Policies / Standards

Compensation Policy

Code:

0.01.70.002

Area in

People

Charge:

Issued:

Jan 2024

Classification:

Internal / External

1. PURPOSE

1.1. This Compensation Policy ("Policy") aims to establish the guidelines that must be observed and consequently applied to compensation paid to the members of the Board of Directors, the Fiscal Council, the Statutory Committees, and the Statutory Officers of Cosan S.A. ("Cosan" or "Company").

2. APPLICABILITY AND EFFECTIVENESS

2.1. The Policy applies to the entire management of Cosan S.A. and comes into effect upon approval by the Board of Directors.

3. GENERAL DEFINITIONS

  1. For the purposes of this Policy, the Company's management will be considered all the members of the Board of Directors and the Statutory Executive Board.
  2. The overall compensation of management and the Fiscal Council members will be duly analyzed and set by the Company's shareholders at Shareholders' Meetings, with the People and Nomination Committee ("People Committee") being responsible for recommending compensation for each management body and the Board of Directors for approving it.
  3. The maximum compensation of the Fiscal Council will be set by the Shareholders'
    Meeting, respecting the limits provided for in applicable legislation.

4. COMPENSATION APPLICABLE TO MANAGEMENT BODIES 4.1 BOARD OF DIRECTORS

  1. All Board of Directors members are entitled to fixed compensation composed of 12 (twelve) monthly installments, whose value is determined considering, among others, their responsibilities, time dedicated to performing their functions, competency, professional reputation and their services in the market.
  2. Compensation paid to each board member may differ due to additional responsibilities assumed, such as participation on Company Committees supporting the Board of Directors.

1

The circulation or disclosure of this document is restricted to Grupo Cosan's companies and employees.

External disclosure is prohibited, except with the express authorization of Internal Controls.

Policies / Standards

Compensation Policy

Code:

0.01.70.002

Area in

People

Charge:

Issued:

Jan 2024

Classification:

Internal / External

  1. Compensation paid to the Board of Directors reflects market practices, which are verified through periodic compensation research carried out by specialized consultancies, with a focus on comparing the Company with same-size peers.
  2. The Board of Directors is not entitled to receive short- and long-term incentive.

4.2 STATUTORY EXECUTIVE BOARD

4.2.1. Compensation paid to the Statutory Executive Board is composed of fixed and variable items, which may cover potential bonuses aimed at attracting and retaining executives, in addition to dismissal commitments. Allocation among the Statutory Executive Board members is the charge of the People Committee and considers market practices.

A) FIXED COMPENSATION

All Statutory Executive Board members are entitled to compensation composed of 12 (twelve) monthly fixed installments, respecting any legal charges, whose value is determined based, among other factors, on the level of complexity and responsibility inherent in the function performed in comparison with market practices adopted by companies with the same size as the Company. In cases in which a statutory officer has been hired under the Consolidation of Labor Laws (CLT), his/her compensation will include a Christmas bonus (13th salary), payment of the sale of vacation days, and payroll charges required by law.

B) VARIABLE COMPENSATION

The Statutory Executive Board is also entitled to receive short- and long-term variable compensation. The variable compensation is calculated based on the results expected in the Company's strategic and business plans, as approved by the Board of Directors.

  1. SHORT-TERMVARIABLE COMPENSATION

The Company's short-term variable compensation is determined by salary multiples and aims to recognize and reward executives for achieving the results.

2

The circulation or disclosure of this document is restricted to Grupo Cosan's companies and employees.

External disclosure is prohibited, except with the express authorization of Internal Controls.

Policies / Standards

Compensation Policy

Code:

0.01.70.002

Area in

People

Charge:

Issued:

Jan 2024

Classification:

Internal / External

Achievement of results can be driven by individual performance, the Company, and/or its subsidiaries.

The key elements of the Company's performance evaluation are described below. We stress that the importance of each component is influenced by the Company's area of operation, always ensuring that the ESG-related goals ("ESG") are significantly relevant. The Company yearly reviews the composition of its performance indicators to ensure that efforts are being channeled and aligned with the objectives of its strategic plans and sustainable growth.

Sustainable Business Growth - Considers factors like volume growth/market penetration and operating margins in a way that the growth achieved is in line with the minimum established goals. Parameter examples include EBITDA, cash generation, and return on invested capital (ROIC).

Operational Excellence - Established by comparing the Company with local and international benchmarks, always seeking to measure process effectiveness, being subject to adjustments depending on the particularities of the business. Parameter examples include continuous improvement of processes, control of administrative expenses, ESG performance, and efficiency of internal controls.

The evaluation of the individual performance consists of financial and sustainability targets, projects, behavior and conduct, commitment to succession formation, and people development, in line with the guidelines defined by the People Committee and adherence to sustainable development commitments approved by the Company's Board of Directors and in compliance with best market practices of its sector.

Statutory Officers might occasionally be entitled to bonus by reason of their outstanding performance in specific projects relevant to the Company, which must be approved by the People Committee.

  1. LONG-TERMVARIABLE COMPENSATION

As for the long-term variable compensation, the Company has two share-based compensation plans in force - the Stock Option Plan ("Stock Option Plan") and

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The circulation or disclosure of this document is restricted to Grupo Cosan's companies and employees.

External disclosure is prohibited, except with the express authorization of Internal Controls.

Policies / Standards

Compensation Policy

Code:

0.01.70.002

Area in

People

Charge:

Issued:

Jan 2024

Classification:

Internal / External

the Share-Based Compensation Plan ("Share-BasedCompensation Plan"), as amended from time to time. In both cases, the right to buy options or receive shares can be effectively enjoyed after the elapsing of a predetermined grace period. Such options/shares follow rules and governance defined in their respective regulations, as approved by the Company's Shareholders' Meetings and made available to the Brazilian Securities and Exchange Commission (CVM).

The payment of share-based compensation seeks to ensure that key personnel will remain in the Company by stipulating grace periods for the actual right to exercise options or receive shares, as applicable. Key personnel are selected based on individual performance and potential, regardless of the position. As it is directly related to the Company's share value, long-term variable compensation also ensures alignment between the interest of executives with those of shareholders. Additionally, options/shares can be based on the achievement of performance indicators linked to the Company's strategic plans, such as ROIC or ESG performance.

The development of share grant programs must be approved by the Board of Directors, with recommendation by the People Committee, and include, among other items, eligibility, the number of maximum shares to be granted, grace period and penalty provisions. Also, after the end of the employment contract of any participant, should the reason that gave rise to the termination justify so, the Board of Directors can evaluate the adoption of applicable and/or necessary legal measures to compensate the Company for any loss as a result of acts, actions and/or omissions committed by the participant in the exercise of his/her functions (clawback).

C) BENEFITS

Statutory Officers are entitled to receive direct and indirect benefits, such as health care and dental plans, life insurance, executive check-up, and private pension plan. Private Pension Plans are offered to all Company employees, regardless of their salary, hierarchy, or length of service.

4

The circulation or disclosure of this document is restricted to Grupo Cosan's companies and employees.

External disclosure is prohibited, except with the express authorization of Internal Controls.

Policies / Standards

Compensation Policy

Code:

0.01.70.002

Area in

People

Charge:

Issued:

Jan 2024

Classification:

Internal / External

4.3 FISCAL COUNCIL

  1. The maximum overall compensation paid to Fiscal Council members is yearly set by the Shareholders' Meeting electing them, provided there is no provision of any nature of variable compensation for such members.
  2. The annual compensation paid to the Fiscal Council is composed of 12 (twelve) monthly fixed installments, in the form of overall fees, following the existing legislation establishing a minimum of 10% of the average fixed compensation attributed to members of the Statutory Executive Board, with benefits and other variables not included.

4.4 STATUTORY COMMITTEES

  1. The Company currently has two statutory committees, i.e. the Audit Committee and the People Committee.
  2. Non-statutorymembers who are part of the committees are entitled to monthly fixed compensation. Board of Directors members who are also part of the Committees may be entitled to additional compensation by reason of their participation on Committees, as determined by the People Committee.

5. REVISION OF COMPENSATION COMPONENTS

  1. The Company seeks to remain competitive and have up-to-date compensation practices. To that end, it periodically carries out market research with the support of specialized consultancies, comparing its practices with those of other companies that are market benchmarks and are the same size as the Company. The Company occasionally conducts specific research for certain key positions, boards and committees, aiming at making analyses more precise.
  2. The results of said research, as well as collective bargaining agreements entered into between the Company and labor unions, serve as a basis for salary increase studies, salary multiples, benefits, and compensation policies.
  3. In parallel, the Company seeks to distribute overall compensation between fixed and variable components, so as to ensure alignment between the interests of

executives and shareholders in the short and long term.

5

The circulation or disclosure of this document is restricted to Grupo Cosan's companies and employees.

External disclosure is prohibited, except with the express authorization of Internal Controls.

Policies / Standards

Compensation Policy

Code:

0.01.70.002

Area in

People

Charge:

Issued:

Jan 2024

Classification:

Internal / External

6. GENERAL PROVISIONS

  1. None of the provisions contained in this Policy will be construed as the creation of rights for Statutory Officers, members of the Board of Directors, the Fiscal Council, the Statutory Committees or other Company employees, or the grant of rights to remain as an employee, a Statutory Officer, a member of the Board of Directors, the Fiscal Council, or the Statutory Committees, and to interfere in any way with the Company's right to terminate the employment contract with the professional at any time, under the conditions provided for in the law and the employment contract.
  2. Furthermore, this Policy will not grant any Statutory Officer, member of the Board of Directors, the Fiscal Council or the Statutory Committees the right to remain in their position until the end of their office term, or to interfere in the Company's right to remove them, or even to ensure them the right to be reelected to the position.
  3. The Company also reserves the right to revise, change, amend or revoke this Policy at any time, especially in the case of any essential or relevant change to laws or regulations applicable to the Company.
  4. Cases not covered herein will be resolved by the Board of Directors, which may delegate such responsibility to the People Committee.

7. REVISION AND APPROVAL

7.1. This document was approved by the Board of Directors on February 20, 2024.

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The circulation or disclosure of this document is restricted to Grupo Cosan's companies and employees.

External disclosure is prohibited, except with the express authorization of Internal Controls.

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Disclaimer

Cosan SA published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 13:00:11 UTC.