AEGEA Finance S.à r.l. ANNOUNCES CASH TENDER OFFER AND CONSENT SOLICITATION

SÃO PAULO, April 21, 2022 /PRNewswire/ -- AEGEA Finance S.à r.l. (the "Issuer"), which is a wholly-owned subsidiary of AEGEA Saneamento e Participações S.A. ("Aegea"), announced today that it has commenced a cash tender offer (the "Tender Offer") for any and all of the outstanding U.S.$400,000,000 aggregate principal amount of its 5.750% Senior Notes due 2024 (the "Notes").

In conjunction with the Tender Offer, the Issuer is also soliciting consents (the "Consent Solicitation") from the holders of the Notes for the adoption of proposed amendments (the "Proposed Amendments"), which would, among other things, (i) eliminate substantially all of the restrictive covenants and certain events of default and related provisions contained in the Indenture (as defined below) and (ii) reduce the minimum required notice period for the redemption of Notes from 30 days to three business days prior to the date fixed for redemption (maintaining the maximum notice period of 60 days).

The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated April 21, 2022 (as amended or supplemented from time to time, the "Offer to Purchase").

Holders who tender Notes must also consent to the Proposed Amendments to the Indenture. Holders of Notes may not deliver consents to the Proposed Amendments without validly tendering the Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of Notes of a majority of the aggregate outstanding principal amount of Notes (not including any Notes that are owned by Aegea or any of its affiliates).

Certain information regarding the Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.

The deadline for holders to validly tender Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m. (New York City time), on May 4, 2022, unless extended or earlier terminated by the Issuer (such date and time, as the same may be modified, the "Early Tender Payment Deadline"). The Tender Offer will expire at 11:59 p.m. (New York City time), on May 18, 2022, unless extended or earlier terminated by the Issuer (such date and time, as the same may be modified, the "Expiration Time"). Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to the execution of the supplemental indenture (the date and time of such execution and delivery, the "Withdrawal Deadline"), but not thereafter, unless required by applicable law.

The total consideration payable to Holders for each U.S.$1,000 principal amount of Notes validly tendered and purchased pursuant to the Tender Offer will be U.S.$1,028.75 (the "Total Consideration"). The Total Consideration includes an early tender payment of U.S.$30.00 per U.S.$1,000 principal amount of Notes (the "Early Tender Payment") payable only to Holders who validly tender (and do not withdraw) their Notes at or prior to the Early Tender Payment Deadline. Holders who validly tender (and do not withdraw) their Notes after the Early Tender Payment Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$998.75 per U.S.$1,000 principal amount of Notes (the "Tender Offer Consideration"), which amount will be equal to the Total Consideration less the Early Tender Payment. In addition, the Issuer will pay accrued and unpaid interest on the principal amount of Notes accepted for purchase from the most recent interest payment date on the Notes to, but not including, the settlement date for the Notes accepted for purchase ("Accrued Interest"). Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the settlement date, which is expected to be within three business days after the Expiration Time, or as promptly as practicable thereafter.

The Issuer's obligation to accept for purchase, and to pay for, Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, the Issuer reserves the right, in its sole discretion, to (i) extend, terminate or withdraw the Tender Offer and the Consent Solicitation at any time or (ii) otherwise amend the Tender Offer and/or the Consent Solicitation in any respect at any time and from time to time. The Issuer further reserves the right, in its sole discretion, not to accept any tenders of Notes with respect to the Notes. The Issuer is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.

Subject to the receipt of the net proceeds from a concurrent offering of new notes, the Issuer currently intends to redeem, in accordance with the indenture, dated as of October 10, 2017 (as supplemented, the "Indenture"), by and among the Issuer, Aegea and U.S. Bank National Association, as trustee, pursuant to which the Notes were issued, any Notes outstanding following the consummation of the Tender Offer that are not purchased pursuant to the Tender Offer. Such redemption will be made in accordance with the "optional redemption" provision in the Indenture at a redemption price equal to 102.875% of the aggregate principal amount of the Notes, plus accrued interest up to, but excluding, the date of redemption.

Banco BTG Pactual S.A. – Cayman Branch, Itau BBA USA Securities, Inc., Morgan Stanley & Co. LLC, Banco Bradesco BBI S.A. and J.P. Morgan Securities LLC are acting as dealer managers for the Tender Offer and as solicitation agents for the Consent Solicitation 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 and the Consent Solicitation.

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 and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (800)-249-7148 (toll free), +1 (212) 269-5550 (collect) or [email protected].

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.

Any new notes will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and will be offered only in transactions exempt from or not subject to the registration requirements of the Securities Act.

The Tender Offer and the Consent Solicitation are 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 and the Consent Solicitation are not being made to, nor will the Issuer accept tenders of Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the Indenture. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.

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 announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. 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 Offers. None of Aegea, the Issuer, the dealer managers and solicitation agents, 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.

SOURCE AEGEA Finance S.à r.l.

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