Eneva S A : Material Fact - Call for an Extraordinary General Meeting for Approval of the Business Combination between Eneva and Focus

ENEVA S.A.	FOCUS ENERGIA HOLDING
Public Listed Company	PARTICIPAÇÕES S.A.
Tax Payer Identification Number CNPJ No.	Public Listed Company
04.423.567/0001-21	Tax Payer Identification Number CNPJ No.
NIRE No. 33.3.0028402-8	26.735.020/0001-02
	NIRE 35.3.0055018-8

MATERIAL FACT

Rio de Janeiro and São Paulo, January 3rd, 2022 - ENEVA S.A. (B3: ENEV3) ("Eneva") and FOCUS ENERGIA HOLDING PARTICIPAÇÕES S.A. (B3 POWE3) ("Focus" and, together with Eneva, the "Companies"), pursuant to article 157, paragraph 4, of Law No. 6.404, of December 15, 1976 ("Corporations Law") and CVM Resolution No. 44, of August 23, 2021 ("Resolution 44"), of the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários - "CVM"), in continuity to the Material Fact disclosed on December 15, 2021, hereby inform the shareholders and the market in general, of the following:

1. Transaction. In meetings held by the Boards of Directors of the Companies on this date, it was approved, among other matters: (i) the execution between the Companies and Eneva II Participações S.A ("Holding") of the "Instrumento Particular de Protocolo e Justificação de Incorporação da Focus Energia Holding Participações S.A. pela Eneva II Participações S.A., Seguida pela Incorporação da Eneva II Participações S.A. pela Eneva S.A." ("Protocol and Justification"), which establishes, among other points, the terms and conditions of the combination of the Companies' businesses with the unification of their respective shareholder bases ("Transaction"); and (ii) the calling of the Companies' general shareholder`s meetings to deliberate about the Transaction ("GSMs").
2. Stages of the Transaction. The Transaction will be implemented through the following steps, all interdependent and linked between each other, whose effectiveness and consummation shall be subject to the applicable corporate approvals and the terms and conditions of the Protocol and Justification, including the Conditions Precedent set forth below, and the occurrence of the Closing Date as defined below:
3. 1. Merger of Focus. The merger of Focus by Holding, with the issuance by Holding of 89,654,856 new registered, book-entry common shares of Holding ("New ON Holding Shares")

and 89,654,856 new registered, book-entry,no-par value, compulsorily redeemable preferred shares of Holding ("New PN Holding Shares"), to be subscribed by Focus' managers on behalf of its shareholders and paid in through the version of Focus' net equity to be merged, so that Focus shall be extinguished and Holding shall succeed Focus, universally in relation to all rights and obligations, pursuant to articles 227 et seq. of the Corporations Law. ("Merger of Focus");

1. 1. Redemption of Preferred Shares of the Holding. As a subsequent and interdependent act of the Merger of Focus, the application, pursuant to article 44 of the Corporations Law, of capital reserve of the Holding in the compulsory redemption of the totality of the New PN Shares of the Holding, without alteration in the figure of the capital stock of Holding ("Redemption"),
2. by the total amount of R$ 715,000,000.00, daily adjusted by the positive variation of the DI Rate between December 15, 2021 and the business day immediately preceding the Closing Date ("Guaranteed Portion"); and (b) the contingent amount conditioned to the effective receipt by Eneva or its subsidiary, until December 31, 2027, of amounts and/or credits, net of taxes and expenses, arising from arbitration proceedings, in the USA, before the International Chamber of Commerce, in New York - NY, having Focus and certain subsidiaries as plaintiffs ("Arbitration Proceeding"). Extraordinary amounts related to certain projects may also be deducted from the Contingent Portion. The value of the Contingent Portion shall be calculated according to the formula determined in the Protocol and Justification, being certain that, (i) in case Eneva is not successful in the Arbitral Proceeding, the value of the Contingent Portion shall be equal to zero and (ii) in case the result of the formula is lower than zero, the value of the Contingent Portion shall be equal to zero ("Contingent Portion");
3. 1. Merger of Holding. As a subsequent and interdependent act of the Redemption, the corporate merger of Holding by Eneva, with the issuance by Eneva of 17,000,000 new common, nominative, book-entry shares with no par value ("New Eneva Shares"), to be subscribed by Holding' managers on behalf of its shareholders and paid up through the version of Holding's net equity to be merged, so that Holding will be extinguished and Eneva will succeed Holding, universally in relation to its rights and obligations, pursuant to articles 227 et seq. of the Corporations Law ("Merger of Holding" and, together with the Merger of Focus, the "Mergers").

3. Suspensive Conditions. Pursuant to the Protocol and Justification, all stages of the Transaction are contingent upon the applicable corporate approvals and upon the implementation, cumulative, or waiver, when applicable, of certain suspensive conditions ("Suspensive Conditions"), among which are, including, but not limited to the approval of the Transaction by the Administrative Council for Economic Defense (Conselho Administrativo de

Defesa Econômica) ("CADE"), whose decision of the General Superintendence has already been published in the Federal Official Gazette on December 23, 2021, and from which is pending the elapse of the 15-day period counted, with no third-party appeals or avocation by the CADE Tribunal.

4. Full implementation. Although the steps set forth above take place subsequently to one another, they are all part of a single legal transaction, such that the Transaction may not be partially approved by the general shareholders` meetings of the Companies or partially implemented. The steps indicated above shall be fully and automatically effective, without the need for additional formalities, on the date to be set by the Board of Directors of Eneva ("Closing Date") once the Suspensive Conditions have been implemented or waived and in compliance

with the rules set forth in the "Business Combination Agreement" entered into between the Companies and relevant shareholders of Focus, on December 15, 2021and in the Protocol and Justification.

1. In compliance with the provisions of CVM Instruction No. 565 of June 15, 2015 ("ICVM 565/15"), Appendix I describes the main terms and conditions of the Mergers.
2. The GSMs will be called on January 4th, 2022, and will both be held on February 4th, 2022, at 11 a.m. The documents relating to the GSMs will be made available to the Companies' shareholders until January 4th, 2022, at the Companies' respective headquarters , on the CVM's website (https://www.gov.br/cvm), B3`s website (http://www.b3.com.br), Focus`s website (https://ri.focusenergia.com.br/) e Eneva`s website (https://ri.eneva.com.br/).

Marcelo Habibe	Alexandre Mafra Guimarães
Chief Financial Officer and Investor	Vice-Chief Financial Officer and
Relations Officer	Investor Relations Officer
ENEVA S.A.	FOCUS ENERGIA HOLDING
	PARTICIPAÇÕES S.A.

APPENDIX I to the MATERIAL FACT

Description of the main terms and conditions of the Mergers in the form of ICVM 565

1. Identification of the companies involved in the transaction and brief description of the activities performed by them.

1.1. Eneva.

1.1.1. Identification of Eneva.

Eneva is a joint stock company, headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, No. 501, Block I, 4th and 6th floors, Botafogo, enrolled with the CNPJ/ME under No. 04.423. 567/0001-21, with its acts of incorporation registered with the Board of Trade of the State of Rio de Janeiro ("JUCERJA") under NIRE 33.300.284.028, with its registration as a publicly-held company in the category "A" before the CVM under code 2123-7 and listed in the Novo Mercado segment of B3.

1.1.2. Description of the activities performed by Eneva.

Eneva's corporate purpose includes: (i) the generation, distribution and commercialization of electric energy; (ii) the exploration, development and production of hydrocarbons; and (iii) participation, as a partner, quotaholder or shareholder, in the capital of other companies, in the country and abroad, whatever their corporate purpose. In order to meet Eneva's corporate purpose, it may create subsidiaries under any corporate form.

1.2. Focus

1.2.1. Identification of Focus.

Focus is a joint stock company, headquartered in the City of São Paulo, State of São Paulo, at Avenida Magalhães de Castro, No. 4800, 9th floor, Continental Tower Building, Cidade Jardim, Zip Code 05676-120, enrolled with the CNPJ/ME under No. 26.735. 020/0001-02, with its acts of incorporation registered with the Board of Trade of the State of São Paulo ("JUCESP") under

NIRE 35.300.550.188, with its registration as a publicly-held company in the category "A" before the CVM under code 2548-8 and listed on the Novo Mercado segment of B3.

1.2.2. Description of the activities performed by Focus.

Focus` corporate purpose includes participation in other companies, as a partner or shareholder, that develop, directly or indirectly, activities in the energy segment, including, without limitation, generation, commercialization, distribution, and provision of services.

1.3. Holding

1.3.1. Identification of Holding.

Holding is a privately-held joint stock company, headquartered in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, 501, 4th and 6th floors, part, Botafogo, Zip Code 22250-040, enrolled with the CNPJ/ME under No. 43.357.923/0001-08, with its acts of incorporation registered at the JUCERJA under NIRE 33.300339931.

1.3.2. Description of the activities performed by Holding.

The Holding's corporate purpose includes the participation, as a partner, quotaholder, or shareholder, in the capital of other companies, in the country and abroad, whatever the corporate purpose may be.

2. Description and purpose of the transaction

The Transaction, as described in the Material Fact and detailed in the Protocol and Justification, will allow the reinforcement of corporate and equity resources for the development of Focus' portfolio of projects, including the Futura 1 Project, enabling, in addition to the extraction of synergies arising from the gain of scale and operation of the Companies' assets, the creation of a new vehicle with a broad portfolio of clients, more balanced between the regulated and free energy commercialization markets, and with complementary competencies in development, implementation and monetization of projects.