Cosan S.A. (BOVESPA : CSAN3) entered into a corporate restructuring proposal to acquire Cosan Limited (NYSE : CZZ) from Rubens Ometto Silveira Mello and other shareholders on July 2, 2020. Cosan intends to issue to the CZZ shareholders, American Depositary Shares (“ADSs”) listed on the New York Stock Exchange. As of October 29, 2020, CZZ shareholders will receive in the Merger Cosan ADS for each Class A Share that they hold and Cosan Shares for each Class B Share that they hold. As of December 4, 2020, the exchange ratio is 0.724072 CZZ share for each Cosan share i.e. 1.38 Cosan ADSs for each one Class A Share that they hold and 1.38 Cosan Shares for each one Class B Share. As of December 21, 2020, CZZ shareholders will receive in the Merger 1.29 Cosan ADSs for each one Class A Share that they hold and 1.294 Cosan Shares for each one Class B Share that they hold. In a related transaction, Cosan S.A. will acquire Cosan Logística S.A. (B3: RLOG3) (Cosan Log). Following completion of the proposed transaction, outstanding shares of Cosan will be directly owned by all shareholders of Cosan, CZZ, and Cosan Log as of immediately prior to the completion of the proposed transaction, and Cosan will continue to be controlled by Aguassanta, which is Rubens Ometto Silveira Mello's investment vehicle. Former holders of CZZ Shares will own approximately 64% of Cosan on a fully diluted basis. The proposal will consolidate Cosan as the group's sole holding company each of CZZ and Cosan Log will both be merged into Cosan and cease to exist. Cosan will consist of the businesses of CZZ, Cosan Log, and Cosan. Such restructuring is intended to simplify Cosan Group's corporate structure, unify, and consolidate the current Companies' free floats, increase stock liquidity, and unlock value within the Cosan Group's portfolio. The Cosan Shares are listed on the B3 and will continue to be so listed after the merger. CZZ shares will be delisted on March 8, 2021.

Cosan's Board of Directors will consist of at least five members and at most twenty members and be composed as follows: Rubens Ometto Silveira Mello, Marcelo Eduardo Martins, Burkhard Otto Cordes, Luís Henrique Cais de Beauclair Guimarães, Dan Ioschpe, José Alexandre Scheinkman, Vasco Augusto Pinto Fonseca Dias Júnior, Pedro Isamu Mizutani and Ana Paula Pessoa, whose term of office shall be carried out until the annual shareholders' meeting of 2021. The executive officers following the Merger will be Marcelo Eduardo Martins, Luis Henrique Cals de Beauclair Guimarães and Maria Rita de Carvalho Drummond.

The transaction is subject to approval of Cosan, and CZZ shareholders; certain required corporate and regulatory approvals, including, without limitation, approvals from the CVM and the U.S. Securities and Exchange Commission, debt holders and suppliers and their affiliates. As of December 9, 2021, approval of the Minister of Finance is required. The CZZ Board and Cosan Board unanimously recommends that the shareholders vote in favour the Merger Proposal. Special Independent committees will negotiate the terms and exchange ratios. The Cosan Special Independent Committee consists of Patricia Regina Verderesi Schindler, Patricia de Moraes, and Arthur Piotto Filho. The CZZ Special Independent Committee will be formed of independent directors of CZZ. As of December 21, 2020, the shareholder meetings will be held on January 22, 2021. The transaction is expected to be completed in up to 250 days. As of January 22, 2021, shareholders' approval was received.

William A. Curran, Manuel Garciadiaz and Daniel Brass of Davis Polk & Wardwell LLP; Guilherme Sampaio Monteiro of Pinheiro Neto Advogados; and ASW Law Limited acted as legal advisors to Cosan. Georgeson LLC acted as information agent to CZZ. J.P. Morgan Chase Bank, N.A., acted as the depositary to Cosan. Computershare Trust Company, N.A acted as transfer agent to CZZ.

Cosan S.A. (BOVESPA : CSAN3) completed the acquisition of Cosan Limited from Rubens Ometto Silveira Mello and other shareholders on March 3, 2021.