3.1.1     The rules provided for in this Policy must be complied with by all Sabesp Employees, even by those who have not sign the Statement of Adherence yet (Exhibit 2), as applicable.

3.1.2    This Policy sets forth specific rules that to the following people:

(i)  controlling shareholder;

(ii)  members of the statutory bodies;

(iii)  employees with access to Material Acts or Facts;

(iv)    Subsidiaries and Affiliates;

(v)  trusted third parties; and

(v) the Company, when holding its own Securities.

3.1.3     The Controlling Shareholder, through the State Capital Defense Council (CODEC), the Subsidiaries and Affiliates must be informed on the provisions and updates of this Policy.

3.1.4     People indicated on 3.1.2 (i) a (iii) must sign the Statement of Consent to this Policy (Appendix 2), to be filed at the Company’s headquarters as long as the person maintains a relationship with Sabesp, and for at least five years after the relationship is terminated.

3.1.5     The contract signed by the people indicated on 3.1.2 (iv) and (iv) must contain a clause providing for the confidentiality of Material Acts or Facts not yet disclosed to the market, and for compliance with the prohibitions included in Article 13 of ICVM 358/2002.

3.1.6     People indicated on 3.1.2 must ensure that their subordinates and trusted third parties observe the secrecy of undisclosed Material Acts or Facts, and are jointly responsible in the event of non-compliance, pursuant to ICVM 358/2002, Article 8.

3.1.7     Any failure to comply with this Policy may be subject to penalties by the CVM, without prejudice to civil, criminal and administrative liability by Sabesp or other bodies.

3.2.1     For the purposes of this Policy, Material Acts or Facts are considered (i) any decision by the controlling shareholder; (ii) any resolutions of a shareholders’ meeting or of the Company’s management bodies; or (iii) any other act or fact of a political or administrative, technical, business, economic or financial nature related to Company business, that could have a measurable influence on:

a)     the quoted price of Company securities or securities backed by them;

b)     investors’ decisions to buy, sell or hold these securities; or

c)     investors’ decisions to exercise any rights inherent to their condition as shareholders.

3.2.1.1  Some examples of potential Material Acts or Facts, in addition to those given in the sole paragraph of Article 2 of ICVM 358/2002 are:

a)   performance and financial results, and forecasts and expectations affecting them;

b)   publication of an Investment Plan;

c)   the election of a Chief Executive Officer or an Chief Financial Officer and Investor Relations Officer;

d)   the resignation or dismissal of a member of the management;

e)   decisions of the regulatory agency that have a significant impact on the Company, such as a tariff adjustment and/or tariff restructuring;

f)      legal proceedings with significant impact on the business;

g)   a significant reduction in water production due to restrictions on the main inputs used, such as water resources, electricity and chemical products;

h)   a change in the news channel used to disclose Material Acts or Facts; and

i)     the engagement or discharge of a market maker.

Duties and Responsibilities

3.2.2 The disclosure of Material Acts or Facts and Notice to the Market, as well as the filing at CVM/B3 of the communications listed in items 3.3.10 and 3.3.12 of this Policy, are primarily the responsibility of the Chief Financial Officer and Investor Relations Officer.

3.2.5 The Chief Financial Officer and Investor Relations Officer must inquire people indicated on

3.1.2 whether they are aware of Material Acts or Facts that should be disclosed to the market pursuant to ICVM 358/2002, Article 4, sole paragraph:

(i)     if the CVM or the stock exchange on which Sabesp’s securities are traded demands additional clarification of the Material Act or Fact;

(ii)   if there are unusual fluctuations in the quotation, price or volume of Sabesp securities traded, or securities backed by them; or

(iii)  If there is a leak to the media of a potential Material Act or Fact.

Method and channels of communication of Material Acts or Facts

3.2.6     Disclosure of Material Acts or Facts must be:

a)     immediate, comprehensive, equitable and simultaneous in all the markets where Company securities are traded;

b)     issued in writing, using simple, clear, objective and concise language, and the information given must be useful, true, complete and consistent, so as not to mislead the investor;

c)     made at least one (1) hour before the opening or, preferably, immediately after the close of business on B3 and the NYSE, using the CVM/B3 electronic system and the following channels of communication:

i.      the SEC electronic system;

ii.      the news website indicated in the Company’s records filed with the CVM;

iii.      domestic and international news agencies;

iv.      emails to registered addressees;

v.      the “investors” page of Sabesp’s website, at “www.sabesp.com.br/investidores”;

vi.      the Sabesp Corporate Portal;

d)     issued in English simultaneously with the disclosure in Portuguese.

3.2.11 Exceptionally, a Material Act or Fact may not be disclosed if its disclosure might put the legitimate interests of the Company at risk, and always by the discretion of the controlling shareholder or themanagement.

3.2.11.1  In the event that a Material Act or Fact is involuntarily released, or if there is an atypical movement in the price of securities issued by the Company or backed by them, it must be immediately disclosed as provided for in items 3.2.2 and 3.2.6, even if the information refers to transactions in progress (not concluded), preliminary negotiations, feasibility studies or mere intentions.

3.2.12 People indicated on 3.1.2 who have knowledge of any Material Act or Fact not yet disclosed as provided for in item 3.2.6:

(i) must keep it confidential, pursuant to Article 8 of ICVM 358/2002;

(ii)    may discuss it or comment on it only with the people directly involved in the matter in question;

(iii)  must ensure that their subordinates and trusted third parties keep it confidential, and are answerable jointly with them in case of non-compliance, pursuant to Article 8 of ICVM 358/2002;

(iv)  must not discuss or comment on it with family members or others;

(v)   must not discuss or comment on it in public places; and

(vi)  must not supply it to the press or reproduce it on social networks.

Notice to the Market

3.2.15 Other information that may be useful for shareholders and the market in general, but which does not represent a Material Act or Fact, must be disclosed in a Notice to the Market, at least on the CVM/B3 electronic system.

3.2.15.1  Some examples of Notice to the Market:

a)       Information, including press releases, which supplement but do not represent Material Acts or Facts (Article 3 paragraph 3 of ICVM 358/2002);

b)       information on live streaming with Company executives and/or representatives of the Controlling Shareholder that directly or indirectly address matters related to Sabesp, via digital platforms open to the public in general. For the purpose of this Policy, the term “executives” means Members of Statutory Bodies and representatives of Sabesp speaking on its behalf;

c)       material presented in meetings with analysts and market agents (Article 30-XIV of ICVM 480/2009) and in the live streaming described in item b) above;

d)       changes in the membership of the Audit Committee (Article 30-XXX of ICVM 480/2009);

e)       transactions with related parties (Article 30-XXXIIII and Appendix 30-XXXIIII of ICVM 480/2009);

f)        Information on a change in auditors (Article 28, ICVM 308/1999);

g)       other occasional information listed in Article 30 of ICVM 480/2009 or in CVM ordinances, as applicable;

h)       acquisition/disposal of a shareholding interest (Article 12 ICVM 358/2002); and

i)         clarifications to queries or questionings from CVM/B3, in terms of the corresponding request.

3.3       Trading in securities issued by Sabesp.

Acts or Facts, may trade in securities issued by Sabesp, or backed by them, including ADSs, in the following circumstances:

a)       when Material Acts or Facts are pending disclosure;

b)       during the 15-day period preceding an official announcement of quarterly information or annual financial statements, according to the Corporate Events Calendar;

c)       if the intention exists for the consolidation, full or partial spin-off, merger, transformation or corporate restructuring of the Company; or

d)       if they are aware of information on another entity which might affect the quotation, prices or traded volume of securities issued by Sabesp.

3.3.2  The blackout applies:

(i)     to direct and indirect trading in securities issued by Sabesp on stock exchanges and over- the-counter markets, organized or not, or without the intervention of a member of the distribution system;

(ii)    to lending of Sabesp’s securities; and

(iii)  to private deals.

3.3.4     Pursuant to Article 14 of ICVM 358/2002, the Board of Directors may not resolve on the purchase or sale of Company’s own issued shares until the Material Act or Fact has been disclosed, if:

a)       an agreement or contract has been executed for the transfer of shareholder control or an option or mandate has been granted for the same purpose; or

b)       the intention exists for the consolidation, full or partial spin-off, merger, transformation or corporate reorganization of the Company.

3.3.6     In the event that a member of a statutory body leaves office, they shall continue to be subject to the duty of confidentially and the prohibitions provided for in this Policy:

a)     until the respective Material Act or Fact has been disclosed to the market as provided for in item 3.2.6; or

b)     for a period of six (6) months after they leave the Company, whichever comes first.

a)  register with the Depositary Bank of the Company’s ADSs;

b)  trade in accordance with the US rules for capital markets, including, without limitation, the Securities Act of 1933, the Securities Exchange Act of 1934, and this Policy;

c)   trade in accordance with the Deposit Agreement in force between Sabesp, the Depositary Bank and the owners and holders of ADSs.

Individual Investment Plan

3.3.9 Pursuant to Article 15-A, paragraph 5, of ICVM 358/2002, people indicated on 3.1.2 are not entitled to set up an Individual Investment Plan, and they are expressly forbidden to trade in securities issued by Sabesp during the periods and under the terms of prohibitions defined in this Policy.

Communication of ownership

3.3.10 Ownership of and trading in securities issued by the Company must be communicated to the Company, through the Economic, Financial and Investor Relations Office, with copies to the Division of Capital Markets and Investor Relations and to the Investor Relations Department:

(i)     by the controlling shareholder, within five (5) days of each trade executed by the controlling shareholder or linked people, as provided for in the Novo Mercado Listing Regulations;

(ii)    by members of the statutory bodies, who must also give details of their Related People, at the time and in the form indicated in Articles 11 and 20 of ICVM 358/2002.

(iii)  by the Company itself and its subsidiaries and affiliates, pursuant to Articles 11 and 20 of ICVM 358/2002.

Communication of Trading in a Significant Shareholding Interest.

3.3.12 If the controlling shareholder or shareholders that elect members of the Board of Directors or the Fiscal Council, or any individual or legal entity, or group of people acting jointly or representing the same interests, execute a trade, as defined in paragraph 1 to 3 of Article 12 of ICVM 358/2002, they must inform the Company, through the Division of Capital Markets and Investor Relations, with a copy to the Investor Relations Department, in the manner and at the time indicated in Article 12 of ICVM 358/2002.

3.4.2 If employees fail to comply with this Policy they will be subject to the rules of Corporate Procedure PE-AU0007 – Investigation of Occurrences and Verification of Penalties, as

aplicable.

Related Documents

-

Registration Details

-

Files Attached (Supplementary to the Organizational Instrument)

PI0022v3 – Appendix 1 – Definitions

PI0022v3 – Appendix 2 – Statement of Consent

Controlling Shareholder

According to Federal Law 6,404/76 and ICVM 361/2002, a controlling shareholder is an individual or legal entity, fund or universality of rights, or a group of people linked by a voting arrangement, or under direct or indirect common control, that:

a) is the owner of partner rights assuring a permanent voting majority on resolutions at shareholders' meetings and the power to appoint a majority of the members of the board of directors; and

b) effectively uses its power to guide the corporate activities of the Company and influence the operation of its statutory bodies.

Sabesp shares

Shares representing the capital stock of Sabesp

Members of Management

Officers and members of the Company’s Board of Directors

ADS

American Depositary Share, a security traded in the United States representing Sabesp shares. ADSs can be attested by ADRs, or American Depositary Receipts.

B3

B3 S.A - Brasil Bolsa Balcão

Stock Exchange

B3, NYSE and any other stock exchanges or organized over-the counter markets where the Company’s securities are traded.

Corporate Events Calendar

A calendar published on the CVM/B3 website and on the Investor Relations website (www.sabesp.com.br/investidores) with the official dates of publication of annual financial statements (DFPs), quarterly information (ITRs), Annual Shareholders’ Meetings (AGMs), and other scheduled corporate events.

Affiliates

Companies over which Sabesp has significant influence, as defined in paragraphs 1, 4 and 5 of Art. 243 of Federal Law 6,404/1976.

Company or Sabesp

Companhia de Saneamento Básico do Estado de São Paulo – Sabesp

Subsidiaries

Companies controlled directly or indirectly by Sabesp, as defined in paragraph 2 of Art. 243 of Federal Law 6,404/1976.

CVM

Brazilian Securities Commission (http://www.cvm.gov.br/).

Derivative

A financial instrument backed by or relating to underlying financial assets, indices, indicators, rates, goods, currencies, energy assets, transport, commodities or any other variables.

Employee

Person who renders paid services to an employer on a non-sporadic basis, and to whom he/she must be subordinated, whatever their title, function or position in the Company.

Employee with access to Material Acts or Facts

Any employee who, by virtue of their title, function or position in Sabesp, its parent company, subsidiaries or affiliates, has access to any Material Acts or Facts.

An initial listing indicates that the following employees have potential access, permanently or on a one-off basis, to Material Acts or Facts, and so must sign the Statement of Consent (Appendix 2):

·    Executive Assistants;

·     Heads, Chief of Staff and the Ombudsman;

·    Advisors to the Executive Board;

·    Executive secretaries and permanent participants of statutory bodies meetings;

·    Department managers of the superintendencies responsible for the following matters: Accounting, Capital Markets and Investor Relations , Economic and Financial Controllership, Costs and Tariffs, Regulatory Affairs, Legal Affairs, Risk Management and Compliance, and Auditing, Communication and Integrated Planning;

·    Department Managers of Metropolitan Water Resources Department, , Technological Prospection and Intellectual Property Department.

The Executive Officers and the persons described above may designate other employees with potential access to material acts and facts, either in a permanent or eventual manner.

Employees holding the positions described above, as well as those designated by them, must sign the Statement of Consent to this Policy (Appendix 2)

Securities lending (lease)

A transaction whereby one investor (the lender) lends a fixed amount of securities to another (the borrower), for a fixed period, whether or not a rate is agreed between them. In general, the lender is a long-term investor, who is not planning to sell the assets, at least during the period of the agreement. The borrower, on the other hand, is an investor who needs the assets only for a short period of time, usually to execute a strategy or meet an existing investment commitment.

ICVM 358/2002

Brazilian Securities Commission Instruction No. 358, of January 3, 2002, as amended. Provides for the disclosure and use of Material Acts or Facts relating to publicly-held companies, the disclosure of information in securities trading, or the acquisition of a significant holding of shares of a public-held company; and establishes restrictions and conditions for trading in the shares of a publicly-held company when a material fact has not yet been disclosed to the market.

ICVM 361/2002

Brazilian Securities Commission Instruction No. 361, of March 5, 2002, as amended. Provides for the procedures for public offerings for the acquisition of shares of a publicly-held company, the registration of such offerings for cancelling the registration as a publicly-held company, through an increase in the holding of the controlling shareholder, disposal of control of a publicly-held company, for the acquisition of control of a publicly-held company involving an exchange of securities, or for an exchange of securities.

ICVM 480/2009

Brazilian Securities Commission Instruction No. 480, of December 7, 2009, as amended. Provides for the registration of issuers of securities admitted for trading on regulated markets.

Federal Law 6,385/1976

Law No. 6,385, of December 7, 1976, as amended. Provides for the securities market and creates the Securities Commission.

Federal Law 6,404/1976

Law No. 6,404, of December 15, 1976, as amended. provides for joint-stock companies (Brazilian Corporate Law).

Federal Law 13,303/2016

Law No. 13,303, of June 30, 2016. Provides for the legal regulations of government-owned and government-controlled companies and their subsidiaries, at the federal, state and municipal level.

Members of the Statutory Bodies

Members of the Board of Directors, Officers, members of the Fiscal Council (members and alternates), members of the Audit Committee, the Eligibility and Advisory Committee and any other bodies with technical or advisory functions, existing or to be created in the future by statutory ordinance of Sabesp.

Direct trades

Trades executed directly by the owner of a security.

Indirect trades

Trades executed through:

Related People; or

Third parties under a trust agreement or a portfolio or share management agreement.

Trades by investment funds in which Covered People hold shares are not considered to be indirect trades, and are not subject to the prohibitions of this Policy, provided that:

i.    the fund manager’s investment decisions cannot be influenced by the shareholders; and

ii.    the investment funds are not exclusive.

NYSE

The New York Stock Exchange.

Statutory Body

The Board of Directors, Officers, Fiscal Council, Audit Committee, Eligibility and Advisory Committee and any other bodies with technical or consultative functions, existing or to be created in the future by statutory ordinance of Sabesp.

Related Person

With regards to the natural persons stated in item 3.1.2 (ii) and, pursuant to CVM Instruction 358/2002, these are:

(i) spouse not separated judicially or extrajudicially;

(ii)  cohabitant;

(iii)  any dependent included in the annual tax return; and

(iv)  direct or indirect subsidiarires.

Tied Person

An individual or legal entity, fund or universality of rights which acts representing the same interests of another individual or legal entity, fund or universality of rights as defined in ICVM 361/2002.

Novo Mercado Listing Regulations

Regulations applicable to companies with shares traded in the special listing segment of B3 referred to as the Novo Mercado. Sabesp has been listed in this segment since 2002.

SEC

U.S. Securities and Exchange Commission

Securities Act of 1933

The Securities Act of 1933, as amended. A US law of 1933 setting rules for the disclosure of complete and fair information on securities, in order to protect investors against fraud.

http://legcounsel.house.gov/Comps/Securities%20Act%20Of%201933.pdf

Securities Exchange Act of 1934

The Securities Exchange Act of 1934, as amended. A US law on regulation of securities exchanges, enacted in 1934.

http://legcounsel.house.gov/Comps/Securities%20Exchange%20Act%20Of%201934.pdf

Trusted third parties

Any individual or legal entity that may have access to Material Acts or Facts as a result of a commercial or professional relationship, or a relationship of trust, with Sabesp, such as independent auditors, securities analysts, consultants and members of the securities distribution system.

Statement of Consent

Statement of consent to the Institutional Policy for Disclosure of Material Acts or Facts and Trading in Securities Issued by Sabesp, to be signed by the Covered People. A model is contained in Appendix 2 to the Policy.

Securities

Shares, debentures, promissory notes, subscription warrants, receipts and rights of subscription, and any other security listed in Article 2 of Federal Law 6.385/1976; and also ADSs, bonds and other securities traded in international markets equivalent to the items mentioned in Article 2 of Federal Law 6,385/1976.

Appendix

Statement of Consent

Number

0002

Linked to:

PI0022-v.4 – Disclosure of Material Acts or Facts and Trading in Securities Issued by Sabesp

STATEMENT OF CONSENT

to the Institutional Policy for Disclosure of Material Acts or Facts and Trading in Securities Issued by Sabesp

I, [name], [nationality], [marital status], [profession], TAX ID CPF No. [...], ID RG No. [...] [issuing body], resident and domiciled at [Rua, No., unit, City, State, CEP], as [function or title],

hereby confirm that I have received a copy and am aware of the terms and conditions of the Policy on Disclosure of Material Acts or Facts and Trading in Securities Issued by Sabesp – PI0022v.4, approved at the 865 Meeting of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo – SABESP, as required by ICVM 358/2002.

I hereby give my consent to the Policy and undertake to comply with all its terms and conditions. I also confirm that I am aware that failure to comply with the provisions of the Policy and of ICVM 358/2002 is a serious violation, for the purposes of paragraph 3 of Article 11 of Federal Law No. 6,385/76.

[city], [date]

___________________________________

[name]