We advised the issuer on the capitalization transaction

Davis Polk advised Cosan in connection with a capitalization transaction comprising two equity offerings of 1,812,500,000 common shares (the “first offering”) and 287,500,000 common shares (the “second offering”) respectively for an aggregate amount of approximately R$10.5 billion ($2 billion). The first offering was anchored by certain anchor investors including Cosan’s controlling shareholder, Holdings Aguassanta and entities affiliated with BTG Pactual Holding and investment vehicles managed by BTG Pactual Gestora de Recursos Ltda. and Perfin Infra Administração de Recursos Ltda.

These entities waived any priority rights to the second offering which was placed entirely to professional investors. The common shares trade on the São Paulo Stock Exchange. The securities sold in the international offerings were placed under section 4(a)(2) under the Securities Act and under Regulation S.

Cosan is a leading sugar and ethanol producer, grower of sugarcane, natural gas distributor in Brazil, operator of the largest bulk port terminals in the world, producer of energy from sugarcane, lubricants player in Brazil and one of the largest private landowners in Brazil.

BTG is the largest investment bank in Latin America offering a wide range of financial products and services to individuals, companies and institutional investors including wealth management, investment products, digital solutions for businesses, commodities trading and credit services.

Perfin Infra is a specialized infrastructure investment manager that developed several projects and platforms in distinct verticals such as energy, highways, sanitation and climate solutions.

The Davis Polk corporate team included partner Manuel Garciadiaz, counsel Lourenço Lopes-Sabino and associate Luis Felipe Sousa. The tax team included partner Kara L. Mungovan and associates Yueyu Yang, Summer Elbardissy and Alex (Ang) Gao. Counsel Sarah E. Kim and associates Uche I. Polanco and Rosina Curren provided 1940 Act advice. Members of the Davis Polk team are based in the São Paulo, New York and London offices.

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