CESP Companhia Energetica de São Paulo : 10.21.2021 - Minutes of the Board of Directors Meeting

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO

Publicly-Held Company

Corporate Taxpayer's ID (CNPJ) No. 60.933.603/0001-78

Company's Registry (NIRE) 35.300.011.996| CVM Code: 00257-7

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON OCTOBER 21st, 2021

1. DATE, TIME AND PLACE: Held on October 21st, 2021, at 7 p.m., through videoconference.
2. CALL NOTICE: The call for the members of the Board of Directors was waived pursuant to Article 14, Paragraph 2, of the Company's Bylaws.
3. ATTENDANCE: All members of the Company's Board of Directors were present, namely: Fabio Rogério Zanfelice, Glaisy Peres Domingues, Ricardo Szlejf, Sergio Ricardo Romani, Beatrice Cristina de Athayde Arfelli Meyer, Mauro Eduardo Guizeline, Frederico Ferreira Sarmento and Felipe Dutra Cançado, through videoconference, pursuant to Article 14, Paragraph 3, of the Company's Bylaws.
4. PRESIDING BOARD: The meeting was chaired by Mr. Fabio Rogério Zanfelice and secretariat by Mr. Mauro Mitsuru Nakamura.
5. AGENDA: The members of the Company's Board of Directors met to resolve on
   (i) the constitution of the Company's Independent Special Committee ("Committee") which, subject to the guidelines provided for in the Guidance Opinion of the Brazilian Securities Commission No. 35 ("Opinion 35"), will have the sole and exclusive function of negotiating the transaction of corporate reorganization proposed in a non-binding manner by Votorantim S.A. and by the Canada Pension Plan Investment Board ("CPPIB") for the merger of all shares issued by Company by VTRM Energia Participações SA
   ("Reorganization Proposal"), as per the Material Fact published on October 18th, 2021, and submit its recommendations to the Board of Directors; and (ii) authorization for the Company's managers to take all necessary measures to comply with item (i) above.
6. PRELIMINARY DISCUSSIONS: The Meeting began with the presentation of the possibilities provided for in Opinion 35 for the formation of the Committee. After the discussions, the directors reached a consensus that, among the foreseen possibilities,

two would be the most adequate to negotiate the Reorganization Proposal: (i) a committee composed of non-administrators of the Company, all independent and with notable technical capacity; or (ii) a committee composed of: (a) an administrator chosen by the majority of the board of directors; (b) a director elected by the non-controlling shareholders; and (c) a third party, administrator or not, chosen jointly by the other two members.

7. RESOLUTIONS:

1. After preliminary discussions, the members of the Board of Directors concluded that the most suitable option for composing the Committee for the purpose of negotiating the Reorganization Proposal, and which best fits the Company's governance structure, is the option mentioned in item 6. (ii) above. Accordingly, the Board of Directors resolved, by unanimous vote and without any reservations, to constitute the Committee with the following composition: (a) an administrator chosen by the majority of the Board of Directors; (b) a director elected by the non-controlling shareholders; and
   (c) a third party, administrator or not, chosen jointly by the other two members.
2. Then, Councilor Glaisy Peres Domingues indicated her intention to run for the vacancy on the Committee reserved for the Councilor to be elected by majority vote. Likewise, member Felipe Dutra Cançado, elected by the preferred minority shareholders, in a separate vote, indicated his interest in joining the Committee in the position of member elected by the non-controlling shareholders. Mr. Felipe Dutra Cançado informed the Board of Directors that he had been appointed to run for the position of Board member of the Company by funds managed at the discretion of
   Squadra Investimentos Gestão de Recursos Ltda. ("Squadra Funds") in which one of the Company's indirect controllers, CPPIB, holds passive investments, without decision- making power within the scope of the Squadra Funds, and that, in his opinion, this indication does not imply a loss of its independence.
3. Then, Councilor Glaisy Peres Domingues indicated her intention to run for the position on the Committee reserved for the Councilor to be elected by majority vote. Likewise, member Felipe Dutra Cançado, elected by the preferred minority shareholders in a separate vote, indicated his interest in joining the Committee in the position of member elected by the non-controlling shareholders. Mr. Felipe Dutra Cançado informed the Board of Directors that he had been appointed to the position of Board member of the Company by funds managed at the discretion of Squadra Investimentos Gestão de Recursos Ltda. ("Squadra Funds") in which the Company's indirect controller,

CPPIB, holds passive investments, without decision-making power within the scope of the Squadra Funds, and that, in his opinion, this indication does not imply a loss of its independence.

1. After the above names were debated and voted on, the following members were elected to the Committee, by unanimous vote of the members:
2. 1. Ms. Glaisy Peres Domingues, Brazilian, single, accountant, resident and domiciled in the city of São Paulo, State of São Paulo, with an office at Rua Amauri, 255, 13th floor, zip code (CEP) 01448-000, bearer of identity card RG No. 10710986-0, issued by the SSP/SP, registered with the Individuals Taxpayer ID (CPF/ME) under No. 072.823.557-97. The director Glaisy Peres Domingues will occupy the seat reserved for the member appointed by a majority of votes on the Committee.
   2. Mr. Felipe Dutra Cançado, Brazilian, married, engineer, resident and domiciled in the city of Rio de Janeiro, State of Rio de Janeiro, with an office at Avenida Borges de Medeiros, 633/604, Leblon, zip code (CEP) 22430-041, bearer of the card Identity Card RG No. 09.575.671-4, issued by IFP/RJ, registered with the Individuals Taxpayer ID (CPF/ME) under No. 051.473.407-85, independent member of the Company's Board of Directors elected to occupy this position in a separate vote, without the participation of the controlling shareholder, by holders of preferred shares. The director Felipe Dutra Cançado will occupy the seat reserved for the director appointed by non-controlling shareholders on the Committee.
   3. To record that the directors Glaisy Peres Domingues and Felipe Dutra Cançado abstained from voting in their respective elections.
3. Once elected, the Board members and members of the Committee Glaisy Peres Domingues and Felipe Dutra Cançado elected to the Committee, by mutual agreement, Mr. Fernando Fontes Iunes, Brazilian, married, engineer, resident and domiciled in the city of São Paulo, State of São Paulo, holder of identity card RG nº 5.217.649-6, issued by SSP-SP, registered with the Individuals Taxpayer ID (CPF/ME) under No. 077.518.888-30, as an independent non-administrator member of the Company.

1. To record that the members of the Committee appointed herein have taken on the commitment to faithfully fulfill their legal duties and responsibilities.
2. To record that Messrs. Felipe Dutra Cançado and Fernando Fontes Iunes declared to be independent.

1. To record that Mr. Fernando's compensation was approved and that the other members of the Committee, who are the Company's directors, will not be compensated for their participation in the Committee.
2. Committee members will submit a budget proposal to the Board of Directors for hiring legal and financial advisors they deem necessary to assist them in their work.
3. To authorize the Company's managers to take all necessary measures to comply with what was deliberated and approved at this meeting and in compliance with the provisions of applicable legislation.

8. CLOSURE: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up in summary form, which, after being read and found to be in order, were signed by the attending Directors. Board: Fabio Rogério Zanfelice - Chairman; Mauro Mitsuru Nakamura - Secretary. Board Members: Fabio Rogério Zanfelice, Glaisy Peres Domingues, Ricardo Szlejf, Sergio Ricardo Romani, Beatrice Cristina de Athayde Arfelli Meyer, Mauro Eduardo Guizeline, Frederico Ferreira Sarmento, and Felipe Dutra Cançado. These minutes are compliant with the original copy, drawn up in the proper book.

São Paulo, October 21st, 2021.

Presiding Board:

[Digitally signed document with ICP-Brasil digital certification]

________________________	__________________________
Fabio Rogério Zanfelice	Mauro Mitsuru Nakamura
Chairman	Secretary