KORA SAÚDE PARTICIPAÇÕES S.A.

Corporate Taxpayer's ID (CNPJ/ME) nº 13.270.520/0001-66

Authorized Capital Publicly Held Company

MATERIAL FACT

Kora Saúde Participações S.A. ("Kora" or "Company") (B3: KRSA3), pursuant to the provisions of article 157, paragraph 4, of Law No. 6.404, of December 15, 1976, as amended (the "Brazilian Corporations Law"), of the Brazilian Securities Commission ("CVM") Normative Ruling No. 44, of August 23, 2021, and CVM Normative Ruling No. 567, of September 17, 2015, as amended ("CVM Ruling No. 567/15"), further the Material Fact disclosed on April 5, 2022, hereby informs its shareholders and the market in general that its Board of Directors, at a meeting held on this date, resolved to approve the opening of the Company's Share Buyback Program ("Buyback Program"), effective as of April 11, 2022, being authorized the acquisition of up to 15.603.204 common shares issued by the company for holding in treasury, cancellation, replacement in the market with the objective of maximizing the generation of value for the shareholder by means of an efficient management of the capital structure, according to §§ 1 and 2 of article 30 of the Brazilian Corporation Law and CVM Ruling No. 567/15.

Acquisition operations will be carried out on a stock exchange, from April 11, 2022 to October 11, 2022, at market value and intermediated by BTG Pactual Corretora de Títulos e Valores Mobiliários S.A, Itaú Corretora de Valores S.A. and XP Investimentos CCTVM S/A.

The information contained in Article 30-XXXVI of CVM Ruling No. 480 regarding the share buyback program is set forth in Appendix I to this material fact.

Cariacica/ES, April 10th, 2022

Flávio Figueiredo Deluiggi

Chief Financial and Investor Relations Officer

JUR_SP - 43566557v2 - 5243068.490895

APPENDIX I

APPROVAL OF THE SHARE BUYBACK PROGRAM

Cariacica/ES, April 8 2022, - KORA SAÚDE PARTICIPAÇÕES S.A. ("Company"), pursuant to the provisions of Article 30, item XXXVI, of CVM Instruction 480, of December 7, 2009, hereby informs its shareholders and the market in general that its Board of Directors, approved, on that date, a Buyback Program, of common shares issued Company, ("Buyback Program"), as follows:

I - justify in detail the purpose and the expected economic effects of the operation;

The Company's objective in the operation is to maximize value generation to shareholders through an efficient management of the capital structure.

II - Inform the number of shares (i) in circulation and (ii) already held in treasury;

Outstanding shares issued by the Company, as defined in article 8, paragraph 3, item I of CVM Instruction 567, of September 17, 2015 ("CVM Ruling No. 567/15") correspond to 156.032.042

common shares, representing approximately 20,3% of the common shares issued by theCompany. There are not, on this date, shares held in treasury.

III - Inform the number of shares that may be acquired under the Buyback Program;

The number of shares to be acquired under the Shares Buyback Program will be limited to up to 15.603.204 common shares issued by the Company, and the effective repurchase of the total number of shares provided for in the Buyback Program will depend, among other aspects, on the existence of available resources, in order to meet the rules provided for in articles 7 and 8 of

ICVM No. 567/15 and other applicable rules.

IV - Describe the Main characteristics of the derivative instruments that the company may use;

Not applicable, given that the Company will not use derivative instruments under the Buyback Program.

V - Describe, if any, the voting agreements or guidelines existing between the company and the counterparty of the operations:

Not applicable, since the acquisitions will be carried out at B3 S.A. - Brasil, Bolsa, Balcão ("B3"), and it is not known whom the counterparties in the operations will be.

VI - In the hypothesis of operations conducted outside organized securities markets, inform: a. The maximum (minimum) price for which the shares will be acquired (sold); and

Not applicable, since the acquisition operations will be carried out at B3, at market prices.

b. If applicable, the reasons that justify the realization of the operation at prices more than 10% (ten percent) higher, in the case of disposal, than the average quotation, weighted by volume, in the 10 (ten) previous trading sessions;

Not applicable, since the acquisition operations will be carried out at B3, at market prices.

VII - Inform, if any, the impacts that the negotiation will have on the composition of the controlling interest or the administrative structure of the company;

The Company does not see any relevant impacts that the negotiations that took place under the Buyback Program may have on the composition of the controlling interest or its administrative structure, since the Company has a defined controller shareholder.

VIII - Inform the counterparties, if known, and, in case of a party related to the company, as defined by the accounting rules that deal with this subject, also provide the information required by art. 8 of CVM Instruction 481, of December 17, 2009;

Considering that the share buyback will occur by means of operations carried out on B3, there is no way to identify counterparties or operations carried out with related parties.

IX -Indicate the destination of the earned resources, if applicable;

The shares acquired within the scope of this Buyback Program will be held in treasury, canceled or put back on the market.

X - Indicate the maximum term for the settlement of authorized operations;

18 months, counted from April 11, 2022, with October 11, 2023 as the final term, the Company's Board of Directors is responsible for defining the dates on which the repurchase will be effectively executed.

XI - Identify institutions that will act as intermediaries, if any;

The acquisition of the Company's shares will be intermediated by BTG Pactual Corretora de Títulos e Valores Mobiliários S.A, enrolled with the CNPJ/ME under No. 43.815.158/0001-22, headquartered at Avenida Brigadeiro Faria Lima, No 3.477, 14th floor, in the City of São Paulo,

State of São Paulo, by Itaú Corretora de Valores S.A., enrolled with the CNPJ/ME under No. 61.194.353/0001-64, headquartered at Avenida Brigadeiro Faria Lima, n.º 3.500, 3º floor, in the city of São Paulo, State of São Paulo and by XP Investimentos CCTVM S/A enrolled with the CNPJ under No. 02.332.886/0001-04.

XII - Specification of the available resources to be used, according to Art. 7, Paragraph 1, of CVM Ruling 567, of December 17, 2015;

Acquisitions operations carried out under the Buyback Program will be supported by using the capital reserve in the amount of R$1.038 billion, according to the financial statements for the year ended December 31, 2021, in addition to the balance of retained earnings for the year, as verified in the Company's financial statements to be disclosed during the Buyback Program. The effective acquisition of the total number of shares provided for in the Buyback Program will depend on the existence of resources available at the time of acquisition of the shares, in order to comply with the dictates provided for in article 7 of CVM Ruling 567/15.

XIII - Specify the reasons why the members of the Board of Directors are comfortable that the repurchase of shares will not jeopardize the fulfillment of obligations to creditors or the paymentof mandatory, fixed or minimum dividends;

The members of the Board understand that the Company's current financial situation is compatible with the possible execution of the Buyback Program under the approved conditions, with no impact on the fulfillment of obligations assumed with creditors or on the payment of minimum mandatory dividends. This conclusion results from the evaluation of the potential financial amount to be used in the Buyback Program when compared with (i) the level of obligations assumed with creditors; and (ii) the amount, unrestricted, available and expected in cash, cash equivalents and financial investments of the Company, resulting from the operations of the Company and its subsidiaries, as well as external funding.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Kora Saude Participações SA published this content on 10 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 April 2022 22:28:08 UTC.