Cosan S A : Management's Proposal for the Annual and Extraordinary Shareholders' Meeting

COSAN S.A.

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

TO BE HELD ON APRIL 30, 2021

MANUAL TO THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS'

MEETING

AND

MANAGEMENT'S PROPOSAL

Published in March 31, 2021 and

republished in April 14, 2021

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COSAN S.A.

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

TO BE HELD ON JANUARY 30, 2021

MANUAL TO THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS'

MEETING

AND

MANAGEMENT'S PROPOSAL

Manual to the Annual and Extraordinary Shareholders' Meeting and Proposal prepared by the management of Cosan S.A., pursuant to and under the purposes set forth CVM Instruction 481, of December 17, 2009, as amended.

Published in March 31, 2021 and

republished in April 14, 2021

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COSAN S.A.

Publicly Held Company

CNPJ/MF No. 50.746.577/0001-15

NIRE 35.300.177.045

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

TO BE HELD ON APRIL 30, 2021

MANUAL TO THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS'

MEETING

	SUMMARY
1.	Purpose ("Objeto") ............................................................................................	06
2.	DOCUMENTS AVAILABLE TO THE SHAREHOLDERS. ..........................	07
3.	CALL OF THE SHAREHOLDERS' MEETING. ...........................................	08
4.	PLACE OF THE SHAREHOLDERS' MEETING. .........................................	09

5. ATTENDANCE AT THE SHAREHOLDERS' MEETING VIA SYSTEM OF

REMOTE ATTENDANCE. .....................................................................................

09

6. ATTENDANCE AT THE SHAREHOLDERS' MEETING VIA DISTANCE

VOTING BALLOTS..................................................................................................	11
7.	RULES TO ESTABLISH THE SHAREHOLDERS' MEETING ....................	13
8.	MAJORITY TO APPROVE MATTERS ..........................................................	14
9.	MINUTES OF THE SHAREHOLDERS' MEETING ......................................	14
10.	ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE ANNUAL
SHAREHOLDERS' MEETING - MANAGEMENT'S PROPOSAL .....................	15

10.1. Management's accounts, management's report and Company's financial statements, followed by the opinion of the independent auditors, the opinion of the Fiscal

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Council and the opinion of the Statutory Audit Committee regarding the fiscal year ended
December 31, 2020. ...........................................................................................................	15

10.2. Manager's proposal for the allocation of profit or loss for the fiscal year ended

December 31, 2020 ............................................................................................................	20
10.3. Establishment of the Company's fiscal council ....................................................	21
10.4.	Establishment of the number of members of the fiscal council ............................	23
10.5.	Election of the sitting members and alternates of the fiscal council.....................	24

10.6. Establish the annual overall compensation for the managers and members of the

fiscal council for the 2021 fiscal year. ...............................................................................	21
11. ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE
EXTRAORDINARY SHAREHOLDERS' MEETING - PROPOSAL DA
MANAGEMENT ......................................................................................................	34

11.1. Confirm the rescission of 10.000.000 (ten million) of shares issued by the Company, which were in treasury, approved by the board of directors as of February 5,

2021, changing the caput of article 5 of the Company's Bylaws. .....................................

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11.2 Approval of the proposal for the slip-up of the shares issued by the company, in the proportion of 1:4 (one to four), without change in the company's capital stock,

therefore changing the caput of article 5 of the company's bylaws. ................................

35

11.3 Approve changes to the Company's Indemnity Policy, formerly known as the Risk

Management Policy for Managers....................................................................................	29
12 CONCLUSION ...................................................................................................	31

Clarification Note: This document was released on March 31, 2021 and republished on April 14, 2021 to correct the numbers disclosed in the following items of the reference form described in Annex VII: (a) item 13.1 (ii) in which refers to the proportion of each element of remuneration in 2020; (b) 13.2 (ii) regarding the total remuneration table in 2021; and (c) 13.3 with respect to variable remuneration in 2021. The text and numbers in the body of the proposal were correct and do not require adjustments.

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COSAN S.A.

Publicly Held Company

CNPJ/MF No. 50.746.577/0001-15

NIRE 35.300.177.045

ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

TO BE HELD ON APRIL 30, 2021

MANUAL TO THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS' MEETING

Dear Sirs,

The management of COSAN S.A., a stock corporation, headquartered in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 4100, 16th floor, suite 01, Itaim Bibi, Zip Code 04538-132, with its articles of association been filed with the Board of Trade of the State of São Paulo ("JUCESP") under NIRE No. 35.300.177.045, enrolled with Corporate Taxpayer Identification Number of the Ministry of Economy ("CNPJ/ME") under No. 50.746.577/0001-15, registered at the Securities Exchange Commission ("CVM") as category "A" publicly-held company under code 19836 ("Company"), under the terms of the Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporate Law"), and CVM Instruction No. 481, of December 17, 2009, as amended ("ICVM 481/09"), hereby provides you with this Manual to the Annual and Extraordinary Shareholders' Meeting ("Manual") and Management's Proposal ("Proposal") to be submitted to the Company's Annual and Extraordinary Shareholders' Meeting resolutions, to be held, at first call, on April 30, 2021, at 10:00 a.m., digitally ("Shareholders' Meeting").

The Company informs that, due to the coronavirus pandemic (COVID-19) and the measures recommended by the authorities to prevent its dissemination, including to avoid crowded places, the Shareholders' Meeting will be held exclusively in digital form, under the terms da CVM Instruction No. 622 of April 17, 2020 ("ICVM 622/20") which amended a few provisions of ICVM 481/09.

1. Purpose ("Objeto")

The purpose of this Manual and Proposal is to describe (i) the instructions to attend the Company's Annual and Extraordinary Shareholders' Meeting to be held at 10 a.m. on April 30, 2021 ("Shareholders' Meeting"); and (ii) the matters to be analyzed, discussed and voted in the Shareholders' Meeting, as follows:

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