OSXB3

OSX Brasil S.A. – Under Judicial Reorganization is a publicly traded corporation founded on September 3, 2007, headquartered in the city of Rio de Janeiro. Its common shares are traded on B3’s Novo Mercado segment under the ticker OSXB3. Originally conceived as a provider of integrated solutions for the offshore oil and natural gas industry, the company structured its operations in the segments of shipbuilding, chartering of exploration and production (E&P) units, and operation and maintenance (O&M) services. Throughout its history, the company was strongly linked to the development of the Porto do Açu Shipbuilding Unit (UCN Açu), in São João da Barra (RJ), conceived as a large industrial complex focused on the construction and integration of large vessels and platforms.

In its early years of operation, OSX entered into a strategic cooperation agreement with then OGX Petróleo e Gás Participações S.A., now Óleo e Gás Participações S.A., which became its main client and anchored the company’s initial order book. This relationship involved priority for the supply of E&P units by OSX to OGX and supported the development plan for the shipyard at Porto do Açu. To enable the implementation of UCN Açu, on an area of approximately 3.2 million square meters owned by LLX Açu Operações Portuárias S.A. (now Prumo Logística S.A.), the company entered into a long-term use-right agreement and obtained significant financing from BNDES and Caixa Econômica Federal, using resources from the Merchant Marine Fund intended for shipbuilding.

The financial deterioration of the economic group linked to OGX, starting in 2013, had a direct impact on OSX Brasil’s original business model. The main client’s filing for judicial reorganization resulted in the cancellation of orders for E&P units to be built at UCN Açu, as well as the termination of charter and O&M contracts. Faced with the inability to meet short-term financial obligations, the company and its subsidiaries OSX Açu and OSX Serviços Operacionais Ltda. filed for judicial reorganization in November 2013. The reorganization plans were approved at a creditors’ meeting in December 2014, focusing on raising new funds, restructuring debt, readjusting UCN Açu’s businesses and divesting assets from the international leasing structure. The process included debenture issuances, sale and deconsolidation of assets, and operational reorganization around the assets located at Porto do Açu.

Following implementation of the reorganization plan, OSX underwent a significant shift in its operating profile. With the wind-down of operational shipbuilding activities, chartering of units and O&M services, the company concentrated its business model on the economic exploitation of its area in the port and industrial complex of Porto do Açu, through the leasing of port and industrial areas. In the fiscal year ended 2024, 100% of OSX’s net revenue, totaling approximately R$ 64.4 million, originated from the area-leasing segment within OSX Açu, highlighting the predominance of this activity in cash generation. Although the company still includes segments related to the naval and offshore industry in its corporate purpose, these branches are currently inoperative and may only be reactivated if new market opportunities arise.

OSX Brasil’s product and service portfolio is now focused on offering lease agreements for licensed areas with basic implementation infrastructure located at UCN Açu. This structure includes electricity, water, sewage, internal road access, security and office space, as well as industrial areas with warehouses, a high load-capacity concrete yard, and an extensive quay front. Managed by subsidiary OSX Açu, the company offers areas suitable for the installation of businesses linked to the shipbuilding industry, warehousing services, port operations, cargo handling and logistics, integrated logistics and ancillary port services such as water supply, effluent treatment, waste collection and support for vessel maneuvering. The large wet area, with almost four kilometers of waterfront along the Porto do Açu channel, is one of the asset’s main physical attributes, enabling mooring and support for large-scale maritime operations.

OSX Açu’s clients are predominantly industrial and service companies linked to the oil and natural gas value chain, logistics and related industries that seek to establish themselves or operate in the Porto do Açu complex. In the 2024 fiscal year, the main clients were Dome Serviços Integrados (a joint venture linked to Prumo and GranIHC), Aliseo S.A. and Carboamerica, each accounting for more than 10% of the company’s net revenue. Together, these area lease contracts generated approximately R$ 59.7 million in revenue, with Dome representing about 57% of net revenue, Aliseo approximately 35%, and Carboamerica around 9%, underscoring the degree of concentration in the client base and the corporate nature of demand for areas in the complex.

OSX Brasil’s geographic presence is essentially concentrated in the State of Rio de Janeiro, focusing on the São João da Barra Industrial District, where UCN Açu is located. The company does not report material revenue abroad and its cash generation is entirely tied to domestic area-leasing operations at Porto do Açu. This complex is currently one of the largest port hubs in the country, with a strong vocation for handling oil, iron ore, project cargo, bauxite, coke, coal and potential additional flows of containers, grains and general cargo, which increases the region’s attractiveness for new industrial and service ventures. In this context, OSX seeks to use its real estate and port assets to attract companies interested in establishing themselves in the area of influence of the Campos Basin, in an environment marked by oil and gas projects and, potentially, energy transition.

From a regulatory standpoint, OSX operates in an environment heavily conditioned by environmental licenses and administrative authorizations linked to the industrial facilities at Porto do Açu. The company and its subsidiary OSX Açu hold an Installation License (LI) and an Operating License (LO) issued by the Rio de Janeiro State Environmental Institute (INEA), authorizing the implementation and operation of UCN Açu, covering industrial areas, quay, dry dock, welding yards (spoolbase) and a fluids and bulk plant. The licenses have undergone several annotations and renewals over the years, allowing for the expansion of authorized activities and the adaptation of the facility to the needs of installed projects. In addition, the company holds a municipal operating permit and a Fire Department approval certificate, and it conducts annual monitoring of its Basic Environmental Plan with INEA, in line with the requirements imposed for operating the industrial complex.

In environmental, social and governance (ESG) aspects, OSX Brasil, although listed on B3’s Novo Mercado, does not yet publish a specific sustainability report or formal greenhouse gas emissions inventories. The company is undergoing corporate and financial restructuring, including a new judicial reorganization filed in 2024 and court intervention in its management, which constrains the pace of formalizing ESG practices. Even so, its corporate communications emphasize the intention to develop projects aligned with the energy transition, such as potential partnerships in offshore wind energy and green hydrogen, leveraging the strategic location of the area in southeastern Brazil. In governance, listing on the Novo Mercado implies adherence to high standards of transparency and corporate structure, and the company states formal commitments to principles of fairness, accountability and respect for people, with a focus on a non-discriminatory work environment aligned with human resources best practices. Taken together, these elements help characterize the company’s current stage of evolution as an operator of port and industrial assets in the process of consolidating its post-restructuring business model, with OSXB3 shares remaining listed on B3 and subject to the dynamics of the Brazilian capital market.