COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP PUBLICLY HELD COMPANY

Corporate Taxpayer ID (CNPJ/MF): 43.776.517/0001-80

Company Registry (NIRE): 35.3000.1683-1

SUBSCRIBED AND PAID-IN CAPITAL- R$10,000,000,000.00

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING

DATE, TIME AND VENUE: On April 30, 2015 at 11:00 a.m., at the Company's headquarters, located at Rua Costa Carvalho, nº 300, in the city and state of São Paulo.

CALL NOTICE: The Call Notice was published on March 28, 30 and 31 and on April 1, 2015 editions of the Official Gazette of the State of São Paulo and Valor Econômico newspaper.

ATTENDANCE: Shareholders representing more than two thirds of the capital stock, as per the signatures in the Shareholders’ Attendance Book.

Jerônimo Antunes, member of the Board of Directors and Coordinator of the Audit Committee, Délio Rocha Leite, representative of the independent auditor Deloitte Touche Tohmatsu, Humberto Macedo Puccinelli, member of Sabesp’s Fiscal Council, Marcelo Miyagui, Head pf Accounting, Mário A. de A. Sampaio, Head of Funding and Investor Relations, Angela Beatriz Airoldi, Investor Relations Manager, Priscila Costa da Silva, Investor Relations Analyst, John Emerson Silva, Investor Relations Analyst, and Beatriz Helena de Almeida and Silva Lorenzi and Ieda Nigro Nunes Chereim, lawyers of the Legal Department, also attended the meeting.

PRESIDING BOARD: Chairman: Jerônimo Antunes. Secretaries: Celina Y. Ozawa and Marialve de S. Martins.

PUBLICATIONS: Management Report and Financial Statements, together with the Report of Fiscal Council, Report of the Independent Auditors and Summary of the Annual Report of the Audit Committee, for the fiscal year ended December 31, 2014, published on March 28, 2015 in the Official Gazette of the State of São Paulo, Business Section 2, pages 02 to 22, and on March 30, 2015 in the Valor Econômico newspaper, “Caderno Regional São Paulo” Section, pages E13 to E34. The documents above were also made available to shareholders at the Company’s headquarters and on the website of the Company, of CVM and the BM&FBOVESPA, with the proposal from management containing the capital budget and other document pursuant to applicable legislation.

AGENDA: I. Examination of the Annual Management Report for the fiscal year ended December 31, 2014; resolution on the Company’s Financial Statements for the fiscal year ended December 31, 2014, namely: Balance Sheet, and the respective Income Statements, Changes in Shareholders’ Equity, Cash Flow, Value Added and Notes to the Financial Statements, accompanied by the Reports by the Independent Auditors, Fiscal Council’s Opinion and Summary of the Annual Audit Committee Report. II. Resolution on the allocation of net income for the year 2014, III. Election of the members of the Fiscal Council for terms until 2016. IV. Establishment of the total annual compensation for the members of the Board of Directors and for the Fiscal Council to fiscal year 2015.

CLARIFICATIONS: 1) These matters were considered by the Council for the Defense of State Capital (CODEC), in Process S.F. no. 12091-270588/2015, whose vote guidance of the representative of the São Paulo’s Treasury Office is included in CODEC Opinion no. 086/2015, of April 28, 2015.

RESOLUTIONS: The Chairman of the Meeting opened discussion on item I of the Agenda. The representative and proxy of the shareholder São Paulo State’s Treasury Office Carlos Eduardo Teixeira Braga, based on Codec Opinion no. 086/2015 and considering that the subject was approved by the Company’s Board of Directors and Fiscal Council, proposed to approve the Annual Management Report for the fiscal year ended on December 31, 2014; the Company’s Financial Statements for the fiscal year ended on December 31, 2014, namely: Balance Sheet and the respective Statements of Income, Changes in Shareholders’ Equity, Cash Flow, Value Added and Notes to the Financial Statements, accompanied by the Reports by the Independent Auditors, Fiscal Council’s and Summary of the Annual Report of Audit Committee. After being submitted to a vote by the Chairman, duly registering abstentions and negative votes, the proposal of the shareholder São Paulo State Tax Authority was approved by the majority of votes.   

Afterwards, the Chairman discussed item II of the Agenda. The representative and proxy of the shareholder São Paulo State Tax Authority Carlos Eduardo Teixeira Braga, based on the CODEC Opinion, proposed to allocate the net income for the year 2014, as follows: Net income for the year - R$902,982,957.29; (-) 5% to Legal Reserve R$45,149,147.86; (-) Minimum Mandatory Dividends R$214,458,452.32; (-) Supplementary Dividends R$37,845,609.23; (-) Investment Reserve R$605,529,747.88. After being submitted to a vote by the Chairman, the proposal of the shareholder São Paulo State’s Treasury Office, duly registering abstentions and negative votes, was approved by the majority of votes.

Moving on, the Chairman discussed item III of the Agenda. The representative and proxy of the shareholder São Paulo State’s Treasury Office Carlos Eduardo Teixeira Braga, based on the CODEC Opinion, nominated the following individuals as sitting members of the Fiscal Council: HUMBERTO MACEDO PUCCINELLI, JOALDIR REYNALDO MACHADO, HORÁCIO JOSÉ FERRAGINO and RUI BRASIL ASSIS, and as alternate members, respectively: TOMÁS BRUGINSKI DE PAULA, JOSÉ RUBENS GOZZO PEREIRA, ENIO MARRANO LOPES and MÁRCIO REA. After being submitted to a vote by the Chairman, the proposal of the shareholder São Paulo State’s Treasury Office, duly registering abstentions and negative votes, was approved by the majority of votes.

In this act, pursuant to article 240 of Law 6,404/76, minority shareholders were provided to nominate a sitting member and respective alternate member to the Company’s Fiscal Council.  Antonio Cláudio Zeituni, representing shareholder Alexander Bialer, holder of 0.0002% of valid shares, presented the nomination for sitting and alternate members of the Fiscal Council, respectively: ALEXANDRE LUIZ OLIVEIRA DE TOLEDO and ANTONIO CLÁUDIO ZEITUNI. Subsequently, shareholder Massao Fabio Oya, also representing shareholder Jorge Michel Lepeltier, holders of 0.0004% of valid shares, presented the nomination of  MASSAO FABIO OYA and MARIA ELVIRA LOPES GIMENEZ, respectively for the positions of sitting and alternate members of the Fiscal Council. The proposals were discussed and considering the representation of minority shareholders, the votes cast and separate votes resulted in approval by majority vote of minority shareholders MASSAO FABIO OYA and MARIA ELVIRA LOPES GIMENEZ, respectively as Sitting Member of the Fiscal Council and Alternate Member of the Fiscal Council.

The Fiscal Council, with a one (1) year mandate, was structured as follows: Sitting Members: Humberto Macedo Puccinelli, Brazilian, divorced, economist, domiciled at Av. Rangel Pestana, 300, 6º andar, Centro, in the city and state of São Paulo, Identity Card (RG) no. 9.211.361-8 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 022.759.188-76; Joaldir Reynaldo Machado, Brazilian, married, economist, domiciled at Rua Bela Cintra, 847, 14º andar, Cerqueira Cesar, in the city and state of São Paulo, Identity Card (RG) no. 4.116.666-8 SSP/SP, and inscribed in the roll of individual taxpayers (CPF) under number 430.403.148-15; Horácio José Ferragino, Brazilian, married, accountant, domiciled at Al. Santos, 1165, 2º andar, Cerqueira Cesar, in the city and state of São Paulo, Identity Card (RG) no. 4.675.828-8 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 531.087.018-00; Rui Brasil Assis, Brazilian, married, civil engineer, domiciled at  Rua  Bela  Cintra,  847,  14º  andar,  Cerqueira  Cesar,  in the city and state of São Paulo, Identity Card (RG) no. 6.355.316-8 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 923.245.258-87 and Massao Fabio Oya, Brazilian, married, accountant, domiciled at Alameda Arara Azul, 157 – lote D26 – Parque Residencial Shambala II, in the city of Atibaia, state of São Paulo, Identity Card (RG) no.  34.872.970-4 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 297.396.878-06.

Alternate Members, respectively, Tomás Bruginski de Paula, Brazilian, single, economist, domiciled at Av. Rangel Pestana, 300, 5º andar, Centro, in the city and state of São Paulo, Identity Card (RG) no. 1.554.630-1 SSP/PR and inscribed in the roll of individual taxpayers (CPF) under number 092.553.068-98; José Rubens Gozzo Pereira, Brazilian, married, economist, domiciled at Av. Rangel Pestana, 300, 3º andar, Centro, in the city and state of São Paulo, Identity Card (RG) no. 4.610.935-3 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 309.106.178-72; Enio Marrano Lopes, Brazilian, married, business administrator, domiciled at Alameda Santos, 1165, 9º andar, Cerqueira Cesar, in the city and state of São Paulo, Identity Card (RG) no. 8.385.865-9 SSP/SP and inscribed in the roll of individual taxpayers (CPF) under number 021.526.678-16; Marcio Rea, Brazilian, married, business administrator, domiciled at Av. Nossa Senhora do Sabará, 5312, Pedreira, in the city and state of São Paulo, Identity Card (RG) no. 13.277.220-6 and inscribed in the roll of individual taxpayers (CPF) under number 060.294.818-51 and Maria Elvira Lopes Gimenez, Brazilian, divorced, economist, domiciled at Rua Laurindo Felix da Silva, 47, in the city of Mairiporã, state of São Paulo, Identity Card (RG) no. 19.114.234-7 and inscribed in the roll of individual taxpayers (CPF) under number 136.012.018-10.

The elected Fiscal Council Members shall hold office until the next Annual Shareholders’ Meeting and should a sitting member be unable to attend a meeting, the respective alternate member shall be convened to attend the meeting.

The assumption of office must comply with the requirements and procedures contained in the Brazilian Corporate Law and all other legal provisions in effect, including the declaration of assets, which shall be subject to applicable state regulations, the signature of the statement of no legal impediments and the Statement of Consent, contained in the Listing Rules of the BM&FBOVESPA Novo Mercado.

Next, the Chairman opened discussion on item IV of the Agenda. The representative and proxy of the shareholder São Paulo State’s Treasury OfficeCarlos Eduardo Teixeira Braga, based on the Codec Opinion, proposed the ratification of the compensation for the members of the Executive Board, in the individual monthly amount of twenty thousand, five hundred and ninety reais (R$20,590.00), pursuant to CODEC Opinion no. 003/2013 and CODEC Memo 001/GS-CODEC, of January 30, 2013, eligible for potential bonuses, pursuant to CODEC Opinion no. 150/2005. The compensation of the members of the Board of Directors and Fiscal Council shall be set pursuant to CODEC Opinion no. 001/2007, which corresponds to thirty percent (30%) and twenty percent (20%), respectively, of the monthly compensation for the executive officers. The members of the Executive Board, the Board of Directors and the Fiscal Council will be eligible for “pro rata” bonuses, paid in December, under the terms of Article 4 of CODEC Resolution no. 001/91. After being submitted to a vote by the Chairman, the proposal of the shareholder São Paulo State’s Treasury Office, duly registering abstentions and negative votes, was approved by the majority of votes.

The drawing up of these minutes in summary format and its publication without the signatures of the attending Shareholders, pursuant to Article 130, paragraphs 1 and 2 of Law 6,404/76, was approved by unanimous vote. 

CLOSURE AND DRAWING UP OF THE MINUTES: There being no further business to address, the Chairman thanked the shareholders for their attendance and the Annual Shareholders’ Meeting was adjourned for the drawing up of these minutes, which were then read, approved and signed by the Chairman, the Secretaries of the Meeting and the attending shareholders, who comprise the quorum necessary for the resolutions taken. 

DOCUMENTS FILED. The proxies of the shareholder representatives listed below, accompanied with their voting records, will be filed at the Company’s headquarters, duly initialed by the secretaries, and all documents mentioned.

São Paulo, April 30, 2015

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.