Novo Mercado (NSF)

LIGHT S.A.
Corporate Taxpayer ID (CNPJ/MF): 03.378.521/0001-75
Company Registry (NIRE): 3.330.026.316-1
PUBLICLY HELD COMPANY
MINUTES OF THE BOARD OF DIRECTORS’ MEETINGS OF LIGHT S.A., HELD ON
APRIL 9, 2010, DRAWN UP IN SUMMARY FORM, IN ACCORDANCE WITH PARAGRAPH
1 OF ARTICLE 130 OF LAW 6,404/76.
1. Date, time and venue: April 9, 2010 at 10:30 a.m., at Av. Marechal Floriano nº 168,
parte, 2º andar, Corredor A, Centro, in the city and state of Rio de Janeiro.
2. Attendance: The board members Aldo Floris, Ana Marta Horta Veloso, Carlos Roberto
Teixeira Junger, Djalma Bastos de Morais, Firmino Ferreira Sampaio Neto, João Márcio
Lignani Siqueira, Luiz Carlos Costeira Urquiza, Sérgio Alair Barroso, the chairman of the
meeting, Carlos Alberto da Cruz, Elvio Lima Gaspar and Maria Silvia Bastos Marques. Also
present at the meeting, though not participating in voting, were the following alternates:
Fernando Henrique Schuffner Neto, João Batista Zolini Carneiro, João Procópio Loures
Vale, Luiz Fernando Rolla, Paulo Reckziegel Guedes, Almir José dos Santos, Joaquim Dias
de Castro and Carmen Lúcia Claussen Kanter. The lawyer Patricia Veiga Borges was invited
to serve as secretary.
3. Agenda and Resolutions:
3.1. The election of the Chairman and the Vice-Chairman of Board of Directors of Light
S.A. and Light S.E.S.A.
The Board unanimously approved and instructed the members appointed by Light S.A. to
the Board of Directors of Light S.E.S.A. to approve the appointment of Sérgio Alair
Barroso and Aldo Floris, respectively, to the positions of Chairman and Vice-Chairman of
the Board of Directors of Light S.A. and of Light S.E.S.A., both with terms of office of one
(1) year.
3.2. Appointment of Members to the Committees of the Board of Directors.
The Board unanimously approved the appointment of the following members to the Board of
Directors’ Committees:
Audit
Committee
Finance
Committee
Paulo Guedes
Paulo Guedes
Paulo Guedes
Djalma Morais*
Paulo Guedes*
João Procópio
Vale*
João Procópio
Vale
Fernando
Schuffner*
Sérgio Barroso
João Procópio
Vale
Ana Marta
Veloso
Ana Marta
Veloso
Ana Marta
Veloso
Firmino Sampaio
Neto
Ana Marta
Veloso
Carlos Junger
Lauro De
Luca*
Carlos Junger
Ricardo
Simonsen
Lauro De Luca
*Coordinators
Management
Committee
Governance
Committee
HR Committee
3.3. Ratification of the Executive Officer Positions of Light S.A. and Light SESA.
3.3.1. Given the resolutions of the Annual and Extraordinary Shareholders’ Meetings of Light
S.A. and Light S.E.S.A. held on March 24, 2010, which redefined the names, attributions and
responsibilities of the respective Executive Boards in accordance with Article 15 of said
companies, the Board of Directors unanimously ratified Decision (DEC) 001/2010, issued by
the chief executive officer of Light S.A. and instructed the members appointed by Light S.A.
to the Board of Directors of Light S.E.S.A. to ratify DEC 002/2010 issued by the Chief
Executive Officer of Light S.E.S.A., who appointed the current Executive Officers elected at
the Board of Directors’ meeting held on March 2, 2010, to take assume, as of March 24,
2010, the attributions described in the Bylaws of Light S.A. and Light S.E.S.A., as described
below:
At the Board of Directors’
Meeting of Mar/2/2010
LIGHT S.A.
Executive Officer
Paulo Carvalho Filho
As of the
Extraordinary
Shareholders’
Meeting of
Mar/24/2010
Chief Executive Officer
Vice-Chief Financial
and Investor Relations
Officer (interim)
Chief Human
Resources Officer
Chief Corporate
Management Officer
Evandro Leite Vasconcelos
Chief Energy Officer
Chief Executive Officer
Vice-Chief Executive and
Investor Relations Officer
(interim)
Chief Human Resources
Officer
Chief Sustainable
Development and
Concession Officer
Vice-Chief Executive of
Operations and Clients and,
cumulatively, Chief
Generation Officer
Chief Network Officer
Jerson Kelman
Chief New Business and
Institutional Officer
Paulo Roberto Ribeiro Pinto
At the Board of Directors’
Meeting of Mar/02/2010
Chief Executive Officer
Vice-Chief Executive and
Investor Relations Officer
(interim)
Chief Human Resources
Officer
Sustainable Development
and Concessions Officer
João Batista Zolini Carneiro
Ana Silvia Corso Matte
José Humberto de Castro
LIGHT S.E.S.A.
Executive Officer
Jerson Kelman
João Batista Zolini Carneiro
Ana Silvia Corso Matte
Paulo Carvalho Filho
Chief Distribution
Officer
Chief New Business
and Institutional Officer
As of the
Extraordinary
Shareholders’
Meeting of
Mar/24/2010
Chief Executive Officer
Chief Financial and
Investor Relations
Officer (interim)
Chief Human
Resources Officer
Chief Corporate
Management Officer
At the Board of Directors’
Meeting of Mar/02/2010
LIGHT S.E.S.A.
Executive Officer
Vice-Chief Operations and
Client Officer and
Transmission and,
cumulatively, Chief
Transmission and
Environment Officer
Chief Network Officer
Evandro Leite Vasconcelos
Chief New Business and
Institutional Officer
Paulo Roberto Ribeiro Pinto
José Humberto de Castro
As of the
Extraordinary
Shareholders’
Meeting of
Mar/24/2010
Executive Officer
Chief Distribution
Officer
Chief New Business
and Institutional Officer
3.3.2. Executive Officer Positions at Light Energia S.A.
The Board unanimously approved the vote manifestation of Light S.A. at the Extraordinary
Shareholders’ Meeting of Light Energia S.A. to be convened to approve the change in (i) the
position of Vice-Chief Executive and Investor Relations Officer to Chief Financial and
Investor Relations Officer and (ii) the position of Chief Generation Officer to Chief Energy
Officer.
3.4. Strategic Plan 2010-2013.
The Board unanimously approved and instructed the members appointed by Light S.A. to the
Board of Directors of Light S.E.S.A. to approve the amended version of the Strategic Plan
2010-2013 , as presented by the Executive Board.
3.5. Additional Dividends of Light S.E.S.A.
The Executive Board submitted a proposal for the distribution of dividends by Light S.E.S.A.
related to the net income recorded in fiscal year 2009.
As per the favorable recommendation by the Finance Committee, the Board unanimously
approved and instructed the members appointed by Light S.A. to the Board of Directors of
Light S.E.S.A. to approve the convening of an Extraordinary Shareholders’ Meeting of Light
S.E.S.A. to resolve on the distribution of dividends by Light S.E.S.A. in the amount of
R$29,145,844.00 (twenty-nine million, one hundred forty-five thousand, eight hundred
forty-four reais), drawing on the Profit Reserve on the balance sheet at December 31, 2009.
The Board unanimously approved the vote manifestation of Light S.A. at the Extraordinary
Shareholders’ Meeting of Light S.E.S.A. in favor of the approval of the matters in item 3.5
herein.
3.6. ACD – Suretyship Light S.A. – PROESCO Light Esco.
In accordance with the favorable recommendation of the Finance Committee, the Board
unanimously, with the abstention of board member Elvio Gaspar Lima, approved the
proposal submitted by the Executive Board, in accordance with ACD F-003/2010, to amend
the terms of the PROESCO – BNDES loan to be contracted by Light Esco Prestação de
Serviços S.A. and approved by the Board on October 16, 2009 (in accordance with ACD F009/2009), with Light S.A. serving as the surety and intervening party, as joint and several
debtor and the main repayer of all obligations arising from the loan, in order to implement the
energy efficiency project to be implemented at the Quartier Ipanema building, in accordance
with the main conditions described below and in Decision P02/2010-BNDES of January 28,
2010:
Beneficiary: Light Esco Prestação de Serviços S.A.
Amount financed: R$ 533,383.00, divided into 2 sub-loans listed below:
Sub-loan “A”: R$ 249,690.00, allocated to general financeable items;
Sub-loan “B”: R$ 283,693.00, allocated to the acquisition of three chillers with screw
compressors and water condensation, model RCU220WSZ2B5P, with nominal capacity of
217 TR.
Purpose: to replace 3 chillers with capacity of 217 TR and service packages and equipment
to modernize the Cold Water Station.
Intervening Party: Light S.A.
Guaranty: Suretyship given by Light S.A.
Cost: Long-term interest rate (TJLP) + 2.18% per annum (Sub-loan “A”) and 4.50% per
annum (Sub-loan “B”)
Financing term: Up to 6 years, with a grace period of May 15, 2010.
Utilization term: Until May 15, 2010.
Amortization: Up to 60 monthly installments as of June 15, 2010.
3.7. ACD – Guarantee Banco Modal.
In accordance with the favorable recommendation of the Finance Committee, the Board
unanimously approved and instructed the members appointed by Light S.A. to the Board of
Directors of Light S.E.S.A. to approve the proposal submitted by the Executive Board
regarding the contracting by Light S.E.S.A. of a guaranty from Banco Modal, pursuant to
ACD F-007/2010, according to the main conditions described below:
Guaranty bank: Banco Modal
Beneficiary: 10th Federal Court of the Judicial District of Rio de Janeiro
Purpose: To guarantee the monetary obligations related to the tax credit that is the object of
Writ of Mandamus 2000.51.01.025943-9, requesting the cancellation of NFLD 35.065293-7
issued by the National Social Security Institute (INSS), requiring the payment of pension
contributions on the Advance Payments of Vacations, Special Bonus for Meter Readers and
Food Vouchers.
Principal debtor: Light Serviços de Eletricidade S.A.
Amount: R$ 27,485,016.46 (base March 2010)
Issue: Immediate
Maturity: Agreement with a set term of 3 years and the issue of a letter for an indeterminate
period.
Commission: 0.95% of the amount of the guaranty, paid annually in advance.
Guaranty: Promissory Note equivalent to up to 120% of the guaranty amount
3.9. Social and Environmental Report of Light SESA and Light Energia.
In accordance with the favorable recommendation from the Governance and Sustainability
Committee, the Board unanimously approved and instructed the members appointed by Light
S.A. to the Board of Directors of Light S.E.S.A. to approve the Annual Social and
Environmental Responsibility Report (2009) of Light S.E.S.A. to be submitted to the National
Electric Power Agency (ANEEL).
In accordance with the favorable recommendation of the Governance and Sustainability
Committee, the Board unanimously approved the manifestation of a favorable vote by Light
S.A. at the Extraordinary Shareholders’ Meeting of Light Energia S.A. related to the approval
of the Annual Social and Environmental Responsibility Report (2009) of Light Energia to be
submitted to ANEEL.
3.20. ACD – Sale of property at Ilha do Governador and Bonsucesso.
In accordance with the favorable recommendation of the Management Committee, after
appraising the properties, the Board unanimously approved and instructed the members
appointed by Light S.A. to the Board of Directors of Light S.E.S.A. to approve the proposal
submitted by the Executive Board to (i) release and sell the property located at Estrada do
Galeão nº 2.220, Ilha do Governador, with area of approximately 4,740m², for
R$3,500,000.00, in accordance with ACD T-003/2010, and (ii) sell the property located at
Rua Teixeira de Castro nº 488, Bonsucesso, with area of approximately 2,392m², for
R$750,000.00, in accordance with ACD T-004/2010.
This is a summary of the minutes of the Company’s Board of Directors held on this date.
Rio de Janeiro, April 9, 2010
Patricia Veiga Borges
Secretary