Yduqs Participações S A : 2024 AGM - Management Proposal

YDUQS PARTICIPAÇÕES S.A.

MANAGEMENT PROPOSAL FOR THE

ANNUAL GENERAL MEETING

TO BE HELD ON APRIL 26, 2024 AT 2:00 P.M.

March 26, 2024

MANAGEMENT PROPOSAL FOR THE

ANNUAL GENERAL MEETING

TO BE HELD ON APRIL 26, 2024, AT 2:00 p.m.

Proposal prepared by the management of YDUQS Participações S.A., under the terms and for the purposes of CVM Resolution No. 81, dated March 29, 2022, as amended.

March 26, 2024

Corporate Taxpayers' Register (CNPJ) No. 08.807.432/0001-10 Company Registration Identification Number (NIRE) No. 33.300.282.050 | Brazilian

Securities and Exchange Commission (CVM) Code No. 02101-6

ANNUAL GENERAL MEETING

TO BE HELD ON APRIL 26, 2024

MANAGEMENT PROPOSAL

TABLE OF CONTENTS

1.

SUBJECTMATTER............................................................................................................ 4

2.

DOCUMENTS AVAILABLE TO THE SHAREHOLDERS........................................................... 5

3.

CALL FOR THEAGM ........................................................................................................ 6

4.

PLACE ANDTIME OF THEAGM ....................................................................................... 7

5.

INFORMATION FOR ATTENDANCE IN THEAGM .............................................................. 7

6.

REMOTE VOTING BALLOTS............................................................................................... 8

7.

RULES TO CALL THE AGM TO ORDER ............................................................................ 12

8.

APPROVAL OF THE MATTERS IN THE AGENDA ................................................................ 12

9.

MINUTES OF THE AGM ................................................................................................. 12

10.

REVIEW OF THE MATTERS IN THE AGENDA TO BE RESOLVED AT THE ANNUAL GENERALMEETING 13

10.1.

FINANCIAL STATEMENTS ACCOMPANIED BY THE INDEPENDENT AUDITORS' REPORT,OPINION OF THE AUDIT COMMITTEE AND OPINION OF THE AUDIT AND FINANCE COMMITTEE,

REGARDING THE FISCAL YEAR ENDED DECEMBER 31, 2023 ............................................................ 13

10.2. MANAGEMENT REPORT AND MANAGEMENT ACCOUNTS FOR THE FISCAL YEAR ENDED

DECEMBER 31, 2023 ........................................................................................................................ 14

10.3. MANAGEMENT PROPOSAL FOR THE INCOME ALLOCATION FOR THE FISCAL YEAR ENDING

ON DECEMBER 31, 2023; ................................................................................................................. 15

10.4. SETTING OF THE NUMBER OF MEMBERS WHO WILL MAKE UP THE COMPANY'S BOARD OF

DIRECTORS IN THE NEXT TERM OF OFFICE .................................................................................... 17

• 10.4.1. MAJORITY VOTE ............................................................................................................ 17

• 10.4.2. MULTIPLE VOTE ............................................................................................................ 18

• 10.4.3. SEPARATE ELECTION ..................................................................................................... 21

• 10.4.4. NUMBER OF MEMBERS OF THE PROPOSED BOARD OF DIRECTORS ................................ 21

• 10.5. ELECTION OF THE MEMBERS OF THE COMPANY'S BOARD OF DIRECTORS . ................... 21

• 10.5.1. APPOINTMENT OF CANDIDATES TO THE BOARD OF DIRECTORS ................................... 23

• 10.5.2. INCLUSION OF CANDIDATES IN THE REMOTE VOTING BALLOT .................................... 25

10.5.3.

CHARACTERIZATION OF THE INDEPENDENT MEMBERS OF THE BOARD OF DIRECTORS 26

• 10.6. INSTALLATION OF THE AUDIT COMMITTEE . ................................................................. 28

• 10.7. SETTING OF THE NUMBER OF MEMBERS OF THE AUDIT COMMITTEE FOR THE NEXT

TERM OF OFFICE ............................................................................................................................. 29

10.8. ELECTION OF REGULAR AND ALTERNATE MEMBERS OF THE COMPANY'S AUDIT

COMMITTEE ................................................................................................................................... 29

• 10.8.1. CANDIDATES NOMINATED BY THE COMPANY'S MANAGEMENT .................................... 30

• 10.8.2. NOMINATION OF CANDIDATES TO THE AUDIT COMMITTEE ......................................... 30

• 10.8.3. INCLUSION OF CANDIDATES IN THE REMOTE VOTING BALLOT .................................... 31

• 10.9. SETTING OF THE ANNUAL GLOBAL COMPENSATION OF THE MANAGERS AND MEMBERS OF

THE AUDIT COMMITTEE FOR THE FISCAL YEAR 2024 ..................................................................... 32

10.9.1. GLOBAL COMPENSATION AMOUNT ................................................................................ 32

10.9.2. AMOUNTS TO BE ALLOCATED BY THE BODIES ................................................................ 33

10.9.3. COMPARISON OF THE PROPOSED COMPENSATION WITH THE COMPENSATION OF THE

PREVIOUS YEAR ............................................................................................................................... 33

10.9.4. COMPARISON BETWEEN THE AMOUNTS APPROVED IN THE PREVIOUS FISCAL YEAR AND

THE AMOUNTS REPORTED IN THE 2023 REFERENCE FORM ............................................................ 34

10.9.5. COMPARISON BETWEEN THE AMOUNTS PROPOSED IN THE PREVIOUS FISCAL YEAR AND

THE AMOUNTS REALIZED ............................................................................................................... 34

10.9.6. FURTHER INFORMATION ON COMPENSATION ............................................................... 35

11. CONCLUSIONS ................................................................................................................ 35

EXHIBIT I. ALLOCATION OF NET INCOME .................................................................. 37

EXHIBIT II. OFFICERS'S COMMENTS ............................................................................... 45

EXHIBIT III. INFORMATION ON CANDIDATES TO THE BOARD OFDIRECTORS

NOMINATED BY THE MANAGEMENT ................................................................................. 76

EXHIBIT IV. REPORT OF INDEPENDENCE OF THE CANDIDATES APPOINTED TO

THE BOARD OF DIRETORS ..................................................................................................... 95

EXHIBIT V. INFORMATION ON CANDIDATES TO THE AUDIT COMMITTEE ....... 117

EXHIBIT VI. MANAGEMENT COMPENSATION ............................................................. 127

Corporate Taxpayers' Register (CNPJ) No. 08.807.432/0001-10 Company Registration Identification Number (NIRE) No. 33.300.282.050 | Brazilian

Securities and Exchange Commission (CVM) Code No. 02101-6

MANAGEMENT PROPOSAL FOR THE ANNUAL GENERAL MEETING TO

BE HELD ON APRIL 26, 2024

Dear shareholders,

The management of YDUQS PARTICIPAÇÕES S.A., a corporation with registered office in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Venezuela, no. 43, 6o. andar, Bairro Saúde, Zip Code (CEP) 20081-311, with its articles of incorporation filed at the Registry of Commerce of the State of Rio de Janeiro under NIRE 33.300.282.050, enrolled in the CNPJ under no. 08.807.432/0001-10, registered with the Securities and Exchange Commission ("CVM") as a category "A" publicly-traded company under the code 02101-6 ("Company"), whose shares are traded on the special listing segment of Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("Novo Mercado" and "B3", respectively) under the code YDUQ3, pursuant to Law No. 6.404, of December 15, 1976, as amended ("Brazilian Corporations Act"), and CVM Resolution No. 81, of March 29, 2022, as amended ("RCVM 81"), hereby submits to you the following proposal, to be reviewed and resolved at the Company's Annual General Meeting to be held on first call on April 26, 2024 at 2:00 pm at Av. Venezuela no. 43, 6o. andar, Bairro Saúde, City and State of Rio de Janeiro ("AGM"), subject to the corporate legislation, rules published by the CVM, and the provisions of the Company's articles of incorporation ("Proposal").

1. SUBJECT MATTER

The Company's Management, in the best interest of the Company, submits the following issues included in the agenda for review, discussion and voting at the AGM:

• (i) the financial statements, together with the independent auditors' report, the opinion of the Audit Committee and the opinion of the Audit and Finance Committee, referring to the fiscal year ended on December 31, 2023;

• (ii) management report and management accounts for the fiscal year ended December 31, 2023

• (iii) the management proposal for the allocation of the Company's income for the fiscal year ending on December 31, 2023;

• (iv) the setting of the number of members who will make up the Company's Board of Directors in the next term of office;

• (v) the election of the members of the Company's Board of Directors;

• (vi) the installation of the Audit Committee.

• (vii) the setting of the number of members who will make up the Audit Committee for the next term of office;

• (viii) election of the regular and alternate members of the Company's Audit Committee; and

• (ix) setting of the annual global compensation of the managers and members of the Audit Committee for the Fiscal year 2024

The following sections will present the information relevant to the analysis of the items listed above, included in the AGM's agenda, with the justifications that led the management to prepare this Proposal.

In compliance with applicable standards, particularly CVM Resolution No. 59, of December 22, 2021, and CVM Resolution No. 80, of March 29, 2022, as amended ("RCVM 80"), and in order to increase your understanding, the Company's management stresses that any and all mention of the Reference Form and its respective sections is in line with the changes carried out and which will appear in the version of the Reference Form to be published by the Company in the fiscal year 2024.

2. DOCUMENTS AVAILABLE TO THE SHAREHOLDERS

The company's management, in compliance with the provisions of article 133 of the Brazilian Corporations Act, RCVM 81 and the rules of RCVM 80, made available to shareholders, at least one (1) month before the date scheduled for the AGM, the following documents:

(i)management report on the company's corporate business and the main administrative facts for the year ended December 31, 2023;

• (ii) individual and consolidated financial statements for the fiscal year ended December 31, 2023;

• (iii) annual report from the independent auditors;

• (iv) opinion of the Audit Committee;

• (v) opinion of the Audit and Finance Committee;

• (vi) officers' statement that they have reviewed, discussed and agree with the opinions expressed in the independent auditors' report;

• (vii) officers' statement that they have reviewed, discussed and agree with the financial statements;

• (viii) standardized financial statements form - DFP;

• (ix) remote voting ballot; and

• (x) this Proposal, including its respective exhibits;

The documents listed above are available to the shareholders at the Company's registered office and on the Company's investor relations websites (https://www.yduqs.com.br/), of the CVM (http://www.gov.br/cvm/) and B3 (http://www.b3.com.br/).

3. CALL FOR THE AGM

In compliance with arts. 124 and 289 of the Brazilian Corporations Act, the general meeting shall be called by means of a notice published at least three times in a wide-circulation newspaper published in the location where the Company's registered office is located, in a summarized form and with the documents in their entirety on the website of the same newspaper, containing, in addition to the location, date and time of the meeting, the agenda.

The AGM is called pursuant to the Call Notice published in the newspaper Valor Econômico, and made available to shareholders at the Company's registered office, on the Company's investor relations pages(https://www.yduqs.com.br/), and of CVM

(http://www.gov.br/cvm), subject to the form and deadlines set out in the applicable rules.

4. PLACE AND TIME OF THE AGM

The AGM will be held at 2:00 pm, at the Company's registered office building, located in the City of Rio de Janeiro, State of Rio de Janeiro, at Avenida Venezuela, no. 43, 6o. andar, Bairro Saúde, CEP 20081-311.

5. INFORMATION FOR ATTENDANCE IN THE AGM

Pursuant to article 126 of the Brazilian Corporations Act and article 11 of the Company's articles of incorporation, for attendance in the AGM, shareholders or their representatives shall present to the Company, up to two (2) business days prior to the date of the AGM, via the email [e-mail],copies of the following documents:

• (i) valid official identity card with photo;

• (ii) as applicable, power of attorney and/or documents that prove the powers of the shareholder's legal representative, subject to the requirements of the Brazilian Corporations Act; and

• (iii) as applicable, statement of shares held in custody dated no more than five (5) days from the date scheduled for the AGM.

The following identity documents will be accepted, provided that they have a photo: Identity Card (RG), National Foreigner's Registry (RNE), National Driver's License (CNH), passport, identity documents issued by professional councils, and functional cards issued by Government bodies.

In the case of a legal entity shareholder, further to the legal representative's identity document with photo, the following copies must be presented: (i) the updated articles of incorporation or articles of association; and (ii) the act that vests the representative with sufficient powers to represent the shareholder at a meeting.

In the case of an investment fund shareholder, further to the legal representative's identity document with photo, the following copies must be presented: (i) latest restated regulations of the fund; (ii) the articles of incorporation or articles of association of itsadministrator or manager, as applicable; and (iii) corporate documents proving the powers of representation.

As to attendance through a proxy, the granting of powers of representation shall have been carried out less than one (1) year, according to Article 126, paragraph 1, of the Brazilian Corporations Act. In compliance with the provisions of Article 654, paragraphs 1 and 2, of Law No. 10.406/06, as amended ("Civil Code"), the power of attorney shall designate the place where it was executed, full identification of grantor and grantee, date and purpose of the power of attorney setting forth granted powers, with certification of the grantor's signature, digital signature through a digital certificate issued by certifying authorities linked to ICP-Brasil accepted.

Natural persons who are shareholders of the Company may only be represented at the AGM by a proxy who is a shareholder, manager of the Company, lawyer or financial institution, as provided for in Article 126, paragraph 1, of the Brazilian Corporations Act. Legal entities that are shareholders of the Company, in turn, may be represented at the AGM through their legal representatives or through duly appointed representatives, according to the organization documents of the respective legal entity and the rules of the Civil Code, with no need for the proxy to be a manager of the Company, shareholder or lawyer (pursuant to guidance in Circular Letter CVM/Annual-2024-CVM/SEP).

The Company will not require notarization or consularization of documents presented by its shareholders or representatives.

It should be noted that shareholders may attend the AGM even if they do not present the documents referred to above in advance, simply by attending the AGM with such documents until the opening of the meeting, pursuant to article 6, paragraph 2, of RCVM 81 and article 1, sole paragraph, of the Company's articles of incorporation. In this case, shareholders are requested to attend earlier, so that documents can be checked in time for their attendance.

Before the opening of the AGM, shareholders or shareholder representatives, as applicable, will sign the shareholders' attendance book, indicating their name, nationality and residence, as well as the quantity, type and class of shares they hold, according to article 127 of the Brazilian Corporations Act.

6. REMOTE VOTING BALLOTS

In compliance with RCVM 81, a remote voting ballot relating to the annual general meeting was made available on the Company's investor relations websites(https://www.yduqs.com.br/), of CVM(http://www.gov.br/cvm)and B3(http://www.b3.com.br), in versions that can be printed and filled out manually (respectively, category: "Meeting"; type "AGM (Annual General Meeting); category: "Remote voting ballot").

The remote voting ballot contains the matters on the AGM agenda. Shareholders choosing to cast their votes remotely at the AGM shall fill in the remote ballot made available by the Company, indicating if they wish to approve, reject, or abstain from voting on the resolutions described in the ballot, subject to the procedures below.

A) Sending the remote voting ballot directly to the Company

If a shareholder opts to exercise their right to vote remotely with the Company, by sending it directly to the Company, such shareholder must submit, to the attention of the Corporate Legal Counsel, through the email[[e-mail]], the documents designated below by April 19, 2024, inclusive.

After filling in the ballot, subject to the requirements set forth in article 38 of RCVM 81, the shareholders shall submit the following documents to the Company:

• (i) the remote voting ballot relating to the AGM, with all fields duly filled in, all pages initialed and the last page signed by the shareholder or their legal representative(s), digital signature via certificate issued by certifying authorities linked to ICP-Brasil allowed, noting that neither signature certification, if signed with a digital signature, nor their consularization or apostille, as the case may be, will be required; and

• (ii) identity documents and proof of representation, as established in item5above.

Pursuant to article 46 of RCVM 81, the Company will inform the shareholders, by sending an email to the electronic address designated by the shareholder in the remote voting ballot, within three (3) days after receipt of the remote voting ballot, (i) the receipt of the ballot, as well as whether the ballot and any supporting documents are sufficient for the shareholder's vote to be deemed valid; or (ii) the need to rectify or resend the remote voting ballot or the documents accompanying it, describing the procedures and deadlines to be met for regularization of the remote vote.