LIGHT S.A.
Corporate Taxpayer’s ID (CNPJ/MF) no. 03.378.521/0001-75
Corporate Registry ID (NIRE) no. 33.300.263.16-1
PUBLICLY-HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF LIGHT S.A., HELD ON
SEPTEMBER 28, 2007, DRAWN UP IN THE SUMMARY FORMAT, AS ALLOWED BY
PARAGRAPH 1, OF ARTICLE 130 OF LAW 6,404/76.
1. Date, time and place: September 28, 2007, at 3:00 P.M., at Av. Marechal Floriano, nº
168, parte, 2º andar, Corredor A, Centro, in the City and State of Rio de Janeiro..
2. Attendees: Sitting Members Aldo Floris, Alessandro Monteiro Morgado Horta, Djalma
Bastos de Morais, Eduardo Borges de Andrade, José Luiz Silva, Raphael Hermeto de
Almeida Magalhães, Sérgio Landau and Wilson Nélio Brumer, Chairman of the meeting, as
well as deputy members in office Almir José dos Santos, Ana Marta Horta Veloso and Paulo
Reckziegel Guedes. The following deputy members also attended the meeting, however,
without participating in the voting: Alfredo Salomão Neto, Bruno Constantino Alexandre dos
Santos, Celso Fernandez Quintella, João Batista Zolini Carneiro, Lauro Alberto De Luca and
Ruy Flaks Schneider. Attorney Patricia Veiga Borges was invited to be the secretary of the
meeting. Officers José Luiz Alquéres and Ronnie Vaz Moreira also attended the meeting, as
well as members of the Fiscal Council Ari Barcelos da Silva, Aristóteles Luiz Menezes
Vasconcellos Drummond, Beatriz Oliveira Fortunato and Isabel da Silva Ramos
Kemmelmeier.
3. Matters Discussed – Resolutions:
3.1. Capital Stock Increase.
The Board of Directors, after a presentation by Officer Ronnie Vaz Moreira, pursuant to
paragraph two and the “caput” of Article 5, of the Bylaws, which regulate the conditions and
the Company’s authorized capital limit, approved the Company’s capital stock increase, in
the amount of one million, five hundred and twenty-seven thousand, seventeen reais and
seven centavos (R$1,527,017.07), resulting from the exercise of rights inherent to a
Subscription Bonus between July 28 and September 28, 2007. The increase takes place
upon the issuance of one hundred and thirty-one million, nine hundred and seventy-one
thousand (131,971,000) non-par book-entry common shares. Due to the increase resolved
on, the Company’s capital stock shall be two billion, one hundred and thirty-eight million, five
hundred and six thousand, seven hundred and sixteen reais and forty-five centavos
(R$2,138,506,716.45) represented by one hundred and ninety-six billion, three hundred and
ninety million, seven hundred and ninety thousand, one hundred and eighty-two
(196,390,790,182) non-par book-entry common shares. The shares issued due to the
exercise of rights inherent to the Subscription Bonus, between July 28 and September 28,
2007, shall fully participate in a possible payment of dividends and interest on equity to be
approved by the Company, corresponding to the fiscal year of 2007, subscription year of the
shares.
3.1.1. Call of the Company’s Extraordinary Shareholders Meeting.
The Board of Directors approved the call of the Company’s Extraordinary Shareholders
Meeting to resolve on the amendment to the wording of Article 5 of the Bylaws to reflect the
Company’s capital increase pursuant to item 3.1 above.
3.2. Payment of Dividends.
The Board of Directors, given the provisions in Article 24 of the Company’s Bylaws,
approved, by unanimous vote:
(i)
to declare dividends of five hundred and eighteen million reais (R$518,000,000.00),
based on the balance sheet of June 30, 2007 to be divided by the number of
subscribed shares up to October 26, 2007, to the net retained earnings account, in
accordance with paragraph 2 of Article 204 of Law 6,404/76. Given the possibility of
holders of the Company’s subscription bonus exercise, up to October 26, 2007, the
rights granted to the subscription bonus, the calculation of the dividend by share shall
only be disclosed on October 29, 2007. Such dividends shall be available to
shareholders as of November 21, 2007, without withholding income tax (pursuant to
Article 10 of Law 9,249/95). Thus, transfers of shares as of October 29, 2007 will be
made ex dividends; and
(ii)
that (a) the shareholders who have their registration updated with Banco Bradesco
S.A. shall have dividends available as of November 21, 2007, without monetary
restatement, in their banks, as provided to the depository institutions; (b) the
shareholders using fiduciary custodies shall have their dividends credited according to
the procedures adopted by the Stock Exchanges; (c) the shareholders with shares held
in custody at CBLC shall be paid by means of the respective depositing brokers; and
(d) the shareholders who do not have their registration updated shall go to one of the
branches of Banco Bradesco S.A. to regulate their registrations, and receive the
amount they are entitled to.
3.3. Proposal of Dividends Policy.
The Board of Directors approved, by unanimous vote, the proposal of the Company’s
Dividends Policy under the terms presented by the Board of Executive Officers.
3.4. Amendment to the terms of the subscription bonus of the Company’s shares.
The Board of Directors approved, by unanimous vote, the proposal of the Board of Executive
Officers for the amendment to the terms of the subscription bonus of the Company’s shares,
granted to debentureholders of the 4th Issue of Light Serviços de Eletricidade S.A.,
authorizing the Management to carry out all acts necessary to the compliance with this
resolution.
3.5. Vote Orientation of the Management of Light S.A. at the Extraordinary
Shareholders Meeting of Light S.E.S.A.
The Board of Directors approved, by unanimous vote, the vote orientation of Light S.A. at the
Extraordinary Shareholders Meeting of Light S.E.S.A. in view to approve (i) the amendment
to the wording of Article 5 of the Bylaws to reflect the capital increase of Light S.E.S.A.
pursuant to the terms approved by the Board of Directors, and (ii) the amendments to the
Deed of the 4th Issue of Convertible Debentures of Light S.E.S.A. under the terms approved
by the Board of Directors of Light S.E.S.A., authorizing the Management to execute the
respective addendum, since such amendments are previously approved by the
debentureholders.
4. Closure: There being no further business to discuss, these minutes were drawn up,
which, after being read and approved, were signed by all in attendance. Rio de Janeiro,
September 28, 2007. Chairman: Wilson Nélio Brumer; Secretary: Patricia Veiga Borges;
Board members: Aldo Floris, Alessandro Monteiro Morgado Horta, Djalma Bastos de Morais,
Eduardo Borges de Andrade, José Luiz Silva, Raphael Hermeto de Almeida Magalhães,
Sérgio Landau, Almir José dos Santos, Ana Marta Horta Veloso and Paulo Reckziegel
Guedes, Alfredo Salomão Neto, Bruno Constantino Alexandre dos Santos, Celso Fernandez
Quintella, João Batista Zolini Carneiro, Lauro Alberto De Luca and Ruy Flaks Schneider.
This is a free English translation of the certificate of the resolutions adopted at the Board of
Directors’ meeting of Light S.A., held on this date. Rio de Janeiro, September 28, 2007.
Patricia Veiga Borges, Secretary of the Meeting. TRADE BOARD OF THE STATE OF RIO
DE JANEIRO. I certify the granting on October 5, 2007, AND THE REGISTRATION UNDER
THE NUMBER AND DATE BELOW. LIGHT S/A. NO. 1740597, DATE: October 5, 2007.
Valéria G. M. Serra, GENERAL SECRETARY.