AMENDED JUDICIAL REORGANIZATION PLAN

OF

LIGHT S.A. - IN JUDICIAL REORGANIZATION

Rio de Janeiro, February 23, 2024.

AMENDED JUDICIAL REORGANIZATION PLAN

This Amended Judicial Reorganization Plan ("Plan") is presented in the proceedings of the Judicial Reorganization No. 0843430-58.2023.8.19.0001, distributed to the 3rd Business Court of the Capital of the State of Rio de Janeiro ("Judicial Reorganization"), pursuant to articles 50, 53 and 54 of Federal Law No. 11.101/2005 ("LRF") and in strict compliance with Law No. 12.767/2012 and the regulation applicable to the Brazilian electricity sector, by

In the capacity of debtor:

LIGHT S.A. - IN JUDICIAL REORGANIZATION, a publicly-heldcompany, registered with the CNPJ/MF under No. 03.378.521/0001-75,with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano No. 168 - second floor - Corridor A, Centro, CEP 20.080-002("Light", "Debtor" or "Company"); and

Only as intervening parties, co-obliged by Pre-Petition Claims, in accordance with the ID Decision 58279881:

LIGHT - SERVIÇOS DE ELETRICIDADE S.A. publicly-held company, registered with the CNPJ/MF under No. 60.444.437/0001-46, with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano nº 168, Centro, CEP 20.080-002 ("Light SESA"); and

LIGHT ENERGIA S.A., a publicly-held company, registered with the CNPJ/MF under No. 01.917.818/0001-36, with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano No. 168, part, second floor, corridor B, Centro, CEP 20.080-

002 ("Light Energia"; together with Light SESA, the "Intervening Parties" or "Concessionaries"; and, together with Debtor, the "Light Group").

1. TERMS AND DEFINITIONS

1.1. The terms and expressions below, whenever used in capital letters, will have the meanings assigned to them in this Clause, in singular or plural, in the male or female gender, without losing the meaning assigned to them. The terms defined below do not affect any other definitions that may be introduced throughout the Plan.

"Anchor Shareholders": Means the Company's shareholder(s) who have expressed their interest in participating in the New Resources Capital Increase.

"Judicial Trustee": Means, jointly, Licks Contadores Associados Simple Ltda., registered with the CNPJ under the number 05.32.015/0001-55, represented by its partner, Dr. Gustavo Bath Licks, registered with the CPF under No. 035.561.567-33, bearer of OAB/RJ No. 176.184 and CRC/RJ No. 87.155/O-7, with address at Rua Sao Jose, 40 - Cobertura, Center, Rio de Janeiro/RJ and the law firm Luciano Bandeira Advogados Associados, registered with the CNPJ under the number 02.012.816/0001-60, represented by its partner, Dr. Luciano Bandeira, registered with the CPF under No. 016.735.507-46, bearer of OAB/RJ No. 85.276, with address at Praça XV de Novembro, No. 34, 4th floor, Rio de Janeiro/RJ.

2

"Affiliates": Means, with respect to any person, another person who, directly or indirectly, alone or through one or more intermediaries, Controls, is Controlled by, or is under common Control with such person.

"New Resources Capital Increase GM": Has the meaning set forth in Clause 5.1.3.

"Fiduciary Agent": is the fiduciary agent appointed within the scope of each of the following

issues: 9th, 15th, 16th, 17th, 19th, 20th, 21st, 22nd, 23rd, 24th and 25th Light SESA Debenture Deeds,

namely: (i) Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários, registered with the CNPJ/ME under No. 17.343.682/0001-38, with address at Avenida das Américas, No. 4,200, Block 8, Rooms 302 to 304, Barra da Tijuca, Rio de Janeiro/RJ, CEP 22.640-102;(ii) Oliveira Trust Distribuidora de Títulos e Valores Mobiliários, registered with the CNPJ/ME under No. 36.113. 876/0001-91, with address at Avenida das Américas, nº 3.434, Block 7, 2º floor, Barra da Tijuca, Rio de Janeiro/RJ, CEP 22.640-102;(iii) Simplific Pavarini Distribuidora de Títulos e Valores Mobiliários Ltda, registered with the CNPJ/ME under No. 15.227.994/0001- 50, with address at Rua Sete de Setembro, No. 99, 24th floor, Centro, Rio de Janeiro/RJ, CEP 20.050-005; and (iv) Vórtx Distribuidora de Títulos e Valores Mobiliários Ltda., registered with the CNPJ/ME under No. 22.610.500/0001-88, with address at Rua Gilberto Sabino, No. 215, Suite 41, Room 2, Pinheiros, São Paulo/SP, CEP 05.425-020.

"ANEEL": Means the National Electric Energy Agency.

"Plan Approval": Means the approval of this Plan by Pre-Petition Creditors at the General Meeting of Creditors, pursuant to article 45 or 58, Paragraph 1, of the LRF, or in the form of article 45-A of the LRF. For the purposes of this Plan, it is considered that the Plan Approval will occur on the date of the General Meeting of Creditors that approves the Plan. In the event of approval pursuant to arts. 45-A and 58, Paragraph 1, of LRF, the Plan Approval is considered to have occurred on the date of the decision granting the Judicial Reorganization.

"General Meeting of Creditors" or "AGC": Means any general meeting of creditors held pursuant to Chapter II, Section IV, of the LRF.

"New Resources Capital Increase": Has the meaning set forth in Clause 4.1.1(i).

"Authorized Capital Increases": Means one or more capital increases of Light upon resolution of the Board of Directors, through public or private issuance of common shares, until the limit provided for in Light's Bylaws at the time of the respective capital increase is reached, and may also, within the aforementioned limit, (i) decide on the issue of subscription warrants, bonuses and debentures convertible into shares; or (ii) grant option to purchase shares to administrators, employees of the Company or of company under its Control and/or to natural persons who provide services to them, in accordance with the Plan approved by the General Meeting of Creditors, without the shareholders having preemptive rights to subscribe to those shares.

"B3": Means B3 S.A. - Brasil, Bolsa, Balcão.

"Bondholders": Means the Creditors who hold or are beneficiaries of the Restructuring Notes to which Light SESA and Light Energia are co-obliged.

3

"Subscription Bonuses": Has the meaning set forth in Clause 5.1.6.

"Chapter 15": Means the ancillary insolvency procedure provided for in Chapter 15, Title 11, of the United States Bankruptcy Code, to be filed and commenced before the competent judicial authority.

"Clause": Means each of the items identified by cardinal and roman numbers in this Plan.

"Brazilian Civil Code": Means Federal Law No. 10,406, of January 10, 2002, as in force on this date.

"Non-LitigationCommitment": Has the meaning set forth in Clause 8.3.

"Light Energia Concession Contract": Means the Generation Concession Contract No. 005/2017 - ANEEL - Light entered into by and between the Federal Government and Light Energia for generation of electricity intended for public service.

"Light SESA Concession Contract": Means the Concession Contract No. 001/96 entered into by and between the Federal Government and Light SESA for distribution of electricity.

"Control": Means, pursuant to art. 116 of the Brazilian Corporations Law, (i) the ownership of the rights of shareholders that ensure the holder, on a permanent basis, the majority of votes in corporate resolutions and the power to elect the majority of the directors of the company; and (ii) the effective use of such power to direct social activities and guide the functioning of the company's bodies. The expressions and terms "Controller", "Controlled by" and "Under Common Control" have the meanings logically deriving from this definition of "Control".

"Pre-PetitionClaims" Means the existing Credits against Light and mirrored in Light SESA and Light Energia (due to their co-obligation in relation to such Credits) on the Filing Date and, therefore, subject to the effects of the Judicial Reorganization pursuant to art. 49, caput, of LRF, according to the values indicated in the List of Creditors and that, in the present case, are restricted only to the Unsecured Claims, including those represented by the Restructuring Debentures and the Restructuring Notes. Claims that are Non-Subject Claims, Tax Claims and those arising from Intrasectoral Obligations are not Pre-Petition Claims.

"Non-SubjectClaims": Means each of the Claims and obligations existing against the Light Group, altogether, which are not subject to the effects of the Judicial Reorganization and that, as a result, will not be restructured and novated due to the approval and Judicial Ratification of the Plan, pursuant to the provisions of art. 49, caput, and Paragraphs 3 and 4, of LRF, so that their restructuring might be implemented through bilateral negotiations with the respective Non-Subject Creditors or by the adhesion of such Non-Subject Creditors to the Plan ("Adhering Non-SubjectCreditors"). To the best of the Company's knowledge, there are no Non-Subject Claims against the Light Group.

"Illiquid Claims": Means the Pre-Petition Claims, even if they are not included in the List of Creditors, contingent or illiquid, subject to lawsuits, arbitration proceedings or administrative proceedings, whose definition of value is pending resolution of controversy or dispute, derived from any triggering events up to the Filing Date, including, that are considered Pre-Petition

4

Claims and that, as a result, will be restructured by this Plan in the form of Clause 6.2, under the terms of LRF. To the best of the Company's knowledge, there are no Illiquid Claims against the Light Group.

"Unsecured Light Energia Claims": Means the Unsecured Claims arising from the Energia Debentures and the Light Energia Swap Notes strictly related to the Energia Debentures, held by the Light Energia Supporting Creditors.

"Unsecured Light SESA Claims": Means the Unsecured Claims arising from the SESA Debentures, the Loan 4,131 and the Light SESA Swap Notes, held by the SESA Financial Supporting Creditors.

"Unsecured Claims": Means the Pre-Petition Claims held by Unsecured Creditors, pursuant to art. 41, item III, of LRF.

"Delayed Claims": Has the meaning set forth in Clause 6.3.

"Tax Claims": Means the Claims held by the Municipal, State or National Public Treasuries, as the case may be.

"Claims": Means all existing claims against Light on the Filing Date, including by virtue of co-obligation with each Concessionaire, net or illiquid, materialized or contingent, due or to fall due, subject or not to judicial or arbitral proceedings, subject or not to the effects of the Judicial Reorganization, including those represented by the Restructuring Debentures and the Restructuring Notes.

"Converting Supporting Creditors": Has the meaning set forth in Clause 6.1.1.

"SESA Financial Supporting Creditors": Has the meaning set forth in Clause 6.1.4.

"Light Energia Supporting Creditors": Means the Unsecured Creditors holding Light Energia Unsecured Claims.

"Non-ConvertingSupporting Creditors": Has the meaning set forth in Clause 6.1.2.

"Pre-PetitionCreditors": Means the Creditors holding Pre-Petition Claims.

"Non-OptingCreditors": Has the meaning set forth in Clause 6.1.5.

"Unsecured Creditors": Means the Creditors holding Unsecured Claims, pursuant to art. 41, item III, of LRF, including Bondholders and Debentureholders and the holders of Swap Notes.

"Creditors": Means persons, natural or legal entities, governed by public or private law, national or foreign, holders of Claims against Light, Light SESA and/or Light Energia. For all purposes, Creditors are each Debentureholders holding Restructuring Debentures, each Bondholders holding Restructuring Notes and each holder of Swap Notes, to whom the proposals object of this Plan are addressed, individually.

5

"Plan's Submission Date": Means February 23rd, 2024.

"Restructuring Closing Date": Means the date on which all of the following events have

cumulatively occurred: (i) the issuance of the Light Convertible Debentures, pursuant to Clause 6.1.1; (ii) the issuance of the New Converting Supporting Creditors Debt Instruments, pursuant to Clause 6.1.1.4; (iii) the issuance of the New Non-Converting Supporting Creditors Debt Instruments, pursuant to Clause 6.1.2(iv) the issuance of the New SESA Financial Supporting Creditors Debt Instruments, pursuant to Clause 6.1.4; and (v) the issuance of the New Non-Opting Creditors Debt Instruments, pursuant to Clause 6.1.5.

"Ratification Date": Means the day of publication of the decision concerning the Judicial Ratification of the Plan the Electronic Justice Gazette of the Court of Justice of the State of Rio de Janeiro.

"Filing Date": Means May 12th, 2023, date of Light's filing for its Judicial Reorganization.

"Light Convertible Debentures": Means the convertible debentures, of the unsecured type, in a single series, for private placement, to be issued by Light, under the terms and conditions provided for in the Light Convertible Debentures Deed, and as provided for in Clause 6.1.1.3.

"Energia Debentures": Means securities issued through the 7th Debenture Deed of Light Energia.

"Restructuring Debentures": Means, altogether, the Debentures Energia and the Debentures SESA.

"Debentures SESA": Means the securities issued through the 9th, 15th, 16th, 17th, 19th, 20th, 21st, 22nd, 23rd, 24th, and 25th Debenture Deed of Light SESA.

"Debenture Holders": Means, altogether, the Unsecured Creditors holding Restructuring Debentures.

"Demand": Means, in any degree of jurisdiction or instance, any dispute, action, claim, proceeding, arbitral proceedings, execution, judicial protest, decision, inspection, request for information (including for the initiation of an inspection procedure), collection, notification (judicial or extrajudicial), infraction notice, subpoena, procedure, inquiry, judicial, arbitral or administrative demand, or any other type of action or proceeding, whether judicial, arbitral or administrative.

"Business Day": Means any day other than Saturday, Sunday, national holiday, state holiday in Rio de Janeiro or municipal holiday in the district of the capital of the State of Rio de Janeiro, and/or on which, for whatever reason, there are no bank hours in the city of Rio de Janeiro, and/or where the Judicial Forum where the Judicial Reorganization is being processed is not suspended or closed due to a recess or forensic holiday.

"Dollars" or "US$": Means the currency of the United States of America, that is, the United States dollars.

"Loan 4,131": Means the financing operation object of the Credit Agreement signed between

6

Light SESA and Citibank N.A., on September 29, 2021, with co-obligation by Light.

"Light Convertible Debentures Deed": Has the meaning set forth in Clause 6.1.1.3.

"Cash Surplus": Means Light SESA's available resources on September 30 of each year, after the Ratification Date, after deducting the amount of R$500,000,000.00 (five hundred million Reais) ("Minimum Cash), updated by the IPCA as of the Ratification Date, and adjusted by the variation of regulatory liabilities, such as, but not limited to, the Account for Compensation of Variation of Values of Items of Parcel A (CVA) Liabilities.

"Light Group": Means, together, Light, Light SESA and Light Energia.

"Judicial Ratification of the Plan": Means the judicial decision issued by the Reorganization Court that ratifies the Plan and grants the Judicial Reorganization to Light, pursuant to art. 58, caput, or art. 58, Paragraph 1, both of LRF, as published in the Justice Gazette of the Court of Justice of the State of Rio de Janeiro.

"IPCA": Means the Extended Consumer Price Index, measured monthly by the IBGE (Instituto Brasileiro de Geografia e Estatística), or another index that may legally replace it.

"Reorganization Court" or "Judicial Reorganization Court": Means the 3rd Business Court of the Capital of the State of Rio de Janeiro, to which the Judicial Reorganization was distributed and is being processed.

"Reports": Means the economic-financial reports and the appraisal reports of Light's assets and properties, prepared pursuant to art. 53, items II and III, of the LRF, to be resubmitted by the date on which the AGC takes place.

"Brazilian Corporations Law": Means Federal Law No. 6.404, of December 15, 1976, as in force on this date.

"Law": Means any law, regulation, order, sentence or decree issued by any governmental authority.

"Light Energia": Means Light Energia S.A., a publicly-held company, registered with the CNPJ/MF under No. 01.917.818/0001-36, with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano nº 168, part, second floor, corridor B, Centro, CEP 20.080-002.

"Light SESA": Means Light - Serviços de Eletricidade S.A., a publicly-held company, registered with the CNPJ/MF under No. 60.444.437/0001-46, with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano nº 168, Centro, CEP 20.080-002.

"Light", "Debtor" or "Company": Means Light S.A. - In Judicial Reorganization, a publicly- held company, registered with the CNPJ/MF under No. 03.378.521/0001-75, with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Marechal Floriano No. 168 - second floor - Corridor A, Centro, CEP 20.080-002.

7

"LRF": Means Federal Law No. 11.101, of February 09, 2005, as in force on this date.

"MME": Means the Ministry of Mines and Energy.

"Anchor Shareholders Increase Amount": Has the meaning set forth in Clause 4.1.1.

"Restructuring Notes": Mean, altogether, the securities issued within the international market by Light SESA, through 4.375% Notes Due 2026, and by Light Energia, through 4.375% Notes Due 2026, both with co-obligation of Light.

"Light Energia Swap Notes": Means the swap negotiation notes linked to the Restructuring Notes and the Energia Debentures.

"Light SESA Swap Notes": Means the swap negotiation notes linked to the Restructuring Notes and Loan 4,131.

"Swap Notes": Means, altogether, the Light Energia Swap Notes and the Light SESA Swap Notes.

"New Market Shares": Has the meaning set forth in Clause 4.1.1.

"New Resources Shares": Has the meaning set forth in Clause 4.1.1.

"New Converting Supporting Creditors Debt Instruments": Has the meaning set forth in Clause 6.1.1.4.

"New SESA Financial Supporting Creditors Debt Instruments": Has the meaning set forth in Clause 6.1.4.4.

"New Non-ConvertingSupporting Creditors Debt Instruments": Has the meaning set forth in Clause 6.1.2.2.

"New Non-OptingCreditors Debt Instruments": Has the meaning set forth in Clause 6.1.5.

"Intrasectoral Obligations": Means all obligations applicable to Light SESA and Light Energia in the regulatory framework, including those provided for in ANEEL Normative Resolution 917/2021, and any expenses related to the Light SESA Concession Contract and the Light Energia Concession Contract demanded by the Grantor Authority or that aim to maintain the provision of the public service. For the avoidance of doubt, the Intrasectoral Obligations are not subject to the Judicial Reorganization and, therefore, are not affected or modified by the Plan to any extent.

"Exempted Parties": Means the Debtor, Light SESA, Light Energia, the Anchor Shareholders, and its respective Affiliates, Controlled entities, subsidiaries, related companies, associated entities, and other companies belonging to the same group, and their respective shareholders, officers, directors, auditors and advisory committee members, employees, lawyers, advisors, agents, mandataries and representatives, current or former, including their predecessors and successors.

8

"Assessment Period": Means, after the grace period set forth in Clauses 6.1.1.4e 6.1.2.2has elapsed, the annual period in which the available cash resources of Light SESA must be calculated to verify the existence of Cash Surplus to be used for early redemption or extraordinary amortization of the New Converting Supporting Creditors Debt Instruments or the New Non-Converting Supporting Creditors Debt Instruments, as may be the case. The first measurement will take place on the last day of September after the grace period referred to above has elapsed, and the other measurements will take place annually, always based on Light's audited financial statements.

"Plan": Means this judicial reorganization plan, including all its Annexes.

"Reais" or "R$": Means the national currency in the Federative Republic of Brazil, that is, the Real.

"Judicial Reorganization": Means the judicial reorganization process of Light, filed under No. 0843430-58.2023.8.19.0001, in process before the 3rd Business Court of the Capital of the State of Rio de Janeiro.

"Resources Unsecured Claims R$ 30,000.00": Has the meaning set forth in Clause 6.1.3.1.

"List of Creditors": Means the list of creditors presented by the Judicial Trustee on September 12, 2023 (ID No. 76945637) and which may be amended from time to time, either as a result of judgments in the judicial stage of the credit verification procedure (as provided for in the LRF), in the context of credit claims and challenges, or as a result of court or arbitration decisions that recognize new Pre-Petition Claims or alter the legitimacy, classification or value of already recognized Pre-Petition Claims, provided that they have become final or that such recognitions, alterations, classifications or values take effect as a result of a specific court order issued by the Judicial Reorganization Court.

"Concession Renewal": Means the date on which the new concession contract for the renewal of the concession held by Light SESA is signed by and between Light SESA and the Granting Authority.

"Exchange Rate": Means, for any event provided for in this Plan, the variation factor of the closing price of the United States Dollar selling rate (PTAX), available on the Central Bank's website (https://www.bcb.gov.br/), which shall be used down to four (4) decimal digits, of the last Business Day preceding the end of the period for Creditors to choose the respective payment option under the terms of this Plan.

"TJRJ": Means the Court of Justice of the State of Rio de Janeiro.

"Value Adhesion Converting Supporting Creditors": Has the meaning set forth in Clause 6.1.1.1.

"Maximum Increase Value New Resources": Has the meaning set forth in Clause 4.1.1(i).

"Total Issue Value": Has the meaning set forth in Clause 6.1.1.3.

9

2. INITIAL CONSIDERATIONS

2.1. History

With more than 100 years of operation, Light's origin dates back to the constitution of The São Paulo Tramway ("SP Tramway"), in 1899, a company that worked in the public transport sector and in the generation and distribution of electricity, being also authorized to operate lighting, telegraphy and telephony services. In that same year, SP Tramway started the construction of Brazil's first large-scale power plant, the Parnaiba Hydroelectric Power Plant ("UHE Parnaíba"), located on the Tiete River, which was completed in 1901. A few years later, the surplus energy from UHE Parnaiba was used for public lighting in the city of São Paulo.

In order to expand its operations to Rio de Janeiro - at the time, Brazil's federal capital - in 1904, the same Canadian group that founded São Paulo Tramway constituted, in Toronto, The Rio de Janeiro Tramway, Light and Power Co. Ltd ("RJ Tramway, Light and Power"), which, in 1907, became directly responsible for providing lighting services in the city of Rio de Janeiro. From July 1912, São Paulo Tramway and RJ Tramway, Light and Power were brought together under the same holding company, called Brazilian Traction Light and Power Co. Ltd.

In 1959, already under the name of Companhia Carris Luz e Força do Rio de Janeiro Ltd., RJ Tramway, Light and Power was nationalized and assumed the name Rio Light SA - Serviços de Eletricidade e Carris, later changed to Rio Light SA - Serviços de Eletricidade.

In 1967, with the unification of the various concessionaires then belonging to Rio Light SA - Serviços de Eletricidade, which operated on the Rio-São Paulo axis, through its merger into São Paulo Light, Light Serviços de Eletricidade S.A. was formed. In 1979, the controlling equity interest of Rio Light SA - Serviços de Eletricidade was acquired by Eletrobrás.

With the creation of Eletropaulo, in 1981, the Government of the State of São Paulo took over the services provided by the group in the region. In Rio de Janeiro, the company, until then called Rio Light SA - Serviços de Eletricidade, has assumed the new name Light - Serviços de Eletricidade S.A.

In 1996, Light - Serviços de Eletricidade S.A. was privatized and its controlling equity interest was acquired by a consortium formed by Eletricité de France - EDF; AES Corporation; Reliant Energy; and Companhia Siderúrgica Nacional. In 2002, the corporate reorganization process was concluded, resulting in the consolidation of Eletricité de France - EDF as the controlling shareholder of Light - Serviços de Eletricidade S.A.

In 2005, the company joined Novo Mercado of Bovespa, becoming part of the listing segment characterized by the best corporate governance practices. In order to comply with the legislation in force, the company's de-verticalization process was carried out, which gave rise to the creation of the holding company Light S.A. (Debtor), which became the controlling shareholder of Light Energia, in charge of the generation and transmission of energy, and of Light SESA, in charge of energy distribution.

10

Attention: This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Light SA published this content on 08 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2024 21:28:23 UTC.