CEAL’S ACQUISITIONJANUARY , 2019

2

Disclaimer

This presentation may contain forward-looking statements, which are subject to risks and uncertainties, as they were based on the expectations of Company’s management and on available information. These prospects include statements concerning the Company’s current intensions or expectations for our clients.

Forward-looking statements refer to future events which may or may not occur. Our future financial situation,operating results, market share and competitive positioning may differ substantially from those expressed orsuggested by said forward-looking statements. Many factors and values that can establish these results areOctside Company’s control or expectation. The reader/investor is prevented not to completely rely on theinformation above.

The words “believe", “can", “predict", “estimate", “continue", “anticipate", “intend", “forecast" and similar words,are intended to identify estimates. Such estimates refer only to the date in which they were expressed, thereforethe Company has no obligation to update said statements.

This presentation does not consist of offering, invitation or request of subscription offer or purchase of anymarketable securities. And, this statement or any other information herein, does not consist of a contract base orcommitment of any kind.

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AL

PIMA

PA

Overview CEAL

Equatorial’s growth in distribution segment

1Total of the Concession Financial Asset and Intangible Asset in Sept/18 for Celpa, Cemar and Cepisa (Current) and Ceal.

AL

1.157 m Consumers

47,788 Km Grid Extension

3,546 GWh Volume

25% Total Losses

R$ 340 m Regulatory Opex

SUDENE’sarea

Proxy RAB (R$ ‘000)1 Consumers (‘000) Volume (GWh)

6.207 7.364

1.157

Current Ceal Including Ceal

18.18321.729

3.546

Current Ceal Including Ceal

9.051

977

10.028

Current CEAL Including Ceal

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Acquisition Conditions

Auction Bid Parameters Flexibilization1

Regulatory Opex (Ref. Auction, 2017) R$ 352 m R$ 322 m2

Non-Techinical Losses (over LV market) 27.18% 21.95%

RGR “Designada” (may/18) R$ 599 m 0%

Equity Eletrobras R$ 45,000

Minimum Equity Increase R$ 546 million

Bidding Documents Conditions:

Aquisition of 89.94% in CEAL’s share capital.

Eletrobras has the right to convert debt into equity up to 30% stake in CEAL, within 6 months.

Equatorial should acquire the unsubscribed capital from the 10% stake the employees and

pensioners from CEAL are entitled to.

Equatorial should pay to Eletrobrás 50% of the fixed assets that were in progress by the time of

the privatization appraisal and that are approved by ANEEL as RAB in the Tariff Review.

1 Minimum discount required

2 After the Tariff Adjustment of 2018, around R$ 340 m

AL

PIMA

PA

5

Debt Sept/18 – Before the capital increase

Other Liabilities Sept/18 (R$ ‘000)

Future Capital Increase 188,825

Total 188,825

Net Debt Sept/18 (R$ ‘000)

Gross Debt + Future Capital Increase 2,370,929

(-) Regulatory Assets and Liabilities 729,029

(-) Cash Position 51,158

(-) Other Investments 5,889

Net Debt 1,584,853

(-) RGR ¹ (up to R$400 m) 400,000

Adjusted Net Debt - Proforma 1,184,853

Loans and Financings Sept/18 (R$ ‘000)

RGR 638,197

RGR “designada” 618,349

RGR 19,848

Others 1,543,907

Gross Debt 2,182,104

¹ According to Ordinance 510/2018 from MME

6

2,771

152 66 53

340 322

318 312

26

593

383

5% 2% 2%14%

13%

13% 15%

35%

Total Debt Short Term 2019 2020 2021 2022 2023 2024 After 2024

Debt RGR "designada" RGR (up to R$ 400m) Future Capital Increase

Debt profile after renegociations

Equatorial estimation of Debt maturity profile after renegociations, Future Capital Increase Converted in Debt and RGR R$ 400 m

Debt profile – R$ ‘000

¹ Renegociated Contracts as for approved by Eletrobras’ Board 249/2018 with extension ofmaturity to 2024, and 2 years of grace period

Debt after renegotiations Cost Adm fee Debt Maturity Position in Sept/2018

RGR 5% 1.0% 2023 19,848

RGR "designada" 5% N/A 2048 618,348

FINEL 6.5% 2.0% 2018 79

RO- SELIC SELIC 0.5% 2024 278,020

RO - CDI¹ 124.75% CDI 0.5% 2024 1,260,855

STN Libor + 1.0125% N/A 2024 1,904

IBM CDI + 0.18% N/A 2020 3,049

Total 2,182,103

Future Capital Increase 124.75% CDI 0.5% 2024 188,825

RGR (up to R$ 400m) 5% N/A 2048 400,000

Total including Future Capital Increase and RGR R$ 400m 2,770,928

Should be paid by Tariff Increase

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Contingencies and delayed payments

1 Energy debts estimated by Equatorial with Eletrobras Group, Usage and Connection CCEE and taxes2 Registered in Contingencies in Sept/18, however negociated since mar/18

Contingency and Delayed Payments Position in Sept/18 (R$ m)

Parcel A1 200.000

Taxes financed 38.891

PRT 5.654

SEFAZ- ICMS 33.237

Plano Bresser2 208.000

Total 446.891

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Municipalities (2015) 102 224 144 217

Population (2017) 3,358,963 3,218,485 8,366,628 7,000,229

% pop. around the capital city 34% 31% 26% 20%

State Area (km²) 27,800 251,500 1,248,000 331,983

Population by km² 120 12.7 6.6 20.8

% da pop. In rural areas (2015) 28.30% 32.90% 31.60% 40.40%

GDP per Capita (R$ / hab) 13,803 12,187 15,821 11,285

Income per household (R$ / mês) 658 750 708 575

IDH 0.631 0.646 0.646 0.639

Grid Extension (2016) 47,788 91,765 153,284 123,650

Consumers ('000, 2017) 1,157 1,227 2,442 2,358

Volume Sold (GWh) 3,546 3,281 8,736 6,166

Position in Complexity Ranking - ANEEL 7th 9th 1st 4th

Level of Complexity - ANEEL 0.266 0.257 0.503 0.315

Concession Figures

CEAL

9

412.116

186.084

Bolsa.Família UC´s Bx.Renda

Residential39%

Free + Usage11%

Other19%

Rural5%

Commercial18%

Industrial8%

CEAL

Market Breakdown and Low Income

Potential consumers entitled to Low Income Subsidy is material.

Social effect potentially relevant, reducing theaverage expenditure for the Low Income consumer.

Low Income (‘000)

Consumption Breakdown

CEMAR CELPA CEPISA CEAL

Volume (GWh, 2017) 6,197 8,767 3,601 3,546

Total Consumers ('000) 2.434 2.596 1.263 1.157

Resid. Consumers ('000) 2.178 2.227 1.111 1.065

Total Market (monthly) 516 731 300 295

Residential (monthly) 265 318 140 116

Total Average Cons 212.2 281.41 237.61 255.3

Resid. Average Cons. 121.65 142.58 126.08 108.6

Low Income Consumers

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Ceal: A New Growth Story

Consolidated Management Model

• Meritocracy;

• Adoption of the best practices from Equatorial;

• Focus on People – training and development of the teams and suppliers.

Dedication to the Client

• Improvement in the quality indicators;

• Investments to foster economic and social development of the State;

• Improvement and modernization of the service channels;

• Energy efficiency measures to promote the rationalization of the consumption.

Main Value Drivers

• Energy Losses and Deliquency Reduction;

• Improvement in the productivity (opex and capex optimization);

• Growth in number of consumers and per capita consumption.

Capital Structure Optimization

• Equatorial’s financial soundness;

• Debt structure management and own capital at the DisCo;

• Capex funding at the same cost than Equatorial.

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Workforce

CEMAR reached the 22nd position

in the national Great Place to Work

2017 ranking

CELPA reached the 38th position in

the national Great Place to Work

2017 ranking.

Total Workforce (People)

+109%

4,146

8,689

1,183

Celpa 2011 Celpa 2017 Ceal 2017

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3,5463,845

489

470

692 232

Atual Estimado

Cativo+Livre Técnicas Não-Técnicas

Volumes and Energy Losses

Average

25.0% 15.4%Reaching Cemar’s levels

65% of losses reduction is added to the market

2017, captive+free

Reaching Cemar’s level of losses, could add up to 298 GWhto the Market.

Potential tariff reduction due to the expectation of the reduction in energy losses.

Market, Losses and Potential Growth

Market Growth (% p.a.)

CEAL Equivalent Cemar

4.50%

5.63%

0.77%

6.91%

5.15%

12.69%

8.81%

4.59%

-0.34% -1.37%

3.73%

6.13%

4.64%

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Avg. 07-14 Avg. 07-17

Current Estimated

Captive+Free Technical Non-Technical

13

371

44

26

62

19

Rec. Irrec.

Rem.Cap

CAIMI

Depreciação

PMSO Reg

OPEX and Parcel B

Opex / Consumers (R$, 2017)Parcel B (R$m, Tariff Review 2018, includinngflexibilization)1

170

300

147

CEMAR CEAL (2018) COELCE

51%43%

4th 9th 10th

ANEEL Complexity Ranking

521.93

CEMAR CELPA CEAL

Volume (GWh, 2017) 6,197 8,767 3,546

Consumers ('000) 2,434 2,596 1,157

Residential Consumers ('000)

2,178 2,227 1,065

¹ Aproximated amount without the T Component of the X Factor.

² According to the Ceal’s Concession Contract, the PDA are calculated in Parcel A.

Considering theminimum discount, the value drops to

R$ 340 m, as ofMay/2019

Reg. Bad Debt

Depreciation

Reg. OPEX

Reg. EBIT

Annuities

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Regulatory Asset Base

*Ceal 2017: average of the valaution published by Eletrobras

Ratio Total Assets/Consumers and Depreciation / Total Assets suggest underinvestment in the recent years.

Underinvested assets suggest that there are growth opportunities within the Company and restrained volumes.Possibility of Extraordinary Tariff Review as of 2020 and opportunity of review, including, the 2013 RAB.

Total Assets / Consumers (R$) Depreciation / Total Assets (%)

R$ m Ceal.2013 Cemar.2013 Ceal.2017* Cemar.2017

Total Assets 1,698 5,442 2,211 7,808

Gross RAB 1,086 3,309 1,326 4,922

Net RAB 444 2,069 712 3,310

Consumers 952,855 2,066.455 1,157,413 2,374,387

1,782 1,910

2,633

3,288

2013 2017

Ceal Cemar

52.49%49.69%

39.20% 37.13%

2013 2017

Ceal Cemar

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Quality Fostering Economic Growth

The regulatoryparameter for CEAL is

similar to currentlevels presented by

CEMAR, a concessionmore complex in

terms of operation.

FEC - Frequency

DEC - Duration

16.04

22.82

20.7

16.8215.7

10.88 11.01

8.957.51 7.14

 2013  2014  2015  2016  2017

FEC Real - CEAL FEC Real - CEMAR FER Reg - CEAL

30.73

36.32

29.56

21.45 20.7518.85

1715.28 14.22 13.28

 2013  2014  2015  2016  2017

DEC Real - CEAL DEC Real - CEMAR DER Reg - CEAL

Quality ExcellenceANEEL’s Quality Ranking

2o 9o

Cemar Celpa

Actual FEC - CEAL Actual FEC - CEMAR Reg. FEC - CEAL

Actual DEC - CEAL Actual DEC - CEMAR Reg. DEC - CEAL

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A Look back at 2018

ConstructionLicenses

TransmissionLines

Start ofConstruction Works

SPVs 1, 2, 7 e 8

Long Term FundingSigned

R$ 2.3 bn TransmissionR$ 2.6 bn Distribution

Tax BenefitsSUDAM – Celpa, SPVs 7 e 8

SUDENE- Cemar, Cepisa, Intesa e others SPVs

AcquisitionsCepisa

CealIntesa (49%)

Achievements in 2018

Distribution

↑ 50%consumers

= 10% share in

distribution

= R$ 10 bn of Net

RAB

Transmission

63% Long Term

Funding Signed

Start ofConstruction Works

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