LIGHT S.A.

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

Company Registry (NIRE): 33.3.0026.316-1
PUBLICLY-HELD COMPANY
EXCERPT OF THE MINUTES OF THE BOARD OF DIRECTORS MEETING OF LIGHT S.A.
HELD ON DECEMBER 12, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO
PARAGRAPH 1 OF ARTICLE 130 OF LAW 6404, OF DECEMBER 15, 1976 (BRAZILIAN
CORPORATION LAW).
1. Date, time and venue: December 12, 2014, at 9:30 a.m., at the headquarters of Light S.A.
("Company"), located at Avenida Marechal Floriano, 168, parte, 2 andar, corredor A, Centro, in
the city and state of Rio de Janeiro.
2. Attendance: The sitting Board members Sergio Alair Barroso, Chairman, Djalma Bastos de
Morais, Humberto Eustquio Cesar Mota, Raul Belens Jungmann Pinto, Jos Carlos Aleluia
Costa, Fabiano Macanhan Fontes, Oscar Rodriguez Herrero, Guilherme Narciso de Lacerda
and Carlos Alberto da Cruz, and the acting alternate Board members Carmen Lcia Claussen
Kanter and Almir Jos dos Santos attended the meeting. Additionally, the alternate Board
members Csar Vaz de Melo Fernandes, Fernando Henrique Schffner Neto, Jos Augusto
Gomes Campos, Marcelo Pedreira Oliveira, Jlisson Lage Maciel and Magno dos Santos Filho
also attended the meeting but did not vote. The attorney Paula Regina Novello Cury was invited
to serve as a secretary. The Companys CEO, Paulo Roberto Ribeiro Pinto, and the executive
officers Joo Batista Zolini Carneiro, Andreia Ribeiro Junqueira e Souza, Evandro Leite
Vasconcelos, Paulo Carvalho Filho, Fernando Antonio Fagundes Reis, Ricardo Cesar Costa
Rocha and Luiz Otvio Ziza Mota Valadares were also present but did not vote.
4. Resolutions:
4.19. ACD E-116/2014 (Light S.A. and Light Esco S.A.) Financing (BNDES) Proesco
Energy Efficiency Project at Norte Shopping Light Esco.
By recommendation of the Management Committee, the Board of Directors, with the abstention
of Board Member Guilherme Narciso de Lacerda, unanimously instructed the Board Members
appointed by the Company to vote favorably at the meeting of the Board of Directors of Light
Esco, which will resolve on the contracting of a financing from BNDES, through the special
Proesco loan facility, to implement the energy efficiency project at Norte Shopping, as well as
the other conditions included in the Decision of BNDES Executive Board No. 298/2014 of
October 15, 2014, as follows: a) Beneficiary: Light Esco; b) Intervening party: Light S.A.; c)
Guarantee: guarantee of Light S.A.; d) Grace period: until February/2015; e) Amortization: Sub
credits A (69 months) after the grace period; f) Amount financed: two million, three hundred
twenty-two thousand reais (R$2,322,000.00); and g) Cost: Sub credit A (TJLP + 2,28% p.a.), as
we as to approve the participation of Light S.A. as intervening party in the loan agreement
(corporate guarantee) of said project with BNDES, under the above-described terms and other
conditions included in the Decision of BNDES Executive Board No. 298/2014 of October 15,
2014, as per the ACD E-116/2014 of November 25, 2014.

Pgina 1 de 4

Extract of the Minutes of the Board of Directors Meeting of Light S.A. held on December 12, 2014, at 9:30 a.m.
(continuation)

4.20. ACD E-117/2014 (Light S.A. and Light Esco S.A.) Financing (BNDES) Proesco
Energy Efficiency Project at Shopping Rio Design Leblon Light Esco.
By recommendation of the Management Committee, the Board of Directors, with the abstention
of Board Member Guilherme Narciso de Lacerda, unanimously instructed the Board Members
appointed by the Company to vote favorably at the meeting of the Board of Directors of Light
Esco, which will resolve on the contracting of a financing from BNDES, through the special
Proesco loan facility, to implement the energy efficiency project at Shopping Rio Design Leblon,
as well as the other conditions included in the Decision of BNDES Executive Board No.
300/2014 of October 15, 2014, as follows: a) Beneficiary: Light Esco; b) Intervening party: Light
S.A.; c) Guarantee: suretyship of Light S.A.; d) Term of exercise: until March 15, 2015; e) Grace
period: until March 15, 2015; f) Amortization: Sub credits A and B (69 months) after the Grace
period; g) Amount financed: eight hundred twenty-four thousand and four hundred reais
(R$824,400.00), divided into two (2) sub credits (A R$504,000.00; B R$320,400.00); and h)
Cost: Sub credits A and B (TJLP + 2.28% p.a.), as well as to approve the participation of Light
S.A. as an intervening party in the loan agreement (corporate guarantee) of said project with
BNDES, under the above-described terms and other conditions included in the Decision of
BNDES Executive Board No. 300/2014 of October 15, 2014, as per the ACDE-117/2014 of
November 25, 2014.
4.21. ACD E-115/2014 (Light S.A. and Light Esco S.A.) Financing (BNDES) Proesco and
PSI - Energy Efficiency Project at Shopping Iguatemi Caxias - Light Esco.
By recommendation of the Management Committee, the Board of Directors, with the abstention
of Board Member Guilherme Narciso de Lacerda, unanimously instructed the Board Members
appointed by the Company to vote favorably at the meeting of the Board of Directors of Light
Esco, which will resolve on the contracting of a financing from BNDES, through the special
Proesco and PSI loan facilities, to implement the energy efficiency project at Shopping Iguatemi
Caxias, as well as the other conditions included in the Decision of BNDES Executive Board No.
299/2014 of October 15, 2014, as follows: a) Beneficiary: Light Esco; b) Intervening party: Light
S.A.; c) Guarantee: suretyship of Light S.A.; d) Term of exercise: until February 15, 2015; e)
Grace period: until February 15, 2015; f) Amortization: Sub credits A (69 months) and B (117
months) after the grace period; g) Amount financed: three hundred forty-four thousand and
seven hundred reais (R$344,700.00), divided into two (2) sub credits (A R$107,100.00; B
R$237,600.00); and h) Cost: Sub credits A (TJLP + 2.28% p.a.) and B (6% p.a.), as per the
ACD E-115/2014 of November 25, 2014.
4.26. ACD F-024/2014 (Light S.A., Light S.E.S.A.) Ratification of operation No. 4,131 with
Banco Tokyo in Light S.E.S.A.
By recommendation of the Finance Committee, the Board of Directors unanimously instructed
the Board Members appointed by the Company to vote favorably at the meeting of the Board of
Directors of Light S.E.S.A. so as to ratify the contracting of a funding operation via BACEN
Resolution 4,131, which consists of a loan in foreign currency, with swap to CDI (neutralizing the
exchange impact), under the following conditions: a) Borrower: Light S.E.S.A.; b) Amount:
twenty million dollars (US$20,000,000.00), equivalent to approximately fifty million and eight
hundred thousand reais (R$50.800.000,00); c) Term: three (3) years (bullet); d) Cost:
CDI+0.88% p.a. (107.82% of CDI); d) Covenants: net debt / EBITDA < 3.75 and EBITDA /
Financial expenses > 2.5; e) Guarantee: Suretyship of Light S.A., as per the ACD F-024/2014 of
December 12, 2014.

Pgina 2 de 4

Extract of the Minutes of the Board of Directors Meeting of Light S.A. held on December 12, 2014, at 9:30 a.m.
(continuation)

4.27. ACD F-023/2014 (Light S.A.) Definition of date of payment of dividends already
declared (Light S.A.).
By recommendation of the Finance Committee, the Board of Directors unanimously set the
payment date of dividends already declared by the Annual and Extraordinary Shareholders
Meetings of the Companies, held on April 24, 2014, in the amount of three hundred, sixty-four
million, eight hundred thirty-eight thousand, thirty-three reais and thirty-four centavos
(R$364,838,033.34), for December 17, 2014, in accordance with ACD F-023/2014 of December
12, 2014.
4.28. ACD F-024/2014 (Light S.A., Light S.E.S.A. and Light Energia S.A.) Re-ratification
of an operation to raise funds in foreign currency, with swap to CDI in Light S.E.S.A. and
Light Energia S.A.
By recommendation of the Finance Committee, the Board of Directors unanimously instructed
the Board Members appointed by the Company to vote favorably at the meeting of the Board of
Directors of Light S.E.S.A. and Light Energia S.A. so as to re-ratify the contracting of an
operation to raise funds in foreign currency, with swap to CDI (neutralizing the exchange
impact), under the following conditions: a) Borrower: Light S.E.S.A. and/or Light Energia S.A.; b)
Amount: up to one hundred and ten million dollars (US$110,000,000.00), today equivalent to
approximately two hundred eighty-two million reais (R$282,000,000.00); c) Term: minimum of
two (2) years; d) Cost: maximum CDI + 0.9% p.a. or 108% of CDI; e) Covenants: net debt /
EBITDA < 3.75 and EBITDA / Financial expenses > 2.5; and f) Guarantee: Suretyship of Light
S.A., as per the ACD F-024/2014 of December 12, 2014.
4.31. ACD F-026/2014 (Light S.A., Light S.E.S.A. and Light Energia S.A.) Ratification of
an operation to raise funds for working capital.
By recommendation of the Finance Committee, the Board of Directors unanimously ratified and
instructed the Companys representatives to vote favorably at the meeting of the Board of
Directors of Light S.E.S.A. and Light Energia S.A. so as to ratify, as the case may be: a) the
contracting of new operations to raise funds up to the amount of four million reais
(R$400,000,000.00), individual or aggregate, by Light S.E.S.A. and/or Light Energia S.A.,
aiming to strengthen the working capital, with a minimum term of six (6) months, having as
guarantee the corporate suretyship of Light S.A.; and b) the contracting of a guaranteed
account in the amount of up to one hundred million reais (R$100,000,000.00), by Light
S.E.S.A., without any cost in the case of non-use, having as guarantee the corporate suretyship
of Light S.A. The use will depend on the Board of Directors approval. The Board of Directors
unanimously approved also (i) the definition of the level of minimum consolidated cash of Light
S.A., in the amount of four hundred million reais (R$400,000,000.00), and (ii) the execution of
an instrument of fiduciary assignment of credit rights arising from derivative operation, as per
the ACD F-026/2014 of December 8, 2014.
7. Resignation of a Board member.
The Chairman of the Board of Directors informed that Board member Jos Carlos Aleluia Costa
submitted his letter of resignation from his position as sitting member of the Board of Directors.
The Chairman of the Board of Directors and the other Board members expressed their gratitude
to Jos Carlos Aleluia Costa and praised his work during the time he acted as Board member of
the Company.

Pgina 3 de 4

Extract of the Minutes of the Board of Directors Meeting of Light S.A. held on December 12, 2014, at 9:30 a.m.
(continuation)

This is a free English translation of the excerpt of the minutes recorded in the Companys
records of the Board of Directors Meeting of Light S.A. held on this date.
Paula Regina Novello Cury
Secretary

Pgina 4 de 4