Minutes of Annual and Extraordinary Shareholders Meeting 03 24 2010

LIGHT S.A. Corporate Taxpayers ID (CNPJ): 03.378.521/0001-75 Company Registry (NIRE): 33.300.263.
16-1 Publicly-Held Company MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING OF LIGHT S.A. BEGUN ON MARCH 22 AND CONCLUDED ON MARCH 24, 2010, DRAWN UP IN SUMMARY FORM, IN ACCORDANCE WITH PARAGRAPH 1 OF ARTICLE 130 OF LAW 6,404/76. 1. Date, Time and Venue: Begun on March 22, 2010, at 05:00 p.m., and restarted on March 24, 2010, at 3:00 p.m., at Av. Marechal Floriano n 168, parte, 2 andar, Corredor A, Centro, in the city and State of Rio de Janeiro. 2. Call Notice: The call notice was published in the March 5, 8 and 9, 2010 issues of the newspapers Dirio Oficial do Estado do Rio de Janeiro and Jornal do Commercio (national edition). 3. Attendance: Shareholders representing more than 2/3 of total voting capital, as per the signatures in the Shareholders Attendance Book. Also present were the Officers Joo Batista Zolini Carneiro and Paulo Roberto Ribeiro Pinto, the sitting member of the Fiscal Council Ari Barcelos da Silva, and the representative of KPMG Auditores Independentes, Vincius Nishioka (identification document (RG) 8213964-3 and professional accountants registration (CRC RJ) 089-049/O-3). 4. Presiding: Paulo Roberto Ribeiro Pinto, Chairman. Patricia Veiga Borges, Secretary. 5. Agenda: 5.1. Annual Shareholders Meeting: 5.1.1. To acknowledge Managements accounts and analyze, discuss and vote on the financial statements for the fiscal year ended December 31, 2009; 5.1.2. To decide on the allocation of net income for the fiscal year ended December 31, 2009; 5.1.3. To elect the sitting and alternate members of the Board of Directors, including the 3 independent members, as well as a representative of the employees, all of whom with a unified term of two years ending on the date of the Companys Annual Shareholders Meeting to approve the financial statements for the fiscal year ended December 31, 2011; 5.1.4. To establish Managements overall annual compensation; 5.1.5. To install and elect the Fiscal Council; and 5.1.6. To determine the compensation of the Fiscal Council members. 5.2. Extraordinary Shareholders Meeting: 5.2.1. To ratify the distribution of dividends paid on November 27, 2009; and 5.2.2. To amend Articles 11, 12, 15 and 16 of the Companys Bylaws, aimed at reorganizing the Executive Board, its attributes and responsibilities. 6. Resolutions Taken: 6.1. The shareholders unanimously approved the drawing up of these present minutes in summary format, in accordance with paragraph 1 of Article 130 of Law 6,404/76, and all votes issued were received separately. The reading of the items on the agenda and the respective documentation was unanimously waived. 6.2. Annual Shareholders Meeting: 6.2.1. Except for those legally prevented from voting, the shareholders unanimously approved the management report, the balance sheet and other financial statements, accompanied by the
Minutes of the Annual and Extraordinary Shareholders Meeting of Light S.A. begun on March 22 and concluded on March 24, 2010 (continued).
favorable reports of the independent auditors and the Fiscal Council, for the year ended December 31, 2009. The above-mentioned documents were published, within the legal deadline, in the February 11, 2010 issues of the newspapers Dirio Oficial do Estado do Rio de Janeiro and Jornal do Commercio (national edition), and were available to shareholders, along with the documents referring to Article 9 of CVM Rule 481/2009, as per the announcement pursuant to Article 133 of Law 6,404/76, published in the February 19, 22 and 23, 2010 issues of the newspapers Dirio Oficial do Estado do Rio de Janeiro and Jornal do Commercio (national edition). 6.2.2. The shareholders unanimously approved Managements proposal for the allocation of net income for 2009, including the Capital Budget proposal for 2010. Net income for 2009 totaled six hundred and four million, eight hundred and thirty thousand, three hundred and sixty-nine reais and seventy-nine centavos (R$604,830,369.79) and will be allocated as follows: (i) thirty million, two hundred and forty-one thousand, five hundred and eighteen reais and forty-nine centavos (R$30,241,518.49) to the Legal Reserve account, (ii) four hundred and thirty-two million, three hundred and forty thousand, two hundred and seven reais and twenty centavos (R$432,340,207.20) to be paid to shareholders as dividends on April 1, 2010; and (iii) one hundred and forty-two million, two hundred and forty-eight thousand, six hundred and forty-four reais and ten centavos (R$142,248,644.10) to the Profit Retention account, based on the Capital Budget approved herein. 6.2.3. The majority of shareholders approved the Board of Directors composition of 11 sitting members and 11 deputy members, with a two (2) year term of office, to be concluded on the date of the Annual Shareholders Meeting that approves the accounts for the year ended December 31, 2011. By a majority vote, the shareholders elected: (a) as a sitting member, Aldo Floris, Italian citizen, married, economist, identification document W-150.140-O, issued by CGPI/DIREX/DPF, with permanent classification, expiring on December 3, 2016, individual Taxpayers ID (CPF/MF) 038.816.107-82, with offices in the city and state of Rio de Janeiro, at Praia de Botafogo n 228, sala 601, CEP 22250-906, and his deputy Lauro Alberto de Luca, Brazilian citizen, married, economist, identification document (RRG) 02190621-9, issued by IFP on August 27, 1987, individual taxpayers ID (CPF/MF) 130.016.637-15, with offices in the city and state of Rio de Janeiro, at Praia de Botafogo n 228, sala 601, CEP 22250-906; (b) as a sitting member, Ana Marta Horta Veloso, Brazilian citizen, married, economist, drivers license identification document M4218578, individual taxpayers ID (CPF/MF) 804.818.416-87, with offices in the city and state of Rio de Janeiro, at Av. Borges de Medeiros 633, sala 708, Leblon, CEP 22430-041, and her deputy Joo Procpio Loures Vale, Brazilian citizen, divorced, engineer, identification document M-1.322.168 issued by SSP MG, Individual Taxpayers ID (CPF/MF) 328.909.826-53, with offices in the city of Belo Horizonte, state of Minas Gerais, at Avenida Barbacena 1200, 18 andar, CEP 30190-131; (c) as a sitting member, Djalma Bastos de Morais, Brazilian citizen, married, engineer, identification document 1G 911214 issued by the Army Ministry, individual taxpayers ID (CPF/MF) 006633526-49, with offices in the city of Belo Horizonte, state of Minas Gerais, at Avenida Barbacena 1200, 18 andar, CEP 30190-131, and his deputy Joo Batista Zolini Carneiro, Brazilian citizen, married, economist, identification document MG 752518 issued by SSP MG, individual taxpayers ID (CPF/MF) 485.662.926-34, with offices in the city and state of Rio de Janeiro, at Avenida Marechal Floriano 168, Centro, CEP 20080-002; (d) as a sitting member, Joo Mrcio Lignani Siqueira, Brazilian citizen, married, engineer, identification document MG-414.406 issued by SSP MG, individual taxpayers ID (CPF/MF) 091.026.637-91, resident and domiciled in the city of Belo Horizonte, state of Minas Gerais, at Av. Barbacena 1200, 18 andar, ala B1, Bairro Santo Agostinho, CEP 30123-970, and his deputy Fernando Henrique Schuffner Neto, Brazilian citizen, married, engineer, identification document M-1311632 issued by SSP MG, individual taxpayers ID (CPF/MF) 320.008.396-49, with offices in the city of Belo Horizonte, state of Minas Gerais, at Avenida Barbacena 1200 - 18 andar, CEP 30190-131; (e) as a sitting member, Firmino Ferreira Sampaio Neto, Brazilian citizen, married, businessman, identification document 005536790 issued by SSP BA, individual taxpayers ID (CPF/MF) 037.101.225-20, with offices in the city and
state of Rio de Janeiro, at Borges de Medeiros 633, sala 708, Leblon, CEP 22430-041, and his deputy Carlos Augusto Leone Piani, Brazilian citizen, married, business administrator, identification document 09.578.876-6 issued by IFP/RJ, individual taxpayers ID (CPF/MF) 025.323.737-84, with offices in the city and state of Rio de Janeiro, at Av. Borges de Medeiros 633, sala 708, Leblon, CEP 22430-041; (f) as a sitting member, Luiz Carlos Costeira Urquiza, Brazilian citizen, married, businessman, identification document 39.648.611-3 issued by SSP SP, individual taxpayers ID (CPF/MF) 591.838.457-04, with offices in the city and State of So Paulo, at Av. Rebouas 3970, 2 subsolo, Lj 2001, Shopping Eldorado, Pinheiros, CEP 05402-600, and his deputy Paulo Roberto Reckziegel Guedes, Brazilian citizen, married, engineer, identification document M 13.975.681 issued by SSP MG, individual taxpayers ID (CPF/MF) 400.540.200-34, with offices in the city of Belo Horizonte, state of Minas Gerais, at Avenida do Contorno n 8.123, Cidade Jardim, CEP 30110-910; (g) as a sitting member, Carlos Roberto Teixeira Junger, Brazilian citizen, married, accountant, identification document 81.295.085-5 issued on June 10, 2003 by SESP/RJ, individual taxpayers ID (CPF/MF) 378.051.267-04, with offices in the city and state of Rio de Janeiro, at Praia de Botafogo n 228, sala 601, CEP 22250-906, and his deputy Ricardo Simonsen, Brazilian citizen, married, mechanical engineer, identification document 06652660-9 issued on October 1, 1982 by IFP, individual taxpayers ID (CPF/MF) 733.322.16791, with offices in the city and state of Rio de Janeiro, at Praia de Botafogo 190, 6 andar, CEP 22250-900; (h) as a sitting member, Srgio Alair Barroso Brazilian citizen, married, economist, identification document 8.100.986-0 issued by SSP SP, individual taxpayers ID (CPF/MF) 609.555.898-00, with offices in the city of Belo Horizonte, state of Minas Gerais, at Rua Rio de Janeiro 471, 16 andar, Centro, CEP 30160-040, and his deputy Luiz Fernando Rolla, Brazilian citizen, married, engineer, identification document MG 1.389.219 issued by SSP MG on July 4, 1996, individual taxpayers ID (CPF/MF) 195.805.686-34, with offices in the city of Belo Horizonte, state of Minas Gerais, at Avenida Barbacena, 1200, 18 andar, CEP 30190-131; (i) as a sitting member Maria Silvia Bastos Marques, Brazilian, married, business manager, identification document no. 812721678, issued by IFP/RJ, individual taxpayers ID (CPF/MF) 459.884.477-91, with offices in the city and state of Rio de Janeiro, at Praa 22 de Abril 36, 9 andar, Centro, CEP 20021-370, and as her deputy Almir Jos dos Santos, Brazilian, widower, economist, identification document issued by Regional Economy Council, no. 5184, individual taxpayers ID (CPF/MF) 059.406.807-04, resident and domiciled in the city and state of Rio de Janeiro, at Rua Bauhineas 150 Bl. 1, Gr. 09, apto. 703, Barra da Tijuca, CEP 22776-090; and (j) as Board members representing the companys employees, as a sitting member Carlos Alberto da Cruz, Brazilian, married, electrical engineer, identification document issued by CREA/RJ 0013221756, individual taxpayers ID (CPF/MF) 374.729.257-72, with offices in the city and state of Rio de Janeiro, at Avenida Marechal Floriano 168, Centro, CEP 20080-002, and as his deputy Carmen Lcia Claussen Kanter, Brazilian, separated, architect, identification document, issued by SSP/RJ/IFP, identity card (RG) no. 02368660-3, individual taxpayers ID (CPF/MF) 256.191.107-10, resident and domiciled in the city and state of Rio de Janeiro, at Rua Santa Clara 234, apto. 701, Copacabana, CEP 22041-010. In a separate election, pursuant to Article 141, Paragraph 4, I, of Brazilian Corporation Law, the shareholder BNDES PARTICIPAES S.A. BNDESPAR elected as a sitting member Elvio Lima Gaspar, Brazilian, married, engineer, identification document No. 045428240, issued on 6/20/83 by IFP, individual taxpayers ID (CPF/MF) 626.107.917-04, with offices in the city and state of Rio de Janeiro, at Avenida Repblica do Chile 100, sala 2107, CEP 20031-917, and as his deputy Joaquim Dias de Castro, Brazilian, married, economist, identification document No. 6043680138, issued by SJS/RS, individual taxpayers ID (CPF/MF) 909.933.140-15, with offices in the city and state of Rio de Janeiro, at Avenida Repblica do Chile 100, sala 2202, CEP 20031-917. Pursuant to the provisions in the caput of Article 3 and Paragraph 2 of CVM Instruction 367, of May 29, 2002, the respective copies of the clearance certificates and rsums of the sitting and deputy Board Members elected herein, who are shareholders of the Company, were presented, documents which will be filed at the Companys headquarters. The Board Members elected herein were also released from the conditions listed in items I and II, Paragraph 3, of Article 147 of Brazilian Corporation Law. For the purposes of the Novo Mercado Listing rules, Maria Silvia Bastos
Marques and Elvio Gaspar Lima are considered independent Board Members, having as their deputies, respectively, Almir Jos dos Santos and Joaquim Dias de Castro. 6.2.4. The shareholders resolved by a majority vote, with the abstention of the shareholder BNDES Participaes S.A. BNDESPAR, to establish the overall annual compensation of the Companys Board of Directors and Board of Executive Officers at two million, sixty thousand, one hundred and thirty-two reais (R$2,060,132.00), to be allocated by the Board of Directors. 6.2.5. The Shareholders unanimously approved the installation of the Companys Fiscal Council, to which the following members and their deputies were elected for a one (1) year term to be concluded on the date of the Annual Shareholders Meeting that approves the accounts for the year ended December 31, 2011: (i) as a sitting member, Ari Barcelos da Silva, Brazilian, married, administrator, resident and domiciled in this city, at Rua Professor Hermes Lima, n 735, apt. 302, Recreio dos Bandeirantes, RJ, identification document, issued by CRA/RJ, 7 Regio, n 20-27107-7, and individual taxpayers ID (CPF/MF) 006.124.137-72, and as his deputy, Eduardo Gomes Santos, Brazilian, married, accountant, resident and domiciled in this city, at Praia do Flamengo, n 386, apt. 302, Flamengo, RJ, identification document, issued by SSP/RJ/IFP, Identity Card (RG) no. 1.809.611, and Individual Taxpayers ID (CPF/MF) 091.245.197-15; (ii) as a sitting member, Isabel da Silva Ramos Kemmelmeier, Brazilian, married, engineer, resident and domiciled in this city, at Av. Henrique Dodsworth, n 180, cob. 02, Lagoa, RJ, identification document, issued by SSP/RJ/DETRAN, identity card (RG) no. 05.418.374-4, and individual taxpayers ID (CPF/MF) 016.751.727-90, and as her deputy, Ronald Gasto Andrade Reis, Brazilian, married, administrator, identification document n MG-104.612, issued by SSP/MG, and individual taxpayers ID (CPF/MF) 007.237.036-04, with offices at Rua da Quitanda 196, 5 andar, CEP 20091-005; (iii) as a sitting member, Eduardo Grande Bittencourt, Brazilian, married, accountant, resident at Rua dos Andradas 1534, cj. 81, Porto Alegre, RS, identification document, issued by the State Justice and Security Department (Secretaria da Justia e da Segurana) of Rio Grande do Sul, identity card (RG) no. 1005587934, and individual taxpayers ID (CPF/MF) 003.702.400-06, and as his deputy Ricardo Genton Peixoto, Brazilian, married, economist, resident and domiciled at Av. Pres. Wilson 228, 8 andar, Centro, in the city and state of Rio de Janeiro, CEP 20030-021, identification document, issued by SSP/RJ/DETRAN, identity card (RG) no. 09.208.573-7, and individual taxpayers ID (CPF/MF) 028.797.707-26; (iv) as a sitting member, Maurcio Wanderley Estanislau da Costa, Brazilian, married, accountant, with offices at Rua da Assembleia 35, 8 andar, Centro, CEP 20011-001, in the city and state of Rio de Janeiro, identification document, issued by CRC/RJ, identity card (RG) no. 57382-4, and individual taxpayers ID (CPF) 721.960.507-25, and as his deputy Mrcio Cunha Cavour Pereira de Almeida, Brazilian, married, accountant, resident and domiciled at Rua General Garzon 28, apto. 1301, CEP 22470-010, in the city and state of Rio de Janeiro, identification document, issued by IFP/RJ, identity card (RG) no. 2066521-7, and individual taxpayers ID (CPF/MF) 031.541.737-49; and (v) as a sitting member, Aristteles Luiz Menezes Vasconcellos Drummond, Brazilian, married, journalist, resident and domiciled in this city, at Av. Rui Barbosa 460, apto. 801, Flamengo, CEP 22250-020, identification document issued by IFP/RJ, identity card (RG) no. 1842888 and individual taxpayers ID (CPF/MF) 026.939.257-20, and as her deputy Aliomar Silva Lima, Brazilian, married, economist, identification document n MG-449262, issued by SSP/MG, and individual taxpayers ID (CPF/MF) 131.654.456-72, resident and domiciled in Belo Horizonte-MG, at Rua Aimors 2441, apto. 902, Lourdes, CEP 30140-072. Pursuant to the provisions in the caput of Article 3 and Paragraph 2 of CVM Rule 367, of May 29, 2002, the respective copies of the clearance certificates and rsums of the sitting and deputy Fiscal Council Members elected herein, were presented, documents which will be filed at the Companys headquarters. The Fiscal Council Members elected herein were also released from the conditions listed in items I and II, Paragraph 3, of Article 147 of Brazilian Corporation Law.
6.2.6. The shareholders resolved, by a majority vote, to establish the overall annual compensation of the members of the Fiscal Council at six thousand, one hundred fifty-two reais (R$6,152.00) per month. 6.3. Extraordinary Shareholders Meeting: 6.3.1. The shareholders unanimously resolved to ratify the Board of Directors resolution of November 6, 2009, which approved the payment of dividends paid on November 27, 2009, in the amount of ninety-four million, seven hundred and twenty-nine thousand, seven hundred and ninety-nine reais and ninety centavos (R$94,729,799.90) from the Profit Retention account in the balance sheet of December 31, 2008. 6.3.2. The shareholders unanimously approved the amendment of Articles 11, 12, 15 and 16 of the Companys Bylaws, with the purpose of reorganizing the Board of Executive Officers, its duties and responsibilities, which shall now read as follows:
Article 11 - In the exercise of its duties, it is especially incumbent upon the Board of Directors: (...) IV - to elect and dismiss the other members of the Board of Executive Officers; Article 12 - The Board of Executive Officers shall be constituted by a maximum of seven (7) Officers, composed as follows: one Chief Executive Officer, one Financial and Investor Relations Officer; one Personnel Officer; one Corporate Management Officer; one Energy Officer; one Distribution Officer and one New Business and Institutional Officer; with a management term of three (3) years. Reelection is allowed. Paragraph One In the event of absence or temporary impediment, the Chief Executive Officer shall be replaced by the Financial and Investor Relations Officer, and in the event of the absence or impediment of this Officer, the Chief Executive Officer shall choose his substitute from among the Officers. In the event of their absence or temporary impediment, the other Officers shall be substituted by another Officer specially designated by the Chief Executive Officer. Paragraph Two In the event of a definitive vacancy of the Chief Executive Officer position, the Board of Directors shall elect a substitute who shall complete the term of office of the substituted person. In the event of a definitive vacancy of the position of any other Officer, the Chief Executive Officer shall appoint a substitute from among the other Officers, until the recommendation by the Chief Executive Officer to the Board of Directors to elect his definite substitute for the remainder of the term of office of the substituted person. Article 15 - Without prejudice to the Board of Executive Officers duties as a joint committee, the Officers duties in view of their position held are the following: I - Chief Executive Officer: a) to oversee and direct the work of the Company; b) to represent the Company in the Courts, on the plaintiff or defendant side; c) to sign, jointly with one Chief Officer, documents which bind the Company; d) to present the annual report on the Companys business to the Board of Directors and to the Ordinary General Meeting of Stockholders; e) to propose to the Executive Board, for approval, jointly with the Chief Officer to whom the employee is linked, nominations for management positions in the Company; f) to manage and direct the activities of internal audits, legal counsel, the Corporate Secretariat Office, corporate communications and the Instituto Light; g) to propose appointments for management positions and Fiscal Council members of the wholly-owned and other subsidiaries and affiliated companies, and also the Pension Plan and Health area;
h) to coordinate the preparation and consolidation of the Companys Strategic Plan with the participation of all the Companys Executive Officers; i) to coordinate all regulation- and tariff-related issues; j) to coordinate all the activities of the Companys corporate risk management area and propose risk policies. II - Financial and Investor Relations Officer: a) to substitute the Chief Executive Officer if he is absent, on leave, and impeded; b) to control the financial resources necessary for the operation and expansion of the Company, in accordance with the Annual Budget, conducting the processes of contracting of loans and financing, and the related services; c) to carry out the accounting of, and to control, the Companys economic-financial transactions; d) to prepare the short-, medium- and long-term financial programming in detail, as specified in the Companys Multi-year Strategic Implementation Plan and Annual Budget; e) to control the Companys registered capital, propose policy for its shares, and suggest dividend policy; f) to be responsible for the provision of information to the investing public, to the Securities Commission (CVM) and to the Brazilian and international stock exchanges and over-the-counter markets, and the corresponding regulation and inspection entities, and to keep the Companys registrations with these institutions updated; g) to represent the Company to the CVM , the stock exchanges and other entities of the capital markets; h) to arrange for the financial management of the Companys holdings in the whollyowned and other subsidiaries, and affiliated companies, within the criteria of good corporate governance and making continual efforts for compliance with their business plans, subject to the provisions of these Bylaws; i) to propose to the Executive Board, for approval or submission to the Board of Directors or to the General Meeting of Stockholders, in accordance with the competency defined in these Bylaws, injections of capital, exercise of the right of preference and the making of voting agreements in the wholly-owned and other subsidiaries, and affiliated companies and in the consortia in which the Company participates; j) to coordinate the preparation and consolidation of the Annual Budget with the participation of all Companys Chief Officers; k) to determine the cost of the service and to establish a policy on insurance, as set out in the Companys Multi-year Strategic Implementation Plan; l) to coordinate all the activities of the Companys financial risk management area and propose risk policies; m) to accompany the performance of the execution of investment projects, according to targets and results approved by the Executive Board and the Board of Directors; n) to arrange for the economic and financial valuation of the Companys capital expenditure investment projects, except those under the responsibility of the New Business and Institutional Officer; o) to conduct activities related to the capital market and investor relations. III - Personnel Officer: a) to ensure the provision of appropriate personnel to the Company; b) to decide the Companys human resources policy (including benefits) and to orient and promote its application; c) to orient and conduct activities related to organizational studies and their documentation; d) to carry out the negotiations of collective work agreements, in accordance with the guidelines and limits approved by the Board of Directors, submitting the proposals negotiated for approval by the Executive Board; e) to present to the Executive Board the assessments from the leadership succession development program, put in place by the Company in order to help with the leadership succession development process, and to supporting Board of
Executive Officers decisions on the appointment of employees to management positions; f) to promote improvement of the social responsibility and sustainability policies; g) to coordinate the Companys social responsibility strategy; h) to propose to the Chief Executive Officer, for submission to the Executive Board for approval, from among the employees of the Company and of the other companies involved in the negotiations, appointments of employees to the Union Negotiation Committee, and also the appointment of its coordinator; i) to manage and promote the Companys work safety policy; j) to coordinate the policies, processes and means of property security, work safety and security guarding approved by the Company; k) to manage the industrial safety of the generation and transmission facilities; l) to propose and implement the policies and guidelines that aim to ensure the physical security of the generation and transmission facilities, and to manage the industrial safety of those facilities; m) to decide policies and rules on support services such as transport, administrative communication, security guards, and on provision of adequate quality in the workplace for the Companys personnel; n) to provide the Company with infrastructure and administrative support resources and services. IV Corporate Management Officer: a) to decide, conduct and supervise the Companys telecommunications and information technology policy; b) to plan, put in place and maintain the Companys telecommunications and information technology systems; c) to manage the process of contracting of works and services and of acquisition and disposal of materials and real estate property; d) to effect quality control of the material acquired and of the qualification of contracted service providers; e) to administer and control the stock of material, arrange for the separation and recovery of used material, and to carry out sales of excess and unusable material, and scrap; f) to arrange for and implement programs to increase, develop, perfect and continually improve suppliers of materials and services of interest to the Company, alone or in cooperation with other Chief Officers Departments or development agencies and industry associations; g) to coordinate the implementation and maintenance of the Companys quality systems; h) to define the technological development and technical standardization policies and guidelines; i) to coordinate the Companys strategy in relation to technological processes and the strategic management of technology; j) to promote the implementation of programs for the Companys technological development. V Energy Officer: a) to prepare the planning of generation and transmission; b) to operate and maintain the generation systems and the associated supervision and remote control systems, as well as the transmission systems and the associated supervision and remote control systems; c) to develop and conduct such hydro-meteorological activities as are of interest to the Company; d) to represent the Company in relations with the National System Operator (ONS), the Brazilian Electricity Generators Association (Abragee), the Electricity Trading Chamber (CCEE) and other entities representing the electricity generation, transmission and trading sectors; e) to manage the Companys central laboratories and workshops; f) to coordinate and put in place projects for refurbishment, modernization,
improvement, reactivation and de-activation of the generation and transmission facilities; g) to propose and implement the policies and guidelines that aim to ensure the physical security of generation and transmission facilities; h) to manage the implementation of generation and cogeneration expansion projects (executive project, construction and assembly), and ensure the physical and financial performance of these projects; i) to supply technical support to the negotiations for making possible the projects for expansion of transmission, generation and co-generation, and to take part in the negotiation of documents of the consortia of entrepreneurs and specialpurpose companies; j) to ensure the quality of energy supply to consumers directly related to the Companys transmission system; k) to manage the operations arising from interconnection of the Companys electricity transmission system with those of other companies, and the connection of agents to the Companys basic network; l) to propose and implement measures that aim to ensure the connectivity of the various agents of the electricity sector, linked to the Companys transmission system; m) to manage and put in place the undertakings for expansion of transmission, arranging for planning, construction and assembly, and ensuring the proper physical and financial performance of those undertakings; o) to establish environmental policies and guidelines; p) to coordinate the Companys environmental strategy; q) to monitor the management of the plans for compliance with the guidelines for the environment, technology and improvement of quality; r) to carry out research, studies and projections on the markets of interest to the Company; s) to coordinate the planning and execution of the purchase of electricity to serve the Companys market and the sale of energy from its own generation sources; t) to coordinate the purchase and sale of electricity in its different forms and modalities, including importation, exportation and holdings in all the segments of markets specialized in energy; u) to coordinate the provision of services of intermediation of business transactions related to the sale of electricity to any authorized agent; v) to coordinate the establishment of the prices for purchase and sale of electricity, and to propose them to the Executive Board for approval; w) to establish commercial relations with and coordinate the sale of electricity and services to individual consumers, or groups of consumers, served at voltages of 2.3kV or more; x) to identify, measure and manage the risks association with the trading of electricity; y) to negotiate and manage the Contracts for Use of the Transmission System with the National System Operator (ONS) and for connection to the Distribution System with transmission companies; z) to negotiate and manage contracts with the National System Operator (ONS) for use of the transmission system and with transmission companies for connection to the distribution system; aa) in association with the New Business Development and Institutional Officer, to manage the trading of the Companys carbon credits. VI Distribution Officer: a) to continuously improve operational processes through the use of new technologies and methods, in order to improve the quality and reduce the costs of said activities; b) to operate the electricity distribution system and the associated supervision and remote control systems; c) to continuously improve maintenance processes through the use of new technologies and methods, in order to improve the quality and reduce the costs of
said activities; d) to maintain the electricity distribution system and the associated supervision and remote control systems; e) to ensure the quality of energy supply to consumers connected directly to the Companys distribution system; f) to prepare the Companys distribution system plan; g) to manage the implementation of the distribution facilities, including preparation and execution of the plan, construction and assembly; h) to propose and implement the policies for service to consumers served by this Chief Officers Department; i) to develop programs and actions jointly with consumers with up to 138Kv of demand, in order to ensure the most efficient use of electricity; j) to establish commercial and market relationships with and coordinate the sale of electricity and services to consumers of up to 138kV; k) to conduct environmental programs and actions within the scope of the Board of Executive Officers; l) to represent the Company in the Brazilian Electricity Distributors Association (Abradee) and with other entities of the distribution sector; m) to coordinate the Companys energy efficiency strategy; n) to carry out research, studies and projections on the markets of interest to the Company. VII New Business and Institutional Officer: a) to arrange for prospecting, analysis and development of new business of the Company in the areas of generation, transmission and distribution of electricity and also in other activities directly or indirectly related with the Companys objects; b) to arrange for technical, economic-financial, and environmental feasibility studies of new business for the Company, in coordination with the Chief Officers Departments related to those businesses; c) to coordinate the negotiations and implement the partnerships, consortia, special-purpose companies and other forms of association with public- or privatesector companies necessary for the development of new business, and also the negotiation of contracts and corporate documents of those projects, jointly with the Financial and Investor Relations Officer ; d) to coordinate the participation of the Company in tender proceedings for obtaining grant of concessions in all the areas of its operations; e) to prospect, coordinate, evaluate and structure the opportunities for acquisition of new assets in the electricity sector; f) to coordinate the Companys participation in the auctions of new business opportunities held by the National Electricity Agency (Aneel); g) to arrange for prospecting and analysis, within the scope of the Company, of business opportunities related to the use of carbon credits; h) to undertake the economic and financial evaluation of the Companys investment projects, except for those under the responsibility of the Finance and Investor relations Office; i) to define alternative energy source policies and guidelines; j) to conduct institutional relations activities; k) to promote the management of the Companys interests in wholly-owned and other subsidiaries, and affiliated companies, within the criteria of good corporate governance practices, ensuring compliance with their business plans, pursuant to these Bylaws; l) to express opinions on the execution or amendment of agreements or the terms of instruments, whenever said agreements or instruments are related to shareholding interests; m) to coordinate the sale of interests retained by the Company, its wholly-owned or other subsidiaries, or affiliated companies, upon approval of the Board of Directors; n) to propose the corporate governance policy; o) to conduct ombudsman activities. Article 16 - The Board of Executive Officers shall meet on a regular basis at least once a
month and on an extraordinary basis whenever called by the initiative of the Chairman or at the request of any of the Officers. (...)
6.3.3. Due to the amendment of the Companys Bylaws, set forth in item 6.3.2 above, the consolidated Bylaws, attached to these present minutes (Exhibit I), are approved. Finally, the shareholder Gilberto Souza Esmeraldo praised Mr. Ronnie Vaz Moreira for his excellent service for the Company during his term of office. 7. Closure: There no being further matters to address, these minutes were drawn up, signed by me, the Secretary and all members present. Rio de Janeiro, March 24, 2010. Paulo Roberto Ribeiro Pinto, Chairman; Patricia Veiga Borges, Secretary. Shareholders: Andrade Gutierrez Concesses S.A., represented by Caio Machado Filho and Mnica Maria Mendes Souza Tavares; Companhia Energtica de Minas Gerais Cemig, represented by Joo Batista Zolini Carneiro; Luce Empreendimentos e Participaes S.A., represented by Patricia Veiga Borges and Luiz Srgio Fillipone Farrula; RME Rio Minas Energia Participaes S.A., represented by Patricia Veiga Borges and Luiz Srgio Fillipone Farrula; BNDES PARTICIPAES S.A. BNDESPAR, represented by Igor Pinheiro Moreira; Capital International Emerging Markets Fund, Emerging Markets Growth Fund, Inc., Capital Guardian Emerging Markets Equity Fund for TaxExempt Trusts, Norges Bank, Mineworkers' Pension Scheme, Blackrock Korea Latin American Fund-Master, Capital Guardian Emerging Markets Equity Master Fund, Capital Guardian Emerging Markets Equity DC Master Fund, Capital Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts, represented by Christiano Marques de Godoy; HSBC Corretora de Ttulos e Valores Mobilirios; Ascension Health; Ascension Health Master Pension Trust, Blackrock Global Funds, Blackrock Latin America Fund, Inc, Blackrock Strategic Fund Blackrock Latin American Opportunities Funds, Fidelity Advisor Series VIII: Latin America Fund, Fidelity Investment Trust: Latin America Fund, Fidelity Latin America Fund, GMO Trust on Behalf of GMO Emerging Countries Fund, Janus Adviser Long / Short Fund, Janus Contrarian Fund, Janus Institutional Opportunistic Alpha Fund, Mackenzie Universal Canadian Resource Fund, Mackenzie Universal World Resource Class, MCBT Global Emerging Markets, Monetary Authority of Singapore, Ohio Police and Fire Pension Fund, Schwab Emerging Markets Equity ETF, State of California Public Employees Retirement System, State of Connecticut Retirement Plans and Trusts Funds, State Street TRT Ltd as Dep For Martin Currie Inv. FDS - Martin Currie IF - Emerging Markets Fund, Teachers' Retirement System of the State of Illinois, The Future Fund. Board of Guardians, The Pension Reserves Investment Management Board, Time Warner Inc. Master Pension Trust, Vanguard FTSE All-World Ex-US Index Fund, a Series of Vanguard International - Equity Index Funds, Vanguard Total World Stock Index Fund, a Series of Vanguard International - Equity Index Funds, Fortis L. Fund Equity Brazil, Nomura Partners Funds, Inc., represented by Christiano Marques de Godoy; Citibank N.A.; Investlight Clube dos Empregados da Light, represented by Carmen Lcia Claussen Kanter; and Gilberto Souza Esmeraldo.
This is a free translation of the resolutions taken in the Annual and Extraordinary Shareholders Meeting held today.
Rio de Janeiro, March 24, 2010.
Patricia Veiga Borges Secretary
Minutes of the Extraordinary General Meeting held on September 28, 2009 Attachment I
LIGHT S.A. Corporate Taxpayers ID (CNPJ) 03.378.521/0001-75 BYLAWS
CHAPTER I NAME, PURPOSE, DURATION AND HEADQUARTERS. Article 1 The Company is called LIGHT S.A. and is governed by these Bylaws and by the applicable legislation in force. Article 2 The Company has as corporate purpose the interest in other companies, as partner-quotaholder or shareholder and the exploitation, directly or indirectly, as the case may be, of electric power services, encompassing the systems of electric power generation, transmission, commercialization and distribution, as well as other related services. Article 3 The Companys headquarters and jurisdiction is in the City and State of Rio de Janeiro, at Avenida Marechal Floriano n 168, parte, 2 andar, Corredor A, Centro, and, upon resolution of the Board of Executive Officers, the Company may open and maintain branches, offices or other facilities in any part of the country, and for tax purposes, a portion of the capital shall be allocated to each one of them. The opening and maintenance of branches, officers or other facilities abroad shall be subject to resolution of the Board of Directors. Article 4 The Company has an undetermined term of duration. CHAPTER II CAPITAL AND SHARES Article 5 The Companys capital, fully subscribed and paid up, is two billion, two hundred and twenty-five million, eight hundred and twenty-two thousand, one hundred and ninety-seven reais and eighty-nine centavos (R$2,225,822,197.89), represented by two hundred and three million, nine hundred and thirty-four thousand and sixty (203,934,060) non-par book-entry common shares, and the Company is authorized to increase its capital upon resolution of the Board of Directors and regardless of amendment to the Bylaws up to the limit of two hundred and three million, nine hundred and sixty-five thousand and seventy-two (203,965,072) non-par book-entry common shares.
Paragraph One The capital stock is exclusively represented by common shares and each share corresponds to one voting right at the Companys Shareholders Meetings. Paragraph Two The issuance of shares by the Board of Directors within the authorized capital limit is exclusively aimed at providing for the exercise of the subscription bonus issued by the Company and must strictly comply with the conditions provided for in the subscription bonus. Paragraph Three Any capital increase unrelated to the purpose set forth in the previous paragraph shall be subject to the resolution of the shareholders gathered at the shareholders meeting, who shall determine the conditions to prevail for the issuance of shares. Paragraph Four Shareholders may be charged for remuneration mentioned in paragraph 3 of Article 35 of Law 6,404, of December 15, 1976 and subsequent amendments (Corporation Law). Article 6 Shareholders shall have a preemptive right in the subscription of new shares issued in any capital increases of the Company, in proportion to their interests in the Companys capital. CHAPTER III MANAGEMENT OF THE COMPANY Article 7 The Company shall be managed by a Board of Directors and by a Board of Executive Officers. Paragraph One The sitting members and respective deputies of the Board of Directors and of the Board of Executive Officers shall be invested in office within the thirty (30) days subsequent to their elections, upon execution of the instrument of investiture drawn up in the records maintained by the Company for this purpose and shall remain in their positions until the investiture of their substitutes. Paragraph Two The annual overall compensation of the Administrators, including benefits of any nature, shall be set forth at the Annual Shareholders Meeting, being incumbent upon the Board of Directors the payment of the fixed compensation. Paragraph Three The investiture of the Administrators shall be subject to the previous subscription of the Instrument of Consent of the Administrators provided for in the Novo Mercado (New Market) Regulation of BOVESPA. SECTION I BOARD OF DIRECTORS Article 8 The Board of Directors shall consist of, at least, five (5) and, at most, thirteen (13) sitting members and their respective deputies who shall substitute the sitting members in their possible impediments, all shareholders of the Company, with a unified term of office of two (2) years, and reelection is allowed.
Sole Paragraph In the composition of the Board of Directors, at least twenty percent (20%) of the board members shall be Independent Board Members, according to the definition of the Novo Mercado Listing Regulation. The board members elected as provided for in Article 141, paragraphs 4 and 5, of the Corporation Law, are also considered independent. Article 9 The sitting and deputy members of the Companys Board of Directors shall be elected at the Annual Shareholders Meeting. The Chairman and the ViceChairman of the Board of Directors shall be chosen among the Board Members at the first Board of Directors meeting held after the respective election. Paragraph One The Chairman of the Board of Directors shall be substituted, in his temporary impediments, by the Vice-Chairman, or, in his absence, by other Board Members appointed by the Chairman of the Board and, upon no appointment, by choice of the other Board members. Paragraph Two In the event of vacancy of any position on the Board, the Board of Directors must call a Shareholders Meeting to fill the respective position. Paragraph Three In the event that the position of Chairman of the Board becomes vacant, the Vice-Chairman shall assume his position and shall remain in the position until the Board chooses its Chairman, the substitute remaining in the position of Chairman for the remaining term. Article 10 The Board of Directors shall meet, on a regular basis once every month, and on an extraordinary basis whenever a meeting is called by any of its members, or by the CEO at least five (5) days in advance. The meetings of the Board of Directors shall only be considered validly called to order if they are attended by the majority of sitting members or their deputies in office. Paragraph One The decisions of the Board of Directors shall be made by the vote of the majority of the attendees at the meeting in question. Paragraph Two Any annual meeting of the Board of Directors may not be held in the absence of any issue to be decided by it. Paragraph Three The meetings of the Board of Directors may be held by teleconference, videoconference, mail or by any other means of communication. Article 11 In the exercise of its duties, it is especially incumbent upon the Board of Directors: III to establish the general orientation of the Companys businesses; to call the Annual Shareholders Meeting;
III - to elect and dismiss the Chief Executive Officer; IV - to elect and dismiss the other members of the Board of Executive Officers; V - to give its opinion about the management report, the Board of Executive Officers accounts and the consolidated balance sheets, which shall be submitted to its examination; VI - to inspect the Officers management, examine, at any time, the Companys records and papers, request information about agreements entered into or to be entered into, and any other acts; VII - to set forth the payment form of the compensation of the Companys administrators, if globally determined at the shareholders meeting, and approve the general rules of the salary policy of the Companys employees; VIII - after observing the legal provisions and hearing the Fiscal Council, if in operation, to approve the Companys dividend policy and declare, during the fiscal year and until the Annual Shareholders Meeting, interim dividends, including as a partial or total advance on the minimum mandatory dividend, to the account of profits ascertained on a semiannual, quarterly or on a balance sheet of a shorter period or of retained earnings or reserves of profits existing on the last balance sheet, as well as to resolve on the approval and the payment of interest on the Companys own capital; IX - to give its opinion about the creation of any capital reserve for contingencies and/or any profit reserve, as well as any operation or mechanism that may result in the reduction of profits to be distributed to shareholders by the Company or, indirectly, by its subsidiaries; Xthe approval of any business, annual or multi-year budget plans of the Company and of their revisions. XI - to resolve on the constitution of any liens on the Companys assets and property, or the pledge or transference of revenues or credit rights as a guarantee of financial operations or not to be entered into by the Company, whenever the total amount of the assets purpose of the guarantee exceeds five percent (5%) of the Companys total shareholders equity, or any lower percentage set forth by the Board of Directors, determined based on the Companys most recent audited financial statements; XII - to resolve on the sale of any assets integrated in the Companys permanent assets whose amount exceeds five percent (5%) of the total amount of the Companys permanent assets, determined based on the Companys most recent audited financial statements; XIII - to resolve on the acquisition of any assets integrated in the Companys permanent assets whose amount exceeds five percent (5%) of the Companys total
shareholders equity, or any lower percentage to be set forth by the Board of Directors, determined based on the Companys most recent audited financial statements; XIV - to resolve on the conduct of any legal business which has as purpose acquisition or sale, or also, the constitution of encumbrances of any nature by the Company on ownership interests, securities, subscription or acquisition rights; XV - to resolve on the Company and any of its subsidiaries running into liabilities in a single operation or in a series of binding operations, in an amount which exceeds five million reais (R$5,000,000.00), not estimated in the Companys annual budget; XVI - the approval of the Companys association, under any circumstances, with third parties, including the conduct of a joint undertaking, a consortium, or the interest of the Company in other companies, observing the limits of Article 256 of the Corporation Law; XVII - the approval of investments (excluding those provided for in item XVI above and except the cases of Article 256 of the Corporation Law) in a single operation or in a series of connected operations involving amounts larger than five million reais (R$5,000,000.00), and such amount must be reviewed every two (2) years at the General Shareholders Meeting; XVIII - the approval of the interest of the Company or of a subsidiary in any business which involves the Companys shareholders, or their related parties, or any individual or corporation in which the Companys shareholders or their related parties have a direct or indirect economic interest, in compliance with the provisions in Paragraph One of this Article; XIX - the authorization for the practice of any extraordinary management act not encompassed, by law or by these Bylaws, in the responsibilities of other corporate bodies; XX - the approval of the loan concession limit policy by the Company; XXI - to give its opinion about the redemption, amortization or acquisition by the Company of shares issued by it to be held in treasury for subsequent cancellation and/or sale pursuant to the applicable legislation; XXII - to resolve on the appointment of attorneys-in-fact for the execution of the acts listed in this Article;
XXIII - to resolve on the issuance of shares within the authorized capital limit for the exclusive purpose of providing for the exercise of the right granted by the subscription bonus, and the issuance of shares shall strictly observe the conditions set forth in the subscription bonus; XXIV - to resolve on the issuance of promissory notes (commercial papers) and/or other securities or similar instruments intended for distribution in capital markets; XXV - to choose and dismiss the independent auditors, as well as amend the Companys accounting and tax policies; XXVI - to give its opinion about the deregistration request of Light as a publicly-held company; XXVII - to give its opinion about the dissolution and liquidation, or also the authorization that allows the Companys management to request a judicial or extrajudicial reorganization procedure, or also confess the bankruptcy of the Company or of its subsidiaries; XXVIII - to constitute Committees that shall be responsible for preparing proposals or making recommendations to the Board of Directors, and define their respective attributes, compensation and the operating regulation; XXIX - to set forth the Companys ethical and behavioral standards, ensuring compliance with the current legislation, for the Companys institutional responsibility, inspecting the Companys financial management and ensuring total transparency in the Companys main risks; XXX - to prepare and amend the Board of Directors Internal Regulation; XXXI - to approve the orientation of the vote to be cast by the Companys officers in the exercise of the Companys rights in the capacity of shareholder or quotaholder of another company; and XXXII - to approve stock option or subscription programs for the Companys administrators and employees or of other companies controlled by the Company. Paragraph One In the resolutions on the conduct of a business by the Company or by its subsidiaries with shareholders or related parties, the board members appointed by the shareholder who intends to carry out such business shall absent themselves during the discussion and voting of the matter in resolution, which shall be made by the majority of the other board members. Paragraph Two The Company shall complement social security of its employees through Fundao de Seguridade Social BRASLIGHT, in the form and means approved by the Board of Directors.
SECTION II BOARD OF EXECUTIVE OFFICERS Article 12 - The Board of Executive Officers shall be constituted by a maximum of seven (7) Officers, composed as follows: one Chief Executive Officer, one Financial and Investor Relations Officer; one Personnel Officer; one Corporate Management Officer; one Energy Officer; one Distribution Officer and one New Business and Institutional Officer; with a management term of three (3) years. Reelection is allowed. Paragraph One In the event of absence or temporary impediment, the Chief Executive Officer shall be replaced by the Financial and Investor Relations Officer, and in the event of the absence or impediment of this Officer, the Chief Executive Officer shall choose his substitute from among the Officers. In the event of their absence or temporary impediment, the other Officers shall be substituted by another Officer specially designated by the Chief Executive Officer. Paragraph Two In the event of a definitive vacancy of the Chief Executive Officer position, the Board of Directors shall elect a substitute who shall complete the term of office of the substituted person. In the event of a definitive vacancy of the position of any other Officer, the Chief Executive Officer shall appoint a substitute from among the other Officers, until the recommendation by the Chief Executive Officer to the Board of Directors to elect his definite substitute for the remainder of the term of office of the substituted person. Paragraph Three In the event of a definitive vacancy of the Chief Executive Officer position, the Board of Directors shall elect a substitute who shall complete the management term of the substituted person. In the event of definitive vacancy of the position of any Officer, the Chief Executive Officer shall appoint the substitute from among the other Officers, until the recommendation by the Chief Executive Officer to the Board of Directors of his definite substitute for the remaining management term. Article 13 Officers shall perform their functions according to the Companys corporate purpose and in order to ensure the normal conduct of its businesses and operations with strict compliance with the provisions of these Bylaws and with the resolutions of the General Shareholders Meetings and of the Board of Directors. Article 14 It shall be incumbent upon the Board of Executive Officers, as a joint committee, in compliance with the restrictions of the prevailing laws to practice all the acts necessary to ensure the Companys regular operations, specifically: I. to establish specific policies and guidelines deriving from the general business guidance set by the Board of Directors; II. to approve and alter the Companys organic structure, defining the duties and scope of the administrative units and the staff, as well as the in-house rules and procedures, observing the scope of authority of the Board of Directors and the provisions hereof; III. to examine and forward the strategic planning, as well its revisions, including schedules, investment amount and allocation provided for therein for approval of the Board of Directors; IV. to prepare and forward the Annual Budget for approval of the Board of Directors, which shall reflect the strategic planning in effect, as well as its revisions;
V. to approve the names appointed by the Officers to fill the positions directly subordinated to them, as well as to dismiss them; VI. to grant authority to the Officers to severally decide upon matters included in the Board of Executive Officers duties; VII. to grant powers to the Officers and employees to authorize expenses, setting limits and conditions; VIII. to resolve on the sale and acquisition of any asset composing the Companys permanent assets, the amount of which is equal to or lower than five per cent (5%) of the total amount of the Companys shareholders equity, established based on the Companys most recent audited financial statements, which shall be approved by the Board of Directors in the cases provided for in Article 11, item XVII of these Bylaws; IX. to approve the granting of Powers of Attorneys by the Company; X. to approve the scope of authority for the operations included in the Companys regular businesses and not relying on the approval of the Board of Directors. Xl. to submit the Companys Policies and strategies for the approval of the Board of Directors, as well as other matters not within the scope of the Board of Directors. Article 15 Without prejudice to the Board of Executive Officers duties as a joint committee, the Officers duties in view of their position held are the following: I Chief Executive Officer: a) b) to oversee and direct the work of the Company; to represent the Company in the Courts, on the plaintiff or defendant side;
c) to sign, jointly with one Chief Officer, documents which bind the Company; d) to present the annual report on the Companys business to the Board of Directors and to the Ordinary General Meeting of Stockholders; e) to propose to the Executive Board, for approval, jointly with the Chief Officer to whom the employee is linked, nominations for management positions in the Company; f) to manage and direct the activities of internal audits, legal counsel, the Corporate Secretariat Office, corporate communications and the Instituto Light; g) to propose appointments for management positions and Fiscal Council members of the wholly-owned and other subsidiaries and affiliated companies, and also the Pension Plan and Health area;
h) to coordinate the preparation and consolidation of the Companys Strategic Plan with the participation of all the Companys Executive Officers; i) to coordinate all regulation- and tariff-related issues;
j) to coordinate all the activities of the Companys corporate risk management area and propose risk policies;
II - Financial and Investor Relations Officer: a) to substitute the Chief Executive Officer if he is absent, on leave, and impeded; b) to control the financial resources necessary for the operation and expansion of the Company, in accordance with the Annual Budget, conducting the processes of contracting of loans and financing, and the related services; c) to carry out the accounting of, and to control, the Companys economicfinancial transactions; d) to prepare the short-, medium- and long-term financial programming in detail, as specified in the Companys Multi-year Strategic Implementation Plan and Annual Budget; e) to control the Companys registered capital, propose policy for its shares, and suggest dividend policy; f) to be responsible for the provision of information to the investing public, to the Securities Commission (CVM) and to the Brazilian and international stock exchanges and over-the-counter markets, and the corresponding regulation and inspection entities, and to keep the Companys registrations with these institutions updated; g) to represent the Company to the CVM , the stock exchanges and other entities of the capital markets; h) to arrange for the financial management of the Companys holdings in the wholly-owned and other subsidiaries, and affiliated companies, within the criteria of good corporate governance and making continual efforts for compliance with their business plans, subject to the provisions of these Bylaws; i) to propose to the Executive Board, for approval or submission to the Board of Directors or to the General Meeting of Stockholders, in accordance with the competency defined in these Bylaws, injections of capital, exercise of the right of preference and the making of voting agreements in the wholly-owned and other subsidiaries, and affiliated companies and in the consortia in which the Company participates; j) to coordinate the preparation and consolidation of the Annual Budget with the participation of all Companys Chief Officers; k) to determine the cost of the service and to establish a policy on insurance, as set out in the Companys Multi-year Strategic Implementation Plan; l) to coordinate all the activities of the Companys financial risk management area and propose risk policies; m) to accompany the performance of the execution of investment projects, according to targets and results approved by the Executive Board and the Board of
Directors; n) to arrange for the economic and financial valuation of the Companys capital expenditure investment projects, except those under the responsibility of the New Business and Institutional Officer; o) to conduct activities related to the capital market and investor relations. III Personnel Officer: a) to ensure the provision of appropriate personnel to the Company; b) to decide the Companys human resources policy (including benefits) and to orient and promote its application; c) to orient and conduct activities related to organizational studies and their documentation; d) to carry out the negotiations of collective work agreements, in accordance with the guidelines and limits approved by the Board of Directors, submitting the proposals negotiated for approval by the Executive Board; e) to present to the Executive Board the assessments from the leadership succession development program, put in place by the Company in order to help with the leadership succession development process, and to supporting Board of Executive Officers decisions on the appointment of employees to management positions; f) to promote improvement of the social responsibility and sustainability policies; g) to coordinate the Companys social responsibility strategy; h) to propose to the Chief Executive Officer, for submission to the Executive Board for approval, from among the employees of the Company and of the other companies involved in the negotiations, appointments of employees to the Union Negotiation Committee, and also the appointment of its coordinator; i) to manage and promote the Companys work safety policy; j) to coordinate the policies, processes and means of property security, work safety and security guarding approved by the Company; k) to manage the industrial safety of the generation and transmission facilities; l) to propose and implement the policies and guidelines that aim to ensure the physical security of the generation and transmission facilities, and to manage the industrial safety of those facilities; m) to decide policies and rules on support services such as transport, administrative communication, security guards, and on provision of adequate quality in the workplace for the Companys personnel; n) to provide the Company with infrastructure and administrative support resources and services. IV Corporate Management Officer: a) to decide, conduct and supervise the Companys telecommunications and information technology policy; b) to plan, put in place and maintain the Companys telecommunications and information technology systems; c) to manage the process of contracting of works and services and of
acquisition and disposal of materials and real estate property; d) to effect quality control of the material acquired and of the qualification of contracted service providers; e) to administer and control the stock of material, arrange for the separation and recovery of used material, and to carry out sales of excess and unusable material, and scrap; f) to arrange for and implement programs to increase, develop, perfect and continually improve suppliers of materials and services of interest to the Company, alone or in cooperation with other Chief Officers Departments or development agencies and industry associations; g) to coordinate the implementation and maintenance of the Companys quality systems; h) to define the technological development and technical standardization policies and guidelines; i) to coordinate the Companys strategy in relation to technological processes and the strategic management of technology; j) to promote the implementation of programs for the Companys technological development. V Energy Officer: a) to prepare the planning of generation and transmission; b) to operate and maintain the generation systems and the associated supervision and remote control systems, as well as the transmission systems and the associated supervision and remote control systems; c) to develop and conduct such hydro-meteorological activities as are of interest to the Company; d) to represent the Company in relations with the National System Operator (ONS), the Brazilian Electricity Generators Association (Abragee), the Electricity Trading Chamber (CCEE) and other entities representing the electricity generation, transmission and trading sectors; e) to manage the Companys central laboratories and workshops; f) to coordinate and put in place projects for refurbishment, modernization, improvement, reactivation and de-activation of the generation and transmission facilities; g) to propose and implement the policies and guidelines that aim to ensure the physical security of generation and transmission facilities; h) to manage the implementation of generation and cogeneration expansion projects (executive project, construction and assembly), and ensure the physical and financial performance of these projects; i) to supply technical support to the negotiations for making possible the projects for expansion of transmission, generation and co-generation, and to take part in the negotiation of documents of the consortia of entrepreneurs and special-purpose companies; j) to ensure the quality of energy supply to consumers directly related to the Companys transmission system; k) to manage the operations arising from interconnection of the Companys electricity transmission system with those of other companies, and the connection of agents to the Companys basic network; l) to propose and implement measures that aim to ensure the
connectivity of the various agents of the electricity sector, linked to the Companys transmission system; m) to manage and put in place the undertakings for expansion of transmission, arranging for planning, construction and assembly, and ensuring the proper physical and financial performance of those undertakings; o) to establish environmental policies and guidelines; p) to coordinate the Companys environmental strategy; q) to monitor the management of the plans for compliance with the guidelines for the environment, technology and improvement of quality; r) to carry out research, studies and projections on the markets of interest to the Company; s) to coordinate the planning and execution of the purchase of electricity to serve the Companys market and the sale of energy from its own generation sources; t) to coordinate the purchase and sale of electricity in its different forms and modalities, including importation, exportation and holdings in all the segments of markets specialized in energy; u) to coordinate the provision of services of intermediation of business transactions related to the sale of electricity to any authorized agent; v) to coordinate the establishment of the prices for purchase and sale of electricity, and to propose them to the Executive Board for approval; w) to establish commercial relations with and coordinate the sale of electricity and services to individual consumers, or groups of consumers, served at voltages of 2.3kV or more; x) to identify, measure and manage the risks association with the trading of electricity; y) to negotiate and manage the Contracts for Use of the Transmission System with the National System Operator (ONS) and for connection to the Distribution System with transmission companies; z) to negotiate and manage contracts with the National System Operator (ONS) for use of the transmission system and with transmission companies for connection to the distribution system; aa) in association with the New Business Development and Institutional Officer, to manage the trading of the Companys carbon credits. VI Distribution Officer: a) to continuously improve operational processes through the use of new technologies and methods, in order to improve the quality and reduce the costs of said activities; b) to operate the electricity distribution system and the associated supervision and remote control systems; c) to continuously improve maintenance processes through the use of new technologies and methods, in order to improve the quality and reduce the costs of said activities; d) to maintain the electricity distribution system and the associated supervision and remote control systems; e) to ensure the quality of energy supply to consumers connected directly to the Companys distribution system;
f) to prepare the Companys distribution system plan; g) to manage the implementation of the distribution facilities, including preparation and execution of the plan, construction and assembly; h) to propose and implement the policies for service to consumers served by this Chief Officers Department; i) to develop programs and actions jointly with consumers with up to 138Kv of demand, in order to ensure the most efficient use of electricity; j) to establish commercial and market relationships with and coordinate the sale of electricity and services to consumers of up to 138kV; k) to conduct environmental programs and actions within the scope of the Board of Executive Officers; l) to represent the Company in the Brazilian Electricity Distributors Association (Abradee) and with other entities of the distribution sector; m) to coordinate the Companys energy efficiency strategy; n) to carry out research, studies and projections on the markets of interest to the Company. VII New Business and Institutional Officer: a) to arrange for prospecting, analysis and development of new business of the Company in the areas of generation, transmission and distribution of electricity and also in other activities directly or indirectly related with the Companys objects; b) to arrange for technical, economic-financial, and environmental feasibility studies of new business for the Company, in coordination with the Chief Officers Departments related to those businesses; c) to coordinate the negotiations and implement the partnerships, consortia, special-purpose companies and other forms of association with public- or privatesector companies necessary for the development of new business, and also the negotiation of contracts and corporate documents of those projects, jointly with the Financial and Investor Relations Officer ; d) to coordinate the participation of the Company in tender proceedings for obtaining grant of concessions in all the areas of its operations; e) to prospect, coordinate, evaluate and structure the opportunities for acquisition of new assets in the electricity sector; f) to coordinate the Companys participation in the auctions of new business opportunities held by the National Electricity Agency (Aneel); g) to arrange for prospecting and analysis, within the scope of the Company, of business opportunities related to the use of carbon credits; h) to undertake the economic and financial evaluation of the Companys investment projects, except for those under the responsibility of the Finance and Investor relations Office; i) to define alternative energy source policies and guidelines; j) to conduct institutional relations activities; k) to promote the management of the Companys interests in wholly-owned and other subsidiaries, and affiliated companies, within the criteria of good corporate governance practices, ensuring compliance with their business plans, pursuant to these Bylaws; l) to express opinions on the execution or amendment of agreements or the terms of instruments, whenever said agreements or instruments are related to
shareholding interests; m) to coordinate the sale of interests retained by the Company, its whollyowned or other subsidiaries, or affiliated companies, upon approval of the Board of Directors; n) to propose the corporate governance policy; o) to conduct ombudsman activities. Sole Paragraph: Whenever the Chief Executive Officer deems necessary for the Companys good conduction of business, he can assign to any Officer the duties of another Officer, as well as exempt any Officer from certain duties, recording these situations in the minutes of the Board of Executive Officers meeting. Article 16 The Board of Executive Officers shall meet on a regular basis at least once a month, and on an extraordinary basis whenever called by initiative of the Chairman or at the request of any of the Officers. Paragraph One The Board of Executive Officers decisions shall be made according to the guidelines set forth by the Board of Directors. Paragraph Two Any annual meeting of the Board of Executive Officers may not be held in the absence of any issue to be decided by it. Paragraph Three The Board of Executive Officers decisions shall be in the minutes of the respective meetings. Article 17 The Company shall only be considered validly obligated upon the signatures: (a) of the Chief Executive Officer and of one (1) Officer or any two (2) Officers acting jointly; or (b) of the Chief Executive Officer or of any Officer jointly with an attorney-in-fact, acting in conformity with the limits set forth in the respective power of attorney; or (c) two (2) attorneys-in-fact, acting jointly and within the limits set forth in the respective powers of attorney. (d) one attorney-in-fact, in case of ad judicia and ad judicia et extra powers of attorney to represent the Company in lawsuits or administrative proceedings and in compliance with the limits established in the respective power of attorney. Sole Paragraph The Company shall be validly obligated by the isolated signature of any member of the Board of Executive Officers, in the event this representation is previously approved by the Board of Directors. Article 18 Any member of the Board of Executive Officers or attorney-in-fact, acting separately and within the limits set forth in the respective power of attorney, shall have powers to execute the following acts:
(a)
endorsement of checks, for deposit in the Companys accounts;
(b) issuance of trade notes and their endorsement for purposes of collection; and, (c) execution of routine correspondence which does not create any responsibility for the Company. (d) receipt of summons, notifications and court and administrative notices, personal deposition and representation in hearings; (e) practice of administrative acts in general, before public agencies and tax and/or tax-related entities within the federal, state or municipal scopes, including the Internal Revenue Service, Brazilian Social Security Institute (INSS), Federal Savings Bank, Boards of Trade and notary offices and may sign petitions, motions, motions to deny, appeals, withdrawal of defense in lower courts administrative decision, withdrawal of appeals in administrative state decision, panel or plenary session within the federal, state and municipal scopes, tax books, accounting books, commercial books, authorization to print tax-related documents, monthly and annual statements and/or information, petitions to use credits from ICMS (State VAT), requests of tax reimbursement and/or tax carryforward, requests of payment by installment of debts, communications, requests of debt clearance certificate, information forms, information statements, tax refund statement or tax carryforward and tax regularizations; and (f) compliance and negotiation of tax, labor or social security liabilities, provided that it does not imply the assumption of new obligations.
Sole Paragraph The granting of powers of attorney by the Company, except those designated for the practice of the acts provided for in Article 11 above, shall always depend on the previous and express approval of the Board of Executive Officers, and the respective instruments shall always be signed by the Chief Executive Officer and by one of the other Officers or by two Officers, and shall expressly set forth the powers of the attorneys-in-fact and, except the powers of attorney granted for legal purposes, shall have a maximum validity term of one (1) year. CHAPTER IV FISCAL COUNCIL Article 19 The Company shall have a non-permanent Fiscal Council that shall exercise the duties imposed by law and which shall only be instated upon the request of shareholders who represent at least two percent (2%) of the voting shares. Sole Paragraph The Fiscal Council shall consist of at least three (3) and at most five (5) sitting members and their respective deputies, shareholders or not, resident in the county. Reelection is allowed. In the fiscal years in which the instatement of the Fiscal Council is requested, the Annual Shareholders Meeting shall elect its members and set forth the respective compensation, and the term of office of the members of
the Fiscal Council shall end on the date of the first Annual Shareholders Meeting held after its instatement. The investiture of the members of the Fiscal Council shall be subject to the previous subscription of the Instrument of Consent of the Members of the Fiscal Council provided for in BOVESPAs Novo Mercado Regulation.
CHAPTER V SHAREHOLDERS MEETING Article 20 Shareholders Meetings shall be annual or extraordinary. The Annual Shareholders Meeting shall be held within four (4) months subsequent to the closure of the fiscal year and any Extraordinary Shareholders Meetings shall be held whenever the Companys interests require. Article 21 The Shareholders Meetings shall be chaired by the Chairman of the Board of Directors or, in his absence, by the Vice-Chairman, or, in his absence, by the Companys Chief Executive Officer or, in his absence, by any of the other Officers. The Secretary of the Shareholders Meeting shall be chosen by the shareholders. Paragraph One The call notice may stipulate that, in addition to the requirements provided for by law, the deposit of the receipt issued by the depositary institution at the Companys headquarters, or at the financial institution designated in the call notice, seventy-two (72) hours before the day of the Shareholders Meeting as a condition to the attendance of the shareholder at the Shareholders Meeting. Paragraph Two The call notice may also stipulate that the deposit of the power of attorney required for the shareholder to be represented by an attorney-in-fact at the Shareholders Meeting is made at the Companys headquarters or in a financial institution designated in the call notice seventy-two (72) hours before the day of the Shareholders Meeting. Article 22 The resolutions of the Shareholders Meeting shall be taken by affirmative vote of the majority of shareholders, in compliance with Article 30, sole paragraph. Article 23 It is incumbent upon the Shareholders Meeting, in addition to the attributions provided for by law: (a) to resolve on the Companys delisting from the Novo Mercado of the So Paulo Stock Exchange BOVESPA; and, (b) to choose, among those indicated in a three-name list by the Board of Directors, the specialized company responsible for the preparation of the appraisal report of the Companys shares, in the event of deregistration as a publicly-held company or delisting from the Novo Mercado, as provided for in Chapters VIII and IX of these Bylaws.
CHAPTER VI FISCAL YEAR AND FINANCIAL STATEMENTS Article 24 The fiscal year shall end on December 31 of each year. Article 25 At the end of each fiscal year, the financial statements shall be drawn up according to the applicable legal rules. The Company may, at the Board of Directors discretion, draw up semiannual or quarterly financial statements or financial statements for smaller periods of time in compliance with the legal prescriptions, and the Board of Directors may resolve and declare interim dividends on the account of the net income ascertained in the period or on the account of retained earnings or of profit reserve, including as total or partial advance of the mandatory dividend of the year in progress. Paragraph One After the deductions provided for by law, the Shareholders Meeting shall resolve on the distribution of profits based on the proposal presented by the Board of Executive Officers, after listening to the Board of Directors and, if in operation, after obtaining the opinion of the Fiscal Council. Paragraph Two In each fiscal year, the shareholders shall be entitled to a minimum mandatory dividend of twenty-five percent (25%) of the Companys net income, pursuant to Article 202 of the Corporation Law. Paragraph Three The Board of Directors may also resolve on the payment of interest on its own capital according to the current legislation, in total or partial substitution of dividends, including interim dividends whose declaration is allowed by the caput of this Article or, also, in addition to them. Paragraph Four It shall be incumbent upon the Board of Directors, in compliance with the current legislation, to determine, at its discretion, the amount and the date of the payment of each portion of interest on its own capital, whose payment it resolves. Paragraph Five The Annual Shareholders Meeting shall decide on ascribing to the mandatory dividend amount the amount of interest on its own capital resolved by the Company during the year. Paragraph Six The dividends and interest on the Companys own capital shall be paid on the dates and places indicated by the Investor Relations Officer. In the event they are not claimed within three (3) years counted from the beginning of the payment, they shall be reverted in favor of the Company. CHAPTER VII SALE OF THE CONTROL POWER Article 26 The sale of the Companys control, either by means of a single operation or by means of successive operations, shall be contracted under the suspensive or resolutory condition that the acquirer of the control undertakes to hold the public offering of acquisition of shares from the other shareholders, in compliance with the
conditions and the terms provided for in the current legislation and in the Novo Mercado Listing Regulation, in order to ensure them equal treatment to that given to the Selling Controlling Shareholder.
Article 27 The public offering referred in the previous Article shall also be held: (a) in the event that there is onerous assignment of subscription rights of shares or of other securities or rights related to securities convertible into shares that results in the sale of the Companys control; and, (b) in the event of sale of control of a company that holds the Companys control power, and in this case, the Selling Controlling Shareholder undertakes to declare to BOVESPA the value attributed to the Company in this sale and attach documentation that proves it. Article 28 Whoever already holds the Companys shares and acquires the Control Power due to a private agreement of purchase of shares entered into with the Controlling Shareholder involving any number of shares undertakes to: (a) hold the public offering referred to in Article 26 of these Bylaws; and,
(b) refund the shareholders from whom he/she has purchased shares in a stock exchange in the six (6) months prior to the date of sale of the Companys control, and he/she must pay them any possible difference between the price paid to the Selling Controlling Shareholder and the amount paid on the stock exchange for the Companys shares in this same period, duly restated. Article 29 The Company shall not register: (a) any transfer of shares to the purchaser of control of the Company or to those who hold the control power, while these shareholders have not subscribed the Instrument of Consent of Controlling Shareholders, provided for in the Novo Mercado Listing Regulation, and (b) any Shareholders Agreement that mentions the exercise of the Control Power, while its signatories have not subscribed the Instrument of Consent of Controlling Shareholders provided for in the Novo Mercado Listing Regulation. CHAPTER VIII DEREGISTRATION AS A PUBLICLY-HELD COMPANY Article 30 Without adverse effects to the legal and regulatory provisions, deregistration as a publicly-held company before the Brazilian Securities and Exchange Commission CVM shall be preceded by a public offering of acquisition of shares to be carried out by the Controlling Shareholder or by the Company that shall mandatorily have as offering minimum price the corresponding economic value, determined in an appraisal report prepared as provided for in Article 30.
Article 31 The appraisal report referred to in Article 30 shall be prepared by a specialized institution or company with proven experience and independent from the Companys decision power, its administrators and Controlling Shareholder, as well as meet the other legal requirements. The costs incurred with the preparation of the report shall be assumed by the offeror. Sole Paragraph The choice of the specialized institution or company responsible for the preparation of the appraisal report is incumbent upon the Shareholders Meeting, as set forth in Article 23, b of these Bylaws, as of the presentation by the Board of Directors of a three-name list, and the respective resolution, not counting blank votes, shall be made by an absolute majority of votes of shareholders representing the outstanding shares attending the Shareholders Meeting which, if instated at first call, shall include the attendance of the shareholders who represent at least twenty percent (20%) of the total outstanding shares, or, if instated at second call, may include the attendance of any number of shareholders representing the outstanding shares.
CHAPTER IX DELISTING FROM THE NOVO MERCADO Article 32 In the event that the Companys shareholders, gathered at the Extraordinary Shareholders Meeting, resolve on the Companys delisting from the special trading segment called Novo Mercado, the shareholder or group of shareholders who holds the Companys control power shall carry out the public offering of acquisition of shares by at least the amount ascertained pursuant to Article 30 and 31 of these Bylaws, in compliance with the applicable legal and regulatory rules, on the assumption that: (a) the Companys delisting from the Novo Mercado occurs for its shares to be registered for trading off the Novo Mercado, or (b) the Company performs a corporate reorganization operation in which the companys shares resulting from said reorganization are not admitted for trading in the Novo Mercado. Sole Paragraph The public offering provided for in this Article shall comply with the rules of the public offering for deregistration as a publicly-held company before the CVM. CHAPTER X ARBITRATION COURT Article 33 The Company, its Shareholders, Administrators and the members of the Fiscal Council undertake to resolve, through arbitration, all and any disputes or controversies that may arise among them, related to or resulting from, especially, the application, validity, efficiency, interpretation, violation and their effects, of the provisions in the Corporation Law and the Companys Bylaws, and in the rules issued by the Brazilian Monetary Council, the Brazilian Central Bank and the Brazilian Securities and Exchange Commission, as well as in the other rules applicable to the operation of the capital markets in general, in addition to
those in the Novo Mercado Listing Regulation, in the Novo Mercado Participation Agreement and in the Arbitration Regulation of the Market Arbitration Chamber.
CHAPTER XI GENERAL PROVISIONS
Article 34 The Company shall be liquidated in the events provided for by law. The Shareholders Meeting shall determine the form of liquidation, appoint the liquidator and the members of the Fiscal Council - which shall operate throughout the liquidation period - determining their respective fees.
Rio de Janeiro, September 28, 2009.
Ronnie Vaz Moreira Chairman
Patricia Veiga Borges Secretary

Minutes of Annual and Extraordinary Shareholders Meeting 03 24 2010

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LIGHT S.A. Corporate Taxpayers ID (CNPJ): 03.378.521/0001-75 Company Registry (NIRE): 33.300.263.

Rio de Janeiro, March 24, 2010.

Patricia Veiga Borges Secretary

LIGHT S.A. Corporate Taxpayers ID (CNPJ) 03.378.521/0001-75 BYLAWS

endorsement of checks, for deposit in the Companys accounts;

CHAPTER XI GENERAL PROVISIONS

Rio de Janeiro, September 28, 2009.

Ronnie Vaz Moreira Chairman

Patricia Veiga Borges Secretary

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