Yduqs Participacoes Sa · BMFBOVESPA:YDUQ3
Yduqs Participacoes Sa — Merger or Acquisition (September 2026)
17 slides from Yduqs Participacoes Sa's merger presentation, September 2026
Slide 1: Merger of YDUQS and Afya
Merger of YDUQS and Afya September 2026 1
Slide 2: Disclaimer
Disclaimer This presentation has been prepared in the context of the business combination (the "Transaction") involving Yduqs Participações S.A. ("Yduqs") and Afya Limited ("Afya") and may contain statements and information that express expectations, beliefs and forecasts regarding future events or
Slide 3: Merger Creates Brazil's Reference in Education
Merger of YDUQS’ Nationwide Quality Portfolio and Afya’s Leading Medical Education Platform Creates Brazil’s Reference in Education Brazil’s Largest H igher Education Platform with Nationwide Reach¹ R$9.4bn of revenue, 176 campuses across all 26 states, ~5.9k medical seats and access to 200k+ physic
Slide 4: Combined Company at a Glance: Premium Education Brands with Nationwide Scale
Combined Company at a Glance: Premium Education Brands with Nationwide Scale 1 Broad nationwide premium education platform , with 176 Campuses across all 26 states Geographic Footprint 26 States # of States 25 21 176 # of Campuses Campuses 113 63 2 # of Medical 19 32 Schools 51 Medical Campuses Bran
Slide 5: Creating a National Reference in Higher Education, Combining Scale and Financial Strength
Creating a National Reference in Higher Education, Combining Scale and Financial Strengh Market + Leader Company 1 Company 2 Company 3 Company 4 Company 5 Students – Total Undergrad. 2Q26 (‘000) 831 94 926 348 524 195 1,155 970 Annual Medical School Seats 2Q26 (#) 2,120 3,768 5,888 1,892 1,275 1,001
Slide 6: Accelerating YDUQS' Successful Premium Transformation
Accelerating YDUQS’ Successful Premium Transformation on Merger with Brazil’s To Medical Education Company to Create Brazil’s Premium Education Reference Platform¹ From a Proven Premium Growth… …to a Premium -Led Business Premium 2 Net Revenue as % of Total Revenue Presence in a more profitable (%)
Slide 7: NewCo: Clear Growth Avenues Amid a Significant Valuation Gap to Global Peers
NewCo: Clear Growth Avenues Amid a Significant Valuation Gap to Global Peers Entering in a New League NewCo’s Clear Growth Avenues NewCo Same Size as Global Benchmarks Leveraging NewCo Medical Student Base to Scale Lifelong Learning EBITDA Post -IFRS16 2Q26 LTM Net Revenue 2Q26 LTM Widening gap betw
Slide 8: A Highly Synergistic Combination with Multiple Levers for Value Creation
A Highly Synergistic Combination with Multiple Levers for Value Creation DEAL SYNERGIES VALIDATED BY TOP -NOTCH INTERNATIONAL CONSULTING FIRM Main Drivers Rationale Relative Financial Impact G&A (ex -IT) Optimization of overlapping administrative expenses across the combined company Consolidation of
Slide 9: Both Companies Bring Solid and Extensive Integration Experience
Both Companies Bring Solid and Extensive Integration Experience 2020 2021 2022 2024 7 acquisitions since 2020 2025 +5 Acquisition Jaboat ão 2025 2024 21 acquisitions 2023 since 2020 2020 2021 2022 9
Slide 10: Case Study Adtalem Brazil: Proven Integration and Synergy Track Record
Case Study Adtalem Brazil: Proven Integration and Synergy Track Record The success and synergy capture in Adtalem’s acquisition reinforces YDUQS's proven post -merger integration capabilities across systems, organizational design, procurement, and other key areas Evolution of Expected and Actual Syn
Slide 11: The Transaction Unlocks Significant Value Creation to All Shareholders
The Transaction Unlocks Significant Value Creation to All Shareholders Shareholder Value Creation Bridge Value Creation for Shareholders Post -Transaction and Premium to 30 -day VWAP 1 (R$ per share ) The transaction has the potential to substantially enhance shareholder value creation, with further
Slide 12: Lower Leverage Enhances Financial Flexibility and Supports Dividend Distribution
Lower Leverage Enhances Financial Flexibility and Supports Dividend Distribution for the Combined Company Deleveraging Trajectory Shareholder Returns While Preserving Leverage Levels Post -Transaction Leverage 1 Committed Dividends for NewCo's Closing Leverage¹ (x EBITDA) YDUQS’ Shareholders (x EBIT
Slide 13: The Transaction Could Unlock Superior Liquidity, Broader Investor Reach and Index Inclusion
The Transaction Could Unlock Superior Liquidity, Broader Investor Reach and Index Inclusion Potential Education Companies Liquidity Overview | 90D ADTV 1 (R$ MM) The Transaction Could Position the Combined Company as the Most Liquid Stock in the Sector 97.4 83.5 69.6 64.1 42.6 35.5 24.0 Industry Ave
Slide 14: Key Transaction Terms, Ownership Structure and Resulting Governance Structure
Key Transaction Terms, Ownership Structure and Resulting Governance Structure Key Transaction Terms Ownership Structure • Board of Directors : With Bertelsmann appointing the majority and the Chairman . One seat each for Advent, Zaher and Esteves subject to minimum 1. Pre -Transaction Ownership Stru
Slide 15: Next Steps and Expected Timeline
Next Steps and Expected Timeline up to 12 months Sep - 26 Oct - 26 Nov - 26 after signing Signing and Deal Call Notice for Extraordinary Expected Announcement Extraordinary General Meeting Closing General Meeting Approval of the Merger Agreement by the Board of Directors of both Companies Signing of
Slide 16: Combination with Afya creates Brazil's reference in premium higher education
Combination with Afya creates Brazil's reference in premium higher education, with strong and diversified value creation for YDUQS shareholders Brazil's largest higher education platform with nationwide reach: R$9.4bn 1 revenue, 176 Campi in all 26 states and nearly 6,000 medical seats, spanning the
Slide 17: IR Contact
IR Contact ri@yduqs.com.br www.yduqs.com.br 17
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