CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO

C.N.P.J N 60.933.603/0001-78

NIRE - 35300011996

ORDINARY AND EXTRAORDINARY GENERAL ASSEMBLIES

I – DATE, HOUR AND LOCATION: On April 26 (twenty six) 2017, at 11 am, in the corporate

headquarters, at Avenida Nossa Senhora do Sabará, 5312, São Paulo - SP. II - CALL: Call Notice

published on March 25, 2017, on São Paulo state’s Official Gazette and Folha de São Paulo, local edition,

on March 27, 2017, Valor Econômico, national edition, and on March 29, 2017, on São Paulo state’s

Official Gazette, Folha de São Paulo, local edition, and Valor Econômico, national edition. III – QUORUM:

Shareholders representing more than 2/3 (two thirds) of the joint stock with right to vote, according to

signatures present in the Shareholders’ Attendance Book – Law nº 6.404/76. IV - ATTENDANCE: Mr.

Mauro Guilherme Jardim Arce – Executive Officer and member of the Board of Directors, Almir Fernando

Martins - CFO and Investor Relations’ Director; Vinicius Teles Sanches - São Paulo State’s Attorney;

Vanildo Rolando Neubauer – Fiscal Board member; Fúlvio Carvalho – Independent Auditor; Christiano

Marques de Godoy - Escritório Mesquita, Pereira, Marcelino, Almeida, Esteves Advogados, representing

the groups: HSBC, ITAÚ, VINCI, JP MORGAN, CITIBANK, BNP PARIBAS ASSET MANAGEMENT

BRASIL LTDA., NUCLEO CAPITAL and other shareholders as identified in the end of this minute; José

Francisco Grecco – São Paulo State’s Department of Water and Electric Energy - DAEE; Wilson Bandeira

de Moura – Companhia do Metropolitano de São Paulo – METRÔ; Katherine Prado Pires Albuquerque –

SPX Equities Gestão de Recursos Ltda. and other shareholders as identified in the end of this minute;

Charles René Lebarbenchon – Gaspart Participações S.A.; Manuel Jeremias Leite Caldas – representing

the shareholders Eduardo Augusto Ribeiro Guimarães, Leonardo Izecksohn, Fanny Berta Izecksohn;

Carolina Silvia Alves Nogueira Trindade – Banco Santander (BRASIL); Itamar Braga de Moura Filho;

Michael Sotelo Cerqueira – Companhia Paulista de Parcerias – CPP. V - BOARD: Chairman: Dr. Mauro

Guilherme Jardim Arce; Secretary: Mrs. Vera Lúcia Sanches do Nascimento. VI – ORDINARY GENERAL

ASSEMBLY’s AGENDA: 1. Administration’s Annual Report and Financial Statements related to 2016

fiscal year, along with technical opinions by Independent Auditors and Fiscal Board; 2. Proposal for

destination of results and proposal for distribution of dividends to shareholders; 3. Election of members of

the Board of Directors; 4. Election of Fiscal Board members and their substitutes; 5. Setting of

Administrators and Fiscal Board members’ remuneration. VII - INFORMATION: The matter was duly

assessed by the State Capital Defense Council - CODEC, through Legal Opinion nº 038/2017, of

4.25.2017. VIII - DELIBERATIONS: The Board Chairman declared open CESP Ordinary General Meeting

and invited Mrs. Vera Lúcia Sanches do Nascimento to act as secretary during the works. The reading of

the Call Notice and the Board of Directors Proposal was dismissed, for being known to all shareholders.

ORDINARY GENERAL MEETING – The Board Chairman informed that CESP, as of January 1st, 2017,

has adopted the remote vote system, compliant with CVM instructions 481/09 and 561/15, and that all

voting documents and maps were and remain available on CESP Investors Relations site. To each item of

the agenda, the remote votes and votes in person will be compiled. The Board Chairman presented for

discussion the “item 1” of the Agenda: Administration’s Annual Report and Financial Statements

related to 2016 fiscal year, along with legal opinions by Independent Auditors and Fiscal Board.

Giving the floor to Dr. Vinicius Teles Sanches - São Paulo State Attorney who, based on CODEC Legal

Opinion nº 038/2017, of 4.25.2017, considering the manifestations in favor of the Board of Director and the

Fiscal Board, as well as ERNST & YOUNG Auditores Independentes S.S. report, who considered that the

financial statements appropriately present, in all relevant aspects, CESP’s equity and financial position on

December 31, 2016, the performance of its operations and its cash flows to the fiscal year ended on that

date, according to accounting practices adopted in Brazil and International Financial Report Standards

(IFRS), issued by the International Accounting Standards Board – IASB, proposed the approval of “item

1”. The Board Chairman put to the vote the State Treasury proposal: as remote and in person votes were

computed, the matter was approved with unanimity of votes proffered. The Board Chairman

presented for discussion the “item 2” of the agenda. Proposal for destination of results and proposal

for distribution of dividends to shareholders. Giving the floor to Dr. Vinicius Teles Sanches who,

based on CODEC Legal Opinion nº 038/2017, of 4.25.2017, proposed the payment of dividends to

shareholders amounting to R$ 294,834 million as shown below:

2016 FISCAL YEAR (in R$ thousands)

Fiscal year results 305,095

Legal reserve (15,255)

Realization of Reserve of Profits to be realized 31,097

Realization of Adjustment of Equity Assessment (depreciation) (26,103)

Balance for Dividends’ Destination 294,834

Dividends (as Interest on Own Capital) (140,000)

Mandatory dividends (154,834)

Mr. State Attorney admitted the matter as approved by the Board of Directors, consigning that the

payment of the dividends balance shall occur until 06/30/2017, according to the company’s proposal, and

the São Paulo State Government shareholder will be entitled to the amount of R$57,000 thousand. The

shareholders included in shareholding position verified on May 02, 2017, will be entitled to the dividends;

with shares negotiated starting on May 03, 2017 at BM&F BOVESPA considered “ex-dividend”. The

Board Chairman put to vote the State Treasury proposal: as remote and in person votes were computed,

the matter was approved with unanimity of votes proffered. The Board Chairman presented for

discussion the “item 3” of the Agenda: Election of members of the Board of Directors. Giving the floor

to Dr. Vinicius Teles Sanches who, based on CODEC Legal Opinion nº 038/2017, of 4.25.2017,

proposed, considering the due government authorization, and compliant with legal and statutory

requirements, including those provided in article 17 of Federal Law nº 13.303/2016, attested by internal

commission, transitory and not statutory, under the terms of CODEC Deliberation nº 2, of February 15,

2017, to elect as members of CESP Board of Directors Sirs: Ricardo Daruiz Borsari - (President)

Brazilian, married, engineer, ID nº 5.447.247-7, CPF/MF nº 003.952.738-70, commercial address: Rua

Boa Vista, 170, 11º andar – São Paulo Zip code 01014-000; Mauro Guilherme Jardim Arce, Brazilian,

married, eletrical engineer, ID nº 2.550.634, CPF/MF nº 107.894.648-53, commercial address: Rua Nossa

Senhora do Sabará, 5312 – casa 6, Vila Emir, São Paulo/SP, Zip code 04447-011; Fernando Carvalho

Braga, Brazilian, divorced, consultant, ID nº 4.911.744, CPF/MF nº 538.987.458-72, resident and

domiciled at Rua Itapaiúna, 1800 ap. 201 São Paulo/SP, Zip code 05705-901; Ricardo Achilles,

Brazilian, married, engineer, ID nº 16.983.872 SSP/SP, CPF/MF nº 111.702.348-60, resident and

domiciled at Rua Maracá, 266 ap. 53 São Paulo/SP, Zip code 04313-210; Clovis Luiz Chaves, Brazilian,

married, lawyer, RG nº 8.184.952-7, CPF/MF nº 363.794.928-87, resident and domiciled at Alameda das

Andorinhas, 520 São José do Rio Preto/SP, Zip code 15038-002; Aderbal de Arruda Penteado Junior,

Brazilian, married, engineer, ID nº 3778489-4, CPF/MF nº 197.713.988-49, residential address: Rua

Jambo, 165, J. Algarve, Granja Viana, Cotia/SP, Zip code 06715-105; Roberto Luiz Troster, Argentine,

married, economist, ID RNE W672863-1 CGPI/DIREX/DPF, CPF/MF nº 697.928.798-20, resident and

domiciled at Rua Amandaba, 136 Jardim Prudência, São Paulo/SP, Zip code 04648-140. The Board

Chairman put to vote the State Treasury proposal, which was approved by in person and remote votes, of

which 4,200 votes by shareholders of common shares abstained, the matter was approved by majority

of votes. Then, the floor was passed on to Dr. Vinicius Teles Sanches who, based on CODEC Legal

Opinion nº 038/2017, of 4.25.2017, informed that Mr. Valter Nei Ribeiro, Brazilian, married, Bachelor in

Law, ID nº 13.733.311-0, CPF/MF nº 052.317.458-63, Rua Borges, nº 741, São Paulo/SP, Zip code:

02247-000, was elected as representative of employees in the Board of Directors, ensured by article 10 of

the Corporate Bylaws in its 1st paragraph, and according to official letter P nº 364, of April 13, 2017.

Continuing the speech of Dr. Vinicius Teles Sanches, based on CODEC Legal Opinion nº 038/2017, of

4.25.2017, and considering disposition in article 141, § 4th, subdivision II of the same legal diploma,

informed that the appointment of one representative of preferred shareholders to form the company’s

Board of Directors can be admitted. The preferred shareholder SPX Equities Gestão de Recursos Ltda.,

manager of foreign funds and investments portfolio, appointed Mr. Adriano Cives Seabra, as published on

CESP Investors Relations site, in Notice to Shareholders of March 24, 2017, and also included in the

Remote Vote Bulletin. The Board Chairman asked whether there was other candidate for preferred

shareholders, and Mr. Christiano Marques de Godoy - Escritório Mesquita, Pereira, Marcelino, Almeida,

Esteves Advogados, mentioned that Mr. Bruno C. H. Bastit had also been appointed by preferred

shareholders, and Mr. Almir Fernando Martins – CESP CFO and Investors Relations Director informed

that, earlier, through electronic messages (“emails”) CESP informed Escritório Mesquita, Pereira,

Marcelino, Almeida, Esteves Advogados, the understanding that the appointment occurred under article

239, therefore minority common shareholders could vote, obtaining formal reply that the firm agreed.

Since there were no other candidate of preferred shareholders, the Board Chairman put to separate vote:

as remote votes were computed, 19,703,045 approved, 7,902,513 abstained and 16,768,938 in-person

votes approved, totaling 36,471,983 votes in favor, with candidate Mr. Adriano Cives Seabra, Brazilian,

electronic engineer, ID 0889944-7 IFP/RJ, CPF/MF 016.480.547-81, resident and domiciled at Av. Lineu

de Paula Machado, 1.000, Rio de Janeiro – RJ, Zip code 22470-040, being elected by majority of

votes. It should be recorded that the Companhia Paulista de Parcerias – CPP, represented by Mr.

Michael Sotelo Cerqueira, abstained from voting. Continuing Dr. Vinicius Teles Sanches speech, who,

based on CODEC Legal Opinion nº 038/2017, of 4.25.2017, and compliant with article 239 of Corporation

Law, the appointment of one representative of minority shareholders to form the company’s Board of

Directors can be admitted. The shareholder Gaspart Participações S.A., appointed Mr. Bruno C. H. Bastit

to the Board of Directors, as published on CESP Investors Relations site, in Notice to Shareholders of

March 24, 2017. There was no inclusion in the Remote Vote Bulletin. Shareholder Leonardo Izecksohn

appointed Mr. Manuel Jeremias Leite Caldas, according as published on CESP Investors Relations site, in

Notice to Shareholders of April 24, 2017. There was no inclusion in the Remote Vote Bulletin. Since there

was no other candidate of common shareholders, the Chairman put to separate voring: the candidate

appointed by shareholder Gaspart Participações S.A. obtained 800 votes. The candidate appointed by

shareholder Leonardo Izecksohn obtained 1,101,786 votes, with 270,429 votes from shareholder –

Leonardo Izecksohn, 169,626 votes from shareholder – Fanny Berta Izecksohn, 283,000 votes from

shareholder – Eduardo Augusto R. Magalhães, and 378,731 votes from shareholders chiefly represented

in person by Mr. Christiano Marques de Godoy - Escritório Mesquita, Pereira, Marcelino, Almeida, Esteves

Advogados. The candidate Mr. Manuel Jeremias Leite Caldas, Brazilian, married, with doctorate and

master degree in economics, ID nº 284.123, CPF/MF nº 535.866.207-30, resident and domicile at Avenida

Lucio Costa 6700/1103, Barra da Tijuca, Rio de Janeiro/RJ, Zip code 22795-006, was elected by

majority of votes. Gaspart Participações S.A., holder of 1,000 preferred shares and 800 common shares,

presented separate vote, protesting for the non inclusion of the candidate to the Board of Directors, Bruno

C. H. Bastit, in the Remote Vote Bulletin, and the impugnation of Mr. Manuel Jeremias Leite Caldas

candidature, which was elected Member of the Board of Directors in the present OGA, by minority

shareholders. As a result of voting, CESP Board of Directors is composed as follows, appointed by

controller shareholder: Ricardo Daruiz Borsari – President, Mauro Guilherme Jardim Arce, Fernando

Carvalho Braga, Ricardo Achilles, Clovis Luiz Chaves, Aderbal de Arruda Penteado Junior, Roberto Luiz

Troster; Valter Nei Ribeiro, as employees’ representative; Adriano Cives Seabra, as representative of

preferred shareholders and Manuel Jeremias Leite Caldas, as representative of minority common

shareholders. Then, Dr. Vinicius Teles Sanches stated that, based on CODEC Legal Opinion nº 038/2017,

of 4.25.2017, the members now elected shall exercise their roles under the terms of the company’s

Corporate Bylaws, with unified mandate until the Assembly destined to approval of 2018 accounts,

observing disposition in article 140 caput, of Federal Law nº 6.404/76. The investiture in the position shall

obey the requirements, impediments and procedures provided in the Corporation Law, federal Law nº

13.303/2016 and other dispositions in force. With regard to declaration of assets, the applicable state

regulation shall be observed. The Board Chairman presented for discussion the “item 4” of the Agenda:

Election of Fiscal Board members and their substitutes. Giving the floor to Dr. Vinicius Teles Sanches

who, based on CODEC Legal Opinion nº 038/2017, of 4.25.2017, considering the due government

authorization, and compliant with legal and statutory requirements, including those provided in article 26 of

Federal Law nº 13.303/2016, attested by internal commission, transitory and not statutory, under the terms

of CODEC Deliberation nº 2, of February 15, 2017, appointed: Emília Ticami (duly appointed) Brazilian,

single, public administrator, ID nº 6.923.423-1, CPF/MF nº 022.489.508-70, resident and domiciled at rua

Francisco Pugliese, 403 - São Paulo/SP, Zip code 05587-040 and her respective substitute André Luis

Grotti Clemente Brazilian, married, income fiscal, ID nº 19.313.656-9, CPF/MF nº 261.955.328-86,

resident and domiciled at Alameda Ribeirão Preto, 289, Apto 61 - São Paulo/SP, Zip code nº 01331-101;

Sebastião Eduardo Alves de Castro (duly appointed) Brazilian, divorced, lawyer, ID nº 8.561.938-3

SSP/SP CPF/MF nº 041.977.948-51, with address at Rua Manguatá, 9 - Cidade Monções, São Paulo -

SP, Zip code 04567-070 and his respective substitute Keli Regina Della Torre Soler Brazilian, married,

business administrator, ID nº 16.915.950-4 SSP/SP, CPF/MF nº 163.707.898-60, with address at Rua

Chamanta, 362 - São Paulo/SP, Zip code nº 04543-011; Marco Antonio Castello Branco de Oliveira

(duly appointed) married, lawyer, ID nº 2.877.377, CPF/MF nº 036.913.498-20, with address at Rua Prof.

Carlos de Carvalho, 155 – apartamento 91, Itaim Bibi, São Paulo - SP, Zip code 04531-080 and his

respective substitute Sandra Maria Gianella, Brazilian, married, economist, ID RG nº 8.539.613-8,

CPF/MF nº 901.639.078-20, commercial address: Rua Bela Cintra nº 847 - 11º andar São Paulo/SP, CEP

01415-000. The Chairman put to vote the State Treasury proposal, being approved by in person votes and

with remote votes computed, of which 4,200 common shareholders abstaining from vote, and the matter

was approved by majority of votes. Continuing Dr. Vinicius Teles Sanches words, who, based on

CODEC Legal Opinion nº 038/2017, of 4.25.2017 and compliant with article 240 of Corporation Law,

ensured to shareholders of minority common shares the right to elect one member of the Fiscal Board and

its respective substitute. Shareholder Gaspart Participações S.A. appointed to the Fiscal Board, as

published on CESP Investors Relations site, in Notice to Shareholders of March 24, 2017, Mr. Roberto

Juenemann (Title holder) and Mr. Eduardo Georges Chehab (Substitute). It was not included in the

Remote Vote Bulletin. Shareholder Leonardo Izecksohn appointed as candidates, as published on CESP

Investors Relations site, in Notice to Shareholders of April 24, 2017, Mrs. Marissa Rose Vegele Renaud

(Title holder) and Mr. Ricardo Magalhães Gomes (Substitute). It was not included in the Remote Vote

Bulletin. The Chairman asked whether there was any other candidate by common shareholders and Mrs.

Carolina Silvia Alves Nogueira Trindade – Banco Santander (BRASIL) manifested, appointing as

candidate Mr. Amancio Acúrcio Gouveia (Title holder) and as substitute Mrs. Anna Paula Dorce

Armonia. It was not included in the Remote Vote Bulletin. Since there was no other candidate for common

shareholders, the Chairman put for separate vote: the candidates of shareholder Gaspart Participações

S.A., Mr. Roberto Juenemann (Title holder) and Eduardo Georges Chehab (Suplente), obtiveram 800

votos presenciais. Shareholder Leonardo Izecksohn candidate, Mrs. Marissa Rose Vegele Renaud (Title

holder) and Mr. Ricardo Magalhães Gomes (substitute), obtained 723,055 in-person votes.

Shareholder Banco Santander (BRASIL) candidates, Mr. Amancio Acúrcio Gouveia (Title holder) and

substitute Mrs. Anna Paula Dorce Armonia, obtained 632,600 in-person votes. Candidates Mrs.

Marissa Rose Vegele Renaud (Title holder), Brazilian, single, economist, ID nº 24.290.298-9 – DIC/RJ,

CPF/MF nº 140.877.837-82, address Rua. Djalma Ulrich, 110 – apt: 916, Copacabana, Rio de Janeiro –

RJ, Zip code 22071-020 and Mr. Ricardo Magalhães Gomes (Substitute), Brazilian, single, under

common-law marriage with full separation of property, electrical engineer, ID nº 08.014.552-7 IFP/RJ,

CPF/MF nº 014.729.747-86, resident and domiciled at Av. Lucio Costa, nº 3.600 – apto. 1801 – Bl. 1,

Barra da Tijuca, Rio de Janeiro/RJ, Zip code 22630-900, were elected by majority of votes by common

shareholders. Continuing Dr. Vinicius Teles Sanches words, who, based on CODEC Legal Opinion nº

038/2017, of 4.25.2017, and compliant with article 240 of Corporation Law, ensured to shareholders of

preferred shares the right to elect one member of the Fiscal Board and its respective substitute.

Shareholder Gaspart Participações S.A. appointed to the Fiscal Board, as published on CESP Investors

Relations site, in Notice to Shareholders of March 24, 2017, Mr. Charles René Lebarbenchon (Title

holder) and Murialdo Loch (Substitute). Shareholder Leonardo Izecksohn appointed to the Fiscal

Board, as published on CESP Investors Relations site, in Notice to Shareholders of April 24, 2017, Mr.

Eduardo Azevedo do Valle (Title holder) and Mr. José Aurélio Valporto de Sá Júnior (Substitute).

Shareholder SPX Equities Gestão de Recursos Ltda. appointed to the Fiscal Board, as published on

CESP Investors Relations site, in Notice to Shareholders of April 24, 2017, Mr. Paulo Roberto

Franceschi (Title holder) and, later, Mr. Giorgio Bampi (Substitute). Since there was no other

candidate by preferred shareholders, the Chairman put to separate vote: The shareholders' candidates

Shareholder Gaspart Participações S.A. candidates, Mr. Charles René Lebarbenchon (Title holder)

and Mr. Murialdo Loch (Substitute)., obtained 19,756,147 in-person votes. Shareholder Leonardo

Izecksohn candidates, Mr. Eduardo Azevedo do Valle (Title holder) and Mr. José Aurélio Valporto de

Sá Júnior (Substitute), obtained 205,358 in-person votes. Shareholder SPX Equities Gestão de

Recursos Ltda. candidates, Mr. Paulo Roberto Franceschi (Title holder) and Mr. Giorgio Bampi

(Substitute), obtained 20,109,765 in-person votes. Mr. Christiano Marques de Godoy - Escritório

Mesquita, Pereira, Marcelino, Almeida, Esteves Advogados and Mr. Charles René Lebarbenchon –

Gaspart Participações S.A. requested statements of their votes positions, and spreadsheets containing

due annotations were promptly made available. Shareholder Companhia Paulista de Parcerias – CPP,

represented by Mr. Michael Sotelo Cerqueira, requested the record of his abstention in this voting.

Candidates Mr. Paulo Roberto Franceschi (Title holder), Brazilian, married, accountant, ID nº 669.976-

6 – Pr, CPF/MF 171.891.289-72, commercial address Rua Marechal Deodoro, 630 cj. 1305 – Curitiba/PR

and Mr. Giorgio Bampi (Substitute), Brazilian, married, accountant, ID nº 535.971-6, CPF/MF nº

005.167.759-87, resident and domiciled at rua João Américo de Oliveira, 903, apto. 101ª – Curitiba/PR,

Zip code 80.040-352, were elected by majority of votes by preferred shareholders. CESP Fiscal

Board is thus composed: Emilia Ticami (Title holder) and André Luis Grotti Clemente (Substitute) –

appointed by controller shareholder; Sebastião Eduardo Alves de Castro (Title holder) and Keli

Regina Della Torre Soler (Substitute) - appointed by controller shareholder; Marco Antonio Castello

Branco de Oliveira (Title holder) and Sandra Maria Gianella (Substitute) – appointed by controller

shareholder; Marissa Rose Vegele Renaud (Title holder) and Ricardo Magalhães Gomes

(Substitute) – elected by common shareholders; Paulo Roberto Franceschi (Title holder) and Giorgio

Bampi (Substitute) – elected by preferred shareholders. Continuing Dr. Vinicius Teles Sanches words,

who, based on CODEC Legal Opinion nº 038/2017, of 4.25.2017, explained that the fiscal board

members will exercise their roles until the next Ordinary General Assembly, and, in case the title holder

member cannot attend, the respective substitute shall be called to participate in the meetings. The Fiscal

Board members will receive monthly remuneration in the value corresponding to 20% (twenty per cent) of

the company’s directors’ monthly remuneration, conditioned to their attendance in at least one monthly

meeting, and will also be entitled to “pro rata temporis” bonus, paid in December, under the terms of

CODEC Deliberation n.º 001/91. The investiture in the position of Fiscal Board member shall obey the

requirements, impediments and procedures provided in the Corporation Law, and other dispositions in

force. With regard to declaration of assets, the applicable state regulation shall be observed. The Board

Chairman presented for discussion the “item 5” of the Agenda: Setting of Administrators and Fiscal

Board members’ remuneration. Giving the floor to Dr. Vinicius Teles Sanches - São Paulo State

Attorney who, based on CODEC Legal Opinion nº 038/2017, of 4.25.2017, reminded that, according to

disposition in article 152, of Federal Law nº 6.404/76 (Corporation Law), the setting of administrators’

remuneration is subject reserved to the Shareholders Assembly. So, the Board members’ individual

monthly remuneration was set as R$ 20,590,00 (twenty thousand, five hundred and ninety reais), under

the terms of CODEC Legal Opinion n.º 003/2013. It was also proposed that, on the value at issue,

compliant with CODEC Legal Opinion that specifies it, the percent established in CODEC Legal Opinion nº

001/2007 should also apply, in the case of fiscal board members and board of directors members’

remunerations, remaining the other conditions to receive the respective remunerations according to

CODEC guidance in force. Likewise, directors may be entitled to eventual premium, as disposed in

CODEC Legal Opinion n.º 150/2005. Finally, The State Attorney proposed the setting of the annual bonus,

“pro rata temporis”, paid on December, as provided in article 4th of CODEC Deliberation n.º 01/91, to

management members, Board of Directors members and Fiscal board members. The Chairman put to the

vote the State Treasury proposal, which was approved by in person votes and those remote computed,

4,200 votes from common shareholders did not approve, and the matter was approved by majority of

votes. Since there is nothing else to address in this Ordinary General Assembly, Mr. Chairman

immediately started the Extraordinary General Assembly.

EXTRAORDINARY GENERAL ASSEMBLY - Agenda: 1. Alteration of Corporate Bylaws, in its 3rd

article, due to the new composition of its joint stock, and to conversions of shares from one class

to another, performed earlier. 2. Alteration of Corporate Bylaws, in its 16th article, due to the new

Management composition. DELIBERATION: The Board Chairman presented for discussion the “item

1” of the Agenda: Alteration of Corporate Bylaws, in its 3rd article, due to the new composition of

its joint stock, and to conversions of shares from one class to another, performed earlier. With the

floor Dr. Vinicius Teles Sanches who, based on CODEC Legal Opinion nº 038/2017, of 4.25.2017,

informed that the Board of Directors approved the conversion of shared, as shown in the minute of the

691th Ordinary Assembly held on April 12, 2016, approving the opening of an option period for conversion

of class A preferred shares (CESP5) at the proportion of one share held for one common share (CESP3)

or class B preferred share (CESP6). On the conversion operation, six shareholders, representing 41,886

CESP5 shares, opted for class B preferred shares (CESP6), representing a movement of 0.0128% in the

Company’s Total Capital, under the terms of notice to shareholders duly published. Under these terms,

the State Attorney proposed admission to the alteration of article 3rd “caput” of that social disposition,

which will become effective with the following wording: “Article 3rd – The joint stock is R$

5,975,433,454,43 (five billion, nine hundred and seventy five million, four hundred and thirty six

thousand, four hundred and fifty four reais and three cents) divided into 327,502,673 (three

hundred and twenty seven million, five hundred and two thousand, six hundred and fifty one)

shares; 109,167,751 (one hundred and nine million, one hundred and sixty seven thousand, seven

hundred and fifty one) single class common shares, 7,399,122 (seven million, three hundred and

ninety nine thousand, one hundred and twenty two) class A preferred shares and 210.935.800 (two

hundred and ten million, nine hundred and thirty five thousand and eight hundrede) class B

preferred shares, all of them nominative and without nominal value.” The Chairman put to the vote

the State Treasury proposal: remote and in person votes were computed and the matter was approved

with unanimity of votes proffered. The Board Chairman presented for discussion the “item 2” of the

Agenda: Alteration of Corporate Bylaws, in its 16th article, due to the new Management

composition, in order to reflect the current operation conditions of the Company. Giving the floor to

Dr. Vinicius Teles Sanches - São Paulo State Attorney, who, based on CODEC Legal Opinion nº

038/2017, of 4.25.2017, informed the justifications of the Company for, throughout the years, the specific

construction activities lost relevance, having remained, since 2011, under the command of the Generation

Direction the engineering activities related to operating plants and to the system planning. The change

counted on the approval of the Board of Directors in meeting held on January 24, 2017, as well as the

government approval. According to the proposal, such statutory disposition will have the following

wording: “Article 16 – The management will comprise 4 (four) members, one executive officer, one

CFO and investors relations director, one managing director and one generation director, with

assignments set by Internal Rules, all of them with unified term of office of 2 (two) years,

permitting reelection under the terms of law.” Still with regard to this item, the State Attorney

proposed the approval of the Corporate Bylaws as determined in the mentions CODEC legal opinion. The

Chairman put to the vote the State Treasury proposal: remote and in person votes were computed and the

matter was approved with unanimity of votes proffered. Finally, in due time, the State Treasury

representative reminded that other matters shall not be deliberated without previous and express

manifestation by CODEC. IX - MINUTE CLOSING AND SIGNATURE: Since no other pronouncement is

expected, the Board Chairman considered the Ordinary and Extraordinary General Assemblies works

closed, determining the sealing of the present minute which, having been read and found in accordance, is

signed by the board and by the shareholders present who constitute the majority required for

deliberations. Dr. Mauro Guilherme Jardim Arce – Executive Officer and member of the Board of

Directors, Vera Lúcia Sanches do Nascimento – Secretary; Dr. Almir Fernando Martins - CFO and

Investor Relations’ Director; Dr. Vinicius Teles Sanches - São Paulo State Attorney; Mr. Vanildo Rolando

Neubauer - Fiscal Board member; Mr. Fúlvio Carvalho – Independent Auditor; Mr. José Francisco Grecco

– São Paulo State Department of Water and Electrical Energy - DAEE; Mr. Wilson Bandeira de Moura –

Companhia do Metropolitano de São Paulo – METRÔ; Dr. Charles René Lebarbenchon – Gaspart

Participações S.A.; Dr. Manuel Jeremias Leite Caldas – representing Eduardo Augusto Ribeiro

Guimarães, Leonardo Izecksohn, Fanny Berta Izecksohn; Dra. Carolina Silvia Alves Nogueira Trindade –

Banco Santander (BRASIL); Mr. Itamar Braga de Moura Filho; Dr. Michael Sotelo Cerqueira – Companhia

Paulista de Parcerias – CPP; Dra. Katherine Prado Pires Albuquerque – SPX Equities Gestão de

Recursos Ltda. Representing the following shareholders: SPX NIMITZ MASTER FIM; SPX RAPTOR

MASTER FI EXT MM CP; SPX PATRIOT MASTER FIA; SPX FALCON MASTER FIA; SPX BRAZIL LLC;

CANADIAN EAGLE PORTFOLIO LLC (RV); INDIE LOGOS MASTER FIM; INDIE MASTER FUNDO DE

INVESTIMENTO DE AÇÕES; INDIE INSTITUCIONAL MASTER FIA; INDIE CAPITAL PLATINUM FIA;

PLURAL BRAZIL (DE) LLC; BRASIL PLURAL INSTITUCIONAL FIM; BRASIL PLURAL FUNDO DE

INVESTIMENTO DE AÇOES; BRASIL PLURAL GLOBAL EQUITIES FIM INVESTIMENTO NO

EXTERIOR; BRASIL PLURAL RETORNO ABSOLUTO FIM CP; BRASUL PLURAL PETROS – FUNDOS

INVESTIMENTO EM AÇÕES; PLURAL CAPITAL EQUITY HEDGE FDO DE INVESTIMENTO

MULTIMERCADO; BRASIL PLURAL LONG E SHORT PLUS FIA; BRASIL PLURAL PREVIDENCIA

MASTER FIM; BRASIL PLURAL LONG BIASED FIA; BRASIL PLURAL MACRO FIM; PITUBA FUNDO

DE INVESTIMENTO EM AÇOES; HERTZ FIM PREVIDENCIARIO; NUCLEOS I BRASIL PLURAL

FUNDO DE INVESTIMENTO MULTIMERCADO; NUCLEO III BRASIL PLURAL FUNDO DE

INVESTIMENTO EM AÇOES; FIM TAQUIRI; GERDAU PREVIDENCIA FIA 02; BRASIL PLURAL

ENERPREV FUNDO DE INVESTIMENTO EM AÇOES; BRASIL PLURAL IRAI FUNDO DE

INVESTIMENTO MULTIMERCADO; SQUADRA INSTITUCIONAL FIA; SQUADRA MASTER LONG

ONLY FIA, SQUADRA MATER LONG BIASED FIA; SQUADRA HORIZONTE FUNDO DE

INVESTIMENTO EM ACOES; FPRV SQA SANHACO FIA PREVIDENCIARIO; GROUPER EQUITY LLC;

SNAPPER EQUITY LLC; KAPITALO MASTER II FUNDO DE INVESTIMENTO MULTIMERCADO; PBRE

LLC; PBLO LLC; POLLUX ACOES MASTER FUNDO DE INVESTIMENTO DE ACOES; POLLUX

ACOES INSTITUCIONAL MASTER FIA; PACIFICO RV MASTER FIA; PACIFICO ACOES MASTER FIA;

PACIFICO LB MASTER FIM; OPPORTUNITY LOGICA MASTER FIA; OPPORTUNITY SELECTION

INSTITUCIONAL MASTER FIA; PERFIN LONG SHORT MASTER FUNDO DE INVESTIMENTO

MULTIMERCADO; PERFIN FORESIGHT MASTER FUNDO DE INVESTIMENTO EM ACOES; PERFIN

LONG SHORT PLUS MASTER FIM; OPPORTUNITY EQUITY HEDGE MASTER FIM; OPPORTUNITY

LONG BIASED MASTER FIM; OPPORTUNITY SPECIAL FIA; OPPORTUNITY SELECTION MASTER

FUNDO DE INVESTIMENTO EM ACOES; OPP I FIA INVESTIMENTO NO EXTERIOR; OPPORTUNITY

THESIS MASTER FIM; KONDOR MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; KONDOR

EQUITY TOTAL FUNDO DE INVESTIMENTO MULTIMERCADO; KONDOR EQUITY INSTITUCIONAL

FUNDO DE INVESTIMENTO DE ACOES; KONDOR EQUITY LONG BIASED FIM CP; Dr. Christiano

Marques de Godoy - Escritório Mesquita, Pereira, Marcelino, Almeida, Esteves Advogados, representing

the groups: HSBC CTVM S.A. ORGANIZACAO BRADESCO: 254584-8 - BEST INVESTMENT

CORPORATION, ITAU UNIBANCO S.A.: 8367-1 - PINEHURST PARTNERS, L.P., VINCI EQUITIES

GESTORA DE RECURSOS LTDA.: 101794-1 - FNAF FUNDO DE INVESTIMENTO EM AÇÕES; 54-2 -

FUNDO DE INVESTIMENTO EM AÇÕES MISTYQUE; 123-4 - MISTYQUE TEENS FUNDO DE

INVESTIMENTO EM AÇÕES; 101797-6 - NAF ENIGMA FUNDO DE INVESTIMENTO EM AÇÕES; 23-5 -

VINCI GAS CANOY DIVIDENDOS FUNDO DE INVESTIMENTO EM AÇÕES; NUCLEO CAPITAL:

181199-5 - AURORA BRAZIL LLC; 2210-6 - NCIP MASTER FIA; 970-0 - NUCLEO AGULHAS NEGRAS

FIA; 971-9 - NUCLEO MASTER FIA; 181219-3 - NUCLEO MATTERHORN FUND LLC; 974-3 - NUCLEO

NOVO TEMPO FIA;, J.P. MORGAN S.A. - DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS:

251599-0 - BUREAU OF LABOR FUNDS-LABOR PENSION FUND; 260351-1 - FRANKLIN TEMPLETON

INVESTMENT FUNDS; 251530-2 - FRANKLIN TEMPLETON INVESTMENT FUNDS; 262633-3 -

MINISTRY OF STRATEGY AND FINANCE; 261036-4 - PUBLIC EMPLOYEES RETIREMENT SYSTEM

OF OHIO; 261037-2 - PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; 250680-0 - THE

BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; 260018-0 - THE MASTER

TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045833; 251363-6 - VANGUARD TOTAL

INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS; , CITIBANK:

211276-3 - 1199 SEIU HEALTH CARE EMPLOYEES PENSION FUND; 210788-3 - ACADIAN

EMERGING MARKETS EQUITY FUND; 231527-3 - ACADIAN EMERGING MARKETS EQUITY II FUND,

LLC; 242142-1 - ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO;

238643-0 - ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY

PORTFOLIO; 239848-9 - ADVANCED SERIES TRUST - AST SCHRODERS GLOBAL TACTICAL

PORTFOLIO; 233431-6 - ALASKA PERMANENT FUN; 239174-3 - ARROWSTREET US GROUP

TRUST; 205041-5 - BELL ATLANTIC MASTER TRUST; 236712-5- BELLSOUTH CORPORATION RFA

VEBA TRUST; 245786-8 - BP PENSION FUND; 244002-7 - BRADESCO LATIN AMERICAN EQUITY

FUND; 205926-9 - CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; 216914-5 - CALIFORNIA

PUBLIC EMPLOYEES RETIREMENT SYSTEM; 240392-0 - CALIFORNIA PUBLIC EMPLOYEES

RETIREMENT SYSTEM; 234234-3 - CANADA PENSION PLAN INVESTMENT BOARD; 245536-9 -

CAUSEWAY INTERNATIONAL OPPORTUNITIES FUND; 243349-7 - CITY OF NEW YORK GROUP

TRUST; 243341-1 - CITY OF NEW YORK GROUP TRUST; 243362-4 - CITY OF NEW YORK GROUP

TRUST; 243361-6 - CITY OF NEW YORK GROUP TRUST; 243342-0 - CITY OF NEW YORK GROUP

TRUST; 219048-9 - COLLEGE RETIREMENT EQUITIES FUND; 242169-3 - EATON VANCE

MANAGEMENT; 241304-6 - EVTC CIT FOF EBP-EVTC PARAMETRIC SEM CORE EQUITY FUND TR;

249509-3 - FIDELIS INSURANCE BERMUDA LIMITED; 240870-0 - FIDELITY

RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING MARKETS FUND; 249530-1 -

FIDELITY SALEM STREET TRUST: SPARTAN TOTAL INTERNATIONAL INDEX FUND; 213448-1 -

FLORIDA STATE BOARD OF ADMINISTRATION; 231312-2 - FUTURE FUND BOARD OF GUARDIANS;

236949-7 - GMAM INVESTMENT FUNDS TRUST; 262406-3 - GOLDMAN SACHS TRUST II- GOLDMAN

SACHS MULTI-MANAGER GLOBAL EQUITY FUND; 233775-7 - HP INVEST COMMON

CONTRACTUAL FUND ; 207924-3 - IBM 401(K) PLUS PLAN; 248268-4 - INTERNATIONAL EQUITY

FUND; 245814-7 - ITAÚ FUNDS - LATIN AMERICA EQUITY FUND; 230539-1 - JAPAN TRUSTEE

SERVICES BANK, LTD. RE: RTB DAIWA LATIN AMERICA EQUITY FUND; 219184-1- JAPAN

TRUSTEE SERVICES BANK, LTD. RE: STB DAIWA BRAZIL STOCK MOTHER FUND; 235177-6 -

JAPAN TRUSTEE SERVICES BANK, LTD. RE: STB DAIWA EMERGING EQUITY FUNDAMENTAL

INDEX MOTHER FUND; 233766-8 - JAPAN TRUSTEE SERVICES BANK, LTD. STB BRAZIL STOCK

MOTHER FUND; 232996-7 - KAISER PERMANENTE GROUP TRUST; 210168-0 - LELAND STANFORD

JUNIOR UNIVERSITY; 245573-3 - NORGES BANK; 245633-0 - NORGES BANK; 244534-7 -

NORTHERN TRUST COLLECTIVE EAFE SMALL CAP INDEX FUND-NON LENDING; 230131-0 - NTGI -

QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND –

LENDING; 240771-2 - OMERS ADMINISTRATION CORPORATION; 248988-3 - OREGON PUBLIC

EMPLOYEES RETIREMENT SYSTEM; 246867-3 - PANAGORA DIVERSIFIED RISK MULTI-ASSET

FUND, LTD; 243166-4 - PARAMETRIC EMERGING MARKETS CORE; 214908-0 - PARAMETRIC

EMERGING MARKETS FUND; 207911-1 - PARAMETRIC TAX-MANAGED EMERGING MARKETS

FUND; 247241-7 - PIMCO EQUITY SERIES: PIMCO RAE FUNDAMENTAL EMERGING MARKETS

FUND; 231190-1 - PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC; 218024-6 -

POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO; 248272-2 - ROBECO UMBRELLA

FUND I N.V.; 248593-4 - SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC -

FUNDAMENTAL LOW VOLATILITY INDEX EMERGING MARKETS EQUITY FUND; 241955-9 –

SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL INDEX EMERGING

MARKETS EQUITY FUND; 215528-4 - SPDR S&P EMERGING LATIN AMERICA ETF; 215529-2 - SPDR

S&P EMERGING MARKETS ETF; 219296-1 - SPDR S&P EMERGING MARKETS SMALL CAP ETF;

237197-1 - SSGA SPDR ETFS EUROPE I PLC; 247565-3 - STATE OF NEW JERSEY COMMON

PENSION FUND D; 205143-8 - STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST;

234649-7 - STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT

RETIREMENT PLANS; 219297-0 - STATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS -

MSCI EM MKTS SMALL CAP INDEX SEC LENDING FD; 244587-8 - STATE STREET MSCI

ACWI EX USA IMI SCREENED NON-LENDING COMMON TRUST FUND; 241315-1 - STATE STREET

RUSSELL RAFI GLOBAL EX-U.S. INDEX NON-LENDING COMMON TRUST FUND; 247305-7 -

SUNSUPER SUPERANNUATION FUND; 231235-5 - TEACHER RETIREMENT SYSTEM OF TEXAS;

245451-6 - TEACHER RETIREMENT SYSTEM OF TEXAS; 246772-3 - TEXAS MUNICIPAL

RETIREMENT SYSTEM; 220311-4 - THE BANK OF NEW YORK MELLON EMPLOYEE BENEFIT

COLLECTIVE INVESTMENT FUND PLAN; 210338-1 - THE MONETARY AUTHORITY OF SINGAPORE;

207772-0 - THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; 233437-5 - TRUST &

CUSTODY SERVICES BANK, LTD.RE: BRAZIL INFRASTRUCTURE EQUITY FUND; 244600-9 - UAW

RETIREE MEDICAL BENEFITS TRUST; 244601-7 - UAW RETIREE MEDICAL BENEFITS TRUST;

244599-1 - UAW RETIREE MEDICAL BENEFITS TRUST; 211584-3 - UTAH STATE RETIREMENT

SYSTEMS; 232100-1 - VANECK VECTORS BRAZIL SMALL-CAP ETF; 237524-1 - VANGUARD

EMERGING MARKETS SELECT STOCK FUND; 215784-8 - VANGUARD EMERGING MARKETS

STOCK INDEX FUND; 231632-6 - VANGUARD FTSE ALL-WORLD EX-US SMALL-CAP INDEX FUND, A

SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; 262327-0 - VANGUARD

INVESTMENTS FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX FUND; 220176-6 -

VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL

EQUITY INDEX FUNDS; 237315-0 - VERIZON MASTER SAVINGS TRUST; 203128-3 - VIRGINIA

RETIREMENT SYSTEM; 244198-8 – VKF INVESTIMENTS LTD; 240342-3 - WASHINGTON STATE

INVESTMENT BOARD; 247120-8 - WASHINGTON STATE INVESTMENT BOARD; 245081-2 -

WELLINGTON MANAGEMENT FUNDS (LUXEMBOURG) - WELLINGTON EMERGING MARKETS

RESEARCH EQUITY FUND; 248648-5 - WELLINGTON MANAGEMENT FUNDS (LUXEMBOURG)

II SICAV - WELLINGTON GLOBAL MULTI-ASSET TARGET RETURN FUND; 246821-5 - WELLS

FARGO BANK DECLARATION OF TRUST ESTABLISHING INVESTMENT FUNDS FOR EMPLOYEE

BENEFIT TRUSTS ; 232478-7 - EROX CORPORATION RETIREMENT & SAVINGS PLAN; BNP

PARIBAS ASSET MANAGEMENT BRASIL LTDA.: 7488-6 - BNP PARIBAS ACTION MASTER FIA;

7487-9 - BNP PARIBAS AURORA FI MULTIMERCADO; 7483-9 - BNP PARIBAS FI ADVANCE AÇÕES

PREVIDENCIÁRIO; 7484-8 - BNP PARIBAS GRANVILLE FIM; 7487-8 - BNP PARIBAS LONG AND

SHORT FI MULTIMERCADO; 7485-2 - BNP PARIBAS MASTER IBRX FUNDO DE INVESTIMENTO

AÇÕES; 7485-7 - BNP PARIBAS PGBL DINÂMICO FI MULTIMERCADO PREVIDÊNCIÁRIO; 7485-6 -

BNP PARIBAS PGBL MODERADO FI MULTIMERCADO PREVIDÊNCIÁRIO; 7484-1 - BNP PARIBAS

RADICE II FI AÇÕES; 7484-3 - FUNDO DE INVESTIMENTO EM AÇÕES FUNEPP; 7484-2 - FUNDO DE

INVESTIMENTO EM AÇÕES MULTIPLY VARIABLE; 7672-9 - METLIFE PREVIDENCIARIO C15 FUNDO

DE INVESTIMENTO MULTIMERCADO; 7484-5 - MULTIPREV CARTEIRA 14 - FI MULTIMERCADO

CREDITO PRIVADO; 7484-9 - ZURICH BNPP MASTER AÇÕES PREVIDENCIÁRIO FI; We state that

the text is a faithfull transcription of the Minute of the Ordinary and Extraordinary Shareholders Assemblies

held on April 26 (twenty six), 2017, drawn up in the book of Minutes of General Assemblies.

São Paulo, April 26, 2017.

Mauro Guilherme Jardim Arce Vera Lúcia Sanches do Nascimento

Board Chairman Secretary