CESP Companhia Energetica de São Paulo : Material Fact - Conclusion of "VTRM Transaction"

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO

Publicly Listed Company

Taxpayer Identification Number CNPJ: 60.933.603/0001-78

NIRE: 35300011996 | CVM (Brazilian Securities & Exchange Commission) 2577

MATERIAL FACT

CESP - COMPANHIA ENERGÉTICA DE SÃO PAULO ("CESP" or "Company"), pursuant to article 157, Paragraph 4, of Law 6,404/76 ("Corporation Law") and CVM Resolution 44/21, in continuity with the Material Facts disclosed by the Company on October 18th, 2021, October 21st, 2021, November 24th, 2021, December 10th, 2021, January 3rd, 2022, January 10th, 2022, January 24th, 2022, informs, in connection with the proposed corporate reorganization intended by its indirect controlling shareholders, Votorantim S.A. ("VSA") and Canada Pension Plan Investment Board ("CPP Investments" and, together with VSA, the "Controlling Shareholders" and the "Reorganization"), that, on February 3rd, 2022, the Controlling Shareholders concluded a step of the Reorganization involving (i) the merger of Votorantim Geração de Energia S.A. ("VGE"), a subsidiary of VSA, into VTRM Energia Participações S.A. ("VTRM"), the direct controlling shareholder of the Company ("VGE Merger"), and (ii) the cash contribution by CPP Investments to VTRM by means of a capital increase in the total amount of R$ 1.5 billion ("CPPIB Contribution" and, together with the VGE Merger, the "VTRM Transaction" ).

With the completion of the VTRM Transaction, VSA and CPP Investments now hold equity interests of approximately 54.2% and 45.8% in VTRM's capital stock, respectively.

The completion of VTRM Transaction was one of the conditions precedent to the merger of all the shares issued by the Company into VTRM, excluding the shares that, on the date of the completion of the merger of shares, (a) are owned by VTRM, (b) are in the Company's treasury, or (c) that have been object of the exercise of the withdrawal right by the Company's shareholders ("Merger of Shares"), pursuant to the Private Instrument of Protocol and Justification of the Merger of Shares (Instrumento Particular de Protocolo e Justificação de Incorporação de Ações da CESP - Companhia Energética de São Paulo pela VTRM Energia Participações S.A.) entered into between the Company's and VTRM's management on January 23th, 2022, as informed by the Company to the market on the Material Fact disclosed on January 24th, 2022 ("Merger Protocol").

In light of the above, certain conditions precedent to the Merger of Shares remain pending, including, among other usual conditions for this type of transaction: (i) the

listing of VTRM as a Category "A" publicly held company with CVM; and (ii) the listing of VTRM on B3 and the admission of its shares to be traded at Novo Mercado, subject to the redemption of VTRM new preferred shares; and (iii) the approval, according to the quorum established in the deed of issue, by the debentureholders of the 12th issuance of simple, non-convertible debentures, of the unsecured type of the Company ("12th Issuance").

The Company will keep the market informed about the completion of the conditions precedent and subsequent facts related to the Reorganization, pursuant to the law and CVM regulations.

São Paulo, February 4th, 2022.

Mario Bertoncini

Chief Executive and Investor Relations Officer