(Unofficial Translation)
CONTRACT OF PURCHASE AND SALE OF STOCK
COMPANHIA CENTRO-OESTE DE DISTRIBUICAO DE ENERGIA ELETRICA
This document is herewith signed in due form of law by:
on the one hand:
the COMPANHIA ESTADUAL DE ENERGIA ELETRICA - CEEE, the public services utility
company for the generation, transmission and distribution of electric power,
with head offices in Porto Alegre, Rio Grande do Sul State, at Centro
Administrativo Engenheiro Xxx xx Xxxxx Xxxxxxx, in Xxxxxxx Xxxxxxx Xxxxx
Xxxxxxxxx, 000, Building "C", Bairro Jardim Xxxxxxxx, registered on the Treasury
Ministry Corporate Tax-Payers' Roll under CGC/MF N(0) 92.715.812/0001-31,
represented herein by its Financial Director, Xx. Xxxxx xx Xxxxx Xxxxx, and
hereinafter called the SELLER; having as intervening party, the Secretariat of
Energy, Mines and Communications and the Director Counsel of Reforming Program
of the Estate;
the STATE OF RIO GRANDE DO SUL, an institution set up under Brazilian Internal
Public Law, with head offices in the City of Porto Alegre, Estate of Rio Grande
do Sul, in Xxxxxxx Pyratini, at Praca Marechal Deodoro, registered on the
Treasury Ministry Corporate Tax-Payers' Roll under CGC/MF N(0)
90.010.900/0001-00, represented herein by the State Governor, Xx. Xxxxxxx
Xxxxxx, and hereinafter called the INTERVENOR;
and, on the other hand:
AES GUAIBA EMPREENDIMENTOS LTDA., a company organized and existing under the
laws of the Federative Republic of Brazil, with head offices in the City and
State of Sao Paulo, at Avenida Xxxxx Xxxxxxx Junior, 999, 2nd floor, suite "D",
registered on the Treasury Ministry Corporate Tax-Payers' Roll under CGC/MF N(0)
02.126.176/0001-10, represented herein by its General Manager, Mr. Xxxx Xxxxx
Travesso, Brazilian citizen, married, engineer, bearer at Identity Card RG under
n(0) 8.857.240 (SSP/SP), enrolled with the CPF/MF under n(0)000.000.000-00,
hereinafter called the PURCHASER;
Whereas COMPANHIA CENTRO-OESTE DE DISTRIBUICAO DE ENERGIA ELETRICA was set up as
a result of the corporate and asset restructuring of the SELLER as authorized by
State Law n(0) 10,900 issued on 26 December 1996;
Whereas the common shares representing stock control of COMPANHIA CENTRO-OESTE
DE DISTRIBUICAO DE ENERGIA ELETRICA owned by the STATE were sold at a special
public Auction for the highest bid (Auction) held on October 21, 1997 in
compliance with the legislation applicable thereto and the terms of PUBLICATION
N(0) COD-05/97 prepared by the Steering Committee of the State Reform Program
(PUBLICATION), which forms an integral part of this Contract;
Whereas the PURCHASER was the winning bidder in the above-mentioned Auction and
thus became the majority shareholder in COMPANHIA CENTRO-OESTE DE DISTRIBUICAO
DE ENERGIA ELETRICA;
The Parties herewith resolve to sign this CONTRACT OF PURCHASE AND SALE OF
SHARES, which will be regulated by the following clauses and conditions:
CLAUSE ONE - PURPOSE OF THE CONTRACT
The SELLER is the owner with clear and unencumbered title, free of third party
rights or restrictions of any type, of 487,585,814 (four hundred and eighty
seven million, five hundred and eighty five thousand and eight hundred and
fourteen) common shares issued by COMPANHIA CENTRO-OESTE DE DISTRIBUICAO DE
ENERGIA ELETRICA, corresponding to around 90.91% (ninety point nine one per
cent) of the voting capital, with such stocks hereinafter called the SHARES.
By this deed the SELLER sells to the PURCHASER all the above-mentioned SHARES
for the price of R$ 1,510,000,000.00 which is herewith paid by the PURCHASER to
the SELLER in Brazilian currency, by means of release of resources with Camara
de Liquidacao e Custodia S/A - CLC.
CLAUSE TWO - RESPONSIBILITY FOR HIDDEN LIABILITIES, INSUFFICIENT ASSETS AND
SUBSEQUENT CONTINGENCIES
As the Seller of the common shares of COMPANHIA CENTRO-OESTE, COMPANHIA ESTADUAL
DE ENERGIA ELETRICA - CEEE undertakes responsibility for settling debts arising
from decisions handed down through to 11 August 1997, in court cases being heard
as part of the labor claims brought against the Company by employees transferred
to the above-mentioned COMPANHIA CENTRO-OESTE, even though the court rulings are
effective after this date. The obligation to settle possible outstanding debts
is limited to the period during which the employee worked at CEEE, meaning until
11 August 1997, with COMPANHIA CENTRO-OESTE being responsible for settling any
debts arising from periods subsequent to 11 August 1997 through to the date of
the effective payment of the debt.
With the exception of the obligations undertaken as laid out above, the SELLER,
as the owner of the shares sod hereunder, shall not be liable for any other
hidden liabilities, insufficient assets or subsequent contingencies of COMPANHIA
CENTRO-OESTE, regardless of whether or not they are mentioned in the
PUBLICATION.
CLAUSE THREE - SPECIAL OBLIGATIONS OF THE SELLER
I - The SELLER agrees to sign the documents required to carry out and formally
complete the sale to the PURCHASER of the SHARES covered by this CONTRACT.
II - The SELLER agrees to assume responsibility for any obligations deriving
from the SHARES covered by this Contract in existence up to the date of transfer
thereof, but does not accept liability for obligations that may arise therefrom
after this date.
CLAUSE FOUR - SPECIAL OBLIGATIONS OF THE PURCHASER
The PURCHASER and the heirs and successors thereto of any type, including
through later assignment and transfer of the shares, will be jointly bound in an
irrevocable and irretractable manner to comply strictly with the special
obligations stipulated in Item 4.3. of PUBLICATION N(0) COD-05/97 and the
Annexes thereto, which form an integral part of this Contract.
CLAUSE FIVE - SUCCESSION
The obligations stipulated in this Contract should be undertaken by any third
party that acquires ownership of the SHARES acquired hereunder by the PURCHASER,
representing stock control, under penalty of declaring the transfer of such
shares thereto null and void.
The PURCHASER also agree to note in the margin of the SHARE records in the Share
Registration Book of COMPANHIA CENTRO-OESTE or on the respective certificates,
the following words in Portuguese: The shares covered by these records (or
Certificate) are subject to the provisions in the CUSTOMER OF PURCHASE AND SALE
OF SHARES signed by the SELLER and AES GUAIBA EMPREENDIMENTOS LTDA., on October
27, 1997.
CLAUSE SIX - IRREVOCABILITY
The sale of SHARES covered by this Contract is irrevocable and irretractable,
binding the Parties thereto and their successors of any type to compliance with
the clauses agreed herein of any type, with specific execution.
CLAUSE SEVEN - LAW COURTS
The Parties elect the Law Courts of the City of Porto Alegre, capital of the
State of Rio Grande do Sul, as competent to resolve any doubts or disputes
arising from this Contract, waiving any other, no matter how privileged.
Being in full and fair agreement, the Parties sign this deed in 3 (three) copies
of identical form and content, in the presence of the undersigned witnesses.
Porto Alegre, October 27, 1997.
COMPANHIA ESTADUAL DE ENERGIA ELETRICA - CEEE
-------------------------------------------
Xxxxx Xxxxx Xxxx,
Director President.
-------------------------------------------
Xxxxx xx Xxxxx Xxxxx,
Financial Director.
SECRETARIAT OF ENERGY, MINES AND COMMUNICATIONS
-------------------------------------------
Assis Xxxxxxx xx Xxxxx,
Secretary of the State.
DIRECTOR COUNSEL OF REFORMING PROGRAM OF THE ESTATE
-------------------------------------------
Assis Xxxxxxx xx Xxxxx,
President.
-------------------------------------------
Xxxxx Xxxxxxx,
Counsellor of COD-PRE and
Secretary of the Public Treasury.
STATE OF RIO GRANDE DO SUL
-------------------------------------------
Xxxxxxx Xxxxxx,
State Governor.
PURCHASER
-------------------------------------------
Xxxx Xxxxx Travesso,
General Manager.
Witnesses:
1.________________________ 2.__________________________
Name: Xxxxx Xxxxxx Name: Mario Xxxxx Xxxxxxx
CPF: 000.000.000-00 CPF: 000.000.000-00
