Instituto Hermes Pardini S A : Fato Relevante

FLEURY S.A.	INSTITUTO HERMES PARDINI S.A.
Publicly-Held Company	Publicly-Held Company
Corporate Taxpayer's Registry	Corporate Taxpayer's Registry
(CNPJ/ME) no. 60.840.055/0001-31	(CNPJ/ME) no. 19.378.769/0001-76
Board of Trade (NIRE) 35.300.197.534	Board of Trade (NIRE) 3130009880-0

MATERIAL FACT

Signing of the Protocol and Justification of the Merger of Shares

Fleury S.A. ("Fleury") and Instituto Hermes Pardini S.A. ("Hermes Pardini", and when jointly with Fleury, the "Companies"), in compliance with the provisions of article 157, paragraph 4th of the Brazilian Corporation Law and CVM Resolution no. 44/21, inform their shareholders and the market in general that it was executed the Protocol and Justification regulating a corporate reorganization involving the combination of Fleury's and Hermes Pardini's businesses and shareholders' bases ("Protocol and Justification" or "Transaction"), as per the illustrative presentation of the Transaction, which constitutes Exhibit Ito this Material Fact for information purposes only.

The Companies believe that combining the two operations represents an excellent opportunity to create value, which may result in significant gains for their shareholders by (i) increasing the competitiveness of the Companies in the transforming environment of the health care and diagnostic medicine sector with geographic complementarity and national presence, robust capital structure, support from their relevant shareholders and an adequate organizational structure, and (ii) reinforcing organic and inorganic growth.

The Companies estimate that the combination of Fleury's and Hermes Pardini's businesses will generate an increase in the combined company's annual EBITDA of between BRL 160 million and BRL 190 million1.

The brand "Hermes Pardini" due to its strong reputation, quality and reliability will be maintained for at least 10 years, counted from the effective consummation of the Business Combination, in all units in which it is currently used, as well as will expand its use in new units of such brand that may be created through its growth.

1 This estimate is not a guarantee of future performance and involves risks and uncertainties that, being based on assumptions, depend on future events that may not be confirmed.

Transaction Structure

The implementation of the Transaction will result in:

1. Fleury owning all the shares issued by Hermes Pardini;
2. The receipt by all Hermes Pardini shareholders for each Hermes Pardini common share, of:
3. 1. an installment in national currency of BRL 2.154102722 ("Reference Value of the Cash Installment per Share"), adjusted pro rata die by the variation of the CDI, as from the date of Hermes Pardini's corporate approval for the Transaction until the date of its consummation and subject to the adjustments provided for under the Protocol and Justification, as applicable, to be paid in cash, in a single installment, in up to fifteen (15) days counted as from the date of the consummation of the Transaction; and
   2. 1.213542977 common share issued by Fleury ("Reference Exchange Ratio per Share"), subject to adjustments provided for under the Protocol and Justification.

The Transaction will be implemented through the following main steps, all interdependent and related to each other:

1. The merger of all shares issued by Hermes Pardini into a special purpose vehicle wholly owned by Fleury ("Holding Fleury"), with Hermes Pardini becoming a wholly owned subsidiary of Holding Fleury;
2. The receipt by all Hermes Pardini shareholders of 1 (one) common share and 1 (one) redeemable preferred share of Holding Fleury for each Hermes Pardini share;
3. The redemption of the preferred shares issued by Holding Fleury; and
4. The subsequent merger of Holding Fleury into Fleury, based on the exchange ratio of 1.2135 Fleury's share for each Holding Fleury's share, with the extinguishment of Holding Fleury and succession by Fleury in all its rights and obligations.

Commitments Between Companies

A "Business Combination Agreement" was executed by the Companies and certain shareholders of the Companies, which has as its object:

1. Ensure the practice by the parties of all acts necessary for the consummation of the Transaction, as well as the calling and holding of the respective shareholders' general meetings of the Companies and of Holding Fleury for the approval of the Transaction; and

1. The commitment of such shareholders not to sell or acquire shares issued by the respective Companies until the general meetings that will resolve on the Transaction ("Combination Agreement").

The current controlling shareholders of Hermes Pardini, Bradesco Diagnóstico em Saúde S.A. and Fleury's doctors shareholder group executed the "Shareholders' Agreement on Equity Rights and Other Covenants, under Condition Suspensive, of Fleury S.A." which main purpose is to regulate certain equity rights in relation to Fleury shares held or to be held in the future by the signatories of the aforementioned agreement, in addition to the appointment of members to the Company's Board of Directors by Hermes Pardini's controlling shareholders. The effectiveness of the Shareholders' Agreement is conditioned on the completion of the Transaction ("Equity Shareholders' Agreement" and, together with the Protocol and Justification and the Combination Agreement, the "Transaction Documents").

Capital Increase

Up to the date of consummation of the Transaction, a capital increase of Fleury may be approved, under conditions to be detailed in due course, to maintain its growth strategy, without adjustment to the Reference Value of the Cash Installment per Share and the Reference Exchange Ratio per Share, provided the following terms and conditions set forth in the Protocol and Justification are met:

1. Maximum of 70,567,969 new shares to be issued by Fleury;
2. The capital increase shall be carried out by means of:
3. 1. Public offering for distribution of new shares, where the price will be established by a bookbuilding procedure, with no minimum price limitation; or
   2. Capital increase through a private subscription, where the subscription price:
   3. 1. Will be determined based on the volume weighted average price (VWAP) measured over a period less than or equal to 30 calendar days;
      2. Will consider that the period for measuring the VWAP shall start after the disclosure of this Material Fact; and
      3. Will observe a negative goodwill of no more than 5% on the calculated VWAP.

Approvals and Fines

Pursuant to the Protocol and Justification, within thirty (30) business days as of the date of execution of the Transaction Documents, the Companies' managements shall call extraordinary general meetings for their respective shareholders to resolve on the Transaction. Additional information in relation to the Transaction, as provided for in Resolution no. 78/22, shall be disclosed when the extraordinary general meetings are called.

The Protocol and Justification also establishes a BRL 250 million fine to Fleury or Hermes Pardini if, provided certain conditions set forth in the Protocol are met, the Transaction is not approved at a Fleury's or Hermes Pardini's shareholders' meeting.

In addition to other conditions precedent common to this type of transaction, the Transaction is subject to obtaining authorizations and consents from third parties, including the Administrative Council for Economic Defense - CADE.

Access to Information and Documents

The Companies inform that the signed copies of the Transaction Documents will be disclosed, on this date, via a Notice to the Market and will be available on their respective Investor Relations' and CVM' websites.

Advisors

Fleury is being advised in this Transaction by Citigroup Global Markets Brasil, CCTVM S.A., as exclusive financial advisors, and BMA Advogados. Hermes Pardini is being advised by Madrona Advogados and its controlling shareholders by Ochman Advogados and Tavernard Advogados.

Fleury and Hermes Pardini will keep its shareholders and the market in general informed in the event of any fact that must be disclosed, pursuant to applicable law and regulation.

São Paulo, June 30th, 2022

JOSÉ ANTONIO DE ALMEIDA FILIPPO	CAMILO DE LELIS MACIEL SILVA
Chief Financial and Investor	Chief Financial and Investor
Relations Officer	Relations Officer
Fleury S.A.	Instituto Hermes Pardini S.A.

Exhibit I

Presentation of the Transaction to the market