Publicly Held Company | CVM No. 01665-9
CNPJ No. 02.149.205/0001-69 | NIRE 35.3.001.5166.6 | ISIN Code No. BRPSSAACNOR7
Alameda Barão de Piracicaba, nº 740, Torre B, Edifício Rosa Garfinkel, 11th floor, Campos Elíseos, São Paulo/SP
MATERIAL FACTPORTO SEGURO SA ("Company") (B3: PSSA3), in compliance with the provisions of article 157, § 4 of Law No. 6,404/76 and CVM Resolution No. 44/21, hereby clarifies to its shareholders and the market in general, in addition to the Notices to the Market released on March 13 and 17, 2026, and as a result of certain questions raised to the Company and rumors identified in the market regarding the potential transaction involving Oncoclínicas do Brasil Serviços Médicos SA (respectively "Oncoclínicas" and "Potential Transaction"), the following:
The proposed Potential Transaction consists of a potential investment by the Company in a new company to be formed by Oncoclínicas, which would then own the assets and operations related to the oncology clinics currently operated by Oncoclínicas ("Potential Transaction Vehicle").
Oncoclínicas may be transferred to the Potential Operation Vehicle up to a maximum total of R$ 2,500,000,000.00, including M&A installments, tax installments, installments with suppliers, and other financial debt instruments.
In exchange for a controlling stake in the Potential Transaction Vehicle, the Company would contribute a total of R$ 500,000,000.00 through a primary investment. Simultaneously with the primary investment, the Potential Transaction Vehicle would also issue convertible debentures, totaling R$ 500,000,000.00, to be subscribed by the Company, noting that Oncoclínicas would have the right to subscribe to up to 30% of the total amount. The debentures would mature in 48 months and yield remuneration of 110% of the CDI rate, with conversion possible (a) from the 36th month after the issuance date, or (b) if a liquidity event occurs at the level of the Potential Transaction Vehicle.
The Company reiterates that, should the Potential Transaction be completed, such investment will not represent a significant investment for the Company, as such acquisition of shares represents an amount equivalent to approximately 3.1% of the Company's Shareholders' Equity, as determined in the Company's financial statements as of December 31, 2025.
Having made the above clarifications, the Company reiterates that, up to this point, it has not entered into any binding agreement regarding the matter, and therefore is not obligated to proceed with the Potential Transaction.
The Company reinforces its commitment to keeping its shareholders and the market in general informed, and, if applicable, will inform its shareholders and the market again, in accordance with the relevant legislation and regulations.
São Paulo, March 17, 2025.
Domingos de Toledo Piza Falavina Investor Relations Officer