Minerva (BEEF3) Status Update summary

Capital Increase Details

• Announced a capital increase of up to BRL 2 billion at BRL 5.17 per share, issuing nearly 387 million new shares, with a minimum subscription of BRL 1 billion guaranteed by the control group (VDQ and SALIC).

• Shareholders as of April 29 are eligible, with a 0.5 subscription bonus per share and 3-year warrants, all tradable on B3.

• Eligible shareholders can subscribe up to 0.657538889 new shares per existing share, with the subscription period from April 30, 2025, to May 29, 2025.

• Warrants grant the right to subscribe shares at BRL 5.17, exercisable every 30 days for 3 years, with exercise price adjusted for dividends.

• All new shares and related assets (BEEF1, BEEF3, BEEF9, BEEF11) will be listed and tradable on B3.

Use of Proceeds and Financial Impact

• Proceeds will primarily be used to repurchase 2031 bonds at a discount and reduce short-term, high-cost debt, aiming to maximize deleveraging by 15-20%.

• Every BRL 1 billion raised is expected to reduce annual financial expenses by about BRL 60 million.

• Net debt is projected to decrease from BRL 15.6 billion to BRL 13.6 billion, with net leverage dropping from 3.75x to 3.2x.

• Net income is expected to rise from BRL 313 million to around BRL 580 million, with EPS increasing by 12% despite dilution.

• Positive impacts are expected on share liquidity and future net income due to lower financial expenses.

Shareholder Structure and Governance

• No changes to the shareholders' agreement are anticipated, as the control group (VDQ and SALIC) will maintain a similar stake post-increase.

• The dilution of SALIC is not expected to significantly alter the control group or trigger any agreement clauses.

• The controlling group is committed to maintaining its stake by investing at least BRL 1 billion.