Minutes of Board of Directors Meeting 06 14 2013

7/28/2019 Minutes of Board of Directors Meeting 06 14 2013

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LIGHT S.A.Corporate Taxpayers ID (CNPJ/MF): 03.378.521/0001-75

Company Registry (NIRE): 3.330.026.316-1Publicly-held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING OF LIGHT S.A., HELD ONJUNE 14, 2013, DRAWN UP IN SUMMARY FORMAT, IN ACCORDANCE WITHPARAGRAPH 1 OF ARTICLE 130 OF LAW 6,404/15 OF DECEMBER 15, 1976, ASAMENDED (BRAZILIAN CORPORATION LAW).

1. Date, time and venue: June 14, 2013, at 10:30 a.m., at the headquarters of Light S.A.

located at Avenida Marechal Floriano, no. 168, 2 andar, Corredor A, Centro, in the cityand state of Rio de Janeiro (Company or Guarantor).

2. Attendance: The meeting was attended by the sitting Board members Luiz Carlos daSilva Cantdio Junior, chairman of the meeting, Maria Estela Kubitschek Lopes, RutellyMarques da Silva and Carlos Alberto da Cruz, as well as by the alternates Csar Vaz deMelo Fernandes, Wilson Borrajo Cid and Almir Jos dos Santos. The alternate membersCarmen Lcia Claussen Kanter, Marcelo Pedreira Oliveira and Magno dos Santos Filhoalso attended the meeting but did not vote. The attorney Cludia de Moraes Santos wasinvited to act as secretary of the meeting. The Companys Chief Executive Officer, PauloRoberto Ribeiro Pinto, and the Executive Officers Joo Batista Zolini Carneiro andFernando Antnio Fagundes Reis also attended the meeting but did not vote.

3. Agenda Unanimous Resolutions:

3.1. The Board of Directors, upon recommendation of the Finance Committee, approved

and instructed the Board members appointed by the Company on the Board of Directors

of Light Servios de Eletricidade S.A. (Light SESA or Issuer) to approve the ninth (9th)

issue of simple, non-convertible, unsecured debentures of Light SESA, with a personal

guarantee, in two series, with the 1st series consisting of one hundred thousand (100,000)

Debentures and the 2nd series of sixty thousand (60,000) Debentures, totaling one billion,

six hundred million reais (R$1,600,000,000.00), for public distribution with restricted

placement efforts, in accordance with Rule 476, of January 16, 2009, issued by the

Brazilian Securities and Exchange Commission (CVM, CVM Rule 476), on a firmguarantee basis (Debentures, Issue and Offering, respectively). The Debentures will

have the following characteristics and conditions:

(i) Issue Number : the Issue will be Light SESA's ninth (9th) debenture issue;
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Minutes of the Board of Directors Meeting of Light S.A., held on June 14, 2013, at 10:30 a.m. via conferencecall. (continuation)

(ii) Total Issue Amount: the total amount of the Issue will be one billion, six hundred

million reais (R$1,600,000,000.00) (Total Issue Amount), on the Issue Date, as

defined below;

(iii) Issue Date: for all legal purposes, the date of issue of the Debentures will be June

15, 2013 (Issue Date);(iv) Number of Debentures: one hundred and sixty thousand (160,000) Debentures

will be issued, with the 1st series consisting of one hundred thousand (100,000)

Debentures and the 2nd series of sixty thousand (60,000) Debentures;

(v) Number of Series: the Issue will be carried out in two (2) series;

(vi) Nominal Unit Value: the Debentures nominal unit value will be ten thousand

reais (R$10,000.00) on the Issue Date (Nominal Unit Value);

(vii) Form and Proof of Ownership: the Debentures will be issued in registered, book-

entry form, without the issue of certificates. For all legal purposes, the ownership

of Debentures will be proven by the deposit statement issued by the depositary

institution of the Debentures. Regarding the Debentures that are electronically heldin custody at CETIP S.A. Mercados Organizados (CETIP), a statement will be

issued by CETIP in the name of the debenture holder, proving the ownership of

these Debentures;

(viii) Convertibility: the Debentures will be simple, thus not convertible into shares

issued by Light SESA;

(ix) Type: the Debentures will be of the unsecured type, pursuant to Article 58, caput,

of Brazilian Corporation Law, with a personal guarantee, pursuant to item (xi)

below (Guarantee);

(x) Term and Maturity: the 1st Series Debentures will mature on May 15, 2021, and

the 2nd Series Debentures will mature on May 15, 2023;

(xi) Guarantee: Suretyship will be provided (as defined in item 3.2 below) to the

debenture holders, represented by the trustee;

(xii) Remuneration of the 1st Series Debentures: The 1st Series Debentures will be

entitled to interest corresponding to one hundred percent (100%) of the

accumulated variation in the daily average one-day Interbank Deposit rate DI

(over extra-grupo), expressed as an annual percentage, based on two hundred

and fifty two (252) working days, calculated and disclosed by CETIP in the daily

bulletin on its website (http://www.cetip.com.br) (DI Rate), incremented by a

spread of one point fifteen percent (1.15%) per year, based on two hundred and

fifty two (252) working days. The Remuneration of the 1 st Series Debentures will be

calculatedpro rata temporis proportionally to the number of working days elapsed,

incurring on the Nominal Unit Value of the 1st Series Debentures (or on the

balance of the Nominal Unit Value of the 1 st Series Debentures, as applicable) as

from the Payment Date or the immediately prior date of payment of the

Remuneration of the 1st Series Debentures, as the case may be, to the actual

payment date;

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(xiii) Remuneration of the 2nd Series Debentures: The 2nd Series Debentures will be

entitled to a Remuneration composed of the 2nd Series Monetary Restatement and

of the 2nd Series Remuneratory Interest: (a) the 2nd Series Debentures will have

their Nominal Unit Value, or balance of the Nominal Unit Value, as the case may

be, restated as from the Payment Date by the accumulated variation in the IPCAConsumer Price Index, calculatedpro rata temporis proportionally to the number of

working days elapsed, with the product incorporated into the Nominal Unit Value of

the 2nd Series Debentures, or into the balance of the Nominal Unit Value of the 2 nd

Series Debentures, as envisaged in the Indenture; and (b) on the Nominal Unit

Value, or balance of the Nominal Unit Value, as the case may be, restated by the

2nd Series Monetary Restatement, remuneratory interest corresponding to a

surcharge equivalent to five point seventy-four percent (5.74%) per year, base two

hundred and fifty-two (252) working days, will incur on the restated Nominal Unit

Value of the 2nd Series Debentures, or its balance, as applicable, as from the Issue

Date, or the immediately prior date of payment of the 2nd

Series RemuneratoryInterest, as the case may be, and paid at the end of each period of capitalization of

the 2nd Series Debentures, calculated on a capitalization basis composed ofpro

rata temporis per business day, as envisaged in the Indenture;

(xiv) Subscription Term: the Debentures may be subscribed at any time as from the

beginning of the distribution, pursuant to the terms of distribution established in the

Placement Agreement;

(xv) Means and Price of Payment: the Debentures will be paid in a lump sum, in local

currency, upon subscription, pursuant to the applicable procedures set forth by

CETIP;

(xvi) Scheduled Renegotiation:there will not be scheduled renegotiation;

(xvii) Scheduled Amortization of the 1st Series Debentures: the Nominal Unit Value

of the 1st Series Debentures will be amortized in annual installments as from the

fifth (5th) year, counting from the Issue Date, and the first payment, by reason of

this amortization of Nominal Unit Value, shall be made on May 15, 2018, in

accordance with the table below:

Installment Date of Amortization of

the Nominal Unit Value

of the Debentures of the

1

st

Series

Percentage of the

Nominal Unit Value to

be Amortized

1st May 15, 2018 25.00%

2nd May 15, 201925.00%

3rd May 15, 202025.00%

4th May 15, 202125.00%

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the Nominal Unit Value

of the Debentures of the

1st Series

Percentage of the

Nominal Unit Value to

be Amortized

Total - 100%

(xviii) Scheduled Amortization of the 2nd Series Debentures: the Nominal Unit Value

of the 2nd Series Debentures will be amortized in annual installments as from the

seventh (7th) year, counting from the Issue Date, and the first payment by reason

of this amortization of Nominal Unit Value shall be made on May 15, 2020, in

accordance with the table below:


the Nominal Unit Valueof the Debentures of the

2nd Series

Percentage of the

Nominal Unit Value tobe Amortized

1st May 15, 2020 25.00%

2nd May 15, 2021 25.00%

3rd May 15, 2022 25.00%

4th May 15, 2023 25.00%

Total 100%

(xix) Optional Acquisition: Light SESA may acquire on the market, at any time,

Outstanding Debentures, in accordance with the procedures established by CVM,

pursuant to Article 13 of CVM Rule 476/09, as envisioned in Article 55, paragraph

3, of Law 6,404/76 (i) for equal or lower amount than the Nominal Unit Value,

provided that such fact is included in the management report and financial

statements of Light SESA; or (ii) for higher amount than the Nominal Unit Value,

provided that in compliance with the rules issued by CVM;

(xx) Optional Early Redemption: Light SESA may declare, as from the thirty-seventh

(37th) month after the Issue Date, Early Redemption of a portion or all Outstanding

Debentures, with the consequent cancellation of such Debentures, orExtraordinary Amortization, through prior notice issued at least fifteen (15) days

before the event and payment of the Nominal Unit Value of the Debentures (or

balance of the Nominal Unit Value of the Debentures, as applicable), incremented

by (i) the Remuneration, calculatedpro rata temporis as from the immediately prior

date of payment of the Remuneration until the date of the actually Early

Redemption or Extraordinary Amortization; and by (ii) a premium incurring on the

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Nominal Unit Value of the Debentures (or balance of the Nominal Unit Value of the

Debentures, as applicable), in accordance with the table below:

Redemption Year

(as from the Issue Date)Premium

4th (as from June 16, 2016,inclusive)

1.75%


1.50%


1.25%


1.00%


0.75%


0.50%


0.25%

(xxi) Location of Payment:: the payments related to the Debentures will be made (i) in

accordance with the procedures adopted by CETIP, for the debentures

electronically held in custody by CETIP; and (ii) for the Debentures that are not

electronically held in custody by CETIP, (a) at the headquarters of Light SESA; or

(b) as the case may be, in accordance with the procedures adopted by the

depositary bank;(xxii) Default Charges: without prejudice to the Remuneration, in the event that Light

SESA fails to timely pay for any pecuniary obligations related to the Debentures,

the unpaid overdue debts will be increased by default charges of one percent (1%)

per month, calculated pro rata temporis, as from the date of default to the date of

actual payment, as well as by a non-compensatory fine of two percent (2%) on the

amount due, regardless of judicial summons or extrajudicial communication, in

addition to expenses incurred ("Default Charges");

(xxiii) Early Redemption: subject to the provisions below, the Trustee shall,

automatically, regardless of judicial summons or extrajudicial communication to

Light SESA, declare all obligations of Light SESA under the Debentures as due in

advance and thus immediately payable, always respecting the specific grace

periods established in the items below, and demand from Light SESA the payment

within five (5) business days, as from the receipt of the above-mentioned notice

from the Issuer, of the Nominal Unit Value (or balance of the Nominal Unit Value,

as applicable), plus the Remuneration payable until the date of the actual

payment, calculated pro rata temporis, of the Default Charges, if any, and of any

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other amounts that may be due by Light SESA under the Indenture, on the date it

learns about the occurrence of any of the following events:

I. default, by Light SESA and/or by the Company, of any pecuniary

obligation envisaged in the Indenture;

II. (a) the winding-up, dissolution or extinction of Light SESA, the

Company and/or any of their respective subsidiaries or associated

companies, except if said winding-up, dissolution and/or extinction results

from a corporate transaction that does not constitute an early maturity

event, as described in the Indenture; (b) adjudication of bankruptcy of Light

SESA, the Company and/or any of their respective subsidiaries or

associated companies; (c) filing for voluntary bankruptcy by the Light

SESA, the Company and/or any of their respective subsidiaries or

associated companies; (d) filing for bankruptcy of Light SESA, the

Company and/or any of their respective subsidiaries or associatedcompanies, by third parties not defeated within the legal term; or (e)

application for the judicial or extrajudicial reorganization of Light SESA, the


companies, regardless of whether the application has been granted;

III. transformation of Light SESA into a limited-liability company,

pursuant to Articles 220 to 222 of Law 6,404/76;

IV. change to the corporate purpose of Light SESA and/or the

Company, so that (a) Light SESA no longer operates in the distribution and

sale of electricity; or (b) the Companys main corporate purpose is nolonger holding interests in companies operating in the generation,

distribution and/or sale of electricity;

V. end, by any reason, of the concession granted to SESA to explore

activities related to the distribution of electricity;

VI. intervention by the granting authority of the concession granted to

Light SESA to explore activities related to the generation and transmission

of energy due to facts related to its economic capacity;

VII. invalidity, nullity or unenforceability of the Indenture.

(xxiv) Early Maturity by Debenture Holders Meeting: the Trustee of the Issue shall

call a meeting of the holders of each series of the Debentures, to be held on a date

observing the minimum term provided for by law, and communicate to Light SESA,

up to two (2) business days after becoming aware of any events listed below, to

resolve (i) on the possible declaration of early redemption of all obligations of Light

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SESA under the Debentures; or (ii) to take any other necessary measures; when

becoming aware of any events listed below:

I. transfer, by Light SESA and/or the Company, of any obligation

related to the Debentures, except if previously authorized by debentureholders representing at least seventy-five percent (75%) of the outstanding

1st Series Debentures and, at least, seventy-five percent (75%) of the

outstanding 2nd Series Debentures;

II. constitution of any liens on material assets of Light SESA and/or the

Company (except if for the provision of guarantees in judicial or

administrative proceedings or to ensure compliance with the electricity

purchase agreement entered into by Light SESA, as well as the provision of

guarantees in financing contracts with the Brazilian Development Bank -

BNDES), considering as material assets those whose individual or joint

amount is equal to or higher than twenty million reais (R$20,000,000.00), oran equivalent amount in other currencies, except if previously authorized by

debenture holders representing at least seventy-five percent (75%) of the

outstanding of 1st Series Debentures, and at least seventy-five percent

(75%) of the outstanding of 2nd Series Debentures;

III. reduction of the capital stock of Light SESA that is not carried out to

absorb accumulated losses, except if previously approved by debenture

holders representing at least seventy-five percent (75%) of the outstanding

of 1st Series Debentures, and at least seventy-five percent (75%) of the

outstanding of 2nd Series Debentures;

IV. payment of dividends, interest on equity or any other profit sharing

established in the Bylaws of Light SESA not declared until the execution of

this Indenture, except for the payment of minimum mandatory dividends

established in Article 202 of Law 6,404/76, if the Issuer is in default with

any of the pecuniary obligations related to the Debentures;

V. sale by Light SESA of permanent assets that represent, in a period

of twelve (12) months, individually or jointly, an amount equal to or higher

than fifty million reais (R$50,000,000.00) or an equivalent amount in other

currencies, except if previously authorized by debenture holders

representing at least seventy-five percent (75%) of the outstanding of 1stSeries Debentures, and at least seventy-five percent (75%) of the

outstanding of 2nd Series Debentures;

VI. default, by Light SESA, the Company and/or any of their respective

subsidiaries or associated companies, in the payment of debts or pecuniary

obligations whose individual or joint amount is equal to or higher than fifty

million reais (R$50,000,000.00), or an equivalent amount in other

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currencies, not remedied within two (2) business days as from the date of

the respective default;

VII. early maturity of any debts of Light SESA, the Company and/or any

of their respective subsidiaries or associated companies, whose individual

or joint amount is equal to or higher than fifty million reais

(R$50,000,000.00), or an equivalent amount in other currencies;

VIII. protest of bills against (also as a guarantor) Light SESA, the


companies, whose individual or joint amount is equal to or higher than fifty

million reais (R$50,000,000.00), or an equivalent amount in other

currencies, except if, within ten (10) days as from the date the protest was

filed, it is proven to the trustee of the Debentures that (a) the protest has

been cancelled; or (b) guarantees accepted by the competent authority

have been provided; or (c) if Light SESA, the Company and/or any of theirrespective subsidiaries or associated companies proves to a competent

authority that the protest resulted from an error or third-party bad-faith;

IX. the spin-off, merger, amalgamation or incorporation of shares

involving Light SESA, the Company and/or any of their respective

subsidiaries, except: (a) if the transaction has been previously approved by

debenture holders representing at least seventy-five percent (75%) of the

outstanding of 1st Series Debentures, and at least seventy-five percent

(75%) of the outstanding of 2nd Series Debentures; or (b) if, during the

minimum term of six (6) months as of the date of publication of the minutes

of the corporate acts related to the transaction, those debenture holderswho so wish are assured redemption of the Debentures through the

payment of the due balance of the Nominal Unit Value, plus Remuneration,

calculated pro rata temporis as from the payment date or the prior

Remuneration payment date, as the case may be, to the date of actual

payment; or (c) in case of the incorporation, by Light SESA, of any

subsidiary or shares of any subsidiary; (d) in case of any transaction

involving solely subsidiaries of the Company; and (e) in case of any

transaction involving the Company and/or its subsidiaries, after said

transaction is announced or carried out, if the risk ratings attributed to the

Debentures and/or Light SESA on the Issue Date by the risk rating agency

have not been downgraded;

X. change and/or transfer of the direct or indirect shareholding control

of Light SESA and/or the Company, pursuant to Article 116 of Law

6,404/76, except when, after said change and/or transfer of shareholding

control is announced, the risk rating attributed on the Issue Date to the

Debentures and/or to the Issuer by the risk rating agency is not

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downgraded by said risk rating agency, except in the event of exclusion of

Companhia Energtica de Minas Gerais - CEMIG from the block of control

of the Company and/or indirect control of Light SESA, which shall be

previously authorized by debenture holders representing at least seventy-

five percent (75%) of the outstanding of 1 st Series Debentures, and at leastseventy-five percent (75%) of the outstanding of 2nd Series Debentures;

XI. non-compliance, by Light SESA and/or the Company, with any

unapeallable court decision and/or arbitration sentences involving an

individual or joint amount higher than fifty million reais (R$50,000,000.00),

or an equivalent amount in other currencies, against Light SESA and/or the

Company;

XII. act of any governmental authority for the purpose of sequestering,

expropriating, nationalizing, or in any way compulsorily acquiring all or a

substantial part of the assets of Light SESA and/or the Company;XIII. proof that any of the statements provided by Light SESA and/or the

Company in the Indenture is false, inconsistent or incorrect on any material

aspect;

XIV. failure, by Light SESA, to maintain insurance for its relevant

operational assets, in accordance with best market practices, which is not

solved within ten (10) days as of the date it occurred;

XV. execution, by Light SESA, the Company and/or any of their

respective subsidiaries, of transactions diverging from their corporate

purposes or opposed to their bylaws or charter, pursuant to the prevailingstatutory, legal and regulatory provisions;

XVI. execution, by Light SESA and/or the Company, of any act

diverging from the Indenture, the Placement Agreement and/or any other

document related to the Issue and/or the Offering, especially those that

may directly or indirectly jeopardize the timely and full compliance, by Light

SESA, of any of their obligations provided for in these documents; and

XVII. failure to comply, by the Company, for two (2) consecutive quarters

or four (4) non-consecutive quarters, with any of the following financial

ratios to be calculated by Light SESA and verified by the Trustee within five

(5) business days as from the date of receipt, by the Trustee, of theinformation to which the Indenture refers, based on the Companys

consolidated financial statements for each quarter of the calendar year,

based on, inclusive, the Companys consolidated financial statements

related to September 30, 2013: (a) the financial ratio resulting from the

division of total Net Debt by EBITDA, which shall be equal to or lower than

three point five (3.5); and (b) the financial ratio resulting from the division of

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EBITDA by Adjusted and Consolidated Gross Interest Expenses, which

shall be equal to or higher than two point five (2.5).

(xxv) Allocation of Funds: the proceeds obtained by Light SESA through the Issue will

be used to reinforce working capital and extend the profile of the Companys debt,

including the early redemption of its 2nd issue of Commercial Papers.

3.2. The Board of Directors authorized the Company, to ensure the faithful, full and timely

compliance with the main andaccessory obligations assumed in the Indenture by Light

SESA, to supply a guarantee in favor of the debenture holders, represented by the

Trustee, undertaking, as well as their successors in any capacity, as guarantor and main

obligor,jointly liable, with Light SESA, for all amounts owed pursuant to the Indenture,

until the redemption of the Debentures, as per the terms and conditions set forth in the

Indenture. Due to the individual aspect of the personal guarantee provided by the

Company, the debenture holders will only require the fulfillment of the guarantee by the

Company in the event of default of Light SESA, pursuant to Article 397 of the Civil Code.The Company will expressly renounce the benefits of order, rights and dismissal of any

type provided for in Articles 333, sole paragraph, 366, 821, 827, 830, 834, 835, 837, 838

and 839 of Law 10,406 of January 10, 2002, as amended (Civil Code), and Articles 77

and 595 of Law 5,869 of January 11, 1973, as amended (Civil Procedure Code)

(Suretyship).

3.3. The Board of Directors authorized the Companys Executive Officers, pursuant to the

legal provisions, to resolve on and take any and all measures needed to execute the

Suretyship, the Issue and the Offering, including, but not limited to, the execution of the

indenture and any other documents related to the Debentures, as well as instructed thatthe board members appointed by the Company to the Board of Directors of Light SESA

authorize the Board of Executive Officers of Light SESA, pursuant to the legal provisions,

to resolve on and take any and all measures needed to execute the Issue and the

Offering, including, but not limited to, (i) determining the Issue Date; (ii) executing the

indenture of the Debentures and any other documents related to the Debentures; and (iii)

hiring, whenever necessary, service providers related to the Debentures, including the

Trustee, the depository institution, the Mandated Bank and CETIPs applicable system.

4. Closure: There being no further issues to address, these minutes were drawn up and

signed by the secretary and all attending Board members: Luiz Carlos da Silva CantdioJunior, chairman of the meeting, Cludia de Moraes Santos, secretary of the meeting.

Board members: sitting members Luiz Carlos da Silva Cantdio Jnior, Maria Estela

Kubitschek Lopes, Rutelly Marques da Silva and Carlos Alberto da Cruz, and alternates

Csar Vaz de Melo Fernandes, Wilson Borrajo Cid, and Almir Jos dos Santos. The

alternate members Carmen Lcia Claussen Kanter, Marcelo Pedreira Oliveira and Magno

dos Santos Filho also attended the meeting but did not vote.

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This is a free translation of the original minutes of the Board of Directors meeting of LightS.A., held on this date, drawn up in the Companys records.

Cludia de Moraes SantosSecretary of the meeting

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Documents

Minutes of Board of Directors Meeting 06 14 2013