Announcement • Apr 03

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Serasa S.A. completed the acquisition of ClearSale S.A. (BOVESPA:CLSA3) from Pedro Chiamulera, Verônica Allende Serra, Innova Global Tech Fundo de Investimento em Participações Multiestratégia, a fund managed by Modal Asset Management Ltda, Innova Capital S.A., Bernardo Carvalho Lustosa and other shareholders.

Serasa S.A. executed the Merger Agreement to acquire ClearSale S.A. (BOVESPA:CLSA3) for approximately BRL 1.9 billion from Pedro Chiamulera, Verônica Allende Serra, Innova Global Tech Fundo de Investimento em Participações Multiestratégia, a fund managed by Modal Asset Management Ltda, Innova Capital S.A., Bernardo Carvalho Lustosa and other shareholders on October 3, 2024. As part of consideration, a price per share of BRL 10.56 is paid towards common equity of ClearSale S.A. The cost to Serasa Experian, net of cash and other closing conditions, amounts to a total of up to BRL 1.905 million ($350 million). Under the terms of the agreement, ClearSale's shareholders will be presented with the option to choose between a cash-based offer or a combination of cash and Experian Brazilian Depositary Receipts (BDRs). Serasa Experian will establish a Level I Brazilian Depositary Receipts (BDR) programme prior to completion of the transaction in order to facilitate the issuance of the BDRs to those ClearSale shareholders who elect to receive Experian BDRs, bank-issued certificates representing shares in Experian on a one-for-one basis for trade on the Brazilian stock exchange. Clear Sale and Serasa agreed to implement a business combination of Clear Sale and Serasa by means of the stock-for-stock merger of all of Clear Sale’s shares into Serasa, which will result in: (i) each of Clear Sale’s shares being exchanged for one new mandatorily redeemable preferred share of Serasa, with no par value (“Serasa Redeemable Shares”), according to the alternative chosen by each shareholder for each of its Clear Sale’s shares, as provided in the Merger Agreement; (ii) Clear Sale becoming a wholly owned subsidiary of Serasa, and (iii) the the compulsory and automatic redemption of all Serasa Redeemable Shares, with the consequent and immediate cancellation of all Serasa Redeemable Shares. The Controlling Shareholders holds 131,839,195 common shares of Clear Sale, representing 70,15% of the total issued and outstanding common shares of ClearSale. In the event of termination of the Merger Agreement, Serasa shall be subject to a non-compensatory penalty in an amount corresponding to BRL 100 million to be paid in favor of Clear Sale and the breaching Controlling Shareholders shall be subject, to a non compensatory penalty in an amount corresponding to BRL100 million to be paid in favor of Serasa. The acquisition of ClearSale extends our ID&F suite, adding transaction fraud detection to Experian plc's existing strengths in account opening and account takeover fraud prevention. ClearSale will add to our growth potential in Brazil and is a further step towards our ambition to provide comprehensive ID&F and credit risk solutions through our integrated platform. The deal is to be funded from a combination of Experian's existing cash resources and by the issuance of Brazilian Depositary Receipts. The acquisition is subject to certain conditions including Company Corporate Approval and Serasa Corporate Approval, the Voting Shareholders approval, regulatory review by the Brazilian Administrative Council for Economic Defense (CADE) and, if approved, will result in the security company being delisted from the stock exchange. The transaction is expected to conclude in the first half of calendar year 2025. In the first full fiscal year of ownership, Experian plc expect the acquisition to add revenues for ongoing activities of BRL 490 million and Benchmark EBITDA of BRL 130 million. The company's founder, Pedro Chiamulera, who holds 35% of the shares, signed a five-year non-compete agreement worth BRL 100 million and in addition, provide consulting services for the integration of operations with Serasa Experian. Btg Pactual Investment Banking Ltda. and Banco Itaú BBA S.A. acted as financial advisor and Fabiano Milani and Luciana Stracieri of Stocche, Forbes, Padis, Filizzola, Clapis Advogados acted as legal advisor to ClearSale. Iain Fenn and Rupert Cheyne of Linklaters LLP acted as legal advisor to Experian PLC. Sérgio Machado, Leonardo Batista and João Pedro Pizarro of Lefosse Advogados acted as legal advisor to Serasa S.A. Serasa S.A. completed the acquisition of ClearSale S.A. (BOVESPA:CLSA3) from Pedro Chiamulera, Verônica Allende Serra, Innova Global Tech Fundo de Investimento em Participações Multiestratégia, a fund managed by Modal Asset Management Ltda, Innova Capital S.A., Bernardo Carvalho Lustosa and other shareholders on April 1, 2025. All conditions have been satisfied.

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