Legal Notes and Risk Factors

Legal Notes

Exceptions to information and forward-looking statements

Valid makes statements, estimates, intents and assumptions as to future events which are subject to risks. Any statements and estimates, intents and assumptions related to future events involve risks and uncertainties. Several relevant factors considered in future estimates and forward-looking statements may change, making actual results to be substantially different from those contained in these statements and estimates and intents and assumptions may not materialize. These factors include, among others:

  • the direction of future operations;
  • the implementation of operating strategies, including current or potential acquisitions, joint ventures and other investment opportunities;
  • the implementation of funding strategy and CAPEX plans;
  • the utilization of subsidiaries’ tax losses;
  • the factors or trends affecting the financial condition, liquidity or operating results;
  • the implementation of measures required according to the concession agreement signed with the Brazilian government.

The exceptions to the forward-looking statements and information also include those concerning possible or presumed operating results, as well as statements preceded by, followed by or including the words “believes”, “may”, “will”, “continues”, “expects”, “foresees”, “intends”, “plans”, “estimates” or similar expressions.

Forward-looking statements and information do not assure performance. These involve risks, uncertainties and assumptions related to future events, therefore, relying on circumstances that may occur or not. Future results and value for shareholders may significantly differ from those expressed or suggested by forward-looking statements. Most of the factors that will determine these results and values go beyond VALID‘s capacity of control or estimate. Investors are warned about not unduly trusting in any forward-looking statement. Investors must understand that the following relevant factors, in addition to those already mentioned, among others, may affect VALID’s future results and may significantly differ from those contained in these forward-looking statements:

  • overall economy conditions in Brazil, such as economic growth indexes, fluctuations in exchange rates or inflation;
  • general social and political conditions in Brazil;
  • government intervention, resulting in changes in Brazil’s economic, tax, tariff or regulatory scenarios;
  • sector conditions, such as higher demand for services, stiff competition, pressure over pricing, the introduction of new services by VALID or its competitors, changes in technology and in the capacity of obtaining equipment from suppliers without interruptions and at reasonable prices, and the financial condition of its clients; and
  • operating factors, such as the marketing continued success, operating and technological activities and accordingly, the achievement of efficiency levels.

Risk Factors

a) Issuer-related risks

The Company cannot assure that its current agreements in the supply of products and services will be renewed satisfactorily, or even if they will be renewed, as soon as the effectiveness term of these agreements expires.

The Company’s business relies on its capacity of anticipating and quickly being adjusted to the evolution of technological innovations and industrial standards.

Valid may be forced to change its products and services offering or pay higher amounts if there are changes in third parties technology the Company uses or an increase in the price of such technology.

The Company’s strategy involves the acquisition of assets and equity interest, which may not be materialized, or once materialized, may result in operating hindrances and contingencies related to business acquired by it, and also subject to the approval of antitrust agencies, in few cases.

b) Risks related to its direct or indirect controlling shareholder, or group of control

The Company does not have a controlling shareholder.

c) Risks related to its shareholders

Any sale of significant lots of Valid shares may reduce the price of these shares.

The market price and the trading volume of the Company common shares may be volatile and investor may not be able to resell his common shares by acquisition price, or even above it.

The absence of a single controlling shareholder or group of controlling shareholders may leave Valid susceptible to new shareholders alliances, shareholders litigations or unforeseen events.

Holders of Valid common shares may not receive dividends.

d) Risks related to its subsidiaries and associated companies

The risks of associated companies and subsidiaries are similar to the controlling shareholder.

e) Risks related to its suppliers

We cannot anticipate if we will be able to transfer any higher costs of goods to our clients in the future, thus, higher costs may negatively affect our businesses, operating results and our shares value.

Few macroeconomic factors may lead our suppliers to increase prices of their goods in order to offset costs, such as future increases in inflation, for instance, besides the susceptibility to financial and operating hindrances in the case of an economic crisis.

We cannot assure that our suppliers will not make use of irregular practices.

We cannot assure that few suppliers will not raise labor-related issues or related to sustainability, production chain fourth party services and improper security conditions or even if they use these irregularities to gain a lower cost of their products.

f) Risks related to its clients

If Valid’s products have flaws or any problems with its services, the Company may lose clients and revenues and may be exposed to action for damages.

In the event the delivery of products to its clients delay, the Company may incur in contractual fines, lose clients and revenues and may be exposed to action for damages.

Valid may be held accountable if third parties unduly make use of its users’ personal information.

The Company is party in several legal and administrative proceedings filed during the regular course of its businesses. Unfavorable decisions on these proceedings may adversely and significantly affect the business of Valid, its financial condition and operating results, adversely affecting the market price of its common shares.

g) Risks related to the economy sector where the issuer operates

Valid’s markets are highly competitive and its competitors may jeopardize its capacity of selling products and services and reduce its market share.

Businesses of most of Company‘s clients are subject to government regulations and unfavorable amendments in these regulations may adversely affect its business, its financial condition and operating results.

Valid may be adversely affected by any environmental liabilities and the approval of stricter environmental rules and standards.

The Brazilian government had and continues having relevant influence over domestic economy. This involvement, as well as Brazil’s political and economic condition, may adversely affect Valid’s business and the market price of its shares.

In case of political instability, the Company’s operating results and the price of its shares may be adversely affected.

Inflation and Brazilian government efforts to fight against it may significantly contribute to economic uncertainties in Brazil.

The market capitalization of securities issued by Brazilian companies is influenced by the risk perception in Brazil and other emerging economies, which may have a negative effect on Valid shares market price and restrict its access to the international capital markets.

h) Risks related to the regulation of sectors where the issuer operates

See item above.

i) Risks related to foreign countries where the issuer operates

Up to date, the Company does not foresee risks, besides those common in the market and the international business prospects.

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