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Cosan S A : Comunicado ao Mercado
Cosan S A : Comunicado ao
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ROADSHOW PRESENTATION Roadshow Presentation October 2025 Please read carefully the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary Sheet, and the Reference Form incorporated by reference into the Prospectuses - particularly the "Risk Factors" section of such documents - before making your investment decision Marcelo Martins CEO Rodrigo Araujo CFO and Investor Relations Fernando Tinel IR and ESG Executive Manager Today's Presenters ROADSHOW PRESENTATION C O N F I D E N T I A L Please read carefully the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary Sheet, and the Reference Form incorporated by reference into the Prospectuses - particularly the "Risk Factors" section of such documents - before making your investment decision 2 ROADSHOW PRESENTATION Offering Overview SECTION 1 Please read carefully the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary Sheet, and the Reference Form incorporated by reference into the Prospectuses - particularly the "Risk Factors" section of such documents - before making your investment decision Follow-On #1 Follow-On #2 Issuer Cosan S.A. ("Cosan" or "Company", B3: "CSAN3") Cosan S.A. ("Cosan" or "Company", B3: "CSAN3") Listing B3, Novo Mercado B3, Novo Mercado Offering Type EGEM Follow-on in Brazil, with international sales in US under 4(a) 2 and abroad under Reg S CVM 160 Follow-on in Brazil, with international sales under 4(a) 2 and abroad under Reg S Anchor Investors Anchoring commitment by the Controlling Shareholder + BTG Pactual + Perfin Infra ("Investment Consortium") of R$ 7.25 billion (100% Primary @ R$5.00/share) Not applicable Base Offering Up to (1,450,000,000 shares) R$ 7.25 billion (1) | 100% primary Up to R$ 2.75 billion (100% primary), taking in consideration the total volume in the first offering - to address the R$ 10.0 billion total capitalization considering both offerings Second Offering will be conducted at the same price of the First Offering Hot Issue Up to (362,500,000 shares) R$ 1.81 billion (1) | 100% primary (25% of Base Offering) Total Offering Volume Up to R$ 9.06 billion (1,2) | 100% primary (10% minimum allocation to retail investors) Key Dates EGM: October 23 rd , 2025 Offering Launch: October 23 rd , 2025 Retail Offering: October 31 st , 2025 Offering Pricing: November 3 rd , 2025 Cut-off date: Sep-19 th , 2025 Offering Launch: November 3 rd , 2025 Priority Offering: November 4 th - 10 th , 2025 Offering Pricing: November 11 th , 2025 Lock-up (2) 50% (one for every two) of the shares acquired by investors will be subject to a 2-year lock-up 90 days for insiders and 100 days for the Investment Consortium starting after the follow-on #1 being priced Bookrunners Lead Coordinator Current Offering Note: (1) Based on the Price per Share of R$5.00 (five reais), as set forth in the Investment Commitment. The Price per Share indicated in this presentation is for reference purposes only and may change following the completion of the Bookbuilding Process; (2) 50% of the shares attributed to the Investor Consortium - comprising the Controlling Shareholder, BTG Pactual and Perfin Infra - is subject to a 4-year lock-up in the first offering, while the remaining 50% are subject to a 100-day lock-up period ROADSHOW PRESENTATION Offering Summary ROADSHOW PRESENTATION Up to R$10 bn Capitalization - Public Offerings Layout and Allocation Criteria B3 | Novo Mercado New HoldCo Total ~R$7.25 bn + hot issue (1) Hot issue R$2.0 bn R$4.5 bn R$0.75 bn Holding & AM Market Controlling Shareholder Shareholders Agreement ("SHA") Follow-On Cosan #1: EGEM Follow-On Cosan #2: CVM 160 Shareholders Agreement ("SHA") Controlling Shareholder Holding & AM Market / Free Float up to R$2.75 bn (1) New HoldCo B3 | Novo Mercado Within the Institutional Offering, allocation will consider investors that meet the criteria set forth in the Distribution Plan, including: (i) Anchor Investors, pursuant to the Investment Commitment; and (ii) shareholders and Institutional Investors with a long-term investment track record in the Company Allocation criteria: discretionary allocation after the priority offering to shareholders as of September 19 Note: (1) Based on the Price per Share of R$5.00 (five reais), as set forth in the Investment Commitment. The Price per Share indicated in this presentation is for reference purposes only and may change following the completion of the Bookbuilding Process Aguassanta remains the controlling shareholder of Cosan, with 50.01% of the shares bound to the shareholder's agreement Unbound Total Bound Ownership Breakdown Aguassanta 14.6% 6.7% 21.3% BTG Pactual 8.7% 14.6% 23.3% Perfin Infra 5.9% 4.5% 10.4% Free Float 0.0% 45.0% 45.0% Total 29.2% 70.8% 100.0% 1 ▪ 2 ▪ 3 ▪ 1 3 3 Holding & AM ON: 100% Total: 10.3% ON: 0% Total: 62.1% ON: 0% Total: 27.6% Shareholder's Agreement 2 1 HoldCo Free Float 37.6% 17.4% 45.0% Aguassanta holds directly and indirectly 50.01% of the shares bound by the new SHA A portion of the shares owned by the HoldCo are bound by the SHA An indirect portion of BTG Pactual's and Perfin Infra's shares is not bound by the SHA Note: (1) Considering the full allocation of Anchor Investors ROADSHOW PRESENTATION Final Shareholder Structure (1) ROADSHOW PRESENTATION Transaction Considerations SECTION 2 Please read carefully the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary Sheet, and the Reference Form incorporated by reference into the Prospectuses - particularly the "Risk Factors" section of such documents - before making your investment decision R$10.0 bn total public capital increase in Cosan S.A. (B3: CSAN3 / NYSE: CSAN), anchored by an investment consortium composed by Aguassanta, BTG Pactual and Perfin Infra with R$7.25 bn Transaction Merits Strategic Plans Transaction resources fully allocated to enhance Cosan's capital structure by amortizing the holding's debt The proceeds will not be used to capitalize Raízen Capital Structure Consolidated governance through new shareholders' agreement, creating alignment between Aguassanta, BTG Pactual and Perfin Infra Initiation of the process to perpetuate the Company's long-term governance Strategic alignment with two distinguished Brazilian financial players, with long-lasting expertise in investments in the Brazilian economy, long-term investment capacity, and commitment to Cosan and its shareholders Governance Holding & Asset Management Holding Structure Support from the new relevant shareholder group for the continuation of the strategic focus on organic growth within current subsidiaries and the optimization of the existing portfolio Support from the new relevant shareholder group on the continuation of the holding's structure simplification plan Investment Portfolio Please read carefully the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary Sheet, and the Reference Form incorporated by reference 8 into the Prospectuses - particularly the "Risk Factors" section of such documents - before making your investment decision ROADSHOW PRESENTATION Transaction Merits and Strategic Plans Cosan Corporate's Pro-Forma Net Debt After the Transaction (in R$ bn, as of 2Q25) There are also preferred shares, which are remunerated through dividends +R$ 6.2bn (Outstanding PNs) +R$ 3.9bn (Cosan Dez - Compass) +R$ 2.3bn (Cosan Nove - Raízen S.A.) 8.0 (10.0) (3.4) Proceeds will be deployed to deleverage the holding (1) 21.4 Loans, financing and debentures (2) (-) Cash, cash equivalents and securities (2) (-) Capital injection (=) Net Loans, financing and debentures The post-transaction capital structure will enable the company to regain its growth path through its portfolio companies Note: (1) Considers both follow-on offerings; (2) Considers parent company figures A ROADSHOW PRESENTATION Capital Structure B Governance ROADSHOW PRESENTATION Contract Term Board Composition / Control Four-year lock-up period applicable to the shares subject to this agreement Holding ✓ ▪ BTG Pactual Holding: controlling shareholder of Latin America's largest investment bank, with +40 years of history and track record BTG Pactual's Real Economy Asset Management Key Figures (3) R$ 42 bn 10 60 22 AuM Funds Invested Companies Countries After six years, members of the Investment Consortium can increase the number of bounded shares to the SHA Total agreement tenor: 20 years Mr. Rubens Ometto (1) will remain as Chairman for three terms (six years) Aguassanta appoints five board members, including one independent BTG Pactual and Perfin Infra appoint four board members, including one independent (2) After the 6-year period, the number of board representatives appointed by each shareholder will be proportional to their stake. While Aguassanta holds 17%, it shall appoint 4 representatives (including 2 independents); at 7%, it shall appoint 2 representatives (including 1 independent) ▪ ✓ Leading investment firm in Brazil , with strong track record in infrastructure investments, with +15 years of history Perfin Asset Management's Key Figures (4) BTG Pactual and Perfin Infra exerts strong influence, with approval rights over key matters such as budget, CapEx and OpEx approvals at the board The Investment Consortium shall also be entitled to nominate members to the boards of Cosan's subsidiaries, except for Raizen and Edge Other Committees / Meetings Implementation of other committees R$ 19 bn AuM Wealth Management R$ 1 bn AuM Equities Funds R$ 33 bn R$ 13 bn Consolidated AuM AuM Infrastructure Funds The new SHA provides a prior meeting to coordinate block voting at the board Notes: (1) Can be Rubens Ometto himself or another person appointed by him; (2) BTG Pactual and Perfin Infra appoint the independent member on an alternating basis; (3) As of June 2025; (4) As of March 2024 Holding as an Investment Vehicle for Growth (Before) Simplification of Holding Structure (Today) Acquisition of ExxonMobil Brasil and entry in fuels and lubricants distribution 2008 EBITDA under Management: Holding SG&A: Creation of Raízen (JV with Shell) 2011 Acquisition of Comgás 2012 Merger between Rumo and ALL 2015 R$371mm 2024 R$7.6bn + Creation of Compass 2020 Raízen's IPO and Acquisition of Radar 2021 + Acquisition of a Stake in Vale S.A. 2022 Sizeable reduction in holding's headcount, including leadership positions to be discussed ahead Further streamlining of activities from the holding to operational entities (as already done for internal audit and cybersecurity) No expected investments in new ventures at holding level Cosan initially operated as an investment vehicle for its business verticals and gradually evolved into a more robust structure. From now on, the journey of simplification has started C ROADSHOW PRESENTATION Holding Structure Focus on organic growth and value creation in the current investment portfolio, including potential divestments Label: Energy Infrastructure Agriculture Railway logistics operator in Brazil Brazilian natural gas platform Lubricant producer and distributor Portfolio and management of agricultural land assets Fuel distribution, ethanol, sugar, and bioenergy production Sectors Exposure to Brazilian demand Exposure to global demand Hard currency Value drivers o Mato Grosso expansion Malha Paulista o FIPS Santos Port terminal Comgás regulatory cycle Commit LDC playbook Edge LNG infrastructure and biomethane International M&A strategy Implementation of Moove Performance System (MPS) o Monetization of farmland o Increase in assets under management o Simplification and focus on core businesses o Deleverage and improvement of operational performance D ROADSHOW PRESENTATION Investment Portfolio ROADSHOW PRESENTATION Disclaimer This presentation has been prepared exclusively for use in roadshow meetings with potential investors in connection with a primary offering of registered, book-entry, common shares with no par value, free and clear of any liens or encumbrances, issued by Cosan S.A. (the "Company" and the "Shares," respectively), to be carried out in Brazil pursuant to Resolution No. 160 of the Brazilian Securities and Exchange Commission ("CVM"), dated July 13, 2022, as amended ("CVM Resolution 160"), as well as other applicable legal and regulatory provisions (the "Offering"), to be conducted by the Company (this "Presentation"). Simultaneously, placement efforts of the Shares may be carried out abroad, in accordance with applicable laws and regulations, without the need to file or obtain registration for the distribution or placement of the Shares with any capital markets agency or regulatory authority of another country, including the U.S. Securities and Exchange Commission. Pursuant to CVM Resolution 160, this Presentation will be made available on the websites of the Company and the institutions participating in the Offering. This Presentation may not be reproduced, distributed, or transmitted, directly or indirectly, to any other person or published, in whole or in part, by any means or for any purpose, without the prior consent of the Company or the Lead Coordinator. Failure to comply with this restriction may constitute a violation of applicable laws and regulations. The term "Presentation" refers to this document, any oral presentation, and any written or oral materials discussed or distributed. The information contained in this Presentation has been prepared by the Company based on publicly available information as of the date this Presentation was made available and is presented in summary form, not intended to be complete. This Presentation has not been approved by any regulatory authority and does not constitute an offering prospectus or form part of, and should not be interpreted as, any offer or invitation to sell or issue, or any solicitation to purchase or subscribe for, any Shares of the Company or any other securities issued by the Company. Neither this Presentation nor any part of it, nor the fact of its distribution or communication, shall form the basis of, or be relied upon in connection with, any contract, commitment, or investment decision related thereto, nor shall it constitute a recommendation regarding the securities issued by the Company. This Presentation has been prepared exclusively for informational purposes. You should consult your own legal, financial, and accounting advisors to the extent you deem necessary and make your own investment decision based on your independent judgment and the advice of such advisors, as you deem appropriate, and not based on any statements contained herein. Investment in the Shares offered involves risk. Carefully read the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary, and the Reference Form incorporated by reference into the Prospectuses-especially the "Risk Factors" section of such documents-before making your investment decision. The Prospectuses and the Reference Form will be made available on the websites of the Company, the institutions participating in the Offering, the CVM, and B3, as applicable. 13 Please read carefully the Preliminary Prospectus and the Final Prospectus (together, the "Offering Prospectuses"), the Offering Summary Sheet, and the Reference Form incorporated by reference into the Prospectuses - particularly the "Risk Factors" section of such documents - before making your investment decision