SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

For the month of March, 2025

Commission File Number 1-34129

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)

BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)

Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

Table of Contents

Message from the Chairman of the Board of Directors

Dear Shareholders, It is with great honor and enthusiasm that, on behalf of the Board of Directors, I invite you to attend the Extraordinary General Meeting for Conciliation (“Conciliation EGM”) and the Ordinary and Extraordinary General Meetings (“OEGM”) of Centrais Elétricas Brasileiras S.A. (“Eletrobras” or the “Company”), to be held on April 29, 2025, at 1:00 p.m. and 2:30 p.m. (Brasília time), respectively, in an exclusively digital format. This is a significant milestone for all of us, and I would like to take this opportunity to share some reflections on the profound transformational journey we are undertaking and experiencing.

Since the historic privatization of Eletrobras in June 2022, we have made an unwavering commitment to building a true corporation, anchored in strong governance, operational efficiency, and performance. Our path is clearly defined: to achieve global leadership in generating sustainable value, positioning ourselves as a platform of energy intelligence and a business enabler for our clients. We strive for excellence in innovative solutions in clean and renewable energy, with high performance and market intelligence. Our goal is to consolidate Eletrobras as a benchmark organization in capital allocation, capable of attracting, developing, and retaining talent, while enhancing our natural vocation to secure a strategic position in the global renewable energy landscape.

Today, as we look back, we can already see not only profound structural changes but also a cultural transformation that is redefining and reshaping the very essence of the Company.

Our journey has been marked by formidable challenges, but it is precisely in the midst of storms that the most skilled sailors are forged. It has been no different at Eletrobras: great challenges, coupled with meritocracy, have shaped the construction of highly qualified teams within our Company. We are working to build a team of true champions—not only ready to win but especially willing to keep learning and evolving. Always with humility.

Humility is the key to breaking boundaries; it is the courage to acknowledge that there is always more to discover. If we want to grow, we must be willing to learn—and learning requires humility. It allows us to listen, to question, to test, to make mistakes, and to adjust course with agility.

The challenges we face on a daily basis push us into the unknown. And the only way to overcome the unknown is through knowledge. Only those with the humility to admit they do not know everything – and that there is always more to learn – can truly navigate the unknown. We believe that sustainable success is built upon an unquestionable foundation: the relentless pursuit of knowledge.

That is why we have been fostering a culture at Eletrobras where the pursuit of learning is constant. We want professionals who not only accept challenges but pursue them with curiosity and determination. We are cultivating a team that not only wears the Company’s jersey but embraces it with the intensity and passion needed for a relentless quest for knowledge, continuous learning, and excellence in everything they do. We believe that the Company's growth and shareholder return depend directly on the personal and professional growth of each individual.

Human beings learn throughout their lives, and at Eletrobras it must be no different. There is no growth without challenge, and no challenge without the courage to face the unknown. Pursuing goals means venturing into new frontiers, finding solutions to complex problems, and, above all, evolving constantly. It is through our goal-setting and cascading methodology, applied across all levels of the Company, that we ensure each individual effort contributes directly to the Company’s strategic outcomes.

For this reason, we are working to consolidate a robust model for people management and development, ensuring that each employee has clarity about their role and their contribution to the Company’s future. We have created structures dedicated to continuous training and innovation, transparent communication, and the strengthening of our organizational culture. Because having goals is not enough; everyone must know how to achieve them ethically, consistently, and effectively.

We believe that ethics and governance, combined with a culture of safety, are the cornerstone of the Company’s long-term sustainability. In this regard, the Board of Directors has once again demonstrated integrity, assertiveness, and firmness. A company’s reputation takes years to build but can be lost in moments. Trust, once earned, becomes one of the most valuable assets of any organization—and its foundation is uncompromising ethics. That is why we have been consolidating a governance model that prioritizes data-driven decision-making, transparency, and accountability. True leadership is not measured solely by the ability to achieve goals, but by how those goals are achieved.

We know that what sets average companies apart from extraordinary ones is the culture they build. Our mission is to form a team deeply committed to ethics, continuous learning, and results—to embed a culture of high performance and innovation. We want professionals who are dissatisfied with mediocrity, hungry for challenges, and driven by the desire to deliver innovative solutions in clean and renewable energy, positioning Eletrobras as a benchmark in innovation, performance, and market intelligence.

Eletrobras is undergoing the greatest transformation in its history. But transformation does not happen by decree—it requires engaged, committed, and prepared people to lead it. People find purpose and fulfillment when they feel part of something greater. Our challenge is to create this environment—one in which each employee not only understands but also takes pride in the impact of their work in shaping the future.

The results we have achieved so far are the reflection of a clear vision and a team dedicated to executing it with discipline, care, and ethics. But the future we envision—and will build—is even more ambitious and bold. Small dreams generate small challenges and limited learning. Dreaming big will take us further!

Our commitment is to move forward together on this journey of growth, innovation, and excellence as we pave the road toward Eletrobras’ admirable future. Dreaming big, working with method, strategy, and determination to break through the unknown.

Wishing us all an excellent shareholders’ meeting!

Vicente Falconi Campos

Chairman of the Board of Directors

[1] In accordance with the terms of the Settlement Agreement, Article 8 of the Company's Bylaws, and the decision of the CVM Panel in Process CVM RJ/19957.000800/2024-35.

2.       Management Proposal

2.1.       Procedural Rules:

2.2. AGENDA – EGM:

1. About the Merger of Eletropar by Eletrobras (“Merger”):

1.1. Ratify the appointment of Pricewaterhousecoopers Auditores Independentes Ltda. (“PwC”) as the valuation firm responsible for preparing the Eletrobras Participações S.A. accounting valuation report (“Eletropar Accounting Valuation Report” and “Eletropar”, respectively);

1.2.       Approve the Eletropar Accounting Valuation Report;

1.3.       Ratify the appointment of Ernst & Young Assessoria Empresarial Ltda. (“EY”) as the valuation firm responsible for preparing the Company’s valuation report, for the purposes of Article 264 of Brazilian Corporation Law, (“Eletrobras Article 264 Valuation Report”) and of Eletropar (“Eletropar Article 264 Valuation Report”);

1.4.       Approve the Eletrobras Article 264 Valuation Report and the Eletropar Article 264 Valuation Report;

1.5.       Approve the Merger Protocol and Justification, entered into by the officers of the Company and the officers of Eletropar, which establishes the terms and conditions for the Merger of Eletropar into the Company (“Merger” and “Protocol and Justification”, respectively);

1.6.       Approve the Merger, pursuant to the Protocol and Justification;

1.7.       Approve the amendment to the Bylaws of the Company to modify the caput of Article 4 of the Bylaws, due to the capital increase resulting from the Merger; and

1.8.       Authorize the managers of Eletrobras to take all necessary actions to implement the Merger.

2.       Approve, with effectiveness conditioned upon the consent of the competent authority, the following amendments to the Bylaws of the Company: Amendment to paragraph 5 of the current Article 25 of the Bylaws, to establish a new tie-breaking rule within the scope of the Board of Directors.

3.       Approve, with effectiveness conditioned upon the consent of the competent authority, the following amendments to the Company’s Bylaws: Amendment to (i) paragraph 2 of the current Article 28 of the Bylaws, to reduce the minimum number of independent directors from six (6) to five (5); and (ii) paragraph 4 of the current Article 28 of the Bylaws, to include criteria for assessing the independence of members of the Board of Directors.

4.       Approve, with effectiveness conditioned upon the consent of the competent authority, the following amendment to the Company’s Bylaws: Amendment to the current Article 43 of the Bylaws to make the Fiscal Council a permanent body and set its composition at five (5) full members and their respective alternates.

5.       If any of the resolutions set forth in items 1, 2, 3 and/or 4 above are approved, approve: (i) the consolidation of the Bylaws of the Company, considering all amendments approved by the shareholders at the General Meeting, including any adjustments to numbering, the use of defined terms, and cross-references applicable to the provisions of the Bylaws, due to the inclusion or exclusion of provisions, as approved by the competent authority; and (ii) if necessary, authorize the Board of Directors to take the administrative measures to reflect in the consolidated version of the Bylaws the amendments approved by the shareholders at the General Meeting and by the competent authority, including for the purposes of filing, publication, and compliance with other applicable legal and regulatory provisions.

Specific Clarifications on the Agenda of the EGM:

(a)       The approval of item 1 does not depend on the approval of the competent authority;

(b)       All bylaw amendments in items 2 to 4 depend on the approval of the competent authority to become effective; and

(c)       Item 5 will only be submitted for voting if any of items 1, 2, 3 or 4 are approved.

2.3. AGENDA - OGM:

1.       Review the accounts of the Managers, examine, discuss, and vote on the Management Report and the Company’s Complete Annual Financial Statements for the fiscal year ended December 31, 2024;

2.       Resolve on the Company's management proposal for the allocation of results for the fiscal year ended December 31, 2024, and the distribution of dividends;

3.       Elect the members of the Board of Directors for a unified term of office of two (2) years, as well as resolve on (i) the classification of its members as independent; and (ii) pursuant to Article 147, paragraph 3, of the Brazilian Corporation Law, the waiver of the requirements set forth in items I and II of said provision, as applicable;

4. Set the number of Fiscal Council members at five (5), along with their respective alternates, if installed;

5.       Elect the members of the Fiscal Council, if installed, to serve until the next Annual General Meeting; and

6.       Set the total annual compensation for the Managers, external members of advisory committees, and Fiscal Council members (if installed) for the fiscal year of 2025.

2.4.       CLARIFICATIONS ON THE AGENDA OF THE EGM:

2.4.1. Merger of Eletropar into Eletrobras

Eletropar is a subsidiary of Eletrobras, which holds 83,71% of its capital stock. Upon completion of the Merger, Eletropar will be dissolved and fully absorbed by Eletrobras, which will succeed it in all its rights and obligations (“Merger”).

Purpose

The Merger will enable Eletrobras to execute its strategic plan and unlock value drivers associated with the streamlining of its corporate and governance structures, the implementation of an efficient integrated management, the development of its core businesses, and, consequently, the divestment of non-core assets and businesses.

From the perspective of minority shareholders of Eletropar, migrating to the shareholder base of Eletrobras is beneficial, as the Acquiring Company is currently structured as a publicly held company with dispersed capital, following a true corporation model.

In this regard, by becoming shareholders of Eletrobras as a result of the Merger, these investors will benefit from greater liquidity and increased political rights, as they will no longer be minority shareholders of a controlled company whose shares have a low trading volume on B3.

Increase of Capital Stock

With the Merger, the capital stock of Eletrobras will be increased due to the absorption of the book value of shareholders' equity of Eletropar. As determined in the Eletropar Accounting Valuation Report, this increase will amount to BRL 35,375,784.48 (thirty-five million, three hundred seventy-five thousand, seven hundred eighty-four reais and forty-eight cents).

Consequently, 1,532,788 (one million, five hundred thirty-two thousand, seven hundred eighty-eight) new common shares will be issued by Eletrobras, all book-entry and without par value, with the same rights and obligations currently assigned to Eletrobras’ common shares.

The amendment to the Bylaws to reflect the update of the capital stock, as described above, will not require prior approval from the specific competent authority.

Exchange Ratio (Share Substitution)

Pursuant to applicable law and CVM guidelines, the Independent Committee of Eletropar, was formed, consisting of three members: (i) Mr. Renan dos Santos Antunes, Eletropar board member appointed by a majority of the Board of Directors in a meeting held on August 11, 2023; (ii) Mr. Carlos Alberto Policaro, a board member elected by minority shareholders at the General Meeting of Eletropar held on September 11, 2023, during which Eletrobras, in its capacity as the controlling shareholder, abstained from voting; and (iii) Ms. Lucia Maria Martins Casasanta, jointly selected by the two previous board members.

The Independent Committee had sufficient time and access to information to independently evaluate and discuss the exchange ratio resulting from the Merger. In its analysis and discussions, the Independent Committee considered and assessed, among other aspects:

a)       the strategic, commercial, and financial justifications presented by Eletropar;

b)       the assumption that the Merger must be structured under commutative conditions for its shareholders;

c)       the nature of the Merger transaction, which is highly common and widely tested in the market; and

d)       the legal structure of the Merger.

The Independent Committee concluded that the exchange ratio, ensuring the commutativity of the Merger, is one (1) common share issued by Eletropar for zero point eight (0.8) common share issued by Eletrobras, and this recommendation was approved by the Board of Directors of Eletropar on March 27, 2025.

According to the Protocol and Justification, the Executive Board of Eletrobras and Eletropar decided to accept the exchange ratio recommendation proposed by the Independent Committee.

Withdrawal Rights

Shareholders of Eletropar who vote against, abstain, or do not attend the meeting resolving on the Merger shall be entitled to withdrawal rights (“Dissenting Shareholders Eletropar”), meaning they may exit the company by receiving reimbursement for the value of their shares (“Withdrawal Rights”).

Reimbursement Amount: BRL18.4635 per common share issued by Eletropar, based on the book value determined in the consolidated financial statements as of December 31, 2023. This amount will not be adjusted for inflation (“Reimbursement Amount”).

The Exchange Ratio calculated based on the valuation reports prepared in accordance with Article 264 of the Brazilian Corporation Law is less favorable to the shareholders of Eletropar than the proposal set forth in the Protocol and Justification, as recommended by the Independent Committee. Therefore, the criterion under Article 264 of the Brazilian Corporation Law does not apply in this case for the purposes of calculating the Reimbursement Amount.

Term: Dissenting Shareholders may exercise their Withdrawal Rights within a 30-day period, starting from the publication date of the minutes of the EGM that approves the Merger.

Right of Reconsideration: Once the period for exercising the Withdrawal Rights has ended, Eletropar will have up to 10 days to assess whether the payment of the Reimbursement Amount would compromise its financial stability. If so, the management of Eletropar may call a new general meeting to ratify or reconsider the Merger decision (“Right of Reconsideration”).

Payment Date: The payment date will be informed in due course through a shareholder notice, on the date when the management of Eletropar decides not to exercise the Right of Reconsideration, or after the ratification of the Merger by the shareholders of Eletrobras, if a general meeting is convened to deliberate on the Right of Reconsideration, as applicable.

Shareholders of Eletrobras will not be entitled to Withdrawal Rights, in accordance with applicable law.

Procedure

The approval of the Merger is subject to:

(a)       At Eletrobras:

•       Approval by the Executive Board, pursuant to Article 39, items I and VIII of the Bylaws, granted on March 27, 2025;

•       Opinion by the Audit and Risk Committee to the Board of Directors of Eletrobras, pursuant to its Internal Regulations, issued on March 27, 2025;

•       Approval by the Board of Directors, pursuant to Article 31, items VII and XIII of the Bylaws, granted on March 27, 2025;

•       Opinion by the Fiscal Council to the General Meeting, pursuant to Article 45, item III of the Bylaws, issued on March 27, 2025; and

•       Approval by the general meeting, pursuant to article 122, items I and VIII of Brazilian Corporation Law and Article 18 of the Bylaws.

(b)       At Eletropar:

•       Approval by the Executive Board, granted on March 26, 2025, pursuant to Article 12 of the Internal Regulations of the Executive Board of Eletropar;

•       Opinion by the Audit and Risk Committee to the Board of Directors of Eletropar, pursuant to its Internal Regulations, issued on March 27, 2025;

•       Approval by the Board of Directors, granted on March 27, 2025;

•       Opinion by the Fiscal Council to the General Meeting, issued on March 27, 2025, pursuant to Article 39, item VI of the Bylaws of Eletropar; and

•       Approval by the General Meeting, pursuant to Article 122, item VIII of the Brazilian Corporation Law and Article 10, item II of the Bylaws of Eletropar.

The approval documents referred to above may be consulted by the Shareholders on the websites of Eletropar (https://eletrobraspar.com/Paginas/Relacoes-Com-Investidores.aspx), of the Company (https://ri.eletrobras.com/), of the CVM (https://sistemas.cvm.gov.br/), and of B3 (https://www.b3.com.br/pt_br/).

2.4.2. Bylaws Amendment Details:

First Block: Amendment to the Tie-Breaking Criteria for Matters Resolved by the Board of Directors:

To safeguard the premises of Eletrobras’ privatization and the corporation model, the Board of Directors deemed it appropriate to adjust the tie-breaking criterion for matters under its purview, granting the Chair of the Board the second and final tie-breaking vote.

Thus, the first tie-breaking criterion will now reflect the will of the group of board members that includes the highest number of independent directors, in line with corporate governance best practices.

Second Block: New Independence Criteria for Board Members and Reduction of the Minimum Number of Independent Directors:

In line with corporate governance best practices and considering the statutory and legal limits on political rights, the Company proposes the introduction of two new statutory criteria for the loss of independence of a Board Member, as follows:

Additionally, the management proposes reducing the minimum number of independent members from six (6) (equivalent to 60%) to five (5) (equivalent to 50%), as this new threshold, while remaining compliant with corporate governance guidelines and best practices, is more reasonably suited to the Company's needs in light of the stricter independence criteria mentioned above, and is also more aligned with the new electoral structure expected if the EGM of the Conciliation agenda is approved.

Considering the potential approval of the EGM of the Conciliation, the three (3) Board members elected separately by the Federal Government will automatically be classified as non-independent members. Furthermore, since the election process for the Board of Directors includes separate elections by preferred shareholders, if either the common or preferred shareholder groups elect a non-independent member, the other group would automatically be prevented from doing so, which is deemed unreasonable.

Third Block: Transformation of the Fiscal Council into a Permanent Body Composed of Five (5) Members:

The Company also proposes that the Fiscal Council be formally established as a permanent body, necessarily composed of five (5) members.

This measure is justified by the following factors:

2.5.       CLARIFICATIONS ON THE AGENDA OF THE OGM:

2.5.1.       Review the accounts of the Managers, examine, discuss, and vote on the Management Report and the Company's Complete Annual Financial Statements for the fiscal year ended December 31, 2024

The Management proposes that the shareholders approve the managers' accounts, the Management Report, and the Company’s Complete Annual Financial Statements, accompanied by the report issued by PriceWaterhouseCoopers Auditores Independentes (“Independent Auditor”), the Fiscal Council’s opinion and the summary annual report of the Audit Committee, all related to the fiscal year ended December 31, 2024 (“Financial Statements”).

Key Highlights:

The key highlights of the year can be summarized as follows:

The key events and highlights of the 2024 fiscal year are detailed in the Management Report, which is part of the Financial Statements, and in the Managers' Comments on the Company's Financial Condition, referring to the fiscal year ended December 31, 2024, available in Schedule 9 of this Management Proposal.

The Financial Statements and the accompanying documents are available on the Company’s website (https://ri.eletrobras.com/), the CVM website (https://sistemas.cvm.gov.br/) and the B3 website (https://www.b3.com.br/pt_br/), and were published in the Valor Econômico (National Edition) newspaper on April 16, 2025.

2.5.2.       Resolve on the management proposal for the allocation of results for the fiscal year ended December 31, 2024, and the distribution of dividends

Eletrobras reported consolidated net income of BRL10,378 million for the fiscal year ended December 31, 2024, which represents a 136.2% increase compared to the BRL4,395 million recorded in 2023.

The Management Report and Schedule 9 to this Proposal detail the variation in the main accounts that comprise the 2024 results, highlighting the key events that occurred during the year and help clarify the result in question.

On December 19, 2024, the Board of Directors approved the payment of interim dividends in the amount of BRL2,201,690,036.65, based on the net income recorded as of September 30, 2024, as an anticipation of the allocation of the 2024 fiscal year results. Thus, the proposed dividend distribution is based on the difference between the amount already advanced and the remaining balance.

In this context, considering the favorable opinions of the Fiscal Council and the Audit and Risk Committee, as well as the Independent Auditor’s Report, the Company’s Management proposes that the net income of the parent company in the amount of BRL10,378 million be recorded, as set forth in the Financial Statements.

Allocation of Results and Distribution of Dividends

The Company’s Management proposes the following allocation of the results for the fiscal year ended December 31, 2024 (without prejudice to the Capital Budget and Retention proposal, detailed below):

Pursuant to Article 10, II, and Annex A of RCVM 81, detailed information regarding Management’s proposal for the allocation of net income for the fiscal year ended December 31, 2024 is included in Schedule 10 to this Management Proposal.

2.5.4. Elect the members of the Board of Directors for a unified term of two (2) years and deliberate on the characterization of their independent status:

The general election system for the Board of Directors and the rules and requirements for shareholder nominations of alternative candidates are detailed in items 1.6 to 1.9 of the Participation Manual – OEGM Eletrobras 2025 (“Participation Manual”).

Management Proposal

The Board of Directors of the Company, in accordance with the recommendation formulated by its People and Governance Committee, and for the purposes of the election of the Board of Directors for the 2025-2027 term, proposes: (a) to the common shareholders, a bundle of 9 (nine) candidates, of which 2 (two) are nominated by the Federal Government, in line with the provisions of the Conciliation Agreement, and as clarified in item 1.8 of the Participation Manual; e (b) to the preferred shareholders, one (1) candidate for separate election.

The composition proposed by the management complies with the eligibility criteria set forth in the law, Bylaws, and Nomination Policy, the independence and time availability criteria, aligns with the desired diversification of profiles, competencies, and experiences, as outlined in the Competency Matrix, and also meets other relevant premises that guided the succession planning, including two cycles of performance evaluation, collective and individual of the Board of Directors and the conciliation process with the Federal Government, which culminated in the execution of the Conciliation Agreement.

Below is the summarized list of candidates recommended by the Board of Directors of Eletrobras:

Independent Member: YES

Reappointment: YES

Nomination Source: Board of Directors

Independent Member: YES

Reappointment: YES

Nomination Source: Board of Directors

Independent Member: YES

Reappointment: YES

Nomination Source: Board of Directors

Independent Member: YES

Reappointment: YES

Nomination Source: Board of Directors

Independent Member: YES

Reappointment: YES

Nomination Source: Board of Directors

Independent Member: YES

Reappointment: NO

Nomination Source: Board of Directors and Ordinary Shareholders

Independent Member: YES

Reappointment: NO

Nomination Source: Board of Directors

Attention: Candidacy for the election by the ordinary shareholders' group subject to exclusion in the event of approval of the agenda of the Conciliation OEGM (see item 1.8 of the Participation Manual).

Independent Member: NO

Reappointment: NO

Nomination Source: Federal Government.

Attention: Candidacy for the election by the ordinary shareholders' group subject to exclusion in the event of approval of the agenda of the Conciliation OEGM (see item 1.8 of the Participation Manual).

Independent Member: NO

Reappointment: NO

Nomination Source: Federal Government.

Attention: Candidacy for the election by the ordinary shareholders' group subject to exclusion in the event of approval of the agenda of the Conciliation OEGM (see item 1.8 of the Participation Manual).

Independent Member: YES

Reappointment: YES

Nomination Source: Board of Directors and Preferred Shareholders

Context of the Succession Process:

Since the privatization of Eletrobras in June 2022, the Board of Directors has progressively evolved its corporate governance to align with private sector practices and the specific characteristics of its new, diversified capital structure.

Corporate governance is regarded by management as a core asset for the preservation and sustainable generation of long-term value.

In light of this fundamental value, the Board diligently oversaw the conciliation process with the Federal Government at the CCAF, seeking a consensual resolution to the dispute raised by the ADI before the STF that would safeguard the key premises of Eletrobras’ privatization while also creating value for the Company and all its shareholders.

Within this context, the proposed list of candidates aims to address the Company’s needs, uphold best governance practices, and present a balanced solution for all shareholders, enabling a transparent and secure succession process.

General Premises of the Succession Planning

The succession planning for the Board of Directors of Eletrobras was based on the following general premises:

Evolution of the Company’s Strategic Planning

Since 2022, Eletrobras has undergone three strategic planning cycles, focusing on stabilization as a private company and on achieving excellence and innovation in management. The Board of Directors, together with the management team, engaged in the conciliation process within the CCAF, which resulted in an agreement that preserves the premises of the privatization and unlocks value for all parties involved. Additionally, the Board discussed and shaped the Company’s future vision and strategic planning, aligned with its core values and purpose. The list of candidates proposed by the management reflects the appropriate composition to lead Eletrobras in this new phase of its business development.

Performance Evaluation of the Board of Directors:

Since its election in August 2022, the Board of Directors of Eletrobras has conducted two performance evaluation cycles (2023-2024 and 2024-2025). In each cycle, the process, in general terms, considered:

Additionally, the performance of the advisory committees and the Governance Secretariat was evaluated.

In 2024, already in possession of the results from the first performance evaluation cycle and having gone through two strategic planning cycles, the Board, with the support of Spencer Stuart, structured the first version of the Competency Matrix and identified opportunities for improvement in its composition, based on the competency assessment of the members at that time.

In this context, the Board of Directors made its first nomination to the Board during the 2024 Ordinary General Meeting, aiming to replace the professional occupying the employee representative seat, which was eliminated through a bylaw’s amendment in 2023.

In 2025, the Board completed its second performance evaluation cycle, the inputs from which, along with the challenges and objectives of the new strategic plan, were considered in forming the nominations submitted to shareholders.

Implications of the ADI and the Conciliation Agreement on the Succession Planning of the Board of Directors:

The term of the outgoing Board of Directors was marked by the filing of the ADI before the STF, which aimed to challenge the rules that structured the privatization process, particularly the voting rights limitation of up to 10% of the voting capital stock, imposed by law and bylaws amendments, which represents one of the pillars of the corporation model established by the privatization.

Since December 27, 2023, the Company has been engaged in a conciliation process before the CCAF, as previously disclosed.

On February 28, 2025, the Company published a Material Fact, sharing with the market the general premises agreed upon with the Federal Government within the scope of the conciliation process, for the purposes of drafting the respective Conciliation Agreement.

On March 26, 2025, after approval by the Executive Board and the Board of Directors, Eletrobras executed the Conciliation Agreement with the Federal Government, which sets forth a series of conditions necessary for its full effectiveness, including its approval at the Conciliation EGM, which will also involve a specific bylaws amendment to ensure compliance with the agreed terms and conditions, as well as its ratification by STF.

The Company has called the Conciliation EGM to take place on the same day as the OEGM, but in advance. It is important to note that the Federal Government and the other entities that make up the Federal Government Shareholders Group are in a conflict of interest regarding the voting on the agenda of the Conciliation EGM and must record an abstention although present.

The Conciliation Agreement also establishes a transitional rule, with immediate effect, consisting of the inclusion of two (2) out of the three (3) nominations made by the Federal Government in the list of nine (9) candidates to be proposed by the management for election by the common shareholders.

If the Conciliation Agreement is approved at the Conciliation EGM, the two (2) Federal Government nominees included in the management’s list of candidates, in addition to the nominee Vanessa Lopes (appointed by the management), will be automatically excluded from the list of candidates submitted for vote by the common shareholders, with the corresponding votes being disregarded.

In this case, the Federal Government will elect, separately, at the OEGM, the three (3) candidates to the Board of Directors:

The Company received on March 27, 2025, the list of nominations from the Federal Government, as described below:

Independent Member: NO (as provided for in the Conciliation Agreement)

Reappointment: NO

Nomination Source: Federal Government – included in the list of candidates recommended by the management.

Independent Member: NO (as provided for in the Conciliation Agreement)

Reappointment: NO

Nomination Source: Federal Government Federal Government – included in the list of candidates recommended by the management.

Independent Member: NO (as provided for in the Conciliation Agreement)

Reappointment: NO

Nomination Source: Federal Government.

Additionally, if the ratification of the Conciliation Agreement by the STF does not occur in a timely manner, the term of office of Federal Government Candidate 3 shall be immediately terminated.

It is worth noting that, under the terms of the Conciliation Agreement, the Federal Government undertook, directly and through the shareholders comprising its group, not to request cumulative voting in the 2025 OEGM election process. Furthermore, it committed to support and allocate its votes exclusively to its two nominees included in the list of candidates presented by the management, should such election system be triggered at the request of another shareholder.

It is also important to highlight that the nominations made by the Federal Government were subject to the same screening regarding legal requirements and eligibility criteria.

As a matter of transparency, the Company has also included such nominations in the Board of Directors’ Competency Matrix, so that shareholders can have an integrated view of the profiles and experiences of the composition recommended by the Management, already within the context of the approval of the Conciliation Agreement.

Competency Matrix of the Board of Directors:

The Competency Matrix of the Board of Directors is an important tool to assist shareholders in forming the optimal composition of the board, ensuring that it is equipped with the appropriate skills and experiences to enable the Company’s long-term strategy, while also considering the material topics validated by the board, which guide its business and management.

In this regard, the Competency Matrix reflects, in the view of the Board of Directors, the set of skills appropriate for this body to perform its role of supervision and strategic direction with efficiency and effectiveness.

Below, we present the classification of the candidates proposed by the Management in the Competency Matrix:

Important:

Indicators and Relevant Points:

The Board of Directors considered the parameters of the B3 Novo Mercado Regulation and Annex K of RCVM 80 for the purpose of analyzing whether candidates qualify as independent board members, in addition to the provisions of the Conciliation Agreement.

Additionally, the board took into account the self-declarations signed by each candidate, international best practices, and the opinions issued by the People and Governance Committee.

In this regard, except for the three candidates nominated by the Federal Government and endorsed by the Board of Directors in the presented list of candidates, whose classification as non-independent members is expressly stated in the Conciliation Agreement and the corresponding bylaws amendment proposal, all other candidates nominated by management are classified as independent board members, according to the position established by the Board of Directors.

The set of candidates presented by Management represents a renewal of the composition of the Board of Directors in the order of forty percent (40%).

As part of the rationale for the proposed reappointment of six (6) candidates, the need to retain critical skills and profiles has been identified to meet the demands and challenges of the upcoming management cycle and to ensure continuity in the Company’s strategic direction.

Considering the forty percent (40%) renewal of the composition of the Board of Directors, the set of nominations proposed by Management represents an average tenure of approximately 3 years and 5 months.

Below are the consecutive tenure durations of the candidates for reappointment:

All candidates proposed by the management meet the Bylaws’ requirements regarding the accumulation of positions on boards of directors (overboarding limits). Candidate Carlos Márcio Ferreira submitted a written statement in which he undertook not to serve as Chair of the Board of Directors of PetroReconcavo S.A. if reappointed as a Board member of said company.

The Company believes that a Board of Directors composed of members with diverse profiles and experiences, always linked to the challenges, demands, and opportunities for improvement derived from its strategic plan and performance evaluation, is essential to enhance the decision-making process, develop strategic oversight capabilities, reduce behavioral biases, and enrich discussions through multiple perspectives.

In this regard, below are the diversity indicators related to age, gender, underrepresentation, and skills among the candidates, contemplated in the Competency Matrix:

In 2024, there were 45 Board of Directors' meetings, with an average attendance rate of 98.7%. None of the candidates nominated for reappointment had an attendance rate below 93%.

All candidates included in the list proposed by the Company were assessed by the People and Governance Committee from the standpoint of integrity and compliance with legal and bylaw requirements, and were deemed eligible, subject to the clarifications below.

Candidate Vanessa Claro Lopes informed that her term as Fiscal Council member of COSAN S/A will end at the ordinary general meeting to be held in April 2025. Considering that COSAN S/A is classified by Eletrobras as a competitor, Ms. Vanessa Claro Lopes submitted a written statement committing not to be reappointed to such position if elected to the Board of Directors of Eletrobras.

Candidate Carlos Márcio Ferreira submitted a written statement committing not to serve as Chair of PetroReconcavo S/A if elected to Eletrobras and reappointed to such company, in order to meet the requirements to avoid overboarding.

Candidate Mauricio Tolmasquim currently holds the position of Executive Director of Energy Transition and Sustainability at Petrobras S.A., which is classified by Eletrobras as a competing company. In this regard, the candidate submitted a written statement committing to step down from the aforementioned position if elected to the Board of Directors of Eletrobras. In light of this commitment, the Company declares that the candidate is eligible to sign the declaration of clearance referred to in Annex K of CVM Resolution 81.

Candidates Silas Rondeau and Nelson Hubner currently serve as members of the Board of Directors of ENBPar, with the former also holding the position of Chair. Both candidates submitted written statements committing to resign from these positions if elected to the Board of Directors of Eletrobras. In light of such commitment, the Company declares that both candidates are eligible to sign the declaration of clearance referred to in Annex K of CVM Resolution No. 80/2022.

Up to the date of disclosure of this Management Proposal, the Company received additional nominations from shareholders for the Board of Directors, which were disclosed through a notice to shareholders, accompanied by the information required under the applicable regulations.

Additional Information:

Pursuant to Article 11 of CVM Resolution No. 81, the information set forth in items 7.3 to 7.6 of the Reference Form regarding the candidates nominated by the Board of Directors is available in Schedule 11-A, in accordance with the Novo Mercado Listing Rules.

2.5.5.        Elect the Members of the Fiscal Council, if Installed, to Serve Until the Next OGM:

It should be noted that the Federal Government Shareholders Group requested the installation of the Fiscal Council, and the minimum quorum requirement for its installation has been met (see item 1.7 above). Pursuant to the Conciliation Agreement (see item 1.6 above), the Federal Government Shareholders Group nominated one candidate for effective member of the Fiscal Council and their respective alternate, as described below:

As of the date of disclosure of this Management Proposal, the Company has received other nominations from shareholders for the Fiscal Council, disclosed through a notice to shareholders and accompanied by the information required under current regulations.

All nominees presented up to the date of this Management Proposal, including the candidates nominated by the Federal Government, are subject to an integrity review of legal and statutory requirements.

Should the OEGM approve the Conciliation Agreement, the election of the candidate nominated by the Federal Government Shareholders Group and their respective alternate will take place through a separate election (see item 1.6 above).

Additional Information:

The information specified in items 7.3 to 7.6 of the Reference Form regarding the candidates proposed by the Board of Directors is available in Schedule 11-B, in compliance with Article 11 of RCVM 81, and in accordance with the Novo Mercado Regulation.

2.5.6. Set the annual aggregate compensation of the managers, external members of advisory committees, and members of the Fiscal Council (if installed) for the 2025 fiscal year:

Brief Background:

The current compensation model for management (“Compensation Model”) was approved at the Extraordinary General Meeting held on December 22, 2022, and is based on a study conducted by the specialized consulting firm Korn Ferry.

The Compensation Model is characterized primarily by a new short-term incentive mechanism (“ICP”) for executive officers, the alignment of fixed compensation for managers with market practices, and the establishment of components for the new long-term incentives (“LTI”), namely: (i) Stock Option Compensation Plan (“Stock Option Plan”); and (ii) Restricted Share-Based Compensation Plan (“Restricted Share Plan”)

O Modelo Remuneratório baseia-se em premissas e diretrizes gerais que estimulam a cultura da alta performance e meritocracia, com alinhamento entre os interesses da administração e dos acionistas.

The Compensation Model is grounded on general premises and guidelines that promote a high-performance and meritocratic culture, aligning the interests of management and shareholders. In this regard, the model stipulates that the largest portion of total compensation for Executive Officers be allocated to short-term (ICP) and long-term incentives (LTI): with 20% to 30% allocated to fixed compensation; 25% to 30% to ICP; and 40% to 50% to LTI.

The positioning of fixed compensation levels for members of the Executive Board was also set at the market’s P50 (50th percentile). With the implementation of short- and long-term incentives based on targets, triggers, and challenges of an economic-financial, social, environmental, and governance nature, the total compensation package would be positioned between the P75 and P90 (75th to 90th percentiles). Therefore, the maximum compensation package for an executive would only be reached if performance was proportionate to and aligned with the achievement of their goals.

It was also established that, under the Stock Option Plan, the exercise price for each granted option cannot be set below BRL42.00, annually adjusted by the IPCA inflation index, and subject to the application of a specific spread, at the discretion of the Board of Directors, to ensure that grants remain challenging and continue to generate value for shareholders.

In 2023 and 2024, shareholders approved, at the Annual General Meetings, the proposals for the global compensation of management for the corresponding periods, aimed at executing the aforementioned compensation model. In 2024, the General Meeting also approved specific amendments to the Stock Option Plan and the Restricted Share Plan.

Current Proposal:

For the fiscal year 2025, Eletrobras proposes the annual global compensation based on the same general assumptions adopted in 2024, except for the main adjustments described below:

The proposal covers the compensation of the members of the Executive Board, the members of the Board of Directors, the external members of the Audit and Risk Committee, and the members of the Fiscal Council (if installed), in the total amount of up to BRL 83,799,936.69 (a level that is 0.8% higher than the amount approved in 2024, which was BRL 83,174,264.33), and is broken down as follows:

Pursuant to Article 13 of RCVM 81, all information and details regarding the Management Proposal for the establishment of the global compensation of the executive officers and members of the advisory committees, as set forth in Section 8 of the Reference Form, are included in Schedule 12 to this Management Proposal. Historical information on the compensation effectively paid, as compared to the approved global compensation amounts, is also provided.

.

SCHEDULES LIST

SCHEDULE 1

Merger Protocol and Justification

PROTOCOL AND JUSTIFICATION OF MERGER

This private instrument is signed by the managers of the parties named below:

A.              CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS, a publicly-held category "A" company, headquartered at Rua da Quitanda, No. 196, store A, Centro, in the city of Rio de Janeiro, State of Rio de Janeiro, ZIP Code 20091-005 and registered with the National Register of Legal Entities of the Ministry of Finance (“CNPJ”) under No. 00.001.180/0001-26, hereby represented in accordance with its bylaws ('Eletrobras'); and

B.              ELETROBRAS PARTICIPAÇÕES S.A., a publicly-held category "A" company, headquartered at Rua São Bento, No. 1, room 902, Centro, city of Rio de Janeiro, State of Rio de Janeiro, ZIP Code 20090-010 and registered with the CNPJ under No. 01.104.937/0001-70, hereby represented in accordance with its bylaws (“Eletropar” and, together with Eletrobras, “Companies”).

WHEREAS:

(a)             Eletrobras, on this date, holds nine million, eight hundred and forty-eight thousand, nine hundred and four (9,848,904) common shares issued by Eletropar, representing eighty-three point seventy-one percent (83.71%) of Eletropar's capital stock, with the remaining one million, nine hundred and fifteen thousand, nine hundred and eighty-five (1,915,985) common shares issued by Eletropar, representing sixteen point twenty-nine percent (16.29%) of Eletropar's capital stock, held by minority shareholders; and

(b)             For the reasons set forth herein and subject to the terms and conditions set forth herein, the Companies, hereby represented by their managers, but subject to the approval of the other governance bodies of each Company, including, without limitation, the approval of their respective shareholders, understand that it is favorable for both Companies to implement the merger of Eletropar by Eletrobras, so that, at the end of the respective transaction, Eletrobras will succeed Eletropar, universally, in all its assets, rights and obligations, resulting in the extinction of Eletropar ("Merger");

HEREBY, the Companies resolve to execute, in the best form of law, the present Protocol and Justification of the Merger ("Protocol"), the purpose of which is to establish, pursuant to articles 224 to 227 and 264 of Law No. 6,404, of December 15, 1976, as amended ("Brazilian Corporate Law"), and CVM Resolution No. 81, of March 29, 2022, the conditions for the Merger of Companies, which will be submitted in due course for resolution by the other governance bodies of the Companies, as applicable, in particular the resolution of their respective shareholders.

1.               JUSTIFICATION

1.1.           Description of the Merger. The purpose of this Protocol is to substantiate the procedures, justifications, terms, clauses and conditions of the Merger, with the consequent: (a) absorption of Eletropar by Eletrobras and the extinction of Eletropar; as well as (b) issuance, based on the Exchange Ratio (as defined below), of new common shares, nominative, book entry and without par value by Eletrobras to be attributed to the minority shareholders of Eletropar, in proportion to their interest in Eletropar's capital stock, under the terms of articles 224 to 227 and 264 of the Brazilian Corporate Law.

1.2.           Justification for the Merger. The Merger is an instrument of corporate reorganization and concentration widely used by economic groups in search of restructuring and consolidation of operational, administrative and tax activities, as well as synergies, operational gains, cost reduction, simplification of corporate structures, greater speed in the decision-making process and expansion of the group's competitiveness and efficiency in relation to competitors. As a result of the Merger, Eletrobras and its shareholders will enjoy higher levels of corporate governance in relation to the activities previously carried out by Eletropar (since such activities will now be managed directly by Eletrobras) and Eletrobras will have lower costs and expenses related to these activities, due the organizational simplification brought about by the Merger.

1.2.1       The balances of Eletropar's credit and debit accounts, which constitute its assets and liabilities, will, after the implementation of the Merger, be transferred to Eletrobras' accounting books, and to the corresponding accounting accounts, after the necessary adjustments have been implemented. In addition, after the Merger, Eletrobras' management will be responsible for keeping Eletropar's accounting and tax files and documents. It will also be up to Eletrobras' management to carry out all the necessary acts to implement the Merger, assuming all the costs arising from such implementation.

1.2.2       Eletrobras, as absorber company, assumes all the rights and obligations of Eletropar, as absorbed company, including labor (articles 10 and 448-A of the Brazilian Consolidation of Labor Laws - CLT), social security (Law No. 8,212/91) and tax (article 132 of the National Tax Code - CTN) current and future, which may eventually occur.

1.2.3       Once the Merger has taken place, Eletropar shall be extinguished by operation of law.

2.               PROTOCOL

2.1.           Eletropar's current corporate structure. Eletropar is a publicly-held category “A” company, whose shares are traded on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), whose capital stock, on this date, is one hundred and eighteen million, fifty-four thousand, eight hundred and eighty-seven Brazilian reais and forty-eight cents (BRL 118,054,887.48), fully subscribed and paid-up, represented by eleven million, seven hundred and sixty-four thousand, eight hundred and eighty-nine (11,764,889) common shares, nominative, book-entry and without par value, which are estimated to be distributed among its shareholders on the date of the Eletrobras’ Extraordinary General Meeting that will deliberate on the Merger, as follows:

2.2.           Eletrobras' current corporate structure. Eletrobras is a publicly-held category “A” company, whose shares are traded on B3, whose capital stock, on this date, is seventy billion, ninety-nine million, eight hundred and twenty-five thousand, six hundred and twenty reais and seventy-nine cents (BRL 70,099,825,620.79), represented by two billion, three hundred and seven million, ninety-nine thousand, eight hundred and twelve (2,307,099,812) shares, all book-entry and without par value, of which two billion, twenty-seven million, eleven thousand, four hundred and ninety-eight (2,027,011,498) common shares, one hundred and forty-six thousand, nine hundred and twenty (146,920) class “A” preferred shares, two hundred and seventy-nine million, nine hundred and forty-one thousand, three hundred and ninety-three (279,941,393) class “B” preferred shares and one (1) special class preferred share, which are estimated to be distributed among its shareholders on the date of the Eletrobras’ Extraordinary General Meeting that decides on the Merger:

2.3.           Independent Special Committee. Considering that the Merger is an transaction involving a controlling company, Eletrobras, and a controlled company, Eletropar, to ensure a higher level of corporate governance for the Merger, the board of directors of Eletropar decided, in a meeting held on August 11, 2023, to create the independent special committee, in accordance with CVM Guidance Opinion No. 35, of September 1, 2008 ("Independent Committee"). The Independent Committee's function is to negotiate and set the Exchange Ratio applicable to the Merger and submit its recommendation to the Eletropar’s board of directors. After due evaluation and discussion, independently, the Independent Committee concluded that the Exchange Ratio, which ensures the commutativity of the Merger, is one (1) common share, book-entry and without par value issued by Eletropar for zero point eight (0.8) common share, book-entry and without par value issued by Eletrobras, and this recommendation was approved by the Eletropar’s board of directors on March 27, 2025.

2.4.           Exchange Ratio. As a result of the Merger and considering the corporate structures described in Sections 2.1 and 2.2 above and the recommendation of the Independent Committee, the management of each Company, as independent parties and after free negotiation, decided to accept and agree to the exchange ratio recommendation resulting from the Merger proposed by the Independent Committee, which is that each Eletropar shareholder will receive zero point eight (0.8) common share, book-entry and without par value issued by Eletrobras for one (1) common share, book-entry and without par value issued by Eletropar held before the Merger ("Exchange Ratio").

2.5.           Capital Increase of Eletrobras. Pursuant to article 227, paragraph 1, of the Brazilian Corporate Law, the Merger will result in an increase in the Eletrobras’ capital stock, in the total amount of thirty-five million, three hundred seventy-five thousand, seven hundred eighty-four reais and forty-eight cents (BRL 35,375,784.48), equivalent to the book net equity of Eletropar, weighted by the participation of Eletropar's minority shareholders, which value was determined in the Eletropar’s appraisal report, prepared by PricewaterhouseCoopers Auditores Independentes Ltda., a limited liability company, headquartered at Avenida Brigadeiro Faria Lima, No. 3,732, 16th floor, parts 1 to 6, Itaim Bibi, city of São Paulo, State of São Paulo, ZIP Code 04538-132, registered with the CNPJ under No. 61.562.112/0001-20 ("PWC"), with a reference date of December 31, 2023, which is part of Eletrobras' management proposal regarding the Merger, as Schedule 2 ("Appraisal Report”), with the consequent issuance of one million, five hundred thirty-two thousand, seven hundred eighty-eight (1,532,788) new common shares by Eletrobras, all book-entry and without par value, with the same rights and obligations currently attributed to the common shares already issued by Eletrobras, including participation in the results of the current fiscal year (“New Eletrobras’ Shares").

2.5.1.      Preemptive Right. The current shareholders of Eletrobras will not have preemptive rights to subscribe for the New Eletrobras’ Shares.

2.5.2.      Subscription of New Eletrobras’ Shares. Pursuant to article 227, paragraph 2, of the Brazilian Corporate Law, the officers of Eletropar must be authorized by Eletropar's shareholders to perform the necessary acts for the Merger, including the subscription of the New Eletrobras’ Shares on behalf of Eletropar's shareholders (except Eletrobras).

2.5.3.      Payment of New Eletrobras’ Shares. The New Eletrobras Shares will be paid in by transferring Eletropar's net equity to Eletrobras, based on the Appraisal Report.

2.5.4.      Fractional Shares. Any fractions of shares issued by Eletrobras resulting from the Merger will be grouped into whole numbers and then sold on the spot market managed by B3 after the completion of the Merger, as per a notice to shareholders to be timely disclosed by Eletrobras' management. The proceeds from the sale, net of applicable fees, will be made available to the former shareholders of Eletropar, holders of the respective fractions, proportionally to their interest in Eletropar. The amounts to be paid will not incur monetary adjustment.

2.5.5.      Amendment to Eletrobras' Bylaws. Due to the capital increase of Eletrobras resulting from the Merger, as well as the issuance of the New Eletrobras’ Shares, the main clause of article 4 of Eletrobras' Bylaws must be amended to reflect the new value of the capital stock and the number of shares of the company.

"Article 4 - The capital stock is seventy billion, one hundred thirty-five million, two hundred one thousand, four hundred five reais and twenty-seven cents (BRL 70,135,201,405.27) divided into two billion, twenty-eight million, five hundred forty-four thousand, two hundred eighty-six (2,028,544,286) common shares, one hundred forty-six thousand nine hundred twenty (146,920) class “A” preferred shares, two hundred seventy-nine million, nine hundred forty-one thousand three hundred ninety-three (279,941,393) class “B” preferred shares, and one (1) special class preferred share held exclusively by the Federal Government, all without par value."

2.5.6.      Amendment to Eletropar's Bylaws. The Merger will result in the extinction of Eletropar, and therefore, no amendment to Eletropar's Bylaws will be applicable.

2.6.           Corporate Structure of Eletrobras after the Merger. With the approval of the Merger and its respective capital increase, with the consequent issuance of the New Eletrobras’ Shares and their delivery to Eletropar's shareholders (except for Eletrobras itself), there will be no significant change in the distribution of Eletrobras' issued shares, considering that it already has dispersed capital (i.e., without a defined controller) and the delivery of the new shares to the former minority shareholders of Eletropar will not affect this situation.

2.7.           Corporate Structure of Eletropar after the Merger. With the approval of the Merger, Eletropar will be extinguished due to its absorption by Eletrobras.

2.8.           Appraisal Report for the purposes of Article 264. Since the Merger is a transaction between a controlling and a controlled company, an appraisal report of each Company must be presented to Eletropar's shareholders, prepared in accordance with article 264 of the Brazilian Corporate Law. In this regard, Ernst & Young Assessoria Empresarial Ltda., a limited liability company, headquartered in the city of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, No. 1,909, Vila Nova Conceição, ZIP Code 04543-907, SP Corp Tower North Tower, 9th floor, suite 91, registered with the CNPJ under No. 59.527.788/0001-31 (“EY”), was hired to prepare the respective reports, with reference date of September 30, 2024, which are part of the management proposal of Eletrobras and Eletropar regarding the Merger, as Schedules 4 and 5 (collectively, “Appraisal Reports of Article 264” and, individually, “Appraisal Report of Article 264”).

2.8.1.      If the share exchange ratio resulting from the Merger was calculated based on the Appraisal Reports of Article 264, zero point five two nine six (0.5296) common shares issued by Eletrobras would be attributed for each one (1) share issued by Eletropar held by Eletropar's shareholders (except for Eletrobras). In this way, it is verified that such an exchange ratio based on the Appraisal Reports of Article 264 is less favorable to Eletropar's shareholders than the Exchange Ratio effectively proposed to such shareholders as indicated in Section 2.4 above.

2.8.2.      Thus, the provisions of article 264, paragraph 3, of the Brazilian Corporate Law will not be applicable, so that the Dissenting Shareholders (as defined below) of Eletropar may have their eventual right of withdrawal calculated based on the provisions of article 45, paragraph 1 of the Brazilian Corporate Law, as will be detailed in Section 2.10 below.

2.9.           Shareholder Ratification of the Choice of Appraisers. The hiring of the appraisal companies responsible for the preparation and delivery of the Appraisal Report and the Appraisal Reports of Article 264 (namely, PWC and EY, respectively) must be ratified by the shareholders of the Companies, in their respective general meetings convened to deliberate on the Merger.

2.9.1.      Declaration of the Appraisal Companies. The appraisal companies mentioned above declared, in their respective appraisal reports, (i) that there is no conflict or community of interest, current or potential, with the shareholders of the Companies, or, regarding the Merger, as the case may be; and (ii) that the shareholders or the managers of the Companies have not directed, limited, hindered, or performed any acts that have or may have compromised the access, use, or knowledge of relevant information, assets, documents, or work methodologies for the quality of their conclusions. These appraisal companies were selected for the work described herein considering their extensive and well-known experience in preparing reports and appraisals of this nature.

2.9.2.      Costs. The costs related to the hiring of the appraisal companies for the preparation of the Appraisal Report and the Appraisal Reports of Article 264 were shared between Eletrobras and Eletropar.

2.9.3.      Equity Variations. The equity variations that occurred in Eletropar between the reference date of the Appraisal Report (which is December 31, 2023) and the date on which the Merger effected will continue to be borne and accounted for by it, and must be recorded in its accounting books, without any impact on the Merger.

2.10.       Right of Withdrawal. As provided in article 264, paragraph 3, article 136, item IV, and article 137, item II, of the Brazilian Corporate Law, if the Merger is consummated, the right of withdrawal will be guaranteed to the Dissenting Shareholders (as defined below) of Eletropar ("Right of Withdrawal"). For clarification purposes only, the Brazilian Corporate Law or any other applicable law does not provide for the right of withdrawal to dissenting shareholders of the merging company (Eletrobras).

2.10.1.   Dissenting Shareholders. For the purposes of exercising the Right of Withdrawal, dissenting shareholders will be considered those shareholders of Eletropar who reject or abstain in the respective deliberation on the Merger, as well as those who do not attend the respective Eletropar’s Extraordinary General Meeting that deliberates on it, or those whose shares do not confer voting rights ("Dissenting Shareholders"). The reimbursement of the value of the shares will only be guaranteed in relation to the shares that the Dissenting Shareholder has been continuously and demonstrably holding from (i) the date of the first publication of the notice of the meeting until (ii) the date of exercise of the Right of Withdrawal, pursuant to article 137, paragraph 1 of the Brazilian Corporate Law.

2.10.2.   Exercise Term. According to the procedure provided in article 137, item IV, of the Brazilian Corporate Law, for the purposes of exercising the right of withdrawal, the Dissenting Shareholders must express themselves within thirty (30) days from the publication of the minutes of the general meeting that approves the Merger.

2.10.3.   Number of Shares Subject to the Right of Withdrawal. The Right of Withdrawal can only be exercised in relation to the totality of the shares held since the closing of the B3 trading session on March 27, 2025 by the Dissenting Shareholder, and, therefore, partial exercise is not allowed.

2.10.4.   Right of Retraction. As provided in article 137, paragraph 3, of the Brazilian Corporate Law, within ten (10) days after the end of the period for exercising the Right of Withdrawal, if the management bodies understand that the payment of the reimbursement price of the shares to the Dissenting Shareholders who exercised the Right of Withdrawal will jeopardize the financial stability of Eletropar, they are allowed to convene a general meeting to ratify or reconsider the deliberation, pursuant to paragraph 3 of article 227 of the Brazilian Corporate Law. Nevertheless, the Merger will be effective from the date of the meeting that approves it.

2.10.4.1.              The date of the actual payment of the reimbursement amount to the Dissenting Shareholders who exercise the right of withdrawal will be timely informed through a Notice to Shareholders, which will be disclosed on the date: (i) of the decision of Eletropar's management not to exercise the right to call a new meeting to reconsider the resolution on the Merger, as provided for in article 137, paragraph 3, of the Brazilian Corporate Law, within ten (10) days after the term for exercising the right of withdrawal; or (ii) of ratification of the resolution in a new general meeting, which has been called by the management due to the prerogative of reconsideration. If the new meeting reconsiders the said resolution, the Merger will not be implemented and there will be no withdrawal or reimbursement.

2.10.5.   Reimbursement Amount. In view of the provisions of Section 2.8.2 above, the reimbursement amount per share held by a Dissenting Shareholder who has exercised their Right of Withdrawal will be eighteen reais and four thousand six hundred thirty-five ten-thousandths (BRL 18.4635) (amount calculated based on article 45 of the Brazilian Corporate Law). The amount will not be subject to monetary adjustment.

2.10.5.1.              Furthermore, the reimbursement of shares may be paid to the Dissenting Shareholders from profits or reserves, except the legal reserve, and, in this case, the reimbursed shares will remain in Eletrobras' treasury, as established by article 45, paragraph 5, of the Brazilian Corporate Law.

2.10.6.   Financial Statements. For the purposes of article 6, paragraph 2, of CVM Resolution No. 78, the Companies disclose in Schedule I the year-end financial statements and the quarterly information forms regularly required to fulfill their periodic obligations with the CVM.

2.11.       Corporate Approvals. The implementation of the Merger depends on the following corporate acts:

(a)             Eletropar Extraordinary General Meeting to decide on:

(i)               Ratification of the appointment of PWC as the appraisal firm responsible for preparing the Appraisal Report;

(ii)             Approval of the Appraisal Report;

(iii)            Ratification of the appointment of EY as the appraisal firm responsible for preparing the Appraisal Reports of Article 264;

(iv)            Approval of the Appraisal Reports of Article 264;

(v)             Approval of this Protocol;

(vi)            Approval of the Merger, under the terms of this Protocol; and

(vii)          Authorization for Eletropar's managers to perform all necessary acts for the implementation of the Merger, including subscription and payment of the New Eletrobras Shares for the benefit of its shareholders.

(b)             Eletrobras Extraordinary General Meeting to decide on:

(i)               Ratification of the appointment of PWC as the appraisal firm responsible for preparing the Appraisal Report;

(ii)             Approval of the Appraisal Report;

(iii)            Ratification of the appointment of EY as the appraisal firm responsible for preparing the Appraisal Reports of Article 264;

(iv)            Approval of the Appraisal Reports of Article 264;

(v)             Approval of this Protocol;

(vi)            Approval of the Merger, under the terms of this Protocol;

(vii)          Approval of the amendment to the main section of article 4 of Eletrobras' Bylaws, due to the increase in Eletrobras' capital stock resulting from the Merger; as well as approval of the consequent consolidation of Eletrobras' Bylaws; and

(viii)         Authorization for Eletrobras' managers to perform all necessary acts for the implementation of the Merger.

3.               OTHER PROVISIONS

3.1.           Operational Continuity. Prior to the implementation of the Merger, Eletrobras prepared its own structure to absorb Eletropar' operations. As a result, after the implementation of the Merger, Eletrobras will operate Eletropar's activities, while the latter will be absorbed by Eletrobras and extinguished. In this sense, Eletrobras has signed and will sign with its respective clients, suppliers, employees, other contractors and relevant government authorities the respective instruments of assignment of the rights and obligations previously held by Eletropar. Eletrobras' customers, suppliers, employees and other stakeholders should not expect a change in management and commercial relations.

3.2.           Succession. As a result of the Merger, Eletrobras will absorb all the assets, rights, contingencies and obligations of Eletropar, since Eletropar will cease to exist, and there will therefore be an universal succession of Eletropar by Eletrobras.

3.3.           Registrations and Annotations. It will be the responsibility of Eletrobras' management, with the collaboration of Eletropar' management, to carry out all the acts necessary for the implementation of the Merger, as well as to provide all the communications, registrations, records and registrations that are necessary for the transaction to be effective.

3.4.           Amendments. Unless otherwise provided for in this Protocol, this instrument may only be amended by means of a written instrument signed by the legal representatives of both Companies.

3.5.           Digital Signature. This Protocol is signed electronically, through the Docusign platform, using a digital certificate issued in accordance with the standard established by ICP-Brasil, and is considered fully valid, in all its content, as of the affixing of the last signature, which information will be recognized by the Parties in its integrity and authenticity, guaranteed by an encryption system, in accordance with article 10, paragraph 2, of Provisional Measure No. 2200-2/2001, as well as any supervening legislation. The signatories declare that they are the legitimate representatives of the Companies and that they have the power to sign this Protocol. Regardless of the place and date of each Company's digital signature, the Companies agree that the date and place indicated below shall be considered for all purposes as the date and place of signature of this Protocol.

And because they are thus just and contracted, the Companies enter into this Protocol in the form of Section 3.5 above, and the signature of witnesses is waived, pursuant to paragraph 4 of article 784 of the Code of Civil Procedure, as amended by Law No. 14,620/2023.

Rio de Janeiro, March 27, 2025.

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

ELETROBRÁS PARTICIPAÇÕES S.A. - ELETROPAR

Eletrobras Participações S.A. - Eletropar Accounting net equity valuation report determined through accounting books as at December 31, 2023

RECOMMENDATION OF THE SPECIAL INDEPENDENT COMMITTEE

Valuation of Eletrobras as of September 30, 2024

Valuation of Eletropar as of September 30, 2024

Executive Summary: Valuation and exchange ratio between the shares of Eletrobrasand Eletropar, as of September 30, 2024

Schedule 6

Information of the Merger

(Schedule I of RCVM 81)

1.               Protocol and justification of the transaction, pursuant to articles 224 and 225 of Law No. 6,404, of 1976.

A full copy of the protocol and justification for the merger of Eletrobrás Participações S.A. (“Eletropar”) by Centrais Elétricas Brasileiras S.A. – Eletrobras (“Eletrobras” and “Protocol and Justification”, respectively) can be found in Schedule 1 of the Management Proposal (as defined below).

2.               Other agreements, contracts, and pre-contracts regulating the exercise of voting rights or the transfer of shares issued by the surviving or resulting companies from the transaction, filed at the company's headquarters or of which the company's controller is a part.

Not applicable.

3.               Description of the transaction, including:

a.              Terms and conditions

The transaction will involve the merger of Eletropar by Eletrobras (“Merger”), pursuant to articles 224 to 227 and 264 of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law”).

As a result of the Merger, Eletrobras will succeed all rights and obligations of Eletropar, and Eletropar will be extinguished.

For the purposes of the provisions of article 224, item III, article 226, and article 227, paragraphs 1 and 3, of the Brazilian Corporate Law, the net equity of Eletropar was calculated based on its book value, as provided in articles 183 and 184 and permitted by article 226, paragraph 3, also of the Brazilian Corporate Law, determined in the closing balance sheet as of December 31, 2023, through an appraisal report prepared by the expert Pricewaterhousecoopers Auditores Independentes Ltda., a limited liability company, headquartered at Avenida Brigadeiro Faria Lima, No. 3,732, 16th floor, parts 1 to 6, Itaim Bibi, city of São Paulo, State of São Paulo, ZIP Code 04538-132, registered with the National Register of Legal Entities (CNPJ) under No. 61.562.112/0001-20 (“PWC” and “Appraisal Report”, respectively).

The Merger will result in an increase in Eletrobras' capital stock in the total amount of thirty-five million, three hundred seventy-five thousand, seven hundred eighty-four Brazilian reais and forty-eight cents (BRL 35,375,784.48), equivalent to the net equity value of Eletropar, weighted by the participation of Eletropar's minority shareholders, as determined in the Appraisal Report, with the consequent issuance of one million, five hundred thirty-two thousand, seven hundred eighty-eight (1,532,788) new common shares by Eletrobras, all book-entry and without par value, with the same rights and obligations currently attributed to the common shares already issued by Eletrobras, including participation in the results of the current fiscal year.

In this regard, Eletrobras will issue new shares to be delivered to Eletropar's minority shareholders, based on the exchange ratio proposed in the Protocol and Justification. Regarding the exchange ratio of Eletropar's issued shares by the new shares to be issued by Eletrobras, refer to item 5, letter “ e” below.

Furthermore, Eletropar's dissenting shareholders who, in relation to the approval of the Merger, (i) do not vote in favor of the matter; (ii) abstain from voting on the matter; or (iii) do not attend the meeting (referred to as dissenting shareholders) will have the right to withdraw calculated pursuant to article 45, paragraph 1, of the Brazilian Corporate Law (i.e., the net equity value stated in Eletropar's consolidated financial statements as of December 31, 2023), with the right to request the preparation of a special balance sheet, in accordance with the provisions of paragraph 2 of article 45 of the Brazilian Corporate Law.

For clarification purposes only, the Brazilian Corporate Law or any other applicable law does not provide for the right of withdrawal to dissenting shareholders of the merging company (Eletrobras).

For more information about the right of withdrawal, refer to Schedule 8 of the management proposal regarding the Merger ("Management Proposal"), in compliance with Schedule H of CVM Resolution No. 81, of March 29, 2022 ("RCVM 81"); and for more information about the appraisers hired to prepare the reports mentioned above, refer to Schedule 7 of the Management Proposal, in compliance with Schedule L of RCVM 81.

b.              Indemnification Obligations

Not applicable.

c.              Comparative table of the rights, advantages, or restrictions of the shares of the companies involved or resulting from the transaction, before and after the transaction.

There will be no change in the rights, advantages, or restrictions applicable to the shares issued by Eletrobras as a result of the Merger.

As indicated in item 3, letter "a" above, the minority shareholders of Eletropar will receive common shares issued by Eletrobras as a result of the Merger, which will have the same rights, advantages, and restrictions applicable to the other common shares issued by Eletrobras.

The table below indicates the rights, advantages, and restrictions applicable to each share issued by Eletropar, compared to the common shares of Eletrobras:

d.       Possible need for approval by debenture holders or other creditors.

Not applicable.

e.       Assets and liabilities that will form each portion of the equity, in case of a spin-off.

Not applicable.

f.       Intention of the resulting companies to obtain a securities issuer registration.

Not applicable.

4.               Plans for conducting business, especially regarding specific corporate events intended to be promoted.

Eletrobras has prepared its own structure to absorb Eletropar's corporate business. Thus, after the implementation of the Merger, Eletrobras will operate Eletropar's activities, while the latter will be absorbed by Eletrobras and will cease to exist.

5.               Analysis of the following aspects of the transaction:

Given the extinction of Eletropar, the Merger will result in: (i) simplification of Eletrobras' corporate structure; (ii) higher levels of corporate governance regarding the activities previously carried out by Eletropar (since such activities will be carried out directly by Eletrobras); and (iii) greater speed in the decision-making process of the activities previously carried out by Eletropar (since this decision-making process will be carried out directly by Eletrobras).

For more synergies, see the strategic advantages mentioned in item 5, letter "a", subitem (iii) below.

Not applicable.

The merger of companies is an instrument of corporate reorganization and concentration widely used by economic groups in search of synergies, transactional gains, cost reduction, simplification of corporate structures, greater speed in the decision-making process, and increased competitiveness of the and efficiency of the group against competitors.

The main objective of the transaction is to ensure the merger of Eletropar, with its consequent extinction and the assumption of all rights and obligations of Eletropar by Eletrobras.

The Merger of Eletropar, with its consequent extinction and the assumption of all rights and obligations of Eletropar by Eletrobras, is justified as being in the interest of all interested parties.

As a result of the Merger, Eletrobras and its shareholders will enjoy higher levels of corporate governance concerning the activities previously carried out by Eletropar (since such activities will be carried out directly by Eletrobras).

From the perspective of Eletrobras’ shareholders, the Merger is equally relevant and justified, as it unlocks extremely relevant value levers associated with the management and organization of the activities currently carried out by Eletropar, which will ultimately reflect in the expectation of future appreciation and profitability of Eletrobras itself.

From the perspective of Eletropar's minority shareholders, it is benefical to migrate to Eletrobras' shareholder base, which is constituted in the format of a publicly held company with dispersed capital in a true corporation model. In this sense, by becoming shareholders of Eletrobras as a result of the Merger, these agents will have greater liquidity and political power, as they will no longer be minority shareholders of a company with defined control and whose shares have a low level of trading on B3.

Additionally, the Merger presents greater integration and standardization of processes, systems, and practices, including the design of a unified strategy for professional career paths associated with a high-performance culture and meritocracy.

The Merger presents cost reductions for the Eletrobras group, especially due to the elimination of redundancies and inefficiencies, as well as the more efficient allocation of resources and people.

Not applicable, since Eletrobras is already the controller and holder of almost all shares issued by Eletropar.

Although the Merger is between related parties (since Eletrobras is the controlling shareholder of Eletropar), no other ways to achieve the same objectives of the Merger were identified.

The exchange ratio of Eletropar's issued shares for the new shares to be issued by Eletrobras was calculated and proposed by the managers of the companies involved based on the report of the Independent Committee (as detailed below).

The exchange ratio proposed by the managers in the Management Proposal and the Protocol and Justification is one (1) common share, book-entry and without par value issued by Eletropar for zero point eight (0.8) common share, book-entry and without par value issued by Eletrobras.

Independent Committee

Considering that the Merger is an transaction involving a controlling company, Eletrobras, and a controlled company, Eletropar, to ensure a higher level of corporate governance for the Merger, the board of directors of Eletropar decided, in a meeting held on August 11, 2023, to create a special independent committee, in accordance with CVM Guidance Opinion No. 35, of September 1, 2008 ("Independent Committee").

The Independent Committee's function is to negotiate and establish the exchange ratio applicable to the Merger and submit its recommendation to the board of directors of Eletropar.

The Independent Committee has the following composition:

a)       Mr. Renan dos Santos Antunes, Eletropar director chosen by the majority of the board of directors of Eletropar, in a board of directors’ meeting held on August 11, 2023;

b)       Mr. Carlos Alberto Policaro, Eletropar director elected by the company's shareholders at the Eletropar’s general meeting held on September 11, 2023, where Eletrobras, as the controlling shareholder of Eletropar, abstained from voting, so that the election was carried out solely by the Eletropar's non-controlling shareholders; and

c)       Ms. Lucia Maria Martins Casasanta, jointly chosen by Mr. Renan dos Santos Antunes and Mr. Carlos Alberto Policaro.

After due evaluation and independent discussion, the Independent Committee concluded that the exchange ratio, which ensures the commutativity of the Merger, is one (1) common share, book-entry, and without par value issued by Eletropar for zero point eight (0.8) common share, book-entry, and without par value share issued by Eletrobras, and this recommendation was approved by the Eletropar’s board of directors on March 27, 2025.

Based on the appraisal report of Eletrobras and Eletropar prepared by EY for the purposes of article 264 of the Brazilian Corporate Law, the exchange ratio of Eletropar shares for Eletrobras shares would be one (1) common share of Eletropar for zero point five two nine six (0.5296) common share of Eletrobras.

The exchange ratio, as well as the other terms and conditions of the Merger, were freely negotiated, agreed upon, and settled between the management of Eletrobras and Eletropar, as independent parties.

Furthermore, the management relied on the report prepared by the Independent Committee, as detailed in item 5, letter “e” above.

Not applicable.

The proposed exchange ratio is fully commutative, as it was freely negotiated, agreed upon, and settled between the management of Eletrobras and Eletropar, as independent parties, and was also supported by the report of the Independent Committee, as detailed in item 5, letter “e” above.

6.               Copies of the minutes of all meetings of the board of directors, fiscal council, and special committees where the transaction was discussed, including any dissenting votes.

Within Eletrobras, the Merger and its ancillary steps were discussed within the Statutory Audit Committee (“CAE”) executive board of officers, board of directors, and fiscal council available on the Company's websites (https://ri.eletrobras.com/), the CVM (https://sistemas.cvm.gov.br/), and B3 (https://www.b3.com.br/pt_br/).

Within Eletropar, the Merger and its ancillary steps were discussed within the Independent Committee, CAE executive board of officers, board of directors, and fiscal council available on the Eletropar's websites (http://www.eletrobraspar.com.br), the CVM (https://sistemas.cvm.gov.br/), and B3 (https://www.b3.com.br/pt_br/).

7.               Copies of studies, presentations, reports, opinions, or appraisal reports of the companies involved in the transaction made available to the controlling shareholder at any stage of the transaction.

Eletropar’s Appraisal Report was prepared by PWC, as indicated in item 3, letter “a” above, and appraisal reports for article 264 of Eletropar and Eletrobras by EY, as indicated in item 3, letter “a” and item 5, letter “f”, subitem (i), which are attached to the Management Proposal as Schedules 2, 4, and 5, respectively.

8.               Identification of possible conflicts of interest between the financial institutions, companies, and professionals who prepared the documents mentioned in item 7 and the companies involved in the transaction.

No conflicts of interest were identified between Eletrobras and Eletropar, on one side, and the appraisers mentioned in item 7 above, on the other side.

9.               Drafts of the bylaws or statutory amendments of the companies resulting from the transaction.

Due to the capital increase of Eletrobras resulting from the Merger, the main section of Article 4 of the Eletrobras’ Bylaws must be amended to reflect the new amount of the capital stock and number of shares of Eletrobras and will have the following new wording:

"Article 4 - The capital stock is seventy billion, one hundred thirty-five million, two hundred one thousand, four hundred five Brazilian reais and twenty-seven cents (BRL 70,135,201,405.27) divided into two billion, twenty-eight million, five hundred forty-four thousand, two hundred eighty-six (2,028,544,286) common shares, one hundred forty-six thousand nine hundred twenty (146,920) class 'A' preferred shares, two hundred seventy-nine million, nine hundred forty-one thousand three hundred ninety-three (279,941,393) class 'B' preferred shares, and one (1) special class preferred share exclusively held by the Union, all without par value."

Furthermore, as Eletropar will be extinguished due to the Merger, there is no need to amend its bylaws.

10.            Financial statements used for the purposes of the transaction, in accordance with specific regulations.

For the purposes of article 224, item III, article 226, article 227, paragraphs 1 and 3, of the Brazilian Corporate Law, the net equity of Eletropar was calculated based on its book value, as provided in articles 183 and 184 and permitted by article 226, paragraph 3, also of the Brazilian Corporate Law, determined in the closing balance sheet as of December 31, 2023, of Eletropar, through an appraisal report prepared by PWC.

For the purposes of calculating the right of withdrawal of dissenting shareholders of Eletropar, pursuant to article 45, paragraph 1, of the Brazilian Corporate Law, the net equity value of Eletropar is that stated in the consolidated financial statements of Eletropar as of December 31, 2023, approved at the ordinary general meeting of Eletropar held on April 29, 2024.

For more information on the right of withdrawal of shareholders, see Schedule 8 of the Management Proposal, in compliance with Schedule H of RCVM 81.

11.            Pro forma financial statements prepared for the purposes of the transaction, in accordance with specific regulations.

Not applicable.

12.            Document containing information about the directly involved companies that are not publicly held companies, including:

Not applicable, as Eletrobras and Eletropar are publicly held companies.

Not applicable, as Eletrobras and Eletropar are publicly held companies.

Not applicable, as Eletrobras and Eletropar are publicly held companies.

Not applicable, as Eletrobras and Eletropar are publicly held companies.

Not applicable, as Eletrobras and Eletropar are publicly held companies.

13.            Description of the capital and control structure after the transaction, pursuant to item 6 of the reference form.

After the Merger, Eletropar will be absorbed by Eletrobras and, therefore, extinguished.

Furthermore, due to the increase in the capital stock of Eletrobras resulting from the Merger, the capital stock of Eletrobras will be seventy billion, one hundred thirty-five million, two hundred one thousand, four hundred five reais and twenty-seven cents (BRL 70,135,201,405.27) divided into two billion, twenty-eight million, five hundred forty-four thousand, two hundred eighty-six (2,028,544,286) common shares, one hundred forty-six thousand nine hundred twenty (146,920) class 'A' preferred shares, two hundred seventy-nine million, nine hundred forty-one thousand three hundred ninety-three (279,941,393) class 'B' preferred shares, and one (1) special class preferred share will be divided as follows:

14.            Number, class, species, and type of securities of each company involved in the transaction held by any other companies involved in the transaction, or by persons related to these companies, as defined by the rules that deal with public offers for the acquisition of shares.

After the Merger, Eletropar will be absorbed by Eletrobras and extinguished.

15.            Exposure of any of the companies involved in the transaction, or of persons related to them, as defined by the rules that deal with public offers for the acquisition of shares, in derivatives referenced in securities issued by the other companies involved in the transaction.

There are no derivatives referenced in securities issued by Eletropar.

16.            Report covering all transactions carried out in the last six (6) months by the persons indicated below with securities issued by the companies involved in the transaction:

There were none.

There were none.

There were none.

There were none.

There were no transactions in the last six (6) months involving securities issued by Eletropar or Eletrobras, which have been carried out by related parties of Eletropar or Eletrobras.

17.            Document through which the Independent Special Committee submitted its recommendations to the Board of Directors, if the transaction was negotiated under the terms of CVM Guidance Opinion No. 35, of 2008.

The full copy of the Independent Committee's report is attached as Schedule 3 to the Company’s Management Proposal.

Schedule 7

Information about the appraisers in the context of the Merger

(Schedule L of RCVM 81)

1.               List the appraisers recommended by management

Pricewaterhousecoopers Auditores Independentes Ltda., a limited liability company, headquartered at Avenida Brigadeiro Faria Lima, No. 3.732, 16th floor, parts 1 to 6, Itaim Bibi, city of São Paulo, State of São Paulo, ZIP Code 04538-132, registered with the National Register of Legal Entities (CNPJ) under No. 61.562.112/0001-2 (“PWC”), which was contracted by Centrais Elétricas Brasileiras S.A. – Eletrobras (“Eletrobras”) and Eletrobrás Participações S.A. (“Eletropar” and,. jointly with Eletrobras, the “Companies”), subject to the ratification of such engagement by the shareholders of the Companies, for the purposes of preparing an appraisal report on the value of Eletropar's book net equity (“Appraisal Report”), as calculated in the closing balance sheet as of December 31, 2023, for the purposes of the merger of Eletropar by Eletrobras (“Merger”), which was proposed to the shareholders of the Companies in the management proposal of each Company regarding the Merger (“Management Proposal”).

Ernst & Young Assessoria Empresarial Ltda, a limited liability company, headquartered in the city of São Paulo, State of São Paulo, at Avenida Presidente Juscelino Kubitschek, No. 1.909, Vila Nova Conceição, ZIP Code 04543-907, SP Corp Tower Torre Norte, 9th floor, suite 91, registered with the National Register of Legal Entities (CNPJ) under No. 59.527.788/0001-31, which was engaged by the Companies, subject to ratification of such engagement by the shareholders of the Companies, for the purpose of preparing the appraisal report of article 264 of Law No. 6,404, of December 15, 1976, as amended (“Brazilian Corporate Law“), of Eletrobras and Eletropar (“Appraisal Reports of Article 264”), for the purposes of the Merger, which was proposed to the shareholders of each Company in the respective Management Proposal.

2.               Describe the qualifications of the recommended appraisers

The Appraisal Report was prepared by PwC Brasil (“PwC”). It has been in the country for more than one hundred (100) years and has around four thousand (4,000) professionals spread across fifteen (15) offices in all Brazilian regions. It has a community of solvers who are ready to solve any challenge, regardless of the size or segment in which your company operates. With this approach, PwC aims to build trust in society and solve important problems. The most innovative organizations seek to obtain the best possible value from existing assets and investments, as well as from new acquisitions, investments and complex corporate agreements. At the same time, regulators are demanding more transparency through fair value reporting, emphasizing the importance of valuation and value analysis. PwC prepares robust value opinions to meet your regulatory and compliance requirements, such as: purchase price allocation, tax valuations, impairment testing, valuation of options and financial instruments, real estate, plant and equipment values, business and equity valuations and dispute valuations. By bringing together professionals with extensive experience in valuation, technical accounting (US GAAP and IFRS), financial reporting, tax, business structuring, asset management and sector knowledge, PwC is able to offer a differential: an integrated business, accounting, tax and valuation advisory model.

The Appraisal Reports of Article 264 of Eletrobras and Eletropar were prepared by Ernst & Young Assessoria Empresarial Ltda (“EY”), a company constituted under Brazilian law and an independent member firm of Ernst & Young Global, one of the leading global auditing, consulting, and business advisory firms. Ernst & Young currently has offices in twelve (12) cities in Brazil and has more than seven thousand (7,000) employees in the country. EY's Strategy and Transactions (SaT) service line provides services related to aspects of Corporate Finance (Mergers and Acquisitions, Project Finance, Financial Strategy, Valuation Modeling and Economics, Fixed Asset Valuation), Due Diligence services and Operations and Strategy. The Corporate Finance area of EY's SaT department was responsible for preparing the reports. The review process followed at EY is meticulous and consists of several stages, in which qualified professionals from all hierarchical levels, who participated and who did not participate directly in the work, are engaged. Specifically in the Corporate Finance area, which is responsible for preparing the Appraisal Reports of Article 264, all the models/spreadsheets and appraisal reports go through a review process initiated by the technical team responsible for the project. To ensure the quality of the project, the models/spreadsheets and reports are reviewed both by the partner responsible for the work and by an independent review partner who was not directly involved in the project. The project was conducted by professionals with experience in Company Valuation, Financial Advisory and Corporate Finance from EY's SaT Department, for various purposes, including reports for the Merger.

3.               Provide copies of the work proposals and remuneration of the recommended appraisers

The work proposal and remuneration proposal presented by PwC for the work described in item 1 above is attached to the Management Proposal as Schedule 7-A.

The work proposals and respective remuneration proposals submitted by EY for the work described in item 1 above are attached to the Management Proposal as Schedule 7-B.

4.               Describe any relevant relationship existing in the last three (3) years between the recommended appraisers and related parties to the company, as defined by the accounting rules that address this matter

EY provided the following services for Eletrobras, Eletropar and/or their related parties:

·                 Economic and financial assessment of Eletrobras, its Special Purpose Entities (SPEs), affiliates and subsidiaries, as well as its then wholly-owned subsidiaries Chesf, Furnas, CGT Eletrosul and Eletronorte, on the base date of June 30, 2022, in the context of Eletrobras' corporate reorganization process, specifically regarding the merger by Eletrobras of the shares issued by the aforementioned subsidiaries.

·                 Provision of services for the financial, accounting, tax, labor and environmental due diligence of Madeira Energia S.A. (MESA), the controller of the Usina Hidrelétrica Santo Antônio (SAESA), in addition to the analysis of the accounting impacts of the business combination and analysis of the characteristics of its debt and the potential effects of its consolidation in Furnas. In addition, an economic and financial assessment of MESA and SAESA was carried out, using the Discounted Cash Flow (FCD) methodology, to support Furnas management in its internal process related to the capital contribution made in MESA. Preparation of the economic and financial assessment of the transmission companies in the Complexo Transmineiras and Lago Azul de Furnas.

·                 Compliance analysis of the Eletrobras and Furnas officers' appraisals.

·                 Identification of tax credits (Furnas, Eletronuclear, CHESF, Eletronorte and Eletrosul).

·                 Accounting and tax consultancy for Eletronorte.

PWC provided the following services for Eletrobras, Eletropar and/or their related parties:

Recurrent services – Annual

Recurrent services – Quarterly

Eletrobras Participações S.A. - Eletropar

Technical and commercial proposal

Schedule 8

Information about the Right of Withdrawal in the context of the Merger

(Schedule H of CVM Resolution 81)

1.               Describe the event that gave or will give rise to the withdrawal and its legal basis.

The event that will give rise to the right of withdrawal is the merger of Eletrobrás Participações S.A. (“Eletropar”) by Centrais Elétricas Brasileiras S.A. – Eletrobras, (“Eletrobras” and “Merger”), respectively as provided in article 136, item IV, and article 137 of Law No. 6,404, of December 15, 1976 (“Brazilian Corporate Law”).

The right of withdrawal may be exercised by Eletropar shareholders who, in relation to the approval of the Merger, (i) do not vote in favor of the matter; (ii) abstain from voting on the matter; or (iii) do not attend the meeting (referred to as dissenting shareholders).

We also clarifiy that the Brazilian Corporate Law or any other applicable law does not provide for the right of withdrawal to dissenting shareholders of Eletrobras due to the Merger.

2.               Inform the shares and classes to which the withdrawal applies.

According to article 137, paragraph 1, of the Brazilian Corporate Law, the right of withdrawal may be exercised by shareholders holding common shares issued by Eletropar ("Common Shares") who: (i) prove uninterrupted ownership of their shares between the close of trading on March 27, 2025 (including), the date of the first publication of the call notice of the meeting, and the date of the effective exercise of the right of withdrawal; and (ii) are dissenting shareholders at the Eletropar meeting that deliberates on the Merger ("Meeting").

It is thus worth clarifying that dissenting shareholders may only exercise the right of withdrawal in relation to the totality of the Common Shares of which they were proven holders since the close of trading on March 27, 2025 (inclusive) and maintained under their ownership uninterruptedly until the date of the effective exercise of the right of withdrawal, with partial exercise of the right of withdrawal not being permitted.

At an appropriate and opportune moment, Eletropar will disclose a Notice to Shareholders containing detailed information for the exercise of the right of withdrawal.

For clarification purposes, there are no preferred shares issued by Eletropar as of this date, with the entirety of its capital stock being composed of Common Shares.

3.               Inform the date of the first publication of the call notice of the meeting, as well as the date of the disclosure of the material fact regarding the resolution that gave or will give rise to the withdrawal.

The call notice of the Meeting was first published on March 27, 2025. The material fact regarding the resolution that will give rise to the right of withdrawal was disclosed on March 27, 2025.

4.               Inform the period for exercising the right of withdrawal and the date that will be considered for determining the holders of shares who may exercise the right of withdrawal.

The period for exercising the right of withdrawal is thirty (30) days from the date of publication of the minutes of the Meeting, to be held on April 29, 2025, at 2 p.m., and if the dissenting shareholder does not exercise it, their right will lapse, pursuant to paragraph 4 of article 137 of the Brazilian Corporate Law.

Only dissenting shareholders who maintain uninterrupted ownership of their Common Shares between the close of trading on March 27, 2025 (including), the date of the first publication of the call notice for the meeting, and the date of the effective exercise of the right of withdrawal will be entitled to the right of withdrawal.

For clarification purposes, shareholders who acquired Common Shares from March 28, 2025 (including), or those who acquired Common Shares via “share loan” will not be entitled to the right of withdrawal due to the Merger.

It is worth clarifying that dissenting shareholders may only exercise the right of withdrawal with respect to the entirety of the Common Shares of which they were proven holders since the close of trading on March 27, 2025 (including) and maintained under their ownership, uninterruptedly until the date of the effective exercise of the right of withdrawal, with partial exercise of the right of withdrawal not being permitted.

Pursuant to article 137, paragraph 3, of the Brazilian Corporate Law, the management of Eletropar may, within ten (10) days after the end of the period for exercising the right of withdrawal, which will begin with the publication of the minutes of the Meeting, call a general meeting to reconsider the resolution due to the volume of the right of withdrawal eventually exercised by the dissenting shareholders.

Thus, the date of the effective payment of the reimbursement amount to dissenting shareholders who exercise the right of withdrawal will be timely informed through a notice to shareholders, which will be disclosed on the date: (i) of the decision of Eletropar's management not to exercise the right to call a new meeting to reconsider the resolution on the Merger, as provided for in article 137, paragraph 3, of the Brazilian Corporate Law, within ten (10) days after the end of the period for exercising the right of withdrawal; or (ii) of the ratification of the resolution in a new general meeting, which has been called by the management due to the prerogative of reconsideration. If the new meeting reconsiders the said resolution, the Merger will not be implemented, and there will be no withdrawal or reimbursement.

5.               Inform the reimbursement amount per share or, if it is not possible to determine it in advance, the management's estimate of this amount.

Dissenting shareholders who exercise the right of withdrawal will be entitled to a reimbursement amount of eighteen Brazilian reais and four thousand, six hundred and thirty-five cents (BRL 18.4635) per Common Share, without the incidence of monetary restatement, subject to the possibility of calling a general meeting to reconsider the Merger.

6.               Inform the method of calculating the reimbursement amount.

Considering that Eletropar's Bylaws do not establish a rule for determining the reimbursement amount, pursuant to article 45, paragraph 1, of the Brazilian Corporate Law, the reimbursement amount must be calculated based on the net equity stated in Eletropar's consolidated financial statements as of December 31, 2023, approved at the ordinary general meeting held on April 29, 2024.

7.               Inform whether shareholders will have the right to request the preparation of a special balance sheet.

Pursuant to article 45, paragraph 2, of the Brazilian Corporate Law, dissenting shareholders will be allowed to request, within the period for exercising the right of withdrawal, the preparation of a special balance sheet.

In line with the understandings of the Board of the Brazilian Securities and Exchange Commission (CVM), the date of the preparation of the special balance sheet will be defined by Eletrobras.

Pursuant to the same article of the Brazilian Corporate Law, if any dissenting shareholder exercises this right, Eletropar will immediately pay eighty percent (80%) of the reimbursement amount indicated in item 5 above and, once the special balance sheet is prepared, will pay the remaining balance within one hundred and twenty (120) days from the resolution of the Meeting. 5

8.               If the reimbursement amount is determined through an appraisal, list the experts or specialized companies recommended by the management.

Not applicable.

9.               In the case of a merger, merger of shares, or consolidation involving controlling and controlled companies or companies under common control.

a.              Calculate the share exchange ratios based on the net equity value at market prices or another criterion accepted by the CVM.

Based on the appraisal report of Eletrobras and Eletropar prepared by Ernst & Young Assessoria Empresarial Ltda. for the purposes of article 264 of the Brazilian Corporate Law ("Article 264 Appraisal Report"), the share exchange ratio would be one (1) common share of Eletropar for zero point five two nine six (0.5296) common share of Eletrobras.

b.              Inform whether the share exchange ratios provided for in the transaction protocol are less advantageous than those calculated according to item 9(a) above.

The exchange ratio presented in the protocol and justification of the Merger, compared to the exchange ratio presented in item a above, is more advantageous for Eletropar's shareholders and, therefore, the provision in paragraph 3 of article 264 of the Brazilian Corporate Law will not apply to Eletropar's dissenting shareholders, so these shareholders may exercise their right of withdrawal based on the reimbursement amount determined pursuant to article 45, paragraph 1, of the Brazilian Corporate Law (which means the net equity value stated in Eletropar's consolidated financial statements as of December 31, 2023). a The reimbursement amount determined pursuant to article 45, paragraph 1, of the Brazilian Corporate Law is eighteen reais and four thousand, six hundred and thirty-five cents (BRL 18.4635), while the amount determined in the Article 264 Appraisal Report is thirteen reais and three thousand and thirty-eight cents (BRL 13.3038) per Common Share.

c.              Inform the reimbursement amount calculated based on the net equity value at market prices or another criterion accepted by the CVM.

Based on the Article 264 Appraisal Report, the reimbursement amount is thirteen reais and three thousand and thirty-eight cents (BRL 13.3038) per Common Share.

10.           Inform the equity book value of each share determined according to the last approved balance sheet.

The equity book value per share of Eletropar, based on the net equity presented in the consolidated financial statements of Eletropar as of December 31, 2023, approved at the ordinary general meeting held on April 29, 2024, is eighteen reais and four thousand, six hundred and thirty-five cents (BRL 18.4635).

SCHEDULE 9

Section 2 of the Company's Reference Form (management’s discussion and analysis on financial conditions and results of operations)

2.       Management comments

Unless otherwise indicated, the financial information contained in items 2.1 to 2.9 of this section is derived from the consolidated individual financial statements for the fiscal year ended December 31, 2024, prepared in accordance with accounting practices adopted in Brazil, including the accounting pronouncements issued by the Accounting Pronouncement Committee (CPC) and the international financial reporting standards (International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).

The analysis of the directors clarifying the results obtained and the reasons for the variation in the values of the Company's balance sheet accounts constitutes an opinion on the impacts or effects of the data presented in the financial statements on the Company's financial position and operating results. The Company's management cannot guarantee that the financial situation and operating results obtained in the past will be reproduced in the future.

On July 1, 2024, after fulfilling all the established conditions, the incorporation of Furnas was completed, as mentioned in items 1.1 and 1.12 of this Reference Form. Therefore, from that date, all rights and obligations were absorbed by Eletrobras and the legal personality of Furnas ceased to exist. The comments on the result referring to Eletrobras Holding consider, from 3Q24, Furnas and its newly incorporated assets.

The information in this section 2 should be read and analyzed in conjunction with the Company's consolidated financial statements, available on its website (https://ri.eletrobras.com/) and on Brazilian Securities and Exchange Commission (CVM) (www.cvm.gov.br).

a.       General financial and equity conditions

In 2024, Eletrobras reported a consolidated net income of BRL10,380,754 thousand, higher than the BRL 4,394,861 thousand obtained in 2023.

Eletrobras' operating and financial results for 2024 reinforce its solid financial position, allowing it to accelerate investments in the modernization of its assets, expansion through transmission auctions, operational optimization, and effective reduction of legacy liabilities and contingencies.

In 2024, Net Operating Revenue was BRL 40,181,552 thousand, registering an increase of 8% compared to 2023, when it corresponded to the amount of BRL 37,158,908 thousand.

Evaluation of Indicators

The table below presents the evolution of indicators considered important by Management for evaluating the Company and its financial and equity situation in the last fiscal year, ended in 2024. Based on these indicators, the Company's Management assesses that the Company's financial and equity conditions are sufficient to implement its business plan.

Table 2.1.1 – Indicator Evolution

¹Corresponds to the division between current assets and current liabilities.

²Corresponds to loan payable and debentures, according to section 2.5 - Non-accounting measurements.

3 Corresponds to the sum of (i) Cash and cash equivalents, Securities and current securities; (ii) Financing receivable and (iii) Net balance of Itaipu's Financial Assets.

4 Corresponds to the Gross Financial Debt subtracted from Cash Equivalents.

5 Corresponds to the Division between Cash and Current Liabilities.

6 Corresponds to the Division between Net Debt and Equity.

Current Liquidity Ratio

In 2024, there was an increase in Eletrobras' current liquidity ratio from 1.77 to 2.04, due to the growth in the balance of current assets from BRL 48,022,312 thousand in 2023 to BRL 64,451,102 thousand in 2024. The change was mainly identified by the increase in the Availability and Securities accounts due to the funding carried out in the 2024 fiscal year, of BRL 29,965,839 thousand.

Gross Debt

The Gross Debt increased by 27.18%, from BRL 59,460,369 thousand in 2023 to BRL 75,620,574 thousand in 2024. This growth reflects the funding of BRL 29,965,839 thousand, most of which was the issuance of debentures in the amount of BRL 17,813,795 thousand, in addition to access to the international market, with emphasis on the issuance of bonds by Eletrobras, of US$ 750 million maturing in 2035, and the contracting of financing in the amount of US$ 400 million, with a guarantee from the Italian Export Credit Agency – Servizi Assicurativi Del Commercio Estero SPA (SACE).

Considering the management of liabilities carried out by Eletrobras, the average term of the debt was extended by about 10.7 months and the average total cost went from CDI + 1.5% p.a. to CDI + 0.1% p.a.

Availability

Cash and cash equivalents increased by 84.55%, from BRL 19,594,693 thousand in 2023 to BRL 36,162,958 thousand in 2024. This variation is mainly due to the increase in cash and cash equivalents and securities, in the amount of BRL 18,966,542 thousand in 2023 and BRL 35,524,360 thousand, substantially due to the inflows of funds related to the funding that occurred in 2024.

Net Debt

Net Debt totaled BRL 39,457,615 thousand in 2024, compared to BRL 39,865,677 thousand in 2023, remaining stable in the period, despite the significant funding made. The funds obtained remain substantially available to the Company, in line with its liquidity strategy in the short term.

Immediate Liquidity

The Immediate Liquidity indicator increased by 0.42, from 0.72 in 2023 to 1.14 in 2024. This change was mainly due to the growth in Cash and Cash Equivalents. Thus, the Company presented sufficient liquidity to cover all its investments, current expenses, debt payments and other expenses in the course of its operating activities.

Net Leverage

The Net Leverage ratio decreased by 3.11 percentage points, from 35.45% in 2023 to 32.34% in 2024, mainly reflecting the impact of the change in net debt.

b.       Capital Structure

The capital structure consists of the way a company finances its activities, and can combine equity and third-party capital, either with loans and financing with the main financial institutions (domestic or international) or by issuing securities in the capital market. In this sense, the indicator measured by the ratio between third-party liabilities and total liabilities was 57.91% in 2024.

The proportion between total financing from equity sources and third-party capital sources in 2024 was 72.59%.

The table below shows the evolution of these indicators in 2024.

Table 2.1.2 – Capital Structure (values in BRL thousands)

Considering the Company's capital structure, its current debt profile, its cash flow generation and its liquidity, the Company believes it has sufficient liquidity to cover all its investments, current expenses, debt payments and other expenses in the course of its operating activities.

c.       Payment capacity in relation to financial commitments

The Company continuously evaluates opportunities to increase cash generation and is committed to reducing costs and expenses, maintaining an adequate level of debt and ensuring financial discipline in capital allocation.

Based on the information described below, which includes the Company's indebtedness profile, with the respective amortization schedule and its availabilities, read together with the liquidity ratios set forth in item 2.1 (a) and also considering the Company's leverage capacity, Eletrobras' Management understands that, on the date of presentation of this Section 2, is able to honor its financial commitments. As of December 31, 2024, the Company was in compliance with its financial commitments and maintained a cash balance and cash equivalents in the amount of BRL 26,572,522 thousand as presented in the December 2024 Financial Statements.

The following table shows the amortization flow for the payment of loans, financing, bonds, commercial notes and debentures on the base date of 12/31/2024, for subsequent years:

Table 2.1.3 – Amortization Flow for Loans and Financing (amounts in BRL thousands)

d.       Sources of financing for working capital and investments in non-current assets used

The Company's capital needs are financed through resources from its operations and through financing with third-party resources, such as capital market operations, such as debentures, incentivized debentures, commercial notes, as well as bilateral financing operations with national and international financial institutions, as well as through any liability management operations. The Company also has statutory authorization to raise funds through an authorized capital increases.

In 2024, the inflow of funds related to third-party capital was in the amount of BRL 29,965,839 thousand.

e.       Sources of funding for working capital and investments in non-current assets that you intend to use to cover liquidity shortfalls

The Company's main sources of cash generation come from its electricity generation, transmission operations and from its interests in other companies in the electricity sector. Thus, the Company understands that there are no risks or liquidity deficiencies.

However, if the need to obtain funds to make investments in non-current assets and working capital is verified, Eletrobras could envision a range of alternatives as means to enable the achievement of the necessary amounts. To this end, it is considered feasible:

In any case, it should be noted that the terms and conditions of the financing, loans or bonds that may potentially be issued must be compatible with the construction schedule of the projects to which they are associated, in the same way that the cost must be adequate to the cash flow of the project considering the characteristics of the project's remuneration. Periodically, Eletrobras considers new potential investment opportunities, which can be financed with funds generated by its operations, fundraising from third parties, such as loans, financing and issuance of debt securities, capital increases or other sources of funding that may be available at the time in question.

f.       Debt levels and the characteristics of the main debts

i.       Relevant loan and financing agreements

Operations carried out by the Company:

Throughout the 2024 fiscal year, the Company concluded the issuance of credit operations. The main emissions are listed in the following table.

Table 2.1.4 – Fundraising in 2024 (amounts in BRL thousands)

As previously highlighted, an important aspect to be noted in the previous table is that the Company returned to the international market in 2024. Of note are the settlement of bonds in the total amount of US$ 750 million (BRL 4,219,050 thousand), and for the contracting of a financing of US$ 400 million (BRL 2,384,383 thousand), with a guarantee from the Italian Export Credit Agency – Servizi Assicurativi Del Commercio Estero SPA (SACE). The total term is 10 years, with a 3-year grace period and 7 years of amortization.

The following table lists the active contracts in 2024 consolidated by the Eletrobras group, totaling gross debt of BRL 75,620,574 thousand:

Table 2.1.5 – Financing contracts in force in 2024 (amounts in BRL thousands)

It is highlighted that 16.9% of the Company's gross debt, or BRL 12,809,872 thousand, was positioned as short-term obligations and 83.1%, or BRL 62,810,702 thousand, corresponded to long-term obligations.

In addition, the Company has been imposing an increasingly efficient and competitive financial management over the last few years, which has been reflected in the gradual change in its debt profile, as can be seen from the portfolio of credit operations in force.

Additional information on the Company's debentures and commercial notes is available in section 12.3 of this Reference Form.

Guarantees provided by Eletrobras

Eletrobras, in the fundamental performance of its role as Holding Company of the largest energy economic group in Brazil, assumes, through the provision of guarantees, the leading role and responsibility of unrestricted support to the activities of its investees, in proportion to the capital contributed, especially linked to projects resulting from the auctions held by the National Electric Energy Agency (ANEEL) in previous years. in addition to other structuring factors for the Brazilian electricity sector.

In addition, Law No. 14,182, of July 12, 2021, established that Eletrobras and its subsidiaries remain obliged to maintain their guarantees offered to third parties, in contracts signed prior to privatization. As a result of this provision, the guarantees offered by Eletrobras in Eletronuclear's operations are maintained in their entirety, even after the conclusion of the capitalization process and consequent change of control of that company. This situation applies to debt contracts entered into by Eletronuclear in which, within the scope of the current guarantee structure, Eletrobras is directly as a guarantor and/or obliged to provide full shareholder support in the event of default by the borrower.

In 2024, considering the aforementioned context, the guarantees provided to non-controlled companies totaled BRL 25,453,409 thousand.

ii. Other long-term relationships with financial institutions

In 2024, Eletrobras had no other relevant long-term relationships with financial institutions in terms of financial liabilities other than those already indicated in this item 2.1, paragraph (f), item (i).

iii. Degree of subordination between debts

In 2024, the Company's current debts were supported by real or unsecured guarantees, and there was no contractual clause of subordination. Thus, in any universal creditors’ meeting, the subordination of the obligations recorded in the Company's financial statements will take place in accordance with Law No. 11,101, of February 9, 2005.

iv. any restrictions imposed on the issuer, in particular, in relation to indebtedness limits and contracting of new debts, the distribution of dividends, the sale of assets, the issuance of new securities and the sale of corporate control, as well as whether the issuer has been complying with these restrictions.

Relevant contracts - Eletrobras as debtor

The relevant restrictions in force under the Company's contracts are presented below.

Table 2.1.6 – Relevant restrictions in force

The Company monitors compliance with the contractual financial covenants and records that, in 2024, it met the conditions of the restrictive clauses. In addition, it should be noted that, in 2024, Eletrobras is in compliance with all the obligations assumed in the contracts entered into in which it appears as a debtor.

In addition, the risk of non-compliance with these obligations is diligently monitored by the Company so that it is possible, if necessary, to implement timely workarounds to address potential events of default and early maturity and ensure the proper execution of its business and operations contemplated in its strategic plan.

g.       Limits on the use of financing already contracted and percentages already used

In 2024, of the funds arising from loans and financing contracted by the Company and its consolidated investees, only the contracts signed between Eletrobras Chesf and Banco do Nordeste (BNB) in 2020 and 2023 had a balance to be disbursed, equivalent to 17.1% of the total amount financed, in the amount of BRL 61,522 thousand.

h.       Significant changes in items on the income and cash flow statements

Table 2.1.7 – Income Statements (amounts in BRL thousands)

Net Operating Income

Compared to 2023, net operating revenue increased 8.1%, from BRL 37,158,908 thousand to BRL 40,181,552 thousand in 2024.

In the generation segment, this variation was mainly due to:

In the transmission segment, revenue increased 10.7%, from BRL 17,432,037 thousand in 2023 to BRL 19,292,579 thousand in 2024, mainly due to the 40.6% increase in construction revenue, directly related to the investments made (appropriated and allocated) in ongoing transmission projects, with emphasis on: Eletrobras (BRL 441,359 thousand), Eletrobras Eletronorte (BRL 365,088 thousand), Nova Era Janapu (BRL 174,564 thousand), Eletrobras Chesf (BRL 168,046 thousand) and Eletrobras CGT Eletrosul (BRL 51,888 thousand).

Operating Costs

Operating costs in 2024 increased by 19%, migrating from the level of BRL 18,673,499 thousand in 2023 to BRL 22,143,030 thousand in 2024. This variation was due to:

There was a variation in construction costs, which increased by 30% in 2024, from BRL 3,291,132 thousand in 2023 to BRL 4,286,914 thousand in 2024. This increase was directly related to the investments made (appropriated and allocated) in the ongoing transmission projects mentioned above.

Operating Expenses

Operating expenses in 2024 decreased by 38.9%, from BRL 7,456,137 thousand in 2023 to BRL 4,559,135 thousand in 2024. This variation was mainly due to:

(a)    the reversal of BRL 167,000 thousand referring to the impairment of UTE Santa Cruz and provision for loss of BRL 125,822 thousand in on the sale of the interest in ISA Energia; and

(b)    constitutions of BRL 871,403 thousand and reversals of BRL 1,116,720 thousand.

Regulatory Remeasurements

Regulatory remeasurements had a significant increase in 2024, from a negative balance of BRL 12,144 thousand in 2023 to BRL 6,129,771 thousand in 2024. The remeasurements of the renewed contracts occurred mainly due to the revision of the projection of the BNES Economical (Basic Network Existing System) despite the reduction of the APR, the Company remeasured the flow of APR of the BNES, based on the parameters below, considered in the periodic tariff review (PTR):

The remeasurement carried out resulted in an impact of BRL 6,129,771 thousand, with BNES being the main component of this value, representing BRL 5,930,762 thousand.

Financial Result

The net financial result decreased by 3%, from a financial expense of BRL 12,002,121 thousand in 2023 to a financial expense of BRL 11,628,120 thousand in 2024. This reduction is mainly due to variations in inflation and interest rates. The cumulative IPCA was 4.83% in 2024, slightly above the 4.62% recorded in 2023, as well as a reduction in the CDI rate from 2023 to 2024. This scenario impacted the monetary adjustment of indexed liabilities, such as compulsory loans, contributing to the reduction of financial expenses.

Income from Equity Interests

The result of equity interests on accounted investments increased 21% in 2024 compared to the amount of BRL 2,062,090 thousand in 2023. This increase was mainly due to the improvement in the result of minority stakes held by Eletrobras due to advances in the management of the investee portfolio. Among these variations, the positive equity records of the investees ISA Energia with BRL 874 million, Eletrobras Termonuclear S.A. com BRL 562 million and SPE Belo Monte Transmissora de Energia (BMTE) with BRL 292 million stand out. On the other hand, SPE Norte Energia and SPE Enerpeixe had negative contributions of BRL 836 million and BRL10 million, respectively.

Other Income and Expenses

Other revenues and expenses decreased by BRL 514,740 thousand, from BRL 651,280 thousand in 2023 to BRL 136,540 thousand in 2024, especially due to the write-off of the obligation of BRL 96 million, referring to the assumption of the debts assumed by the former Centrais Elétricas de Rondônia S.A. (Ceron).

Income Tax and Social Contribution

The provision for IR and CSLL, considering deferred and current tax, revenue decreased from BRL 2,998,498 thousand in 2023 to an expense of BRL 240,030 thousand in 2024, representing a decrease of 108%. This variation was mainly due to:

Net Income for the Year

Eletrobras posted a net income of BRL 10,380,754 thousand in the 2024 fiscal year, compared to the net income of BRL 4,394,861 thousand recorded in 2023, representing a variation of 136%, as explained in the previous items.

Table 2.1.8 – Cash Flow Statements (amounts in BRL thousands)

From Operational Activities

In 2024, cash flows from operating activities increased by 50.40%, from BRL 8,235,338 thousand in 2023 to BRL 12,385,583 thousand. This significant growth mainly was due to the extension of the ACR contracts of the Tucuruí HPP, which, through the renegotiation of the GSF, resulted in an increase in the amount of BRL 1,327,396 thousand in revenue, and to the reduction in the payment of taxes due to the fiscal management carried out by the Company.

From (applied) in Investment Activities

In 2024, the cash flows generated by investment activities had a negative change, changing from a balance of BRL 827,038 thousand in 2023 to a negative balance of BRL 8,660,321 thousand in 2024. This variation was due to the higher investment in securities in the amount of BRL 3,064,434 thousand compared to the redemption of BRL 3,143,232 thousand in 2023.

From (applied) in Funding Activities

In 2024, cash flows from financing activities increased by 245.1%, from a negative cash flow of BRL 6,755,131 thousand in 2023 to a positive cash flow of BRL 9,800,889 thousand in 2024. This variation was due to the fundraising in the amount of BRL 29,965,839 thousand in 2024 compared to the amount of BRL 11,821,045 thousand in 2023.

a.       Results of the Company's operations, in particular

i.       Description of any important components of the recipe

Operating Revenues Electricity Operations

Eletrobras' revenues derive mainly from the generation and transmission of electricity.

Generation: Revenues from the generation activity derive from the sale of electricity generated by Eletrobras to distribution companies and free consumers and from the revenue from operation and maintenance of plants whose concessions were renewed under the terms of Law No. 12,783/2013, later amended by Law No. 14,182/2021, which provided for the capitalization of Eletrobras and the execution of new concession contracts under an independent production regime for the plants reached by Law No. 12,783/2013. Such revenues occur at the amounts agreed upon in contracts, observing the revenues arising from settlement in the short-term market. There is also the receipt for the provision of ancillary services by some hydroelectric plants, as provided for by ANEEL Normative Resolution No. 1,030/2022, which may be remunerated by ancillary services tariff (TSA) or annual revenue, as applicable.

Transmission: Revenues from transmission activity derive from the construction and operation of transmission line infrastructure by Eletrobras, as well as from the operation and maintenance of these facilities and are known as Annual Permitted Revenue (APR), approved by ANEEL for each tariff cycle. The APR is obtained from the revenues received from sectoral agents that use Eletrobras' transmission facilities. The price charged to the sectoral agents that connect to the transmission networks in this activity is regulated and known as the tariff for the use of the transmission system (TUST). Eletrobras, as a transmission of electricity, cannot negotiate prices with users. For some contracts, the APR is fixed and monetarily updated by price ratio once a year. For the other contracts, the APR is monetarily updated by price ratio once a year and reviewed every five years. In the annual monetary update process, revenues are also established for investments in reinforcements and improvements expected to come into operation. For transmission concessions renewed under the terms of Law No. 12,783/2013, there is a specific methodology for reviewing the operating costs to be recognized in the revenue.

Other Operational Revenues

Operational revenues from other activities not attributable to the generation and transmission segments are recorded by Eletrobras in the Administration segment and include, mainly, telecommunications companies that use part of our infrastructure to assemble telecommunications lines. Eletrobras' revenues may also come from the provision of engineering services related to third-party generation and transmission works or energy efficiency.

Financial Revenues

Financial revenues come from the remuneration that Eletrobras receives from investments in financial instruments, as well as from the interest, commissions and fees obtained as a result of the loans it grants in accordance with the provisions of Brazilian law, which allows the Company to act as a financier of its subsidiaries that provide public services. They also reflect the revenues from the late payment on electricity paid to Eletrobras, as well as the impact of monetary adjustments and other financial revenues.

Monetary and Exchange Revenues (Expenses)

Monetary and exchange revenues (expenses) refer mainly to the impacts of the Selic and IPCA variation and transactions in foreign currency, especially US dollars.

ii. Factors that materially affected the results of operations

The Company's operating results were materially affected:

Brazilian Macroeconomic and Sectoral Conditions

The country's Gross Domestic Product (GDP) advanced in 2024 and ended the year with a growth of 3.4%, according to the IBGE.

Inflation, measured by the variation of the IPCA, ended 2024 at 4.83%. The biggest impacts on inflation in 2024 came from the group of food and beverages, which accumulated a rise of 7.69% in 12 months and contributed 1.63 percentage points to the IPCA for the year. In addition, the cumulative increases in the prices of the groups health and personal care (6.09%) and transportation (3.30%) also had significant impacts (of 0.81 p.p. and 0.69 p.p., respectively) on the year’s IPCA. Together, these three groups accounted for about 65% of 2024 inflation.

Provision for Judicial Contingencies of Compulsory Loans

There is a significant judicial litigation involving Eletrobras, in which the largest number of lawsuits has the purpose of challenging the criteria for monetary adjustment of the book-entry credits of the Compulsory Loan on the consumption of electricity, determined by the legislation that governs the Compulsory Loan and applied by the Company, and the application of inflationary purges resulting from economic plans implemented in Brazil.

Eletrobras, within the scope of these processes, has recorded provisions regarding:

In 2024, a net reversal of constitution in the amount of BRL 1,453,036 thousand was recognized, making a provision stock of BRL 13,576,565 thousand, referring to the compulsory loan processes. For more information on the processes related to compulsory lending, see items 4.4 and 4.7 of this Reference Form.

Compulsory Loan – Judicial Settlements

The Company has been adopting measures to mitigate the risks involved and enable better planning of cash disbursements to optimize tax use through the execution of agreements. Since the last quarter of 2022, when negotiations began, Eletrobras has reduced provisions in the order of BRL 12,220,333 thousand, of which BRL 11,314,550 thousand through judicial settlements, assuming the commitment to pay approximately BRL 7,588,822 thousand, partly in cash and partly with assets (such as interests in affiliated companies), resulting, therefore, in savings for Eletrobras of approximately BRL 3,725,729 thousand in relation to the risk provisioned for these lawsuits. By 2024, Eletrobras has already paid the approved agreements, and is awaiting a court decision to ratify the Agreements and extinguish the respective lawsuits for payment of the balance of BRL 1,105,534 thousand.

Contractual Transmission Asset

The Company registers the right to the consideration originated by the construction of the transmission projects, within the scope of the concession contracts, under the heading Contractual Transmission Asset.

The movement of these assets, in the years ended in 2024 and 2023, is shown in the following table.

Table 2.2.1 – Movement of Contractual Transmission Assets (amounts in BRL thousands)

The balance of the contractual assets represents the present value of the consideration that the Company becomes entitled to as it advances in the construction of the transmission assets. The discount rates applied at the beginning of each project are, on average, 6.55% per year for renewed contracts and 6.63% per year for tendered contracts.

The balances of the contracts are monetarily substantially adjusted by the IPCA, except for contracts 004/2004, 010/2005, 007/2005, 008/2005, 006/2005 and 034/2001, which are updated by the IGPM.

In July 2024, ANEEL published Ratifying Resolution No. 3,348/2024, which established the APRs for the 2024-2025 cycle.

Table 2.2.2 – Approved APR (values in BRL thousands)

In the third quarter of 2024, based on the release of the APR for the 2024-2025 cycle by ANEEL, the Company calculated the present value of the installments of the APRs related to the construction of the transmission projects, considering the remuneration rate of each concession contract, and compared it with the balance of the contractual assets. The difference between the recalculated present value and the book balance of the contractual asset, when it occurred, was recorded in counterpart to the Company's result.

Of the balance of the contractual assets of the transmission in 2024, the amount of BRL 32,870,307 thousand corresponds to the right to the consideration originated by BNES's non-depreciated infrastructure, when the concessions were renewed in 2012, under the terms of Provisional Measure No. 579/2012, converted into Law No. 12,783/2013. The flow approved by ANEEL for the receipt of APRs related to BNES is contained in ANEEL's Ratifying Resolutions No. 3,344/2024 and No. 3,348/2024.

Table 2.2.3 – Receipt of APRs related to BNES (amounts in BRL thousands)

Impairment

The Company estimates the recoverable value of its fixed and intangible assets based on value in use, which is measured by the present value of the estimated future cash flow. The assumptions used consider the Company's Management's best estimate of future trends in the electricity sector and are based on both external sources of information and historical data from the cash-generating units.

Below are the impairment positions in 2024.

Table 2.2.4 – Impairment Positions (values in BRL thousands)

b) changes in revenues attributable to changes in prices, exchange rates, inflation, changes in volumes and the introduction of new products and services

The deprecation of the real by 21.82% against the US dollar in 2024 negatively impacted Eletrobras' debts indexed to foreign currencies. The Company recorded a reduction in the exchange variation of BRL 198,725 thousand compared to 2023.

The Company has a financing agreement with KfW in U.S. dollars, without hedging. Until March 2023, there was foreign exchange exposure in other debts, but in April 2023, a hedge of the 2025 and 2030 bonds was carried out to protect against exchange rate variation, assuming a passive position in reais and the change in the value of the liability linked to the variable yield curve in reais (CDI). Currently, only the contract with KfW is not hedged.

Regarding the CDE's net monetary adjustments, related to the river basins and others in 2024, the Company presented a reduction of BRL 841,147 thousand, totaling R$ 2,670,918 thousand, compared to BRL 3,512,065 thousand in 2023.

c) impact of inflation, price variation of the main inputs and products, exchange rate and interest rate on Eletrobras' operating results and financial results, when relevant

Variations in the DSP influence the generation segment in the short-term market because they price the difference between contracted energy and actual energy consumption. When there is greater supply, with full reservoirs and high flow forecasts, the DSP tends to decrease. On the other hand, when there is a shortage of supply, the DSP tends to increase, as the opportunity cost of using the water stored in the reservoirs is also high.

The value of the DSP is expressed in reais per megawatt-hour (BRL/MWh) and its calculation is mainly influenced by: climatic and hydrological conditions, production cost of the plants, energy demand and availability of generation and transmission of the electric system.

Variations in the inflation rate influence the transmission segment due to most transmission contracts being corrected by the Extended National Consumer Price Index (IPCA). Contractual (financial) revenue is associated with the application of inflationary indices to the balances of the contract assets of each concession.

Exchange Rate Variations

The Company presented exposure between assets and liabilities indexed to foreign currency, especially to the U.S. dollar.

In September 2024, the Company contracted a derivative operation called Cross Currency Swap in the notional amount of BRL 4,229 million, with the objective of protecting the bonds issued in relation to exchange rate variation, with a fixed rate in dollars in the active leg and a variable rate in CDI in the passive leg.

Regarding the debenture issuances that took place in 2024, Eletrobras contracted a price ratio swap in the total notional amount of BRL 4,229 million with the purpose of generating protection for possible fluctuation in inflation, exchanging flow in IPCA for flows in CDI.

To cover risks related to commercial contracts, the company uses a forward contract (NDF - Non Deliverable Forward) to lock in project costs, with the execution of BRL 496 million in forward contracts in 2024.

In 2024, the Company made Credit Agreement 4131 loans, which are foreign currency loans granted abroad to a Brazilian company. The swaps used in this type of operation are called Cross Currency fixed float in the notional amount of BRL 1,493 million, with an exchange of flow from the active pole (exchange variation and SOFR rate) to the flow from the passive pole (CDI).

The Company has a Financial Hedging Policy whose objective is to monitor and mitigate exposure to market variables that impact assets and liabilities of Eletrobras and its subsidiaries, thus reducing the effects of undesirable fluctuations of these variables in its financial statements

Further details are available in section 5 of this Form.

Price variation of the main inputs and products

The energy purchased for resale was BRL 3,028,226 thousand in 2023 compared to BRL 5,068,123 thousand in 2024, representing an increase in expenses of 67.4%, due to the greater purchase of energy in the short-term market to meet the sales contracts in the FCE. In addition, the costs related to the termination of energy contracts, renegotiation of the hydrological risk of the Tucuruí HPP and new PPA (Power Purchase Agreement) of incentivized energy stand out.

a.       changes in accounting practices that have resulted in significant effects on the information provided for in fields 2.1 and 2.2

No significant changes were recorded in the Company's accounting practices in the fiscal year ended 2024.

b.       Modified opinions and emphases present in the auditor's report

The Company's Management informs that the report of the independent auditors of the financial statements for the fiscal year ended in 2024 did not present any reservations.

a.       Introduction or disposal of operational segment

There were no changes in the Company's operational segments in the fiscal year ended 2024.

b.       Incorporation, acquisition or sale of equity interest

Acquisition

In December 2024, Eletrobras signed an agreement to acquire 51% of Eletronet S.A. (Eletronet), held by LT Bandeirante. The remaining 49% belong to Eletropar.

Constitution

Creation, in May 2024, of four Special Purpose Entities (SPE), Nova Era Catarina Transmissora S.A., Nova Era Ceará Transmissora S.A., Nova Era Integração Transmissora S.A. and Nova Era Teresina Transmissora S.A. by Eletrobras Eletronorte, due to the auction of 4 lots in Transmission Auction No. 01/2024 held by ANEEL.

Incorporation of Furnas

On July 1, 2024, after all the established conditions were met, the incorporation of Furnas was completed. Therefore, from that date, all rights and obligations were absorbed by Eletrobras and the legal personality of Furnas ceased to exist.

Disposals

Sale of shares of ISA Energia, new name of CTEEP

In July 2024, the Company received the amount of BRL 2,153,842 thousand resulting from the conclusion of the public offering of secondary distribution of 93,000,000 preferred shares of CTEEP, at the price of BRL 23.50 per share, net of selling expenses.

Thermal

Completion of the sale process of the Candiota thermoelectric complex (350MW) in January 2024, the Company's only coal-fired asset, to the Âmbar Energia S.A. group. In addition, an agreement was signed with the Âmbar Energia S.A. group for the sale of the Company's thermoelectric portfolio for a total amount of BRL 4.7 billion, including BRL 1.2 billion in earn-out.

Other Shareholdings

Conclusion of the sale of a minority interest of 49% in the capital stock of the 15 Special Purpose Entities: Chapada do Piauí I Holding S.A. and Chapada do Piauí II Holding S.A. to Infraestrutura Brasil Holding XX S.A. managed by Pátria Investimentos, and to Invenergy Wind South America LLC.

c.       Unusual events or operations

There were no unusual events or operations in 2024.

a)           Inform the value of non-accounting measurements

The Company uses EBITDA (EBITDA), Net Debt and the Net Debt/EBITDA and Net Leverage indicators.

Table 2.5.1 – Net Debt / EBITDA (amounts BRL thousands)

Table 2.5.2 – Net Leverage (values in BRL thousands)

b)               make reconciliations between the amounts disclosed and the values of the audited financial statements

Table 2.5.3 – EBITDA reconciliation (amounts in BRL thousands)

c)                explain why it is considered that such measurement is more appropriate for the correct understanding of your financial condition and the result of your operations

EBITDA

EBITDA is used by management as an important indicator of operational performance, as it provides a good view of the potential gross generation of resources. Eletrobras' management believes that EBITDA is a practical measure that allows comparison with other companies in the same sector, except for the fact that other companies may calculate their EBITDAs differently.

Net Debt

Net Debt corresponds to the balance of Gross Debt, net of cash balances and cash equivalent, securities (current) and financing and loans (current and non-current).

The Company uses Net Debt to assess its financial position, and its degree of financial leverage, and to assist its managerial decisions related to the management of cash flow, investments and capital structure, as they aim to measure the Company's ability to pay in relation to its indebtedness to third parties, without the influence of tax effects, for instance.

Net Debt is not a recognized measure under BR GAAP or IFRS accounting practices, has no standard meaning and may not be comparable to Net Debt prepared by other companies.

Net Leverage

Net Leverage is a non-accounting measure prepared by the Company, and corresponds to the division between Net Debt and Total Equity. Net Leverage is not a recognized measure under BR GAAP or IFRS accounting practices, has no standard meaning and may not be comparable to Net Leverage prepared by other companies.

Dividend Payment

In January 2025, the Company paid interim dividends in the amount of BRL 2,201,690 thousand referring to the anticipation of the allocation of the results for the 2024 financial year. In addition, the Board of Directors authorized the submission to the General Shareholders' Meeting (AGM), scheduled for April 29, 2025, of the proposal for the distribution of additional dividends of BRL 1,798,310 thousand. If approved by the AGM and considering the interim dividends paid, the total dividends for the 2024 fiscal year will be BRL 4,000,000 thousand, equivalent to 41% of Adjusted Net Income.

Uncrossing with the Company CELG DE PARTICIPAÇÕES - CELGPAR

In January 2025, the Company concluded the uncrossing of the equity interests in the Special Purpose Entities Vale do São Bartolomeu Transmissora de Energia S.A. (VSB) and Lago Azul Transmissão S.A. (LAZ) with CELGPAR, through the acquisition, by Eletrobras, of 10.0% of the interest in VSB and the sale of the 49.9% interest in LAZ, to CELGPAR. As a result, Eletrobras now holds a 100% stake in VSB.

Mediation and Conciliation Chamber of the Federal Public Administration - CCAF

In February 2025, the Company and the Federal Government (parties) concluded the discussions on the premises of conciliation within the scope of the CCAF constituted " for an attempt at conciliation and consensual and amicable solution between the parties", pursuant to the decision rendered by Justice Nunes Marques, rapporteur of Direct Action of Unconstitutionality (ADI) No. 7,385, pending before the Federal Supreme Court.

The parties will make best efforts to draft a Settlement Agreement that will subsequently be submitted to the Company's general meeting for deliberation and ratification by the Federal Supreme Court, which will contain, in summary, the following conditions:

(a) The provisions contained in article 3, item III, paragraphs "a" and "b", of Law No. 14,182/2021, and articles 6, 7 and 8 of the Company's Bylaws, which prohibit any shareholder or group of shareholders from exercising votes in a number greater than 10% of the number of shares in which the Company's voting capital is divided, considered shares acquired before or after the Company's privatization process;

(b) The Federal Government shall recognize, exclusively for the purposes of this conciliation and its subsequent acts, that the shareholders that are part of its group are those provided for in the current wording of Article 8 of the Company's Bylaws;

(c) The Investment Agreement entered into on April 22, 2022 between the Company and Empresa Brasileira de Participações em Energia Nuclear e Binacional S.A. – ENBPar, related to certain aspects related to Eletronuclear S.A., in particular the financing of the Angra 3 Nuclear Power Plant, will be immediately suspended from the execution of the Conciliation Agreement;

(d) The Investment Agreement referred to in the previous item shall be terminated if and when there is a resolution by the competent bodies determining the resumption of the construction of the Angra 3 Nuclear Power Plant;

(e) The termination of the investment agreement will not imply any change, novation or modification of any nature in the guarantees previously provided by the Company in the financing contracted in favor of Eletronuclear S.A.

prior to the privatization of Eletrobras; and (f) There will be no objection by the Company to future capital increases of Eletronuclear S.A. by the Federal Government, directly or indirectly, and in any case, the corporate law, especially Law No. 6,404, of December 15, 1976 (Brazilian Corporation Law), and the provisions protecting the rights of minority shareholders will be observed.

(g) The interested parties will request the National Bank for Economic and Social Development (BNDES) to structure a new and broad model for the project to complete the construction of the Angra 3 Nuclear Power Plant, and for this purpose, a new and independent extrajudicial mediation process should be instituted, within the scope of the Federal Public administration Mediation and Conciliation Chamber (CCAF), with this specific purpose, which will have the participation of all public and private bodies and entities involved and will observe article 36, paragraph 4 of Law No. 13,140, of June 26, 2015, with regard to the consent of the Reporting Minister of the Federal Court of Accounts.

(h) The parties undertake, for the new rounds of negotiation referred to in the previous item, to the premises contained in the provisions of article 10, paragraph 3 of Law No. 14,120, of March 1, 2021, in order to meet, cumulatively, the economic and financial viability of the project and its financing under market conditions, observing the principles of reasonableness and low tariffs, the Energy Research Company – EPE was heard in relation to the impact on the consumer.

(i) The option for the new out-of-court mediation procedure arises from an autonomous decision of the parties, and will not be considered related to or prevent the ratification of the Conciliation Agreement resulting from this out-of-court mediation procedure by the Federal Supreme Court in the records of ADI No. 7,385.

(j) The Federal Government will make efforts to support the Company in a possible divestment process for the sale of its shareholding interest in Eletronuclear S.A., through the search for a new shareholder who can assume, under the terms to be duly agreed, the obligations of the Investment Agreement referred to above.

(k) Eletronuclear S.A. will issue debentures with a total face value of BRL 2.4 billion, to be subscribed by Eletrobras, with restricted use for the financing of the project to extend the useful life of the Angra 1 Nuclear Power Plant, whose issuance of the respective series will observe the needs arising from the physical financial schedule of this project.

(l) The debentures referred to above shall have the following conditions:

• Total term of 10 years

• Grace period of 4 years from each issue

• Cost of National Treasury Notes Series B – NTN-B, plus interest, to be agreed, exclusively in relation to installments that may be defaulted.

(m) Except for installments that may fall due after their grace period, the debentures referred to above will be mandatorily convertible into shares of Eletronuclear S.A., if the following conditions are cumulatively met:

• Reduction of the Sum of Expenses for Personnel, Materials, Third-Party Services and Others (PMSO) of Eletronuclear S.A. to the regulatory level defined by the National Electric Energy Agency (ANEEL), with a downward trajectory defined until the end of the grace period of the debentures.

• The evaluation of compliance with the regulatory PMSO must observe the occurrence of situations that constitute an unforeseeable event or force majeure and may not consider any expense:

▪ related exclusively to the project for the construction and operation of the Angra 3 Nuclear Power Plant; or

▪ that results from the aforementioned PMSO adjustment process.

• Obtaining additional resources for the full financing of the project to extend the useful life of the Angra 1 Nuclear Power Plant, if necessary, for which the receivables related to this Plant will be given as collateral.

• Resolution of the competent bodies determining the resumption of the construction of the Angra 3 Nuclear Power Plant, subject to the completion of the new studies by the BNDES and the conclusion of the new extrajudicial mediation procedure provided for in this material fact, and the Federal Government and/or ENBPar must contribute their contributions to the financing of this project exclusively through capital or concession of guarantee, respecting at least the amount necessary to prevent the increase in the relative participation of Eletrobras in the total capital stock of Eletronuclear S.A. due to the conversion of the debentures into shares, also observing the amounts resulting from the capitalization provided for in the item below.

• Capitalization of loans or advances for future open capital increase granted by the Federal Government and/or ENBPar in favor of Eletronuclear S.A. in any capacity.

(n) Of the total number of debentures referred to above, the amount of BRL 500 million will not be converted into shares of Eletronuclear S.A., in the event that there is a consensus between the parties as to the modeling for the project to conclude the construction of the Angra 3 Nuclear Power Plant within the scope of the Federal Public Administration Mediation and Conciliation Chamber (CCAF) to be established for this specific purpose, as provided for in this material fact.

(o) The termination of the investment agreement will not imply any change, novation or modification of any nature in the guarantees previously provided by the Company in the financing contracted in favor of Eletronuclear S.A. prior to the privatization of Eletrobras.

(p) The receivables of the Angra 1 Nuclear Power Plant, in the amount not committed to the contracting of financing, if necessary, for the full completion of the project to extend the useful life of said Angra 1 Nuclear Power Plant, will be given as collateral for the financing raised prior to the privatization of the Company to enable the completion of the construction of the Angra 3 Nuclear Power Plant.

(q) There will be no objection by the Company to future capital increases of Eletronuclear S.A. by the Federal Government, directly or indirectly, and in any case, the corporate legislation will be observed, in particular Law No. 6,404, of December 15, 1976 (Brazilian Corporation Law), and its provisions protecting the rights of minority shareholders.

Delisting of shares

In March 2025, the Board of Directors of BME – Bolsa y Mercados Españoles Sistemas de Negociación S.A., approved the request for delisting the shares issued by Eletrobras from the Latin American Stock Market (Latibex), therefore, the Company is no longer listed in this trading environment. The shares issued by the Company continue to be traded on B3 S.A. – Brasil, Bolsa, Balcão and on the New York Stock Exchange - NYSE.

Creation of EletrobrasPrev

In March 2025, Previc authorized the creation of a new closed supplementary pension entity – EletrobrasPrev (Private Pension Foundation). The decision was published in the edition of the Official Gazette of the Federal Government 3/12/2025 through PREVIC Ordinance No. 225/2025.

Tabela 2.7.1 – Política de destinação dos resultados

2.8.       Relevant items not disclosed in the financial statements

a)               the assets and liabilities held by the Company, directly or indirectly, that do not appear on its balance sheet (off-balance sheet items), such as: i) written off receivables portfolios on which the entity has not retained or substantially transferred the risks and rewards of ownership of the transferred asset, indicating respective liabilities; ii) contracts for the future purchase and sale of products or services; iii) unfinished construction contracts; and iv) contracts for future receipt of financing.

All assets and liabilities held by Eletrobras are recorded on the balance sheet.

b)               Other items not disclosed in the financial statements

There are no other relevant items not disclosed in Eletrobras' consolidated financial statements for the fiscal year ended 2024.

2.9.       Comments on items not disclosed in the financial statements:

a)               how such items change or may change the revenues, expenses, operating results, financial expenses or other items of the issuer's financial statements

Not applicable, since there are no other relevant items not disclosed in Eletrobras' consolidated financial statements for the fiscal year ended in 2024.

b)               Nature and purpose of the transaction

Not applicable, since there are no other relevant items not disclosed in Eletrobras' consolidated financial statements for the fiscal year ended in 2024.

c)                nature and amount of the obligations assumed and the rights generated in favor of the issuer as a result of the transaction

Not applicable, since there are no other relevant items not disclosed in Eletrobras' consolidated financial statements for the fiscal year ended in 2024.

2.10.       Business plan:

a.       investments

i.       Quantitative and qualitative description of ongoing and planned investments

The total investments made by Eletrobras in the fiscal year ended December 31, 2024 was BRL 7,709,063 thousand, a reduction of 14.44% compared to the same period of the previous year.

The Company also made investments in its partnerships through capital contribution, totaling BRL 486,351 thousand in 2024, representing a reduction of BRL 1,724,397 thousand compared to 2023. This reduction is explained by the contribution of BRL 2,042,554 thousand to SPE Santo Antônio Energia S.A. (SAESA) in 2023 for debt restructuring purposes. Disregarding this fact, the investment made in 2024 would have been 10% higher than in 2023.

Of the total amount invested in 2024, BRL 3,073,144 thousand were invested in generation, BRL 3,714,272 thousand in transmission and BRL 921,647 thousand in others.

Table 2.10.1 – Investments (amounts in BRL thousands)

Generation

In the generation segment, investments totaling BRL 3,073,144 thousand were made, of which BRL 1,209,804 thousand in the implementation of corporate assets (expansion), BRL 1,385,040 thousand in maintenance/modernization and BRL 478,300 thousand in partnerships.

Detail of investment in expansion: BRL 1,129,214 thousand in Eletrobras CGT Eletrosul, an amount all allocated to the Coxilha Negra Wind Farm.

In maintenance/modernization, the following stand out:

Transmission

In the transmission segment, investments totaling BRL 3,714,272 thousand were made, of which BRL 3,304,090 thousand in reinforcements and improvements, BRL 255,054 thousand in expansion, BRL 93,142 thousand in maintenance, BRL 53,936 thousand in others and BRL 8,051 thousand in partnerships.

In terms of reinforcements and improvements, the following stand out:

Environmental

In 2024, we made environmental investments of BRL 368,005 thousand, of which BRL 49,442 thousand were allocated to comply with an environmental compensation agreement at SAESA and BRL 17,825 thousand to the raising of a stretch of BR-364, near the district of Jaci-Paraná (RO), also by SAESA.

ii. Sources of financing for investments

The main sources of financing for the ongoing and planned projects are composed of cash generation from our operations and funding operations through financing and loans made by the Company.

iii. Ongoing relevant divestments and planned divestments

In accordance with the guidelines of its strategic planning, Eletrobras has sought, in recent years, to rationalize the portfolio of equity interests. Among the operations already carried out, three took place in 2024. As a result, Eletrobras ended the 2024 fiscal year with a total of 63 SPEs (divided into 38 clusters), that is, a reduction of 120 SPEs compared to December 2016 (disregarding the SPEs created for new business).

b) provided that it has already been disclosed, indicate the acquisition of plants, equipment, patents or other assets that should materially influence the issuer's production capacity

No asset and/or equity acquisition operations were completed in 2024.

c) new products and services, indicating: i. description of ongoing research already disclosed ii. Total amounts spent by the issuer on research for the development of new products or services iii. Projects under development already disclosed iv. Total amounts spent by the issuer on developing new products or services

In 2024, Eletrobras consolidated its integrated innovation model that enables the entire Company to generate value at scale with the implementation of technologies. The Company integrated efforts in all areas, engaging teams and promoting a unified vision that accelerates value creation, optimizing the use of resources and positioning itself as a reference in technology and innovation.

We have invested more than BRL 600 million in innovation and technology, consolidating our position as one of the leaders in the sector in investments in new technologies and innovative solutions. We prioritize essential issues for the company, such as: protection of people, the environment and equipment; monitoring of operations; asset digitization; weather forecasts; energy storage; green hydrogen; microgrids and hybrid plants; high-performance computing and; artificial intelligence (AI) at scale applied to critical processes.

Among the main initiatives, we highlight:

These results are driven by Eletrobras' high competence in research and development (R&D) management. In 2024, we advanced in the execution of more than 40 R&D projects in the portfolio following ANEEL regulations, with the Electric Energy Research Center (CEPEL) as Eletrobras' main research and solutions arm in several areas, from the development of software for energy optimization, analysis of electrical networks, automation of electrical systems, asset management, renewable energy and sustainability.

Understanding the importance of engaging partners in Eletrobras' challenges, we continue to advance the Innovation Grid, our platform for connecting with the ecosystem for open innovation, structured in modules that range from the identification of new talents and the co-development of advanced technological solutions to the validation of concepts in the market. In 2024, the program gained even more robustness with the implementation of five innovation hubs, strategically distributed in all regions of Brazil – in partnership with ACATE, Porto Digital, Porto Maravalley, Hub Goiás and Guamá Science and Technology Park.

d) Opportunities included in the issuer's business plan related to ESG issues

Our vision reflects our commitment to society and the environment and guides us to always offer renewable and low-carbon infrastructure and solutions to our customers. Eletrobras' strategic plan includes proposals that aim to capture opportunities appropriate to the current context and its competitive differentials, bringing focus to our future aspiration. As a highlight, in 2024, we completed the sale of UTE Candiota III (350 MW), the only coal-fired asset, and signed an agreement for the sale of approximately 2.1 GW of thermal assets, which will contribute to achieving our goal of being net zero by 2030, in line with our Strategic Plan trajectory.

In addition, adequate social and environmental management is essential to the sustainable continuity of Eletrobras' operations, since our business depends on and directly impacts the environment and involves the relationship with local communities in the country, including indigenous peoples and traditional communities. Therefore, we remain attentive in reconciling our activities with the conservation of the environment and respect for people in all our operations and businesses and transactions, always considering high ethical standards, compliance with legal and regulatory frameworks and agreements to which Brazil and Eletrobras are signatories. In line with our environmental strategy, in 2024, we started the assessment of material impacts, dependencies, risks and opportunities associated with nature in line with the guidelines of the TNFD (Taskforce on Nature-related Financial Disclosures) and Target 15 of the Global Biodiversity Framework. We are also working on risk assessment and the preparation of adaptation plans for our generation and transmission assets aimed at the resilience and longevity of our business.

2.11.       Other factors with a material influence on operational performance and that have not been identified or commented on in the other items of this section

Corporate Advertising

In 2024, we carried out two nationwide advertising campaigns. The advertising campaign "Eletrobras - Energy that doesn´t stop" aimed to strengthen relevant attributes of the Company such as the leadership in the electricity market in Latin America and the recent entry of Eletrobras in the trading segment. Aired from August to December on Open and Closed TV, Internet and Urban Furniture, the commercials and digital pieces highlighted the generation and transmission of clean, safe and uninterrupted energy for the entire country. In a focus on potential customers, the messages reinforced our focus on understanding the needs of consumers and offering personalized energy solutions for each business profile. The campaign was shown about 160 million times to the audience of the digital channels chosen for the campaign, having reached more than 17 million users.

The Safety in the Power Grid campaign, carried out for the first time in an integrated manner between our companies, had the purpose of raising awareness among the population about the risks of improper and illegal practices near the transmission lines, such as burning and releasing kites and balloons. Broadcast from May to December 2024, with a presence on radio and internet, the campaign also addressed the themes "invasion of easement" and "vandalism", and had an unfolding in a special project with the communities: kite workshops. On the radio, the campaign reached more than 23 million people.

Sponsorship

In 2024, Eletrobras carried out sponsorship actions that linked the company's brand to sports, innovation, and customer relationship initiatives. More than BRL 46 million were invested in 66 projects, with emphasis on the "Web Summit Rio 2024", one of the largest innovation events in the world, in an edition held in Rio de Janeiro; support for "Porto Maravalley", an innovation hub in the city of Rio de Janeiro; and the "Museu Nacional Vive" project, to support the reconstruction of the museum after the fire suffered in 2018.

The Company also made it possible to carry out 24 projects selected through the 2023 Eletrobras Companies Sports Sponsorship Program, with an investment of more than BRL 12 million, with emphasis on the successful support to the "Flamengo Olímpico VI – Aquatic and Artistic" and the "Women's Basketball League – LBF.

Social Responsibility and Social Projects

In 2024, the projects carried out in previous years continued, as well as emergency donations, donations to the Childhood and Adolescence Funds (FIA) and the Elderly, donations of unserviceable goods and other projects, totaling the transfer of BRL 9.9 million. The Continuing Education for Educators project stands out, whose objective is to confront the culture of school failure, bringing measurable results in improving education and social development, benefiting 730 education professionals and 8,880 students from the 4th to the 6th grade.

The Eletrobras Volunteer Program, through Mentoring with Energy, impacted 100 young apprentices from the company and partner institutions, including young people with disabilities, in various regions of the country. 2 classes were held, totaling 850 meetings and totaling 1,300 hours of voluntary dedication. The objective of the action is to provide inputs and tools for young people in situations of social vulnerability to develop their professional action plans, contributing to their personal and professional growth. This action reinforces the company's commitment to respect for human rights, social inclusion and valuing people, aligning the values of volunteering with the values of Eletrobras.

SCHEDULE 10

Information required by Schedule A of CVM Resolution No. 81 (proposal for the allocation of net income for the fiscal year ended December 31, 2024)

(under the terms of article 10, sole paragraph, item II, of CVM Resolution No. 81)

1.        Report the net income for the fiscal year

The Company's net profit for the fiscal year ended December 31, 2024 was R$10,378 million.

2.        Report the total amount and value per share of dividends, including interim dividends and interest on the stockholders’ equity already declared

3.        Report the percentage of net profit for the distributed fiscal year

4.        Report the total amount and the value per share of dividends distributed based on profit from previous fiscal years

Not applicable. The distribution of dividends under the terms proposed herein, referring to the fiscal year ended December 31, 2024, is not based on the profit of previous fiscal years.

5.        Report, after deducting the interim dividends and interest on the stockholders’ equity already declared:

a.        the gross amount of dividends and interest on the stockholders’ equity, in a segregated manner, per share of each type and class

The management will propose to the Annual General Meeting the distribution of dividends in the following proportions: