Aegea Finance S.à r.l. Announces Commencement of Cash Tender Offer for up to U.S.$250,000,000 Aggregate Principal Amount of the Outstanding U.S.$500,000,000 6.750% Sustainability-Linked Senior Notes Due 2029 (CUSIPs 00775C AB2 and L01343 AA7)

SÃO PAULO, Brazil, Sept. 23, 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”), announced today that it has commenced a cash tender offer (the “Tender Offer”) for up to U.S.$250,000,000 aggregate principal amount (such amount, as it may be increased or decreased by the Issuer in its sole discretion, 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 Tender Offer is being made pursuant to an Offer to Purchase dated September 23, 2025 (as amended or supplemented from time to time, the “Offer to Purchase”).

If Notes are validly tendered and not validly withdrawn and accepted for purchase in an aggregate principal amount in excess of the Maximum Principal Amount of Notes pursuant to the Tender Offer, such tendered Notes will be subject to proration. We will prorate the Notes accepted for purchase in the Tender Offer pursuant to the Acceptance Priority Procedures described in the Offer to Purchase. The Issuer reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Maximum Principal Amount of Notes at any time, but there can be no assurance that the Issuer will do so. Neither the Issuer nor Aegea has provided for the tender of Notes by guaranteed delivery in connection with the Tender Offer.

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

(1)   The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not withdrawn) after the Early Tender Deadline but at or prior to the Expiration Time and accepted for purchase, not including Accrued Interest (as defined below).
(2)   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.
(3)   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.

The deadline for holders to validly tender Notes 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 October 6, 2025, unless extended or earlier terminated by the Issuer (such date and time, as the same may be modified, the “Early Tender Deadline”). The Tender Offer will expire at 5:00 p.m. (New York City time), on October 22, 2025, 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 at any time prior to 5:00 p.m. (New York City time), on October 6, 2025 (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.$1,025.00 (the “Total Consideration”). 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 tender (and do not withdraw) their Notes at or prior to the Early Tender Deadline. Holders who validly tender (and do not withdraw) their Notes after the Early Tender Deadline but at or prior to the Expiration Time will be eligible to receive U.S.$975.00 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”).

Following the Early Tender Deadline and on or prior to the Expiration Time, the Issuer may, but is not required to, elect to accept the Notes validly tendered at or prior to the Early Tender Deadline up to the Maximum Principal Amount of Notes (the “Early Settlement Right”), provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by the Issuer. If the Issuer elects to exercise the Early Settlement Right, payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted Notes will be made on the Early Settlement Date, which is expected to be within three business days after the Early Tender Deadline or as promptly as practicable thereafter (the “Early Settlement Date”). If no Early Settlement Date occurs with respect to Notes, then payment for all the Notes up to the Maximum Principal Amount of Notes that are validly tendered and not validly withdrawn at any time prior to the Withdrawal Deadline and that are accepted for purchase will be made on the Final 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 at any time or (ii) otherwise amend the Tender Offer 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 only in those jurisdictions where it is legal to do so.

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.

When considering any potential allocation of securities issued by the Issuer in the context of the New Notes Offering (as defined in the Offer to Purchase), the Issuer intends, but has no obligation, to give certain preference to investors who, prior to such allocation, have validly tendered, or have indicated to the Issuer or the Dealer Managers their firm intention to tender Notes in the Tender Offer. Any investment decision to purchase securities in the context of the New Notes Offering should be made solely on the basis of the information contained in the disclosure document for the New Notes Offering, and no reliance is to be placed on any information other than the information contained in such disclosure document. Any New Notes (as defined in the Offer to Purchase) 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. In no event will the information contained in this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any New Notes.

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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