LIGHT S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 03.378.521/0001-75
Company Registry (NIRE): 33.3.0026.316-1
Publicly-Held Company
EXCERPT OF THE MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF LIGHT S.A.
HELD ON JANUARY 19, 2015, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO
PARAGRAPH ONE OF ARTICLE 130 OF LAW 6,404 OF DECEMBER 15, 1976 (“BRAZILIAN
CORPORATION LAW”).
1. Date, time and venue: January 19, 2015, at 2:00 p.m., at the headquarters of Light S.A.
("Company"), located at Avenida Marechal Floriano, 168, parte, 2º andar, corredor A, Centro, in
the city and state of Rio de Janeiro.
2. Attendance: The sitting Board members Sergio Alair Barroso, Chairman of the Meeting,
Djalma Bastos de Morais, Raul Belens Jungmann Pinto, Guilherme Narciso de Lacerda and
Carlos Alberto da Cruz, and the acting alternate Board members César Vaz de Melo
Fernandes, Carmen Lúcia Claussen Kanter, José Augusto Gomes Campos, Marcelo Pedreira
Oliveira and Almir José dos Santos attended the meeting. The alternate Board member Wilson
Borrajo Cid also attended the meeting but abstained from voting. The attorney Cláudia de
Moraes Santos was invited to act as Secretary of the Meeting. The Company’s CEO, Paulo
Roberto Ribeiro Pinto, and the Executive Officers João Batista Zolini Carneiro, Andreia Ribeiro
Junqueira e Souza, Paulo Carvalho Filho, Fernando Antonio Fagundes Reis, Ricardo Cesar
Costa Rocha and Luiz Otávio Ziza Mota Valadares were also present but did not vote.
3. Matters addressed:
3.4. ACD E-004/2015 (Light S.A. and Light ESCO S.A.) – Re-ratify the voting instruction
concerning the (BNDES) Proesco – Energy Efficiency Project financing at Shopping Rio
Design Leblon.
By recommendation of the Management Committee, the Board of Directors, having the Board
member Guilherme Narciso de Lacerda abstained from voting, instructed the Board Members
appointed by the Company to vote favorably at the meeting of the Board of Directors of Light
ESCO – Prestação de Serviços S.A. (“Light Esco”) which will resolve on the rectification of the
term of use and grace period related to the contracting of a financing from BNDES, from until
March 15, 2015 to until February 15, 2015, with all other conditions related to the financing
already approved by the Board of Directors of Light S.A. on December 12, 2014 and by the
Board of Directors of Light ESCO on December 12, 2014 remaining unchanged, pursuant to the
terms and other conditions included in the Dir. Letter 300/2014 sent with the Decision of the
Board of BNDES P-12/2014 of October 6, 2014, as per the ACD E-004/2015, of January 23,
2015.
3.8. Call for Extraordinary Shareholders’ Meeting and voting instruction to change the
composition of the Board of Directors of Light S.A., Light S.E.S.A. and Light Energia S.A.
The Board of Directors unanimously approved the Chairman’s proposal to call an Extraordinary
Shareholders’ Meeting, to be held on February 5, 2015, at 10:00 a.m., to resolve on the change
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Minutes of the Board of Directors’ Meeting of Light S.A. held on January 19, 2015, at 2:00 p.m. (continuation)
in the composition of the Board of Directors. In case the quorum is not achieved, a second call
will be made within the legal term.
The Board of Directors unanimously instructed the Board Members appointed by the Company
to vote favorably at the meeting of the Board of Directors of Light S.E.S.A. which will resolve on
the call for an Extraordinary Shareholders’ Meeting of Light S.E.S.A. to be held on February 5,
2015, at 11:00 a.m., to resolve on the change in the composition of the Board of Directors.
The Board of Directors unanimously instructed the Board Members appointed by the Company
to vote favorably at the meeting of the Board of Directors of Light Energia S.A. which will resolve
on the call for an Extraordinary Shareholders’ Meeting of Light Energia S.A. to be held on
February 5, 2015, at 12:00 p.m., to resolve on the change in the composition of the Board of
Directors.
4. Resignation of members of the Company’s Board of Directors and Removal of Member
of the Company’s Board of Executive Officers.
4.1. Resignation of members of the Company’s Board of Directors
The Chairman of the Board of Directors informed that he received a letter of resignation from
the sitting Board members Sergio Alair Barroso, Humberto Eustáquio César Mota, Raul Belens
Jungmann Pinto, Maria Estela Kubitschek Lopes, Djalma Bastos de Morais and David
Zylbersztajn, as well as from the alternate Board members Luiz Fernando Rolla, Carmen Lucia
Claussen Kanter, Wilson Borrajo Cid, José Augusto Gomes Campos and Almir José dos
Santos.
Aiming to prevent the Board of Directors from lacking the minimum number of members
necessary to make decisions, the presently resigning Board members informed that they will
remain on their respective positions until the Extraordinary Shareholders’ Meeting that will
resolve on this matter, and their date of resignation will officially be the date of said meeting.
The other Board members expressed their gratitude to Sergio Alair Barroso, Humberto
Eustáquio César Mota, Raul Belens Jungmann Pinto, Maria Estela Kubitschek Lopes, Djalma
Bastos de Morais, David Zylbersztajn, Luiz Fernando Rolla, Carmen Lucia Claussen Kanter,
Wilson Borrajo Cid, José Augusto Gomes Campos and Almir José dos Santos and praised their
work during the time they acted as Board members of the Company.
This is a free English translation of the excerpt of the minutes recorded in the Company’s
records of the Board of Directors’ Meeting of Light S.A. held on this date.
4.2. Removal of Member of the Company’s Board of Executive Officers
The Board of Directors unanimously approved the removal of the Energy and Business
Development Officer, Evandro Leite Vasconcelos, and the election of Paulo Roberto
Ribeiro Pinto, Brazilian, married, accountant, holder of identification document no.
2366736, issued by IFP/RJ, inscribed in the roll of corporate taxpayers (CPF/MF) under
number 126.023.707-97, with office at Avenida Marechal Floriano, 168, Centro, Rio de
Janeiro/RJ, CEP 20080-002, the Company’s current Chief Executive Officer, to temporarily
replace him as Energy and Business Development Officer at Light S.A., Light S.E.S.A.,
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Minutes of the Board of Directors’ Meeting of Light S.A. held on January 19, 2015, at 2:00 p.m. (continuation)
Light Energia S.A., Lightcom – Comercializadora de Energia S.A. and Itaocara Energia
Ltda as of January 19, 2015, while also holding the position of Chief Executive Officer, in
order to complete the current term of office, i.e. until August 7, 2015, with no changes in the
other Executive Officer positions.
4.2.1. Board of Executive Officers of Light – Serviços de Eletricidade S.A.
In view of the removal of the Energy and Business Development Officer of Light S.E.S.A.,
this Board of Directors has unanimously approved and instructed the Board members
appointed by the Company in the Board of Directors of Light S.E.S.A. to approve the
removal of the Energy and Business Development Officer, Evandro Leite Vasconcelos, and
the election of Paulo Roberto Ribeiro Pinto, Brazilian, married, accountant, holder of
identification document no. 2366736, issued by IFP/RJ, inscribed in the roll of corporate
taxpayers (CPF/MF) under number 126.023.707-97, with office at Avenida Marechal
Floriano, 168, Centro, Rio de Janeiro/RJ, CEP 20080-002, Light S.E.S.A.’s current Chief
Executive Officer, to temporarily replace him as Energy and Business Development Officer
as of January 21, 2015, while also holding the position of Chief Executive Officer, in order
to complete the current term of office, i.e. until August 7, 2015, with no changes in the other
Executive Officer positions.
4.2.2. Board of Executive Officers of Light Energia S.A.
In view of the removal of the Energy and Business Development Officer of Light Energia
S.A., Evandro Leite Vasconcelos, this Board of Directors has unanimously approved and
instructed the Board members appointed by the Company in the Board of Directors of Light
Energia S.A. to approve the removal of the Energy and Business Development Officer,
Evandro Leite Vasconcelos, and the election of Paulo Roberto Ribeiro Pinto, Brazilian,
married, accountant, holder of identification document no. 2366736, issued by IFP/RJ,
inscribed in the roll of corporate taxpayers (CPF/MF) under number 126.023.707-97, with
office at Avenida Marechal Floriano, 168, Centro, Rio de Janeiro/RJ, CEP 20080-002, Light
Energia S.A.’s current Chief Executive Officer, to temporarily replace him as Energy and
Business Development Officer as of January 21, 2015, while also holding the position of
Chief Executive Officer, in order to complete the current term of office, i.e. until August 7,
2015, with no changes in the other Executive Officer positions.
4.2.3. Board of Executive Officers of Lightcom – Comercializadora de Energia S.A.
In view of the removal of Executive Officer Evandro Leite Vasconcelos, this Board of
Directors has unanimously approved and instructed the Board members appointed by the
Company in the Extraordinary Shareholders’ Meeting of Lightcom- Comercializadora de
Energia S.A. to approve the removal of Executive Officer Evandro Leite Vasconcelos, and
the election of Paulo Roberto Ribeiro Pinto, Brazilian, married, accountant, holder of
identification document no. 2366736, issued by IFP/RJ, inscribed in the roll of corporate
taxpayers (CPF/MF) under number 126.023.707-97, with office at Avenida Marechal
Floriano, 168, Centro, Rio de Janeiro/RJ, CEP 20080-002, current Chief Executive Officer,
to temporarily replace him as Executive Officer as of January 21, 2015, while also holding
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Minutes of the Board of Directors’ Meeting of Light S.A. held on January 19, 2015, at 2:00 p.m. (continuation)
the position of Chief Executive Officer, in order to complete the current term of office, i.e.
until December 10, 2015, with no changes in the other Executive Officer positions.
4.2.4. Board of Itaocara Energia Ltda.
In view of the removal of Executive Officer Evandro Leite Vasconcelos, this Board of
Directors has unanimously approved and instructed the Board members appointed by the
Company in the Partners’ Meeting of Itaocara Energia Ltda., to approve the removal of
Executive Officer Evandro Leite Vasconcelos, and the election of Paulo Roberto Ribeiro
Pinto, Brazilian, married, accountant, holder of identification document no. 2366736, issued
by IFP/RJ, inscribed in the roll of corporate taxpayers (CPF/MF) under number
126.023.707-97, with office at Avenida Marechal Floriano, 168, Centro, Rio de Janeiro/RJ,
CEP 20080-002, current Chief Executive Officer, to temporarily replace him as Executive
Officer as of January 21, 2015, while also holding the position of Chief Executive Officer, in
order to complete the current term of office, i.e. until August 10, 2015, with no changes in
the other Executive Officer positions.
Cláudia de Moraes Santos
Secretary of the Meeting
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