Minutes of Board of Directors Meeting 03 25 2013

7/28/2019 Minutes of Board of Directors Meeting 03 25 2013

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LIGHT S.A.CORPORATE TAXPAYERS ID (CNPJ/MF):03.378.521/0001-75

COMPANY REGISTRY (NIRE): 33.3.0026.316-1PUBLICLY-HELD COMPANY

MINUTES OF THE BOARD OF DIRECTORS MEETING OF LIGHT S.A. HELD ON MARCH 25,2013, DRAWN UP IN SUMMARY FORMAT, IN ACCORDANCE WITH PARAGRAPH 1 OFARTICLE 130 OF LAW 6404/76 OF DECEMBER 15, 1976 (BRAZILIAN CORPORATION LAW).

1. Date, time and venue: March 25, 2013, at 9:00 a.m., at the headquarters of Light S.A.("Company"), located at Avenida Marechal Floriano, 168, parte, 2 andar, corredor A, Centro, in theCity and State of Rio de Janeiro.

2. Attendance: Members Sergio Alair Barroso, Chairman, Djalma Bastos de Morais, Humberto

Eustquio Cesar Mota, Maria Estela Kubitschek Lopes, Rutelly Marques da Silva and Carlos Albertoda Cruz, and alternate members Fernando Henrique Schffner Neto, Jos Augusto GomesCampos, Marcelo Pedreira Oliveira, Jlisson Lage Maciel and Almir Jos dos Santos attended themeeting. The alternate members Csar Vaz de Melo Fernandes, Carmem Lcia Claussen Kanterand Magno dos Santos Filho; Antnio Carlos Brando and Leonardo Messaggi, representatives ofthe Independent Audit Firm Deloitte Touche Tohmatsu; and Fiscal Council members EduardoGrande Bittencourt, Marcello Lignani Siqueira, Rogrio Fernando Lot and Ernesto Costa Pierobonattended the meeting but did not vote. Attorney Cludia de Moraes Santos was invited to act assecretary. The Companys CEO Paulo Roberto Ribeiro Pinto and the Executive Officers JooBatista Zolini Carneiro, Andreia Ribeiro Junqueira e Souza, Paulo Carvalho Filho, Evandro LeiteVasconcelos, Jos Humberto Castro, Luiz Otvio Ziza Mota Valadares and Fernando AntnioFagundes Reis also attended the meeting but did not vote.

3. Agenda and Resolutions:3.1. Election of the Vice-Chairman of the Board of Directors, in view of the resignation of theformer Board member Andr Fernandes Berenguer (Light S.A., Light S.E.S.A. and LightEnergia S.A.).The Board approved unanimously and recommended that the Board members appointed by theCompany at the Board of Directors Meetings ofLight S.E.S.A. and Light Energia S.A. approvethe election of Luiz Carlos da Silva Cantdio Jnior to the position of Vice-Chairman of theBoards of Directors of Light S.A., Light S.E.S.A. and Light Energia S.A., with term of officelasting until the first Board of Directors Meeting held after the 2013 Annual ShareholdersMeeting.

3.2. Alteration in the composition of the Governance, Finance and Human ResourcesCommittees.In view of the resignation of Messers. Andr Fernandes Berenguer and Mrcio Luis Domingues daSilva, the Board unanimously approved the alteration of the composition of the following AdvisoryCommittees to the Companys Board of Directors: Governance, Finance and Human ResourcesCommittees, which will be composed as follows:
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Minutes of the Board of Directors Meeting ofLight S.A. held on March 25, 2013, at 9:00 a.m. (continued)

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AUDITCOMMITTEE

FINANCECOMMITTEE

MANAGEMENTCOMMITTEE

GOVERNANCECOMMITTEE

HRCOMMITTEE

rnando HenriqueSchffner Neto

VACANTJos Augustoomes Campos

alma Bastos deMorais*

Jos AugustoGomesCampos

Augusto GomesCampos

uiz FernandoRolla*

FernandoHenrique

chffner Neto*rgio Alair Barroso

Csar VazMelo Fernandes

Csar VazMelo Fernandes*



Raul Belensungmman Pinto

nando Henriquechffner Neto*

rcelo Pedreira deOliveira

iz Carlos da SilvaCantdio Jr.

telly Marques daSilva

iz Carlos da SilvaCantdio Jr. VACANT

*Coordinators

3.7. ACD F-001/2013 (Light S.A. and Light Energia S.A.) Renewal of Working Capital Facility Banco do Brasil S.A.By recommendation of the Finance Committee, the Board unanimously recommended that theBoard members appointed by the Company at the Board of Directors Meeting of Light Energia S.A.approve the proposal of renewal of the working capital facility contracted from Banco do Brasil S.A.,in the amount of up to fifty million reais (R$50,000,000.00), to be withdrawn as necessary by theborrower, effective for twelve (12) months, at a cost to be defined upon use of the facility, with noadditional costs to the Company if the facility is not withdrawn, in compliance with ACD F-001/2013,

of February 18, 2013.

3.8. ACD F-008/2013 (Light S.A. and Light S.E.S.A.) Renewal of Working Capital Facilities Banco Safra and Banco do Brasil S.A.By recommendation of the Finance Committee, the Board unanimously recommended that theBoard members appointed by the Company at the Board of Directors Meeting of Light S.E.S.A.approve the proposal of renewal of the working capital facilities contracted from the following banks:a) Banco Safra S.A., in the amount of up to fifty million reais (R$50,000,000.00), effective for six (6)months (renewable), at a cost to be defined upon use of the facility; and b) Banco do Brasil S.A., inthe amount of up to one hundred and fifty million reais (R$150,000,000.00), to be withdrawn asnecessary by the borrower, effective for twelve (12) months, at a cost to be defined upon use of thefacility, in compliance with ACD F-008/2013, of March 18, 2013.

3.9. ACD F-012/2013 (Light S.A. and Light S.E.S.A.) Addendum to the Debt Agreement withBanco do Brasil S.A. for a term extension.By recommendation of the Finance Committee, the Board unanimously recommended that theBoard members appointed by the Company at the Board of Directors Meeting of Light S.E.S.A.approve the proposal to enter into an addendum providing for an extension of the term of theWorking Capital facility through a Commercial Credit Note (NCC), under the following terms: a)Borrower: Light Servios de Eletricidade S.A., b) Creditor: Banco do Brasil S.A.; c) Amount: onehundred and fifty million reais (R$150,000,000.00); d)Term: four (4) years; e) Cost: 109.3% of theCDI interbank rate; and f) Interest: to be paid on a half-yearly basis, in compliance with ACD F-012/2013, of February 22, 2013.

3.10. ACD F-009/2013 (Light S.A. and Light S.E.S.A.) Renewal of Bank Guarantee BancoModal.


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By recommendation of the Finance Committee, the Board unanimously recommended that theBoard members appointed by the Company at the Board of Directors Meeting of Light S.E.S.A.approve the proposal of renewal of the bank guarantee with Banco Modal related to the following

agreements: 1) a)Agreement F2007020201A; b) Guarantor: Banco Modal; c) Beneficiary: 18

th

LaborCourt of the Judicial District in the city of Rio de Janeiro; d) Principal on the date of execution(February 2, 2010): seven million, seven hundred and fifty-six thousand, two hundred and sixty-ninereais and twenty-seven centavos; e) Principal restated on February 1, 2013 based on the Selicbenchmark rate: ten million, three hundred and four thousand, six hundred and twenty-seven reaisand fifty-eight centavos (R$10,304,627.58); f) Due: February 4, 2013; g) Rate: R$1.3% p.a.; h)Commission payment: on a half-yearly basis, in advance; i) Bank Guarantee Letter: Indefinite (withthe prepayment, the issue of a new letter is unnecessary); j) Original amount of the guarantee onFebruary 2, 2007: five million, six hundred and fifty-seven thousand, sixty-nine reais and seventy-sixcentavos (R$5,657,069.76); k) Amount restated on the last prepayment, on February 2, 2010: sevenmillion, seven hundred and fifty-six thousand, two hundred and sixty-nine reais and twenty-sevencentavos (R$7,756,269.27); and 2) a) Agreement F2006112703AB; b) Guarantor: Banco Modal; c)

Procedure: 2005.34.00.004413-0, filed by M. Agostini; d) Beneficiary: 14th

Federal Court of theJudicial District of the Federal District; e) Principal: five hundred and fifty-nine thousand, twohundred and eighty-five reais and ninety-one centavos (R$559,285.91); f) Due: November 27, 2012;g) Rate: one point five percent (1.5%) p.a.; h) Commission payment: on a half-yearly basis, inadvance; and i) Bank Guarantee Letter: Indefinite, in compliance with ACD F-009/2013, of March18, 2013.

3.11. ACD F-011/2013 (Light S.A. and Light S.E.S.A.) Bank Guarantee Letter from BancoSafra to the Chamber for the Commercialization of Electric Energy (CCEE) for the Termextension.By recommendation of the Finance Committee, the Board unanimously recommended that theBoard members appointed by the Company at the Board of Directors Meeting of Light S.E.S.A.

approve the proposal to make an addendum to the bank guarantee letter from Banco Safra in theamount of one hundred million reais (R$100,000,000.00), transferred on January 11, 2013, due onApril 17, 2013, included in ACD F-001/2013, in order to change the due date to August 5, 2013. Allother conditions approved shall remain unchanged, in compliance with ACD F-011/2013, of March22, 2013.

3.12. ACD F-010/2013 (Light S.A. and Light S.E.S.A.) Ratification of the Contracting of aLegal Guarantee Tax Foreclosure Provisional Remedy Office of Attorney-General of theNational Treasury.By recommendation of the Finance Committee, the Board unanimously recommended that theBoard members appointed by the Company at the Board of Directors Meeting of Light S.E.S.A.approve the proposal of approval of the ratification of the Performance Bond with AustralSeguradora S.A., under the following terms: a) Type: Performance Bond; b) Insurer: AustralSeguradora S.A.; c) Principal Debtor: Light Servios de Eletricidade S.A.; d) Beneficiary: _ FederalCourt of the Judiciary Section of Rio de Janeiro; e) Object: Guarantee to be presented in the recordsof the Tax Foreclosure Provisional Remedy to be filed by the Principal Debtor in favor of theBeneficiary at one of the Federal Courts of the Judiciary Section of Rio de Janeiro/RJ, resulting fromthe administrative collection procedure 16682-902.739/2012-16 (administrative credit procedure16682-902.651/2012-96); f) Amount: three million, four hundred and forty-five thousand, fourhundred and seventy-four reais and sixty-four centavos (R$3,445,474.64); g) Issue date: January24, 2013; h) Due: March 14, 2013; i) Rate: 0.55% p.a. on the performance bond amount; j)Payment: In advance during the entire period of effectiveness of the guarantee; and k) Guarantee:Suretyship Light S.A., in compliance with ACD F-10/2013 of March 22, 2013.


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3.13. Financial Statements for the Fiscal Year ended December 31, 2012 of Light S.A., LightServios de Eletricidade S.A. and Light Energia S.A.Messers. Antnio Carlos Brando and Leonardo Messaggi, representatives of Auditoria

Independente Deloitte Touche Tohmatsu, attended the meeting and issued their opinion on theCompanys financial statements for the fiscal year 2012 detailed below.

3.13.1. Light S.A.By recommendation of the Audit Committee, the Board unanimously approved the Executive Boardproposal to be submitted to the Annual Shareholders Meeting, related to the: a) FinancialStatements for the fiscal year 2012; b) Notes for Fiscal Year ended December 31, 2012; c)Management Report; d) Capital Budget; and e) Allocation of Net Income.

The Board unanimously approved the Executive Board proposal and that it is submitted to theCompanys Annual Shareholders Meeting.

3.13.2. Light Servios de Eletricidade S.A.By recommendation of the Audit Committee, the Board unanimously recommended that the Boardmembers appointed by the Company at the Board of Directors of Light S.E.S.A. approve theproposal to be submitted to the Annual Shareholders Meeting of Light S.E.S.A., related to the:Financial Statements for the fiscal year 2012; b) Notes for Fiscal Year ended December 31, 2012; c)Management Report; d) Capital Budget; and e) Allocation of Net Income.

The Board also instructed that the Companys representatives at the Annual Shareholders Meetingof Light S.E.S.A. approve the matters detailed in sub item 3.13.2.

3.13.3. Light Energia S.A.By recommendation of the Audit Committee, the Board unanimously recommended that the Board

members appointed by the Company at the Board of Directors of Light Energia S.A. approve theproposal to be submitted to the Annual Shareholders Meeting ofLight Energia S.A., related to the:Financial Statements for the fiscal year 2012; b) Notes for Fiscal Year ended December 31, 2012; c)Management Report; d) Capital Budget; and e) Allocation of Net Income.

The Board also instructed the Companys representatives at the Annual Shareholders Meeting ofLight Energia S.A. to approve the matters detailed in sub item 3.13.3.

3.13.4. Proposal of Payment of Dividends (Light S.A. and Light Energia S.A.).The Executive Board presented a proposal to be submitted to the Companys Annual ShareholdersMeeting for the distribution of ninety-one million, seven hundred and seventy thousand, threehundred and twenty-seven reais (R$91,770,327.00), related to the profit reserve of the balancesheet as on December 31, 2012, representing forty-five centavos (R$0.45) per share.

The Executive Board also presented a proposal to be submitted to the Annual ShareholdersMeeting of Light Energia S.A. for the distribution of twenty-three million, eight hundred and ninety-sixthousand, eight hundred and eighty-seven reais and thirty-four centavos (R$23,896,887.34), relatedto the results for fiscal year 2012.

By recommendation of the Audit Committee, the Board unanimously approved and recommendedthat the Board members appointed by the Company at the Board of Directors of Light Energia S.A.approve the proposals above. The proposals will be submitted to the Annual Shareholders Meetingsof the Company and of Light Energia, respectively.

3.14. Economic Feasibility Study for the Booking of Deferred Taxes (Light S.A., Light S.E.S.A.and Light Energia S.A.).By recommendation of the Audit Committee, the Board unanimously approved and recommendedthat the Board members appointed by the Company at the Boards of Directors ofLight S.E.S.A. and


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Light Energia S.A. approve the Executive Board proposal related to the Technical EconomicFeasibility Study, based on which the Deferred Assets will be used within eight (8) years.

3.15. Proposal of Total Annual Compensation of the Administrators of Light S.A., LightS.E.S.A. and Light Energia S.A and the Fiscal Council of Light S.A.By recommendation of approval by the Human Resources Committee, the Executive Boardpresented a proposal of total annual compensation of the Administrators of the Company, LightS.E.S.A. and Light Energia S.A., in the amount of seventeen million, two hundred and fifty-twothousand, six hundred and fifty-three reais (R$17,252,653.00), and of individual compensation of theFiscal Council members of seven thousand, five hundred and thirty-eight reais (R$7,538.00) when inthe exercise of their positions and of three thousand, seven hundred and sixty-nine reais(R$3,769.00) when serving as alternate members, in both cases to be paid monthly.

The Board unanimously approved the submission of the proposal to the Company s AnnualShareholders Meeting and recommended that the Companys representatives at the Annual

Shareholders Meetings of Light S.E.S.A. and Light Energia S.A. , to be held at an opportune time,approve the matters included in item 3.15.

The Board of Directors submitted the payments proposed above for approval of the CompanysHuman Resources Committee.

3.16. Proposal of Call Notice to the Annual Shareholders Meetings of the Company and itsSubsidiaries.The Board unanimously approved the Proposal of Call Notice to the Annual and ExtraordinaryShareholders Meetings of the Company and its subsidiaries, if applicable, to be held on April 26,2013, as per the call notice.

3.17. ACD E-010/2013 (Light S.A., Light Energia S.A. and Renova Energia S.A.) Votinginstructions for approval of the execution of a Frame Agreement - Renova Energia S.A.By recommendation of the Management Committee, the Board unanimously recommendedapproval by its representatives at the Board of Directors Meeting ofLight Energia S.A. that resolveson the approval by the Board members appointed by the Company at the Board of DirectorsMeeting of Renova Energia S.A. (Renova) that resolves on the execution of a partnershipagreement between Renova and Alstom Brasil Energia e Transporte Ltda., which provides for theacquisition of wind turbines, totaling 1,200 MW within four (4) years, as of December 1, 2014, in theapproximate amount of one billion euros (1,000,000,000.00), currently equivalent to approximatelytwo billion, seven hundred million reais (R$2,700,000,000.00), in compliance with ACD E-010/2013,March 25, 2013.

4. Resignation of a member of the Board of Directors.The Chairman of the Companys Board of Directors announced that the Board member Mrcio LusDomingues da Silva submitted a letter of resignation from the position of alternate member of theBoard. His resignation was formalized on the date he submitted the letter to the Company, i.e.March 8, 2013.

The Chairman and all Board members would like to thank Mr. Mrcio Lus Domingues da Silva forhis work during his term as member of the Companys Board of Directors .

This is a free English translation of the minutes of Light S.A.s Board of Directors meeting, heldon this date, drawn up in the Companys records.

Cludia de Moraes SantosSecretary

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Minutes of Board of Directors Meeting 03 25 2013