São Paulo, October 02, 2020Linx 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 and in addition to the material facts disclosed on August 11 and September 1, 2020, comes public to inform its shareholders, the market in general and other interested persons the following:

(i) On October 2, 2020, the Company’s administration and the administration of STNE Participações S.A. (“STNE” and, jointly with Linx, the “Companies”) executed the Protocol and Justification of Merger of Shares issued by Linx S.A. by STNE Participações S.A. (“Protocol and Justification”). The Protocol and Justification establishes the terms and conditions for the merger of the totality of shares issued by the Company by STNE (“Merger of Shares”), within the transaction for the business combination between Linx and STNE (“STNE Transaction”), which is the object of the Association and Other Covenants Agreement entered into by and between the Company, STNE, StoneCo Ltd. (“StoneCo”) and other on August 11, 2020 and amended on September 1, 2020 and October 2, 2020 (“Association Agreement”), the content of which is available to the shareholders.

(ii) In a meeting of the Board of Directors of the Company held on October 1,2020, the following matters, among others, were approved:

(a) the execution of the Second Amendment to the Association Agreement by the Company, in order to alter the provisions indicated below, and the authorization of the Board of Officers to execute the Second Amendment to the Association Agreement: (a) adjustments to the numbers of shares issued by the Company and to the provisions related to the Company’s stock option plans, to guarantee the Company’s talent retention; (b) detailing of the provisions related to the termination of the Association Agreement; and (c) other consistency adjustments made in accordance with the terms of the Protocol and Justification;

(b) the favorable manifestation to the approval of the waiver of public offering of acquisition of shares issued by the Company set forth in article 43 of the Bylaws;

(c) the favorable manifestation to the approval of the following acts, related to the Merger of Shares: (a) the approval of the terms and conditions of the Protocol and Justification and authorizing its signature by any two Directors of the Company; (b) the approval of the Merger of Shares, the effectiveness of which will be conditioned to the satisfaction (or waiver, as applicable) of the conditions precedent set forth in the Protocol and Justification;

(d) the favorable manifestation to the approval of the waiver regarding the entering of STNE in the Novo Mercado, within the scope of the Share Merger, as set forth in article 46, sole paragraph, of the Rules of the Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão;

(e) In case any of the matters above is not approved by the EGM, the favorable manifestation to the authorization of continuing the interactions with Totvs, if the validity of its business combination proposal is extended

(f) the calling of an Extraordinary General Meeting of the Company (“EGM”), to be held on November 17, 2020, at 2pm, to resolve on (1) the approval of the Protocol and Justification of the Merger of Shares, pursuant to its terms and conditions; (2) regarding the entering of STNE in the Novo Mercado, within the scope of the Share Merger, as set forth in article 46, sole paragraph, of the Rules of the Novo Mercado of B3 S.A. – Brasil, Bolsa, Balcão; (3) the waiver of public offering of acquisition of shares issued by the Company set forth in article 43 of the Bylaws, within the scope of the corporate reorganization provided for within the Protocol and Justification; (4) observing the provisions of the Association Agreement, in case any of the matters previously resolved, related to the proposal of Merger of Shares involving STNE, is not approved in the date of the EGM, authorize the resuming of the interactions with Totvs, in case the validity term of Totvs’ proposal of business combination with the Company is extended. 

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Investor Relations
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ir@linx.com.br


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