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CENTRO DE IMAGEM DIAGNOSTICS S.A. ("Company". "Alliar") (B3: AALR3) in compliance with art. 157, § 4, of Law No. 6.404, of December 15, 1976, as amended and to the provisions of Securities Commission Resolution No. 44, of August 23, 2021, informs its shareholders and the market, that on March 11, 2022 it received, for disclosure to the market, a copy of the letter sent by the representatives of the shareholders of the Companys control block, signatories of the shareholders agreement executed on August 20, 2021, as amended ("Controlling Shareholders") to Fonte de Saúde Fundo de Investimento em Participações Multiestratégia ("Buyer") containing a survey of Controlling Shareholders, in order to have an indication of (i) the number of shares that each selling shareholder, in accordance with the Agreement for the Purchase and Sale of Shares and Other Covenants entered into on December 21, 2021 ("Agreement"), intends to sell at the closing of the purchase and sale transaction, and (ii) the number of shares that each selling shareholder wants to bind to to Alliar share put option agreement referred to in the Agreement.
In this regard, the letter informs the following consolidated result of the research, on that date:
(a) total number of shares object of the purchase and sale: 57,009,219 shares, representing 48.19% of the shares issued by Alliar;
(b) total number of shares subject to the put option: 5,391,623 shares, representing 4.56% of the shares issued by Alliar;
(c) total number of free and unencumbered shares at this time to be sold in the purchase and sale: 50,154,878 shares, representing 42.40% of the shares issued by Alliar and 87.97% of the shares referred to in item (a) above; and
(d) total number of shares that are still encumbered at this time and that, in order to be effectively sold in the purchase and sale, must be free and unencumbered in accordance with the provisions of the Agreement: 6,860,121 shares, representing 5.80% of the shares issued by Alliar and 12.03% of the shares referred to in item (a) above
The entire contents of the letter can be found as Attachment I to this material fact
The Company reiterates its commitment to keep the market informed about material facts and acts, in compliance with applicable regulations.
São Paulo, March 14, 2022.
To access the full document, click here.
CEO & IRO