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 Eustáquio César Mota, Maria Estela Kubitschek Lopes and David Zylbersztajn, and the alternate Board Members Luiz Fernando Rolla, Wilson Borrajo Cid, José Augusto Gomes Campos, Carmen Lucia Claussen Kanter and Almir José 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 Company’s Management proposes the election of Nelson José Hubner Moreira, Marco Antônio de Rezende Teixeira, Marcello Lignani Siqueira, Fernando Henrique Schüffner Neto, Giles Carriconde Azevedo, Ana Marta Horta Veloso and Silvio Artur Meira Starling, as sitting members of the Company’s Board of Directors, as well as Samy Kopit Moscovitch, Rogério Sobreira Bezerra, Eduardo Lima Andrade Ferreira, Fabiano Maia Pereira, José Augusto Gomes Campos and Eduardo Maculan Vicentini, as alternate members of the Company’s 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 Company’s Board of Directors.

Information pursuant to item 12.6 of the Reference Form of CVM Instruction 480/09:

Members of the Board of Directorsa.

Nameb.

Agec.

Profession

d.Individual Taxpayer’s ID (CPF)

e.Elected Position to Hold

f.Date of the Meeting of

Election

g.Scheduled

Date of Investitur

e

h.Term of Office

i.Other

Positions Heldin the

Company

j.Appoint

ed by the

Controlling

Shareholder

Nelson José Hubner Moreira

60 Electrical Engineer

443.875.207-87

Sitting Member 02/05/2015 02/05/2015 14 months

To be defined at the Board of Directors’

Meeting

Yes

Marco Antônio de

Rezende Teixeira

58 Attorney 371.515.926-04



Meeting

Yes

Marcello Lignani Siqueira

76

Civil Electro-technical Engineer

003.753.146-87



Meeting

Yes

Fernando Henrique Schuffner

Neto


328.909.826-53



Meeting

Yes

Giles Carriconde Azevedo

53 Geologist 316.631.971-53



Meeting

Yes

Ana Marta Horta

Veloso46 Economist 804.818.416-

87Sitting

Member 02/05/2015 02/05/2015 14 months


Meeting

Yes

Silvio Artur Meira

Starling65

Naval Officer

(Reserves) and

Economist

263.021.367-68

Sitting Member

(Independent)

02/05/2015 02/05/2015 14 months


Meeting

Yes

Samy Kopit Moscovitch 53 Economist 432.564.816-

04Alternate Member 02/05/2015 02/05/2015 14 months


Meeting

Yes

Rogério Sobreira Bezerra

50 Economist 429.047.734-87

Alternate Member 02/05/2015 02/05/2015 14 months


Meeting

Yes

Eduardo Lima

Andrade

33 Civil Engineer

048.415.486-96

Alternate Member

02/05/2015 02/05/2015 14 months To be defined at the Board of Directors’

Yes


Ferreira Meeting

Fabiano Maia

Pereira37

Federal Civil

Servant

027.583.306-28



Meeting

Yes

José Augusto Gomes Campos

50 Physicist 505.516.396-87



Meeting

Yes

Eduardo Maculan Vicentini

63 Naval Engineer

310.845.837-04

Alternate Member

(Independent)

02/05/2015 02/05/2015 14 months


Meeting

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 Taxpayer’s ID (CPF)

e.Position to Hold


Election

g.Scheduled Date of Investitur

e

h.Term of Office

i.Other Positions

Heldin the

Company

j.Appointed

by the Controlling Shareholde

r

VACANT

César Vaz de Melo

Fernandes56 Electrical

Engineer 299.529.806-04Audit

Committee: Member 05/09/2014 05/09/2014 2 years

Member of the Board of Directors;

Member of the Audit, Finance,

Management and Human

Resources Committees

Yes

Marcelo Pedreira de

Oliveira46 Economist 003.623.457-59

Audit Committee:

Member 05/09/2014 05/09/2014 2 years


Member of the Audit,



Yes


50 Physicist 505.516.396-87

Audit Committee:

Member 05/09/2014 05/09/2014 2 years


Member of the Audit,



Yes

Finance Committee:a.

Nameb.

Agec.

Professiond.

Individual Taxpayer’s ID

(CPF)

e.Position to

Hold


Election

g.Scheduled

Date of Investiture

h.Term of Office

i.Other Positions

Heldin the Company

j.Appointed by

the Controlling Shareholder

Fabiano Macanhan

44 Banker 503.816.019-00

Finance Committee: 05/09/2014 05/09/2014

2 yearsMember of the

Yes


Fontes MemberBoard of Directors; Finance Committee Member.

César Vaz de Melo


Engineer299.529.806-

04

Finance Committee:

Member 05/09/2014 05/09/2014 2 years



Management and Human Resources

Committees

Yes

VACANT

VACANT

Management Committeea.

Nameb.Age

c.Profession

d.Individual

Taxpayer’s ID (CPF)

e.Position to

Hold

f.Date of the

Annual Sharehold

ers’ Meeting of

Election

g.Scheduled

Date of Investiture

h.Term of Office

i.Other Positions Held

in the Company

j.Appointed

by the Controlling Shareholder

Fernando Henrique Schüffner

Neto


328.909.826-53

Management

Committee Member

05/09/2014 05/09/2014 2 years

Member of the Board of Directors; Member of the Management

and Human Resources Committees

Yes

César Vaz de Melo


Engineer 299.529.806-04

Management

Committee Member

05/09/2014 05/09/2014 2 years

Member of the Board of Directors; Member of the Audit, Finance


Committees

Yes

Marcelo Pedreira de

Oliveira46 Economist 003.623.457-

59

Management

Committee Member

05/09/2014 05/09/2014 2 years

Member of the Board of Directors; Member

of the Audit, Management and Human Resources

Committees

Yes


50 Physicist 505.516.396-

87

Management

Committee Member

05/09/2014 05/09/2014 2 years

Member of the Board of Directors; Member

of the Audit, Management and Human Resources

Committees

Yes

Human Resources Committee:a.

Nameb.

Agec.

Professiond.

Individual Taxpayer’s ID (CPF)

e.Position to

Hold

f.Date of Election

g.Scheduled

Date of Investiture

h.Term of Office

i.Other Positions

Heldin the Company

j.Appointed



50 Physicist 260.273.158-73

Human Resources Committee

Member05/09/2014 05/09/2014 1 year


Member of the Audit, Management

and Human Resources

Committees

Yes

Fernando Henrique Schüffner


328.909.826-53 Human Resources Committee

05/09/2014 05/09/20142 years Member of the

Board of Directors; Member of the

Yes


Neto Member

Audit, Management and Human Resources

Committees

Marcelo Pedreira

de Oliveira

46 Economist 003.623.457-59


Member05/09/2014 05/09/2014 2 years


Member of the Audit, Management

and Human Resources

Committees

Yes

César Vaz de Melo


Engineer 299.529.806-04


Member05/09/2014 05/09/2014 2 years




Committees

Yes

Governance and Sustainability Committee:a.

Nameb.

Agec.

Professiond.

Individual Taxpayer’s ID

(CPF)

e.Position to

Hold

f.Date of Election

g.Scheduled

Date of Investiture

h.Term of Office

i.Other Positions

Heldin the Company

j.Appointed


VACANT

VACANT

VACANT

Carlos Antônio Decézaro

52 Business Administrato

r

343.485.140-20Member of the Governance and Sustainability Committee

05/09/2014 05/09/2014

2 yearsMember of the

Board of Directors;

Member of the Governance and

Sustainability Committee

Yes

12.8. With regard to each administrator, members of the fiscal council and

members of the audit committee, please provide:

a. Résumé 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 issuer’s securities of same class or type.


Board of Directors:Sitting Members

Nelson José Hubner MoreiraNelson José 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 Brasília. 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 companiesN/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 José 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 witha. 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. (i) Managers of the issuer and (ii) managers of the direct or 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 issuer’s managers and:a. A company controlled directly or indirectly by the issuer

None.

b. A direct or indirect controlling shareholder of the issuerNone.


c. If relevant, the suppliers, clients, debtors or creditors of the issuer, its subsidiary or parent company, of any of these persons

None.

Marco Antônio de Rezende TeixeiraMarco Antônio 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.



N/A


N/A


N/A


Mr. Marco Antônio 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 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.


N/A


N/A


N/A


N/A


None.




None.

Marcello Lignani SiqueiraMarcello 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 Colégio 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. List of all management positions held now or in the past at publicly-held companiesCEO of COPASA (1999 to 2012)


N/A


N/A


N/A

Mr. Marcello Lignani Siqueira 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.


N/A


N/A


N/A


N/A


None.



None.


Fernando Henrique Schüffner NetoFernando Henrique Schüffner Neto holds a degree in Electrical Engineering from PUC-MG, with a Master’s 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 Serviços 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. Participações em Ativos de Energia Elétrica, member of the Board of Directors of Empresa Amazonense de Transmissão de Energia S.A. and Empresa Santos Dumont de Energia S.A, member of the Deliberative Committee of Consórcio Tapajós and CEO of Empresa de Serviços de Comercialização de Energia Elétrica 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. List of all management positions held now or in the past at publicly-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 Transmissão de Energia S.A.

and Empresa Santos Dumont de Energia S.A, member of the Deliberative

Committee of Consórcio Tapajós and CEO of Empresa de Serviços de

Comercialização de Energia Elétrica 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 Serviços de Eletricidade S/A.



N/A


N/A


N/A

Mr. Fernando Henrique Schüffner 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.


N/A


N/A


N/A


N/A



He is a Member of the Board of Directors of Light – Serviços 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. A direct or indirect controlling shareholder of the issuerMr. Fernando Schüffner is an Executive Officer and Member of the Board of

Directors of Companhia Energética de Minas Gerais (CEMIG), which is part of

the Controlling Block of Light S.A.

.


None.

Giles Carriconde AzevedoGiles Carriconde Azevedo holds a degree in Geology with a Master’s 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.




N/A


N/A


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



N/A


N/A



N/A


N/A


None.



None.

Ana Marta Horta VelosoAna Marta Horta Veloso holds a Master’s 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 Serviços de Comunicação 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 Maranhão S.A. (2008); and, Celpa S.A. (2012).


Executive Officer at Banco Pactual and Banco UBS Pactual. Member of the Boards of Directors of Net Serviços de Comunicação 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 Maranhão S.A. (2008); and, Celpa S.A. (2012).


N/A


N/A


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



N/A


N/A



N/A


N/A


None.



None.

Silvio Artur Meira StarlingSilvio 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 Navy’s 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, Tamandaré Medal of Merit, Peacemaker Medal, Santos-Dumont Medal of Merit and the Inconfidência Mineira Medal.



N/A


N/A


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 kinship up to the second degree witha. Managers of the issuer


N/A


N/A


N/A


N/A


None.



None.

Alternate Members:

Samy Kopit Moscovitch

Samy Kopit Moscovitch holds a Master’s 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.



N/A


N/A


N/A

Mr. Samy Kopit Moscovitch has stated that he was not subject to any criminal




activity.


N/A



N/A


N/A


N/A


None.



None.

Rogério Sobreira BezerraRogério 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 Fundação Getulio Vargas. He worked from 2002 to 2012 as a Finance Professor and Researcher at the Brazilian School of Public and Business Administration at Fundação 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 Cândido 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.



N/A


N/A


N/A

Mr. Rogério Sobreira Bezerra has stated that he was not subject to any






N/A



N/A


N/A


N/A


None.



None.

Eduardo Lima Andrade FerreiraEduardo 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 Galvão 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.



N/A


N/A


N/A

Mr. Eduardo Lima Andrade Ferreira has stated that he was not subject to any






N/A


N/A



N/A


N/A


None.



None.

Fabiano Maia PereiraFabiano 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 Cartões S.A. He also served as a Fiscal Council Member at BB Capitalização S.A. from 2013 to 2014 and as a Fiscal Council Member at BB DTVM S.A. from 2006 to 2010.



Current Fiscal Council Member at BB Cartões S.A. He also served as a Fiscal

Council Member at BB Capitalização S.A. from 2013 to 2014 and as a Fiscal

Council Member at BB DTVM S.A. from 2006 to 2010.


N/A


N/A


N/A

Mr. Fabiano Maia Pereira has stated that he was not subject to any criminal




activity.


N/A


N/A


N/A



N/A


None.



None.

José Augusto Gomes CamposJosé Augusto Gomes Campos has served, since 2009, as the Project Development Manager at Andrade Gutierrez Concessões S/A. Previously, he served as the Project Finance Officer at Corporación 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 Concessões 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 Geração e Transmissão and CEMIG Distribuição, 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 Serviços de Eletricidade S/A.


ii. List of all management positions held now or in the past at publicly-held companiesAlternate member of the Boards of Directors of the following organizations:

CEMIG, CEMIG Geração e Transmissão and CEMIG Distribuição, 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 Serviços de

Eletricidade S/A.


N/A


N/A


N/A

Mr. José Augusto Gomes Campos has stated, individually and for all legal

purposes, that in the past five (5) years he was not subject to any criminal




activity.


N/A


N/A



N/A


N/A


Alternate Member of the Board of Directors of Light – Serviços de

Eletricidade S.A. and Light Energia S.A.

b. A direct or indirect controlling shareholder of the issuerAlternate 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 Concessões S/A.


None.

.

Eduardo Maculan VicentiniEduardo Maculan Vicentini holds a degree in Naval (Electrical) Engineering from the University of São Paulo (USP). From 2009 to the present date he has served as the Managing Partner of THD Consultoria e Serviços 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 Defense’s 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 Navy’s Missiles and Submarine Weapons Center.




N/A


N/A


N/A

Mr. Eduardo Maculan Vicentini has stated that he was not subject to any






N/A


N/A



N/A


N/A

12.10. Report any hierarchical relationships, services rendered or control maintained, over the last three fiscal years, between the issuer’s managers and:

a. A company controlled directly or indirectly by the issuerNone.



None.


ii. ORIGIN AND JUSTIFICATION OF THE PROPOSALThe election proposed herein, with appointments or support from

the Management or the controlling shareholders, is aimed at filling in the vacant positions on the Company’s 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 PROPOSALIn light of the foregoing, the proposed elections solely aim at filling

the vacant positions on the Company’s 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 Management’s compensation proposal, which was already submitted for approval at the Company’s 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 Company’s Board of Directors.

Rio de Janeiro, January 21, 2015

Documents

Extraordinary Shareholder's Meeting - Management Proposal