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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___
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COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP PUBLICLY HELD COMPANY CNPJ 43.776.517/0001-80 NIRE nº 35.3000.1683-1 |
EMAE – EMPRESA METROPOLITANA DE ÁGUAS E ENERGIA S.A. PUBLICLY HELD COMPANY CNPJ Nº 02.302.101/0001-42 NIRE 35300153243 |
MATERIAL FACT
Companhia de Saneamento Básico do Estado de São Paulo – Sabesp (“Sabesp”) and EMAE – Empresa Metropolitana de Águas e Energia S.A. (“EMAE” and, together with Sabesp, the
“Companies”), in compliance with the provisions of Brazilian Securities Commission (“CVM”) Resolution No. 44, dated August 23, 2021, as amended, hereby inform their shareholders and the market in general that their respective managements will assess the feasibility of the incorporation, by Sabesp, of all shares issued by EMAE not already held by Sabesp, pursuant to Article 252 of Brazilian Law No. 6,404, dated December 15, 1976, as amended (“Share Incorporation”).
The feasibility study of the Share Incorporation will include the identification of the authorizations, conditions, and procedures required for its implementation, as well as the establishment of independent committees to negotiate the exchange ratio, in accordance with CVM Guidance Opinion No. 35, dated September 1, 2008.
If the Share Incorporation is effectively approved by the Companies’ management bodies and their shareholders, EMAE will become a wholly owned subsidiary of Sabesp, and EMAE’s shareholders will receive, in exchange, shares issued by Sabesp, in accordance with the exchange ratio to be negotiated by the aforementioned independent committees.
The proposed Share Incorporation aims to simplify and optimize the Companies’ corporate structure by consolidating their shareholder bases into a single company and reducing operating costs.
The Companies will keep their shareholders and the market in general duly informed of any developments regarding the Share Incorporation, in accordance with applicable law.
São Paulo, April 24, 2026
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DANIEL SZLAK Chief Financial Officer and Investor Relations Officer of Companhia de Saneamento Básico do Estado de São Paulo – Sabesp |
PEDRO BORGES PETERSEN Chief Financial Officer, Investor Relations Officer and Administrative Officer of EMAE – Empresa Metropolitana de Águas e Energia S.A. |
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP
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| By: | /s/ Daniel Szlak
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Name: Daniel Szlak
Title: Chief Financial Officer and Investor Relations Officer
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
