Material Fact

DESKTOP S.A.
CNPJ No. 08.170.849/0001-15
Publicly-held Company – CVM nº 2602-6

MATERIAL FACT

DESKTOP S.A. (“Company“), in compliance with article 157, paragraph 4, of Law No. 6,404, of December 15, 1976, and the provisions contained in Resolution of the Brazilian Securities and Exchange Commission (“CVM“) 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 27, 2024 (“Board of Directors’ Meeting“), the 6th (sixth) issuance of simple debentures, non-convertible into shares, with real guarantee, in a single series, by the Company (“Issuance” and “Debentures“, respectively), for public distribution, under the procedure of automatic registration of distribution, pursuant to CVM Resolution No. 160, of July 13, 2022 (“CVM Resolution 160” and “Offering“, respectively), was approved.

625,000 (six hundred and twenty-five thousand) Debentures will be issued, with a nominal unit value of R$1,000.00 (one thousand reais) (“Unit Face Value“), with the total value of the Issuances being equivalent to R$625,000,000.00 (six hundred and twenty-five million reais), and its settlement is subject to the fulfillment of certain conditions precedent set forth in the Offering documents. The Debentures will have a maturity of six (6) years, counted from the date of Issuance, maturing, therefore, on June 17, 2030.

The Unit Face Value of the Debentures will not be monetarily updated. The Unit Face Value will be subject to remunerative interest corresponding to the accumulated variation of 100% (one hundred percent) of the average daily rates of the Interbank Deposits – DI of one day, “over extra-group”, expressed as a percentage in the base year of 252 (two hundred and fifty-two) business days, calculated and disclosed daily by B3 S.A. – Brasil, Bolsa, Balcão, plus spread (surcharge) of 1.60% (one whole and sixty hundredths of a percent) per year, based on 252 (two hundred and fifty-two) business days.

The net proceeds raised by the Company through the Issuance will be used to (i) make a total payment of 100,000 (one hundred thousand) debentures from the Issuer’s 1st (first) issuance of debentures (“1st Issue“); (ii) the full payment of the 4th (fourth) issuance of debentures by the Issuer (“4th Issue“) (items (i) and (ii), together, defined as “Advance Payment“); and (iii) the remaining balance after the Advance Payment will be used for the full or partial payment, at the sole discretion of the Issuer, of the other debentures of the 1st Issue other than those of item (i) above and/or for the reinforcement of cash and general corporate uses of the Issuer. The details of the allocation of funds will be described in the Deed of Issue.

The Issuance and Early Payment are part of the continuous search for efficiency and value creation for the Company’s shareholders and stakeholders, resulting in a reduction in the cost of debt and an extension of the average payment term of the Company’s debt.

More information about the Offering can be obtained in the minutes of the Board of Directors’ Meeting, as well as in the “Private Deed Instruments of the 6th (Sixth) Issuance of Simple Debentures, Not Convertible into Shares, of the Kind with Real Guarantee, in a Single Series, for Public Distribution According to the Rite of Automatic Registration of Distribution, of Desktop S.A.“, available on  the Company’s (www.ri.desktop.com) and CVM’s (www.gov.br/cvm) websites, as applicable.

This Material Fact is for informational purposes only, under the terms of the regulations in force, and should not be interpreted and/or considered, for all legal purposes, as a material for the sale and/or disclosure of the Debentures or the Offering. The Company will keep its shareholders and the market in general duly informed about the subject matter of this document.

Sumaré, June 28, 2024.

DESKTOP S.A.

Bruno Silva Carvalho de Souza Leão

Chief Financial, M&A and Investor Relations Officer