U.S.J. – AÇÚCAR E ÁLCOOL S.A.

U.S.J. – AÇÚCAR E ÁLCOOL S.A.

Fazenda São João, s/nº, Zona Rural, Caixa Postal (P.O. Box) 13
Araras, SP, CEP: 13600-970
Brazil

CUSIP / ISIN Number(s)	Title of Security
CUSIP: 90346J AA0/P9634C AA9 ISIN: US90346JAA07/USP9634CAA91	9.875% Senior Notes due 2019
CUSIP: P9634C AB7/90346J AB8 ISIN: USP9634CAB74/US90346JAB89	9.875%/12.00% Senior Secured PIK Toggle Notes due 2021
CUSIP: 90346J AC6/P9634C AC5 ISIN: US90346JAC62/USP9634CAC57	9.875%/10.500% Senior Secured PIK Notes 2023

U.S.J. – Açúcar e Álcool S.A. (the “Company”) is announcing a solicitation to receive Recovery Elections in connection with the above-listed outstanding notes (the “Notes”) (the “Election Solicitation”). Under the terms of the Election Solicitation statement dated December 28, 2021 (the “Election Solicitation”), Eligible Noteholders may select to receive their claims through the Alternative Payment Option or Default Recovery, as defined in the Election Solicitation Statement. Eligible Noteholders who opt to receive their respective Claims through the Alternative Payment Option will exchange their Notes for participation in the Liquidating Trust to be created by certain Noteholders (the “Liquidating Trust Participation Notes”), as defined in the Election Solicitation Statement. Eligible Noteholders who choose the Default Recovery or fail to make a valid Recovery Election, will receive their respective claims by exchanging their Notes for Brazilian-law governed debt instrument containing the payment terms and conditions of such Noteholders’ claims pursuant to the RJ Plan (the “Brazilian Notes”).

If you are a beneficial Noteholder, or a representative acting on behalf of a beneficial Noteholder, of the Notes that is an “Eligible Noteholder” (as defined below), please complete the Eligibility Certification on this website or return it to D.F. King at the address set forth in the Eligibility Certification.

To be an “Eligible Noteholder,” you must be shown on the records of the trustee for the Notes as a holder of the Notes as of 5:00PM (New York City time) on January 27, 2022; and be either
(a) a Noteholder who is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”)(a “Qualified Institutional Buyer”) or
(b) a Noteholder who is not a “U.S. Person” (as defined in Regulation S under the Securities Act) and who is an “accredited investor” (as defined in Rule 501(a) under Regulation D under the Securities Act.
The definition of “U.S. person” is set forth in Annex A hereto.

Additionally, please check the box if you are an Eligible Noteholder and you are
(i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA;
(ii) a “plan” within the meaning and subject to Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); or
(iii) any person or entity whose assets are deemed to include the assets of any such “employee benefit plan” or “plan” under the Plan Asset Rules or otherwise for purposes of Title I of ERISA or Section 4975 of the Code (“ERISA Plan”).

I am an “ERISA Plan”

Please submit your responses as soon as possible in order to allow sufficient time for you to review and submit the relevant paperwork to participate in the Election Solicitation. If you do not submit a valid Eligibility Certification, you will not be entitled to receive any documents or materials relating to the Election Solicitation.

This letter neither is an offer nor a solicitation of an offer with respect to the Notes nor creates any obligations whatsoever on the part of the Company to make any offer or on the part of the recipient to participate if an offer is made.

All capitalized terms used in this Eligibility Certification and not otherwise defined herein shall have the meanings ascribed to them in the Election Solicitation Statement.

You may direct any questions to D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, NY 10005, Attn: Michael Horthman, Telephone Numbers: (866) 796-6867 (toll-free) or (212) 269-5550 (collect), Email: usj@dfking.com.

Very truly yours,

U.S.J. – Açúcar e Álcool S.A.

ANNEX A

“U.S. person” means:

(1) Any natural person resident in the United States;

(2) Any partnership or corporation organized or incorporated under the laws of the United States;

(3) Any estate of which any executor or administrator is a U.S. person;

(4) Any trust of which any trustee is a U.S. person;

(5) Any agency or branch of a foreign entity located in the United States;

(6) Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(7) Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and

(8) Any partnership or corporation if:

(a) Organized or incorporated under the laws of any foreign jurisdiction; and

(b) Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

The following are not “U.S. persons”:

(1) Any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States;

(2) Any estate of which any professional fiduciary acting as executor or administrator is a U.S. person if:

(a) An executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate; and

(b) The estate is governed by foreign law;

(3) Any trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person;

(4) An employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country;

(5) Any agency or branch of a U.S. person located outside the United States if:

(a) The agency or branch operates for valid business reasons; and

(b) The agency or branch is engaged in the business of insurance or banking and is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located; and

(6) The International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, and their agencies, affiliates and pension plans, and any other similar international organizations, their agencies, affiliates and pension plans.