Material Fact

Curitiba, January 2, 2019 - POSITIVO TECNOLOGIA S.A. ("Company") hereby announces that, on December 31, 2018, Positivo Informática da Bahia Ltda. ("Positivo Bahia"), Company’s subsidiary, entered into an Agreement for the Purchase and Sale of Shares and Other Covenants ("Agreement"), to purchase 80% of the capital of ACC Brasil Indústria e Comércio de Computadores Ltda. ("Accept").

Accept operates mainly in the manufacture and sale of servers and storage, as well as client solutions such as Mini PCs, thin clients and desktops. The company recorded revenues of R$81 million in the 12-month period ended in September 2018, with an annual average revenue growth of 25% in the last 3 fiscal years.

In the terms of the Agreement, the acquisition price was fully structured as Earn Out, with the disbursement of amounts by Positivo Bahia corresponding to up to 50% of Accept’s Earnings Before Income Tax/Social Contribution, calculated annually between 2019 and 2023, with an aggregate amount limited to R$51 million, monetarily restated.

Positivo considers that Accept’s acquisition represents a significant diversification of the business by strengthening the Company’s positioning with a more comprehensive portfolio in the corporate market, during a period of economic recovery and resumption of investments in infrastructure in Brazil.

Positivo Tecnologia informs that this acquisition is not subject to the resolution of the Company’s shareholders, nor will it entail a right of withdrawal, since the premises set forth by Article 256 of the Brazilian Corporation Law and the terms of item 7.3 Circular Letter CVM/SEP/02/2018 were not verified.

Curitiba, January 2, 2019.

Lincon Lopes Ferraz
Financial and Investor Relations Director

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Investor Relations
Phone: +55 (41) 3239-7887
E-mail: [email protected]