FAQ

1. Questions frequently asked by first-time investors:
a. What should I do to invest in Cosan or the group companies?

To invest in Cosan’s shares at B3, please implement the following steps:

  • Open an account with a broker of your preference. To find an authorized broker, please access the B3’s website: b3.com.br > Products and Services > Participants > Find Participants > Find Brokers
  • Transfer the amount you would like to invest
  • Access your broker’s platform (home broker) and select the respective option
  • Submit your purchaser order through the asset code, for example, “CSAN3” is the Cosan’s common share at B3. Then, define the price and number of shares
  • Upon execution of the purchase order, the shareholder is responsible for the transaction costs and related fees
  • Your broker will be responsible for the intermediation of the negotiations between you and the market, as well as the execution of the purchase/sales orders of the shares when requested
b. What is ticker symbol and what is the Cosan’s ticker symbol?

“Ticker symbol” is a group of letters and/or numbers that identifies the share at the stock exchange. The codes for trading the Cosan’s shares are the following:

 

São Paulo Stock Exchange – B3:

  • CSAN3 – common shares;
  • CSAN3F – common shares in the odd-lot market (number below the lot of 100 shares);

New York Stock Exchange – NYSE:

  • CSAN – ADRs (American Depositary Receipts).
c. What is the standard lot of the CSAN3 shares?

The standard lot corresponds to 100 common shares of Cosan S.A.

d. What is the difference between dividends and interest on capital (JCP)?

In Brazil, in accordance with the Brazilian Corporate Law (64040/76), any publicly-held company must distribute to its shareholders at least 25% of the net income through dividends or interest on capital. When purchasing a share, the investor becomes the owner of part of the Company and, therefore, is entitled to the right to receive a portion of the accrued income. The dividends are fully received by the investor, that is, are net of income tax (IR), as the Company has already paid the taxes on income.

In relation to interest on capital, the shareholder pays the withholding income tax of 15%. The companies are authorized to pay interest on capital at the Long-term Investment Rate (TJLP), and the value distributed in recognized as finance costs in the Company’s profit or loss. Therefore, the Company reduces the taxable income, which decreases the income tax payable by the Company.

e. What is date “ex dividend”?

It is the cutting date in the process for distribution of dividends whereby the shares are traded and not entitled to the receipt of dividends by the shareholders. The date “ex” is always disclosed through the “Notice to Shareholders”.

f. What is the Investor Relations area?

It is the cutting date in the process for distribution of dividends whereby the shares are traded and not entitled to the receipt of dividends by the shareholders. The date “ex” is always disclosed through the “Notice to Shareholders”.

g. What is the Investor Relations area?

It is the area responsible for the transparent and effective communication between the Company and its investors.

Cosan’s Investor Relations area is composed of qualified professionals who are able to clarify the doubts and help with the requests of shareholders, potential investors and capital market analysts, by proving transparent, safe and comprehensive information. The Company continuously updates the Investor Relations’ website (ri.cosan.com.br), including a specific channel available to any interested person, and holds events, such as the annual investors’ meeting, teleconferences for disclosure of the quarterly earnings in two languages, national and international roadshows, one-on-one meetings and participates in events and meetings with the main financial institutions to hold the investors’ meetings.

h. How could I contact the Cosan’s Investor Relations area?

Click here to access our page “Contact IR”.

j. How could I frequently receive information from Cosan?

Sing up in our mailing to receive all our communications by clicking here.

2. Questions frequently asked by the holders of the common shares of Cosan S.A. (B3: CSAN3):
a. Which is the depositary bank of the Cosan’s shares?

Itaú is our depositary bank of the common shares. For further information, please click here.

b. How could I receive information on shareholding position, updating of registered data and receipt of dividends of the Cosan’s shares?

Any information may be provided by your broker and/or Banco Itaú. Click here to get in contact.

c. I have not received the Earnings Report, what should I do?

If you have not received your Earnings Report, please contact Banco Itaú, the Company’s custodian. Click here to get in contact.

d. What are the Cosan’s shareholders’ rights?

The Cosan’s shareholders are entitled to all rights attributable to the common shares, according to the Company’s Bylaws, Brazilian Corporate Law and Novo Mercado Regulation, such as:

  • voting right at the Shareholders’ Meetings, in which case each Cosan’s share is entitled to one vote;
  • preemptive right, proportionally to the number of shares held, in the subscription of new shares, convertible debentures and subscription bonus issued by the Company, according to the legal term for exercise of such right;
  • right to receive mandatory minimum dividend, under the terms of article 202 of the Brazilian Corporate Law.
e. How could I attend to the Cosan’s Shareholders’ Meeting?

According to the Brazilian legislation in force, the publicly-held companies must hold the meetings in person, by electronic means or by combining both methods, without prejudice to, in any case, to the use of the remote vote form as a way to exercise the voting right.

At each ordinary or extraordinary shareholders’ meeting, we will disclose the call notice, under the terms of article 124, of the Brazilian Corporate Law, and CVM Instruction 481/2009, to inform the shareholders the date and the place of the respective meeting, agenda, voting instruction and how the meeting will be held.

f. When the shareholders received the last payment?

To access the history of payments to the shareholders, click here.

g. Does Cosan have a share repurchase program?

For further information on the Company’s Share Repurchase Program, click here.

3. Questions to the holders of ADSs of Cosan S.A. (NYSE: CSAN):
a. What is ADS (American Depositary Shares)?

It refers to a receipt that represents the shares issued by the companies that are not domiciled in the United States of America. In practice, the ADS is a tool used by the investors trading in the US stock exchanges to acquire the shares owned by foreign companies. When purchasing the ADS, the investor is not necessarily purchasing the share of a specific company; however, notes representing the shares. The ADSs are quoted and traded in US dollars and, in relation to S.A., are listed in the New York Stock Exchange (NYSE).

b. What type of company issues the ADS?

The issuers of ADSs are normally large companies that seek to increase the access to the international capital market. Any company outside the United States of America that intends to increase its company and liquidity is authorized to issue the ADSs.

 

c. What is ADS ratio?

The ADS may represent one, more than one or a fraction of a share. The ratio between the ADS issued and the share is denominated ADS ratio. In relation to Cosan, each ADS issued is equivalent to one common share (1:1 ratio).

d. As a national investor, could I invest in ADSs?

Yes. However, to purchase and sell your ADSs, the investor must have an account overseas.

e. What is the depositary bank of the Cosan’s ADSs and what is its function?

The depositary bank of our ADSs is J.P. Morgan Chase Bank. The financial institutions that exercise such activity are responsible for all services relating to the issuance and transfer of the shares to a DS program (Depositary Shares). The bank is responsible for all services available to the shareholders, from the registry to the payment of dividends in US dollars.

f. How could I know the number of ADSs I have?

The holds of ADSs must contact J.P. Morgan Chase Bank through the following channels:

Telephone:

1-800-990-1135 (United States of America or Canada); or

1-651-453-2128 (investors outside United States of America and Canada)

E-mail:

Access https://www.shareowneronline.com/informational/contact-us/ (page in English only). For general information on the ADSs, please access ADR.com.

4. About Cosan:
a. What are the businesses and the companies that comprise the portfolio of Cosan S.A.?

Cosan has a very diversified portfolio of assets and operates in the electric and logistics segments, which segments are strategic and essential for the development of Brazil. Our Group is composed of the following companies: Raízen (fuel distribution, production and sale of sugar, ethanol and electric energy), Compass (infrastructure, distribution and sale of natural gas), Moove (production and distribution of lubricant oils) and Rumo (logistics transportation).

b. What are the rating agencies that evaluate the Group risk?

Currently, the rating agencies that assess Cosan are: S&P, Moody’s and Fitch. Section “Debt and Ratings” describes the Group’s consolidated debt structure, as well as our leverage levels and the last ratings of each agency.

Click here for further information.

c. How often the Group’s financial information is disclosed?

The Group’s confidential and audited financial information is disclosed to the market on a quarterly basis, according to the rules and terms determined by the Brazilian Securities and Exchange Commission (CVM) in Instruction 480, of December 7, 2009.

d. Where could I find information on the financial and operational results disclosed by Cosan?

To access all our financial and operational reports, visit our Financial Results, clicking here. This section includes our financial statements, presentations and earnings releases, among others.

5. Corporate Reorganization
a. What was the Group’s corporate reorganization?

The Cosan Group’s corporate reorganization, approved on January 22, 2021, at the Extraordinary Shareholders’ Meeting, comprised the merger of the companies under common control, Cosan Limited and Cosan Logística, into Cosan S.A., which became the Group’s sole holding. Click here for further information on the reasons and benefits of the transaction to the Company.

All documents submitted to the market during the process, in chronological order, are available here.

b. What were the exchange ratios of the mergers?

The exchange ratios for each Cosan S.A.’s share were 0.772788 and 3.943112 shares of Cosan Limited and Cosan Logística, respectively. These ratios were determined by independent committees implemented by the respective Board of Directors and were composed of non-management professionals of the companies, without dependency or conflict of interest, and with recognized technical capacity to analyze, discuss and negotiate the fair value of each company involved in the transaction.

c. Upon approval of the transaction, what are the next steps?

Upon approval, the 30-day term begins to be counted for the exercise of the Withdrawal Right by the Cosan Logísitca’s shareholders, effective through February 23, 2021, inclusive. After such date, Cosan’s Board of Directors will meet to confirm the capital increase and the number of shares issued for the merger of Cosan Logística. Therefore, the companies will jointly disclose a Material Fact to the market to inform the following:

  • the completion of the transaction before B3, which will be the cutting date on which the shareholders of, on the closing of the auction, the shares issued by Cosan Logística will receive the shares issued by Cosan to replace the shares issued by Cosan Log, in accordance with the previously established exchange ratio (see “What were the exchange rations of the mergers?”);
  • the termination date for the trading of the shares issued by CZZ and Cosan Log at NYSE and B3, respectively;
  • the date for the credit of Cosan’s new shares on behalf of the shareholders of CZZ and Cosan Log.

In addition, as part of the merger of Cosan Limited, Cosan will implement the program of the ADSs that will be listed in The shareholders of Class A shares issued by CZZ will receive one ADS for one (1) common share issued by Cosan. Following the merger, any holder of ADSs may cancel the ADSs and receive the equivalent number in duly issued and paid common shares. The CZZ’s shareholders that declared the interest in such replacement within 15 consecutive days after the merger of Cosan Limited will be released from the payment of the cancellation fee to the depositary bank.

d. Will you conduct the IPO?

Although we have not defined the schedule in this regard, we believe that Raízen and Moove will be naturally listed in the stock exchange. The corporate reorganization releases the amount currently invested in the companies comprising the Cosan Group and also allows the raising of funds through an initial public offer or subsequent offers (follow-on), which strengthens the corporate governance standards and centralizes the cash flow from operational businesses controlled and jointly controlled by Cosan.

e. I am a shareholder of RLOG, what is the withdrawal right?

The withdrawal right ensures the minority shareholders, in the event of disagreement with certain resolutions undertaken at the Shareholders’ Meeting, the right to withdraw from the Company and receive the equity value at the market prices of the shares owned.

f. I am a shareholder of CSAN, RLOG, CZZ, what actions should I take?

The Cosan Logística’s shareholders that intend to exercise the withdrawal right must declare the interest through February 23, 2021, including. The Cosan Limited’s shareholders receiving the ADSs may, within 15 days, request the cancellation of the ADRs and the receipt of the common shares not subject to the payment of the cancellation fee.

 

Last update: March 17, 2021