Notice to the Market - Business Combination between GNDI and Hapvida: Closing Schedule

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NOTRE DAME INTERMÉDICA	HAPVIDA PARTICIPAÇÕES E
PARTICIPAÇÕES S.A.	INVESTIMENTOS S.A.
CNPJ 19.853.511/0001-84	CNPJ 05.197.443/0001-38
Publicly-held company	Publicly-held company

NOTICE TO THE MARKET

PROCEDURES RELATED TO THE CONSUMMATION OF THE BUSINESS

COMBINATION BETWEEN GNDI3 AND HAPV3

Notre Dame Intermédica Participações S.A. (B3: GNDI3) and Hapvida

Participações e Investimentos S.A. (B3: HAPV3) (Hapvida) (GNDI and, jointly with Hapvida, the Companies), in addition to the material fact disclosed on January 4, 2022, in which the Companies informed that the decision of CADE's General Superintendence that approved the business combination between Hapvida and GNDI (Transaction) without restrictions became final and unappealable, inform their respective shareholders the next steps for the consummation of the Transaction (Closing), as follows:

1. Summary of the transaction structure

Pursuant the "Protocol and Justification of the Merger of Shares of Issuance of Notre Dame Intermédica Participações S.A. by Hapvida Participações e Investimentos II S.A., followed by the Merger of Hapvida Participações e Investimentos II S.A. by Hapvida Participações e Investimentos S.A." entered into on February 27, 2021 (Protocol and Justification) and as approved at extraordinary general meetings of Hapvida and GNDI held on March 29, 2021, the Transaction contemplates, as interdependent and connected transactions:

1. Merger of GNDI's Shares by HapvidaCo. The merger of all GNDI shares by Hapvida Participações e Investimentos II S.A (HapvidaCo), by means of the issuance to GNDI's shareholders, for each one (1) merged share of GNDI, of one
2. 1. common share (HapvidaCo Common Share) and one (1) mandatorily redeemable preferred share issued by HapvidaCo (Redeemable Preferred Share)
3. Redemption of HapvidaCo's Preferred Shares. The redemption of all the Redeemable Preferred Shares issued by HapvidaCo, with the payment until the third to last Business Day of the month immediately following the Closing Date (as defined below), for each one (1) Redeemable Preferred Share that has been redeemed, of the Cash Portion (duly adjusted, as indicated below); and
4. Merger of HapvidaCo by Hapvida. The merger of HapvidaCo by Hapvida, with the consequent dissolution of HapvidaCo and succession by Hapvida, of all its assets, rights, and obligations, as well as the migration of GNDI's shareholders to Hapvida through the receipt of new common shares of Hapvida issued based on the Exchange Ratio (duly adjusted as indicated below) (Hapvida New Shares).

Schedule Icontains a summary of the main steps of the Closing described in this notice.

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1. Updated Cash Portion

Upon the consummation of the Transaction, GNDI's shareholders shall be entitled to receive, for each common share issued by GNDI owned, in consideration for the redemption of each one of the Redeemable Preferred Shares, the amount corresponding on this date to R$5.12601160179 (Cash Portion).

Pursuant the terms of the Protocol and Justification, the payment of the Cash Portion will be made until the third to last Business Day of the month immediately following the Closing Date, that is, on March 29, 2022 (pursuant the schedule below).

The Cash Portion indicated above already considers (i) the discount of the extraordinary dividends declared by GNDI in the total amount of R$1,000,000,000.00 (corresponding to the gross value of R$ 1.613026961 per share), pursuant to the material fact disclosed by GNDI on this date (Extraordinary Dividends), as well as (ii) the adjustment by the variation of the CDI over the total amount of R$4,000,000,000.00 as of March 29, 2021 (exclusive) until this date (inclusive).

The Companies will inform the market in due course the final value of the Cash Portion adjusted by the CDI until the Closing Date.

The amount of the Cash Portion is gross, without considering possible tax impacts on the payment to resident or non-resident shareholders of GNDI, as informed below.

Additionally, as the adjusted Cash Portion is a fractional amount, its payment to GNDI's shareholders may be subject to rounding, if necessary.

1. Final exchange ratio

Upon consummation of the steps described above, GNDI's shareholders will also receive, for each GNDI common share owned, 5.2436 Hapvida common shares (Final Exchange Ratio).

Pursuant the terms of the Protocol and Justification, the Exchange Ratio above already contemplates the adjustments arising from the Companies' declarations of profits to its shareholders (except for the Extraordinary Dividends, which are deducted from the Cash Portion).

IV. Closing

The Closing will contemplate the performance of several interdependent and linked acts, on distinct dates, as indicated below:

1. February 11, 2022: final trading day of GNDI's shares at B3 and Closing Date of the Transaction. For the purposes of the Transaction, the shareholders of GNDI shall be considered (both for the purposes of the Transaction and to be entitled to receive the Extraordinary Dividends declared by GNDI) those who hold GNDI shares at the closing of the trading session of February 11, 2022 (Base Date). The Closing will occur on this date, after the closing of trading of GNDI's shares at B3.
2. February 14, 2022: beginning of trading of Hapvida New Shares on B3.
3. February 16, 2022: the effective credit of Hapvida New Shares in the custody accounts of GNDI's shareholders.
4. March 29, 2022: payment by GNDI to GNDI's shareholders of the amount corresponding to the Extraordinary Dividends declared by GNDI.
5. March 29, 2022: payment by HapvidaCo (or its successor) to GNDI's shareholders of the final amount corresponding to the Cash Portion.

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1. GNDI's shareholders with shares directly registered in the book-entry share register

The procedures and dates above are exclusive for GNDI shareholders that, on the Base Date, have their GNDI's shares in custody at a custodian agent admitted at B3.

GNDI's shareholders with shares registered directly in a deposit account opened with Itaú Corretora de Valores S.A. (Itaú), as the depositary institution responsible for the bookkeeping of their shares (GNDI Book-entry Shareholders) will have their credits available according to the bank domicile provided to the depositary institution.

Shareholders with outdated records must go to an Itaú bank branch with its identification documents and proof of residence to request the update.

Upon the occurrence of the Closing, the Hapvida New Shares will be deposited in the accounts indicated by the GNDI Book-entry Shareholders on February 16, 2022, whereas the Cash Portion and the Extraordinary Dividends will only be deposited on March 29, 2022, or at a later date, if an outdated record is not timely updated to allow payment processing until such date.

VI. Tax treatment of GNDI shareholders in Brazil

VI.A. Resident investors

The earnings of GNDI's shareholders resident in Brazil, including individuals and legal entities, investment funds and other entities, as a result of the Transaction may be subject to income tax and other tax incidence, according to statutory and regulatory rules applicable to each investor category. The investors shall consult their respective advisors about applicable taxation and shall be directly responsible for the tax payment potentially applicable.

VI.B. Non-resident investors

With respect to non-resident GNDI shareholders, the income tax withholding (IRRF) will be made considering the realized capital gain, which shall be deducted from the updated Cash Portion, based on the rates below. The capital gain will correspond to the positive difference between (i) the transaction value, pursuant to the Protocol and Justification; and (ii) the acquisition cost of the GNDI's shares held by each non-resident GNDI's shareholder.

For the non-resident investors that operate pursuant to Resolution CMN No. 4.373/14, the following rates will apply:

1. 25% in case the shareholder is resident in a country or dependency with favored taxation, pursuant to the laws and regulations of the Brazilian Federal Revenue Secretary in force; or
2. 15% in all other cases.

For all the other non-residentinvestors:

1. 25% in case the shareholder is resident in a country or dependency with favored taxation, pursuant to the laws and regulations of the Brazilian Federal Revenue Secretary in force;
2. In all other cases in which item (i) above does not apply, according to the following rates, provided for in article 21 of Law 8,981/1995, as amended by Law 13,259/2016:
   a. 15% over the portion of earnings that does not exceed R$5,000,000.00;

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1. 17.5% over the portion of earnings that exceeds R$5,000,000.00 and does not exceed R$10,000,000.00;
2. 20% over the portion of earnings that exceeds R$10,000,000.00 and does not exceed R$30,000,000.00; and
3. 22.5% over the portion of earnings that exceeds R$30,000,000.00.

HapvidaCo, as the mergor of GNDI's shares, will use the information provided to it by the custody agents of the non-resident GNDI's shareholders for the calculation of the capital gain, and such GNDI shareholders shall be responsible for the veracity and completeness of such information. The custody agents shall provide to HapvidaCo and Itaú the data of the non-resident GNDI shareholders on the Base Date, including the average cost of acquisition of GNDI's shares, and provide the corresponding confirmatory documentation,

in the form of Schedule IIhereto, by 6:00 p.m. on February 14, 2022, by e-mail to [e-mail].

HapvidaCo, pursuant the terms of the legislation and regulations in force: (i) will consider as nil the cost of acquisition of the non-resident GNDI shareholders on the Base Date which do not provide the GNDI shares average cost of acquisition by 6:00 p.m. on February 14, 2022; and (ii) will apply the 25% rate over the earnings of the non-resident GNDI shareholders on the Base Date who fail to report, pursuant to Schedule II, their country or dependency of residence or their tax domicile. GNDI, HapvidaCo and Hapvida will not be liable, under any circumstances, before GNDI's non-resident shareholders on the Base Date due to any subsequent adjustment and/or refund of higher overpaid amount.

VII. Fractions of shares issued due to the merger of HapvidaCo

Any fractions of shares that may be owed to GNDI shareholders due to the merger of GNDI's shares by HapvidaCo, followed by the merger of HapvidaCo by Hapvida, will be grouped by Hapvida into integral numbers to be subsequently sold on the B3 administered spot market, after the Closing. The proceeds from such sale will be made available net of fees to GNDI's shareholders that are holders of the respective fractions, proportionally to its interest in each share sold, on a date to be informed in due course.

The Companies will maintain its shareholders and the market in general informed, in compliance with the applicable laws and regulations.

São Paulo, SP, January, 20, 2022	Fortaleza, January, 20, 2022
Glauco Desiderio	Jorge Pinheiro
Investors Relations Officer	Chief Executive Officer
	Mauricio Teixeira
	CFO and Investor Relations Officer

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Schedule I

to the

NOTICE TO THE MARKET

Summary of the main steps for the closing

of the business combination between

Hapvida and GNDI

Disclosed on January 20, 2022