CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO

Publicly-Held Company

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

State Registry (NIRE): 35300011996 | CVM 2577

MATERIAL FACT

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO ("CESP" or "Company"), pursuant to article 157, Paragraph 4, of Law 6,404/76 ("Corporation Law") and CVM Resolution 44/21, following the disclosure of Material Facts on October 18, 2021, October 21, 2021, November 24, 2021, and December 10, 2021, hereby announces the following:

Definitive Agreement between Votorantim and CPP

On December 30th, 2021, the "Investment and Corporate Reorganization Agreement" ("Acordo de Reorganização Societária e Investimentos") ("Investment Agreement") was entered into between the Company's indirect controlling shareholders, Votorantim S.A. (CNPJ: 03.407.049/0001-51), SF Fifty Six Participações Societárias Ltda. (CNPJ: 28.725.029/0001-68), Votorantim Geração de Energia S.A. (CNPJ: 23.056.547/0001-04) (together referred to as "VSA"), Canada Pension Plan Investment Board (CNPJ: 17.962.858/0001-30) ("CPP Investments" and, together with VSA, the "Controlling Shareholders") and, as consenting intervenor, VTRM Energia Participações S.A. (CNPJ: 28.594.234/0001-23) ("VTRM"), definitively regulating, among other matters, the terms and conditions of the corporate reorganization disclosed through the Material Fact of October 18, 2021 ("Corporate Reorganization").

The Corporate Reorganization aims at consolidating certain investments in the energy sector of the Controlling Shareholders, including (i) the making of contributions by the Controlling Shareholders of assets and cash to VTRM, the Company's direct controlling company ("VTRM Transaction"); and (ii) the merger of all shares issued by the Company into VTRM, excluding the shares owned by the Company or held in its treasury, so that, upon completion of the transaction, the Company will become a wholly owned subsidiary of VTRM and the redemption of the preferred shares and the listing of VTRM on the special listing segment of Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("Incorporation of Shares - CESP").

VTRM Transaction

The Controlling Shareholders informed that, on December 30, 2021, the approval of the Turkish antitrust authorities was obtained and, therefore, as disclosed in Material Facts dated on November 24, 2021 and December 10, 2021, all of the antitrust approvals have already been obtained (General Superintendence of the Administrative Council for Economic Defense (Superintendência Geral do Conselho Administrativo de Defesa Econômica - CADE) and by the European Union antitrust authorities).

Therefore, provided that BNDES consents to the completion of the VTRM Transaction by mid-January, the Controlling Shareholders expect to complete the VTRM Transaction by early February.

Additionally, information regarding all assets that will be owned by VTRM after the implementation of the VTRM Transaction, including assets currently held by VTRM and those that will be transferred to it under the VTRM Transaction, follows as Appendix I.

Incorporation of Shares - CESP

As informed in the Material Fact disclosed on October 21, 2021, the Company has set up a Special Independent Committee (Comitê Especial Independente), in compliance with the CVM Guidance Opinion No. 35, to analyze the Incorporation of Shares - CESP and its negotiation with VTRM management, whose work is in progress.

Once the negotiations are concluded, the Special Independent Committee will submit its recommendations to the Board of Directors of the Company. Upon approval by the Board of Directors of the terms and conditions of the Incorporation of Shares - CESP, it will be submitted to the CESP general shareholders' meeting for resolution.

The Company will keep the market informed about the progress of the Corporate Reorganization.

São Paulo, January 3rd, 2022.

Mario Bertoncini

Chief Executive and Investor Relations Officer

Creating a Leading

Renewable Energy Platform in Brazil

J a n u a r y 2 0 2 2

Disclaimer

This presentation is intended for informational purposes only and shall not constitute or be interpreted by anyone as an offer to sell or purchase any securities, equity or otherwise, nor to request any indication of voting or approval rights regarding any sale or purchase of any securities, equity or otherwise or in connection with the proposed transactions contemplated hereby or elsewhere.

The summary statements contained in this document have a certain degree of risk and uncertainty relating to business prospects, financial, strategic and economic projections, among others, and such information is based on assumptions, data and expectations that, although considered by VTRM Energia Participações S.A. (the "Company"), may not be accurate, materialize or be under the Company´s control. Due to these factors, the actual results may differ materially from those indicated or implied by this material.

The Company does not guarantee, in any form or to any extent, that the trends herein disclosed shall be confirmed. The information and opinions contained in this presentation should not be considered as a recommendation for investment, which should not be based solely on the truthfulness, timeliness or completeness of such information or opinions. None of the Company's representatives, advisors or related parties shall be liable for any losses that may arise from the use, or the information contained in this material.

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Initial Considerations

CESP released on October 18, 2021, a Material Fact communicating that it received from its controlling shareholders a corporate reorganization proposal that will create a new company, with a robust governance structure and fundamental and necessary competences to start a new growth cycle and unlock value generation. The proposed transaction aims to consolidate the three levels of operational assets under a single company and migrate CESP's shareholder base to VTRM, which will be listed on B3's Novo Mercado

In order to provide a better understanding of the operation and financial performance of the assets of VTRM and VE to be contributed to VTRM, the document presents a summary of the main operational and financial information regarding:

VE's Hydro Assets

VTRM's Wind Assets

VTRM's Pipeline

Disclaimer

All financial information presented herein is approximate and based on public data and does not

necessarily reflect exactly the data made available at the public presentation held by the

Controlling shareholder on October 19, 2021.

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CESP – Companhia Energética de São Paulo published this content on 03 January 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 January 2022 11:28:03 UTC.