On Wednesday, September 16, 2026, Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (SBSP3) and EMAE – Empresa Metropolitana de Águas e Energia S.A. announced that EMAE shareholders approved, at an Extraordinary General Meeting, the merger by Sabesp of all EMAE shares not held by Sabesp. As consideration, EMAE shareholders will receive 1.31950000000 common Sabesp share for each 1 common or preferred EMAE share held on the date the transaction is completed.
After the end of the period for exercising withdrawal rights, the new Sabesp shares will be credited to EMAE shareholders’ accounts, according to the estimated schedule presented in Annex I of the material fact. Any fractional Sabesp shares resulting from the exchange ratio will be grouped and sold in an auction on B3’s cash market, with the net proceeds subsequently transferred to former EMAE shareholders.
The merger of shares grants withdrawal rights only to EMAE shareholders who have held their shares continuously since the close of trading on April 23, 2026, did not vote in favor of the transaction at the meeting, and expressly state this intention. These dissenting shareholders may exercise their withdrawal right until October 19, 2026, and will be entitled to a refund of R$ 18.18 per common or preferred share, an amount corresponding to the book value per share as of June 30, 2026, higher than the R$ 16.09 per share in the balance sheet as of December 31, 2025.
The payment date of the refund to EMAE shareholders who exercise their withdrawal right will be announced after the end of the period for exercising this right, and EMAE’s management may, within up to 10 days after the end of the period, call a shareholders’ meeting to reconsider the resolution approving the merger, depending on the volume of requests. There are no withdrawal rights for Sabesp shareholders, since the company’s shares have liquidity and market dispersion, in accordance with corporate law.
The material fact also details the tax treatment of the transaction for resident and non-resident investors, including the responsibility of Sabesp and EMAE for withholding Income Tax on any capital gains and the applicable rates, which range from 15% to 25% or from 15% to 22.5%, depending on the investor’s classification and the amount of the gain. Non-resident investors must send, by October 19, 2026, a spreadsheet with the average acquisition cost of EMAE shares and supporting documents, to enable calculation of the tax due.
