Fleury S A : Annual and Extraordinary General Meeting - Management Proposal

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2023

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FLEURY S.A.

Publicly-Held Company

National Register of Legal Entities (CNPJ) No. 60.840.055/0001-31

State Registration (NIRE) No. 35.300.197.534

Management Proposal at the Annual and Extraordinary General Meeting of

Fleury S.A., to be held on April 28, 2023

Table of Contents

• 1. Information on the matters subject to resolution

  p. 3

• 2. Management Proposal

  p. 4

• 3. Exhibit I - Comments of the managers on the financial situation the Company (as per item 2 of the Reference Form, CVM Resolution No.

  p. 11

  80/22)

• 4. Exhibit II - Proposal for allocation of net income and capital budget (exhibit A of CVM Resolution No. 81/22)

  p. 38

• 5. Exhibit III - Information on the candidates for the Board of Directors (item

  p. 42

  7.3 and 7.6 of Reference Form, CVM Resolution No. 80/22)

• 6. Exhibit IV - Information on indemnity commitments

  p. 56

• 7. Exhibit V - Compensation of the managers (item 8 of Reference Form, CVM Resolution No. 80/22)

  p. 59

• 8. Exhibit VI - Proposal to amend the Bylaws and comparative chart (art. 12 of CVM Resolution No. 81/22)

  p. 93

• 9. Exhibit VII - Information on the candidates for the Board of Directors (item

  p. 116

  7.3 and 7.6 of Reference Form, CVM Resolution No. 80/22)

1. Information on the matters subject to resolution

Dear Shareholders,

The Management of Fleury S.A. ("Fleury" or "Company") hereby submits this management proposal ("Proposal") in connection with the Annual and Extraordinary General Meeting to be held in an exclusively digital format, pursuant to article 5, paragraph 2, item I, and article 28, paragraphs 2 and 3, of CVM Resolution No. 81, dated March 29, 2022 ("CVM Resolution No. 81/22"), to be held on April 28, 2023, at 4:00 p.m. ("Meeting"), in order to discuss and resolve on the following matters contained in the agenda ("Agenda"):

At the Annual General Meeting:

• 1.1. Review the managers' accounts, examining, discussing, and voting on the Management Report and the Financial Statements, accompanied by the independent auditors' and the Audit Committee's report, for the fiscal year ended on December 31, 2022;

• 1.2. Resolve upon the proposal of allocation of the net profits earned in the fiscal year ended on December 31, 2022 and the capital budget proposal for the fiscal year to be ended on December 31, 2023;

• 1.3. Set the number of members for the Company's Board of Directors;

• 1.4. Elect the members of the Company's Board of Directors; and

• 1.5. Establish the managers' global compensation for the 2023 fiscal year.

At the Extraordinary General Meeting:

• 2.1. Amend the article 5 of the Company's Bylaws, to update the amount of the capital stock of the Company, to reflect the capital increases approved by the Board of Directors, within the limit of the authorized capital, on August 8, 2022, on December 8, 2022 and March 17, 2023, under the terms of the Management Proposal;

• 2.2. Amend the article 14 of the Company's Bylaws, to detail the rules for replacing members of the Board of Directors in case of vacancy and temporary or definitive impediment, under the terms of the Management Proposal;

• 2.3. Include a new article 29 to the Company's Bylaws to institute the possibility of executing indemnity agreement between the Company and its managers and other beneficiaries, with (i) the consequent amendment of article 18 to clarify the competence of the Board of Directors to approve the rules, procedures, conditions and limitations to be observed for signing and executing indemnity agreements; and (ii) the consequent renumbering of subsequent articles, under the terms of the Management Proposal;

• 2.4. Amend the article 31 of the Company's Bylaws, to create a statutory profit reserve, pursuant to article 194 of Law No. 6,404, of December 15, 1976, under the terms of the Management Proposal; and

• 2.5. Elect, under the Protocol and Justification for combining the businesses and shareholding bases of the Company and Instituto Hermes Pardini S.A., approved

under the conditions precedent, in an Extraordinary General Meeting of the Company held on August 18, 2022 ("Transaction"), three (3) members for the

Company's Board of Directors, it being certain that the investiture of such members is conditioned to the consummation of the Transaction and the end of such terms of office shall coincide with the end of the terms of office in force of other members of the Company's Board of Directors, under the terms of the Management Proposal.

The Management Proposal for the matters in the agenda of the General Meeting is described herein.

2. Management Proposal.

Management presents its proposal on the matters in the agenda:

At the Annual General Meeting:

1.1. Review the managers' accounts, examining, discussing, and voting on the Management Report and the Financial Statements, accompanied by the independent auditors' and the Audit Committee's report, for the fiscal year ended on December 31, 2022.

The management report and financial statements, accompanied by the independent auditors' and the Audit Committee's report for the fiscal year ended December 31, 2022 were made available on March 16, 2023, on the Company's website (www.fleury.com.br/ri) and on the website of the Brazilian Securities Commission ("CVM")(https://www.gov.br/cvm/pt-br).

The managers' comments on the Company's financial position, in accordance with item 2 of CVM Resolution No. 80, dated March 29, 2022 ("CVM Resolution No. 80/22"), can be found in Exhibit I to this management proposal.

The Management proposes the approval of the management accounts, the management report and the financial statements, accompanied by the independent auditors' and Audit Committee's report for the fiscal year ended December 31, 2022.

1.2. Resolve upon the proposal of allocation of the net profits earned in the fiscal year ended on December 31, 2022 and the capital budget proposal for the fiscal year to be ended on December 31, 2023.

As indicated in the Company's financial statements, in the fiscal year ending on December 31, 2022, a net profit of three hundred and seven million, nine hundred and eight thousand, four hundred and four reais and thirty-eight centavos (BRL 307,908,404.38) was calculated, for which the following destination is proposed:

Allocation	Amount (BRL)
Legal Reserve (5%)	15,395,420.22
Interest on net equity previously declared	107,898,426.21
Profit retention based on capital budget proposal	184,614,557.95
Total net income	307,908,404.38

Considering that the interest on net equity previously declared and paid was imputed to the minimum mandatory dividend, reaching the mandatory minimum provided for in the Company's bylaws, and considering the proposed withholding of profits based on a capital budget, it is not proposed to distribute complementary dividends.

In accordance with article 196 of the Corporations Law, Management proposes to retain part of the net income for the year ending December 31, 2022 in the amount of one hundred and eighty-four million, six hundred and fourteen thousand, five hundred and fifty-seven reais and ninety-five centavos (BRL 184,614,557.95). In order to support the proposed retention of net income herein, the Company's management recommends approving the capital budget proposal, pursuant to

Exhibit II, with the following sources:

Sources of Capital Budget	Amount (BRL)
Profit retention based on capital budget (art. 196 of the Corporations Law)	184,614,557.95
Cash generation from operating activities/third-party financing	225,585,716.05

The funds of the proposed capital budget will be used for:

Projection of Investments (in BRL million)	Amount (BRL)
Expansion	152,498,961.00
IT and digital;	182,715,251.00
Sustaining/EOL/Retrofit	74,986,061.00
Total	410,200,274.00

The capital budget will run until the end of the 2023 fiscal year.

The proposal for allocation of net income for the fiscal year ending December 31, 2022, and the capital budget proposal for the fiscal year ending December 31, 2023, in the form of Exhibit A of CVM Resolution No. 81/22, are attached as Exhibit II to this management proposal.

1.3.

Set the number of members for the Company's Board of Directors;

Article 13 of the Company's Bylaws provides that its Board of Directors will be composed of at least seven (7) and at most eleven (11) effective members and up to eight (8) alternate members.

The Management proposes that the number of members of the Board of Directors with a term of office until the Company's Annual General Meeting of 2025 be of ten (10) effective members and three (3) alternate members.

1.4.

Elect the members of the Company's Board of Directors;

Considering the proposed composition of the Board of Directors in ten (10) effective members and three (3) alternate members, the Management proposes the election, by slate, of the following candidates for the Board of Directors:

Effective Members:

• (i) Marcio Pinheiro Mendes - Effective Member;

• (ii) Fernando Lopes Alberto - Effective Member;

• (iii) Rui Monteiro de Barros Maciel - Effective Member;

• (iv) Luiz Carlos Trabuco Cappi - Effective Member;

• (v) Samuel Monteiro dos Santos Junior - Effective Member;

• (vi) Ivan Luiz Gontijo Junior - Effective Member;

• (vii) Andréa Cristina de Lima Rolim - Independent Member;

• (viii) Rachel Ribeiro Horta - Independent Member;