Valid Soluções S A : Minutes of Board of Directors´ Meeting - Capital Increase

VALID SOLUÇÕES S.A.

Company Registry (NIRE): 33.3.0027799-4

Corporate Taxpayer's ID (CNPJ/MF): 33.113.309/0001-47

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON JANUARY 7, 2021

DATE, TIME AND VENUE: January 7, 2021, at 8:30 p.m., at Rua Peter Lund, 146/202, São

Cristóvão, CEP 20930-390, in the City and State of Rio de Janeiro. CALL NOTICE:A notice was sent to each member of the Board of Directors, pursuant to Article 18, Paragraph 1, of the Bylaws of Valid Soluções S.A. ("Company"). QUORUM AND ATTENDANCE:All members of the Board of Directors attended the meeting, which was held via video conference, as provided for in Article 18 of the Bylaws. PRESIDING BOARD: Chairman: Sidney Levy; Secretary: Maria Isabel Tavares. AGENDA: To resolve on: (i) the increase in the Company's share capital, within the authorized capital, (ii) the issue of subscription warrants as an additional bonus, within the authorized capital, (iii) the authorization of the Executive Board to carry out all acts necessary to execute the resolutions of the previous items. RESOLUTIONS:Pursuant to Article 23, Paragraph 1, of the Company's Bylaws, the meeting began with the Board members analyzing the items on the agenda and resolved on the following by unanimous votes:

1. To approve the increase in the Company's share capital, within the authorized limit provided for in Article 6, caput, of the Company's Bylaws, through the issue of common, registered, book-entry shares with no par value, for private subscription
   ("Shares") under the following conditions:
2. 1. Amount of the capital increase: The amount of the capital increase will be a minimum of R$65,678,937.50 (sixty-five million, six hundred and seventy- eight thousand, nine hundred and thirty-seven reais and fifty centavos) and reach a maximum of R$131,357,875.00 (one hundred and thirty-one million, three hundred and fifty-seven thousand, eight hundred and seventy-five reais) ("Capital Increase").
   2. Number and Type of Shares to be Issued: A minimum of 7,193,750 (seven million, one hundred and ninety-threethousand, seven hundred and fifty)
      ("Minimum Number of Shares") and a maximum of 14,387,500 (fourteen million, three hundred and eighty-seven thousand and five hundred) Shares will be issued.
   3. Issue Price: The issue price will be R$ 9,13 (nine reais and thirteen centavos) per Share, established pursuant to Article 170, first paragraph, item III,

of the Brazilian Corporations Law, based on the Volume Weighted Average Price (VWAP) of the Company's shares in the last 60 (sixty) sessions of B3 SA - Brasil, Bolsa, Balcão ("B3") prior to January 6, 2021 (inclusive).

1. Confirmation of a Partial Subcription: A partial subscription and the consequent confirmation of a partial capital increase will be allowed if the subscription of new Shares reaches the Minimum Number of Shares and the minimum amount of the Capital Increase ("Minimum Subscription").
2. Use of Proceeds: The proceeds from the Capital Increase will be used to strengthen the Company's capital structure, improve its cash position, reduce its consolidated financial leverage and for general corporate purposes.
3. Cut-offDate and Subcription Rights. Subject to the procedures established by Banco do Brasil S.A., the bookkeeping Agent of the shares issued by the Company ("Bookkeeping Agent") and the Centra Depositary of B3 ("Central Depositary"), shareholders will have the preference right to subscribe to shares in the proportion of 0.202000702 (zero point two zero two zero zero zero seven zero two) new common share for every 1 (one) share held by them at the close of B3's trading session on January 12, 2021 ("Cut-offDate"). In percentage terms, shareholders will be able to subscribe a number of new shares corresponding to 20.20007020% (twenty point two zero zero zero seven zero two zero percent) of the number of shares held at the close of B3 trading on the Cut-offDate.
4. Deadline Period for the Exercise of the Preference Right: The holders of the Company's Shares may exercise their preference right to subscribe to shares from January 13, 2021 (inclusive) to February 11, 2021 (inclusive) ("Deadline Preference Right Period"), in proportion to their shareholding position at the close of the trading session on January 12, 2021.
5. Assignment of Subscription Preference Rights Preference rights may be freely assigned by the Company's shareholders to third parties, pursuant to Article 171, Paragraph 6, of the Brazilian Corporations Law.
6. Payment Conditions: The Shares will be paid up in cash, in national currency, upon subscription, observing the rules and procedures of the Bookkeeping Agent and the Central Depository;
7. Rights of the New Shares: The Shares to be issued shall have the same conditions as the existing shares and will be entitled to all benefits, including dividends, interest on equity and any monetary remunerations that may be declared by the Company.

1. 1. Confirmation of the Capital Increase: After the subscription and payment of the Shares within the scope of the Capital Increase, a new meeting of the Company's Board of Directors will be called to approve the Capital Increase, within the limit of the authorized capital, being certain that the confirmation of the partial Capital Increase is allowed provided that the subscription of Shares reaches, at least, the Minimum Number of Shares.
2. Approve the increase in the Company's share capital, within the authorized limit provided for in Article 6, caput, of the Company's Bylaws, through the issue of common, registered, book-entry shares with no par value, for private subscription ("Shares") under the following conditions:
3. 1. Number of Subscription Warrants: 1 (one) subscription warrant, in a single series, will be granted as an additional bonus to the subscribers of each new Share in the Capital Increase, totaling the issue of a minimum of 7,193,750 (seven million, one hundred and ninety-three thousand, seven hundred and fifty) and a maximum of 14,387,500 (fourteen million, three hundred and eighty-seven thousand and five hundred) Subscription Warrants. Each Subscription Bonus will grant its holder the right to subscribe 1 (one) common share.
   2. Value of the Subscription Warrant: The Subscription Warrants will be issued with no value since they will be attributed as an additional bonus to the subscribers of the Shares.
   3. Exercise Price: The exercise price of each Subscription Warrant, which corresponds to the issue price per share, is R$10.96 (ten reais and ninety-six centavos), corresponding to 120% of the issue price of the shares approved for the Shares to be issued under the Capital Increase ("Exercise Price"). The Subscription Warrants may be exercised on the 12th and 18th months following the issue date, that is, on March 3rd and September 5th, 2022, respectively, in compliance with the procedures established by the Bookkeeping Agent and B3, at the sole discretion of the holder, and the holders must express their intention to exercise in writing to the Company, or via their custody agent to B3, as applicable. For all legal purposes, the exercise date will be the date in which the request to exercise was received by the Company or B3, as applicable. The procedures for the exercise of the Subscription Bonus will be duly informed by the Company by means of a Notice to Shareholders.
   4. Form and Issue: The Subscription Warrants will be registered in book- entry form and will be automatically issued, along with the Shares, when the Capital Increase is confirmed by the Company's Board of Directors.

1. Maturity: The Subscription Warrants will be valid for a period of 18 (eighteen) months from the date of its issue, that is, on September 5, 2022
   ("Warrant Expiration Date"). After the Warrant Expiration Date, Subscription
   Warrants that were not exercised will automatically lose their effectiveness, without the need for any additional formality, and will be cancelled.
2. Adjustments arising from earnings distribution: In the event dividends, interest on equity or other cash earnings are distributed, the Exercise Price will be adjusted on the day the share begins to be traded "ex" in the spot market, deducting the amount of the earnings in cash, net of the Exercise Price, with settlement according to the "ex" shares.
3. Adjustments arising from the subscription and Preference rights: In the event of subscription or any other preference right, the Exercise Price will be adjusted on the day the share begins to be traded "ex" in the spot market, by deducting the amount of the right exercised, which will be calculated based on the last price prior to the "ex" date, with settlement according to the "ex" shares.
4. Adjustments due to earnings on new shares: In the event of a reverse split, split, bonus or any earnings in new shares, settlement will be according to the "ex" shares, adjusting the Number of Shares and the Exercise Price in proportion to the percentage of the reverse split, split, bonus, or other earnings in new shares, on the date the exercise is requested. If the corporate event provides for the conversion of the Exercise Price and Number of Shares into whole multiples of the standard lot, the adjustment will be made on the day the share is traded
   "ex" on the spot market.
5. Subscription: The subscription of shares resulting from the exercise of each Subscription Warrant will occur upon the exercise of the right and the payment of the subscribed share, in national currency and in cash upon subscription, in compliance with the rules and procedures established by Itaú Corretora and the Central Depositary, as applicable.
6. Rights of the New Shares Resulting from the Subscription Warrants: The common shares issued by the Company resulting from the right to exercise the Subscription Warrants, within the limits of the Company's authorized capital, will be entitled to receive full dividends, as well as any monetary remuneration that may be declared by the Company from the exercise date of the Subscription Warrants, in addition to all other rights and benefits granted to other holders of common shares issued by the Company thereafter, under the same terms and conditions as other shares issued by the Company.