Manangement Proposal - Extraordinary General Meeting on 08/10/2010

7/30/2019 Manangement Proposal - Extraordinary General Meeting on 08/10/2010

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LIGHT S.A.

MANAGEMENT PROPOSAL

SPECIAL SHAREHOLDERS MEETING OF AUGUST 10, 2011

Dear Sirs,

The Management of Light S.A. (Company) submits herein the followingproposals for the examination of its shareholders attending the SpecialShareholders Meeting to be held on August 10, 2011, at 10:00 a.m., at theCompanys headquarters, located at Av. Marechal Floriano, 168, Parte, 2andar, Corredor A, Centro, in the City and State of Rio de Janeiro:

1) Amend the Companys Bylaws, aiming at conforming them with the newversion of BM&FBOVESPAsNovo MercadoRules (as per document availableat IPE system of BMF&BOVESPA - periodic and occasional information) Category: Meeting, Type: Management Proposal and Issue: Amendment to theBylaws);

2) Elect four (4) sitting members and four (4) deputy members to the Board ofDirectors in order to replace the resigning board members for the remainingtenure of board members to be replaced to expire at the Annual ShareholdersMeeting that will deliberate on the financial statements for the fiscal year to endon December 31, 2011 (as per document available at IPE system ofBMF&BOVESPA - periodic and occasional information) Category: Meeting,

Type: Management Proposal and Issue: Election of the Board of Directorsmembers); and

3) Review the individual compensation of sitting and deputy members of theFiscal Council approved at the Annual and Special Shareholders Meeting heldon April 28, 2011 (as per document available at IPE system of BMF&BOVESPA-periodic and occasional information) Category: Meeting, Type: ManagementProposal and Issue: Fiscal Council members compensation).


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Amendment to the Bylaws

REPORT OF ORIGIN AND JUSTIFICATION FOR THE PROPOSAL TOAMEND AND/OR CREATE THE FOLLOWING ARTICLES: ARTICLE 5, CAPUTAND PARAGRAPHS 2; 3; 4; 5; ARTICLE 7, PARAGRAPH 3; ARTICLE 8,PARAGRAPHS 1; 2; ARTICLE 9, PARAGRAPHS 1; 2; 3; 4; ARTICLE 11,XXXIII; XXXIV; ARTICLE 19, SOLE PARAGRAPH; ARTICLE 23, (a);

ARTICLE 27, (b); ARTICLE 28, (b); ARTICLE 31, CAPUT AND SOLEPARAGRAPH; ARTICLE 32, CAPUTAND PARAGRAPHS 1; 2; 3; ARTICLE33, CAPUT AND PARAGRAPHS 1; 2; ARTICLE 34, CAPUT; ARTICLE 35;and, ARTICLE 36, CAPUTOF LIGHT S.A. BYLAWS.

Dear Shareholders,

In view of the Special Shareholders Meeting to be held on August10, 2011, which will resolve, among other issues, on the proposal to amend the

aforementioned articles of Light S.A.s Bylaws (Light or Company), this

present report is available detailing the origin and justification for said proposal

to amend the Bylaws and analyzing its legal and economic effects (Report),

pursuant to CVM Rule 481/2009, Article 11, item II.

I. AMENDMENTS PROPOSED

At the Board of Directors Meeting of Light S.A. held on July 21,

2011, the proposal to amend the following articles was approved: Article 5,

caputand Paragraphs 2; 3; 4; 5; Article 7, Paragraph 3; Article 8, Paragraphs 1;

2; Article 9, Paragraphs 1; 2; 3; 4; Article 11, XXXIII; XXXIV; Article 19, Sole

Paragraph; Article 23, (a); Article 27, (b); Article 28, (b); Article 31, caputand

Sole Paragraph; Article 32, caputand Paragraphs 1; 2; 3; Article 33, caputand

Paragraphs 1; 2; Article 34, caput; Article 35, and Article 36of the Company's

Bylaws (Proposal).

The amendments to the Articles mentioned above aim at

conforming the Company's Bylaws with the new version of the Novo Mercado

Listing Rules (Novo Mercado), effective as of May 10, 2011 (Novo Mercado

Latest Rules).

Once approved the proposal, said articles shall have the following

wording:

Article 5 The Companys capital, fully subscribed andpaid up, is two billion, two hundred and twenty-five million,


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eight hundred and twenty-two thousand, one hundred andninety-seven reais and eighty-nine centavos(R$2,225,822,197.89), represented by two hundred andthree million, nine hundred and thirty-four thousand andsixty (203,934,060) registered, non-par book-entry

common shares, and the Company is authorized toincrease its capital upon resolution of the Board ofDirectors and regardless of amendment to the Bylaws upto the limit of two hundred and three million, nine hundredand sixty-five thousand and seventy-two(203,965,072)registered, non-par book-entry commonshares.

(...)

Paragraph Two The Company cannot issue preferred

shares.

Paragraph ThreeThe issuance of shares by the Boardof Directors within the authorized capital limit is exclusivelyaimed at providing for the exercise of warrants issued bythe Company and must strictly comply with the conditionsprovided for in the warrants.

Paragraph Three Four Any capital increase unrelatedto the purpose set forth in the previous paragraph shall besubject to the resolution of the shareholders gathered at

the shareholders meeting, who shall determine theconditions to prevail for the issuance of shares.

Paragraph Four Five Shareholders may be charged forremuneration mentioned in paragraph 3 of Article 35 ofLaw 6,404, of December 15, 1976 and subsequentamendments (Brazilian Corporation Law).

(...)

Article 7 (...)

Paragraph Three The investiture of the Managers shallbe subject to the previous signature of the Instrument ofConsent of the Managers provided for in the NovoMercado (New Market) Rules of BOVESPABM&FBOVESPA, as well as comply with applicable legalrequirements.

Article 8 (...)

Sole Paragraph One In the composition of the Board ofDirectors, at least, twenty percent (20%) of the board


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members shall be Independent Board Members,according to the definition of the Novo Mercado ListingRules. The board members elected as provided for byArticle 141, Paragraphs 4 and 5, of the BrazilianCorporation Law, are also considered independent.

Paragraph Two Should the percentage defined inParagraph above result in a fractional number of boardmembers, it shall be rounded off pursuant toBM&FBOVESPAs Novo Mercado Rules.

Article 9 -(...)

Paragraph One The positions of Chairman of the Boardof Directors and CEO or the Companys main executive

cannot be cumulated by same person.

Paragraph Two The Chairman of the Board of Directorsshall be replaced during his temporary impediments, bythe Vice-Chairman, or, during his absence, by other Boardmember appointed by the Chairman of the Board and,upon no appointment, as elected by other Boardmembers.

Paragraph Two Three In the event of vacancy of anyposition as Board member, the Board of Directors shall

call for a Shareholders Meeting to fill in the vacantposition.

Paragraph Three Four In the event that the position ofChairman of the Board is vacant, the Vice-Chairman shallassume his position and shall remain in the position untilthe Board elects its Chairman, the substitute remaining inthe position of Chairman for the remaining term.

(...)

Article 11 (...)

XXXIII AGREE OR DISAGREE WITH ANY TENDER

OFFER TO ACQUIRE SHARES ISSUED BY THE

COMPANY, THROUGH A SUBSTANTIATED PREVIOUS

OPINION, PUBLISHED WITHIN FIFTEEN (15) DAYS AS

OF THE PUBLICATION OF THE NOTICE ON THE

TENDER OFFICER, WHICH SHALL COMPRISE, AT

LEAST (I) THE CONVENIENCE AND OPPORTUNITY


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OF THE TENDER OFFER AS TO THE GROUP OF

SHAREHOLDERS INTEREST AND IN RELATION TO

THE LIQUIDITY OF SECURITIES; (II) THE TENDER

OFFER EFFECTS ON THECOMPANYS INTERESTS;

(III) STRATEGIC PLANS DISCLOSED BY OFFEROR IN

RELATION TO THE COMPANY; (IV) OTHER ISSUES

THE BOARD OF DIRECTORS MAY DEEM RELEVANT,

AS WELL AS THE INFORMATION REQUIRED BY

APPLICABLE RULES SET FORTH BY CVM; AND

XXXIV- DEFINE A THREE-NAME LIST OF COMPANIES

SPECIALIZED IN COMPANIES ECONOMIC

VALUATION TO PREPARE A VALUATION REPORT

FOR THE COMPANY SHARES, IN THE EVENT OF

TENDER OFFER (OPA) FOR THE COMPANY

DEREGISTERING AS A PUBLICLY HELD COMPANY

OR DELISTING FROM NOVO MERCADO.

(...)

Article 19 (...)

Sole Paragraph The Fiscal Council shall consist of, atleast, three (3) and at most five (5) sitting members andtheir respective deputies, shareholders or not, resident inthe country. Reelection is allowed. In the fiscal years inwhich the instatement of the Fiscal Council is requested,the Shareholders Meeting shall elect its members and setthe respective compensation, and the term of office of the

members of the Fiscal Council shall end on the date of thefirst Annual Shareholders Meeting held after itsinstatement. The investiture of the members of the FiscalCouncil shall be subject to the previous signature of theInstrument of Consent of the Members of the FiscalCouncil provided for in BOVESPAs BM&FBOVESPAsNovo Mercado Rules, as well as to the compliance withapplicable legal requirements.

(...)

Article 23 (...)


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(a) to resolve on the Companys delisting from the NovoMercado of the So Paulo Stock Exchange BOVESPA BM&FBOVESPA; and,

(...)

Article 27 (...)

(b)in the event of sale of control of a company that holdsthe Companys control power, and in this case, the SellingControlling Shareholder undertakes to declare toBOVESPA BM&FBOVESPA the value attributed to theCompany in this sale and attach documentation thatproves it.

Article 28 (...)

(b) refund the shareholders from whom he/she haspurchased 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 differencebetween the price paid to the Selling ControllingShareholder and the amount paid on the stock exchangefor the Company shares in this same period, duly restated.pay, as indicated below, the amount corresponding to thedifference between the tender offer price and the amountpaid per share eventually acquired at the stock exchangeduring the six (6) months prior to the acquisition date ofthe Control Power, duly adjusted up to the date ofpayment. Said amount shall be distributed among all thosepersons who sold Company shares at the trading floorswhere the acquirer of control power made the acquisitions,proportionally to the daily selling net balance of eachshare, and BM&FBOVESPA shall make the distributionoperational, pursuant to its rules.

(...)

Article 31 The appraisal report referred to in Article 30

shall be prepared by a specialized institution or companywith proven experience and independent from theCompanys decision power, its managers and ControllingShareholder, as well as meet other legal requirements ofArticle 8, paragraph 1 of the Brazilian Corporation Lawand contain the responsibility provided for in Paragraph 6of this same article. The costs incurred with thepreparation of the report shall be assumed by the offeror.

Sole Paragraph The choice of the specialized institution

or company responsible for calculating the Company'seconomic value, resulting from the preparation of the


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appraisal report is incumbent upon the ShareholdersMeeting, as set forth in Article 23, b of these Bylaws, asof the presentation by the Board of Directors of a three-name list, and the respective resolution, not countingblank votes, shall be made by an absolute majority of

votes of shareholders representing the outstanding sharesattending the Shareholders Meeting which, if instated atfirst call, shall include the attendance of the shareholderswho represent, at least, twenty percent (20%) of the totaloutstanding shares, or, if instated at second call, mayinclude the attendance of any number of shareholdersrepresenting the outstanding shares.

Article 32 If the Companys delisting from NovoMercado is resolved, so that its securities can beregistered for trading outside the Novo Mercado, or due to

corporate restructuring, in which the securities of thecompany resulting from this restructuring are not acceptedfor trading at Novo Mercado within one hundred andtwenty (120) days as the date of the shareholdersmeeting that approved said operation, the ControllingShareholder shall conduct the tender offer of sharespertaining to other Companys shareholders, at least, bythe respective Economic Value, to be calculated in thevaluation reportthe Companys shareholders, gathered atthe Special Shareholders Meeting, resolve on theCompanys delisting from the special trading segment

called Novo Mercado, the shareholder or group ofshareholders who holds the Companys control powershall carry out the tender offer by at least the amountverified pursuant to Articles 30 and 31 of these Bylaws, incompliance with the applicable legal and regulatory rules,on the assumption that.

Paragraph One The Companys delisting from NovoMercado, in the assumptions mentioned above, will besubject to the tender offer under the same conditions set

forth in Article 32, even if there is no ControllingShareholder.

Paragraph Two Saidshareholdersmeeting shall definethose responsible for conducting the tender offer, andthose attending the meeting shall expressly assume theobligation to conduct the tender offer.

Paragraph Three If no person in charge of the tenderoffer is defined in the event of corporate restructuring, inwhich the company resulting from this restructuring does

not have its securities accepted for trading at the Novo


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Mercado, shareholders who voted favorable to thecorporate restructuring shall conduct said tender offer.

Article 33The Companys delisting from Novo Mercado,in view of failure to comply with the obligations mentioned

in the Novo Mercado Rules, shall be subject to theexecution of a tender offer, at least, by the EconomicValue of shares, to be calculated in valuation reportpursuant to Articles 30 and 31 of these Bylaws, inaccordance with the applicable legal and regulatory rules.

Paragraph One The Controlling Shareholder shallconduct the tender offer provided for in the caput of thisArticle. During his absence and when the previouslymentioned companys delisting from Novo Mercadoderives from the resolution at theshareholdersmeeting,

shareholders who voted favorably to the resolution thatimplied the respective non-compliance shall materializethe respective tender offer.

Paragraph Two Also in the assumption of no ControllingShareholder and the Companys delisting from NovoMercado occurs due to Management's act or fact, theCompanys Management shall call for a shareholdersmeeting whose agenda shall resolve on how to remedythis failure to comply with obligations mentioned in theNovo Mercado Rules or, where applicable, resolve on theCompanys delisting from Novo Mercado, and shall definethe person in charge of said tender offer referred to herein,and this(these) person(s), attending the meeting, shallexpressly assumed this obligation.

(a) the Companys delisting from the Novo Mercadooccurs for its shares to be registered for trading outsidethe Novo Mercado, or

(b) the Company performs a corporate restructuring in

which the companys shares resulting from saidrestructuring are not accepted for trading in the NovoMercado.

Sole Paragraph The tender offer provided for in thisArticle shall comply with the rules of the tender offer forderegistration as a publicly held company before the CVM.

Article 33 34 The Company, its Shareholders,managers and the members of the Fiscal Councilundertake to resolve, through arbitration, before the

Market Arbitration Panel, all and any disputes orcontroversies that may arise among them, related to or


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resulting from, especially, the application, validity,efficiency, interpretation, violation and their effects, of theprovisions in the Brazilian Corporation Law and theCompanys Bylaws, and in the rules issued by theBrazilian Monetary Council, the Brazilian Central Bank and

the Brazilian Securities and Exchange Commission, aswell as in the other rules applicable to the operation of thecapital markets in general, in addition to those in the NovoMercado Listing Rules, in the Novo Mercado ListingAgreement, the Sanction Regulation and in the ArbitrationRegulation of the Market Arbitration Panel.

Article 34 35 The Company shall be liquidated in theevents provided for by law. The Shareholders Meetingshall determine the form of liquidation, appoint the

liquidator and the members of the Fiscal Council - whichshall operate throughout the liquidation period -determining their respective fees.

Article 36 -As the Company was accepted in the speciallisting segment called Novo Mercado of BM&FBOVESPA Brazilian Securities, Commodities and FuturesExchange (BM&FBOVESPA), the Company, as well asits shareholders, Managers, and Fiscal Council members,when instated, are subject to the provisions ofBM&FBOVESPAs Novo Mercado Listing Rules (Novo

Mercado Rules), which shall prevail on the provisions ofthese Bylaws, in the event of harm caused to the rights oftender offer receivers provided for herein.

II. ORIGIN AND JUSTIFICATION FOR THE PROPOSAL

These amendments to the Companys Bylaws have been

suggested in view of the need to conform them to the new version of the Novo

MercadoListing Rules.

In this regard, the articles amended enable proper conformity of

the Bylaws, as set forth by BM&FBOVESPA, according to the Letter GAE

1366/11 of June 8, 2011 issued and forwarded to the Company by the Issuers

Regulation Officer.


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III. LEGAL AND ECONOMIC EFFECTS OF THE PROPOSAL

As mentioned, the amendments proposed, briefly, aim at

conforming them to the new version of the Novo MercadoListing Rules.

The Company is expressly forbidden from issuing preferred

shares, and all its shares shall be common and registered shares.

Should the percentage result in a fractional number of

independent board members, it shall be rounded off: (i) to the subsequent

number if the fraction is equal to or higher than five tenths (0.5); or (ii) to the

previous number, if the fraction is smaller than five tenths (0.5).

The position of Chief Executive Officer cannot cumulate with the

position as Chairman of the Board of Directors.

The Companys Board of Directors shall be required to issue a

previous report for the conduction of any tender offer, as well as to define a

three-name list of companies specialized in the preparation valuation report for

the Company shares.

If the control power is acquired by someone that already holds the

Company shares, the criterion to pay for shares acquired is then calculated

based on the amount corresponding to the difference between the tender offer

price and the amount paid per share acquired at the stock exchange during the

six (6) months prior to the acquisition of control power.

The Companys delisting from the Novo Mercado is subject to the

conduction of the tender offer to be resolved at the Company's shareholders

meeting, even though in the event of failure to comply with obligations set forthin the Novo MercadoRules.

In the event the Companys authorization to trade its securities at

the Novo Mercado is cancelled, these securities cannot be traded for, at least,

two (2) years as of the cancellation date.

The Novo MercadoRules shall prevail on the Companys Bylaws

provisions whenever the rights of tender offer receivers are harmed.


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The amendments proposed herein neither change nor affect any

shareholders rights, which exclusively concern with the organizational structure

and the authority of the Company's Management bodies.

Rio de Janeiro, July 26, 2011.


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Election of the Board of Directors Members

Dear Shareholders,

In view of the Special Shareholders Meeting to be held on August10, 2011, to resolve among other issues, on the proposal to elect four (4) sitting

members and four (4) deputy members of the Board of Directors in replacement

of resigning board members for the remaining tenure of board members to be

replaced to expire at the Annual Shareholders Meeting to resolve on the

financial statements for the fiscal year to end on December 31, 2011. The

information included in items 12.6 to 12.10 of the reference form is available,

referring to nominees appointed or supported by the Management or controlling

shareholders.

12.6. In relation to each manager and members of the Issuers Fiscal Council,

indicate the following in a table:

a. name

b. age

c. profession

d. individual taxpayers ID (CPF) or passport number

e. position

f. date of election

g. date of investiture

h. term of office

i. other positions or offices held in the issuer

j. if elected by controlling shareholder or not


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Members of the Board of Directors:

a.

name

b.

age

c.

profession

d.

CPF

e.

position to

be held

f.

date of

Meetingthat

elected themember

g.

date of

investiture

h.

term of

office

i.

other positions

held in theCompany

j.

appointed by

controllingshareholder

HumbertoEstquio

Cesar Mota

65 Lawyer 002.067.766-91Sitting

Member8/10/2011 8/10/2011 7 months

To be definedat the Board of

Directors Meeting

Yes

MarceloGarcia

Vargens

42Social

Assistant012.639.337-00

Sitting

Member8/10/2011 8/10/2011 7 months

To be defined at the

Board of Directors

MeetingYes

RutellyMarques da

Silva

36 Economist 925.773.936-87Sitting

Member8/10/2011 8/10/2011 7 months

To be defined at theBoard of Directors

Meeting

Yes

Andr

FernandesBerenguer

43Business

Manager127.759.138-57

Sitting

Member8/10/2011 8/10/2011 7 months


Board of DirectorsMeeting

Yes

Magno dosSantos Filho

48 ElectricityTechnician

891.944.467-68 DeputyMember

8/10/2011 8/10/2011 7 months


Board of Directors

Meeting

Yes

Csar Vaz de

MeloFernandes

53ElectricalEngineer

299.529.806-04 DeputyMember

4/28/2011 4/28/2011 1 year

Member of the

Committee Yes

Marcelo

Pedreira deOliveira

43 Economist 003.623.457-59Deputy

Member8/10/2011 8/10/2011 7 months

To be defined

at the Board ofDirectors Meeting

Yes

MarioAntonio

Thomazi

52Bank

Employee290.272.500-06

Deputy

Member8/10/2011 8/10/2011 7 months

To be definedat the Board of

Directors Meeting

Yes

Carmen

LciaClaussen

Kanter

61 Architect 256.191.107-10DeputyMember

3/24/2010 3/24/2010 2 years None Yes

12.7. Provide information mentioned in 12.6 for members of statutory committees,

as well as audit, risk, finance and compensation committees, even if said

committees or structures are not statutory1:

1Information included in this item shall cover audit, risk, finance and compensation committees, as well

as similar organizational structures, even if these committees or structures are not statutory, provided that

these committees or structures participate in the decision-making process of the Manageme nts bodies or

in the issuers management as consultants or controllers.

Audit Committee:

a.

name

b.

age

c.

profession

d.

CPF

e.

position tobe held

f.

date ofnomination

g.

date ofinvestiture

h.

term ofoffice

i.

other positionsheld

in the Company

j.

appointed bycontrolling

shareholder

To be defined

at the Board

of Directors

Meeting

To be defined

at the Board

of Directors

Meeting


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Finance Committee:

a.name

b.age

c.profession

d.CPF

e.position to

be held

f.date of

nomination

g.date of

investiture

h.term

of

office

i.other positions held

in the Company

j.appointed

by

controllingshareholde

To be

defined

at the Boardof Directors

Meeting

To be

defined

at the Boardof Directors

Meeting

To be

defined atthe Board of

Directors

Meeting

PauloRoberto

Reckziegel

Guedes

49 Engineer 400.540.200-34

Member of

the FinanceCommittee

1st Board ofDirectors

Meeting after

the AnnualShareholders

Meeting:4/9/2010

1st Board ofDirectors

Meeting after


Meeting:4/9/2010

2

years

Member of the Board

of Directors, Memberof the Audit,

Management and

Human Resources

Committees

Yes

Management Committee:

a.

name

b.

age

c.

profession

d.

CPF

e.

position to

be held

f.

date of

nomination

g.

date of

investiture

h.

term

of

office

i.

other positions

held

in the Company

j.

appointed by

controlling

shareholder

To be defined

at the Board

of Directors

Meeting

To be defined

at the Board

of Directors

Meeting

FernandoHenrique

Schuffne

49Electrical

Engineer328.909.826-53

Member ofthe

Management

Committee

1st

Board of

Directors

Meeting afterthe Annual

ShareholdersMeeting:

4/9/2010

1st

Board of

Directors

Meeting afterthe Annual


4/9/2010

2

years

Member of the

Board of Directors;Member of the

Management

Committee

Yes

Paulo Roberto

Reckziegel

Guedes

49 Engineer 400.540.200-34

Member of

theManagement

Committee

1st Board of

Directors

Meeting after

the Annual


4/9/2010

1st Board of

Directors

Meeting after


Meeting:

4/9/2010

2years

Member of the

Board of Directors,

Member of the

Audit, Finance,

and Human

Resources

Committees

Yes

To be defined

at the Board

of DirectorsMeeting

Paulo Roberto

Reckziegel

Guedes

49 Engineer 400.540.200-34

Member of

the Audit

Committee

1st Board of

Directors

Meeting after

the Annual


4/9/2010

1st Board of

Directors

Meeting after

the Annual


4/9/2010

2 years

Member of the

Board of

Directors, Member

of the Finance,

Management andHuman Resources

Committees

Yes


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Human Resources Committee:

a.

name

b.

age

c.

profession

d.

CPF

e.

position to

be held

f.

date of

nomination

g.

date of

investiture

h.

term of

office

i.

other positions held

in the Company

j.

appointed by

controlling

shareholder

To be defined

at the Board

of Directors

Meeting

To be defined

at the Board

of Directors

Meeting

To be defined

at the Board

of Directors

Meeting

Paulo Roberto

Reckziegel

Guedes

48

Engineer 400.540.200-34

Member of

Human

Resources

Committee

1st Board of

Directors

Meeting after

the Annual


4/9/2010

1st Board of

Directors

Meeting after

the Annual


4/9/2010

2 years

Member of the Board

of Directors, and

Audit, Finance,

Management and

Human Resources

Committees

Yes

Governance and Sustainability Committee:

a.

name

b.

age

c.

profession

d.

CPF

e.

position to be

held

f.

date of

nomination

g.

date of

investiture

h.

term of

office

i.

other

positions

held

in the

Company

j.

appointed by

controlling

shareholder

Srgio Alair

Barroso

61 Economist 609.555.898-00

Member of

the

Governance

and

Sustainability

Committee

1st Board of

Directors

Meeting after

the Annual


4/9/2010

1st Board of

Directors

Meeting after

the Annual


4/9/2010

2 years

Member of

the Board of

Directors

Yes

To be defined

at the Board

of Directors

Meeting

To be definedat the Board

of Directors

Meeting

Djalma Bastos

de Morais

74 Engineer 006.633.526-49

Member of

the

Governance

and

Sustainability

Committee

1st

Board of

Directors

Meeting after

the Annual


4/9/2010

1st

Board of

Directors

Meeting after

the Annual


4/9/2010

2 years

Member of

the Board of

Directors

Yes

12.8. For each manager and fiscal council member, please provide:

a. a rsum, containing the following information:

i. main professional experiences during the last 5 years, including:

name of the company

position and associated job responsibilities

main activity in the company in which the experience took place,

indicating the associations or organizations that comprise (i) the issuers economic


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group, or (ii) shareholders who hold direct or indirect interest greater than 5% of

a same class or type of the issuers securities

ii. a list of all of the managerial positions held in publicly held companies

a. Rsums.

Board of Directors

Sitting Members

Humberto Eustquio Csar Mota

Born on August 18, 1946. Mr. Mota holds a bachelors degree in Law School

from the Federal University of Minas Gerais and Business Administration from the

Faculty of Administrative Sciences of the Business and Administration University. He

started his career at Brascan as a chief executive officers assistant, and subsequently,

development officer assistant, executive officer, vice president of corporate

development, vice chief executive officer and vice chairman of Brascan Brasil and chief

executive officer of Brascan Participaes. He was State Secretary of the Economic

Development of the State of Rio de Janeiro, President of Brazilian Postal Company

(Empresa Brasileira de Correios e Telgrafos), head of the Planning Department of the

State of Minas Gerais, special assistant of the Treasury Minister, president of the

Strategic Plan of the City of Rio de Janeiro, founder and president of Agencia Rio

Promoo, Desenvolvimento e Meio Ambiente (Promotion, Development and

Environment) and Chairman of the Board of Directors of Companhia de

Desenvolvimento Industrial do Rio de Janeiro. Mr. Mota was president of the Trade

Association of Rio de Janeiro, chief secretary and vice president of the Brazilian Trade

Association Confederation, president of the Brazil-Canada Chamber of Commerce, vice

president of the Manufacturing Center of Rio de Janeiro, member of the Decision-

Making Council of SEBRAE-RJ and board member of FGVs World Economy Center

and member of the Development Council of PUC (Pontifical Catholic University),

Gama Filho and Estcio de S. Mr. Mota participates in the presiding officer of Santa

Casa de Misericrdia do Rio de Janeiro, CIEE and Rotary Club. Since 2006, he has

been the chief executive officer of Dufry do Brasil Duty Free Shop Ltda. and vice

president of Empresas Brasif, chairman of the Supreme Council of the TradeAssociation of Rio de Janeiro ACRJ, president of the National Association of


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Brazilian Airport ConcessionairesANCAB, member of CDES (Council of Economic

and Social Development), board member of Empresas Brasif, member of the

Infrastructure Council of the National Industry Confederation COINFRA, member of

ANACs Advisory Council, director of Brazil-USA Chamber of Commerce , board

member of Alethia Institute, member of the Permanent Forum for Strategic

Development of the State of Rio de Janeiro and partner of Csar Mota Advogados and

Consultrade Assessoria Empresarial Ltda.

Marcelo Garcia Vargens

Born on November 28, 1969. Mr. Vargens holds a bachelors degree in Social

Service from the Federal University of Rio de Janeiro. He worked and coordinated the

ONG Internacional Mdicos sem Fronteiras (International NGO of Physicians) in Rio

de Janeiro. He was advisor for the local governments of Belo Horizonte and Rio de

Janeiro for Community Development issues in 1998. From 1999 to 2000, Mr. Vargens

served as the head of the Social Welfare State Department Office. From 2000 to 2002,

he served at the National Secretary of Social Welfare and as General Coordinator of

Tripartite Intermanagement Commission. From 2001 to 2002, he served as vice

president of CNAS. He served as Labor Municipal Secretary of Rio de Janeiro from

2002 to 2003 and Secretary of Social Welfare of the City of Rio de Janeiro from 2003

to 2008. From 2004 to 2010, he served as president of CONGEMAS (National Joint

Committee of Municipal Social Welfare Managers). From 2005 to 2009, he served as

member of CNAS and CIT representing the municipalities. He conducts systematic

trades with IDB and IBRD. He was secretary of Social Welfare of Juiz de Fora 2009

and executive secretary of CNA Institute 2010. Currently, he is the

Social Politics special advisor for the Development Bank of Minas Gerais State and

head of Staff for Participation, Articulation and Social Partnership of Minas Gerais

Governor.

Rutelly Marques da Silva

Born on January 20, 1975. He holds a bachelors degree in Economic Sciences

from the Faculty of Economic Sciences of the Federal University of Minas Gerais and

masters degree in Economics by the Center of Development and Regional Planning of

the Federal University of Minas Gerais. From 2003 to 2008, Mr. Silva served astechnical advisor and anti-trust general coordinator and subsequently, general


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coordinator of energy of the Economic Oversight Department, arm of the Treasury

Department, where he has been serving as secretary assistant since August 4, 2008. He

has been member of the Fiscal Council of Banco da Amaznia BASA since

September 2009, and since July 2011, he has been member of the Board of Directors of

Empresa de Pesquisa EnergticaEPE.

Andr Fernandes Berenguer

Born on January 13, 1968. Mr. Berenguer holds a bachelor's degree in Business

Administration from Getlio Vargas Foundation with specialization courses in foreign

universities. Mr. Berenguer joined Santander in July 2007 as Senior Banker of the

Construction and Infrastructure, Real Estate and Logistics, Agribusiness, Retail, Food

and Air Transportation sectors.

Currently, he is the officer of the Corporate & Investment Banking area of

Santander Group in Brazil.

Deputy Members

Magno dos Santos Filho

Born on November 6, 1963. Mr. Santos started his career in 1978 at the

Apprentice Training Center at the selection office facilities. He served as substation

operator at Light Servios de Eletricidade S.A. until 1994, when he was elected director

of the Union of Urban Service Workers, and he was released by the company to perform

union activities. In 2002, he served as president of Sintergia for two tenures. In June

2009, he served as General Secretary of the Urban Service Workers Federation, but still

holding the position of Sintergias officer.

Csar Vaz de Melo Fernandes

Born on November 5, 1957. Mr. Fernandes holds an MBA in Finance and

Business Management, both from IBMEC (Brazilian Institute of Capital Markets), in

2010 and 2000, respectively. He holds a bachelors degree in 1981 in Electrical

Engineering from UFMG (Federal University of Minas Gerais). Currently, Mr.

Fernandes is business development controller at Companhia Energtica de Minas Gerais

Cemig. From 2005 to 2007, he served as construction officer at Furnas. From 2003 to2005, he worked at Companhia Energtica de Minas Gerais Cemig as Distribution


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Controller of the Metropolitan Region of Belo Horizonte. Mr. Fernandes participates in

the coordination of several distribution projects and events at Cemig, as well as in the

implementation of new distribution technologies at Cemig.

Marcelo Pedreira de Oliveira

Born on November 17, 1967. He holds an MBA in Finance from IBMEC - 1994

and holds a bachelors degree in Economics from Faculty Candido Mendes - 1990. Mr.

Oliveira started his career as junior economist at the Fundao Rede Ferroviria de

Seguridade Social (Social Security Railway Network Foundation).

From 1992 to 1997, he served as economist, head of Managerial Accounting Division

and head of Control and New Business Department of Light S.A. From 1997 to 2004,

he was officer at SEB, assistant to Cemigs vice chief executive officer, chief executive

officer of Eletronet, Empresa de Infovias and Way Brasil Telecomunicaes, and also

chief financial and investor relations officer of Eletronet S.A. and Consrcio da Usina

Hidreltrica de Aimors (Aimors hydroelectric power plant consortium). From 2004 to

2006, at Iberdrola Group, he served as planning and control controller at Coelba S.A.

Since 2006 he has been serving at FIP Brasil Energia Group as president of Integrao

Transmissora de Energia S.A., Termeltrica Viana S.A. and PCH Brao. He is sitting

member of the Board of Directors of the following companies: Cemig, Eletronet, Way

Brasil, Consrcio Aimors, AES Communications Rio, Intesa, Tevisa and PCH Rio do

Brao and Chairman of Eletropaulos Fiscal Council.

Mario Antonio Thomazi

Born on July 17, 1959. He holds a bachelors degree in Accounting from Faculty

Judas Tadeu of Porto Alegre (state of Rio Grande do Sul) and he is graduated in

business administration from Getlio Vargas Foundation. Mr. Thomazi started his

career as accountant at Banco Maisonnave S.A (1975 to 1987). From 1987 to 1989, he

worked in the managerial information area of Banco Iochpe S.A. From 1989 to 1991, he

was in charge of the controllership, managerial information and operation processing

areas of Banco Santander S.A. Since 1991 he has been working for Banco Votorantim

S.A. as Managerial Information Manager, Product Manager, Controller and Risk,

Compliance and Material Resources Officer. He is a board member of Parati S.A.


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Carmen Lcia Claussen Kanter

Born July 5, 1950. Ms. Kanter was assistant institutional director of APIMEC-

RJ. She served as the Companys Investor Relations Manager, as Funding Manager of

Nuclebrs and as Housing Loan Analysis manager at BANERJ. Ms. Kanter served as a

member of the oversight board of Braslight, a board member of the Brazilian Investor

Relations Institute (IBRI), as an ABAMEC-Rio board member and as the former

director and president of IBRI-Rio. She received a degree in Architecture from the

Federal University of Rio de Janeiros School of Architecture and Urban Planning and

in financial management from the PLANFAP/MME. In 2001, she earned an MBA in

Marketing from the COPPEAD Graduate School of Business.

b. descriptions of any events in the past five years that resulted in:

i. any criminal conviction

ii. any judgment conviction in administrative proceeding of the Brazilian

Securities and Exchange Commission (CVM) and penalties applied

iii. any final and unappealable court decision, whether in administrative

proceeding or lawsuit, suspending or disqualifying him from performing any

professional or business activity

Members of the Board of Directors

Messrs. Humberto Eustaquio Cesar Mota, Rutelly Marques da Silva, Marcelo

Garcia Vargens, Marcelo Pedreira de Oliveira, Magno dos Santos Filho, Csar Vaz de

Melo Fernandes, Mario Antonio Thomazi, Andr Fernandes Berenguer and Ms. Carmen

Lcia Claussen Kanter, individually declare, for all legal purposes, that over the past 5

years they have not been subject to any criminal conviction, judgment conviction or

penalty in administrative proceeding before CVM or any final and unappealable

decision, whether legal or administrative suspending or disqualifying them from the

practice of any professional or business activity.

12.9. Inform the existence of marital or stable relationship, or kinship up to second

degree between:

a. issuers managementNot applicable.


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b. (i) issuers management and (ii) members of the management of direct or

indirect subsidiaries of the issuer

Not applicable.

c. (i) management of the issuer or its direct or indirect subsidiaries, and (ii)

issuers direct or indirect controlling shareholders

Not applicable.

d. (i) issuers management and (ii) management of issuers direct or indirect

parent companies

Not applicable.

12.10. Inform the existence of any subordination, service provision or control

relationships in the last 3 fiscal years between issuers management members and:

Except for the relationships described below in this item, the members of the

Board of Directors and the Fiscal Council have not had any subordination, service

provision or control relationships in the last three fiscal years with direct or indirect

subsidiaries, direct or indirect controlling shareholder of the Company, or suppliers,

clients, debtor or creditor of the Company, of its subsidiary or parent company, or

subsidiaries of any of these persons, if relevant.

a. any direct or indirect subsidiary of the issuer

Messrs. Humberto Eustaquio Cesar Mota, Marcelo Garcia Vargens and Cesar

Vaz de Melo Fernandes, nominated as members of the Board of Directors of the

Company are members of the Board of Directors of Light Servios de Eletricidade

S.A., subsidiary of the Company.

Mr. Magno dos Santos Filho served as Substation Operator at Light Servios de

Eletricidade S.A. until 1994, and he was released by the company to perform union

activities.

b. direct or indirect controlling shareholder of the issuer

The names listed below have a subordination relationship with direct or indirect

controlling shareholder of the Company, as described below:


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Mr. Csar Vaz de Melo Fernandes is Business Development Controller of

Companhia Energtica de Minas Gerais Cemig, direct controlling shareholder of the

Company.

c. if relevant, any supplier, client, debtor or creditor of the issuer, of a

subsidiary or controlling shareholder or subsidiary of any of these persons


23/23

Compensation of the Fiscal Council Members

Dear Shareholders,

In view of the Special Shareholders Meeting to be held on

August 10, 2011 to resolve, among other issues, on the proposal to review the

individual compensation of sitting and deputy members of the Fiscal Council

approved at the Annual and Special Shareholders Meeting held on April 28,

2011, we propose herein to rectify the amounts to R$6,584.00 and R$3,292.00,

respectively.

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Manangement Proposal - Extraordinary General Meeting on 08/10/2010

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