Companhia De Saneamento Basico Do Estado De Sao Paulo SabespBMFBOVESPA: SBSP3

Annual and Extraordinary Shareholders Meeting - 04/28/2026 - Management proposal

· Issued by Companhia De Saneamento Basico Do Estado De Sao Paulo Sabesp


COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO - SABESP

PUBLICLY-HELD COMPANY

CNPJ [National Register of Legal Entities] No. 43.776.517/0001-80

MANAGEMENT PROPOSAL

to the

ANNUAL AND EXTRAORDINARY GENERAL MEETING

to be held at

11:00 am (GMT-03:00) on April 28, 2026

exclusively digitally



TABLE OF CONTENT

PART I

Sabesp on focus

  1. LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTOR 4

  2. OVERVIEW 6

  3. PEOPLE AND CULTURE 6

  4. SUSTAINABILITY 7

PART II

Management Proposals

  1. CALL NOTICE AND AVAILABLE DOCUMENTATIONERRO! INDICADOR NÃO DEFINIDO.

  2. MANAGEMENT PROPOSALERRO! INDICADOR NÃO DEFINIDO.

    Annual General Meeting

    1. Approval of the management accounts and the 2025 financial statements 10

    2. Approval of the allocation of net income for 2025 10

    3. Election of a member of the Board of Directors 11

    4. Determination of the number of members of the Fiscal Council 12

    5. Election of the members of the Fiscal Council 12

    6. Approval of the annual global compensation limit of the management for 2026 13

    7. Approval of the annual global compensation of the Fiscal Council for 2026 16

      Extraordinary General Meeting

      1. Approval of the Restricted Stock Plan - Bônus Estrela 17

      2. Amendment to the Company's Bylaws 18

      3. Approval of the Company's common share split 19

      4. Restatement of the Company's Bylaws 19

  3. ADJOURNMENTERRO! INDICADOR NÃO DEFINIDO.

  4. EXHIBITSERRO! INDICADOR NÃO DEFINIDO.

PART I







  1. LETTER FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS

    Dear Shareholder,

    On behalf of the Board of Directors of Companhia de Saneamento Básico do Estado de São Paulo - Sabesp ("Company" or "Sabesp"), I hereby invite you to its Annual and Extraordinary General Meeting, to be held at 11 am (Brasília time) on April 28, 2026, exclusively digitally ("Meeting").

    The year 2025 represented Sabesp's first complete cycle after privatization, consolidating a new phase marked by structural transformation, execution discipline and absolute focus on generating value for society and our shareholders.

    Over the period, we focused our efforts on three strategic priorities: (i) full compliance with the obligations of the new concession agreement, with acceleration of investments towards universalization; (ii) the consistent advancement of operational and commercial efficiency; and (iii) the strengthening of financial discipline, corporate governance and our organizational culture.

    We invested BRL 15.2 billion in 2025, exceeding all U-Factor goals for the 2024-25 cycle. We reached 152% of the Water Savings goal, 133% of the Sewage Savings goal and 134% of the Sewage Treatment Savings goal. These results translate into concrete impact: 1.8 million people now have access to treated water, 2.1 million now have sewage collection and 3.8 million now have their sewage treated. In addition, the investments generated more than 40,000 direct and indirect jobs.

    In people and culture, we consolidated New Culture [Nova Cultura] Sabesp, reinforcing values such as transparency, ethics and collaboration. Through the Sabesp Gente program, we hired interns and apprentices, and launched our first trainee program, while completing an organizational optimization cycle that resulted in greater efficiency and strategic alignment.

    In the ESG agenda, we move forward in a structuring way. We formalized our decarbonization roadmap through 2035, establishing a target to reduce intensity by 41%. We have entered into relevant energy self-production agreements and expanded renewable generation projects, reducing costs, emissions and energy volatility.

    In the field of water security, we have taken important steps to increase the resilience of the system, with the acquisition of EMAE, projects to increase capacity, integrate springs and strengthen the Integrated Metropolitan System, making us even more prepared to face climate challenges.

    To advance further on this front, we decided to anticipate in 2025 approximately BRL 8 billion of investments originally planned for the second tariff cycle (2030-2034), for the current cycle (2025-2029), significantly reinforcing our water resilience strategy. Of these, we will invest BRL 2.3 billion between 2025-26 to retrofit and expand the capacity of production systems, with emphasis on the Billings-Taiaçupeba interconnection, which will start operating in early 2027.

    The 2025 results demonstrate that we are consistently executing our universalization plan and transforming Sabesp into a more efficient, sustainable and future-proof company.

    We appreciate the trust placed in our management and reaffirm our commitment to build, with responsibility and long-term vision, an increasingly strong and relevant Sabesp for the State of São Paulo and for Brazil.

    Sincerely,

    Alexandre Gonçalves Silva

    Chairman of the Board of Directors

  2. OVERVIEW

    Sabesp aims to connect people to a better future, offering essential services with excellence and a commitment to public health and the preservation of the environment. We are one of the largest water and sanitation companies in the world by number of customers, serving approximately 30 million people with water supply and 27 million with sewage collection and treatment services in 2025.

    In addition to operating directly in 375 municipalities, the Company maintains a minority interest in three companies that provide water supply and sewage services, as well as in six other companies that operate in the energy, paving and complementary sanitation services. Detailed information regarding these investees is presented in Note 12 of 2025 Standardized Financial Statements (Demonstrações Financeiras Padronizadas - DFP).

    The Company's shares have been listed on the Novo Mercado segment of B3 under ticker SBSP3 since April 2002 and on the New York Stock Exchange ("NYSE") as Level III American Depositary Receipts ("ADRs"), under ticker SBS, since May 2002.

  3. PEOPLE AND CULTURE

    In 2025, Sabesp made progress in the consolidating a New Culture[Nova Cultura], reinforcing our essence and supporting the ongoing transformations. The process was built from extensive listening and internal analysis, aligning the purpose of connecting people to a better future with practices that ensure operational excellence, socio-environmental responsibility and positive impact on society.

    The New Culture resulted from the active participation of several areas and organizational levels, consolidating drivers that guide our performance, to wit: customer focus, trust-based collaboration, ownership with a holistic view, ethics and purpose-driven delivery. More than values, these principles strengthen the coherence between strategy and behavior and support a more modern, agile and well-prepared Sabesp for the challenges of our sector.

    In the field of people management, the Sabesp Gente Program supported this cultural journey, with initiatives to attract and renew talent and sustainable workforce management. In 2025, the Company hired 120 interns, 380 apprentices and launched its first trainee program, with 22 new talents, in addition to creating a new Voluntary Termination Plan (Plano de Desligamento Voluntário - PDV to support career transitions. These actions combine the experience of the technical staff with the energy of the new generations, strengthening our execution capabilities throughout the universal access cycle.

    Through Nova Cultura and Sabesp Gente, we reinforce an environment in which desired behaviors are recognized, talents have room to grow, and decisions are guided by purpose, ethics and responsibility toward people and future generations. This cultural base is crucial to ensure that Sabesp advances consistently, aligning operational excellence, sustainability and valuing its human capital.

  4. SUSTAINABILITY

The ESG strategy evolved substantially in 2025. On the climate axis, Sabesp formalized emission reduction goals by 2035: (i) a 41% reduction in emission intensity (tCO₂e/thousand m³ of treated sewage), (ii) a 15% reduction in total combined emissions from scopes 1, 2 and 3, and (iii) a 43% reduction in scope 2 emissions through self-production and acquisition of clean energy. These goals coexist with the expansion of treatment volumes, proving that it is possible to grow with lower carbon intensity.

To enable the energy transition, definitive self-production contracts were entered into with Casa dos Ventos (126 MWm) and Engie (60 MWm), in addition to 32 photovoltaic plants already commissioned (44 MWp in operation). Such initiatives reduce costs, volatility and emissions, reinforcing the resilience of the business.

In addition, at the Barueri, São Miguel and Lavapés sewage treatment plants (WWTPs), we are advancing in the implementation of solutions focused on reducing operating costs and increasing energy efficiency. Among the main initiatives, the following stand out: (i) use of biogas, with the production and use of the gas generated in the process itself for the generation of electricity, and thermal drying of the sludge, using the heat from the burning of the biogas, and (ii) implementation of a sludge pipeline in the Parque Novo Mundo WWTP, with the migration of the transport of sludge from road transport to pipeline transport, which will allow reduction of logistics costs, greater operational reliability and significant reduction of the carbon footprint.

From the point of view of resilience and water security, we continue to strengthen the Integrated Metropolitan System through expansion of water storage capacity, increased transfer capacity between systems, production increase projects and indirect reuse of water. By 2030, we expect to add at least 12.8 m³/s of capacity through retrofits, expansions, three indirect reuse projects, the reactivation of the Billings-Taiaçupeba interconnection and the Paraíba do Sul-Alto Tietê transfer, with CapEx estimated at BRL 8.2 billion (in advance of the second tariff cycle).

In governance and transparency, we obtained a B score in CDP Clima, an improvement when compared to 2024, reflecting progress in the management of climate risks and opportunities.

PART II





  1. CALL NOTICE AND DOCUMENTATION MADE AVAILABLE

    The Meeting is called in accordance with Law No. 6,404, of December 15, 1976 ("Brazilian Corporations Law") and the rules of the Brazilian Securities and Exchange Commission ("CVM"), in particular, CVM Resolution No. 81, of March 29, 2022 ("CVM Resolution 81/22"). In this context, the following documents were made available on date hereof:

    1. the financial statements for the fiscal year ended on December 31, 2025, accompanied by (a) the Management Report, (b) the Independent Auditors' Report, (c) the Opinion of the Fiscal Council, (d) the Audit Committee's Summary Annual Report, and (e) the executive officers' statement that they have reviewed, discussed and agreed with the financial statements and with the opinions expressed in the Independent Auditors' Report (Access Link);

    2. the Standardized Financial Statements (Access Link);

    3. the remote voting ballots for the matters to be resolved at the Annual General Meeting (Access Link) and for the matters to be resolved at the Extraordinary General Meeting (Access Link);

    4. this Management Proposal, accompanied by (a) the management comments on the Company's financial situation, as set forth in Section 2 of the reference form, pursuant to Exhibit 22 of CVM Resolution No. 80, of March 29, 2022 ("Reference Form") (Exhibit 1); (b) information on the allocation of net income for the fiscal year, pursuant to Exhibit A of CVM Resolution 81/22 (Exhibit 2); (c) information regarding the candidate for the position on the Board of Directors, pursuant to items 7.3 to 7.6 of the Reference Form (Exhibit 3);

      (d) information regarding candidates for positions on the Fiscal Council, pursuant to items

      7.3 to 7.6 of the Reference Form (Exhibit 4); (e) information on the management's compensation proposal, pursuant to Section 8 of the Reference Form (Exhibit 5); (f) information on the share-based compensation plan, pursuant to Exhibit B of CVM Resolution 81/22, including the full text of the plan (Exhibit 6); (g) the report detailing the origin and justification of the proposed amendments to the Bylaws and analyzing their legal and economic effects (Exhibit 7); (h) a copy of the bylaws highlighting the proposed amendments (Exhibit 8); and (i) the restatement of the Company's Bylaws (Exhibit 9);

    5. the Call Notice (Access Link); and

    6. the Meeting Participation Manual (Access Link).

      Therefore, it is essential that shareholders review all available documents, which can be consulted at the Company's headquarters, on the Company's investor relations website (www.ri.sabesp.com.br), as well as the CVM (www.cvm.gov.br) and B3 (www.b3.com.br) websites. In addition, the Call Notice shall be published 3 times in the newspaper "Valor Econômico".

      The proposals of Sabesp's Management are described below together with the clarifications relevant to each of them.

  2. MANAGEMENT PROPOSAL

    ANNUAL GENERAL MEETING

    1. To examine, discuss and vote on the management´s accounts and to examine, discuss and vote on the Company's financial statements for the fiscal year ended on December 31, 2025, together with the Management Report, the Independent Auditors' Report, the Fiscal Council's Opinion and the Audit Committee's Summary Annual Report; (Access Link)

      The Management proposes the approval, without reservations, of the management's accounts and the Company's individual and consolidated financial statements, together with the Management Report, the Independent Auditors' Report, the Opinion of the Fiscal Council and the Audit Committee's Summary Annual Report, for the fiscal year ended on December 31, 2025.

      It should be noted that the matters subject to this resolution have been reviewed by the Company's Fiscal Council, Audit Committee and Board of Directors, with a favorable opinions, in accordance with the requirements of applicable regulations.

      Managements comments regarding the Company's financial situation, pursuant to Section 2 of the Reference Form, are set forth in Exhibit 1 to this Proposal.

    2. to resolve on the allocation of net income for the fiscal year ended on December 31, 2025

      The Company's Management proposes that the net income for the fiscal year ended on December 31, 2025, in the amount of BRL 8,462,059,286.76, be allocated as follows:

      Allocation Details

      BRL (in millions)

      Interest on equity (gross of withholding income tax)

      BRL 2,381,562,521.95

      Net income for the year

      BRL 8,462,059,286.76

      (-) Legal reserve (5%)

      BRL 423,102,964.34

      (-)Minimum mandatory dividends

      BRL 2,009,739,080.61

      (-) Investment reserve

      BRL 5,657,393,800.47

      1. allocation to the legal reserve in the amount of BRL 423,102,964.34, corresponding to 5% of the net income for the fiscal year, pursuant to Article 193 of the Brazilian Corporations Law;

      2. distribution of proceeds in the total amount of BRL 2,009,739,080.61, as a minimum mandatory dividend corresponding to 25% of adjusted net income for the fiscal year, after allocation to the legal reserve, to be paid in the form of interest on shareholders' equity, which a total gross amount BRL 2,381,562,521.95; and

      3. allocation of the remaining amount of BRL 5,657,393,800.47 to the statutory investment reserve, as provided for in paragraph 4 of Article 49 of the Company's Bylaws.

        The Company's Management clarifies that, pursuant to item 5.3.1 of Sabesp's Profit Allocation and Dividend Distribution Policy ("Dividend Policy"), for the fiscal year ended on December 31, 2025, Sabesp is authorized to distribute up to 25% of its adjusted net income to shareholders, including in the form of interest on shareholder's equity ("JCP"). For subsequent fiscal years, this percentage may be increased, in accordance with the terms of the Dividend Policy.

        The amount of the minimum mandatory dividend will be allocated to the amounts related to the JCP previously declared by the Company, corresponding to (i) BRL 1,798,000,000.00, equivalent to BRL 2.55 per share, to be paid on April 30, 2026, as approved at the Board of Directors' Meeting held on December 18, 2025; and (ii) BRL 583,562,521.95, equivalent to BRL 0,833399490 per common share, to be paid on April 30, 2026, as approved at the Board of Directors' Meeting held on March 16, 2026.

        Such amounts shall be fully allocated to the minimum mandatory dividend for the fiscal year ended on December 31, 2025, and, therefore, there will be no additional distribution of earnings beyond the JCP amounts.

        The payment of the JCP to shareholders is subject to withholding income tax at the rate of:

        (i) 15%, in the case of anticipated JCP, as approved at a Board of Directors' Meeting held on December 18, 2025; and (ii) 17.5% in the case of the JCP approved at the Board of Directors' Meeting held on March 16, 2026. Withholding income tax shall not be apply to tax-exempt or immune shareholders who evidence such condition within 5 business days from the date of the Meeting, by sending the relevant documents to the electronic address dri@sabesp.com.br.

        The information on the proposed allocation of net income is available in Exhibit 2 to this Proposal, pursuant to Exhibit A of CVM Resolution No. 81/22.

    3. To elect Mr. Eduardo Parente Menezes as a member of the Board of Directors, for the remainder of the current term of office, that is, until September 27, 2026.

      Under Article 14 of the Company's Bylaws and Article 150 of the Brazilian Corporations Law, due to the resignation submitted by Mr. Tiago de Almeida Noel, the Board of Directors, at a meeting held on March 2, 2026, elected Mr. Eduardo Parente Menezes as his replacement. As Mr. Eduardo's term of office will end at the Annual General Meeting, it must resolve on his election, in addition to his term of office, that is, up to September 27, 2026.

      Accordingly, the Management proposes the election of Mr. Eduardo Parente Menezes, Brazilian, married, production engineer, bearer of Identity Card (RG) No. 08.401.418-2 IFP/RJ, enrolled with the Individual Taxpayer's Register (CPF) under No. 815.040.477-53, with business address at Rua Costa Carvalho No. 300, Pinheiros, ZIP Code 05429-000, in the City of São Paulo, State of São Paulo, as a new member of the Board of Directors.

      The information regarding the candidate required by Article 11, I, of CVM Resolution 81/22, is included in Exhibit 3 of this Proposal, noting that the Eligibility and Compensation Committee, pursuant to Article 31 of the Company's Bylaws, evaluated the compliance of the candidate's nomination process, expressing itself favorably.

      Mr. Eduardo does not hold a position in a company that can be considered a competitor of the Company, and does not have, or represent, any interest conflicting with the Company, pursuant to items I and II of paragraph 3 of Article 147 of the Brazilian Corporations Law.

    4. To define the number of members that will comprise the Company's Fiscal Council for the next term of office.

      Pursuant to Article 26 of the Bylaws, the Fiscal Council must be composed of at least 3 and at most 5 full members, with an equal number of alternate members.

      The Management proposes that the number of seats on the Company's Fiscal Council be set at 5 full members and 5 alternate members, all with a term of office ending on the date of the Annual General Meeting that resolves on the Company's financial statements for the fiscal year to be ended on December 31, 2026.

      Candidates for full and alternate members of the Fiscal Council do not hold a position in a company that may be considered a competitor of the Company, and do not have, or represent, an interest in conflict with the Company, pursuant to items I and II of paragraph 3 of Article 147 of the Brazilian Corporations Law.

    5. To elect the members of the Company's Fiscal Council

      The Management proposes the election of the following full and alternate members to the Company's Fiscal Council, as presented below, for a unified term of office until the Annual General Meeting that resolves on the financial statements for the fiscal year to be ended on December 31, 2026:

      Full Members

      Alternate Members

      Aristóteles Nogueira Filho

      Vanderlei Dominguez da Rosa

      Gisomar Francisco de Bittencourt Marinho

      Marizio Martins da Costa

      Hamilton Valente da Silva Junior

      Dorgival Soares da Silva

      Maria Salete Garcia Pinheiro

      Adilson Celestino de Lima

      Thiago Mesquita Nunes

      Elaina Mirela Lourenço

      The information regarding the candidate for positions on the Fiscal Council, as required by Article 11, I, of CVM Resolution 81/22, is included in Exhibit 4 to this Proposal, noting that the Eligibility and Compensation Committee, pursuant to Article 31 of the Company's Bylaws, evaluated the compliance of the candidate's nomination process, expressing itself favorably to the appointments proposed herein.

    6. To set the limit on the annual global compensation of the management for the fiscal year to be ended on December 31, 2026.

      The Management proposes to maintain the same annual global compensation structure of the management adopted in 2025, with inflation adjustments, where applicable.

      1. Limit on the amount of the management annual global compensation

        The Management proposes to set the limit for the annual global compensation of the Company's management for the fiscal year ending on December 31, 2026, at up to BRL 70.407.973, to be allocated between the Board of Directors and the Board of Executive Officers, as detailed below. This amount does not include payroll charges to be borne by the Company as a result of the proposed global compensation, in accordance with CVM guidance:

        • Board of Directors: BRL 13,954,230.00

        • Board of Executive Officers: BRL 56,453,743.00 The above proposal is allocated, in summary, as follows:

          Board of Directors

          Board of Executive Officers

          Fixed Annual Compensation +

          Benefits

          BRL 13,954,230.001

          BRL 14,041,170.00

          Short-Term Variable

          Compensation

          Not applicable

          BRL 18,870,000.00

          Long-Term Variable

          Compensation

          Not applicable

          BRL 23,542,573.00

          The tables below show the proposed management compensation for the 2026 fiscal year, as well as the proposed amounts and those realized in the 2025 fiscal year.

          Board of Directors

          2026 Proposal

          2025 Realized

          2025 Approved

          Annual fixed compensation

          BRL 10,725,378.00

          BRL 10,725,378.00

          BRL 10,725,378.00

          Participation in Committees

          BRL 3,228,852.00

          BRL 2,380,568.00

          BRL 3,228,852.00

          Total

          BRL 13,954,230.00

          BRL 13,105,946.00

          BRL 13,954,230.00

          Board of Executive Officers

          2026 Proposal

          2025 Realized

          2025 Approved

          ‌1 As indicated below, the amount of the proposed compensation includes fixed compensation (BRL 10,725,378.00) and participation in committees (BRL 3,228,852.00).

          Board of Directors

          2026 Proposal

          2025 Realized

          2025 Approved

          Fixed Annual Compensation + Benefits

          BRL 14,041,170.00

          BRL 9,842,167.00

          BRL 13,561,170.00

          Short-Term Variable Compensation

          BRL 18,870,000.00

          BRL 16,880,947.00

          BRL 18,870,000.00

          Long-Term Variable Compensation

          BRL 23,542,573.00

          BRL 22,617,652.00

          BRL 18,557,013.00

          Total

          BRL 56,453,743.00

          BRL 49,340,765.00

          BRL 50,988,183.00

          The details of the proposed compensation are set out in the sections below.

      2. Compensation of the Board of Directors

        Management proposes that the compensation of the members of the Company's Board of Directors be composed exclusively of fixed monthly compensation, not including short- or long-term incentives, plus, when applicable, additional compensation for participation in statutory and non-statutory committees, also paid monthly. The exception to this rule will be the compensation for participating in the Related Party Transactions Committee, in cases where they will only meet when necessary, which will be due per meeting held.

        The amount proposed for the compensation of the Board of Directors for 2026 is BRL 13,954,230.00.

        The table below presents a comparison between this proposal and the proposal for global compensation of the Directors approved for the 2025 fiscal year, also considering the amounts actually incurred and the amounts proposed for 2026, excluding payroll charges:

        In BRL

        2025

        Approved (a)

        2025

        Realized (b)

        2026

        Proposal (c)

        (c) - (a)

        (c) - (b)

        Pro-labore

        10,725,378.00

        10,725,378.00

        10,725,378.00

        0

        0

        Benefits

        0

        0

        0

        0

        0

        Participation in statutory and non-statutory

        committees

        3,228,852.00

        2,380,568.00

        3,228,852.00

        0

        848,284.00

      3. Compensation of the Board of Executive Officers

      ‌The current composition of the compensation package of the Board of Executive Officers is divided into: (i) fixed cash compensation, which includes the base salary of each Officer, plus benefits; (ii) short-term variable incentive, corresponding to annual bonus paid in cash; and

      (iii) long-term variable incentive based on shares, structured in the form of restricted shares and performance shares plans.

      For the 2026 fiscal year, the short-term variable compensation remains subject to the achievement of performance indicators, as well as corporate goals and individual goals, as detailed in item 8.1 (c) of Exhibit 5 to this Proposal.

      The conditions applicable to long-term share-based incentive plans are described in item 8.1

      (c) of Exhibit 5 to this Proposal. These plans were approved at the Extraordinary General Meeting held on April 29, 2025, and can be consulted at the Company's principal place of business, on the Company's investor relations website (https://ri.sabesp.com.br/governanca-corporativa/atas-de-reunioes-e-assembleias/), as well as on the CVM website (https://www.rad.cvm.gov.br/ENET).

      The maximum amount proposed for the overall compensation of the Board of Executive Officers in 2026 is BRL 56,453,743.00, assuming full achievement of all performance goals and indicators, with a relevant weighting of the indicators defined for the contractual goals of universal access to services, provided for short- and long-term incentives.

      The proposed maximum amount for the global compensation of the Board of Executive Officers considers a Board of Executive Officers composed of 7 statutory members throughout the fiscal year.

      The table below provides a comparison between this proposal and the global compensation of the Board of Executive Officers approved for the 2025 fiscal year, also considering the amounts actually incurred and the amounts proposed for 2026, excluding payroll charges:

      In BRL2

      2025

      Approved (a)

      2025

      Realized (b)

      2026

      Proposal (c)

      (c) - (a)

      (c) - (b)

      Pro-labore

      11,701,500.00

      7,893,000.00

      12,140,734.00

      439,234.00

      4,247,734.00

      Benefits

      1,859,670.00

      1,949,167.00

      1,900,436.00

      40,766.00

      -48,731.00

      Total Fixed Compensation

      13,561,170.00

      9,842,167.00

      14,041,170.00

      480,000.00

      4,199,003.00

      Bonus

      18,870,000.00

      16,880,947.00

      18,870,000.00

      0

      1,989,053.00

      Total Short-Term Variable Compensation

      18,870,000.00

      16,880,947.00

      18,870,000.00

      0

      1,989,053.00

      Restricted shares

      1,800,478.00

      4,740,727.00

      5,133,469.00

      3,332,991.00

      392,742.00

      Performance shares

      16,756,536.00

      17,876,925.00

      18,409,104.00

      1,652,569.00

      532,180.00

      Total Long-Term Variable

      Compensation

      18,557,013.00

      22,617,652.00

      23,542,573.00

      4,985,560.00

      924,922.00

      It should be noted that, unlike the previous fiscal year, in which the Company had, on average,

      5 statutory officers throughout the year, the present proposal considers a Board of Executive Officers composed of 7 statutory officers for the entire fiscal year, which impacts the comparative basis of the global amounts presented. Additionally, there has been an appreciation in the value of the Company's shares, resulting in a positive variation in the longterm variable compensation of the officers, which is comprised of performance shares and restricted shares.

      In addition, in compliance with the provisions of Article 13, II, of CVM Resolution 81/22, in addition to the proposal for management compensation, the information in Section 8 of the Reference Form is available in Exhibit 5 to this Proposal.

    7. To set the compensation of the members of the Fiscal Council for the fiscal year to be ended on December 31, 2026.

    The Management proposes to set compensation of the members of the Fiscal Council for the fiscal year to be ended on December 31, 2026, at BRL 750,000.00, corresponding to the same amount approved for the 2025 fiscal year:

    Fiscal Council

    2026 Proposal

    2025 Realized

    2025 Approved

    Fixed Annual Compensation

    BRL 750,000.00

    BRL 611,236.00

    BRL 750,000.00

    Total

    BRL 750,000.00

    BRL 611,236.00

    BRL 750,000.00

    It is further clarified that the members of the Fiscal Council are not entitled to any variable compensation, whether short-term or long-term.

    EXTRAORDINARY GENERAL MEETING

    1. The Restricted Share Plan - Estrela Bonus

      The Management proposes the approval of the Restricted Share Plan - Estrela Bonus ("Estrela Bonus Plan" or "Plan"), with the objective of instituting an additional plan for the granting of shares issued by the Company, supplementary to the long-term incentives currently existing. The Plan focuses on the Company's eligible employees who, according to criteria to be defined by the Board of Directors, present differentiated performance and achieve previously established performance goals, assessed within the scope of the annual performance evaluation of employees.

      Under the Estrela Bonus Plan, the grant of the right to receive shares issued by the Company, in addition to the achievement of the applicable performance criteria, will be conditioned upon the participants' continued service with the Company. Accordingly, the Plan

      incorporates a retention mechanism for the professionals selected to participate, ensuring the stability of the professional team throughout the universalization period set forth in the first cycle of the Concession Agreement (URAE-1 - 2025-2029).

      Thus, the main objective of the Plan is to promote: (a) the recognition of professionals who demonstrate outstanding performance; (b) alignment between the interests of participants and the interests of the Company's shareholders, strengthening employees' sense of ownership and commitment to generating value in the short, medium and long-term; and (c) the attraction, incentivization and retention of key professionals to achieve the Company's strategic objectives, based on the retention, attraction and motivation of qualified professionals in its operational and strategic areas, especially in view of the challenges associated with the universalization of basic sanitation services.

      The Plan provides that up to five percent (5%) of the Company's employees may be selected each year, primarily among professionals at different levels of the organization (such as analysts, coordinators and managers). The professionals selected in a given year will not be eligible for selection in the immediately subsequent year.

      The contemplation will be made through the grant of restricted shares issued by the Company, as an additional component to the cash bonus payments, in an amount equivalent to the profit-sharing (PLR) to which the professional is entitled in the respective year.

      Restricted shares granted under the Estrela Bonus Plan will be subject to a total vesting period of three (3) years, with the participants vesting in 50% (fifty percent) of the shares on the second anniversary of the grant date and remaining 50% (fifty percent) on the third anniversary of the grant date. The Estrela Bonus Plan will be subject to an overall grant limit of 0.2% of the Company's share capital, on a fully diluted basis.

      Exhibit 6 of this Proposal contains the detailed description of the Estrela Bonus Plan, in accordance with the information indicated in Exhibit B of CVM Resolution 81/22, as well as the full text of the Plan.

    2. To amend the Company's Bylaws

      The Company's Management proposes to amend the Bylaws, in order to improve its corporate governance, to reflect the capitalization of profit reserves made in the 2025 and 2026 fiscal years, as well as to promote wording adjustments aimed at providing greater clarity, internal consistency and alignment of the Bylaws with the practices currently adopted by the Company.

      In summary, the proposed amendments are as follows, noting that the numbering of the provisions of the Bylaws indicated below corresponds to the current version of the Bylaws, rather than that of the restated version contemplating the proposed amendments:

      1. amend the caput of Article 3 to reflect (i) the capitalizations of profit reserves made in 2025 in the amount of BRL 6,210,000,000.00, and in 2026 in the amount of BRL 169,216,143.38 by resolution of the Board of Directors; and (ii) the existence of a special class preferred share (golden share) held by the State of São Paulo;

      2. amend the third paragraph of Article 3 to increase the authorized capital by adding 21,396,937 shares;

      3. include new first paragraphs in Articles 12, 18 and 26, to provide for the permanence of the members of the Board of Directors, the Board of Executive Officers and the Fiscal Council, respectively, in the exercise of their duties, until their respective successors take office, and renumber the subsequent paragraphs;

      4. amend the caput of Article 15 to adjust the minimum frequency of meetings of the Board of Directors from monthly to 8 meetings per year;

      5. amend paragraph ten of Article 15 to eliminate the requirement to prepare an excerpt of the minutes of the Board of Directors' meeting for filing with commercial boards and publication;

      6. amend item IV of Article 16 to limit the scope of authority of the Board of Directors to the approval of strategic and corporate policies;

      7. amend item XIX of Article 16 to change the name of the Eligibility and Compensation Committee to the People and Compensation Committee, and include the authority of the Board of Directors to elect and remove members of the statutory committees that may be created;

      8. amend item XXI of Article 16, the title of Chapter IX, Article 31, caput and sole paragraph, Article 32, caput and sole paragraph, and Article 43 to change the name of the Eligibility and Compensation Committee to People and Compensation Committee;

      9. delete item VIII of the first paragraph of Article 23 to organize the duties of the Chief Executive Officer (CEO) in accordance with the Company's practice;

      10. delete item IV of the second paragraph of Article 23 in order to eliminate repetition in the duties of the Chief Financial Officer and Investor Relations Officer and renumber the subsequent items;

      11. amend Article 37 to adapt the reporting lines of the compliance and risk management areas to the internal organizational structure;

      12. amend Article 38 to separate compliance and risk management assignments, with the creation of a new Article 39, renumber the subsequent articles and adjust cross-references;

      13. delete the second paragraph of Article 46 in view of the provision of the duties of the Committees in Internal Rules, with consequent renumbering of the first paragraph; and

      14. amend the sole paragraph of Article 58 to exclude the restriction that the pension plans sponsored by the Company be managed exclusively by a closed entity, under the

        defined contribution modality.

        In compliance with Article 12 of CVM Resolution 81/22, Exhibit 7 to this Proposal contains a comparative table of the Bylaws, highlighting all proposed amendments, accompanied by information on their origin and justification, and Exhibit 8 contains a copy of the bylaws highlighting the proposed amendments.

        Management clarifies that the statutory amendments proposed herein do not fall into any of the cases provided for in Article 136 of the Brazilian Corporations Law that grant the right of withdrawal to dissenting shareholders, pursuant to Article 137 of said law. Thus, dissenting shareholders will not be guaranteed the right to withdraw from the Company upon reimbursement of the value of their shares.

    3. the stock split of common shares issued by the Company, whereby each 1 common share will be split into 5 common shares, without any change to the amount of the share capital, with the consequent amendment to the caput and paragraph three of Article 3 of the Bylaws

      The Management proposes to stock split of all common shares issued by the Company, so that each 1 common share will be split into 5 common shares, without changing to the amount of the share capital ("Stock Split").

      The purpose of the Stock Split is to: (a) increase the liquidity of common shares issued by the Company in the market; and (b) enable an adjustment in the share price, making the price per share more attractive and accessible to a greater number of investors.

      If the Stock Split is approved, the Company's share capital will remain in the amount of BRL 21,379,216,143.38, divided into 3,524,534,025 common shares, all registered, book-entry and without par value, and 1 special class preferred share.

      As a result of the Stock Split, the limit of the Company's authorized capital, currently expressed as a number of shares, must also be adjusted in the same proportion as the split, in order to preserve the same capacity by the Company to issue shares, by resolution of the Board of Directors. Accordingly, the authorized capital will increase from 1,208,541,724 common shares to 6,042,708,620 common shares.

      Therefore, the Management proposes to amend the caput and paragraph three of Article 3 of the Company's Bylaws, which shall become effective with the following wording:

      "ARTICLE 3 - The Company's share capital is twenty-one billion, three hundred and seventy-nine million, two hundred and sixteen thousand, one hundred and forty-three reais and thirty-eight centavos (BRL 21,379,216,143,38), fully subscribed and paid-up, divided into three billion, five hundred and twenty-four million, five hundred and thirty-four thousand and twenty-five (3,524,534,025) single class common shares, all registered, book-entry and without par value and one (1) special class preferred share held exclusively by the State of São Paulo."

      [...]

      Paragraph three - The Company is authorized to increase its share capital up to the limit of six billion, forty-two million, seven hundred and eighty thousand, six hundred and twenty (6,042,708,620) common, registered, book-entry and with no par value shares, by resolution of the Board of Directors, regardless of amendment to the Bylaws."

      The following is a comparative table showing the composition of the Company's share capital, before and after the Stock Split proposed herein:

      Type and Class of Shares

      Before Share Split

      After Share Split

      Single Class Common Shares

      704,906,805

      3,524,534,025

      Special class preferred share.

      1

      1

      Authorized Capital Limit

      1,208,541,724

      6,042,708,620

      The Share Split will not imply any change in the proportional ownership interest of the shareholders in the Company's share capital. The resulting shares will grant their holders the same rights as those currently attributed to the existing common shares, including with respect to the distribution of dividends and/or interest on equity and any other capital remuneration that may be distributed by the Company.

      Once the Stock Split is approved, the shares issued by the Company will be traded ex-split as of April 29, 2026, considering the shareholding position with base date of April 28, 2026. The shares resulting from the split will be credited to shareholders on May 5, 2026.

      Considering that the Stock Split will be carried out in such a way that each common share issued by the Company is split into 5 shares of the same type, and there will be no surpluses arising from fractions of shares.

    4. To restate the Company's Bylaws, to reflect the changes proposed in items "II" and "III" of the agenda of the Extraordinary General Meeting, if approved

    The Management proposes to approve the restatement of the Bylaws, in order to reflect the amendments proposed in items "II" and "III" of the agenda of the Extraordinary General Meeting, the consolidated version of which is included in Exhibit 9 to this Proposal.

  3. MINUTES OF THE MEETING

    The proceedings of the general meetings shall be documented in writing in minutes drawn

    up in the "Book of Minutes of the General Meetings", which shall be signed by the members of the board and by the attending shareholders. The shareholder that participates in the Meeting through the Digital Platform will be considered present for all purposes and subscriber of the respective minutes.

    Pursuant to Article 9, paragraph 4 of the Bylaws, the minutes shall be drawn up in the form of a summary of the facts that occurred, including dissents and protests, containing only the transcript of the resolutions taken. In this case, the proposals or documents submitted to the meeting, as well as the statements of vote or dissent, referred to in the minutes, will be numbered, authenticated by the presiding board and by any shareholder who requests it, and filed with the Company. In addition, the presiding board, at the request of an interested shareholder, will authenticate a copy of a proposal, statement of vote or dissent, or protest submitted.

    Pursuant to Article 130, caput, of the Brazilian Corporations Law, certificates will be extracted from the minutes of the meeting, duly authenticated by the chairman and the secretary of the presiding board, which will be sent electronically to the CVM and B3, registered with the commercial registry of the state of the Company's principal place of business and published in a widely circulated newspaper, in accordance with Articles 135, paragraphs 1 and 289 of said law. Also, as guided by Article 130, paragraph 2, of the Brazilian Corporations Law, provided that it is authorized by the general meeting, it is possible to publish the minutes without the shareholders' signatures.

    The Company's Management proposes that the minutes be published with the omission of the shareholders' signatures.

  4. ADJOURNMENT

    For the reasons stated above, the Company's Management submits this Proposal to your appreciation, recommending its full approval.

    São Paulo, March 27, 2026

    Alexandre Gonçalves Silva

    Chairman of the Board of Directors

  5. EXHIBITS

The following are attached to this Proposal:

Exhibit

Title

EXHIBIT 1

Section 2 of the Reference Form - Management's Comments

EXHIBIT 2

Allocation of Net Income - Exhibit A of CVM Resolution 81/22

EXHIBIT 3

Items 7.3 to 7.6 of the Reference Form - Information on the Candidate for the Board of Directors

Exhibit 4

Items 7.3 to 7.6 of the Reference Form - Information on the Candidates for the Fiscal Council

EXHIBIT 5

Section 8 of the Reference Form - Compensation Proposal

Exhibit 6

Restricted Stock Plan - Bonus Estrela - Exhibit B of CVM Resolution 81/22 and the entire Plan

Exhibit 7

Amendment to the Bylaws - Report detailing the origin and justification of the proposed amendments and analyzing their legal and economic effects

Exhibit 8

Amendment to the Bylaws - Bylaws highlighting the proposed amendments

Exhibit 9

Restated Bylaws

EXHIBIT 1 SECTION 2 OF THE REFERENCE FORM: MANAGEMENT'S COMMENTS EXHIBIT 2 ALLOCATION OF NET INCOME: EXHIBIT A OF CVM RESOLUTION 81/22 EXHIBIT 3 ITEMS 7.3 TO 7.6 OF THE REFERENCE FORM: INFORMATION ON THE CANDIDATE TO THE BOARD OF DIRECTORS EXHIBIT 4 ITEMS 7.3 TO 7.6 OF THE REFERENCE FORM: INFORMATION ON THE CANDIDATES TO THE FISCAL COUNCIL EXHIBIT 5 SECTION 8 OF THE REFERENCE FORM: COMPENSATION PROPOSAL EXHIBIT 6 RESTRICTED STOCK PLAN - BÔNUS ESTRELAEXHIBIT B OF CVM RESOLUTION 81/22 AND THE ENTIRE PLAN EXHIBIT 7 AMENDMENT TO THE BYLAWS: REPORT DETAILING THE ORIGIN AND JUSTIFICATION OF THE PROPOSED AMENDMENTS AND ANALYZING ITS LEGAL AND ECONOMIC EFFECTS EXHIBIT 8 AMENDMENT TO THE BYLAWS: BYLAWS HIGHLIGHTING THE PROPOSED AMENDMENTS