CPFL Energia : Minutes of the 367th Meeting of the Board of Directors

CPFL ENERGIA S.A.

Company Registry (NIRE): 35.300.186.133

Corporate Taxpayer ID (CNPJ/MF): 02.429.144/0001-93

MINUTES OF THE 367th MEETING OF THE BOARD OF DIRECTORS

HELD ON MARCH 26th, 2019

1.DATE, TIME AND PLACE: At 9 a.m., on March 26th, 2019, in the headquarters of the Company, located at Rodovia Engenheiro Miguel Noel Nascentes Burnier, nº.1755, Km 2.5, in the City of Campinas, State of São Paulo.

2.CALL NOTICE: The meeting was called pursuant to Paragraph 2nd, Article 17 of the Bylaws of CPFL Energia.

3.ATTENDANCE: All the members of the Board of Directors ("Board"), pursuant to

Paragraph 1st, Article 17 of the Bylaw. Also attending the Meeting for items (xv) to (xxii), were Mr. Ricardo Florence and Ms. Lisa Gabbai, of the Fiscal Council, Mr. Antonio Fabio and Mr. Marcio Santos, of KPMG Independent Auditors and the CFO of the Company, Mr. YueHui Pan.

4.PRESIDING BOARD: Chairman - Bo Wen and Secretary - Gustavo Sablewski.

5.MATTERS DISCUSSED AND DELIBERATIONS TAKEN BY UNANIMOUS VOTE:

The reading of the Agenda was waived, as all those present were aware of its contents. The directors also resolved that these minutes will be drawn up in summary form, with the right to submit opinions and dissensions, which will be filed at the headquarters of the Company, and the publication of these minutes without the signatures of the directors and the suppression of strategic and/or confidential information was approved.

After discussing and examining the items on the Agenda, the Directors, by unanimous vote of those present, resolved:

(i)To take cognizance of the managerial highlights and material facts occurred since the last Ordinary Meeting of the Board of Directors until the date of this meeting, as reported by the Chief Executive Officer.

(ii)To approve the appointment of members by the Chief Executive Officer of CPFL Energia S.A. ("CPFL Energia" or "Company") to be elected to the Board of Directors, Fiscal Council and Board of Executive Officers, as applicable, of the subsidiaries of CPFL Energia and to recommend the favorable vote to its representatives on the Shareholders'/Partners' Meetings and Board of

Directors of the subsidiaries listed below, in order to execute the referred election, according to the abovementioned indications on the following controlled companies: CPFL Energias

Renováveis S.A. ("CPFL Renováveis"), Campos Novos Energia S.A. ("ENERCAN"), Energética Barra Grande S.A. ("BAESA"), Companhia Energética Rio das Antas ("CERAN"), Chapecoense Geração S.A. ("Chapecoense"), Foz do Chapecó Energia S.A. ("Foz do Chapecó"), Centrais Elétricas da Paraíba ("EPASA") and Investco S.A. ("INVESTCO").

(iii)To take cognizance of the nomination of members to the Board of Directors and the Fiscal Council of CPFL Energia and to submit the proposals to the Annual Shareholders' Meeting of the Company.

(iv)To submit to a voting at the Annual Shareholders' Meeting of CPFL Energia the proposal for overall compensation of the Company's Management and Fiscal Council members for the period from May 2019 to April 2020, as previously examined by the Human Resources Management Committee, which recommended its submission to the Board of Directors, as follows: (a) remuneration of the Company's Management in the amount of up to thirty-tree million, seven hundred thousand, one hundred and sixty-three reais and eleven cents (R$ 33,700,163.11), being thirty-three million, fifty-four thousand, three hundred and ninety-six reais and ninety-five cents (R$ 33,054,396.95) as fixed and variable compensation of the Board of Executive Officers, including benefits and charges, and six hundred and forty-five thousand, seven-hundred and sixty-six reais and sixteen cents (R$ 645,766.16) as fixed compensation of the Board of Directors;

(b) gross remuneration of the Fiscal Council in the amount of up to three-hundred and thirty-seven thousand, one-hundred and ninety-one reais and eighty-nine cents (R$ 337,191.89).

(v)To recommend that the representatives of CPFL Energia in the General Shareholders' Meetings and/or Partners' Meetings of its subsidiaries and associates vote for approving the overall compensation of their Board of Directors, Board of Executive Officers and Fiscal Council, as applicable, for the period from May 2019 to April 2020, in accordance with the proposal that is filed in the Company's headquarters and that have been previously examined and recommended by the Human Resources Management Committee.

(vi)To recommend, in terms of Resolutions n° 2019045-C and nº 2019072-C,the favorable vote to its representatives in the Shareholders' Meeting of CPFL Renováveis :

(a)to approve the Bylaw's amendment in its articles, paragraphs and items described below: article 1, in its sole paragraph, to update the stock exchange nomenclature; article 2, in its first paragraph, to include the expression "capital stock"; article 5, to reflect the capital stock increase, considering the stock purchase options' exercise; article 9 to adjust the text regarding annual meetings; article 10, in its sole paragraph, to exclude the stock initial public offering; article 15, in the caput, to adjust the text, and its second paragraph, which was suppressed, since there is no current shareholders agreement, therefore the first paragraph will become the sole paragraph; article 16, caput, to express the number of effective members of the Board of Directors, as well as the possibility of electing alternate members, except for independent board members, and the second paragraph to adjust the Law's article number; article 17 and its first paragraph, to clarify the procedures in case of vacancy in the Board of Directors that results in a number smaller than the minimum of seven (7) members, as foreseen in the Bylaws; article 19 to increase the number of Executive Officers' positions, including the Deputy Financial Executive Officer position and to include an item "d" in this article to describe the position's duties, renumbering the remaining items; article 46, to establish the potential execution of a shareholders agreement, although there is no agreement prevailing at this moment; article 47 to exclude the shareholders agreement mention, whereas there is no current shareholders agreement, as well as to express that the threshold values have been updated to the year 2019, considering that the abovementioned articles, paragraphs and items shall become effective with the following wording:

"Article 1, Sole Paragraph. With the admission of the Company in the special listing segment called Novo Mercado, of B3 S.A. - Brazil, Stock Market, Balcony ("B3"), the Company, its shareholders, Managers and members of the Audit Committee, are subject to the provisions of the Listing Rules of the Novo Mercado of B3 ("Novo Mercado Ruling").";

"Article 2. Paragraph 1. The Company may carry out its activities, directly or indirectly, through investments in investees; securities or other rights convertible into capital stock, or even through private equity funds.";

"Article 5. The Company's subscribed and paid-in stock capital is three billion, three hundred and ninety-eight million, forty-eight thousand, forty-nine reais and sixteen cents (R$ 3,398,048,049.16), divided into five hundred and three million, eight hundred and eleven thousand, four hundred and eighty -nine (503,811,489) book -entry common shares, with no par value.";

"Article 9. The Shareholders' Meeting shall be held within the four (4) first months following the end of each fiscal year, i.e., until April 30 of each year, according to the law in order to (…)";

"Article 10. Sole Paragraph. (a) resolve on the entry, registration and listing of the Company's shares on any stock exchanges or OTC markets.";

"Article 15. The members of the Board of Directors and Executive Board shall assume their respective positions by signing the instrument of investiture drawn up in proper books within thirty

(30)days after the election and after signing the Consent of the Management Members referred to in the Novo Mercado Listing Regulation, in compliance with applicable legal requirements, and shall remain in office until the investiture of new Directors and Executive Officers elected. Sole Paragraph. The Directors and Executive Officers of the Company must adhere to the Disclosure Policy of Relevant Act or Event and the Trading Policy of Securities Issued by the Company upon signature of such documents.";

"Article 16. The Board of Directors shall be composed of at least seven and no more than thirteen effective members and for each effective member there will be one alternate member, elected for a term of office of one year, and it is allowed the reelection and removal from the position at any time by the Ordinary Shareholders' Meeting. There is no alternate member for the effective(s) independent(s) position(s). Paragraph 1. The members of the Board of Directors shall be at least twenty percent (20%) of Independent Directors, as defined in the Novo Mercado Listing Regulation and expressly identified in the minutes of the Shareholders' Meeting electing such members, and shall also be considered Independent Directors due to the qualification provided for in Paragraphs 4 and 5, Article 141, of the Brazilian Corporate Law.";

"Article 17. In case the vacancy of member(s) of the Board of Directors is in such a way that the number of members is less than the number established in these Bylaws, a Shareholders Meeting shall be called in no more than thirty (30) days to elect the new member(s) and fulfill the vacancy(ies). The term of the board members elected under these conditions will be terminated together with the terms of the other board members.

Paragraph 1. In case of vacancy(ies) in the Board of Directors, the vacancy(ies) shall be temporarily filled by the Board itself with the appointment, by the majority of its members, to the vacant(s) position(s) of one (or more) of the elected alternate board members and the term of

those appointed members will be until the Shareholders Meeting to deliberate about the vacancy(ies) fulfillment, to be called in thirty (30) days, under main article 17 above.";

"Article 19. The Executive Board shall be composed of up to eight members, namely (i) one Chief Executive Officer (CEO); (ii) one Deputy Chief Executive Officer; (iii) one Chief Financial (CFO) and Investor Relations Officer; (iv) one Deputy Chief Financial Officer; (v) one Operation and Maintenance Officer; (vi) one Engineering and Construction Officer; (vi) one New Business Officer; and (viii) one Institutional Relations Officer. Sole Paragraph. It is incumbent upon the: (d) Company's Deputy Chief Financial Officer: to assist the Chief Financial and Investor Relations Officer and replace him/her in his/her temporary absence; to conduct and lead the financial management of the Company, including the analysis of investments and the definition of the limits of risk exposure, recommend and undertake loans and financial operations, treasury operations, financial and tax planning and control and management of activities pertaining to the Company's accounting, strengthening the financial management and risk control, optimizing the capital structure to enhance competitiveness and creating value to the Company.

"Article 46. The Company shall observe any eventual Shareholders Agreements, filed at its headquarters, regarding restrictions to circulation of shares, preference to acquire them, the exercise of voting right, or the Power of Control, in General Meetings and Board of Directors' Meetings, complying with it and requesting that: (i) the depository financial institution note them on the deposit account statement provided to shareholder; and (ii) the Chairman of a meeting of Board of Directors, or the executive board of a General Meeting, as the case may be, refuses the validity of any vote pronounced against its provisions."

"Article 47. The monetary amounts referred to in Article 18 are corrected at the beginning of each fiscal year, based on the variation of the General Market Price Index of Fundação Getúlio Vargas for the previous year; in the absence of such index, by any other index published by Fundação Getúlio Vargas that reflects the loss of the purchasing power of the domestic currency in the period. The amounts established in Article 18 hereof were adjusted on January 1st, 2019."

(b)to approve the Bylaws' renumbering and the adjustment of cross-references, according to all its amendments to the articles, paragraphs and items identified above as well as the alteration of terms, expressions and nomenclatures, to obtain a lighter text understanding, without any significant alteration in the document's provisions.

(c)to take cognizance of the thresholds' update, based in the "IGP-M" index (Índice Geral de Preços do Mercado da Fundação Getúlio Vargas), according to the Bylaws' article 47, considering that the article 18, items "m", "o", "p" and "v" shall be read as follows: (m) resolving on the acquisition of any fixed asset in an amount equal to or higher than fifty million, eight hundred and twenty-ninethousand reais (R$ 50,829,000.00) and on the disposal or lien of any fixed assets in an amount equal to or higher than three million, seven hundred and eighty-threethousand reais (R$ 3,783,000.00) by the Company or its subsidiaries. (o) previously and expressly authorize the execution of agreements by the Company with shareholders or persons controlled by them or their affiliated or associated, directly or indirectly, of more than twelve million, seven hundred and forty-sixthousand reais (R$12,746,000.00); (p) previously and expressly approve the execution of agreements, by itself or by its subsidiaries of any type of global amount above fifty million, eight hundred and twenty-ninethousand reais (R$50,829,000.00), even if it relates to expenses provided in the annual budget or five-yearbusiness plan; (v) to consider and vote on the constitution of any form of guarantee that does not involve fixed assets in an amount equal to or greater than fifty million, eight hundred and twenty-ninethousand reais (R$50,829,000.00), in businesses related to the interests and activities of the Company and/or any of its direct or indirect

subsidiaries; and the constitution of any form of guarantee involving fixed assets in an amount equal to or greater than three million, seven hundred and eighty-three thousand reais (R$3,783,000.00), in businesses related to the interests and activities of the Company and/or any of its direct or indirect subsidiaries.

(vii)To submit, in terms of Resolution n° 2019050-E,to the Extraordinary Shareholders'

Meeting of the Company the proposal of changes in CPFL Energia's Bylaws to be made in the following articles, paragraphs and items: (I) change the wording in article 3, in order to update the address of the Company's headquarters; (II) change items (i), (k), (m), (n) and (s) of article 17, in order to update the threshold amounts, as provided in article 39 of the Bylaws, as was acknowledged by the 364th Board of Directors' Meeting, held on January 31st, 2019 ("364th BoD"); (III) change item (e) of article 21, in order to update the threshold amounts, as acknowledged by 364th BoD, and to adjust the item number; (IV) adjust the wording and number of item (i) of article 21; (V) exclusion of item (i.1) of article 21; (VI) change items (i.2), (i.3) and (i.4) of article 21 to update the threshold amounts, as provided in article 39 of the Bylaws, as acknowledged by 364th BoD, and to adjust the items' numbers; (VII) change the wording in article 22, in order to change the quorum for the Board of Executive Officers' resolutions; (VIII) adjust the wording in item (d) of paragraph 2 of article 27, considering the decision to extinguish the Reserve for Adjustment of the Concession Financial Assets made in the Annual and Extraordinary General Shareholders meeting, held on April, 27th, 2018; (IX) adjustment in article 39 to indicate that the threshold amounts have been updated for the year of 2019; (X) adjustment of the cross references included in item (c) of the sole paragraph in article 9; in items (j) and (ab) of article 17; and in paragraph 3 of article 26; (XI) adjust the numbers of items (d), (f), (g) and (h) of article 21; and (XII) adjust all definitions of all provisions in the Bylaws and the cross references in the articles contained therein as a result of the changes proposed above, considering that the articles, paragraphs and items shall become effective with the following wording:

"Article 3 - The Company has its head office and jurisdiction in the city of Campinas, State of São Paulo, at Rua Jorge Figueiredo Corrêa, nº 1.632, parte, Jardim Professora Tarcília, CEP 13087- 397, and may open, change the address and close branches, offices agencies, or other facilities in any places of Brazil, by decision of the Board of Executive Officers, or abroad by decision of the Board of Directors.";

"Article 9 - (c) the appointment of a specialized firm to determine the economic value of the Company shares, in the event of a public offering as contemplated under Chapter VII of these Bylaws, based on a list of three selected firms provided by the Board of Directors;";

"Article 17 - (j) define a triple nomination list of institutions or firms specialized in economic valuation of companies to prepare the report on the valuation of the Company's shares, in the cases of tender offers for the delisting of the Company or for withdrawal of the Company from the Novo Mercado, as provided in the Chapter VII of these Bylaws;";

"Article 17 - (ab) determine the method of liquidation and appoint the liquidator, in the cases of dissolution of the Company provided by Law, pursuant to Article 36 herein;";

"Article 21 - (c) To approve the opening, change of address and dissolution of branches, offices, agencies or other facilities in any part of the Country, as provided in Article 3 herein; (d) To recommend to the Board of Directors (i) the acquisition of any fixed asset in an amount equal to or higher fifty million, eight-hundred and twenty-nine reais (R$ 50,829,000.00) and the disposal or lien of any fixed asset in an amount equal to or higher than three million, seven hundred and eighty-three thousand reais (R$ 3,783,000.00); (ii) the establishment of any type of guarantee not