Minutes of Board of Directors Meeting 01 29 2015

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

Company Registry (NIRE): 33.3.0026.316-1
Publicly-Held Company
EXCERPT OF THE MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS
MEETING OF LIGHT S.A. HELD ON JANUARY 29, 2015, DRAWN UP IN SUMMARY
FORMAT, PURSUANT TO PARAGRAPH ONE OF ARTICLE 130 OF LAW 6404 OF
DECEMBER 15, 1976 (BRAZILIAN CORPORATION LAW).
1. Date, time and venue: January 29, 2015, at 10:00 a.m., via conference call.
2. Attendance: The sitting Board members Srgio Alair Barroso, Chairman, Djalma Bastos de
Morais, Oscar Rodrguez Herrero, David Zylbersztajn and Carlos Alberto da Cruz, and the
acting alternate Board members Csar Vaz de Melo Fernandes, Fernando Henrique Schffner
Neto, Carmen Lcia Claussen Kanter, Jos Augusto Gomes Campos and Jlisson Lage Maciel
attended the meeting. The alternate Board members Luiz Fernando Rolla, Marcelo Pedreira
Oliveira and Almir Jos dos Santos also attended the meeting but did not take part in the voting
process. The attorney Cludia de Moraes Santos was invited to act as Secretary of the Meeting.
The Companys CEO, Paulo Roberto Ribeiro Pinto, and the Executive Officers Joo Batista
Zolini Carneiro, Andreia Ribeiro Junqueira e Souza and Ricardo Cesar Costa Rocha were also
present but did not vote.
3. Matters Addressed and Resolutions:
3.3 ACD E-012/2015 (Light S.A. and Axxiom Solues Tecnolgicas S.A.) First and
second amendments to the Axxiom Solues Tecnolgicas S.A. debenture indenture
By recommendation of the Finance Committee, the Board of Directors unanimously ratified the
votes of their representatives at the Extraordinary Shareholders Meeting of Axxiom Solues
Tecnolgicas S.A. (Axxiom), which resolved on the execution of the first amendment to
Axxioms Private Indenture Instrument of the First Issue of Simple, Unsecured, Non-convertible
Debentures for Public Distribution with Restricted Placement Efforts, entered into on January
18, 2013, between Axxiom and Pentgono S.A. Distribuidora de Ttulos e Valores Mobilirios
S.A. (Debenture Indenture), in the total issue amount of fifteen million reais (R$15,000,000.00)
on the issue date, comprising the following conditions: (a) a change in the term and maturity of
the debentures, set forth in Clause 4.1.6 of the Debenture Indenture, from three (3) years as of
the issue date, maturing on January 29, 2016, to four (4) years as of the issue date, maturing on
January 29, 2017; (b) a change in the dates of the amortization of the nominal unit value of the
Debentures, set forth in Clause 4.3.1 of the Debenture Indenture, excluding January 29, 2015
as the amortization date of 33.3333% of the nominal unit value of the Debentures, the other
dates remaining unaltered; (c) a change in the remunerative interest payment dates, set forth in
Clause 4.4.1 of the Debenture Indenture, including January 29, 2017 as a remunerative interest
payment date, the other dates remaining unaltered (Proposal to Amend Debentures); (d)
following approval of the Proposal to Amend Debentures by a General Debenture Holders
Meeting, authorizing Axxioms Board of Executive Officers to undertake all the necessary
Page 1 of 3
Excerpt of the Minutes of the Extraordinary Board of Directors Meeting of Light S.A. held on January 29, 2015, at
10:00 a.m., via conference call (continued).
measures to execute the Proposal to Amend Debentures and implement the resolutions hereby
confirmed.
In addition, also by recommendation of the Finance Committee, the Board of Directors
unanimously approved and instructed the votes of its representatives at the Extraordinary
Shareholders Meeting of Axxiom that resolves on the execution of the second amendment to
the Debenture Indenture, comprising: (a) altering the remunerative interest of the Debentures
from one hundred and nine per cent (109.00%) of the accrued variation in the average daily
over extra grupo Interbank Deposit (DI) rate, in the form of an annual percentage based on a
year of two hundred and fifty-two (252) business days, calculated and disclosed daily by the
CETIP, in the daily bulletin on its website (http://www.cetip.com.br) (DI Rate), to one hundred
and twelve per cent (112.00%) of the DI rate as of the renegotiation of the Debenture rate
(Proposal for Debenture Rate Renegotiation); (b) authorizing Axxioms Board of Executive
Officers to undertake all the necessary measures to execute the Proposal for Debenture Rate
Renegotiation and implement the resolutions hereby confirmed, considering that the Proposal
for Debenture Rate Renegotiation was approved by the General Debenture Holders Meeting
held on January 27, 2015, pursuant to ACD E-012/2015 of January 29, 2015.
3.4. ACD F-001/2015 (Light S.A., Light S.E.S.A. and Light Energia S.A.) Monetization of
the swap of operations Res. No. 4,131 of Light S.E.S.A. and Light Energia S.A. with
Citibank.
By recommendation of the Finance Committee, the Board of Directors unanimously approved
and instructed the Board Members appointed by the Company to vote favorably at the meeting
of the Board of Directors of Light Servios de Eletricidade S.A. and Light Energia S.A. which will
resolve on: a) raising funds through the monetization (repurchase) of loan swaps via resolution
no. 4,131, in force with Banco Citibank S.A., with a total settlement amount of approximately
thirty-five million dollars (US$35,000,000.00), by Light S.E.S.A. and Light Energia S.A., aiming
to strengthen working capital, maintaining the maturity date of the loan agreements in force; b)
the simultaneous contracting of swap operations at market rates with the same institution, in
order to maintain the neutralization of the exchange rate risk of outstanding resolution 4,131
operations with said institution, whose principal amount in dollars remains at two hundred and
eighty million dollars (US$280,000,000.00); and, c) approving the corporate suretyship of Light
S.A., pursuant to ACD F-001/2015 of January 23, 2015.
3.5. ACD F-002/2015 (Light S.A., Light S.E.S.A., Light Energia S.A.) Re-ratification of the
Funding for Working Capital.
Also by recommendation of the Finance Committee, the Board of Directors, by a majority vote,
with the abstention of Oscar Rodrguez Herrero, re-ratified and instructed the Board Members
appointed by the Company to vote favorably at the meeting of the Board of Directors of Light
Servios de Eletricidade S.A. and Light Energia S.A. in order to re-ratify: a) the contracting of
new funding operations in the individual or aggregate amount of up to four hundred million reais
(R$400,000,000.00) by Light S.E.S.A. and/or Light Energia S.A., aiming to reinforce working
capital, with a minimum term of six (6) months, guaranteed by a Light S.A. corporate suretyship;
b) the contracting of a current account overdraft facility of up to one hundred million reais
(R$100,000,000.00), with no cost to the Company in case of non-use, guaranteed by a Light
S.A. corporate suretyship; and, c) the definition of the level of the Companys minimum
Page 2 of 3
Excerpt of the Minutes of the Extraordinary Board of Directors Meeting of Light S.A. held on January 29, 2015, at
10:00 a.m., via conference call (continued).
consolidated cash position at four hundred million reais (R$400,000,000.00), pursuant to ACD
F-002/2015 of January 23, 2015.
This is a free English translation of the excerpt of the minutes recorded in the Companys
records of the Board of Directors Meeting of Light S.A. held on this date.
Cludia de Moraes Santos
Secretary
Page 3 of 3

Minutes of Board of Directors Meeting 01 29 2015

Uploaded by

Copyright:

Available Formats

Minutes of Board of Directors Meeting 01 29 2015

Uploaded by

Document Information

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Minutes of Board of Directors Meeting 01 29 2015

Uploaded by

Copyright:

Available Formats

LIGHT S.A.

Corporate Taxpayers ID (CNPJ/MF): 03.378.521/0001-75

You might also like