MATERIAL FACT
DESKTOP S.A. (“Company“), in compliance with the provisions of article 157, paragraph 4, of Law No. 6404, of December 15, 1976, as amended, and with the Resolution of the Brazilian Securities and Exchange Commission (“CVM“) No. 44, of August 23, 2021, as amended, hereby informs its shareholders and the market in general that, at a meeting of the Board of Directors held on this date, it approved the Share Buyback Program issued by the Company (“Share Buyback Program“), the purpose of which is the acquisition of up to 1,152,083 (one million, one hundred and fifty-two thousand and eighty-three) common, nominative and with no-par value shares issued by the Company, without reducing the share capital, for use within the scope of the Company’s First Matching Share Grant Plan, approved at the Ordinary and Extraordinary General Meeting held on April 29, 2023, or to remain in treasury, and may also be canceled or sold. The Share Buyback Program also has the following characteristics:
- the acquisitions, which are the object of the Share Buyback Program, may be made within a period of up to eighteen (18) months, starting on November 21, 2023, and ending on May 21, 2025, and it is up to the Company’s Executive Board to decide the moment and the amount of shares to be acquired, whether in a single operation or in a series of operations;
- the Company may acquire up to 1,152,083 (one million, one hundred and fifty-two thousand and eighty-three) ordinary shares of its own issuance, representing approximately 3.22% (three integers and twenty-two hundredths percent) of the outstanding shares, which currently amount to 35,768,386 (thirty-five million, seven hundred and sixty-eight thousand, three hundred and eighty-six) ordinary shares, traded on B3 S.A. – Brasil, Bolsa, Balcão (“B3”) under the trading code “DESK3”; and
- the acquisition operations will be carried out with the intermediation of BTG Pactual Corretora de Valores Mobiliários S.A., registered with the CNPJ under No. 43.815.158/0001-22, with registered offices in the city of São Paulo, State of São Paulo, at Avenida Brigadeiro Faria Lima, No. 3477, 14th floor, Parte, Itaim Bibi, CEP 04538-133.
The Company informs that the minutes of the Board of Directors’ meeting held on this date, containing the information required by Annex G of CVM Resolution 80 of March 29, 2022, are available on the Company’s investor relations website (www.ri.desktop.com.br), as well as on the CVM website (www.gov.br/cvm) and B3 (www.b3.com.br). The Company will keep its shareholders and the market in general informed of relevant updates on the Share Buyback Program, under the terms of the applicable regulations.
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Sumaré, November 21, 2023.
Bruno Silva Carvalho de Souza Leão
Chief Financial, M&A and Investor Relations Officer