Minutes of the BDM: approval of the 2024 Matching Program

FLEURY S.A.

A Publicly Held Company

National Register of Legal Entities (CNPJ) 60.840.055/0001-31

State Registration (NIRE) 35.300.197.534

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON AUGUST 10, 2023

1. Date, Time, and Place: Held on August 10, 2023, at 09:00 am, at Avenida Morumbi, 8860 - 8° andar, Jardim das Acácias - São Paulo/SP, ZIP CODE 04703-002.
2. Call Notice and Attendance: All members of the Board of Directors of Fleury S.A. (the "Company") were present by video conference, pursuant to article 15, paragraph 3 of the Company's Bylaws:
3. 1. Marcio Pinheiro Mendes; (ii) Fernando Lopes Alberto; (iii) Rui Monteiro de Barros Maciel; (iv) Luiz Carlos Trabuco Cappi; (v) Samuel Monteiro dos Santos Junior; (vi) Ivan Luiz Gontijo Junior;
   1. João Roberto Gonçalves Teixeira; (viii) Regina Pardini; (ix) Áurea Maria Pardini; (x) Victor Cavalcanti Pardini.
4. Presiding Board: Chairman: Marcio Pinheiro Mendes; Secretary: Fernando Aguiar Camargo.
5. Agenda:Resolve on (i) the approval of the Company's 2024 Matching Program, within the scope of the Matching Plan approved at the Extraordinary General Meeting held on December 5, 2019;
6. 1. the approval of the Company's Matching Shares grants to certain beneficiaries, subject to the terms set forth in the Matching Plan and the 2024 Matching Program; and (iii) the authorization for the Company's management to adopt all measures and perform all acts required to comply with the resolutions that are taken.
7. Resolutions:Having analyzed the matters, the members of the Board of Directors, pursuant to Art.18(t) of the Bylaws and within the scope of the Company's Matching Plan, unanimously and without any reservations, approved:
8. 1. the 2024 Matching Shares Program, pursuant to Exhibit I of these minutes, which is filed at the Company's principal place of business
   2. the grant of a number of Matching Shares corresponding to the number of Invested Shares that are acquired by the Beneficiaries with the amount of the respective Bonuses concerning the 1st Installment, under the 2024 Matching Program, multiplied by the individual factor applicable to each Beneficiary. The individual list of the contemplated Beneficiaries, the amount of the Bonus concerning the 1st Installment and the number of

FLEURY S.A.

A Publicly Held Company

National Register of Legal Entities (CNPJ) 60.840.055/0001-31

State Registration (NIRE) 35.300.197.534

Matching Shares to be granted for each Invested Share was approved and initialed by the Board of Directors and will remain filed at the Company's principal place of business.

1. Authorize the Company's management to take all necessary measures to implement the resolutions approved herein, including determining the number of Matching Shares to be received by each Beneficiary and signing all instruments related to the resolutions taken above.

6. Adjournment:As there was nothing else to be discussed and no other statements, the meeting was adjourned, and these minutes were drawn up which, after having been read and approved, were signed by all in attendance. Signatures: Presiding Board: Marcio Pinheiro Mendes, Chairman; Fernando Aguiar Camargo, Secretary. Directors: Marcio Pinheiro Mendes; Fernando Lopes Alberto; Rui Monteiro de Barros Maciel; Mr. Luiz Carlos Trabuco Cappi ; Mr. Samuel Monteiro dos Santos Junior; Ivan Luiz Gontijo Junior; João Roberto Gonçalves Teixeira; Regina Pardini: Áurea Maria Pardini; Mr. Victor Cavalcanti Pardini.

These minutes are an exact copy of the original document drafted in the appropriate book.

São Paulo, August 10, 2023

________________________________	________________________________
Marcio Pinheiro Mendes	Fernando Aguiar Camargo
Chairman	Secretary

FLEURY S.A.

A Publicly Held Company

National Register of Legal Entities (CNPJ) 60.840.055/0001-31

State Registration (NIRE) 35.300.197.534

Exhibit I

MEETING OF THE BOARD OF DIRECTORS OF FLEURY S.A., HELD ON AUGUST 10, 2023, AT 09:00 AM.

2024 MATCHING PROGRAM OF FLEURY S.A.

This Matching Program of FLEURY S.A. ("Company"), approved by the Company's Board of Directors at a meeting held on August 10, 2023 ("Program"), establishes the terms and conditions of the third grant of Matching Shares of the Company.

The Program has been prepared in accordance with and is subject to the Matching Plan of Fleury S.A., as approved by the Company's Extraordinary General Meeting held on December 5, 2019 ("Plan").

1. Definitions

1.1. Capitalized terms will have the meanings assigned to them in the Plan, unless otherwise defined in this Program.

2. Quantity

2.1. The number of Matching Shares to be issued to the Beneficiaries under this Program will be limited to the number of Invested Shares that can be acquired with the total amount of each installment of the approved Bonus, according to the quotation of the Company's Shares on the acquisition dates defined by the Board of Directors and/or the Executive Office.

3. Beneficiaries; Requirements

1. The Board of Directors appointed the Beneficiaries of this Program, as recommended by the Chief Executive Officer.
2. The Company approved the total amount of the Bonus eligible for use in the Program, according to its long-term variable compensation policy, and will have the following payment schedule:

FLEURY S.A.

A Publicly Held Company

National Register of Legal Entities (CNPJ) 60.840.055/0001-31

State Registration (NIRE) 35.300.197.534

	Installment			Payment Date			Bonus Percentage
	1st Installment	02/28/2024		20%
	2nd Installment	02/29/2025		20%
	3rd Installment	02/28/2026		20%
	4th Installment	02/28/2027		40%

1. The Board of Directors shall approve the Beneficiary's right to use each portion of the Bonus in the acquisition of Invested Shares and in the receipt of Matching Shares, as well as the number of Matching Shares to be received for each Invested Share (pursuant to Clause 2.1 of the Plan), separately for each Bonus installment . The election of the Beneficiary in a given year to invest that year's Bonus installment in the acquisition of Invested Shares and corresponding receipt of Matching Shares will not confer any right or guarantee on the Beneficiary to receive that right with respect to subsequent Bonus installments.
2. Adherence to the Program is voluntary. As a condition for participation in the Program and receipt of Matching Shares, the Beneficiary shall comply with the following requirements:
3. 1. Sign, within 15 days from this date, the respective Grant Agreement, in which the Beneficiary shall accept and undertake to comply with all the terms of the Plan, this Program and the respective Grant Agreement.
   2. Prove the full investment of each Bonus Installment approved by the Board of Directors in the acquisition of the largest possible number of Shares of the Company, which will become Invested Shares, upon delivery to the Company of the brokerage and/or custody notes issued by Ágora Investimentos. The Grant Agreement will set forth the dates on which the acquisitions must be made.
   3. Undertake not to dispose of, rent, pledge, give as security or otherwise transfer the Invested Shares during the vesting period.
   4. Authorize the lock-up for trading the Invested Shares on the books of the depositary institution of the Company's book-entry shares during the vesting period.

FLEURY S.A.

A Publicly Held Company

National Register of Legal Entities (CNPJ) 60.840.055/0001-31

State Registration (NIRE) 35.300.197.534

1. The amount of the Bonus assigned to each Beneficiary, as well as the proportion of Matching Shares that each Beneficiary will receive for each Invested Share for each Installment, which may be from one (1) to up to five (5) Matching Shares for each Invested Share, and which may be different between the Beneficiaries, is included in a table approved by the Board of Directors at the meeting that approved the Program, which, having been initialed by the presiding board, is filed at the principal place of business. Pursuant to Clause 3.3 above, the Board of Directors shall annually approve the eligibility of each Beneficiary to invest the corresponding Bonus portion in the acquisition of Invested Shares and corresponding receipt of Matching Shares.
2. If the respective Beneficiary does not enter into the Grant Agreement and does not comply with the conditions set forth above for participation in the Program, the Beneficiary will lose the right to participate in the Program and receive Matching Shares.
3. As a condition to remain in the Program, and keep the right to acquire Invested Shares and receive the corresponding Matching Shares in each year of the Program, the Beneficiary must comply with the following requirements:
4. 1. 
      3.7.1. Each year, prove the full investment of the respective Installment of the eligible Bonus in the acquisition of the largest possible number of Shares of the Company, which will become Invested Shares, upon delivery to the Company of the brokerage notes issued by the brokerage firm and transferred and/or issued by Ágora Investimentos. The Board of Directors and/or the Executive Office shall establish, on an annual basis, the dates on which acquisitions must be made, which will not exceed the period of 60 days after the date of payment of the respective Bonus Installment. Ágora Investimentos will be the custodian of the shares hereunder.
   2. Undertake not to dispose of, rent, pledge, give as security or otherwise transfer the Invested Shares during the vesting period.
   3. Authorize the lock-up for trading the Invested Shares on the books of the depositary institution of the Company's book-entry shares during the vesting period.
5. If the Beneficiary fails to comply with the rules governing the Beneficiary's permanence in the Program, the Beneficiary (i) will maintain the right to receive the Bonus, under Clause 3.2 above, but