Aegea Finance S.à r.l. Announces Early Results of Cash Tender Offer for Its 6.750% Sustainability-Linked Senior Notes Due 2029

(CUSIPs 00775C AB2 and L01343 AA7)

São Paulo, Brazil, Oct. 07, 2025 (GLOBE NEWSWIRE) -- Aegea Finance S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L – 2411 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B218034 (the “Issuer”) and a wholly-owned subsidiary of Aegea Saneamento e Participações S.A. (“Aegea”), announces the early tender results in connection with its previously announced cash tender offer (the “Tender Offer”) for up to U.S.$250,000,000 aggregate principal amount (the “Maximum Principal Amount of Notes”) of its outstanding U.S.$500,000,000 6.750% Sustainability-Linked Senior Notes due 2029 (the “Notes”).

The terms and conditions of the Tender Offer are described in the Offer to Purchase dated September 23, 2025 (the “Offer to Purchase”), previously distributed to Holders.

Certain information regarding the Notes and the terms of the Tender Offer are summarized in the table below:

(1)   Principal amount accepted for purchase as a result of rounding and minimum denominations.
(2)   The proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.
(3)   The Early Tender Payment for Notes validly tendered (and not withdrawn) at or prior to the Early Tender Deadline to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Deadline and accepted for purchase.
(4)   The total amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) at or prior to the Early Tender Deadline and accepted for purchase, not including Accrued Interest.

Withdrawal rights for the Tender Offer expired as of 5:00 p.m., New York City time, on October 6, 2025 (the “Withdrawal Deadline”). The Issuer has been advised that as of 5:00 p.m. (New York City time) on October 6, 2025 (such date and time, the “Early Tender Deadline”), U.S.$330,791,000 in aggregate principal amount of the Notes, representing 66.16% of the outstanding Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer.

As the aggregate principal amount of Notes validly tendered (and not validly withdrawn) by Holders of the Notes as of the Early Tender Deadline exceeds the Maximum Principal Amount of Notes, the Tender Offer has been oversubscribed, and the Issuer will not accept for purchase any Notes tendered after the Early Tender Deadline. The Issuer has accepted for purchase Notes validly tendered (and not validly withdrawn) in the Tender Offer at or prior to the Early Tender Deadline up to the Maximum Principal Amount of Notes, resulting in a proration factor of approximately 71.52% (the “Proration Factor”).

All conditions described in the Offer to Purchase, including the Financing Condition, have been satisfied, and the Issuer has accepted for purchase Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Deadline as prorated by the Proration Factor. Any tendered Notes that are not accepted for purchase will be returned or credited without expense to the Holder’s account.

The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offer will be U.S.$1,025.00 (the “Total Consideration”), plus accrued and unpaid interest up to, but not including the Early Settlement Date (as defined below). The Total Consideration includes an early tender payment of U.S.$50.00 per U.S.$1,000 principal amount of Notes (the “Early Tender Payment”), payable only to Holders who validly tendered (and did not withdraw) their Notes at or prior to the Early Tender Deadline.

Holders of Notes that have validly tendered and not validly withdrawn their Notes at or prior to the Early Tender Deadline will receive, subject to the Proration Factor, the Total Consideration on the early settlement date, which date is expected to be on October 9, 2025 (the “Early Settlement Date”). The Issuer will pay Holders of the Notes validly tendered and accepted for purchase on a pro rata basis according to the proration procedures described in the Offer to Purchase.

Banco Bradesco BBI S.A., Banco BTG Pactual S.A. – Cayman Branch, Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Santander US Capital Markets LLC are acting as dealer managers for the Tender Offer and can be contacted at their respective telephone numbers set forth on the back cover page of Offer to Purchase with questions regarding the Tender Offer.

Copies of the Offer to Purchase are available to Holders of Notes from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer. Requests for copies of the Offer to Purchase should be directed to D.F. King at banks and brokers call: +1 (646) 582-7109 (collect); all others call toll-free: +1 (800) 967-0271; e-mail: aegea@dfking.com.

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

The Tender Offer is being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of Aegea or any of its subsidiaries, including the Issuer. The Tender Offer is not being made to, nor will the Issuer accept tenders of Notes from Holders in any jurisdiction in which the Tender Offer or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. No recommendation is made as to whether Holders should tender their Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer.

Important Notice Regarding Forward-Looking Statements

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or which relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described herein will be consummated or as to the ultimate terms of any such transactions. Neither the Issuer nor Aegea undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of Aegea, the Issuer, the dealer managers, the information and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders of Notes should participate in the Tender Offer.

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