Exhibit 1.1 **** CPFL ENERGIA S.A.

   Publicly-held Company

   Corporate Taxpayer’s ID (CNPJ) 02.429.144/0001-93

   Corporate Registry ID (NIRE) 35.300.186.133

   BY-LAWS OF CPFL ENERGIA S.A.

   (consolidated at the Extraordinary General Meeting held on 04/28/2017)CHAPTER I

   CORPORATE NAME, PURPOSES, HEAD OFFICE AND TERMArticle 1 -CPFL Energia S.A. shall be governed by these Bylaws and the applicable legislation.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 Audit Committee members, when installed, shall obey by the Bylaws of the Novo Mercado (“Bylaws of Novo Mercado”).Article 2 -The Company has as its corporate purpose to:

   

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

   

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

   

   (c) hold interest in the capital of other companies, or in associations, 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.Article 3 -The Company has its head office and jurisdiction in thecity of Campinas, State of São Paulo, atRodovia Engenheiro Miguel Noel Nascentes Burnier, km 2,5, parte, Parque São Quirino - CEP: 13088-140,and may open, change the address and close branches, offices agencies, or other facilities in any places of Brazil, by decision of the Executive Board, or abroad by decision of the Board of Directors.Article 4 -The duration term of the Company is undetermined.






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CHAPTER II
  CAPITAL STOCK AND
  SHARESArticle
  5 -The subscribed and paid in capital stock of
  the Company is five billion, seven hundred forty-one million, two hundred
  eighty-four thousand, one hundred seventy-four reais and seventy-five
  centavos (R$5,741,284,174.75), divided into one billion, seventeen million,
  nine hundred fourteen thousand and seven hundred forty-six (1,017,914,746)
  common registered shares, with no par value.
  
  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, by decision of the Board of Directors,
  irrespective of amendment to the Bylaws.
  
  Paragraph
  2 -Up to the limit of the authorized capital,
  the Board of Directors may also decide on the following:
  (i)
  issue of shares, debentures convertible into shares or subscription warrants,
  which may be issued without preemptive rights of shareholders, pursuant to
  Article 172 of Federal Law 6,404/76, and (ii) the granting of stock options
  to managers and employees of the Company or its subsidiaries, or natural
  persons providing services thereto, without preemptive right to current
  shareholders, in accordance with the plan approved by the Shareholders’
  Meeting.
  
  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.
  
  At
  the discretion of the Board of Directors, 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 without the
  preemptive rights or with a reduced term for the exercise of preemptive
  rights pursuant to the provisions of Article 172 of Law No. 6,404/76
  (Brazilian Corporations Law).
  
  In
  the context of issuances of shares, debentures convertible into shares or
  subscription bonuses for public or private subscription, the Board of
  Executive 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.
  
  Paragraph
  3 –In the event provided in Paragraph 1 of this
  Article, the Board of Directors shall set the issue 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
  4 -The subscribed shares shall be paid up in
  cash.
  
  Paragraph
  5 -The shareholder who fails to pay in its
  subscribed shares, shall pay the Company interest in arrears of one per cent
  (1%) per month or fraction thereof, counted as of the first (1st) 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.
  
  Paragraph
  6 -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, by resolution of the Board of
  Directors, observing to the rules issued by the Brazilian Securities and
  Exchange Commission (Comissão de Valores Mobiliários) - CVM and other
  applicable legal provisions, in accordance with item “i” of Article 17
  herein.
  
  Paragraph
  7 -The shares are indivisible before the Company
  and each share shall entitle to one (1) vote in the Shareholders’
  Meetings.
  
  Paragraph
  8 -The Company, by resolution of the Board of
  Executive Officers, 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, in accordance with item “g” of
  Article 21 herein.Article
  6 -The Company may issue debentures, convertible
  into shares or not, which shall entitle their holders to credit rights
  against it, pursuant to the Law.
  
  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.Article
  7 -The Company may not issue preferred shares or
  founders’ shares.


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CHAPTER III
  THE SHAREHOLDERS
  MEETINGArticle
  8 -The Shareholders’ Meeting shall meet
  regularly by April 30 of each year, pursuant to the law, in order to:
  
  a)
  decide on the management accounts referring to the last fiscal year;
  
  b)
  examine, discuss and vote the financial statements, accompanied by the
  opinion of the Audit Committee;
  
  c)
  decide on the allocation of the net profit of the fiscal year and
  distribution of dividends;
  
  d)
  elect the effective and alternate members of the Board of Directors;
  
  e)
  elect the effective and alternate members of the Audit Committee; and
  
  f)
  determine the global compensation of the members of the Board of Directors
  and of the Board of Executive Officers, as well as the compensation of the
  Audit Committee.Article
  9 -The Shareholders’ Meeting shall meet
  extraordinarily whenever called by the Board of Directors, by the Audit
  Committee, or by shareholders, in accordance with the Law.
  
  Sole
  Paragraph -The Shareholders’ Meeting will be
  responsible, in addition to the matters under its responsibilities provided
  in the law or in these Bylaws for the following:
  
  a)
  the cancellation of the registration as a publicly-held company with the
  Brazilian Securities and Exchange Commission;
  
  b)
  the delisting from the Novo Mercado 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 VIII and IX of these Bylaws, based on a list of three selected firms
  provided by the Board of Directors;
  
  d)
  the 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; and
  
  e)
  amend the Bylaws.Article
  10 -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.
  
  Sole
  Paragraph -The decisions of the Shareholders’
  Meeting shall be made by the simple majority of the attending shareholders.Article
  11 -The shareholders may be represented in the
  Shareholders’ Meetings by an attorney-in-fact, appointed pursuant to
  Paragraph 1, Article 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.
  
  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.Article
  12 –The Shareholders’ Meeting may only consider
  and vote on the matters in the agenda of the Call Notice.
  
  Sole
  Paragraph –All documents pertaining to the
  matters to be considered and voted in the Shareholders’ Meeting must be made
  available to shareholders, at the headquarters of the Company, on the date of
  the publication of the first call notice, except as provided otherwise by Law
  or the applicable regulations requiring their availability in greater
  advance.


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CHAPTER IV
  MANAGEMENT BODIESSECTION I
  General Provisions
  Applicable to the Management BodiesArticle
  13 -The management of the Company shall be
  incumbent to the Board of Directors and the Board of Executive Officers.
  
  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.Article
  14 -The members of the Board of Directors and of
  the Board of Executive 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
  Regulation, as well as the compliance of the applicable legal requirements,
  and shall remain in their positions until the new managers elected take
  office.
  
  Sole
  Paragraph -The managers of the Company must
  adhere to the Policies for Disclosure of Material Act or Fact and Trading on
  Company Securities, upon signature of the respective Instrument.


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SECTION II
  The Board of
  DirectorsArticle
  15 -The Board of Directors shall be composed of
  at least five (5) members, elected and dismissible by the Shareholders’
  Meeting for unified one-year term, reelection being permitted.
  
  Paragraph
  1 –In the composition of the Board of Directors,
  there should be Independent Director(s), as provided below:
  
  (a)
  if the Board of Directors is composed of five (5) members, then there should be one (1) Independent
  Director;
  (b)
  if the Board of Directors is composed of six (6) to ten (10) members, then there should be two (2) Independent
  Directors; and
  (c)
  if the Board of Directors is composed of more than ten (10) members, then the number of Independent Directors
  shall be twenty percent (20%) of the total number of members of the Board of
  Directors.
  
  
  Paragraph
  2 -The Independent Directors shall be expressly
  identified as such in the minutes of the Shareholders’ Meeting in which they
  are elected, being the Directors elected under the right set forth in
  Paragraphs 4 and 5, Article 141 of Law No. 6,404/76 also considered as
  Independent Directors.
  
  Paragraph
  3 -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
  4o -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
  5o -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 Paragraph 1,
  Article 16 herein.


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Article 16 -In the event of any
  vacancy in the Board of Directors, the appointment of a new member shall
  occur pursuant to the Law.
  
  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.
  
  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.


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Article 17 -The duties of the Board
  of Directors are to:
  
  a)
  elect the Chief Executive Officer and the Vice President Officers of the
  Company, setting the monthly individual remuneration, with due regard to the
  global amount established by the Shareholders’ Meeting, and approve the
  election of the members of the Board of Directors and Board of Executive
  Officers in the direct or indirect subsidiaries and/or associates of the
  Company;
  
  b)
  set the general business guidelines of the Company and its direct and indirect
  subsidiaries, previously approving the respective strategic plans, expansion
  projects, investment programs, business policies, annual budgets and
  five-year business plan, as well as their annual reviews;
  
  c)
  supervise the management of the Officers, examining at any time the minutes,
  books and documents of the Company, requesting through the Chief Executive
  Officer, information about executed contracts, or contracts to be executed,
  and any other acts by the Company and its direct or indirect subsidiaries;
  
  d)
  call the Shareholders’ Meeting, whenever it deems convenient, or in the cases
  the call is determined by law or by these Bylaws;
  
  e)
  express its opinion on the Management’s Report, the accounts of the Board of
  Executive 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;
  
  f)
  decide on the capital increase within the authorized capital limit through
  (i) the issue of shares, convertible debentures and subscription warrants; or
  (ii) the granting of stock options to managers and employees of the Company
  or its subsidiaries, or natural persons providing services thereto, without
  preemptive right to current shareholders, in accordance with the plan
  approved by the Shareholders’
  Meeting, pursuant to Paragraph 2 of Article 5 herein;
  
  g)
  decide on the conditions to issue promissory notes for public distribution,
  pursuant to the applicable law;
  
  h)
  decide on the appointment and/or dismissal of the independent auditors of the
  Company and its direct and indirect subsidiaries;
  
  i)
  decide on obtaining loans or debt assumption in an amount above forty-seven
  million, five hundred and seven thousand reais (R$ 47,507,000.00) by the
  Company and its direct and indirect subsidiaries;
  
  j)
  define a triple nomination list of institutions or firms specialized in
  economic valuation of companies to prepare the report on the valuation of the
  Company's shares, in the cases of tender offers for the delisting of the
  Company or for withdrawal of the Company from the Novo Mercado, as provided
  in the Chapters VIII and IX of these Bylaws;
  
  k)
  decide on the acquisition of any fixed asset in an amount equal to or higher
  than forty-seven million, five hundred and seven thousand reais (R$
  47,507,000.00), and on the disposal or lien of any fixed asset in an amount
  equal to or higher than three million, five hundred and thirty-five thousand
  reais (R$3,535,000.00) by the Company and its direct and indirect
  subsidiaries;
  
  l)
  authorize the acquisition of shares issued by the Company for cancellation
  purposes or to be kept as treasury shares, in accordance with the provisions
  in Paragraph 6, Article 5;
  
  m)
  authorize the prior and express execution of agreements by the Company or its
  direct and indirect subsidiaries with shareholders or persons controlled by
  them or affiliated or associated companies, directly or indirectly, in an amount higher than eleven million, nine hundred and
  thirteen thousand reais (R$11,913,000.00);
  
  n)
  previously and expressly authorize the execution of contracts of any nature
  in a global amount higher than forty-seven million, five hundred and seven
  thousand reais (R$ 47,507,000.00) bythe Company and its direct and indirect subsidiaries, even if
  concerning expenses provided in the annual budget or in the five-year
  business plan;
  
  o)
  express its opinion on the matters that the Board of Executive Officers
  submits to its resolution or to be submitted to the Shareholders’ Meeting;
  
  p)
  decide on the incorporation and winding up of subsidiaries, direct or
  indirect participation in consortia and on the acquisition or disposal of
  interest in other companies, whether by the Company or by its direct or
  indirect subsidiaries;
  
  q)
  decide on any change in the human resources policy that may have a
  substantial impact on the costs of the Company and/or its direct or indirect
  subsidiaries;
  
  r)
  call for examination, at any time, any matter in connection with the business
  of the Company and/or its direct or indirect subsidiaries;, even if not
  comprised in this Article, and hand down a decision for mandatory performance
  by the Board of Executive Officers;
  
  s)
  decide on constituting any type of guarantee not involving fixed assets in an
  amount equal to or higher than forty-seven million, five hundred and seven
  thousand reais (R$47,507,000.00) in business concerning interests and
  activities of the Company and/or companies directly or indirectly controlled
  by the Company, and establishing any type of guarantee involving fixed assets
  in an amount equal to or higher than three million, five hundred and
  thirty-five thousand reais (R$3,535,000.00) in business concerning interests
  and activities of the Company and/or companies directly or indirectly
  controlled by the Company;
  
  t)
  previously and expressly authorize the offering of guarantee or assumption of
  debt, by the Company and/or its direct or indirect subsidiaries, to the
  benefit or on favor of third parties;
  
  u)
  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 equity, observing the provisions in Articles 28 and 29
  herein;
  
  v) decide
  on the establishment and composition of Committees and Commissions to advise
  it on the decision of specific matters within the scope of its duties;
  
  w)
  approve the its own internal regulations and those of Advisory Committees and
  Commissions to the Board of Directors;
  
  x)
  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, pursuant to
  Paragraph 2 of Article 5 herein;
  
  y)
  previously authorize the execution of Shareholders’ or Partners’ Agreements
  and any amendment to Concession Agreements executed by the Company or any
  directly or indirectly controlled company, or associated companies;
  
  z)
  approve the Company’s Annual Corporate Events Calendar, which shall contain
  at least the information provided for in the Novo Mercado Regulation provided
  by BM&FBOVESPA;
  
  aa) 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;
  
  
  ab)
  determine the method of liquidation and appoint the liquidator, in the cases
  of dissolution of the Company provided by Law, pursuant to Article 43 herein;
  
  ac)
  deliberate on the quarterly results of the Company;
  
  ad)
  previously approve the nominations by the Chief Executive Officer, for the
  boards of directors of companies directly or indirectly controlled and/or
  associated companies;
  
  ae)
  consider and vote on any matter proposed by the Chief Executive Officer that
  is not the exclusive responsibility of the Shareholders’ Meeting;
  
  af)
  exercise the other powers granted upon it by the law or by these Bylaws, and
  
  ag)
  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.
  
  Paragraph
  1 -The Board of Directors shall hold at least
  twelve (12) ordinary meetings per year, in accordance with calendar to be
  released in the first month of each fiscal year, but may however hold
  extraordinary
  meetings if its Chairman so requests, by his/her own initiative or at the
  request of any of its member. The resolutions of the Board
  of Directors shall be taken by majority vote of members then present (with the mandatory presence among them of the Chairman or Vice
  Chairman).
  
  Paragraph
  2 -The meetings of Board of Directors shall be
  called at least nine (9) days in advance by call sent by the Chairman or Vice Chairman of the Board of
  Directors, indicating the agenda and accompanied by the supporting documents
  that may be necessary.
  
  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.
  
  Paragraph
  4 -The meetings of the Board of Directors may be
  held irrespective of call with the presence of all its members.
  
  Paragraph
  5 -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 may not be discussed on the
  second call, except with the unanimous presence of the members of the
  Directors and with their express agreement with the new agenda.
  
  Paragraph
  6 -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.
  
  Paragraph 7 –At the meetings of the
  Board of Directors, Directors may participate via conference call or video
  conference call, as well as 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.


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SECTION III
  The Board of
  OfficersArticle
  18 -The Board of Executive Officers shall be
  comprised of eight (8)
  members, one of them to act as Chief Executive Officer, one as Deputy Chief Executive Officer, one as Regulated Operations Executive
  Vice President, one as Market Operations Executive Vice President, one as
  Legal and Institutional Relations Executive Vice President; one as Business
  Development and Planning Executive Vice President, one as Financial Executive
  Vice President, who shall also perform the duties of Investors Relations
  Officer and one as Business
  Management Executive Vice President.
  
  Sole
  Paragraph -The respective duties of the members
  of the Board of Executive Officers are:
  
  a)
  Of the Chief Executive Officer, to conduct and lead all the businesses and
  the general management of the Company and its direct and indirect
  subsidiaries and associates, to promote the development and the execution of
  the corporate strategy, including corporate risk and people 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:
  
  (i)
  call and chair the meetings of the Board of Executive Officers;
  (ii)
  grant leave to the members of the Board of Executive Officers and appoint
  their substitutes;
  (iii)
  coordinate and guide the work of the Executive Vice Presidents; (iv)
  recommend to the Board of Directors the areas of each Executive Vice
  President;
  (v)
  make decisions of an urgent nature within the scope of duties of the Board of
  Executive Officers, “ad referendum” of the latter;
  (vi)
  represent the Company in the Shareholders’ Meetings and/or quotaholders’
  meetings of the Company and direct or indirect subsidiaries and/or associates
  of the Company, or appoint an Executive Vice President in his/her place, to
  represent the Company; and
  (vii)
  appoint the members of the Board of Directors and Board of Executive Officers
  in the direct or indirect subsidiaries and/or associates of the Company, in
  accordance with the number of shares or quotas held by the Company, pursuant
  to item “ad”, Article 17 herein.
  
  b) Of the Deputy Chief
  Executive Officer, assist the
  Chief Executive Officer to conduct and lead all the businesses and the
  general management of the Company and its direct and indirect subsidiaries
  and associates, assist the
  Chief Executive Officer to promote the development and the execution of the
  corporate strategy, including corporate risk and people management, and
  regulatory management, assist the Chief Executive Officer 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:
  
  (i)
  assist the Chief Executive
  Officer to coordinate and
  guide the work of the Executive Vice Presidents;
  (ii)
  assist the Chief Executive
  Officer to recommend to the
  Board of Directors the areas of each Executive Vice President;
  (iii)
  assist the Chief Executive
  Officer to appoint the
  members of the Board of Directors and Board of Executive Officers in the
  direct or indirect subsidiaries and/or associates of the Company, in
  accordance with the number of shares or quotas held by the Company, pursuant
  to item “ad”, Article 17 herein.
  
  c) Of the Regulated Operations Executive Vice President, to direct
  and lead the businesses related to distribution of electric energy, in
  observance of the regulation and risks inherent to the businesses in direct
  and indirect subsidiaries of the Company, to propose and manage investments;
  to propose and implement new projects, ensuring operational excellence; to
  manage the processes the distribution operation and respective regulatory
  affairs, operations engineering and processes related to the energy purchase
  and sale agreements of the distribution businesses, in line with the
  Company's strategic planning.
  
  d) Of the Market Operations Executive Vice President, to direct and
  lead the electric energy generation, commercialization
  and services businesses of direct and indirect subsidiaries of the Company,
  and also propose and manage investments related to these businesses, propose
  and implement new projects, ensure excellence and development of operations,
  plan and conduct energy and service sale activities, while complying and
  ensuring compliance with the regulations and risks inherent to the
  businesses, and manage energy efficiency operational engineering and
  processes, in line with the Company’s strategic plan.
  
  e) Of the Legal and Institutional Relations Executive Vice
  President, to direct and lead external communications, and institutional
  communication, as well as legal and sustainability matters; to define and
  ensure the compliance with the principles and legal, environmental and communication
  rules of the Company and its direct or indirect subsidiaries, or associates,
  and to take remedial measures when legal, regulatory, environmental and
  reputational incidents occur, in line with the Company’s strategic plan.
  
  f) Of the Business Development and Planning Executive Vice
  President, to manage and lead the assessment of the potential and the
  development of new businesses related to the areas of electricity
  distribution, generation, commercialization and  services, and other related
  or complementary activities; as well as direct and lead the strategic, energy
  and innovation management planning processes of the Company and its direct or
  indirect subsidiaries, in line with the Company’s strategic plan.
  
  g) Of the Financial Executive Vice President, to conduct and lead
  the administration and management of the financial activities of the Company
  and its direct and indirect subsidiaries, including the investment analysis,
  recommending and undertaking of loans and financing operations, treasury
  operations, financial and tax planning and control, and the management of
  accounting activities, also with the duty to act as representative of the
  Company and its direct subsidiaries in the relations with investors and the
  capital markets; and
  
  h) Of the Business Management Executive Vice President, to direct
  and lead the information technology, quality, supplies, infrastructure and
  logistics   management processes; to direct the organizational management
  processes and systems and disseminate rules related to these processes, as
  well as propose, examine, assess, plan and implement new projects and
  investments pertinent to these processes, focusing on the principles of
  business effectiveness of the Company and its direct and indirect
  subsidiaries or associates, in line with the Company’s strategic planning.


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Article 19 -The term of office of the
  members of the Board of Officers shall be of two (2) years, reelection
  admitted.Article
  20 -In the event of vacancy of any of the Vice
  President Officer positions, the Chief Executive Officer shall replace
  him/her temporarily or appoint, among the other Vice 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 Board of Directors shall determine which member
  of the Board of Executive Officers shall perform his/her duties temporarily
  until the substitute is elected.
  
  Paragraph
  1 -The Chief Executive Officer, during his/her
  temporary impediments shall be replaced by a member of the Board of Executive
  Officers to be determined by the Chairman of the
  Board of Directors.
  
  Paragraph
  2 -In the event of absence or temporary
  impediment of any Executive Vice President, the Chief Executive Officer shall
  replace him/her or appoint another Executive Vice President to do so.Article
  21 -The duties of the Board of Executive
  Officers are to:
  
  a)
  Perform all acts necessary to the regular operation of the Company;
  
  b)
  Submit to the Board of Directors the Company Policies and Strategies;
  
  c)
  Submit to the Board of Directors any proposal for a capital increase or
  amendment to the Bylaws;
  
  d)
  Approve the opening, change of address and dissolution of branches, offices,
  agencies or other facilities in any part of the Country, as provided in
  Article 3 herein;
  
  e)
  Recommend to the Board of Directors (i) the acquisition of any fixed asset in
  an amount equal to or higher than forty-seven million, five hundred and seven
  thousand reais (R$47,507,000.00) and the disposalor lien of any fixed asset
  in an amount equal to or higher than three million,  five hundred and
  thirty-five thousand reais (R$3,535,000.00); (ii) the establishment of any
  type of guarantee not involving fixed assets in an amount equal to or higher
  than forty-seven million, five hundred and seven thousand reais
  (R$47,507,000.00) and the establishment of any type of guarantee involving
  fixed assets in an amount equal to or higher than three million, five hundred
  and thirty-five  thousand reais (R$3,535,000.00) 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 directly or indirectly controlled
  by them or affiliated or associated, in an amount higher than eleven million,
  nine hundred and thirteen thousand reais (R$11,913,000.00);
  
  f)
  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 Novo Mercado Regulation provided by
  BM&FBOVESPA;
  
  g)
  approve the engagement of depositary institutions for the rendering of
  bookkeeping services for book entry shares of the Company and/or its direct
  or indirect subsidiaries; and
  
  h)
  Submit to the approval of the Board of Directors the five-year plan, as well
  as its annual revisions and the annual budget.Article
  22 -The Board of Executive Officers shall meet,
  validly, upon call of the Chief Executive Officer, with the presence, at
  least, of half plus one Officers, and will decide by majority vote of those
  present, and the Chief Executive Officer shall have the casting vote in case
  of a tie.


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Article 23 -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) Executive Officers; (ii)
  by one Executive Officer alone, provided that previously authorized by the
  Board of Directors; (iii) by one Executive Officer jointly with an
  attorney-in-fact or (iv) by two attorneys-in-facts.
  
  Paragraph
  1 -The powers of attorney granted by the Company
  shall (i) be signed by two (2) members of the Board of Executive 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” and “ad judicia et extra”
  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 respective period(s) of time
  of the financing contract(s).
  
  Paragraph
  2 -With due regard to provisions herein, the
  Company may be represented by an Executive Officer alone or attorney-in-fact
  (i) to perform merely administrative routine acts, including (a) 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, (b) 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, (c) to
  protect its rights in administrative proceedings or any other proceedings,
  and to perform tax, labor or social security obligations, (d) to endorse
  negotiable instruments for purposes of collection or deposit in bank accounts
  held by the Company (ii) in public or private biding processes to perform
  record update, registration, submission of declarations, accreditation and
  other acts; (iii) to receive summons, service of process, notifications or
  writs, or further to represent the Company in Court.
  
  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.Article
  24 -It is the duty of any member of the Board of
  Executive 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
  25 -The Chief Executive Officer may dismiss any
  member of the Board of Executive Officers, and shall inform his/her decision
  and the reasons supporting it to the Board of Directors, and the dismissal
  shall be formalized in the subsequent meeting of said body. The duties of the
  removed Executive Vice-President shall, until the appointment of the
  substitute, be performed by the Officer assigned by the Chief Executive
  Officer.CHAPTER V
  THE AUDIT COMMITTEE


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Article 26-The Audit Committee shall
  be composed of three (3) effective members and an equal number of alternates,
  which may be elected and removed by the Shareholders’ Meeting, with a unified
  term of office of one (1) year, reelection being permitted.
  
  Paragraph
  1 -At least 1 (one) of the members of the Audit
  Committee shall be considered as independent member.
  
  Paragraph
  2 -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.
  
  Paragraph
  3 -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.
  
  Paragraph
  4 -The fees of the Audit Committee members shall
  be fixed by the Annual Shareholders Meeting.
  
  Paragraph
  5 -The duties of the Audit Committee are the ones
  set out in the law and it shall function permanently.CHAPTER VI
  THE FISCAL YEARArticle
  27 -The fiscal year shall end on December 31st
  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. The financial statements of the fiscal year
  shall, after opinion of the Board of Directors and Audit Committee, be
  submitted to the Annual Shareholders Meeting, together with a proposal for
  the allocation of the fiscal year result.
  
  Paragraph
  1 -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
  2 -The net profit of the fiscal year shall be
  mandatory allocated as follows:
  
  a)
  five per cent (5%), before any other location, to form the legal reserve,
  until it reaches twenty per cent (20%) of the subscribed capital stock;
  
  b)
  payment of mandatory dividend, with due regard to provision in Article 29
  hereof;
  
  c)
  accrual of the Reserve for Adjustment of the Concession Financial Assets,
  monthly or in other periodicity defined by the Company, with the profit or
  loss related to changes in expected cash flows of the Concession Financial
  Assets of the subsidiaries, recognized by the Company through equity income
  and accounted for in the income statement of the period, net of tax effects.
  The amount to be allocated for the establishment of this reserve will be
  limited to the balance of the Retained Earnings or Accumulated Losses
  account, after the possible accrual of Reserve for Contingencies, Tax
  Incentives and Unearned Profits:
  (c.i)
  the realization of the Reserve for Adjustment of the Concession Financial
  Assets will occur at the end of the subsidiaries concession period, upon
  payment of the indemnification by the government, as well as by the write-off
  of the Concession Financial Asset resulting from the corporate sale or
  restructuring, and will result in the reversal of the respective amounts to
  “Retained Earnings or Accumulated Losses”;
  (c.ii)
  the balance of the Reserve for Adjustment of the Concession Financial Assets
  cannot exceed the balance of the Concession Financial Asset recorded in the
  Company’s consolidated Financial Statements;
  
  d)
  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; and
  
  e)
  in the event of loss in the year, the accrued reserves may be used to absorb
  the remaining loss, after absorption by other reserves, with the Reserve for
  Adjustment of the Concession Financial Assets and the Legal Reserve, in this
  order, the last to be absorbed.Article
  28 -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
  29 -By resolution of the Board of Directors, in
  accordance with item “u” of Article 17, 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
  30 -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.
  
  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.
  
  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.Article
  31 -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
  32 -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 Executive 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
  33 -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.


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CHAPTER VII
  TRANSFER OF CONTROLArticle
  34 -The disposal of control of the Company,
  whether through a single transaction or through a series of successive
  transactions, shall be contracted under suspensive or terminating condition
  that the acquirer 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 Novo Mercado
  Regulation, in order to ensure all shareholders an equal treatment as that of
  the selling controlling shareholder.
  
  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 transfer of the Company’s control, or
  (ii) 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
  BM&FBOVESPA, and the attached documentation proving such amount.Article
  35 –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.
  
  Sole
  Paragraph –The controlling shareholder, on the
  occasion of any disposal of the Company’s control, shall not transfer the
  title of his/her/its shares while the purchaser has not executed the
  Statement of Consent of Controlling Shareholders referred to at the Bylaws 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.Article
  36 -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 Novo Mercado Regulation.Article
  37 -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 Regulation.


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CHAPTER VIII
  DELISTING OF THE
  COMPANYArticle
  38 -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.
  
  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.
  
  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
  provided
  for under item “c” of the sole Paragraph of Article 10, as of the
  presentation, by the Board of Directors, of the three-name list, pursuant to
  item “j” of Article 17, 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.
  
  Paragraph
  3 -With due regard to the other terms of the
  Bylaws of Novo Mercado of 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.
  
  Paragraph
  4 -The cancellation shall be preceded by an
  Extraordinary Shareholders’ Meeting that shall decide specifically on such
  delisting.Article
  39 –In the event the appraisal report referred
  to in Article 38 is not ready by the time the Extraordinary Shareholders’
  Meeting is called to resolve on the delisting of the Company, 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.
  
  Paragraph
  1 -The tender offer shall be conditioned to the
  value calculated in the appraisal report referred to in Article 38 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
  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.


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CHAPTER IX
  WITHDRAW FROM THE
  NOVO MERCADOArticle
  40 -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 38 herein, in accordance with the applicable
  legal and regulatory rules.Article
  41 -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.
  
  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.
  
  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.Article
  42 -The withdraw of the Company from the Novo
  Mercado due to the non-compliance with the obligations set forth in the Novo
  Mercado Regulation, 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 an appraisal report according to Article 38 of
  these Bylaws, pursuant to the applicable legal and regulatory rules.
  
  Paragraph
  1 -The controlling shareholder shall implement
  the tender offer set forth in the caption of this Article.
  
  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 noncompliance, shall
  implement the tender offer set forth herein.
  
  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 noncompliance with the obligations of the Novo Mercado Regulation
  or as the case may be decide on the withdraw of the Company from Novo
  Mercado.
  
  Paragraph
  4 –In the event that the Shareholders’ Meeting
  mentioned in the paragraph 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.CHAPTER X
  ARBITRATIONArticle
  43 –The Company, the shareholders, the managers
  and the members of the Fiscal Counsel 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 Federal Law 6,404/76, 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 Novo Mercado Regulation,
  the Arbitration Rules, the Sanction Rules, Arbitration Clauses and of the
  Novo Mercado Participation Agreement.CHAPTER XI
  DISSOLUTION AND
  WINDING UPArticle
  44 -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.CHAPTER XII
  GENERAL PROVISIONSArticle
  45 –The provisions set forth in the Novo Mercado
  Regulation, 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.Article
  46 –The Company may not provide financing or
  guarantee of any type to third parties, under any form, for activities not
  included in the corporate purpose of the Company.Article
  47 -The monetary values referred to in Articles
  17 and 21 herein were restated on the reference date of January 1, 2017, and
  shall be adjusted, in the beginning of each corporate year, based on the
  IGP-M variation announced by Fundação Getulio Vargas – FGV of the previous
  corporate year; and in the absence thereof, by another index published by the
  same Foundation reflecting the same loss of purchasing power of the national
  currency that occurred in the period.


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