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LIGHT S.A. MANAGEMENT PROPOSAL EXTRAORDINARY SHAREHOLDERS MEETING OF OCTOBER 16, 2013
Dear Sirs, The Management of Light S.A. (Company) hereby submits to the appreciation of the Extraordinary Shareholders Meeting to be held on October 16, 2013, at 11 a.m., at the Company's headquarters, at Av. Marechal Floriano, 168, Parte, 2 andar, Corredor A, Centro, in the city and state of Rio de Janeiro, the following proposal: 1) To elect one (1) alternate member of the Board of Directors, in place of resigning member Mrcio Lus Domingues da Silva, to complete the remainder of his term, i.e., until the Annual Shareholders Meeting that will resolve on the financial statements relating to the fiscal year ending December 31, 2013, (according to the document available in the IPE Category: Meeting, Type: Management Proposal and Agenda: Election of members of the Board of Directors).
Dear Shareholders,
In view of the Extraordinary Shareholders Meeting to be held on October 16, 2013, at which members will resolve on the proposal for the election of one (1) alternate member of the Board of Directors, in place of resigning member Mrcio Lus Domingues da Silva, for the remainder of his term, i.e. until the Annual Shareholders Meeting that will resolve on the financial statements relating to the fiscal year ending December 31, 2013, we put at your disposal the information regarding the candidate indicated or supported by management or the controlling shareholders in items 12.6 through 12.10 in the reference form. 12.6. For each and member of management and the Fiscal Council of the issuer, indicate the following, in the form of a table: a. name b. age c. profession d. Individual taxpayers ID (CPF) or passport number e. elective position held f. date of election g. date of investiture h. term of office i. j. other positions held or duties performed at the issuer indicate if the person was elected by the controlling shareholder or not
d. CPF
e. position to be held
f. election date
g. date of investiture
h. term of office
51 years
Business Administrat or
343.485.14020
Alternate Member
10/16/2013
10/16/2013
06 months
Election of Member of the Board of Directors 12.7. To provide the information mentioned in item 12.6 concerning the members of statutory committees, as well as the audit, risk, financial and compensation committees, even if these committees or bodies are not statutory:
c. c. profession profession
d. d. CPF CPF
Vacant
h. i. h. i. term of other positions term of office other positions office held held inCompany the in the Company
55 53 years years
299.529.806328.909.826-53 04
Csar Vaz de Luiz Melo Fernando Fernandes Rolla Luiz Carlos da Silva Cantdio Jnior
Memberof of 195.805.686Member 299.529.806-04 the Audit 34 the Finance Committee Committee 150.915.38100 Member of the Finance Committee Member of the Audit e. Committee position to be held
Economist c. profession
003.623.457-59 d. CPF
1 st . Board Member of the of Directors Board of Meeting Directors; the Member 1 st.after Board of 2 years Memberof ofthe: the Annual 2 years Directors BoardAudit, of Directors; Shareholders Management and Meeting Member of the: Meeting: Human after the Audit, Finance, Resources and Annual Management 04/20/2012 Committees Shareholder Human Resources st s Committees 1Meeting: . Board Member of the of Directors Board of 04/20/2012 Meeting Directors; after the Member 10/22/2012 1 year Memberof ofthe: the Annual 2 years Audit, Board ofFinance, Directors; Shareholders Management and Member of the Meeting: Human Finance Committee Resources 03/25/2013 1 year and 1 Member of the 04/20/2012 Committees month Board of Directors; 1 st . Board Member of the of Directors Finance Committee Meeting Member of the after the Board of Annual 2 years Directors, g. h. i. Shareholders Member of held the date of term of other positions Meeting: Audit Committee investiture office in the Company 2 years Member of the Board Member Member of the of Directors; Board of of the Audit, Directors; Management and Member of the: Human Resources Audit, Committees Management and Human Resources Committees Member of the Board of Directors; Member of the: Audit, Finance, Management and Human Resources Committees
Yes Yes
Yes Yes
Yes
53 years
Electrical Engineer
328.909.82653
48 years
Physicist
505.516.396-87
04/20/2012 04/20/2012 1 st. Board of 1 st. Board of Directors Directors Meeting Meeting after the after the Annual Annual 10/22/2012 10/22/2012 Shareholder Shareholder s Meeting: s Meeting: 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholder s Meeting: 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholder s Meeting: 04/20/2012 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholder s Meeting: 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholder s Meeting: 04/20/2012
1 year
Yes
55 years
Electrical Engineer
2 years
Yes
38 years
Economist
925.773.93687
2 years
Yes
48 years
Physicist
505.516.39687
10/22/2012
10/22/2012
1 year
Member of the Board of Directors; Member of the: Audit, Management and Human Resources Committees
Yes
Human Resources Committee: a. name b. age c. profession d. CPF e. position to be held f. appointmen t date g. date of investiture h. term of office i. other positions held in the Company Member of the Board of Directors; Member of the: Management, Audit and Human Resources Committees Member of the Board of Directors; Member of the Audit, Management and Human Resources Committees j. appointed by controlling shareholders
48 years
Physicist
260.273.158-73
10/22/2012
10/22/2012
1 year
Yes
53 years
Electrical Engineer
328.909.826-53
1 st. Board of Directors Meeting after the Annual Shareholders Meeting: 04/20/2012
1 st. Board of Directors Meeting after the Annual Shareholders Meeting: 04/20/2012
2 years
Yes
Vacant
55 years
Electrical Engineer
299.529.806-04
10/22/2012
10/22/2012
1 year
Member of the Board of Directors; Member of the: 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. appointment date g. date of investiture h. term of office i. other positions held in the Company Member of the Board of Directors (Chairman), and member of the Governance and Sustainability Committee Member of the Board of Directors and member of the Governance and Sustainability Committee Member of the Board of Directors and member of the Governance and Sustainability j. appointed by controlling shareholder s Yes
63 years
Economist
609.555.898-00
Member of the Governanc e and Sustainabili ty Committee Member of the Governanc e and Sustainabili ty Committee Member of the Governanc e and Sustainabili
1 st. Board of Directors Meeting after the Annual Shareholders Meeting: 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholders Meeting: 04/20/2012 1st. Board of Directors Meeting after the Annual Shareholders Meeting:
1 st. Board of Directors Meeting after the Annual Shareholders Meeting: 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholders Meeting: 04/20/2012 1 st. Board of Directors Meeting after the Annual Shareholders Meeting:
2 years
60 years
Business consultant
244.449.284-68
2 years
Yes
76 years
Engineer
006.633.526-49
2 years
Yes
03/25/2013
03/25/2013
12.8. With regard to each and member of management and the fiscal council, please provide: a. i. rsum with the following information: most relevant work experience in the past 5 years, indicating:
company name position and job-related duties main activity of the company in which said experience was gained, especially the companies or organizations that comprise (i) the economic group of the issuer, or (ii) partners with a direct or indirect interest equal to or higher than 5% of the issuers securities of the same class or type. Board of Directors Alternate Member Carlos Antonio Deczaro He holds a Business Administration degree from Joinville Region University Univille, with specialization (MBA) in International Business from the Economic Research Institute Foundation FIPE and Advanced Business Management from the Institute of Education and Research in Administration INEPAD and from the Federal University of Mato Grosso UFMTM. Carlos Deczaro is currently Banco do Brasils Regional Superintendent in So Paulo SP, where he coordinates sales, customer service and management in the branches within his jurisdiction. In the last five years, he worked as Banco do Brasils Regional Superintendent in So Paulo and State Superintendent in Piau. He also represented the bank with all the intervening parties in his jurisdiction, such as the executive, legislative and judiciary powers, associations, bodies, etc. He served as Executive Manager of the Retail Department, being responsible for investment fund distribution, management of the banks funding products (demand
Election of Member of the Board of Directors deposits, time deposits and savings accounts), fees current account products, and fees with a national scope. He also served as Executive Manager of the Distribution Department in So Paulo, managing the administrative area of the retail branches of Banco do Estado de So Paulo, including: customer service, compliance, internal controls, default, operating losses, internal and external communication, data generation, etc. ii. indication of all management positions held now or in the past in publicly held
companies Member of the Sebrae Decision-Making Body in Piau from July/10 to December/11. b. years: i. any criminal conviction No ii. any conviction in a CVM administrative procedure and the penalties imposed. No iii. any final and unappealable conviction, in judicial or administrative level, description of any of the following events that have occurred in the past 5
which has either suspended or prohibited him from practicing any professional or commercial activity No Member of the Board of Directors: Carlos Antonio Deczaro has stated individually, for all legal purposes, that in the past five (5) years he was not subject to any criminal conviction, any CVM administrative conviction or penalty, or any final and unappealable conviction, in the judicial or administrative level, which has either suspended or prohibited him from practicing professional or commercial activities. 12.9. To inform marital status, common-law marriage, or kinship up to the second degree between: a. issuers management
Election of Member of the Board of Directors None. b. (i) issuer's management and (ii) management of the issuers direct or indirect subsidiaries None. c. (i) management of the issuer or of its direct or indirect subsidiaries and (ii) the issuer's direct or indirect controlling shareholders None. b. (i) the issuer's management and (ii) management of the issuers direct or indirect controlling shareholders None. 12.10. To inform any hierarchical, service provision or control relationships over the last 3 fiscal years, between the issuers management and: a. b. a company directly or indirectly controlled by the issuer None. the issuer's direct or indirect controlling shareholder None. c. if relevant, the supplier, client, debtor or creditor of the issuer, its subsidiary None. 13.5. Number of shares or quotas issued by Light, subsidiary(ies) or company(ies) under common control, on December 31, 2011, directly or indirectly held in Brazil or abroad. None. 13.14. Indicate any amounts received from Light in 2009, 2010, 2011 and/or 2012 as compensation for any reason other than as a Board member/executive officer, such as commissions and fees from consulting and advisory services.
2010
None.
13.15. Indicate any amounts received in 2009, 2010, 2011 and/or 2012 from Cemig or Parati, companies under common control and/or subsidiaries of Light, specifying the attribution of these amounts.
2010 2011 2012 2013
II. ORIGIN AND JUSTIFICATION OF THE PROPOSAL The election proposed herein, with the appointment or support from Management or the controlling shareholders, aims at filling the vacant position in the Companys Board of Directors for the remainder of the term of office, i.e. until the Annual Shareholders Meeting that will resolve on the financial statements for the year ending on December 31, 2013. III. LEGAL AND ECONOMIC EFFECTS OF THE PROPOSAL In light of the foregoing, the elections proposed are solely aimed at filling the vacant position in the Companys Board of Directors, in view of the resignation of the previously elected Board member. With regard to the economic effects, the budget will not change, as the vacant position to be filled already exists, and has been provided for in the Management compensation proposal already submitted for approval at the Companys Annual Shareholders Meeting held on April 26, 2013. Therefore, there will be no changes and/or restrictions to any shareholders rights, since the proposed elections specifically aim at completing the Companys Management team. Rio de Janeiro, October 1, 2013.