Cosan S.A - ADR Stock

[Interpreted]

Good morning, everyone, and thank you for waiting. Welcome to Cosan's conference call to discuss the financial information for the second quarter of 2026. [Operator Instructions] Please note that this conference call is being recorded and is available on the company's website at cosan.com.br.

[Operator Instructions] We would like to emphasize that the information contained in this presentation, any statements that may be made during the conference call regarding Cosan's business outlook projections and operating and financial targets are based on the beliefs and assumptions of the company's management as well as information currently available.

Forward looking statements are not guarantees of performance. 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 operating factors may affect Cosan's future performance and lead to results that differ materially from those expressed in such forward-looking statements.

I will now turn the floor over to Mr. Fernando Tinel.

[Interpreted]

Good morning, everyone, and thank you for joining our Second Quarter 2026 Earnings Call. Before we begin, I would like to refer you to our standard disclaimer regarding estimates and statements as well as trends and projections that may be addressed during this conference call.

Starting with the highlights for the first half of 2026 I would like to emphasize Compass' IPO successfully carried out through a secondary offering of shares which generated BRL 2.3 billion in the net proceeds for Cosan and represent another important step in the execution of our strategy to strengthen our capital structure.

Moving on to our next initiatives. We announced the sale of a portion of Radar's land portfolio located in Mato Grosso. The transaction was signed for BRL 1.85 billion, of which approximately BRL 586 million corresponds to Cosan's indirect stake to be received at closing. I would like to remind you that completion of the transaction remains subject to customary conditions precedent and is expected to occur by October 30, 2026.

Still in the context of divestments, Cosan recently announced an exclusive letter of intent for the full divestment of its stake in the terminal of Uzprivado Porto San Luis. The proposal includes BRL 300 million to be paid at closing. In addition to the possibility of an indicative earn-out of BRL 50 million per additional birth linked to the future expansion of the port's capacity. It is worth noting that completion of the transaction remains subject to the fulfillment of customary conditions precedent for this type of transaction. These initiatives together with debt prepayments totaling nearly BRL 9 billion through June reinforced our deleveraging path and the optimization of our capital structure, as evidenced by the 20% reduction in expanded net debt compared to the first quarter of 2026 as well as by approximately 36% in decrease in general and administrative expenses, representing savings of BRL 49 million in the first 6 months of 2026 compared to the same period of 2025.

In addition, we just announced the delisting of Cosan's ADSs is traded on the NIC, but the objective of pursuing the deregistration with the AEC in the future, once again, aiming to further simplify the holding company.

Finally, Raizen had its out-of-court reorganization plan approved with the adherence of 81.6% of its financial creditors representing another fundamental step in the company's turnaround process. Still on this slide and moving to Cosan financial indicators in Q2 2026, we ended the period with negative net income of BRL 320 million, showing a significant improvement compared to the same period of the previous year, mainly driven by better financial results, lower effective income tax and social contribution expense, the reduction in general and administrative expenses and finally, the nonrecognition of Raizen's results as already mentioned in the previous quarter. These effects more than offset the one-off negative impact BRL 233 million related to the impairment of TUP Sao Luis. As for dividends and interest on capital, we received BRL 399 million from investees in the quarter, essentially composed of Compass.

Moving to the next indicator, we reduced the expanded net debt to BRL 9.2 billion, 20% below Q1 2026, reinforcing the continuous deleveraging process at the holding company. I will comment on the main drivers of this performance later.

To conclude the highlights I would like to address the debt service coverage ratio, which temporarily ended the quarter at 0.2x on an LTM basis, negatively impacted by the seasonality of dividends and equivalent distributions captured over the last 12 months. While still not fully reflecting the debt reduction initiatives and consequently, the reduction in financial expenses.

Starting this quarter, we are providing a projection for this metric looking toward December 2026 in order to provide greater visibility that we reached an inflection point this quarter and how the indicator should evolve through the end of the fiscal year.

Moving now to the performance of our investees this quarter. In the second quarter of 2026, Rumo delivered strong operational performance, having transported BRL 23.8 billion RTK in the period, a 9% increase compared to Q2 2025 mainly driven by the expansion of the grain portfolio in the North and South operations. As a result, our EBITDA reached BRL 2.3 billion, broadly stable compared to the same period of the previous year. Excluding the impacts from insurance indemnities for loss of profits and the reclassification of equity income our EBITDA would have grown by 4%.

At Compass, distributed volume remains stable compared to the same period of the previous year. Lower industrial consumption in the chemical, steel and ceramic sectors was offset by the good performance of the residential and commercial segments, which delivered higher margins. As a result, together with load optimization initiatives carried out by edge throughout the quarter, EBITDA increased by 5% year-over-year.

At Moove, our EBITDA more than doubled compared to the first quarter of 2026 amid the supply crisis caused by the closure of the Strait of Hormuz. The result mainly reflected the company's inventory management strategy focused on profitability, which led to higher sales volume and growth in net operating revenue.

Compared to the same period of last year, EBITDA was 6% lower due to nonrecurring comparison base that included the recognition of insurance indemnities and other one-off effects related to the fire at the industrial complex in Rio de Janeiro. Finally, at Radar, the quarter's performance was impacted by the revaluation of part of the portfolio in view of the announced land disposal and by the reduction in net operating revenue, mainly explained by lower ATR prices observed in the period, which directly impacted the contribution from leases.

Moving now to indebtedness in the second quarter of 2026, we ended the quarter with expanded gross debt of BRL 16.5 billion, a reduction of approximately BRL 9 billion compared to the fourth quarter of 2025 and BRL 2.7 billion compared to the immediately preceding quarter. This result reflected the liability management agenda we began in 2025 and have continued to execute throughout this year, including the full prepayment of the bonds maturing in 2029, 2030 and 2031, as well as the early amortization of debentures and commercial loans. Combined, these movements totaled approximately BRL 8.8 billion in principal payments since the beginning of the year.

In addition to the reduction in gross debt, moving now to the amortization schedule, these initiatives also contributed to reducing the concentration of maturities in the coming years. In particular, this quarter, we reduced amortization scheduled for 2028 by more than BRL 2.5 billion. As a result, at the end of the period, debt had an average term of 6.2 years, and an average cost of the CDI plus 1.15% per year. The effects of these measures can also be seen in the evolution of the expanded net debt as shown in the chart below. We moved from BRL 11.5 billion at the end of the first quarter to BRL 9.2 billion at the close of the second quarter. This movement was mainly driven by proceeds from Compass' IPO, dividends received from investees and cash yield on financial investments.

In addition, considering the recurring effect the impact of the initiatives mentioned above, we have gone to operate at a lower level of financial expenses and without relevant nonrecurring impacts.

Together, these results reinforce the progress made in executing the agenda to optimize and simplify our capital structure throughout the first half of the year. As we approach the end of our presentation, we will address the net service coverage ratio and the main factors that influenced this indicator during the quarter. In the second quarter of 2026, we reached an inflection point for this metric, which ended the period at 0.2x, down 0.2x compared to the immediately preceding quarter. This variation mainly reflects the seasonality of dividends and interest on capital received from investees with a greater concentration of distributions in the second half of the year.

In addition to the fact that we are still not fully capturing the benefit from the reduction in financial expense in a meaningful way. In addition, the company is not disclosing a projection for this ratio to be measured at the end of 2026. We expect to reach a range between 0.8x and 1.2x by year-end based on the following main assumptions, dividends and equivalent distributions received and to be received in 2026, estimated between BRL 1.2 billion and BRL 1.8 billion, including those arising from the sale of Radar in the amount of up to BRL 586 million. The projection also incorporates the effect of the liability management actions carried out since the beginning of the year, which have not yet been fully reflected in the indicator. These effects include the reduction in financial expenses resulting from prepayments, cash yield on financial investments and the cash impact of derivatives related to that. It is worth reinforcing that potential new divestments that are still under evaluation by the company are not considered in this metric.

Considering all the factors previously discussed, we believe that this indicator should converge by the end of 2026 to levels closer to those historically observed by the company within the published guidance range.

With that, I conclude our presentation of the second quarter 2026 results, and thank you all for joining us.

I will now hand over to Mr. Marcelo Martins for his first remarks.

[Interpreted]

Good morning once again, thank you for being here. I do believe that for this quarter we have a set of positive news. We show that we are in alignment with our strategy in our communications with the market regarding the continuity of our simplification efforts at Cosan.

So let me go over the main points. Let me talk about the management changes. In my opinion this is a very positive piece of news for the market. But of course, it's not as constructive if we think that some people who are a part of our history are leaving us now. Of course, our goal is to walk towards the leaner Cosan, a Cosan that is more aligned with the moment in history that we're experiencing, something in line with our business and our portfolio with a significant reduction of admin expenses. We haven't reached the end of this process yet. However, I do believe that we are making good progress in this direction. So we announced the sale of this port. And of course, this is something that the market expected. We were already in negotiation with a party with a binding proposal.

We also sold property from Radar, especially in Mato Grosso. This also has to do with our goal of reducing this portfolio, something we had also announced to the market. And another big piece of news right now is the approval of Raizen. Please remember that we had over 80% of approval by creditors and when we completed around 3 months since we began negotiation processes with creditors, we also saw exceptional results. We had some of our best historical results, especially in the distribution of fuels. Let me share something that we haven't published to the market, but which is also important. We had a climate survey at the company, and we saw that our team was on board with the recent changes and we saw great alignment with our desire and our strategy to improve our results looking forward. Not only do we want to have a healthy business, but we want a business that is in line with the goals of the shareholders that are going to buy our side. As soon as we convert this debt.

So we are on a path to improve our structure, our capital structure, which is significantly important for a business that has the potential to keep generating consistent results to this market. We also achieved significant reductions of admin expenses for Cosan. Again this is another goal that we're searching. This is very much in line with what we wanted for this moment.

Of course, we want to keep working on this. We also announced the listing of Cosan shares outside of Brazil. This was another goal. When we think about this cost relative to general expenses at Cosan, does not make sense any longer. These were significant costs. So it made sense for us to walk the path of delisting so that we could generate more efficiency for Cosan.

So I believe we shared very positive pieces of news with the market, and we do expect to see other positive news in the next quarters as we have been announcing to the market. Let me just spend a little while talking about the changes in management. Maria Rita and Rafael decided to leave the company. And this happened while we were doing optimization and reducing admin expenses and restructuring our holding. And even though this is undesirable because both of these people have contributed historically to us, Rafael has been in the group for 25 years, including Shell, and Rita has been here for 18 years, almost 20 years.

So of course, these people contributed a lot to the business. Everyone here knows this. I don't have to repeat it. So it is unfortunate that this is happening right now, but this is also in alignment with our intention to reduce expenditures and make Cosan more simple. This is another important step. We're bringing Cesario back. Not only is he known to us, but he has done exceptional work at the company in the past. He spent 8 years with us, he left in 2017. So 9 years later, he is now back to the company, and he knows it well. He knows the business well. Some time has passed, but of course, he is respected by lots of people here and he is definitely welcome back.

Cesario welcome back. Good luck. I know you're extremely competent just like Rafael and Maria Rita. And I would like to tell everyone that the sacrifices that we're experiencing right now are a full share of our goals to improve Cosan and improve its structure so that we can keep rebalancing our capital structure.

So we are going to keep expecting this kind of investment, and we're going to keep expecting this kind of efficiency. Once again, I would like to thank both of these folks for their historical dedication and their extreme competence.

Welcome Cesario. We can now start the Q&A session. Thank you.

[Operator Instructions]

[Interpreted]

So lets go to our first question from Gabriel Barra Citi.

[Interpreted]

So I'm going to focus on one question, but it's a broad one. It's about capital allocation and how to simplify the holding company. I think Marcelo spent a while today talking about these processes that you're working on to improve SG&A and to make our structure simpler. This is extremely important for the company, and it brings us questions too.

Could you please dive deeper into it. I would love to understand your moves regarding Rumo and Moove. Regarding Rumo, I would love to understand how you look at this asset in the current capital structure for the company. We've seen news regarding the potential sale. We've been asking you about this for a while.

So I would love to understand for the company, a minority stake would be better. So you keep selling the 30% would be better. And regarding Moove pulp results, what do you think about this company right now? Would you consider selling this asset in the future maybe having an IPO? How do you look at Moove in the simplification efforts for the whole holding?

This is Marcelo speaking. Starting with Rumo, we've announced to the market that we are going to be selling some of our stake in this business. So we're moving forward with it. It is going according to plan. We're talking to potential buyers. We don't have any further news to share with the market right now. When we do have something that we deem relevant than we will let the market know. As we received by new proposals and is we hear a conclusion here we're going to be sharing news with the market.

Regarding Moove we saw an exceptional quarter. This was to be expected, which truly believes in their ability to generate results. We knew that the big issue of the fire last year would be surpassed -- would be over comp because of the execution that showed, especially commercially speaking in such a hard year but they were in a line with what we expected from them.

Talking about an IPO for Moove is not appropriate right now. We don't think there's a space for this in the market rightnow. So we're not considering this. And we don't expect to sell our stake at Moove at the moment. We're very happy and we're fully supportive of their management's initiatives. They generated results these are extremely strong, extremely robust, especially after such a tough year last year. They didn't drop the ball.

Some players in this market doubted that we would be able to go through, but we were sure that we would because of the team. So no, we do not consider selling our stake right now.

Next question from Thiago Duarte, BTG.

I'm also going to stick to one question. I'd love to talk about G&A. It seems like 2 full quarters have passed since the strategic rearrangement for your group and when we look at the first quarter, we see around BRL 170 something million for G&A. And this is not too far from what you were mentioning to the market during the follow-on in October to November of last year.

So my question is, could you be a bit bolder. You just announced the delisting of ADSs, et cetera. So could we be a little bit more ambitious regarding what you believe would be a recurring G&A for the company if we think about the cost of the holding?

[Interpreted]

Yes, we've been experiencing good results with the expenditure management effort. This has been a mission for our team overall and what we announced on Friday has to do with really enjoying the savings. As we simplify our scope at the holding because the governance of these companies is performed within each of these companies and the team in the holding that was looking into this has already been structured. And as I leave, as Rita leaves and Cesario comes in, we're going to really bring together these 2 areas, which is going to really accelerate savings. By the way, welcome Cesario, Cesario my friend who's back home now. But yes, the delisting is something that really helps us reduce expenditures over time. For this year, 2026, we're still keeping our SEC obligations. The end of the delisting process is the deep registration and this is not happening right now. But then yes, activities are going to become simpler, especially regarding documentation and controls. This is going to be allowed by the delisting.

So to answer your question, yes, we could be more ambitious with the cost reduction because we are already seeing it. Everything we're doing here goes in this direction. We use each and every opportunity to reduce costs because this is indeed a cost layer that becomes something significant for Cosan shareholders, and we no longer need some of this structure.

[Interpreted]

Thiago, let me add something. Yes. It is our ambition, and it is our will to present additional reductions. This is a clear goal of ours, and we should pursue it. So yes, this is possible. As Rafael said, it is possible that we'll get to lower numbers. Our internal numbers are already considerably lower than this. And this is a trend that we expect for upcoming years. It wont stop here. We should see additional reductions for the next year. So the overall expectation from this market is for us to show more efficiency, and we're definitely pursuing this.

Next question from Isabella Simonato from Bank of America.

[Interpreted]

I have 2 questions. Number one, regarding the interest coverage ratio, it's interesting, you were talking about the guidance, and I do think this leads to significant improvements for the second quarter.

Here is my question, could we think about a level of financial expenses that are similar or even better than the second quarter because of liability management. And because of the cash that you got from deals in the second quarter. Should we expect this ratio to improve significantly, that's my first question.

Here's my second question. If we go back to the earnings release presentation for the last quarter, I think, regarding the future of the holding, not only the deleveraging that you plan on continue, but also as mentioned things related to Rumo and the stake that you want to have for each one of these assets. So My question is we see simplification efforts, and we see the potential removal of the holding. Could this have to do with the deleveraging of assets? Or in your minds, would this happen through another kind of structure. Is there another way to get even closer to operating assets in the group.

[Interpreted]

This is Rafael. Let me start with your second question, which is easier. I don't think we have any news regarding this process. There's consistency in our simplification efforts, as Marcelo was saying in his first remarks, except for that, anything I could say would be speculation. So I won't go into this.

Regarding the coverage ratio, I believe, yes, there is a trend to improve it. This is why we decided to start showing this forecast. And we're going to see some effects that are going to contribute to this. Number one, the seasonality of dividends. This harmed our indicators for the beginning of this year. But as we near the end of year, according to the planning that we have for these businesses, then dividends will go back to normal to the standard levels that we expect to see. I would like to stress that the biggest source of deleveraging for Cosan is not necessarily an increase in dividends from these businesses.

I'm not saying that this won't happen because we do see improvement in their performance. But the biggest source of deleveraging are obviously our portfolio changes. So in this sense, whatever we have already done or announced for this year, as partial contribution for the ratio of this year because it encompasses the last 12 months.

So the resources from the secondary sale that we had for the IPO Compass will be seen in the third quarter. With the Radar portfolio sales were probably conclude transactions at the beginning of the last quarter of this year. And even if we announce our intention to sell the part which could happen in the future.

We're only going to reap a partial contribution from all of this. And this goes to show that we have reached a point of inflection for this indicator. So yes, to answer your question, there is a significant contribution from these changes, but this is only partially captured in the forecasts that we have for this year.

Next question from Matheus Enfeldt UBS.

[Interpreted]

Congratulations, Rafael and Rita for your history in this group. I have a question for Radar or a question about Radar. Regarding the announcement, I would love to understand your strategies to monetize Radar in a better way. Are you still going to sell clusters and increase dividends. I would love to understand how this split from one of their assets is going to help with this kind of change. And the potential of this first change. I would love to understand where you're putting our efforts to monetize this asset.

My second question is on Moove. Yes, it's clear to understand the resilience of the results that we saw in the last earnings release presentation. But I would love to talk about fuel. How is this going back to normal in the future. Of course, we saw some strong results. We had some sectorial tailwinds that may not repeat. But when we think about 2027, 1.3% to 1.5% of EBITDA. So it's hard to think about the BRL 500 million in the quarter compared to that and understand how this would go back to normal from now on. So I would love to understand the normalization of move either upwards or downwards. I think we're feeling a bit loss regarding recurring results for Moove from now on.

[Interpreted]

This is Rafael. Regarding Radar, the intention for the spin-off has to do with efficiency. It's about corporate efficiency because we want to eliminate corporate structure, a corporate player because each corporate layer means more work for the holding. And of course, this is an important change, but we've been doing a lot of other things to eliminate different corporate entities or even corporate entities abroad if they are useless. And this has been improving our team's work and our journey to reduce expenses.

Now having said that, the changes with Radar that we have announced are in line with what we had mentioned. It is a very valuable portfolio when it comes to the quality of these assets. As we have the opportunity to do so, we also have the intention to monetize this portfolio. But of course, we take valuation into account. We don't have any intentions to liquidate assets at any cost. We don't need to do this. Since this is a high-quality portfolio, as we see the opportunity, we're going to use our intention to continue on our monetization journey.

Regarding Moove, we have a very constructive storytelling here if we think about what the team has been doing. Yes, in the second quarter, there were tailwinds. You're right. But Moove's team has been consistently showing an ability to adapt to complex scenarios and to generate values not only to clients but also to shareholders. It's not the first time this happens. The team has to face an adverse scenario, but they're able to adapt really well.

In the second quarter, I believe that the team was able to work with this scenario in advance the scenario of restrictions when it comes to supply. They were able to make the necessary changes to ensure supply for our clients. And of course, this led to benefits in profitability because we had enough product to supply our clients with during an adverse circumstance. As the costs of raw materials go up, this is obviously going to have an impact on the profitability of this company from now on.

So I do believe the last quarter was really strong. However, if we compare our journey to the last quarters, we are talking about evolution. We have operational evolution, commercial evolution. So we expect consistent -- consistency from Moove from now on. We're going to see better or worse quarters, but we do believe that they are going to surpass our expectations.

It's important to say that even in the scenario of an increase in working capital because of the high cost of raw materials, in addition to delivering results, Moove was also able to deliver 1.4x leveraging. One of the lowest levels since the acquisition of PetroChoice, which is a landmark for the of this company -- this goes to show that this team has the discipline to execute a growth strategy with profitability and good risk management for leveraging.

[Interpreted]

This is the end of our question-and-answer session. Let me now hand it over to Mr. Rafael Bergman for his closing remarks.

[Interpreted]

Let me take this opportunity to thank you on my behalf and on behalf of Maria, Rita. Thank you for your support during this journey. We wish Marcellus, Cesario and everyone at Cosan an extremely successful journey. We believe in the company's journey and the measures that we took during this quarter are in line with that.

Finally, I would like to thank our shareholders and analysts for their support, Analysts have been contributing with very straightforward conversations and questions for us.

[Interpreted]

Thank you all once again. I wish you all the success. This is the end of the earnings release presentation for the second of 2026. Our Investor Relations department is available to answer further questions. Thank you all for being here, and have a great day.

Good morning, and thank you for waiting. Welcome to Cosan's First Quarter 2026 Earnings Release Conference Call. [Operator Instructions] The conference call is being recorded and will be available on the company's IR website at cosan.com.br. [Operator Instructions]

Please note that the information contained in this presentation and in statements that may be made during the conference call regarding Cosan's business prospects, projections and operating and financial goals are based on beliefs and assumptions of the company's Executive Board, as well as information currently available. Forward-looking statements are not a guarantee of performance as they involve risks, uncertainties, and assumptions and refer to future events that depend on circumstances that may or may not materialize. Investors should bear in mind that overall economic circumstances, market conditions and other operating factors may affect Cosan's future performance and lead to results that differ materially from those expressed in such forward-looking statements.

I will now turn it over to Mr. Fernando Tinel.

Good morning, and welcome to our first quarter 2026 earnings conference call. Before we begin, I'd like to briefly go through our standard disclaimer regarding estimates, forward-looking statements and projections that may be discussed during this conference call.

On the next slide, I'll start with Cosan's financial highlights and those of its investees. At Cosan, we ended the quarter with a net loss of BRL 1.6 billion, an improvement of BRL 0.2 billion versus Q1 '25. This result reflects an impact of approximately BRL 1 billion related to the prepayment of the 2029, '30, and '31 bonds recorded in financial results and deferred income tax lines with no cash effect and partially offset by the improved performance of the portfolio. Expanded net debt increased 18% quarter-on-quarter, mainly due to the absence of relevant dividends in the period and the effect of the debt prepayments carried out throughout the quarter. However, when compared to the same period in 2025, it decreased 34%, reflecting the proceeds from the capital increase received in the last quarter of that year.

Finally, the interest coverage ratio reached 0.4x versus 0.9x in the previous quarter. The decrease was mainly explained by lower dividend receipts over the last 12 months, as the effect of Compass' capital reduction, which had positively impacted the indicator, no longer contribute to the numerator of this metric.

Still on the same slide, we'll provide a brief overview of our investees financial performance. It was a quarter with solid results, largely in line with Q1 '25, reflecting consistent business performance as well as the respective impacts on Cosan through the equity method. As of March 31, '26, for purposes of Cosan's financial statements and this earnings presentation, Cosan no longer recognizes Raizen results. This change reflects the fact that the carrying amount of the investment was reduced to 0 following the impairments recognized at the end of 2025. And as a result, Raizen's results are no longer recognized under the equity method. Accordingly, management concluded that disclosing this information has become immaterial for Cosan's reporting in line with the accounting practices set forth under the CPC.

Moving on to the next slide. We highlight the operating performance of our businesses, which illustrates the solid results delivered this quarter. Starting with Rumo, the company posted record transported volumes, up 25% with the highlight being the strong performance of the Northern operation, which contributed to the dilution of fixed cost and expenses as well as market share gains in its operating regions, especially at the Port of Santos. As a result, reported EBITDA was 7% higher than in Q1 '25. At Compass, the quarter saw a slightly higher distributed gas volumes and EBITDA up 2% versus Q1 '25, supported by an improved distribution mix and higher volumes at Edge. I'd also highlight the startup of the new off-grid B2B LNG operations and OneBio's biomethane plant.

Turning to Moove. The company continues its post-fire optimization cycle. The period was marked by higher sales volumes and a 10% increase in lubricant sales, mainly in South America, resulting in EBITDA slightly above the prior year period, which continued market share recovery, reaching 16.4% in Brazil according to IBP.

Finally, at Radar, due to lower income from land leases, EBITDA decreased 27% versus Q1 '25, largely reflecting lower ATR and soybean prices.

We now move to the next slide where we highlight the key events and transactions of the quarter and the related cash flow movements, all aligned with our goal of reducing the company's leverage. Among the main uses of cash, we announced the early redemption of the first series of the fourth and sixth issuance of the debentures, totaling a reduction of approximately BRL 566 million in gross debt, and we fully redeemed the bonds maturing in '29, '30 and '31, which totaled approximately BRL 5.6 billion, resulting in an overall reduction of BRL 6.2 billion in the company's indebtedness. We ended the quarter with a solid cash position of BRL 7.7 billion.

Lastly, as a subsequent event, we concluded Compass' secondary public offering of common shares, a transaction directly aligned with our capital recycling and deleveraging strategy. As part of this transaction, Cosan sold part of its stake in Compass at a price of BRL 28 per share. And as a result, the company may receive approximately BRL 2.5 billion in cash proceeds considering the additional allotment if the supplementary shares are fully placed. It is important to highlight that despite the partial sale, Cosan remains Compass' controlling shareholder.

On the next slide, we summarize the impacts of the initiatives carried out during the quarter on our indebtedness. We significantly reduced expanded gross debt by BRL 6.5 billion, extending the average maturity to 6.1 years, with a comfortable amortization schedule that is appropriate for the company's current stage. In addition, the average cost of debt, excluding the perpetual bond, was CDI plus 1.15% per year. Our expanded net debt, which considers the preferred share structure at Cosan debt currently stands at BRL 11.5 billion and continues on a downward trajectory when considering the last few quarters.

In summary, all actions taken on this front since the beginning of 2025, reinforce our focus and commitment to continue deleveraging and simplifying the holding company's portfolio. This concludes our earnings presentation. We will now begin the question-and-answer session.

We will now begin the Q&A session with Mr. Marcelo Martins, Mr. Rafael Bergman, and Mr. Fernando Tinel. [Operator Instructions] The first question is from Mr. Matheus Enfeldt from UBS.

Could you help us predict the company's expanded net debt movements over the next 12 months, given that there was a relevant surprise this quarter and the debt went up to -- by about BRL 1.6 billion. Looking at the expanded net debt at the end of Q1, so BRL 11.5 billion. I know that there was a BRL 2 billion drop from Compass' sale. But if we look at a 15% interest rate, that should use up about BRL 1.4 billion, BRL 1.5 billion. And the cost of the preferred shares outside the expanded net debt plus the cost of TRS, that's another BRL 800 million around that ballpark. So considering the interest rates and how much of that will be accrued over the year, we're talking about BRL 2.2 billion, plus another BRL 300 million from the holding company. So that's the kind of dividends we're talking about for this year. So it looks like a tough year for the company in terms of cash generation, going back to the debt service cover ratio above 1. So what are the levers the company can move to improve prospects to generate cash over the next 12 to 24 months? That's my question.

Matheus, this is Rafael. First of all, can you hear me okay?

It's a bit quiet, Rafael, actually. I'm going to try and speak up.

Matheus, thank you for the question. Maybe as a starting point, I should talk about the cash flow or the movement of the net debt. As we said in our release, a large part of that net debt movement in the quarter was due to one-off effects relative to our liability management strategy. So the payment of the premiums on early accruals, referring to the prepayment of debt. The VPL, however, was very positive. So it just brought forward that cash effect. Also, we dismantled Cosan's TRS, and as a strategy that went back to Cosan's treasury. A part of that, we have disposed of with the cash effect in Q2, but it did have an impact on Q1.

And as you put so well, and that's not a one-off effect, it's a change in strategy. Part of the effect of the net debt movement is that we'll start recognizing in our financial results. And as a consequence, that will accrue in the net debt. The cost of Cosan's preferred shares because of the renegotiation that we had at the end of the year. So there was a renegotiation. It went into force with a relevant cost for the company, but there's a change in the line. So what used to go out as a minority shareholder, now it's in our financial result line. So it's important to clarify that. So that said, that's the starting point for this quarter, that net debt balance of BRL 11.5 billion.

What's not part of that is what's not considered as debt. What's accrued and the financial result is Rumo's TRS, which is not there. And obviously, the calculation on about BRL 3 billion, which was the disposal that was done with the corresponding value of the derivatives. So that's our starting point. In terms of the concrete actions that were taken, we started off the year doing very well. First, with the decision and the execution of the procurement, and this is all thanks to Compass' team. They've been working very hard and they worked really well on the transaction. It was a successful transaction. We chose the right market window to execute on that transaction. And that's been translated into up to BRL 2.5 billion, depending on the exercises that take place.

So that's very positive. It shows the intentions of our actions. And as we've been saying, there are also other ongoing initiatives looking at our portfolio because at the end of the day, the commitment we made at the time of capitalization last year was to continue with that leverage level at the holdco level by sharing our stake in companies in the portfolio. So we're continuing to do that actively. As for selling subsidiaries, there was an impact on the debt service coverage ratio, which we reported now. Each subsidiary has its own costs, discussing their own levels, Compass continues to perform very well, as you saw in the earnings release.

Also Moove is going through excellent recovery. We're very happy with the results delivered by the team, fantastic recovery considering the fire that took place at the Rio de Janeiro plant. They're still going through a key CapEx cycle ending. The first phase of the Mato Grosso project at Rumo. So yes, the dividend level will be helpful, but the main initiative to deleverage the holdco is not through the subsidiary's dividend. It is a by selling stake in the group's assets.

The next question is from Thiago Duarte from BTG Pactual.

My question is about the subsidiaries that are not listed. We have access to their results together with Cosan's results. So at Moove, as Rafael just said, fantastic recovery. The share data is also very encouraging. Could you give us some detail on what you think is missing in terms of profitability. What's missing to get back to 2-digit profitability levels considering the margins. Is it still the South America operation especially Brazil in terms of recovering volume and share? Or is it to do with the Northern Hemisphere operations. I'd love to hear your outlook on that because I think that's a key part to -- for the business to achieve stability. And so that Moove can join this divestment pipeline Rafael just mentioned.

And at Radar, same thing, but If you could talk about the speed of sales, the format of sales or what kind of stake you're thinking about selling in the properties, whatever you can share concerning the short-term would be great.

Thiago, this is Rafael again. I'll take your questions. We'll start with Radar. The team has a recurring asset recycling process, which they have been executing on over the years, obviously, now focusing a lot more on selling properties and not necessarily buying new property in line with our efforts. Obviously, selling individual properties sometimes provides us an opportunity to maximize value. But Cosan and our partners' strategic direction is to consider broader perimeters looking at the sets of properties or regions, I think it's unlikely we'll see a full transaction considering Radar, given the heterogeneous portfolio. But yes, we are looking at broader perimeter of the portfolio. So that's on Radar.

About Moove. Moove still has plenty of opportunities that they're working on to resume profitability. As you said, we still have a journey to go on in Brazil, but there has been substantial recovery. The team has been saying that they are working on the inefficiencies with this new multisite model. And the message we're getting from them is that they will work on that over the years. So this was a strong quarter, but it does not represent the potential of Moove's profitability in Brazil or Latin America. So as a shareholder, we expect that to improve over the next quarters.

And in the U.S., it wasn't their strongest year. They also have plenty of opportunities to negotiate contracts, those are ongoing, and we also expect to see some recovery there. So we're very optimistic about Moove and let's not forget that there will -- things will progress over the years so that we can get to the end of the year with a better picture of what the Moove's recurring business will be with a smarter site model. So that's the trajectory we're seeing for the company at the moment.

The next question is from Bruno Amorim, Goldman Sachs.

I'd like to hear a bit more about Rumo, please. Part of the stake was based on the swap. So why did you decide to do that? I know that the company hasn't made a decision yet whether they are going to give up that stake in the company or not. So it would be interesting to understand the rationale behind that move? And is it reasonable to expect that if the company does decide to sell out of the stake or its full stake at Rumo, with the first move to dispose of the stake that's in the swap? Or are they not related moves? So if this first swap move isn't necessarily a sign that, that would be the first thing the company would do if that decision is made?

Bruno, I'll take your question. What we did at the end of last year to dispose of about 10% of shares at Rumo through derivatives was because we were pursuing more liquidity and efficiency. So there was more cash we brought into Cosan at low cost, and it helps us with our liability management strategy for the year. So that's what we decided on at the end of last year. The portfolio conversation is a separate conversation. We've been talking about our intention to improve the portfolio's profile to keep it compatible in terms of debt and dividend payout. So that's something that's being considered, but there's nothing concrete to share about that. And if something is announced and done to that sense, then that will be a tactical decision. We'll see that in January '27 at Rumo. So it will be a tactical decision that we'll make over time. Thank you.

Next question is from Bruno Montanari from Morgan Stanley.

The company no longer recognizes Raizen's results or the accounting reasons you shared and also because the asset isn't contributing with future results. So what would be Raizen's future contribution given that the results might improve? And how are you planning on including it or not in the -- at the holdcos portfolio discussions.

Bruno, this is Marcelo Martins. Well, our process with Raizen is ongoing. Obviously, the company is conducting that process. As a shareholder, we've been monitoring the process, but there are some important assumptions. Cosan is not going to be putting any money into it. So considering the size of the contribution, and we have Shell as a partner, that will be translated into a considerable dilution of Cosan's stake. We don't know exactly what it will be because some key points are still being discussed. For instance, in addition to the size of the conversion, the price of the conversion. But the fact is Raizen will no longer be a relevant investment for Cosan. It's very likely we'll have a minority stake.

We're still deciding whether we'll have just common shares or preferred common shares. That's also part of the out-of-court reorganization process. But even if we only have common shares, our stake should not be significant. It is not the intention of the company. It is not Cosan's intention to stay in a shareholder agreement with Shell. So whenever the conversion happens, a new capital goes in, the agreement that exists with Raizen now, considering the significant stake we have and the agreement we've had since 2011 when the company was first set up with Shell. So that said, what can be expected is that our stake may be sold in a timeline that we're yet to decide. We haven't even made a concrete decision that we will sell it. But what I can say is that trend, especially consider the smaller stake that won't be part of a shareholders' agreement, it will no longer be a significant investment for Cosan. So we will pursue that at some point.

Next question is from Matheus Enfeldt from UBS.

I have a philosophical question, Marcelo and Rafael, about Cosan's role as a holding company and as an investment vehicle. I think at some point, the market invested in Cosan to be exposed to Compass, to be exposed to Raizen to capture an investment process where the company was creating value and capital allocation, which, as I see it, is no longer the focus. And now investors have the opportunity to invest into each of the assets. I recognize the company's value as the controlling shareholder of the current assets. But my question is, how should we think about Cosan considering capital allocation as the balance sheet issue is resolved over the next couple of years? So thinking about Cosan 3, 4, 5 years from now, what will be the holding company's role as the controlling shareholder of the subsidiaries? And as -- and how should Cosan shareholders consider the holding company versus the subsidiaries?

Matheus, this is Marcelo again. Well, continuing with our current plan, the basic assumption, all of our basic assumptions are that with the objective of reducing the company's leveraging, it makes no sense for the company to continue to be a portfolio investment vehicle. So business growth and investments will be the responsibility of the companies that are part of the business now. So that 3- to 5-year timeline, it's very reasonable to say that Cosan will no longer exist over that period. So as we conclude our divestment process and as we reduce our leveraging, subsequently, we'll be able to understand what will be the company's assets and liabilities and probably distribute the shares to Cosan shareholders. We started doing that last year when there was a capitalization, that was the plan we agreed on with the new shareholders, and we're all aligned on that. So we should be doing that as soon as it's practical and feasible. Obviously, the first step is to reduce indebtedness. That is our current goal.

As Rafael said, we are implementing that strategy. Compass' IPO is a key step for that. And there are other steps that we should be taking. The objective is to reduce that debt substantially, and we'll have some residual balance next year. And it's only fair to assume that we'll start the process to resolve the holding company as of next year, obviously, considering key market assumptions, the feasibility of those divestments in a favorable market scenario that offers us the opportunities that we want and that makes sense. Obviously, we have no intention of doing that at any cost. We're very aware of the cost of carrying that debt in the portfolio. But our objective is undoubtedly to continue to do that so Cosan's shareholders can become direct shareholders in the invested companies.

This concludes the Q&A session. Cosan's first quarter 2026 earnings release video conference is now concluded. For further questions, please contact the Investor Relations department. Thank you so much for joining us, and have a great day.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Good morning, everyone, and thank you for waiting. Welcome to Cosan's Fourth Quarter 2025 Earnings Release Conference Call. [Operator Instructions] The conference call is being recorded and will be available on the company's IR website at cosan.com.br. [Operator Instructions]

Please note that the information contained in this presentation and in statements that may be made during the conference call regarding Cosan's business prospects, projections and operating and financial goals are based on beliefs and assumptions of the company's Executive Board as well as information currently available. Forward-looking considerations are not a guarantee of performance as they involve risks, uncertainties and assumptions and refer to future events that may depend on circumstances that may or may not materialize. Investors should bear in mind that overall economic circumstances, market conditions and other operating factors may affect Cosan's future performance and lead to results that differ materially from those expressed in such forward-looking statements.

I'll now turn it over to Mr. Fernando Tinel.

Good morning, everyone, and welcome to Cosan's Fourth Quarter 2025 Earnings Call. I'd like to begin by drawing your attention to our standard disclaimer regarding forward-looking statements, estimates and projections that may be discussed during this conference call.

Turning to the next slide, I will start the presentation with Cosan's financial highlights. Managed EBITDA totaled BRL 7.8 billion in the quarter, broadly in line with Q4 2024. For the full year, managed EBITDA reached BRL 26.5 billion, representing a decline compared to 2024, mainly driven by Raizen and Radar as we will discuss in more detail later.

Moving to the next item. Cosan S.A. reported an adjusted net loss of BRL 0.7 billion in the quarter, primarily driven by improved financial results. On a full year basis, the company posted an adjusted net loss of BRL 4 billion, explained mainly by lower equity income from our businesses, particularly due to the weaker performance of Raizen's EAB, sugar, ethanol and bioenergy segment.

Regarding dividends and interest on equity received, we recorded BRL 479 million in the quarter, primarily from Compass and Radar. For the full year of 2025, total cash received amounted to BRL 2.6 billion compared to BRL 4.3 billion in 2024. This decrease reflects the absence of dividends from Moove in what was an atypical year for the company as well as a lower contribution from Compass, given that 2024 included an extraordinary distribution related to the reversal of the tax provision, ICMS subsidy at Comgas.

Now turning to our leverage metrics. Starting this quarter, we began reporting expanded net debt, which includes local debt, bonds and the preferred equity structure of Cosan debt. Expanded net debt decreased to BRL 9.8 billion, a reduction of nearly BRL 14 billion, which we will discuss in more detail later. From a DSCR perspective and considering a trailing 12-month analysis, we continue to capture elevated financial expenses as well as the phaseout of dividends previously paid by Compass. As a result, the indicator declined over the year, closing at 0.9x.

To conclude our highlights, I'd like to point out the improvement in our safety indicator this quarter, which showed a significant reduction compared to the previous quarter. There were no fatalities and the results reiterate our strong commitment to safety, which remains a nonnegotiable value across all of our operations.

Moving to the next slide, we present the operational performance of our businesses. Starting with Rumo, we reported higher transported volumes, supported by a strong commercial effort and a very disciplined cost management approach. As a result, there was an upturn in EBITDA despite the challenging year, and we delivered a 4% increase compared to 2024.

At Compass, I would like to highlight the increase in gas distribution volumes over the year, which was driven by the residential segment and supported by a solid pace of new connections. Milder temperatures that extended throughout much of 2025 and improved performance in the commercial segment, particularly the food service sector.

At Edge, we reported higher volumes marketed to the free market, reaffirming the significant opportunity that exists in Brazil's free gas market. For the year, the company delivered EBITDA in line with 2024. And on a recurring basis, Compass achieved 11% EBITDA growth. At Moove, the quarter was marked by a greater market share in Brazil, which reached 14.5% for the year according to IBP data. Despite the decrease in total global volumes [indiscernible], the recovery pace of Brazil's industrial capacity now operating under a multisite configuration was a key operational highlight and a critical factor in advancing the execution of the plan to enhance the new ecosystem implemented after the fire.

Lastly, we recognized BRL 934 million in our financial statements related to the full receipt of the insurance indemnity. Financial performance was solid as evidenced by the 2025 EBITDA, which came in slightly above 2024 levels.

At Radar, the year was characterized by lower property sales volume and a portfolio revaluation with more moderate growth as expected, which resulted in EBITDA being 6% lower than the prior period.

Finally, at Raizen, fuel distribution was the highlight of the quarter with volume and margin expansion in Brazil, driven by strong commercial efforts, disciplined cost management and government support in addressing illegal players as well as the performance recovery in Argentina following maintenance shutdowns. On the other hand, crushing pace was slower and sugar prices were lower. which resulted in adjusted EBITDA declining by 2% on a quarter-on-quarter basis, despite the improvement in distribution.

Next, we present a summary of the most relevant transactions executed throughout 2025, which played a key role in strengthening our capital structure. In the first half of the year, we completed the sale of our stake in Vale, raising BRL 9 billion, which was fully allocated to debt prepayments. In September 2025, we announced public equity offerings anchored by BTG Holding and Perfin Infra, which injected BRL 10.5 billion to Cosan's cash position. In December 2025, we carried out a partial sale of Rumo shares in conjunction with the execution of a total return swap in addition to the renegotiation of the preferred equity structure at Cosan [ Day ]. Altogether, these transactions generated more than BRL 22 billion from capital markets with a clear focus on reducing the company's leverage.

Turning to debt management. We made significant progress this quarter, reducing expanded net debt to BRL 9.8 billion. This result reflects the liability management initiatives carried out throughout 2025, combined with the company's capitalization process. DSCR decreased by 0.1x in the quarter, driven by the lower dividend levels received on a trailing 12-month basis and still elevated financial expenses.

Regarding the amortization schedule, we present a pro forma view already reflecting the prepayment transactions announced in January and February 2026, which will further reduce the company's gross debt by more than BRL 6.2 billion. At quarter end, the average cost of debt stood at CDI +0.97%, representing a 43 basis point reduction compared to the fourth quarter 2024, while the average maturity remains stable at 5.8 years.

On the next slide, and as we move towards the conclusion of our presentation, we provide a managerial view of cash movements, highlighting the main sources of liquidity, particularly the capitalization at Cosan and the Rumo transaction as well as the corresponding uses of cash, closing the year with a cash position of BRL 16 billion. This concludes our earnings presentation. Thank you all very much for joining us.

We will now begin the Q&A session with Mr. Marcelo Martins, Mr. Rafael Bergman and Mr. Fernando Tinel. [Operator Instructions]

The first question is from Mr. Gabriel Barra from Citi.

We can only ask one question. And one of the things we've been discussing with investors about Cosan that has led to a lot of questions is the future and Raizen's capital structure. Recently, there have been some material facts about a potential capitalization, a discussion with bondholders and the company's credit. So my question is a bit more encompassing. Could you tell us a bit more about the conversations with Shell? And what are you thinking about Raizen, the portfolio, deleveraging the company and Cosan's focus on making the company more resilient on the balance sheet side. So if you could give us some updates and how are you thinking about strategy with regards to Raizen?

Barra, thank you for the question. Let me take the opportunity to answer your question, just to recap things a bit. As the market knows, we have been saying this very openly and publicly. We have been in conversations to find a solution for Raizen's capital structure for a while now. Everyone knows that we made a huge effort to deal with Cosan's capital structure last year, that was a priority because we were concerned that there may have been some contamination from Raizen's circumstances to Cosan. And every step we took last year from capitalization to all the liability management moves were to protect Cosan first so that there was no question about that and at the same time, to address the capital structure of our main businesses. So on the way to get here and in going through this capitalization, there have been many conversations and the -- half the time, they required conversations about Raizen. So when we concluded the capitalization with the current partners, something that was made very clear was how we were going to address Raizen's circumstances from now on. And one of the main negotiation points were that we should prioritize Cosan's leveraging. And in looking for a solution for Raizen, that should not have an impact on resolving Cosan's capital structure. So we made it very clear to the market that we had a considerable limitation, despite our willingness to provide funds to Raizen. But we would be limited to a certain amount of funds that were contributed when capital was increased. So we made all the assumptions clear to the market because we knew that because of that statement, there would have been questions about how feasible it would be for Cosan to match Shell [ 1:1 ] in a capital increase at Raizen. So we spent at least the last 6 months discussing this very actively. And if you consider my time in the last 6 months, at least 70% to 80% of that has been spent on discussing Raizen, which goes to show how important the company is, but also how engaged we are in trying to find a way out, even considering our capital contribution limitations. We did raise many alternatives. We brought them to the table in the last 6 months. Actually, even before that, we were discussing options. And those options were assessed by the partners, especially Shell. And especially in the last couple of months, and we couldn't come to an agreement about what Cosan's stake would be. In the last month, we were able to at least measure a capital commitment. Shell made it clear that there would be a limitation on their side. They were flexible on Cosan matching them [ 1:1 ]. But the way we've got to an alternative meant that there would be a limitation on our making a contribution according to the terms that are being discussed now. First, because that capital contribution wouldn't have been enough for us to have a capital structure without a conversion level that is being debated. And we also consider separating the businesses and maybe selling a stake in one of them. So we looked into all of that. Conversations were very intense, as I said, until we got to a point that the structure that should be shared with the market wouldn't include Cosan's participation based on the terms that were defined for these discussions with the market. So that was informed to the market. A material fact was published last week and the terms of the negotiation with the creditors were discussed at a very high level, and those discussions are ongoing. They are progressing. And Cosan is not taking that much of a part at the moment because of the noncapital contribution considering the current structure. So what we believe in is that creditors are highly engaged, including Shell. There's also Agua Santa making a considerable contribution. So that led to a well-structured conversation with creditors. And we believe that, that should lead to progress and a satisfactory solution for the market that will resolve Raizen's problem once and for all. So there are 2 main points. This solution has to be definitive, and we do believe that there is that possibility. And the capital structure that comes from that definitive solution has to be suitable for the different businesses in the company. That is also being discussed. They're very different businesses, as you all know. Their cash generation is very different and they require different capital structures. So that will be vital so that we can have a sustainable company. So we're not directly involved right now because we're not going to take part in the capitalization. But as shareholders and Board members, we have been monitoring how things are progressing. And in the next few weeks, we should have some news concerning the plan to find the right solution for the company.

The next question is from Thiago Duarte from BTG Pactual.

Marcelo, Rafael, pleasure to talk to you. If possible, Marcelo and Rafael, could you talk about what was discussed with the market at the end of the capitalization, at the end of last year. And in light of this quarter's results, could you also focus on one of the topics, which is efficiency gains and expense reductions at the holdco level, which was BRL 88 billion. Are you looking at gaining any efficiency at that specific line item? Also, I know you asked us to ask a single question, but I also want to ask about Moove. Can you tell us -- can you give us some visibility on whether the plant will be going back to production after the fire and how they're going to build up their capacity at that plant?

Thiago, this is Rafael. I'll take your questions. We'll start with the second one about Moove. The first point is to make it clear about production capacity. Moove has recovered its capacity completely, 100%. The challenge that Moove has been facing and has been addressing satisfactorily has to do with a new logistics strategy in a multisite strategy to recover margins in terms of efficiency. But in terms of volume, we have resumed our full capacity, and that has allowed Moove to also recover its market share, which is a key sign of the recovery. Now going into 2026 will pose challenges in terms of costs to Moove because of inefficiencies that were created, due to the need to change strategy. So we won't start 2026 at historical profitability levels that we've had, especially in 2023 and 2024, but that is Moove's objective for the year to gradually go back to its historical profit levels. And that will happen by addressing remaining inefficiencies, focusing on a premium mix of products, high-quality services, which is what Moove has been delivering. It does have a fantastic track record, as you have seen over time. So that's what we'll start doing in 2026. And the team obviously is very excited with the prospects coming out of a very tough year, but also proving that the team's resilience and adaptability. Now as for our commitment, when we capitalized the company and the decisions we made, we've been very consistent. I like that expression, to walk the talk. And in terms of efficiency, the fourth quarter hasn't shown any relevant gains yet. We've just started making the changes in the fourth quarter, the most relevant to the structure have already been made in terms of the size of the team. We have 40, 45 fewer people at the holdco. And there's also a matter of efficiency and discussing the scope for the holding company at this point in time, it will no longer need to go into new businesses because the partners that have come into Cosan have members that have been appointed to the company's operating Board. So the holding company's role is being adapted to make sure that the new partners' contributions can happen directly at the operating company. So this is an ongoing journey. It's happening gradually, but it is very deliberate. Now one of the main aspects that were discussed is that the capitalization was not the end of that story. In fact, it is the beginning, the first step of that journey, that deleveraging journey because the intention is to materially deleverage Cosan. The capitalization has helped considerably, but now we will continue to talk about the portfolio as we have shared with you and more concretely in terms of the intention of that process. I mean, it's a very short period of time that we've been able to mobilize not only Cosan's team, but Compass' team to start the secondary public offering of shares. I can't talk about that because of the silent period. But I just want to reiterate the intention and the commitment of this broader strategy to simplify and deleverage the holding company because we believe that's the best way to create value for our shareholders.

The next question is from Matheus Enfeldt from UBS.

If we can focus on the holding company strategy as a follow-up to the previous question. What is the end game of deleveraging the company? And how quickly do you want to do that? Because the holding company is going now to 2x the debt service coverage ratio. So what is the end goal in the short term? Do you want to get to 4x the debt service coverage ratio? Do you want to cut the debt by half? And when do you think the holdco will get to the level you want for the holdco in the short term and also considering a long-term portfolio for Cosan?

Matheus, this is Marcelo. Well, our objective is to bring the holding company's debt to 0 because that leverage doesn't make any sense. In the past, we could justify it by expanding the portfolio. There were also leveraging issues for control purposes, but that's no longer on the table because the portfolio is ready. We're now cleaning up our structure to become more efficient, as Rafael said, but our main goal is to bring the holding company's leverage down to 0 at some point. When do we think that's going to happen? After we have executed our strategy to divest some of our assets efficiently because we need to optimize the sale of interest in our portfolio so that we can intelligently get to our end goal by building value. So there is no date to bring deleveraging to 0. But obviously, we want to create more efficiency, get to an acceptable level of debt service coverage ratio. We're not there yet, but we believe we will be there soon when we start to implement our deleveraging strategy. There's also market conditions that is key to be able to deleverage. And within the portfolio as a whole, we will consider our options. Now let me just make it clear again. At this point in time, we're not saying that a specific asset is to be sold to bring that leverage down to 0. Nothing like that is happening. We're not talking about selling anything significant from any business in the portfolio. I just want to make that point very clear to the market. So having announced the Compass public offering, then we'll do it when the time is right, when we have defined things, we will share it with the market, how we're going to do it, where the funds are going to come from and how the process is going to take place. We're just beginning the process and we will keep the market informed. So the key message is the holding company as it was, doesn't make sense anymore. We will be making the system more efficient, as Rafael said, and we will reduce leverage and execute on sale of interest when the time is right, depending on the amounts that are on the table to affect those transactions. No shareholders are pressuring us to come to a deal at any price. That's a key point because I hear a lot of speculation in the market that we're going to sell X percent of one company or another company. And it feels like we're going to sell assets for an amount that doesn't make sense so that we can deleverage quickly. That doesn't make sense, and it's not being done and it's not going to be done. I just want to make that very clear, we are still committed to bring leveraging down to 0. That is key. We have made that commitment. And that's one of the reasons why we're not investing any funds at Raizen because that is our priority. We want to get to our end goal in a timely fashion, but effectively.

Can I ask a follow-up question, Marcelo? Is that something that is not on the table being discussed to that end goal or something that you have already decided that is not going to happen?

In terms of assets that won't be sold, do you mean?

Yes.

No. We're not excluding any assets at all right now. But we're not prioritizing any assets either as the media has been speculating recently. I just want to deny the fact that we have decided on an asset that will be sold partially or completely to deal with the leveraging issue. That information is wrong. Cosan does not have that goal right now.

The next question is from Regis Cardoso from XP.

Marcelo, Bergman and Tinel. My question is about what you've just said, Marcelo. There have been lots of news recently about potentially selling Rumo. And the price of shares are undervalued. So could you comment because Rumo -- how does Rumo fit in your divestment process? You have shares that are associated to a shareholders' agreement. Were they not associated to them? If you could elaborate a bit more on what will make sense. How far will Cosan go? How far won't it go? What are the boundary conditions, [ high reaches ]?

There have been no changes to our governance. Things are as they always have been. There are some potential interested parties, and they're trying to create rumors in the market to bring prices down. So just to make it clear, we are not thinking about this operation that was in the media yesterday. Absolutely not, which doesn't mean we might not consider selling a stake at Rumo. As I said, we'll consider selling stakes and assets in a timely fashion. We'll do it when the time is right, when the structure is right, when the time is right to execute on that strategy. So that strategy is progressing. Nothing has been defined on specific percentages of any businesses to be sold. So this current speculation that we are involved in selling our full stake at Rumo is wrong. That is not true. I just want to make it very clear to the market again.

The next question is from Bruno Amarin from Goldman Sachs.

My question is to Bergman. Could you remind us about the debt, foreign exchange hedging policy? In the release, you said that one of the measures was -- to reduce that was the impact of the FX variation. Could you talk about your hedging strategy if that debt that's backed to the dollar has been fully hedged? And if looking forward, we'll continue to see the impact of the foreign exchange and mark-to-market on lines, any other lines of the P&L?

Bruno, thank you for the question. Well, going back to our strategy to reduce leveraging, that was a repayment of the debt that had a higher cost and that weren't as interesting to the company. So in doing that, we repaid some debentures and 3 bonds here at Cosan. So right now, we don't have the exposure of those 3 bonds. And what -- the exposure that's left in foreign currency is the perpetual bonds, which you're all familiar with. And what we have been doing in terms of foreign exchange hedging is the 3-year FX protection. So we don't hedge the principal fully. That's the policy. And we've been having satisfactory results in terms of being tolerant to any fluctuations because that's a perpetual debt. So we don't have a specific time line to deal with it. But it's been working for Cosan. So that's my answer to your question for the time being.

The next question is from Bruno Montanari, Morgan Stanley.

If we can go back to what Marcelo said about not selling your full stakes in one single asset. But are you thinking of a minimum stake that you'd like to hold at each of your assets?

And in terms of Raizen, would spinning off the business be a nonnegotiable for you before going ahead with anything you might do in restructuring Raizen?

I'm not sure I understood your question, Bruno. Could you ask it again?

Separating the businesses. Does that have to happen for you to continue to restructure Raizen in your negotiations with Shell?

Bruno, the reason why we're not taking part is because we believe the structure that was presented and that will have to be discussed and approved over time wouldn't fully solve Raizen's capital structure issues. So not separating the businesses is a problem for us. What does that mean? Separating the businesses means that businesses would have to have separate capital structures because they have separate cash generation. And obviously, their capital allocation nature is also different. So to us, for the business to be sustainable and efficient, that would have to happen. But we're not saying that is a nonnegotiable condition because right now, Cosan is not contributing any capital. So we can't impose any conditions that Shell or creditors would have to accept. We're not going to go over anything that's acceptable to Shell and the creditors. What we are discussing is what Cosan would believe to be suitable in terms of capital structure and a permanent solution for Raizen's leveraging issue that would justify Cosan going in considering all of Cosan's restrictions and limitation on fund availability for the time being.

As to your other question, we haven't defined a minimum stake that we want to keep for each of the businesses. If market conditions are right, if there is an actual interest and the multiples are suitable for a specific asset, then we can sell a considerable stake in a business. Now if those are not the terms, then we will definitely not sell any stake in any business. So any speculation about the size of any divestment in whatever business is wrong because we have not formally started any process that might mean we're going to sell X, Y or Z stake at any of the assets. So right now, we are considering every single business as a potential target to be sold partially, but we haven't defined which business will be sold at what percentage.

The next question is from Lucas Ferreira from JPMorgan.

About Radar, could you give us an update on -- you have moved towards divestments. Have there been any conversations, any progress in those negotiations? Because that's a considerable divestment for the current size of the debt. So any updates?

We're still recycling the portfolio. We're continuing with our management. That's part of Pedro's routine. And as Marcelo said, obviously, we're looking into the portfolio to see if there are any accretive opportunities for Cosan shareholders considering what might be relevant over time. There are no concrete news for the time being. And whenever there are any, we will share it with the market.

This concludes the Q&A session and Cosan's Fourth Quarter 2025 Earnings Release Video Conference. For further questions, please contact the Investor Relations department. Thank you so much for joining us, and have a great day.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Good morning, everyone, and thank you for waiting. Welcome to Cosan's Third Quarter 2025 Earnings Release Conference Call. [Operator Instructions] The conference call is being recorded and will be available on the company's IR website at cosan.com.br. [Operator Instructions]

Please note that the information contained in this presentation and in statements that may be made during the conference call regarding Cosan's business prospects, projections and operating and financial goals are based on beliefs and assumptions of the company's Executive Board as well as information currently available. Forward-looking considerations are not a guarantee of performance as they involve risks, uncertainties and assumptions and refer to future events that depend on circumstances that may or may not materialize. Investors should bear in mind that overall economic circumstances market conditions as well as other operating factors may affect Cosan's future performance and lead to results that differ materially from those expressed in such forward-looking statements.

I will now turn it over to Mr. Rodrigo Araujo.

Hi, everyone. Welcome to our earnings call of the third quarter of 2925. Here, we have the disclaimers about future projections and future assumptions with respect to the company's results.

Next slide, please. So looking at the financial highlights of the third quarter of 25, you can see that we had an EBITDA under management of BRL 7.4 billion that's about BRL 1 billion less than 2024 and mostly impacted by the results of Moove, Radar and Raizen that we're going to detail later on. We also had given the lower EBITDA and the higher financial expenses, we had a lower net income in the period, negative BRL 1.2 billion. Our net debt was relatively stable in the quarter, slightly higher than Q2 '25. We had a quarter with lower dividends received. Of course, we have a concentration of dividends in the beginning and end of the year. So that's reflected in dividends for Q3. And in that sense, we also have our debt service coverage ratio of 1x. And this is, of course, one of the main reasons why the company needed to improve and enhance its capital structure and did the transactions that we announced recently.

And in terms of safety, we continue to have positive metrics, low metrics in terms of incidents. Of course, there's an increase compared to Q2 '25, but still highly efficient ratios. And we continue, of course, to have safety as a priority for the company and continue our journey of improving safety over time.

Next slide, please. In terms of operational performance for Q3 '25, we had in the case of Rumo, we had largest -- an increase in the transported volumes but also a reduction in the average tariffs that resulted in an increase in EBITDA of 4%. The company has been repositioning itself over the course of the year to improve its competitiveness in the Brazilian logistics market.

In the case of Compass, we had higher distributed volumes in the quarter, also an increase in the participation of the residential segment that has healthier margins and it's quite accretive for the company as well. We continue to see the increase in the volumes sold by Edge in the unregulated market in Brazil. So we saw a growth of 6% of Compass EBITDA in the quarter.

In Moove, something that we've been talking about. We already see the company having stable volumes compared to '24. When we compare to the second quarter of 25, there was a 13% increase in the volumes sold. So the company is gaining back its track in terms of volume, even though the EBITDA was 7% lower, and we are working on eliminating the logistics and tax inefficiencies of the new production settlements settings for the company after the fire in the Rio de Janeiro plant. We continue with the CapEx of the reconstruction of the plant. And in terms of insurance, the company has already received until October roughly BRL 500 million of proceeds in insurance.

In the case of Radar, we had the sale of properties that impacted positively the results in 2024 that didn't occur in '25. So that's the main reason for the difference year versus year, and we will have the land appreciation review in the fourth quarter. We expect increase in the value of the portfolio given the current market environment.

Finally, in Raizen, we have an increase in the pace of harvesting that was favored by weather conditions. So the sugarcane crushing increased in the quarter, even though we had lower sugar prices that affected EBITDA. And we also have an overall lower volume given the drought and fires that affected the company's production for this year. In the fuel distribution segment, we see a very healthy environment. We see operations of the federal police in Brazil and the crackdown of irregular players that's translating into higher margins and healthier margins. So we have quite relevant margins in the fuel distribution segment in Raizen.

Next slide, please. In terms of liability management, you can see that, as I mentioned, gross debt relatively stable, net debt slightly higher, interest coverage about 1x. And in terms of the amortization schedule, we continue to have a duration of roughly 6 years with an average cost of CDI plus 90 bps. So no relevant change in terms of the debt structure of the company.

And finally, when we look at the cash position through the quarter, we have no relevant events in terms of liability management. We only have the dividends received and interest payments in the quarter. So those were the only events that happened this quarter compared to the second quarter. So that's the main reason for the changes in the cash balance.

So next slide, please. So thank you for participating in our earnings call of the third quarter of 2025, and we continue with the remaining of our earnings call. Thank you. Thank you for joining.

[Operator Instructions] Before we begin the Q&A session, Mr. Marcelo Martins would like to say a few words. Please go ahead, Mr. Martins.

Good morning, everyone. Thank you for joining us at our earnings release conference call. And before we move on to the Q&A session, I'd just like to make a few comments because this is a key time for the company.

I'd like to talk about what Cosan is going through right now. Since there's been a change in management at Cosan, more specifically when Nelson stepped down as a CEO and went to Raizen and I joined as a CEO, roughly 12 months have gone by. So a year after that change, and that's when we first started discussing our objective to improve Cosan's capital structure very objectively, and we discussed different alternatives. We've always made it clear that we wanted to as efficiently and constructly as possible, preserve the portfolio and look for an encompassing solution that would be definitive and to provide a positive perspective for the business and for Cosan.

All of you who have taken part in conversations with us, with me here at Cosan or at other events will know that we've always made it clear that our first option was to potentially divest from some assets, but we also wanted to preserve the quality and integrity of our portfolio to continue to be a compelling company for future investments. And that's precisely what we did. We looked at what Brazil was going through, what the market was going through and came to the conclusion that the best option was to find relevant shareholders that could make significant contributions to the future of the company at an investment size that would also make sense.

So in our pursuit, we identified a few potential investors, and I am completely confident that we ended up with the best investors possible for the future of this company. We were able to not only increase capitalization significantly, so reducing the company's issues substantially. So even if we still have a residual divestment balance so that we can reduce Cosan's debt to 0 or close to 0 in the near future, which is another commitment I've made to investors. We looked for a relevant transaction with the contribution of these new shareholders as the main factor and also some subscriptions to this new public offering that ended last week.

I'm very happy to say, and I can speak for myself, for Cosan and Rubens as a controlling shareholder of Cosan that we are extremely happy to have highly valuable shareholders who have huge credibility in the market. They're very successful. They're fantastic risk managers, portfolio managers. They are very familiar with the infrastructure sector and considering our portfolio right now, they will make amazing contributions to the future of this company.

So before anything else, I wanted to thank Boston and their commitment the level of involvement they've shown to the process and the fact that we were able to conclude this transaction. So looking forward, very excited and fully confident in the future of this company. That said, we know that as of now and over the next few months, probably the next year, we will be focusing entirely on integrating the new shareholders with a shareholder getting to know the companies in depth. You know the level of contribution they'll be making and what we expect as well at the Board at Cosan and the invested companies. The objective is to fully engage this group of shareholders, looking at future investments, that should bring the company's debt to 0 or close to 0.

We also want to make it very clear that we do have divestment priorities, but this plan will be executed at the right pace so that we can really create value without any pressure to sell assets at any price. That is not going to happen, has not happened and will not happen, especially now that we are in a much more comfortable position when it comes to capital structure. So we will be focusing on our portfolio on identifying the priorities at Cosan looking forward and divesting so that we can execute our plan as efficiently as possible.

And we're going to look at growth options down the line once we know the way forward, then we'll be able to look at assets that will become part of this portfolio in the future because, obviously, we want to unlock value and to use the levers we've always used in the past, but which hasn't been possible for the time being, given that we'll be focusing on rebalancing our capital structure. That's the main change now. We have a completely open horizon whilst a while back, there was quite a high level of uncertainty.

So that was basically what I had to say. These are just my opening remarks, and we can now begin the Q&A session so that Rodrigo and I can answer any questions you might have about our results.

We will now begin the Q&A session with Mr. Marcelo Martins, Mr. Rodrigo Araujo, and Ms. Camila Amorim. [Operator Instructions]

Our first question is from Gabriel Barra from Citi.

My first point based on what Marcelo said is about supply. What was the allocation rationale in terms of supply and the outcome? I know Marcelo touched on it, but if you could provide us with a bit more detail, it would be really interesting to hear about that.

And second question, also touching on what Marcelo said is after this capitalization, the company is a bit more comfortable and can now think about restructuring the portfolio, selling assets. If we could talk specifically about Raizen, even if the company is in a more comfortable position now with a better capital structure, Raizen has been burning cash and you've changed the perspective of the second offering to strengthen the subsidiary company's capital structure. So could you tell us about Cosan's strategy considering the subsidiary companies? Will there be a third entrant? What are the options on the table? Could you tell us about that? So those are my 2 questions.

Thanks Barra. I'll start with your first question, and Marcelo can answer your second question. About the offering, this transaction was big enough to be relevant for the company's capital structure and for new partners to come in with expertise in infrastructure in Brazil with a long-term strategy and an amazing plan with the new partners. And that can be seen in the stats of the offering. The first offering was 10x the demand. The second offering was also significant. So we had 2 very successful offerings. And an interesting challenge in terms of allocation.

For the first offering, we kept what we said to the market when we announced the offering, so we prioritized existing shareholders. The first offering had one non-shareholder that was long term strategic and was allocated. The rest were all part of the company's existing base. The second offering was a priority offering but we went beyond that and gave allocation priority to the existing shareholder base. 2/3 of the offering was allocated to the existing base. So we've really prioritized the company's long-term shareholders who've been with the company a long time, believing in our recovery journey.

So in summary, we had 2 successful offerings where we kept what we had said that we were going to prioritize our existing shareholders. I'll turn it over to Marcelo so he can talk about our capital structure.

Well, Gabriel, adding to what Rodrigo said, we were very happy with the level of interest and demand for our first and second offering, which is a clear testament to the fact that the market is betting on the future of the company as well as knowing that this was the best solution possible considering the different alternatives and that we were committed to the market to resolve our capital structure this year. That's why it was so important to deliver on all these elements within 2025.

As for Raizen, yes, we do understand solutions for the company's capital structure are required urgently. And I just want to say that I'm very happy with what the company's management has been delivering. And considering all of our expectations concerning what was to be delivered, I'd say management has complied with what we had expected for this year, 100%. Despite the challenging scenario, deliveries have been very positive. And a lot of points were addressed during the call on Friday. We know that this is the best way possible and it will be very positive for the portfolio and for the companies in the future. But obviously, capital structure challenges remain our conversations with Shell have progressed considerably. On a number of aspects that can be potential solutions or solution, we have made progress, although we haven't yet come to a conclusion about the way forward. I'd say that in our conversations with them, the clearest direction compared -- is much clearer than we had a few years -- weeks ago, but we haven't come to a final conclusion yet to announce to the market.

We have been working hard on it. This is a massive priority for me and Cosan's team. After Cosan's capitalization we know that we need to focus on that, and we'll continue to work on it with a sense of urgency and closely with Shell so that we can come to a conclusion. I can't share with anything with you for the time being because we're still working on it. We haven't come to consensus on their side or on our side. So no conclusions yet.

What we did do recently during the second offering was to announce that we might be using proceeds from that offering to capitalized companies, broadly speaking, and Raizen is included in that. So that remains, obviously. We have already disclosed that because we think that's a key consideration when it comes to Cosan. And depending on the solution, if it's a broad solution with a positive effect, we will definitely consider that capitalization. As I said, we haven't decided on the terms yet. And in fact, the structure to be pursued so that we can continue to deleverage the company hasn't been decided on yet. But our commitment to get to the right solution and to potentially making a capital contribution remains as we had said previously.

The next question is from Isabella Simonato from Bank of America.

You touched on many different points, including the new shareholders and Raizen's process. And on Friday, during the call, you also announced several Board changes to the directors. I would imagine that comes from a shareholders' agreement that was signed. But if we could also talk about the context of the changes in directors, which at the end of the day also had an impact on Raizen at a crucial time, as we all know, when they're working on the balance sheet. So if you could provide us with more color about that, that would be very helpful.

Well, yes, those changes to the Board are a consequence of the new partners coming in. We had agreed that those changes would take place. And obviously, totally in line with the new partner's contributions to the company. Not only were we expecting those changes, but we also believe that they are extremely positive to the future of the company.

Another point, which I didn't mention during my opening remarks, but I will now, before I address the financial changes is that we have been making significant changes at Cosan to streamline the team and to streamline the company itself. We believe that in line with Cosan's future and the contributions the company will have to make to its portfolio, it is important to streamline the holding company and to generate more efficiencies, which is something we've been thinking about for a while and now is the time to do it. I think that streamlining process will be very accretive in terms of value to Cosan. Streamlining the holding company and reducing expenses will also be a huge contribution in addition, obviously, to the capital increase. So that's how we're going to proceed.

As for the changes in CFOs. Now that Rodrigo is leaving and with the objective of bringing in people from inside the company who have the knowledge and who can run this area with in-depth knowledge of the portfolio and the process, it had to be somebody from the company. Bergman has been with us a long time, 14 years, I think. He's been through many companies in the group. He has a lot of experience within the group. So he's highly qualified to take on the job. And since the holding company is focusing on the portfolio, the partnership with the new partners and focusing on the portfolio more constructively, it was key to bring in someone, if I may use a word in English that could hit the ground running. So he is somebody who is going to come in and hit the ground running and continue to manage things as we expect them to be managed now that Rodrigo is leaving. And somebody who is going to come into Rafa's place to make the right contributions, who had experienced enough to run such a complex company as Raizen. Hence, Lorival is now taking Rafa's place.

What I wanted to say is that during the 2 years, Rodrigo spent with us, he made massive contributions even though it wasn't a long time, he was extremely active. He had a huge role to play and made exceptional contributions to the company. When we said we were going to sell our stake at Vale and with the current capitalization, that means we move BRL 20 billion in the Brazilian capital market in 12 months. That's a historical milestone for any company in Brazil, especially considering current times. So I really want to thank Rodrigo for his contribution, and I wish him the greatest of successes in his next professional stage.

Excellent. Marcelo, if I can have a follow-up question, please. Looking at the shareholders' agreement, it's clear that the new shareholders can join the Board, and it's slightly different at Raizen. Rubens -- and will be more in charge of the JV and the JV decisions. Did you make that decision? Did Shell have an opinion? And also, congratulations, Rodrigo, on the last 2 years. And I wish you success on your next stage.

These are actually, our new shareholders' agreement will keep the same terms as the pre-existing shareholders agreement. And these were the terms for Raizen already. So what we agreed with the new partners is that we wouldn't change anything. We would keep the same terms. There was no reason to change it, and that is our agreement with Shell. That's why Raizen was the exception. We have kept the appointment of the Board members in line with the shareholders agreement that is in force.

As Rodrigo leaves, we're going to replace him at Raizen. We have an idea of who's going to do that, and we should be doing that soon. I just wanted to make that clear. And obviously, it won't be anyone appointed by the new partners for the reason I have just given you.

The next question is from Thiago Duarte, BTG.

Good morning, everyone. Marcelo, Rodrigo pleasure to talk to you. If we can go back to Marcelo's opening remarks about the role the holding company has to play in this new context. Historically, Cosan has been going through different formats as a holding company, diversification, then simplification, eliminating holding companies along the way. In the last few years, there's been a significant investment cycle at the holding company and the subsidiary companies. And now with the offering, things are much more tangible. You're talking about a significant simplification with new partners coming in the controlling shareholders group, not only in terms of reducing expenses, but also bringing down the company's debt to 0. So given that context, once this process is concluded or is on the right track, a significant part of it has already been done. What will be the role that Cosan as the holdco will have to play in the future?

And I also have a second question. Considering the funds that you raised and considering that a major part of it, if not all, will be used to reduce the holdco's debt, as you said. My question is what part of that debt would you be tackling? Do you think it will be the cost of debt or the maturity, the duration? What kind of an impact will that have on your liability and liquidity?

I'll start with your second question, Thiago, and then I'll turn it over to Marcelo to talk about the holding company. Yes, you're right in terms of how the funds will be used. Substantially, they will be used to pay for the debt, we had already announced that during the offerings.

In terms of priorities, there is a cost packing order to be tackled because the duration is compatible. And there's a lot that can go into call in the short term. And the trade-off will end up being positive between a high cost, but also a duration contribution.

In terms of the duration itself, I think there is a first stage where there will be a reduction but once the company's credit improves, we'll have more opportunity for tactical operations in the long term. We don't have anything maturing by 2028. So in terms of that kind of pressure there isn't any. And a really good duration for the holding company's horizon. So we'll be focusing on costs, but naturally, there will be an opportunity for a part of the debt, which is callable in the short term to have a positive impact on the duration as well.

I'll turn it over to Marcelo so he can answer your first question about the holding company.

Well, Thiago the last time Cosan had a capital increase before this one, obviously, was in 2007. So that was roughly 18 years ago. And that capital increase took place before we started diversifying our portfolio because the first acquisition of sugar and ethanol took place in 2008 when we acquired Esso Brasileira de Petróleo. So in practice, all the financing of these acquisitions of the companies in the portfolio took place in the last 17 years, which means that if we had leveraged the company in time because, obviously, that capital increase was crucial for that acquisition, but not enough to build up a portfolio that leveraging took place gradually over time. And it wasn't efficient because it's -- this is a pure holding company. Up to the point where the macro scenario changed, interest rates, skyrocketed and that coincided with the recurring leveraging of our stake at Vale.

So we started going in a direction to where to resolve the company's capital structure, either would have to make a significant sale in the portfolio or have a capital increase somehow, which is what we did. So the holding company played a role in the last 17, 18 years that has changed. It doesn't make any sense continuing to use Cosan as a leveraging tool for future growth. First, because it's been clear to us for a while, especially our experience with Vale that we shouldn't develop any other verticals using Cosan's resources. So future investments will be made through the controlled companies when that makes sense again when the time is right. So there's no sense in continuing to leverage Cosan over time. It doesn't make financial sense. It's fiscally inefficient. So the holding company, regardless of our active participation in portfolio management, the holding company will no longer be a vehicle for future investments. We need to consider creating efficiencies and streamlining it over time, and that is our objective for now.

Now what will happen once we get to a size that makes sense and the leverage that makes sense, then we'll discuss it again. But right now, we want to create efficiencies and streamline it.

The next question is from Matheus Enfeldt from UBS.

My first question is based on what Marcelo said about timing. I know it's hard to say, but there's a lot of news about Cosan being in a hurry to resolve investments, to reduce the company's balance sheet in the very short term, which diverges from what you said, Marcelo which is that you now have the time to do it gradually. So I'd like to hear about that timing difference. When do you think we'll be able to see new decisions about the company's portfolio? And also in terms of timing, the message about Raizen sounded very different to my ears in the sense that Raizen doesn't need capital immediately, that it's in no rush, that it can perhaps wait for 2 or 3 years. Whereas what you said, Marcelo, is that they want to resolve it in the short term. So could a potential solution for Raizen happen in the next 6 months? Or do you think it will be over the next 2 or 3 years? So that's my first question.

Second question is about Moove. We haven't talked about Moove yet. I'd like to hear more about the company's results. You had quite a solid result. How much of that came from operations? How much of that is a result of insurance proceeds or tax credits? I'd just like to hear about what's recurring and how the operational business is running?

Thanks for the questions. I'll start with your question about Moove and Marcelo can talk about the company's balance sheet and timing.

Let me just recap what we showed during the presentation. In terms of volume, the company is well covered. If you compare it to the same period last year, you can see that there's been significant volumes recovery, the reconstruction CapEx. Obviously, the dismantling and reconstruction of the Rio de Janeiro plant is ongoing. And given the volume solution, the company is focusing on eliminating tax and logistics complications in the setup, which transfer interstate products, a return of ICMS credits. The logistics is much more complex than if it was centralized in a single asset. So the company is working on that so that it can land on a new production setup. It's not just about the real plan, part of what was going to be done that will be done to the facilities that we've been acquiring over time, especially in Sao Paulo. So the company is on track to position itself competitively. And given everything that happened, that's quite remarkable.

In terms of the insurance proceeds, yes, there was a considerable recognition in the second quarter, another BRL 200 million in the third quarter. But the main thing than the accounting recognition was what we expected that would happen, which is significant cash coming in, BRL 300 million in the second quarter, in October another BRL 200 million, which we have announced and that reiterates our confidence in the process. And we are confident that the company will recover. And again, the Rio de Janeiro plant reconstruction CapEx, as I said, part of the insurance was associated to property. So we expect that Rio's plant CapEx will also be covered and realized over time.

I think that's it. And I'll turn it over to Marcelo.

Matheus, let me make it very clear so that there is no doubt. Our sense of urgency at Raizen is obviously much more along the lines of 6 months than 2 years. There's no question about that. As we continue to talk and define a strategy with Shell, not only will we announce that, we will also start executing on it as soon as possible. And there is definitely a sense of urgency.

No, we do not think that we can wait for 2 years before we find a solution for Raizen's capital structure. The point is that it has been delivering significantly but that's part of the equation. The sense of urgency is there.

As for the portfolio, what I said was there is no need for any fire sale of assets. In other words, we will do what's best to solve the company's indebtedness and the portfolio's prospects without burning assets. That doesn't mean there is no sense of urgency, but it's changed with the capitalization. So we have resolved a major part of the capital structure. And the rest will be done, delivered and announced will be executed in a time frame that makes sense, in a schedule that makes sense, for the price that makes sense and the right mood in a coordinated and organized fashion.

We don't want to give anybody the impression that we're rushing around trying to sell assets. We didn't do it in the past when we needed to raise funds. So obviously, we're not going to do it now, considering that a major part of that solution has been found.

The next question is from Monique Greco from Itaú.

I have a couple of questions. If you could provide us with more detail about some of the things you've already touched on. First question is if you can comment on the streamlining measures at the holdco level. Have you mapped them? Have you started implementing them? Do you have a time frame in mind to get to the streamlined level you would like? I heard that you are hoping to cut annual expenses by half at the holdco level.

My second question is about the divestment agenda. Could you comment on the order and the pipeline? What would make a sense focusing on first?

Thank you, Monique, and thank you for the questions. Well, with regard to implementing measures, as Marcelo said, we have mapped a process to streamline the structure at the holdco level, partly decentralizing some the rules, which is something we had already been doing.

Now looking forward, we want to bring the holdco to a level that is strictly necessary. So we'll be focusing on what will remain in the portfolio. For next year, considering this personnel streamline, we should be saving about BRL 30 million for next year. That 50% reduction entails a few other initiatives. As you know, our prospectus announced that we are looking into the company's ADR because of its relevant annual cost. It's over BRL 10 million when we consider all the associated costs. So that's something we're considering, and other things as the physical space as well as other expenses based on what the company has been doing and will take place over time.

So without giving you a time frame, we believe that it is very doable to bring -- to cut down on costs by half. As Marcelo said that is key in terms of capturing the value of the deal we announced. So it is in our interest to implement those measures as quickly as possible so that we can capture them also as soon as possible. And Marcelo will tell you about our divestment agenda.

As we've been saying to the market, Monique, divestments should take place following the order of capital allocation priority within the portfolio. And obviously, considering that we should start with Radar. So if you look at our portfolio and the level of priority of the business is looking forward, I think Radar is possibly the company where we might consider thinking selling a more considerable share. The rest will come as a consequence of that first step, obviously, depending on the size of the divestment, then we can allocate it to the other businesses as we consider a combination of value, size of the business and the future strategy for investment in those businesses. That's why it's the asset that makes the most sense to start with at the moment.

The next question is from Regis Cardoso from XP.

Good morning, Marcelo, Rodrigo. Congratulations on the offering. Your exit will surprise, Rodrigo, but it will leave an important legacy. Marcelo you just talked about Radar, would it make sense to sell more assets or a stake in the company itself? And if you could talk about Rumo, would it make sense to sell a stake? Is there a minimum stakehold and needs to have to remain as a controlling shareholder? And the same applies to Moove, I would imagine that in time, a decision to raise funds at Moove would depend on resuming production. And I don't know if there's anything else on your radar in terms of when it would be possible to normalize things.

Well, first of all, with regards to Radar, it's a combination of factors. We can continue to sell properties that are part of the portfolio or sell a part of Cosan's stake. Obviously, there is a trade-off between speed and what makes the most sense in terms of adding value. So we'll look into that to make a decision on the best way forward. We know that, that is compelling to many investors. We have an exceptional portfolio, one of the best portfolios in Brazil. Its size is considerable and a performance track record that is also exceptional. So those are all very positive factors when we consider a significant divestment in that business.

As for the other businesses, and I can speak for all other businesses, they are considered very relevant to the portfolio with the potential to create huge value, all of them without exception. If we are effectively going to consider selling a stake in some of them, more diluted stake in more than one of them or if we're going to concentrate it more in one rather than the others, will depend on, first, understanding our strategy looking forward as well as potential buyers and opportunities that may arise. Always, always bearing in mind that value is key. We have built this portfolio over time. We've made considerable progress in terms of growth investments. And obviously, we will make divestments that make sense for the right price depending on the demand, but also obviously considering what is key to the portfolio as a priority.

May I ask a follow-up question, please? What about capitalization at Raizen? Is there a maximum amount that you'd be willing to contribute?

Well, that is under discussion, but in the context of the offering, I think we've made it clear where that amount would be, right? Where that value would be. We're currently discussing that. I mean it will depend on how our conversations with Shell goes. It depends on what they will be willing to do. It depends on many other factors. But on our side, let's remember all of our statements, the first offering, the second offering and the context. So it will be within those thresholds that we announced to the market.

This concludes the Q&A session. I will now turn it over to Mr. Marcelo Martins for his closing remarks.

Well, thank you again for joining us. And this has been a very exciting journey. Our objective is to resolve Cosan's capital structure and more broadly speaking, all the group's companies. We are extremely happy with where we've got to and very excited with the prospects for the group, its portfolio and a clear notion that we will be able to create significant value, again, as we have done in the past. So we want to stop just resolving the company's capital structure and start building again. But until we do so, that's what we'll be focusing on.

Construction will come after that. Once again, I want to thank Rodrigo and the whole team for their huge effort, the professionalism, everyone at Cosan, even through tough times when we're talking about cutting down on our personnel, as we know, their level of commitment and professionalism is unique. We are undoubtedly one of the best companies in terms of its people.

I want to thank my own team. I want to work -- to thank everyone who works for the companies in the portfolio, and thank you for joining us. Thank you.

Cosan's Third Quarter 2025 Earnings Release Video Conference Call is now concluded. For further questions, please contact the Investor Relations department. Thank you so much for joining us, and have a great afternoon.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Good morning, everyone, and thank you for holding. Welcome to Cosan's conference call. [Operator Instructions. Please note that this conference call is being recorded and will be available on the company's website, cosan.com.br, after the call. [Operator Instructions]. We emphasize that the information contained in this presentation and any statements that may be made during the conference call regarding Cosan's business outlook, projections and operational and financial goals are specific to the implications and goals of the company's management as well as currently available information.

Forward-looking statements are not guarantees of performance. They involve risks, uncertainties as they refer to future events and therefore, depend on situations that may or may not occur. Investors should understand that general economic conditions, market conditions and other operational factors may affect Cosan's future performance and lead to results that vary materially from those expressed in such forward-looking statements.

I will now hand it over to Mr. Rodrigo Alves.

Good morning, everyone. Thank you for participating on this call. Today, we will cover the material fact announced yesterday to capitalize Cosan and establish a strategic partnership. So first, we have the usual disclaimers on future estimates and that this does not mean the realization of any offering from the company.

So let me start with the merits of this operation. I think it's important. You probably have followed through time in our results calls and in recent quarters, the company has been going through a deleveraging journey to adjust its capital structure. And this journey, well, it has some divestment. We have divested earlier this year. There's also this exercise of liability management. And yesterday, we announced a very important step in this journey. It's not the last one, but it is extremely important, which is increased capital, BRL 10 billion by the company anchored by anchored investors or a consortium.

And in this operation, they will subscribe BRL 7.25 billion. This operation addresses several issues we have been discussing. It clearly has financial merits. It addresses the company's leveraging and the operation also brings several other relevant characteristics. It brings new partners. Aguassanta is still the controlling shareholder for the company, but now with 2 partners with amazing track record in capital placement, financial discipline and infrastructure assets in Brazil.

Aguassanta is associating to 2 potential new investors that add a lot of value to the company. This operation brings much more than just the financial aspect. It brings governance, perennity of capital, continuity. So this is a package that creates value. It's much more than just capitalization.

So looking at the capital structure, it is important to mention 2 things. Funds are fully allocated to enhance Cosan's capital structure, and the proceeds will not be used to capitalize Raízen. These funds are exclusively to deleverage Cosan, and this is an important point. Regarding strategic fit, so the profile of investors, we have BTG Pactual Holding, and it's important to clarify, this is not an investment made by the bank. It's made by the holding and by the asset management. And we have Perfin Infra. These are investors who have a long track record in investments in Brazil, and they are committed to Cosan and also to Cosan's shareholders in the long term.

We'll give more detail about that in a minute. Regarding governance, this new shareholder agreement creates alignment between these 3 investors. And Aguassanta vehicles, the controlling shareholder, Mr. Ometto is still the controller and he holds 50.01% of the shares bound to the agreement.

Okay. About the offering itself and capitalization. Before we go into details, it is important to mention that the offering is the result of a long process, a private competitive process. The company have been studying and mentioning this in previous calls, possibilities to address deleveraging.

A point that was always important for us was the preservation of the quality of our portfolio. This is a deal that ensures the quality of our portfolio and the continuity of our journey. This is a result of several attempts and several conversations throughout recent months. This was actually a competitive process, and that leads to the offering itself.

So we have 2 offerings and I'm going to give more details. They are not simultaneous. It's one after the other. The first offering is an EGEM offering. So it's a large market exposure or a large issuance. It's a public offering, no priority. It's common shares, an ordinary bookbuilding process. And it has a firm proposal, BRL 5 per share, and that can mean a subscription of BRL 7.25 billion.

The public offering can have a hot issue of up to 25% of the base offering. So that means an additional BRL 1.81 billion. And it has relevant characteristics, the first offering. One of these characteristics is that all investors that participate in the transaction will receive 50% of the shares subscribed with a 2-year lockup and 50% have no lockup. The Investor Consortium that is coming in as anchor investors for the offering agreed in adding an additional lockup period, a 4-year lockup, so above the ordinary lockup of the offering.

Another important point besides minimum allocation, which is traditional, is that the bookbuilding process itself, so the allocation of investors will give preference to current investors of the company. So it's not a priority offering. But in the allocation process, the company will give preference to its current investors.

So we want to also bring these investors into the deal. After the pricing of the first offering, we will have the second offering immediately after that. It's a priority offering. The Investor Consortium will not be part of the second offering. The second offering is up to BRL 2.75 billion. And I'm going to explain that. it communicates with the first offering.

So the second offering depends on the amount raised in the first offering. Combined, these 2 offerings will reach BRL 10 billion. Depending on what comes addition to the firm offering, the BRL 7.25 billion, we can have more or less funds being raised in the second offering. And this is all capped or limited to BRL 10 billion. The second offering is a priority one that takes into account the shareholder base from the last Friday, the last trading session. So investors will not be part of the second offering.

Another important point, the price of the second offering is the same of the first one. So just to explain this a little bit better and the main aspects, first offering -- it's an EGEM offering with no priority rights that will attempt to allocate the consortium fully with the firm offering that was made by them.

The process entails traditional bookbuilding and offerings of this case that happens, and we have this possibility of 25% of hot issuing in the first offering. In the 25%, we will give preference to historic shareholders of the company. I'd like to highlight that the allocation of the first offering, so the characteristic of the first offering, each investor will receive 50% of the subscribed shares with a 2-year lockup and 50% of the shares have no lockup.

For the second offering, the volume will depend on the first offering, as I said. So the total will reach BRL 10 billion. Second offering, no lockup, and that's another important characteristic. Second offering has no lockup to investors whatsoever. It considers our cut date of September 19, and it has the same price of the first offering.

If I can give you some color on the use of proceeds. The use of proceeds will be used for deleveraging purposes at Cosan, as I said. So here, you see our net debt, our financial debt. And it's clear that the deal is sizable, and it is quite relevant in our deleveraging process. It's important to mention something we had said before. The future growth of the company will take place through its business portfolio, [ development of group business ]. And of course, having a healthier capital structure at the holding level enables the business development of our portfolio as a whole in a more effective and strategic manner.

Regarding the 2 investors that are coming in now to partner with Aguassanta, this is a summary of their credentials. They are very well-known, very relevant groups with expertise, not just financial expertise, but operational expertise, infrastructure, management expertise. As I said, BTG is not investing through the bank. They're investing through the holding and the asset managers. This is an investment from their partners.

Of course, shareholders, they have -- their sound investors. So besides their operational track record and the execution capacity, these are shareholders that do bring perennial and long-term capital into our company.

Let's look at the share -- the final shareholder structure. There are some important aspects here. The first one, as I said, Aguassanta remains as a controlling shareholder of Cosan, 50.01% of the shares bound to the shareholder agreement. If you look at the table on the right-hand side, it's clear. For the agreement, we have the bound and unbound shares.

So we can see that Aguassanta has the largest share -- largest percentage of bound shares. When we look at the total figures, Aguassanta, we have the figures, 21% and as you see on the graph. But for Bound shares, Aguassanta holds directly and indirectly most shares. So it remains the controlling shareholders.

On the left-hand side, you see that the capitalization of the shares, BRL 7.25 billion. This happens through the holding structure. that's the HoldCo that has 24.9% of shares. Well, HoldCo organizes the bound share process and the inbound share process, and it organizes the governance between the partners. That is the function of the HoldCo. And as you can see also at the bottom part of the slide, that unbound shares will be appear also directly at the company. So HoldCo plays this role. Part of BTG and Perfin's shares are unbound from the shareholder agreement.

Let's look at the governance structure. As I mentioned, the shareholder agreement establishes a long-term relationship. It's a 20-year agreement and investors are committed to a 4-year lockup period. Mr. Ometto or a person appointed by him remains as Chairman, so 6-year period. And after the 6-year period, there is a possibility of a change in the bound aspects of the agreement and maybe a rediscussion.

But Aguassanta still has most bound shareholders, and they are controlling shareholders. Aguassanta appoint 5 Board members and will be an independent one. BTG and Perfin will appoint 4 Board members and 1 will be an independent member. The consortium of investors will be participating. This is part of the process to improve our portfolio and to create more value for shareholders. So they will be participating in the Boards of our company -- the companies in our portfolio. And this is an important aspect as well.

Another characteristic of the agreement worth highlighting is the search to implement new committees at Cosan, but also to improve our work. So we have an important focus on the People Committee that have relevant responsibility in managing the talent pipeline for the company and also the creation of an Operational & Financial Committee, focusing on maximizing value of the assets in our portfolio.

So this is governance that allows for joint value creation between investors in Cosan's portfolio. So let's look at the transaction timeline. So first, we have the deal announcement that was yesterday, and we are here detailing that. As part of the process, the company will convene by tomorrow an extraordinary general meeting. And the goal will be to approve the waiver of the clause for the consortium of investors and increase the -- and approve the increased capital that will make feasible the BRL 10 billion capitalization for the company.

So we will convene an assembly. It will take place on October 23. The assembly then will approve these 2 topics, the waiver and the increased capital. And on the 23rd, the company will launch the first offering, the one that I mentioned, the EGEM offering, nonpriority, traditional bookbuilding model. This offering will have a 7-day roadshow as well as the operational subscription for retail investors, and the offering will be priced on November 3.

After it's priced on November 3, the company immediately launches the same day, the second offering, and that is a priority offering. The second offering takes into account the shareholder base from the last trading session. So from Friday, anchor investors are not part of the priority offering, and then we will have the bookbuilding process, the roadshow for the second offering as well, and the second offering will be priced on November 11.

So this process will be executed using financial information from Q2 '25. And this will be concluded before we make public Q3 results from the company. Just summarizing, the company, as I said, is going through this deleveraging journey. And now with this event with relevant capitalization, we enter a new chapter in our journey. It's not the end of the journey. The company has a multiyear plan to reduce leveraging, to streamline and simplify the holding structure to reduce costs and expenses in the holding structure. So we go into a process to continue in our deleveraging journey in order to simplify.

I also want to mention that the funds will be used to deleverage Cosan. There will be no capital injection in Raízen with these funds. The focus is still the existing portfolio of companies. The growth journey of our group will not have new verticals. We will not open new verticals. We will use the existing portfolio companies, and we want to develop this portfolio.

But with a sounder and more healthier capital structure, we can do that in a more efficient and strategic manner. No new verticals. And there's something that is extremely important for us, which is a very high level of discipline in capital allocation. And now with these 2 new partners, amazing in capital allocation, they will certainly contribute to the future of the company and of our portfolio. Before we move to the Q&A session, I just wanted to give the floor to Marcelo Martins for his closing remarks and also to Mazzola on behalf of BTG and Ralph on behalf of Perfin. Thank you for your attention.

Good morning, everyone. I think Rodrigo spoke about the main characteristics of this deal we are currently doing. So as this announcement to the market. As of last year, we've had frequent conversations and I believe clear communications with the market about our goals. As you know, we wanted to rebalance Cosan's capital structure. Our goal is to deleverage the company, so we have more financial flexibility to keep the assets in our portfolio and manage our business healthily and sustainably. That's why we now have these new partners adding value to our strategy.

So now we will gain traction with these partners and also they will bring a relevant contribution to the company. These 2 points are very relevant. And thirdly, as I spoke in our last earnings conference call, we also want to ensure we have a smooth succession process in time.

What we've announced to the market yesterday and today will address all of these points in a very adequate manner. We've attracted private investors who are willing to participate in the public offering. This was one of the requirements -- and according to terms whereby the market will be able to participate, as Rodrigo mentioned, we will conduct a public offering. And although there will be no priority in the subscription, we open up the possibility for participation and the result may be a price different from BRL 5.

We've also opened the possibility of having an effective second public offering under different conditions from the first. In the first offering, we've had a shorter lockup than that lockup of our anchor investors. And in the second offering, there will not be a lockup period. I'd like to thank BTG and Perfin who are great partners in terms of their financial expertise and portfolio managers, they will contribute with their expertise for the future of Cosan.

In addition, we have been able to protect our portfolio, which was key for Cosan so that we remain attractive for current and future shareholders as we believe we will have your confidence to build the company from now on to the future.

Thank you all for joining us. I want to thank Mazzola and Ralph and let me now give the floor to Mazzola.

Good morning, everyone. Thank you, Marcelo. Thank you, Rodrigo. Let me begin by telling you, we want to make it clear that this investment is made by the bank's holding, by the bank's partner, together with our asset management area, where we have private equity funds, venture capital funds. So this investment is made by the partners in our holding.

Let me also emphasize that we feel highly confident in Cosan's assets and in the team of people who manage these assets every day. We believe these are unique assets. We really believe in the team. We believe in the assets and we believe we have a great potential ahead of us. There are many interesting things we can do, and we believe [Technical Difficulty] can contribute to develop these assets.

On BTG side, all future investments in highway and railway assets or also in lubricants. And when we look at Compass, where we have the gas operations, we will have investments only in these vehicles. There will not be competing vehicles on our side. The only perception of a possible conflict with Nove would be on Edge, but we've decided to be out of that Board. So there will be no problems, not for Compagas, not for this deal.

So we just want to emphasize, we feel highly confident, and we believe we can add a lot of value to these assets in the next few years. As Marcelo mentioned, we will be together for many years ahead after the shareholders' agreement. Thank you.

Good morning. Good morning, everyone. Thank you, Marcelo, Rodrigo, Mazzola for us at Perfin. It's a huge privilege to be part of this very relevant group. We admire the founders, and we're happy now because Mr. Ometto allowed for us to also contribute as partners. We want to humbly contribute for these processes for the company. We truly believe in the assets that the company currently manages. And we believe if we can improve the capital structure, we will be able to also improve the company's portfolio to be able to grow organically and also maybe through acquisitions.

We believe these companies can still add a lot of value in the mid and long term. As Mazzola mentioned here at Perfin, we always want to be part of platforms where we have top partners. And so that is why we made a decision to participate in this consortium so that we can grow together in the long term.

Let us now begin our Q&A session. We will open the question-and-answer session with Mr. Marcelo Martins and Mr. Rodrigo Alves. Now the first question comes from Thiago Duarte from BTG Pactual.

I'd like to ask Marcelo. Marcelo, in your earlier presentation, you referred to succession. And I believe you also mentioned about succession by the midpoint of August in the last earnings conference call. You said succession in Cosan was one of the top priorities for the group as well as the capital structure. And I believe you have spoken about the capital structure. You've spoken about this deal, and it will address both things at the same time, I believe.

But there is something else which you've also mentioned and somehow you've emphasized it today that about the mid and long term that the Cosan holding will no longer have a net debt. We have been discussing about this for a number of years because you don't really have tax benefits, and so it doesn't really make a lot of financial sense.

And so now trying to bring these things together. So the succession plan, which has now been addressed, thinking about the medium and long term for the company and also your ambition to deleverage the company, which will be significantly reduced after this deal, but it will not come to 0, I believe. And maybe that was one of the goals you mentioned.

So I'd like to ask you about the next steps in terms of growth and also in terms of opportunity to release value, considering you've addressed the succession in the company and also about your goal in the medium and long term to bring the net debt to 0.

Thank you, Thiago, for the question. Let me begin talking about the company's leverage. We have a complex equation, which is that we want to reduce the group's leverage gradually, so we cannot bring it down to 0 now. But we have a clear goal that we will come close to 0 in time. This is our goal.

As you've said, it's not efficient to run a debt in Cosan, and it hasn't been favorable historically, but we've had a high debt. And so that was no longer sustainable. That's why we needed to take urgent action. So first, I wanted to mention this sense of urgency in our team to find a solution. And when looking at the market, it's not really easy to sell assets, but we were looking for alternatives. So we could reduce our debt, gain a new balance.

And so we looked at different potential transactions. We believe it is below what would be desirable in terms of value, but we want to maintain an attractive portfolio so that we can continue to attract current and future shareholders. So we spoke to private investors who could contribute with capital.

So helping us deleverage the company and open room so that we could continue to manage our portfolio in time by divesting assets at the right price, at the right time whenever it makes sense to protect the quality of our assets for the future because we want to continue to grow. And growth will come after we can address the financial structure.

So we will now use all of this fund to deleverage the company. We've discussed about many different alternatives. We have been working hard searching for the best alternatives at the best possible price with the best possible conditions for us to rebalance our capital structure. About the company's succession, I clearly said it was urgent for us to have a succession plan. I actually used the expression urgent in our last earnings conference call because even our controller -- our controlling shareholder knows that in time, we must build a sustainable business model for the company and for the partners, investors, shareholders who will be with us now and in the future.

So we listed a few conditions that would be important for us to have an organized and structured succession plan in time. So we've introduced this 4-year lockup for the anchor investor. And of course, the market will not have this lockup. The first offering will have a 2-year lockup and the second offering will not have a lockup period.

Aguassanta will continue to maintain the controlling share, 50.01% and Rubens will remain as the Chairman of the Board or whoever he appoints. And so after these 6 years, because the deal has a long-term duration, 20 years is the time of this deal. But during the first 6 years, the structure will remain as we've discussed. After that, we can make changes in the original design of this new capital structure.

So it means that we will have a structured succession plan from the controlling shareholders. And for the first 6 years and even after the initial 6-year period, we will continue to have the same controlling shareholder. So all of these points are important for us to be able to go to market and attract investment. The size of this offering is right for the company at this point so that we can also have space to look for more deleverage mechanisms complying with these points I've already mentioned.

Our second question comes from Isabella Simonato from the Bank of America.

I have a few questions. First, about the shareholders' approval of the deal. Can you please provide more color on what is required in terms of presence of shareholders and the number of votes you need to approve of the shareholders' agreement. My second question is about the offering price. We see a relevant discount compared to the current market price and also a discount compared to previous issuances by Cosan itself.

So I'd like to understand a bit more about your decision process. Now you are doing this capital increase. I can understand the BRL 10 billion number it's a relevant number, but that's what the company needs. But I see now a price dilution. So I'd like to understand your rationale and also the interest shareholder in doing this price dilution. So I'd like to understand the rationale behind this pricing decision.

Thank you. Thank you, Isabella, for the question. About the first question. Now the number of voting share, I mean, to install the Extraordinary General Meeting would be a simple majority. So if we have a simple majority of votes, that is the approve -- that is the process whereby we will approve of the deal in the Extraordinary General Meeting. And we believe this deal will add value, will add relevant value to the company.

Now about your second question, I'd like to mention a few aspects. First, now during the presentation, we spoke about the offering design that we presented to the market yesterday. And this design was the result of a long process of discussions, evaluations, conversations with a number of players, financial consulting corporate consulting. I mean, this was a process we built to address all the points that Marcelo mentioned.

This design was not only to attract capital to the company. Of course, this is important. We want to increase capital, but we also want to improve governance and have a succession plan. We want to have a good shareholder fit. So we ensure long-term stability. So that was important.

Secondly, I mean, if we look at the performance, the most recent performance of the company's stock, especially after we began to hear rumors about the company participating in a new deal, when we have a long-term perspective, this discount is not really relevant. I mean, if we can extend our time window going longer than the short term, we can see that the company's shares already had a relevant discount in price because of the uncertainty around our capital structure. I mean the market did not know how the company would adjust our capital structure.

And Marcelo will also add.

Isabella, thank you for the question. Let me recap. We know the performance trend of our shares until September. We had a significant decline. And although in the earnings conference call, we spoke about our efforts to improve our capital structure, and this was a priority. We actually tried the path of divestment, but we needed that in a magnitude that would make sense.

But during that process, our share price plummeted. The trend only changed when our media, our mainstream media, began to speak about new potential partners joining the company. That's when we saw a change in the share price performance when we began to hear rumors that there would be a capital increase.

So obviously, we now have a clear deal with the new partners, with the new investors anchoring the deal. And today, we are announcing the characteristics of this deal that the market will be able to participate. About Rubens, you know that he can always sign a shareholders' agreement. We all know about that. This is public information.

This is really important for Mr. Ometto. He would like to preserve the 50.01% of vote so that he remains the controlling shareholder. And this condition was respected in this negotiation with the shareholders that will bring in their capital.

Next question comes from Matheus Enfeldt from UBS.

I have a couple of questions. Marcelo mentioned that the minimum price is BRL 5 per share. If there are offerings or booking higher than that, how is the capital raise from the controllers? I just want to understand the difference between the minimum price and the price that might take place in the booking stage.

I also wanted to understand the rationale for the deal in this specific format. Why the choice of holding the 2 stages? So the preference for subscription is only for the second offering. I just wanted to understand the reasoning behind this format instead of having holding just one offering. These are my questions.

Thank you, Matheus. As to your first question, this is a firm offering of the consortium of investors. So this is an anchored price. And we have a regular bookbuilding process. As we said before, the offering from investors comes together with a set of other processes. But yes, it's a regular bookbuilding process, an anchorage price for the offering.

Regarding the rationale of holding the 2 offerings, well, this rationale has the logic of trying to ensure the allocation of the investor consortium and ensuring that the deal does take place in the best possible manner with the shareholder agreement and everything we've discussed here.

So the design with the 2 offerings is because you can actually bring the Consortium of investors. And you have the second offering. It allows you room for current company shareholders. And this is a very important aspect when we look at the company's free float. This is BRL 2.75 billion. So it's considerable money. There's relevant room here for allocation for our current shareholders.

And in the second priority offering or in the bookbuilding model that gives preference to current shareholders, there is considerable room so that our current shareholders can also participate. BRL 2.75 billion. This is a considerable amount. So that's what's behind the rationale.

Next question comes from Gabriel Barra from Citi.

I wanted to understand capital allocation. You were talking about deleveraging the company and this wish to deleverage the company. I think this is a major step to do that. I actually asked this question in the last conference call because you're thinking of succession as well.

Looking at the future, you mentioned capital allocation, selling Compass, [ lubrifiers ] and other businesses. I wanted to understand how is that going to happen the sense of urgency? Is it still there? Or are you sort of stepping on the brakes and waiting for a better moment from the market? So how are the investments on subsidiaries looking forward?

And also thinking of new shareholders, both they have stake and with some synergies with the businesses that you have in [Audio Gap] broader strategy in the future, like a unique investment platform, bringing the 3 investors together. So what will Cosan look like after the process?

Second point is maybe more technical. It's a question I get asked. In the hot issue, when you will consider the track record of the base of the company, will there be a defined rule for the second tranche? Do you have the deadline? You have the deadline of September 19. I just wanted to have clarity. What is the rule for the hot issuing considering the current base and minority shareholders as well? I just wanted to understand this better.

Thank you, Barra. As to your first question, capital allocation, I'm going to give you an overview to address all the points you brought. As I said in the presentation, there is great alignment between the 3 partners on what to do, looking forward on our future path investment models, reducing leveraging through time, simplifying the structure of the holding, reducing size, cost and expenses at the holding level.

So there's alignment among the partners in that regard. That in itself is already quite attractive and important for the future of the company. As to bringing these vehicles together, I think that Mazzola and Ralph were clear. This is not an objective or the interest of any of these funds. These are separate subjects.

Regarding selling assets and deleveraging, when we think of our perception and there's alignment between the 3 partners on what is the portfolio looking forward. Yes, there is alignment. But this deal and the deleveraging it brings for the company, this allows us to work in a more efficient manner, creating more value to shareholders. It is one thing to divest if you need to. It is another thing to divest when you have the appropriate conditions.

So we still have a sense of urgency in deleveraging the company. But this gives us a buffer to wait for the best market conditions and to see what assets suffer more impact from the macroeconomic environment, what's the best way to create value. So this is more connected to value creation than to the direct selling of assets.

As to your hot issue question, this is an EGEM offering, as I said, with priority, large market exposure issuer. During the bookbuilding process, we will give preference to shareholders that are already in our base. It's different from a priority offering when you have a cutoff date and you allocate based on that. With the bookbuilding, we can give preference to existing shareholders. It's discretionary. It is, but there will be a preference to shareholders, company shareholders with no written rules or no direct definition on these types of rules. And thank you for your question.

Next question is from Monique Greco from Itau BBA.

I wanted to understand Raízen. You made it clear that proceeds will not be used to inject capital at Raízen. I'd like you to talk about -- a little bit about the debates going on with Raízen and what are you thinking in terms of capital injection at Raízen? Also, this shareholder agreement does it foresee any -- granting any specific part of Raízen?

I also have an operational question. At the shareholder meeting, can Aguassanta vote at the shareholder meeting? Is there any conflict or restriction?

Thank you, Monique, for your question. Regarding Raízen, as we said, we don't foresee any allocation of these funds for Raízen. These funds will be used to deleverage Cosan. You know that we have been leading a process to search for new partners for Raízen. This has not changed. We want to attract new investors for Raízen, and this is an ongoing work. It remains. I want to highlight that.

We have said that we didn't foresee any capitalization for Raízen coming from Cosan because Cosan has its own issues and its own capital structure. So this deal addresses Cosan's capital structure. This is an important point. Regarding shareholder meeting. Yes, the shareholder agreement, there's a specific chapter about that. Essentially, management and Raízen every day is still very much focused on Aguassanta. Aguassanta will be the vehicle. They are controlling shareholders, 50.01% of shares. This chapter states that the existing joint venture model will keep on existing.

Governance will continue to be executed by Aguassanta substantially. So no change regarding the original joint venture structure. As to your point about the general assembly, Aguassanta has a vote. There is no restriction for Aguassanta to vote in the assembly in the meeting, the shareholder meeting. Thank you.

Next question comes from Regis Cardoso, XP.

My first question is about the offering itself. The hot issue allocation is not necessarily proportional to the current shareholder stake. I want to know if Aguassanta, BTG and Perfin if they can acquire more in the hot issue. Can they buy more in the market? Is there any restriction to that?

Second question regarding the offering. The second offering, will it entail subscription rights, the negotiation of subscription rights? Can you comment on retail investor participation? I think there's a cap of 10%, right? I have also another question. The deal, how will it create value in your opinion? I understand that you want to solve in the short term, the company's capital structure, but the holding still has debt. So there still need to divest.

Value generation is in a position of having more bargaining power for new divestment or subsequent operations.

Thank you, Regis. Thank you for your questions. Well, let me -- you talked about the 10% for retail investors. That's for the first offering. For the second offering, there's no such thing. So 10% for retail investors in the first offering. As for the first offering, I did mention that, although it was in the slide. The consortium will not participate in the hot issuing, and they will not participate in the second offering. Second offering is priority-based on the September 19 trading session and the consortium is not going to take part in the second offering.

Regarding allocation in the first offering, as I said, it's a traditional bookbuilding. There's no written rule for allocation in the first offering, but we will give preference to current company shareholders. As to -- as for the second offering, there's no negotiation for subscription rights. It's just a priority offering with no participation of the investors' pool, no negotiation of rights for the second offering.

You also asked about value generation. I'll hand it over to Marcelo.

Yes, we had discussed this with the market, the need -- the urgent need to raise funds and reduce Cosan's leveraging. What we had clearly said and stated to the market is that speed was paramount. We wanted to sell the more liquid assets we had in our portfolio, and we did this immediately. When we executed this strategy, we sold our stake in Vale. And when we look at what happened with our shares and the carryover with the debt, everyone understood the benefit for the company of leaving that position quickly.

We had to look for other alternatives as well. And we focused quite clearly, looking at these assets, looking at several options, several formats. We thought we were not going to raise funds. Well, first, because we had no perspective of capitalizing at this size. I thought it would not be feasible to capitalize this amount based on the market. We didn't believe in that. And I still believe we would have had a problem had we gone there. And we were searching for balance, competence, capitalization at the right size, solving our debt levels, but not at 100%.

Now we have a buffer. We have the time and we have the tranquility with the partners to define the divestment strategy through time. And this will be necessary to reach a debt level close to 0 or 0, which is our end goal for the next few years.

Next question comes from Vicente Falanga from Bradesco BBI.

I'd like to ask about capital allocation after the offering. You will save BRL 1.5 billion a year in interest rates. It's quite an expensive debt. A priority is to 0 the holding debt. I wanted to understand how you would distribute dividends within the 4-year lockup period. Is there a buyback possibility? Also, the restructuring process and the succession process, which I believe is quite welcome at this point in time. Can that help injecting liquidity for subsidiaries? And by that, I mean Raisen. Will that be good for future partners at Raisen?

Thank you for the questions. About capital allocation, as we've mentioned, this will be a whole deleverage journey. Obviously, today, with this announcement, we are taking a relevant step, but it's not the last one. It's one more step in this journey.

Now about dividend distribution or future buybacks, we will, of course, discuss about that among the shareholders, but we have to look at the company capital structure, the interest rate level, a whole number of variables that will be relevant to analyze whether the company will pay out dividends or have future buybacks.

We don't want, of course, to be accumulating cash in the company. What we will do if the deleverage process is successful, I mean, we will continue this discussion, and there is a lot of alignment among the shareholders in this discussion. However, we are still far from the right time for this discussion.

Now the second point about succession I will give you a broader answer, Vicente, obviously, I mean, even as you look at the track record of our new investors, I mean, if you look at the track record of the new partners, the experience they contribute in infrastructure, in corporate management and asset management, I mean, that will certainly add value to all our portfolio businesses, be that in our own processes, even divestment process that we will conduct to continue in our deleverage journey. So I think this is what we view in this process for now. Thanks for the question.

Our next question comes from Lucas Ferreira from JPMorgan. I believe we've had a technical glitch. And our next question comes from Bruno from Morgan Stanley. I have 2 on my side.

I have two on my side. Now as I was listening to your comments, this capitalization path was not the easiest in the beginning of your discussions. Now what were the other alternatives that also entailed this debt restructuring? And maybe also understand why you've taken this path and not other alternative solutions.

About governance and maybe what led the company to this debt level was maybe an interpretation that the Brazilian economy would have a lower interest rate or something like that. Now if we think about 5 years ahead of us where succession will not have happened and -- but the interest rate will be lower and there will be a more favorable environment for investments. Do we have shareholders with the power of veto, not only Rubens but will we have the power of vote that would prevent the company to invest in new verticals? Or is that a case-by-case discussion?

Thank you, Bruno. About your first question, yes, and we've spoken about that in our previous earnings conference calls. We've explored different paths, but debt restructuring was not exactly one of the solutions we assessed. We did not think about that because we have always thought that Cosan has a portfolio of assets that has to be protected. And also Cosan had capacity to make the necessary adjustments.

Obviously, when we began to discuss about our new capital structure, this was a long process. And having new partners, that is something that you have to build, that you have to design. Of course, we explored other alternatives because, I mean, the deal we are currently announcing involved the participation of the controlling shareholder, but also to other very relevant shareholders.

About your second question about the power to veto investments in new verticals. In the shareholders' agreement, we have the usual provisions. Now, the value here can be seen if we think about the quality that is now being contributed by the new partners. So we will have an increasingly robust process to manage capital. I mean if you look at the track record of our partners, that is enough proof. So the capital allocation will certainly grow because we now have these 2 partners that will certainly contribute with that.

Our question-and-answer session is now closed. And Cosan conference call is now closed. The Investor Relations team will be available to answer any questions you may have. Thank you all for joining us and have a great day.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]