Sequoia Logística e Transportes S A : Material Fact - Second Issue of Debentures

SEQUOIA LOGÍSTICA E TRANSPORTES S.A.

CNPJ Nº 01.599.101/0001-93 NIRE Nº 35.300.501.497

Publicly-traded Company

MATERIAL FACT

Sequoia Logística e Transportes S.A. ("Company" or "Sequoia") hereby informs its shareholders and the market in general, in accordance with the provisions of the Brazilian Law No. 6,404/76 of December 15, 1976 ("Corporations Law"), and the Resolution No. 44 of August 23, 2021, as amended, by the Brazilian Securities and Exchange Commission ("CVM"), that a meeting of the Company's Board of Directors held on this date approved the 2nd (second) issue of 300,000 (three hundred thousand) simple, unsecured, non- convertible debentures, in up to 2 (two) series ("Debentures"), for private placement, by the Company, with a unit face value of R$ 1,000.00 (one thousand reais) each, on the date of issuance, in the total amount of R$ 300,000,000.00 (three hundred million reais). The final number of Debentures to be allocated in each series will be defined after the completion of the Bookbuilding procedure, except that any of the series of Debentures may be canceled as a result of the Bookbuilding Procedure ("Issuance").

For the first series, remuneration interest will be applied to the unit face value corresponding to the accumulated variation of 100% (one hundred percent) of the DI Rate, plus a spread to be defined in the Bookbuilding Procedure, and the spread must be equivalent to an amount between the minimum value of 1.55% (one integer and fifty-five hundredths percent) per year, based on 252 (two hundred and fifty-two) Business Days ("First Series Debentures Floor Rate"), and the maximum value of 1.80% (one integer and eighty hundredths percent) per year, based on 252 (two hundred and fifty-two) Business Days ("First Series Debentures Ceiling Rate"). For the second series, remuneration interest will be applied to the unit face value corresponding to a percentage per year, to be defined in accordance with the Bookbuilding Procedure, limited to the highest rate between (a) the NTN-B internal rate of return, maturing on August 15, 2025, plus a spread of 1.75% (one integer and seventy-five hundredths percent) per year, based on 252 (two hundred and fifty-two) Business Days; or (b) 7.60% (seven point sixty-two percent), based on 252 (two hundred and fifty-two) Business Days ("Second Series Debentures Ceiling Rate"), observing the minimum percentage, which is the highest between: (i) the NTN-B internal rate of return, maturing on August 15, 2025, plus a spread of 1.50% (one whole fifty percent) per year, based on 252 (two hundred and fifty-two) Business Days, for item (a); or (ii) 7.35% (seven and thirty-five hundredths percent), based on 252 (two hundred and fifty-two Business Days) ("Second Series Debentures Floor Rate").

The amounts related to the remuneration of the Debentures shall be paid monthly, without grace period, as of the first payment date of the respective series and the last payment due on the maturity date of the Debentures.

The unit face value of the Debentures of each series will be monthly amortized as of the 24th (twenty-fourth) month from the issuance date, with the last payment due on the maturity date of the Debentures.

The Debentures will be bound to a securitization operation, serving as backing for the issuance of certificates of real estate receivables of the 1st (first) and 2nd (second) series of the 79th (seventy-ninth) issuance of True Securitizadora S.A. (CNPJ under No. 12.130.744/0001-00) ("CRI" and "Securitization Company", respectively), pursuant to Law No. 14.430, of August 3, 2022, as amended ("Law 14.430/22"), and CVM Resolution No. 60, of December 23, 2021, as amended ("CVM Resolution 60"). The CRIs to be issued by the Securitization Company will be subject to a public offering for distribution pursuant to CVM Instruction No. 400, of December 29, 2003, as amended ("CVM Instruction 400" and "Offer"), under the firm guarantee of placement for the total amount of the offering, that is, R$300,000,000.00 (three hundred million reais), pursuant to the distribution agreement to be entered into with financial institutions that are part of the offering's intermediary securities distribution system. The Offer will be submitted to CVM's analysis, and the Offer, as well as the other terms and conditions indicated in the Offer documents, are subject to prior approval.

The Debentures will have personal guarantee provided by the Company's subsidiaries: Transportadora Americana Ltda., Direcional Transporte e Logística S.A., Transportadora Plimor Ltda., Lithium Software Ltda. and SF 350 Ltda.

The minutes of the Company's Board of Directors' Meeting that approved the terms and conditions of the Debentures, the Issue and the Offer, in accordance with the provisions of article 59, paragraph 1, of the Brazilian Corporation Law, are available for consultation on the Company's website (https://ri.sequoialog.com.br/) and on the CVM website (www.cvm.gov.br).

The Company will keep its shareholders and the market in general informed about the existence of new material developments related to the Issue and the Offer.

This material fact is exclusively informative, under the terms of the regulations in force, and does not constitute and should not be interpreted as any kind of effort to sell the Debentures and/or CRIs.

Embu das Artes, September 1st, 2022

SEQUOIA LOGÍSTICA E TRANSPORTES S.A.

Fernando Stucchi Alegro

CFO & Investor Relations Officer