Material Fact

MATERIAL FACT

DESKTOP S.A. (“Company”), pursuant to paragraph 4 of article 157 of Law 6,404/76 and CVM Ruling No 358/02, hereby communicates its shareholders and the market in general that, on this date, signed a Share Purchase Agreement (“Agreement”) to acquire 100% (one hundred percent) of quotas representing the capital stock of Infolog TI Tecnologia Ltda. (“Infolog”), through its subsidiary Netion Soluções em Internet Via Rádio Ltda.

Infolog provides broadband internet services with fiber optic technology in the Baixada Santista region, operating in the cities of São Vicente and Praia Grande. The Company is growing at a fast pace, in line to close 2021 with approximately 16 (sixteen) thousand subscribers, an annual gross revenue of approximately R$17,000,000.00 (seventeen million reais) and an EBITDA of approximately R$ 5,500,000.00 (five million and five hundred thousand reais).

The acquisition of Infolog consolidates Desktop’s presence in the region, in addition to being an opportunistic transaction with great potential for operational gains. Therefore, operational and administrative synergies were mapped, totaling approximately R$ 2,000,000.00 (two million reais) in addition to the aforementioned EBITDA.

The total price of the transaction is R$ 10,000,000.00 (ten million reais). In addition, sellers will be entitled to receive an eventual earnout of up to R$ 12,000,000.00 (twelve million reais) according to the number of customers migrated to Desktop’s network at the end of 180 (one hundred and eighty) days and which will be paid in 60 (sixty) monthly installments.

The Company informs that the consummation of the transaction is subject to the verification of certain usual conditions in transactions of this nature, and that will keep its shareholders and the market informed about the consummation of the transaction and other relevant information, pursuant to the applicable legislation.

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São Paulo, December 23, 2021.

Bruno Silva Carvalho de Souza Leão
M&A and Investor Relations Officer