Market Presentation
Private Capital Increase
March 5, 2026
Transaction
Private Capital Increase in SIMPAR S.A., MOVIDA PARTICIPAÇÕES S.A. and VAMOS LOCAÇÃO DE CAMINHÕES, MÁQUINAS E EQUIPAMENTOS S.A., within the
authorized capital limit of each company, with a combined total amount of R$2.2 to R$3.1 bn¹::
SIMPAR: Private Capital Increase of R$1.4 a R$2.0 bn, at a price of R$11.24 per share, anchored by JSP Holding S.A., BNDES Participações S.A. ("BNDESPAR") and institutional investors;
MOVIDA: Private Capital Increase of R$500 a R$750 mn, at a price of R$11.72 per share, anchored by SIMPAR and BNDESPAR; and
VAMOS: Private Capital Increase of R$400 a R$600 mn, at a price of R$3.85 per share, anchored by SIMPAR and BNDESPAR.
JSL S.A. Call Option: SIMPAR garanted BNDESPAR a call option to acquire up to 14,222,248 common shares issued by JSL S.A., upon payment of the lower of: (i) R$7.89; or (ii) 95% of JSLG3's closing price on the trading session immediately prior to the option exercise date. The exercise period is up to 30 days after the ratification of SIMPAR's Capital Increase.
Objective
The operation is aligned with the strategic planning of the Companies and the execution of long-term initiatives, with a focus on efficiency, sustainable development, and the enhancement of logistics, mobility, and infrastructure chains, driving innovation in these sectors and contributing to the country's competitiveness. Additionally, it supports value creation, optimization of the capital structure, and greater efficiency in the pricing of SIMPAR, MOVIDA, and VAMOS shares.
Preemptive Right
All shareholders of SIMPAR, MOVIDA and VAMOS will have preemptive rights to participate in the Private Capital Increase under the same terms and conditions, ensuring minority shareholders the possibility of maintaining their ownership stake in the respective companies.
Shareholders registered in the ownership base as of March 10, 2026, will be entitled to preemptive rights.
Note: (1) The combined total amount of the Transaction excludes SIMPAR's capital contribution in MOVIDA and VAMOS.
2
Breakdown of capital increase by company
Values of Capital Increases and Number of new shares issued
Price/share SIMPAR - R$ 11.24
Mi | nimum | M | aximum | ||
R$ mn | # New Shares | R$ mn | # New Shares | ||
JSP | 300 | 26,690,392 | 300 | 26,690,392 | |
BNDESPAR | 600 | 53,380,783 | 680 | 60,473,370 | |
Institutional investors | 500 | 44,483,986 | 500 | 44,483,986 | |
Minority Shareholders | 0 | 0 | 520 | 46,288,196 | |
Total | 1,400 | 124,555,161 | 2,000 | 177,935,944 |
Price/share MOVIDA - R$ 11.72
Mi | nimum | M | aximum | ||
R$ mn | # New Shares | R$ mn | # New Shares | ||
SIMPAR | 75 | 6,399,317 | 112 | 9,598,976 | |
BNDESPAR | 250 | 21,331,058 | 375 | 31,996,587 | |
Minoritários | 175 | 14,931,742 | 263 | 22,397,612 | |
Total | 500 | 42,662,117 | 750 | 63,993,175 |
Price/share VAMOS - R$ 3.85
Mi | nimum | M | aximum | ||
R$ mn | # New Shares | R$ mn | # New Shares | ||
SIMPAR | 60 | 15,584,415 | 90 | 23,376,623 | |
BNDESPAR | 200 | 51,948,051 | 300 | 77,922,078 | |
Minoritários | 140 | 36,363,638 | 210 | 54,545,455 | |
Total | 400 | 103,896,104 | 600 | 155,844,156 |
Note: (1) The combined total amount of the Transaction excludes SIMPAR's capital contribution in MOVIDA and VAMOS.
The combined private capital increase operations result in an enhancement of the capital structure of R$2.2 to R$3.1 billion¹3
JSP Holding +
Controlling shareholder
66.6%
Others
shareholders
33.4%
JSP Holding +
Controlling shareholder
Outros
Acioistas
BNDESPAR
Instituitional
investors²
7.4%
8.1%
Caption:
Maximum capital increase Minimum capital increase
Corporate structure after Capital Increases
Before Capital Increase¹
After Capital Increase1;5
51.4% 56.4% | 31.2% 25.8% | 10.0% 9.7% |
SIMPAR4
Free Float
SIMPAR4
Free Float
BNDESPAR
69.7%
30.3%
60.9%
63.5%
31.1%
30.9%
8.0%
5.6%
Caption:
Maximum capital increase Minimum capital increase
SIMPAR4
Free Float
Others³
SIMPAR4
Free Float
Others³ BNDESPAR
62.2% 36.7% 1.1%
Caption:
Maximum capital increase
Minimum capital increase
6.4%
56.2% 58.0% | 36.5% 36.5% | 1.0% 1.0% |
4.5%
Nota: (1) Treasury shares are not considered; (2) "None of the investors will individually hold more than 5% of the total share capital; (3) Direct participation of JSP Holding and company officers are considered; (4) Considers TRS Shares;
(5) The simulations are based on the scenarios from the previous slide and may vary according to market adherence to preemptive rights.
4
Main highlights of the Transaction
1
TRANSACTION THAT STRENGTHENS LONG-TERM VALUE CREATION, ALIGNED WITH THE STRATEGIC PLANNING OF THE COMPANIES
Focus on efficiency, sustainable development, and fostering innovation and competitiveness in the logistics, mobility, and infrastructure sectors
2
INVESTORS' CONFIDENCE IN SIMPAR'S MANAGEMENT MODEL AND VALUE CREATION CAPACITY
Value creation through efficient capital allocation over 70 years
3
ENHANCEMENT OF CAPITAL STRUCTURE AND GREATER EFFICIENCY IN SHARE PRICING
Reduction in cost of capital and increase in share liquidity
5
The transaction demonstrates investors' confidence in the management model and in the potential to unlock value from the business ecosystem already established
Monetization
completion in dec/25
From nov/21 to dec/25 - 4 years
1,085
2x
Multiplication of capital
541
IRR¹
+27%
SIMPAR investment
Equity Value
From feb/27 to feb/26 - 14 years
~5x
Multiplication of capital
3,342
733
3,794
713
IRR¹
+24%
SIMPAR investment
Mkt Cap stake
SIMPAR
Dividends
Total SIMPAR
participation
From jan/21 to feb/26 - 5 years
7x
Multiplication of capital
From sep/20 to feb/26 - 5 years
~6x
Multiplication
of capital
587
2,977 1,244 4,038
IRR¹
+66%
395
1,665
IRR¹
+44%
659 2,251
SIMPAR
investment
Mkt Cap stake SIMPAR
Dividends and secondary offering
Total SIMPAR participation
SIMPAR investment Mkt Cap stake
SIMPAR
Dividends Total SIMPAR
participation
Notes: (1) Considers SIMPAR's direct participation in the listed companies as of 03/05/26
Shareholders agreements
1
Political Rights of BNDESPAR:
Right to nominate 1 member, subject to minimum qualification criteria:
Board of Directors¹
Statutory Audit Committee¹
Financial Committee
2
Lock-Up: 6 months for all shares held by BNDESPAR, JSP, and directly by its controlling shareholder
BNDESPAR is aligned with a long-term vision and will contribute to the sustainable development plan of the SIMPAR Group
Shareholders' Agreements² of SIMPAR, MOVIDA, and VAMOS were executed between BNDESPAR and the respective controlling shareholders
The Shareholders Agreements regulate the rights and prerogatives of BNDESPAR as a minority shareholder of these companies, highlighting:
Notes: (1) Minimum qualification of BNDESPAR nominees: (i) Statutory directors of one of the companies within the BNDES System; (ii) Employees with more than 10 years of career experience in one of the companies within the BNDES System; or (iii) Professionals with at least 10 years of experience in executive or board positions at private companies with annual revenues above R$5,000,000,000.00. (2) The full versions of the Shareholders' Agreements are available on the IR websites of each Company and on the CVM website.
7
Shareholders' agreement¹
3
Veto rights:
Only in SIMPAR will BNDESPAR have veto rights over the approval of specific matters related to the protection of its investment in SIMPAR:
Aprovação Approval of any capital increase at SIMPAR not paid in cash, except:
Capitalization of company earnings (dividends);
Capital increases resulting from corporate reorganizations;
Exercise of stock options by employees;
Conversion of convertible securities issued with preemptive rights granted to SIMPAR shareholders (e.g., subscription warrants, convertible debentures, or any other
convertible or exchangeable instruments granting rights to subscribe for shares to be issued via capital increases)
BNDESPAR's approval is required for the following actions if they trigger early maturity (even with waiver) of SIMPAR's debt contracts due to breach of financial covenants:
Acquisition of equity interests
Acquisition of fixed assets
Approval of capital investments
Distribution of dividends or interest on equity above the mandatory minimum
Exit from the 'Novo Mercado' or cancellation of registration as a publicly held company with the CVM
Listing of SIMPAR on a stock exchange outside Brazil (except through ADRs, provided the primary listing remains in Brazil)
MOVIDA and VAMOS Shareholders Agreements: BNDESPAR does not hold any veto or formal right to block approvals or day-to-day operations of
the companies
Note: (1) For further details, the full Shareholders' Agreements are available on the Investor Relations websites of each Company and on the CVM website
8
Illustrative timeline of the Transaction
Approval of the Transaction by the Board of Directors of each company
(SIMPAR, MOVIDA, VAMOS, and JSL)
Start of the period for exercising preemptive rights
Results of the exercise of preemptive rights
End of the period for exercising unsubscribed shares
Approvals of Private Capital Increases
(SIMPAR, MOVIDA and
VAMOS)
Mar 5
Mar 10 Mar 11 Apr 9 Apr 14 Apr 15 Apr 22
Apr 27
Apr 28
Record date (inclusive) for shareholders entitled to preemptive rights in the Private Capital Increases
End of the period for exercising preemptive rights¹
Start of the period for exercising unsubscribed shares
Results of subscriptions in
the unsubscribed period
Indicative timeline estimated at less than 2 months for ratification of the capital increase
Note: (1) The end of the period for exercising preemptive rights is subject to verification (or waiver) of customary precedent conditions for this type of transaction.
9
Reduction of SIMPAR Holding's Indebtedness | 12 | ||
Analysis of SIMPAR Holding's Net Debt - R$ mn | Minimum | Maximum | |
A Net Debt 3Q25 | 3,194 | 3,194 | |
B Disclosed Movements: | -1,180 | -1,180 | |
Monetization of Ciclus Rio (Closing Installment)¹ | -616 | -616 | |
Dividends already declared to be received² | -564 | -564 | |
C Capital Increase Movements: | -1,377 | -1,910 | |
SIMPAR Capital Increase | -1,400 | -2,000 | |
SIMPAR Capital Contribution in MOVIDA | 75 | 112 | |
SIMPAR Capital Contribution in VAMOS | 60 | 90 | |
Sale of 5% of JSL³ | -112 | -112 |
Proforma Net Debt 637 104 (A - B - C) Net Debt Reduction -80% -97%
Does not include interest to be incurred from the base date of September 30, 2025
Notes: (1) Refers to 80% of the upfront installment received; the remaining 20% was received via CS Brasil Holding (a company 100% controlled by SIMPAR Holding); (2) Considers dividends declared by JSL, MOVIDA, and VAMOS, based on SIMPAR's direct
participation; (3) JSL Call Option, considering exercise with 14,222,248 shares at R$7.89
This presentation has been prepared by SIMPAR S.A. ("SIMPAR") for informational purposes only and for the exclusive internal use of the recipient ("Recipient")
The information contained in this presentation has been provided by SIMPAR and obtained from other public sources. SIMPAR has not conducted any independent verification of such information. Any projections or forecasts contained in this presentation are based on subjective assumptions and estimates about events and circumstances that have not yet occurred and are subject to significant variation. As a result, there can be no assurance that any results derived from the projections or forecasts contained in this document will actually materialize.
SIMPAR, its directors, employees and representatives do not express any opinion or assume any responsibility as to the adequacy, consistency or completeness of the information presented herein or for any omissions in this presentation. None of the persons mentioned in this paragraph shall be liable for any loss or damage of any kind arising from the use of the information contained in this document, or which may be obtained by third parties by any other means.
This presentation speaks only as of this date and future events may affect its conclusions.
Any information contained in this presentation must be held in strict confidence by the recipient and may only be disclosed to its agents, representatives, employees or consultants who have agreed to treat such information as confidential.
