Minutes of Extraordinary Shareholders Meeting

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LIGHT S.A. Corporate Taxpayer’s ID (CNPJ): 03.378.521/0001-75 Company Registry (NIRE) 33.3.0026316-1 Publicly-Held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF LIGHT S.A. HELD ON OCTOBER 30, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1 OF ARTICLE 130 OF LAW 6404/1976. 1. Date, time and venue : October 30, 2014, at 11:00 a.m., at the headquarters of Light S.A. (“Company”), located at Av. Marechal Floriano, 168, Parte, 2° andar, Corredor A, Centro, in the city and state of Rio de Janeiro. 2. Call Notice : The Call Notice was published on the issues of October 15, 16 and 17, 2014 of the Official Gazette of the State of Rio de Janeiro, and of Jornal do Commercio, national edition. 3. Attendance : The Shareholder’s Meeting was installed with the attendance of shareholders representing the majority of voting capital stock, as per signatures in the Shareholders’ Attendance Book. The Chief Finance and Investor Relations Officer, João Batista Zolini Carneiro, also attended the meeting. 4. Presiding : João Batista Zolini Carneiro, Chairman. Cláudia de Moraes Santos, Secretary. 5. Agenda : Election of one (1) sitting member of the Company’s Board of Directors, due to resignation. 6. Resolution : 6.1. Shareholders unanimously approved the drawn up of these minutes in summary format, pursuant to Paragraph 1 of Article 130 of Law 6404/1976. By unanimous decision, the reading of the matter in the agenda and of the related documents was waived. 6.2. In view of the resignation of Luiz Carlos da Silva Cantídio Junior as a sitting member of the Company’s Board of Directors, the

Transcript of Minutes of Extraordinary Shareholders Meeting

Page 1: Minutes of Extraordinary Shareholders Meeting

LIGHT S.A.Corporate Taxpayer’s ID (CNPJ): 03.378.521/0001-75

Company Registry (NIRE) 33.3.0026316-1Publicly-Held Company

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF LIGHT S.A. HELD ON OCTOBER 30, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1 OF ARTICLE 130 OF LAW 6404/1976.

1. Date, time and venue: October 30, 2014, at 11:00 a.m., at the headquarters of Light S.A. (“Company”), located at Av. Marechal Floriano, 168, Parte, 2° andar, Corredor A, Centro, in the city and state of Rio de Janeiro.

2. Call Notice: The Call Notice was published on the issues of October 15, 16 and 17, 2014 of the Official Gazette of the State of Rio de Janeiro, and of Jornal do Commercio, national edition.

3. Attendance: The Shareholder’s Meeting was installed with the attendance of shareholders representing the majority of voting capital stock, as per signatures in the Shareholders’ Attendance Book. The Chief Finance and Investor Relations Officer, João Batista Zolini Carneiro, also attended the meeting.

4. Presiding: João Batista Zolini Carneiro, Chairman. Cláudia de Moraes Santos, Secretary.

5. Agenda: Election of one (1) sitting member of the Company’s Board of Directors, due to resignation.

6. Resolution:6.1. Shareholders unanimously approved the drawn up of these minutes in summary format, pursuant to Paragraph 1 of Article 130 of Law 6404/1976. By unanimous decision, the reading of the matter in the agenda and of the related documents was waived.

6.2. In view of the resignation of Luiz Carlos da Silva Cantídio Junior as a sitting member of the Company’s Board of Directors, the shareholders elected, by a majority vote, with the votes for and against being recorded, as sitting member, Oscar Rodríguez Herrero, Spanish, married, business administrator, bearer of national registry of foreigners (RNE) number V485694-0, issued by CGPI/Direx/DPF, inscribed in the roll of individual taxpayers (CPF/MF) under number 060.185.177-36, with offices at Av. Juscelino Kubitscheck, 2.041 – 27º andar, CEP 04543-011, in the city and state of São Paulo, to serve the remaining term of office, i.e., until the Annual Shareholders’ Meeting that resolves on the accounts of the year ended on December 31, 2015.

6.2.1. The elected Board member previously , under the penalties of law, that he is not impeded from performing any acts related to the company's management, either by special law, or because of conviction of a crime or under the effects thereof, preventing him, even temporarily, from holding public positions, or due to bankruptcy crime, malfeasance, bribery, graft, embezzlement or crime against welfare, consumer relations, public faith or property, or has any

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Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).

temporary impediment applied by the Brazilian Securities and Exchange Commission which makes him ineligible to management positions in publicly-held companies, as established in Article 147, paragraph 2 of Law 6404/1976; he also declares that he meets the requirement of untarnished reputation in Article 147, paragraph 3 of Law 6404/1976 and does not hold a position in a company that is competitor of the Company, nor represents conflicting interest with those of the Company, pursuant to items I and II of Article 147, paragraph 3 of Law 6404/1976.

Pursuant to caput of Article 3, and paragraph 2 of Instruction 367 of the Brazilian Securities Commission, dated May 29, 2002, the respective copies of the statement of clearance and CVs of the hereby elected sitting member have been filed at the Company’s headquarters. 6.2.2. Thus, the Company’s Board of Directors is currently composed of eleven (11) sitting members and eleven (11) alternate members, as follows: a) Humberto Eustáquio César Mota, sitting member and César Vaz de Melo Fernandes, his alternate; b) Maria Estela Kubitscheck Lopes, sitting member and Carmen Lúcia Claussen Kanter, her alternate; c) Fabiano Macanhan Fontes, sitting member and Carlos Antonio Decezaro, his alternate; d) Oscar Rodriguez Herrero, sitting member and Marcelo Pedreira de Oliveira, his alternate; e) Sergio Alair Barroso, sitting member and Luiz Fernando Rolla, his alternate; f) Raul Belens Jungmann Pinto, sitting member and Fernando Henrique Schüffner Neto, his alternate; g) Djalma Bastos de Morais, sitting member and Wilson Borrajo Cid, his alternate; h) José Carlos Aleluia Costa, sitting member and José Augusto Gomes Campos, his alternate; i) Guilherme Narciso de Lacerda, sitting member and Jalisson Lage Maciel, his alternate; j) David Zylbersztajn, sitting member and Almir José dos Santos, his alternate; and, k) Carlos Alberto da Cruz, sitting member of the position for the employees’ representative and Magno dos Santos Filho, his alternate. Guilherme Narciso de Lacerda and David Zylberstajn, and their respective alternate members, comply with the requirements of the BM&FBovespa’s Novo Mercado Listing Rules, and are, therefore, Independent Members.

7. Closure: There being no further business to discuss, the votes were received, the manifestations were presented and these minutes were drawn up and subsequently signed by the Chairman, the Secretary and by all those present.

_____________________________João Batista Zolini Carneiro

_____________________________Cláudia de Moraes Santos

Chairman SecretaryShareholders:

______________________________________________________Companhia Energética de Minas Gerais – Cemig, represented by Carlos Henrique Cordeiro Finholdt_______________________________________________________Luce Empreendimentos e Participações S.A., represented by João Alan Haddad and Cláudia de Moraes Santos

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Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).

_______________________________________________________RME – Rio Minas Energia Participações S.A., represented by João Alan Haddad

________________________________________________________

FIDELITY INVESTMENTS MONEY MANAGEMENT INC.MANAGEMENT BOARD PUBLIC SERVICE PENSION FUNDMISSOURI EDUCATION PENSION TRUSTNEW YORK STATE COMMON RETIREMENT FUNDNORGES BANKNVIT INTERNATIONAL EQUITY FUNDPUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIOSCHRODER QEP EMERGING MARKETS FUNDSTATE SUPER FINANCIAL SERVICES INTERNATIONAL EQUITIES SECTOR TRUSTSTICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOLSTICHTING PENSIOENFONDS VOOR HUISARTSENTHE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUSTTHE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045833VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS

Rep/ and managed by J.P.MORGAN S.A. Distribuidora de Títulos e valores Mobiliários, represented by Nadia Andreza Oliveira Deodato

_________________________________________________________ACMBERNSTEIN SICAV - EMERGING MARKETS EQUITY PORTFOLIOACMBERNSTEIN SICAV - EMERGING MARKETS MULTI-ASSET PORTFOLIOACMBERNSTEIN SICAV - GLOBAL EQUITY INCOME PORTFOLIOALLIANCEBERNSTEIN CAP FUND, INC. - ALLIANCEBERNSTEIN EMERGING MARKETSMULTI-ASSET PORTFOLIOFIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUNDFIRST TRUST EMERGING MARKETS SMALL CAP ALPHADEX FUNDGLOBAL HIGH INCOME EQUITY FUNDGMO DEVELOPED WORLD STOCK FUND, A SERIES OF GMO TRUSTGMO FUNDS PLCGMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLCGMO INTERNATIONAL SMALL COMPANIES FUNDGMO WORLD EQUITY ALLOCATION INVESTMENT FUND PLC

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Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).

PIMCO DIVIDEND EMERGING MARKETS EQUITY SECTOR FUND LLCPIMCO FUNDS: GLOBAL INVESTORS SERIES PLCTHE GMO EMERGING MARKETS FUNDVANGUARD EMERGING MARKETS STOCK INDEX FUNDVANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARDINTERNATIONAL EQUITY INDEX FUNDSVANGUARD FUNDS PUBLIC LIMITED COMPANYVANGUARD GLOBAL EQUITY FUND, A SERIES OF VANGUARD HORIZON FUNDSVANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDSCOMMONWEALTH GLOBAL INFRASTRUCTURE FUND 3CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUNDOLD WESTBURY STRATEGIC OPPORTUNITIES FUNDALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGYALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGYASCENSION HEALTH MASTER PENSION TRUSTCALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEMCAUSEWAY EMERGING MARKETS GROUP TRUSTCITY OF NEW YORK GROUP TRUSTCOHEN & STEERS GLOBAL INCOME BUILDER, INC.COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC.COHEN & STEERS INFRASTRUCTURE FUND, INC.COLLEGE RETIREMENT EQUITIES FUNDEMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUNDEMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUNDEMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND BFIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING MARKETS FUNDFRANCISCAN ALLIANCE, INCGLOBAL ADVANTAGE FUNDS - EMERGING MARKETS HIGH VALUE TEILFONDSGMO IMPLEMENTATION FUND, A SERIES OF GMO TRUSTISHARES III PUBLIC LIMITED COMPANYISHARES MSCI BRAZIL SMALL CAP ETFISHARES PUBLIC LIMITED COMPANYISHARES V PUBLIC LIMITED COMPANYJOHN HANCOCK VARIABLE INSURANCE TRUST UTILITIES TRUSTKAISER PERMANENTE GROUP TRUSTLAZARD ASSET MANAGEMENT LLCMAINSTAY VP MFS UTILITIES PORTFOLIO

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Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).

MERCER INTERNATIONAL EQUITY FUNDMFS VARIABLE INSURANCE TRUST - MFS UTILITIES SERIESMINISTRY OF STRATEGY AND FINANCEMUNICIPAL EMPLOYEES RETIREMENT SYSTEM OF MICHIGANPENSION PROTECTION FUNDPIMCO DIVIDEND AND INCOME BUILDER FUNDPIMCO EQS DIVIDEND FUNDPIMCO EQUITY SERIES: PIMCO BALANCED INCOME FUNDREGIME DE RENTES DU MOUVEMENT DESJARDINSSANFORD C. BERNSTEIN FUND, INC - OVERLAY A PORTFOLIOSANFORD C. BERNSTEIN FUND, INC - TAX-AWARE OVERLAY A PORTFOLIOSSGA ACTIVE EMERGING MARKETS SECURITIES LENDING QP COMMON TRUSTFUNDSSGA ACTIVE EMERGING MARKETS SELECT SECURITIES LENDING QIB COMMONTRUST FUNDSSGA ACTIVE EMERGING MARKETS SMALL CAP SECURITIES LENDING QIBCOMMON TRUST FUNDSSGA EMERGING MARKETS FUNDSSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON-LENDING COMMONTRUST FUNDSTATE OF OREGONSTATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAXEXEMPT RETIREMENT PLANSSTATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTSSMALL CAP INDEX SEC LENDING FDSTATE STREET EMERGING MARKETSSTATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA EMERGINGMARKETS SELECT EQUITY FUNDSTATE STREET GLOBAL ADVISORS, CAYMAN LTDTEACHER RETIREMENT SYSTEM OF TEXASTEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOISTHE GLENMEDE FUND, INC. PHILADELPHIA INTERNATIONAL EMERGING MARKETS FUNDTHE MONETARY AUTHORITY OF SINGAPORETRILOGY INVESTMENT FUNDS PLCWASHINGTON STATE INVESTMENT BOARDWISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUNDACADIAN EMERGING MARKETS EQUITY FUNDACADIAN EMERGING MARKETS EQUITY II FUND, LLCACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND, LLCADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO

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Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).

BELL ATLANTIC MASTER TRUSTCF DV ACWI EX-U.S. IMI FUNDCORNELL UNIVERSITYEATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUNDEMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAIIENSIGN PEAK ADVISORS, INC.EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONSFLORIDA RETIREMENT SYSTEM TRUST FUNDJOHN DEERE PENSION TRUSTLOUISIANA STATE EMPLOYEES RETIREMENT SYSTEMMELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLANMOUNT WILSON GLOBAL FUND L.P.ONTARIO POWER GENERATIONS INC. PENSION PLANPUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHOROBECO EMERGING CONSERVATIVE EQUITIES DSTROGERSCASEY TARGET SOLUTIONS, LLCRUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUNDRUSSELL INSTITUTIONAL FUNDS, LLC- RUSSELL GLOBAL LISTED INFRASTRUCTURE FUNDSTATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUSTTHE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEMTHE PENSION RESERVES INVESTMENT MANAGEMENT BOARDUNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUSTUPS GROUP TRUSTVIRGINIA RETIREMENT SYSTEMWEST VIRGINIA INVESTMENT MANAGEMENT BOARDADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIOADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIOCAUSEWAY EMERGING MARKETS FUNDEGSHARES BRAZIL INFRASTRUCTURE ETFEGSHARES EM DIVIDEND HIGH INCOME ETFING INTERNATIONAL SMALLCAP FUNDLEUTHOLD CORE INVESTMENT FUNDLEUTHOLD GLOBAL FUNDLEUTHOLD GLOBAL INDUSTRIES FUNDMARKET VECTORS BRAZIL SMALL-CAP ETF

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Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).

THE BANK OF KOREAWISDOMTREE EMERGING MARKETS EQUITY INCOME FUNDWISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUNDDOMINION RESOURCES, INC. MASTER TRUSTFORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUSTMARSH & MCLENNAN MASTER RETIREMENT TRUSTMICROSOFT GLOBAL FINANCEONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION TRUST FUNDTHE PFIZER MASTER TRUSTUTAH STATE RETIREMENT SYSTEMSWHEELS COMMON INVESTMENT FUND

Rep/ Citibank N.A., represented by Nadia Andreza Oliveira Deodato

_________________________________________________________HSBC INTERNATIONAL SELECT FUND - MULTIALPHA GLOBAL EMERGING MARKETS EQUITYROBECO CAPITAL GROWTH FUNDSBEST INVESTMENT CORPORATION

Rep/ HSBC CTVM S.A., represented by Nadia Andreza Oliveira Deodato

________________________________________________________AMUNDI FUNDSRep/ Banco Itaú Unibanco S.A., represented by Nadia Andreza Oliveira Deodato

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