Minutes of Extraordinary Shareholders Meeting
Transcrição
LIGHT S.A. Corporate Taxpayer’s ID (CNPJ): 03.378.521/0001-75 Company Registry (NIRE) 33.3.0026316-1 Publicly-Held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING OF LIGHT S.A. HELD ON OCTOBER 30, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1 OF ARTICLE 130 OF LAW 6404/1976. 1. Date, time and venue: October 30, 2014, 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 the issues of October 15, 16 and 17, 2014 of the Official Gazette of the State of Rio de Janeiro, and of Jornal do Commercio, national edition. 3. Attendance: The Shareholder’s Meeting was installed with the attendance of shareholders representing the majority of voting capital stock, as per signatures in the Shareholders’ Attendance Book. The Chief Finance and Investor Relations Officer, João Batista Zolini Carneiro, also attended the meeting. 4. Presiding: João Batista Zolini Carneiro, Chairman. Cláudia de Moraes Santos, Secretary. 5. Agenda: Election of one (1) sitting member of the Company’s Board of Directors, due to resignation. 6. Resolution: 6.1. Shareholders unanimously approved the drawn up of these minutes in summary format, pursuant to Paragraph 1 of Article 130 of Law 6404/1976. By unanimous decision, the reading of the matter in the agenda and of the related documents was waived. 6.2. In view of the resignation of Luiz Carlos da Silva Cantídio Junior as a sitting member of the Company’s Board of Directors, the shareholders elected, by a majority vote, with the votes for and against being recorded, as sitting member, Oscar Rodríguez Herrero, Spanish, married, business administrator, bearer of national registry of foreigners (RNE) number V485694-0, issued by CGPI/Direx/DPF, inscribed in the roll of individual taxpayers (CPF/MF) under number 060.185.177-36, with offices at Av. Juscelino Kubitscheck, 2.041 – 27º andar, CEP 04543-011, in the city and state of São Paulo, to serve the remaining term of office, i.e., until the Annual Shareholders’ Meeting that resolves on the accounts of the year ended on December 31, 2015. 6.2.1. The elected Board member previously , under the penalties of law, that he is not impeded from performing any acts related to the company's management, either by special law, or because of conviction of a crime or under the effects thereof, preventing him, even temporarily, from holding public positions, or due to bankruptcy crime, malfeasance, bribery, graft, embezzlement or crime against welfare, consumer relations, public faith or property, or has any Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued). temporary impediment applied by the Brazilian Securities and Exchange Commission which makes him ineligible to management positions in publicly-held companies, as established in Article 147, paragraph 2 of Law 6404/1976; he also declares that he meets the requirement of untarnished reputation in Article 147, paragraph 3 of Law 6404/1976 and does not hold a position in a company that is competitor of the Company, nor represents conflicting interest with those of the Company, pursuant to items I and II of Article 147, paragraph 3 of Law 6404/1976. Pursuant to caput of Article 3, and paragraph 2 of Instruction 367 of the Brazilian Securities Commission, dated May 29, 2002, the respective copies of the statement of clearance and CVs of the hereby elected sitting member have been filed at the Company’s headquarters. 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) Humberto Eustáquio César Mota, sitting member and César Vaz de Melo Fernandes, his alternate; b) Maria Estela Kubitscheck Lopes, sitting member and Carmen Lúcia Claussen Kanter, her alternate; c) Fabiano Macanhan Fontes, sitting member and Carlos Antonio Decezaro, his alternate; d) Oscar Rodriguez Herrero, sitting member and Marcelo Pedreira de Oliveira, his alternate; e) Sergio Alair Barroso, sitting member and Luiz Fernando Rolla, his alternate; f) Raul Belens Jungmann Pinto, sitting member and Fernando Henrique Schüffner Neto, his alternate; g) Djalma Bastos de Morais, sitting member and Wilson Borrajo Cid, his alternate; h) José Carlos Aleluia Costa, sitting member and José Augusto Gomes Campos, his alternate; i) Guilherme Narciso de Lacerda, sitting member and Jalisson Lage Maciel, his alternate; j) David Zylbersztajn, sitting member and Almir José dos Santos, his alternate; and, k) Carlos Alberto da Cruz, sitting member of the position for the employees’ representative and Magno dos Santos Filho, his alternate. Guilherme Narciso de Lacerda and David Zylberstajn, and their respective alternate members, comply with the requirements of the BM&FBovespa’s Novo Mercado Listing Rules, and are, therefore, Independent Members. 7. Closure: There being no further business to discuss, the votes were received, the manifestations were presented and these minutes were drawn up and subsequently signed by the Chairman, the Secretary and by all those present. _____________________________ João Batista Zolini Carneiro Chairman Shareholders: _____________________________ Cláudia de Moraes Santos Secretary ______________________________________________________ Companhia Energética de Minas Gerais – Cemig, represented by Carlos Henrique Cordeiro Finholdt _______________________________________________________ Luce Empreendimentos e Participações S.A., represented by João Alan Haddad and Cláudia de Moraes Santos 2 Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued). _______________________________________________________ RME – Rio Minas Energia Participações S.A., represented by João Alan Haddad ________________________________________________________ FIDELITY INVESTMENTS MONEY MANAGEMENT INC. MANAGEMENT BOARD PUBLIC SERVICE PENSION FUND MISSOURI EDUCATION PENSION TRUST NEW YORK STATE COMMON RETIREMENT FUND NORGES BANK NVIT INTERNATIONAL EQUITY FUND PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO SCHRODER QEP EMERGING MARKETS FUND STATE SUPER FINANCIAL SERVICES INTERNATIONAL EQUITIES SECTOR TRUST STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL STICHTING PENSIOENFONDS VOOR HUISARTSEN THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045833 VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS Rep/ and managed by J.P.MORGAN S.A. Distribuidora de Títulos e valores Mobiliários, represented by Nadia Andreza Oliveira Deodato _________________________________________________________ ACMBERNSTEIN SICAV - EMERGING MARKETS EQUITY PORTFOLIO ACMBERNSTEIN SICAV - EMERGING MARKETS MULTI-ASSET PORTFOLIO ACMBERNSTEIN SICAV - GLOBAL EQUITY INCOME PORTFOLIO ALLIANCEBERNSTEIN CAP FUND, INC. - ALLIANCEBERNSTEIN EMERGING MARKETS MULTI-ASSET PORTFOLIO FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND FIRST TRUST EMERGING MARKETS SMALL CAP ALPHADEX FUND GLOBAL HIGH INCOME EQUITY FUND GMO DEVELOPED WORLD STOCK FUND, A SERIES OF GMO TRUST GMO FUNDS PLC GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC GMO INTERNATIONAL SMALL COMPANIES FUND GMO WORLD EQUITY ALLOCATION INVESTMENT FUND PLC 3 Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued). PIMCO DIVIDEND EMERGING MARKETS EQUITY SECTOR FUND LLC PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC THE GMO EMERGING MARKETS FUND VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD GLOBAL EQUITY FUND, A SERIES OF VANGUARD HORIZON FUNDS VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS COMMONWEALTH GLOBAL INFRASTRUCTURE FUND 3 CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND OLD WESTBURY STRATEGIC OPPORTUNITIES FUND ALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGY ALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGY ASCENSION HEALTH MASTER PENSION TRUST CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM CAUSEWAY EMERGING MARKETS GROUP TRUST CITY OF NEW YORK GROUP TRUST COHEN & STEERS GLOBAL INCOME BUILDER, INC. COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC. COHEN & STEERS INFRASTRUCTURE FUND, INC. COLLEGE RETIREMENT EQUITIES FUND EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE FUND B FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING MARKETS FUND FRANCISCAN ALLIANCE, INC GLOBAL ADVANTAGE FUNDS - EMERGING MARKETS HIGH VALUE TEILFONDS GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST ISHARES III PUBLIC LIMITED COMPANY ISHARES MSCI BRAZIL SMALL CAP ETF ISHARES PUBLIC LIMITED COMPANY ISHARES V PUBLIC LIMITED COMPANY JOHN HANCOCK VARIABLE INSURANCE TRUST UTILITIES TRUST KAISER PERMANENTE GROUP TRUST LAZARD ASSET MANAGEMENT LLC MAINSTAY VP MFS UTILITIES PORTFOLIO 4 Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued). MERCER INTERNATIONAL EQUITY FUND MFS VARIABLE INSURANCE TRUST - MFS UTILITIES SERIES MINISTRY OF STRATEGY AND FINANCE MUNICIPAL EMPLOYEES RETIREMENT SYSTEM OF MICHIGAN PENSION PROTECTION FUND PIMCO DIVIDEND AND INCOME BUILDER FUND PIMCO EQS DIVIDEND FUND PIMCO EQUITY SERIES: PIMCO BALANCED INCOME FUND REGIME DE RENTES DU MOUVEMENT DESJARDINS SANFORD C. BERNSTEIN FUND, INC - OVERLAY A PORTFOLIO SANFORD C. BERNSTEIN FUND, INC - TAX-AWARE OVERLAY A PORTFOLIO SSGA ACTIVE EMERGING MARKETS SECURITIES LENDING QP COMMON TRUST FUND SSGA ACTIVE EMERGING MARKETS SELECT SECURITIES LENDING QIB COMMON TRUST FUND SSGA ACTIVE EMERGING MARKETS SMALL CAP SECURITIES LENDING QIB COMMON TRUST FUND SSGA EMERGING MARKETS FUND SSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON-LENDING COMMON TRUST FUND STATE OF OREGON STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS STATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTS SMALL CAP INDEX SEC LENDING FD STATE STREET EMERGING MARKETS STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA EMERGING MARKETS SELECT EQUITY FUND STATE STREET GLOBAL ADVISORS, CAYMAN LTD TEACHER RETIREMENT SYSTEM OF TEXAS TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS THE GLENMEDE FUND, INC. PHILADELPHIA INTERNATIONAL EMERGING MARKETS FUND THE MONETARY AUTHORITY OF SINGAPORE TRILOGY INVESTMENT FUNDS PLC WASHINGTON STATE INVESTMENT BOARD WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND ACADIAN EMERGING MARKETS EQUITY FUND ACADIAN EMERGING MARKETS EQUITY II FUND, LLC ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND, LLC ADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO 5 Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued). BELL ATLANTIC MASTER TRUST CF DV ACWI EX-U.S. IMI FUND CORNELL UNIVERSITY EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII ENSIGN PEAK ADVISORS, INC. EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS FLORIDA RETIREMENT SYSTEM TRUST FUND JOHN DEERE PENSION TRUST LOUISIANA STATE EMPLOYEES RETIREMENT SYSTEM MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN MOUNT WILSON GLOBAL FUND L.P. ONTARIO POWER GENERATIONS INC. PENSION PLAN PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO ROBECO EMERGING CONSERVATIVE EQUITIES DST ROGERSCASEY TARGET SOLUTIONS, LLC RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUND RUSSELL INSTITUTIONAL FUNDS, LLC- RUSSELL GLOBAL LISTED INFRASTRUCTURE FUND STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD UNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUST UPS GROUP TRUST VIRGINIA RETIREMENT SYSTEM WEST VIRGINIA INVESTMENT MANAGEMENT BOARD ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO CAUSEWAY EMERGING MARKETS FUND EGSHARES BRAZIL INFRASTRUCTURE ETF EGSHARES EM DIVIDEND HIGH INCOME ETF ING INTERNATIONAL SMALLCAP FUND LEUTHOLD CORE INVESTMENT FUND LEUTHOLD GLOBAL FUND LEUTHOLD GLOBAL INDUSTRIES FUND MARKET VECTORS BRAZIL SMALL-CAP ETF 6 Minutes of the Extraordinary Shareholders’ Meeting of Light S.A., held on October 30, 2014, at 11:00 a.m. (continued). THE BANK OF KOREA WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND DOMINION RESOURCES, INC. MASTER TRUST FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST MARSH & MCLENNAN MASTER RETIREMENT TRUST MICROSOFT GLOBAL FINANCE ONTARIO PUBLIC SERVICE EMPLOYEES UNION PENSION TRUST FUND THE PFIZER MASTER TRUST UTAH STATE RETIREMENT SYSTEMS WHEELS COMMON INVESTMENT FUND Rep/ Citibank N.A., represented by Nadia Andreza Oliveira Deodato _________________________________________________________ HSBC INTERNATIONAL SELECT FUND - MULTIALPHA GLOBAL EMERGING MARKETS EQUITY ROBECO CAPITAL GROWTH FUNDS BEST INVESTMENT CORPORATION Rep/ HSBC CTVM S.A., represented by Nadia Andreza Oliveira Deodato ________________________________________________________ AMUNDI FUNDS Rep/ Banco Itaú Unibanco S.A., represented by Nadia Andreza Oliveira Deodato 7
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