Exhibit 99.2.3

This document is a free translation. Due to the complexities of language translation, translations are not always precise. The original document was prepared in Portuguese, and in case of any divergence, discrepancy or difference between this version and the Portuguese version, the Portuguese version shall prevail.

This document contains information with respect to the proposed merger of shares (incorporação de ações) under Brazilian law of Omega Geração S.A. (“Omega Geração”) by Omega Energia S.A. (“Omega Energia”).

Omega Geração and Omega Energia are Brazilian companies. Information distributed in connection with the proposed merger of shares (incorporação de ações) under Brazilian law of Omega Geração by Omega Energia is subject to Brazilian disclosure requirements that are different from those of the United States. Any financial statements or financial information included herein has been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board and accounting practices in Brazil that may not be comparable to the financial statements or financial information of United States companies.

It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the proposed merger of shares, since the companies are located in Brazil and all of their officers and directors are residents of Brazil. You may not be able to sue the companies or their officers or directors in a Brazilian court for violations of the U.S. securities laws. Finally, it may be difficult to compel the companies and their affiliates to subject themselves to a U.S. court’s judgment.

You should be aware that the companies may purchase shares of the companies otherwise than through the proposed merger of shares, such as in open market or privately negotiated purchases.

Special Note Regarding Forward-Looking Statements:

This document contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to Omega Geração and Omega Energia, are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made.

OMEGA GERAÇÃO S.A.

Publicly-Held Company

CNPJ No. 09.149.503/0001-06

NIRE 31.300.093.107 | CVM Code 02342-6

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON SEPTEMBER 24, 2021

1.DATE, TIME, AND PLACE. Held at 9 a.m., on September 24, 2021, through a conference call, as provided for in Article 34, paragraph 4, paragraph 5, of the articles of incorporation of Omega Geração S.A. ("Company").

2.CALL NOTICE AND ATTENDANCE. The call notice was waived, pursuant to Article 34, paragraph 2, of the Company's articles of incorporation, as all members of the Board of Directors attended it. It was also attended by all members of the Company's Audit Committee, Ms. Maria Helena Petterson and Messrs. Ricardo Scalzo and Bruno Meirelles Salotti.

3.CHAIR. The meeting was chaired by Mr. José Carlos Reis de Magalhães Neto and secretariat by Ms. Livia Mariz Junqueira.

4.AGENDA. The members of the Board of Directors of the Company gathered to examine, discuss and decide upon the following agenda: (i) execution between the Company and Omega Energia S.A. (“Omega Energia”) of the “Private Instrument of Justification Protocol for the Merger of Shares of Omega Geração S.A.” (“Protocol and Justification”); (ii) the proposal, to be submitted to the Company's shareholders’ meeting, for the approval of the Protocol and Justification; (iii) the proposal, to be submitted to the Company's shareholders’ meeting, of approval of the merger of all shares issued by the Company by Omega Energia (“Merger of Shares”), the effectiveness of which shall be subject to the implementation of certain conditions precedent provided for in the Protocol and Justification (“Conditions Precedent to the Merger of Shares”); (iv) the proposal, to be submitted to the Company's shareholders’ meeting, for the assumption, by Omega Energia, of the obligations arising from the Third Stock Option Grant Plan of Omega Geração (“Third Plan”) and the Second Program of Granting of Stock Options (“2nd Program”), under terms and conditions substantially similar to the current conditions granted to the beneficiaries, with the consequent extinction of the Third Plan within the scope of Omega Geração, the effectiveness of which shall be subject to the

implementation of the Conditions Precedent to the Merger of Shares; and (v) the proposal, to be submitted to the Company's shareholders’ meeting, to authorize the managers, once the implementation of the Conditions Precedent to the Merger of Shares has been met, to perform all necessary acts to carry out the resolutions (ii) to (iv) above, including, without limitation, the subscription of the share capital increase of Omega Energia, to be paid in through the merger of all shares issued by the Company, on behalf of the Company's shareholders; and (vi) the call notice of a special shareholders’ meeting of the Company to resolve the matters in items (ii) to (v) of the agenda above.

5.RESOLUTIONS. Continuing the resolutions of the meeting of the Board of Directors held on 09.20.2021, the members of the Board of Directors met and opened the meeting, after the analysis and discussion of the matters included in the agenda, by unanimous vote, and without any reservations or restrictions, with the abstention of Messrs. José Carlos Reis de Magalhães Neto, Antonio Augusto Torres de Bastos Filho, Eduardo Silveira Mufarej, Gustavo Barros Mattos, and Rogério Sekeff Zampronha, the independent members of the Board of Directors present resolved:

5.1.To approve the execution of the Protocol and Justification which embodies the terms, clauses, and conditions of the Merger of Shares, to be entered into by the management of the Company and Omega Energia, under the terms and conditions contained in Exhibit 1, which is filed at the Company's principal place of business.

5.2.To approve the proposal, to be submitted to the Company's shareholders' meeting, for the approval of the Protocol and Justification, which embodies the terms and conditions of the Merger of Shares.

5.3.To approve the proposal, to be submitted to the Company's shareholders' meeting, for the approval of the Merger of Shares, the effectiveness of which shall be subject to the implementation of the Conditions Precedent to the Merger of Shares.

5.4.To approve the proposal, to be submitted to the Company's shareholders' meeting, of assumption, by Omega Energia, of the obligations arising from the Third Plan and the 2nd Program, as approved, respectively, at the Company's special shareholders' meeting, on April 30, 2020, and at the Company's meeting of the board of directors, on June 29, 2020, under terms and conditions substantially similar to the current conditions granted to the beneficiaries, with the consequent extinction of the Third Plan, the effectiveness of which shall be subject to the implementation of the Conditions

Precedent to the Merger of Shares.

5.5.To approve the proposal, to be submitted to the Company's shareholders' meeting, to authorize the managers, once the implementation of the Conditions Precedent to the Merger of Shares has been met, to perform all necessary acts to carry out the resolutions (ii) to (iv) of the agenda of this meeting, including, without limitation, the subscription of the share capital increase of Omega Energia, to be paid in through the merger of all shares issued by the Company, on behalf of the Company's shareholders;

5.6.To approve the call notice of a special shareholders' meeting of the Company to resolve the matters in items (ii) to (v) of the agenda of this meeting.

6.CLOSING. There was nothing else to be discussed, and this meeting was closed. These minutes were drawn up, read, found in order, and signed by all.

 

 

OMEGA GERAÇÃO S.A.

Publicly-Held Company

CNPJ No. 09.149.503/0001-06

NIRE 31.300.093.107 | CVM Code 02342-6

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON SEPTEMBER 24, 2021

Exhibit 1

PROTOCOL AND JUSTIFICATION

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PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION FOR THE MERGER OF SHARES ISSUED BY OMEGA GERAÇÃO S.A. BY OMEGA ENERGIA S.A.

entered into between

OMEGA ENERGIA S.A.

September 24, 2021.

OMEGA GERAÇÃO S.A.

PRIVATE INSTRUMENT OF PROTOCOL AND JUSTIFICATION OF MERGER OFSHARES OF OMEGA GERAÇÃO S.A. BY OMEGA ENERGIA S.A.

By this private instrument, and in the best form of law, the parties,

(i)OMEGA GERAÇÃO S.A., a corporation, with its principal place of business in the city of Belo Horizonte, in the State of Minas Gerais, at Avenida Barbacena, 472, sala 401, bairro (district) Barro Preto, CEP (Zipcode) 30190-130, with its articles of incorporation registered with the Commercial Registry of the State of Minas Gerais ("JUCEMG") under NIRE (State Registration Number) 31.300.093.10-7, registered in the National Register of Legal Entities of the Ministry of Economy ("CNPJ") under No 09.149.503/0001-06, registered with the Brazilian Securities Commission ("CVM") as a category "A" publicly-held company, represented herein under its articles of incorporation ("Omega Geração" or "Merged Company"); and

(ii)OMEGA ENERGIA S.A. (the former Nk 124 Empreendimentos e Participações SA), a corporation, with its principal place of business in the City of São Paulo, State of São Paulo, at Rua Elvira Ferraz, No 68, 12^th floor, conjuntos No 123 and 124, Bairro Vila Olímpia, CEP 04.552-040, with its organizational documents registered with the Commercial Registry of the State of São Paulo (“JUCESP”) under NIRE 35.300.571.851, registered with the CNPJ under No 42.500.384/0001 -51, represented herein under its articles of incorporation (“Omega Energia” or “Merging Company”); and

Omega Energia and Omega Geração, jointly, hereinafter simply referred to as "Parties" and individually as "Party",

And, also, as intervening parties:

(iii)LAMBDA 3 FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA, an equity investment fund organized as a private condominium, registered with the CNPJ under No 16.728.464/0001-59, herein represented by its manager, pursuant to its regulation ("FIP Lambda");

(iv)LAMBDA ENERGIA S.A., a corporation, with its principal place of business in the City of Belo Horizonte, in the State of Minas Gerais, at Avenida Barbacena, 472, 4^th floor, room 406 - parte, bairro Barro Preto, CEP 30190-130, with its articles of incorporation filed at JUCEMG under NIRE 31.300.121.86-1, registered with the CNPJ under No 30.881.433/0001-64, herein represented under its articles of incorporation ("Lambda");

(v) LAMBDA II ENERGIA S.A., a corporation, with its principal place of business in the city of Belo Horizonte, in the State of Minas Gerais, at Avenida Barbacena, 472, 4^th floor, parte, bairro Barro Preto, CEP 30190-130, with its articles of incorporation filed at JUCEMG under NIRE 31.300.126.145, registered with the CNPJ under No 34.216.487/0001-66, herein represented under its articles of incorporation ("Lambda II");

(vi)LAMBDA III ENERGIA S.A., a corporation, with its principal place of business in the City of Belo Horizonte, in the State of Minas Gerais, at Avenida Barbacena, 472, 4^th floor, parte, bairro Barro Preto, CEP 30190-130, with its articles of incorporation filed at JUCEMG under NIRE 31.300.126.153, registered with the CNPJ under No 34.216.524/0001-36, herein represented under its articles of incorporation ("Lambda III" and, jointly with FIP Lambda, Lambda, and Lambda II, the "Lambda Entities"); and

(vii)TARPON GESTORA DE RECURSOS LTDA., a corporation, with its principal place of business in the City of São Paulo, State of São Paulo, at Avenida Magalhaes de Castro, 4800, conjuntos 121, 122, 123, e 124, 12^th floor, Torre I, CEP 05676-120, with its articles of incorporation filed with the Commercial Registry of the State of São Paulo, under NIRE 35.232.576.431, registered with the CNPJ under No 14.841.301/0001-52, represented herein under its articles of association ("Tarpon Gestora"),

P R E A M B L E

(i)WHEREAS, on September 21, 2021, the shareholders' meeting of Omega Energia approved, among other matters, the share capital increase of Omega Energia, in the amount of BRL 102.646.603.83, through the issuance of 102.646.603 new common shares, registered and without par value, fully subscribed by FIP Lambda and MAKO Fundo de Investimento em Participações Multiestratégia - Investimento no Exterior, an equity investment fund organized as a private condominium, registered with the CNPJ under No 38.348.815/0001-39, a fund managed by Tarpon Gestora ("FIP Mako"), and paid in through the contribution of 102.646.601 common shares, registered, book-entry, and without par value, representing 100% of the total and voting share capital of Omega Desenvolvimento S.A. ("omega Desenvolvimento"), subject to the condition precedent of the granting of registration as a category "A" publicly-held company with the CVM ("Registration Application"), of the listing of the issuer on B3 and the acceptance of its shares in the special segment of the stock market of B3 S.A. — Brasil, Bolsa, Balcão ("B3") referred to as Novo Mercado ("Listing Applications") ("Capital Increase - OD");

(ii)WHEREAS, on September 24, 2021, the shareholders' meeting of Omega Energia approved,

among other matters: (a) making the Registration Application and Listing Applications; and (b) the amendment of Omega Energia's articles to include provisions compatible with a publicly-held company in accordance with Novo Mercado rules ("Amendment to the Articles of Omega Energia");

(iii)WHEREAS, on September 24, 2021, the shareholders' meeting of Omega Energia approved, among other matters, the share capital increase of Omega Energia in the amount of BRL 1,338,393,231.38, with the issue of 109,711,038 new common shares, registered and without par value, fully subscribed by Lambda Entities and Tarpon Gestora Vehicles, and paid in through the contribution of 73,640,375 common shares, registered, book-entry, and without par value, issued by Omega Geração, under a condition precedent of granting Omega Energia's registration as a publicly-held company with CVM and acceptance of Omega Energia's shares traded on the stock exchange market managed by B3 ("Capital Increase - OG" and, jointly with the Capital Increase - OD, "Capital Increases");

(iv)WHEREAS Omega Desenvolvimento explores the activities of holding interests and development, directly or through a joint venture (partnership), consortium, or any other company in which the Company holds interest in the share capital, in renewable electric power assets, but not limited to, small hydroelectric power plants (SHP), wind farms (CGE), and biomass-fired solar and thermoelectric plants (UTE), as well as in other companies, and ancillary activities to the fulfillment of its corporate purpose ("Development Businesses");

(v)WHEREAS Omega Geração carries out exploitation activities (directly or through interests in another company) of renewable electric power assets that have already reached the operational stage, of energy trading, as well as ancillary activities necessary to fulfill its corporate purpose ("Generation Businesses");

(vi)WHEREAS, once the Capital Increases have been carried out, Omega Energia shall be a holding company consolidating investments covering the Development Businesses and Generation Businesses, and the exclusive vehicle for the current controllers of Omega Geração, as long as they remain controllers of Omega Energia, for exploitation of the Development Businesses in Brazil;

(vii)WHEREAS Omega Geração is a category "A" publicly-held company with shares traded in B3's Novo Mercado under the trading code (ticker) "OMGE3";

(viii) WHEREAS Omega Energia shall be a publicly-held company registered in category "A" with the CVM and shall have its shares traded on Novo Mercado;

(ix)WHEREAS, once the Capital Increases are carried out, Omega Energia shall be the direct parent company of Omega Geração;

(x)WHEREAS Omega Energia wishes to offer to the current non-controlling shareholders of Omega Geração the possibility of participating in the restatement of the Development Business and Generation Business by becoming shareholders of Omega Energia;

(xi)WHEREAS the proposed participation of Omega Geração's shareholders in Omega Energia covers the merger of Omega Geração's shares by Omega Energia, with the assignment of new common shares, registered, book-entry, and without par value, to Omega Geração's shareholders (except Omega Energia), proportionally to their respective interests held in the share capital of Omega Geração, which shall be converted into a wholly-owned subsidiary of Omega Energia;

(xii)WHEREAS, if the merger of shares is approved by the shareholders' meetings of the Parties, on the Closing Date (as defined in Section 19.5 below), Omega Geração shall become a wholly-owned subsidiary of Omega Energia and the shareholding bases of the companies shall be unified;

(xiii)WHEREAS granted options by Omega Geração were exercised within the scope of the "Second Stock Option Grant Plan", approved by the shareholders' meeting of Omega Geração held on May 12, 2017 ("Second Plan"), for the acquisition of 137,158 shares ("Options");

(xiv)WHEREAS, as the Options were exercised by the beneficiaries but the corresponding shares have not yet been delivered, 137,158 new Omega Geração's common shares, registered, book-entry, and without par value, shall be issued and subscribed by the beneficiaries of Options before the Merger of Shares in Omega Geração by Omega Energia;

(xv)WHEREAS, on April 30, 2021, Omega Geração’s extraordinary and ordinary general shareholders’ meeting approved, among other matters, (a) the merger of Santa Vitória do Palmar Holding S.A. (“SVP” and “SVP Merger”); (b) the merger of Eólica Chuí IX S.A. (“Chuí IX”), Eólica Hermenegildo I S.A. (“Hermenegildo I”), Eólica Hermenegildo II S.A. (“Hermenegildo II”), and Eólica Hermenegildo III S.A. (“Hermenegildo III” and the “Merger of Lot 2 SPEs — Chuí”);

(xvi) WHEREAS, once the conditions precedent to the SVP Merger have been met, 3,236,607 new common shares, registered, book-entry, and without par value of Omega Geração shall be issued on behalf of SVP's shareholder;

(xvii)WHEREAS once the conditions precedent to the Lot 2 Merger - Chuí have been met, 373 new common shares, registered, book-entry, and without par value of Omega Geração shall be issued on behalf of the merged companies' shareholder;

(xviii)Whereas, pursuant to CVM Guidance Opinion No 35 ("Opinion 35"), Lambda Entities and Tarpon Gestora, as the manager of Tarpon Vehicles, shall only exercise their voting rights at the shareholders' meeting of Omega Geração that decide on the merger of shares if approved by the majority of the non-controlling shareholders attending it, and, if necessary to complete the deliberative majority legally provided for, the decision to carry out the merger of shares shall be exclusive to Omega Geração's non-controlling shareholders,

RESOLVE to enter into, pursuant to articles 224, 225, 226, 252, and 264 of the Brazilian Corporations Act and the rules in CVM Instruction No 565, of June 15, 2015, ("ICVM 565"), this "Instrument of Protocol and Justification of the Merger of Shares of Omega Geração S.A. by Omega Energia S.A.", subject to the terms, sections, and conditions set forth below ("Protocol and Justification" ):

SECTION 1

INTERPRETATION AND DEFINITIONS

1.1Interpretation. The titles and headings of this Protocol and Justification are for reference only and shall not limit or affect the meaning given to the Section to which they refer.

1.1.1 The terms "inclusive", "including", "particularly", and other similar terms shall be construed as if they were accompanied by the term "for example".

1.1.2 Whenever required by context, the definitions contained in this Protocol and Justification shall apply both in the singular and in the plural forms, and the masculine gender will include the feminine one, and vice-versa.

1.1.3 Any references to any document or other instruments shall include all respective amendments, substitutions, restatements, and related supplementations, except if

otherwise expressly stated.

1.1.4 References to legal provisions shall be interpreted as references to the provisions respectively amended, extended, consolidated, or reformulated on the date of this Protocol and Justification.

1.2Definitions. Capitalized terms in this Protocol and Justification shall have the meanings given to them hereunder or in the Agreement, as applicable. Moreover, capitalized terms listed below shall have the following definition:

(i) Governmental Authority: Means the Government of the Federative Republic of Brazil or any political subdivision thereof, whether at the federal, state, or municipal level, or any agency, department or body of such government or political subdivision of such government, including any court or arbitral entity with jurisdiction, including any self-regulated or other regulatory non-governmental or parastatal entities.

(ii) Business Day: Means any day other than a Saturday, Sunday, holiday, or day on which commercial banks are not authorized to operate in the City of Belo Horizonte or the City of São Paulo, or a day on which there is no trading session on the B3 stock market.

(iii) Anti-corruption Legislation: Means the set of Applicable Laws in force in Brazil and, if they are applicable to the relevant Party, any other jurisdiction, related to the prevention and sanctioning of corrupt practices and acts harmful to the public administration and public property, including Law No 12.846, of August 1, 2013, as amended, Decree No 8.420, of March 18, 2015, the ordinances and normative instructions issued by the Office of the General Controllership of the Federal Government, pursuant to the law and decree mentioned above.

(iv) Applicable Law: Means any law, decree, decree-law, resolutions, instructions, normative instructions, declaratory acts, regulation, ordinance, rule, license, or permit, judgment, decision, order, or any other measure issued by any Governmental Authority applicable to a private individual or its business, assets, or equity, including rules and guidelines formally issued by the CVM, the Anti-Corruption Legislation, the Anti-Money Laundering Laws, and the rules issued by B3.

(v) Anti-Money Laundering Laws: Means the Applicable Law against money laundering, in Brazil and abroad, as well as the accounting and disclosure requirements provided for in such Applicable Law, including Law No. 9.613 of March 3, 1998, as amended, and the

Instruction issued by CVM under No 301, of April 16, 1999, as amended, and with the rules, regulations, and policies enacted or applied by any Governmental Authority regarding or involving such matter.

(vi) Lien: Means any in rem or personal guarantee of any kind, including any mortgage, fiduciary sale, pledge, guarantee, usufruct, any kind of judicial or administrative restriction, as well as any third party rights, leasing, licensing, voting agreement, option, preemptive right, or first refusal or any other restrictions or limitations of any nature that may affect, restrict, or condition the full ownership and possession of a certain right, property, or asset, as well as any other similar rights or claim of any nature related to such rights.

(vii) Accounting Practices Adopted in Brazil: Means generally accepted accounting principles in Brazil, based on the Brazilian Corporations Act, the Federal Accounting Council ("CFC") standards, the Accounting Pronouncements Committee ("CPC") pronunciations, and the Brazilian Securities and CVM regulation.

(viii) Taxes: Means any taxes, fees, contributions, charges, tariffs, public prices, or ancillary tax entries (including interest, fines, penalties, adjustment for inflation, and surcharges related thereto) imposed by or to be paid to any Governmental Authority, including, without limitation, income taxes, taxes withheld at source, taxes on circulation, ad valorem, value-added taxes, social security taxes, taxes on social contributions, payroll, financial transactions, taxes on personal or real estate properties, transfer a license, sales, use, related to the Guarantee Fund for Length of Service ("FGTS") and the National Institute of Social Security ("INSS"), provision of services and other taxes of any kind or nature, whether in Brazil or abroad.

1.3Negotiation. The Parties acknowledge that the final wording of all the terms of this Protocol and Justification was the result of the negotiation between such Parties, assisted by their freely contracted lawyers, and, for this reason, in case of ambiguity, there shall be no interpretation in more beneficial terms in favor of any Party, therefore, the application of Article 113, IV, of the Civil Code is excluded, and the provisions of Article 421-A of the Civil Code must be met.

SECTION 2

PURPOSE

2.1Transaction. The purpose of this instrument of Protocol and Justification is to provide for the justifications, terms, sections, and conditions for the merger of shares of Omega Geração by Omega Energia (the "Merger of Shares" or the "Transaction").

CHAPTER I

JUSTIFICATION OF THE TRANSACTION

SECTION 3

REASONS AND PURPOSES OF THE TRANSACTION AND INTEREST OF THE PARTIES IN THE MERGER OF SHARES

3.1Reasons and Purposes of the Transaction. The Parties understand that the electricity market shall offer many opportunities for growth in the coming years. Currently, traditional market solutions do not address the needs of consumers, offering analog electricity products and services that are expensive, complex, and of low quality. In the opinion of the Parties, there is an opportunity to reinvent electricity sales in Brazil, offering a simpler and smarter standard for small and medium consumers. To achieve this goal, Omega Energia intends to offer simple and affordable solutions that adapt to the needs of each customer, connecting large consumers, small businesses, and individuals to renewable electric power sources.

3.1.1 The Transaction, resulting in a single holding company that develops, implements, and operates renewable projects, shall allow the creation of an integrated digital platform for clean electricity services. The result shall be a fully integrated platform based on four cornerstones:

(i)       Electricity Solutions — Simpler, cleaner, and cheaper digital products. Energy products and

services that better meet the needs of consumers, adding value and simplifying the electricity purchase process.

(ii) Intensive Use of Technology — Connecting stakeholders and expanding margins. Digitalization of Omega Energia's operations through the intensive use of technology and the development of new applications to solve problems, connecting its stakeholders in an increasingly agile and efficient way.

(iii) Development and Management of Renewable Assets — The largest Brazilian renewable generation company: Omega Energia, through its subsidiaries, shall have 1,869 MW of installed capacity and a pipeline of 5,855 MW in renewable projects under development.

(iv) Impact and Sustainability Oriented Initiatives: Omega Energia's mission shall continue to be ensuring the development of an organization that seeks a positive impact for all and focused on a sustainable electricity market and a more prosperous world, promoting an

open, fair, free-market with more opportunities.

3.2Benefits. The Transaction, by resulting in a single holding company to hold the interests in

companies engaged in the development of renewable electric power assets, trading, and generation of renewable energy, shall bring relevant positive effects to Omega Geração's shareholders.

3.2.1.	Wider scope. The Transaction represents, for Omega Geração's shareholders, the opportunity to participate in a company with a broader scope of activities, including the development of renewable electric power assets, and to supplement the activities currently carried out by Omega Geração.
3.2.2	Full interest in Omega Comercializadora. The Transaction represents, for Omega Geração's shareholders, the opportunity to hold the entire share capital of Omega Comercializadora S.A. ("Omega Comercializadora") and, therefore, fully holding the digital electricity purchase platform launched by Omega Comercializadora in September 2020.
3.2.3	Investment opportunity. The Transaction shall result in increased investment opportunities for Omega Geração, by expanding the company's business scope to a segment that has been responsible for relevant investments over the past few years and which, in general, presents financial returns above the average of the generation of electricity that Omega Geração currently participates.
3.2.4	Investment capacity. The Transaction shall result in an increase in Omega Geração's investment capacity by consolidating the shareholders into a single company.
3.2.5	Synergies. It is expected that the Transaction shall result in synergies arising from the reduction of administrative expenses and optimization of the tax structure through the use of tax credits and losses, simplifying the companies' governance.
3.2.6	Governance. The Transaction shall resolve potential conflicts of interest arising from transactions between related parties by consolidating the shareholders into a single company.

3.3Interest of Shareholders and Benefits for Parties. The Transaction may generate positive

effects consistent with the increase in the capacity to attract investments through the financial and capital markets and in the improvement of the appreciation of the assets of the Parties, providing the creation of value to shareholders.

3.4Cost Estimates. It is estimated that the total costs and expenses for carrying out and performing the Transaction, including the fees of legal advisors, appraisers, and auditors, and the costs for carrying out and publishing the corporate acts, are around BRL 33,000,000.00.

3.5 Management opinion. The managers of Omega Energia and Omega Geração render their opinion in favor of carrying out the Transaction and recommend its approval by the shareholders' meeting of Omega Energia and Omega Geração, whose effectiveness shall be subject to the fulfillment of the Conditions Precedent for the Merger of Shares (as defined in Section 19.1 below).

SECTION 4

SHARE CAPITAL OF THE PARTIES BEFORE THE MERGER OF SHARES

4.1. Composition of Omega Geração's share capital. Omega Geração's share capital, on the date hereof, is BRL 3,843,971,899.73, divided into 196,597,201 common shares, registered, book-entry shares with no par value, distributed among the shareholders as follows:

Shareholder	Common	Preferred	% Total
FIP Lambda	1,996,372	-	1.015463%
Lambda	400,000	-	0.203462%
Lambda II	6,500,000	-	3.306253%
Lambda III	2,050,000	-	1.042741%
Tarpon Gestora Vehicles	62,694,003	-	31.889570%
Verde Asset Management S.A.	10,093,675	-	5.134191%
Compass Group L.L.C	10,665,299	-	5.424950%
Others	102,156,852	-	51.962516%
Treasury shares	41,000	-	0.020855%
Total	196,597,201	-	100.000000%

4.2 Composition of Omega Geração's share capital after the exercise of the Options. After the exercise of the Options, which shall occur before the completion of the Merger of Shares, Omega Geração's share capital shall be increased by the amount of BRL 2,012,794.89, with the issue of 137,158 new common shares, increasing to BRL 3,845,984,694.62, divided into 196,734,359 common shares, registered, book-entry, and without par value, distributed among the shareholders as follows:

Shareholder	Common	Preferred	% Total
FIP Lambda	1,996,372	-	1.014755%
Lambda	400,000	-	0.203320%
Lambda II	6,500,000	-	3.303948%
Lambda III	2,050,000	-	1.042014%
Tarpon Gestora Vehicles	62,694,003	-	31.867338%
Verde Asset Management S.A.	10,093,675	-	5.130611%
Compass Group L.L.C	10,665,299	-	5.421167%

Others	102,294,010	-	51.996006%
Treasury shares	41,000	-	0.020840%
Total	196,734,359	-	100.000000%

4.3Composition of Omega Geração's share capital after the SPV Merger and the Merger of Lot 2 SPEs - Chuí. After the exercise of the effective SPV Merger and Merger of Lot 2 SPEs - Chuí, which shall occur before the completion of the Merger of Shares, Omega Geração's share capital shall be increased by the amount of BRL 116,699,599.06, with the issue of 3,236,980 new common shares, increasing to BRL 3,962,684,293.68, divided into 199,971,339 common shares, registered, book-entry, and without par value, distributed among the shareholders as follows:

Shareholder	Common	Preferred	% Total
FIP Lambda	1,996,372	-	0.998329%
Lambda	400,000	-	0.200029%
Lambda II	6,500,000	-	3.250466%
Lambda III	2,050,000	-	1.025147%
Tarpon Gestora Vehicles	62,694,003	-	31.351494%
Verde Asset Management S.A.	10,093,675	-	5.047561%
Compass Group L.L.C	10,665,299	-	5.333414%
Others	105,530,990	-	52.773058%
Treasury shares	41,000	-	0.020503%

Total 199,971,339 - 100.000000%

4.3.1 Prior to the Capital Increases and the Merger of Shares, the Lambda Entities may transfer shares issued by Omega Geração to each other, however, the Lambda Entities shall remain jointly with the shareholding interest held by them on the date hereof, without increase or reduction.

4.4Composition of Omega Geração's share capital after the Capital Increases. After the performance of Capital Increases in Omega Energia and before the Merger of Shares, Omega Geração's share capital shall continue to be BRL 3,962,684,293.68, divided into 199,971,339 common, registered, book-entry shares with no par value, distributed among the shareholders as follows:

Shareholder	Common	Preferred	% Total
Omega Energia	73,640,375	-	36.825465%
Verde Asset Management S.A.	10,093,675	-	5.047561%
Compass Group L.L.C	10,665,299	-	5.333414%
Others	105,530,990	-	52.773058%
Treasury shares	41,000	-	0.020503%
Total	199,971,339	-	100.000000%

4.5.       Composition of Omega Energia's share capital: Omega Energia's share capital, on the date hereof, is BRL 100.00, divided into 100 common, registered shares with no par value, distributed among the shareholders as follows:

Shareholder	Common	Preferred	% Total
FIP Mako	50	-	50.000000%
FIP Lambda	50	-	50.000000%
Others	-	-	0.000000%
Treasury shares	-	-	0.000000%
Total	100	-	100.000000%

4.6Composition of Omega Energia's share capital after Omega Energia's Capital Increases. After the production of effects of the Capital Increases and before the completion of the Merger of Shares, Omega Energia's share capital shall be BRL 1,441,039,935.21, divided into 212,357,741 common, registered, book-entry shares with no par value, distributed among the shareholders as

follows:

Shareholder	Common	Preferred	% Total
FIP Mako	51,323,352	-	24.168345%
FIP Lambda	54,297,589	-	25.568924%
Lambda	595,929	-	0.280625%
Lambda II	9,683,842	-	4.560155%
Lambda III	3,054,135	-	1.438203%
Tarpon Gestora Vehicles	93,402,894	-	43.983748%
Others	-	-	0.000000%
Treasury shares	-	-	0.000000%
Total	212,357,741	-	100.000000%

4.6.1 Prior to the Capital Increases and the Merger of Shares, the Lambda Entities may transfer shares issued by Omega Geração to each other, however, the Lambda Entities shall remain jointly with the shareholding interest held by them on the date hereof, without increase or reduction. In this case, the number of shares in Omega Energia of each Lambda Entity may vary, but their total share interests shall remain unchanged.

SECTION 5

SHARES ASSIGNED TO HOLDERS OF PREFERRED SHARES AND MODIFICATION OFPREFERENCES AND ADVANTAGES

5.1Omega Energia's preferred shares before the Merger of Shares. There are no preferred shares issued by Omega Energia before the Merger of Shares.

5.2Omega Geração's preferred shares before the Merger of Shares. There are no preferred shares issued by Omega Geração before the Merger of Shares.

5.3Omega Energia's preferred shares after the Merger of Shares. Omega Energia shall not issue preferred shares within the scope of the Merger of Shares.

5.4Omega Geração's preferred shares after the Merger of Shares. Omega Geração shall not issue preferred shares within the scope of the Merger of Shares.

5.5Rights, votes, and dividends of Omega Energia's shareholders. There shall be no change in voting or dividend rights or any other equity rights granted to the current Omega Energia's shareholder, compared to the political and equity advantages of the shares existing prior to the

Merger of Shares.

5.6Rights, votes, and dividends of Omega Geração's shareholders. There shall be no change in voting or dividend rights or any other equity rights granted to the current Omega Geração's shareholder, compared to the political and equity advantages of the shares existing prior to the Merger of Shares.

SECTION 6

SHARE CAPITAL OF THE PARTIES AFTER THE MERGER OF SHARES

6.1Composition of Omega Geração's share capital after the Merger of Shares. On the Closing Date, immediately after the Merger of Shares, Omega Geração shall be converted into a wholly-owned subsidiary of Omega Energia, thus, the figure for the share capital of Omega Geração shall remain unchanged, but all common shares, registered, book-entry and without par value of its issue shall be held by Omega Energia, as follows:

Shareholder	Common	Preferred	% Total
Omega Energia	199,930,339	-	99.979497%
Others	-	-	0.000000%
Treasury shares	41,000	-	0.020503%
Total	199,971,339	-	100.000000%

6.2Composition of Omega Energia's share capital after the Merger of Shares. On the Closing Date, after the Merger of Shares, Omega Energia's share capital shall be BRL 3,736,324,729.84, divided into 400,507,285 registered common shares, with no par value, distributed among the shareholders as follows:

Shareholder	Common	Preferred	% Total
FIP Mako	51,323,352	-	12.814586%
FIP Lambda	54,297,589	-	13.557204%
Lambda	595,929	-	0.148794%
Lambda II	9,683,842	-	2.417894%

Lambda III	3,054,135	-	0.762567%
Tarpon Gestora Vehicles	93,402,894	-	23.321147%
Verde Asset Management S.A.	15,037,777	-	3.754683%
Compass Group L.L.C	15,889,395	-	3.967317%

Others	157,222,372	-	39.255808%
Treasury shares	-	-	0.000000%
Total	400,507,285	-	100.000000%

6.2.1 Prior to the Capital Increases and the Merger of Shares, the Lambda Entities may transfer shares issued by Omega Geração to each other, however, the Lambda Entities shall remain jointly with the shareholding interest held by them on the date hereof, without increase or reduction. In this case, the number of shares in Omega Energia of each Lambda Entity may vary, but their total share interests shall remain unchanged.

SECTION 7

CALCULATION OF THE REPLACEMENT RATIO FOR COMPARATIVE PURPOSES

7.1Calculation of the replacement ratio for comparative purposes. Pursuant to Article 264 of the Brazilian Corporations Act and Article 8 of ICVM 565, as Omega Energia and Omega Geração are companies under common control, it is necessary to include in the justification presented to the shareholders' meeting, exclusively for informational and comparative purposes, the calculation of the replacement ratios for Omega Geração's shares based on the net equity value of the shares of Omega Energia and Omega Geração, appraising both assets according to the same criteria and on the same date, at market prices. In this case, once the valuation of the two assets at market prices is carried out, the comparative replacement ratio is the result of the division: (a) the market-adjusted shareholders' equity value per share of Omega Geração, (b) the market-adjusted equity value per share of Omega Energia.

7.2Report of Article 264. In compliance with the provisions of Article 264 of the Brazilian Corporations Act, Omega Energia engaged BERKAN CONSULTORIA EMPRESARIAL LTDA., a limited liability company, with its principal place of business in the Municipality of Blumenau, State of Santa Catarina, at Rua Guarani, 63, Garcia, CEP 89021-110, registered with the CNPJ under No 19.493.096/0001-03 ("Appraiser — Article 264") for the appraisal of the net equity of Omega Geração and Omega Energia adjusted to market prices ("Appraisal Report — Article 264"), and which is provided for in Exhibit 7.2.

7.2.1 Costs and expenses. Omega Energia shall bear all costs and expenses related to the preparation of the Appraisal Report — Article 264, including the Appraiser’s fees — Article 264.

7.3 Appraiser — Article 264's Statement Pursuant to current legislation, the Appraiser — Article 264 stated that: (i) it is not the direct or indirect owner of any security or derivative listed under

securities and issued by the Parties of Omega Geração or Omega Energia; and (b) it is not aware of a conflict of interest, direct or indirect, that reduces the independence necessary for the performance of their duties.

7.4       Replacement ratio for comparative purposes. If the replacement ratio was calculated based on the criterion of net equity at market prices, Omega Geração shareholders would receive 1.791848584 new common shares, registered, book-entry, and without par value issued by Omega Energia for each common, registered, book-entry share without par value issued by Omega Geração held by it ("Comparative Replacement Ratio").

SECTION 8

RIGHT OF WITHDRAWAL AND REFUND AMOUNT IN THE MERGER OF SHARES

8.1       Right of withdrawal by Omega Geração's shareholders. It shall be granted to Omega Geração's shareholders who do not approve the Merger of Shares, whether by disagreement, abstention, or non-attendance, the right to withdraw from Omega Geração, pursuant to article 252, paragraph 1.2 of the Brazilian Corporations Act.

8.1.1 The shareholders may exercise the right of withdrawal regarding Omega Geração's shares, which they were proven to hold, without interruption, between September 24, 2021, subject to the negotiations carried out on the date hereof, including the date of disclosure of a material fact informing the performance of the Transaction, and the Closing Date, pursuant to Article 137, paragraph 1, of the Brazilian Corporations Act.

8.2Term for exercising Omega Geração's right to withdraw. Pursuant to the provisions of Article 230 and Article 137, IV, paragraph 1, and paragraph 4, of the Brazilian Corporations Act, Omega Geração's shareholders shall, under penalty of forfeiture, exercise their withdrawal rights within a period of 30 days from the publication of the minutes of the shareholders' meeting of Omega Geração that approves the Merger of Shares.

8.3Disbursement amount. Shareholders exercising the right to withdraw from Omega Geração shall receive, as reimbursement, the amount of BRL 19.562005009804 per share, which corresponds to the equity value (valor patrimonial) of Omega Geração's shares, disregarding treasury shares, on the date hereof, as per the approved financial statements of Omega Geração, on December 31, 2020, subject to the terms of Article 45, paragraph 1.2 of the Brazilian Corporations Act, subject to the possibility of reviewing the reimbursement amount.

8.4Refund payment. The value of the refunded shares shall be paid to disagreeing

shareholders on the Closing Date.

8.5Refund amount review. Pursuant to Article 45, paragraph 2, of the Brazilian Corporations Act, disagreeing shareholders of Omega Geração may, upon withdrawal, request a special balance sheet to determine the reimbursement value of the shares.

8.6Special balance sheet base date. The special balance sheet shall be drawn up on a date prior to the approval of the Merger of Shares, a date to be set by Omega Geração's management, subject to a period of, at most, 60 days between the date of drawing up the special balance sheet and the date of approval of the Merger of shares.

8.7Payment of part of the refund amount. If there is a request to draw up a special balance, the requesting shareholder shall receive, on the Closing Date, 80% of the reimbursement amount calculated based on the net equity of Omega Geração on December 31, 2020, and the balance sheet, if any, paid within 120 days of the Closing Date.

8.8Alternative refund amount. Since the Comparative Replacement Ratio is more advantageous for Omega Geração's shareholders than the Replacement Ratio (as defined below) actually adopted, Omega Geração's shareholders that disagree with the resolution approving the Merger of Shares may choose, in the act of exercise of the right of withdrawal, to receive, as reimbursement, the amount of BRL 24.221866192866 per share, which corresponds to the equity value (valor patrimonial) of Omega Geração's shares, adjusted to market prices, disregarding treasury shares, pursuant to Article 264, paragraph 3, of the Brazilian Corporations Act

8.9Maintenance of shares reimbursed in treasury. Pursuant to Article 45, paragraph 5 of the Brazilian Corporations Act, the reimbursement shall be paid regarding Omega Geração's retained earnings, except for the unavailable reserves, pursuant to Article 7, paragraph 1, I, of CVM Instruction No 567, of September 17, 2015 ("ICVM 567"), and the reimbursed shares shall be held in treasury for subsequent cancellation and/or disposal.

8.10Other information. Specific procedures for exercising the right of withdrawal shall be disclosed in due course when the Transaction is approved by the Omega Geração's shareholders' meeting.

CHAPTER II

MERGER OF SHARES

SECTION 9

MERGER OF SHARES

9.1Merger of Shares. Once the implementation of the Conditions Precedent for the Merger of Shares has been fulfilled, Omega Energia shall carry out, on the Closing Date, the Merger of Shares.

9.2Wholly-owned subsidiary. As a result of the Merger of Shares, Omega Geração shall be converted into a wholly-owned subsidiary of Omega Energia, pursuant to Article 252 of the Brazilian Corporations Act.

SECTION 10

REPLACEMENT RATIO, NUMBER OF SHARES TO BE ASSIGNED TO OMEGA GERAÇÃO'S SHAREHOLDERS, AND TREATMENT OF FRACTIONS OF SHARES

10.1Replacement Ratio. With the completion of the Merger of Shares, on the Closing Date, Omega Geração's shareholders shall receive 1.489821827147 new common shares, registered, book-entry, and without par value of Omega Energia for each 1 common, registered, book-entry share with no par value issued by Omega Geração held by it ("Replacement Ratio").

10.2Criteria for setting the Replacement Ratio. The Replacement Ratio was established by the companies' management, based on the economic value of the shares of Omega Energia and Omega Geração, and considering, as support to the decision of the companies' management, the value ranges in the economic and financial analyzes prepared by LAZARD ASSESSORIA FINANCEIRA LTDA., a limited liability company, with its principal place of business in the City of São Paulo, at Avenida Brigadeiro Faria Lima, 2277, 8^th floor, salas 803/804, Jardim Paulistano, CEP 01452-000, registered with the CNPJ under No 06.955.244/0001-04 ("Lazard"), pursuant to Exhibit 10.2. The Replacement Ratio results from the division (a) of the economic value per Omega Geração's share, disregarding treasury shares and considering the shares to be issued upon exercising the options, (b) by the economic value per Omega Energia's share, as follows:

 

Replacement ratio.

*Total shares, excluding 41,000 treasury shares, plus 137,158 new shares to be issued upon the exercise of Options, and 3,236,980 shares to be issued upon the SPV Merger and the Lot 2 Merger - Chuí.

#It considers Omega Energia's interests in Omega Geração

10.2.1 The economic and financial analysis prepared by Lazard is not, and should not be considered, an appraisal report or a fairness opinion.

10.3 Adjustments in the Replacement Ratio. The Replacement Ratio must be proportionally adjusted in case of:

(i) modification of the number of shares of Omega Energia's share capital, including any and all splits, reverse splits, and bonuses of Omega Geração's shares occurring between the date hereof and the Closing Date, except the Capital Increase, which was already considered in the calculation of the Replacement Ratio;

(ii) modification of the number of shares of Omega Geração's share capital, including any and all splits, reverse splits, and bonuses of Omega Geração's shares occurring between the date hereof and the Closing Date, except the issuance of (a) 137,158 new common shares to be issued as a result of the exercise of the Options, and (b) 3,236,980 new common shares to be issued as a result of the SPV Merger and the Lot 2 Merger - Chuí, which are already considered in the calculation of the Replacement Ratio;

(iii) number of shares issued by Omega Geração in treasury on the Closing Date; and

(iv) proceeds (including dividends and interest on equity) that may be stated by Omega

Energia or Omega Geração between this date and the Closing Date.

10.4 Omega Geração's shares held in treasury. For purposes of calculating shares to be issued by Omega Energia to replace Omega Geração's shares, shares issued by Omega Geração held in treasury on the Closing Date shall be deducted from the total shares issued by Omega Geração.

10.5 Non-extinction of Omega Geração’s shares. The Merger of Shares shall not result in the extinction of shares issued by Omega Geração which, on the Closing Date, with the exception of treasury shares, shall be fully owned by Omega Energia.

10.6 Subscription of new shares by Omega Geração. The final number of new Omega Energia's shares to be subscribed by Omega Geração, on behalf of its shareholders, proportionally to their respective interest in Omega Geração's share capital, and paid in through the version of Omega Geração's shares to be merged by Omega Energy, shall correspond to the result of the multiplication: (a) of the total shares issued by Omega Geração on the Closing Date, regardless of class or type, excluding treasury shares on the Closing Date; by (b) the Replacement Ratio, adjusted under the terms set forth herein, if applicable.

10.6.1 Share subscription. Considering the current number of shares issued by Omega Geração, adjusted by the exercise of the Options and by the SPV Merger and Lot 2 Merger - Chuír, disregarding the treasury shares, Omega Geração would subscribe, on behalf of its shareholders, proportionally to their respective interests in the share capital of Omega Geração, a total of 188,149,544 new common shares, registered, book-entry, and without par value, to be issued by Omega Energia, on the Closing Date, and paid in through the merger of all Omega Geração's shares by Omega Energy.

10.7 Fractions of Omega Energia's shares. Any fractions of Omega Energia's shares assigned to Omega Geração's shareholders at the Merger of Shares shall be grouped into integers, sold by Omega Energia on the stock exchange, and the net proceeds from the sale shall be proportionally divided between holders of fractions of new common shares issued by Omega Energia.

SECTION 11

MERGED SHARES

11.1Merged Shares. On the Closing Date, Omega Energia shall merge all the common, registered, book-entry shares without par value issued by Omega Geração, except for the shares that, on the Closing Date, (a) are owned by Omega Energia; and (b) are held in Omega Geração's treasury ("Merged Shares").

11.1.1 Number of Merged Shares. Considering the number of shares currently issued by Omega Geração on this date, the number of treasury shares and the number of shares that shall be issued before the Merger of Shares upon the exercise of Options and SPV Merger and Lot 2 Merger - Chuí, 126,289,964 common shares issued by Omega Geração shall be merged, as follows:

Current shares	196,597,201
Treasury shares	(41,000)
Total shares (former treasury)	196,556,201
Shares to be issued - Second Plan	137,158
Total shares adjusted by SOP	196,693,359
Shares issued in the SPV Merger	3,236,607
Shares issued in the Lot 2 Merger - Chuí	373
Total shares on fully diluted bases	199,930,339
Omega Energia’s Shares on the Closing Date	(73,640,375)

Total number of shares to be merged 126,289,964

SECTION 125

VALUATION OF THE MERGED SHARES

12.1Appraisal Company. Pursuant to Article 226 and Article 252, paragraph 1., of the Brazilian Corporations Act, Omega Energia engaged APSIS CONSULTORIA E AVALIAÇÕES LTDA., a limited liability company, with its principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Rua do Passeio, 62, sala 601, Centro, CEP 20021-290, registered with the CNPJ under No 27.281.922/0001-70, registered with the Regional Accounting Council of Rio de Janeiro under No 005112/0-9 ("Appraisal Company") to prepare an appraisal report of the Merged Shares ("Appraisal Report of the Merged Shares").

12.2Costs and expenses. Omega Energia shall bear all costs and expenses related to the preparation of the Appraisal Report of Merged Shares, including the Appraisal Company's fees.

12.3Ratification of the Engagement of the Appraisal Company. Omega Energia's shareholders' meeting shall ratify the choice of the Appraisal Company to prepare the Appraisal Report of the Merged Shares.

12.4Valuation criteria. The Appraisal Report of the Merged Shares was prepared using the accounting net equity criteria.

12.5Base Date. The adopted base date for the Appraisal Report of the Merged Shares is June 30, 2021 ("Base Date").

12.6Appraisal Report. The Appraisal Company prepared the Appraisal Report of the

Merged Shares in order to determine, on the Base Date, the book-equity value of the Merged Shares, contained in Exhibit12.6 to this Justification Protocol.

12.7Assigned value. As provided in the Appraisal Report of the Merged Shares, the Appraisal Company concluded, based on the work carried out, that the total amount of BRL 2,295,284,794.63 corresponds, in all material respects, to the book-equity value of the Merged Shares.

12.8Variations in the value of Merged Shares. Any differences in the value of the Merged Shares between the Base Date and the Closing Date shall not result in changes in the economic and financial assumptions of the Transaction. Omega Energia shall assume the risk and absorb the variations in the value of Omega Geração that occur between the Base Date and the Closing Date. Thus, if the value of the Merged Shares, on the Closing Date, is lower than the amount set in the Appraisal Report of the Merged Shares, Omega Energia shall request an indemnity, reimbursement, or adjustment from Omega Geração's shareholders. On the other hand, if the value of the Merged Shares, on the Closing Date, is more than the amount set in the Appraisal Report of the Merged Shares, Omega Geração's shareholder shall not be entitled to an indemnity, reimbursement, or adjustment from Omega Energia's shareholders.

12.9Omega Energia's "pro forma" financial statements. In compliance with the provisions of Article 7 of ICVM 565, Omega Energia prepared "pro forma" financial statements evidencing the effects of the Capital Increases and the Merger of Shares, as if such transactions had taken place on the Base Date ("Omega Energia's 'pro forma' statements").

12.10 Special review report. The Omega Energia's "pro forma" Financial Statements shall be disclosed with by a reasonable assurance report issued by ERNEST & YOUNG AUDITORES

INDEPENDENTES S.S., a company with its principal place of business at Avenida Presidente Juscelino Kubitschek, 1.909 Torre Norte – 7^th floor, registered with the CNPJ under No 61.366.936/0001-25, organized under the Brazilian law and an independent member of EY Global, a limited liability company in the United Kingdom that acts as the central coordinating entity of the EY Network of Independent Firms ("Omega Energia's Auditor"), in compliance with the regulations in force.

SECTION 13

TREATMENT OF SHARES OF ONE OF THE PARTIES HELD BY THE OTHER PARTY

13.1Treatment of Omega Energia shares held by Omega Geração. Omega Geração does not hold shares issued by Omega Energia.

13.2Treatment of Omega Geração shares held by Omega Energia. The shares issued by Omega Geração and held by Omega Energia shall remain unchanged and shall not be subject to the Merger of Shares.

SECTION 14

CAPITAL INCREASE, ISSUANCE OF NEW SHARES, AND RIGHTS OF NEW SHARES

14.1 Capital Increase in Omega Energia. The Merger of Shares shall result in an increase in Omega Energia's share capital in the amount of BRL 2,295,284,794.63 through the issue of 188,149,544 new common shares, registered, book-entry, and without par value, at the issue price of BRL 12.199257812870 per share, to be subscribed by Omega Geração on behalf of its shareholders, proportionally to their interest in the Merged Company, and, on the Closing Date, paid in through the Merger of Shares, pursuant to Article 252 of the Brazilian Corporations Act

14.2 Amount calculated and capital to be paid. Pursuant to Article 226 of the Brazilian Corporations Act, the Appraisal Company set that the value of the Merged Shares is at least equal to the value of the share capital of Omega Energia to be paid.

14.3 Subscription of new shares. The officers of Omega Geração shall subscribe, on behalf of their shareholders, proportionally to their respective interest in the share capital of Omega Geração, all new common shares, registered, book-entry, and without par value, which shall be paid in through the Merger of Shares.

14.4Assignment and issue of new shares. Pursuant to Article 252, paragraph 3 of the Brazilian Corporations Act, on the Closing Date, the shareholders of the Merged Company shall receive directly from Omega Energia the new common shares issued by Omega Energia, proportionally to the interest of each shareholder in the Omega Geração's share capital on the Closing Date, excluding shares held by Omega Energia and treasury shares.

14.5Preemptive Right. Pursuant to paragraph 1 of Article 252 of the Brazilian Corporations Act, Omega Energia's shareholders shall not have preemptive rights to subscribe to the capital increase provided for in Section 14.1 above.

14.6Rights of the New Omega Energia's Shares. Omega Energia's new shares assigned to Omega Geração's shareholders as a result of the Merger of Shares shall have the same rights and benefits granted to the other common shares issued by Omega Energia, and they shall be entitled to any and all profit distribution that may be made after its issue, inclusive.

SECTION 15

EXISTENCE OF THE MERGED COMPANY

15.1 Existence of the Merged Company. The Merger of Shares shall not result in the

extinction of the Merged Company, which shall continue to exist without any break in continuity.

CHAPTER III

GOVERNMENTAL AUTHORIZATIONS

SECTION 16

COMPETITION DEFENSE AND GOVERNMENTAL AUTHORIZATIONS

16.1Antitrust Authorities. The completion of the Transaction is not subject to the appreciation of the Brazilian System of Competition Defense, composed of the Administrative Council for Economic Defense ("CADE") and the Economic Monitoring Department of the Ministry of Economy ("SAE" and, jointly with CADE, "SBDC").

16.2Authorizations from Governmental Authorities. Except regarding Omega Energia's registration as a publicly-held company, the Transaction shall not be subject to the approval of any Governmental Authority.

CHAPTER V

CORPORATE ACTS, AMENDMENT TO THE ARTICLES, AND OPENING OF BRANCHES

SECTION 17

CORPORATE ACTS OF THE PARTIES

17.1Shareholders' Meeting of Omega Geração. The shareholders' meeting of Omega Geração shall be called, installed, and held to resolve the following matters ("Omega Geração's AGE" ):

(i) approval of the Protocol and Justification;

(ii) Merger of Shares, the effectiveness of which shall be subject to the implementation of the Conditions Precedent to the Merger of Shares;

(iii) assumption, by Omega Energia, of the obligations arising from the "Second Program of Granting of Stock Options" ("2nd Program") currently effective, under terms and conditions substantially similar to the current conditions granted to the beneficiaries, with the consequent extinction of the Third Plan within the scope of Omega Geração, the effectiveness of which shall be subject to the implementation of the Conditions Precedent to the Merger of Shares; and

(iv) authorization for the managers, once the implementation of the Conditions Precedent to the Merger of Shares has been met, to perform all necessary acts to carry out the resolutions above, including, without limitation, the subscription of the share capital increase of Omega Energia, to be paid in through the merger of Merged Shares, on behalf of Omega Geração's shareholders.

17.1.1 Deliberative majority. Without prejudice to the deliberative majority provided for by law (Article 252, paragraph 2, of the Brazilian Corporations Act), the matters in items (i) and (ii) of the agenda of Omega Geração's AGE shall only be considered approved with the affirmative vote of attending shareholders holding the majority of outstanding shares, disregarding abstentions. The matters in items (iii) and (iv) of the agenda of Omega Geração's shareholders’ meeting shall be considered approved upon the affirmative vote of the majority of the attending shares, disregarding abstentions.

17.1.2 Controlling shareholders' vote. In compliance with Guidance Opinion 35, FIP Lambda and Tarpon Gestora, as managers of Tarpon Vehicles, shall only exercise their voting rights at Omega Geração's AGE if the matters are approved by the majority of the non-controlling shareholders present, and if necessary to complete the deliberative majority provided for in the law (Article 252, paragraph 2 of the Brazilian Corporations Act), thus, the decision to carry out the merger of shares shall be the exclusive responsibility of the non-controlling shareholders of Omega Geração.

17.2Shareholders' Meeting of Omega Energia. The shareholders' meeting of Omega Energia shall be called, installed, and held to resolve the following matters ("Omega Energia's AGE" ):

(i)approval of the Protocol and Justification;

(ii) amendment of the head provision of Article 5 of Omega Energia's articles to increase the share capital of Omega Energia, in the amount of BRL 2,295,284,794.63, through the issuance of 188,149,544 new common shares, registered, book-entry, and without par value, at the issue price of BRL 12,199257812870 per share, to be subscribed by the Omega Geração's managers on behalf of its shareholders and paid in through the merger of all shares issued by Omega Geração, whose effectiveness shall be subject to the implementation of Conditions Precedent for the Merger of Shares;

(iii) ratification of the appointment of the Appraisal Company to prepare the Appraisal Report;

(iv)approval of the Appraisal Report on the Merged Shares:

(v)merger of all Merged Shares by Omega Energia, whose effectiveness

shall be subject to the implementation of Conditions Precedent for the Merger of Shares, thus, on the Closing Date, Omega Geração shall become a wholly-owned subsidiary of Omega Energia and the shareholders of Omega Geração shall receive, directly from Omega Energia, new common shares, registered, book-entry, and without par value, proportionally to its interest in the Merged Company's share capital;

(vi) assumption, by Omega Energia, of the obligations arising from Omega Geração's Third Plan and 2nd Program currently effective, under terms and conditions substantially similar to the current conditions granted to the beneficiaries, with the consequent extinction of the Third Plan within the scope of Omega Geração, the effectiveness of which shall be subject to the implementation of the Conditions Precedent to the Merger of Shares; and

(vii) authorization for managers to carry out all necessary acts to fulfill resolutions above.

17.3Coordination of shareholders' meetings. Resolutions to be made at the extraordinary general meetings of the Parties shall be interdependent and must take place on the same date.

17.4Omega Energia's Meeting of the Board of Directors - Merger. Omega Energia's Board of Directors shall meet to: (a) confirm the verification of the implementation of all Conditions Precedent of the Merger of Shares or waive the Conditions Precedent of the Merger of Shares that are not verified; and (b) set the Closing Date ("Omega Energia RCA — Merger of Shares").

17.5Notice to shareholders. Once the Conditions Precedent for the Merger of Shares are implemented, Omega Geração shall issue a notice to shareholders communicating the Closing Date set by Omega Energia's Board of Directors and the procedures for implementing the

Merger of Shares and payment of the reimbursement amount to disagreeing shareholders.

17.6Branches. The Transaction shall not affect the existence of the branches of Omega Geração and Omega Energia, which shall continue to operate and carry out their activities normally.

17.7 Opinion of Omega Geração's Audit Committee. Omega Geração's audit committee shall render its favorable opinion on the Merger of Shares, pursuant to Article 163, III, of the Brazilian Corporations Act.

SECTION 18

AMENDMENT TO THE ARTICLES

18.1 Amendment to Omega Energia's Articles. Once the Merger of Shares is approved, Article 5 of Omega Energia's articles shall be in force with the following wording:

"Article 5. The Company's share capital, fully subscribed and paid up, is BRL 3,736,324,729.84, divided into 400,507,285 registered, book-entry common shares with no par value.

18.1.1 Subsequent amendments. Omega Energia's shareholders' meeting may amend the articles to meet the requirements of CVM and B3 within the scope of the process of registration as a publicly-held company and listing on B3, without the need to amend this Protocol and Justification.

18.2 Omega Geração’s Articles. There shall be no amendment to Omega Geração's articles due to the Corporate Restructuring.

CHAPTER VI

CONDITIONS

SECTION 19

CONDITIONS PRECEDENT OF THE MERGER OF SHARES

19.1Conditions Precedent of the Merger of Shares. The effectiveness of the Merger of Shares shall be subject, pursuant to Articles 125 and 126 of the Civil Code, to the implementation, cumulative, or waiver, when applicable, of the following conditions precedent ("Conditions Precedent of the Merger of Shares"):

(i) Omega Energia's registration as a publicly-held company. Obtaining registration as a category "A" publicly-held company of Omega Energia with the CVM;

(ii) Listing and admission of Omega Energia shares on B3. Approval of the request for Omega Energia's listing as an issuer of shares before B3 and the admission of trading of shares issued by Omega Energia on the Novo Mercado;

(iii) Capital Increases. Effectiveness of the Capital Increases, with the effective transfer of all the shares of Omega Desenvolvimento and Omega Geração, held by Lambda Entities, FIP Mako, and Veículos Tarpon to Omega Energia;

(iv) No Restriction. Inexistence of Applicable Law in force prohibiting, suspending, amending, or limiting the completion of the Merger of Shares;

(v) Inexistence of judicial, administrative, or arbitration disputes. No action or proceeding, judicial, administrative, or arbitration that seeks to prohibit, limit, or postpone the Merger of Shares, or challenge its validity or legitimacy, shall be in progress;

(vi) Completion of the SPV Merger. The SPV Merger must have been completed, with the effective increase in the share capital of Omega Geração and the issue of new common shares to SPV's shareholders, under the terms approved by Omega Geração's shareholders' meeting; and

(vii) Completion of SPEs Lot 2 Merger - Chuí. The SPEs Lot 2 Merger - Chuí should have been completed, with the effective increase in the share capital of Omega Geração and the issue of new common shares to merged companies' shareholders, under the terms approved by Omega Geração's shareholders' meeting.

19.2Implementation of the Conditions Precedent to the Merger of Shares. Conditions Precedent for the Merger of Shares shall be considered implemented on the date on which all events provided for in Section 19.1 are fulfilled (and/or, as the case may be, waived) cumulatively ("Date of Implementation of the Conditions Precedent to the Merger of Shares").

19.3Fulfillment and/or waiver of Conditions Precedent to the Merger of Shares. It shall be up to Omega Energia's Board of Directors to confirm the implementation of all Conditions Precedent to the Merger of Shares or waive Conditions Precedent to the Merger of Shares that have not been implemented.

19.3.1 Omega Energia's Board of Directors may waive any of the Conditions Precedent to the Merger of Shares, except for obtaining registration as a publicly-held company of Omega Energia (Section 19.1(i) above) and obtaining the listing of Omega Energia in the Novo Mercado (Section 19.1(ii) above), which may not be waived without the approval of Omega Geração's shareholders' meeting

19.4Mutual Cooperation. The Parties shall endeavor their respective best efforts and

cooperate with each other in order to implement Conditions Precedent for the Merger of Shares as soon as possible, including signing all documents, performing all acts, and taking all necessary or reasonably requested measures by any of the Parties to implement the Conditions Precedent to the Merger of Shares.

19.5Closing Date. The Merger of Shares shall be effective, fully and automatically, without the need for other formalities, on the date set by the Board of Directors in Omega Energia's RCA — Merger of Shares ("Closing Date"). When setting the Closing Date, the Board of Directors must follow a minimum period of four Business Days as of the disclosure of Omega Energia's RCA — Merger of Shares (in other words, the Closing Date must be set at least on the fourth Business Day from the disclosure of the minutes of the meeting of the Board of Directors).

CHAPTER VII

FINAL PROVISIONS

SECTION 20

OTHER APPLICABLE CONDITIONS TO THE TRANSACTION

20.1Documents. This Protocol and Justification, the Appraisal Report, the "pro forma" financial statements of Omega Energia and Omega Geração, with a reasonable assurance report issued by independent auditors, and the proposal by Omega Geração's management with the information required by CVM Instruction No 481, of December 17, 2009, shall be made available at the principal place of business of the Parties and on the websites of CVM, B3, and Omega Geração on the world wide web.

20.2Practice of acts. Managers of Omega Energia and Omega Geração shall perform all acts, registrations, and annotations that are necessary for the perfect regularization,

formalization, and execution of the Transaction and provisions in this Protocol and Justification.

20.3Dependent businesses. Events described in this Protocol and Justification, as well as other related matters submitted to the extraordinary general meetings of the Parties, are mutually dependent legal transactions, and the Parties wish for any business not to be carried out or effective without the others doing so.

20.4Costs and expenses. Each Party shall bear its respective expenses, direct or indirect, arising from the execution of this Protocol and Justification and from the completion of the Transaction, including, without limitation, expenses with disclosures, legal and financial advisors, registrations, and necessary annotations.

20.5Taxation. Each of the Parties shall promptly collect and pay all taxes levied on the Transaction and for which they are defined as a taxpayer or taxable party by the tax legislation.

20.5.1 Withholding taxes. Any income tax levied on the Transaction shall be borne by their respective taxpayers, which are those that possibly have some capital gain as a result of the Transaction.

20.5.2 Non-residing shareholders. In the case of Omega Geração's non-residing shareholders, given the tax liability for the withholding and payment of any income tax attributed to Omega Energia, such shareholders must provide the amount of any income tax due until the date of the Transaction, as well as a document capable and reputable evidencing the cost of acquisition of Omega Geração's shares.

20.6Approvals. This instrument of Protocol and Justification contains the conditions

required by the Brazilian Corporations Act and by the applicable CVM regulations for the proposed Merger of Shares and shall be submitted for consideration and approval at the shareholders' meetings of Omega Energia and Omega Geração.

20.7. Survival of sections. If any section, provision, term, or condition of this instrument of Protocol and Justification is considered invalid or unenforceable, the other sections, provisions, terms, and conditions not affected shall remain valid and in full force.

20.8 Waiver and non-exercise. The non-exercise or delay in the exercise, by any of the Parties, of the rights respectively conferred upon them as set forth in this Protocol and Justification, shall not be construed as a waiver of such right. Any and all waiver of the rights set forth in this Protocol and Justification shall only be valid when made in writing and signed by the waiving Party.

20.9Assignment. It is prohibited to assign any of the rights and obligations set forth in this Protocol and Justification, without the prior express written consent from each of the Parties. If the provisions of this Section take place, the Parties hereby undertake to negotiate, as soon as possible, in replacement of the invalidated section, the amendment, in this Protocol and Justification, of valid terms and conditions that reflect the terms and conditions of the invalidated section, subject to the intention and objective of the Parties when negotiating the invalidated clause and the context in which it is inserted.

20.10Enforceable instrument. This Protocol and Justification, signed before two witnesses, shall serve as an enforceable extrajudicial instrument pursuant to civil procedural law, for all legal purposes, and the Parties hereby recognize that, regardless of any other applicable measures, the obligations undertaken under this instrument are subject to specific performance, pursuant to the civil procedural law.

20.11 Specific Performance. The Parties shall comply, carry out, and perform their obligations always in strict compliance with the terms and conditions of this Protocol and Justification. In this sense, the Parties hereby acknowledge and agree that all obligations undertaken thereby or that may be attributed thereto under the terms of this Protocol and Justification are subject to specific performance pursuant to civil procedural law, without prejudice, cumulatively, to damages as a result of noncompliance with the obligations agreed upon in this Protocol and Justification. The Parties expressly accept and agree with the specific performance of their obligations, and also agree to comply with court orders or any other similar rulings.

20.12 Dispute Resolution by Arbitration. Any and all litigation, dispute, challenge, doubt, or divergence regarding directly or indirectly to this Protocol and Justification ("Conflict"), involving all or a few of the Parties and/or shareholders of Omega Geração or Omega Energia ("Involved Parties") shall be settled through arbitration, to be held before and managed by the Market Arbitration Chamber ("CAM").

20.12.1 The arbitration shall be carried out in accordance with CAM's Arbitration Regulations in force at the time of the arbitration ("Regulation").

20.12.2 The arbitration shall be the responsibility of an arbitral tribunal composed of three arbitrators appointed in accordance with the Regulation ("Arbitration Tribunal").

20.12.3 The arbitration shall be conducted in the City of São Paulo, where the arbitration award shall be rendered.

20.12.4The arbitration shall be held in the Portuguese language.

20.12.5 The arbitration shall be under the law, applying the legislation of the Federative

Republic of Brazil, and arbitrators are prohibited from deciding by equity.

20.12.6 The arbitration shall be concluded in the maximum term of fifteen (15) months, which may be extended, with motive, by the Arbitral Tribunal.

20.12.7The arbitration shall be secret.

20.12.8 Prior to the institution of the Arbitration Tribunal, any one of the Parties Involved may apply to the Judiciary Branch for an injunction, and it is assured that any application for an injunction to the Judiciary Branch shall not affect be existence, validity, and efficacy of the arbitration convention, nor shall represent waiver in relation to the need for submission of the claim to arbitration. After the installation of the Arbitral Tribunal, requests for an injunction must be addressed to the Arbitral Tribunal, and the arbitrators may even review, maintain, or modify the decisions possibly rendered by the Judiciary Branch before the installation of theArbitral Tribunal, which may use the provisions of Article 22, paragraph 4, of Law No 9.307, of September 23, 1996 ("Law 9.307").

20.12.9 The parties hereby elect the jurisdiction of the judicial district of the City of São Paulo, State of São Paulo, expressly waiving any other, however privileged or special it may be, to file: (a) judicial remedies aimed at obtaining urgent relief, pursuant to Article 22. A et seq. of Law 9.307; (b) the action provided for in Article 33 of Law 9.307; (c) the action provided for in Articles 381 to 383 of the Code of Civil Procedure; (d) execution of obligations provided for in this instrument that include the enforcement hereunder; (e) enforcement of decisions rendered by the Arbitral Tribunal; and (f) any disputes that, under Brazilian law, may not be subject to Arbitration.

20.12.10 Each of the Involved Parties shall bear, without the right to reimbursement or refund by the opposing Involved Party, the contractual fees of their respective lawyers.

20.12.11 Subject to the above, the arbitration award shall set the loss of suit fees and determine the liability of the Involved Parties for the payment or reimbursement of the arbitrators' fees and the expenses of the arbitration procedure, subject to the principles of loss of suit (total or partial), proportionality, and reasonableness.

IN WITNESS WHEREOF, the Parties have entered into this Protocol and Justification in six counterparts equal in content and form, before the two witnesses identified below.

(Signatures on the following page)

(Remainder of page intentionally left blank)

 

Intervening Parties:

LAMBDA 3 FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA

Name:	Name:
Position:	Position:

LAMBDA ENERGIA S.A.

Name:	Name:
Position:	Position:

LAMBDA ENERGIA II S.A.

Name:	Name:
Position:	Position:

LAMBDA ENERGIA III S.A.

Name:	Name:
Position:	Position:

(Signatures on the following page)

 

EXHIBIT 7.2

APPRAISAL REPORT OF THE REPLACEMENT RATIO FOR COMPARATIVE PURPOSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 10.2

ANALYSIS OF THE ECONOMIC VALUE OF THE PARTIES

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT 12.6

APPRAISAL REPORT OF SHARES ISSUED BY OMEGA GERAÇÃO S.A. TO BE

MERGED BY OMEGA ENERGIA S.A.