Equatorial S.A. ($EQTL3)

[indiscernible] Senior define Bruce Equatorial Comverge referenced Copa Of Copasa. Joining us today are Mr. Augusto Miranda, Chief Executive Officer; Mr. Leonardo Lucas, Vice President, Ms. Tatiana asks Director of Financial Strategy, Mr. Guerenando Branden, superintendent of new business and hire more all new business managers, all of whom will be available to answer questions at the end of the presentation. Please note that simultaneous interpretation is available through the platform to access it simply click the interpretation button at the bottom of your screen. This conference is being recorded, and the presentation will be made available in the company's Investor Relations at equatorialenergia.ir. Please note that all participants will be in listen-only mode during the company's presentation, ensuing the remarks, we will begin the question-and-answer session, when further instructions will be provided. Before proceeding, please bear in mind that forward-looking are based on the beliefs and assumptions of Equatorial Group's management and the information currently available to the company. Such statements may involve risks and uncertainties as they relate to future events and depend on circumstances that may or may not occur, investors, analysts and members of the pressure to consider that events related to the macroeconomic environment, industry conditions and other factors may cause actual results to differ materially from those expressed in such forward-looking statements. We will begin the presentation by turning the floor over to Mr. Miranda. You may proceed.

Good morning, everyone. It is with great satisfaction that we are gathered here today to discuss our victory in the competitive process to select the reference investor for Copasa, as announced in our material released yesterday. This is a transaction with significant value creation potential. It reinforces our growth strategy and represents another important milestone in the company's history, over Equatorial's 22-year history. We have built a track record based on disciplined capital allocation and consistent value creation. Once again, we are reaffirming these commitments to our investors demonstrating our ability to identify differentiated opportunities and capture value in sectors where we believe we can make a meaningful difference. This journey requires resilience, a long-term vision and strong alignment across our executive team. This transaction brings together all the elements we seek in a capital allocation opportunity, relevance, strategic alignment and value generation potential. We move on to the next slide, Slide #3, overview. Copasa holds 637 concessions in municipalities with an average remaining concession term of 28 years. The company has a protected asset base of approximately BRL 16 billion, serves 5.8 million water connections and 4.3 million, so with connections and a leverage of 2.4x. Additionally, the new regulatory framework represents an important step in the concession agreement the company's main concession located in Melorio, TIt was the first to migrate to this new model. As Copasa's largest contract, it captures the most significant scale benefits making the work in municipalities, both feasible and attractive. Currently municipalities that have already joined the new framework represent 30% of the company's revenue and have concession agreements extended until February 2073. Now for those that choose not to join, they will have to show their technical and operational capacity to imply with the universalization targets. I will now turn the floor over to Leo, who will provide the main details of this transaction. Leo it is your floor.

Thank you, Augusto. Well, yesterday, we had the confirmation of our position as the reference investor for Copasa, securing a 30% ownership stake in the company's share capital. Today is the final day of the market pricing process. And over the coming days, we will learn about the final allocation including the outcome of our request to participate in 12.6% of the company's share capital. Depending on the outcome, the investment may range from BRL 5.6 billion For a 30% stake or BRL 7.9 billion or 42.6% stake in the company makes the shares corresponding to the per ownership stake holder. Slide 5 corporate governance. Well, here, we present a brief overview of the key documents and agreements that will cover the company's corporate governance structure. The bylaws approved at the Extraordinary Shareholders' Meeting, establish a golden share the State of Minas Gerais, granting vito rights of our specific matters, including the maintenance of the 45% voting rights cap and changes in the company's corporate name. The bylaws also include poison pill provisions for ownership sales exceeding 45% of the reference shareholder and 20% by any other shareholder, following the completion of the transaction and new extraordinary shareholders meeting will be held to include the indication of a member for the Board of Directors and 1 member for the fiscal council for the state of Minas Gerais. There is also a shareholders agreement that essentially contains provisions requiring the states and sent on a number of matters related to Copasa management. Equatorial has the option to terminate the shareholders' agreement after 90 days from the closing of the transaction, paying BRL 50 million as a termination fees. Additionally, there's a lockup of noncompete agreements. And it applies to sanitation opportunities within the state of Minas Gerais. We now move on to the next slide. On this slide, we show you a summary of the main value creators of Copasa. The first is the capital structure optimization. The company currently operates with a leverage of 2.4x a level we consider suboptimal with room for a more efficient capital structure closer to Copasa does not have a formal dividend distribution policy. And despite its consistent track record of shareholder distributions, it still maintains a significant amount of retained earning reserves. In the first quarter of 2026, these reserves totaled BRL 3.6 billion, of which BRL 2.7 billion corresponded to retained earning reserves. We also see significant regulatory opportunities. We can do this through cost reduction with efficiency gains being shared with the consumers on a gradual basis. Now the expertise of Equatorial will be an additional lever in value creation. The asset as regulatory model is highly familiar to the group. The company already starts with a protected regulatory asset base of BRL 15.7 billion. to encourage Copasa's universalization target investments made are recognized annually with a pretax walk of 13.7% also locked in through 2030, creating a very attractive value generation. Another important lever is related to incentive mechanisms tied to universalization, service quality and loss reduction targets which enable additional revenue generation our internal analysis showed the assets' resilience through different scenarios, including more adverse scenarios based on more conservative assumptions. In addition, Belron, trends benefits from a robust water security profile. We'll now move on to Slide Here, we provide further detail on the company's leverage opportunity. Most debt covenants commonly adopted by the market, allow leverage of up to 4x. Well, the company currently operates at a significant lower level of suboptimal level. We see an opportunity to increase leverage to 3x driven both by accelerated CapEx investments and continuation of the company's dividend distribution track record. Equatorial has differentiated access to financing sources and it will also contribute with his expertise in liability management and capital market access to expand the range of financing options available to the company,We go on to the next slide. We start with a protected regulatory asset base of approximately BRL 16 billion. we will benefit from annual CapEx recognition through the end of the consistent term. there is more than BRL 3.3 billion of construction and progress assets that may be incorporated into the regulatory asset base. We would like to highlight the a mechanism, which remunerates investment based on the nominal cost of equity and debt capital during the construction phase. We will now go on to Slide #9. OpEx efficiency, capture potential. One of Ecotrac strength is its execution capacity, which has been refined over the years. through the implementation of management plans and operating models was strongest incentive alignment. Our track record demonstrates our ability to capture efficiency gains and improve operational indicators in the first year following an acquisition. We also have our own employees and contractors and, of course, a clear focus on reducing operating costs. This is one of the key elements of our management and the alignment of incentives to our employees. In the next slide we see the key characteristics of COPASA's regulatory framework. We highlight the pretax walks of 13.7% per year. The existence of a regulatory asset base, which is updated annually, providing even greater short-term benefits and the efficiency and quality incentive mechanisms, which will create opportunities to capture additional EBITDA gains. These are characteristics that align directly with capabilities we have already developed throughout our history. We won't discuss the financial structuring of the transaction. Another important aspect of this acquisition is the limited short-term impact on leverage of only 0.3x on a pro forma basis, considering the first quarter of 2026. Furthermore, the impact is expected to be virtually neutral in the medium term, given that COPASA is a company with consistent earnings and dividend distribution, and we will consolidate equity-accounted earnings into our covenant calculations. We have 2 visions of leverage, including and excluding capital gains from the transition asset sales completed in the fourth quarter of 2025. The transaction funding is already secured under terms similar to those obtained in the SABESP transaction. The funding sources currently being evaluated our dividends received from our investments, holding company debt and a new issuance of prepurchases most of which were previously redeemed following the sale of the transmission segment. We now move on to the next slide. Let's now speak about our next steps. We will file the acquisition of approval request with CADE immediately following the closing of the transaction. Once CADE approval is obtained, we will convene an extraordinary shareholders meeting to approve the new bylaws and new composition of the Board of Directors. We will then hold a Board of Directors meeting to define the management terms. I will now turn the call back to Augusto closing remarks.

Thank you, Leo. I would like to conclude by reinforcing the strategic importance of this acquisition for Equatorial. Sanitation is a priority growth avenue within our strategic plan. It is a sector with substantial investment needs, an increasing mature regulatory environment and significant opportunities for value creation. Cobasa combines a high number of highly attractive attributes of robust asset base, long-term contracts, consistent cash generation and opportunities to capture operational and regulatory efficiencies. The transaction structure allows us to acquire a meaningful stake the company with active participation in its management and in shaping its future. All of this achieved with limited impact on our short-term leverage without compromising our medium-term leverage profile and our ability to continue evaluating new growth opportunities. I would like to address some messages to Copasa's key stakeholders to the government of Minas Gerais, we reaffirm our commitment to being a driver of the state's economic and social development, the people of Minas Gerais, we want to convey confidence. We believe in Copasa's potential and the role of sanitation as a catalyst for development and to the company's employees, we extend our respect and appreciation. We arrived with humility to learn, but also with the experience and confidence and a proven track record of transformation and value creation, we are beginning a new chapter for Copas, and we believe the best results are still ahead of us. Thank you very much. We will now open the floor for questions and answers.

[Operator Instructions] Our first question comes from Lucas Guimaraes Itau BBA.

Congratulations for the acquisition. We have 3 questions at our end -- have you already defined what you want to use as a method in Copasa, -- are you going to make a shareholders agreement with other shareholders that have a higher stake at Copasa, and are you going to transform this vehicle of acquisition into a joint venture. And once again, congratulations for your results.

Thank you for the question, Lucas. I'm going to answer the question and others such as Leo can answer as well. As we highlighted when we acquired SABESP, we gained a great deal of confidence because of the quality of employees at the company. And in Copasa we see the same. We have carefully analyzed this, and they truly have a head count of great excellence. We do believe that if we put together the people of Sabesan, if we go to the market to seek out expertise, if necessary. And thanks to the Equatorial model, we are convinced that we can replicate this at Copasa. This is our intention to seek the results that we are questing after Leo, if you would like to add to this, the main goal here, Lucas, for the transaction is to give to the population of Minas, the universalization that has been set forth. We're at the very beginning, but this is the great focus the discussions on. At the Board level on this are still becoming more mature. We have a highly competent team in a and the sanitation market itself has a great deal of professionals. So we're going to work with the mix, as Augusto mentioned. And for the 30%, we need to await the results to see what will happen with our additional capital allocation to find the best way once again, to create the adequate governance of this company.

Our next question comes from Mr. Guilherme Lima from Santander.

Well, good morning, everybody. I would like to ask if you can share with us your expectations in terms of CapEx for the work of universalization in the municipalities under Copasa, and if you can also comment on your plan to secure the CapEx in municipalities where Copasa presently does not operate with sewage and will begin to operate I would like to understand your expectation of timing when you're going to carry out investments when you will be charging so age tariffs, and if this investment will be remunerated. we don't offer guidance on CapEx -- we have been carefully analyzing this asset for some time already and very carefully. We do have a forecast, but we don't offer guidance on CapEx. And we would like to remind you that this is a model with annual recognition of CapEx with a financial extension until 2032 with annual recognition as well. So any difference of estimation regarding future CapEx would also be recognized a neutralized and neither ourselves nor Cobas itself have given any forecast on CapEx. That is why we will withhold this information.

Our next question comes from Mr. Antonio Junkee from BTG Pactual.

Obviously, congratulations, as was said before. We have several questions. At SABESP, you have an investment agreement. There was a debate between yourselves and SABESP before investing in a -- this agreement does not exist that Copasa. If in 4 years, the opportunity to acquire Sanepar arises, which will be the write the procedural right to show your interest. I will then ask the second question. This is my first question.

You can go ahead, Leo.

Thank you, Antonio Jonquera. We're extremely satisfied with this acquisition. Thank you for your congratulations. In fact, we do have an investment agreement with Sabesp and this agreement extends until 2033. And we can leave this agreement from our own mill will in 2029. And while this agreement is in effect, SABESP has exclusivity outside of Sao Paulo, Equatorial would like to explore a sanitation opportunity, 1 of its growth avenues. It would have to consult with SABESP, which is what we did on this specific opportunity Jointly, we were analyzing the assets. We saw that Enoro's opportunity arose in Sao Paulo with universalization, and at the end of the process, SABESP decided to lead the partnership to be able to focus on Sao Paulo we got organized to continue on to pursue this opportunity. Now in the case of COPASA, what is it that we have. In Copasa, there is exclusivity for COPASA to explore opportunities in Minerals. Equatorial would only do this if there would be a unanimous vote to do this. And Copasa will have a chair on our Board. Now there is a type of agreement in this agreement for Copa. These are the terms at present. We're going to carefully comply with all of the terms with good governance. In the case of conflict, of course, there will be a man station. And the sanitation route is a priority right for Equatorial. We're going to continue to explore this avenue I do have several more questions, if you allow me. It gave us an order of granter, which is the ticket that you saw in this investment with leverage or without leverage, if you could share this with us. As a tradition, we don't share that type of information. What we can state about this is that we do have a role listed. We do have a specific role for Equatorial. And every time we assess a movement this movement has to be very interesting instead of buying back their shares from Equatorial. We have a clearly defined governance that will assess the opportunities. This goes on to an M&A team, where we have shareholders, board members that will hold this debate, challenging assumptions and much more. So all of these inputs are part of the process. And then we go on to the Board that has the final word of final stance on all of these opportunities. And if we require additional spread on the part of Equatorial. We will analyze several scenarios, which is what we did here and we saw that the distribution and the asset would be very interesting, of course, with significant options included here. And finally, if we compare this investment with the 1 made in Sabex anti, which seems to be more challenging than SP in your viewpoint, which is less challenging, easier in quotation marks. Well, what do we preserve here. Let's recall that our entry in sanitation happened with a lower and full concession working on another regime. We also had the operation of distribution Jonquera in the state. And we have had significant learnings. These learnings were important that we could continue on with the opportunity of SABESP. In the initial years that we have been at best between errors and assertions. We have also collected new learnings. So we're entering this agreement with greater maturity in the assessment of the deal organized in Mina Gerais. This is a very important state with a very high number of municipalities in our country, and we are getting there with abundance of knowledge with a great deal of learning and with incredible confidence in our learning because of all of the steps we have already taken in the sanitation segment. We're very enthusiatic and open, of course, to continue to learn in this sanitation sector. I would complement Jonquera saying the following, the back that we acquired a sanitation company allowed us a great deal of learning to acquire SABESP and SABESP has also taught us a great deal in the distribution sector, there is something that we use here. We have the obligation of doing better than our learning. We created committees. We had a Board, we have an interaction, which is constant. Without a doubt, this has added knowledge and this has helped us to have sound premises sound assumptions. And we're convinced that we're going to do very good work and generate the value that we expect.

Our next question comes from Mr. Daniel Ravik from Sapa.

Congratulations for the deal for the acquisition. We have several questions here. First of all, you spoke about the funding alternatives of the deal, the leveraging. If we could have more detail what it is that you can explore a combination of options for the funding simply to understand your mindset. A second question, perhaps a follow-up -- on the previous question, at the end of this deal, you're going to have a stake in Copasa that will be higher than the stake you have at as. Does this imply any change in any alteration in your stake of Equatorial in the management and governance of Copa something different from what you do already at Sabes, Will it be something very similar. What are your ideas on this.

Thank you, Daniel. I'm going to give the floor to Pat to give you more color on the funding.

We have already secured Daniel -- thank you for your question, but we have already secured funding for 18 months to back up our partnership. And in that period, -- we're going to work with the stake out. Presently, we have a strong cash generation from several companies, something that we can use from the distributors and from SABESP itself. We have the possibility of paying dividends beyond the minimum dividends and Copasa has a track record of paying good dividends. So part of the takeouts will come from the company's cash generation and the dividends that Equatorial will receive from these companies we are going to do something at holding level as well and an alternative that we could survey is selling preferential sales shares, I'm sorry, an interesting solution for a company like ours where we have several levers to generate value in the medium term. And because of the tariff revisions that we see in the short term, we made use of this last year. We made a relevant payment with the resources of transmission. These resources are still available. And we can use all of this as part of the funding. Now simply to confirm this, we have a harvest of tariff processes and distribution in Amapa, next year in Para. And then we have we and the tariff revisions in sanitation as well. Now in the medium term, all of this will work together very well. in terms of leverage. Now regarding our participation, our stake. This is something that is being debated. We're debating this in the best way possible -- but because of the company size and the segment, this will be a movement that we will carry out with timely movements making the most of our in-house team and the market teams working with a mix to allow for the best possible developments.

[Operator Instructions] The question-and-answer session, and here, we would like to return the floor to Mr. Augusto Miranda for the company's closing remarks.

Once again, I would like to thank all of you for your attendance, and we wanted to share with you our enthusiasm and the acquisition of this asset and underscore that we have the confidence of delivering good service to the people of Mina Gerais because of the experiences we have accrued through our life.

Thank you once again for your attendance. Have a very good afternoon. This conference call ends here. We would like to thank all of you for your attendance. Have an excellent day.