Manangement Proposal

7/30/2019 Manangement Proposal

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LIGHT S.A.

MANAGEMENTS PROPOSAL

ANNUAL SHAREHOLDERS MEETING ON APRIL 26, 2012

Table of Contents

Table of Contents.................................................................................1

Management Proposal..........................................................................4

Net Income Allocation ..........................................................................5

13.1 - Describe the policy or practice of compensation of the boardof directors, statutory and non-statutory board of executive officers,fiscal council, statutory committees, and audit, risk, financial andcompensation committees, addressing the following aspects........12

There is no compensation or benefit connected with the occurrence

of a certain corporate event, such as the sale of share control of theCompany.........................................................................................15

13.2 Total compensation per body:..............................................16

13.4 Concerning the share-based compensation plan of the boardof directors and statutory board of executive officers in effect in thelast fiscal year and estimated for the current fiscal year, describe:........................................................................................................25

13.5. Inform the number of shares or quotas directly or indirectlyheld in Brazil or abroad, and other securities convertible into sharesor quotas, issued by the issuer, its direct and indirect controlling

shareholders, subsidiaries or companies under common control, bymembers of the board of directors, statutory board of executiveofficers or fiscal council, grouped by body, on the closing date of thelast fiscal year: ...............................................................................30

13.6. Concerning the share-based compensation of the board ofdirectors and statutory board of executive officers recognized in theincome for the last three fiscal years and the one estimated for thecurrent fiscal year, prepare a table with the following content:......30

13.7 - Concerning the outstanding options of the board of directorsand statutory board of executive officers at the end of the last fiscal

year, prepare a table with the following content:............................32

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13.8. Concerning the options exercised and shares granted asshare-based compensation for the board of directors and thestatutory board of executive officers during the last 3 fiscal years,prepare a table with the following content:.....................................32

13.10 - Provide the following information on pension plans in effect

for members of the Board of Directors and Statutory Board ofExecutive Officers, prepare a table with the following contents: ...35

(*) Amount calculated based on the value of quota of Plan C and Don 12/31/2012.................................................................................36

13.11 For the last 3 fiscal years, concerning the board of directors,the statutory executive board and the fiscal council, provide thefollowing information in a table::.....................................................36

13.12. Description of contractual arrangements, insurance policiesor other instruments that structure compensation or indemnification

mechanisms for members of management in case of termination ofemployment or retirement, indicating the financial consequences tothe issuer. .......................................................................................37

13.13. In relation to the last 3 fiscal years, indicate the percentageof total compensation of each body recognized in the issuers resultcorresponding to members of the board of directors, statutoryboard of executive officers or fiscal council that are related partiesto the controlling shareholders, direct or indirectly, as defined bythe accounting principles about this subject...................................37

13.14. With regard to the last three fiscal years, indicate the

amounts recognized in the issuers result as compensation ofmembers of the board of directors, statutory board of executiveofficers or fiscal council, grouped by body, for any reason other thanthe performance of their position's duties, such as commissions andconsulting or advisory services rendered........................................37

13.15. In relation to the last three fiscal years, indicate the amountsrecognized in the income of indirect and direct controllingshareholders, companies under common control and subsidiaries ofthe issuer, such as, compensation of the members of the board ofdirectors, statutory board of executive officers or fiscal council,

grouped by body, specifying why these amounts were assigned tothese individuals.............................................................................38

10. Comments of the Board of Executive Officers:.............................45

10.1. Executive Officers shall comment on :...................................45

12.6. In relation to each manager and members of the issuersFiscal Council, indicate the following in a table:..............................92

12.7. Provide information mentioned in 12.6 for members ofstatutory committees, as well as audit, risk, finance andcompensation committees, even if said committees or structuresare not statutory :...........................................................................93

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12.8. For each manager and fiscal council member, please provide:........................................................................................................93

12.9. Inform the existence of marital or stable relationship, orkinship up to second degree between:............................................97

12.10. To inform about the hierarchical structures, servicesrendered or control relationship, over the last 3 fiscal years,between issuers managers and:.....................................................98

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LIGHT S.A.

Management Proposal

Dear Sirs,

The Management of Light S.A. (Company) hereby submits to the consideration of its

shareholders participating at the Annual Shareholders Meeting to be held on April 26,

2012, at 2:00 p.m., at the Companys headquarters located at Av. Marechal Floriano,

168, Parte, 2 andar, Corredor A, Centro, in the city and state of Rio de Janeiro, the

following proposals of the agenda:

1) To acknowledge the Managements accounts and analyze, discuss and vote on the

financial statements for the fiscal year ended December 31, 2012 (according to the

document available in the IPE system Category: Standardized Financial Statements -

DFP);

2) To resolve on the allocation of net income for the fiscal year ended December 31,

2012 (according to the document available in the IPE system Category: Meeting,

Type: Management Proposal, and Agenda: Allocation of Income);

3) To establish the Managements overall annual compensation (according to thedocument available in the IPE system Category: Meeting, Type: Management

Proposal, and Agenda: Compensation of the Management and Board of Directors);

4) To install and elect the members of the Fiscal Council (according to the document

available in the IPE system Category: Meeting, Type: Management Proposal, and

Agenda: Election of Members of the Board of Directors and Fiscal Council); and

5) To establish the overall annual compensation of the members of the Fiscal Council

(according to the document available in the IPE system Category: Meeting, Type:Management Proposal, and Agenda: Compensation of the Management and Board of

Directors).

Rio de Janeiro, March 26, 2013

Management

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I Allocation of Income (Rule 481 (EXHIBIT 9-1-II)

Net Income Allocation

1. Inform the net income for the fiscal year

Net income for fiscal year 2012 was four hundred twenty-three

million, nine hundred twenty-three thousand, four hundred fifty-eightreais and forty-three centavos (R$423,923,458.43).

2. Inform the overall amount and amount per share of dividends, includingprepaid dividends and interest on equity that have already been

declared.

The amount declared in advance was two hundred fifty-six million, fivehundred forty-nine thousand, forty-seven reais and forty-eightcentavos (R$256,549,047.48), of which one hundred sixty-nine million,eight hundred seventy-seven thousand, seventy-one reais and ninety-eight centavos (R$169,877,071.98) as dividends, and eighty-sixmillion, six hundred seventy-one thousand, nine hundred seventy-fivereais and fifty centavos (R$86,671,975.50) as interest on equity. The

total amount per share of dividends and interest on equity is R$1.258.

3. Inform the percentage of net income for the fiscal year distributed

The Management proposes to distribute the equivalent to 60.5% of thenet income for fiscal year 2012.

4. Inform the overall amount and amount of dividends per sharedistributed based on the net income for previous fiscal years

The Management proposes to distribute ninety-one million, sevenhundred seventy thousand, three hundred and twenty-seven reais(R$91,770,327.00) based on the profit retention reserve recorded onthe balance sheet as of December 31, 2012. The amount per share ofdividends is forty-five centavos (R$0.45).

5. Inform, net of prepaid dividends and interest on equity alreadydeclared:

a. The gross amount of dividends and interest on equity separatelyfor each type and class of share

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The gross amount of dividends proposed, in addition to thosealready declared, is ninety-one million, seven hundred seventythousand, three hundred and twenty-seven reais

(R$91,770,327.00), equivalent to R$0.45 per common share (LightS/A ON).

b. The form and period for the payment of dividends and intereston equity

The form and period for the payment of dividends will be definedat the Annual Shareholders Meeting.

c. Any restatement and interest applied to the dividends andinterest on equity

There will be no restatement or interest applied to the dividends.

d. The declaration date of payment of dividends and interest onequity used to identify shareholders who will be entitled to suchpayments

To be defined at the Annual Shareholders Meeting.

6. If dividends or interest on equity have been declared based on netincome recorded in the semiannual balance sheet or balance sheetsfor shorter periods:

a. Inform the amount of dividends and interest on equity alreadydeclared

Prepaid dividends totaled one hundred sixty-nine million, eighthundred seventy-seven thousand, seventy-one reais and ninety-eightcentavos (R$169,877,071.98) and interest on equity already declaredamounted to eighty-six million, six hundred seventy-one thousand,nine hundred seventy-five reais and fifty centavos (R$86,671,975.50).

b. Inform the date of the respective payments

The prepaid dividends were paid on December 27, 2012, andthe interest on equity will be paid by April 30, 2013.

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7. Provide a comparative table with the following amounts per share ofeach type and class:

a. Net income for the fiscal year and for the three (3) previous

fiscal years

b. Dividends and interest on equity distributed in the last three (3)previous fiscal years

2010 2011 2012*

Net income for the fiscal year 575,150 310,647 423,923Dividends distributed/proposed 350,979 208,361 261,647Interest on equity distributed - 86,754 86,672Number of common shares 203,934,060 203,934,060 203,934,060Net income per share 2.82 1.52 2.08Dividends per share 1.72 1.02 1.28Interest on equity per share - 0.43 0.43*Management Proposal subject to resolution at the Annual ShareholdersMeeting

8. If net income was allocated to the legal reserve

a. Identify the amount allocated to the legal reserve

To this reserve, it is allocated 5% of the net income for the fiscalyear up to the limit of twenty percent (20%) of the capital stock andafter absorption of accumulated losses, pursuant to Article 193 ofLaw 6,404, i.e. eighteen million, seven hundred eighteen thousand,eight hundred eighty-two reais and ninety-two centavos(R$18,718,882.92).

b. Detail the method used to calculate the legal reserve

5% of the net income for the fiscal year after absorption ofaccumulated losses.

9. If the company has preferred shares with the right to fixed or minimumdividends

The company does not have preferred shares.

a. Describe the calculation method for the fixed or minimumdividends

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b. Inform if the net income in the fiscal year is sufficient for the fullpayment of fixed or minimum dividends

c. Identify if any portion not paid is cumulative

d. Identify the overall amount of fixed or minimum dividends to bepaid for each class of preferred shares

e. Identify the fixed or minimum dividends to be paid per preferredshare for each class

10.In relation to the minimum mandatory dividends

a. Describe the calculation method set forth in the bylaws

In compliance with Article 202 of Law 6,404 and Article 25 of theBylaws, each fiscal year shareholders will be entitled to minimummandatory dividends of twenty-five percent (25%) of theCompanys net income.

b. Inform whether they have been fully paid

The minimum mandatory dividends have been fully paid.

c. Inform any amount withheld

There was no withheld amount.

11.If any of the minimum mandatory dividend was withheld due to theCompanys financial situation

Not applicable

a. Inform the amount withheld

b. Describe in detail the companys financial situation, including theaspects related to liquidity analysis, working capital and positivecash flows

c. Justify the withholding of dividends

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12.If a portion of net income was allocated to the contingency reserve

Not applicable

a. Identify the amount allocated to the reserve

b. Identify any losses deemed probable and their causes

c. Explain why the loss was deemed probable

d. Justify the constitution of the reserve

13.If a portion of net income was allocated to the unearned income

reserve

Not applicable

a. Inform the amount allocated to the unearned income reserve

b. Inform the nature of the unearned income that originated thereserve

14.If a portion of net income was allocated to the statutory reserves

Not applicable

a. Describe the clauses of the bylaws that established the reserve

b. Identify the amount allocated to the reserve

c. Describe how the amount was calculated

15.If the withholding of profit was provided for in the capital budget

a. Identify the amount withheld

Not applicable

b. Provide copy of the capital budget

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16.If a portion of net income was allocated to the fiscal incentive reserve

Not applicable

a. Inform the amount allocated to the reserve

b. Explain the nature of the allocation

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II Compensation of the Management and Board of Directors(Rule 481 - Art.12)

Proposal for Compensation of the Management and Fiscal Council

Compensation of the Management and Fiscal Council

For fiscal year 2013, the Company submitted, at the Board of Directors Meeting held on

March 25, 2013, the proposal for overall annual compensation of the Management of the

Company, Light S.E.S.A. and of Light Energia S.A. totaling seventeen million, two hundred fifty-

two thousand, and six hundred fifty-three reais (R$17,252,653.00), and for individual

compensation of the members of the Fiscal Council, when serving as a sitting member, in the

amount of seven thousand, five hundred and thirty-eight reais (R$7,538.00), and when serving

as an alternate member, in the amount of three thousand, seven hundred and sixty-nine reais

(R$3,769.00), both of them on a monthly basis.

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Item 13 Reference Form Compensation of the Management and Fiscal Council

13.1 - Describe the policy or practice of compensation of the board of directors,statutory and non-statutory board of executive officers, fiscal council,

statutory committees, and audit, risk, financial and compensationcommittees, addressing the following aspects1

a. Objectives of the compensation policy and practice

Based on market research, the Companys compensation policy complies with the

best corporate governance practices and aims to attract and retain qualified and

competent professionals.

The Companys strategy is to maintain a transparent and sustainable policy

geared toward a results-oriented culture. In this context, the variable compensation playsan important role, since shareholders share success and value generation with the

executive officers, creating a long-term vision and sustainability, in addition to aligning all

their interests.

The Human Resources Committee, within the Companys organizational structure,

is responsible for addressing matters related to the compensation of the statutory

management. This Committee is instated on a permanent basis and aims to review and

propose to the Board of Directors policies and guidelines of compensation of the

Company's statutory executive officers, as well as of the members of the Board of

Directors and Fiscal Council, based on the performance targets established by the Board

of Directors.

The Board of Directors examines the Human Resources Committees proposals and

approves the fixed and variable compensation amounts, respecting the limits established

at the Annual Shareholders Meeting.

b. breakdown of the compensation, indicating:

i. description of the compensation components and the objectives of each

one of them:

The Company adopts a compensation model composed of monthly fixed compensation

and variable compensation, depending on the result of individual and corporate

performance indicators, in addition to benefits.

1 The information on the compensation policy must cover audit, risk, financial and compensation committees, as wellas related organizational structures, even if such committees or structures are not statutory, as long as these

committees or structures participate in the decision-making process of the management bodies or of management of

the issuer as consultant or controller.

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1 Board of Directors

The members of the Board of Directors are entitled only to fixed compensation. All

members receive the same compensation based on the position they hold: sitting

member or alternate.

2 Board of Executive Officers

The members of the Board of Executive Officers are entitled to fixed and variable

compensation.

The amounts paid as fixed compensation are based on the markets average,

including a more substantial portion in the variable compensation, based on individual

performance, as well as the Companys global indicators, which allows the risks andresults to be shared, aligning the interests of the Company with those of the executive

officers.

It is worth noting that the Company has a Human Resources Committee that

examines the compensation strategy to be adopted, as well as its beneficiaries, which is

subsequently submitted to the Board of Directors for approval.

3 Fiscal CouncilThe compensation of the Fiscal Council is fixed at the shareholders meeting in

which the members are elected and may not be inferior to 10% of the average

compensation assigned to each executive officer, excluding benefits, procuration fees.

The members of this group are entitled only to fixed compensation, in addition to legal

reimbursements for transportation and lodging expenses necessary for the performance

of their duties.

4 Committees

All members of the Committees are administrators and do not receive any extra

compensation for participating in these committees.

ii. share of each compensation component in the total compensation

In the case of the Board of Directors and Fiscal Council, the fixed compensation

represents 100% of their total compensation.

In the case of the Board of Executive Officers, in 2012 the fixed portion

represented 64% of the total compensation, the variable portion represented 29%, and

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the portion other represented 7%. The percentages may vary according to the results

achieved and the respective attaining of the targets established in each year.

iii. calculation and adjustment method of each compensation component

The fixed and variable portions of the Executive Officers compensation are based

on the markets development, through surveys conducted by specialized consulting

firms, so that competitiveness may be measured and the need to perform any

adjustments may be verified. The fixed compensation is established considering same-

size companies, as well as the duties, complexity and knowledge level required for the

position. The variable compensation depends on the achievement of targets for financial

and operating results that are common for all members of the Board of ExecutiveOfficers.

The compensation of the Board of Directors and Fiscal Council is adjusted

according to the inflation on an annual basis.

iv. reasons justifying the compensations breakdown

The Company has a compensation policy that concentrates a substantial portion

in the variable compensation, in line with its strategy of sharing success and valuegeneration with the executive officers, in addition to fostering a long-term vision and

sustainability.

c. main performance indicators that are taken into consideration when

determining each compensation component:

To determine the compensation, the Companys global indicators are taken into

consideration, which are approved by the Board of Directors and include the targets set

for the year (such as EBITDA, net income, dividends, quality of services rendered,

occupational safety, losses, collection, and other indicators).

d. how the compensation is structured to reflect the evolution of the performance

indicators

The variable compensation is directly connected with the Companys global

performance and the achievement of the targets established for the period under

consideration.

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e. how the compensation policy or practice aligns itself with the Companys

interests in the short, medium and long terms

The Companys compensation policy chiefly aims to align the interests of the

members of the Management with the interests of the Shareholders, assigning a global

compensation and elements that are compatible with the markets best practices in the

segments where the Company operates and with its short-, mid-, and long-term goals, as

well as with its goals of value generation to shareholders, sharing risks and results with

the Companys executive officers.

f. existence of a compensation supported by subsidiaries, controlled companies

or direct or indirect controlling shareholders

The subsidiaries Light SESA and Light Energia partially support the compensation

of the Companys Management. There is no other compensation or benefit supported by

direct or indirect controlling shareholders.

g. existence of any compensation or benefit connected with the occurrence of a

certain corporate event, such as the sale of share control of the issuer

There is no compensation or benefit connected with the occurrence of a certaincorporate event, such as the sale of share control of the Company.

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13.2 Total compensation per body2:

2013 Board ofDirectors

Statutory

Board ofExecutiveOfficers

FiscalCouncil

Total

No. of members 21.25 8.25 10 40.00

Fixed annualcompensation (R$)

2,295,455 8,980,680 805,205 12,001,198

Salaries/ officerscompensation

1,846,094

5,549,188

671,005

8,066,286

Direct and fringebenefits - 813,352 - 813,352

Participation inCommittees

-

Others369,219 2,618,14

0134,20

13,121,55

9

Variablecompensation

-5,171,31

2

5,251,45

5

Bonus -5,171,31

2-

5,171,312

Profit Sharing - - -

Attendance atMeetings

- - - -

Commissions - - - -

Others 80,143 - 80,143

Post-employmentbenefits

- - - -

Benefits due to thetermination of theposition held

- -

Share-basedpayment

- -

Total compensation2,295,4

55

14,151,9

92

805,2

06

17,252,6

53

2 The information on the compensation policy must include the audit, risk, financial and compensation committees, as

well as similar organizational structures, even if these committees or structures are non-statutory, as long as theyparticipate in the decision-making process of the issuers administration or management bodies as advisors or

inspectors.

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2012 Board ofDirectors

Statutory


FiscalCounci

lTotal

No. of members 21.25 8.33 10 39.58

Fixed annualcompensation(R$)

1,514,123 8,849,995665,3

08

11,393,2

60


1,261,769

5,298,894554,42

47,143,36

8

Direct and fringebenefits - 730,687 - 1,018,130


-

Others252,354 2,820,414 110,88

53,231,76

2

Variablecompensation

- 3,975,5283,975,52

8

Bonus - 3.975.528 -3.975.52

8


Attendance atMeetings

- - - -

Commissions - - - -

Others (ILP) - - - -


- - - -

Benefits due tothe termination ofthe position held

- 975,890 - 975,890

Share-basedpayment

- - - -

Totalcompensation

1,514,12

3

13,801,41

3

665,3

08

15,980,8

44

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2011Board ofDirectors

StatutoryBoard ofExecutive

Officers

FiscalCounci

lTotal

No. of members 20.33 7.75 10 38.1


1,076,323 5,231,339 520,541 6,828,203


1,076,323 4,474,651 520,541 6,071,515

Direct and fringebenefits

- 756,688 - 756,688


-

Others -Variablecompensation

- 7,297,920 - 7,297,920

Bonus - 1,802,591 - 1,802,591

Profit Sharing - - - -

Attendance at

Meetings - - - -Commissions - - - -

Others (ILP) - 5,495,329 - 5,495,329


- - - -

Benefits due tothe termination ofthe position held

- - - -

Share-basedpayment - - - -

Totalcompensation

1,076,323 12,529,259 520,541 14,126,123

2010 Board of Directors


FiscalCouncil

Total

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Officers

No. of

members

22.00 7.17 5.00 34.17


1,089,819 5,747,259 369,120 7,145,763

Salaries/officerscompensation

1,089,819 4,218,507 369,120 5,677,446

Direct andfringe benefits

1,468,317 1,468,317

Participation

in Committees -

Others -Variablecompensation

- 6,073,715 - 6,073,715

Bonus - 5,883,868 - 5,883,868


Attendanceat Meetings

- - -

Commissions - - - -

Others (ILP) -189,847

-189,847


- - - -

Benefits dueto thetermination ofthe position

held

-2,183,430

-2,183,430

Share-basedpayment

- - - -

Totalcompensation

1,089,819 13,943,969 369,120 15,402,908

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13.3 Variable Compensation:

Variable compensation estimated for the current fiscal year

2013

Board ofDirectors

StatutoryBoard of

ExecutiveOfficers

FiscalCouncil

Total

Number ofmembers

8.33 - 8.33

BonusMinimum amount

estimated in thecompensation plan - zero - zeroMaximum amount

estimated in thecompensation plan

-12.58

salaries-

12.58salaries

Amount estimatedin the compensationplan, in case thetargets are achieved

-Average of

8.98salaries

-Average

of 8.98salaries

Amounteffectivelyrecognized in theincome for the fiscalyear

- - - -

Profit sharing -

Minimum amountestimated in thecompensation plan

- - - -

Maximum amountestimated in the

compensation plan

- - - -

Amount estimatedin the compensationplan, in case thetargets are achieved

- - - -

Amounteffectivelyrecognized in theincome for the fiscalyear

- - - -

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Variable Compensation fiscal year ended on 12/31/2012

Board ofDirectors

Statutory


FiscalCouncil

Total

Number ofmembers

- 8.33 - 8.33

Bonus 3,975,528Minimum amount


- zero - zero

Maximum

amount estimatedin thecompensation plan

- 13.55salaries - 13.55salaries

Amountestimated in thecompensation plan,in case the targetsare achieved

-Average of

9.68salaries

-Average

of 9.68salaries

Amounteffectivelyrecognized in the

income for thefiscal year

- 3,975,528 - -

Profit sharing -


- - - -

Maximumamount estimatedin thecompensation plan

- - - -


- - - -

Amounteffectivelyrecognized in theincome for thefiscal year

- - - -

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Board ofDirectors

Statutory


FiscalCouncil Total

Number ofmembers

- 7.75 - 7.75

Bonus 1,802,591 - 1,802,591Minimum amount


- zero zero

Maximumamount estimated

in thecompensation plan

-10.25

salaries

10.25

salaries


-Average of

7.32salaries

Averageof 7.32salaries


- 1,802,591 - 1,802,591

Profit sharing


- - - -

Maximumamount estimatedin thecompensation plan

- - - -


- - - -


- - - -

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Board of

Directors

StatutoryBoard of

ExecutiveOfficers

Fiscal

CouncilTotal

Number ofmembers

22 7.17 5 34.17

Bonus - 5,883,868 - 5,883,868Minimum

amount estimatedin thecompensation plan

- - - -



-

140% of

12.92salaries -

140% of

12.92salaries

Amountestimated in thecompensationplan, in case thetargets areachieved

-Average of

10.60salaries

-Average of

10.60salaries

Amounteffectively

recognized in theincome for thefiscal year

- 5,883,868 - 6,073,715

Profit sharing -

Minimumamount estimatedin thecompensation plan

- - - -



- - - -

Amountestimated in thecompensationplan, in case thetargets areachieved

- - - -

Amounteffectivelyrecognized in the

income for thefiscal year

- - - -

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13.4 Concerning the share-based compensation plan of the board of directorsand statutory board of executive officers in effect in the last fiscal year andestimated for the current fiscal year, describe:

In the last fiscal year, there was no share-based compensation plan nor it is

forecast for the current fiscal year. The share-based compensation plan was in effect

until January 26, when the last granted options were exercised. The share-based

compensation plan is not forecast for the current fiscal year.

a. general terms and conditions:

At the Special Shareholders Meeting, held on March 3, 2008, the shareholders

approved the Long-Term Incentive Plan of the Company, in the Modality of Stock

Options, and the Long-Term Incentive Plan of the Company in the Modality of Phantom

Stock Options, as per deliberation proposal previously approved by the Companys

Board of Directors at the meeting held on February 13, 2008.

The eligible beneficiaries of the Stock Option Modality were the Companysexecutive officers, provided that they had not been nominated by the Board of Directors

to participate in the Long-Term Incentive Plan in the modality of Phantom Stock Options.

Options granted totaled 6,917,733, equivalent to 3.4% of total shares issued by the

Company, and the strike price to be paid by the holders is R$21.49 per Option, less

eventual amounts paid per share to shareholders as dividends, interest on equity or

capital reduction. These options may be fully exercised, in a sole opportunity, between

August 10, 2010 and August 10, 2011.In the event the employment contract or term of office of the Beneficiaries of the

Options is terminated by initiative of the Board of Directors, before the end of the grace

period, the Beneficiary may exercise up to five (5) business days after being withdrawn

from the Company:

fifty percent (50%) of the Options granted to the Beneficiary, in case the

withdrawal took place between 12 and 24 months as of August 10, 2006;

seventy percent (70%) of the Options granted to the Beneficiary, in case

the withdrawal took place between 24 and 36 months as of August 10, 2006;

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ninety-five percent (95%) of the Options granted to the Beneficiary, in case

the withdrawal took place between 36 and 48 months as of August 10, 2006.

Considering that the executives were eligible to 95% of the total options granted

(6,917,733 shares), equivalent to 6,571,846 shares, the other Options were

automatically cancelled.

b . main goals of the plan:

The purpose of this Stock Option Plan (Plan) was to grant stock options issued

by Light S.A. (Light or Company) to eligible statutory executive officers, with the

following goals (i) To retain executives; (ii) To align the interests of executives with the

goals and interests of shareholders; (iii) To share the success and value generation withthe executives; and (iv) To create a long-term and sustainability vision.

c. how the plan contributes to these goals:

The Plan contributed to the goals in the sense that the value generation to

shareholders reflects on the appreciation of the Company shares. Therefore, the

increase in the market value of the Company shares generated an increase in the

executives gains, since the value of share purchase is fixed and, yet, deductible fromdividends paid. In addition, the longer the executive remained working for the Company,

the higher the appropriated percentage of this appreciation.

d. how the plan is included in the issuers compensation policy:

The plan was included in the Companys compensation policy to the extent that its

main objective was also to align the interests of the members of the Management with

the interests of the Shareholders, assigning a global compensation that is compatible

with its short-, mid-, and long-term objectives, as well as with its objectives of value

generation to shareholders, sharing risks and results with the Companys executive

officers.

e. how the plan aligns the Managements interests and of the issuer in the short,

mid, and long-term:

The gains of the Management were directly proportional to a successful value

generation and their length of service at the Company.

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f. maximum number of shares:

The Long-Term Incentive Plan in the Stock Options modality was limited to the

grant of call options for 6,917,733 shares, which represented, on the date of approval of

the plan, i.e., March 3, 2008, 3.4% of total shares of Light S.A. Each option entitled its

holder to acquire one (1) common share issued by Light, strictly on the terms and

conditions set forth in this plan.

g. maximum number of options to be granted:

The Long-Term Incentive Plan in the Stock Options modality was limited to the

grant of call options for 6,917,733 shares, which represented, on the date of approval of

the plan, 3.4% of total shares of Light S.A.

h. conditions for share acquisition:

The strike price was R$21.49 per common share call option, less eventual

amounts paid per share to shareholders as dividends, interest on equity or capital

reduction between the date of approval of the plan and the exercise of the option, which

led to an exercise price of R$15.86 on the option exercise date.

i . criteria to establish the purchase or strike price:

The criteria to establish the purchase price was a 20% discount on the average

quote of the Company shares verified within 60 days before the Board of Directors

meeting that decided to submit the Stock Option Plan to the Special Shareholders

Meeting for approval.

j. criteria to establish the term of exercise:

The options would be fully exercisable, in a sole opportunity, between August 10,

2010 and August 10, 2011, except in case of secondary sale of shares issued by the

Company by its current controlling shareholders, in which event the beneficiaries would

be able to exercise their stock option before August 2010.

k. form of payment:

The payment could be made in cash upon acquisition, except for the cases in

which the Beneficiary notifies the Company about its option for immediately partially or

fully selling all its shares on the stock exchange. In this case, the payment related to the

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amount to be immediately sold could be made through the issue, by the Beneficiary, of a

pro-soluto promissory note maturing on the first business day after the financial

settlement of the sale transaction.

l. restrictions on the transfer of shares:

The number of shares to be transferred could not be higher than 30% of the

average of shares traded in the last 5 sessions.

m. criteria and events that, when verified, will cause the suspension, alteration or

cancellation of the plan:

In the event of (i) deregistering as a publicly-held company, (ii) the Companysdelisting from the Novo Mercado listing segment; or (iii) corporate restructuring, in which

the Company resulting from this operation was not admitted to Novo Mercado, the

options would be released to be totally or partially exercised by the Beneficiaries. The

Board of Directors was to establish special rules that would allow the shares purpose of

the Options to be sold in the tender offer to be carried out in compliance with Bovespas

Novo Mercado Listing Rules and the Bylaws in effect.

In the event shareholders of RME at the time no longer held, whether directly orindirectly, at least 50% of the controlling group of the Company, the grace period for the

exercise of the stock options would be anticipated, maintaining, in relation to the year in

which the transfer of control was verified, the same percentages corresponding to the

year of the executives withdrawal from the Company, as long as he resigned his position

as an officer of Light.

In case the Company were involved in: (i) merger, incorporation resulting from the

liquidation of Light S.A., spin-off with transfer of all or substantially all operating assets of

Light S.A. to another Company; or (ii) sale of all or substantially all operating assets of

Light S.A.; or (iii) another form of corporate restructuring that generated a similar effect,

the Board of Directors should adjust, by common agreement with the Beneficiaries

included in previous Programs and in an equitable manner, the Plan and the other terms

and conditions of the options to the changes made in the shares of Light, so as to

preserve the financial and economic breakeven of the rights granted to the holders of the

Options.

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n. effects of the withdrawal of the issuers manager over his rights established in

the share-based compensation plan:

In case the employment contract or term of office of the Beneficiaries of the

Options were terminated by initiative of the Board of Directors, before the end of the

grace period, the Beneficiary could exercise within five (5) business days after his

withdrawal

* 50% of the options granted to the Beneficiary, if the withdrawal took place

between 12 and 24 months as of August 10, 2006;

* 70% of the options granted to the Beneficiary, if the withdrawal took place

between 24 and 36 months as of August 10, 2006;

* 95% of the options granted to the Beneficiary, if the withdrawal took placebetween 36 and 48 months as of August 10, 2006;

The early exercise of the options would not apply to the events of employment

contract and/or the term of office termination with cause (as this term is defined by

prevailing labor laws), neither of noncompliance with Lights Bylaws and/or other

corporate provisions provided for in Law 6,404/76.

In case the Beneficiary had his employee contract and/or term of office terminated

with Light due to retirement, permanent disability or decease, during the effectiveness ofthe Plan, the grace period would be anticipated and all the options would be

automatically exercised.

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13.5.Inform the number of shares or quotas directly or indirectly held in Brazil orabroad, and other securities convertible into shares or quotas, issued by the

issuer, its direct and indirect controlling shareholders, subsidiaries orcompanies under common control, by members of the board of directors,statutory board of executive officers or fiscal council, grouped by body, onthe closing date of the last fiscal year3:

Light S.A.

12/31/2012

Common Shares Total shares

Board ofDirectors

1,010 0% 1,010 0%

Fiscal Council 0 0% 0 0%


0 0% 0 0%

Total Shares 203,934,060 100% 203,934,060 100%

Light SESA (subsidiary)

12/31/2012


Board ofDirectors

8 0% 8 0%


0 0% 0 0%

Total Shares 203,934,060,011 100% 203,934,060,011 100%

Light Energia S.A. (subsidiary)

12/31/2012


Board ofDirectors

0 0% 0 0%

Board ofExecutive

Officers

0 0% 0 0%

Total Shares 77,421,581 100% 77,421,581 100%

13.6. Concerning the share-based compensation of the board of directors andstatutory board of executive officers recognized in the income for the last threefiscal years and the one estimated for the current fiscal year, prepare a table withthe following content4:

2013: There is no share-based compensation forecast for the current fiscal year.

2012: None.3 To avoid duplicity, when a person is a member of the board of directors and of the board of executive officers, the

securities held by him or her shall be disclosed exclusively in the amount of securities held by the members of theboard of directors.

4 To avoid duplicity, the amounts calculated as compensation of the members of the board of directors shall be

deducted from the compensation of executive officers who compose said body.

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2011: None.

Share-based compensation for the fiscal year ended 12/31/2010

Board of DirectorsStatutory Board of Executive

Officers

Number of members 0 2

Stock option grant

Grant date 3/14/2008

Number of optionsgranted

6,917,733*

Term for options to

become exercisable August 10, 2010Maximum term for theexercise of the options

August 10, 2011

Term of restriction onthe transfer of theshares

-

Weighted averagestrike price:

-

(a) Of the optionsoutstanding in thebeginning of the fiscalyear

(b) Of the options lostduring the fiscal year

-

(c) Of the optionsexercised during thefiscal year (R$)

15.86**

(d) Of the optionsexpired during the fiscalyear

Null

Fair value of the

options on the grantdate

The fair value on grant date isR$11.28

Potential dilution incase all grantedoptions are exercised

Null

* Out of the total options granted (6,917,733 shares) the executives were eligible to95%, corresponding to 6,571,846 shares.** A total of 1,725,346 shares were exercised until January 26, 2010.

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13.7 - Concerning the outstanding options of the board of directors and statutory

board of executive officers at the end of the last fiscal year, prepare a tablewith the following content5:

There are no outstanding options.

13.8. Concerning the options exercised and shares granted as share-basedcompensation for the board of directors and the statutory board of executiveofficers during the last 3 fiscal years, prepare a table with the followingcontent:

2011: None.

2008: None.

5 To avoid duplicity, the amounts calculated as compensation of the members of the board of directors shall be

deducted from the compensation of executive officers who compose said body.

Options exercised fiscal year ended 12/31/2010 Board of

Directors

StatutoryBoard of

ExecutiveOfficers

Number of members 0 2Exercised options

Number of shares 1,725,346

Weighted average strike price 16Difference between the strike price and the market

value of the shares related to the exercised options(R$)

15,107,300

Shares delivered

Number of shares delivered 1,725,346

Weighted average purchase price (R$) 16Difference between the purchase price and themarket value of the purchased shares (R$)

15,107,300

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13.9 - Brief description of the information necessary to understand the data

disclosed in items 13.6 to 13.8, such as the explanation of the pricing method of

shares and options, indicating at least:

a . pricing model

Black & Scholes Model

b. data and assumptions used in the pricing model, including the share weighted

average price, strike price, expected volatility, life term of the option, expected

dividends and risk-free interest rates

Calculation assumptions used in the model:- Share weighted average price: Not applicable.- Strike price: R$21.49- Expected volatility: 44%- Life term of the option: 890 days- Expected dividends Not applicable.- Risk-free interest rates: 8%

c. the method used and the assumptions made to incorporate the expected effects

of early exercise

The best estimate of the Company at that time was that there would not be early

exercise, therefore this assumption was not considered in the pricing model used.

d . how the expected volatility is determined

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The historical volatility was used based on share return. The last 247

observations, as of the grant date, were considered.

e. if any other features of the option was incorporated when measuring its fair

value

Not applicable.

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13.10 - Provide the following information on pension plans in effect for membersof the Board of Directors and Statutory Board of Executive Officers, prepare atable with the following contents:

Board ofDirectors

Statutory Board ofExecutive Officers

Number of members 08 (5 are participants of

Braslight, 1 in Plan C and 4in Plan D)

Name of the plan Plan C and Plan DNumber of managers who haveconditions to retire

0

Conditions for early retirement inPlan C

To be at least 45 years oldand have at least 36 monthsof credited service (period of

continuous service at thesponsor).

Conditions for early retirement inPlan D

To be at least 50 years oldand registered in the Plan

or have a work contract withthe sponsor for at least 3

years in effectAdjusted amount of thecontributions accumulated up tothe end of the last fiscal year,deducting the amount related tocontributions directly made by

the members of the management

R$1,912,460.70,consideringonly the contributions

related to the period from2007 to 2012)(*)

Total accumulated amount of thecontributions made during thelast fiscal year, deducting theamount related to contributionsdirectly made by the members ofthe management

R$ 261,595.85(*)

Possibility of early redemptionand conditions

Redemption is alwayspossible. Its value

corresponds to: [100% ofthe balance of the

participants individualaccount (resulting from thecontributions made by theparticipant)]+[a percentageof the individual account ofthe sponsor (resulting fromthe contributions made bythe sponsor) available by50% plus 0.5% for eachmonth of binding to the

Plan, limited to 80%]+[100%of resources from publicly-

held entities].

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(*) Amount calculated based on the value of quota of Plan C and D on 12/31/2012.

13.11 For the last 3 fiscal years, concerning the board of directors, the statutoryexecutive board and the fiscal council, provide the following information in a

table:

6

:

2010Statutory Board ofExecutive Officers

Board ofDirectors

Fiscal Council

b number of members 7.17 22 5c value of the highestindividual compensation(R$)

1,690,341 94,500 73,824

d value of the lowestindividual compensation(R$)

629,742 47,250 73,824

e value of averageindividual compensation(R$)

1,944,766 70,875 73,824

6 To verify the amounts to be inserted in this item, use the criteria established in item 13.2.

2011Statutory Board

of ExecutiveOfficers

Board ofDirectors

Fiscal Council

b number of members 7.75 20.33 10c value of the highest

individual compensation(R$) 2,815,549 98,519 77,280


908,181 49,259 26,644


1,616,678 52,943 52,054

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13.12. Description of contractual arrangements, insurance policies or otherinstruments that structure compensation or indemnification mechanisms formembers of management in case of termination of employment or retirement,indicating the financial consequences to the issuer.

None.

13.13. In relation to the last 3 fiscal years, indicate the percentage of totalcompensation of each body recognized in the issuers result corresponding

to members of the board of directors, statutory board of executive officers orfiscal council that are related parties to the controlling shareholders, direct orindirectly, as defined by the accounting principles about this subject.

None.

13.14. With regard to the last three fiscal years, indicate the amounts recognized inthe issuers result as compensation of members of the board of directors,statutory board of executive officers or fiscal council, grouped by body, forany reason other than the performance of their position's duties, such ascommissions and consulting or advisory services rendered.

None.

2012Statutory Board

of ExecutiveOfficers

Board ofDirectors

Fiscal Council

b number of members 8.33 21.25 10c value of the highestindividual compensation(R$)

2,303,482104,255

83,003


825,776

52,128 41,497


1,318,489 59,377 55,442

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13.15. In relation to the last three fiscal years, indicate the amounts recognized inthe income of indirect and direct controlling shareholders, companies undercommon control and subsidiaries of the issuer, such as, compensation of themembers of the board of directors, statutory board of executive officers or

fiscal council, grouped by body, specifying why these amounts wereassigned to these individuals.

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LIGHT SESA:



Officers

FiscalCouncil

Total

Number of members 17.67 8.25 - 25.92Annual Fixed Compensation

(R$)1,193,817 7,388,223 - 8,582,040

Salary/officers compensation 994,848 4,432,848 - 5,427,696

Direct and fringe benefits - 620,043 - 620,043

Participation in committees - - - -

Other 198,970 2,335,332 2,575,107

Variable Compensation - 3,271,508 - 3,271,508

Bonus - 3,271,508 - 3,271,508

Profit Sharing - - - -

Attendance at meetings - - - -

Commissions - - - -

Other (ILP) - - - -

Post-employment benefits - 780,712 - 780,712

Benefits due to the terminationof the position held

- - - -

Share-based compensation - - - -

Overall Total 1,193,817 11,440,443 - 12,634,260

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StatutoryBoard ofExecutiveOfficers

FiscalCouncil

Total

Number of members 16.85 7.75 - 24.33

Annual Fixed Compensation (R$) 873,361 4,350,908 - 5,224,268


Direct and fringe benefits - 664,126 - 664,126

Participation in committees - - - -Other - - - -

Variable Compensation - 6,114,041 - 6,114,041Bonus - 1,490,339 - 1,490,339Profit Sharing - - - -Attendance at meetings - - - -Commissions - - - -Other (ILP) - 4,623,712 - 4,623,712

Post-employment benefits - - - -

Benefits due to the termination ofthe position held

- - - -


Overall Total 873,361 10,464,948 -11,338,309

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2010

Board of

Directors

StatutoryBoard of

ExecutiveOfficers

Fiscal

Council Total

Number of members 18 7.17 - 25.17

Annual Fixed Compensation (R$) 854,663 4,871,903 - 5,726,566


Direct and fringe benefits - 1,422,681 - 1,422,681Participation in committees - - - -Other - - - -

Variable Compensation - 5,221,886 - 5,221,886

Bonus - 5,051,024 - 5,051,024Profit Sharing - - - -Attendance at meetings - - - -

Commissions - - - -Other (ILP) - 170,862 - 170,862


Benefits due to the termination ofthe position held

- 1,853,878 - 1,853,878


Overall Total 854,663 11,947,667 - 12,802,330

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Light Energia:

2011

StatutoryBoard of

ExecutiveOfficers

Board ofDirectors

FiscalCouncil

Total

Number of members 5 5Annual Fixed Compensation (R$) 550,311 550,311

Salary/officers compensation 336,157 336,157Direct and fringe benefits 11,113 11,113Participation in committees -Other 203,040 203,040

Variable Compensation 306,467 306,467

Bonus 306,467 306,467

Profit SharingAttendance at meetings

Commissions

Other (ILP) -Post-employment benefits -

Benefits due to the termination of theposition held

97,589 97,589

Share-based compensation -Overall Total 954,368 954,368

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2011

StatutoryBoard of

ExecutiveOfficers

Board ofDirectors

FiscalCouncil

Total

Number of members 5.79

Annual Fixed Compensation (R$) 353,800Salary/officers compensation 340,404Direct and fringe benefits 13,396Participation in committees -Other -

Variable Compensation 454,087Bonus 131,993Profit Sharing

Attendance at meetings

Commissions

Other (ILP) 322,094Post-employment benefits -

Benefits due to the termination of theposition held -Share-based compensation -

Overall Total 807,887

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III - Comments of the Managementon the Companys Financial SituationPursuant to Item 10 of the Reference Form

2010

StatutoryBoard of

ExecutiveOfficers

Board ofDirectors

FiscalCouncil

Total

Number of members 5 5Annual Fixed Compensation (R$) 363,260 363,260

Salary/officers compensation 347,854 - - 347,854Direct and fringe benefits 15,406 - - 15,406

Participation in committees - - - -Other - - - -

Variable Compensation 346,403 346,403

Bonus 346,403 - - 346,403Profit Sharing - - - -Attendance at meetings - - - -Commissions - - - -Other (ILP) - - - -


Benefits due to the termination of theposition held

111,209 - - 111,209

Share-based compensation - - - -Overall Total 820,872 - - 820,872

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10. Comments of the Board of Executive Officers:

10.1. Executive Officers shall comment on78:

a. general financial and equity conditions

The Companys revenues represent proceeds from the following energy segments: distribution,

generation, trading and services. The distribution segment accounts for 90.5% of consolidated

net revenue, while the generation and trading segments account for 5.7% and 3.8%,

respectively.

On December 31, 2012, the Companys shareholders equity was R$3.0 billion, 4.6%

(R$146.1 million) down on December 31, 2011, chiefly due to the payment of proposed

additional dividends and actuarial losses.

On December 31, 2012, the Companys cash position was R$392.9 million. The Companys

current working capital is sufficient to meet existing requirements and its cash resources,

including loans from third parties; to finance its activities; and cover its need for resources. On

the same date, the Companys net debt totaled R$4,273.1 billion. The net debt to shareholders

equity ratio stood at 1.4 in 2012, versus 1.1 in 2011.

Management believes that the Companys equity and financial conditions is sufficient to

implement its business plan and meet its short and medium-term obligations.

Capital structure and possibility of redemption of shares or interest, indicating:

Below is the fluctuation of the Net Debt / (Net Debt + Shareholders Equity) and

Shareholders Equity / (Net Debt + Shareholders Equity) ratios, where Net Debt = Loans

and Financing + Debentures Cash and Cash Equivalents), calculated as follows:

7 The information included in the annual disclosure of the reference form must refer to the last 3 year-endfinancial statements. When the reference form is disclosed upon request of registration of public securitiesoffering, the information must refer to the last 3 year-end financial statements and the last accountinginformation disclosed by the issuer.

8 Whenever possible, Management must also use this field to comment on the main trends acknowledged,uncertainties, commitments or events that may have a material effect on the financial and equity conditionsof the issuer, especially its results, revenue, profit, and conditions and availability of financing sources.

Capital Structure 2011 2012Net Debt/(Net Debt+Shareholders Equity) 68.4% 58.5%

Shareholders Equity/(Net Debt+ShareholdersEquity)

31.6% 41.5%

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i. Cases of redemption

ii. formula used to calculate the redemption value

There are no possibilities of redeeming shares issued by the Company in

addition to those envisaged by law.

c. ability to pay financial obligations

The Company believes to have liquidity and capital resources sufficient to cover its

indebtedness, cash flows and liquidity position, which can be complemented by resources

borrowed from public and private financial institutions, to cover its investments, expenses, debt

and other amounts to be paid in the coming years. However, it cannot ensure that this situation

will remain the same.

d. sources used to finance working capital and investments in non-current assets:

In addition to partially using its own cash generation, the main source of financing for the

Companys investment projects is the BNDES, which usually offers lower interest rates than the

private market, in addition to terms of payment compatible with the investment projects return

period.

If the investment project is not eligible for BNDES financing, the Company usually raises funds

through the capital market (debentures), multilateral development agencies or other sources from

the banking market.

e. sources of financing for working capital and investments in non-current assets

to be used to cover illiquidity

Currently, the Company has working capital lines worth R$450.0 million that have been

contracted and/or approved by first-tier financial institutions.

f. levels and characteristics of indebtedness, detailing:

i. relevant loan and financing agreements

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On December 31, 2012, the Companys total outstanding consolidated indebtedness was

R$4,618.2 million, of which 13.1% (R$604.2 million) was indexed in foreign currency.

Of the total indebtedness mentioned above, 10.8% (R$496.6million) matures in the short term

and 89.2% (R$4,121.6 million), in the long term.

On December 31, 2012, the Company had swap operations denominated in foreign currency

whose notional value was US$240.2 million and 34.9 million, corresponding to 96.8% of the

debt balance denominated in foreign currency (excluding charges).

In addition to these currency derivatives, in August 2010 the Company contracted forward

interest rate swap operations in the amount of R$150 million from Banco HSBC, whose

maturities were pegged to the amortization flow of the CCBs of Bradesco.

The table below shows the Companys total consolidated outstanding indebtedness for the

following reference periods:

Debts (R$ million) 2010 2011 2012

Short Term 543.1 463.4 496.6

Foreign Currency 13.2 9.9 7.0

Local Currency 529.9 453.5 489.6

Long Term 1,924.20 3,640.10 4,121.5

Foreign Currency 61.3 219.7 597.2

Local Currency 1,862.90 3,420.40 3,524.4

Swap 5.3 4.0 26.3

Overall total 2,472.60 4,107.50 4,644.40

In addition to the indebtedness described above, the Company also has actuarial liabilities with

Braslight (the Companys pension fund plan) which amounted to R$1,054.7 million on December

31, 2012.

Relevant Financing

In 2010, 2011 and 2012, the Company contracted debt facilities, among which:

Bank Credit Certificates (CCBs) to deposit with ABN Amro Real S.A., issued on August

27, 2008, totaling R$80 million. These CCBs matured in August 2010 and was renewed with

Banco Santander (new controlling shareholder of Banco Real) in the same amount and at a

cost of CDI + 1.4% p.a., maturing on September 3, 2014.

Credit Facility Agreement for Light SESAs and Light Energias investment programs for

the two-year period 2009 and 2010, signed with the BNDES on November 30, 2009, under

the FINEM direct finance modality, whose amounts financed, disbursed and the respective

remunerations are detailed below:

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Light SESA:

o FINEM TJLP + 2.58% p.a.: R$205 million maturity on April 15, 2017, of which

R$146 million were disbursed by December 2010 and R$26.5 million by March 31,

2011.o FINEM TJLP + 3.58% p.a.: R$205 million maturity on April 15, 2017, of which

R$146 million were disbursed by December 2010 and R$23.4 million by March 31,

2011.

o FINEM PSI 4.5% p.a.: R$101 million maturity on September 15, 2019, of which

R$101 million were disbursed by December 2010.

Light Energia:

o FINEM TJLP + 2.58% p.a.: R$7.4 million maturity on April 15, 2017, of which R$7

million were disbursed by December 2010.

o FINEM TJLP + 3.58% p.a.: R$7.4 million maturity on April 15, 2017, of which R$7

million were disbursed by December 2010.

o FINEM PSI 4.5% p.a.: R$16 million maturity on September 15, 2019, of which R$5

million were disbursed by December 2010 and R$1.6 million by March 2011.

Credit Facility Agreements for Light SESAs and Light Energias investment programs for

the two-year period 2011 and 2012, signed with the BNDES on December 6, 2011 and April

10, 2012, respectively, under the FINEM direct finance modality, whose amounts financed,disbursed and the respective remunerations are detailed below:

Light SESA:

o FINEM TJLP+1.81% p.a.: R$250 million maturity on March 15, 2019, of which


o FINEM TJLP+2.21% p.a.: R$625 million maturity on March 15, 2019, of which


Light Energia:

o FINEM TJLP+1.81% p.a.: R$35.5 million maturity on March 15, 2018, of which

R$26.5 million were disbursed by December 2012.

Credit Facility Agreement with BNDES to fund the energy efficiency projects of Light Esco

in 2011, totaling R$1.7 million, with the last one maturing on December 31, 2017 at the

average TJLP ratio + 1.81% p.a.

Credit Facility Agreement with BNDES to fund the SP Market Project of Light ESCO

signed on January 19, 2011, totaling R$10.4 million, of which R$6.6 million were disbursed

by July 13, 2012. The maturity date is October 15, 2017. The interest rate variation on theprincipal amount is TJLP + 1.81% p.a..

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7th debenture issue by Light SESA worth R$650 million on May 2, 2011. The debentures

will mature on May 2, 2016. The interest rate variation on the principal amount is 1.35% of

the CDI p.a.

8th debenture issue by Light SESA worth R$470 million on September 10, 2012. Thedebentures will mature on June 4, 2026. The interest rate variation on the principal amount is

1.18% of the CDI p.a.

1st debenture issue by Light Energia worth R$170 million on April 10, 2011. The

debentures will mature on April 10, 2016. The interest rate variation on the principal amount

is 1.45% of the CDI p.a.

2nd debenture issue by Light Energia worth R$452 million on December 29, 2011. The

debentures will mature on August 19, 2019. . The interest rate variation on the principal

amount is 1.18% of the CDI p.a.

3rd debenture issue of Light Energia worth R$30 million on September 10, 2012. The

debentures will mature on June 4, 2026. The interest rate variation on the principal amount is

1.18% of the CDI p.a.

Funding in foreign currency (operation 4131) on October 17, 2011 in the amount of 34.9

million (equivalent to R$85 million) through Banco BNP Paribas Brasil, with maturity on

October 21, 2014; and on November 7, 2011 in the amount of US$50 million (equivalent to

R$87.4 million) through Bank of America, with maturity on November 10, 2016.

Funding in foreign currency (operation 4131) on August 23, 2012, in the amount of

US$100 million (equivalent to R$202.0 million), for Light SESA, through Banco Citibank S.A.,

with maturity on February 23, 2018.

Funding in foreign currency (operation 4131) on October 2, 2012, in the amount of US$80

million (equivalent to R$162.4 million), for Light Energia, through Banco Citibank S.A., with

maturity on April 3, 2018.

ii. other long-term relationship with financial institutionsThe Company and its subsidiaries use several financial instruments that require, among

other obligations, that the Company maintains specific financial ratios and/or compliance with

several obligations to do and not restricted to its operations. These include:

Total net debt/EBITDA ratio lower or equal to 3.0.

Including:

CCB of Bradesco, 5th debenture issue by Light SESA, FINEM BNDES Light SESA

and Light Energia (2006/2008), BNDES Agreement Light Esco, CCB of Santander,

funding in foreign currency from BNP Paribas Brasil and Bank of America, 7 th and 8th

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debenture issues by Light SESA, and 1st, 2nd and 3rd debenture issues by Light

Energia.

EBITDA/Adjusted and Consolidated Gross Interest Expenses ratio: higher than or equal

to 2.5x. Payment of dividends: the Company may only pay dividends higher than the minimum

mandatory amount if all contractual obligations are met.

Lastly, the financing mentioned contracted mentioned above aims at financing the

Companys investment plans and increasing its working capital

iii. level of subordination between debts

There is no subordination level between the debts.

iv. eventual restrictions imposed on the issuer, especially those related to

limits on indebtedness and the contracting of new debt, distribution of dividends,

disposal of assets, issue of new securities and sale of controlling interest

The Companys indentures envisage the maintenance of indebtedness and interest

coverage ratios. In the fiscal year ended December 31, 2012, the Company attained allindicators required by contract.

g. limits on the use of loans contracted

For Credit Facility Agreements to finance Light SESA and Light Energias investment programs

in for the two-year period of 2009 and 2010, signed with BNDES as FINEM direct finance, the

deadline to use the total volume made available from these two credit lines is March 31, 2011.

Light SESAs investment programs in for the two-year period of 2011 and 2012, signed with

BNDES as FINEM direct finance, the deadline to use the total volume made available from these

two credit lines is March 31, 2013.

h. material changes in each item of the financial statements

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Exerccios findos em 31 de dezembro de

% da % da Variao

Receita Rece itaReapresentado Lquida Lquida 2012/2011

RECEITA OPERACIONALFornecimento de energia eltrica 8.274.888 119,2% 9.020.144 118,5% 9,0%

Suprimento de energia eltrica 530.927 7,6% 734.960 9,7% 38,4%

Receita de Construo 794.649 11,4% 669.322 8,8% (15,8)%

Outras receitas 818.466 11,8% 951.942 12,5% 16,3%

Total 10.418.930 150,0% 11.376.368 149,4% 9,2%

Dedues Receita O peracional

ICMS (2.264.173) (32,6)% (2.362.055) (31,0)% 4,3%

Encargos do consumidor (666.950) (9,6)% (811.660) (10,7)% 21,7%

PIS/COFINS (539.186) (7,8)% (583.617) (7,7)% 8,2%

Outras (3.836) (0,1)% (5.940) (0,1)% 54,8%

Total (3.474.145) (50,0)% (3.763.272) (49,4)% 8,3%

RECEITA LQUIDA 6.944.785 100,0% 7.613.096 100,0% 9,6%

CUSTO DA OPERAO (5.290.295) (5.958.907) (78,3)% 12,6%

Energia Eltrica comprada para reveda (3.828.031) (55,1)% (4.534.153) (59,6)% 18,4%

Pessoal (108.808) (1,6)% (180.878) (2,4)% 66,2%

Material (21.377) (0,3)% (22.147) (0,3)% 3,6%

Servio de terceiros (197.416) (2,8)% (185.258) (2,4)% (6,2)%

Depreciao e amortizao (326.681) (4,7)% (314.971) (4,1)% (3,6)%

Custo de Construo (794.649) (11,4)% (669.322) (8,8)% (15,8)%

Outras (13.333) (0,2)% (52.178) (0,7)% 291,3%

LUCRO BRUTO 1.654.490 23,8% 1.654.189 21,7% (0,0)%

DESPESAS OPERACIONAIS (781.291) (11,3)% (555.087) (7,3)% (29,0)%

Despesas gerais e administrativas (307.974) (4,4)% (382.346) (5,0)% 24,1%

Despesas com vendas (467.456) (6,7)% (548.350) (7,2)% 17,3%

Outras Receitas/ Despesas (5.861 ) (0,1)% 375.609 4,9% (6.508,6)%

LUCRO OPERACIONAL 873.199 12,6% 1.099.102 14,4% 25,9%

RESULTADO DE EQUIVALNCIA PATRIMONIAL - 0,0% (1.288) (0,0)% -

RESULTADO FINANCEIRO (410.190) (5,9)% (495.673) (6,5)% 20,8%

Receitas 175.917 2,5% 203.949 2,7% 15,9%

Despesas (586.107) (8,4)% (699.622) (9,2)% 19,4%

LUCRO ANTES DO IMPOSTO DE RENDA E DACONTRIBUIO SOCIAL 463.009 6,7% 602.141 7,9% 30,0%

Imposto de renda e contribuio social Corrente (56.891) (0,8)% (109.034) (1,4)% 91,7%

Imposto de renda e contribuio social Diferido (64.140) (0,9)% (69.184) (0,9)% 7,9%

LUCRO LQUIDO DO EXERCCIO 341.978 4,9% 423.923 5,6% 24,0%

Lucro bs ico por ao 1,67690 2,07873

Lucro diludo por ao 1,65470 2,05930

QUANTIDADE DE AES AO FINAL DO EXERCCIO 203.934.060 203.934.060

20112012

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Analysis of the statement of income for the fiscal year ended December 31, 2012

compared to the fiscal year ended December 31, 2011

Net Operating Revenue

Net operating revenue for the fiscal year ended December 31, 2012 totaled R$7,613.1

million, up 9.6% in relation to the R$6,944.8 million in 2011, due to the increase in revenue in all

segments: distribution by 7.4%, generation by 31.1% and commercialization and services by

53.1%.

In the distribution segment, this increase can be explained by the 2% growth of total

market (captive and free markets) consumption. The increase in the commercial segment was

due to a 9.1% growth of consumption, combined with the effects of the 7.82% tariff adjustment of

November 2011. In the generation segment, the increase in net revenue can be explained by the

higher price and volume of energy contracts traded on the free market. In the commercialization

segment, the increase was mainly a reflection of the 44.3% increase in energy trading revenue,

which was impacted by the higher energy resale price and volume increase This revenue growth

was also a result of the larger number of projects developed during the year in the services

segment.

Operating Costs and ExpensesIn the fiscal year ended December 31, 2012, costs of goods and services sold by the

Company totaled R$5,9958.9 million, a 12.6% increase in relation to the R$5,290.3 million in

2011. This increase was mainly a result of the18.4% increase in costs from the purchase of

energy between the periods.

Energy Purchased for Resale: Costs and expenses with energy purchases totaled

R$4,534.2 million in the fiscal year ended December 31, 2012, an 18.4% increase over the

R$3,828.0 million recorded in 2011, chiefly due to: (i) the upturn in difference settlement prices

(PLD), which drove up the cost of thermal plant availability and spot market purchases; (ii) thereadjustments to existing contracts in November 2011 and November 2012; (iii) the increase in

energy purchased volume; and (iv) the exchange variation impacting energy purchase costs from

Itaipu and UTE Norte Fluminense. The average purchased energy cost, excluding spot market

purchases, amounted to R$134.3/MWh, 25.4% up on the R$107.1/MWh recorded in 2011.

Costs with charges climbed by 11.2% between 2011 and 2012, mainly due to the annual

PROINFA readjustment, in accordance with an ANEEL Resolution, and the rise in System

Service Charges (ESS), thanks to the activation of thermal plants, dispatched outside the order

of merit.

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Personnel: In the fiscal year ended December 31, 2012, personnel costs amounted to

R$180.9 million, an increase of 66.2% from the R$108.8 million recorded in 2011, chiefly due to

insourcing in some activities, which resulted in an increase in the payroll, combined with the

annual collective bargaining.Materials: In the fiscal year ended December 31, 2012, costs from materials amounted to

R$22.1 million, 3.6% up on the R$21.4 million recorded in 2011.

Outsourced services: In the fiscal year ended December 31, 2012, outsourced services

amounted to R$185.3 million, representing a decrease of 6.2% from the R$197.4 million

recorded in 2011, chiefly due to insourcing in some activities, which reduced the costs from third-

party contracts.

Depreciation and Amortization: In the fiscal year ended December 31, 2012, the

depreciation and amortization totaled R$315.0 million, a 3.6% fall in relation to the R$326.7million in 2011. This result was partially offset by the change in depreciation rates introduced by

ANEEL Resolution 474/2012, which reduced the average depreciation rate, in effect since

January 2012.

Others: In the fiscal year ended December 31, 2012, other operating costs totaled R$52.2

million, an increase of 291.3% in relation to the R$13.3 million recorded in 2011.

Gross Operating Profit

In the fiscal year ended December 31, 2012, the Companys gross operating profit came

to R$1,654.2 million, in line with the R$1,654.5 million recorded in 2011.

Operating Expenses

Selling Expenses: This line includes provisions for past due accounts (PCLD). In the

fiscal year ended December 31, 2012, the Companys selling expenses totaled R$382.2 million,

an increase of 24.1% in relation to the R$308.0 million recorded in 2011. In 2012, PCLD totaled

R$282.6 million, versus the R$251.3 million recorded in 2011.

General and Administrative expenses: In the fiscal year ended December 31, 2012, the

Companys general and administrative expenses amounted to R$548.4 million, an increase of

17.3% over the R$467.5 million recorded in 2011.

Other Operating Revenues (Expenses)

In the fiscal year ended December 31, 2012, the Companys other revenues/expenses

was a positive R$375.6 million, versus a negative R$5.9 million recorded in 2011. This result can

be explained by the recording of the asset remuneration revenue of R$408.2 million at the end of

the concession, calculated based on the new repositioned value criterion, defined by the

Granting Power through Provisional Measure 579/2012.

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Income Before Financial Revenues and Expenses

In the fiscal year ended December 31, 2012, the Companys operating income was

R$1,097.8 million, versus R$873.2 million in 2011, an increase of 25.7%, mainly due to the

recording of additional operating revenues.

Financial Revenues (Expenses)

The financial result for the fiscal year ended December 31, 2012 was a negative R$495.7

million. In 2011, the Company also had a negative financial result amounting to R$410.2 million.

Revenues: In 2012, financial revenues amounted to R$203.9 million, 15.9% higher than

in 2011, primarily due to the non-recurring effect of the adjustment for inflation of judicial deposits

from lawsuits on the other financial revenue line, in the amount of R$37.2 million.

Expenses: Financial expenses came to R$699.6 million, up 19.4% in relation to 2011.

This was mainly due to the impact of the adjustment to present value that increased financial

expenses, in light of the provisions in 2012 in the amount of R$74.5 million, related to conditional

discounts provided for in installment contracts of large clients with Light, and due to the non-

recurring effect of the adjustment for inflation of judicial deposits from lawsuits on the other

financial revenue line, in the amount of R$35.0 million, as well as to higher DIC and FIC, totaling

R$38.1 million in 2012, versus R$29.8 million in 2011.

Income before Income Tax and Social Contribution

In the fiscal year ended December 31, 2012, income before income tax and social

contribution was R$602.1 million, versus the R$463.0 million recorded in 2011, an increase of

30.0%. The factor that most contributed to such increase was the 25.7% upturn in income before

the financial result.

In the fiscal year ended December 31, 2012, the Company recorded income tax and

social contribution totaling R$178.2 million, versus R$121.0 million in 2011.

Income Tax and Social Contribution

In the fiscal year ended December 31, 2012, the Company recorded income tax and

social contribution totaling R$178.2 million, versus R$121.0 million in 2011.

Net Income for the Period

In 2012, net income totaled R$423.9 million, 24.0% higher than in 2011, chiefly driven by

the higher net operating revenue and the lower operating expenses in the year.

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Exerccios findos em 31 de deze mbro de

% da % da VariaoRece ita Receita

2010 Lquida 2011 Lquida 2011/2010

RECEITA OPERACIONALFornecimento de energia eltrica 7.919.155 121,7% 8.274.888 119,2% 4,5%

Suprimento de energia eltrica 513.704 7,9% 530.927 7,6% 3,4%

Receita de Construo 552.831 8,5% 794.649 11,4% 43,7%

Outras receitas 851.301 13,1% 818.466 11,8% (3,9)%

Total 9.836.991 151,1% 10.418.930 150,0% 5,9%

Dedues Receita OperacionalICMS (2.219.444) (34,1)% (2.264.173) (32,6)% 2,0%

Encargos do consumidor (569.975) (8,8)% (666.950) (9,6)% 17,0%

PIS/COFINS (535.303) (8,2)% (539.186) (7,8)% 0,7%

Outras (3.685) (0,1)% (3.836) (0,1)% 4,1%

Total (3.328.407) (51,1)% (3.474.145) (50,0)% 4,4%

RECEITA LQUIDA 6.508.584 100,0% 6.944.785 100,0% 6,7%

CUSTO DA OPERAO (4.633.841) (5.290.295) (76,2)% 14,2%Energia Elt rica comprada para reveda (3.392.464) (52,1)% (3.828.031) (55,1)% 12,8%

Pessoal (168.302) (2,6)% (108.808) (1,6)% (35,3)%

Material (27.452) (0,4)% (21.377) (0,3)% (22,1)%

Servio de terceiros (156.965) (2,4)% (197.416) (2,8)% 25,8%

Depreciao e amort izao (311.224) (4,8)% (326.681) (4,7)% 5,0%

Custo de Construo (552.831) (8,5)% (794.649) (11,4)% 43,7%

Outras (24.603) (0,4)% (13.333) (0,2)% (45,8)%

LUCRO BRUTO 1.874.743 28,8% 1.654.490 23,8% (11,7)%

DESPESAS OPERACIONAIS (632.730) (9,7)% (781.291) (11,3)% 23,5%Despesas gerais e administrat ivas (285.066) (4,4)% (467.456) (6,7)% 64,0%

Despesas com vendas (357.492) (5,5)% (307.974) (4,4)% (13,9)%Outras Receitas/ Despesas 9.82 8 0,2% (5.861) (0,1)% (159,6)%

LUCRO ANTES DAS RECEITAS/(DESPESAS)FINANCEIRAS 1.242.013 19,1% 873.199 12,6% (29,7)%

RESULTADO FINANCEIRO (319.394) (4,9)% (457.661) (6,6)% 43,3%Receitas 173.223 2,7% 175.917 2,5% 1,6%

Despesas (492.617) (7,6)% (633.578) (9,1)% 28,6%

LUCRO ANTES DO IMPOS TO DE RENDA E DACONTRIBUIO S OCIAL 922.619 14,2% 415.538 6,0% (55,0)%

Imposto de renda e contribuio social Corrente (103.482) (1,6)% (56.891) (0,8)% (45,0)%

Imposto de renda e contribuio social Diferido (243.987) (3,7)% (48.000) (0,7)% (80,3)%

LUCRO LQUIDO DO EXERCCIO 575.150 8,8% 310.647 4,5% (46,0)%

Lucro bsico e diludo por ao 2,82027 1,52327

QUANTIDADE DE AES AO FINAL DO EXERCCIO 203.934.060 203.934.060

Em mi lhares de reais, exce to percentuai s ou quando indicado

forma diversa

Demonstrao de Resultados Anuais

Analysis of the statement of income for the fiscal year ended December 31, 2011

compared to the fiscal year ended December 31, 2010

Net Operating RevenueNet operating revenue for the fiscal year ended December 31, 2011 totaled R$6,944.8

million, up 6.7% compared with R$6,508.6 million in 2010, due to the increases of 6.7%, 4.9%

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and 2.6% in the revenues of the distribution, generation and trading segments. In the

distribution segment, this increases can be explained by the 2.5% upturn in total market

(captive and free markets) consumption, led by the residential and commercial

segments, which climbed by 2.1% and 4.3%, respectively these segments jointly

accounted for 78% of captive-market revenue and have the highest tariffs, and the effect

of the 2.20% and 7.82% tariff adjustments in November 2010 and 2011, respectively. In

the trading segment, the result was strongly impacted by the increase in energy purchase and

sale. The increase in net revenue in the generation segment is mainly due to the adjustments in

the energy purchase agreements of the Regulated Contracting Environment and the increased

revenue from the consolidation of Renova Energias revenue as of September 2011.

Operating Cost

In the fiscal year ended December 31, 2011, the cost of goods and services sold by the

Company totaled R$5.290,3 million, up 14.2% from R$4,633.8 million in 2010. This growth

basically reflects the 12.8% increase in electricity purchase costs between the periods.

Energy Purchased for Resale: Costs from purchased energy for resale came to

R$3,828.0 million in the fiscal year ended December 31, 2011, up 12.8% from R$3,392.5 million

in 2010. This increaseis a mainly a result of: (i) the 4.9% upturn in purchased energy volume, (ii)adjustments to existing contracts in November 2010 and November 2011, (iii) the entry of two

new products contracted at the auction in

Documents

Manangement Proposal