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Fairness Opinion prepared by Itaú BBA

C O N F I D E N T I A L | O c t o b e r 2 0 2 1

CONFIDENTIAL.THE DISCLOSURE OR AVAILABILITY OF THIS MATERIAL WITHOUT THE PRIOR WRITTEN CONSENT OF ITAÚ BBA IS PROHIBITED.

Legal Notice

This material has beenpreparedsolely for the use and benefit of SIMPAR's Board of Directors. By accessingthis material, the members of SIMPAR's board of directors confirm that they have read the information below and undertake to comply with all of the following:

Banco Itaú BBA S.A. ("Itaú BBA") was engaged by SIMPAR S.A. ("SIMPAR" or "Company") to opine, from a strictly economic-financial point of view, on the terms of the corporate reorganization of the proposal sent to the board of directors of SIMPAR ("Fairness Opinion" and "Transaction", respectively) involving Ciclus Ambientaldo Brasil S.A. ("Ciclus"or "Counterparty",and, together with SIMPAR, "Companies").

This material is restricted to the evaluation of the fairness, from the financial point of view, of the Transaction, according to the methodologies described below, it being certain that Itaú BBA did not perform any evaluation related to any operation or corporate restructuring, before or after the Transaction, and that the work developed within the scope of this material does not have the scope of an audit, having considered as correct, true, complete and sufficient the information presented by the Company and other public information available. In addition, we emphasize that the Transactiondescriptions aboveand those containedin this material do not attempt to reproduce all the details of the Transactioncontainedin the Transactiondocuments,and we have not had access to all of them.

This material has been prepared solely for the use and benefit of the board of directors of SIMPAR in connection with the Transaction and should not be used in any other context or relied upon by any person to whom this material is not expressly directed as described above or for any other purpose than described herein. This material, including its analysis and conclusions, does not constitute a recommendation or indication as to how to proceed with any decision. Any decisions taken by SIMPAR, its managers and shareholders are of their sole and exclusive responsibility, due to their own analysis of the risks and benefits involved in the Transaction,and Itaú BBA is irrevocably and irreversibly exempt from any responsibility regardingdecisions taken basedon this material.

In forming our opinion, we have, among other things, (i) reviewed certain financial and business information provided by the Company and the Counterparty relating to the Transaction, (ii) reviewed certain audited financial statements and certain financial and operating data, including financial projections of the Company and the Counterparty, which were provided to and discussed with management of the Company and the Counterparty, (iii) held discussions with management of the Company and the Counterparty regarding their current, past and projected operations and the characteristics of the Transaction, (iv) considered other factors and information, and performed further analysis as appropriate, past and projected operations, as well as on the characteristics of the Transaction, (iv) we have considered other factors and information and performed further analysis we deemed appropriate, (v) we have compared the financial and operating performance of the Company and the Counterparty with publicly available information related to comparable companies that we deemed relevant, (vi) we have performed certain internal financial analysis and projections preparedby the Company and the Counterparty. We also took into accountother information, including economicand market information, financial studies, analysis, researchand financialdata that we believe to be relevant.

In the scope of our work, we assumed that the Information and assumptions provided or validated by the Company to perform our work are true, accurate, sufficient and complete, and that no other information that could be relevant in the scope of our work was not made available to us. We do not and will not provide, either expressly or implicitly, any representation or warranty with respect to any Information used to prepare this material. Itaú BBA has not carried out any independent verification with respect to the Information, and cannot attest to its accuracy, correctness, sufficiency and completeness, and it is certain that the Company assumes full and exclusive responsibility for the Information provided. If any of the assumptions provided or validated by the Company are not verified or if, in any way, the Information proves to be incorrect, incomplete, inaccurate or insufficient, the conclusions may change substantially. With respect to the forward-looking portion of the Information, we have assumed, as recommended by the Company, that such Information reflects the best estimates of the Company's management currently available regardingthe future performance of SIMPAR and Ciclus.

With respect to the financial projections and sensitive matters relating to the future performance of the Counterparty and the Company, which have been provided to us by the management of the Counterparty and the Company, respectively, we have assumed that such forecasts have been prepared in good faith, reasonably and accurately so as to reflect the best estimates or judgments of the Counterparty and the management of the Company with respect to the Counterparty and the Company. future financial performance and the potential impact that certain sensitive matters capable of affectingits financialperformance may have on such projections. The Company's managementis in agreement with all of the Counterparty's financialprojections,which havebeen providedby the Counterparty's management.

Additionally, in connection with our work, we have not assumed any responsibility for independent investigation of any of the Information or independent verification or evaluation of any assets or liabilities (contingent or otherwise) of the Company and have not been provided with any evaluation in this regard. In this sense, with regard to liabilities and contingencies of SIMPAR and Ciclus, it is worth clarifying that we considered only the amounts duly provisioned in the financial statements of the Companies, and it is certain that we did not consider the possibility of their possible incorrectness or insufficiency, nor the potential effects of any legal actions and/or administrative proceedings (civil, environmental, criminal, tax, labor, social security, etc.), even if unknown or undeclared, in progress or threatened, on the value of assets and/or shares issued by SIMPAR and Ciclus. We were also not required to (and did not) conduct any due diligence on SIMPAR or Ciclus or physical inspection of SIMPAR's or Ciclus' properties or facilities. In addition, we have not assessed the solvency or fair value of SIMPAR and Ciclus in consideration of laws relating to bankruptcy, insolvency or similar matters.

Neither do we assume any responsibility with respect to matters concerning (i) the verification of regularity of the businesses and agreements entered into by the Companies; (ii) arising out of the Companies' relationship with any third parties, including the economic and financial conditions of any businesses or agreements entered into or any other form of economic relationship between the Companies and such third parties, whether past or future; and (iii) relating to the maintenance of the current conditions of existing businesses or agreements entered into by the Companies and any third parties. We emphasize that the conclusions of this material consider the full regularity, validity and perpetuity of contracts entered into by the Companies with third parties and their respective financial flows, it being certain that such contracts are material to the Companies. If such contracts or businesses are discussed, discontinued, terminated and/or in any way cease to generate results for the Companies, in whole or in part, the conclusions described herein may be, and probably will be, materially different from the actual results achieved by the Companies. We understand that SIMPAR obtainedlegal assistance to confirm the validity, effectivenessand legality of such agreements and performeddue diligence,including due diligence with specific companiesfor such confirmations,for which we are not responsible.

The preparation of a financial analysis is a complex process involving various definitions regarding the most appropriate and relevant financial analysis methods as well as the application of such methods to particular circumstances and, therefore, the analysis addressed in this material should not be subject to a partial analysis. To arrive at the conclusions presented in this material we have conducted a qualitative reasoning regarding the analyses and factors we have considered. We reach a final conclusion based on the results of the analysis as a whole, and do not reach conclusions based on or related to any of the factors or methods of our analysis taken in isolation. Accordingly, we believe that our analysis should be considered as a whole and that selecting portions of our analysis and specific factors without considering our entire analysis and conclusionsmay result in an incompleteand incorrectunderstandingof the processesused for our analysis and conclusions.

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CONFIDENTIAL.THE DISCLOSURE OR AVAILABILITY OF THIS MATERIAL WITHOUT THE PRIOR WRITTEN CONSENT OF ITAÚ BBA IS PROHIBITED.

Legal Notice (Cont'd)

This material indicates only an estimate, at our discretion, of value derived from the application of valuation methodologies, including, but not limited to, discounted cash flow, market analyst valuation, SIMPAR's share price and multiples of comparable companies, as the case may be, which methodologies are widely used in financial valuations of companies and does not evaluate any other aspect or implication of the Transaction or any contract, agreement or understanding entered into in relation to the Transaction. We do not express any opinion as to what will be (or should be) the actual consideration for the shares of SIMPAR or the value at which the shares of the Companies may trade at any time. In addition, this material is not and should not be used as (i) an investment or financial advice recommendation with respect to any aspect of the Transaction; or (ii) an opinion on the issue price of new shares of the Company at any time. Furthermore, this material does not deal with the strategic and commercial merits of the Transaction, nor does it deal with the eventual strategic and commercial decision of SIMPAR or its respective shareholders and management to undertake the Transaction. The results presented in this material relate solely to the Transaction and are intended solely for the Company's board of directors and do not apply to any other decision or operation, present or future, relating to the Company, the economic group of which they form part or the industry in which they operate. This material does not constitute a judgment, opinion or recommendation to the Company, its managers, shareholders or any third party in relation to the convenience and opportunity of the Transaction, nor is it intended to supportany investment decision.

We will receive a fee of R$2,800,000.00 (two million, eight hundred thousand reais) as remuneration for issuing this Fairness Opinion. The Company is responsible for reimbursing us in the event of any losses or damages arising from the use of this Opinion. Itaú BBA also acts in the relationships with SIMPAR and Ciclus described in the Fairness Opinion. Itaú BBA understands that it has no interest, direct or indirect, in the Companies or in the Transaction other than the receipt of its fees as described above, and that it is not aware of any circumstance that could characterize a conflict of interest with its performance in the preparation of this material. There were no directions, limitations or difficulties imposed on us by the Company's management, nor were any acts committed by them that in any way compromised our access, use, or knowledge of information or work methodologiesthat were relevantto the quality of our conclusionsexpressed in this material. We have given the Company's board of directors the opportunity to supervise and participatein all stages of the preparationof this material.

Additionally, the Company and/or Ciclus currently contract and may contract with companies belonging to the Itaú conglomerate banking services, including investments or any other financial operations required for the Company's and Ciclus' activities, and may be paid, as the case may be, for such services under market terms and conditions. In addition, in the normal course of our business we may acquire, hold or sell, for our own account or for the account and order of our clients, debt instruments and other securities and financial instruments (including bank loans and other obligations) of the Company,Ciclus and/ortheir respective affiliates.

We have, from time to time in the past, provided investment banking, general banking and financial services and other financial services to the Company and Ciclus, for which we were compensated, and we may in the future provide such services to the Company and Ciclus and its affiliates. We and other companies comprising our economic conglomerate provide a variety of financial and other services related to securities, brokerage and investment banking. In the normal course of our business, we may acquire, hold or sell, for our own account or on behalf of our clients, shares, debt instruments and other securities and financial instruments (including bank loans and other obligations) of the Company, Ciclus and/or its affiliates and any other companies that are involved in the Transaction, as well as provide Investment banking and other financial services to such companies, their parents or subsidiaries. The professionals of the securities research departments and other divisions of the Itaú Unibanco Group, including Itaú BBA, may base their analyses and publications on different operational and market assumptions and on different analysis methodologies when compared to those employed in the preparation of this Valuation Report, so that the research reports and other publications prepared by them may contain results and conclusions different from those presented herein, considering that such analyses and reports are carried out by independent analysts without any connection or communication with the professionals who acted in the preparation of this Valuation Report. We have adopted policies and procedures to preserve the independence of our securities analysts, who may have views that differ from those of our investment banking department. We have also adopted policies and procedures to preserve the independence between Investment banking and other areas and departments of Itaú BBA and other companies of the Itaú Unibanco Group, including, but not limited to, asset management,proprietary trading desk for shares,debt instruments,securities and other financialinstruments.

Our opinion is necessarily based on information available to us up to the Current Date and considering market, economic and other conditions as they exist and as they can be evaluated up to that date. Although future events and other developments may affect the conclusions presented in this material, we are under no obligation to update, revise, amend or withdraw our opinion, in whole or in part, as a result of any developments after the Current Date or for any other reason. Our analyses do not distinguish between any classes or kinds of shares representing the capital stock of SIMPAR, and do not include operating,tax or other benefits or losses, includingany goodwill, nor any synergies other than those providedby the Company,incremental value and/or costs, if any, from the completionof the Transaction,if effected,or from any other transaction.

Our opinion is limited to the transaction terms from a financial perspective in the current date. We have not reviewed the Transaction from a legal, regulatory or other point of view and, accordingly, we are not responsible (whether under an agreement, civil liability provisions or otherwise) for any such review, including any reputational risks assumed by the Company in connection with the Transaction. You will also note that we are not an accounting firm and do not provide accounting or auditing services in connection with this Transaction. In addition, we are not providing any advice and/or services relating to due diligence, legal, regulatory, credit, tax, accounting or other non-financial aspects of the Transaction. In preparing our opinion, we have not taken into account (i) the tax effects arising from the Transaction; (ii) the impact of any fees or expenses that may result from the closing of the Transaction.

This material is not an evaluation report and should not be used to justify the eventual issue price of new shares of the Company and/or of Ciclus, nor to comply with any legal or regulatory requirements applicable to the Company, to the Transaction or to the corporate events related thereto, including, but not limited to, articles 4, 8, 45, 227, 256 and 264 of Law 6. 404/76 (Brazilian Corporation Law), the regulations of the Brazilian Securities Commission, the Brazilian Financial and Capital Markets Association, the Securities and Exchange Commission, or the Financial Industry Regulatory Authority. In addition, this material may not be used for any purpose other than the Transaction. It is also noted that we are not an accounting firm and do not provide accounting or auditing services in connection with this Transaction. In preparing this material, we have not taken into account (i) the tax effects arising from the Transaction, (ii) the impact of any fees and expenses that may result from consummation of the Transaction, and (iii) the future accounting impact of the Transaction. In addition, we provide no legal, tax, duty or regulatory services in connectionwith this material and/or the Transaction.

The financial calculationscontainedin this material may not always result in an accuratesum due to rounding.

This material is the intellectual property of Itaú BBA.

The original version of this material is the one herein produced in Portuguese, which may, provided that the confidentiality obligations to which the Company is subject and other obligations contained in this material are observed, have a free translation into English, it being understood that in the eventof any divergencebetweenthe Portuguese version and the version translatedinto English, this original version in Portuguese shall prevail.

This material is subject to Brazilian law and any discussions concerningit shall be held in the courts of the capital city of the State of São Paulo.

This presentationwas preparedoriginally in Portuguese. Any divergenceswith this version in English, the Portugueseversion shall prevail .

Banco Itaú BBA S.A.

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CONFIDENTIAL.THEDISCLOSURE OR AVAILABILITY OF THIS MATERIAL WITHOUT THE PRIOR WRITTEN CONSENT OF ITAÚ BBA IS PROHIBITED.

Summary

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Potential

Summary of

Overview and

Overview and

Summary of

Transaction

Valuation

Valuation

Valuation

Results

Overview

Methodologies

of Ciclus

of SIMPAR

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SECTION 1

Potential Transaction Overview

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Simpar SA published this content on 29 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 October 2021 05:57:08 UTC.