Yduqs Participacoes SaBMFBOVESPA: YDUQ3

Minutes of the General Meeting of the Debenture Holders of the 8th issue

· Issued by Yduqs Participacoes SA
YDUQS PARTICIPAÇÕES S.A.

National Corporate Taxpayer's Register of the Ministry of Finance (CNPJ/MF) 08.807.432/0001-10

Company Register Identification Number (NIRE) 33.3.0028205-0

Publicly-held Company

MINUTES OF THE GENERAL MEETING OF DEBENTURE HOLDERS OF THE EIGHTH (8TH) ISSUE OF SIMPLE, NON-CONVERTIBLE INTO SHARES, UNSECURED DEBENTURES, FOR PUBLIC DISTRIBUTION WITH RESTRICTED EFFORTS, IN A SINGLE SERIES, OF YDUQS PARTICIPAÇÕES S.A., HELD ON JUNE 2, 2025.
  1. DATE, TIME, AND PLACE: Held on June 2, 2025, at 10 a.m., exclusively digitally and electronically, through the "Microsoft Teams" platform, in accordance with article 70 of CVM Resolution No. 81, of March 29, 2022, as amended ("CVM Resolution 81"), with voting instructions received via email, which were filed at the principal place of business of YDUQS Participações S.A. ("Company"), located in the city of Rio de Janeiro, state of Rio de Janeiro, at Avenida das Américas, nº 4.200, bloco 5, sala 301, Barra da Tijuca, CEP 22,640-907.

  2. CALL NOTICE: The first (1st) call notice ("Call Notice"), made in accordance with articles 71 and 124 of Law No. 6,404, of December 15, 1976, as amended ("Corporations Law") and Section 9.2 of the "Private Deed of the Eighth (8th) Issue of Simple, Non-Convertible into Shares, Unsecured Debentures, for Public Distribution with Restricted Placement Efforts, in a Single Series, of Yduqs Participações S.A.", originally executed on September 15, 2022, between the Issuer and Oliveira Trust Distribuidora de Títulos e Valores Mobiliários S.A. ("Trustee") (as amended from time to time, "Indenture"), by publishing the Call Notice in printed versions and digital issues of the newspaper "Valor Econômico", in the issues of (i) May 9, 2025, on page B3 of the printed version, (ii) May 12, 2025, on page B9 of the printed version, and (iii) May 13, 2025, on page B7 of the printed version, by the Company, in its capacity as issuer of the outstanding debentures of the eighth (8th) issue of simple, non-convertible into shares, unsecured debentures, for public distribution with restricted efforts, in a single series ("Debentures" and "Issue", respectively).

  3. ATTENDANCE: Debenture Holders representing one hundred percent (100%) of the Debentures in circulation were present, as verified by the sending of the Voting Instructions and the Attendance List in the form of Exhibit I to these minutes. Also present were representatives of the Trustee and representatives of the Company.

  4. PRESIDING OFFICERS: The chair of the meeting was Mr. Luís Eduardo Ferreira Rodrigues ("Chairman"), and the secretary was Mr. Logan Damasceno Correa de Araújo ("Secretary").

  5. OPENING: It was decided by the Chairman and Secretary of the meeting to, among other measures, draw up these minutes. After the proper election, the meeting was called to order, and the Secretary verified the quorum and notice requirements, as well as the powers of attorney of the Debenture Holders' representatives in attendance, whereupon the Chairman declared instated the present meeting. Then, the agenda was read.
  6. AGENDA: To decide on the following matters:

    1. Change in the Maturity Date of the Debentures (as defined in the Indenture), which will change from September 23, 2027, to June 2, 2030, with the consequent update of the wording of Section 4.6.1 of the Indenture;

    2. Change of the Amortization Dates (as defined in the Indenture), so that the Debentures are amortized in a single installment on the Maturity Date (as defined in the Indenture), with the consequent update of the wording of Section 4.13.1 of the Indenture;

    3. Change of the surcharge that makes up the Remuneration of the Debentures (as defined in the Indenture) to eighty-five hundredths of a percent (0.85%), as of the present date, with the consequent update of the wording of Sections 4.11.1, 4.11.2, and 4.11.9 of the Indenture;

    4. Amendment of the conditions of the Total Optional Early Redemption (as defined in the Indenture), so that the Issuer may redeem the Debentures as of June 2, 2027, with the consequent update of Section 5.1.1 of the Indenture;

    5. Change in the conditions of the Optional Extraordinary Amortization (as defined in the Indenture), so that the Issuer may extraordinarily amortize the Debentures starting on June 2, 2027, with the consequent update of Section 5.2.1 of the Indenture;

    6. In return for the approval of all the matters indicated in items (i) to (v) above, the payment to the Debenture Holders, by the Issuer, of extraordinary remuneration equivalent to thirty-five hundredths of a percent (0.35%), to be calculated in accordance with the procedure provided for in Section 5.1.1 of the Indenture ("Extraordinary Remuneration"), provided that for the purposes of calculating the

      Extraordinary Remuneration, the following must be considered: (i) the balance of the Unit Par Value of the Debentures on the present date, plus the Remuneration, calculated, pro rata temporis, from the Date of First Full Payment or the respective Remuneration Payment Date immediately preceding (inclusive) up to the present date and (ii) the number of business days incurred between the present date and the original maturity date, which is September 23, 2027. Should all of the Issuer's proposals be approved, the Extraordinary Remuneration shall be paid within up to three (3) Business Days from the present date; and

    7. If the matters set forth in items (i) through (v) above are approved, the approval of the actions by the Trustee, in its capacity as representative of the Debenture Holders, together with the Issuer, to carry out all other acts that may be necessary to reflect the resolutions referred to herein, including, but not limited to, the execution of an amendment to the Indenture, provided that such acts are exclusively related to the resolutions hereby approved.

  7. RESOLUTIONS: After examination and discussion of the matters on the Agenda, the Debenture Holders, representing one hundred percent (100%) of the outstanding Debentures, with no dissenting votes or abstentions, resolved to approve all items on the Agenda in their entirety, as set forth below:

    1. To approve the amendment to the Maturity Date of the Debentures (as defined in the Indenture), which shall be changed from September 23, 2027, to June 2, 2030, so that Section 4.6.1 of the Indenture shall henceforth read as follows:

      "4.6.1 Except in cases of early settlement, the Debentures will mature on June 2, 2030 ("Maturity Date").

    2. To approve the change in the Amortization Dates (as defined in the Indenture), so that the Debentures are amortized in a single installment on the Maturity Date (as defined in the Indenture), so that Section 4.13.1 of the Indenture shall come into force with the following wording:

      "4.13.1 The outstanding balance of the Unit Par Value shall be amortized in a single installment, due on the Maturity Date ("Amortization Date").

    3. To approve the change in the surcharge that makes up the Remuneration of the Debentures (as defined in the Indenture) to eighty-five hundredths of a percent (0.85%), as of this date, so that Sections 4.11.1, 4.11.2, and 4.11.9 of the Indenture shall come into force with the following wording:

"4.11.1 Interest on the Unit Par Value or the outstanding balance of the Unit Par Value, as applicable, shall accrue at a remunerative rate corresponding to one hundred percent (100%) of the cumulative variation of the average daily one-day Interbank Deposit (DI) rates, "over extra-group," expressed as a percentage per annum, based on two hundred and fifty-two (252) Business Days, calculated and published daily by B3 ("DI Rate"), plus: (i) surcharge of one whole and five thousand ten thousandths of a percent (1.5000%) per year, based on two hundred and fifty-two (252) Business Days, calculated exponentially and cumulatively pro rata temporis per Business Days elapsed, for the period between the Profitability Start Date (inclusive) and June 2, 2025 (exclusive); and (ii) surcharge of eight thousand and five hundred ten thousandths of a percent (0.8500%) per year, based on two hundred and fifty-two (252) Business Days, calculated exponentially and cumulatively pro rata temporis per Business Days elapsed, for the period between June 2, 2025 (inclusive) until the Maturity Date (exclusive) ("Remuneration").

4.11.2 The Remuneration will be calculated exponentially and cumulatively pro rata temporis for Business Days elapsed, incident on the Unit Par Value, or on the balance of the Unit Par Value, from the Profitability Start Date, or the immediately preceding Remuneration Payment Date (inclusive), up to the payment date of the Remuneration in question. The Remuneration will be calculated according to the following formula:

J = VNe x (Interest Factor - 1)

where:

J = unit value of the Remuneration due at the end of the Capitalization Period (as defined below), calculated with eight (8) decimal places, without rounding;

VNe = Unit Par Value or balance of the Unit Par Value, informed/calculated with eight (8) decimal places, without rounding; and

Interest Factor = interest factor composed of the fluctuation parameter plus spread calculated with nine (9) decimal places, rounded, determined as follows:

Interest Factor = (DI Factor x Spread Factor)

where:

DI Factor = product of DI-Over Rates, using the percentage applied, from the start date of the Capitalization Period, inclusive, up to the calculation date, exclusive, calculated with eight (8) decimal places, rounded, determined as follows: where:



nDI = total number of DI-Over Rates, considered in the asset update, where "nDI" is an integer;

TDIk = DI-Over Rate, expressed per day, calculated with eight (8) decimal places, rounded, determined as follows:

where:



DIk = DI-Over Rate, published by B3, valid for one (1) Business Day (overnight), used with two (2) decimal places; and

Spread Factor = fixed interest surcharge, calculated with nine (9) decimal places, rounded, determined as follows:



where:

spread = (i) one whole and five thousand ten-thousandths of a percent (1.5000%) between the Profitability Start Date (inclusive) and June 2, 2025 (exclusive); or (ii) eight thousand and five hundred ten thousandths of a percent (0.8500%) between June 2, 2025 (inclusive) and the Maturity Date (exclusive);

n = number of business days between the date of the next Capitalization Period and the date of the previous event, where "n" is an integer;

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