1          DATE, TIME AND PLACE: At 8:00 p.m, on June 12^th, 2019, at the Santander Headquarters, located at Avenida Presidente Juscelino Kubistchek, 2235 – 27th floor, Vila Olímpia, in the city of São Paulo, state of São Paulo.

2          CALL NOTICE: The meeting was called pursuant to Paragraph 3^rd, Article 17 of the Bylaws of CPFL Energia.

3          ATTENDENCE: All the members of the Board of Directors (“Board”), pursuant to Paragraph 7^th, Article 17 of the Bylaws. 

4          PRESIDING BOARD: Chairman - Bo Wen and Secretary - Valter Matta.

5.         MATTERS DISCUSSED AND RESOLUTIONS TAKEN BY UNANIMOUS VOTE:

The reading of the Agenda was waived, as all those present were aware of its content. 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 approve the issuance price of twenty-seven Reais and fifty cents (R$ 27.50) per Share under the Offering (“Price per Share”). The Price per Share was fixed exclusively based on the collection of investment intentions (“Bookbuilding”) carried out, in Brazil, under the coordination of Banco Itaú BBA S.A., Banco Santander (Brasil) S.A, Banco Bradesco BBI S.A., Banco BTG Pactual S.A. and Banco Morgan Stanley S.A., with professional investors, as set forth in article 9-A of CVM Instruction No. 539, of November 13, 2013, as amended, resident and domiciled or headquartered in Brazil (“Professional Investors”) and, abroad, with Itau BBA USA Securities, Inc., Santander Investment Securities Inc., Bradesco Securities Inc., Banco BTG Pactual S.A. – Cayman Branch and Morgan Stanley & Co. LLC, together with certain foreign investors, (jointly with the Professional Investors, the “Institutional Investors”). The Price per Share was calculated based on the manifestations of interest according to the quality and quantity of demand (by volume and price) collected from Institutional Investors during the Bookbuilding. The choice of the criterion for setting the Price per Share is justified by the fact that the Price per Share was set after the Bookbuilding Procedure, and there will be no unjustified dilution of the current shareholders of the Company, pursuant to article 170, paragraph 1, Item III of the Brazilian Corporate Law.

(ii) To approve the increase in the Company's capital, within the limit of its authorized capital, in the amount of three billion, two-hundred and twelve million, four-hundred and seventy thousand, nine-hundred and sixty-five Reais (R$ 3,212,470,965.00), which will change from R$ 5,741,284,174.75 (five billion, seven hundred and forty one million, two hundred and eighty four thousand, one hundred and seventy four Reais and seventy five cents) to eight-billion, nine-hundred fifty-three million, seven-hundred fifty-five thousand, one-hundred and thirty-nine Reais and seventy-five cents (R$ 8,953,755,139.75), through the issuance of 116,817,126 (one hundred sixteen million, eight hundred seventeen thousand and one hundred twenty-six) new common shares, each in the amount of R$ 27.50 (twenty seven reais and fifty cents), all registered, book-entry and without par value (“Common Shares”), which are object of the Offering (“Shares of the Offering”), increasing the Company's capital from 1,017,914,746 (one billion, seventeen million, nine hundred and fourteen thousand, seven hundred and forty six) common shares to 1,134,731,872 (one billion, one hundred thirty-four million, seven hundred thirty-one thousand and eight-hundred and seventy-two) common shares, excluding the preemptive right of the Company’s current shareholders, pursuant to Article 172, item I, of the Law No. 6,404, as of December 15, 1976, and Article 5, paragraph 2^nd of the Company’s bylaws. There was no issuance of Additional Shares in the Offering. In accordance with Article 5-B of CVM Instruction 476, the amount of the Shares of the Offering may be increased by the Overallotment Shares in up to fifteen percent (15%) of the total Shares of the Offering, that is, up to 17,522,568 Common Shares (“Overallotment Shares”), in accordance with the option to be granted to the Stabilizing Agent (as defined in the minutes of the Board of Directors Meeting of the Company dated May 29, 2019), under the terms of the Underwriting Agreement, to be used exclusively to implement the share price stabilization activities (“Greenshoe Option”). The Stabilizing Agent, through the Brokerage Firm (as defined in the minutes of the Board of Directors Meeting of the Company dated May 29, 2019), shall have the exclusive right, as of the date of execution of the Underwriting Agreement, including, and for a period up to thirty (30) days as of the date of the beginning of trading of the Shares of the Offering in B3, to exercise the Greenshoe Option, fully or partially, in one or more times, after notifying the other Underwriters, provided that the decision to overallot the Shares is agreed among the Stabilizing Agent and the other Underwriters when determining the Price Per Share.

(iii) To approve the Board of Directors’ verification of the subscription of 116,817,126 (one hundred sixteen million, eight hundred seventeen thousand and one hundred twenty-six) Shares and the resulting approval of the Company's capital increase, due to the resolutions taken in items (i) and (ii) above, in the amount of three billion, two-hundred and twelve million, four-hundred and seventy thousand, nine-hundred and sixty-five Reais (R$ 3,212,470,965.00), through the issuance of 116,817,126 (one hundred sixteen million, eight hundred seventeen thousand and one hundred twenty-six) new common shares, all registered, book-entry and without par value.

(iv) To approve that the Shares should be subscribed and paid-up promptly on the date of settlement of the Offering, in national currency, in immediately available resources, and should grant to their holders the same rights, privileges and restrictions conferred onto the holders of common shares issued by the Company, in accordance with its bylaws and the applicable laws, from the date of the effective payment for the Shares.

(v) To approve the acts that the Company’s Board of Executive Officers has performed up to this date, solely and exclusively, for purposes of carrying out  the Offering and to authorize the Company’s Board of Executive Officers to take all measures and perform all acts to implement the resolutions approved in this meeting, including, but not limited to representing the Company before the CVM, B3, ANBIMA - Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais, the New York Stock Exchange and the Securities and Exchange Commission, as they may be necessary, and to perform, or cause to be performed, any acts and/or to negotiate, approve and execute any agreements, communications, notifications, certificates, documents or instruments deemed necessary or appropriate to carry out the Offering.