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MATERIAL FACT
DESKTOP S.A. (“Company”), in continuity with the information disclosed in the Material Fact and Notice to Shareholders dated December 2nd, 2022 (“Material Fact and Notice to the Shareholders”) and in the Notices to the Shareholders dated January 27, 2023 and March 3, 2023 (“Notices to the Shareholders”), hereby inform its shareholders and the market in general the results of the Company’s capital increase, within the authorized capital threshold, through the issue of ordinary shares by the Company (“Shares”), for private subscription, approved through the meeting of the Company’s Board of Directors held on December 02, 2032 (“Capital Increase”).
1. Results of the Capital Increase. On March 14, 2023, the second apportionment of unsubscribed shares was concluded, within the scope of the Capital Increase, 27,780,979 (twenty-seven million, seven hundred and eighty thousand, nine hundred and seventy-nine) new Shares issued by the Company were subscribed and paid up, representing 83.34% of the total number of Shares in the Capital Increase, at the price of R$9.00 per Share, totaling R$ 250,028,811.00 (two hundred and fifty million, twenty-eight thousand, eight hundred and eleven reais), of which R$ 50,000,000.00 (fifty million reais) will be allocated to the capital reserve account and the remainder amount to the capital stock account.
2. Cancellation of Unsubscribed Shares and Conditional Receipts. Since the maximum number of Shares under the Capital Increase has not been subscribed, (i) the unsubscribed Shares; and (ii) 1,364,920 (one million, three hundred sixty-four thousand, nine hundred twenty) subscription receipts, which were conditionally subscribed to reaching the total amount of the Capital Increase, will be cancelled. The Company will return the corresponding amounts to the investors whose subscription receipts were cancelled, without interest or monetary adjustment, through the respective custody agents, until March 21, 2023.
3. Ratification of the Private Capital Increase. Once the return of the amounts corresponding to the canceled receipts has been completed, the Board of Directors will meet on March 21, 2023 to partially ratify the Capital Increase, so that the Company’s capital stock will increase from R$ 791,676,936.19 (seven hundred and ninety-one million, six hundred and seventy six thousand, nine hundred and thirty six reais and nineteen cents), divided into 87,267,438 (eighty seven million, two hundred and sixty seven thousand, four hundred and thirty eight) Shares to R$ 991,705,747.19 (nine hundred and ninety-one million, seven hundred and five thousand, seven hundred and forty-seven reais and nineteen centavos), divided into 115,048,417 (one hundred and fifteen million, forty-eight thousand, four hundred and seventeen) Shares.
4. Credit and Start of Trading of the Shares. Trading of the Shares on the B3 S.A. – Brasil, Bolsa, Balcão will take place from March 22, 2023 (inclusive). The Shares will be credited in the name of the subscribers within 3 (three) Business Days from the ratification by the Board of Directors.
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Sumaré, March 17th 2023.
DESKTOP S.A.
Bruno Silva Carvalho de Souza Leão
Chief Financial, M&A and Investor Relations Officer