AXIA Energia ADR美股招股说明书(2026-08-07版)

[FORM OF ADR] CUSIP NUMBER: ______________ Number:___________ AmericanDepositary Shares(eachAmericanDepositarySharerepresenting the right to receive one (1)fully paid common share, without parvalue) AMERICAN DEPOSITARY RECEIPTforAMERICAN DEPOSITARY SHARESrepresentingDEPOSITED COMMON SHARESofAXIA ENERGIA S.A.(Organized under the laws of the Federative Republic of Brazil) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America, asdepositary (the “Depositary”), hereby certifies that _____________ is the owner of ______________ American Depositary Shares(hereinafter “ADS”) representing deposited common shares, without par value, including evidence of rights to receive such commonshares (the “Shares”), of AXIA Energia S.A., a company organized under the laws of the Federative Republic of Brazil (the“Company”). As of the date of the Deposit Agreement (as hereinafter defined), each ADS represents the right to receive one (1) Sharedeposited under the Deposit Agreement with the Custodian, which at the date of execution of the Deposit Agreement is BancoBradesco S.A. (the “Custodian”). The ADS(s)-to-Share(s) ratio is subject to amendment as provided in Articles IV and VI of theDeposit Agreement. The Depositary’s Principal Office is located at 388 Greenwich Street, New York, New York 10013, U.S.A. (1)The Deposit Agreement.This American Depositary Receipt is one of an issue ( “ADRs”), all issued and to be issuedupon the terms and conditions set forth in the Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, asamended by Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of June 14, 2022 (as so amendedand as further amended and supplemented from time to time, the “Deposit Agreement”), by and among the Company, the Depositaryand all Holders and Beneficial Owners from time to time of ADSs issued thereunder. The Deposit Agreement sets forth the rights andobligations of Holders and Beneficial Owners of ADSs and the rights and duties of the Depositary in respect of the Shares depositedthereunder and any and all other Deposited Property (as defined in the Deposit Agreement) from time to time received and held ondeposit in respect of the ADSs. Copies of the Deposit Agreement are on file at the Principal Office of the Depositary and with theCustodian. Each Holder and each Beneficial Owner, upon acceptance of any ADSs (or any interest therein) issued in accordance withthe terms and conditions of the Deposit Agreement, or by continuing to hold, from and after the date hereof any ADS issued andoutstanding under the Original Deposit Agreement, shall be deemed for all purposes to (a) be a party to and bound by the terms of theDeposit Agreement and the applicable ADR(s), and (b) appoint the Depositary its attorney-in-fact, with full power to delegate, to acton its behalf and to take any and all actions contemplated in the Deposit Agreement and the applicable ADR(s), to adopt any and allprocedures necessary to comply with applicable law and to take such action as the Depositary in its sole discretion may deemnecessary or appropriate to carry out the purposes of the Deposit Agreement and the applicable ADR(s), the taking of such actions tobe the conclusive determinant of the necessity and appropriateness thereof. The statements made on the face and reverse of this ADR are summaries of certain provisions of the Deposit Agreement andtheEstatuto Socialof the Company (as in effect on the date of the signing of the Deposit Agreement) and are qualified by and subjectto the detailed provisions of the Deposit Agreement and theEstatuto Social, to which reference is hereby made. All capitalized terms not defined herein shall have the meanings ascribed thereto in the Deposit Agreement. The Depositary makes no representation or warranty as to the validity or worth of the Deposited Property. The Depositary hasmade arrangements for the acceptance of the ADSs into DTC. Each Beneficial Owner of ADSs held through DTC must rely on theprocedures of DTC and the DTC Participants to exercise and be entitled to any rights attributable to such ADSs. The Depositary mayissue Uncertificated ADSs subject, however, to the terms and conditions of Section 2.13 of the Deposit Agreement. (2)Surrender of ADSs and Withdrawal of Deposited Securities.The Holder of this ADR (and of the ADSs evidencedhereby) shall be entitled to Delivery (at the Custodian’s designated office) of the Deposited Securities at the time represented by theADSs evidenced hereby upon satisfaction of each of the following conditions: (i)the Holder (or a duly-authorized attorney of theHolder) has duly Delivered to the Depositary at its Principal Office the ADSs evidenced hereby (and, if applicable, this ADRevidencing such ADSs) for the purpose of withdrawal of the Deposited Securities represented thereby, (ii)if applicable and so requiredby the Depositary, this ADR Delivered to t