COMPANHIA ENERGÉTICA DE MINAS GERAIS-CEMIG

Publicly held Company

Corporate Taxpayer's ID (CNPJ): 17.155.730/0001-64

Company Registry (NIRE): 31.300.040.127

BOARD OF DIRECTORS' PROPOSAL TO THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETINGS - ASM/ESM, TO BE REMOTELY HELD ON APRIL 27, 2023, AT 11:00 AM.

Dear shareholders:

Considering that the Board of Directors of Companhia Energética de Minas Gerais-Cemig submitted the proposals to the Annual and Extraordinary Shareholders' Meetings - ASM/ESM, to:

At the Annual Shareholders' Meeting:

  1. approve the Management Report and the Financial Statements for the fiscal year ended December 31, 2022, accompanied by their respective supplementary documents; (ii) approve the allocation of the profit for 2022 and the Company's capital budget; and, (iii) set the overall compensation for Management and the members of the Fiscal Council and the Audit Committee.

At the Extraordinary Shareholders' Meeting:

  1. elect a Fiscal Council member, given the request for replacement of a sitting member of said council, appointed by the majority shareholder, the Minas Gerais State Government,
  2. change the wording of Article 1 of the Company's Bylaws to precisely include the retail trade activity, to comply with a legal requirement; (vi) consolidate the Company's Bylaws to reflect the said change; and, (vii) authorize management to take all the necessary measures to formalize the resolutions above.

The following proposals are recommended to be submitted to the Annual and Extraordinary Meetings - AEM/ESM:

  1. Approval of the closing of the Financial Statements for 2022. Forward, to the Annual Shareholders' Meeting, to be held on April 27, 2023, the Management Report, the Financial Statements for 2022, and the respective supplementary documents;
  2. Approval of the allocation of the profit for 2022, the following proposal for allocation of the Net Income for 2022, totaling R$4,092,313 thousand, the balance of realization of the cost attributed to PP&E, totaling R$13,554 thousand, the realization of the unrealized profit reserve, totaling R$834,603 thousand, as follows:

•R$204,616 thousand to be held in Equity, in the Legal Reserve account, according to Law 6,404/1976;

•R$2,232,463 thousand to be allocated to the payment of mandatory dividends for the Company's shareholders, in two equal installments, the first of which by June 30, 2023, and the second by December 30, 2023, as shown below:

Classification: Targeted

-R$1,983,650 thousand declared as interest on equity (IoE) and included in mandatory dividends, as resolved by the Executive Board upon the declaration of IoE in 2022;

-R$248,813 thousand declared as mandatory dividends, payable to shareholders registered in the Book of Registry of Registered Shares on the date of the holding of the ASM.

•R$1,755,963 thousand to be held in Equity, in the Profit Retention Reserve account, to collateralize the Company's consolidated investments planned for 2023, according to the capital budget;

•R$26,193 thousand to be held in Equity, in the Tax Incentive Reserve account, referring to tax incentives linked to investments in the Sudene region. The Unrealized Profit Reserve will remain with a balance of R$834,603 thousand, considering the reversal of the reserve created in 2021 and the new reserve in the same value created in 2022. Mandatory dividends will be paid in 2 (two) equal installments, the first of which by June 30 and the second by December 30, 2023. The Executive Board will be responsible for determining the places and methods of payment;

  1. Approval of the definition of the overall compensation for Management, Fiscal Council members, and Audit Committee members, totaling R$29,500,000.00 (twenty-nine million and five hundred thousand reais) for the cycle between April 2023 and March 2024;
  2. Election of a Fiscal Council member, given the request for the appointment of Mr. Pedro Bruno Barros de Souza, as sitting member of the Company's Fiscal, to replace Mr. Fernando Scharlack Marcato, sitting member of this council, appointed by the majority shareholder, the Minas Gerais State Government;
  3. Change the wording of Article 1 of the Company's Bylaws to precisely include the retail trade activity, to comply with a legal requirement:

After approval of the item above, authorize the change to the wording of article 1 of the Bylaws, which shall now be as follows: "Article 1 - Companhia Energética de Minas Gerais - CEMIG, founded on May 22, 1952, a publicly held and government-controlledprivate company, shall be governed by this Bylaws and the applicable legislation, and it has the purpose of building, operating, and exploring generation, transmission, and distribution systems, and the trade of electricity, including retail tradeand correlated services; developing activities in various electricity fields, in any of its sources, for economic and commercial exploration; providing consulting services related to its area of operation for companies in Brazil and abroad; and performing activities that are directly or indirectly related to its business purpose, including the development and exploration of telecommunications and information systems, the research and development of technologies, and innovation."

  1. Approval of the consolidation of the Company's Bylaws to reflect the aforementioned change; and
  2. Authorize management to take all the necessary measures to formalize the resolutions above.

This proposal aims to meet the legitimate interests of the Company and its shareholders, the reason why the Board of Directors expects it will be approved.

Belo Horizonte/MG - March 24, 2023.

Márcio Luiz Simões Utsch

Chair of the Board of Directors

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CEMIG - Companhia Energética de Minas Gerais published this content on 27 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2023 00:16:03 UTC.