Wilson Sons (PORT3) Investor Update summary

Transaction overview

• SAS Shipping Agencies Services Sàrl agreed to acquire all 248,664,000 shares (56.47% stake) of Wilson Sons S.A. from OW Overseas (Investments) Limited at BRL 17.50 per share, payable upon completion, on October 21, 2024.

• The transaction uses a lock-box mechanism with permitted dividends up to $22 million per quarter or US$0.31/share paid quarterly from Q4 2024 until closing, provided sufficient profits are generated.

• Dividends declared on October 11, 2024, totaling approximately $27 million, are permitted and do not affect the purchase price.

• Price per share is R$17.50, implying an EV/EBITDA multiple of 8.7x (ex-IFRS16, 2Q24 LTM), with a 6.3% premium over October 16, 2024, and 66.3% over June 9, 2023.

• The transaction is subject to regulatory approvals, including CADE and ANTAQ, with expected completion in the second half of 2025.

Post-transaction actions and shareholder impact

• Upon completion, the buyer will launch a mandatory public tender offer for remaining shares at the same price and conditions as the controlling shareholder.

• Price adjustment for minority shareholders between transaction completion and tender offer liquidation will follow CVM regulations.

• Dividends for the quarter in which closing occurs will be paid pro rata and will not be adjusted in the purchase price.

• No decision has been made regarding a potential delisting, but the buyer will keep the company informed as required by law.

• Any dividends paid in excess of permitted amounts will result in a purchase price deduction.

Regulatory and process details

• Regulatory approval is expected to follow customary procedures, with timing uncertainties but anticipated completion in H2 2025.

• Permitted quarterly dividends have no specific time limit and will continue until transaction finalization.

• No information was provided regarding termination fees or carve-out impacts; the offshore lawsuit remains unaffected.

• Wilson Sons S.A. is listed on the Novo Mercado segment of B3, ensuring high governance standards for the transaction.