Suspension of Public Tender Offer for Brava Energia S.A. Shares

BRAZILIAN SECURITIES AND EXCHANGE COMMISSION
Rua Sete de Setembro, 111/2-5º and 23-34º Floors, Centro, Rio de Janeiro/RJ – ZIP: 20050-901 – Brazil - Tel.: (21) 3554-8686 Rua Cincinato Braga, 340/2º, 3º and 4º Floors, Bela Vista, São Paulo/ SP – ZIP: 01333-010 – Brazil - Tel.: (11) 2146-2000 SCN Q.02 – Bl. A – Ed. Corporate Financial Center, S.404/4º Floor, Brasília/DF – ZIP: 70712-900 – Brazil -Tel.: (61) 3327-2030/2031 www.cvm.gov.br Official Letter No. 128/2026/CVM/SRE/GER-1 Rio de Janeiro, June 16, 2026.

To Mr.
Bernardo Brito Correa Veiga
Itaú BBA Assessoria Financeira S.A
Avenida Brigadeiro Faria Lima, nº 3.500, 2º floor ZIP: 04538-132 São Paulo – SP E-mail: bernardo.veiga@itaubba.com E-mail (Company): luiz.carvalho@bravaenergia.com E-mail (Legal Advisors): LSodre@mayerbrown.com; RTella@mayerbrown.com; Jarakawa@mattosfilho.com.br E-mail (B3): compliance@b3.com.br; daniel.simoes@b3.com.br; flavia.mouta@b3.com.br; raphael.giovanini@b3.com.br; ana.pereira@b3.com.br; willy.zeh@b3.com.br; Guilherme.lgudin@b3.com.br; diane.freo@b3.com.br; Thais.maharaj@b3.com.br;

Subject: Suspension of the Public Tender Offer for Shares (“OPA”) for the acquisition of control of Brava Energia S.A. - CVM Process No. 19957.009862/2026-74

Dear Sirs,

1. We refer to the Material Fact disclosed on 06/15/2026 ("Material Fact") by Brava Energia S.A. ("Company"), through which the Company informed that it had received notification from Ecopetrol Investimentos do Brasil S.A. ("Offeror") communicating its intention to file an appeal with the CVM Collegiate against the understanding expressed by this technical area in Official Letter No. 119/2026/CVM/SRE/GER-1 ("Official Letter"), which pointed out the need for adjustments to the documentation of the Public Tender Offer for Shares ("OPA" or "Offer") for the acquisition of control of the Company, registered on 05/25/2026 under No. CVM/SRE/AUT/OPA/AQC/2026/001.

2. In this regard, considering that the adjustments requested through the Official Letter were not made by the deadline stipulated in the Official Letter, which was 06/15/2026, we communicate the immediate suspension of the Offer, in accordance with item I of article 7 of CVM Resolution 215/2024 ("CVM Resolution 215"), due to the existence of rectifiable irregularities in its documentation.
   Official Letter 128 (2740972) SEI 19957.009862/2026-74 / pg. 1

3. Before delving into the issues that justify this suspension, it should be mentioned that, on 04/23/2026, the same date on which the intention to launch the OPA was disclosed, the Offeror entered into a share purchase and sale agreement for the Company's shares with certain shareholders (the “SPA”), so that its execution occurred on the day that marked the beginning of the OPA period (the "OPA Period"), as defined in item XIV of article 2 of CVM Resolution 215/2024 (the "CVM Resolution 215").

4. It should be noted that this technical area does not question the validity, legality, or convenience of the private share purchase and sale agreement entered into between the Offeror and certain shareholders of the Company. The SPA constitutes a private law instrument, entered into in the exercise of the negotiating autonomy of the parties.

5. What grounds this suspension measure are the irregularities identified in the structure of the OPA itself — a public operation regulated by Law No. 6,404/76 ("LSA") and CVM Resolution 215, whose registration was obtained before this Authority and which is fully subject to the legal regime applicable to the capital market. It is the OPA, as structured, registered, and disclosed to the market, and not the SPA considered in isolation, that presents incompatibilities with the applicable rules.

6. The irregularities pointed out do not stem from the mere existence of the SPA, but from the manner in which the OPA was structured in conjunction with said agreement, resulting, in the understanding of this technical area, in incompatibilities with the principles and rules governing public tender offers for shares in Brazil, in the following terms:
   ON THE INTERDEPENDENCE OF OPERATIONS
   6.1. From a reading of the SPA, it is inferred that the planning of the operation already involved the execution of the OPA, evidencing that the SPA and OPA constitute inseparable operations. In this context, there is no way, even under a teleological interpretation of the rule, to dispel the conclusion that the execution of the SPA occurred within the OPA Period.
   6.2. The SPA and the OPA form a single economic operation aimed at the acquisition of control of the Company, having a common purpose and a contractually interdependent nature, given that: (i) the effectiveness of the OPA depends on the consummation of the SPA; and (ii) the consummation of the SPA is conditioned on the success of the OPA.
   6.3. It should also be noted that, under the terms of the SPA, it is not just economic interdependence, but an express legal condition, which links the consummation of the SPA to the success of the OPA.
   6.4. Similarly, the SPA provides for simultaneous closing with the acquisition of shares in the OPA, evidencing that the operations are not only interdependent but also designed to be consummated in a unitary manner.
   6.5. In this sense, the simultaneity between the execution of the SPA and the disclosure of the intention to launch the OPA constitutes an additional element indicating the existence of a single economic operation, evidencing that the SPA and OPA do not present themselves as autonomous and independent transactions, but as stages of the same operation aimed at the acquisition of control of the Company.
   6.6. Although the selling shareholders of the SPA (the "SPA Sellers") are not formally recipients of the OPA, the economic integration of the
   Official Letter 128 (2740972) SEI 19957.009862/2026-74 / pg. 2

operations requires an analysis of the treatment given to the various shareholders in the broader context of the acquisition of control.
6.7. Thus, the adopted structure is marked by reciprocal interdependence: the OPA does not enable the acquisition of control without the consummation of the SPA, while the SPA is not consummated without the success of the OPA. We are not dealing with autonomous and independent operations, but with a single acquisition of control implemented through distinct instruments that are mutually conditional. This finding is relevant for the application of the protective rules provided in CVM Resolution 215.
ON THE NON-OBSERVANCE OF THE PRINCIPLES OF EQUITABLE TREATMENT AND UNIFORM PRICE
6.8. It should be recalled that, under the terms of items I, II and V of article 6 of CVM Resolution 215, the OPA: (i) must be addressed indiscriminately to all holders of shares of the same type and class as those subject to the offer, ensuring prorata distribution among acceptors in case of a partial OPA; (ii) must be carried out in a manner that ensures equitable treatment to its recipients; and (iii) must be launched at a uniform price, except for exceptional cases admitted by regulation.
6.9. In this sense, to ensure compliance with the above principles, item II of article 31 of CVM Resolution 215 establishes that, during the OPA Period, it is prohibited for the offeror and related persons to acquire shares of the same type and class as the shares subject to the OPA, in the case of a partial OPA, since such acquisition would represent non-equitable treatment, subjecting only part of the shareholders who could be subject to the OPA to prorata distribution. Similarly, under the terms of article 32 of CVM Resolution 215, the OPA price cannot be lower than the highest price paid by the offeror, duly updated, during the OPA Period, a rule that protects the principle of uniform price and also equitable treatment.
6.10. In the present OPA, we understand that the protection granted by the referred provisions should not be disregarded, considering that the SPA and the OPA, as already clarified, are interdependent stages of the same operation aimed at the acquisition of control of the Company.
6.11. However, the SPA Sellers, holders of approximately 26% of the Company's share capital, and the other shareholders recipients of the OPA received proposals with different prices and conditions for the sale of their shares.
6.12. Thus, the adopted structure fragments a single acquisition of control into two distinct channels, allowing shareholders of the same type and class, both necessary for the implementation of the acquisition of control under the terms structured by the Offeror itself, to receive substantially different economic treatment.
6.13. Based on the foregoing, we understand that the present operation constitutes a single acquisition of control, structured in a way that allows part of the shareholders holding shares of the same type and class to receive more favorable economic treatment than that granted to the other shareholders recipients of the OPA. Such a result is incompatible with the principles of equitable treatment and uniform price enshrined in CVM Resolution 215.
6.14. This is because the price per share provided in the SPA corresponds to R$ 24.00, while the price attributed to the shares subject to the OPA corresponds to R$ 23.00. Additionally, the shareholders signing the SPA will have the sale of all their shares ensured, if the operation is implemented, while the shareholders who adhere to the OPA will be subject to prorata distribution, if the quantity of shares that qualify in the OPA exceeds the number of shares subject to the offer.
6.15. Furthermore, the fact that the consummation of the OPA and the SPA depends on the manifestation of the shareholders recipients of the OPA is a consequence of the control acquisition structure adopted by the Offeror itself, which, in our understanding, presents an irregular OPA, therefore not constituting justification for maintaining differentiated treatment between the SPA Sellers and the other shareholders.
6.16. Thus, even if the SPA is regular and legitimate, we understand that the OPA, as structured and linked to the said transaction, does not comply with the principles provided in items I, II and V of article 6 of CVM Resolution 215 nor with the provisions of item II of article 31 and article 32 of the same Resolution, reason why it is irregular in its current terms.
ON THE NON-PROOF OF OWNERSHIP OF THE SHARES SUBJECT TO THE SPA
6.17. Furthermore, the SPA, by providing that its settlement occurs after the OPA auction and is conditioned on the success of the Offer, does not allow the Offeror to prove, before the CVM, the ownership of shares that, together with those to be acquired within the scope of the Offer, are sufficient to ensure control of the Company, in disagreement with the provisions of §§ 2 and 3 of article 257 of the LSA and article 47 of CVM Resolution 215.
6.18. This is because the requirement provided in §3 of article 257 of the LSA expressly refers to shares owned by the offeror, and cannot be replaced by a mere contractual expectation of future acquisition, even if binding. The distinction has practical relevance, since proof of ownership of shares provides legal certainty regarding the effective availability of the shareholding considered for the purpose of acquiring control, while rights arising from contracts not yet consummated remain subject to the implementation of conditions and steps necessary for their effective transfer. What the LSA and CVM Resolution 215 seek to ensure is that, at the time of the OPA launch, there is a structure capable of objectively demonstrating the offeror's effective capacity to acquire control of the company if the offer is successful.
7. Therefore, for the reasons set forth, we understand that the OPA, in its current terms, does not comply with the principles provided in items I, II and V of article 6 of CVM Resolution 215, with the provisions of item II of article 31 and article 32 of the same Resolution, as well as with article 47 of CVM Resolution 215 and §§ 2 and 3 of article 257 of the LSA, reason why it is irregular.
8. We inform that the suspension period of the OPA may not exceed 30 (thirty) days, during which the Offeror must rectify the irregularities pointed out or present to the CVM Collegiate the appeal mentioned in the Material Fact disclosed on 06/15/2026, also observing the deadline provided by CVM Resolution 46. If none of these measures are adopted within the said period, the OPA registration will be cancelled, with the consequent cancellation of the Offer, under the terms of §§ 1 and 2 of article 7 of CVM Resolution 215.
Official Letter 128 (2740972) SEI 19957.009862/2026-74 / pg. 4