Metalfrio S A : Material Fact - Capital increase proposal

METALFRIO SOLUTIONS SA

(Public Company)

CNPJ no. 04.821.041/0001-08

NIRE 35,300,339,436

RELEVANT FACT

METALFRIO SOLUTIONS SA ("Company", B3:FRIO3), in compliance with the provisions of Resolution of the Comissão de Valores Mobiliários No. 44, of August 23, 2021, hereby informs its shareholders and the market in general that, on this date, it received attached correspondence from WNT Gestora de Recursos Ltda., manager of funds holding approximately 80% of the Company's financial debt.

In the aforementioned correspondence, WNT Gestora de Recursos Ltda. updates and complements the proposal sent to the Company on June 21, 2023 for the use of credits represented by the Company's financial debt, excluding BNDES and ACC / ACE resource transfer operations, in the subscription and payment of new shares issued by the Company, considering the value of Metalfrio's pre-money equity at R$ 1.4 billion.

This proposal was brought to the attention of the Board of Directors and the Company will keep its shareholders and the market in general informed about any new information or relevant developments regarding the matter.

São Paulo, November 22, 2023.

Luiz Eduardo Moreira Caio

CEO and Investor Relations Officer

São Paulo, November 21, 2023.

Metalfrio Solutions SA

Att. Mr. Luiz Eduardo Moreira Caio

President and Investor Relations Director

Ref. Use of credits for subscription and payment of shares issued by Metalfrio Solutions SA

Dear sirs,

1. We refer to the correspondence signed by the signatory hereof and sent to Metalfrio Solutions SA (" Metalfrio" or " Company") on June 21, 2023.
2. As a holder of credits that represent approximately 80% of Metalfrio's financial

debt, excluding BNDES and ACC/ACE resource transfer operations ("Financial Debt"), based on the Company's financial statements as of 09/30/2023 , we reiterate our purpose and intention to use all of our credits in the subscription and payment of new shares issued by Metalfrio.

3. Based on the understandings maintained with the Company and other holders of Metalfrio's Financial Debt credits, we hereby update and complement our proposal for the use of credits arising from the Financial Debt to subscribe for new shares issued by Metalfrio, under the following terms and conditions:

Telephone: [phone]	Av. Brig. Faria Lima, 3477 - Tower B, 8th Floor
Email: [e-mail]	Itaim Bibi - São Paulo - Brazil
Website: www.wntcapital.com	ZIP code: 04538 - 133

1. for the purposes of said capital increase, we considered the value of the

equity pre-money from Metalfrio at R$1.4 billion;

1. 1. the total value of the Financial Debt for the purposes of this proposal will be fixed and frozen at the total value of R$774 million;
   2. the credits arising from the Financial Debt held by WNT will be used in full to subscribe to new Metalfrio shares;
   3. there must be other creditors joining the capital increase, so that, together with WNT, at least 95.8% of the credits arising from the Company's Financial Debt are used in the subscription of new shares;
   4. the remaining balance, of up to 4.2% of the Financial Debt, must be restructured, with remuneration corresponding to CDI + 1.43% per year, with a final maturity period of 36 months, with partial principal amortizations of (a) R$ 5 million in 24 months and (b) R$ 5 million in 30 months, with payment of the remaining amount of principal and interest in 36 months, with said terms counting from the date of completion of the capital increase;
2. We request that this correspondence be brought to the attention of the Board of Directors, shareholders and other holders of credits arising from Metalfrio's Financial Debt, who - we believe - will act in the Company's best interests to implement the aforementioned capital increase.
3. We are available to discuss the structure indicated above and for any and all necessary or applicable measures for its assessment and implementation.

Telephone: [phone]	Av. Brig. Faria Lima, 3477 - Tower B, 8th Floor
Email: [e-mail]	Itaim Bibi - São Paulo - Brazil
Website: www.wntcapital.com	ZIP code: 04538 - 133

Yours sincerely,

WNT Gestora de Recursos Ltda.

Telephone: [phone]	Av. Brig. Faria Lima, 3477 - Tower B, 8th Floor
Email: [e-mail]	Itaim Bibi - São Paulo - Brazil
Website: www.wntcapital.com	ZIP code: 04538 - 133