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Decree No. 4899, Of 26 November 2003

Original Language Title: Decreto nº 4.899, de 26 de Novembro de 2003

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DECREE NO. 4,899, OF November 26, 2003.

Approves changes in the Social Status of Thermonuclear S.A. Eletrobrás. -ELETRONUCLEAR, approved by the Decree of December 23, 1997.

THE PRESIDENT OF THE REPUBLIC, in the use of the award that gives it Article 84, inciso IV, of the Constitution, and with a view to the deliberations of the Assemblies Extraordinary General of Electrobrás Termonuclear S.A. -ELETRONUCLEAR, from January 16, 2003 and October 28, 2003,

DECRETA:

Art. 1º It is approved the Social Status of Electrobrás Termonuclear S.A. -ELETRONUCLEAR, constant of the Annex to this Decree, pursuant to the deliberations of the 61a and 62a General Extraordinary Assemblies of the Electrobrás Termonuclear S.A. -ELETRONUCLEAR, held on January 16, 2003 and October 28, 2003, respectively.

Art. 2º The implementation of the statutory changes approved in this Decree will be effected without increased expenditure total with personnel and social charges at ELETRONUCLEAR.

Art. 3º Compete the administration of ELETRONUCLEAR to suit the structure and competence of its organs and units to the current Statute.

Art. 4º This Decree comes into force on the date of its publication.

Brasilia, November 26, 2003; 182º of Independence and 115º of the Republic.

LUIZ INÁCIO LULA DA SILVA

Dilma Vana Rousseff

ELECTROBRÁS TERMONUCLEAR S.A. -ELETRONUCLEAR

SOCIAL STATUS

CHAPTER I

OF THE NAME, HEADQUARTERS AND TERM

Art. 1º The Electrobrás Termonuclear S.A. -ELETRONUCLEAR is an anonymous society, a subsidiary of the Brazilian Electrical Central S.A. -ELECTROBRÁS, constituted in the form of the authorisation contained in Decree No. 76,803 of December 16, 1975, with the specific purpose of exploring, on behalf of the Union, nuclear activities for the purposes of generating electrical power, pursuant to the Decree of May 23, 1997 and of the Portaries 315, of July 31, 1997, and 184, 185 and 186, of July 31, 1997, respectively, of the National Department of Electrical Water and Energy and of the National Nuclear Energy Commission.

Single paragraph. The Society is governed by the Companies Act by Shares (Law No. 6,404 of December 15, 1976) and by this Statute.

Art. 2º ELETRONUCLEAR will have its headquarters and venue in the city of Rio de Janeiro, and may establish branches and offices in other locations.

Art. 3º The duration of ELETRONUCLEAR's duration is undetermined.

Art. 4º ELETRONUCLEAR will observe, in what is applicable, the general principles of Law no 3,890-A, of April 25, 1961, and shall comply with the administrative, technical, operational, financial and accounting standards established by ELECTROBRÁS.

CHAPTER II

DO OBJECT

Art. 5º The ELETRONUCLEAR will have by social object the construction and operation of nuclear power plants, the generation, transmission and commercialization of electrical energy thereof arising and the realization of engineering services and correlates, comprising:

I-obtaining all the technology to it related, in particular the one concerning the Nuclear System Generator to Vapor;

II- development, in Brazil, of the project capacity and engineering of nuclear power plants, by the subcontracting of other Brazilian engineering companies, to complete the services of the Company; and

III-promotion of the Brazilian industry for the manufacture of components for nuclear power plants.

Art. 6º For execution of the social object established in art. 5º, ELETRONUCLEAR shall:

I-conclude contracts that have per object the execution of development work, project, construction, installation and commissioning of nuclear power plants, as well as the execution of other services compatible with your object;

II-carry out any activity and take any measures relating to your object.

CHAPTER III

OF THE SOCIAL CAPITAL And shares

Art. 7º The social capital is R$ 507,001,697.00 (five hundred and seven million, one thousand, six hundred and ninety-seven reais) divided into three billion, ninety and fifty-seven million, five-hundred and seventy three thousand and three hundred and sixty-seven common shares with right to vote and one billion, one hundred and twelve million, four hundred and forty-three thousand, six hundred and three preferred shares without right to vote, all nominative worthless nominal.

Single paragraph. The preferred shares cannot convert into ordinary shares and will have the following preferences or advantages:

I-priority in the refund of the capital, without a right to premium;

II- priority dividend, cumulative minimum of ten percent a year, and participation, on equal terms with the common shares in the profits that remanded after paid a dividend of twelve percent to the year to the common shares;

III-right to vote in the deliberations of the General Extraordinary Assemblies on the amendment of the Statute.

Art. 8º The capital increases of ELETRONUCLEAR will be carried out upon public or particular underwriting and incorporation of reserves, capitalizing on the resources through the modalities admitted into law.

Art. 9º The integralization of the shares will comply with the norms and conditions established by the General Assembly.

Single paragraph. The shareholder who does not make the payment in accordance with the standards and conditions referred to in this article will be, of full duty constituted in mora, applying for monetary correction, interest of twelve percent a year and the fine of ten percent on the value of the benefit won.

Art. 10. The ELETRONUCLEAR will be able to issue multiple shares of shares, in quantity not less than one hundred shares. The groupings or unfolds will be made at the request of the shareholder, running through his account the expenses with the replacement of the securities, which cannot be higher than the cost.

Single paragraph. The services of conversion, transfer and unfolding of shares could be transiently suspended, observed the norms and limitations set out in the current legislation.

Art. 11. The ELETRONUCLEAR will be able to issue debentures.

Art. 12. The shares are deemed to be indivisible in relation to ELETRONUCLEAR and each ordinary share will give right to a vote in the General Assemblies.

Single paragraph. Ordinary shares will not be able to be the object of pawn or other guarantees.

Art. 13. The transfer of shares will not, under any circumstances, entail the decrease in the participation of the Brazilian Electric Central S.A. -ELECTROBRAS in the capital entitled to vote of ELETRONUCLEAR to values below fifty one percent.

Single paragraph. Any transfer of shares that infringes this clause will be void in full effect.

CHAPTER IV

OF ADMINISTRATION

Art. 14. The ELETRONUCLEAR shall be administered by a Board of Directors, collegiate body of deliberative functions, with the assignments provided for in law, without prejudice to those set forth in this Statute, and an Executive Board, and shall be of Brazilian nationality all the members of the two organs.

Art. 15. The Board of Directors of ELETRONUCLEAR shall constitute six Councillors, all shareholders, elected by the General Assembly, with a three-year term, and may be re-elected, being one of them representative of the Ministry of Planning, Budget and Management, fit with one of them, who will not be able to be the Director-President, the Presidency of the Council.

Single paragraph. Among the members of the Board of Directors will be chosen the Director-President.

Art. 16. The Executive Board of ELETRONUCLEAR shall constitute up to five Directors, Brazilians, elected by the Board of Directors, authorized for re-election, with a three-year term of office, who will exercise their duties in full time.

Single paragraph. The Director-President and the Directors will not be able to exercise direction, administration or consultancy duties in private economics companies dealerships of public service of electric power, or in private law firms connected with any form to the specific interests of ELETRONUCLEAR.

Art. 17. Each member of the Administration shall, before entering into the performance of the duties, submit a declaration of goods, which shall be registered in a book of his own.

Art. 18. The investiture in the positions of Councilor of Administration will be upon a term laundered in own book subscribed by the sworn office; in the posts of Director upon signature by the sworn term of the term lavished in own book endorsed by the President of the Board of Directors.

Art. 19. The Board of Directors and the Executive Board shall install and shall act with the presence of the majority of its members, voting for the President and the Director-President, who will also have a quality vote, respectively, on the Board of Directors and in the Executive Board.

Single paragraph. From each meeting will wash out minutes, which will be signed by all the members present.

CHAPTER V

OF THE ADMINISTRATION COUNCIL

Art. 20. It is incumbent upon the Board of Directors to fix the general direction of ELETRONUCLEAR's business, by fundamental administration guidelines as well as its superior control, by the supervision of the observance of the guidelines by it fixed, monitoring of the implementation of the approved programmes and verification of the results obtained.

§ 1º In the exercise of its assignments, it is also up to the Board of Directors to deliberate on:

I-loan to contract in the Country or abroad in excess of five tenths per cent of the net worth, constant of the last balance sheet;

II-provision of guarantee to finance, taken in the Country or in the exterior, in excess of five tenths per cent of net worth, constant of the last balance sheet;

III-contracts of works, endeavor, supervision, leasing of services, consulting, supply and similar higher than five tenths per cent of the net worth, constant of the last balance sheet;

IV-election and removal of Directors, fixing them by assignments;

V-the structure organizational ELETRONUCLEAR;

VI-supervision of the management of ELETRONUCLEAR, upon requisition of information or examination of books and documents;

VII-the convening of the Assembly General;

VIII-the report of the administration and the board's accounts;

IX-the acquisition, disposal or burdening of real estate owned by ELETRONUCLEAR, or of movable property of value over five tenths per cent of the net worth, constant from the last balance sheet;

X-the choice and removal of independent auditors;

XI-the global estimates of ELETRONUCLEAR revenue, expenses and investments in each financial year, to be detailed by the Executive Board;

XII-the granting of vacations, licences or other expulsion permits to its members;

XIII-the internal regiment of ELETRONUCLEAR; and

XIV-the cases missing in the Statute.

§ 2º For the purposes set out in the incisos I, II, III and IX of § 1º, the value in them anticipated will be updated on the same occasion and by the same index of updating the asset.

§ 3º The Board of Directors will examine and submit to the deliberation of the general assembly, after the appreciation by the Fiscal Council, the interim balance sheet of the first half of each year, drawn up by the Executive Board, as per inciso XI of the single paragraph of the art. 25 of this Statute.

§ 4º The Board of Directors shall, in each financial year, examine and submit to the decision of the ordinary general assembly, the report of the administration, the balance sheet, the statement of profits or accrued damage, the demonstration of the result of the exercise, the demonstration of the origins and application of the resources, and the proposal to distribute dividend and application of the surplus values, attaching the opinion of the Fiscal Council and the certificate from the independent auditors.

Art. 21. Meetings of the Board of Directors shall be, at a minimum, monthly, and always convened by the President or by the majority of its members.

Art. 22. It will forfeit the mandate the Counsellor who cede to attend two consecutive meetings without justified reason.

Art. 23. In its absences or impediments, the President shall be replaced by the Adviser whom the Board of Directors designates.

Art. 24. Vacating definitively the post of Councilor, the Board of Directors shall designate, among the Directors or employees of ELETRONUCLEAR, an interim occupier, until the first General Assembly, which shall elect the successor to fulfill the remainder of the mandate.

CHAPTER VI

OF THE EXECUTIVE BOARD

Art. 25. It is incumbent upon the Executive Directorate the general direction and administration of ELETRONUCLEAR, respected the guidelines set by the Board of Directors.

Single paragraph. In the exercise of its assignments, among the remaining implicit incumbents in the general powers of direction and administration, not expressly conferred upon the Board of Directors by this Statute, rests with the Executive Board:

I-propose to the Board of Directors fundamental administration guidelines that should be the object of deliberation;

II-establish administrative, technical, financial and accounting standards for the ELETRONUCLEAR;

III-elaborated the debenture issuance plans to be submitted to the General Assembly;

IV-draw up the estimates of the revenue, general expenditure appropriations and forecast of investments by ELETRONUCLEAR, in each exercise, to be submitted to the Board of Directors by effecting, after approved, the respective control;

V-elaboration of the ELETRONUCLEAR budgets;

VI-approve plans that have about admission, career, access, advantages and disciplinary regime for ELETRONUCLEAR employees;

VII-authorize vacations or licenses from any of its members, except the Director-President, designating the substitute in the form of § 2º of the art. 27 of this Statute;

VIII-approve the names indicated by the Directors for filling the posts that are directly subordinated to them;

IX-pronouncement in the cases of admission, praise, punishment, transfer and dismissal of the subordinated employees directly to the Directors;

X-delegate authority to the Directors to decide in isolation on matters included in the Board's assignments;

XI-delegate powers to Directors and employees for the authorization of expenses, setting limits and conditions;

XII-draw up the interim balance sheet of the first half of each year, the statement of profits or partial damages, the demonstration of the result of the semester, the demonstration of the origins and applications of resources and the proposal for dividend distribution, to be submitted to the Tax Council's appreciation and examination and deliberation of the Board of Directors and the General Assembly;

XIII-elaboration, in each exercise, the balance sheet of ELETRONUCLEAR, the statement of profits or accumulated damage, the demonstration of the result of the exercise, the demonstration of the origins and applications of resources, the proposal to distribute the dividends and the application of the surplus values, to be submitted to the assessment of the Fiscal Council, the independent auditors, the Council of Administration and the examination and deliberation of the General Assembly;

XIV-draw up the internal regiment of ELETRONUCLEAR by subjecting it to the Board of Directors; and

XV-approve your regiment internal.

Art. 26. The Board will convene normally, once a week, or whenever necessary, and will deliberate with the presence of the majority of its members.

Art. 27. The members of the Board will not be able to move away from the office of the office for more than thirty consecutive days, save in the event of a vacation or leave, under penalty of loss of office.

§ 1º The granting of vacations or leave to the Director-President will be of the competence of the Board of Directors, which will designate his replacement. In the case of absence or possible impediment the Director-President shall be replaced by the Director who designates.

§ 2º In the case of temporary impediment, leave or vacations of any of the members of the Board, except the Director-President, your replacement will be processed in the manner determined by your peers, and you may not, however, be chosen odd person at ELETRONUCLEAR or ELECTROBRÁS.

§ 3º Vagating cargo on the Board, this will assign a substitute among ELETRONUCLEAR's employees to exercise it until the first meeting of the Board of Directors that takes place, when it will be filled the vacant post by the remaining term of office.

CHAPTER VII

OF THE ATTRIBUTIONS OF THE BOARD MEMBERS

Art. 28. It is up to the Director-President the guidance of the administrative policy and the representation of ELETRONUCLEAR, by convening and chairing the meetings of the Board.

Art. 29. It is incumbent upon the Director-President:

I-superintending the business of ELETRONUCLEAR;

II-represent ELECTRONUCLEAR in judgment or outside of it, in the face of other societies, the shareholders or the public in general, and may, to that end, be replaced by any other Director by it designated;

III-admit and lay down employees;

IV-formalize the appointments approved by the Board;

V-make publish the annual report of the activities of ELETRONUCLEAR;

VI-along with another Director, move the ELETRONUCLEAR's monies and sign acts and contracts, may this faculty be delegated to the remaining Directors and to ELETRONUCLEAR's procuratorates or employees, with the approval of the Board.

Art. 30. The Director-President and the Directors, in addition to the duties and responsibilities of their own, will be the managers in the areas of activity assigned to them by the Board of Directors.

CHAPTER VIII

OF THE FISCAL COUNCIL

Art. 31. The Fiscal Council shall be permanent, constituted of three effective members and three alternates, with a mandate of one year, Brazilians, shareholders or not, elected by the General Assembly.

Single paragraph. Among the members of the Fiscal Council an effective member and respective deputy will be representatives of the National Treasury.

CHAPTER IX

OF THE GENERAL ASSEMBLIES

Art. 32. The Ordinary General Assembly will be held within the first four months following the end of the social exercise, on the day and time previously set for:

I-take the accounts of the administrators;

II-examine, discuss, and vote on the financial statements;

III-deliberation on the targeting in the net profit of the exercise and the distribution of dividends; and

IV- elect the members of the Fiscal Council and, when it is the case, the members of the Board of Directors, setting them the respective remuneration, as well as the remuneration of the Executive Board.

Art. 33. In addition to the cases provided for in law, the General Assembly shall meet whenever the Board of Directors finds it convenient, and in particular to:

I-divest, in whole or in part, shares of the social capital; proceed to capital opening; increase the social capital by subscribing to new shares; issue debentures or sell them, if in treasury; or, yet, issue any other securities or securities, in the Country or abroad;

II-promote spin-off, merger, or society-based incorporation;

III-exchange shares or other securities.

Art. 34. The table that will direct the proceedings of the General Assembly shall be constituted by the President of the Board of Directors and, in his absence or impediment, by whom the Assembly chooses, and by a Secretary, chosen from among those present.

Art. 35. The transfer of shares could be suspended by the deadline of up to fifteen days prior to the holding of the General Assembly.

§ 1º The convocation edict could condition the presence of the shareholder in the General Assembly, in addition of the requirements set out in law, to the deposit at the ELETRONUCLEAR headquarters, in the case of shares in custody, with seventy and two hours in advance of the day scheduled for the holding of the General Assembly, of the voucher expeded by the institution depositary.

§ 2º The convocation edict will also be able to condition the representation, by proxy, of the shareholder, in the General Assembly, to which the deposit of the respective instrument is effected at the ELETRONUCLEAR headquarters with seventy two hours in advance of the scheduled day for the holding of the General Assembly.

CHAPTER X

OF THE SOCIAL EXERCISE AND FINANCIAL STATEMENTS

Art. 36. The social exercise shall terminate on December 31 each year and shall comply with, as for financial statements, the precepts of federal legislation on electric energy and the legislation on corporations by actions and the present Statute.

§ 1º In each exercise will be mandatory the distribution of dividend not less than twenty-five percent of net profit, adjusted under the law.

§ 2º ELETRONUCLEAR will raise half-yearly balance sheet on June 30 of each year, and may pay dividends to the account of accumulated profits or reserves of existing profits in the last annual or semi-annual balance sheet.

§ 3º The values of dividends and interest paid or credited for the title of remuneration on equity, due to shareholders, will suffer incidence of financial burden, from the close of the social exercise to the day of the effective pick-up or payment, without prejudice to the incidence of moratory interest when such a pick-up does not occur on the date fixed by the General Assembly.

§ 4º The value of the interest, paid or credited, to the title of interest on equity in the terms of the art. 9º, § 7º, of the Law no 9,249 of December 26, 1995 and relevant legislation and regulations, may be charged to holders of common shares and to the minimum annual dividend of preference shares, by integrating such value the amount of dividends distributed by ELETRONUCLEAR for all legal effects.

Art. 37. Prescribe in three years the action to plete dividends, which unclaimed opportunitiously, will revert to the benefit of ELETRONUCLEAR.

CHAPTER XI

OF THE GENERAL PROVISIONS

Art. 38. After the closure of each financial year, the employees will be jus for the participation in the profits or results of ELECTRONUCLEAR, in the form of the law.

Art. 39. The ELETRONUCLEAR will provide social assistance to its employees through the CORES-SOCIAL SECURITY INSTITUTE and will be co-sponsor of REAL GRANDEZA-FOUNDATION OF PROVIDENT AND SOCIAL ASSISTANCE, with respect to the employees of CENTRAL FURNAS ELECTRICAL S.A., in whose employment contracts became successfull.

Art. 40. The Executive Board will publish in the Official Journal, after approved by the controlling shareholder:

I-the bidding regulation;

II-the regulation of personnel, with the rights and duties of the employees, the disciplinary regime and the standards on accountability ascertaining;

III-the personnel framework, with the indication, in three columns, of the total jobs and the numbers of jobs provided and vacant, discriminated by career or category, on June 30 and December 31 of each year;

IV-the plan of salaries, benefits, perks, and any other installments that compose the remuneration of their employees.

Art. 41. The ELETRONUCLEAR Internal Audit unit subordinates itself to the Chairman of the Board of Directors.

Art. 42. The ELETRONUCLEAR will ensure its leaders and advisers, present and past, in cases where there is no incompatibility with ELETRONUCLEAR's interests and in the manner defined by the Directorate, the defence in legal proceedings and administrative, against them instituted by the practice of acts in the exercise of the office or function, observed the provisions of Law No. 8,906 of July 4, 1994.