COSAN LUXEMBOURG S.A. ANNOUNCES EARLY RESULTS OF ITS CASH TENDER OFFERS OF UP TO U.S.$900,000,000 COMBINED AGGREGATE PRINCIPAL AMOUNT OF THE FOLLOWING SERIES OF NOTES, SUBJECT TO THE APPLICABLE CAPS: 5.500% SENIOR NOTES DUE 2029 (CUSIP NOS. 22113A AB1/ G25343 AB3), 7.500% SENIOR NOTES DUE 2030 (CUSIP NOS. 22112E AD0/L20041 AF3) AND 7.250% SENIOR NOTES DUE 2031 (CUSIP NOS. 22112E AE8/ L20041 AG1)

SÃO PAULO, Feb. 14, 2025 /PRNewswire/ -- Cosan Luxembourg S.A., a public limited liability company (société anonyme) organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 28, Boulevard F.W. Raiffeisen, L-2411 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) under number B 175.646 ("Cosan Luxembourg") announced today the early tender results in connection with its previously announced separate offers to purchase for cash a combined aggregate principal amount of U.S.$900,000,000 (the "Aggregate Maximum Principal Amount") of Notes (as defined below), subject to the following applicable caps: (i) up to U.S.$370,000,000 aggregate principal amount (such amount, as it may be increased or decreased by Cosan Luxembourg in its sole discretion, the "Original 2029 Notes Maximum Principal Amount") of its outstanding U.S.$740,750,000 5.500% Senior Notes due 2029 issued by Cosan Luxembourg (the "2029 Notes"); (ii) up to U.S.$330,000,000 aggregate principal amount (such amount, as it may be increased or decreased by Cosan Luxembourg in its sole discretion, the "2030 Notes Maximum Principal Amount") of its outstanding U.S.$550,000,000 7.500% Senior Notes due 2030 issued by Cosan Luxembourg (the "2030 Notes"); and (iii) up to U.S.$200,000,000 aggregate principal amount (such amount, as it may be increased or decreased by Cosan Luxembourg in its sole discretion, the "Original 2031 Notes Maximum Principal Amount," and together with the Original 2029 Notes Maximum Principal Amount and the 2030 Notes Maximum Principal Amount, the "Original Individual Maximum Principal Amounts" and each an "Original Individual Maximum Principal Amount") of the outstanding U.S.$600,000,000 7.250% Senior Notes due 2031 issued by Cosan Luxembourg (the "2031 Notes," and together with the 2029 Notes and the 2030 Notes, the "Notes"), upon the terms and subject to the conditions set forth in the offer to purchase dated January 31, 2025 (the "Offer to Purchase"), for a purchase price for each series of Notes equal to the applicable Purchase Price (the "Tender Offers" and each a "Tender Offer").

The early tender date for the Notes was 5:00 p.m., New York City time, February 13, 2025 (the "Early Tender Date"). Cosan Luxembourg has been advised by D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the "Tender and Information Agent"), that, as of the Early Tender Date, (i) US$235,647,000 in aggregate principal amount of the 2029 Notes, or approximately 31.81% of the outstanding 2029 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2029 Notes, (ii) US$269,713,000 in aggregate principal amount of the 2030 Notes, or approximately 49.04% of the outstanding 2030 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2030 Notes, and (iii) US$268,736,000 in aggregate principal amount of the 2031 Notes, or approximately 44.79% of the outstanding 2031 Notes, had been validly tendered (and not validly withdrawn) pursuant to the Tender Offer for the 2031 Notes. Because the Withdrawal Deadline with respect to each Tender Offer has passed, the Notes that have been validly tendered and not validly withdrawn in the applicable Tender Offer can no longer be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law.

Cosan Luxembourg has amended (i) the 2029 Notes Tender Offer by decreasing the maximum principal amount with respect to such Tender Offer from the Original 2029 Notes Maximum Principal Amount to U.S.$301,264,000 aggregate principal amount of 2029 Notes (such amount, as amended hereby and as it may be increased or decreased by Cosan Luxembourg in its sole discretion, the "2029 Notes Maximum Principal Amount"), (ii) the 2030 Notes Tender Offer so that holders of 2030 Notes that are validly tendered after the Early Tender Date and prior to or at the Expiration Time (as defined below), and accepted for purchase pursuant to the Tender Offer for the 2030 Notes will receive the applicable Total Consideration (as set forth in the table below), which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, on the Final Settlement Date, which is expected to be on or about March 7, 2025, and (iii) the 2031 Notes Tender Offer by increasing the maximum principal amount with respect to such Tender Offer from the Original 2031 Notes Maximum Principal Amount to U.S.$268,736,000 aggregate principal amount of 2031 Notes (such amount, as amended hereby and as it may be increased or decreased by Cosan Luxembourg in its sole discretion, the "2031 Notes Maximum Principal Amount" and together with the 2029 Notes Maximum Principal Amount and the 2030 Notes Maximum Principal Amount, the "Individual Maximum Principal Amounts" and each an "Individual Maximum Principal Amount"). The Aggregate Maximum Principal Amount remains unchanged.

Accordingly, Cosan Luxembourg has accepted (i) U.S.$235,647,000 in aggregate principal amount of the 2029 Notes validly tendered in the Tender Offer for the 2029 Notes, (ii) U.S.$269,713,000 in aggregate principal amount of the 2030 Notes validly tendered in the Tender Offer for the 2030 Notes and (iii) U.S.$268,736,000 in aggregate principal amount of the 2031 Notes validly tendered in the Tender Offer for the 2031 Notes.

Except as set forth herein with respect to the 2029 Notes Maximum Principal Amount, the Total Consideration related to Tender Offer for the 2030 Notes, and the 2031 Notes Maximum Principal Amount, the terms and conditions of the Tender Offers remain the same as set forth and described in the Offer to Purchase.

Holders who validly tendered their Notes at or prior to the Early Tender Date in the manner described in the Offer to Purchase will be eligible to receive the applicable Total Consideration, which includes the applicable Tender Offer Consideration and the applicable Early Tender Payment, plus the applicable Accrued Interest, on the Early Settlement Date, which is expected to be on or about February 18, 2025.

The table below summarizes certain payment terms for the Notes:

Each of the Tender Offers will expire at 5:00 p.m., New York City time, on March 4, 2025, unless extended, or terminated early (such date and time, as the same may be extended, the "Expiration Time").

Cosan Luxembourg reserves the right, in Cosan Luxembourg's sole discretion, to amend or terminate each of the Tender Offers at any time.

Cosan Luxembourg will only accept for purchase Notes in an aggregate principal amount that will not exceed (i) the Aggregate Maximum Principal Amount, and (ii) the Individual Maximum Principal Amounts for each series of Notes. If the Tender Offers are oversubscribed, the amount of Notes to be purchased by Cosan Luxembourg from tendering Holders may be subject to proration as described in "Principal Terms of the Tender Offers—Aggregate Maximum Principal Amount, Individual Maximum Principal Amount and Proration" in the Offer to Purchase.

Cosan Luxembourg reserves the right, but is under no obligation, to further increase or decrease the Aggregate Maximum Principal Amount and/or the Individual Maximum Principal Amount applicable to any of the Tender Offers at any time, subject to compliance with applicable law, which could result in the purchase of a greater or lesser aggregate principal amount of the applicable series of Notes in the applicable Tender Offer. If Cosan Luxembourg increases the Aggregate Maximum Principal Amount and/or the Individual Maximum Principal Amount, it does not expect to extend the withdrawal deadline, subject to applicable law. There can be no assurance that Cosan Luxembourg will further increase or decrease the Aggregate Maximum Principal Amount and/or any Individual Maximum Principal Amount.

Cosan Luxembourg's obligation to purchase Notes pursuant to each of the Tender Offers is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase under "Conditions of the Tender Offers."

Each Tender Offer is a separate tender offer, and each Tender Offer may be individually amended, extended or terminated without amending, extending, terminating or withdrawing any other Tender Offer, at any time prior to the applicable Expiration Time and for any reason, including if any of the conditions specified in the Offer to Purchase of each Tender Offer is not satisfied or waived by the applicable Expiration Time or the applicable Early Tender Date, subject to compliance with applicable law. The terms and conditions of the Tender Offers are described in the Offer to Purchase. Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.

Contact information of the Tender and Information Agent is set forth below.

This notice does not constitute or form part of any offer or invitation to purchase, or any solicitation of any offer to sell, the Notes or any other securities in the United States or any other country, nor shall it or any part of it, or the fact of its release, form the basis of, or be relied on or in connection with, any contract therefor. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase, and the information in this notice is qualified by reference to the Offer to Purchase. None of Cosan Luxembourg, the Guarantor, the Dealer Managers or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offers.

Cosan Luxembourg S.A. and Cosan S.A. Investor Relations
Av. Brigadeiro Faria Lima, 4100, 15th Floor
Itaim Bibi, CEP 04538-132 São Paulo, SP, Brazil
Tel: +55 11 3897-9797
E-mail: [email protected]

SOURCE Cosan Luxembourg S.A.