Simpar SaBMFBOVESPA: SIMH3

Presentation - Private Capital Increase SIMPAR, Movida e Vamos

· MarketScreener








‌Market Presentation

Private Capital Increase

March 5, 2026

‌Transaction Summary

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 billion¹

3



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:

    1. Aprovação Approval of any capital increase at SIMPAR not paid in cash, except:

      1. Capitalization of company earnings (dividends);

      2. Capital increases resulting from corporate reorganizations;

      3. Exercise of stock options by employees;

      4. 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)

    2. 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:

      1. Acquisition of equity interests

      2. Acquisition of fixed assets

      3. Approval of capital investments

      4. Distribution of dividends or interest on equity above the mandatory minimum

    3. Exit from the 'Novo Mercado' or cancellation of registration as a publicly held company with the CVM

    4. 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.