Cosan S.A. Announces Expiration and Receipt of Requisite Consents with Respect to Consent Solicitation for Notes due 2029

SÃO PAULO, May 2, 2022 /PRNewswire/ -- Cosan S.A. ("Cosan") announced today the expiration of its previously announced solicitation (the "Consent Solicitation") of consents (the "Consents") and receipt of the requisite Consents from holders (the "Holders") of Cosan's outstanding 5.500% Notes due 2029 (the "Notes") to effect a certain amendment to the indenture governing the Notes (the "Indenture"), as described in the Consent Solicitation Statement, dated April 25, 2022 (the "Consent Solicitation Statement").

As of 5:00 PM, New York City time, on April 29, 2022 (the "Expiration Date"), the Holders of at least a majority of the aggregate outstanding principal amount of the Notes had validly delivered and had not validly revoked Consents to the Proposed Amendment (the "Requisite Consents"). As of the Expiration Date, Cosan had accepted all Consents validly delivered pursuant to the Consent Solicitation. Accordingly, Cosan and the trustee will enter into a supplemental indenture to the Indenture effecting the Proposed Amendment (as defined in the Consent Solicitation Statement).

Cosan will pay to Holders who delivered valid and unrevoked Consents to the Proposed Amendment on or prior to the Expiration Date (as defined in the Consent Solicitation Statement) (the "Consenting Holders") an amount equal to U.S.$1.25 per U.S.$1,000 aggregate principal amount of the Notes  (the "Consent Payment") to The Depository Trust Company ("DTC") for the benefit of the Consenting Holders, subject to the terms and conditions set forth in the Consent Solicitation Statement. Cosan expects to pay, or cause to be paid, the Consent Payment on May 3, 2022 (the "Settlement Date"). No accrued interest will be paid in respect of the Consent Payment.

Citigroup Global Markets Inc. ("Citi") and Goldman Sachs & Co. LLC ("Goldman") acted as the Solicitation Agents for the Consent Solicitation. D.F. King & Co., Inc. acted as the Information and Tabulation Agent for the Consent Solicitation. Questions or requests for assistance related to the Consent Solicitation or for additional copies of the Consent Solicitation Statement may be directed to Citi at +1 (212) 723-6106 (banks and brokers) and +1 (800) 558-3745 (all others, toll free), to Goldman at +1 (212) 357-1452 (banks and brokers) and +1 (800) 828-3182 (all others, toll free), or to D.F. King & Co., Inc. at +1 (212) 269-5550 (banks and brokers), +1 (800) 967-5084 (all others, toll free) or by email at [email protected]. The Consent Solicitation Statement is available at: www.dfking.com/cosan. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.

About Cosan
Cosan is a publicly-held company incorporated under the laws of Brazil on July 8, 1966 for an indefinite term, and has businesses in strategic sectors to Brazil's growth and development, such as energy and logistics. Cosan's headquarters and principal executive offices are located at Av. Brigadeiro Faria Lima, 4,100 – 16th floor, São Paulo – SP, 04538-132, Brazil, telephone: +55 11 3897-9797. The public filings of Cosan with the SEC and the CVM (other than exhibits to such documents unless such exhibits are specifically incorporated by reference) are also available to the public free of charge through its website, https://ri.cosan.com.br/. You may also request a copy of Cosan's filings at no cost by contacting Cosan at its executive offices.

Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the consummation of the Consent Solicitation, including the timing thereof, the Proposed Amendment and the execution of the Supplemental Indenture. These statements are based on certain assumptions made by Cosan based on its management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Cosan, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements. These include risks set forth in reports filed by Cosan with the Brazilian Securities Commission (Comissão de Valores Mobiliários) and the U.S. Securities and Exchange Commission (the "SEC"). Any forward-looking statement applies only as of the date on which such statement is made and Cosan does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Cosan S.A.
Investor Relations:
Ricardo Lewin, Chief Financial and Investor Relations Officer, Cosan S.A.
[email protected]

SOURCE Cosan S.A.