Enauta Participações S A : Conclusion of the Restricted Offering of the Company's 1st issuance of Debentures

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

MATERIAL FACT

Conclusion of the Restricted Offering of theCompany's 1st issuance of Debentures

Rio de Janeiro, December 23rd, 2022

Enauta Participações S.A. ("Company", "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"), and in continuity with the Material Fact disclosed by the Company on November 22, 2022, hereby informs its shareholders and the market in general that it has closed on this date, the public offering, with restricted distribution efforts, of its 1st (first) issue of simple debentures, not convertible into shares, in 2 (two) series, of the type with collateral, with additional fiduciary guarantee ("Debentures"), pursuant to CVM Instruction 476 and other applicable legal and regulatory provisions ("Restricted Offering").

Subscription and payment totaled one million, four hundred thousand (1,400,000) Debentures in the amount of one billion, four hundred million reais (R$1,400,000,000.00), of which (i) R$736,675.000.00 (seven hundred thirty-six million, six hundred seventy-five thousand reais) corresponding to the First Series Debentures with remuneration interest corresponding to 9.8297% (nine integers, eight thousand, two hundred and ninety-seven tenths of a thousandths) per year; and (ii) R$ 663,325,000.00 (six hundred sixty-three million, three hundred twenty-five thousand reais), corresponding to the Second Series Debentures with remunerative interest corresponding to the accumulated variation of 100% (one hundred percent) of the average daily DI - Interfinancial Deposit rates, plus a spread equivalent to 4.2500% (four integers and twenty-five hundredths percent) per year. The unitary nominal value of the First Series Debentures will be adjusted for inflation on a monthly basis based on the accumulated variation of the IPCA, from the starting date of profitability until the date of actual payment, and the product of the monetary adjustment of the First Series Debentures will be automatically incorporated into the unitary nominal value (or the balance of the unitary nominal value, as the case may be) of the First Series Debentures. Except in the event of total optional early redemption and extraordinary amortization, the Debentures will mature on December 15, 2029, for the First Series Debentures and on December 15, 2027, for the Second Series Debentures. The settlement of the Restricted Offering took place on the date of disclosure of this Material Fact.

It is also worth mentioning that on this date the Company opted to convert 76% (seventy-six percent) of the resources referring to the First Series Debentures, which totals the amount of R$ 560,000,000.00 (five hundred and sixty million reais), into dollars, by means of derivative instruments (swap) contracts, equivalent to a debt of US$ 109,375,000.00 (one hundred and nine million, three hundred and seventy- five thousand dollars) with total interest fixed at 8.885% per year.

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.

Phone: 55 21 3509-5959 | E-mail: ri@enauta.com.br | www.enauta.com.br/ri

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

The Debentures Indenture and the first amendment to the Indenture are filed at the Company's headquarters, on the CVM website (www.gov.br/cvm), as well as on the Company's website (https://www.enauta.com.br/en/investors/).

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: 55 21 3509-5959 | E-mail: ri@enauta.com.br | www.enauta.com.br/ri