On Friday, October 30, 2026, Raízen S.A. (RAIZ4) reported that the extraordinary general meetings of the company and of Raízen Energia S.A. approved the matters required for implementing the group’s court-supervised out-of-court restructuring plan, ratified on July 30, 2026. Among the resolutions, a capital increase of up to R$ 39,796,365,804.50 was approved, in addition to measures involving preferred shares, the issuance of Units (certificates that group more than one type of share) and bylaw amendments subject to the ratification of this capital increase.
Regarding preferred shares, the Raízen S.A. shareholders’ meeting approved the possibility of issuing class B preferred shares (PNBs), the redesignation of the current preferred shares as class A (PNAs), the possibility of issuing Units made up of 1 common share and 1 PNA, and an increase in authorized capital, which will allow the board of directors to resolve on calling the capital increase provided for in Clause 5.2 of the plan. There will be no subscription of leftover shares, and the funds from the exercise of preemptive rights will be fully allocated to the company.
Under the plan and the market announcement dated October 26, 2026, the capitalization of Raízen S.A. contemplates a contribution of up to R$ 3,500,000,000.00 by Shell Brazil Holding BV or affiliates and potentially R$ 500,000,000.00 by Aguassanta Participações S.A. or affiliates, should it choose to participate, in addition to the capitalization of part of the creditors’ claims and the exercise of preemptive rights by the other shareholders. The capital increase will comprise three simultaneous issuances: common shares at a price of R$ 0.25 per share, PNB shares at a price of R$ 0.25 per share, and Units made up of 1 common share and 1 PNA at a price of R$ 0.50 per Unit.
The company reported that on November 6, 2026, a board of directors’ meeting is scheduled to resolve on the approval of the capital increase, which will be the record date for purposes of preemptive rights, applicable to shareholders holding common shares and/or PNAs at the close of trading on B3. The preemptive rights period will run from November 9, 2026 to December 8, 2026, inclusive, and as of November 9 the shares will trade ex-rights, without granting participation in the capital increase to purchasers from that date onward.
To enable the segregation of the energy and fuels businesses set out in the plan, the Raízen S.A. shareholders’ meeting also approved a reduction of its share capital by up to R$ 35,000,000,000.00, by delivering securities issued by Raízen Energia to shareholders. The segregation will result in two listed, publicly held companies: Raízen Energia will concentrate ethanol, sugar and bioenergy production and commercialization activities, while Raízen S.A. will retain the distribution of Shell-branded fuels and lubricants, subject to fulfillment of the plan’s conditions precedent. Shareholders also approved an amendment to the company’s share-based compensation plan, which will cover up to 1% of the total shares issued by Raízen S.A., calculated immediately after the capitalization is ratified.
