Sinqia S A : Comunicado ao Mercado

VOTING AGREEMENT AND OTHER COVENANTS

among, on one side,

SHAREHOLDERS

and, on the other side,

EVERTEC BRASIL INFORMÁTICA S.A.

and, as intervening-consenting parties,

SINQIA S.A.

EVERTEC, INC.

July 20, 2023

VOTING AGREEMENT AND OTHER COVENANTS

This Voting Agreement and Other Covenants ("Agreement") is entered by and among, on one side,

1. ADRIANO COCA CARNEIRO, Brazilian Citizen, engineer, enrolled with the CPF under No. 883.411.867-72, domiciled at Rua Gavião Peixoto, No. 71, ap. 1001, Icaraí, in the City of Niteroi, State of Rio de Janeiro ("Adriano");
2. CLAUDIO ALMEIDA PRADO, Brazilian Citizen, engineer, enrolled with the CPF under No. 125.808.358-22, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("Claudio");
3. ELISA PI CHI TSAI, Brazilian citizen, business manager, enrolled with the CPF under No. 129.866.388-13, resident at Rua Rio Grande, No. 551, ap. 84, block B, Vila Mariana, in the City of São Paulo, State of São Paulo ("Elisa");
4. GUSTAVO VALADARES CARNEIRO ROCHA, Brazilian Citizen, business manager, enrolled with the CPF under No. 005.292.486-62, with commercial address at Avenida Raja Gabaglia, No. 1400, 6th floor, Gutierrez, in the City of Belo Horizonte, State of Minas Gerais ("Gustavo");
5. IVANIA CLAUDIA GALIZIA DE MORAIS, Brazilian citizen, business manager, enrolled with the CPF under No. 055.313.428-02, resident at Rua Baturite, No. 120, ap. 61, Aclimação, in the City of São Paulo, State of São Paulo ("Ivania");
6. JOÃO CARLOS BOLONHA, Brazilian Citizen, systems analyst, enrolled with the CPF under No. 282.102.548-39, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("João");
7. LUIZ HENRIQUE MENSCH GARCIA, Brazilian Citizen, business manager, enrolled with the CPF under No. 998.611.433-00, with commercial address at Av. Candido de Abreu, No. 70, room 704, 7th floor, Centro Cívico, in the City of Belo Horizonte, State of Minas Gerais ("Luiz");
8. PAULO DE TARSO PESCATORI DUTRA, Brazilian Citizen, mathematician, enrolled with the CPF under No. 054.416.908-52, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("Paulo");
9. RAFAEL MACHINSKI RANGEL DE ABREU, Brazilian Citizen, business manager, enrolled with the CPF under No. 034.772.489-29, with commercial address at Av. Candido de Abreu, No. 70, room 704, 7th floor, Centro Cívico, in the City of Belo Horizonte, State of Minas Gerais ("Rafael");

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1. ROBERTO RIGOTTO DE GOUVEA, Brazilian Citizen, business manager, enrolled with the CPF under No. 040.192.086-03, with commercial address at Avenida Raja Gabaglia, No. 1400, 6th floor, Gutierrez, in the City of Belo Horizonte, State of Minas Gerais ("Roberto");
2. ROBINSON ESTEVES, Brazilian Citizen, business manager, enrolled with the CPF under No. 157.502.878-66, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("Robinson"); and
3. THIAGO ALMEIDA RIBEIRO DA ROCHA, Brazilian Citizen, business manager, enrolled with the CPF under No. 329.017.648-78, with commercial address at Rua Bela Cintra, No. 755, 7th floor, Consolação, in the City of São Paulo, State of São Paulo ("Thiago");

Adriano, Claudio, Elisa, Gustavo, Ivania, João, Luiz, Paulo, Rafael, Roberto, Robinson and Thiago jointly referred to as "Shareholders";

and, on the other side,

1. EVERTEC BRASIL INFORMÁTICA S.A., a closed company incorporated and existing in accordance with the laws of the Federative Republic of Brazil, enrolled with CNPJ under No. 06.187.556/0001-15, with head offices in the City of São Paulo, State of São Paulo, at Alameda Lorena, 638, 3rd floor, suites 31 and 32, Jardim Paulista, CEP 01424-002, herein represented in accordance with its bylaws ("Evertec BR"),

and, as intervening-consenting parties,

1. SINQIA S.A., a publicly held company incorporated and existing in accordance with the laws of the Federative Republic of Brazil, enrolled with CNPJ under No. 04.065.791/0001-99, with head offices in the City of São Paulo, State of São Paulo, at Rua Bela Cintra, No. 755, 7th floor, Consolação, CEP 01415-003, herein represented in accordance with its bylaws ("Sinqia"); and
2. EVERTEC, INC., a listed company in NYSE and incorporated and existing in accordance with the laws of Porto Rico, with head offices at Cupey Center Building, Road 176, Kilometer 1.3, San Juan, Puerto Rico 00926, herein represented in accordance with its bylaws ("Evertec Inc"),

The abovementioned signatories are individually and indistinctly referred to as "Party" and jointly as "Parties".

RECITALS

1. WHEREAS, on the date hereof, the Shareholders hold 3,812,528 common shares issued by Sinqia, representing approximately four point five percent (4.5%) of Sinqia's voting capital stock, distributed among Shareholders in accordance with Exhibit I;

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1. WHEREAS, on the date hereof, certain parties, including other relevant shareholders of Sinqia and Sinqia executed a Merger Agreement and Other Covenants ("Merger Agreement"), which sets forth the main terms and conditions regarding the merger of shares of Sinqia by and into Evertec BR ("Merger of Shares");
2. WHEREAS as a result of the Merger of Shares, upon the fulfilment of the conditions precedent provided in the Merger Agreement, Sinqia's shareholders will receive redeemable shares issued by Evertec BR, which will be immediately redeemed and paid ("Redemption of Shares" and, jointly with the Merger of Shares, the "Transaction"); and
3. WHEREAS the Shareholders approve the Transaction and, as an essential condition for Evertec BR and Evertec Inc. to sign the Merger Agreement, Shareholders have agreed to vote favorably to the Transaction, as well as act exclusively with Evertec BR and carry out all reasonably commercial acts in order to assure closing of the Transaction;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and intended to be legally bound hereby, the Parties hereby agree as follows:

CHAPTER I

DEFINITIONS AND INTERPRETATION

1.1. Definitions. As used herein, the following terms shall have the following meanings:

"Applicable Law" means, as to any Person, any applicable federal, state, local, domestic or foreign constitution, statute, law, ordinance, decree, code, regulation, rule, provisional measure, treaty, ruling, directive, instruction, resolution, determination of any Governmental Authority or Governmental Order, including stock exchange or listing rules, applicable to the relevant Person and/or its business, properties, employees or assets.

"B3" means B3 S.A. - Brasil, Bolsa, Balcão.

"Brazilian Civil Code" means Brazilian Law No. 10,406, dated January 10, 2002, as amended.

"Brazilian Corporations Law" means Brazilian Law No. 6,404, dated December 15, 1976, as amended.

"Business Day" means any day other than Saturday, Sunday or a day on which commercial banks are obligated, authorized or required by Applicable Law to remain closed for business in the cities of (i)São Paulo, State of São Paulo, Brazil, (ii)New York, State of New York, United States, and (iii)San Juan, Puerto Rico.

"Closing" means the consummation of the Merger of Shares and the Redemption, with Sinqia becoming a fully-owned subsidiary of Evertec BR, as described in the Merger

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Agreement.

"Closing Date" means the date of the Closing of the Transaction.

"Control" has the meaning set forth in the Brazilian Corporations Law.

"CVM" means Comissão de Valores Mobiliários - CVM, the Brazilian Securities Commission.

"Governmental Authority" means any international, supranational or national government or other government authority or political subdivision or quasi-Governmental Authority thereof, whether on a federal, national, state, provincial, municipal or local level and whether executive, legislative or judicial in nature, including any agency, entity, body, authority, board, bureau, commission, court, tribunal, judicial or arbitration body or panel, arbitrator, department, commission, professional entity, professional council, registry office or other instrumentality thereof, or any other Person authorized to act on behalf of any of the foregoing, having jurisdiction over the applicable Person, its business, properties, employees or assets.

"Governmental Order" means any order, judgment, decree, award, directive, injunction, writ, sentence, decision, stipulation, determination, award, measure, assessment or similar legal restraint issued or granted by, or binding settlement having the same effect with, any competent Governmental Authority.

"Lien" means any encumbrance, charge, lien, license, pledge, security interest, mortgage, deed of trust, or other similar restrictions on title, use or ownership.

"Person" means any individual, corporation (including any not for profit corporation), general or limited partnership, limited liability partnership, joint venture, trust, firm, company (including any limited liability company or joint stock company), association, organization, investment fund, condominium, Governmental Authority or entity of any kind, in any case incorporated or unincorporated, whether or not a legal entity.

"Protocol" means the Protocolo e Justificação de Incorporação de Ações de Emissão da Sinqia S.A pela Evertec Brasil Informática S.A., as required pursuant to Article 224 and 225 of the Brazilian Corporations Law.

"Reais" or "R$" means the lawful currency of the Federative Republic of Brazil.

"Related Parties" has the meaning assigned to such term in the applicable accounting rules approved by CVM.

"SELIC" means the base interest rate of Sistema Especial de Liquidação e de Custódia - SELIC, as administered by the Central Bank of Brazil, or any other index that may replace it.

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