manangement proposal - extraordinary general meeting on 08/10/2010
TRANSCRIPT
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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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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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Amendment to the Bylaws
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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Election of the Board of Directors Members
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
To be defined at the
Board of DirectorsMeeting
Yes
Magno dosSantos Filho
48 ElectricityTechnician
891.944.467-68 DeputyMember
8/10/2011 8/10/2011 7 months
To be defined at the
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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Election of the Board of Directors Members
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
the AnnualShareholders
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
ShareholdersMeeting:
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
ShareholdersMeeting:
4/9/2010
1st Board of
Directors
Meeting after
the AnnualShareholders
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
ShareholdersMeeting:
4/9/2010
1st Board of
Directors
Meeting after
the Annual
ShareholdersMeeting:
4/9/2010
2 years
Member of the
Board of
Directors, Member
of the Finance,
Management andHuman Resources
Committees
Yes
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Election of the Board of Directors Members
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
ShareholdersMeeting:
4/9/2010
1st Board of
Directors
Meeting after
the Annual
ShareholdersMeeting:
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
ShareholdersMeeting:
4/9/2010
1st Board of
Directors
Meeting after
the Annual
ShareholdersMeeting:
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
ShareholdersMeeting:
4/9/2010
1st
Board of
Directors
Meeting after
the Annual
ShareholdersMeeting:
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
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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.