**Exhibit 1**

 

**COMPANHIA ENERGÉTICA DE MINAS GERAIS – CEMIG**

 

LISTED COMPANY

CNPJ 17.155.730/0001-64 – NIRE 31300040127

 

B Y L A W S

 

**CHAPTER I**

 

**Name, constitution, objects, head office and duration**

 
| Clause 1   |   | Companhia Energética de Minas Gerais –   Cemig, constituted on May 22, 1952 as a corporation with mixed private   and public sector stockholdings, is governed by these Bylaws and by the   applicable legislation, and its objects are: to build, operate and   commercially operate systems of generation, transmission, distribution and   sale of electricity, and related services; to operate in the various fields   of energy, from whatever source, with a view to economic and commercial   operation; to provide consultancy services within its field of operation to   companies in and outside Brazil; and to carry out activities directly or   indirectly related to its objects, including the development and commercial   operation of telecommunication and information systems. |
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| §1    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The activities specified in this Clause   may be exercised directly by Cemig or, as intermediary, by companies   constituted by it or in which it may hold a majority or minority stockholding   interest, upon decision by the Board of Directors, under State Laws 828 of   December 14, 1951, 8655 of September 18, 1984, 15290 of   August 4, 2004 and 1695 of January 5, 2010. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| §2    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | No subsidiary of Cemig, wholly-owned or   otherwise, may take any action which might affect the condition of the State   of Minas Gerais as controlling stockholder of the Company, in the terms of   the Constitution of the State of Minas Gerais and the legislation from time   to time in force. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |
| §   3 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Since the Company trades securities in the   special listing segment referred to as Level 1 Corporate Governance of the   BM&FBovespa Stock, Commodities and Futures Exchange, the Company, its   stockholders, Managers and members of its Audit Board are subject to the   provisions of the BM&FBovespa Level 1 Differentiated Corporate Governance   Practice Regulations. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| Clause 2   |   | The Company shall have   its head office and management in Belo Horizonte, capital city of the state   of Minas Gerais, Brazil, and may open offices, representations or any other   establishments in or outside Brazil, upon authorization by the Executive   Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| Clause 3   |   | The Company shall have indeterminate   duration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

**CHAPTER II**

 

**Capital and shares**

 
| Clause 4 |   | The Company’s   Registered Capital is R$ 4,265,091,140.00 (four billion two hundred   sixty five million ninety one thousand one hundred and forty Reais),   represented by:                                                                 |
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|     |   |                                                                                                                                                                                                                                                   |
|     |   | a)             372,837,085 (three hundred seventy two million eight hundred thirty   seven thousand and eighty five) nominal common shares each with nominal value   of R$ 5.00; and  |
|     |   |                                                                                                                                                                                                                                                   |
|     |   | b)             480,181,143 (four hundred eighty million one hundred eighty one   thousand one hundred and forty three) nominal preferred shares each with   nominal value of R$ 5.00. |
|     |   |                                                                                                                                                                                                                                                   |
| §1  |   |                                                                                                                                                                                                                                                   | The right to vote shall   be reserved exclusively for the common shares, and each common share shall   have the right to one vote in decisions of the General Meeting of   Stockholders. |
|     |   |                                                                                                                                                                                                                                                   |
| Clause 5 |   | The preferred shares   shall have right of preference in the event of reimbursement of shares and   shall have the right to a minimum annual dividend of the greater of the   following amounts:                                                       |
|     |   |                                                                                                                                                                                                                                                   |
|     |   | a)             10% (ten percent) of their nominal value;                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                   |
|     |   | b)             3% (three percent) of the value of the stockholders’ equity   corresponding to the shares.                                                                             |
|     |   |                                                                                                                                                                                                                                                   |
| Clause 6 |   | The common shares and   the preferred shares shall have equal rights to distribution of bonuses and   stock dividends.                                                                                                                                 |
|          |        |                                                                                                                                                                                                                                                        |  |

 

** **

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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| §1    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             | Capitalization of   monetary adjustment to the value of the registered capital shall require a   decision by the General Meeting of Stockholders, but shall be obligatory when   the limit specified in Article 297 of Law 6404 of December 15, 1976   is reached.                                                                                                                                                                          |
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| Clause 7   |   | In the business years   in which the Company does not obtain sufficient profit to pay dividends to   its stockholders, the State of Minas Gerais shall guarantee to the shares   issued by the Company up to August 5, 2004 and held by individual   persons a minimum dividend of 6% (six percent) per year, in accordance with   Clause 9 of State Law 828 of December 14, 1951, and State Law 15290 of August 4,   2004.       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Clause 8   |   | The State of Minas   Gerais shall at all times obligatorily be the owner of the majority of the   shares carrying the right to vote, and the capital subscribed by it shall be   paid in in accordance with the legislation from time to time in force. The   capital subscribed by other parties, whether individuals or legal entities,   shall be paid in as specified by the General Meeting of Stockholders which   decides on the subject. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| §   1 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Executive Board   may, in order to obey a decision by a General Meeting of Stockholders,   suspend the services of transfer and registry of shares, subject to the   legislation from time to time in force.                                                                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| §2    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                             | The stockholders shall have the right of   preference in subscription of increases of capital and in the issue of the   Company’s securities, in accordance with the applicable legislation. There   shall, however, be no right of preference when the increase in the registered   capital is paid with funds arising from tax incentive systems, subject to the   terms of §1 of Article 172 of Law 6404 of December 15, 1976. |

 

**CHAPTER III**

 

**The General Meeting of Stockholders**

 
| Clause 9  |   | The General Meeting of   Stockholders shall be held, ordinarily, within the first 4 (four) months of   the year, for the purposes specified by law, and extraordinarily whenever   necessary, and shall be called with minimum advance notice of 15 (fifteen)   days, and the relevant provisions of law shall be obeyed in its convocation,   opening and decisions. |
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| §1   |   |                                                                                                                                                                                                                                                                                                                                                                  | Stockholders may be represented in General   Meetings of Stockholders in the manner specified in Article 126 of Law   6404, as amended, by showing at the time of the meeting, or by previously   depositing at the Company’s head office, proof of ownership of the shares,   issued by the depositary financial institution, accompanied by the proxy’s   identity document and a power of attorney with specific powers. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                  |
| Clause 10 |   | The ordinary or extraordinary General   Meeting of Stockholders shall be chaired by a stockholder elected by the   General Meeting from among those present, who shall choose one or more   secretaries.                                                                                                                                                              |
|           |        |                                                                                                                                                                                                                                                                                                                                                                       |  |

 

**CHAPTER IV**

 

**Management of the Company**

 
| Clause 11 |   | The management of the   Company shall be exercised by a Board of Directors and an Executive Board. |
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|      |   |                                                                                               |
| §1   |   |                                                                                               | The structure and   composition of the Board of Directors and the Executive Board of the Company   shall be identical in the wholly-owned subsidiaries Cemig Distribuição S.A   and Cemig Geração e Transmissão S.A., with the exception that only the   wholly-owned subsidiary Cemig Distribuição S.A. shall have a Chief   Distribution and Sales Officer, and only the wholly-owned subsidiary Cemig   Geração e Transmissão S.A. shall have a Chief Generation and Transmission   Officer. |
|      |   |                                                                                               |   |
| §2   |   |                                                                                               | Appointments to   positions on the Boards of Directors of the Company’s subsidiary or   affiliated companies, the filling of which is the competency of the Company,   shall be made as determined by the Board of Directors. |
|      |   |                                                                                               |   |
| §3   |   |                                                                                               | Positions on the   support committees to the Boards of Directors of the subsidiaries and   affiliated companies, the filling of which is the competency of the Company,   shall be filled by Members of the Boards of the respective subsidiaries or   affiliated companies. The Chief Officer for Business Development shall always   be appointed as one of the members of such committees, and shall always act   in shared activity with the Chief Finance and Investor Relations Officer or   any other Chief Officer. |
|      |   |                                                                                               |   |
| §4   |   |                                                                                               | The Board of Directors   and the Executive Board, in the management of the company and of the   wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e   Transmissão S.A., and of the other subsidiaries or affiliates and of the   consortia in which they have direct or indirect holdings, shall obey the   provisions of the |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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|    |   | Company’s Long-Term   Strategic Plan, especially the dividend policy therein contained, as approved   by the Board of Directors. |
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|    |   |                                                                                                                                  |
| §5 |   |                                                                                                                                  | The Long-Term Strategic   Plan shall contain the long-term strategic planning and fundamentals, and the   targets, objectives and results to be pursued and attained by the company and   its dividend policy, and shall obey the commitments and requirements   specified in § 7 below. |
|    |   |                                                                                                                                  |   |
| §6 |   |                                                                                                                                  | The Long-Term Strategic   Plan shall be revised annually by the Executive Board and approved by the   Board of Directors and shall be reflected in all the plans, forecasts,   activities, strategies, capital expenditure and expenses of the Company and   its subsidiaries and affiliates, and the consortia in which it directly or   indirectly participates, including the Company’s Multi-year Strategic   Implementation Plan and the Annual Budget, which shall be approved by the   Board of Directors. |
|    |   |                                                                                                                                  |   |
| §7 |   |                                                                                                                                  | In the administration of   the Company and in the exercise of the right to vote in subsidiaries,   affiliated companies and consortia, the Board of Directors and the Executive   Board shall faithfully obey and comply with the following targets: |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | a)             to   keep the Company’s consolidated indebtedness equal to or less than 2 (two)   times the Company’s Ebitda (earnings before interest, taxes, depreciation and   amortization); |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | b)             to   keep the consolidated ratio {Net debt / (Net debt + Stockholders’ equity)}   equal to or less than 40% (forty per cent); |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | c)              to   limit the consolidated balance of funds recognized in Current assets, for the   purposes of Clause 30 of these Bylaws or otherwise, to the equivalent of a   maximum of 5% (five per cent) of the Company’s Ebitda (Earnings before   interest, taxes, depreciation and amortization); |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | d)             to   limit the consolidated amount of funds destined to capital expenditure and   the acquisition of any assets, in each business year, to the equivalent of a   maximum of 40% (forty per cent) of the Company’s Ebitda (Earnings before   interest, taxes, depreciation and amortization); |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | e)              to   invest only in distribution, generation and transmission projects which offer   real minimum internal rates of return equal to or more than those specified in   the Company’s Long-Term Strategic Plan, subject to the legal obligations; |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | f)               to   maintain the expenses of the wholly-owned subsidiary Cemig Distribuição S.A.   and of any distribution subsidiary at amounts not greater than the amounts   recognized in the tariff adjustments and reviews; |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | g)              to   maintain the revenues of the wholly-owned subsidiary Cemig Distribuição S.A.   and of any subsidiary which operates in distribution at the amounts   recognized in the tariff adjustments and reviews. |
|    |   |                                                                                                                                  |   |
| §8 |   |                                                                                                                                  | The targets specified   in §7 above shall be calculated on the consolidated basis, taking into   account the Company and its permanent investments in the wholly-owned   subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.,   subsidiaries, affiliated companies and consortia. |
|    |   |                                                                                                                                  |   |
| §9 |   |                                                                                                                                  | The targets established   in Sub-clauses “a”, “b”, “c” and “d” of § 7 above may be exceeded for reasons   related to temporarily prevailing conditions, upon justification by grounds   and prior specific approval by the Board of Directors, up to the following   limits: |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | a)             the   Company’s consolidated debt to be less than or equal to 2.5 (two point five)   times the Company’s Ebitda (Earnings before interest, taxes, depreciation and   amortization); |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | b)             the   consolidated ratio {Net debt / (Net debt + Stockholders’ equity)} to be   limited to 50% (fifty per cent); |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | c)              the   consolidated balance of the funds recognized in Current assets, for the   purposes of Clause 30 of these Bylaws or otherwise, to be the equivalent of a   maximum of 10% (ten per cent) of the Company’s Ebitda (Earnings before   interest, taxes, depreciation and amortization); and |
|    |   |                                                                                                                                  |   |
|    |   |                                                                                                                                  | d)             the   consolidated amount of the funds allocated to capital expenditure and to the   acquisition of any assets, only in the business years of 2006 and 2007, to be   limited to maximum values of 65% (sixty-five per cent) and 55% (fifty-five   per cent), respectively, of the Company’s Ebitda (Earnings before interest,   taxes, depreciation and amortization). |

 

**Section I**

 

**The Board of Directors**

 
| Clause 12 |   | The Company’s Board of Directors shall be   made up of 14 (fourteen) members and an equal number of substitute members.   One of the members shall be its Chairman and another its Vice-Chairman, and   all shall be elected for the |
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** **

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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|       |   | same concurrent period   of office of 2 (two) years, may be dismissed at any time by the General   Meeting of Stockholders, and may be reelected.                                                                                                                                                                                                                                                                                    |
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|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §1    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The substitute members   shall substitute the respective members of the Board if the latter are absent   or impeded from exercising their functions and, in the event of a vacancy,   shall do so until the new member takes office. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| §2    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The global or   individual amounts of the remuneration of the Board of Directors shall be   fixed by the General Meeting of Stockholders, in accordance with the   legislation from time to time in force. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| §3    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The minority holders of   common shares, and the holders of preferred shares, each have the right to   elect 1 (one) member of the Board of Directors, in a separate vote, in   accordance with the law. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| §4    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The Boards of Directors   of the wholly-owned subsidiaries Cemig Distribuição S.A. and Cemig Geração e   Transmissão S.A. shall, obligatorily, be made up of the members and   substitute members elected to the Board of Directors of the Company. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| §5    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The posts of Chairman   of the Board of Directors and Chief Executive Officer of the Company may not   be held by the same person. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| §   6 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The members of the   Board of Directors shall not take office unless they have previously signed   the Managers’ Consent Undertaking, as specified in the Level 1 Regulations of   the BM&FBovespa, and are also compliant with the applicable legal   requirements. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Clause 13  |   | In the event of a   vacancy on the Board of Directors, the first subsequent General Meeting of   Stockholders shall elect a new member, for the period of office which was   remaining to the previous member.                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §1    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | In this event, if the   previous Board member was elected by a minority, the new member shall be   elected by the same minority. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Clause 14  |   | The Board of Directors   shall meet ordinarily once a month, to analyze the results of the Company and   its subsidiaries and affiliated companies, and to decide on other matters   included on the agenda in accordance with its internal regulations. It shall   also meet extraordinarily, on convocation by its Chairman, or its   Vice-Chairman, or one-third of its members, or when requested by the   Executive Board.      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §1    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | The meetings of the   Board of Directors shall be called by its Chairman or its Vice-Chairman, by   written advice sent with 5 (five) business days’ notice, containing the   agenda to be discussed. Meetings of the Board of Directors called on the   basis of urgency may be called by its Chairman without being subject to the   above-mentioned period provided that the other members of the Board are   unequivocally aware of the convocation. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |
| §2    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 | Decisions of the Board   of Directors shall be taken by the majority of the votes of the Board Members   present, and in the event of a tie the Chairman shall have the casting vote. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Clause 15  |   | The Chairman of the   Board of Directors has the competency to grant leave to the Board’s members,   and the other members of the Board have the competency to grant leave to the   Chairman.                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Clause 16  |   | The Chairman and   Vice-Chairman of the Board of Directors shall be chosen by their peers, at   the first meeting of the Board of Directors that takes place after the   election of its members, and the Vice-Chairman shall take the place of the   Chairman when the Chairman is absent or impeded from exercising his   functions.                                                                                               |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Clause 17  |   | The Board of Directors   shall have the following attributions:                                                                                                                                                                                                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   | a)             to   fix the general orientation of the Company’s business;                                                                                                                                                                                                                                                                                          |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   | b)             to   elect or dismiss the Executive Officers of the Company, subject to these   Bylaws;                                                                                                                                                                                                                                                                   |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   | c)              to   decide, prior to the Company entering into them, on contracts between the   Company and any of its stockholders, or any company that exercises control or   joint control of such stockholder;                                                                                                                                                 |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   | d)             to   decide, upon a proposal put forward by the Executive Board, on disposal or   placement of a charge upon any of the Company’s property, plant or equipment,   and on the giving by the Company of any guarantee to any third party of which   the individual value is greater than or equal to R$ 14,000,000.00   (fourteen million Reais); |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   | e)              to   decide, upon a proposal put forward by the Executive Board, on the Company’s   investment projects, signing of contracts and other legal transactions,   contracting of loans or financings, or the constitution of any obligations in   the name of the Company which, individually or jointly, have value of   R$ 14,000,000.00    |
|            |        |                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |  |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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|    |   | (fourteen   million Reais) or more, including injections of capital into wholly-owned or   other subsidiaries or affiliated companies or the consortia in which the   Company participates;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | f)               to   call the General Meeting of Stockholders;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | g)              to   monitor and inspect the management by the Executive Board: the Board of   Directors may, at any time, examine the books and papers of the Company, and   request information on contracts entered into or in the process of being   entered into, and on any other administrative facts or acts which it deems to   be of interest to it;                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | h)             to   give a prior opinion on the report of management and the accounts of the   Executive Board of the Company;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | i)                 to   choose and to dismiss the Company’s auditors, from among companies with   international reputation authorized by the Securities Commission (CVM) to   audit listed companies;                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | j) to authorize, upon a proposal by the Executive   Board, commencement of administrative tender proceedings, and proceedings for   dispensation from or non-requirement of tender, and the corresponding   contracts, for amounts of R$ 14,000,000.00 (fourteen million Reais) or   more;                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | k)             to authorize, upon a proposal put forward by the Executive Board,   filing of legal actions, or administrative proceedings, or entering into   court or out-of-court settlements, for amounts of R$ 14,000,000.00   (fourteen million Reais) or more;                                                                                                                                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | l)                 to authorize the issue of securities, in the domestic or external   markets, for the raising of funding, in the form of debentures, promissory   notes, medium-term notes and other instruments;                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | m)   to approve the Company’s Long-Term Strategic Plan, the Multi-year Strategic   Implementation Plan, and the Annual Budget, and alterations and revisions to   them;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | n)             annually, to set the directives and establish the limits, including   financial limits, for spending on personnel, including concession of benefits   and collective employment agreements, subject to the competency of the   General Meeting of Stockholders and the Annual Budget approved;                                                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | o)             to authorize the exercise of the right of preference and rights under   stockholders’ agreements or voting agreements in wholly-owned or other   subsidiaries, affiliated companies and the consortia in which the Company   participates, except in the cases of the wholly-owned subsidiaries Cemig   Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the General   Meeting of Stockholders has the competency for decision on these matters;                                                                                                                                                     |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | p)             to approve the declarations of vote in the General Meetings of   Stockholders and the orientations for voting in the meetings of the boards of   directors of the subsidiaries, affiliated companies and the consortia in   which the Company participates, when participation in the capital of other   companies or consortia is involved, and the decisions must, in any event and   not only in matters relating to participation in the capital of other   companies or consortia, obey the provisions of these Bylaws, the Long-term   Strategic Plan and the Multi-year Strategic Implementation Plan;                                       |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | q)             to approve the constitution of, and participation in the equity   capital of, any company, undertaking or consortium;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | r)                to approve the institution of committees, in accordance with its   Internal Regulations, and each respective committee shall, prior to the   decision by the Board of Directors, give its opinion, which shall not be   binding: (i) on the matters over which competence is attributed to it by   the Internal Regulations; and (ii) in relation to any matter whenever   requested by at least 2/3 (two thirds) of the members of the Board of   Directors, or the whole number of Members of the Board immediately below the   number resulting from that quotient in the event that it is not a whole   number; and |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |   | s)               to authorize provisions in the Company’s accounts, in amounts of   R$ 14,000,000.00 (fourteen million Reais) or more, upon proposal by the   Executive Board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| §1 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The Board of Directors, by specific resolutions,   may delegate to the Executive Board the power to authorize entering into   contracts for sales of electricity or for provision of distribution or   transmission services, in accordance with the legislation. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| §2 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The financial limits   for decision by the Board of Directors shall be adjusted, in January of   each year, by the IGP-M (General Market Price) inflation index, published by   the Getúlio Vargas Foundation. |

 

**Section II**

**The Executive Board**

 
| Clause 18 |   | The Executive Board   shall be made up of 11 (eleven) Executive Officers, who may be stockholders,   resident in Brazil, elected by the Board of Directors, comprising: |
|-----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 

Chief Executive Officer;

Deputy Chief Executive Officer;

Chief Officer for Finance and Investor Relations;

Chief Corporate Management Officer;

Chief Distribution and Sales Officer;

Chief Generation and Transmission Officer;

Chief Trading Officer;

Chief Business Development Officer;

Chief Officer for the Gas Division;

Chief Counsel; and

Chief Institutional Relations and Communication Officer.

 
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The period of office of   the Executive Officers shall be 3 (three) years, and re-election is   permitted. The Executive Officers shall remain in their posts until their   duly elected successors take office. No member of the Executive Board may   take office without previously signing the Managers’ Consent Undertaking, as   specified in the Level 1 Regulations, and being compliant with the applicable   legal requirements.                                                                                                                      |
|-----------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §2   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The global or   individual amount of the remuneration of the Executive Board, including   benefits of any type, shall be fixed by the General Meeting of Stockholders,   in accordance with the legislation from time to time in force.                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §3   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Executive Officers   shall exercise their positions as full-time occupations in exclusive   dedication to the service of the Company. They may at the same time exercise   non-remunerated positions in the management of the Company’s wholly-owned or   other subsidiaries or affiliated companies, at the option of the Board of   Directors. They shall, however, obligatorily hold and exercise the   corresponding positions in the wholly-owned subsidiaries Cemig Distribuição   S.A. and Cemig Geração e Transmissão S.A. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §4   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Executive Officers who   are not employees shall have the right to an annual period of not more than   30 (thirty) days’ remunerated leave. This leave may not be accumulated, and   its remuneration shall be augmented by one-third of the monthly remuneration   currently in effect. This leave shall be granted to them by the Chief   Executive Officer; the leave of the Chief Executive Officer shall be granted   by the Board of Directors.                                                                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Clause 19 |   | In the event of   absence, leave, resignation or vacancy of the post of the Chief Executive   Officer, this post shall be exercised by the Deputy Chief Executive Officer,   for whatever period the absence or leave may last, and, in the case of the   post being vacant, of prevention of its exercise, or of resignation, until   the post is filled by the Board of Directors.                                                                                                                                                                                                                                                        |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | In the event of   absence, leave, resignation or vacancy of the post of any of the other   members of the Executive Board, the Executive Board may, by approval of a   majority of its members, attribute the exercise of the respective functions   to another Executive Officer, for as long as the period of absence or leave —   or, in the event of vacancy, the impediment or resignation — lasts, until the   post is filled by the Board of Directors.                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| §2   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Chief Executive   Officer or a member of the Executive Board elected in the way described in   this clause shall hold the position for the time which remains of the period   of office of the Executive Officer who is substituted.                                                                                                                                                                                                                                                                                                                             |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Clause 20 |   | The Executive Board   shall meet, ordinarily, at least 2 (two) times per month and,   extraordinarily, whenever called by the Chief Executive Officer or by 2 (two)   Executive Officers with prior notice of at least 2 (two) days, but this   notice shall not be necessary if all the Executive Officers are present.   Unless stated to the contrary in the Bylaws, the decisions of the Executive   Board shall be taken by a vote of the majority of its members, and in the   event of a tie the Chief Executive Officer shall have a casting vote and the   Board of Directors must be advised that the casting vote has been used. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| Clause 21 |   | The Executive Board is   responsible for the current management of the Company’s business, subject to   the obligation to obey the Long-Term Strategic Plan, the Multi-year Strategic   Implementation Plan and the Annual Budget, prepared and approved in   accordance with these Bylaws.                                                                                                                                                                                                                                                                                                                                            |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | The Company’s   Multi-year Strategic Implementation Plan shall reflect the Company’s   Long-Term Strategic Plan and contain the plans and projections for a period   of 5 (five) business years, and must be updated at least once a year, and   shall deal in detail with the following subjects, among others:                                                                                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|      |   | a)             the   Company’s strategies and actions, including any project related to its   objects;                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|           |        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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|    |   | b)             new   investments and business opportunities, including those of the Company’s   wholly-owned and other subsidiaries, and affiliated companies, and of the   consortia in which it participates; |
|---------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                             |
|    |   | c)              the   amounts to be invested or in any other way contributed from the Company’s own   funds or funds of third parties; and                                                                 |
|    |   |                                                                                                                                                                                                                                                                             |
|    |   | d)             the   rates of return and profits to be obtained or generated by the Company.                                                                                                                         |
|    |   |                                                                                                                                                                                                                                                                             |
| §2 |   |                                                                                                                                                                                                                                                                             | The Company’s Annual   Budget shall reflect the Company’s Multi-year Strategic Implementation Plan   and, consequently, the Long-Term Strategic Plan, and must give details of the   operational revenue and expenses, the costs and capital expenditure, the cash   flow, the amount to be allocated to the payment of dividends, investments of   cash from the Company’s own funds or funds of third parties, and any other   data that the Executive Board considers to be necessary. |
|    |   |                                                                                                                                                                                                                                                                             |   |
| §3 |   |                                                                                                                                                                                                                                                                             | The Company’s   Multi-year Strategic Implementation Plan and the Annual Budget shall be   prepared and updated annually, by the end of each business year, to be in   effect in the following business year. They shall be prepared in coordination   with the Chief Executive Officer and the Chief Finance and Investor Relations   Officer, respectively, and, in relation to the affiliates and subsidiaries,   jointly with the Chief Business Development Officer, and at all times, in all   aspects, with the participation of all the Chief Officers’ Departments. The   Multi-Year Strategic Implementation Plan and the Annual Budget shall be   submitted to examination by the Executive Board and, subsequently, to approval   by the Board of Directors. |
|    |   |                                                                                                                                                                                                                                                                             |   |
| §4 |   |                                                                                                                                                                                                                                                                             | The following decisions   shall require a decision by the Executive Board: |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | a)             approval   of the plan of organization of the Company and issuance of the corresponding   rules and any changes to them; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | b)             examination,   and submission to the Board of Directors, for approval, of the Company’s   Multi-year Strategic Implementation Plan, and revisions of it, including   timetables, amount and allocation of the capital expenditure specified in it; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | c)              examination,   and submission to the Board of Directors, for approval, of the Annual Budget,   which must reflect the Multi-year Strategic Implementation Plan at the time   in force, and revisions of it; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | d)             decision   on reallocation of investments or expenditure specified in the Annual Budget   which amount, individually or in aggregate, in a single financial year, to   less than R$ 14,000,000.00 (fourteen million Reais), with consequent   adaptation of the targets approved, obeying the multi-year Strategic Implementation   Plan and the Annual Budget; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | e)              approval   of disposal of or placement of a charge upon any of the Company’s property,   plant or equipment, and the giving of guarantees to third parties, in amounts   less than R$ 14,000,000.00 (fourteen million Reais); |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | f)               authorization   of the Company’s capital expenditure projects, signing of agreements and   legal transactions in general, contracting of loans and financings and the   creation of any obligation in the name of the Company, based on the Annual   Budget approved, which individually or in aggregate have values less than   R$ 14,000,000.00 (fourteen million Reais), including injection of   capital into wholly-owned or other subsidiaries, affiliated companies, and   the consortia in which the Company participates, subject to the provisions of   Sub-clause ‘o’ of Sub-item IV of Clause 22; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | g)              approval,   upon proposal by the Chief Executive Officer, prepared jointly with the Chief   Business Development Officer and the Chief Finance and Investor Relations Officer,   of the statements of vote in the General Meetings of the wholly-owned and   other subsidiaries, affiliated companies and in the consortia in which the   Company participates, except in the case of the wholly-owned subsidiaries   Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A., for which the   competency to decide on these matters shall be that of the General Meeting of   Stockholders, and decisions must obey the provisions of these Bylaws, the   decisions of the Board of Directors, the Long-term Strategic Plan and the   Multi-year Strategic Implementation Plan; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | h)             authorization   to open administrative tender proceedings and proceedings for exemption from   or non-requirement for tender, and the corresponding contracts, in amounts   greater than or equal to R$ 2,800,000.00 (two million eight hundred   thousand Reais) and less than R$ 14,000,000.00 (fourteen million Reais); |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | i)                 authorization   to file legal actions and administrative proceedings, and to enter into Court   and out-of-court settlements, for amounts less than R$ 14,000,000.00   (fourteen million Reais); |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | j)                authorization   of the provisions in the Company’s accounts of less than R$ 14,000,000   (fourteen million Reais), upon proposal by the Chief Finance and Investor   Relations Officer; |
|    |   |                                                                                                                                                                                                                                                                             |   |
|    |   |                                                                                                                                                                                                                                                                             | k)             approval   of the nominations of employees to hold management posts in the Company, upon   proposal by the Chief Officer concerned, subject to the provisions of   Sub-clause “h” of Sub-item I of Clause 22; |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 
|      |       | l)                 authorization   of expenditure on personnel expenses and collective employment agreements,   subject to the competency of the General Meeting of Stockholders, the directives   and limits approved by the Board of Directors and the Annual Budget approved;   and |
|-----------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |
|      |       | m)         examination   and decision on the contracting of external consultants, when requested by   the office of any Chief Officer, subject to the provisions of Clause 17,   Sub-clause “j”, and Clause 21, §4, Sub-clause “h”.                                                                   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |
| §5   |       |                                                                                                                                                                                                                                                                                                                                                                   | Actions necessary for   the regular functioning of the Company, entering into contracts, and other   legal transactions shall be carried out by the Chief Executive Officer,   jointly with one Executive Officer, or by a person holding a valid power of   attorney. |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
| §6   |       |                                                                                                                                                                                                                                                                                                                                                                   | Powers of attorney must   be granted by the Chief Executive Officer, jointly with an Executive Officer,   except for the power described in Sub-clause “c” of Sub-item I of Clause 22,   for which only the signature of the Chief Executive Officer is required. |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
| §7   |       |                                                                                                                                                                                                                                                                                                                                                                   | The financial limits   for decision by the Executive Board shall be adjusted, in January of   each year, by the IGP-M (General Market Price) inflation index, published by   the Getúlio Vargas Foundation. |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |
| Clause 22 |       | Subject to the   provisions of the previous clauses, the following are the functions and   powers attributed to the members of the Executive Board:                                                                                                                                                                                                                    |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |
| **I**     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             | **To   the Chief Executive Officer:** |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | a)             to   oversee and direct the work of the Company; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | b)             to   coordinate the preparation, consolidation and implementation of the Company’s   Multi-year Strategic Implementation Plan; in the case of the affiliated   companies and jointly-controlled subsidiaries, jointly with the Chief   Business Development Officer; and in both cases with the participation of the   other Chief Officers of the Company; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | c)              to   represent the Company in the Courts, on the plaintiff or defendant side; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | d)             to   sign, jointly with one Chief Officer, documents which bind the Company; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | e)              to   present the annual report on the Company’s business to the Board of Directors   and to the Ordinary General Meeting of Stockholders; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | f)               to   hire and dismiss employees of the Company; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | g) to manage and direct the activities of   internal auditing, the function of the Company’s Ombudsman, the Corporate   Executive Office, and strategic planning; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | h)             to   propose to the Executive Board, for approval, jointly with the Chief Officer   to whom the employee is linked, nominations for management positions in the   Company; and |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | i)                 to   propose the appointments to positions of Management positions and on the   Audit Boards of the wholly-owned subsidiaries, and of Fundação Forluminas de   Seguridade Social — Forluz, after hearing the Chief Finance and Investor   Relations Officer, and of the Company’s subsidiaries and affiliated companies   and of the consortia in which the Company participates, after hearing the   Chief Business Development Officer, except in the case of the wholly-owned   subsidiaries Cemig Distribuição S.A. and Cemig Geração e Transmissão S.A.,   for which the provisions of §4 of Clause 12 and §3 of Clause 18 of these   Bylaws prevail. |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
| **II**    | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                             | **To the   Deputy Chief Executive Officer:** |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | a)             to   substitute the Chief Executive Officer if he is absent, on leave, temporarily   impeded from exercising his functions, or has resigned or his post is vacant; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | b)             to   promote improvement of the Company’s social responsibility and sustainability   policies; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | c)              to   set the policies and guidelines for the environment, technological   development, alternative energy sources and technical standardization; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | d)             to   co-ordinate the Company’s strategy for operations in relation to social   responsibility, the environment, technological processes and strategic   management of technology; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | e)              to   coordinate the putting in place and maintenance of the Company’s quality   control systems; |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | f)               to   promote the implementation of programs for the Company’s technological   development; and |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   |   |
|      |       |                                                                                                                                                                                                                                                                                                                                                                   | g)              to   monitor the management of the plans for compliance with the guidelines for   the environment, technology and improvement of quality. |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 
| **III** | ** ** | ** ** | **To the Chief Finance and   Investor Relations Officer:**                                                                                                                                                                                                                                                                                                                                                                                                               |
|---------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | a)             to   make available the financial resources necessary for the operation and   expansion of the Company, in accordance with an Annual Budget, conducting the   processes of contracting of loans and financing, and the related services;                                                                                                                                                      |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | b)             to   coordinate the preparation and consolidation of the Company’s Annual Budget,   in the case of the affiliated companies and jointly-controlled subsidiaries,   jointly with the Chief Business Development Officer, and in both cases with   the participation of the other Chief Officers of the Company;                                                                           |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | c)              to   arrange for economic and financial valuation of the Company’s capital   expenditure investment projects, except those that are the responsibility of   the Chief Business Development Officer;                                                                                                                                                                                |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | d)             to   accompany the economic-financial performance of investment projects,   according to targets and results approved by the Executive Board and the Board   of Directors;                                                                                                                                                                                                                    |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | e)              to   carry out the accounting of, monitor and control the economic-financial   transactions of the Company, including its wholly-owned and other   subsidiaries;                                                                                                                                                                                                                        |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | f)               to   determine the cost of the service and to establish a policy on insurance, as   set out in the Company’s Multi-year Strategic Implementation Plan;                                                                                                                                                                                                                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | g)              to   prepare the short-, medium- and long-term financial programming in detail, as   specified in the Company’s Multi-year Strategic Implementation Plan and Annual   Budget;                                                                                                                                                                                                      |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | h) to monitor and control the Company’s   registered capital, and to propose to the Executive Board, for decision or   for submission to the Board of Directors or the General Meeting of   Stockholders, subject to the provisions of these Bylaws, the governance   policy in relation to the market, and the dividend policy, of the Company and   its subsidiaries, and to suggest the same for the affiliated companies;                                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | i)                 to   coordinate the preparation and negotiation of the tariffs for supply and   distribution of electricity, and the revenues from transmission, with the   National Electricity Agency, Aneel;                                                                                                                                                                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | j)                to   be responsible for the provision of information to the investing public, to   the Securities Commission (CVM) and to the Brazilian and international stock   exchanges and over-the-counter markets, and the corresponding regulation and   inspection entities, and to keep the Company’s registrations with these   institutions updated;                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | k)             to   represent the Company to the CVM, the stock exchanges and other entities of   the capital markets;                                                                                                                                                                                                                                                                                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | l)                 to   arrange for the financial management of the Company and of its wholly-owned   and other subsidiaries, and affiliated companies, and of the consortia in   which the company participates, within the criteria of good corporate   governance and making continual efforts for compliance with their business   plans, subject to the provisions of these Bylaws; |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | m) to monitor the economic and financial results   of the Company’s holdings in the subsidiaries and affiliated companies;                                                                                                                                                                                                                                                                                                                                          |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | n)             to   propose to the Executive Board, for approval or submission to the Board of   Directors or to the General Meeting of Stockholders, depending on the   competency specified in these Bylaws:                                                                                                                                                                                               |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | (i)             injections   of capital into the wholly-owned subsidiaries; and                                                                                                                                                                                                                                                                                                                              |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | (ii)          jointly   with the Chief Business Development Officer, injections of capital, exercise   of the right of preference, and signing of voting agreements, in the   subsidiaries, in the affiliated companies and in the consortia in which the   Company participates;                                                                                                                                           |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | o)             to   take part in the negotiations that involve constitution or alteration of   corporate documents of all the companies in which the Company has any equity   holding;                                                                                                                                                                                                                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | p) to coordinate, jointly with the Chief Business   Development Officer, the processes of disposal of stockholding interests held   by the Company, subject to the provisions of the legislation and regulations   from time to time in force; and                                                                                                                                                                                                                       |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | q)             to   monitor and evaluate the financial performance of the subsidiaries and   affiliates, and of the consortia in which the company participates, and to   disseminate it within the Executive Board.                                                                                                                                                                                         |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **IV**  | ** ** | ** ** | **To the Chief Corporate Management Officer:**                                                                                                                                                                                                                                                                                                                                                                                                                           |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | a)             to   ensure the provision of appropriate personnel to the Company;                                                                                                                                                                                                                                                                                                                            |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | b)             to   decide the Company’s human resources policy and to orient and promote its   application;                                                                                                                                                                                                                                                                                            |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | c)              to   orient and conduct the activities related to organizational studies and their   documentation;                                                                                                                                                                                                                                                                                     |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | d)             to   decide, conduct and supervise the Company’s telecommunications and   information technology policy;                                                                                                                                                                                                                                                                                 |
|    |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |       |       | e)              to   plan, put in place and maintain the Company’s telecommunications and   information technology systems;                                                                                                                                                                                                                                                                        |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 
|   |       |       | f)               to   decide policies and rules on support services such as transport,   administrative communication, and security guards, and on provision of   adequate quality in the workplace for the Company’s personnel;                                                                                                                                   |
|--------|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | g)              to   provide the Company with infrastructure and administrative support resources   and services;                                                                                                                                                                                                                                                                 |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | h)             to   coordinate the policies, processes and means of property security, work   safety and security guarding approved by the Company;                                                                                                                                                                                                                                    |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | i)                 to   carry out the negotiations of collective work agreements, in accordance with   the guidelines and limits approved by the Board of Directors, submitting the   proposals negotiated for approval by the Executive Board;                                                                                                                    |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | j)                to   administer the process of contracting of works and services and of   acquisition and disposal of materials and real estate property;                                                                                                                                                                                                             |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | k) to effect quality control of the material   acquired and of the qualification of contracted service providers;                                                                                                                                                                                                                                                                                                                                  |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | l)                 to   administer and control the stock of material, the separation and recovery of   used material, and to carry out sales of excess and unusable material, and   scrap;                                                                                                                                                                         |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | m) to arrange for and implement programs to   increase, develop and continually improve suppliers of materials and services   of interest to the company, alone or in cooperation with other Chief   Officer’s Departments or development agencies or industry associations, in   the ambit of the State of Minas Gerais;                                                                                                                     |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | n)             to   carry out corporate management and environmental action programs within the   scope of this Chief Officer’s Department;                                                                                                                                                                                                                                       |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | o)             to   authorize opening of administrative tender proceedings and proceedings for   exemption from or non-requirement for tender, and the corresponding   contracts, in amounts up to R$ 2,800,000.00 (two million eight hundred   thousand Reais);                                                                                                                  |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | p)             to   propose to the Chief Executive Officer, for submission to the Executive   Board, for approval, from among the employees of the Company, of Cemig   Distribuição S.A. and of Cemig Geração e Transmissão S.A., appointments for   the positions of sitting and substitute members of the Integrated Pro-Health   Administration Committee; |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | q)             to   propose to the Chief Executive Officer, for submission to the Executive Board   for approval, from among the employees of the Company and of the other   companies involved in the negotiations, appointments of employees to the   Union Negotiation Committee, and also the appointment of its coordinator; and                                                  |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | r)                to   present to the Executive Board the assessments received from a leadership   succession development program, put in place by the Company, for the purpose   of giving the Executive Board input for its decisions on appointments of   employees to management posts.                                                                             |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **V**  | ** ** | ** ** | **To the Chief Distribution and Sales Officer:**                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | a)             to   make continuous efforts on behalf of the quality of supply of energy to   consumers that are directly linked to the Company’s distribution system;                                                                                                                                                                                                            |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | b)             to   prepare the planning of the Company’s distribution system;                                                                                                                                                                                                                                                                                                    |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | c)              to   manage the implementation of the distribution facilities, including   preparation and execution of the plan, construction and assembly;                                                                                                                                                                                                                      |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | d)             to   operate and maintain the electricity distribution system and the associated   systems of supervision and remote control;                                                                                                                                                                                                                                           |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | e)              to   manage the Company’s work safety policy in the ambit of his/her activities;                                                                                                                                                                                                                                                                             |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | f)               to   propose and implement the policies for service to consumers served by this   Chief Officer’s Department;                                                                                                                                                                                                                                          |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | g)              to   develop programs and actions with captive consumers with demand lower than   500kW, with a view to the most efficient use of electricity;                                                                                                                                                                                                                    |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | h)             to   establish commercial relationships with and coordinate the sale of   electricity and services to captive consumers with demand lower than 500 kW;                                                                                                                                                                                                                  |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | i)                 to   carry out environmental programs and actions within the scope of this Chief   Officer’s Department; and                                                                                                                                                                                                                               |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | j)                to   represent the Company in the Brazilian Electricity Distributors’ Association   (Abradee) and with other entities of the distribution sector;                                                                                                                                                                                                |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | k)             to   propose policies and guidelines to ensure the physical security of the   distribution facilities, and to manage the asset security of these facilities;                                                                                                                                                                                                            |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | l)                 to   seek continuous improvement of the processes of operation and maintenance,   through the use of new technologies and methods, aiming to improve the   quality and reduce the cost of those activities; and                                                                                                                                 |
|   |       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |       | m) to monitor and evaluate the technical and   operational performance of the Company’s wholly-owned subsidiaries, and   disseminate this information within the Executive Board.                                                                                                                                                                                                                                                             |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 
| **VI**  | ** ** | **To   the Chief Generation and Transmission Officer:**                                                                                                                                                                                                                                                                                            |
|---------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | a)             to   make continuous efforts on behalf of the quality of supply of electricity to   consumers that are directly linked to the transmission system;                                                                                                                      |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | b)             to   prepare the planning of generation and transmission;                                                                                                                                                                                                               |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | c)              to   operate and maintain the generation and transmission systems and the   associated systems of supervision and remote control;                                                                                                                                 |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | d)             to   carry out environmental programs and actions within the scope of this Chief   Officer’s Department;                                                                                                                                                           |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | e)              to   develop and conduct such hydro-meteorological activities as are of interest   to the Company;                                                                                                                                                                |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | f)               to   manage the operations arising from interconnection of the Company’s   electricity transmission system with those of other companies, and the   connection of agents to the Company’s basic network;                                          |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | g)              to   represent the Company in relations with the National System Operator (ONS),   the Brazilian Electricity Generators’ Association (Abrage) and other entities   representing the electricity generation and transmission sector;                          |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | h)             to   manage the Company’s central laboratories and workshops;                                                                                                                                                                                                      |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | i)                 to   coordinate and put in place projects for refurbishment, modernization,   improvement, reactivation and de-activation in the generation and   transmission facilities;                                                                      |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | j)                to   propose and implement measures that aim to ensure the connectivity of the   various agents of the electricity sector, linked to the Company’s   transmission system;                                                                        |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | k)             to   propose and implement the policies and guidelines that aim to ensure the   physical security of the generation and transmission facilities, and to   manage the industrial safety of those facilities;                                                             |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | l)                 to   manage and promote the Company’s work safety policy within the scope of   his/her activities;                                                                                                                                         |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | m)         to   manage and put in place the undertakings for expansion of generation,   transmission and co-generation, arranging for planning, construction and   assembly, and ensuring the proper physical and financial performance of those   undertakings;                                           |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | n)             to   supply technical support to negotiations for making possible the projects for   expansion of generation, transmission and co-generation, and to take part in   the negotiation of documents of the consortia of entrepreneurs and   special-purpose companies; and |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | o)             to   monitor and evaluate the technical and operational performance of the   Company’s wholly-owned subsidiaries, and disseminate this information within   the Executive Board.                                                                                   |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
| **VII** | ** ** | **To   the Chief Trading Officer:**                                                                                                                                                                                                                                                                                                                |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | a)             to   carry out research, studies and projections on the markets of interest to the   Company;                                                                                                                                                                           |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | b)             to   coordinate the planning and execution of the purchase of electricity to serve   the Company’s market and the sale of energy from its own generation sources;                                                                                                  |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | c)              to   coordinate the purchase and sale of electricity in its different forms and   modalities, including importation, exportation and holdings in all the   segments of markets specialized in energy;                                                             |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | d)             to   coordinate the provision of services of intermediation of business   transactions related to the sale of electricity to any authorized agent;                                                                                                                      |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | e)              to   represent the Company in the Electricity Trading Chamber (CCEE), taking   responsibility for the transactions carried out in the ambit of that chamber,   and to represent the Company in relations with the other electricity trading   entities;           |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | f)               to   coordinate the establishment of the prices for purchase and sale of   electricity, and to propose them to the Executive Board for approval;                                                                                                            |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | g)              to   establish commercial relations with and coordinate the sale of electricity   and services to individual consumers, or groups of consumers, served at   voltages of 2.3kV or more and contracted demand of 500kW or more, and also   business groups;         |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | h)             to   identify, measure and manage the risks associated with the trading of   electricity;                                                                                                                                                                               |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | i)                 to   negotiate and manage the commercial transactions involved in transport and   connection of any party accessing the distribution system;                                                                                                    |
|    |       |                                                                                                                                                                                                                                                                                                                                               |
|    |       | j)                to   negotiate and manage the Contracts for Use of the Transmission System with   the National System Operator (ONS) and for connection to the Distribution   System with transmission companies;                                                     |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 
|     |       | k)             to   manage the trading of the Company’s carbon credits, in coordination with the   Office of the Chief Business Development Officer; and                                                                                                                                                                                                                                                                                                              |
|----------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | l)                 to   monitor and evaluate the technical and operational performance of the   Company’s wholly-owned subsidiaries, and disseminate this information within   the Executive Board.                                                                                                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **VIII** | ** ** | **To the Chief Business   Development Officer:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | a)             to   arrange for search, analysis and development of new business of the Company   in the areas of generation, transmission and distribution of electricity, and   oil and gas, and in other activities directly or indirectly related to the   Company’s objects;                                                                                                                                                                                     |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | b)             to   arrange for technical, economic-financial, and environmental feasibility   studies of new business for the Company, in coordination with the Chief   Officer’s Departments related to those businesses;                                                                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | c)              to   coordinate negotiations and implement partnerships, consortia,   special-purpose companies and other forms of association with public- or   private-sector companies necessary for the development of new business, and   also the negotiation of contracts and corporate documents of those projects;                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | d)             to   coordinate, jointly with the Chief Executive Officer, the preparation and   consolidation of the Company’s Multi-Year Strategic Implementation Plan; and   with the Chief Finance and Investor Relations Officer, of the Annual Budget   in relation to the affiliated companies and subsidiaries;                                                                                                                                                |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | e)              to   coordinate the participation of the Company in tender proceedings for   obtaining grant of concessions in all the areas of its activity;                                                                                                                                                                                                                                                                                                         |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | f)               to   seek, coordinate, evaluate and structure the opportunities for acquisition of   new assets in all the sectors and activities directly or indirectly related   to the company’s Objects;                                                                                                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | g)              to   coordinate the Company’s participation in the auctions of new business   opportunities held by any person or legal entity, under public or private   law, including regulatory agencies;                                                                                                                                                                                                                                                    |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | h)             to   promote the search for, and analysis of, business opportunities related to   the use of carbon credits, within the ambit of the company ;                                                                                                                                                                                                                                                                                                              |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | i)                 to   prepare the planning and the Capital Expenditure Program of new business in   all the sectors and activities directly or indirectly related to the   Company’s objects;                                                                                                                                                                                                                                                   |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | j)                to   represent the Company in relations with the entities for planning of   expansion of the electricity sector in its areas of operation;                                                                                                                                                                                                                                                                                                |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | k)             to   accompany Brazil’s energy planning, within the Company;                                                                                                                                                                                                                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | l)                 to propose to the   Executive Board, for approval or submission to the Board of Directors,   assumptions for new investments to be made by the Company (IRR, payback, cost   of capital, and any other indicators of risk/return that may be necessary);                                                                                                                                                                            |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | m)         to propose, jointly with   the Chief Finance and Investor Relations Officer, to the Executive Board, for   approval or for submission to the Board of Directors or to the General   Meeting of Stockholders, depending on the competency specified in these   Bylaws, matters relating to injections of capital, exercise of the right of   preference and making of voting agreements in the subsidiaries and affiliates   and in the consortia in which the company participates; |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | n)             to coordinate, within the   ambit of the Company, negotiations that involve constitution and alteration   of stockholding documents of the subsidiaries and affiliates, and of the   consortia in which the Company participates;                                                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | o)             to monitor and supervise   the management and development of the subsidiaries and affiliates, within the   criteria of good governance and making efforts at all times for compliance   with their business plans, subject to the provisions of these Bylaws;                                                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | p)             to coordinate, jointly   with the Chief Finance and Investor Relations Officer, processes of disposal   of equity interests held by the Company, subject to the provisions of the   legislation and regulations from time to time in force;                                                                                                                                                                                                                 |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | q)             to   monitor and evaluate the technical-operational performance of the   subsidiaries and affiliates and of the consortia in which the company   participates, and to disseminate it within the Executive Board;                                                                                                                                                                                                                                            |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | r)                to represent the Company,   in the terms of §3 of Clause 11 of these Bylaws, in the support committees to   the Boards of Directors of its subsidiaries and affiliates; and                                                                                                                                                                                                                                                          |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | s)               to   coordinate matters relating to new business and the management of the equity   holdings of the Company and of its subsidiaries and affiliates, and of the   consortia in which the company participates, in interaction with the other   Chief Officers of the Company.                                                                                                                                                                    |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

----

 
| **IX**     | ** ** | **To the Chief Officer for the   Gas Division:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | a)             to coordinate, in the name of the Company and its wholly-owned and   other subsidiaries, all the activities related to exploration, acquisition,   storage, transport, distribution and sale of oil and gas or oil products and   by-products, directly or through third parties;                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | b)             to propose to the Executive Board guidelines and general   rules and plans for operation, prospecting, exploration, acquisition,   storage, transport, distribution and sale of activities of the oil and gas   business;                                                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | c)              to carry out research, analyses and studies of investments and new   technologies related to oil and gas and, jointly with the Chief Business   Development Officer, studies and development of business in that sector;                                                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | d)             to develop standardization for projects in the field of oil and gas;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | e)              to propose to the Executive Board a multi-year plan for investments   and expenses of Gasmig;                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | f)               to propose to the Executive Board, jointly with the Chief Finance and   Investor Relations Officer and the Chief Business Development Officer, the   multi-year plan for investments and expenses of other special-purpose   companies associated with the activities of oil and gas;                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | g)              to consolidate the management of the work safety policies of Gasmig   and of other special-purpose companies, in the ambit of the oil and gas   activities, in accordance with the general guidelines laid down by the   Company, through the Office of the Chief Corporate Management Officer;                                                                                                                                                                                                                                                         |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | h)             to carry out research, studies, analyses and market projections of   interest to the Company in the ambit of the oil and gas activities;                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | i)                 to carry out environmental programs and actions within the scope of   this Chief Officer’s Department; and                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** ** |       | **j)****               **to represent the Company in the various entities that bring together   the companies of the oil and gas sector.                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **X**      | ** ** | **To the Chief Counsel:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | a)             to coordinate the legal activities of the Company, and of its   wholly-owned and other subsidiaries, in accordance with Article 116,   Sub-clauses “a” and “b”, of Law 6404/1976, comprising:                                                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | –                 organization and   supervision of the legal services of the companies in the areas of litigation   and consultation, in all the areas of law;                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | –                 establishment of   directive guidelines, issuance of legal orientations and preventive activity   in legal matters in the interest of the Companies;                                                                                                                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | –                 adoption of   measures aiming for integration and synergy of the legal areas of the   Companies;                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | –                 promotion of the   defense of the interests of the companies in the Courts and in the   administrative sphere; and                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | –                 decision   on strategies in law and in case procedure to be adopted by the companies;                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | b)             to   support the other areas of the Company, and of its wholly-owned and other   subsidiaries, in accordance with Article 116, Sub-clauses “a” and “b”,   of Law 6404/1976, in legal and juridical matters;                                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | c)              to   propose and implement the directive guidelines for contracting of external   legal services, coordinating and supervising their execution; and                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | d)             to   coordinate the information relating to the Company’s legal actions,   proceedings in the administrative sphere and services of legal consultancy;   and of those of the Company’s wholly-owned and other subsidiaries, in   accordance with Article 116, Sub-clauses “a” and “b”, of Law 6404/1976; and   periodically or when requested, to inform the Executive Board and the Board   of Directors on the strategy adopted in terms of proceedings and law, and the   progress and development of such proceedings. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **XI**     | ** ** | **To the Chief Institutional Relations and   Communication Officer:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | a)             to   coordinate the representation of the Company and of its wholly-owned   subsidiaries within the scope of its regulatory attributions in relations   with the regulatory agencies, the Mining and Energy Ministry, and forums and   associations of the sector;                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | b)             to   coordinate the institutional relationships of the Company and of its   wholly-owned subsidiaries, including the principal forums of legislation and   development of public policies associated with the electricity sector;                                                                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | c)              to   coordinate the processes of inspection, and notices, originating from the   regulatory agencies related to the Company and its wholly-owned subsidiaries,   jointly with the Chief Officers’ Departments involved;                                                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | d)             to   coordinate, based on the Company’s Strategic Planning, the disclosure of   institutional and corporate information about the Company and its   wholly-owned subsidiaries;                                                                                                                                                                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       | e)              to   coordinate the accompaniment of proposals for legislation and regulations,   and also the statements of position of the Company and its wholly-owned   subsidiaries, jointly with the Chief Officer’s Departments involved;                                                                                                                                                                                                                                                                                                                   |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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|    |   | f)               to   coordinate analysis and arrangements made for preparation of regulatory   scenarios, ensuring that the impacts on the business of the Company’s   wholly-owned subsidiaries are evaluated, to provide supporting input for the   Company’s strategic corporate planning;                                                           |
|---------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | g)              to   coordinate and align the corporate communication actions of the Company and   of its wholly-owned subsidiaries to preserve the Company’s culture and values   in relations with stockholders, employees, communities, clients, suppliers,   government and opinion-formers, also ensuring alignment with the Company’s   Strategic Plan; |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | h)             to   coordinate the corporate communication efforts and actions of the Company and   of its wholly-owned subsidiaries, aiming to maintain and strengthen the brand   and sustain the addition of value in the relationships with the Company’s   significant publics in such a way as to ensure a strong and positive   reputation;                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | i)                 to   coordinate actions on defining and implementing the use of the brands of the   Company and of its wholly-owned subsidiaries, to guarantee the value and   strengthening of the Company;                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | j)                to   coordinate actions in relation to preservation of the *Memory   Project* of the Company and of its wholly-owned subsidiaries,   making continuous efforts on behalf of the physical collections of the   Company and of its wholly-owned subsidiaries;                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | k)             to   coordinate the monitoring, control and disclosure of institutional and   corporate information;                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | l)                 to   coordinate, in accordance with the directives established by the Board of   Directors, the use of funds for cultural projects, especially those of social   responsibility, with funds under incentive laws; and                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|    |   | m)         to   coordinate the disclosure of programs for energy efficiency and other   programs directed to needy communities.                                                                                                                                                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| §1 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     | The competencies of   representation before technical and administrative bodies and associations   granted to the Chief Officers under this clause do not exclude the Chief   Executive Officer’s competency of representation, nor the need for obedience   to the provisions in these Bylaws in relation to prior obtaining of   authorizations from the management bodies to contract obligations in the name   of the Company. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| §2 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     | The competencies to   enter into contracts and other legal transactions and for constitution of any   obligation in the name of the Company given to the Chief Officers under this   Clause do not exclude the competency of the Executive Board and of the Board   of Directors, as the case may be, nor the need for obedience to the   provisions in these Bylaws in relation to the financial limits and to prior   obtaining of authorizations from the management bodies, when required. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| §3 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     | As well as the exercise   of the attributions set for them in these Bylaws, each Chief Officer’s   Department has the competency to ensure the cooperation, assistance and   support of the other Chief Officer’s Departments in the areas of their   respective competencies, with the aim of success in the greater objectives   and interests of the Company. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| §4 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     | The projects developed   by the Company in the area of the Office of the Chief Business Development   Officer, once structured and constituted, must be assumed by the respective   Chief Officer’s Departments responsible for their construction, execution,   operation and sales, as defined in these Bylaws. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| §5 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     | It is the competency of   each Chief Officer, within the area of his/her activity, to arrange for the   actions necessary for compliance with and effective implementation of the   work safety policies approved by the Company. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
| §6 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                     | The financial limit set   by Sub-clause “o” of Item IV of this clause shall be adjusted, in   January of each year, by the IGP-M (General Market Price) inflation   index, produced by the Getúlio Vargas Foundation. |

 

**CHAPTER V**

 

**The Audit Board**

 
| Clause   23 |   | The Company’s Audit   Board shall function permanently and shall be made up of between 3 (three)   and 5 (five) members and their respective substitute members, who shall be   elected annually, on the occasion of the Annual General Meeting, and may be   re-elected. |
|-------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |   |                                                                                                                                                                                                                                                                           |   |
| §1     |   |                                                                                                                                                                                                                                                                           | The Audit Board shall   elect its Chairman from among its members, and the Chairman shall call and   chair the meetings. |
|        |   |                                                                                                                                                                                                                                                                           |   |
| Clause   24 |   | In the event of   resignation of the position, death or impediment, a member of the Audit Board   shall be replaced by his or her respective substitute, until the new member   is elected, and such member shall be chosen by the same party that appointed   the substitute. |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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| Clause 25 |   | The responsibilities   and powers of the Audit Board are those set by the Corporate Law, and also,   to the extent that they do not conflict with Brazilian legislation, those   required by the laws of the country in which the Company’s shares are listed   and traded, in accordance with its Regulations. |
|-----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                 |
| Clause 26 |   | The remuneration of the   members of the Audit Board shall be fixed by the General Meeting of   Stockholders which elects it, in accordance with the legislation from time to   time in force.                                                                                                                       |

 

**CHAPTER VI**

 

**The business year**

 
| Clause 27 |   | The business year shall   coincide with the calendar year, closing on 31 December of each year,   when the Financial Statements shall be prepared, in accordance with the   relevant legislation. Financial statements for periods of six months or   interim statements for shorter periods may be prepared.                                                                                                                                                                                                                                                                                        |
|-----------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Clause 28 |   | Before any other   sharing of the profit, there shall be deducted from the result for the   business year, in this order: retained losses, the provision for income tax,   the Social Contribution tax on Net Profit and the profit shares of the   employees and the managers.                                                                                                                                                                                                                                                                                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The net profit   ascertained in each business year shall be allocated as follows: |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   | a)             5% (five percent) to the legal reserve, up to the limit specified by   law;                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   | b)             50% (fifty percent) distributed as obligatory dividends to the   stockholders of the Company, subject to the other terms of these Bylaws and   the applicable legislation; and                                                                                                                                                                                                                                                                                                                                                 |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   | c)              the balance, after the retention specified in a capital expenditure   and/or investment budget prepared by the Company’s management, in compliance   with the Company’s Long-Term Strategic Plan and the dividend policy contained   therein and duly approved, shall be applied in the constitution of a profit   reserve for the purpose of distribution of extraordinary dividends, in   accordance with Clause 30 of these Bylaws, up to the maximum limit specified   by Clause 199 of the Corporate Law. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Clause 29 |   | The dividends shall be   distributed in the following order:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   | a)             the minimum annual dividend guaranteed to the preferred shares;                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|      |   | b)             the dividend for the common shares, up to a percentage equal to that   guaranteed to the preferred shares.                                                                                                                                                                                                                                                                                                                                                                                                                     |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Once the dividends   specified in Sub-clauses “a” and “b” of the head paragraph of this clause   have been distributed, the preferred shares shall have equality of rights   with the common shares in any distribution of additional dividends. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| §2   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Board of Directors   may declare interim dividends, in the form of interest on equity, to be paid   from retained earnings, profit reserves or profits ascertained in six-monthly   or interim financial statements. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| §3   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The amounts paid or   credited as Interest on Equity, in accordance with the relevant legislation,   shall be imputed as on account of the amounts of the obligatory dividend or   of the dividend payable under the Bylaws to the preferred shares, being for   all purposes of law a part of the amount of the dividends distributed by the   Company. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Clause 30 |   | Without prejudice to   the obligatory dividend, every two years, starting from the business year of   2005, or more frequently if the Company’s availability of cash so permits,   the Company shall use the profit reserve specified in Sub-clause “c” of   Clause 28 of these Bylaws for the distribution of extraordinary dividends, up   to the limit of cash available, as determined by the Board of Directors, in   obedience to the Company’s Long-Term Strategic Plan and the Dividend Policy   contained therein.                                                           |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Clause 31 |   | The dividends declared,   obligatory or extraordinary, shall be paid in 2 (two) equal installments, the   first by June 30 and the second by December 30 of each year, and   the Executive Board shall decide the location and processes of payment,   subject to these periods.                                                                                                                                                                                                                                                                                                                |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | Dividends not claimed   within a period of 3 (three) years from the date on which they are placed at   the disposal of the stockholder shall revert to the benefit of the Company. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Clause 32 |   | The employees have the   right to a share in the profits or results of the Company, upon criteria   authorized by the Executive Board based on the guidelines approved by the   Board of Directors and limits established by the General Meeting of   Stockholders, in accordance with the specific legislation.                                                                                                                                                                                                                                                                                          |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| Clause 33 |   | It is the competency of   the General Meeting of Stockholders to set, annually, the limits to sharing   by the managers in the profits of the Company, subject to the provisions of   §1 of Article 190 of Law 6404 of December 15, 1976.                                                                                                                                                                                                                                                                                                                                                  |

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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**CHAPTER VII**

 

**Liabilities of the Management Officers**

 
| Clause 34 |   | The management officers are liable to the   Company and to third parties for the actions which they take in the exercise   of their functions, as specified by the law and by these Bylaws.                                                                                                                                                                                                     |
|-----------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| Clause 35 |   | The Company guarantees defense of members   of the Board of Directors, the Audit Board and the Executive Board in Court   and/or administrative proceedings, on the plaintiff or defendant side, during   or after their periods of office, occasioned by events or acts related to the   exercise of their specific functions which do not violate the provisions of   law or of these Bylaws. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                            |
| §1   |   |                                                                                                                                                                                                                                                                                                                                                                                            | The guarantee given in the head paragraph   of this clause extends to employees who legally carry out actions by   delegation from the Company’s management officers. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                            |   |
| §2   |   |                                                                                                                                                                                                                                                                                                                                                                                            | The Company may contract third-party   liability insurance to cover the expenses of proceedings, fees of counsel and   indemnities arising from the legal or administrative proceedings referred to   in the head paragraph of this Clause, upon decision by the Board of   Directors. |
|      |   |                                                                                                                                                                                                                                                                                                                                                                                            |   |
| §3   |   |                                                                                                                                                                                                                                                                                                                                                                                            | Any member of the Board of Directors or the   Audit Board, or any Chief Officer or employee against whom a Court judgment   subject to no further appeal is given must reimburse the Company all the   costs, expenses and losses caused to it. |

 

**(END OF COPY OF THE BYLAWS)**

 

**This text is a translation, provided for information only. The original text in Portuguese is the legally valid version.**

 

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