Enauta Participações S A : 1st Issuance of debentures

Enauta Participações S.A. | CNPJ/MF nº 11.669.021/0001-10 | Publicly-held Company

MATERIAL FACT

1st issuance of debentures

Rio de Janeiro, November 22nd, 2022

Enauta Participações S.A. ("Companhia", "Enauta", B3:ENAT3), in compliance with the provisions of article 157, paragraph 4, of Law No. 6.404 of December 15, 1976, as amended ("Corporation Law"), Resolution No. 44 of the Securities and Exchange Commission ("CVM") of August 23, 2021, and CVM Instruction No. 476 of January 16, 2009, as amended ("CVM Instruction 476"), hereby informs its shareholders and the market in general, pursuant to the deliberations of the Company's Board of Directors held on the present date ("Board Approval"), the approval of 1st (first) issuance, by the Company, of simple and non-convertible debentures, with a Real Guarantee and Personal Guarantee, in up to 2 (two) series ("Debentures" and "Issuance", respectively), as well as the public offering of distribution of Debentures, with restricted distribution efforts, pursuant to CVM Instruction 476 and other applicable legal and regulatory provisions ("Restricted Offering"), under a mixed firm guarantee and best efforts placement regime. The target public of the Restricted Offering will be exclusively composed of professional investors, as defined in CVM Resolution No. 30, dated as of May 11, 2021.

The total amount of the Restricted Offering is up to R$ 2.000.000.000,00 (two billion reais), on the issuance date, observing the possibility of partial distribution of the Debentures. Except in the event of total optional early redemption and extraordinary amortization, the Debentures will mature on December 15, 2029, for first series Debentures and on December 15, 2027, for second series Debentures. The Debentures of the first series will have the tax incentive provided for in articles 1 and 2 of Law No. 12,431, of June 24, 2011, as amended ("Law 12.431"), so that their holders may be entitled to the tax benefits provided for under the law. The net funds obtained by the Company through the Issuance of the Debentures of the first series will be used exclusively for reimbursement and/or future payment of expenditures, expenses or debts related to the implementation and development of the Definitive System of the Atlanta Field ("Project"), according to the Decree of the Secretary of Petroleum, Natural Gas and Biofuels of the Ministry of Mines and Energy No. 62/SPG/MME, of November 18, 2022, which fits the project in the article 2 of Law 12,431. The resources related to the Debentures of the second series raised by the Issuer will be used exclusively to reinforce the Company's working capital, as well as other general corporate purposes.

The process of structuring the Restricted Offering and distributing the Debentures shall be conducted by a financial institution that is part of the securities distribution system.

This material fact does not constitute an offer, invitation, or solicitation to acquire the Debentures and is exclusively informative, pursuant to applicable law, and should not be construed as a sale and/or advertising material for the Debentures.

The minute of the Board Approval with the full text of the matters approved and the conditions of the Issuance are filed at the Company's headquarters, on the CVM website (www.gov.br/cvm), as well as on the Company's website (www.enauta.com.br/en/investors/).

Phone: [phone] | E-mail: [e-mail] | www.enauta.com.br/ri

Enauta Participações S.A. | CNPJ/MF nº 11.669.021/0001-10 | Publicly-held Company

ABOUT ENAUTA

Enauta is one of the leading private companies in the exploration and production sector in Brazil. The Company has a balanced asset portfolio spread through the Brazilian coast and two producing assets: its 45%-owned Manati Field, one of the main suppliers of gas to the Northeast region of Brazil, and the Atlanta Field, located in the deep waters of the Santos Basin, where it is the operator, with a 100% ownership stake. Listed on the Novo Mercado of B3 since 2011, under the ticker symbol ENAT3, Enauta is committed to the sustainability of its operations, having invested heavily in improving good governance and compliance practices. For more information, visit us at www.enauta.com.br.

Phone: [phone] | E-mail: [e-mail] | www.enauta.com.br/ri