Maximum global compensation amounts of the Board of Directors and the Board Officers of

CPFL Energia

Global Amount (Board of Directors and Board of Officers)

2010

2011

Approved (R$)

Realized (R$)

Approved AGO 04.28.2011 (R$)

Realized (R$) (from May/2011 to October, 2011)

Management Proposal

3,374,043.97

2,908,401.43

4,569,102.28

3.217.342,93

10.600.879,44

Board of Directors

952,560.00

952.560,00

1,333,584.00

655.206,00

1.333.584,00

Board of Officers

Up to 2,421,483.97

1.955.841,43

Up to 3,235,518.28

2.562.136,93

9.267.295,44

Shareholders

# Shares

Part. %

Secor

190,413,272

24.97%

Pátria Energia

165,362,205

21.68%

FIP Brasil Energia

157,196,439

20.61%

Bradesco FIP

102,872,952

13.49%

DEG

51,025,261

6.69%

GMR

46,051,800

6.05%

FIP Pátria

29,042,714

3.81%

Roberto

6,887,172

0.90%

Guilherme

6,887,172

0.90%

Marcelo

6,887,172

0.90%

Total

762,626,159

100.00%

Reference

Description

Parties

CPFL Energia S.A.

CPFL Geração de Energia S.A.

CPFL Comercialização Brasil S.A.

Pátria Energia – Fundo de Investimento em Participações

Secor LLC

Fundo de Investimento em Participações Multisetorial Plus

DEG – Deutsche Investitions und Entwicklungsgesellschaft mbH

GMR Empreendimentos Energéticos Ltda.

Roberto Sahade

Guilherme Sahade

Marcelo Sahade

Fundo de Investimento em Participações Brasil Energia

Pátria Energia Renovável – Fundo de Investimento em Participações em Infraestrutura

ERSA – Energia Renováveis S.A.

Purpose

The implementation of the Association occurred through the following acts:

(i) request of prior authorization from ANEEL and BNDES, within 15 days from signing of the Association Agreement, to implement the steps described in items (ii) to (v) below;

(ii) constitution of a new company by CPFL Brasil and by CPFL Geração, in order to concentrate all the renewable energy assets of property of the CPFL group (“CPFL Assets”) into a sole company (“Nova CPFL”), as well as the constitution of new companies by CPFL Geração (“PCH’s Companies”) for the segregation of small hydroelectric power plants of its own property. (“PCH’s Assets”); 

(iii) segregation, by CPFL Geração, of the assets and liabilities that currently constitute the PCH’s Assets, and their respective contribution in increasing the corporate capital of the PCH’s Companies;

(iv) contribution, by CPFL Geração and by CPFL Brasil, of the CPFL Assets, in increase of the corporate capital of Nova CPFL;

(v) merger of Nova CPFL into ERSA and the consequent amendment of the corporate name of the company to CPFL Energias Renováveis S.A.; and

(vi) celebration of a shareholders’ agreement by and among CPFL Geração, CPFL Brasil, ERSA Block and CPFL Renováveis (the “Shareholders’ Agreement”). 

Precedent Conditions

Conditions for the closing by CPFL: Among other conditions, the main precedent conditions to the closing obligation by CPFL were the following, which were satisfactorily fulfilled by ERSA Block and by ERSA:

Governmental and Regulatory Authorizations, and from Third Parties. ANEEL and the BNDES had approved the implementation of the transactions contemplated hereby.

Debentures’ conversion. The ERSA Block and ERSA had converted the all debentures issued by ERSA according to the Deed of 1st (first) Private Emission of Debentures held on August 15, 2007 and as the Deed of 2^nd (second) Private Emission of Debentures held on December 23, 2008 in emission of ordinary shares of the Company.

Conversion/Termination of Subscription Warranties. The ERSA Block and ERSA had cleared all the subscription warranties currently issued by the Company in ordinary shares of it.

Termination of Agreements with Related Parties. On the Closing Date, the ERSA Block and ERSA carried out the termination of the following contracts entered into by them, granting mutual release for the obligations undertaken due to the referred instruments: (a) Investment and Other Covenants Agreement and Complementary Agreement to the Investment and Other Covenants Agreement entered into by Pátria Energia, Secor, Bradesco FIP, DEG, GMR Energy, Roberto, Guilherme and Marcelo, on July 18, 2008; and (b) Subscription Agreement signed between the Company, DEG and other members of the ERSA Block, on July 31, 2007 and on December 23, 2008.

Closing Conditions for the ERSA Block: Among other conditions, the main precedent conditions to the closing obligation by the ERSA Block were the following, which have been satisfactorily met by CPFL:

Government, Regulatory and Third Party Authorizations. ANEEL and BNDES have approved the implementation of the transactions contemplated herein.

Absence of Other Securities Issued by Nova CPFL. On the Closing Date, the total shares of Nova CPFL was comprised exclusively of common shares and there shall not be, either issued of in circulation, any other securities issued by Nova CPFL.

Segregation of PCH’s Assets and Contribution of CPFL Assets. CPFL, CPFL Geração and CPFL Brasil shall implement the acts prescribed in items (ii) to (iv) of the object of the Association Agreement, as listed above.

Other Undertakings

Submitting the Transaction to CADE. The Parties have submitted the transaction, purpose of the Association Agreement, for analysis and approval by CADE. The approval of the Association by CADE occurred, without limitations, in accordance with the vote issued on June 13, 2011, within the scope of the Concentrating Act nº 08012.004702/2011-04.

Substitution of Financial Warranties of CPFL Enterprises. Within the term of three (3) months counted from the Closing Date, the Parties must procure that the warranties rendered by CPFL Geração and by CPFL Brasil in relation to the financing of CPFL Assets be substituted by warranties posted by the Company or other warranties acceptable to the respective creditors.

SIIF. The assets of renewable electric energy generation operated by Jantus SL, which controls SIIF Énergies do Brasil Ltda. e a SIIF Desenvolvimento de Projetos de Energia Eólica Ltda. (“SIIF Assets”), will be acquired by CPFL Renováveis as prescribed in the Agreement for the Sale and Purchase of Jantus SL, which rights and obligations will be assigned by CPFL Brasil to CPFL Renováveis, object of the Material Fact published by CPFL on April 7, 2011, will be part of CPFL Assets and contributed to CPFL Renováveis as prescribed in the Association Agreement.

Indemnification

Indemnification by the ERSA Block: Each one of the Parties that comprise the ERSA Block, individually and not jointly, agrees to indemnify and hold CPFL, CPFL Geração, CPFL Brasil, CPFL Renováveis, and their respective Affiliates (and their respective officers, counselors, employees and agents) harmless from any Losses suffered or incurred as a result of (each one “Indemnification Event”): 

(a)         a violation of any representation or warranties given by a member of the ERSA Block or by CPFL Renováveis in the Association Agreement;

(b)         a violation of any covenant or agreement by a member of the ERSA Block and/or by CPFL Renováveis expressed in the Association Agreement, related with the transactions contemplated hereby;

(c)          any pre-existent act, fact or omission or one of the aforementioned which occurred before the Closing Date, related to the ERSA Assets, as a result of Taxes due and unpaid, complaints resulting from commercial representation or labor relations, complaints made by clients, environmental issue or for any other issues; or

(d)         any fiscal responsibility (including fines, interest and other costs) of the members of the ERSA Block resulting from the closing of the transactions here established.

Indemnification by CPFL, CPFL Geração and CPFL Brasil. CPFL, CPFL Geração and CPFL Brasil, as applicable, individually and non-severally, agree to indemnify and leave the ERSA Block and CPFL Renováveis, as well as their respective Affiliates, (and their respective officers, counselors, employees and agents) exempt from any Losses suffered or incurred as a result of:

(a)         a violation of any representation or warranties given by a member of CPFL, CPFL Geração or CPFL Brasil in the Association Agreement;

(b)         a violation of any covenant or agreement by CPFL, CPFL Geração or CPFL Brasil included in the Association Agreement, related with the transactions here contemplated;

(c)          any pre-existent act, fact or omission or one of the aforementioned which occurred before the Closing Date, related (i) to the CPFL Assets, as a result of Taxes due but unpaid, complaints resulting from commercial representation or labor relations, complaints made by clients, environmental issue or for any other issues; or (ii) to CPFL, to CPFL Geração or to CPFL Brasil, as a result or activities or businesses not comprised in the Business of the Association or not listed as PCH’s Assets, or to the CPFL’s Assets;

(d)         any fiscal responsibility (including fines, interest and other costs) of the members of CPFL, CPFL Geração, or CPFL Brasil resulting from the closing of the transactions here established; or

(e)          eventual losses arising from eventual default of its consorts (or indirectly, agricultural partners) in relation to CPFL’s Assets as a result of the supplying of biomass and/or of providing operational and maintenance services.

Payment of Indemnification for Losses arising from Indemnification Events. The payment of any indemnification of an Event subject to Indemnification (involving a third party or not) owed by the Indemnifying Party to the Indemnified Party may be paid, according to the criteria adopted exclusively by the Indemnifying Party, in (a) money; or (b) by means of payment in kind of shares from CPFL Renováveis.

Indemnity Obligations Limitations.

Temporal Limitation for Sending of Notifications. Notifications claiming indemnifications due to Events subject to Indemnification may only be submitted in (a) twenty four (24) months counted from the Closing Date; or (b) up to the approval of the Company’s going public date, as defined in the Shareholder’s Agreement, whichever occurs first.

Maximum Value Limitation. The total value of Losses for which the respective Indemnifying Party will indemnify the Indemnified Party, in accordance with the Association Agreement, will not exceed BRL 100,000,000.00 (one hundred million reais).

Minimum Value Limitation. The Indemnifying Party will not be responsible towards the Indemnified Party for any isolated Event subject to Indemnification unless it results in losses greater than or equal to BRL 10,000,000.00 (ten million reais).

Certain indemnifications owed by CPFL, CPFL Geração or by CPFL Brasil in relation to Events subject to Indemnification resulting from defaults in supplying of biomass and/or providing operational and maintenance services will not have a maximum value limitation, yet will not be owed unless they result in losses greater than or equal to BRL 1,000,000.00 (one million reais). In addition, aforementioned eventual indemnifications have temporal limitations for sending of notifications on Events subject to Indemnifications, which must be sent in up to sixty (60) months counted from the Closing Date.

Certain indemnifications owed by CPFL, CPFL Geração or by CPFL Brasil resulting from Events subject to Indemnification from defaults in supplying of biomass and/or in the providing of operational and maintenance services will only be owed by CPFL, CPFL Geração or by CPFL Brasil if all other warranties and other instruments provided in partnership agreement with the biomass producers have been exhausted, paid in cash.

SIIF’s Assets: Considering that the Agreement for the Sale and Purchase of Jantus SL will be assigned to ERSA, with all rights and obligations, the representations and warranties given by the respective sellers to CPFL Brasil, as well as obligations to indemnify assumed by the respective sellers, will be reverted in benefit of ERSA, the mentioned above shall not apply to SIIF’s Assets.

Other Relevant Provisions

All disputes, controversies and/or issues arising from or related to the Association Agreement must be resolved by means of arbitration, in accordance to the rules set forth by BM&FBOVESPA Market Arbitration Chamber. If the BM&FBOVESPA Market Arbitration Chamber claims lack of jurisdiction to solve certain conflict, said conflict will be automatically transferred to the CCBC Chamber of Arbitration.

Shareholders

Shares Quantity

Percentage %

CPFL Geração

0

0

CPFL Brasil

0

0

Secor

190,413,272

24.97%

Pátria Energia

165,362,205

21.68%

FIP Brasil Energia

157,196,439

20.61%

Bradesco FIP

102,872,952

13.49%

DEG

51,025,261

6.69%

GMR

46,051,800

6.05%

FIP Pátria

29,042,714

3.81%

Roberto

6,887,172

0.90%

Guilherme

6,887,172

0.90%

Marcelo

6,887,172

0.90%

Total

762,626,159

100.00%

Shareholders

Share Quantity

Percentage %

CPFL Geração

839,217,003

86.02%

CPFL Brasil

136,390,255

13.98%

Total

975,607,258

100.00%

Shareholders

Share Quantity

Percentage %

CPFL Geração

630,647,954

42.15%

CPFL Brasil

102,493,123

6.86%

Secor

190,413,272

12.73%

Pátria Energia

165,362,205

11.06%

FIP Brasil Energia

157,196,439

10.51%

Bradesco FIP

102,872,952

6.88%

DEG

51,025,261

3.41%

GMR

46,051,800

3.08%

FIP Pátria

29,042,714

1.94%

Roberto

6,887,172

0.46%

Guilherme

6,887,172

0.46%

Marcelo

6,887,172

0.46%

Total

1,495,767,236

100.00%

Enterprises

Type

Americana

PCH

Baia Formosa

BIO

Baldin

BIO

Buriti

BIO

Buritis

PCH

Campo dos Ventos I

EOL

Campo dos Ventos II

EOL

Campo dos Ventos III

EOL

Campo dos Ventos IV

EOL

Campo dos Ventos V

EOL

Capão Preto

PCH

Chibarro

PCH

CPFL Sul

PCH

Dourados

PCH

Eloy Chaves

PCH

Esmeril

PCH

Eurus V

EOL

Eurus VI

EOL

Gavião Peixoto

PCH

Ipê

BIO

Jaguari

PCH

Lençóis

PCH

Monjolinho

PCH

Pedra

BIO

Pinhal

PCH

Salto Grande

PCH

Santa Clara I

EOL

Santa Clara II

EOL

Santa Clara III

EOL

Santa Clara IV

EOL

Santa Clara V

EOL

Santa Clara VI

EOL

Santana

PCH

São Joaquim

PCH

Socorro

PCH

Três Saltos

PCH

Name

Carlos da Costa Parcias Júnior

Age

50

Profession

Economist

CPF

667.235.667-34

Position

Alternate member of the Board of Directors

Other Positions in the Company

Member of the Strategy Committee and Project Valuation Committee

Appointed by the Controlling Shareholders

Yes.

Current Text

Proposed Text

Justification of the Proposed Changes

CHAPTER I

Chapter I

No change

CORPORATE NAME, PURPOSES, HEAD OFFICE AND TERM 

No change

No change

Article 1 - CPFL ENERGIA S.A. shall be governed by these Bylaws and the applicable legislation.

No change

No change

Sole Paragraph – With the admission of the shares of the Company in the special listing segment named Novo Mercado of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), the Company, its shareholders, its Directors and Officers and the Fiscal Council members, when installed, shall obey by the Listing Rules of the Novo Mercado (“Novo Mercado Listing Rules”).

Inclusion according to the new Listing Rules of the Novo Mercado Rule, setting forth that the Company, its shareholders, the Directors and Officers and the Fiscal Council members are bound by the Listing Rules of the Novo Mercado.

Article 2 - The Company has as its corporate purpose to:

No change

No change

(a)  foster enterprises in the electricity generation, distribution, transmission and sale industry and related activities;

No change

No change

(b)  render  services related to electricity, telecommunications and data transmission transactions, as well as render  technical, operating, administrative and financial support services, especially to affiliated or subsidiary companies; and

No change

No change

(c) hold interest in the capital of other companies engaged in activities similar to the ones performed by the Company, especially companies having as purpose  fostering, building, setting up and commercially explore  projects for the electricity generation, distribution, transmission and sale and related services.

No change

No change

Article 3 - The Company, with its head  office and jurisdiction in the city of São Paulo, State of São Paulo, at Rua Gomes de Carvalho, nº 1510, conjunto 142, Vila Olímpia, CEP 04547-005, may open and close branches, agencies, offices or representations in any places of the national territory or abroad, by resolution of the Board of Directors.

No change

No change

Article 4 - The duration term of the Company is undetermined.

No change

No change

CHAPTER II

CHAPTER II

Correction of the spelling of the word “Chapter” in the Portuguese version.

CAPITAL STOCK, SHARES AND SHAREHOLDERS

CAPITAL STOCK,  AND SHARES AND SHAREHOLDERS

Excluded the final part of the title - "Shareholders" -, since there is no specific provision regarding shareholders in this chapter.

Article 5 - The subscribed and paid in capital stock  of the Company is four billion, seven hundred and ninety-three million, four hundred and twenty-four thousand, three hundred and fifty-six reais and sixty-two centavos (R$ 4,793,424,356.62),  divided into nine hundred and sixty-two million, two hundred and seventy-four thousand, two hundred and sixty (962,274,260) common, registered shares,  with no par value.

Article 5 - The subscribed and paid in capital stock  of the Company is four billion, seven hundred and ninety-three million, four hundred and twenty-four thousand, three hundred and fifty-six reais and sixty-two centavos (R$4,793,424,356.62),  divided into nine hundred and sixty-two million, two hundred and seventy-four thousand, two hundred and sixty (962,274,260) common registered shares,  with no par value.

Correction of the spelling of the word “fifty” in the Portuguese version.

Paragraph 1 - The capital stock may be increased, pursuant to Article 168 of Law No. 6,404/76, by issuing up to five hundred million (500,000,000) new  common shares.

No change

No change

Paragraph 2 - Up to the limit of the authorized capital, shares, debentures convertible into shares or subscription bonuses may be issued upon resolution of the Board of Directors, irrespective of amendment to the Bylaws. The term for the exercise of preemptive rights in the context of capital increases by means of private subscriptions shall not be shorter than thirty (30) days. The Company may issue shares, debentures convertible into shares or subscription bonuses to be sold in stock exchanges or by means of public subscriptions or in exchange for shares in the context of tender offers aimed at acquiring control with or without the exercise of preemptive rights or with a reduced term for the exercise of preemptive rights, subject to the approval of the Board of Directors, pursuant to the provisions of Article 172 of Law No. 6,404/76.  In the context of issuances of shares, debentures convertible into shares or subscription bonuses for public or private subscription, the Board of Officers, by notice published in the press, shall inform the shareholders of the resolution of the Board of Directors to increase the capital stock, informing all the characteristics and conditions of the issuance  as well as the term for the exercise of the preemptive right, if any.

No change

No change

Paragraph 3 - The Board of Directors shall set the price and the number of shares to be subscribed, as well as the time limit and conditions to subscribe and to pay in, except for the payment in property, which shall depend on the approval by the Shareholders Meeting, in accordance with the Law.

Paragraph 3 - The Board of Directors shall set the price and the number of shares to be subscribed, as well as the time limit and conditions to subscribe and to pay in, except for the payment in property, which shall depend on the approval by the Shareholders Meeting, in accordance with the Law.

Correction of the spelling of the word “Meeting” in the Portuguese version.

Paragraph 4  - The shares shall be paid up in cash. 

No change

No change

Paragraph 5 - The shareholder who fails to pay in it’s  subscribed shares, in the form of subscription bulletin or of call, shall be declared, for all legal purposes, in default and shall pay the Company interest at one per cent (1%) per month or fraction thereof, counted as of the first  (1^st) day as of the failure to perform the obligation, monetarily adjusted as allowed by law added by a fine  equivalent to ten per cent (10%) of the amount in arrears and not paid in. 

No change

No change

Paragraph 6 - By resolution of the Board of Directors, the Company may acquire shares issued by it for purposes of cancellation or to be kept as treasury shares, determine that they will be sold or replaced  on the market, observing  to the rules issued by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários) - CVM and other applicable legal provisions.

No change

No change

Paragraph 7 - The shares are indivisible before  the Company and each share shall entitle to one (1) vote in the Shareholders’  Meetings.

Paragraph 7 - The shares are indivisible before  the Company and each share shall entitle to one (1) vote in the Shareholders’  Meetings. 

Correction of the spelling of the word “Meeting” in the Portuguese Version.

Paragraph 8 - The Company, by resolution of the Board of Directors, shall retain book-entry shares services with a financial institution authorized by the Brazilian Securities and Exchange Commission to provide such services, and the shareholders may be charged for the fee set forth in Paragraph 3 of Article 35 of Law No. 6,404/76, according to the terms to be defined in the Services  Agreement.

No change

No change

Article 6 - Within the limit of the authorized capital, the Company may grant share purchase options to its managers and employees, or individuals rendering  services to the Company or to companies controlled by the Company, without the right of first refusal to the shareholders, based on plans approved by the Shareholders’  Meeting.

Article 6 - Within the limit of the authorized capital, the Company may grant share purchase options to its managers and employees, or individuals rendering  services to the Company or to companies controlled by the Company, without the right of first refusal to the shareholders, based on plans approved by the Shareholders’  Meeting. 

Correction of the spelling of the word “Meeting” in the Portuguese Version.

Article 7 - The Company may issue debentures, convertible into shares or not, which shall entitle their holders to credit rights against it, in the conditions that, by recommendation of the Board of Directors, are approved by the Shareholders Meeting. The rule of Paragraph 2, Article 5, in fine, shall apply to the issue of debentures convertible into shares.

Article 7 - The Company may issue debentures, convertible into shares or not, which shall entitle their holders to credit rights against it, in the conditions that, by recommendation of the Board of Directors, are approved by the Shareholders Meeting. The rule of Paragraph 2, Article 5, in fine, shall apply to the issue of debentures convertible into shares.

Correction of the spelling of the word “Meeting” in the Portuguese Version.

Sole Paragraph - Pursuant to provision in Paragraph 1, Article 59, of Law No. 6,404/76, the Board of Directors may decide  on the issue of simple debentures, not convertible into shares and without security interest.

No change

No change

Article 8 - It is prohibited to the Company to issue preferred shares or founders’ shares.  

No change

No change

CHAPTER III

No change

No change

THE BODIES OF THE COMPANY

THE BODIES OF THE COMPANY

Excluded since the definition of the Company’s management bodies shall be divided in items of the Bylaws.

Article 9 - The bodies of the Company are:

I – the Shareholders Meeting;

II – the Board of Directors;

III – the Board of Officers;

IV – the Fiscal Council.

Article 9 - The bodies of the Company are:

I – the Shareholders Meeting;

II – the Board of Directors;

III – the Board of Officers;

IV – the Fiscal Council.

Excluded since the definition of the Company’s management bodies shall be divided in items of the Bylaws.

SECTION I

SECTION I

Excluded since the definition of the Company’s management bodies shall be divided in items of the Bylaws.

THE SHAREHOLDERS MEETING

THE SHAREHOLDERS MEETING 

Correction of the spelling of the word “Meeting” in the Portuguese version.

Article 10 - The Shareholders’ Meeting shall meet regularly  by April 30 of each year, pursuant to the law, in order to:

Article 109  -  The Shareholders Meeting  shall meet regularly  by April 30 of each year, pursuant to the law, in order to:

Correction of the spelling of the word “Meeting” in the Portuguese Version and renumbering of the Article due to the proposal of exclusion of former article 9.

a) decide on the management accounts referring to the last fiscal year;

No change

No change

b) examine, discuss and vote the financial statements, accompanied by the opinion of the Audit Committee; 

No change

No change

c) decide  on the allocation  of the net profit of the fiscal year and distribution of dividends;

No change

No change

d) elect the effective and alternate  members of the Audit Committee; 

No change

No change

e) elect the effective and alternate  members of the Board of Directors; and

No change

No change

f) determine  the global compensation  of the members of the Board of Directors and of the Board of Officers, as well as the compensation  of the Audit Committee. 

No change

No change

Article 11 - The Shareholders Meeting shall meet extraordinarily whenever called by the Board of Directors, by the Fiscal Council, or by shareholders, in accordance with the Law.

Article 1110  - The Shareholders’  Meeting shall meet extraordinarily whenever called by the Board of Directors, by the Fiscal Council, or by shareholders, in accordance with the Law.

Correction of the spelling of the word “Meeting” in the Portuguese version and renumbering of the Article due to the proposal of exclusion of former article 9.

Sole Paragraph - In addition to the matters under its responsibilities provided in the law and in these Bylaws, the Extraordinary Shareholders’  Meeting shall approve:

Sole Paragraph - In addition to the matters under its responsibilities provided in the law and in these Bylaws, the Extraordinary Shareholders’ Meeting  shall approve:

Correction of the spelling of the word “Meeting” in the Portuguese Version.

a) the cancellation of the registration as a publicly-held company with the Brazilian Securities and Exchange Commission;  

No change

No change

b) the delisting from the Novo Mercado of São Paulo Stock Exhange (Bovespa);

b) the delisting from the Novo Mercado of São Paulo Stock Exhange (Bovespa) of BM&FBOVESPA; 

Adjustment of the name of BM&FBovespa.

c) the appointment of a specialized firm to determine the economic value of the Company shares, in the event of a public offering as contemplated under Chapters VII and VIII of these Bylaws, based on a list with three selected firms provided by the Board of Directors; and

c) the appointment  of a specialized firm to determine the economic value of the Company shares, in the event  of a  public offering as contemplated Chapters VIIIX  and VIIIX  of these Bylaws of these Bylaws, based on a list of  three selected firms provided by the Board of Directors; and 

Adjustment of the cross references in the document due to the proposed changes.

d) plans for the granting of stock  options to members of management and employees of the Company and companies directly or indirectly controlled by the Company,  without the preemptive rights by the shareholders.

No change

No change

Article 12 - The Shareholders’ Meeting shall be chaired by the Chairman of the Board of Directors, or in its absence, by the Vice Chairman, or in the absence of the Vice Chairman, by any other member of the Board of Directors. The Chairman of the Shareholder’s Meeting shall elect the Secretary.

Article 1211  - The Shareholders’  Meeting  shall be chaired by the Chairman of the Board of Directors, or in its absence, by the Vice Chairman, or in the absence of the Vice  Chairman, by any other member of the Board of Directors. The Chairman of the Shareholder’s Meeting shall elect the Secretary.

Correction of the spelling of the word “Meeting” in the Portuguese version and renumbering of the Article due to the proposal of exclusion of former article 9.

Sole Paragraph - The Chairman of the Shareholders’ Meeting shall observe and make sure the provisions of the shareholders agreement filed at the head office of the Company are fulfilled,  and shall not allow that votes infringing provisions of such agreements are computed. 

Sole Paragraph - The Chairman of the Shareholders’ Meeting  shall observe and make sure the provisions of the shareholders agreement filed at the head office of the Company are fulfilled, and shall not allow that votes infringing provisions of such agreements are computed.

Correction of the spelling of the word “Meeting” in the Portuguese version.

Article 13 - The shareholders may be represented in the Shareholders Meetings by an attorney-in-fact, appointed pursuant to Paragraph 1, art. 126, of Law No. 6,404/76, being requested the advance delivery of the power of attorney instrument and necessary documents to the head offices up to twenty-four (24) hours prior to the time scheduled to hold the Shareholders’ Meeting.

Article 1312  - The shareholders may be represented in the Shareholders’  Meetings by an attorney-in-fact, appointed pursuant to Paragraph 1, art. 126, of Law No. 6,404/76, being requested the advance delivery of the power of attorney instrument and necessary documents to the head offices up to twenty-four (24) hours prior to the time scheduled to hold the Shareholders’  Meeting.

Renumbering of the Article due to the proposal of exclusion of former article 9.

Sole Paragraph - The shareholder  who attends  the Shareholders’  Meeting in possession of the required documents may participate and vote, even if he/she/it has not delivered such documents previously.

No change

No change

Non-existing provision.

CHAPTER IV

Inclusion of new chapter due to the proposal of division of the Company’s management bodies in proper items in the Bylaws.

Non-existing provision.

THE MANAGEMENT

Inclusion of new sub-heading due to the proposal of division of the Company’s management bodies in proper items in the Bylaws.

Non-existing provision.

SECTION I

General Provisions for the Management Bodies

Consolidation of the provisions common to the Board of Directors and to the Board of Officers in order to facilitate the reading and understanding of the document.

Non-existing provision.

Article 13 - The management of the Company shall be incumbent to the Board of Directors and the Board of Officers.

Consolidation of the provisions common to the Board of Directors and to the Board of Officers in order to facilitate the reading and understanding of the document.

Non-existing provision.

Sole paragraph. The roles of Chairman of the Board of Directors and Chief Executive Officer or main executive of the Company are separate, and no person may accumulate both functions.

New provision due to the changes made to the Novo Mercado Listing Rules.

Non-existing provision.

Article 14  - The members of the Board of Directors and of the Board of Officers shall take office in their respective positions upon signing, in the thirty (30) days after their respective election, the instrument of investiture in the appropriate book and the Instrument of Consent of the Managers that is referred to in the Novo Mercado Listing Rules, as well as the compliance of the applicable legal requirements, and shall remain in their positions until the new managers elected take office.

Consolidation of the provisions previously set forth in Articles 16 to 21.

Non-existing provision.

Paragraph 1 - The managers of the Company must adhere to the Policy for the Disclosure of Material Act or Fact and Policy for Trading Securities Issued by the Company, upon signature of the respective Instrument.

Inclusion of this paragraph to state the documents that the board member / officer must adhere to in order to be elected, as provided in the CVM Rule No. 358 and the Novo Mercado Listing Rules.

Non-existing provision.

Paragraph 2 - The members of the Board of Directors appointed by the controlling shareholders and of the Board of Officers shall also sign a term of commitment to the provisions of the Shareholders’ Agreement, by means of which they state that they are fully aware of its contents.

Inclusion of this second paragraph, through the combination of the provisions of the current text of the sole paragraphs of Articles 16 and 21.

Non-existing provision.

SECTION II 

Segregation of the specific provisions to the Board of Directors.

Non-existing provision.

The Board of Directors

Segregation of the specific provisions to the Board of Directors.

Article 14 - The Board of Directors shall be composed of at least seven (7) and more than nine (9) all shareholders members, elected and dismissible by the Shareholders’ Meeting, of whom a minimum of twenty per cent (20%) shall be Independent Board Members.

Article 1415  - The Board of Directors shall be composed of at least seven (7) and no  more than nine (9) all shareholders members, elected and dismissible by the Shareholders’  Meeting, of whom a minimum of twenty per cent (20%) shall be Independent Board Members for unified one-year term, reelection being permitted. 

The propose change is made to: (a) exclude the requirement that the members of the board of directors be shareholders, in accordance with the text of the amended Law No. 6,404/76; (b) segregate the minimum number of independent members of the Board of Directors in a new paragraph 1; and (c) consolidate the term previously provided in art. 15 of the Bylaws.

Non-existing provision.

Paragraph 1 – At least twenty per cent (20%) of the Directors of the Company shall be Independent Directors, according to the Novo Mercado Listing Rules and expressly identified as such in the minutes of the Shareholders’ Meeting in which they are elected, and the Directors elected under the right set forth in Article 239 and Paragraphs 4 and 5 of Article 141 of Law No. 6,404/76 shall also be considered Independent Directors.

Amendment to the provision applicable to the minimum number of independent board members in accordance to the Novo Mercado Listing Rules, not resulting in any changes to the current provisions.

Paragraph 1 - When the percentage requirement referred to in the caption hereof, results in a fractional number of Directors, the fraction will be rounded up to the next whole number: (i) immediately superior, if the fraction equals to or exceeds five tenths (0.5); or (ii) immediately inferior, if the fraction falls bellow five tenths (0.5).

Paragraph 12  - When  the percentage requirement referred to in the caption hereof, theParagraph above, results in a fractional number of Directors, the fraction will be rounded up to the next  whole number: (i) immediately superior, if the fraction equals  to or exceeds  five tenths  (0.5); or (ii) immediately inferior, if the fraction falls bellow five tenths  (0.5),  according to the Bylaws of Novo Mercado. 

Amendment to the wording in accordance to the amendments proposed to the article 14, to be renumbered to article 15, and the creation of the new paragraph 1st of this article.

Paragraph 2 - For the purposes of this Article, “Independent Director” means a member of the Board of Directors who: (i) has no ties to the Company, except for owning an equity share of its capital stock; (ii) is not a controlling shareholder, the controlling shareholder’s spouse or a relative to the second degree, is not or has not been linked in the last three (3) years to a company or entity with ties to the controlling shareholder (this restriction does not apply to people linked to governmental institutions of education and research); (iii) has not been, in the last three (3) years, an employee or officer of the Company, of the Controlling Shareholder or of any other company controlled by the Company; (iv) is not a direct or indirect supplier or purchaser of the Company’s services or products, to a degree that results in loss of independency; (v) is not an employee or manager of a company or entity that supplies to or buys services or products from the Company; (vi) is not a spouse or a relative to the second degree of any Manager of the Company; and (vii) does not receive any compensation from the Company except for that related to its activities as member of the Board of Directors (this restriction does not apply to cash from equity interests in the capital stock).

Paragraph 23  - For the purposes of this Article, “Independent Director” means a member of the Board of Directors who: (i) has no ties to the Company, except for owning an equity share of its capital stock; (ii) is not a controlling shareholder, the controlling shareholder’s spouse or a relative to the second degree, is not or has not been linked in the last three (3) years to a company or entity with ties to the controlling shareholder (this restriction does not apply to people linked to governmental institutions of education and research); (iii) has not been, in the last three (3) years, an employee or officer of the Company, of the Controlling Shareholder or of any other company controlled by the Company; (iv) is not a direct or indirect supplier or purchaser of the Company’s services or products, to a degree that results in loss of independency; (v) is not an employee or manager of a company or entity that supplies to or buys services or products from the Company; (vi) is not a spouse or a relative to the second degree of any Manager of the Company; and (vii) does not receive any compensation from the Company except for that related to its activities as member of the Board of Directors (this restriction does not apply to cash from equity interests in the capital stock).

Adjustment of the number.

Paragraph 4 - The Board of Directors shall have a Chairman and a Vice  Chairman, elected by its members in the first meeting that takes place after the election of the members of the Board of Directors.

Paragraph 34  - The Board of Directors shall have a Chairman and a Vice  Chairman, elected by its members in the first meeting that takes place after the election of the members of the Board of Directors.

Adjustment of the number.

Paragraph 4º - The Shareholders’ Meeting may elect alternate members for the Board of Directors who will substitute the respective effective member(s) of the Board of Directors in his/her(their) absence(s) or occasional impediment(s), observing the provisions set out in Article 17 Paragraph 1 of these Bylaws.

Paragraph 45  - The Shareholders’ Meeting  may elect alternate  members for the Board of Directors who will substitute the respective effective member(s) of the Board of Directors in his/her(their) absence(s) or occasional impediment(s), observing  the provisions  set out in Article 1716,  Paragraph 1, of these Bylaws.

Adjustment of the number and correction of the spelling of “Meeting” in the Portuguese version. Amendment of the cross reference.

Article 15 - The members of the Board of Directors shall have a unified term of office of one (1) year, reelection permitted.

Article 15 - The members of the Board of Directors shall have a unified term of office of one (1) year, reelection admitted.

Exclusion of the Article in view of the provision set forth herein to be included in the caption of the new Article 15.

Sole Paragraph - Upon termination of the term of office, the members of the Board of Directors shall remain in their positions until their successors take office.

Sole Paragraph - Upon termination of the term of office, the members of the Board of Directors shall remain in their positions until their successors take office.

Exclusion of the Article in view of the provision set forth herein to be included in the new Article 14.

Article 16 - The members of the Board of Directors shall be vested in their respective offices upon signing the proper term, drawn up in the book of minutes of the Board of Directors, as well as the statement of consent referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they commit to comply with the rules set forth therein at the time the Company adheres to the New Market.

Article 16 - The members of the Board of Directors shall be vested in their respective offices upon signing the proper term, drawn up in the book of minutes of the Board of Directors, as well as the statement of consent referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they commit to comply with the rules set forth therein at the time the Company adheres to the New Market.

Exclusion of the Article in view of the provision set forth herein to be included in the new Article 14.

Sole Paragraph - The members of the Board of Directors who represent the controlling shareholders shall also sign a term of commitment to the provisions of the Shareholders Agreement, by means of which they state that they are fully aware of its contents.

Sole Paragraph - The members of the Board of Directors who represent the controlling shareholders shall also sign a term of commitment to the provisions of the Shareholders Agreement, by means of which they state that they are fully aware of its contents.

Exclusion of Sole Paragraph in view of the provision set forth herein to be included in the new Paragraph 2 of the new Article 14.

Article 17 - In the event of any vacancy in the Board of Directors, the appointment of a new member shall occur pursuant to the Law, with due regard to provisions of the Shareholders Agreements filed at the head office.

Article 1716  - In the event of any vacancy in the Board of Directors, the appointment of a new member shall occur  pursuant to the Law, with due regard to provisions of the Shareholders Agreements filed at the head  office.

Adjustment of the number.

Paragraph 1 –  In the  absence or in case of temporary impediment of the Chairman of the Board of Directors, he/she shall be replaced  in his/her  functions, by the Vice  Chairman or, in his/her  absence, by another Member of the Board of Directors that he/she  may indicate and, if there is no such indication, as elected by the majority of members of the Board of Directors.

No change

No change

Paragraph 2 - In the event the position of Chairman of the Board of Directors is vacant, the Vice  Chairman shall take the position until the Board of Directors appoints the new Chairman, who shall perform his/her  duties for the remaining term of office. 

No change

No change

Article 18 - The duties of the Board of Directors are to:

Article 1817  - The duties of the Board of Directors are to:

Adjustment of the number.

a) elect the Chief Executive Officer and the other Executive Officers, and it may remove them at any time, setting the monthly individual remuneration, with due regard to the global amount established by the Shareholders’ Meeting;

a) elect the Chief Executive Officer and the other ExecutiveVice President Officers, and it may remove them at any time, setting the monthly individual remuneration, with due regard to the global amount established by the Shareholders’  Meeting; 

Correction of the spelling of “Meeting” in the Portuguese version. Change of the name of position of the members of the Board of Officers in view of the change proposed to the new Article 18 of the Bylaws.

b) set the general business guidelines of the Company, previously approving its business policies, projects, annual budgets and five-year business plan, as well as their annual reviews; 

b) set the general business guidelines of the Company, previously approving its business policies, projects, annual budgets and five-year  business plan, as well as their annual reviews; 

Correction of the spelling of “five-year” in the Portuguese version.

c) supervise the management of the Officers, examining at any time the minutes, books and documents of the Company, requesting through the Chairman, information about executed contracts, or contracts  to be executed, and any other acts;

No change

No change

d) call the Shareholders’  Meeting, whenever it deems convenient, or in the cases the call is determined by law or by these Bylaws;

d) call the Shareholders’  Meeting, whenever it deems convenient, or in the cases the call is determined by law or by these Bylaws;

Correction of the spelling of “Meeting” in the Portuguese version.

e) express its opinion on the Management’s Report, the accounts of the Board of Officers and the financial statements, define the dividend policy and recommend to the Shareholders’  Meeting the allocation  of the net profit of each fiscal year;

e) express its opinion on the Management’s Report, the accounts of the Board of Officers and the financial statements, define the dividend policy and recommend to the Shareholders’ Meeting  the allocation  of the net profit of each fiscal year;

Correction of the spelling of “Meeting” in the Portuguese version.

f) approve the retaining of depositary institutions for the rendering of book entry shares services;

No change

No change

g) decide  on the capital increase and the issue price of the Company’s shares and subscription bonuses, in accordance with the provisions in these Bylaws;

No change

No change

h) decide  on the conditions and opportunity to issue the debentures contemplated in items VI to VIII, Article 59, of Law No. 6,404/76, as provided in Paragraph 1 of the same Article;

No change

No change

i) decide  on the conditions to issue promissory notes for public distribution according to the terms of the legislation in force;

No change

No change

j) decide  on the appointment  and/or dismissal  of the independent auditors of the Company;

No change

No change

k) decide  on obtaining  loans or debt assumption resulting in the Company’s indebtedness beyond the limits provided in the annual budget or five-year plan;

k) decide  on obtaining  loans or debt assumption resulting in the Company’s indebtedness beyond the limits provided in the annual budget or five-year  plan;

Correction of the spelling of “five-year” in the Portuguese version.

l) define a three nomination list of firms specialized to determined the economic value of the Company for the purposes of tender offers as provided in the Chapter VII and VIII of these Bylaws

l) define a triple nomination list of firms specialized to determine the economic value in economic valuation of companies to prepare the report on the valuation of the Company for's shares, in the purposescases  of tender offers for the delisting of the Company or for withdrawal of the Company from the Novo Mercado, as provided in the Chapters VIIIX  and VIIIX  of these Bylaws; 

Amendment in order to adequate the provision according to the amendments made to the Novo Mercado Listing Rules.

m) decide  on the acquisition,  of any fixed asset  in an amount equal to or higher than twenty million reais (R$ 20,000,000.00), and on the disposal or lien of any fixed asset  in an amount equal to or higher than two million reais (R$ 2,000,000.00);

No change

No change

n) authorize the acquisition of shares issued by the Company for cancellation purposes or to be kept as treasury shares;

No change

No change

o) authorize the prior and express execution of agreements by the Company with shareholders or persons controlled by them or affiliated or associated companies, directly or indirectly, in an amount higher than five million reais (R$ 5,000,000.00);

No change

No change

p) previously and expressly approve the execution of contracts of any nature in a global amount higher than twenty million reais (R$ 20,000,000.00), even if concerning expenses provided in the annual budget or in the five-year business plan;

p) previously and expressly approve the execution of contracts of any nature in a global amount higher than twenty million reais (R$ 20,000,000.00), even if concerning expenses provided in the annual budget  or in the five-year  business plan;

Correction of the spelling of “five-year” in the Portuguese version.

q) express its opinion on the matters that the Board of Officers submits to its resolution or to be submitted to the Shareholders’ Meeting;

q) express its opinion on the matters that the Board of Officers submits to its resolution or to be submitted to the Shareholders’ Meeting; 

Correction of the spelling of “Meeting” in the Portuguese version.

r) decide  on the incorporation and winding up of controlled  companies and on the acquisition or disposal of interest in other companies;

No change

No change

s) decide  on any change in the Company’s human resources policy that may have a substantial impact on the costs;

No change

No change

t) call for examination, at any time, any matter in connection with the Company’s business, even if not comprised in the listing of this Article, and hand down a decision for mandatory performance by the Board of Officers;

No change

No change

u) establish any type of guarantee not involving fixed assets in an amount equal to or higher than twenty million reais (R$ 20,000,000.00) in business concerning interests and activities of the Company and/or, directly or indirectly, companies controlled by the Company, and establish any type of guarantee involving fixed assets in an amount equal to or higher than two million reais (R$2,000,000.00) in business concerning interests and activities of the Company and/or, directly or indirectly, companies controlled by the Company;  

No change

No change

v) declare dividends to the profit account as calculated in the semi-annual balances or balances prepared for shorter periods, to the account of accrued  profits or of profit reserves pursuant to the legislation in force, as well as declare interest on net equity; 

No change

No change

w) decide on the establishment of Committees to advise it on the decision of specific matters within the scope of its duties;

w) decide on the establishment of Committees and Commissions to advise it on the decision  of specific matters within the scope of its duties;

Inclusion of the possibility of creation of Comissions by the Board of Directors of the Company, which shall represent temporary work groups for assistance of the Board of Directors.

x) approve the internal regulation of the Board of Directors and Committees to be established;

x) approve the internal regulation of the Board of Directors and, of the Committees  and Commissions to be established;

Adequate the wording in view of the amendment made to item “w” above.

y) approve and submit to the Shareholders’ Meeting proposal of plan for the granting of share purchase options to managers  and employees of the Company and companies directly or indirectly controlled by the Company;

y) approve and submit to the Shareholders’ Meeting  proposal of plan for the granting of share purchase options to managers  and employees of the Company and companies directly or indirectly controlled by the Company;

Correction of the spelling of “Meeting” in the Portuguese version.

z) previously approve any amendment to a concession agreement  executed by the Company or any directly or indirectly controlled company, or associated companies;

No change

No change

aa) approve the Company’s Annual Corporate Events Calendar pursuant to the Bylaws of Novo Mercado provided by Bolsa de Valores de São Paulo; 

aa) approve the Company’s Annual Corporate Events Calendar pursuant to the Bylaws of Novo Mercado provided by Bolsa de Valores de São Paulo BM&FBOVESPA; 

Adjustment of the name of “BM&FBovespa”.

Non existing provision

ab) express its opinion, whether favorable or against it, regarding any tender offer for acquisition of shares issued by the Company, by previous substantiated opinion, disclosed within fifteen (15) days of the disclosure of the tender offer notice of the tender offer for acquisition of shares, which shall advise, at least (i) the timing and convenience of the tender offer of acquisition of shares regarding the interests of the shareholders and the liquidity of their securities; (ii) the impact of the tender offer for the acquisition of shares on the business interests of the Company; (iii) the offer’s announced strategic plans for the Company; and (iv) any other point of consideration the Board of Directors may deem relevant, as well as the information required under the applicable rules determined by CVM;

Inclusion of additional duty of the Board of Directors related to the mandatory manifestation on tender offers for the acquisition of shares issued by the Company, in accordance with the Novo Mercado Listing Rules.

ab) exercise the other powers granted upon it by the law or by these Bylaws; and

ab) ac)  exercise the other powers granted upon it by the law or by these Bylaws; and

Adjustment of the number.

ac) resolve any silent cases in these Bylaws and perform other duties that the law, or these Bylaws do not assign to another body of the Company.

ac)ad) resolve any silent cases in these Bylaws and perform other duties that the law, or these Bylaws do not assign to another body of the Company.

Adjustment of the number.

Paragraph 1 - The meetings of the Board of Directors shall be held at least once a month, but  may however be held more frequently if the Chairman of Board of Directors so requests, by his/her  own initiative or at the request of any of its member, by  the vote  of the majority of those in attendance (with the mandatory presence among them of the Chairman or Vice  Chairman). Board members may participate in meetings of the Board of Directors by conference call or video conference.

No change

No change

Paragraph 2 - The meetings of Board of Directors shall be called at least nine (9) days in advance by call sent by the Chairman of the Board of Directors, indicating the agenda and accompanied by the supporting documents that may be necessary.

No change

No change

Paragraph 3 - In the event of evident urgency, the meetings of the Board of Directors may be called with notice shorter than as provided in Paragraph 2 above.

No change

No change

Paragraph 4 - In the event of a tie, the Chairman of the Board of Directors and, in his/her  absence, the Vice  Chairman shall have, in addition to the regular vote, the casting vote.  

No change

No change

Paragraph 5 - The meetings of the Board of Directors may be held irrespective of call with the presence of all its members.

No change

No change

Paragraph 6 - In the event there is no quorum on first call, the Chairman shall call a new meeting of the Board of Directors, which may be installed  on second call – to be made at least seven (7) days in advance –, with the presence of any number of members. The matter that is not included in the agenda of the original meeting of the Board of Directors may not be discussed on the second call, except with the presence of all the members of the Board of Directors and with their express agreement with the new agenda.

No change

No change

Paragraph 7 -–  At the meetings of the Board of Directors, a Board member may vote, by means of delegation in favor of any of the Board members, anticipated vote in writing, and by facsimile or electronic data transmission, or any other means of communication, and those who vote through any of these means shall be computed as present at the Board Meeting.

No change

No change

SECTION III

No change

No change

The Board of Officers

No change

No change

Article 19 - The Board of Officers shall be composed of seven members, one of them to act as Chief Executive Officer, one as Chief Business Development Executive Officer, one as Chief Financial Executive Officer, who shall also perform the duties of Executive Officer for Relations with Investors, one as Chief Power Management Executive Officer, one as Chief Power Distribution Executive Officer, one as Chief Power Generation Executive Officer, and one as Chief Administrative Office.

Article 1918  - The Board of Officers shall be comprised  of sevensix (6) members, one of them to act as Chief Executive Officer, one as ChiefOperations Vice President Officer, one as Institutional Relations Vice President Officer; one as Business Development ExecutiveVice President Officer, one as Chief Finance ExecutiveFinancial Vice President Officer, who shall also perform the duties of Executive Officer for Relations with Investors, one as Chief Power Management Executive Officer, one as Chief Power Distribution Executive Officer, one as Chief Power Generation ExecutiveInvestors Relations Officer, and one as Chief Administrative Vice President Officer. 

The proposal aims the change regarding the administrative structure of the Company, upon the redistribution of duties and incorporation of new positions in the Company.

The proposal intends to eliminate the positions of Vice President Power Management Officer, Vice President Power Distribution Officer, and Vice President Power Generation Officer, of whom the duties, among others, shall be incorporated in only one position of Vice President Operations Officer, which shall help increase the efficiency and decrease the costs to the management of the Company.

Additionally, the proposal aims the creation of the new position of Vice President Institutional Relations Officer who shall act, mainly, to define and ensure the compliance with the principles and sustainability rules of the CPFL group, which shall help the consolidation and the better efficiency in the implementation of such principles and implementation of potential corrective measures.

Sole Paragraph - The respective duties of the members of the Board of Officers are:

No change

No change

a) Of the Chief Executive Officer, to conduct all the businesses and the general management of the Company and its controlled companies, to promote the development and the execution of corporate strategy, including risk management and regulatory management, and to perform the other duties that are assigned to him/her  by these Bylaws, by the Board of Directors and further, as its exclusive duty, to:

No change

No change

(i)  call and chair the meetings of the Board of Officers;

No change

No change

(ii) grant leave to the members of the Board of Officers and appoint their substitutes;

No change

No change

(iii) coordinate and guide the work of other Executive Officers;

(iii) coordinate and guide the work of other Executivethe Vice President Officers;

Adjustment regarding the new name of the position of the members of the Board of Officers.

(iv) recommend to the Board of Directors the areas of each Executive Officer;

(iv)  recommend to the Board of Directors the areas of each ExecutiveVice President Officer;

Adjustment regarding the new name of the position of the members of the Board of Officers.

(v)  make decisions of an urgent nature within the scope of duties of the Board of Officers, “ad referendum”  of the latter;

No change

No change

(vi) represent the Company in the shareholders meetings and/or quotaholders’ meetings of the Company and companies which the Company holds an interest, or appoint an Executive Officer or attorney-in-fact to represent him/her;

(vi)  represent the Company in the shareholders meetingsShareholders Meetings and/or quotaholders’  meetings of the Company and companies which  the Company holds an interest, or appoint an Executivea Vice President Officer or attorney-in-fact to represent him/her; and 

Adjustment regarding the new name of the position of the members of the Board of Officers. Correction of the spelling of “Meeting” in the Portuguese version.

(vii) receive summons and represent the Company in court or outside it, or appoint an Executive Officer to do so;

(vii)  receive summons  and represent the Company in court or outside it, or appoint an Executivea Vice President Officer to do so.; 

Adjustment regarding the new name of the position of the members of the Board of Officers.

Non existing provision.

b) Of the Operations Vice President Officer, to direct and lead the businesses of generation, commercialization and distribution of energy, as well as the services rendered by the Company's subsidiaries, to propose and manage the investments related to all of these businesses; to propose and implement new projects, ensuring operational excellence in accordance with the Company's strategic planning; to plan and perform the activities of purchase and sale of energy, observing and performing the necessary risk management policy inherent to this business; to develop and deliver services to customers; to manage the processes relating to regulatory matters, energy planning, operations engineering, retail marketing activities and distribution, as well as processes related to the purchase and sale of energy generation businesses, commercialization and distribution;

New position to be created, which shall consolidate, among other duties, the duties exercised by the Vice President Power Management Officer, Vice President Power Distribution Officer, and Vice President Power Generation Officer.

Non existing provision.

bc)  Of the Institutional Relations Vice President Officer, to direct and lead external communications, and the elaboration of the regulatory and institutional matters relating to the Company and its controlled companies, as well as its legal and environmental departments; to define and ensure the compliance with the principles and sustainability rules of the Company and its subsidiaries, directly or indirectly, or associated companies, and to take remedial measures when legal, regulatory, environmental and reputational incidents occur.

New position to be created, which shall, among other duties, be responsible for defining and ensuring the compliance with the principles and sustainability rules of the CPFL group, which shall help the consolidation and the better efficiency in the implementation of such principles and implementation of potential corrective measures.

b) Of the Vice President Business Development Officer, to manage and lead the assessment of the potential and the development of new businesses related to the areas of electricity distribution, generation and commercialization and related or complementary activities;

cd)  Of the Vice President Business Development Officer, to manage and lead the assessment of the potential and the development of new businesses related to the areas of electricity distribution, generation and commercialization and related or complementary activities;

Adjustment of number of item (d).

c) Of the Financial Vice President Officer, to conduct and lead the administration and management of the financial activities of the Company and its controlled companies, including the investment analysis and definition of risk limits, recommending and undertaking of loans and financing operations, treasury operations, financial and tax planning and control, and the management of activities inherent to the Company’s Accounting and that of its controlled companies, also with the duty to act as representative of the Company and its controlled companies in the relations with investors and the capital market; and

ce)  Of the Financial Vice President Officer, to conduct and lead the administration and management of the financial activities of the Company and its controlled companies, including the investment analysis and definition of risk limits, recommending and undertaking of loans and financing operations, treasury operations, financial and tax planning and control, risk monitoring, and the management of activities inherent  to the Company’s Accounting and that of its controlled companies, also with the duty to act as representative of the Company and its controlled companies in the relations with investors and the capital market; and

Adjustment of number of item (e).

Amendment arising from the relocation of the activities developed by the positions to be extinguished in the terms of this proposal.

d) Of the Chief Power Management Executive Officer, to conduct the Company and its controlled companies power sale operations, planning and carrying out the power purchase and sale operations, with due regard to the adequate risk management; planning and executing commercial services as well as to develop and offer aggregated value services to major customers;

d) Of the Chief Power Management Executive Officer, to conduct the Company and its controlled companies power sale operations, planning and carrying out the power purchase and sale operations, with due regard to the adequate risk management; planning and executing commercial services as well as to develop and offer aggregated value services to major customers;

Exclusion due to the extinction of the position in the terms of this proposal.

e) Of the Chief Power Distribution Executive Officer, to conduct the electric power distribution business, approve the drafting and accomplishment of technical and business policies and procedures to serve consumers, to be in charge of the planning, operation and maintenance of the electric system, the engineering and asset management of the Company and its controlled companies, with due regard to the adequate standards of business profitability and quality as defined by the Granting Authority; also with the duty to recommend and manage the investments in connection with the power distribution business of the Company and its controlled companies;

e) Of the Chief Power Distribution Executive Officer, to conduct the electric power distribution business, approve the drafting and accomplishment of technical and business policies and procedures to serve consumers, to be in charge of the planning, operation and maintenance of the electric system, the engineering and asset management of the Company and its controlled companies, with due regard to the adequate standards of business profitability and quality as defined by the Granting Authority; also with the duty to recommend and manage the investments in connection with the power distribution business of the Company and its controlled companies;

Exclusion due to the extinction of the position in the terms of this proposal.

f) Of the Chief Power Generation Executive Officer, to conduct the electricity generation business, answering for the operations of the affiliated and subsidiary companies engaged in this area; to recommend, examine, evaluate, plan and implement new projects and investments in electricity generation that are in line with the strategic planning of the Company and its controlled companies; and

f) Of the Chief Power Generation Executive Officer, to conduct the electricity generation business, answering for the operations of the affiliated and subsidiary companies engaged in this area; to recommend, examine, evaluate, plan and implement new projects and investments in electricity generation that are in line with the strategic planning of the Company and its controlled companies; and

Exclusion due to the extinction of the position in the terms of this proposal.

g) Of the Administrative Officer, to direct and lead the information technology, procurement, supplies, infra structure and administrative logistics of the Company and its subsidiaries; to direct the organizational management processes and systems and propose and/or promulgate the internal rules; being also responsible for proposing, examining, assessing, planning and implementing new projects and investments pertinent to these activities, in line with the strategic planning of the company and its subsidiaries

g)f)  Of the Administrative Vice President Officer, to direct and lead the activities of information technology, quality,  procurement, supplies, infra structure infrastructure, services center and administrative logistics of the Company  and its subsidiaries; to direct the organizational management processes and systems and propose and/or promulgate  the internal rules; being  also responsible for proposing, examining, assessing, planning and implementing new projects and investments pertinent to these activities, in line with the strategic planning of the company and its subsidiaries.

Renumbering due to the exclusions above mentioned. Amendment due to relocation of the activities developed by the positions to be extinguished in the terms of this proposal.

Article 20 - The term of office of the members of the Board of Officers shall be of two (2) years, reelection admitted.

Article 2019  - The term of office of the members of the Board of Officers shall be of two (2) years, reelection admitted.

Adjustment of the number of the Article.

Sole Paragraph - Once the term of office expires, the members of the Board of Executive Officers shall remain in their offices until their successors take office

Sole Paragraph - Once the term of office expires, the members of the Board of Executive Officers shall remain in their offices until their successors take office.

Exclusion of the Article due to the provision to be included in the new Article 14.

Article 21 - The members of the Board of Executive Officers shall be vested in their respective offices by signing the proper term, drawn up in the book of the meetings of Board of Executive Officers, as well as the statement of consent referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they commit to comply with the rules set forth therein in respect of the adhesion of the Company to the New Market.  

Article 21 - The members of the Board of Executive Officers shall be vested in their respective offices by signing the proper term, drawn up in the book of the meetings of Board of Executive Officers, as well as the statement of consent referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they commit to comply with the rules set forth therein in respect of the adhesion of the Company to the New Market.

Exclusion of the Article due to the provision to be included in the new Article 14.

Sole Paragraph - The members of the Board of Executive Officers will also sign a term of commitment to the provisions of the Shareholders’ Agreement, by means of which they state that they are fully aware of its contents.

Sole Paragraph - The members of the Board of Executive Officers will also sign a term of commitment to the provisions of the Shareholders’ Agreement, by means of which they state that they are fully aware of its contents.

Exclusion of the Sole Paragraph due to the provision to be included in the new Paragraph 2 of the new Article 14.

Article 22 - In the event of vacancy of any of the Executive Officer positions, the Chief Executive Officer shall appoint, among the other Executive Officers, the one to accumulate the duties of the vacant position substitute is elected by the Board of Directors. In the event of vacancy of the position of Chief Executive Officer, the Chairman of the Board of Directors or, in case of his impediment, the Chief Finance Executive Officer, shall perform his duties until the substitute is elected.

Article 2220  - In the event of vacancy of any of the ExecutiveVice President Officer positions, the Chief Executive Officer shall replace him/her temporarily or appoint, among the other ExecutiveVice President Officers, the one to accumulate the duties of the vacant position until the substitute is elected by the Board of Directors. In the event of vacancy of the position of Chief Executive Officer, the Chairman of the Board of Directors – or, in case of his/her  impediment, the Chief Finance Executive OfficerVice President for Operations, shall perform his/her  duties temporarily until the substitute is elected.

Adjustment of the number of the article. The amendment included herein was made for the purpose of simplifying the administrative structure of the Company in the event of vacancy of positions in the Board of Officers, with the intent of promoting a more dynamic and efficient mechanism, compatible with the requirements of the Novo Mercado Listing Rules, for the continuance of the operations of the Company.

Paragraph 1 - The Chief Executive Officer, during his temporary impediments shall be substituted by another Executive Officer to be appointed by the Board of Directors.

Paragraph 1 - The Chief Executive Officer, during his/her  temporary impediments shall be substituted by another Executivereplaced by one of the Vice President Officer to be appointed by the Board of Directors.

Adjustment in view of the name of the position of the members of the board of officers of the Company.

Paragraph 2 - In the event of absence or temporary impediment, the other Executive Officers shall be substituted by another Executive Officer of the Company, appointed by the Chief Executive Officer. 

Paragraph 2 - In the event of absence or temporary impediment, the other Executive Officers shall be substituted by another Executive Officer of the Company, appointed by of any Vice President Officer, the Chief Executive Officer.  shall replace him/her or appoint another Vice President Officer to do so.

The amendment included herein was made for the purpose of simplifying the administrative structure of the Company in the event of vacancy of positions in the Board of Officers, with the intent of promoting a more dynamic and efficient mechanism, compatible with the requirements of the Novo Mercado Listing Rules, for the continuance of the operations of the Company

Article 23 - The duties of the Board of Officers are to: 

Article 2321  - The duties of the Board of Officers are to:

Adjustment of the number of the Article.

I -  Perform all acts necessary to the regular operation of the Company;

No change

No change

II -  Submit to the Board of Directors the Company Policies and Strategies;

No change

No change

III -  Submit to the Board of Directors any proposal for a capital increase or amendment to the Bylaws;

No change

No change

IV -  Recommend to the Board of Directors (i) the acquisition of any fixed asset  in an amount equal to or higher than twenty million reais (R$ 20,000,000.00) and the disposal or lien of any fixed asset  in an amount equal to or higher than two million reais (R$ 2,000,000.00); (ii) the establishment of any type of guarantee not involving fixed assets in an amount equal to or higher than twenty million reais (R$20,000,000.00) and the establishment of any type of guarantee involving fixed assets in an amount equal to or higher than two million reais (R$ 2,000,000.00) in business concerning interests and activities of the Company and/or of companies directly or indirectly controlled by the Company, and (iii) the execution of agreements by the Company with shareholders or persons controlled by them or affiliated or associated, directly or indirectly, in an amount higher than five million reais (R$ 5,000,000.00);

No change

No change

V - Submit to the Board of Directors an Annual Corporate Events Calendar, informing the scheduled corporate events and containing at least the information set out in the Bylaws of Novo Mercado provided by Bolsa de Valores de São Paulo;

V - Submit to the Board of Directors an Annual Corporate Events Calendar, informing the scheduled corporate events and containing at least the information set out in the Bylaws of Novo Mercado provided by Bolsa de Valores de São Paulo BM&FBOVESPA; 

Adjustment to the name of BM&FBovespa.

VI - Submit to the approval of the Board of Directors the five-year plan, as well as its annual revisions and the annual budget.

VI - Submit to the approval of the Board of Directors the five-year  plan, as well as its annual revisions and the annual budget.

Adjustment of the wording of “five-year plan” in the Portuguese version.

Article 24 - The Board of Officers shall meet upon call of the Chief Executive Officer, with the majority of its members.

Article 2422  - The Board of Officers shall meet upon call of the Chief Executive Officer, with the majority of its members.

Adjustment to the number.

Sole Paragraph - The decisions of the Board of Officers shall be made by the majority of the votes of the members in attendance and the Chief Executive Officer shall have the casting vote in case of a tie.

Sole Paragraph - The decisions  of the Board of Officers will be adopted shall be made by the majority of the votes of the members in attendance and the Chief Executive Officer shall have the casting vote in case of a tie.

Adjustment to the wording in the Portuguese version.

Article 25 - All the acts, agreements or documents that imply liability to the Company, or release third parties from liability or obligations to the Company, under the penalty of not being effective against it, shall be signed (i) by two (2) Officers; (ii) by one sole Officer, provided that previously authorized by the Board of Directors; (iii) by one Officer jointly with an attorney-in-fact or (iv) by two attorneys-in-facts.

Article 2523  - All the acts, agreements or documents that imply liability to the Company, or release third parties from liability or obligations to the Company, under the penalty of not being effective against it, shall be signed (i) by two (2) Officers; (ii) by one sole Officer, provided that previously authorized by the Board of Directors; (iii) by one Officer jointly with an attorney-in-fact or (iv) by two attorneys-in-facts. 

Adjustment to the number.

Paragraph 1 - The powers of attorney granted by the Company shall (i) be signed by two (2) members of the Board of Officers, (ii) expressly specify the powers granted; and (iii) state a validity term limited to a maximum of one (1) year, without authorization to delegation of powers, with the exception of: (a) “ad judicia” powers of attorney, that may be delegated  and granted for an undetermined period of time, and (b) the powers of attorney granted to financial institutions, which may be established for the period(s) of time of the financing contract(s).

No change.

No change.

Paragraph 2 - With due regard to provisions herein, the Company may be represented by a  sole Officer or attorney-in-fact (i) to perform merely administrative routine acts, including before public agencies in general, quasi-governmental agencies, state-owned companies, joint private and public stock companies, Boards of Trade, Labor Courts, the INSS, FGTS and its collecting banks, (ii) at the concessionaires or permissionaires of public utility services, in acts that do not imply the assumption of obligations or the release of third party obligations, (iii) to protect its rights in administrative proceedings or any other proceedings, and to perform tax, labor or social security obligations, (iv) to endorse negotiable instruments for purposes of collection or deposit in bank accounts held by the Company and (v) and to receive summons, service of process, notifications or writs, or further to represent the Company in Court.

No change.

No change.

Paragraph 3 - It is prohibited to the Officers and attorneys-in-fact to perform any acts strange  to the corporate object, as well as to give guarantees and/or undertake obligations to the benefit or in favor of third parties without prior and express consent of the Board of Directors, being the acts performed in violation of this provision considered  without effect in relation to the Company. 

No change.

No change.

Article 26 - It is the duty of any member of the Board of Officers, in addition to the exercise of the powers and duties assigned by these Bylaws, to perform other functions that may be determined by the Board of Directors.

Article 2624  - It is the duty of any member of the Board of Officers, in addition to the exercise of the powers and duties assigned by these Bylaws, to perform other functions that may be determined by the Board of Directors.

Adjustment to the number.

Article 27 - The Chief Executive Officer may dismiss any member of the Board of Officers, and shall inform his/her decision and the reasons supporting it and the dismissal shall be formalized in the subsequent meeting of the Board of Directors. The duties of the removed Officer shall, until the appointment of the substitute, be performed by the Officer assigned by the Chief Executive Officer. 

Article 2725  - The Chief Executive Officer may dismiss  any member of the Board of Officers, and shall inform his/her  decision and the reasons supporting it and the dismissal  shall be formalized in the subsequent meeting of the Board of Directors. The duties of the removed Officer shall, until the appointment of the substitute, be performed by the Officer assigned by the Chief Executive Officer.

Adjustment to the number.

CHAPTER IV

CHAPTER IV  V

Adjustment to the number of the Chapter,

The Audit Committee

No change.

No change

Article 28 - The Audit Committee, with due regard to legal provisions, shall be composed of three (3) to five (5) effective members and an equal number of alternates, with a term of office effective until the Annual Shareholders Meeting subsequent to their election, reelection allowed.

Article 28  26- The Audit Committee, with due regard to legal provisions, shall be composed of three (3) to five (5) effective members and an equal number of alternates, with a term of office effective until the Annual Shareholders Meeting  subsequent to their election, reelection allowed.

Adjustment to the number. Adjustment of the wording of “Meeting” in the Portuguese version.

Paragraph 1 - The members of the Audit Committee shall be vested in their respective offices upon signing the proper term, drawn up in the book of the minutes of the meetings of the Fiscal Council, as well as the statement of consent referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they shall commit to comply with the rules set out therein upon the adhesion of the Company to the New Market.

Paragraph 1 - The members of the Audit Committee shall be vested in their respective offices upon signing the proper term, drawn up in the book of the minutes of the meetings of the Audit Committee Fiscal Council, as well as the statement of consent referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they shall commit to comply with the rules set out therein upon the adhesion of the Company to the New Market. 

The last part of this paragraph was excluded in view of the creation of a new paragraph 2.

Non existing paragraph

Paragraph 2 – The investiture of the members of the Audit Committee taking office is conditioned to the previous formalization of the Instrument of Consent of the Audit Committee Members according to the terms of the Bylaws of Novo Mercado, as well as the attendance of the applicable legal requirements.

Inclusion in view of the segregation of paragraph 1 of this article.

Paragraph 2 - The fees of the Audit Committee members shall be fixed by the Annual Shareholders Meeting.

Paragraph 23  -  The fees of the Audit Committee members shall be fixed  by the Annual  Shareholders Meeting.  

Adjustment to the number. Adjustment of the wording of “Meeting” in the Portuguese version.

Paragraph 3 - The duties of the Audit Committee are the ones set out in the law and it shall function permanently.

Paragraph 34  - The duties of the Audit Committee are the ones set out in the law and it shall function permanently.

Adjustment to the number.

CHAPTER IV

CHAPTER IVV 

Adjustment to the number of the Chapter

THE FISCAL YEAR

No change

No change

Article 29 - The fiscal year shall end on December 31^st of each year when the corresponding financial statements shall be prepared, noting that quarterly financial statements shall also be prepared, except in the last quarter of each year. All the financial statements shall include the statement of the Company’s cash flow, which shall state, at least, the changes occurring in the cash balance and cash equivalents, broken down in operation, financing and investment flows. The financial statements of the fiscal year shall, after opinion of the Board of Directors and Fiscal Council, be submitted to the Annual  Shareholders Meeting, together with a proposal for the allocation  of the fiscal year result.

Article 2927  - The fiscal year shall end on December 31^st of each year when the corresponding financial statements shall be prepared, noting that quarterly financial statements shall also be prepared, except in the last quarter of each year. All the financial statements shall include the statement of the Company’s cash flow, which shall state, at least, the changes occurring in the cash balance and cash equivalents, broken down in operation, financing and investment flows. The financial statements of the fiscal year shall, after opinion of the Board of Directors and Fiscal Council, be submitted to the Annual  Shareholders Meeting, together with a proposal for the allocation  of the fiscal year result.

Adjustment of the wording of “Meeting” in the Portuguese version.

Paragraph 1 - The financial statements of the Company shall further be prepared in accordance with the international US GAAP or IAS GAAP standards, in reais or US dollars, and shall be disclosed in full, in the English language, together with the management report and explanatory notes.  

Paragraph 1 - The financial statements of the Company shall further be prepared in accordance with the international US GAAP or IAS GAAP standards, in reais or US dollars, and shall be disclosed in full, in the English language, together with the management report and explanatory notes.

Paragraph excluded in the proposal in view of such provision no longer being required by the Novo Mercado Listing Rules due to the adoption of the IFRS standard by the Brazilian accounting principles.

Paragraph 2 - The Company and its managers shall, at least once a year, hold a public meeting with analysts and any interested parties, to disclose information in respect of its respective economic-financial situation, projects and perspectives.

Paragraph 21  - The Company and its managers shall, at least once a year, hold a public meeting with analysts and any interested parties, to disclose information in respect of its respective economic-financial situation, projects and perspectives.

Adjustment of the number.

Paragraph 3 - The net profit of the fiscal year shall be mandatory allocated as follows:

Paragraph 32  - The net profit of the fiscal year shall be mandatory allocated  as follows:

Adjustment of the number.

a) five per cent (5%) to form the legal reserve, until it reaches twenty per cent (20%) of the subscribed capital stock;

No change.

No change.

b) payment of mandatory dividend, with due regard to provision in Article 31 hereof;

b) payment of mandatory dividend, with due regard to provision in Article 3129  hereof;

Adjustment of the cross reference.

c) the remaining profit, except as otherwise resolved by the Shareholders Meeting, shall be allocated to form the working capital reinforcement reserve, the total of which shall not exceed the amount of the subscribed capital stock.

c) the remaining profit, except as otherwise resolved by the Shareholders Meeting, shall be allocated  to form the working capital reinforcement reserve, the total of which shall not exceed the amount of the subscribed capital stock.

Adjustment of the wording of “Meeting” in the Portuguese version.

Article 30 - The Company shall distribute as dividend, in every fiscal year, a minimum of twenty-five per cent (25%) of the net profit of the fiscal year, adjusted according to the terms of Article 202 of Law No. 6,404/76.

Article 3028  - The Company shall distribute as dividend, in every fiscal year, a minimum of twenty-five per cent (25%) of the net profit of the fiscal year, adjusted according to the terms of Article 202 of Law No. 6,404/76.

Adjustment to the number of the Article.

Article 31 - By resolution of the Board of Directors, the mandatory dividend may be paid in advance, in the course of the fiscal year and until the Annual Shareholders Meeting that decides on the respective amount; the amount of the advanced dividend shall be offset against the mandatory dividend of the fiscal year. The Annual Shareholders Meeting shall decide on the payment of the existing mandatory dividend balance, as well as on the reversal to that reserve of the amount paid in advance.

Article 3129  - By resolution of the Board of Directors, the mandatory dividend may be paid in advance, in the course of the fiscal year and until the Annual  Shareholders Meeting  that decides  on the respective amount; the amount of the advanced dividend shall be offset against the mandatory dividend of the fiscal year. The Annual  Shareholders Meeting  shall decide  on the payment of the existing mandatory dividend balance, as well as on the reversal to that reserve of the amount paid in advance.

Adjustment to the number. Adjustment of the wording of “Meeting” in the Portuguese version.

Article 32 - The Company shall prepare the semiannual balance on June 30 of each year and may, by resolution of the Board of Directors, prepare balances for shorter periods.

Article 3230  - The Company shall prepare the semiannual balance on June 30 of each year and may, by resolution of the Board of Directors, prepare balances for shorter periods.

Adjustment to the number

Paragraph 1 - The Board of Directors may declare intermediary dividends, to the account of profits calculated in the semiannual balance and, with due regard to legal provisions, to the account of profits calculated in the balance for a shorter period than six (6) months, or to the account of accrued  profits or profit reserves existing in the last balance sheet or semiannual balance.

No change

No change

Paragraph 2 - The Board of Directors may declare interest on equity, pursuant to Paragraph 7, Article 9, of Law No. 9,249/95 and allocate  them to the payment of the minimum mandatory dividend.

No change

No change.

Article 33 - The dividends, except as otherwise decided by the Shareholders Meeting, shall be paid no later than sixty (60) days counted as of the date of the decision on their distribution and, in any case, within the fiscal year.

Article 3331  - The dividends, except as otherwise decided  by the Shareholders Meeting, shall be paid no later than sixty (60) days counted as of the date of the decision  on their distribution and, in any case, within the fiscal year.

Adjustment to the number. Adjustment of the wording of “Meeting” in the Portuguese version.

Article 34 - In the fiscal years in which the minimum mandatory dividend is paid, the Shareholders Meeting may allocate to the Board of Directors and to the Board of Officers a profit sharing, with due regard to the limits of Paragraph 1, Article 152, of Law No. 6,404/76, and the Board of Directors shall define the respective distribution.

Article 3432  - In the fiscal years in which the minimum mandatory dividend is paid, the Shareholders Meeting  may allocate  to the Board of Directors and to the Board of Officers a profit sharing, with due regard to the limits of Paragraph 1, Article 152, of Law No. 6,404/76, and the Board of Directors shall define the respective distribution.

Adjustment to the number. Adjustment of the wording of “Meeting” in the Portuguese version.

Article 35 - The declared dividends shall neither accrue interest nor be adjusted for inflation and, if they are not claimed within three (3) years as of the date of the begin of the respective payment, they shall become time-barred in favor of the Company.

Article 3533 - The declared dividends shall neither accrue interest nor be adjusted for inflation and, if they are not claimed within three (3) years as of the date of the begin of the respective payment, they shall become  time -barred in favor of the Company.

Adjustment to the number.

CHAPTER V

CHAPTER VVII 

Adjustment to the number.

WINDING UP

No change.

No change.

Article 36 - The Company shall be winded up in the events provided in the law, and the Board of Directors shall decide on how the liquidation will take place and appoint the liquidator.

Article 3634  - The Company shall be winded up in the events provided in the law, and the Board of Directors shall decide  on how the liquidation will take place and appoint the liquidator.

Adjustment to the number

CHAPTER VI

CHAPTER VIVIII 

Adjustment to the number

TRANSFER OF CONTROL

No change.

No change.

Article 37 – The disposal of control of the Company, direct or indirectly, whether through a single transaction or through a series of successive transactions, shall be contracted under suspensive or terminating condition that the buyer undertakes to conduct a tender offer to purchase the shares held by the other shareholders of the Company, subject to the conditions and terms set forth by the applicable legislation and the Bylaws of Novo Mercado, in order all shareholders an equal treatment as that of the selling controlling shareholder. 

Article 3735  - The disposal of control of the Company, directly or indirectly, whether through  a single transaction or through  a series of successive transactions, shall be contracted under suspensive or terminating condition that the buyerAcquirer  undertakes to conduct  a tender offer to purchase the shares held by the other shareholders of the Company, subject to the conditions and terms set forth by the applicable legislation and the Bylaws of Novo Mercado, in order to ensure all shareholders an equal treatment as that of the Selling Controlling Shareholder

Adjustment to the number. Review of the terms used in this provision in accordance with the new wording of the Novo Mercado Listing Rules.

Sole Paragraph – The Tender Offer which this article refers to shall also be required when there is assignment for consideration of subscription rights and of other rights related to securities convertible into shares, which may result in the transfer of the Company’s control, and in the event of sale of the control of the company that holds the control of the Company, in which case the selling controlling shareholder shall give notice of the attributable amount to the Company to BOVESPA, and the attached documentation proving such amount. 

Sole Paragraph – The Tender Offer which this article refers to shall also be required: (i) when there is assignment for consideration of subscription rights and of other rights related to securities convertible into shares, which may result in the tTransfer of the Company’s cControl, or (ii)and in the event of sale of the control of the company that holds the cControl of the Company, in which case the sSelling cControlling sShareholder shall give notice of the attributable amount to the Company to BM&FBOVESPA, and the attached documentation proving such amount. 

Adjustment to the wording of this provision in accordance to the terms used by the Novo Mercado Listing.

Article 38 - The public offering contemplated in the caption of Article 37 shall also apply in the event the acquirer of the control is anyone who already owns the Company’s shares and acquires the Company’s control through a private share purchase agreement with the Controlling Shareholder involved. In this case, the acquirer shall reimburse the shareholders from whom it purchased shares on the stock exchange in the six (6) months prior to the date of the disposal of control and pay them paid to the controlling shareholder disposing of the shares and the amount paid on the stock exchange, as duly adjusted for inflation.

Article 38 - The public offering contemplated in the caption of Article 37 shall also apply in the event the acquirer of the control is anyone who already owns the Company’s shares and acquires the Company’s control through a private share purchase agreement with the Controlling Shareholder, involved. In this case, the acquirer shall reimburse the shareholders from whom it purchased shares on stock exchange in the six (6) months prior to the date of the disposal of control and pay them paid to the controlling shareholder disposing of the shares and the amount paid on the stock exchange, as duly adjusted for inflation  

The proposal contemplates the exclusion of this article, in accordance with the changes implemented in the Novo Mercado Listing Rules.

The adjustment proposed herein aims to simplify the wording of the Bylaws, without representing any loss to the rights set forth herein, which are protected by the wording of the Sole Paragraph of the new article 35 and other amendments proposed in this Chapter VIII.

Non existing Provision

Article 36 – Any person acquiring Control as a result of a private transaction entered into by a Controlling Shareholder (regardless of the number of shares) shall be required to (i) carry out the public bid provided in Article 35 above, and (ii) pay, under the terms indicated below, the amount equivalent to the difference between the tender offer price and the price paid for share eventually acquired at the market over the six-month period preceding the date of acquisition of Control, properly adjusted until the payment date. Such amount shall be distributed among all people who sold shares of the Company in the same trading sessions at which the Acquirer performed the acquisitions, on a pro rata basis to the net seller daily balance of each one, being BM&FBOVESPA responsible to operate the distribution, in the terms of its regulations.

Included new wording to reflect the terms of the Novo Mercardo Listing Rules, for purposes of setting forth the obligation of the acquirer to pay the difference between the tender offer price and the price paid for share eventually acquired at the market over the six-month period preceding the date of acquisition of Control.

Sole Paragraph – The controlling shareholder, on the occasion of any disposal of the Company’s control, shall not transfer the title to his shares while the purchaser has not executed the statement of consent of controlling shareholders referred to at the Bovespa’s New Market Agreement executed by the Company, by means of which they shall commit to comply with the rules set forth therein. Likewise, the Company’s management members shall not register any transfer of shares to the purchaser while such term is not signed. Additionally, the Company will not register any transfer of shares to the buyer or to whoever holds its control, until the latter signs the statement of consent from controlling shareholders referred to at the Bovespa’s New Market Agreement. Likewise, the Company must not file any shareholders’ agreements that provide for the exercise of control until the parties to the agreement have signed a statement of consent from controlling shareholders.

Sole Paragraph - The controlling shareholder, on the occasion of any disposal of the Company’s control, shall not transfer the title toof  his/her/its  shares while the purchaser has not executed the statement of consent from controlling shareholdersStatement of Consent of Controlling Shareholders referred to at the Bovespa’s New Market Agreement executedBylaws of Novo Mercado of BM&FBOVESPA entered into by the Company, by means of which they shall commit to comply with the rules set forth therein. Likewise, the Company’s management members shall not register any transfer of shares to the purchaser while such term is not signed. Additionally, the Company will not register any transfer of shares to the buyer or to whoever holds its control, until the latter signs the statement of consent from controlling shareholders referred to at the Bovespa’s New Market Agreement. Likewise, the Company must not file any shareholders’ agreements that provide for the exercise of control until the parties to the agreement have signed a statement of consent from controlling shareholders

Simplifying the wording of Paragraph One with the adequacy of the terms used by writing the Novo Mercado.

The alteration for the exclusion of the end of this paragraph shall not affect the provisions of by-laws, since the proposal contemplates the new segregation in Articles 37 and 38, to simplify the reading of the document.

Non existing provision.

Article 37 - The Company shall not register any share transfers to the Acquirer or to those who might subsequently hold the Control, until the Acquirer has signed the Statement of Consent of Controlling Shareholders of the Bylaws of Novo Mercado.

This new article is a result of the segregation of the sole paragraph of article 38 of the Bylaws.

Non existing provision.

Article 38 - The Company shall not file any Shareholders’ Agreement regarding the exercise of the Control at the head office of the Company, whilst its signatories have not signed Statement of Consent of Controlling Shareholders of the Novo Mercado Listing Rules. 

This new article is a result of the segregation of the sole paragraph of article 38 of the Bylaws.

CHAPTER VII

CHAPTER VIIIX 

Adjustment of the number.

DELISTING OF THE COMPANY

No change

No change

Article 39 - Without prejudice to legal and regulation provisions, the cancellation of the Company’s registration as a publicly-held company with the CVM shall be preceded by a public offering for the acquisition of shares and shall have as minimum price, mandatory, the value of the Company and of its shares that comes to be determined in the appraisal report by a specialized company using the Economic Value of the shares as the criterion to calculate the fair price of the outstanding shares of the Company, pursuant to Paragraph 4, Article 4, of Law No. 6,404/76, by using an acknowledged methodology or based on another criterion that comes to be defined by the CVM.

Article 39 - – In the tender offer for the acquisition of shares, to be made by the Controlling Shareholder or by the Company, for the delisting of the Company, the minimum price to be offered shall correspond to the Economic Value verified in an appraisal report prepared in accordance to the terms of Paragraphs 1 and 2 of this Article 39, being all applicable legal and regulations observed. Article 39 - Without prejudice to legal and regulation provisions, the cancellation of the Company’s registration as a publicly-held company with the CVM shall be preceded by a public offering for the acquisition of shares and shall have as minimum price, mandatory, the value of the Company and of its shares that comes to be determined in the appraisal report by a specialized company using the Economic Value of the shares as the criterion to calculate the fair price of the outstanding shares of the Company, pursuant to Paragraph 4, Article 4, of Law No. 6,404/76, by using an acknowledged methodology or based on another criterion that comes to be defined by the CVM.

Amendment to the provision in view of changes to the criteria for valuation of the Company for purposes of delisting tender offers, in accordance to the Novo Mercado Listing Rules.

The proposal contemplates the preservation of the criteria for the definition of the offer price equal to, at least, the Economic Value, representing a greater benefit and protection to the shareholders of the Company.

Non existing provision.

Paragraph 1 - The appraisal report referred to in the caput of this Article shall be prepared by a specialized institution or entity, with experience and independence regarding the Company’s decision-making power of its Directors and/or the Controlling Shareholder(s), in addition to meeting the requirements of Paragraph 1 of Article 8 of Law No. 6,404/76, and shall contain the limit to the responsibility provided in Paragraph 6 of this same Article.

Review of the wording in view of the changes implemented by the Novo Mercado Listing Rules, for the purposes of setting forth the criteria for the definition of the specialized auditor for the determination of the Economic Value of the Company, guaranteeing its independence, technical qualification and greater protection to the shareholders of the Company.

Non existing provision.

Paragraph 2 - The choice of the specialized institution or entity responsible for the determination of the Economic Value of the Company is of exclusive competence of the Shareholders’ Meeting, as of the presentation, by the Board of Directors, of three nomination list, and the respective decision, not computing the votes in blank, shall be made by the majority of the votes of the shareholders representing the Free Float Shares present in that Meeting, which, if installed on first call, shall have the presence of shareholders that represent, at least, twenty per cent (20%) of the total of the Free Float Shares, or if installed on second call, might have the presence of any number of members representing the Free Float.

Review of the wording on the procedure for the appointment of the auditor which shall be responsible for the definition of the Economic Value, in accordance with the terms of the Novo Mercado Listing Rules.

Paragraph 1 - With due regard to the other terms of the Bylaws of Novo Mercado of the Bolsa de Valores de São Paulo, these Bylaws and the legislation in force, the tender offer for the delisting may also contemplate the exchange for securities of other publicly-held companies, to be accepted at the discretion of the offered party.

Paragraph 13  - With due regard to the other terms of the Bylaws of Novo Mercado of the Bolsa de Valores de São Paulo BM&FBOVESPA, these Bylaws and the legislation in force, the tender offer for the delisting  may also contemplate the exchange for securities of other publicly-held companies, to be accepted at the discretion of the offered party.

Adjustment to the number and wording of this provision in accordance to the terms used by the Novo Mercado Listing.

Paragraph 2 - The cancellation shall be preceded by an Extraordinary Shareholders’ Meeting that shall decide specifically on such delisting.

Paragraph 24  - The cancellation shall be preceded by an Extraordinary Shareholders’ Meeting  that shall decide  specifically on such delisting. 

Adjustment to the number. Correction of the spelling of the word “Meeting” in the Portuguese version.

Article 40 – In the event the appraisal report referred to in Article 39 is not ready by the time the Extraordinary Shareholders’ Meeting is called to resolve on the delisting as a publicly held corporation, the controlling shareholder, or shareholders group holding the control of the Company, shall inform in such meeting the maximum value per share or lot of one thousand shares at which the public offering shall be accomplished.

Article 40 - In the event the appraisal report referred to in Article 39 is not ready by the time the Extraordinary Shareholders’ Meeting  is called to resolve on the delisting  as a publicly held corporation, the controlling shareholder, or shareholders group holding the control of the Company, shall inform in such meeting the maximum value per share or lot of one thousand shares at which the public offering shall be accomplished.

Correction of the spelling of the word “Meeting” in the Portuguese version.

Paragraph 1 - The tender offer shall be conditioned to the value calculated in the appraisal report referred to in Article 39 not being higher than the value disclosed by the controlling shareholder, or shareholders group that holds the Company’s control, in the Meeting referred to in this Article.

Paragraph 1 - The tender offer shall be conditioned to the value calculated in the appraisal report referred to in Article 39 not being higher than the value disclosed by the controlling shareholder, or shareholders group that holds the Company’s control, in the Meeting  referred to in this Article.

Correction of the spelling of the word “Meeting” in the Portuguese version.

Paragraph 2 - In the event the value of the shares as determined in the appraisal report is higher than the value informed by the shareholder or shareholders group that holds the control, the resolution referred to in this article shall be automatically cancelled, and such fact shall be fully disclosed to the market, except if the shareholder who holds control expressly agrees to carry out the tender offer at the value calculated in the appraisal report.

No change

No change

Article 41 – The appraisal report shall be prepared by a specialized company, with proved experience and independence as to the decision-making power of the Company, its management members and/or controlling shareholder, and shall further meet the other legal requirements. The party making the offer must pay all the costs of preparing the appraisal report.

Article 41 - The appraisal report shall be prepared by a specialized company, with proved experience and independence as to the decision-making power of the Company, its management members and/or controlling shareholder, and shall further meet the other legal requirements. The party making the offer must pay all the costs of preparing the appraisal report.

Excluded in view of the procedure contained herein being incorporated, with due changes, in accordance with the Novo Mercado Listing rules, to the new paragraphs of the Article 39.

Sole Paragraph - The General Meeting Shareholders has exclusive authority for choosing the specialized company that will determine the Company’s economic value, and will choose from among three (3) nominees submitted by the Board of Directors. The resolution must be passed by a majority of the votes of shareholders representing free float who are present at the General Meeting Shareholders, not counting blank votes. If the General Meeting Shareholders is instated on the first call, it must have a quorum of shareholders representing at least twenty per cent (20%) of the total free float shares. If the General Meeting Shareholders is instated on the second call, it can have any number of shareholders representing free float shares.

Sole Paragraph - The General Meeting of Shareholders has exclusive responsibility for choosing the specialized company that will determine the Company’s economic value, and will choose from among three (3) nominees submitted by the Board of Directors. The resolution must be passed by a majority of the votes of shareholders representing free float who are present at the General Meeting, not counting blank votes. If the General Meeting is instated on the first call, it must have a quorum of shareholders representing at least twenty per cent (20%) of the total free float. If the General Meeting is instated on the second call, it can have any number of shareholders representing free float.

Excluded in view of the procedure having been incorporated, with the necessary changes proposed by the Novo Mercado Listing Rules, in the new paragraphs of article 39.

CHAPTER VIII

CHAPTER VIIIX 

Adjustment to the number.

WITHDRAW FROM THE NOVO MERCADO

No change

No change

Non existing provisions

Article 41 - In the event of a decision to withdraw the Company from Novo Mercado, so that the securities issued by it be registered for trade outside the Novo Mercado Segment, or if by consequence of a corporate restructuring transaction, under which the company resulting from this restructuring does not have its securities admitted in negotiations in Novo Mercado in a 120-day term counted from the date of the Shareholders’ Meeting which approved said transaction, the Controlling Shareholder, shall implement a tender offer for the acquisition of the shares owned by the other shareholders of the Company, at least, for the Economic Value to be ascertained in an appraisal report prepared pursuant to the terms of Paragraphs 1 and 2 of Article 39, in accordance with the applicable legal and regulatory rules.

Adjustment of the number.

Review of the provisions applicable to the procedure for tender offer in view of the withdraw of the Company from the Novo Mercado segment, in accordance with the review and broadening of the rules set forth in the Novo Mercado Listing Rules.

It is stressed that the changes proposed to this article seek to promote further protection to the shareholders of the Company, by means of the determination of a term for the tender offer process and the minimum price applicable to it.

Article 42 - The Company may delist from the New Market at any time, as long as the delisting has been approved at a General Meeting of Shareholders and has been reported in writing to Bovespa at least thirty (30) days in advance. The controlling shareholder, or shareholders group holding the control of the Company, must make a public offer to acquire the other shareholders’ shares either if the company’s delisting from the New Market is because of registration of its securities for trades outside the New Market, or because of a corporate reorganization whereby the resulting company does not qualify for trading its securities on the New Market. In both cases, the minimum price of the public offer must be based in the Economic Value determined according to the appraisal report referred to in Article 41 herein.

Article 42 - The Company may delist from the New Market at any time, as long as the delisting has been approved at a General Meeting of Shareholders and has been reported in writing to Bovespa at least thirty (30) days in advance. The controlling shareholder, or shareholders group holding the control of the Company, must make a public offer to acquire the other shareholders’ shares either if the company’s delisting from the New Market is because of registration of its securities for trades outside the New Market, or because of a corporate reorganization whereby the resulting company does not qualify for trading its securities on the New Market. In both cases, the minimum price of the public offer must be based in the Economic Value determined according to the appraisal report referred to in Article 41 herein.  

To be excluded in accordance with the review of the provisions applicable to the tender offer process in the event of withdraw from the Novo Mercado.

Paragraph 1 - The public offering provided herein shall abide, as applicable, by the public offering rules for cancellation of the publicly-held company registration with the CVM, governed by Articles 39, 40 and 41 above

Paragraph 1 - The public offering provided herein shall abide, as applicable, by the public offering rules for cancellation of the publicly-held company registration with the CVM, governed by Articles 39, 40 and 41 above

To be excluded in accordance with the review of the provisions applicable to the tender offer process in the event of withdraw from the Novo Mercado.

Paragraph 2 - Whenever the Company’s delisting from the New Market is due to cancellation of registration as a publicly-held company, a General Meeting of Shareholders, as described in the caption of this Article, is not required

Paragraph 2 - Whenever the Company’s delisting from the New Market is due to cancellation of registration as a publicly-held company, a General Meeting of Shareholders, as described in the caption of this Article, is not required

To be excluded in accordance with the review of the provisions applicable to the tender offer process in the event of withdraw from the Novo Mercado.

Non existing provisions

Article 42 - In the absent of a clear Controlling Shareholder, if decided the withdraw of the Company from the Novo Mercado so the securities issued by the Company to be registered for trade outside the Novo Mercado, or if by consequence of a corporate restructuring transaction, under which the company resulting from this restructuring does not have its securities admitted in negotiations in Novo Mercado in a 120-day term counted from the date of the Shareholders’ Meeting which approved said transaction, the withdraw shall be conditioned upon the tender offer for the acquisition of shares in the same conditions foreseen in the article above.

Inclusion in conformity with the revision of the Novo Mercado Listing Rules, to set forth the provisions applicable to the decision to withdraw the Company from the Novo Mercado in a scenario whereas there is no Controlling Shareholder.

Non existing provisions

Paragraph 1 - Such Shareholders’ Meeting shall determine the responsible parties for implementation of the tender offer for the acquisition of shares, who, attending the Shareholders’ Meeting, shall be required to expressly undertake to implement the tender offer.

Inclusion in view of the changes proposed to the Novo Mercado Listing Rules to set forth the procedure for the definition of the responsible party for the obligation to implement the tender offer at the time of the decision to withdraw the Company from the Novo Mercado, in the event that there is no Controlling Shareholder.

Non existing provisions

Paragraph 2 - In the absence of a definition of the responsible parties for the implementation of the tender offer for the acquisition of shares, in the event of a corporate restructuring transaction, in which the company arising from said restructuring does not have its securities admitted to negotiation in the Novo Mercado, the shareholders who voted for the corporate restructuring shall be responsible for the implementation of the tender offer.

Inclusion in view of the changes proposed to the Novo Mercado Listing Rules to set forth the procedure for the definition of the responsible party for the obligation to implement the tender offer at the time of the decision to withdraw the Company from the Novo Mercado, in the event that there is no Controlling Shareholder.

Non existing provisions

Article 43 -.The withdrawal of the Company from the Novo Mercado due to the non-compliance with the obligations set forth in the Novo Mercado Listing Rules, is conditioned upon the implementation of the tender offer for the acquisition of shares at least for the Economic Value of the shares, to ascertained in a appraisal report according to Article39 of this By-laws, pursuant to the applicable legal and regulatory rules. 

Inclusion in view of the changes to the Novo Mercado Listing Rules to set forth the mandatory tender offer for the acquisition of the shares issued by the Company in the event of its withdraw from the Novo Mercado due to the non-compliance with the obligations set forth in the Novo Mercado Listing Rules.

Non existing provisions

Paragraph 1 - The Controlling Shareholder shall implement the tender offer set forth in the caption of this article

Inclusion in view of the changes to the Novo Mercado Listing Rules to set forth the responsibility of the Controlling Shareholder for the tender offer for the acquisition of the shares issued by the Company in the event of withdraw of the Company from the Novo Mercado due to the non-compliance with the obligations set forth in the Novo Mercado Listing Rules.

Non existing provisions

Paragraph 2. - In the event there is no Controlling Shareholder and the withdraw from Novo Mercado mentioned herein arises from the decision of the Shareholders’ Meeting, the shareholders who voted in favor of the decision, which triggered the respective non compliance, shall implement the tender offer set forth herein.

Inclusion in view of the changes to the Novo Mercado Listing Rules to set forth, in the event that there is no Controlling Shareholder, the shareholders who shall be responsible for the tender offer for the acquisition of the shares issued by the Company in the event of its withdraw from the Novo Mercado due to the non-compliance with the obligations set forth in the Novo Mercado Listing Rules.

Non existing provisions

Paragraph 3 - In the event of there is no Controlling Shareholder and the withdraw from Novo Mercado mentioned herein, occurs as a consequence of an act or fact from management, the Company’s Managers shall call a Shareholders’ Meeting which the agenda shall be the decision on how to remedy the non compliance with the obligations of the Novo Mercado Listing Rules or as the case may be decide on the withdraw of the Company from Novo Mercado.

Inclusion in view of the changes to the Novo Mercado Listing Rules to set forth the procedure applicable in the event of withdraw of the Company from the Novo Mercado due to the non-compliance with the obligations set forth in the Novo Mercado Listing Rules by act or fact from the management of the Company.

Non existing provisions

Paragraph 4 – In the event that the Shareholders’ Meeting mentioned in Paragraph 3 above decides for withdraw of the Company from the Novo Mercado, said Shareholders’ Meeting shall define the responsible party(ies) for the implementation of the tender offer for the acquisition of the shares issued by the Company, who shall be required to expressly undertake to implement the tender offer.

Inclusion in view of the changes to the Novo Mercado Listing Rules to set forth the procedure applicable in the event of withdraw of the Company from the Novo Mercado due to the non-compliance with the obligations set forth in the Novo Mercado Listing Rules by act or fact from the management of the Company and such withdraw is approved by the Shareholders’ Meeting of the Company;

CHAPTER IX

CHAPTER IX

.

TRANSACTIONS WITH ASSOCIATED PARTIES

TRANSACTIONS WITH ASSOCIATED PARTIES

Article 43 - The Company shall disclose to the market in general, according to the regulation in force, complete information about all and any agreement executed by the Company and its affiliated and subsidiary company(ies), its management members, its controlling shareholder, and further between the Company and affiliated or subsidiary company(ies) of the management members and the controlling shareholder, as well as with other companies that integrate the same group in fact or in law with any of these persons, whenever one sole agreement or successive agreements, with or without the same purpose, in any period of one year, reach an amount equal to or higher than two hundred thousand reais (R$ 200,000.00) or an amount equal to or higher than one per cent (1%) over the Company’s net worth, considering the one that is higher.

Article 43 - The Company shall disclose to the market in general, according to the regulation in force, complete information about all and any agreement executed by the Company and its affiliated and subsidiary company(ies), its management members, its controlling shareholder, and further between the Company and affiliated or subsidiary company(ies) of the management members and the controlling shareholder, as well as with other companies that integrate the same group in fact or in law with any of these persons, whenever one sole agreement or successive agreements, with or without the same purpose, in any period of one year, reach an amount equal to or higher than two hundred thousand reais (R$ 200,000.00) or an amount equal to or higher than one per cent (1%) over the Company’s net worth, considering the one that is higher.

Exclusion in view of the changes to the Novo Mercado Listing Rules which removed such requirement due to the disclosure requirements imposed by the Brazilian Securities and Exchange Commission in the Reference Form on transactions with related parties.

CHAPTER X

CHAPTER XXI 

Adjustment to the number.

ARBITRATION

No change.

No change.

Article 44 – The Company, the shareholders, the managers and the members of the Audit Committee undertake to settle, by arbitration, any and all disputes that may arise between them, related or arising from, specially, the application, validity, effectiveness, interpretation, violation and effects of the provisions of the Brazilian Corporate Law, these By-laws, the rules and regulations of the Brazilian National Monetary Council, the Brazilian Central Bank and by CVM, as well as in the applicable rules for the capital market in general, besides those set forth in the Bylaws of Novo Mercado, Novo Mercado’s Participation Agreement, of the Arbitration Covenants and the Arbitration Rules of the Market Arbitration. The arbitration shall be conducted by by the Market Arbitration Chamber instated by the Bolsa de Valores de São Paulo.

Article 44 –  The  Company, the  shareholders, the  Managers  and the members of the Audit Committee undertake to settle, by arbitration before the Market Arbitration Chamber, any and all disputes that may arise between them, related to or arising from, specially, the application, validity, effectiveness, interpretation, violation and effects of the provisions of the Brazilian  CorporationCorporate  Law, these By-laws, the rules and regulations of the Brazilian National Monetary Council, the Brazilian Central Bank and by  CVM, as well as in the applicable rules for the capital market in general, besides those set forth in the Bylaws of Novo Mercado, the Arbitration Rules, the Sanction Rules, Arbitration Clauses and of the Novo Mercado Participation Agreement, of the Arbitration Covenants and of the Arbitration Rules of the Market Arbitration Chamber. The arbitration shall be conducted by the Market Arbitration Chamber instated by the Bolsa de valores de São Paulo. 

Adjustment to the terms and provisions as per the revised Novo Mercado Listing Rules, in regard to Arbitration.

CHAPTER XI

CHAPTER XIXII 

Adjustment to the number.

GENERAL PROVISIONS

No change.

No change.

Non existing provision

Article 45 – The provisions set forth in the Bylaws of Novo Mercado, shall prevail over the provisions of these By-laws, in the event of damage to the rights of the recipients of the tender offer set forth in these By-laws.

Inclusion of new wording in view of the changes to the Novo Mercado Listing Rules.

Article 45 - The Company shall abide by the shareholders agreements, filed at its head office, which provide on restrictions of the circulation of shares, right of first refusal for its acquisition, exercise of vote, or control, in the Shareholders’ Meetings and in the Meetings of the Board of Directors, shall cause (i) the depositary financial institution to notate them in the deposit account statement furnished to the shareholder; and (ii) the Chairman of the Meeting of the Board of Directors or the presiding officers of the Shareholders’ Meeting, as the case may be, to refuse the validity of vote cast against its provisions.

Article 4546 - The Company shall abide by the shareholders’  agreements, filed at its head  office, which provide on  restrictions of  the circulation of shares, right of first refusal for its acquisition, exercise of vote, or control, in the Shareholders’  Meetings and in the Meetings  of the Board of Directors, and  shall cause (i) the depositary financial institution to notate  them in the deposit account statement furnished to the shareholder; and (ii) the Chairman of the Meeting of the Board of Directors or the presiding officers of the Shareholders’  Meeting, as the case may be, to refuse the validity of vote cast against  its provisions.