Wilson Sons

Intention of Corporate Restructuring

May 2021

Forward-looking

statements

This presentation contains statements that may constitute forward-looking statements. Such statements are subject to risks and uncertainties as various factors, many of which are beyond the control of Wilson Sons, may cause actual developments and results to differ materially from the expectations contained in this presentation. Management's beliefs and assumptions may or may not prove to be correct and there can be no assurance that any estimates, targets or projections are attainable or will be realized, and actual results may vary materially, including the possibility that an investor may lose some or all of its invested capital. These statements are not guarantees of future performance and undue reliance should not be placed on them. The information contained herein has been compiled on a preliminary basis, and there is no obligation to update any of the information.

The Company's operating and financial results, as presented on the following slides, were prepared in accordance with the International Financial Reporting Standards (IFRS), except as otherwise expressly indicated. The independent auditor's report is an integral part of the Company's condensed consolidated financial statements.

2

Presenters

Cezar Baião

Fernando Salek

Fabrícia Souza

Michael Connell

Deputy Chairman of the

CEO

CFO

Investor Relations Officer

Board of Directors

& Head of Treasury

27+ years working at

Joined Wilson Sons in

Joined Wilson Sons in

10+ years working at

Wilson Sons

2016

2021

Wilson Sons

Served as CEO of the

Served as CFO for the

Former CFO of MRS

Former Finance Director

Brazilian operations for

previous 5 years

Logística

of BAA Lynton Ltd

20 years

Former Vice President

Solid experience in C-

Solid experience in

Board Member of

of Corporate Finance at

Level roles for capital-

corporate finance and

ABRATEC and CIRJ

BHP Billiton

intensive companies

global infrastructure

3

Proposed Restructuring

Highlights of the Proposed Restructuring

Proposed

Restructuring

Restructuring

Benefits

  • Wilson Sons Limited ("WSL") is currently headquartered in Bermuda with a sponsored programme of Brazilian Depositary Receipts ("BDRs") traded on B3(1).
  • The Proposed Restructuring consists of (i) the downstream merger of WSL into its controlled subsidiary Wilson Sons Holdings Brasil S/A ("WSSA"), as well as (ii) the listing of WSSA on B3's Novo Mercado segment(2).
  • The Proposed Restructuring does not imply the dilution of current WSL shareholders or BDR holders. WSSA shares will be directly owned by all former WSL share / BDR holders.
  • The Proposed Restructuring is subject to the approval of the Bermudan Ministry of Finance, B3, CVM and the shareholders.
  • Simplification of the corporate structure.
  • Proposed Restructuring may potentially unlock value for all shareholders considering:
  1. Increase in stock liquidity.
  1. Strong corporate governance seal with the Novo Mercado listing.
    1. Opportunity to join the main Brazilian and LatAm stock market indexes.
  • Wilson Sons is likely to increase its shareholder base by accessing several institutional investors that are currently restricted to invest in BDRs.
  • The new simplified corporate structure will likely facilitate access to capital markets.

Notes: (1) B3 stands for B3 S.A. - Brasil, Bolsa, Balcão, also known as the Brazilian Stock Exchange; (2) Novo Mercado is the highest level of corporate governance for listing segments on B3.

5

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Wilson Sons Ltd. published this content on 21 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 May 2021 20:16:00 UTC.