Fleury S A : Consolidated Map - Ordinary and Extraordinary Shareholder´s Meeting

FLEURY S.A.

Publicly-Held Company

CNPJ no. 60.840.055/0001-31

NIRE 35.300.197.534

ANNUAL AND EXTRAORDINARY GENERAL MEETING

TO BE HELD ON APRIL 28, 2023

Consolidated Distance Voting Map

Fleury S.A., pursuant to CVM Resolution No. 81, discloses to its shareholders and the market in general the consolidated distance voting map sent by the custody agent, central depository, bokkeeper and directly to the Company, compiling the voting instructions received from the shareholders, for each of the matters submitted to resolution at its Annual and Extraordinary General Meeting to be held on April 28, 2023, identifying how many approvals, rejections or abstentions each matter to be deliberated received and how many votes each candidate or slate received.

#			DESCRIPTION OF THE RESOLUTION	APPROVE		REJECT		ABSTAIN
			AGM
			Reviewing the managers' accounts, examining, discussing, and voting on the Management Report and the Financial
1			Statements, accompanied by the independent auditors' and the Fiscal Council's report, for the fiscal year ended on	172,030,338		0		9,129,948
			December 31, 2022.
2			Resolving upon the proposal of allocation of the net profits earned in the fiscal year ended on December 31, 2022	181,160,286		0		0
		and the capital budget proposal for the fiscal year to end on December 31, 2023.
3			Set the number of members for the Company's Board of Directors for the term until the 2025 Annual General Meeting	181,160,286		0		0
		of the Company at 10 effective members and 3 alternate members.
			Indication of all names that make up the plate (The votes indicated in this field will be disregarded if the shareholder
4			holding voting shares also fills out the fields present in the separate election of a member of the board of directors	152,182,570		28,977,716		0
			and the separate election addressed in these fields occurs) - Single Plate

5	If one of the candidates that are part of the chosen plate leaves it, should the votes corresponding to their shares	131,723,732	48,961,554	475,000
continue to be granted to the chosen plate?
	In the event of adoption of the multiple voting procedure, do the votes corresponding to their shares need to be
6	distributed in equal percentages to the members of the plate that you have chosen? (If the shareholder chooses	144,357,048	0	36,803,238
"abstain" and the election occurs with the multiple voting procedure, their vote must be counted as abstention in the
	respective resolution of the meeting.)
	Visualization of all candidates that are part of the plate for indication of the % (percentage) of votes to be allocated.
	Marcio Pinheiro Mendes (Effective Member and President of the Board of Directors)	452,334	0	0
	Fernando Lopes Alberto (Effective Member and Vice-President of the Board of Directors)	1,490,603	0	0
	Rui Monteiro de Barros Maciel (Effective Member)	452,334	0	0
	Luiz Carlos Trabuco Cappi (Effective Member) / Mauricio Machado de Minas (Alternate Member)	1,490,603	0	0
7	Samuel Monteiro dos Santos Junior (Effective Member) / Octavio de Lazari Junior (Alternate Member)	1,490,603	0	0
	Ivan Luiz Gontijo Junior (Effective Member) / Manoel Antonio Peres (Alternate Member)	1,490,603	0	0
	Andréa Cristina de Lima Rolim (Effective and Independent Member)	2,001,379	0	0
	Rachel Ribeiro Horta (Effective and Independent Member)	2,001,379	0	0
	João Roberto Gonçalves Teixeira (Effective and Independent Member)	2,001,379	0	0
	Raul Calfat (Effective and Independent Member)	2,001,379	0	0
	Do you wish to request the separate election of a member of the Board of Directors, pursuant to article 141, paragraph
	4, I of the Brazilian Corporation Law? If you choose "no" or "abstain", your shares will not be computed for the
8	purpose of requesting the separate election of a member of the Board of Directors. (The shareholder may only fill out	479,151	13,261,145	167,419,990
	this field if they have left the fields blank and they have been holder of the shares they vote for uninterruptedly during
	the 3 months immediately prior to the general meeting).
9	Do you wish to request the adoption of the multiple voting procedure for election of the Board of Directors, pursuant	2,630,708	13,813,123	164,716,455
to article 141 of Law 6,404 of 1976?
10	Establish the managers' global compensation for the 2023 fiscal year.	152,525,464	28,454,822	180,000
11	Do you wish to request the instatement of the Fiscal Council, pursuant to article 161 of Law No. 6,404 of December	4,622,879	8,030,803	168,506,604
	15, 1976 ("Brazilian Corporation Law")?
12	In the case of a second call for this General Meeting, should the voting instructions contained in this Ballot also be	163,813,507	17,346,779	0
	considered for holding the Meeting at second call?
	EGM

	Amend the article 5 of the Company's Bylaws, to update the amount of the capital stock of the Company, to reflect
1	the capital increases approved by the Board of Directors, within the limit of the authorized capital, on August 8, 2022,	188,923,786	0	0
	on December 8, 2022 and March 17, 2023, under the terms of the Management Proposal.
2	Amend the article 14 of the Company's Bylaws, to detail the rules for replacing members of the Board of Directors in	188,923,786	0	0
case of vacancy and temporary or definitive impediment, under the terms of the Management Proposal.
	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
3	clarify the competence of the Board of Directors to approve the rules, procedures, conditions and limitations to be	155,947,122	32,976,664	0
	observed for signing and executing indemnity agreements; and (ii) the consequent renumbering of subsequent
	articles, under the terms of the Management Proposal.
4	Amend the article 31 of the Company's Bylaws, to create a statutory profit reserve, pursuant to article 194 of Law No.	188,923,786	0	0
6,404, of December 15, 1976, under the terms of the Management Proposal.
	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
5	Company held on August 18, 2022 ("Transaction"), three (3) members for the Company's Board of Directors, it being	159,990,578	28,933,208	0
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.
6	In the case of a second call for this General Meeting, the voting instructions contained in this Ballot can also be	164,060,907	24,862,879	0
considered for holding the Meeting at second call.