Companhiade Eletricidade do Estado da Bahia COELBA : Internal Regulations of the Audit Committee

INTERNAL RULES OF PROCEDURE FOR THE AUDIT COMMITTEE OF

NEOENERGIA S.A.

CHAPTER I

NATURE, OBJECTIVE AND APPROVAL OF THE RULES OF PROCEDURE

Article1 - The Audit Committee ("Committee") of Neoenergia S.A. ("Company") is a statutory permanent and internal advisory body linked to the Board of Directors, with powers to inform, analyze and present proposals to the Board of Directors within the scope of its functions provided for in this document. The Internal Rules of the Audit Committee ("Regiment") Aims to establish the principles and forms of action and functioning of the Committee, observing the provisions of the Bylaws, in the shareholders' agreement filed at the Company's headquarters ("Shareholders agreement"), in the legislation in force, in particular Law No. 6.404, of December 15, 1976 ("Corporate Law"), the Company's Governance and Sustainability System and applicable regulations, in particular the Regulation B3 SA Novo Mercado - Brasil, Bolsa e Balcão ("Novo Mercado Regulation" and "B3").

Article 2- This Regulation is based on the Committee's independence and aims to develop its functions, determining its principles of action and establishing its internal operating regime. In turn, the objective of this Regulation is also to establish the structure for the relationship and exchange of information between the Committee and the corresponding committees, if any, of the Company's subsidiaries, so that, without prejudice to their independence, they can perform adequately their respective functions in accordance with the law and the respective corporate governance rules, ensuring in all cases compliance with the regulations applicable to each company.

Article 3- This Regiment and its changes must be proposed by the Chairman of the Committee or the majority of its members of the Committee and approved by the Board of Directors of the Company, and the proposed amendment must accompany justification about the causes and scope of the intended change.

CHAPTER II

COMMITTEE FUNCTIONS

Article 4- The Committee, as well as the Internal Audit Superintendence, will perform its functions with total autonomy.

Article 5- The Committee will have the following functions:

Internal Use

1. Regarding the Internal Audit:

1. Ensure the independence and efficiency of the Internal Audit so that it has sufficient resources and the necessary professional qualification to perform its functions in an optimized way.
   Approve the guidelines and annual action plans established by the Company's Internal Audit Superintendence.
2. Propose the annual Internal Audit budget for approval by the Board of Directors.
3. Propose to the Board of Directors the appointment, re-election and dismissal of the person responsible for Internal Audit and the formulation and evaluation of its annual objectives.
4. Inspect the Internal Audit, which will depend operationally on the Chairman of the Committee and hierarchically on the Chairman of the Board of Directors, and who will prepare the necessary information for the meetings in which the members of the Committee will participate. The person responsible for the Internal Audit must inform the Committee of any incident, irregularity or illegal act that may occur in the development of the annual activity plan, presenting it at the end of each year together with an activity report.
5. Monitor the activities of the Internal Audit and receive regular information on the activities carried out by the Internal Audit, to ensure that the guidelines and annual action plans are met.
6. Make the Company's officers comply with the conclusions and recommendations of the Internal Audit reports. The Committee may, through its chairman or the Committee Secretary at the request of the Committee Chairman, collect information and request the collaboration of any officer of the Company, which, at the discretion of the Committee members, may be communicated to the Chairman of the Board of Directors and the Chief Executive Officer of the Company.

1. Regarding the internal control and risk management systems:
   Internal Use

1. Follow the activities of the Company's internal controls area, as well as learn and analyze the financial information process and the internal control systems linked to the Company's risks, and ensure that the main risks and risk exposures of the Company are evaluated, monitored, identified, managed and duly reported, thus identifying: (i) different types of risks that the Company may face, including financial or economic risks, contingent liabilities and other risks not arising from balance sheets, non-financial ones (including operational risks, legal, technological, social, environmental, political, reputational or related to corruption); (ii) the necessary measures to mitigate the impact of any risk, if any of them materialize; and (iii) the information and internal monitoring systems that will be used to monitor and manage such risks, including contingent liabilities or risks not arising from balance sheets.
2. Analyze, together with the Independent Auditor, the Internal Audit and the Executive Board, verifying: (a) the adequacy and efficiency of the internal control systems (including any deficiency or significant change in the internal controls reported to the Committee by the Independent Auditors), accounting practices, information controls and procedures (and their corresponding management reports) of the Company; and (b) current trends and accounting updates, and take the necessary measures in this regard.

1. Regarding the Independent Audit:

1. Regarding the Company's Independent Auditor, (a) propose to the Board of Directors the conditions for hiring the Independent Auditor; and (b) opine on the hiring and dismissal of the Independent Auditor.
2. Ensure the independence of the Independent Auditor, receiving from them periodic information on any activity that may put such independence at risk.
3. Receive regular reports from the Independent Auditor on matters and updates in accounting and auditing legislation and auditing practices in effect from time to time.
4. Receive written confirmation of independence from the Independent Auditor regarding the Company, as well as information about additional services of any class provided by the Independent Auditor or by the persons or entities linked to it, in accordance with applicable regulations.

Internal Use

1. Issue annually, before the issuance of the Audit Reports, a report on the independence of the Independent Auditor. This report should address, in all cases, the provision of additional services mentioned in the previous item.
2. Analyze, together with the Independent Auditor, the significant deficiencies in the internal control system that can be detected and review the content of the Audit Reports before they are issued, avoiding reservations after they are ready, and evaluate the results of each audit, verifying the response of the Company's Executive Board to its recommendations.
3. To serve as a communication channel between the Board of Directors and the Independent Auditor, from whom the Committee will receive regular information about the audit plan and the results of its execution.

1. Regarding the process for preparing the Company's financial information:

1. Supervise the process for the preparation, transparency and integrity of the Company's economic and financial information. In this regard, the Committee should ensure that the interim financial statements are prepared in accordance with the same accounting standards as the annual financial statements, proposing changes in accounting policies and practices in accordance with the Company's general accounting policies and practices.
2. Obtain and analyze the approvals of the management of the Company's periodic financial reports with respect to the laws, regulations and other applicable rules regarding the content and preparation of such financial reports. In this context, the Committee should evaluate the Company's quarterly information, interim statements and financial statements.
3. Verify compliance with legal requirements and the correct application of the principles and practices of accounting and financial information that may be applicable in relation to the Company's annual accounting.

1. In relation to the Company's non-financial information:

1. On the basis of the available sources of internal information (with reports from the Internal Audit superintendence, from other areas or the analysis and opinion of the

Internal Use

Company's management supervising the process of preparation and presentation, clarity and completeness of the Company's non-financial information and subsidiaries.

1. Inform the sustainability committee about the process of preparing and presenting non- financial information, as well as about the clarity and integrity of its content. This report will be issued before the report that will be issued by the sustainability committee on said non-financial information for approval by the Board of Directors.

1. In relation to cases of irregular or improper financial conduct:

1. In coordination with the Company's Compliance Superintendence, establish and supervise channels that allow confidential communication and, as necessary, anonymously, regarding any irregularities due to non-compliance with legal and normative provisions applicable to the Company, as well as regulations and internal codes, especially those of a financial and accounting nature, considering, in each case, the applicable regulations regarding the protection of the provider and the confidentiality of information, as well as the basic rights of the parties involved.
2. Carry out the necessary investigations regarding third party claims against the Company or irregular or anomalous conduct, in accordance with the provisions of the item above.
3. Inform the Board of Directors, before taking the necessary decisions for the creation and acquisition, by the Company or its subsidiaries, of interests in special purpose companies or entities domiciled in countries or territories considered to be tax havens, as well as any other transaction or operation of a similar nature which, due to its complexity, may call into question the transparency of the Company and the Iberdrola Group.

1. In relation to compliance with the Corporate Tax Policy:

1. It will issue an annual report to the Board of Directors on the degree of compliance with the Corporate Tax Policy and on the applied tax criteria.
2. Evaluate, monitor and review the Company's internal policies and procedures, to check their effectiveness in preventing inappropriate conduct, and recommend the correction or improvement of the Company's internal policies so that they are more effective in

Internal Use