumption by Class (%)
6% 9
14
14%
45,102
43,345 36% 26
41,243 41,269
8,284
7,911
7,383 6,832 18% 43
26% 28
17
34,436 35,434 36,817
33,860
36
26
2008 2009 2010 2011 Brazil AES Eletropaulo
Captive Market Free Clients
Residential Commercial Industrial Others
28
1 – Net of own consumption
29. Industrial class
Industrial class X industrial production in São Paulo State
15%
10%
5% • Industrial consumption is
0% influenced by manufacturing
-5% industry performance in São Paulo
-10% Economic crisis Economic recovery State
-15%
• Recent slowdown is influenced by
Jul/07 Aug/08 Sep/09 Oct/10 Nov/11
Industrial Production of SP (% 12 months) Industrial (% 12 months) the decrease of industrial
Consumption of industrial class by activity – AES Eletropaulo production in 2011
• Moreover, the migration of clients
to other regions of São Paulo State
and of the country negatively
Vehicles,
Other industries
Chemical, Rubber,
Plastic and Metal
impacts this class
50%
products
50%
29
30. Residential class
Residential class X Average income in São Paulo Metropolitan Area
1,800 4,800
• Residential class is influenced by
Average Income R$ - SP (q-2*)
income in São Paulo Metropolitan
Residential (GWh)
1,600 4,300
Area
1,400 3,800 • Maintenance of the income
expansion trend in São Paulo
1,200 3,300
Metropolitan Area will sustain
1,000 2,800 growth of residential class
1Q06 3Q06 1Q07 3Q07 1Q08 3Q08 1Q09 3Q09 1Q10 3Q10 1Q11 3Q11
• Average annual growth (2003-
Avg Real Income R$ - SP q-2) Residential (GWh)
2011):
Consumption per consumer (in kWh) – total residential market: 5.5%
y.y.
- 9.4% – consumption per consumer:
258
2.1% y.y.
229 234
223 228 Consumption per consumer is
213 219
220 203 207 still 9.4% lower than in
199
192
the period before the rationing
* 2 quarters of delay in relation to consumption
30
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011
31. Investments amounted
R$ 739 million in 2011
Investments Breakdown (R$ million) Investments 2011 (R$ million)
841 227
739 46
682 22 172
55
28
22
516 39
457 35
37
189
47
794
717
654
478
410 Maintenance
Client Service
System Expansion
Losses Recovery
2008 2009 2010 2011 2012(e)
IT
Capex Paid by Customers Paid by the Clients
Others
31
32. SAIDI & SAIFI
SAIDI - System Average Interruption Duration Index SAIFI - System Average Interruption Frequency Index
7.87
8.41 7.39
6.93
10.92
10.09
9.32
8.68
9.20 11.86 10.60
10.36
5.20 6.17 5.43 5.45
2008 2009 2010 2011 2008 2009 2010 2011
5th 8th 7th 6th 1st 7th 3rd 4th
SAIDI (hours) SAIDI Aneel Reference SAIFI (times) SAIFI Aneel Reference
ABRADEE ranking position among the 28 utilities with more than 500 thousand customers
► 2012 SAIDI ANEEL Reference: 8.67 hours ► 20112 SAIFI ANEEL Reference: 6.87 times
32
Sources: ANEEL, AES Eletropaulo and ABRADEE
33. Operational Indexes
Losses (%) Collection Rate (% over Gross Revenues)
11.6 11.8
10.9 10.5 102.4 102.1
101.1
98.5
5.1 5.3 4.4 4.0
6.5 6.5 6.5 6.5
2008 2009 2010 2011 2008 2009 2010 2011
Technical Losses¹ Commercial Losses
ANEEL References:
From Jul/09 to Jun/10: 12.32% From Jul/10 to Jun/11: 12.45%
33
1 – Current technical losses used retroactively as a reference
39. Commitment with sustainability
Our Commitment with Sustainability
We act as a transformer agent understanding, meeting and anticipating our customers electric power needs with safe and
innovative solutions for the economic, environmental and social development of the communities in which we are present.
39
40. Commitment with sustainability
SUSTAINABLE ENERGY INNOVATION IN PRODUCTS EFFICIENCY IN THE USE OF DEVELOPMENT & VALUATION
SAFETY
GENERATION AND SERVICES RESOURCES OF COWORKERS, SUPPLIERS
AND COMMUNITIES
... means an attitude of ... means using ... means providing an ... means allocating ...means knowing,
protection of our economic, social and environment and them in such a manner involving in a
coworkers, suppliers environmental culture that inspire that balanced and transparent form and
and of the population. resources in a balanced solutions that improve perennial results are positively influencing
fashion, preserving the people’s life, ensuring ensured for all our coworkers,
present time and quality and excellence stakeholders, abiding by suppliers and
ensuring the future in the services rendered the values practiced by communities to build a
to the customer. the company collective agenda that
generates value for
everyone
TRANSVERSAL THEMES
Communication
Stakeholders active
Education for sustainability Knowledge
participation
Transversal Information
Themes
To learn more access: www.aesbrasilsustentabilidade.com.br
40
41. Social Responsibility: Main Projects
Development and transformation of communities
Education, culture “Casa de Cultura e Cidadania” Project
and sport
Offers activities in culture and sports, courses, workshops and
lectures. Directly benefits approximately 5.6 thousand children
and teenagers and, indirectly, 290 thousand people in 7 units
located within AES Brazil companies’ area of operation.
Children education and development
“Centros Educacionais Luz e Lápis” Project
Two units in São Paulo attending 320 children from 1 to 6 years old, in social
vulnerability.
41
42. Social Responsibility: Main Projects
Converting Consumers to Clients
A project developed to work on electrical network regularization.
Since 2004, more than 500 thousand families in low income
communities were benefited from better energy supply conditions
and social inclusion.
Education about Safety and Efficiency in energy consumption
“AES Eletropaulo nas Escolas” Project
Education about safe and efficient use of energy to 4.5 thousand teachers and 404 thousand
students from 900 public schools, between 2010 and 2011. The actions include recreational
activities offered in adapted trucks.
42
44. Costs and Expenses
Costs and operational expenses1 (R$ million)
415 433 420
351
187 174
112 201
239 214 246 245
2008 2009 2010 2011
Energy Purchase, Transmission and Connection Charges, and Water Resources
Other Costs and Expenses 2
1 – Do not include depreciation and amortization 2 - Personnel, Material, Third Party Services and Other Costs and Expenses 44
45. Costs and Expenses
Costs and operational expenses1 (R$ million) PMS2 and Other Expenses (R$ million)
1,306 1,255 1,272
6,961 1,193
6,745
6,431 254 138
165
5,893 1,272
1,255 379
1,306
1,193
352 443 513
329
5,490 5,689
4,700 5,125
700 647 622
485
2008 2009 2010 2011 2008 2009 2010 2011
Energy Supply and Transmission Charges
PMS² and Others Expenses Personnel and Payroll Material and Third Party Others
1 – Do not include depreciation and amortization
2 - Personnel, Material, Third Party Services and Other Costs and Expenses 45
46. Action Plan: R$ 242 million in 2011-2012
increase of 212 emergency teams, totalizing 353 teams trained to
perform attendances in powered grid
hiring and training of 580 maintanance and construction electricians
hiring of 30 additional prunning electricians
Concluded in
2011 38% increase in call center positions (150 positions)
doubling of SMS receipt capacity to 100 thousand / day
increase of call center service capacity by 27 times from 2 thousand to
54 thousand calls / hour
300 additional stand-by positions in call center for emergency
situations
December/11
increase of 120 emergency teams, totaling 473 teams
to March/12
46
47. AES Tiete's expansion obligation
Privatization Notice Judicial Notice: AES Tietê was
established the Aneel informed summoned to answer a São Paulo State
The Company was notified
obligation to expand the that the issue is Lawsuit filed by the Supreme Court Efforts being made
by the State of São Paulo
installed capacity in not related to State of São Paulo, rejected AES Tietê’s
Attorney's Office to present by the Company to
15% (400 MW) until the concession which requested the appeal. The
its understanding on the
2007, either in agreement and fulfillment of the grounds for the meet the obligation :
matter, having filed its
greenfield projects must be obligation in 24 months. denial and the
response on time, the
and/or through long addressed with proceedings were ended, An injunction was contents of the • Long-term energy
term purchase the State of São since no other action was granted in order to have decision have not
contracts (biomass)
agreements with new Paulo taken by the Attorney's a project submitted yet been disclosed.
plants Office within 60 days. totaling an average of
10 MW
• SHPP São Joaquim
- started operating in
1999 2007 Aug/08 Oct/08 Jul/09 Sep/10 Sep/11 Nov/11 Feb/12 July, 2011, with 3 MW
of installed capacity
• SHPP São José –
under construction,
Company faces restrictions until
Popular Action: with 4 MW of installed
deadline: In response to a Popular Lawsuit:
Due to the plaintiffs failure
• Insufficiency of hydro resources Action (filed by to specify the persons that The Company capacity, expected to
• Environmental restrictions individuals against the should be named as appealed to the be operational in 1H12
Federal Government, Defendants, a favorable State of Sao
• Insufficiency of natural gas supply Aneel, AES Tietê and decision was rendered by Paulo State Court • Thermo-SP - Project
• New Model of Electric Sector (Law # Duke), the Company the first Instance Court of Appeals and
10,848/2004), which forbids bilateral presents its defense the injunction was of a 550MW gas fired
(an appeal has been filed)
agreements between generators and before the first instance stayed thermal plant
distributors
47
48. Eletrobras Lawsuit
State-owned
Eletropaulo was
spun-off into four Eletrobras, after On July 7, the Next Steps:
companies and, winning the judge determined
Eletrobras and Eletrobras 1 - The auditing
Stated-owned according to our interest Eletropaulo and
CTEEP appealed requested the 1st procedure (AP)
Eletropaulo understanding calculation CTEEP to present
to the Superior level of court is expected to
borrowed money based on the discussion, filed their
Court of Justice judge to appoint begin by the 1st
from Eletrobras spin-off an Execution Suit considerations,
(SCJ) an expert half of 2012
agreement, the to collect the due which occurred in
discussion was amount August 2 – AP is
transferred to expected to be
CTEEP concluded in at
least 6 months
3 - After AP’s
conclusion, a
1st level court
decision will be
Nov/86 Dec/88 Jan/98 Apr/98 Sep/01 Sep/03 Oct/05 Jun/06 May/09 Dec/10 Jul/11 released
4 - Appealing to
the 2nd instance
court
5 - Foreclosure
starts.
Presentation of
State-owned
The 2nd level of Eletrobras guaranty
Eletropaulo and Privatization requested the
court excluded The SCJ decided
Eletrobras event . State- 6 - Request to
AES Eletropaulo to send the beginning of the
disagreed on how owned withdraw the
from the Execution Suit appraisal
to calculate Eletropaulo guaranty
discussion based back to the 1st procedure, which is
interest over that became AES under 1st. instance 7 - Appeals to
on the spin-off level of court
loan and a lawsuit Eletropaulo court analysis the 3rd instance
agreement
was started courts
48
49. Shareholders Agreement
On 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 Any party with an intention to dispose its shares should first provide the other party the right to buy
refusal that participation at the same price offered by a third party
Tag along In the case of change in Brasiliana’s control, tag along rights are triggered for the following
rights 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
Drag along Once the offering party exercises the Drag Along clause, offered party is obligated to dispose of all
rights its shares at the time, if the Right of 1st Refusal is not exercised by offered party
49
50. Brazilian Main Taxes
AES Tietê
AES Eletropaulo
• Income Tax / Social Contribution:
• Income Tax / Social Contribution:
– 34% over taxable income
– 34% over taxable income
• ICMS (VAT tax) • ICMS: 22% over Revenue (average rate)
– deferred tax – Residential: 25%
• PIS/Cofins (sales tax): – Industrial and Commercial: 18%
– Eletropaulo s PPA: 3.65% over Revenue – Public Entities: free
– Other bilateral contracts: 9.25% over Revenue • PIS/Cofins:
minus Costs – 9.25% over Revenue minus Costs
50
51. Contacts:
ri.aeseletropaulo@aes.com
ri.aestiete@aes.com
+ 55 11 2195 7048
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.
