Cosan S.A. ADS

Good morning everyone and thank you for waiting.

Welcome to COSEN's third quarter 2024 earnings conference call. For those who need simultaneous interpretation, we have this feature available on the platform. To access it, simply click on the interpretation button via the globe icon at the bottom of the screen and choose your preferred language, English or Portuguese. For those listening to the conference in English, there is an option to mute the original Portuguese audio by clicking on Mute Original Audio. Please note that this conference call is being recorded and will be made available on the company's Investors Relations website at .com.br. You can also download the presentation, including the English version in the chat icon. During the company's presentation, all participants will have their microphones disabled. Following the presentation, we will begin the Q&A session.

We

would like to highlight that the information provided in this presentation and any statements that may be made during the conference call regarding business outlook, projections and operational and financial targets of COSEN are based on the company's management beliefs and assumptions, as well as information currently available. Forward-looking statements are not performance guarantees. They involve risks, uncertainties and assumptions, as they refer to future events and therefore depend on circumstances that may or may not occur. Investors should understand that general economic conditions, market conditions and other operational factors may affect COSEN's future performance and lead to outcomes that differ materially from those expressed in such forward-looking statements.

I

will now turn the call over to Mr. Rodrigo Araújo. Hi everyone.

Good morning. Thank you for joining us in our earnings call for the third quarter of 2024. Starting here with management priorities, I think that's something that we've been reinforcing over time. The fact that we're focused on being quite disciplined in terms of capital allocation and looking at improving leverage by doing liability management and portfolio management at COSEN, especially to navigate this higher interest rate scenario. We continue to be focused on the execution of what we have in the portfolio, continuing to deliver the expected results from the business plans of the different businesses. Of course, always with high safety standards and focused on developing our talent pipeline. And on this quarter specifically, it's relevant that we had a lot of different movements in management positions within the group. And they were clearly supported by the pipeline of executives that we have internally and have been developing over time. And I think that it shows the ability that we have to have people ready to occupy different positions within the group and to have management positions occupied by people that are being developed internally. And also it's important to highlight that we continue to support the agenda of contracted growth, investing in the opportunities that we have in the different structural projects of the different businesses within the group. In terms of portfolio management and liability management this quarter, first I will highlight in COSEN the fact that we amortized the ventures, our logger ventures that we announced last quarter. So basically taking out all of the amortizations from 24 to 26. We also recently issued the ventures in the domestic market in Brazil to support the liability management of our 27 bonds that are still outstanding and become callable at par January 25. In terms of portfolio management, in Compass we completed the acquisition of the control of Compagas, the natural gas distribution company in the state of Paraná in Brazil. We also concluded the sale of Norgas, basically relevant portfolio management with inflows that support the growth of Compass portfolio. In MOVE we concluded the acquisition of Pax Group that brings important flexibility in terms of industrial operations for MOVE. And in Rada we concluded the sale of Vista Alegre farm. Looking at the highlights of the Q3-24, first we look at the EBITDA under management that is aligned with the Q3-23. We also had positive net income of around 300 million reais comparing to a little bit over 600 in 2023. Basically the main differences are the impact of the dividends from Vale that we received in 2023 and we accounted for Vale back then at fair value. And now we have the equity pick-up method. And also in this quarter we have the impact, the negative impact of the TRS, of Cozan's shares in Cozan. In terms of safety metrics, we see a slight increase compared to the second quarter of 24. Basically we had a quarter with a higher number of accidents in the third quarter. Of course we continue to be very focused on having the highest safety standards and improving our safety metrics. We continue to be within the acceptable level and even though we're focused on reducing any incidents or accidents, we still have our safety metrics within the acceptable levels. Looking at dividends received this quarter, slightly above 300 million reais, net debt basically flat compared to Q2, 21.7 billion reais, and our debt service coverage ratio of 1.2 times in the last 12 months, slightly below Q2-24. Looking at the portfolio and the results of the different businesses, starting with Humu, we had higher volumes transported in Humu with higher tariffs as well, which resulted in higher margins in the third quarter. We also gained market share in the Port of Santos. We had an important quarter in terms of operational results in Humu. Compas increased the volume of natural gas distributed and we also have the progress of edge operations. We continue to connect new consumers in the open natural gas market in Brazil. So we had the recovery of volumes and the progress of edge operations resulting in a stable EBITDA, Q1Q. We also had in Move, even though we had the lower volumes of this quarter, we continue to have the product mixed and commercial strategies supporting our EBITDA increase. We had 9% EBITDA increase Q1Q in Move. In Hadar, even though the results of the lease of agricultural properties were in line with last year, we had lower EBITDA mainly because last year we did the appraisal of the land in the third quarter. This year we expect to have the appraisal occurring in Q4-24. So that's the difference between quarters. In Haiizing, we had the impacts of drier weather and fires reducing the sugar cane crushing levels for this quarter. And we also had lower ethanol prices impacting the companies EBITDA for this quarter. This was partially offset by better results in the sugar business. And we also had the contribution of Vali to our EBITDA through the equity pick-up method of around 500 million reais. So looking at the EBITDA under management, we came from 8.1 billion reais in 23 to slightly above that 8.2 billion reais in 24. Finally, looking at our debt profile and our financial metrics, as we mentioned, you see that the net debt was slightly above Q2, 21.6 to 21.7. We also had Vali's shares appreciating slightly Q1Q, 11.3 billion reais. And we also had our interest coverage ratio reducing slightly from 1.3 to 1.2 times for the last 12 months. In terms of the maturity profile, the amortization profile, you can see that we've already tackled all the amortizations that we had from 24 to 26. And we are currently doing a local debt capital market transaction in Brazil to do the liability management of the 27 bonds. They become callable at par January next year. So the next target in terms of liability management, especially comparing to last year, you see that we improved the maturity profile to 6.4 years. And the average cost, we've been able to reduce the average cost to CDI plus 1.37. So we've been able to navigate the favorable debt capital scenario in Brazil to not only lengthen the maturity, but reduce the spreads at the same time. Finally, looking at our cash flow for the peer, the main highlight is the fact that we ended up the second part with a higher cash balance. That was mainly because we liquidated the venture transaction in Brazil in the end of the quarter and we only prepaid the RLOG, the ventures during the third quarter. So this 1.2 billion reais of liability management happened during the quarter. So basically, that's the main reason for the cash balance to come down from 3.9 billion to somewhere around 2.5 billion reais. So thank you very much for joining our call for the third quarter. And we're going to move on to our Q&A session.

Thank you.

We will now start the Q&A session with Nelson Gomes, Rodrigo Araujo and Fernando de Tinello. To ask a question, you must click on the raise hand icon at the bottom of the screen to enter the queue as your name is announced. A request to enable your mic will appear on the screen. You should accept it to ask your question. We ask you to ask at most two questions. Participants in English, questions should be asked in writing in the Q&A box. Our first question is from Isabela Simonato.

Please, your microphone will be enabled. You can proceed. You can ask your question.

Good morning,

Nelson. Rodrigo, thank you very much. Nelson, I'd like to take this opportunity since you're here, considering the changes that were announced, the management changes. I wish to understand the context in which that takes place. It is relatively clear, but more than that, I'd like to hear how you see Raizen as we speak. Apparently, when we look at all changes, there is a greater focus on Raizen because of your transfer. What

can we expect

from Raizen under your management? Thank you.

Good morning,

Isa. Thank you for the question.

What we have

noticed from the market

coincides

with our motivation to promote that change. We noticed over the past few months a clear need for a change or an adjustment in Raizen's portfolio and the way Raizen is conducting its business recently. That's why we made the decision to make that change, to promote the change not only of the CEO, but also the CFO, so that we begin a new phase on

how to

manage that Raizen portfolio management. Looking at the context to your question, what is my perception? It

is

that over the years we moved away from our current business.

We

created a number of peripheral initiatives that over time stole the attention of management, growing the structure, making the structure perhaps way too complex for the market to understand all the revenue sources in our portfolio. We now enter into a post-investment phase to make sure that the investments made will have an appropriate return to investors and that we should return to Raizen, a focus to its core business as it deserves. So we will focus on mobility and sugar and ethanol and the peripheral activities will be treated as we deem needed over the next months and years. Yes, so it is a change. It was a need perceived by Cozan and Shell. It is important to mention that to your question, the change was made in common agreement with the Shell partner.

This is

my last call with you as Cozan. Starting now, I will meet you at the Raizen calls starting next quarter. Excellent. If I may ask a follow-up question.

What do you consider

peripheral activities?

And

E2G, it has been a major investment made by Raizen with the potential returns and benefits, but it has required a lot of capital. Where does it fit in that focus on your core business? E2G is part of core like sugar and ethanol.

So

right now we have two plants in operation, Coppi and Bonfin. Coppi was the first one. Bonfin that has been operating for almost 12 months. We have two plants that will be commissioned starting this week

and two

plants that are under construction.

At some point we

will re-discuss and reassess E2G. But plants under commissioning today, Barra and Univale, and those under construction, Gaza and Vale do Rosário, will be concluded. And as I said, my work there will be to make all those investments made in the past few years, which includes obviously E2G. Well, we have to make sure that those returns will go back to shareholders right now. No decision has been made about the continuity of E2G expansion. It is now time to conclude those two plants that are under commission to operate well, to conclude those that are under construction within the deadline and within budget. And then

assess

a possible decision for other plants or not.

Thank

you very much.

Our next question from

Thiago Duarte from BTG. You can ask your question.

Thank you. Good morning.

Nelson Rodrigo.

I would

like to discuss the debt service coverage ratio. When we look at the dividend sources in the past 12 months, I

think it draws more attention to the very strong impact of the COMPAS,

including with the capital reduction.

Assuming

that this type of event will not occur, and imagining that the dividends from other operations will not be very different with the current levels of interest rates, it seems that that ratio will drop even further in the future quarters. So my question to you is, do you believe that this is a realistic scenario that I'm assuming?

And what is the degree, not discomfort, but

what is the level of this coverage ratio

that

will generate more discomfort?

There are

different levers that have been discussed a few times in the calls. The possibility to generate inventory returns, but to improve those numbers. I wanted to understand the debt service coverage ratio that makes you more comfortable.

Thank you for the question.

Good morning. I'll start

to your

first point about dividends and the increased dividends. At the end, you talked about the profile of our liability to match the duration of our debt with the capex cycle of the business. This is something we did over the year. Over time, we expect the maturity of our business capacity to increase in dividend payments as we had at complex after a relevant capex cycle. But we know there is a limit for that to happen. Being quite pragmatic to your question, your vision is correct. Our ratio is closer to the number this quarter, perhaps a little below. So your analysis is correct. Assuming that we are not going to take any measure, that point is important. Our focus in having speed, in having portfolio management of Gozan will be aligned with that. We conducted the first phase, which was to adapt the profile that is the profile that will give us the necessary time for the maturity of portfolio management to take place. As you said,

we

had all the liability management for twenty four, twenty six. We will now do for twenty seven and then twenty eight. But you are correct. We have a sense of urgency that we need portfolio management to enter into a healthier level and an organic level, something we can carry without depending on extra ordinary dividends of the businesses. The sense of urgency to us is clear, Thiago. More than a minimum, I think the sense of urgency is already there. We look a lot more at the optimum level. As I said, between one point five and two is what we should look at as ideal. More than thinking of a minimum.

So

I think the sense of urgency is clear on our side and we're working on that. Thank you for the question.

Super clear,

Rodrigo. Thank you very much. And as far as what can be done with the portfolio, you are not pointing to any direction as yet.

Well, you know

that we've been working on options. Obviously, some of the businesses where we have a greater stake, we have more flexibility to do portfolio management, maintaining control and capturing a relevant part of the upside. Marcelo alluded to this recently. One of our priorities, Thiago, is to do that without jeopardizing the quality of the final portfolio. So to look at a portfolio mix that after management

will

be OK. This is relevant. The sense of urgency is there. We have alternatives. We have different alternatives on the table,

but

we don't want to adopt something that will make the quality of our portfolio worse. Super clear. Thank you.

Our next

question. UBS. Good morning, Rodrigo. My first question is more conceptual. I apologize if it's way too philosophical. What does it mean to be in the Cozan group for subsidiaries? How does Cozan contribute at the board level only in practice? What does it mean when you say that you support the growth agenda of your businesses and to see how Cozan monitors projects, results, the strategy of subsidiaries, or if part of Nelson's scope so far was to monitor the CEOs of subsidiaries or the structure within Cozan that is responsible for that monitoring? More process and flow. That was it. Thank you. Mateus, this is Nelson. I'll try and answer. This is part of our daily life. What does it mean for a company to be part of Cozan's portfolio? Well, access to a management model, a culture and a way of doing business.

We

still believe it's irreplicable in the market. We had more successes than failures assessing the last few years, and we will keep on looking for more successes than failures moving forward. So challenges will always exist. I think my role so far at Cozan and Marcelo's moving forward is not to demand the subsidiaries, but to be close to them, to build together, and to look for opportunities to unlock value as we did with most of our portfolios so far. If we look at our track record of all assets that we acquired over time, in the vast majority, we significantly unlocked value, which allowed us to follow this trajectory of acquisition over the past 15 or 16 years ever since I joined the group. So

that's

what it means. But to me, most importantly,

my first

answer to be part of a management model, a culture, a way of doing business that unlocks value to shareholders.

If I may

ask a follow up question. So

maybe,

when

did it happen? How did you come to

the conclusion that perhaps Raizan needed change? Just to understand how that decision was made, how that discussion took place. The timing. I'm sorry, the question is perhaps way too philosophical. I just wanted to understand the thought process. But

thinking about the general process, how was it during the years?

There

is no right or wrong to that question,

but over

the past few months,

what

we noticed, as I said, when I answer Issa's question, always analyzing with our partner Shell, we felt a need to adjust the course. And once we came to the conclusion it was necessary, we made that decision swiftly and effectively, making the necessary changes in common agreement with the two shareholders. It is a natural assessment and we do it continuously with all our businesses. And with Raizan, it was time to change at the end of a cycle. But we deemed necessary to make a quick change.

Because the

shareholders felt the need to make that change. Thank you.

Our next question

is from Monique Grigo from Itaú. You can ask your question. Good morning, Nelson, Rodrigo, Fernando. Thank you for the opportunity to ask a question. I'll ask two. One about Vale, if you can share with us

an update about

the investment in the company, the main expectations about the performance of that investment in the near future. The other question is about move and compact. How are you reconsidering the possibility for an IPO of those businesses, considering the challenging market context? What are the alternatives that are on the table today for future transactions for move and compass?

Good morning,

Monique. Thank you for the questions. I'll start with Vale and then Nelson can chime in. As for Vale, we had some important moves recently, a successful succession process. The beginning of a management focused on some points we consider to be important to unlock and generate value at Vale.

So we believe

we can create value in their process and we see events that we consider to be important to unlock value in the company. Obviously, we monitor the macro scenario. What will happen or is happening in China? That's also an important indicator for us to monitor over time.

But there is no change about our perception.

It's always important to reinforce that the asset is liquid.

We are

happy with what we are being able to deliver in terms of value creation, but the asset is liquid. It's something that we monitor constantly. So that's the current status. Monique, as to move and compass for different reasons and different times,

we

decided not to move on with the IPO. This decision is never easy, but in the case of Compass in 2021, when we made the decision not to go ahead, at the end it was the right decision because we ended up having two rounds of private placement that brought a greater valuation of the company. That's why we decided not to follow with the IPO. In the case of Move, besides the deterioration of the domestic scenario by foreign investors, the quality of the book didn't please us. It was short-term and

therefore because

of those two reasons we decided not to move ahead, which doesn't mean to say that over the next months and years we will not have an opportunity of liquidity like private placement. We don't rule out private placement opportunities with Compass or Move. On the other hand, it has to be at the right valuation for us to go ahead with that. A specificity at Move is that we clearly notice CVC's desire, our partner, to exit. There is no hurry in that regard because the business is performing very well. But at some point

CVC

might wish to exit.

We will

be looking for liquidity events for both companies but at the right valuation.

Thank you. Our next question is

from Bruno Goldman.

Good

morning. Thank you. I have a follow-up question to Rodrigo's comment. Ons, your debt, re-profiling, you're issuing debt at attractive costs. Can you comment on those conversations with investors, debt investors? I ask that because the equity market seems to pressify a certain level of stress. What has been the feedback of your investors in the issuance of debt? Because the debt market seems to be more concerned than the equity market with the current situation of the company. Could you make a comment on that? Good morning, Bruno. Thank you for the question. Overall, what we see clearly is a different behavior of the debt market versus the equity market. Not only to

resources

flow, we have a large flow of resources in the market being directed to the credit market in Brazil. But also because of higher interest rates. So that's constructive. We always

look

at that. We analyze comparable costs in reals, in BRL, and we see the local market today more interesting than the international market at different times. So overall, that's it. As for operations, we conducted two operations of reasonable size recently.

And we

see an ability to execute operations. We are focused on liability management.

So there is an

allocation rotation in credit as well, but we haven't seen any type of restriction. We've been very successful in executing our operations. Thank you for the question. Thank you. Have a good day.

Next question

from Falanga from Bradesco.

Thank you for taking

my question. My first question goes to Rodrigo. I wish to know if the US election somehow affected your liability management for 2027 that you were working on. My second question.

I should

have asked it at Compass,

but Congressman Laercio

has worked intensely to approve gas release. I wanted to understand how you see that opportunity of a gas release to add, should it be approved? Thank you.

Good

morning, Vicente. Thank you for the question. I'll start with the first, and Nelson will talk about Compass, about the US elections affecting liability management. We didn't see that. Not only because of the US election, but because of a number of factors. The year was very volatile in the interest rates in the US. Going back to what we did from the very beginning of the year, the issuance we made in January was Treasury 10 years at 410. Three weeks after, the 10-year Treasury was 470. Two weeks after, it was 380, and now it's 450. So it was volatile, not only because of the US election, it was volatile this year in

the

US market overall. But the operation we conducted, we were looking at comparable costs, and the impact of the US election was null. Before the operation, we already saw lower costs to conduct the operation in the domestic market, and that didn't change. So there was no direct impact of the US election.

Vicente,

with regards to gas release, we always advocated that

the major

lock for the price of gas to be more competitive in Brazil was the absence of supply.

Throughout our work

since CONGAS, was to generate opportunity so that we can have more gas supplied to Brazil. And gas release is nothing but

a

generation source to supply gas to the country.

This makes

the market move.

This will have

more gas available in the market, and availability will make gas more competitive. So that type of initiative on the part of the government or the Congress has our support. It is in the right direction for a more open and competitive gas market and more abundant supply. So it does have our support.

Thank

you, Rodrigo and Nelson.

Our next question comes

from Regis Cardulli.

Hello, guys.

Good morning. Thank you for taking my question. I joined the call a little late. I apologize if that question was already asked. Nelson and Rodrigo, what was the motivation to change the management team? And Nelson,

what type

of strategic change do you believe would be necessary at Raizan? Regis, good morning. This is Nelson. Thank you for the question. That was the first question of the call asked by Issa. I'll try and summarize the answer. But if you want to follow up with our team, we can clarify that. But the motivation comes from a need identified to adjust the route in one of our companies, which is Raizan. And when we identified that need to adjust the course, we analyzed our resources available and we allocated to Raizan what we imagine had the best fit at the moment. I emphasized in my answer to Issa

that

this was a decision made between the two partners, the shareholders, Cozan and Shell. And once that decision was made, we implemented that swiftly.

So

in a nutshell, this is what I answered. There were some questions along those lines. Thank you. I'll listen to the recording later.

The Q

&A session has been concluded. I turn it over to Nelson Gomes for his final thoughts.

As I said at

the beginning of our Q&A session, this is my last call as Cozan. I want to thank you all for the constructive relationship we've had, all our debates and conversations over 2024. While I was ahead of Cozan, I wish to thank our internal team

that

helped us build this new way of working with the market over the year. The whole team of our businesses that contributed

for us to truly have a Q

&A focused on each business. So the beginning of the earnings calls helped us

clarify our

gas business.

So

it was a continuous evolution over the years. So I have to thank all of you listening to us, all of you with me in this journey.

I also, since Marcelo

Martins just entered the room, I wish Marcelo all the success. I want to thank Marcelo for the time

at the board at Raising where we made

tough but right decisions. And again, I wish Marcelo and the team success in this new phase at Cozan. And I'll see you at the next call across the bridge at Raising. Marcelo, over to you. Thank you, Nelson.

We all

know

each other. I want

to thank Nelson for this enormous contribution he made to the group. As CEO of Cozan, as you know, Nelson has been with us for nearly 16 years. He did an outstanding job. He gave very important contributions to the company during that period. And

I

think he is taking on a significant challenge in the group, which is the CEO of Raising. He was undoubtedly the right person for that. All the moves were a consequence of the decision to place him there because we believe that he not only knows the group, but Raising at depth.

He knows exactly what needs to be done. He is incredibly talented at forming

teams. He's taking part of the team with him. He can make not only important strategic changes at Raising, but Nelson has proven to be a major leader and cultural influencers in the companies he was ahead of. And he will do the same at Raising. I want to thank him for his contribution so far. I wish him luck. I'll be with him in this journey with Raising. And we will continue in our communications as of next quarter. Thank you. This Q3 earnings call for Cozan is over. Our department for Investors Relations is available to take questions. Have an excellent day.