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Patria Investments : & Solis Transaction Overview (aefa87)

Patria Investments : & Solis Transaction Overview

Patria Investments LimitedDecember 5, 20255
Patria Investments : & Solis Transaction Overview (aefa87)

About this update from Patria Investments Limited

November 2025 Transaction Summary | 1. lnves†men† Thesis PAT7IA Patria to significantly expand its private credit capabilities with the acquisition of a majority stake in Solis, a rapidly growing Asset Back Security-focused manager in Brazil with approximately US$ 3.5 bn 1 of Fee-Earning AUM Brazil's †o†ol credi† morke† reached US S 1.7 T! in 2024 2 Estimated curren† oddressoble morke† oppor†uni†y of US S 800 bn! for osse†-bocked, non-bonk privo†e credi†, of which US3 200 bn! (23%) is currently served through private credit vehicles, mainly CLOs 2 ; Inves†men† Thesis Building scole in o forge oddressoble morket thot is growing ropidly CLOs hove been †he fos†es†-growing osse† monogemen† segmen† in Brozil hoving grown o† o 3O 0 é• CAGR since 2019 2 CLO AUM in Brozil exceeded US S 150 bn! os of Sep-2025 2 and is expected to surpass US S SOO bn! by 2030*. Growth is supported by multiple s†ruc†urol grow†h drivers including but not limited to (i) fovoroble regulo†ion, (ii) bonking disin†ermedio†ion, (iii) †ox incentives, and (iv) brooder finonciol deepening and growing interest in the CLO structure amongst investors; Solis is o leoding CLO osse† monoger in Brozil wi†h s†rong ond scoloble origino†ion copobili†ies Wi†h †he acquisition of a majority s†ake in Solis, Patria significantly enhances its scale in the CLO marketplace as i† expands its credi† capabilities in†o the large and rapidly growing private credit/structured finance markets in Brazil. The †ransac†ion also enhances Patria's distribution reach into the local institutional and wealth management markets. (1) BCB /BRL FX rate of 5.3186 as of Sep 30, 2025; (2) Sources: Central Bank, Anbima, Uqbar, Management Consulting; (3) Valor Economico; Money Times and InfoMoney 4 Transaction Summary | 2. Solis lnves†imen†os PAT7IA Solis Inves†imen†os is o leoding Origino†or ond Iflonoger of bo†h direc† CLOs ond CLO fund of funds in Brozil SOIIS Overview Direc† CLOs (-US S 1.5 bn!): Asset Backed Security closed-end vehicles typically distributed to institutional investors CLO fund of funds (-US S 2.0 bn!): 50% in SMAs with Institutional Investors and 50% in evergreen structures targeting wealth management clients that invest in a portfolio of CLO's thereby providing investors with greater diversification and liquidity options. DiTTerentiated The Solis lnves†imen†os Compe†i†ive Edge: plotform in o ▪ Morke† Leodership: Among the leading managers in Brazil's CLO space with US3 3.5 bn! in AUM, Solis is the lost-growing largest manager of Diversified & Commercial Receivables CLO's; in aggregate, Solis' funds have grown at a "45 0 /i morket thot CAGR since 2021, outpacing the 35 0 /i market average 2 provides o competitive edge Robus† Origino†ion Plotform: Deep, diversified origination network with 40+ active Originators and a dedicated in-house sourcing team; no single Originator >10 % of AUM Access †o copi†ol: Access to deep and diversified sources of capital provide a competitive advantage when originating and structuring new CLOs in Brazil Proven lnves†men† Trock Record: Consistent outperformance - flagship CLO fund of funds has outperformed the local fixed income benchmark (CDI) for 12+ years Experienced Leodership: Solis Founders bring decades of CLO expertise and are recognized leaders in Brazil's structured-credit market; team of 100 professionals across Fortaleza and Sao Paulo managing 100+ funds (1) BCB /BRL FX rate of 5.3186 as of Sep 30, 2025; (2) Sources: Central Bank, Anbima, Uqbar, Management Consulting 5 Transaction Summary | 3. Key Tronsoc†ion Terms PAT7IA lni†iolly, PAX will ocquire o mojori†y 51% s†oke for cosh wi†h closing expected on 1g26 Remaining 49 0 /i expected to be acquired after 3 years through a put/call mechanism Transaction is not subject to PAX shareholder or regulatory approval Tronsoc†ion is expected †o be occre†ive †o Dis†ribu†oble Eornings per shore in †he firs† yeor Key Transaction Terms Total Fee-Earning AUM of US3 3.5 bn!, with over 50 0 /i eligible to semi-annual incentive fees, primarily from fund- of-funds products* 2025 average annualized all-in fee rate of 65 bps of which 81% are management fees. 13% incentive fees and 0 structuring fees FRE margins of -45% EV: 2 0 /i of FEAUM Pro-formo for †he †ronsoc†ion, Po†rio's Credi† FEAUM os of 3g25 would increose †o -US S 11.7 bn from US S 8.2 bn, while †o†ol FEAUM would rise †o -US S 42 bn from US S 39 bn Solis will continue †o be led by i†s exis†ing monogemen††eom Partners and senior leaders are incentivized by †he 3-year pu†/call mechanism, a portion of which can be paid in stock with a subsequen† 5-year lock up (1) BCB FX rate of 5.3186 as of Sep 30, 2025; (2) Sources: Central Bank, Anbima, Uqbar, Management Consulting; (3) Incentive fees of 15%-20% based on exceeding a CDI hurdle rate; 6 2.2. Produc†s PAT7IA investment Thesis | 1.1. The Credi† Morke† in Brozil Todoy PAT2IA Private Credit emerges as a significant, high-growth opportunity underpinned by structural tailwinds across Regulators, Borrowers, Lenders, and Investors Regulatory evolution is standardizing disclosure & lifting transparency, while tighter supervision increases scrutiny of regulated lenders At the same time, stricter bank capital & liquidity rules raise banks' balance-sheet costs, making traditional on-balance lending less attractive and banks more selective, especially for SMEs Funding Supply O Borrowers Brazil's total credit demand reached -US$ 1.7 T 1 in 2024 2 Borrowers are prioritizing access, speed & flexibility - seeking cash-flow-based, tailored structures Demand now extends beyond large issuers to the mid-market/SMEs (including supply-chain) O Lenders Banks (-70 O / of total credit) constrained by regulatory/capital requirements are attracted to CLOs given their capital efficiency Liquid capital markets ( 15 O noof total credit) serve large/seasoned issuers in which disclosure & scale fit Investment funds ( 12 O oof total credit) cover most of the remaining demand - mainly in illiquid assets Brazil's financial assets total -U$ 3.8 T 1 with U$ 1.7 T 1 in Managed Assets 2 3 Broader fixed-income momentum (e.g., rates, financial deepening, tax-exempt products) have fueled strong investor demand for structured credit CLOs specific tailwinds (e.g., attractive spreads, low correlation, retail access) are helping to drive the asset class' robust growth Addressable opportunity of -U$8OO bn' for Private Credit 2 - US$ 200 bn (23%) of which is already served through private credit structures 4 (1) BCB /BRL FX rate of 5.3186 as of Sep 30, 2025; (2) Sources: Central Bank, Anbima, Uqbar, Management Consulting, (3) Includes Managed assets (funds) and Unmanaged assets (non-funds), both from Wealth and Institutional Segments; (4) Considering Commercial Notes, CRI/CRA and FIDCs 8 ▪ ▪ o o o PAT7IA Investmen† Thesis | 1.3. Grow†h Projec†ions ond Drivers of †he CLO Morke† in Brozil CLO market in Brazil is expected to grow at a -26 O é CAGR to 2030, potentially reaching US$ -520 bn 1 in assets 2 CLO Morke† in Brazil - Size and Projections (RR bn) Key Grow†h Drivers Also a global trend Credit risk transfer and bank disintermediation: Asset-backed securities (ABS) enable banks to AUM US$ 520 bn 1 2,800.0 transfer loans and credit risk from their balance sheets to investors, reducing reliance on traditional deposits while optimizing regulatory capital requirements. This improves capital efficiency and expands access to alternative funding through the capital markets, making banks one of the largest suppliers of capital to the CLO market CAGR Proj. / +26% Changing borrower demands: Borrowers are increasingly prioritizing faster and easier access to credit, lower costs, and more flexible terms, driving adoption of alternative funding structures such as CLOs that can offer tailored solutions to diverse needs Favorable capital markets regulation enhancing access and confidence: CVM 175 (Oct/23) expanded access to CLOs for general retail (non-qualified) investors, subject to specific risk-mitigation criteria Beyond retail access, the regulation also strengthened market transparency, standardization, and structural organization by unifying dispersed rules under a single framework and introducing clearer, more robust rules 244.0 331.0 +38% 639.0 447.0 801.0 Growing demand from investors for structured credit products: ABS instruments offer investors access to spread-based opportunities across a wide range of asset types and structures, which can be tailored to different risk and return profiles. Furthermore, CLOs tend to exhibit lower interest rate sensitivity due to the typically shorter duration of their underlying collateral 2021 2022 2023 2024 Aug/25 (1) BCB /BRL FX rate of 5.3186 as of Sep 30, 2025; (2) Valor Economico; Money Times and InfoMoney 2030 Favorable tax treatment compared to other investment products: CLOs benefit from deferred taxation, meaning income is taxed only upon redemption, and are exempt from IOF on secondary trades - both of which enhance compounding and after-tax yields 10 Attention : This is an excerpt of the original content. To continue reading it, access the original document here .

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