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Page 1: Institutional Presentation 1Q11

1

InstitutionalJuly, 2011

Page 2: Institutional Presentation 1Q11

2

AES Brasil Group

• Presence in Brazil since 1997

• Comprised of seven companies in the sectors of energy generation, distribution, trade and telecommunications

• 7.6 thousand AES Brasil People

• Investments 1998-2010: R$ 6.9 billion

• Good corporate governance practices

• Sustainable practices in businesses

• Safety as a main value

• Strong cash generation capacity

• 25% of minimum pay-out according to bylaws

• Differentiated practice of dividend distribution since 2006:

– AES Tietê: 100% of net income on quarterly basis

– AES Eletropaulo: 100%* of net income on semi-annually basis

* 95% of net income until the end of 2010

Page 3: Institutional Presentation 1Q11

3

AES Brasil widely recognized in 2009-2010

Environmental concern

Management excellence

Quality and safety

(AES Eletropaulo) (AES Sul) (AES Eletropaulo) (AES Eletropaulo)

(AES Tietê) (AES Eletropaulo) (AES Tietê) (AES Tietê)

(AES Brasil) (AES Tietê)

(AES Eletropaulo)

Page 4: Institutional Presentation 1Q11

4

AESInfoenergy

AESUruguaiana

AESCom Rio¹

AESEletropaulo

AESTietê

AES EletropauloTelecom¹AES Sul

AES Corp BNDES

C = Common SharesP = Preferred Shares

T = Total

Shareholding Structure

C 99.99 %T 99.99 %

C 99.99%T 99.99%

C 76.45%P 7.38%T 34.87%

Cia. Brasiliana de Energia

C 50.00% - 1 shareP 100%T 53.85%

C 50.00% + 1 shareP 0.00%T 46.15%

C 71.35%P 32.34%T 52.55%

C 98.25%T 98.25%T 99.70%

C 99.00%T 99.00%

1 – AES Atimus

Page 5: Institutional Presentation 1Q11

5

24.2% 28.3% 39.5% 8.0%

8.5%56.2%19.2%16.1%

Others2Free Float

Listed Companies Shareholding Composition

1 – parent companies, AES Corp and BNDES, have equal voting capital on the Companies: 38.2% on AES Eletropaulo and 35.7% on AES Tietê2 – includes Federal Government and Eletrobrás shares in AES Eletropaulo and AES Tietê, respectively

¹ ¹

Page 6: Institutional Presentation 1Q11

6CEMIG AES BRASIL NEOENERGIA CPFL TRACTEBEL COPEL EDP LIGHT DUKE CESP

2.3 2.2

1.81.6

1.21.0

0.6 0.6

0.20.1

AES Brasil is the second largest group in electric sectorEbitda1 – 2010 (R$ Billion)

Net Income1 – 2010 (R$ Billion)

1 – excluding Eletrobrás Source: Companies’ financial reports

CEMIG AES BRASIL CPFL NEOENERGIA TRACTEBEL CESP EDP LIGHT COPEL DUKE

4.54.2

3.43.0 2.6

2.0 1.6 1.6 1.5

0.6

Page 7: Institutional Presentation 1Q11

7

AES TIETÊ 2% DUKE

2%TRACTEBEL

6%

COPEL4%

PETROBRÁS 5%

CEMIG6%

ITAIPU 6%

CESP 7%

ELETRONORTE 8%

FURNAS 8%

CHESF9%

Others36%

Source: ANEEL (Regulator) – BIG (May, 2011)

AES Tietê is the 2nd largest among private

generation companies and 10th largest overall

10 largest gencos correspond to 64% of the total

installed capacity

There are three mega hydropower plants under

construction in the North region of Brazil with 18 GW

in installed capacity

– Santo Antonio and Jirau (Madeira River): 7 GW

– Belo Monte (Xingu River): 11 GW

Generation Installed Capacity (MW) - 2011Privately held companies

Total Installed Capacity: 114 GW

AES Tietê is an important player among private energy generators

Page 8: Institutional Presentation 1Q11

8

AES Brasil is the largest distribution group in Brazil

Consumption (GWh) - 2010

Consumers – Dec/2010

• 64 discos in Brazil distributing 419 TWh

• AES Brasil is the largest electricity distribution group in Brazil:

– AES Eletropaulo: 43 TWh distributed,

representing 10.3% of the Brazilian

market

– AES Sul: 9 TWh distributed,

representing 2.2% of the Brazilian

market

There is a limited opportunity for competition in Brazil as discos are restricted to operate within their concession areas

13%

12%

10%

7%6%6%

6%

40%

12%

12%

12%

16%7%7%

5%

30%

AAES Brasil

CPFL Energia

Cemig

Neo Energia

Copel

Light

EDP

Outros

Page 9: Institutional Presentation 1Q11
Page 10: Institutional Presentation 1Q11

10

AES Tietê Overview

16 hydroelectric plants within the states of São Paulo and

Minas Gerais

30-year concession valid until 2029; renewable for another

30 years

Installed capacity of 2,657 MW, with physical guarantee1 of

1,280 MW

All amount of energy that AES Tietê can sell in the long

term is contracted to AES Eletropaulo until the end of 2015

As a pure energy generator, AES Tietê can only invest in

its core business

328 employees

Concession Area

1 - Amount of energy allowed to be long term contracted

Page 11: Institutional Presentation 1Q11

11

Hydro: 70%

SHPP: 4%Natural gas: 7%

Biomass: 5%

Oil: 5%

Nuclear: 2%Coal: 2%Diesel: 1%Wind: 4%Steam: 0%

Others: 14%

Total installed capacity is expected to reach 167 GW by 2019

Brazilian energy matrix is not expected to materially change over the next 10 years

1 - Small Hydro Power Plant * Source: EPE (Energetic Research Company, May/2010)

Annual Growth: 4.5% p.a.

Energy sector in Brazil:supply perspectives

Installed Energy Capacity in Brazil

Hydro: 74%

SHPP: 4%

Natural gas: 8%

Biomass: 5%

Oil: 3%

Nuclear: 2%

Coal: 1%Diesel: 1%Wind: 1%Steam: 1%

Others: 9%

2019: 167 GW2010: 112 GW*

1

1

Page 12: Institutional Presentation 1Q11

12

Distribution CompaniesTrading

Companies

Distribution Companies

Free Clients

Auctions

Energy sector in Brazil:contracting environment

Regulated Market Free Market

Spot Market PPAs1

1 – Power Purchase Agreement

• Main auctions (reverse auctions):

– New Energy (A-5): Delivery in 5 years, 15-

30 years regulated PPA1

– New Energy (A-3): Delivery in 3 years, 15-

30 years regulated PPA

– Existing Energy (A-1): Delivery in 1 year,

5-15 years PPA

Trading Companies

Free Clients

Page 13: Institutional Presentation 1Q11

13

118%

130%125%

143%

136%

2008 2009 2010 1Q10 1Q11

1,512 1,665 1,5991,979

1,612

Energy Generation (MW average1) Billed Energy (GWh)

Billed energy growth due to high availability and bilateral contracts

1- Generated energy divided by the amount of hours 2-Leap year 3- Energy Reallocation Mechanism

AES Eletropaulo MRE Spot market Other bilateral contracts3

2008 2009 2010 1Q10 1Q11

11,138 11,108 11,108

3,015 2,526

1,680 2,331 1,980

566 587

331 1,150 1,340

643 424

117 301

52 108

13,148 14,706 14,729

4,276 3,645

Generation / Physical GuaranteeGeneration - MWAvg

2

Page 14: Institutional Presentation 1Q11

14

Investments1 (R$ million) 2011 Investments

2

Investments in the modernization of Nova Avanhandava, Ibitinga and Caconde

power plants

Investments New SHPPs

1 - Do not include capitalization of interests during plants modernization and development of projects2 - Small Hydro Power Plants

2009 2010 2011 (e) 1Q10 1Q11

4370

152

730

13

12

6

1

4

57

82

158

8

35

89%

6%5%

Equipment and Modernization

New SHPPs

IT projects

Page 15: Institutional Presentation 1Q11

15

Plant localization (Canas/SP)

• Expected Timetable- May 26, 2011: Public hearing- July/11: Expectation of issuance of environmental license

(expected)- 2nd half of 2011: Power auction (A-5) realization (expected)

Expansion of 550 MW of installed capacitythrough the Termo SP Project

• Project features

- Combined cycle using natural gas- 2 gas turbines, 2 heat recovery boilers and 1 steam turbine- Estimated investment of R$ 1.1 billion- Natural gas consumption: 2.5 million m3/day- Supply of gas pipeline: Campos Basin, Santos Basin or Bolivia

• Project objectives- Expansion of installed capacity in the State of São Paulo- Offering competitively energy prices

Project Website: www.aestiete.com.br/termosaopaulo

SP

RJ Water Intake

Water Pipeline

Cana

s Riv

er

Dutra Highway

Transmissio

n Line

200 m

GasPipeline

3.0 K

m

Termo São Paulo

Canas

Paraíba do Sul River

7.5 Km

SP

RJ Water Intake

Water Pipeline

Cana

s Riv

er

Dutra Highway

Transmissio

n Line

200 m

GasPipeline

3.0 K

m

Termo São Paulo

Canas

Paraíba do Sul River

7.5 Km

Page 16: Institutional Presentation 1Q11

16

(54)2008 2009 2010 1Q10 1Q11

1,605 1,670 1,754

460 416

Ebitda (R$ million)Net Revenue (R$ million)

Financial highlights*

(*) 2009 and 2010 numbers in IFRS

CAGR: 5% CAGR: 3%

78% 75% 75% 82% 81%

2008 2009 2010 1T10 1T11

1,309 1,311

9 1,254 1,255 1,320

378 338

Recurring Non-recurring Margin Ebitda

Page 17: Institutional Presentation 1Q11

17

Net Income and Dividend Pay-out1 (R$ million)

1 – Gross amount (*) 2009 and 2010 numbers in IFRS

Practice of 100% pay-outon quarterly basis*

2008 2009 1Q10 1Q112010

(74)(36)

(78)

100%

110%117%

12.0%11.0% 11.0%

0 , 0 %

2 , 0 %

4 , 0 %

6 , 0 %

8 , 0 %

1 0 , 0 %

1 2 , 0 %

1 4 , 0 %

1 6 , 0 %

0%

20%

40%

60%

80%

100%

120%

816 778

192

37

28 19

692 706

737

239 193

Recurring Non-recurring IFRS EffectPay-out Yield Pref

Page 18: Institutional Presentation 1Q11

18

0.3x 0.3x 0.3x 0.3x 0.4x

2008 2009 2010 1Q10 1Q11

0.4 0.4 0.4 0.4 0.5

Debt profile

Net Debt (R$ billion) Amortization Schedule – Principal (R$ million)

• March, 2011:– Average debt cost in 1Q11 was 114% of CDI1 p.a. or 14% p.a.– Average debt maturity of 3.1 years– Net debt: R$ 0.5 billion– Net debt/EBITDA: 0.4x

1 – Brazilian Interbank Interest Rate

Net debt / EBITDANet debt

2013 2014 2015

300 300 300

Page 19: Institutional Presentation 1Q11

19

80

90

100

110

120

Dec-10 Jan-11 Feb-11 Mar-11

Capital Markets

1 – Index: 12/31/2010 = 100

AES Tietê X Ibovespa X IEE Daily Avg. Volume (R$ thousand)

• Common shares and preferred shares listed on BM&FBOVESPA under the tickers GETI3 and GETI4

• ADRs at US OTC Market under the tickers AESAY and AESYY

+3%-1%

+10%

1Q111

2008 2009 2010 1Q11

5,468 8,086 9,683 9,979 2,692

2,101 4,239 3,274 8,160 10,187 13,922 13,253

Preferred Common

Page 20: Institutional Presentation 1Q11
Page 21: Institutional Presentation 1Q11

21

AES Eletropaulo Overview

Largest electricity distribution company in Latin America

Serving 24 municipalities in the São Paulo Metropolitan area

Concession contract valid until 2028; renewable for another 30

years

Concession area with the highest GDP in Brazil

45 thousand kilometers of lines, 1.2 million electricity poles and

6.1 million consumption units in a concession area of 4,526 km2

Total distributed volume of 43 TWh in 2010

As a pure energy distributor, AES Eletropaulo can only invest

within its concession area

5,629 employees

Concession Area

Page 22: Institutional Presentation 1Q11

22

Reference Company(PMSO)

Investment Remuneration

Depreciation

Energy Purchase

TransmissionSector Charges

Tariff Reset and Readjustment

• Tariff Reset is applied each 4 years for AES Eletropaulo − Base date: Jul/2011− Parcel A: costs pass trough the tariff− Parcel B: costs are set by ANEEL

• Tariff Readjustment: annually − Parcel A costs pass trough the tariff− Parcel B cost are adjusted by IGPM +/- X(1) Factor

RemunerationAsset Base

X Depreciation

X WACC

Regulatory Ebitda

Parcel A - Non-Manageable Costs

Parcel B - Manageable Costs

• Remuneration Asset Base:– Applicable investments used to

calculate the Investment Remuneration (applying WACC) and Depreciation

• Reference Company:– Efficient cost structure, determined by

ANEEL (National Electricity Agency)

• Parcel A Costs− Non-manageable costs that totally

pass- through to the tariff− Losses reduction improve the pass-

through effectiveness

1 – X Factor: index that capture productivity gains

Energy sector in Brazil:regulatory methodology

Page 23: Institutional Presentation 1Q11

232004 2005 2006 2007 2008 2009 2010 2011 (e) 2020

331 346 358 378 393 389419 441

659

Energy sector in Brazil:demand perspectives

4.4% p.a.

4.6% p.a

Macroeconomic Scenario

Brazilian Consumption Evolution (TWh)

EPE’s1 Assumptions:

• Emerging markets – especially China –

will grow faster than developed

economies, positively affecting industrial

sector in Brazil;

• Oil exploration in the Pre-Salt is a

differential for Brazil;

• Income elasticity of energy demand (2010-

2019): 0.96

• Households growth: 2.2% p.a

1 - Source: EPE (Energetic Research Company)

2004-2008 2010-2015 2015-2020

World 4.6 4.2 4.0Brazil 4.7 5.2 5.0

GDP - Annual growth

Page 24: Institutional Presentation 1Q11

24

Consumption Evolution

Total Market1 (GWh) 1Q11 Consumption Share1 (GWh)

36%

14%

18%

26%

6%CAGR: 2%

1 – Net of own consumption

36%

27%

18%

13%

6%

Residential

Commercial

Free Clients

Industrial

Others

5,000 

10,000 

15,000 

20,000 

25,000 

30,000 

35,000 

40,000 

45,000 

2008 2009 2010 1Q10 1Q11

33,860 34,436 35,434

8,544 9,078

7,383 6,832 7,911

1,813 2,041

41,243 41,269 43,345

10,357 11,119

Captive Market Free Clients

Page 25: Institutional Presentation 1Q11

25

Investments amounted R$ 156 million in 1Q11

Investments Breakdown (R$ million) Investments 1Q11 (R$ million)

57

37

37 9

8 5 3

Maitenance

Customer Service

System Expansion

Losses Recovery

IT

Paid by the Clients

Others

100 

200 

300 

400 

500 

600 

700 

800 

2009 2010 2011(e) 1Q10 1Q11

478

654 684

88 152

37

28 36

105

516

682720

98156

Capex Paid by Customers

Page 26: Institutional Presentation 1Q11

26

SAIFI - System Average Interruption Frequency Index SAIDI - System Average Interruption Duration Index

SAIDI & SAIFI

8th

Sources: ANEEL, AES Eletropaulo and ABRADEE

ABRADEE ranking position among the 28 utilities with more than 500 thousand customers

► 2011 SAIDI ANEEL Reference: 8.68 hours ► 2011 SAIFI ANEEL Reference: 6.93 times

5th 7th1st

8.41 7.87

7.39

SAIFI Aneel Reference

2008 2009 2010 1Q10 1Q11

5.20 6.17 5.43 6.29 5.44

SAIFI (times)

2008 2009 2010 1Q10 1Q11

9.20 11.86 10.68 12.66 9.91

SAIDI (hours)

10.92 10.09

9.32

SAIDI Aneel Reference

7th 3rd

Page 27: Institutional Presentation 1Q11

27

Losses (%)

1 – Current technical losses used retroactively as a reference

Collection rate (% over Gross Revenues)

2008 2009 2010 1Q10 1Q11

98.5 101.1102.4 102.5 99.6

Operational Indexes

2008 2009 2010 1Q10 1Q11

6.5 6.5 6.5 6.5 6.5

5.1 5.3 4.4 5.0 4.3

11.6 11.810.9 11.5 10.8

Technical Losses Commercial Losses¹

Page 28: Institutional Presentation 1Q11

28

Ebitda (R$ million)Net Revenues (R$ million)

CAGR: 9%

Financial Highlights*

CAGR: 15%

(*) 2009 and 2010 numbers in IFRS

1,000 

2,000 

3,000 

4,000 

5,000 

6,000 

7,000 

8,000 

9,000 

10,000 

2008 2009 2010 1Q10 1Q11

7,530

8,7869,697

2,260 2,423

2008 2009 2010 1Q10 1Q11

1,607 1,486 1,630

395 415

- 202 357

103 134

89 87

426 1,696 1,775

2,413

498 549

Recurring IFRS Non-recurring

Page 29: Institutional Presentation 1Q11

291 – Gross amount

Net Income and Dividend Payout1 (R$ million)

Practice of 95% pay-outon semi-annually basis*

(*) 2009 and 2010 numbers in IFRS

101.5%93.4%

114.4%

20.3% 20.4%

28.6%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

30.0%

35.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

Pay-out Yield Preferred

2008 2009 2010 1Q10 1Q11

742 689 836

153 190

93 162

70 92

285 374

350 1,027 1,156

1,348

223 282

Recurring IFRS Non-recurring

Page 30: Institutional Presentation 1Q11

30

Amortization Schedule – Principal (R$ million)

1 – Brazilian Interbank Interest Rate 2 – Pension Fund

• March, 2011:– Average debt cost in 1Q11 was 108% of CDI1 or 13.9% p.a.– Average debt maturity of 6.9 years– Net debt: R$ 2.4 billion – Net debt/EBITDA of 0.9x adjusted with Pension Fund

Debt ProfileNet Debt (R$ billion)

1.5x1.4x

0.9x1.1x

0.9x

Net Debt/Ebitda Adjusted with Fcesp2008 2009 2010 1Q10 1Q11

2.5

2.7

2.4 2.4 2.4

Net Debt (R$ billion)

2011 2012 2013 2014 2015 2016 2017 2018 from 2019 to

2028

244 273 294526

221 331 222 373179

64 46 49

53

5660

6469

926309 319 343

578

277391

286442

1,105

Local Currency (ex FCesp) Fcesp²

Page 31: Institutional Presentation 1Q11

31

Average Daily Volume (R$ thousand)

Capital Markets

AES Eletropaulo X Ibovespa X IEE

• Common shares and preferred shares listed on BM&FBOVESPA under thetickers ELPL3 and ELPL4

• ADRs at US OTC Market under the tickers EPUMY and ELPSY

1 – Index: 12/31/2010 = 100

0

0

0

0

0

0

0

2008 2009 2010 1Q11

25,677

21,960

24,49623,009

90

95

100

105

110

115

Dec-10 Jan-11 Feb-11 Mar-11

1Q11 ¹

Ibovespa IEE AES Eletropaulo Preferred

+ 10%

- 1%

+12%

Page 32: Institutional Presentation 1Q11

Social Responsibility

Page 33: Institutional Presentation 1Q11

33

• 300 benefited children between 1 and 6 years old

• Own investments amounting R$ 2.1 million in 2010

• Units: Santo Amaro and Guarapiranga

• Over 5.2 thousand children, teenagers,

and adults have been benefited

• Own and incentive investments:

approximately R$ 17 million in 2010

• Activities of acting, dancing, circus arts, visual arts, music, gymnastics, courses of income generation, and education of safe use of electrical power and the right use of natural resources

• 7 operating units

“Casa da Cultura e Cidadania” Project

“Centros Educacionais Infantis Luz e Lápis” - Project

Social Responsibility

Page 34: Institutional Presentation 1Q11

34

Social Responsibility

• Launched in December, 2008;• Objective: to get the co-workers committed to the transformation of low income communities and development of

non-governmental institutions;• 1,199 volunteers

Volunteering Program

Acting to Transform

Distributing Energy of

Good

Specific social mobilization or emergency campaign.

Winter clothes, Christmas campaign, among others.

Opportunities for volunteering in social organizations, which are

partners of AES Brazil

Co-workers can enroll in volunteer activities available at AES Brazil volunteering portal

since September/09www.energiadobem.com.br

Page 35: Institutional Presentation 1Q11

Attachments

Page 36: Institutional Presentation 1Q11

36

Costs and Expenses

Costs and operational expenses1 (R$ million)

1 – Do not include depreciation and amortization 2 - Personnel, Material, Third Party Services and Other Costs and Expenses

2

2008 2009 2010 1Q10 1Q11

239 214 246

48 49

112 201 187

34 29

351 415 433

82 78

Energy Purchase, Transmission and Connection Charges, and Water Resources

Other Costs and Expenses

Page 37: Institutional Presentation 1Q11

37

2008 2009 2010 1Q10 1Q11

4,700 5,125 5,490

1,323 1,359

1,1931,306

1,255

342 348

5,8936,431 6,745

1,665 1,707

Energy Supply and Transmission Charges PMS and Others Expenses²

Costs and Expenses

Costs and operational expenses1 (R$ million)

1 – Do not include depreciation and amortization 2 - Personnel, Material, Third Party Services and Other Costs and Expenses3 – In 2009 expenses with Pension Fund increased due to inflation rate (IGP-M) increase and reversal of R$ 63 million in 4Q08 caused by actuarial liability adjustment

PMS and Other Expenses (R$ million)

2008 2009 2010 1T10 1T11

485700 647

149 151

329

352 443

89 127

379

254 165

104 70

1,193 1,306

1,255

342 348

Personnel and Payroll Material and Third Party Others

Page 38: Institutional Presentation 1Q11

38

Expansion Requirement of 15% Increase installed capacity in Sao Paulo State by 15% (400 MW), either in greenfield projects or through long term

purchase agreement with new plants

The obligation was supposed to be accomplished by December 2007, however AES Tietê was not able to comply with this requirement due to the following restrictions:

– Insufficient remaining hydro resources within the State of São Paulo

– Environmental restrictions

– Insufficiency of gas supply / timing issue

– More restricted regulation on energy sale established by the New Model of Electric Sector (Law # 10,848/2004) which eliminated the self dealing

• In August 2008, Aneel informed that the issue is not linked to the concession

• On July 27, 2009, AES Tietê was notified by the State Government Attorney’s Office to present arguments on compliance with the expansion obligation

– The Company filed a response on July, 29th, which exhausts the procedure for notification. Possible deployment depends on new manifestation of the Prosecution

• Popular law action against Federal Government, Aneel, AES Tietê, and Duke– 2008 – In October, defense filed on first instance by AES Tietê; In December, the author replied AES Tietê defense

– 2010 – In September, due to the plaintiffs failure to specify the individuals that should be named as Defendants, a favorable decision was rendered by the 1st Instance Court (but there can be appeals)

Page 39: Institutional Presentation 1Q11

39

Next Steps:

1 - The auditing procedure will be concluded in at least 6 months

2 - After conclusion of the

expert work, the 1st

level of court decision will be

released

3 - Appealing to the 2nd level of

court

4 - Appealing to the 3rd level of

court

Eletrobras Lawsuit

Nov/86

Stated-owned Eletropaulo

borrowed money from Eletrobras

Dec/88

State-owned Eletropaulo and

Eletrobras disagreed on how

to calculate interest over that loan and a lawsuit

was started

Sep/03

The 2nd level of court excluded AES Eletropaulo

from the discussion based

on the spin-off agreement

Jun/06

The SCJ decided to send the

Execution Suit back to the 1st

level of court

May/09

Eletrobras requested the 1st

level of court judge to appoint

an expert

Jan/98 Oct/05

Eletrobras and CTEEP appealed

to the Superior Court of Justice

(SCJ)

Feb/10

The Judge appointed the expert who will

indicate the amount and the debtor

Sep/01

Eletrobras, after winning the

interest calculation

discussion, filed an Execution Suit to collect the due

amount

State-owned Eletropaulo was spun-off into four companies and, according to our understanding based on the

spin-off agreement, the discussion was transferred to

CTEEP

Privatization event . State-

owned Eletropaulo

became AES Eletropaulo

Apr/98

Eletrobrasrequested the

beginning of the appraisal

procedure, which is under 5th Civil Court analysis.

Until March 31st 2011, AES

Eletropaulo and CTEEP had not yet

been notified

Dec/10

Page 40: Institutional Presentation 1Q11

40

Any party with an intention to dispose its shares should first provide the other party the right to buythat participation at the same price offered by a third party

Once the offering party exercises the Drag Along clause, offered party is obligated to dispose of all its shares at the time, if the Right of 1st Refusal is not exercised by offered party

In the case of change in Brasiliana’s control, tag along rights are triggered for the following companies (only if AES is no longer controlling shareholder):

– AES Eletropaulo: Tag along of 100% in its common and preferred shares– AES Tietê: Tag along of 80% in its common shares– AES Elpa: Tag along of 80% in its common shares

Shareholders AgreementOn Dec 2003 AES and BNDES signed a Shareholders’ Agreement to regulate their relationship as shareholders of Brasiliana and its controlled companies. The Agreement is available at www.aeseletropaulo.com.br/ri

Shareholders can dispose its share at any time, considering the following terms:

Right of 1st refusal

Drag alongrights

Tag alongrights

Page 41: Institutional Presentation 1Q11

41

Brazilian Main Taxes

AES Eletropaulo

• Income Tax / Social Contribution:

– 34% over taxable income

• ICMS: 22% over Revenue (average rate)

– Residential: 25%

– Industrial and Commercial: 18%

– Public Entities: free

• PIS/Cofins:

– 9.25% over Revenue minus Costs

AES Tietê

• Income Tax / Social Contribution:

– 34% over taxable income

• ICMS (VAT tax)

– deferred tax

• PIS/Cofins (sales tax):

– Eletropaulo´s PPA: 3.65% over Revenue

– Other bilateral contracts: 9.25% over Revenue

minus Costs

Page 42: Institutional Presentation 1Q11

The statements contained in this document with regard to the business prospects, projected operating and financial results, and growth potential are merely forecasts based on the expectations of the Company’s Management in relation to its future performance. Such estimates are highly dependent on market behavior and on the conditions affecting Brazil’s macroeconomic performance as well as the electric sector and international market, and they are therefore subject to changes.

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