Presentation to the market on the Merger of Shares*

Market Announcement

Evaluation of the

Acquisition of Ciclus

through the Merger of CS Infra shares into SIMPAR

STRICTLY CONFIDENTIAL | OCTOBER 2021

Transaction Overview

Acquisition of Ciclus through the merger of CS Infra shares into SIMPAR: increase of the concessions portfolio with a focus on the provision of long-term services and resilient revenues, enabling the entry into a new sector (solid waste management and valorization)

Transaction Proposed by SIMPAR

Business Scope

Swap Ratio and Price

Methodology and Fairness Opinion

Valuation

Financial Economic Rebalancing

Subscription Bonus

Approval Process and Governance

• Acquisition of Ciclus through the Merger of CS Infra shares into SIMPAR, a vehicle that will consolidate all the Group's concessions
• Ciclus: Company that performs the integrated management (transshipment, transportation, final disposal, treatment and valorization) of domestic solid urban waste in the cities of Rio de Janeiro, Seropédica, Itaguaí, Mangaratiba, Piraí and Miguel Pereira, mainly through a long-term concession contract with COMLURB¹, besides commercial clients and large generators²
• Transaction 100% in shares, through the issuance of SIMH3 shares:
• • No Rebalancing: Initial issuance of 23,010,721 new SIMH3 shares, with exchange ratio of 0.38351027 SIMH3 shares for each CS Infra shares. JSP's stake in SIMPAR will go from 57.1%³ to 58.3%³, with a 2.8% dilution of minority shareholders
  • With 100% rebalancing: Issue of subscription bonus attributed to JSP whose exercise will enable the subscription of up to 32,084,167 new SIMPAR shares. JSP's stake in SIMPAR will go from 58.3%³ to 59.9%³, with a maximum final dilution of 6.4% of minority shareholders
• Valuation of SIMPAR and Ciclus based on discounted cash flow
• SIMPAR: Valued at R$16,914 to R$23,848 bi | R$21.10/share to R$29.74/share
• Ciclus Without Rebalancing: Valued at R$514 to R$561 mm | from 17.3 mm to 26.6 mm SIMH3 shares → Swap ratio within the fairness range
• Ciclus With Rebalancing: Valued from R$1,139 to R$1,223 mm | from 38.3 mm to 57.9 mm SIMH3 shares → Swap ratio within the fairness range
• Objective: Rebalance of the monthly tariff paid in the contract with COMLURB and increase in the contractual term, due to a new operational reality, cost variations and tax differences
• In October 2020 an addendum was signed to the concession contract that formalized the complete rebalancing, which is under analysis by TCM4
• This subscription right will be conditioned to the partial or total obtaining of the Rebalancing, being the same conferred in a proportional way (Pro rata)
• The merger will become effective after corporate approvals, and the EGMs of SIMPAR and CS Infra will be held, on first call on November 29, 2021
• The controlling shareholder will follow the minority shareholders' decision

Notes: (1) COMLURB is a mixed economy company that operates in the urban cleaning of the city of Rio de Janeiro; (2) These are private companies that generate more than 120 liters of waste per day; (3) Considers the total shares of SIMPAR excluding treasury shares;	2
(4) Court of Auditors of the Municipality of Rio de Janeiro

Reorganization Overview

Creation of a holding company focused on long-term service concessions with resilient revenues, respecting capital and return discipline

1. Pre-Transaction Structure

2. Post Transaction Structure²

JSP

Holding S.A.

JSP

71.9%

63.0%

71.9%

100%

100%

100%

100%

57.1%²

100%	64%	100%	100%	49.75%
	Highway	Port Terminal	Port Terminal	BRT Sorocaba
	Transcerrados	ATU-18	ATU-12

100%

Concessions currently owned by CS Brasil

Subsequent Movements

• SIMPAR will transfer the infrastructure assets of CS Brasil (Aratu-12 and Aratu- 18 port concessions, Transcerrados highway and BRT Sorocaba) to CS Infra, strengthening the long-term concessions platform.
• With this transfer, CS Brasil will be left with municipal passenger transport contracts, Heavy GTF, GTF with driver and residual Light GTF contracts, which did not obtain client consent for incorporation by Movida.

Notes: (1) Considers SIMPAR's total shares excluding treasury shares; (2) SIMPAR's stake in subsidiaries disregards treasury shares; (3) Shareholding after initial incorporation, without considering the effectuation of 100% of the financial economic rebalancing and exercise	3
of the subscription bonus

Ciclus: Integrated Management in the Solid Waste Sector

Location

Founded in 2010, Ciclus is a reference in integrated management (transshipment, transportation, final disposal and treatment) and valorization of solid waste including biogas, energy and carbon credits with first class infrastructure

Operates for the city of Rio de Janeiro, a concession contract signed with COMLURB (concessionaire of 100% of the waste of the city of Rio de Janeiro), with an original term until 2026 and an additional one until 2036², with potential additional extension to be agreed upon by the parties

Final disposal also of waste from the cities of Seropédica-RJ, Itaguaí-RJ,

Mangaratiba-RJ,Piraí-RJ and Miguel Pereira-RJ

One of the largest Waste Treatment Centers (WTC)³ in Latin America, located in Seropédica-RJ,in addition to 5 waste transfer stations in the city of Rio de Janeiro that serve as transshipment areas

Waste

Transfer

Station

WTC

WTC

Marechal Hermes WTS

		1 WTC + 5 WTS4	2.8 mm m2	+18 years	10,000 ton/day	+20,000 Nm³/hour
	CICLUS IN	Ciclus Assets	WTC area	WTC Capacity	Treatment, transportation	Biogas volume
				and final destination
	NUMBERS	2.5 mm	418.7 thousand	R$326 mm	R$147 mm	45.0%
		Carbon Credits in stock5	Carbon Credits generated in	Net Revenue 2Q21 LTM6	EBITDA 2Q21 LTM6	EBITDA Margin 2Q21 LTM6
			2020

Notes: (1) COMLURB is a mixed economy company that operates in urban cleaning in the city of Rio de Janeiro; (2) Amendment under review by the Court of Accounts of the Municipality of Rio de Janeiro; (3) Composed of a bioenergy landfill, a purification station and biogas	4
recovery plant and a leachate treatment plant; (4) Waste transfer station; (5) Credits already issued (1.6 million) and to be issued (0,9 million) by UN; (6) Last 12 months considering full rebalancing since November/20

Rationale for Merger of CS Infra

Development of a holding company focused on long-termconcessions, increasing its potential to generate value;

Incorporation of an asset through payment in SIMH3 shares, adding predictable, resilient and long-term revenue, which presents multiple opportunities for additional revenue generation;

Sector with opportunities for organic growth, due to the new regulatory framework that encourages the development of the segment, and with potential consolidation in a still fragmented market, which will benefit from SIMPAR's M&A expertise;

Firm guarantee of long-termrefinancing (9 years¹) of Ciclus' debts, improving its cash flow due to the extended repayment schedule and more competitive costs, enabling a greater allocation of capital into acquisitions and organic growth projects;

Evolution of the ESG agenda, in line with SIMPAR's strategic plan to promote growth and generate sustainable value.

Note: (1) Average refinancing term

5