LIGHT S.A. Corporate Taxpayer`s ID (CNPJ/MF) 03.378.521/0001
Transcription
LIGHT S.A. Corporate Taxpayer`s ID (CNPJ/MF) 03.378.521/0001
LIGHT S.A. Corporate Taxpayer’s ID (CNPJ/MF) 03.378.521/0001-75 COMPANY REGISTRY (NIRE) 33.300.263.16-1 Publicly-Held Company MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF LIGHT S.A., HELD CUMULATIVELY ON APRIL 10, 2015, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO ARTICLE 130, PARAGRAPH 1, OF LAW 6404/76. 1. Date, time and venue: April 10, 2015, at 2:30 p.m., at the headquarters of Light S.A. (“Light” or “Company”), located at Av. Marechal Floriano, 168, parte, 2º andar, Corredor A, Centro, in the city and state of Rio de Janeiro. 2. Call Notice: The Meetings were duly called through the publication of the Call Notice on March 11, 12 and 13, 2015, on pages 27, 50 and 32, and on the 3rd day, pages 35 and 36, of the respectively, of the Diário Oficial do Estado do Rio de Janeiro and pages A-3, A-5 and A-3 respectively, of the newspaper Jornal do Commercio, national edition. 3. Attendance and Quorum: Shareholders representing 67.81% of the voting capital stock, as per the signatures in the Shareholders’ Attendance Book, constituting a sufficient quorum to install the Annual and Extraordinary Shareholders' Meetings. Also present were the Company’s Chief Financial and Investor Relations Officer, João Batista Zolini Carneiro, the representatives of Deloitte Touche Tohmatsu Auditores Independentes, Marcelo Salvador, inscribed in the Minas Gerais Regional Accounting Council (CRC/MG) under no. 089.422/O-2, Angela Pierucci Magalhães, bearer of Identity Card (RG) no. 103829883, and Bruno Chaib Demarco inscribed in the Rio de Janeiro Regional Accounting Council (CRC/RJ) under no. 112.619/O-2, pursuant to paragraph one of Article 134 of Law 6404/76, and Fiscal Council member Francisco Luiz Moreira Penna, pursuant to Article 164 of Law 6404/76. 4. Presiding Board: João Batista Zolini Carneiro, Chairman. Cláudia de Moraes Santos was chosen to serve as Secretary. 5. Agenda: At the Extraordinary Shareholders' Meeting 5.1. To change the composition of the Company’s Board of Directors by replacing a sitting member with his alternate member, and vice-versa, for the Board’s remaining term of office, i.e. until the Annual Shareholders’ Meeting to be held in 2016. At the Annual Shareholders' Meeting: 5.2. To acknowledge Management’s accounts and examine, discuss and vote on the Financial Statements for the fiscal year ended December 31, 2014; 5.3. To resolve on the allocation of net income for the fiscal year ended December 31, 2014; 5.4. To determine Management’s overall annual compensation; 5.5. To install the Fiscal Council and elect its members; and, 5.6. To determine the Fiscal Council’s overall annual compensation.. Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). 6. Reading of Documents, Voting and Drawing up of the Minutes: 6.1. The following documents were made available regarding the matters to be dealt with at the Meetings: 1) the Call Notices; 2) Management’s Report and the Financial Statements for the fiscal year ended December 31, 2014, accompanied by the External Auditors’ Report by Deloitte Touche Tohmatsu Auditores Independentes, published on March 20, 2015, on pages C-1 to C-12 of the special edition of the newspaper Jornal do Commercio and on pages 33 to 51 of the Diário Oficial do Estado do Rio de Janeiro; 3) Management’s Proposal containing: (a) Management’s Comments, pursuant to item 10 of Exhibit 24 of CVM Instruction 480/2009; (b) the Fiscal Council’s Report; (c) the proposal for the allocation of net income for the fiscal year ended December 31, 2014, as well as its Exhibit, pursuant to CVM Instruction 481/2009 (Exhibit 9-1-II); (d) the proposal for Management’s compensation, pursuant to Item 13 of Exhibit 24 of CVM Instruction 480/2009; and, (e) other information on the items included in the agenda of the Shareholders’ Meetings, especially with regard to the members appointed to the Fiscal Council, pursuant to items 12.5 to 12.10 of Exhibit A of CVM Instruction 552/2014. The reading of the documents related to the matters to be resolved at the Shareholders’ Meeting was unanimously waived by the voting shareholders, since the content thereof was fully known to all of them. 6.2. The votes, abstentions, protests and dissenting votes were received, numbered and authenticated by the Presiding Board and will be filed at the Company’s headquarters, pursuant to article 130, paragraph one, item a, of Law 6404/1976. 6.3. The minutes will be drawn up as a single instrument pursuant to article 131, sole paragraph, of Law 6,404/76. 7. Resolutions Taken: 7.1. The shareholders unanimously approved the drawing up of these minutes in summary format, pursuant to paragraph one of Article 130 of Law 6404/1976. At the Extraordinary Shareholders' Meeting: 7.2. The abstention of shareholders representing two point six one percent (2.61%) of the capital stock and the opposing vote of shareholders representing two point six five percent (2.65%) of the capital stock having been duly registered, a majority of the shareholders approved the decision the change the composition of the Company’s Board of Directors, by replacing a sitting member with his alternate and vice-versa, for the Board’s remaining term of office, i.e. until the Annual Shareholders’ Meeting to be held in 2016, as follows: as the sitting member, Marcelo Pedreira de Oliveira, Brazilian, married, economist, bearer of identity card (RG) no. 06.359.9708, issued by IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 003.623.457-59, and domiciled in the city and state of Rio de Janeiro, at Rua Voluntários da Pátria, 126, sala 601, Botafogo, CEP 22270-010, and as his alternate, Oscar Rodríguez Herrero, Spanish, married, business administrator, bearer of foreigner's identity card (RNE) no. V485694-0, issued by CGPI/Direx/DPF, inscribed in the roll of individual taxpayers (CPF/MF) under no. 060.185.177-36, and domiciled in the city and state of São Paulo, at Av. Juscelino Kubitscheck, 2.041, 27º andar, CEP 04543-011. 2 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). At the Annual Shareholders' Meeting: 7.3. The abstention by written vote presented to the Presiding Board of shareholders representing three point seven three percent (3.73%) of the capital stock having been duly registered, the voting shareholders unanimously approved Management’s accounts, the balance sheet and other Financial Statements, together with the Fiscal Council’s favorable Report and the Independent Auditors’ Report, all of which referring to the fiscal year ended December 31, 2014. 7.4. The abstention by written vote presented to the Presiding Board of shareholders representing one point four nine percent (1.49%) of the capital stock having been duly registered, the voting shareholders unanimously approved Management’s proposal for the allocation of net income for fiscal year 2014 and the proposed Capital Budget for fiscal year 2015. Net income for fiscal year 2014 totaled six hundred and sixty-two million, eight hundred and thirty-one thousand, two hundred and ninety-five reais and ten centavos (R$662,831,295.10), which will be allocated as follows: (a) thirty-three million, one hundred and forty-one thousand, five hundred and sixty-four reais and seventy-six centavos (R$33,141,564.76 for the constitution of the legal reserve, equivalent to five per cent (5%) of annual net income, pursuant to the legislation in force; (b) one hundred and fifty-seven million, four hundred and twenty-two thousand, four hundred and thirtytwo reais and fifty-nine centavos (R$157,422,432.59) to be paid to shareholders as dividends; and (c) the remainder, totaling four hundred and seventy-two million, two hundred and sixtyseven thousand, two hundred and ninety-seven reais and seventy-six centavos (R$472,267,297.76), to the profit reserve, based on the capital budget. In addition, nineteen million, six hundred and seventy-four thousand, three hundred and twenty-one reais and ninetytwo centavos (R$19,674,321.92) will be added to the latter amount, as a result of the realization of the asset valuation adjustment, allocated to the profit reserve, based on the capital budget, giving a total of four hundred and ninety-one million, nine hundred and forty-one thousand, six hundred and nineteen reais and sixty-eight centavos (R$491,941,619.68). The shareholders Antonia Cliucy Pires Chaves, Axel Erhard Brod, Benedito Carlos Dias da Silva, Carlos Eduardo Ferreira Correa, Dedina Luisa Bernardelli, Engeform Construções e Comércio Ltda., Gabriel Agostini, Gabriel Agostini Filho, Giovanni Bernadelli, Intersul Assessoria Financeira S/C Ltda., Itacare Consultoria Ltda., Jayme Berbat, Maria Suzana Villac Abucham, Pedro Paulo de Souza, Rabo de Peixe Transporte Serviços Marítimos e Empreendimentos Turisticos Ltda., Ramiro Martinez Filho, Rosane Moraes Coutinho de Oliveira, Samuel Rodrigues Gontijo, Tiago Martins Lins e Silva, Victor Adler and Vic DTVM S.A., holders of shares representing one point one two percent (1.12%) of the capital stock proposed that the above-mentioned dividends be paid within sixty (60) days. Said proposal was put to the vote and was rejected by the other attending shareholders, representing sixty-six point six nine percent (66.69%) of the capital stock. Accordingly, the attending shareholders resolved to approve Management’s Proposal for the payment of dividends totaling one hundred and fifty-seven million, four hundred and twenty-two thousand, four hundred and thirty-two reais and fifty-nine centavos (R$157,422,432.59), equivalent to R$0.7719 per common share, by December 31, 2015, without monetary restatement or withholding income tax pursuant to article 10 of Law 9249/95). Shareholders of record on the date of this Annual Shareholders’ Meeting, will be entitled to receive payment. The declaration of vote by the shareholder Luis Cláudio Leal Vital was duly registered and is attached hereto as Exhibit I. 3 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). 7.5. The abstention by written vote presented to the Presiding Board of shareholders representing two point six one percent (2.61%) of the capital stock having been duly registered, the voting shareholders unanimously approved the installation of the Company’s Fiscal Council, which shall be composed by five (5) sitting members and the same number of alternate members, with a term of office of one (1) year terminating in the date of the Annual Shareholders’ Meeting to be held in 2016. 7.5.1. The abstention by written vote presented to the Presiding Board of shareholders representing two point six one percent (2.61%) of the capital stock having been duly registered, the voting shareholders unanimously elected the following sitting members of the Fiscal Council and their respective alternates appointed by the controlling shareholder: (a) as a sitting member: Edson Machado Monteiro, Brazilian, married, economist, domiciled at Rua Mar de Espanha, 525, Santo Antônio, Belo Horizonte, MG, bearer of identity card (RG) no. MG-458.111, issued by PCMG, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 102.027.571-53; and as his alternate: Izauro dos Santos Callais, Brazilian, single, civil servant, domiciled at Rua Paulo Affonso Tristão, 50, apto 401, bairro Vivendas da Serra, Juiz de Fora, MG, bearer of identity card (RG) no.MG-11.774.234, issued by SSP/MG, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 051.566.306-93; (b) as a sitting member: Adriano Pereira de Paula, Brazilian, divorced, economist, domiciled at Condomínio Ecológico Village III, casa 79, Jardim Botânico, Brasília, DF, bearer of identity card (RG) no. 5556201-2, issued by IFP/RJ , and inscribed in the roll of individual taxpayers (CPF/MF) under no. 743.481.327-04; and as his alternate: Leonardo Rodrigues Tavares, Brazilian, married, production engineer, domiciled at Rua Yvon Magalhães Pinto, 573, 1º andar, São Bento, Belo Horizonte, MG, bearer of identity card (RG) no. MG 11.884.606, issued by SSP/MG, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 067.847.996-82; (c) as a sitting member Raphael Manhães Martins, Brazilian, single, attorney, domiciled at Rua Araújo Porto Alegre, 36, Grupo 1.102, Centro, Rio de Janeiro, RJ, bearer of identity card (RG) no. 147.187, issued by the Brazilian Bar Association (OAB/RJ), and inscribed in the roll of individual taxpayers (CPF/MF) under no. 096.952.607-56; and as his alternate: Jayme Silva Filho, Brazilian, married, businessman, domiciled at Rua Dr. Fuad Rachid, 42, Bairro Centenário, Visconde do Rio Branco, MG, bearer of identity card (RG) no. MG 991.203, issued by SSP/MG, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 284.597.176-75; (d) as a sitting member: Luís Aniceto Silva Cavicchioli, Brazilian, stable union, bank employee, domiciled at SAUN Quadra 05, lote B, Torre I, Brasília, DF, bearer of identity card (RG) no. 19.220.519, issued by SSP/SP, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 085.987.588-17; and as his alternate: Francisco Vicente Santana Silva Telles, Brazilian, divorced, accountant, domiciled at Rua Voluntários da Pátria, 126/502, Botafogo, Rio de Janeiro/RJ, bearer of identity card (RG) no. 07751450-3, issued by IFP/RJ, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 000.461.527-17; (e) as a sitting member: Rafael Amorim de Amorim, Brazilian, single, attorney and business administrator, domiciled at QRSW 7, B-8, apartamento 305, Sudoeste, Brasília, DF, bearer of identity card (RG) no. 9082071326, issued by SJS/RS, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 975.262.740-49; and as his alternate: Moacir Dias Bicalho Júnior, Brazilian, married, business administrator, domiciled at SHIS Quadra 26, conjunto 01, casa 19, Lago Sul Brasília, DF, bearer of identity card (RG) no. 1035761, issued by SSP/DF, and inscribed in the roll of individual taxpayers (CPF/MF) under no. 244.014.711-72. 4 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). 7.5.3. The Fiscal Council members hereby elected declared that they fulfilled the requirements set forth in Article 162 of Law 6404/1976 for the exercise the respective positions, and that there were no legal impediment preventing them from being elected. 7.6. The abstention of shareholders representing one point one two percent (1.12%) of the capital stock and the opposition of shareholders representing one point four nine percent (1.49%) of the capital stock by written vote presented to the Presiding Board having been duly registered, the voting shareholders resolved, by a majority decision, to fix the overall annual compensation of the Company’s Board of Directors and Board of Executive Officers in 2015 at two million, six hundred and forty-two thousand, six hundred and ninety-two reais (R$2,642,692.00), to be distributed as determined by the Board of Directors. 7.7. The abstention by written vote presented to the Presiding Board of shareholders representing two point six one percent (2.61%) of the capital stock, the voting shareholders unanimously resolved to fix the monthly individual compensation of the Fiscal Council members at up to eight thousand, five hundred and forty-nine reais (R$8,549.00) for sitting members and four thousand, two hundred and seventy-five reais (R$4,275.00) for alternate members. 8. Closure: There being no further business to discuss, these minutes were drawn up, read, approved, and signed by me, the secretary, and all attending shareholders. ___________________________ João Batista Zolini Carneiro Chairman __________________________ Cláudia de Moraes Santos Secretary Attending shareholders: __________________________________________________ Companhia Energética de Minas Gerais – Cemig, represented by Carlos Henrique Cordeiro Finholdt ___________________________________________________ Luce Empreendimentos e Participações S.A., represented by João Alan Haddad, Cláudia de Moraes Santos and Paula Regina Novello Cury ____________________________________________________ RME – Rio Minas Energia Participações S.A., represented by Denise Oliveira de Albuquerque, Otto Eduardo Fonseca de Albuquerque Lobo and Henrique de Rezende Vergara 5 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). ___________________________________________________ RBC DEXIA INVESTOR SERVICES TRUST AS TRUSTEE FOR THE CANADA POST CORPORATION PENSION PLAN ROBECO CAPITAL GROWTH FUNDS BEST INVESTMENT CORPORATION Represented by HSBC CTVM S.A., in the person of Anali Penteado Buratin ____________________________________________________ FIDELITY INVESTMENTS MONEY MANAGEMENT INC. FOREIGN & COLONIAL INVESTMENT TRUST PLC. LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND. NEW YORK STATE COMMON RETIREMENT FUND PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO ROCHE DIAGNOSTICS CORPORATION CASH ACCUMULATION PLAN STICHTING PENSIOENFONDS VOOR HUISARTSEN THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045833 VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS Represented and managed by J.P.MORGAN S.A. Distribuidora de Títulos e Valores Mobiliários, signed by Anali Penteado Buratin _____________________________________________________ ARROWSTREET CAPITAL GLOBAL EQUITY LONG/SHORT FUND LIMITED Represented by Banco Itaú Unibanco S.A., in the person of Anali Penteado Buratin _______________________________________________________ ACADIAN EMERGING MARKETS EQUITY FUND ACADIAN EMERGING MARKETS EQUITY II FUND, LLC ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND, LLC ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO ADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO ASCENSION HEALTH MASTER PENSION TRUST CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM CAUSEWAY EMERGING MARKETS FUND CAUSEWAY EMERGING MARKETS GROUP TRUST CAUSEWAY INTERNATIONAL OPPORTUNITIES GROUP TRUST CITY OF NEW YORK GROUP TRUST COHEN & STEERS COLLECTIVE INVESTMENT TRUST COLLEGE RETIREMENT EQUITIES FUND 6 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEES´ RETIREMENT SYSTEM COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES RETIREMENT SYSTEM CORNELL UNIVERSITY EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS EMERGING MARKETS EQUITY FUND EGSHARES BRAZIL INFRASTRUCTURE ETF EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII ENHANCED RAFI EMERGING MARKETS LP ENSIGN PEAK ADVISORS, INC. FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING MARKETS FUND FIRST TRUST EMERGING MARKETS SMALL CAP ALPHADEX FUND FLORIDA RETIREMENT SYSTEM TRUST FUND FRANCISCAN ALLIANCE, INC GLOBAL ADVANTAGE FUNDS - EMERGING MARKETS HIGH VALUE TEILFONDS GMAM INVESTMENT FUNDS TRUST GMO DEVELOPED WORLD STOCK FUND, A SERIES OF GMO TRUST GMO FUNDS PLC GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST GMO INTERNATIONAL SMALL COMPANIES FUND ISHARES III PUBLIC LIMITED COMPANY ISHARES MSCI BRAZIL SMALL CAP ETF ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND ISHARES PUBLIC LIMITED COMPANY ISHARES V PUBLIC LIMITED COMPANY JOHN DEERE PENSION TRUST KAISER PERMANENTE GROUP TRUST LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST LOUISIANA STATE EMPLOYEES RETIREMENT SYSTEM MARKET VECTORS BRAZIL SMALL-CAP ETF MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN MOUNT WILSON GLOBAL FUND L.P. NORGES BANK OLD WESTBURY STRATEGIC OPPORTUNITIES FUND ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION TRUST FUND PIMCO DIVIDEND AND INCOME BUILDER FUND PIMCO DIVIDEND EMERGING MARKETS EQUITY SECTOR FUND LLC PIMCO EQS DIVIDEND FUND PIMCO EQUITY SERIES: PIMCO BALANCED INCOME FUND PIMCO EQUITY SERIES: PIMCO INTERNATIONAL DIVIDEND FUND PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO PYRAMIS EMERGING MARKETS EQUITY SMALL CAP COMMINGLED POOL 7 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). ROBECO EMERGING CONSERVATIVE EQUITIES DST RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUND RUSSELL INSTITUTIONAL FUNDS, LLC- RUSSELL GLOBAL LISTED INFRASTRUCTURE FUND SANFORD C. BERNSTEIN FUND, INC - OVERLAY A PORTFOLIO SANFORD C. BERNSTEIN FUND, INC - TAX-AWARE OVERLAY A PORTFOLIO STATE OF OREGON STATE OF WISCONSIN INVESTMENT BOARD MASTER TRUST STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA EMERGING MARKETS SELECT EQUITY FUND TEACHER RETIREMENT SYSTEM OF TEXAS TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM THE GMO EMERGING MARKETS FUND THE MONETARY AUTHORITY OF SINGAPORE THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO TRILOGY INVESTMENT FUNDS PLC UNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUST UTAH STATE RETIREMENT SYSTEMS VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS VIRGINIA RETIREMENT SYSTEM WASHINGTON STATE INVESTMENT BOARD WEST VIRGINIA INVESTMENT MANAGEMENT BOARD WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND ALASKA PERMANENT FUND BELL ATLANTIC MASTER FUND MINISTRY OF STRATEGY AND FINANCE Represented by Citibank N.A., in the person of Anali Penteado Buratin ___________________________________________________ ANTONIA CLIUCY PIRES CHAVES AXEL ERHARD BROD BENEDITO CARLOS DIAS DA SILVA CARLOS EDUARDO FERREIRA CORREA DEDINA LUISA BERNARDELLI ENGEFORM CONSTRUÇÕES E COMÉRCIO LTDA GABRIEL AGOSTINI GABRIEL AGOSTINI FILHO GIOVANNI BERNADELLI INTERSUL ASSESSORIA FINANC. S/C LTDA ITACARE CONSULTORIA LTDA JAYME BERBAT MARIA SUZANA VILLAC ABUCHAM 8 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). PEDRO PAULO DE SOUZA RABO DE PEIXE TRANSPORTE SERVIÇOS MARÍTIMOS E TURISTICOS LTDA RAMIRO MARTINEZ FILHO ROSANE MORAES COUTINHO DE OLIVEIRA SAMUEL RODRIGUES GONTIJO TIAGO MARTINS LINS E SILVA VICTOR ADLER VIC DTVM S.A. Represented by the shareholders, in the person of Lucas Breves Silva EMPREENDIMENTOS ____________________________________________________ TEMPO CAPITAL PRINCIPAL FUNDO DE INVESTIMENTO EM AÇÕES Represented by the shareholder, in the person of Lucas Breves Silva ____________________________________________________ Luís Cláudio Leal Vital __________________________________________________ Gilberto Souza Esmeraldo _____________________________________________________ João Batista Zolini Carneiro, representing the Board of Executive Officers _____________________________________________________ Francisco Luiz Moreira Penna, representing the Fiscal Council _____________________________________________________ DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES represented by Marcelo Salvador, Ângela Pierucci Magalhães and Bruno Chaib Demarco 9 Minutes of the Annual and Extraordinary Shareholders’ Meetings of Light S.A., held on April 10, 2015 (continued). Declaration of Vote on Item 2 of the Agenda of the Annual Shareholders Meeting of Light S.A. I hereby wish to express my satisfaction with the proposal for the distribution of net income earned by Light S.A. in the year ended December 31, 2014, thanks to the Company’s excellent management. The payment of dividends in the amount and in the manner proposed by Management, shows the attention given to minority shareholders, given that the amount to be paid, despite corresponding to the minimum mandatory dividend for fully justified reasons related to the Company’s cash needs, is highly satisfactory. Rio de Janeiro, April 10, 2015. 10