Minutes of Extraordinary Shareholders Meeting

Transcrição

Minutes of Extraordinary Shareholders Meeting
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 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
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
Chairman
Shareholders:
_____________________________
Cláudia de Moraes Santos
Secretary
______________________________________________________
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
2
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 FUND
MISSOURI EDUCATION PENSION TRUST
NEW YORK STATE COMMON RETIREMENT FUND
NORGES BANK
NVIT INTERNATIONAL EQUITY FUND
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
SCHRODER QEP EMERGING MARKETS FUND
STATE SUPER FINANCIAL SERVICES INTERNATIONAL EQUITIES SECTOR TRUST
STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL
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
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 PORTFOLIO
ACMBERNSTEIN SICAV - EMERGING MARKETS MULTI-ASSET PORTFOLIO
ACMBERNSTEIN SICAV - GLOBAL EQUITY INCOME PORTFOLIO
ALLIANCEBERNSTEIN CAP FUND, INC. - ALLIANCEBERNSTEIN EMERGING MARKETS
MULTI-ASSET PORTFOLIO
FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND
FIRST TRUST EMERGING MARKETS SMALL CAP ALPHADEX FUND
GLOBAL HIGH INCOME EQUITY FUND
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 INTERNATIONAL SMALL COMPANIES FUND
GMO WORLD EQUITY ALLOCATION INVESTMENT FUND PLC
3
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 LLC
PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC
THE GMO EMERGING MARKETS FUND
VANGUARD EMERGING MARKETS STOCK INDEX FUND
VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD
INTERNATIONAL EQUITY INDEX FUNDS
VANGUARD FUNDS PUBLIC LIMITED COMPANY
VANGUARD GLOBAL EQUITY FUND, A SERIES OF VANGUARD HORIZON FUNDS
VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD
INTERNATIONAL EQUITY INDEX FUNDS
COMMONWEALTH GLOBAL INFRASTRUCTURE FUND 3
CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND
OLD WESTBURY STRATEGIC OPPORTUNITIES FUND
ALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGY
ALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGY
ASCENSION HEALTH MASTER PENSION TRUST
CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM
CAUSEWAY EMERGING MARKETS GROUP TRUST
CITY OF NEW YORK GROUP TRUST
COHEN & STEERS GLOBAL INCOME BUILDER, INC.
COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC.
COHEN & STEERS INFRASTRUCTURE FUND, INC.
COLLEGE RETIREMENT EQUITIES FUND
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
FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING
MARKETS FUND
FRANCISCAN ALLIANCE, INC
GLOBAL ADVANTAGE FUNDS - EMERGING MARKETS HIGH VALUE TEILFONDS
GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST
ISHARES III PUBLIC LIMITED COMPANY
ISHARES MSCI BRAZIL SMALL CAP ETF
ISHARES PUBLIC LIMITED COMPANY
ISHARES V PUBLIC LIMITED COMPANY
JOHN HANCOCK VARIABLE INSURANCE TRUST UTILITIES TRUST
KAISER PERMANENTE GROUP TRUST
LAZARD ASSET MANAGEMENT LLC
MAINSTAY VP MFS UTILITIES PORTFOLIO
4
Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).
MERCER INTERNATIONAL EQUITY FUND
MFS VARIABLE INSURANCE TRUST - MFS UTILITIES SERIES
MINISTRY OF STRATEGY AND FINANCE
MUNICIPAL EMPLOYEES RETIREMENT SYSTEM OF MICHIGAN
PENSION PROTECTION FUND
PIMCO DIVIDEND AND INCOME BUILDER FUND
PIMCO EQS DIVIDEND FUND
PIMCO EQUITY SERIES: PIMCO BALANCED INCOME FUND
REGIME DE RENTES DU MOUVEMENT DESJARDINS
SANFORD C. BERNSTEIN FUND, INC - OVERLAY A PORTFOLIO
SANFORD C. BERNSTEIN FUND, INC - TAX-AWARE OVERLAY A PORTFOLIO
SSGA ACTIVE EMERGING MARKETS SECURITIES LENDING QP COMMON TRUST
FUND
SSGA ACTIVE EMERGING MARKETS SELECT SECURITIES LENDING QIB COMMON
TRUST FUND
SSGA ACTIVE EMERGING MARKETS SMALL CAP SECURITIES LENDING QIB
COMMON TRUST FUND
SSGA EMERGING MARKETS FUND
SSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON-LENDING COMMON
TRUST FUND
STATE OF OREGON
STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX
EXEMPT RETIREMENT PLANS
STATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTS
SMALL CAP INDEX SEC LENDING FD
STATE STREET EMERGING MARKETS
STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA EMERGING
MARKETS SELECT EQUITY FUND
STATE STREET GLOBAL ADVISORS, CAYMAN LTD
TEACHER RETIREMENT SYSTEM OF TEXAS
TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS
THE GLENMEDE FUND, INC. PHILADELPHIA INTERNATIONAL EMERGING
MARKETS FUND
THE MONETARY AUTHORITY OF SINGAPORE
TRILOGY INVESTMENT FUNDS PLC
WASHINGTON STATE INVESTMENT BOARD
WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND
ACADIAN EMERGING MARKETS EQUITY FUND
ACADIAN EMERGING MARKETS EQUITY II FUND, LLC
ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND, LLC
ADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO
5
Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).
BELL ATLANTIC MASTER TRUST
CF DV ACWI EX-U.S. IMI FUND
CORNELL UNIVERSITY
EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT
PLANS - EMERGING MARKETS EQUITY FUND
EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII
ENSIGN PEAK ADVISORS, INC.
EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS
FLORIDA RETIREMENT SYSTEM TRUST FUND
JOHN DEERE PENSION TRUST
LOUISIANA STATE EMPLOYEES RETIREMENT SYSTEM
MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN
MOUNT WILSON GLOBAL FUND L.P.
ONTARIO POWER GENERATIONS INC. PENSION PLAN
PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO
ROBECO EMERGING CONSERVATIVE EQUITIES DST
ROGERSCASEY TARGET SOLUTIONS, LLC
RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS
EQUITY PLUS FUND
RUSSELL INSTITUTIONAL FUNDS, LLC- RUSSELL GLOBAL LISTED
INFRASTRUCTURE FUND
STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST
THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM
THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD
UNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUST
UPS GROUP TRUST
VIRGINIA RETIREMENT SYSTEM
WEST VIRGINIA INVESTMENT MANAGEMENT BOARD
ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO
ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS
EQUITY PORTFOLIO
CAUSEWAY EMERGING MARKETS FUND
EGSHARES BRAZIL INFRASTRUCTURE ETF
EGSHARES EM DIVIDEND HIGH INCOME ETF
ING INTERNATIONAL SMALLCAP FUND
LEUTHOLD CORE INVESTMENT FUND
LEUTHOLD GLOBAL FUND
LEUTHOLD GLOBAL INDUSTRIES FUND
MARKET VECTORS BRAZIL SMALL-CAP ETF
6
Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued).
THE BANK OF KOREA
WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND
WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND
DOMINION RESOURCES, INC. MASTER TRUST
FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST
MARSH & MCLENNAN MASTER RETIREMENT TRUST
MICROSOFT GLOBAL FINANCE
ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION TRUST FUND
THE PFIZER MASTER TRUST
UTAH STATE RETIREMENT SYSTEMS
WHEELS COMMON INVESTMENT FUND
Rep/ Citibank N.A., represented by Nadia Andreza Oliveira Deodato
_________________________________________________________
HSBC INTERNATIONAL SELECT FUND - MULTIALPHA GLOBAL EMERGING MARKETS
EQUITY
ROBECO CAPITAL GROWTH FUNDS
BEST INVESTMENT CORPORATION
Rep/ HSBC CTVM S.A., represented by Nadia Andreza Oliveira Deodato
________________________________________________________
AMUNDI FUNDS
Rep/ Banco Itaú Unibanco S.A., represented by Nadia Andreza Oliveira Deodato
7

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