Business
Cosan S A : Execution of investment agreement and structuring of primary public equity offerings presentation
Cosan S A : Execution of investment agreement and structuring of primary public equity offerings
About this update from Cosan S.a.
Cosan Strategic Partnership and Capitalization September 2025 Transaction Merits R$10.0 bn total public capital increase (1) 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 Capital Structure Transaction resources fully allocated to enhance Cosan's capital structure The proceeds will not be used to capitalize Raízen Strategic Fit 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 Holding & Asset Management Governance Consolidated governance through new shareholders' agreement, creating alignment between Aguassanta, BTG Pactual and Perfin Infra Aguassanta vehicles hold 50.01% of the shares bound to the agreement This strategic step ensures that Cosan will be prepared to continue exploring opportunities in the Brazilian economy, optimizing capital allocation and focusing on shareholders' value creation in the long-term 3 Two follow-on transactions, being the 1st as EGEM CVM and the 2nd an ICVM 160 Follow-on Up to R$10 bn Capitalization - Public Offerings Layout Addressing Capital Structure Optimization and Corporate Governance Strengthening Follow-On Cosan #1: EGEM Base offering: R$7.25 bn, fully subscribed by the Investment Consortium Hot issue: R$1.81 bn (25% of the base offering), that will be only allocated to the current shareholder base Shareholders Agreement ("SHA") Controlling Shareholder Market Holding & AM Lock-up: every investor that participates in the transaction will receive 50% of the shares subscribed with a 2-year lock-up R$0.75 bn R$4.5 bn R$2.0 bn Total ~R$7.25 bn + hot issue B3 | Novo Mercado Follow-On Cosan #2: CVM 160 Hot issue The Investment Consortium agreed to add 2 additional years to the portion of its shares locked-up (totaling a 4-year lock-up) Price: firm underwriting of the Investment Consortium at R$5.0 / share Allocation criteria : investors that are shareholders for the last 12 months before announcement (Follow-on without priority offering) Retail: minimum of 10% of the total offering Base offering + Hot Issue: up to R$2.75 bn, taking in consideration the total Shareholders Agreement ("SHA") Controlling Shareholder Holding & AM B3 | Novo Mercado Market / Free Float up to R$2.75 bn volume raised in the first offering Structure guarantees total capitalization of up to R$10.0 bn Price: same price of the first offering Lock-up: 90-day lock-up for insiders Allocation criteria: discretionary allocation after the priority offering to current shareholders Investment Consortium: will not participate in the second offering 4 Up to R$10 bn Capitalization - Public Offerings Layout (Cont'd) Addressing Capital Structure Optimization and Corporate Governance Strengthening First Offering (EGEM) Second Offering Preemptive Rights (EGEM) EGEM offering without preemptive rights in order to allow the full allocation to the Investor Consortium Hot Issue (EGEM) Use of the discretionary allocation process of the EGEM hot issue , considering the historic shareholder base Hot Issue's Lock-up (EGEM) Every investor participating in the EGEM offering will receive 50% of the subscribed shares with a 2-year lock-up, a shorter period compared to the 4-year lock-up of the Investor Consortium Second Offering's Volume The total volume available for the second offering will depend on the amount subscribed by the Consortium and other investors in the first offering, it being certain that the maximum total volume of the second will be the one that brings the Company's total proceeds to R$10bn Second Offering's Lock-up There is no lock-up for any shareholder wishing to participate in the second offering, and the Investor Consortium will not exercise its respective preemptive rights, allowing the entirety of the second offering to be acquired by minority shareholders, with a record date of Sep 19 th Second Offering's Price The issue price of the second offering will be the same as the EGEM offering price 5 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .