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08/26/2021

Material Fact: Restrict Offer of Shares (SQIA3)

We inform that our Board of Directors approved, in a meeting held on this date, the launching a public offer for primary offer of, initially, 11,580,000 registered common shares, without par value, free and clear of any liens or encumbrances, to be issued by the Company (“Common Shares” and “Restricted Offering”), with restricted placement efforts in Brazil, pursuant to CVM Instruction No. 476/2009, as amended, and abroad pursuant to Rule 144A and Regulation S, under the United States Securities Act of 1933, as amended (“Securities Act”).

The Restricted Offering may be increased by up to 100% of the total number of Common Shares initially offered, or up to 11,580,000 additional Common Shares (“Additional Common Shares”), at the same price and under the same conditions of the Common Shares initially offered.

The Restricted Offering will be made to: (i) no more than 75 professional investors in Brazil, of which up to 50 may subscribe to the Common Shares, pursuant to CVM Instruction No. 476/2009, as amended; (ii) certain persons in the United States reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act; and (iii) outside the United States and Brazil to institutional and other investors that are not U.S. persons (as defined in Regulation S under the Securities Act).

The pricing of the Restricted Offering is expected to occur on or about September 2, 2021.

Within the scope of the Restricted Offering, the issuance of the Common Shares by the Company will be carried out excluding: (i) the preemptive rights of its current shareholders, pursuant to article 172, item I, of Law No. 6,404/1976, as amended, and Article 5, paragraph 3, of the Company’s bylaws. The issuance of the Common Shares will be carried out within the limit of the authorized capital established in the Company’s bylaws.

Each current shareholder of the Company shall have the right to subscribe: (a) at least up to 0.164279 Common Shares for each Common Share issued by the Company currently held by such current shareholder at the end of the trading session on August 31, 2021, considering the placement of the Common Shares, but without considering the placement of Additional Common Shares; or (b) at most, up to 0.328559 Common Shares for each Common Share issued by the Company held by such current shareholder on August 31, 2021, considering the placement of Common Shares and the placement of all Additional Common Shares (“Proportional Subscription Limit”). If such proportion results in a fraction, the Proportional Subscription Limit will be limited to the whole number calculated without rounding and disregarding any additional fraction of Common Shares. Within the scope of the Restricted Offering, there is no minimum investment amount to be made by the Company’s shareholders, but the maximum investment amount is subject to the respective Proportional Subscription Limit.

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