Raízen sets meeting on restructuring and R$ 35 billion cut

Brazilian energy company Raízen called an extraordinary general meeting for October 30, 2026, to vote on measures executing its out-of-court restructuring plan. The agenda includes raising the authorized capital limit to up to 200 billion common and preferred shares to carry out the capitalization outlined in the restructuring.

Shareholders will vote to dismiss all current members of the board of directors. The board will be reshaped into 7 principal members and 7 alternates, elected on a single slate for a three-year transition mandate. This structure follows B3 Level 2 corporate governance rules for periods of ownership dispersion or transition when the company lacks a controlling shareholder with over 50% of voting capital. The board composition will feature alternative setups depending on whether Aguassanta Participações participates in the capital increase, while seats designated by Shell will be tied to holders of new preferred shares.

The restructuring proposes creating Class B preferred shares with restricted voting rights on specific restructuring topics, alongside a units program where each unit consists of one common share and one Class A preferred share. Shareholders will also evaluate a capital reduction of up to BRL 35 billion, deemed excessive after the capitalization, without cancelling shares. This will be carried out by distributing securities issued by subsidiary Raízen Energia to shareholders, subject to converting Raízen Energia's CVM issuer registration from category B to category A and listing its shares and units on B3 Level 2.

The meeting will also address statutory bylaws, including mandatory rules for tender offers upon reaching relevant shareholding thresholds. Investors will further review executive authority limits, the elimination of the executive chairman role on the board, and revisions to the share-based compensation plan.