Locaweb Serviços de Internet S A : Material Fact | Credisfera Acquisition

LOCAWEB SERVIÇOS DE INTERNET S.A.

Publicly held Company

CNPJ 02.351.877/0001-52

NIRE 35.300.349.482

MATERIAL FACT

Locaweb acquires fintech Credisfera and starts offering a credit solution to its customer base

São Paulo, February 18, 2021 - Locaweb Serviços de Internet S.A. ("Company") pursuant to the Rule of the Brazilian Securities Commission ("CVM") No. 358, of January 3, 2002, as amended, and the provisions of Paragraph 4 of Article 157 of Law No. 6404, of December 15, 1976, as amended ("Corporations Law"), hereby informs the market that, on the date hereof, was executed a Share Purchase and Sale and Other Covenants Agreement between Tray Tecnologia em Ecommerce Ltda. ("Tray") and the shareholders of Credisfera Serviços Financeiros S.A. ("Credisfera"), to regulate the acquisition of the totality of the capital stock of Credisfera by Tray ("Credisfera's Transaction"), with the Company as an intervening and consenting party.

About the Acquisition

Founded in 2015 in São Paulo, Credisfera is a Fintech that offers credit solutions for SMEs and will allow Locaweb to offer this service to its customer base in an integrated manner.

Credisfera has founders with extensive experience in the Brazilian credit market and has an extremely sophisticated platform for offering credit to SMEs. Locaweb's strategy in acquiring this fintech is to offer an integrated solution combining Credisfera's technological capacity and credit intelligence, with the huge clients' base that use

Locaweb platforms to sell and receive online.

Following the Company's operating model in other acquisitions, the founding partners Wanderley Schmidt Campos, Eduardo Peixoto Ferreira Leite, Carlos Eduardo Carneiro Pinto de Magalhães and José Filipe Neis, who have extensive experience in the segment, will remain in the operation and will maintain the team.

Transaction

The closing price for the acquisition of all shares of Credisfera is R$26.6 million, and, as a guarantee to Tray with respect to certain indemnification obligations assumed by the sellers in Credisfera's Agreement, a portion of this amount will be retained by Tray and may subsequently be released to the sellers of Credisfera, in accordance with the rules and procedures set forth in Credisfera's Agreement. The purchase price is subject to certain adjustments of net debt and working capital, which are usual in this type of transaction.

Additionally, sellers of Credisfera may be entitled to receive an earnout, depending on the achievement of certain financial goals based on the net operating revenue of Credisfera.

The acquisition of Credisfera by Tray was concluded on the date hereof and the parties are only expected to comply with certain post-closing obligations which are customary in this type of transaction.

The acquisition of Credisfera was performed by Tray, a wholly owned subsidiary of the Company, therefore the Transaction is not subject to the procedures set forth in article 256 of the Corporations Law.

The Company will keep the market and its shareholders timely and adequately informed about the subsequent facts to the closing of the Transaction, in accordance with the applicable legislation.

Rafael Chamas Alves

CFO and IRO