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DESKTOP S.A.
CNPJ No. 08.170.849/0001-15
Publicly-held Company – CVM nº 2602-6
DESKTOP S.A. (“Company”), in compliance with article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, and the provisions set forth in the Brazilian Securities and Exchange Commission (“CVM”) Resolution No. 44, of August 23, 2021, hereby informs its shareholders and the market in general that, at a Meeting of the Board of Directors held on June 5, 2025 (“Board Meeting”), the 8th (eighth) issuance of simple, non-convertible, unsecured debentures, in a single series, was approved (“Issuance” and “Debentures”, respectively), for public distribution under the automatic registration process, in accordance with CVM Resolution No. 160, of July 13, 2022 (“CVM Resolution 160” and “Offering”, respectively).
A total of 350,000 (three hundred and fifty thousand) Debentures will initially be issued, each with a par value of R$ 1,000.00 (one thousand reais) (“Unit Par Value”), resulting in an initial total offering amount of R$ 350,000,000.00 (three hundred and fifty million reais) (“Total Offering Amount”). The settlement of the Offering is subject to the fulfillment of certain precedent conditions set forth in the offering documents. The Total Offering Amount may be increased by up to 25% (twenty-five percent) i.e. by up to 87,500 (eighty-seven thousand five hundred) Debentures, if the additional lot option is exercised, in accordance with Article 50 of CVM Resolution 160, depending on the demand determined during the bookbuilding process. The Debentures will have a 7 (seven) year maturity period, counted from the issuance date, maturing on June 15, 2032.
The Unit Par Value (or its balance, as applicable) will be adjusted for inflation based on the Broad National Consumer Price Index (“IPCA”). Interest on the Unit Par Value will accrue at a rate to be determined through the bookbuilding process, subject to a cap equal to the greater of: (i) the internal rate of return of the Brazilian Treasury IPCA+ bond with Semiannual Interest (formerly NTN-B), maturing on August 15, 2030, plus a 0.30% (thirty basis points) annual spread, on a 252-businessday basis; or (ii) 7.90% (seven point ninety percent) per year, on a 252-business-day basis.
Pursuant to Article 2, paragraph 1, of Law No. 12,431/2011, Decree No. 11,964/2024, and CMN Resolution No. 5,034/2022, the net proceeds obtained from the Debentures will be exclusively used to reimburse expenses or costs related to telecommunications infrastructure projects incurred up to 24 (twenty-four) months prior to the closing date of the Offering, as well as to fund future investments in telecommunications infrastructure, as defined in Law No. 12,431/2011.
This Issuance is part of the Company’s ongoing effort to improve efficiency and create value for its shareholders and stakeholders, aiming to reduce the cost of debt and extend the Company’s average debt maturity profile.
Further information regarding the Offering can be found in the minute of the Board Meeting, as well as in the “Private Deed of the 8th (Eighth) Issuance of Simple, Non-Convertible, Unsecured Debentures, in a Single Series, for Public Distribution of Desktop S.A.”, available on the Company’s website (www.ri.desktop.com.br/en) and the CVM’s website (www.gov.br/cvm), as applicable.
This material fact is for informational purposes only, in accordance with applicable regulations, and should not be interpreted or considered, for any legal purposes, as marketing or promotional material related to the Debentures or the Offering. The Company will keep its shareholders and the market duly informed of any developments regarding the matter covered in this notice.
Nova Odessa, June 6, 2025.
DESKTOP S.A.
Bruno Silva Carvalho de Souza Leão
Chief Financial, M&A and Investor Relations Officer