FS LUXEMBOURG S.À R.L. ANNOUNCES CONSENT SOLICITATION

SÃO PAULO, June 24, 2022 /PRNewswire/ -- FS Luxembourg S.à r.l. (the "Issuer"), a wholly-owned finance subsidiary of FS Agrisolutions Indústria de Biocombustíveis Ltda. (the "Guarantor"), announces that it has commenced a solicitation of consents (the "Consent Solicitation") with respect to its outstanding US$654,176,000 aggregate principal amount of 10.00% senior secured notes due 2025, issued by the Issuer and guaranteed by the Guarantor (the "Notes"), for the adoption of proposed amendments (the "Proposed Amendments") to the indenture governing the Notes. The Proposed Amendments seek to, among other matters (i) allow one or more affiliates of the Guarantor to provide a "Guarantee" on the Notes and to become a guarantor of the Issuer's obligations under the indenture, (ii) amend the definitions of "Parent Entity Expenses" and "Capitalized Leased Obligation," (iii) make clarifying changes to the definition of "Permitted Investments" and to the exception to the limitation on indebtedness covenant and (iv) amend the clause with respect to "Restricted Payments," in each case as more fully set forth in the Consent Solicitation Statement, dated June 24, 2022 (as amended or supplemented from time to time, the "Statement").

The Consent Solicitation will expire at 5:00 p.m., New York City time, on June 30, 2022, unless extended or earlier terminated by the Issuer in its sole discretion (such date and time, as the same may be extended, the "Expiration Date").

Only holders of the Notes as of 5:00 p.m. (New York City time) on June 23, 2022 (such date and time, including as such date and time may be changed by the Issuer, from time to time, the "Record Date") are entitled to deliver consents to the Proposed Amendments pursuant to the Consent Solicitation. If the Holders of a majority in aggregate principal amount outstanding of the Notes (the "Required Consents") validly deliver Consents to the Proposed Amendments on or prior to the Expiration Date and do not validly revoke such Consents prior to the Revocation Deadline (as defined below), it is expected that the Issuer, the Guarantor, the trustee and the collateral agent will execute an amended and restated indenture (the "Amended and Restated Indenture") effecting the Proposed Amendments (such time, the "Consent Effective Time"). The earlier to occur of the Consent Effective Time and the Expiration Date is referred to as the "Revocation Deadline." The Amended and Restated Indenture will be effective and operative immediately upon execution thereof as to all Holders at the Consent Effective Time, whether or not a Holder delivered a Consent.

In the event that the Consent Effective Time has occurred, the Issuer will pay in cash, on the settlement date, which is expected to be two business days following the Expiration Date, a consent payment of US$10 per US$1,000 principal amount of Notes that represents the Consents validly delivered on or prior to the Expiration Date and not validly revoked prior to the Revocation Deadline.

The Issuer reserves the right to modify the Statement and the terms and conditions of the Consent Solicitation or to terminate the Consent Solicitation at any time.

Morgan Stanley & Co. LLC is acting as solicitation agent in the Consent Solicitation, and can be contacted at its telephone numbers set forth on the back cover page of the Statement with questions regarding the Consent Solicitation.

Copies of the Statement are available to holders of Notes from D.F. King & Co., Inc., the information agent, tabulation agent and paying agent for the Consent Solicitation. Requests for copies of the Statement should be directed to D.F. King at +1 (800) 714-3310 (toll free), +1 (212) 269-5550 (collect) or [email protected].

Under no circumstances shall this press release constitute a solicitation of consents to the Proposed Amendments to the indenture. The Consent Solicitation is not being made to, nor will the Issuer accept deliveries of consents from, holders in any jurisdiction in which the Consent Solicitation or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

This press release contains forward-looking statements. Forward-looking statements are information of a non-historical nature or that relate to future events and are subject to risks and uncertainties. No assurance can be given that the transactions described in this press release will be consummated or as to the ultimate terms of any such transactions. Neither the Issuer nor the Guarantor undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.

This press release must be read in conjunction with the Statement. This announcement and the Statement contain important information that must be read carefully before any decision is made with respect to the Consent Solicitation. If any holder of Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Consent Solicitation. None of the Issuer, the Guarantor, the solicitation agent, the information, tabulation and paying agent, or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Consent Solicitation.

SOURCE FS Luxembourg S.à r.l.