Dear Shareholders, we have compiled the main clarifications regarding the merger and the treatment of your shares.
Grupo PetzCobasi – FAQ
What is the trading ticker of the Petz Cobasi Group shares?
The new ticker symbol is “AUAU3”, representing common shares with voting rights.
How did the business combination transaction between Petz and Cobasi take place?
As disclosed in the Material Fact released on December 15, 2025, the business combination transaction between Petz and Cobasi was carried out through a corporate reorganization that ultimately resulted in the unification of the shareholder bases of both companies, with the merger of Petz into Cobasi. As a result, the former shareholders of Petz and Cobasi now hold, respectively, 52.6% and 47.4% of the share capital of the combined company.
I hold PETZ3 shares. What happened to my shares on the Closing Date and after the consummation of the transaction?
On the Closing Date (January 2, 2026), this was the last trading day of PETZ3 shares.
On the following trading day (January 5, 2026), the shares of the combined company (AUAU3) began trading, replacing PETZ3.
The share exchange ratio is 1:1, meaning that a shareholder holding 100 Petz shares received 100 shares of the new company.
Pursuant to B3’s operational determination, the opening price of AUAU3 corresponds to the closing price of PETZ3 on the previous trading day, net of the cash consideration of R$0.71.
As indicated by the exchange, there is no change in shareholders’ equity, but rather a value recomposition. Considering the PETZ3 closing price of R$4.39 on January 2, shareholders received one redeemable preferred share (cash consideration) in the amount of R$0.71 (to be paid by January 23) and one common share in the amount of R$3.68.
It is worth noting that the opening price is a reference based on the prior day’s closing price of PETZ3 net of the cash portion, and market forces may freely adjust the trading price of the shares.
Will the new common shares have the same rights as the common shares I previously held?
Yes. The new common shares of the Petz Cobasi Group carry the same rights as the other common shares previously issued by Petz.
When will I receive the Cash Portion?
The payment of the Cash Portion (i.e., the cash amount resulting from the Share Redemption) is expected to occur by January 23, 2026, corresponding to up to 15 business days from the Closing Date of January 2, 2026, through a credit to each Petz Closing Shareholder’s respective custody account, according to the information registered with their brokerage or custodian institution.
How much will I receive as the Cash Portion?
The total amount payable corresponds to BRL 320,788,324.56 (three hundred and twenty million, seven hundred and eighty-eight thousand, three hundred and twenty-four reais and fifty-six centavos), already adjusted by the CDI rate from the execution date of the Association Agreement until the business day immediately preceding the Closing Date.
The amount to be received by each shareholder will be pro rata to the number of Petz shares held on the Closing Date (January 2, 2026), corresponding to an estimated amount of BRL 0.7109 per redeemed preferred share.
Once redeemed, the preferred shares will be immediately cancelled.
For example, if a shareholder holds 100 Petz shares, such shareholder will receive the equivalent of 100 × R$0.7109, totaling R$71.09, within up to 15 business days from the closing of the transaction.
When did the shares of the Petz Cobasi Group begin trading on B3?
The last trading day of Petz shares was January 2, 2026, the Closing Date of the transaction.
As of January 5, 2026, the shares of the combined company began trading on B3 under the new ticker AUAU3.
The AUAU3 shares were credited to the Petz Closing Shareholders’ custody accounts on January 7, 2026, through their respective intermediary institutions.
Will shareholders resident in Brazil be taxed on potential capital gains arising from the merger?
The Companies are not responsible for any withholding or payment of taxes levied on potential gains realized by shareholders resident in Brazil, including individuals, legal entities, investment funds or other entities.
Such shareholders may be subject to income tax and other taxes in accordance with the applicable legal and regulatory provisions for each category of investor and should consult their own advisors regarding the applicable tax treatment. These shareholders are solely responsible for the payment of any taxes that may be due, without prejudice to the option provided for in Clause 12 of the Protocol and Justification.
Will non-resident shareholders (“NRI”) be taxed on potential capital gains arising from the merger? Who will collect the taxes?
Pursuant to applicable laws and regulations, the Company will be responsible for the collection and payment of Withholding Income Tax (IRRF) on any capital gains that may be due as a result of the Transaction by non-resident shareholders (“NRIs”).
The tax base for IRRF purposes will be the capital gain of the respective NRI, corresponding to the positive difference, if any, between:
(i) the per-share value attributed to the Company’s shares under the exchange ratio in the Transaction; and
(ii) the acquisition cost of the Company’s shares held by each NRI.
The IRRF will be collected in accordance with the legal and regulatory provisions applicable to each type of NRI, at tax rates ranging from 15% to 22.5%, or at a 25% rate in the case of shareholders resident or domiciled in low-tax or privileged tax jurisdictions.
To enable the calculation of any capital gains, NRIs must complete and electronically submit the information set forth in the table below to the Company, directly or through their custody agents, and send such information by e-mail to ri@petz.com.br and ri@cobasi.com.br, with the subject line “Business Combination – Acquisition Cost.”
The acquisition cost amounts indicated in the template spreadsheet must be supported by reliable and appropriate documentation (e.g., broker statements), which must also be attached to the e-mail. Such information and documents must be submitted in accordance with the instructions herein by 6:00 p.m. (BRT) on January 9, 2026.
The Company, Cobasi Investimentos and/or Cobasi may, at their sole discretion, request additional information and/or documentation whenever deemed necessary to fully comply with their legal obligations as tax responsible parties.
By providing the information above, shareholders and their custody agents authorize the disclosure of such data, as well as any additional information subsequently requested, to the tax authorities in the context of any tax audit or inspection.
The Company, Cobasi Investimentos and Cobasi will rely on the information provided by the NRIs for the calculation of capital gains, and the NRI shall be solely responsible for the accuracy and completeness of such information and documentation. The Company, Cobasi Investimentos and Cobasi shall:
(i) deem the acquisition cost to be zero for NRIs that fail to submit such information or submit it inadequately, insufficiently or untimely; and
(ii) apply the 25% tax rate to capital gains of NRIs that fail to inform their country or dependency of tax residence or domicile within the applicable deadline, in accordance with Brazilian Federal Revenue Service regulations.
The Company and/or Cobasi may charge or offset the amount of IRRF collected on behalf of the NRI against any amounts payable to such NRI, including, without limitation, the Cash Portion, as defined in the Association Agreement and the Protocol and Justification.
Finally, non-resident shareholders who wish to exercise the option provided for in Clause 12 of the Protocol and Justification are requested to notify the Company as soon as possible by sending an e-mail to ri@petz.com.br and ri@cobasi.com.br, in order to allow the applicable procedures to be completed within the deadlines set forth in the timetable disclosed in the Joint Material Fact released on December 15, 2025, subject to the conditions set forth in the Protocol and Justification.