POSITIVO TECNOLOGIA S.A.
Corporate Taxpayer's ID (CNPJ/MF): 81.243.735/0001-48
Company Registry (NIRE): 41300071977
Publicly Held Company
MATERIAL FACT
Positivo Tecnologia S.A. ("Company") (B3: POSI3), hereby announces, pursuant to CVM Resolution 44/21, CVM Instruction 567/15 and Law 6,404/76, as amended, that its Board of Directors, in a meeting held on December 10, 2021, unanimously approved, without any reservations:
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the termination of the Company's Share Buyback Program approved at the Board of
Directors Meetings held on June 9, 2020 and June 10, 2021 (the "2020 Program"). During the term of the 2020 Program 1,620,800 common shares issued by the Company were acquired (1.14% of the total shares issued) at an average price of ten reais and twenty centavos (R$10.20), which will be held in treasury to meet the exercise of options under the Company's stock option programs. - the development of a New Share Buyback Program for Company shares, ("2021 Program") under the following conditions:
- Purpose: The 2021 Program, which aims at the acquisition of shares issued by the Company itself, by the Company or by companies controlled by the Company, within the limits provided for in the applicable regulations, without reducing the capital stock, aims at maintaining the shares for holding in treasury and later disposal and/or cancellation and/or to meet the Company's obligations arising from the stock option plan and the share-based compensation plan, directed to its executives and employees.
- Outstanding and treasury shares: According to the definition contained in article 8, paragraph 3, I of CVM Instruction 567/2015, considering as base date November 29, 2021, the number of outstanding shares of the Company is 76,018,423 and the number of shares held in treasury is 2,344,783.
- Method: the acquisition will be made on the Stock Exchange, at market price, and the Executive Board will be responsible for deciding the moment and the quantity of shares to be acquired, respecting the limits established in the applicable regulations;
- Number of shares to be acquired: Up to 4,000,000 common shares, nominative and without par value, issued by the Company, which, on this date, represent 2.82% of the total shares issued by the Company and 5.26% of the total shares issued by the Company that are outstanding.
- Term of the Program: Acquisitions, the purpose of the 2021 Program, may be made within a period of up to eighteen (18) months, beginning on December 11, 2021 and ending on June 11, 2023, and the Board of Directors is responsible for determining the best time for the acquisitions.
- Avaiable resources: The resources that will be used in the 2021 Program may
come from a single or combination of the following items: (i) profit or capital reserves; and/or (ii) income from the current fiscal year, separated the allocations to the reserves mentioned in the Article 7, paragraph 1 of CVM Instruction 567. - Financial institutions that will act as brokers: (I) ITAU Corretora de Valores
S.A., Corporate Taxpayer's ID (CNPJ): 61.194.353/0001-64, located at Avenida Brigadeiro Faria Lima, 3.500, 3º andar - Itaim Bibi - in the city and state of São Paulo - CEP: 04.538-132; and (II) BTG Pactual Corretora de Títulos e Valores
Mobiliários S.A., Corporate Taxpayer's ID (CNPJ): 43.815.158/0001-22, located at Avenida Brigadeiro Faria Lima, 3.477, 14º andar - Itaim Bibi - in the city and state of São Paulo - CEP: 04.538-133
Curitiba, December 10, 2021.
POSITIVO TECNOLOGIA S.A.
Caio Gonçalves de Moraes
Vice President of Finance and Investor Relations