Listed Company
CNPJ 21.314.559/0001-66 NIRE 35.300.472.101
CVM code 23.282
NOTICE TO SHAREHOLDERS THE TRANSACTION DEMONSTRATES INVESTORS' CONFIDENCE IN MOVIDA'S MANAGEMENT MODEL AND ITS ABILITY TO GENERATE VALUE THROUGH THE SUSTAINABLE DEVELOPMENT OF SECTORS PRESENT IN THE REAL ECONOMY, AS WELL AS BY FOSTERING INNOVATION AND COMPETITIVENESS IN THE LOGISTICS, MOBILITY, AND INFRASTRUCTURE SEGMENTS IN BRAZILMovida Participações S.A. ("Movida" or the "Company") (B3:MOVI3) hereby informs its shareholders and the market in general, pursuant to Article 33, item XXXI, of CVM Resolution No. 80/2022 ("RCVM 80"), that, at a meeting of the Board of Directors, it was approved the capital increase of the Company, within the limit of the authorized capital and regardless of any amendment to the bylaws, of up to R$750,000,011.00 (seven hundred fifty million and eleven reais) ("Maximum Subscription"), through the issuance, for private subscription, of 63,993,175 (sixty-three million, nine hundred ninety-three thousand, one hundred seventy-five) registered, book-entry, common shares with no par value ("New Shares"), at the issue price of R$11.72 (eleven reais and seventy-two cents) ("Issue Price"), with partial ratification of the capital increase being allowed in the event at least 42,662,117 (forty-two million, six hundred sixty-two thousand, one hundred seventeen) New Shares are subscribed, in the minimum total amount of R$500,000,011.24 (five hundred million and eleven reais and twenty-four cents) ("Minimum Subscription" and "Movida Capital Increase," respectively).
BNDES Participações S.A. - BNDESPAR ("BNDESPAR") and SIMPAR S.A. ("SIMPAR") undertook to subscribe, respectively, at least R$249,999,999.76 (two hundred forty-nine million, nine hundred ninety-nine thousand, nine hundred ninety-nine reais and seventy-six cents) and R$74,999,995.24 (seventy-four million, nine hundred ninety-nine thousand, nine hundred ninety-five reais and twenty-four cents) in the Movida Capital Increase.
The transaction attests to the quality of the Management Model, Governance, and sustainable development, which result in SIMPAR, MOVIDA, VAMOS, and JSL's long-term value creation, evidencing the confidence in our Culture and Values shared with more than 56,000 employees with a proven track record of execution.
Since the corporate reorganization that resulted in SIMPAR's listing in 2020, the group has consolidated solid foundations which, as of 2025 and in line with the strategic plan, have enabled the enhancement of value capture from the asset base built in recent years, with gains in operational efficiency, reduced investment needs, and a focus on consistent value creation through sustainable development.
Through the allocation of capital in companies and projects that promote efficiency and strengthen the logistics, mobility, and infrastructure chains, the initiative generates a multiplier effect, drives innovation and productivity in essential areas of the economy, contributing to the group's capital structure, reducing the cost of capital, and potentially increasing the value of SIMPAR, VAMOS, and MOVIDA shares.
In parallel, as disclosed in the Notices to Shareholders also released on this date, the Board of Directors of VAMOS Locação de Caminhões, Máquinas e Equipamentos S.A. ("VAMOS") approved the private capital increase of VAMOS in the maximum amount of R$600,000,000.60 (six hundred million reais and sixty cents), which may be ratified if the subscription of new shares corresponding to at least R$400,000,000.40 (four hundred million reais and forty cents) is verified, in which BNDESPAR and SIMPAR undertook to subscribe at least R$199,999,996.35 (one hundred ninety-nine million, nine hundred ninety-nine thousand, nine hundred ninety-six reais and thirty-five cents) and R$59,999,997.75 (fifty-nine million, nine hundred ninety-nine thousand, nine hundred ninety-seven reais and seventy-five cents), respectively. In turn, the Board of Directors of SIMPAR also approved the private capital increase of SIMPAR in the maximum amount of R$2,000,000,010.56 (two billion reais and ten reais and fifty-six cents), which may be ratified if the subscription of new shares corresponding to at least R$1,400,000,009.64 (one billion, four hundred million reais and nine reais and sixty-four cents) is verified, in which BNDESPAR, the controlling shareholder JSP Holding S.A. ("JSP"), and other institutional investors ("Institutional Investors") undertook to subscribe, respectively, at least R$600,000,000.92 (six hundred million reais and ninety-two cents) (BNDESPAR), R$188,000,003.96 (one hundred eighty-eight million reais and three reais and ninety-six cents) (JSP), and R$500,000,002.64 (five hundred million reais and two reais and sixty-four cents) (Institutional Investors jointly).
The detailed terms and conditions for the Movida Capital Increase can be verified in the Annex to this Notice to Shareholders, which reflects the provisions of Annex E of RCVM 80.
The Company will keep its shareholders and the market in general informed about the Movida Capital Increase, in accordance with the applicable regulations. Further information may be obtained from the Company's Investor Relations Department, through the telephone numbers
+55 (11) 3154-4000 and +55 (11) 3154-1199, or by e-mail at ri@movida.com.br.
São Paulo, March 05, 2026
Daniela Sabbag PapaExecutive Vice President of Corporate Finance and Investor Relations Officer of Movida
ANNEX TO THE NOTICE TO SHAREHOLDERS OF MOVIDA PARTICIPAÇÕES S.A. DATED MARCH 5, 2026 Communication on Capital Increase resolved by the Board of Directors (Annex E of RCVM 80)-
The issuer must disclose to the market the amount of the capital increase and of the new share capital, and whether the increase will be carried out through: (i) conversion of debentures or other debt securities into shares; (ii) exercise of subscription rights or subscription warrants; (iii) capitalization of profits or reserves; or (iv) subscription of new shares.
- Value of the Movida Capital Increase: The minimum amount, corresponding to the Minimum Subscription, will be R$500,000,011.24 (five hundred million and eleven reais and twenty-four cents), and the maximum amount, corresponding to the Maximum Subscription, will be R$750,000,011.00 (seven hundred fifty million and eleven reais).
Subscription of New Shares: The Movida Capital Increase will be carried out through the issuance of up to 63,993,175 (sixty-three million, nine hundred ninety-three thousand, one hundred seventy-five) new shares ("Maximum Number of New Shares"), corresponding to the Maximum Subscription. Partial subscription and the consequent partial ratification of the Movida Capital Increase by the Board of Directors will be allowed if the subscription of 42,662,117 (forty-two million, six hundred sixty-two thousand, one hundred seventeen) new shares ("Minimum Number of New Shares"), corresponding to the Minimum Subscription, is verified.
Effects on Share Capital: Of the unit issue price for each new share issued in the Movida Capital Increase, R$1.00 will be allocated to the Company's share capital account and the remaining amount to the capital reserve account. Thus, after the Movida Capital Increase, the Company's share capital, currently amounting to R$2,630,122,188.48 (two billion, six hundred thirty million, one hundred twenty-two thousand, one hundred eighty-eight reais and forty-eight cents), represented by 338,165,766 (three hundred thirty-eight million, one hundred sixty-five thousand, seven hundred sixty-six) common shares, all registered, book-entry, and with no par value ("Shares"), will become: (i) at least R$2,672,784,305.48 (two billion, six hundred seventy-two million, seven hundred eighty-four thousand, three hundred five reais and forty-eight cents), represented by 380,827,883 (three hundred eighty million, eight hundred twenty-seven thousand, eight hundred eighty-three) Shares; and (ii) at most R$2,694,115,363.48 (two billion, six hundred ninety-four million, one hundred fifteen thousand, three hundred sixty-three reais and forty-eight cents), represented by 402,158,941 (four hundred two million, one hundred fifty-eight thousand, nine hundred forty-one) Shares.
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Explain in detail the reasons for the increase and its legal and economic consequences:
The Movida Capital Increase is directly related to the execution of the Investment Agreements (as defined below).
In this regard, on one side, JSP, the controlling shareholder of the companies SIMPAR, VAMOS, and MOVIDA, and on the other side, BNDESPAR, with the intervention and consent of JSL, entered into an "Investment Agreement and Other Covenants" ("BNDESPAR Investment Agreement")¹. Additionally, the Institutional Investors also separately entered into, with JSP and SIMPAR, other "Investment Agreements and Other Covenants" ("Institutional Investors Investment Agreement" and, together with the "BNDESPAR Investment Agreement," the "Investment Agreements").
As detailed in the Company's Material Fact, the Boards of Directors of SIMPAR, Vamos Locação de Caminhões, Máquinas e Equipamentos S.A. ("Vamos"), Movida, and JSL S.A. ("JSL") unanimously approved the execution of investment agreements, under which the terms and conditions of the investment commitments were established: (i) by BNDESPAR in SIMPAR, VAMOS, and MOVIDA; (ii) by the Institutional Investors in SIMPAR; (iii) by JSP, the controlling shareholder of the Companies, in SIMPAR; and (iv) by SIMPAR in VAMOS and MOVIDA ("Transaction").
In the context of the Transaction, in addition to the Movida Capital Increase, the Boards of Directors of SIMPAR and VAMOS also approved the implementation of private capital increases, within the authorized capital limit of each of the aforementioned companies, under the terms and conditions summarized below and detailed in the Shareholders' Notices disclosed by such companies on this date (together with the Movida Capital Increase, the "Capital Increases"). The investment commitments formalized in the Investment Agreements were as follows:
SIMPAR
Vamos
Movida
BNDESPAR1
Entre R$ 600,000,000.92 e R$
679,720,678.80
R$ 199,999,996.35
e R$ 300,000,000.30
Entre R$249,999,999.76 e R$374,999,999.64
JSP
Entre R$ 188,000,003.96 e R$
300,000,006.08
-
-
Investidores Institucionais
R$ 500,000,002.64
-
-
SIMPAR
-
Entre R$ 59,999,997.75 e R$
89,999,998.55
Entre R$74,999,995.24 e R$112,499,998.72
1 The total amount of BNDESPAR's investment commitments is subject to the following limitations: (i) it may not represent more than 50% of the total amount subscribed in each Capital Increase; and (ii) BNDESPAR's equity interest in the Companies, immediately following the ratification of the Capital Increases, may not exceed 10% of their respective share capital.
Total
R$ 1.288.000.007,52
e R$ 1.479.720.687,52
R$ 259,999,994.10
e R$ 389,999,998.85
Entre R$324,999,995.00 e R$487,499,998.36
The investment commitments of BNDESPAR, JSP, and the Institutional Investors ensure that the minimum subscription required for the ratification of the SIMPAR Capital Increase will be reached, subject to the verification of the corresponding precedent conditions.
The shareholding participation of BNDESPAR in the Companies will be limited to 10% of their respective share capitals, and the investment in each Capital Increase may not exceed 50% (fifty percent) of the total amount subscribed. It should also be noted that the Capital Increases were structured in such a way as to allow other investors, who are not BNDESPAR or the direct or indirect controlling shareholders of the Companies, to subscribe to at least 35% of the new shares to be issued.
The Movida Capital Increase will be carried out through a private subscription, respecting the preemptive rights of the Company's current shareholders. Therefore, shareholders who choose not to exercise their respective preemptive rights will have their equity interest in the Company diluted.
Except as set forth above, the Company's management does not foresee any other legal or economic consequences beyond those normally expected in a capital increase through private subscription.
The Transaction attests to the quality of governance, the management model, and the sustainable development strategy, reinforcing the long-term value creation of SIMPAR, MOVIDA, VAMOS, and JSL, being aligned with the strategic planning and the execution of long-term initiatives. Through the allocation of capital in companies and projects that promote efficiency and strengthen the logistics, mobility, and infrastructure chains, it generates a multiplier effect, drives innovation and productivity in essential areas of the economy, and contributes to the country's competitiveness. Additionally, the funds strengthen the group's capital structure, reduce the cost of capital, and promote the potential appreciation and increased liquidity of the shares of SIMPAR, MOVIDA, and VAMOS.
Finally, in view of the economic benefit expected by the Companies in consideration of the investment commitments undertaken, SIMPAR, VAMOS, and MOVIDA will individually pay BNDESPAR and the Institutional Investors a net amount of 0.5% of the investment actually made by each of the investors in the Capital Increase of each Company, as remuneration for the investment commitment.
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Provide a copy of the opinion of the Fiscal Council
The Company does not currently have a Fiscal Council in place.
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In the case of a capital increase through the subscription of shares, the issuer must:
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Describe the use of proceeds:
The proceeds from the Movida Capital Increase will be used to strengthen its capital structure in support of its business plan.
-
Inform the number of shares issued of each type and class:
A maximum of 63,993,175 (sixty-three million, nine hundred ninety-three thousand, one hundred seventy-five) New Shares will be issued, corresponding to the Maximum Quantity of New Shares. However, partial ratification of the Movida Capital Increase is permitted provided that at least 42,662,117 (forty-two million, six hundred sixty-two thousand, one hundred seventeen) New Shares are subscribed, corresponding to the Minimum Quantity of New Shares.
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Describe the rights, advantages and restrictions attributed to the shares to be issued:
The New Shares to be issued will be entitled, on equal terms with the shares currently outstanding, to all benefits, including dividends, interest on equity and any other capital distributions that may be declared by the Company as from the ratification of the Movida Capital Increase.
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Inform whether related parties, as defined by the applicable accounting standards, will subscribe for shares in the capital increase, specifying the respective amounts, when such amounts are already known:
As mentioned above, through the BNDESPAR Investment Agreement, SIMPAR undertook to subscribe for and pay in, during the preemptive rights period, at least 6,399,317 (six million, three hundred ninety-nine thousand, three hundred seventeen) New Shares, in the total amount of R$ 74,999,995.24 (seventy-four million, nine hundred ninety-nine thousand, nine hundred ninety-five reais and twenty-four cents). During the excess shares period, SIMPAR may, at its sole discretion, increase the amount of the investment up to the limit of 15% of the New Shares subscribed in the Movida Capital Increase, considering the number of New Shares subscribed up to the penultimate day of the excess shares period.
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Inform the issue price of the new shares:
The Issue Price of the New Shares will be R$ 11.72 (eleven reais and seventy-two cents) per New Share.
-
Inform the par value of the shares issued or, in the case of shares with no par value, the portion of the issue price that will be allocated to the capital reserve:
Of the Issue Price per New Share issued in the Movida Capital Increase, R$1.00 will be allocated to the Company's share capital account and the remaining amount to the capital reserve account.
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Provide the management's opinion on the effects of the capital increase, particularly
with respect to the dilution resulting from the capital increase:
Management believes that VAMOS's Capital Increase, under the proposed terms and conditions,
generates benefits that offset the short-term dilution, such as:
support for the companies' strategic planning,
strengthening of the Group's capital structure,
reduction in the cost of capital, and
increase in the daily liquidity of SIMPAR, VAMOS and MOVIDA shares, resulting in greater efficiency in the pricing of these assets.
Among other benefits, BNDESPAR's proximity to the sectors in which we operate will stimulate strategic reflections on these segments at the national level and promote even more benefits for the entire ecosystem, operators and industries throughout the country.
As the Company's shareholders will be granted preemptive rights pursuant to art. 171 of the Brazilian Corporation Law (Law 6,404/76), there will be no dilution of the ownership interest of shareholders who subscribe for the New Shares in proportion to their respective holdings in the Company's share capital. Only those shareholders who choose not to exercise their preemptive rights, or who exercise them partially, will experience dilution.
Furthermore, management believes that the Issue Price was set in a manner that does not result in unjustified dilution for the Company's current shareholders, pursuant to art. 170, § 1º, III, of the Brazilian Corporation Law, as set forth below.
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Inform the criteria used to determine the issue price and provide a detailed justification of the economic aspects that led to its selection, pursuant to art. 170 of the Brazilian Corporation Law:
The Issue Price of the New Shares was set pursuant to Article 170, § 1, III of the Brazilian Corporations Law, taking into account the market value of the shares and based on a criterion
negotiated among SIMPAR, Movida's management, and BNDESPAR. For reference purposes, the issue price represents a discount of 12.08% in relation to the closing price of the last trading session held on March 5, 2026.
For the purposes of setting the Issue Price, the Company's management carried out a detailed analysis regarding the adoption of the three criteria established in Article 170, §1 of the Brazilian Corporations Law, taking into account the corresponding applicability and the relevance of each criterion to the specific case of the Movida Capital Increase. From an economic standpoint, the quotation represents the value that investors are willing to pay for the Company's shares.
Therefore, management believes that the criterion adopted has been demonstrated to be the most appropriate under the current circumstances to avoid unjustified dilution.
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If the issue price was set at a premium or discount in relation to market value, identify the reason for the premium or discount and explain how it was determined:
The 12.08% discount negotiated among SIMPAR, MOVIDA's management, and BNDESPAR and applied to the Issue Price was defined at levels consistent with market practices, in order to make the Issue Price an effective and attractive alternative for shareholders (and assignees of preemptive rights) who choose to participate in the Movida Capital Increase, when compared to the option of acquiring shares issued by the Company on the stock exchange. In this way, the determination of the Issue Price was carried out without causing unjustified dilution for the Company's current shareholders.
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Provide copies of all appraisal reports and studies that supported the determination of the issue price:
No appraisal report was prepared to support the determination of the Issue Price.
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Inform the issue prices of shares in capital increases carried out in the last 3 (three) years
N Not applicable, as no capital increases of the Company have occurred in the past 3 (three) years.
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Present the potential dilution percentage resulting from the issuance
The ratification of the Movida Capital Increase (i) with the subscription of New Shares corresponding to the Maximum Subscription will result in a dilution of 15.9124088702%, and (ii) with the subscription of New Shares corresponding to the Minimum Subscription will result in a dilution of 11.2024667585%. The dilution percentage was calculated considering the total number of Shares existing as of the present date and taking into account that there are currently no treasury shares.
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Inform the deadlines, conditions and manner of subscription and payment for the shares issued
Preemptive Rights Exercise Period: Holders of the Company's Shares registered at the close of trading on B3 on March 10, 2026, considering trades executed on such date (the "Record Date"), will, pursuant to art. 171 of the Brazilian Corporation Law (Law 6.404/76), have the period from March 11, 2026 (inclusive) through April 09, 2026 (inclusive) to exercise their respective preemptive rights to subscribe for the New Shares (the "Preemptive Rights Exercise Period"), in proportion to their shareholding in the Company's capital as of the close of trading on B3 on the Record Date. The Company's shares will trade ex-rights beginning on March 11, 2026 (inclusive).
Completion of the Transaction and of the investment commitments of BNDESPAR and SIMPAR will be subject to the satisfaction (or waiver) of conditions precedent customary for transactions of this nature, including the issuance of a final, non-appealable decision approving BNDESPAR's investment without restrictions by the Administrative Council for Economic Defense (CADE) and the Central Bank of Brazil (BACEN). The Preemptive Rights Exercise Period may be postponed by the Company if such conditions precedent have not been satisfied (or waived by the parties) prior to its expiration.
Conditions and Form of Payment: The New Shares subscribed during the Preemptive Rights Exercise Period must be paid in (i) cash, in Brazilian currency, at the time of subscription of the New Shares, or (ii) after the subscription of the New Shares, provided that it occurs during the Preemptive Rights Exercise Period, in compliance with the rules and procedures established by the Bookkeeper and the Central Depository. The payment procedure applicable to the New Shares subscribed under the allocation of remaining shares will be duly disclosed by the Company in due course.
Subscription Procedure: Holders of preemptive rights whose Shares are held through the Central Depository and who wish to exercise their preemptive rights must do so through their respective custody agents and in accordance with the rules established by the Central Depository.
Holders of preemptive rights whose Shares are held with the Book-Entry Agent and who wish to exercise their preemptive rights to subscribe for the New Shares must, within the preemptive rights exercise period, contact one of the specialized branches of the Book-Entry Agent indicated in the Material Fact and in the Notice to Shareholders.
Preemptive rights must be exercised by signing the subscription form, in the form to be made available by the Book-Entry Agent, and by submitting the documentation listed below, which must be presented by the shareholder (or assignee of preemptive rights) in order to exercise such right directly with the Book-Entry Agent.
Execution of the subscription form will constitute an irrevocable and irretractable expression of intent to pay in, at the time of subscription, the Shares subscribed, subject to the terms and conditions set forth in the subscription form
Assignment of Preemptive Rights: Subject to the applicable formalities, the preemptive rights relating to the subscription of the Shares may be assigned by the Company's shareholders, pursuant to art. 171, § 6º, of the Brazilian Corporation Law. Shareholders who wish to transfer their preemptive rights may do so within the Preemptive Rights Exercise Period and must act with sufficient advance notice to allow the assigned preemptive rights to be exercised by the respective assignee within such period, as set forth below.
Shareholders holding Shares registered in the books of the Book-Entry Agent may assign their respective preemptive rights by completing the appropriate assignment of rights form, available at any of the specialized branches of the Book-Entry Agent indicated in the Material Fact and in the Notice to Shareholders.
Shareholders whose Shares are held through the Central Depository and who wish to assign their preemptive rights must contact and instruct their custody agents, in accordance with the rules established by the Central Depository.
Documentation for the Exercise or Assignment of Preemptive Rights: Holders of preemptive rights whose Shares are held through the Central Depository and who wish to exercise or assign such rights must consult their custody agents regarding the required documentation.
Holders of subscription rights whose Shares are held with the Book-Entry Agent and who wish to exercise or assign such rights directly through the Book-Entry Agent must present the following documents:
Individual: (a) identification document (RG or RNE); (b) proof of enrollment with the CPF; and (c) proof of residence;
Legal Entity: (a) original and copy of the bylaws and minutes of the election of the current officers, or a certified copy of the consolidated articles of incorporation or bylaws; (b) proof of enrollment with the CNPJ; (c) certified copy of the corporate documents evidencing the authority of the signatory to the subscription form; (d) certified copy of the identification document; (e) proof of enrollment with the CPF; and
(f) proof of residence of the signatory(ies);
Investment Fund: (a) original and copy of the fund regulations; (b) corporate documents of the administrator/manager; and (c) corporate documentation granting representation powers, if applicable; (d) identification document (RG or RNE); (e) proof of enrollment with the CPF; and (f) proof of residence of the signatory(ies); and
Representation by Power of Attorney: In this case, the power of attorney granting specific powers must be presented, together with the documents mentioned above, as applicable, of both the grantor and the attorney-in-fact.
Non-resident investors may be required to submit additional documentation.
The preemptive rights will be admitted to trading on B3 from March 11, 2026 (inclusive) through April 06, 2026 (inclusive). Shareholders whose Shares are deposited with the Central Depository and who wish to trade their preemptive rights on the stock exchange may submit sell orders to their respective custody agents
Credit of the New Shares: The New Shares subscribed will be credited in the name of the subscribers within up to 3 business days after the ratification of the Movida Capital Increase by the Board of Directors. The trading of the New Shares on B3 will commence after the ratification of the Movida Capital Increase by the Board of Directors.
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Inform whether shareholders will have preemptive rights to subscribe for the new shares issued and detail the terms and conditions to which such rights are subject
Subject to the procedures established by the Book-Entry Agent and the Central Depository, all of the Company's shareholders will be granted preemptive rights to subscribe for the New Shares.
Shareholders will have preemptive rights to subscribe for New Shares at the ratio of 0.1892361126 New Share for each 1 Share issued by the Company that they hold at the close of trading on B3 on the Record Date. In percentage terms, shareholders may subscribe for a number of New Shares representing 18.92361126% of the number of Shares they hold at the close of trading on B3 on the Record Date.
Fractions of New Shares resulting from the calculation of the percentage for the exercise of preemptive rights will be disregarded. Such fractions will subsequently be aggregated into whole Shares and will be subject to the oversubscription apportionment and may be subscribed for by those who expressed their interest in the oversubscription during the Preemptive Rights Exercise Period.
Shares issued by the Company acquired as from March 11, 2026 (inclusive) will not entitle the respective acquiring shareholder to preemptive rights and will trade ex-rights.
Subscription Receipts at the Central Depository: Subscription receipts relating to New Shares subscribed for through the exercise of preemptive rights on B3 will be made available to subscribers on the business day following the date of payment of the respective New Shares. Subscription receipts relating to New Shares subscribed for through the exercise of oversubscription requests on B3 will be made available to subscribers on the date set forth in the notice informing the opening of the period and procedures for the subscription of remaining New Shares through the Central Depository.
Subscription Receipts at the Book-Entry Agent: Subscription receipts relating to New Shares subscribed for through the exercise of preemptive rights with the Book-Entry Agent will be made
available to subscribers immediately upon execution of the subscription form, in the case of New Shares paid in local currency. Subscription receipts relating to New Shares subscribed for through the exercise of oversubscription requests with the Book-Entry Agent will be made available to subscribers on the date to be established in a notice to be disclosed in due course.
Negotiation of Subscription Receipts: The subscription receipts will be tradable on B3 from April 10, 2026, until the date of ratification of the Movida Capital Increase. It will not be possible to trade subscription receipts of those who exercise the subscription in a manner subject to subsequent variations, that is, any option other than the full receipt of the subscribed shares.
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Inform the management proposal for the allocation of any unsubscribed shares
Allocation of Unsubscribed Shares: At the time of subscription, the subscriber may request the reservation of any New Shares not subscribed for during the subscription period. In the event of an apportionment of unsubscribed New Shares, the percentage applicable to the exercise of the right to subscribe for such shares shall be calculated by dividing the number of unsubscribed New Shares by the total number of New Shares subscribed for by subscribers who expressed interest in unsubscribed shares during the Preemptive Rights Exercise Period, and multiplying the resulting quotient by 100.
Apportionment of Unsubscribed Shares: Upon the closing of the subscription period for unsubscribed shares, and if any New Shares remain unsubscribed - even if the Minimum Subscription Amount has already been reached - shareholders (or assignees of preemptive rights) who expressed interest in the reservation of unsubscribed shares in the respective subscription form shall be entitled to participate in the apportionment of unsubscribed New Shares (the "Oversubscription Apportionment").
The specific procedures and deadlines applicable to the Oversubscription Apportionment will be detailed in a notice to be disclosed in due course by the Company. Any unsubscribed New Shares (including the Additional Oversubscription Shares) must be paid in full, in local currency, at the time of subscription.
Additional Oversubscription Requests: At the time of subscribing for the unsubscribed New Shares to which the subscriber is entitled in the Oversubscription Apportionment, the subscriber may also express interest in subscribing for an additional number of unsubscribed Shares, subject to availability ("Additional Oversubscription Shares").
If the total number of New Shares subject to requests for Additional Oversubscription Shares exceeds the number of unsubscribed New Shares available, a proportional apportionment will be carried out among subscribers who requested the reservation of Additional Oversubscription Shares. If the total number of Shares subject to requests for Additional Oversubscription Shares is equal to or less than the number of available unsubscribed Shares, such requests for Additional Oversubscription Shares will be fully satisfied.
The specific procedures and deadlines for the allocation of the Additional Oversubscription Shares will be detailed in a notice to be disclosed in due course by the Company.
In view of the possibility of ratification of the Movida Capital Increase partially subscribed upon reaching the Minimum Subscription, at the discretion of the Company's Board of Directors, the auction of remaining shares may or may not be carried out after the Allocation of Remaining Shares and the allocation of Additional Remaining Shares (as provided for in Article 171, § 7, "b" of the Brazilian Corporations Law).
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Describe in detail the procedures to be adopted in the event of a partial ratification of the capital increase
Partial subscription and the consequent partial ratification of the Movida Capital Increase by the Board of Directors will be permitted if the Minimum Subscription is reached.
In view of the possibility of partial ratification of the Capital Increase, subscribers may, at the time of exercising their preemptive rights, condition their investment decision:
on the subscription of the Maximum Subscription Number of New Shares; or
that a certain minimum number of New Shares subject to the Movida Capital Increase be subscribed, provided that such number is not lower than the Minimum Quantity of New Shares, and must indicate, in this latter case, whether they wish to (a) receive the totality of the New Shares subscribed; or (b) receive a number of New Shares proportional to the minimum quantity of New Shares indicated by the subscriber.
If the subscriber elects the option set forth in item (2) above, the subscriber must, at the time of subscription, provide the following information so that the Company may refund any excess amount (which will correspond to the total amount paid by the subscriber, reduced proportionally to the number of New Shares to be allocated to the subscriber pursuant to the selected option): (i) bank name; (ii) branch number; (iii) checking account number held in the subscriber's name; (iv) full name or corporate name; (v) CPF or CNPJ; (vi) full address; and (vii) contact telephone number.
In the event of partial subscription of the Movida Capital Increase, a subscriber who conditions their subscription on the achievement of a subscription level higher than that actually verified and ratified will receive a refund of the amounts paid in, without interest or monetary adjustment, without reimbursement, and with deduction, if applicable, of the amounts related to taxes levied. Such refund will be made after the closing of the subscription period for remaining shares and Additional Remaining Shares, in accordance with specific procedures and deadlines that will be detailed in a new notice to be duly disclosed by the Company.
It will not be possible to trade subscription receipts by those subscribers who have exercised conditional subscription of the Shares (that is, any option other than the full receipt of the
subscribed shares, as described in the items above, until the Movida Capital Increase is ratified). Accordingly, the Company will not be liable for any losses arising from the trading of subscription receipts under such conditions, given that they are subject to future and contingent circumstances.
Since it will be possible to condition the subscription of the Movida Capital Increase, as mentioned above, no additional period will be granted for the withdrawal of the investment decision after the end of the round of remaining shares, even if the Movida Capital Increase has been partially subscribed.
- If the issue price of the shares is paid, in whole or in part, in assets: (i) provide a full description of the assets; (ii) clarify the relationship between the assets contributed to the Company's equity and its corporate purpose; and (iii) provide a copy of the appraisal report of such assets, if available
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Describe the use of proceeds:
Not applicable, as the Issue Price of the New Shares will not be paid, in whole or in part, in assets.
5. Additional InformationAssistance to holders of Shares held through the Central Depository shall be provided by their respective custody agents. Shareholders holding book-entry Shares with the Book-Entry Agent must, within the Preemptive Rights Exercise Period, contact any of the Book-Entry Agent's specialized branches in Brazil, during regular banking hours, to subscribe for the New Shares by executing the subscription form and paying the corresponding price. The Book-Entry Agent will be available to shareholders to clarify questions or provide additional information through its specialized branch network, by email at dac.escrituracao@bradesco.com.br or by telephone at
+55 800 701 1616.