LIGHT S.A. CORPORATE TAXPAYERS ID (CNPJ/MF): 03.378.521/0001-75 COMPANY REGISTRY (NIRE): 33.3.0026316-1 PUBLICLY-HELD COMPANY CERTIFICATE OF THE MINUTES OF THE EXTRAORDINARY MEETING OF THE BOARD OF DIRECTORS OF LIGHT S.A. ( Company ) HELD ON NOVEMBER 14, 2017, DRAWN UP IN SUMMARY FORM. 1. Date, time, and place: November 14, 2017, at 9:30 a.m., by conference call. 2. Attendance: Sitting Board members Nelson José Hubner Moreira (Chairman), Mauro Borges Lemos, Marcello Lignani Siqueira, Marco Antônio de Rezende Teixeira, Sérgio Gomes Malta, Luís Fernando Paroli Santos, Edson Rogério da Costa, André Juaçaba de Almeida, Ricardo Reisen de Pinho, Carlos Alberto da Cruz and Silvio Artur Meira Starling. Alternate members Patrícia Gracindo Marques de Assis Bentes, Aline Bracks Ferreira, Andréa Belo Lisboa Dias, Rogério Sobreira Bezerra, Leonardo Tadeu Dallariva Rocha, Julio Cezar Alves de Oliveira, Yuri Fonseca Choucair Ramos, Marcio Guedes Pereira Junior, Pedro Cláudio Coutinho Leitão and Magno dos Santos Filho attended the meeting but did not vote. Paula Regina Novello Cury (Counsel) also attended the meeting but did not vote. 3. Board: Nelson José Hubner Moreira chaired the meeting and invited Paula Regina Novello Cury to act as secretary. 4. Agenda: to review, discuss and vote: (i) the affirmative voting instruction, pursuant to Article 11, Item XXIV of the Bylaws of the Company, to be given to the representatives of the Company at the Meeting of the Board of Directors of Light Energia S.A., a publicly-held company registered with the CVM under category B, headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano, nº 168, Parte, Segundo Andar, Corredor B, Centro, CEP 20080-002, enrolled with the Corporate Taxpayers Registry (CNPJ/MF) under No. 01.917.818/0001-36, that passes a resolution on the 6 th issuance of simple, nonconvertible, unsecured debentures, in a single series, with an additional personal guarantee, for public distribution with restricted efforts, of up to one hundred thousand (100,000) debentures ( Debentures ) of Light Energia, in the amount of up to one hundred million Reais (R$100,000,000.00), on the Issuance Date (as defined below), ( Issuer and Issuance, respectively). The Debentures will be distributed under the firm commitment regime, in the amount of eighty million Reais 1
(R$80,000,000.00), and under the best efforts regime, in the amount of twenty million Reais (R$20,000,000.00), pursuant to Law No. 6.385, dated December 7, 1976, as amended, the Instruction of the Brazilian Securities Commission (Comissão de Valores Mobiliários) ( CVM ) No. 476, dated January 16, 2009, as amended ( CVM Instruction 476 ), and other applicable rules ( Restricted Offer ), pursuant to the Private Indenture of the 6 th Issuance of Simple Non-Convertible Unsecured Debentures of Light Energia S.A., in a Single Series, with an Additional Personal Guarantee, for Public Distribution with Restricted Distribution Efforts ( Instrumento Particular de Escritura da 6ª Emissão de Debêntures Simples, Não Conversíveis em Ações, em Série Única, da Espécie Quirografária, com Garantia Fidejussória Adicional, para Distribuição Pública com Esforços Restritos de Distribuição, da Light Energia S.A. ), to be entered into between the Issuer, the trustee, as representative of all debenture holders ( Trustee ), and the Company ( Indenture ); (ii) the personal guarantee to be provided by the Company, in favor of the holders of Debentures ( Debenture Holders ), represented by the Trustee, to ensure the faithful, timely and full performance of the principal and ancillary obligations to be assumed by the Issuer under the Indenture, pursuant to the terms and conditions to be set forth in the Indenture ( Guarantee ); (iii) the authorization to be given to the Board of Executive Officers of the Company to take all measures required to provide the Guarantee and give effect to the resolutions hereof, including the execution of any and all agreements and/or instruments and amendments thereto and amendments to the Indenture for purposes of cancellation of the Debentures in the event the Debentures are not placed under the Restricted Offer, as applicable; and (iv) the ratification of all acts already practiced by the Board of Executive Officers of the Company under the Issuance and the Restricted Offer. 5. Resolutions: the Board of Directors of the Company unanimously approved, without any restrictions: (i) the participation of the Company in the Issuance and in the Restricted Offer, as guarantor, pursuant to the following terms and conditions set forth in the Indenture: (a) Number of the Issuance: the Issuance is the sixth (6 th ) issuance of Debentures for public distribution of the Issuer; (b) Aggregate Amount of the Issuance: the aggregate amount of the Issuance totals one hundred million Reais (R$100,000,000.00), on the Issuance Date, subject to a Partial Distribution (as defined below); (c) Number of Series: the Issuance will be made in a single series; 2
(d) Number of Debentures: one hundred thousand (100,000) simple, nonconvertible, unsecured debentures, in a single series, with an additional personal guarantee, subject to a Partial Distribution; (e) Settlement and Bookkeeping Bank: the institution that will provide settlement and bookkeeping services in connection with the Debentures will be Banco Bradesco S.A., a financial institution headquartered in the city of Osasco, State of São Paulo, at Cidade de Deus, s/nº, CEP 06029-900, Bairro Vila Yara, enrolled with the Corporate Taxpayers Registry (CNPJ/MF) under No. 60.746.948/0001-12 ( Settlement Bank or Bookkeeper ); (f) Placement and Distribution Procedure: the Restricted Offer will be conducted pursuant to CVM Instruction 476, under a firm commitment regime, in the amount of eighty million Reais (R$80,000,000.00), and under a best efforts regime, in the amount of twenty million Reais (R$20,000,000.00), with the intermediation of Banco BBM S.A., a financial institution that will act as lead manager of the Issuance ( Lead Manager ). The plan of distribution will follow the procedure set forth in CVM Instruction 476, pursuant to the Management, Placement and Public Distribution Agreement, with Restricted Efforts, under the Firm Commitment and Best Efforts Regimes, of Simple, Non-convertible, Unsecured Debentures, in a Single Series, with an Additional Personal Guarantee, under the 6 th Issuance of Debentures of Light Energia S.A. ( Contrato de Coordenação, Colocação e Distribuição Pública com Esforços Restritos de Distribuição, sob o Regime de Garantia Firme e Melhores Esforços de Colocação, de Debentures Simples, Não Conversíveis em Ações, da Espécie Quirografária, com Garantia Fidejussória Adicional, em Série Única, da 6ª Emissão da Light Energia S.A. ), to be entered into between the Issuer, the Lead Manager and the Company ( Distribution Agreement ). The Debentures may be partially distributed, provided that at least eighty thousand (80,000) Debentures are placed, in the minimum total amount of eighty million Reais (R$80,000,000.00) ( Minimum Amount ). The Debentures that are not placed under the Restricted Offer will be cancelled by the Issuer upon an amendment to the Indenture, dismissing a Meeting of Debenture Holders and any additional corporate approval by the Issuer and/or the Company ( Partial Distribution ); (g) Use of Proceeds: the proceeds obtained by the Issuer with the Issuance, subject to a Partial Distribution, will be used to reinforce the working capital of its usual operations; (h) Personal Guarantee: in order to ensure the faithful, timely and full performance of the principal and ancillary obligations to be assumed by the 3
Issuer under the Indenture, the Company will provide a guarantee in favor of Debenture Holders, represented by the Trustee. The Company, and its successors at any title, acting as guarantor and principal payor, is jointly and severally liable with the Issuer for all amounts payable under the Indenture. The Company expressly waives any benefits of secondary liability, novation, and any rights and options to be released, including those set forth in Article 333, sole paragraph, and Articles 366, 368, 821, 827, 830, 834, 835, 837,838 and 839 of Law No. 10.406, dated January 10, 2002, as amended, and Articles 130 and 794 of Law No. 13.105, dated March 16, 2015, as amended; (i) Unit Nominal Value: the Unit Nominal Value of the Debentures will be one thousand Reais (R$1,000.00), on the Issuance Date ( Unit Nominal Value ); (j) Issuance Date: for all legal purposes and effects, the issuance date of the Debentures is November 24, 2017, subject to a Partial Distribution ( Issuance Date ); (k) Form and Issuance of Certificates: the Debentures will be issued in registered and book-entry form, without the issuance of any certificates or provisory certificates; (l) Proof of Ownership of Debentures: the Issuer will not issue Debenture certificates. For all legal purposes, the ownership of the Debentures will be confirmed through a statement issued by the Bookkeeper. Additionally, the ownership of the Debentures electronically held in custody at B3 S.A. Brasil, Bolsa, Balcão CETIP UTVM Segment ( B3 ) will be confirmed through a statement issued by B3 in the names of Debenture Holders; (m) Convertibility: the Debentures will be simple, i.e., non-convertible into shares issued by the Issuer; (n) Type: the Debentures will be unsecured, with an additional personal guarantee represented by the Guarantee. Debenture Holders will not be entitled to preemptive rights in relation to the other unsecured creditors of the Issuer, pursuant to Article 58, head provision, of Law No. 6.404, dated December 15, 1976, as amended ( Brazilian Corporate Law ); (o) Subscription and Subscription Price: the Debentures may be subscribed and paid at any time, as of the beginning of the distribution, within the distribution periods set forth in the Distribution Agreement, pursuant to CVM Instruction 476. The subscription price of the Debentures 4
will be their Unit Nominal Value plus Debenture Interest (as defined below), calculated on a pro rata temporis basis from the date of first subscription and payment of the Debentures ( Date of First Payment of the Debentures ) to the date of the effective subscription and payment of the Debentures, as applicable ( Payment Price ); (p) Payment and Payment Conditions: the Debentures will be paid in cash, in Brazilian currency, upon subscription, at the Payment Price, in accordance with the applicable procedures of B3; (q) Preemptive Rights: the subscription of the Debentures does not provide for preemptive rights; (r) Maturity Term and Maturity Date: except for the early settlement of the Debentures as a result of their acceleration, as applicable, the Debentures will mature within twenty-four (24) months from the Issuance Date, i.e., November 24, 2019 ( Maturity Date ). On the Maturity Date, the Issuer agrees to pay the Debentures (and subsequently cancel them) at their Unit Nominal Value or Unit Nominal Value balance, as applicable, plus Interest, calculated in accordance with the Indenture; (s) Adjustment for Inflation of the Nominal Value: the Unit Nominal Value of the Debentures will not be adjusted for inflation by any index; (t) Debenture Interest: the Debentures will pay interest corresponding to the accumulated variation of one hundred percent (100%) of the average daily rate of inter-financial deposits (depósitos interfinanceiros DI) of one day, over extra group, as a percentage per annum, based on two hundred fifty-two (252) business days, calculated and disclosed by B3, in the Daily Report (Informativo Diário) available at its website (http://www.cetip.com.br) ( DI Rate ), plus a surcharge or spread of three point fifty percent (3.50%) per annum, based on two hundred fifty-two (252) business days ( Interest ), on a pro rata temporis basis ( Debenture Interest ) on the Unit Nominal Value or Unit Nominal Value balance. The Debenture Interest will be calculated exponentially and cumulatively on a pro rata temporis basis, according to the number of business days elapsed, based on the Unit Nominal Value from the Date of First Payment of the Debentures or the immediately prior Payment Date of Debenture Interest (as defined below) (including), as applicable, to the effective payment date (excluding), which should occur at the end of each Capitalization Period (as defined in the Indenture). The first payment of Debenture Interest is due on August 24, 2018, and the other payments will be due quarterly, on the 24 th day of February, May, August and November of each year until the 5
Maturity Date (each date, a Payment Date of Debenture Interest ). The Debenture Interest will be calculated according to the formula to be set forth in the Indenture; (u) Scheduled Renegotiation: no renegotiation has been scheduled; (v) Scheduled Amortization: the Unit Nominal Value of the Debentures will be amortized on the dates set forth below. The first payment is due on August 24, 2018 and the other payments will be due quarterly, on the 24 th day of February, May, August and November of each year until the Maturity Date, as set forth in the table included in the Indenture; (w) Place of Payment: payments relating to the Debentures and any other amounts payable by the Issuer pursuant to the Indenture will be made by the Issuer on the relevant maturity date: (i) in accordance with the procedures adopted by B3, for the Debentures electronically held in custody by B3; or (ii) in the event the Debentures are not electronically held in custody by B3, (a) at the headquarters of the Issuer, or (b) as applicable, in accordance with the procedures adopted by the Bookkeeper; (x) Charges for Late Payment: in the event the Issuer fails to make timely payments in connection with the Debentures, overdue and unpaid debits will be subject to, without prejudice to the payment of Debenture Interest, (i) a conventional fine for late payment, irreducible and non-compensatory, of two percent (2%) on the overdue and unpaid amount; and (ii) interest for late payment, calculated on a pro rata temporis basis from the date of default to the date of effective payment of the overdue amounts, at a rate of one percent (1%) per month on the overdue and unpaid amount, irrespective of debit memorandum, notice, or judicial or extrajudicial notification (items (i) and (ii) together, the Charges for Late Payment ); (y) Optional Acquisition: the Issuer may, at any time, purchase Debentures, subject to the acceptance of the relevant selling Debenture Holder, pursuant to Article 55, paragraph 3, of Brazilian Corporate Law, and applicable regulation issued by the CVM, (i) for an amount equal to or below the Unit Nominal Value, provided that this fact is included in the management s report and financial statements of the Issuer, or (ii) for an amount above the Unit Nominal Value, pursuant to CVM rules. Debentures purchased by the Issuer may, at the discretion of the Issuer, pursuant to applicable regulations: (a) be cancelled; (b) be held in treasury; or (c) be placed back in the market, pursuant to the restrictions imposed by CVM Instruction 476. The Debentures purchased by the Issuer to be held in treasury, if and when placed back in the market, will entitle their holders 6
to the same Interest calculated in connection with the other Debentures. The Indenture must be amended to include the cancellation of the Debentures, as applicable; (z) Early Optional Redemption, Extraordinary Amortization and Early Redemption Offer: there will be no early optional redemption, extraordinary amortization or early redemption offer in connection with the Debentures; (aa) Acceleration: pursuant to the Indenture, the trustee of the Issuance ( Trustee ) will, irrespective of debit memorandum, notice, or judicial or extrajudicial notification to the Issuer, automatically declare within two (2) business days from the date of acknowledgement of the events to be set forth in the Indenture, the acceleration and immediate enforceability of all obligations of the Issuer regarding the Debentures, subject to the specific periods of cure set forth in the Indenture, and demand payment from the Issuer, upon notification, within one (1) business day from the date of receipt of the relevant notification by the Issuer, of the Unit Nominal Value or Unit Nominal Value balance, as applicable, plus Debenture Interest due from the Date of First Payment of the Debentures or the immediately prior Payment Date of Debenture Interest to the date of effective payment, calculated on a pro rata temporis basis, and Charges for Late Payment, if any, and any other amounts due by the Issuer pursuant to the Indenture, upon acknowledgement of the occurrence of any of the events set forth in the Indenture; (bb) Term extension: the payment dates of any obligation set forth in the Indenture will be deemed automatically extended to the first (1 st ) subsequent Business Day, if the due date of the relevant obligation is a day on which banks are closed in the cities of Rio de Janeiro or São Paulo, in the States of Rio de Janeiro and São Paulo, respectively, at no additional amounts payable, except for payments that are made through B3, in which case the payment term will only be extended when the payment date of the relevant obligation is a Saturday, Sunday or national holiday; (cc) Trustee: the Trustee that will represent Debenture Holders will be Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, a financial institution headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida das Américas, nº 4.200, Bloco 08, Ala B, Salas 302, 303 e 304, CEP 22640-102, enrolled with the Corporate Taxpayers Registry (CNPJ/MF) under No. 17.343.682/0001-38; and 7
(dd) Other characteristics of the Issuance and Debentures: other information about the Issuance will be specified in the Indenture. (ii) the Guarantee to be provided by the Company, in favor of Debenture Holders, represented by the Trustee, to ensure the faithful, timely and full performance of the obligations to be assumed by the Issuer under the Indenture of the Issuance, pursuant to the terms and conditions set forth herein and in the Indenture; (iii) the powers to be given to the Board of Executive Officers of the Company to take any and all measures and execute any and all instruments required to provide the Guarantee, directly or indirectly through attorneys-in-fact, including the negotiation and establishment of all terms and conditions that may be applicable to the provision of the Guarantee. The Board of Directors of the Company also approved the instruction to be given to the representatives of the Company at the Meeting of the Board of Directors of Light Energia to authorize the Board of Executive Officers of Light Energia to practice, directly or indirectly, through attorneys-in-fact, any and all acts required to give effect to the Issuance and the Restricted Offer, including, but not limited to, (a) the establishment of all terms and conditions of the Issuance and the Restricted Offer that were not established herein and that will be required for the provision and implementation of the Guarantee; (b) the execution of the Indenture and other documents related to the Issuance and the Restricted Offer, including any amendments thereto, as applicable; (c) the execution of amendments to the Indenture regarding the cancelation of the Debentures that are not placed under the Restricted Offer, subject to a Partial Distribution; and (d) the representation of the Company, practice of any and all acts and execution of all documents required to implement the resolutions to be taken in accordance with the items above; and (iv) the ratification of all acts already practiced by the Board of Executive Officers of the Company under the Issuance, the Restricted Offer and the Guarantee. 6. Closing: With nothing further to discuss, these minutes were drafted, read, approved and signed by all Board members in attendance: Nelson José Hubner Moreira (Chairman), Mauro Borges Lemos, Marcello Lignani Siqueira, Marco Antônio de Rezende Teixeira, Sérgio Gomes Malta, Luís Fernando Paroli Santos, Edson Rogério da Costa, André Juaçaba de Almeida, Ricardo Reisen de Pinho, Carlos Alberto da Cruz and Silvio Artur Meira Starling. Alternate members Patrícia Gracindo Marques de Assis Bentes, Aline Bracks Ferreira, Andréa Belo Lisboa Dias, Rogério Sobreira Bezerra, Leonardo Tadeu Dallariva Rocha, Julio Cezar Alves de Oliveira, Yuri Fonseca Choucair Ramos, Marcio Guedes Pereira Junior, Pedro Cláudio Coutinho Leitão and Magno dos Santos Filho also attended the meeting but did not vote. This is a true copy of the minutes of the Extraordinary Meeting of the Board of Directors of Light S.A., held on November 14, 2017, at 9:30 a.m., by conference call. 8
Paula Regina Novello Cury Secretary 9