COMPENSATION POLICY

OF

COSAN S.A.

Approved at the Company's Board of Directors' Meeting held on April 20, 2022.

TABLE OF CONTENTS

1. INTRODUCTION........................................................................................................................................ 3

1.1. PURPOSE................................................................................................................................................ 3

2. COMPENSATION APPLICABLE TO THE MANAGEMENT BODIES.............................................................. 3

2.1. BOARD OF DIRECTORS.......................................................................................................................... 3

2.2. STATUTORY BOARD OF EXECUTIVE OFFICERS...................................................................................... 3

2.2.1. FIXED COMPENSATION...................................................................................................................... 3

2.2.2. VARIABLE COMPENSATION............................................................................................................... 4

(A) SHORT-TERM VARIABLE COMPENSATION............................................................................................. 4

(B) LONG-TERM VARIABLE COMPENSATION............................................................................................... 5

(B.1) STOCK OPTION PLAN........................................................................................................................... 5

(B.2) SHARE-BASED COMPENSATION PLAN................................................................................................ 5

2.2.3. BENEFITS ............................................................................................................................................. 6

2.3. FISCAL COUNCIL ..................................................................................................................................... 7

2.4. STATUTORY COMMITTEES .................................................................................................................... 7

3. REVIEW OF COMPENSATION ELEMENTS ................................................................................................. 7

4. KEY PERFORMANCE INDICATORS TOOK INTO CONSIDERATION WHEN DETERMINING EACH

COMPENSATION ELEMENT .......................................................................................................................... 7

5. GENERAL PROVISIONS .............................................................................................................................. 8

5.1. AMENDMENTS ...................................................................................................................................... 8

5.2. CASES NOT COVERED ............................................................................................................................ 8

1. INTRODUCTION

1.1. Purpose

This Compensation Policy ("Policy") aims at setting out the guidelines to be observed and, accordingly, applied in Cosan S.A.'s Management compensation ("Cosan" or "Company").

For the purposes of this Policy, the Company's Management means all statutory members elected by the Board of Directors, Statutory Board of Executive Officers, Fiscal Council, and Statutory Committees.

Management's overall compensation shall be duly analyzed and defined by the Company's shareholders in a general meeting, and the People and Nominating Committee ("People Committee")

shall recommend the individual compensation of each management body and the Board of Directors shall approve it.

The compensation of the Fiscal Council members shall be defined at the general meeting to elect them, observing the limitations provided for by applicable laws.

2. COMPENSATION APPLICABLE TO THE MANAGEMENT BODIES

2.1. Board of Directors

All members of the Board of Directors shall be eligible to a fixed compensation composed of twelve (12) monthly installments, whose amount is defined considering, amongst other factors, the responsibilities, the time devoted to the duties performed, their competence, professional reputation and services in the market.

Each board member's compensation may differ, due to additional responsibilities, such as participation in the Company's Committees to support the Board of Directors.

The Board of Directors' compensation reflects the market practices, verified by means of periodic compensation surveys conducted by specialized advisory firms, focusing on comparing entities with the same size of the Company.

2.2. Statutory Board of Executive Officers

The compensation of the Statutory Board of Executive Officers is composed of fixed and variable elements.

2.2.1. FIXED COMPENSATION

All members of the Statutory Board of Executive Officers shall be eligible to a compensation composed of twelve (12) monthly fixed installments, observing eventual legal charges, whose amount is determined considering, amongst other factors, the level of complexity and the responsibilities inherentto the duty performed in comparison with the market practices of entities with the same size of the Company.

2.2.2. Variable Compensation

The Statutory Board of Executive Officers shall also be eligible to receive short and long-term variable compensation. The variable compensation is calculated having as parameter the expected results in the

Company's strategic and business plans, as approved by the Board of Directors.

(A) Short-Term Variable Compensation

In the short term, the Company's variable compensation is calculated by salary multiples that can be stepped up by individual performance, the performance of the Company and/or its subsidiaries.

The Company's key performance evaluation elements are described below. It is worth noting that the weight of each element is influenced by the Company's area of activity, always ensuring that the targets relating to health, safety, and environment have a relevant weight.

  • Business sustainable growth - metrics should be a combination between market volume/penetration growth, analyzing the competitive environment, as well as operational margins, so that growth reported is in line with minimum returns established, measured according to the parameters listed below:

    • o EBITDA;

    • o Cash generation; and

    • o Return on invested capital.

  • Operational excellence- metrics shall be established by comparing local and international benchmarks, always seeking to measure the efficacy of processes, which may be adjusted depending on the business' particularities:

    • o Continued improvement of processes; and

    • o Control of administrative expenses.

The individual performance evaluation is composed of financial and sustainability targets (health, the safety of people, operations and environment), projects, behavioral elements, as well as the commitment to people succession and development, in line with guidelines defined by the People Committee, and the adhesion to commitments to sustainable development approved by the Company's Board of Directors and in conformity with the market best practices and its area of activity.

Eventually, the Statutory Officers may be eligible to a bonus for successful participation in specific relevant projects of the Company, which shall be approved by the People Committee.

The executive only shall be eligible to receive this bonus, if performed his duty throughout the year and other requirements have been achieved (items of the Profit Sharing Plan - PPR).

(B) LONG-TERM VARIABLE COMPENSATION

Concerning the long-term variable compensation, the Company has two share-based compensation plans in effect: the stock option plan ("Stock Option Plan") and the share-based compensation plan ("Share-Based Compensation Plan"), as amended from time to time. In both cases, the effective enjoyment of the right to call option or shares receipt occurs after complying with a previously determined grace period.

The payment of share-based compensation to Statutory Officers seeks to ensure the permanence of key executives at the Company by stipulating grace periods for the effective right to exercise the stock options or receive shares, where applicable. As this is directly linked to the Company's share value, the long-term variable compensation also ensures the alignment between the interests of executives and shareholders.

(B.1) Stock Option Plan

The Stock Option Plan provides for the distribution of stock options to the officers of the Company and its subsidiaries.

The Stock Option Plan is administered by the Board of Directors or if it prefers, by People Committee composed according to the Board of Directors' decision.

The Board of Directors shall periodically create stock option programs and, under the terms of the

Stock Option Plan, shall resolve on the program's beneficiaries, the number of options distributions,

the split of grant in lots, eventual restrictions due to the exercise of options and penalties provisions.

It is neither mandatory that all officers of the Company participate in the program nor the distribution of the same number of options to the beneficiaries of the same level.

Different aspects are considered to define beneficiaries and individual amounts granted, such as the complexity and essentiality of the officer's role, potential, and participation in strategic projects, among other aspects.

Once launched each program, the Board of Directors shall set out the terms and conditions of each option in stock option granting agreement, individually signed between the Company and each officer.

(B.2) SHARE-BASED COMPENSATION PLAN

The Share-Based Compensation Plan provides for the Company's officers and its subsidiaries receiving shares issued by the Company.

The Board of Directors, liable for administering the Share-Based Compensation Plan, may do it directly or it can be assisted by the People Committee.

From time to time, the Board of Directors will create stock grant programs, in which shall resolve, observing the terms of the Share-Based Compensation Plan, on the program's participants, the

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Cosan SA published this content on 20 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 April 2022 22:14:04 UTC.