CESP Companhia Energetica de São Paulo : 01.07.2022 - Minutes of the Board of Directors Meeting

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO

Publicly-Held Company

Corporate Taxpayer ID (CNPJ/ME): 60.933.603/0001-78

CVM Code: 02577

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON JANUARY 7, 2022

1. DATE, TIME AND VENUE: Held on January 7, 2022, at 6 p.m., via videoconference.
2. ATTENDANCE:All the directors of the Company attended the meeting: Fabio Rogério Zanfelice, Glaisy Peres Domingues, Ricardo Szlejf, Sergio Ricardo Romani, Beatrice Cristina de Athayde Arfelli Meyer, Mauro Eduardo Guizeline, Frederico Ferreira Sarmento and Felipe Dutra Cançado. Also present were the executive officers of the Company and Independent Committee, Fernando Fontes Iunes, as well as directors Glaisy Peres Domingues and Felipe Dutra, as the financial and legal advisor of the Independent Committee. All the members participated in the meeting via videoconference, pursuant to article 14, paragraph 3, of the Bylaws of the Company.
3. CALL NOTICE:Call notice was waived given the presence of all the directors, pursuant to article 14, paragraph 2, of the Bylaws of the Company.
4. PRESIDING BOARD:The meeting was presided over by Fabio Rogério Zanfelice, while Mauro Mitsuru Nakamura acted as secretary.
5. AGENDA:Regarding the merger of shares issued by the Company with VTRM
   Energia Participações S.A. ("VTRM" or "Merging Company" and "Share Merger", respectively), to discuss and vote on the exchange ratio of the shares issued by CESP for the shares issued by VTRM ("Exchange Ratio"), based on the recommendation received on this date from the Special Independent Committee of the Company established and elected by the Board of Directors at a meeting held on October 21, 2021, in accordance with the guidelines of CVM Guidance Update 35 of September 1, 2008 ("Independent Committee").
6. RESOLUTIONS:After examining the documentation and discussing the Share Merger, including the recommendations of the Independent Committee, the Board of Directors unanimously and without reservations approved the exchange ratio, based on the unanimous recommendation of the Independent Committee, under the conditions below:

1. The Exchange Ratio was freely negotiated between the management of VTRM and the Committee and included the following assumptions:

1. the equity value assigned to the assets of Votorantim Geração de Energia S.A. ("VGE") to be contributed to VTRM as part of the contributions made by the

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Controlling Shareholders of assets and cash to VTRM ("VTRM Operation"), - excluding the interest held by VGE in VTRM - was approximately R$2.8 billion;

1. 1. the cash to be contributed by Canada Pension Plan Investment Board ("CPPIB") in VTRM as part of the VTRM Operation will be R$1.5 billion;
   2. the equity value assigned to VTRM - without considering the interest held by VTRM in the Company and the effects of the VTRM Operation - was approximately R$4.5 billion;
   3. the equity value assigned to the Company was approximately R$9.1 billion, equivalent to approximately R$27.93 per share (regardless of class or type and excluding treasury shares);
   4. to determine the above equity value amounts, the reference date of December 31, 2021 was considered and the discounted cash flow method was used; and
   5. the redemption value of redeemable preferred shares under the Share Merger, at R$0.40 per Company share and the total amount of approximately R$78.5 million, considers the estimated taxes to be withheld, by VTRM, from non- resident investors by virtue of the transaction.
2. Considering the above assumptions and the Exchange Ratio recommended by the Committee and now approved, on the date of implementation of the Share Merger, the shareholders of the Company, excluding the Company's indirect controlling shareholders Votorantim S.A. and CPPIB (together referred to as "Controlling Shareholders"), will receive, for each share issued by the Company held by them, regardless of type or class:
3. 1. 6.567904669174 new registered, book-entry common shares without par value of VTRM; and
   2. 0.095425888495 new registered, book-entry preferred shares without par value of VTRM, whose redemption is mandatory.
4. Moreover, note that, considering that the Exchange Ratio was already defined, as soon as negotiations of the Private Agreement and Plan for the CESP Share Merger are concluded, the Board of Directors will call an extraordinary shareholders meeting to discuss and vote on the Share Merger. Subject to the fulfilment of certain conditions typical to such transactions, the Operation should be concluded by April 2022.
5. Finally, as requested by members of the Independent Committee, the following was recorded in the minutes:
6. 1. Glaisy Domingues reiterated that, during the entire negotiation process, all analyses of important items always led to unanimous conclusions by the three members of the Independent Committee and hence there were no significant disagreements to be recorded, since all the conclusions were convergent and consensual.
   2. Fernando Iunes emphasized that, before the transaction was submitted to the Independent Committee, diligent negotiations were held between the Controlling Shareholders, which are independent of each other, regarding the contribution of highly significant operating assets and cash in VTRM

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Operation, and that, as a result, these grounds were already in compliance with market parameters on several aspects.

1. Felipe Dutra also highlighted the transparency, openness to discussions and convergent stance taken by the controlling shareholders for the best interests of the Company, in a secure and appropriate process, which can be considered a benchmark for transactions of this nature involving the rules of CVM Guidance Update 35.

7. CLOSURE: There being no further business to address, the meeting was adjourned for the drawing up of these minutes, which, after read and found in order, were signed. Presiding Board: Fabio Rogério Zanfelice - Chairman; Mauro Mitsuru Nakamura

- Secretary. Directors: Fabio Rogério Zanfelice, Glaisy Peres Domingues, Ricardo Szlejf, Sergio Ricardo Romani, Beatrice Cristina de Athayde Arfelli Meyer, Mauro Eduardo Guizeline, Frederico Ferreira Sarmento and Felipe Dutra Cançado. This is a free English translation of the original minutes drawn up in the Company's records.

São Paulo, January 7, 2022.

Document signed digitally with the ICP-Brasil digital certification

________________________	________________________
Fabio Rogério Zanfelice	Mauro Mitsuru Nakamura
Chairman	Secretary

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