ALLIANÇA SAÚDE E PARTICIPAÇÕES S.A. (“Company” or “Alliança”) (B3: AARL3), in compliance with the provisions of art. 157, § 4.º, of Law No. 6,404, of December 15, 1976, as amended (“Corporate Law”) and in CVM Resolution No. 44, of August 23, 2021, as amended, informs to its shareholders and the market in general that, in a meeting that began on March 21, 2024, suspended, and resumed on this date, at 8:00 am, the Company’s Board of Directors approved the following matters:
- Ratify the execution of an Advance Instrument for Future Capital Increase (“AFAC”) with its controlling shareholder, Lormont Participações S.A. (“Lormont”), which took place on March 21, 2024, through which Lormont assumed the obligation to make a new contribution to the Company in the amount of R$250,000,000.00 (two hundred and fifty million reais), committing to transfer said amount by March 25, 2024;
- in view of the execution of the AFAC, as well as the AFAC previously carried out by Lormont, in the amount of R$ 200,000,000.00 (two hundred million reais), as disclosed by the Company in a Material Fact dated 22 September 2023 (“AFACs”), approve the Company’s capital increase in the total amount of R$450,000,000.00 (four hundred and fifty million reais) through capitalization of credits to be held by Lormont against the Company in resulting from the AFACs, pursuant to article 171, §2, of the Brazilian Corporation Law (“Capital Increase”); and
- determine that the Board of Directors carry out studies to evaluate and recommend the criteria for setting the share issue price within the scope of the Capital Increase, in view of the provisions of article 170, paragraph 1, of the Brazilian Corporation
The Board of Directors also decided that, after defining the share issue price, a new Meeting of the Board of Directors will be called so that, at this opportunity, the issue price and the quantity of shares to be issued within the scope of the Capital Increase, as well as defined and disclosed the dates for exercising the preemptive right, possible apportionment of surplus, as well as other relevant elements for carrying out the capital increase.
The Company will disclose the information required by Annex E to CVM Resolution No. 80/22 in due course, on the occasion of the Board of Directors Meeting that will ratify the issue price and other aspects related to the Capital Increase.
The Company will keep its shareholders and the market informed about the Capital Increase.
São Paulo, March 22 2024.
ALLIANÇA SAÚDE E PARTICIPAÇÕES S.A.