Minutes of Annual and Extraordinary Shareholders Meeting 04 28 2010

7/30/2019 Minutes of Annual and Extraordinary Shareholders Meeting 04 28 2010

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LIGHT S.A.Corporate Taxpayers ID (CNPJ): 03.378.521/0001-75

Company Registry (NIRE): 33.300.263.16-1Publicly-Held Company

MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING OFLIGHT S.A. HELD ON APRIL 28, 2011, DRAWN UP IN SUMMARY FORM, INACCORDANCE WITH PARAGRAPH 1 OF ARTICLE 130 OF LAW 6,404/76.

1. Date, Time and Venue: On April 28, 2011 at 11:00 A.M., held at Av. Marechal Floriano, n168, parte, 2 andar, Corredor A, Centro, City and State of Rio de Janeiro.

2. Call: Call Notice was published in the April 13, 14 and 15, 2011 issues of the "Dirio Oficialdo Estado do Rio and Jornal do Commercio newspaper, national edition.

3. Attendance: Shareholders representing the majority of the voting capital stock, according tothe signatures recorded in the Shareholders Attendance Book. Also present were the OfficersJoo Batista Zolini Carneiro, the sitting member of the Fiscal Council Eduardo GrandeBittencourt, and the representative of KPMG Auditores Independentes, Vnia Andrade deSouza (CRC-RJ 057.497/O-2 e CPF 671.396.717-53).

4. Presiding: Joo Batista Zolini Carneiro, Chairman. Cludia de Moraes Santos, secretary.

5. Agenda:5.1. Presiding Board:5.1.1.To acknowledge Managements accounts and analyze, discuss and vote on the financialstatements for the fiscal year ended December 31, 2010;5.1.2. To decide on the allocation of net income for the fiscal year ended December 31, 2010;5.1.3.To establish Managements overall annual compensation;5.1.4. To install and elect the Fiscal Council; and5.1.5. To determine the compensation of the Fiscal Council members.

5.2. Extraordinary Shareholders Meeting:5.2.1.To amend Article 12 of the Companys Bylaws and include item VIII of article 15 of theCompanys bylaws to create a Legal Department and reorganize its duties and responsibilities.

5.2.2. To elect 1 sitting member and 2 alternate members of the Board of Directors to replace

the Board members who have resigned for the remaining term of the mandates of the Boardmembers to be replaced, to be ended at the Annual Shareholders' Meeting that resolves on thefinancial statements for the fiscal year to be ended on December 31, 2011.

6. Resolutions:6.1. The shareholders approved, by unanimous vote, the drawing up of these minutes insummary format, pursuant to paragraph 1 of article 130 of Law 6,404/76, the votes having beenrecorded separately. By unanimous vote, the reading of the agenda and the respectivedocuments was dispensed with at this meeting.


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6.2. Annual Shareholders Meeting:6.2.1. The shareholders approved, by unanimous vote, with the abstention of the shareholders

legally prevented from voting, the managements accounts, the balance sheet and the otherfinancial statements, accompanied by the favorable opinion of the Fiscal Council and theIndependent Auditors Opinion, all related to the year ended December 31, 2010. Saiddocuments were published, within the legal term, in the edition of March 31, 2011 of "DirioOficial do Estado do Rio and Jornal do Commercio, national edition, and were available toshareholders, jointly with the documents referred to in article 9 of CVM Instruction 481/2009, asper the announcement referred to in article 133 of Law 6,404/1976, published on the March 28,29 and 30, 2011 issues of "Dirio Oficial do Estado do Rio and Jornal do Commercio,national edition.

6.2.2. The shareholders approved, by unanimous vote, the managements proposal for theallocation of net income for 2010, including the Capital Budget proposal for 2011. Net income

for 2010 was five hundred and seventy-five million, one hundred and forty-nine thousand,twelve reais and fifty-five centavos (R$575,149,012.55). The allocation will be made as follows:(i) twenty-eight million, seven hundred and fifty-seven thousand, four hundred and fifty reaisand sixty-three centavos (R$28,757,450.63) to the Legal Reserve account, (ii) three hundredand fifty million, nine hundred and seventy-nine thousand, three hundred and six reais and thirty-six centavos (R$350,979,306.36) tobe distributed to shareholders of record on April 28, 2011as dividends on May 18, 2011, and (iii) one hundred and ninety-five million, four hundred andtwelve thousand, two hundred and fifty-five reais and fifty-six centavos (R$195,412,255.56) to theProfit Retention Reserve account, based on the Capital Budget approved by theseShareholders Meetings.

6.2.3. The shareholders resolved by a majority vote, with the abstention of the shareholderBNDES Participaes S.A. BNDESPAR, to establish the overall annual compensation of theCompanys Board of Directors and Board of Executive Officers at one million, seventy hundredtwenty four thousand, six hundred and thirty-seven reais (R$1,724,637.00), to be allocated bythe Board of Directors.

6.2.4. The shareholders approved, by unanimous vote, the installation of the Companys FiscalCouncil, to which the following sitting members and the respective alternates were elected for aone-year term of office, to be ended at the Annual Shareholders Meeting that approves theaccounts for the fiscal year to be ended December 31, 2011: (i) as a sitting member, MarcelloLignani Siqueira, Brazilian, married, engineer, resident and domiciled at Rua SeverinoMeireles, 70, Passos, Juiz de Fora, MG, holder of the identification document no. 11-912/D

issued by CREA/RJ and inscribed in the individual roll of taxpayers under no. 003.753.146-87,and his alternate Eduardo Gomes Santos, Brazilian, married, accountant, resident anddomiciled at Praia do Flamengo, 386, apt. 302, Flamengo, Rio de Janeiro, RJ, holder of theidentification document no. 1.809.611 issued by SSP/RJ/IFP and inscribed in the individual rollof taxpayers under no. 091.245.197-15; (ii) as a sitting member, Isabel da Silva RamosKemmelmeier, Brazilian, married, engineer, resident and domiciled at Av. HenriqueDodsworth, 180, cob. 02, Lagoa, Rio de Janeiro, RJ, holder of the identification document no.05.418.374-4 issued by SSP/RJ/DETRAN and inscribed in the individual roll of taxpayers underno. 016.751.727-90, and her alternate Ronald Gasto Andrade Reis, Brazilian, married,business administrator, resident and domiciled at Rua Jos Hemetrio Andrade, 72/801,Buritis, ZIP code 30455-770, Belo Horizonte, MG, holder of the identification document no. MG-


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104.612 issued by SSP/MG and inscribed in the individual roll of taxpayers under no.007.237.036-04;(iii) as a sitting member Eduardo Grande Bittencourt, Brazilian, married,

accountant, resident and domiciled at Rua dos Andradas, 1.534, cj. 81, Porto Alegre, RS,holder of the identification document no. 1005587934, issued by the Secretariat of Justice andSecurity of Rio Grande do Sul, and inscribed in the individual roll of taxpayers under no.003.702.400-06, and his alternate Ricardo Genton Peixoto, Brazilian, married, economist,resident and domiciled at Av. Pres. Wilson, 228, 8 andar, Centro, Rio de Janeiro, RJ, holder ofthe identification document no. 09.208.573-7, issued by SSP/RJ/DETRAN, and inscribed in theindividual roll of taxpayers under no. 028.797.707-26; and, (iv) as a sitting memberAristtelesLuiz Menezes VasconcellosDrummond, Brazilian, married, journalist, resident and domiciledat Av. Rui Barbosa, 460, apto. 801, Flamengo, Rio de Janeiro, RJ, CEP 22250-020, holder ofthe identification document no. 1842888, issued by IFP/RJ, and inscribed in the individual rollof taxpayers under no. 026.939.257-20, and his alternate Ari Barcelos da Silva, Brazilian,married, administrator, resident and domiciled at Rua Professor Hermes Lima, 735, apt. 302,

Recreio dos Bandeirantes, Rio de Janeiro, RJ, holder of the identification document no. 20-27107-7, issued by CRA/RJ, 7 Regio, and inscribed in the individual roll of taxpayers underno. 006.124.137-72.

6.2.5. In a separate vote, conducted by the shareholders Victor Adler, Gabriel Agostini andGilberto Souza Esmeraldo, the following members were elected to compose the Fiscal Council,for a term of office of one (1) year, to expire at the Annual Shareholders' Meeting that willapprove the accounts of the fiscal year ending December 31, 2011: (i) as a sitting memberVictor Adler, Brazilian, divorced, lawyer, resident and domiciled at Rua da Assembleia, n 10,Grupo 2701, Centro, Rio de Janeiro, RJ, holder of the identification document no. 21.439,issued by OAB/RJ, and inscribed in the individual roll of taxpayers under no. 203.840.097-00,and his alternate Gabriel Agostini, Brazilian, married, engineer, resident and domiciled atAvenida das Amricas, n 500, bloco 22, sala 233, Barra da Tijuca, Rio de Janeiro, RJ, holderof the identification document no. 2.789.760, issued by IFP/RJ, and inscribed in the individualroll of taxpayers under no.193.032.897-49;

6.2.6. The shareholders approved, by unanimous vote, with the abstention of therepresentative of shareholder BNDES Participaes S.A. BNDESPAR, to establish the FiscalCouncil members monthly compensation at six thousand, one hundred and fifty-two reais(R$6,152.00) for sitting members, and at three thousand and seventy-six reais (R$3,076.00) foralternates.

6.3. Extraordinary Shareholders Meeting:

6.3.1. The shareholders approved, by unanimous vote, the amendment to the wording of Article12, as well as the inclusion of item VIII in Article 15 of the Companys Bylaws, to create a legaldepartment and reorganize its duties and responsibilities in accordance with the ManagementsProposal for these meetings, which shall come into effect as follows:

Article 12The Board of Executive Officers shall be constituted by a maximum of eight(8) Officers, composed as follows: one Chief Executive Officer; one Financial andInvestor Relations Officer; one Personnel Officer; one Corporate Management Officer;one Energy Officer; one Distribution Officer, one New Business and Institutional Officerand one Legal Officer; with a term of office of three (3) years. Reelection is allowed.


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Paragraph One In the event of absence or temporary impediment, the ChiefExecutive Officer shall be replaced by the Financial and Investor Relations Officer, and

in the event of the absence or impediment of this Officer, the Chief Executive Officershall choose his substitute from among the Officers. In the event of their absence ortemporary impediment, the other Officers shall be substituted by another Officerspecially appointed by the Chief Executive Officer.

Paragraph Two In the event of a definitive vacancy of the Chief Executive Officerposition, the Board of Directors shall elect a substitute who shall complete the term ofoffice of the substituted person. In the event of a definitive vacancy of the position of anyother Officer, the Chief Executive Officer shall appoint a substitute from among the otherOfficers, until the Board of Directors elects a definite substitute for the remainder of theterm of office.

Article 15 Without prejudice to the Board of Executive Officers duties as a joint

committee, the Officers duties in view of their position held are the following:(...)VIII Legal Officer:a) to coordinate, carry out and control the legal matters;b) to support the other areas of the Company, including, when requested, wholly-owned subsidiaries, affiliated companies and other subsidiaries, in relation to all legalaspects;c) to manage all administrative and legal proceedings to which the Company is aparty, and, periodically or whenever requested, notify the Board of Executive Officersand Board of Directors on the procedural and legal strategy adopted, as well as thestatus and progress of such proceedings.

6.3.2.Due to the amendment to the Companys Bylaws, established in item 6.3.1 above, the

shareholders approved the restated Bylaws attached hereto as Exhibit I.

6.3.3. In view of the resignation of Mr. Joo Marcio Lignani Siqueira from his position as sittingmember, and of Messrs. Joo Procpio Campos Loures Vale and Joo Batista Zolini Carneirofrom their positions as alternates of the Companys Board of Directors, the shareholdersapproved, by majority vote, the election of Mr. Raul Belens Jungmann Pinto, Brazilian, single,business consultant, resident and domiciled in Jaboato dos Guararapes, PE, CEP 54440-310,holder of the identification document no. 964067, issued by SSP-PE, and inscribed in theindividual roll of taxpayers under no. 244.449.284-68, to the position of sitting member of theBoard of Directors, of Mr. Cesar Vaz de Melo Fernandes, Brazilian, married, electricalengineer, resident and domiciled in Belo Horizonte, MG, at Alameda Serra da Mantiqueira,1925, Vila Del Rey, Nova Lima, MG, CEP 34000-000, holder of the identification document no.

27007/D, issued by CREA/MG, and inscribed in the individual roll of taxpayers under no.299.529.806-04, to the position of alternate of the Board of Directors, and of Mr. WilsonBorrajo Cid, Brazilian, married, journalist, resident and domiciled in Juiz de Fora, MG, at RuaDr. Romualdo 520, apto. 202, So Mateus, CEP 36016-380, holder of the identificationdocument no. MG 412.799, issued by SSP MG, and inscribed in the individual roll of taxpayersunder no. 012.340.996-91, to the position of alternate of the Board of Directors, all of them for aterm of office completing the term of office of the resigning board members, which will expire atthe Annual Shareholders' Meeting that will approve the accounts of the fiscal year endingDecember 31, 2011.


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Pursuant to caput of Article 3 and paragraph 2 of CVM Rule 367 of May 29, 2002 of theBrazilian Securities Commission, copies of the clearance declarations and CVs of the elected

sitting and deputy Board members, who are shareholders of the Company, were presented,and said documents were filed at the Companys headquarters. The Board Members hereinelected were exempted from the conditions listed in items I and II, paragraph 3 of Article 147 ofthe Brazilian Corporation Law (6.404/1976).

7. Closure: There being no further business to discuss, these minutes were drawn up andsubsequently signed by me, the secretary, and by all attending shareholders.

This is a free translation of the resolutions taken in the Annual and Extraordinary ShareholdersMeeting held today.

Rio de Janeiro, April 28, 2011.

_______________________Joo Batista Zolini Carneiro

______________________Cludia de Moraes Santos

Chairman Secretary


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EXHBIT I

LIGHT S.A.

Corporate Taxpayers ID (CNPJ) 03.378.521/0001-75

BYLAWS

CHAPTER I NAME, PURPOSE, DURATION AND HEADQUARTERS.

Article 1

The Company is called LIGHT S.A. and is governed by these Bylaws and by theapplicable legislation in force.

Article 2The Company has as corporate purpose the interest in other companies, as partner-quotaholder or shareholder and the exploitation, directly or indirectly, as the case may be, ofelectric power services, encompassing the systems of electric power generation, transmission,commercialization and distribution, as well as other related services.

Article 3The Companys headquarters and jurisdiction is in the City and State of Rio de Janeiro,at Avenida Marechal Floriano n 168, parte, 2 andar, Corredor A, Centro, and, upon resolutionof the Board of Executive Officers, the Company may open and maintain branches, offices or otherfacilities in any part of the country, and for tax purposes, a portion of the capital shall be allocated to

each one of them. The opening and maintenance of branches, officers or other facilities abroadshall be subject to resolution of the Board of Directors.

Article 4The Company has an undetermined term of duration.

CHAPTER II CAPITAL AND SHARES

Article 5 The Companys capital, fully subscribed and paid up, is two billion, two hundred andtwenty-five million, eight hundred and twenty-two thousand, one hundred and ninety-seven reaisand eighty-nine centavos (R$2,225,822,197.89), represented by two hundred and three million,nine hundred and thirty-four thousand and sixty (203,934,060) non-par book-entry commonshares, and the Company is authorized to increase its capital upon resolution of the Board ofDirectors and regardless of amendment to the Bylaws up to the limit of two hundred and threemillion, nine hundred and sixty-five thousand and seventy-two (203,965,072) non-par book-entrycommon shares.


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Paragraph One The capital stock is exclusively represented by common shares and each sharecorresponds to one voting right at the Companys Shareholders Meetings.

Paragraph Two The issuance of shares by the Board of Directors within the authorizedcapital limit is exclusively aimed at providing for the exercise of the subscription bonus issuedby the Company and must strictly comply with the conditions provided for in the subscriptionbonus.

Paragraph Three Any capital increase unrelated to the purpose set forth in the previousparagraph shall be subject to the resolution of the shareholders gathered at the shareholdersmeeting, who shall determine the conditions to prevail for the issuance of shares.

Paragraph Four Shareholders may be charged for remuneration mentioned in paragraph 3of Article 35 of Law 6,404, of December 15, 1976 and subsequent amendments (Corporation

Law).

Article 6 Shareholders shall have a preemptive right in the subscription of new shares issuedin any capital increases of the Company, in proportion to their interests in the Companyscapital.

CHAPTER III MANAGEMENT OF THE COMPANY

Article 7 The Company shall be managed by a Board of Directors and by a Board ofExecutive Officers.

Paragraph One The sitting members and respective deputies of the Board of Directors and of

the Board of Executive Officers shall be invested in office within the thirty (30) dayssubsequent to their elections, upon execution of the instrument of investiture drawn up in therecords maintained by the Company for this purpose and shall remain in their positions untilthe investiture of their substitutes.

Paragraph Two The annual overall compensation of the Administrators, including benefits ofany nature, shall be set forth at the Annual Shareholders Meeting, being incumbent upon theBoard of Directors the payment of the fixed compensation.

Paragraph Three The investiture of the Administrators shall be subject to the previoussubscription of the Instrument of Consent of the Administrators provided for in the NovoMercado(New Market) Regulation of BOVESPA.

SECTION I BOARD OF DIRECTORS

Article 8 The Board of Directors shall consist of, at least, five (5) and, at most, thirteen (13) sittingmembers and their respective deputies who shall substitute the sitting members in their possibleimpediments, all shareholders of the Company, with a unified term of office of two (2) years, andreelection is allowed.

Sole Paragraph In the composition of the Board of Directors, at least twenty percent (20%) ofthe board members shall be Independent Board Members, according to the definition of the

Novo MercadoListing Regulation. The board members elected as provided for in Article 141,paragraphs 4 and 5, of the Corporation Law, are also considered independent.


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Article 9 The sitting and deputy members of the Companys Board of Directors shall beelected at the Annual Shareholders Meeting. The Chairman and the Vice-Chairman of the

Board of Directors shall be chosen among the Board Members at the first Board of Directorsmeeting held after the respective election.

Paragraph One The Chairman of the Board of Directors shall be substituted, in his temporaryimpediments, by the Vice-Chairman, or, in his absence, by other Board Members appointed bythe Chairman of the Board and, upon no appointment, by choice of the other Board members.

Paragraph Two In the event of vacancy of any position on the Board, the Board of Directorsmust call a Shareholders Meeting to fill the respective position.

Paragraph Three In the event that the position of Chairman of the Board becomes vacant, theVice-Chairman shall assume his position and shall remain in the position until the Board chooses

its Chairman, the substitute remaining in the position of Chairman for the remaining term.

Article 10 The Board of Directors shall meet, on a regular basis once every month, and on anextraordinary basis whenever a meeting is called by any of its members, or by the CEO atleast five (5) days in advance. The meetings of the Board of Directors shall only be consideredvalidly called to order if they are attended by the majority of sitting members or their deputiesin office.

Paragraph One The decisions of the Board of Directors shall be made by the vote of the majorityof the attendees at the meeting in question.

Paragraph Two Any annual meeting of the Board of Directors may not be held in the

absence of any issue to be decided by it.

Paragraph Three The meetings of the Board of Directors may be held byteleconference, videoconference, mail or by any other means of communication.

Article 11 In the exercise of its duties, it is especially incumbent upon the Board of Directors:

I - to establish the general orientation of the Companys businesses;

II - to call the Annual Shareholders Meeting;


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III - to elect and dismiss the Chief Executive Officer;

IV - to elect and dismiss the other members of the Board of Executive Officers;

V - to give its opinion about the management report, the Board of Executive Officers accountsand the consolidated balance sheets, which shall be submitted to its examination;

VI - to inspect the Officers management, examine, at any time, the Companys records andpapers, request information about agreements entered into or to be entered into, and anyother acts;

VII - to set forth the payment form of the compensation of the Companys administrators, ifglobally determined at the shareholders meeting, and approve the general rules of the salarypolicy of the Companys employees;

VIII - after observing the legal provisions and hearing the Fiscal Council, if in operation, toapprove the Companys dividend policy and declare, during the fiscal year and until theAnnual Shareholders Meeting, interim dividends, including as a partial or total advance on theminimum mandatory dividend, to the account of profits ascertained on a semiannual, quarterlyor on a balance sheet of a shorter period or of retained earnings or reserves of profits existingon the last balance sheet, as well as to resolve on the approval and the payment of interest onthe Companys own capital;

IX - to give its opinion about the creation of any capital reserve for contingencies and/or anyprofit reserve, as well as any operation or mechanism that may result in the reduction ofprofits to be distributed to shareholders by the Company or, indirectly, by its subsidiaries;

X - the approval of any business, annual or multi-year budget plans of the Company and oftheir revisions.

XI - to resolve on the constitution of any liens on the Companys assets and property, or thepledge or transference of revenues or credit rights as a guarantee of financial operations or notto be entered into by the Company, whenever the total amount of the assets purpose of theguarantee exceeds five percent (5%) of the Companys total shareholders equity, or any lowerpercentage set forth by the Board of Directors, determined based on the Companys mostrecent audited financial statements;

XII - to resolve on the sale of any assets integrated in the Companys permanent assets

whose amount exceeds five percent (5%) of the total amount of the Companys permanentassets, determined based on the Companys most recent audited financial statements;

XIII - to resolve on the acquisition of any assets integrated in the Companys permanent assetswhose amount exceeds five percent (5%) of the Companys total shareholders equity, or anylower percentage to be set forth by the Board of Directors, determined based on the Companysmost recent audited financial statements;

XIV - to resolve on the conduct of any legal business which has as purpose acquisition or sale, oralso, the constitution of encumbrances of any nature by the Company on ownership interests,securities, subscription or acquisition rights;


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XV - to resolve on the Company and any of its subsidiaries running into liabilities in a singleoperation or in a series of binding operations, in an amount which exceeds five million reais

(R$5,000,000.00), not estimated in the Companys annual budget;

XVI - the approval of the Companys association, under any circumstances, with third parties,including the conduct of a joint undertaking, a consortium, or the interest of the Company in othercompanies, observing the limits of Article 256 of the Corporation Law;

XVII - the approval of investments (excluding those provided for in item XVI above and exceptthe cases of Article 256 of the Corporation Law) in a single operation or in a series of connectedoperations involving amounts larger than five million reais (R$5,000,000.00), and such amountmust be reviewed every two (2) years at the General Shareholders Meeting;

XVIII - the approval of the interest of the Company or of a subsidiary in any business which

involves the Companys shareholders, or their related parties, or any individual or corporationin which the Companys shareholders or their related parties have a direct or indirecteconomic interest, in compliance with the provisions in Paragraph One of this Article;

XIX - the authorization for the practice of any extraordinary management act notencompassed, by law or by these Bylaws, in the responsibilities of other corporate bodies;

XX - the approval of the loan concession limit policy by the Company;

XXI - to give its opinion about the redemption, amortization or acquisition by the Company ofshares issued by it to be held in treasury for subsequent cancellation and/or sale pursuant tothe applicable legislation;

XXII - to resolve on the appointment of attorneys-in-fact for the execution of the acts listed in thisArticle;


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XXIII - to resolve on the issuance of shares within the authorized capital limit for the exclusivepurpose of providing for the exercise of the right granted by the subscription bonus, and theissuance of shares shall strictly observe the conditions set forth in the subscription bonus;

XXIV - to resolve on the issuance of promissory notes (commercial papers) and/or other securitiesor similar instruments intended for distribution in capital markets;

XXV - to choose and dismiss the independent auditors, as well as amend the Companysaccounting and tax policies;

XXVI - to give its opinion about the deregistration request of Light as a publicly-held company;

XXVII - to give its opinion about the dissolution and liquidation, or also the authorization that allowsthe Companys management to request a judicial or extrajudicial reorganization procedure, or alsoconfess the bankruptcy of the Company or of its subsidiaries;

XXVIII - to constitute Committees that shall be responsible for preparing proposals or makingrecommendations to the Board of Directors, and define their respective attributes, compensation andthe operating regulation;

XXIX - to set forth the Companys ethical and behavioral standards, ensuring compliance with thecurrent legislation, for the Companys institutional responsibility, inspecting the Companysfinancial management and ensuring total transparency in the Companys main risks;

XXX - to prepare and amend the Board of Directors Internal Regulation;

XXXI - to approve the orientation of the vote to be cast by the Companys officers in the exercise ofthe Companys rights in the capacity of shareholder or quotaholder of another company; and

XXXII - to approve stock option or subscription programs for the Companys administrators andemployees or of other companies controlled by the Company.

Paragraph One In the resolutions on the conduct of a business by the Company or by itssubsidiaries with shareholders or related parties, the board members appointed by theshareholder who intends to carry out such business shall absent themselves during thediscussion and voting of the matter in resolution, which shall be made by the majority of the otherboard members.

Paragraph Two The Company shall complement social security of its employees throughFundao de Seguridade Social BRASLIGHT, in the form and means approved by the Board ofDirectors.

SECTION II BOARD OF EXECUTIVE OFFICERS

Article 12 The Board of Executive Officers shall be constituted by a maximum of eight (8)

Officers, composed as follows: one Chief Executive Officer, one Financial and Investor RelationsOfficer; one Personnel Officer; one Corporate Management Officer; one Energy Officer; oneDistribution Officer and one New Business and Institutional Officer and one Legal Officer; with aterm of office of three (3) years. Reelection is allowed.


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Ata da Assembleia Geral Ordinria e Extraordinria da Light S.A., realizada em 28 de abril de 2011 (continuao).

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Paragraph One In the event of absence or temporary impediment, the Chief Executive Officer shallbe replaced by the Financial and Investor Relations Officer, and in the event of the absence orimpediment of this Officer, the Chief Executive Officer shall choose his substitute from among theOfficers. In the event of their absence or temporary impediment, the other Officers shall be substitutedby another Officer specially designated by the Chief Executive Officer.

Paragraph Two In the event of a definitive vacancy of the Chief Executive Officer position, the Boardof Directors shall elect a substitute who shall complete the term of office of the substituted person. In theevent of a definitive vacancy of the position of any other Officer, the Chief Executive Officer shall appointa substitute from among the other Officers, until the recommendation by the Chief Executive Officer to

the Board of Directors to elect his definite substitute for the remainder of the term of office of thesubstituted person.

Paragraph Three In the event of a definitive vacancy of the Chief Executive Officer position, theBoard of Directors shall elect a substitute who shall complete the management term of the substitutedperson. In the event of definitive vacancy of the position of any Officer, the Chief Executive Officershall appoint the substitute from among the other Officers, until the recommendation by the ChiefExecutive Officer to the Board of Directors of his definite substitute for the remaining managementterm.

Article 13Officers shall perform their functions according to the Companys corporate purposeand in order to ensure the normal conduct of its businesses and operations with strict compliance

with the provisions of these Bylaws and with the resolutions of the General ShareholdersMeetings and of the Board of Directors.

Article 14 It shall be incumbent upon the Board of Executive Officers, as a joint committee, incompliance with the restrictions of the prevailing laws to practice all the acts necessary to ensurethe Companys regular operations, specifically:

I. to establish specific policies and guidelines deriving from the general business guidance setby the Board of Directors;II. to approve and alter the Companys organic structure, defining the duties and scope of theadministrative units and the staff, as well as the in-house rules and procedures, observing the scope

of authority of the Board of Directors and the provisions hereof;III. to examine and forward the strategic planning, as well its revisions, including schedules,investment amount and allocation provided for therein for approval of the Board of Directors;IV. to prepare and forward the Annual Budget for approval of the Board of Directors, which shallreflect the strategic planning in effect, as well as its revisions;

V. to approve the names appointed by the Officers to fill the positions directly subordinated tothem, as well as to dismiss them;

VI. to grant authority to the Officers to severally decide upon matters included in the Board ofExecutive Officers duties;

VII. to grant powers to the Officers and employees to authorize expenses, setting limits andconditions;

VIII. to resolve on the sale and acquisition of any asset composing the Companys permanentassets, the amount of which is equal to or lower than five per cent (5%) of the total amount of theCompanys shareholders equity, established based on the Companys most recent audited financialstatements, which shall be approved by the Board of Directors in the cases provided for in Article 11,


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item XVII of these Bylaws;IX. to approve the granting of Powers of Attorneys by the Company;X. to approve the scope of authority for the operations included in the Companys regularbusinesses and not relying on the approval of the Board of Directors.

Xl. to submit the Companys Policies and strategies for the approval of the Board of Directors, aswell as other matters not within the scope of the Board of Directors.

Article 15 Without prejudice to the Board of Executive Officers duties as a joint committee, theOfficers duties in view of their position held are the following:

I Chief Executive Officer:

a) to oversee and direct the work of the Company;b) to represent the Company in the Courts, on the plaintiff or defendant side;c) to sign, jointly with one Chief Officer, documents which bind the Company;d) to present the annual report on the Companys business to the Board of Directorsand to the Ordinary General Meeting of Stockholders;e) to propose to the Executive Board, for approval, jointly with the Chief Officer towhom the employee is linked, nominations for management positions in the Company;f) to manage and direct the activities of internal audits, legal counsel, the CorporateSecretariat Office, corporate communications and the Instituto Light;g) to propose appointments for management positions and Fiscal Council members ofthe wholly-owned and other subsidiaries and affiliated companies, and also the PensionPlan and Health area;

h) to coordinate the preparation and consolidation of the Companys Strategic Plan withthe participation of all the Companys Executive Officers; i) to coordinate all regulation- and tariff-related issues;j) to coordinate all the activities of the Companys corporate risk management areaand propose risk policies;

II - Financial and Investor Relations Officer:

a) to substitute the Chief Executive Officer if he is absent, on leave, and impeded;b) to control the financial resources necessary for the operation and expansion of theCompany, in accordance with the Annual Budget, conducting the processes of contracting ofloans and financing, and the related services;

c) to carry out the accounting of, and to control, the Companys economic-financialtransactions;d) to prepare the short-, medium- and long-term financial programming in detail, asspecified in the Companys Multi-year Strategic Implementation Plan and Annual Budget;e) to control the Companys registered capital, propose policy for its shares, and suggestdividend policy;f) to be responsible for the provision of information to the investing public, to the SecuritiesCommission (CVM) and to the Brazilian and international stock exchanges and over-the-countermarkets, and the corresponding regulation and inspection entities, and to keep the Companysregistrations with these institutions updated;g) to represent the Company to the CVM , the stock exchanges and other entities of thecapital markets;h) to arrange for the financial management of the Companys holdings in the wholly -owned

and other subsidiaries, and affiliated companies, within the criteria of good corporategovernance and making continual efforts for compliance with their business plans, subject to theprovisions of these Bylaws;


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i) to propose to the Executive Board, for approval or submission to the Board of Directorsor to the General Meeting of Stockholders, in accordance with the competency defined in theseBylaws, injections of capital, exercise of the right of preference and the making of votingagreements in the wholly-owned and other subsidiaries, and affiliated companies and in theconsortia in which the Company participates;j) to coordinate the preparation and consolidation of the Annual Budget with theparticipation of all Companys Chief Officers;k) to determine the cost of the service and to establish a policy on insurance, as set out inthe Companys Multi-year Strategic Implementation Plan;l) to coordinate all the activities of the Companys financial risk management area andpropose risk policies;m) to accompany the performance of the execution of investment projects, according totargets and results approved by the Executive Board and the Board of Directors;

n) to arrange for the economic and financial valuation of the Companys capital expenditureinvestment projects, except those under the responsibility of the New Business and InstitutionalOfficer;o) to conduct activities related to the capital market and investor relations.

III Personnel Officer:

a) to ensure the provision of appropriate personnel to the Company;b) to decide the Companys human resources policy (including benefits) and to orientand promote its application;c) to orient and conduct activities related to organizational studies and theirdocumentation;

d) to carry out the negotiations of collective work agreements, in accordance with theguidelines and limits approved by the Board of Directors, submitting the proposalsnegotiated for approval by the Executive Board;e) to present to the Executive Board the assessments from the leadership successiondevelopment program, put in place by the Company in order to help with the leadershipsuccession development process, and to supporting Board of Executive Officersdecisions on the appointment of employees to management positions;f) to promote improvement of the social responsibility and sustainability policies;g) to coordinate the Companys social responsibility strategy;h) to propose to the Chief Executive Officer, for submission to the Executive Board forapproval, from among the employees of the Company and of the other companiesinvolved in the negotiations, appointments of employees to the Union Negotiation

Committee, and also the appointment of its coordinator;i) to manage and promote the Companys work safety policy;j) to coordinate the policies, processes and means of property security, work safetyand security guarding approved by the Company;k) to manage the industrial safety of the generation and transmission facilities;l) to propose and implement the policies and guidelines that aim to ensure thephysical security of the generation and transmission facilities, and to manage theindustrial safety of those facilities;m) to decide policies and rules on support services such as transport, administrativecommunication, security guards, and on provision of adequate quality in the workplace forthe Companys personnel;n) to provide the Company with infrastructure and administrative support resources

and services.

IV Corporate Management Officer:


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a) to decide, conduct and supervise the Companys telecommunications and informationtechnology policy;b) to plan, put in place and maintain the Companys telecommunications and informationtechnology systems;c) to manage the process of contracting of works and services and of acquisition anddisposal of materials and real estate property;d) to effect quality control of the material acquired and of the qualification of contractedservice providers;e) to administer and control the stock of material, arrange for the separation and recoveryof used material, and to carry out sales of excess and unusable material, and scrap;f) to arrange for and implement programs to increase, develop, perfect and continuallyimprove suppliers of materials and services of interest to the Company, alone or incooperation with other Chief Officers Departments or development agencies and industry

associations;g) to coordinate the implementation and maintenance of the Companys quality systems;h) to define the technological development and technical standardization policies andguidelines;i) to coordinate the Companys strategy in relation to technological processes and thestrategic management of technology;j) to promote the implementation of programs for the Companys technologicaldevelopment.

V Energy Officer:

a) to prepare the planning of generation and transmission;b) to operate and maintain the generation systems and the associated supervision and

remote control systems, as well as the transmission systems and the associated supervisionand remote control systems;c) to develop and conduct such hydro-meteorological activities as are of interest to theCompany;d) to represent the Company in relations with the National System Operator (ONS), theBrazilian Electricity Generators Association (Abragee), the Electricity Trading Chamber(CCEE) and other entities representing the electricity generation, transmission and tradingsectors;e) to manage the Companys central laboratories and workshops;f) to coordinate and put in place projects for refurbishment, modernization, improvement,reactivation and de-activation of the generation and transmission facilities;g) to propose and implement the policies and guidelines that aim to ensure the physicalsecurity of generation and transmission facilities;

h) to manage the implementation of generation and cogeneration expansion projects(executive project, construction and assembly), and ensure the physical and financialperformance of these projects;i) to supply technical support to the negotiations for making possible the projects forexpansion of transmission, generation and co-generation, and to take part in the negotiation ofdocuments of the consortia of entrepreneurs and special-purpose companies;j) to ensure the quality of energy supply to consumers directly related to the Companystransmission system;k) to manage the operations arising from interconnection of the Companys electricitytransmission system with those of other companies, and the connection of agents to theCompanys basic network;l) to propose and implement measures that aim to ensure the connectivity of the variousagents of the electricity sector, linked to the Companys transmission system;

m) to manage and put in place the undertakings for expansion of transmission, arrangingfor planning, construction and assembly, and ensuring the proper physical and financialperformance of those undertakings;


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o) to establish environmental policies and guidelines;p) to coordinate the Companys environmental strategy;q) to monitor the management of the plans for compliance with the guidelines for theenvironment, technology and improvement of quality;r) to carry out research, studies and projections on the markets of interest to theCompany;s) to coordinate the planning and execution of the purchase of electricity to serve theCompanys market and the sale of energy from its own generation sources;t) to coordinate the purchase and sale of electricity in its different forms and modalities,including importation, exportation and holdings in all the segments of markets specialized inenergy;u) to coordinate the provision of services of intermediation of business transactionsrelated to the sale of electricity to any authorized agent;

v) to coordinate the establishment of the prices for purchase and sale of electricity, and topropose them to the Executive Board for approval;w) to establish commercial relations with and coordinate the sale of electricity andservices to individual consumers, or groups of consumers, served at voltages of 2.3kV ormore;x) to identify, measure and manage the risks association with the trading of electricity;y) to negotiate and manage the Contracts for Use of the Transmission System with theNational System Operator (ONS) and for connection to the Distribution System withtransmission companies;z) to negotiate and manage contracts with the National System Operator (ONS) for use ofthe transmission system and with transmission companies for connection to the distributionsystem;aa) in association with the New Business Development and Institutional Officer, to manage

the trading of the Companys carbon credits.

VI Distribution Officer:

a) to continuously improve operational processes through the use of new technologiesand methods, in order to improve the quality and reduce the costs of said activities;b) to operate the electricity distribution system and the associated supervision andremote control systems;c) to continuously improve maintenance processes through the use of newtechnologies and methods, in order to improve the quality and reduce the costs of saidactivities;d) to maintain the electricity distribution system and the associated supervision andremote control systems;

e) to ensure the quality of energy supply to consumers connected directly to theCompanys distribution system;f) to prepare the Companys distribution system plan;g) to manage the implementation of the distribution facilities, including preparation andexecution of the plan, construction and assembly;h) to propose and implement the policies for service to consumers served by this ChiefOfficers Department;i) to develop programs and actions jointly with consumers with up to 138Kv ofdemand, in order to ensure the most efficient use of electricity;j) to establish commercial and market relationships with and coordinate the sale ofelectricity and services to consumers of up to 138kV;k) to conduct environmental programs and actions within the scope of the Board ofExecutive Officers;l) to represent the Company in the Brazilian Electricity Distributors Association(Abradee) and with other entities of the distribution sector;m) to coordinate the Company s energy efficiency strategy;


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n) to carry out research, studies and projections on the markets of interest to theCompany.

VII New Business and Institutional Officer:

a) to arrange for prospecting, analysis and development of new business of theCompany in the areas of generation, transmission and distribution of electricity and also inother activities directly or indirectly related with the Companys objects;b) to arrange for technical, economic-financial, and environmental feasibility studies ofnew business for the Company, in coordination with the Chief Officers Departments relatedto those businesses;c) to coordinate the negotiations and implement the partnerships, consortia, special-purpose companies and other forms of association with public- or private-sector companies

necessary for the development of new business, and also the negotiation of contracts andcorporate documents of those projects, jointly with the Financial and Investor RelationsOfficer ;d) to coordinate the participation of the Company in tender proceedings for obtaininggrant of concessions in all the areas of its operations;e) to prospect, coordinate, evaluate and structure the opportunities for acquisition ofnew assets in the electricity sector;f) to coordinate the Companys participation in the auctions of new businessopportunities held by the National Electricity Agency (Aneel);g) to arrange for prospecting and analysis, within the scope of the Company, ofbusiness opportunities related to the use of carbon credits;h) to undertake the economic and financial evaluation of the Companys investmentprojects, except for those under the responsibility of the Finance and Investor relations

Office;i) to define alternative energy source policies and guidelines;j) to conduct institutional relations activities;k) to promote the management of the Companys interests in wholly -owned and othersubsidiaries, and affiliated companies, within the criteria of good corporate governancepractices, ensuring compliance with their business plans, pursuant to these Bylaws;l) to express opinions on the execution or amendment of agreements or the terms ofinstruments, whenever said agreements or instruments are related to shareholding interests;m) to coordinate the sale of interests retained by the Company, its wholly-owned or othersubsidiaries, or affiliated companies, upon approval of the Board of Directors;n) to propose the corporate governance policy;o) to conduct ombudsman activities.

VIII Legal Officer

a) to coordinate, carry out and control the legal matters;b) to support the other areas of the Company, including, when requested, wholly-ownedsubsidiaries, affiliated companies and other subsidiaries, in relation to all legal aspects;c) to manage all administrative and legal proceedings to which the Company is a party,and, periodically or whenever requested, notify the Board of Executive Officers and Board ofDirectors on the procedural and legal strategy adopted, as well as the status and progress ofsuch proceedings.

Article 16 The Board of Executive Officers shall meet on a regular basis at least once a month,

and on an extraordinary basis whenever called by initiative of the Chairman or at the request ofany of the Officers.


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Paragraph One The Board of Executive Officers decisions shall be made according to theguidelines set forth by the Board of Directors.

Paragraph Two Any annual meeting of the Board of Executive Officers may not be held in theabsence of any issue to be decided by it.

Paragraph Three The Board of Executive Officers decisions shall be in the minutes of therespective meetings.

Article 17 The Company shall only be considered validly obligated upon the signatures:

(a) of the Chief Executive Officer and of one (1) Officer or any two (2) Officers acting jointly; or

(b) of the Chief Executive Officer or of any Officer jointly with an attorney-in-fact, acting inconformity with the limits set forth in the respective power of attorney; or

(c) two (2) attorneys-in-fact, acting jointly and within the limits set forth in the respectivepowers of attorney.

(d) one attorney-in-fact, in case of ad judicia and ad judicia et extra powers of attorney torepresent the Company in lawsuits or administrative proceedings and in compliance with thelimits established in the respective power of attorney.

Sole Paragraph The Company shall be validly obligated by the isolated signature of any memberof the Board of Executive Officers, in the event this representation is previously approved by theBoard of Directors.

Article 18Any member of the Board of Executive Officers or attorney-in-fact, acting separately andwithin the limits set forth in the respective power of attorney, shall have powers to execute the followingacts:

(a) endorsement of checks, for deposit in the Companys accounts;

(b) issuance of trade notes and their endorsement for purposes of collection; and,

(c) execution of routine correspondence which does not create any responsibility for theCompany.

(d) receipt of summons, notifications and court and administrative notices, personaldeposition and representation in hearings;

(e) practice of administrative acts in general, before public agencies and tax and/or tax-relatedentities within the federal, state or municipal scopes, including the Internal Revenue Service,Brazilian Social Security Institute (INSS), Federal Savings Bank, Boards of Trade andnotary offices and may sign petitions, motions, motions to deny, appeals, withdrawal of defense inlower courts administrative decision, withdrawal of appeals in administrative state decision,

panel or plenary session within the federal, state and municipal scopes, tax books, accountingbooks, commercial books, authorization to print tax-related documents, monthly and annualstatements and/or information, petitions to use credits from ICMS (State VAT), requests of tax


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reimbursement and/or tax carryforward, requests of payment by installment of debts,communications, requests of debt clearance certificate, information forms, informationstatements, tax refund statement or tax carryforward and tax regularizations; and

(f) compliance and negotiation of tax, labor or social security liabilities, provided that it does notimply the assumption of new obligations.

Sole Paragraph The granting of powers of attorney by the Company, except those designated for thepractice of the acts provided for in Article 11 above, shall always depend on the previous and expressapproval of the Board of Executive Officers, and the respective instruments shall always be signed bythe Chief Executive Officer and by one of the other Officers or by two Officers, and shall expressly set

forth the powers of the attorneys-in-fact and, except the powers of attorney granted for legal purposes,shall have a maximum validity term of one (1) year.

CHAPTER IV FISCAL COUNCIL

Article 19 The Company shall have a non-permanent Fiscal Council that shall exercise the dutiesimposed by law and which shall only be instated upon the request of shareholders who representat least two percent (2%) of the voting shares.

Sole Paragraph The Fiscal Council shall consist of at least three (3) and at most five (5) sittingmembers and their respective deputies, shareholders or not, resident in the county. Reelection isallowed. In the fiscal years in which the instatement of the Fiscal Council is requested, the Annual

Shareholders Meeting shall elect its members and set forth the respective compensation, andthe term of office of the members of the Fiscal Council shall end on the date of the first AnnualShareholders Meeting held after its instatement. The investiture of the members of the FiscalCouncil shall be subject to the previous subscription of the Instrument of Consent of the Members ofthe Fiscal Council provided for in BOVESPAs Novo MercadoRegulation.

CHAPTER V SHAREHOLDERS MEETING

Article 20 Shareholders Meetings shall be annual or extraordinary. The Annual ShareholdersMeeting shall be held within four (4) months subsequent to the closure of the fiscal year and any

Extraordinary Shareholders Meetings shall be held whenever the Companys interests require.

Article 21 The Shareholders Meetings shall be chaired by the Chairman of the Board of Directors or, inhis absence, by the Vice-Chairman, or, in his absence, by the Companys Chief Executive Officer or, inhis absence, by any of the other Officers. The Secretary of the Shareholders Meeting shall be chosenby the shareholders.

Paragraph One The call notice may stipulate that, in addition to the requirements provided forby law, the deposit of the receipt issued by the depositary institution at the Companysheadquarters, or at the financial institution designated in the call notice, seventy-two (72) hoursbefore the day of the Shareholders Meeting as a condition to the attendance of the shareholderat the Shareholders Meeting.

Paragraph Two The call notice may also stipulate that the deposit of the power of attorneyrequired for the shareholder to be represented by an attorney-in-fact at the Shareholders


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Meeting is made at the Companys headquarters or in a financial institution designated in the callnotice seventy-two (72) hours before the day of the Shareholders Meeting.

Article 22 The resolutions of the Shareholders Meeting shall be taken by affirmative vote of themajority of shareholders, in compliance with Article 30, sole paragraph.

Article 23 It is incumbent upon the Shareholders Meeting, in addition to the attributions provided

for by law:

(a) to resolve on the Companys delisting from the Novo Mercado of the So Paulo StockExchange BOVESPA; and,

(b) to choose, among those indicated in a three-name list by the Board of Directors, thespecialized company responsible for the preparation of the appraisal report of the Companysshares, in the event of deregistration as a publicly-held company or delisting from the NovoMercado, as provided for in Chapters VIII and IX of these Bylaws.

CHAPTER VI FISCAL YEAR AND FINANCIAL STATEMENTS

Article 24 The fiscal year shall end on December 31 of each year.

Article 25At the end of each fiscal year, the financial statements shall be drawn up accordingto the applicable legal rules. The Company may, at the Board of Directors discretion, draw upsemiannual or quarterly financial statements or

financial statements for smaller periods of time in compliance with the legal prescriptions, andthe Board of Directors may resolve and declare interim dividends on the account of the netincome ascertained in the period or on the account of retained earnings or of profit reserve,including as total or partial advance of the mandatory dividend of the year in progress.

Paragraph OneAfter the deductions provided for by law, the Shareholders Meeting shall resolve

on the distribution of profits based on the proposal presented by the Board of Executive Officers,after listening to the Board of Directors and, if in operation, after obtaining the opinion of the FiscalCouncil.

Paragraph Two In each fiscal year, the shareholders shall be entitled to a minimum mandatorydividend of twenty-five percent (25%) of the Companys net income, pursuant to Article 202 of theCorporation Law.

Paragraph Three The Board of Directors may also resolve on the payment of interest on itsown capital according to the current legislation, in total or partial substitution of dividends,including interim dividends whose declaration is allowed by the caput of this Article or, also, inaddition to them.


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Paragraph Four It shall be incumbent upon the Board of Directors, in compliance with the currentlegislation, to determine, at its discretion, the amount and the date of the payment of each portion ofinterest on its own capital, whose payment it resolves.

Paragraph Five The Annual Shareholders Meeting shall decide on ascribing to the mandatorydividend amount the amount of interest on its own capital resolved by the Company during the year.

Paragraph SixThe dividends and interest on the Companys own capital shall be paid on the datesand places indicated by the Investor Relations Officer. In the event they are not claimed within three (3)years counted from the beginning of the payment, they shall be reverted in favor of the Company.

CHAPTER VII SALE OF THE CONTROL POWER

Article 26 The sale of the Companys control, either by means of a single operation or by meansof successive operations, shall be contracted under the suspensive or resolutory condition thatthe acquirer of the control undertakes to hold the public offering of acquisition of shares from theother shareholders, in compliance with the conditions and the terms provided for in the currentlegislation and in the Novo MercadoListing Regulation, in order to ensure them equal treatmentto that given to the Selling Controlling Shareholder.

Article 27 The public offering referred in the previous Article shall also be held:

(a) in the event that there is onerous assignment of subscription rights of shares or of other securities orrights related to securities convertible into shares that results in the sale of the Companys control; and,

(b) in the event of sale of control of a company that holds the Companys control power, and in thiscase, the Selling Controlling Shareholder undertakes to declare to BOVESPA the value attributedto the Company in this sale and attach documentation that proves it.

Article 28 Whoever already holds the Companys shares and acquires the Control Power due to aprivate agreement of purchase of shares entered into with the Controlling Shareholder involving anynumber of shares undertakes to:

(a) hold the public offering referred to in Article 26 of these Bylaws; and,

(b) refund the shareholders from whom he/she has purchased 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 possibledifference between the price paid to the Selling Controlling Shareholder and the amount paid on thestock exchange for the Companys shares in this same period, duly restated.

Article 29 The Company shall not register:

(a) any transfer of shares to the purchaser of control of the Company or to those who hold thecontrol power, while these shareholders have not subscribed the Instrument of Consent ofControlling Shareholders, provided for in the Novo MercadoListing Regulation, and

(b) any Shareholders Agreement that mentions the exercise of the Control Power, whil e itssignatories have not subscribed the Instrument of Consent of Controlling Shareholders providedfor in the Novo MercadoListing Regulation.


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CHAPTER VIII DEREGISTRATION AS A PUBLICLY-HELD COMPANY

Article 30 Without adverse effects to the legal and regulatory provisions, deregistration as a publicly-held company before the Brazilian Securities and Exchange Commission CVM shall be preceded bya public offering of acquisition of shares to be carried out by the Controlling Shareholder or by theCompany that shall mandatorily have as offering minimum price the corresponding economic value,determined in an appraisal report prepared as provided for in Article 30.

Article 31 The appraisal report referred to in Article 30 shall be prepared by a specialized institution orcompany with proven experience and independent from the Companys decision power, its

administrators and Controlling Shareholder, as well as meet the other legal requirements. The costsincurred with the preparation of the report shall be assumed by the offeror.

Sole Paragraph The choice of the specialized institution or company responsible for thepreparation of the appraisal report is incumbent upon the Shareholders Meeting, as set forth inArticle 23, b of these Bylaws, as of the presentation by the Board of Directors of a three-namelist, and the respective resolution, not counting blank votes, shall be made by an absolutemajority of votes of shareholders representing the outstanding shares attending theShareholders Meeting which, if instated at first call, shall include the attendance of theshareholders who represent at least twenty percent (20%) of the total outstanding shares, or, ifinstated at second call, may include the attendance of any number of shareholders representingthe outstanding shares.

CHAPTER IX DELISTING FROM THE NOVO MERCADO

Article 32 In the event that the Companys shareholders, gathered at the ExtraordinaryShareholders Meeting, resolve on the Companys delisting from the special trading segmentcalled Novo Mercado, the shareholder or group of shareholders who holds the Companys controlpower shall carry out the public offering of acquisition of shares by at least the amount ascertainedpursuant to Article 30 and 31 of these Bylaws, in compliance with the applicable legal and regulatoryrules, on the assumption that:

(a) the Companys delisting from the Novo Mercadooccurs for its shares to be registered for tradingoff the Novo Mercado, or

(b) the Company performs a corporate reorganization operation in which the companys sharesresulting from said reorganization are not admitted for trading in the Novo Mercado.

Sole Paragraph The public offering provided for in this Article shall comply with the rules of thepublic offering for deregistration as a publicly-held company before the CVM.

CHAPTER X ARBITRATION COURT

Article 33 The Company, its Shareholders, Administrators and the members of the Fiscal Councilundertake to resolve, through arbitration, all and any disputes or controversies that may arise amongthem, related to or resulting from, especially, the application, validity, efficiency, interpretation, violationand their effects, of the provisions in the Corporation Law and the Companys Bylaws, and in the rules


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issued by the Brazilian Monetary Council, the Brazilian Central Bank and the Brazilian Securities andExchange Commission, as well as in the other rules applicable to the operation of the capital markets ingeneral, in addition to those in the Novo MercadoListing Regulation, in the Novo MercadoParticipationAgreement and in the Arbitration Regulation of the Market Arbitration Chamber.

CHAPTER XI GENERAL PROVISIONS

Article 34 The Company shall be liquidated in the events provided for by law. The ShareholdersMeeting shall determine the form of liquidation, appoint the liquidator and the members of the FiscalCouncil - which shall operate throughout the liquidation period - determining their respective fees.

Rio de Janeiro, April 28, 2011.

Minutes of Annual and Extraordinary Shareholders Meeting 04 28 2010

Documents

Transcript of Minutes of Annual and Extraordinary Shareholders Meeting 04 28 2010