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Election of the Members of the Board of Directors and Fiscal Council

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Election of the Members of the Board of Directors and Fiscal Council 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 Chairman of the Board of Directors Junior 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: 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 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. 2 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 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 Member of the Audit Committee issuer 12.5(j) Proposed by the controlling company or not Yes 12.5(k) Independent Member/ criteria used by the Yes 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 issuer to determine independence 12.5(l) Number of consecutive terms of office 02 12.5(m) Information on (i) main professional Mr. Luna is an independent member of the Company’s Board of Directors and member of the Audit experiences during the last 5 years, designating: (1) Committee since April 2013. He is PhD in Economics from the Economics, Administration and Accounting College of the University name and activity sector of the company; (2) position; of São Paulo (Faculdade de Economia, Administração e Contabilidade da Universidade de São Paulo) and (3) if the company integrates (i) the issuer’s and is a retired professor of the same university. In the public sector, he has exercised the position of economic group or (ii) is controlled by the issuer’s Secretary of Economics and Planning of the Government of the State of São Paulo, Secretary of Planning shareholder holding a direct or indirect equity interest of the Municipal Government of São Paulo, Special Secretary for Economic Affairs of the Ministry of Planning, Superintendent of the Planning Institute equal to or above 5% of the same class or kind of (IPLAN/IPEA) of the Ministry of Planning, member of the Board of Directors of the National Bank for security of the issuer; and (ii) designation of all other Economic and Social Development (BNDES) and member of the Advisory Board of the Development management positions occupied in other third sector Superintendency of the Northeast (SUDENE). In the private sector, he acted as Chief Executive Officer of organizations or companies 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 In the last 5 years, there was no criminal conviction even if not final and unappealable, no sentencing in which have occurred during the last 5 years: (i) any administrative proceedings of CVM even if not final and unappealable and no final and unappealable criminal conviction; (ii) any sentencing in judgment at judicial or administrative level which has prevented or disaccredited him from exercising any administrative proceedings of CVM and the penalties professional or business activity. 4 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 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 Member of the Audit Committee issuer 12.5(j) Proposed by the controlling company or not Yes 12.5(k) Independent Member/ criteria used by the Yes issuer to determine independence 12.5(l) Number of consecutive terms of office 04 5 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 12.5(m) Information on (i) main professional Mr. Antunes is an independent member of the Board of Directors of the Basic Sanitation Company of the experiences during the last 5 years, designating: (1) 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 name and activity sector of the company; (2) position; Controllership by the University of São Paulo, where he has acted since 1999 as public service professor. and (3) if the company integrates (i) the issuer’s He has also been a professor of several MBA courses of the Economics, Administration and Accounting economic group or (ii) is controlled by the issuer’s College of the University of São Paulo (FEA-USP) since 1999, of the Financial, Actuarial Science and shareholder holding a direct or indirect equity interest Accounting Researches Institute Foundation (FIPECAFI) since 2000 and of the Management Institute equal to or above 5% of the same class or kind of Foundation (FIA) since 2006, among other institutions. Mr. Antunes acts as independent auditor since security of the issuer; and (ii) designation of all other 1977, as expert and technical assistant in accounting expert investigations since 2005, and he is the management positions occupied in other third sector 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.
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