Acquisition of a minority stake in Vale

October 7, 2022

Disclaimer

Eventual estimates and forward-looking statements made during this presentation regarding our strategy and opportunities for future growth is mainly based on our current expectations and estimates or projections of future events and trends, which affect or may affect our business and results of operations. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties and are made in light of information currently available to us. Our estimates and forward-looking statements may be influenced by the following factors, among others: (1) general economic, political, demographic and business conditions in Brazil and particularly in the geographic markets we serve; (2) inflation, depreciation and devaluation of the real; (3) our ability to implement our capital expenditure plan, including our ability to arrange financing when required and on reasonable terms;

  1. our ability to compete and conduct our businesses in the future; (5) changes in customer demand; (6) changes in our businesses; (7) government interventions resulting in changes in the economy, taxes, rates or regulatory environment; and (8) other factors that may affect our financial condition, liquidity and results of our operations.

The words "believe", "may", "will", "estimate", "continue", "anticipate", "intend", "expect" and similar words are intended to identify estimates and forward-looking statements. Estimates and forward-looking statements speak only as of the date they were made and we undertake no obligation to update or to review any estimate and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements involve risks and uncertainties and are not guarantees of future performance. Our future results may differ materially from those expressed in these estimates and forward-looking statements. In light of the risks and uncertainties described above the estimates and forward-looking statements discussed in this presentation might not occur and our future results and our performance may differ materially from those expressed in these forward-looking statements due to, inclusive, but not limited to the factors mentioned above. Because of these uncertainties you should not make any investment decision based on these estimates and forward-looking statements.

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Acquisition of a

significant minority

stake in Vale

A new step in our capital allocation strategy and portfolio diversification

Unique and irreplicable asset, exposed to strong currencies and strategically positioned in a space in which Brazil has a competitive and comparative advantage

Transaction structured to limits risks and provide Cosan with optionality

Transaction in line with our EESG values, with an emphasis on the energy transition and decarbonization process

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Strategic rationale

Investment in line with Cosan's strategy of portfolio diversification and capital allocation

With a significant minority stake, Cosan intends to contribute to value creation with current shareholders and the company's Management

Unique and irreplicable asset operating in the natural resources value chain

Vale has great competitive and comparative advantage in the sector in which it operates

Exposure to strong currencies

Vale as a relevant player in the energy transition and decarbonization

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Transaction summary

Structured to limit risks and offer optionality to Cosan shareholders

  • Acquisition of a significant minority stake

207%

- A 4.9% stake with voting rights: 1.5% through direct shares purchase and 3.4% through a derivatives structure

which hedges our position in Vale (collar)

CSAN3

    • Additional 1.6% stake with economic rights only: a second derivatives structure, also hedging our position in Vale (forward + collar)
    • Option to convert the second derivative structure (with economic rights) into a voting derivative structure aftar CADE's approval
      • If the conversion takes place, Cosan will own 6.5% of Vale's common shares, with 5% protected against downside risk of Vale's shares (collar)
  • The transaction will be financed by a combination of long-termnon-recourse lines of credit:
    • Collar financing (derivatives): JPMorgan and Citi
    • Bridge loan to be refinanced with an equity structure with preferred shares (non-debt): Bradesco and Itaú

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Cosan SA published this content on 07 October 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 October 2022 23:01:05 UTC.