Slide 1: Corporate Reorganization Investor Presentation
Corporate Reorganization Investor Presentation April, 2022
Slide 2: Disclaimer
Disclaimer This presentation is for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale
Slide 3: Agenda
Agenda Overview of the Corporate Restructure 1 Key Questions 3 Transaction Rationale 2
Slide 4: Overview of the Proposed Transaction
Overview of the Proposed Transaction 4 ü The transaction objective is to migrate Inter’s shareholder base into Nasdaq ü The Nasdaq listed entity will be Inter & Co Inc. (“Inter & Co”), with Inter becoming an indirect wholly owned subsidiary ü Inter & Co will have two classes of shares with exact sam
Slide 5: Conversion ratio and cash option terms
1 Inter&Co BDR = any combination of 6 Inter shares (BIDI3 and/or BIDI4) 1 Inter&Co BDR = 2 Inter units (BIDI11) 1 Inter&Co BDR = any combination of 3 Inter shares (BIDI3 andor BIDI4) 1 Inter&Co BDR = 1 Inter units (BIDI11) Conversion Ratio Cash Option Price Eligible Shareholders Cash Out Limit Softb
Slide 6: Proposed Structure
Proposed Structure BEFORE AFTER Inter & Co (Cayman) Inter & Co (Cayman - NASDAQ Listed) (Not a Listed Company) Inter Holding Financeira S.A. Offshore Brazil 100% New LLC (Delaware) Hottaire Costellis (Controlling Shareholders) Class A Shares Class B Shares Hottaire Costellis (Controlling Shareholder
Slide 7: Agenda
Agenda Overview of the Corporate Restructure 1 Key Questions 3 Transaction Rationale 2 7
Slide 8: Transaction Merits & Rationale
Strengthening Position as a Global Technology Company 1 Become Listed in the Most Prestigious Global Venue for Tech Companies 2 10:1 Voting Structure Unlocks Inter’s Long Term Growth Plan 4 Enhance Valuation Methodology Aligned with Global Technology Peers 5 Transaction Merits & Rationale Governance
Slide 9: Strengthening Position as a Global Technology Company
73% 19% 27% 81% # of Companies Market Cap Sources: Factset on April 14th, 2022 (1) US Tech Listed Considers: Dlocal, Pagseguro, Stone, XP, Nu, Meli, VTEX, Globant, Arco, Afya and CI&T. BR Listed Tech Considers: Boa Vista, Dotz, Cielo, Getnet, Wiz, Americanas, Bemobi, Enjoei, Infracommerce, Getninjas
Slide 10: Strengthening Position as a Global Financial Technology Company
Strengthening Position as a Global Financial Technology Company Several World’s Disruptors Are Listed on Nasdaq Consumer Electronics Software E-commerce Car Brand Search Engine Social Media Streaming Media 1 10
Slide 11: Become Listed in a Prestigious Global Venue for Tech Companies
72% 22% 21% 16% 7% 4% % of Exchanges Aggregate Market Cap from Tech Companies(1,2) % Sources: Bloomberg on April 14th, 2022 (1) Does not considers ETFs (2) Considers tech companies listed as information technology at Bloomberg and technology companies above $10bn market capitalization 2 Become Liste
Slide 12: Governance Improvements
Board Independence Explicit Tag Along Enhancement Disclosure & Board Committees Creation IR at Inter&Co Level Actual New Structure § Creation of a Audit committee at Inter&Co level composed of three independent directors in addition to Inter’s current audit committee § Creation of a ESG Committee co
Slide 13: 10:1 Voting Structure Unlocks Inter's Long Term Growth Plan
Other Super Voting Structures 4 10:1 Voting Structure Unlocks Inter’s Long Term Growth Plan Super Voting Structure Allows Inter to Increase Capitalization and Is Aligned with Recent Tech Precedents Capital Structure Current Structure Controlling Shareholders Stake Additional Capacity to Raise Capita
Slide 14: Enhance Valuation Methodology Aligned with Global Technology Peers
5 Enhance Valuation Methodology Aligned with Global Technology Peers Most Sophisticated Investors From Global Venues Are Used to Metrics That Attribute More Value to Long Term Growth • P / BV • P/ NTM E • ROE vs. P/BV • DDM / Residual Income • EV / 2yr FWD Revenues • EV / 2yr FWD Gross Profit • EV/
Slide 15: Provide Greater Liquidity and Coverage to Our Investor Base
6 Provide Greater Liquidity and Coverage to Our Investor Base US Companies Have Larger Investor Pool and Better Coverage by Local Research More Liquidity Average Liquidity is 2.3x Larger in Nasdaq than in B3 2.5% ADTV 90d/ Free Float 1.1% ADTV 90d/ Free Float Greater Coverage Sources: Factset on Apr
Slide 16: Overview of the Corporate Restructure Agenda
Overview of the Corporate Restructure 1 Agenda Key Questions 3 Transaction Rationale 2
Slide 17: When and where?
When and where? • Date: May 12, 2022 @ 10:30 AM (Brasília time) • The Meeting will be held exclusively digitally via the electronic system to be made available by Inter, shareholders being able to participate and vote through the electronic system How to participate? • Accreditation must be carried