Institutional Presentation - Execution of Investment Agreement and Structuring of Primary Public Equity Offerings

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

• 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

• 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

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  1. 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

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

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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 19th

    Second Offering's

    Price

  • The issue price of the second offering will be the same as the EGEM offering price

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