Omega Geração S.A. (BOVESPA:OMGE3) won a bid to acquire 78% stake in Santa Vitória do Palmar Holding S.A. from Centrais Elétricas Brasileiras S.A. - Eletrobrás (BOVESPA:ELET6) for approximately BRL 430 million on July 30, 2020. Under the terms of the transaction, Omega Geração S.A. made a bid for BRL 434.46 million in cash and assumed debt. The first installment, in up to three working days following the execution of the agreement, at the minimum percentage amount of 5% of the sale price. It shall be granted to the winning bidder the option to offer a percentage value above 5% of the sale price to pay the first installment. Post-completion of the conditions, the second installment of 95% of the sale price, as well as transfer of shares in the respective company book. Payment of the second installment shall occur within the maximum term of one year once the sale purchase and sale agreement is signed by Omega Geração S.A. The purchase price is subject to adjustments. In a related transaction, Omega Geração S.A. won a bid to acquire 99.99% stake in Hermenegildo I S/A, Hermenegido II S/A, Hermenegildo III S/A and Chuí IX S/A from Centrais Elétricas Brasileiras S.A. - Eletrobrás or BRL 130 million on July 30, 2020.

The transaction is subject to customary conditions including approvals from National Electric Energy Agency, Administrative Council for Economic Defense, Governmental Authorizations, and shareholder approvals of Centrais Elétricas Brasileiras S.A. – Eletrobrás in a meeting scheduled on September 2, 2020. The transaction is also subject to approval of Banco Regional de Desenvolvimento do Extremo Sul - BRDE which is expected to occur in 2020. On July 30, 2020, the Board of Directors of Centrais Elétricas Brasileiras S.A. - Eletrobrás approved the transaction by unanimous vote. On September 2, 2020, shareholders of Centrais Elétricas Brasileiras approved the transaction. On September 8, 2020, Brazil's Administrative Council for Economic Defense (CADE) has approved the acquisition. As of October 9, 2020 Omega Geração S.A. is calling a shareholders meeting early November to discuss a proposal of the board to take over the control in the wind power generation Santa Vitória do Palmar Holding S.A.. On November 24, 2020, Banco Nacional de Desenvolvimento Exonomico e Social - BNDES approved the transaction.

Virtus BR Partners Assessoria Corporativa Ltda. acted as the fairness opinion provider for Centrais Elétricas Brasileiras S.A. - Eletrobrás. Fabiano Marques Milani, Mariana Saragoça, Fernanda Rezemini Cardoso, Daphne Minerbo and Melissa Rodrigues of Stocche, Forbes, Padis, Filizzola, Clapis Advogados acted as legal advisors to Omega Geração S.A.

Omega Geração S.A. (BOVESPA:OMGE3) completed the acquisition of 78% stake in Santa Vitória do Palmar Holding S.A. from Centrais Elétricas Brasileiras S.A. - Eletrobrás (BOVESPA:ELET6) for approximately BRL 470 million on November 30, 2020.