VALID SOLUÇÕES S.A.

Publicly Held Company

(Taxpayer Id Number) CNPJ/MF 33.113.309/0001-47

(Business Registration Number) NIRE 35.300.600.223

MINUTES OF THE EXTRAORDINARY GENERAL MEETING

HELD ON SECOND CALL ON APRIL 29, 2024

  1. DATE, TIME AND PLACE: On April 29th, 2024, at 2:00 pm, held exclusively digitally according to CVM Resolution No. 81 of March 29, 2022 ("CVM Resolution 81/22"), through the Ten Meetings digital platform ("Digital Platform").
  2. CALL: Call Notice for the second call published in the Dia rio Comercial paper's editions of April 18, 19 and 22, 2024.
  3. REQUIRED QUORUM AND ATTENDANCE: Shareholders representing 63,71% of the voting share capital attended; considering the logins in the Digital Platform as well as the voting forms received directly by the Company or via the B3 S.A. - Brasil, Bolsa, Balca o (B3) central depository and the bookkeeping agent, thus making up the necessary quorum to hold the Meeting, in accordance with art. 135 of Law No. 6.404/76.
  4. BOARD: Chairman: Mr. Sidney Levy; and Secretary: Mr. Olavo Regal Maia Mendes
    Vaz.
  5. READING OF THE DOCUMENTS AND MINUTES: Once the Meeting commenced, the consolidated summary of remote voting, made available on March 15, 2024, was presented. Subsequently, the shareholders present waived the reading of the other documents related to the agenda items of the Meeting and resolved to authorize the recording of the minutes of the Meeting in summary form, as well as its publication omitting the signatures of the shareholders. Finally, it was noted that any statements of vote, abstentions, protests, and dissents, if presented, will be received, numbered, and authenticated by the Board and will be archived at the Company's headquarters, in accordance with Article 130, § 1, of Law No. 6.404/76.
  6. AGENDA: Discuss and resolve on: (i) the proposal for the amendment and subsequent consolidation of the Company's Bylaws, in accordance with the proposal presented by the Company's management ("Management's Proposal").
  7. DECISIONS: Once the Meeting started, and after examination and discussion of the matters on the Agenda, the shareholders resolved on the approval, by the majority of the votes, as per the voting summary contained in Annex Ito this minutes, the proposal for the amendment and subsequent consolidation of the Company's Bylaws, in accordance with the Management's Proposal. A copy of the consolidated Bylaws of the Company incorporating the amendment envisioned in the Management's Proposal is attached to these minutes as Annex II.

8. CLOSING: Once ended the voting process, Mr. Sidney Levy, Chairman of the Board, opened the microphones for additional questions. There being nothing further to discuss, the Meeting was closed, having being drawn up these minutes, which were read and found to be compliant and signed by those present.

Sa o Paulo, April 29th, 2024

Board:

Sidney Levy

Olavo Regal Maia Mendes Vaz

Chairman

Secretary

Shareholders present:

represented by FELIPE DOUGLAS GOMES:

AMERICAN ELETRIC POWER SYSTEM RETIREE MEDICAL TRUST FCUE, VIRGINIA RETIREMENT SYSTEM, THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD, ARROWSTREET (DELAWARE) L/S FUND L.P., THE BOARD OF.A.C.E.R.S.LOS

ANGELES,CALIFORNIA, AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK, LAZARD ASSET MANAGEMENT LLC, PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO, CITY OF NEW YORK GROUP TRUST, COMMONWEALTH OF PENNSYLV.PUB.SCHOOL EMP RET S, FMQQ THE NEXT FRONTIER INTERNET ECOMMERCE ETF, JOHN HANCOCK VARIABLE INS TRUST EMERGING MARKETS VALUE TRUST, METIS EQUITY TRUST, UTAH STATE RETIREMENT SYSTEMS, SPDR SP EMERGING MARKETS SMALL CAP ETF, THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST, AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK, RIVER AND MERCANTILE INVESTMENTS ICAV -RIVER AND M, TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS, ACADIAN EMERGING MARKETS EQUITY II FUND, LLC, ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC, ALASKA PERMANENT FUND, AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK, AMERICAN CENTURY ETF TRUST - AVANTIS EMERGING MARK, AMERICAN ELECTRIC POWER MASTER RETIREMENT TRUST, EMQQ THE EMERGING MARKETS INTERNET E ECOMMERCE ETF, ES RIVER AND MERCANTILE GLOBAL RECOVERY FUND, FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC A E M FUND, FLORIDA RETIREMENT SYSTEM TRUST FUND, ACADIAN EMEMRGING MARKETS EQUITY FUND, ACADIAN COLLECTIVE INVESTMENT TRUST, AMERICAN CENTURY ETF TRUST- AVANTIS RESPONSIBLE EME, BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER, DOW RETIREMENT GROUP TRUST, EMPLOYEES RETIREMENT SYSTEM OF TEXAS, STATE OF ALASKA RETIREMENT AND BENEFITS PLANS, JOHN HANCOCK FUNDS II EMERGING MARKETS FUND, MONTANA BOARD OF INVESTMENTS, NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST, NORGES BANK, OPSEU PENSION PLAN TRUST FUND, PUBLIC EMPLOYES RET SYSTEM OF MISSISSIPPI, 3M EMPLOYEE RETIREMENT INCOME PLAN TRUST

Shareholders present via remote voting form:

4UM SMALL CAPS FUNDO DE INVESTIMENTO EM ACOES, GRDT FUNDO DE INVESTIMENTO EM ACOES INVESTIMENTO NO EXTERIOR, VINCI GAS FUNDO DE INVESTIMENTO EM ACOES, ACADIAN ACWI EX US-SMALL CAP FUND LLC, JUNTO PARTICIPACOES FIA, "ALASKA BLACK ADVISORY XP SEGUROS FIFE PREVIDÊNCIA FUNDO DE INVESTIMENTO MULTIMERCADO ", ALASKA 100 ICATU PREV FIFE FUNDO DE INVESTIMENTO MULTIMERCADO, FUNDO DE INVESTIMENTO MULTIMERCADO CP IE -3102, ALASKA INSTITUCIONAL FUNDO DE INVESTIMENTO DE AÇÕES, ALASKA BLACK MASTER FUNDO DE INVESTIMENTO EM AÇÕES - BDR NÍVEL I, ALASKA POLAND FUNDO DE INVESTIMENTO DE AÇÕES - BDR NÍVEL I, ALASKA PREVIDÊNCIA MASTER FUNDO DE INVESTIMENTO MULTIMERCADO, ALASKA RANGE FUNDO DE INVESTIMENTO MULTIMERCADO, ARROWSTREET (CANADA) GLOBAL ALL-COUNTRY ALPHA EXT FUND I, BARRA FUNDO DE INVESTIMENTO EM AÇÕES, CATHAY UNITED BANK, IN ITS CAPACITY AS MASTER COEIB FUND, CC&L ALTERNATIVE CANADIAN EQUITY FUND, CCL Q EMERGING MARKETS EQUITY FUND, CCL Q GLOBAL SMALL CAP EQUITY FUND, CCL Q INTERNATIONAL SMALL CAP EQUITY FUND, CCL U.S. Q MARKET NEUTRAL ONSHORE FUND II, CEDAR STREET EMERGING MARKETS VALUE FUND, L.P.,

CEDAR STREET INTERNATIONAL SMALL CAP FUND L.P., CONNOR CLARK & LUNN COLLECTIVE INVESTMENT TRUST, CSHG WIT Fundo de Investimento de Ações,

DIMENSIONAL EMERGING CORE EQUITY MARKET ETF OF DIM, DIMENSIONAL EMERGING MKTS VALUE FUND, DOCA FUNDO DE INVESTIMENTO EM ACOES INVESTIMENTO NO EXTERIOR, EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU, FUNDO DE INVESTIMENTO EM ACOES MISTYQUE, GLOBAL DELTA EMERGING MARKETS FUND, LP, JATLAN FUNDO DE INVESTIMENTO EM AÇÕES BDR NIVEL I INVESTIMENTO NO EXTERIOR, TEACHERS RETIREMENT SYSTEM OF THE CITY OF NEW YORK, MISTYQUE TEENS FUNDO DE INVESTIMENTO EM ACOES, MULTIMIX WHOLESALE INTERNATIONAL SHARES TRUST, NEW YORK STATE COMMON RETIREMENT FUND, Olavo Regal Maia Mendes Vaz, Organon Master Fundo de Investimento de Ações, RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY, THE PFIZER MASTER TRUST, THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, VINCI GAS FUNDO DE INVESTIMENTO EM ACOES - FHS, X LAB FIA IE, 1199 HEALTH CARE EMPLOYEES PENSION FUND

Annex I

Summary Voting Map for the

Extraordinary General Meeting held on the second call on

April 29, 2024

Proposal for the amendment and subsequent consolidation of the Company's Bylaws, in accordance with the proposal presented by the Company's management:

ON

For

Against

Abstain

51.075.217

43.117.546

7.957.671

0

Annex II

Consolidated Bylaws reflecting the proposed changes

BYLAWS OF

VALID SOLUÇÕES S.A.

CHAPTER I

NAME, HEAD OFFICE, ACTIVITIES AND DURATION

Article 1 - Valid Soluções S.A. ("Company") is a corporation governed by these Articles and by applicable law.

Sole Paragraph - The Company having joined the New Market operated by B3 S.A. - Brasil, Bolsa, Balcão ("B3"), the Company, its shareholders, including controlling shareholders, Managers, Directors, and members of the Supervisory Board are subject to the B3 New Market Rules ("New Market Rules").

Article 2 - The Company's head office is located in the city of Rio de Janeiro, State of Rio de Janeiro, at Rua Peter Lund, 146/202, Caju, CEP 20930-390, and the courts of that state will have jurisdiction on the Company.

Sole Paragraph - The Company may open, close and change the address of any branches, agencies, warehouses, offices and any other establishments in Brazil or abroad by decision of the Executive Board.

Article 3 - The Company's activities and purposes are:

  1. Manufacture of printed products in general, including security forms, lottery tickets and systems in general, including electronic ones, and paper money;
  2. Manufacture of plastic, magnetic, inductive, smart contact and contactless and other types of cards, card embossing and encoding;
  3. Document personalization, encoding and microfilming;
  4. Provision of identification services, including by biometric recognition;
  5. Provision of technical, planning and advisory services on security materials and on computer systems, equipment maintenance and technical assistance in general;
  6. Development of computer applications and systems;
  1. Systems management and provision of data, lottery, games and other processing services;
  2. Development, implementation and execution of electronic document management projects;
  3. Commercial activities in general, including commercial representation;
  4. Import and export;
  5. Machinery and equipment rental;
  6. Development, implementation and execution of object tracking projects, products and services;
  7. Equity investment in other companies, in Brazil or abroad, as partner, member or shareholder; and
  8. Other activities directly related to items (a) to (l) above.

Article 4 - The Company's duration is open-ended.

CHAPTER II OWNERS' CAPITAL

Article 5 - Owners' capital is one billion, twenty-three million, twenty-eight thousand, three hundred and twenty reais and sixteen cents (BRL 1,023,028,320.16), fully subscribed and paid in, divided into eighty-two million, four hundred and seventy-five thousand, four hundred and forty-two (82,475,442) registered book- entry common shares with no par value.

Article 6 - The Company is authorized to increase owners' capital to one hundred million (100,000,000) common shares, including common shares already issued.

Paragraph 1 - Within the limits authorized in this Article, the Company may by resolution of the Board of Directors increase owners' capital regardless of any change to these Articles. The Board of Directors will establish the conditions for the issue, including price and pay in time.

Paragraph 2 - Within the bounds of authorized capital, the Board of Directors may decide to issue warrants.

Paragraph 3 - Within the bounds of authorized capital and in accordance with the plans approved in a Shareholders' Meeting, the Board of Directors may

give to its managers, directors ("Managers and Directors") and employees ("Employees"), as well as to managers, directors and employees in other companies directly or indirectly controlled by the Company, options to purchase or to subscribe shares, without shareholders having any preemptive rights.

Paragraph 4 - The Company shall not issue preferred shares or profit-sharing bonds.

Article 7 - Owners' capital will be divided only into common shares and the issue of preferred shares is banned. Each common share will give right to one vote in resolutions passed in Shareholders' Meetings.

Article 8 - The Company's shares are all book-entry and will be kept in deposit accounts on behalf of their owners with a financial institution authorized by the Securities and Exchange Commission ("CVM") and no certificates will be issued.

Sole Paragraph - The cost of transfer and registration and the cost of book-entry share services may be charged directly to shareholders by the bookkeeping institution, as defined in the stock bookkeeping agreement.

Article 9 - Shares, convertible bonds and warrants may at the discretion of the Board of Directors be issued without or with diminished preemptive rights if the relevant shares, convertible bonds and warrants are placed through sales in a stock exchange, public subscription or by exchange of shares in connection with a tender offer to acquire Control, within the bounds of the law and of authorized capital.

CHAPTER III SHAREHOLDERS'MEETINGS

Article 10 - Annual Shareholders' Meeting will occur once a year and Special Shareholders' Meetings will occur whenever called in compliance with Law no. 6404 dated December 15, 1976 ("Corporations Act") or with these Articles.

Paragraph 1 - Resolutions will be passed in Shareholders' Meetings by absolute majority of the votes present, unless a qualified quorums is established in the Corporations Act.

Paragraph 2 - Shareholders' Meetings to resolve the cancellation of the Company's public company registration or New Market delisting must be called at least thirty (30) days in advance.

Paragraph 3 - Shareholders may only resolve matters on the agenda included in the notice of the relevant Shareholders' Meeting, subject to the exceptions established in the Corporations Act.

Paragraph 4 - Shareholders shall submit no less than forty-eight (48) hours before the relevant Shareholders' Meeting, in addition to identity and/or corporate documents proving legal representation, as the case may be:

  1. proof issued by the stock bookkeeping institution no earlier than five
    (5) days before the day of the Shareholders' Meeting; (ii) a proxy appointment; and/or (iii) in relation to those shareholders whose shares are held in a fungible stock custody system, a statement issued by a competent institution showing that shareholder's share position.

Paragraph 5 - Without prejudice to the foregoing, any shareholder, proxy or legal representative who appears at the meeting carrying the documents referred to in the preceding paragraph until the moment when the meeting is called to order will be allowed to participate and to vote even if those documents were not previously submitted.

Paragraph 6 - The minutes of Shareholders' Meetings will be: (i) recorded in the book of Minutes of Shareholders' Meetings in the form of a summary of the facts occurred, containing a summary indication of how the shareholders present voted, of blank votes and of abstentions; and (ii) published without showing any signatures.

Article 11 - Without prejudice to the provisions in Article 123 in the Corporations Act, Shareholders' Meetings will be called by the Chair or by the Vice Chair of the Board of Directors. Shareholders' Meetings will be called to order and chaired by the Chair of the Board of Directors or, if s/he is absent or impeded or not physically present at the meeting place, by the Vice Chair of the Board of Directors, or, if s/he is absent or impeded or not physically present at the meeting place, by another Director, Manager or shareholder appointed in writing by the Chair of the Board of Directors. The Chair of the Shareholders' Meeting shall appoint a Secretary.

Article 12 - In addition to the authority given in statute, shareholders in Shareholders' Meetings shall:

  1. elect and remove members of the Board of Directors;
  1. establish the global annual compensation amount for members of the Board of Directors, of the Executive Board and of the Supervisory Board;
  1. amend the Bylaws;

IV. resolve the dissolution, winding-up, consolidation, breaking up, merger of the Company or of any company into the Company;

  1. allocate stock bonuses and decide on any stock reverse splits and splits;

VI. approve plans giving options to purchase or subscribe stock to its Managers and Directors and Employees, as well as to managers, directors and employees in other companies directly or indirectly controlled by the Company

VII. resolve, based on Management's proposal, the allocation of the fiscal year's income and the distribution of dividends;

VIII. elect a liquidator and the Supervisory Board that will operate during the liquidation phase;

IX. decide on B3 New Market delisting;

  1. resolve the cancellation of the Company's public company registration with CVM;

XI. resolve any matter submitted to shareholders by the Board of Directors.

CHAPTER IV GOVERNANCE BODIES

Section I - Provisions Common to all Governance Bodies

Article 13 - The Company will be managed by the Board of Directors and by the Executive Board.

Paragraph 1 - Each Manager or Director will take office upon signature of a declaration of acceptance of office in the proper book, including his/her acceptance of arbitration under Article 52 and declaration of satisfaction of the applicable statutory requirements, no bond required.

Paragraph 2 - Managers and Directors will remain in their positions until their substitutes take office, unless otherwise resolved by shareholders in a Shareholders' Meeting or by the Board of Directors, as the case may be.

Article 14 - Shareholders shall resolve in a Shareholders' Meeting the annual global compensation paid to Managers and Directors and the Board of Directors shall allocate individual amounts.

Article 15 - Except as herein otherwise established, Governance Bodies or technical committees will validly meet with the presence of the majority of their members and will pass resolutions with the absolute majority vote of those present.

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Valid Soluções SA published this content on 29 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2024 21:48:04 UTC.