Valid Soluções S A : Manual for the Shareholders´ Participation in the Extraordinary Shareholders Meeting

ESM VALID 2024

Extraordinary Shareholders' Meeting

Wednesday, April 17, 2024

10:30 AM (BRT)

Access to plataform: click here

Manual for Participation

ESM April 17, 2024 at 10:30 AM

SUMMARY

	Page
Message from Management	3
General Information on the Shareholder's Meeting	4
Call Notice	8
Information on the matters on the agenda	10
Representation by Proxy - Proxy Appointment Templates	12
Attachment 1 - Information regarding the proposed amendment to the Company's Bylaws,	14
as required by article 12 of CVM Resolution No. 81, dated March 29, 2022
Attachment 2 - Consolidated Bylaws reflecting the proposed changes	35

Manual for Participation

ESM April 17, 2024 at 10:30 AM

MESSAGE FROM MANAGEMENT

São Paulo, March 15, 2024.

Dear Shareholders,

We are pleased to invite you to participate in the Extraodinary Shareholders' Meeting of Valid Soluções S.A. ("Valid" or "Company") to be held digitally only on April 17, 2024, at 10:30 AM, in compliance with the Brazilian Securities and Exchange Commission ("CVM") Resolution nº 81, of March 29, 2022, as amended ("CVM Resolution 81").

Within that context and without prejudice to participation in the Shareholders' Meeting through the digital platform described further below in this document, we provide this Manual to provide the information clearly and succinctly that you will need to examine the matters that will be resolved as well as instructions for you participate in the Meeting and exercise your voting rights.

This initiative aims not only at satisfying the requirements in the Corporations Act (Law no. 6404 dated December 15, 1976) and in the relevant CVM regulations and B3 S.A. - Brasil, Bolsa, Balcão ("B3") rules but also at strengthening the Company's commitment to differentiated Corporate Governance practices and to an efficient and transparent communication with its shareholders.

Indeed, we believe Shareholders' Meetings are the most important Valid corporate events because they provide to you the opportunity to directly participate in the discussion of important Company issues.

That said, we note that all information referred to in this Manual and all documents pertaining to the Extraordinary Shareholders' Meeting, will be available to you on our Investor Relations website (https://ri.valid.com/), on the B3 website (http://www.b3.com.br/pt_br/) and on the CVM's website (www.cvm.gov.br).

We look forward to seeing you in the Shareholders' Meeting. Please contact our Investor Relations department should you have any queries.

Sincerely,

Sidney Levy

Chairman of the Board of Directors

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

INFORMATION ON THE SHAREHOLDERS' MEETING

1. INSTRUCTIONS TO PARTICIPATE IN THE SHAREHOLDERS' MEETING

Company shareholders may participate in the Shareholders' Meeting in two ways: (i) through the Digital Platform the company will provide for access on the day and time of the Shareholders' Meeting, as detailed below; or (ii) by remote voting pursuant to CVM Resolution 81.

1.1 Required Documents: Pursuant to article 10, paragraph 4, of the Company's Articles of Incorporation, Shareholders shall submit the following documents at least forty-eight hours (48h) before the Extraordinary Shareholders' Meeting of April 15, 2024:

1. identity document (Identity Card (RG), National Driver's License (CNH), passport, identity cards issued by professional boards or by Government entities, if they show a photo of the bearer and applicable corporate documents in proof of legal representation;
2. document issued no earlier than on March 10, 2024, by the financial institution that provides book-entry share bookkeeping services;
3. if the relevant shareholder is represented by a proxy, original or copy of the proxy appointment; and
4. if the relevant shareholder's shares are held in a fungible stock custody system, a statement issued no earlier than on March 10, 2024, showing that shareholder's share position.

The representative of any shareholder that is a legal entity shall submit an original or copy of the following documents properly registered with the relevant authority (Civil Registry of Legal Entities or Board of Trade, as the case may be): (a) articles of association or incorporation and

1. instrument of appointment of the manager (b.i) who will participate in the shareholders' meeting as proxy for the relevant shareholder; or (b.ii) who has signed the proxy appointment of the third party who will represent the relevant shareholder.

Investment fund investors will be represented in the Shareholders' Meeting by the administration or management institution in compliance with the fund's bylaws provisions on the allocation of authority to exercise voting rights in relation to the shares and assets in the fund's portfolio. In that circumstance, the representative of the fund administrator or manager shall submit, in addition to the aforementioned documents for the fund manager or administrator, the fund's latest restated bylaws (if the bylaws do not establish the fund's voting policy, also submit a complementary information form, or equivalent document).

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

1. PARTICIPATION THROUFH THE DIGITAL PLATFORM

Shareholders who wish to participate through the Ten Meetings digital platform, to be accessed on the day and time of the Shareholders' Meeting ("Digital Platform"), shall complete the registration form available at:

https://assembleia.ten.com.br/018149836also available at the Company's IR website and provide all documents necessary to participate and/or vote in the Meeting no later than two (2) days prior to the day when the Meeting will take place, i.e., until April 15, 2024. Once registration is approved by the Company, shareholders will receive, through the e-mail used for their registration, the login and individual password to access the Digital Platform.

Proxies/representatives shall complete the registration form available at: https://assembleia.ten.com.br/018149836also available at the Company's IR website. After receiving the registration confirmation email, proxies/representatives shall follow the link sent to the email address used for registration to indicate each shareholder they represent and to submit the aforementioned documents proving each shareholder's standing as such and the relevant proxy's/representative's authority. Proxies will receive individual emails on the standing of each represented shareholder and shall provide supplemental documents as necessary. Proxies that represent more than one shareholder may vote in the Meeting only for those shareholders whose standing has been confirmed by the Company.

Proxies must have been granted their representation authority less than one year earlier, pursuant to article 126 of Law nº 6.404, dated as of December 15, 1976 and shall submit:

1. Proxy appointment granting representation authority specifically for the Meeting. Proxies must be shareholders, Company managers or directors, lawyers, or financial institutions. In the latter case, the investment fund manager will represent fund investors;
2. Copy of the latest consolidated Articles of Incorporation or Association and of corporate documents granting representation authority (minutes of the relevant meeting and/or proxy appointment), if the Shareholder represented is a Legal Entity;
3. Identification document with a photo of the proxy;
4. Proof of ownership of Company shares issued by a Financial Institution, Stock Custody and/or Bookkeeping Agent, no earlier than five (5) days before the day of the Meeting, showing their shareholding position.

Foreign Shareholders shall submit the same documents required from Brazilian Shareholders, translated into Portuguese.

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

We ask any Shareholders who wish the minutes to record their abstentions or "nay" votes to notify the Meeting Presiding Committee thereof as soon as they are called to vote on the relevant item(s) on the Agenda.

Shareholders may at their discretion use the proxy appointment templates attached to this Manual or any other instruments, if they comply with the requirements in Law nº 6.404, dated as of December 15, 1976, and in the Brazilian Civil Code.

1. PARTICIPATION BY REMOTE VOTING BULLETIN

The Company informs shareholders that distance voting will be allowed pursuant to CVM Resolution 81, as amended. Company shareholders may send their Bulletins through their custody agents, through the bookkeeping agent for the Company's stock or directly to the Company, in compliance with the relevant procedures. Shareholders who choose to transmit form completion instructions to the custody or bookkeeping agent of the Company's stock shall contact them to confirm their procedures regarding voting instructions for remote voting, as well the documents and information required.

Shareholders who wish to deliver the Bulletin directly to the Company or to mail them shall attach thereto, in addition to notarized copies of identity and/or corporate documents proving legal representation, as the case may be: (i) proof issued by the stock bookkeeping institution; (ii) proxy appointment with the shareholder's notarized signature; (iii) in relation to those shareholders whose shares are held in a fungible stock custody system, a statement issued by the competent institution showing that shareholder's share position.

Shareholders who choose to submit this Bulletin electronically shall attach to the electronic message, in addition to this Bulletin duly filled out, the documents listed in the previous paragraph in digitalized form and send to [e-mail]. Paper documents shall be sent to the Company's Investor Relations Department at Alameda Rio Claro 241, Bela Vista, São Paulo - SP, CEP 01332-010, under the title "Assembleia Geral Extraordinária de Acionistas de 17 de Abril de 2024". Due to the current scenario in which our employees are in the home office regime, the electronic copy of the physical material must be sent by e-mail to [e-mail] for the attention of the Investor Relations Department.

Shareholders who choose to exercise their right to distance voting may also do so through their custody or bookkeeping agent of the Company's stock (Itaú Corretora de Valores S.A.), in compliance with the relevant agent's rules. Said shareholders must contact their custody agents to confirm their procedures regarding voting instructions for distance form voting.

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

Please contact our Investor Relations Department through the individuals below should you have any queries:

Olavo Vaz	Julia Araujo	Paulo Lima
Telefone: + 55 (21) 99329-	Telefone: + 55 (21) 99955-	Telefone: + 55 (21) 99612-
5801	5893	5183
[e-mail]	[e-mail]	[e-mail]

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

VALID SOLUÇÕES S.A.

Company's Registry (NIRE): 33.3.0027799-4

Corporate Taxpayer ID (CNPJ/ME): 33.113.309/0001-47

CALL NOTICE

EXTRAORDINARY SHAREHOLDER'S MEETING

The Shareholders of VALID SOLUÇÕES S.A. ("Company") are hereby notified to convene in an Extraordinary Shareholders' Meeting ("ESM"), to be held on first call on April 17, 2024, at 10:30 a.m., at the Company's headquarters, in an exclusively digital form, under the terms of CVM Resolution No. 81, of March 29, 2022 ("CVM Resolution 81/22"), through the digital platform Ten Meetings ("Digital Platform"), to resolve on the following matters listed in the AGENDA:

1. The proposed amendment and consequent consolidation of the Company's Bylaws, in the form of the proposal published by the Company's management ("Management Proposal").

General Information:

1. The Extraordinary Shareholders' Meeting will be held exclusively digitally, in accordance with CVM Resolution 81 and the Attendance Manual, disclosed by the Company atwww.ri.valid.com.
2. As a result of the provisions in the paragraph above, the shareholder's participation will only occur by:

1. Forwarding of remote voting bulletins("Bulletin"), pursuant to CVM Resolution 81. Shareholders who wish to do so may choose to exercise their voting rights through the remote voting system, pursuant to the terms of said instruction, by sending the corresponding remote voting bulletin through the Company's custody agents, the Company's share registrar or directly to the Company. The detailed guideline for submitting the Bulletin, can be accessed through the page www.ri.valid.com.
2. By accessing the digital platform ("Digital Platform"), made available through the linkhttps://assembleia.ten.com.br/018149836also available on the Company's Investor Relations website www.ri.valid.com.

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

1. The shareholders who wishes to participate via the Digital Platform may: (a) participate in the meeting, regardless of the sending of the Bulletin; or (b) participate and vote in the Meeting, noting that as to the Shareholder who has already sent the Bulletin and who, if voting in the Meeting via the Digital Platform, all voting instructions received through the Bulletin, will be disregarded by the board, following the provisions of article 48, paragraph 5, item I, of CVM Resolution 81/22.
2. Regarding the procedure to participate via the Meeting's Digital Platform, the Shareholder, upon accessing the page referred to in item 2.2 above, shall complete his registration and attach all documents necessary to enable his participation and/or vote at the Meeting at least two (2) days prior to the date designated for holding the Meeting, i.e., April 15, 2024. After approval of the registration by the Company, the shareholder will receive an individual login and password to access the Digital Platform by means of the email used for his registration.

1. The instructions for exercising remote voting are provided in the Manual for Participation in the ESM and in the bulletin released by the Company on the Investor Relations website (http://ri.valid.com/pt-br/) as well as on the B3 (http://www.b3.com.br/pt_br/) and CVM's (www.cvm.gov.br), websites.
2. All the information necessary for a better understanding of the matters on the Agenda above is available to shareholders on the Investor Relations website (http://ri.valid.com/pt-br/) as well as on the B3 (http://www.b3.com.br/pt_br/) and CVM's (www.cvm.gov.br), websites.

São Paulo, March 15, 2024

Sidney Levy

Chairman of the Board of Directors

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Manual for Participation

ESM April 17, 2024 at 10:30 AM

INFORMATION ON THE MATTERS TO BE RESOLVED IN THE

EXTRAORDINARY SHAREHOLDERS' MEETING

Please find below detailed information on the matters that will be resolved in the Extraordinary Shareholders' Meeting on April 17, 2024.

The minimum quorum required to call the Extraordinary Shareholders' Meeting to order on first call will be two thirds (2/3) of voting stock, as provided in Article 135, caput of the Corporations Act. If that statutory quorum is not met, the Company will announce a new date for the Annual and Special Shareholders' Meeting, on second call, when the Meeting may be called to order with the presence of any number of shareholders.

EXTRAORDINARY SHAREHOLDERS' MEETING

As provided for in the letter sent to the Company on February 29th, 2024, shareholder Organon Master FIA has proposed the exclusion of the poison pill clause from the Company´s Bylaws (notably article 45 of the Bylaws).

According to the proponent, said exclusion is justified by the fact that in light of Valid´s current shareholder base it is not clear which benefits the clause can bring to the shareholders, while it also makes it difficult for investors to become reference shareholders of the Company when it comes to long-term investment commitment. Furthermore, the proponent has highlighted that the price per share stipulated by the poison pill clause (which should be offered by the shareholder that reached the percentage set forth in the clause) "is overly burdensome for a potential third- party acquirer - even when compared to customary practices in other publicly traded companies that adopt similar provisions".

Having concluded that the proponent fills the requirement posed by item 'c' of the sole paragraph of article 123 of Law No. 6,404, of December 15, 1976, as adjusted by article 2 of CVM Resolution No. 70, of March 22, 2022, the Board of Directors resolved to submit the proposal hereby formulated to your esteemed consideration, in the following terms:

Based on the justifications provided by the proponent, it is proposed to exclude article

45 of the Company's Bylaws, and, due to the proposed exclusion thereof:

1. to exclude article 46 of the Bylaws, whose sole purpose is to regulate the procedure for preparing the appraisal report referred to in article 45;

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