YDUQS PARTICIPAÇÕES S.A.
CNPJ/MF nº 08.807.432/0001-10
NIRE 33.3.0028205-0
Sociedade por Ações de Capital Aberto
EXTRACT FROM THE MINUTES OF THE
BOARD OF DIRECTORS HELD ON NOVEMBER 5, 2024
1.Date, Time, and Location: On the fifth (5th) day of November 2024, at 1:00 p.m., held via
videoconference on the Teams platform. 2. Call, Quorum, and Attendance: Notice was waived
as all members of the Company's Board of Directors were present. 3. Chair: Mr. Juan Pablo
Zucchini (Chairman) and Ms. Paula Dias (Secretary). 4. Agenda: (i) Approval of the Company's 11th issuance of Debentures; (ii) Approval of proposed amendments to terms and conditions of the Company's 7th issuance of debentures; (iii) Approval of the Company's financial instrument financing; (iv) Authorization for the Company's Executive Board to carry out all necessary actions to implement the approved items above; (v) Approval of the Cancellation of shares held in treasury, without reducing the Company's share capital ("Share Cancellation"); (vi) Approval of the Financial Statements - 3Q24; and (vii) Ratification of all acts already carried out by the Company's Executive Board related to the resolutions above. 5. Resolutions: The Directors resolved and unanimously approved: 5.1 The execution of the Company's 11th issuance of simple, non-convertible, unsecured debentures, for public distribution in a single series, totaling R$ 300,000,000.00 (three hundred million reais); 5.2 Approval of proposed amendments to terms and conditions of the Company's 7th issuance of simple, non-convertible, unsecured debentures, for public distribution with restricted efforts, in a single series ("7th Issuance"), including changes to the maturity date and interest rate; 5.3 Approval of a loan of up to R$ 500,000,000.00 (five hundred million reais), under terms presented by the Executive Board; 5.4 Authorization to the Company's Executive Board and/or its attorneys-in-fact to: (a) negotiate additional terms and conditions for the Debentures, the Offering, proposed amendments to the 7th Issuance, and the financing as per item 5.3; and (b) take all necessary actions for implementing and formalizing the resolutions adopted at this meeting, including, without limitation, registering the Offering with the CVM, B3 S.A. - Brasil, Bolsa, Balcão ("B3") and other relevant authorities, as applicable; contracting distribution institutions for the Offering and service providers for the Issuance and Offering; and executing the "Private Instrument of Deed of the 11th (Eleventh) Issuance of Simple, Non- Convertible, Unsecured Debentures, for Public Distribution, in a Single Series, by Yduqs Participações S.A." ("Issuance Deed"), the Debenture distribution agreement ("Distribution Agreement"), and other contracts, statements, applications, forms, and instruments necessary or convenient for the Issuance, Offering, amendments to the 7th Issuance, and/or financing, including any amendments; 5.5 Approval, under article 12 and article 30, paragraph 1, item "b," of Law No. 6.404 of December 15, 1976, as amended ("Brazilian Corporate Law"), and article 16, item "o" of the Company's Bylaws, for the cancellation of 20,000,000 common shares issued by the
Company and held in treasury, particularly for compliance with article 9 of CVM Resolution No. 77, dated March 29, 2022 ("CVM Resolution No. 77/22"). Note that the Company's share capital will remain unchanged due to the share cancellation. Thus, the Company's share capital of R$ 1,139,887,263.22 (one billion, one hundred thirty-nine million, eight hundred eighty-seven thousand, two hundred sixty-three reais and twenty-two centavos) will now be divided into 289,088,851 (two hundred eighty-nine million, eighty-eight thousand, eight hundred fifty-one) common shares, all registered, book-entry, and without par value. A General Meeting will be convened at the proper moment to adjust the number of shares constituting the share capital, as specified in article 5 of the Company's Bylaws; 5.6 Following clarifications from management, and based on the favorable opinions of the Audit and Finance Committee and the Fiscal Council, the Board unanimously approved, without restrictions or reservations, the financial results for the third quarter of 2024, authorizing their disclosure through submission to the Securities and Exchange Commission (CVM) and B3 S.A. - Brasil, Bolsa, Balcão. Subsequently, PwC will issue its unqualified opinion on the individual and consolidated financial statements for 3Q24; and 5.7 Ratification of all actions already taken by the Company's Executive Board to implement the resolutions approved herein. 6. Adjournment , Drafting, and Approval of Minutes: There being no further business, the Board of Directors' meeting was adjourned, and these minutes were drawn up, read, and found in accordance, and signed by all members of the Company's Board of Directors present.
I hereby certify that the resolutions above were extracted from the minutes recorded in the Company's Board of Administration's Meeting Minutes Book.
Rio de Janeiro/RJ, November 5, 2024.
Paula Dias
Secretary