Minutes of Board of Directors Meeting 06 14 2013

LIGHT S.A. Corporate Taxpayer’s ID (CNPJ/MF): 03.378.521/0001-75 Company Registry (NIRE): 3.330.026.316-1 3.330.026.316-1 Publicly-held Company MINUTES OF THE BOARD OF DIRECTORS’ MEETING OF LIGHT S.A., HELD ON JUNE JUNE 14, 14, 2013, 2013, DRA DRAWN UP IN SUMMA SUMMARY RY FORMA FORMAT T, IN ACCORD ACCORDAN ANCE CE WITH WITH PARAGRAPH 1 OF ARTICLE 130 OF LAW 6,404/15 OF DECEMBER 15, 1976, AS AMENDED (“BRAZILIAN CORPORATION LAW”).

headquarters of Light S.A. 1. Date, time and venue: June 14, 2013, at 10:30 a.m., at the headquarters located at Avenida Marechal Floriano, no. 168, 2º andar, Corredor A, Centro, in the city and state of Rio de Janeiro (“Company” or “Guarantor”). 2. Attendance: The meeting was attended by the sitting Board members Luiz Carlos da

Silva Cantídio Junior, chairman of the meeting, Maria Estela Kubitschek Lopes, Rutelly Marques da Silva and Carlos Alberto da Cruz, as well as by the alternates César Vaz de Melo Fernandes, Wilson Borrajo Cid and Almir José dos Santos. The alternate members Carmen Lúcia Claussen Kanter, Marcelo Pedreira Oliveira and Magno dos Santos Filho also attended the meeting but did not vote. The attorney Cláudia de Moraes Santos was invited to act as secretary of the meeting. The Company’s Chief Executive Officer, Paulo Roberto Roberto Ribeir Ribeiro o Pinto, Pinto, and the Execut Executive ive Office Officers rs João Batist Batista a Zolini Zolini Carnei Carneiro ro and Fernando Antônio Fagundes Reis also attended the meeting but did not vote. 3. Agenda – Unanimous Resolutions: 3.1. The Board of Directors, upon recommendation of the Finance Committee, approved

and instructed the Board members appointed by the Company on the Board of Directors of Light Serviços de Eletricidade S.A. (“Light SESA” or “Issuer”) to approve the ninth (9th) issue of simple, non-convertible, unsecured debentures of Light SESA, with a personal guarantee, in two series, with the 1st series consisting of one hundred thousand (100,000) Debentures Debentures and the 2nd series of sixty thousand (60,000) Debentures, totaling one billion, six hundred hundred milli million on reais reais (R$1,60 (R$1,600,00 0,000,00 0,000.00 0.00), ), for public public distri distributi bution on with with restri restricte cted d placement efforts, in accordance with Rule 476, of January 16, 2009, issued by the Brazil Brazilian ian Securi Securitie ties s and Exchan Exchange ge Commis Commissio sion n (“CVM”, (“CVM”, “CVM “CVM Rule Rule 476”), 476”), on a firm firm guarantee basis (“Debentures”, “Issue” and “Offering”, respectively). The Debentures will have the following characteristics and conditions: (i)

Issue Number: the Issue will be Light SESA's ninth (9th) debenture issue;

Minutes of the Board of Directors’ Meeting of Light S.A., held on June 14, 2013, at 10:30 a.m. via conference call. (continuation)

(ii)

(iii) (iv)

(v) (vi) (vii (vii))

(vii (viii) i) (ix)

(x) (xi) (xii)

Total Issue Amount: the total amount of the Issue will be one billion, six hundred

million reais (R$1,600,000,000.00) (“Total Issue Amount”), on the Issue Date, as defined below; Issue Date: for all legal purposes, the date of issue of the Debentures will be June 15, 2013 (“Issue Date”); Number of of De Debentures: one hundred and sixty thousand (160,000) Debentures will be issued, with the 1st series consisting of one hundred thousand (100,000) Debentures and the 2nd series of sixty thousand (60,000) Debentures; Number of Series: the Issue will be carried out in two (2) series; Nominal Un Unit Va Value: the Debentures’ nominal unit value will be ten thousand reais (R$10,000.00) on the Issue Date (“Nominal Unit Value”); Form Form and and Pro Proof of of Ow Owne ners rshi hip: p: the Debentures will be issued in registered, bookentry form, without the issue of certificates. For all legal purposes, the ownership of Debentures will be proven by the deposit statement issued by the depositary institution of the Debentures. Regarding the Debentures that are electronically held in custody at CETIP S.A. – Mercados Mercados Organizados Organizados (“CETIP”), a statement statement will be issued by CETIP in the name of the debenture holder, proving the ownership of these Debentures; Conv onvertib rtibil ilit ity y: the Debentures will be simple, thus not convertible into shares issued by Light SESA; Type: the Debentures will be of the unsecured type, pursuant to Article 58, caput , of Brazilian Corporation Law, with a personal guarantee, pursuant to item (xi) below (Guarantee); Term an and Ma Maturity: the 1st Series Debentures will mature on May 15, 2021, and the 2nd Series Debentures will mature on May 15, 2023; Guarantee: Suretyship will be provided (as defined in item 3.2 below) to the debenture holders, represented by the trustee; Remuneration ion of of th the 1st Series Debentures : The 1st Series Debentures will be enti entitl tled ed to inte intere rest st corr corres espo pond ndin ing g to one one hund hundre red d perc percen entt (100 (100%) %) of the the accumulated variation in the daily average one-day Interbank Deposit rate – DI (over extra-grupo ), expressed as an annual percentage, based on two hundred and fifty two (252) working days, calculated and disclosed by CETIP in the daily bullet bulletin in on its websit website e (http:/ (http://ww /www.c w.ceti etip.co p.com.b m.br) r) (“DI Rate”), Rate”), increm incremente ented d by a spread of one point fifteen percent (1.15%) per year, based on two hundred and fifty two (252) working days. The Remuneration of the 1st Series Debentures will be calculated pro rata temporis proportionally to the number of working days elapsed, incurring on the Nominal Unit Value of the 1st Series Debentures (or on the balance of the Nominal Unit Value of the 1st Series Debentures, as applicable) as from from the the Paym Paymen entt Date Date or the the imme immedi diat atel ely y prio priorr date date of paym paymen entt of the the Remuneration of the 1st Series Debentures, as the case may be, to the actual payment date;

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(xii (xiii) i)

Series Debentures Debentures will be Remune munera rati tio on of the the 2nd Series Debentures : The 2nd Series

entitled to a Remuneration composed of the 2nd Series Monetary Restatement and of the 2nd Series Remuneratory Interest: (a) the 2nd Series Debentures will have their Nominal Unit Value, or balance of the Nominal Unit Value, as the case may be, restated as from the Payment Date by the accumulated variation in the IPCA Consumer Price Index, calculated pro rata temporis temporis proportionally to the number of working days elapsed, with the product incorporated into the Nominal Unit Value of the 2nd Series Debentures, or into the balance of the Nominal Unit Value of the 2nd Series Debentures, as envisaged in the Indenture; and (b) on the Nominal Unit Value, or balance of the Nominal Nominal Unit Value, as the case may be, restated restated by the nd 2 Series Series Monetar Monetary y Restate Restatemen ment, t, remune remunerato ratory ry interes interestt corres correspond ponding ing to a surcharge equivalent to five point seventy-four percent (5.74%) per year, base two hundred and fifty-two (252) working days, will incur on the restated Nominal Unit Value of the 2nd Series Debentures, or its balance, as applicable, as from the Issue Date, or the immediately prior date of payment of the 2nd Series Remuneratory Interest, as the case may be, and paid at the end of each period of capitalization of the 2nd Series Debentures, calculated on a capitalization basis composed of pro pro rata temporis per business day, as envisaged in the Indenture; (xiv (xiv)) Subs Subscr crip ipti tion on Te Term rm:: the Debentures may be subscribed at any time as from the beginning of the distribution, pursuant to the terms of distribution established in the Placement Agreement; (xv (xv) Mea Means and and Pr Price ice of of Pay Paym ment: nt: the Debentures will be paid in a lump sum, in local currency, upon subscription, pursuant to the applicable procedures set forth by CETIP; (xv (xvi) Sche Schedu dule led d Rene Renego goti tiat atio ion: n: there will not be scheduled renegotiation; (xvi (xvii) i) Sche Schedu dule led d Amort Amortiz izat atio ion n of the the 1st Series Debentures: the Nominal Unit Value of the 1st Series Debentures will be amortized in annual installments as from the fifth (5th) year, counting from the Issue Date, and the first payment, by reason of this amortization of Nominal Unit Value, shall be made on May 15, 2018, in accordance with the table below: Inst Instal allm lmen entt Date Date of Amor Amorti tiza zati tion on of Percentage of the the the Nomin Nominal al Unit Unit Valu Value e Nominal Unit Value to of the Debentures of the be Amortized 1st Series 1st

May 15, 2018

2nd

May 15, 2019

3rd

May 15, 2020

4th

May 15, 2021

25.00% 25.00% 25.00% 25.00%

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Inst Instal allm lmen entt Date Date of Amor Amorti tiza zati tion on of Percentage of the

Total

the the Nomin Nominal al Unit Unit Valu Value e Nominal Unit Value to of the Debentures of the be Amortized 1st Series 100%

(xviii) (xviii) Schedu Scheduled led Amort Amortiza izatio tion n of the 2nd Series Debentures: Debentures: the Nominal Unit Value

of the 2nd Series Series Debentures Debentures will be amortized amortized in annual installments installments as from the th seventh (7 ) year, counting from the Issue Date, and the first payment by reason of this amortization of Nominal Unit Value shall be made on May 15, 2020, in accordance with the table below: Inst Instal allm lmen entt Date Date of Amor Amorti tiza zati tion on of Percentage of the the the Nomin Nominal al Unit Unit Valu Value e Nominal Unit Value to of the Debentures of the be Amortized 2nd Series 1st

May 15, 2020

25.00%

2nd 3rd

May 15, 2021 May 15, 2022

25.00% 25.00%

4th

May 15, 2023

25.00% 100%

Total

(xix (xix))

(xx (xx)

Light SESA SESA may may acqu acquir ire e on the the mark market, et, at any time, time, Opti Optio onal nal Acquis quisit itio ion n: Light Outstanding Debentures, in accordance with the procedures established by CVM, pursuant to Article 13 of CVM Rule 476/09, as envisioned in Article 55, paragraph 3, of Law 6,404/76 (i) for equal or lower amount than the Nominal Unit Value, prov provid ided ed that that such such fact fact is incl include uded d in the mana managem gement ent repor reportt and fina financ ncia iall statements of Light SESA; or (ii) for higher amount than the Nominal Unit Value, provided that in compliance with the rules issued by CVM; Opti Option onal al Earl Early y Rede Redemp mpti tion on:: Light SESA may declare, as from the thirty-seventh (37th) month after the Issue Date, Early Redemption of a portion or all Outstanding Debe Debent ntur ures es,, with ith the the cons conseq eque uent nt canc cancel elllati ation of such such Debe Debent ntur ures es,, or Extraordinary Amortization, through prior notice issued at least fifteen (15) days before the event and payment of the Nominal Unit Value of the Debentures (or balance of the Nominal Unit Value of the Debentures, as applicable), incremented by (i) the Remuneration, calculated pro rata temporis as from the immediately prior date date of paym paymen entt of the the Remu Remune nera rati tion on unti untill the the date date of the the actu actual ally ly Earl Early y Redemption Redemption or Extraordinar Extraordinary y Amortizati Amortization; on; and by (ii) a premium premium incurring incurring on the

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Nominal Unit Value of the Debentures (or balance of the Nominal Unit Value of the Debentures, as applicable), in accordance with the table below: Redemption Year (as from the Issue Date)

4th (as from June 16, 2016, inclusive) 5th (as from June 16, 2017, inclusive) 6th (as from June 16, 2018, inclusive) 7th (as from June 16, 2019, inclusive) 8th (as from June 16, 2020, inclusive) 9th (as from June 16, 2021, inclusive) 10th (as from June 16, 2022, inclusive) (xx (xxi)

Premium

1.75% 1.50% 1.25% 1.00% 0.75% 0.50% 0.25%

Loca Locati tion on of Paym Paymen ent: t::: the payments related to the Debentures will be made (i) in

acco accord rdan ance ce with with the the proc proced edur ures es adop adopte ted d by CETI CETIP, P, for for the the debe debent ntur ures es electronically held in custody by CETIP; and (ii) for the Debentures that are not electronically held in custody by CETIP, (a) at the headquarters of Light SESA; or (b) as the case may be, in accordance with the procedures adopted by the depositary bank; (xx (xxii) ii) Defa Defaul ultt Charg Charges es:: without prejudice to the Remuneration, in the event that Light SESA fails to timely pay for any pecuniary obligations related to the Debentures, the unpaid overdue debts will be increased by default charges of one percent (1%) per month, calculated pro rata temporis, as from the date of default to the date of actual payment, as well as by a non-compensatory fine of two percent (2%) on the amount due, regardless of judicial summons or extrajudicial communication, in addition to expenses incurred ("Default Charges"); subjec ectt to the the prov provis isio ions ns belo below, w, the the Trus Truste tee e shal shall, l, (xxi (xxiii) ii) Earl Early y Rede Redemp mpti tion on:: subj automatically, regardless of judicial summons or extrajudicial communication to Light SESA, declare all obligations of Light SESA under the Debentures as due in advance advance and thus immedi immediatel ately y payabl payable, e, always always respect respecting ing the specif specific ic grace grace periods established in the items below, and demand from Light SESA the payment within five (5) business days, as from the receipt of the above-mentioned notice from the Issuer, of the Nominal Unit Value (or balance balance of the Nominal Unit Value, as appli applica cabl ble), e), plus plus the Remu Remuner nerat atio ion n paya payabl ble e until until the the date date of the the actua actuall payment, calculated pro rata temporis , of the Default Charges, if any, and of any

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other amounts that may be due by Light SESA under the Indenture, on the date it learns about the occurrence of any of the following events: I.

default, by by Li Light SE SESA an and/or by by th the Co Company, of of an any pe pecuniary obligation envisaged in the Indenture;

II.

(a) th the wi winding-up, di dissolution or or ex extinction of of Li Light SE SESA, th the Comp Compan any y and/or and/or any any of their their resp respec ecti tive ve subs subsid idia iari ries es or asso associ ciat ated ed companies, except if said winding-up, dissolution and/or extinction results from a corporate transaction that does not constitute an early maturity event, as described in the Indenture; (b) adjudication of bankruptcy of Light SESA SESA,, the Comp Company any and/o and/orr any of their their resp respec ecti tive ve subs subsid idia iari ries es or associ associate ated d compani companies; es; (c) filing filing for volunta voluntary ry bankrup bankruptcy tcy by the Light Light SESA SESA,, the Comp Company any and/o and/orr any of their their resp respec ecti tive ve subs subsid idia iari ries es or asso associ ciat ated ed comp compan anie ies; s; (d) (d) fili filing ng for bank bankru ruptc ptcy y of Light Light SESA SESA,, the the Comp Compan any y and/or and/or any any of their their resp respec ecti tive ve subs subsid idia iari ries es or asso associ ciat ated ed comp compan anie ies, s, by thir third d parti parties es not defea defeated ted withi within n the legal legal term term;; or (e) (e) application for the judicial or extrajudicial reorganization of Light SESA, the Comp Compan any y and/or and/or any any of their their resp respec ecti tive ve subs subsid idia iari ries es or asso associ ciat ated ed companies, regardless of whether the application has been granted;

III.

transformation of Light SESA into a limited-liability company, pursuant to Articles 220 to 222 of Law 6,404/76;

IV.

change to the corporate purpose of Light SESA and/or the Company, so that (a) Light SESA no longer operates in the distribution and sale of electricity; or (b) the Company’s main corporate purpose is no longe longerr holdi holding ng inte interes rests ts in comp compani anies es opera operati ting ng in the gener generati ation on,, distribution and/or sale of electricity;

V.

end, by any reason, of the concession granted to SESA to explore activities related to the distribution of electricity;

VI.

intervention by by the gr granting au authority of th the co concession gr granted to to Light SESA to explore activities related to the generation and transmission of energy due to facts related to its economic capacity;

VII.

invalidity, nu nullity or unenforceability of the Indenture.

(xxiv) (xxiv) Early Early Maturi Maturity ty by Deben Debentur ture e Holder Holders’ s’ Meetin Meeting: g: the Trustee of the Issue shall

call a meeting of the holders of each series of the Debentures, to be held on a date observing the minimum term provided for by law, and communicate to Light SESA, up to two (2) business days after becoming aware of any events listed below, to resolve (i) on the possible declaration of early redemption of all obligations of Light

6


SESA under the Debentures; or (ii) to take any other necessary measures; when becoming aware of any events listed below: I.

transfer, by b y Li L ight SE S ESA an a nd/or th the Co C ompany, of o f an a ny ob o bligation related to the Debentures, except if previously authorized by debenture holders representing at least seventy-five percent (75%) of the outstanding 1st Series Series Debentu Debentures res and, at least, least, seventy seventy-fi -five ve percent percent (75%) (75%) of the outstanding 2nd Series Debentures;

II.

constitution of any liens on material assets of Light SESA and/or the Comp Compan any y (exc (excep eptt if for for the the prov provis isio ion n of guar guaran ante tees es in judi judici cial al or admini administr strati ative ve proceed proceeding ings s or to ensure ensure compli compliance ance with with the electr electrici icity ty purchase agreement entered into by Light SESA, as well as the provision of guarantees in financing contracts with the Brazilian Development Bank BNDES), considering as material assets those whose individual or joint amount is equal to or higher than twenty million reais (R$20,000,000.00), or an equivalent amount in other currencies, except if previously authorized by debenture holders representing at least seventy-five percent (75%) of the outstand outstanding ing of 1st Series Series Debentur Debentures, es, and at least least seventy seventy-fi -five ve percen percentt nd (75%) of the outstanding of 2 Series Debentures;

III.

reduction of of th the ca capital stock of Li Light SESA th that is is no not ca carried ou out to to absorb accumulated losses, except if previously approved by debenture holders representing at least seventy-five percent (75%) of the outstanding of 1st Series Debentures, and at least seventy-five percent (75%) of the outstanding of 2nd Series Debentures;

IV.

payment of of di dividends, in interest on on eq equity or any other profit sh sharing established in the Bylaws of Light SESA not declared until the execution of this Indenture, except for the payment of minimum mandatory dividends established in Article 202 of Law 6,404/76, if the Issuer is in default with any of the pecuniary obligations related to the Debentures;

V.

sale by by Light SE SESA of of pe permanent as assets that re represent, in in a pe period of twelve (12) months, individually or jointly, an amount equal to or higher than fifty million reais (R$50,000,000.00) (R$50,000,000.00) or an equivalent equivalent amount in other curr curren enci cies es,, exce except pt if prev previo ious usly ly auth author oriz ized ed by debe debent ntur ure e hold holder ers s st representing at least seventy-five percent (75%) of the outstanding of 1 Seri Series es Debe Debent ntur ures es,, and and at leas leastt seve sevent ntyy-fi five ve perc percen entt (75% (75%)) of the the nd outstanding of 2 Series Debentures;

VI.

default, by Light SE SESA, th the Company and/or any of their respective subsidiaries or associated companies, in the payment of debts or pecuniary obligations whose individual or joint amount is equal to or higher than fifty mill millio ion n reai reais s (R$5 (R$50, 0,00 000, 0,00 000. 0.00 00), ), or an equi equiva vale lent nt amou amount nt in othe other r

7


currencies currencies,, not remedied remedied within two (2) business business days as from the date of the respective default; VII.

early maturity of an any de debts of Li Light SE SESA, th the Co Company an and/or any of their respective respective subsidiari subsidiaries es or associated associated companies, companies, whose individual individual or joint amount is equal to or higher than fifty million reais (R$50,000,000.00), or an equivalent amount in other currencies;

VIII.

protest of bills against (also as a guarantor) Light SESA, the Comp Compan any y and/or and/or any any of their their resp respec ecti tive ve subs subsid idia iari ries es or asso associ ciat ated ed companies, companies, whose individual individual or joint amount is equal to or higher than fifty mill millio ion n reai reais s (R$5 (R$50, 0,00 000, 0,00 000. 0.00 00), ), or an equi equiva vale lent nt amou amount nt in othe other r currencies, except if, within ten (10) days as from the date the protest was filed, it is proven to the trustee of the Debentures that (a) the protest has been cancelled; or (b) guarantees accepted by the competent authority have been provided; or (c) if Light SESA, SESA, the Company and/or any of their respective subsidiaries or associated companies proves to a competent authority that the protest resulted from an error or third-party bad-faith;

IX.

the spin-off, me merger, am amalgamation or or in incorporation of of sh shares invo involv lvin ing g Ligh Lightt SESA SESA,, the the Comp Compan any y and/ and/or or any any of thei theirr resp respec ecti tive ve subsidiaries, except: (a) if the transaction has been previously approved by debenture holders representing at least seventy-five percent (75%) of the outstand outstanding ing of 1st Series Series Debentur Debentures, es, and at least least seventy seventy-fi -five ve percen percentt nd (75%) of the outstanding of 2 Series Debentures; or (b) if, during the minimum term of six (6) months as of the date of publication of the minutes of the corporate acts related to the transaction, those debenture holders who who so wish wish are are assu assure red d redem redempti ption on of the Debe Debentu ntures res thro through ugh the the payment of the due balance of the Nominal Unit Value, plus Remuneration, calculated pro rata temporis as from from the the paym paymen entt date date or the the prio prior r Remuneration payment date, as the case may be, to the date of actual paym paymen ent; t; or (c) (c) in case case of the the inco incorp rpor orati ation, on, by Light Light SESA SESA,, of any any subsid subsidiar iary y or shares shares of any subsid subsidiar iary; y; (d) in case case of any transac transactio tion n invo involv lvin ing g sole solely ly subs subsid idia iari ries es of the the Comp Compan any; y; and (e) (e) in case case of any trans transac acti tion on invo involv lvin ing g the Comp Compan any y and/or and/or its its subs subsid idia iari ries es,, after after said said transaction is announced or carried out, if the risk ratings attributed to the Debentures and/or Light SESA on the Issue Date by the risk rating agency have not been downgraded;

X.

change and/or transfer of the direct or indirect shareholding control of Light Light SESA SESA and/or and/or the the Comp Compan any, y, pursu pursuant ant to Arti Articl cle e 116 of Law Law 6,404/76, except when, after said change and/or transfer of shareholding control is announced, the risk rating attributed on the Issue Date to the Debe Debent ntur ures es and/ and/or or to the the Iss Issuer uer by the the risk risk rati rating ng agen agency cy is not not

8


downgraded downgraded by said risk rating agency, agency, except in the event of exclusion of Companhia Companhia Energética Energética de Minas Gerais - CEMIG from the block of control of the Compan Company y and/or and/or indirect indirect contro controll of Light Light SESA, SESA, which which shall shall be previously authorized by debenture holders representing at least seventyfive percent percent (75%) of the outstanding outstanding of 1st Series Debentures, and at least seventy-five percent (75%) of the outstanding of 2nd Series Debentures; XI.

non-compliance, by Li L ight SESA an a nd/or th t he Company, with a ny ny unapeal unapeallab lable le court court decisi decision on and/or and/or arbitr arbitrati ation on sentenc sentences es involv involving ing an individual individual or joint amount higher than fifty million million reais (R$50,000,000.00 (R$50,000,000.00), ), or an equivalent amount in other currencies, against Light SESA and/or the Company;

XII.

act of of an any go governmental au authority fo for th the pu purpose of of se sequestering, expropriating, nationalizing, or in any way compulsorily acquiring all or a substantial part of the assets of Light SESA and/or the Company;

XIII.

proof that any of the statements provided by by Light SE SESA and/or the Company in the Indenture is false, inconsistent or incorrect on any material aspect;

XIV.

failure, by Light SESA, to maintain insurance for its relevant operational assets, in accordance with best market practices, which is not solved within ten (10) days as of the date it occurred;

XV.

execution, by Light SESA, the Company and/or any of their respec respectiv tive e subsid subsidiar iaries ies,, of transac transactio tions ns divergi diverging ng from from their their corpor corporate ate purposes or opposed to their bylaws or charter, pursuant to the prevailing statutory, legal and regulatory provisions;

XVI.

execution, by Light SESA and/or the Company, of any act diverging from the Indenture, the Placement Agreement and/or any other document related to the Issue and/or the Offering, especially those that may directly or indirectly jeopardize the timely and full compliance, by Light SESA, of any of their obligations provided for in these documents; and

XVII. II.

fail ailure to comply ply, by the Company, ny, for two two (2) consecutive qu quarte arterrs or four (4) non-consecutive quarters, with any of the following financial ratios to be calculated by Light SESA and verified by the Trustee within five (5) business days as from the date of receipt, by the Trustee, of the infor informa mati tion on to whic which h the the Indent Indenture ure refer refers, s, based based on the Comp Compan any’ y’s s consolidated financial statements for each quarter of the calendar year, based based on, inclus inclusive ive,, the Company Company’s ’s consol consolida idated ted financ financial ial statem statements ents related to September 30, 2013: (a) the financial ratio resulting from the division division of total Net Debt by EBITDA, which which shall be equal to or lower than three point five (3.5); and (b) the financial ratio resulting from the division of

9


EBITDA by Adjusted and Consolidated Gross Interest Expenses, which shall be equal to or higher than two point five (2.5). (xxv (xxv)) Allo Alloca cati tion on of Fund Funds: s: the proceeds obtained by Light SESA through the Issue will

be used to reinforce working capital and extend the profile of the Company’s debt, including the early redemption of its 2nd issue of Commercial Papers. 3.2. The Board of Directors authorized the Company, to ensure the faithful, full and timely

compliance with the main and accessory obligations assumed in the Indenture by Light SESA, to supply a guarantee in favor of the debenture holders, represented by the Trustee, Trustee, undertaking, undertaking, as well as their successors successors in any capacity, capacity, as guarantor guarantor and main obligor, jointly liable, with Light SESA, for all amounts owed pursuant to the Indenture , until the redemption of the Debentures, as per the terms and conditions set forth in the Indent Indentur ure. e. Due Due to the the indi indivi vidua duall aspec aspectt of the perso persona nall guara guarante ntee e provi provide ded d by the Company, the debenture holders will only require the fulfillment of the guarantee by the Company in the event of default of Light SESA, SESA, pursuant to Article 397 of the Civil Civil Code. The Company will expressly renounce the benefits of order, rights and dismissal of any type provided for in Articles 333, sole paragraph, 366, 821, 827, 830, 834, 835, 837, 838 and 839 of Law 10,406 of January 10, 2002, as amended (Civil Code), and Articles 77 and 595 595 of Law Law 5,86 5,869 9 of Janu Januar ary y 11, 11, 1973, 1973, as amen amended ded (Civ (Civilil Proc Procedu edure re Code) Code) (“Suretyship”). 3.3. The Board of Directors authorized the Company’s Executive Officers, pursuant to the

legal provisions, to resolve on and take any and all measures needed to execute the Suretyship, the Issue and the Offering, including, but not limited to, the execution of the indenture and any other documents related to the Debentures, as well as instructed that the board members appointed by the Company to the Board of Directors of Light SESA authorize the Board of Executive Officers of Light SESA, pursuant to the legal provisions, to resolve on and take any and all measures needed to execute the Issue and the Offering, including, but not limited to, (i) determining the Issue Date; (ii) executing the indenture of the Debentures and any other documents related to the Debentures; and (iii) hiring, whenever necessary, service providers related to the Debentures, including the Trustee, the depository institution, the Mandated Bank and CETIP’s applicable system. 4. Closure: There being no further issues to address, these minutes were drawn up and

signed by the secretary and all attending Board members: Luiz Carlos da Silva Cantídio Junior, chairman of the meeting, Cláudia de Moraes Santos, secretary of the meeting. Board members: sitting members Luiz Carlos da Silva Cantídio Júnior, Maria Estela Kubitschek Lopes, Rutelly Marques da Silva and Carlos Alberto da Cruz, and alternates César Vaz de Melo Fernandes, Wilson Borrajo Cid, and Almir José dos Santos. The alternate members Carmen Lúcia Claussen Kanter, Marcelo Pedreira Oliveira and Magno dos Santos Filho also attended the meeting but did not vote.

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This is a free translation of the original minutes of the Board of Directors’ meeting of Light S.A., held on this date, drawn up in the Company’s records. Cláudia de Moraes Santos Secretary of the meeting

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Minutes of Board of Directors Meeting 06 14 2013

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