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 bn1 of Fee-Earning AUM
Brazil's †o†ol credi† morke† reached USS 1.7 T! in 20242
Estimated curren† oddressoble morke† oppor†uni†y of USS 800 bn! for osse†-bocked, non-bonk privo†e credi†, of which US3 200 bn! (23%) is currently served through private credit vehicles, mainly CLOs2;
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 3O0é• CAGR since 20192
CLO AUM in Brozil exceeded USS 150 bn! os of Sep-20252 and is expected to surpass USS 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 (-USS 1.5 bn!): Asset Backed Security closed-end vehicles typically distributed to institutional investors
CLO fund of funds (-USS 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 "450/i
morket thot CAGR since 2021, outpacing the 35 0/i market average2
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 490/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 500/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: 20/i of FEAUM
Pro-formo for †he †ronsoc†ion, Po†rio's Credi† FEAUM os of 3g25 would increose †o -USS 11.7 bn from USS 8.2 bn, while †o†ol FEAUM would rise †o -USS 42 bn from USS 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
|
Funding Supply
O Borrowers |
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O Lenders |
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Addressable opportunity of -U$8OO bn' for Private Credit2 - US$ 200 bn (23%) of which is already served through private credit structures4
(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
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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 -26Oé CAGR to 2030, potentially reaching US$ -520 bn1 in assets2
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 bn1
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
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