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M&A Brazil report


2012 to 6M2023

July 2023 2
Agenda

Section 01
About RGS

Section 02
M&A Brazil | 10-year review up to 6M2023

Section 03
M&A Brazil | 5-year review of largest transactions

Section 04
Brazil | 6M2023 review

Section 05
Brazil | Country overview

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Section 1

About
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We are The financial advisory and strategic partner for your M&A or
fundraising journey

Our mastery in mergers and acquisitions and fundraising


comes from a successful combination of rigorous technical
standards, close attention and human touch, amplifying
businesses' value for the client and the market

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RGS overview
We act in all transaction stages, seeking to find the right tone for each business
and each client

Mergers
and acquisitions Fundraising

This is our specialty. This is what we have been doing with Compose, tune and align. The same mastery in Mergers and
mastery for a decade. What drives us is helping our clients and Acquisitions expands to fundraising advisory and debt capital
companies start a new and prosperous chapter in their stories. markets (DCM)

⁄ Sell-side advisory ⁄ Private Equity and Venture Capital


⁄ Buy-side advisory ⁄ Structured Debt Issuance (Debt Capital Markets)

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Middle market

> US$ 200mm


Banks

Between US$10mm and


US$ 10mm < US$200mm

Informal Service
Providers

Our clients: Their Motivations:


Family-owned business Industry consolidation
Private equity portfolio Reward for dedication
companies and platforms Lack of succession
Public companies

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Leading M&A
independent financial
advisor in Brazil
Combining expertise and We completed 16
harmony, we lead the top transactions in 2022 and
financial market rankings positioned ourselves as the
leading financial advisor in
Brazil

1º 1º 1º

M&A Brazil - Ranking 2020, M&A Brazil - Ranking 2022 M&A Brazil - Ranking 2022
2021, 2022 e 2023 Ranking by Completed Ranking by Completed
Ranked as the best M&A Transactions Transactions
independent advisor

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2022 We began to offer structured debt
issuances so that your company has access
to capital and can grow

2019 We created a specialized department focused on preparing


companies for M&A, nowadays we have higher success rates in
M&A than the market average

2016 We started conducting transactions for the most relevant companies in


different industries, standing out for our commitment to excellence

2013We created RGS with the objective of strengthening the middle market by
offering a high level of service and increasing entrepreneurs’ access to good
opportunities in the market

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André Levy Fabio Jamra
⁄ CFO at Phosfaz, and CFO and Head of People at Qulture.Rocks ⁄ Investment Banking at Deutsche Bank
⁄ MBA from Wharton ⁄ Specialization in M&A from Wharton Business School,
⁄ Industrial Engineering at Polytechnic School of the University of University of Pennsylvania
São Paulo ⁄ Business Management at FGV

Guilherme Stuart Hugo Pacheco


⁄ Private Equity Principal at BTG Pactual ⁄ BBM Bank and BBM Investments
⁄ Investment Banking at J.P. Morgan (São Paulo and New York) ⁄ Specialization in M&A from AMT and TTS New York
⁄ Civil Engineering at Polytechnic School of the University of São ⁄ Mechanical-Aeronautical Engineering at ITA
Paulo, and graduated from the Stanford Executive Program

Jonathan Kim Lucas Pogetti


⁄ M&A at RGS Partners ⁄ Investment at Itaú BBA, Deutsche Bank, Santander, BNP Paribas
⁄ Specialization in M&A from AMT and TTS New York and XP
⁄ Business Management at FGV ⁄ Executive Education at Columbia Business School
⁄ Business Management at Insper

Pedro Scharam Renato Stuart


⁄ M&A at RGS Partners and Board member at Fundo Realiza ⁄ Vice President of Investment Banking at BTG Pactual
⁄ Specialization in M&A from AMT and TTS New York ⁄ Leadership Development at Harvard Business School
⁄ Business Management at FGV ⁄ Industrial Engineering at Polytechnic School of the University of
São Paulo

Victor Barreira Professional qualification


⁄ Responsible for structuring the Capital Markets areas at Banco
Caixa Geral and Banco Modal
⁄ Business Management at FAAP
⁄ Post Graduate Degree from Insper

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Main transactions (1/7)

Financial advisor to Gripmaster


Financial advisor to DHL
Financial advisor to Cinnecta on on the merger with Cantu Store, Financial advisor to Jazz Side on
Tratores on the sale to Grupo
the sale to Matera a portfolio company of L the sale to BeFly
Vamos, for R$93mm
Catterton

August 2023 June 2023 April 2023 April 2023

Financial advisor to Fazenda da


Financial advisor to Boa Vista on
Toca and Rizoma Agro on the Financial advisor to KMM on the Financial advisor to CasaTema
the creation of a Joint Venture
sale of its organic egg and grain sale to Nstech on the sale to MadeiraMadeira
with Red Ventures
production to Mantiqueira Brasil

February 2023 October 2022 September 2022 August 2022

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Main transactions (2/7)

Financial advisor to Cemitério


Parque Hortolândia in the Financial advisor to ZEG Biogás Financial advisor to Grupo Financial advisor to
association with Grupo Zelo, a on the sale to Vibra Energia for Educacional Anchieta on the sale Qulture.Rocks on the sale to
portfolio company of Crescera up to R$571mm to Inspira Rede de Educadores UOL Edtech
Capital

July 2022 July 2022 June 2022 April 2022

Financial advisor to Matrix


Financial advisor to Colégio
Energia on the merger with the Financial advisor to Noverde on Financial advisor to VADU on
CCPA on the investment made
energy assets of Prisma Capital, the sale to Dotz the sale to Dimensa
by Great Schools Platform
in the amount of R$1bn

April 2022 April 2022 March 2022 January 2022

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Main transactions (3/7)

Financial advisor to Remessa Financial advisor to Micromed Financial advisor to Urbem in a


Financial advisor to Bomi Group
Online on the sale to Ebanx, for on the sale of a minority stake to R$103mm investment round led
on the acquisition of Linex
R$1.3bn Omron Healthcare by Dexco

December 2021 October 2021 October 2021 September 2021

Financial advisor to Grupo Financial advisor of The AMO


Financial advisor to CrediHome, Financial advisor to Isatec on the
Flamboyant in the association Clinic, invested by H.I.G. Capital,
a portfolio company of Finvest, sale to AmSpec International
with Grupo Zelo, a portfolio on the sale to Dasa, for
on the sale to Loft Services
company of Crescera Capital R$750mm

August 2021 August 2021 July 2021 June 2021

13
Main transactions (4/7)

Financial advisor to Portobello in Financial advisor to Boa Vista, on Financial advisor to Portobello in
Financial advisor to dtm, on the
the restructuring of the stock the acquisition of Konduto, for the restructuring of the stock
sale to Plusoft
buyback program R$172mm buyback program

June 2021 May 2021 March 2021 January 2021

Financial advisor to Opentech on Financial advisor to Tecnogera, Financial advisor to Verde Financial advisor to Remessa
the sale to Niche Partners, a controlled by Patria Agrícola on the sale to Rech Online/BeeTech in a R$110mm
Private Equity fund founded by Investimentos, on the sale to Agrícola, controlled by Aqua (Series B) investment round led
Vasco Oliveira and SK Tarpon CBG Capital by Kaszek Ventures

December 2020 December 2020 October 2020 June 2020

14
Main transactions (5/7)

Financial advisor to inGaia in the Financial advisor to Dr. Hato on


Financial advisor to Medcom on Financial advisor to Búfalo
partnership with Jive the sale of a controlling stake to
the merger with Elfa, controlled Dourado on the sale to Lac Lélo,
Investments comprising a Pet Care, controlled by
by Pátria Investimentos controlled by Aqua Capital
R$400mm fund for real estate VCA/Mars Incorporated

February 2020 Febraury 2020 January 2020 December 2019

Financial advisor to Bergus on Financial advisor to Portobello in Financial advisor to Loop on the Financial advisor to Prumo’s
the sale to it’sSeg Company, the restructuring of the stock sale of a controlling stake to minority shareholders on the
controlled by Actis buyback program Webmotors Tender Offer process

June 2019 February 2019 June 2018 March 2018

15
Main transactions (6/7)

Hive

Financial advisor to SouthRock Financial advisor to Hive on the Financial advisor to Wheaton
Financial advisor to Oppa on the
on the acquisition of Starbucks’ sale of a minority stake to Brasil on the acquisiton of
sale to Meu Móvel de Madeira
operation in Brazil private investors Verescence Brasil

March 2018 March 2018 February 2018 February 2018

Financial advisor to Symetis on


Financial advisor to Artplan on
Financial advisor to Priner on the the acquisition of Acurate and
the creation of Pullse, a joint Financial appraiser
acquisition of Smartcoat subsequent sale to Boston
venture with Revolution
Scientific

June 2017 March 2017 March 2017 March 2017

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Main transactions (7/7)

Assessor financeiro exclusivo da


Financial advisor to Concremat Financial advisor to Priner on the Financial advisor to Stone on the
Financial appraiser Artplan na criação da Pullse, uma
on the sale to CCCC acquisition of Isolafácil acquisition of Elavon
joint venture com a Revolution

January 2017 January 2017 December 2016 Março


April 2016
2017

Financial advisor to Tecnogera Financial advisor to Matrix on


on the sale of a controlling stake the sale of a minority stake to
to Pátria DufEnergy

December 2014 September 2014

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Section 2

M&A Brazil | 10-year


review up to 6M2023
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M&A Brazil | 2012 to 6M2023 (1/4)
The number of transactions (1) decreased 44% from 6M2022 to 6M2023

Number of transactions by Number of transactions


year(1) 6M2022 vs. 6M2023(1)
In # of transactions In # of transactions

279

201
186
Average:
153 161 156
142 160
134 -44%
119 121
107 108

60

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
19
Source: S&P Capital IQ
M&A Brazil | 2012 to 6M2023 (2/4)
The value transacted (1) decreased 47% from 6M2022 to 6M2023

Transaction value by year (1) Transaction value 6M2022


vs. 6M2023(1)
In R$bn unless otherwise indicated In R$bn unless otherwise indicated

302

219 214

179
Average:
143
R$ 154bn -47%
118 112
97 104 107 101
95

54

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
20
Source: S&P Capital IQ
M&A Brazil | 2012 to 6M2023 (3/4)
Energy & Utilities is the sector with the highest number of transactions (1)
between 2012 and 6M2023 (388). Most recently, Tech has seen the largest
increase in the number of transactions, which should be the new standard

Number of transactions by Number of transactions by


sector(1) sector 6M2022 vs. 6M2023 (1)
In # of transactions In # of transactions

279
108

201
186
153 161 156
142 134 60
119 121
107

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

Others Materials Healthcare Others Materials Healthcare


Retail & Consumer FIG Industrials Retail & Consumer FIG Industrials
Energy & Utilities Tech Education Services Energy & Utilities Tech Education Services
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
21
Source: S&P Capital IQ
M&A Brazil | 2012 to 6M2023 (4/4)
Energy & Utilities is the sector with the highest value transacted (1) between 2012
and 6M2023 (R$ 418bn). Besides, Retail & Consumer (2) and Materials stood out
in the first half of 2023, transacting more than R$ 25bn combined

Transaction value by sector (1) Transaction value by sector


6M2022 vs. 6M2023(1)
In R$bn unless otherwise indicated In R$bn unless otherwise indicated
302

101
219 214
179

143
118 54
104 107 112
97 95

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

Others Materials Healthcare Others Materials Healthcare


Retail & Consumer FIG Industrials Retail & Consumer FIG Industrials
Energy & Utilities Tech Education Services Energy & Utilities Tech Education Services
1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
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2. Retail & Consumer higher transaction value in 6M2023 was largely affected by the Natura & L’Oréal transaction
Source: S&P Capital IQ
M&A Brazil | 2012 to 2022
Between 2012 and 2022, Energy & Utilities has seen the largest number and
volume of transactions(1)

Number of transactions by Transaction value by sector (1)


sector(1)
In # of transactions In R$bn unless otherwise indicated

Energy & Utilities 379 Energy & Utilities 412

Retail & Consumer 285 Retail & Consumer 239

Tech 269 Healthcare 211

Healthcare 175 Industrials 190

FIG 170 FIG 180

Industrials 149 Materials 149

Others 132 Tech 134

Materials 112 Others 117

Education Services 88 Education Services 57

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
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Source: S&P Capital IQ
M&A Brazil | 6M2023
In 6M2023, Tech has seen the largest number of transactions (1), while Retail &
Consumer(2) was the sector with highest value transacted

Number of transactions by Transaction value by sector (1)


sector(1)
In # of transactions In R$bn unless otherwise indicated

Tech 15 Retail & Consumer 13

Healthcare 10 Materials 12

Energy & Utilities 9 FIG 8

Industrials 7 Tech 8

FIG 7 Energy & Utilities 6

Materials 5 Healthcare 3

Others 4 Industrials 2

Retail & Consumer 3 Others 2

Education Services - Education Services -

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
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2. Retail & Consumer higher transaction value in 6M2023 was largely affected by the Natura & L’Oréal transaction
Source: S&P Capital IQ
Buyer characteristics
Strategic buyers represented 66% of the transactions (1) in 6M2023...

Number of transactions by Number of transactions by


buyer characteristics – 10 buyer characteristics –
years(1) 6M2022 vs. 6M2023(1)
In # of transactions In # of transactions
279

39%
201
186
161 156
153 38%
142 29%
134
25% 25% 119 121 24%
22% 107 108
21%
26% 21%
21%
61% 45%
60
75% 76% 71% 62%
75% 78% 79% 34%
74% 79% 79%
55%
66%

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

Strategic Buyer Financial Buyer Strategic Buyer Financial Buyer

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
25
Source: S&P Capital IQ
Buyer characteristics (cont’d)
...and 91% of the total value transacted (1)

Transaction value by buyer Transaction value by buyer


characteristics – 10 years(1) characteristics – 6M2022
In R$bn unless otherwise indicated

302
vs. 6M2023(1)
In R$bn unless otherwise indicated

22%

219 214
10%
179 16%
11%
143
118 13% 112
97 104 107 78% 101
95
15% 18% 26% 22% 90%
25% 84% 20%
27% 89%
54
87%
85% 9%
82% 74% 78% 80%
75% 73%
91%

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

Strategic Buyer Financial Buyer Strategic Buyer Financial Buyer

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
26
Source: S&P Capital IQ
Transaction type
50% of all transactions(1) conducted in Brazil during 6M2023 involved
international players…

Number of transactions by Number of transactions by


type – 10 years(1) type – 6M2022 vs.
In # of transactions
6M2023(1)
In # of transactions
279

20%
201
186
161 156 28%
153
142 43%
134
46% 119 121 28%
107 108
36% 35%
45%
38%
30% 45% 80% 46%
72% 60
54% 72% 57%
64% 65% 50%
70% 55% 55% 62%
54%
50%

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

Local Cross-Border Local Cross-Border

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
27
Source: S&P Capital IQ
Transaction type (cont’d)
...who represented 84% of the total value transacted (1)

Transaction value by type – Transaction value by type –


10 years(1) 6M2022 vs. 6M2023(1)
In R$bn unless otherwise indicated In R$bn unless otherwise indicated

302

27%
219 214
8%
179
29%
19% 143
118 17% 112
97 104 107 101
95 73%
31% 32% 92%
31% 38% 25%
46% 34% 81% 71% 54
83%
69% 69% 68% 75%
66% 62% 84%
54%
16%
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 6M2022 6M2023

Local Cross-Border Local Cross-Border

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
28
Source: S&P Capital IQ
Section 3

M&A Brazil | 5-year


review of largest
transactions 29
Largest strategic transactions by value | 2018 to
6M2023
Announced Transaction EV/ EV/EBITDA
Target Buyer/Investor Target sector
date value (R$mm)(1)(2) Revenues LTM LTM
Xpart S.A.
Oct-01-2021 48,751 - - FIG

Mar-12-2018 47,151 5.1x 10.0x Paper products

Jan-08-2021 39,517 - - Healthcare

Apr-12-2021 25,577 2.2x 9.0x Eletric utilities

Oct-07-2022 21,700 - - Mining

Feb-07-2020 16,216 - - TMT

Feb-23-2022 15,692 - - Healthcare

Sep-23-2022 14,505 1.6x 17.5x Eletric utilities

Apr-17-2018 11,630 0.7x 10.3x Eletric utilities

Passenger Ground
Sep-23-2020 11,473 - -
Transportation

1. Exchange rate based on the day of announcement


30
2. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
Source: S&P Capital IQ
Largest financial transactions by value | 2018 to
6M2023
Announced Transaction EV/ EV/EBITDA
Target Buyer/Investor Target sector
date value (R$mm)(1)(2) Revenues LTM LTM
Búzios Field of
Feb-08-2021 9,582 - - Oil and Gas

Aug-08-2022 9,409 - - TMT

Jan-28-2021 5,777 - - FIG

Highways and
Jan-22-2021 4,202 3.8x 9.0x
Railtracks

Education
Dec-01-2022 3,565 2.2x 12.8x
Services

Environmental
Mar-31-2017 2,908 - -
Services

Aug-17-2021 2,622 - - TMT

Feb-16-2021 2,500 1.6x 17.5x TMT

Group of investors led by


Mar-23-2021 2,334 - - Proptech

Group of investors led by


May-28-2021 2,239 - - Proptech

1. Exchange rate based on the day of announcement


31
2. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
Source: S&P Capital IQ
Main buyers by value transacted(1) | 2018 to 6M2023

Buyer Transaction value Buyer type Buyer industry Country


(R$mm)(2)

56,046 Strategic Materials

50,411 Strategic / Financial FIG

42,014 Strategic Healthcare

30,980 Strategic Energy

30,677 Financial FIG

27,232 Strategic Retail & Consumer

24,131 Strategic Energy

21,132 Strategic Healthcare

19,378 Financial FIG

17,054 Financial FIG

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
32
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Main buyers by number of transactions(1) | 2018 to
6M2023
Number of
Buyer Buyer type Buyer industry Country
transactions (#)

42 Financial FIG

39 Financial FIG

38 Financial FIG

36 Financial FIG

19 Financial FIG

17 Financial FIG

16 Financial FIG

15 Financial FIG

15 Financial FIG

14 Financial FIG

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
33
Source: S&P Capital IQ
Section 4

M&A Brazil | 6M2023


review
34
Main transactions in Brazil by value | 6M2023

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Aesop Retail Pty Ltd Retail &
Jun-03-2023 12,777 - - M&A
Consumer

May-27-2023 7,405 - - M&A FIG

Apr-27-2023 5,556 - - M&A Materials

Jun-12-2023 4,928 1.8x 3.8x M&A Materials

Jun-28-2023 4,851 - - M&A Tech

(3)
Jan-27-2023 1,800 - - M&A Energy

May-04-2023 1,500 4.9x - M&A Healthcare

Mar-08-2023 1,240 8.8x 21.7x M&A Tech

Apr-25-2023 1,200 - - M&A Energy

May-09-2023 1,050 6.7x - M&A Others

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, 2. Exchange rate based on the day of announcement
35
and with target companies located in Brazil. Excludes real estate transactions 3. 260 MW of operating wind portfolio in Brazil from EDP Renewables
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (1/6)

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Albali Fundo de
Jan-10-2023 Investimento
330 - - M&A Others

Private
Jan-11-2023 781 - - Materials
Placement
Group of investors led by
Private
Jan-13-2023 52 - - Healthcare
Placement

Retail &
Jan-17-2023 170 2.1x 13.1x M&A
Consumer
Group of investors led by
Private
Jan-17-2023 77 - - FIG
Placement

Private
Jan-20-2023 500 - - FIG
Placement

Jan-24-2023 95 - - M&A Industrials

(3)
Jan-27-2023 1,800 - - M&A Energy

Private
Jan-27-2023 250 - - Energy
Placement

Private
Jan-30-2023 110 - - FIG
Placement

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, 2. Exchange rate based on the day of announcement
36
and with target companies located in Brazil. Excludes real estate transactions 3. 260 MW of operating wind portfolio in Brazil from EDP Renewables
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (2/6)

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM

Feb-01-2023 250 - - M&A Others

Feb-02-2023 110 0.8x - M&A Industrials

Group of investors led by


Private
Feb-03-2023 245 - - Tech
Placement

Private
Feb-03-2023 81 - - Tech
Placement

Feb-09-2023 297 1.4x 5.3x M&A Materials

Feb-13-2023 290 - - M&A Utilities

Feb-14-2023 85 - - M&A Tech

Feb-22-2023 130 - - M&A FIG

Feb-28-2023 140 0.7x - M&A Agribusiness

Mar-03-2023 338 - - M&A Industrials

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
37
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (3/6)

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
Pop Internet Ltda.
Mar-03-2023 60 - - M&A Healthcare

Mar-08-2023 1,240 8.8x 21.7x M&A Tech

Group of investors led by


Private
Mar-09-2023 Revolution 50 - - Tech
Fintech
Placement

Mar-20-2023 168 5.0x 13.7x M&A Energy

Group of investors led by


Private
Mar-21-2023 76 - - Tech
Placement

Mar-30-2023 687 0.4x 2.4x M&A Materials

Apr-06-2023 331 0.6x 5.0x M&A Industrials

Let’s Rent a Car


Apr-14-2023 306 - - M&A Industrials

Apr-14-2023 200 - - M&A Energy

Group of investors led by


Private
Apr-18-2023 54 - - FIG
Placement

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
38
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (4/6)

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM

Apr-19-2023 238 - - M&A Energy

Apr-25-2023 1,200 - - M&A Energy

Group of investors led by


Private
Apr-25-2023 110 - - Tech
Placement
Group of investors led by
Private
Apr-25-2023 60 - - Tech
Placement

Apr-27-2023 5,556 - - M&A Materials

Apr-27-2023 60 0.4x - M&A Industrials

17 Dermacyd line
May-02-2023 products in LatAm 366 - - M&A Healthcare

May-04-2023 1,500 4.9x - M&A Healthcare

May-09-2023 1,050 6.7x - M&A Others

Private
May-15-2023 225 - - Healthcare
Placement

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
39
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (5/6)

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM

May-15-2023 150 - - M&A Healthcare

May-15-2023 58 - 4.1x M&A Others

Centro de Excelência
May-18-2023 Oncológica 350 - - M&A Healthcare
& Pontus

May-27-2023 7,405 - - M&A FIG

Group of investors led by


Private
May-30-2023 287 - - Tech
Placement
Baguari hydroelectric
May-31-2023 plant 462 - - M&A Energy

May-31-2023 70 - - M&A Tech

Group of investors led by


Private
Jun-01-2023 91 - - Healthcare
Placement
Aesop Retail Pty Ltd Retail &
Jun-03-2023 12,777 - - M&A
Consumer

Private
Jun-06-2023 150 - - Tech
Placement

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
40
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Transactions in Brazil | 6M2023 (6/6)

Transaction EV/
Announced Buyer/ EV/EBITDA Transaction Target
Target value Revenues
date Investor LTM type sector
(R$mm)(1)(2) LTM
RD Station
Jun-06-2023 51 - - M&A Tech

Private
Jun-07-2023 79 - - Tech
Placement

Jun-12-2023 4,928 1,8x 3.8x M&A Materials

Private
Jun-12-2023 113 - - Healthcare
Placement

Jun-13-2023 806 - - M&A Industrials

Group of investors led by


Private
Jun-14-2023 63 - - FIG
Placement
Group of investors led by
Private
Jun-21-2023 100 - - Tech
Placement

Jun-23-2023 1,000 - - M&A Energy

Jun-28-2023 4,851 - - M&A Tech

1. Considers only transactions with disclosed values above R$50mm, from Jan/2012 to Jun/2023, and with target companies located in Brazil. Excludes real estate transactions
41
2. Exchange rate based on the day of announcement
Source: S&P Capital IQ
Section 5

Brazil | Country overview

42
Economic indicators
Overview of the main macroeconomic data

GDP growth Consumer price index (IPCA)


YoY change (%) YoY change (%)

Estimates today Estimates today


Estimates 3M ago estimates Estimates 3M ago
4.6%
10.1%
estimates

2.2%
2.9%

1.8%
1.8%
1.5%
1.3%
0.9%
1.1% 1.1%

6.0%
1.0%
6.3%

5.0%
5.8%

4.1%

4.0%
3.9%

3.6%
4.3% 4.5%
3.8%
3.0%

(3.6%)
(4.1%)

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Brazil spot interest rate Exchange rate


SELIC rate (%) – End of period In BRL/1 USD – End of period
Estimates today Estimates today
estimates
Estimates 3M ago Estimates 3M ago estimates
12.75%
12.00%

5.30

5.30
5.25

5.17
5.08
5.00
10.00%

13.75% 13.75% 5.57 5.27


5.19
9.50%

9.00%
9.00%

9.25% 3.87 4.10


3.27 3.31
7.00% 6.50%
4.50%
2.00%

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

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Source: IBGE and BACEN Focus Report as of March 31st and June 30th, 2023
Broad market performance
Equity indices, treasury yield curve, exchange rate and country risk premium

Equity indices(1)
Market cap, index = 100
Performance 1M YTD 1Y
170.0
Aggregate Brazil RGS index BRL 8.0% 5.8% 9.4%
160.0 14.3% 16.0% 18.7%
Aggregate Brazil RGS index USD
150.0 Ibovespa BRL 9.0% 7.6% 19.8%
140.0 Ibovespa USD 15.4% 18.0% 30.0%
6.5% 15.9% 17.6%
130.0 S&P500
19.8%
120.0 17.6%
110.0 15.6%
9.4%
100.0 4.0%
90.0
80.0
Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23

Income-Driven Sectors RGS Index Infrastructure & Commodities RGS Index Aggregate Brazil RGS Index Ibovespa S&P 500

Brazil treasury yield curve(2) FX rate and country risk premium (10Y Brazil CDS)
Rate p.a. (%) FX rate in BRL/1 USD and CDS in basis points
14.0 8.0 700
Performance 1M YTD 1Y
13.0 7.5 Exchange Rate (3) 600
(4.6%) (9.8%) (7.8%)
7.0 CDS (8.5%) (18.4%) (26.7%) 500
12.0
6.5
11.0 400
6.0
10.0 300
5.5
9.0 5.0 200
8.0 4.5 100
7.0 4.0 0
Jun-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23
Spot
1M

3M

6M

1Y

2Y

3Y

4Y

5Y

10Y

3M Ago Today
Source: BRL / USD CDS
1. Companies’ reports and S&P Global Market Intelligence as of June 30th, 2023 44
2. B3 as of March 31st and June 30th, 2023
3. Negative change means an appreciation of the Brazilian Real against the US Dollar
Market performance by sector

Income-driven sectors of the Brazilian economy


Market cap, index = 100
180.0
170.0 69.6%
160.0 58.0%
51.3%
150.0
140.0 36.8%
130.0 19.6%
120.0 14.7%
110.0 11.1%
100.0 8.1%
90.0 (0.5%)
80.0
70.0
60.0
Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23
Consumer RGS Index Retail RGS Index Airlines RGS Index Education RGS Index Financial Institutions RGS Index
Healthcare RGS Index Homebuilders RGS Index Malls & Properties RGS Index Services RGS Index

Last price Last price / 52-week Price performance


Sector Index = 100 Lowest Highest 1 Month YTD 1 Year

Consumer 99.5 115.7% 85.3% 7.5% 3.4% (0.5%)

Retail 108.1 124.1% 76.0% 7.8% 0.1% 8.1%

Airlines 169.6 184.3% 100.0% 14.6% 58.9% 69.6%

Education 136.8 211.7% 89.6% 26.0% 48.7% 36.8%

Financial Institutions 119.6 124.2% 95.3% 8.3% 13.3% 19.6%

Healthcare 111.1 148.3% 85.6% 11.2% 5.5% 11.1%

Homebuilders 158.0 158.0% 99.2% 12.7% 43.0% 58.0%

Mails & Properties 114.7 124.6% 93.3% 8.5% 14.5% 14.7%

Services 151.3 151.3% 91.7% 7.7% 26.7% 51.3%

Average (Weighted) 115.6 124.7% 93.0% 8.6% 10.9% 15.6%

45
Source: S&P Global Market Intelligence as of June 30th, 2023
Market performance by sector (cont’d)

Income-driven sectors of the Brazilian economy


Market cap, index = 100
160.0
150.0
140.0 38.7%
130.0 25.0%
120.0 13.7%
110.0 8.7%
100.0 2.7%
90.0 (2.4%)
80.0 (7.7%)
70.0 (16.9%)
60.0
50.0
40.0
Jun-22 Jul-22 Aug-22 Sep-22 Oct-22 Nov-22 Dec-22 Jan-23 Feb-23 Mar-23 Apr-23 May-23 Jun-23
Agribusiness RGS Index Industrials RGS Index Logistics RGS Index Metals & Mining RGS Index
Oil & Gas RGS Index Pulp & Paper RGS Index TMT RGS Index Utilities & Concessions RGS Index

Last price Last price / 52-week Price performance


Sector Index = 100 Lowest Highest 1 Month YTD 1 Year
Agribusiness 97.6 140.8% 86.8% 13.5% 9.3% (2.4%)
Industrials 125.0 129.0% 92.5% 3.6% 3.0% 25.0%
Logistics 138.7 146.8% 98.1% 5.7% 25.0% 38.7%
Metals & Mining 83.1 100.8% 66.9% 0.8% (25.2%) (16.9%)
Oil & Gas 108.7 130.4% 82.5% 12.3% 15.7% 8.7%
Pulp & Paper 92.3 116.9% 80.5% 0.4% (3.6%) (7.7%)
TMT 102.7 119.3% 95.4% 7.0% 10.7% 2.7%
Utilities & Concessions 113.7 124.4% 99.6% 10.8% 10.4% 13.7%
Average (Weighted) 104.0 112.1% 93.4% 7.5% 1.3% 4.0%

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Source: S&P Global Market Intelligence as of June 30th, 2023
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