LIGHT S.A. Corporate Taxpayers ID (CNPJ/MF): 03.378.521/0001-75 Company Registry (NIRE): 3.330.026.

316-1 Publicly-held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING OF LIGHT S.A., HELD ON JULY 13, 2012, DRAWN UP IN SUMMARY FORMAT, IN ACCORDANCE WITH PARAGRAPH 1 OF ARTICLE 130 OF LAW 6404/15 OF DECEMBER 15, 1976, AS AMENDED (BRAZILIAN CORPORATE LAW). 1. Date, time and venue: July 13, 2012, at 1:30 p.m., at the headquarters of Light S.A., at Avenida Marechal Floriano, 168, parte, 2 andar, Corredor A, Centro, in the city and state of Rio de Janeiro (Company or Guarantor). 2. Attendance: The meeting was attended by the sitting Board members Djalma Bastos de Morais, Chairman, Humberto Eustquio Csar Mota, Raul Belens Jungmann Pinto, Jos Carlos Aleluia, Rutelly Marques da Silva, Guilherme Narciso de Lacerda, David Zylbersztajn, Carlos Alberto da Cruz, and the alternates, Carmen Lcia Claussen Kanter and Marcelo Pedreira Oliveira. The alternate members Csar Vaz de Melo Fernandes, Fernando Henrique Schffner Neto, Mrcio Lus Domingues da Silva, Almir Jos dos Santos and Wilson Borrajo Cid also attended the meeting but did not vote. The attorney Cludia de Moraes Santos was invited to act as secretary. The Companys Chief Executive Officer, Jerson Kelman, and the Executive Officers Joo Batista Zolini Carneiro, Paulo Roberto Ribeiro Pinto, Evandro Leite Vasconcelos, Andreia Ribeiro Junqueira e Souza, Jos Humberto Castro and Fernando Antnio Fagundes Reis also attended the meeting. 3. Agenda Unanimous Resolutions: 3.1. The Board of Directors, upon recommendation of the Finance Committee, approved and instructed the Board members appointed by the Company on the Board of Directors of Light Servios de Eletricidade S.A. (Light SESA or Issuer) to approve the eighth (8th) issue of simple, unsecured, non-convertible debentures of Light SESA, in a single series, totaling four hundred and seventy million reais (R$470,000,000.00), which will be the object of a private offering (Debentures, Issue and Offering, respectively). The Debentures will have the following characteristics and conditions: (i) Issue number. the Debentures represent Light SESAs eighth debenture issue; (ii) Total Issue Amount: the total amount of the Issue will be R$470,000,000.00 (four hundred seventy million reais) (Total Issue Amount); (iii) Issue Date: the issue date of the debentures will be determined in the period between the present date and September 30, 2012 ("Issue Date"); (iv) Number of Debentures: four hundred and seventy (470) Debentures will be issued; Number of Series: the Issue will be carried out in a single series;
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(v)

(vi) Nominal Unit Value: the Debentures will have a nominal unit value of one million reais (R$1,000,000.00) (Nominal Unit Value); (vii) 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. Mercados Organizados (CETIP), a statement will be issued by CETIP in the name of the debenture holder, proving the ownership of these Debentures; (viii) Convertibility: the Debentures will not be convertible into shares of Light SESA; (ix) Type: the Debentures will be of the unsecured type, pursuant to article 58, caput, of Brazilian Corporate Law and with personal guarantee, pursuant to item (xi) below (Guarantee); (x) Term and Maturity: the Debentures will mature on June 4, 2026; (xi) Guarantee: as established in item 3.2 below, a Suretyship will be given to the debenture holders represented by the trustee; (xii) Remuneration: (a) monetary restatement: the Nominal Unit Value of each Debenture will not be restated; and b) 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 one point one eight percent (1.18%) per year, based on two hundred and fifty two (252) working days (Surcharge and, jointly with the DI Rate, Remuneration), calculated exponentially and cumulatively proportionally to the number of working days elapsed, as from the Issue Date or the immediately prior Remuneration payment date, whichever is the case, to the actual payment date. The Remuneration will be paid every six months as of the Issue Date, with the first payment on December 4, 2012; (xiii) Subscription Term: the Debentures will be subscribed within thirty (30) working days as of the indenture signature date; (xiv) Means and Price of Payment: the Debentures will be paid in up to one (1) working day as of the presentation of proof of ownership of the Debentures by the debenture holders; (xv) Scheduled Renegotiation: there will not be scheduled renegotiation; (xvi) Payment of the Nominal Unit Value: without prejudice to the payments arising from the early redemption of Debentures and/or early maturity of the obligations arising from the Debentures in the terms established in the Indenture, the Nominal Unit Value of each Debenture will be annually amortized by Light SESA in twelve (12) consecutive installments on the dates and in the percentages detailed in the amortization schedule below:

Amortization Date June 4, 2015 June 4, 2016 June 4, 2017 June 4, 2018 June 4, 2019 June 4, 2020 June 4, 2021 June 4, 2022 June 4, 2023 June 4, 2024 June 4, 2025 June 4, 2026

Percentage of the Nominal Unit Value to be Amortized 8.33% 8.33% 8.34% 8.33% 8.33% 8.34% 8.33% 8.33% 8.34% 8.33% 8.33% 8.34%

(xvii) Optional Early Redemption: based on the proof of the allocation of funds as provided for by the indenture and item (xxxi) below (Allocation of Funds), the Debentures may be fully or partially redeemed at any moment at Light SESAs discretion, through the submission or publication of a notice to the debenture holders stating (i) the intended redemption date; (ii) the volume or number of Debentures that will be redeemed; and (iii) any other relevant information. The redemption value must not be lower than fifty million reais (R$50,000,000.00) and will be equivalent to the Nominal Unit Value or the Nominal Unit Value balance, plus Remuneration and Default Charges (as defined below), if applicable, due until the redemption date, and premium on the redemption value, as follows:
Early Redemption Period June 2014 through May 2016 June 2016 through May 2018 June 2018 through May 2020 June 2020 through May 2022 June 2022 through May 2024 June 2024 through the day prior to the Maturity Date Premium One point five percent (1.50%) One point two five percent (1.25%) One percent (1.00%) Zero point seven five percent (0.75%) Zero point five percent (0.50%) Zero point two five percent (0.25%)

(xviii) Location of Payment: the payments related to the Debentures and other amounts owed by Light SESA and the Guarantor pursuant to the Indenture will be made by (i) Light SESA, for the debentures electronically held in custody by CETIP, through CETIP, or (ii) Light SESA, for the Debentures that are not electronically held in custody by CETIP, and/or by the Guarantor, through the depositary institution of the Debentures; (xix) Default Charges: If there is any delay in the payment of any amount due by Light SESA and the Guarantor to the debenture holders pursuant to the indenture, in addition to the payment of Remuneration, calculated proportionally as from the Issue Date or the immediately prior Remuneration payment date, as applicable, to the actual payment date, (i) a default fine of two percent (2%); and (ii) interest on arrears of one percent (1%) will be incurred on any and all past due amounts regardless of any court or out-of-court notification, calculated proportionally as from the default date to the actual payment date (Default Charges);

(xx) Early Maturity: pursuant to the provisions below, 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 SESA and the Guarantor of the due balance of the Nominal Unit Value of the outstanding Debentures, plus Remuneration, calculated proportionally as from the Issue date or the immediately prior Remuneration payment date, as applicable, to the actual payment date, without prejudice, when applicable, of Default Charges, should one of the following early maturity hypotheses apply: I. default by the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies, in the payment of debt or pecuniary obligations whose individual or joint amount is equal to or higher than fifty million reais (R$50,000,000.00), or an amount equivalent to it in other currencies, not settled within two (2) working days as of the respective default; II. early maturity of any debt of the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies, whose individual or joint amount 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 (also as a guarantor) the Issuer, the Guarantor and/or any of their subsidiaries or associated companies, in the individual or joint amount equal to or higher than fifty million reais (R$50,000,000.00), or an equivalent amount in other currencies, except if, within ten (10) days as from the date the protest was filed, it is proven to the trustee that (i) the protest has been cancelled; or (ii) guarantees accepted by the competent authority have been provided; or (iii) if the Issuer and/or the Guarantor proves to a competent authority that the protest resulted from an error or third-party bad-faith; inclusion of the Issuer or the Guarantor in any credit protection records that is not removed or declared unlawful within fifteen (15) days, with the event that resulted in their inclusion in said credit protection records totaling an individual or joint amount higher than fifty million reais (R$50,000,000.00); failure by the Issuer or the Guarantor to comply with any nonpecuniary obligations set forth in the Indenture that are not settled within ten (10) working days as from the date of receiving the written notice of noncompliance sent by the trustee and/or individually or jointly by the debenture holders; one or more final arbitration sentences or unapeallable decisions involving the Issuer or the Guarantor that result or may result, individually or jointly, in an obligation to pay the respective company an individual or joint amount higher than fifty million reais (R$50,000,000.00) for which the respective company has not constituted a payment provision, as published in its latest income statements; the transfer or any form of assignment or commitment to assign to third parties, by the Issuer or the Guarantor, of the obligations assumed in the indenture, without the prior consent of debenture holders representing at least

III.

IV.

V.

VI.

VII.

seventy-five percent (75%) of the outstanding Debentures gathered at a debenture holders meeting specially called for this purpose; VIII. (a) the winding-up, dissolution or extinction of the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies, except if said winding-up, dissolution and/or extinction results from a corporate restructuring that does not constitute a default event; (b) adjudication of bankruptcy of the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies; (c) filing for voluntary bankruptcy by the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies; (d) filing for bankruptcy of the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies by third parties not defeated within the legal term; or (e) application for the judicial or extrajudicial reorganization of the Issuer, the Guarantor and/or any of their respective subsidiaries or associated companies, regardless of whether the application has been granted; the spin-off, merger, amalgamation or incorporation of shares involving the Issuer, the Guarantor and/or any of their respective subsidiaries, except: (a) if the transaction has been previously approved by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; or (b) if, 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, those debenture holders who so wish are assured redemption of the Debentures through the payment of the due balance of the Nominal Unit Value, plus Remuneration, calculated proportionally as from the Issue Date or immediately prior Remuneration payment date, as applicable, to the actual payment date; or (c) in case of the incorporation, by the Issuer, of any subsidiary or the shares of any subsidiary; or (d) in case of any transaction involving solely subsidiaries of the Issuer and/or the Guarantor; or (e) in case of any transaction involving the Guarantor and/or its subsidiaries, after said transaction is announced or carried out, if the risk ratings attributed to the Debentures and/or the Issuer on the Issue Date by the risk rating agency have not been downgraded; change and/or transfer of the direct or indirect shareholding control of the Issuer 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 the Issuer by the risk rating agency is not downgraded by said risk rating agency and if approved by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; sale by the Issuer 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
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IX.

X.

XI.

currencies, except if previously authorized by debenture holders representing at least seventy-five percent (75%) of the outstanding Debentures; XII. XIII. transformation of the Issuer into a limited liability company, pursuant to Articles 220 and 222 of Brazilian Corporation Law; reduction of the capital stock of the Issuer 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 Issuers Bylaws not declared until the execution of the indenture, except for the payment of minimum mandatory dividends established in Article 202 of Brazilian Corporation Law, if the Issuer is in default with any of the pecuniary obligations related to the Debentures; default, by the Issuer and/or the Guarantor, in regard to any pecuniary obligation established in the indenture; failure by the Issuer to use the net funds obtained from the Issue strictly pursuant to item (xxi) below (Allocation of Funds); change to the Issuer and/or the Guarantors corporate purpose, so that: (i) the Issuer no longer operates in the distribution and sale of electricity; or (ii) the Guarantors main corporate purpose is no longer holding interests in companies operating in the generation, distribution and/or sale of electricity; constitution of any Liens (defined as judicial or extrajudicial, voluntary or involuntary, mortgage, pledge, secured fiduciary sales, fiduciary assignment, usufruct, fideicommissum, sale commitment, call 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 the Issuer and/or the Guarantor (except if for the provision of guarantees in judicial or administrative proceedings or to ensure compliance with the electricity purchase agreement entered into by the Issuer, as well as the provision of guarantees in financing contracts with the Brazilian Development Bank - BNDES), considering as relevant assets those whose individual or joint amount 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; act of any governmental authority for the purpose of sequestering, expropriating, nationalizing, or in any way compulsorily acquiring all or a substantial part of the assets of the Issuer and/or the Guarantor; proof that any of the statements provided by the Issuer and/or by the Guarantor in the indenture is false, inconsistent or incorrect in any relevant aspect; invalidity, nullity or unenforceability of the indenture;

XIV.

XV. XVI. XVII.

XVIII.

XIX.

XX.

XXI.

XXII.

failure by the Issuer to maintain insurance for its relevant operational assets, in accordance with best market practices, which is not solved within 10 (ten) days as of the date it occurred; execution by the Issuer and/or the Guarantor of operations not provided for in their corporate purpose or in non-compliance with their articles of incorporation or Bylaws, pursuant to the prevailing statutory, legal and regulatory provisions; execution, by the Issuer and/or the Guarantor, of any act in noncompliance with the indenture and/or any other document related to the Issue, especially those that may directly or indirectly jeopardize the timely and full compliance by the Issuer and/or the Guarantor of any of their obligations provided for in these documents; non-compliance by the Guarantor with any of the financial ratios below, to be calculated by the Issuer and checked by the trustee within 5 (five) working days as of the date the trustee receives the necessary information, based on the Guarantors consolidated financial statements for each quarter of the calendar year as of and including the consolidated financial statements for September 30, 2012: (a) The 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 (b) 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);

XXIII.

XXIV.

XXV.

XXVI. XXVII. XXVIII.

the Issuer no longer has its financial statements audited by an independent auditor registered with the CVM; the loss, forfeiture, final annulment, nationalization or extinction of the utility concession held by the Issuer; intervention in the Issuer by the granting authority of the concession granted to the Issuer to explore activities related to the distribution of energy due to facts related to its economic capacity; or downgrading of the Issues rating to below BBB-.

XXIX.

If there is a change in the Issuers fifth (5th) and seventh (7th) debenture issues, establishing that: early redemption will occur if the Guarantor fails to comply with the financial ratios described therein (which should be those described in the Issue) for two (2) consecutive quarters or four (4) non-consecutive quarters; and (b) if there is a change in the definition of EBITDA including a reference to a mechanism for offsetting the variations in non-management cost items (Parcel A) between the annual tariff adjustments of the energy distribution companies (CVA), said definitions will become effective for the Issue as if they were transcribed therein.

If the Guarantor undertakes, in any other transaction or by any other means, to comply with stricter financial ratios than those in the indenture, said financial ratios will be applied to the Debentures as if they were transcribed in the indenture.

(xxi) Allocation of Funds: the net funds obtained by Light SESA from the Issue will be fully used to finance the projects described in Light SESAs business plan, to be attached to the indenture. All the net funds raised by the Issue must be invested by Light SESA within a maximum of twenty-four (24) months as from the Issue Date. The indenture will address the other characteristics of the allocation of funds and the way the trustee will prove the allocation of funds pursuant to said business plan. 3.2. To authorize the Company to be, jointly and severally with Light SESA, under irrevocable conditions, before the debenture holders, the guarantor and principal payer, and jointly and severally (with Light SESA), liable for all obligations of Light SESA, 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 10406 of January 10, 2002, as amended (Civil Code), and articles 77 and 595 of Law 5869 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 Default Charges, due by Light SESA 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 trustee and/or the debenture holders arising from court or out-ofcourt procedures and/or other 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 Officers, pursuant to the legal provisions, to resolve on and take any and all measures needed to execute the Suretyship, the Issue and the Offering, including, but not limited to, the execution of the indenture and any other documents related to the Debentures and eventual advances on any of these documents, and instructed the Board members on Light SESAs Board of Directors appointed by the Company to authorize Light SESAs Executive Officers, pursuant to the legal provisions, to resolve on and take any and all measures needed to execute the Issue and the Offering, including, but not limited to, (i) determining the Issue Date; (ii) executing the indenture of the Debentures and any other documents related to the Debentures and eventual amendments to any of these documents; and (iii) hiring, whenever necessary, service providers related to the Debentures, including the trustee, the depository institution, the mandated bank and CETIPs applicable system. 4. Closure: There being no further issues to address, these minutes were drawn up and signed by the secretary and all attending Board members.

Djalma Bastos de Morais Chairman Board Members:

Cludia de Moraes Santos Secretary

Djalma Bastos de Morais

Humberto Eustquio Csar Mota

Raul Belens Jungmann Pinto

Jos Carlos Aleluia

Rutelly Marques da Silva

Guilherme Narciso de Lacerda

David Zylbersztajn Carlos Alberto da Cruz

Carmen Lcia Claussen Kanter

Marcelo Pedreira Oliveira

Csar Vaz de Melo Fernandes

Fernando Henrique Schffner Neto

Mrcio Lus Domingues da Silva

Almir Jos dos Santos

Wilson Borrajo Cid

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