Raízen S A : Acordo de Acionistas

EXECUTION VERSION

EIGHTH AMENDMENT TO THE

SHAREHOLDERS' AGREEMENT

OF

RAÍZEN S.A.

between

COSAN S.A.

COSAN NOVE PARTICIPAÇÕES S.A.

AND

SHELL BRAZIL HOLDING B.V.

AND

RAÍZEN S.A.

as intervening and consenting party

________________________

DATED AS OF

JULY 27, 2023

________________________

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By this Eighth Amendment to the Shareholders' Agreement of Raízen S.A., signed on July 27, 2023:

1. COSAN S.A., a corporation organized and existing according to the laws of Brazil, with headquarters in the City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 4100, 16th floor, room 1, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian tax registry under No.50.746.577/0001-15, with its Byelaws registered at Commercial Registry of the State of São Paulo under NIRE 35.300.177.045, herein represented by its authorized undersigned legal representatives, hereinafter referred to as "COSAN S.A.";
2. COSAN NOVE PARTICIPAÇÕES S.A., a corporation organized and existing according to the laws of Brazil, with headquarters in City of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, 4100, 16th floor, room 03, Itaim Bibi, CEP 04538-132, enrolled with the Brazilian tax registry under No. 47.646.941/0001-60, with its Byelaws registered at Commercial Registry of the State of São Paulo under NIRE 35.300.601.386, herein represented by its authorized undersigned legal representatives, hereinafter referred to as "COSAN NOVE" and together with COSAN S.A. collectively "COSAN"; and
3. SHELL BRAZIL HOLDING B.V., a corporation organized and existing according to the laws of the Netherlands with registered number 27192050 0000, with its principal place of business at 30, Carel van Bylandtlaan, 2596HR 's-Gravenhage, the Netherlands, enrolled with the Brazilian tax registry under No.05.717.887/0001-57, herein represented by its authorized undersigned legal representatives, hereinafter referred to as "SHELL";

As intervening and consenting party,

1. RAÍZEN S.A., a corporation organized and existing according to the laws of Brazil, with headquarters in the City of Rio de Janeiro, State of Rio de Janeiro, enrolled with the Brazilian tax registry under No. 33.453.598/0001-23, with its Byelaws registered at Commercial Registry of the State of Rio de Janeiro under NIRE 33.3.0029867-3, herein represented by its authorized undersigned legal representatives, hereinafter referred to as "COMPANY"; and

Cosan S.A., Cosan Nove, Shell and the Company are hereinafter referred to together as the "Parties" and individually as "Party".

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WHEREAS

1. Pursuant to the terms of the Framework Agreement, Cosan and Shell agreed to establish the Joint Venture to combine certain of the assets of Cosan and Shell primarily in Brazil;
2. Cosan (through itself and/or any of its Affiliates) and Shell (through itself and/or any of its Affiliates) have an equal economic interest in the Joint Venture and as a general principle, Cosan (through itself and/or any of its Affiliates) and Shell (through itself and/or any of its Affiliates) will share the profits, losses, access to cash flows and economic interest of the Joint Venture on an equal basis;
3. The Joint Venture comprises the Sugar and Ethanol Co, which holds the sugar, ethanol, co-generation and certain other assets of the Joint Venture and the Company which holds the downstream and certain other assets of the Joint Venture;
4. On June 1st, 2011, Cosan, Cosan Distribuidora de Combustíveis Ltda., a corporation organized according to the laws of Brazil, with headquarters in the City of Barra Bonita, State of São Paulo, at Fazenda Pau D'Alho, without number, Prédio Administrativo Cosan, CEP 17340-000, enrolled with the Brazilian tax registry under No. 02.041.195/0001-43 (a company which has been further merged into Cosan S.A.) and Shell entered into the Shareholders' Agreement of the Company (hereinafter referred to as the "Shareholders' Agreement of the Company");
5. On December 26, 2013, the Parties amended the Shareholders' Agreement of the
   Company in order to reflect some changes (hereinafter referred to as the "First Amendment");
6. On December 19, 2014, the Parties amended the Shareholders' Agreement of the Company in order to reflect the creation of the preferred 'D' shares of the Company, as well as some changes arising from it (hereinafter referred to as the "Second Amendment");
7. On November 22, 2016, the Parties decided to amend and restate the Joint Venture Agreement in order to, amongst other things, replace the time bound put and call options exercisable in 2021 and 2026 with event triggered call options, as set forth therein;
8. On the same date, the Parties amended the Shareholders' Agreement of the
   Company to make it consistent with the Joint Venture Agreement (in view of item (G)

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above) and to amend the provisions in relation to the appointment of the Chairperson, the CEO and the CFO of the Company, among other modifications provided therein (hereinafter referred to as the "Third Amendment");

1. On August 23, 2018, the Parties amended the Shareholders' Agreement of the
   Company to include some activities in the scope of business of the Company in a new territory (Argentina) and also to modify some of the restrictions regarding the engagement of the Shareholders in such activities accordingly (hereinafter referred to as the "Fourth Amendment");
2. On October 28, 2020, the Parties amended the Shareholders' Agreement of the
   Company to include some business activities of convenience and proximity stores in the scope of business of the Company, as well as to set the specific non-compete provisions in relation to such businesses (hereinafter referred to as the "Fifth Amendment");
3. On May 31, 2021, the Parties amended the Shareholders' Agreement of the
   Company to reflect the implications of: (i) the corporate reorganization of the Company, through which it became the holder of all common shares of the Sugar and Ethanol Co (less 1 common share owned by each of Cosan and Shell), all 'A', 'B', and 'D' preferred shares in the Sugar and Ethanol Co were repurchased and cancelled or converted into common shares and all 'A', 'D', and 'E' preferred shares of the Company were repurchased and cancelled or converted into common shares (the "Raízen Reorganization"); (ii) the corporate reorganization involving Cosan S.A. and certain of its affiliates; (iii) the acquisition, by Hédera Investimentos e Participações S.A., a corporation duly incorporated under the laws of Brazil, with its headquarters in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Faria Lima, No. 1355, 12th floor, room 4, Zip Code 01.452-919, enrolled with the CNPJ under No. 12.686.989/0001-18 ("Hédera"), of certain preferred shares of the Company pursuant to a share purchase agreement dated February 8, 2021 and entered into between Hédera, Biosev S.A., a publicly-heldjoint-stock company (sociedade por ações de capital aberto) duly incorporated under the laws of Brazil, with its headquarters in the city of São Paulo, State of São Paulo, at Av. Brigadeiro Faria Lima, No. 1355, 11th floor, Zip Code 01.452-919, enrolled with the CNPJ under No. 15.527.906/0001-36, the Company, the Sugar and Ethanol Co, and, as intervening-consenting parties, Louis Dreyfus Commodities and Energy Holdings N.V., Cosan S.A., Cosan Investimentos e Participações S.A. and Shell; and (iv) the review of the Company's scope for certain businesses (hereinafter referred to as the "Sixth Amendment");

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1. On July 11, 2021, the Parties amended the Shareholders' Agreement of the Company to reflect the implications of the initial public offering of the Company
   (hereinafter referred to as the "Seventh Amendment");
2. On December 1st, 2021, Cosan Investimentos e Participações S.A., was merged into Cosan S.A. as approved by the shareholders' meeting of both entities;
3. On May 2, 2022, Raízen acquired the Shell´s lubricants business in Brazil, which cause the creation of the Lubricants Strategy and Operations Committee;
4. On December 21st, 2022, Cosan Nove joined the Shareholders' Agreement through the execution of the Joinder to Shareholders' Agreement;
5. On December 21st, 2022, Cosan S.A. and Cosan Nove also executed the Instrumento Particular de Reserva Onerosa de Usufruto, by means of which Cosan S.A. and Cosan Nove agreed, among other matters, that Cosan S.A. shall have the right of usufruct over the political rights attached to the common shares of the Company held by Cosan Nove;

1. On July 26, 2023, the Shareholders meeting of the Company approved some amendments in its bylaws; and,
2. Besides that, (i) the Parties agreed to reinsert in the Company's scope a certain business which was excluded by mistake in one of the reviews of this Shareholders' Agreement of the Company; and (ii) Shell appointed a new legal representative for the purposes of Section 11.18 of this Shareholders' Agreement of the Company.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the Parties mutually hereby agree to enter into this Eighth Amendment to the Shareholders' Agreement of the Company (hereinafter referred to as the "Eighth Amendment") which shall be governed by the terms and conditions below:

ARTICLE ONE

DEFINITIONS

1.1. Capitalized terms used and not otherwise defined in this Eighth Amendment are used herein with the same meanings ascribed to such terms in the

Shareholders' Agreement of the Company as amended. All terms defined in this Eighth

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