Fato Relevante
Material Fact | Full approval of the matters at the EGM
Rio de Janeiro, December 19, 2025, Centrais Elétricas Brasileiras S/A – AXIA Energia (“Company” or “AXIA Energia”), further to the material fact disclosed on November 27, 2025, and to the material fact and notice to shareholders disclosed on December 8, 2025, hereby informs that all matters submitted to the Extraordinary General Meeting held on this date were approved, among which we highlight:
(i) the creation of class C preferred shares (PNCs);
(ii) the conversion of each class A preferred share (PNA) and class B preferred share (PNB) into a class A1 preferred share (PNA1) and a class B1 preferred share (PNB1), respectively, and one class R preferred share (PNR);
(iii) the respective adjustments to the Company’s Bylaws; and
(iv) the mandatory redemption of all PNR shares.
Accordingly, the capitalization of R$30,000,000,024.48 of the Company’s profit reserves, through the issuance of 606,796,117 PNC shares as a bonus issue, and the redemption price of R$1.2994705188032 per redeemed PNR share, as resolved by the Board of Directors at a meeting held on December 8, 2025, have become effectives.
Below we highlight the main relevant information regarding the Bonus Issue:
▪ PNC distribution ratio to shareholders: 0.2628378881074 PNC share for each common share, PNA share, or PNB share (including shares held in treasury);
▪ Record Date on B3: December 19, 2025;
▪ Ex-Date on B3: December 22, 2025;
▪ Start date of trading of PNC shares on B3: December 22, 2025;
▪ ADR Record Date and Ex-Date on the NYSE: December 22, 2025;
▪ Delivery date of PNC shares to custody accounts on B3: December 26, 2025;
▪ Delivery date of ADRs backed by PNC shares on the NYSE: December 29, 2025;
▪ Trading ticker of PNC shares on B3: AXIA7;
▪ Trading ticker of ADRs backed by PNC shares on the NYSE: AXIA PRC;
We emphasize that the tickers of the PNA1 and PNB1 shares will remain as AXIA5 and AXIA6, respectively
For further information about the Meeting, please refer to the documents made available on the Company’s and the CVM’s websites.
Eduardo Haiama
Vice-president Financial and Investor Relations