Title of each Class of
Securities to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Offering Price
Per Unit (1)
|
Proposed Maximum
Aggregate
Offering Price (2)
|
Amount of
Registration Fee
|
American Depositary Shares ("ADSs") evidenced by American Depositary Receipts ("ADRs"), representing common shares of CPFL Energia S.A.
|
N/A
|
N/A
|
N/A
|
N/A
|
Item Number and Caption
|
Location in Form of ADR Filed Herewith as Prospectus
|
|||
1.
|
Name of Depositary and address of its principal executive office:
|
Introductory Article.
|
||
2.
|
Title of ADRs and identity of deposited securities:
|
Face of ADR, top center.
|
||
Terms of Deposit:
|
||||
(a)
|
Amount of deposited securities represented by one unit of ADRs:
|
Face of ADR, upper right corner.
|
||
(b)
|
Any procedure for voting the deposited securities:
|
Articles number 15, 16 and 18.
|
||
(c)
|
Procedure for collecting and distributing dividends:
|
Articles number 4, 12, 13, 15 and 18.
|
||
(d)
|
Procedures for transmitting notices, reports and proxy soliciting material:
|
Articles number 11, 15, 16 and 18.
|
||
(e)
|
Sale or exercise of rights:
|
Articles number 13, 14, 15 and 18.
|
||
(f)
|
Deposit or sale of securities resulting from dividends, splits or plans of reorganization:
|
Articles number 12, 13, 15, 17 and 18.
|
||
(g)
|
Amendment, extension or termination of the deposit agreement:
|
Articles number 20 and 21.
|
||
(h)
|
Rights of holders of ADRs to inspect the transfer books of the depositary and the list of holders of ADRs:
|
Article number 11.
|
||
(i)
|
Restrictions on the right to transfer or withdraw the underlying securities:
|
Articles number 2, 3, 4, 5, 6, 8 and 22.
|
||
(j)
|
Any limitation on the depositary’s liability:
|
Articles number 14, 18, 19 and 21.
|
||
3.
|
Fees and charges which may be imposed directly or indirectly on holders of ADRs:
|
Articles number 7 and 8.
|
Item Number and Caption
|
Location in Form of ADR Filed Herewith as Prospectus
|
|
Public reports furnished by issuer
|
Article number 11.
|
(a)(1)
|
Form of Deposit Agreement, among CPFL Energia S.A., as Issuer, Deutsche Bank Trust Company Americas, as Depositary, and all Owners and Beneficial Owners of ADSs evidenced by ADRs issued thereunder. —Previously filed.
|
|
(a)(2)
(b)
|
Form of Amendment to Deposit Agreement, including the Form of ADR. Filed herewith as Exhibit (a)(2).
Any other agreement to which the Depositary is a party relating to the issuance of the ADSs registered hereby or the custody of the deposited securities represented thereby. — None.
|
|
(c)
|
Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. — See (a) above.
|
|
(d)
|
Opinion of Linklaters LLP, counsel for the Depositary as to the legality of the securities being registered. — Previously filed.
|
|
(e)
|
Certification under Rule 466. — Filed herewith as Exhibit (e).
|
|
(f)
|
Powers of Attorney for certain officers and directors and the authorized representative of the Issuer. — Set forth on the signature pages hereto.
|
(a)
|
The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the ADRs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
|
|
(b)
|
If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADR thirty (30) days before any change in the fee schedule.
|
Legal entity to be created by the Deposit Agreement for the issuance of ADSs for common shares of CPFL Energia S.A.
|
||||||
Deutsche Bank Trust Company Americas, as Depositary,
|
||||||
By:
|
/s/ Chris Konopelko
|
|||||
Name: Chris Konopelko
Title: Vice President |
||||||
By:
|
/s/ James Kelly
|
|||||
Name: James Kelly
Title: Vice President |
CPFL Energia S.A.,
|
||||||
By:
|
/s/ Wilson P. Ferreira Jr.
|
|||||
Name: Wilson P. Ferreira Jr.
Title: Chief Executive Officer |
Name
|
Title
|
|
/s/ Murilo Cesar Lemos dos Santos Passos
|
President of the Board of Directors
|
|
Murilo Cesar Lemos dos Santos Passos
|
||
/s/ Wilson P. Ferreira Jr.
|
Chief Executive Officer
|
|
Wilson P. Ferreira Jr.
|
||
/s/ Lorival Nogueira Luz Junior
|
Chief Financial Officer
|
|
Lorival Nogueira Luz Junior
|
||
/s/ Robson Rocha
|
Vice President and Director
|
|
Robson Rocha
|
||
/s/ Claudio Borin Guedes Palaia
|
Director
|
|
Claudio Borin Guedes Palaia
|
||
/s/ Ricardo Carvalho Giambroni
|
Director
|
|
Ricardo Carvalho Giambroni
|
||
/s/ Francisco Caprino Neto
|
Director
|
|
Francisco Caprino Neto
|
||
/s/ Martin Roberto Glogowsky
|
Director
|
|
Martin Roberto Glogowsky
|
||
/s/ Ana Dolores Moura Canreiro de Novaes
|
Independent Director
|
|
Ana Dolores Moura Canreiro de Novaes
|
Puglisi & Associates,
|
||||
By:
|
/s/ Donald J. Puglisi
|
|||
Name:
|
Donald J. Puglisi
|
|||
Title:
|
Managing Director
For and on behalf of Puglisi & Associates
the Authorized U.S. Representative
|
Exhibit
|
Document
|
|
(a)(2)
|
Form of Amendment to Deposit Agreement, including the Form of ADR
|
|
(e)
|
Rule 466 Certification
|