DECREE NO. 3,900, OF August 29, 2001

Creates the Brazilian Emerging Energy Marketer-CBEE and gives other providences.

THE PRESIDENT OF THE REPUBLIC, in the use of the attribution that confers it on art. 84, incisos IV and VI, of the Constitution, and with a view to the provisions of the Provisional Measure n^o 2,209, of August 29, 2001,

DECRETA:

Art. 1^o It is created Marketizer Brasileira de Energia Emergencial-CBEE, federal public company, linked to the Ministry of Mines and Energy.

Art. 2^o The constitution of the initial heritage of the CBEE, pursuant to the constant authorization of the art. 2^the of the Provisional Measure n^o 2,209, of August 29, 2001, will be carried out upon capitalization in cash by the Union in the form of the outstanding credit open in favor of the Ministry of Mines and Energy by means of the Provisional Measure n^o 2,210, of August 29, 2001.

Art. 3^o The Board of Directors of CBEE, in character of exceptionality to the provisions of the art. 1^o, inciso II, of Decree n^o 757, of February 19, 1993, shall consist of eight members.

Art. 4^o It shall be approved the Social Status of the CBEE, pursuant to the Annex to this Decree.

Art. 5^o This Decree enters into force on the date of its publication.

Brasilia, August 29, 2001; 180^o of Independence and 113^o of the Republic.

FERNANDO HENRIQUE CARDOSO

Pedro Malan

Jose Jorge

Pedro Parente

SOCIAL STATUS OF THE CBEE

CHAPTER I

OF THE NATURE AND PURPOSE

Art. 1^o The Brazilian Emerging Energy Trader Emergencial-CBEE, public company linked to the Ministry of Mines and Energy, with authoritative authoritative by the Provisional Measure n^o 2,209 of August 29, 2001, shall be governed by the present Social Status and the legal standards applicable to them.

Art. 2^o CBEE has headquarters and venue in the Municipality of Rio de Janeiro, State of Rio de Janeiro, and acting on the entire national territory.

Art. 3^o CBEE is aimed at the acquisition, renting and disposal of goods and rights, the conclusion of contracts and the practice of acts intended:

I-to the viabilization of the increase in generating capacity and the supply of electrical power from any source in the short term; and

II-to the overcoming of the electric power crisis and the rebalancing of supply and demand of electric power.

Art. 4^o The CBEE will extinguish it on June 30, 2006, noted the provisions of the art. 23 of the Law n^o 8,029, of April 12, 1990.

CHAPTER II

OF THE SOCIAL CAPITAL

Art. 5^o The social capital of CBEE is R$ 50,000,000.00 (fifty million reais).

§ 1^o The social capital of the CBEE could be increased:

I-upon capitalization of goods, rights and resources destined for this purpose, after annuence of the Minister of State for Finance; and

II-by the capitalization of profits and incorporation of reserves, in the form authorized in law or regulation.

§ 2^o About the resources transferred by the Union to increase in social capital, will the financial burden equivalent to the Special System of Settlement and Custody rate? SELIC, pursuant to the relevant legislation.

CHAPTER III

OF THE ADMINISTRATIVE ORGANIZATION

Section I

From the Board of Directors

Art. 6^o The Board of Administration shall be composed of eight members, chosen from among Brazilians of notorious knowledge and experience, moral idoneity and ilibated reputation, as follows:

I-two members nominated by the Minister of State for Mines and Energy, being one of them the President of the Council;

II-a member appointed by the Chief Minister of the Civil House of the Presidency of the Republic;

III-a member appointed by the Minister of State of the Farmhouse;

IV-a member appointed by the Minister of State for Planning, Budget and Management;

V-a member appointed by the Minister of State for the Environment;

VI-a member indicated by the President of BNDES; and

VII-a member indicated by the National Forum of Energy Secretaries.

§ 1^o The members of the Board of Directors will be appointed by the Minister of State for Mines and Energy.

§ 2^o The investiture of the members of the Board of Directors will be made upon signature of the term of possession in a book of its own.

§ 3^o The Board of Directors shall convene, ordinarily, once a month and, extraordinarily, whenever convened by its President.

§ 4^o In addition to the remaining hypotheses laid down in law, it shall be considered to be vacant the office of a member of the Board of Directors who, without cause justified, leave to attend three consecutive or four alternating meetings, in the range of three hundred and sixty-five days.

§ 5^o The remuneration of the members of the Board of Directors shall be fixed by the Minister of State for Mines and Energy and shall not exceed, in any hypothesis, at ten per cent of the average monthly remuneration of directors, pursuant to the Act n^o 9,292, of July 12, 1996.

§ 6^o Members of the Board of Directors will be given two-year term, permitted for redriving.

Art. 7^the Compete to the Board of Directors, observed the current legislation:

I-elect the Directors of the CBEE;

II-formulate the policy and basic guidelines of the CBEE;

III-approve the multiannual director plan;

IV-approve the capital increases resulting from the incorporations of which it treats the inciso II of § 1^o of the art. 5^o;

V-deliberating on the capital budget proposals, of which it treats art. 196 of the Law n^o 6,404, of December 15, 1976;

VI-comment, in advance to the decision of the Minister of State for Mines and Energy, on the bidding regulation;

VII-pronation, prior to the decision of the Minister of State for Finance, on the following subjects:

a) administration report, administrators ' accounts and financial statements, targeting of net profit from exercise and distribution of the dividends;

b) increases in the social capital of which it treats the inciso I of § 1^o of the art. 5^o;

c) issuance of any securities or securities, in the Country or abroad;

d) fission, merger or incorporation; and

e) conclusion of shareholders ' agreement, pursuant to the Decree n^o 1,091, of March 21, 1994;

VIII-comment, in advance to the decision of the Minister of State for Planning, Budget and Management, on the following subjects:

a) the regulation of personnel, with the rights and duties of the employees, the disciplinary regime and the standards on ascertaining responsibilities;

b) the personnel framework, with the indication, in three columns, of the total jobs and the jobs numbers provident and vacant, broken down by career or category, on June 30 and December 31 each year; and

c) the plan of posts and salaries, benefits, advantages and any other installments that compose the consideration of the Employees;

IX-approve the choice of the Head of the Audit, by appointment of the Director-President;

X-homologation to the choice of independent auditors;

XI-authorize the acquisition, the disposal and the burdening of immovable property;

XII-approve the creation, in the structure of the CBEE, of units linked directly to the Directorate;

XIII-define, upon proposal of the Director-President, the areas of acting of the Directors, as well as their respective competences;

XIV-approving the disciplinary standards of the hiring of specialized technical personnel, by a specified time;

XV-disciplinary the granting of holiday to the members of the Board, including with regard to their conversion in kind;

XVI-approve the Annual Plan of Internal Audit Activities-PAAI;

XVII-decide on the subjects that are submitted by the Directorate;

XVIII-propose changes of the social status;

Nineteenth-passing the disciplinary, planning, organization and control standards of the CBEE services and activities; and

XX-address doubts arising from any omissions of this Statute.

Art. 8^o The Board of Directors shall act by a majority of votes, with the presence of, at a minimum, five of its members, among them their President or his replacement, by standing up to their President, in addition to common vote, the quality.

Section II

From the Board

Art. 9^o The Board of the CBEE will be comprised of four directors, being one of them the Director-President.

§ 1^o The investiture of the members of the Board will far be signed upon signature of the term of possession in a book of its own.

§ 2^o It is ensured to the members of the Board the annual holiday enjoyment, vetoed the payment at double the remuneration for non-enjoyable vacations.

§ 3^o The members of the Board will exercise their posts in full time and exclusive dedication.

§ 4^o The members of the Board will have two-year term, allowed for redriving.

Art. 10. It is incumbent upon the Directorate to exercise the decision-making assignments concernable to the purposes of the CBEE, in particular:

I-to propose to the Board of Directors the approval of the disciplinary, planning standards, of organization and control of the services and activities of the CBEE;

II-decide on the capital budget proposals of which it treats art. 196 of the Act n^o 6,404, of 1976, to be submitted to the Board of Directors;

III-approve the organizational chart with the respective functions and competencies of the CBEE units;

IV-submit to the Board of Directors the disciplinary standards of the hiring of specialized technical personnel, by a specified time;

V-decide on the hiring, by-term, of specialized technical personnel;

VI-fulfill and enforce, within the framework of its assignments, the norms of the CBEE and the determinations of the Board of Directors;

VII-approve the celebration of congeniums, agreements, adjustments and contracts;

VIII-propose statutory changes;

IX-make it publish in the Official Journal of the Union, after approved by the Minister of State for Mines and Energy, the bidding regulation;

X-making publish in the Official Journal of the Union, after approved by the Minister of State for Planning, Budget and Management:

a) the regulation of personnel, with the duties and duties correports, the disciplinary regime and the standards on ascertaining of responsibilities; and

b) the personnel framework;

XI-making published in the Official Journal of the Union, after approved by the Minister of State for Finance, the targeting of net profit, within thirty days, from the date on which it is approved;

XII-to propose to the Minister of State for Planning, Budget and Management, observed the provisions of the art. 7^o, inciso VIII, the creation of jobs and setting salaries and advantages; and

XIII-exercising any other assignments not reserved to the Board of Directors.

Art. 11. These are attributions of the Director-President:

I-represent the CBEE in judgment or outside of it, and may constitute mandators for that purpose;

II-directing the technical and administrative activities of the CBEE, in compliance with the guidelines drawn by the Board of Directors;

III-convene and chair the meetings of the Board;

IV-designate, ad referendum of the Board of Directors, the substitutes of the Directors, in the event of hindrance;

V-requisite, restitution and assign servers for the exercise of trust function, in the form of the law;

VI-designate the Director who will replace it in his impediments; and

VII-propose to the Board the assignment of employees, as well the hiring, by-term, of specialized technical personnel, observed the relevant legislation.

Art. 12. Each Director competes:

I-without prejudice to the attributions to it conferred by the Board of Directors, assist the Director-President in the direction and coordination of the activities of the CBEE;

II-participate in the meetings of the Board, running to ensure the definition of policies to be adopted by the CBEE and reporting the subjects of the respective coordination division; and

III-exercise the technical and administrative activities that it are delegated by the Director-President.

Art. 13. The Board shall meet with the presence of the absolute majority of its members, being one of them the Director-President or, in the cases of hindrance of this, his / her replacement.

Single paragraph. The decisions of the Board, taken by a simple majority, will be recorded in minutes, fit to the Director-President, in addition to the common vote, the quality.

Section III

From the Fiscal Council

Art. 14. The Fiscal Council shall be made up of three effective members and their alternates, with a mandate of one year, admitted to redriving, designated by the Minister of State for Mines and Energy, after approval of the respective names by the President of the Republic, being:

I-two members nominated by the Minister of State for Mines and Energy; and

II-a member appointed by the Minister of State for Finance, as a representative of the National Treasury.

§ 1^o The investiture of the members of the Fiscal Council will be made upon signature of the term of possession in a book of their own.

§ 2^o The President of the Fiscal Council will be elected at the first meeting of the collegiate.

§ 3^o The term of office will count from the designation, pursuant to the caput.

§ 4^o In addition to the remaining hypotheses laid down in law, it shall be deemed to be vacant the office of the member of the Fiscal Council that will cease to perform its duties for three consecutive meetings or four alternates, save in the case of force majeure or fortuitous case.

§ 5^o Fishing the mandate, the member of the Fiscal Council will remain in the exercise of the function until the investiture of the new holder.

§ 6^o In the redriving hypothesis, the term of the new term shall be counted from the end of the previous term.

§ 7^o O Fiscal Council shall convene, ordinarily, once a month and, extraordinarily, whenever convened by its President and shall act by a majority of votes.

§ 8^o The remuneration of the members of the Fiscal Council, in addition of the reimbursement, mandatory, of the locomotion and stay expenses required for the performance of the function, shall be fixed by the Minister of State for Mines and Energy and shall not exceed, in any hypothesis, at ten percent of the average monthly remuneration of the Directors of the CBEE, pursuant to the Act n^o 9,292, of 1996.

Art. 15. It is incumbent upon the Fiscal Council:

I-scrutinize the acts of the trustees and check the fulfillment of their legal and statutory duties;

II-opines on the annual report of administration, making it appears from its opinion the supplementary information that it judges necessary or useful to the approval of the Minister of State for Finance, noted the provisions of the art. 7^o, VII, a;

III-opines on the proposals of the bodies of the administration, concerning the modification of social capital, investment plans or capital budgets, distribution of dividends, transformation, embedding, merger or spin-off;

IV-denounce to the governing bodies the errors, frauds, crimes or illicit that they take notice of and suggest useful arrangements to the CBEE;

V-analyze, at least quarterly, the balance and too much financial statements drawn up periodically by the CBEE;

VI-examine the financial statements of the social exercise and about them opinion;

VII-exercise your assignments, during liquidation, in view of the special provisions that regulate it;

VIII-examine and issue opinion on divestments or burdening of real estate of the CBEE;

IX-pronounces on matters of your assignment that are submitted to you by the Board of Directors or by the Board;

X-keep track of the heritage, financial and budgetary execution, and may examine books and any other documents and apply for information; and

XI-draw up and approve your internal regiment.

§ 1^o The administration bodies are obliged, by means of written communication, to put at the disposal of the members in exercise of the Fiscal Council, within ten days, copies of the minutes of their meetings and, within fifteen days of their receipt, copies of the balts and too many financial statements drawn up periodically and, when there are, of the implementation reports of budgets.

§ 2^o The Fiscal Council, at the request of any of its members, will ask the administration bodies for clarifications or information, as well as the drafting of demonstrations special financial or accounting.

§ 3^o Members of the Fiscal Council shall attend the meetings of the Board of Directors in which to be deliberated on the subjects in which they should be opinionated (incisies II, III and VI of the caput of this article).

§ 4^o The Fiscal Council, at the request of any of its members, will be able to request the independent audit clarifications or information and the ascertainment of specific facts.

§ 5^o The attributions and powers conferred by the law to the Fiscal Council cannot be bestowed upon another organ of the CBEE.

§ 6^o The Fiscal Council may, to establish fact whose clarification is necessary for the performance of their duties, to formulate, with justification, questions to be answered by expert and to request the board to indicate, to that end, within the maximum of thirty days, three experts, who may be physical or legal persons, of notorious knowledge in the area in question, among which the Fiscal Council will choose one, whose fees will be paid by the CBEE.

CHAPTER IV

OF THE INTERNAL AUDIT

Art. 16. The CBEE shall have Internal Audit, by indication of the Director-President, approved by the Board of Directors and to it bound, with the charges and assignments set out in the relevant legislation.

CHAPTER V

OF THE SOCIAL EXERCISE AND THE FINANCIAL STATEMENTS

Art. 17. The CBEE will draw up the financial statements on December 31 of each social exercise.

Art. 18. The Board of Directors, effectuating the deduction to meet the accumulated damage and the provision for income tax, will propose to the Minister of State for Finance the targeting of the result of the exercise, observed the following:

I-five percent of the net profit for constitution of the legal reserve, until this reaches twenty percent of the social capital; and

II-twenty five percent of the adjusted net profit, at the minimum, for the payment of remuneration to its shareholders.

§ 1^o Observed legislation, the Board of Directors will be able to propose to the Minister of State of Mines and Energy, who will submit to the Minister of State for Finance, the payment of interest on equity or dividends, in the title of remuneration.

§ 2^o On the values of dividends and interest, the title of remuneration on equity, will focus financial burdens equivalent to the SELIC rate, from the closing of the social exercise to the day of the effective pick-up or payment, without prejudice to the incidence of moratory interest where such pick-up or payment is not found to be at the date fixed in law or deliberation of the Board of Directors, and shall be deemed to be the rate daily, for the update of this value during the five working days prior to the date of payment or pickup, the same SELIC rate released on the fifth business day preceding the day of the effective discharge of the obligation.

§ 3^o The Minister of State for Finance will be able to deliberate the reduction of the social capital if there is loss, up to the amount of the damage accumulated, or whether to judge it excessive, after approval by the internal organs of the company.

§ 4^o The prejudice of the financial year will be compulsorily absorbed by the accumulated profits, the profit reserves and the legal reserve, in that order.

CHAPTER VI

OF THE GENERAL AND TRANSITIONAL PROVISIONS

Art. 19. They will not be able to participate in the Board of Directors, the Board and the Fiscal Council, in addition to those barred by law, all those who, directly or in the quality of business associates or leaders:

I-are in mora for with the CBEE;

II-have caused injury to the CBEE or are debtors;

III-have settled their debits with the CBEE after judicial collection;

IV-maintain operations active and passive with CBEE;

IV-have participated in companies or societies which, in the previous five years, have been in a situation of default to the CBEE; and

V-owned kinship, by consanganguage or affinity, up to the fourth degree inclusive, with another member of any of the Colegals referred to in the caput.

Art. 20. The members of the Board of Directors, the Board, the Fiscal Council and the occupiers of commissioned office, when they assume their duties, will submit declaration of goods, annually renewed.

Art. 21. The Management Counsellors and the Board are demissible ad nutum and, together with the members of the Tax Council, are responsible, in the form of the law, for the damage or damage caused in the exercise of their assignments.

Art. 22. They shall apply to the CBEE, secondarily, in what couber, the provisions contained in Law n^o 6,404, from 1976.