Title

Presentation

Operator: Good morning, everyone, and thank you for waiting. Welcome to Cosan’s First Quarter 2025 Earnings Release Conference Call. [Operator Instructions] The video conference is being recorded and will be available on the company’s IR website at cosan.com.br. During the company’s presentation, participants will be on a listen-only mode. The question-and-answer session will begin once the presentation is concluded. Please note that the information contained in this presentation and in statements that may be made during the conference call regarding Cosan’s business prospects, projections and operating and financial goals constitute the beliefs and assumptions of the company’s management as well as information currently available.

Forward-looking considerations are not a guarantee of performance. They involve risks, uncertainties and assumptions as they refer to future events, and therefore, depend on circumstances that may or may not materialize. Investors should bear in mind that overall economic circumstances, market conditions and other operating factors may affect Cosan’s future performance and lead to results that differ materially from those expressed in such forward-looking statements. I will now turn it over to Mr. Rodrigo Araujo.

Rodrigo Araujo: Hello, everyone. Thank you for joining our earnings call for the first quarter of 2025. Going through our usual disclaimers here. So, for our next slide, we start with the highlights for the quarter. We had a quarter with around R$5 billion of EBITDA under management. It’s the first quarter that after the divestment of the Vale stake that we have. So, these results are excluding the results of Vale for 2025. We also had a net loss of R$1.8 billion. This quarter was marked also by a relevant reduction in our net debt, mainly coming from the divestment of the Vale stake in the beginning of January this year. So, closing the quarter with R$17.5 billion of net debt. In terms of dividends received, we had relevant dividends coming from Compass in the form of capital reduction.

So, we had a relevant shareholder distribution from Compass, just reinforcing the thesis of very strong cash generator and a company that’s able to navigate its growth cycle while distributing relevantly part of its results to its shareholders. In terms of our interest coverage ratio, we had 1.2 times this quarter, and it’s, of course, positively affected by the distribution coming from Compass, so this also — it’s a relevant impact in the first quarter of ’25. And also, in terms of our LTIF and the safety ratings, we continue our safety journey. And of course, we have the safety — we have safety as a non-negotiable value in the portfolio. Unfortunately, we have fatalities in the operating companies in this quarter, but we continue to be very diligent and strongly committed to having zero accidents in the portfolio and to have the highest safety standards in our operations.

So, going to the next slide, looking a little bit more into the operational performance of the operating companies. We had a quarter of lower volumes at Rumo. Of course, that was mainly impacted by a certain delay in the crop season. So, we expect — we continue to be constructive in terms of the company meeting its guidance for the year, but it’s going to be a year that will be more concentrated towards the second half of the year. And of course, the operational efficiency and the ability to execute Rumo’s operation will be quite relevant for the next coming quarters so that we are able to meet the guidance for the year. But it’s also relevant to highlight that we had an increase in the average tariff for Rumo, which reinforces our understanding that the competitiveness of the railway in terms of the logistics solution to grain exports in Brazil continue to be quite relevant.

In Compass, we had the quarter with an increase in natural gas volumes. So, it is, of course — it’s part of the strategy. Remember that we had the acquisition of Compagas well. So, we continue to have an increase in distributor volumes. It’s also relevant to highlight the fact that we had better margin this quarter coming from a better mix from the residential segment, mainly the increase of residential sales in state of Sao Paulo. And also, it’s relevant to highlight what’s the deployment of the strategy of Edge, our marketing and services company. We continue to not only access the non-regulated gas market in Brazil, where we’re able to directly assess the industrial consumers and increased our footprint in that market, but also the optimization of LNG cargoes that we are basically using the re-gas terminal to do arbitrage operations in the LNG market, which is an important part of the thesis and the strategy that’s showing to be quite successful in Compass.

In Moove, the quarter was significantly impacted by the fire that we had in the Ilha do Governado industrial complex in February. The company is strongly focused on getting back to its operational results and finding alternative production solutions to deliver the volumes and the expected results, but of course, the first quarter was significantly impacted by the fire that happened in February. In Radar, we had not only an increase in its EBITDA coming from the lease agreement, but also we had a sale of land in the first quarter, and it’s relevant to highlight that we continue to sell part of the portfolio, and we continue to be able to deliver the transactions above the land appraisal. So, basically, we reinforced the value of the portfolio through the sales that are already on going.

And finally, Raízen had a tough quarter in terms of volume, mainly in the sugar operations and also lower results in terms of trading as well in this quarter, impacting negatively the quarterly results. Moving on to liability management. We had a very active quarter, mostly coming from the divestment from the Vale stake. So, overall, this quarter, we raised somewhere around R$11.5 billion, apart from the divestment of the Vale’s stake in part from the debenture that we issued in the Brazilian capital market as well. And the use of proceeds were mainly to fully take out the ’27 bonds that were outstanding, and we also partially redeemed the ’29, ’30 and ’31s. We have also fully redeemed the first series of debentures in Brazil and also partially redeemed the fifth and sixth series of debentures in Brazil.

So, this was a very active quarter in terms of liability management. I think it’s relevant to highlight that we were able to do that reducing cost and improving the maturity of the debt profile as well. So, this was also quite — it’s also quite relevant to highlight. In our next slide, we see that we had — we ended the quarter with R$21.7 billion of gross debt, which translated into R$17.5 billion net debt. You can see that we’re carrying liquidity. And of course, in this uncertain times that we see with a lot of market volatility, it’s relevant to have additional liquidity. As I’ve highlighted before, our interest coverage is 1.2 times for the quarter, a little bit higher than last quarter, but it was affected by the distribution that came from Compass this quarter.

So, it’s important to highlight that we had additional dividends coming from Compass impacting this number. In terms of the amortization schedule, on the lower part of the chart, you can see that we have no amortizations until ’28. And of course, we did a lot of liability management on other parts of the curve. So, we finished with an average duration of 6.4 years and an average cost that came down from CDI plus 1.4% to CDI plus 91 bps. So, next slide, we look at the cash flows for the quarter. Of course, the most relevant figure here is the divestment from the Vale stake, as I’ve mentioned. We also had raised additional debentures in the domestic market. And the use of those proceeds were mainly to pay down debt and also to redeem part of the non-controlled interest of the preferred shares that we had in Cosan Nove, the company that has the stake in Raízen.

So, we partially redeemed the preferred shares in Cosan Nove as part of our capital structure strategy. So, this is a little bit of what we had for the quarter. Thank you once again for joining us. And please, let’s move on to our Q&A session. Thank you.

Operator: We will begin our Q&A session with Mr. Marcelo Martins; Mr. Rodrigo Araujo; and Mr. Fernando Tinel. [Operator Instructions] Our first question is from Gabriel Barra from Citibank. We will now unmute your microphone. Please go ahead, Mr. Barra.

Gabriel Barra: Hello? Thank you for taking my questions. Hi, Marcelo. Hi, Rodrigo. Hi, Tinel. I have a couple of questions, please. The first one is about the capital structure and short-term divestments. Obviously, that is the main topic at the company that migration of the debt value to equity. And maybe considering lower interest rates, maybe there are a lot of questions about that. So, could you give us an update on the divestment process? And what we can expect in the short term? What are the main elements we should be looking at this year? Second question, Since Moove is one of the few companies that don’t hold a conference call, I think it would be interesting to discuss their thesis. It’s been a tougher quarter, as Rodrigo said, because of the fire.

Could you talk about your strategy for Moove, first? As far as I understand it, and this is something to be discussed, what should we be looking at? And what should be your priorities now that the plant is being rebuilt? Is it market share, or is it margins? There’s a supply issue that you need to address. So, what kind of a timeline are we talking about to solve that problem? So, if you could give us a bit more color on Moove, that would be great. Thank you.

Rodrigo Araujo: Great. Good morning, Barra, and thanks for the questions. I’ll start with your second question about Moove and then we can talk about the capital structure. So, after the fire, the company has been able to react quite quickly. And it’s been impressive how fast it found alternatives. You’re absolutely right. The company is focusing a lot more on volumes than margin. The supply chain won’t necessarily be the same in the future. It’s much more to meet this — meet our client needs. That is a focus. The company has the capacity mapped. It’s 100% in terms of alternatives. It is executing and taking all the required measures, whether it be through certifications for the clients or setting up plants, it is doing everything that is required in terms of facilities that will act as an alternative.

That was already part of the company’s plans to do some risk management and take away some operations from the Rio de Janeiro plant. We acquired a Greece plant, and there was a plan to migrate that to outside the Rio de Janeiro plant, so that might happen a bit faster. Every month — I mean, this quarter, there was the fire, but April was better than March. There’s a clear catch-up when it comes to results. The company is coming back. So that’s where we are in terms of the operation. The company does have an insurance strategy. There’s a lot of discussions going on around insurance at the same time. These are longer discussions to be had, but they are happening at the same time. In terms of the future strategy, very little will change when it comes to the company’s strategy.

As you know, it’s been focusing on an international rollout. Obviously, now the company focus is much more on what’s happening now rather than any kind of rollout, it’s delayed that slightly. But obviously, in the short-term, the focus will be getting back to our capacity as soon as possible. In terms of the plant in Rio, at the end of this process, and obviously, there’s a learning curve. Every month, we are discovering new things, seeing new things. So, the future of the Rio de Janeiro plant in terms of setup will be completely different when it comes to fires. Part of the production that makes sense going somewhere else will go somewhere else, the vocation of the Rio De Janeiro plant is for large-scale products. So, this plant will tend to focus on large scale.

Anything that is special or smaller will tend to migrate to other facilities. We still don’t have a reconstruction process going on because, obviously, the company is looking at Moove’s facilities. And they’re looking at what will be migrating to outside the Rio de Janeiro, so that’s it in broad terms. About your first question in terms of the capital structure, there are lots of ongoing alternatives, nothing concrete to share right now, obviously. But in terms of a sense of urgency, nothing’s changed. It’s very clear to us that the divestment and the Vale divestment is part of what we need to do. It’s very clear to us that we still have to raise funds and there are many alternatives to do that. It’s a long journey. And at the end of this journey, we’ll make sure that we don’t land on a worse portfolio.

So, we’re being very careful coming up with alternatives. Obviously, we have plans A, B and C to make sure that we come out with a better capital structure. Obviously, we need to reduce leverage, but obviously, we don’t want to do that and end up with the worst portfolio. So, it’s not a simple balance to strike. We need to do both things, but we are pragmatic enough to know that we have successful initiatives and those that aren’t successful, we have other alternatives.

Marcelo Martins: So, just to complement to what Rodrigo is saying. First of all, we are fully focused on adjusting Cosan’s capital structure. Obviously, at the same time, we are monitoring closely the divestment initiatives at Raízen. And on our side, we are directly involved in seeking solutions that go beyond that divestment. And that’s a key priority for us. So, we have some ongoing initiatives and advanced discussions to be able to execute on them. We won’t go into detail because it will be speculation about a work-in-progress. But what I can guarantee is that we have made a lot of progress compared to a while back when we sold Vale, we have great alternatives in terms of execution, and we are very optimistic that we will be able to address that quickly.

We have a clear strategy. We need to improve Cosan’s capital structure. At the same time, we need to adjust Raízen’s capital structure so that we can, as Rodrigo said, keep a well-balanced portfolio. And people might ask, “Oh, are you considering selling considerable stake at Compass or Rumo? ” No, we’re not considering that. That would not be the best way forward for us. We are considering other options that go beyond that specific option. So I want to make that very clear. We are — right now, we are executing things. Thank you, Barra.

Gabriel Barra: Thank you, Marcelo. Thank you, Rodrigo. That was very clear.

Operator: The next question is from Isabella Simonato from Bank of America. We will now unmute your mic. Please go ahead, Ms. Simonato.

Isabella Simonato: Good morning, Rodrigo. Good morning, Marcelo. Thank you for giving me a chance to ask questions. I have a couple. The first one, Marcelo, your strategy and your focus are very clear. And you mentioned Raízen, you said that you are monitoring what’s going on there very closely. So, I’d like to hear from you a bit more on how you see the company’s recent performance and the operating prospects for fiscal year ’26, which doesn’t look like will be an easy year in terms of the circumstances in the sector. So, as shareholders, how are you seeing Raízen’s progress? And Rodrigo about the liability management, as you said, you are — you have been very active. You’ve been working on changing the debt profile. Is that what we’ll continue to see looking forward? And more specifically, about the preferred — the remaining preferred shares, what can we expect from that structure? Thank you.

Marcelo Martins: Hi, Isa. Thanks for the question. Well, first of all, about Raízen, the good news about Raízen is the level of awareness and practical initiatives to make the required changes and the speed with which these changes are being implemented. They’re being very realistic about the circumstances in this sector. There was a shareholders’ meeting with Shell in London this week. And so, to us and to Shell, it’s very clear that once this rebalancing stages over in the capital structure, the company has not only excellent prospects, but it’s very clear that they will be focusing on core business at high levels of efficiency and focusing on returns. Obviously, we need to consider substantial divestments, those divestments will also include energy, so reducing our crushing capacity and the portfolio’s plants.

There’s also a high level of interest. Obviously, we’re not talking about an umbrella mandate selling all the assets. That’s not the case. But in the execution strategy, there’s a — we’re very clearly optimistic when it comes to the volume of divestments and the impact that will have on the company’s deleveraging. That will not be the only solution. We are considering other alternatives. I won’t go into any detail because it’s all work-in-progress. But as Raízen has stated during their earnings call, all options are on the table. So, I can speak for myself and for Shell, we’re very pragmatic, highly focused, so you’ll be looking at the divestments, the energy assets as well as the distribution business and the shareholders’ role will be to look at what’s under our responsibility and not the capital structure of Raízen itself.

Rodrigo Araujo: Isa, to your second question, in terms of what we needed to do and using the proceeds from our divestment at Vale, we’ve done quite a lot. You saw that in the first quarter, obviously. Right now, there’s more uncertainty and there are divestment alternatives and other options in the capital structure. So, we’ll carry more liquidity. But in terms of changing the debt profile, we’ll always be looking at opportunities to access the market and to improve the structure. We’re very cost sensitive. I’m sure you saw that we’ve been able to extend the duration and there have been some positive windows at the end of last year. There was a great spread window in the Brazilian market. And this goes for Cosan. We are not just sitting and waiting.

The company is very sensitive when it comes to numbers, but we’re not counting on that. And about the preferred shares, it’s something we are continuously monitoring. There are variabilities, whether it’s going to pay out dividends or not, there is a differentiation in terms of fiscal losses. So, we’re monitoring the efficiency of the structure the whole time, and obviously, we can address that at any time depending on the variability and fiscal issues. In terms of cost priority, it’s not the first alternative, but we are looking at it. Thank you for the question.

Isabella Simonato: Thank you.

Marcelo Martins: Thanks.

Operator: The next question is from Matheus. Please go ahead, Matheus.

Unidentified Analyst: Thank you. good morning, Marcelo, Rodrigo, Tinel. Thanks for all the clear answers so far. My first question is about the interest coverage ratio and its impact. What I have been seeing as a consensus, and according to our math, obviously, we could be wrong, but it sounds to me like in the second quarter, Cosan will be very close or below 1 time in terms of interest coverage ratio given the concentration of dividends we had in the last quarter. And maybe, this ratio will only improve in ’26 rather than in ’25. My question has to do with Barra’s question in terms of sense of urgency. Will that trigger any covenants? Are you discussing anything like that? Is there a sense of urgency in the second quarter?

So that’s my first question. Will that be a trigger for the company? And the second question is also along the same lines, but about the cash need and the structure of the preferred shares. Compass’ capital structure is clear. But considering the 25% of the Compass’ dividends being paid out to preferred shareholders looking forward, and at Cosan Nove, if I got it right, there was a dividend payout of the preferred shares, but it wasn’t followed up by a dividend paid out to the holding company. So, what about the cash needs at the HoldCo level? Will you have to add some money to the structure to pay out dividends to the preferred shareholders and the lack of visibility in terms of Raízen’s dividends in the short-term? So those are my two questions.

Thank you.

Rodrigo Araujo: Thanks for the question, Matheus. I’ll start with the interest coverage ratio. It won’t be a trigger for covenant. It has to do with a healthier capital structure for the company. You’re right. Organically speaking, the cover ratio will tend to drop. And as I mentioned, the additional dividends will be paid out only in the first quarter. So, as — it will go down over time and that is one of the points that only reiterates the fact that we need to lower our net debt. That’s why we’re discussing alternatives to decrease that. The sense of urgency has to do with having a more well-balanced structure than anything to do with covenants regarding liquidity. To your second point about preferred shares, those are two different things.

Obviously, given the structured model, preferred shareholders will be — will have a preference, you’re right, but there is no — it’s not obligatory to pay out those dividends. What happens is that over time, when there’s no dividend paid out and the fiscal side is different, then we have to monitor to make sure that the structure is not more costly than other structures — capital structures at the company in terms of the service at Compass. It will depend on the level of payments by the company looking forward. You’re right in terms of preferred shareholders being — having the priority, but what happens looking forward will depend on the company. That’s the context. Thank you for your question.

Unidentified Analyst: Thank you.

Operator: The next question is from Guilherme Martins from Goldman Sachs. We will now unmute your mic so you can ask your question. Please go ahead, Mr. Martins.

Guilherme Martins: Thank you. Hi, Marcelo. Hi, Rodrigo. Hi, Tinel. Good morning, and thank you for taking my question. It’s a follow-up to Matheus’ question. Obviously, the company is going to have to divest more to get to a healthier situation or closer to the 5.2 times, as you said, which will be healthier. So, if there are no more divestments as of now, what would be a potential DSR in terms of interest coverage ratio by the end of the year?

Rodrigo Araujo: Thank you for the question, Guilherme. We haven’t disclosed the guidance on that, but as I said, it should drop along the year. It should be lower than that. It also depends on the performance of the companies in the portfolio. Obviously, we’ll be working throughout the year to see how that’s going to pan out. But you’re right, so it’s an important chapter, and we’re definitely working to make sure that we execute on something this year. We’re not working with a scenario where we will not be executing on that this year. Thank you for your question.

Guilherme Martins: Thanks, Rodrigo.

Operator: The next question is from Lucas Ferreira from JPMorgan. Please go ahead, Lucas.

Lucas Ferreira: Good morning. I have a couple of follow-up questions about what you’ve discussed earlier. Rodrigo, could you talk about Moove? What are you expecting in terms of CapEx for the next one to two years, considering the fire, you mentioned looking for alternatives to Ilha do Governador? And I have another question about Cosan Nove. Is there a clause? What might happen if there’s a capital increase at Raízen? Will that trigger any advances? What might happen to Cosan Nove if there’s a different structure at Raízen or a capital increase or anything that might happen in the future?

Rodrigo Araujo: Thank you, Lucas, for the question. Well, about Moove and CapEx, right now, we don’t have a CapEx estimate because, as I said, we’re working on things that will be migrated in the company’s facilities. Given the current scenario, we are using a mix of companies facilities. They are third-party facilities, but apart of that, we don’t have a CapEx estimate for the time being. We have considered something marginal, especially in terms of adjustments and set up, but we don’t have an estimate. As I said, the company has an insurance, has its own insurance. So, the expectation for the CapEx, whatever it might be for the plant, a large part of it will be covered by the insurance. To your second point about Cosan Nove, there is no specific clause, but obviously, a lot will depend on what happens to the structure.

There will have to be a renegotiation because Cosan Nove structure may not make sense anymore, it might be impacted. There’s nothing happening at the moment, but depending on the company’s capital structure, there may be a need for a reduction, but nothing major. And the partial redemption that took place this year is something relatively simple to do. So, it shouldn’t lead to an impact of a discussion at Raízen. Thank you.

Lucas Ferreira: Thanks.

Operator: The next question is from Regis Cardoso from XP. We’ll now unmute your mic so you can ask your question. Please go ahead, Mr. Cardoso.

Regis Cardoso: Good morning, Marcelo, Rodrigo, and Tinel. And thank you for taking my questions. A couple of follow-up questions about the capital structure. Rodrigo mentioned that you’ll have to reduce the absolute debt level. So, what are we talking about at the end of the day? Are you planning on bringing the HoldCo debt level to zero and considering that the preferred debt might not have the same fiscal effect as the tax shield? What would be your target? Is it R$10 billion, R$0, R$15 billion? In terms of the preferred shares, Rodrigo talked about variable rates. What kind of variability are we talking about? And is there a tax efficiency effect when the redemption value is over the initial value? Is that something we should be monitoring? And if you’ll allow me a third follow-up question, please? Do you have any idea about Moove’s timeline? Can it be measured in weeks, months or years, just so we know what to expect? Thank you.

Rodrigo Araujo: Thanks for the questions. As for Moove’s timeline, not for the reconstruction CapEx, but by the end of this year, we expect to be in a much better position, not only in terms of production capacity, but in terms of a clear strategy and executing on the CapEx. There’s also the insurance, as I mentioned. So, I don’t see that as a risk. I was talking about the rate step-up. So, there are points in time when there are rate step-ups and the current cost level. That begins to not be competitive. I’m talking not just about Cosan Nove, but Cosan Dez. At the average cost we have right now, it will be more expensive than the average cost. So, it will be less compelling. To your point about the results and the balance that is over the original amount, the important point is, it has a lot more to do with the company results and the dividend itself, so the destination going to the preferred shareholders has to do with the net income.

I mean the fact that it’s over the original value isn’t a risk to the company. And about the capital structure, we did mention that in the last call, we’re aiming to execute that in the next month or two for the short-term. We should have a healthier structure. And in the long-term, it should be zero. I don’t want to exaggerate, but that’s the midterm, [R$1.5 billion] (ph) is what we’re looking at. We’ll be in a better position and we’ll allow us to navigate that challenging scenario where they are higher interest rates. Thanks for the question.

Marcelo Martins: Let me just jump in. What we want is for Cosan, the HoldCo, has structural debt level closer to zero. I don’t know if we’ll get to zero, but the HoldCo’s dependence on a growing dividend cycle of the operating companies should not take place. So, we need to give freedom, so these companies can grow, so they can implement their strategies. And our focus will be — has been already and once we can focus again will be through the controlled company. So, our objective is to not have any new lines of business or any substantial acquisitions done through Cosan. That’s a moot point, and that’s what will allow us to have low structural debt levels, so that we can continue to manage our portfolio efficiently.

Regis Cardoso: Thank you, Marcelo. Thank you, Rodrigo.

Operator: The next question is from Gustavo Sadka from Bradesco BBI. We’ll now unmute your mic so that you can ask your question. Please go ahead, Mr. Sadka.

Gustavo Sadka: Thank you. Hi, Marcelo. Hi, Rodrigo. Hi, Tinel. You’ve addressed most questions. I have a question about Radar. Right now, given the current interest rates, considering a CDI investment, it looks like it’s more favorable to sell and given the company’s leverage, will you be ramping up land sales? And what can we expect in terms of those sales? Thank you.

Rodrigo Araujo: Hi, Gustavo, thank you for the question. Yes, that’s already happening in practice. To your point, about the target, we don’t have a set target for that, but in addition to the yield, we have been selling this land above our portfolio appraisal. In the last few years, we’ve captured significant value, especially the bumper crop. And you’re right, we’re below [the SPS] (ph), but that’s been happening for a while without a guidance for that. Thank you for the question.

Gustavo Sadka: Thank you, Rodrigo.

Operator: The Q&A session has now concluded. I will now turn it over to Mr. Martins for his closing remarks.

Marcelo Martins: In my closing remarks, I’d like to focus on Raízen, please. I think we have made great progress in the last few months. We’re very, very happy with the measures that have been implemented by the new management, by their focus and a very clear view about the future of the company, as well as the divestment plan that is being put in place right now. We do have a very feasible plan. And it’s the right size to be able to adjust the capital structure. We are highly confident on the company’s ability to deliver excellent results and to focus completely on the company’s core business. And I’m speaking for myself, and I am also speaking for Shell. Even though this has been a very tough quarter, I think, once again, it does show how serious and how engaged the company’s management are to take the necessary measures to make the necessary adjustments and to communicate that clearly to the market.

And our role, everything that goes beyond the company’s divestment plan. It’s very clear to us and to Shell, we’re working very closely with them. We are in agreement with what we need to make in terms of adjustments to our capital structure, and we’re working together and highly focused on that. So, thank you all for joining us on this call, and we’ll see you soon.

Operator: Cosan’s first quarter 2025 earnings release video conference is now concluded. For further questions, please contact the Investor Relations department. Thank you so much for joining us, and have a great afternoon.