CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO C.N.P.J N 60.933.603/0001-78 NIRE - 35300011996 ORDINARY GENERAL MEETING I DATE, TIME AND PLACE: On the 25 th (twenty-fifth) day of April of 2014, at 3:00 pm, at the company headquarters at Avenida Nossa Senhora do Sabará, 5312, São Paulo, SP. II CALL: Call Notice published on April 10, 11 and 12 of 2014 in the Official State Gazette Business Section and the Folha de São Paulo: III QUORUM: Shareholders representing more than 2/3 (two-thirds) of the capital stock with voting rights, in consonance with those signatures found in the Shareholders Attendance List, and as per the terms of paragraph 1 of article 134 of Law no. 6.404/76. IV: PRESENCE: Dr. Almir Fernando Martins - Director of Finance and Investor Relations; Mr. Mauro Marques Accountant; Mr. Fabio Alonso representative of the Supervisory Board; Dr. Carlos Eduardo T. Braga Prosecutor for the Secretary of Finance of the State of São Paulo; Mr. Marcos Antonio Quintanilha representative of Ernst & Young Independent Auditors S.S; Mr. Wilson Bandeira de Moura - Companhia do Metropolitano de São Paulo METRÔ; Mr. Luciano Faleiros Paolucci - Banco Santander (BRAZIL) S/A; Dr. Marcello Joaquim Pacheco - MARPACHE Serviços de Escritório Ltda. EPP representing Vinci Gas Canoy Dividends Stock Investment Fund, and the other funds mentioned at the end; Dr. Cristiano Marques Godoy - Mesquita, Pereira, Marcelino, Almeida, Esteves Advogados representing the groups HSBC CTVM S.A.; CITIBANK N. A; J.P. MORGAN S.A. Distributor of Stocks and Securities; ITAU/UNIBANCO and BANCO SANTANDER (BRAZIL) S.A. with their respective funds mentioned at the end; V - TABLE: President: Dr. Carlos Pedro Jens, Secretary: Dr. José Eduardo Pessini VI ORDER OF THE DAY FOR THE ORDINARY GENERAL MEETING: 1) Annual Report of Administration and Financial Statements related to Fiscal Year 2013, accompanied by the Opinions of Independent Auditors and the Supervisory Board. 2) Proposal for the destination of results and proposal for the distribution of dividends to shareholders. 3) Election of permanent members and alternates for the Supervisory Board. VII - EXPLANATIONS: 1) The topics were duly discussed by the State Capital Defense Council - CODEC, through Opinion no. 048/2014 of 4/24/2014; 2) The minutes were drawn up as a summary, in
2 accordance with what is stipulated in paragraph 1, of article 130, Law no. 6.404/76. VIII - DELIBERATIONS: Item 1 of the Order of the Day: Annual Report of Administration and Financial Statements related to Fiscal Year 2013, accompanied by the Opinions of Independent Auditors and the Supervisory Council. The President of the Table placed into discussion the subject shown in item "1" of the Order of the Day. With the floor, the representative for the shareholder, Finance Secretary of the State of São Paulo, Prosecutor Carlos Eduardo T. Braga, who, based on CODEC Opinion no. 048/2014, in view of the favorable manifestations by the Members of the Board of Directors and the Supervisory Board, as well as the report by ERNST & YOUNG Independent Auditors S.S., who declared that the financial statements properly present, in all relevant aspects, CESP'S equity and financial position on December 31, 2013, the performance of their operations and of their cash flows for the fiscal year ended on that date, in accordance with the accounting practices adopted in Brazil and by the International Financial Report Standards (IFRS), issued by the International Accounting Standards Board IASB proposed the approval of item 1. The President of the Table put into vote the proposal by the State Finance Secretary, and the matter was approved unanimously. Item 2 of the Order of the Day: Proposal for the destination of results and proposal for the distribution of dividends to shareholders. The President of the Table placed into discussion the subject shown in item "2" of the Order of the Day: With the floor, the representative of the shareholder, the Finance Secretary of the State of São Paulo, Prosecutor Carlos Eduardo T. Braga, who, based on CODEC Opinion no. 048/2014, proposed: FISCAL YEAR 2013 (IN R$ MILHARES) DESTINATION: Realization of unrealized profit 170,126 Realization of equity valuation adjustment (depreciation) 182,800 Realization of equity valuation adjustment 834,371 Balance Accumulated Profit 2012 163,759 Statutory Reserves (111,633) Adjusted Income Balance for allocation of dividends 1,044,077 INTEREST ON EQUITY ALREADY DISTRIBUTED (196,000) BALANCE ACCUMULATED PROFIT 848,077
3 Additional Compulsory Dividends (401,543) Additional Dividends (446,534) BALANCE ACCUMULATED PROFIT 0.00 With the sum of R$ 401,543,345.44 to be paid by June 30, 2014 and the balance of R$ 446,533,431.75 to be paid by the end of November 2014. The profits reserve to be paid in was constituted based on the CVM Instruction Opinion no. 13/1987, Circular CVM/SNC/SEP no. 1/2006, and Item I, article 197 of Federal Law no. 6.404/76, which refers to the installments of exchange rate variations to be paid in up to 2019. It is hereby explained, in a timely manner, that they are also gathered in the SIAFEM Statement and Voucher reports, indicated the sum paid by CESP as interest on own capital to the Government of the State of São Paulo, in proportion to its participation in the Company s capital stock. When the proposal for the destination of results and of dividend distribution, sent to the CVM as Instruction 480/481, was presented to the market, CESP indicated that the cut-off date for shareholder rights would be defined in the Company s Ordinary General Assembly, and it will be up the State Attorney General to approve, as cutoff date, April 29, with the shares being traded thereafter ex-dividends, starting April 30. The President of the Table put the proposal of the State Secretary of Finance up for vote, and it was approved unanimously. Item 3 of the Order of the Day: Election of members to the Supervisory Council. The President of the Table placed into discussion the subject shown in item "3" of the Order of the Day: With the floor, the representative of the shareholder, the Finance Secretary of the State of São Paulo, Prosecutor Carlos Eduardo T. Braga, who, based on CODEC Opinion no. 048/2014, proposed the election of the following members to the Company s Supervisory board: EMÍLIA TICAMI and her respective alternate JOÃO PAULO DE JESUS LOPES; DAVIDSON CAMPANELI and his respective alternate MITIKO OHARA TANABE; HÉLIO PILNIK and his respective alternate PAULO ROBERTO FARES. Equally considering what is stipulated in article 240 of Federal Law no. 6.404/76, the shareholders who own minority, common shares and preferred shares, shall be ensured, if so required, the right to elect, each, 1 (one) member of the Supervisory Board and the respective alternate. The President of the Table gave the floor to the representative of the shareholder Vinci Gas Canoy Dividends Stock Investment Fund, and others mentioned at the end, Dr. Marcello Joaquim Pacheco, in exercising the prerogative granted him by article 240 of Law no 6.404/76, as a preferred shareholder in the Company, indicated Manuel
4 Jeremias Leite Caldas as permanent member and Fernando Cézar Maia as the respective alternate. The representative of the shareholder Banco Santander S.A, Mr. Luciano Faleiros Paolucci, as per article 240 of Law 6404/76, as a minority common shareholder, indicated Amancio Acúrcio Gouveia as a permanent member and Anna Paula Dorce Armonia as the respective alternate. The President of the Table put item 3 of the Order of the Day up for vote, and it was approved by a majority of votes, and the Supervisory Board was thus constituted. Permanent Members: Emilia Ticami, Brazilian, single, public administrator, RG no. 6.923.423-1, CPF/MF no. 022.489.508-70, resident and domiciled at Rua Francisco Pugliese, 403 - São Paulo/SP, Davidson Campaneli, Brazilian, married, administrative analyst, RG no. 5.280.626-1, CPF/MF no. 583.878.468-72, resident and domiciled at Rua 2 de Outubro, 284 São Bernardo do Campo/SP, Hélio Pilnik, Brazilian, married, economist, RG no. 7.156.788, CPF/MF no. 759.900.598-68, resident and domiciled at Rua João Ramalho, 277 apt. 83 São Paulo/SP, Manuel Jeremias Leite Caldas, Brazilian, married, PhD and Master in economics, RG no. 284.123, CPF/MF no. 535.866.207-30, resident and domiciled at Avenida Lucio Costa 6700/1103 Barra da Tijuca Rio de Janeiro/RJ., Amâncio Acúrsio Gouveia, Brazilian, married, accountant, RG no. 6.234.162-3/IFP, CPF/MF no. 735.075.127-34, resident and domiciled at Rua Itapiuna, 1800 ap. 134 São Paulo/SP, Alternate Members: João Paulo de Jesus Lopes, Brazilian, married, civil engineer civil, RG no. 3.678.376, CPF/MF no. 205.976.658-34, resident and domiciled at Rua Girassol, 756 apt. 41 São Paulo/SP, Mitiko Ohara Tanabe, Brazilian, married, director of budget research and development, RG no. 2.965.848-2, CPF/MF 021.277.338-00, resident and domiciled at Rua Eduardo da Silva Magalhães, 731 - São Paulo/SP, Paulo Roberto Fares, Brazilian, married, civil engineer, RG no. 6.607.476, CPF/MF no. 032.721.388-46, resident and domiciled at Alameda Espanha, 320 Carapicuíba/SP, Fernando Cézar Maia, Brazilian, married, electric engineer, RG no. 1.021.177, CPF/MF no. 443.096.007-00, resident and domiciled at Avenida Santa Monica, Bloco 5, apt. 802, Barra da Tijuca Rio de Janeiro/RJ., Anna Paula Dorce Armonia, Brazilian, divorced, Bachelor in Law, Business Administration, and accountant, RG no. 17.907.735-1, CPF/MF no. 148.895.798-09, resident and domiciled at Rua Jesuíno Arruda, 755, apt. 11, São Paulo/SP. The supervisory board members will exercise their functions until the next Ordinary General Meeting and, if the permanent member is unable to attend, the respective alternate will be called to participate in the meetings. The members of the Supervisory Board will receive a monthly remuneration corresponding to 20% (twenty percent) of the monthly remuneration of company directors,
5 conditioned on their appearance at one, at least, meeting, and they will also receive "pro rata temporis" gratification, paid in December, as per the terms of CODEC Deliberation no. 001/91. The investment in the position of supervisory board member shall obey the requirements, impediments and procedures stipulated in the Law of Companies and other provisions in effect. In relation to the declaration of assets, applicable state standards shall be observed. IX CLOSING AND SIGNING OF MINUTES: There being no other pronouncement, Mr. President considered the work concluded and determined these minutes to be drawn up and which when read and found to be in conformity, are now signed by the table and by those shareholders present who constitute the majority needed for the deliberations made São Paulo, April 25, 2014. Carlos Pedro Jens President José Eduardo Pessini Secretary Carlos Eduardo T. Braga State of São Paulo Wilson Bandeira de Moura Companhia do Metropolitano de São Paulo METRÔ Fabio Alonso Fiscal Council
6 Luciano Faleiros Paolucci Banco Santander (BRASIL) S/A Marcello Joaquim Pacheco MARPACHE Serviços de Escritório Ltda. EPP Representing the groups: APOGEO VISÃO FUNDO DE INVESTIMENTO EM AÇÕES, MISTYQUE TEENS FUNDO DE INVESTIMENTO EM AÇÕES, NAF ENIGMA FUNDO DE INVESTIMENTO EM AÇÕES, FNAF FUNDO DE INVESTIMENTOS EM AÇÕES FUNDO DE INVESTIMENTOS EM AÇÕES MISTYQUE, VINCI GAS CANOY DIVIDENDOS FUNDO DE INVESTIMENTOS EM AÇÕES; Cristiano Marques Godoy Mesquita, Pereira, Marcelino, Almeida, Esteves Advogados Representing the groups HSBC CTVM S.A.,CITIBANK N. A, J.P. MORGAN S.A. Distribuidora de Títulos e Valores Mobiliários, ITAU/UNIBANCO e BANCO SANTANDER (BRASIL) S.A., representando os fundos: CITIBANK: ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; ACADIAN EMERGING MARKETS EQUITY FUND; ACADIAN EMERGING MARKETS EQUITY II FUND, LLC; ADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO; ALASKA PERMANENT FUND; AMERGEN CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND; AMERICAN CENTURY QUANTITATIVE EQUITY FUNDS, INC. - EMERGING MARKETS VALUE FUND; AT&T UNION WELFARE BENEFIT TRUST;BATTERY MARCH GLOBAL EMERGING MARKET FUND; BELL SOUTH CORPORATION RFA VEBA TRUST; BEST INVESTMENT CORPORATION; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND; BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A.; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CANADA PENSION PLAN INVESTMENT BOARD; CF DV EMERGING MARKETS STOCK INDEX FUND; CITY OF NEW YORK GROUP TRUST; CLARIVEST EMERGING MARKETS EQUITY FUND, L.P.; COLLEGE RETIREMENT EQUITIES FUND; COMMONWEALTH SUPERANNUATION CORPORATION; COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF THE COOK
7 COUNTY; DB X -TRACKERS MSCI BRAZIL HEDGED EQUITY FUND; DGAM EMERGING MARKETS EQUITY FUND LP; DREYFUS INVESTMENT FUNDS - DREYFUS/THE BOSTON COMPANY EMERGING MARKETS CORE EQUITY FUND; DTE ENERGY COMPANY AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRUST; DTE VEBA MASTER TRUST; DUKE POWER CO EMPLOYEE RETIREMENT PLAN; EMERGING MARKETS EQUITY FUND; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B; EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX NON-LENDABLE FUND B; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; EMPLOYEES RETIREMENT SYSTEM OF TEXAS; EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII; ENSIGN PEAK ADVISORS, INC.; EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS; FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS EMERGING MARKETS FUND; FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND; FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND; FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND; FIREFIGHTERS RETIREMENT SYSTEM; FIRST TRUST EMERGING MARKETS ALPHADEX UCITS ETF; FLORIDA RETIREMENT SYSTEM TRUST FUND; FLORIDA STATE BOARD OF ADMINISTRATION; FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST; FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST; GLOBAL X BRAZIL MID CAP ETF; GMAM INVESTMENT FUNDS TRUST; GMO DEVELOPED WORLD STOCK FUND, A SERIES OF GMO TRUST; GMO FUNDS PLC; GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC; GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST; GMO INTERNATIONAL SMALL COMPANIES FUND; GMO MEAN REVERSION FUND(ONSHORE), A SERIES OF GMO MASTER; PORTFOLIOS(ONSHORE), L.P.; GMO REAL RETURN ASSET ALLOCATION FUND, L.P.; GMO TRUST ON BEHALF OF GMO EMERGING COUNTRIES FUND; IBM 401(K) PLUS PLAN; ILLINOIS STATE BOARD OF INVESTMENT; ING EMERGING MARKETS INDEX PORTFOLIO; ISHARES II PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL CAPPED ETF; ISHARES MSCI BRIC INDEX FUND; ISHARES MSCI EMERGING MARKETS INDEX FUND; ISHARES PUBLIC LIMITED COMPANY; LAZARD ASSET MANAGEMENT LLC; LEGG MASON GLOBAL FUNDS, P.L.C.; LOCKHEED MARTIN CORPORATION MASTER
8 RETIREMENT TRUST; LVIP BLACKROCK EMERGING MARKETS INDEX RPM FUND; MARSH & MCLENNAN MASTER RETIREMENT TRUST; MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN; MICROSOFT GLOBAL FINANCE; MINISTRY OF STRATEGY AND FINANCE; NAV CANADA PENSION PLAN; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; NEW ZEALAND SUPERANNUATION FUND; NORTHERN TRUST INVESTMENT FUNDS PLC; NZAM EM8 EQUITY PASSIVE FUND; OHIO SCHOOL EMPLOYEES RETIREMENT SYSTEM; OMERS ADMINISTRATION CORPORATION; OYSTER CREEK NUCLEAR GENERATING STATION QUALIFIED FUND; PANAGORA GROUP TRUST; PICTET - EMERGING MARKETS HIGH DIVIDEND; PICTET - EMERGING MARKETS INDEX; PICTET - EMERGING MARKETS SUSTAINABLE EQUITIES; PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO; PYRAMIS GLOBAL EX U.S. INDEX FUND LP; RAYTHEON COMPANY MASTER TRUST; REGIME DE RENTES DU MOUVEMENT DESJARDINS; SAN DIEGO GAS & ELEC CO NUC FAC DEC TR QUAL; SCHWAB EMERGING MARKETS EQUITY ETF; SCRI ROBECO CUSTOMIZED QUANT EMERGING MARKETS FONDS; SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS; SPDR S&P EMERGING MARKETS ETF; SSGA EMERGING MARKETS INDEX PLUS NON-LENDING COMMON TRUST FUND; SSGA MSCI BRAZIL INDEX NON- LENDING QP COMMON TRUST FUND; STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS; STATE OF OREGON; STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST; STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS; STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SSGA ENHANCED EMERGING MARKETS EQUITY FUND; STATE STREET GLOBAL ADVISORS, CAYMAN LTD; STICHTING PHILIPS PENSIOENFONDS; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM; THE GLENMEDE FUND, INC. PHILADELPHIA INTERNATIONAL EMERGING MARKETS FUND; THE GMO EMERGING MARKETS FUND; THE GOVERNMENT OF THE PROVINCE OF ALBERTA; THE HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO; THE WASHINGTON UNIVERSITY; THREE MILE ISLAND UNIT ONE QUALIFIED FUND; TIAA-CREF FUNDS - TIAA-CREF EMERGING
9 MARKETS EQUITY INDEX FUND; TRILOGY INVESTMENT FUNDS PLC; UAW RETIREE MEDICAL BENEFITS TRUST; UNILEVER UK PENSION FUND; UNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUST; UPS GROUP TRUST; USAA CAPITAL GROWTH FUND; UTAH STATE RETIREMENT SYSTEMS; VANGUARD EMERGING MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL; EQUITY INDEX FUNDS; VANGUARD FUNDS PUBLIC LIMITED COMPANY; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL; EQUITY INDEX FUNDS; WHEELS COMMON INVESTMENT FUND; WILLIAM BLAIR INTERNATIONAL SYSTEMATIC RESEARCH FUND LLC; JP MORGAN: CITY OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND; MISSOURI EDUCATION PENSION TRUST; NORGES BANK; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; RETIREMENT INCOME PLAN OF SAUDI ARABIAN OIL COMPANY; SBC MASTER PENSION TRUST; SCHRODER GLOBAL MULTI-CAP EQUITY FUND; STATE OF WYOMING; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045833; THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835; VANGUARD INVESTMENT SERIES, PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS; HSBC: BEST INVESTMENT CORPORATION; TALOS CAPITAL LIMITED; ITAU: ARROWSTREET US GROUP TRUST; SANTANDER: TOBAM ANTI-BENC