LIGHT S.A. CORPORATE TAXPAYER`S ID (CNPJ/MF): 03.378.521
Transcrição
LIGHT S.A. CORPORATE TAXPAYER’S ID (CNPJ/MF): 03.378.521/0001-75 COMPANY REGISTRY (NIRE): 33.3.0026316-1 PUBLICLY-HELD COMPANY EXCERPT FROM THE MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF LIGHT S.A., HELD ON NOVEMBER 8, 2013, DRAWN UP IN SUMMARY FORMAT, IN ACCORDANCE WITH PARAGRAPH 1, ARTICLE 130, OF LAW 6404, OF DECEMBER 15, 1976 (“BRAZILIAN CORPORATE LAW”). 1. Date, time and venue: Held on November 8, 2013, 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 following sitting members of the Board of Directors attended the meeting: Sérgio Alair Barroso, Chairman, Djalma Bastos de Morais, Humberto Eustáquio César Mota, Raul Belens Jungmann Pinto, Maria Estela Kubitschek Lopes, José Carlos Aleluia Costa, Rutelly Marques da Silva, Luiz Carlos da Silva Cantídio Júnior, David Zylbersztajn and Carlos Alberto da Cruz, as well as the acting alternate member, Jálisson Lage Maciel. The alternate members Fernando Henrique Schüffner Neto, Carmen Lúcia Claussen Kanter, Wilson Borrajo Cid, Marcelo Pedreira de Oliveira, Almir José dos Santos, Magno dos Santos Filho and the Fiscal Council member Ernesto Costa Pierobon also attended the meeting, but did not vote. Attorney Cláudia de Moraes Santos was invited to act as secretary of the meeting. The Company’s Chief Executive Officer, Paulo Roberto Ribeiro Pinto, and the officers João Batista Zolini Carneiro, Andreia Ribeiro Junqueira e Souza, Paulo Carvalho Filho, Evandro Leite Vasconcelos, Ricardo Cesar Costa Rocha, Luiz Otávio Ziza Mota Valadares and Fernando Antônio Fagundes Reis also attended the meeting, but did not vote. 3. Matters addressed: 3.7. ACD No. F-029/2013 (Light S.A. and Light S.E.S.A.) – Proposal for payment of interim dividends of Light S.E.S.A. By recommendation of the Management and Finance Committee, the Board of Directors unanimously recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light S.E.S.A., which will deliberate on the allocation of income for the period between January and June of 2013 as interim dividends, totaling fifteen million reais (R$15,000,000.00), benefiting the shareholders whose names are found in the Share Registration Book on November 8, 2013, pursuant to ACD No. F-029/2013 of November 8, 2013. 3.8. ACDs No. F-031/2013 and F-014/2013 (Light S.A and Light S.E.S.A.) – Contracting of loan by Light S.E.S.A. from FINEP – Smart Grid Project. By recommendation of the Finance Committee, the Board of Directors unanimously recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light S.E.S.A., which will deliberate on the proposal to approve the contracting, by Light S.E.S.A., from Financiadora de Estudos e Projetos – FINEP, of a loan for the Smart Grid Project, under the terms and conditions set forth by FINEP on October 25, 2013, Página 1 de 5 Extract of the Minutes of the Board of Directors’ Meeting of Light S.A. held on November 8, 2013, at 2:00 p.m. (continued). as follows: a) Beneficiary: Light Serviços de Eletricidade S.A.; b) Intervening party: Light S.A.; c) Amount financed: one hundred seventy-four million, one hundred eighty-two thousand, four hundred reais (R$174,182,400.00); d) Guarantee: Light S.A.’s suretyship; e) Cost: 3.50% p.a.; f) Period of execution: eighteen (18) months; g) Grace period: twenty-four (24) months; and h) Amortization: seventy-two (72) month, in accordance with ACDs No. F-031/2013 and F-014/2013, of November 8, 2013. 3.9. ACDs No. F-012/2013 and F-003/2013 (Light S.A. and Light ESCO S.A.) – Contracting of loan from BNDES PROESCO – Energy Efficiency Project of Shopping Nova América. The Board of Directors, by recommendation of the Finance Committee, approved by majority vote, having the Board member Jalisson Lage Maciel, appointed by the shareholders BNDES Participações S.A., abstained from voting due to a potential conflict of interest regarding the matter under consideration, as well as recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light ESCO, which will resolve on the proposal to approve the contracting of a loan from Banco Nacional de Desenvolvimento Econômico e Social – BNDES, under the special credit line PROESCO, to implement the energy efficiency project of Shopping Nova América, as well as the other conditions set forth in the BNDES Executive Board Resolution No. 1005/2013 of September 24, 2013, as follows: a) Beneficiary: Light ESCO – Prestação de Serviços S.A.; b) Intervening party: Light S.A.; c) Amount financed: fourteen million, four hundred fifty-four thousand, four hundred and seventy reais (R$14,454,470.00), divided into three sub credits: (i) Sub credit A: nine million, seven hundred thirty-seven thousand, eight hundred and twenty reais (R$9,737,820.00); (ii) Sub credit B: two million, four hundred fifty-one thousand, four hundred and forty reais (R$2,451,440.00); and (iii) Sub credit C: two million, two hundred sixty-five thousand, two hundred and ten reais (R$2,265,210.00); d) Purpose: Implementation of air conditioning system through supply and installation of a new AC center, and installation of a natural gas Cogeneration plant of 4MW at the Nova America commercial unit; e) Guarantee: Light S.A.’s suretyship; f) Cost: Sub credits A and C (TJLP + 2.18% p.a.) and B (3.5% p.a.); g) Period of use: until May 15, 2014; h) Grace period: until May 15, 2014; and i) Amortization: Sub credits A and C (65 months) and B (113 months) after the grace period, in accordance with ACDs No. F-012/2013 and F003/2013 of October 3, 2013. 3.10. ACD No. F-030/2013 (Light S.A. and Light S.E.S.A.) – Loan from BNDES for investments related to the 2016 Olympic Games. The Board of Directors, by recommendation of the Finance Committee, approved by majority vote, having the Board member Jalisson Lage Maciel, appointed by the shareholders BNDES Participações S.A., abstained from voting due to a potential conflict of interest regarding the matter under consideration, as well as recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light S.E.S.A., which will resolve on the proposal to approve a loan to Light S.E.S.A., from BNDES, for the implementation of investments associated with the Rio 2016 Olympic Games, totaling three hundred eighty-five million reais (R$385,000,000.00), as well as the other conditions set forth in the BNDES Executive Board Resolution No. 1125/2013. The total amount to be financed, two hundred seventy-six million, eight hundred seventy-seven thousand and five hundred reais (R$276,877,500.00), includes the additional share of BNDES of up to twenty percent (20%), which, in this case, corresponds to forty-three million, seven hundred and sixty thousand reais Page 2 of 5 Extract of the Minutes of the Board of Directors’ Meeting of Light S.A. held on November 8, 2013, at 2:00 p.m. (continued). (R$43,760,000.00), indexed to the Selic rate. The amount financed also includes one million, three hundred seventy-seven thousand and five hundred reais (R$1,377,500.00), corresponding to the social sub credit (0.50% of the amount financed), in accordance with ACD No. F-030/2013, of November 8, 2013. Consequently, the general conditions of the financing are: a) Beneficiary: Light Serviços de Eletricidade S.A.; b) Intervening party: Light S.A.; c) Amount financed: two hundred seventy-six million, eight hundred seventy-seven thousand and five hundred reais (R$276,877,500.00), corresponding to seventy-two percent (72%) of CAPEX, divided into 8 sub credits: (i) A – twenty-three million, two hundred and seventy thousand reais (R$23,270,000.00); (ii) B – twenty-three million, two hundred and seventy thousand reais (R$23,270,000.00); (iii) C – eighteen million, six hundred and twenty thousand reais (R$18,620,000.00), equivalent to the additional share of twenty percent (20%) mentioned above; (iv) D – thirty-one million, four hundred and twenty thousand reais (R$31,420,000.00); (v) E – thirty-one million, four hundred and twenty thousand reais (R$31,420,000.00); (vi) F – twenty-five million, one hundred and forty thousand reais (R$25,140,000.00), equivalent to the additional share of twenty percent (20%) mentioned above; (vii) G – one hundred twenty-two million, three hundred and sixty thousand reais (R$122,360,000.00) (PSI); and, (viii) H – one million, three hundred seventy-seven thousand and five hundred reais (R$1,377,500.00) (social sub credit); d) Purpose: To fund the works of Light Serviços de Eletricidade S.A. in the period between 2013 and 2016, to anticipate investments initially forecast for the period between 2017 and 2021, aiming to meet the quality criteria defined by the International Olympic Committee, in view of the “Rio 2016 Olympic Games”; e) Guarantee: Light S.A.’s suretyship and statutory lien of 1.05% of net operating revenue of Light S.E.S.A.; f) Cost: Sub credits A and D – TJLP + 2.58% p.a.; Sub credits B and E – TJ-462 + 2,58% p.a.; Sub credits C and F – TS + 2.58% p.a.; Sub credit G – 3,5% p.a.; Sub credit H – TJLP; Obs.: TJ-462 = TJLP + 1.0%; TS = Selic rate; g) Period of use: Sub credits: A, B, C, D, E, F and H: until December 15, 2016; Sub credit G: until December 15, 2015; h) Grace period: Sub credits: A, B and C: until December 15, 2014; Sub credits: D, E, F and G: until December 15, 2015; Sub credit H: until December 15, 2016; and i) Amortization: Sub credits: A, B, C, D, E and F: 72 months; Sub credits G: 96 months; Sub credit H: 60 months. The approval is conditioned to the non-changing, by BNDES, of the terms and conditions above negotiated. 3.12. ACD No. E-116/2013 (Light S.A., Light Energia S.A. and Guanhães Energia S.A.) – Endorsement for postponing the expiration date of Suretyship Insurance for Dores de Guanhães, Senhora do Porto, Jacaré and Fortuna II SHPs – Guanhães Energia S.A. By recommendation of the Finance Committee, the Board of Directors unanimously recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light Energia S.A. which will resolve on the recommendation of voting in favor, by its representatives at the Shareholders’ Meeting of Guanhães Energia S.A., which will resolve on: a) the issuance of endorsements for postponing the expiration dates of the policies of Suretyship Insurance for the implementation of the Dores de Guanhães, Senhora do Porto, Jacaré and Fortuna II SHPs; and b) the execution of the First Addendum to the Counter Guarantee Agreement between J.Malucelli Seguradora S.A. and Guanhães Energia S.A., having Light Energia S.A. and Cemig Geração e Transmissão S.A. as guarantors, aiming to issue endorsements for the above-mentioned guarantees. The Suretyship Insurance totals eight million and eight hundred thousand reais (R$8,800,000.00), and the responsibility of the guarantors will be proportional and limited to the percentage of the interests held by Light Energia S.A. (51%) Page 3 of 5 Extract of the Minutes of the Board of Directors’ Meeting of Light S.A. held on November 8, 2013, at 2:00 p.m. (continued). and Cemig Geração e Transmissão S.A. (49%), without joint liability, in accordance with ACD No. E-116/2013 of November 8, 2013. By recommendation of the Finance Committee, the Board of Directors unanimously further recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light Energia S.A., which will resolve on the First Addendum to the Counter Guarantee Agreement between J.Malucelli Seguradora S.A. and Guanhães Energia S.A., having Light Energia S.A. and Cemig Geração e Transmissão S.A., as guarantors, aiming to issue endorsements for the above-mentioned guarantees. The Suretyship Insurance totals eight million and eight hundred thousand reais (R$8,800,000.00), and the responsibility of the guarantors will be proportional and limited to the percentage of the interests held by Light Energia S.A. (51%) and Cemig Geração e Transmissão S.A. (49%), without joint liability, in accordance with ACD No. E-116/2013 of November 8, 2013. 3.13. ACD No. E-117/2013 (Light S.A., Light Energia S.A. and Guanhães Energia S.A.) – Execution of contracting of Suretyship Insurance for SPEs PCH Dores de Guanhães S.A., PCH Senhora do Porto S.A., PCH Jacaré S.A. and PCH Fortuna II S.A. – Guanhães Energia S.A. The Board of Directors, by unanimous vote, by recommendation of the Finance Committee, also recommended voting in favor, by the Board members appointed by the Company, at the meeting of the Board of Directors of Light Energia S.A., which will resolve on the recommendation of voting in favor, by its representatives in the Board of Directors of Guanhães Energia S.A., which will resolve on: a) the recommendation of voting in favor, by its representatives, at the Extraordinary Shareholders’ Meeting of the SPEs PCH Dores de Guanhães S.A., PCH Senhora do Porto S.A., PCH Jacaré S.A. and PCH Fortuna II S.A., which will resolve on the hiring of Suretyship Insurance from the J.Malucelli insurance company, having ANEEL as beneficiary, in the total amount of eight million and eight hundred thousand reais (R$8,800,000.00); and b) the execution of the Counter Guarantee Agreement between J.Malucelli Seguradora S.A. and Guanhães Energia S.A., with Light Energia S.A. and Cemig Geração e Transmissão S.A. as guarantors, in the total amount of eight million and eight hundred thousand reais (R$8,800,000.00), aiming to issue the policies of Suretyship Insurance for the implementation of the Dores de Guanhães, Senhora do Porto, Jacaré and Fortuna II SHPs. The responsibility of the guarantors will be proportional and limited to the percentage of the interests held by Light Energia S.A. (51%) and Cemig Geração e Transmissão S.A. (49%), without joint liability, in accordance with ACD No. E-117/2013 of November 8, 2013. The Board of Directors, by unanimous vote, by recommendation of the Finance Committee, also recommended voting in favor, by the Board members appointed by the Company at the meeting of the Board of Directors of Light Energia S.A., which will resolve on the execution of Counter Guarantee Agreement between J.Malucelli Seguradora S.A. and Guanhães Energia S.A., with Light Energia S.A. and Cemig Geração e Transmissão S.A. as guarantors, in the total amount of eight million and eight hundred thousand reais (R$8,800,000.00), aiming to issue the policies of Suretyship Insurance for the implementation of the Dores de Guanhães, Senhora do Porto, Jacaré and Fortuna II SHPs. The responsibility of the guarantors will be proportional and limited to the percentage of the interests held by Light Energia S.A. (51%) and Cemig Geração e Transmissão S.A. (49%), without joint liability, in accordance with ACD No. E-117/2013 of November 8, 2013. Page 4 of 5 Extract of the Minutes of the Board of Directors’ Meeting of Light S.A. held on November 8, 2013, at 2:00 p.m. (continued). 3.15. Call for Extraordinary Shareholders’ Meeting for change in the composition of the Fiscal Council of Light S.A. The Board of Directors unanimously approved the Chairman’s proposal to call an Extraordinary Shareholders’ Meeting to be held on November 27, 2013, at 11:00 a.m., to resolve on altering the composition of the Fiscal Council, due to a resignation, and fill a vacant position of sitting member; as well as, if the required minimum quorum is not achieved, to issue a second call within the legal term. This is a free English translation of the excerpt from the original minutes of the Board of Directors’ Meeting of Light S.A. held on this date and drawn up in the Company’s records. Cláudia de Moraes Santos Secretary of the Meeting Page 5 of 5
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