Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
| Companhia Energética de Minas Gerais – CEMIG |
(Name of Issuer)
| Common Shares, R$5.00 par value |
(Title of Class of Securities)
| P2577R102 |
(CUSIP Number)
| March 3, 2016 |
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures
provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
CUSIP No. P2577R102
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1
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NAMES OF REPORTING PERSONS
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BNDES Participações S.A. — BNDESPAR
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federative Republic of Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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63,082,911
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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63,082,911
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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63,082,911
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.14% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Percentages are calculated based on 566,036,634 common shares of the Issuer outstanding as of June 30, 2021, as reported in the Issuer’s report on Form 6-K furnished to the U.S. Securities
and Exchange Commission on November 4, 2021.
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CUSIP No. P2577R102
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1
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NAMES OF REPORTING PERSONS
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Banco Nacional de Desenvolvimento Econômico e Social - BNDES
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Federative Republic of Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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63,082,911 (1)
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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63,082,911 (1)
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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63,082,911 (1)
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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11.14% (2)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUC
TIONS)
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CO
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(1)
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Represents 63,082,911 common shares of the Issuer directly beneficially owned by BNDESPAR
and over which BNDESPAR shares voting and dispositive power with BNDES as its sole shareholder.
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(2)
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Percentages are calculated based on 566,036,634 common shares of the Issuer outstanding as of June 30, 2021, as reported in the Issuer’s report on Form 6-K furnished to the U.S. Securities
and Exchange Commission on November 4, 2021.
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Item 1(a).
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Name of Issuer:
Companhia Energética de Minas Gerais – CEMIG
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Item 1(b).
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Address of Issuer’s Principal Executive Offices:
Avenida Barbacena 1200 Belo Horizonte, MG 30190-131 Brazil
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Item 2(a).
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Name of Person Filing:
(i) BNDES Participações S.A. — BNDESPAR
(ii) Banco Nacional de Desenvolvimento Econômico e Social – BNDES (collectively, the “Reporting Persons”)
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Item 2(b).
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Address of Principal Business Office, or, if none, Residence:
Av. República do Chile, 100 - Centro, Rio de Janeiro, R.J., Brazil
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Item 2(c).
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Citizenship:
Federative Republic of Brazil
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Item 2(d).
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Title of Class of Securities:
Common Shares, R$5.00 par value
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Item 2(e).
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CUSIP No.:
P2577R102
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| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with Section 240.13d–1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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| Item 4. |
Ownership
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The following information with respect to the ownership of the common shares of the Issuer by the Reporting Persons is provided as of May 3, 2022.
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Reporting Person
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Amount
beneficially
owned:
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Percent of
class:
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Sole power to
vote or direct
the vote:
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Shared power to
vote or to direct
the vote:
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Sole power to
dispose or to direct
the disposition of:
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Shared power
to dispose or to
direct the
disposition of:
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||||||||||||||||||
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BNDES Participações S.A. - BNDESPAR
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63,082,911
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11.14
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%(1)
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0
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63,082,911
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0
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63,082,911
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|||||||||||||||||
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Banco Nacional de Desenvolvimento Econômico e Social - BNDES
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63,082,911
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(2)
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11.14
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% (1)
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0
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63,082,911
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0
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63,082,911
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||||||||||||||||
(1) Percentages are calculated based on 566,036,634 common shares of the Issuer outstanding as of June 30, 2021, as reported in the Issuer’s report on Form 6-K furnished to the U.S. Securities and Exchange Commission
on November 4, 2021.
(2) Represents 63,082,911 common shares of the Issuer directly beneficially owned by BNDESPAR and over which BNDESPAR shares voting and dispositive power with BNDES as its sole shareholder.
| Item 5. |
Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not applicable.
| Item 8. |
Identification and Classification of Members of the Group
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Not applicable.
| Item 9. |
Notice of Dissolution of Group
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Not applicable.
| Item 10. |
Certifications
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By signing below, each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under
§ 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2022
| BNDES Participações S.A. - BNDESPAR | ||
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By:
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/s/ Pablo Valente de Souza
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Name: Pablo Valente de Souza
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Title: Attorney-in-fact
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By:
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/s/ Reinaldo Luiz Bedin Junior
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Name: Reinaldo Luiz Bedin Junior
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Title: Attorney-in-fact
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 3, 2022
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Banco Nacional de Desenvolvimento Econômico e Social - BNDES
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By:
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/s/ Pablo Valente de Souza
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Name: Pablo Valente de Souza
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Title: Attorney-in-fact
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By:
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/s/ Reinaldo Luiz Bedin Junior
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Name: Reinaldo Luiz Bedin Junior
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Title: Attorney-in-fact
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1
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Joint Filing Agreement of the Reporting Persons (filed herewith).
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Exhibit 1
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this “Agreement”) is made and entered into as of this 3rd day of May 2022, by and among BNDES Participações S.A. — BNDESPAR (“BNDESPAR”) and Banco Nacional de
Desenvolvimento Econômico e Social — BNDES (“BNDES”).
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the parties to this Agreement hereby agree to prepare jointly and file timely (and
otherwise to deliver as appropriate) all filings on Schedule 13D or 13G relating to their ownership (direct or otherwise) of any securities of Companhia Energética de Minas Gerais - CEMIG (“CEMIG” or the “Issuer”), a sociedade por ações, de economia mista (a state-controlled mixed capital company) organized under the laws of the Federative Republic of Brazil, and any and all amendments thereto and any other document relating thereto
(collectively, the “Filings”) required to be filed by them pursuant to the Exchange Act. This Agreement may be included as an exhibit to any such joint filing. Each party to this Agreement further agrees and covenants to the other parties that it
will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same
instrument. Each party to this Agreement acknowledges that it shall be responsible for the timely filing of such Filings, and for the completeness and accuracy of the information concerning itself or contained herein and therein, but shall not be
responsible for the completeness and accuracy of the information concerning the other parties to this Agreement contained herein or therein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.
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BNDES Participações S.A. — BNDESPAR
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/s/ Pablo Valente de Souza
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By:
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Pablo Valente de Souza | |
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Title: Attorney-in-fact
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/s/ Reinaldo Luiz Bedin Junior
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By:
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Reinaldo Luiz Bedin Junior | |
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Title: Attorney-in-fact
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Banco Nacional de Desenvolvimento Econômico e Social — BNDES
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/s/ Pablo Valente de Souza
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By:
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Pablo Valente de Souza | |
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Title: Attorney-in-fact
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/s/ Reinaldo Luiz Bedin Junior
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By:
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Reinaldo Luiz Bedin Junior | |
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Title: Attorney-in-fact
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||