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

Manual for Shareholder participation

GSM VALID 2024

Annual General Shareholders' Meeting

Wednesday, April 17, 2024 10:00 AM (BRT)

Access to plataform: click here0

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

SUMMARY

		Page
Message from Management	3
General Information on the Shareholder's Meeting	4
Call Notice		7
Information on the matters on the agenda	9
Representation by Proxy - Proxy Appointment Templates	11
Attachment 1 - Management's Comments	13
Attachment 2	- Allocation of the Fiscal Year's Income	52
Attachment 3	- Manager and Board Member Compensation	57
Attachment 4	- Information on Candidates for Board positions	98

...

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

MESSAGE FROM THE BOARD

São Paulo, March 15, 2024.

Dear Shareholders,

We are pleased to invite you to participate in the 2024 Annual General Shareholders Meeting of Valid Soluções S.A. ("Valid" or "Company"), to be held on April 17, 2024 at 10:00 a.m., exclusively digitally, pursuant to CVM Resolution 81 of March 29, 2022 ("CVM Resolution 81/22").

The purpose of this Manual is to provide you with the clear and succint information you need to evaluate the matters that will be the subject of deliberation, as well as the guidelines for participating in, and exercising your right to vote at, the GSM.

In addition to simply complying with the requirements of Law No. 6,404 of December 15, 1976 ("Brazilian Corporations Act"), CVM regulations and the rules of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), this initiative aims to strengthen the company's commitment to adopting differentiated Corporate Governance practices and efficient and transparent communication with its shareholders.

In fact, we believe that the General Meetings are the most important events in Valid's annual calendar, as they are the moments in which you have the opportunity to participate directly in the discussion of issues that are important for the company.

That said, we would like to clarify that all the information referred to in this Manual, as well as all the documentation related to the 2024 Annual General Shareholders Meeting, will be available on our Investor Relations website (https://ri.valid.com/), on the B3 website (http://www.b3.com.br/pt_br/) and on the website of the Brazilian Securities and Exchange Commission (CVM) (www.cvm.gov.br).

We look forward to hearing from you. Our Investor Relations department is available to answer any questions you may have.

Sincerely,

Sidney Levy

Chairman of the Board of Directors

3

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

INFORMATION ABOUT THE GENERAL MEETING

1. GUIDELINES FOR ATTENDING THE GENERAL MEETING

The Company's shareholders may participate in the General Shareholders' Meeting in two ways: (i) through the Digital Platform to be provided by the company for access on the day and at the time of the General Shareholders' Meeting as detailed below; or (ii) through remote voting, pursuant to CVM Resolution 81 of March 29, 2022 ("CVM Resolution 81/22").

1.1 Documentation Required: Pursuant to Article 10, paragraph 4, of the Company's Bylaws, Shareholders must submit the following documents at least forty-eight (48) hours prior to the 2024 Annual General Meeting, on April 15, 2024, at 10 a.m:

1. an identity document (ID Card, National Driver's License - CNH, passport, identity cards issued by professional councils and work ID cards issued to civil servants of the Public Administration, provided that they contain a photograph of the bearer and relevant corporate acts proving legal representation, where applicable;
2. proof issued by the financial institution providing bookkeeping services for the Company's shares, dated no earlier than March 10, 2024;
3. in the event of shareholder representation, original or copy of the power of attorney;
4. for shareholders participating in the fungible custody of registered shares, the statement containing the respective shareholding, issued by the competent body on a date no earlier than March 10, 2024.

Representatives of legal-entity shareholders must present the original or a copy of the following documents, duly registered with the competent body (Civil Registry of Legal Entities or Board of Trade, as the case may be): (a) articles of association or bylaws, and (b) the corporate act electing the director who (b.i) attends the general meeting as a representative of the legal entity; or (b.ii) grants power of attorney for a third party to represent the shareholder of the legal entity.

For investment funds, the representation of quota holders at the General Meeting will be the responsibility of the administering or managing institution, subject to the provisions of the fund's regulations regarding who is empowered to exercise the right to vote the shares and assets in the fund's portfolio. In this case, the representative of the fund's administrator or manager, in addition to the above-mentioned corporate documents relating to the manager or administrator, must submit the fund's latest consolidated regulations (if the regulations do not include the fund's voting policy, also submit the supplementary information form or equivalent document).

4

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

1. PARTICIPATION THROUGH A DIGITAL PLATFORM

In order to participate via the Ten Meetings digital platform to be accessed on the day and at the time of the General Meeting ("Digital Platform"), interested shareholders must fill in all the registration details at https://assembleia.ten.com.br/432331430, also available on the Company's IR website, and attach all the documents required to qualify for participation and/or voting at the Meeting, at least two (2) days before the date set for the Meeting, i.e. by April 15, 2024. After approval of the registration by the Company, shareholders will receive their individual logins and passwords to access the platform via the e-mail address used for registration.

In the case of proxies/representatives, they must register with their information at https://assembleia.ten.com.br/432331430, which is also available on the company's IR website. After receiving an e-mail confirming their registration, they must, via the link sent to the e-mail address provided, indicate each shareholder they will represent and attach the respective documents proving their status as shareholder and representative, as mentioned above. The proxy will receive an individual e-mail on the qualification status of each registered shareholder and will, if necessary, arrange for documents to be supplemented. Proxies who may represent more than one shareholder will only be able to vote at the Meeting for the shareholders whose qualification has been confirmed by the Company.

With regard to participation by proxy, the grant of powers of attorney must have been made less than one year previously, in accordance with Article 126 of Law 6.404 of December 15, 1976 ("Brazilian Corporations Act"), and must include:

1. A power of attorney with special powers of representation at the Meeting. The proxy must be a shareholder, a director of the Company, a lawyer or a financial institution, in which case the investment fund manager must represent the quotaholders.
2. Copy of the most recent Articles of Association or consolidated Bylaws and corporate documentation granting powers of representation (minutes of election and/or power of attorney), if the granting Shareholder is a Legal Entity;
3. Photo ID of the proxy;
4. Proof of ownership of shares issued by the Company, issued by a Financial Institution, Custody Agent and/or Bookkeeping agent, no more than 5 (five) days prior to the date of the Meeting, showing their shareholding position.

Foreign Shareholders must submit the same documentation required of Brazilian Shareholders, which must be translated into Portuguese by competent translator.

Shareholders who wish to record abstentions or dissenting votes in the minutes are asked to inform the Board of their intention as soon as they are asked to vote on the relevant item(s) on the Agenda.

5

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

In order to assist shareholders, the proxy forms attached to this Manual may be used, although shareholders may use other proxy instruments, provided that they comply with the provisions of the Brazilian Corporations Act and the Brazilian Civil Code.

1. PARTICIPATION THROUGH REMOTE VOTING

The Company will also adopt a remote voting system, in accordance with CVM Resolution 81/22, allowing its shareholders to send their ballots through their custody agent, the bookkeeping agent of the Company's shares or directly to the Company, in accordance with established procedures. Provided they hold shares representing at least 1.5% of the Company's shares, shareholders may, if they so wish, request that a candidate for full member and alternate member of the Company's Fiscal Board be included in the Ballot. They must do so by notifying the Investor Relations department no later than 25 (twenty-five) days before the General Meeting, stating the name, qualifications and full professional curriculum vitae of the candidates. Shareholders who choose to send their voting instructions to the custodian agent or the bookkeeping agent of the shares issued by the Company should contact them and check their established procedures for issuing voting instructions via remote voting, as well as the documents and information required.

If shareholders wish to deliver the Ballot directly to the Company or send it by post, they must attach, in addition to certified copies of the identity document and/or relevant corporate acts proving legal representation, as the case may be: (i) proof issued by the bookkeeping institution; (ii) an instrument of mandate with the grantor's signature notarized; (iii) for shareholders participating in the fungible custody of registered shares, a statement containing the respective shareholding, issued by the competent institution.

If shareholders choose to send the Ballot by e-mail, they must attach the documents referred to in the previous paragraph to the email, all scanned and forwarded to [e-mail], in addition to the Ballot completed in the manner set out herein

The physical documentation should be sent to the Company's IR Department, at Alameda Rio Claro, 241, Bela Vista, São Paulo SP, CEP 01332-010, under the reference "2024 Annual General Meeting." Due to the current scenario, as some of our employees are working from home, we also request that you send an e-mail to [e-mail] to the attention of the Investor Relations Department.

Shareholders who choose to exercise their voting rights remotely may also do so through their custodian agents or the bookkeeping agent of the Company's shares (Itaú Corretora de Valores S.A.), as long as they comply with the rules they have established. To do so, shareholders should contact their custodian agents and check the procedures they have established for issuing voting instructions via remote voting forms.

If you have any further questions, please contact our Investor Relations Department, whose contact details are below:

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

6

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

VALID SOLUÇÕES S.A.

NIRE 35.3.0060022-3

CNPJ/MF No. 33.113.309/0001-47

CALL NOTICE

ANNUAL GENERAL SHAREHOLDERS MEETING

The Shareholders of VALID SOLUÇÕES S.A. ("Company") are hereby called to the Annual General Shareholders Meeting ("GSM"), to be held on first call on April 17, 2024, at 10 a.m., exclusively digitally,pursuant to CVM Resolution 81, of March 29, 2022 ("CVM Resolution 81/22"), via the Ten Meetings digital platform ("Digital Platform"), to deliberate on the following matters on the AGENDA:

1. To examine, discuss and vote on the directors' accounts, to examine, discuss and vote on the management report and the financial statements, accompanied by the report of the external and independent auditors, for the fiscal year ending December 31, 2023;
2. Present the allocation of net income for the year ending December 31, 2023;
3. To set the number and elect the members of the Fiscal Board for the next term of office;
4. To set the amount of the annual remuneration for the 2024 financial year for:
5. 1. the members of the Board of Directors;
   2. the Executive Board.
6. To set the amount of the overall remuneration of the members of the Fiscal Board.

General Information:

1. The Company's Annual General Meeting ("GSM" or "Meeting") will be held exclusively digitally, pursuant to CVM Resolution 81/22 and the Manual for Participation published by the Company at www.ri.valid.com.
2. As a result of the provisions of the above paragraph, the shareholder's participation shall only occur by:

1. Remote voting("Ballot"), in accordance with CVM Resolution 81/22. Shareholders who wish to do so may choose to exercise their voting rights through the remote voting system, in accordance with the terms of the aforementioned resolution, by sending the corresponding remote voting ballot through their custody agents, the bookkeeping agent of the Company's shares or directly to the Company. The detailed guidelines for sending the ballot can be accessed at www.ri.valid.com.
2. Accessing the digital platform ("Digital Platform"), made available at the link(https://assembleia.ten.com.br/432331430) also available on the Company's Investor Relations website www.ri.valid.com.

7

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

2.3. Shareholders wishing to participate via the Digital Platform may: (a) participate in the Meeting, regardless of whether they have sent the Ballot; or (b) participate in and vote at the Meeting, noting that if a shareholder has already sent in the Ballot and votes at the Meeting via the Digital Platform, all votes received via the Ballot will be disregarded by the board, in accordance with Article 28, paragraph 2, Item II, of CVM Resolution 81/22.

2.4 With regard to the procedure for participating via the Meeting's Digital Platform, when accessing the page mentioned in Item 2.1.2 above, Shareholders must complete their registration and attach all the documents necessary to enable them to participate in and/or vote at the Meeting at least two (2) days prior to the date set for the Meeting, i.e. April 15, 2024. After approval of the registration by the Company, shareholders will receive the login and individual password to access the Digital Platform via the e-mail address used for their registration.

1. Pursuant to Article 37 of CVM Resolution 81/22, any shareholder with a stake equal to or greater than 1.5% of the Company's share capital may request the inclusion of candidates for the Board of Directors and the Fiscal Board on the remote voting form up to twenty-five (25) days before the date of the GSM. The instructions for remote voting can be found in the Manual for Participation in the GSM and in the Ballot itself published by the Company on the Investor Relations website (http://ri.valid.com/pt-br/), as well as on the websites of B3 (http://www.b3.com.br/pt_br/) and the Brazilian Securities and Exchange Commission (CVM) (www.cvm.gov.br) .
2. All the information necessary for a better understanding of the matters set out in the Agenda above is available to shareholders on the Investor Relations website (http://ri.valid.com/pt-br/), as well as on the websites of B3 (http://www.b3.com.br/pt_br/) and the Brazilian Securities and Exchange Commission (CVM) (www.cvm.gov.br).

São Paulo, March 15, 2024

Sidney Levy

Chairman of the Board of Directors

8

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

INFORMATION ON THE MATTERS TO BE DECIDED AT THE ANNUAL GENERAL MEETING

Detailed information on the matters to be decided at the Annual General Shareholders Meeting of April 17, 2024 follows below.

The minimum quorum required for the Annual General Meeting to be held on first call shall be one quarter (¼) of the voting share capital. If this legal quorum is not met, the Company will announce a new date for the Annual General Meeting, on second call, at which time the Meeting may be installed with the presence of any number of shareholders.

ANNUAL GENERAL SHAREHOLDERS MEETING

1. First item on the Agenda:

To receive the accounts of the directors, examine, discuss and vote on the Management Report and the Financial Statements, accompanied by the opinion of the external and independent auditors, for the fiscal year ending December 31, 2023.

In order to decide on this matter, in accordance with the provisions of Law 6.404 of December 15, 1976 ("Brazilian Corporations Act"), and CVM Resolution 81/22, the following documents are available to Shareholders on the Investor Relations website (http://ri.valid.com/pt-br/), as well as on the websites of B3 (www.b3.com.br) and the Brazilian Securities and Exchange Commission (CVM) (www.cvm.gov.br):

1. Management report on the company's affairs and main administrative facts for the year ended;
2. Copy of the Financial Statements;
3. Independent Auditors' Report;
4. Opinion of the Fiscal Board; and
5. Annual Summary Report of the Audit Committee

The Directors' commentary on the Company's financial situation, pursuant to Item 2 of the 2023 Reference Form, can be found in Attachment 1.

1. Second item on the Agenda:

To establish the allocation of net income for the fiscal year ending December 31, 2023 and the distribution of additional Dividends.

The proposal for allocation of Net Income and the distribution of additional Dividends, as indicated in Attachment A of CVM Resolution 81/22, for the fiscal year ending December 31, 2023, is attached as Attachment 2.

1. Third item on the Agenda:

To elect the members of the Fiscal Board for the next term of office.

9

Manual for Participation

GSM of 04/17/2024 at 10 a.m

.

Pursuant to Article 11 of CVM Resolution 81/22, the Company is providing the information indicated in Items

7.3 to 7.8 of the 2023 Reference Form, as shown in Attachment 3.

1. Fourth item on the Agenda:

To set the overall annual remuneration of the members of the Board of Directors and the Executive Board for fiscal year 2024.

The proposal for the overall annual remuneration of the members of the Company's Board of Directors and Executive Board to be paid over the course of the 2024 fiscal year is R$ 21,167,174.45, made up individually of the sum of items i and ii below:

1. Members of the Board of Directors: R$ 2,628,852.36 (two million six hundred and twenty-eight thousand, eight hundred and fifty-two reais and thirty-six cents); and
2. Executive Board: R$ 18,538,322.09 (eighteen million, five hundred and thirty-eight thousand, three hundred and twenty-two reais and nine cents).

Information on the composition of the remuneration of the Company's Directors, as provided in Article 13 of CVM Resolution 81/22, pursuant to Item 8 of the 2023 Reference Form, is available in Attachment 4.

1. Fifth item on the Agenda:

To set the overall remuneration of the members of the Fiscal Board.

The proposal for the overall annual remuneration of the members of the Company's Fiscal Board to be paid over the course of the 2024 fiscal year is R$ 549,504.00 (five hundred and forty-nine thousand, five hundred and four reais).

Information on the composition of the remuneration of the Company's Directors, as provided in Article 13 of CVM Resolution 81/22, pursuant to Item 8 of the 2023 Reference Form, is available in Attachment 4.

10