Valid Soluções S A : Material Fact - Capital Increase

MATERIAL FACT

CAPITAL INCREASE

Rio de Janeiro, january 7, 2021 - Brazilian multinational Valid Soluções S.A. ("Company") (B³: VLID3 ON), specializing in secure identification platforms, pursuant to Law 6,404 and CVM Instruction 358/2002, hereby communicates to its shareholders and the market in general that the Board of Directors approved, on this date, the Company's capital increase, with the granting of subscription warrants, under the following conditions:

1. INCREASE OF THE COMPANY'S SHARE CAPITAL

The Company's Board of Directors approved, on this date, the increase of the Company's share capital in the amount of R$65,678,937.50 (sixty-five million, six hundred and seventy-eight thousand, nine hundred and thirty-seven reais and fifty centavos), and a maximum amount of R$131,357,875.00 (one hundred and thirty- one million, three hundred and fifty-seven thousand, eight hundred and seventy-five reais), through the issue of common, registered, book-entry shares with no par value ("Shares") for private subscription, within the limit of the authorized capital ("Capital Increase"), with the granting of subscription warrants as an additional bonus to shareholders subscribing to the shares within the scope of the Capital Increase ("Subscription Warrants").

In view of the combination of the Capital Increase and the Subscription Warrants, the Company reports that Alaska Asset Management and its respective investment vehicles have informed their interest in exercising their preference rights, as well as to participate in the subscription of remaining unsubscribed shares, subject to market conditions and in compliance with the regulations of their respective investment funds and applicable legislation.

The conditions for the Capital Increase and Subscription Warrants are as follows:

1. Amount of the capital increase: The amount of the capital increase will be a minimum of R$65,678,937.50 (sixty-five million, six hundred and seventy-eight thousand, nine hundred and thirty-seven reais and fifty centavos) and reach a maximum of R$131,357,875.00 (one hundred and thirty-one million, three hundred and fifty-seven thousand, eight hundred and seventy-five reais).
2. Number and Type of Shares to be Issued: A minimum of 7,193,750 (seven million, one hundred and ninety-three thousand, seven hundred and fifty) Shares ("Minimum Number of Shares") and a maximum of
   14,387,500 (fourteen million, three hundred and eighty-seven thousand and five hundred) Shares will be issued.
3. Issue Price: The issue price will be R$ 9,13 (nine reais and thirteen centavos) per Share, established pursuant to Article 170, first paragraph, item III, of the Brazilian Corporations Law, based on the Volume

About Valid:

We live in an economy of trust, where identity is the currency, and identification is what gives it value. For Valid (B3: VLID3 - ON), identification means recognizing something or someone as true. We are present in people's identity documents, bank cards, mobile transactions, and use cutting-edge technology in all these solutions. Valid has 6,000 employees in 16 countries who take into consideration cultural and regional particularities to deliver customized and integrated solutions. We are the largest company in the issue of identification documents in Brazil; are ranked fifth in the global production of SIM Cards; and are among the world's 10 largest card manufacturers. Identification is our raison d'être. For more information, go to www.valid.com

Weighted Average Price (VWAP) of the Company's shares in the last 60 (sixty) sessions of B3 SA - Brasil, Bolsa, Balcão ("B3") prior to January 6, 2021 (inclusive).

1. Confirmation of a Partial Subcription: A partial subscription and the consequent confirmation of a partial capital increase will be allowed if the subscription of new Shares reaches the Minimum Number of Shares and the minimum amount of the Capital Increase ("Minimum Subscription").
2. Use of Proceeds: The proceeds from the Capital Increase will be used to strengthen the Company's capital structure, improve its cash position, reduce its consolidated financial leverage and for general corporate purposes.
3. Cut-offDate and Subcription Rights. Shareholders will have the preference right to subscribe to shares in proportion of 0.202000702 (zero point two zero two zero zero zero seven zero two) new common share for every 1 (one) share held by them, according to the close of B3's trading session on January 12, 2021
   ("Cut-offDate"). In percentage terms, shareholders will be able to subscribe a number of new shares corresponding to 20.20007020% (twenty point two zero zero zero seven zero two zero percent) of the number of shares held at the close of B3 trading on the Cut-off Date. Fractions of shares resulting from the calculation of the percentage for the exercise of the subscription right, as well as the right to subscribe to the remaining shares or apportionment of shares will not be allowed. Fractions of shares will subsequently be grouped into whole numbers of shares and will be object of an apportionment of remaining shares and may be subscribed by shareholders who expressed interest in the remaining shares during the subscription period.
4. Trading of ex-subscriptionrights shares: The shares issued by the Company acquired as of January 13, 2021 (inclusive) will not be entitled to preference rights by the acquiring shareholder and will therefore be traded ex-subscription rights.
5. Dividends and Other Advantages: The Shares to be issued shall have the same conditions as the existing shares and will be entitled to all benefits, including dividends, interest on equity and any monetary remunerations that may be declared by the Company.
6. Payment Form: The payment of the issue price will be made in cash, in national currency, on the subscription date.
7. Deadline Period for the Exercise of the Preference Right: The holders of the Company's Shares may exercise their preference right to subscribe to shares from January 13, 2021 (inclusive) to February 11, 2021 (inclusive) ("Preference Right Deadline Period").
8. Procedures for Subscribing to Shares: The procedure for subscribing for the Shares is fully described in item 4 of the Attachment to this Material Fact and Notice to Shareholders. Shareholders with shares: (i) held in custody at the B3 Central Depositary ("Central Depositary") must exercise their subscription rights through their custody agents pursuant to the terms and procedures established by B3; and (ii) registered with Banco do Brasil S.A., the bookkeeping agent for the shares issued by the Company ("Bookkeeping

About Valid:

We live in an economy of trust, where identity is the currency, and identification is what gives it value. For Valid (B3: VLID3 - ON), identification means recognizing something or someone as true. We are present in people's identity documents, bank cards, mobile transactions, and use cutting-edge technology in all these solutions. Valid has 6,000 employees in 16 countries who take into consideration cultural and regional particularities to deliver customized and integrated solutions. We are the largest company in the issue of identification documents in Brazil; are ranked fifth in the global production of SIM Cards; and are among the world's 10 largest card manufacturers. Identification is our raison d'être. For more information, go to www.valid.com

Agent") must exercise their subscription rights by February 11, 2021, at 4:00 p.m., Brasília time, at one of the Bookkeeping Agent's specialized branches by signing the subscription form, pursuant to the procedures described in item 4 (xv) of the Attachment to this Material Fact and Notice to Shareholders.

1. Assignment of Subscription Preference Rights: Preference rights may be freely assigned by the Company's shareholders to third parties, under the terms of Article 171, Paragraph 6, of the Brazilian Corporations Law. Shareholders with Shares issued by the Company thar are registered at the Bookkeeping Agent may assign their respective preference rights by filling in the assignment of rights form. Shareholders with Shares in custody at the Central Depository who wish to exercise their preference rights must do so through their custody agents and in accordance with the rules established by the Central Depository.
2. Trading of Subscription Rights on the Stock Exchange: Subscription rights will be admitted to trading on B3, from January 13, 2021 to February 8, 2021 (inclusive). Shareholders whose shares are in custody at the Central Depository and who wish to trade their subscription rights on the stock exchange may issue sales orders to their respective brokers.
3. Documents Required for Subscribing to Shares and Assigning of Rights: The documents required for subscribing to the Shares are detailed in item 4 of the Attachment to this Material Fact and Notice to Shareholders.
4. Subscription Receipts.

1. Subscription Receipts at the Central Depositary: The subscription receipts for subscribed shares under the exercise of preference rights at B3 will be available to subscribers the day following the payment date for the respective shares, carried out within the Period to Exercise the Preference Right. The subscription receipts for subscribed shares under the exercise of request for remaining shares at B3 will be available to subscribers on the date defined in the notice to the market that will provide details on the deadline and procedures for subscribing to remaining shares at the Central Depositary.
2. Subscription Receipts at the Bookkeeping Agent: Subscription receipts for subscribed shares under the exercise of preference rights at the Bookkeeping Agent (book-entry environment) will be available to subscribers immediately after the signing of the subscription form. The subscription receipts for subscribed shares under the exercise of request for remaining shares at the Bookkeeping Agent will be available to subscribers on the date defined in the notice to the market.

1. Trading of Subscription Receipts. Subscription receipts will be available for trading on B3 from February 12, 2021 until the date the capital increase is confirmed.
2. Procedures for the Remaining Unsubscribed Shares After the preference right exercise period has expired, the Company will carry out an apportionment of remaining unsubscribed shares. The treatment to be given for the remaining unsubscribed shares are detailed in item 4(xviii) of the Attachment to this Material Fact and Notice to Shareholders. The specific procedures and terms for subscribing and payment of remaining

About Valid:

We live in an economy of trust, where identity is the currency, and identification is what gives it value. For Valid (B3: VLID3 - ON), identification means recognizing something or someone as true. We are present in people's identity documents, bank cards, mobile transactions, and use cutting-edge technology in all these solutions. Valid has 6,000 employees in 16 countries who take into consideration cultural and regional particularities to deliver customized and integrated solutions. We are the largest company in the issue of identification documents in Brazil; are ranked fifth in the global production of SIM Cards; and are among the world's 10 largest card manufacturers. Identification is our raison d'être. For more information, go to www.valid.com

unsubscribed shares will be detailed in new notices to shareholders to be disclosed by the Company in due course.

1. Receival and Start of Trading of the Subscribed Shares: The subscribed Shares will be credited to their subscribers within 3 (three) Business Days after the Capital Increase is confirmed by the Board of Directors. Trading of the new Shares at B3 will begin as soon as the Capital Increase is confirmed by the
   Company's Board of Directors.
2. Subscription for Remaining Shares: Remaining and fractions of shares will be grouped and made available for a new subscription round on a date to be duly informed by the Company. Shareholders who wish to participate in a new subscription round must necessarily inform this intention when exercising their preference right.
3. Number of Subscription Warrants: 1 (one) subscription warrant, in a single series, will be granted as an additional bonus to the subscribers of each new Share in the Capital Increase, totaling the issue of a minimum of 7,193,750 (seven million, one hundred and ninety-three thousand, seven hundred and fifty) and a maximum of 14,387,500 (fourteen million, three hundred and eighty-seven thousand and five hundred) Subscription Warrants. Each Subscription Bonus will grant its holder the right to subscribe 1 (one) common share.
4. Value of the Subscription Warrant: The Subscription Warrants will be issued with no value since they will be attributed as an additional bonus to the subscribers of the Shares.
5. Exercise Price: The exercise price of each Subscription Warrant, which corresponds to the issue price per share, is R$10.96 (ten reais and ninety-six centavos), corresponding to 120% of the issue price of the shares approved for the Shares to be issued under the Capital Increase ("Exercise Price"). The Subscription Warrants may be exercised on the 12th and 18th months following the issue date, that is, on March 3rd and September 5th, 2022, respectively, in compliance with the procedures established by the Bookkeeping Agent and B3, at the sole discretion of the holder, and the holders must express their intention to exercise in writing to the Company, or via their custody agent to B3, as applicable. For all legal purposes, the exercise date will be the date in which the request to exercise was received by the Company or B3, as applicable. The procedures for the exercise of the Subscription Bonus will be duly informed by the Company by means of a Notice to Shareholders.
6. Form and Issue: The Subscription Warrants will be registered in book-entry form and will be automatically issued, along with the Shares, when the Capital Increase is confirmed by the Company's Board of Directors.
7. Maturity: The Subscription Warrants will be valid for a period of 18 (eighteen) months from the date of its issue, that is, on September 5, 2022 ("Warrant Expiration Date"). After the Warrant Expiration Date,
   Subscription Warrants that were not exercised will automatically lose their effectiveness, without the need for any additional formality, and will be cancelled.

About Valid:

We live in an economy of trust, where identity is the currency, and identification is what gives it value. For Valid (B3: VLID3 - ON), identification means recognizing something or someone as true. We are present in people's identity documents, bank cards, mobile transactions, and use cutting-edge technology in all these solutions. Valid has 6,000 employees in 16 countries who take into consideration cultural and regional particularities to deliver customized and integrated solutions. We are the largest company in the issue of identification documents in Brazil; are ranked fifth in the global production of SIM Cards; and are among the world's 10 largest card manufacturers. Identification is our raison d'être. For more information, go to www.valid.com