São Martinho S A : Dados Econômico-Financeiros

DocuSign Envelope ID: DCF8FF6D-5362-4E52-B96E-C4A8FB6F92FA

(A free translation of the original in Portuguese)

Parent company and consolidated financial statements

on March 31, 2022

and independent auditor's report

DocuSign Envelope ID: DCF8FF6D-5362-4E52-B96E-C4A8FB6F92FA

(A free translation of the original in Portuguese)

Independent auditor's report on the parent company and consolidated financial statements

To the Board of Directors and Stockholders

São Martinho S.A.

Opinion

We have audited the accompanying parent company financial statements of São Martinho S.A. ("Company" or "Parent company"), which comprise the balance sheet as at March 31, 2022 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, as well as the accompanying consolidated financial statements of São Martinho S.A. and its subsidiaries ("Consolidated"), which comprise the consolidated balance sheet as at March 31, 2022 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and notes to the financial statements, including significant accounting policies and other explanatory information.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of São Martinho S.A. and of São Martinho S.A. and its subsidiaries as at March 31, 2022, and the financial performance and the cash flows for the year then ended, as well as the consolidated financial performance and the cash flows for the year then ended, in accordance with accounting practices adopted in Brazil and with the International Financial Reporting

Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Basis for opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the parent company and consolidated financial statements section of our report. We are independent of the Company and its subsidiaries in accordance with the ethical requirements established in the Code of Professional Ethics and Professional Standards issued by the Brazilian Federal Accounting Council, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current year. These matters were addressed in the context of our audit of the parent company and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Matters

Why it is

a Key Audit Matter

How the matter was addressed

PricewaterhouseCoopers Auditores Independentes Ltda., Av. Antônio Diederichsen, 400, 21oe 22o, Ed. Metropolitan Business Center Ribeirão Preto, SP, Brasil, 14020-250

T: 4004-8000, www.pwc.com.br

DocuSign Envelope ID: DCF8FF6D-5362-4E52-B96E-C4A8FB6F92FA

São Martinho S.A.

Why it is a Key Audit Matter	How the matter was addressed in the audit

Value-added Tax on Sales and

Services (ICMS) excluded from the Social Integration Program (PIS) and Social Contribution on Revenues (COFINS) tax bases - Note 22.4

The Company and its subsidiaries had recognized tax credits in the prior year of R$ 1.4 million, referring to final and unappealable decisions on lawsuits related to the exclusion of ICMS from the PIS and COFINS calculation bases. The amount corresponds to the part of the overpayments of ICMS plus accruals which the Company's management believed was not controversial at March 31, 2021.

On May 13, 2021, the Federal Supreme Court (STF) finalized its judgment on the motions for clarification, confirming that ICMS should be excluded from the calculation bases for PIS and COFINS. The modulated decision determined that the amount of ICMS to be excluded is that displayed on the invoice and not the amount paid. This interpretation led the Company and its subsidiaries to record an additional tax credit of R$ 49,539 thousand in the year ended March 31, 2022.

The measurement of tax credits relies on complex calculations and significant judgment, mainly, as:

1. the calculation method and bases are not explicitly stated in the court decisions which were favorable to the Company and its subsidiaries;
2. the motions for clarification of the general repercussion were not addressed by the Federal Supreme Court (STF) until May 13, 2021; (iii) the PIS and COFINS tax rate is based on the sale of ethanol per cubic meter (ad rem), in Brazilian Reais; (iv) the periods covered by the Company's and its subsidiaries' lawsuits include periods in which they were members of the cooperative, Copersucar; and (v) the SELIC interest basis used for the accruals.

We considered this issue to be a key audit matter because of the complexity and judgments required to determine the tax credits recognized by the Company and its subsidiaries.

Our audit approach considered, among others, the procedures below:

• Understanding the main internal controls used to calculate the tax credits;
• With the support of our tax specialists, read and analyzed the court decisions for the Company and its subsidiaries, discussed these with the executive board and its tax advisors, and obtained a technical memorandum on the criteria and judgments used in the calculation of the tax credits;
• Reading of the STF decision rendered on May 13, 2021;
• Analysis of the executive board's understanding that further PIS and COFINS credits arising from the sale of ethanol at the specified (ad rem) tax rate are still contingent and, therefore, were not recorded.
• We agreed, on a test basis, the calculations for completeness and accuracy of amounts paid by the Company and its subsidiaries, which were used as a basis for the calculation of the tax credits, plus accruals up to March 31, 2022.
• Assessed the appropriateness of the disclosures in the parent company and consolidated financial statements.

Our audit procedures indicated the judgment and criteria used by the executive board to be reasonable and the disclosures consistent with the information obtained.

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DocuSign Envelope ID: DCF8FF6D-5362-4E52-B96E-C4A8FB6F92FA

São Martinho S.A.

Other matters

Statements of value added

The parent company and consolidated Statements of Value Added for the year ended March 31, 2022, prepared under the responsibility of the Company's executive board and presented as supplementary information for IFRS purposes, were submitted to audit procedures performed in conjunction with the audit of the Company's financial statements. For the purposes of forming our opinion, we evaluated whether these statements are reconciled with the financial statements and accounting records, as applicable, and if their form and content are in accordance with the criteria defined in Technical Pronouncement CPC 09 - "Statement of Value Added". In our opinion, these statements of value added have been properly prepared in all material respects, in accordance with the criteria established in the Technical Pronouncement and are consistent with the parent company and consolidated financial statements taken as a whole.

Other information accompanying the parent company and consolidated financial statements and the auditor's report

The Company's executive board is responsible for the other information that comprises the

Management Report.

Our opinion on the parent company and consolidated financial statements does not cover the Management Report, and we do not express any form of audit conclusion thereon.

In connection with the audit of the parent company and consolidated financial statements, our responsibility is to read the Management Report and, in doing so, consider whether this report is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Management Report, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of executive board and those charged with governance for the parent company and consolidated financial statements

Executive board is responsible for the preparation and fair presentation of the parent company and consolidated financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), and for such internal control as executive board determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the parent company and consolidated financial statements, executive board is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless executive board either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the financial reporting process of the Company and its subsidiaries.

Auditor's responsibilities for the audit of the parent company and consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the parent company and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of

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DocuSign Envelope ID: DCF8FF6D-5362-4E52-B96E-C4A8FB6F92FA

São Martinho S.A.

assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and International Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Brazilian and International Standards on Auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the parent company and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control of the Company and its subsidiaries.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by executive board.
• Conclude on the appropriateness of executive board's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the parent company and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the parent company and consolidated financial statements, including the disclosures, and whether these financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the parent company and consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

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