Associação Brasileira dos Produtores Independentes de Energia Elétrica

CORPORATE BYLAWS - APINE

CHAPTER I

NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM

Article 1 - The ASSOCIAÇÃO BRASILEIRA DOS PRODUTORES INDEPENDENTES DE ENERGIA ELÉTRICA - APINE, also named simply APINE, is a private legal entity with a non-profit purpose, constituted by independent power producers and companies interested in the independent power prodution and shall be governed by these Bylaws ("Bylaws").

Article 2 – APINE has its head office and domicile in the city of Brasilia, Distrito Federal, Brazil.

Paragraph 1 - APINE may open or close representations wherever justified by the development of its activity, upon formal decision by the Board of Directors.

Paragraph 2 - APINE, with the objective of getting to know and relate to local markets, may foster the formation of regional associations, composed by its associates with specific interests in the scope of performances of such associations.

Article 3 – APINE is incorporated for an unlimited period of time.

Article 4 – APINE has the following basic objects:

a) promoting the defense of interests of the electric power generation segment, specially concerning the independent producers and similar generators, arguing in favor of expanding its market range and preserving its rentability;

b) promoting the union of independent electric power producers and of companies interested in the independent production of electric power, representing its associates before public powers, including the Judiciary, national and international bodies and institutions, defending their rights, interests and aspirations;

c) cooperating with public powers, national and international bodies and institutions as a technic and consultive body in the study and solution of problems related to activities carried out by its associates, in the preservation of open competition on supply and the preservation of the economic order of the electric power market.

Sole paragraph - To attaining such purposes, APINE is incumbent of, non-exhaustively:

I. accompanying the processes of interest of its associates before Ministries and other federal administration bodies, as well as accompanying the processing of proposals, bills of law and provisional measures of interest of its associates in the National Congress;

II. accompanying the studies on the planning for the expansion of interconnected and isolated electric systems, mainly on those concerning the electric power market and the generation works program;

III. representing the interest of associates in negotiations aiming at identifying the potential electric power market that could be served by independent electric power producers;

IV. legaly representing its associates, either actively, in legal suits of interest of APINE, after formal approval by the Board of Directors, as well as passively, in case associates are sued individually or in co-parties.

V. periodically organizing conferences, workshops, symposiums, courses and meetings among associates to debate problems of commom interest and the annual meeting of associates with their guests;

VI. organizing an information system, periodically issuing an information notes bulletin and/or magazine to be distributed among the associates;

VII. maintaining a specialized documentation center;

VIII. providing support services to the associates concerning technical, commercial, economic, financial, legal and institutional matters;

IX. promoting, carrying out or managing studies, researches and development of technologies, producing and dissemination of technical and scientific knowledge of interest to the power sector;

X. promoting, performing or managing studies related to culture, social responsibility, environmental preservation, sustainable economic and social development and power efficiency of interest to the power sector;

XI. to set partnerships, agreements and contracts aiming at the achievement of its goals;

XII. performing any and all other activities pertaining to its objects.

CHAPTER II

MEMBERS

Article 5 – The following are considered APINE associates: independent power production companies (PIEs), other companies interested in independent production of power that require membership or other concerned parties that may be invited under approval of the Board of Directors and a pledge to follow their social obligations.

Paragraph 1 – The admission of members shall be previously submitted Apine Board of Directors.

Paragraph 2 - The associates that submit a written request for disconnection and those that are asked to unjoin APINE for not complying with their obligations under these Bylaws and Internal Regulations shall not be considered APINE associates, respecting the commitments made.

Paragraph 3 - The associates shall comply with the obligations under these Bylaws and Apine's Internal Regulations, including, but not limited to, paying the periodic and/or extraordinary contributions described on Article 8 of these Bylaws.

Paragraph 4 - Exceptionally and temporarily other bodies may join APINE as "invited associates", under aproval of the General Assembly, which shall also define the respective conditions for them to be considered associates.

Paragraph 5 - Regardless the provisions of Paragraph 2, the Board of Directos may, in consensus, propose to the Assembly the termination of an associate's membership.

Article 6 - APINE shall be composed by two modalities of association, from which the associates shall opt when joining the Association:

a) Associates under "Modality 1", named "M1", shall pay a contribution corresponding to a third of the amount to be payed by associates under "Modality 2", observing the provisions of the Sole paragraph in this Article.

b) Associates under "Modality 2", named "M2", shall compulsorily be generation agents which own power plants in operation or that have concession or authorization to build power plants or which participate as joint owners of generation undertakings and shall pay a contribution corresponding to three times the amount to be payed by associates under "Modality 1", observing the provisions of the Sole paragraph in this Article.

Sole paragraph - May the sum of contributions due by the associates under "Modality M2" be inferior to 66.67% of the sum of contributions due by both modalities of associates, the ones under "Modality M2" shall opt, under agreement among them, to raise the amount of its contributions, with consequent reduction of the contribution of associates under "Modality M1", so that the sum of contributions of associates "Modality M2" represent 66.67% of the sum of contributions of both modalities.

Article 7 - APINE associates shall not respond, not as subsidiary neither jointly, for the obligations assumed by the Association.

CHAPTER III

EQUITY

Article 8 - The equity of the Association shall be constituted by:

a) initial allocation of the founding associates;

b) regular and extraordinary contributions of associates;

c) donations, grants and bequests;

d) revenue from equity investments;

e) income from services rendered; and

f) other sources of income provided by associates of APINE or third parties, subject to aproval of its Board of Directors, in this case.

Article 9 - APINE shall invest its equity and resources in the development of activities necessary for the acomplishment of its objects, and the positive results shall be brought to the budgetary account of the association.

CHAPTER III

ASSOCIATION BODIES

Article 10 - The bodies of APINE, each with their specific tasks within the Association are:

a) the Board of Directors;

b) the Executive Board; and

c) the Fiscal Council.

Article 11 - The members of the Board of Directors and of the Fiscal Council of APINE and their respective alternates shall serve in their activities without employment and without payment.

Article 12 - The Chairman of the Board of Directors, unlike the provisions of Article 11, shall be entitled to remuneration fixed by the Board of Directors.

Section I

BOARD OF DIRECTORS

Article 13 - The Board of Directors, higher administrative body at APINE, shall be composed of 11 (eleven) members, to be elected by the General Assembly.

Paragraph 1 - The Board of Directors shall act by a decision of the absolute majority of the directors, as set forth below:

I. the decision taken by the majority can be vetoed in whole or in part for at least 5 (five) directors, in contrary to the basic principles of operation of APINE, described in Article 4 hereof;

II. the veto may be dropped if at least 6 (six) members of the Board of Directors consider that it is not based on the basic principles of operation of APINE, described in Article 4 hereof.

Paragraph 2 - members of the Board of Directors and their respective alternates shall be elected by the General Assembly of APINE, by majority of vote of members present, according to Article 29 hereof. Each modality of associate shall elect a number of Board of Directors members proportional to the amount that represents the total of contributions corresponding to its respective modality, rounding the results up if the decimal is greater than or equal to 0.5 and down if lower than 0.5. The members of the Board of DIrectors shall be removed at any time, by resolution of the majority of the associate members under the modality that elected them, gathered in General Assembly.

Paragraph 3 - The Chairman of the Board of Directors shall be elected by the General Assembly of APINE, for indeterminate term of office, by majority of vote of members present, according to Article 29, and shall be removed at any time, by resolution of the General Assembly.

Paragraph 4 - At discretion of the Board of Directors, former members of the Board for over twenty-four consecutive months may be invited to participate in its meetings as consultants, without the right to vote.

Paragraph 5 - The consultants, as referred to in paragraph 4, shall not be paid neither have their expenses reimbursed by the Association as such. They may have, at the discretion of the Board of Directors, the right of access to documents and works of interest of the Association, as well as to participate in events programmed by APINE, including the annual meeting of the associates with their guests.

Paragraph 6 - Each candidate to be a member of the Board of Directors shall nominate his respective alternate, to be elected simultaneously to the members of the Board. The alternate shall carry out the full member functions in their temporary and permanent impairments.

Article 14 - The term of office of Board of Directors members shall be of 2 (two) years, and they may be re-elected, except as provided in the third paragraph of Article 13 hereof.

Article 15 - The Chairman of the Board of Directors shall be hired under exclusive dedication, being designated as the twelfth Board member, without voting rights.

Paragraph 1 - The remuneration of the Chairman of the Board of Directors shall be fixed by the General Assembly, being the Board of Directors responsible for aproving the employment contract, which shall be signed with APINE, represented by the Chief Executive Officer.

Paragraph 2 - The exercise of any other professional activity non related to the Association shall be previously approved by consensus of the Board of Directors.

Paragraph 3 - The Board of Directors shall elect, from among its members, a Vice Chairman to replace the Chairman in his impediments, without pay.

Article 16 - The Board of Directors shall:

a) set APINE objectives and policies;

b) establish the basic guidelines for organization and administration of APINE, which should be contained in the Internal regulations;

c) approve the Internal Regulations and its modifications;

d) decide on the extension of the basic objectives of APINE, subitting such resolution to the General Assembly, according to Article 37;

e) appoint and dismiss the Chief Executive Officer of APINE;

f) consider and vote on the amendments hereof, subject to the provisions of Article 37;

g) decide by March of each year on the report of activities, accountability and the overall balance of APINE for the previous year;

h) decide by December of each year on the APINE annual budget for the following year;

i) to approve the changes necessary for the implementation of APINE annual budget;

j) approve and amend the internal regulations of APINE bodies and services;

k) decide on the opening and closing of representations according to the first paragraph of Article 2;

l) decide on the admission of new members.

Sole paragraph - the members of the Board of Directors, except its Chairman, do not have general or personnel management responsibilities at APINE, nor powers of representation before third parties, including judicial or extrajudicial, given that its jurisdiction is limited to cases provided in the subparagraphs of Article 16.

Article 17 - The Chairman of the Board of Directors shall:

a) convene and preside the meetings of the Board of Directors and the General Assembly;

b) sign the Chief Executive Officer employment contract;

c) forward to the General Assembly the proposals of the Board of Directors, including, but not limited to, the proposal of expansion of the basic objectives of APINE and amendments to its Bylaws;

d) institutionally represent APINE;

e) guide the work of the Chief Executive Officer;

f) perform other activities determined by the Bylaws and Internal Regulations and those delegated by the Board of Directors;

g) act according to the directives and guidelines of the Board of Directors;

h) engage, together with the Chief Executive Officer, the general management, including the personal management, as well as representing the association before third parties, including judicially or extrajudicially, as provided in Articles 18 and 21.

Section II

THE EXECUTIVE BOARD

Article 18 - The Executive Board shall be composed of one full member, nominated by the Board of Directors and appointed as Chief Executive Officer, who may be dismissed at any time by resolution of the Board of Directors.

Paragraph 1 - The Chief Executive Officer shall be paid under the terms of the contract and according to the provisions of the financial budget of the year in effect, approved by the Board of Directors and the General Assembly.

Paragraph 2 - The engaging of the Chief Executive Officer in any other professional activity apart from the Association shall be previously approved by consensus of the Board of Directors.

Article 19 - The term of office of the Chief Executive Officer shall be indeterminate, according to Article 18.

Sole paragraph - The term of office of the Chief Executive Officer shall be under a specific dedication agreement signed with APINE, represented by the Chairman of the Board of Directors.

Article 20 - The Executive Board shall:

a) plan, organize, guide, represent, coordinate and control APINE technic and administrative activities;

b) annually prepare and and present to the Board of Directors and to the Fiscal Council, by the end of the first quarter, the report of APINE activities and the balance concerning the previous year;

c) annually prepare and present to the Board of Directors, by December of each year, proposals for goals, plan of action and the financial budget for the following year;

d) perform and monitor the implementation of APINE financial budget;

e) perform, authorize and supervise APINE equity investments;

f) perform other activities determined by the Bylaws and Internal Regulations delegated by the Board of Directors;

g) act according to the guidelines and orientation of the Board of Directors;

h) comply with all fiscal, tax, labor, environmental, administrative, pension or civil obligations that may be of resposibility of APINE, by virtue of its object and performance.

Article 21 - APINE shall be represented before third parties, including judicially and extrajudicially, by its Chief Executive Officer, together with the Chairman of the Board of Directors, subject to the provisions of Articles 22 and 17 subparagraph "h".

Article 22 - The Chief Executive Officer shall not be personally liable for the obligations entered into on behalf of APINE due to regular management act.

Section III

FISCAL COUNCIL

Article 23 - The Fiscal Council shall consist of five regular members and one alternate, all outside the Board of Directors, and representatives of the members, with a 2 year term of office, elected by the General Assembly, not employed by APINE and without pay.

Paragraph 1 - The Chairman of the Fiscal Council and his alternate shall be chosen by the General Assembly.

Paragraph 2 - In case of absence, temporary impedment, resignation or loss of office of any of the members, they shall be replaced by the alternate.

Paragraph 3 - The Chairman of the Fiscal Council shall participate of the Board of Directors meetings, with no voting rights.

Article 24 - The Fiscal Council shall:

a) review the monthly financial statements and the annual statement of accounts presented by the Chief Executive Officer, delivering his opinion;

b) give an opinion on the proposed budget for each fiscal year;

c) give an opinion on the financial position of the Association.

CHAPTER 5

GENERAL ASSEMBLY

Article 25 - The General Assembly is the sovereign body of APINE, consisting of its members, and shall resolve on all matters of common interest of the members.

Article 26 - The General Assembly shall meet ordinarily in the first quarter of each year and shall deliberate on the matters provided in Article 16, subparagraph "g” and by December of each year the subparagraph “h” of these Bylaws.

Article 27 – The General Assembly shall meet extraordinarily in other cases and manner provided in these Bylaws and whenver corporate interests so require.

Article 28 – The General Assembly shall be presided by the Chairman or Vice Chairman of the Board of Directors, with the Chief Executive Officer as secretary.

Article 29 – General Assembly decisions shall be taken by means of identified and qualified vote, each associated entitled to the number of votes proportional to the value of its contribution.

Article 30 – The General Assembly shall be convened by the Chairman of the Board of Directors, via mail, containing the agenda, besides the place, date and time of the meeting.

Paragraph 1 – The convening of the General Assembly shall be made within 10 (ten) days in advance, at least, taking into account the shipment of the mail or electronic mail.

Paragraph 2 – The General Assembly shall be held on first call, with the presence of associates representing at least half of the votes of the total of associates.

Paragraph 3 – If the Assembly is not conducted in first call, the meeting shall be convened on second call, thirty minutes after the time schedule for the first call, with any number of associates.

Paragraph 4 – The General Assembly shall also be convened by associates, provided they are represented by one fifth of the total of votes of associates.

Paragraph 5 – The Assembly shall only deliberate on matters provided by in the sole paragraph of Article 31, in second call, when present the associates that represent at least one third of the votes of associates.

Article 31 – The deliberations in the General Assembly shall be taken by majority vote of associates present, according to Article 29 of these Bylaws.

Sole paragraph – The deliberations concerning the dismissal of a member of the Board of Directors or of the Fiscal Council or yet the Chairman of the Board of Directors or of the Fiscal Council, as well as alterations of these Bylaws shall be taken with the agreement of at least two thirds of associates present in the Assembly specially convened for this purpose.

Article 32 – The associates shall attend the General Assembly by their legal representatives or represented by proxy, being required the proof of the powers of representation and power of attorney, containing specific powers for the representation of the associate in the General Assembly.

Sole paragraph – In order to exercise their right to vote at the General Assembly, the associates shall be up to date with their social obligations

CHAPTER 6

ASSOCIATES RIGHTS AND DUTIES

Article 33 – The associates are entitled to:

a) voting and being voted for;

b) participating and deliberating on whatever matters taking into the General Assembly, as provided in these bylaws;

c) requiring the call for Extraordinary General Assemblies, under conditions provided in these bylaws;

d) verifying the Association accounts and documents;

e) proposing to the Board of Directors the execution of any action or service of interest of the associates;

f) receiving the publications, studies, reports and other documents made available according to the Association general regulations;

g) participating in meetings, seminars, gatherings, workshops and any other events arranged by the Association;

h) attending the Association headquarters;

i) requesting their membership exclusion.

Article 34 – The associates shall:

a) Comply with the Association Bylaws and Internal Regulations, as well as with actions and dispositions of the General Assembly and the Board of Directors;

b) Be present at General Assemblies and at meetings to which they are convened;

c) Perform tasks for which they are responsible, within their social obligations;

d) Promptly pay the periodic and extraordinary contributions that may be agreed upon, arising from extraordinary expenses or investments. The late payment shall result in the incidence of a 2% (two percent) fine and 1% (one percent) interest per month, pro rata tempore, on the amount due.

Sole paragraph – In addition to the penalties set forth in the letter “d” of Article 34, the associates with delay of more than 3 (three) months in payment of any contribution, wether periodic or extraordinary, shall be considered in default and subject to administrative and, if necessary, judicial collection except as provided in paragraph 2 of Article 5 hereof.

CHAPTER 7

GENERAL DISPOSITIONS

Article 35 – The fiscal year shall end on Deceber 31 of each year.

Sole paragraph – At the end of the year, the Executive Board shall arrange for the preparation of the financial statements.

Article 36 – In case of dissolution of APINE, its assets shall be allocated as determined by the General Assembly in which the dissolution is resolved.

Article 37 – The amendment of these Bylaws shall require that:

a) the reform be resolved by the General Assembly, subject to the provisions of Articles 30 and 31 hereof;

b) it does not conflict with the purposes for which APINE was established.

Article 38 – The purchase or sale of company assets is exclusive responsibility of the Chief Executive Officer, except for the real estate, which alienation must be previously authorized by the Extraordinary General Meeting, expressly convened for this purpose.

(Bylaws approved at the General Assembly held in Brasília-DF, on December 10, 2013)