Common use of Execution by the Parties Clause in Contracts

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS ENERGY CORPORATION By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC TRUIST SECURITIES, INC. XXXXX FARGO SECURITIES, LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, ,” “signed,” and “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, including the Federal Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Sxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL INC. X.X. XXXXXX Confirmed and accepted as of the date first written above: UBS SECURITIES LLC TRUIST SECURITIES, INCMXXXXX SXXXXXX & CO. XXXXX LLC WXXXX FARGO SECURITIES, LLC PNC RBC CAPITAL MARKETS MARKETS, LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director X.X. J.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Txxx Xxxxxxx Name: Xxxxxx Xxxxxxxxx Txxx Xxxxxxx, Managing Director Title: Head of DCM Syndicate Americas By: /s/ Ixxx Xxxxxxxx Name: Ixxx Xxxxxxxx, Executive Director Title: DCM Syndicate Americas By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director TRUIST SECURITIES, INC. By: /s/ Cxxxxxx Xxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Xxxxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Sxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Sxxxx X. Xxxxxxxx Title: Director Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000Authorized Signatory

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS Confirmed and accepted as of the date first written above: SCOTIA CAPITAL (USA) INC. X.X. XXXXXX SECURITIES LLC TRUIST SECURITIESU.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIESXXXXXXX CAPITAL MARKETS, LLC PNC SCOTIA CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL (USA) INC. By: /s/ Xxxxxx Xxxxx Xxxx Xxxx Name: Xxxxxx Xxxxx Xxxx Xxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST SECURITIES& Head U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxx Xxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Barclays Vice President Scotia Capital (USA) Inc. 000 Xxxxxxx Xxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10281 Attention: Syndicate Registration Debt Capital Markets Facsimile: (000) 000-00000000 U.S. Bancorp Investments, Inc. 000 Xxxxx Xxxxx Xxxxxx, 26th Floor Charlotte, North Carolina 28202 Attention: High Grade Syndicate Facsimile: (000) 000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities Scotia Capital (USA) Inc. $ 139,500,000 $ 139,034,070 U.S. Bancorp Investments, Inc. $ 139,500,000 $ 139,034,070 Xxxxxxx Capital Markets, LLC $ 21,000,000 $ 20,929,860 Total $ 300,000,000 $ 298,998,000 Final Term Sheet attached as Annex A hereto. None. Issuer: Consumers Energy Company Securities: 0.35% First Mortgage Bonds due 2023 Aggregate Principal Amount Offered: $300,000,000 Maturity Date: June 1, 2023 Coupon: 0.35% Yield to Maturity: 0.364% Spread to Benchmark Treasury: +20 basis points Benchmark Treasury Security: 0.125% due November 30, 2022 Benchmark Treasury Price and Yield: 99-29+; 0.164% Interest Payment Dates: June 1 and December 1 First Interest Payment Date: June 1, 2021 Record Dates: May 15 and November 15 Public Offering Price: 99.966% Optional Redemption: Make-whole call at any time prior to May 1, 2023 at the Treasury rate plus 5 basis points and, thereafter, at par Trade Date: December 2, 2020 Settlement Date: December 14, 2020 (T+8) Expected Ratings (Xxxxx’x / S&P / Fitch): ____ (____) / ____ (____) / ____ (____) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: Scotia Capital (USA) Inc. U.S. Bancorp Investments, Inc. Co-Manager: Xxxxxxx Capital Markets, LLC CUSIP/ISIN: 210518 DM5 / US210518DM50 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 28, 2020; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Sxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL Confirmed and accepted as of the date first written above: MUFG SECURITIES AMERICAS INC. X.X. XXXXXX SECURITIES RBC CAPITAL MARKETS, LLC TRUIST SECURITIES, INC. XXXXX WXXXX FARGO SECURITIES, LLC PNC BNP PARIBAS SECURITIES CORP. SCOTIA CAPITAL MARKETS LLC (USA) INC. LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Lxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxx Lxx Xxxxxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES RBC CAPITAL MARKETS, LLC By: /s/ Xxxxxx Xxxxxxxxx Sxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxxxx Sxxxx X. Xxxxxxxx Title: Executive Director TRUIST Authorized Signatory WXXXX FARGO SECURITIES, INC. LLC By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director By: /s/ Xxxxxxx Cxxxxxx Xxxxxx Name: Xxxxxxx Cxxxxxx Xxxxxx Title: Managing Director Barclays Capital MUFG Securities Americas Inc. 000 Xxxxxxx 1000 Xxxxxx Xxx Xxxxxx xxx Xxxxxxxx, Xxx Xxxx 00000 0xx Xxxxx New York, New York 10020 Attention: Syndicate Registration Capital Markets Group Facsimile: (000) 000-00000000 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Attention: DCM Transaction Management Facsimile: (000) 000-0000 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: Transaction Management Facsimile: (000) 000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities MUFG Securities Americas Inc. $ 112,500,000 $ 111,768,750 RBC Capital Markets, LLC $ 112,500,000 $ 111,768,750 Wxxxx Fargo Securities, LLC $ 112,500,000 $ 111,768,750 BNP Paribas Securities Corp. $ 71,000,000 $ 70,538,500 Scotia Capital (USA) Inc. $ 71,000,000 $ 70,538,500 Loop Capital Markets LLC $ 20,500,000 $ 20,366,750 Total $ 500,000,000 $ 496,750,000 Final Term Sheet attached as Annex A hereto. None. Issuer: Consumers Energy Company Securities: 4.90% First Mortgage Bonds due 2029 Aggregate Principal Amount Offered: $500,000,000 Maturity Date: February 15, 2029 Coupon: 4.90% Yield to Maturity: 4.910% Spread to Benchmark Treasury: +75 basis points Benchmark Treasury Security: 4.125% due July 31, 2028 Benchmark Treasury Price and Yield: 99-27; 4.160% Interest Payment Dates: February 15 and August 15 First Interest Payment Date: February 15, 2024 Record Dates: February 1 and August 1 Public Offering Price: 99.950% Optional Redemption: Make-whole call at any time prior to December 15, 2028 at the Treasury rate plus 15 basis points and, thereafter, at par Trade Date: July 31, 2023 Settlement Date: August 4, 2023 (T+4) Expected Ratings (Mxxxx’x / S&P / Fitch): ____ (____) / ____ (____) / ____ (____) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: MUFG Securities Americas Inc. RBC Capital Markets, LLC Wxxxx Fargo Securities, LLC BNP Paribas Securities Corp. Scotia Capital (USA) Inc. Co-Manager: Loop Capital Markets LLC CUSIP/ISIN: 210518 DV5 / US210518DV59 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 27, 2023; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, ,” “signed,” and “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to or the extent not prohibited under governing documents) Confirmations, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, including the Federal Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us counterparts the Company a counterpart hereof, andwhereupon this instrument, upon the acceptance hereof by youalong with all counterparts, this letter and such acceptance hereof shall constitute will become a binding agreement between each of among the Underwriters Agents, the Forward Sellers, the Forward Purchasers and the CompanyCompany in accordance with its terms. Very truly yours, CMS ENERGY CORPORATION By: /s/ Xxxxxxxx Sxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC TRUIST as of the date first above written: BOFA SECURITIES, INC. XXXXX FARGO SECURITIES., LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: as Agent and Forward Seller By /s/ Xxxxxx Axxxx Xxxxx Name: Xxxxxx Axxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: BANK OF AMERICA, N.A., as Forward Purchaser By /s/ Xxxxxx Xxxxxxxxx Jxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxx Jxxx Xxxxxxxxxx Title: Managing Director MXXXXX SXXXXXX & CO. LLC, as Agent and Forward Seller By /s/ Jxxxx X. Xxxxx Name: Jxxxx X. Xxxxx Title: Executive Director TRUIST SECURITIESMXXXXX SXXXXXX & CO. LLC, INC. By: as Forward Purchaser By /s/ Xxxxxx Xxxxxxxxxx Jxxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Jxxxx X. Xxxxx Title: Executive Director By: as Agent and Forward Seller By /s/ Xxxxxxx Xxxxxx Mxxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Mxxxxxx Xxxxx Title: Managing Director Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx XxxxROYAL BANK OF CANADA, Xxx as Forward Purchaser By /s/ Bxxxx Xxxx 00000 AttentionName: Syndicate Registration FacsimileBxxxx Xxxx Title: Managing Director SCOTIA CAPITAL (000USA) 000-0000INC., as Agent and Forward Seller By /s/ Jxxx Xxxxxxxxxxxxx Name: Jxxx Xxxxxxxxxxxxx Title: Managing Director THE BANK OF NOVA SCOTIA, as Forward Purchaser By /s/ Jxxx Xxxxxxxxxxxxx Name: Jxxx Xxxxxxxxxxxxx Title: Managing Director

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: BARCLAYS CAPITAL INC. X.X. XXXXXX BOFA SECURITIES, INC. MIZUHO SECURITIES USA LLC CITIGROUP GLOBAL MARKETS INC. PNC CAPITAL MARKETS LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. XXXXX FARGO COMERICA SECURITIES, LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. XXXXXX X. XXXXXXX & COMPANY, INC. By: /s/ Xxxxxx Xxx Xxxxx Name: Xxxxxx Xxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxx Xxxxxx Xxxxxxxxxx Title: Managing Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxx X. Xxxxx Xxxxxxxx Title: Managing Director Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-00000000 BofA Securities, Inc. 000 Xxxx 00xx Xxxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Attention: High Grade Debt Capital Markets Transaction Management/Legal Facsimile: (000) 000-0000 Mizuho Securities USA LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Debt Capital Markets Facsimile: (000) 000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities Barclays Capital Inc. $ 123,200,000 $ 121,722,832 BofA Securities, Inc. $ 123,200,000 $ 121,722,832 Mizuho Securities USA LLC $ 123,200,000 $ 121,722,832 Citigroup Global Markets Inc. $ 66,500,000 $ 65,702,665 PNC Capital Markets LLC $ 66,500,000 $ 65,702,665 SMBC Nikko Securities America, Inc. $ 66,500,000 $ 65,702,665 Truist Securities, Inc. $ 66,500,000 $ 65,702,665 Comerica Securities, Inc. $ 46,900,000 $ 46,337,669 Xxxxxx X. Xxxxxxx & Company, Inc. $ 17,500,000 $ 17,290,175 Total $ 700,000,000 $ 691,607,000 Final Term Sheet attached as Annex A hereto. None. Issuer: Consumers Energy Company Securities: 4.625% First Mortgage Bonds due 2033 Aggregate Principal Amount Offered: $700,000,000 Maturity Date: May 15, 2033 Coupon: 4.625% Yield to Maturity: 4.691% Spread to Benchmark Treasury: +97 basis points Benchmark Treasury Security: 3.500% due February 15, 2033 Benchmark Treasury Price and Yield: 98-05+; 3.721% Interest Payment Dates: May 15 and November 15 First Interest Payment Date: November 15, 2023 Record Dates: May 1 and November 1 Public Offering Price: 99.451% Optional Redemption: Make-whole call at any time prior to November 15, 2032 at the Treasury rate plus 15 basis points and, thereafter, at par Trade Date: February 13, 2023 Settlement Date: February 23, 2023 (T+7) Expected Ratings (Moody’s / S&P / Fitch): ____ (____) / ____ (____) / ____ (____) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: Barclays Capital Inc. BofA Securities, Inc. Mizuho Securities USA LLC Citigroup Global Markets Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Co-Managers: Comerica Securities, Inc. Xxxxxx X. Xxxxxxx & Company, Inc. CUSIP/ISIN: 210518 DU7 / US210518DU76 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting (Conflicts of Interest)”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 28, 2020; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Jxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxxxx Jxxxx X. Xxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL Confirmed and accepted as of the date first written above: CITIGROUP GLOBAL MARKETS INC. X.X. J.X. XXXXXX SECURITIES LLC TRUIST MUFG SECURITIES AMERICAS INC. RBC CAPITAL MARKETS, LLC SCOTIA CAPITAL (USA) INC. SMBC NIKKO SECURITIES AMERICA, INC. WXXXX FARGO SECURITIES, LLC COMERICA SECURITIES, INC. XXXXX FARGO SECURITIES, LLC PNC KEYBANC CAPITAL MARKETS LLC INC. LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL J.X. XXXXXX SECURITIES LLC MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Xxxxx Rxxxxx Xxxxxxxxx By: /s/ Lxx Xxxxxxxxxxxx Name: Xxxxxx Xxxxx Rxxxxx Xxxxxxxxx Name: Lxx Xxxxxxxxxxxx Title: Executive Director Title: Managing Director X.X. XXXXXX SECURITIES WXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director By: /s/ Xxxxxxx Cxxxxxx Xxxxxx Name: Xxxxxxx Cxxxxxx Xxxxxx Title: Managing Director Barclays Capital Inc. 000 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10179 Attention: Investment Grade Syndicate Registration Desk Facsimile: (000) 000-00000000 MUFG Securities Americas Inc. 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Attention: Capital Markets Group Facsimile: (000) 000-0000 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: Transaction Management Facsimile: (000) 000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities J.X. Xxxxxx Securities LLC $ 98,700,000 $ 97,885,725 MUFG Securities Americas Inc. $ 98,700,000 $ 97,885,725 Wxxxx Fargo Securities, LLC $ 98,700,000 $ 97,885,725 Citigroup Global Markets Inc. $ 76,300,000 $ 75,670,525 RBC Capital Markets, LLC $ 76,300,000 $ 75,670,525 Scotia Capital (USA) Inc. $ 76,300,000 $ 75,670,525 SMBC Nikko Securities America, Inc. $ 76,300,000 $ 75,670,525 Comerica Securities, Inc. $ 32,900,000 $ 32,628,575 KeyBanc Capital Markets Inc. $ 32,900,000 $ 32,628,575 Loop Capital Markets LLC $ 32,900,000 $ 32,628,575 Total $ 700,000,000 $ 694,225,000 Final Term Sheet attached as Annex A hereto. None. Issuer: Consumers Energy Company Securities: 4.70% First Mortgage Bonds due 2030 Aggregate Principal Amount Offered: $700,000,000 Maturity Date: January 15, 2030 Coupon: 4.70% Yield to Maturity: 4.748% Spread to Benchmark Treasury: +68 basis points Benchmark Treasury Security: 4.000% due July 31, 2029 Benchmark Treasury Price and Yield: 99-22 ¼; 4.068% Interest Payment Dates: January 15 and July 15 First Interest Payment Date: January 15, 2025 Record Dates: January 1 and July 1 Public Offering Price: 99.775% of the principal amount Optional Redemption: Make-whole call at any time prior to November 15, 2029 at the Treasury rate plus 15 basis points and, thereafter, at par Trade Date: July 29, 2024 Settlement Date: August 5, 2024 (T+5) Expected Ratings (Mxxxx’x / S&P / Fitch): ____ (____) / ____ (____) / ____ (____) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: Citigroup Global Markets Inc. J.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. RBC Capital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Wxxxx Fargo Securities, LLC Co-Managers: Comerica Securities, Inc. KeyBanc Capital Markets Inc. Loop Capital Markets LLC CUSIP/ISIN: 210518 DX1 / US210518DX16 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 27, 2023; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “,” signed,” and “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to or the extent not prohibited under governing documents) Confirmations, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, including the Federal Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us counterparts the Company a counterpart hereof, andwhereupon this instrument, upon the acceptance hereof by youalong with all counterparts, this letter and such acceptance hereof shall constitute will become a binding agreement between each of among the Underwriters Agents, the Forward Sellers, the Forward Purchasers and the CompanyCompany in accordance with its terms. Very truly yours, CMS ENERGY CORPORATION By: /s/ Xxxxxxxx Xxxxxxxxx Rxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxxxx Rxxxx X. Xxxxx Title: Executive Vice President and Treasurer Chief Financial Officer as of the date first above written: BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC TRUIST SECURITIES., INC. XXXXX FARGO SECURITIES, LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: as Agent and Forward Seller By /s/ Xxxxxx Rxxxxx Xxxxx Name: Xxxxxx Rxxxxx Xxxxx Title: Managing Director X.X. BARCLAYS BANK PLC, as Forward Purchaser By /s/ Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Managing Director J.X. XXXXXX SECURITIES LLC By: LLC, as Agent and Forward Seller By /s/ Xxxxxx Xxxxxxxxx Sxxxxxx Xxxxx Name: Xxxxxx Xxxxxxxxx Sxxxxxx Xxxxx Title: Executive Managing Director TRUIST SECURITIESJPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Forward Purchaser By /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director as Agent and Forward Seller By /s/ Cxxxxxxxxxx Xxxxx Name: Cxxxxxxxxxx Xxxxx Title: Managing Director, Equity Capital Markets KEYBANC CAPITAL MARKETS INC. By., as Forward Purchaser By /s/ Cxxxxxxxxxx Xxxxx Name: Cxxxxxxxxxx Xxxxx Title: Managing Director, Equity Capital Markets MIZUHO SECURITIES USA LLC, as Agent and Forward Seller By /s/ Xxxxxx Jxxxx Xxxxx Name: Jxxxx Xxxxx Title: Authorized Signatory MIZUHO MARKETS AMERICAS LLC, as Forward Purchaser By /s/ Mxxxxxx X. Xxxxxxxxxx Name: Xxxxxx Mxxxxxx X. Xxxxxxxxxx Title: Authorized Signatory RBC CAPITAL MARKETS, LLC, as Agent and Forward Seller By /s/ Yxxxx Xxx Name: Yxxxx Xxx Title: Managing Director ByROYAL BANK OF CANADA, as Forward Purchaser By /s/ Bxxxx Xxxx Name: Bxxxx Xxxx Title: MD SCOTIA CAPITAL (USA) INC., as Agent and Forward Seller By /s/ Xxxxxxx Txx Xxxx Name: Txx Xxxx Title: Managing Director THE BANK OF NOVA SCOTIA, as Forward Purchaser By /s/ Mxxxxxx Xxxxxx Name: Xxxxxxx Mxxxxxx Xxxxxx Title: Director Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000Managing Director

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Jxxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxxxx Jxxxx X. Xxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL Confirmed and accepted as of the date first written above: DEUTSCHE BANK SECURITIES INC. X.X. XXXXXX GXXXXXX SXXXX & CO. LLC MIZUHO SECURITIES USA LLC MXXXXX SXXXXXX & CO. LLC TRUIST SECURITIES, INC. XXXXX FARGO SECURITIESU.S. BANCORP INVESTMENTS, LLC INC. BNP PARIBAS SECURITIES CORP. PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL ACADEMY SECURITIES, INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST FIFTH THIRD SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Bxx Xxxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Bxx Xxxxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Kxxxx Xxxxx Name: Kxxxx Xxxxx Title: Director GXXXXXX SXXXX & CO. LLC By: /s/ Kxxxx Xxxxxx Name: Xxxxxxx Kxxxx Xxxxxx Title: Managing Director Barclays Capital MIZUHO SECURITIES USA LLC By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Managing Director Deutsche Bank Securities Inc. 000 Xxxxxxx 1 Xxxxxxxx Xxxxxx Xxx XxxxNew York, Xxx Xxxx 00000 New York 10019 Attention: Debt Capital Markets Syndicate Registration Facsimile: (000) 000-00000000 With a copy to: General Counsel Email: dxxxxxxxxxxx.xxxxxxxxx@xxxx.xx.xxx Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx New York, New York 10282 Attention: Prospectus Department Facsimile: (000) 000-0000 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 Attention: Debt Capital Markets Facsimile: (000) 000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities Deutsche Bank Securities Inc. $ 100,200,000 $ 99,366,336 Gxxxxxx Sxxxx & Co. LLC $ 100,200,000 $ 99,366,336 Mizuho Securities USA LLC $ 100,200,000 $ 99,366,336 Mxxxxx Sxxxxxx & Co. LLC $ 58,200,000 $ 57,715,776 Truist Securities, Inc. $ 58,200,000 $ 57,715,776 U.S. Bancorp Investments, Inc. $ 58,200,000 $ 57,715,776 BNP Paribas Securities Corp. $ 41,400,000 $ 41,055,552 PNC Capital Markets LLC $ 41,400,000 $ 41,055,552 Academy Securities, Inc. $ 21,000,000 $ 20,825,280 Fifth Third Securities, Inc. $ 21,000,000 $ 20,825,280 Total $ 600,000,000 $ 595,008,000 Final Term Sheet attached as Annex A hereto. None. January 2, 2024 Issuer: Consumers Energy Company Securities: 4.60% First Mortgage Bonds due 2029 Aggregate Principal Amount Offered: $600,000,000 Maturity Date: May 30, 2029 Coupon: 4.60% Yield to Maturity: 4.650% Spread to Benchmark Treasury: +73 basis points Benchmark Treasury Security: 3.750% due December 31, 2028 Benchmark Treasury Price and Yield: 99-7+; 3.920% Interest Payment Dates: May 30 and November 30 First Interest Payment Date: May 30, 2024 Record Dates: May 15 and November 15 Public Offering Price: 99.768% Optional Redemption: Make-whole call at any time prior to March 30, 2029 at the Treasury rate plus 15 basis points and, thereafter, at par Trade Date: January 2, 2024 Settlement Date: January 9, 2024 (T+5) Expected Ratings (Moody’s / S&P / Fitch): ____ (____) / ____ (____) / ____ (____) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: Deutsche Bank Securities Inc. Gxxxxxx Sxxxx & Co. LLC Mizuho Securities USA LLC Mxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. U.S. Bancorp Investments, Inc. Co-Managers: BNP Paribas Securities Corp. PNC Capital Markets LLC Academy Securities, Inc. Fifth Third Securities, Inc. CUSIP/ISIN: 210518 DW3 / US210518DW33 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 27, 2023; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, ,” “signed,” and “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, including the Federal Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION ByCOMPANY BY: /s/ Xxxxxxxx /S/ Sxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL Confirmed and accepted as of the date first written above: UBS SECURITIES LLC DEUTSCHE BANK SECURITIES INC. X.X. RBC CAPITAL MARKETS, LLC J.X. XXXXXX SECURITIES LLC TRUIST SECURITIES, INCMXXXXX SXXXXXX & CO. XXXXX FARGO SECURITIES, LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Txxx Xxxxxxx Name: Xxxxxx Xxxxx Txxx Xxxxxxx, Managing Director Title: Head of DCM Syndicate Americas By: /s/ Ixxx Xxxxxxxx Name: Ixxx Xxxxxxxx, Executive Director Title: DCM Syndicate Americas By: /s/ Bxxxxxx Xxxxxxxxxxx Name: Bxxxxxx Xxxxxxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Rxxx X. Xxxxxxxxxx Name: Xxxxxx Rxxx X. Xxxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxx Sxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Sxxxx X. Xxxxxxxx Title: Director Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000Authorized Signatory

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS ENERGY CORPORATION By: /s/ Xxxxxxxx Xxxxxxxxx Txxx Xxxxxx Name: Xxxxxxxx Xxxxxxxxx Txxx Xxxxxx Title: Vice President Assistant Treasurer Confirmed and Treasurer BARCLAYS CAPITAL INC. X.X. XXXXXX SECURITIES LLC TRUIST accepted as of the date first written above: BOFA SECURITIES, INC. XXXXX MXXXXX SXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC WXXXX FARGO SECURITIES, LLC PNC FIFTH THIRD SECURITIES, INC. KEYBANC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. SMBC NIKKO SECURITIES AMERICA, INC. CXXXXXX CAPITAL MARKETS, LLC BOFA SECURITIES, INC. MXXXXX SXXXXXX & CO. LLC By: /s/ Dxxxx Xxxxxx Xxxxx By: /s/ Yurij Slyz Name: Dxxxx Xxxxxx Xxxxx Name: Yurij Slyz Title: Managing Director X.X. XXXXXX SECURITIES Title: Executive Director RBC CAPITAL MARKETS, LLC WXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST SECURITIES, INC. Sxxxx X. Xxxxxxxx By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director By: /s/ Xxxxxxx Cxxxxxx Xxxxxx Name: Xxxxxxx Sxxxx X. Xxxxxxxx Name: Cxxxxxx Xxxxxx Title: Authorized Signatory Title: Managing Director Barclays Capital BofA Securities, Inc. 000 Xxxxxxx Xxxxxx 1000 Xxxxxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration High Grade Transaction Management/Legal Facsimile: (000) 200-000-00000000 Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Banking Division Facsimile: 200-000-0000 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Attention: Transaction Management Group Facsimile: 200-000-0000 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: Transaction Management Facsimile: 700-000-0000 Underwriters Number of Shares of Securities BofA Securities, Inc. 1,570,000 Mxxxxx Sxxxxxx & Co. LLC 1,570,000 RBC Capital Markets, LLC 1,570,000 Wxxxx Fargo Securities, LLC 1,570,000 Fifth Third Securities, Inc. 900,000 KeyBanc Capital Markets Inc. 900,000 SMBC Nikko Securities America, Inc. 900,000 Cxxxxxx Capital Markets, LLC 220,000 Total 9,200,000 Final Term Sheet attached as Annex A hereto. None. Issuer: CMS Energy Corporation (the “Issuer”) Security: Depositary Shares (“Depositary Shares”), each representing a 1/1,000th interest in a share of Issuer’s 4.200% Cumulative Redeemable Perpetual Preferred Stock, Series C (“Preferred Stock”) Authorized Shares of Preferred Stock: 9,200 Liquidation Preference: $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share) plus accumulated and unpaid dividends Size: $230,000,000 (9,200,000 Depositary Shares) Term: Perpetual Dividend Rate (Cumulative): 4.200% per annum Dividend Payment Dates: Quarterly in arrears on January 15, April 15, July 15 and October 15 of each year, commencing on October 15, 2021 Optional Redemption: Issuer may, at its option, redeem the Preferred Stock: Par Call: • in whole or in part, from time to time, on or after July 15, 2026, at a redemption price in cash equal to $25,000 per share of Preferred Stock (equivalent to $25.00 per Depositary Share); or Ratings Event Call: • in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process instituted by Issuer following the occurrence of a Ratings Event (as defined in Issuer’s Preliminary Prospectus Supplement dated June 24, 2021), or, if no review or appeal process is available or sought with respect to such Ratings Event, at any time within 120 days after the occurrence of such Ratings Event, at a redemption price in cash equal to $25,500 per share of Preferred Stock (equivalent to $25.50 per Depositary Share) plus, in each case, but subject to certain exceptions, all accumulated and unpaid dividends (whether or not declared) to, but excluding, the redemption date Public Offering Price: 100.000% ($25.00 per Depositary Share) Underwriting Discount: $0.7875 per Depositary Share for retail investors $0.5000 per Depositary Share for institutional investors

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Sxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer Confirmed and accepted as of the date first written above: BARCLAYS CAPITAL INC. X.X. J.X. XXXXXX SECURITIES LLC TRUIST MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. DEUTSCHE BANK SECURITIES INC. COMERICA SECURITIES, INC. XXXXX FARGO ACADEMY SECURITIES, LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC INC. BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director X.X. J.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Rxxxxx Xxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Xxxxxx Rxxxxx Xxxxx Name: Rxxxxx Xxxxxxxxx Title: Managing Director Title: Executive Director TRUIST SECURITIES, MIZUHO SECURITIES USA LLC MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director W. Sxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxx Rxxxxxx Xxxxx Name: Xxxxxxx Xxxxxx W. Sxxxx Xxxxxxxx Name: Rxxxxxx Xxxxx Title: Managing Director Title: Managing Director Barclays Capital Inc. 000 700 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Facsimile: (000) 000-0000

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “signed” and “signature” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, the Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS Confirmed and accepted as of the date first written above: XXXXXXX XXXXX & CO. LLC XXXXXX XXXXXXX & CO. LLC RBC CAPITAL INC. X.X. XXXXXX SECURITIES MARKETS, LLC TRUIST SECURITIES, INC. XXXXX FARGO SECURITIES, LLC PNC CAPITAL MARKETS LLC LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Xxx Xxxxxxx Name: Xxxxxx Xxxxx Xxx Xxxxxxx Title: Managing Director X.X. Vice President XXXXXX SECURITIES XXXXXXX & CO. LLC By: /s/ Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxxxx Xxxxxx Xxxxxxxxx Title: Executive Director TRUIST SECURITIESMD RBC CAPITAL MARKETS, INC. LLC By: /s/ Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx Xxxxx X. Xxxxxxxx Title: Director Authorized Signatory XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Barclays Capital Inc. Xxxxxxx Xxxxx & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Prospectus Department Facsimile: (000) 000-0000000-0000 Xxxxxx Xxxxxxx & Co. LLC 0000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Banking Division Facsimile: 000-000-0000 RBC Capital Markets, LLC Brookfield Place 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Attention: Transaction Management Group Facsimile: 000-000-0000 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: Transaction Management Facsimile: 000-000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities Xxxxxxx Xxxxx & Co. LLC $ 95,625,000 $ 94,873,387.50 Xxxxxx Xxxxxxx & Co. LLC $ 95,625,000 $ 94,873,387.50 RBC Capital Markets, LLC $ 95,625,000 $ 94,873,387.50 Xxxxx Fargo Securities, LLC $ 95,625,000 $ 94,873,387.50 Loop Capital Markets LLC $ 42,500,000 $ 42,165,950.00 Total $ 425,000,000 $ 421,659,500.00 Final Term Sheet attached as Annex A hereto. None. Issuer: Consumers Energy Company Securities: 4.65% First Mortgage Bonds due 2028 Aggregate Principal Amount Offered: $425,000,000 Maturity Date: Xxxxx 0, 0000 Xxxxxx: 4.65% Yield to Maturity: 4.689% Spread to Benchmark Treasury: +75 basis points Benchmark Treasury Security: 3.875% due December 31, 2027 Benchmark Treasury Price and Yield: 99-22 ¾; 3.939% Interest Payment Dates: March 1 and September 1 First Interest Payment Date: September 1, 2023 Record Dates: February 15 and August 15 Public Offering Price: 99.814% Optional Redemption: Make-whole call at any time prior to January 1, 2028 at the Treasury rate plus 15 basis points and, thereafter, at par Trade Date: January 3, 2023 Settlement Date: January 10, 2023 (T+5) Expected Ratings (Moody’s / S&P / Fitch): ____ (____) / ____ (____) / ____ (____) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: Xxxxxxx Xxxxx & Co. LLC Xxxxxx Xxxxxxx & Co. LLC RBC Capital Markets, LLC Xxxxx Fargo Securities, LLC Loop Capital Markets LLC CUSIP/ISIN: 210518 DS2 / US210518DS21 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 28, 2020; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, ,” “signed,” and “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, including the Federal Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS ENERGY CORPORATION By: /s/ Xxxxxxxx Sxxxxxxx Xxxxxxxxx Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL Confirmed and accepted as of the date first written above: CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX DEUTSCHE BANK SECURITIES INC. GXXXXXX SACHS & CO. LLC TRUIST MXXXXX SXXXXXX & CO. LLC RBC CAPITAL MARKETS, LLC ACADEMY SECURITIES, INC. XXXXX FARGO COMERICA SECURITIES, LLC PNC CAPITAL MARKETS LLC INC. FIFTH THIRD SECURITIES, INC. LOOP CAPITAL MARKETS LLC BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Sxx Xxxxxxx Name: Xxxxxx Xxxxx Sxx Xxxxxxx Title: Managing Director X.X. XXXXXX SECURITIES Vice President MXXXXX SXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxxxxx Ian Drewe Name: Xxxxxx Xxxxxxxxx Ian Drewe Title: Executive Director TRUIST SECURITIESRBC CAPITAL MARKETS, INC. LLC By: /s/ Xxxxxx Xxxxxxxxxx Sxxxx X. Xxxxxxxx Name: Xxxxxx Xxxxxxxxxx Sxxxx X. Xxxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Barclays Capital Inc. 000 Xxxxxxx Authorized Signatory Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Prospectus Department Facsimile: (000) 000-00000000 Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Investment Banking Division Facsimile: 200-000-0000 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Attention: Transaction Management Group Facsimile: 200-000-0000 Underwriters Principal Amount of Securities Purchase Price of Securities Gxxxxxx Sxxxx & Co. LLC $ 100,000,000 $ 99,000,000 Mxxxxx Sxxxxxx & Co. LLC $ 100,000,000 $ 99,000,000 RBC Capital Markets, LLC $ 100,000,000 $ 99,000,000 Citigroup Global Markets Inc. $ 65,000,000 $ 64,350,000 Deutsche Bank Securities Inc. $ 65,000,000 $ 64,350,000 Comerica Securities, Inc. $ 25,000,000 $ 24,750,000 Fifth Third Securities, Inc. $ 25,000,000 $ 24,750,000 Academy Securities, Inc. $ 10,000,000 $ 9,900,000 Loop Capital Markets LLC $ 10,000,000 $ 9,900,000 Total $ 500,000,000 $ 495,000,000 Final Term Sheet attached as Annex A hereto. None. Issuer: CMS Energy Corporation Security: 4.75% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2050 (the “Notes”) Aggregate Principal Amount Offered: $500,000,000 Maturity Date: June 1, 2050 Coupon: (i) 4.750% per annum, accruing from and including May 28, 2020 to, but not including, the First Reset Date; and (ii) at a rate per annum equal to the Five-Year Treasury Rate as of the most recent Reset Interest Determination Date, plus 4.116%, to be reset on each Reset Date, from and including the First Reset Date to, but not including, the Maturity Date Interest Payment Dates: June 1 and December 1, subject to deferral First Interest Payment Date: December 1, 2020 Public Offering Price: 100% First Reset Date: June 1, 2030 Initial Par Call Period: The period from and including March 1, 2030 to and including the First Reset Date Make-Whole Call: At any time on or after June 1, 2025, other than during the Initial Par Call Period or on any subsequent Reset Date, in whole or in part, at the Treasury rate plus 50 basis points, plus accrued and unpaid interest to, but not including, the redemption date Par Call: During the Initial Par Call Period or on any subsequent Reset Date, in whole or in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date Tax Event Call: At any time, in whole but not in part, at 100% plus accrued and unpaid interest to, but not including, the redemption date Rating Agency Call: At any time, in whole but not in part, at 102% plus accrued and unpaid interest to, but not including, the redemption date Trade Date: May 15, 2020 Settlement Date: May 28, 2020 (T+8) Expected Ratings: ____ / ____ / ____ (Mxxxx’x / S&P / Fitch) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: Citigroup Global Markets Inc. Deutsche Bank Securities Inc. Gxxxxxx Sxxxx & Co. LLC Mxxxxx Sxxxxxx & Co. LLC RBC Capital Markets, LLC Co-Managers: Academy Securities, Inc. Comerica Securities, Inc. Fifth Third Securities, Inc. Loop Capital Markets LLC CUSIP / ISIN: 125896 BU3 / US125896BU39 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken; and no approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations” and “ERISA Considerations”, to the extent that such statements purport to describe matters of United States law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Notes” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 28, 2020; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the benefits afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.

Execution by the Parties. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution”, “,” signed,” and “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement (to the extent not prohibited under governing documents) Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including, without limitation, including the Federal Electronic Signatures in Global and National Commerce Act, the Michigan Uniform Electronic Transactions Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. If the foregoing is in accordance with your understanding, please sign and return to us counterparts hereof, and, upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, CMS CONSUMERS ENERGY CORPORATION COMPANY By: /s/ Xxxxxxxx Xxxxxxxxx Sri Maddipati Name: Xxxxxxxx Sxxxxxxx Xxxxxxxxx Title: Vice President and Treasurer BARCLAYS CAPITAL INCConfirmed and accepted as of the date first written above: BNP PARIBAS SECURITIES CORP. X.X. XXXXXX SECURITIES LLC TRUIST BOFA SECURITIES, INC. XXXXX FARGO SECURITIES, KEYBANC CAPITAL MARKETS INC. MIZUHO SECURITIES USA LLC PNC CAPITAL MARKETS LLC LOOP SCOTIA CAPITAL MARKETS LLC BARCLAYS CAPITAL (USA) INC. SMBC NIKKO SECURITIES AMERICA, INC. WXXXX FARGO SECURITIES, LLC By: /s/ Dxxxx Xxxxxx Xxxxx Name: Dxxxx Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx W. Sxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxxx W. Sxxxx Xxxxxxxx Title: Executive Managing Director TRUIST SECURITIESBy: /s/ Vxxxxxx Xxxxxxx Name: Vxxxxxx Xxxxxxx Title: Director SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxx Xxxxxxxxxx Oxxx X. Xxxxx Name: Xxxxxx Xxxxxxxxxx Oxxx X. Xxxxx Title: Managing Director By: /s/ Xxxxxxx Cxxxxxx Xxxxxx Name: Xxxxxxx Cxxxxxx Xxxxxx Title: Director Barclays BofA Securities, Inc. 50 Xxxxxxxxxxx Xxxxx XX0-000-00-00 Xxx Xxxx, Xxx Xxxx 00000 Xttention: High Grade Transaction Management/Legal Facsimile: (000) 000-0000 Mizuho Securities USA LLC 1270 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Xttention: Debt Capital Markets Facsimile: (000) 000-0000 PNC Capital Markets LLC 300 Xxxxx Xxxxxx, 00xx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Attention: Debt Capital Markets, Transaction Execution Facsimile: (000) 000-0000 SMBC Nikko Securities America, Inc. 000 Xxxxxxx 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Syndicate Registration Debt Capital Markets Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Attention: Transaction Management Facsimile: (000) 000-00000000 Underwriters Principal Amount of Securities Purchase Price of Securities BofA Securities, Inc. $ 77,175,000 $ 75,842,959.50 Mizuho Securities USA LLC $ 77,175,000 $ 75,842,959.50 PNC Capital Markets LLC $ 77,175,000 $ 75,842,959.50 SMBC Nikko Securities America, Inc. $ 77,175,000 $ 75,842,959.50 Wxxxx Fargo Securities, LLC $ 77,175,000 $ 75,842,959.50 BNP Paribas Securities Corp. $ 46,725,000 $ 45,918,526.50 KeyBanc Capital Markets Inc. $ 46,200,000 $ 45,402,588.00 Scotia Capital (USA) Inc. $ 46,200,000 $ 45,402,588.00 Total $ 525,000,000 $ 515,938,500.00 Final Term Sheet attached as Annex A hereto. None. Issuer: Consumers Energy Company Securities: 2.50% First Mortgage Bonds due 2060 Aggregate Principal Amount Offered: $525,000,000 Maturity Date: May 1, 2060 Coupon: 2.50% Yield to Maturity: 2.534% Spread to Benchmark Treasury: +130 basis points Benchmark Treasury Security: 2.375% due November 15, 2049 Benchmark Treasury Price and Yield: 128-06; 1.234% Interest Payment Dates: May 1 and November 1 First Interest Payment Date: November 1, 2020 Public Offering Price: 99.149% Optional Redemption: Make-whole call at any time prior to November 1, 2059 at the Treasury rate plus 20 basis points and, thereafter, at par Trade Date: April 29, 2020 Settlement Date: May 13, 2020 (T+10) Expected Ratings: ___ / ___ / ___ (Mxxxx’x / S&P / Fitch) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time Joint Book-Running Managers: BNP Paribas Securities Corp. BofA Securities, Inc. KeyBanc Capital Markets Inc. Mizuho Securities USA LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Wxxxx Fargo Securities, LLC CUSIP/ISIN: 210518 DJ2 / US210518DJ22 Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers were automatically generated as a result of this communication being sent via email or another communication system. 1. The Company is a duly organized, validly existing corporation in good standing under the laws of the State of Michigan. 2. All legally required corporate proceedings in connection with the authorization, issuance and validity of the Securities and the sale of the Securities by the Company in accordance with the Underwriting Agreement have been taken and an appropriate order has been entered by the Federal Energy Regulatory Commission under the Federal Power Act granting authority for the issuance and sale of the Securities and such order is in full force and effect; and no other approval, authorization, consent or order of any governmental regulatory body is required with respect to the Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture or is required with respect to the issuance and sale of, and the performance by the Company of its obligations under, the Securities (other than in connection with or in compliance with the provisions of the securities or blue sky laws of any state, as to which I express no opinion). 3. The statements made in the Time of Sale Prospectus and the Prospectus under the caption “Material United States Federal Income Tax Considerations”, to the extent that such statements purport to describe matters of United States federal income tax law and regulations, accurately describe such matters in all material respects. 4. The statements made in the Time of Sale Prospectus and the Prospectus under the captions “Description of Securities”, “Description of the Bonds” and “Underwriting”, to the extent that such statements purport to describe certain provisions of the Indenture, the Securities or the Underwriting Agreement or legal matters, accurately describe such provisions or legal matters in all material respects; and the Indenture and the Securities conform in all material respects to the descriptions thereof and to the statements in regard thereto contained in such sections of the Time of Sale Prospectus and the Prospectus. 5. The Registration Statement was automatically effective upon filing on February 28, 2020; any required filing of each prospectus relating to the Securities (including the Prospectus) pursuant to Rule 424 under the Act has been made in compliance with and in the time periods provided by Rule 424 under the Act and all material required to be filed by the Company pursuant to Rule 433(d) under the Act has been filed with the Commission within the applicable time period prescribed for such filing by Rule 164 and Rule 433 under the Act; the Registration Statement, at the time it became effective and at the Applicable Effective Time, each of the Preliminary Prospectus and the Prospectus, at the time it was filed with the Commission pursuant to Rule 424 under the Act, and each document incorporated in each of the Preliminary Prospectus and the Prospectus as such document was originally filed pursuant to the Exchange Act (except for (i) the financial statements and schedules contained or incorporated by reference therein (including the notes thereto and the auditors’ reports thereon) or omitted therefrom and (ii) the other financial information contained or incorporated by reference therein or omitted therefrom, as to which I express no opinion), complied as to form as of their respective effective or issue dates (including, without limitation, the Applicable Effective Time) in all material respects with the Act and the Exchange Act and the applicable rules and regulations of the Commission thereunder; and at the Time of Purchase the Registration Statement is effective under the Act and, to the best of my knowledge after due inquiry, no proceedings for a stop order with respect to the Registration Statement are threatened or pending under the Act. 6. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 7. The Indenture has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery of the Indenture by the Trustee, will be a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). 8. The Indenture complies as to form in all material respects with the requirements of the Trust Indenture Act and the rules and regulations of the Commission applicable to an indenture that is qualified thereunder. The Indenture is qualified under the Trust Indenture Act, and no proceedings to suspend such qualification have been instituted or, to my knowledge, threatened by the Commission. 9. The Securities are in the form contemplated by the Indenture, have been duly authorized, executed and delivered by the Company and, assuming the due authentication thereof by the Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity); and the Securities are entitled to the security afforded by the Indenture equally and ratably with all securities presently outstanding thereunder, and no stamp taxes in respect of the original issue thereof are payable. 10. The Company’s execution and delivery of, and performance of its obligations under, the Underwriting Agreement and the Indenture and the issuance and sale of, and the performance by the Company of its obligations under, the Securities in accordance with the terms of the Indenture and the Underwriting Agreement do not violate the provisions of the Restated Articles of Incorporation or the Amended and Restated Bylaws of the Company and will not result in a violation of any of the terms or provisions of any Applicable Laws (as defined below) or, to my knowledge, any court order to which the Company is subject or a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company is a party. For purposes hereof, the term “Applicable Laws” means those state laws of the State of Michigan and those federal laws of the United States of America that, in my experience and without independent investigation, are normally applicable to transactions of the type contemplated by the Underwriting Agreement; provided, that the term “Applicable Laws” shall not include federal or state securities or blue sky laws (including, without limitation, the Act, the Exchange Act, the Trust Indenture Act or the Investment Company Act of 1940, as amended), antifraud laws or in each case any rules or regulations thereunder or similar matters.