CESP Companhia Energetica de São Paulo : Material Fact - Approval of Corporate Reorganization

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO

Publicly Listed Company

Taxpayer Identification Number CNPJ: 60.933.603/0001-78

NIRE: 35300011996 | CVM (Brazilian Securities & Exchange Commission) 2577

MATERIAL FACT

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO ("CESP" or "Company"), pursuant to article 157, Paragraph 4, of Law 6,404/76 ("Brazilian Corporation Law") and CVM Resolution 44/21, in continuity with the Material Facts disclosed by the Company on October 18th, 2021, October 21st, 2021, November 24th, 2021, December 10th, 2021, January 3rd, 2022, January 10th, 2022, January 24th, 2022, and February 4th , 2022, on the corporate reorganization ("Reorganization") aimed at consolidating into a single entity certain investments in the energy sector of the Company's indirect controlling shareholders, Votorantim S.A. ("VSA") and Canada Pension Plan Investment Board ("CPPIB" and, together with VSA, the "Controlling Shareholders"), hereby informs its shareholders and the market in general of the following.

Shareholders' Meeting

Today an Extraordinary Shareholders' Meeting of the Company ("ESM") was held, in which were approved, among other matters, the merger by Company's controlling company, VTRM Energia Participações S.A. ("VTRM"), of all shares issued by CESP excluding the shares that are held by VTRM, are in CESP's treasury or may be subject to the exercise of the right of withdrawal by CESP's shareholders ("Merger of Shares"), in the context of the Reorganization.

The Merger of Shares is conducted under the terms of the "Private Instrument of Protocol and Justification of the Merger of Shares of CESP - Companhia Energética de São Paulo by VTRM Energia Participações S.A." ("Protocol and Justification"), entered into by and between CESP and VTRM.

With the implementation of the Merger of Shares, CESP will become a wholly-owned subsidiary of VTRM, with all of its shares being held by VTRM, and the Company's shareholders will receive, in replacement of the merged shares held by them, new common shares and redeemable preferred shares issued by VTRM, with the redeemable preferred shares being compulsorily and immediately redeemed on Closing Date (as defined herein below), with payment in cash to the shareholders on a date to be duly informed in specific notice ("Redemption").

Right of Withdrawal

Shareholders of the Company who did not approve the Merger of Shares, whether by dissent, abstention or non-attendance to the ESM, will be assured the right to withdraw from the Company, pursuant to articles 137, 252, paragraph 2, and 264 paragraph 3 of the Brazilian Corporation Law.

Shareholders may exercise the right to withdraw in relation to all or part of the Company's shares, of which they were proven to be the holders, on an uninterrupted basis, between October 18, 21 (date of disclosure of the material fact informing about the transaction), respecting the trades carried out on that day, inclusive, and the Closing Date (as defined herein below), inclusive.

According to the provisions of article 230 and article 137, IV, paragraphs 1 and 4 of the Brazilian Corporation Law, the Company's shareholders must, under penalty of forfeiture, exercise their right to withdraw within 30 days from the publication of the minutes of the ESM, that is, until March 18th, 2022.

Further information concerning the right to withdraw, including detailed deadlines and information for exercising such the right, have been disclosed to shareholders on this date by means of a notice to shareholders available at the websites of the Company (https://ri.cesp.com.br/), of CVM (https://www.gov.br/cvm/pt-br) and of B3 (https://www.b3.com.br/pt_br/).

Suspensive Conditions

Under the terms of the Protocol and Justification, the Merger of Shares is subject upon the satisfaction (or waiver, as the case may be) of certain suspensive conditions provided for therein ("Suspensive Conditions") and to the advent of the date on which the Merger of Shares will be fully effective ("Closing Date").

Among the Suspensive Conditions, in addition to the usual conditions in operations of this type, are the registration of VTRM as a publicly-held company in category "A" before the Brazilian Securities and Exchange Commission - CVM, and the listing of VTRM at B3 S.A. - Brasil, Bolsa, Balcão ("B3"), with the admission of its shares for trading in the special listing segment Novo Mercado. Additionally, the fulfillment of the transaction is subject to the non-occurrence of the reconsideration of the transaction, as per article 137, paragraph 3 of the Brazilian Corporation Law.

Once the Suspensive Conditions have been verified by the Boards of Directors of CESP and VTRM, the Board of Directors shall determine the date on which the Merger of

Shares shall become fully and automatically effective, with no need for additional formalities.

Adjustments to the exchange ratio, if applicable, will be approved by the Boards of Directors of CESP and VTRM, which will declare the final number of CESP's merged shares, pursuant to the provisions of the Protocol and Justification. Furthermore, the Board of Directors of VTRM will approve the final amount of the capital increase and the number of new common shares and preferred shares compulsorily redeemable to be issued by VTRM as a result of the Merger of Shares, as well as approve adjustments to the Redemption amount, if applicable, and declare the number of VTRM preferred shares to be effectively redeemed.

Income Tax

Any income tax levied on the operation will be borne by the corresponding taxpayer, understood as the one who eventually has any capital gain as a result of the operation.

In the case of a non-resident shareholder of CESP, in view of the tax liability attributed to VTRM for their income tax, which value will be offset against the amounts payable on account of Redemption, such shareholders must present to the Company the necessary information and documents, according to deadlines and procedures disclosed on this date to shareholders by means of a notice to shareholders available at the websites of the Company (https://ri.cesp.com.br/), of CVM (https://www.gov.br/cvm/pt-br) and of B3 (https://www.b3.com.br/pt_br/).

Withdrawal from Nivel 1 of B3 and Cessation of Share Trading

The ESM also approved, among other matters, the Company's withdrawal from Nivel 1 of B3's corporate governance, subjected to the implementation of the Suspensive Conditions and to the advent of the Closing Date. The Company's delisting from Nivel 1 will occur as result of the migration of the Company's shareholder base to VTRM, whose shares will be traded on B3's Novo Mercado, with the implementation of the Merger of Shares.

Once, with the implementation of the Merger of Shares, VTRM becomes the holder of all shares issued by the Company, CESP's shares will no longer be traded on B3, as of a date to be informed to the market in due course. VTRM, as the sole shareholder, may resolve to convert CESP's publicly-held company registration to category "B".

Other Information

The ESM Minutes is available in the electronic pages of CVM (https://www.gov.br/cvm), of B3 (http://www.b3.com.br) and of the Company (https://ri.cesp.com.br/).

CESP will keep the market informed about subsequent facts related to the Reorganization, in accordance with the law and CVM rules.

São Paulo, February 15th, 2022.

Mario Bertoncini

Chief Executive and Investor Relations Officer