Energy Co Of Minas Gerais 6-K, filed Feb 24, 2023
Energy Co Of Minas Gerais (CIG-C)
About this 6-K
Energy Co Of Minas Gerais filed this 6-K on February 24, 2023.
FORM 6-K
securities and
exchange commission
washington, d.c. 20549
report of foreign
private issuer
pursuant to rule 13a-16 or 15d-16 of
the securities exchange act of 1934
For the month of February 2023
Commission File Number 1-15224
Energy Company of Minas Gerais
(Translation of Registrant’s Name Into English)
Avenida Barbacena, 1200
30190-131 Belo Horizonte, Minas Gerais, Brazil
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F X Form 40-F ___
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ___ No X
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
Item Description of Items
| 1. | 3Q22 Earnings Release; |
| 2. | Notice to the Market - CEMIG executes a Share Purchase Agreement for the disposal of 19.6% of its stake in Ativas Data Center S.A.; |
| 3. | Notice to the Market - Cemig GT has commenced an offer to purchase for cash (“Tender Offer”); |
| 4. | Notice to the Market – Cemig was the winner of lot 1 referring to the Transmission Auction 02/2022 held by the National Electric Energy Agency (“ANEEL”); |
| 5. | Material Fact - Preliminary results of the offer to purchase for cash commenced by Cemig GT (“Tender Offer”); |
| 6. | Notice to Shareholders - Interest on Capital; |
| 7. | Material Fact -Tender Offer Cemig GT Concluded; |
| 8. | Notice to the Market - CEMIG concludes the desinvesment of f its stake in Ativas Data Center; |
| 9. | Notice to the Market - Cemig GT concluded the settlement of its 9th issue of simple debentures; |
| 10. | Notice to Shareholders - Expected date for the Annual Shareholders’ Meeting; |
| 11. | Notice to the Market - Cemig in São Paulo’s ISE sustainability index for 18th year running; |
| 12. | Notice to the Market - CEMIG executes a Share Purchase Agreement for the sale of its stake in Axxiom; |
| 13. | Notice to Shareholders - Payment of proceeds; |
| 14. | Notice to Shareholders - Interest on Capital; and |
| 15. | Notice to the Market - Cemig selected at DJSI for the 23rd consecutive year. |
| 16. | Material Fact - Award in an Arbitration PUT SAAG. |
| 17. | Notice to the Market - Cemig was recognized in the Global Sustainability Award by Standard & Poor’s. |
Forward-Looking Statements
This report contains statements about expected future events and financial results that are forward-looking and subject to risks and uncertainties. Actual results could differ materially from those predicted in such forward-looking statements. Factors which may cause actual results to differ materially from those discussed herein include those risk factors set forth in our most recent Annual Report on Form 20-F filed with the Securities and Exchange Commission. CEMIG undertakes no obligation to revise these forward-looking statements to reflect events or circumstances after the date hereof, and claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
By: /s/ Leonardo George de Magalhães
Name: Leonardo George de Magalhães
Title: Chief Finance and Investor Relations Officer
Date: February 23, 2023
2. Notice to the Market - CEMIG executes a Share Purchase Agreement for the disposal of 19.6% of its stake in Ativas Data Center S.A.
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
NOTICE TO THE MARKET
CEMIG executes a Share Purchase Agreement for the disposal of 19.6% of its stake in Ativas Data Center S.A.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig or Company”), a publicly held company with shares traded in the stock markets of São Paulo, New York, and Madrid, hereby informs the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and the market in general that it executed today a Share Purchase Agreement and Other Covenants (“Transaction”) for the disposal of 19.6% of its stake in Ativas Data Center S.A. to Sonda Procwork Informática Ltda (“Sonda”), which holds the remaining interest of 80.4%.
The transaction totaled R$60.02 million and will be settled by offsetting Cemig’s debt obligations with Sonda, of which R$57.58 million referring to loans and R$2.44 million to indemnification.
The transaction reinforces the Company’s strategy regarding the divestment of Cemig’s minority stake to create value by investing in projects in the Minas Gerais State.
Belo Horizonte, November 16, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
3. Notice to the Market - Cemig GT has commenced an offer to purchase for cash (“Tender Offer”).
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
CNPJ 17.155.730/0001-64
NIRE 31300040127
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
CNPJ 06.981.176/0001-58
NIRE 31300020550
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig”), a category A publicly listed corporation with its stock traded on the São Paulo, New York and Madrid stock exchanges, and CEMIG GERAÇÃO E TRANSMISSÃO S.A. – CEMIG-GT, a category B publicly listed corporation and a wholly-owned subsidiary of Cemig (“Cemig GT”), pursuant to the provisions of Ruling No. 44 issued by the Brazilian Securities Commission (“CVM”) on August 23, 2021, as amended from time to time, hereby inform their stockholders and the market that Cemig GT has commenced an offer to purchase for cash (“Tender Offer”) its 9.25% Senior Notes due 2024 in the foreign market up to an aggregate principal amount of US$ 250,000,000 (the “Notes”).
The Tender Offer will be carried out in accordance with the terms and conditions set forth in the offer to purchase dated November 28, 2022 (the “Offer to Purchase”). Cemig GT reserves the right to amend, terminate or withdraw the Tender Offer at its sole discretion, subject to disclosure and other requirements set forth in applicable law and regulation.
This Notice to the Market is merely informative and shall not, under any circumstance, be construed as an offer to purchase or solicitation of an offer for the sale of the Notes in any jurisdiction in which an offer to purchase or solicitation of an offer for a sale is prohibited, in accordance with the securities laws of any such state or jurisdiction, including Brazil. The Tender Offer will be offered exclusively to foreign investors and shall not be registered with the CVM or offered in Brazil.
Cemig and Cemig GT reaffirm their commitment to keep the market timely informed of the subject matter set forth in this Notice to the Market, pursuant to applicable law and regulation. Any communication to their stockholders and the market relating to the Tender Offer will be made on the applicable websites of CVM (www.cvm.gov.br), B3 – Brasil, Bolsa, Balcão S.A. (http://www.b3.com.br/pt_br/) and Cemig (http://ri.cemig.com.br/)
Belo Horizonte, November 28, 2022.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
4. Notice to the Market – Cemig was the winner of lot 1 referring to the Transmission Auction 02/2022 held by the National Electric Energy Agency (“ANEEL”).
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
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 06.981.176/0001-58
Company Registry (NIRE): 31300020550
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), a publicly held company with shares traded on the stock exchanges of São Paulo, New York, and Madrid, and CEMIG GERAÇÃO E TRANSMISSÃO S.A. (“Cemig GT”), a publicly held company and the wholly-owned subsidiary of CEMIG, hereby inform, under CVM Resolution 44/2021, of August 23, 2021, the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and the market in general that it was the winner of lot 1 referring to the Transmission Auction 02/2022 held on this date by the National Electric Energy Agency (“ANEEL”):
| Lot 1 | |
| Winning Annual Permitted Revenue (APR) (R$) | 16,996,903.92 |
| Discount | 48.05% |
| Location (States) | Minas Gerais/Espírito Santo |
| Extension (km) | 165 km, simple circuit, 230 kV |
| Substations | - |
| CAPEX - ANEEL (R$) | 199,136,252.88 |
| Construction deadline (months) | 60 |
The lot bought has important synergies that take advantage of the Operation and Maintenance structure existing at Cemig GT, in addition to CAPEX optimization forecasts and early project delivery, with compatible profitability to the company’s capital cost for this kind of project.
The result of the bidding process consolidates the strategic position of Cemig GT as one of the biggest electricity transmission companies in Brazil, in line with sustainable growth objectives and value generation, following the commitment to transmitting electricity with reliability, transparency, and safety for all society, respecting the environment.
Belo Horizonte/MG - December 16, 2022.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
5. Material Fact - Preliminary results of the offer to purchase for cash commenced by Cemig GT (“Tender Offer”).
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31300040127
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 06.981.176/0001-58
Company Registry (NIRE): 31300020550
MATERIAL FACT
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig”), a category “A” publicly held company with shares traded in the stock markets of São Paulo, New York, and Madrid, and CEMIG GERAÇÃO E TRANSMISSÃO S.A. – CEMIG-GT, a category “B” publicly held company, a wholly-owned subsidiary of Cemig (“Cemig GT”), according to the provisions of Resolution 44 issued by the Brazilian Securities and Exchange Commission (“CVM”), of August 23, 2021, as amended, hereby informs its shareholders and the market in general about the preliminary results of the offer to purchase for cash announced on a Material Fact disclosed on November 28, 2022, commenced by Cemig GT (“Tender Offer”) of its 9.25% Senior Notes due in 2024 in the foreign market (“Notes”), up to an aggregate principal amount of US$250,000,000.00 (two hundred and fifty million dollars) (“Maximum Amount”).
The Tender Offer is being carried out according to the terms and conditions outlined in the offer to purchase (“Offer to Purchase”) dated November 28, 2022. At 5:00 p.m., New York time, of December 9, 2022 (“First Tender Offer Time”), according to D.F. King & Co., Inc., the offering agent and the information agent for the Tender Offer, the holders of Notes representing US$ 240,702,000 made offers (which were not validly withdrawn).
Since the aggregate principal amount of all the Notes validly offered until the Early Offer Date Uma did not exceed the Maximum Amount, CEMIG GT intends to validly acquire all the Notes offered until the First Tender Offer Time (including such time).
Subject to the terms and conditions of the Tender Offer, the holders of the Notes who validly offered their Notes until the First Tender Offer Time (including such time) will be entitled to receive US$1,031.25 for each US$1,000 in principal of the Notes accepted for purchase (“Total Purchase Value”), which includes an early premium of US$50.00 for each US$1,000 in principal of the Notes.
Subject to the terms and conditions of the Tender Offer, the holders of Notes who validly offered their Notes after the First Tender Offer Time, but within the Expiration Date (as defined in the Offer to Purchase) will be entitled to receive US$981.25 for each US$1,000 in principal of the Notes accepted for purchase, which does not include any premium.
In addition to the Total Purchase Value, the holders of Notes who validly offered their Notes and accepted the purchase until the First Tender Offer Time (including such time) will also receive accrued and not paid interest since, and including, the last interest payment date until, but not including, the Initial Settlement Date (as defined below).
The payment of the validly offered Notes before or in the First Tender Offer Time and accepted for purchase is expected to occur on December 21, 2022 (“Initial Settlement Date”).
For any Notes validly offered and not previously settled in the First Tender Offer Time, as well as for any Notes validly offered after the First Tender Offer Time until the Expiration Date (as defined in the Offer to Purchase) (excluding such date), accepted for purchase, the settlement will occur on the date in which all Notes not previously settled are settled (“Final Settlement Date”), subject to compliance with all conditions provided in the Offer to Purchase or its waiver by Cemig GT, as applicable. The Final Settlement Date is expected to occur immediately after the Expiration Date (as defined in the Offer to Purchase).
The holders whose Notes are accepted for purchase after the First Tender Offer Time, but before the Expiration Date (as defined in the Offer to Purchase) (including such date), will receive accrued and not paid interest as of the last interest payment date until, but not including, the Final Settlement Date.
This Material Fact is merely informative and shall not, under any circumstance, be construed as an offer to purchase or solicitation of an offer for the sale of the Notes in any jurisdiction in which an offer to purchase or solicitation of an offer for a sale is prohibited, under the securities laws of any such state or jurisdiction, including Brazil. The Tender Offer is being carried out exclusively to foreign investors and shall not be registered with the CVM or offered in Brazil.
Cemig and Cemig GT reaffirm their commitment to keeping the market timely informed of the subject matter outlined in this Material Fact, according to applicable law and regulation. Any communication to their shareholders and the market in general relating to the Tender Offer will be made on the websites of CVM (www.cvm.gov.br), B3 – Brasil, Bolsa, Balcão S.A. (http://www.b3.com.br/pt_br/), and Cemig (http://ri.cemig.com.br/)
Belo Horizonte/MG - December 12, 2022.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
6. Notice to Shareholders - Interest on Capital.
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
NOTICE TO SHAREHOLDERS
We hereby inform our shareholders that the Executive Board resolved on the declaration of Interest on Equity - IoE. Detailed information about the payment is as follows:
1. Gross value: R$515.514.000,00 (five hundred, fifteen million, five hundred and fourteen thousand reais);
2. Gross value per share: R$0,23426869112 per share, to be paid with the mandatory minimum dividend referring to 2022, with a 15% withholding income tax, except for shareholders exempt from said withholding, under the law in force;
3. Date “with rights”: shareholders of record on December 27, 2022 that hold common and preferred shares will be entitled to the payment;
4. Date “ex-rights”: 12-28-2022;
5. Payment date: Two (2) equal installments, the first by June 30, 2023, and the second by December 30, 2023.
Shareholders whose shares are not held in custody at CBLC (Companhia Brasileira de Liquidação e Custódia) and whose registration data is outdated are advised to go to a branch of Banco Itaú Unibanco S.A. (the institution managing CEMIG’s Registered Share System) bearing their personal documents for the due update.
Belo Horizonte, December 22, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
7. Material Fact -Tender Offer Cemig GT Concluded.
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31300040127
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 06.981.176/0001-58
Company Registry (NIRE): 31300020550
MATERIAL FACT
A COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig”), a category “A” publicly held company with shares traded in the stock markets of São Paulo, New York, and Madrid, and CEMIG GERAÇÃO E TRANSMISSÃO S.A. – CEMIG-GT, a category “B” publicly held company, a wholly-owned subsidiary of Cemig (“Cemig GT”), according to the provisions of Resolution 44 issued by the Brazilian Securities and Exchange Commission (“CVM”), of August 23, 2021, as amended, hereby informs its shareholders and the market in general that completed the offer to purchase for cash announced on a Material Fact disclosed on November 28, 2022, commenced by Cemig GT (“Tender Offer”) of its 9.25% Senior Notes due in 2024 in the foreign market (“Notes”), up to an aggregate principal amount of US$250,000,000.00 (two hundred and fifty million dollars) (“Maximum Amount”).
The Tender Offer expired at 11:59 p.m. (New York City time) on December 23, 2022 (“Expiration Date”).
A total amount of US$ 243,890,000 was accepted by holders of Notes, $240,702,000 were previously settled on December 21, 2022, considering the acceptances made by the holders of Notes until 5:00 p.m. (New York City Time) on December 9, 2022 ("Early Tender"). The remaining amount of US$ 3,188,000, was accepted by the holders of Notes after Early tender, within the Expiration Date.
Considering that the total amount of valid acceptances made by the holders of Notes up to the Experation Date did not exceed the Maximum Amount, Cemig GT will acquire the Notes of all holders who have accepted the tender offer.
Subject to the terms and conditions of the Tender Offer, the holders of Notes who validly accepted their Notes after the Early Tender Offer Time, but within the Expiration Date (as defined in the Offer to Purchase) will be entitled to receive US$981.25 for each US$1,000 in principal of the Notes accepted for purchase.
This Material Fact is merely informative and shall not, under any circumstance, be construed as an offer to purchase or solicitation of an offer for the sale of the Notes in any jurisdiction in which an offer to purchase or solicitation of an offer for a sale is prohibited, under the securities laws of any such state or jurisdiction, including Brazil. The Tender Offer is being carried out exclusively to foreign investors and shall not be registered with the CVM or offered in Brazil.
Cemig and Cemig GT reaffirm their commitment to keeping the market timely informed of the subject matter outlined in this Material Fact, according to applicable law and regulation. Any communication to their shareholders and the market in general relating to the Tender Offer will be made on the websites of CVM Classification: Public (www.cvm.gov.br), B3 – Brasil, Bolsa, Balcão S.A. (http://www.b3.com.br/pt_br/), and Cemig (http://ri.cemig.com.br/).
Belo Horizonte/MG – December 27, 2022.
Leonardo George de Magalhães
Diretor de Finanças e Relações com Investidores
8. Notice to the Market - CEMIG concludes the desinvesment of f its stake in Ativas Data Center.
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
NOTICE TO THE MARKET
CEMIG concludes the desinvesment of 19.6% of its stake in Ativas Data Center S.A.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig or Company”), a publicly held company with shares traded in the stock markets of São Paulo, New York, and Madrid, hereby informs the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and the market in general, in continuity with the disclosure made through a Notice to the Market by the Company on November 16, 2022, which concluded today the desinvesment of 19.6% of its total stake in Ativas Data Center S.A (“Ativas”) to Sonda Procwork Informática Ltda (“Sonda”).
The amount disbursed by Sonda was R$60.02 million, and was paid by compensation of: (i) offsetting Cemig’s debt obligations with Sonda, of which R$57.58 million referring to loans and (ii) R$2.44 million to indemnification.
Upon completion of the Transaction, the Company ceased to hold any shares issued by Ativas and, therefore, ceased to be a shareholder of Ativas. Sonda becomes the sole shareholder of Ativas, holding the entire share capital of Ativas.
The transaction reinforces the Company’s strategy regarding the divestment of Cemig’s minority stake to create value by investing in projects in the Minas Gerais State.
Belo Horizonte, December 28, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
9. Notice to the Market - Cemig GT concluded the settlement of its 9th issue of simple debentures.
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31300040127
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 06.981.176/0001-58
Company Registry (NIRE): 31300020550
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig”), a category “A” publicly held company with shares traded on the stock exchanges of São Paulo, New York, and Madrid, hereby informs the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão, and the market in general that today CEMIG GERAÇÃO E TRANSMISSÃO S.A. (“CEMIG GT”), a category “B” publicly held company and the wholly-owned subsidiary of Cemig, concluded all the procedures related to the financial settlement of the 9th (ninth) issue of unsecured simple debentures, not convertible into shares, with additional personal guarantee, in two series, for public distribution with restricted placement efforts, under Instruction 476 of the Brazilian Securities and Exchange Commission, of January 16, 2009, as amended (“Issue”), which are collateralized by Cemig.
A total of 1,000,000 (one million) debentures were issued, totaling R$1,000,000,000.00 (one billion reais), subscribed as follows:
| Series | Quantity | Value | Rate | Term |
| 1st | 700,000 | R$700,000,000.00 | CDI + 1.33% | 5 years |
| 2nd | 300,000 | R$300,000,000.00 | IPCA + 7.6245% | 7 years |
The net proceeds obtained by the Company with the issue of First Series Debentures will be aimed to recompose the cash position, and those from the Second Series Debentures will be used to refund expenses related to renewable energy generation and energy efficiency in the transmission projects, which are deemed as a priority for the purposes of Law 12,431, of June 24, 2011, as amended, and, considering the allocation to the aforementioned projects, the Second Series Debentures are characterized as “green debentures”.
Finally, we hereby inform that the credit rating agency Fitch Ratings attributed an AA+(bra) rating to the Issue.
This notice is for information purposes only, under the terms of the legislation in force, and should not be interpreted as material for selling or an offer, an invitation, or a request for the acquisition of the Debentures.
Belo Horizonte, December 22, 2022.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
10. Notice to Shareholders - Expected date for the Annual Shareholders’ Meeting.
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
NOTICE TO SHAREHOLDERS
Expected date for the Annual Shareholders' Meeting
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig” or “Company”), a publicly-held company with shares traded on the stock exchanges of São Paulo, New York, and Madrid, pursuant to Article 37 of Instruction 81 of the Brazilian Securities and Exchange Commission (“CVM”), of March 29, 2022, as amended, hereby informs its shareholders, the market in general, and other stakeholders that the Company’s Annual Shareholders' Meeting to resolve on the financial statements and allocation of net income for the fiscal year 2022 is expected to be held on April 27, 2023 (“2023 ASM").
Guidelines on shareholder attendance, the call notice material, and the Management proposal will be available at an opportune time.
Belo Horizonte, January 12, 2023.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
11. Notice to the Market - Cemig in São Paulo’s ISE sustainability index for 18th year running.
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31300040127
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), , a publicly held company with shares traded in the stock markets of São Paulo, New York, and Madrid, according to its commitment to adopt the best Corporate Governance practices, as amended, hereby informs its shareholders and the market in general that has been selected, for the 18thconsecutive year, to be part of the Corporate Sustainability Index (“ISE”) of B3 S.A. – Brasil, Bolsa, Balcão (“B3”) for 2023.
ISE B3 is an important tool for comparative analysis of the performance of companies listed on B3 in terms of corporate sustainability, based on economic efficiency, environmental balance, social justice and corporate governance.
The new portfolio includes 70 companies from 37 sectors with combined market cap of more than R$2 trillion, representing almost 54.24% of the total market value of the companies with shares traded on B3 (on 12/29/2022).
The Company obtained the highest grade in requirements such as social and environmental risk management policy in the supply chain, ethics management, business model sustainability, employee data protection, and systemic risk management.
Cemig's maintenance on the B3 ISE demonstrates the Company's ongoing commitment to adopting the best Environmental, Social, and Governance (ESG) standards, determining factors for sustainable growth, with the purpose of creating value for its shareholders, employees, suppliers, and society.
To see the full composition of the ISE and get more details, check on: www.iseb3.com.br
Belo Horizonte, January 12, 2023.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
12. Notice to the Market - CEMIG executes a Share Purchase Agreement for the sale of its stake in Axxiom.
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
CNPJ 17.155.730/0001-64
Company Registry (NIRE): 31.300.040.127
NOTICE TO THE MARKET
CEMIG executes a Share Purchase Agreement for the sale of 49.0% of its stake in Axxiom Soluções Tecnológicas S.A.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), a publicly held company with shares traded on the stock exchanges of São Paulo, New York, and Madrid, hereby informs the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão (“B3”) and the market in general, that today it executed a Share Purchase Agreement and Other Covenants (“CCVA”) for the sale of 49.0% of its stake in Axxiom Soluções Tecnológicas S.A. (“Axxiom”) to Light S.A. (“Light”), which holds the remaining interest of 51.0% (“Transaction").
The CCVA is subject to specific conditions precedent that must be complied with within the next few months. The CCVA includes the settlement of assets and liabilities that resulted in a symbolic payment by Light of R$1.00 (one real). On September 30, 2022, Axxiom reported negative equity of R$11 million.
The Transaction is in line with the Company’s Strategic Planning, which provides for the divestment of assets that do not comply with the core activities of Grupo Cemig.
Cemig reaffirms its commitment to keeping shareholders, the market in general, and other stakeholders duly and timely informed about the developments of the Transaction, according to the applicable regulation, and in compliance with the restrictions outlined in CVM rules and other applicable laws.
Belo Horizonte, December 22, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
13. Notice to Shareholders - Payment of proceeds.
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
NOTICE TO SHAREHOLDERS
We hereby inform our shareholders that on December 29, 2022, CEMIG will pay the following proceeds:
| a) | R$477,641 thousand, corresponding to R$0.28217513295 per common/preferred share, referring to the second installment of Interest on Equity - IOE (2021 fiscal year), with a 15% withholding income tax, except for shareholders exempt from said withholding, under the terms of the law in force. |
According to the “Notices to Shareholders” of December 10, 2021, shareholders of record on December 21, 2021, will be entitled to receive the proceeds;
| b) | R$505,628 thousand, corresponding to R$0.29870896368 per common/preferred share, referring to the second installment of dividends (2021 fiscal year). |
According to the “Notice to Shareholders” of April 29, 2022, shareholders registered in the Record Book of Registered Shares on the date of the Annual/Extraordinary Shareholders' Meeting (AESM), April 29, 2002, will be entitled to such proceeds.
| c) | R$245,000 thousand, corresponding to R$0.14473821881 per common/preferred share, referring to the single installment of Interest on Equity - IOE (2022 fiscal year), with a 15% withholding income tax, except for shareholders exempt from said withholding, under the terms of the law in force. |
According to the “Notice to Shareholders” of March 23, 2022, shareholders of record on March 28, 2022, will be entitled to receive the proceeds;
We clarify that the payment of the proceeds per share considers the total shares before the bonus of 29.999999976%, approved at the Annual and Extraordinary Shareholders' Meeting of April 29, 2022, and credited on May 4, 2022, considering that such bonus shares are not entitled to the aforementioned proceeds.
We also inform that the fractions resulting from the aforementioned bonification were combined and disposed of on September 23, 2022, in the amounts of 11,341 common shares and 106,498 preferred shares, at the average values of R$17.8640014108 per common share and R$11.7767707375 per preferred share. The product of the aforementioned disposal will be paid, in the due proportions, on December 29, 2022, together with the aforementioned proceeds.
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brazil - Fax (31)3506-5025 - Phone: (31)3506-5024
Shareholders whose bank details are updated with the Custodian Bank of CEMIG's Registered Shares (Banco Itaú Unibanco S.A.) will have their credits automatically made on the first payment day. If a shareholder does not receive the aforementioned credit, he/she shall go to a branch of Banco Itaú Unibanco S.A. to update his/her registration data. The proceeds related to the shares held in custody by Companhia Brasileira de Liquidação e Custódia - CBLC will be credited to that entity and the Depository Brokers will be responsible for transferring them to shareholders.
Belo Horizonte, December 12, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brazil - Fax (31)3506-5025 - Phone: (31)3506-5024
14. Notice to Shareholders - Interest on Capital.
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
NOTICE TO SHAREHOLDERS
We hereby inform our shareholders that the Executive Board resolved on the declaration of Interest on Equity - IoE. Detailed information about the payment is as follows:
1. Gross value: R$398,607,000.00 (three hundred, ninety-eight million, six hundred and seven thousand reais);
2. Gross value per share: R$0.18114181218 per share, to be paid with the mandatory minimum dividend referring to 2022, with a 15% withholding income tax, except for shareholders exempt from said withholding, under the law in force;
3. Date “with rights”: shareholders of record on December 21, 2022 that hold common and preferred shares will be entitled to the payment;
4. Date “ex-rights”: 12-22-2022;
5. Payment date: Two (2) equal installments, the first by June 30, 2023, and the second by December 30, 2023.
Shareholders whose shares are not held in custody at CBLC (Companhia Brasileira de Liquidação e Custódia) and whose registration data is outdated are advised to go to a branch of Banco Itaú Unibanco S.A. (the institution managing CEMIG’s Registered Share System) bearing their personal documents for the due update.
Belo Horizonte, December 14, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
15. Notice to the Market - Cemig selected at DJSI for the 23rd consecutive year.
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
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“Cemig or Company”), a publicly held company with shares traded on the stock exchanges of São Paulo, New York, and Madrid, according to its commitment to adopt the best Corporate Governance practices, hereby informs its shareholders and the market in general that it has been selected, for the 23rd time, to be part of the Dow Jones Sustainability World Index (DJSI World). For 23 consecutive years, Cemig has been part of DJSI World, since its creation in 1999.
Cemig is still the only company in the electricity sector outside Europe to be part of the index. In the index’s 2022/2023 edition, Cemig is among the 8 of the 66 global companies evaluated in the sector.
DJSI World is an index composed of shares from the largest companies in the world that, within their different economic sectors, stand out for their sustainability-driven performance and their adaptation to market trends, being capable of creating value for shareholders in the medium and long term. The index composition is annually renewed and is a world reference for investors and international financial agencies that use the index to make socially responsible investment decisions. The new composition of DJSI World gathers 330 companies from several countries chosen among 3,519 pre-selected companies from different economic sectors.
The companies were evaluated based on a survey and public information. The selection was conducted by S&P Dow Jones Indices (“S&P DJI”), an institution specialized in asset management and offer of products and services related to sustainable investments, and the entire process is audited by Deloitte.
Remaining in the Dow Jones Sustainability Index for 23 consecutive years reiterates Cemig’s commitment to continue using sustainable practices in its relationship with employees and suppliers, creating value for its shareholders and contributing to the well-being of society.
Further details on the socio-environmental practices adopted by Cemig are available in the sustainability reports on www.cemig.com.br.
Belo Horizonte, December 12, 2022.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer
16. Material Fact - Award in an Arbitration PUT SAAG.
COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 17.155.730/0001-64
Company Registry (NIRE): 31300040127
CEMIG GERAÇÃO E TRANSMISSÃO S.A.
PUBLICLY HELD COMPANY
Corporate Taxpayer’s ID (CNPJ): 06.981.176/0001-58
Company Registry (NIRE): 31300020550
MATERIAL FACT
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), a publicly held company with shares traded on the stock exchanges of São Paulo, New York and Madrid, and CEMIG GERAÇÃO E TRANSMISSÃO S.A. (“Cemig GT”), a publicly held company and a wholly-owned subsidiary of CEMIG, under CVM Resolution 44/2021, of August 23, 2021, hereby informs the Brazilian Securities and Exchange Commission (CVM), B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and the market in general that it was rendered an award in an arbitration proceeding between Cemig GT and Private Pension Foundations (“Foundations”) that participate in the investment structure in the Santo Antônio Plant through SAAG (structure composed of FIP Melbourne, Parma Participações S.A., and FIP Malbec, jointly referred to as “Investment Structure”), proposed by Cemig GT for discussion of the value of the put options exercised by the Foundations related to their share in the investment structure.
The arbitration award sentenced Cemig GT to the full payment related to the exercise price of the options provided for in the contracts. The recorded amount referring to the difference between the fair value estimated for the assets and the exercise price corresponded to R$653,967 thousand on September 30, 2022, as disclosed in detail in Note 28 to Cemig GT’s Quarterly Information.
The Company, together with its legal counsel, is analyzing the applicable measures and it should be noted that, considering the provision already recorded, no additional material economic effects are expected in the financial statements as a result of such a decision.
The Company reaffirms its commitment to keep shareholders and the market in general duly and timely informed, according to the applicable legislation, under the applicable regulation, and in compliance with the restrictions of CVM rules and other applicable laws.
Belo Horizonte, February 10, 2023.
Leonardo George de Magalhães
Chief Finance and Investor Relations Officer
17. Notice to the Market - Cemig was recognized in the Global Sustainability Award by Standard & Poor’s.
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
NOTICE TO THE MARKET
COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG (“CEMIG” or “Company”), a publicly held company with shares traded in the stock markets of São Paulo, New York, and Madrid, according to its commitment to adopt the best Corporate Governance practices, as amended, hereby informs its shareholders and the market in general that it was, once again, recognized in the Global Sustainability Award by Standard & Poor's, the organizer of the Dow Jones Sustainability Index (DJSI), with the “Bronze Seal” (Top 10% S&P Global ESG Score), placing Cemig among the most sustainable companies in the world.
Because of this recognition, the Company is now included in “The Sustainability Yearbook 2023”, which highlights 708 leading organizations in sustainability this year, corresponding to US$84 trillion in market value. The position of each company in the list was defined according to their respective ranking in the S&P Global ESG Scores, which was calculated based on the Corporate Sustainability Assessment (CSA). Only 3 Brazilian electricity companies are on the list and Cemig was ranked first place among them.
By maintaining its listing in the Yearbook, Cemig demonstrates the Company's ongoing commitment to adopting the best ESG (environmental, social, and governance) practices, which are determining factors for sustainable growth aimed at creating value for its shareholders, employees, suppliers, and society.
Belo Horizonte, February 09, 2023.
Leonardo George de Magalhães
Chief Financial and Investor Relations Officer