By Laws

Estatuto Social

Estatuto Social

Chapter I Name, Headquarters, Duration and Purpose

Article 1 Alupar Investimento S.A. is a joint-stock company (“Company”) governed by these Bylaws and applicable legal and regulatory rules, including Law 6,404 of December 15, 1976, as amended (“Brazilian Corporation Law“) and Level 2 Listing Rules of BM&FBOVESPA S.A. – Securities, Commodities and Futures Exchange (“Level 2 Rules” and “BM&FBOVESPA“, respectively).

Sole Paragraph As the Company‘s was accepted at the special listing segment referred to as Corporate Governance Level 2 of BM&FBOVESPA S.A. (“Level 2“), the Company, its shareholders, administrators and members of the Fiscal Council, when instated, are subject to the Level 2 Rules.

Article 2 The Company’s head offices are located in the city and state of São Paulo.

Sole Paragraph Based on a resolution by the Executive Board, the Company, in compliance with provisions of caput of this article, may change the address of its head offices, open, change, close or alter the addresses of branches, offices or representative offices in any part of Brazil or abroad, subject to legal requirements.

Article 3 The Company’s purpose is (i) to hold interest in other companies operating in the energy and infrastructure sectors in Brazil or abroad, as shareholder or quotaholder; (ii) to generate, transform, transport, transmit, distribute and sell energy in any form; (iv) conduct feasibility studies and projects, build, operate and maintain power generation plants, transmission and transport lines, substations, distribution networks, and provide any other similar or complementary services; and (iv) provide any other services or activities in the infrastructure area.

Article 4 The Company’s duration is indeterminate.

Chapter II Capital and Shares

Article 5 The Company‘s fully subscribed and paid-up share capital is R$ 2,148,533,196.50, divided in 750,886,270 shares, of which 554,233,455 are common shares and 196,652,815 are  preferred shares, all book-entry, registered and with no par value.

Article 6 Each common share corresponds to one (1) vote at the deliberations of the Shareholders’ Meetings.

Sole Paragraph The common shares may, at any time upon request from their holders, be converted into preferred shares at the ratio of one (1) common share for one (1) preferred share, provided they are paid up and subject to the legal limit and the chronological order of receipt of requests. The conversion requests should be submitted by shareholders, in writing, to the Executive Board. The conversion requests received and accepted by the Executive Board shall be ratified at the first meeting of the Board of Directors.

Article 7 The preferred shares do not entitle their holders the right to vote at the deliberations of the Shareholders’ Meeting, except on matters specified in the First Paragraph below. Such preferred shares have the following advantages:

a) priority in capital reimbursement, without premium;

b) profit sharing equally distributed to common shareholders; and

c) the right to be included in a public tender offer as a result of the Company’s Sale of Control by the same price and conditions offered to the Selling Controlling Shareholder.

Paragraph 1 Any preferred shares issued have the right to vote on any deliberations of the Shareholders’ Meeting on:

a) the Company’s transformation, incorporation, merger or spin-off;

b) approval of agreements between the Company and its Controlling Shareholder, as defined in the Sole Paragraph of Article 25 of these Bylaws, directly or through third parties, as well as other companies in which the Controlling Shareholder holds interest, whenever they are resolved at the Shareholders‘ Meeting by force of law or these Bylaws;

c) valuation of the assets allocated for payment of the Company‘s capital increase;

d) selection of the specialized company or institution to determine the Company’s economic value, pursuant to Paragraphs 1 and 2, Article 28 of these Bylaws; and

e) amendment or revocation of provisions of the Bylaws that change or modify any of the requirements provided for in item 4.1 of Level 2 Rules, except that the voting right shall prevail while the Corporate Governance Level 2 Listing Agreement is in force (“Level 2 Agreement“).

Paragraph 2 The Company is forbidden to issue founder’s sharesthrough the issue of common .

Article 8 The Company may at any time, by decision of the Shareholders’ Meeting or in the assumption provided for in Paragraph 1 below, or the Board of Directors: a) issue common and preferred shares or create classes of preferred shares or increase the number of preferred shares of existing classes without maintaining the proportion among the types and/or classes of existing shares or which may be issued, observing the limit of fifty percent (50%) of all shares issued for preferred shares without voting rights or with restricted voting rights, which may or not be redeemable and may or not have par value; b) approve the redemption of shares in compliance with Article 44, Paragraph 6 of the Brazilian Corporation Law.

Paragraph 1 The Company is authorized to increase its capital by a resolution of the Board of Directors, regardless of any amendment to the Bylaws, through the issue of common and/or preferred shares, up to one billion (1,000,000,000) shares. The Board of Directors shall set forth the issue conditions, including price and payment conditions.

Paragraph 2 The Company may, with in the authorized capital specified in Paragraph 1 above and in accordance with the plan approved by the Shareholders’ Meeting, grant stock options to its administrators or employees, or to individuals rendering services to the Company or a company under its control.

Paragraph 3 Within the authorized limit of capital, the Board of Directors may resolve on the issue of warrants and debentures convertible into shares.

Paragraph 4 Shareholders will be entitled to preemptive rights for subscribing to new shares or any securities convertible to shares in proportion to their shareholdings, and shall exercise said rights within thirty (30) days. However, at the discretion of the Board of Directors, this preemptive right may be excluded or the exercise period may be reduced, in the issue of shares (including shares represented by Units, as defined in Article 39 of these Bylaws), debentures convertible into shares or warrants, whose placement occurs through a sale on the stock exchange or public subscription or share swap, in a public tender offer for the acquisition of Control, in accordance with the Brazilian Corporation Law, within the limit of authorized capital.

Paragraph 5 The Company by resolution of the Board of Directors may acquire its own shares to be held in treasury and subsequent disposal, inclusive within the scope of stock option plans or share subscription approved under the terms of these Bylaws, or cancel, up to the balance of profit and reserves, except for legal reserve, without decreasing share capital, observing the rules issued by the Brazilian Securities and Exchange Commission (“CVM“) and other applicable provisions.

Article 9 All of the Company’s shares are registered, book-entry shares held in a deposit account at a financial institution authorized by CVM on behalf of their holders, pursuant to applicable legislation. The depositary financial institution may charge shareholder for the cost of transfer of ownership and registration of shares, as well as the service costs related to the book-entry shares, subject to the maximum limits set out by the CVM.

Article 10 In cases of reimbursement of shares provided for by laws, the reimbursement amount will be the net book value of the shares according to the last statement of financial position approved by the Shareholders’ Meeting or a special statement of financial position, in the circumstance and terms provided for in Article 45, Paragraph 2 of the Brazilian Corporation Law, following the criteria for the valuation of assets and liabilities set forth by corporation law and generally accepted accounting principles.

Article 11 Every person, individually, jointly or representing same interest, who acquires shares issued by the Company, is required to disclose, through notice to the Company, the acquisition of shares which, added to those already held, represent a percentage equal to or exceeding five percent (5%) of the Company’s capital. The holders of debentures or other securities convertible into shares and warrants shall have same requirement, ensuring their holders the acquisition of shares at the percentages provided for in this Article 11. Without prejudice to other sanctions set forth by laws and CVM rules, shareholder who failed to comply with this obligation may have his rights suspended, as per Article 120 of the Brazilian Corporation Law and Article 14, item “d” of these Bylaws, except for the basic rights provided for in Article 109 of the Brazilian Corporation Law, ceasing the suspension, as soon as the obligation is complied with.

Sole Paragraph The notice to the Company referred to by caput of this Article 11 shall be made within two (2) business days as of the date of effective share acquisition by sending a written notice to the Company’s investor relations department, with receipt acknowledgment.

Chapter III Shareholders’ Meetings

Article 12 The Shareholders’ Meeting shall be held ordinarily once a year, in the four (4) months immediately after the end of the fiscal year and, extraordinarily whenever the Company’s interests so require. All the applicable legal and regulatory rules and these Bylaws should be complied with while calling and installing the meeting and as well as resolving on the agenda.

Article 13 The Shareholders’ Meeting will be held and presided over by the Chairman of the Board of Directors or, during his absence, by the Vice Chairman of the Board of Directors or, during his absence, by any other Board member elected by a simple majority of the shareholders attending the Meeting. The chairman of the meeting will invite one of the attending shareholders to act as his secretary at the meeting.

Paragraph 1 Without prejudice to Article 123, Sole Paragraph of the Brazilian Corporation Law, the Shareholders’ Meeting should be called by the Chairman or the Vice Chairman of the Board of Directors, through a call notice published at least fifteen (15) days in advance, on first call, and eight (8) days in advance, on second call.

Paragraph 2 The Minutes of the Shareholders’ Meeting will be filed at the Board of Trade within thirty (30) days from the date of holding the meeting and published in accordance with the Brazilian Corporation Law.

Paragraph 3 The Shareholders’ Meeting can only deliberate on the agenda items specified in the respective call notices, except in cases envisaged by the Brazilian Corporation Law.

Paragraph 4 Shareholders shall submit, at least, seventy-two (72) hours before the Shareholders’ Meeting, their identity document and proof of shareholding issued by the depositary financial institution.

Article 14 In addition to the matters provided for in Article 8 of these Bylaws, the Shareholders’ Meeting has powers to:

a) deliberate on amending the Company’s Bylaws;

b) elect and remove, at any time, the members of the Board of Directors and the Fiscal Council, if instated;

c) analyze, annually, the management accounts and resolve on the financial statements submitted thereby;

d) suspend the exercise of rights of the shareholder who fails to comply with the obligations required by laws or these Bylaws;

e) deliberate on the valuation of the assets allocated for payment of the Company‘s capital increase;

f) deliberate on the issue of shares and warrants, except when the issue of shares occurs within the limit of authorized capital;

g) set the overall compensation of members of the Board of Directors and Executive Board, as well as members of the Fiscal Council, if instated;

h) deliberate on the transformation, merger, incorporation, spin-off, dissolution and liquidation of the Company, elect and remove liquidators and appreciate their accounts;

i) authorize the issue of debentures, except in the case of non-convertible debentures or in case of debentures convertible into shares, when the issue occurs within the limit of authorized capital, whose issues, in both assumptions provided for above, will be authorized by the Board of Directors;

j) deliberate on the company’s deregistering as a publicly-held company;

k) deliberate on the Company’s delisting from Level 2;

l) select the specialized company or institution to determine the Company’s economic value in case of the company’s deregistering as a publicly-held company or its delisting from Level 2;

m) approve the stock option plans or share subscription plans for management and employees of the Company, as well as individuals rendering services to the Company or a company under its control, without preemptive rights for shareholders;

n) deliberate on any matter submitted by the Board of Directors;

o) deliberate on the Company’s in court or out-of-court reorganization or petition for bankruptcy; and

p) resolve on the cases not mentioned herein, abiding by provisions of the Brazilian Corporation Law and Level 2 Rules.

Sole Paragraph The resolutions of Shareholders’ Meetings, other than the exceptions provided for by laws and subject to Article 28, Paragraph 2 of these Bylaws shall be taken by majority vote, excluding absentees’ votes.

Chapter IV Company Management

Article 15 The Company shall be managed by a Board of Directors and an Executive Board, with powers granted by applicable legal and regulatory rules and pursuant to these Bylaws.

Paragraph 1 The resolutions of the Board of Directors and the Executive Board will be recorded in the minutes drawn up and signed in the Company’s books.

Paragraph 2 The members of the Board of Directors and Executive Board will take office within thirty (30) days following their election by signing the instrument of investiture drawn up in the Company’s records for this purpose, with waiver of management pledge, but will be subject to the requirements, impediments, duties, obligations and responsibilities provided for in Articles 145 to 158 of the Brazilian Corporation Law.

Paragraph 3 After the Company signs the Level 2 Agreement, the investiture of the members of the Board of Directors and the Executive Board in the respective positions will be subject to their previous signature of the Management Statement of Consent, pursuant to Level 2 Rules and the compliance with applicable legal requirements.

Section I Board of Directors

Article 16 The Board of Directors is composed of, at least, seven (7) and up to ten (10) members and any alternate member(s), if appointed by Shareholders, all of them elected and removed from office by the Shareholders’ Meeting, residents of Brazil or not, for a combined two-(2) year term of office, and reelection is authorized.

Paragraph 1 Without prejudice to the caput of this Article, the Board members shall remain in office until their successors are elected and take office.

Paragraph 2 The Board of Directors shall be composed of, at least, twenty per cent (20%) independent members, pursuant to Level 2 Rules, who shall be expressly declared as such in the minutes of the Shareholders’ Meeting to elect them. Those elected in accordance with this caput and Paragraphs 4 and 5 of Article 141 of the Brazilian Corporation Law shall also be considered Independent Board Members and will not have alternate members.

Paragraph 3 If the percentage established in Paragraph 2 above results in a fraction, the number should be rounded off, pursuant to Level 2 rules.

Paragraph 4 The positions of Chairman of the Board of Directors and the Company’s Chief Executive Officer cannot be cumulated by same person, except for provisions of Level 2 Rules.

Paragraph 5 The Shareholders’ Meeting will appoint the Chairman and Vice- Chairman of the Board of Directors among those elected. The Chairman of the Board of Directors or, in case of his absence or temporary impediment, the Vice-Chairman, will be responsible for convening and presiding over the Board of Directors’ Meetings.

Paragraph 6 In case of impediment or temporary absence of the Chairman of the Board of Directors, he will be replaced by the Vice-Chairman and if he is also impeded or temporarily absent, he will be replaced any other Board member and elected by a simple majority of attending Board members. Said member will perform all the acts empowered to the Chairman, during the period of impediment or absence of the latter.

Paragraph 7 If the position becomes vacant due to decease, resignation or a lengthy or permanent impediment of the Board member, the Board of Directors will elect, by simple majority, his deputy, whose term of office will expire at the first subsequent Shareholders’ Meeting. If the majority of the positions on the Board become vacant, the Shareholders’ Meeting will be called to elect the new Board members. If all the positions on the Board become vacant, the Executive Board should urgently call the Shareholders’ Meeting.

Paragraph 8 Any Board member may be replaced by his alternate, if available, even if temporarily, except for the Independent Board members.

Article 17 The Board of Directors will meet whenever called by its Chairman or, during his absence or temporary impediment, by its Vice-Chairman, at least, five (5) days in advance, on first call, and two (2) days on second call. The call notice should be accompanied by the meeting agenda.

Paragraph 1 Regardless of the formalities in this Article 17, the Board of Directors’ Meetings in which all the members attend the meeting or all acting members are represented.

Paragraph 2 The Board of Directors’ meetings shall only be held on first call with the attendance of the majority of its members and on second call, with any number of members. At the Board meetings, the Board member absent may participate by audio or video conference call and may vote by letter, fax or email, if these are received before the meeting.

Paragraph 3 The Board of Directors‘ Meetings will be instated and presided over by the Chairman of the Board of Directors or, during his absence, the Vice Chairman of the Board of Directors or, during his absence, by any Board member elected by a simple majority of the attending Board members.

Paragraph 4 The minutes shall be drawn up at the end of the meeting and signed by all the Board members physically or remotely attending the meeting, and subsequently transcribed in the Minutes Book of the Company’s Board of Directors. The votes cast by Board members in accordance with Article 17, Paragraph 2 in fine of these Bylaws should be recorded in the Minutes Book of the Board of Directors, and a copy of the letter, fax or email, where applicable, containing the Board member’s vote, shall be attached to the Minutes Book immediately after the transcription of the Minutes.

Paragraph 5 The minutes of the meetings containing the resolutions that affect third parties will be filed at the Board of Trade within thirty (30) days as of the date of the Board of Directors‘ meeting and published in accordance with Article 289 of the Brazilian Corporation Law.

Article 18 The Board of Directors, in addition to its exclusive powers lay down by law, is also empowered to:

a) set the overall guideline of the company’s business and the investment budget for each year;

b) elect, accept the resignation, deliberate on request for temporary leave, nominate replacements and remove the Executive Officers, as well as entrust them with specific duties within the scope of these Bylaws;

c) monitor the Executive Officers’ management, examine, at any time, the corporate books and documents, as well as request information on any Management acts;

d) call the Shareholders’ Meetings in accordance with these Bylaws under the circumstances envisaged by laws and when deemed convenient;

e) express opinion on the Management report, financial statements and the Executive Board accounts to be submitted to the Shareholders’ Meeting, as well as the proposal for the allocation of the profit for the year;

f) authorize operations that individually involve assets, liabilities, provision of guarantees and sureties, constitution of lien on assets, loans, financing agreements and other legal matters involving substantial amounts, that is, which exceed five percent (5%) of the Company’s total assets, as well as the disposal of its properties, and investments in amounts higher than those budgeted for each year;

g) deliberate on the acquisition of shares and debentures issued by the Company for cancellation or to be held in treasury, as well as for resale or placement in the market, subject to the rules of the Brazilian Securities and Exchange Commission and other applicable legal and regulatory rules;

h) determine the drawing up of trial statements of financial position for periods shorter than one year and deliberate on the payment of interim dividends to shareholders in accordance with these Bylaws;

i) deliberate on the issue of simple, unsecured non-convertible debentures and the public issue of debt instruments such as bonds, notes, commercial papers and others commonly used in the market to raise funds, as well as deliberate on the respective terms referred to in clauses VI to VIII of Article 59 of the Brazilian Corporation Law;

j) deliberate on the signing or termination of agreements and obligations of any nature between the Company and the administrators and/or the Controlling Shareholder, directly or through third parties, as well as other companies in which the administrators and/or the Controlling Shareholder hold interest, which involve substantial amounts, that is, exceeding three hundred thousand reais (R$300,000.00) per agreement. Any member of the Board of Directors may request an independent evaluation to review the terms and conditions of the proposal submitted and its suitability with the market conditions. This rule shall not apply to the agreements executed between the Company and other companies in which it holds direct or indirect interest, as well as agreements directly signed between these companies;

k) deliberate on the capital increase within the limits of authorized capital, pursuant to Paragraphs 1 to 4, Article 8 of these Bylaws, through the issue of new common and/or preferred shares, warrants, debentures convertible into shares or subscription rights and, in the case of issue of new shares, including shares to be represented by Units (as defined in Article 39 of these Bylaws), deliberate on the issue price, mode of subscription and payment, the period and method of exercising the preemptive rights and other issue-related conditions;

l) select and remove the Company’s independent auditors;

m) deliberate on the acquisition and sale of interest in other companies, participation in public bids and on the incorporation of subsidiaries, always considering the company’s purpose;

n) deliberate on the submission, by the Company, of the petition for bankruptcy or in court or out-of-court reorganization, as well as, if urgent, to resolve on the effective filing by the Company of a petition for bankruptcy or in court or out-of-court reorganization, pursuant to the Sole Paragraph of Article 122 of the Brazilian Corporation Law;

o) deliberate on the exercise of the voting right by the Company in its subsidiary, as well as appoint the administrators, executive officers, and members of the Board of Directors and Fiscal Council of the Company’s subsidiaries and/or companies in which the Company holds interest;

p) distribute the Management’s overall compensation fixed annually by the Shareholders’ Meeting among the members of the Company’s Board of Directors and Executive Board;

q) define and submit to the Shareholders’ Meeting, a list of three companies specialized in the economic valuation to prepare the valuation report of the Company’s shares for the public tender offer of the Company shares in the event of the company’s deregistering as a publicly-held company from the CVM, in accordance with Chapter VII of the Company’s Bylaws, or the Company’s delisting from Level 2, pursuant to Chapter VIII of these Bylaws;

r) within the authorized capital and according to the plan previously approved by the Shareholders’ Meeting, grant stock options or share subscription to the Company’s administrators or employees or to individuals rendering services to the Company or its subsidiaries, without preemptive right for shareholders;

s) deliberate on other matters under its authority as envisaged by laws or these Bylaws; and

t) render a favorable opinion or contrary to any public tender offer, the purpose of which is the shares issued by the Company, through a substantiated opinion, released within fifteen (15) days as of the publication of the notice for the public tender offer, which shall include, at least, (i) the convenience and the opportunity of the public tender offer as to the joint interest of shareholders and in relation to the liquidity of its securities; (ii) the effects of the public tender offer on the Company‘s interests; (iii) the strategic plans disclosed by the offeror in relation to the Company; (iv) other issues the Board of Director deems relevant, as well as the information required by CVM’s applicable rules.

Paragraph 1 The resolutions of the Board of Directors will be taken by majority vote. In case of a tie, the casting vote rests with the Chairman or, where applicable, the Board member acting as his replacement.

Paragraph 2 The Board of Directors may set up committees with technical and/or advisory duties, such as the Compensation, Processes and Ethics, Contracting of Related Parties, Succession and Audit Committees and define their duties, specific aspects with regard to deliberations and also elect the members of said committees.

Paragraph 3 The resolution on the matter referred to in item “j” of the caput of Article 18 of these Bylaws will be subject to the approval by the majority vote of the Board of Directors, with the favorable vote of two (2) independent board members.

Paragraph 4 The amount described in letter “j”, caput of Article 18 hereof will be annually adjusted by IGP-M (General Market Price Index), as of this date.

Section II Executive Board

Article 19 The Executive Board will consist of, at least, two (2) and at most six (6) members, shareholders or not, residing in Brazil, elected by the Board of Directors for a two- (2) year combined term of office and may be removed from office any time. The Executive Board members are eligible for reelection and may hold more than one position. Regardless of the date of their election, the terms of office of the executive officers will end on the date of the first Board of Directors’ meeting subsequent to the Shareholders’ Meeting that will analyze the accounts relating to the last fiscal year under their tenure. The following positions are mandatory: (i) Chief Executive Officer (CEO), (ii) Vice Chief Executive Officer (Vice CEO); (iii) Chief Commercial Officer; (iv) Chief Administrative and Financial Officer; (v) Chief Technical Officer; and (vi) Investor Relations Officer.

Paragraph 1 Up to one third (1/3) of the Board of Directors may be elected as executive officers.

Paragraph 2 Without prejudice to the caput of this Article 19, members of the Executive Board will remain in office until their successors are elected and take office.

Paragraph 3 In case of impediment or temporary absence of an Executive Officer, said officer will be replaced by another Officer, who will perform the duties temporarily, elected by a simple majority of the attending executive officers.

Paragraph 4 If the position becomes vacant due to the decease, resignation or lengthy or permanent impediment of the Officer, the Chairman of the Board of Directors will designate another Officer, who will temporarily cumulate the duties of the Officer replaced until the next meeting of the Board of Directors or the expiration of the temporary impediment of the Officer replaced. The Board of Directors shall ratify the officer designated by the Chairman of the Board of Directors or appoint a new officer who, in case of lengthy impediment of the Officer replaced, will perform said officer’s duties ad interim until the expiration date of the impediment.

Paragraph 5 Any act practiced by any administrator, attorney-in-fact or employee of the Company that involves obligations relating to transactions and operations beyond the scope of the corporate purpose is expressly prohibited and shall be legally null and void without prejudice to the determination of civil or criminal liability, where applicable.

Article 20 The Executive Board will meet (i) annually to draw up the financial statements and the respective report to be submitted to the Board of Directors for approval, pursuant to item “e” of Article 18 above; and (ii) periodically, whenever the company’s interests so require, upon call by any of its members, at least, two (2) days in advance, with the call notice mentioning the agenda. Irrespective of call notice, the Executive Board meetings relying on the attendance of all acting members will be considered valid.

Paragraph 1 The Executive Board meetings only will be instated on first call with the attendance of the majority of its members and on second call, by any quorum. Executive Officers may participate at the meetings by audio or video conference call and, when absent, may vote via letter, fax or e-mail, if received before the meeting.

Paragraph 2 The Executive Board meetings will be called to order and presided over by the Chief Executive Officer or, during his absence, by the Vice Chief Executive Officer and, during his absence, by an officer elected by others.

Paragraph 3 The Executive Board resolutions shall be taken by majority vote. In case of a tie, the casting vote will rest with the Chief Executive Officer or his replacement in the meeting.

Paragraph 4 After the end of the meeting, the Minutes shall be drawn up, which shall be signed by the Officers physically or remotely attending the meeting, and subsequently transcribed in the Book of Minutes of the Executive Board’s Meetings. The votes cast by executive officers in accordance with Article 20, Paragraph 1 in fine of these Bylaws shall likewise be recorded in said Book of Minutes and a copy of the letter, fax or e-mail containing the officer’s vote shall be attached to the Book after the Minutes are transcribed.

Article 21 In addition to the powers necessary to conduct the Company’s business and normal operations, the Executive Board is granted powers to compromise, waive, withdraw, sign commitments, contract obligations, acknowledge debt and sign agreements, acquire, sell and encumber assets and properties, observing the limits and conditions set forth in these Bylaws. The Executive Board is especially empowered:

a) to submit to the Shareholders’ Meeting, after submitting to the Board of Directors and Fiscal Council for their opinion, the Management report and financial statements provided for by laws, as well as the proposal for allocation of profit for the year;

b) to define, based on the guidelines of the Board of Directors, the Company’s business and financial policy;

c) to represent the Company as defendant or plaintiff, in court and out of court, observing the conditions laid down in Article 22 of these Bylaws.

Paragraph 1 The Chief Executive Officer, in addition to coordinating the action of the executive officers and managing the execution of the activities related to the Company‘s general planning, has the following powers and duties: (i) call and preside over Executive Board’s meetings; (ii) generally oversee the powers and duties of the Executive Board; (iii) keep the Board of Directors informed of the Company’s activities and the progress of its operations; and (iv) perform other duties assigned to him by the Board of Directors.

Paragraph 2 The Vice Chief Executive Officer, among other duties that may be assigned to him, will assist the Chief Executive Officer in his duties and replace him during his absence and impediment.

Paragraph 3 The Chief Administrative and Financial Officer, among other powers and duties that may be established, is empowered to: (i) plan, coordinate, organize, supervise and conduct the activities related to the Company’s financial operations, (ii) manage the Company’s consolidated finances; (iii) propose the performance targets and results of the Company’s several departments, the Company’s budget, monitor the Company’s results, draw up the financial statements and the annual Management report; (iv) coordinate the evaluation and implementation of the investment and operations opportunities, including financing opportunities, in the Company’s interest.

Paragraph 4 The Chief Commercial Officer, among other powers and duties that may be established, is empowered to evaluate and monitor the policies, strategies and implementation of the projects in the marketing of products or activities related to the Company’s purpose.

Paragraph 5 The Chief Technical Officer, among other powers and duties that may be established, is empowered to: (i) manage the planning, engineering, operation and maintenance of the power generation system; and (ii) other technical activities, including those related to power generation by the Company.

Paragraph 6 The Investor Relations Officer, among other duties that may be established will (i) represent the Company at the Brazilian Securities and Exchange Commission, as well as before shareholders, investors, stock exchanges, the Central Bank of Brazil and other capital market regulatory agencies; (ii) plan, coordinate and guide the relationship and communication between the Company and its investors, the Brazilian Securities and Exchange Commission and the entities where the Company securities are accepted for trading; (iii) propose the guidelines and rules for relations with the Company’s investors; (iv) comply with capital market laws and disclose to the market relevant information about the Company and its businesses as required by laws; (v) maintain the company‘s books and ensure that the records are made regularly; (vi) oversee the services provided by the depositary financial institution relating to the ownership structure, such as, but not limited to the payment of dividends and bonus shares, purchase, sale and transfer of shares; (vii) ensure the compliance with and execution of the corporate governance rules and Bylaws provisions and legal provisions related to the securities markets; and (viii) either severally or jointly, practice the Company’s usual Management acts.

Article 22 Subject to Paragraph 4 of this Article 22, the Company will be considered bound when represented:

a) jointly by two Officers, subject to Paragraph 2 below;

b) jointly by one Officer and one attorney-in-fact, or jointly by two attorneys-in-fact, according to the extension of powers conferred to them by power of attorney;

c) severally by one Officer or one attorney-in-fact to practice the acts referred to in Paragraph 2, below.

Paragraph 1 When empowering an attorney-in-fact, the Company shall be represented, pursuant to item “a” of this Article 22, by one of the Officers being the Chief Executive Officer or the Vice Chief Executive Officer, except in case of powers of attorney for representation in legal or administrative proceedings.

Paragraph 2 The Company’s representation pursuant to item “c” of this Article 22 is restricted to: (i) representing the Company as a shareholder or quotaholder at Shareholders’ Meetings or quotaholders’ meetings of companies controlled thereby or in which it holds interest; (ii) representing the Company at any international, federal, state and municipal public agencies, including for legal purposes; (iii) endorsing checks for deposit in the Company’s bank accounts; (iv) representing the Company at the Labor Courts and Unions; (v) admission, suspension or dismissal of the Company’s employees and/or representatives in labor agreements; and (vi) representing the Company in public bids.

Paragraph 3 Except for legal purposes and ad judicia and ad negotia powers of attorney granted within the scope of loan agreements, the validity of which will occur until the final settlement of Loan Agreements, all powers of attorney granted by the Company will be valid for a specified period, not exceeding one (1) year.

Paragraph 4 The Company’s representation in operations that individually involve assets, liabilities, tendering of guarantees or sureties, creation of lien on assets, loans, financing agreements and other legal issues in excess of five hundred thousand reais (R$500,000.00) shall occur with the signature of any Executive Officer or attorney-in-fact jointly with the Chief Executive Officer or Vice Chief Executive Officer, except in cases of the Company’s representation in bidding processes, pursuant to sub-item (vi), Paragraph 2 of Article 22 of these Bylaws.

Article 23 In operations alien to the company’s business and purpose, the Officers are prohibited from tendering guarantees and sureties or contract obligations of any type on the Company’s behalf, except with the prior and express authorization from the Board of Directors.

Sole Paragraph The prohibition mentioned in the caput of this Article 23 shall not apply to the granting of guarantees or sureties, or the assumption of obligations of any type, on behalf of the direct or indirect subsidiaries, as well as on behalf of its associate companies, as long as item “f” of Article 18 of the Company’s Bylaws is complied with.

Chapter V Fiscal Council

Article 24 The Fiscal Council, a non-permanent body, when instated, will consist of, at least, three (3) and at most five (5) members, whether or not shareholders, whose duties are laid down in law. The composition of the Fiscal Council shall comply with Article 161, Paragraph 4 of the Brazilian Corporation Law.

Paragraph 1 The term of office of the Fiscal Council members, when installed, will expire at the Annual Shareholders’ Meeting following the meeting that elected them, with reelection allowed. Their compensation will be determined by the Shareholders’ Meeting to elect them.

Paragraph 2 The Fiscal Council will meet whenever called by any of its members five (5) days in advance and these meetings will be valid if the majority of its acting members attend the meeting.

Paragraph 3 The Fiscal Council members shall take office by signing the respective instrument drawn up in the Company’s records subject to, after the Company having signed the Level 2 Agreement, the signature of the Statement of Consent of Fiscal Council members, in accordance with Level 2 Rules, as well as the compliance with applicable legal requirements. The Fiscal Council members should also, immediately after taking office, inform the Company of the number and type of securities issued by the Company held by them, directly or indirectly, including derivatives.

Chapter VI Sale of Control

Article 25 The sale of the Company’s control, whether in a single operation or through successive operations, should be contracted under the suspensive or resolutory condition that the Buyer undertakes to hold a public tender offer for the shares held by other shareholders of the Company, subject to the conditions and within the period envisaged by laws and Level 2 Rules, so that to ensure them the same treatment given to the Selling Controlling Shareholder.

Sole Paragraph For the purposes of these Bylaws, the expressions Controlling Shareholder, Selling Controlling Shareholder, Sale of Control, Buyer, Power of Control and Economic Value will have the meaning given to them by Level 2 Rules.

Article 26 The public tender offer for the shares referred to in Article 25 of these Bylaws will also be required: (i) in the event of onerous assignment of share subscription rights and other securities or rights related to securities convertible to shares issued by the Company to result in the Company’s Sale of Control; and (ii) in the event of the company’s sale of control that holds the Company’s Power of Control, in this case, Selling Controlling Shareholder will be required to inform BM&FBOVESPA the amount paid to the Company as part of the sale and attach evidentiary document.

Sole Paragraph Who acquires the Power of Control by virtue of a private stock purchase agreement signed with the Controlling Shareholder for any number of shares shall be required to: (i) conduct the public tender offer referred to in Article 25 above; and (ii) pay, pursuant to the following terms, the amount corresponding to the difference between the price of the public tender offer and the amount paid per share eventually acquired at the stock exchange within six (6) months prior to the acquisition date of the Power of Control, duly restated until the payment date. Said amount shall be distributed among those persons who sold the Company shares at the trading sessions where the Buyer made the acquisitions, proportionally to the daily selling net balance of each one. BM&FBOVESPA shall operate the distribution, in accordance with its rules.

Article 27 The Company will not register any transfer of shares to the Buyer or that (those) person(s) eventually holding the Company’s Power of Control while said person(s) does (do) not sign the Statement of Consent of Controlling Shareholders, referred to by Level 2 Rules.

Sole Paragraph The Company will not register in its head offices any shareholders’ agreement that envisages the exercise of Power of Control while its signatories do not sign the Statement of Consent of Controlling Shareholders referred to in the caput of this Article 27.

Chapter VII Delisting of Publicly Held Company

Article 28 In the public tender offer to be conducted by the Controlling Shareholder or the Company for the company’s deregistering as a publicly-held company, the minimum price to be tendered shall correspond to the Economic Value verified in the valuation report prepared pursuant to Paragraphs 1 and 2 of this Article 28, observing the applicable legal and regulatory rules.

Paragraph 1 The valuation report referred to in the caput of this Article 28 shall be prepared by a specialized institution or company with proven experience and independence as to the Company’s decision-making power, its administrators and/or Controlling Shareholder, besides complying with the requirements of Paragraph 1, Article 8 of the Brazilian Corporation Law and specifying the responsibility provided for in Paragraph 6 of this Article. The costs related to the preparation of the report will be fully borne by the offeror.

Paragraph 2 For the purposes of this public tender offer referred to by Chapters VI, VII and VIII of these Bylaws, the Shareholders’ Meeting is solely empowered to select the specialized company or institution, liable for determining the economic value of the Company, from a three-name list submitted by the Board of Directors. The resolution, not computing absentees‘ vote and each share, regardless of type or class, shall be entitled to one vote, to be taken by majority vote of shareholders representing the outstanding shares attending that meeting, if held on first call, it shall rely on the attendance of shareholders representing, at least, twenty percent (20%) of total outstanding shares, or if held on second call, it may rely on the attendance of any number of shareholders representing the Outstanding Shares. For the purposes of these Bylaws, “Outstanding Shares” refer to all the shares issued by the Company, except those held by the Controlling Shareholder, related persons and the Company’s administrators, plus those held in treasury.

Chapter VIII Discontinuance of Differentiated Corporate Governance Practices

Article 29 In the event the shareholders resolve on the Company’s delisting from Level 2, so that its securities are then registered to be traded out of Level 2 or due to the corporate restructuring, in which the company resulting from this restructuring does not have its securities accepted for trading in Level 2 within one hundred and twenty (120) days as of the Shareholders’ Meeting which approved said operation, the Controlling Shareholder shall conduct the public tender offer of shares held by other Company’s shareholders, at least, by their respective Economic Value, to be calculated in valuation report prepared pursuant to Paragraphs 1 and 2, Article 28 of these Bylaws, in compliance with applicable legal and regulatory rules.

Paragraph 1 The Company’s Controlling Shareholder will be exempted from holding the public tender offer mentioned in the caput of this Article 29 if the Company delists from Level 2 due to (i) the execution of the Company’s listing agreement to BM&FBOVESPA’s special listing segment referred to as Novo Mercado (“New Market“), or (ii) if the company resulting from the corporate restructuring obtains authorization for trading its securities at the Novo Mercado within one hundred and twenty (120) days as of the Shareholders’ Meeting which approved said operation.

Paragraph 2 The holding of the Shareholders’ Meeting mentioned in the caput of this Article 29 shall be exempted if the Company’s delisting from Level 2 occurs due to its deregistering as a publicly-held company.

Article 30 In the event there is no Controlling Shareholder, if approved the Company’s delisting from Level 2 so that its securities are then registered for trading out of Level 2, or due to corporate restructuring in which the company resulting from this restructuring does not have its securities accepted for trading in Level 2 or at the Novo Mercado within one hundred and twenty (120) days as of the date of the Shareholders’ Meeting that approved said operation, the Company’s delisting shall be subject to the materialization of the public tender offer under same conditions provided for in Article 29 above of these Bylaws.

Paragraph 1 Said Shareholders’ Meeting shall define the one (those) in charge of conducting the public tender offer, who in attendance of the meeting shall expressly undertake the obligation of conducting the offer.

Paragraph 2 If those in charge of conducting the public tender offer are not defined, in the event the corporate restructuring operation in which the company resulting from this restructuring does not have its securities accepted for trading in Level 2, the shareholders who favorably voted on the corporate restructuring shall conduct said public tender offer.

Article 31 The Company’s delisting from Level 2 due to the failure to comply with the Level 2 Rules is subject to a public tender offer, at least, by the shares Economic Value to be calculated in valuation report referred to by Article 28, Paragraphs 1 and 2 of these Bylaws, observing the applicable legal rules and regulations.

Paragraph 1 The Controlling Shareholder shall conduct the public tender offer provided for in the caput of this Article 31.

Paragraph 2 In the event there is no Controlling Shareholder and the Company’s delisting from Level 2 referred to in the caput of this Article 31 is resolved at the Shareholders’ Meeting, shareholders who voted favorably to the resolution that implied the failure to comply shall conduct the public tender offer provided for in the caput of this Article 31.

Paragraph 3 In the event there is no Controlling Shareholder and the Company’s delisting from Level 2 referred to in the caput of this Article 31 occurs as a result of act or fact of the Management, Management shall call a Shareholders’ Meeting whose agenda shall resolve on how to remedy the failure to comply with the obligations provided for in the Level 2 Rules, or, where applicable, resolve on the Company’s delisting from Level 2.

Paragraph 4 If Shareholders’ Meeting referred to in Paragraph 3 above resolves on the Company’s delisting from Level 2, said Shareholders’ Meeting shall define that one (those) in charge of the public tender offer provided for in the caput of this Article 31, who in attendance of the Shareholders’ Meeting, shall expressly undertake the obligation of conducting the offering.

Article 32 The provisions of Level 2 Rules shall prevail over Bylaws provisions, in the event of any damage to the recipients‘ rights in the public tender offer provided for herein.

Chapter IX Fiscal Year and Distribution of Earnings

Article 33 The fiscal year will start on January 1 and end on December 31 of each year, when the financial statements provided for by applicable laws will be drawn up.

Article 34 Accumulated losses, if any, and the provision for income tax and social contribution on profit will be deducted from the year’s profit before any profit sharing.

Article 35 The profit verified will be allocated successively in the following order, in accordance with Article 202, items I, II and III of the Brazilian Corporation Law:

a) Five percent (5%) will be allocated, prior to any other allocation, to the Legal Reserve, which shall not exceed twenty percent (20%) of the share capital;

b) Based on the proposal by the Management bodies, one portion may be allocated to the Contingency Reserve, as provided for in Article 195 of the Brazilian Corporation Law;

c) Based on the proposal by the Management bodies, one portion may be retained in accordance with the capital budget previously approved, pursuant to Article 196 of the Brazilian Corporation Law;

d) One portion will be earmarked to the payment of mandatory dividend to shareholders, as provided for in Article 36, below;

e) During the year in which the mandatory dividend exceeds the realized amount of profit for the year, the Shareholders’ Meeting may, based on the Management bodies’ proposal, allocate the surplus to the Unrealized Profit Reserve, subject to Article 197 of the Brazilian Corporation Law;

f) Based on the proposal by the Management bodies, the remaining earnings may be fully allocated to the Investment Reserve, subject to the Sole Paragraph below and Article 194 of the Brazilian Corporation Law.

Sole Paragraph The Investment Reserve will have the following characteristics:

a) Its purpose is to preserve the Company’s assets and investment capacity, besides maintaining its interest in its subsidiaries and associated companies;

b) The remaining balance of each year’s profit, after the deductions mentioned in items “a” to “e” above of this Article 35, will be set aside to the Investment Reserve based on a proposal by the Management bodies;

c) The Investment Reserve shall observe the limit provided for in Article 199 of the Brazilian Corporation Law; and

d) Without prejudice to letter “a” of this Paragraph, the Investment Reserve may be used to pay dividends or interest on equity to shareholders.

Article 36 Every fiscal year, shareholders will be entitled to receive as non-cumulative mandatory dividend, fifty percent (50%) of the profit for the year, after adding or subtracting the following: (a) the amount set aside to the Legal Reserve; and (b) the amount allocated to the Contingency Reserve (Article 35, “b”, above), and reversal of same reserve created in previous years.

Paragraph 1 The payment of mandatory dividend may be restricted to the profit that has been realized in accordance with the law.

Paragraph 2 Dividends provided for in this Article 36 will not be mandatory in the fiscal year in which the Executive Board informs the Shareholders’ Meeting that the Company’s financial situation does not allow dividend payment, as provided for in Article 202, Paragraphs 4 and 5 of the Brazilian Corporation Law.

Paragraph 3 The profits registered in the Unrealized Profit Reserve, when realized and not absorbed by losses in subsequent years, should be added to the first dividend declared after they are realized, pursuant to Article 202, clause III of the Brazilian Corporation Law.

Article 37 By decision of the Board of Directors, the Executive Board may draw up half-yearly, interim and intermediary statements of financial position. The Board of Directors, subject to the approval of the Shareholders’ Meeting, may declare dividends or interest on equity to the profit account verified in these statements of financial position to the retained earnings account or existing profit reserves. At the discretion of the Board of Directors, dividends and interest on equity paid to shareholders may be considered as advance payment and imputed to the mandatory dividends referred to in Article 36 above.

Article 38 The Company and its Management shall hold a public meeting with analysts and other stakeholders, at least, once a year to disclose information about the Company’s economic and financial situation, projects and prospects. By December 10 of each year, they should submit to the BM&FBOVESPA and announce to the market, the annual calendar for the next year of scheduled corporate events and the information required by Level 2 Rules.

Chapter X Issue of Units

Article 39 The Company may issue stock deposit certificates, hereinafter referred to as “Units” or severally as “Unit“.

Paragraph 1 Each Unit will represent one (1) common share and two (2) preferred shares issued by the Company and will be issued only: (i) upon a request by shareholders holding the sufficient number of shares needed to compose the Units, as per Paragraph 2 below, subject to the rules to be laid down by the Board of Directors in accordance with these Bylaws, (ii) after a resolution of the Company’s Board of Directors, in case of capital increase within the limit of authorized capital, through the issue of new shares to be represented by Units, or (iii) in cases envisaged by Article 41, Paragraph 2 of these Bylaws.

Paragraph 2 Only shares free of any burden and encumbrance may be deposited for the issue of Units.

Article 40 The Units will be book-entry units and, except in the case of cancellation of Units, the ownership of shares represented by the Units will only be transferred through the transfer of Units.

Paragraph 1 The holder of the Units may at any time request the depositary financial institution to cancel the Units and deliver the respective shares deposited, subject to the rules to be laid down by the Board of Directors in accordance with these Bylaws.

Paragraph 2 The Company’s Board of Directors may, at any time, suspend the possibility of cancelling the Units for a determined period of time provided for in Paragraph 1 of this Article 40, in case of commencement of the public tender offer of the primary and/secondary offering of Units in Brazil and/or abroad, in this case, the suspension period cannot exceed thirty (30) days.

Paragraph 3 Units subject to onus, burden or encumbrance cannot be canceled.

Article 41 The Units will confer to their holders the same rights and advantages as the underlying shares.

Paragraph 1 The right to participate at the Company’s Shareholders’ Meetings and exercise all the rights conferred to the shares represented by the Units, through proof of their ownership, lies exclusively with the holder of the Units. The holder of Unit may be represented at the Company’s Shareholders’ Meetings by an attorney-in-fact empowered in accordance with Article 126, Paragraph 1 of the Brazilian Corporation Law.

Paragraph 2 In the event of stock split, reverse split, bonus shares or issue of new shares through capitalization of profits or reserves, the following rules shall be observed with regard to the Units:

a) In case of an increase in the number of shares, the depositary financial institution will register the deposit of new shares and credit the new Units in the accounts of the respective holders to reflect the new number of shares held by the Unit holders, always maintaining the ratio of one (1) common share and two (2) preferred shares for each Unit. Shares that cannot be converted into Units will be credited directly to the shareholders, without the issue of Units.

b) In case of a decrease in the number of shares issued by the Company, the depositary and financial institution will debit the Units deposit accounts of the holders of the reverse split shares, automatically canceling the sufficient number of Units to reflect the new number of shares held by the holders of Units, always maintaining the ratio of one (1) common share and two (2) preferred shares for each Unit. The remaining shares that cannot be converted into Units will be directly delivered to shareholders, without the issue of Units.

Article 42 In case of exercise of the preemptive rights to subscribe shares issued by the Company, if any, the depositary financial institution will create new Units in the Register of Book-Entry Units and credit these Units to their respective holders so that to reflect the new number of preferred and common shares issued by the Company deposited in the account linked to the Units, always maintaining the ratio of one (1) common share and two (2) preferred shares for each Unit. The shares that cannot be converted into Units will be directly credited to shareholders, without the issue of Units. In case of exercise of preemptive rights for subscription of other securities issued by the Company, no automatic credit of Units shall occur.

Article 43 Unit holders will be entitled to receive shares arising from the spin-off, incorporation or merger involving the Company. In any assumption, the Units will always be created or canceled, where applicable, in the Register of Book-Entry Units on behalf of BM&FBOVESPA, as the respective fiduciary owner, which will credit them in the custody accounts of the respective Unit holders. In the assumption shares are attributed to Unit holders and said shares cannot be converted into new Units, these shares will also be deposited at BM&FBOVESPA, in its capacity as the fiduciary owner of the Units, which will credit them to the custody accounts of the respective holders.

Chapter XI Arbitration

Article 44 The Company, its shareholders, administrators and Fiscal Council members undertake to resolve through arbitration at BM&FBOVESPA’s Market Arbitration Panel, according to their respective Arbitration Rules, all and any dispute or controversy that may arise among them, related to or, especially, stemming from the application, validity, effectiveness, construal and infringement, as well as their effects, of the provisions of the Brazilian Corporation Law, the Company’s Bylaws, the rules of the National Monetary Council, Central Bank of Brazil and Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the capital markets, besides those included in Level 2 Rules, the Rules of the Market Arbitration Panel, the Sanction Rules and the Listing Agreement in Level 2.

Sole Paragraph Without prejudice to the validity of this arbitration clause, the request for urgent measures by the Parties, before setting up the Arbitration Court, shall be submitted to the Judiciary Branch, as provided for in item 5.1.3 of the Market Arbitration Panel Rules.

Chapter XII Final Provisions

Article 45 The Company will enter into liquidation in the cases envisaged by laws and the Shareholders’ Meeting will determine the liquidation conditions and appoint the liquidator. The Fiscal Council shall operate during this period, subject to the legal formalities.

Article 46 The Company will adopt the CVM’s recommendations and BM&FBOVESPA’s corporate governance practices to optimize its performance and protect investor interest through initiatives that ensure transparency, equal treatment to shareholders and accountability.

Article 47 Cases not covered by these Bylaws shall be resolved at the Shareholders’ Meeting and other legal provisions in force shall apply, especially the provisions of the Brazilian Corporation Law.

Article 48 The provisions in (i) the Sole Paragraph of Article 1; (ii) items (k) and (l) of Article 14; (iii) Paragraph 3 of Article 15; (iv)Paragraphs 2, 3 and 4 of Article 16, (v) items (q) and (t) and Paragraph 3 of Article 18; (vi) Paragraph 3 of Article 24; (vii) Chapters VI, VII, VIII and XI; (viii) Article 38; and(ix) Article 46 of these Bylaws will come into effect only as of the date of publication of the Announcement of Commencement of the Public Offering of Units referring to the first public offering of shares issued by the Company and its acceptance at the BM&FBOVESPA‘s Level 2 listing segment.