Extraordinary Shareholder's Meeting - Management Proposal

Management Proposal
LIGHT S.A.
MANAGEMENT PROPOSAL
EXTRAORDINARY SHAREHOLDERS MEETING OF FEBRUARY 5,
2015
Dear Sirs,
The Management of Light S.A. (Company) hereby submits to the
consideration of its shareholders participating in the Extraordinary
Shareholders Meeting to be held on February 5, 2015, at 10 a.m., at the
Company's headquarters located at Av. Marechal Floriano, 168, Parte, 2 andar,
Corredor A, Centro, Rio de Janeiro-RJ, in reference to the following item
included in the agenda: Elect sitting and alternate members of the Board of
Directors, to complete the remaining terms in office, which are until the Annual
Shareholders Meeting to resolve on the financial statements relating to fiscal
year 2015 (in accordance with the document available on the IPE Category:
Meeting, Type: Management Proposal and Agenda Item: Election of Members
of the Boards of Directors).
In view of the resignation of the sitting Board Members Sergio Alair Barroso,
Raul Belens Jungmann Pinto, Djalma Bastos de Morais, Humberto Eustquio
Csar Mota, Maria Estela Kubitschek Lopes and David Zylbersztajn, and the
alternate Board Members Luiz Fernando Rolla, Wilson Borrajo Cid, Jos
Augusto Gomes Campos, Carmen Lucia Claussen Kanter and Almir Jos dos
Santos, who were elected at the Annual Shareholders Meeting held on April 24,
2014 and all of whom resigned from their respective positions on January 19,
2015, in accordance with the correspondence addressed to the Company,
The Companys Management proposes the election of Nelson Jos Hubner
Moreira, Marco Antnio de Rezende Teixeira, Marcello Lignani Siqueira,
Fernando Henrique Schffner Neto, Giles Carriconde Azevedo, Ana Marta
Horta Veloso and Silvio Artur Meira Starling, as sitting members of the
Companys Board of Directors, as well as Samy Kopit Moscovitch, Rogrio
Sobreira Bezerra, Eduardo Lima Andrade Ferreira, Fabiano Maia Pereira, Jos
Augusto Gomes Campos and Eduardo Maculan Vicentini, as alternate
members of the Companys Board of Directors, to substitute the resigning
Board Members and complete the remainder of their terms, which are until the
Annual Shareholders Meeting to resolve on the financial statements for the
fiscal year ending December 31, 2015.
Election of Members of the Board of Directors
In compliance with Article 10 of CVM Instruction 481/09, below is the

information (items 12.6 to 12.10 of the Reference Form) related to the
candidates nominated for the position of sitting member of the Companys
Board of Directors.
Information pursuant to item 12.6 of the Reference Form of CVM
Instruction 480/09:
Members of the Board of Directors
a.
b.
c.
d.
Name
Age
Professio
Individual
n
Taxpayers
ID (CPF)
Nelson Jos
Hubner
Moreira
Marco
Antnio de
Rezende
Teixeira
e.
Elected
Position
to Hold
f.
g.
Date of the Scheduled
Meeting of
Date of
Election
Investitur
e
h.
Term of
Office
60
Electrical
Engineer
443.875.20787
Sitting
Member
02/05/2015
02/05/2015
14 months
58
Attorney
371.515.92604
Sitting
Member
02/05/2015
02/05/2015
14 months
Marcello
Lignani
Siqueira
76
Civil
Electrotechnical
Engineer
003.753.14687
Sitting
Member
02/05/2015
02/05/2015
14 months
Fernando
Henrique
Schuffner
Neto
54
Electrical
Engineer
328.909.82653
Sitting
Member
02/05/2015
02/05/2015
14 months
Giles
Carriconde
Azevedo
53
Geologist
316.631.97153
Sitting
Member
02/05/2015
02/05/2015
14 months
Ana Marta
Horta
Veloso
46
Economist
804.818.41687
Sitting
Member
02/05/2015
02/05/2015
14 months
65
Naval
Officer
(Reserves)
and
Economist
263.021.36768
Sitting
Member
(Independ
ent)
53
Economist
432.564.81604
Alternate
Member
02/05/2015
02/05/2015
14 months
Rogrio
Sobreira
Bezerra
50
Economist
429.047.73487
Alternate
Member
02/05/2015
02/05/2015
14 months
Eduardo
Lima
Andrade
Ferreira
33
Civil
Engineer
048.415.48696
Alternate
Member
02/05/2015
02/05/2015
14 months
Silvio Artur
Meira
Starling
Samy Kopit
Moscovitch
02/05/2015
02/05/2015
14 months
i.
Other
Positions
Held
in the
Company
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
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
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
To be defined
at the Board
of Directors
Meeting
j.
Appoint
ed by the
Controlli
ng
Sharehol
der
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Yes
Fabiano
Maia
Pereira
Jos
Augusto
Gomes
Campos
Eduardo
Maculan
Vicentini
37
Federal
Civil
Servant
027.583.30628
Alternate
Member
02/05/2015
02/05/2015
14 months
50
Physicist
505.516.39687
Alternate
Member
02/05/2015
02/05/2015
14 months
63
Naval
Engineer
310.845.83704
Alternate
Member
(Independ
ent)
02/05/2015
02/05/2015
14 months
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
Yes
Yes
Yes
12.7. Provide information mentioned in item 12.6 concerning the members of

statutory committees, as well as audit, risk, financial and compensation
committees, even if these committees or bodies are not statutory:
Audit Committee:
a.
Name
b.
Age
c.
Profession
d.
Individual
Taxpayers
ID (CPF)
e.
Position
to Hold
f.
g.
Date of the Schedule
Meeting of d Date of
Election Investitur
e
h.
Term of
Office
i.
Other
Positions Held
in the
Company
j.
Appointed
by the
Controlling
Shareholde
VACANT
Csar Vaz de
Melo
Fernandes
56
Electrical
Engineer
Marcelo
Pedreira de
Oliveira
46
Economist
003.623.457-59
Audit
Committee:
Member
Physicist
505.516.396-87
Audit
Committee:
Member
Jos Augusto
Gomes
Campos
Finance Committee:
a.
b.
Name
Age
Fabiano
Macanhan
Fontes
44
50
c.
Profession
Banker
299.529.806-04
d.
Individual
Taxpayers ID
(CPF)
e.
Position to
Hold
503.816.01900
Finance
Committee:
Member
Audit
Committee:
Member
f.
Date of the
Meeting of
Election
05/09/2014
05/09/2014
05/09/2014
05/09/2014
05/09/2014
05/09/2014
g.
Scheduled
Date of
Investiture
h.
Term of
Office
2 years
2 years
2 years
Member of the
Board of
Directors;
Member of the
Audit, Finance,
Management and
Human
Resources
Committees
Member of the
Board of
Directors;
Member of the
Audit,
Management and
Human
Resources
Committees
Member of the
Board of
Directors;
Member of the
Audit,
Management and
Human
Resources
Committees
i.
Other Positions
Held
in the Company
2 years
05/09/2014
05/09/2014
Member of the
Board of Directors;
j.
Appointed by
the
Controlling
Shareholder
Yes
Yes
Yes
Yes
Csar Vaz
de Melo
Fernandes
56
Finance
Committee:
Member
Electrical
Engineer
299.529.80604
c.
Profession
d.
Individual
Taxpayers ID
(CPF)
05/09/2014
05/09/2014
f.
Date of the
Annual
Sharehold
ers
Meeting of
Election
g.
Scheduled
Date of
Investiture
2 years
Finance Committee
Member.
Member of the
Board of Directors;
Member of the
Audit, Finance,
Management and
Human Resources
Committees
Yes
VACANT
VACANT
Management Committee
a.
b.
Name
Age
Fernando
Henrique
Schffner
Neto
54
Electrical
Engineer
328.909.82653
e.
Position to
Hold
Manageme
nt
Committee
Member
Csar Vaz de
Melo
Fernandes
56
Electrical
Engineer
Manageme
nt
299.529.806-04
Committee
Member
Marcelo
Pedreira de
Oliveira
46
Economist
003.623.45759
Manageme
nt
Committee
Member
505.516.39687
Manageme
nt
Committee
Member
Jos Augusto
Gomes
Campos
50
Physicist
05/09/2014
05/09/2014
05/09/2014
05/09/2014
05/09/2014
05/09/2014
05/09/2014
05/09/2014
h.
Term of
Office
2 years
2 years
2 years
2 years
i.
Other Positions Held
in the Company
Member of the Board

of Directors; Member
of the Management
and Human Resources
Committees
Member of the Board
of the Audit, Finance
Management and
Human Resources
Committees
Member of the Board
of the Audit,
Management and
Human Resources
Committees
Member of the Board
of the Audit,
Management and
Human Resources
Committees
j.
Appointed
by the
Controlling
Shareholder
Yes
Yes
Yes
Yes
Human Resources Committee:

a.
Name
Jos
Augusto
Gomes
Campos
Fernando
Henrique
Schffner
Neto
b.
Age
c.
Profession
d.
Individual
Taxpayers
ID (CPF)
50
Physicist
260.273.158-73
54
Electrical
Engineer
328.909.826-53
e.
Position to
Hold
Human
Resources
Committee
Member
Human
Resources
Committee
Member
f.
Date of
Election
g.
Scheduled
Date of
Investiture
05/09/2014
05/09/2014
05/09/2014
05/09/2014
h.
Term of
Office
1 year
2 years
i.
Other Positions
Held
in the Company
Member of the
Board of Directors;
Member of the
Audit, Management
and Human
Resources
Committees
Member of the
Board of Directors;
Member of the
Audit, Management
j.
Appointed
by the
Controlling
Shareholder
Yes
Yes

and Human
Resources
Committees
Marcelo
Pedreira
de
Oliveira
46
Csar Vaz
de Melo
Fernandes
55
Economist
003.623.457-59
Electrical
Engineer
299.529.806-04
Human
Resources
Committee
Member
Human
Resources
Committee
Member
05/09/2014
05/09/2014
05/09/2014
05/09/2014
2 years
Member of the
Board of Directors;
Member of the
Audit, Management
and Human
Resources
Committees
Yes
2 years
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.
Individual
Taxpayers ID
(CPF)
52
Business
Administrato
r
343.485.140-20
e.
Position to
Hold
f.
Date of
Election
g.
Scheduled
Date of
Investiture
h.
Term of
Office
i.
Other Positions
Held
in the
Company
j.
Appointed
by the
Controlling
Shareholder
VACANT
VACANT
VACANT
Carlos
Antnio
Deczaro
Member of
the
Governanc
e and
Sustainabili
ty
Committee
2 years
05/09/2014
05/09/2014
Member of the
Board of
Directors;
Member of the
Governance and
Sustainability
Committee
12.8. With regard to each administrator, members of the fiscal council and
members of the audit committee, please provide:
a.
Rsum with the following information:
i.
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 direct or indirect stake,
equal to or higher than 5% of issuers securities of same class or type.
Yes
Board of Directors:
Sitting Members
Nelson Jos Hubner Moreira
Nelson Jos Hubner Moreira holds a degree in Electrical Engineering from
Universidade Federal Fluminense and a graduate degree in Mathematics from
the Centro de Ensino Unificado de Braslia. He served as the Director General
of the Brazilian Electricity Regulatory Agency (ANEEL) for four years, from 2009
to 2013. He also served as the Minister of Mines and Energy from 2007 to
2008.
ii.
List of all management positions held now or in the past at publicly-
held companies
N/A
b.
Description of any of the following events that have occurred in the
past five years:

i.
Any criminal conviction

N/A
ii.
Any conviction in a CVM administrative procedure and the penalties
imposed
N/A
iii.
Any final and unappealable conviction, at the judicial or
administrative level, which has resulted in either a suspension or ban

from engaging in any professional or commercial activity
N/A
Mr. Nelson Jos Hubner Moreira has stated, individually and for all legal
purposes, that in the past five (5) years he was not subject to any criminal
conviction, to any CVM administrative conviction or penalties, or to any final and

unappealable convictions, at the judicial or administrative level, which either
suspended or prohibited him from practicing any professional or commercial
activity.
12.9. Report the existence of a marital status, common-law marriage, or

kinship up to the second degree with
a.
Managers of the issuer

N/A
b.
(i) Managers of the issuer and (ii) managers of the direct or
indirect subsidiaries of the issuer

N/A
c.
(i) Managers of the issuer or of its direct or indirect subsidiaries
and (ii) direct or indirect controlling shareholders of the issuer

N/A
d.
indirect parent companies of the issuer

N/A
12.10. Report any hierarchical relationships, services rendered or control
maintained, over the last three fiscal years, between the issuers
managers and:
a.
A company controlled directly or indirectly by the issuer

None.
b.
A direct or indirect controlling shareholder of the issuer

None.
c.
If relevant, the suppliers, clients, debtors or creditors of the issuer,
its subsidiary or parent company, of any of these persons

None.
Marco Antnio de Rezende Teixeira

Marco Antnio de Rezende Teixeira is an Attorney employed by Companhia
Brasileira de Trens Urbanos (CBTU), assigned to the Superintendency of
Commuter Trains of Belo Horizonte. He was admitted in 1983 and has been
gainfully employed to the present date. He was assigned to the City of Belo
Horizonte to serve in various public offices until June 2012. He served as the
Legal Director of the Superintendency of Capital Development from 1993 to
1996 and last year he served in the Superintendency of the Municipal Authority.
He was the Attorney General of the City of Belo Horizonte from 1997 to 2012,
when he founded and managed a law firm. He has received the following
awards: the Medal of Merit of the City Council, awarded by the City of Belo
Horizonte; the Juiz Ari Rocha Medal, awarded by the Regional Labor Court of
the Third Region; and the Grand Collar Medal of Merit of the City Council,
awarded by the City of Belo Horizonte.
ii.
held companies
N/A
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Marco Antnio de Rezende Teixeira has stated, individually and for all
legal purposes, that in the past five (5) years he was not subject to any criminal

activity.
a.

N/A
b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Marcello Lignani Siqueira

Marcello Lignani Siqueira holds a degree in Civil and Electrical Engineering
from the School of Engineering at the Federal University of Juiz de Fora/MG, he
served as the Administration and Finance Officer at Companhia de
Desenvolvimento de Minas Gerais (CODEMIG) from 2007 to 2011. He served
as a Federal Representative of Minas Gerais from 2003 to 2007. From 1999 to
2012, he served as the CEO of Companhia de Saneamento de Minas Gerais
(COPASA) and CEO of Companhia Municipal de Saneamento de Juiz de Fora
(CESAMA) from 1995 to 1998. Among his university activities, he has served as
a Professor at Colgio Euclides da Cunha, he was the Class Representative to
Academic Board of the School of Engineering at UFJF and Chairman of the
Board of Representatives of the Academic Board.
ii.
held companies
CEO of COPASA (1999 to 2012)
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Marcello Lignani Siqueira has stated, individually and for all legal

activity.
a.

N/A
b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Fernando Henrique Schffner Neto

Fernando Henrique Schffner Neto holds a degree in Electrical Engineering
from PUC-MG, with a Masters degree in Automation and Control from
UNICAMP. He holds an MBA in Business Management from IBMEC. He has
participated in a variety of executive education programs, including Finance for
Executives at INSEAD in France. Since 2010, he has served as the Business
Development Officer at CEMIG, where he previously served as the Generation
and Transmission Officer (2007 2008) and Distribution and Marketing Officer
(2008 2010). He is a member of the Board of Directors of the National
Electricity System Operator (ONS), member of the Board of Directors of Light
S.A., Light Servios de Eletricidade S.A. and Light Energia S.A., a member of
the Board of Directors of Norte Energia S.A., member of the Board of Directors
of Renova Energia S.A., member of the Board of Directors at Parati S.A.
Participaes em Ativos de Energia Eltrica, member of the Board of Directors
of Empresa Amazonense de Transmisso de Energia S.A. and Empresa Santos
Dumont de Energia S.A, member of the Deliberative Committee of Consrcio
Tapajs and CEO of Empresa de Servios de Comercializao de Energia
Eltrica S.A. and an Executive Officer at CEMIG Trading S.A. He is a member
of the Advisory Council of Minas Gerais Society of Engineers and was a
member of the Board of Directors of CEMIG from 2007 to 2012.
ii.
held companies
Business Development Officer at CEMIG, previously serving as the
Generation and Transmission Officer (2007 2008) and Distribution and
Marketing Officer (2008 2010). Member of the Board of Directors of Renova
Energia S.A., member of the Board of Directors at Parati S.A., member of the
Board of Directors of Empresa Amazonense de Transmisso de Energia S.A.
and Empresa Santos Dumont de Energia S.A, member of the Deliberative
Committee of Consrcio Tapajs and CEO of Empresa de Servios de
Comercializao de Energia Eltrica S.A. and an Executive Officer at CEMIG
Trading S.A. Member of the Board of Directors of Light S/A, Light Energia S/A
and Light Servios de Eletricidade S/A.
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Fernando Henrique Schffner Neto has stated that he was not subject to
any criminal conviction, to any CVM administrative conviction or penalties, or to
any final and unappealable convictions, at the judicial or administrative level,
which either suspended or prohibited him from practicing any professional or
commercial activity.
a.

N/A
b.

N/A
c.

N/A
d.

N/A

managers and:
a.

He is a Member of the Board of Directors of Light Servios de
Eletricidade S.A. and Light Energia S.A., wholly owned subsidiaries of the
Company and of Renova Energia S.A., of which Light Energia S.A. holds a
stake.
b.
Mr. Fernando Schffner is an Executive Officer and Member of the Board of

Directors of Companhia Energtica de Minas Gerais (CEMIG), which is part of
the Controlling Block of Light S.A.
.
c.

None.
Giles Carriconde Azevedo

Giles Carriconde Azevedo holds a degree in Geology with a Masters degree in
Geochemistry. From 1984 until the present date, he has served in the National
Department of Mineral Production. From 2005 to the present date, he has
served in the Office of the President as a required Public Servant. He was a
member of the Board of Directors of Gaspetro (2003 2006), Terracap (2006
2010), CPRM (2003 - 2010) and Chairman and member of the Board of
Directors of Sulgas (1999 2003). He served as the Secretary of Mining and
Metallurgy, in the Ministry of Mines and Energy, from 2003 to 2005. He also
served in the Legislative Assembly of the State of Rio Grande do Sul, as the
Coordinator of the Economics and Development Commission. He has received
the following awards: Rio Branco Order of Merit; Order of Merit of the
Department of Defense; Order of Merit of the Air Force and the Mineral Medal of
Merit.

ii.
held companies
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Giles Carriconde Azevedo has stated that he was not subject to any
criminal conviction, to any CVM administrative conviction or penalties, or to any
final and unappealable convictions, at the judicial or administrative level, which
either suspended or prohibited him from practicing any professional or
a.

N/A
b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Ana Marta Horta Veloso

Ana Marta Horta Veloso holds a Masters degree in Industrial Economics from
the Federal University of Rio de Janeiro (UFRJ). From 2008 to the present date,
she has served as a Statuary Executive Officer of Equatorial Energia S.A. From
2006 to 2008, she served as an Executive Officer at Banco Pactual and Banco
UBS Pactual. From 1992 to 2006, she served at the BNDES in a variety of
executive roles focused on the capital markets. She served on several Boards
of Directors, including: Net Servios de Comunicao S.A. (sitting member,
1999 - 2000); Klabin S.A. (sitting member, 2003 - 2004); Valepar S.A. (sitting
member, 2003); Vale (alternate member, 2003 - 2004); Acesita S.A. (sitting
member, 2003 - 2004); Equatorial Energia S.A. (sitting member, 2006 - 2008);
Rio Minas Energia S.A. (2006 - 2010); Light S.A. (2006 - 2011); Light S.E.S.A.
(2006 - 2011); Cemar S.A. (2006); Geradora de Energia do Maranho S.A.
(2008); and, Celpa S.A. (2012).
ii.
held companies
Executive Officer at Banco Pactual and Banco UBS Pactual. Member of the
Boards of Directors of Net Servios de Comunicao S.A. (sitting member,
1999 - 2000); Klabin S.A. (sitting member, 2003 - 2004); Valepar S.A. (sitting
member, 2003); Vale (alternate member, 2003 - 2004); Acesita S.A. (sitting
member, 2003 - 2004); Equatorial Energia S.A. (sitting member, 2006 - 2008);
Rio Minas Energia S.A. (2006 - 2010); Light S.A. (2006 - 2011); Light S.E.S.A.
(2006 - 2011); Cemar S.A. (2006); Geradora de Energia do Maranho S.A.
(2008); and, Celpa S.A. (2012).
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.
Any
final
and
unappealable
conviction,
at
the
judicial
or

N/A
Ms. Ana Marta Horta Veloso has stated that she was not subject to any
either suspended or prohibited her from practicing any professional or
a.

N/A
b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Silvio Artur Meira Starling

Silvio Artur Meira Starling holds a degree in Economics from Faculdade Bennet
do Rio de Janeiro. From 2007 to the present date, he has served as the Special
Business Management Advisor to the Commander of the Navy Military Public
Servant. He served from 2005 to 2007 as the Navys Budget Coordinator. From
2002 to 2005, he ran the organization that provides Home Construction Funding
for Navy Personnel. He served as the Chief of Staff of the Navy General
Secretariat from 2001 to 2002. From 2000 to 2001, he served as the General
Head of Services of the 1st Naval District Command. From 1991 to 1993, he
was the Head of the Purchasing Department of the Brazilian Naval Commission
in Europe, based in London, operating throughout Europe and Asia. He has

received the following awards: Order of Merit of the Department of Defense,
Naval Order of Merit (Commander), Military Order of Merit, Air Force Order of
Merit (Commander), Military Judiciary Order of Merit (High Distinction), Medal of
Victory, Military Prosecutor Order of Merit, Military Medal 30 years,
Tamandar Medal of Merit, Peacemaker Medal, Santos-Dumont Medal of Merit
and the Inconfidncia Mineira Medal.
ii.
held companies
N/A
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Silvio Artur Meira Starling has stated that he was not subject to any
12.9 Report the existence of a marital status, common-law marriage, or
a.

N/A

b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Alternate Members:
Samy Kopit Moscovitch
Samy Kopit Moscovitch holds a Masters degree in Geography from the
Geosciences Institute (IGC) at the Federal University of Minas Gerais and a
degree in Economics from the School of Economics (FACE) at the Federal
University of Minas Gerais. From 2012 to the present date, he has served as an
Advisor to the Executive Board of the Brazilian National Economic and Social
Development Bank (BNDES). He served from 2009 to 2010 as a Specialist in

Industrial Competitiveness at the Brazilian Industrial Development Agency
(ABDI). From 2003 to 2009, he served as an Advisor to the Executive Board of
the Brazilian National Economic and Social Development Bank (BNDES). He
also served as the IT Officer for the City of Belo Horizonte from 2000 to 2002.
ii.
held companies
N/A
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Samy Kopit Moscovitch has stated that he was not subject to any criminal
activity.
a.

N/A
b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Rogrio Sobreira Bezerra

Rogrio Sobreira Bezerra holds a PhD in Economics from the Economics
Institute at the Federal University of Rio de Janeiro. From 2013 to the present
date he has served as the Co-Chair of the Public Policy Analysis Office at
Fundao Getulio Vargas. He worked from 2002 to 2012 as a Finance
Professor and Researcher at the Brazilian School of Public and Business
Administration at Fundao Getulio Vargas. He served as an Economic Tax
Analyst from 1995 to 1997 at the National Association of Open Market
Institutions (ANDIMA, later ANBIMA). He also worked as a Macroeconomics
and Monetary Economics Professor at Universidade Cndido Mendes (UCAM)
from 1991 to 1997. He has received the following awards: 2010: Brasil de
Economia Award for the book Monetary Policy, Central Banks and Inflation
Targets; First place in the Economics Books category from the Federal
Economics Council (COFECON); and, 2009: Economic Culture Award for the
book Monetary Policy, Central Banks and Inflation Targets; Caixa of Rio
Grande do Sul and Jornal do Commercio of Rio Grande do Sul.
ii.
held companies
N/A
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Rogrio Sobreira Bezerra has stated that he was not subject to any
a.

N/A

b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Eduardo Lima Andrade Ferreira

Eduardo Lima Andrade Ferreira holds a degree in Civil Engineering from the
Federal University of Minas Gerais (UFMG). In 2012, he earned certification as
a Project Management Professional (PMP). From 2007 to 2014 he worked at
Construtora Quieroz Galvo S.A. on a variety of projects, as Contract
Administration Manager, Technical Manager and Engineer. He was a Planning
Engineer at Sinopec International Petroleum Service Corporation from 2006 to
2007. He worked as a Planning Engineer at ARG from 2005 to 2006. He also
worked as a Planning and Control Engineer at the Masa-ARG Consortium from

2004 to 2005.
ii.
held companies
N/A
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Eduardo Lima Andrade Ferreira has stated that he was not subject to any
a.

N/A
b.

N/A

c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Fabiano Maia Pereira

Fabiano Maia Pereira holds a PhD in Economics from the University of Brasilia
(UnB). From 2003 to the present date he has served as a Finance and Control
Analyst with the National Treasury Secretariat / Ministry of Finance. From 2014
to the present date, he has served as a Fiscal Council Member at BB Cartes
S.A. He also served as a Fiscal Council Member at BB Capitalizao S.A. from
2013 to 2014 and as a Fiscal Council Member at BB DTVM S.A. from 2006 to
2010.
ii.
held companies

Current Fiscal Council Member at BB Cartes S.A. He also served as a Fiscal
Council Member at BB Capitalizao S.A. from 2013 to 2014 and as a Fiscal
Council Member at BB DTVM S.A. from 2006 to 2010.
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Fabiano Maia Pereira has stated that he was not subject to any criminal
activity.
a.

N/A
b.

N/A
c.

N/A

d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
Jos Augusto Gomes Campos

Jos Augusto Gomes Campos has served, since 2009, as the Project
Development Manager at Andrade Gutierrez Concesses S/A. Previously, he
served as the Project Finance Officer at Corporacin Quiport S/A, the
concessionaire of the Quito International Airport (2006 2008). He has spent 20
years working in the infrastructure sector, in the Highways sector (AG
Concesses and CCR, 1995 - 2001), the Energy Sector (Suez-Tractebel, 2001 2006), and the Airports sector (Quiport Equador, and Aeris Costa Rica, 2006
- 2013). He holds a degree in Physics with a specialization in Solid States and
Material Sciences from the State University of Campinas (UNICAMP). Over the
last five years, Mr. Gomes Campos has also served as an alternate member of
the Boards of Directors of the following organizations: CEMIG, CEMIG Gerao
e Transmisso and CEMIG Distribuio, and he also serves as an alternate
member of the Fiscal Council of CCR. Mr. Gomes Campos is currently an
Alternate Member of the Board of Directors of Light S/A, Light Energia S/A and
Light Servios de Eletricidade S/A.

ii.
held companies
Alternate member of the Boards of Directors of the following organizations:
CEMIG, CEMIG Gerao e Transmisso and CEMIG Distribuio, and he also
serves as an alternate member of the Fiscal Council of CCR. Alternate Member
of the Board of Directors of Light S/A, Light Energia S/A and Light Servios de
Eletricidade S/A.
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Jos Augusto Gomes Campos has stated, individually and for all legal
activity.
a.

N/A
b.

N/A

c.

N/A
d.

N/A
managers and:
a.

Alternate Member of the Board of Directors of Light Servios de
Eletricidade S.A. and Light Energia S.A.

b.
Alternate Member of the Board of Directors of CEMIG, which is part of the

Controlling Block of Light S.A.
Project Development Manager at Andrade Gutierrez Concesses S/A.
c.

None.
Eduardo Maculan Vicentini

Eduardo Maculan Vicentini holds a degree in Naval (Electrical) Engineering
from the University of So Paulo (USP). From 2009 to the present date he has
served as the Managing Partner of THD Consultoria e Servios Ltda. He served
as the Director General of the Navy Research Institute from 2008 to 2009. From
2005 to 2007, he served as the Director General of the Ministry of Defenses
Department of Science and Technology. From 2000 to 2004, he was the
Superintendent, Deputy Directory and Director General of the Naval
Engineering Office. From 2000 to 2002 he served as the Director General of the
Navys Missiles and Submarine Weapons Center.
ii.
held companies
N/A
b.
past five years:

i.

N/A
ii.
imposed
N/A
iii.

N/A
Mr. Eduardo Maculan Vicentini has stated that he was not subject to any
a.

N/A
b.

N/A
c.

N/A
d.

N/A
managers and:
a.

None.
b.

None.
c.

None.
ii. ORIGIN AND JUSTIFICATION OF THE PROPOSAL

The election proposed herein, with appointments or support from
the Management or the controlling shareholders, is aimed at filling in the vacant
positions on 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 December 31, 2015.
iii. LEGAL AND ECONOMIC EFFECTS OF THE PROPOSAL
In light of the foregoing, the proposed elections solely aim at filling
the vacant positions on the Companys Board of Directors, in view of the
resignation of the previously elected Board members.
With regards to the economic effects, the budget will not change,
as the vacant positions to be filled already exist, as provided for in the
Managements compensation proposal, which was already submitted for
approval at the Companys Annual Shareholders Meeting held on April 24,
2014.
Therefore, there will be no changes and/or restrictions to any
shareholders rights, since the proposed appointments specifically aim at filling
in the vacant positions in the Companys Board of Directors.
Rio de Janeiro, January 21, 2015

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Management Proposal

Election of Members of the Board of Directors

In compliance with Article 10 of CVM Instruction 481/09, below is the

Election of Members of the Board of Directors

12.7. Provide information mentioned in item 12.6 concerning the members of

Election of Members of the Board of Directors

Member of the Board

Human Resources Committee:

Election of Members of the Board of Directors

Governance and Sustainability Committee:

Rsum with the following information:

Most relevant work experience in the past 5 years, indicating:

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

Election of Members of the Board of Directors

List of all management positions held now or in the past at publicly-

Description of any of the following events that have occurred in the

past five years:

Any criminal conviction

Any conviction in a CVM administrative procedure and the penalties

Any final and unappealable conviction, at the judicial or

administrative level, which has resulted in either a suspension or ban

Election of Members of the Board of Directors

conviction, to any CVM administrative conviction or penalties, or to any final and

12.9. Report the existence of a marital status, common-law marriage, or

Managers of the issuer

(i) Managers of the issuer and (ii) managers of the direct or

indirect subsidiaries of the issuer

(i) Managers of the issuer or of its direct or indirect subsidiaries

and (ii) direct or indirect controlling shareholders of the issuer

(i) Managers of the issuer and (ii) managers of the direct or

indirect parent companies of the issuer

A company controlled directly or indirectly by the issuer

A direct or indirect controlling shareholder of the issuer

If relevant, the suppliers, clients, debtors or creditors of the issuer,

its subsidiary or parent company, of any of these persons

Election of Members of the Board of Directors

Marco Antnio de Rezende Teixeira

List of all management positions held now or in the past at publicly-

Description of any of the following events that have occurred in the

past five years:

Any criminal conviction

Any conviction in a CVM administrative procedure and the penalties

Any final and unappealable conviction, at the judicial or

administrative level, which has resulted in either a suspension or ban

Election of Members of the Board of Directors

conviction, to any CVM administrative conviction or penalties, or to any final and

Managers of the issuer

(i) Managers of the issuer and (ii) managers of the direct or

indirect subsidiaries of the issuer

(i) Managers of the issuer or of its direct or indirect subsidiaries

and (ii) direct or indirect controlling shareholders of the issuer

(i) Managers of the issuer and (ii) managers of the direct or

indirect parent companies of the issuer

A company controlled directly or indirectly by the issuer

A direct or indirect controlling shareholder of the issuer

If relevant, the suppliers, clients, debtors or creditors of the issuer,

its subsidiary or parent company, of any of these persons

Election of Members of the Board of Directors

Marcello Lignani Siqueira

List of all management positions held now or in the past at publicly-

Description of any of the following events that have occurred in the

past five years:

Extraordinary Shareholder's Meeting - Management Proposal

Extraordinary Shareholder's Meeting - Management Proposal