AES TIETÊ ENERGIA S.A.

EXTRAORDINARY SHAREHOLDERS MEETING

OF FEBRUARY 13, 2020

PROXY STATEMENT

January 14, 2020

CONTENTS

1.

MESSAGE FROM THE INVESTOR RELATIONS OFFICER

3

2.

INVITATION

4

3.

ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING

5

4. INFORMATION FOR PARTICIPATION AT THE EXTRAORDINARY SHAREHOLDERS

MEETING

6

5.

CALL NOTICE

9

6.

SOLE APPENDIX - NOMINEE TO THE COMPANY'S BOARD OF DIRECTORS

13

MESSAGE FROM THE INVESTOR RELATIONS OFFICER

Dear Shareholders,

To facilitate and encourage your participation, we present the Proxy Statement for the Extraordinary Shareholders Meeting ("Shareholders Meeting") of AES Tietê Energia S.A., to be held on February13, 2020, at 10:00 a.m.

This document contains all the information and instructions needed by shareholders to participate in the Shareholders Meeting, as well as instructions for exercising their voting rights.

On behalf of the Company's Management, we invite you to attend, to participate and to express your opinions in the Extraordinary Shareholders Meeting of the Company.

Sincerely,

Clarissa Della Nina Sadock Accorsi

Executive Vice-President and Investor Relations Officer

INVITATION

Dear Shareholders,

The Management of AES Tietê Energia S.A. ("Company" or "AES Tietê") hereby invites you to participate in and express your opinions in the Extraordinary Shareholders Meeting to be held on February 13, 2020 at 10 a.m. ("Shareholders Meeting").

The Shareholders Meeting will be held at the registered office of the Company, at Av. das Nações Unidas, nº 12.495, 12º andar, Brooklin Paulista, CEP 04578-000, in the City and State of São Paulo, to examine, discuss and vote on the following matters of interest to the Company:

  1. Election of one (1) independent member to the Board of Directors of the Company.

The Company hopes this proxy statement ("Statement") is helpful and encourages you to participate in the Shareholders Meeting.

Sincerely,

AES Tietê Energia S.A.

ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING

The notice of meeting for the Shareholders Meeting is included in this Statement and will be published on January 14, 15 and 16, 2020 in the state register Diário Oficial do Estado de São Paulo and in the newspaper Valor Econômico.

The Extraordinary Shareholders Meeting will be convened, on first call, only with the presence of shareholders representing at least one-fourth (¼) of the voting shares, in accordance with Article 125 of the Brazilian Corporation Law.

If the Shareholders Meeting is not convened on first call because of the quorum not being reached, a new notice of meeting will be published to discuss and vote exclusively on the matters that could not be resolved on the first call, at least eight (8) days in advance. The Shareholders Meeting will be convened, on second call, with the presence of any number of shareholders.

Approval of the matters to be discussed and voted on in the Shareholders Meeting will require a vote in favor from an absolute majority of the shareholders with voting rights in attendance, without computing any blank votes, in accordance with Article 129 of the Brazilian Corporation Law.

In this regard, the Company informs that:

  1. Only shareholders holding common shares will be entitled to vote on the matters on the agenda;
  2. Shareholders holding preferred shares will nothave voting rights, but may participate in the Shareholders Meeting by expressing their opinions on the matters on the agenda.

INFORMATION FOR PARTICIPATING IN THE EXTRAORDINARY SHAREHOLDERS MEETING

On-site Participation

Since the Shareholders Meeting will discuss matters of interest to the Company and its shareholders, only persons who substantiate their status as shareholders - or as representatives of shareholders, in accordance with the applicable legislation - may attend and participate in the Shareholders Meeting, in accordance with Article 126 of the Brazilian Corporation Law.

In accordance with the applicable legislation, to substantiate your status as shareholder (or as the representative of a shareholder) and participate in the Annual and Extraordinary Shareholders Meeting, you must present the original or certified copies of the following documents:

  1. document proving your identity;
  2. updated document proving ownership of your book-entry shares, issued by a stock transfer agent or custody agent; and
  3. in the case of proxies, original or certified copy of the proxy appointment, duly updated in accordance with the law.

For the identity document, the Company accepts the General Register (RG) identity document, as well as driver's license (CNH), passports, identity documents issued by professional boards and functional identity documents issued by government agencies, provided that have a photograph of the holder.

Representatives of corporate shareholders must present a certified copy of the following documents, duly registered with the competent body (Registry of Legal Entities or Registry of Commerce, as applicable): (a) articles of incorporation or bylaws; and (b) corporate document on the election of the manager who (b.i) is attending the shareholders meeting as the representative of the corporation or (b.ii) appoints as proxy a third party to represent the corporate shareholder.

In the case of investment funds, the shareholders of the fund must be represented in the Shareholders Meeting by the administrator or manager of the fund, in compliance with the fund regulations with regard to the person with powers to exercise the voting rights attributed to the shares and assets in the fund portfolio. In such case, the representative of the fund administrator or manager must present, in addition to the aforementioned corporate documents pertaining to the fund manager, a copy of the fund regulations, duly registered with the competent body.

Any proxy documents issued abroad must be (i) notarized by a Notary Public; (ii) authenticated or, if the country that issued the document is not a signatory to the Hague Convention, legalized by the Brazilian Embassy; and (iii) registered with the Registry of Deeds and Documents, pursuant to the legislation in force. Such documents must be translated into Brazilian Portuguese by a sworn translator. The translation of documents in English or Spanish is not required.

Participation by Proxy

For participation by proxy, the representation powers for participation in the Shareholders Meeting must have been granted less than one (1) year before, in accordance with Article 126, Paragraph 1 of Brazilian Corporation Law.

Moreover, in compliance with Article 654, Paragraphs 1 and 2 of the Brazilian Civil Code, the proxy appointment must indicate the place where it was granted, complete identification of the principal and the proxy, the date and purpose of the proxy appointment, indicating the powers granted and their extension, and the notarized signature of the principal.

Note that (i) individuals who are shareholders of the Company may be represented at the Shareholders Meeting only by a proxy who is a shareholder, manager of the Company, attorney or financial institution, in accordance with Article 126, Paragraph 1 of Brazilian Corporation Law; and (ii) any legal entities that are shareholders of the Company may, in accordance with CVM decision in connection with CVM Case RJ2014/3578, tried on November 4, 2014, be represented by a proxy appointed under its articles of incorporation or bylaws and the Civil Code, and such person does not have to be a Company manager, shareholder, attorney or financial institution.

Proxy statements in a foreign language must be accompanied by corporate documents, if related to a legal entity, and all of them must be duly (i) translated into Brazilian Portuguese by a sworn translator; (ii) notarized by a Notary Public; (iii) authenticated or, if the country that issued the document is not a signatory to the Hague Convention, legalized by the Brazilian Embassy; and (iv) registered with the Registry of Deeds and Documents, pursuant to the legislation in force. The Company does not require sworn translations of any documents that were originally drawn up in English or Spanish.

To facilitate the activities of the Shareholders Meeting, the Company recommends that you submit copies of the documents above at least seventy-two (72) hours prior to the Shareholders Meeting. The copies may be sent by mail or delivered in person, as per the information below:

AES Tietê Energia S.A.

Investor Relations Department

Av. das Nações Unidas, 12.495 - 12º andar São Paulo - SP - Brasil - CEP 04578-000assembleia.aestiete@aes.com and ri.aestiete@aes.com

Note that even if you have not submitted the documents in advance, you may still participate in the Shareholders Meeting, provided that you present such documents at the opening of the Shareholders Meeting, in compliance with Article 5, Paragraph 2, of CVM Instruction 481/2009.

Before the Shareholders Meeting is convened, the shareholders or the representatives of shareholders must sign the "Attendance Book," stating their name, nationality and residence, as well as the number, type and class of shares they hold (Article 127 of Brazilian Corporation Law).

AES TIETÊ ENERGIA S.A.

Publicly Held Company

Corporate Tax ID (CNPJ/MF): 04.128.563/0001-10

Company Registration (NIRE): 35.300.183.550

NOTICE OF MEETING

EXTRAORDINARY SHAREHOLDERS MEETING

The shareholders of AES TIETÊ ENERGIA S.A. are hereby invited to attend the extraordinary shareholders meeting ("Shareholders Meeting") to be held at 10:00 a.m. on February 13, 2020, at the registered office of the Company, located in the City of São Paulo, State of São Paulo, at Avenida das Nações Unidas, 12.495, 12º andar, Brooklin Paulista, São Paulo - SP, CEP: 04578-000, to consider and vote on the following agenda: election of one (1) independent member to the Board of Directors of the Company.

To participate in the Shareholders Meeting, shareholders must present originals or certified copies of the following documents: (i) identity document of the shareholder or their proxy; (ii) proof issued by the stock transfer agent of the book-entry shares held by the shareholder or in custody, in accordance with Article 126 of Federal Law 6,404/76 (Brazilian Corporation Law); (iii) documents evidencing powers of representation of the corporate shareholder's proxy or of the manager or administrator, in the case of investment funds; and (iv) proxy instrument, duly legalized, for shareholders represented by proxy. To improve the organization, we recommend that shareholders lodge simple copies of the aforementioned representation documents at the Company at least 72 hours prior to the date of the Shareholders Meeting..

The documents pertaining to the matters to be discussed at the Shareholders Meeting, including the "Proxy Statement", containing the management proposals for the Shareholders Meeting, are available to shareholders for consultation at the registered office of the Company and on the websites of the Company (http://ri.aestiete.com.br/), of B3 S.A. - Brasil, Bolsa, Balcão (http://www.b3.com.br) and of the Securities and Exchange Commission of Brazil - CVM (http://www.cvm.gov.br) on the internet, in accordance with Federal Law 6,404/1976 and with CVM regulations.

São Paulo, January 7, 2020*

Julian Jose Nebreda Marquez

Chairman of the Board

*The notice of meeting for the Annual and Extraordinary Shareholders Meeting will be published on January 14, 15 and 16, 2020 in the state register Diário Oficial do Estado de São Paulo and in the newspaper Valor Econômico.

MANAGEMENT PROPOSAL FOR THE EXTRAORDINARY SHAREHOLDERS MEETING

The Management of AES Tietê Energia S.A. ("AES Tietê" or "Company") hereby submits to the Board of Directors the following proposal, to be considered and voted on in the Shareholders Meeting called for February 6, 2020, subject to the provisions of Federal Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), of Instruction 481 issued by the Securities and Exchange Commission of Brazil ("CVM") on December 17, 2009 ("CVM Instruction 481/09") and of the Company's Bylaws:

1. Election of independent member to the Board of Directors

The Company is listed on Level 2 Corporate Governance of the B3 and strives to constantly adopt the best corporate governance practices. Accordingly, at least 20% of the members of the Board of Directors of the Company are independent members.

For the current term, Messrs. Franklin Lee Feder and Erik da Costa Breyer were elected as independent members of the Board of Directors. However, Mr. Erik Breyer tendered his letter of resignation on August 7, 2019, leaving one of the positions currently vacant.

Therefore, AES Holdings Brasil Ltda. ("Controlling Shareholder" or "AES Brasil") has requested the convening of an Extraordinary Shareholders Meeting to elect a new independent member of the Board of Directors and to reestablish the minimum number of independent board members required by the B3's Level 2 of governance.

The selection process of the new independent director being currently carried out by AES Brasil is at its final stages and the results of the compliance due diligence performed on the candidate are to be confirmed within the following days.

Once the selection process is brought to conclusion, the Controlling Shareholder will issue a notice to the shareholders with its result, followed by an update of the proposal, and the new director will be elected in the Shareholders Meeting to serve for the remainder of the current term, i.e. until the annual shareholders meeting that considers and votes on the financial statements for the fiscal year ended December 31, 2019.

The Board of Directors will continue to be composed of eleven (11) members and their respective alternates, with the term of the other directors maintained.

1.1. Nomination of one or more candidates to the Board of Directors

Shareholders wishing to indicate other nominees to the Board of Directors may notify the Company, in writing, informing the full name and identification of the nominee.

In accordance with Article 3 of CVM Instruction 367/2002, shareholders that recommend a nominee to the Board of Directors also must present: (i) a copy of the statement of clearance or declare to have obtained from the nominee the information that they are able to sign such instrument and express any reservations; and (ii) the résumé of the nominee containing at minimum their identification, professional experience in the last five years, academic background, main professional activity at the moment, list of positions held on boards of directors, audit boards or advisory boards at other companies, as well as the other information required under Article 10 of CVM Instruction 481/2009.

In accordance with CVM Instruction 367/2002, the statement of clearance must be signed in the respective instrument and contain the following declaration of the nominee to the Board of Directors: (i) that they are not prevented by special law or have been sentenced for criminal bankruptcy, malfeasance, bribery, graft, embezzlement, crimes against public welfare, full faith or ownership, or criminal penalty preventing them, albeit temporarily, from holding public office, in accordance with Article 147, Paragraph 1 of Brazilian Corporation Law; (ii) that they have not been sentenced to suspension or temporary suspension by the CVM, making them unelectable to management positions in public companies, in

accordance with Article 147, Paragraph 2 of the Brazilian Corporation Law; (iii) that they meet the requirements of unblemished reputation set forth in Article 147, Paragraph 3 of Brazilian Corporation Law; and (iv) that they do not hold any positions in companies that could be considered competitors of the Company and do not hold or represent any conflict of interests with the Company, in accordance with Article 147, Paragraph 3, I and II of Brazilian Corporation Law.

In accordance with CVM Instruction 367/2002, a nominee is presumed to hold conflict of interests with the Company when: (i) they have been elected by a shareholder that also has been elected a director in a competitor company; and (ii) they maintain a relationship of subordination with the shareholder that elected them.

In addition, it is important to state that the nominee to the position of independent member of the Board of Directors must meet the requirements below, as envisaged in the Level 2 Listing Regulations of B3's Corporate Governance, which must be stated by the shareholder when nominating them.

  1. not to have any relationship with the Company, except for an interest in the Company's capital;
  2. not to be a Controlling Shareholder, their spouse or relative to the second degree, or not to be or have been, in the last three (3) years, associated with the company or entity related to the Controlling Shareholder (persons associated with public educational and/or research institutions are not included in this restriction);
  1. not to have been, in the last three (3) years, an employee or officer of the Company, the Controlling Shareholders or a subsidiary of the Company;
  2. not to be a direct or indirect supplier or acquirer of services and/or products of the Company to an extent that entails loss of independence;
  3. not to be employee or manager of a company or entity that is offering or demanding services and/or products to/from the Company to an extent that entails loss of independence;
  4. not to be spouse or relative until second degree of a Company manager; and
  5. not to receive any other compensation from the Company other than that pertaining to the position of director (cash gains from interest in the Company's capital are not included in this restriction).

As soon as the Company receives the recommendation of nominee to the Board of Directors containing at least the information required under CVM Instruction 367/2002, the Company will disclose a "Notice to Shareholders" informing the recommendation of nominee to the Board of Directors.

Despite the procedures for prior recommendation and disclosure, shareholders or groups of shareholders may recommend their nominees to the Board of Directors at the Shareholders Meeting in person or through their proxy, provided they present the abovementioned documents and information required by law.

SOLE APPENDIX - NOMINEE TO THE COMPANY'S BOARD OF DIRECTORS

Article 10 of CVM Instruction 481/2009

(information on the nominees to the Board of Directors and Audit Board in accordance with

items 12.5 to 12.10 of the Company's reference form)

12.5 / 12.6. Members of the Board of Directors of the Company and respective professional background

Nominee to be indicated by Controlling Shareholder shall provide theinformation below until the Shareholders Meeting.1

NAME

DATE OF BIRTH

INDIVIDUAL TAX ID (CPF)

PROFESSION

AGE

MANAGEMENT BODY

Board of Directors

POSITION TO BE OCCUPIED

Independent director

ESTIMATED ELECTION DATE

February 13, 2020

ESTIMATED INVESTITURE DATE

February 14, 2020

END OF TERM

Annual Shareholders Meeting of 2020

NOMINATION (IF ELECTED BY

Yes

CONTROLLING SHAREHOLDER OR

NOT)

OTHER POSITIONS OR FUNCTIONS

None.

EXERCISED IN THE COMPANY

12.7 / 12.8 - Composition of committees

Not applicable. The Company is not nominating members to compose committees in this Shareholders Meeting.

  • In order to comply with the provisions set forth in Article 10 of CVM Instruction 481/2009, as of the conclusion of the compliance due diligence, the Controlling Shareholder will disclose the nominee's full information and data until the Shareholders Meeting of their election, to be held on February 13, 2020.

12.9 - Existence of marital relationship, stable union or kinship to the second degree related to the managers of the issuer, subsidiaries and controlling shareholders.

Not applicable. There is no marital relationship, stable union or kinship to second degree between the managers of the Company and the direct or indirect controlling shareholders of the Company.

12.10 - Relationship of subordination, provision of services or control between the managers and subsidiaries, controlling shareholders and others.

Not applicable. The nominee has no relationship of subordination, provision of services or control with the managers, subsidiaries or controlling shareholders.

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AES Tietê Energia SA published this content on 14 January 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 January 2020 19:07:05 UTC