COMPANHIA DE SANEAMENTO BÁSICO DO … · In the private sector, he acted as Chief Executive...

COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP

PUBLICLY-HELD COMPANY Corporate Taxpayer's ID (CNPJ/MF): 43.776.517/0001-80

NIRE: 35.3000.1683-1 ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND FISCAL COUNCIL

(a) Board of Directors

The Company's Management recommends the election of the following candidates for the positions of member and Chairman of the Board of Directors, all of them with a term of office up to the date in which the Annual Shareholders Meeting of 2018 shall be held:

Name Title Benedito Pinto Ferreira Braga

Junior Chairman of the Board of Directors

Francisco Vidal Luna Sitting Member of the Board of Directors

Jerônimo Antunes Sitting Member of the Board of Directors

Reinaldo Guerreiro Sitting Member of the Board of Directors

Jerson Kelman Sitting Member of the Board of Directors

The Company requests the non-controlling shareholders who wish to designate other candidates for election as member of the Board of Directors to send to the Financial-Economic and Investor Relations Office the information regarding the respective candidates as provided for in Exhibit D to this Proposal, including the curriculum and the representations relating to criminal and administrative conviction by the Securities Commission - CVM for the last Five (5) years.

However, in case no candidate is designated for election as member of the Board of Directors up to the date of the Annual and Special Shareholders Meeting - AGOE, the shareholders may submit their respective candidates in the course of the AGOE, and such designations shall be accompanied by the documents and information indicated above to be made available to the other attending shareholders.

(b) Fiscal Council

The Company's Management recommends the election of the following candidates for the positions of members of the Fiscal Council of the Company with a term of office up to the date in which the Annual Shareholders Meeting of 2017 shall be held:



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Name Title Joaldir Reynaldo Machado (sitting) Fiscal Council Member

Humberto Macedo Puccinelli (sitting) Fiscal Council Member

Rui Brasil Assis (sitting) Fiscal Council Member

José Alexandre Pereira (sitting) Fiscal Council Member

Tomas Bruginski de Paula (alternate) Fiscal Council Member

José Rubens Gozzo Pereira (alternate) Fiscal Council Member

Enio Marrano Lopes (alternate) Fiscal Council Member

Sandra Maria Giannella (alternate) Fiscal Council Member

(c) General Provisions

The candidates recommended by the Management for the positions of members of the Board of Directors and the Fiscal Council complied with the profile of the candidates provided for in article 22 of the Company’s Bylaws, all of them having professional, technical or administrative skills, experience compatible with the position, moral good standing and unblemished reputation.

The information required by Article 10 of CVM Ruling No. 481/09 on the candidates to members of the Board of Directors and the Fiscal Council are included in Exhibit D to this proposal.



NIRE: 35.3000.1683-1

EXHIBIT D: INFORMATION ON CANDIDATES TO THE POSITIONS OF MEMBER OF THE BOARD OF

DIRECTORS AND FISCAL COUNCIL (ITEMS 12.5 TO 12.10 OF THE REFERENCE FORM) 12.5 Regarding each one of the managers and members of the fiscal council of the issuer, please indicate, in the table format:

12.5(a) Name Francisco Vidal Luna 12.5(b) Date of Birth July 11, 1946 12.5(c) Occupation Economist 12.5(d) Individual Taxpayers Register - CPF 031.950.828-53 12.5(e) Elective Position filed Board of Directors (Sitting Member) 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 12, 2016 12.5(h) Term of Office April 2018 12.5(i) Other positions or functions exercised at the issuer

Member of the Audit Committee

12.5(j) Proposed by the controlling company or not Yes 12.5(k) Independent Member/ criteria used by the Yes



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issuer to determine independence 12.5(l) Number of consecutive terms of office 02 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Mr. Luna is an independent member of the Company’s Board of Directors and member of the Audit Committee since April 2013. He is PhD in Economics from the Economics, Administration and Accounting College of the University of São Paulo (Faculdade de Economia, Administração e Contabilidade da Universidade de São Paulo) and is a retired professor of the same university. In the public sector, he has exercised the position of Secretary of Economics and Planning of the Government of the State of São Paulo, Secretary of Planning of the Municipal Government of São Paulo, Special Secretary for Economic Affairs of the Ministry of Planning, Superintendent of the Planning Institute (IPLAN/IPEA) of the Ministry of Planning, member of the Board of Directors of the National Bank for Economic and Social Development (BNDES) and member of the Advisory Board of the Development Superintendency of the Northeast (SUDENE). In the private sector, he acted as Chief Executive Officer of Banco Inter American Express S.A. Currently, Mr. Luna is a member of the Board of Directors and the Audit Committee of Desenvolve SP, member of the Board of Directors of Gafisa S.A, Chairman of the Board of Directors of IDBRASIL which manages the Soccer Museum and the Portuguese Language Museum, and Afro Brasil Museum, member of the Board of Curators of Padre Anchieta Foundation and member of the Advisory Board of the Medical School Foundation (Fundação Faculdade de Medicina – FFM).

12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties

In the last 5 years, there was no criminal conviction even if not final and unappealable, no sentencing in administrative proceedings of CVM even if not final and unappealable and no final and unappealable judgment at judicial or administrative level which has prevented or disaccredited him from exercising any professional or business activity.



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applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or business activity

12.5(a) Name Jerônimo Antunes 12.5(b) Date of Birth November 18, 1955 12.5(c) Occupation Accountant and Business Administrator

12.5(d) Individual Taxpayers Register - CPF 901.269.398-53 12.5(e) Elective Position filed Board of Directors (Sitting Member) 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 12, 2016 12.5(h) Term of Office April 2018 12.5(i) Other positions or functions exercised at the issuer


12.5(j) Proposed by the controlling company or not Yes 12.5(k) Independent Member/ criteria used by the issuer to determine independence

Yes

12.5(l) Number of consecutive terms of office 04



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12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Mr. Antunes is an independent member of the Board of Directors of the Basic Sanitation Company of the State of São Paulo (Sabesp) and coordinator of the Audit Committee since April 2008. He graduated in Business Administration and Accounting and has a masters degree and PhD in Accounting and Controllership by the University of São Paulo, where he has acted since 1999 as public service professor. He has also been a professor of several MBA courses of the Economics, Administration and Accounting College of the University of São Paulo (FEA-USP) since 1999, of the Financial, Actuarial Science and Accounting Researches Institute Foundation (FIPECAFI) since 2000 and of the Management Institute Foundation (FIA) since 2006, among other institutions. Mr. Antunes acts as independent auditor since 1977, as expert and technical assistant in accounting expert investigations since 2005, and he is the chairman of the Audit Committee of Desenvolve SP since May 2013, Independent Director (alternate) of Petróleo Brasileiro S.A. – Petrobras, Independent Director of Petrobras Distribuidora S.A. and member of the Audit Committee and of the Succession and Remuneration Committee of Petróleo Brasileiro S.A. – Petrobras since July 2015. He was an executive officer of the Financial, Actuarial Science and Accounting Researches Institute Foundation (FIPECAFI), of the Brazilian Concrete Institute (IBRACON) and of the National Finance Executive Association (ANEFAC).

12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or business activity




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12.5(a) Name Reinaldo Guerreiro 12.5(b) Date of Birth February 10, 1953 12.5(c) Occupation Economist

12.5(d) Individual Taxpayers Register - CPF 503.946.658-72 12.5(e) Elective Position filed Board of Directors (Sitting Member) 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 12, 2016 12.5(h) Term of Office April 2018 12.5(i) Other positions or functions exercised at the issuer



Yes

12.5(l) Number of consecutive terms of office 06 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s

Mr. Guerreiro is an independent member of the Board of Directors of the Basic Sanitation Company of the State of São Paulo (Sabesp) and member of the Audit Committee since January 2007. He has a PhD in Accounting and Controllership and has a masters degree in Accounting and Controllership and graduated in Accounting Science from the Economics, Administration and Accounting College of the University of São Paulo (FEA-USP). Mr. Guerreiro is a full professor at FEA-USP, specialized advisor in business economic management,



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shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

researcher of the National Counsel of Technological and Scientific Development (CNPQ), author of several managerial accounting books, and has published several scientific articles in Brazilian and international magazines. Mr. Guerreiro was the Headmaster of FEA-USP and has worked in several projects in the financial management, costs, budgets and information systems areas of several companies such as Banco do Brasil, Caixa Econômica Federal, Previ and for the Government of São Paulo – GESP. Other than Sabesp, the director has not filled the position of manager in publicly-held companies.



12.5(a) Name Benedito Pinto Ferreira Braga Jr 12.5(b) Date of Birth July 15, 1947 12.5(c) Occupation Civil Engineer

12.5(d) Individual Taxpayers Register - CPF 550.602.698-68 12.5(e) Elective Position filed Chairman of the Board of Directors



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12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 12, 2016 12.5(h) Term of Office April 2018 12.5(i) Other positions or functions exercised at the issuer

He does not exercise another position or function at the Issuer


No

12.5(l) Number of consecutive terms of office 01 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Mr. Braga has been the Chairman of the Board of Directors of Sabesp and State Secretary of Sanitation and Water Resources since January 2015. He graduated in Civil Engineering from the Engineering School of São Carlos of the University of São Paulo (USP), he has a masters degree in Hydrology from Stanford University, a masters degree in Hydraulics from the Polytechnic School of USP and a PhD in Hydric Resources from Stanford University. He is a Professor of Environmental and Civil Engineering of the Polytechnic School of USP and develops technical-scientific works in the hydric resources management and planning area focused on the resolution of conflicts with multiple goals. He is also the chairman of the World Water Council (WWC) being in charge of the World Water Forums of the Hague, Kyoto, Mexico and Istanbul, and chairman of the International Forum Committee. Mr. Braga was the chairman of the Intergovernmental Board of the International Hydrologic Program of UNESCO, from 2009 to 2010, he was part of the Collegiate Executive Office of the National Water Agency (ANA) as from its creation in 1999 up to 2009 and was the president of the International Water Resources Association (IWRA) from 1998 to 2000. Other than



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Sabesp, the director has not filled the position of manager in publicly-held companies. 12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or business activity


12.5(a) Name Jerson Kelman 12.5(b) Date of Birth January 17,1948 12.5(c) Occupation Civil Engineer

12.5(d) Individual Taxpayers Register - CPF 155.082.937-87 12.5(e) Elective Position filed (Sitting) Director and Chief Executive Officer 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 12, 2016 12.5(h) Term of Office April 2018 12.5(i) Other positions or functions exercised at the issuer




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No

12.5(l) Number of consecutive terms of office 01 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Mr. Kelman was elected Chief Executive Officer of the Company on January 9, 2015 and was vested on the same date for a term of office up to June 2017. He is a civil engineer specialized in hydraulics from the Engineering School of the Federal University of Rio de Janeiro (UFRJ), he has a Masters Degree in Civil Engineer from Alberto Luiz Coimbra Institute of Engineering Research and Graduate Education (COPPE-UFRJ) and a PhD in Hydrology and Hydric Resources from Colorado State University. Mr. Kelman has also been a professor of Hydric Resources of COPPE-UFRJ since 1974 and was the president of the National Water Agency, General Director of the National Electric Energy Agency, president of Light Group from 2010 to 2012, Intervener at Enersul, member of the National Energetic Policy, Environmental and Hydric Resources Boards, as well as of several panels, whether in Brazil or abroad.

12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented




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or disaccredited from exercising any professional or business activity

FISCAL COUNCIL 12.5(a) Name Joaldir Reynaldo Machado 12.5(b) Date of Birth January 5, 1949 12.5(c) Occupation Economist 12.5(d) Individual Taxpayers Register - CPF 430.403.148-15 12.5(e) Elective Position filed (sitting) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer


12.5(j) Proposed by the controlling company or not YES 12.5(k) Independent Member/ criteria used by the issuer to determine independence

Not applicable




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Economist graduated from the Economics and Administration College of the University of São Paulo (FEA-USP). He has exercised his activities in the public sector of SEADE Foundation (1979-1987), Chief of Staff of the State Environmental Office (1987-1991), Financial Executive Officer – Executive Office of Finance of Sabesp (1991-1992), Executive Office Advisor of EMPLASA (1992-1994), Assessment and Planning Coordinator of the Economics and Planning Office (1998-2003), Chief of Staff of the Economics and Planning Office (2003), Chief of Staff of the Economics and Planning Office (2007-2013), and currently, he is the Chief of Staff of the Sanitation and Hydric Resources Office.



12.5(a) Name Humberto Macedo Puccinelli



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12.5(b) Date of Birth July 23, 1957 12.5(c) Occupation Economist 12.5(d) Individual Taxpayers Register - CPF 022.759.188-76 12.5(e) Elective Position filed (sitting) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer



Not applicable

12.5(l) Number of consecutive terms of office 05 terms of office 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest

Economist, graduated from the Pontifical Catholic University of São Paulo - PUC-SP. He has exercised his activities in the public sector, at the Planning Office (1985-1995), State Health Office in the position of Secretary’s Advisor (1995-1996), State Finance Office (1996-2002), Planning Office in the position of Secretary’s Advisor (2003). Since January 2004 he has been a Technical Expert of the State Treasury. The Fiscal Council Member has not filled the position of manager in publicly-held companies.



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equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies 12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or business activity


12.5(a) Name José Alexandre Pereira de Araújo 12.5(b) Date of Birth January 31, 1972 12.5(c) Occupation Business Manager 12.5(d) Individual Taxpayers Register - CPF 102.435.868-25 12.5(e) Elective Position filed (sitting) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016



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12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer



Not applicable



Manager, specialist in Business Management and Public Management, he was the Government Manager of the State Superintendence of Banco do Brasil – São Paulo; Chief of Staff of the Municipal Management Research and Study Center - Cepam; Chief of Staff of the Management Office of the City of São Paulo; Executive Secretary of the Real Estate Properties Council of the Municipal Government of São Paulo; Chief of Staff of the State Public Management Office of the Government of São Paulo; Director of Poupatempo; Business Management Director of the Official Press of the State Government of São Paulo and currently he is the Assistant Secretary of the Management and Planning Office of the Government of the State of São Paulo.

12.5(n) Description of any of the following events In the last 5 years, there was no criminal conviction even if not final and unappealable, no sentencing in



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which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or business activity

administrative proceedings of CVM even if not final and unappealable and no final and unappealable judgment at judicial or administrative level which has prevented or disaccredited him from exercising any professional or business activity.

12.5(a) Name Rui Brasil Assis 12.5(b) Date of Birth December 24, 1954 12.5(c) Occupation Engineer 12.5(d) Individual Taxpayers Register - CPF 923.245.258-87 12.5(e) Elective Position filed (sitting) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer


12.5(j) Proposed by the controlling company or not YES 12.5(k) Independent Member/ criteria used by the Not applicable



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issuer to determine independence 12.5(l) Number of consecutive terms of office 02 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Civil Engineer graduated from the Engineering School of Lins. He has exercised his activities in the public sector at the Municipal Government of Lins (1980 to 1983), Electric Energy and Water Department (1983 to 1987), Electric Energy and Water Department (1987 to 1999), Civil Works, Sanitation and Hydric Resources Office (1999 to 2003), Sanitation, Hydric Resources and Energy Office (2003 to 2007), Energy and Sanitation Office (2007 to 2010) and Sanitation and Hydric Resources Office (since 2011). He has participated in the Fiscal Council of EMAE (2007 to 2011), the Board of Directors of Pro-Management Association of the Waters of the Water Basin of Paraíba do Sul River (AGEVAP) (2003 to 2006) and the Board of Directors of the Environmental Sanitation Technology Company (CETESB) (1999 to 2007). Deliberative Body of the Alto Tietê Water Basin Agency Foundation (2006 to 2014).

12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or




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business activity

12.5(a) Name Tomas Bruginski de Paula 12.5(b) Date of Birth March 4, 1961 12.5(c) Occupation Economist 12.5(d) Individual Taxpayers Register - CPF 092.553.068-98 12.5(e) Elective Position filed (alternate) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer



Not applicable

12.5(l) Number of consecutive terms of office 10 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s

Background: Economics – masters degree in Economics from the Economics Institute of Unicamp. Professional Experience: Senior Technician (Economics area of the public sector), coordinator of financing and public policy projects – Management Development Foundation (FUNDAP) (1985/2001); Presidency’s Advisor, Project Coordinator of the infrastructure area – Applied Economic Research



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economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Foundation of the Federal District (IPEA-DF) (1995/1998); Executive Secretary’s Advisor – Ministry of Science and Technology (2000/2002); Advisor (in different times) of Economic Committee for Latin America and the Caribbean (CEPAL), United Nations Development Program (PNUD), Brazilian Municipal Management Institute (IBAM), Strategic Studies and Management Center (CGEE), Interactive Distance Education Institute (IEDI), Brazilian School of Public and Business Management of the Getúlio Vargas Foundation (EBAPE-FGV), State Data Analysis System Foundation (SEADE), National Agency of Electric Energy (ANEEL) in the infrastructure and public policy financing areas; Professor of the Economics Department of PUC since 1986; sitting member of the Fiscal Council of CTEEP, of Nossa Caixa Mapfre Vida e Previdência and of CPETUR. Director of Companhia Paulista de Parcerias since 2004 and of Companhia Paulista de Securitização since 2009, both controlled by the State of São Paulo and connected to the Treasury Office. He is a sitting member of the fiscal council of Nossa Caixa Desenvolvimento and member of the Board of Directors of DERSA.

12.5(n) Description of any of the following events which have occurred during the last 5 years: (i) any criminal conviction; (ii) any sentencing in administrative proceedings of CVM and the penalties applied; and (iii) any final and unappealable judgment at judicial or administrative level which has prevented or disaccredited from exercising any professional or




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business activity

12.5(a) Name José Rubens Gozzo Pereira 12.5(b) Date of Birth September 16, 1947 12.5(c) Occupation Economist 12.5(d) Individual Taxpayers Register - CPF 309.106.178-72 12.5(e) Elective Position filed (alternate) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer



Not applicable

12.5(l) Number of consecutive terms of office 06 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position;

Economist under-graduated from Mackenzie University, graduated from Getúlio Vargas Foundation and university extension made in the University of London and Paris. He has exercised his activities in the Public Sector of Electric Energy and Water Department (DAEE) as the person in charge of the Budget and



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and (3) if the company integrates (i) the issuer’s economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

Financing Department; Director of Companhia de Engenharia de Tráfego (CET); in Companhia Energética de São Paulo (CESP) acted in the area of International Cooperation. Since 1989, he is in charge of the Fund Raising Area of the Treasury Office. The Fiscal Council Member has not filled the position of manager in publicly-held companies.





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12.5(a) Name Enio Marrano Lopes 12.5(b) Date of Birth April 16, 1962 12.5(c) Occupation Business Administrator 12.5(d) Individual Taxpayers Register - CPF 021.526.678-16 12.5(e) Elective Position filed (alternate) Fiscal Council Member 12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer



Not applicable

12.5(l) Number of consecutive terms of office 02 12.5(m) Information on (i) main professional experiences during the last 5 years, designating: (1) name and activity sector of the company; (2) position; and (3) if the company integrates (i) the issuer’s

Mr. Lopes is an alternate member of the fiscal council of Sabesp since April 2014. He graduated in Business Administration from Oswaldo Cruz College. Currently, Mr. Lopes is also a member of the Fiscal Council of the Urban and Housing Development Company (CDHU) and Assistant to the Budget Coordinator of the Regional Development and Planning Office of the State of São Paulo. He also acted in



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economic group or (ii) is controlled by the issuer’s shareholder holding a direct or indirect equity interest equal to or above 5% of the same class or kind of security of the issuer; and (ii) designation of all other management positions occupied in other third sector organizations or companies

several positions in the Economics and Planning Office of the State of São Paulo, in SEADE Foundation and in PRODESP and was a member of the Fiscal Council of DERSA, CPTM and CESP.



12.5(a) Name Sandra Maria Giannella 12.5(b) Date of Birth August 3, 1956 12.5(c) Occupation Business Administrator 12.5(d) Individual Taxpayers Register - CPF 901.639.078-20 12.5(e) Elective Position filed (alternate) Fiscal Council Member



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12.5(f) Estimated Date of election April 29, 2016 12.5(g) Estimated Date for investiture May 11, 2016 12.5(h) Term of Office April 2017 12.5(i) Other positions or functions exercised at the issuer



Not applicable



Graduated in Economics from Armando Álvares Penteado Foundation (Faap), in Business Administration by Mackenzie University and specialized in Financial Administration by the Getúlio Vargas Foundation (FGV). She has been a state public servant since 1978 and has filled several leadership positions during her career. Currently, she coordinates the Business Management Advisory of the State of São Paulo and is the Executive Secretary of the Management Committee of the State and City Government of the Municipality of São Paulo (committee in charge of the management of the agreement for provision of sanitation services by Sabesp to the Municipality of São Paulo). Since 1991, Mrs. Giannella has been a member of the fiscal council of several companies controlled by the Government of the State of São Paulo, such as Sabesp, Companhia do Metropolitano de São Paulo (Metrô), Desenvolvimento Rodoviário S/A (Dersa), Companhia Energética de São Paulo (Cesp), Elektro and Companhia Paulista de Parcerias



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(CPP).



12.6. Regarding each one of the persons acting as member of the Board of Directors or of the fiscal council in the last fiscal year, please inform, in the table format, the percentage of attendance in meetings held by the respective body within the same period which has occurred after investiture in the position

MEMBER OF THE BOARD OF DIRECTORS

TOTAL OF MEETINGS HELD BY

THE BOARD OF DIRECTORS SINCE THE INVESTITURE OF THE DIRECTOR

PERCENTAGE OF ATTENDANCE OF THE MEMBER IN THE MEETINGS

HELD AFTER THE INVESTITURE

Benedito Pinto Ferreira Braga Júnior 19 94.7 %

Mauro Guilherme Jardim Arce

02 100%

Jerson Kelman 17 100%

Alberto Goldman 20 95%

Walter Tesch 20 90%

Claudia Polto da Cunha 20 95%

Sidnei Franco da Rocha 20 95%

Francisco Vidal Luna 20 85%

Jerônimo Antunes 20 90%

Reinaldo Guerreiro 20 90%

Luís Eduardo Assis 20 95%

MEMBER OF THE FISCAL COUNCIL

TOTAL OF MEETINGS HELD BY

THE BOARD OF

PERCENTAGE OF ATTENDANCE OF THE MEMBER IN


COMPANHIA ABERTA CNPJ N.º 43.776.517/0001-80

NIRE: 35.3000.1683-1

28

DIRECTORS SINCE THE INVESTITURE OF THE DIRECTOR

THE MEETINGS HELD AFTER THE INVESTITURE

Humberto Macedo Puccinelli 17 100%

Horácio José Ferragino 17 100%

Rui Brasil Assis 17 100%

Joaldir Reynaldo Machado 11 100%

Massao Fábio Oya 11 94,4%

Tomas Bruginski de Paula 0 0%

José Rubens Gozzo Pereira 0 0%

Enio Marrano Lopes 0 0%

Sandra Maria Gianella 0 0%

Maria Elvira Lopes 1 100%

12.7. Provide the information mentioned in item 12.5 regarding the members of the statutory committees, as well as of the audit, risk, financial and remuneration committees, even if such committees or structures are not statutory

12.7(a) Name Francisco Vidal Luna 12.7(b) Date of Birth July 11, 1946 12.7(c) Occupation Economist 12.7(d) Individual Taxpayers Register - CPF 031.950.828-53 12.7(e) Elective Position filed Member of the Audit Committee 12.7(f) Estimated Date of election April 29, 2016 12.7(g) Estimated Date for investiture May 12, 2016 12.7(h) Term of Office April 2018 12.7(i) Other positions or functions exercised at the issuer

Member of the Board of Directors

12.7(j) Elected by the controlling company or not Yes 12.7(k) Independent Member/ criteria used by the issuer to determine independence

Yes


12.7(a) Name Jerônimo Antunes 12.7(b) Date of Birth November 18, 1955 12.7(c) Occupation

Accountant and Business Administrator 12.7(d) Individual Taxpayers Register - CPF 901.269.398-53



NIRE: 35.3000.1683-1

30

12.7(e) Elective Position filed Coordinator of the Audit Committee 12.7(f) Estimated Date of election April 29, 2016 12.7(g) Estimated Date for investiture May 12, 2016 12.7(h) Term of Office April 2018 12.7(i) Other positions or functions exercised at the issuer

Member of the Board of Directors

12.7(j) Elected by the controlling company or not Yes 12.7(k) Independent Member/ criteria used by the issuer to determine independence

Yes


12.7(a) Name Reinaldo Guerreiro 12.7(b) Date of Birth February 10, 1953 12.7(c) Occupation Economist

12.7(d) Individual Taxpayers Register - CPF 503.946.658-72 12.7(e) Elective Position filed Member of the Audit Committee 12.7(f) Estimated Date of election April 29, 2016 12.7(g) Estimated Date for investiture May 12, 2016 12.7(h) Term of Office April 2018 12.7(i) Other positions or functions exercised at the Member of the Board of Directors



NIRE: 35.3000.1683-1

31

issuer 12.7(j) Elected by the controlling company or not Yes 12.7(k) Independent Member/ criteria used by the issuer to determine independence

Yes


12.7(a) Name João Paulo Nocetti Tonello 12.7(b) Date of Birth October 20, 1977 12.7(c) Occupation Engineer 12.7(d) Individual Taxpayers Register - CPF 272.008.398-41 12.7(e) Elective Position filed Member of the Corporate Risk Management Committee 12.7(f) Date of Election June 10, 2015 12.7(g) Date of Investiture June 10, 2015 12.7(h) Term of Office 2 years renewable for an equal period 12.7(i) Other positions or functions exercised at the issuer

Department Manager

12.7(j) Elected by the controlling company or not No 12.7(k) Independent Member/ criteria used by the issuer to determine independence

No



NIRE: 35.3000.1683-1

32


12.7(a) Name Irineu Shiguekazu Yamashiro 12.7(b) Date of Birth April 14, 1955 12.7(c) Occupation Engineer

12.7(d) Individual Taxpayers Register - CPF 003.206.488-85

12.7(e) Elective Position filed Member of the Corporate Risk Management Committee

12.7(f) Date of Election September 2, 2015

12.7(g) Date of Investiture September 2, 2015 12.7(h) Term of Office 2 years renewable for an equal period 12.7(i) Other positions or functions exercised at the issuer

Executive Board’s Advisor


No




NIRE: 35.3000.1683-1

33

12.7(a) Name Celina Yumiko Ozawa 12.7(b) Date of Birth June 9, 1976 12.7(c) Occupation Economist

12.7(d) Individual Taxpayers Register - CPF 177.080.688-19 12.7(e) Elective Position filed Member of the Corporate Risk Management Committee 12.7(f) Date of Election October 14, 2015 12.7(g) Date of Investiture October 14, 2015 12.7(h) Term of Office 2 years renewable for an equal period 12.7(i) Other positions or functions exercised at the issuer



No


12.7(a) Name Marcio Gonçalves de Oliveira 12.7(b) Date of Birth July 15, 1963 12.7(c) Occupation Civil Engineer 12.7(d) Individual Taxpayers Register - CPF 014.545.728-17



NIRE: 35.3000.1683-1

34

12.7(e) Elective Position filed Member of the Corporate Risk Management Committee 12.7(f) Date of Election August 6, 2014 12.7(g) Date of Investiture June 6, 2014 12.7(h) Term of Office 2 years renewable for an equal period 12.7(i) Other positions or functions exercised at the issuer

Superintendent


No


12.7(a) Name Michael Breslin 12.7(b) Date of Birth October 20, 1973 12.7(c) Occupation Data Processing

12.7(d) Individual Taxpayers Register - CPF 249.839.528-88 12.7(e) Elective Position filed Member of the Corporate Risk Management Committee 12.7(f) Date of Election August 6, 2014 12.7(g) Date of Investiture August 6, 2014 12.7(h) Term of Office 2 years renewable for an equal period



NIRE: 35.3000.1683-1

35

12.7(i) Other positions or functions exercised at the issuer



No


12.7(a) Name Silvio Valdrighi 12.7(b) Date of Birth October 23, 1952 12.7(c) Occupation Economist

12.7(d) Individual Taxpayers Register - CPF 521.507.638-34 12.7(e) Elective Position filed Coordinator of the Corporate Risk Management Committee 12.7(f) Date of Election August 6, 2014 12.7(g) Date of Investiture August 6, 2014 12.7(h) Term of Office 2 years renewable for an equal period 12.7(i) Other positions or functions exercised at the issuer

Superintendent

12.7(j) Elected by the controlling company or not No



NIRE: 35.3000.1683-1

36

12.7(k) Independent Member/ criteria used by the issuer to determine independence

No


12.7(a) Name Wady Roberto Bom 12.7(b) Date of Birth July 20, 1956 12.7(c) Occupation Civil Engineer

12.7(d) Individual Taxpayers Register - CPF 010.114.758-98 12.7(e) Elective Position filed Member of the Corporate Risk Management Committee 12.7(f) Date of Election August 6, 2014 12.7(g) Date of Investiture August 6, 2014 12.7(h) Term of Office 2 years renewable for an equal period 12.7(i) Other positions or functions exercised at the issuer



No




NIRE: 35.3000.1683-1

37

12.7(a) Name Jerson Kelman 12.7(b) Date of Birth January 17, 1948 12.7(c) Occupation Economist

12.7(d) Individual Taxpayers Register - CPF 155.082.937-87 12.7(e) Elective Position filed Regulatory Affairs Committee 12.7(f) Date of Election January 9, 2015 12.7(g) Date of Investiture January 9, 2015 12.7(h) Term of Office Indefinite 12.7(i) Other positions or functions exercised at the issuer

Member of the Board of Directors and Chief Executive Officer


No


12.7(a) Name Luiz Paulo de Almeida Neto 12.7(b) Date of Birth May 17, 1956 12.7(c) Occupation Engineer



NIRE: 35.3000.1683-1

38

12.7(d) Individual Taxpayers Register - CPF 018.762.858-00 12.7(e) Elective Position filed Regulatory Affairs Committee 12.7(f) Date of Election June 2, 2011 12.7(g) Date of Investiture June 2, 2011 12.7(h) Term of Office Indefinite 12.7(i) Other positions or functions exercised at the issuer

Regional Systems Director


No


12.7(a) Name Paulo Massato Yoshimoto 12.7(b) Date of Birth October 9, 1952 12.7(c) Occupation Civil Engineer

12.7(d) Individual Taxpayers Register - CPF 898.271.128-72 12.7(e) Elective Position filed Regulatory Affairs Committee 12.7(f) Date of Election June 2, 2011



NIRE: 35.3000.1683-1

39

12.7(g) Date of Investiture June 2, 2011 12.7(h) Term of Office Indefinite 12.7(i) Other positions or functions exercised at the issuer

Metropolitan Director


No


12.7(a) Name Rui de Britto Álvares Affonso 12.7(b) Date of Birth September 18, 1957 12.7(c) Occupation Economist

12.7(d) Individual Taxpayers Register - CPF 013.982.348-42 12.7(e) Elective Position filed Regulatory Affairs Committee 12.7(f) Date of Election June 2, 2011 12.7(g) Date of Investiture June 2, 2011 12.7(h) Term of Office Indefinite 12.7(i) Other positions or functions exercised at the issuer

Financial-Economic and Investors Relations Officer



NIRE: 35.3000.1683-1

40


No




NIRE: 35.3000.1683-1

41

12.8. Regarding each one of the persons which acted as member of the statutory committees, as well as of the audit, risk, financial and remuneration committees, even if such committees or structures are not statutory, please inform, in the table format, the percentage of attendance in meetings held by the respective body within the same period which has occurred after investiture in the position.

AUDIT COMMITTEE

TOTAL OF MEETINGS

HELD BY THE RESPECTIVE BODY SINCE

THE INVESTITURE

OF THE MEMBER

% OF ATTENDANCE OF THE MEMBER IN THE MEETINGS


Jerônimo Antunes 24 100%

Francisco Vidal Luna 24 91.7%

Reinaldo Guerreiro 24 95.8%

CORPORATE RISK MANAGEMENT COMMITTEE

TOTAL OF MEETINGS

HELD BY THE RESPECTIVE BODY SINCE

THE INVESTITURE

OF THE MEMBER

% OF ATTENDANCE OF THE MEMBER IN THE MEETINGS


Celina Yumiko Ozawa 4 100% Fernando Lourenço de Oliveira 4 100% Irineu Shighekazu Yamashiro 6 100% João Paulo Nocetti Tonello 7 85.71%

José Geraldo Portugal Junior 6 66.66% Marcio Gonçalves de Oliveira 10 60%

Michael Breslin 10 80% Silvio Valdrighi 10 100%



NIRE: 35.3000.1683-1

42

Wady Roberto Bom 10 100%

Regulatory Affairs Committee

In the fiscal year of 2015, no meetings of the Regulatory Affairs Committee were held in view of focusing the efforts of the Executive Board and the other employees of the Company for mitigation of the effects of the hydric crisis which affected the State of São Paulo.

12.9. Please inform the existence of marriage, cohabitation or kinship up to the second degree between:

a. managers of the issuer b. (i) managers of the issuer and (ii) managers of direct or indirect

controlled companies of the issuer

c. (i) managers of the issuer or of its direct or indirect controlled companies and (ii) direct or indirect controlling companies of the issuer d. (i) managers of the issuer and (ii) managers of direct or indirect controlling companies of the issuer

There are no marriages, cohabitations or kinship up to the 2nd degree between: a) managers of the Company; b) managers of the Company and managers of direct or indirect controlled companies of the Company; c) managers of the Company or of its direct or indirect controlled companies and direct or indirect controlling companies of the Company; and d) managers of the Company and managers of the direct or indirect controlling companies of the Company.

12.10. Please inform on subordinate relationships, provision of services or control maintained in the last 3 fiscal years between managers of the issuer and:

a. company controlled, whether directly or indirectly, by the issuer, except for those in which the issuer directly or indirectly holds the totality of the share capital

b. direct or indirect controlling company of the issuer



NIRE: 35.3000.1683-1

43

c. if relevant, supplier, client, debtor or creditor of the issuer, of its controlled company or controlling companies or controlled companies of any of such persons

There are no subordinate relationships, provision of services or control maintained in the last 3 fiscal years between managers of the Company and: a) company controlled, whether directly or indirectly, by the Company; b) direct or indirect controlling company of the Company; and c) supplier, client, debtor or creditor of the Company, of its controlled company or controlling companies or controlled companies of any of such persons.

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