Material Fact - Desktop

MATERIAL FACT

DESKTOP S.A. (“Company” or “Desktop”), in compliance with the provisions of article 157, paragraph 4, of Law No. 6,404/76 (“Brazilian Corporation Law”), and for the purposes of the Brazilian Exchange and Securities Commission (“CVM”) Resolution No. 44, of August 23, 2021 (“CVM Resolution 44”) and CVM Resolution No. 78, of March 29, 2022 (“CVM Resolution 78”), hereby informs its shareholders and the market in general that the Company’s Board of Directors approved, at a meeting held on the date hereof, the terms and conditions of the proposed incorporation, by the Company, of the following wholly-owned subsidiaries: (i) Netell Internet S.A., a corporation with head office in the city of Jaguariúna, State of São Paulo, at Praça Emilio Marconato, No. 708, Chácara Primavera, Zip Code 13916-140, registered in the National Register of Legal Entities of the Ministry of Finance (“CNPJ”) under the No. 18.270.560/0001-21, with its articles of incorporation duly filed with the Board of Trade of the State of São Paulo (“JUCESP”) under NIRE 35300581334 (“Netell”); and (ii) Netion Soluções em Internet Via Rádio S.A., a corporation with head office in the city of Praia Grande, State of São Paulo, at Avenida Jairo de Camargo Martins, No. 1204, Fundos, Samambaia, Zip Code 11713-060, registered in the CNPJ under No. 09.106.583/0001-04, with its articles of incorporation duly filed with the JUCESP under NIRE 35300569181 (“Netion” and together with Nettel, the “Merged Companies”), with the consequent extinction of the Merged Companies (“Merger”), under the terms of the “Protocolo e Justificação de Incorporação da Netell Internet S.A. e da Netion Soluções em Internet Via Rádio S.A. pela Desktop S.A.”, entered into on this date (“Merger Protocol”).

The Company’s Board of Directors also approved the calling of the Company’s Extraordinary Shareholders’ Meeting to be held, on first call, on October 2, 2023, at 5:00 pm, exclusively via remote and digital means, to resolve, among other things matters, on the Merger.

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Sumaré, September 8^th, 2023.

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