AXIA Energia S.A.

Centrais Elétricas Brasileiras S.A. - Eletrobras (AXIA Energia) has completed a critical step in its migration to B3's Novo Mercado segment, which requires a uniform common share structure, by securing shareholder approval for converting class A1 (PNA1) and B1 (PNB1) preferred shares into ordinary (ON) common shares. This restructuring eliminates preferred share classes, aligning with Novo Mercado's governance standards that demand 100% common shares and enhanced shareholder protections. Dissenting PNA1 and PNB1 holders—who voted against, abstained, or were absent—gain appraisal rights under Brazil's Corporation Law, allowing full redemption of qualifying shares at a fixed book value of R$40.6218599632 per share, derived from the yet-to-be-approved 2025 financial statements. This precise valuation provides certainty but ties payment to the April 15, 2026, AGM approval of those statements. The 30-day exercise window (April 2 to May 4, 2026) demands prompt action from dissenters, with detailed procedures for custody at Itaú Corretora or B3's Central Depository, including extensive documentation for individuals, entities, and funds. Non-Brazilian investors face withholding tax on capital gains (15-25%, potentially mitigated by treaties), requiring submission of acquisition cost data by May 4 to avoid zero-cost assumptions. Investors should note the company's safeguard: if redemptions risk financial stability, it may convene a meeting to reconsider the conversion. ON and PNC holders lack appraisal rights, as unaffected classes. This event simplifies Eletrobras' capital structure, potentially boosting liquidity and index eligibility, but introduces short-term redemption obligations estimated by dissenters' holdings.