MOBLY S.A.

Publicly-Held Company
CNPJ/MF nº 31.553.627/0001-01
NIRE 35.300.561.201

Material Fact

MOBLY S.A. (“Mobly”), in compliance with the provisions of article 157, paragraph 4 of Law No.
6,404/76 (“Brazilian Corporations Law”) and CVM Resolution No. 44/2021, hereby informs its
shareholders and the market in general that Mobly, and FS – Fundo de Investimento em
Participações Multiestratégia, Fundo Brasil de Internacionalização de Empresas Fundo de
Investimento em Participações Multiestratégia and TS Coinvestimento – Fundo De Investimento em
Participações Multiestratégia (jointly, “Tok&Stok Controlling Shareholders”) have entered into a
Contribution Agreement, on the date hereof, consisting of a capital increase of Mobly through the
contribution, on the closing date, of the shares issued by Estok Comércio e Representações S.A.
(“Tok&Stok”) owned by the Tok&Stok Controlling Shareholders into Mobly, subject to satisfaction
of certain conditions precedent described below (“Contribution Agreement” and “Transaction”).

The minority shareholders of Tok&Stok may decide to adhere to the Contribution Agreement. As a
result of the Capital Increase, on the closing date of the Contribution Agreement:

(i) if the minority shareholders of Tok&Stok elect not to adhere to the Contribution
Agreement, Tok&Stok shall become controlled by Mobly (as illustrated below); or
 (ii) if the Tok&Stok´s minority shareholders adhere to the Contribution
Agreement, Tok&Stok will become wholly-owned subsidiary (as illustrated below).

In both cases, Mobly shall continue to exist as a public company listed on the Novo Mercado.

1 Transaction Rationale

The Transaction aims to strengthen Mobly’s market presence through diversification and
complementarity of product portfolio and services, as it seeks to combine the strong and
established reputation of both brands, reaching diverse audiences across all market
segments.

Additionally, the Transaction allows both companies to leverage for each other’s expertise
to strengthen the value proposition of each company – namely Mobly’s technology and
logistics and Tok&Stok’s product development and store experience.

Upon the satisfaction of the conditions precedent and other terms and conditions for the
implementation of the Transaction, Mobly will be able to deliver a unique experience to its
customers by offering a tech-centered business model with strong physical presence in a
true omnichannel experience.

2 Synergies

Mobly identified significant potential synergies that should benefit its cash generation at
maturity. According to a detailed analysis developed by advisors engaged by Mobly, Mobly’s
cash generation could have the potential to gradually improve until it reaches additional R$
80.0 million to R$ 135.0 million per year in a 5-year period. The main identified synergies
include:

(i) Costs: direct procurement gains due to verticalization, indirect procurement

optimization and use of best of both transportation models to optimize logistics costs.

(ii) Taxes: use of tax benefits and credits of both companies

(iii) Other: cross-sell, e-commerce enhancement and infinite shelf items.

3 Main terms of the Capital Increase

Mobly is a Brazilian public company, with shares listed on the Novo Mercado, and Tok&Stok
is a Brazilian private company, both of which operating in the furniture and homeware sector.

The Contribution Agreement provides for the implementation of a capital increase of Mobly
to be carried out through the contribution, by the Tok&Stok Controlling Shareholders, of the
totality of the shares owned by them in Tok&Stok into Mobly’s capital stock, in accordance
with Articles 8, 166 and 170 of the Brazilian Corporations Law and CVM Resolution 81/2022,
 subject to the satisfaction (or waiver, as applicable) of certain conditions precedent
described below (“Capital Increase”).

The Capital Increase will occur based on the following main terms and conditions: (i) the
economic value of the totality of Tok&Stok’ shares, as appraised by an expert engaged and
approved by Mobly general shareholders’ meeting, shall correspond to, at least,
R$112,346,848.72.00; (ii) in accordance with Article 170, §1º, II, of the Brazilian
Corporations Law, the issuance price of each Mobly’s share to be issued as a result of the
Capital Increase shall correspond to the net equity value per share of Mobly, as publicly
disclosed by Mobly in its most recent interim financial statements available at the time of the
call of Mobly general shareholders’ meeting which shall resolve on the Capital Increase; (iii)
each Tok&Stok’s share shall entitle the Tok&Stok Controlling Shareholders to subscribe for
0.098789 new Mobly shares in the Capital Increase (disregarding any fractional shares); and
(iv) the Tok&Stok Controlling Shareholders shall be entitled to a warrant, which entitles the
right to subscribe new additional 0.555556 Mobly’s share per each Mobly share subscribed
in the Capital Increase.

In addition to the Capital Increase, Mobly will issue convertible debentures to its
shareholders and to certain affiliates of the Tok&Stok Controlling Shareholders (“Affiliate
Creditors”). Such Affiliate Creditors will be able to subscribe and pay-in the convertible
debentures with the then total outstanding balance of a loan agreement executed by Affiliate
Creditors as lenders and Tok&Stok as borrower. The convertible debentures will entitle its
holders the right to subscribe additional new Mobly common shares (“Convertible
Debentures”).

4 Tok&Stok Minority Shareholders Adherence

The Tok&Stok Controlling Shareholders will notify the other shareholders of Tok&Stok,
offering them the opportunity to (i) adhere to the Contribution Agreement, through the
execution of a term of adherence, whereby they will undertake, in an irrevocable and non-
retractable manner, the rights and obligations attributable to them in the Contribution
Agreement in equivalent conditions as the Tok&Stok Controlling Shareholders, consistently
with their pro rata equity stake to be contributed in the Capital Increase, including without
limitation pro rata rights to participate in the Capital Increase, subscribe warrants and be
subject to a 2-year lock-up period; and (ii) subscribe and pay-in the Convertible Debentures
with the then outstanding balance of certain credits held by them against Tok&Stok.

5 Mobly Shareholders’ Approval and Conditions Precedent

The effectiveness of the Capital Increase is conditioned upon (i) the approval of Mobly’s
shareholders at Mobly shareholders' meetings which will resolve on the Capital Increase;
(ii) the approval of Administrative Council for Economic Defense; (iii) the filing of Tok&Stok’s
debt restructuring with the competent Governmental Authority and its validation
(homologação) by the competent Governmental Authority, as well as (iv) the verification of
certain other customary conditions precedent, as set forth in the Contribution Agreement.
Once the conditions precedent are satisfied, Mobly's Board of Directors shall set the date on
which the Capital Increase shall be effectively consummated and shall release a Material
Fact announcing the closing date and the details of the closing procedures.

6 Voting Commitment

The parties of the Contribution Agreement and Home24 Holding GMBH & CO. KG, Mobly’s
current controlling shareholder (“Home24”), also executed, on the date hereof, the Voting
Commitment Agreement and Other Covenants, whereby each of Home24 and Tok&Stok
 Controlling Shareholders has undertaken obligations to implement the Capital Increase
(“Voting Commitment”). By means of the Voting Commitment Home24, as controlling
shareholder of Mobly, will vote in favor of the Capital Increase and consummation of the
Transaction, and also in favor of the election of a new composition of the Board of Directors,
formed of 7 members, with 2 indicated by Home24, 2 by other Mobly minority shareholders,
1 by Tok&Stok Controlling Shareholders and 2 independent members, for a tenure of 2 years
following closing of the Transaction; and Home24 assigns without cost its preemptive rights
to subscribe and participate in the Capital Increase to the Tok&Stok Controlling
Shareholders and to the Affiliate Creditors in relation to the Convertible Debentures (“Voting
Commitment”).

7 Lock-up

At closing, the Tok&Stok Controlling Shareholders, the minority shareholders of Tok&Stok

which adheres to the Contribution Agreement, if and as applicable, and the Affiliate Creditors
will execute a lock-up agreement through which they will undertake not to transfer to any
third party any Mobly common shares that they receive at closing, as a result of the exercise
of the warrant, or upon the conversion of the Convertible Debentures, as applicable, for a
period of two years from the closing date.

8 Break-up fee

The breach by any of Mobly or Tok&Stok Controlling Shareholders of the following

obligations as a result of willful misconduct, gross negligence or any other act or omission
in bad faith of such party will cause the termination of the Contribution Agreement and the
payment, by the breaching party, of a break-up fee of R$ 20,000,000.00, adjusted by CDI
Rate from the execution date of the Contribution Agreement until the date of effective
payment: (i) any representation and warranty made by Tok&Stok Controlling Shareholders
is considered false and incorrect; (ii) Affiliate Creditors have not adhered to the Contribution
Agreement until the closing date; (iii) non-compliance of the covenants and obligations of
Tok&Stok Controlling Shareholders and Affiliate Creditors in the Contribution Agreement
and the Voting Commitment, as applicable, required to have been performed prior to the
closing date; (iv) any representation and warranty made by Mobly is considered false and
incorrect; and (v) non-compliance of the covenants and obligations of Home24 and Mobly in
the Contribution Agreement and the Voting Commitment, as applicable, required to have
been performed prior to the closing date.

9 Extraordinary General Meetings

Mobly’s general meeting that will resolve on the Capital Increase will be called in due course
and Mobly will keep its shareholders and the market informed about relevant updates
regarding the matters addressed herein.

10 Additional Information
Mobly will host a videoconference tomorrow (August 9) at 15:30 (BRT) / 14:30 (EDT) to
discuss the details of the Transaction. The event will be held in the following link: Mobly |
Transaction Call.

São Paulo, August 8, 2024

Marcelo Rodrigues Marques

Chief Financial and Investor Relations Officer
MOBLY S.A.