Omega Geração S.A. (BOVESPA:OMGE3) agreed to acquire Omega Desenvolvimento de Energia S.A. on September 24, 2021. The proposed Merger of Shares will be effected at an exchange ratio of 1.489821827147 new Omega Energia common shares for each Company common share subject to the Merger of Shares. The amended exchange ration is 2.053620113363 new Omega Energia common shares for each Company's share to be merged. Omega Geração S.A. will represent 80.0% of Omega Energia and Omega Desenvolvimento will represent 20.0% of Omega Energia.

The transaction is subject to Omega Geração S.A shareholders approval, EGM will be held on October 28, 2021,Consummation of the Santa Vitória Merger and Consummation of the Hermenegildo Merger, Omega Energia Registration as a Publicly-Listed Company and Listing and Admission to Trading of Omega Energia Shares on the B3. The consummation of the transaction is not subject to review by the Brazilian antitrust authorities. Controlling shareholders of the Company and Omega Energia committed to Lock-up and Non-compete. The boards of Omega Geração and Omega Desenvolvimento and shareholders of Omega Desenvolvimento approved their merger. They will become Omega Energia, a firm with projects and assets in operation, which is expected to have active power generation projects of over 4,500MW by December 2024. As on October 28, 2021, extraordinary shareholders meeting of Omega Geração S.A approved the transaction. As on December 10, 2021, B3 approved Omega listing application and and on december 1, 2021, CVM approved registration for Publicly held company. Transaction is expected to be closed on December 23, 2021. Omega Geração S.A will last trade on December 23,2021.

Stocche, Forbes, Padis, Filizzola, Clapis Advogados and Barbosa, Müssnich & Aragão Advogados acted as legal advisors to Omega Geração S.A. Lazard, Inc. acted as financial advisor to Omega Energia S.A. (BOVESPA:MEGA3).