LIGHT S.A. CORPORATE TAXPAYERS ID (CNPJ/MF) 03.378.521/0001-75 COMPANY REGISTRY (NIRE): 3.330.026.

316-1 PUBLICLY-HELD COMPANY EXCERPT FROM THE MINUTES OF THE BOARD OF DIRECTORS MEETING OF LIGHT S.A. HELD ON MARCH 25, 2011, DRAWN UP IN SUMMARY FORM, IN ACCORDANCE WITH PARAGRAPH 1 OF ARTICLE 130 OF LAW 6,404/15, OF DECEMBER 15, 1976, AS AMENDED (BRAZILIAN CORPORATE LAW). 1. Date, time and venue: March 25, 2011, at 2:40 p.m., at the headquarters of Light S.A., located at Avenida Marechal Floriano, 168, Centro, in the city and state of Rio de Janeiro (Company or Guarantor). 2. Attendance: The following sitting Board members attended the meeting: Aldo Floris, Ana Marta Horta Veloso, Carlos Roberto Teixeira Junger, Carlos Alberto da Cruz, Djalma Bastos de Morais, Firmino Ferreira Sampaio Neto, Joo Mrcio Lignani Siqueira, Luiz Carlos Costeira Urquiza and the deputy Board members Almir Jos dos Santos, Joaquim Dias de Castro and Carmen Lcia Clausen Kanter. The meeting was also attended by the deputy Board members Lauro Alberto De Luca, Joo Procpio Campos Loures Vale, Ricardo Simonsen and Carlos Piani, who did not vote. Attorney Cludia de Moraes Santos was invited to serve as secretary. The Company's Chief Executive Officer, Jerson Kelman, and Investor Relations Officer, Joo Batista Zolini, also attended the meeting. 3. Agenda Unanimous Resolutions: 3.1. Issue of Debentures by Light Energia S.A. The Board of Directors approved and recommended a favorable vote from the Companys representatives in the Extraordinary Shareholders Meeting of Light Energia S.A. ("Light Energia"), for the issue of simple, non-convertible and unsecured debentures by Light Energia, in a single series, totaling up to one hundred and seventy million reais (R$170,000,000.00), which will be object of a public distribution offering with restricted placement efforts, under the terms of the Instruction 456 of the Brazilian Securities and Exchange Commission (CVM), of January 16, 2009 (CVM Instruction 476), under a firm commitment basis (Debentures, Issue and Offering, respectively). The debentures will have the following characteristics and conditions: (i) (ii) (iii) (iv) (v) Issue number. The debentures represent the first issue of debentures of Light Energia. Total Issue Amount: the total amount of the Issue will be R$170,000,000.00 (one hundred seventy million reais) (Total Issue Amount); Issue Date: for all legal effects, the issue date of the Debentures shall be April 10, 2011 (Issue Date); Number of Debentures: up to 17,000 (seventeen thousand) debentures will be issued; Number of Series: the Issue shall be carried out in a single tranche;

(vi) (vii)

Nominal Amount: the Debentures shall have a nominal unit value of ten thousand reais (R$10,000.00) (Unit Par Value). Form and Proof of Ownership: the debentures will be issued in registered book-entry form, without the issue of certificates and, for all purposes, the ownership of debentures will be proven by the deposit statement issued by the depositary institution of the Debentures, and regarding the Debentures that are electronically held in custody at CETIP S.A. Balco Organizado de Ativos e Derivativos (CETIP), a statement will be issued by CETIP in the name of the debenture holder, proving the ownership of these debentures; Convertibility: the debentures will not be convertible into shares of Light Energia; Type: the debentures will be of the unsecured type, pursuant to article 58, caput, of Brazilian Corporate Law and, in addition, with personal guarantee, pursuant to item (xi) below; Term and Maturity: the Debentures will have a term of five (5) years as of the Issue Date, maturing on April 10, 2016 (Maturity Date); Guarantee: as established in item 3.2 below, a suretyship will be given to debenture holders represented by the trustee; Remuneration: (a) monetary restatement: the Nominal Unit Value of each one of the Debentures will not be updated; and (b) remuneratory interest : remuneratory interest will be incurred on the due balance of the Nominal Unit Value of each Debenture corresponding to one hundred percent (100%) of the accumulated variation in the daily average one-day Interbank Deposit rate DI (over extra-grupo), expressed as an annual percentage, based on two hundred and fifty two (252) working days, calculated and disclosed on a daily basis by CETIP in the daily bulletin on its website (http://www.cetip.com.br) (DI Rate), exponentially incremented by a surcharge equivalent to a certain percentage per year, to be defined in accordance with the Bookbuilding process and, in any event, limited to one point four five percent (1.45%) per year, based on two hundred and fifty two (252) working days (Surcharge, and jointly with the DI rate Remuneration), calculated exponentially and cumulatively pro rata temporis per working day, since the Issue Date or the immediately prior date of payment of the First Series Remuneration, whichever is the case, until the effective date of payment. Without prejudice to the payments arising from the early redemption of Debentures and/or anticipated maturity of obligations arising from the Debentures in the terms established in the Indenture, the Remuneration will be paid on a six-monthly basis as of the Issue date, with the first payment on October 10, 2011 and the last one on the Maturity Date; Subscription Term. The Debentures shall be subscribed to at any time on a single date, in accordance with article 8, paragraph 2, of CVM Instruction 476. Subscription Term. The Debentures will be subscribed by means of the Distribution System of Securities (SDT), managed and operated by CETIP by a maximum of 20 (twenty) Qualified Investors (as established in item xix below), pursuant to article 3, items I and II of CVM Instruction 476. Means and Price of Payment: the Debentures will be paid-in cash, on a single date, on the subscription date (Paying in Date), and in national currency through the CETIP procedures, and the Debentures will be paid-in at the Nominal Unit Value, plus the Remuneration, calculated pro rata temporis from the Issue Date until the Payment Date using, in the calculation of the Remuneration, two (2) decimal places;

(viii) (ix)

(x) (xi) (xii)

(xiii) (xiv)

(xv)

(xvi)

Scheduled Renegotiation: there will not be scheduled renegotiation;

(xvii) Payment of the Nominal Unit Value: Without prejudice to the payments arising from the early redemption of Debentures and/or anticipated maturity of obligations arising from the Debentures in the terms established in the Indenture, the Nominal Value of each Debenture will be paid on 2 (two) annual and successive installments, with (a) the first installment corresponding to 50% (fifty percent) of the Nominal Value of each Debenture due on April 10, 2015; and (b) the second installment corresponding to the due balance of the Nominal Value of each Debenture due on the maturity date. (xviii) Optional Early Redemption. Light Energia may, at its own discretion, at any time, offer the early redemption of the Debentures, with the consequent cancellation of said debentures, to all debenture holders, without distinction, guaranteeing equal conditions to all debenture holders that accept the redemption of the debentures they hold, in accordance with the terms and conditions established below (Early Redemption Offer): I. Light Energia will perform the Early Redemption Offer through communication to the trustee and, on the same date, through publication of an announcement in the terms of the Indenture (Notice of Early Redemption Offer), which shall describe the Early Redemption Offer's terms and conditions, including: (a) whether the redemption will be total or partial and, if partial, under the terms of article 55, paragraph 1, of Brazilian Corporate Law; (b) the redemption premium amount, if applicable, which may not be negative; (c) if the Early Redemption Offer is conditioned to its acceptance by a minimum number of Debentures; (d) the effective date for the redemption and Payment of the debentures to be redeemed; (e) the form of manifestation of the debenture holders who opt for the Early Redemption Offer, pursuant to item II below: and (f) other information necessary for debenture holders to decide on and carry out the redemption of Debentures; after the publication of the Notice of Early Redemption Offer, the debenture holders who opt to adhere to the Early Redemption Offer will have ten (10) working days to manifest said wish to the trustees. After this period, Light Energia will have three (3) working days to settle the Early Redemption Offer, which will occur on the same date for all the Debentures indicated by their respective holders as adhering to the Early Redemption Offer. Only Light Energia may redeem the number of Debentures indicated by their respective holders in the adhesion to the Early Redemption Offer; Light Energia shall (a) on the respective date of end of term for adhesion to the Early Redemption Offer, confirm to the trustee the respective date of early redemption; and (b) inform the depositary institution of Debentures, depositary bank and CETIP on the Early Redemption Offer with at least two (2) working days ad from the date of early redemption; and the amount to be paid to each of the Debentures indicated by their respective holders as adhering to the Early Redemption Offer will be equivalent to, at least, the outstanding Nominal Unit Value of the Debentures object of this redemption, plus Remuneration, calculated pro rate temporis since the Issue Date or date of payment of the previous Remuneration, whichever the case, until the actual date of payment plus, if applicable, the redemption premium which, at the sole discretion of Light Energia, is offered in the scope of the Early Redemption Offer.
3

II.

III.

IV.

For the debentures held in electronic custody by CETIP, the partial early redemption shall occur through a "final purchase transaction in the secondary market" and all the stages of this process, such as authorization of the debenture holders, qualification, drawing, determination, definition of the apportionment and validation of the number of Debentures to be redeem shall be carried out of the scope of CETIP. If CETIP implements another functionality to carry out early redemption, there will be no need to amend the Debenture Indenture or any other formality. (xix) Distribution Plan: the debentures will be object of distribution with restricted placement efforts, under firm guarantee, intermediated by financial institutions in the system of distribution of securities (Coordinators) and will follow the procedure described in CVM Instruction 476. Accordingly, the Offer Coordinators may access a maximum of fifty (50) investors, solely qualified investors, as defined in article 4 of CVM Instruction 476 (Qualified Investors); Placement and Trading: the Debentures are registered for (i) distribution in the primary market by means of the Distribution System of Securities (SDT), managed and operated by CETIP, and (ii) trading in the secondary market and electronic custody by means of the National Debenture System (SND), managed and operated by CETIP. The Debentures are settled and electronically held in custody by CETIP. The Debentures may only be traded between Qualified Investors after ninety (90) days as of the respective subscription or acquisition, pursuant to articles 13 and 15 of CVM Instruction 476. Location of Payment: the payments related to the Debentures and other amounts owed by Light Energia and the Guarantor pursuant to the Debenture Indenture will be made by (i) Light Energia, and, for the debentures electronically held in custody by CETIP, through CETIP, or (ii) Light Energia, for the Debentures that are not electronically held in custody by CETIP, and/or by the Guarantor, through the depositary institution of the Debentures;

(xx)

(xxi)

(xxii) Early Maturity: The trustee of the Issue shall declare the early maturity of all the obligations in the Debenture Indenture and demand the immediate payment by Light Energia and the Guarantors of the outstanding balance of the Nominal Unit Value of the outstanding Debentures, plus Remuneration, calculated pro rata temporis since the Issue date or previous Remuneration payment date, as applicable, until the date of the actual payment, without prejudice, when it is the case, of interest on arrears, in case one of the following early maturity hypothesis takes place: I. default by Light Energia, the guarantor and/or any of its respective subsidiaries or associated companies, in the payment of debt or pecuniary obligations whose individual or joint amount is equal or higher than fifty million reais (R$50,000,000.00), or an amount equivalent to it in other currency, not resolved within two (2) working days as of the respective default. Early maturity of any debt of Light Energia, the Guarantor and/or any of the respective subsidiaries or associated companies, whose amount, individual or joint is equal to or higher than fifty million reais (R$50,000,000.00) or an equivalent amount in other currencies; protest of bills against the Light Energia, the Guarantor, and/or any of its subsidiaries or associated companies, involving individual or joint amounts totaling more than fifty million reais (R$50,000,000.00), or an equivalent amount in other currencies, except if, within ten (10
4

II.

III.

days from the date the protest was filed, it is proven to the trustee that (i) the protest was cancelled; or (ii) guarantees accepted by the competent authority are provided; or (iii) it is proven by Light Energia and/or the guarantor to a competent authority that the protest resulted from error or third-party bad-faith; IV. (a) liquidation, dissolution or extinction of Light Energia, the Guarantor and/or any of the respective subsidiaries or associated companies, except if the liquidation, dissolution and/or extinction results from a corporate restructuring that does not constitute a Default Event; (b) adjudication of bankruptcy by Light Energia, Guarantor and/or any of the respective subsidiaries or associated companies; (c) filing for voluntary bankruptcy by Light Energia, Guarantor and/or any of the respective subsidiaries or associated companies; (d) application for bankruptcy of Light Energia, Guarantor and/or any of the respective subsidiaries or associated companies not defeated in the legal term or (e) application for judicial or extrajudicial reorganization of Light Energia, the guarantor and/or any of its respective any of the respective subsidiaries or associated companies, regardless of whether the application has been granted; spin-off, merger, amalgamation or incorporation of shares involving Light Energia, the Guarantor and/or any of the respective subsidiaries, except: a) if the operation is previously approved by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; or if it is guaranteed to the debenture holders who wish so, during the minimum term of six (6) months as of the date of publication of the minutes of the corporate acts related to the transaction, the redemption of Debentures through the payment of the debt balance of the Nominal Unit Value, plus remuneration, calculated pro rata temporis, from the Issue Date or date of payment of the immediately prior Remuneration, as applicable, to the date of the actual payment; or in case of incorporation by Light Energia of any subsidiary or shares of any subsidiary; or in case of any transaction involving solely subsidiaries of Light Energia and/or the Guarantor; or in case of any transaction involving the Guarantor and/or its subsidiaries in which, after this transaction is announced or carried out, the risk ratings attributed on the Issue Date to the Debentures and/or Light Energia by the risk rating agency are downgraded;

V.

b)

c) d) e)

VI.

change and/or transfer of the direct or indirect shareholding control of Light Energia and/or the Guarantor, pursuant to article 116 of Brazilian Corporate Law, except when, after said change and/or transfer of shareholding control is announced, the risk rating attributed on the Issue Date to the Debentures and/or to Light Energia by the risk rating agency is not downgraded by said risk rating agency.

VII.

Light Energia does not receive registration as a publicly-traded company by the Securities and Exchange Commission of Brazil (CVM) within up to 2 (two) years as of the Date of Issue; sale by Light Energia of permanent assets that represent, in a period of twelve (12) months, individually or jointly, an amount equal to or higher than fifty million reais (R$50,000,000.00) or an equivalent amount in other currencies, except if previously authorized by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; end, for any reason, of the concession granted to Light Energia to explore activities related to energy generation and transmission; intervention of the granting authority of the concession granted to Light Energia to explore activities related to the generation and transmission of energy resulting from facts related to its economic capacity; transformation of LightEnergia into a limited company, pursuant to Article 220 to 222 of Brazilian Corporate Law; reduction of the capital stock of Light Energia that is not carried out to absorb accumulated losses, except if previously approved by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; payment of dividends, interest on equity or any other profit sharing established in the Bylaws of Light Energia which were not declared until the execution of the Indenture, except for the payment of minimum mandatory dividend established in Article 202 of Brazilian Corporate Law, if Light Energia is in default with any of the monetary liabilities related to the Debentures; default, by Light Energia and/or the Guarantor, of any pecuniary obligation established in the Debenture Indenture. failure by Light Energia and/or the Guarantor to comply with any nonpecuniary obligation set forth in the Indenture, and which is not settled within ten (10) consecutive days from the date of receiving the written notice of non-compliance sent by the trustee and/or individually or jointly by the debenture holders; failure by Light Energia to use the net proceeds obtained with the Issue strictly in the terms of the Indenture; default, by Light Energia and/or the Guarantor, of any judicial decision and/or any arbitration decision not subject to appeal involving an individual or joint amount higher than fifty million reais (R$50,000,000.00), or an equivalent amount in other currencies, against Light Energia and/or the Guarantor; change to the Light Energia and/or the Guarantors corporate purpose, so that (a) Light Energia no longer operates in the generation of electric energy; or (b) the Guarantors main corporate purpose is no longer holding interest in companies operating in the generation, distribution and/or sale of electric energy; constitution of any Liens (defined as judicial or extrajudicial, voluntary or involuntary, mortgage, pledge, secured fiduciary sales, fiduciary assignment, usufruct, fideicommissum, sale commitment, purchase
6

VIII.

IX. X.

XI. XII.

XIII.

XIV. XV.

XVI. XVII.

XVIII.

XIX.

option, preemptive right, burden, lien or encumbrance or any other act that has a practical effect similar to any of the above expressions) on relevant assets of Light Energia and/or Guarantor (except if for the provision of guarantees in judicial or administrative proceedings or to ensure compliance with the electric energy purchase agreement entered into by Light Energia), considering as relevant assets those whose amount, individual or joint, is equal to or higher than twenty million reais (R$20,000,000.00), or an equivalent amount in other currencies, except if previously authorized by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; XX. transfer, by Light Energia and/or the Guarantor, of any obligation related to the Debentures, except if previously approved by debenture holders representing at least seventy-five (75%) of the outstanding Debentures; act of any governmental authority with the purpose of sequestering, expropriating, nationalizing, or in any way acquire, compulsorily all or a substantial part of the assets of Light Energia and/or Guarantor; confirmation that any statements by Light Energia and/or the Guarantor in the Indenture is false, inconsistent or incorrect under any relevant aspect; invalidity, nullity or unenforceability of the Indenture; non-maintenance by Light Energia of insurance for its relevant operational assets, in accordance with the best market practices, which is not solved within 10 (ten) days as of the date it occurred; execution by Light Energia and/or the Guarantor of operations not provided for in their corporate purpose or dissenting from their articles of incorporation or articles of organization, pursuant to the applicable statutory, legal and regulatory provisions; any acts by Light Energia and/or the Guarantor dissenting from the Indenture, the Debentures public offering agreement to be signed with the Coordinators or any other instruments related to the Issue and/or Offering, in special those that can directly or indirectly affect the one-off and full compliance of Light Energia and/or the Guarantor with any of their obligations provided for in those documents; the non-compliance by the Guarantor with any of the financial ratios below (jointly Financial Ratios), to be calculated by Light Energia, under the terms of the Indenture and checked by the trustee within 5 (five) working days as of the date the trustee receives the information referred to in the Indenture, based on the Guarantors Consolidated Financial Statements (as defined in the Indenture) for each quarter of the calendar year as of and including the Consolidated Financial Statements for March 31, 2011: a) The Guarators Total Net Debt (as established in the terms of the Indenture) to EBITDA (as established in the terms of the Indenture) financial ratio, which must be equal to or lower than 3.0 (three point zero); and the EBITDA to Adjusted and Consolidated Gross Interest Expenses (as established in the terms of the Indenture) financial ratio, which must be equal to or higher than 2.5 (two point five).
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XXI.

XXII.

XXIII. XXIV.

XXV.

XXVI.

XXVII.

b)

In accordance with item XVI above: I. Gross Interest Adjusted and Consolidated Expense comprises, based on the Consolidated Financial Statements of the Guarantor related to the 4 (four) quarters of the immediately prior year, the total interests incurring on the debt to be settled in the period, including commissions, discounts, fees and expenses from letters of credit and acceptance of financing as they constitute Debt, including interest expenses related to pension funds and/or plans. Debt means the sum of all consolidated financial debts of the Guarantor owed to individuals and/or companies, including loans and financing contracted from third parties and issue of fixed income securities, convertible or non-convertible into shares, in the local and/or international capital markets, as well as securitization of credit rights/receivables of the Guarantor and the difference for operations with derivatives, including debts related to related to pension funds and/or plans; EBITDA means, based on the Consolidated Financial Statements of the Guarantor related to the 4 (four) quarters of the immediately prior calendar year, the Net Income (a) plus, provided it is deducted in the calculation of said Net Income, without any duplicity, the sum of (i) tax expense on Net Income; (ii) Adjusted and Consolidated Gross Interest Expenses, (iii) amortization and depreciation expense, (iv) extraordinary and non-recurring losses, and (b) other operating items that do not constitute cash outflow and that reduce Net Income, less, provided it is included in the Net Income calculation, with no duplicity, (i) financial revenues, (ii) any extraordinary and non-recurring gains, and (iii) other operating revenues that increase Net Income and which do not constitute cash inflow; Net Income means, based on the Consolidated Financial Statements of the Guarantor related to the 4 (four) quarters of the immediately prior calendar year, net income (loss), excluding (a) net income (loss) of any entity existing prior to the date when it became a subsidiary of the Guarantor or was merged or consolidated by the Guarantor or its subsidiaries;(b) gains or losses from the sale of assets of the Guarantor or its subsidiaries;(c) the accrued effect from changes in accounting practices;(d) any losses resulting from exchange rate fluctuations;(e) any gains or losses realized after the end of any employee pension plan;(f) net income of discontinued operations; and (g) the fiscal effects of any items detailed in items (a) through (f) above; Cash and Cash Equivalents include cash balances, bank demand deposits and cash investments maturing in up to 3 (three) months with no significant change in value. They are classified as financial assets at fair value and are booked at their original value plus earnings recorded until the closing dates of the financial statements calculated pro rata temporis, which correspond to their market values; Securities include financial investments maturing in more than 3 months and/or with restricted redemption, and are not characterized as cash by the Guarantor, with the financial investments calculated at fair value through income; and Net Debt means Debt less Cash and Cash Equivalents and Securities.
8

II.

III.

IV.

V.

VI.

VII.

(xxiii) Allocation of Funds: the net proceeds from Light Energias Issue will be fully used (i) to finance Light Energias investment program; and (ii) as working capital. 3.2. To authorize the Company to be jointly and severally with Light Energia, under irrevocable conditions, before the debenture holders, the guarantor and principal payor, and jointly and severally with Light Energia, liable for all obligations of Light Energia, pursuant to the terms of the Debentures and the Indenture, clearly renouncing the benefits of order, rights and dismissal of any type provided for in articles 333, sole paragraph, 366, 821, 827, 830, 834, 835, 837, 838 and 839 of Law 10,406, of January 10, 2002, as amended (Civil Code), and articles 77 and 595 of Law 5,869, of January 11, 1973, as amended (Civil Procedure Code), by means of the full payment of all and any amounts, either principal or accessory, including interest on arrears, due by Light Energia and the Guarantor under the terms of the Debentures and the Indenture, as well as any and all proven costs and expenses incurred by the fiduciary agent and/or debenture holders arising from procedures and/or other court-supervised or out-ofcourt measures necessary to protect their rights and prerogatives arising from the Debentures and/or the Indenture (Suretyship); 3.3. The Board of Directors authorized the Companys Executive Board, in accordance with all legal provisions, to practice all acts necessary to execute the Issue and the Offering, including, but not limited to, the signing of the Indenture, the Debentures public offering agreement and any instruments related to the Debentures and any amendments thereto, including the amendment of the Indenture to reflect the result of the Bookbuilding process. 3.4. The Board of Directors approved and recommended a favorable vote from the Companys representatives attending the Extraordinary Shareholders Meeting of Light Energia on all acts necessary for the initial public offering of Light Energia within the term of 2 (two) years as of the Date of Issue. 4. Closure: There being no further business to discuss, these minutes were drawn up and subsequently signed by me, the secretary and all attending shareholders. Rio de Janeiro, March 25, 2011. This is a free English Translation of the original document drawn up in the Companys headquarters. (sgd.) Srgio Alair Barroso, Chairman of the meeting, Aldo Floris, Ana Marta Horta Veloso, Carlos Roberto Teixeira Junger, Carlos Alberto da Cruz, Djalma Bastos de Morais, Firmino Ferreira Sampaio Neto, Joo Mrcio Lignani Siqueira, Luiz Carlos Costeira Urquiza, Almir Jos dos Santos, Joaquim Dias de Castro, Carmen Lcia Clausen Kanter, Lauro Alberto De Luca, Joo Procpio Campos Loures Vale, Ricardo Simonsen and Carlos Piani. Cludia de Moraes Santos, secretary.