CORURIPE NETHERLANDS B.V. ANNOUNCES EARLY RESULTS OF CASH TENDER OFFER AND CONSENT SOLICITATION

SÃO PAULO, Jan. 17, 2025 — Coruripe Netherlands B.V. (the “Offeror“), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands, announces the early results of the cash tender offer (the “Tender Offer“) with respect to its outstanding US$300,000,000 aggregate principal amount of 10.000% senior secured notes due 2027 (the “Notes“) issued by the Offeror and guaranteed by S.A. Usina Coruripe Açúcar e Álcool (“Usina Coruripe“), GTW Agronegócios S.A. (“GTW“), R.C.W. Agronegócios Ltda. (“R.C.W.“), S.P.F. Agronegócios Ltda. (“S.P.F.“) and V.M.W. Agronegócios Ltda. (“V.M.W.” and, together with Usina Coruripe, GTW, R.C.W. and S.P.F., the “Guarantors“). Terms not otherwise defined in this press release are defined in the Offer to Purchase.

Concurrently with the Tender Offer, the Offeror also solicited consents from holders of the Notes (the “Consent Solicitation“) for the adoption of proposed amendments (the “Proposed Amendments“) to the indenture governing the Notes (the “Indenture“), to (i) eliminate the collateral package under the Indenture; (ii) eliminate substantially all of the restrictive covenants, as well as certain events of default and related provisions contained in the Indenture; and (iii) reduce the minimum notice period to Holders in the case of an optional redemption pursuant to Sections 3.02 and 3.05 of the Indenture from 10 days to three Business Days (as defined in the Indenture).

Based on the information provided by D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation, as of 5:00 p.m., New York time, on January 16, 2025 (the “Early Tender Deadline“), holders of 92.78%, or US$278,335,000, of the aggregate principal amount outstanding of the Notes had tendered their Notes and validly delivered and not validly revoked their Consents (as defined in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated January 2, 2025 (as amended by the press release issued by the Offeror on January 8, 2025, the “Offer to Purchase“).

Because the Two-Thirds Consent (as defined in the Offer to Purchase) was obtained, the Offeror and the Guarantors, among others, expect to execute a third supplemental indenture to the Indenture (the “Third Supplemental Indenture“) effecting the Proposed Amendments; however, the Third Supplemental Indenture and the Proposed Amendments will not be operative until the Offeror pays in full the Total Consideration and applicable Accrued Interest with respect to the Notes validly tendered at or prior to the Early Tender Deadline. Adoption of the Proposed Amendments will have adverse consequences for Holders who elect not to tender Notes in the Tender Offer.

Certain information regarding the Notes and the terms and results of the Tender Offer and the Consent Solicitation, as determined as of the Early Tender Deadline, is summarized in the following table:

The Offeror expects to accept for purchase all Notes validly tendered (and not validly withdrawn) in the Tender Offer at or prior to the Early Tender Deadline and intends to make payment in cash of an amount equal to the Total Consideration plus Accrued Interest for all such Notes on or about January 30, 2025 (the “Early Settlement Date“, formerly expected for January 23, 2025), following the consummation of the concurrent real denominated loan transaction, as described in the Offer to Purchase (the “Financing Condition“), or, in any event, on the final settlement date, which is expected to be two business days after the Expiration Time (the “Final Settlement Date“). Assuming acceptance by the Offeror of all Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline, but at or prior to the Expiration Time, the Offeror intends to make payment in cash of an amount equal to the Tender Offer Consideration plus Accrued Interest for such accepted Notes on the Final Settlement Date, or as promptly as practicable thereafter.

The Tender Offer and the Consent Solicitation will expire at 5:00 p.m. (New York City time) on February 3, 2025, unless extended by the Offeror (such time and date, as the same may be modified, the “Expiration Time“). Holders validly tendering Notes and delivering Consents in the Tender Offer and the Consent Solicitation after the Early Tender Deadline and at or prior to the Expiration Time will only be eligible to receive payment of the Tender Offer Consideration, which equals the Total Consideration less the Early Tender Payment. Tendered Notes could be withdrawn and delivered Consents could be revoked at any time prior to the Early Tender Deadline (such time and date, the “Withdrawal Deadline“), but not thereafter, unless required by applicable law. The Offeror will not extend the Withdrawal Deadline.

The Offeror’s obligation to accept for purchase, and to pay for, the Notes that are validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of the following conditions: (i) the Financing Condition and (ii) certain general conditions set forth in the Offer to Purchase. The Offeror reserves the right, subject to applicable law, in its sole discretion, to waive any of the conditions, in whole or in part, at any time and from time to time. If the Offeror waives a material condition to the Tender Offer, applicable law or regulation may require it to extend the Tender Offer.

The Offeror has the right to amend or terminate the Tender Offer and the Consent Solicitation at any time, subject to applicable law.

Citigroup Global Markets Inc., Itau BBA USA Securities, Inc., Rabo Securities USA, Inc. and XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. are acting as dealer managers in the Tender Offer and as solicitation agents in the Consent Solicitation, and can be contacted at their telephone numbers set forth on the back cover page of the Offer to Purchase with questions regarding the Tender Offer and the Consent Solicitation.

Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the information agent and the tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at +1 (866) 828-6934 (toll-free), +1 (212) 269-5550 (collect) or [email protected].

Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents 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.

Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the Notes or any other securities of the Offeror, the Guarantors or any of their affiliates. The Tender Offer and the Consent Solicitation are not being made to, nor will the Offeror accept tenders of Notes or deliveries of Consents from, Holders in any jurisdiction in which the Tender Offer and 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 also is not a solicitation of consents to the Proposed Amendments to the Indenture.

Important Notice Regarding Forward-Looking Statements

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. The Offeror and the Guarantors undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

DISCLAIMER

This press release must be read in conjunction with the Offer to Purchase. This press release and the Offer to Purchase contain important information that must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any Holder 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 Tender Offer and the Consent Solicitation. None of the Offeror, the Guarantors, the dealer managers, the solicitation agents, the information and tender 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 should participate in the Tender Offer and the Consent Solicitation.

SOURCE Coruripe Netherlands B.V.