COSAN LUXEMBOURG S.A. ANNOUNCES COMMENCEMENT OF CASH TENDER OFFER OF UP TO U.S.$250 MILLION AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING U.S.$650 MILLION AGGREGATE PRINCIPAL AMOUNT OF ITS 7.000% SENIOR NOTES DUE 2027 (CUSIP Nos. 22112E AC2/L20041 AD8)

SÃO PAULO, June 20, 2023 /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 6, rue Eugène Ruppert, L-2453 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 commencement of an offer to purchase for cash up to U.S.$250 million (such amount, as it may be increased by Cosan Luxembourg in its sole discretion, the "Maximum Principal Amount") of the outstanding U.S.$650,000,000 7.000% Senior Notes due 2027 issued by Cosan Luxembourg (the "Notes") upon the terms and subject to the conditions set forth in the offer to purchase dated June 20, 2023 (the "Offer to Purchase"), for a purchase price for the Notes equal to the applicable Purchase Price (the "Tender Offer"). Capitalized terms not defined herein shall have the meaning ascribed to them in the Offer to Purchase.

The table below summarizes certain payment terms for the Notes:

The Tender Offer will expire at 5:00 p.m., New York City time, on July 18, 2023, unless extended, terminated early or withdrawn (such date and time, as the same may be extended, the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on July 3, 2023 (such date and time, as it may be extended with respect to the Notes, the "Early Tender Date") in the manner described in the Offer to Purchase, to be eligible to receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Payment, plus Accrued Interest for such Notes. If Holders of Notes validly tender Notes after the Early Tender Date but prior to or at the Expiration Time, such Holders will only be eligible to receive the Tender Offer Consideration plus Accrued Interest. Additionally, we will pay additional amounts such that the Purchase Price and Accrued Interest received by Holders after withholding tax will be equal to the amount that would have been due had there been no withholding tax.

Concurrently with the commencement of the Tender Offer, we are announcing an offering (the "Financing Transaction") of new notes (the "New Notes") to be issued by Cosan Luxembourg in reliance on an exemption from the registration requirements of the U.S. Securities Act of 1933 (the "Securities Act").

We expect to use up to U.S.$250 million of the net proceeds from the Financing Transaction to pay the aggregate consideration and the aggregate accrued and unpaid interest on the Notes validly tendered and accepted by us in the Tender Offer. Cosan Luxembourg's obligation to purchase Notes in the Tender Offer is subject to and conditioned upon the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the condition that we shall have successfully consummated the Financing Transaction and shall have received net cash proceeds from the Financing Transaction in an amount sufficient (as determined by Cosan Luxembourg in its sole and absolute discretion) to fund (i) the aggregate Total Consideration, with respect to the Notes validly tendered at or prior to the Early Tender Date, and (ii) the aggregate Tender Offer Consideration, with respect to any remaining Notes validly tendered at or prior to the Expiration Date, in each case subject to the Maximum Principal Amount and proration, plus Accrued Interest, as well as any related fees and expenses relating to the Tender Offer and the Financing Transaction. No assurance can be given that the Financing Transaction will be completed successfully. This announcement and the information contained in this announcement regarding the New Notes do not constitute an offer to sell or a solicitation of an offer to buy any New Notes.

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

Cosan Luxembourg will only accept for purchase Notes in an aggregate principal amount that will not exceed the Maximum Principal Amount of U.S.$250 million. If the Tender Offer is oversubscribed, the amount of Notes purchased by us from a tendering Holder will be subject to proration as described in "Principal Terms of the Tender Offer—Maximum Tender Offer: Maximum Principal Amount and Proration" in the Offer to Purchase. Cosan Luxembourg reserves the right, but is under no obligation, to increase the Maximum Principal Amount at any time, subject to compliance with applicable law, which could result in the purchase of a greater aggregate principal amount of Notes in the Tender Offer. If Cosan Luxembourg increases the 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 increase the Maximum Principal Amount.

The Early Tender Date is the last time and day for Holders to tender the Notes in order to be eligible to receive the Total Consideration. Payment for the Notes that are validly tendered and not validly withdrawn prior to or at the Early Tender Date and that are accepted for purchase may be made, at Cosan Luxembourg's option, on the date referred to as the "Early Settlement Date." The Early Settlement Date, if it occurs, is expected to be on the second business day after the Early Tender Date in respect of such Tender Offer. It is anticipated that the Early Settlement Date, if it occurs, will be on or around July 6, 2023.

If the Early Settlement Date occurs, payment for the Notes that are validly tendered and not validly withdrawn after the Early Tender Date and prior to or at the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." If no Early Settlement Date occurs, then payment for all the Notes that are validly tendered and not validly withdrawn at any time prior to the Expiration Time and that are accepted for purchase will be made on the Final Settlement Date. The Final Settlement Date will be promptly following the Expiration Time in respect of the Tender Offer. It is anticipated that the Final Settlement Date will be on or around July 20, 2023, the second business day after the Expiration Time.

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.

The Tender and Information Agent for the Tender Offer is D.F. King & Co., Inc. Additional 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 Offer is 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 Dealer Managers or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Tender Offer.

The New Notes referred to herein have not been and will not be registered under the Securities Act, or any state securities laws of the United States, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. We have no intent to register any such securities in the United States or any other jurisdiction. The New Notes will only be offered in the United States to qualified institutional buyers under Rule 144A under the Securities Act and outside the United States to non-U.S. persons under Regulation S under the Securities Act.

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, Brasil
Tel: +55 11 3897-9797
E-mail: [email protected].br

SOURCE Cosan Luxembourg S.A.