CPFL Energias Renovaveis : Material Fact - SPA CPFL Renováveis

CPFL Energias Renováveis S.A.

Publicly-held Company

CNPJ 08.439.659/0001-50 - NIRE 35.300.335.813

MATERIAL FACT

CPFL Energias Renováveis S.A. ("CPFL Renováveis" ou "Company"), pursuant to the Material Fact disclosed on May 21, 2019, and in compliance with the provisions of article 157, paragraph 4 of Law No. 6,404/76 and the CVM Instruction No. 358/02, hereby informs its shareholders and the market in general that it has received, on the date hereof, a correspondence from its indirect controlling shareholder, CPFL Energia S.A. ("CPFL Energia"), and its shareholder State Grid Brazil Power Participações S.A. ("State Grid"), as follows:

"To

Sr. Fernando Mano,

Chief Executive Officer of CPFL Energias Renováveis S.A.

CPFL Energia S.A. ("CPFL Energia"), pursuant to the Material Fact disclosed on May 21, 2019, informs that it has executed, with its controlling shareholder, State Grid Brazil Power Participações S.A. ("State Grid"), a share purchase and sale agreement, for the acquisition, by CPFL Energia, of the entirety of the equity interest directly held by State Grid in CPFL Energia Renováveis S.A. ("CPFL-R"), a publicly-held company indirectly controlled by CPFL Energia (the "Purchase and Sale Agreement").

The Purchase and Sale Agreement was negotiated independently by CPFL Energia and State Grid's representatives and provides that the shares issued by CPFL-R held by State Grid will be acquired by CPFL Energia for the price of BRL 16.85 per share ("Acquisition Price"). The Acquisition Price was approved by the Board of Directors of CPFL Energia, in view of the favorable recommendation of CPFL Energia's independent members of the Related Party Transactions Committee, based on the indicative price range contemplated in CPFL-R's shares appraisal report independently prepared, pursuant to the Material Fact disclosed on May 21, 2019.

CPFL Energia shall use the totality of the net funds obtained with the recently concluded CPFL Energia's public offering to fund the acquisition of the shares issued by CPFL-R.

The transaction will enable the creation of potential synergies between CPFL Energia and its subsidiaries, corresponding to a first step of a possible broader restructuring still to be evaluated involving CPFL Energia, CPFL-R and other subsidiaries.

CPFL-E and State Grid request the Chief Executive Officer of CPFL-R to disclose the terms of this letter, pursuant to the Brazilian Corporations Law and CVM's regulation, and remain available to provide further clarification to the Company on the transaction."

The Company shall disclose to its shareholders and to the market in general any progress that it receives about the subject matter of this Material Fact.

São Paulo, August 29, 2019

Fernando Mano

Chief Executive Officer