LIGHT S.A. CORPORATE TAXPAYER ID (CNPJ): 03.378.521/0001
Transcrição
LIGHT S.A. CORPORATE TAXPAYER ID (CNPJ): 03.378.521/0001-75 COMPANY REGISTRY (NIRE): 33.3.0026316-1 Publicly-Held Company MINUTES OF THE SPECIAL SHAREHOLDERS’ MEETING OF LIGHT S.A. HELD ON MARCH 6, 2013, DRAWN UP IN SUMMARY FORMAT, IN ACCORDANCE WITH ARTICLE 130, PARAGRAPH 1, OF LAW 6404/1976. 1. Date, time and venue: March 6, 2013, at 11:00 a.m., at the headquarters of Light S.A. (“Company”), located at Av. Marechal Floriano, 168, Parte, 2° andar, Corredor A, Centro, in the city and state of Rio de Janeiro. 2. Call notice: The call notice was published on February 19, 20 and 21, 2013 in the Official Gazette of the State of Rio de Janeiro and in the Jornal do Commercio (national edition). 3. Attendance: Shareholders representing the majority of the voting capital as per the signatures in the Shareholders’ Attendance Book. The Chief Financial and Investor Relations Officer, João Batista Zolini Carneiro, also attended the meeting. 4. Presiding Board: João Batista Zolini Carneiro, Chairman. Cláudia de Moraes Santos was invited to serve as secretary. 5. Agenda: To change the composition of the Board of Directors, by electing one (1) sitting member in replacement of resigning member, André Fernandes Berenguer, for the remainder of his term of office, i.e., until the Annual Shareholders’ Meeting to resolve on the financial statements for the year ended December 31, 2013. 6. Resolutions: 6.1. The shareholders unanimously approved the drawing up of these minutes in summary format, in compliance with Article 130, paragraph 1, of Law 6404/1976, with all cast votes being received separately. The reading of the matters of the agenda and the respective documents was unanimously waived. 6.2. In virtue of the resignation of André Fernandes Berenguer as a sitting member of the Company’s Board of Directors, the shareholders approved, by the majority of votes, the election, as a sitting member, of Luiz Carlos da Silva Cantidio Júnior, Brazilian, steady union, business administrator, bearer of identity card number 27.405.893-5, issued by SSP/SP, inscribed in the roll of individual taxpayer (CPF/MF) under number 150.915.381-00, with office at Av. Juscelino Kubitschek, 2.235, 16º andar, Vila Olímpia, CEP 04543-011, in the city and state of São Paulo, for the remainder term of office, i.e., until the Annual Shareholders’ Meeting to resolve on the financial statements for the fiscal year ending December 31, 2013. 6.2.1. The Board member elected herein declares that: he is not impeded either by special law, or because of bankruptcy crime, malfeasance, bribery, graft, embezzlement or crime against welfare, public faith and credit or property, or convicted of a crime preventing him, even temporarily, from holding public positions, pursuant to Article 147, paragraph 1, of Law 6404/1976; he is not sentenced to temporary suspension or disqualification imposed by the Brazilian Securities and Exchange Commission, which will make him ineligible to occupy management positions in a publicly-held company, as set forth in Article 147, paragraph 2, of Law 6404/1976; he meets the requirement of unblemished reputation established by paragraph 3 of Article 147 of Law 6404/1976; and he neither hold a position in a company that can be considered a competitor of the Company, nor have any conflict of interests with the Company, pursuant to items I and II, paragraph 3, of Article 147 of Law 6404/1976. Minutes of the Special Shareholders’ Meeting of Light S.A. Held on March 6, 2013, at 11 a.m. (continued). 6.2.2. Thus, the Company's Board of Directors is currently composed of eleven (11) sitting members and eleven (11) alternate members, as follows: a) as a sitting member, Humberto Eustáquio César Mota, and his alternate, César Vaz de Melo Fernandes; b) as a sitting member, Maria Estela Kubitscheck Lopes, and her alternate, Carmen Lúcia Claussen Kanter; c) as a sitting member, Rutelly Marques da Silva, and his alternate, Márcio Luís Domingues da Silva; d) as a sitting member, Luiz Carlos da Silva Cantidio Júnior, and his alternate, Marcelo Pedreira de Oliveira; e) as a sitting member, Sergio Alair Barroso, and his alternate, Luiz Fernando Rolla; f) as a sitting member, Raul Belens Jungmann Pinto, and his alternate, Fernando Henrique Schüffner Neto; g) as a sitting member, Djalma Bastos de Morais, and his alternate, Wilson Borrajo Cid; h) as a sitting member, José Carlos Aleluia Costa, and his alternate, José Augusto Gomes Campos; i) as a sitting member, Guilherme Narciso de Lacerda, and his alternate, Jalisson Lage Maciel; j) as a sitting member, David Zylberstajn, and his alternate, Almir José dos Santos; and k) as a sitting member representing the employees, Carlos Alberto da Cruz, and his alternate, Magno dos Santos Filho. Guilherme Narciso de Lacerda and David Zylberstajn meet the requirements of the Novo Mercado Listing Rules of the BM&FBovespa S.A. - Securities, Commodities and Futures Exchange, being considered, therefore, independent Board members. 7. Closure: There being no further business to address, the votes were received, manifestations were presented and these minutes were drawn up and subsequently signed by me, the secretary, and all attending shareholders. _____________________________ João Batista Zolini Carneiro Chairman _____________________________ Cláudia de Moraes Santos Secretary Shareholders: __________________________________________________ Companhia Energética de Minas Gerais - CEMIG, represented by proxy by Anamaria Pugedo Frade Barros __________________________________________________ Luce Empreendimentos e Participações S.A., represented by proxy by João Alan Haddad; __________________________________________________ RME - Rio Minas Energia Participações S.A., represented by proxy by João Alan Haddad ____________________________________________________ HSBC Internacional Select Fund-Multi Alpha Global in MKTS Equity Robeco Capital Growth Funds Represented/Fund - HSBC Corretora de Títulos e Valores Mobiliários, represented by proxy by Anderson Carlos Koch 2 Minutes of the Special Shareholders’ Meeting of Light S.A. Held on March 6, 2013, at 11 a.m. (continued). _______________________________________________________ AQR Funds-AQR Emerging Defensive Equity Fund. Capital World Growth and Income Fund Fidelity Investments Money Management Flexshares Morning Star Emerging Markets Factor Tilt Index- Fund. JNL Mellon Capital Management Emerging Markets Index Fund. Public Employees Retirement Association of New Mexico. SBC Master Pension Trust. Schroder International Selection Fund. State of New Mexico State Investment Council. State of Wyoming. The Master Trust Bank of Japan, Ltd. As Treasure for MTB- J400045835 Vanguard Investment Series, PLC. Vanguard Total International Stock Index Fund. A.S. of V. Star Funds. State of New Mexico Educational Retirement Board Represented/Managed by J.P.MORGAN S.A. Distribuidora de Títulos e Valores Mobiliários, which is represented by proxy by Anderson Carlos Koch ______________________________________________________ Abu Dhabi Retirement Pensions and Benefits Fund. Advanced Series Trust-AST Parametric em MKTS Equity Port. Alaska Permanent Fund. AT&T Union Welfare Benefit Trust. Bell Atlantic Master Trust. Bellsouth Corporation RFA Veba Trust. Best Investment Corporation. BNY Mellon Funds Trust-BNY Mellon Inter Equity Inc. Fund. Caisse de Depot et Placement Du Quebec Catholic Health Initiatives. CF DV Emerging Markets Stock Index. City of Fresno Retirement System. City of New York Group Trust. College Retirement Equities Fund. Commonwealth of Pennsylvania Public School em Ret. System. DBX MSCI Brazil Currency-Hedge Equity Fund. DTE Energy Company Affiliates Employee Benefit Plans M Trust. DTE Veba Master Trust. Eaton Vance Collective Inv. T. for em.B Plans-Em. MKTS Equity. Eaton Vance Parametric Structured Emerging Markets. Eaton Vance Parametric Tax-Managed Emerging Markets Fund. Emerging Markets Equity Trust 1. Emerging Markets Equity Trust 4. Emerging Markets Plus Series of Blackrock Q. Partners, LP Evangelical Lutheran Church in America Board of Pensions. Fidelity Investment Trust-Latin America. Fidelity Latin American Fund. Fidelity Salem Street Trust: Fidelity Series GL Ex. U.S. Index. Fidelity Salem Street Trust: Spartan Emerging MKTS Index. Fidelity Salem Street Trust: Spartan Global Ex: U.S. Index. Future Fund. Board of Guardians. Gard CommonContractual Fund. General Conference Corporation Of Seventh Day Adventist. Illinois State Board of Investment. 3 Minutes of the Special Shareholders’ Meeting of Light S.A. Held on March 6, 2013, at 11 a.m. (continued). International Equity Income Fund. Ishares Public Limited Company. Ishares V. Public Limited Company. John Hancock Funds. II Startegic Equity Allocation Fund. Legg Mason Global Funds. PLC LVIP Blackrock Emerging Markets Index RPM. Manstay VP MFS Utilities Portfolio. Mellon Bank N.A. Employee Benefit Collective Inv. F. Plan. Mercer International Equity Fund. Municipal Employees Annuity and Benefit Fund. of Chicago. National Council for Social Security Fund. New Hampshire Retirement System. New York State Teacher's Retirement System. New Zealand Superannuation Fund. Northern Trust Inv. Funds. PLC. Northern Trust Non-ucits Common Contractual Fund. Panagora Group Trust. Pictet-Emerging Markets Index. Pictet Funds.S.A.Re: PI (CH) Emerging Markets Tracker. Public Employees Retirement System of Idaho. Public Employees Retirement System of Ohio. Pyramis Global Ex. U.S. Index Fund. LP. Robusta Emerging Markets Fund. Russell Institucional Funds. LLC-Russell em MKTS. Schwab Emerging Markets Equity ETF. Ssga MSCI Brazil Index Non-Lending QP Common Trust Fund. St. James Place Global Equity Unit Trust. State of California Public Employees Retirement System. Teacher Retirement System of Texas. The Glenmede Fund. Inc. Philadelphia International. The Pension Reserves Investment Management Board. The President and Fellows of Harvard College. The Seventh Swedian National Pension Fund. Tiaa-Cref. Funds-TIAA-Cref. Emerging MKTS Equity Index Fund. Treasurer of the State of North Car Eq. Investment FD Pooled Trust Unilever UK Pension Fundation. University of Pittsburgh Medical Center System. UPS Group Trust. Vanguard Emerging Markets Stock Index. Vanguard FTSE All-World Ex. U.S. I Fd. A.S. of Van Int. Equity. Vanguard Funds. Public Limited Company. Vanguard Total World Stock Index, Fund. A.S. of Van Inter. Eq.I Fd. Washington State Investment Board. Wisdomtree Emerging Markets Equity Income Fund. Wisdomtree Emerging Global Ex. U.S. Utilities Fund. Represented by Citibank N.A., which is represented by proxy by Anderson Carlos Koch 4
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