Auren Energia S.A. entered into an agreement to acquire 47.3% stake in AES Brasil Energia S.A. from The AES Corporation for BRL 3.3 billion on May 15, 2024. The share will be purchased at BRL 11.55 per share. The transaction is expected to close in 4 to 6 months and is subject to customary closing approvals, and a condition precedent related to completion of a late stage construction project. The signing of the Business Combination Agreement and Other Covenants through which, among other matters, regulates the business combination between AES Brasil and Auren, to be carried out through a corporate reorganization that, in the end, will result in the conversion of AES Brasil into a wholly owned subsidiary of Auren and the unification of the shareholding bases of AES Brasil and Auren. The Business Combination will give rise to a single publicly-held company listed on the Novo Mercado of B3 S.A. ? Brasil, Bolsa, Balcão (?B3?), with the potential to benefit from corporate, operational and financial synergies and a solid portfolio of generation and energy commercialization to meet the growing demand for renewable energy in Brazil. The share exchange ratio proposed for the Merger was freely negotiated by Auren and The AES Corporation, and then approved by the Company's Board of Directors, which was advised and received a fairness opinion from Bradesco BBI S.A. regarding the reasonableness of the exchange ratio and the economic terms of the Transaction, having concluded that its terms are fair and equitable for all Company shareholders. The controlling shareholders of AES Brasil and Auren have committed to voting in favor of approving the Transaction in all applicable instances. The consummation of the Operation is subject to the verification of usual conditions for operations of this nature, including approval by the Administrative Council for Economic Defense ? CADE and the National Electric Energy Agency ? ANEEL, as well as the ratification of the execution of the Agreement by the board of directors of the AES Brazil.

Bradesco BBI S.A. acted as fairness provider to AES Brasil Energia. Goldman Sachs and Itaú BBA acted as financial advisors to The AES Corporation. Lefosse Advogados acted as legal advisor to The AES Corporation.