Supplemental Information Regarding Proposal for the Annual Compensation

As the Annual and Extraordinary Shareholders' Meeting of Cosan S.A. ("Cosan," the "Company," "we," or "our") to be held on April 30, 2021 approaches, we ask for your support for the recommendation by our Board of Directors ("our Board") for each of the proposals in the 2021 Manual to the Annual and Extraordinary Shareholders' Meeting (the "2021 Shareholders Manual"), available at the Company's website1. In particular, we draw your attention to Proposal "10.6. Establish the annual overall compensation for the managers and members of the fiscal council for the 2021 fiscal year", the "Annual Compensation Proposal". We were disappointed to learn that Glass Lewis, a proxy advisory service, has recommended in its report that our shareholders vote against Annual Compensation Proposal. We strongly disagree with Glass

Lewis and encourage you to vote FOR our Annual Compensation Proposal.

As you evaluate Annual Compensation Proposal, we believe that, in addition to the information contained in the 2021 Shareholders Manual you should carefully consider the important information provided below.

NO DISCOUNT AND NO SOP: Exercise Price of Options Granted is At Least Fair Market Value.

Glass Lewis's report states that the exercise price of options granted as long-term incentives should be equal to the fair market value of the underlying stock on the date of the grant. The Company has never granted and does not intend to grant options with exercise prices less than the fair market value of the underlying stock on the date of the grant. Indeed, the Company has not granted stock options at all since 2015, shifting compensation programs to stock grants. We believe that this additional clarification shows our alignment with Glass Lewis on such matter.

NO CHANGE IN CONTROL. No Accelerated Vesting of Awards upon a Change in Control.

Glass Lewis incorrectly concludes that the Stock-Based Compensation Plan, approved

at the Company's Annual and Extraordinary Shareholders' Meeting held on April 27, 2017 (the "2017 Stock Plan") includes a provision that provides for accelerated vesting of awards upon a change in control of the Company. The 2017 Stock Plan does not have this provision. Section 8.2 of the 2017 Stock Plan provides that upon a merger or other transaction in which the Company is not the surviving entity, the award may be assumed or cancelled in the Company's discretion. As described in Item 13.1(g) of the Annex VII of the 2021 Shareholders Manual, there is no remuneration or benefit linked to the occurrence of corporate events (including a change in control). We believe that this additional clarification shows our alignment with Glass Lewis on such matter.

1 https://www.cosan.com.br/publicacoes-cvm-e-sec/assembleias/

THREE AND FOUR YEARS VESTING: Performance Period is Longer than Three Years.

Glass Lewis's report expresses concern that the minimum performance period for the Long-Term Incentive Program (the "LTIP") is one year. As described in Item 10.6.1 (Global Amount of the Managers' Compensation) of the 2021 Shareholders Manual the proposed incentive program, the Special Program, if approved by our Board, will grant restricted shares, which are proposed to have 50% time-based, with a 3-year vesting period, and 50% performance-based vesting conditions, with a 4-year vesting period (1/4 per year). The applicable performance metrics, which include, but are not limited to, EBITDA and ESG indicators are established by our Board with the assistance of the People Committee at the beginning of the three-year performance period with respect to each performance year to which the metrics relate. We believe that this additional clarification shows our alignment with Glass Lewis on such matter.

FULL DESCRIPTION OF TARGETS. Short-Term Incentive Targets are Described.

Glass Lewis's report expresses concern for disclosing performance targets associated with the metrics utilized under the Short-Term Incentive Plan (the "STI"). As described in Items 13.1(b) and (c) of the Annex VII of the 2021 Shareholders Manual STI is based on both Company and individual performance. The Company financial metrics include EBITDA, cash flow and return on invested capital. The Company operational metrics include continuous improvement of processes and control of administrative expenses. Individual performance metrics include contribution to the Company's financial and sustainability goals relating to the health and safety of people, operations and the environment of the Company, behavior and development, each aligned to the guidelines defined by the People Committee and approved by our Board.

NUMBERS CORRECTED. Increase in Fixed Pay is Explained.

Glass Lewis's report states a concern that there is an unexplained high fixed pay raise in base salary equal to 57% for the senior management of the Company ("Senior Management"). Glass Lewis is incorrect to conclude that the increase in base salary is equal to 57%. In 2020, the total base salary for Senior Management was R$3.774 million. For 2021, the total base salary of Senior Management is proposed to be R$4.991 million, which is an increase of 32.2%. Further, the Company has increased the base salary of Senior Management in order to justly compensate Senior Management for their increased scope and level of responsibilities following the merger of Cosan Limited and Cosan Logística into Cosan, as approved by our shareholders on January 22, 2021. We have been committed and will continue to commit to evaluating our compensation practices in order to retain and incentivize the Senior Management so that its interests are aligned with those of our shareholders. We believe that this additional disclosure adequately addresses Glass Lewis's comment for us to explain the increase in fixed pay.

2

Attachments

  • Original document
  • Permalink

Disclaimer

Cosan SA published this content on 22 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2021 13:16:04 UTC.