WIZ SOLUÇÕES E CORRETAGEM DE SEGUROS S.A.

CNPJ n° 42.278.473/0001-03

NIRE 53.300.007.241

Publicly Held Company

MATERIAL FACT

WIZ SOLUÇÕES E CORRETAGEM DE SEGUROS S.A. (B3:WIZS3) ("Company" or "WIZ"), in compliance with article 157, §4º, of Law n. 6.404/76, as amended ("Brazilian Corporation Law") and under the terms of CVM Instruction n. 358, of January 3rd, 2002, as amended, informs to its shareholders and the market in general that, at this very date, settled the Equity Interest Assignment Agreement with Extreme Digital Consultoria e Representações Ltda. ("EDS"), whereby has committed itself to dispose 50.1% (fifty integers and one tenth percent)("Transaction" and "Equity Interest") of GR1D Tecnologia S.A ("GR1D") representative shares ("Sale of Control").

  1. Sale of Control. Assignment and transfer, by the Company, of society participation correspond to 50.1% (fifty whole and one tenth percent) of GR1D Tecnologia S.A to EDS. In return of the Sale of Control, the EDS will remain responsible for the integral costing of the GR1D in the social exercises of 2021 and 2022, to be performed after the fulfillment of certain conditions precedent, beyond to those described in items "a" and "b" below:
    1. Capitalization. The Sale of Control is subject to prior capitalization, by GR1D, of all advances for the future increase of capital made by the Wiz, which will result in an increase in wiz's equity interest in GRID to 96.73% (ninety-six integers and nine tenth percent)("Capitalization"), remaining at CSMG, the only other shareholder, with a 3.27% (three whole and twenty-eighth percent) equity interest.
    2. Call Option CSMG. Simultaneously to the conclusion of the Contract, and conditional on the Sale of Control, CSMG partially exercised a 6.73% equity call option of shareholding in GR1D, of 6.73% (six whole and seventy-three hundredths of a cent), so that, simultaneously with the Closing of the Sale of Control, WIZ shall transfer to CSMG a share holding interest in GR1D corresponding to 6.73% (six and seventy-three hundredths) of the share capital of GR1D.
  2. Final Corporate Composition. Once the items "a" and "b" are implemented, as well as other suspensive conditions for this type of transaction, GR1D's corporate composition will be distributed as follows: (i) WIZ: 39.9% (thirty-nine integers and nine tenths percent) of GR1D's share capital and (ii) CSMG: 10% (ten percent) of GR1D's share capital; and EDS: 50.1% (fifty ins and one tenth) of GR1D's share capital.
  3. Call and Put Options. There is also, in the instruments, provision of (a) grant by EDS, for the benefit of WIZ, of a call option for repurchase of the entire equity interest of 50.1%, to be

potentially exercised between 01/01/2024 and 31/03/2024, depending on the achievement of agreed targets and (b) granted by WIZ for the benefit of EDS, a put option for disposal by EDS and acquisition, by WIZ, of the entire equity interest of 50.1%, to be potentially exercised between 01/01/2024 and 31/03/2024, depending on the achievement of certain agreed targets.

The Company's Management ("Management") consider the Transaction as a strategic action, since brings to GR1D a strong partner on the technological solutions supply market.

The Transaction and its effective realization are bond to usual suspensive conditions of this business transaction kind, including the approval by Brazilian Antitrust Authority (Conselho Administrativo de Defesa Econômica - CADE).

As prescribed by the applicable legislation, the Company will keep it shareholders and the market informed of the facts here described developments.

Brasília/DF, December 22th, 2020.

WIZ SOLUÇÕES E CORRETAGEM DE SEGUROS S.A.

Heverton Pessoa de Melo Peixoto

Chief Executive and Investor

Relations Officer.

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Wiz Soluções e Corretagem de Seguros SA published this content on 22 December 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2020 01:46:01 UTC