Minutes of Board of Directors Meeting 09 26 2014

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LIGHT S.A. CORPORATE TAXPAYER’S ID (CNPJ/MF) NO. 03.378.521/0001-75 COMPANY REGISTRY (NIRE) NO. 33.3.0026.316-1 PUBLICLY-HELD COMPANY EXCERPT OF THE MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS’ MEETING OF LIGHT S.A. (“Company”), HELD ON SEPTEMBER 26, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1, ARTICLE 130 OF LAW 6404 OF DECEMBER 15, 1976 (“BRAZILIAN CORPORATION LAW ”). 1. Date, time and venue : September 26, 2014, at 4:00 p.m., via conference call. 2. Attendance : The sitting members Sérgio Alair Barroso, Chairman, Djalma Bastos de Morais, Maria Estela Kubitschek Lopes and Carlos Alberto da Cruz, and the acting alternate members César Vaz de Melo Fernandes, José Augusto Gomes Campos, Carlos Antonio Decezaro, Marcelo Pedreira Oliveira and Almir José dos Santos attended the meeting. The alternate members Carmen Lúcia Claussen Kanter and Wilson Borrajo Cid also attended, as did the lawyer, Cláudia de Moraes Santos, who was invited to act as a secretary. The Company’s executive officers Evandro Leite Vasconcelos and João Batista Zolini Carneiro were also present, but did not vote. 3. Agenda : 3.3. ACD E-092/2014 and F-016/2014 (Light S.A., Light Energia S.A. and Guanhães Energia Upon recommendation by the Finance and Management Committees, the Board of Directors, unanimously approved and instructed a favorable vote of the Board members appointed by the Company in the Board of Directors’ Meeting of Light Energia S.A. to resolve on the voting instructions of the representatives appointed thereby at the Extraordinary Shareholders’ Meeting of Guanhães Energia S.A. (“Guanhães”) to resolve on the latter’s 3 rd issue of commercial promissory notes by Guanhães totaling up to two hundred million reais (R$200,000,000.00), maturing in April 2015. Also upon recommendation by the Finance and Management Committees, the Board of Directors, unanimously approved to provide a personal guarantee within the scope of this 3rd issue of commercial promissory notes, by means of a suretyship attached to the credit instrument. This guarantee is proportional, partial and not joint with the Company and corresponds to fifty-one per cent (51%) of all obligations assumed by Guanhães within the scope of the 3 rd issue of commercial promissory notes by Guanhães, plus interest incurred in the operation, corresponding to the proportion of interest held by Light Energia S.A. in the capital stock of Guanhães. Página 1 de 3

Transcript of Minutes of Board of Directors Meeting 09 26 2014

Page 1: Minutes of Board of Directors Meeting 09 26 2014

LIGHT S.A.CORPORATE TAXPAYER’S ID (CNPJ/MF) NO. 03.378.521/0001-75

COMPANY REGISTRY (NIRE) NO. 33.3.0026.316-1PUBLICLY-HELD COMPANY

EXCERPT OF THE MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS’ MEETING OF LIGHT S.A. (“Company”), HELD ON SEPTEMBER 26, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1, ARTICLE 130 OF LAW 6404 OF DECEMBER 15, 1976 (“BRAZILIAN CORPORATION LAW”).

1. Date, time and venue: September 26, 2014, at 4:00 p.m., via conference call.

2. Attendance: The sitting members Sérgio Alair Barroso, Chairman, Djalma Bastos de Morais, Maria Estela Kubitschek Lopes and Carlos Alberto da Cruz, and the acting alternate members César Vaz de Melo Fernandes, José Augusto Gomes Campos, Carlos Antonio Decezaro, Marcelo Pedreira Oliveira and Almir José dos Santos attended the meeting. The alternate members Carmen Lúcia Claussen Kanter and Wilson Borrajo Cid also attended, as did the lawyer, Cláudia de Moraes Santos, who was invited to act as a secretary. The Company’s executive officers Evandro Leite Vasconcelos and João Batista Zolini Carneiro were also present, but did not vote.

3. Agenda:3.3. ACD E-092/2014 and F-016/2014 (Light S.A., Light Energia S.A. and Guanhães Energia Upon recommendation by the Finance and Management Committees, the Board of Directors, unanimously approved and instructed a favorable vote of the Board members appointed by the Company in the Board of Directors’ Meeting of Light Energia S.A. to resolve on the voting instructions of the representatives appointed thereby at the Extraordinary Shareholders’ Meeting of Guanhães Energia S.A. (“Guanhães”) to resolve on the latter’s 3rd issue of commercial promissory notes by Guanhães totaling up to two hundred million reais (R$200,000,000.00), maturing in April 2015.

Also upon recommendation by the Finance and Management Committees, the Board of Directors, unanimously approved to provide a personal guarantee within the scope of this 3rd issue of commercial promissory notes, by means of a suretyship attached to the credit instrument. This guarantee is proportional, partial and not joint with the Company and corresponds to fifty-one per cent (51%) of all obligations assumed by Guanhães within the scope of the 3 rd issue of commercial promissory notes by Guanhães, plus interest incurred in the operation, corresponding to the proportion of interest held by Light Energia S.A. in the capital stock of Guanhães. The 3rd issue of commercial promissory notes by Guanhães will amount to two hundred million reais (R$200,000,000.00), maturing in April 2015, as per ACD E-092/2014 and F-016/2014 of September 26, 2014.

3.5. Agreement no. F-014/2014 (Light S.A., Light S.E.S.A., Light Energia S.A. and LIGHT ESCO) – Amendment to bank debt covenants.The Board of Directors, based on the recommendation of the Finance Committee, unanimously approved the change in the net debt to EBITDA ratio to be observed by the Light Group to 3.75 times, verified in the Company’s consolidated financial statements (financial covenants) and has thus approved the execution by the Company, as guarantor of Light Serviços de Eletricidade S.A. (Light SESA), Light Energia S.A. (Light Energia) and Light Esco Prestação de Serviços S.A. (Light ESCO), of amendments to the debenture deeds and financing agreements , in order to change the financial covenants as follows (i) Loans through Law no. 4,131/62 with Citibank N.A. (entered into by Light SESA and Light Energia) and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (entered into by Light SESA) and the Financing Agreements with the Brazilian Development Bank - BNDES (entered into by Light SESA and Light ESCO) until the maturity date; (ii) in the 8th, 9th and 10th

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Page 2: Minutes of Board of Directors Meeting 09 26 2014

Minutes of the Extraordinary Board of Directors’ Meeting of Light S.A. held on September 26, 2014, at 4:00 p.m., via conference call. (Continued)

debenture issues of Light SESA, the 2nd and 3rd debenture issues of Light Energia until December 2018; (iii) Bank Credit Certificates (CCB) issued by Banco Bradesco S.A. in favor of Light SESA until December 2015; and (iv) Loan through Law 4,131/62 with Bank of America N.A. (entered into by Light SESA) until June 2015;

LIGHT S.E.S.A.:The Board of Directors, based on the recommendation of the Finance Committee, unanimously approved and instructed the Board members appointed by the Company at the Board of Directors' Meeting of Light S.E.S.A. to approve: 1) the change in the financial covenants as follows: (i) Loans through Law no. 4,131/62 with Citibank N.A. and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Financing Agreements with the Brazilian Development Bank – BNDES until the maturity date; (ii) the 8th, 9th and 10th debenture issues of Light SESA until December 2018; (c) Bank Credit Certificates (CCB) issued by Banco Bradesco S.A. until December 2015; and, (d) Loan through Law no. 4,131/62 with Bank of America N.A. until June 2015; and 2) the payment of an extraordinary premium to the debenture holders of the 9th and 10th debenture issues of Light SESA and Bank Credit Certificates (CCB) issued by Banco Bradesco S.A., to carry out the amendment described above, at an amount equivalent to 0.20% on the balance of the Debentures and CCB, corresponding to five million, three hundred and fifty-seven thousand, six hundred and fifty-two reais and forty centavos (R$5,357,652.40) on the reference date of July 31, 2014, to which taxes may be added; and the payment of thirty thousand reais (R$30,000.00) to the BNDES for the contractual amendment; Light Energia S.A.:The Board of Directors, based on the recommendation of the Finance Committee, unanimously approved and instructed the Board members appointed by the Company at the Board of Directors' Meeting of Light Energia S.A. to approve: 1) the change in the financial covenants as follows: Loans through Law no. 4,131/62 with Citibank N.A. until the maturity date and (ii) the 2nd and 3rd debenture issues of Light Energia until December 2018; and 2) the payment of an extraordinary premium to the debenture holders of the 2nd debenture issue of Light Energia at an amount equivalent to 0.20% on the balance of the Debentures, corresponding to eight hundred and forty-seven million, five hundred and ninety thousand reais, and fifty-six centavos on the reference date of July 31, 2014, to which taxes will be added; and Light ESCO:The Board of Directors, based on the recommendation of the Finance Committee, unanimously approved and instructed the Board members appointed by the Company at the Board of Directors' Meeting of Light ESCO to approve: 1) the change in the financial covenants until the maturity date for the BNDES Financing Agreements; and 2) payment to the BNDES of the total amount of two hundred and seventy thousand reais (R$270,000.00) for the contractual amendment, equivalent to thirty thousand (R$30,000.00) per financing agreement

This is a free English translation of the excerpt of the minutes drawn up in the Company’s records referring to the Board of Directors’ Meeting of Light S.A. held on this date.

Cláudia de Moraes SantosSecretary of the Board

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