AES Brasil Energia S.A. (“Company”), pursuant to article 157, paragragh 4, of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”), and the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários or “CVM”) Resolution No. 44, of August 23, 2021, as amended, hereby informs its shareholders and the market in general that:
Continuing the strategy of growth and portfolio diversification, AES Brasil and AES Operações concluded, on the date hereof, the acquisition of all shares representing the capital of holding companies and the special purpose entities ("SPEs") comprising the Wind Complexes Ventos do Araripe, Caetés and Cassino ("Assets" and "Acquisition", respectively). Ventos do Araripe and Caetés Wind Complexes were acquired by AES Brasil, and the Cassino Wind Complex was acquired by AES Operações, a AES Brasil’s wholly-owned subsidiary.
The total value of the Acquisition (Enterprise Value) was BRL 1,855 million (“Acquisition Price”), adjusted according to the change in working capital and net debt of the Project in relation to transaction’s base balance sheet, comprising: (i) the payment of BRL 960 million; and (ii) the assumption of the project’s net debt of BRL 895 million (as of November 30, 2022). The table below highlights selected information regarding the Assets:
AES Brasil and AES Operações will call, if necessary, an extraordinary general shareholders' meeting to ratify the Transaction under the terms of art. 256, § 1 of the Brazilian Corporate Law, as soon as appraisal report prepared by a specialized firm stating said need is concluded. Any conditions for exercising the right to withdraw by dissenting shareholders, if applicable, will be informed in due course.
The Company will keep the market and its shareholders duly informed of future developments.