Energisa S A : Acquisition of Gemini Transmission Assets

ENERGISA S.A.

CNPJ n.º 00.864.214/0001-06

A publicly held Company

ENERGISA TRANSMISSÃO DE ENERGIA S.A.

CNPJ/ME 28.201.120/0001-01

• A publicly held Company -
• • 
    MATERIAL FACT
  • Gemini Acquisition -

Energisa S.A. ("Energisa" or "Company") and its subsidiary Energisa Transmissão de Energia S.A. ("ETE" or "Energisa Transmissão"), in compliance with article 157, paragraph 4, of Law 6,404, issued December 15, 1976, as amended ("Corporate Law"), and CVM Resolution 44/ 2021, issued August 23, 2021 ("CVM Resolution No. 44/21"), informs its shareholders and the market in general, that on this date, ETE, a company controlled by Energisa, entered into, with the intervention of Energisa as Intervening Guarantor, an Agreement for the Purchase and Sale of Shares and Other Covenants ("Purchase and Sale Agreement") with Power Fundo de Investimento em Participações Infraestrutura and Perfin Apollo 14 Fundo de Investimento em Participações Infraestrutura ("Sellers"), having, also, as Consenting Intervening Parties the target companies of the Purchase and Sale Agreement, to regulate the acquisition of 2,330,105,717 (two billion, three hundred and thirty million, one hundred and five thousand, seven hundred and seventeen) common shares owned by the Sellers, which, discounting the treasury shares, to be canceled on the closing date, will represent 100% (one hundred percent ) of shares issued by Gemini Energy S.A. ("Gemini" and "Acquisition", respectively).

Gemini holds 85.04% and 83.33%, respectively, of 2 (two) operating transmission concessionaires in the North region that interconnect important generation systems such as Tucuruí and Xingu to consumption centers in Pará and Amapá, and of 100% of 1 (one) operational transmission concessionaire in the Southeast region that connects the states of Rio de Janeiro and São Paulo, which together have an installed transmission capacity

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of 6700 MVA and an extension of 1,451 km, in addition to 100% of two other non- operating companies. The assets held by Gemini's subsidiaries have an Annual Operating Revenue of R$ 362,906,774.01 (three hundred and sixty-two million, nine hundred and six thousand, seven hundred and seventy-four reais and one cent) and concession contracts valid up to 10/16/2038; 10/16/2038 and 12/09/2041, respectively.

The Transaction Amount will be BRL 0.353037 per share, considering the assumption of the net debt of BRL 1,734,245,300.00 (one billion, seven hundred and thirty-four million, two hundred and forty-five thousand, three hundred reais) held by Gemini. The value per share will be subject to closing and post-closing adjustments resulting, among others, from changes in net debt and working capital between the base date of 12/31/2021 and the closing date, as well as other adjustments after the closing, pursuant to the Purchase and Sale Agreement.

The closing of the Acquisition is subject to the fulfillment of certain precedent conditions, as is customary in operations of the exact nature, including, but not limited to, regulatory authorizations from the National Electric Energy Agency ("ANEEL") and the Administrative Council for Economic Defense ("CADE").

The Acquisition is in line with Energisa's strategy of (i) bringing operational synergies with transmission assets; and (ii) diversification of electricity distribution activities; of the Energisa Group.

The ETE clarifies the provisions of art. 256 of the Corporate Law, which is in the process of hiring a specialized company to prepare an appraisal report, pursuant to art. 8º, §§ 1º and 6º of the law as mentioned earlier, which will be submitted to the ETE's EGM, together with the acquisition proposal, in due course, under to the applicable legislation.

Energisa and ETE reiterate their commitment to their obligations to provide appropriate information to their shareholders and the market in general and inform that they will keep the market and its shareholders timely and adequately informed of the events after the Acquisition.

Finally, Energisa informs that it will hold a conference call with investors and the market in general to deal specifically with the Acquisition, on February 18, 2022, at 9:00 am (Brasília time). The access data for the conference call will be published on the Company's Investor Relations website.

Cataguases, February 17, 2022.

Maurício Perez Botelho

CFO and IRO

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