NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
IMPORTANT: You must read the following before continuing. This important notice applies to the consent solicitation memorandum (the "Consent Solicitation Memorandum") following this page, whether received by email or otherwise received as a result of electronic communication, and you are therefore required to read this important notice carefully before accessing, reading or making any other use of the Consent Solicitation Memorandum. In accessing, reading or making any use of the Consent Solicitation Memorandum, you agree (in addition to giving the representations below) to be bound by the terms and conditions set out in this important notice, including any modifications to them from time to time, each time you receive any information from Centrais Elétricas Brasileiras S.A. – Eletrobras (the "Issuer"); Banco Bradesco BBI S.A. or Merrill Lynch, Pierce, Fenner & Smith Incorporated (together, the "Solicitation Agents"); or D.F. King & Co., Inc. (the "Information and Tabulation Agent"). Capitalised terms used but not otherwise defined in this important notice shall have the meaning given to them in the Consent Solicitation Memorandum.
THIS DOCUMENT (WHICH EXPRESSION WHEN USED ON THIS PAGE INCLUDES THE CONSENT SOLICITATION MEMORANDUM) IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If any holder of Notes (as defined in the Consent Solicitation Memorandum) is in any doubt as to the contents of the Consent Solicitation Memorandum or the action it should take or is unsure of the impact of the Proposal (as defined in the Consent Solicitation Memorandum), such holder of Notes is advised to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, legal adviser, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, commercial bank, custodian, trust company or other nominee or intermediary or clearing system (including any Clearing System (as defined in the Consent Solicitation Memorandum)) must contact such entity if it wishes to participate in the Meeting at which the Extraordinary Resolution will be considered (each as defined in the Consent Solicitation Memorandum). None of the Issuer, the Solicitation Agents, the Information and Tabulation Agent or Deutsche Bank Trust Company Americas (in its capacity as trustee of the Notes, the "Trustee") is providing holders of Notes with any legal, business, tax or other advice in this Consent Solicitation Memorandum.
THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE A SOLICITATION TO EXERCISE VOTING RIGHTS WITH RESPECT TO ANY, SECURITIES TO OR FROM, OR BY, ANY PERSON LOCATED IN OR RESIDENT IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION IS UNLAWFUL.
THE ATTACHED CONSENT SOLICITATION MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE CONSENT SOLICITATION MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS LAWFUL TO SEND THE CONSENT SOLICITATION MEMORANDUM. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE CONSENT SOLICITATION MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.
The communication of this Consent Solicitation Memorandum and any other documents or materials relating to the Proposal is not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the “FSMA”). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under Section 21 of the FSMA on the basis that it is only directed at and may be communicated to (i) persons who have professional experience in matters relating to investments, being investment professionals as defined in Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Financial Promotion Order”); (ii) persons who fall within Article 43(2) of the Financial Promotion Order; or (iii) any other persons to whom these documents and/or materials may lawfully be provided. Any investment or investment activity to which this Consent Solicitation Memorandum relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.
This Consent Solicitation Memorandum is not a public offer or advertisement of the securities referred to herein in Brazil and is not an offer, or an invitation to make offers, to purchase, sell, exchange or transfer any securities in Brazil or to or for the benefit of any Brazilian person or entity, unless and to the extent otherwise permitted under Brazilian law, and must not be made publicly available in Brazil. The securities referred to herein have not been and will not be registered in Brazil and are not intended for "placement", "public circulation", "offering" or "advertising" (each as defined under Brazilian law) in Brazil except as permitted by Brazilian law.
Confirmation of your representation: In order to be eligible to access the Consent Solicitation Memorandum or make an investment decision or exercise voting rights with respect to the contents therein, you must be able to participate lawfully in the Meeting at which the Extraordinary Resolution will be considered. The Consent Solicitation Memorandum was sent to you as a holder of the Notes referred to below and, by accepting the e-mail to which the Consent Solicitation Memorandum was attached and accessing the Consent Solicitation Memorandum, you shall be deemed (in addition to the above) to have represented to the Issuer, the Solicitation Agents and the Information and Tabulation Agent that:
- you are a holder or a beneficial owner of 6.875% Notes due 2019 (Unrestricted Global Note ISIN: USP22854AF31, CUSIP: P22854AF3; Restricted Global Note ISIN: US15234QAJ76, CUSIP: 15234QAJ7) or 5.750% Notes due 2021 (Unrestricted Global Note ISIN: USP22854AG14, CUSIP: P22854AG1; Restricted Global Note ISIN: US15234QAL23, CUSIP: 15234QAL2);
- you are a person to whom it is lawful to send the Consent Solicitation Memorandum and for the Issuer to solicit consents to the Proposal (each, as defined in the Consent Solicitation Memorandum); and
- you consent to delivery of the Consent Solicitation Memorandum to you by electronic transmission.
NEITHER THE CONSENT SOLICITATION MEMORANDUM NOR ANY RELATED DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION (THE “SEC”), NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THE CONSENT SOLICITATION MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT MAY BE UNLAWFUL AND A CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.
If you have recently sold or otherwise transferred your entire holding of Notes, please inform the Information and Tabulation Agent accordingly.
This important notice and the Consent Solicitation Memorandum following this page have been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic communication and consequently none of the Issuer, the Solicitation Agents, the Information and Tabulation Agent or, in each case, any person who controls any such person, any director, officer, employee or agent of any such person or any affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the Consent Solicitation Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tabulation Agent.
You are also reminded that the Consent Solicitation Memorandum has been delivered to you on the basis that you are a person into whose possession the Consent Solicitation Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located or are resident. If you are not the addressee to whom the Consent Solicitation Memorandum was intended to be delivered, please notify the sender immediately and destroy the Consent Solicitation Memorandum.
In certain jurisdictions, the distribution of this Consent Solicitation Memorandum may be restricted by law. Under no circumstances shall the Consent Solicitation Memorandum constitute a solicitation to exercise any voting rights with respect to any Notes to or from, or by, any person located or resident in any jurisdiction where it is unlawful to make such offer or solicitation under applicable securities or "blue sky" or other laws. Persons into whose possession the Consent Solicitation Memorandum comes are required by the Issuer, the Solicitation Agents, and the Information and Tabulation Agent to inform themselves about and to observe any such restrictions.
