São Paulo, October 26, 2020, Linx S.A. (“Company”) (B3: LINX3 | NYSE: LINX) in accordance with Article 157, paragraph 4 of Law No. 6.404/76, as amended (“Brazilian Corporate Law”) and CVM Normative Ruling No. 358, of January 3, 2002, informs to its shareholders and to the market in general that, on October 23, 2020, the Company received the Official Letter No. 908/2020-SLS (“Official Letter”), issued by the Superintendence of Issuers’ Listing and Supervision and the Superintendence of Issuers’ Regulation, Guidance and Enforcement of B3 S.A. – Brasil, Bolsa, Balcão (“B3”). A copy of the Official Letter is included as Annex I to this Material Fact.
Under the terms of the Official Letter, B3, in relation to the matter in the agenda of the Company’s extraordinary general meeting called for November 17, 2020 (“EGM”) for the waiver regarding the entering of STNE Participações S.A. (“STNE”) in the Novo Mercado of B3, states that “although in merger and share merger transactions, it is natural to contract fines to protect the parties involved in the negotiation about a potential non-approval of the transaction itself, imposing a fine on the manifestation of will by the shareholder (which has not participated in the negotiation) to keep the resulting company listed with Novo Mercado is detrimental to the full expression of the shareholder’s will”.
In this sense, B3 determines that the Company “disclose the terms of this letter to the market and adopt the appropriate measures to ensure that its shareholders decide on the waiver of STNE’s adhesion to the Novo Mercado without imposing any type of burden, especially, the fine referred to in item 8.1 (iv) of the Association Agreement”, under penalty of characterization of non-compliance with the provisions of the Novo Mercado Regulation. B3 has granted a deadline until October 30, 2020 for such determinations to be met.
The Company informed STNE and the Stone Group of the full content of the Official Letter, in compliance with the terms of the Association Agreement dated as of August 11, 2020, as amended on September 1, 2020 and on October 2, 2020.
In the best interest of the Company and its shareholders, the Company’s manifestation in relation to the Official Letter will be made within the deadline indicated therein, and the Company will keep its shareholders and the market duly informed.
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